Form 8-K - Current report

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 9, 2023

BENSON HILL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39835

85-3374823

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1001 North Warson Rd.

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 class

Trading Symbol(s)

Name of exchange on which registered

Common stock, $0.0001 par value

BHIL

The New York Stock Exchange

Warrants exercisable for one share of common stock at an exercise price of $11.50

BHIL WS

The 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 9, 2023, Benson Hill, Inc. (the “Company”) issued a press release reporting the financial results of the Company for the quarter ended June 30, 2023. 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 supplemental information presentation to its website (bensonhill.com) and a copy of the presentation 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 presentation 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 presentation attached as Exhibits 99.1 and 99.2 hereto, the press release and presentation 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 presentation, respectively, regarding these forward-looking statements.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release, dated August 9 , 2023
99.2						Investor Presentation
104						Cover 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/ Dean Freeman
			Dean Freeman
			Chief Financial Officer

Date: August 9, 2023

Exhibit 99.1

Benson Hill Announces Second Quarter 2023 Financial Results

•Reported revenues increased 16 percent year-over-year to approximately $109 million, including a 53 percent increase in proprietary revenues.

•Reported gross profit was $3 million ($6.1 million when excluding an approximate $3.1 million impact from open mark-to-market timing differences).

•Management announced an additional expected $10 million in annualized operating cost reductions in 2024.

•The Company ended the second quarter with $118 million of cash restricted cash, and marketable securities.

•Management modifies its 2023 guidance for lower operating expenses, lower capital expenditures, and narrowing the range for consolidated gross profit.

ST. LOUIS, MO – Aug. 9, 2023 - Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a food tech company unlocking the natural genetic diversity of plants, today announced operating and financial results for the quarter ended June 30, 2023.

“Our team performed well and delivered solid second quarter results that support the outlook for a strong year in 2023,” said Deanie Elsner, Interim Chief Executive Officer of Benson Hill. “After nearly two months as interim CEO and more than four years on the Company’s Board of Directors, I continue to be impressed with our competitive advantages in technology, innovation pipeline, and the strength of the talent here. However, in light of the evolving market conditions, the time is right to initiate a broad strategic review to identify the most effective ways to unlock the Company’s full potential behind our technology platform and innovation pipeline.”

Second Quarter Results Compared to the Same Period of 2022

The following financial results exclude the completed divestiture of the Fresh business on June 30, 2023. The impact of open mark-to-market timing differences on the statement of operations and reconciliation of non-GAAP financial measures can be found in the accompanying financial tables.

•Reported revenues were $109 million, an increase of $15.4 million, or 16.5 percent. Strong customer demand and greater availability of proprietary soy ingredients, meal and edible oil products resulted in a 52.8 percent increase in proprietary revenues to $18.6 million. Non-proprietary revenues increased 11 percent due to a continuation of favorable soy and yellow pea commodity prices and strong operational execution. Reported revenues included an unfavorable $0.3 million impact from open mark-to-market timing differences.

•Gross profit was $3 million, a decrease of $2.8 million. Excluding an unfavorable impact of $3.1 million from open mark-to-market timing differences, gross profit increased by $5.6 million to $6.1 million and gross margins were 5.6 percent. Favorable top line growth was partially offset by continued inflationary and supply chain pressures.

•Operating expenses were $40.4 million, an increase of $8.1 million. The increase was driven by a $19.2 million impairment of the carrying value of goodwill. Excluding the recorded impairment, operating expenses declined by $11.1 million to $21.2 million.

•Selling, general and administrative expenses were $10.9 million, a decrease of $9.4 million or 46.5 percent due to a $6.2 million decrease in non-cash stock-based compensation.

◦R&D expenses were $10.3 million, a decrease of $1.7 million or 14.1 percent.

•Inclusive of open mark-to-market timing differences and impairment of goodwill, net loss from continuing operations, net of income taxes, was $49.1 million, an increase in the reported loss by $24 million. Adjusted EBITDA was a loss of $16.1 million compared to a loss of $14 million. Excluding the impact of open mark-to-market timing differences, the Adjusted EBITDA loss in the quarter was $13 million compared to a loss of $19.2 million.

•Cash, restricted cash, and marketable securities of $117.9 million were on hand as of June 30, 2023.

First Six-Month Results Compared to the Same Period of 2022

•Revenues were $243.7 million, an increase of $83.9 million, or 52.5 percent. Proprietary revenues were $43.9 million, an increase of 67.3 percent. Reported revenues included a favorable $6.5 million impact from open mark-to-market timing differences.

•Gross profit was $12.5 million, an increase in profitability of $15.7 million, which includes a $2.1 million impact related to favorable open mark-to-market timing differences.

•Operating expenses were $69.2 million, an increase of $4.4 million, or 6.7 percent, which includes a $19.2 million impairment of the carrying value of goodwill and a one-time $6.2 million decrease in non-cash stock-based compensation. Excluding these one-time and non-cash items, operating expenses declined by 13.3 percent to $56.2 million and included cost reductions realized through the Company’s Liquidity Improvement Plan.

•Inclusive of the mark-to-market timing differences and impairment of goodwill, the reported net loss from continuing operations, net of income taxes, was $54 million compared to a net loss of $42.5 million. Adjusted EBITDA was a loss of $26.8 million compared to a loss of $45.1 million.

2023 Outlook

Excludes the Fresh business which was divested on June 30, 2023 and was classified as discontinued operations until its divestiture.

Management reaffirmed its guidance for proprietary revenues from $100 million to $110 million, a 40 percent to 50 percent increase over the prior year. Non-proprietary revenues are expected to decline moderately on a year-over-year basis in favor of proprietary products, which continues to set the expectation for consolidated revenues to be in the range of $390 million to $430 million.

Consolidated gross profit is now expected to be $20 million to $25 million compared to the prior guidance of $20 million to $30 million. This represents a more than doubling of gross profit compared to the prior year, driven by anticipated increases in proprietary sales, a greater contribution from partnership and licensing agreements, and favorable soy commodity markets for non-proprietary product sales. This outlook includes assumptions for a continuation of inflationary pressures and challenges in supply chain logistics.

