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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):     August 8, 2024
BENSON HILL, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3983585-3374823
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
1001 North Warson Rd, Ste 300
St. Louis, Missouri 63132
(Address of principal executive offices)
(314) 222-8218
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common stock, $0.0001 par valueBHILThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐


Item 2.02
Results of Operations and Financial Condition.
On August 8, 2024, Benson Hill, Inc. (the “Company”) issued a press release reporting the financial results of the Company for the quarter ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. In conjunction with the press release, the Company has posted a shareholder letter to its website (bensonhill.com) and a copy of the shareholder letter is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety by reference.
Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1 and the shareholder letter attached hereto as Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release and shareholder letter attached as Exhibits 99.1 and 99.2 hereto, the press release and shareholder letter contain forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release and shareholder letter, respectively, regarding these forward-looking statements.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
99.1
99.2
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BENSON HILL, INC.
By:/s/ Susan Keefe
Name: Susan Keefe
Title: Chief Financial Officer
Date: August 8, 2024


Exhibit 99.1
Benson Hill Announces Second Quarter Financial Results
•Second quarter revenues of approximately $33.8 million, an increase compared to $23.5 million in the same period of 2023, reflect the Company’s ongoing transition to an asset-light business model.
•Net loss from continuing operations, net of income taxes, was $18 million in the quarter, an improvement of $18.5 million in reported loss from the same period of the prior year. Adjusted EBITDA was a loss of $12.4 million, compared to a loss of $15.2 million in the same period of 2023, due primarily to expense reductions.
•Free cash flow loss in the first half of 2024 was $31.8 million, which was approximately 50 percent of the free cash flow loss in the first half of 2023.
•The Company ended the second quarter with $29.5 million of cash and marketable securities, expected to be sufficient to fund operations through the end of 2024.
•The Company provides updates on business milestones related to animal feeding trials, innovation pipeline advancements, and genetic market share in its Q2 Shareholder Letter.

ST. LOUIS, MO – August 8, 2024 - Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a seed innovation company, today announced operating and financial results for the quarter ended June 30, 2024.

“The Benson Hill team showed focus and financial discipline and delivered significantly better operating results this quarter, while making strides in our transition to an asset-light licensing model. We also strengthened strategic partnerships that are crucial for our future growth,” said Deanie Elsner, Chief Executive Officer of Benson Hill. “Our highly advanced technology core has led to the development of what we believe to be the industry’s broadest and deepest R&D pipeline for soy quality traits. Our next priority is to implement several animal feeding trials with both commercial and academic partners, further validating the value our seed innovations deliver to end users.”

Progress Points
Progress across key initiatives in the second quarter included accelerations in the Company’s innovation pipeline, expanded feeding trials with the proprietary soybean portfolio, advancements with strategic partners, and exploration of new capital structures.

•The Company continued its rigorous focus on cash management, expecting to deliver cash runway through the end of 2024.

•Following a Q1 feeding trial, management reported that it will continue to validate the value of its seed innovations with end users. Nearly a dozen academic studies and commercial feeding trials are planned over the next 9 to 12 months in broiler chickens, turkey, swine, dairy, and salmon. These end-user market segments represent more than 80 percent of the 30 million U.S. soybean acres used in animal feed.1

•Management reiterated the competitive edge delivered by the innovation pipeline it announced last month. Seed advancements over the next decade are expected to feature herbicide-tolerant soybean varieties, varieties designed to meet end-user needs in animal feed, versions for soybean oil, and soybeans for future use in biofuel. The Company is on track to significantly expand its seed portfolio to
1 United Soybean Board Market View Database, 2022
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more than 35 varieties by 2025 and introduce herbicide-tolerant versions of its Ultra-High Protein, Low Oligosaccharide soybean in 2026, a year earlier than expected.

Second Quarter Results Compared to the Same Period of 2023
The following financial results exclude the former Fresh Segment and Seymour, Indiana, and Creston, Iowa, processing facilities reported in discontinued operations. The reconciliation of non-GAAP financial measures can be found in the accompanying financial tables. The combined results of the Company’s divested businesses have been reclassified and presented as discontinued operations, resulting in a significant reduction in reported revenues and related expenses.

•Reported revenues increased by $10.3 million in the second quarter of 2024, driven by higher grain sales of proprietary soybeans and higher revenue from partnerships and licensing agreements.

•R&D expenses were $7.5 million, a decrease of $2.9 million, or 27.7 percent. The decrease was driven by reduced personnel-related costs and other technology costs in connection with implementing the expanded Liquidity Improvement Plan. Benson Hill continues to invest in critical technology costs, facilities expenses (primarily related to the Crop Accelerator facility) and workforce-related expenses as it did in 2023, to drive innovation in feed, food, and fuel with its CropOS® technology platform.

