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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
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Delaware
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26-4087597
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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BYND
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The Nasdaq Stock Market LLC
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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•
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estimates of our expenses, future revenues, capital expenditures, capital requirements and our needs for additional financing;
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•
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our ability to effectively manage our growth;
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•
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the impact of adverse and uncertain economic conditions in the U.S. and international markets;
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•
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the effects of global outbreaks of pandemics or contagious diseases or fear of such outbreaks, such as the recent coronavirus (COVID-19) pandemic, including on our supply chain, the demand for our products, our ability to expand and produce in new geographic markets or the timing of such expansion efforts, and on overall economic conditions and consumer confidence and spending levels;
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•
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our estimates of the size of our market opportunities;
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•
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our ability to effectively expand our manufacturing and production capacity;
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•
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our ability to accurately forecast demand for our products and manage our inventory;
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•
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our ability to successfully enter new geographic markets, manage our international expansion and comply with any applicable laws and regulations;
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•
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the effects of increased competition from our market competitors and new market entrants;
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•
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the success of our marketing initiatives and the ability to grow brand awareness, maintain, protect and enhance our brand, attract and retain new customers and grow our market share;
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•
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our ability to attract, maintain and effectively expand our relationships with key strategic restaurant and foodservice partners;
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•
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our ability to attract and retain our suppliers, distributors, co-manufacturers and customers;
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•
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our ability to procure sufficient high quality, raw materials to manufacture our products;
|
•
|
the availability of pea protein that meets our standards;
|
•
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our ability to diversify the protein sources used for our products;
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•
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the volatility associated with ingredient and packaging costs;
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•
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real or perceived quality or health issues with our products or other issues that adversely affect our brand and reputation;
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•
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changes in the tastes and preferences of our consumers;
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•
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our ability to accurately predict consumer taste preferences, trends and demand and successfully introduce and commercialize new products and improve existing products, including in new geographic markets;
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•
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significant disruption in, or breach in security of our information technology systems and resultant interruptions in service and any related impact on our reputation;
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•
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the attraction and retention of qualified employees and key personnel and our ability to maintain our corporate culture as we continue to grow;
|
•
|
the effects of natural or man-made catastrophic events particularly involving our or any of our co-manufacturers’ manufacturing facilities or our suppliers’ facilities;
|
•
|
the impact of marketing campaigns aimed at generating negative publicity regarding our products, brand and the plant-based industry category;
|
•
|
the effectiveness of our internal controls;
|
•
|
changes in laws and government regulation affecting our business, including the U.S. Food and Drug Administration (“FDA”) and the U.S. Federal Trade Commission (“FTC”) governmental regulation, and state, local and foreign regulation;
|
•
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changes in laws, regulations or policies of governmental agencies or regulators relating to the labeling of our products, including, in the United States, new federal or state legislation affecting plant-based meat that could impact how we name our products or our brand name;
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•
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the financial condition of, and our relationships with our suppliers, co-manufacturers, distributors, retailers, and restaurant and foodservice customers, and their future decisions regarding their relationships with us;
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•
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the ability of our suppliers and co-manufacturers to comply with food safety, environmental or other laws or regulations;
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•
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seasonality;
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•
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the sufficiency of our cash and cash equivalents to meet our liquidity needs and service our indebtedness;
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•
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economic conditions and the impact on consumer spending;
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•
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outcomes of legal or administrative proceedings;
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•
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our, our suppliers’ and our co-manufacturers’ ability to protect our proprietary technology, intellectual property and trade secrets adequately; and
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•
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the risks discussed in Part I, Item 1A, “Risk Factors,” included elsewhere herein, and those discussed in other documents we file from time to time with the Securities and Exchange Commission (“SEC”).
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TABLE OF CONTENTS
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Page
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•
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Unique Approach to the Product
|
•
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Unique Approach to the Market
|
•
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Unique Approach to Our Brand
|
•
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Dedicated Focus on Innovation
|
•
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Brand Mission Aligned with Consumer Trends
|
•
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Product Portfolio Generates Significant Demand Across Channels
|
•
|
Experienced and Passionate Executive Management Team
|
•
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Pursue Top-line Growth Across our Distribution Channels
|
•
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Invest in Infrastructure and Capabilities
|
•
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Expand Our Product Offerings
|
•
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Continue to Grow Our Brand
|
•
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Ready-to-cook (“Fresh”)
|
•
|
Ready-to-heat (“Frozen”)
|
•
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Retail and Restaurant and Foodservice
|
•
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International
|
•
|
Sourcing and Suppliers
|
•
|
Supply Agreements
|
•
|
Sales
|
•
|
Field Marketing Representatives
|
•
|
Digital Marketing and Social Media
|
•
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the number and characteristics of any additional products or manufacturing processes we develop or acquire to serve new or existing markets;
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•
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the expenses associated with our marketing initiatives;
|
•
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our investment in manufacturing to expand our manufacturing and production capacity;
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•
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the costs required to fund domestic and international growth;
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•
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the scope, progress, results and costs of researching and developing future products or improvements to existing products or manufacturing processes;
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•
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any lawsuits related to our products or commenced against us, including the costs associated with our current litigation with a former co-manufacturer, the putative class actions recently brought against us or the derivative actions recently brought against certain of our directors and officers;
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•
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the expenses needed to attract and retain skilled personnel;
|
•
|
the costs associated with being a public company;
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•
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the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing intellectual property claims, including litigation costs and the outcome of such litigation; and
|
•
|
the timing, receipt and amount of sales of, or royalties on, any future approved products, if any.
|
•
|
delay, limit, reduce or terminate our manufacturing, research and development activities or our growth and expansion plans; or
|
•
|
delay, limit, reduce or terminate our establishment of sales and marketing capabilities or other activities that may be necessary to generate revenue and achieve profitability.
|
•
|
manage relationships with various suppliers, co-manufacturers, distributors, customers and other third parties, and expend time and effort to integrate new suppliers, co-manufacturers, distributors and customers into our fulfillment operations;
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•
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continue to compete in the retail channel and the restaurant and foodservice channel;
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•
|
secure placement in the meat case for our products;
|
•
|
increase our brand recognition;
|
•
|
expand and maintain brand loyalty;
|
•
|
develop new product lines and extensions; and
|
•
|
expand into new geographic markets.
|
•
|
the effects of the recent global coronavirus (COVID-19) outbreak;
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•
|
general economic, market and political conditions, including negative effects on consumer confidence and spending levels;
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•
|
actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results;
|
•
|
announcements of innovations by us or our competitors;
|
•
|
announcement by competitors or new market entrants of their entry into or exit from the plant-based protein market;
|
•
|
overall conditions in our industry and the markets in which we operate;
|
•
|
market conditions or trends in the packaged food sales industry or in the economy as a whole;
|
•
|
addition or loss of significant customers or other developments with respect to significant customers;
|
•
|
adverse developments concerning our manufacturers or suppliers;
|
•
|
changes in laws or regulations applicable to our products or business;
|
•
|
our ability to effectively manage our growth and market expectations with respect to our growth;
|
•
|
success of plans for international expansion;
|
•
|
speculation regarding public customer announcements or geographic expansion;
|
•
|
actual or anticipated changes in our growth rate relative to our competitors;
|
•
|
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
additions or departures of key personnel;
|
•
|
competition from existing products or new products that may emerge;
|
•
|
issuance of new or updated research or reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;
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•
|
our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public;
|
•
|
fluctuations in the valuation of companies perceived by investors to be comparable to us;
|
•
|
disputes or other developments related to proprietary rights, including patents, and our ability to obtain intellectual property protection for our products;
|
•
|
litigation or regulatory matters;
|
•
|
announcement or expectation of additional financing efforts;
|
•
|
our cash position;
|
•
|
sales of our common stock by our stockholders;
|
•
|
issuance of equity or debt;
|
•
|
share price and volume fluctuations attributable to inconsistent trading volume levels of our common stock;
|
•
|
changes in accounting practices;
|
•
|
ineffectiveness of our internal controls;
|
•
|
short-selling of our common stock;
|
•
|
negative media or marketing campaigns undertaken by our competitors or lobbyists supporting the meat industry;
|
•
|
the public’s response to publicity relating to the health aspects or nutritional value of our products; and
|
•
|
other events or factors, many of which are beyond our control.
|
•
|
providing for a classified board of directors with staggered, three-year terms;
|
•
|
authorizing our board of directors to issue preferred stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control;
|
•
|
prohibiting cumulative voting in the election of directors;
|
•
|
providing that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;
|
•
|
prohibiting the adoption, amendment or repeal of our amended and restated bylaws or the repeal of the provisions of our restated certificate of incorporation regarding the election and removal of directors without the required approval of at least 66.67% of the shares entitled to vote at an election of directors;
|
•
|
prohibiting stockholder action by written consent;
|
•
|
limiting the persons who may call special meetings of stockholders; and
|
•
|
requiring advance notification of stockholder nominations and proposals.
