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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to
                  
Commission File Number: 001-38879
https://cdn.kscope.io/2c5980715180e3cd8a039f90e10ef9a6-BYNDNewLogo_Q3 2023.gif
BEYOND MEAT, INC.
(Exact name of registrant as specified in its charter)
Delaware
26-4087597
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

888 N. Douglas Street, Suite 100
El Segundo, CA 90245
(Address, including zip code, of principal executive offices)

(866) 756-4112
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)
 Name of each exchange on which registered
Common Stock, $0.0001 par value BYND The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                Yes     No   
    
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes     No  
    
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                Yes     No  
As of November 7, 2023, the registrant had 64,540,906 shares of common stock, $0.0001 par value per share, outstanding.



TABLE OF CONTENTS
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Note Regarding Forward-Looking Statements
This report includes forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties concerning the business, products and financial results of Beyond Meat, Inc. (including its subsidiaries unless the context otherwise requires, “Beyond Meat,” “we,” “us,” “our” or the “Company”). We have based these forward-looking statements largely on our current opinions, expectations, beliefs, plans, objectives, assumptions and projections about future events and financial trends affecting the operating results and financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:
the impact of inflation and rising interest rates across the economy, including higher food, grocery, raw materials, transportation, energy, labor and fuel costs;
a continued decrease in demand, and the underlying factors negatively impacting demand, in the plant-based meat category;
risks and uncertainties related to certain cost-reduction initiatives, cost structure improvements, workforce reductions and executive leadership changes, and the timing and success of reducing operating expenses and achieving certain financial goals and cash flow positive objectives;
the timing and success of narrowing our commercial focus to certain growth opportunities; accelerating activities that prioritize gross margin expansion and cash generation; changes to our pricing architecture within certain channels; and accelerated, cash-accretive inventory reduction initiatives;
our ability to successfully execute our global operations review, including the potential exit of select product lines; further optimization of our manufacturing capacity and real estate footprint; and a review and potential restructuring of our operations in China;
the impact of adverse and uncertain economic and political conditions in the U.S. and international markets, including concerns about the likelihood of an economic recession, downturn or periods of rising or high inflation;
reduced consumer confidence and changes in consumer spending, including spending to purchase our products, and negative trends in consumer purchasing patterns due to levels of consumers’ disposable income, credit availability and debt levels, and economic conditions, including due to recessionary and inflationary pressures;
our inability to properly manage and ultimately sell our inventory in a timely manner, which could require us to sell our products through liquidation channels at lower prices, write-down or write-off obsolete inventory, or increase inventory reserves;
any future impairment charges, including due to any future changes in estimates, judgments or assumptions, failure to achieve forecasted operating results, weakness in the economic environment, changes in market conditions and/or declines in our market capitalization;
the sufficiency of our cash and cash equivalents to meet our liquidity needs, including estimates of our expenses, future revenues, capital expenditures, capital requirements and our needs for additional financing;
our ability to accurately predict consumer taste preferences, trends and demand and successfully innovate, introduce and commercialize new products and improve existing products, including in new geographic markets;
the effects of competitive activity from our market competitors and new market entrants;
disruption to, and the impact of uncertainty in, our domestic and international supply chain, including labor shortages and disruption, shipping delays and disruption, and the impact of cyber incidents at suppliers and vendors;
ii


our ability to streamline operations and improve cost efficiencies, which could result in the contraction of our business and the implementation of significant cost cutting measures such as further downsizing and exiting certain operations, including product lines, domestically and/or abroad;
the impact of uncertainty as a result of doing business in China and Europe, including as a result of our review and potential restructuring of our operations in China;
the volatility of or inability to access the capital markets, including due to macroeconomic factors, geopolitical tensions or the outbreak of hostilities or war—for example, the war in Ukraine and the escalating conflict in Israel, Gaza and surrounding areas;
changes in the retail landscape, including our ability to maintain and expand our distribution footprint, the timing, success and level of trade and promotion discounts, our ability to maintain and grow market share and increase household penetration, repeat purchases, buying rates (amount spent per buyer) and purchase frequency, and our ability to maintain and increase sales velocity of our products;
changes in the foodservice landscape, including the timing, success and level of marketing and other financial incentives to assist in the promotion of our products, our ability to maintain and grow market share and attract and retain new foodservice customers or retain existing foodservice customers, and our ability to introduce and sustain offering of our products on menus;
the timing and success of distribution expansion and new product introductions in increasing revenues and market share;
the timing and success of strategic Quick Service Restaurant (“QSR”) partnership launches and limited time offerings resulting in permanent menu items;
foreign currency exchange rate fluctuations;
our ability to identify and execute cost-down initiatives intended to achieve price parity with animal protein;
the effectiveness of our business systems and processes;
our estimates of the size of our market opportunities and ability to accurately forecast market growth;
our ability to effectively optimize our manufacturing and production capacity, and real estate footprint, including consolidating manufacturing facilities and production lines, exiting co-manufacturing arrangements and effectively managing capacity for specific products with shifts in demand;
risks associated with underutilization of capacity which could give rise to increased costs per unit, underutilization fees, termination fees and other costs to exit certain supply chain arrangements and product lines, and/or the write-down or write-off of certain equipment;
our ability to accurately forecast our future results of operations and financial goals or targets, including fluctuations in demand for our products and in the plant-based meat category generally and increased competition;
our ability to accurately forecast demand for our products and manage our inventory, including the impact of customer orders ahead of holidays and shelf reset activities, customer and distributor changes and buying patterns, such as reductions in targeted inventory levels, and supply chain and labor disruptions, including due to the impact of cyber incidents at suppliers and vendors;
our operational effectiveness and ability to fulfill orders in full and on time;
variations in product selling prices and costs, the timing and success of changes to our pricing architecture within certain channels, and the mix of products sold;
our ability to successfully enter new geographic markets, manage our international business and comply with any applicable laws and regulations, including risks associated with doing business in foreign countries, substantial investments in our manufacturing operations in China and the Netherlands, and our ability to comply with the U.S. Foreign Corrupt Practices Act (“FCPA”) or other anti-corruption laws;
our ability to protect our brand against misinformation about our products and the plant-based meat category, real or perceived quality or health issues with our products, marketing campaigns aimed at generating negative publicity regarding our products and the plant-based meat category, including
iii


