Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 12, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
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, Ste 300 | ||
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 | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 247 | ||
Entity Common Stock, Shares Outstanding | 211,099,359 | ||
Documents Incorporated by Reference | None. | ||
Entity Central Index Key | 0001830210 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Warrants exercisable for one share of common stock at an exercise price of $11.50 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, exercisable for one share of Common Stock, $0.0001 par value per share. | ||
Common Stock, $0.0001 par value | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | BHIL | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | St. Louis, Missouri |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 15,828 | $ 25,053 |
Restricted cash | 0 | 17,912 |
Marketable securities | 32,852 | 132,121 |
Accounts receivable, net | 33,222 | 28,591 |
Inventories, net | 25,500 | 62,110 |
Prepaid expenses and other current assets | 10,915 | 11,434 |
Current assets of discontinued operations | 601 | 23,507 |
Total current assets | 118,918 | 300,728 |
Property and equipment, net | 79,043 | 99,759 |
Finance lease right-of-use assets | 59,245 | 66,533 |
Operating lease right-of-use assets | 2,934 | 1,660 |
Goodwill and intangible assets, net | 5,226 | 27,377 |
Other assets | 9,398 | 4,863 |
Total assets | 274,764 | 500,920 |
Current liabilities: | ||
Accounts payable | 17,132 | 36,717 |
Finance lease liabilities, current portion | 3,705 | 3,318 |
Operating lease liabilities, current portion | 1,489 | 364 |
Long-term debt, current portion | 55,201 | 2,242 |
Accrued expenses and other current liabilities | 23,837 | 33,435 |
Current liabilities of discontinued operations | 559 | 16,441 |
Total current liabilities | 101,923 | 92,517 |
Long-term debt, less current portion | 5,250 | 103,991 |
Finance lease liabilities, less current portion | 6,503 | 1,291 |
Operating lease liabilities, less current portion | 73,682 | 76,431 |
Warrant liabilities | 1,186 | 24,285 |
Conversion option liability | 5 | 8,091 |
Deferred income taxes | 0 | 283 |
Other non-current liabilities | 172 | 129 |
Total liabilities | 188,721 | 307,018 |
Commitments and contingencies (refer to Note 22) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized; 208,395 and 206,668 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 21 | 21 |
Additional paid-in capital | 611,477 | 609,450 |
Accumulated deficit | (523,786) | (408,474) |
Accumulated other comprehensive loss | (1,669) | (7,095) |
Total stockholders’ equity | 86,043 | 193,902 |
Total liabilities and stockholders’ equity | $ 274,764 | $ 500,920 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 440,000,000 | 440,000,000 | |
Common stock, shares, issued (in shares) | 208,395,000 | 206,668,000 | |
Common stock, shares outstanding (in shares) | 208,395,000 | 206,668,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 473,336,000 | $ 381,233,000 | $ 90,945,000 |
Cost of sales | 449,710,000 | 377,706,000 | 96,846,000 |
Gross profit (loss) | 23,626,000 | 3,527,000 | (5,901,000) |
Operating expenses: | |||
Research and development | 40,270,000 | 47,500,000 | 40,574,000 |
Selling, general and administrative expenses | 69,063,000 | 81,034,000 | 71,947,000 |
Impairment of goodwill | 19,226,000 | 0 | 0 |
Gain on sale of Seymour facility | (18,970,000) | 0 | 0 |
Impairment loss on Creston facility | 18,521,000 | 0 | 0 |
Total operating expenses | 128,110,000 | 128,534,000 | 112,521,000 |
Loss from operations | (104,484,000) | (125,007,000) | (118,422,000) |
Other (income) expense: | |||
Interest expense, net | 35,064,000 | 21,444,000 | 4,481,000 |
Loss on extinguishment of debt | 0 | 0 | 11,742,000 |
Change in fair value of warrants and conversion options | (31,184,000) | (49,063,000) | (12,127,000) |
Other (income) expense, net | 3,075,000 | 2,253,000 | (549,000) |
Total other (income) expense, net | 6,955,000 | (25,366,000) | 3,547,000 |
Net loss from continuing operations before income tax | (111,439,000) | (99,641,000) | (121,969,000) |
Income tax (benefit) expense | (192,000) | 59,000 | 231,000 |
Net loss from continuing operations, net of tax | (111,247,000) | (99,700,000) | (122,200,000) |
Net loss from discontinued operations, net of tax | (4,065,000) | (28,205,000) | (4,047,000) |
Net loss | $ (115,312,000) | $ (127,905,000) | $ (126,247,000) |
Net loss per common share: | |||
Basic net loss per common share from continuing operations (in usd per share) | $ (0.59) | $ (0.55) | $ (1) |
Diluted net loss per common share from continuing operations (in usd per share) | (0.59) | (0.55) | (1) |
Basic net loss from discontinued operations (in usd per share) | (0.02) | (0.16) | (0.04) |
Diluted net loss from discontinued operations (in usd per share) | (0.02) | (0.16) | (0.04) |
Basic net loss per common share (in usd per share) | (0.61) | (0.71) | (1.04) |
Diluted net loss per common share (in usd per share) | $ (0.61) | $ (0.71) | $ (1.04) |
Weighted average shares outstanding: | |||
Basic weighted average shares outstanding (in shares) | 187,927 | 179,867 | 121,838 |
Diluted weighted average shares outstanding (in shares) | 187,927 | 179,867 | 121,838 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss attributable to common stockholders | $ (115,312) | $ (127,905) | $ (126,247) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 0 | (9) | 4 |
Change in fair value of available-for-sale marketable securities, net of deferred taxes | 5,426 | (5,983) | (782) |
Total other comprehensive income (loss) | 5,426 | (5,992) | (778) |
Total comprehensive loss | $ (109,886) | $ (133,897) | $ (127,025) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2020 | 108,697 | ||||
Beginning 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 | |||
Stock option exercises, net (in shares) | 998 | ||||
Stock option exercises, net | 713 | 713 | |||
Stock-based compensation expense | 7,183 | 7,183 | |||
Other | (22) | (22) | |||
Comprehensive gain (loss) | (127,025) | (126,247) | (778) | ||
Ending balance (in shares) at Dec. 31, 2021 | 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 | ||
Stock option exercises, net (in shares) | 2,265 | ||||
Stock option exercises, net | 2,325 | 2,325 | |||
Restricted Stock Units, net (in shares) | 94 | ||||
Stock-based compensation expense | 19,520 | 19,520 | |||
Comprehensive gain (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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock option exercises, net (in shares) | 126 | 1,727 | |||
Stock option exercises, net | $ 305 | 305 | |||
Stock-based compensation expense | 1,722 | 1,722 | |||
Comprehensive gain (loss) | $ (109,886) | (115,312) | 5,426 | ||
Ending balance (in shares) at Dec. 31, 2023 | 208,395 | 208,395 | |||
Ending balance at Dec. 31, 2023 | $ 86,043 | $ 21 | $ 611,477 | $ (523,786) | $ (1,669) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders’ Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance costs | $ 4,087 | $ 36,770 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | |||
Net loss | $ (115,312) | $ (127,905) | $ (126,247) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 21,610 | 22,836 | 12,817 |
Share-based compensation expense | 1,466 | 19,520 | 7,183 |
Bad debt expense | (6) | 863 | 309 |
Change in fair value of warrants and conversion options | (31,184) | (49,063) | (12,127) |
Accretion and amortization related to financing activities | 17,344 | 9,279 | 1,389 |
Amortization of premiums related to marketable securities | 591 | 2,450 | 0 |
Realized losses on sale of marketable securities | 3,573 | 2,305 | 1,031 |
Loss on extinguishment of debt | 0 | 0 | 11,742 |
Loss on divestiture of discontinued operations | 172 | 10,246 | 0 |
Impairment | 37,747 | 11,579 | 0 |
Gain on sale of Seymour facility | (18,970) | 0 | 0 |
Other | 2,300 | 4,579 | (1,096) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,047 | (3,070) | (7,038) |
Inventories | 47,864 | (4,663) | (11,690) |
Other assets and other liabilities | 73 | 6,542 | (12,855) |
Accounts payable | (30,649) | (5,313) | 11,293 |
Accrued expenses | (10,797) | 6,419 | 7,539 |
Net cash used in operating activities | (73,131) | (93,396) | (117,750) |
Investing activities | |||
Purchases of marketable securities | (111,241) | (372,170) | (648,923) |
Proceeds from maturities of marketable securities | 82,067 | 139,063 | 2,499 |
Proceeds from sales of marketable securities | 128,994 | 193,250 | 639,612 |
Payments made in connection with business acquisitions | 25,868 | 0 | 0 |
Payments for acquisition of property and equipment | (11,760) | (16,486) | (31,490) |
Payments made in connection with business acquisitions | 0 | (1,034) | (116,287) |
Proceeds from divestiture of discontinued operations | 2,378 | 17,131 | 0 |
Proceeds from an insurance claim from a prior business acquisition | 1,533 | 0 | 0 |
Other | 192 | 0 | 0 |
Net cash provided by (used in) investing activities | 118,031 | (40,246) | (154,589) |
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 | 0 | 81,109 | 285,378 |
Payments for extinguishment of debt | 0 | 0 | (43,082) |
Principal payments on debt | (63,823) | (7,288) | (4,400) |
Proceeds (payment) from issuance of debt | (2,496) | 23,540 | 103,634 |
Borrowing under revolving line of credit | 0 | 19,774 | 20,954 |
Repayments under revolving line of credit | 0 | (19,821) | (20,907) |
Repayments of financing lease obligations | (6,126) | (1,630) | (703) |
Proceeds from the exercise of stock options and warrants | 305 | 2,325 | 681 |
Net cash (used in) provided by financing activities | (72,140) | 98,009 | 341,555 |
Effect of exchange rate changes on cash | 0 | (9) | 4 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (27,240) | (35,642) | 69,220 |
Cash, cash equivalents and restricted cash, beginning of year | 43,321 | 78,963 | 9,743 |
Cash, cash equivalents and restricted cash, end of year | 16,081 | 43,321 | 78,963 |
Supplemental disclosure of cash flow information | |||
Cash paid for taxes | 11 | 57 | 53 |
Cash paid for interest | 18,991 | 14,398 | 6,591 |
Supplemental disclosure of non-cash activities | |||
Issuance of Notes Payable Warrants and Convertible Notes Payable Warrants | 0 | 0 | 6,663 |
Conversion of Notes Payable Warrants upon Merger | 0 | 0 | 4,576 |
Public Warrants and Private Placement Warrants acquired in Merger | 0 | 0 | 50,850 |
Issuance of conversion option | 0 | 0 | 8,783 |
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities | 1,468 | 3,058 | 3,578 |
Financing leases | $ 4,703 | $ 806 | $ 46,021 |
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, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Benson Hill is an ag-tech company on a mission to lead the pace of innovation in soy protein through differentiated and advantaged genetics. Leveraging downstream insights and demand, we utilize our CropOS ® technology platform to design and deliver food and feed that’s better from the beginning: more nutritious, and more functional, while enabling efficient production and delivering novel sustainability benefits to food and feed customers. We are headquartered in St. Louis, Missouri, where most of our research and development activities are managed. In February 2024 as part of our acceleration to an asset-light business model, we divested our soy crushing and food-grade white flake and soy flour manufacturing operation in Creston, Iowa, which follows the October 2023 divestiture of our soy crushing facility in Seymour, Indiana. We continue to process dry peas in North Dakota through our Dakota Ingredients facility, and we sell our products throughout North America, in Europe and in several countries globally. Moving to an asset-light business model enables Benson Hill to focus on our research and development competitive advantage. We participate across the value chain with partnerships that are more efficient to scale acreage, require less operating expense and are more capital efficient. This model will continue to enable us to solve end user challenges with seed innovation. As we analyze the asset-light business model across the value chain, there are three opportunities to monetize Benson Hill's technology. First, licensing our germplasm to seed companies. Second, direct seed sales to farmers. And third, through technology access fees and value-based royalties from seed companies, processors and end users. Our commitment to environmental and social issues impacting our planet and our purpose-driven culture are fundamental to our ability to achieve our mission. Environmental, Social and Governance (“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 technology platform, asset-light model, and purpose-driven culture will help bridge the divide between evolving preferences and quality traits already present within the genetic diversity of plants. We see nature as our partner; technology as our enabler; and innovators like our Company, like-minded stakeholders, stockholders and partners as the catalysts to activate the change needed. 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 Divestiture On December 29, 2022, we entered into a Stock Purchase Agreement (the “Stock Sale”) 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 former Fresh segment. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida, for an aggregate purchase price of $18,000, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. On June 30, 2023, we closed the Stock Sale. Our 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 N ote 4 — Discontinued Operations in this report for further details on the divestiture of former Fresh segment. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for financial reporting and Securities and Exchange Commission (“SEC”) regulations. For the year ended December 31, 2023, our Company incurred a net loss from continuing operations of $111,247, had negative cash flows from operating activities of $73,131 and had capital expenditures of $11,760. As of December 31, 2023, our Company had cash and marketable securities of $48,680 and no restricted cash. Furthermore, as of December 31, 2023, our Company had an accumulated deficit of $523,786 and term debt and notes payable of $60,451, which are subject to repayment terms and covenants further described in Note 14 — Debt in this report. These factors, coupled with working capital needs and expected capital expenditures indicated that, without further action, our forecasted cash flows would not be sufficient for us to meet our contractual commitments and obligations as they came due in the ordinary course of business for 12 months after the date the consolidated financial statements are issued. Therefore, there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, and do not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of the Company’s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As of the fourth quarter of 2023, the Convertible Notes Payable becomes due and payable in full on March 1, 2024. In November 2023, using the proceeds obtained from the divestiture of our soy crushing facility in Seymour, Indiana, and other asset sales, we repaid approximately half of the outstanding obligations under the Convertible Notes Payable for an aggregate amount of $58,391. On February 13, 2024, we completed the sale of our soy crushing facility in Creston, Iowa, and used the proceeds to fully retire the Convertible Notes Payable. We paid an aggregate amount of $59,000, in full payment of our outstanding obligations under the Convertible Notes Payable . Refer t o Note 14—Debt and Note 2 in this report for further details. Since our inception, we have incurred significant losses primarily to fund investment into technology and costs associated with early-stage commercialization of our products. Following the repayment of Convertible Notes Payable , we will need to raise additional capital to fund our operations. Further, after the divestiture of our soybean processing facilities located in Seymour, Indiana and Creston, Iowa, our Company’s ability to generate revenue from product sales has been substantially diminished. Our Company will be required to identify additional sources of revenue, including from collaborative arrangements or joint operating activities, partnerships and licensing opportunities. We have taken steps to alleviate the substantial doubt noted above. As mentioned above, during the fourth quarter of 2023 and the first quarter of 2024, we sold our soybean processing facilities located in Seymour, Indiana and Creston, Iowa and utilized proceeds from the sales, in combination with restricted cash, to fully retire our obligations under the Convertible Notes Payable. We are decreasing cash required for our operations by reducing operating costs and reducing staff levels. We incurred severance costs of $4,019 for the year ended December 31, 2023, included within selling, general and administrative expenses on our consolidated statements of operations. On March 7, 2024, we extended the DDB Term loan from April 2025 to April 2026. In addition, we are working to manage our current liabilities while we continue to make changes in operations to improve our cash flow and liquidity position. Our liquidity plans and operating budget include further actions that include improving operating efficiencies by reducing certain operating costs and restructuring certain parts of our organization, exploring strategic alternatives, divesting our processing assets , supplementing cash needs by selling additional shares of our common stock or securities convertible into common stock, to the public through our shelf registration statement, or otherwise, or obtaining alternative forms of financing which may or may not be dilutive . There are no guarantees that we will achieve any of these plans, which involve risks and uncertainties, or that our achievement of any of these plans will sufficiently address our substantial doubt about our ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Our consolidated financial statements include the accounts of our Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our Company prepares our 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 amounts, share units and commodity quantities are in thousands, except per share amounts, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. Emerging Growth Company 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 our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant management estimates include those with respect to allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of our warrant liabilities and conversion option liabilities. Cash, Cash Equivalents and Restricted Cash We consider all short-term, highly liquid investments with maturities of 90 days or less at the acquisition date to be cash equivalents. Restricted cash primarily represents cash proceeds from the sale of certain assets pursuant to the covenants with a lender. Restricted cash is classified as non-current if we expect that the cash will remain restricted for a period greater than one year. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets, inclusive of $253 and $356 of cash and cash equivalents reported within current assets of discontinued operations, to the amounts shown in our consolidated statements of cash flows: December 31, 2023 2022 Cash and cash equivalents $ 16,081 $ 25,409 Restricted cash — 17,912 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 16,081 $ 43,321 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 our Company’s internal collection efforts have been unsuccessful in collecting the amounts due. Our Company had amounts reserved for doubtful accounts as of December 31, 2023 and 2022, of $672 and $743, respectively. Derivatives Our Company uses exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade prices related to forecasted purchases and sales of soybean and soybean related products in the normal course of business. Our Company has master netting agreements with our counterparties which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Further, all of our 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 — Derivatives in this report 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 our 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. Our 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 our consolidated statements of operations. Our 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 our consolidated statements of operations. Our Company classifies the cash effects of our derivatives within the “Cash Flows From Operating Activities” section of our 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 our consolidated statements 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 and software 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 Spare Parts Our Company maintains an inventory of spare parts at our 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, our Company classifies spare parts as a non-current asset and presents them in other assets on the consolidated balance sheets. As of December 31, 2023 and 2022, our Company had spare parts of $3,326 and $2,348, respectively. Leases Our Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with terms greater than 12 months, our 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 our 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 our Company’s leases contain rent escalations over the lease term. Our Company recognizes expense for operating leases on a straight-line basis over the lease term. Our 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. Our 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. Our Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. Most of our Company’s leases do not provide a readily available implicit interest rate. Therefore, our 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 our 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 second quarter of 2023, we identified an indicator of impairment and determined it was no longer more likely than not that the fair value of our sole reporting unit was in excess of the carrying value. We performed an impairment analysis for the Ingredients reporting unit as of June 30, 2023, using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs. Our estimates in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing our proprietary products and pursue other strategic investments in the industry. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and we recorded an impairment of the carrying value of goodwill of $19,226, which represented the entire goodwill balance prior to the impairment charge. The goodwill impairment charge had an immaterial impact on the provision for income taxes. During the years ended December 31, 2022 and 2021, our Company evaluated goodwill for impairment using a quantitative assessment for all reporting units concluding that goodwill was not impaired. 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 our Company over the amortization period of 15 years and are amortized on a straight-line basis. The amortization period of customer relationships represents management’s best estimate of the expected usage or consumption of the economic benefits of the acquired assets, which is based on our historical experience of customer attrition rates. Definite lived intangible assets are reviewed for impairment, at the asset group level, whenever, in management’s judgment, impairment indicators are present. At a minimum, we assess all definite lived intangible assets annually for indicators of impairment. When indicators of impairment are present, such an assessment involves estimating undiscounted cash flows over the remaining useful life of the intangible. If the review indicates that undiscounted cash flows are less than the carrying value of the intangible asset, the asset group is written down to fair value, and any impairment is assigned to the assets in the asset group in accordance with the applicable guidance, and a corresponding impairment is recognized in our consolidated statements of operations and comprehensive loss. Impairment of Long-lived Assets We review long-lived assets, including lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. We conduct our long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets , which requires us to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. We conducted an impairment assessment of our long-lived assets as of December 31, 2023 and recorded a non-cash impairment charge of $18,521 to reduce th e carrying amounts of long-lived assets, which consists of property and equipment, intangible assets, and lease right-of-use assets, of our Creston facility to their approximate fair values. These estimates generally constitute unobservable Level 3 inputs under the fair value hierarchy. In light of our transition to an asset-light business model, our Company performed an impairment assessment which indicated the carrying value of our Creston facility is not recoverable. The impairment charge had no impact on the provision for income taxes. There was no other impairment charges recorded as of December 31, 2023. We are currently executing a transition of our business model which could further result in us being unable to recover all or a portion of the remaining carrying value of our long-lived assets. Our Company did not record property or equipment impairment for our continuing operations for the years ended December 31, 2022 and 2021. Debt Issuance Costs Our 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 $1,732 and $1,973 as of December 31, 2023 and 2022, respectively. Amortization of debt issuance costs was $2,738, $204 and $206 for the years ended December 31, 2023, 2022 and 2021, 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 our consolidated statements of operations. 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 our Company’s common stock upon expiration, the value of the warrant at each measurement date is based on the closing price of our Company’s common stock. Our Public Warrants were traded on the NYSE under the symbol “BHIL WS.” and considered Level 1 liabilities through December 18, 2023. On December 18, 2023, we received notice from the NYSE that it had determined to commence proceedings to delist the public warrants of our Company, issued in connection with our Company’s business combination transaction which closed on September 29, 2021, with each warrant exercisable for one share of our common stock at an exercise price of $11.50 per share, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. On December 19, 2023, the NYSE suspended trading in the warrants. On January 5, 2024, the NYSE filed a Form 25 with the SEC to report the removal of the warrants from listing. On January 15, 2024, the delisting of the warrants became effective. As of December 31, 2023, Public Warrants are available for trading over-the-counter under the symbol “BHILW” and are considered Level 2 liabilities. 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 our consolidated statements of operations. The fair value of the conversion option is measured using a Black-Scholes option pricing model. Business Combinations Our 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. Our 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 Our Company analyzes our 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 our 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 our consolidated statements of operations for the years ended December 31, 2023 and 2022. Patent Sales During 2023, our Company continued our business strategy of monetizing our intellectual property, which includes the sale of select non-core patent assets. As patent sales executed under this strategy represent a component of our Company’s ongoing major or central operations and activities of monetizing intellectual property, the related proceeds from patent sales are now recognized as revenue. Revenue from patent sales is recognized when there is persuasive evidence of an arrangement, fees are fixed or determinable, delivery has occurred and collectability is reasonably assured. These requirements are generally fulfilled on closing of the patent sale transaction. Revenue for the year ended December 31, 2023 was $8,000 related to patent sales. 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, 2023, 2022 and 2021, our Company received grant reimbursement of $197, $295 and $479, 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 our consolidated statements of operations. Costs to write and support the research for filing patents are recorded as research and development expenses on our consolidated statements of operations. Stock-Based Compensation We measure all stock options and restricted stock units 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 statements 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, our 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 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
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 in the first quarter of 2022. 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 our consolidated statements 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, our Company adjusted for $2,078 of costs attributable to the acquisition. 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 our 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 our consolidated statements of operations for the year ended December 30, 2021. Rose Acre Farms On September 17, 2021, we completed the acquisition of a soybean processing facility and related assets from Rose Acre Farms, Inc. (“Rose Acre Farms”) based in Seymour, Indiana for cash consideration of $14,567 and entered into a long-term ground lease for the real estate upon which such soybean processing facility is located. The soybean processing facility will process our Company’s proprietary soybean varieties for distribution to end customers. Effective September 17, 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. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On December 29, 2022, we entered into a Stock Purchase Agreement with an unrelated party (the “Stock Sale”) 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. 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. Our 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. On June 30, 2023, we closed the Stock Sale. As of December 31, 2023, the carrying value of assets and liabilities in discontinued operations approximated their fair value due to their short maturities. J&J was the main component of our former Fresh segment. Our strategic shift to exit the former Fresh segment met the criteria to be classified as businesses held for sale and presented as a discontinued operation. Accordingly, we reclassified the results of operations of the former Fresh segment to discontinued operations in our consolidated statements of operations for all periods presented. The carrying amounts of the assets and liabilities of the discontinued operations were as follows: December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 253 $ 356 Accounts receivable, net — 9,808 Inventories, net — 11,633 Prepaid expenses and other current assets 348 1,710 Total assets of businesses held for sale $ 601 $ 23,507 Liabilities Current liabilities: Accounts payable $ 6 $ 9,743 Current lease liability — 1,890 Current maturities of long-term debt — 3,194 Accrued expenses and other liabilities 553 1,614 Total liabilities of businesses held for sale $ 559 $ 16,441 As of December 31, 2023 and 2022, the fair value of the debt included in the liabilities of business held for sale was nil and $3,305, respectively. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy. Our Company capitalized no interest costs for the year ended December 31, 2023. Our Company capitalized interest costs of $1,236 and $1,320 into property and equipment during the years ended December 31, 2022 and 2021, respectively. In August 2023, we received an insurance claim reimbursement of $1,533 related to the J&J acquisition. The operating results of the discontinued operations, net of tax, were as follows: Year Ended December 31, 2023 2022 2021 Revenues $ 32,237 $ 61,521 $ 56,267 Cost of sales 34,105 58,744 51,311 Gross profit (1,868) 2,777 4,956 Operating expenses: Research and development — 22 4 Selling, general and administrative expenses 3,031 9,168 9,605 Impairment — 11,579 — Total operating expenses 3,031 20,769 9,609 Loss from discontinued operations (4,899) (17,992) (4,653) Interest expense 14 33 9 Other expense (income), net (848) 10,179 (615) Net loss before income tax (4,065) (28,204) (4,047) Income tax expense — 1 — Net loss from discontinued operations, net of tax $ (4,065) $ (28,205) $ (4,047) Depreciation, amortization and significant operating and investing items in our consolidated statements of cash flows for the discontinued operations are as follows: Year Ended December 31, 2023 2022 2021 Operating activities Depreciation and amortization $ — $ 2,323 $ 2,339 Bad debt expense 53 122 341 Impairment — 11,579 — Net loss on divestiture 172 10,246 — Investing activities Payments for acquisitions of property and equipment — (9,503) (23,941) Proceeds from divestiture 2,378 17,131 — Proceeds from an insurance claim from a prior business acquisition 1,533 — — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Our 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, 2023 and 2022, we had cash and cash equivalents of $15,828 and $25,053, respectively, which include money market funds with maturities of less than three months. As of December 31, 2023 and 2022, we had restricted cash of $0 and $17,912, respectively. As of December 31, 2023 and 2022, 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, 2023 Level 1 Level 2 Level 3 Total Assets U.S. treasury securities $ 67 $ — $ — $ 67 Corporate bonds — 25,378 — 25,378 Preferred stock — 7,407 — 7,407 Marketable securities $ 67 $ 32,785 $ — $ 32,852 Liabilities Warrant liabilities $ 201 $ 30 $ 955 $ 1,186 Conversion option liability — — 5 5 Total liabilities $ 201 $ 30 $ 960 $ 1,191 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 Public Warrant liabilities of $30 were transferred from Level 1 to Level 2 in 2023. Our Public Warrants were traded on the NYSE under the symbol “BHIL WS.” and considered Level 1 liabilities through December 18, 2023. On December18, 2023, we received notice from the NYSE that it had determined to commence proceedings to delist our Company’s Public Warrants. On December 19, 2023, the NYSE suspended trading in the warrants. As of December 31, 2023, Public Warrants are available for trading over-the-counter under the symbol “BHILW” and are considered Level 2 liabilities. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for 2022. All of our derivative contracts are centrally cleared and therefore are cash-settled on a daily basis. This results in the derivative contracts having a fair value that approximates zero on a daily basis. Therefore, there are no derivative assets or liabilities included in the table above. Refer to Note 7 — Derivatives in this report for further discussion. The warrant liabilities consist of PIPE Investment Warrants, Convertible Notes Payable Warrants, Notes Payable Warrants, Private Placement Warrants, and Public Warrants. 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. 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. Pursuant to the Fourth Amendment to the Convertible Loan and Security Agreement entered into with the Lender in October 2023 (refer to Note 14—Debt in this report for further details), Convertible Notes Payable Warrants must be repriced based on the trailing 5-day VWAP immediately prior to the date of the Fourth Amendment. The exercise price of the Convertible Notes Payable Warrants (the “Conversion Price”) was $0.19 as of December 31, 2023. These warrant liabilities are valued based on Black-Scholes option pricing model. The significant inputs to the valuation of Level 3 warrant and conversion option liabilities for the year ended December 31, 2023 were as follows: PIPE Investment Warrants Private Placement Warrants Convertible Notes Payable Warrants Conversion Option Liability Exercise Price $ 3.90 $ 11.50 $ 0.19 $ 2.47 Stock Price $ 0.17 $ 0.17 $ 0.17 $ 0.17 Volatility 113.0 % 119.0 % 112.5 % 97.6 % Remaining term in years 3.24 2.75 3.00 1.00 Risk-free rate 4.0 % 4.1 % 4.0 % 4.8 % Dividend yield — % — % — % — % The significant inputs to the valuation of Level 3 warrant and conversion option liabilities for the year ended December 31, 2022 were as follows: PIPE Investment Warrants Private Placement Warrants Convertible Notes Payable Warrants Conversion Option 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 following table summarizes the change in the warrant and conversion option liabilities categorized as Level 3 as follows: Year Ended December 31 2023 2022 Balance, beginning of period $ 26,907 $ 34,016 Change in estimated fair value (25,947) (33,713) Issuance of PIPE Investment warrants — 26,604 Balance, end of period $ 960 $ 26,907 Fair Value of Long-Term Debt As of December 31, 2023 and 2022, the fair value of our Company’s debt, including amounts classified as current, was $64,336 and $103,814, 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, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Available-for-Sale Securities | Investments in Available-for-Sale Securities We have invested in marketable debt securities, primarily investment-grade corporate bonds, preferred stock, and highly liquid U.S Treasury securities, which are held in the custody of a major financial institution. These securities are classified as available-for-sale and, accordingly, the unrealized gains and losses are recorded through other comprehensive income and loss. Marketable securities classified as available-for-sale securities are summarized below: December 31, 2023 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S government and agency securities $ 458 $ — $ — $ 458 Corporate notes and bonds 26,040 8 (1,015) 25,033 Preferred stock 7,839 — (478) 7,361 Total investments $ 34,337 $ 8 $ (1,493) $ 32,852 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 $ 138,770 $ — $ (6,649) $ 132,121 The aggregate fair value of investments with unrealized losses that had been owned for less than a year was $6,887 and $66,296 as of December 31, 2023 and 2022, respectively. The aggregate fair value of investments with unrealized losses that had been owned for more than one year was $21,543 and $64,723 as of December 31, 2023 and 2022, respectively. Available-for-sale investments outstanding as of December 31, 2023, classified as marketable securities in our consolidated balance sheets, have maturity dates ranging from the first quarter of 2024 through the second quarter of 2026. The fair value of marketable securities as of December 31, 2023 with maturities within one year and one to five years are $12,849 and $20,003, respectively. We classify available-for-sale investments as current based on the nature of the investments and their availability to provide cash for use in current operations, if needed. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives Corporate Risk Management Activities We use exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade prices related to forecasted purchases and sales of soybeans and soybean related products in the normal course of business. These risk management activities are actively monitored for compliance with our risk management policies. As of December 31, 2023, our Company held financial futures related to a portion of our forecasted purchases of soybeans for an aggregate notional volume of 2,280 bushels of soybeans, all of which will settle in 2024. As of December 31, 2023, our Company held financial futures related to a portion of our forecasted sales of soybean oil for an aggregate notional volume of 100 pounds of soybean oil, all of which will settle in 2024. As of December 31, 2023, our Company held financial futures related to a portion of our forecasted sales of soybean meal for an aggregate notional volume of 26 tons of soybean meal, all of which will settle in 2024. Tabular Derivatives Disclosures We have master netting agreements with our counterparties, which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce our credit exposure related to these counterparties . As all of our derivative contracts are centrally cleared and therefore are cash-settled on a daily basis, the fair value approximates zero. Our derivative contracts were as follows: December 31, 2023 December 31, 2022 Asset Derivative Liability Derivative Asset Derivative Liability Derivative Soybeans $ 539 $ — $ 1,112 $ 1,925 Soybean oil — 180 533 73 Soybean meal — 588 400 2,414 Effect of daily cash settlement (539) (768) (2,045) (4,412) Net derivatives as classified in the balance sheet $ — $ — $ — $ — We had a current asset representing excess cash collateral posted to a margin account of $992 and $2,714 as of December 31, 2023 and 2022, respectively. These amounts are not included with the derivatives presented in the table above and are included in prepaid expenses and other current assets in the consolidated balance sheets. Currently, we does not seek cash flow hedge accounting treatment for derivative financial instruments and thus changes in fair value are reflected in current earnings. The tables below show the amounts of pre-tax gains and losses recognized in income related to our derivatives: Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021 Gain (loss) realized Unrealized gain (loss) Total gain (loss) recognized Gain (loss) realized Unrealized gain (loss) Total gain (loss) recognized Gain (loss) realized Unrealized gain (loss) Total gain (loss) recognized Soybeans $ (1,820) $ 1,352 $ (468) $ (7,230) $ (783) $ (8,013) $ 211 $ (31) $ 180 Soybean oil 2,474 (640) 1,834 (9,781) 438 $ (9,343) 1,148 4 1,152 Soybean meal 79 1,426 1,505 (3,247) (786) $ (4,033) (680) (1,228) (1,908) Total $ 733 $ 2,138 $ 2,871 $ (20,258) $ (1,131) $ (21,389) $ 679 $ (1,255) $ (576) Our 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 our consolidated statements of operations. Our soybean oil and soybean meal positions are designed to hedge risk related to sales transactions therefore the gains and losses on soybean oil and soybean meal instruments are recorded in revenues We classify the cash effects of our derivatives within the “Cash Flows from Operating Activities” section of our consolidated statements of cash flows. |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net Inventories, net consist of the following: December 31, 2023 2022 Raw materials and supplies $ 10,542 $ 37,483 Work-in-process 3,938 4,977 Finished goods 11,020 19,650 Total inventories $ 25,500 $ 62,110 Work-in-process inventory consists of seed provided to contracted seed producers and growers with which we hold a purchase option for, or are required to purchase the future harvested seeds or grains. It also includes crops under production which represent the direct costs of land preparation, seed, planting, growing, and maintenance. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Components of property and equipment consist of the following: December 31, 2023 2022 Land $ 1,125 $ 812 Furniture and fixtures 3,613 3,535 Machinery, field, and laboratory equipment 31,962 33,143 Computer equipment and software 3,325 2,062 Vehicles 635 447 Buildings, production facilities and improvements 43,651 60,686 Industrial, crushing and milling equipment 25,268 25,268 Construction in progress 10,758 4,372 120,337 130,325 Less accumulated depreciation (41,294) (30,566) Property and equipment, net $ 79,043 $ 99,759 On October 31, 2023, we sold the property and equipment of $6,221 located in Seymour, Indiana and recorded a gain on sale of $18,970. In December 2023, our Company recorded a non-cash impairment charge to reduce th |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases We lease and sublease real estate in the form of land, laboratory, greenhouse, warehouse, and office facilities. We also lease equipment in the form of laboratory equipment, vehicles, railcars, and office equipment. As described above, our Company performed an impairment assessment on December 31, 2023, which indicated the carrying value of its Creston facility asset group is not recoverable. In the year ended December 31, 2023, our Company recorded an impairment charge of $2,847 to reduce th e carrying value of operating lease right-of-use of our Creston facility. Lease costs are included within cost of sales, selling, general and administrative expenses, and research and development on our consolidated statements of income and comprehensive loss. 2023 2022 2021 Lease cost Finance lease cost: Amortization of right-of-use assets $ 6,689 $ 6,620 $ 3,901 Interest on lease liabilities 7,130 7,101 3,916 Operating lease cost 1,592 1,047 253 Total lease cost $ 15,411 $ 14,768 $ 8,070 Operating and finance lease right of use assets and liabilities as of the balance sheet dates are as follows: 2023 2022 Assets Finance lease right-of-use assets $ 59,245 $ 66,533 Operating lease right-of-use assets 2,934 1,660 Liabilities Current Finance lease liabilities $ 3,705 $ 3,318 Operating lease liabilities 1,489 364 Noncurrent Finance lease liabilities $ 73,682 $ 76,431 Operating lease liabilities 6,503 1,291 Lease term and discount rate consisted of the following as of December 31: 2023 2022 Weighted-average remaining lease term (years): Finance leases 12.7 13.4 Operating leases 5.7 7.2 Weighted-average discount rate: Finance leases 9.2 % 9.2 % Operating leases 10.8 % 9.2 % Supplemental cash flow and other information related to leases for each of the periods ended December 31 were as follows: 2023 2022 2021 Other information Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 1,497 $ 1,931 $ 261 Operating cash flows from finance leases 5,117 4,622 3,332 Financing cash flows from finance leases 3,376 1,583 703 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ — $ 806 $ 46,021 Operating leases 3,671 2,180 1,229 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 our consolidated balance sheet as of December 31, 2023. Finance Lease Operating Lease 2024 $ 10,606 $ 2,219 2025 10,922 1,936 2026 11,033 1,860 2027 11,230 1,710 2028 11,423 1,101 Thereafter 81,230 1,715 Total lease payments 136,444 10,541 Less: NPV discount 59,057 2,549 Present value of lease liabilities $ 77,387 $ 7,992 |
Leases | Leases We lease and sublease real estate in the form of land, laboratory, greenhouse, warehouse, and office facilities. We also lease equipment in the form of laboratory equipment, vehicles, railcars, and office equipment. As described above, our Company performed an impairment assessment on December 31, 2023, which indicated the carrying value of its Creston facility asset group is not recoverable. In the year ended December 31, 2023, our Company recorded an impairment charge of $2,847 to reduce th e carrying value of operating lease right-of-use of our Creston facility. Lease costs are included within cost of sales, selling, general and administrative expenses, and research and development on our consolidated statements of income and comprehensive loss. 2023 2022 2021 Lease cost Finance lease cost: Amortization of right-of-use assets $ 6,689 $ 6,620 $ 3,901 Interest on lease liabilities 7,130 7,101 3,916 Operating lease cost 1,592 1,047 253 Total lease cost $ 15,411 $ 14,768 $ 8,070 Operating and finance lease right of use assets and liabilities as of the balance sheet dates are as follows: 2023 2022 Assets Finance lease right-of-use assets $ 59,245 $ 66,533 Operating lease right-of-use assets 2,934 1,660 Liabilities Current Finance lease liabilities $ 3,705 $ 3,318 Operating lease liabilities 1,489 364 Noncurrent Finance lease liabilities $ 73,682 $ 76,431 Operating lease liabilities 6,503 1,291 Lease term and discount rate consisted of the following as of December 31: 2023 2022 Weighted-average remaining lease term (years): Finance leases 12.7 13.4 Operating leases 5.7 7.2 Weighted-average discount rate: Finance leases 9.2 % 9.2 % Operating leases 10.8 % 9.2 % Supplemental cash flow and other information related to leases for each of the periods ended December 31 were as follows: 2023 2022 2021 Other information Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 1,497 $ 1,931 $ 261 Operating cash flows from finance leases 5,117 4,622 3,332 Financing cash flows from finance leases 3,376 1,583 703 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ — $ 806 $ 46,021 Operating leases 3,671 2,180 1,229 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 our consolidated balance sheet as of December 31, 2023. Finance Lease Operating Lease 2024 $ 10,606 $ 2,219 2025 10,922 1,936 2026 11,033 1,860 2027 11,230 1,710 2028 11,423 1,101 Thereafter 81,230 1,715 Total lease payments 136,444 10,541 Less: NPV discount 59,057 2,549 Present value of lease liabilities $ 77,387 $ 7,992 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 Customer relationships 15 years 1,876 (625) 1,251 Trade names 10 years 705 (353) 352 Developed and acquired technology 13 years 4,710 (1,087) 3,623 $ 7,291 $ (2,065) $ 5,226 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 During the second quarter of 2023, we identified an indicator of impairment and determined it was no longer more likely than not that the fair value of our sole reporting unit was in excess of the carrying value. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and we recorded an impairment of the carrying value of goodwill of $19,226, which represented the entire goodwill balance prior to the impairment charge. We performed an interim impairment analysis for the Ingredients reporting unit as of June 30, 2023, using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs. Our estimates in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing our proprietary products and pursue other strategic investments in the industry. The goodwill impairment charge had an immaterial impact on the provision for income taxes. We had no goodwill impairment charge for the years ended December 31, 2022 and 2021. In December 2023, the Company recorded an impairment charge of $1,881 to reduce th e carrying amounts of intangible assets of our Creston facility. In light of our transition to an asset-light business model, the Company performed an impairment assessment which indicated the carrying value of our Creston facility asset group is not recoverable. We did not have any definite lived intangible asset impairments for our continuing operations for the years ended December 31, 2022 and 2021. Amortization expense on definite lived intangibles was $745, $782 and $566 for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, future amortization of intangible assets is estimated as follows: Amount Year ending December 31: 2024 $ 558 2025 558 2026 558 2027 558 2028 558 Thereafter 2,437 $ 5,226 The weighted average amortization period in total and by intangible asset class as of December 31, 2023 is as follows: Customer relationships 15.0 years Trade names 10.0 years Developed technology 13.0 years Total 13.2 years |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Holdback receivables $ 2,650 $ — Prepaid expenses $ 4,395 $ 7,372 Derivative margin asset 992 2,714 Contract asset 1,677 433 Tax receivable 75 181 Deposits 846 702 Other 280 32 $ 10,915 $ 11,434 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Payroll and employee benefits $ 8,049 $ 12,306 Insurance premiums 83 4,687 Professional services 3,960 2,842 Research and development 258 924 Inventory 514 530 Interest 161 167 Contract liability 8,340 9,965 Other 2,472 2,014 $ 23,837 $ 33,435 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt December 31, 2023 2022 DDB Term Loan, due April 2025 $ 6,256 $ 7,393 DDB Equipment Loan, due July 2024 525 1,225 Convertible Notes Payable, due March 2024 59,310 110,700 Equipment financing, due March 2025 488 873 Notes payable, varying maturities through June 2026 64 81 Less: unamortized debt discount and debt issuance costs (6,192) (14,039) 60,451 106,233 Less: current maturities of long-term debt (55,201) (2,242) Long-term debt $ 5,250 $ 103,991 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”). In the fourth quarter of 2022, the DDB Revolver maturity date was extended to November 2023. In the second quarter of 2023, the DDB Term Loan maturity date was extended to April 2025. As of December 31, 2023, the interest rate is U.S. prime rate plus 0.75% on the DDB Term Loan and DDB Equipment Loan, and U.S. prim e rate plus 0.25% on the DDB Revolver. The Credit Agreement is secured by substantially all of DDB’s real and personal property and is guaranteed, in part, by Benson Hill, Inc., DDB’s 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 2025. The Equipment Loan is payable in equal quarterly installments of $175 plus interest through July 2024. Under the Credit Agreement, DDB and our 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 2023, we were in compliance with the financial covenants under the Credit Agreement. In the fourth quarter of 2023, the DDB Revolver maturity date was extended to December 2024. Convertible Notes Payable In December 2021, we entered into a financing agreement with an investment firm (the “Convertible Loan and Security Agreement”), which included a commitment by the lender to make term loans available to us in an amount of up to $100,000 with $80,000 available immediately. We executed term notes with the lender in December 2021 in the aggregate amount of $80,000 with an initial term of 36 months payable in interest only, at the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 3.25% per annum, plus 5.75% per annum for the first 12 months and principal and interest payments for the remaining 24 months. The term notes are secured by substantially all of our assets. In June 2022, we amended the Convertible Loan and Security Agreement (“First Amendment”), which changed the definition of gross margin, and modified the Conversion Price and the Exercise Price. The change to the definition of gross margin removed the impact of derivative hedging gains or losses related to future periods and resulted in our achievement of the milestones required to draw on the second tranche. We drew on the full $20,000 available under the second tranche upon entering into this amendment. In November 2022, we entered into a second amendment to the Convertible Loan and Security Agreement (“Second Amendment”), which, among other things, changed the definition of Outstanding Shares based on the updated definition of Market Cap Threshold I. Additionally, the required minimum liquidity covenant requirement was reduced from six months to four months. The amendment also increased the designated interest rate by 25 basis points. In March 2023, we entered into a third amendment to the Convertible Loan and Security Agreement (“Third Amendment”), which, among other things, allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the Third Amendment increased the final balloon payment by 200 basis points and reset the prime rate to be the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 7.75% per annum. In October 2023, we entered into a fourth amendment to the Convertible Loan and Security Agreement (the “Fourth Amendment”), which, among other things: changed the maturity date to March 1, 2024; changed the prepayment fee to be equal to 1% of any prepayment of Loans (as defined in the Convertible Loan and Security Agreement) for any prepayments made prior to January 14, 2024; increased the “final payment” from 12.70% to 17.70% of the original Commitment amount of $100,000 ; within one one one times a minimum liquidity equal to or greater than four Prior to the fourth amendment, upon maturity or other satisfaction of the term notes, a final payment (in addition to other payments of principal and interest) equal to $12,700 is payable by us to the lenders. 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 our 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 our Company of gross proceeds of $20,000 or more over any period of 14 consecutive trading days prior to September 30, 2022, the VWAP of the common stock on the last trading day of such 14 day period; or (c) the effective price per share of any bona fide equity offering, which closes after June 30, 2022 and prior to September 30, 2022. The conversion option is subject to: (a) the closing sales price of our common stock for each of the seven consecutive trading days immediately preceding the conversion, being greater than or equal to the conversion price; (b) the shares of our common stock issued in connection with any such conversion not exceeding 20% of the total trading volume of our common stock for the 22 consecutive trading days immediately prior to and including the effective date of the conversion; and (c) all lenders’ pro forma shares of our common stock resulting from the conversion option, when added to all lenders’ pro forma shares of our common stock re sulting from the exercise of the warrants (refer to N ote 15 Warrant Liabilities in this report), not exceeding 2.5% of the number of shares of our common stock outstanding at the time of the conversion. In November 2023, using the proceeds obtained from the sale of our soy processing facility in Seymour, Indiana, and other asset sales, we repaid approximately half of the outstanding obligations under the Convertible Notes Payable for an aggregate amount of $58,391. As of December 31, 2023, the lender has not yet exercised their conver sion 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. Our 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, 2023. On February 13, 2024, we sold our soybean processing facility in Creston, Iowa, for approximately $52,500, plus a working capital adjustment estimated to be approximately $19,500, and fully retired our obligations under the Convertible Notes Payable. Refer to Note 2 in this report for further details. Equipment Financing In March 2022, our Company entered into a sale-leaseback transaction relating to certain of our Company’s equipment. Our 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. Our 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, 2023 are as follows: Amount Year ending December 31: 2024 $ 2,076 2025 5,244 2026 13 $ 7,333 The contractual maturities table excludes our obligations under the Convertible Notes Payable as it was fully repaid on February 13, 2024 as outlined above. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Warrant Liabilities | Warrant Liabilities Notes Payable Warrants In February 2020, our 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 our 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, 2023 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 our Company consummate a bridge financing prior to a change of control, the holders of the warrants may surrender their warrants to our 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 our 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, 2023. 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 (refer to Note 14 — D ebt in this report), our Company issued warrants exercisable or exchangeable for up to such aggregate number of shares of our Company’s common stock determined by dividing $3,000 by the exercise price of $2.47. In October 2023, the exercise price of the warrants was revised to $0.19 according to the fourth amendment to the Convertible Loan and Security Agreement with the lender. The warrants along with the conversion options ( refer to Note 14 Debt in this report) remain subject to the ownership cap not exceeding 2.5% of the number of shares of our common stock outstanding. The warrants remained outstanding as of December 31, 2023. 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 our Company’s common stock at no cost to the holder. PIPE Investment Warrants In March 2022, our 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 our 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, 2023. 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 our Company for $0.10 if the closing price of our 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, our Company assumed each of these warrants, which remain outstanding in whole as of December 31, 2023. Public Warrants may only be exercised and issued for a whole number of shares of common stock. Our Public Warrants were traded on the NYSE under the symbol “BHIL WS.” through December 18, 2023. On December 18, 2023, we received notice from the NYSE that it had determined to commence proceedings to delist the public warrants of our Company. On December 19, 2023, the NYSE suspended trading in the warrants. The Public Warrants will expire five years after the completion of a Business Combination (September 2026) or earlier upon redemption or liquidation. The Public Warrants became exercisable on January 8, 2022. The Private Placement Warrants are identical to the Public Warrants, except the Private Placement Warrants will be non-redeemable so long as they are held by Star Peak Sponsor II LLC (“the Sponsor”) or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by our 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, our 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 our Company sends the notice of redemption to the warrant holders. Our 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, our Company may redeem the outstanding warrants: in whole and not in part; at $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of common stock; if, and only if, the closing price of the common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss before income taxes for the years ended December 31 consists of the following: 2023 2022 2021 Domestic operations $ (111,232) $ (99,448) $ (121,508) Foreign operations (207) (193) (461) Total loss before income taxes $ (111,439) $ (99,641) $ (121,969) The provision for income taxes for the years ended December 31 consists of the following: 2023 2022 2021 Current: Federal $ (29) $ — $ — State (11) 17 — Foreign 131 53 (63) Total current 91 70 (63) Deferred: Federal (77) 15 54 State (48) 5 43 Foreign (158) (31) 197 Total deferred (283) (11) 294 Income tax (benefit) expense $ (192) $ 59 $ 231 Reconciliation of the Federal statutory income tax provision for our Company’s effective income tax provision for the years ended December 31: 2023 2022 2021 Tax at federal statutory rate $ (23,402) $ (20,925) $ (25,613) State taxes, net of federal effect (3,314) (4,898) (2,463) R&D credit (1,081) (2,513) (2,442) Valuation allowance 34,157 40,377 30,213 Warrant revaluation (5,650) (12,156) (3,728) Debt conversion option revaluation (1,978) (174) — Transaction costs — (1,237) 2,936 Stock based compensation 1,187 1,763 628 Other, net (111) (178) 700 Provision for income taxes $ (192) $ 59 $ 231 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: 2023 2022 Deferred tax assets: Net operating losses $ 87,258 $ 65,905 R&D credits 10,094 9,013 Interest limitation carryover 12,456 6,467 Intangible assets 15,319 12,213 Stock based compensation 2,939 3,866 Advance payments 2,046 2,492 Capitalized R&D expenditures 18,027 10,566 Right of use lease liabilities 20,885 20,457 Loss on discontinued operations — 9,976 Other 3,698 7,258 Gross deferred tax assets 172,722 148,213 Less valuation allowance (151,084) (118,040) Net deferred tax assets 21,638 30,173 Deferred tax liabilities: Right of use assets $ (15,210) $ (17,137) Property and equipment (6,254) (11,826) Other (174) (1,493) Gross deferred tax liabilities (21,638) (30,456) Net deferred tax liability $ — $ (283) As discussed in Note 1 Description of the Business in this report, our Company made the strategic decision to exit the former Fresh segment in 2022. The tax treatment of the divestiture has resulted in tax loss recognition to our Company in the current year, the year of divestiture, with no carryover of tax losses and other attributes of the divested business. As a result, the previously recorded deferred tax asset of $9,976 has been 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. As of December 31, 2023 and 2022, our Company has a net operating loss carryforward, before tax effect, of $357,877 and $276,638 for federal tax purposes, respectively, $238,045 and $156,501 for state tax purposes, respectively and $352 and $408 for foreign tax purposes, respectively. Beginning in tax year 2018 and forward, the federal law has changed such that net operating losses generated after December 31, 2017 may be carried forward indefinitely but may only offset 80% of taxable income. Based on the current law, $24,429 of the federal net operating losses will begin to expire in 2032 and $333,448 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, 2023 and 2022, our Company also has federal research and development tax credit carryforwards of approximately $10,094 and $9,013, 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 materially 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, 2023, or possible impacts on 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, 2023, and 2022, our Company has provided a valuation allowance of $151,084 and $118,040, respectively. The change in the valuation allowance of $33,044 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 2020-2023 remain open for U.S. federal purposes. Tax years 2019-2023 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, 2023 or 2022. Further, our Company does not anticipate a significant change to the amount of unrecognized tax benefits within the next twelve months. Our Company’s policy is to accrue or charge tax penalties and interest related to tax balances to income tax expense. No significant penalties or interest have been expensed in the reported periods. |