The Company is taking additional actions to reduce operating expenses by $10 million annually in 2024. The operating expense savings from the Liquidity Improvement Plan are now expected to be approximately $33 million, an increase in savings from the previously disclosed $23 million target. Management now expects to realize $15 million of operating expense savings in 2023 compared to the original $10 million target announced earlier this year. Including an unfavorable net impact of $12 million from one-time and non-cash expenses in the second quarter, management expects operating expenses in 2023 to be $122 million to $127 million and a net loss from continuing operations of $127 million to $137 million. Guidance for Adjusted EBITDA loss remains unchanged at $53 million to $58 million. Capital expenditures are expected to decline by approximately $5 million to a range of $15 million to $20 million. Guidance for free cash flow loss remains unchanged at $110 million to $118 million, given the uncertainty regarding the use of cash during the fall harvest.

Elsner added, “We are taking steps from a position of strength to ensure that we create the most value for shareholders and best orient our business to capture the opportunities ahead. Specifically, we are reducing additional costs across the organization, and the Board has retained Lazard Frères & Co. LLC to help the Company explore strategic alternatives. The Company is also exploring joint venture opportunities, partnerships with strategic and financial investors, asset sales, and licensing opportunities. We are meeting the latest challenges head on and continue to be adaptable in our approach to increasing shareholder value.”

Webcast

An earnings conference call webcast will begin at 8:30 a.m. ET today. The link to participate is available on the Investor Relations page of the Company’s website.

About Benson Hill

Benson Hill moves food forward with the CropOS® platform, a cutting-edge food innovation engine that combines data science and machine learning with biology and genetics. Benson Hill empowers innovators to unlock nature’s genetic diversity from plant to plate, with the purpose of creating nutritious, great-tasting food and ingredient options that are both widely accessible and sustainable. More information can be found at bensonhill.com or on Twitter at @bensonhillinc.

Use of Non-GAAP Financial Measures

In this press release, the Company includes references to non-GAAP performance measures. The Company uses these non-GAAP financial measures to facilitate management’s 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 press release 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. 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, as well as the negative of such statements. 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 current guidance regarding certain expected 2023 financial and operating results, including guidance regarding consolidated, proprietary and non-proprietary revenues, anticipated contribution from partnership and licensing agreements, margins, consolidated gross profit, net loss

from continuing operations, Adjusted EBITDA, run rate cash savings, operating expenses, and free cash flow; statements regarding the Company’s current expectations and assumptions regarding the industries and markets in which it operates, and macro-economic trends, including regarding commodity markets and inflationary pressures; projections of market opportunity and supply chain constraints; statements regarding the Company’s Liquidity Improvement Plan and other cost-saving measures, actions to implement such plan, and the anticipated benefits of such plans; expectations regarding revenue and gross profit mix; the Company’s ability to identify and evaluate its strategic alternatives and effect potential strategic opportunities in ways that maximize shareholder value; expectations regarding the Company’s ability to continue as a going concern; statements regarding the execution of the Company’s business plan, the strategic review of the Company’s business, and the Company’s executive leadership transition;; expectations regarding future costs and uses of free cash flow; expectations regarding the unwinding of mark-to-market timing differences and the Company’s assessment of its futures contracts; any financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; expectations regarding the Company’s hedging and other risk management strategies, including expectations about future sales and purchases that relate to the Company’s mark-to-market adjustments and the fair valuation of futures contracts; 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. Factors that may cause actual results to differ materially from current expectations and guidance include, but are not limited to: risks associated with the Company’s Liquidity Improvement Plan and other cost saving measures, including potentially adverse impacts on the Company’s business and prospects even if such plan are successful; the risk that the Company’s actions relating to its 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; the risk that the Company will be unable to renegotiate or retire any of its existing debt by entering into an amended or new facility in a timely manner, on favorable terms, or at all; risks relating to the failure to realize the anticipated benefits of the Company’s shelf registration statement, including its at-the-market facility, or otherwise failing to raise equity or other capital to supplement its 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 hedging and other risk management strategies, including expectations about future sales and purchases that relate to the Company’s mark-to-market adjustments and the fair valuation of futures contracts; the risk that the Company will not realize the anticipated benefits of the divestiture of the Fresh business; risks associated with managing capital resources; risks associated with maintaining relationships with customers and suppliers and developing and maintaining partnering and licensing relationships; risks associated with changing industry conditions and consumer preferences; risks associated with the Company’s ability to generally execute on its business strategy; risks associated with the effects of global and regional economic, agricultural, financial and commodities market, political, social and health conditions; risks associated with the Company’s transition to becoming a public company; 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. Forward-looking statements are also subject to the risks and other issues described above under “Use of Non-GAAP Financial Measures,” which could cause actual results to differ materially from current expectations included in the Company’s forward-looking statements included in this press release. Nothing in this press release 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, including without limitation, any expectations about our operational and financial performance or achievements. 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: Ruben Mella: (314) 714-6313 / rmella@bensonhill.com

Media: Christi Dixon: (636) 359-0797 / cdixon@bensonhill.com

Benson Hill, Inc.

Material Items Included in Consolidated Revenues and Cost of Sales
(In Thousands)

Currently, the Company does not seek cash flow hedge accounting treatment for its derivative financial instruments; thus changes in fair value are reflected in current earnings.

Mark-to-market timing difference comprises the estimated net temporary impact resulting from unrealized period-end gains/losses associated with the fair valuation of futures contracts associated with the Company’s committed future operating capacity. These mark-to-market timing differences are not indicative of the Company’s operating performance.

The table below summarizes the pre-tax gains and losses related to derivatives and contract assets and liabilities:


	Six Months Ended June 30, 2023
			Open Mark-to-Market Timing Differences
	YTD Reported		Q1 Impact		Q2 Impact		YTD Impact		YTD Excluding
Revenues	$	243,681	$	6,725	$	(275)	$	6,450	$	237,231
Gross profit	$	12,491	$	5,229	$	(3,110)	$	2,119	$	10,372
Total operating expenses	$	69,199	$	—	$	—	$	—	$	69,199
Net loss from continuing operations, net of income taxes	$	(53,960)	$	5,229	$	(3,110)	$	2,119	$	(56,079)
Adjusted EBITDA	$	(26,822)	$	5,229	$	(3,110)	$	2,119	$	(28,941)

•See Adjusted EBITDA reconciliation in the accompanying financial tables.