|
•
|
any derivative action or proceeding brought on our behalf;
|
•
|
any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any of our directors, officers, employees or agents to us or our stockholders;
|
•
|
any action asserting a claim against us arising pursuant to any provision of the DGCL, our restated certificate of incorporation, or our amended and restated bylaws;
|
•
|
any action to interpret, apply, enforce or determine the validity of our restated certificate of incorporation or our amended and restated bylaws; and
|
•
|
any action asserting a claim against us that is governed by the internal affairs doctrine;
|
(in thousands, except share and per share data)
|
|
Year Ended December 31,
|
||||||||||||||
Statements of Operations Data:
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Net revenues
|
|
$
|
297,897
|
|
|
$
|
87,934
|
|
|
$
|
32,581
|
|
|
$
|
16,182
|
|
Cost of goods sold
|
|
198,141
|
|
|
70,360
|
|
|
34,772
|
|
|
22,494
|
|
||||
Gross profit (loss)
|
|
99,756
|
|
|
17,574
|
|
|
(2,191
|
)
|
|
(6,312
|
)
|
||||
Research and development expenses
|
|
20,650
|
|
|
9,587
|
|
|
5,722
|
|
|
5,782
|
|
||||
Selling, general and administrative expenses
|
|
74,726
|
|
|
34,461
|
|
|
17,143
|
|
|
12,672
|
|
||||
Restructuring expenses(1)
|
|
4,869
|
|
|
1,515
|
|
|
3,509
|
|
|
—
|
|
||||
Total operating expenses
|
|
100,245
|
|
|
45,563
|
|
|
26,374
|
|
|
18,454
|
|
||||
Loss from operations
|
|
(489
|
)
|
|
(27,989
|
)
|
|
(28,565
|
)
|
|
(24,766
|
)
|
||||
Other expense:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(3,071
|
)
|
|
(1,128
|
)
|
|
(1,002
|
)
|
|
(380
|
)
|
||||
Remeasurement of warrant liability(2)
|
|
(12,503
|
)
|
|
(1,120
|
)
|
|
(385
|
)
|
|
—
|
|
||||
Other, net
|
|
3,629
|
|
|
352
|
|
|
(427
|
)
|
|
—
|
|
||||
Total other expense, net
|
|
(11,945
|
)
|
|
(1,896
|
)
|
|
(1,814
|
)
|
|
(380
|
)
|
||||
Loss before taxes
|
|
(12,434
|
)
|
|
(29,885
|
)
|
|
(30,379
|
)
|
|
(25,146
|
)
|
||||
Income tax expense
|
|
9
|
|
|
1
|
|
|
5
|
|
|
3
|
|
||||
Net loss
|
|
$
|
(12,443
|
)
|
|
$
|
(29,886
|
)
|
|
$
|
(30,384
|
)
|
|
$
|
(25,149
|
)
|
Net loss per share available to common stockholders—basic and diluted(3)(4)
|
|
$
|
(0.29
|
)
|
|
$
|
(4.75
|
)
|
|
$
|
(5.57
|
)
|
|
$
|
(5.51
|
)
|
Weighted average common shares outstanding—basic and diluted(4)
|
|
42,274,777
|
|
|
6,287,172
|
|
|
5,457,629
|
|
|
4,566,757
|
|
(in thousands)
|
|
As of December 31,
|
||||||||||
Balance Sheet Data:
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash and cash equivalents (5)
|
|
$
|
275,988
|
|
|
$
|
54,271
|
|
|
$
|
39,035
|
|
Working capital(6)
|
|
$
|
355,897
|
|
|
$
|
77,659
|
|
|
$
|
39,819
|
|
Property, plant and equipment, net
|
|
$
|
47,474
|
|
|
$
|
30,527
|
|
|
$
|
14,118
|
|
Total assets
|
|
$
|
451,923
|
|
|
$
|
133,749
|
|
|
$
|
66,463
|
|
Total debt
|
|
$
|
30,569
|
|
|
$
|
30,388
|
|
|
$
|
4,915
|
|
Stock warrant liability(2)
|
|
$
|
—
|
|
|
$
|
1,918
|
|
|
$
|
550
|
|
Convertible preferred stock(7)
|
|
$
|
—
|
|
|
$
|
199,540
|
|
|
$
|
148,194
|
|
Stockholders' equity (deficit)
|
|
$
|
384,090
|
|
|
$
|
(121,750
|
)
|
|
$
|
(95,913
|
)
|
•
|
increased penetration across our restaurant and foodservice channel, including increased desire by restaurant and foodservice establishments, including large FSR and/or global QSR customers, to add plant-based products to their menus and to highlight these offerings, and our retail channel, including mainstream grocery, mass merchandiser, club and convenience store, and natural retailer customers;
|
•
|
distribution expansion and increased velocity of our fresh product sales across our channels, by which we mean that the volume of our products sold per outlet has generally increased period-over-period due to greater adoption of and demand for our products;
|
•
|
increased international sales of our products across geographies, markets and channels as we continue to grow our numbers of international customers;
|
•
|
our continued innovation, including enhancing existing products and introducing new products across our plant-based beef, pork and poultry platforms that appeal to a broad range of consumers, including those who typically eat animal-based meat;
|
•
|
enhanced marketing efforts as we continue to build our brand and drive consumer adoption of our products, including scaling our GO BEYOND marketing campaign launched in February 2019, which seeks to mobilize our ambassadors to help raise brand awareness, define the category and remain its leader;
|
•
|
overall market trends, including growing consumer awareness and demand for nutritious, convenient and high protein plant-based foods; and
|
•
|
increased production levels as we scale production to meet demand for our products across our distribution channels both domestically and internationally.
|
•
|
expansion of our own internal production facilities domestically and abroad to produce our woven proteins, blends of flavor systems and binding systems, and potentially convert our woven proteins into packaged products, while forming additional strategic relationships with co-manufacturers; and
|
•
|
localized production to increase the availability and speed with which we can get our products to customers internationally.
