UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 23, 2019
BEYOND MEAT, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38879 | 26-4087597 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
119 Standard Street
El Segundo, California 90245
(Address of principal executive offices, including zip code)
(866) 756-4112
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.0001 par value | BYND | The Nasdaq Stock Market, LLC | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02. Results of Operations and Financial Condition.
On October 28, 2019, Beyond Meat, Inc. (the Company") issued a press release announcing its financial results for the third quarter ended September 28, 2019. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated in this Item 2.02, including the press release furnished herewith as Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 23, 2019, Gregory Bohlen notified the Board of Directors of the Company of his resignation from the Company’s Board of Directors, effective October 23, 2019. Mr. Bohlen’s decision to resign as a director was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Item 7.01. Regulation FD Disclosure.
On October 28, 2019, representatives of the Company will begin making presentations using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.2 (the “Investor Presentation”). The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others. A copy of the Investor Presentation will be available on the “Investors” section of the Company’s website at www.beyondmeat.com.
The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Investor Presentation speaks only as of the date of this Current Report on Form 8-K. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Investor Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking
statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit.
By furnishing the information contained in the Investor Presentation, the Company makes no admission as to the materiality of any information in the Investor Presentation that is required to be disclosed solely by reason of Regulation FD.
As provided in General Instruction B.2. of Form 8-K, the information included in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
99.1 | ||
99.2 | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BEYOND MEAT, INC. | |
By: | /s/ Mark J. Nelson |
Mark J. Nelson | |
Chief Financial Officer and Treasurer | |
Date: October 28, 2019
Exhibit 99.1
For immediate release
Beyond Meat® Reports Third Quarter 2019 Financial Results
Net Revenues Increased 250.0% Year-Over-Year to $92.0 Million
Gross Profit Improved to $32.8 Million or 35.6% Gross Margin
Net Income Increased to $4.1 Million or $0.06 Earnings per Diluted Share
Company Raises Full Year 2019 Outlook
EL SEGUNDO, Calif.—October 28, 2019 (GLOBE NEWSWIRE)—Beyond Meat, Inc. (NASDAQ:BYND) (“Beyond Meat” or “the Company”), a leader in plant-based meat, today reported financial results for its third quarter and nine months ended September 28, 2019.
Third Quarter 2019 Financial Highlights Compared to Prior Year Period
• | Net revenues were $92.0 million, an increase of 250.0%; |
• | Gross profit was $32.8 million, or 35.6% of net revenues, compared to gross profit of $5.0 million, or 19.2% of net revenues, in the year-ago period; |
• | Net income was $4.1 million, or $0.06 per diluted common share, compared to net loss of $9.3 million, or $1.45 per common share in the year-ago period; and |
• | Adjusted EBITDA, which is a non-GAAP financial measure, was $11.0 million compared to an Adjusted EBITDA loss of $5.7 million in the year-ago period. |
See “Non-GAAP Financial Measures” below for how Beyond Meat defines Adjusted EBITDA and the financial table that accompanies this release for a reconciliation of this measure to the closest comparable GAAP measure.
“We are very pleased with our third quarter results which reflect continued momentum across our business and mark an important milestone as we achieved our first ever quarter of net income,” said Ethan Brown, Beyond Meat’s President and Chief Executive Officer. “We remain focused on expanding our distribution
footprint, both domestically and abroad, building our brand, introducing new innovative products into the marketplace, and bolstering our infrastructure and internal capabilities to fuel our future growth.”
Third Quarter 2019
Net revenues increased 250% to $92.0 million in the third quarter of 2019 compared to $26.3 million in the third quarter of 2018. Growth in net revenues in the third quarter of 2019 was primarily due to an increase in sales volumes of products in Beyond Meat’s fresh platform across retail, restaurant and foodservice channels, driven by expansion in the number of points of distribution, including new strategic customers, international customers, and greater demand from existing customers.
Three Months Ended | Change | Nine Months Ended | Change | |||||||||||||||||||||||||||
(in thousands) | September 28, 2019 | September 29, 2018 | Amount | % | September 28, 2019 | September 29, 2018 | Amount | % | ||||||||||||||||||||||
Net revenues: | ||||||||||||||||||||||||||||||
Gross Fresh Platform | $ | 97,995 | $ | 26,815 | $ | 71,180 | 265.4 | % | $ | 204,523 | $ | 51,530 | $ | 152,993 | 296.9 | % | ||||||||||||||
Gross Frozen Platform | 4,007 | 2,295 | 1,712 | 74.6 | % | 14,158 | 11,549 | 2,609 | 22.6 | % | ||||||||||||||||||||
Less: Discounts | (10,041 | ) | (2,833 | ) | (7,208 | ) | 254.4 | % | (19,263 | ) | (6,659 | ) | (12,604 | ) | 189.3 | % | ||||||||||||||
Net revenues | $ | 91,961 | $ | 26,277 | $ | 65,684 | 250.0 | % | $ | 199,418 | $ | 56,420 | $ | 142,998 | 253.5 | % | ||||||||||||||
Three Months Ended | Change | Nine Months Ended | Change | |||||||||||||||||||||||||||
(in thousands) | September 28, 2019 | September 29, 2018 | Amount | % | September 28, 2019 | September 29, 2018 | Amount | % | ||||||||||||||||||||||
Net revenues: | ||||||||||||||||||||||||||||||
Retail | $ | 50,465 | $ | 16,201 | $ | 34,264 | 211.5 | % | $ | 104,164 | $ | 37,173 | $ | 66,991 | 180.2 | % | ||||||||||||||
Restaurant and Foodservice | 41,496 | 10,076 | 31,420 | 311.8 | % | 95,254 | 19,247 | 76,007 | 394.9 | % | ||||||||||||||||||||
Net revenues | $ | 91,961 | $ | 26,277 | $ | 65,684 | 250.0 | % | $ | 199,418 | $ | 56,420 | $ | 142,998 | 253.5 | % | ||||||||||||||
Gross profit was $32.8 million, or 35.6% of net revenues, in the third quarter of 2019, compared to $5.0 million, or 19.2% of net revenues, in the year-ago period. The increase in gross profit and gross margin was primarily due to an increase in the volume of products sold, resulting in operating leverage and production efficiency improvements. A greater proportion of gross revenues from the Company's fresh platform also contributed to the improvement in gross margin.
