Beyond Meat, Inc. Annual Report 2022

FY2022 Annual Report · Beyond Meat, Inc.

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To Our Stockholders

2022 was a challenging year for our company
and category. As the fiercest winds make the
strongest branches, so too has the past year
dramatically strengthened Beyond Meat. Below,
I will provide commentary on what we believe
led to an interruption in our growth, and how a
change in our operating model has repositioned
the business on a more sustainable path as we
seek transformation of the $1.4 trillion global
meat industry. I will then turn to execution
priorities for 2023.

The past year, 2022, can be characterized by a
series of headwinds for our brand. One, steep
inflationary pressure, unlike anything seen in
over 4 decades, worked against our premium
pricing and that of the category. Consumers
entered the grocery store having already been
squeezed at the gas pump and elsewhere, only
to face escalating food prices and diminished
purchasing power. It should come as no surprise
that our products, such as our plant-based beef
offering which can be 2-3x the cost of 80/20
animal beef, would face reduced demand as
consumers trade down among proteins.1 Two,
incumbent industry campaigns to paint
plant-based meats as unhealthy gained
substantial traction in 2022, finding resonance
with food critics who would mistakenly compare
plant-based meat not with their animal protein
counterpart but with—for example—whole
vegetables. Three, even as the category
contracted, competitors nevertheless carried
through with entry and launch plans, crowding
retail shelves at a particularly inopportune time.

Against this backdrop, beginning in the fourth
quarter of 2022 we executed a comprehensive
pivot away from the “growth above all” model
that characterized our early years in the public
markets to a disciplined emphasis on
accelerating achievement of sustainable,
profitable, long-term growth. We dubbed this
transition “Beyond the Chasm,” in reference to
where we believe we stand today—having
traversed rapidly across the early adopter
market, now looking across the chasm that
separates the early adopter and mainstream
consumer segments.

1Based on pricing of Beyond Beef® relative to the average
retail price of 80/20 ground beef in 2022 according to USDA
data.
https://mymarketnews.ams.usda.gov/viewReport/3228

Recognizing that our journey into the
mainstream may take longer than initially
anticipated, we organized our business around
achieving cash-flow positive operations within
the second half of 2023. We began the
implementation of lean value stream
management across our beef, pork, and poultry
platforms to further quicken our product
development, drive additional cost out of our
operations (which we swiftly brought down on a
year-over-year basis in the fourth quarter of
2022), and reduce inventory levels.

As we turned the corner and entered 2023, we
sharpened our commercial focus against a
narrower set of high-value opportunities
including heightening our emphasis on
increasing sales velocity in our core refrigerated
products in retail, expanding our frozen retail
presence, and leaning heavily into foodservice
channels that cater to our most receptive
consumer segments. We applied similar
discipline and focus as we reassessed our
strategic partnerships, investing in those
geographies (specifically the EU) where
consumers are generally ahead on plant-based
meat adoption.

As I have long maintained, it is my conviction
that we will extend into—and throughout—the
mainstream via three main levers. One, we must
continue to improve the sensory experience of
our products. Some are very close, others need
more work, and we are putting that work in now
and expect to launch new iterations of certain
core products later this year. Two, we must cut
through high decibel misinformation around the
health of our products with fact-based
messaging and marketing. Three, we need to
uniformly drive down our costs so that we can
broadly match and then underprice animal

protein. We are hyper-focused and aggressive in
our pursuit of these three levers, and I will close
by highlighting how progress in each is showing
up in 2023.

and pressure to form the structure of muscle, or
meat. This is a mechanical, not chemical
process, and is elegant in its simplicity while
being clean and sustainable.

I am immensely proud of our team, and nowhere
is my pride more evident than in the awards and
accolades we receive for the products that my
teammates turn out year after year. I note, for
example, Beyond Steak® was featured as one of
2022’s best inventions on TIME Magazine’s
cover upon launch. Beyond Steak is now the
fastest growing item in the frozen retail
plant-based meat category2 and the recent
recipient of the FABI (Food and Beverage
Innovation) award from the National Restaurant
Association for breaking new ground in creativity
and taste.

The product, as TIME Magazine points out, is
not only “delicious,” but a “healthier steak.” The
strong health credentials of this and other
Beyond Meat products are a major focus for us
in 2023 as we more directly counter campaigns
and uninformed commentary against our
category.

Fortunately, the facts are squarely on our side
and our commitment to health informs the
direction of our continued portfolio development.
Consider the ingredient deck of the
aforementioned Beyond Steak: Water. Wheat
Gluten. Faba Bean Protein. Expeller-Pressed
Canola Oil. Salt. Natural Flavor. There is then
less than 1% of the following: Spice, Garlic
Powder, Onion Powder, Pomegranate
Concentrate, Yeast Extract, Sunflower Lecithin,
Fruit and Vegetable Juice Color.

Further, Beyond Steak boasts 21 grams of
protein and contains only 1 gram of saturated fat
and 170 calories per serving, with no
cholesterol, no added hormones or antibiotics. In
contrast with a serving of a leading foodservice
brand of fully cooked animal protein steak,
Beyond Steak has 23% more protein, 60% less
saturated fat and 0 mg of cholesterol as
compared to 50 mg of cholesterol per serving in
the animal protein steak.

Next, consider the process. The main legume,
faba bean, is nitrogen-fixing (i.e., adds nitrogen
to the soil, enriching it and reducing the need for
fertilizer), is grown in the midwestern US and
Canada, harvested, prepared (hull is removed),
and milled. The milled flour is then placed in an
air-based classification system that separates
the protein and starch based on particle size.
The protein is then run through heating, cooling,

SPINS/IRI data for MULO and NEC for the 4-week period

ending 2/26/2023.

Beyond Steak is the first plant-based meat to
earn the Nutritionist Approved Emblem from
Good Housekeeping Institute’s Nutrition Lab,
which assesses food products based on specific
nutritional criteria as well as taste, simplicity,
convenience, and transparency. This general
theme—the strong health benefits of our
products relative to their animal protein
equivalents—is not unique to Beyond Steak.
Recall, for example, the SWAP-MEAT Study
published in the American Journal of Clinical
Nutrition. The clinical trial assessed a group of
healthy adults who alternated between an
8-week period consuming animal protein two or
more times a day and an 8-week period
consuming Beyond Meat products two or more
times a day. For the 8-week period when
participants consumed Beyond Meat products,
researchers found a statistically and clinically
significant drop in LDL cholesterol, what is
commonly referred to as “bad” cholesterol.
Researchers further found a decline in TMAO, a
compound found in the gut that has been
associated with heart disease and certain
cancers.

These and other clinical trials are an important
part of our 5-year research program with the
Stanford University School of Medicine, one of a
number of health-focused partnerships we
maintain including a 3-year agreement with the
American Cancer Society to advance research
on plant-based meat and cancer prevention
while expanding the relevant clinical database.

Before closing, having touched on our continued
work on our taste and health levers, I’ll turn now
to price. As disheartening as it was to see
consumers trade down among proteins, the
turbulence of the last year has highlighted the
importance of driving down costs to achieve
price parity with, and ultimately underprice,
animal protein. To this end, we are applying
tremendous focus on leaning out our
manufacturing network, increasing line
throughput, and convening suppliers to
accelerate ingredient cost-down. Finally,
regarding cost and price, where efficiency and
margins permit, we have designed certain
time-bound trials and pricing programs
(reductions) in light of strong elasticities and we
are encouraged by early results, reinforcing our
belief in the centrality of price as a major lever in
our mainstream adoption strategy.

As we look ahead to the balance of 2023, we do
so with optimism. I hope this letter sheds light on
why. 2022 was a tough year that required tough
decisions. We took them and we believe we are
better off as a result. We’ve infused our
enterprise with a clear mandate to achieve
cash-flow positive operations within the second
half of 2023 and we are continuing our migration
to lean principles. We have clarity on the levers
intended to deliver future long-term growth, the
specific challenges and opportunities
surrounding each, and we intend to methodically
advance these levers in 2023 and beyond.