Comprehensive Loss
Comprehensive Loss | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Comprehensive Loss | Comprehensive Loss Our 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 our subsidiaries in Brazil and Canada. The following table shows changes in accumulated other comprehensive income (loss) (“AOCI”) by component for the years ended 2023, 2022 and 2021: Cumulative Unrealized Total 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) Other comprehensive income before reclassifications — 1,853 1,853 Amounts reclassified from AOCI — 3,573 3,573 Other comprehensive income — 5,426 5,426 Balance as of December 31, 2023 $ (385) $ (1,284) $ (1,669) Amounts reclassified from AOCI were reported within “Other (income) expense, net” on our consolidated statements of operations. Our 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, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common Share We compute basic net income (loss) per common share using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed using the weighted average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities may consist of warrants, stock options and restricted stock units. The dilutive effect of outstanding warrants, stock options and restricted stock units are reflected in diluted earnings per share by application of the treasury stock method. The weighted average share impact of warrants, stock options and restricted stock units that were excluded from the calculation of diluted shares outstanding due to us incurring a net loss for the years ended December 31, 2023, 2022 and 2021 were as follows: Anti-dilutive common share equivalents: 2023 2022 2021 Warrants — — 577 Stock options 749 4,230 6,773 Restricted stock units 8,581 4,981 116 Total anti-dilutive common share equivalents 9,330 9,211 7,466 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: 2023 2022 2021 Numerator: Net loss from continuing operations $ (111,247) $ (99,700) $ (122,200) Denominator: Weighted average common shares outstanding, basic and diluted 187,927 179,867 121,838 Net loss from continuing operations per common share, basic and diluted $ (0.59) $ (0.55) $ (1.00) |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
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 10,317 equity-based awards in the form of restricted common stock or stock options awards to eligible employees, directors, and consultants. On September 29, 2021, stockholders approved the 2021 Omnibus Incentive Plan, (the “Plan”), replacing the 2012 Plan, pursuant to which our Company’s 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 24,357 stock awards as of December 31, 2023 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, 2023 and December 31, 2022. The grant date fair value for our 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, 2023 Balance at December 31, 2022 8,352 $ 1.87 Granted — — Exercised (126) 1.01 Canceled & Forfeited (599) 2.96 Expired (521) 2.12 Balance at December 31, 2023 (1) 7,106 $ 1.65 5.70 years $ 8 Exercisable at December 31, 2023 6,400 $ 1.61 5.56 years $ 8 (1) All 7,106 shares were vested or expected to vest at December 31, 2023. Restricted Stock Units (“RSUs”) RSUs are convertible into shares of our Company common stock upon vesting on a one-to-one basis. The RSUs outstanding as of December 31, 2023 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 our 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 our 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 RSU activity and weighted average grant-date fair value is as follows: Restricted Stock Units Market Based Performance Awards RSUs Weighted RSUs Weighted Balance as of December 31, 2022 6,498 $ 4.98 4,241 $ 4.76 Granted 6,011 1.33 2,255 0.35 Released (1,317) 3.88 — — Cancelled and forfeited (1,455) 4.12 (423) 4.94 Balance as of December 31, 2023 9,737 $ 2.79 6,073 $ 3.10 Stock-Based Compensation Expense Our Company recognized $1,421, $19,520 and $7,183 of compensation expense related to grants during the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the total unrecognized compensation cost related to equity awards granted was $12,965. Our Company expects to recognize total unrecognized compensation cost over a remaining weighted average period of 1.5 years. Stock Award Modifications In June 2023, we announced that our former Chief Executive Officer (“CEO”) agreed to resign from our Company effective June 15, 2023, and entered into a consulting agreement to provide transition support through June 15, 2024. In connection with the separation, we modified the terms of our former CEO’s outstanding stock awards to (1) continue vesting over the consulting period through June 15, 2024, if continuous service is achieved with us; (2) extend the period during which the vested stock options may be exercised for a period of 90 days following the termination of consultancy, if continuous service is achieved with us; and (3) extend the period in which performance-based vesting conditions for restricted stock units may be achieved through June 15, 2024, if continuous service is achieved with us. As a result of the stock award modifications, we recorded a $6,200 decrease to stock-based compensation expense for the year ended December 31, 2023. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock | Common Stock Our 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, 2023, there were 208,395 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 our Company may be declared and paid or set apart for payment upon the common stock by our Board from time to time out of any assets or funds of our 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, 2023. Liquidation : Upon any liquidation, dissolution or winding up of our 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 our 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 our 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 our Company shall not be deemed or construed to be a liquidation, dissolution or winding up of our Company. Shares Available for Future Issuance : Shares of common stock available for future issuance along with a reconciliation of shares issued or issuable as of December 31, 2023 are as follows: Common stock issued and outstanding 208,395 Warrants granted and outstanding 31,942 Options granted and outstanding 7,106 RSUs granted and outstanding 15,810 Employee Stock Purchase Plan granted and outstanding 73 2021 Omnibus plan reserved shares 4,993 Employee Stock Purchase Plan reserved shares 4,693 At-the-market (ATM) reserved shares 39,931 Total 312,943 Maximum number of shares available for issuance 127,057 Shares authorized 440,000 During the fourth quarter of 2022, our 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 our 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, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans and Other Compensation Benefits | Employee Benefit Plans and Other Compensation Benefits Retirement Plan We sponsor one qualified plan under Section 401(k) of the Internal Revenue Code. All employees are eligible to participate on their date of hire. Employees may elect to defer a portion of pretax or post-tax annual compensation, subject to Internal Revenue Service limits, that are matched by our Company at 3% to 4% of qualifying compensation. During 2023, 2022 and 2021, our Company made contributions to these plans and recognized expense in the amount of $1,165, $1,636 and $1,193, respectively. Employee Stock Purchase Plan Beginning in the third quarter of 2022, our Company implemented an employee stock purchase plan (the “ESPP”) that allows eligible employees to acquire shares of our Company’s common stock at a 15% discount from the closing sales price of our 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 $124 for the year ended December 31, 2023. The compensation expense associated with the ESPP was not significant to our consolidated statements of operations for the years ended December 31, 2022 and 2021. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation We accrue for cost related to contingencies when a loss is probable, and the amount is reasonably determinable. Disclosure of contingencies is included in the condensed consolidated financial statements when it is at least reasonably possible that a material loss or an additional material loss in excess of amounts already accrued may be incurred. For all litigation matters, the accruals were immaterial as of December 31, 2023 and 2022. Other Commitments As of December 31, 2023, we have committed to purchase from seed producers and growers at dates throughout 2024 and 2025 at fixed prices aggregating to $31,483 based on commodity futures or market prices, other payments to growers and estimated yields per acre, of which $29,420 are due within one year and the remainder is due in 2025. In addition to the obligations for which the price is fixed or determinable, we have committed to purchase from seed producers and growers 785 bushels throughout 2024 for which the pricing is currently variable. These amounts are not recorded in our consolidated financial statements because we have not taken delivery of the grain or seed as of December 31, 2023 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, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information In December 2022, we divested our Fresh segment and reclassified the related financial information to discontinued operations for all periods presented. As we divested our Fresh segment, we re-evaluated our operating and reportable segments and concluded that we operate under one operating segment and one reportable segment, Ingredients, as our 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. Our 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, we have relevant product level revenue disaggregation. Specifically, our 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. Our Company recognized revenues of $41,067 and $11,631 from shipments to overseas locations and revenues of $432,269 and $369,602 from domestic sales for the years ended December 31, 2023 and 2022. The revenues from overseas shipments were immaterial for the year ended December 31, 2021. In addition, the revenues were also presented for the years ended December 31, 2023, 2022 and 2021 as follows: Year Ended December 31, 2023 2022 2021 Revenues Point in time $ 464,432 $ 375,876 $ 90,672 Over time 8,904 5,357 273 Total Revenues $ 473,336 $ 381,233 $ 90,945 Proprietary 109,984 72,578 38,043 Non-Proprietary 363,352 308,655 52,902 Total Revenues $ 473,336 $ 381,233 $ 90,945 The CODM uses Adjusted EBITDA to review and assess our operating performance. We define Adjusted EBITDA as net loss from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, changes in fair value of warrants and conversion options, realized (gains) losses on marketable securities, goodwill and long-lived asset impairment, restructuring-related costs (including severance costs) and the impact of significant non-recurring items. Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA were as follows: Year Ended December 31, 2023 2022 2021 Net loss from continuing operations, net of income taxes $ (111,247) $ (99,700) $ (122,200) Interest expense, net 35,064 21,444 4,481 Income tax (benefit) expense (192) 59 231 Depreciation and amortization 21,610 20,513 10,478 Stock-based compensation 1,421 19,520 7,183 Changes in fair value of warrants and conversion option (31,184) (49,063) (12,127) Impairment of goodwill 19,226 — — Gain on sale of Seymour facility (18,970) — — Impairment loss on Creston facility 18,521 — — Severance 4,019 676 — Exit costs related to divestiture of Seymour facility 4,262 — — Expenses related to business transition 4,696 — — 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 Other 5,059 4,906 4,688 Total Adjusted EBITDA $ (47,715) $ (81,645) $ (77,311) |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2023 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | uarterly Financial Data (Unaudited) Summarized quarterly financial data for 2023 and 2022 were as follows: Three Months Ended Mar. 31 Jun. 30 Sep. 30 Dec. 31 2023: Revenues $ 134,643 $ 109,038 $ 113,066 $ 116,589 Gross profit $ 9,523 $ 2,968 $ 4,139 $ 6,996 Net loss from continuing operations, net of tax $ (4,845) $ (49,115) $ (19,243) $ (38,044) Net loss per share (1) : Basic $ (0.02) $ (0.30) $ (0.09) $ (0.20) Diluted $ (0.02) $ (0.30) $ (0.09) $ (0.20) 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, net of tax $ (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) (1) Net loss per share is computed independently for each of the periods presented. The sum of the quarterly earnings per share does not equal the total earnings per share computed for the year due to rounding. Refer to Note 25 — Subsequent Events in this report for more information. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Sale of Creston, Iowa Soybean Crush Facility On February 13, 2024, DDB Holdings, Inc. (the “Seller”), an indirect wholly-owned subsidiary of our Company, (and for limited purposes only, Benson Hill Holdings, Inc., a direct wholly-owned subsidiary of our Company), entered into a Membership Interest Purchase Agreement (the “MIPA”) with White River Creston, LLC (the “Purchaser”). Pursuant to the MIPA, on February 13, 2024 (the “Closing”), DDB sold all of its interests in its wholly-owned subsidiary, Benson Hill Ingredients, LLC (“BHI”), which owns and operates a soybean processing facility in Creston, Iowa, to White River for approximately $52,500, plus a working capital adjustment estimated to be approximately $19,500, subject to certain deferred payments, holdbacks and other adjustments as set forth in the MIPA (the “Creston Sale”). We are currently assessing the accounting impact of this transaction. Upon Closing, $3,413 of the Purchase Price (the “Holdback”) and $4,950 of the Purchase Price (the “Carryback”) was held back by the Purchaser. The Holdback may be used by the Purchaser to satisfy certain Adverse Consequences (as such term is defined in the MIPA) subject to the indemnification provisions of the MIPA, and for the Purchaser’s recovery with respect to the Facility KPIs (as such term is defined in the MIPA). The Holdback, less any amounts due to the Purchaser under the terms of the MIPA, shall be paid to the Seller within five days following the twelve-month anniversary of the Closing. The Carryback will be paid by the Purchaser to the Seller pursuant to the terms of a promissory note executed by the Purchaser, and guaranteed by BHI, on February 13, 2024 (the “Promissory Note”). Under the Promissory Note, and subject to its terms and conditions, the Carryback will be paid in four equal installments on November 24, 2024, February 25, 2025, May 25, 2025, and August 25, 2025, together with all unpaid accrued interest on the outstanding principal amount on each such date. Subject to the terms and conditions of the Promissory Note, interest will accrue on the outstanding and unpaid principal amount thereunder at a fixed rate equal to 8.00% per annum. The Promissory Note may be partially or fully prepaid at any time without penalty. The Company entered into a Transition Services Agreement (“TSA”) with the Purchaser, which is designed to ensure and facilitate an orderly transfer of operations. The terms of the TSA are four As disclosed in N ote 9 — Property and Equipment in this report, on October 31, 2023, the Company sold our soybean processing facility located in Seymour, Indiana, together with certain related assets, for approximately $35,397 of total gross proceeds, subject to certain adjustments, including an adjustment for inventory and other working capital (the “Seymour Sale”). The Creston Sale and the Seymour Sale (collectively, the “Transactions”) were separately marketed, negotiated, executed, and closed, and neither of the Transactions was conditioned upon the other. The Transactions were executed to leverage the Company’s core competencies as a technology-enabled seed innovation company as the Company transitions from a vertically integrated business model to an asset-light business model with an expanded focus on animal feed markets. Exiting the soybean processing business is intended to strengthen the Company’s balance sheet as the Company seeks to continue to commercialize our core business and intellectual property assets through partnerships and licensing arrangements to scale the Company’s product innovations. Following the Creston Sale, the Company exited the ownership and operation of soybean processing assets and, therefore, the Transactions collectively met the criteria for transactions required to be accounted for as discontinued operations and will be reflected as such in the first quarter of 2024. Repayment of Convertible Notes Payable On February 13, 2024, our Company repaid in full all outstanding obligations under the Convertible Loan and Security Agreement with Avenue Capital Management II, L.P. (the “Agent”), as administrative agent and collateral agent for several funds managed by the Agent (the “Lenders”) (as amended, restated, or supplemented from time to time, the “Loan Agreement”) (the “Avenue Capital Payoff”). In connection with the Avenue Capital Payoff, the Company paid to Agent for the benefit of the Lenders an aggregate amount of approximately $59,000, in full payment of the Borrowers’ outstanding obligations under the Loan Agreement and the promissory notes evidencing the obligations thereunder, including the applicable Final Payment (as such term is defined in the Loan Agreement) and expense reimbursements payable to Agent. Upon the Avenue Capital Payoff, the Lenders’ commitments to extend further credit to the Borrowers terminated, the Agent released and terminated (or will release and terminate) all liens or security interests granted to secure the obligations under the Loan Agreement, and the parties to the Loan Agreement were released from their respective guaranties and obligations under the Loan Agreement (except for inchoate indemnity obligations). Upon the Avenue Capital Payoff, the Conversion Option (as such term is defined in the Loan Agreement) to the Convertible Notes Payable has expired. The Convertible Notes Payable Warrants remain outstanding. |
Schedule II - Benson Hill, Inc.