Income from operations in the third quarter of 2019 was $3.6 million compared to a loss from operations of $8.0 million in the third quarter of the prior year. This improvement was driven entirely by the year-over-year increase in net revenues and the resulting increase in gross profit, partially offset by higher operating expenses primarily to support the Company’s expanded manufacturing and supply chain operations, higher administrative costs associated with being a public company, higher restructuring expense, and continued investment in innovation and marketing capabilities.
Net income was $4.1 million in the third quarter of 2019 compared to a net loss of $9.3 million in the prior-year period. The improvement in net income was primarily the result of the increase in net revenues and gross profit compared to the third quarter of 2018.
Adjusted EBITDA was $11.0 million, or 12.0% of net revenues, in the third quarter of 2019 compared to an Adjusted EBITDA loss of $5.7 million in the third quarter of 2018. Adjusted EBITDA is a non-GAAP financial measure defined under “Non-GAAP Financial Measures,” and is reconciled to net income (loss), the closest comparable GAAP measure, at the end of this release.
Chief Financial Officer and Treasurer, Mark Nelson commented, “We remain pleased with our continued strong sales growth trajectory and are equally pleased with our sequential improvement in profitability in the third quarter. Our 35.6% gross margin in the quarter is a validation of our team’s ongoing efforts to improve our operating efficiency and is a critical enabler of greater strategic flexibility in the future.”
Balance Sheet and Cash Flow Highlights
The Company’s cash and cash equivalents balance was $312.5 million as of September 28, 2019 and total outstanding debt was $30.5 million. Net cash used in operating activities was $18.3 million for the nine months ended September 28, 2019, compared to $24.4 million for the prior-year period. Capital expenditures totaled $16.9 million for the nine months ended September 28, 2019 compared to $18.3 million for the prior-year period.
2019 Outlook
For the full year 2019, the Company is raising its guidance and now expects the following:
• | Net revenues in the range of $265 million to $275 million, updated from its prior expectation of net revenues to exceed $240 million; and |
• | Adjusted EBITDA to approximate $20 million. |
The Company does not provide guidance for net income, the most directly comparable GAAP measure, and similarly cannot provide a reconciliation between its forecasted Adjusted EBITDA and net income metrics without unreasonable effort due to the unavailability of reliable estimates for certain items. These items are not within the Company’s control and may vary greatly between periods and could significantly impact future financial results.
Conference Call and Webcast
The Company will host a conference call and webcast with an accompanying presentation to discuss these results with additional comments and details today at 4:30 p.m. Eastern, 1:30 p.m. Pacific. The conference call webcast will be available live over the Internet through the “Investors” section of the Company’s website at www.beyondmeat.com. To participate on the live call, dial 866-221-1171 from the U.S. or 270-215-9602 from international locations. A telephone replay will be available approximately two hours after the call concludes through Monday, November 11, 2019, by dialing 855-859-2056 from the U.S., or 404-537-3406 from international locations, and entering confirmation code 2265157.
About Beyond Meat
Beyond Meat is one of the fastest growing food companies in the United States, offering a portfolio of revolutionary plant-based meats. Founded in 2009, Beyond Meat has a mission of building 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 its plant-based meat products. Beyond Meat’s brand commitment, “Eat What You Love,” represents a strong belief that by eating its portfolio of plant-based meats, consumers can enjoy more, not less, of their favorite meals, and by doing so, help address concerns related to human health, climate change, resource
conservation and animal welfare. Beyond Meat’s portfolio of fresh and frozen plant-based proteins are currently sold at approximately 58,000 retail and foodservice outlets worldwide.
Forward-Looking Statements
Certain statements in this release constitute “forward-looking statements." These statements are based on management's current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While Beyond Meat believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are many risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein including, most prominently, the risks discussed under the heading “Risk Factors” in the Company’s Form 10-Q for the quarter ended June 29, 2019 filed with the Securities and Exchange Commission ("SEC") on July 29, 2019, as well as other factors described from time to time in the Company's filings with the SEC. Such forward-looking statements are made only as of the date of this release. Beyond Meat undertakes no obligation to publicly update or revise any forward-looking statement because of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.
Contacts
Media:
Shira Zackai
917-715-8522
szackai@beyondmeat.com
Investors:
Katie Turner
646-277-1228
Katie.turner@icrinc.com
BEYOND MEAT, INC.