regarding the nutritional value of our products, and other issues that could adversely affect our brand and reputation;
the effects of global outbreaks of pandemics (such as the COVID-19 pandemic), epidemics or other public health crises, or fear of such crises;
the success of our marketing initiatives and the ability to maintain and grow our brand awareness, maintain, protect and enhance our brand, attract and retain new customers and maintain and grow our market share, particularly while we are seeking to reduce our operating expenses;
our ability to attract, maintain and effectively expand our relationships with key strategic foodservice partners;
our ability to attract and retain our suppliers, distributors, co-manufacturers and customers;
our ability to procure sufficient high-quality raw materials at competitive prices to manufacture our products;
the availability of pea and other proteins that meet our standards;
our ability to diversify the protein sources used for our products;
our ability to differentiate and continuously create innovative products, respond to competitive innovation and achieve speed-to-market;
our ability to successfully execute our strategic initiatives;
the volatility associated with ingredient, packaging, transportation and other input costs;
our ability to keep pace with technological changes impacting the development of our products and implementation of our business needs;
significant disruption in, or breach in security of our or our suppliers’ or vendors’ information technology systems, and resultant interruptions in service and any related impact on our reputation, including data privacy, and any potential impact on our supply chain, including on customer demand, order fulfillment and lost sales, and the resulting timing and/or amount of net revenues recognized;
the ability of our transportation providers to ship and deliver our products in a timely and cost effective manner;
senior management and key personnel changes, the attraction, training and retention of qualified employees and key personnel, and our ability to maintain our company culture;
the effects of organizational changes including reductions-in-force and realignment of reporting structures;
the success of operations conducted by joint ventures where we share ownership and management of a company with one or more parties who may not have the same goals, strategies or priorities as we do and where we do not receive all of the financial benefit;
the timing, impact and success of restructuring certain contracts and operating activities related to Beyond Meat Jerky and our assumption of distribution responsibilities for Beyond Meat Jerky;
risks related to use of a professional employer organization to administer human resources, payroll and employee benefits functions for certain of our international employees, and use of certain third party service providers for the performance of several business operations including payroll and human capital management services;
the impact of potential workplace hazards;
the effects of natural or man-made catastrophic or severe weather events, including events brought on by climate change, particularly involving our or any of our co-manufacturers’ manufacturing facilities, our suppliers’ facilities, or any other vital aspects of our supply chain;
the effectiveness of our internal controls;
accounting estimates based on judgment and assumptions that may differ from actual results;
iv


the requirements of being a public company and effects of increased administrative costs related to compliance and reporting obligations;
risks related to our debt, including our ability to repay our indebtedness, limitations on our cash flow from operations and our ability to satisfy our obligations under the convertible senior notes; our ability to raise the funds necessary to repurchase the convertible senior notes for cash, under certain circumstances, or to pay any cash amounts due upon conversion; provisions in the indenture governing the convertible senior notes delaying or preventing an otherwise beneficial takeover of us; and any adverse impact on our reported financial condition and results from the accounting methods for the convertible senior notes;
our ability to meet our obligations under our El Segundo Campus and Innovation Center ("Campus Headquarters") lease (“Campus Lease”), the timing of occupancy and completion of the build-out of our space, cost overruns, delays, the impact of workforce reductions or other cost-reduction initiatives on our space demands, and the timing and success of subleasing excess space at our Campus Headquarters;
our ability to meet our obligations under leases for our corporate offices, manufacturing facilities and warehouses, or risks related to excess space capacity under our leases due to workforce reductions or other cost-reduction initiatives;
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;
new or pending legislation, or changes in laws, regulations or policies of governmental agencies or regulators, both in the U.S. and abroad, affecting plant-based meat, the labeling or naming of our products, or our brand name or logo;
the failure of acquisitions and other investments to be efficiently integrated and produce the results we anticipate;
risks inherent in investment in real estate;
the financial condition of, and our relationships with our suppliers, co-manufacturers, distributors, retailers, and foodservice customers, and their future decisions regarding their relationships with us;
our ability and the ability of our suppliers and co-manufacturers to comply with food safety, environmental or other laws or regulations and the impact of any non-compliance on our operations, brand reputation, and ability to fulfill customer orders in full and on time;
seasonality, including increased levels of purchasing by customers ahead of holidays, customer shelf reset activity and the timing of product restocking by our retail customers;
the impact of increased scrutiny from a variety of stakeholders, institutional investors and governmental bodies on environmental, social and governance (“ESG”) practices, including expanding mandatory and voluntary reporting, diligence and disclosure on ESG matters;
the outcomes of legal or administrative proceedings, or new legal or administrative proceedings filed against us;
our, our suppliers’ and our co-manufacturers’ ability to protect our proprietary technology, intellectual property and trade secrets adequately;
the impact of tariffs and trade wars;
the impact of changes in tax laws; and
the risks discussed in Part I, Item 1A, “Risk Factors,” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2023 (the “2022 10-K”), Part II, Item 1A, “Risk Factors,” included herein, and those discussed in other documents we file from time to time with the SEC.
In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “might,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,”
v


“predicts,” “potential,” “seek,” “would” or “continue,” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.
This report also contains estimates and other statistical data obtained from independent parties and by us relating to market size and growth and other data about our industry and ultimate consumers. The number of retail and foodservice outlets where Beyond Meat branded products are available was derived from rolling 52-week data as of September 2023. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and data. Such data does not reflect our assumption of distribution for Beyond Meat Jerky in the fourth quarter of 2023 which is expected to limit our distribution reach for Beyond Meat Jerky and substantially reduce our total number of U.S. retail distribution outlets in subsequent quarters.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date of this report. You should not put undue reliance on any forward-looking statements. We assume no obligation to publicly update or revise any forward-looking statements because of new information, future events, changes in assumptions or otherwise, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
“Beyond Meat,” “Beyond Burger,” “Beyond Beef,” “Beyond Sausage,” “Beyond Breakfast Sausage,” “Beyond Meatballs,” “Beyond Chicken,” “Beyond Popcorn Chicken,” “Beyond Steak,” the Caped Steer Logo and “Eat What You Love” are registered or pending trademarks of Beyond Meat, Inc. in the United States and, in some cases, in certain other countries. All other brand names or trademarks appearing in this report are the property of their respective holders. Solely for convenience, the trademarks and trade names contained herein are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.


vi


Part I. Financial Information
ITEM I. FINANCIAL STATEMENTS

BEYOND MEAT, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(unaudited)
September 30,
2023
December 31,
2022
Assets
Current assets:
Cash and cash equivalents$217,545 $309,922 
Restricted cash, current2,689  
Accounts receivable, net35,763 34,198 
Inventory194,570 235,696 
Prepaid expenses and other current assets20,938 20,700 
Assets held for sale118 5,943 
Total current assets$471,623 $606,459 
Restricted cash, non-current12,600 12,627 
Property, plant, and equipment, net245,373 257,002 
Operating lease right-of-use assets132,671 87,595 
Prepaid lease costs, non-current60,680 85,472 
Other non-current assets, net4,550 10,744 
Investment in unconsolidated joint venture1,711 2,325 
Total assets$929,208 $1,062,224 
Liabilities and stockholders’ deficit:
Current liabilities:
Accounts payable$61,861 $55,300 
Current portion of operating lease liabilities3,083 3,812 
Accrued expenses and other current liabilities13,914 16,729 
Total current liabilities$78,858 $75,841 
Long-term liabilities:
Convertible senior notes, net$1,136,558 $1,133,608 
Operating lease liabilities, net of current portion76,382 55,854 
Finance lease obligations and other long-term liabilities316 469 
Total long-term liabilities$1,213,256 $1,189,931 
(continued on the next page)




