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues
|
|
$
|
297,897
|
|
|
$
|
87,934
|
|
|
$
|
32,581
|
|
Cost of goods sold
|
|
198,141
|
|
|
70,360
|
|
|
34,772
|
|
|||
Gross profit (loss)
|
|
99,756
|
|
|
17,574
|
|
|
(2,191
|
)
|
|||
Research and development expenses
|
|
20,650
|
|
|
9,587
|
|
|
5,722
|
|
|||
Selling, general and administrative expenses
|
|
74,726
|
|
|
34,461
|
|
|
17,143
|
|
|||
Restructuring expenses
|
|
4,869
|
|
|
1,515
|
|
|
3,509
|
|
|||
Total operating expenses
|
|
100,245
|
|
|
45,563
|
|
|
26,374
|
|
|||
Loss from operations
|
|
$
|
(489
|
)
|
|
$
|
(27,989
|
)
|
|
$
|
(28,565
|
)
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|||||||
Gross Fresh Platform
|
|
$
|
306,585
|
|
|
$
|
81,686
|
|
|
$
|
224,899
|
|
|
275.3
|
%
|
Gross Frozen Platform
|
|
17,772
|
|
|
15,896
|
|
|
1,876
|
|
|
11.8
|
%
|
|||
Less: Discounts
|
|
(26,460
|
)
|
|
(9,648
|
)
|
|
(16,812
|
)
|
|
174.3
|
%
|
|||
Net revenues
|
|
$
|
297,897
|
|
|
$
|
87,934
|
|
|
$
|
209,963
|
|
|
238.8
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|||||||
Retail
|
|
$
|
144,809
|
|
|
$
|
50,779
|
|
|
$
|
94,030
|
|
|
185.2
|
%
|
Restaurant and Foodservice
|
|
153,088
|
|
|
37,155
|
|
|
115,933
|
|
|
312.0
|
%
|
|||
Net revenues
|
|
$
|
297,897
|
|
|
$
|
87,934
|
|
|
$
|
209,963
|
|
|
238.8
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
Retail:
|
|
|
|
|
|
|
|
|
||||
Fresh Platform
|
|
22,350
|
|
|
6,025
|
|
|
16,325
|
|
|
271.0
|
%
|
Frozen Platform
|
|
1,813
|
|
|
2,687
|
|
|
(874
|
)
|
|
(32.5
|
)
|
Total
|
|
24,163
|
|
|
8,712
|
|
|
15,451
|
|
|
177.4
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
Restaurant and Foodservice:
|
|
|
|
|
|
|
|
|
||||
Fresh Platform
|
|
25,475
|
|
|
5,801
|
|
|
19,674
|
|
|
339.1
|
%
|
Frozen Platform
|
|
1,734
|
|
|
729
|
|
|
1,005
|
|
|
137.9
|
%
|
Total
|
|
27,209
|
|
|
6,530
|
|
|
20,679
|
|
|
316.7
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
Cost of goods sold
|
|
$
|
198,141
|
|
|
$
|
70,360
|
|
|
$
|
127,781
|
|
|
181.6
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
Gross profit
|
|
$
|
99,756
|
|
|
$
|
17,574
|
|
|
$
|
82,182
|
|
|
467.6
|
%
|
Gross margin
|
|
33.5
|
%
|
|
20.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
Research and development expenses
|
|
$
|
20,650
|
|
|
$
|
9,587
|
|
|
$
|
11,063
|
|
|
115.4
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
Selling, general and administrative expenses
|
|
$
|
74,726
|
|
|
$
|
34,461
|
|
|
$
|
40,265
|
|
|
116.8
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands)
|
2018
|
|
2017
|
|
Amount
|
|
Percentage
|
|||||||
Net revenues:
|
|
|
|
|
|
|
|
|||||||
Gross Fresh Platform
|
$
|
81,686
|
|
|
$
|
18,109
|
|
|
$
|
63,577
|
|
|
351.1
|
%
|
Gross Frozen Platform
|
15,896
|
|
|
19,588
|
|
|
(3,692
|
)
|
|
(18.8
|
)%
|
|||
Less: Discounts
|
(9,648
|
)
|
|
(5,116
|
)
|
|
(4,532
|
)
|
|
88.6
|
%
|
|||
Net revenues
|
$
|
87,934
|
|
|
$
|
32,581
|
|
|
$
|
55,353
|
|
|
169.9
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands)
|
2018
|
|
2017
|
|
Amount
|
|
Percentage
|
|||||||
Net revenues:
|
|
|
|
|
|
|
|
|||||||
Retail
|
$
|
50,779
|
|
|
$
|
25,490
|
|
|
$
|
25,289
|
|
|
99.2
|
%
|
Restaurant and Foodservice
|
37,155
|
|
|
7,091
|
|
|
30,064
|
|
|
424.0
|
%
|
|||
Net revenues
|
$
|
87,934
|
|
|
$
|
32,581
|
|
|
$
|
55,353
|
|
|
169.9
|
%
|
|
Year Ended December 31,
|
|
Change
|
||||||||
(in thousands)
|
2018
|
|
2017
|
|
Amount
|
|
Percentage
|
||||
Retail:
|
|
|
|
|
|
|
|
||||
Fresh Platform
|
6,025
|
|
|
1,837
|
|
|
4,188
|
|
|
228.0
|
%
|
Frozen Platform
|
2,687
|
|
|
3,123
|
|
|
(436
|
)
|
|
(14.0
|
)%
|
Total
|
8,712
|
|
|
4,960
|
|
|
3,752
|
|
|
75.6
|
%
|
|
Year Ended December 31,
|
|
Change
|
||||||||
(in thousands)
|
2018
|
|
2017
|
|
Amount
|
|
Percentage
|
||||
Restaurant and Foodservice:
|
|
|
|
|
|
|
|
||||
Fresh Platform
|
5,801
|
|
|
637
|
|
|
5,164
|
|
|
810.7
|
%
|
Frozen Platform
|
729
|
|
|
754
|
|
|
(25
|
)
|
|
(3.3
|
)%
|
Total
|
6,530
|
|
|
1,391
|
|
|
5,139
|
|
|
369.4
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands)
|
2018
|
|
2017
|
|
Amount
|
|
Percentage
|
|||||||
Cost of goods sold
|
$
|
70,360
|
|
|
$
|
34,772
|
|
|
$
|
35,588
|
|
|
102.3
|
%
|
|
Year Ended December 31,
|
|
Change
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
Amount
|
|
Percentage
|
||||||
Gross profit (loss)
|
$
|
17,574
|
|
|
$
|
(2,191
|
)
|
|
$
|
19,765
|
|
|
N/A
|
Gross margin
|
20.0
|
%
|
|
(6.7
|
)%
|
|
N/A
|
|
|
N/A
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands)
|
2018
|
|
2017
|
|
Amount
|
|
Percentage
|
|||||||
Research and development expenses
|
$
|
9,587
|
|
|
$
|
5,722
|
|
|
$
|
3,865
|
|
|
67.5
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands)
|
2018
|
|
2017
|
|
Amount
|
|
Percentage
|
|||||||
Selling, general and administrative expenses
|
$
|
34,461
|
|
|
$
|
17,143
|
|
|
$
|
17,318
|
|
|
101.0
|
%
|
•
|
Adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future increasing our cash requirements;
|
•
|
Adjusted EBITDA does not reflect interest expense, or the cash required to service our debt, which reduces cash available to us;
|
•
|
Adjusted EBITDA does not reflect income tax payments that reduce cash available to us;
|
•
|
Adjusted EBITDA does not reflect restructuring expenses that reduce cash available to us;
|
•
|
Adjusted EBITDA does not reflect share-based compensation expense and therefore does not include all of our compensation costs;
|
•
|
Adjusted EBITDA does not reflect other income (expense) that may increase or decrease cash available to us; and
|
•
|
other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net loss, as reported
|
|
$
|
(12,443
|
)
|
|
$
|
(29,886
|
)
|
|
$
|
(30,384
|
)
|
Income tax expense
|
|
9
|
|
|
1
|
|
|
5
|
|
|||
Interest expense
|
|
3,071
|
|
|
1,128
|
|
|
1,002
|
|
|||
Depreciation and amortization expense
|
|
8,106
|
|
|
4,921
|
|
|
3,181
|
|
|||
Restructuring expenses(1)
|
|
4,869
|
|
|
1,515
|
|
|
3,509
|
|
|||
Inventory losses from termination of exclusive supply agreement(2)
|
|
—
|
|
|
—
|
|
|
2,440
|
|
|||
Costs of termination of exclusive supply agreement(3)
|
|
—
|
|
|
—
|
|
|
1,213
|
|
|||
Share-based compensation expense
|
|
12,807
|
|
|
2,241
|
|
|
665
|
|
|||
Remeasurement of warrant liability
|
|
12,503
|
|
|
1,120
|
|
|
385
|
|
|||
Other, net(4)
|
|
(3,629
|
)
|
|
(352
|
)
|
|
427
|
|
|||
Adjusted EBITDA
|
|
$
|
25,293
|
|
|
$
|
(19,312
|
)
|
|
$
|
(17,557
|
)
|
|
|
|
|
|
|
|
||||||
Net loss as a % of net revenues
|
|
(4.2
|
)%
|
|
(33.9
|
)%
|
|
(92.9
|
)%
|
|||
Adjusted EBITDA as a % of net revenues
|
|
8.5
|
%
|
|
(22.0
|
)%
|
|
(53.9
|
)%
|
(2)
|
Consists of additional charges related to inventory losses incurred as a result of termination of an exclusive supply agreement with a co-manufacturer and is recorded in cost of goods sold.
|
(3)
|
Consists of additional charges incurred as a result of termination of an exclusive supply agreement with a co-manufacturer and is recorded in selling, general and administrative expenses.
|
(4)
|
In 2017, includes expenses associated with the conversion of our convertible notes.
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash (used in) provided by:
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
(46,995
|
)
|
|
$
|
(37,721
|
)
|
|
$
|
(25,273
|
)
|
Investing activities
|
|
$
|
(26,164
|
)
|
|
$
|
(23,242
|
)
|
|
$
|
(8,115
|
)
|
Financing activities
|
|
$
|
294,876
|
|
|
$
|
76,199
|
|
|
$
|
55,425
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in thousands)
|
Total
|
|
Less Than
One Year |
|
1-3 Years
|
|
3-5 Years
|
|
More Than
Five Years |
||||||||||
Rent obligations(1)
|
$
|
13,868
|
|
|
$
|
1,878
|
|
|
$
|
3,630
|
|
|
$
|
3,193
|
|
|
$
|
5,167
|
|
Equipment lease obligations(2)
|
325
|
|
|
86
|
|
|
151
|
|
|
88
|
|
|
—
|
|
|||||
2018 Revolving Credit Facility(3)
|
6,164
|
|
|
6,164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
2018 Term Loan Facility(4)
|
22,570
|
|
|
7,473
|
|
|
15,097
|
|
|
—
|
|
|
—
|
|
|||||
Equipment loan(5)
|
7,021
|
|
|
559
|
|
|
6,462
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments(6)
|
44,102
|
|
|
22,684
|
|
|
21,418
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
94,050
|
|
|
$
|
38,844
|
|
|
$
|
46,758
|
|
|
$
|
3,281
|
|
|
$
|
5,167
|
|
(1)
|
Includes lease payments for our Manhattan Beach Project Innovation Center and corporate offices in El Segundo, California, and our manufacturing facilities in Columbia, Missouri.