Condensed Statements of Operations
(In thousands, except share and per share data)
(unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 28, 2019 | September 29, 2018 | September 28, 2019 | September 29, 2018 | |||||||||||||
Net revenues | $ | 91,961 | $ | 26,277 | $ | 199,418 | $ | 56,420 | ||||||||
Cost of goods sold | 59,178 | 21,235 | 133,123 | 46,709 | ||||||||||||
Gross profit | 32,783 | 5,042 | 66,295 | 9,711 | ||||||||||||
Research and development expenses | 5,951 | 2,165 | 14,661 | 6,267 | ||||||||||||
Selling, general and administrative expenses | 20,944 | 10,353 | 47,636 | 23,133 | ||||||||||||
Restructuring expenses | 2,319 | 528 | 3,560 | 1,170 | ||||||||||||
Total operating expenses | 29,214 | 13,046 | 65,857 | 30,570 | ||||||||||||
Income (loss) from operations | 3,569 | (8,004 | ) | 438 | (20,859 | ) | ||||||||||
Other income (expense), net: | ||||||||||||||||
Interest expense | (855 | ) | (313 | ) | (2,329 | ) | (388 | ) | ||||||||
Remeasurement of warrant liability | — | (994 | ) | (12,503 | ) | (1,253 | ) | |||||||||
Other income (expense), net | 1,385 | (31 | ) | 2,424 | 66 | |||||||||||
Total other income (expense), net | 530 | (1,338 | ) | (12,408 | ) | (1,575 | ) | |||||||||
Income (loss) before taxes | 4,099 | (9,342 | ) | (11,970 | ) | (22,434 | ) | |||||||||
Income tax expense | — | — | 21 | — | ||||||||||||
Net income (loss) | $ | 4,099 | $ | (9,342 | ) | $ | (11,991 | ) | $ | (22,434 | ) | |||||
Net income (loss) per share available to common stockholders—basic | $ | 0.07 | $ | (1.45 | ) | $ | (0.33 | ) | $ | (3.68 | ) | |||||
Weighted average common shares outstanding—basic | 60,415,866 | 6,441,838 | 35,806,520 | 6,103,756 | ||||||||||||
Net income (loss) per share available to common stockholders—diluted | $ | 0.06 | $ | (1.45 | ) | $ | (0.33 | ) | $ | (3.68 | ) | |||||
Weighted average common shares outstanding—diluted | 66,026,490 | 6,441,838 | 35,806,520 | 6,103,756 | ||||||||||||
BEYOND MEAT, INC.
Condensed Balance Sheets
(In thousands, except share and per share data)
(unaudited)
September 28, 2019 | December 31, 2018 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 312,451 | $ | 54,271 | |||
Accounts receivable | 34,482 | 12,626 | |||||
Inventory | 60,270 | 30,257 | |||||
Prepaid expenses and other current assets | 11,742 | 5,672 | |||||
Total current assets | 418,945 | 102,826 | |||||
Property, plant, and equipment, net | 35,050 | 30,527 | |||||
Other non-current assets, net | 846 | 396 | |||||
Total assets | $ | 454,841 | $ | 133,749 | |||
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit): | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 38,348 | $ | 17,247 | |||
Wages payable | 1,433 | 1,255 | |||||
Accrued bonus | 3,181 | 2,312 | |||||
Accrued expenses and other current liabilities | 4,113 | 2,391 | |||||
Short-term borrowings under revolving credit line and bank term loan | 9,087 | — | |||||
Short-term capital lease liabilities | 30 | 44 | |||||
Stock warrant liability | — | 1,918 | |||||
Total current liabilities | $ | 56,192 | $ | 25,167 | |||
Long-term liabilities: | |||||||
Revolving credit line | $ | — | $ | 6,000 | |||
Long-term portion of bank term loan, net | 16,503 | 19,388 | |||||
Equipment loan, net | 4,922 | 5,000 | |||||
Capital lease obligations and other long-term liabilities | 396 | 404 | |||||
Total long-term liabilities | $ | 21,821 | $ | 30,792 | |||
Commitments and Contingencies | |||||||
Convertible preferred stock | $ | — | $ | 199,540 | |||
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 September 28, 2019 and December 31, 2018, respectively; 60,565,840 and 6,951,350 shares issued and outstanding at September 28, 2019 and December 31, 2018, respectively | 6 | 1 | |||||
Additional paid-in capital | 518,485 | 7,921 | |||||
Accumulated deficit | (141,663 | ) | (129,672 | ) | |||
Total stockholders’ equity (deficit) | $ | 376,828 | $ | (121,750 | ) | ||
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ | 454,841 | $ | 133,749 | |||
BEYOND MEAT, INC.