1


BEYOND MEAT, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(unaudited)
September 30,
2023
December 31,
2022
Commitments and Contingencies (Note 10)
Stockholders’ deficit:
Preferred stock, par value $0.0001 per share—500,000 shares authorized, none issued and outstanding
$ $ 
Common stock, par value $0.0001 per share—500,000,000 shares authorized; 64,460,196 and 63,773,982 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively
6 6 
Additional paid-in capital567,927 544,357 
Accumulated deficit(926,143)(743,109)
Accumulated other comprehensive loss(4,696)(4,802)
Total stockholders’ deficit$(362,906)$(203,548)
Total liabilities and stockholders’ deficit$929,208 $1,062,224 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




































2


BEYOND MEAT, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(unaudited)
Three Months Ended Nine Months Ended
September 30,
2023
October 1,
2022
September 30,
2023
October 1,
2022
Net revenues$75,312 $82,500 $269,697 $338,995 
Cost of goods sold82,566 97,340 268,493 359,807 
Gross (loss) profit(7,254)(14,840)1,204 (20,812)
Research and development expenses9,118 13,413 30,323 49,293 
Selling, general and administrative expenses
53,252 54,495 152,607 192,624 
Restructuring expenses(4)6,993 (631)14,321 
Total operating expenses62,366 74,901 182,299 256,238 
Loss from operations(69,620)(89,741)(181,095)(277,050)
Other (expense) income, net:
Interest expense(989)(1,040)(2,967)(3,173)
Other, net243 (2,151)4,897 (8,177)
Total other (expense) income, net(746)(3,191)1,930 (11,350)
Loss before taxes(70,366)(92,932)(179,165)(288,400)
Income tax expense  5 21 
Equity in losses of unconsolidated joint venture126 8,746 3,864 10,849 
Net loss$(70,492)$(101,678)$(183,034)$(299,270)
Net loss per share available to common stockholders—basic and diluted$(1.09)$(1.60)$(2.85)$(4.71)
Weighted average common shares outstanding—basic and diluted64,398,448 63,694,592 64,210,809 63,579,763 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




































3


BEYOND MEAT, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(unaudited)
Three Months EndedNine Months Ended
September 30,
2023
October 1,
2022
September 30,
2023
October 1,
2022
Net loss$(70,492)$(101,678)$(183,034)$(299,270)
Other comprehensive loss, net of tax:
Foreign currency translation gain (loss), net of tax261 (1,672)106 (4,654)
Comprehensive loss, net of tax$(70,231)$(103,350)$(182,928)$(303,924)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




































4


BEYOND MEAT, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Deficit
(In thousands, except share data)
(unaudited)
Common StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal
SharesAmount
Balance at December 31, 202163,400,899 $6 $510,014 $(376,972)$(553)$132,495 
Net loss— — — (100,458)— (100,458)
Issuance of common stock under equity incentive plans, net124,500 — 375 — — 375 
Share-based compensation for equity classified awards— — 9,292 — — 9,292 
Foreign currency translation adjustment— — — — (723)(723)
Balance at April 2, 202263,525,399 $6 $519,681 $(477,430)$(1,276)$40,981 
Net loss— — — (97,134)— (97,134)
Issuance of common stock under equity incentive plans, net117,970 — 165 — — 165 
Share-based compensation for equity classified awards— — 10,306 — — 10,306 
Foreign currency translation adjustment— — — — (2,259)(2,259)
Balance at July 2, 202263,643,369 $6 $530,152 $(574,564)$(3,535)$(47,941)
Net loss— — — (101,678)— (101,678)
Issuance of common stock under equity incentive plans, net92,256 — (3)— — (3)
Share-based compensation for equity classified awards— — 9,250 — — 9,250 
Foreign currency translation adjustment— — — — (1,672)(1,672)
Balance at October 1, 202263,735,625 $6 $539,399 $(676,242)$(5,207)$(142,044)





















































5



BEYOND MEAT, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Deficit
(In thousands, except share data)
(unaudited)
Common StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal
SharesAmount
Balance at December 31, 202263,773,982 $6 $544,357 $(743,109)$(4,802)$(203,548)
Net loss— — — (59,037)— (59,037)
Issuance of common stock under equity incentive plans, net376,772 — (117)— — (117)
Share-based compensation for equity classified awards— — 9,565 — — 9,565 
Foreign currency translation adjustment— — — — 3 3 
Balance at April 1, 202364,150,754 $6 $553,805 $(802,146)$(4,799)$(253,134)
Net loss— — — (53,505)— (53,505)
Issuance of common stock under equity incentive plans, net167,492 — (69)— — (69)
Share-based compensation for equity classified awards— — 7,748 — — 7,748 
Foreign currency translation adjustment— — — — (158)(158)
Balance at July 1, 202364,318,246 $6 $561,484 $(855,651)$(4,957)$(299,118)
Net loss— — — (70,492)— (70,492)
Issuance of common stock under equity incentive plans, net141,950 — (35)— — (35)
Share-based compensation for equity classified awards— — 6,478 — — 6,478 
Foreign currency translation adjustment— — — — 261 261 
Balance at September 30, 202364,460,196 $6 $567,927 $(926,143)$(4,696)$(362,906)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




































6


BEYOND MEAT, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
Nine Months Ended
September 30,
2023
October 1,
2022
Cash flows from operating activities:
Net loss$(183,034)$(299,270)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization17,707 23,255 
Non-cash lease expense5,997 3,389 
Share-based compensation expense23,791 28,848 
Loss on sale of fixed assets3,876 946 
Amortization of debt issuance costs2,951 2,951 
Equity in losses of unconsolidated joint venture3,864 10,849 
Write-off of note receivable3,795  
Unrealized losses on foreign currency transactions2,740 11,160 
Net change in operating assets and liabilities:
Accounts receivable(1,806)7,703 
Inventories40,470 (12,411)
Prepaid expenses and other assets1,282 7,802 
Accounts payable8,335 (2,922)
Accrued expenses and other current liabilities(2,752)(3,429)
Prepaid lease costs, non-current(3,254)(49,063)
Operating lease liabilities(3,244)(3,177)
Long-term liabilities 3,022 
Net cash used in operating activities$(79,282)$(270,347)
Cash flows from investing activities:
Purchases of property, plant and equipment$(8,567)$(59,952)
Proceeds from sale of fixed assets2,477  
Payments for investment in joint venture(3,250)(10,000)
Payments of security deposits (752)
Net cash used in investing activities$(9,340)$(70,704)
Cash flows from financing activities:
Principal payments under finance lease obligations$(168)$(152)
Proceeds from exercise of stock options171 1,610 
Payments of minimum withholding taxes on net share settlement of equity awards(391)(1,073)
Net cash (used in) provided by financing activities$(388)$385 
Net decrease in cash, cash equivalents and restricted cash$(89,010)$(340,666)
Effect of exchange rate changes on cash(704)(2,452)
Cash, cash equivalents and restricted cash at the beginning of the period322,548 733,294 
Cash, cash equivalents and restricted cash at the end of the period$232,834 $390,176 
(continued on the next page)




