|
(2)
|
Consists of payments under various capital leases for certain equipment.
|
(3)
|
Includes principal and interest accrued at a floating rate under the 2018 Revolving Credit Facility.
|
(4)
|
Includes principal and interest under the 2018 Term Loan Facility.
|
(5)
|
Includes principal and interest on an equipment loan.
|
(6)
|
Consists of commitments to purchase pea protein inventory. Excludes amounts under the multi-year sales agreement with Roquette Frères entered into subsequent to the year ended December 31, 2019. See Note 12, Subsequent Events, to the Notes to Financial Statements included elsewhere herein.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
275,988
|
|
|
$
|
54,271
|
|
Accounts receivable
|
40,080
|
|
|
12,626
|
|
||
Inventory
|
81,596
|
|
|
30,257
|
|
||
Prepaid expenses and other current assets
|
5,930
|
|
|
5,672
|
|
||
Total current assets
|
403,594
|
|
|
102,826
|
|
||
Property, plant, and equipment, net
|
47,474
|
|
|
30,527
|
|
||
Other non-current assets, net
|
855
|
|
|
396
|
|
||
Total assets
|
$
|
451,923
|
|
|
$
|
133,749
|
|
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit):
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
26,923
|
|
|
$
|
17,247
|
|
Wages payable
|
1,768
|
|
|
1,255
|
|
||
Accrued bonus
|
4,129
|
|
|
2,312
|
|
||
Accrued expenses and other current liabilities
|
3,805
|
|
|
2,391
|
|
||
Short-term borrowings under revolving credit line and bank term loan
|
11,000
|
|
|
—
|
|
||
Short-term capital lease liabilities
|
72
|
|
|
44
|
|
||
Stock warrant liability
|
—
|
|
|
1,918
|
|
||
Total current liabilities
|
$
|
47,697
|
|
|
$
|
25,167
|
|
Long-term liabilities:
|
|
|
|
||||
Revolving credit line
|
$
|
—
|
|
|
$
|
6,000
|
|
Long-term portion of bank term loan, net
|
14,637
|
|
|
19,388
|
|
||
Equipment loan, net
|
4,932
|
|
|
5,000
|
|
||
Capital lease obligations and other long-term liabilities
|
567
|
|
|
404
|
|
||
Total long-term liabilities
|
$
|
20,136
|
|
|
$
|
30,792
|
|
Commitments and Contingencies (Note 9)
|
|
|
|
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Convertible preferred stock:
|
|
|
|
||||
Series A convertible preferred stock, par value $0.0001 per share—no shares and 3,333,500 shares authorized, issued and outstanding as of December 31, 2019 and 2018, respectively
|
$
|
—
|
|
|
$
|
2,000
|
|
Series B convertible preferred stock, par value $0.0001 per share—no shares and 4,802,260 shares authorized; no shares and 4,680,565 shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
—
|
|
|
4,999
|
|
||
Series C convertible preferred stock, par value $0.0001 per share—no shares and 8,076,643 shares authorized; no shares and 8,076,636 shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
—
|
|
|
14,882
|
|
||
Series D convertible preferred stock, par value $0.0001 per share—no shares and 8,713,207 shares authorized; no shares and 8,713,201 shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
—
|
|
|
24,948
|
|
||
Series E convertible preferred stock, par value $0.0001 per share—no shares and 4,740,531 shares authorized; no shares and 4,701,449 shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
—
|
|
|
17,214
|
|
||
Series F convertible preferred stock, par value $0.0001 per share—no shares and 4,866,776 shares authorized; no shares and 4,866,758 shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
—
|
|
|
29,840
|
|
||
Series G convertible preferred stock, par value $0.0001 per share—no shares and 5,140,257 shares authorized; no shares and 5,114,786 shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
—
|
|
|
55,658
|
|
||
Series H convertible preferred stock, par value $0.0001 per share—no shares and 4,209,693 shares authorized; no shares and 2,075,216 shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
—
|
|
|
49,999
|
|
||
Stockholders’ equity (deficit):
|
|
|
|
||||
Preferred stock, par value $0.0001 per share—500,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.0001 per share—500,000,000 shares and 58,669,600 shares authorized at December 31, 2019 and 2018, respectively; 61,576,494 and 6,951,350 shares issued and outstanding at December 31, 2019 and 2018, respectively
|
6
|
|
|
1
|
|
||
Additional paid-in capital
|
526,199
|
|
|
7,921
|
|
||
Accumulated deficit
|
(142,115
|
)
|
|
(129,672
|
)
|
||
Total stockholders’ equity (deficit)
|
$
|
384,090
|
|
|
$
|
(121,750
|
)
|
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)
|
$
|
451,923
|
|
|
$
|
133,749
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues
|
|
$
|
297,897
|
|
|
$
|
87,934
|
|
|
$
|
32,581
|
|
Cost of goods sold
|
|
198,141
|
|
|
70,360
|
|
|
34,772
|
|
|||
Gross profit (loss)
|
|
99,756
|
|
|
17,574
|
|
|
(2,191
|
)
|
|||
|
|
|
|
|
|
|
||||||
Research and development expenses
|
|
20,650
|
|
|
9,587
|
|
|
5,722
|
|
|||
Selling, general and administrative expenses
|
|
74,726
|
|
|
34,461
|
|
|
17,143
|
|
|||
Restructuring expenses
|
|
4,869
|
|
|
1,515
|
|
|
3,509
|
|
|||
Total operating expenses
|
|
100,245
|
|
|
45,563
|
|
|
26,374
|
|
|||
Loss from operations
|
|
(489
|
)
|
|
(27,989
|
)
|
|
(28,565
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other expense, net:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(3,071
|
)
|
|
(1,128
|
)
|
|
(1,002
|
)
|
|||
Remeasurement of warrant liability
|
|
(12,503
|
)
|
|
(1,120
|
)
|
|
(385
|
)
|
|||
Other, net
|
|
3,629
|
|
|
352
|
|
|
(427
|
)
|
|||
Total other expense, net
|
|
(11,945
|
)
|
|
(1,896
|
)
|
|
(1,814
|
)
|
|||
|
|
|
|
|
|
|
||||||
Loss before taxes
|
|
(12,434
|
)
|
|
(29,885
|
)
|
|
(30,379
|
)
|
|||
Income tax expense
|
|
9
|
|
|
1
|
|
|
5
|
|
|||
Net loss
|
|
$
|
(12,443
|
)
|
|
$
|
(29,886
|
)
|
|
$
|
(30,384
|
)
|
Net loss per share available to common stockholders—basic and diluted
|
|
$
|
(0.29
|
)
|
|
$
|
(4.75
|
)
|
|
$
|
(5.57
|
)
|
Weighted average common shares outstanding—basic and diluted
|
|
42,274,777
|
|
|
6,287,172
|
|
|
5,457,629
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Loans to Related Parties
|
|
Accumulated Deficit
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2016
|
34,355,941
|
|
|
$
|
93,804
|
|
|
|
5,278,305
|
|
|
$
|
1
|
|
|
$
|
3,779
|
|
|
$
|
(951
|
)
|
|
$
|
(69,402
|
)
|
|
$
|
(66,573
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,384
|
)
|
|
(30,384
|
)
|
||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
|
446,201
|
|
|
—
|
|
|
379
|
|
|
—
|
|
|
—
|
|
|
379
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
665
|
|
|
—
|
|
|
—
|
|
|
665
|
|
||||||
Conversion of convertible notes upon issuance of Series G preferred stock (inclusive of $1,123 adjustment upon conversion)
|
1,026,367
|
|
|
11,123
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of Series F preferred stock, net of issuance costs of $21
|
16,168
|
|
|
79
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of Series G preferred stock, net of issuance costs of $267
|
3,962,735
|
|
|
43,188
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2017
|
39,361,211
|
|
|
$
|
148,194
|
|
|
|
5,724,506
|
|
|
$
|
1
|
|
|
$
|
4,823
|
|
|
$
|
(951
|
)
|
|
$
|
(99,786
|
)
|
|
$
|
(95,913
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,886
|
)
|
|
(29,886
|
)
|
||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
|
1,139,962
|
|
|
—
|
|
|
1,369
|
|
|
—
|
|
|
—
|
|
|
1,369
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,241
|
|
|
—
|
|
|
—
|
|
|
2,241
|
|
||||||
Re-purchase of common stock
|
—
|
|
|
—
|
|
|
|
(48,909
|
)
|
|
—
|
|
|
(514
|
)
|
|
—
|
|
|
—
|
|
|
(514
|
)
|
||||||
Grant of restricted stock
|
—
|
|
|
—
|
|
|
|
135,791
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Payoff of promissory notes receivable for restricted stock purchase
