Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 14, 2023 | Jun. 30, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 552 | ||
Entity Common Stock, Shares Outstanding | 206,865,922 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0001830210 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 $11.50 | ||
Trading Symbol | BHIL WS | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | St. Louis, Missouri |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 25,053 | $ 78,940 |
Marketable securities | 132,121 | 103,689 |
Accounts receivable, net | 28,591 | 22,128 |
Inventories, net | 62,110 | 37,004 |
Prepaid expenses and other current assets | 29,346 | 16,806 |
Current assets held for sale | 23,507 | 24,791 |
Total current assets | 300,728 | 283,358 |
Property and equipment, net | 99,759 | 98,076 |
Right of use asset, net | 68,193 | 73,712 |
Goodwill and intangible assets, net | 27,377 | 35,397 |
Other assets | 4,863 | 4,538 |
Noncurrent assets held for sale | 0 | 39,816 |
Total assets | 500,920 | 534,897 |
Current liabilities: | ||
Accounts payable | 36,717 | 20,288 |
Current lease liability | 3,682 | 1,831 |
Current maturities of long-term debt | 2,242 | 6,901 |
Accrued expenses and other liabilities | 33,435 | 25,608 |
Current liabilities held for sale | 16,441 | 17,054 |
Total current liabilities | 92,517 | 71,682 |
Long-term debt | 103,991 | 77,035 |
Long-term lease liability | 77,722 | 77,152 |
Warrant liabilities | 24,285 | 46,051 |
Conversion option liability | 8,091 | 8,783 |
Deferred tax liabilities | 283 | 294 |
Other non-current liabilities | 129 | 316 |
Noncurrent liabilities held for sale | 0 | 2,137 |
Total liabilities | 307,018 | 283,450 |
Commitments and contingencies (refer to Footnote 22) | ||
Stockholders’ equity: | ||
Redeemable convertible preferred stock, $0.0001 par value; 1,000 authorized, no shares issued and outstanding as of December 31, 2022 and 2021, respectively | 0 | 0 |
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized; 206,668 and 178,089 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 21 | 18 |
Additional paid-in capital | 609,450 | 533,101 |
Accumulated deficit | (408,474) | (280,569) |
Accumulated other comprehensive loss | (7,095) | (1,103) |
Total stockholders’ equity | 193,902 | 251,447 |
Total liabilities and stockholders’ equity | $ 500,920 | $ 534,897 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value (in usd per shares) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 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 | |
Common stock, shares authorized (in shares) | 440,000,000 | 440,000,000 |
Common stock, shares, issued (in shares) | 206,668,000 | 178,089,000 |
Common stock, shares outstanding (in shares) | 206,668,000 | 178,089,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenues | $ 381,233 | $ 90,945 | $ 59,070 |
Cost of sales | 377,706 | 96,846 | 54,421 |
Gross profit (loss) | 3,527 | (5,901) | 4,649 |
Operating expenses: | |||
Research and development | 47,500 | 40,574 | 29,457 |
Selling, general and administrative expenses | 81,034 | 71,947 | 29,466 |
Impairment of goodwill | 0 | 0 | 2,954 |
Total operating expenses | 128,534 | 112,521 | 61,877 |
Loss from operations | (125,007) | (118,422) | (57,228) |
Other (income) expense: | |||
Interest expense, net | 21,444 | 4,481 | 6,554 |
Loss on extinguishment of debt | 0 | 11,742 | 0 |
Change in fair value of warrants | (49,063) | (12,127) | 661 |
Other (income) expense, net | 2,253 | (549) | 29 |
Total other (income) expense, net | (25,366) | 3,547 | 7,244 |
Net loss from continuing operations before income tax | (99,641) | (121,969) | (64,472) |
Income tax expense | 59 | 231 | 48 |
Net loss from continuing operations, net of tax | (99,700) | (122,200) | (64,520) |
Net loss from discontinued operations, net of tax (refer to Footnote 4) | (28,205) | (4,047) | (2,639) |
Net loss | $ (127,905) | $ (126,247) | $ (67,159) |
Net loss per common share: | |||
Basic loss per common share from continuing operations (in usd per share) | $ (0.55) | $ (1) | $ (0.77) |
Diluted loss per common share from continuing operations (in usd per share) | (0.55) | (1) | (0.77) |
Basic loss per common share from discontinued operations (in usd per share) | (0.16) | (0.04) | (0.03) |
Diluted loss per common share from discontinued operations (in usd per share) | (0.16) | (0.04) | (0.03) |
Basic loss per common share (in usd per share) | (0.71) | (1.04) | (0.81) |
Diluted loss per common share (in usd per share) | $ (0.71) | $ (1.04) | $ (0.81) |
Weighted average shares outstanding: | |||
Basic loss per share outstanding (in shares) | 179,867 | 121,838 | 83,295 |
Diluted loss per share outstanding (in shares) | 179,867 | 121,838 | 83,295 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (127,905) | $ (126,247) | $ (67,159) |
Foreign currency: | |||
Comprehensive (loss) income | (9) | 4 | (226) |
Marketable securities: | |||
Comprehensive loss | (3,678) | (1,813) | (109) |
Adjustments for net (losses) income realized in net loss | (2,305) | 1,031 | 223 |
Other comprehensive loss | (5,983) | (782) | 114 |
Total other comprehensive (loss) income | (5,992) | (778) | (112) |
Total comprehensive loss | $ (133,897) | $ (127,025) | $ (67,271) |
Consolidated Statements Stockho
Consolidated Statements Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands | Total | Retirement of Series A | Retirement of Series B | Impact of adoption of Topic 606 | Common Stock | Common Stock Retirement of Series A | Common Stock Retirement of Series B | Additional Paid-In Capital | Additional Paid-In Capital Retirement of Series A | Additional Paid-In Capital Retirement of Series B | Accumulated Deficit | Accumulated Deficit Impact of adoption of Topic 606 | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2019 | 71,900 | ||||||||||||
Beginning balance at Dec. 31, 2019 | $ 51,698 | $ 519 | $ 7 | $ 135,299 | $ (83,395) | $ 519 | $ (213) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 332 | ||||||||||||
Stock Option exercises, net | 72 | 72 | |||||||||||
Stock-based compensation expense | 1,010 | 1,010 | |||||||||||
Sale of redeemable convertible preferred stock, net of issuance costs (in shares) | 38,412 | ||||||||||||
Sale of redeemable convertible preferred stock, net of issuance costs | 154,420 | $ 4 | 154,416 | ||||||||||
Retirement of redeemable convertible preferred stock, including deemed dividend (in shares) | (1,543) | (404) | |||||||||||
Retirement of redeemable convertible preferred stock, including deemed dividend: | $ (1,164) | $ (500) | $ (1,164) | $ (500) | |||||||||
Deemed dividend | (6,102) | (1,815) | (4,287) | ||||||||||
Comprehensive loss | (67,271) | (67,159) | (112) | ||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 108,697 | ||||||||||||
Ending balance at Dec. 31, 2020 | 132,682 | $ 11 | 287,318 | (154,322) | (325) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Merger and PIPE Shares, net of transaction costs (in shares) | 68,069 | ||||||||||||
Merger and PIPE Shares, net of transaction 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 | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 998 | ||||||||||||
Stock Option exercises, net | 713 | 713 | |||||||||||
Stock-based compensation expense | 7,183 | 7,183 | |||||||||||
Other | (22) | (22) | |||||||||||
Comprehensive loss | $ (127,025) | (126,247) | (778) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 178,089 | 178,089 | |||||||||||
Ending balance at Dec. 31, 2021 | $ 251,447 | $ 18 | 533,101 | (280,569) | (1,103) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Merger and PIPE Shares, net of transaction costs (in shares) | 26,220 | ||||||||||||
Merger and PIPE Shares, net of transaction costs | $ 54,507 | $ 3 | 54,504 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 2,333 | ||||||||||||
Stock-based compensation expense | $ 19,520 | 19,520 | |||||||||||
Stock Option exercises, net (in shares) | 2,265 | ||||||||||||
Stock Option exercises, net | 2,325 | 2,325 | |||||||||||
Restricted Stock Units, net (in shares) | 94 | ||||||||||||
Other | 0 | ||||||||||||
Comprehensive loss | $ (133,897) | (127,905) | (5,992) | ||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 206,668 | 206,668 | |||||||||||
Ending balance at Dec. 31, 2022 | $ 193,902 | $ 21 | $ 609,450 | $ (408,474) | $ (7,095) |
Consolidated Statements Stock_2
Consolidated Statements Stockholders’ Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2014-09 [Member] | |||
Issuance costs | $ 4,087 | $ 36,770 | $ 4,668 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net loss | $ (127,905) | $ (126,247) | $ (67,159) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 22,836 | 12,817 | 7,504 |
Stock-based compensation expense | 19,520 | 7,183 | 1,010 |
Bad debt expense | 863 | 309 | 133 |
Change in fair value of warrants | (49,063) | (12,127) | 661 |
Amortization related to financing activities | 9,279 | 1,389 | 2,507 |
Loss on extinguishment of debt | 0 | 11,742 | 0 |
Loss on divestiture of discontinued operations | 10,246 | 0 | 0 |
Impairment | 11,579 | 0 | 4,832 |
Gain (Loss ) And Accretion (Amortization) of Discounts and Premiums, Investments | 4,755 | 0 | 0 |
Other | 4,579 | (65) | 364 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (3,070) | (7,038) | 693 |
Inventories | (4,663) | (11,690) | (5,364) |
Other assets | 6,542 | (13,149) | (30) |
Accounts payable | (5,313) | 11,293 | (1,949) |
Accrued expenses | 6,419 | 7,539 | 4,120 |
Other liabilities | 0 | 294 | 0 |
Net cash used in operating activities | (93,396) | (117,750) | (52,678) |
Investing activities | |||
Purchases of marketable securities | (372,170) | (648,923) | (208,780) |
Proceeds from maturities of marketable securities | 139,063 | 2,499 | 9,070 |
Proceeds from sales of marketable securities | 193,250 | 639,612 | 107,243 |
Payments for acquisitions of property and equipment | (16,486) | (31,490) | (9,855) |
Payments made in connection with business acquisitions | (1,034) | (116,287) | 0 |
Proceeds from divestitures of discontinued operations | 17,131 | 0 | 1,650 |
Net cash used in investing activities | (40,246) | (154,589) | (100,672) |
Financing activities | |||
Net contributions from Merger, at-the-market offering and PIPE financing, net of transaction costs of $4,087 and $34,940 for 2022 and 2021, respectively | 81,109 | 285,378 | 0 |
Payments for extinguishment of debt | 0 | (43,082) | 0 |
Principal payments on debt | (7,288) | (4,400) | (8,941) |
Proceeds from issuance of debt | 23,540 | 103,634 | 24,534 |
Borrowing under revolving line of credit | 19,774 | 20,954 | 25,587 |
Repayments under revolving line of credit | (19,821) | (20,907) | (27,082) |
Proceeds from issuance of redeemable convertible preferred stock, net of costs | 0 | 0 | 154,420 |
Retirement of redeemable convertible preferred stock | 0 | 0 | (7,766) |
Repayments of financing lease obligations | (1,630) | (703) | (121) |
Proceeds from the exercise of stock options and warrants | 2,325 | 681 | 72 |
Net cash provided by financing activities | 98,009 | 341,555 | 160,703 |
Effect of exchange rate changes on cash | (9) | 4 | (226) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (35,642) | 69,220 | 7,127 |
Cash, cash equivalents and restricted cash, beginning of year | 78,963 | 9,743 | 2,616 |
Cash, cash equivalents and restricted cash, end of year | 43,321 | 78,963 | 9,743 |
Supplemental disclosure of cash flow information | |||
Cash paid for taxes | 57 | 53 | 0 |
Cash paid for interest | 14,398 | 6,591 | 4,685 |
Supplemental disclosure of non-cash activities | |||
Issuance of Notes Payable Warrants and Convertible Notes Payable Warrants | 0 | 6,663 | 4,580 |
Conversion of Notes Payable Warrants upon Merger | 0 | 4,576 | 0 |
Public Warrants and Private Placement Warrants acquired in Merger | 0 | 50,850 | 0 |
Issuance of conversion option | 0 | 8,783 | 0 |
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities | 3,058 | 3,578 | 669 |
Purchases of inventory included in accounts payable and accrued expenses and other current liabilities | 1,553 | 1,854 | 0 |
Financing leases | $ 806 | $ 46,021 | $ 33,523 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Transaction costs | $ 4,087 | $ 34,940 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Benson Hill is a food technology company on a mission to lead the pace of innovation in food. We have a vision to build a healthier and happier world by unlocking the natural genetic diversity of plants with the leading technology platform, CropOS ® . Starting with consumer demand, we leverage CropOS and advanced breeding techniques to design food that’s better from the beginning: more nutritious, more flavorful, and more accessible, while enabling efficient production and delivering novel sustainability benefits to food and feed customers. We are 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, a soy crushing facility in Seymour, Indiana, and we process dry peas in North Dakota, which we sell throughout North America. We have an integrated go-to-market approach, leveraging the existing parts of the supply chain to create efficiencies and a feedback loop between consumers, farmers, and seed developers that has been lacking across the siloed agri-food value chain. We are working to design products with the consumer in mind, contract with farmers to grow and buy back the harvest, preserve the product identity through manufacturing, and ultimately sell food and ingredients directly to food companies, retailers, and others. We believe this integration and control of the product throughout the entire supply chain will enable us to link data to outcomes in our CropOS platform to fuel the next generation of products. Additionally, we believe this product information linkage will work to optimize environmental and social impacts, as well as traceability throughout the supply chain. We believe that our commitment to environmental and social issues impacting our planet and our purpose-driven culture are fundamental to our ability to achieve our mission. Environmental, Social and Governance (“ESG”) principles help guide our thinking and approach throughout the development and commercialization of our products, and our innovative culture is rooted in our Core Values of Be Bold , Be Inspired and Be Real . We believe our leading technology platform, vertically integrated go-to-market strategy, and purpose-driven culture will help bridge the divide between evolving consumer preferences and quality traits already present within the genetic diversity of plants We see nature as our partner; technology as our enabler; and innovators like our company, our stakeholders, our stockholders and our partners as the catalysts to activate the change needed. We partner with farmers, ingredient companies, and plant-based food and feed customers to commercialize our proprietary innovations in soybean, and in the near future yellow pea, for broad market applications in human food ingredients, edible oils, pet food and aquafeed. In particular, our Ultra-High Protein (“UHP”) soy-based ingredients have the potential to eliminate costly water- and energy-intensive ingredient processing steps associated with producing soy protein concentrate (“SPC”) products for the food and feed markets, which can alleviate supply constraints in North America and elsewhere. Our proprietary portfolio includes soy flake, soy grits, soy meal and soy flour for established food markets such as snacks, baked goods and meat extensions, and a functional alternative to traditional SPC for plant-based protein alternatives to meat, dairy, and other emerging categories. Merger with Star Peak Corp II On September 29, 2021 (the “Closing Date”), Star Peak Corp II (“STPC”), a special purpose acquisition company, consummated a merger (the “Closing”) pursuant to that certain Agreement and Plan of Merger, dated May 8, 2021 (the “Merger Agreement”), by and among STPC, STPC Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of STPC (“Merger Sub”), and Benson Hill, Inc., a Delaware corporation (“Legacy Benson Hill”). Pursuant to the terms of the Merger Agreement, a business combination between STPC and Legacy Benson Hill was affected 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. and Legacy Benson Hill changed its name to Benson Hill Holdings, Inc. As a consequence of the Merger, we became the successor to a company registered with the Securities and Exchange Commission (the “SEC”) and listed on the New York Stock Exchange (the “NYSE”). Our future results of consolidated operations and financial position may not be comparable to historical results as a result of the Merger. Fresh Business Segment divestiture For the year ended December 31, 2022, the Company made a strategic decision to exit the Fresh segment. On December 29, 2022, the Company entered into a Stock Purchase Agreement to sell J&J Produce, Inc. (“J&J”) and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3 million, subject to certain adjustments. J&J was the main component of the Fresh segment. The closing of the transactions contemplated by the Stock Purchase Agreement is scheduled to occur on June 30, 2023, or such other date as is mutually agreed by the parties. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida to for an aggregate purchase price of $18 million, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. The Company’s strategic shift to exit the Fresh segment met the criteria to be classified as businesses held for sale and to be presented as a discontinued operation. Refer to Footnote 4 - Discontinued Operations for further details on the divestiture of the Fresh segment. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP and Securities and Exchange Commission regulations, assuming the Company will continue as a going concern. In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued on March 16, 2023. Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before 12 months from the issuance of the Company’s financial statements up to March 16, 2024. For the year ended December 31, 2022, the Company incurred a net loss from continuing operations of $99,700, had negative cash flows from operating activities of $93,396 and had capital expenditures of $16,486. As of December 31, 2022, the Company had cash and marketable securities of $157,174, restricted cash of $17,912 and positive working capital of $53,984. Furthermore, as of December 31, 2022, the Company had an accumulated deficit of $408,474 and term debt and notes payable of $106,233, which are subject to repayment terms and covenants further described in Note 14 – Debt . The Company has incurred significant losses since inception primarily to fund investment into technology and costs associated with early-stage commercialization of products. These factors, coupled with expected capital expenditures to manufacture soy flour texturization ingredients, indicated that, without further action, the Company’s forecasted cash flows would not have been sufficient for the Company to meet its contractual commitments and obligations as they came due in the ordinary course of business for 12 months after the date the consolidated financial statements were issued. During the first quarter of 2023, the Company entered into an amendment to its existing Convertible Loan and Security Agreement, which among other things, extended the interest-only period by six months through the second quarter of 2024, and allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the Company’s liquidity plans and operating budget include further actions that management believes are probable of being achieved in the 12 months after the date the consolidated financial statements are issued. These actions include improving operating efficiencies by reducing certain operating costs and restructuring certain parts of the organization, exploring strategic options involving its Seymour, Indiana soy crush facility, supplementing cash needs by selling additional shares of its common stock, or securities convertible into common stock, to the public through its shelf registration statement, or obtaining alternative equity financing, and attempting to refinance its current high-cost debt with a conventional, lower cost, lending facility of up to $100 million. There are no guarantees that the Company will achieve any of these plans, which involve risks and uncertainties, but based on these plans and management’s forecast and related assumptions, management believes it is probable the Company will meet its obligations as they become due in the ordinary course of business for the 12 months following the date these financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies Basis | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company prepares its consolidated financial statements in conformity with U.S. GAAP and Securities and Exchange Commission regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Certain prior period balances have been reclassified to conform to the current period presentation in the audited consolidated financial statements and the accompanying notes. All dollar and share amounts are in thousands USD, except per share amounts, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. Emerging Growth Company 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 December 31, 2023 and expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the 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. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant management estimates include those with respect to allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of our warrant liabilities and conversion option liability. Cash, Cash Equivalents and Restricted Cash We consider all short-term, highly liquid investments with maturities of 90 days or less at acquisition date to be cash equivalents. Restricted cash primarily represents cash proceeds from the sale of certain assets pursuant to the covenants with a lender. Restricted cash is classified as non-current if the Company expects that the cash will remain restricted for a period greater than one-year. Current restricted cash is included in the prepaid expenses and other current assets on the consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets, inclusive of $356 of cash and cash equivalents reported within current assets held for sale due to discontinued operations, to the amounts shown in the consolidated statements of cash flows (in thousands USD): December 31, 2022 2021 Cash and cash equivalents $ 25,409 $ 78,963 Restricted cash, current 17,912 — Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 43,321 $ 78,963 Marketable Securities We classify our investment securities as available-for-sale on the date of purchase. The securities are recorded at their fair value with the unrealized gains and losses, net of tax effect, recorded in other comprehensive income and loss. Realized gains and losses affect income, including the release of previously unrealized gains and losses from other comprehensive income and loss. Premiums and discounts are amortized on the straight-line method. Gains and losses on the sale of securities are determined using the specific-identification method. Accounts Receivable Accounts receivable represent amounts owed to us from the sale of harvested grain, soybean meal, soybean oil, soybean flakes, soybean flour, royalties, and licensing of proprietary technology. The carrying value of our receivables represent estimated net realizable values. We generally do not require collateral and estimate any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables, and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is recorded accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amounts due. The Company had amounts reserved for doubtful accounts as of December 31, 2022 and 2021, of $743 and $216, respectively. Derivatives The Company uses exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade (“CBOT”) prices related to forecasted purchases and sales of soybean and soybean related products in the normal course of business. The Company has master netting agreements with its counterparties which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Further, all of the Company’s derivative contracts are centrally cleared and therefore are cash-settled on a daily basis which results in the derivative contracts having a fair value that approximates zero on a daily basis. Refer to Note 7 for more information. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. All of the Company’s derivatives have not been designated as hedging instruments, and as such, changes in fair value of these derivatives are recognized in earnings immediately. The Company’s soybean positions are designed to hedge risk related to inventory purchases therefore the gains and losses on soybean instruments are recorded in cost of sales in the consolidated statements of operations. The Company’s meal and oil positions are designed to hedge risk related to sales transactions therefore the gains and losses on meal and oil instruments are recorded in revenues in the consolidated statements of operations. The Company classifies the cash effects of its derivatives within the “Cash Flows From Operating Activities” section of the consolidated statements of cash flows. Inventories Inventories, primarily comprised of dry beans, seeds, grain, soybean meal, soybean oil, soybean flakes, soybean flour and related packaging materials, are recorded at the lower of cost or net realizable value with cost determined on the first-in, first-out basis. Work in process inventory includes direct costs for land preparation, seed, planting, growing, and maintenance as well as seed provided to contracted seed producers and growers with which we hold a purchase option for, or are required to purchase, the future harvested seeds or grain. We evaluate inventory balances for obsolescence on a regular basis based on the age of the inventory and our sales forecasts. We also determine the net realizable value of our inventory balances using projected selling prices for our products, market prices for the underlying agricultural markets, the age of products, our anticipated costs, and other factors, and compare those prices with the current weighted average costs of our inventories. If our costs are higher than the net realizable value, a valuation adjustment is recorded. Certain seed costs associated with products not yet commercialized are expensed to research and development. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the respective assets. Leasehold improvements are depreciated over the shorter of their useful life or remaining term of the lease. Expenses for repairs and maintenance are expensed as incurred, and upon retirement or sale, the cost and related accumulated depreciation of the disposed assets are removed from the accounts and any resulting gain or loss is recognized in the consolidated statement of operations and comprehensive loss. Depreciation expense has been calculated using the following estimated useful lives: Furniture and fixtures 5-7 years Machinery, field and laboratory equipment 5-7 years Computer equipment 3-5 years Vehicles 3-7 years Buildings and production facilities 15-25 years Building and production facility improvements 5-15 years Industrial, crushing and milling equipment 10-20 years Long-lived assets are reviewed for impairment whenever, in management’s judgement, conditions indicate a possible loss. Such impairment tests compare estimated undiscounted cash flows with the carrying value of the asset. If an impairment is indicated, the asset is written down to its fair value. The Company did not record property or equipment impairment for its continuing operations for the years ended December 31, 2022 and 2021. Spare Parts The Company maintains an inventory of spare parts at its processing plants for repairs and maintenance in the normal course of operations to minimize downtime. The spare parts are recorded at cost and assessed for obsolescence. As the spare parts are primarily composed of critical spares which generally do not turn within 12 months the Company classifies spare parts as a non-current asset and presents them in other assets. As of December 31, 2022 and 2021, the Company had spare parts of $2,348 and $2,000, respectively. Leases The Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. Renewal options are not included in the measurement of the right of use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease. Some of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company recognizes interest expense and depreciation expense for finance leases. Depreciation expense for assets held under finance leases is computed using the straight-line method over the lease term or useful life for leases that contain a transfer of title or reasonably certain purchase option. Our lease agreements contain variable lease payments for increases in rental payment as a result of indexation, common area maintenance, utility, and maintenance charges. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non lease component charges. The Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. Most of the Company’s leases do not provide a readily available implicit interest rate. Therefore, the Company estimates the incremental borrowing discount rate based on information available at lease commencement. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. Goodwill and Intangible Assets Goodwill, arising from a business combination as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed is not amortized and is subject to an annual impairment test as of December 1, unless events indicate an interim test is required. In performing this impairment test, management will first qualitatively assess indicators of a reporting unit’s fair value. If, after completing the qualitative assessment, management believes it is likely that a reporting unit is impaired, a discounted cash flow analysis is prepared to estimate the fair value of the reporting unit. Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash flows based on estimates of future sales volumes, sales prices, production costs, and discount rates. These estimates generally constitute unobservable Level 3 inputs under the fair value hierarchy. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair value of the reporting unit. During the years ended December 31, 2022 and 2021, the Company evaluated goodwill for impairment using a quantitative assessment for all reporting units concluding that goodwill was not impaired. During the year ended December 31, 2020, the Company used a qualitative assessment for one reporting unit and a quantitative assessment for all other reporting units resulting in a goodwill impairment charge of $2,954. Intangible assets consist primarily of customer relationships, trade names, employment agreements, technology licenses, and developed or acquired technology. Intangible assets are valued based on the income approach, which utilizes discounted cash flows, or cost buildup. These estimates generally constitute Level 3 inputs under the fair value hierarchy. In conjunction with business acquisitions, we obtain trade names and permits, enter into employment agreements, and gain access to the developed technology, distribution channels and customer relationships of the acquired companies. Trade names and permits are amortized over their estimated useful life, which is generally 10 years. The developed and acquired technology is amortized over its estimated useful life of 13 years. Customer relationships are expected to provide economic benefits to the Company over the amortization period of 15 years and are amortized on a straight-line basis. The amortization period of customer relationships represents management’s best estimate of the expected usage or consumption of the economic benefits of the acquired assets, which is based on our historical experience of customer attrition rates. Definite lived intangible assets are reviewed for impairment, at the asset group level, whenever, in management’s judgement, impairment indicators are present. At a minimum, we assess all definite lived intangible assets annually for indicators of impairment. When indicators of impairment are present, such an assessment involves estimating undiscounted cash flows over the remaining useful life of the intangible. If the review indicates that undiscounted cash flows are less than the carrying value of the intangible asset, the asset group is written down to fair value, and any impairment is assigned to the assets in the asset group in accordance with the applicable guidance, and a corresponding impairment is recognized in the consolidated statement of operations and comprehensive loss. The Company did not record any definite lived intangible asset impairments for its continuing operations for the years ended December 31, 2022, 2021 or 2020. Debt Issuance Costs The Company capitalizes costs incurred in connection with new borrowings, the establishment or enhancement of credit facilities and the issuance of debt securities. These costs are amortized as an adjustment to interest expense over the life of the borrowing or term of the credit facility using the effective interest method. Debt issuance costs related to a recognized liability are presented in the balance sheet as a direct reduction from the carrying amount of that liability. The unamortized balance of deferred financing costs shown as a reduction from the carrying amount of the liability was $1,973 and $1,231 as of December 31, 2022 and 2021, respectively. Amortization of debt issuance costs was $204, $206 and $228 for the years ended December 31, 2022, 2021 and 2020, respectively. Warrant Liabilities We account for our PIPE Investment Warrants, Private Placement Warrants, Public Warrants, Notes Payable Warrants, and Convertible Notes Payable Warrants as derivative warrant liabilities in accordance with ASC 815 with the exception of the Notes Payable Warrants issued in connection with the Merger which qualify for equity treatment. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the change in fair value of warrants in the consolidated statements of operations. The fair value of the Public Warrants is measured based on the closing price of the warrant traded on the NYSE. The Private Placement Warrants and Convertible Notes Payable Warrants are estimated at each measurement date using a Black-Scholes option pricing model. The PIPE Investment Warrants are estimated at each measurement date using the Monte Carlo simulation. As the Notes Payable Warrant holder has the ability to exercise the warrant at no cost into the Company’s common stock upon expiration, the value of the warrant at each measurement date is based on the closing price of the Company’s common stock. Conversion Option Liability We account for the conversion option on our convertible term loans as a derivative liability in accordance with ASC 815 and therefore recognize the conversion option at fair value and adjust the liability to fair value at each reporting period. The liability is subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in the consolidated statements of operations. The fair value of the conversion option is measured using a Black-Scholes option pricing model. 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. Fair Value Assets and liabilities recorded at fair value on a recurring basis on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Revenue Recognition Product Sales We recognize revenue on product sales, consisting primarily of soybean grain, soybean oil, soybean meal, soybean flakes and soybean flour and texturized flour, processed yellow pea and seed at the point in time when obligations under the terms of a contract with the customer are satisfied. This generally occurs at the time of transfer of control of the product. In reaching this conclusion, we consider several control indicators of the timing of the transfer of control, including significant risks and rewards of ownership, physical possession, and our right to receive payment. Shipping and handling costs related to contracts with customers for product sales are accounted for as a fulfillment activity and not as a separate performance obligation to customers. Sales, use, value-added, and other excise taxes are excluded from the measurement of the transaction price. We generally do not allow a right of return. Collaborative Arrangements The Company analyzes its collaborative arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards, and therefore are within the scope of FASB ASC Topic 808, Collaborative Arrangements (“ASC 808”). These arrangements provide various types of payments to the Company, including upfront fees, funding of research and development services, usage fees and royalty payments on product sales. These payments may not be commensurate with the timing of revenue recognition, and therefore, result in deferral of revenue recognition. We recognize revenue based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied. The revenues from collaborative arrangements were not significant to the consolidated statement of operations for the years ended December 31, 2022 and 2021. Research and Development Expenses Research and development expenses consist of the costs of performing activities to discover and develop products and to advance our intellectual property. These costs consist primarily of employee-related expenses for personnel who research and develop our products, fees for contractors who support product development and breeding activities, expenses for trait validation, greenhouse and field trial expenses, purchasing materials and supplies for our laboratories, licensing, information technology expenses, and other costs associated with operating our own laboratories. Reimbursements of research and development costs from third-party grants are recognized as a reduction of research and development expense. For the years ended December 31, 2022, 2021 and 2020, the Company received grant reimbursement of $295, $479 and $1,016, respectively. Patents We expense patent costs, including related legal costs, as incurred. Costs to maintain, in-license, and defend patents are recorded as selling, general and administrative expenses on the consolidated statements of operations. Costs to write and support the research for filing patents are recorded as research and development expenses on the consolidated statements of operations. Stock-Based Compensation We measure all stock options and restricted stock units (“RSUs”) granted to employees and directors based on the fair value on the date of the grant and recognize compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective awards or the derived service period for awards with market performance vesting conditions. We recognize forfeitures of awards as they occur. We classify stock-based compensation expense in our consolidated statement of operations as research and development and selling, general and administrative expenses as this is consistent with the manner in which the award recipient’s payroll costs are classified. Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement basis and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some portion of the deferred tax assets will not be realized. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that some or all of the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. Discontinued Operations In determining whether a disposal of a component of an entity or a group of components of an entity is required to be presented as a discontinued operation, we make a determination as to whether the disposal represents a strategic shift that had, or will have, a major effect on our operations and financial results. A component of an entity comprises operations and cash flows that can be clearly distinguished from the rest of the entity both operationally and for financial reporting purposes. If we conclude that the disposal represents a strategic shift, then the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from our continuing operating results in the consolidated financial statements. Forward Purchase and Sales Contracts We enter into seed and grain production agreements (“Forward Purchase Contracts”) with seed producers and growers. The seed and grower contracts often require us to pay prices for the seed and grain produced at commodity futures market prices plus a premium. The grower has the option to fix their price with us throughout the term of the agreement. The grower contracts allow for delivery of grain to us at harvest if so specified when the agreement is executed, otherwise delivery occurs on a date that we elect through a specified date of the following year. We enter into sales contracts with grain and ingredients customers (“Forward Sales Contracts”) for the sale of soybeans, processed soybean products, and processed yellow pea. These sales contracts are for a fixed or determinable quantity at a fixed or determinable price and will be physically settled with the delivery of the underlying product. We designate all Forward Purchase Contracts and Forward Sales Contracts as normal purchases and normal sales and as a result are exempt from derivative accounting. Significant Concentrations and Credit Risk Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, and Forward Purchase Contracts. We have cash and cash equivalents, restricted cash and marketable securities at accredited financial institutions and, at times, maintain balances in excess of insured limits but believe such credit risk is minimal. Concentrations of credit risk associated with unsecured accounts receivable may vary between years because of the nature of our business. Our customers primarily consist of businesses operating in the agriculture industry, including retailers that sell our produce, consumer package goods manufacturers that incorporate our ingredients. For the year ended December 31, 2022, one customer generated greater than 10% of consolidated revenue for a total of $45,053. For the year ended December 31, 2021, one customer generated greater than 10% of consolidated revenue for a total of $27,493. For the year ended December 31, 2020, four customers each generated greater than 10% of consolidated revenue for a total of $15,270. Foreign Currency Translation The financial statements for our overseas operations, primarily comprising licensing arrangements and research and development activities in Brazil and Canada, respectively, are translated to U.S. dollars at current exchange rates. For assets and liabilities, the fiscal year-end rate is used. For revenues, expenses, gains, and losses, an approximation of the average rate for the period is used. Unrealized currency adjustments in the consolidated financial statements are accumulated in equity as a component of accumulated other comprehensive loss. The Company has entered into a limited number of operation support contracts with vendors with payments denominated in foreign currencies. We are subject to foreign currency transaction gains or losses on our contracts denominated in foreign currencies. Gains and losses resulting from foreign currency transactions are separately reflected in the consolidated statement of comprehensive loss. To date, foreign currency transaction gains and losses have not been material to our financial statements. Recently Adopted Accounting Guidance 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, |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations 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 made during the first quarter of 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 fair value, as presented below: Fair Value at December 30, 2021 Assets: Cash and cash equivalents $ 56 Accounts receivable 11,746 Inventories 17,283 Prepaid expenses and other current assets 3,627 Property and equipment 68,182 Right of use asset 853 Other assets 2,000 Identified intangible assets 2,220 Goodwill 7,586 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 During the fourth quarter of 2022, we finalized our valuation of the acquisition date assets acquired and liabilities assumed. The measurement period adjustments recorded in 2022 primarily impacted property and equipment, intangible assets, and goodwill. Individually, the measurement period adjustments resulted in an increase to property and equipment by $8,182, an increase to Accounts Receivable by $1,017, a decrease to Inventories by $926, a decrease to Intangible assets by $8,780 and an increase to Goodwill by $1,541. The measurement period adjustments did not have a significant impact on our results of operations. The identified intangible assets consist of customer relationships of $2,000 and permits of $220, respectively. The identified intangible assets are amortized using the straight-line method over their estimated useful lives of 15 years for customer relationships and 10 years for permits. The excess purchase price recorded to goodwill primarily represents the future economic benefits the Company expects to achieve as a result of combining operations and ZFS Creston’s workforce. All of the goodwill is expected to be deductible for income tax purposes. Effective December 30, 2021, results from the operations of the soybean processing facility have been included in the continuing operations of our consolidated statements of operations and comprehensive loss. For the year ended December 31, 2022, $169,978 of revenue was included in the consolidated statement of operations and comprehensive loss. The unaudited pro forma impact on operating results, as if the acquisition had been completed as of the beginning of 2021, would have resulted in reported revenues and a net loss of $220,610 and $140,991, respectively. For purposes of the pro forma disclosures, the Company adjusted for $2,078 of costs attributable to the acquisition. The unaudited pro forma impact on operating results, as if the acquisition had been completed as of the beginning of 2020, would have resulted in reported revenues and a net loss of $160,804 and $82,166, respectively. The unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations would have been had the Company completed the acquisition on the date assumed, nor is it necessarily indicative of the results of operations that may be expected in future periods. In conjunction with the acquisition we incurred $2,078 of acquisition-related costs, including legal and accounting fees. These costs were recorded in selling, general, and administrative expenses in the consolidated statement of operations for the year ended December 30, 2021. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On December 29, 2022, the Company entered into a Stock Purchase Agreement to sell J&J Produce, Inc. (“J&J”) and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments. J&J was the main component of the Company’s former Fresh segment. The closing of the transactions contemplated by the Stock Purchase Agreement is scheduled to occur on June 30, 2023, or such other date as is mutually agreed by the parties. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida for an aggregate purchase price of $18,000, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. The Company will retain continuing involvement of certain operations related to the current harvest season and through the leaseback transaction executed with the buyer. These activities are expected to continue through the close date pursuant to the Stock Purchase Agreement. There were minimal amounts recognized in the current period related to the continued involvement in the current period. The Company incurred an impairment charge of $11,579 and net loss on the sale of $10,246 from the divestiture for the year ended December 31, 2022. The Company’s strategic shift to exit the Fresh segment met the criteria to be classified as businesses held for sale and to be presented as a discontinued operation. Accordingly, the Company reclassified the results of operations of the Fresh segment to discontinued operations in its Consolidated Statements of Operations and for all periods presented. The carrying amounts of the assets and liabilities of the discontinued operations reclassified from their historical balance sheet presentation to assets and liabilities of businesses held for sale were as follows: December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 356 $ 23 Accounts receivable, net 9,808 9,601 Inventories, net 11,633 11,720 Prepaid expenses and other current assets 1,710 3,447 Property and equipment, net — 28,809 Right of use asset, net — 3,740 Goodwill and intangible assets, net — 7,267 Total assets of businesses held for sale $ 23,507 $ 64,607 Liabilities Current liabilities: Accounts payable $ 9,743 $ 15,220 Current lease liability 1,890 591 Current maturities of long-term debt 3,194 80 Accrued expenses and other liabilities 1,614 1,163 Long-term debt — 135 Long-term lease liability — 2,002 Total liabilities of businesses held for sale $ 16,441 $ 19,191 As of December 31, 2022 and 2021, the fair value of the debt included in the liabilities of business held for sale was $3,305 and $214, respectively. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy. The Company capitalized $1,236, $1,320 and $215 of interest costs into property and equipment during the years ended December 31, 2022, 2021 and 2020, respectively. The operating results of the discontinued operations, net of tax, were as follows: Year Ended December 31, 2022 2021 2020 Revenues $ 61,521 $ 56,267 $ 55,278 Cost of sales 58,744 51,311 48,009 Gross profit 2,777 4,956 7,269 Operating expenses: Research and development 22 4 — Selling, general and administrative expenses 9,168 9,605 7,980 Impairment 11,579 — 1,878 Total operating expenses 20,769 9,609 9,858 Loss from discontinued operations (17,992) (4,653) (2,589) Interest expense 33 9 154 Other expense (income), net 10,179 (615) (104) Net loss before income tax (28,204) (4,047) (2,639) Income tax expense 1 — — Net loss from discontinued operations, net of tax $ (28,205) $ (4,047) $ (2,639) Depreciation, amortization and significant operating and investing items in the Consolidated Statement of Cash Flows for the discontinued operations are as follows: Year Ended December 31, 2022 2021 2020 Operating activities Depreciation and amortization $ 2,323 $ 2,339 $ 1,428 Bad debt expense 122 341 44 Impairment 11,579 — 1,878 Net loss on divestiture 10,246 — — Investing activities Payments for acquisitions of property and equipment (9,503) (23,941) (885) Proceeds from divestiture 17,131 — — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value MeasurementsOur financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, commodity derivatives, commodity contracts, accounts payable, accrued liabilities, warrant liabilities, conversion option liabilities, and notes payable. As of December 31, 2022 and 2021, we had cash and cash equivalents of $25,053 and $78,940, respectively, which includes money market funds with maturities of less than three months. As of December 31, 2022, we had restricted cash of $17,912. We had no restricted cash as of December 31, 2021. As of December 31, 2022 and 2021, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximated fair value due to their short maturities. The following tables provide the financial instruments measured at fair value on a recurring basis based on the fair value hierarchy: December 31, 2022 Level 1 Level 2 Level 3 Total Assets U.S. treasury securities $ 1,059 $ — $ — $ 1,059 Corporate bonds — 116,616 — 116,616 Preferred stock — 14,446 — 14,446 Marketable securities $ 1,059 $ 131,062 $ — $ 132,121 Liabilities Warrant liabilities $ 5,469 $ — $ 18,816 $ 24,285 Conversion option liability — — 8,091 8,091 Total liabilities $ 5,469 $ — $ 26,907 $ 32,376 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 $ 20,818 $ — $ 25,233 $ 46,051 Conversion option liability — — 8,783 8,783 Total liabilities $ 20,818 $ — $ 34,016 $ 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. Refer to Note 7 for further discussion. 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, Private Placement Warrants and the Conversion Option Liability 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. As the Notes Payable Warrants are exercisable to the Company’s common stock at no cost, they are marked to the closing price of the Company’s common stock, and therefore, are 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 significant inputs to the valuation of Level 3 warrant and conversion liabilities for the year ended December 31, 2022 were as follows: PIPE Investment Warrants Private Placement Warrants Convertible Notes Payable Warrants Conversion Liability Exercise Price $ 3.90 $ 11.50 $ 2.47 $ 2.47 Stock Price $ 2.55 $ 2.55 $ 2.55 $ 2.55 Volatility 90.4 % 84.0 % 89.0 % 64.7 % Remaining term in years 4.24 3.75 4.00 2.00 Risk-free rate 4.0 % 4.1 % 4.1 % 4.4 % Dividend yield — % — % — % — % The significant inputs to the valuation of Level 3 warrant and conversion liabilities for the year ended December 31, 2021 were as follows: Private Placement Warrants Convertible Notes Payable Warrants Conversion Liability Exercise Price $ 11.50 $ 7.86 $ 8.22 Stock Price $ 7.29 $ 7.29 $ 7.29 Volatility 72.5 % 72.5 % 52.5 % Remaining term in years 4.75 5.00 3.00 Risk-free rate 1.2 % 1.3 % 1.1 % Dividend yield — % — % — % The following table summarizes the change in the warrant and conversion option liabilities categorized as Level 3 for the years ended December 31, 2022 and 2021. Year Ended December 31, 2022 Balance, beginning of period $ 34,016 Change in estimated fair value (33,713) Issuance of PIPE Investment warrants 26,604 Balance, end of period $ 26,907 Year Ended December 31, 2021 Balance, beginning of period $ 5,241 Issuance of Notes Payable Warrants and Convertible Notes Payable Warrants 2,113 Issuance of Convertible Notes Payable conversion option 8,783 Assumption of Private Placement Warrants upon Merger 34,045 Change in estimated fair value (11,616) Conversion of Notes Payable Warrants upon Merger $ (4,550) Balance, end of period $ 34,016 Fair Value of Long-Term Debt As of December 31, 2022 and 2021, the fair value of the Company’s debt, including amounts classified as current, was $103,814 and $84,949, respectively. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy. |