Condensed Statements of Cash Flows
(In thousands)
(unaudited)
Nine Months Ended | ||||||||
September 28, 2019 | September 29, 2018 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (11,991 | ) | $ | (22,434 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 5,980 | 3,046 | ||||||
Share-based compensation expense | 5,807 | 1,090 | ||||||
Loss on sale of fixed assets | — | 76 | ||||||
Amortization of debt issuance costs | 124 | 51 | ||||||
Change in preferred and common stock warrant liabilities | 12,503 | 1,253 | ||||||
Net change in operating assets and liabilities: | ||||||||
Accounts receivable | (21,856 | ) | (8,499 | ) | ||||
Inventories | (30,013 | ) | (9,627 | ) | ||||
Prepaid expenses and other assets | (1,878 | ) | (615 | ) | ||||
Accounts payable | 20,206 | 7,670 | ||||||
Accrued expenses and other current liabilities | 2,768 | 3,573 | ||||||
Long-term liabilities | 11 | 39 | ||||||
Net cash used in operating activities | $ | (18,339 | ) | $ | (24,377 | ) | ||
Cash flows used in investing activities: | ||||||||
Purchases of property, plant and equipment | $ | (9,515 | ) | $ | (18,250 | ) | ||
Proceeds from sale of fixed assets | 307 | 104 | ||||||
Purchases of property, plant and equipment held for sale | (7,403 | ) | — | |||||
Payment of security deposits | (542 | ) | (59 | ) | ||||
Net cash used in investing activities | $ | (17,153 | ) | $ | (18,205 | ) | ||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of common stock pursuant to the initial public offering, net of issuance costs | $ | 254,742 | $ | — | ||||
Proceeds from issuance of common stock pursuant to the secondary public offering, net of issuance costs | 38,063 | — | ||||||
Proceeds from advance deposit for Series H preferred stock offering | — | 25,000 | ||||||
Proceeds from Series G preferred stock offering, net of offering costs | — | 1,347 | ||||||
Proceeds from bank term loan borrowing | — | 20,000 | ||||||
Repayments on revolving credit line | — | (2,500 | ) | |||||
Repayment on term loan | — | (1,000 | ) | |||||
Proceeds from payoff of notes receivable for restricted stock purchase | — | 951 | ||||||
Proceeds from revolving credit line | — | 6,000 | ||||||
Nine Months Ended | ||||||||
September 28, 2019 | September 29, 2018 | |||||||
Proceeds from equipment loan borrowing | — | 5,000 | ||||||
Repayment of Missouri Note | — | (1,450 | ) | |||||
Payments of capital lease obligations | (31 | ) | (143 | ) | ||||
Proceeds from exercise of stock options | 898 | 1,128 | ||||||
Payments of deferred offering costs | — | (492 | ) | |||||
Payment for repurchase of common stock | — | (514 | ) | |||||
Net cash provided by financing activities | $ | 293,672 | $ | 53,327 | ||||
Net increase in cash and cash equivalents | $ | 258,180 | $ | 10,745 | ||||
Cash and cash equivalents at the beginning of the period | 54,271 | 39,035 | ||||||
Cash and cash equivalents at the end of the period | $ | 312,451 | $ | 49,780 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | 2,261 | $ | 356 | ||||
Taxes | $ | 21 | $ | 3 | ||||
Non-cash investing and financing activities: | ||||||||
Capital lease obligations for the purchase of property, plant and equipment | $ | — | $ | 85 | ||||
Issuance of convertible preferred stock warrants in connection with debt | $ | — | $ | 248 | ||||
Non-cash additions to property, plant and equipment | $ | 1,280 | $ | 730 | ||||
Offering costs, accrued not yet paid | $ | 487 | $ | 1,301 | ||||
Non-cash additions to property, plant and equipment held for sale | $ | 1,019 | $ | — | ||||
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 | $ | — | ||||
Non-GAAP Financial Measures
Beyond Meat uses the following non-GAAP financial measures in assessing its operating performance and in its financial communications:
“Adjusted EBITDA” is defined as net income (loss) adjusted to exclude, when applicable, income tax expense, interest expense, depreciation and amortization expense, restructuring expenses, share-based compensation expense, inventory losses from termination of an exclusive supply agreement with a co-manufacturer, costs of termination of an exclusive supply agreement with the same co-manufacturer, and expenses primarily associated with the conversion of our convertible notes and remeasurement of our preferred stock warrant liability and common stock warrant liability.
“Adjusted EBITDA as a % of net revenues” is defined as Adjusted EBITDA divided by net revenues.
We use Adjusted EBITDA and Adjusted EBITDA as a % of net revenues because they are important measures upon which our management assesses our operating performance. We use Adjusted EBITDA and Adjusted EBITDA as a % of net revenues as key performance measures because we believe these measures facilitate operating performance comparison from period-to-period by excluding potential differences primarily caused by the impact of restructuring, asset depreciation and amortization, non-cash share-based compensation and non-operational charges including the impact to cost of goods sold and selling, general and administrative expenses related to the termination of an exclusive co-manufacturing agreement, early extinguishment of convertible notes and remeasurement of warrant liability. Because Adjusted EBITDA and Adjusted EBITDA as a % of net revenues facilitate internal comparisons of our historical operating performance on a more consistent basis, we also use these measures for our business planning purposes. In addition, we believe Adjusted EBITDA and Adjusted EBITDA as a % of net revenues are widely used by investors, securities analysts, ratings agencies and other parties in evaluating companies in our industry as a measure of our operational performance.
There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), which is the most directly comparable GAAP measure. Some of these limitations are:
• | 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 expenses 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. |
These non-GAAP financial measures should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. These non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies.