Benson Hill, Inc.

Condensed Consolidated Balance Sheets (Unaudited)
(In Thousands, Except Per Share Data)


	June 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	13,882	$	25,053
Marketable securities	80,514		132,121
Accounts receivable, net	36,456		28,591
Inventories, net	42,670		62,110
Prepaid expenses and other current assets	28,941		29,346
Current assets of discontinued operations	4,226		23,507
Total current assets	206,689		300,728
Property and equipment, net	99,658		99,759
Finance lease right-of-use assets, net	63,185		66,533
Operating lease right-of-use assets	5,628		1,660
Goodwill and intangible assets, net	7,774		27,377
Other assets	9,367		4,863
Total assets	$	392,301	$	500,920

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	20,607	$	36,717
Finance lease liabilities, current portion	3,725		3,318
Operating lease liabilities, current portion	1,310		364
Long-term debt, current portion	2,246		2,242
Accrued expenses and other current liabilities	22,224		33,435
Current liabilities of discontinued operations	4,031		16,441
Total current liabilities	54,143		92,517
Long-term debt, less current portion	105,185		103,991
Finance lease liabilities, less current portion	75,746		76,431
Operating lease liabilities, less current portion	6,512		1,291
Warrant liabilities	11,732		24,285
Conversion option liabilities	1,983		8,091
Deferred income taxes	155		283
Other non-current liabilities	242		129
Total liabilities	255,698		307,018
Stockholders’ equity:
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 207,467 and 206,668 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	21		21
Additional paid-in capital	608,522		609,450
Accumulated deficit	(468,369)		(408,474)
Accumulated other comprehensive loss	(3,571)		(7,095)
Total stockholders’ equity	136,603		193,902
Total liabilities and stockholders’ equity	$	392,301	$	500,920

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,
	2023		2022		2023		2022
Revenues	$	109,038	$	93,631	$	243,681	$	159,757
Cost of sales	106,070		87,889		231,190		162,950
Gross profit (loss)	2,968		5,742		12,491		(3,193)
Operating expenses:
Research and development	10,313		12,006		22,955		24,301
Selling, general and administrative expenses	10,851		20,281		27,018		40,536
Impairment of goodwill	19,226		—		19,226		—
Total operating expenses	40,390		32,287		69,199		64,837
Loss from operations	(37,422)		(26,545)		(56,708)		(68,030)
Other (income) expense:
Interest expense, net	6,874		3,442		13,246		9,830

Changes in fair value of warrants and conversion option	3,036		(5,899)		(18,660)		(37,640)
Other expense, net	1,921		954		2,789		2,285
Total other (income) expense, net	11,831		(1,503)		(2,625)		(25,525)
Net loss from continuing operations before income taxes	(49,253)		(25,042)		(54,083)		(42,505)
Income tax expense (benefit)	(138)		56		(123)		17
Net loss from continuing operations, net of income taxes	(49,115)		(25,098)		(53,960)		(42,522)
Net (loss) income from discontinued operations, net of tax	(7,726)		(2,456)		(5,935)		(1,608)
Net loss attributable to common stockholders	$	(56,841)	$	(27,554)	$	(59,895)	$	(44,130)

Net loss per common share:
Basic and diluted net loss per common share from continuing operations	$	(0.26)	$	(0.14)	$	(0.29)	$	(0.24)
Basic and diluted net loss per common share from discontinued operations	$	(0.04)	$	(0.01)	$	(0.03)	$	(0.01)
Basic and diluted total net loss per common share	$	(0.30)	$	(0.15)	$	(0.32)	$	(0.25)
Weighted average shares outstanding:
Basic and diluted weighted average shares outstanding	187,725		185,530		187,421		173,189

Benson Hill, Inc.

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(In Thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net loss attributable to common stockholders	$	(56,841)	$	(27,554)	$	(59,895)	$	(44,130)
Foreign currency:
Comprehensive income (loss)	—		20		—		(45)
	—		20		—		(45)
Marketable securities:
Comprehensive income (loss)	4,662		(4,393)		6,568		(8,159)
Adjustment for net income (loss) realized in net loss	(1,994)		1,022		(3,044)		2,229
	2,668		(3,371)		3,524		(5,930)
Total other comprehensive income (loss)	2,668		(3,351)		3,524		(5,975)
Total comprehensive loss	$	(54,173)	$	(30,905)	$	(56,371)	$	(50,105)

Benson Hill, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)


	Six Months Ended June 30,
	2023		2022
Operating activities
Net loss	$	(59,895)	$	(44,130)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	10,596		10,942
Stock-based compensation expense	(1,214)		11,359
Bad debt expense	(197)		445
Changes in fair value of warrants and conversion option	(18,660)		(37,640)
Accretion and amortization related to financing activities	4,318		5,875

Realized losses on sale of marketable securities	3,044		2,229
Impairment of goodwill	19,226		—
Other	2,593		3,521
Changes in operating assets and liabilities:
Accounts receivable	(1,614)		(5,469)
Inventories	31,072		9,117
Other assets and other liabilities	909		5,293
Accounts payable	(23,708)		(12,722)
Accrued expenses	(10,751)		(7,552)
Net cash used in operating activities	(44,281)		(58,732)
Investing activities
Purchases of marketable securities	(75,050)		(248,637)
Proceeds from maturities of marketable securities	41,759		9,549
Proceeds from sales of marketable securities	84,385		170,217
Purchase of property and equipment	(6,956)		(5,637)
Acquisition, net of cash acquired	—		(1,034)
Proceeds from divestiture of discontinued operations	1,928		—
Other	36		—
Net cash provided by (used in) investing activities	46,102		(75,542)
Financing activities
Contributions from PIPE Investment, net of transaction costs $3,761 in 2022	—		81,234