Schedule II - Benson Hill, Inc. Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Benson Hill, Inc. Valuation and Qualifying Accounts | Schedule II -Valuation and Qualifying Accounts Valuation and Qualifying Accounts (In Thousands USD) Balance at Beginning of Year Additions (Reductions) Charged to Costs and Expenses Balance at End of Year Year Ended December 31, 2023 Reserves deducted from asset accounts: Accounts receivable and other receivables $ 868 $ (71) $ 797 Inventories 427 672 1,099 Deferred income taxes 118,040 33,044 151,084 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 All other schedules are either not required, not applicable, or the information is otherwise included. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net loss | $ (115,312) | $ (127,905) | $ (126,247) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | consolidated financial statements include the accounts of our Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Basis of Presentation | Company prepares our 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 our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant management estimates include those with respect to allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of our warrant liabilities and conversion option liabilities. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash |
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 Our Company uses exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade prices related to forecasted purchases and sales of soybean and soybean related products in the normal course of business. Our Company has master netting agreements with our counterparties which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Further, all of our 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 — Derivatives in this report 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 our 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. Our 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 our consolidated statements of operations. Our 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 our consolidated statements of operations. Our Company classifies the cash effects of our derivatives within the “Cash Flows From Operating Activities” section of our consolidated statements of cash flows. |
Inventories and Spare Parts | 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. Spare Parts |
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 our consolidated statements 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 and software 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 |
Leases | Leases Our Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with terms greater than 12 months, our 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 our 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 our Company’s leases contain rent escalations over the lease term. Our Company recognizes expense for operating leases on a straight-line basis over the lease term. Our 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. Our 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. Our Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. Most of our Company’s leases do not provide a readily available implicit interest rate. Therefore, our 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 our Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill, arising from a business combination as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed is not amortized and is subject to an annual impairment test as of December 1, unless events indicate an interim test is required. In performing this impairment test, management will first qualitatively assess indicators of a reporting unit’s fair value. If, after completing the qualitative assessment, management believes it is likely that a reporting unit is impaired, a discounted cash flow analysis is prepared to estimate the fair value of the reporting unit. Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash flows based on estimates of future sales volumes, sales prices, production costs, and discount rates. These estimates generally constitute unobservable Level 3 inputs under the fair value hierarchy. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair value of the reporting unit. During the second quarter of 2023, we identified an indicator of impairment and determined it was no longer more likely than not that the fair value of our sole reporting unit was in excess of the carrying value. We performed an impairment analysis for the Ingredients reporting unit as of June 30, 2023, using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs. Our estimates in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing our proprietary products and pursue other strategic investments in the industry. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and we recorded an impairment of the carrying value of goodwill of $19,226, which represented the entire goodwill balance prior to the impairment charge. The goodwill impairment charge had an immaterial impact on the provision for income taxes. During the years ended December 31, 2022 and 2021, our Company evaluated goodwill for impairment using a quantitative assessment for all reporting units concluding that goodwill was not impaired. 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 our 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. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We review long-lived assets, including lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. We conduct our long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets , which requires us to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. We conducted an impairment assessment of our long-lived assets as of December 31, 2023 and recorded a non-cash impairment charge of $18,521 to reduce th e carrying amounts of long-lived assets, which consists of property and equipment, intangible assets, and lease right-of-use assets, of our Creston facility to their approximate fair values. These estimates generally constitute unobservable Level 3 inputs under the fair value hierarchy. In light of our transition to an asset-light business model, |
Debt Issuance Costs | Debt Issuance Costs |
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 change in fair value of warrants in our consolidated statements of operations. 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 our Company’s common stock upon expiration, the value of the warrant at each measurement date is based on the closing price of our Company’s common stock. Our Public Warrants were traded on the NYSE under the symbol “BHIL WS.” and considered Level 1 liabilities through December 18, 2023. On December 18, 2023, we received notice from the NYSE that it had determined to commence proceedings to delist the public warrants of our Company, issued in connection with our Company’s business combination transaction which closed on September 29, 2021, with each warrant exercisable for one share of our common stock at an exercise price of $11.50 per share, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. On December 19, 2023, the NYSE suspended trading in the warrants. On January 5, 2024, the NYSE filed a Form 25 with the SEC to report the removal of the warrants from listing. On January 15, 2024, the delisting of the warrants became effective. As of December 31, 2023, Public Warrants are available for trading over-the-counter under the symbol “BHILW” and are considered Level 2 liabilities. |
Conversion Option Liability | Conversion Option Liability |
Business Combinations | Business Combinations Our 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. Our 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 and Forward Purchase and Sales Contracts | 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 Our Company analyzes our 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 our 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 our consolidated statements of operations for the years ended December 31, 2023 and 2022. Patent Sales During 2023, our Company continued our business strategy of monetizing our intellectual property, which includes the sale of select non-core patent assets. As patent sales executed under this strategy represent a component of our Company’s ongoing major or central operations and activities of monetizing intellectual property, the related proceeds from patent sales are now recognized as revenue. Revenue from patent sales is recognized when there is persuasive evidence of an arrangement, fees are fixed or determinable, delivery has occurred and collectability is reasonably assured. These requirements are generally fulfilled on closing of the patent sale transaction. Revenue for the year ended December 31, 2023 was $8,000 related to patent sales. Forward Purchase and Sales Contracts We enter into seed and grain production agreements (“Forward Purchase Contracts”) with seed producers and growers. The seed and grower contracts often require us to pay prices for the seed and grain produced at commodity futures market prices plus a premium. The grower has the option to fix their price with us throughout the term of the agreement. The grower contracts allow for delivery of grain to us at harvest if so specified when the agreement is executed, otherwise delivery occurs on a date that we elect through a specified date of the following year. We enter into sales contracts with grain and ingredients customers (“Forward Sales Contracts”) for the sale of soybeans, processed soybean products, and processed yellow pea. These sales contracts are for a fixed or determinable quantity at a fixed or determinable price and will be physically settled with the delivery of the underlying product. We designate all Forward Purchase Contracts and Forward Sales Contracts as normal purchases and normal sales and as a result are exempt from derivative accounting. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist of the costs of performing activities to discover and develop products and to advance our intellectual property. These costs consist primarily of employee-related expenses for personnel who research and develop our products, fees for contractors who support product development and breeding activities, expenses for trait |
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 our consolidated statements of operations. Costs to write and support the research for filing patents are recorded as research and development expenses on our consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation We measure all stock options and restricted stock units 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 statements 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 |
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 our 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. We adopted the standard in the first quarter of 2022, with minimal impact to our consolidated financial statements. As part of the adoption, our 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, our 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, our 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, our Company did not record an allowance for credit losses on our available-for-sale debt securities. Additionally, our Company reviewed our open trade receivables arising from contractual sales. As part of our analysis, our 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 December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard require all entities to disclose specific categories in the rate reconciliation, income taxes paid, and other income tax information. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public entities, including those entities with a single reportable segment, to provide disclosures of significant segment expenses and other segment items. The public entities are permitted to disclose multiple measures of a segment’s profit or loss used by the chief operating decision-maker to allocate resources and assess performance, as long as at least one measure that is most consistent with our consolidated financial statements is included. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. 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 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. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets, inclusive of $253 and $356 of cash and cash equivalents reported within current assets of discontinued operations, to the amounts shown in our consolidated statements of cash flows: December 31, 2023 2022 Cash and cash equivalents $ 16,081 $ 25,409 Restricted cash — 17,912 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 16,081 $ 43,321 |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets, inclusive of $253 and $356 of cash and cash equivalents reported within current assets of discontinued operations, to the amounts shown in our consolidated statements of cash flows: December 31, 2023 2022 Cash and cash equivalents $ 16,081 $ 25,409 Restricted cash — 17,912 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 16,081 $ 43,321 |
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 and software 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, 2023 2022 Land $ 1,125 $ 812 Furniture and fixtures 3,613 3,535 Machinery, field, and laboratory equipment 31,962 33,143 Computer equipment and software 3,325 2,062 Vehicles 635 447 Buildings, production facilities and improvements 43,651 60,686 Industrial, crushing and milling equipment 25,268 25,268 Construction in progress 10,758 4,372 120,337 130,325 Less accumulated depreciation (41,294) (30,566) Property and equipment, net $ 79,043 $ 99,759 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The carrying amounts of the assets and liabilities of the discontinued operations were as follows: December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 253 $ 356 Accounts receivable, net — 9,808 Inventories, net — 11,633 Prepaid expenses and other current assets 348 1,710 Total assets of businesses held for sale $ 601 $ 23,507 Liabilities Current liabilities: Accounts payable $ 6 $ 9,743 Current lease liability — 1,890 Current maturities of long-term debt — 3,194 Accrued expenses and other liabilities 553 1,614 Total liabilities of businesses held for sale $ 559 $ 16,441 In August 2023, we received an insurance claim reimbursement of $1,533 related to the J&J acquisition. The operating results of the discontinued operations, net of tax, were as follows: Year Ended December 31, 2023 2022 2021 Revenues $ 32,237 $ 61,521 $ 56,267 Cost of sales 34,105 58,744 51,311 Gross profit (1,868) 2,777 4,956 Operating expenses: Research and development — 22 4 Selling, general and administrative expenses 3,031 9,168 9,605 Impairment — 11,579 — Total operating expenses 3,031 20,769 9,609 Loss from discontinued operations (4,899) (17,992) (4,653) Interest expense 14 33 9 Other expense (income), net (848) 10,179 (615) Net loss before income tax (4,065) (28,204) (4,047) Income tax expense — 1 — Net loss from discontinued operations, net of tax $ (4,065) $ (28,205) $ (4,047) Depreciation, amortization and significant operating and investing items in our consolidated statements of cash flows for the discontinued operations are as follows: Year Ended December 31, 2023 2022 2021 Operating activities Depreciation and amortization $ — $ 2,323 $ 2,339 Bad debt expense 53 122 341 Impairment — 11,579 — Net loss on divestiture 172 10,246 — Investing activities Payments for acquisitions of property and equipment — (9,503) (23,941) Proceeds from divestiture 2,378 17,131 — Proceeds from an insurance claim from a prior business acquisition 1,533 — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 Level 1 Level 2 Level 3 Total Assets U.S. treasury securities $ 67 $ — $ — $ 67 Corporate bonds — 25,378 — 25,378 Preferred stock — 7,407 — 7,407 Marketable securities $ 67 $ 32,785 $ — $ 32,852 Liabilities Warrant liabilities $ 201 $ 30 $ 955 $ 1,186 Conversion option liability — — 5 5 Total liabilities $ 201 $ 30 $ 960 $ 1,191 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 |
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 option liabilities for the year ended December 31, 2023 were as follows: PIPE Investment Warrants Private Placement Warrants Convertible Notes Payable Warrants Conversion Option Liability Exercise Price $ 3.90 $ 11.50 $ 0.19 $ 2.47 Stock Price $ 0.17 $ 0.17 $ 0.17 $ 0.17 Volatility 113.0 % 119.0 % 112.5 % 97.6 % Remaining term in years 3.24 2.75 3.00 1.00 Risk-free rate 4.0 % 4.1 % 4.0 % 4.8 % Dividend yield — % — % — % — % The significant inputs to the valuation of Level 3 warrant and conversion option liabilities for the year ended December 31, 2022 were as follows: PIPE Investment Warrants Private Placement Warrants Convertible Notes Payable Warrants Conversion Option 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 — % — % — % — % |
Schedule 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 as follows: Year Ended December 31 2023 2022 Balance, beginning of period $ 26,907 $ 34,016 Change in estimated fair value (25,947) (33,713) Issuance of PIPE Investment warrants — 26,604 Balance, end of period $ 960 $ 26,907 |
Investments in Available-for-_2
Investments in Available-for-Sale Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule 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. Marketable securities classified as available-for-sale securities are summarized below: December 31, 2023 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S government and agency securities $ 458 $ — $ — $ 458 Corporate notes and bonds 26,040 8 (1,015) 25,033 Preferred stock 7,839 — (478) 7,361 Total investments $ 34,337 $ 8 $ (1,493) $ 32,852 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 $ 138,770 $ — $ (6,649) $ 132,121 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Contracts | Our derivative contracts were as follows: December 31, 2023 December 31, 2022 Asset Derivative Liability Derivative Asset Derivative Liability Derivative Soybeans $ 539 $ — $ 1,112 $ 1,925 Soybean oil — 180 533 73 Soybean meal — 588 400 2,414 Effect of daily cash settlement (539) (768) (2,045) (4,412) 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 recognized in income related to our derivatives: Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021 Gain (loss) realized Unrealized gain (loss) Total gain (loss) recognized Gain (loss) realized Unrealized gain (loss) Total gain (loss) recognized Gain (loss) realized Unrealized gain (loss) Total gain (loss) recognized Soybeans $ (1,820) $ 1,352 $ (468) $ (7,230) $ (783) $ (8,013) $ 211 $ (31) $ 180 Soybean oil 2,474 (640) 1,834 (9,781) 438 $ (9,343) 1,148 4 1,152 Soybean meal 79 1,426 1,505 (3,247) (786) $ (4,033) (680) (1,228) (1,908) Total $ 733 $ 2,138 $ 2,871 $ (20,258) $ (1,131) $ (21,389) $ 679 $ (1,255) $ (576) |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | Inventories, net consist of the following: December 31, 2023 2022 Raw materials and supplies $ 10,542 $ 37,483 Work-in-process 3,938 4,977 Finished goods 11,020 19,650 Total inventories $ 25,500 $ 62,110 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 and software 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, 2023 2022 Land $ 1,125 $ 812 Furniture and fixtures 3,613 3,535 Machinery, field, and laboratory equipment 31,962 33,143 Computer equipment and software 3,325 2,062 Vehicles 635 447 Buildings, production facilities and improvements 43,651 60,686 Industrial, crushing and milling equipment 25,268 25,268 Construction in progress 10,758 4,372 120,337 130,325 Less accumulated depreciation (41,294) (30,566) Property and equipment, net $ 79,043 $ 99,759 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs | Lease costs are included within cost of sales, selling, general and administrative expenses, and research and development on our consolidated statements of income and comprehensive loss. 2023 2022 2021 Lease cost Finance lease cost: Amortization of right-of-use assets $ 6,689 $ 6,620 $ 3,901 Interest on lease liabilities 7,130 7,101 3,916 Operating lease cost 1,592 1,047 253 Total lease cost $ 15,411 $ 14,768 $ 8,070 |