The following table presents the reconciliation of Adjusted EBITDA to its most comparable GAAP measure, net income (loss), as reported (unaudited):
Three Months Ended | Nine Months Ended | |||||||||||||||
(in thousands) | September 28, 2019 | September 29, 2018 | September 28, 2019 | September 29, 2018 | ||||||||||||
Net income (loss), as reported | $ | 4,099 | $ | (9,342 | ) | $ | (11,991 | ) | $ | (22,434 | ) | |||||
Income tax expense | — | — | 21 | — | ||||||||||||
Interest expense | 855 | 313 | 2,329 | 388 | ||||||||||||
Depreciation and amortization expense | 2,023 | 1,426 | 5,980 | 3,046 | ||||||||||||
Restructuring expenses(1) | 2,319 | 528 | 3,560 | 1,170 | ||||||||||||
Share-based compensation expense | 3,129 | 380 | 5,807 | 1,090 | ||||||||||||
Remeasurement of warrant liability | — | 994 | 12,503 | 1,253 | ||||||||||||
Other (income) expense, net | (1,385 | ) | 31 | (2,424 | ) | (66 | ) | |||||||||
Adjusted EBITDA | $ | 11,040 | $ | (5,670 | ) | $ | 15,785 | $ | (15,553 | ) | ||||||
Net income (loss) as a % of net revenues | 4.5 | % | (35.6 | )% | (6.0 | )% | (39.8 | )% | ||||||||
Adjusted EBITDA as a % of net revenues | 12.0 | % | (21.6 | )% | 7.9 | % | (27.6 | )% | ||||||||
_____________
(1) | Primarily comprised of legal and other expenses associated with the dispute with a co-manufacturer with whom an exclusive supply agreement was terminated in May 2017. |
(NASDAQ: BYND) INVESTOR PRESENTATION October 28, 2019
Disclaimer This presentation contains, in addition to historical information, certain forward-looking statements that are based on our current assumptions, expectations and projections about future performance and events and relate to, among other matters, our future financial performance, our business strategy, industry and market trends, future expectations concerning our market position, future operations and capital expenditures. Forward-looking statements generally contain words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates," "anticipates," and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters. 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 actual results to differ materially from expectations include, among others: our ability to effectively manage our growth; our ability to effectively expand our manufacturing and production capacity; our ability to successfully enter new markets, manage our international expansion and comply with any applicable laws and regulations; the effects of increased competition from our market competitors; the success of our marketing efforts and the ability to grow brand awareness and maintain, protect and enhance our brand; changes in consumer tastes and trends in our industry; changes in government regulations and policies, tax laws and rates; our ability to obtain financing arrangements on terms favorable to us or at all; availability and prices of raw materials for our products; outcomes of legal or administrative proceedings; the financial condition of, and our relationship with our suppliers, co-manufacturers, distributors, retailers and foodservice customers; the ability of our suppliers and co-manufacturers to comply with food safety, environmental or other laws or regulations; and general economic conditions. We are under no duty to update any of these forward-looking statements after the date of this presentation to conform these statements to actual results or revised expectations. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this presentation. Our historical results are not necessarily indicative of the results to be expected for any future periods and our operating results for the three and nine-month periods ended September 28, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019 or any other interim periods or any future year or period. This presentation 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 restaurant and foodservice outlets are derived from data through October 13, 2019. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and data. In addition, projections, assumptions and estimates of our future performance and the future performance of the geographic and other markets in which we operate are necessarily subject to a high degree of uncertainty and risk. "The Beyond Burger," "Beyond Beef," "Beyond Chicken," "Beyond Meat," “Beyond Sausage,” "Beyond Breakfast Sausage," "The Cookout Classic," "The Future of Protein" and "The Future of Protein Beyond Meat" and design are registered 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 presentation are the property of their respective holders. Solely for convenience, the trademarks and trade names in this presentation 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. Non-GAAP Financial Measures We present Adjusted EBITDA and Adjusted EBITDA as a % of net revenues to help us describe our operating performance. Our presentation of Adjusted EBITDA and Adjusted EBITDA as a % of net revenues is intended as a supplemental measure of our performance that is not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA and Adjusted EBITDA as a % of net revenues should not be considered as an alternative to net income (loss), earnings per share or any other performance measures derived in accordance with GAAP as measures of operating performance or operating cash flows or as measures of liquidity. Our presentation of Adjusted EBITDA should not be construed to imply that our future results will be unaffected by these items. See the appendix to this presentation for a reconciliation of Adjusted EBITDA and Adjusted EBITDA as a % of net revenues to net income (loss) and net income (loss) as a % of net revenues. “Adjusted EBITDA” is defined as net income (loss) adjusted to exclude, when applicable, income tax expense, interest expense, depreciation and amortization expense, restructuring expenses, share- based compensation expense, inventory losses from termination