•Selling, general, and administrative expenses were $10.2 million, an increase of $3.6 million, or 56 percent. The increase was due to a non-recurring $6.2 million reversal to stock-based compensation expense in 2023. Excluding this non-recurring expense decrease in 2023, there was a decrease of $2.6 million to other selling, general and administrative expenses driven by reduced personnel-related costs in connection with implementing the expanded Liquidity Improvement Plan.

•Net loss from continuing operations, net of income taxes, was $18 million, a decrease of $18.5 million in reported loss. Adjusted EBITDA was a loss of $12.4 million, compared to a loss of $15.2 million in the same period of the prior year, which represents a reduction in loss of $2.8 million.

•Cash and marketable securities of $29.5 million were on hand as of June 30, 2024.

First Six-Months Results Compared to the Same Period of 2023
The following financial results exclude the former Fresh Segment and Seymour, Indiana, and Creston, Iowa, processing facilities reported in discontinued operations. The reconciliation of non-GAAP financial measures can be found in the accompanying financial tables. The combined results of the Company’s divested businesses have been reclassified and presented as discontinued operations, resulting in a significant reduction in reported revenues and related expenses.

•Reported revenues in the first half of 2024 were $54.9 million, a decrease of $17.2 million, or 23.9 percent. The decrease was driven by recognition of revenue in 2023 from low margin trading volumes generated by business development efforts that did not repeat in 2024, partially offset by higher revenue from partnerships and licensing agreements during the six months ended June 30, 2024, compared to the same period in 2023. Revenue from domestic sales increased $5.8 million compared to the same period in 2023 due to higher grain sales of proprietary soybeans.

•R&D expenses were $14.4 million, a decrease of $8.6 million, or 37.3 percent. The decrease was driven by reduced personnel-related costs and other technology costs in connection with implementing the expanded Liquidity Improvement Plan.

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•Selling, general, and administrative expenses were $25 million, an increase of $5.2 million, or 26.6 percent. Excluding a non-recurring $6.2 million reversal to stock-based compensation expense in 2023, these expenses decreased by $1 million, driven by reduced personnel-related costs in connection with implementing the Company’s expanded Liquidity Improvement Plan.

•Net loss from continuing operations, net of income taxes, was $44.3 million, an increase in reported loss of $1 million. Adjusted EBITDA was a loss of $19.5 million, compared to a loss of $29.7 million in the same period of the prior year which represents a reduction in loss of $10.2 million. Free cash flow loss in the first half of 2024 was $31.8 million, which was approximately 50 percent of the free cash flow loss in the first half of 2023.

Additional Information
Additional information about Benson Hill’s financial and operating results can be found in the Company’s latest Shareholder Letter and in the Current Report on Form 8-K filed today with the Securities and Exchange Commission. Those documents are downloadable at investors.bensonhill.com.

About Benson Hill
Benson Hill is a seed innovation company that unlocks nature’s genetic diversity in soy quality traits through a combination of its proprietary genetics, its AI-driven CropOS® technology platform, and its Crop Accelerator. Benson Hill collaborates with strategic partners to create value throughout the agribusiness supply chain to meet the demand for better feed, food, and fuel. For more information, visit bensonhill.com or on X, formerly known as Twitter at @bensonhillinc.

Use of Non-GAAP Financial Measures
In this press release, the Company includes references to non-GAAP performance measures. The Company’s management uses these non-GAAP financial measures to facilitate financial and operational decision-making, including evaluation of the Company’s historical operating results. The Company’s management believes these non-GAAP measures are useful in evaluating the Company’s operating performance and are similar measures reported by publicly listed U.S. competitors, and regularly used by securities analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company’s operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting the Company’s business. By referencing these non-GAAP measures, the Company’s management intends to provide investors with a meaningful, consistent comparison of the Company’s performance for the periods presented. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. The Company’s definition of these non-GAAP measures may differ from similarly titled measures of performance used by other companies in other industries or within the same industry. In addition, the Company has and may in the future modify how it calculates non-GAAP performance measures. Because non-GAAP financial measures exclude the effect of items that will increase or decrease the Company’s reported results of operations, management strongly encourages investors to review the Company’s condensed consolidated financial statements and publicly filed reports in their entirety. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the tables accompanying this press release.