Repayments of long-term debt	(4,313)		(4,576)
Proceeds from issuance of long-term debt	—		24,078
Payments of debt issuance costs	(2,000)		(38)
Borrowing under revolving line of credit	—		12,491
Repayments under revolving line of credit	—		(11,783)
Payments of finance lease obligations	(1,595)		(629)
Proceeds from exercise of stock awards, net of withholding taxes	140		1,351

Net cash (used in)/provided by financing activities	(7,768)		102,128
Effect of exchange rate changes on cash	—		(45)
Net decrease in cash and cash equivalents	(5,947)		(32,191)
Cash, cash equivalents and restricted cash, beginning of period	43,321		78,963
Cash, cash equivalents and restricted cash, end of period	$	37,374	$	46,772


Supplemental disclosure of cash flow information
Cash paid for taxes	$	2	$	1
Cash paid for interest	$	9,555	$	5,900
Supplemental disclosure of non-cash activities


PIPE Investment issuance costs included in accrued expenses and other current liabilities	$	—	$	362
Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities	$	333	$	2,255

Financing leases commencing in the period	$	—	$	806

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 option, 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 are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net loss from continuing operations	$	(49,115)	$	(25,098)	$	(53,960)	$	(42,522)
Interest expense, net	6,874		3,442		13,246		9,830
Income tax expense (benefit)	(138)		56		(123)		17
Depreciation and amortization	5,333		5,048		10,596		9,940
Stock-based compensation	(4,073)		5,676		(1,259)		11,359
Changes in fair value of warrants and conversion option	3,036		(5,899)		(18,660)		(37,640)
Impairment of goodwill	19,226		—		19,226		—
Severance	1,126		124		1,238		289
Other	1,642		2,649		2,874		3,584
Total Adjusted EBITDA	$	(16,089)	$	(14,002)	$	(26,822)	$	(45,143)

Adjustments to reconcile estimated 2023 net loss from continuing operations to estimated Adjusted EBITDA are as follows:


	2023 Estimate*
Consolidated net loss from continuing operations	$	(127,000)	to	$	(137,000)
Interest expense, net	27,000		to	29,000
Depreciation and amortization	21,000		to	23,000
Stock-based compensation	7,000		to	8,000
Impairment of goodwill	19,000		to	19,000
Total Adjusted EBITDA	$	(53,000)	to	$	(58,000)

Adjustments to reconcile the estimated 2023 free cash flow are as follows:


	2023 Estimate*
Consolidated net loss from continuing operations	$	(127,000)	to	$	(137,000)
Depreciation and amortization	21,000		to	23,000
Stock-based compensation	7,000		to	8,000
Impairment of goodwill	19,000		to	19,000
Changes in working capital	(17,000)		to	(19,000)
Other	2,000		to	8,000
Net Cash Used in Operating Activities	$	(95,000)	to	$	(98,000)
Payments for the acquisition of property and equipment	(15,000)		to	(20,000)
Free Cash Flow	$	(110,000)	to	$	(118,000)

* Categories such as income tax expense (benefit) and changes in fair value of warrants and conversion option, and significant non-recurring items may impact the actual full-year non-GAAP reconciliation for both Adjusted EBITDA and Free Cash Flow. These amounts cannot be estimated at this time.

SECOND QUARTER 2023 FINANCIAL RESULTS AND OUTLOOK August 9, 2023 Exhibit 99.2

Disclaimers CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this presentation 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 future financial or operating performance of Benson Hill Inc. (the “Company” or “Benson Hill”) and may be identified by words such as “ may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict” or similar words, as well as the negative of such statements. 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 plans to improve the Company’s capital structure and liquidity position; management’s strategy and plans for growth, including those expected to be associated with the Liquidity Improvement Plan and other cost saving measures; statements regarding the Company’s Liquidity Improvement Plan and other cost-saving measures, actions to implement such plans, and the anticipated benefits of such plans; the Company’s current guidance regarding certain expected 2023 financial and operating results, including consolidated and proprietary revenues, consolidated gross profit, operating expense, net loss from continuing operations, Adjusted EBITDA, capital expenditures and free cash flow loss; anticipated benefits of the Company’s existing and potential future strategic partnerships and licensing arrangements; expectations regarding the sources of expected consolidated revenue and gross profit growth, including greater contribution from higher margin product mix, the Company's ability to identify and evaluate its strategic alternatives and effect potential strategic opportunities in ways that maximize shareholder value; expectations regarding the Company's ability to continue as a going concern; statements regarding the execution of the Company's business plan, the strategic review of the Company's business, and the Company's executive leadership transition; the Company’s ability to evaluate its strategic alternatives and effect on potential strategic opportunities; partnerships and licensing; the Company’s positioning, resources, capabilities, and expectations for future performance; management’s strategies and plans for growth; and projections of consumer preferences, industry trends and market opportunity through and including 2028 and beyond. Factors that may cause actual results to differ materially from current expectations include, but are not limited to risks associated with the Company’s inability to improve its capital structure and liquidity position, or otherwise fail to execute on the actions expected to be associated with the Liquidity Improvement Plan and other cost-saving measures; the Company’s ability to continue as a going concern; 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; the risk that the Company will be unable to retire any of its existing debt early or enter into a new lending facility in a timely manner, on favorable terms, or at all; the risk that the Company will fail to realize the anticipated benefits of its existing shelf registration statement, including its existing at the market facility, or otherwise fail to raise equity capital to supplement its cash needs; risks relating to potential dilution, including in connection with the Company's existing at the market facility or any other equity offering; the risk that even if the actions expected to be associated with the Liquidity Improvement Plan are successful, such actions could have long term adverse effects on the Company's business, including the Company's research and development initiatives and the Company's ability to commercialize its product candidates; risks associated with the possibility that the Company could be forced to reduce expenses beyond current planned cost reduction initiatives, including the risk that the Company's growth strategy could be compromised as a result; the risk that the Company will not realize the anticipated benefits of the divestiture of the Fresh business in a timely manner or at all; risks associated with managing capital resources; risks associated with maintaining relationships with customers and suppliers and developing and maintaining partnering and licensing relationships; risks associated with changing industry conditions and consumer preferences; risks associated with the Company’s ability to generally execute on its business strategy; 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 associated with the effects of global and regional economic, agricultural, financial and commodities markets; 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. Nothing in this presentation 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, including, without limitation, any expectations about our operational and financial performance or achievements through and including 2028 and beyond. 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. In addition, the Company has and may in the future modify how it calculated non-GAAP performance measures. USE OF NON-GAAP FINANCIAL MEASURES In this presentation, the Company includes references to non-GAAP performance measures. The Company uses these non-GAAP financial measures to facilitate management’s 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. Because non-GAAP financial measures exclude the effect of items that will increase or decrease the Company’s reported results of operations, the Company's management strongly encourages investors to review the Company’s 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 presentation.