7


BEYOND MEAT, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
Nine Months Ended
September 30,
2023
October 1,
2022
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest$ $3 
Taxes$9 $21 
Non-cash investing and financing activities:
Non-cash additions to property, plant and equipment
$2,038 $9,639 
Non-cash additions to financing leases$ $280 
Reclassification of pre-paid lease costs to operating lease right-of-use assets$28,046 $27,718 
Operating lease right-of-use assets obtained in exchange for lease liabilities
$36,400 $37,134 
(concluded)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




































8


BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1. Introduction
The Company
Beyond Meat, Inc., a Delaware corporation (including its subsidiaries unless the context otherwise requires, the “Company”), is a leading plant-based meat company offering a portfolio of revolutionary plant-based meats. The Company builds meat directly from plants, an innovation that enables consumers to experience the taste, texture and other sensory attributes of popular animal-based meat products while enjoying the nutritional and environmental benefits of eating the Company’s plant-based meat products. The Company’s brand promise, “Eat What You Love,” represents a strong belief that there is a better way to feed our future and that the positive choices we all make, no matter how small, can have a great impact on our personal health and the health of our planet. By shifting from animal-based meat to plant-based meat, we can positively impact four growing global issues: human health, climate change, constraints on natural resources and animal welfare.
As of September 30, 2023, approximately 84% of the Company’s assets were located in the United States.
Note 2. Summary of Significant Accounting Policies
A detailed description of the Company's significant accounting policies can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023 (the “2022 10-K”). There have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2022 10-K, except as noted below.
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any other interim period or for any other future fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the 2022 10-K. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated.
Management’s Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on




































9

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates and such differences may be material to the financial statements.
Foreign Currency
Foreign currency translation gain (loss), net of tax, reported as cumulative translation adjustment through “Other comprehensive loss” was $0.3 million and $(1.7) million in the three months ended September 30, 2023 and October 1, 2022, respectively. Net realized and unrealized foreign currency transaction losses included in “Other, net” were $(2.5) million and $(3.9) million in the three months ended September 30, 2023 and October 1, 2022, respectively.
Foreign currency translation gain (loss), net of tax, reported as cumulative translation adjustment through “Other comprehensive loss” was $0.1 million and $(4.7) million in the nine months ended September 30, 2023 and October 1, 2022, respectively. Net realized and unrealized foreign currency transaction losses included in “Other, net” were $(3.3) million and $(10.5) million in the nine months ended September 30, 2023 and October 1, 2022, respectively.
Fair Value of Financial Instruments
The Company had no financial instruments measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022.
There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 in the three and nine months ended September 30, 2023.
Restricted Cash
Restricted cash includes cash held as collateral for stand-alone letter of credit agreements related to normal business transactions. The agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder. The Company had $15.3 million in restricted cash as of September 30, 2023, which was comprised of $12.6 million to secure the letter of credit to support the development and leasing of the Company’s Campus Headquarters (as defined in Note 4) recorded in “Restricted cash, non-current” and $2.7 million to secure a letter of credit associated with a new third party contract manufacturer in Europe recorded in “Restricted cash, current” in the condensed consolidated balance sheet. See Note 10.
Revenue Recognition
At the end of each accounting period, the Company recognizes a contra asset to accounts receivable for estimated sales discounts that have been incurred but not paid which totaled $4.5 million and $4.6 million as of September 30, 2023 and December 31, 2022, respectively. The offsetting charge is recorded as a reduction of revenues in the same period when the expense is incurred.




































10

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Presentation of Net Revenues by Channel
The following table presents the Company’s net revenues by channel:
Three Months Ended Nine Months Ended
(in thousands)September 30,
2023
October 1,
2022
September 30,
2023
October 1,
2022
U.S.:
Retail$30,518 $46,177 $123,167 $193,298 
Foodservice12,535 15,994 39,974 54,876 
U.S. net revenues43,053 62,171 163,141 248,174 
International:
Retail14,153 10,195 48,437 50,024 
Foodservice18,106 10,134 58,119 40,797 
International net revenues32,259 20,329 106,556 90,821 
Net revenues$75,312 $82,500 $269,697 $338,995 
One distributor accounted for approximately 12% of the Company’s gross revenues in the three months ended September 30, 2023; and one customer accounted for approximately 11% of the Company’s gross revenues in the three months ended October 1, 2022. One distributor accounted for approximately 12% of the Company’s gross revenues in the nine months ended September 30, 2023; and one distributor accounted for approximately 11% of the Company’s gross revenues in the nine months ended October 1, 2022. No other customer or distributor accounted for more than 10% of the Company’s gross revenues in the three and nine months ended September 30, 2023 and October 1, 2022.
Investment in Joint Venture
The Company uses the equity method of accounting to record transactions associated with its joint venture when the Company shares in joint control of the investee. Investment in joint venture is not consolidated but is recorded in “Investment in unconsolidated joint venture” in the Company’s condensed consolidated balance sheets. The Company recognizes its portion of the investee’s results in “Equity in losses of unconsolidated joint venture” in its condensed consolidated statements of operations. The Company eliminates its proportionate interest in any intra-entity profits or losses in the inventory of the investee at the end of the reporting period and recognizes its portion of the profit and losses when realized by the investee.
Shipping and Handling Costs
Outbound shipping and handling costs included in selling, general and administrative (“SG&A”) expenses in the three months ended September 30, 2023 and October 1, 2022 were $2.8 million and $3.3 million, respectively. Outbound shipping and handling costs included in SG&A expenses in the nine months ended September 30, 2023 and October 1, 2022 were $8.8 million and $13.5 million, respectively.
Change in Accounting Estimate
During the first quarter of 2023, the Company completed a reassessment of the useful lives of its large manufacturing equipment and research and development equipment, and determined that the Company should increase the estimated useful lives for certain of its equipment from a range of 5 to 10 years to a uniform 10 years. This reassessment was accounted for as a change in accounting estimate and was made on a prospective basis effective January 1, 2023. See Note 6.




