Cautionary Note Regarding Forward-Looking Statements
Certain statements in this letter may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may be identified by words such as “may,” “should,” “expect,” “intend,”
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“will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. These forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements include, among other things, statements regarding: the Company’s progress toward an asset-light business model, and the anticipated pace of such transition; the Company’s financial and operating performance during its business transition; the Company’s cost-cutting measures under its expanded Liquidity Improvement Plan and other cost-saving measures, actions to implement such plan, and the anticipated benefits of and timeline to implement such plans; the Company’s current expectations and assumptions regarding the industries and markets in which it operates; strategic partnership and licensing opportunities; the Company’s anticipated liquidity, path to profitability, and runway for growth; expectations regarding the sources of expected revenues, costs, profit and earnings; projections of market opportunity; the potential and capabilities of its innovation pipeline and the expected timeline for the commercialization of the Company’s current and anticipated innovations; the expected timeline for the expansion of the Company’s seed portfolio; the expected timing and results of planned academic studies and commercial feeding trails; potential strategic partnership and licensing opportunities; current projections and assumptions regarding the Company’s business and the industries and markets in which the Company currently operates or plans to operate expectations regarding the Company’s ability to continue as a going concern; execution of the Company’s business plan, the strategic review of the Company’s business, and the Company’s executive leadership transition; any financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; the Company’s strategies, positioning, resources, capabilities, and expectations for future performance; estimates and forecasts of financial and other performance metrics; the Company’s outlook, and financial and other guidance; and management’s strategy and plans for growth. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: risks associated with the Company’s ability to generally execute on its business strategy, including its transition to an asset-light business model in a timely manner with sufficient liquidity; risks relating to acreage acquisition; risks associated with developing and maintaining partnering and licensing relationships in an asset-light business model, and maintaining relationships with customers and suppliers; the risk that the Company will not realize the anticipated benefits of the divestiture of its soy processing facilities; risks associated with the loss of revenues from such facilities; risks associated with growing and managing capital resources; risks associated with changing industry conditions and consumer preferences; risks associated with the Company’s cost-cutting measures under its expanded Liquidity Improvement Plan and other cost saving measures, including potentially adverse impacts on the Company’s business and prospects even if such plans are successful; the risk that the Company’s actions relating to cost-cutting measures under its expanded Liquidity Improvement Plan and other cost saving measures may be insufficient to achieve the objectives of such plans; liquidity and other risks relating to the Company’s ability to continue as a going concern; risks associated with the Company’s ability to grow and achieve growth profitably, including continued access to the capital resources necessary for growth; risks relating to the failure to raise additional financing to satisfy the Company’s cash needs; risks associated with the Company’s execution of its executive leadership transition, including, among others, risks relating to maintaining key employee, customer, partner and supplier relationships; risks relating to the Company’s exploration of strategic alternatives; risks associated with the failure to realize the anticipated commercial or nutritional benefits of the Company’s UHP-LO soybeans; risks that the benefits validated by the recent trial may not be able to be repeated or improved upon in the future; risks associated with the accuracy and repeatability of feeding trials generally; risks associated with the effects of global and regional economic, agricultural, financial and commodities market, political, social and health conditions; the effectiveness of the Company’s risk management strategies; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our filings with the SEC, which are available on the SEC’s website at www.sec.gov. The Company can make no assurances that it will be able to raise additional financing, improve its liquidity position, or continue as a going concern. Nothing in this letter should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of
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the contemplated results of such forward-looking statements will be achieved. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any duty to update these forward-looking statements, except as otherwise required by law.

###
Contacts
Investors: Tana Murphy: (314) 579-3184 / investors@bensonhill.com
Media: Christi Dixon: (636) 359-0797 / cdixon@bensonhill.com
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Benson Hill, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(In Thousands, Except Per Share Data)

June 30,
2024		December 31,
2023
Assets
Current assets:
Cash and cash equivalents$9,272 $8,934 
Marketable securities20,247 32,852 
Accounts receivable, net9,640 6,810 
Inventories, net16,826 14,860 
Prepaid expenses and other current assets15,270 8,121 
Current assets of discontinued operations5,909 103,177 
Total current assets77,164 174,754 
Property and equipment, net22,643 26,533 
Finance lease right-of-use assets, net55,465 59,245 
Operating lease right-of-use assets2,800 2,934 
Intangible assets, net4,947 5,226 
Other assets8,289 6,072 
Total assets$171,308 $274,764 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$11,151 $4,397 
Finance lease liabilities, current portion4,263 3,705 
Operating lease liabilities, current portion872 842 
Long-term debt, current portion1,900 55,201 
Accrued expenses and other current liabilities13,114 21,352 
Current liabilities of discontinued operations1,121 18,802 
Total current liabilities32,421 104,299 
Long-term debt, less current portion14,236 5,250 
Finance lease liabilities, less current portion71,013 73,682 
Operating lease liabilities, less current portion3,949 4,299 
Warrant liabilities906 1,186 
Conversion option liabilities— 5 
Other non-current liabilities30 — 
Total liabilities122,555 188,721 
Stockholders’ equity:
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 6,085 and 5,954 shares issued and outstanding at June 30, 2024, and December 31, 2023, respectively (1)
1 1 
Additional paid-in capital614,018 611,497 
Accumulated deficit(564,769)(523,786)
Accumulated other comprehensive loss(497)(1,669)
Total stockholders’ equity48,753 86,043 
Total liabilities and stockholders’ equity$171,308 $274,764 
(1) Amounts have been adjusted to reflect the 1-for-35 reverse stock split that became effective on July 18, 2024.
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Benson Hill, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(In Thousands, Except Per Share Data)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues$33,773 $23,484 $54,906 $72,151 
Cost of sales34,597 22,214 50,492 66,238 
Research and development7,456 10,312 14,397 22,954 
Selling, general and administrative expenses10,155 6,510 24,983 19,737 
Impairment of goodwill— 9,260 — 9,260 
Interest expense, net1,708 6,874 10,304 13,246 
Changes in fair value of warrants and conversion option(513)3,036 (286)(18,660)
Other (income) expense, net(1,653)1,921 (693)2,789 
Net loss from continuing operations before income taxes(17,977)(36,643)(44,291)(43,413)
Income tax expense (benefit)6 (138)6 (123)
Net loss from continuing operations, net of income taxes(17,983)(36,505)(44,297)(43,290)
Net (loss) income from discontinued operations, net of tax (1,717)(20,336)3,314 (16,605)
Net loss attributable to common stockholders$(19,700)$(56,841)$(40,983)$(59,895)
Net loss per common share:
Basic and diluted net loss per common share from continuing operations (1)
$(3.27)$(6.81)$(8.09)$(8.08)
Basic and diluted net (loss) income per common share from discontinued operations (1)
$(0.31)$(3.79)$0.61 $(3.10)
Basic and diluted total net loss per common share (1)
$(3.58)$(10.60)$(7.48)$(11.18)
Weighted average shares outstanding:
Basic and diluted weighted average shares outstanding (1)
5,496 5,364 5,477 5,355 
(1) Amounts have been adjusted to reflect the 1-for-35 reverse stock split that became effective on July 18, 2024.
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Benson Hill, Inc.
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(In Thousands)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net loss attributable to common stockholders$(19,700)$(56,841)$(40,983)$(59,895)
Other comprehensive income (loss):
Foreign currency translation adjustment1 — (12)— 
Change in fair value of available-for-sale marketable securities, net of deferred taxes73 2,668 1,184 3,524 
Total other comprehensive income74 2,668 1,172 3,524 
Total comprehensive loss$(19,626)$(54,173)$(39,811)$(56,371)
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Benson Hill, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)