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
951
|
|
|
—
|
|
|
951
|
|
||||||
Issuance of Series G Preferred Stock, net of issuance costs of $27
|
125,684
|
|
|
1,347
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of Series H Preferred Stock, net of issuance costs of $284
|
2,075,216
|
|
|
49,999
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2018
|
41,562,111
|
|
|
$
|
199,540
|
|
|
|
6,951,350
|
|
|
$
|
1
|
|
|
$
|
7,921
|
|
|
$
|
—
|
|
|
$
|
(129,672
|
)
|
|
$
|
(121,750
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,443
|
)
|
|
(12,443
|
)
|
||||||
Issuance of common stock pursuant to the IPO, net of issuance costs of $4.9 million
|
—
|
|
|
—
|
|
|
|
11,068,750
|
|
|
1
|
|
|
252,452
|
|
|
—
|
|
|
—
|
|
|
252,453
|
|
||||||
Issuance of common stock upon conversion of convertible preferred stock
|
(41,562,111
|
)
|
|
(199,540
|
)
|
|
|
41,562,111
|
|
|
4
|
|
|
199,536
|
|
|
—
|
|
|
—
|
|
|
199,540
|
|
||||||
Issuance of common stock upon exercise of common stock warrants
|
—
|
|
|
—
|
|
|
|
214,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassification of warrant liability to additional paid-in capital upon closing of the initial public offering
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
14,421
|
|
|
—
|
|
|
—
|
|
|
14,421
|
|
||||||
Issuance of common stock pursuant to the Secondary Offering, net of issuance costs of $1.1 million
|
—
|
|
|
—
|
|
|
|
250,000
|
|
|
—
|
|
|
37,394
|
|
|
—
|
|
|
—
|
|
|
37,394
|
|
||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
|
1,529,408
|
|
|
—
|
|
|
2,669
|
|
|
—
|
|
|
—
|
|
|
2,669
|
|
||||||
Share-based compensation for equity-classified awards
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
11,806
|
|
|
—
|
|
|
—
|
|
|
11,806
|
|
||||||
Balance at December 31, 2019
|
—
|
|
|
$
|
—
|
|
|
|
61,576,494
|
|
|
$
|
6
|
|
|
$
|
526,199
|
|
|
$
|
—
|
|
|
$
|
(142,115
|
)
|
|
$
|
384,090
|
|
BEYOND MEAT, INC.
|
||||||||||||
Statements of Cash Flows
|
||||||||||||
(In thousands)
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(12,443
|
)
|
|
$
|
(29,886
|
)
|
|
$
|
(30,384
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
8,106
|
|
|
4,921
|
|
|
3,181
|
|
|||
Non-cash expenses related to convertible note
|
|
—
|
|
|
—
|
|
|
1,123
|
|
|||
Share-based compensation expense
|
|
12,807
|
|
|
2,241
|
|
|
665
|
|
|||
Loss on sale of fixed assets
|
|
93
|
|
|
76
|
|
|
—
|
|
|||
Amortization of debt issuance costs
|
|
181
|
|
|
109
|
|
|
37
|
|
|||
Change in preferred and common stock warrant liabilities
|
|
12,503
|
|
|
1,120
|
|
|
385
|
|
|||
Restructuring loss on write-off of fixed assets
|
|
—
|
|
|
—
|
|
|
2,302
|
|
|||
|
|
|
|
|
|
|
||||||
Net change in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(27,454
|
)
|
|
(9,045
|
)
|
|
(2,702
|
)
|
|||
Inventories
|
|
(51,339
|
)
|
|
(22,113
|
)
|
|
(1,959
|
)
|
|||
Prepaid expenses and other assets
|
|
(2,362
|
)
|
|
325
|
|
|
(795
|
)
|
|||
Accounts payable
|
|
10,149
|
|
|
10,455
|
|
|
2,361
|
|
|||
Accrued expenses and other current liabilities
|
|
2,743
|
|
|
3,798
|
|
|
464
|
|
|||
Long-term liabilities
|
|
21
|
|
|
278
|
|
|
49
|
|
|||
Net cash used in operating activities
|
|
$
|
(46,995
|
)
|
|
$
|
(37,721
|
)
|
|
$
|
(25,273
|
)
|
|
|
|
|
|
|
|
||||||
Cash flows used in investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
$
|
(23,795
|
)
|
|
$
|
(22,228
|
)
|
|
$
|
(7,908
|
)
|
Proceeds from sale of fixed assets
|
|
—
|
|
|
67
|
|
|
—
|
|
|||
Purchases of property, plant and equipment held for sale
|
|
(2,123
|
)
|
|
(1,022
|
)
|
|
—
|
|
|||
Proceeds from sale of assets held for sale
|
|
299
|
|
|
—
|
|
|
—
|
|
|||
Payment of security deposits
|
|
(545
|
)
|
|
(59
|
)
|
|
(207
|
)
|
|||
Net cash used in investing activities
|
|
$
|
(26,164
|
)
|
|
$
|
(23,242
|
)
|
|
$
|
(8,115
|
)
|
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock pursuant to the initial public offering, net of issuance costs
|
|
$
|
254,868
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Proceeds from issuance of common stock pursuant to the secondary public offering, net of issuance costs
|
|
37,394
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from Series H preferred stock offering, net of offering costs
|
|
—
|
|
|
49,999
|
|
|
—
|
|
|||
Proceeds from Series G preferred stock offering, net of offering costs
|
|
—
|
|
|
1,347
|
|
|
43,188
|
|
|||
Proceeds from Series F preferred stock offering, net of offering costs
|
|
—
|
|
|
—
|
|
|
79
|
|
|||
Proceeds from convertible note issuance
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|||
(continued on next page)
|
BEYOND MEAT, INC.
|
||||||||||||
Statements of Cash Flows
|
||||||||||||
(In thousands)
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Proceeds from revolving credit line
|
|
—
|
|
|
6,000
|
|
|
2,500
|
|
|||
Proceeds from term loan borrowing
|
|
—
|
|
|
20,000
|
|
|
—
|
|
|||
Proceeds from equipment loan borrowing
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|||
Proceeds from payoff of notes receivable for restricted stock purchase
|
|
—
|
|
|
951
|
|
|
—
|
|
|||
Repayments on revolving credit line
|
|
—
|
|
|
(2,500
|
)
|
|
—
|
|
|||
Repayment on term loan
|
|
—
|
|
|
(1,000
|
)
|
|
(500
|
)
|
|||
Repayment of Missouri Note
|
|
—
|
|
|
(1,450
|
)
|
|
—
|
|
|||
Payments of capital lease obligations
|
|
(55
|
)
|
|
(153
|
)
|
|
(221
|
)
|
|||
Proceeds from exercise of stock options
|
|
2,669
|
|
|
1,369
|
|
|
379
|
|
|||
Proceeds from restricted stock exercise
|
|
—
|
|
|
2
|
|
|
—
|
|
|||
Payments of deferred offering costs
|
|
—
|
|
|
(2,415
|
)
|
|
—
|
|
|||
Debt issuance costs
|
|
—
|
|
|
(437
|
)
|
|
—
|
|
|||
Payment for repurchase of common stock
|
|
—
|
|
|
(514
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
$
|
294,876
|
|
|
$
|
76,199
|
|
|
$
|
55,425
|
|
Net increase in cash and cash equivalents
|
|
$
|
221,717
|
|
|
$
|
15,236
|
|
|
$
|
22,037
|
|
Cash and cash equivalents at the beginning of the period
|
|
54,271
|
|
|
39,035
|
|
|
16,998
|
|
|||
Cash and cash equivalents at the end of the period
|
|
$
|
275,988
|
|
|
$
|
54,271
|
|
|
$
|
39,035
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
3,019
|
|
|
$
|
924
|
|
|
$
|
269
|
|
Taxes
|
|
$
|
9
|
|
|
$
|
4
|
|
|
$
|
3
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Capital lease obligations for the purchase of property, plant and equipment
|
|
$
|
225
|
|
|
$
|
85
|
|
|
$
|
35
|
|
Issuance of convertible preferred stock warrants in connection with debt
|
|
$
|
—
|
|
|
$
|
248
|
|
|
$
|
—
|
|
Non-cash additions to property, plant and equipment
|
|
$
|
1,418
|
|
|
$
|
1,146
|
|
|
$
|
1,376
|
|
Offering costs, accrued not yet paid
|
|
$
|
—
|
|
|
$
|
745
|
|
|
$
|
—
|
|
Reclassification of warrant liability to additional paid-in capital in connection with the initial public offering
|
|
$
|
14,421
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Conversion of convertible preferred stock to common stock upon initial public offering
|
|
$
|
199,540
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(concluded)
|
|
|
|
|
|
|
Leasehold improvements
|
|
Shorter of lease term or estimated useful life
|
Furniture and fixtures
|
|
3 years
|
Manufacturing equipment
|
|
5 to 10 years
|
Research and development equipment
|
|
5 to 10 years
|
Software and computer equipment
|
|
3 years
|
Vehicles
|
|
5 years
|
|
|
|
•
|
Level 1—Unadjusted quoted prices in active markets accessible by the reporting entity for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
•
|
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant value drivers are observable.