11

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Recently Adopted Accounting Pronouncements
None.
Note 3. Restructuring
In May 2017, management approved a plan to terminate the Company’s exclusive supply agreement (the “Agreement”) with one of its co-manufacturers, due to non-performance under the Agreement and on May 23, 2017, the Company notified the co-manufacturer of its decision to terminate the Agreement. On October 18, 2022, the parties to this dispute entered into a confidential written settlement agreement and mutual release, pursuant to which the parties agreed to dismiss with prejudice all claims and cross-claims asserted in the associated cases filed in the Superior Court of the State of California for the County of Los Angeles and the United States District Court for the Central District of California. The terms of the settlement did not have a material impact on Beyond Meat’s financial position or results of operations. No party admitted liability or wrongdoing in connection with the settlement.
In the three months ended September 30, 2023, the Company recorded a credit of $4,000 in restructuring expenses primarily driven by a reversal of certain accruals. In the three months ended October 1, 2022, the Company recorded $7.0 million in restructuring expenses related to this dispute, which consisted primarily of legal and other expenses.
In the nine months ended September 30, 2023, the Company recorded a credit of $0.6 million in restructuring expenses primarily driven by a reversal of certain accruals. In the nine months ended October 1, 2022, the Company recorded $14.3 million in restructuring expenses related to this dispute, which consisted primarily of legal and other expenses.
As of September 30, 2023 and December 31, 2022, the Company had $0 and $0.7 million, respectively, in accrued and unpaid restructuring expenses related to this dispute.
Note 4. Leases
See Note 10.
Leases are classified as either finance leases or operating leases based on criteria in Accounting Standards Codification 842. The Company has operating leases for its corporate offices, including the Campus Lease, its former Manhattan Beach Project Innovation Center, its manufacturing facilities, warehouses and vehicles, and to a lesser extent, certain equipment and finance leases. Such leases generally have original lease terms between 2 years and 12 years, and often include one or more options to renew. Some leases also include early termination options, which can be exercised under specific conditions. The Company includes options to extend the lease term if the options are reasonably certain of being exercised. The Company does not have residual value guarantees or material restrictive covenants associated with its leases.
On January 14, 2021, the Company entered into the Campus Lease, a 12-year lease with two 5-year renewal options to house its corporate headquarters, lab and innovation space (the “Campus Headquarters”) in El Segundo, California. Although the Company is involved in the design of the tenant improvements of the Campus Headquarters, the Company does not have title or possession of the assets during construction. In addition, the Company does not have the ability to control the leased Campus Headquarters until each phase of the tenant improvements is complete. The Company contributed $3.3 million and $55.1 million in payments towards the construction of the Campus Headquarters in the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively. These payments are initially recorded in “Prepaid lease costs, non-current” in the Company’s condensed consolidated balance sheets and will ultimately be reclassified as a component of a right-of-use asset upon lease commencement for each phase of the lease. On June 1, 2023, the tenant improvements




































12

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
associated with Phase 1-B were completed, and the underlying asset was delivered to the Company. As such, upon commencement of Phase 1-B, the Company recognized a $64.9 million right-of-use asset, which included the reclassification of $29.3 million of the construction payments previously included in “Prepaid lease costs, non-current,” and a $35.6 million lease liability. In 2022, the tenant improvements associated with Phase 1-A were completed, and the underlying asset was delivered to the Company. As such, upon commencement of Phase 1-A, the Company recognized a $64.1 million right-of-use asset, which included the reclassification of $27.7 million of the construction payments previously included in “Prepaid lease costs, non-current,” and a $36.6 million lease liability.
Upon completion of the tenant improvements associated with Phase 1-B, the Company moved its headquarters, sales and marketing operations into the newly constructed Campus Headquarters where its innovation center is also located. On June 30, 2023, the Company terminated the lease of its former headquarters, also in El Segundo, California. As a result of this termination, during the second quarter of 2023, the balances in “Operating lease right-of use assets,” “Current portion of operating lease liabilities” and “Operating lease liabilities, net of current portion” were reduced by $1.9 million, $0.5 million and $1.4 million, respectively. Costs associated with this lease through its termination date, including termination costs, are included in operating lease costs related to selling, general and administrative expenses and are reflected in the tables below. On February 14, 2023, the Company terminated the lease of its Commerce, California commercialization center. As a result of this termination, during the first quarter of 2023, the balances in “Operating lease right-of use assets,” “Current portion of operating lease liabilities” and “Operating lease liabilities, net of current portion” were reduced by $11.3 million, $0.8 million and $10.5 million, respectively. Costs associated with this lease through its termination date, including termination costs, are included in operating lease costs related to research and development expenses and are reflected in the tables below.




































13

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Lease costs for operating and finance leases were as follows:
Three Months Ended
(in thousands)Statement of Operations Location
September 30, 2023
October 1, 2022
Operating lease cost:
Lease costCost of goods sold$399 $413 
Lease costResearch and development expenses2,507 806 
Lease costSelling, general and administrative expenses820 407 
Variable lease cost(1)
Cost of goods sold54 51 
Variable lease cost(1)
Research and development expenses21 75 
Variable lease cost(1)
Selling, general and administrative expenses632 304 
Operating lease cost$4,433 $2,056 
Short-term lease cost:
Short-term lease costCost of goods sold$21 $ 
Short-term lease costResearch and development expenses37  
Short-term lease costSelling, general and administrative expenses51 147 
Short-term lease cost$109 $147 
Finance lease cost:
Amortization of right-of use assetsCost of goods sold$49 $54 
Amortization of right-of use assetsResearch and development expenses4  
Interest on lease liabilitiesInterest expense5 3 
Variable lease cost(1)
Cost of goods sold3  
Finance lease cost$61 $57 
Total lease cost$4,603 $2,260 
____________
(1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs.            





































14

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Nine Months Ended
(in thousands)Statement of Operations Location
September 30, 2023
October 1, 2022
Operating lease cost:
Lease costCost of goods sold$1,210 $1,175 
Lease costResearch and development expenses6,979 1,871 
Lease costSelling, general and administrative expenses1,937 2,270 
Variable lease cost(1)
Cost of goods sold177 213 
Variable lease cost(1)
Research and development expenses104 75 
Variable lease cost(1)
Selling, general and administrative expenses1,800 304 
Operating lease cost$12,207 $5,908 
Short-term lease cost:
Short-term lease costCost of goods sold$63 $ 
Short-term lease costResearch and development expenses121  
Short-term lease costSelling, general and administrative expenses148 446 
Short-term lease cost$332 $446 
Finance lease cost:
Amortization of right-of use assetsCost of goods sold$154 $144 
Amortization of right-of use assetsResearch and development expenses11  
Interest on lease liabilitiesInterest expense16 15 
Variable lease cost(1)
Cost of goods sold8  
Finance lease cost$189 $159 
Total lease cost$12,728 $6,513 
____________
(1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs.




