Six Months Ended June 30,
20242023
Operating activities
Net loss$(40,983)$(59,895)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization8,061 10,596 
Stock-based compensation expense2,414 (1,214)
Bad debt expense1,077 (197)
Changes in fair value of warrants and conversion option(286)(18,660)
Accretion and amortization related to financing activities6,191 4,318 
Realized losses on sale of marketable securities1,164 3,044 
Impairment of goodwill— 19,226 
Other(4,043)2,593 
Changes in operating assets and liabilities:
Accounts receivable1,302 (1,614)
Inventories5,962 31,072 
Other assets and other liabilities2,710 909 
Accounts payable(1,008)(23,708)
Accrued expenses(9,022)(10,751)
Net cash used in operating activities(26,461)(44,281)
Investing activities
Purchases of marketable securities(36,560)(75,050)
Proceeds from maturities of marketable securities22,933 41,759 
Proceeds from sales of marketable securities26,287 84,385 
Purchase of property and equipment(458)(6,956)
Proceeds from divestiture of discontinued operations57,713 1,928 
Proceeds from a corporate-owned life insurance policy2,173 — 
Other27 36 
Net cash provided by investing activities72,115 46,102 
Financing activities
Repayments of long-term debt(66,307)(4,313)
Proceeds from issuance of long-term debt15,800 — 
Payments of debt issuance costs— (2,000)
Borrowing under revolving line of credit3,562 — 
Repayments under revolving line of credit(3,562)— 
Payments of finance lease obligations(2,003)(1,595)
Proceeds from exercise of stock awards, net of withholding taxes59 140 
Net cash used in financing activities(52,451)(7,768)
Effect of exchange rate changes on cash(12)— 
Net decrease in cash and cash equivalents(6,809)(5,947)
Cash, cash equivalents and restricted cash, beginning of period16,081 43,321 
Cash, cash equivalents and restricted cash, end of period$9,272 $37,374 
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Supplemental disclosure of cash flow information
Cash paid for taxes$— $2 
Cash paid for interest$4,674 $9,555 
Supplemental disclosure of non-cash activities
Purchases of property and equipment included in liabilities$30 $333 
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Benson Hill, Inc.
Non-GAAP Reconciliation
(In Thousands)
This press release contains financial measures not derived in accordance with generally accepted accounting principles (“GAAP”). Reconciliations to the most comparable GAAP measures are provided below. The Company defines Adjusted EBITDA as net loss from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, changes in fair value of warrants and conversion options, realized (gains) losses on marketable securities, goodwill and long-lived asset impairment, restructuring-related costs (including severance costs) and the impact of significant non-recurring items. The Company defines free cash flow as net cash (used in) provided by operating activities minus capital expenditures.
Adjustments to reconcile net loss from our continuing operations to Adjusted EBITDA:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net loss from continuing operations, net of income taxes$(17,983)$(36,505)$(44,297)$(43,290)
Interest expense, net1,708 6,874 10,304 13,246 
Income tax expense (benefit)6 (138)6 (123)
Depreciation and amortization3,846 3,529 7,673 7,003 
Stock-based compensation1,138 (4,073)2,414 (1,259)
Changes in fair value of warrants and conversion option(513)3,036 (286)(18,660)
Impairment of goodwill— 9,260 — 9,260 
Exit costs related to divestiture of Creston facility(7)— 2,881 — 
Business transformation408 — 732 — 
Proceeds from a corporate-owned life insurance policy(2,173)— (2,173)— 
Severance402 1,126 1,476 1,238 
Other755 1,642 1,773 2,874 
Total Adjusted EBITDA$(12,413)$(15,249)$(19,497)$(29,711)
Adjustments to reconcile net loss from our continuing operations to free cash flow loss:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net loss from continuing operations, net of income taxes$(17,983)$(36,505)$(44,297)$(43,290)
Depreciation and amortization3,846 3,529 7,673 7,003 
Stock-based compensation1,138 (4,073)2,414 (1,259)
Changes in fair value of warrants and conversion option(513)3,036 (286)(18,660)
Impairment of goodwill— 9,260 — 9,260 
Accretion and amortization related to financing activities— 2,300 6,191 4,318 
Change in working capital(6,309)(1,770)(2,857)(17,752)
Other(1,262)4,119 (163)5,765 
Net cash used in operating activities(21,083)(20,104)(31,325)(54,615)
Payments for acquisitions of property and equipment(49)(3,916)(458)(6,313)
Free cash flow loss$(21,132)$(24,020)$(31,783)$(60,928)
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SHAREHOLDER LETTER Q2 2024 | AUGUST 8, 2024 Exhibit 99.2