Finally, we are emerging as a stronger and more
sustainable organization at a time when the
human health, climate, natural resource, and
animal welfare crises that are our raison d’être
increase daily in urgency. As we cycle through
the various consumer acceptance stages that so
routinely accompany disruptive innovations, we
remain highly confident in our long-term ability to
deliver value for stockholders, consumers, the
planet, and the rest of life therein.

Sincerely,

Ethan Brown

Founder, President & Chief Executive Officer

Forward-Looking Statements

This stockholder letter contains forward-looking
statements within the meaning of the federal
securities laws that involve risks and
uncertainties concerning Beyond Meat, Inc.’s
business, products, and financial results. 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 difference include the
risks discussed in Part I, Item 1A, “Risk Factors,”
included in our Annual Report on Form 10-K for
the year ended December 31, 2022, and those
discussed in other documents we file from time
to time with the Securities and Exchange
Commission. Forward-looking statements speak
only as of the date on which we make it. 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.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

☒

☐

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the fiscal year ended December 31, 2022
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

BEYOND MEAT, INC.
(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation or organization)

26-4087597

(I.R.S. Employer
Identification No.)

119 Standard Street
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
Common Stock, $0.0001 par value

Trading
Symbol(s)
BYND

Name of each exchange on which registered
The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the

Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of

the Act. Yes ☐ No ☒

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 the 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

Non-accelerated filer

☒

☐

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 has filed a report on and attestation to its management’s

assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-
Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial

statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery
analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant
recovery period pursuant to §240.10D-1(b). ☐

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 July 1, 2022, the aggregate market value of the voting and non-voting common equity held by non-
affiliates of the registrant, based on the closing sales price of the registrant’s common stock as reported on the
Nasdaq Global Select Market on such date, was $1.6 billion.

As of February 28, 2023, the registrant had 64,094,519 shares of common stock, $0.0001 par value per share,

outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2023 Annual Meeting of Stockholders to be

filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended
December 31, 2022 are incorporated herein by reference in Part III where indicated.

TABLE OF CONTENTS

Page

Part I
Item 1. Business ...........................................................................................................................................
Item 1A. Risk Factors...................................................................................................................................
Item 1B. Unresolved Staff Comments .......................................................................................................
Item 2. Properties .........................................................................................................................................
Item 3. Legal Proceedings ..........................................................................................................................
Item 4. Mine Safety Disclosures ................................................................................................................
Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities ...............................................................................................................
Item 6. [Reserved] ........................................................................................................................................
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations ..................................................................................................................................................
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ................................................
Item 8. Financial Statements and Supplementary Data .........................................................................

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial

Disclosure ..................................................................................................................................................
Item 9A. Controls and Procedures ............................................................................................................
Item 9B. Other Information ..........................................................................................................................
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.................................
Part III
Item 10. Directors, Executive Officers and Corporate Governance .....................................................
Item 11. Executive Compensation .............................................................................................................

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters ..................................................................................................................................
Item 13. Certain Relationships and Related Transactions, and Director Independence ..................
Item 14. Principal Accountant Fees and Services ...................................................................................
Part IV
Item 15. Exhibit and Financial Statement Schedules .............................................................................
Item 16. Form 10-K Summary ....................................................................................................................
Signatures ......................................................................................................................................................

1
15

52
52

52
53

55
75
77

118
119
121
121

122
122

122
122
122

123

128

129

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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;

the impact of adverse and uncertain economic and political conditions in the U.S. and international
markets, including due to 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;

factors negatively impacting demand in the plant-based meat category;

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 increased competition from our market competitors and new market entrants;

risks and uncertainties related to certain cost-reduction initiatives, workforce reductions, executive
leadership changes, and the timing and success of achieving certain financial goals or cash flow
positive targets;

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 downsizing and
exiting certain operations, domestically and/or abroad;

the impact of uncertainty as a result of doing business in China and Europe;

the volatility of or inability to access the capital markets, including due to macroeconomic factors,
geopolitical tensions or the outbreak of hostilities or war;

changes in the retail landscape, including the timing 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 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;

i•

•

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 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;

the impact of uncertainty in our domestic and international supply chain, including labor shortages and
disruption and shipping delays and disruption;

our ability to effectively expand or optimize our manufacturing and production capacity, including
effectively managing capacity for specific products with shifts in demand;

risks associated with underutilization of capacity which could give rise to increased costs,
underutilization fees and termination fees to exit certain supply chain arrangements and/or the write-off
of certain equipment;

our inability to sell our inventory in a timely manner requiring us to sell our products through liquidation
channels at lower prices, write-down or write-off obsolete inventory, or increase inventory reserves;

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;

our operational effectiveness and ability to fulfill orders in full and on time;

variations in product selling prices and costs, and the mix of products sold;

our ability to successfully enter new geographic markets, manage our international expansion 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;

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 brand awareness, maintain,
protect and enhance our brand, attract and retain new customers and maintain and grow our market
share;

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;

real or perceived quality or health issues with our products or other issues that adversely affect our
brand and reputation;

significant disruption in, or breach in security of our information technology systems and resultant
interruptions in service and any related impact on our reputation, including data privacy;

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, such as the Planet Partnership, LLC (“TPP”)
with PepsiCo, Inc., 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 operating activities related to 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 impact of marketing campaigns aimed at generating negative publicity regarding our products,
brand and the plant-based meat category;

the effectiveness of our internal controls;

accounting estimates based on judgment and assumptions that may differ from actual results;

iii

•

the requirements of being a public company and effects of increased administrative costs related to
compliance and reporting obligations;

the sufficiency of our cash and cash equivalents to meet our liquidity needs;

our significant indebtedness and ability to repay such indebtedness;

risks related to our debt, including 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;

estimates of our expenses, future revenues, capital expenditures, capital requirements and our needs
for additional financing;

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, workforce reductions or other cost-reduction initiatives on our space
demands;

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;

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;

economic conditions and the impact on consumer spending;

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, and elsewhere in this report, and those discussed in
other documents we file from time to time with the Securities and Exchange Commission (“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,”
“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 data as of
December 2022. This data involves a number of assumptions and limitations, and you are cautioned not to give
undue weight to such estimates and data.

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,” “Go Beyond,” “Cookout
Classic,” “The Future of Protein,” 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.

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ITEM 1. BUSINESS.

Overview

PART I

Beyond Meat is a leading plant-based meat company offering a portfolio of revolutionary plant-based
meats. We build 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 our plant-based meat products. Our 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. The success of our breakthrough
innovation model and products has allowed us to appeal to a broad range of consumers, including flexitarians,
those who typically eat animal-based meats, positioning us to compete directly in the $1.4 trillion global meat
industry.

To capture this broad market opportunity, we have developed three core plant-based product platforms that
align with the largest meat categories globally: beef, pork and poultry. The primary components of animal-based
meat—amino acids, lipids, carbohydrates, trace minerals and water—are not exclusive to animals and are
plentiful in plants. We create our plant-based products using proprietary scientific processes that determine the
architecture of the animal-based meat we are seeking to replicate and then we assemble it using plant-derived
amino acids, lipids, carbohydrates, trace minerals and water. We are focused on continuously improving our
products so that eventually they are, to the human sensory system, indistinguishable from their animal-based
counterparts.

Our flagship product is the Beyond Burger, designed to look, cook and taste like a traditional beef burger.

We also sell a range of other plant-based meat products, including Beyond Sausage, Beyond Beef, Beyond
Meatballs, Beyond Breakfast Sausage Patties, Beyond Breakfast Sausage Links, Beyond Beef Crumbles,
Beyond Italian Sausage Crumbles, Beyond Chicken Tenders, Beyond Steak, Beyond Popcorn Chicken, Beyond
Chicken Nuggets and Beyond Meat Jerky. All of our products are made from simple ingredients without GMOs,
no added hormones or antibiotics, and 0 mg of cholesterol per serving. With the exception of certain Beyond
Beef Crumbles which are not certified Kosher, all of our products are certified Kosher and Halal. All of our
products are good to excellent sources of protein and we are focused on making them nutritionally dense, with
minimal negative attributes relative to their animal protein alternatives. As of December 2022, Beyond Meat
branded products were available at approximately 190,000 retail and foodservice outlets in more than 80
countries worldwide, across mainstream grocery, mass merchandiser, club store, convenience store and natural
retailer channels, and various food-away-from-home channels, including restaurants, foodservice outlets and
schools.