Investments in Available-for-Sa
Investments in Available-for-Sale Securities | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Available-for-Sale Securities | Investments in Available-for-Sale Securities The Company has invested in marketable debt securities, primarily investment grade corporate bonds, preferred stock, and highly liquid U.S Treasury securities, which are held in the custody of a major financial institution. These securities are classified as available-for-sale and, accordingly, the unrealized gains and losses are recorded through other comprehensive income and loss. December 31, 2022 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S government and agency securities $ 1,059 $ — $ — $ 1,059 Corporate notes and bonds 122,257 — (5,641) 116,616 Preferred stock 15,454 — (1,008) 14,446 Total investments $ 138,769 $ — $ (6,648) $ 132,121 December 31, 2021 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S government and agency securities $ — $ — $ — $ — Corporate notes and bonds 82,007 572 (493) 82,086 Preferred stock 21,553 126 (76) 21,603 Total investments $ 103,560 $ 698 $ (569) $ 103,689 The aggregate fair value of investments with unrealized losses that had been owned for less than a year was $66,296 and $48,098 as of December 31, 2022 and 2021, respectively. The aggregate fair value of investments with unrealized losses that had been owned for more than one year was $64,723 as of December 31, 2022. The Company did not have any unrealized losses on investments owned for more than one year as of December 31, 2021. The Company does not intend to sell these securities before recovery of their amortized cost basis. Available-for-sale investments outstanding as of December 31, 2022, classified as marketable securities in the consolidated balance sheets, have maturity dates ranging from the first quarter of 2023 through the fourth quarter of 2026. The fair value of marketable securities as of December 31, 2022 with maturities within one year and one to five years are $47,063 and $85,058, respectively. The Company classifies available-for-sale investments as current based on the nature of the investments and their availability to provide cash for use in current operations, if needed. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 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 soybeans and soybean related products in the normal course of business. These risk management activities are actively monitored for compliance with the Company’s risk management policies. As of December 31, 2022, the Company held financial futures related to a portion of its forecasted purchases of soybeans for an aggregate notional volume of 3,730 bushels of soybeans. 3,715 bushels of the aggregate notional volume will settle in 2023 with the remaining 15 bushels settling in Q1 2024. As of December 31, 2022, the Company held financial futures related to a portion of its forecasted sales of soybean oil for an aggregate notional volume of 364 pounds of soybean oil, all of which will settle in 2023. As of December 31, 2022, the Company held financial futures related to a portion of its forecasted sales of soybean meal for an aggregate notional volume of 91 tons of soybean meal, all of which will settle 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 were as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Asset Derivative Liability Derivative Asset Derivative Liability Derivative Soybeans $ 1,112 $ 1,925 $ 18 $ 49 Soybean oil 533 73 5 1 Soybean meal 400 2,414 — 1,228 Effect of daily cash settlement (2,045) (4,412) (23) (1,278) Net derivatives as classified in the balance sheet $ — $ — $ — $ — The Company had a current asset representing excess cash collateral posted to a margin account of $2,714 as of December 31, 2022. These amounts are not included with the derivatives presented in the table above and are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Currently, the Company does not seek cash flow hedge accounting treatment for its derivative financial instruments and thus changes in fair value are reflected in current earnings. The tables below show the amounts of pre-tax gains and losses related to the Company’s derivatives Year Ended December 31, 2022 Year Ended December 31, 2021 Gain (loss) realized on derivatives Unrealized (loss) gain on derivatives Total (loss) gain recognized in income Gain (loss) realized on derivatives Unrealized (loss) gain on derivatives Total (loss) gain recognized in income Soybeans $ (7,230) $ (783) $ (8,012) $ 211 $ (31) $ 180 Soybean oil (9,781) 438 (9,343) 1,148 4 $ 1,152 Soybean meal (3,247) (786) (4,034) (680) (1,228) $ (1,908) Total $ (20,258) $ (1,131) $ (21,389) $ 679 $ (1,255) $ (576) The Company’s soybean positions are designed to hedge risk related to inventory purchases, therefore the gains and losses on soybean instruments are recorded in cost of sales in the accompanying consolidated statements of operations. The Company’s soybean oil and soybean meal positions are designed to hedge risk related to sales transactions therefore the gains and losses on soybean oil and soybean meal instruments are recorded in revenues The Company classifies the cash effects of its derivatives within the “Cash Flows From Operating Activities” section of the consolidated statements of cash flows. The Company did not commence trading until January 2021, therefore there was no derivative activity or balances as of December 31, 2020. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: December 31, 2022 2021 Raw materials and supplies $ 37,483 $ 18,018 Work-in-process 4,977 2,932 Finished goods 19,650 16,054 Total inventories $ 62,110 $ 37,004 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 represent the direct costs of land preparation, seed, planting, growing, and maintenance. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Components of property and equipment consist of the following: December 31, 2022 2021 Land $ 812 $ 123 Furniture and fixtures 3,535 2,974 Machinery, field, and laboratory equipment 33,143 43,754 Computer equipment 2,062 1,697 Vehicles 447 437 Buildings, production facilities and improvements 60,686 35,362 Industrial, crushing and milling equipment 25,268 25,268 Construction in progress 4,372 1,256 130,325 110,871 Less accumulated depreciation (30,566) (12,795) Property and equipment, net $ 99,759 $ 98,076 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases and subleases real estate in the form of land, laboratory, greenhouse, warehouse, and office facilities. The Company also leases equipment in the form of laboratory equipment, vehicles, railcars, and office equipment. The term for real estate leases ranges from one year to 21 years at inception of the contract and the term for equipment leases ranges from 3 years to 20 years at inception of the contract. Most real estate leases include one or more options to renew, with renewal terms that generally can extend the lease term from one year to 10 years. The leases considered to be financing leases include the office lease for the Company’s headquarters, a building and equipment lease for the Company’s Crop Accelerator facility which opened in 2021, a land lease and two equipment leases. Lease costs are included within cost of sales, selling, general and administrative expenses, and research and development on the consolidated statements of income and comprehensive loss. 2022 2021 2020 Lease cost Finance lease cost: Amortization of right-of-use assets $ 6,620 $ 3,901 $ 1,809 Interest on lease liabilities 7,101 3,916 1,704 Operating lease cost 1,047 253 342 Total lease cost $ 14,768 $ 8,070 $ 3,855 Operating and finance lease right of use assets and liabilities as of the balance sheet dates are as follows: 2022 2021 Assets Finance lease right-of-use assets $ 66,533 $ 72,470 Operating lease right-of-use assets 1,660 1,242 Liabilities Current Finance lease liabilities $ 3,318 $ 1,046 Operating lease liabilities 364 785 Noncurrent Finance lease liabilities $ 76,431 $ 76,712 Operating lease liabilities 1,291 440 Lease term and discount rate consisted of the following as of December 31: 2022 2021 Weighted-average remaining lease term (years): Finance leases 13.4 14.2 Operating leases 7.2 2.8 Weighted-average discount rate: Finance leases 9.2 % 9.2 % Operating leases 9.2 % 6.8 % Supplemental cash flow and other information related to leases for each of the periods ended December 31 were as follows: 2022 2021 2020 Other information Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 1,931 $ 261 $ 796 Operating cash flows from finance leases 4,622 3,332 1,472 Financing cash flows from finance leases 1,583 703 88 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 806 $ 46,021 $ 33,523 Operating leases 2,180 1,229 202 The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancellable operating leases with terms of more than one year to the total operating and finance lease liabilities recognized on the consolidated balance sheet as of December 31, 2022. Finance Lease Operating Lease 2023 $ 8,505 $ 502 2024 11,030 367 2025 10,996 224 2026 11,107 199 2027 11,304 172 Thereafter 94,035 856 Total lease payments 146,977 2,320 Less: NPV discount 67,227 665 Present value of lease liabilities $ 79,749 $ 1,655 |
Leases | Leases The Company leases and subleases real estate in the form of land, laboratory, greenhouse, warehouse, and office facilities. The Company also leases equipment in the form of laboratory equipment, vehicles, railcars, and office equipment. The term for real estate leases ranges from one year to 21 years at inception of the contract and the term for equipment leases ranges from 3 years to 20 years at inception of the contract. Most real estate leases include one or more options to renew, with renewal terms that generally can extend the lease term from one year to 10 years. The leases considered to be financing leases include the office lease for the Company’s headquarters, a building and equipment lease for the Company’s Crop Accelerator facility which opened in 2021, a land lease and two equipment leases. Lease costs are included within cost of sales, selling, general and administrative expenses, and research and development on the consolidated statements of income and comprehensive loss. 2022 2021 2020 Lease cost Finance lease cost: Amortization of right-of-use assets $ 6,620 $ 3,901 $ 1,809 Interest on lease liabilities 7,101 3,916 1,704 Operating lease cost 1,047 253 342 Total lease cost $ 14,768 $ 8,070 $ 3,855 Operating and finance lease right of use assets and liabilities as of the balance sheet dates are as follows: 2022 2021 Assets Finance lease right-of-use assets $ 66,533 $ 72,470 Operating lease right-of-use assets 1,660 1,242 Liabilities Current Finance lease liabilities $ 3,318 $ 1,046 Operating lease liabilities 364 785 Noncurrent Finance lease liabilities $ 76,431 $ 76,712 Operating lease liabilities 1,291 440 Lease term and discount rate consisted of the following as of December 31: 2022 2021 Weighted-average remaining lease term (years): Finance leases 13.4 14.2 Operating leases 7.2 2.8 Weighted-average discount rate: Finance leases 9.2 % 9.2 % Operating leases 9.2 % 6.8 % Supplemental cash flow and other information related to leases for each of the periods ended December 31 were as follows: 2022 2021 2020 Other information Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 1,931 $ 261 $ 796 Operating cash flows from finance leases 4,622 3,332 1,472 Financing cash flows from finance leases 1,583 703 88 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 806 $ 46,021 $ 33,523 Operating leases 2,180 1,229 202 The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancellable operating leases with terms of more than one year to the total operating and finance lease liabilities recognized on the consolidated balance sheet as of December 31, 2022. Finance Lease Operating Lease 2023 $ 8,505 $ 502 2024 11,030 367 2025 10,996 224 2026 11,107 199 2027 11,304 172 Thereafter 94,035 856 Total lease payments 146,977 2,320 Less: NPV discount 67,227 665 Present value of lease liabilities $ 79,749 $ 1,655 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Information regarding our goodwill and intangible assets are as follows: Useful Life Gross Amount Accumulated Amortization Net December 31, 2022 Goodwill Indefinite $ 19,226 $ — $ 19,226 Customer relationships 15 years 3,876 (661) 3,215 Trade names 10 years 715 (292) 423 Developed and acquired technology 13 years 4,710 (724) 3,986 Permits 10 years 600 (73) 527 $ 29,127 $ (1,750) $ 27,377 Useful Life Gross Amount Accumulated Amortization Net December 31, 2021 Goodwill Indefinite $ 17,685 $ — $ 17,685 Customer relationships 15 years 7,376 (375) 7,001 Trade names 10 years 2,715 (219) 2,496 Developed and acquired technology 15 years 7,710 (362) 7,348 Permits 10 years 880 (13) 867 $ 36,366 $ (969) $ 35,397 Adjustments to the fair values of the assets acquired in connection with the acquisition of ZFS Creston during the measurement period resulted in an increase in goodwill of $1,541 and a decrease in customer relationships of $5,500. In conjunction with the quantitative goodwill impairment analysis performed annually, we concluded that the fair value of goodwill exceeded the carrying amount for the years ended December 31, 2022 and 2021. We had an impairment charge of $2,954 to goodwill for the year ended December 31, 2020. Amortization expense on definite lived intangibles was $782, $566 and $440 for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, future amortization of intangible assets is estimated as follows: Amount Year ending December 31: 2023 $ 779 2024 779 2025 779 2026 779 2027 779 Thereafter 4,256 $ 8,151 The weighted average amortization period in total and by intangible asset class as of December 31, 2022 is as follows: Customer relationships 15.0 years Trade names 10.0 years Developed technology 13.0 years Permits 10.0 years Total 13.4 years |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2022 2021 Restricted Cash $ 17,912 $ — Prepaid expenses $ 7,372 $ 8,443 Derivative margin asset 2,714 3,273 Contract asset 433 2,588 Tax receivable 181 1,578 Deposits 702 508 Commitment asset — 416 Other 32 — $ 29,346 $ 16,806 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: December 31, 2022 2021 Payroll and employee benefits $ 12,306 $ 8,736 Insurance premiums 4,687 4,098 Professional services 2,842 2,517 Research and development 924 1,043 Inventory 530 3,168 Interest 167 178 Contract liability 9,965 2,652 Other 2,014 3,216 $ 33,435 $ 25,608 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt December 31, 2022 2021 DDB Term Loan, due April 2024 $ 7,393 $ 8,531 DDB Equipment Loan, due April 2024 1,225 1,925 Convertible Notes Payable, due January 2025 104,591 80,000 Creston Note Payable, matured August 2022 — 5,000 Equipment financing, due March 2025 873 — Notes payable, varying maturities through June 2026 81 98 DDB Revolver — 47 Less: unamortized debt discount and debt issuance costs (7,930) (11,665) 106,233 83,936 Less: DDB Revolver — (47) Less: current maturities of long-term debt (2,242) (6,854) Long-term debt $ 103,991 $ 77,035 Term Loan, Equipment Loan and Revolver In April 2019, our wholly owned subsidiary, DDB entered into a Credit Agreement comprised of a $14,000 aggregate principal amount of floating rate, five-year term loan (“DDB Term Loan”), a $3,500 floating rate, five-year loan to be used for facility expansion (“DDB Equipment Loan”), and a $6,000 floating rate revolving credit facility (“DDB Revolver”), which is renewed annually (together the “Credit Agreement”). As of December 31, 2022, the interest rate is U.S. prime rate plus 0.75% on the DDB Term Loan and DDB Equipment Loan, and U.S. prime rate plus 0.25% on the DDB Revolver. The Credit Agreement is secured by substantially all the real and personal property of DDB and is guaranteed, in part, by Benson Hill, the parent company, to a maximum of $7,000. The DDB Term Loan is payable in equal quarterly installments of $284 plus interest with the remaining balance of $5,972 due in April 2024. The Equipment Loan is payable in equal quarterly installments of $175 plus interest through July 2024. Under the Credit Agreement, DDB and the Company must comply with certain financial covenants based on DDB’s operations, including a minimum working capital covenant, a minimum net worth covenant, a funded debt to EBITDA ratio covenant, and a fixed charge coverage ratio covenant. Benson Hill as guarantor must also comply with a minimum cash covenant. The Credit Agreement also contains various restrictions on our activities, including restrictions on indebtedness, liens, investments, distributions, acquisitions and dispositions, control changes, transactions with affiliates, establishment of bank and brokerage accounts, sale-leaseback transactions, margin stocks, hazardous substances, hedging, and management agreements. During 2022, we were not in violation of the financial covenants under the Credit Agreement. In the fourth quarter of 2022, the DDB Revolver maturity date was extended to November 2023. While the Company is currently in compliance with the amended covenants, there is a risk that the Company will not maintain compliance with the covenants, as discussed further in Note 1 - Description of Business . 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 six 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 (b) 3.25% per annum, plus 5.75% per annum for the first 12 months and principal and interest payments for the remaining 24 months. The term notes 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. 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. Pursuant to the amendment, the Company achieved the milestones required to extend the interest-only period from 12 to 24 months and extend the maturity date by six months. This extended the interest-free period through 2023 and the maturity date to July 2025. 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 5 - Warrant Liabilities ), 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 four months. We were in compliance with these covenants for the year ended December 31, 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 In March 2022, the Company entered into a sale-leaseback transaction relating to certain of the Company’s equipment. The Company evaluated whether the transaction qualified as a sale under ASC 606 and ultimately determined that as the leases are classified as financing leases under ASC 842, the transaction did not qualify as a sale and therefore control of the equipment was not transferred. Therefore, the proceeds from the sales of $1,160 were recorded as a financing liability. The Company will make monthly payments of $33 under the financing arrangement for a term of 36 months. Debt maturities The contractual maturities of debt as of December 31, 2022 are as follows: Amount Year ending December 31: 2023 $ 2,242 2024 73,860 2025 33,458 2026 12 Thereafter — $ 109,573 The contractual maturities table excludes the Convertible Notes Payable final payment outlined above. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Warrant Liabilities | Warrant Liabilities Notes Payable Warrants In February 2020, the Company issued 1,077 warrants to purchase Series C-1 preferred shares or any subsequent preferred share round of Benson Hill Preferred Stock. The preferred stock warrant remained outstanding at the close of the Merger and, therefore, converted into a New Benson Hill Warrant without any action on the part of the Company or the warrant holder. Each warrant was converted based on the Exchange Ratio of 1.0754 resulting in 1,158 warrants to purchase New Benson Hill Common Stock which remained outstanding as of December 31, 2022 at an adjusted stock purchase price of $3.43. 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. Immediately prior to the closing of the Merger with STPC on September 29, 2021, which qualified as a Liquidity Event, the warrant was automatically exchanged for 325 shares of Legacy Benson Hill Common Stock at no cost to the holder and a stock purchase warrant for 225 shares of the Company’s common stock was issued to the holder at an exercise price of $10.00. The Legacy Benson Hill Common Stock issued was converted at the Exchange Ratio resulting in 350 shares of New Benson Hill Common Stock and the stock purchase warrant was converted at the Exchange Ratio resulting in 242 warrants to purchase New Benson Hill Common Stock at an adjusted stock purchase price of $9.30. The stock purchase warrant was determined to be equity classified in accordance with U.S. GAAP and was outstanding as of December 31, 2022. 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 14 — 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 December 31, 2022. 