|
•
|
Level 3—Valuations derived from valuation techniques in which significant value drivers are unobservable.
|
|
|
|
|
December 31, 2018
|
||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
Preferred stock warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,441
|
|
|
$
|
1,441
|
|
Common stock warrant liability
|
—
|
|
|
—
|
|
|
477
|
|
|
477
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,918
|
|
|
$
|
1,918
|
|
|
For the Year Ended December 31,
|
||
|
2018
|
|
2017
|
Expected term (in years)
|
2.0
|
|
3.0
|
Fair value of underlying shares
|
$19.02
|
|
$3.00
|
Volatility
|
55.0%
|
|
55.0%
|
Risk-free interest rate
|
2.48%
|
|
1.98%
|
Dividend yield
|
—
|
|
—
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance
|
|
$
|
1,918
|
|
|
$
|
550
|
|
|
$
|
165
|
|
Fair value of warrants issued during the period
|
|
—
|
|
|
248
|
|
|
—
|
|
|||
Change in fair value of warrant liability
|
|
12,503
|
|
|
1,120
|
|
|
385
|
|
|||
Reclassification of warrant liability to additional paid-in capital in connection with the IPO
|
|
(14,421
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
|
$
|
—
|
|
|
$
|
1,918
|
|
|
$
|
550
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues:
|
|
|
|
|
|
|
||||||
Gross Fresh Platform
|
|
$
|
306,585
|
|
|
$
|
81,686
|
|
|
$
|
18,109
|
|
Gross Frozen Platform
|
|
17,772
|
|
|
15,896
|
|
|
19,588
|
|
|||
Less: Discounts
|
|
(26,460
|
)
|
|
(9,648
|
)
|
|
(5,116
|
)
|
|||
Net revenues
|
|
$
|
297,897
|
|
|
$
|
87,934
|
|
|
$
|
32,581
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues:
|
|
|
|
|
|
|
||||||
Retail
|
|
$
|
144,809
|
|
|
$
|
50,779
|
|
|
$
|
25,490
|
|
Restaurant and Foodservice
|
|
153,088
|
|
|
37,155
|
|
|
7,091
|
|
|||
Net revenues
|
|
$
|
297,897
|
|
|
$
|
87,934
|
|
|
$
|
32,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Raw materials and packaging
|
$
|
36,884
|
|
|
$
|
13,756
|
|
Work in process
|
17,958
|
|
|
2,517
|
|
||
Finished goods
|
26,754
|
|
|
13,984
|
|
||
Total
|
$
|
81,596
|
|
|
$
|
30,257
|
|
|
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Manufacturing equipment
|
|
$
|
37,939
|
|
|
$
|
25,314
|
|
Research and development equipment
|
|
8,933
|
|
|
6,088
|
|
||
Leasehold improvements
|
|
7,620
|
|
|
7,080
|
|
||
Capital leases
|
|
1,108
|
|
|
882
|
|
||
Software
|
|
274
|
|
|
60
|
|
||
Furniture and fixtures
|
|
433
|
|
|
195
|
|
||
Vehicles
|
|
210
|
|
|
210
|
|
||
Assets not yet placed in service
|
|
11,666
|
|
|
3,374
|
|
||
Total property, plant and equipment
|
|
$
|
68,183
|
|
|
$
|
43,203
|
|
Less: accumulated depreciation and amortization
|
|
20,709
|
|
|
12,676
|
|
||
Property, plant and equipment, net
|
|
$
|
47,474
|
|
|
$
|
30,527
|
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
2018 Revolving Credit Facility (defined below)
|
$
|
6,000
|
|
|
$
|
6,000
|
|
2018 Term Loan Facility (defined below)
|
20,000
|
|
|
20,000
|
|
||
Equipment financing loan
|
5,000
|
|
|
5,000
|
|
||
Debt issuance costs
|
(431
|
)
|
|
(612
|
)
|
||
Total debt outstanding
|
$
|
30,569
|
|
|
$
|
30,388
|
|
Less: current portion of long-term debt
|
11,000
|
|
|
—
|
|
||
Long-term debt
|
$
|
19,569
|
|
|
$
|
30,388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||
|
2019
|
|
2018
|
|
2017
|
Risk-free interest rate
|
2.3%
|
|
2.8%
|
|
2.0%
|
Average expected term (years)
|
6.1
|
|
5.8
|
|
5.9
|
Expected volatility
|
55.0%
|
|
55.0%
|
|
55.0%
|
Dividend yield
|
—
|
|
—
|
|
—
|
•
|
Risk-Free Interest Rate: The yield on actively traded non-inflation indexed US Treasury notes with the same maturity as the expected term of the underlying options was used as the average risk-free interest rate.
|
•
|
Expected Term: As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the Company’s expected term is based on the simplified method, generally calculated as the mid-point between the vesting date and the end of the contractual term.
|
•
|
Expected Volatility: As the Company has only been a public entity since May 2, 2019, there is not a substantive share price history to calculate volatility and, as such, the Company has elected to use an approximation based on the volatility of other comparable public companies, which compete directly with the Company, over the expected term of the options.
|
•
|
Dividend Yield: The Company has not issued regular dividends on common shares in the past nor does the Company expect to issue dividends in the future.
|
|
|
|
|
Number
of Stock Options |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic
Value (in thousands)(1)
|
|||||
Outstanding at December 31, 2016
|
4,879,850
|
|
|
$
|
0.83
|
|
|
8.2
|
|
$
|
3,557
|
|
Granted
|
382,476
|
|
|
$
|
1.56
|
|
|
—
|
|
—
|
|
|
Exercised
|
(446,201
|
)
|
|
$
|
0.85
|
|
|
—
|
|
347
|
|
|
Cancelled/Forfeited
|
(609,096
|
)
|
|
$
|
0.97
|
|
|
—
|
|
—
|
|
|
Outstanding at December 31, 2017
|
4,207,029
|
|
|
$
|
0.88
|
|
|
7.2
|
|
$
|
8,936
|
|
Granted
|
2,136,012
|
|
|
$
|
6.49
|
|
|
—
|
|
—
|
|
|
Exercised
|
(1,139,962
|
)
|
|
$
|
1.20
|
|
|
—
|
|
5,722
|
|
|
Cancelled/Forfeited
|
(82,786
|
)
|
|
$
|
2.03
|
|
|
—
|
|
—
|
|
|
Outstanding at December 31, 2018
|
5,120,293
|
|
|
$
|
3.13
|
|
|
7.3
|
|
$
|
81,371
|
|
Granted
|
1,571,925
|
|
|
$
|
39.01
|
|
|
—
|
|
—
|
|
|
Exercised
|
(1,429,756
|
)
|
|
$
|
1.87
|
|
|
—
|
|
121,591
|
|
|
Cancelled/Forfeited
|
(91,486
|
)
|
|
$
|
9.33
|
|
|
—
|
|
—
|
|
|
Outstanding at December 31, 2019
|
5,170,976
|
|
|
$
|
14.28
|
|
|
7.5
|
|
$
|
329,879
|
|
Vested and exercisable at December 31, 2019
|
2,533,199
|
|
|
$
|
2.32
|
|
|
6.0
|
|
$
|
185,671
|
|
Vested and expected to vest at December 31, 2019
|
3,761,031
|
|
|
$
|
8.55
|
|
|
6.9
|
|
$
|
256,967
|
|
|
|
|
|
|
Number of Units
|
|
Weighted
Average Grant Date Fair Value Per Unit |
|||
Unvested at January 1, 2019
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
173,196
|
|
|
$
|
126.29
|
|
Vested
|
|
(23,552
|
)
|
|
$
|
84.84
|
|
Cancelled/Forfeited
|
|
(640
|
)
|
|
$
|
—
|
|
Unvested at December 31, 2019
|
|
149,004
|
|
|
$
|
132.73
|
|
|
|
|
|
Number
of Shares of Restricted Stock |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Weighted
Average
Grant Date
Fair Value
Per Share
|
|||
Unvested at December 31, 2017
|
—
|
|
|
—
|
|
$
|
—
|
|
Granted
|
135,791
|
|
|
—
|
|
$
|
17.03
|
|
Vested/Released
|
(35,664
|
)
|
|
—
|
|
$
|
17.03
|
|
Cancelled/Forfeited
|
—
|
|
|
—
|
|
$
|
—
|
|
Unvested at December 31, 2018
|
100,127
|
|
|
1.6
|
|
$
|
17.03
|
|
Granted
|
99,433
|
|
|
—
|
|
$
|
20.02
|
|
Vested/Released
|
(87,239
|
)
|
|
—
|
|
$
|
19.21
|
|
Cancelled/Forfeited
|
(23,333
|
)
|
|
—
|
|
$
|
—
|
|
Unvested at December 31, 2019
|
88,988
|
|
|
1.2
|
|
$
|
19.49
|
|
|
|
|
|
|
|
(in thousands)
|
Capital Lease
Obligations |
|
Operating
Lease
Obligations(1) |
|
Purchase
Commitments
|
||||||