 
SHAREHOLDER LETTER Q2 2024 | 2 To Our Shareholders, I am happy to provide our Q2 Earnings report and an update on progress as we transform Benson Hill from an asset-heavy, closed-loop business model to a more agile and scalable asset-light licensing business model. In the first six months of 2024, Benson Hill further solidified its position as a leader in soy seed innovation, laying the groundwork for our long-term plan. Progress across key initiatives in Q2 included accelerated advance- ments in the innovation pipeline, expanded feeding trials with our proprietary seed portfolio, advancements with strategic partners, and exploration of new capital structures. The Benson Hill team remains focused on achieving financial results by delivering differentiated soybean traits that benefit feed, food, and fuel market segments. Setting the Foundation for Future Success In pursuit of those markets, we align on a simple premise: Better Feed, Better Food, and Better Fuel Start with Better Seeds. This underscores how we are leading the pace of innovation in soy quality traits and setting the foundation for future success. Benson Hill’s competitive advantage lies in our proprietary genetics, our CropOS® technology platform, and our Crop Accelerator rapid prototyping facility. The team’s sole focus on quality traits in soybeans, combined with AI-powered seed advancements and speed breeding, gives us the capability to impact end markets in dramatic ways. August 8, 2024 Deanie Elsner Chief Executive Officer

 
SHAREHOLDER LETTER Q2 2024 | 3 For instance, CropOS derives insights from a vast data lake of more than 470 billion data points. We use these proprietary data points to drive breeding predictions with up to 80 to 85 percent accuracy. This accuracy, coupled with our Crop Accelerator, enables a step change in the plant breeding process in terms of speed and precision. In addition, the Crop Accelerator has enabled plant breeders to com- plete more than 200 crop cycles since the facility opened, representing over four “seasons” a year in a highly controlled environment. Today Benson Hill can create new seed varieties, based on CropOS blueprints, in record time. This approach has helped us generate more than 4.4 million digital genotypes and design and advance more than 24,000 candidate soybean varieties in our breeding program since 2021. This highly advanced technology core led us to develop what we believe to be one of the industry’s broadest and deepest innovation pipelines for soy quality traits - with unmatched speed to market. At its core, Benson Hill is a leader in AI-driven seed innovation utilizing proprietary genetics …resulting in a complete and market-leading toolbox to deliver seed innovations of the future.

 
SHAREHOLDER LETTER Q2 2024 | 4 Accelerating Advancements in Our Innovation Pipeline In July, Benson Hill released pipeline details, reaffirming a commitment to serving the broadacre animal feed, soybean oil, and emerging biofuel markets. These innovations, many of which are in field testing, position us to redefine U.S. soy with new varieties that solve specific problems for end users and create value across the agribusiness supply chain. The rate at which we have boosted protein, increased yield, and expanded maturity zones is a direct result of Benson Hill’s technology platform and the team’s focus. Innovations in the next decade are de- signed to achieve purpose-driven outcomes such as better digestibility, higher feed energy density, and higher oil content. We also believe these advancements will create significant value downstream. ~31M ACRES ~0.8M ACRES ~50M ACRES Pipeline innovations aimed at end-user outcomes will deliver value for multiple markets Better Food. Better Fuel. Better Feed. 2032 2024 Optimized oil with HT Step change oil varieties with HT  + Improved amino acids & energy density  Yield parity with elite varieties  + Herbicide Tolerance (HT) High yield, protein & expanded maturities