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. All 8,716 warrants remained outstanding as of December 31, 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 as of December 31, 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 will become exercisable on January 8, 2022. The Private Placement Warrants are identical to the Public Warrants, except the Private Placement Warrants will be non-redeemable so long as they are held by Star Peak Sponsor II LLC (“the Sponsor”) or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of Public Warrants and Private Placement Warrants when the price per share of common stock equals or exceeds $18.00: Once the Public Warrants and Private Placement Warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days’ prior written notice of redemption; and if, and only if, the last reported sale price (the “closing price”) of common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised. Redemption of Public Warrants and Private Placement Warrants when the price per share of common stock equals or exceeds $10.00: Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants: in whole and not in part; at $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of common stock; if, and only if, the three |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income (loss) before income taxes for the years ended December 31 consists of the following (in thousands USD): 2022 2021 2020 Domestic operations $ (99,448) $ (121,508) $ (64,593) Foreign operations (193) (461) 121 Total loss before income taxes $ (99,641) $ (121,969) $ (64,472) The provision for income taxes for the years ended December 31 consists of the following (in thousands USD): 2022 2021 2020 Current: Federal $ — $ — $ — State 17 — 7 Foreign 53 (63) 41 Total current 70 (63) 48 Deferred: Federal 15 54 — State 5 43 — Foreign (31) 197 — Total deferred (11) 294 — Income tax expense $ 59 $ 231 $ 48 Reconciliation of the Federal statutory income tax provision for the Company’s effective income tax provision for the years ended December 31 (in thousands USD): 2022 2021 2020 Tax at federal statutory rate $ (20,925) $ (25,613) $ (13,539) State taxes, net of federal effect (4,898) (2,463) (2,040) R&D Credit (2,513) (2,442) (1,289) Valuation allowance 40,377 30,213 15,724 Warrant revaluation (12,156) (3,728) 162 Transaction costs (1,237) 2,936 — Stock based compensation 1,763 628 176 Other, net (352) 700 854 Provision for income taxes $ 59 $ 231 $ 48 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31 are presented as follows (in thousands USD): 2022 2021 Deferred tax assets: Net operating losses $ 65,905 $ 51,580 R&D credits 9,013 6,672 Interest limitation carryover 6,467 3,682 Intangible assets 12,213 10,439 Stock based compensation 3,866 1,031 Advance payments 2,492 — Capitalized R&D expenditures 10,566 — Right of use lease liabilities 20,457 19,833 Loss on discontinued operations 9,976 — Other 7,258 2,331 Gross deferred tax assets 148,213 95,568 Less valuation allowance (118,040) (65,134) Net deferred tax assets 30,173 30,434 Deferred tax liabilities: Right of use assets $ (17,137) $ (18,503) Property and equipment (11,826) (11,933) Other (1,493) (292) Gross deferred tax liabilities (30,456) (30,728) Net deferred tax liability $ (283) $ (294) As discussed in Note 1 - Description of the Business , the Company has made the strategic decision to exit the Fresh segment. The tax treatment of the divestiture will result in tax loss recognition to the Company in the year of divestiture with no carryover of tax losses and other attributes of the divested business. As a result we have recorded a deferred tax asset of $9,976 that is expected to be recognized in 2023. There was no tax benefit recorded due to our valuation allowance position. Any tax benefit would have been recorded as a benefit to discontinued operations. 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 for years beginning after December 31, 2022. The Company does not anticipate material impact in the current year and will continue to evaluate the impacts this will have on future periods. Under the Tax Cuts and Jobs Act of 2017, research and development costs are no longer fully deductible and are required to be capitalized and amortized for U.S. tax purposes effective January 1, 2022. The increase to our gross deferred tax assets related to the mandatory capitalization requirement is fully offset by the valuation allowance. As of December 31, 2022, and 2021, the Company has a net operating loss carryforward, before tax effect, of $276,638 and $223,961 for federal tax purposes, respectively, $156,501 and $106,644 for state tax purposes, respectively and $408 and $1,383 for foreign, respectively. Beginning in tax year 2018 and forward, the federal law has changed such that net operating losses generated after December 31, 2017 may be carried forward indefinitely but may only offset 80% of taxable income. Based on the current law, $24,429 of the federal net operating losses will begin to expire in 2032 and $252,209 of the federal net operating losses have no expiration. The state and foreign losses will begin to expire in 2027 and 2037, respectively. As of December 31, 2022, and 2021, the Company also has federal research and development tax credit carryforwards of approximately $9,013 and $6,672, respectively, to offset future income taxes, which will begin to expire in December 2034. Net operating losses and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest as defined under Sections 382 and 383 in the Internal Revenue Code. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. Analysis of ownership activity occurring through December 31, 2021, indicated that approximately $3,200 of our federal net operating losses and R&D equivalents would be limited under Section 382 due to an ownership change that occurred in 2015. These attributes have been removed from the carryforwards and reflected in the statutory rate reconciliation above. We have not yet finalized analysis of activity through December 31, 2022, or possible impacts on state net operating losses, but these are not expected to have a material permanent impact on our ability to utilize our federal and state net operating losses. We provide for a valuation allowance when it is more likely than not that we will not realize a portion of the deferred tax assets. We have established a valuation allowance against our deferred tax assets described above as current evidence does not suggest we will realize enough taxable income of the appropriate character within the carryforward period to allow us to realize these deferred tax benefits. As of December 31, 2022, and 2021, the Company has provided a valuation allowance of $118,040 and $65,134, respectively. The change in the valuation allowance of $52,906 was primarily due to the generation of additional net operating losses and tax credits for which no benefit was provided. We are subject to federal income taxes in the U.S., Brazil, and Canada, as well as various state and local jurisdictions. Currently, no federal or state income tax returns are under examination by the respective income tax authorities, although tax years 2019-2022 remain open for U.S. federal purposes. Tax years 2018-2022 remain open for most states, Brazil and Canada. Several years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the outcome or the timing of resolution of any uncertain tax position, we do not believe that we need to recognize any liabilities for uncertain tax positions as of December 31, 2022 or 2021. Further, the Company does not anticipate a significant change to the amount of unrecognized tax benefits within the next twelve months. The Company’s policy is to accrue or charge tax penalties and interest related to tax balances to income tax expense. No penalties or interest have been expensed in the reported periods. |
Comprehensive Loss
Comprehensive Loss | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Comprehensive Loss | Comprehensive Loss The Company’s other comprehensive income (loss) (“OCI”) consists of unrealized gains and losses on marketable debt securities classified as available for sale and foreign currency translation adjustments from its subsidiaries in Brazil and Canada. The following table shows changes in accumulated other comprehensive income (loss) (“AOCI”) by component for the years ended 2022, 2021 and 2020: Cumulative Unrealized Total Balance as of December 31, 2019 $ (154) $ (59) $ (213) Other comprehensive loss before reclassifications (226) (109) (335) Amounts reclassified from AOCI — 223 223 Other comprehensive (loss) income (226) 114 (112) Balance as of December 31, 2020 (380) 55 (325) Other comprehensive (loss) income before reclassifications 4 (1,813) (1,809) Amounts reclassified from AOCI — 1,031 1,031 Other comprehensive (loss) income 4 (782) (778) Balance as of December 31, 2021 (376) (727) (1,103) Other comprehensive loss before reclassifications (9) (3,678) (3,687) Amounts reclassified from AOCI — (2,305) (2,305) Other comprehensive loss (9) (5,983) (5,992) Balance as of December 31, 2022 $ (385) $ (6,710) $ (7,095) Amounts reclassified from AOCI were reported within “Other (income) expense, net” on the consolidated statement of operations. The Company’s accounting policy is to release the income tax effects (if applicable) from AOCI when the individual units of account are sold. |
Loss Per Common Share
Loss Per Common Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common ShareThe Company computes basic net income (loss) per share using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities may consist of warrants, stock options, and restricted stock units. The dilutive effect of outstanding warrants, stock options, and restricted stock units are reflected in diluted earnings per share by application of the treasury stock method. The weighted average share impact of warrants, stock options, and restricted stock units that were excluded from the calculation of diluted shares outstanding due to the Company incurring a net loss for the years ended December 31, 2022, 2021 and 2020 were as follows: Anti-dilutive common share equivalents: 2022 2021 2020 Warrants — 577 75 Stock options 4,230 6,773 2,090 Restricted stock units 4,981 116 — Total anti-dilutive common share equivalents 9,211 7,466 2,165 The following table provides the reconciliation of net loss from continuing operations attributable to common stockholders and basic and diluted loss per common share by outlining the numerators and denominators of the computations for the years ended December 31: 2022 2021 2020 Numerator: Net loss from continuing operations $ (99,700) $ (122,200) $ (64,520) Denominator: Weighted average common shares outstanding, basic and diluted 179,867 121,838 83,295 Net loss from continuing operations per common share, basic and diluted $ (0.55) $ (1.00) $ (0.77) |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation On June 12, 2012, the shareholders approved the 2012 Equity Incentive Plan (the “2012 Plan”), which has been subsequently amended. The 2012 Plan provides for the issuance of up to 17,464 equity-based awards in the form of restricted common stock or stock options awards to eligible employees, directors, and consultants. On September 29, 2021, stockholders approved the 2021 Omnibus Incentive Plan, (the “Plan”), replacing the 2012 Equity Incentive Plan (“2012 Plan”), pursuant to which the Company’s Board of Directors (the “Board”) may grant stock awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards, to officers, employees, and directors. The Plan allows for non-employee director grants, which are accounted for in the same manner as employee awards. The Plan provides for the issuance of up to 16,502 stock awards as of December 31, 2022 in addition to the number of shares which remained available for issuance under the 2012 Plan. Stock Options Granted stock options typically vest over two years for board members and four years for all other grants with a contractual life of ten years. The exercise price of stock options were set at the fair market value of such shares on the date of grant. There were no stock options granted for the year ended December 31, 2022. The grant date fair value for the Company’s stock options for the year ended December 31, 2021 were based on the following assumptions used within the Black-Scholes option pricing model: Expected dividend yield 0 % Expected volatility 63 % Risk-free interest rate 0.7 % Expected term in years 6.1 years Weighted average grant date fair value $ 1.49 The following is a summary of our stock option information: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value as of December 31, 2022 Balance at December 31, 2021 12,100 $ 1.76 Granted — — Exercised (2,333) 1.05 Canceled & Forfeited (1,325) 2.24 Expired (90) 3.27 Balance at December 31, 2022 (1) 8,352 $ 1.87 6.95 years $ 7,515 Exercisable at December 31, 2022 5,555 $ 1.57 6.66 years $ 5,863 (1) All 8,352 shares were vested or expected to vest at December 31, 2022. Restricted Stock Units RSUs are convertible into shares of Company common stock upon vesting on a one-to-one basis. The RSUs outstanding as of December 31, 2022 represent a combination of RSUs subject to only time vesting conditions and RSUs subject to both time and market based performance vesting conditions. Any unvested portion of the RSUs shall be terminated and forfeited upon termination of employment or service of the grantee or the failure to achieve performance-based vesting conditions within the award term. The time based awards’ grant date fair value was determined based on the Company’s stock price on the date of grant. Certain of the market based performance awards ’ grant date fair value was determined using a Monte Carlo simulation. Recognition of stock-based compensation expense of all vesting tranches commenced on the date of grant, as the probability of meeting the price thresholds are not considered in determining the timing of expense recognition. Key assumptions for estimating the market based performance awards’ fair value at the date of grant included the closing price of the Company’s common stock on the grant date, historical volatilities of the common stock of comparable publicly traded companies, the risk free interest rate, and the grant term. Information regarding the RSUs activity and weighted average grant-date fair value follows: Time Based Awards Market Based Performance Awards Time Based Awards RSUs Weighted RSUs Weighted Balance as of December 31, 2021 226 $ 8.28 1,682 $ 6.14 Granted 7,580 5.07 3,025 4.05 Released (107) 6.62 — — Cancelled and forfeited (1,201) 6.05 (466) 5.08 Balance as of December 31, 2022 6,498 $ 4.98 4,241 $ 4.76 Stock-Based Compensation Expense The Company recognized $19,520, $7,183 and $1,010 of compensation expense related to grants during the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the total unrecognized compensation cost related to equity awards granted was $50,020. The Company expects to recognize total unrecognized compensation cost over a remaining weighted average period of 2.1 years. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | Common Stock The Company is authorized to issue 440,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of December 31, 2022, there were 206,668 shares issued and outstanding. The common stock has the following characteristics: Voting : Each holder of common stock shall be entitled to one vote for each such share on any matter that is submitted to a vote of stockholders and shall otherwise have the rights conferred by applicable law in respect of such shares. Dividends : Dividends, or other distributions in cash, securities or other property of the Company may be declared and paid or set apart for payment upon the common stock by the Board of Directors from time to time out of any assets or funds of the Company legally available for the payment of dividends, and all holders of common stock shall be entitled to participate in such dividends ratably on a per share basis. No dividends have been declared or paid in the year ended December 31, 2022. Liquidation : Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, and after the holders of the preferred stock of each series shall have been paid in full the amounts to which they respectively shall be entitled in preference to the common stock in accordance with the terms of any outstanding preferred stock and applicable law, the remaining net assets and funds of the Company shall be distributed pro rata to the holders of the common stock and the holders of any preferred stock, but only to the extent that the holders of any preferred stock shall be entitled to participate in such distributions in accordance with the terms of any outstanding preferred stock or applicable law. A consolidation or merger of the Company with or into another corporation or corporations or a sale, whether for cash, shares of stock, securities or properties, or any combination thereof, of all or substantially all of the assets of the Company shall not be deemed or construed to be a liquidation, dissolution or winding up of the Company. Shares Available for Future Issuance : Shares of common stock available for future issuance along with a reconciliation of shares issued or issuable are as follows as of December 31, 2022: Common stock issued and outstanding 206,668 Warrants granted and outstanding 36,043 Options granted and outstanding 8,352 RSUs granted and outstanding 10,739 2021 Omnibus plan reserved shares 3,538 Employee Stock Purchase Plan reserved shares 5,000 At The Market (ATM) reserved shares 39,930 Total 310,270 Maximum number of shares available for issuance 129,730 Shares authorized 440,000 During the fourth quarter of 2022, the Company filed, and the SEC subsequently declared effective, a shelf registration statement on Form S-3 that includes 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 million. |
Employee Benefit Plans and Othe
Employee Benefit Plans and Other Compensation Benefits | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans and Other Compensation Benefits | Employee Benefit Plans and Other Compensation Benefits Retirement Plans We sponsor four qualified plans under Section 401(k) of the Internal Revenue Code along with a simple individual retirement account retirement plan. All employees who meet certain tenure requirements are eligible to participate in one of these plans but not more than one. Under each plan, employees may elect to defer a portion of pretax or post-tax annual compensation, subject to Internal Revenue Service limits, that are matched by the Company at rates ranging from 3% to 5% of qualifying compensation, depending on the plan. During 2022, 2021 and 2020, the Company made contributions to these plans and recognized expense in the amount of $1,636, $1,193 and $912, respectively. Employee Stock Purchase Plan Beginning in the third quarter of 2022, the Company implemented an employee stock purchase plan (the “ESPP”) that allows eligible employees to acquire shares of the Company’s Common Stock at a 15% discount from the closing sales price of the Company’s Common Stock on final day of the applicable offering period. The ESPP is a qualified plan under Section 423 of the Internal Revenue Code. The compensation expense associated with the ESPP was not significant to the consolidated statement of operations for the year ended December 31, 2022. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company accrues for cost related to contingencies when a loss is probable, and the amount is reasonably determinable. Disclosure of contingencies is included in the consolidated financial statements when it is at least reasonably possible that a material loss or an additional material loss in excess of amounts already accrued may be incurred. For all litigation matters, the Company accrued $0 for the years ended December 31, 2022 and 2021. Other Commitments As of December 31, 2022, the Company has committed to purchase from seed producers and growers at dates throughout 2023 and 2024 at fixed prices aggregating to $124.4 million based on commodity futures or market prices, other payments to growers and estimated yields per acre, of which $122.4 are due within one year and the remainder is due in 2024. In addition to the obligations for which the price is fixed or determinable, the Company has committed to purchase from seed producers and growers 3.8 million bushels throughout 2023 and 2024 for which the pricing is currently variable. These amounts are not recorded in the condensed consolidated financial statements because the Company has not taken delivery of the grain or seed as of December 31, 2022 and due to the fact that the grain or seed are subject to specified quality standards prior to delivery. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information In 2022, the Company divested its Fresh segment and reclassified the related financial information to discontinued operations for all periods presented. As the Company divested its Fresh segment, the Company re-evaluated its operating and reportable segments and concluded that it operates under one operating segment and one reportable segment, Ingredients, as its chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. The Company’s current business delivers healthy food ingredients derived from soybean seeds, meal and oil and processed yellow peas. Although the CODM assesses performance and allocates resources on a consolidated basis, the Company has relevant product level revenue disaggregation. Specifically, the Company’s revenue can be disaggregated into the following product categories: Proprietary and Non-Proprietary. Proprietary revenue is defined as any sale of a proprietary bean, byproduct from crushing a proprietary bean, or a blend of proprietary byproducts with commodity grade byproducts. Non-Proprietary revenue is all other revenue from non-Proprietary sources. The Company recognized revenues of $11,631 from shipments to overseas locations and revenues of $369,602 from domestic sales for the year ended December 31, 2022. The revenues from overseas shipments were immaterial for the years ended December 31, 2021 and 2020. In addition, the revenues were also presented for the years ended December 31, 2022, 2021 and 2020 as follows: Year Ended December 31, 2022 2021 2020 Revenues Point in time $ 375,876 $ 90,672 $ 58,835 Over time 5,357 273 235 Total Revenues $ 381,233 $ 90,945 $ 59,070 Proprietary (1) 72,578 38,043 — Non-Proprietary 308,655 52,902 59,070 Total Revenues $ 381,233 $ 90,945 $ 59,070 (1) Proprietary revenues were not significant for the year ended December 31, 2020. The CODM uses Adjusted EBITDA to review and assess the operating performance of the Company. The Company defines Adjusted EBITDA as net loss from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, and the impact of significant non-recurring items. Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA for the year ended December 31, 2022 were as follows : Net loss from continuing operations $ (99,700) Interest expense, net 21,444 Income tax expense (benefit) 59 Depreciation and amortization 20,513 Stock-based compensation 19,520 Change in fair value of warrants (49,063) Other non-recurring costs, including acquisition costs 5,582 Total Adjusted EBITDA $ (81,645) Adjustments to reconcile consolidated net loss to Adjusted EBITDA from our continuing operations for the year ended December 31, 2021 were as follows : Net loss from continuing operations $ (122,200) Interest expense, net 4,481 Income tax (expense) benefit 231 Depreciation and amortization 10,478 Stock-based compensation 7,183 Change in fair value of warrants (12,127) Other non-recurring costs, including acquisition costs 4,688 Employee retention credit (1,550) Merger transaction costs 11,693 Non-recurring public company readiness costs 5,265 Loss on extinguishment of debt 11,742 South America seed production costs 2,805 Total Adjusted EBITDA $ (77,311) Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA for the year ended December 31, 2020 were as follows : Net loss from continuing operations $ (64,520) Interest expense, net 6,554 Income tax (expense) benefit 48 Depreciation and amortization 6,076 Stock-based compensation 1,010 Change in fair value of warrants 661 Other non-recurring costs, including acquisition costs 528 Impairment of goodwill 2,954 Total Adjusted EBITDA $ (46,689) |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Summarized quarterly financial data for 2022 and 2021 were as follows: Three Months Ended Mar. 31 Jun. 30 Sep. 30 Dec. 31 2022: Revenues $ 66,126 $ 93,631 $ 122,296 $ 99,180 Gross profit (loss) $ (8,935) $ 5,742 $ 5,931 $ 789 Net loss from continuing operations $ (17,424) $ (25,098) $ (26,415) $ (30,763) Net loss per share (1) : Basic $ (0.10) $ (0.15) $ (0.16) $ (0.29) Diluted $ (0.10) $ (0.15) $ (0.16) $ (0.29) 2021: Revenues $ 14,238 $ 22,786 $ 23,189 $ 30,732 Gross profit (loss) $ (938) $ (2,603) $ 880 $ (3,240) Net loss from continuing operations $ (21,662) $ (27,057) $ (32,288) $ (41,193) Net loss per share (1) : Basic $ (0.21) $ (0.25) $ (0.29) $ (0.27) Diluted $ (0.21) $ (0.25) $ (0.29) $ (0.27) (1) Net loss per share is computed independently for each of the periods presented. The sum of the quarterly earnings per share do not equal the total earnings per share computed for the year due to rounding. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 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 audited balance sheet date of December 31, 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 December 31, 2022, and events that occurred subsequently but were not recognized in the financial statements. In March 2023, the Company entered into a third amendment to the Convertible Loan and Security Agreement, which, among other things, extended the interest-only period for six months through the second quarter of 2024 and allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the terms of this amendment increased the final balloon payment by 200 basis points, reset the prime rate floor from 5.75% to 7.75%, and amended the exercise price of the Convertible Notes Payable Warrants to be the lower of (i) $2.47; (ii) the 5-day VWAP determined as of March 10, 2023, where “5-day VWAP” means the volume-weighted average price of the Company’s Common Stock, determined for the five consecutive trading days ending on the last trading day immediately preceding the applicable date; and (iii) the effective price per share of any bona fide equity offering prior to March 10, 2024. Fees associated with the amendment were 2% of the outstanding balance, or $2 million. |
Schedule II - Benson Hill, Inc.