Research, development and innovation are core elements of our business strategy, and we believe they
represent a critical competitive advantage for us. Through our Beyond Meat Rapid and Relentless Innovation
Program, our team of scientists and engineers focuses on making continuous improvements to our existing
product formulations and developing new products across our plant-based beef, pork and poultry platforms. Our
state-of-the-art Innovation Center within our Campus Headquarters brings together leading scientists from
chemistry, biology, material science, food science and biophysics disciplines who work together with process
engineers and culinary specialists to pursue our vision of perfectly building plant-based meat.

Net revenues decreased to $418.9 million in 2022 from $464.7 million in 2021, representing a 9.8%

reduction. We have generated losses since inception. Net loss in 2022 and 2021 was $366.1 million and $182.1
million, respectively, as we pursued our long-term goal of future growth of our business, investing in innovation,
people, infrastructure, product scaling and establishing strategic partnerships in the U.S., EU and China. In
2022, our net revenues were negatively affected by softness in demand in the plant-based category,
macroeconomic issues, including inflation, rising interest rates and increasing concerns about the likelihood of a

1recession, and increased competition. Additionally, there remains uncertainty regarding the long-term effects of
the COVID-19 pandemic and certain negative impacts on our business, the plant-based category, consumer
and customer behavior, and demand levels.

In response to the current difficult environment and the negative impact of these factors on our business

and the overall plant-based category, beginning in the fourth quarter of 2022 we are pivoting our focus toward
sustainable long-term growth supported by three pillars: (1) driving margin recovery and operating expense
reduction through the implementation of lean value streams across our beef, pork and poultry platforms; (2)
inventory reduction and cash flow generation through more efficient inventory management; and (3) focusing on
near-term retail and foodservice growth drivers while supporting strategic key long-term partners and
opportunities.

Our Mission

We are a mission-driven business with long-standing core values. We strive to operate in a transparent,
socially responsible and environmentally sustainable manner and are committed to help solve the major health
and global environmental issues which we believe are caused in part by an animal-based protein diet and
existing industrial livestock production. We believe our authentic and long-standing commitment to these causes
better positions us to build loyalty and trust with current consumers and helps to attract new ones. Our
corporate culture embodies these values and, as a result, we enjoy a highly motivated and skilled workforce
committed to our mission and our enterprise.

The Beyond Meat Strategic Difference

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Unique Approach to the Product

We employ a revolutionary and unique approach to create our products, with a goal of delivering the same

satisfying taste, aroma and texture as the animal-based meats we seek to replicate. At our Innovation Center
within our Campus Headquarters, our scientists and engineers work to continuously improve our products to
replicate the sensory experience of animal-based meat. Each product is designed to not only closely replicate
the taste and sensory experience of its animal protein equivalent, but to also provide the nutritional and
environmental benefits of plant-based meat.

We start by analyzing the composition and design of relevant animal-based meats at the molecular and

structural level. The primary components, other than water, comprising animal-based meats are amino acids,
lipids, carbohydrates and trace minerals, which are not exclusive to animals and are present in abundance in
plants. The amino acids that form the proteins which represent the muscle of animal-based meat can be
sourced from plants. We use proteins primarily extracted from yellow peas, as well as mung beans, faba beans,
brown rice and other plant stock, through a physical process to separate protein and fiber. We then apply
heating, cooling and pressure at rapid and varied intervals to weave the protein into a fibrous structure to create
woven protein that mimics the texture of muscle. Our woven protein is converted according to our formulas and
specifications into a packaged product at our own facilities or by our network of co-manufacturers, after which
the final packaged product is then shipped to distributors or direct to customers.

•

Unique Approach to the Market

Our breakthrough product innovations have enabled a paradigm shift in both marketing and target audience

—tapping into the enthusiastic pull from mainstream consumers for delicious and satisfying, yet better-for-you
plant-based meats. This approach is summed up in our brand promise—“Eat What You Love.” When we
launched our flagship Beyond Burger in 2016, we approached the marketplace in an unprecedented way.
Instead of marketing and merchandising the Beyond Burger to vegans and vegetarians, we requested that the
product be sold in the meat case at grocery retailers where meat-loving consumers are accustomed to shopping
for center-of-plate proteins. We believe merchandising in the meat case in the retail channel has helped drive
greater brand awareness with our end consumers.

2Reflecting the strength and value of the Beyond Meat brand to its partners, many of our foodservice

customers choose to prominently feature our brand name on their menu and within item descriptions, in addition
to displaying Beyond Meat branded signage throughout their venues. We believe that we have established our
brand as one with “halo” benefits to our partners as evidenced by the increased adoption by strategic QSR
partners. Our foodservice channel not only functions as a form of paid trial for our products, helping to drive
additional retail demand, but also creates even greater brand awareness for Beyond Meat through the on-menu
and in-store publicity we receive.

•

Unique Approach to Our Brand

Our mission is to create nutritious plant-based meats that taste delicious and deliver a consumer

experience that is indistinguishable from that provided by animal-based meats. We believe our brand promise,
“Eat What You Love,” encourages consumers to eat more, not less, of the traditional dishes they enjoy by using
our products, while feeling great about the health, sustainability and animal welfare benefits associated with
consuming plant-based meat. This approach is one of the reasons all of our current products are non-GMO. Our
approach of bringing to market the best innovations is a strategy that engages the consumer and provides
feedback from which we iterate and improve.

Our brand awareness has been driven by strong digital and social media marketing as well as earned
media reaching our digitally native target audience. The viral nature of our marketing and brand-building has
been enhanced by both the network of brand ambassadors we have developed throughout the United States
and abroad, and our strong following by celebrities from the worlds of sports and entertainment who help
promote the benefits of a plant-based diet and the Beyond Meat brand.

In 2022 we brought the environmental impact of our products to the forefront, showcasing the difference a
burger can make through “This Burger Fights Climate Change,” a nationwide campaign stretching from Times
Square billboards to YouTube shorts. We expanded the premise in our summer grilling campaign, joining Kevin
Hart as he time-traveled through the decades to help change the world, one delicious Beyond Burger at a time.
In October, we supported the launch of three new products, including Beyond Steak, through an omnichannel
campaign across traditional and retail media.

Our Industry and Market Opportunity

We operate in the large and global meat industry, which is comprised of fresh and packaged animal-based

meats for human consumption. According to data from Fitch Solutions Macro Research, the meat industry is the
largest category in food and in 2017 generated estimated sales across retail and foodservice channels of
approximately $270 billion in the United States and approximately $1.4 trillion globally. We believe our revenue
growth over time will allow us to capture an increased share of the broader U.S. meat category, supported by a
number of key drivers, including the authentic comparability and sensory experience of our products to their
animal-based meat equivalents, continued mainstream acceptance of our products by traditional animal-based
meat consumers, heightened consumer awareness of the role that food and nutrition, particularly plant-based
foods, play in long-term human health and wellness, and growing concerns related to the negative
environmental and animal-welfare impacts of animal-based meat consumption. As a market leader in the plant-
based meat category, we believe we are well-positioned to take advantage of and drive this category growth.

Our Competitive Strengths

We believe that the following strengths position us to generate growth and pursue our objective to become

a leader in the global meat category.

•

Dedicated Focus on Innovation

We invest significant resources in our innovation capabilities to develop plant-based meat alternatives to
popular animal-based meat products. Our innovation team, comprised of scientists, engineers, researchers,
technicians and chefs, has delivered a number of unique plant-based meat breakthroughs, as well as
continuous improvements to existing products. We are able to leverage what we learn about taste, texture,

3aroma and appearance across our plant-based beef, pork and poultry platforms and apply this knowledge to
each of our product offerings. In 2022, our innovation team moved into its new location within our Campus
Headquarters, where we have a strong pipeline of products in development.

•

Brand Mission Aligned with Consumer Trends

We believe our brand is uniquely positioned to capitalize on growing consumer interest in great-tasting,
nutritious, convenient, higher protein content and plant-based foods. We have also tapped into growing public
awareness of major issues connected to animal protein, including human health, climate change, resource
conservation and animal welfare. Simply put, our products aim to enable consumers to “Eat What You Love”
without the downsides associated with conventional animal protein.