OUR MISSION TO LEAD THE PACE OF INNOVATION IN .THE FOOD SYSTEM.

DATA SCIENCE / PLANT SCIENCE / FOOD SCIENCE

Others Advantage Source: Benson Hill internal estimates as of August 2023 Time Advantage World-leading ultra-high protein & high yield commercial germplasm No commercial ultra-high protein germplasm ~6-10 years R&D Advantage Limited or no protein testing Significant AI- breeding ~2-3 years Data Advantage Limited or no protein data Proprietary protein data yield & agronomic data Genomic data Expression data AI predictions ~2-3 years Business Model Traditional, siloed business model Beyond farm gate Ingredient model ~3 years Substantial Scale Limited or no quality focus ~350k acres contracted through 2023 ~3 years Estimated 6-10 YearsAdvantage With Multiple Differentiators Benson Hill Competitive Advantage: Seed-to- Ingredient Capabilities

. 3.

Wave of Next-Generation Products IN THE WORKS GEN2: >60% PPC GEN1.1: +Better Carbs GEN2.1:+ Improved Flavor UP NEXT GEN1: 60% PPC GEN2: +60% White Flake Protein GEN1.1: +Herbicide Tolerance WHERE WE ARE Commercial: 60% White Flake Protein, Better Carbohydrate Commercial: 60% Meal Protein, Low Antinutrients Commercial: High-Oleic Oil, Better Carbohydrate Prototype: 60% Pea Protein Concentrate (PPC) Soy High Protein Ingredient Solutions Yellow Pea Protein Soy Animal Protein Soy Dual Value MARKET Meat Alternatives, Bakery & Confectionary, Dairy Alternatives Value Inflection GEN2.1: +62% Meal Protein, Better Nutrition GEN3.1: +Better Nutrition GEN2.2: +High-Oleic Oil GEN2.3: +Improved Flavor GEN3.1: +Improved Flavor Pet Food, Alt Meat & Meat Extensions, Cereals & Bakery Aquaculture Pet Food, Poultry & Swine Food Oils (Packaged, Commercial), Biodiesel GEN1.1:+ Higher Yield GEN1.2:+ Herbicide Tolerance GEN2: +62% White Flake Protein GEN3: +65% White Flake Protein PLATFORM INNOVATION (~3-4 YRS) PROOF OF VALUE (~2-3 YRS)2023 GEN3: +62% White Flake Protein Gen 0.1: +25% High Oil GEN4: +65% White Flake Protein GEN 1.1: Higher Yield GEN1.2: +Herbicide Tolerance GEN2: +62% Meal Protein GEN3: +65% Meal Protein Expected launch timelines are all approximate Commercialization is dependent on multiple factors

• Market entry • Build relationships across the value chain • Low capital investment Step 1 The Foundation • Prove proprietary product concept • Ensure traceability • Capital investment and strategic partnerships Step 2 Integrated Route to Market • Pursue broad acre opportunity through partnerships/licensing • Scale beyond the initial proving ground acreage • Greatest capital efficiency Step 3 Broad Adoption Yellow Pea Soybean Growth Playbook Relies on Partnerships and Licensing

Successful Closed Loop Model Execution Incubation Scalability Targeted acceleration

IP ROBUST PARTNERSHIP MODELS EXISTING MARKETS NEW LARGE MARKET ADJACENCIES INTERNATIONAL MARKETS LARGE-ACRE LIVESTOCK FEED Evolution Through Technology

Attractive Market Fit UHP LO UHP Enlist E3® Ultra-High Protein with low oligosaccharides currently in market Ultra-High Protein with Enlist E3® varieties expected in 2025

Proven Proprietary Products are Well Suited for Global Expansion P lant-bas ed meat AquaBenson Hill U.S. and International headquarters

Strategic Levers for Value Creation Unique Seed to Ingredient Capabilities Effectively Validate and Rapidly Scale High-Value Innovative Ingredients License Powerful Platform into New Crops

Moderation in the specialty oils market from exceptional high-levels in 2022 and 2023 Market Dynamics Impacting Specialty Industry Bumper crop in Brazil are pressuring export prices into the EU for aquaculture Weaker demand in premium markets such as plant-based meat Reversal of supply chain dislocations are increasing imports from Asia/China into the U.S. 1. 2. 3. 4.

Platform Products Pipeline People Partners Next Evolution of Benson Hill’s Winning Combination EXPLORING A BROAD RANGE OF STRATEGIC ALTERNATIVES The Board has engaged Lazard Frères & Co. LLC to assist in exploring strategic alternatives. The Company is also exploring joint venture opportunities, partnerships with strategic and financial investors, asset sales, and licensing opportunities to unlock the Company’s full potential behind its technology platform and innovation pipeline.

OUR MISSION TO LEAD THE PACE OF INNOVATION IN .THE FOOD SYSTEM.