 
SHAREHOLDER LETTER Q2 2024 | 5 2 To fully capture the value being created, we outlined three focus areas for Benson Hill’s innovation pipeline through 2032: Enhance varieties for near-term impact in animal feed (projected launches in 2024-2027): By increasing the yield potential and ex- panding geographic maturities for our proprietary genetics, Benson Hill can deliver better soybeans for feed applications such as poultry, building on our work with Perdue Farms. On our path to broadacre expansion, we expect to broaden our soybean portfolio to approxi- mately 35 varieties by 2025. Improve oil for biofuels and crude oil soy markets (projected launches in 2028-2030): We also plan to introduce a range of soybean varieties for biofuels and crude oil applications by the end of the decade. Using years of field testing and genomic data, our researchers recently identified promising variety candidates in the pipeline that could serve a total addressable domestic market of approximately 50 million U.S. soybean acres. Further expand value creation for animal feed with new soy quality traits (projected launches in 2032 and beyond): Looking further ahead, we plan to expand value creation in animal feed with high-yielding soybean varieties with traits like higher energy density, better protein quality, improved oil, and reduced anti-nutritional factors, which can deliver significant downstream benefits. Expanding Feeding Trials with Our Proprietary Seed Portfolio Benson Hill’s proprietary seed portfolio is backed by decades of re- search. Our flagship UHP-LO soybeans have been a focus of academic research and development since 2012 and successfully demonstrate the positive impact UHP-LO soybeans can deliver for end users in ani- mal feed. Commercial feeding trials conducted in 2020 demonstrated advantages over commodity soy when UHP-LO soy was incorporated into the ration, including higher protein and more metabolizable energy. Now, after three years of further seed development, a Q1 2024 feeding trial showed how the current UHP-LO varieties, when used in veg-fed broiler diets, drove more significant feed cost reductions than previous generations trialed in 2020, while supporting improved bird perfor- mance. The trial also confirmed the total value created with Benson Hill genetics to be within the range we previously communicated ($100 to $230/acre). 1 3

 
SHAREHOLDER LETTER Q2 2024 | 6 This UHP-LO feeding trial has since expanded into broader commercial use by an integrated poultry player. In addition, Benson Hill has initiated three new feeding trials with other large poultry broiler and turkey producers for the second half of 2024, representing more than 40 percent of the broiler industry1. To understand the value of UHP-LO soybeans across the animal feed landscape, we also developed a comprehensive roadmap for nearly a dozen academic studies and commercial feeding trials over the next 9 to 12 months. This roadmap will test UHP-LO soybeans in species ranging from broiler chickens (veg-fed and conventional) and turkeys to swine, dairy, and salmon. These end-user market segments represent more than 80 percent of the 30 million U.S. soybean acres used in animal feed2. These studies will not only help validate the superior per- formance of UHP-LO varieties, but the collaborations will also enhance an ever-growing dataset and inform future innovations. Commercial and Academic Feeding Trials Broilers Complete Integrator 1 Academic Studies Commercial Feeding Trials Commercial Integration Commercial Scale-Up Integrator 2 Integrator 3 In Process Target 2025 Target 2025 Target 2026 Target 2026 Complete Complete In Process In Process Turkey In Process Integrator 1 Integrator 2 Target Q4 ’24 Target 2025 Target 2026 Target Q4 ’24 Target 2025 Target 2026 Swine In Process Broad Market Target 2026 Target 2027 Target 2028 Dairy In Process Integrator 1 Target 2025 Target 2026 Target 2027 Layers Aqua Integrator 1Broad Market In Development Target 2025 In Development Target 2027 Complete Complete Complete Complete 1. WATT Poultry, 2024 2. United Soybean Board Market View Database, 2022

 
SHAREHOLDER LETTER Q2 2024 | 7 Advancing Strategic Partnerships With supplementary research, Benson Hill is poised to build credibility and scale for the domestic animal feed market. We expect to be well positioned to capture significant market share as we eye broadacre adoption. Under our new licensing model, we will begin to measure total acres accessed by Benson Hill genetics (also called genetic market share) as a benchmark for growth. Benson Hill has continuously operated a portion of its business as a seed and trait licensing company since acquiring Schillinger Genetics in 2019. In 2024, we expanded our number of licensing and distribution partners and broadened the varieties and traits offered to build the foundation for our licensing model. In 2025, we estimate that Benson Hill genetics will be planted on more than 450,000 acres, an increase of more than 60 percent compared to 2024 and a doubling of genetic market share since 2022. We anticipate acres planted with Benson Hill genetics will grow significantly once herbicide-tolerant varieties are launched across Benson Hill’s soybean portfolio in 2026. 6.0 5.5 5.0 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 0.5 Our expectation is to plant Benson Hill genetics on 8.5 million acres in North America by 2030. “ ”