We have built a powerful brand with broad demographic appeal and a passionate consumer base. Our
brand awareness is driven by strong marketing. Our audience continues to grow from the attention generated
by our large following of celebrities, influencers and brand ambassadors who identify with our mission.

•

Product Portfolio Generates Demand Across Channels

Increased sales of our products have helped us foster strong relationships in a relatively short period of
time. We provide our retailers with exciting new products in the meat case, where innovation rarely occurs.

Our foodservice customers are excited by the opportunity to differentiate their menu offerings and attract
new customers by partnering with Beyond Meat, and are seeking new ways to further promote our products, for
example through mass media advertising campaigns inclusive of TV, radio, out of home and digital channels.
We believe our customers’ frequent choice to feature Beyond Meat demonstrates the marketing power of our
brand and overall consumer excitement for our products. This type of demand for our products has been a
driving force in building strong ties with customers who have been continually impressed by the impact our
brand can make on their business.

•

Experienced and Passionate Executive Management Team

We are led by a proven and experienced executive management team with broad industry experience,
including at both consumer packaged goods companies and high-growth businesses. Prior to founding Beyond
Meat, Ethan Brown, our President and Chief Executive Officer, spent over a decade in the clean energy industry
working for hydrogen fuel cell leader, Ballard Power Systems, rising from an entry level manager to reporting
directly to the Chief Executive Officer. Mr. Brown’s significant experience in clean tech, coupled with an
appreciation of animal agriculture's role in contributing to greenhouse gas emissions, led him to start a plant-
based meat products company. Our executive management team plays an integral role in Beyond Meat’s
success by instilling a culture committed to innovation, customer satisfaction and growth.

Cost Down Strategy

A key component of our business strategy is to continually drive the cost of our products down over time,
with the aspiration to eventually price at parity with animal-based protein. To enable this, in 2021 we kicked off
our Cost Down program, which consists of multiple workstreams focused on initiatives such as competitive
bidding for ingredients, increasing manufacturing throughput, streamlining our internal fulfillment network and
reformulating products to reduce costs. The reductions in force implemented in August and October 2022 and
our sharpened focus on certain large customers and markets, are examples of ways we’ve started executing on
our broader cost down strategy.

Our Long-Term Growth Strategy

In response to the current difficult environment and the negative impact of certain factors on our business
and the overall plant-based category, beginning in the fourth quarter of 2022 we are pivoting our focus toward
sustainable long-term growth supported by three pillars: (1) driving margin recovery and operating expense
reduction through the implementation of lean value streams across our beef, pork and poultry platforms; (2)

4inventory reduction and cash flow generation through more efficient inventory management; and (3) focusing on
near-term retail and foodservice growth drivers while supporting strategic key long-term partners and
opportunities. For clarity, lean value streams represent organizing our teams and operational approach in such
a way that increases cross-functional collaboration, transparency and ownership of key business processes and
initiatives, with an overarching objective of eliminating waste throughout our organization. We believe, if
implemented effectively, the use of a lean value stream approach could drive faster speed-to-market of new
product launches, which in turn could accelerate our sales growth, increase our pace of reducing our production
costs and expanding our gross margin, and enable further operating expense reductions, among others.

In the long-term, we intend to continue to do the following:

•

Pursue Top-line Growth Across our Distribution Channels

We continue to believe that there is a significant opportunity over time to expand our retail and foodservice

footprint through distribution expansion, continued innovation and commercialization of new products, increased
penetration across channels and into other areas of the retail footprint. We believe increased distribution will
lead to growing consumer awareness and demand for nutritious, convenient and high protein plant-based
foods, leading to an increase in the overall size of the plant-based meat category as more consumers shift their
diets away from animal-based proteins.

•

Invest in Infrastructure and Capabilities

Over the long-term, we are committed to prioritizing investment in our infrastructure and capabilities. In
2022, we made significant investments in support of our production and supply chain capabilities, new Campus
Headquarters, sales and marketing efforts, our joint venture, TPP, and the bolstering of our IT and systems
infrastructure in order to enable a sustainable market-leading position for the long-term.

We are continually reviewing opportunities to optimize our manufacturing capacity across our network,
identifying opportunities to increase overall equipment effectiveness, as well as opportunities to leverage our
internal manufacturing and co-manufacturer network.

•

Expand Our Product Offerings

The success of our products over the past several years supports our belief that, despite a recent softness

in the plant-based category, there will continue to be significant demand for additional plant-based meat
products in the long-term. We intend to strengthen our product offerings by improving the formulations for our
existing portfolio of products and by creating new products that expand the portfolio. We are continually refining
our products to improve their taste, texture, aroma and appearance. In addition, we are committed to investing
in research and development to continue to innovate within our core plant-based platforms of beef, pork and
poultry to create exciting new product lines and improve the formulations for our existing portfolio of products.

Our new product launches in 2022 included the launch of Beyond Steak, Beyond Chicken Nuggets and
Beyond Popcorn Chicken in U.S. retail and foodservice channels, tests of Beyond Carne Asada and Beyond
Fried Chicken in the U.S. foodservice channel, Beyond Italian Sausage Crumbles in the Canadian foodservice
channel, and Beyond Dumplings and Beyond Meat Plant-based Pork Patties in China e-commerce channels.

•

Continue to Grow Our Brand

We intend to continue to develop our brand and increase awareness of Beyond Meat. We plan on

highlighting our “Go Beyond” message and the global benefits that come with eating our products. We also plan
to continue to create relevant content with our network of celebrities, influencers and brand ambassadors, who
have successfully built significant brand awareness for us by supporting our mission and products and
incorporating Beyond Meat into their daily lifestyle. We also intend to resume and expand our pre-COVID-19
field marketing efforts to sample products directly with consumers in stores and at relevant events.

5Our Products

We sell a range of plant-based meat products across our three core platforms of beef, pork and poultry.
Depending on the product and channel, they are offered in ready-to-cook, ready-to-heat or shelf-stable formats.
Our products cover an entire day’s menu planning, from breakfast to dinner and snacking in between.

All of our products are made from simple ingredients without GMOs, no added hormones or antibiotics, and

0 mg of cholesterol per serving. With the exception of certain Beyond Beef Crumbles which are not certified
Kosher, all of our products are certified Kosher and Halal. All of our products are good to excellent sources of
protein and we are focused on making them nutritionally dense, with lower negative attributes relative to their
animal protein alternatives.

Our beef platform consists of our line of products that are intended to mimic animal-based beef in its various

merchandised forms, including ground beef, burger patties and meatballs, among others. Our primary products
under our beef platform include the Beyond Burger, Beyond Beef, Beyond Meatballs, Beyond Beef Crumbles,
Beyond Meat Jerky and Beyond Steak which are sold across our U.S. and international retail and foodservice
channels. The protein content for our beef platform products is primarily derived from one or a combination of
pea protein, rice protein, faba bean protein, wheat gluten and mung bean protein.

Our pork platform consists of our line of products that are intended to mimic animal-based pork in its various

merchandised forms, including dinner sausage links, breakfast sausage patties and links, and ground pork,
among others. Our primary products under our pork platform include Beyond Sausage, Beyond Breakfast
Sausage Patties, Beyond Breakfast Sausage Links, Beyond Sausage Crumbles and Beyond Ground Pork, and
are sold across our U.S. and international retail and foodservice channels. The protein content of our pork
platform products is primarily derived from one or a combination of pea protein, rice protein and soy protein.

Our poultry platform consists of our line of products that are intended to mimic animal-based chicken in its

various merchandised forms, including chicken tenders, chicken nuggets and popcorn chicken. Our primary
products under our poultry platform include Beyond Chicken Tenders, Beyond Chicken Nuggets and Beyond
Popcorn Chicken. With the exception of Beyond Chicken Tenders, which is sold across our U.S. and
international retail and foodservice channels, the poultry platform products are primarily sold in our U.S. retail
channel. The protein content for our poultry platform products is primarily derived from faba bean protein and
wheat gluten.