Schedule II - Benson Hill, Inc. Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Benson Hill, Inc. Valuation and Qualifying Accounts | Schedule II Benson Hill, Inc. (In Thousands USD) Balance at Beginning of Year Additions (Reductions) Charged to Costs and Expenses Balance at End of Year Year Ended December 31, 2022 Reserves deducted from asset accounts: Accounts receivable and other receivables $ 341 $ 527 $ 868 Inventories 698 (271) 427 Deferred income taxes 65,134 52,906 118,040 Year Ended December 31, 2021 Reserves deducted from asset accounts: Accounts receivable and other receivables $ 122 $ 219 $ 341 Inventories 341 357 698 Deferred income taxes 34,921 30,213 65,134 Year Ended December 31, 2020 Reserves deducted from asset accounts: Accounts receivable and other receivables $ 9 $ 113 $ 122 Inventories 211 130 341 Deferred income taxes 19,293 15,628 34,921 All other financial statement schedules listed under SEC rules but not included in this report are omitted because they are not applicable or the required information is provided in the notes to our consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies Basis (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Basis of Presentation | The Company prepares its consolidated financial statements in conformity with U.S. GAAP and Securities and Exchange Commission regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant management estimates include those with respect to allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of our warrant liabilities and conversion option liability. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash We consider all short-term, highly liquid investments with maturities of 90 days or less at acquisition date to be cash equivalents. Restricted cash primarily represents cash proceeds from the sale of certain assets pursuant to the covenants with a lender. Restricted cash is classified as non-current if the Company expects that the cash will remain restricted for a period greater than one-year. Current restricted cash is included in the prepaid expenses and other current assets on the consolidated balance sheets. |
Marketable Securities | Marketable Securities We classify our investment securities as available-for-sale on the date of purchase. The securities are recorded at their fair value with the unrealized gains and losses, net of tax effect, recorded in other comprehensive income and loss. Realized gains and losses affect income, including the release of previously unrealized gains and losses from other comprehensive income and loss. Premiums and discounts are amortized on the straight-line method. Gains and losses on the sale of securities are determined using the specific-identification method. |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts owed to us from the sale of harvested grain, soybean meal, soybean oil, soybean flakes, soybean flour, royalties, and licensing of proprietary technology. The carrying value of our receivables represent estimated net realizable values. We generally do not require collateral and estimate any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables, and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is recorded accordingly. |
Derivatives | Derivatives The Company uses exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade (“CBOT”) prices related to forecasted purchases and sales of soybean and soybean related products in the normal course of business. The Company has master netting agreements with its counterparties which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Further, all of the Company’s derivative contracts are centrally cleared and therefore are cash-settled on a daily basis which results in the derivative contracts having a fair value that approximates zero on a daily basis. Refer to Note 7 for more information. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. All of the Company’s derivatives have not been designated as hedging instruments, and as such, changes in fair value of these derivatives are recognized in earnings immediately. The Company’s soybean positions are designed to hedge risk related to inventory purchases therefore the gains and losses on soybean instruments are recorded in cost of sales in the consolidated statements of operations. The Company’s meal and oil positions are designed to hedge risk related to sales transactions therefore the gains and losses on meal and oil instruments are recorded in revenues in the consolidated statements of operations. The Company classifies the cash effects of its derivatives within the “Cash Flows From Operating Activities” section of the consolidated statements of cash flows. |
Inventories | Inventories Inventories, primarily comprised of dry beans, seeds, grain, soybean meal, soybean oil, soybean flakes, soybean flour and related packaging materials, are recorded at the lower of cost or net realizable value with cost determined on the first-in, first-out basis. Work in process inventory includes direct costs for land preparation, seed, planting, growing, and maintenance as well as seed provided to contracted seed producers and growers with which we hold a purchase option for, or are required to purchase, the future harvested seeds or grain. We evaluate inventory balances for obsolescence on a regular basis based on the age of the inventory and our sales forecasts. We also determine the net realizable value of our inventory balances using projected selling prices for our products, market prices for the underlying agricultural markets, the age of products, our anticipated costs, and other factors, and compare those prices with the current weighted average costs of our inventories. If our costs are higher than the net realizable value, a valuation adjustment is recorded. Certain seed costs associated with products not yet commercialized are expensed to research and development. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the respective assets. Leasehold improvements are depreciated over the shorter of their useful life or remaining term of the lease. Expenses for repairs and maintenance are expensed as incurred, and upon retirement or sale, the cost and related accumulated depreciation of the disposed assets are removed from the accounts and any resulting gain or loss is recognized in the consolidated statement of operations and comprehensive loss. Depreciation expense has been calculated using the following estimated useful lives: Furniture and fixtures 5-7 years Machinery, field and laboratory equipment 5-7 years Computer equipment 3-5 years Vehicles 3-7 years Buildings and production facilities 15-25 years Building and production facility improvements 5-15 years Industrial, crushing and milling equipment 10-20 years Long-lived assets are reviewed for impairment whenever, in management’s judgement, conditions indicate a possible loss. Such impairment tests compare estimated undiscounted cash flows with the carrying value of the asset. If an impairment is indicated, the asset is written down to its fair value. The Company did not record property or equipment impairment for its continuing operations for the years ended December 31, 2022 and 2021. |
Leases | Leases The Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. Renewal options are not included in the measurement of the right of use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease. Some of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company recognizes interest expense and depreciation expense for finance leases. Depreciation expense for assets held under finance leases is computed using the straight-line method over the lease term or useful life for leases that contain a transfer of title or reasonably certain purchase option. Our lease agreements contain variable lease payments for increases in rental payment as a result of indexation, common area maintenance, utility, and maintenance charges. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non lease component charges. The Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. Most of the Company’s leases do not provide a readily available implicit interest rate. Therefore, the Company estimates the incremental borrowing discount rate based on information available at lease commencement. The incremental borrowing rate |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill, arising from a business combination as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed is not amortized and is subject to an annual impairment test as of December 1, unless events indicate an interim test is required. In performing this impairment test, management will first qualitatively assess indicators of a reporting unit’s fair value. If, after completing the qualitative assessment, management believes it is likely that a reporting unit is impaired, a discounted cash flow analysis is prepared to estimate the fair value of the reporting unit. Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash flows based on estimates of future sales volumes, sales prices, production costs, and discount rates. These estimates generally constitute unobservable Level 3 inputs under the fair value hierarchy. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair value of the reporting unit. During the years ended December 31, 2022 and 2021, the Company evaluated goodwill for impairment using a quantitative assessment for all reporting units concluding that goodwill was not impaired. During the year ended December 31, 2020, the Company used a qualitative assessment for one reporting unit and a quantitative assessment for all other reporting units resulting in a goodwill impairment charge of $2,954. Intangible assets consist primarily of customer relationships, trade names, employment agreements, technology licenses, and developed or acquired technology. Intangible assets are valued based on the income approach, which utilizes discounted cash flows, or cost buildup. These estimates generally constitute Level 3 inputs under the fair value hierarchy. In conjunction with business acquisitions, we obtain trade names and permits, enter into employment agreements, and gain access to the developed technology, distribution channels and customer relationships of the acquired companies. Trade names and permits are amortized over their estimated useful life, which is generally 10 years. The developed and acquired technology is amortized over its estimated useful life of 13 years. Customer relationships are expected to provide economic benefits to the Company over the amortization period of 15 years and are amortized on a straight-line basis. The amortization period of customer relationships represents management’s best estimate of the expected usage or consumption of the economic benefits of the acquired assets, which is based on our historical experience of customer attrition rates. |
Debt Issuance Costs | Debt Issuance CostsThe Company capitalizes costs incurred in connection with new borrowings, the establishment or enhancement of credit facilities and the issuance of debt securities. These costs are amortized as an adjustment to interest expense over the life of the borrowing or term of the credit facility using the effective interest method. Debt issuance costs related to a recognized liability are presented in the balance sheet as a direct reduction from the carrying amount of that liability. |
Warrant Liabilities | Warrant Liabilities We account for our PIPE Investment Warrants, Private Placement Warrants, Public Warrants, Notes Payable Warrants, and Convertible Notes Payable Warrants as derivative warrant liabilities in accordance with ASC 815 with the exception of the Notes Payable Warrants issued in connection with the Merger which qualify for equity treatment. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the |
Conversion Option Liability | Conversion Option Liability We account for the conversion option on our convertible term loans as a derivative liability in accordance with ASC 815 and therefore recognize the conversion option at fair value and adjust the liability to fair value at each reporting period. The liability is subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in the consolidated statements of operations. The fair value of the conversion option is measured using a Black-Scholes option pricing model. |
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. |
Fair Value | Fair Value Assets and liabilities recorded at fair value on a recurring basis on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Revenue Recognition | Revenue Recognition Product Sales We recognize revenue on product sales, consisting primarily of soybean grain, soybean oil, soybean meal, soybean flakes and soybean flour and texturized flour, processed yellow pea and seed at the point in time when obligations under the terms of a contract with the customer are satisfied. This generally occurs at the time of transfer of control of the product. In reaching this conclusion, we consider several control indicators of the timing of the transfer of control, including significant risks and rewards of ownership, physical possession, and our right to receive payment. Shipping and handling costs related to contracts with customers for product sales are accounted for as a fulfillment activity and not as a separate performance obligation to customers. Sales, use, value-added, and other excise taxes are excluded from the measurement of the transaction price. We generally do not allow a right of return. Collaborative Arrangements The Company analyzes its collaborative arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards, and therefore are within the scope of FASB ASC Topic 808, Collaborative Arrangements (“ASC 808”). These arrangements provide various types of payments to the Company, including upfront fees, funding of research and development services, usage fees and royalty payments on product sales. These payments may not be commensurate with the timing of revenue recognition, and therefore, result in deferral of revenue recognition. We recognize revenue based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied. The revenues from collaborative arrangements were not significant to the consolidated statement of operations for the years ended December 31, 2022 and 2021. Forward Purchase and Sales Contracts We enter into seed and grain production agreements (“Forward Purchase Contracts”) with seed producers and growers. The seed and grower contracts often require us to pay prices for the seed and grain produced at commodity futures market prices plus a premium. The grower has the option to fix their price with us throughout the term of the agreement. The grower contracts allow for delivery of grain to us at harvest if so specified when the agreement is executed, otherwise delivery occurs on a date that we elect through a specified date of the following year. We enter into sales contracts with grain and ingredients customers (“Forward Sales Contracts”) for the sale of soybeans, processed soybean products, and processed yellow pea. These sales contracts are for a fixed or determinable quantity at a fixed or determinable price and will be physically settled with the delivery of the underlying product. We designate all Forward Purchase Contracts and Forward Sales Contracts as normal purchases and normal sales and as a result are exempt from derivative accounting. |
Research and Development Expenses | Research and Development ExpensesResearch and development expenses consist of the costs of performing activities to discover and develop products and to advance our intellectual property. These costs consist primarily of employee-related expenses for personnel who research and develop our products, fees for contractors who support product development and breeding activities, expenses for trait validation, greenhouse and field trial expenses, purchasing materials and supplies for our laboratories, licensing, information technology expenses, and other costs associated with operating our own laboratories. Reimbursements of research and development costs from third-party grants are recognized as a reduction of research and development expense. |
Patents | Patents We expense patent costs, including related legal costs, as incurred. Costs to maintain, in-license, and defend patents are recorded as selling, general and administrative expenses on the consolidated statements of operations. Costs to write and support the research for filing patents are recorded as research and development expenses on the consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation We measure all stock options and restricted stock units (“RSUs”) granted to employees and directors based on the fair value on the date of the grant and recognize compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective awards or the derived service period for awards with market performance vesting conditions. We recognize forfeitures of awards as they occur. We classify stock-based compensation expense in our consolidated statement of operations as research and development and selling, general and administrative expenses as this is consistent with the manner in which the award recipient’s payroll costs are classified. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement basis and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some portion of the deferred tax assets will not be realized. |
Discontinued Operations | Discontinued Operations In determining whether a disposal of a component of an entity or a group of components of an entity is required to be presented as a discontinued operation, we make a determination as to whether the disposal represents a strategic shift that had, or will have, a major effect on our operations and financial results. A component of an entity comprises operations and cash flows that can be clearly distinguished from the rest of the entity both operationally and for financial reporting purposes. If we conclude that the disposal represents a strategic shift, then the results of operations of the group of assets being disposed of (as well as |
Significant Concentrations and Credit Risk | Significant Concentrations and Credit Risk Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, and Forward Purchase Contracts. We have cash and cash equivalents, restricted cash and marketable securities at accredited financial institutions and, at times, maintain balances in excess of insured limits but believe such credit risk is minimal. Concentrations of credit risk associated with unsecured accounts receivable may vary between years because of the nature of our business. |
Foreign Currency Translation | Foreign Currency Translation The financial statements for our overseas operations, primarily comprising licensing arrangements and research and development activities in Brazil and Canada, respectively, are translated to U.S. dollars at current exchange rates. For assets and liabilities, the fiscal year-end rate is used. For revenues, expenses, gains, and losses, an approximation of the average rate for the period is used. Unrealized currency adjustments in the consolidated financial statements are accumulated in equity as a component of accumulated other comprehensive loss. |
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 its 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 will more likely than not be required to sell, such debt securities before recovering the 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 performed periodic credit reviews of all active customers, reviewed all trade receivables greater than 90 days past due, calculated historical loss rates and reviewed 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. In December 2022, the FASB issued ASU 2022-06 and deferred the sunset date of the Reference Rate Reform (Topic 848) from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The amendments apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The Company has a floating rate revolving credit facility, a term loan and an equipment loan due in April 2024 and plans on phasing out LIBOR as a reference rate before December 31, 2024. 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. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (“SEC”) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Basis (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets, inclusive of $356 of cash and cash equivalents reported within current assets held for sale due to discontinued operations, to the amounts shown in the consolidated statements of cash flows (in thousands USD): December 31, 2022 2021 Cash and cash equivalents $ 25,409 $ 78,963 Restricted cash, current 17,912 — Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 43,321 $ 78,963 |
Schedule of Estimated Useful Lives | Depreciation expense has been calculated using the following estimated useful lives: Furniture and fixtures 5-7 years Machinery, field and laboratory equipment 5-7 years Computer equipment 3-5 years Vehicles 3-7 years Buildings and production facilities 15-25 years Building and production facility improvements 5-15 years Industrial, crushing and milling equipment 10-20 years Components of property and equipment consist of the following: December 31, 2022 2021 Land $ 812 $ 123 Furniture and fixtures 3,535 2,974 Machinery, field, and laboratory equipment 33,143 43,754 Computer equipment 2,062 1,697 Vehicles 447 437 Buildings, production facilities and improvements 60,686 35,362 Industrial, crushing and milling equipment 25,268 25,268 Construction in progress 4,372 1,256 130,325 110,871 Less accumulated depreciation (30,566) (12,795) Property and equipment, net $ 99,759 $ 98,076 |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets, inclusive of $356 of cash and cash equivalents reported within current assets held for sale due to discontinued operations, to the amounts shown in the consolidated statements of cash flows (in thousands USD): December 31, 2022 2021 Cash and cash equivalents $ 25,409 $ 78,963 Restricted cash, current 17,912 — Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 43,321 $ 78,963 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Acquired Assets and Liabilities | Fair Value at December 30, 2021 Assets: Cash and cash equivalents $ 56 Accounts receivable 11,746 Inventories 17,283 Prepaid expenses and other current assets 3,627 Property and equipment 68,182 Right of use asset 853 Other assets 2,000 Identified intangible assets 2,220 Goodwill 7,586 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 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The carrying amounts of the assets and liabilities of the discontinued operations reclassified from their historical balance sheet presentation to assets and liabilities of businesses held for sale were as follows: December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 356 $ 23 Accounts receivable, net 9,808 9,601 Inventories, net 11,633 11,720 Prepaid expenses and other current assets 1,710 3,447 Property and equipment, net — 28,809 Right of use asset, net — 3,740 Goodwill and intangible assets, net — 7,267 Total assets of businesses held for sale $ 23,507 $ 64,607 Liabilities Current liabilities: Accounts payable $ 9,743 $ 15,220 Current lease liability 1,890 591 Current maturities of long-term debt 3,194 80 Accrued expenses and other liabilities 1,614 1,163 Long-term debt — 135 Long-term lease liability — 2,002 Total liabilities of businesses held for sale $ 16,441 $ 19,191 As of December 31, 2022 and 2021, the fair value of the debt included in the liabilities of business held for sale was $3,305 and $214, respectively. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy. The Company capitalized $1,236, $1,320 and $215 of interest costs into property and equipment during the years ended December 31, 2022, 2021 and 2020, respectively. The operating results of the discontinued operations, net of tax, were as follows: Year Ended December 31, 2022 2021 2020 Revenues $ 61,521 $ 56,267 $ 55,278 Cost of sales 58,744 51,311 48,009 Gross profit 2,777 4,956 7,269 Operating expenses: Research and development 22 4 — Selling, general and administrative expenses 9,168 9,605 7,980 Impairment 11,579 — 1,878 Total operating expenses 20,769 9,609 9,858 Loss from discontinued operations (17,992) (4,653) (2,589) Interest expense 33 9 154 Other expense (income), net 10,179 (615) (104) Net loss before income tax (28,204) (4,047) (2,639) Income tax expense 1 — — Net loss from discontinued operations, net of tax $ (28,205) $ (4,047) $ (2,639) Depreciation, amortization and significant operating and investing items in the Consolidated Statement of Cash Flows for the discontinued operations are as follows: Year Ended December 31, 2022 2021 2020 Operating activities Depreciation and amortization $ 2,323 $ 2,339 $ 1,428 Bad debt expense 122 341 44 Impairment 11,579 — 1,878 Net loss on divestiture 10,246 — — Investing activities Payments for acquisitions of property and equipment (9,503) (23,941) (885) Proceeds from divestiture 17,131 — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value | The following tables provide the financial instruments measured at fair value on a recurring basis based on the fair value hierarchy: December 31, 2022 Level 1 Level 2 Level 3 Total Assets U.S. treasury securities $ 1,059 $ — $ — $ 1,059 Corporate bonds — 116,616 — 116,616 Preferred stock — 14,446 — 14,446 Marketable securities $ 1,059 $ 131,062 $ — $ 132,121 Liabilities Warrant liabilities $ 5,469 $ — $ 18,816 $ 24,285 Conversion option liability — — 8,091 8,091 Total liabilities $ 5,469 $ — $ 26,907 $ 32,376 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 $ 20,818 $ — $ 25,233 $ 46,051 Conversion option liability — — 8,783 8,783 Total liabilities $ 20,818 $ — $ 34,016 $ 54,834 |
