Benson Hill Announces Divestiture of Its Fresh Business

st. Lewis–(business wire)–benson hill, Inc. (NYSE: BHIL, “the Company” or “Benson Hill”), a foodtech company that unlocks the natural genetic diversity of plants, today entered into an agreement to sell assets and shares related to its Fresh business. announced that it did. Totaling $21 million, he is a two-part transaction, of which approximately $18 million will be realized in his gross cash proceeds in 2022, with the remainder of the transaction he expects to close in the second quarter of 2023.

Today’s announcement represents execution of expected milestones as Benson Hill focuses on global opportunities across its ingredients segment. The company intends to use the proceeds from the sale to complement its plans to fully fund the business, including debt repayment, and to execute its previously announced strategic initiatives.

Benson Hill Chief Financial Officer Dean Freeman said: “We believe there is significant opportunity to grow our unique ingredients portfolio in the food, oil and aquaculture markets. It will allow for more disciplined capital allocation to support.”

On December 29, 2022, Benson Hill completed the first part of the transaction. This includes the sale of Vero Beach, Florida, facilities, real estate and packhouses to IMG Enterprises, a diversified agribusiness in Groveland, Florida. Purchase price of $18 million, subject to regular adjustments. The company’s remaining Fresh business will be sold to IMG Enterprises in the second quarter of 2023 for a purchase price of $3 million, pursuant to a stock purchase agreement.

Benson Hill records the Fresh segment as a discontinued operation. Following the closing of the second transaction, the Company expects to record a non-cash write-off of approximately 50% of the book value of the business.

Additional details of the sale are set forth in the documents posted on the Company’s Investor Relations page.

Timothee Sallin, co-CEO of IMG Enterprises, said: “As a leading family-owned Florida agribusiness, our aim is to add value through vertical integration across our supply chain and diversification into new crops and market segments. is ideally located to expand our operations and serve our customers in the Southeastern U.S. more efficiently.Additional farmland allows for further crop diversification and expansion of our core products. will be.”

financial outlook

In November, the company reported third quarter financial results and raised its outlook for 2022. Following these transactions, management maintained his full-year 2022 outlook for the raw materials segment and consolidated his EBITDA and free cash flow, adjusted.

  • Ingredient Division revenues of $370 million to $390 million (currently consolidated revenue).When

  • Consolidated gross income of $11 million to $14 million (represents an adjustment to account for the expected contribution of approximately $3 million from the Fresh segment).

The Company also maintains its 2025 outlook for the Ingredients segment with revenues of over $450 million, as announced in the financial section of Investor Day on April 5, 2022. We continue to expect to achieve positive EBITDA and positive free cash flow in 2025 given the market opportunity of our proprietary soybean portfolio and continued progress on our margin expansion objectives.

Benson Hill management expects to provide preliminary results for 2022 and initial guidance for 2023 on February 2, 2023.

About Benson Hill

Benson Hill advances food with CropOS® The platform is a cutting-edge food innovation engine that combines data science and machine learning with biology and genetics. Benson Hill aims to empower innovators to unlock nature’s genetic diversity from plant to table, creating nutritious, delicious, widely accessible and sustainable food options. For more information, visit his website at: or on Twitter @bensonhillinc.

About IMG Enterprise

Founded in 1979 by Michel and Veronique Sallin, IMG Enterprises has grown to become the multi-million dollar holding company of Cherrylake, IMG Citrus and Legacy Wilderness Preserve. The companies are united through their commitment to Florida agribusiness and common ownership and leadership under IMG Enterprises. For more information, see:

Use of non-GAAP financial measures

In this press release, the Company includes references to non-GAAP performance measures. We use these non-GAAP financial measures to facilitate management’s financial and operating decisions, including in evaluating our historical performance. Our management believes these non-GAAP measures are useful in evaluating our operating results and is comparable to similar measures reported by our publicly traded U.S. competitors, and we believe that securities analysts, institutional investors, and other stakeholders regularly use them in analyzing their operating results and prospects. These non-GAAP financial measures, when viewed in conjunction with our GAAP results and a reconciliation of the corresponding GAAP financial measures, may provide a more complete understanding of the factors and trends affecting our business. It reflects an additional way of displaying aspects of the . By referencing these non-GAAP measures, our management intends to provide investors with a meaningful and consistent comparison of our operating results for the periods presented. These non-GAAP financial measures supplement, and should not be considered a substitute for, financial information prepared in accordance with GAAP. Company definitions of these non-GAAP measures may differ from similarly titled performance measures used by other industries or other companies within the same industry.

Because non-GAAP financial measures exclude the effects of items that increase or decrease our reported results of operations, management strongly encourages investors to review our consolidated financial statements and public reports in their entirety. I’m here.

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 and Section 21E of the Securities Exchange Act of 1934. Future financial or operating performance that “may”, “should”, “expect”, “intend”, “will”, “estimate”, “predict”, “believe” ”, “predict”, or similar words. These forward-looking statements are based on assumptions made by the Company as of the date hereof, and risks, uncertainties and actual outcomes are expressed or implied by such forward-looking statements. subject to other factors that may differ materially. These forward-looking statements include, among other things, statements regarding: the expected timing and expected profit of the sale of the Fresh business; Expectations for actions aimed at fully funding the business, including debt repayment, to meet our strategic and financial objectives, including 2025. expectations regarding the availability and use of proceeds from completed and pending sales of fresh businesses; the anticipated financial and accounting impact of the sale of the Fresh business; Our current expected guidance for full year 2022 and 2025 forecast financial results. This includes segment and consolidated revenue, consolidated gross profit, adjusted EBITDA and free cash flow. When the Company expects to release preliminary financial results for 2022 and his first guidance for 2023. Company strategy and growth plans. expected future performance and demand for our products, technologies and integrated business model; A statement regarding our ability to manage and develop our product pipeline. expectations of the markets in which we participate; our competitiveness, resources, capabilities and expectations for future performance; Factors that could cause actual results to differ materially from current expectations include, but are not limited to: the risks associated with not meeting the conditions for the completion of the transaction contemplated by the Stock Purchase Agreement and the possibility that the transaction to sell the remaining assets of the Fresh business may not be completed in a timely manner or at all; the impact of the announcement of the sale of the Fresh business, including our ability to maintain relationships with our customers, suppliers and strategic partners; the risks associated with the availability and use of the completed and pending sale of the Fresh business in light of the contractual restrictions in the contracts governing the sale of the Fresh business and our debt facility; risks associated with our anticipated accounting for the sale of the Fresh business; To meet our 2025 strategic and financial objectives, the Company’s actions intended to fully fund the business, including the intended use of the proceeds from the debt service and sale of the Fresh business. , the risk that it may be insufficient to achieve such objectives. risks associated with our ability to grow and achieve profitable growth; risks associated with changes in industry conditions and consumer preferences; risks associated with our ability to execute our business strategies generally; The impact of global and regional economic, agricultural, financial, commodity markets, political, social, and health conditions. Risks associated with our transition to a public company. the effectiveness of our risk management strategies; and other risks and uncertainties described in our Securities and Exchange Commission (“SEC”) filings in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” www.sec.govExcept as otherwise required by law, we expressly disclaim any obligation to update these forward-looking statements.

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