Customers

Since the success of the Beyond Burger, we have created a strong presence at leading food retailers
across the United States and abroad. As of December 2022, Beyond Meat branded products were available in
approximately 78,000 retail outlets in the United States and 35,000 retail outlets internationally.

We remain focused on expanding our partnerships with foodservice customers over time, including large

full-service restaurant (“FSR”) and QSR customers in the United States and abroad. As of December 2022,
Beyond Meat branded products were available in approximately 43,000 foodservice outlets in the United States
and 34,000 foodservice outlets internationally.

We sell to a variety of customers in the retail and foodservice channels throughout the United States and
internationally primarily through distributors who purchase, store, sell and deliver our products. Because such
distributors function in an intermediary role, we do not consider them to be direct customers. In addition, we sell
directly to customers in the retail and foodservice channels who handle their own distribution.

In 2022, DOT Foods, Inc. (“DOT”) accounted for approximately 12% of our gross revenues. In 2021, DOT
and Zandbergen WFM accounted for approximately 12% and 11% of our gross revenues, respectively. In 2020,
Costco accounted for approximately 13% of our gross revenues. No other distributor or customer accounted for
more than 10% of our gross revenues in 2022, 2021 or 2020.

6Our Supply Chain

•

Sourcing and Suppliers

The principal ingredient used to manufacture our products is pea protein. We procure the raw materials for

our woven protein from a number of different suppliers. Although most of the raw materials we require are
typically readily available from multiple sources, we currently have a limited number of suppliers for the pea
protein used in our products.

•

Supply Agreements

We have a multi-year sales agreement with Roquette Frères (“Roquette”) for the supply of pea protein
which expires on December 31, 2023. We are obligated to purchase certain minimum annual amounts as
specified in the agreement. We continually seek additional sources of pea protein and other plant-based protein
for our products that meet our criteria.

Flavors consist of product flavors that have been developed by our innovation team in collaboration with our

supply partners exclusively for us or in collaboration with our foodservice partners. The formulas are then
produced by our suppliers for use in our products. Ingredients in our flavors are qualified through trials to ensure
manufacturability. Upon receipt of the ingredients, we receive Certificates of Analysis from our suppliers in our
quality control process to confirm that our rigorous standards have been met. Flavors are extensively tested
prior to introduction to ensure finished product attributes such as taste, texture, aroma and appearance are not
negatively impacted.

Other than the pea protein supply agreement described above, we generally do not have long-term supply
agreements with our other suppliers. As most of the raw materials we use in our flavors are readily available in
the market from many suppliers, we believe that we can within a reasonable period of time make satisfactory
alternative arrangements in the event of an interruption of supply from our vendors.

Manufacturing

As the first step in our manufacturing process a dry blend containing our plant protein is combined within

our manufacturing facility. The dry blend then enters our extruder, where both water and steam are added. We
then use a combination of heating, cooling and variations of pressure to weave together the proteins into an
architecture that mimics the texture and muscle structure of animal meat. The formed woven protein is used as
the basis of all our products. Next, internally or through our co-manufacturers, we further process the woven
protein by combining flavorings and other ingredients, after which the final packaged product is then shipped to
distributors or direct to customers. In order to sustain the quality of our products, we have implemented a
“define, measure, analyze, improve and control,” or DMAIC, approach to improve, optimize and stabilize our
processes and design.

We depend on co-manufacturers for the manufacturing of some of our products. Our co-manufacturers are
currently in various locations throughout the United States, Canada, the Netherlands and China. We continue to
explore further optimization of our production capabilities domestically and abroad to produce our woven
proteins, blends of flavor systems and binding systems, and finished goods.

Quality Control

In-process quality checks are performed throughout the manufacturing process, including temperature,
physical dimensions and weight. We provide specific instructions to customers and consumers for storing and
cooking our products. A majority of our products are transported and stored frozen. Frozen products such as
Beyond Beef Crumbles and Beyond Breakfast Sausage Patties are intended to be prepared from their frozen
state, with cooking instructions enclosed on all packaging.

Retail products sold in the meat case, such as the Beyond Burger, Beyond Sausage, Beyond Beef, Beyond

Meatballs and Beyond Sausage Links, are shipped to the customer frozen. The customer is provided
instructions on ‘slacking,’ which is typically done by moving frozen food to a refrigerator to allow it to slowly and

7safely thaw before cooking. For this step, retailers must apply a “use by date” sticker to the packaging prior to
sale.

Distribution

From our internal manufacturing or co-manufacturing facilities, products are transferred by third-party
logistics providers to cold storage facilities or are directly shipped to the customer. International shipments are
also handled by third-party logistics providers and in some instances are organized directly by the customer.

At present, we manage shipments through Manhattan Active Transportation Management System (TMS)

and FourKites for real-time shipment tracking and visibility to coordinate our supply chain through to final
distribution.

Order Fulfillment

Our customer service and logistics functions are responsible for customer-facing activities, order

management, customer logistics, 3PL leadership and intra-company distribution. We utilize Oracle NetSuite
ERP and integration with our 3PL Cloud interface platforms for these processes. Customer orders are
principally transmitted via electronic data interface, or EDI, but may be processed manually if necessary. Orders
are accepted in NetSuite, reviewed for accuracy and fulfillment plans are developed. When fulfillment plans are
ready, orders are tendered to 3rd party carriers via Manhattan TMS. Metrics for the Customer Service and
Logistics team include order fill rates, on-time delivery, customer scorecards as needed and cost leadership. We
have agreements with third-party service providers for all of our shipping needs.

Sales and In-Store Activation

•

Sales

As of December 31, 2022, our sales team is organized into four divisions: retail, foodservice, international

and strategic partnerships. Additionally, we have strong support functions with Category Management,
Consumer Insights and Analytics, Customer Service and Marketing. The sales team has an extensive range of
experience from leading CPG, natural food, meat and plant-based meat companies. It works in close
coordination with a network of global broker and distributor partners that gives us the expertise and access to
accounts and markets across key global markets in an efficient and scalable fashion as we continue to seek to
grow our footprint and sales globally.

•

Brand Marketing

The primary means by which we have driven consumer awareness of our products is via social and digital
media, PR, retail and foodservice shopper marketing, ambassador and influencer activations, paid media and
strategic partnerships. Our marketing strategy focuses on driving awareness all the way through to purchase
and loyalty.

We maintain active social media platforms such as Facebook, Instagram, TikTok and Twitter to build
awareness, share news, reach new audiences and engage with our consumers. These platforms allow us to
engage with our consumers and directly reach target demographics such as millennials and “Generation Z.” We
also leverage our first party data to distribute brand information and news, foster loyalty through unique offers
and share recipe content to drive consumption.

We also maintain a registered domain website at www.beyondmeat.com, which serves as the primary
source of information regarding our products, as well as foreign domains in certain countries. Our website is
used as a platform to promote our products, provide news, share recipes, highlight nutritional facts and provide
general information on where to purchase our products.

We are fortunate to have partnered with a network of brand ambassadors and developed a strong following
by celebrities from the worlds of sports and entertainment who share our core values. Their organic involvement
and interest are helpful to promote our overall mission and strategic partnerships.

8In 2022, we deployed targeted brand campaigns to build awareness, reach new users and drive conversion.

Our paid digital initiatives included social, programmatic, podcasts, out-of-home, online video, connected TV,
and digital offers and rewards.

Competition

We operate in a highly competitive environment. We believe that we compete with both conventional
animal-protein companies, such as Cargill, Hormel, JBS, Perdue Foods, Tyson and WH Group, and also plant-
based meat brands, including brands affiliated with conventional animal-protein companies and other large food
operators, such as Alpha Foods, Boca Foods (Kraft Heinz), Lightlife and Field Roast Grain Meat Co. (Maple
Leaf Foods), Gardein (Conagra), Hungry Planet, Inc., Impossible Foods, Incogmeato/Morningstar Farms
(Kellogg), Moving Mountains, Omn!pork (OmniFoods), Tofurky, Sweet Earth and Awesome Burger (Nestle’
S.A.), Pure Farmland by Smithfield Foods (WH Group), Raised & Rooted (Tyson), Happy Little Plants (Hormel),
Sysco’s Simply Plant-Based Meatless Burger, Tattooed Chef, The Not Company and Vegetarian Butcher
(Unilever). Additionally, a number of U.S. and international companies are working on developing lab-grown or
“clean meat,” an animal-protein product cultivated from cells taken from animals, which could have a similar
appeal to consumers as plant-based products.