Company Milestones Established Infrastructure and Scaling Capability Source: Company filings, press releases. 20222021 April 5, 2022 Announced strategic alliance with Scandinavian protein producer Denofa to scale sustainable soy protein ingredients in the Northern European aquafeed sector August 8, 2022 Long-term strategic partnership with ADM to scale innovative UHP soy ingredients for North American food ingredients market October 27, 2021 Launch of Crop Accelerator, a 47,000 square-foot research facility located in St. Louis, MO December 15, 2021 First commercial harvest of ultra-high protein (“UHP”) soybean varieties January 4, 2022 Acquisition of ZFS Creston, an established food-grade soy flour manufacturing operation in Iowa, for ~$100 million February 2, 2022 Announced collaboration with trout farmer Riverence to provide soy ingredients for the aquaculture supply chain April 4, 2022 Partnership with MorningStar Farms® (part of Kellogg’s) to provide the Company with a sustainable, plant-based soy ingredient 2023 September 30, 2021 Business combination with Star Peak Corp II February 10, 2022 Launch of Benson Hill’s soy protein ingredients portfolio January 3, 2023 Announced disposal of Benson Hill’s Fresh business segment

MINIMIZE WORKING CAPITAL REQUIREMENTS REDUCE OPEX WHILE RETAINING VALUE FOCUSED ASSET BASE Executing Liquidity Improvement Plan • Explore strategic options for Seymour, IN, facility • Drive capacity utilization in Creston, IA, and with strategic partner assets • Expect ~$33 million of run rate savings by 2024 vs. previous target of at least $20 million • Maintain product focus and core value capabilities • Optimize acreage targets • Tightly control inventory levels Cost and operational improvements targeted to drive ~$65-$85 million in liquidity savings through 2024

Second Quarter 2023 Results Second Quarter Ended June 30, 2023 Prior Year Comparison (Excluding Timing Differences) (Unaudited) (USD in millions) Excludes Fresh Business1 Reported Impact of Open Mark-to-Market Timing difference Excl Open Mark-to- Market Timing Differences 2Q’22 Results4 2Q’23 vs 2Q’22 Consolidated Revenue $109.0 $0.3 $109.3 $89.7 +21.9% Proprietary $18.6 $0.2 $18.8 $12.1 +55% Consolidated Gross Profit $3.0 $3.1 $6.1 $0.5 +$5.6 Operating Expense w/o Adj. $27.4 $27.4 $32.3 -14.9% Non-Cash stock-based Comp $(6.2) $(6.2) Goodwill Impairment $19.2 $19.2 Operating Expense $40.4 $40.4 $32.2 +25.5% Net Loss from Continuing Operations (Net of Income Tax) $(49.1) $3.1 $(46.0) $(30.3) $15.7 Total Adj. EBITDA2 $(16.1) $3.1 $(13.0) $(19.2) +$6.2 Capital Expenditures $4.3 $4.3 $1.3 +$3.0 Free Cash Flow Loss2 $(14.1) $(14.1) $(10.0) $(4.1) Cash, Restricted Cash and Marketable Securities (as of June 30, 2023)3 $118 1. The Fresh business was divested on June 30, 2023. 2. See the reconciliation table in the Appendix. 3. Includes cash from both continuing and discontinued operations. 4. See Appendix. Revenue and Gross Profit Drivers • Strong proprietary and non-proprietary revenue growth • Robust gross profit result when excluding open mark-to-market timing differences Operating Expense • Recognized a portion of savings from the Liquidity Improvement Plan • Recorded an approximate $19 million non-cash impairment for the carrying value of goodwill 2Q’23 Performance

First Six Months 2023 Results First Six Months Ended June 30, 2023 Prior Year Comparison (Excluding Timing Differences) (Unaudited) (USD in millions) Excludes Fresh Business1 Reported Impact of Open Mark-to-Market Timing difference Excl Open Mark-to- Market Timing Differences 1H’22 Results3 1H’23 vs 1H’22 Consolidated Revenue $243.7 $(6.5) $237.2 $160.9 +47.4% Proprietary $43.9 $(0.7) $43.2 $26.3 +64.3% Consolidated Gross Profit $12.5 $(2.1) $10.4 $(0.2) +$10.6 Operating Expense w/o Adj. $56.2 $56.2 $64.8 -13.3% Non-Cash stock-based Comp $(6.2) $(6.2) Goodwill Impairment $19.2 $19.2 Operating Expense $69.2 $69.2 $64.8 +7.0% Net Loss from Continuing Operations (Net of Income Tax) $(54.0) $(2.1) $(56.1) $(39.5) +$16.6 Total Adj. EBITDA2 $(26.8) $(2.1) $(28.9) $(42.1) +$13.2 Capital Expenditures $6.9 $6.9 $2.5 +$4.4 Free Cash Flow Loss2 $(57.2) $(57.2) $(65.9) +$8.7 Well positioned at the halfway point of the year Revenue and Gross Profit Drivers • Proprietary revenues in line with expectations • Non-proprietary revenue growth driven by favorable crush margins and >$20 million one-time shipment of non-proprietary beans to Europe Adjusted EBITDA & Free Cash Flow • Significant year-over-year improvement in line with expectation Drivers of Performance 1. The expected and actual results exclude the Fresh business divested on June 30, 2023, and was classified as discontinued operations until its divestiture. 2. See the reconciliation table in the Appendix. 3. See Appendix.

Modified 2023 Guidance 2023 Guidance (USD in millions) Excludes Fresh Business1 Revised Prior Consolidated Revenue $390 - $430 $390 - $430 Proprietary $100 - $110 $100 - $110 Consolidated Gross Profit $20 - $25 $20 - $30 Operating Expense w/o Adj. $110 - $115 $115 - $120 Non-Cash stock-based Comp $(7) Goodwill Impairment $19 Operating Expense $122 - $127 $115 - $120 Net Loss from Continuing Operations (Net of Income Tax)2 $(127) - $(137) $(115) - $(125) Total Adjusted EBITDA3 $(53) - $(58) $(53) - $(58) Capital Expenditures $15 - $20 $20 - $25 Free Cash Flow Loss2 $(110) - $(118) $(110) - $(118) 1 The expected and actual results exclude the Fresh business divested on June 30, 2023, and was classified as discontinued operations until its divestiture. 2 Revised guidance for net loss from continuing operations, net of income tax, includes non-cash items for stock-based compensation and goodwill impairment. Excluding the net $12 million of one-time items, the expected net loss would be $(115) million to $($125) million. 3 See the reconciliation table in the Appendix. 2023 Expectations Proprietary Products • Expect approximately 40% to 50% revenue growth Gross Profit • Narrowing prior guidance to expect >2x gross profit growth versus the prior year Liquidity Improvement Plan • Additional $10 million reduction expected in 2024 o Total annualized run rate reduction in 2024 increases to ~$33 million • Expect to recognize $15 million of savings in 2023 compared to the original $10 million