15

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Supplemental balance sheet information as of September 30, 2023 and December 31, 2022 related to leases are as follows:
(in thousands) Balance Sheet Location
September 30, 2023
December 31, 2022
Assets
Operating leasesOperating lease right-of-use assets$132,671 $87,595 
Finance leases, netProperty, plant and equipment, net515 688 
Total lease assets$133,186 $88,283 
Liabilities
Current:
Operating lease liabilitiesCurrent portion of operating lease liabilities$3,083 $3,812 
Finance lease liabilitiesAccrued expenses and other current liabilities209 224 
Long-term:
Operating lease liabilitiesOperating lease liabilities, net of current portion76,382 55,854 
Finance lease liabilitiesFinance lease obligations and other long-term liabilities316 469 
Total lease liabilities$79,990 $60,359 

The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of September 30, 2023:
September 30, 2023
(in thousands)Operating LeasesFinance Leases
Remainder of 2023$2,178 $59 
20248,366 209 
20258,048 178 
20268,029 72 
20278,179 37 
Thereafter96,195  
Total undiscounted future minimum lease payments130,995 555 
Less imputed interest(51,530)(30)
Total discounted future minimum lease payments$79,465 $525 
Weighted average remaining lease terms and weighted average discount rates were:
September 30, 2023
Operating LeasesFinance Leases
Weighted average remaining lease term (years)14.32.9
Weighted average discount rate6.9 %3.7 %






































16

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Note 5. Inventories
Major classes of inventory were as follows:
(in thousands)September 30,
2023
December 31,
2022
Raw materials and packaging$104,935 $139,509 
Work in process43,101 37,001 
Finished goods46,534 59,186 
Total$194,570 $235,696 

Note 6. Property, Plant and Equipment
The Company records property, plant and equipment at cost and includes finance lease assets in “Property, plant and equipment, net” in its condensed consolidated balance sheets. A summary of property, plant, and equipment as of September 30, 2023 and December 31, 2022, is as follows:
(in thousands)September 30,
2023
December 31,
2022
Manufacturing equipment$199,628 $171,532 
Research and development equipment21,801 16,948 
Leasehold improvements23,620 22,740 
Building22,611 22,675 
Finance leases1,086 1,093 
Software3,590 2,377 
Furniture and fixtures1,205 866 
Vehicles584 584 
Land5,432 5,446 
Assets not yet placed in service65,982 93,152 
Total property, plant and equipment$345,539 $337,413 
Less: accumulated depreciation and amortization100,166 80,411 
Property, plant and equipment, net$245,373 $257,002 
Depreciation and amortization expense in the three months ended September 30, 2023 and October 1, 2022 was $5.8 million and $8.4 million, respectively. Of the total depreciation and amortization expense in the three months ended September 30, 2023 and October 1, 2022, $5.1 million and $7.3 million, respectively, were recorded in cost of goods sold, $0.5 million and $1.0 million, respectively, were recorded in research and development expenses, and $0.2 million and $0.1 million, respectively, were recorded in SG&A expenses in the Company’s condensed consolidated statements of operations.
Depreciation and amortization expense in the nine months ended September 30, 2023 and October 1, 2022 was $17.7 million and $23.3 million, respectively. Of the total depreciation and amortization expense in the nine months ended September 30, 2023 and October 1, 2022, $15.7 million and $19.8 million, respectively, were recorded in cost of goods sold, $1.4 million and $3.0 million, respectively, were recorded in research and development expenses, and $0.6 million and $0.4 million, respectively, were recorded in SG&A expenses in the Company’s condensed consolidated statements of operations.




































17

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
During the first quarter of 2023, the Company completed a reassessment of the useful lives of its large manufacturing and research and development equipment, and determined that the Company should increase the estimated useful lives for certain of its equipment from a range of 5 to 10 years to a uniform 10 years. The timing of this reassessment was based on a combination of factors accumulating over time, including historical useful life information and changes in the Company’s planned use of the equipment, that provided the Company with updated information that allowed it to make a better estimate of the economic lives of such equipment. This reassessment was accounted for as a change in accounting estimate and was made on a prospective basis effective January 1, 2023. This change in accounting estimate decreased depreciation expense for the three months ended September 30, 2023 by $4.9 million, impacting cost of goods sold and research and development expenses by $4.4 million and $0.5 million, respectively, and decreased both basic and diluted net loss per share available to common stockholders by $0.08. For the nine months ended September 30, 2023, this change in accounting estimate decreased depreciation expense by $16.1 million, impacting cost of goods sold and research and development expenses by $14.6 million and $1.5 million, respectively, and decreased both basic and diluted net loss per share available to common stockholders by $0.25.
The Company had $0.1 million and $5.9 million in property, plant and equipment concluded to meet the criteria for assets held for sale as of September 30, 2023 and December 31, 2022, respectively. Amounts previously classified as assets held for sale were sold in a prior period for amounts that approximated book value. In the three months ended September 30, 2023, a $3.8 million note receivable that was previously recorded for assets sold was written off as uncollectible. The note receivable was included in “Other non-current assets, net” in the Company’s condensed consolidated balance sheet at December 31, 2022.
Note 7. Debt
The following is a summary of debt balances as of September 30, 2023 and December 31, 2022:
(in thousands)September 30,
2023
December 31,
2022
Convertible senior notes$1,150,000 $1,150,000 
Debt issuance costs(13,442)(16,392)
Long-term debt$1,136,558 $1,133,608 
Convertible Senior Notes
On March 5, 2021, the Company issued $1.0 billion aggregate principal amount of its 0% Convertible Senior Notes due 2027 (the “Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. On March 12, 2021, the initial purchasers of the Convertible Notes exercised their option to purchase an additional $150.0 million aggregate principal amount of the Company’s 0% Convertible Senior Notes due 2027 (the “Additional Notes,” and together with the Convertible Notes, the “Notes”), and such Additional Notes were issued on March 16, 2021.
The total amount of debt issuance costs of $23.6 million was recorded as a reduction to “Convertible senior notes, net” in the condensed consolidated balance sheet and is being amortized as interest expense over the term of the Notes using the effective interest method. In each of the three months ended September 30, 2023 and October 1, 2022, the Company recognized $1.0 million in interest expense related to the amortization of the debt issuance costs related to the Notes. The effective interest rate in both of the three month periods ended September 30, 2023 and October 1, 2022 was 0.09%. In each of the nine months ended September 30, 2023 and October 1, 2022, the Company recognized $3.0 million in interest expense related to the amortization of the debt issuance costs related to the Notes.




































18

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
The effective interest rate in both of the nine month periods ended September 30, 2023 and October 1, 2022 was 0.26%.
The following is a summary of the Company’s Notes as of September 30, 2023:
(in thousands)Principal AmountUnamortized Issuance CostsNet Carrying AmountFair Value
AmountLeveling
0% Convertible senior notes due on March 15, 2027
$1,150,000$13,442$1,136,558$299,000Level 2
The Notes are carried at face value less the unamortized debt issuance costs on the Company’s condensed consolidated balance sheets. As of September 30, 2023, the estimated fair value of the Notes was approximately $299.0 million. The Notes are quoted on the Intercontinental Exchange and are classified as Level 2 financial instruments. The estimated fair value of the Notes was determined based on the actual bid price of the Notes on September 29, 2023, the last day of the period when the notes were traded.
As of September 30, 2023, the remaining life of the Notes was approximately 3.5 years.
Note 8. Stockholders’ Deficit
As of September 30, 2023, the Company’s shares consisted of 500,000,000 authorized shares of common stock, par value $0.0001 per share, of which 64,460,196 shares of common stock were issued and outstanding, and 500,000 authorized shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding.
As of December 31, 2022, the Company’s shares consisted of 500,000,000 authorized shares of common stock, par value $0.0001 per share, of which 63,773,982 shares were issued and outstanding, and 500,000 authorized shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding.
The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock.
Common Stock
Common stock reserved for future issuance consisted of the following:
September 30,
2023
December 31,
2022
Equity incentive compensation awards granted and outstanding5,783,535 4,993,246 
Shares available for grant under the 2018 Equity Incentive Plan8,512,215 7,848,832 
Shares available for issuance under the Employee Stock Purchase Plan2,948,715 2,412,585 
Shares reserved for potential issuance under the Notes8,234,230 8,234,230 
Total common stock reserved for future issuance(1)
25,478,695 23,488,893 
_________________
(1) Total common stock reserved for future issuance excludes shares that may be issued pursuant to the ATM Program discussed below.




