Schedule of Significant Inputs to Valuation of Level 3 Warrant and Conversion Liabilities | The significant inputs to the valuation of Level 3 warrant and conversion liabilities for the year ended December 31, 2022 were as follows: PIPE Investment Warrants Private Placement Warrants Convertible Notes Payable Warrants Conversion Liability Exercise Price $ 3.90 $ 11.50 $ 2.47 $ 2.47 Stock Price $ 2.55 $ 2.55 $ 2.55 $ 2.55 Volatility 90.4 % 84.0 % 89.0 % 64.7 % Remaining term in years 4.24 3.75 4.00 2.00 Risk-free rate 4.0 % 4.1 % 4.1 % 4.4 % Dividend yield — % — % — % — % The significant inputs to the valuation of Level 3 warrant and conversion liabilities for the year ended December 31, 2021 were as follows: Private Placement Warrants Convertible Notes Payable Warrants Conversion Liability Exercise Price $ 11.50 $ 7.86 $ 8.22 Stock Price $ 7.29 $ 7.29 $ 7.29 Volatility 72.5 % 72.5 % 52.5 % Remaining term in years 4.75 5.00 3.00 Risk-free rate 1.2 % 1.3 % 1.1 % Dividend yield — % — % — % |
Summary of Changes in Warrant and Conversion Option Liabilities | The following table summarizes the change in the warrant and conversion option liabilities categorized as Level 3 for the years ended December 31, 2022 and 2021. Year Ended December 31, 2022 Balance, beginning of period $ 34,016 Change in estimated fair value (33,713) Issuance of PIPE Investment warrants 26,604 Balance, end of period $ 26,907 Year Ended December 31, 2021 Balance, beginning of period $ 5,241 Issuance of Notes Payable Warrants and Convertible Notes Payable Warrants 2,113 Issuance of Convertible Notes Payable conversion option 8,783 Assumption of Private Placement Warrants upon Merger 34,045 Change in estimated fair value (11,616) Conversion of Notes Payable Warrants upon Merger $ (4,550) Balance, end of period $ 34,016 |
Investments in Available-for-_2
Investments in Available-for-Sale Securities (Tables) | 12 Months Ended |
Dec. 31, 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. December 31, 2022 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S government and agency securities $ 1,059 $ — $ — $ 1,059 Corporate notes and bonds 122,257 — (5,641) 116,616 Preferred stock 15,454 — (1,008) 14,446 Total investments $ 138,769 $ — $ (6,648) $ 132,121 December 31, 2021 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S government and agency securities $ — $ — $ — $ — Corporate notes and bonds 82,007 572 (493) 82,086 Preferred stock 21,553 126 (76) 21,603 Total investments $ 103,560 $ 698 $ (569) $ 103,689 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Contracts | The Company’s derivative contracts were as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Asset Derivative Liability Derivative Asset Derivative Liability Derivative Soybeans $ 1,112 $ 1,925 $ 18 $ 49 Soybean oil 533 73 5 1 Soybean meal 400 2,414 — 1,228 Effect of daily cash settlement (2,045) (4,412) (23) (1,278) Net derivatives as classified in the balance sheet $ — $ — $ — $ — |
Schedule of Pre-tax Gains (Losses) | The tables below show the amounts of pre-tax gains and losses related to the Company’s derivatives Year Ended December 31, 2022 Year Ended December 31, 2021 Gain (loss) realized on derivatives Unrealized (loss) gain on derivatives Total (loss) gain recognized in income Gain (loss) realized on derivatives Unrealized (loss) gain on derivatives Total (loss) gain recognized in income Soybeans $ (7,230) $ (783) $ (8,012) $ 211 $ (31) $ 180 Soybean oil (9,781) 438 (9,343) 1,148 4 $ 1,152 Soybean meal (3,247) (786) (4,034) (680) (1,228) $ (1,908) Total $ (20,258) $ (1,131) $ (21,389) $ 679 $ (1,255) $ (576) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: December 31, 2022 2021 Raw materials and supplies $ 37,483 $ 18,018 Work-in-process 4,977 2,932 Finished goods 19,650 16,054 Total inventories $ 62,110 $ 37,004 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Depreciation expense has been calculated using the following estimated useful lives: Furniture and fixtures 5-7 years Machinery, field and laboratory equipment 5-7 years Computer equipment 3-5 years Vehicles 3-7 years Buildings and production facilities 15-25 years Building and production facility improvements 5-15 years Industrial, crushing and milling equipment 10-20 years Components of property and equipment consist of the following: December 31, 2022 2021 Land $ 812 $ 123 Furniture and fixtures 3,535 2,974 Machinery, field, and laboratory equipment 33,143 43,754 Computer equipment 2,062 1,697 Vehicles 447 437 Buildings, production facilities and improvements 60,686 35,362 Industrial, crushing and milling equipment 25,268 25,268 Construction in progress 4,372 1,256 130,325 110,871 Less accumulated depreciation (30,566) (12,795) Property and equipment, net $ 99,759 $ 98,076 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Costs | Lease costs are included within cost of sales, selling, general and administrative expenses, and research and development on the consolidated statements of income and comprehensive loss. 2022 2021 2020 Lease cost Finance lease cost: Amortization of right-of-use assets $ 6,620 $ 3,901 $ 1,809 Interest on lease liabilities 7,101 3,916 1,704 Operating lease cost 1,047 253 342 Total lease cost $ 14,768 $ 8,070 $ 3,855 |
Schedule of Components of Operating and Finance Lease Right of use Assets and Liabilities | Operating and finance lease right of use assets and liabilities as of the balance sheet dates are as follows: 2022 2021 Assets Finance lease right-of-use assets $ 66,533 $ 72,470 Operating lease right-of-use assets 1,660 1,242 Liabilities Current Finance lease liabilities $ 3,318 $ 1,046 Operating lease liabilities 364 785 Noncurrent Finance lease liabilities $ 76,431 $ 76,712 Operating lease liabilities 1,291 440 Lease term and discount rate consisted of the following as of December 31: 2022 2021 Weighted-average remaining lease term (years): Finance leases 13.4 14.2 Operating leases 7.2 2.8 Weighted-average discount rate: Finance leases 9.2 % 9.2 % Operating leases 9.2 % 6.8 % |
Schedule of Supplemental Cash Flow | Supplemental cash flow and other information related to leases for each of the periods ended December 31 were as follows: 2022 2021 2020 Other information Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 1,931 $ 261 $ 796 Operating cash flows from finance leases 4,622 3,332 1,472 Financing cash flows from finance leases 1,583 703 88 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 806 $ 46,021 $ 33,523 Operating leases 2,180 1,229 202 |
Schedule of Future Minimum Lease Payments | The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancellable operating leases with terms of more than one year to the total operating and finance lease liabilities recognized on the consolidated balance sheet as of December 31, 2022. Finance Lease Operating Lease 2023 $ 8,505 $ 502 2024 11,030 367 2025 10,996 224 2026 11,107 199 2027 11,304 172 Thereafter 94,035 856 Total lease payments 146,977 2,320 Less: NPV discount 67,227 665 Present value of lease liabilities $ 79,749 $ 1,655 |
Schedule of Future Minimum Lease Payments | The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancellable operating leases with terms of more than one year to the total operating and finance lease liabilities recognized on the consolidated balance sheet as of December 31, 2022. Finance Lease Operating Lease 2023 $ 8,505 $ 502 2024 11,030 367 2025 10,996 224 2026 11,107 199 2027 11,304 172 Thereafter 94,035 856 Total lease payments 146,977 2,320 Less: NPV discount 67,227 665 Present value of lease liabilities $ 79,749 $ 1,655 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | Information regarding our goodwill and intangible assets are as follows: Useful Life Gross Amount Accumulated Amortization Net December 31, 2022 Goodwill Indefinite $ 19,226 $ — $ 19,226 Customer relationships 15 years 3,876 (661) 3,215 Trade names 10 years 715 (292) 423 Developed and acquired technology 13 years 4,710 (724) 3,986 Permits 10 years 600 (73) 527 $ 29,127 $ (1,750) $ 27,377 Useful Life Gross Amount Accumulated Amortization Net December 31, 2021 Goodwill Indefinite $ 17,685 $ — $ 17,685 Customer relationships 15 years 7,376 (375) 7,001 Trade names 10 years 2,715 (219) 2,496 Developed and acquired technology 15 years 7,710 (362) 7,348 Permits 10 years 880 (13) 867 $ 36,366 $ (969) $ 35,397 |
Schedule of Future Amortization Of Intangible Assets | As of December 31, 2022, future amortization of intangible assets is estimated as follows: Amount Year ending December 31: 2023 $ 779 2024 779 2025 779 2026 779 2027 779 Thereafter 4,256 $ 8,151 |
Schedule of Weighted Average Amortization Period | The weighted average amortization period in total and by intangible asset class as of December 31, 2022 is as follows: Customer relationships 15.0 years Trade names 10.0 years Developed technology 13.0 years Permits 10.0 years Total 13.4 years |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid expenses and other current assets consist of the following: December 31, 2022 2021 Restricted Cash $ 17,912 $ — Prepaid expenses $ 7,372 $ 8,443 Derivative margin asset 2,714 3,273 Contract asset 433 2,588 Tax receivable 181 1,578 Deposits 702 508 Commitment asset — 416 Other 32 — $ 29,346 $ 16,806 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, 2022 2021 Payroll and employee benefits $ 12,306 $ 8,736 Insurance premiums 4,687 4,098 Professional services 2,842 2,517 Research and development 924 1,043 Inventory 530 3,168 Interest 167 178 Contract liability 9,965 2,652 Other 2,014 3,216 $ 33,435 $ 25,608 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | December 31, 2022 2021 DDB Term Loan, due April 2024 $ 7,393 $ 8,531 DDB Equipment Loan, due April 2024 1,225 1,925 Convertible Notes Payable, due January 2025 104,591 80,000 Creston Note Payable, matured August 2022 — 5,000 Equipment financing, due March 2025 873 — Notes payable, varying maturities through June 2026 81 98 DDB Revolver — 47 Less: unamortized debt discount and debt issuance costs (7,930) (11,665) 106,233 83,936 Less: DDB Revolver — (47) Less: current maturities of long-term debt (2,242) (6,854) Long-term debt $ 103,991 $ 77,035 |
Schedule of Maturities of Long-term Debt | The contractual maturities of debt as of December 31, 2022 are as follows: Amount Year ending December 31: 2023 $ 2,242 2024 73,860 2025 33,458 2026 12 Thereafter — $ 109,573 The contractual maturities table excludes the Convertible Notes Payable final payment outlined above. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) Before Income Taxes | The components of income (loss) before income taxes for the years ended December 31 consists of the following (in thousands USD): 2022 2021 2020 Domestic operations $ (99,448) $ (121,508) $ (64,593) Foreign operations (193) (461) 121 Total loss before income taxes $ (99,641) $ (121,969) $ (64,472) |
Schedule of Provision for Income Taxes | The provision for income taxes for the years ended December 31 consists of the following (in thousands USD): 2022 2021 2020 Current: Federal $ — $ — $ — State 17 — 7 Foreign 53 (63) 41 Total current 70 (63) 48 Deferred: Federal 15 54 — State 5 43 — Foreign (31) 197 — Total deferred (11) 294 — Income tax expense $ 59 $ 231 $ 48 |
Schedule of Reconciliation of Income Tax Provision | Reconciliation of the Federal statutory income tax provision for the Company’s effective income tax provision for the years ended December 31 (in thousands USD): 2022 2021 2020 Tax at federal statutory rate $ (20,925) $ (25,613) $ (13,539) State taxes, net of federal effect (4,898) (2,463) (2,040) R&D Credit (2,513) (2,442) (1,289) Valuation allowance 40,377 30,213 15,724 Warrant revaluation (12,156) (3,728) 162 Transaction costs (1,237) 2,936 — Stock based compensation 1,763 628 176 Other, net (352) 700 854 Provision for income taxes $ 59 $ 231 $ 48 |
Schedule of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31 are presented as follows (in thousands USD): 2022 2021 Deferred tax assets: Net operating losses $ 65,905 $ 51,580 R&D credits 9,013 6,672 Interest limitation carryover 6,467 3,682 Intangible assets 12,213 10,439 Stock based compensation 3,866 1,031 Advance payments 2,492 — Capitalized R&D expenditures 10,566 — Right of use lease liabilities 20,457 19,833 Loss on discontinued operations 9,976 — Other 7,258 2,331 Gross deferred tax assets 148,213 95,568 Less valuation allowance (118,040) (65,134) Net deferred tax assets 30,173 30,434 Deferred tax liabilities: Right of use assets $ (17,137) $ (18,503) Property and equipment (11,826) (11,933) Other (1,493) (292) Gross deferred tax liabilities (30,456) (30,728) Net deferred tax liability $ (283) $ (294) |
Comprehensive Loss (Tables)
Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The following table shows changes in accumulated other comprehensive income (loss) (“AOCI”) by component for the years ended 2022, 2021 and 2020: Cumulative Unrealized Total Balance as of December 31, 2019 $ (154) $ (59) $ (213) Other comprehensive loss before reclassifications (226) (109) (335) Amounts reclassified from AOCI — 223 223 Other comprehensive (loss) income (226) 114 (112) Balance as of December 31, 2020 (380) 55 (325) Other comprehensive (loss) income before reclassifications 4 (1,813) (1,809) Amounts reclassified from AOCI — 1,031 1,031 Other comprehensive (loss) income 4 (782) (778) Balance as of December 31, 2021 (376) (727) (1,103) Other comprehensive loss before reclassifications (9) (3,678) (3,687) Amounts reclassified from AOCI — (2,305) (2,305) Other comprehensive loss (9) (5,983) (5,992) Balance as of December 31, 2022 $ (385) $ (6,710) $ (7,095) |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Common Share Equivalents | The weighted average share impact of warrants, stock options, and restricted stock units that were excluded from the calculation of diluted shares outstanding due to the Company incurring a net loss for the years ended December 31, 2022, 2021 and 2020 were as follows: Anti-dilutive common share equivalents: 2022 2021 2020 Warrants — 577 75 Stock options 4,230 6,773 2,090 Restricted stock units 4,981 116 — Total anti-dilutive common share equivalents 9,211 7,466 2,165 |
Schedule of Reconciliation of Basic and Diluted Loss per Common Share | The following table provides the reconciliation of net loss from continuing operations attributable to common stockholders and basic and diluted loss per common share by outlining the numerators and denominators of the computations for the years ended December 31: 2022 2021 2020 Numerator: Net loss from continuing operations $ (99,700) $ (122,200) $ (64,520) Denominator: Weighted average common shares outstanding, basic and diluted 179,867 121,838 83,295 Net loss from continuing operations per common share, basic and diluted $ (0.55) $ (1.00) $ (0.77) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Assumptions | The grant date fair value for the Company’s stock options for the year ended December 31, 2021 were based on the following assumptions used within the Black-Scholes option pricing model: Expected dividend yield 0 % Expected volatility 63 % Risk-free interest rate 0.7 % Expected term in years 6.1 years Weighted average grant date fair value $ 1.49 |
Schedule of Share-Based Payment Arrangement Option Activity | The following is a summary of our stock option information: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value as of December 31, 2022 Balance at December 31, 2021 12,100 $ 1.76 Granted — — Exercised (2,333) 1.05 Canceled & Forfeited (1,325) 2.24 Expired (90) 3.27 Balance at December 31, 2022 (1) 8,352 $ 1.87 6.95 years $ 7,515 Exercisable at December 31, 2022 5,555 $ 1.57 6.66 years $ 5,863 (1) All 8,352 shares were vested or expected to vest at December 31, 2022. |
Schedule of RSUs Activity and Weighted Average Grant-Date Fair Value | Information regarding the RSUs activity and weighted average grant-date fair value follows: Time Based Awards Market Based Performance Awards Time Based Awards RSUs Weighted RSUs Weighted Balance as of December 31, 2021 226 $ 8.28 1,682 $ 6.14 Granted 7,580 5.07 3,025 4.05 Released (107) 6.62 — — Cancelled and forfeited (1,201) 6.05 (466) 5.08 Balance as of December 31, 2022 6,498 $ 4.98 4,241 $ 4.76 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Stock Reserved for Future Issuance | Shares of common stock available for future issuance along with a reconciliation of shares issued or issuable are as follows as of December 31, 2022: Common stock issued and outstanding 206,668 Warrants granted and outstanding 36,043 Options granted and outstanding 8,352 RSUs granted and outstanding 10,739 2021 Omnibus plan reserved shares 3,538 Employee Stock Purchase Plan reserved shares 5,000 At The Market (ATM) reserved shares 39,930 Total 310,270 Maximum number of shares available for issuance 129,730 Shares authorized 440,000 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | In addition, the revenues were also presented for the years ended December 31, 2022, 2021 and 2020 as follows: Year Ended December 31, 2022 2021 2020 Revenues Point in time $ 375,876 $ 90,672 $ 58,835 Over time 5,357 273 235 Total Revenues $ 381,233 $ 90,945 $ 59,070 Proprietary (1) 72,578 38,043 — Non-Proprietary 308,655 52,902 59,070 Total Revenues $ 381,233 $ 90,945 $ 59,070 (1) Proprietary revenues were not significant for the year ended December 31, 2020. Net loss from continuing operations $ (99,700) Interest expense, net 21,444 Income tax expense (benefit) 59 Depreciation and amortization 20,513 Stock-based compensation 19,520 Change in fair value of warrants (49,063) Other non-recurring costs, including acquisition costs 5,582 Total Adjusted EBITDA $ (81,645) Adjustments to reconcile consolidated net loss to Adjusted EBITDA from our continuing operations for the year ended December 31, 2021 were as follows : Net loss from continuing operations $ (122,200) Interest expense, net 4,481 Income tax (expense) benefit 231 Depreciation and amortization 10,478 Stock-based compensation 7,183 Change in fair value of warrants (12,127) Other non-recurring costs, including acquisition costs 4,688 Employee retention credit (1,550) Merger transaction costs 11,693 Non-recurring public company readiness costs 5,265 Loss on extinguishment of debt 11,742 South America seed production costs 2,805 Total Adjusted EBITDA $ (77,311) Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA for the year ended December 31, 2020 were as follows : Net loss from continuing operations $ (64,520) Interest expense, net 6,554 Income tax (expense) benefit 48 Depreciation and amortization 6,076 Stock-based compensation 1,010 Change in fair value of warrants 661 Other non-recurring costs, including acquisition costs 528 Impairment of goodwill 2,954 Total Adjusted EBITDA $ (46,689) |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | Summarized quarterly financial data for 2022 and 2021 were as follows: Three Months Ended Mar. 31 Jun. 30 Sep. 30 Dec. 31 2022: Revenues $ 66,126 $ 93,631 $ 122,296 $ 99,180 Gross profit (loss) $ (8,935) $ 5,742 $ 5,931 $ 789 Net loss from continuing operations $ (17,424) $ (25,098) $ (26,415) $ (30,763) Net loss per share (1) : Basic $ (0.10) $ (0.15) $ (0.16) $ (0.29) Diluted $ (0.10) $ (0.15) $ (0.16) $ (0.29) 2021: Revenues $ 14,238 $ 22,786 $ 23,189 $ 30,732 Gross profit (loss) $ (938) $ (2,603) $ 880 $ (3,240) Net loss from continuing operations $ (21,662) $ (27,057) $ (32,288) $ (41,193) Net loss per share (1) : Basic $ (0.21) $ (0.25) $ (0.29) $ (0.27) Diluted $ (0.21) $ (0.25) $ (0.29) $ (0.27) (1) Net loss per share is computed independently for each of the periods presented. The sum of the quarterly earnings per share do not equal the total earnings per share computed for the year due to rounding. |
Description of Business (Detail
Description of Business (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 29, 2022 | |
Debt Instrument [Line Items] | |||||||||||||
Net loss from continuing operations | $ 30,763,000 | $ 26,415,000 | $ 25,098,000 | $ 17,424,000 | $ 41,193,000 | $ 32,288,000 | $ 27,057,000 | $ 21,662,000 | $ 99,700,000 | $ 122,200,000 | $ 64,520,000 | ||
Net cash used in operating activities | 93,396,000 | 117,750,000 | 52,678,000 | ||||||||||
Capital expenditures | 16,486,000 | 31,490,000 | $ 9,855,000 | ||||||||||
Cash and marketable securities | 157,174,000 | 157,174,000 | |||||||||||
Restricted Cash | 17,912,000 | 0 | 17,912,000 | 0 | |||||||||
Working capital | 53,984,000 | 53,984,000 | |||||||||||
Accumulated deficit | (408,474,000) | (280,569,000) | (408,474,000) | (280,569,000) | |||||||||
Term debt and notes payable | 106,233,000 | $ 83,936,000 | 106,233,000 | $ 83,936,000 | |||||||||
Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest only payment term | 6 months | ||||||||||||
Attempted debt refinance (up to) | $ 100,000,000 | ||||||||||||
Sale | J&J | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Cash consideration | $ 3,000,000 | ||||||||||||
Purchase price | $ 18,000,000 | ||||||||||||
Term debt and notes payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term debt and notes payable | $ 106,233,000 | $ 106,233,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Basis - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | $ 25,409,000 | $ 78,963,000 |
Restricted cash, current | 17,912,000 | 0 |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | 43,321,000 | 78,963,000 |
Sale | J&J | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | $ 356,000 | $ 23,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Basis - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Amounts reserved for doubtful accounts | $ 743 | $ 216 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies Basis - Property and equipment estimated useful lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Minimum | Machinery, field and laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Minimum | Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Minimum | Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Minimum | Buildings and production facilities | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 15 years |
Minimum | Building and production facility improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Minimum | Industrial, crushing and milling equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 10 years |
Maximum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 7 years |
Maximum | Machinery, field and laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 7 years |
Maximum | Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Maximum | Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 7 years |
Maximum | Buildings and production facilities | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 25 years |
Maximum | Building and production facility improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 15 years |
Maximum | Industrial, crushing and milling equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 20 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies Basis - Spare Parts (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Spare parts | $ 2,348 | $ 2,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies Basis - Goodwill and Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of goodwill | $ 0 | $ 0 | $ 2,954,000 |
Definite lived intangible asset impairments | $ 0 | $ 0 | $ 0 |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Preliminary estimated useful life | 10 years | 10 years | |
Developed and acquired technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Preliminary estimated useful life | 13 years | 15 years | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Preliminary estimated useful life | 15 years | 15 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies Basis - Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Deferred financing costs | $ 1,973 | $ 1,231 | |