On Trac k for S trong P erformanc e in 2023 SECOND QUARTER Strong proprietary and non-proprietary revenue growth Favorable gross profit result Realized savings from the Liquidity Improvement Plan One-time non-cash items recorded in operating expense SECOND HALF OUTLOOK Well-positioned at the halfway point of the year Executing plan to realize an expected additional $10 million in annual cost reductions in 2024 Updated guidance to include ~$5 million of OPEX savings and ~$5 million of CAPEX savings Harvest of 2023 proprietary crop

Q&A

Appendix

Second Quarter 2022 Results Second Quarter Ended June 30, 2022 (Unaudited) (USD in millions) Excludes Fresh Business Reported Impact of Open Mark-to-Market Timing difference Excl Open Mark-to- Market Timing Differences Consolidated Revenue $93.6 $(3.9) $89.7 Proprietary $12.1 $12.1 Consolidated Gross Profit $5.7 $(5.2) $0.5 Operating Expense $32.3 $32.3 Net Loss from Continuing Operations $(25.1) $(5.2) $(30.3) Total Adj. EBITDA $(14.0) $(5.2) $(19.2) First Six Months 2022 Results First Six Months Ended June 30, 2022 (Unaudited) (USD in millions) Excludes Fresh Business Reported Impact of Open Mark-to-Market Timing difference Excl Open Mark-to- Market Timing Differences Consolidated Revenue $159.8 $1.2 $161.0 Proprietary $26.3 $26.3 Consolidated Gross Profit $(3.2) $3.0 $(0.2) Operating Expense $64.8 $64.8 Net Loss from Continuing Operations $(42.5) $3.0 $(39.5) Total Adj. EBITDA $(45.1) $3.0 $(42.1) Actual results shown here exclude the Fresh business divested on June 30, 2023, and was classified as discontinued operations until its divestiture.

Condensed Consolidated Statements of Operations (unaudited) (USD in thousands, except per share information) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues $ 109,038 $ 93,631 $ 243,681 $ 159,757 Cost of sales 106,070 87,889 231,190 162,950 Gross profit (loss) 2,968 5,742 12,491 (3,193) Operating expenses: Research and development 10,313 12,006 22,955 24,301 Selling, general and administrative expenses 10,851 20,281 27,018 40,536 Impairment of goodwill 19,226 — 19,226 — Total operating expenses 40,390 32,287 69,199 64,837 Loss from operations (37,422) (26,545) (56,708) (68,030) Other (income) expense: Interest expense, net 6,874 3,442 13,246 9,830 Changes in fair value of warrants and conversion option 3,036 (5,899) (18,660) (37,640) Other expense, net 1,921 954 2,789 2,285 Total other (income) expense, net 11,831 (1,503) (2,625) (25,525) Net loss from continuing operations before income taxes (49,253) (25,042) (54,083) (42,505) Income tax expense (138) 56 (123) 17 Net loss from continuing operations, net of income taxes (49,115) (25,098) (53,960) (42,522) Net (loss) income from discontinued operations, net of tax (7,726) (2,456) (5,935) (1,608) Net loss attributable to common stockholders $ (56,841) $ (27,554) $ (59,895) $ (44,130) Net loss per common share: Basic and diluted net loss per common share from continuing operations $ (0.26) $ (0.14) $ (0.29) $ (0.24) Basic and diluted net loss per common share from discontinued operations $ (0.04) $ (0.01) $ (0.03) $ (0.01) Basic and diluted total net loss per common share $ (0.30) $ (0.15) $ (0.32) $ (0.25) Weighted average shares outstanding: Basic and diluted weighted average shares outstanding 187,725 185,530 187,421 173,189

Condensed Consolidated Balance Sheets (unaudited) (USD in thousands) June 30, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 13,882 $ 25,053 Marketable securities 80,514 132,12 Accounts receivable, net 36,456 28,591 Inventories, net 42,670 62,11 Prepaid expenses and other current assets 28,941 29,34 Current assets of discontinued operations 4,226 23,50 Total current assets 206,689 300,72 Property and equipment, net 99,658 99,759 Finance lease right-of-use assets, net 63,185 66,53 Operating lease right-of-use assets 5,628 1,660 Goodwill and intangible assets, net 7,774 27,37 Other assets 9,367 4,863 Total assets $ 392,301 $ 500,92 June 30, 2023 December 31, 2022 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 20,607 $ 36,71 Finance lease liabilities, current portion 3,725 3,31 Operating lease liabilities, current portion 1,310 364 Long-term debt, current portion 2,246 2,242 Accrued expenses and other current liabilities 22,224 33,435 Current liabilities of discontinued operations 4,031 16,441 Total current liabilities 54,143 92,517 Long-term debt, less current portion 105,185 103,991 Finance lease liabilities, less current portion 75,746 76,431 Operating lease liabilities, less current portion 6,512 1,291 Warrant liabilities 11,732 24,285 Conversion option liabilities 1,983 8,091 Deferred income taxes 155 283 Other non-current liabilities 242 129 Total liabilities 255,698 307,018 Stockholders’ equity: Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 207,467 and 206,668 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively 21 21 Additional paid-in capital 608,522 609,450 Accumulated deficit (468,369) (408,474) Accumulated other comprehensive loss (3,571) (7,095) Total stockholders’ equity 136,603 193,902 Total liabilities and stockholders’ equity $ 392,301 $ 500,920