We believe the principal competitive factors in our industry are:

• taste;

• nutritional profile;

• ingredients;

• texture;

• ease of integration into the consumer diet;

• low-carbohydrate, low-sugar, high fiber and protein;

• lack of cholesterol, gluten and GMOs;

• convenience;

• price and promotion tactics;

• brand awareness and loyalty among consumers;

• media spending;

• product variety and packaging;

• access to major retailer shelf space and retail locations;

• access to major foodservice outlets and integration into menus;

• innovation; and

• intellectual property protection on products.

We believe we compete effectively with respect to each of these factors. However, many companies in our

industry have substantially greater financial resources, more comprehensive product lines, broader market
presence, longer standing relationships with distributors and suppliers, longer operating histories, greater
production, commercialization and distribution capabilities and greater marketing resources than we have.

Research and Development

Our research and development team creates, tests and refines our products at our Innovation Center within

our Campus Headquarters. We employ in-house scientists, engineers, researchers and testers to help create
the next iterations of our plant-based meat products. Our team has delivered a number of first-to-market

9breakthroughs focused on plant-based meat and we are also focused on continuous improvement of existing
products. We have and will continue to protect any intellectual property created by us.

Our Beyond Meat Rapid and Relentless Innovation Program defines the details of the product innovation

process from ideation and prototype development through commercialization. This process assigns
responsibility and accountability of each functional team throughout the process and defines deliverables at
each step.

Product Innovation

Innovation is a core competency of ours and an important part of our growth strategy. Our goal is to identify

large, animal-based meat product categories across our core plant-based platforms of beef, pork and poultry
that exhibit long-term consumer trends. We then dedicate significant research and development resources to
create authentic plant-based versions of these products that replicate the taste, texture, aroma and appearance
of their animal-based equivalents. We have been able to leverage the success of our existing products and
resulting brand equity to launch improved versions of our existing products and create new products.

The innovation team undertakes extensive research projects to increase our fundamental understanding of

animal-based meat and plant-based equivalents. A few examples of where we are focusing on continued
refinements of our products include:

• Better fat adipose tissue and saturated fat mimics: We are researching new materials and technologies
capable of mimicking saturated fat in terms of texture and appearance, but without the nutritional drawbacks of
saturated fat.

• Alternative functional proteins: We pursue new non-animal proteins that add function to our food products,

including native proteins that can denature during cooking, protein binders and protein emulsifying agents and
proteins.

• Additional connective tissue equivalents: We are seeking materials and methods to introduce additional
cartilaginous-like materials and heterogeneity in the form of both texture and appearance in our food products.

• Encapsulation materials and technology: We are seeking new materials and technologies to expand the

scope of controlled-release delivery systems in our food products as it relates to delivering flavor, color and
texturizing agents.

• Materials and technologies to support flavor and texture development: We are seeking non-GMO enzymes

that can assist with protein enzymolysis as it relates to flavor reactions.

On January 25, 2021, we entered into TPP, a joint venture with PepsiCo, Inc., to develop, produce and
market innovative snack and beverage products made from plant-based protein. In the fourth quarter of 2022,
we began taking steps to restructure certain contracts and operating activities related to Beyond Meat Jerky.
Such activities are expected to continue through most of 2023.

Seasonality

Generally, we expect to experience greater demand for certain of our products during the summer grilling

season. In 2022 and 2021, U.S. retail channel net revenues during the second quarter were 16% and 21%
higher than the first quarter, respectively. We expect to continue to see additional seasonality effects, especially
within our retail channel, with revenue contribution from this channel tending to be greater in the second and
third quarters of the year, along with increased levels of purchasing by customers ahead of holidays, the impact
of customer shelf reset activity and the timing of product restocking by our retail customers. In addition, in an
environment of recessionary and inflationary pressures, general softness in the plant-based category,
competition and other factors impacting our business, including uncertainty around the long-term impacts of
COVID-19, we are unable to assess the ultimate impact on the demand for our products as a result of
seasonality.

10Human Capital Resources

•

Employees

As of December 31, 2022, we had 787 full-time employees and 89 contract workers. None of our
employees is represented by a labor union. We have never experienced a labor-related work stoppage.

•

Employee Health and Safety Related to COVID-19

In the United States, we have transitioned back to normal operating procedures with a heightened

awareness of maintaining a healthy workplace and work environment. At all of our facilities, we follow current
guidelines from local departments of public health and have implemented comprehensive preventative hygienic
measures to support the health and safety of our employees.

As a result of China’s lifting of its zero COVID policies, our facilities in China no longer require visitors and

personnel to obtain a 72-hour swab test. However, at our R&D center and Jiaxing factory, visitors are still
required to pre-register their personal details and record their temperature. Those who record symptoms
relating to a fever or report cough symptoms are not allowed to enter these two facilities.

•

Diversity and Inclusion

We value the unique talent and merit that derive from diverse backgrounds and experience. We aspire to

engender and affirm equity and inclusion through a purposeful investment in qualified individuals from an array
of different communities. Our company culture thrives when different perspectives and ideas inform our
strategic goals to innovate and deliver to customers of every socio-economic background. We recognize that
representation and collaboration are vital components to address the challenges that face our planet. We have
developed a framework of guiding principles that set the foundation for sustainable Diversity, Equity and
Inclusion practices by reducing subjectivity and biases via data-driven decisions and promoting shared
ownership for inclusive behaviors and actions across the organization. In addition, we are actively working on
our diversity and inclusion roadmap, which focuses on four pillars: Workplace Inclusion, Employee Experience,
Equitable Brand and Community.

• Mission, Culture and Engagement

Everything we do is powered by our mission and core values and our corporate culture reflects that. As a

result, we enjoy a highly motivated and skilled workforce committed to our mission and our company. We
believe we have a unique culture which promotes employee engagement. Our employees are driven by our
mission which promotes collaboration and innovation. We promote employee engagement by organizing
various employee activities that are aligned with our mission, including our weekly “Coffee Talk,” a forum for
employee engagement with the leadership.

•

Total Rewards and Pay Philosophy

We strive to attract and retain diverse, high-caliber employees who raise the talent bar by offering

competitive compensation and benefit packages, regardless of their gender identity, race, age, perspective, or
other personal characteristics. We regularly review and survey our compensation and benefit programs against
the market to ensure we remain competitive in our hiring practices. We provide employee salaries that are
competitive and consider factors such as an employee’s role and experience, the location of their job and their
performance.

We also review our compensation practices, both in terms of our overall workforce and individual
employees, to ensure our pay is fair and equitable. In addition to our competitive salaries, to enhance our
employees’ sense of participation in the company and to further align their interests with those of our
stockholders, we offer equity to all of our salaried employees.

We offer a variety of comprehensive medical benefits to our employees. In addition to medical benefits, we

offer our employees dental and vision coverage, health savings and flexible spending accounts, paid time off,

11paid company holidays, paid parental leave, bereavement leave, pet bereavement leave, employee assistance
programs, a 401(k) retirement savings plan with company matching contributions, voluntary short-term and
long-term disability insurance, and life insurance.

•

Development and Retention

We strive to hire, develop and retain outstanding talent that is passionate about changing the world and that
continuously raises the performance bar. We encourage, support and compensate our employees based on our
philosophy of recognizing and rewarding exceptional performance. We achieve this by focusing on
development, goal setting, accomplishments and ongoing feedback that aligns with short- and long-term
company strategy. We believe that development is foundational to future success and should be an ongoing
process in which all employees should be active participants.