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: 2023 2022 Assets Finance lease right-of-use assets $ 59,245 $ 66,533 Operating lease right-of-use assets 2,934 1,660 Liabilities Current Finance lease liabilities $ 3,705 $ 3,318 Operating lease liabilities 1,489 364 Noncurrent Finance lease liabilities $ 73,682 $ 76,431 Operating lease liabilities 6,503 1,291 Lease term and discount rate consisted of the following as of December 31: 2023 2022 Weighted-average remaining lease term (years): Finance leases 12.7 13.4 Operating leases 5.7 7.2 Weighted-average discount rate: Finance leases 9.2 % 9.2 % Operating leases 10.8 % 9.2 % |
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: 2023 2022 2021 Other information Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases $ 1,497 $ 1,931 $ 261 Operating cash flows from finance leases 5,117 4,622 3,332 Financing cash flows from finance leases 3,376 1,583 703 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ — $ 806 $ 46,021 Operating leases 3,671 2,180 1,229 |
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 our consolidated balance sheet as of December 31, 2023. Finance Lease Operating Lease 2024 $ 10,606 $ 2,219 2025 10,922 1,936 2026 11,033 1,860 2027 11,230 1,710 2028 11,423 1,101 Thereafter 81,230 1,715 Total lease payments 136,444 10,541 Less: NPV discount 59,057 2,549 Present value of lease liabilities $ 77,387 $ 7,992 |
Schedule of Future Minimum Lease Payments | The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancellable operating leases with terms of more than one year to the total operating and finance lease liabilities recognized on our consolidated balance sheet as of December 31, 2023. Finance Lease Operating Lease 2024 $ 10,606 $ 2,219 2025 10,922 1,936 2026 11,033 1,860 2027 11,230 1,710 2028 11,423 1,101 Thereafter 81,230 1,715 Total lease payments 136,444 10,541 Less: NPV discount 59,057 2,549 Present value of lease liabilities $ 77,387 $ 7,992 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 Customer relationships 15 years 1,876 (625) 1,251 Trade names 10 years 705 (353) 352 Developed and acquired technology 13 years 4,710 (1,087) 3,623 $ 7,291 $ (2,065) $ 5,226 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 |
Schedule of Future Amortization Of Intangible Assets | As of December 31, 2023, future amortization of intangible assets is estimated as follows: Amount Year ending December 31: 2024 $ 558 2025 558 2026 558 2027 558 2028 558 Thereafter 2,437 $ 5,226 |
Schedule of Weighted Average Amortization Period | The weighted average amortization period in total and by intangible asset class as of December 31, 2023 is as follows: Customer relationships 15.0 years Trade names 10.0 years Developed technology 13.0 years Total 13.2 years |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Holdback receivables $ 2,650 $ — Prepaid expenses $ 4,395 $ 7,372 Derivative margin asset 992 2,714 Contract asset 1,677 433 Tax receivable 75 181 Deposits 846 702 Other 280 32 $ 10,915 $ 11,434 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, 2023 2022 Payroll and employee benefits $ 8,049 $ 12,306 Insurance premiums 83 4,687 Professional services 3,960 2,842 Research and development 258 924 Inventory 514 530 Interest 161 167 Contract liability 8,340 9,965 Other 2,472 2,014 $ 23,837 $ 33,435 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | December 31, 2023 2022 DDB Term Loan, due April 2025 $ 6,256 $ 7,393 DDB Equipment Loan, due July 2024 525 1,225 Convertible Notes Payable, due March 2024 59,310 110,700 Equipment financing, due March 2025 488 873 Notes payable, varying maturities through June 2026 64 81 Less: unamortized debt discount and debt issuance costs (6,192) (14,039) 60,451 106,233 Less: current maturities of long-term debt (55,201) (2,242) Long-term debt $ 5,250 $ 103,991 |
Schedule of Maturities of Long-term Debt | The contractual maturities of debt as of December 31, 2023 are as follows: Amount Year ending December 31: 2024 $ 2,076 2025 5,244 2026 13 $ 7,333 The contractual maturities table excludes our obligations under the Convertible Notes Payable as it was fully repaid on February 13, 2024 as outlined above. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | The components of loss before income taxes for the years ended December 31 consists of the following: 2023 2022 2021 Domestic operations $ (111,232) $ (99,448) $ (121,508) Foreign operations (207) (193) (461) Total loss before income taxes $ (111,439) $ (99,641) $ (121,969) |
Schedule of Provision for Income Taxes | The provision for income taxes for the years ended December 31 consists of the following: 2023 2022 2021 Current: Federal $ (29) $ — $ — State (11) 17 — Foreign 131 53 (63) Total current 91 70 (63) Deferred: Federal (77) 15 54 State (48) 5 43 Foreign (158) (31) 197 Total deferred (283) (11) 294 Income tax (benefit) expense $ (192) $ 59 $ 231 |
Schedule of Reconciliation of Income Tax Provision | Reconciliation of the Federal statutory income tax provision for our Company’s effective income tax provision for the years ended December 31: 2023 2022 2021 Tax at federal statutory rate $ (23,402) $ (20,925) $ (25,613) State taxes, net of federal effect (3,314) (4,898) (2,463) R&D credit (1,081) (2,513) (2,442) Valuation allowance 34,157 40,377 30,213 Warrant revaluation (5,650) (12,156) (3,728) Debt conversion option revaluation (1,978) (174) — Transaction costs — (1,237) 2,936 Stock based compensation 1,187 1,763 628 Other, net (111) (178) 700 Provision for income taxes $ (192) $ 59 $ 231 |
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: 2023 2022 Deferred tax assets: Net operating losses $ 87,258 $ 65,905 R&D credits 10,094 9,013 Interest limitation carryover 12,456 6,467 Intangible assets 15,319 12,213 Stock based compensation 2,939 3,866 Advance payments 2,046 2,492 Capitalized R&D expenditures 18,027 10,566 Right of use lease liabilities 20,885 20,457 Loss on discontinued operations — 9,976 Other 3,698 7,258 Gross deferred tax assets 172,722 148,213 Less valuation allowance (151,084) (118,040) Net deferred tax assets 21,638 30,173 Deferred tax liabilities: Right of use assets $ (15,210) $ (17,137) Property and equipment (6,254) (11,826) Other (174) (1,493) Gross deferred tax liabilities (21,638) (30,456) Net deferred tax liability $ — $ (283) |
Comprehensive Loss (Tables)
Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023, 2022 and 2021: Cumulative Unrealized Total 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) Other comprehensive income before reclassifications — 1,853 1,853 Amounts reclassified from AOCI — 3,573 3,573 Other comprehensive income — 5,426 5,426 Balance as of December 31, 2023 $ (385) $ (1,284) $ (1,669) |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 us incurring a net loss for the years ended December 31, 2023, 2022 and 2021 were as follows: Anti-dilutive common share equivalents: 2023 2022 2021 Warrants — — 577 Stock options 749 4,230 6,773 Restricted stock units 8,581 4,981 116 Total anti-dilutive common share equivalents 9,330 9,211 7,466 |
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: 2023 2022 2021 Numerator: Net loss from continuing operations $ (111,247) $ (99,700) $ (122,200) Denominator: Weighted average common shares outstanding, basic and diluted 187,927 179,867 121,838 Net loss from continuing operations per common share, basic and diluted $ (0.59) $ (0.55) $ (1.00) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Assumptions | The grant date fair value for our 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 Stock Option Information | 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, 2023 Balance at December 31, 2022 8,352 $ 1.87 Granted — — Exercised (126) 1.01 Canceled & Forfeited (599) 2.96 Expired (521) 2.12 Balance at December 31, 2023 (1) 7,106 $ 1.65 5.70 years $ 8 Exercisable at December 31, 2023 6,400 $ 1.61 5.56 years $ 8 (1) All 7,106 shares were vested or expected to vest at December 31, 2023. |
Schedule of RSUs Activity and Weighted Average Grant-Date Fair Value | Information regarding the RSU activity and weighted average grant-date fair value is as follows: Restricted Stock Units Market Based Performance Awards RSUs Weighted RSUs Weighted Balance as of December 31, 2022 6,498 $ 4.98 4,241 $ 4.76 Granted 6,011 1.33 2,255 0.35 Released (1,317) 3.88 — — Cancelled and forfeited (1,455) 4.12 (423) 4.94 Balance as of December 31, 2023 9,737 $ 2.79 6,073 $ 3.10 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 as of December 31, 2023 are as follows: Common stock issued and outstanding 208,395 Warrants granted and outstanding 31,942 Options granted and outstanding 7,106 RSUs granted and outstanding 15,810 Employee Stock Purchase Plan granted and outstanding 73 2021 Omnibus plan reserved shares 4,993 Employee Stock Purchase Plan reserved shares 4,693 At-the-market (ATM) reserved shares 39,931 Total 312,943 Maximum number of shares available for issuance 127,057 Shares authorized 440,000 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | In addition, the revenues were also presented for the years ended December 31, 2023, 2022 and 2021 as follows: Year Ended December 31, 2023 2022 2021 Revenues Point in time $ 464,432 $ 375,876 $ 90,672 Over time 8,904 5,357 273 Total Revenues $ 473,336 $ 381,233 $ 90,945 Proprietary 109,984 72,578 38,043 Non-Proprietary 363,352 308,655 52,902 Total Revenues $ 473,336 $ 381,233 $ 90,945 Year Ended December 31, 2023 2022 2021 Net loss from continuing operations, net of income taxes $ (111,247) $ (99,700) $ (122,200) Interest expense, net 35,064 21,444 4,481 Income tax (benefit) expense (192) 59 231 Depreciation and amortization 21,610 20,513 10,478 Stock-based compensation 1,421 19,520 7,183 Changes in fair value of warrants and conversion option (31,184) (49,063) (12,127) Impairment of goodwill 19,226 — — Gain on sale of Seymour facility (18,970) — — Impairment loss on Creston facility 18,521 — — Severance 4,019 676 — Exit costs related to divestiture of Seymour facility 4,262 — — Expenses related to business transition 4,696 — — 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 Other 5,059 4,906 4,688 Total Adjusted EBITDA $ (47,715) $ (81,645) $ (77,311) |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | Summarized quarterly financial data for 2023 and 2022 were as follows: Three Months Ended Mar. 31 Jun. 30 Sep. 30 Dec. 31 2023: Revenues $ 134,643 $ 109,038 $ 113,066 $ 116,589 Gross profit $ 9,523 $ 2,968 $ 4,139 $ 6,996 Net loss from continuing operations, net of tax $ (4,845) $ (49,115) $ (19,243) $ (38,044) Net loss per share (1) : Basic $ (0.02) $ (0.30) $ (0.09) $ (0.20) Diluted $ (0.02) $ (0.30) $ (0.09) $ (0.20) 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, net of tax $ (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) (1) Net loss per share is computed independently for each of the periods presented. The sum of the quarterly earnings per share does not equal the total earnings per share computed for the year due to rounding. Refer to Note 25 — Subsequent Events in this report for more information. |
Description of Business (Detail
Description of Business (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 13, 2024 | Nov. 30, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 29, 2022 | |
Debt Instrument [Line Items] | ||||||||||||||
Net loss from continuing operations | $ 38,044 | $ 19,243 | $ 49,115 | $ 4,845 | $ 30,763 | $ 26,415 | $ 25,098 | $ 17,424 | $ 111,247 | $ 99,700 | $ 122,200 | |||
Net cash used in operating activities | 73,131 | 93,396 | 117,750 | |||||||||||
Capital expenditures | 11,760 | 16,486 | 31,490 | |||||||||||
Cash and marketable securities | 48,680 | 48,680 | ||||||||||||
Holdback receivables | 0 | 17,912 | 0 | 17,912 | ||||||||||
Accumulated deficit | 523,786 | 408,474 | 523,786 | 408,474 | ||||||||||
Term debt and notes payable | 60,451 | $ 106,233 | 60,451 | 106,233 | ||||||||||
Corporate And Reconciling Items | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Severance | 4,019 | $ 676 | $ 0 | |||||||||||
Stock Sale | J&J | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Cash consideration | $ 3,000 | |||||||||||||
Purchase price | $ 18,000 | |||||||||||||
Term debt and notes payable | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Term debt and notes payable | $ 60,451 | $ 60,451 | ||||||||||||
Convertible Loan and Security Agreement | Convertible Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of convertible note payable | $ 58,391 | |||||||||||||
Convertible Loan and Security Agreement | Convertible Loan | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of convertible note payable | $ 59,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | $ 16,081 | $ 25,409 |
Restricted cash | 0 | 17,912 |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | 16,081 | 43,321 |
Stock Sale | J&J | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | $ 253 | $ 356 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Amounts reserved for doubtful accounts | $ 672 | $ 743 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and equipment estimated useful lives (Details) | Dec. 31, 2023 |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Minimum | Machinery, field and laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Minimum | Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Minimum | Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Minimum | Buildings and production facilities | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Minimum | Building and production facility improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Minimum | Industrial, crushing and milling equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Maximum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Maximum | Machinery, field and laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Maximum | Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Maximum | Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Maximum | Buildings and production facilities | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 25 years |
Maximum | Building and production facility improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Maximum | Industrial, crushing and milling equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Spare Parts (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Spare parts | $ 3,326 | $ 2,348 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of goodwill | $ 19,226,000 | $ 19,226,000 | $ 0 | $ 0 |
Trade names and permits | ||||
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 | 13 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 - Impairment of Long-lived Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Stock Sale | BHI | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Impairment loss on Creston facility | $ 18,521 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Deferred financing costs | $ 1,732 | $ 1,973 | |
Accretion and amortization related to financing activities | $ 2,738 | $ 204 | $ 206 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Warrant Liabilities (Details) | Dec. 18, 2023 $ / shares shares |
Accounting Policies [Abstract] | |
Shares of common stock per warrant (in shares) | shares | 1 |
Warrant exercise price (in usd per share) | $ / shares | $ 11.50 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Patent Sales and Research and Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Revenue from patent sales | $ 8,000 | ||
Grants received | $ 197 | $ 295 | $ 479 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Significant Concentrations and Credit Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||||||||||
Revenues | $ 116,589 | $ 113,066 | $ 109,038 | $ 134,643 | $ 99,180 | $ 122,296 | $ 93,631 | $ 66,126 | $ 473,336 | $ 381,233 | $ 90,945 |
Customer concentration | Revenue | One Customer | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues | $ 45,053 | $ 27,493 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2021 | Sep. 17, 2021 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
ZFS Creston | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 103,099 | ||||
Working capital adjustments | $ 1,034 | ||||
Revenue | $ 169,978 | ||||
Pro forma revenue | $ 220,610 | ||||
Pro forma net gain (loss) | (140,991) | ||||
Acquisition-related costs | 2,078 | ||||
ZFS Creston | Pro forma adjustments | |||||
Business Acquisition [Line Items] | |||||
Pro forma adjustments | $ 2,078 | ||||
Rose Acre Farms | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 14,567 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - J&J - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 29, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Insurance claim reimbursement | $ 1,533,000 | ||||
Stock Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash consideration | $ 3,000,000 | ||||
Purchase price | $ 18,000,000 | ||||
Impairment | $ 172,000 | $ 10,246,000 | $ 0 | ||
Impairment | 0 | 11,579,000 | 0 | ||
Fair value of the debt | 0 | 3,305,000 | |||
Capitalized interest costs | $ 0 | $ 1,236,000 | $ 1,320,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Carrying Amounts of Assets and Liabilities of Discontinued Operations (Details) - Stock Sale - J&J - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 253 | $ 356 |
Accounts receivable, net | 0 | 9,808 |
Inventories, net | 0 | 11,633 |
Prepaid expenses and other current assets | 348 | 1,710 |
Total assets of businesses held for sale | 601 | 23,507 |
Current liabilities: | ||
Accounts payable | 6 | 9,743 |
Current lease liability | 0 | 1,890 |
Current maturities of long-term debt | 0 | 3,194 |
Accrued expenses and other liabilities | 553 | 1,614 |
Total liabilities of businesses held for sale | $ 559 | $ 16,441 |
Discontinued Operations - Opera
Discontinued Operations - Operating Results Of The Discontinued Operations (Details) - J&J - Stock Sale - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenues | $ 32,237 | $ 61,521 | $ 56,267 |
Cost of sales | 34,105 | 58,744 | 51,311 |
Gross profit | (1,868) | 2,777 | 4,956 |
Operating expenses: | |||
Research and development | 0 | 22 | 4 |
Selling, general and administrative expenses | 3,031 | 9,168 | 9,605 |
Impairment | 0 | 11,579 | 0 |
Total operating expenses | 3,031 | 20,769 | 9,609 |
Loss from discontinued operations | (4,899) | (17,992) | (4,653) |
Interest expense | 14 | 33 | 9 |
Other expense (income), net | (848) | 10,179 | (615) |
Net loss before income tax | (4,065) | (28,204) | (4,047) |
Income tax expense | 0 | 1 | 0 |
Net loss from discontinued operations, net of tax | $ (4,065) | $ (28,205) | $ (4,047) |
Discontinued Operations - Conso
Discontinued Operations - Consolidated Statement of Cash Flows for the Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investing activities | |||
Proceeds from divestiture | $ 2,378 | $ 17,131 | $ 0 |
Stock Sale | J&J | |||
Operating activities | |||
Depreciation and amortization | 0 | 2,323 | 2,339 |
Bad debt expense | 53 | 122 | 341 |
Impairment | 0 | 11,579 | 0 |
Net loss on divestiture | (172) | (10,246) | 0 |
Investing activities | |||
Payments for acquisitions of property and equipment | 0 | (9,503) | (23,941) |
Proceeds from divestiture | 2,378 | 17,131 | 0 |
Proceeds from an insurance claim from a prior business acquisition | $ 1,533 | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash and cash equivalents | $ 15,828 | $ 25,053 |
Holdback receivables | $ 0 | 17,912 |
Convertible Loan and Security Agreement | Redemption one | Convertible Loan | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Conversion stock price (in usd per share) | $ 0.19 | |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of long-term debt | $ 64,336 | $ 103,814 |
Level 2 | Public Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Public warrant liabilities transferred from level 1 to level 2 | $ 30 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities | ||
Conversion option liability | $ 5 | $ 8,091 |
Corporate bonds | ||