Condensed Consolidated Statements of Cash Flows (unaudited) (USD in thousands) Six Months Ended June 30, 2023 2022 Operating activities Net loss $ (59,895) $ (44,130) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 10,596 10,942 Stock-based compensation expense (1,214) 11,359 Bad debt expense (197) 445 Changes in fair value of warrants and conversion option (18,660) (37,640) Accretion and amortization related to financing activities 4,318 5,875 Realized losses on sale of marketable securities 3,044 2,229 Impairment of goodwill 19,226 — Other 2,593 3,521 Changes in operating assets and liabilities: Accounts receivable (1,614) (5,469) Inventories 31,072 9,117 Other assets and other liabilities 909 5,293 Accounts payable (23,708) (12,722) Accrued expenses (10,751) (7,552) Net cash used in operating activities (44,281) (58,732) Investing activities Purchases of marketable securities (75,050) (248,637) Proceeds from maturities of marketable securities 41,759 9,549 Proceeds from sales of marketable securities 84,385 170,217 Purchase of property and equipment (6,956) (5,637) Acquisition, net of cash acquired — (1,034) Proceeds from divestiture of discontinued operations 1,928 — Other 36 — Net cash provided by (used in) investing activities 46,102 (75,542) Six Months Ended June 30, 2023 2022 Financing activities Contributions from PIPE Investment, net of transaction costs $3,761 in 2022 — 81,234 Repayments of long-term debt (4,313) (4,576) Proceeds from issuance of long-term debt — 24,078 Payments of debt issuance costs (2,000) (38) Borrowing under revolving line of credit — 12,491 Repayments under revolving line of credit — (11,783) Payments of finance lease obligations (1,595) (629) Proceeds from exercise of stock awards, net of withholding taxes 140 1,351 Net cash (used in)/provided by financing activities (7,768) 102,128 Effect of exchange rate changes on cash — (45) Net decrease in cash and cash equivalents (5,947) (32,191) Cash, cash equivalents and restricted cash, beginning of period 43,321 78,963 Cash, cash equivalents and restricted cash, end of period $ 37,374 $ 46,772 Supplemental disclosure of cash flow information Cash paid for taxes $ 2 $ 1 Cash paid for interest $ 9,555 $ 5,900 Supplemental disclosure of non-cash activities PIPE Investment issuance costs included in accrued expenses and other current liabilities $ — $ 362 Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities $ 333 $ 2,255 Financing leases commencing in the period $ — $ 806

Non-GAAP Reconciliation1 (USD in thousands) 1 The expected and actual results exclude the Fresh business divested on June 30, 2023, and was classified as discontinued operations until its divestiture. The following financial measures used in this presentation are 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 consolidated net loss from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, change in fair value of warrants and conversion option, goodwill and long-lived asset impairment, restructure-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. Categories such as income tax expense (benefit), changes in fair value of warrants and conversion option, and significant non-recurring items may impact the actual full-year non-GAAP reconciliation for Adjusted EBITDA and Free Cash Flow. These amounts cannot be estimated at this time. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss from continuing operations $ (49,115) $ (25,098) $ (66,952) $ (44,130) Depreciation and amortization 5,333 5,048 10,596 9,940 Stock-based compensation (4,073) 5,676 6,108 11,359 Changes in fair value of warrants and conversion 3,036 (5,899) (18,660) (37,640) Impairment of goodwill 19,226 — 19,226 — Change in working capital 9,252 6,606 (4,093) (11,333) Other 6,554 5,010 9,757 12,070 Net Cash Used on Operating Activities $ (9,787) $ (8,657) $ (44,018) $ (58,732) Purchase of property and equipment (4,276) (1,300) (6,956) (5,637) Free Cash Flow $ (14,063) $ (9,957) $ (50,974) $ (64,369) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss from continuing operations $ (49,115) $ (25,098) $ (53,960) $ (42,522) Interest expense, net 6,874 3,442 13,246 9,830 Income tax expense (benefit) (138) 56 (123) 17 Depreciation and amortization 5,333 5,048 10,596 9,940 Stock-based compensation (4,073) 5,676 (1,259) 11,359 Changes in fair value of warrants and conversion 3,036 (5,899) (18,660) (37,640) Impairment of goodwill 19,226 — 19,226 — Severance 1,126 124 1,238 289 Other 1,642 2,649 2,874 3,584 Total Adjusted EBITDA $ (16,089) $ (14,002) $ (26,822) $ (45,143)

Non-GAAP Reconciliation1 (USD in millions) 2023E Consolidated net loss from continuing operations $ (127) – (137) Interest expense, net 27 – 29 Depreciation and amortization 21 – 23 Stock-based compensation 7 – 8 Impairment of goodwill 19 Total Adjusted EBITDA $ (53) – (58) 2023E Consolidated net loss from continuing operations $ (127) – (137) Depreciation and amortization 21 – 23 Stock-based compensation 7 – 8 Impairment of goodwill 19 Changes in working capital (17) – (19) Other 2 – 8 Net Cash Used on Operating Activities $ (95) – (98) Payments for acquisition of property and equipment (15) – (20) Free Cash Flow $ (110) – (118) The following financial measures used in this presentation are 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 consolidated net loss from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, change in fair value of warrants and conversion option, goodwill and long-lived asset impairment, restructure-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. Categories such as income tax expense (benefit), changes in fair value of warrants and conversion option, and significant non-recurring items may impact the actual full-year non-GAAP reconciliation for Adjusted EBITDA and Free Cash Flow. These amounts cannot be estimated at this time. 1 The expected and actual results exclude the Fresh business divested on June 30, 2023, and was classified as discontinued operations until its divestiture.

Cover	Aug. 09, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 09, 2023
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.
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
Entity Emerging Growth Company	true
Entity Central Index Key	0001830210
Amendment Flag	false
Entity Ex Transition Period	false
Common stock, $0.0001 par value
Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	BHIL
Security Exchange Name	NYSE
Warrants exercisable for one share of common stock at an exercise price of $11.50
Entity Information [Line Items]
Title of 12(b) Security	Warrants exercisable for one share of common stock at an exercise price of $11.50
Trading Symbol	BHIL WS
Security Exchange Name	NYSE