Trademarks and Other Intellectual Property

We own domestic and international trademarks and other proprietary rights that are important to our

business. Depending upon the jurisdiction, trademarks are valid as long as they are used in the regular course
of trade and/or their registrations are properly maintained. Our primary trademarks include Beyond Meat,
Beyond Burger, Beyond Beef, Beyond Sausage, Beyond Breakfast Sausage, Beyond Chicken, Beyond Fried
Chicken, Beyond Meatball, the Caped Steer Logo, Go Beyond, Eat What You Love, Cookout Classic, The
Future of Protein, and The Future of Protein Beyond Meat and design, and are registered or pending
trademarks of Beyond Meat, Inc. in the United States and, in some cases, in certain other countries. Our
trademarks are valuable assets that reinforce the distinctiveness of our brand to our consumers. We have
applied for or have trademark registrations internationally as well. We believe the protection of our trademarks,
copyrights, patents, domain names, trade dress and trade secrets are important to our success.

We aggressively protect our intellectual property rights by relying on trademark, copyright, patent, trade
dress and trade secret laws and through the domain name dispute resolution system. We maintain a registered
domain website at www.beyondmeat.com, as well as foreign domains in certain countries.

We believe our intellectual property has substantial value and has contributed significantly to our business.

As of December 31, 2022, we had two issued patents in the United States and seven issued patents outside the
United States (U.K., Indonesia, Canada, China, Chile, Israel and Australia), two pending patent applications in
the United States, eight pending international patent applications and one provisional patent application.

We consider the specifics of our marketing, promotions and products as a trade secret, and information we
wish to keep confidential. In addition, we consider proprietary information related to formulas, processes, know-
how and methods used in our production and manufacturing as trade secrets, and information we wish to keep
confidential. We have taken reasonable measures to keep the above-mentioned items, as well as our business
and marketing plans, customer lists and contracts reasonably protected, and they are accordingly not readily
ascertainable by the public.

Segments

Operating segments are defined as components of an entity for which separate financial information is
available and that is regularly reviewed by its chief operating decision maker (“CODM”), in deciding how to
allocate resources to an individual segment and in assessing performance. Our CODM is our Chief Executive
Officer. We have determined that we operate in one operating segment and one reportable segment, as our
CODM reviews financial information presented on an aggregate basis for purposes of making operating
decisions, allocating resources and evaluating financial performance.

Government Regulation

Along with our co-manufacturers, brokers, distributors and ingredients and packaging suppliers, we are
subject to extensive laws and regulations in the United States by federal, state and local government authorities
and in Canada, the European Union, the United Kingdom, China and other jurisdictions by foreign authorities. In

12the United States, the primary federal agencies governing the manufacture, distribution, labeling and advertising
of our products are the FDA and the FTC, and foreign regulatory authorities include Health Canada or the
Canadian Food Inspection Agency (“CFIA”) and the authorities of the EU or the EU member states. Under
various federal statutes and implementing regulations and foreign requirements, these agencies, among other
things, prescribe the requirements and establish the standards for quality and safety and regulate our product
composition, ingredients, manufacturing, labeling and other marketing and advertising to consumers. Among
other things, the facilities in which our products and ingredients are manufactured must register with the FDA
and any other relevant authorities based on location, comply with current good manufacturing practices, or
cGMPs, and comply with a range of food safety requirements established by and implemented under the Food
Safety Modernization Act of 2011 and applicable foreign food safety and manufacturing requirements. Federal,
state, and foreign regulators have the authority to inspect our facilities to evaluate compliance with applicable
requirements. Federal, state, and foreign regulatory authorities also require that certain nutrition and product
information appear on our product labels and, more generally, that our labels and labeling be truthful and non-
misleading and that our marketing and advertising be truthful, non-misleading and not deceptive to consumers.
We are also restricted from making certain types of claims about our products, including for example, in the
United States, nutrient content claims, health claims, and claims regarding the effects of our products on any
structure or function of the body, whether express or implied, unless we satisfy certain regulatory requirements.

In addition, the United States Congress recently considered (but did not pass) federal legislation, called the
Real MEAT Act, that could require changes to our product labeling and marketing, including identifying products
as “imitation” meat products.

In addition to federal regulatory requirements in the United States, certain states impose their own
manufacturing and labeling requirements. For example, every state in which our products are manufactured
requires facility registration with the relevant state food safety agency, and those facilities are subject to state
inspection as well as federal inspection. Further, states can impose state-specific labeling requirements. For
example, in 2018, the state of Missouri passed a law that prohibits any person engaged in advertising, offering
for sale, or sale of food products from misrepresenting products as meat that are not derived from harvested
production livestock or poultry. The state of Missouri Department of Agriculture has clarified its interpretation
that products which include prominent disclosure that the product is “made from plants,” or comparable
disclosure such as through the use of the phrase “plant-based,” are not misrepresented under Missouri law.
Additional states, including Arkansas, Georgia, Mississippi, Louisiana, Oklahoma, South Dakota and Wyoming,
have subsequently passed similar laws, and legislation that would impose specific requirements on the naming
of plant-based meat products is currently pending in a number of other states. We believe that our products are
manufactured and labeled in material compliance with existing state requirements, including the 2018 Missouri
law, and pay close attention to any developments at the state or federal level that could apply to our products
and our labeling claims.

We are also subject to the laws of Australia, Canada, Hong Kong, Israel, China, the European Union (and

individual member countries) and the United Kingdom, among others, and requirements specific to those
jurisdictions could impose additional manufacturing or labeling requirements or restrictions. For example, in
Europe, the Agriculture Committee of the European Parliament proposed in May 2019 to reserve the use of
“meat” and meat-related terms and names for products that are manufactured from the edible parts of animals.
In October 2020, the European Parliament rejected the adoption of this provision. In the absence of European
Union legislation, Member States remain free to establish national restrictions on meat-related names. In
October 2021, France published a draft implementing decree (the “Decree”), to define, for example, the
sanctions in case of non-compliance with the new law. The Decree was published on June 29, 2022, and
entered into force on October 1, 2022. We do not believe that the Decree complies with the laws of the
European Union, in particular the principle of free movement of goods. On July 27, 2022, at the request of a
trade association, the French High Administrative Court partially suspended the execution of the Decree. This
signals that there are indeed serious doubts as to the lawfulness of the Decree, though the suspension is only
partial and temporary until the Court rules on the merits of the case. We also note that this prohibition has not
been appropriately notified to the European Commission, and that as a result, the prohibition is, in principle,
non-enforceable. In November 2021, Beyond Meat co-signed a letter from the European Alliance of Plant-Based

13Foods protesting this law. In October 2021, the Turkish authorities challenged the use of the Caped Longhorn
superhero logo, as well as the name “Beyond Meat,” alleging that the consumer is misled as to the
characteristics of our products. The local distributor has made a submission that this is an unlawful restriction
under the EU-Turkey Free Trade Agreement. In December 2021, the Turkish authorities rejected this
submission, and held that references to “plant-based” in combination with “meat” would mislead the consumer.
Beyond Meat is actively monitoring these developments, but if adopted, they may require it to change its
labeling and advertising.

We are subject to labor and employment laws, laws governing advertising, privacy laws, anti-corruption
laws, safety regulations and other laws, including consumer protection regulations that regulate retailers or
govern the promotion and sale of merchandise. Our operations, and those of our co-manufacturers, distributors
and suppliers, are subject to various laws and regulations relating to environmental protection and worker health
and safety matters. We monitor changes in these laws and believe that we are in material compliance with
applicable laws. These laws and regulations are constantly evolving, and it is challenging to predict accurately
the effect they may have upon the capital expenditures, earnings and our competitive position in the future.

Corporate Information

Beyond Meat, Inc. was incorporated in Delaware on April 8, 2011 originally under the name

“J Green Natural Foods Co.” On October 5, 2011, we changed our corporate name to “Savage River, Inc.,” with
“Beyond Meat” being our “doing business as” name. On September 7, 2018, we changed our corporate name to
“Beyond Meat, Inc.”

Our common stock is listed on the Nasdaq Global Select Market under the symbol “BYND.”

Emerging Growth Company Status

Upon the completion of our IPO, we elected to be an Emerging Growth Company (“EGC”), as defined in the
Jumpstart Our Business Startups Act. An EGC is defined as a company with total annual gross revenues of less
than $1.07 billion during its most recently completed fiscal year. A company will retain its EGC status until the
earlier of: (1) the last day of the fiscal year in which it exceeds $1.07 billion in annual gross revenues; (2) the
last day of the fiscal year following the fifth anniversary of the date it first sold securities pursuant to an initial
public offering registration statement; (3) the date on which the EGC has, within the previous three years,
issued $1 billion of nonconvertible debt; or (4) the date it is deemed to be a large accelerated filer (an SEC
registered company with a public float of at least $700 million).