19

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Shelf Registration Statement
On May 10, 2023, the Company filed an automatically effective shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC, which allows the Company to sell, from time to time, and at its discretion, shares of its common stock having an aggregate offering price of up to $200.0 million pursuant to an “at the market” offering program (the “ATM Program”). The Company intends to use the net proceeds, if any, from sales of its common stock issued under the ATM Program for general corporate and working capital purposes. The timing of any sales and the number of shares sold, if any, will depend on a variety of factors to be determined by the Company.
The shares will be offered pursuant to an equity distribution agreement (the “Equity Distribution Agreement’) between the Company and Goldman Sachs & Co. LLC, (“Goldman Sachs”), as sales agent. The Company will pay Goldman Sachs a commission equal to 3.25% of the aggregate gross proceeds of any shares sold through Goldman Sachs pursuant to the Equity Distribution Agreement . The Company is not obligated to sell any shares under the Equity Distribution Agreement. As of September 30, 2023, no sales had been made under the Equity Distribution Agreement and the ATM Program’s full capacity remained available.
Note 9. Share-Based Compensation
In 2019, the Company’s 2011 Equity Incentive Plan (“2011 Plan”) was amended, restated and re-named the 2018 Equity Incentive Plan (“2018 Plan”), and the remaining shares available for issuance under the 2011 Plan were added to the shares reserved for issuance under the 2018 Plan. As of January 1, 2023, the maximum aggregate number of shares that may be issued under the 2018 Plan increased to 23,060,440 shares, which includes an increase of 2,144,521 shares effective January 1, 2023 under the terms of the 2018 Plan.
The following table summarizes the shares available for grant under the 2018 Plan:
Shares Available for Grant
Balance - December 31, 20227,848,832 
Authorized2,144,521 
Granted(2,172,448)
Shares withheld to cover taxes26,016 
Forfeited665,294 
Balance - September 30, 20238,512,215 
As of September 30, 2023 and December 31, 2022, there were 4,383,626 and 3,999,933 shares, respectively, issuable under stock options outstanding, 1,399,909 and 993,313 shares, respectively, issuable under unvested RSUs outstanding, 8,862,470 and 8,145,769 shares, respectively, issued for stock option exercises, RSU settlement, and restricted stock grants, and 8,512,215 and 7,848,832 shares, respectively, available for grant under the 2018 Plan.




































20

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Stock Options
Following are the assumptions used in the Black-Scholes valuation model for options granted during the periods shown below:
Three Months EndedNine Months Ended
September 30,
2023
October 1,
2022
September 30,
2023
October 1,
2022
Risk-free interest rateN/AN/A4.1%1.9%
Average expected term (years)N/AN/A7.07.0
Expected volatilityN/AN/A55.3%55.0%
Dividend yieldN/AN/A
There were no option grants in the three months ended September 30, 2023. Option grants in the nine months ended September 30, 2023 and in the three and nine months ended October 1, 2022 generally vest 25% of the total award on the first anniversary of the vesting commencement date, and thereafter ratably vesting monthly over the remaining three-year period, subject to continued employment through the vesting date.
The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2023:
Number
of
Stock
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value (in thousands)(1)
Outstanding at December 31, 20223,999,933 $25.58 5.3$20,712 
Granted1,014,718 $17.84 $— 
Exercised(215,943)$0.79 $3,646 
Canceled/Forfeited(415,082)$36.76 $— 
Outstanding at September 30, 20234,383,626 $23.95 5.6$13,670 
Vested and exercisable at September 30, 20233,056,564 $22.82 4.0$13,670 
Vested and expected to vest at September 30, 20234,214,949 $23.69 5.4$13,670 
__________
(1) Aggregate intrinsic value is calculated as the difference between the value of common stock on the transaction date and the exercise price multiplied by the number of shares issuable under the stock option. Aggregate intrinsic value of shares outstanding at the beginning and end of the reporting period is calculated as the difference between the value of common stock on the beginning and end dates, respectively, and the exercise price multiplied by the number of shares outstanding.
In the three months ended September 30, 2023 and October 1, 2022, the Company recorded $2.1 million and $4.1 million, respectively, of share-based compensation expense related to options. In the nine months ended September 30, 2023 and October 1, 2022, the Company recorded $9.0 million and $12.5 million, respectively, of share-based compensation expense related to options. The share-based compensation expense is included in cost of goods sold, research and development expenses and SG&A expenses in the Company’s condensed consolidated statements of operations.
As of September 30, 2023, there was $16.1 million in unrecognized compensation expense related to nonvested stock option awards which is expected to be recognized over a weighted average period of 1.4 years.




































21

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Restricted Stock Units
RSU grants to employees in the nine months ended September 30, 2023 and October 1, 2022 generally vest 25% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining three years of the award, subject to continued employment through the vesting date. Some of the RSU grants to continuing employees in the nine months ended September 30, 2023 and October 1, 2022 vest 50% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining four quarters of the award, subject to continued employment through the vesting date. Some of the RSU grants to continuing employees in the nine months ended September 30, 2023 vest quarterly over four quarters, subject to continued employment through the vesting date.
Annual RSU grants to directors on the Company’s Board of Directors (the “Board”) in the nine months ended September 30, 2023 and October 1, 2022 vest monthly over a one-year period subject to continued service through the vesting date. RSU grants to a new director on the Board in the nine months ended September 30, 2023 and October 1, 2022 vest monthly over a three-year period subject to continued service through the vesting date. RSU grants to nonemployee brand ambassadors and consultants in the nine months ended September 30, 2023 and October 1, 2022 vest on varying dates, subject to continued service through the vesting date.
The following table summarizes the Company’s RSU activity during the nine months ended September 30, 2023:
Number of UnitsWeighted
Average
Grant Date Fair Value Per Unit
Unvested at December 31, 2022993,313 $35.98 
Granted1,157,730 $16.52 
Vested(1)
(500,922)$30.74 
Canceled/Forfeited(250,212)$28.99 
Unvested at September 30, 20231,399,909 $23.01 
________
(1) Includes 26,016 shares of common stock that were withheld to cover taxes on the release of vested RSUs and became available for future grants pursuant to the 2018 Plan.
During the three months ended September 30, 2023 and October 1, 2022, the Company recorded $4.4 million and $5.2 million, respectively, of share-based compensation expense related to RSUs. During the nine months ended September 30, 2023 and October 1, 2022, the Company recorded $14.8 million and $16.4 million, respectively, of share-based compensation expense related to RSUs. The share-based compensation expense is included in cost of goods sold, research and development expenses and SG&A expenses in the Company’s condensed consolidated statements of operations.
As of September 30, 2023, there was $19.3 million in unrecognized compensation expense related to unvested RSUs which is expected to be recognized over a weighted average period of 1.3 years.
Employee Stock Purchase Plan
As of September 30, 2023, the maximum aggregate number of shares that may be issued under the 2018 Employee Stock Purchase Plan (“ESPP”) was 2,948,715 shares of common stock, including an increase of 536,130 shares effective January 1, 2023 under the terms of the ESPP. The ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The administrator has not yet approved an offering under the ESPP.




