of an exclusive supply agreement with a co-manufacturer, costs of termination of an exclusive supply agreement with the same co- manufacturer, and expenses primarily associated with the conversion of our convertible notes and remeasurement of our preferred stock warrant liability and common stock warrant liability. “Adjusted EBITDA as a % of net revenues” is defined as Adjusted EBITDA divided by net revenues. We use Adjusted EBITDA and Adjusted EBITDA as a % of net revenues because they are important measures upon which our management assesses our operating performance. We use Adjusted EBITDA and Adjusted EBITDA as a % of net revenues as key performance measures because we believe these measures facilitate operating performance comparison from period-to-period by excluding potential differences primarily caused by the impact of restructuring, asset depreciation and amortization, non-cash share-based compensation and non-operational charges including the impact to cost of goods sold and SG&A expenses related to the termination of an exclusive co-manufacturing agreement, early extinguishment of convertible notes and remeasurement of warrant liability. Because Adjusted EBITDA and Adjusted EBITDA as a % of net revenues facilitate internal comparisons of our historical operating performance on a more consistent basis, we also use those measures for our business planning purposes. In addition, we believe Adjusted EBITDA and Adjusted EBITDA as a % of net revenues are widely used by investors, securities analysts, ratings agencies and other parties in evaluating companies in our industry as a measure of our operational performance. 1
BUSINESS OVERVIEW
We Use Proprietary Science to Redefine Meat Beyond Meat’s Proprietary Technology & Processes are Used to Replicate Animal Meat’s Principal Components from Plant Proteins We begin with meat’s COMPOSITION versus its animal ORIGIN Then replicate its core structure & sensory experience Microscopy Comparing Beyond Sausage to Pork Sausage Actual Images of the Beyond Burger and Ground Beef Scanning Electronic Microscopy Confocal Laser Microscopy Raw Cooked Beyond Beyond Beyond Burger Burger Sausage Ground Ground Pork Beef Beef Sausage 3
We are Committed to Providing Products that Enable Consumers to Eat What You Love™ 42% 18-51% 78% 60-70 Billion Reduced risk of developing heart Of global greenhouse gas Of all agricultural land is used for Farm animals reared for failure associated with people who emissions driven by livestock, including grazing land food each year5 eat a mostly plant-based diet1 livestock rearing and and cropland dedicated to the 3 4 30% processing production of feed Of most cancers in developed 29% countries attributed to dietary Of the water in agriculture is factors, including consumption of directly or indirectly used for animal certain meats2 production³ With current food production systems threatening both human health and environmental sustainability, plant- based diets offer a growing global population a solution of healthy diets and sustainable food systems.6 1 Plant Based Diet Associated with Less Heart Failure Risk Report, presented at the American Heart Association scientific meeting, November 13, 2017. 2 Key, Timothy J. et al., Diet, nutrition and the prevention of cancer, Scientific background papers of the joint WHO/FAO expert consultation, Geneva, 28 January - 1 February 2002, Public Health Nutrition, Vol 7, No. 1(A), Supplement 1001, February 2004. 3 Reprinted from Water Resources and Industry, Volumes 1–2, March–June 2013, P.W. Gerbens-Leenes, M.M. Mekonnen, A.Y. Hoekstra, The water footprint of poultry, pork and beef: A comparative study in different countries and production systems, Page No. 26, Copyright (2013), with permission from Elsevier. 4 Livestock’s Long Shadow-Environmental Issues and Options, Food and Agriculture Organization of the United Nations, 2006. 5 Compassion in World Farming, Strategic Plan 2013-2017. 4 6 Food in the Anthropocene: the EAT–Lancet Commission on healthy diets from sustainable food systems, 2019.
Innovation is at the Core of our Company and is a Key Differentiator Innovation Strategy Led by Highly State-of-the-Art Innovation Center Respected Team of Scientists Large, experienced team composed of scientists, R&D Application Lab engineers, researchers, technicians, and chefs Color / Encapsulation Lab Work seamlessly with internal chefs and food technologists to ensure the best quality in terms of taste, texture and Analytical Lab other sensory attributes Chemical Lab Microbiology / Fermentation Lab R&D as a % of Net Revenue (Most Recent FY) Pilot Plant 10.9% Test Kitchen Beyond Meat Nestle Nestle 1.8% Kellogg 1 Kellogg 1.1% WH Group Conagra2 0.6% Conagra WH3 Group 0.6% Hormel Kraft Heinz 0.4% Kraft Heinz Hormel4 0.4% 30,000 Sq. Ft Manhattan Beach Project Innovation Center Tyson Tyson 0.3% (El Segundo, CA) Beyond Meat’s products are driven by proprietary technology and a relentlessly focused innovation team 1 Parent company of Morningstar Farms. 2 Parent company of Smithfield. 3 Parent company of Gardein. 4 Parent company of Boca Burger. 5
Plant-Based Meat has a Significant Market Opportunity in the U.S. Alone Plant-Based Meats are Growing in Consumer Acceptance – 95% of People Purchasing Plant-Based Burgers When Dining Out Also Purchasing Beef Burgers1 Applying Plant-Based Milk % Penetration in U.S. Dairy to Plant-Based Dairy Analogue U.S. Meat Is One Way to Size Potential U.S. Opportunity U.S. Market (2017) U.S. Market (2017) $270 bn3 $35 bn 13% $16.1 bn2 Significant Market Opportunity $2.1 bn2 13% Dairy Milk Plant-Based Milk Meat Plant-Based Meat We believe significant penetration by plant-based dairy products in the traditional dairy industry is an analogue to the potential rise of the plant-based meat industry 1 According to NPD Group market research, during the year ended April 2019, beef burger buyers, who purchased beef burgers at quick service restaurants an average of 18 times, also purchased plant-based burgers 2 times in the period. 2 Mintel Press Release (“US non-dairy milk sales grow 61% over the last five years”), January 4, 2018. 3 According to Fitch Solutions Macro Research, a division of Fitch Solutions, research data, August 6, 2018. 4 According to Nielsen data commissioned by the Plant Based Foods Association over the 52-week period ending June 16, 2018. 6