Year Ended December 31,
|
|
|
|
|
|
||||||
2020
|
$
|
86
|
|
|
$
|
1,878
|
|
|
$
|
22,684
|
|
2021
|
80
|
|
|
1,813
|
|
|
21,418
|
|
|||
2022
|
71
|
|
|
1,817
|
|
|
—
|
|
|||
2023
|
58
|
|
|
1,840
|
|
|
—
|
|
|||
2024
|
30
|
|
|
1,353
|
|
|
—
|
|
|||
Thereafter
|
—
|
|
|
5,167
|
|
|
—
|
|
|||
|
|
|
$
|
13,868
|
|
|
$
|
44,102
|
|
||
Total minimum lease payments
|
$
|
325
|
|
|
|
|
|
||||
Less: imputed interest (4.1% to 15.9%)
|
(34
|
)
|
|
|
|
|
|||||
Total capital lease obligations
|
$
|
291
|
|
|
|
|
|
||||
Less: current portion of capital lease obligations
|
(72
|
)
|
|
|
|
|
|||||
Long-term capital lease obligations
|
$
|
219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Year Ended December 31,
|
||||||||||
Current:
|
|
2019
|
|
2018
|
|
2017
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
9
|
|
|
1
|
|
|
5
|
|
|||
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Provision for income tax
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S. income tax at federal statutory rate
|
|
$
|
(2,611
|
)
|
|
$
|
(6,276
|
)
|
|
$
|
(10,329
|
)
|
State income tax, net of federal benefits
|
|
(2,550
|
)
|
|
(1,072
|
)
|
|
(1,041
|
)
|
|||
Stock warrant liability
|
|
2,626
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation
|
|
(21,236
|
)
|
|
(615
|
)
|
|
81
|
|
|||
Research and development credits
|
|
(8
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|||
Return to provision and other
|
|
—
|
|
|
29
|
|
|
—
|
|
|||
Change in tax rates
|
|
73
|
|
|
668
|
|
|
11,783
|
|
|||
Other
|
|
(98
|
)
|
|
363
|
|
|
470
|
|
|||
Change in valuation allowance
|
|
23,813
|
|
|
6,910
|
|
|
(955
|
)
|
|||
Provision for income tax
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Deferred Tax Assets:
|
|
|
|
|
||||
Net operating loss (NOL)
|
|
$
|
50,663
|
|
|
$
|
29,634
|
|
Intangibles
|
|
1,252
|
|
|
1,407
|
|
||
Share-based compensation
|
|
2,704
|
|
|
83
|
|
||
Interest
|
|
—
|
|
|
148
|
|
||
Inventory reserve
|
|
1,509
|
|
|
—
|
|
||
Other
|
|
204
|
|
|
628
|
|
||
Total gross deferred tax assets
|
|
56,332
|
|
|
31,900
|
|
||
Deferred Tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
904
|
|
|
283
|
|
||
Total gross deferred tax liabilities
|
|
904
|
|
|
283
|
|
||
|
|
|
|
|
||||
Valuation allowance
|
|
55,428
|
|
|
31,617
|
|
||
Net deferred tax assets (liabilities)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Gross unrecognized tax benefits at the beginning of the year
|
|
$
|
1,846
|
|
|
$
|
1,201
|
|
Increases related to current year positions
|
|
1,695
|
|
|
888
|
|
||
Increases/Decreases related to prior year positions
|
|
(205
|
)
|
|
(243
|
)
|
||
Gross unrecognized tax benefits at the end of the year
|
|
$
|
3,336
|
|
|
$
|
1,846
|
|
|
|
|
(in thousands, except share and per share amounts)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net loss available to common stockholders
|
|
$
|
(12,443
|
)
|
|
$
|
(29,886
|
)
|
|
$
|
(30,384
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding—basic
|
|
42,274,777
|
|
|
6,287,172
|
|
|
5,457,629
|
|
|||
Dilutive effect of stock equivalents resulting from stock options, RSUs, common stock warrants, preferred stock warrants and convertible preferred stock (as converted)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares outstanding—diluted
|
|
42,274,777
|
|
|
6,287,172
|
|
|
5,457,629
|
|
|||
Net loss per share available to common stockholders—basic and diluted
|
|
$
|
(0.29
|
)
|
|
$
|
(4.75
|
)
|
|
$
|
(5.57
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
||||
Options to purchase common stock
|
|
5,170,976
|
|
|
—
|
|
|
—
|
|
Restricted stock units
|
|
149,004
|
|
|
—
|
|
|
—
|
|
Convertible preferred stock (as converted)
|
|
—
|
|
|
39,953,983
|
|
|
39,361,211
|
|
Preferred stock warrants
|
|
—
|
|
|
160,767
|
|
|
160,767
|
|
Total
|
|
5,319,980
|
|
|
40,114,750
|
|
|
39,521,978
|
|
|
|
|
|
|
|
|
Three Months Ended(1)
|
||||||||||||||||||||||||||||||
(in thousands)
|
Mar. 31,
2018
|
|
Jun. 30,
2018
|
|
Sep. 29,
2018
|
|
Dec. 31,
2018
|
|
Mar. 30,
2019
|
|
Jun. 29,
2019
|
|
Sep. 28,
2019
|
|
Dec. 31,
2019
|
||||||||||||||||
Net revenues
|
$
|
12,776
|
|
|
$
|
17,367
|
|
|
$
|
26,277
|
|
|
$
|
31,514
|
|
|
$
|
40,206
|
|
|
$
|
67,251
|
|
|
$
|
91,961
|
|
|
$
|
98,479
|
|
Cost of goods sold
|
10,719
|
|
|
14,755
|
|
|
21,235
|
|
|
23,651
|
|
|
29,435
|
|
|
44,510
|
|
|
59,178
|
|
|
65,018
|
|
||||||||
Gross profit
|
2,057
|
|
|
2,612
|
|
|
5,042
|
|
|
7,863
|
|
|
10,771
|
|
|
22,741
|
|
|
32,783
|
|
|
33,461
|
|
||||||||
Gross margin
|
16.1
|
%
|
|
15.0
|
%
|
|
19.2
|
%
|
|
25.0
|
%
|
|
26.8
|
%
|
|
33.8
|
%
|
|
35.6
|
%
|
|
34.0
|
%
|
||||||||
Research and development expenses
|
1,605
|
|
|
2,497
|
|
|
2,165
|
|
|
3,320
|
|
|
4,498
|
|
|
4,212
|
|
|
5,951
|
|
|
5,989
|
|
||||||||
Selling, general and administrative expenses
|
5,737
|
|
|
7,043
|
|
|
10,353
|
|
|
11,328
|
|
|
11,177
|
|
|
15,515
|
|
|
20,944
|
|
|
27,090
|
|
||||||||
Restructuring expenses
|
294
|
|
|
348
|
|
|
528
|
|
|
345
|
|
|
394
|
|
|
847
|
|
|
2,319
|
|
|
1,309
|
|
||||||||
Total operating expenses
|
7,636
|
|
|
9,888
|
|
|
13,046
|
|
|
14,993
|
|
|
16,069
|
|
|
20,574
|
|
|
29,214
|
|
|
34,388
|
|
||||||||
(Loss) income from operations
|
(5,579
|
)
|
|
(7,276
|
)
|
|
(8,004
|
)
|
|
(7,130
|
)
|
|
(5,298
|
)
|
|
2,167
|
|
|
3,569
|
|
|
(927
|
)
|
||||||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest expense
|
(47
|
)
|
|
(28
|
)
|
|
(313
|
)
|
|
(740
|
)
|
|
(733
|
)
|
|
(741
|
)
|
|
(855
|
)
|
|
(742
|
)
|
||||||||
Remeasurement of warrant liability
|
(129
|
)
|
|
(130
|
)
|
|
(994
|
)
|
|
133
|
|
|
(759
|
)
|
|
(11,744
|
)
|
|
—
|
|
|
—
|
|
||||||||
Other, net
|
59
|
|
|
38
|
|
|
(31
|
)
|
|
286
|
|
|
141
|
|
|
898
|
|
|
1,385
|
|
|
1,205
|
|
||||||||
Total other (expense) income, net
|
(117
|
)
|
|
(120
|
)
|
|
(1,338
|
)
|
|
(321
|
)
|
|
(1,351
|
)
|
|
(11,587
|
)
|
|
530
|
|
|
463
|
|
||||||||
(Loss) income before taxes
|
(5,696
|
)
|
|
(7,396
|
)
|
|
(9,342
|
)
|
|
(7,451
|
)
|
|
(6,649
|
)
|
|
(9,420
|
)
|
|
4,099
|
|
|
(464
|
)
|
||||||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
(12
|
)
|
||||||||
Net (loss) income
|
$
|
(5,696
|
)
|
|
$
|
(7,396
|
)
|
|
$
|
(9,342
|
)
|
|
$
|
(7,452
|
)
|
|
$
|
(6,649
|
)
|
|
$
|
(9,441
|
)
|
|
$
|
4,099
|
|
|
$
|
(452
|
)
|
Net (loss) income per share available to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
(0.98
|
)
|
|
$
|
(1.22
|
)
|
|
$
|
(1.45
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
0.07
|
|
|
$
|
(0.01
|
)
|
Diluted
|
$
|
(0.98
|
)
|
|
$
|
(1.22
|
)
|
|
$
|
(1.45
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.01
|
)
|
(1)
|
The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of rounding and changes in the number of weighted-average shares outstanding for each period.