 
SHAREHOLDER LETTER Q2 2024 | 8 For the 2024/2025 crop season, we are contracting directly with farmers to produce Ultra-High Protein and UHP-LO grain for use in the food ingredients and animal feed markets. In addition, we are producing seed for the 2025/2026 crop year across all product categories. Follow- ing the expansion of Benson Hill’s third-party testing network to more than 350 testing locations, we have also advanced discussions with multiple potential end-market users, including exporters. We continue to expand strategic partnerships and licensing opportu- nities across the agriculture supply chain, seeking to leverage partner infrastructure for faster scaling. Our expectation is to plant Benson Hill genetics on 8.5 million acres in North America by 2030. Exploring New Capital Structures to Fund the Business Building on the transformation work we shared last quarter, Benson Hill is balancing near-term innovation efforts with immediate-term cost dis cipline. We currently estimate our existing cash will fund operations through the end of 2024 and continue to explore sources of capital to fund the business going forward. The Company’s strategic road map for the rest of 2024 includes the five key pillars we shared previously: 1. Transition out of our legacy business model 2. Optimize our capital structure and secure financing 3. Continue to improve operating expenses and margins 4. Acquire strategic partnerships and licensing deals across the value chain 5. Expand intellectual property and advance our technology pipeline

 
SHAREHOLDER LETTER Q2 2024 | 9 On June 27, Benson Hill confirmed the receipt of a preliminary, non-binding indication of interest from Argonautic Ventures Master SPC, on behalf of itself and other co-investors, to acquire all outstanding shares of the company’s common stock. The Board of Directors has formed a Transaction Committee comprised of independent directors to review certain strategic alternatives and evaluate the indication of interest. We do not intend to make further announcements about any alternative until disclosure is appropriate or necessary. Benson Hill’s Q2 results reflect the deliberate transition from the legacy business model toward a licensing business model expected to raise the quality of earnings and improve operating expenses and margins over time. We reported consolidated revenues of $33.8 million in Q2, which were higher than the previous year’s revenues of $23.5 million driven by higher sales of proprietary grain and partnerships and licensing agree- ments offset by lower yellow pea revenue. (Unaudited) (USD in Millions) Excludes Discontinued Operations1 2024 2023 CHANGE % CHANGE Consolidated Revenue $33.8 $23.5 $10.3 44% Net Loss from Continuing Operations (Net of Income Tax) $(18.0) $(36.5) $18.5 (51)% Adjusted EBITDA2 $(12.4) $(15.2) $2.8 (18)% Capital Expenditures $— $(3.9) $3.9 (100)% Free Cash Flow Loss2 $(21.1) $(24.0) $2.9 (12)% Cash and Marketable Securities (as of June 30, 2024)3 $29.5 1. Excludes revenue and costs from Seymour and Creston facilities and the Fresh business. 2. See the reconciliation table in the Press Release. 3. Includes cash from both continuing and discontinued operations. Second Quarter Ended June 30, Second Quarter Financial Results

 
SHAREHOLDER LETTER Q2 2024 | 10 Net loss from continuing operations declined from a loss of $36.5 million in Q2 of 2023 to a loss of $18 million in Q2 of 2024. On an adjusted basis, Total Adjusted EBITDA was a loss of $12.4 million in Q2 2024, an improvement compared to $15.2 million in 2023, driven primarily by decreases in research and development and SG&A expenses because of ongoing actions in the expanded Liquidity Improvement Plan. We ended the quarter with $29.5 million in cash and marketable securities. To download Benson Hill’s Current Report on Form 8-K and Q2 finan- cials, which include related information about our use of non-GAAP financial measures, please visit investors.bensonhill.com

 
SHAREHOLDER LETTER Q2 2024 | 11 Envisioning A Sustainable Future Finally, aligned with plans to create value for all industry players, Benson Hill released its third annual Environmental, Social, and Gov- ernance (ESG) Report in early July. The report highlights our ongoing commitment to ESG principles and a sustainability proposition to deliver more nutrition from every seed, every acre, and every pound of soybean meal - which results in less pressure on the land, less pressure on water, and lower carbon intensity per unit of output. Improving the environmental footprint of agriculture continues to matter, even as we enter new markets. I remain convinced that our strategic direction is the right one for Benson Hill. Our focus on value creation, innovation, and financial discipline positions us to drive long-term growth and realize a sustain- able future as a seed innovation company. Thank you for supporting Benson Hill as we pursue that future. Warm Regards, Deanie Elsner Chief Executive Officer