RECENT NOTABLE UPDATES
Our Approach to Product and Strategy has Made Us a Leading Disruptor in the Meat Category We are Disrupting the Net Revenues ($ millions) Largest Category in Food $1.4tn $270bn Size of the Global Meat Size of the U.S. Meat $199.4 Category¹ Category¹ Beyond Meat is the Future of Protein 253% ~4x YoY Growth 2018 YTD – 2019 YTD Increase in Manufacturing 253% Revenue YoY Growth Capacity2 ~28,000 ~23,000 YoY Growth $87.9 170% Stores Outlets U.S. + Canada U.S. + Canada $56.4 Retail Rollout Foodservice Rollout $32.6 ~7,000 ~58,000 Outlets Points of International Retail and Distribution Worldwide 2017 2018 2018 YTD 2019 YTD Foodservice Rollout3 Note: YTD refers to nine-month period ending September 29, 2018 or September 28, 2019, as applicable. Points of distribution, stores and outlets approximate as of October 2019. 1 According to Fitch Solutions Macro Research, a division of Fitch Solutions, research data, August 6, 2018. 2 As of end of Q3 2019, compared to end of Q3 2018. 3 Excludes Canada. 8
Momentum Has Continued Post-IPO October At IPO Growth 2019 Total Points of Distribution ~30,000 ~58,000 93% (Worldwide) Retail ~17,000 ~28,000 65% Foodservice ~12,000 ~23,000 92% International 1 ~1,000 ~7,000 600% July At IPO Growth 2019 Brand Awareness Unaided brand awareness 2 6% 13% 117% Total brand awareness 3 23% 34% 48% 1 International (excluding Canada) refers to both retail and foodservice points of distribution. 2 Unaided brand awareness represents results of the answer to, “what brands, if any, come to mind when you think of a meat alternative product?” At IPO based on Oct 2018 survey of 1,004 people, July 2019 based on July 2019 survey of 1,002 people. 3 Total brand awareness represents the answer to “which of the following meat alternative brands have you heard of before today?” and “which of the following other brands have you heard of before today?” At IPO based on Oct 2018 survey of 1,004 people, July 2019 based on July 2019 survey of 1,002 people. 9
Strong Demand Led to the Aggressive Rollout of the Beyond Burger in Retail Quarterly U.S. Retail Rollout of the Beyond Burger 24 20 15 13 13 10 Retail Outlets (in '000s) (in Outlets Retail 7 5 Dec-2017 Mar-2018 Jun-2018 Sep-2018 Dec-2018 Mar-2019 Jun-2019 Sep-2019 10
The Beyond Meat Brand Has Maintained Its Solid Momentum In U.S. Retail Velocity Growth and Market Share Gains Continue to Drive Strong Performance in U.S. Retail Channels 1 1 Beyond Meat Velocity Growth (YoY) Beyond Meat Market Share Growth (YoY) ($/TDP) 144% +1188 bps +1179 bps 97% 89% +756 bps Last 52 Wks Last 12 Wks Last 4 Wks Last 52 Wks Last 12 Wks Last 4 Wks Source: SPINS data (U.S. MULO, US Natural, U.S. Specialty) through 06-Oct-2019 1 Includes aggregate data for Beyond Meat products across all Frozen and Refrigerated Plant-Based Meats 11
Beyond Meat is Building a Track Record of Success We are Poised to Achieve Growth Across Three Distribution Channels Retail Restaurant and Foodservice International1 Net Revenues ($ millions) Net Revenues ($ millions) Select Customers and Distributors $104 $95 $51 $37 $37 $25 $19 $7 2017 2018 2018 YTD 2019 YTD 2017 2018 2018 YTD 2019 YTD Select Customers Select Customers and Distributors Select Highlight Select Highlight Select Highlight Retail points of Restaurant and International distribution Foodservice Retail and ~17,000 ~28,000 across the United ~12,000 ~23,000 outlets across the ~1,000 ~7,000 Foodservice States and United States and outlets carrying October Canada carrying October Canada carrying October Beyond Meat At IPO Beyond Meat At IPO At IPO 2019 2019 Beyond Meat 2019 products products products Note: YTD refers to nine-month period ended September 29, 2018 or September 28, 2019, as applicable. 1 International (excluding Canada) represented approximately 15% of 2019 YTD net revenues compared to 3% of 2018 YTD net revenues. 12
Recent Notable Updates Beyond Meat Rapid & Relentless Innovation Program Is Designed to Make Our Existing Products Obsolete, Generate New Products & Platforms, and Serve A Widening Circle of Customers Customers Products International We continue to expand our customer Rollout of both enhanced and new base, with the announcement of Increased distribution in 35 countries1 multiple new customers across products across offerings v foodservice 1 3 new product launches / Initiated distribution in 3 new countries enhancements ] Expected September 2019 November 2019 Limited Test National Launch International Supply Chain Beyond Breakfast Beyond Beef September 2019 Sausage (2019) (2019) Limited Test August 2019 Limited Test 1st co-manufacturing facility outside of the United States (Netherlands) October 2019 October 2019 Limited Test Improved Beyond Burger (2019) Scheduled for Completion September 2019 August 2019 - Q1 2020 1 Refers to incremental international distribution gained during the period from June 29, 2019 to October 13, 2019. 13
FINANCIAL UPDATE