|
EXHIBIT INDEX
|
|||||||||||
Exhibit No.
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed Herewith
|
|||||
|
|
|
|
Form
|
|
Date
|
|
Number
|
|
|
|
10.6
|
|
|
S-1
|
|
11/16/2018
|
|
10.4
|
|
|
|
|
10.7
|
|
|
S-1
|
|
11/16/2018
|
|
10.5
|
|
|
|
|
10.8
|
|
|
S-1
|
|
11/16/2018
|
|
10.6
|
|
|
|
|
10.9
|
|
|
S-1
|
|
11/16/2018
|
|
10.7
|
|
|
|
|
10.10
|
|
|
S-1
|
|
11/16/2018
|
|
10.8
|
|
|
|
|
10.11
|
|
|
S-1
|
|
11/16/2018
|
|
10.9
|
|
|
|
|
10.12
|
|
|
8-K
|
|
1/15/2020
|
|
10.1
|
|
|
|
|
10.13
|
|
|
S-1/A
|
|
4/15/2019
|
|
10.21
|
|
|
|
|
10.14
|
|
|
10-Q
|
|
9/28/2019
|
|
10.1
|
|
|
|
|
10.15
|
|
|
S-1/A
|
|
1/9/2019
|
|
10.11
|
|
|
|
|
10.16
|
|
|
S-1/A
|
|
4/15/2019
|
|
10.12
|
|
|
|
|
10.17
|
|
|
S-1/A
|
|
1/9/2019
|
|
10.13
|
|
|
|
|
10.18
|
|
|
10-Q
|
|
7/29/2019
|
|
10.1
|
|
|
|
|
10.19
|
|
|
10-Q
|
|
7/29/2019
|
|
10.2
|
|
|
|
|
10.20
|
|
|
S-1/A
|
|
1/9/2019
|
|
10.14
|
|
|
|
|
10.21
|
|
|
S-1
|
|
11/16/2018
|
|
10.15
|
|
|
|
|
10.22
|
|
|
S-1
|
|
11/16/2018
|
|
10.16
|
|
|
|
EXHIBIT INDEX
|
|||||||||||
Exhibit No.
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed Herewith
|
|||||
|
|
|
|
Form
|
|
Date
|
|
Number
|
|
|
|
10.23
|
|
|
S-1
|
|
11/16/2018
|
|
10.17
|
|
|
|
|
10.24
|
|
|
S-1
|
|
11/16/2018
|
|
10.18
|
|
|
|
|
10.25
|
|
|
S-1/A
|
|
4/15/2019
|
|
10.19
|
|
|
|
|
10.26
|
|
|
S-1/A
|
|
1/9/2019
|
|
10.20
|
|
|
|
|
10.27
|
|
|
S-1/A
|
|
3/27/2019
|
|
10.23
|
|
|
|
|
10.28
|
|
|
8-K
|
|
5/20/2019
|
|
10.1
|
|
|
|
|
10.29
|
|
|
8-K
|
|
9/19/2019
|
|
10.1
|
|
|
|
|
10.30
|
|
|
8-K/A
|
|
3/5/2020
|
|
10.2
|
|
|
|
|
10.31
|
|
|
|
|
|
|
|
|
X
|
||
10.32
|
|
|
|
|
|
|
|
|
X
|
||
21.1
|
|
|
|
|
|
|
|
|
X
|
||
23.1
|
|
|
|
|
|
|
|
|
X
|
||
31.1
|
|
|
|
|
|
|
|
|
X
|
||
31.2
|
|
|
|
|
|
|
|
|
X
|
||
32.1**
|
|
|
|
|
|
|
|
|
X
|
||
32.2**
|
|
|
|
|
|
|
|
|
X
|
BEYOND MEAT, INC.
|
|
|
|
By:
|
/s/ Ethan Brown
|
Name:
|
Ethan Brown
|
Title:
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Ethan Brown
|
|
President, Chief Executive Officer, and Director (Principal Executive Officer)
|
|
March 19, 2020
|
Ethan Brown
|
|
|
||
|
|
|
|
|
/s/ Mark J. Nelson
|
|
Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
|
March 19, 2020
|
Mark J. Nelson
|
|
|
||
|
|
|
|
|
/s/ Seth Goldman
|
|
Chairman of the Board
|
|
March 19, 2020
|
Seth Goldman
|
|
|
||
|
|
|
|
|
/s/ Diane Carhart
|
|
Director
|
|
March 19, 2020
|
Diane Carhart
|
|
|
||
|
|
|
|
|
/s/ Raymond J. Lane
|
|
Director
|
|
March 19, 2020
|
Raymond J. Lane
|
|
|
||
|
|
|
|
|
/s/ Bernhard van Lengerich
|
|
Director
|
|
March 19, 2020
|
Bernhard van Lengerich, Ph.D.
|
|
|
||
|
|
|
|
|
/s/ Ned Segal
|
|
Director
|
|
March 19, 2020
|
Ned Segal
|
|
|
||
|
|
|
|
|
/s/ Christopher Isaac Stone
|
|
Director
|
|
March 19, 2020
|
Christopher Isaac Stone
|
|
|
||
|
|
|
|
|
/s/ Donald Thompson
|
|
Director
|
|
March 19, 2020
|
Donald Thompson
|
|
|
||
|
|
|
|
|
/s/ Kathy N. Waller
|
|
Director
|
|
March 19, 2020
|
Kathy N. Waller
|
|
|
•
|
500,000,000 shares are designated as common stock; and
|
•
|
500,000 shares are designated as preferred stock.
|
•
|
any derivative action or proceeding brought on our behalf;
|
•
|
any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any of our directors, officers, employees or agents or our stockholders;
|
•
|
any action asserting a claim against us arising pursuant to the DGCL; and
|
•
|
any action regarding our restated certificate of incorporation or our amended and restated bylaws or any action asserting a claim against us that is governed by the internal affairs doctrine;
|
1.
|
Amendments to Lease.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Beyond Meat, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
[paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
March 19, 2020
|
|
By:
|
/s/ Ethan Brown
|
|
|
|
|
Ethan Brown
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Beyond Meat, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
[paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
March 19, 2020
|
|
By:
|
/s/ Mark J. Nelson
|
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Mark J. Nelson
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Chief Financial Officer and Treasurer
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(Principal Financial Officer)
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(1)
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the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2019 (the “Report”), as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
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Date:
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March 19, 2020
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By:
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/s/ Ethan Brown
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Ethan Brown
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President and Chief Executive Officer
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(Principal Executive Officer)
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(1)
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the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2019 (the “Report”), as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
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Date:
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March 19, 2020
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By:
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/s/ Mark J. Nelson
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Mark J. Nelson
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Chief Financial Officer and Treasurer
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(Principal Financial Officer)
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