Assets | ||
Debt securities | 25,033 | 116,616 |
Preferred stock | ||
Assets | ||
Preferred stock | 7,361 | 14,446 |
Recurring | ||
Assets | ||
Marketable securities | 32,852 | 132,121 |
Liabilities | ||
Total liabilities | 1,191 | 32,376 |
Recurring | U.S. treasury securities | ||
Assets | ||
Debt securities | 67 | 1,059 |
Recurring | Corporate bonds | ||
Assets | ||
Debt securities | 25,378 | 116,616 |
Recurring | Preferred stock | ||
Assets | ||
Preferred stock | 7,407 | 14,446 |
Recurring | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 1,186 | 24,285 |
Recurring | Conversion option liability | ||
Liabilities | ||
Conversion option liability | 5 | 8,091 |
Recurring | Level 1 | ||
Assets | ||
Marketable securities | 67 | 1,059 |
Liabilities | ||
Total liabilities | 201 | 5,469 |
Recurring | Level 1 | U.S. treasury securities | ||
Assets | ||
Debt securities | 67 | 1,059 |
Recurring | Level 1 | Corporate bonds | ||
Assets | ||
Debt securities | 0 | 0 |
Recurring | Level 1 | Preferred stock | ||
Assets | ||
Preferred stock | 0 | 0 |
Recurring | Level 1 | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 201 | 5,469 |
Recurring | Level 1 | Conversion option liability | ||
Liabilities | ||
Conversion option liability | 0 | 0 |
Recurring | Level 2 | ||
Assets | ||
Marketable securities | 32,785 | 131,062 |
Liabilities | ||
Total liabilities | 30 | 0 |
Recurring | Level 2 | U.S. treasury securities | ||
Assets | ||
Debt securities | 0 | 0 |
Recurring | Level 2 | Corporate bonds | ||
Assets | ||
Debt securities | 25,378 | 116,616 |
Recurring | Level 2 | Preferred stock | ||
Assets | ||
Preferred stock | 7,407 | 14,446 |
Recurring | Level 2 | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 30 | 0 |
Recurring | Level 2 | Conversion option liability | ||
Liabilities | ||
Conversion option liability | 0 | 0 |
Recurring | Level 3 | ||
Assets | ||
Marketable securities | 0 | 0 |
Liabilities | ||
Total liabilities | 960 | 26,907 |
Recurring | Level 3 | U.S. treasury securities | ||
Assets | ||
Debt securities | 0 | 0 |
Recurring | Level 3 | Corporate bonds | ||
Assets | ||
Debt securities | 0 | 0 |
Recurring | Level 3 | Preferred stock | ||
Assets | ||
Preferred stock | 0 | 0 |
Recurring | Level 3 | Warrant liabilities | ||
Liabilities | ||
Warrant liabilities | 955 | 18,816 |
Recurring | Level 3 | Conversion option liability | ||
Liabilities | ||
Conversion option liability | $ 5 | $ 8,091 |
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, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Exercise Price | Convertible Notes Payable Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.19 | 2.47 |
Exercise Price | Conversion Option Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion liability measurement input | 2.47 | 2.47 |
Exercise Price | PIPE Investment Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 3.90 | 3.90 |
Exercise Price | Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 11.50 | 11.50 |
Stock Price | Convertible Notes Payable Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.17 | 2.55 |
Stock Price | Conversion Option Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion liability measurement input | 0.17 | 2.55 |
Stock Price | PIPE Investment Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.17 | 2.55 |
Stock Price | Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.17 | 2.55 |
Volatility | Convertible Notes Payable Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.125 | 0.890 |
Volatility | Conversion Option Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion liability measurement input | 0.976 | 0.647 |
Volatility | PIPE Investment Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.130 | 0.904 |
Volatility | Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.190 | 0.840 |
Remaining term in years | Convertible Notes Payable Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 3 years | 4 years |
Remaining term in years | Conversion Option Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion liability term | 1 year | 2 years |
Remaining term in years | PIPE Investment Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 3 years 2 months 26 days | 4 years 2 months 26 days |
Remaining term in years | Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants term | 2 years 9 months | 3 years 9 months |
Risk-free rate | Convertible Notes Payable Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.040 | 0.041 |
Risk-free rate | Conversion Option Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion liability measurement input | 0.048 | 0.044 |
Risk-free rate | PIPE Investment Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.040 | 0.040 |
Risk-free rate | Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.041 | 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 Option 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 | 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Warrant and Conversion Option Liabilities (Details) - Warrant Liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 26,907 | $ 34,016 |
Change in estimated fair value | (25,947) | (33,713) |
Issuance of PIPE Investment warrants | 0 | 26,604 |
Balance, end of period | $ 960 | $ 26,907 |
Investments in Available-for-_3
Investments in Available-for-Sale Securities - Schedule of Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Equity Securities, FV-NI [Abstract] | ||
Cost Basis | $ 34,337 | $ 138,770 |
Gross Unrealized Gains | 8 | 0 |
Gross Unrealized Losses | (1,493) | (6,649) |
Fair Value | 32,852 | 132,121 |
U.S government and agency securities | ||
Debt securities | ||
Cost Basis | 458 | 1,059 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 458 | 1,059 |
Corporate notes and bonds | ||
Debt securities | ||
Cost Basis | 26,040 | 122,257 |
Gross Unrealized Gains | 8 | 0 |
Gross Unrealized Losses | (1,015) | (5,641) |
Fair Value | 25,033 | 116,616 |
Preferred stock | ||
Equity Securities, FV-NI [Abstract] | ||
Cost Basis | 7,839 | 15,454 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (478) | (1,008) |
Fair Value | $ 7,361 | $ 14,446 |
Investments in Available-for-_4
Investments in Available-for-Sale Securities - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Fair value of investments with unrealized losses, less than a year | $ 6,887 | $ 66,296 |
Fair value of investments with unrealized losses, more than a year | 21,543 | $ 64,723 |
Marketable securities with maturity one year | 12,849 | |
Marketable securities maturity one to five years | $ 20,003 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) lb in Thousands, bu in Thousands, T in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) bu | Dec. 31, 2023 USD ($) lb | Dec. 31, 2023 USD ($) T | Dec. 31, 2022 USD ($) | |
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 | $ 992 | $ 992 | $ 992 | $ 992 | $ 2,714 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenues | ||||
Soybean contract | |||||
Price Risk Derivatives [Line Items] | |||||
Financial futures | bu | 2,280 | ||||
Aggregate notional volume | 100 | 26 |
Derivatives - Derivative Contra
Derivatives - Derivative Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Asset Derivative | ||
Effect of daily cash settlement | $ (539) | $ (2,045) |
Net derivatives as classified in the balance sheet | 0 | 0 |
Liability Derivative | ||
Effect of daily cash settlement | (768) | (4,412) |
Net derivatives as classified in the balance sheet | 0 | 0 |
Soybeans | ||
Asset Derivative | ||
Soybeans | 539 | 1,112 |
Liability Derivative | ||
Soybeans | 0 | 1,925 |
Soybean oil | ||
Asset Derivative | ||
Soybeans | 0 | 533 |
Liability Derivative | ||
Soybeans | 180 | 73 |
Soybean meal | ||
Asset Derivative | ||
Soybeans | 0 | 400 |
Liability Derivative | ||
Soybeans | $ 588 | $ 2,414 |
Derivatives - Pre-tax Gains and
Derivatives - Pre-tax Gains and Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | |||
Gain (loss) realized | $ 733 | $ (20,258) | $ 679 |
Unrealized gain (loss) | 2,138 | (1,131) | (1,255) |
Total gain (loss) recognized | 2,871 | (21,389) | (576) |
Soybeans | |||
Derivative [Line Items] | |||
Gain (loss) realized | (1,820) | (7,230) | 211 |
Unrealized gain (loss) | 1,352 | (783) | (31) |
Total gain (loss) recognized | (468) | (8,013) | 180 |
Soybean oil | |||
Derivative [Line Items] | |||
Gain (loss) realized | 2,474 | (9,781) | 1,148 |
Unrealized gain (loss) | (640) | 438 | 4 |
Total gain (loss) recognized | 1,834 | (9,343) | 1,152 |
Soybean meal | |||
Derivative [Line Items] | |||
Gain (loss) realized | 79 | (3,247) | (680) |
Unrealized gain (loss) | 1,426 | (786) | (1,228) |
Total gain (loss) recognized | $ 1,505 | $ (4,033) | $ (1,908) |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 10,542 | $ 37,483 |
Work-in-process | 3,938 | 4,977 |
Finished goods | 11,020 | 19,650 |
Total inventories | $ 25,500 | $ 62,110 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 120,337 | $ 120,337 | $ 130,325 | ||
Less accumulated depreciation | (41,294) | (41,294) | (30,566) | ||
Property and equipment, net | $ 79,043 | 79,043 | 99,759 | ||
Gain on sale of Seymour facility | 18,970 | 0 | $ 0 | ||
Depreciation expense | 13,892 | 14,788 | $ 6,035 | ||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain on sale of Seymour facility | ||||
Stock Sale | Seymour, Indiana soybean crush facility | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | $ 6,221 | ||||
Stock Sale | BHI | |||||
Property, Plant and Equipment [Line Items] | |||||
Non-cash impairment charge | $ 13,793 | ||||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 1,125 | 1,125 | 812 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,613 | 3,613 | 3,535 | ||
Machinery, field and laboratory equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 31,962 | 31,962 | 33,143 | ||
Computer equipment and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,325 | 3,325 | 2,062 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 635 | 635 | 447 | ||
Buildings, production facilities and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 43,651 | 43,651 | 60,686 | ||
Industrial, crushing and milling equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 25,268 | 25,268 | 25,268 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 10,758 | $ 10,758 | $ 4,372 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |
Impairment charge | $ 2,847 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance lease cost: | |||
Amortization of right-of-use assets | $ 6,689 | $ 6,620 | $ 3,901 |
Interest on lease liabilities | 7,130 | 7,101 | 3,916 |
Operating lease cost | 1,592 | 1,047 | 253 |
Total lease cost | $ 15,411 | $ 14,768 | $ 8,070 |
Leases - Components of Operatin
Leases - Components of Operating and Finance Lease Right of use Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Finance lease right-of-use assets | $ 59,245 | $ 66,533 |
Operating lease right-of-use assets | 2,934 | 1,660 |
Finance lease liabilities, current portion | 3,705 | 3,318 |
Current Operating lease liabilities | 1,489 | 364 |
Operating lease liabilities, less current portion | 73,682 | 76,431 |
Noncurrent Operating lease liabilities | $ 6,503 | $ 1,291 |
Weighted-average remaining lease term (years): | ||
Finance leases | 12 years 8 months 12 days | 13 years 4 months 24 days |
Operating leases | 5 years 8 months 12 days | 7 years 2 months 12 days |
Weighted-average discount rate: | ||
Finance leases | 9.20% | 9.20% |
Operating leases | 10.80% | 9.20% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in measurement of liabilities: | |||
Operating cash flows from operating leases | $ 1,497 | $ 1,931 | $ 261 |
Operating cash flows from finance leases | 5,117 | 4,622 | 3,332 |
Financing cash flows from finance leases | 3,376 | 1,583 | 703 |
Right-of-use assets obtained in exchange for new lease liabilities: | |||
Finance leases | 0 | 806 | 46,021 |
Operating leases | $ 3,671 | $ 2,180 | $ 1,229 |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Financing Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finance Lease | |
2024 | $ 10,606 |
2025 | 10,922 |
2026 | 11,033 |
2027 | 11,230 |
2028 | 11,423 |
Thereafter | 81,230 |
Total lease payments | 136,444 |
Less: NPV discount | 59,057 |
Present value of lease liabilities | 77,387 |
Operating Lease | |
2024 | 2,219 |
2025 | 1,936 |
2026 | 1,860 |
2027 | 1,710 |
2028 | 1,101 |
Thereafter | 1,715 |
Total lease payments | 10,541 |
Less: NPV discount | 2,549 |
Present value of lease liabilities | $ 7,992 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 19,226 | |
Gross Amount | $ 7,291 | 29,127 |
Accumulated Amortization | (2,065) | (1,750) |
Finite-lived intangible assets, Net | 5,226 | |
Net | $ 5,226 | $ 27,377 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 15 years | 15 years |
Finite-lived intangible assets, Gross Amount | $ 1,876 | $ 3,876 |
Accumulated Amortization | (625) | (661) |
Finite-lived intangible assets, Net | $ 1,251 | $ 3,215 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | 10 years |
Finite-lived intangible assets, Gross Amount | $ 705 | $ 715 |
Accumulated Amortization | (353) | (292) |
Finite-lived intangible assets, Net | $ 352 | $ 423 |
Developed and acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 13 years | 13 years |
Finite-lived intangible assets, Gross Amount | $ 4,710 | $ 4,710 |
Accumulated Amortization | (1,087) | (724) |
Finite-lived intangible assets, Net | $ 3,623 | $ 3,986 |
Permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | |
Intangible assets, Gross Amount | $ 600 | |
Accumulated Amortization | (73) | |
Indefinite-lived intangible assets | $ 527 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Impairment of goodwill | $ 19,226,000 | $ 19,226,000 | $ 0 | $ 0 | |
Amortization expense | $ 745,000 | $ 782,000 | $ 566,000 | ||
Stock Sale | BHI | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Impairment of intangible assets | $ 1,881,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization Of Intangible Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 558 |
2025 | 558 |
2026 | 558 |
2027 | 558 |
2028 | 558 |
Thereafter | 2,437 |
Finite-lived intangible assets, Net | $ 5,226 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Weighted Average Amortization Period In Total And By Intangible Asset Class (Details) | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | |
Total | 13 years 2 months 12 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 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Holdback receivables | $ 2,650 | $ 0 |
Prepaid expenses | 4,395 | 7,372 |
Derivative margin asset | 992 | 2,714 |
Contract asset | 1,677 | 433 |
Tax receivable | 75 | 181 |
Deposits | 846 | 702 |
Other | 280 | 32 |
Prepaid expenses and other current assets | $ 10,915 | $ 11,434 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Payroll and employee benefits | $ 8,049 | $ 12,306 |
Insurance premiums | 83 | 4,687 |
Professional services | 3,960 | 2,842 |
Research and development | 258 | 924 |
Inventory | 514 | 530 |
Interest | 161 | 167 |
Contract liability | 8,340 | 9,965 |
Other | 2,472 | 2,014 |
Total | $ 23,837 | $ 33,435 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: unamortized debt discount and debt issuance costs | $ (6,192) | $ (14,039) |
Long-term debt | 60,451 | 106,233 |
Current maturities of long-term debt | (55,201) | (2,242) |
Long-term debt, less current portion | 5,250 | 103,991 |
Long-Term Debt | ||
Debt Instrument [Line Items] | ||
Current maturities of long-term debt | (55,201) | (2,242) |
DDB Term Loan, due April 2025 | Credit Agreement | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 6,256 | 7,393 |
DDB Equipment Loan, due July 2024 | Credit Agreement | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 525 | 1,225 |
Convertible Notes Payable, due March 2024 | Convertible Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 59,310 | 110,700 |
Equipment financing, due March 2025 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 488 | 873 |
Notes payable, varying maturities through June 2026 | Notes Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 64 | $ 81 |
Debt - Narratives (Details)
Debt - Narratives (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||
Feb. 13, 2024 USD ($) | Sep. 30, 2023 USD ($) | Oct. 31, 2022 | Nov. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) | Mar. 31, 2023 | Nov. 30, 2022 | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) day $ / shares | Apr. 30, 2019 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Borrowing under revolving line of credit | $ 0 | $ 19,774,000 | $ 20,954,000 | |||||||||||
Stock Sale | BHI | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Cash consideration | $ 52,500,000 | |||||||||||||
Estimated working capital adjustment | 19,500,000 | |||||||||||||
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 Equipment Loan, due July 2024 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 3,500,000 | |||||||||||||
Debt term | 5 years | |||||||||||||
Equal quarterly installments | $ 175,000 | |||||||||||||
Secured Debt | Credit Agreement | DDB Term Loan and DDB Equipment Loan | Prime rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable rate | 0.75% | |||||||||||||
Revolver | Credit Agreement | Floating rate revolving credit facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Available maximum borrowing | $ 6,000,000 | |||||||||||||
Revolver | Credit Agreement | Floating rate revolving credit facility | Prime rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable rate | 0.25% | |||||||||||||
Convertible Loan | Convertible Loan and Security Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Available maximum borrowing | $ 100,000,000 | |||||||||||||
Remaining balance | $ 12,700,000 | |||||||||||||
Available borrowing | $ 80,000,000 | 80,000,000 | ||||||||||||
Borrowing under revolving line of credit | $ 80,000,000 | |||||||||||||
Milestone achievement extension | 36 months | |||||||||||||
Minimum liquidity, equal to or greater than | 6 months | 4 months | 4 months | |||||||||||
Increase in designated interest rate | 0.25% | |||||||||||||
Final balloon payment | 2% | |||||||||||||
Prepayment fee | 1% | |||||||||||||
Final payment | 12.70% | 17.70% | ||||||||||||
Payment period | 1 day | |||||||||||||
Prepayment net closing proceeds percent | 100% | |||||||||||||
Unrestricted cash | $ 20,000,000 | |||||||||||||
Modification charge within interest expense | $ 4,272,000 | |||||||||||||
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% | |||||||||||||
Repayments of convertible note payable | $ 58,391,000 | |||||||||||||
Conversion option | $ 8,783,000 | $ 8,783,000 | ||||||||||||
Convertible Loan | Convertible Loan and Security Agreement | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of convertible note payable | $ 59,000,000 | |||||||||||||
Convertible Loan | Convertible Loan and Security Agreement | Redemption two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated rate | 5.75% | 5.75% | ||||||||||||
Interest only payment term | 12 months | |||||||||||||
Gross proceeds | $ 20,000,000 | |||||||||||||
Common stock trading day | day | 14 | |||||||||||||
Convertible Loan | Convertible Loan and Security Agreement | Redemption three | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest only payment term | 24 months | |||||||||||||
Convertible Loan | Convertible Loan and Security Agreement | Redemption one | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Conversion stock price (in usd per share) | $ / shares | $ 2.47 | |||||||||||||
Convertible Loan | Convertible Loan and Security Agreement | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Prepayment fee | 1% | |||||||||||||
Minimum liquidity covenant requirement | 4 months | |||||||||||||
Conversion term | 6 months | |||||||||||||
Convertible Loan | Convertible Loan and Security Agreement | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Prepayment fee | 6% | |||||||||||||
Minimum liquidity covenant requirement | 6 months | |||||||||||||
Conversion term | 42 months | |||||||||||||
Convertible Loan | Convertible Loan and Security Agreement | Prime rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Variable rate | 7.75% | 3.25% | ||||||||||||