Q3 2019 Performance Update Highlights ($ millions) Q3’19 Q3’18 Change Net revenues increased 250% to $92.0mm, primarily due to an increase in Net Revenues $92.0 $26.3 250% our fresh product platform across retail, restaurant and foodservice channels, expansion in the number of points of Gross Profit $32.8 $5.0 550% distribution, including new strategic customers, new international customers Gross Margin % 35.6% 19.2% +1,650 bps and greater demand from existing customers Income (Loss) from Operations $3.6 ($8.0) NA Gross margin expanded primarily due to an increase in the volume of products sold and greater proportion of gross Net Income (Loss) $4.1 ($9.3) NA revenues from the fresh platform 1 Operating income improvement primarily Adjusted EBITDA $11.0 ($5.7) NA reflects growth in net revenues and gross 1 profit, partially offset by higher operating Adjusted EBITDA as a % of net revenues 12.0% (21.6%) +3,360 bps expenses Adjusted EBITDA as a % of net revenues increased by 3,360 bps, primarily due to increased net revenues, gross margin expansion and SG&A leverage 1 See appendix for reconciliation of Adjusted EBITDA to net loss and Adjusted EBITDA as a % of net revenues to net loss as a % of net revenues. 15
Sales Growth by Platform and Channel Gross Revenues by Platform Net Revenues by Channel¹ Highlights YoY Growth (%) YoY Growth (%) Strong revenue growth, with multiple levers to further 2018 2019 YTD 2018 2019 YTD accelerate growth Fresh 351 % 297% Retail 99 % 180 % ― Brand awareness Restaurant and Frozen (19) % 23% 424 % 395 % continuing to build Foodservice momentum Total 159 % 247 % Total 170 % 253 % ― Continue growing distribution points and ($ millions) ($ millions) growing sales at existing ~58,000 POS as of October 2019 $ 199 $ 219 $ 14 ― Continue to build on strong partnerships with ~23,000 restaurants and $ 95 foodservice outlets as of October 2019 2 ― International market $ 98 $ 88 expansion $ 205 $ 16 $ 63 $ 37 $ 56 ³ ― New product launches $ 12 ² $ 104 $ 38 $ 33 $ 19 $ 82 Continued investment in $ 7 ³ $ 20 $ 51 infrastructure and capabilities $ 52 $ 37 $ 25 to support future growth $ 18 2017 2018 2018 YTD 2019 YTD 2017 2018 2018 YTD 2019 YTD Expect fresh platform to be Fresh Frozen Retail Restaurant and Foodservice the main driver of growth over next few years Note: YTD refers to nine-month period ended September 29, 2018 or September 28, 2019, as applicable. 1 International (excluding Canada) represented approximately 15% of 2019 YTD net revenues. 2 Includes Canada but excludes all other International foodservice outlets 16
Evolution of Quarterly Revenues Quarterly Net Revenues ($ millions) YoY 107% 212% 180% 175% 215% 287% 250% Growth (%) $92.0 $67.3 $40.2 $31.5 $26.3 $17.4 $11.5 $12.8 $9.4 $6.2 $5.6 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 As we have shifted focus to our fresh platform and expanded capacity to address increased demand, we continue to see solid momentum in sales growth through the first three quarters of 2019 17
Improving Margin Profile Gross Profit and Margin OpEx and OpEx % of Net Revenues Highlights Gross Margins Operating Expenses² as % of Net Revenues Gross margin benefits from transition to fresh product platform and increased sales (6.7)% 20.0% 17.2% 33.2% 54.2% 33.0% volume R&D as % of Net Revenues Continued optimization of supply ($ millions) chain capabilities and $66 manufacturing efficiency 11.1% 7.3% expected to positively impact gross margin ($ millions) $66 ― Increased manufacturing capacity expected from throughput gains and additional extruders ― As we scale, our increased purchasing power and $51 expanding co-man network $31 expected to benefit gross $18 margin expansion $10 R&D efforts are focused on $24 enhancements to our product formulations, production $15 processes and the development -$2 $6 of new products 2018 YTD 2019 YTD 2017 2018 2018 YTD 2019 YTD We expect SG&A as a % of net R&D SG&A2 revenues to decrease as our sales increase Adjusted EBITDA¹ $(17.6) $(19.3) $(15.6) $15.8 ($ millions) Note: YTD refers to nine-month period ended September 29, 2018 or September 28, 2019, as applicable. 1 See appendix for reconciliation of Adjusted EBITDA to net loss. 2 Includes restructuring expenses. 18
Targeted Long-Term Margin Structure ~Mid to High-30s 33.2% 20.0% Gross Margin 2018A 2019 YTD Long-Term ~Mid-teens 7.9% Adjusted EBITDA (22.0%) as a % of Net Revenues1 2018A 2019 YTD Long-Term Note: YTD refers to nine-month period ended September 28, 2019. 1 See appendix for reconciliation of Adjusted EBITDA as a % of net revenues to net income (loss) as a % of net revenues. 19
APPENDIX
Reconciliation of Non-GAAP Financial Measures Reconciliation to Adjusted EBITDA (unaudited) Year Ended ($ millions) 12/31/2016 12/31/2017 12/31/2018 Q3'18 YTD Q3'19 YTD Net Income (Loss), as Reported ($25.1) ($30.4) ($29.9) ($22.4) ($12.0) Income Tax Expense $0.0 $0.0 $0.0 $0.0 $0.0 Interest Expense $0.4 $1.0 $1.1 $0.4 $2.3 Depreciation and Amortization Expense $2.1 $3.2 $4.9 $3.0 $6.0 Restructuring Expenses¹ $0.0 $3.5 $1.5 $1.2 $3.6 Inventory Losses from Termination of Exclusive Supply Agreement² $0.0 $2.4 $0.0 $0.0 $0.0 Costs of Termination of Exclusive Supply Agreement³ $0.0 $1.2 $0.0 $0.0 $0.0 Share-based Compensation Expense $0.7 $0.7 $2.2 $1.1 $5.8 Remeasurement of Warrant Liability $0.0 $0.4 $1.2 $1.3 $12.5 Other Expense (Income), Net4 $0.0 $0.4 ($0.4) ($0.1) ($2.4) Adjusted EBITDA ($22.0) ($17.6) ($19.3) ($15.6) $15.8 Net Income (Loss) as a % of net revenues (155.4%) (93.3%) (34.0%) (39.8%) (6.0%) Adjusted EBITDA as a % of net revenues (135.7%) (53.9%) (22.0%) (27.6%) 7.9% 1 In connection with the termination of an exclusive supply agreement with a co-manufacturer in May 2017, we recorded restructuring expenses related to the impairment write-off of long-lived assets, primarily comprised of certain unrecoverable equipment located at the co-manufacturer’s site and company-paid leasehold improvements to the co-manufacturer’s facility, and legal and other expenses associated with the dispute with the co-manufacturer. 2 Consists of additional charges related to inventory losses incurred as a result of termination of an exclusive supply agreement with a co-manufacturer 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 recorded in selling, general and administrative expenses. 4 Includes expenses primarily associated with the conversion of our convertible notes. 21
