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ST. Lewis, January 03, 2023–(Business Wire)–Benson HillInc. (NYSE: BHIL, the “Company” or “Benson Hill”), a food technology company specializing in the natural genetic diversity of plants, today announced that it has entered into an agreement to sell its assets and equity in the Fresh business. The two-part transaction has a total purchase price of $21 million, with approximately $18 million in total cash received in 2022, with the balance of the transaction expected to close in the second quarter of 2023.
This press release contains multimedia. See the full release here: https://www.businesswire.com/news/home/20230103005712/en/
Benson Hill announced its new business division (Photo: Business Wire)
Today’s announcement represents an anticipated milestone as Benson Hill continues to focus on global opportunities. The company plans to use the proceeds from the divestment to fully fund its business, including debt repayments, and to execute previously announced strategic initiatives.
“We are pleased to bring this process to fruition,” said Benson Hill Chief Financial Officer Dean Freeman. “We believe there is significant opportunity to grow our proprietary content portfolio in the food, oil and aquaculture markets. Selling the fresh business will increase our focus and allow for disciplined capital allocation in support of our strategic growth goals.”
On December 29, 2022, Benson Hill closed on the first part of the transaction, which included Vero Beach, Fla. including facility, real estate and parcel sales for IMG Enterprises in Groveland, Fla. For a purchase price of $18 million, subject to customary adjustments. The company’s remaining hot business is expected to be transferred to IMG Enterprises during the second quarter of 2023 for a purchase price of $3 million, subject to certain adjustments and customary closing conditions.
Benson Hill records the hot section as discontinued operations. Following the closing of the second transaction, the Company expects to book approximately 50 percent of the book value of the business in non-cash transactions.
More details about the diversion can be found in the documents posted on the company’s investor relations page.
“Acquiring these assets and businesses is a perfect fit for our future growth plans,” said Timothy Saleen, co-CEO of IMG Enterprises. “As a family-owned, premier Florida agribusiness, our goal is to add value through vertical integration across the supply chain and distribution into new crops and market segments. The cold storage and distribution facility in Vero Beach is ideal for expanding our operations and efficiently serving customers in the southeastern United States.” The additional arable land allows for more crop diversity and expansion of our core products.
Financial perspective
In November, the company reported third-quarter financial results and raised its outlook for 2022. Following these transactions, management maintains a full-year 2022 components segment outlook for adjusted EBITDA and free cash flow of:
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Ingredients segment revenues (now consolidated revenues) of $370 million to $390 million. And
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Consolidated gross profit of $11 million to $14 million (representing an adjustment to the expected contribution from the Fresh Segment of approximately $3 million).
According to an April 5, 2022 investor day financial filing, the company maintains a 2025 outlook for the ingredients segment with revenue of more than $450 million. The company continues to expect positive EBITDA and positive free cash flow achievement by 2025, driven by continued growth in market opportunities and margin expansion targets for its proprietary soybean portfolio.
Benson Hill management plans to provide preliminary 2022 results and preliminary guidance for 2023 on February 2, 2023.
About Benson Hill
Benson Hill moves food forward with CropOS® Platform, a cutting-edge food innovation engine that combines data science and machine learning with biology and genetics. Benson Hill encourages developers to unlock nature’s genetic diversity from plant to plate, with the goal of creating nutritious, great-tasting food and a widely accessible and sustainable alternative. More information is available at bensonhill.com or on Twitter at @bensonhillinc.
About IMG Enterprises
Founded in 1979 by Michele and Veronique Saline, IMG Enterprises has grown into a multi-million dollar company for Cherry Lake, IMG Citrus and Legacy Wilderness Preserve. Each company is united in their commitment to Florida agribusiness and shared ownership and leadership under IMG Enterprises. For more information, visit https://imgenterprises.com/.
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 evaluating the Company’s historical operating results. The Company’s management believes that these non-GAAP measures are useful in evaluating the Company’s operating performance and that similar measures are reported by publicly listed U.S. competitors and are routinely used by securities analysts, institutional investors and other interested parties to analyze operating performance and prospects. These non-GAAP financial measures reflect additional ways of looking at the Company’s operations, and when viewed against GAAP results and reconciled to the corresponding GAAP financial measures, may provide a more complete understanding of conditions and trends affecting the Company’s business. By referring to these non-GAAP measures, the Company’s management intends to provide investors with a meaningful and consistent comparison of the Company’s performance for the periods presented. These non-GAAP financial measures are intended to supplement, not replace, financial information prepared in accordance with GAAP. The Company’s interpretation of these non-GAAP measures may differ from similarly titled performance measures used by other companies in other industries or in the same industry.
Because non-GAAP financial measures include the effects of items that increase or decrease the Company’s reported operating results, management strongly encourages investors to review the Company’s consolidated financial statements and all publicly available reports.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release. Section 27A of the Securities Act, 1933 and s. They may be considered “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or the Company. Future financial or operating performance and may be identified by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “estimate,” “believe,” “predict” or similar. Similar words. These forward-looking statements are based on estimates made by the Company and risks, uncertainties and other factors may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements include statements regarding, among other things: the expected timing and expected benefits of the divestiture of the hot business, including the completion of a stock purchase agreement for the remaining hot assets to be sold; activities planned to fully fund the business to achieve the Company’s strategic and financial objectives through 2025, including the repayment of debt, and expectations related to the availability and use of fresh business proceeds completed and pending; the expected financial and accounting effects of the impairment of Fresh’s business; The Company’s current expected guidance is for certain full-year 2022 and 2025 financial results, including segment and consolidated revenues, consolidated gross profit, adjusted EBITDA and free cash flow; The company is expected to release its first 2022 financial results and first guidance for 2023. Company strategy and development plans; statements regarding the future performance and demand for the Company’s products, technologies and integrated business model, the Company’s ability to manage and develop its product pipeline; expectations about the markets in which the company participates; and the Company’s competitive position, resources, capabilities and expectations of future performance. Factors that could cause actual results to differ from current expectations include: the risk that the Company will not realize the expected benefits of the Fresh Business Diversification, risks related to the failure to satisfy the conditions required for the transactions contemplated by the Stock Purchase Agreement, and the transaction to sell the remaining Fresh Business assets may not be completed on time or at all. including the Company’s ability to maintain relationships with its customers, suppliers and strategic partners, the effect of announcement of fresh business impairment, taking into account the contractual restrictions in the agreements governing the fresh business activity and the Company’s debt facilities, risks related to the availability and use of the proceeds of the completed and pending consumer business, the Company’s expectations Accounting-related concerns regarding fresh business activity; The Company’s activities are intended to fully support the business by using debt repayment and proceeds from fresh business to achieve the Company’s strategic and financial objectives for 2025. The risk may not be sufficient to achieve these goals. Risks associated with the company’s ability to grow and grow profitably; risks related to changing industry conditions and consumer preferences; Risks related to the company’s overall business strategy; with the effects of international and regional economic, agricultural, financial and commodity 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; Other risks and uncertainties listed in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of our filings with the Securities and Exchange Commission (“SEC”) are available on the SEC’s website. www.sec.gov. Except as required by law, we expressly disclaim any obligation to update these forward-looking statements.
Check out the source version at businesswire.com: https://www.businesswire.com/news/home/20230103005712/am/
Contacts
Media communication
Benson Hill
Christy Dixon
636-359-0797
cdixon@bensonhill.com
Media kit
Investor relations
Benson Hill
Ruben Mella, CFA
314-714-6313
rmella@bensonhill.com
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