22

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Note 10. Commitments and Contingencies
Leases
See Note 4.
On January 14, 2021, the Company entered into the Campus Lease with HC Hornet Way, LLC, a Delaware limited liability company (the “Landlord”), to house the Company’s Campus Headquarters.
Under the terms of the Campus Lease, the Company will lease an aggregate of approximately 282,000 rentable square feet in a portion of a building located at 888 N. Douglas Street, El Segundo, California, to be built out by the Landlord and delivered to the Company in multiple phases. In 2022 and in the second quarter of 2023, the tenant improvements associated with Phase 1-A and Phase 1-B, respectively, were completed and the underlying assets were delivered to the Company. Therefore, the Company began recognizing a right-of-use asset and lease liability for Phase1-A in its consolidated balance sheet in the year ended December 31, 2022 and for Phase 1-B in its consolidated balance sheet in the second quarter ended July 1, 2023. See Note 4. Aggregate payments towards base rent over the initial lease term associated with the remaining phases not yet delivered to the Company will be approximately $79.4 million.
Concurrent with the Company’s execution of the Campus Lease, as a security deposit, the Company delivered to the Landlord a letter of credit in the amount of $12.5 million which amount will decrease to: (i) $6.3 million on the fifth (5th) anniversary of the Rent Commencement Date (as defined in the Campus Lease); (ii) $3.1 million on the eighth (8th) anniversary of the Rent Commencement Date; and (iii) $0 in the event the Company receives certain credit ratings; provided the Company is not then in default of its obligations under the Campus Lease. The letter of credit is secured by a $12.6 million deposit included in the Company’s condensed consolidated balance sheet as “Restricted cash, non-current” as of September 30, 2023 and December 31, 2022.
China Investment and Lease Agreement
On September 22, 2020, the Company and its wholly-owned subsidiary, Beyond Meat (Jiaxing) Food Co., Ltd. (“BYND JX”), entered into an investment agreement with the Administrative Committee (the “JX Committee”) of the Jiaxing Economic & Technological Development Zone (the “JXEDZ”) pursuant to which, among other things, BYND JX has agreed to make certain investments in the JXEDZ in two phases of development, and the Company has agreed to guarantee certain repayment obligations of BYND JX under such agreement.
During Phase 1, the Company agreed to invest $10.0 million as the registered capital of BYND JX in the JXEDZ through intercompany investment in BYND JX. As of September 30, 2023, the Company had invested $22.0 million as the registered capital of BYND JX and advanced $20.0 million to BYND JX.
In the event that the Company and BYND JX determine, in their sole discretion, to proceed with the Phase 2 development in the JXEDZ, BYND JX has agreed in the first stage of Phase 2 to increase its registered capital to $40.0 million and to acquire the land use right to a state-owned land plot in the JXEDZ to conduct development and construction of a new production facility. Following the first stage of Phase 2, the Company and BYND JX may determine, in their sole discretion, to permit BYND JX to obtain a second state-owned land plot in the JXEDZ in order to construct one or more facilities thereon.
The Planet Partnership
On January 25, 2021, the Company entered into the Planet Partnership, LLC (“TPP”), a joint venture with PepsiCo, Inc. (“PepsiCo”) to develop, produce and market innovative snack and beverage products made from plant-based protein. In the three months ended September 30, 2023 and October 1, 2022, the




































23

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Company recognized its share of the net losses in TPP in the amount of $0.1 million and $8.7 million, respectively. In the nine months ended September 30, 2023 and October 1, 2022, the Company recognized its share of the net losses in TPP in the amount of $3.9 million and $10.8 million, respectively. As of the year ended December 31, 2022, the Company had contributed its share of the investment in TPP in the amount of $24.3 million. In the nine months ended September 30, 2023, the Company contributed an additional $3.3 million as its share of an additional investment in TPP, resulting in a total contribution of $27.6 million as of September 30, 2023. See Note 2 and Note 13.
In the first nine months of 2023, the Company continued the process of restructuring certain contracts and operating activities related to Beyond Meat Jerky.
Purchase Commitments
On July 1, 2023, the Company and Roquette Frères entered into a second amendment (the “Second Amendment”) to the Company’s existing pea protein supply agreement dated January 10, 2020, as amended by the first amendment dated August 3, 2022 (the “First Amendment”). Pursuant to the Second Amendment, the terms of the agreement and existing purchase commitments set forth in the First Amendment were revised and extended through December 31, 2025. Pursuant to the Second Amendment, the purchase commitment was revised such that the Company has committed to purchase pea protein inventory totaling $1.4 million in the remainder of 2023, $10.9 million in 2024 and $17.1 million in 2025.
On April 6, 2022, the Company entered into a co-manufacturing agreement (“Co-Manufacturing Agreement”) with a co-manufacturer to manufacture various products for the Company. The Co-Manufacturing Agreement includes a minimum order quantity commitment per month and an aggregate quantity over a 5-year term. For a portion of the contract term, if the minimum order for a month is not fulfilled, the Company may be assessed a fee per pound, which fee may be waived by the co-manufacturer upon reaching certain aggregate quarterly volume requirements.
The following table sets forth the schedule of the fees for the committed quantity under the Co-Manufacturing Agreement.
(in thousands)As of
September 30, 2023
Remainder of 2023$2,955 
202411,820 
202511,820 
202611,820 
202734,475 
Total$72,890 
Litigation
In connection with the matters described below, the Company has accrued for loss contingencies where it believes that losses are probable and estimable. No loss contingency is recorded for matters where such losses are either not probable or reasonably estimable (or both). Although it is reasonably possible that actual losses could be in excess of the Company’s accrual, the Company is unable to estimate a reasonably possible loss or range of loss in excess of its accrual, due to various reasons, including, among others, that: (i) the proceedings are in early stages or no claims have been asserted, (ii) specific damages ha