 
SHAREHOLDER LETTER Q2 2024 | 12 Cautionary Note Regarding Forward-Looking Statements Certain statements in this letter may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may be identified by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. These forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or im- plied by such forward-looking statements. These forward-looking statements include, among other things, statements regarding: the Company’s progress toward an asset-light business model, and the anticipated pace and success of such transition; the Compa¬ny’s financial and operating performance during its business transition; the Company’s cost-cutting measures under its expanded Liquidity Im¬provement Plan and other cost-saving measures, actions to implement such plan, and the anticipated benefits of and timeline to implement such plans; the Company’s current projections and assumptions regarding its business and the industries and markets in which it operates and plans to operate, including its transition to an asset-light business model to serve broadacre animal feed markets; strate¬gic partnership and licensing opportunities; the Company’s antici- pated liquidity, path to profitability, and runway for growth; the sources of expected revenues, costs, profit and earnings; projections of market op- portunity; the potential and capabilities of its innovation pipeline and the expected timeline for the commercialization of the Company’s current and anticipated innovations; the Company’s ability to serve a broad¬acre strategy through partnerships and licensing; the Company’s acreage acquisi- tion and expansion plans; the Company’s plans to use acres accessed by Benson Hill genetics, and the anticipated growth, and timing for such growth, in acres accessed by Benson Hill genetics; the Compa¬ny’s ability to expand and redefine soy markets; the Company’s ability to utilize its innovations to solve problems; the commercial and nutrition¬al benefits of the Company’s UHP-LO soybean meal and other products, including any expectation that the findings associated with the recent trial can be repeated or improved upon in the future, including in broadacre application; the potential adoption of UHP-LO by poultry producers or other animal companies, soybean processors, or farmers; the Company’s ability to identify and evaluate strategic alternatives and effect potential strategic opportunities in ways that maximize shareholder value; the Company’s estimates for its cash runway, ability to fund operations through the end of 2024 and to continue as a going concern; the execution of the Company’s business plan, strategic roadmap, and executive leadership transition; any financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; the Company’s strategies, po¬sitioning, resources, capabilities, and expecta- tions for future performance; estimates and forecasts of financial and other performance metrics; the Company’s outlook, and financial and other guidance; and management’s strategy and plans for growth; the potential transaction contem¬plated by the indication of interest; any conditions to any such transaction; the occurrence or results of any due diligence review; and the nego¬tiation of definitive transaction documents. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: risks associated with the Company’s ability to generally execute on its business strategy, including its transition to an asset-light business model in a timely manner with sufficient liquidity; risks relating to acreage acquisition and expansion, including growing acres accessed by Benson Hill genetics in the manner and on the timeline antici- pated; risks associated with developing and maintaining partnership and licensing relationships; risks associated with maintaining relation¬ships with customers and suppliers; the risk that the Company will not realize the anticipated benefits of the divestiture of its soy processing facilities; risks associated with the loss of revenues from such facilities; risks associated with growing and managing capital resources; risks as-sociated with chang- ing industry conditions and consumer preferences; risks associated with the Company’s cost-cutting measures under its expanded Liquidity Im- provement Plan and other cost saving measures, including potentially adverse impacts on the Company’s business and prospects even if such plans are successful; the risk that the Company’s actions relating to cost-cutting measures under its expanded Liquidity Improvement Plan and other cost saving measures may be insufficient to achieve the objectives of such plans; liquidity and other risks relating to the Company’s ability to continue as a going concern, including that the Company’s estimates of its cash runway and covenant compliance may be wrong, and that the Company could utilize its available capital resources or fail to comply with certain debt covenants sooner than expected; risks associated with the Company’s ability to grow and achieve growth profitably, in¬cluding continued access to the capital resources necessary for growth; risks relating to the failure to raise additional financing to satisfy the Company’s cash needs; risks associated with the Company’s execution of its executive leadership transition, includ- ing, among others, risks re¬lating to maintaining key employee, customer, partner and supplier relationships; risks relating to the Company’s explo- ration of strategic alter¬natives; risks associated with the failure to realize the anticipated commercial or nutritional benefits of the Company’s UHP- LO soybeans and other products; risks that the benefits validated by the recent trial may not be able to be repeated or improved upon in the future, including in broadacre application; risks associated with the accuracy and repeatability of feeding trials generally; risks associated with the effects of global and regional economic, agricultural, financial and commodities market, political, social and health conditions; the effectiveness of the Company’s risk management strategies; uncertainty as to the pricing, timing or terms of any transaction with Argonautic Ventures Master SPC or any other member of the investor group, or any other alternative transactions or other strategic opportunities; the risk that the Transaction Committee will not recom¬mend any transaction with Argonautic Ventures Master SPC or any other member of the investor group; the potential inability of parties to reach agreement on definitive terms within a reasonable period; and potential contractual, legal or other obstacles to the consummation of any trans¬action; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Look- ing State¬ments” in our filings with the SEC, which are available on the SEC’s website at www.sec.gov. The Company can make no assurances that it will be able to raise additional financing, improve its liquidity position, or continue as a going concern. Nothing in this letter should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company ex¬pressly disclaims any duty to update these forward-looking statements, except as otherwise required by law.

 
v3.24.2.u1
Cover
Aug. 08, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 08, 2024
Entity Registrant Name BENSON HILL, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39835
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.0001 par value
Trading Symbol BHIL
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Central Index Key 0001830210
Amendment Flag false
Entity Ex Transition Period false
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