Amortization related to financing activities | $ 204 | $ 206 | $ 228 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies Basis - Research and Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Grants received | $ 295 | $ 479 | $ 1,016 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies Basis - Significant Concentrations and Credit Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||||||||||
Revenues | $ 99,180 | $ 122,296 | $ 93,631 | $ 66,126 | $ 30,732 | $ 23,189 | $ 22,786 | $ 14,238 | $ 381,233 | $ 90,945 | $ 59,070 |
Customer concentration | Revenue | One Customer | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues | $ 45,053 | $ 27,493 | |||||||||
Customer concentration | Revenue | Four customers | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues | $ 15,270 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 30, 2021 | Sep. 17, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 1,034 | $ 116,287 | $ 0 | ||||
ZFS Creston | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 103,099 | ||||||
Working capital adjustments | $ (1,034) | ||||||
Increase to property and equipment | $ 8,182 | ||||||
Increase to accounts receivable | 1,017 | ||||||
Decrease to inventories | 926 | ||||||
Decrease to intangible | 8,780 | ||||||
Increase in goodwill | 1,541 | ||||||
Identified intangible assets | 2,220 | ||||||
Revenue | $ 169,978 | ||||||
Pro forma revenue | 220,610 | 160,804 | |||||
Pro forma net loss | (140,991) | $ (82,166) | |||||
Pro forma adjustments | $ 2,078 | ||||||
Acquisition-related costs | 2,078 | ||||||
ZFS Creston | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Decrease to intangible | $ 5,500 | ||||||
Identified intangible assets | $ 2,000 | ||||||
Preliminary estimated useful life | 15 years | ||||||
ZFS Creston | Acquired Technology | |||||||
Business Acquisition [Line Items] | |||||||
Preliminary estimated useful life | 15 years | ||||||
ZFS Creston | Permits | |||||||
Business Acquisition [Line Items] | |||||||
Identified intangible assets | $ 220 | ||||||
Preliminary estimated useful life | 10 years | ||||||
Rose Acre Farms | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 14,567 |
Business Combinations - Schedul
Business Combinations - Schedule of Acquired Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 |
Assets: | |||
Goodwill | $ 19,226 | $ 17,685 | |
ZFS Creston | |||
Assets: | |||
Cash and cash equivalents | $ 56 | ||
Accounts receivable | 11,746 | ||
Inventories | 17,283 | ||
Prepaid expenses and other current assets | 3,627 | ||
Right of use asset | 853 | ||
Other assets | 2,000 | ||
Identified intangible assets | 2,220 | ||
Goodwill | 7,586 | ||
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 | ||
Property and equipment | $ 68,182 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - J&J - Sale - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 29, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash consideration | $ 3,000 | |||
Purchase price | $ 18,000 | |||
Impairment | $ (11,579) | $ 0 | $ (1,878) | |
Net loss on divestiture | 10,246 | 0 | 0 | |
Fair value of the debt | 3,305 | 214 | ||
Capitalized interest costs | $ 1,236 | $ 1,320 | $ 215 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Carrying Amounts of Assets and Liabilities of Discontinued Operations (Details) - Sale - J&J - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 356 | $ 23 |
Accounts receivable, net | 9,808 | 9,601 |
Inventories, net | 11,633 | 11,720 |
Prepaid expenses and other current assets | 1,710 | 3,447 |
Property and equipment, net | 0 | 28,809 |
Right of use asset, net | 0 | 3,740 |
Goodwill and intangible assets, net | 0 | 7,267 |
Total assets of businesses held for sale | 23,507 | 64,607 |
Current liabilities: | ||
Accounts payable | 9,743 | 15,220 |
Current lease liability | 1,890 | 591 |
Current maturities of long-term debt | 3,194 | 80 |
Accrued expenses and other liabilities | 1,614 | 1,163 |
Long-term debt | 0 | 135 |
Long-term lease liability | 0 | 2,002 |
Total liabilities of businesses held for sale | $ 16,441 | $ 19,191 |
Discontinued Operations - Opera
Discontinued Operations - Operating Results Of The Discontinued Operations (Details) - J&J - Sale - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenues | $ 61,521 | $ 56,267 | $ 55,278 |
Cost of sales | 58,744 | 51,311 | 48,009 |
Gross profit | 2,777 | 4,956 | 7,269 |
Operating expenses: | |||
Research and development | 22 | 4 | 0 |
Selling, general and administrative expenses | 9,168 | 9,605 | 7,980 |
Impairment | 11,579 | 0 | 1,878 |
Total operating expenses | 20,769 | 9,609 | 9,858 |
Loss from discontinued operations | (17,992) | (4,653) | (2,589) |
Interest expense | 33 | 9 | 154 |
Other expense (income), net | 10,179 | (615) | (104) |
Net loss before income tax | (28,204) | (4,047) | (2,639) |
Income tax expense | 1 | 0 | 0 |
Net loss from discontinued operations, net of tax | $ (28,205) | $ (4,047) | $ (2,639) |
Discontinued Operations - Conso
Discontinued Operations - Consolidated Statement of Cash Flows for the Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investing activities | |||
Proceeds from divestitures of discontinued operations | $ 17,131 | $ 0 | $ 1,650 |
Sale | J&J | |||
Operating activities | |||
Depreciation and amortization | 2,323 | 2,339 | 1,428 |
Bad debt expense | 122 | 341 | 44 |
Impairment | 11,579 | 0 | 1,878 |
Net loss on divestiture | 10,246 | 0 | 0 |
Investing activities | |||
Payments for acquisitions of property and equipment | (9,503) | (23,941) | (885) |
Proceeds from divestitures of discontinued operations | $ 17,131 | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Cash and cash equivalents | $ 25,053,000 | $ 78,940,000 |
Restricted Cash | 17,912,000 | 0 |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of long-term debt | $ 103,814,000 | $ 84,949,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities | ||
Conversion option liability | $ 8,091 | $ 8,783 |
Corporate bonds | ||
Assets | ||
Debt securities | 116,616 | 82,086 |
Preferred stock | ||
Assets | ||
Preferred stock | 14,446 | 21,603 |
Recurring | ||
Assets | ||
Debt securities | 103,689 | |
Marketable securities | 132,121 | |
Liabilities | ||
Total liabilities | 32,376 | 54,834 |
Recurring | U.S. treasury securities | ||
Assets | ||
Debt securities | 1,059 | 0 |
Recurring | Corporate bonds | ||
Assets | ||
Debt securities | 116,616 | 82,086 |
Preferred stock | 21,603 | |
Recurring | Preferred stock | ||
Assets | ||
Preferred stock | 14,446 | |
Recurring | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 24,285 | 46,051 |
Recurring | Conversion option liability | ||
Liabilities | ||
Conversion option liability | 8,091 | 8,783 |
Recurring | Level 1 | ||
Assets | ||
Debt securities | 0 | |
Marketable securities | 1,059 | |
Liabilities | ||
Total liabilities | 5,469 | 20,818 |
Recurring | Level 1 | U.S. treasury securities | ||
Assets | ||
Debt securities | 1,059 | 0 |
Recurring | Level 1 | Corporate bonds | ||
Assets | ||
Debt securities | 0 | 0 |
Preferred stock | 0 | |
Recurring | Level 1 | Preferred stock | ||
Assets | ||
Preferred stock | 0 | |
Recurring | Level 1 | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 5,469 | 20,818 |
Recurring | Level 1 | Conversion option liability | ||
Liabilities | ||
Conversion option liability | 0 | 0 |
Recurring | Level 2 | ||
Assets | ||
Debt securities | 103,689 | |
Marketable securities | 131,062 | |
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 | 116,616 | 82,086 |
Preferred stock | 21,603 | |
Recurring | Level 2 | Preferred stock | ||
Assets | ||
Preferred stock | 14,446 | |
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 | ||
Debt securities | 0 | |
Marketable securities | 0 | |
Liabilities | ||
Total liabilities | 26,907 | 34,016 |
Recurring | Level 3 | U.S. treasury securities | ||
Assets | ||
Debt securities | 0 | 0 |
Recurring | Level 3 | Corporate bonds | ||
Assets | ||
Debt securities | 0 | 0 |
Preferred stock | 0 | |
Recurring | Level 3 | Preferred stock | ||
Assets | ||
Preferred stock | 0 | |
Recurring | Level 3 | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 18,816 | 25,233 |
Recurring | Level 3 | Conversion option liability | ||
Liabilities | ||
Conversion option liability | $ 8,091 | $ 8,783 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Significant Inputs to Valuation of Level 3 Warrant and Conversion Liabilities (Details) - Level 3 | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Exercise Price | Convertible Notes Payable Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 2.47 | 7.86 |
Exercise Price | Conversion Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion liability measurement input | 2.47 | 8.22 |
Exercise Price | PIPE Investment Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 3.90 | 11.50 |
Exercise Price | Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 11.50 | |
Stock Price | Convertible Notes Payable Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 2.55 | 7.29 |
Stock Price | Conversion Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion liability measurement input | 2.55 | 7.29 |
Stock Price | PIPE Investment Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 2.55 | 7.29 |
Stock Price | Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 2.55 | |
Volatility | Convertible Notes Payable Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.890 | 0.725 |
Volatility | Conversion Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion liability measurement input | 0.647 | 0.525 |
Volatility | PIPE Investment Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.904 | 0.725 |
Volatility | Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.840 | |
Remaining term in years | Convertible Notes Payable Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 4 years | 5 years |
Remaining term in years | Conversion Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion liability term | 2 years | 3 years |
Remaining term in years | PIPE Investment Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 4 years 2 months 26 days | 4 years 9 months |
Remaining term in years | Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 3 years 9 months | |
Risk-free rate | Convertible Notes Payable Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.041 | 0.013 |
Risk-free rate | Conversion Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion liability measurement input | 0.044 | 0.011 |
Risk-free rate | PIPE Investment Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.040 | 0.012 |
Risk-free rate | Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.041 | |
Dividend yield | Convertible Notes Payable Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Dividend yield | Conversion Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion liability measurement input | 0 | 0 |
Dividend yield | PIPE Investment Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Dividend yield | Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Warrant and Conversion Option Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant Liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 34,016 | $ 5,241 |
Change in estimated fair value | (33,713) | (11,616) |
Issuance of PIPE Investment warrants and notes payable | 26,604 | 2,113 |
Assumption of Private Placement Warrants upon Merger | 34,045 | |
Conversion of Notes Payable Warrants upon Merger | (4,550) | |
Balance, end of period | $ 26,907 | 34,016 |
Conversion option liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance of PIPE Investment warrants and notes payable | $ 8,783 |
Investments in Available-for-_3
Investments in Available-for-Sale Securities - Summary of Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Equity Securities, FV-NI [Abstract] | ||
Cost Basis | $ 138,769 | $ 103,560 |
Gross Unrealized Gains | 0 | 698 |
Gross Unrealized Losses | (6,648) | (569) |
Fair Value | 132,121 | 103,689 |
U.S government and agency securities | ||
Debt securities | ||
Cost Basis | 1,059 | 0 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 1,059 | 0 |
Corporate notes and bonds | ||
Debt securities | ||
Cost Basis | 122,257 | 82,007 |
Gross Unrealized Gains | 0 | 572 |
Gross Unrealized Losses | (5,641) | (493) |
Fair Value | 116,616 | 82,086 |
Preferred stock | ||
Equity Securities, FV-NI [Abstract] | ||
Cost Basis | 15,454 | 21,553 |
Gross Unrealized Gains | 0 | 126 |
Gross Unrealized Losses | (1,008) | (76) |
Fair Value | $ 14,446 | $ 21,603 |
Investments in Available-for-_4
Investments in Available-for-Sale Securities - Narrative (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Fair value of investments with unrealized losses, less than a year | $ 66,296,000 | $ 48,098,000 |
Fair value of investments with unrealized losses, more than a year | 64,723,000 | $ 0 |
Marketable securities with maturity one year | 47,063,000 | |
Marketable securities maturity one to five years | $ 85,058,000 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) lb in Thousands, bu in Thousands, T in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) bu | Dec. 31, 2022 USD ($) lb | Dec. 31, 2022 USD ($) T | |
Price Risk Derivatives [Line Items] | ||||
Fair value, cash-settled on a daily basis | $ | $ 0 | $ 0 | $ 0 | $ 0 |
Current asset representing excess cash collateral posted to a margin account | $ | $ 2,714 | $ 2,714 | $ 2,714 | $ 2,714 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenues | |||
Soybean contract | ||||
Price Risk Derivatives [Line Items] | ||||
Financial futures | 3,730 | |||
Aggregate notional volume | 364 | 91 | ||
Soybean contract, settling in 2022 | ||||
Price Risk Derivatives [Line Items] | ||||
Financial futures | 3,715 | |||
Soybean contract, settling in 2023 | ||||
Price Risk Derivatives [Line Items] | ||||
Financial futures | 15 |
Derivatives - Derivative Contra
Derivatives - Derivative Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Asset Derivative | ||
Effect of daily cash settlement | $ (2,045) | $ (23) |
Net derivatives as classified in the balance sheet | 0 | 0 |
Liability Derivative | ||
Effect of daily cash settlement | (4,412) | (1,278) |
Net derivatives as classified in the balance sheet | 0 | 0 |
Soybeans | ||
Asset Derivative | ||
Soybeans | 1,112 | 18 |
Liability Derivative | ||
Soybeans | 1,925 | 49 |
Soybean oil | ||
Asset Derivative | ||
Soybeans | 533 | 5 |
Liability Derivative | ||
Soybeans | 73 | 1 |
Soybean meal | ||
Asset Derivative | ||
Soybeans | 400 | 0 |
Liability Derivative | ||
Soybeans | $ 2,414 | $ 1,228 |
Derivatives - Pre-tax Gains and
Derivatives - Pre-tax Gains and Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | ||
Gain (loss) realized on derivatives | $ (20,258) | $ 679 |
Unrealized (loss) gain on derivatives | (1,131) | (1,255) |
Total (loss) gain recognized in income | (21,389) | (576) |
Soybeans | ||
Derivative [Line Items] | ||
Gain (loss) realized on derivatives | (7,230) | 211 |
Unrealized (loss) gain on derivatives | (783) | (31) |
Total (loss) gain recognized in income | (8,012) | 180 |
Soybean oil | ||
Derivative [Line Items] | ||
Gain (loss) realized on derivatives | (9,781) | 1,148 |
Unrealized (loss) gain on derivatives | 438 | 4 |
Total (loss) gain recognized in income | (9,343) | 1,152 |
Soybean meal | ||
Derivative [Line Items] | ||
Gain (loss) realized on derivatives | (3,247) | (680) |
Unrealized (loss) gain on derivatives | (786) | (1,228) |
Total (loss) gain recognized in income | $ (4,034) | $ (1,908) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 37,483 | $ 18,018 |
Work-in-process | 4,977 | 2,932 |
Finished goods | 19,650 | 16,054 |
Total inventories | $ 62,110 | $ 37,004 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 130,325 | $ 110,871 | |
Less accumulated depreciation | (30,566) | (12,795) | |
Property and equipment, net | 99,759 | 98,076 | |
Depreciation expense | 14,788 | 6,035 | $ 3,872 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 812 | 123 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,535 | 2,974 | |
Machinery, field and laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 33,143 | 43,754 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,062 | 1,697 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 447 | 437 | |
Buildings, production facilities and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 60,686 | 35,362 | |
Industrial, crushing and milling equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 25,268 | 25,268 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 4,372 | $ 1,256 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 equipment_lease renewal | |
Lessee, Lease, Description [Line Items] | |
Options to renew (or more) | renewal | 1 |
Number of equipment leases | equipment_lease | 2 |
Real estate | Minimum | |
Lessee, Lease, Description [Line Items] | |
Leases term | 1 year |
Lease renewal term | 1 year |
Real estate | Maximum | |
Lessee, Lease, Description [Line Items] | |
Leases term | 21 years |
Lease renewal term | 10 years |
Equipment | Minimum | |
Lessee, Lease, Description [Line Items] | |
Leases term | 3 years |
Equipment | Maximum | |
Lessee, Lease, Description [Line Items] | |
Leases term | 20 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease cost: | |||
Amortization of right-of-use assets | $ 6,620 | $ 3,901 | $ 1,809 |
Interest on lease liabilities | 7,101 | 3,916 | 1,704 |
Operating lease cost | 1,047 | 253 | 342 |
Total lease cost | $ 14,768 | $ 8,070 | $ 3,855 |
Leases - Components of Operatin
Leases - Components of Operating and Finance Lease Right of use Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right of use asset, net | Right of use asset, net |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right of use asset, net | Right of use asset, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current lease liability | Current lease liability |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current lease liability | Current lease liability |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term lease liability | Long-term lease liability |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term lease liability | Long-term lease liability |
Finance lease right-of-use assets | $ 66,533 | $ 72,470 |
Operating lease right-of-use assets | 1,660 | 1,242 |
Current Finance lease liabilities | 3,318 | 1,046 |
Current Operating lease liabilities | 364 | 785 |
Noncurrent Finance lease liabilities | 76,431 | 76,712 |
Noncurrent Operating lease liabilities | $ 1,291 | $ 440 |
Weighted-average remaining lease term (years): | ||
Finance leases | 13 years 4 months 24 days | 14 years 2 months 12 days |
Operating leases | 7 years 2 months 12 days | 2 years 9 months 18 days |
Weighted-average discount rate: | ||
Finance leases | 9.20% | 9.20% |
Operating leases | 9.20% | 6.80% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in measurement of liabilities: | |||
Operating cash flows from operating leases | $ 1,931 | $ 261 | $ 796 |
Operating cash flows from finance leases | 4,622 | 3,332 | 1,472 |
Financing cash flows from finance leases | 1,583 | 703 | 88 |
Right-of-use assets obtained in exchange for new lease liabilities: | |||
Finance leases | 806 | 46,021 | 33,523 |
Operating leases | $ 2,180 | $ 1,229 | $ 202 |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Financing Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finance Lease | |
2023 | $ 8,505 |
2024 | 11,030 |
2025 | 10,996 |
2026 | 11,107 |
2027 | 11,304 |
Thereafter | 94,035 |
Total lease payments | 146,977 |
Less: NPV discount | 67,227 |
Present value of lease liabilities | 79,749 |
Operating Lease | |
2023 | 502 |
2024 | 367 |
2025 | 224 |
2026 | 199 |
2027 | 172 |
Thereafter | 856 |
Total lease payments | 2,320 |
Less: NPV discount | 665 |
Present value of lease liabilities | $ 1,655 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 19,226 | $ 17,685 |
Gross Amount | 29,127 | 36,366 |
Accumulated Amortization | (1,750) | (969) |
Finite-lived intangible assets, Net | 8,151 | |
Net | $ 27,377 | $ 35,397 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 15 years | 15 years |
Finite-lived intangible assets, Gross Amount | $ 3,876 | $ 7,376 |
Accumulated Amortization | (661) | (375) |
Finite-lived intangible assets, Net | $ 3,215 | $ 7,001 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | 10 years |
Finite-lived intangible assets, Gross Amount | $ 715 | $ 2,715 |
Accumulated Amortization | (292) | (219) |
Finite-lived intangible assets, Net | $ 423 | $ 2,496 |
Developed and acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 13 years | 15 years |
Finite-lived intangible assets, Gross Amount | $ 4,710 | $ 7,710 |
Accumulated Amortization | (724) | (362) |
Finite-lived intangible assets, Net | $ 3,986 | $ 7,348 |
Permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | 10 years |
Intangible assets, Gross Amount | $ 600 | $ 880 |
Accumulated Amortization | (73) | (13) |
Indefinite-lived intangible assets | $ 527 | $ 867 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 782 | $ 566 | $ 440 | |
Impairment of goodwill | 0 | $ 0 | $ 2,954 | |
ZFS Creston | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Increase in goodwill | 1,541 | |||
Decrease to intangible | $ (8,780) | |||
ZFS Creston | Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Decrease to intangible | $ (5,500) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization Of Intangible Assets (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 779 |
2024 | 779 |
2025 | 779 |
2026 | 779 |
2027 | 779 |
Thereafter | 4,256 |
Finite-lived intangible assets, Net | $ 8,151 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Weighted Average Amortization Period In Total And By Intangible Asset Class (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |
Total | 13 years 4 months 24 days |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Total | 15 years |
Trade names | |
Finite-Lived Intangible Assets [Line Items] | |
Total | 10 years |
Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Total | 13 years |
Permits | |
Finite-Lived Intangible Assets [Line Items] | |
Total | 10 years |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Restricted Cash | $ 17,912,000 | $ 0 |
Prepaid expenses | 7,372,000 | 8,443,000 |
Derivative margin asset | 2,714,000 | 3,273,000 |
Contract asset | 433,000 | 2,588,000 |
Tax receivable | 181,000 | 1,578,000 |
Deposits | 702,000 | 508,000 |
Commitment asset | 0 | 416,000 |
Other | 32,000 | 0 |
Prepaid expenses and other current assets | $ 29,346,000 | $ 16,806,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Payroll and employee benefits | $ 12,306 | $ 8,736 |
Insurance premiums | 4,687 | 4,098 |
Professional services | 2,842 | 2,517 |
Research and development | 924 | 1,043 |
Inventory | 530 | 3,168 |
Interest | 167 | 178 |
Contract liability | 9,965 | 2,652 |
Other | 2,014 | 3,216 |
Total | $ 33,435 | $ 25,608 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: unamortized debt discount and debt issuance costs | $ (7,930) | $ (11,665) |
Long-term debt | 106,233 | 83,936 |
Current maturities of long-term debt | (2,242) | (6,901) |
Long-term debt | 103,991 | 77,035 |
Long-Term Debt | ||
Debt Instrument [Line Items] | ||
Current maturities of long-term debt | (2,242) | (6,854) |
DDB Term Loan, due April 2024 | Credit Agreement | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 7,393 | 8,531 |
DDB Equipment Loan, due April 2024 | Credit Agreement | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,225 | 1,925 |
Convertible Notes Payable, due January 2025 | Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 104,591 | 80,000 |
Creston Note Payable, matured August 2022 | Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 5,000 |
Equipment financing, due March 2025 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 873 | 0 |
Notes payable, varying maturities through June 2026 | Notes Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 81 | 98 |
DDB Revolver | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Current maturities of long-term debt | 0 | (47) |
DDB Revolver | Credit Agreement | Revolver | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 47 |
Debt - Narratives (Details)
Debt - Narratives (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2022 | Sep. 30, 2022 | Nov. 30, 2022 trading_day | Dec. 31, 2021 USD ($) day $ / shares | Apr. 30, 2019 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Borrowing under revolving line of credit | $ 19,774,000 | $ 20,954,000 | $ 25,587,000 | |||||||
Minimum liquidity, equal to or greater than | 4 months | |||||||||
Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum amount guaranteed | $ 7,000,000 | |||||||||
Secured Debt | Credit Agreement | DDB Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 14,000,000 | |||||||||
Debt term | 5 years | |||||||||
