Discontinued Operations | Discontinued Operations Sale of Seymour, Indiana and Creston, Iowa Facilities On October 31, 2023, the Company sold our soybean processing facility located in Seymour, Indiana, together with certain related assets, for approximately $35,397 of total gross proceeds, subject to certain adjustments, including an adjustment for inventory and other working capital (the “Seymour Sale”). Upon closing the Seymour Sale, we recorded a gain on the sale of $18,970 for the year ended December 31, 2023. On February 13, 2024, we sold all of our interests in a wholly-owned subsidiary, Benson Hill Ingredients, LLC (“Ingredients”), which owns and operates a soybean processing facility in Creston, Iowa, to White River Creston, LLC (the “Purchaser”) for $52,500, plus a working capital adjustment estimated to be $19,671 (the “Purchase Price”), subject to certain deferred payments, holdbacks and other adjustments as defined in the Membership Interest Purchase Agreement (the “MIPA”) (the “Creston Sale”) . Upon closing the Creston Sale, we recorded a gain on the sale of $2,844 for the three and six months ended June 30, 2024. Upon closing the Creston Sale, $3,413 of the Purchase Price (the “Holdback”) and $4,950 of the Purchase Price (the “Carryback”) was held back by the Purchaser. The Holdback may be used by the Purchaser to satisfy certain Adverse Consequences (as defined in the MIPA) subject to the indemnification provisions, and for the Purchaser’s recovery with respect to certain Facility KPIs (as defined in the MIPA). The Holdback, less any amounts due to the Purchaser under the MIPA terms, shall be paid to the Seller within five days following the twelve-month anniversary of the closing. The Carryback will be paid by the Purchaser to the Seller pursuant to the terms of a promissory note executed by the Purchaser, and guaranteed by Ingredients, on February 13, 2024 (the “Promissory Note”). Under the Promissory Note, and subject to its terms and conditions, the Carryback will be paid in four equal installments on November 24, 2024, February 25, 2025, May 25, 2025, and August 25, 2025, together with all unpaid accrued interest on the outstanding principal amount on each such date. Subject to the terms and conditions of the Promissory Note, interest will accrue on the outstanding and unpaid principal amount thereunder at a fixed rate equal to 8.00% per annum. The Promissory Note may be partially or fully prepaid at any time without penalty. The Company entered into a Transition Services Agreement (“TSA”) with the Purchaser, which is designed to ensure and facilitate an orderly transfer of operations. The TSA terms are four The Creston Sale and the Seymour Sale (collectively, the “Transactions”) were separately marketed, negotiated, executed, and closed, and neither of the Transactions was conditioned upon the other. The Transactions were executed to leverage the Company’s core competencies as a technology-enabled seed innovation company as the Company transitions from a vertically integrated business model to an asset-light business model with an expanded focus on animal feed markets. Exiting the soybean processing business is intended to strengthen the Company’s balance sheet as the Company seeks to continue to commercialize our core business and intellectual property assets through partnerships and licensing arrangements to scale the Company’s product innovations. In accordance with ASC 205-20, Discontinued Operations , the Creston Sale was a strategic shift as the Company exited the ownership and operation of soybean processing assets. Therefore, the Transactions collectively met the criteria for transactions required to be accounted for as discontinued operations. Divestiture of J&J Produce, Inc. (“J&J”) On December 29, 2022, we entered into a Stock Purchase Agreement (the “Stock Sale”) to sell J&J and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida, for an aggregate purchase price of $18,000, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. On June 30, 2023, we closed the Stock Sale. As of June 30, 2024, the carrying value of assets and liabilities in discontinued operations approximated their fair value due to their short maturities. J&J was the main component of our former Fresh segment. In accordance with ASC 205-20, Discontinued Operations , our strategic shift to exit the former Fresh segment met the criteria to be classified as businesses held for sale and presented as a discontinued operation. J&J had assets of $375 and $601 and liabilities of $664 and $559 as of June 30, 2024 and December 31, 2023, respectively. J&J had net income of $149 and net loss of $264 with no revenues for the three and six months ended June 30, 2024. J&J had revenues of $9,902, cost of sales of $15,398, operating expenses of $1,883 and net loss of $7,726 for the three months ended June 30, 2023. J&J had revenues of $32,237, cost of sales of $34,131, operating expenses of $3,337 and net loss of $5,935 for the six months ended June 30, 2023. We reclassified the combined results of discontinued operations in our condensed consolidated statements of operations for all periods presented. The carrying amounts of the assets and liabilities of the discontinued operations were as follows: June 30, December 31, Assets Current assets: Cash and cash equivalents $ — $ 7,147 Accounts receivable, net 4,985 26,412 Inventories, net — 10,640 Prepaid expenses and other assets 924 6,468 Property and equipment, net — 52,510 Total assets from discontinued operations $ 5,909 $ 103,177 Liabilities Current liabilities: Accounts payable $ 79 $ 12,741 Operating lease liabilities — 2,851 Accrued expenses and other liabilities 1,042 3,210 Total liabilities from discontinued operations $ 1,121 $ 18,802 The operating results of the discontinued operations, net of tax, were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenues $ 170 $ 95,456 $ 31,060 $ 203,767 Cost of sales 171 99,254 27,278 199,083 Research and development — — 17 — Selling, general and administrative expenses 1,775 6,225 3,414 10,619 (Gain) loss on divestiture of discontinued operations — 172 (2,844) 172 Impairment of goodwill — 9,966 — 9,966 Interest (income) expense, net (59) 7 (86) 14 Other expense (income), net — 168 (33) 518 Net (loss) income from discontinued operations, before income taxes (1,717) (20,336) 3,314 (16,605) Income tax expense — — — — Net (loss) income from discontinued operations, net of income taxes $ (1,717) $ (20,336) $ 3,314 $ (16,605) Depreciation, amortization and significant operating and investing items in the condensed consolidated statements of cash flows for the discontinued operations are as follows: Six Months Ended June 30, 2024 2023 Operating activities Depreciation and amortization $ 387 $ 3,593 Bad debt expense 1,075 (137) Impairment — 9,966 Net gain on divestiture of discontinued operations (2,844) 172 Investing activities Payments for acquisitions of property and equipment (130) (643) Net proceeds from divestiture 57,713 1,928 |