Convertible Loan | Convertible Loan and Security Agreement, second tranche | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Available maximum borrowing | $ 20,000,000 | |||||||||||||
Available borrowing | $ 20,000,000 | $ 20,000,000 | ||||||||||||
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 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 2,076 |
2025 | 5,244 |
2026 | 13 |
Current and long-term debt | $ 7,333 |
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 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 18, 2023 $ / shares shares | Oct. 31, 2023 $ / shares | |
Class of Stock [Line Items] | |||||||||||
Exchange ratio | 1.0754 | ||||||||||
Warrants (in shares) | 31,942,000 | ||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 11.50 | ||||||||||
Shares issued (in shares) | 350,000 | ||||||||||
Borrowing under revolving line of credit | $ | $ 0 | $ 19,774,000 | $ 20,954,000 | ||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Shares of common stock per warrant (in shares) | 1 | ||||||||||
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 | $ 0.19 | ||||||||
Aggregate number of shares numerator | $ | $ 3,000 | $ 3,000 | |||||||||
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 (in usd per share) | $ / shares | $ 3.25 | ||||||||||
Aggregate purchase price | $ | $ 85,000,000 | ||||||||||
Maximum share increase percent | 19.99% | ||||||||||
Shares of common stock per warrant (in shares) | 0.3333333 | ||||||||||
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 | ||||||||||
Warrant redemption, price per common stock (in usd per share) | $ / shares | $ 0.10 | ||||||||||
Trading period after business combination used to measure dilution of warrant | day | 20 | ||||||||||
Number of trading days for determining the share price | day | 30 | ||||||||||
PIPE Investment Warrants | New Benson Hill Common Stock | PIPE Investment | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued per unit (in shares) | 1 | ||||||||||
Public Warrants and Private Placement Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Trading period after business combination used to measure dilution of warrant | day | 10 | ||||||||||
Public Warrants and Private Placement Warrants | Redemption, stock equals or exceeds $18.00 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant redemption, price per common stock (in usd per share) | $ / shares | $ 18 | ||||||||||
Trading period after business combination used to measure dilution of warrant | day | 20 | ||||||||||
Number of trading days for determining the share price | day | 30 | ||||||||||
Number of days of notice to be given for the redemption of warrants | 30 days | ||||||||||
Warrant redemption period | 30 days | ||||||||||
Number of days prior to the date of notifying the warrant holders for determining the total trading period | 3 days | ||||||||||
Public Warrants and Private Placement Warrants | Redemption, stock equals or exceeds $10.00 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant redemption, price per common stock (in usd per share) | $ / shares | $ 10 | ||||||||||
Trading period after business combination used to measure dilution of warrant | day | 20 | ||||||||||
Number of trading days for determining the share price | day | 30 | ||||||||||
Number of days 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 | 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 | ||||||||||
Convertible Loan and Security Agreement | Convertible Loan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Borrowing under revolving line of credit | $ | 80,000,000 | ||||||||||
Available borrowing | $ | $ 80,000,000 | 80,000,000 | |||||||||
Shares outstanding conversion maximum | 2.50% | ||||||||||
Convertible Loan and Security Agreement, second tranche | Convertible Loan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Available borrowing | $ | $ 20,000,000 | $ 20,000,000 |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic operations | $ (111,232) | $ (99,448) | $ (121,508) |
Foreign operations | (207) | (193) | (461) |
Net loss from continuing operations before income tax | $ (111,439) | $ (99,641) | $ (121,969) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ (29) | $ 0 | $ 0 |
State | (11) | 17 | 0 |
Foreign | 131 | 53 | (63) |
Total current | 91 | 70 | (63) |
Deferred: | |||
Federal | (77) | 15 | 54 |
State | (48) | 5 | 43 |
Foreign | (158) | (31) | 197 |
Total deferred | (283) | (11) | 294 |
Income tax (benefit) expense | $ (192) | $ 59 | $ 231 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | $ (23,402) | $ (20,925) | $ (25,613) |
State taxes, net of federal effect | (3,314) | (4,898) | (2,463) |
R&D credit | (1,081) | (2,513) | (2,442) |
Valuation allowance | 34,157 | 40,377 | 30,213 |
Warrant revaluation | (5,650) | (12,156) | (3,728) |
Debt conversion option revaluation | (1,978) | (174) | 0 |
Transaction costs | 0 | (1,237) | 2,936 |
Stock based compensation | 1,187 | 1,763 | 628 |
Other, net | (111) | (178) | 700 |
Income tax (benefit) expense | $ (192) | $ 59 | $ 231 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating losses | $ 87,258 | $ 65,905 |
R&D credits | 10,094 | 9,013 |
Interest limitation carryover | 12,456 | 6,467 |
Intangible assets | 15,319 | 12,213 |
Stock based compensation | 2,939 | 3,866 |
Advance payments | 2,046 | 2,492 |
Capitalized R&D expenditures | 18,027 | 10,566 |
Right of use lease liabilities | 20,885 | 20,457 |
Loss on discontinued operations | 0 | 9,976 |
Other | 3,698 | 7,258 |
Gross deferred tax assets | 172,722 | 148,213 |
Less valuation allowance | (151,084) | (118,040) |
Net deferred tax assets | 21,638 | 30,173 |
Deferred tax liabilities: | ||
Right of use assets | (15,210) | (17,137) |
Property and equipment | (6,254) | (11,826) |
Other | (174) | (1,493) |
Gross deferred tax liabilities | (21,638) | (30,456) |
Net deferred tax liability | $ 0 | $ (283) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Loss on discontinued operations | $ 0 | $ 9,976 | |
Net operating losses | 87,258 | 65,905 | |
R&D credits | 10,094 | 9,013 | |
Net operating losses limited under Section 382 | $ 3,200 | ||
Increase (decrease) in valuation allowance | 151,084 | 118,040 | |
Change in the valuation allowance | 33,044 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating losses | 357,877 | 276,638 | |
Federal net operating losses with expiration | 24,429 | ||
Federal net operating losses with no expiration | 333,448 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating losses | 238,045 | 156,501 | |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating losses | $ 352 | $ 408 |
Comprehensive Loss (Details)
Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 193,902 | $ 251,447 | $ 132,682 |
Other comprehensive (loss) income before reclassifications | 1,853 | (3,687) | (1,809) |
Amounts reclassified from AOCI | 3,573 | (2,305) | 1,031 |
Total other comprehensive income (loss) | 5,426 | (5,992) | (778) |
Ending balance | 86,043 | 193,902 | 251,447 |
Cumulative Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (385) | (376) | (380) |
Other comprehensive (loss) income before reclassifications | 0 | (9) | 4 |
Amounts reclassified from AOCI | 0 | 0 | 0 |
Total other comprehensive income (loss) | 0 | (9) | 4 |
Ending balance | (385) | (385) | (376) |
Unrealized Gains/(Losses) on Marketable Securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (6,710) | (727) | 55 |
Other comprehensive (loss) income before reclassifications | 1,853 | (3,678) | (1,813) |
Amounts reclassified from AOCI | 3,573 | (2,305) | 1,031 |
Total other comprehensive income (loss) | 5,426 | (5,983) | (782) |
Ending balance | (1,284) | (6,710) | (727) |
Total | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (7,095) | (1,103) | (325) |
Ending balance | $ (1,669) | $ (7,095) | $ (1,103) |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from the calculation of diluted shares (in shares) | 9,330 | 9,211 | 7,466 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from the calculation of diluted shares (in shares) | 0 | 0 | 577 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from the calculation of diluted shares (in shares) | 749 | 4,230 | 6,773 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from the calculation of diluted shares (in shares) | 8,581 | 4,981 | 116 |
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, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||||||||||
Net loss from continuing operations, net of tax | $ (38,044) | $ (19,243) | $ (49,115) | $ (4,845) | $ (30,763) | $ (26,415) | $ (25,098) | $ (17,424) | $ (111,247) | $ (99,700) | $ (122,200) |
Denominator: | |||||||||||
Weighted average common shares outstanding, basic (in shares) | 187,927 | 179,867 | 121,838 | ||||||||
Weighted average common shares outstanding, diluted (in shares) | 187,927 | 179,867 | 121,838 | ||||||||
Net loss from continuing operations per common share, basic (in usd per share) | $ (0.59) | $ (0.55) | $ (1) | ||||||||
Net loss from continuing operations per common share, diluted (in usd per share) | $ (0.59) | $ (0.55) | $ (1) |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 12, 2012 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Decrease to stock-based compensation expense | $ | $ 6,200 | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common Stock reserved for issuance (in shares) | 7,106 | |||
Compensation expense | $ | $ 1,421 | $ 19,520 | $ 7,183 | |
Unrecognized compensation cost | $ | $ 12,965 | |||
Remaining weighted average cost recognition period | 1 year 6 months | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common Stock reserved for issuance (in shares) | 15,810 | |||
Share conversion ratio | 1 | |||
2012 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common Stock reserved for issuance (in shares) | 10,317 | |||
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) | 24,357 |
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 - Sc_2
Stock-Based Compensation - Schedule of Stock Option Information (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Shares | |
Beginning balance (in share) | shares | 8,352 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (126) |
Cancelled and forfeited (in shares) | shares | (599) |
Expired (in shares) | shares | (521) |
Ending balance (in shares) | shares | 7,106 |
Weighted Average Exercise Price | |
Beginning balance (in usd per share) | $ / shares | $ 1.87 |
Granted (in usd per share) | $ / shares | 0 |
Exercised (in usd per share) | $ / shares | 1.01 |
Cancelled and forfeited (in usd per share) | $ / shares | 2.96 |
Expired (in usd per share) | $ / shares | 2.12 |
Ending balance (in usd per share) | $ / shares | $ 1.65 |
Stock Options Additional Disclosures | |
Weighted average remaining contractual term (in years) | 5 years 8 months 12 days |
Aggregate intrinsic value | $ | $ 8 |
Exercisable (in shares) | shares | 6,400 |
Exercisable, weighted average exercise price (in usd per share) | $ / shares | $ 1.61 |
Exercisable, weighted average remaining contractual term (in years) | 5 years 6 months 21 days |
Exercisable, intrinsic value | $ | $ 8 |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs activity and weighted average grant-date fair value (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted stock units | ||
RSUs | ||
Beginning balance (in shares) | 9,737 | 6,498 |
Granted (in shares) | 6,011 | |
Released (in shares) | (1,317) | |
Cancelled and forfeited (in share) | (1,455) | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in usd per shares) | $ 4.98 | |
Granted (in usd per share) | 1.33 | |
Released (in usd per share) | 3.88 | |
Cancelled and forfeited (in usd per share) | 4.12 | |
Ending balance (in usd per shares) | $ 2.79 | |
Market Based Performance Awards | ||
RSUs | ||
Beginning balance (in shares) | 6,073 | 4,241 |
Granted (in shares) | 2,255 | |
Released (in shares) | 0 | |
Cancelled and forfeited (in share) | (423) | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in usd per shares) | $ 4.76 | |
Granted (in usd per share) | 0.35 | |
Released (in usd per share) | 0 | |
Cancelled and forfeited (in usd per share) | 4.94 | |
Ending balance (in usd per shares) | $ 3.10 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Mar. 31, 2022 $ / shares | |
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 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 | ||
Common stock, shares, issued (in shares) | 206,668,000 | 208,395,000 | |
Common stock, shares outstanding (in shares) | 206,668,000 | 208,395,000 | |
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, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Common stock issued | 208,395,000 | 206,668,000 |
Common stock outstanding | 208,395,000 | 206,668,000 |
Warrants (in shares) | 31,942,000 | |
Total reserved shares | 312,943,000 | |
Maximum number of shares available for issuance | 127,057,000 | |
Shares authorized | 440,000,000 | 440,000,000 |
At-the-market (ATM) reserved shares | ||
Class of Stock [Line Items] | ||
Total reserved shares | 39,931,000 | |
Employee Stock Purchase Plan (ESPP) | ||
Class of Stock [Line Items] | ||
Granted and outstanding | 73,000 | |
Total reserved shares | 4,693,000 | |
2021 Omnibus plan reserved shares | ||
Class of Stock [Line Items] | ||
Total reserved shares | 4,993,000 | |
Options granted and outstanding | ||
Class of Stock [Line Items] | ||
Granted and outstanding | 7,106,000 | |
RSUs granted and outstanding | ||
Class of Stock [Line Items] | ||
Granted and outstanding | 15,810,000 |
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, 2023 USD ($) plan | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Number of qualified plans | plan | 1 | |||
Contributions | $ 1,165 | $ 1,636 | $ 1,193 | |
Compensation expense | $ 124 | |||
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 | 4% |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) bu | |
Commitments and Contingencies Disclosure [Abstract] | |
Inventory purchases | $ 31,483 |
Purchase obligation due within one year | $ 29,420 |
Purchase commitment (bushels) | bu | 785,000 |
Segment Information - Narrative
Segment Information - Narratives (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Operating segments | segment | 1 | ||||||||||
Reportable segments | segment | 1 | ||||||||||
Revenues | $ 116,589 | $ 113,066 | $ 109,038 | $ 134,643 | $ 99,180 | $ 122,296 | $ 93,631 | $ 66,126 | $ 473,336 | $ 381,233 | $ 90,945 |
Overseas Shipments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 41,067 | 11,631 | |||||||||
Domestic Sales | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 432,269 | $ 369,602 |
Segment Information - Revenues
Segment Information - Revenues From Overseas Shipments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 116,589 | $ 113,066 | $ 109,038 | $ 134,643 | $ 99,180 | $ 122,296 | $ 93,631 | $ 66,126 | $ 473,336 | $ 381,233 | $ 90,945 |
Proprietary | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 109,984 | 72,578 | 38,043 | ||||||||
Non-Proprietary | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 363,352 | 308,655 | 52,902 | ||||||||
Point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 464,432 | 375,876 | 90,672 | ||||||||
Over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 8,904 | $ 5,357 | $ 273 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||||||||
Net loss from continuing operations, net of income taxes | $ (38,044,000) | $ (19,243,000) | $ (49,115,000) | $ (4,845,000) | $ (30,763,000) | $ (26,415,000) | $ (25,098,000) | $ (17,424,000) | $ (111,247,000) | $ (99,700,000) | $ (122,200,000) |
Income tax (benefit) expense | (192,000) | 59,000 | 231,000 | ||||||||
Depreciation and amortization | 21,610,000 | 22,836,000 | 12,817,000 | ||||||||
Changes in fair value of warrants and conversion option | (31,184,000) | (49,063,000) | (12,127,000) | ||||||||
Impairment of goodwill | $ 19,226,000 | 19,226,000 | 0 | 0 | |||||||
Gain on sale of Seymour facility | (18,970,000) | 0 | 0 | ||||||||
Impairment loss on Creston facility | 18,521,000 | 0 | 0 | ||||||||
Loss on extinguishment of debt | 0 | 0 | 11,742,000 | ||||||||
Total Adjusted EBITDA | (47,715,000) | (81,645,000) | (77,311,000) | ||||||||
Adjustments to reconcile | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Interest expense, net | 35,064,000 | 21,444,000 | 4,481,000 | ||||||||
Income tax (benefit) expense | (192,000) | 59,000 | 231,000 | ||||||||
Depreciation and amortization | 21,610,000 | 20,513,000 | 10,478,000 | ||||||||
Stock-based compensation | 1,421,000 | 19,520,000 | 7,183,000 | ||||||||
Changes in fair value of warrants and conversion option | (31,184,000) | (49,063,000) | (12,127,000) | ||||||||
Impairment of goodwill | 19,226,000 | 0 | 0 | ||||||||
Gain on sale of Seymour facility | (18,970,000) | 0 | 0 | ||||||||
Impairment loss on Creston facility | 18,521,000 | 0 | 0 | ||||||||
Severance | 4,019,000 | 676,000 | 0 | ||||||||
Exit costs related to divestiture of Seymour facility | 4,262,000 | 0 | 0 | ||||||||
Expenses related to business transition | 4,696,000 | 0 | 0 | ||||||||
Employee retention credit | 0 | 0 | (1,550,000) | ||||||||
Merger transaction costs | 0 | 0 | 11,693,000 | ||||||||
Non-recurring public company readiness costs | 0 | 0 | 5,265,000 | ||||||||
Loss on extinguishment of debt | 0 | 0 | 11,742,000 | ||||||||
South America seed production costs | 0 | 0 | 2,805,000 | ||||||||
Other | $ 5,059,000 | $ 4,906,000 | $ 4,688,000 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 116,589 | $ 113,066 | $ 109,038 | $ 134,643 | $ 99,180 | $ 122,296 | $ 93,631 | $ 66,126 | $ 473,336 | $ 381,233 | $ 90,945 |
Gross profit | 6,996 | 4,139 | 2,968 | 9,523 | 789 | 5,931 | 5,742 | (8,935) | 23,626 | 3,527 | (5,901) |
Net loss from continuing operations, net of tax | $ (38,044) | $ (19,243) | $ (49,115) | $ (4,845) | $ (30,763) | $ (26,415) | $ (25,098) | $ (17,424) | $ (111,247) | $ (99,700) | $ (122,200) |
Net loss per share: | |||||||||||
Basic (in usd per share) | $ (0.20) | $ (0.09) | $ (0.30) | $ (0.02) | $ (0.29) | $ (0.16) | $ (0.15) | $ (0.10) | $ (0.61) | $ (0.71) | $ (1.04) |
Diluted (in usd per share) | $ (0.20) | $ (0.09) | $ (0.30) | $ (0.02) | $ (0.29) | $ (0.16) | $ (0.15) | $ (0.10) | $ (0.61) | $ (0.71) | $ (1.04) |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Feb. 13, 2024 USD ($) installment | Oct. 31, 2023 USD ($) |
Seymour, Indiana soybean crush facility | Sold | ||
Subsequent Event [Line Items] | ||
Cash consideration | $ 35,397 | |
Subsequent Event | Convertible Notes Payable | Avenue Capital Management II, L.P | ||
Subsequent Event [Line Items] | ||
Repayments of convertible note payable | $ 59,000 | |
Subsequent Event | Promissory Note | ||
Subsequent Event [Line Items] | ||
Fixed interest rate | 8% | |
Subsequent Event | BHI | Sold | ||
Subsequent Event [Line Items] | ||
Cash consideration | $ 52,500 | |
Estimated working capital adjustment | 19,500 | |
Amount of holdback held by purchaser | 3,413 | |
Amount of carryback held by purchaser | $ 4,950 | |
Number of installments | installment | 4 | |
Subsequent Event | BHI | Sold | Minimum | ||
Subsequent Event [Line Items] | ||
Term of TSA | 4 months | |
Subsequent Event | BHI | Sold | Maximum | ||
Subsequent Event [Line Items] | ||
Term of TSA | 6 months |
Schedule II - Benson Hill, In_2
Schedule II - Benson Hill, Inc. Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts receivable and other receivables | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 868 | $ 341 | $ 122 |
Additions (Reductions) Charged to Costs and Expenses | (71) | 527 | 219 |
Balance at End of Year | 797 | 868 | 341 |
Inventories | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 427 | 698 | 341 |
Additions (Reductions) Charged to Costs and Expenses | 672 | (271) | 357 |
Balance at End of Year | 1,099 | 427 | 698 |
Deferred income taxes | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 118,040 | 65,134 | 34,921 |
Additions (Reductions) Charged to Costs and Expenses | 33,044 | 52,906 | 30,213 |
Balance at End of Year | $ 151,084 | $ 118,040 | $ 65,134 |