Principal and interest installment | 284,000 | |||||||||
Remaining balance | $ 5,972,000 | |||||||||
Secured Debt | Credit Agreement | DDB Term Loan and DDB Equipment Loan | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 0.75% | |||||||||
Secured Debt | Credit Agreement | DDB Equipment Loan, due April 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 3,500,000 | |||||||||
Debt term | 5 years | |||||||||
Equal quarterly installments | $ 175,000 | |||||||||
Revolver | Credit Agreement | DDB Revolver | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Available maximum borrowing | $ 6,000,000 | |||||||||
Revolver | Credit Agreement | DDB Revolver | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 0.25% | |||||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Available maximum borrowing | $ 100,000,000 | 100,000,000 | ||||||||
Trading days | trading_day | 30 | |||||||||
Remaining balance | 10,700,000 | 10,700,000 | ||||||||
Available borrowing | $ 80,000,000 | 80,000,000 | ||||||||
Milestone achievement extension | 6 months | 36 months | ||||||||
Borrowing under revolving line of credit | $ 80,000,000 | |||||||||
Increase in designated interest rate | 0.25% | |||||||||
Final payment | 14,200,000 | |||||||||
Debt redemption maximum | $ 20,000,000 | 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 | $ 8,783,000 | ||||||||
Minimum liquidity, equal to or greater than | 6 months | 4 months | ||||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | Redemption three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest only payment term | 24 months | |||||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | Redemption one | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion stock price (in usd per share) | $ / shares | $ 2.47 | |||||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | Redemption two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest only payment term | 12 months | |||||||||
Stated rate | 5.75% | 5.75% | ||||||||
Gross proceeds | $ 20,000,000 | |||||||||
Common stock trading day | day | 14 | |||||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest only payment term | 12 months | |||||||||
Prepayment fee | 1% | |||||||||
Conversion term | 6 months | |||||||||
Convertible Notes Payable | Convertible Loan and Security Agreement | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest only payment term | 24 months | |||||||||
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 | Convertible Loan and Security Agreement, second tranche | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Available maximum borrowing | $ 20,000,000 | |||||||||
Available borrowing | $ 20,000 | $ 20,000 | ||||||||
Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity financing liability amount | $ 1,160,000 | |||||||||
Proceeds recorded as financing liability | $ 33,000 | |||||||||
Financing arrangement term | 36 months | |||||||||
Notes Payable | Creston Note Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 5,000,000 | $ 5,000,000 | ||||||||
Stated rate | 3% | 3% | ||||||||
Notes Payable | Creston Note Payable | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equal quarterly installments | $ 833,000 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 2,242 |
2024 | 73,860 |
2025 | 33,458 |
2026 | 12 |
Thereafter | 0 |
Current and long-term debt | $ 109,573 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | 1 Months Ended | 12 Months Ended | |||||||
Sep. 29, 2021 $ / shares shares | Sep. 28, 2021 $ / shares shares | Jan. 08, 2021 day $ / shares shares | Mar. 31, 2022 USD ($) day $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Feb. 29, 2020 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | |
Class of Stock [Line Items] | |||||||||
Exchange ratio | 1.0754 | ||||||||
Warrants (in shares) | 36,043,000 | ||||||||
Shares issued (in shares) | 350,000 | ||||||||
Borrowing under revolving line of credit | $ | $ 19,774,000 | $ 20,954,000 | $ 25,587,000 | ||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
IPO | STPC | |||||||||
Class of Stock [Line Items] | |||||||||
Units issued (in shares) | 40,250,000 | ||||||||
New Benson Hill Common Stock | IPO | STPC | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued per unit (in shares) | 1 | ||||||||
Warrants To Purchase Preferred Stock | Series C-1 Preferred Shares | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants issued (in 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) | 1,158,000 | ||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 9.30 | $ 3.43 | |||||||
Warrants exchanged for shares (in shares) | 242,000 | ||||||||
Warrants issued (in shares) | 225,000 | ||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 10 | ||||||||
Warrants For Legacy Benson Hill Common Stock | Legacy Benson Hill Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants exchanged for shares (in shares) | 325,000 | ||||||||
Convertible Notes Payable Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 2.47 | $ 2.47 | |||||||
Aggregate number of shares numerator | $ | $ 3,000 | $ 3,000 | |||||||
Public Warrants and Private Placement Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Trading period after business combination used to measure dilution of warrant | day | 10 | ||||||||
Public Warrants and Private Placement Warrants | Redemption, stock equals or exceeds $18.00 | |||||||||
Class of Stock [Line Items] | |||||||||
Trading period after business combination used to measure dilution of warrant | day | 20 | ||||||||
Warrant redemption, price per common stock (in usd per share) | $ / shares | $ 18 | ||||||||
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 days | ||||||||
Public Warrants and Private Placement Warrants | Redemption, stock equals or exceeds $10.00 | |||||||||
Class of Stock [Line Items] | |||||||||
Trading period after business combination used to measure dilution of warrant | day | 20 | ||||||||
Warrant redemption, price per common stock (in usd per share) | $ / shares | $ 10 | ||||||||
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 exercisable redemption period | 90 days | ||||||||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | ||||||||
Public Warrants and Private Placement Warrants | New Benson Hill Common Stock | Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Shares of common stock per warrant (in shares) | 0.361 | ||||||||
Public Warrants and Private Placement Warrants | New Benson Hill Common Stock | Redemption, stock equals or exceeds $10.00 | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.01 | ||||||||
Public Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants term | 5 years | ||||||||
Public Warrants | IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Shares of common stock per warrant (in 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) | 10,063,000 | ||||||||
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 | $ 0.01 | ||||||||
Private Placement Warrants | New Benson Hill Common Stock | IPO | STPC | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants (in shares) | 6,553,000 | ||||||||
PIPE Investment Warrants | PIPE Investment | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants (in shares) | 8,716,000 | 8,716,000 | |||||||
Units issued (in shares) | 26,150 | ||||||||
Units Issued During Period, Price Per Share | $ / shares | $ 3.25 | ||||||||
Proceeds From Issuance Of Units Issued During Period | $ | $ 85,000,000 | ||||||||
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 | ||||||||
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 | ||||||||
Trading period after business combination used to measure dilution of warrant | day | 20 | ||||||||
Warrant redemption, price per common stock (in usd per share) | $ / shares | $ 0.10 | ||||||||
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) | 1 | ||||||||
Convertible Loan and Security Agreement | Convertible Notes Payable | |||||||||
Class of Stock [Line Items] | |||||||||
Borrowing under revolving line of credit | $ | 80,000,000 | ||||||||
Available borrowing | $ | 80,000,000 | 80,000,000 | |||||||
Convertible Loan and Security Agreement, second tranche | Convertible Notes Payable | |||||||||
Class of Stock [Line Items] | |||||||||
Available borrowing | $ | $ 20,000 | $ 20,000 |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic operations | $ (99,448) | $ (121,508) | $ (64,593) |
Foreign operations | (193) | (461) | 121 |
Net loss from continuing operations before income tax | $ (99,641) | $ (121,969) | $ (64,472) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 17 | 0 | 7 |
Foreign | 53 | (63) | 41 |
Total current | 70 | (63) | 48 |
Deferred: | |||
Federal | 15 | 54 | 0 |
State | 5 | 43 | 0 |
Foreign | (31) | 197 | 0 |
Total deferred | (11) | 294 | 0 |
Income tax expense | $ 59 | $ 231 | $ 48 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | $ (20,925) | $ (25,613) | $ (13,539) |
State taxes, net of federal effect | (4,898) | (2,463) | (2,040) |
R&D Credit | (2,513) | (2,442) | (1,289) |
Valuation allowance | 40,377 | 30,213 | 15,724 |
Warrant revaluation | (12,156) | (3,728) | 162 |
Transaction costs | (1,237) | 2,936 | 0 |
Stock based compensation | 1,763 | 628 | 176 |
Other, net | (352) | 700 | 854 |
Income tax expense | $ 59 | $ 231 | $ 48 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating losses | $ 65,905 | $ 51,580 |
R&D credits | 9,013 | 6,672 |
Interest limitation carryover | 6,467 | 3,682 |
Intangible assets | 12,213 | 10,439 |
Stock based compensation | 3,866 | 1,031 |
Advance payments | 2,492 | 0 |
Capitalized R&D expenditures | 10,566 | 0 |
Right of use lease liabilities | 20,457 | 19,833 |
Loss on discontinued operations | 9,976 | 0 |
Other | 7,258 | 2,331 |
Gross deferred tax assets | 148,213 | 95,568 |
Less valuation allowance | (118,040) | (65,134) |
Net deferred tax assets | 30,173 | 30,434 |
Deferred tax liabilities: | ||
Right of use assets | (17,137) | (18,503) |
Property and equipment | (11,826) | (11,933) |
Other | (1,493) | (292) |
Gross deferred tax liabilities | (30,456) | (30,728) |
Net deferred tax liability | $ (283) | $ (294) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Loss on discontinued operations | $ 9,976 | $ 0 |
Net operating losses | 65,905 | 51,580 |
R&D credits | 9,013 | 6,672 |
Net operating losses limited under Section 382 | 3,200 | |
Less valuation allowance | (118,040) | (65,134) |
Change in the valuation allowance | 52,906 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 276,638 | 223,961 |
Federal net operating losses with expiration | 24,429 | |
Federal net operating losses with no expiration | 252,209 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 156,501 | 106,644 |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 408 | $ 1,383 |
Comprehensive Loss (Details)
Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 251,447 | $ 132,682 | $ 51,698 |
Other comprehensive loss before reclassifications | (3,687) | (1,809) | (335) |
Amounts reclassified from AOCI | (2,305) | 1,031 | 223 |
Total other comprehensive (loss) income | (5,992) | (778) | (112) |
Ending balance | 193,902 | 251,447 | 132,682 |
Cumulative Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (376) | (380) | (154) |
Other comprehensive loss before reclassifications | (9) | 4 | (226) |
Amounts reclassified from AOCI | 0 | 0 | 0 |
Total other comprehensive (loss) income | (9) | 4 | (226) |
Ending balance | (385) | (376) | (380) |
Unrealized Gains/(Losses) on Marketable Securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (727) | 55 | (59) |
Other comprehensive loss before reclassifications | (3,678) | (1,813) | (109) |
Amounts reclassified from AOCI | (2,305) | 1,031 | 223 |
Total other comprehensive (loss) income | (5,983) | (782) | 114 |
Ending balance | (6,710) | (727) | 55 |
Total | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (1,103) | (325) | (213) |
Ending balance | $ (7,095) | $ (1,103) | $ (325) |
Loss Per Common Share - Anti-di
Loss Per Common Share - Anti-dilutive Common Share Equivalents (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from the calculation of diluted shares (in shares) | 9,211 | 7,466 | 2,165 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from the calculation of diluted shares (in shares) | 0 | 577 | 75 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from the calculation of diluted shares (in shares) | 4,230 | 6,773 | 2,090 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from the calculation of diluted shares (in shares) | 4,981 | 116 | 0 |
Loss Per Common Share - Reconci
Loss Per Common Share - Reconciliation Of Net Loss Attributable To Common Stockholders And Basic And Diluted Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||||||||||
Net loss from continuing operations | $ (30,763) | $ (26,415) | $ (25,098) | $ (17,424) | $ (41,193) | $ (32,288) | $ (27,057) | $ (21,662) | $ (99,700) | $ (122,200) | $ (64,520) |
Denominator: | |||||||||||
Basic loss per share outstanding (in shares) | 179,867 | 121,838 | 83,295 | ||||||||
Diluted loss per share outstanding (in shares) | 179,867 | 121,838 | 83,295 | ||||||||
Diluted loss per common share from continuing operations (in usd per share) | $ (0.55) | $ (1) | $ (0.77) | ||||||||
Basic loss per common share from continuing operations (in usd per share) | $ (0.55) | $ (1) | $ (0.77) |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 12, 2012 shares | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common Stock reserved for issuance (in shares) | 8,352 | |||
Compensation expense | $ | $ 19,520 | $ 7,183 | $ 1,010 | |
Unrecognized compensation cost | $ | $ 50,020 | |||
Remaining weighted average cost recognition period | 2 years 1 month 6 days | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common Stock reserved for issuance (in shares) | 10,739 | |||
Share conversion ratio | 1 | |||
2012 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common Stock reserved for issuance (in shares) | 17,464 | |||
2012 Plan | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Contractual life | 10 years | |||
2012 Plan | Stock options | Board members | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock awards issued (in shares) | 16,502 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Options Assumptions (Details) - Stock options | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0% |
Expected volatility | 63% |
Risk-free interest rate | 0.70% |
Expected term in years | 6 years 1 month 6 days |
Weighted average grant date fair value (in usd per share) | $ 1.49 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary Of Stock Option Information And Weighted Average Exercise Prices (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Shares | |
Beginning balance (in share) | shares | 12,100 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (2,333) |
Cancelled and forfeited (in shares) | shares | (1,325) |
Expired (in shares) | shares | (90) |
Ending balance (in shares) | shares | 8,352 |
Weighted Average Exercise Price | |
Beginning balance (in usd per share) | $ / shares | $ 1.76 |
Granted (in usd per share) | $ / shares | 0 |
Exercised (in usd per share) | $ / shares | 1.05 |
Forfeited (in usd per share) | $ / shares | 2.24 |
Expired (in usd per share) | $ / shares | 3.27 |
Ending balance (in usd per share) | $ / shares | $ 1.87 |
Stock Options Additional Disclosures | |
Weighted average remaining contractual term (in years) | 6 years 11 months 12 days |
Aggregate intrinsic value | $ | $ 7,515 |
Exercisable (in shares) | shares | 5,555 |
Exerscisable, weighted average exercise price (in usd per share) | $ / shares | $ 1.57 |
Exerscisable, weighted average remaining contractual term (in years) | 6 years 7 months 28 days |
Exercisable, intrinsic value | $ | $ 5,863 |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs activity and weighted average grant-date fair value (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Time Based Awards | ||
RSUs | ||
Beginning balance (in shares) | 6,498,000 | 226,000 |
Granted (in shares) | 7,580,000 | |
Released (in shares) | (107,000) | |
Cancelled and forfeited (in share) | (1,201,000) | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in usd per shares) | $ 8.28 | |
Granted (in usd per share) | 5.07 | |
Released (in usd per share) | 6.62 | |
Cancelled and forfeited (in usd per share) | 6.05 | |
Ending balance (in usd per shares) | $ 4.98 | |
Market Based Performance Awards | ||
RSUs | ||
Beginning balance (in shares) | 4,241,000 | 1,682,000 |
Granted (in shares) | 3,025,000 | |
Released (in shares) | 0 | |
Cancelled and forfeited (in share) | (466,000) | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in usd per shares) | $ 6.14 | |
Granted (in usd per share) | 4.05 | |
Released (in usd per share) | 0 | |
Cancelled and forfeited (in usd per share) | 5.08 | |
Ending balance (in usd per shares) | $ 4.76 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) vote $ / shares shares | Mar. 31, 2022 $ / shares | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 440,000,000 | 440,000,000 | 440,000,000 | |
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of votes per share | vote | 1 | 1 | ||
Common stock, shares, issued (in shares) | 206,668,000 | 206,668,000 | 178,089,000 | |
Common stock, shares outstanding (in shares) | 206,668,000 | 206,668,000 | 178,089,000 | |
Dividends | $ | $ 0 | |||
Maximum | At The Market | ||||
Class of Stock [Line Items] | ||||
Consideration received on transaction | $ | $ 100,000,000 |
Common Stock - Schedule of Stoc
Common Stock - Schedule of Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock issued | 206,668,000 | 178,089,000 |
Common stock outstanding | 206,668,000 | 178,089,000 |
Warrants (in shares) | 36,043,000 | |
Total reserved shares | 310,270,000 | |
Maximum number of shares available for issuance | 129,730,000 | |
Shares authorized | 440,000,000 | 440,000,000 |
At The Market (ATM) | ||
Class of Stock [Line Items] | ||
Total reserved shares | 39,930,000 | |
2021 Omnibus Plan | ||
Class of Stock [Line Items] | ||
Total reserved shares | 3,538,000 | |
Employee Stock Purchase Plan (ESPP) | ||
Class of Stock [Line Items] | ||
Total reserved shares | 5,000,000 | |
Stock options | ||
Class of Stock [Line Items] | ||
Granted and outstanding | 8,352,000 | |
Restricted stock units | ||
Class of Stock [Line Items] | ||
Granted and outstanding | 10,739,000 |
Employee Benefit Plans and Ot_2
Employee Benefit Plans and Other Compensation Benefits (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 USD ($) plan | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Contributions | $ | $ 1,636 | $ 1,193 | $ 912 | |
Employee Stock Purchase Plan (“ESPP”) | Employee Stock Purchase Plan (ESPP) | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Discount from market price | 15% | |||
Minimum | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Company match | 3% | |||
Maximum | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Company match | 5% | |||
Qualified Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Number of qualified plans | plan | 4 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) customer | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Litigation accrual | $ 0 | $ 0 |
Inventory purchases | 124,400,000 | |
Current purchase obligations | $ 122,400,000 | |
Purchase commitment (bushels) | customer | 3,800,000 |
Segment Information - Narrative
Segment Information - Narratives (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Operating segments | segment | 1 | ||||||||||
Reportable segments | segment | 1 | ||||||||||
Revenues | $ 99,180 | $ 122,296 | $ 93,631 | $ 66,126 | $ 30,732 | $ 23,189 | $ 22,786 | $ 14,238 | $ 381,233 | $ 90,945 | $ 59,070 |
Overseas Shipments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 11,631 | ||||||||||
Domestic Sales | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 369,602 |
Segment Information - Revenues
Segment Information - Revenues From Overseas Shipments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 99,180 | $ 122,296 | $ 93,631 | $ 66,126 | $ 30,732 | $ 23,189 | $ 22,786 | $ 14,238 | $ 381,233 | $ 90,945 | $ 59,070 |
Proprietary | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 72,578 | 38,043 | 0 | ||||||||
Non-Proprietary | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 308,655 | 52,902 | 59,070 | ||||||||
Point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 375,876 | 90,672 | 58,835 | ||||||||
Over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 5,357 | $ 273 | $ 235 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||||||||
Net loss from continuing operations | $ (30,763) | $ (26,415) | $ (25,098) | $ (17,424) | $ (41,193) | $ (32,288) | $ (27,057) | $ (21,662) | $ (99,700) | $ (122,200) | $ (64,520) |
Income tax expense (benefit) | 59 | 231 | 48 | ||||||||
Depreciation and amortization | 22,836 | 12,817 | 7,504 | ||||||||
Change in fair value of warrants | (49,063) | (12,127) | 661 | ||||||||
Loss on extinguishment of debt | 0 | (11,742) | 0 | ||||||||
Impairment of goodwill | 0 | 0 | 2,954 | ||||||||
Total Adjusted EBITDA | (81,645) | (77,311) | (46,689) | ||||||||
Corporate And Reconciling Items | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Interest expense, net | 21,444 | 4,481 | 6,554 | ||||||||
Income tax expense (benefit) | 59 | 231 | 48 | ||||||||
Depreciation and amortization | 20,513 | 10,478 | 6,076 | ||||||||
Stock-based compensation | 19,520 | 7,183 | 1,010 | ||||||||
Change in fair value of warrants | (49,063) | (12,127) | 661 | ||||||||
Other non-recurring costs, including acquisition costs | $ 5,582 | 4,688 | 528 | ||||||||
Employee retention credit | (1,550) | ||||||||||
Merger transaction costs | 11,693 | ||||||||||
Non-recurring public company readiness costs | 5,265 | ||||||||||
Loss on extinguishment of debt | (11,742) | ||||||||||
South America seed production costs | $ 2,805 | ||||||||||
Impairment of goodwill | $ 2,954 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 99,180 | $ 122,296 | $ 93,631 | $ 66,126 | $ 30,732 | $ 23,189 | $ 22,786 | $ 14,238 | $ 381,233 | $ 90,945 | $ 59,070 |
Gross profit (loss) | 789 | 5,931 | 5,742 | (8,935) | (3,240) | 880 | (2,603) | (938) | 3,527 | (5,901) | 4,649 |
Net loss from continuing operations | $ (30,763) | $ (26,415) | $ (25,098) | $ (17,424) | $ (41,193) | $ (32,288) | $ (27,057) | $ (21,662) | $ (99,700) | $ (122,200) | $ (64,520) |
Net loss per share: | |||||||||||
Basic (in usd per share) | $ (0.29) | $ (0.16) | $ (0.15) | $ (0.10) | $ (0.27) | $ (0.29) | $ (0.25) | $ (0.21) | $ (0.71) | $ (1.04) | $ (0.81) |
Diluted (in usd per share) | $ (0.29) | $ (0.16) | $ (0.15) | $ (0.10) | $ (0.27) | $ (0.29) | $ (0.25) | $ (0.21) | $ (0.71) | $ (1.04) | $ (0.81) |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 | Mar. 31, 2023 USD ($) day $ / shares | Dec. 31, 2021 day $ / shares | Mar. 31, 2023 | |
Convertible Loan and Security Agreement | Convertible Notes Payable | Redemption one | ||||
Subsequent Event [Line Items] | ||||
Conversion stock price (in usd per share) | $ / shares | $ 2.47 | |||
Convertible Loan and Security Agreement | Convertible Notes Payable | Redemption two | ||||
Subsequent Event [Line Items] | ||||
Interest only payment term | 12 months | |||
Common stock trading day | day | 14 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Interest only payment term | 6 months | |||
Subsequent Event | Convertible Loan and Security Agreement | Convertible Notes Payable | ||||
Subsequent Event [Line Items] | ||||
Interest only payment term | 6 months | |||
Final balloon payment | 2% | |||
Variable rate | 5.75% | 7.75% | ||
Fees percent | 2% | |||
Fees | $ | $ 2,000,000 | |||
Subsequent Event | Convertible Loan and Security Agreement | Convertible Notes Payable | Redemption one | ||||
Subsequent Event [Line Items] | ||||
Conversion stock price (in usd per share) | $ / shares | $ 2.47 | |||
Subsequent Event | Convertible Loan and Security Agreement | Convertible Notes Payable | Redemption two | ||||
Subsequent Event [Line Items] | ||||
Common stock trading day | day | 5 |
Schedule II - Benson Hill, In_2
Schedule II - Benson Hill, Inc. Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts receivable and other receivables | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 341 | $ 122 | $ 9 |
Additions (Reductions) Charged to Costs and Expenses | 527 | 219 | 113 |
Balance at End of Year | 868 | 341 | 122 |
Inventories | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 698 | 341 | 211 |
Additions (Reductions) Charged to Costs and Expenses | (271) | 357 | 130 |
Balance at End of Year | 427 | 698 | 341 |
Deferred income taxes | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 65,134 | 34,921 | 19,293 |
Additions (Reductions) Charged to Costs and Expenses | 52,906 | 30,213 | 15,628 |
Balance at End of Year | $ 118,040 | $ 65,134 | $ 34,921 |