Effective December 31, 2020, we lost our EGC status and are now categorized as a Large Accelerated Filer

based upon the current market capitalization of the Company according to Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we must comply with all financial
disclosure and governance requirements applicable to Large Accelerated Filers.

Our Website and Availability of SEC Reports and Other Information

The Company maintains a website at the following address: www.beyondmeat.com. The information on the
Company's website is not incorporated by reference in this report or in any other report or document we file with
the SEC, and any references to our website are intended to be inactive textual references only.

We make available on or through our website certain reports and amendments to those reports we file with
or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. These include our annual reports
on Form 10-K, our quarterly reports on Form 10-Q, and our current reports on Form 8-K. We make this
information available on our website free of charge as soon as reasonably practicable after we electronically file
the information with, or furnish it to, the SEC. The SEC also maintains a web site that contains reports, proxy
and information statements, and other information regarding issuers that file electronically with the SEC. The
address of the site is http://www.sec.gov.

14Investors and others should note that Beyond Meat routinely announces material information to investors
and the marketplace using SEC filings, press releases, public conference calls, webcasts and the Beyond Meat
Investor Relations website. We also intend to use certain social media channels as a means of disclosing
information about us and our products to consumers, our customers, investors and the public (e.g.,
@BeyondMeat, #BeyondBurger and #GoBeyond on Facebook, Instagram and Twitter, and
@BeyondMeatOfficial on TikTok). The information posted on social media channels is not incorporated by
reference in this report or in any other report or document we file with the SEC. While not all of the information
that the Company posts to the Beyond Meat Investor Relations website or to social media accounts is of a
material nature, some information could be deemed to be material. Accordingly, the Company encourages
investors, the media, and others interested in Beyond Meat to review the information that it shares at the
“Investors” link located at the bottom of our webpage at https://investors.beyondmeat.com/investor-relations and
to sign up for and regularly follow our social media accounts. Users may automatically receive email alerts and
other information about the Company when enrolling an email address by visiting "Request Email Alerts" in the
"Investors" section of Beyond Meat’s website at www.investors.beyondmeat.com/investor-relations.

ITEM 1A. RISK FACTORS.

Risk Factor Summary

We are providing the following summary of the risk factors contained in this report to enhance the
readability and accessibility of our risk factor disclosures. We encourage you to carefully review the full risk
factors immediately following this summary as well as the other information in this report, including the section
titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Note
Regarding Forward-Looking Statements,” and our consolidated financial statements and related notes, before
deciding whether to invest in shares of our common stock. The risks and uncertainties described in this report
may not be the only ones we face. If any of the risks actually occurs, our business, financial condition, operating
results, cash flows and prospects could be materially and adversely affected. In this case, the trading price of
our common stock would likely decline and you might lose part or all of your investment in our common stock.
These risks and uncertainties include, but are not limited to, the following:

•

Risks Related to Our Business, such as, disruptions in the worldwide economy including an economic
recession, downturn, periods of inflation or economic uncertainty; risks associated with inflationary price
pressures including the effects of rising interest rates; reduced consumer confidence and changes in
consumer spending and negative trends in consumer purchasing patterns; factors negatively impacting
demand in the plant-based meat category; our history of losses and ability to achieve or sustain
profitability, which could result in the contraction of our business and the implementation of significant
cost cutting measures; risks and uncertainties associated with our cost-reduction initiatives, workforce
reductions, executive leadership changes, realignment of reporting structures, and the timing and
success of achieving certain financial goals or cash flow positive targets; 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 downsizing and exiting certain operations,
domestically and/or abroad; our ability to effectively expand or optimize our manufacturing operations
and accurately forecast demand for our products; our ability to utilize our capacity efficiently or
accurately plan our capacity requirements; our ability to sell our inventory in a timely manner which may
require us to sell our products through liquidation channels at lower prices, write-down or write-off
obsolete inventory, or increase inventory reserves; our ability to forecast future results of operations and
financial goals or targets; our reliance on a limited number of third-party suppliers and our ability to
procure sufficient high quality raw materials; disruptions to our supply chain; limited availability of pea
protein that meets our standards; our limited number of distributors; consolidation of customers, loss of
a significant customer or our inability to acquire new customers; loss of one or more of our co-
manufacturers; damage or disruption at our manufacturing facilities and operational delays at our new
manufacturing facilities; delays with the build out of our new Campus Headquarters; difficulties
expanding into new markets; effects of the COVID-19 pandemic on our business; slow, declining or
negative revenue growth rates; revenue and earnings fluctuations; seasonal fluctuations; delays in

15product delivery by third-party transportation providers; failure to retain our senior management and
attract and retain employees; use of professional employer organizations to employ certain of our
international employees; failure of recent and future acquisitions or investments to be efficiently
integrated; scrutiny from our stakeholders, institutional investors and governmental bodies on our
environmental, social and governance (“ESG”) practices; accounting estimate risks; and risks stemming
from workplace accidents or safety incidents.

Risks Related to Our Products, such as, incidents of food safety and food-borne illnesses or
advertising or product misbranding; reduction in sales of the Beyond Burger; changing consumer
preferences; failure to introduce new products or successfully improve existing products; our ability to
accurately predict consumer taste preferences and respond quickly to new trends; and ingredient and
packaging costs volatility.

Risks Related to Our Industry and Brand, such as, increased competition in our market and new
market entrants; harm to our brand or reputation due to real or perceived quality or health issues with
our products; and failure to develop and maintain our brand.

Risks Related to Our International Operations, such as, business, regulatory, political, financial and
economic risks of doing business in China and Europe; foreign exchange rate fluctuations; and potential
violations of the FCPA and other anti-corruption laws.

Risks Related to Our Investments, such as, our manufacturing operations in China and the
Netherlands; our ownership of real property; and participation in joint ventures.

Risks Related to Our Intellectual Property, Information Technology, Cybersecurity and Privacy,
such as, our ability to adequately protect our proprietary technology and intellectual property; our
reliance on information technology systems; the occurrence of a cybersecurity incident or other
technology disruptions or failure to comply with the laws and regulations relating to privacy and the
protection of individual data.

Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for
Additional Capital, such as, delays or cost overruns associated with the build out of our new Campus
Headquarters and the impact of workforce reductions or other cost-reduction initiatives on our space
demands; failure to meet our significant lease obligations or risks related to excess space capacity
under our leases due to workforce reductions or other cost-reduction initiatives; risks related to the
Notes; inability to access restricted cash that collateralizes letters of credit; and failure to obtain
additional financing to achieve our goals.

Risks Related to the Environment, Climate and Weather, such as, a major natural disaster or severe
weather event in areas where our facilities are located; and negative effects from climate change.

Risks Related to Being a Public Company, such as, the effectiveness of our internal controls;
limitations in our internal control system resulting in undetected errors or fraud; and the increased costs
associated with complying with the requirements applicable to public companies.

Risks Related to Regulatory and Legal Compliance Matters, Litigation and Legal Proceedings,
such as, FDA compliance; legal claims, government investigations and other regulatory enforcement
actions; compliance with international regulations; changes in existing laws or regulations or the
adoption of new laws or regulations; failure by our suppliers of raw materials or co-manufacturers to
comply with food safety, environmental or other laws or with the specifications and requirements of our
products; and ongoing litigation or legal proceedings.

•

• General Risk Factors, such as, high volatility in our share price; reduction in our share price due to a

substantial number of sales; decline in our share price and trading volume due to adverse or misleading
opinions by securities or industry analysts regarding our business; no history of paying dividends or

16plans to pay dividends to our stockholders in the foreseeable future; provisions included in our charter
documents to delay or prevent a change in control of our company; limitation of stockholders’ ability to
obtain a favorable judicial forum for disputes due to the exclusive forum provision in our restated
certificate of incorporation; and limitation of our ability to utilize our federal net operating loss and tax
credit carryforwards.

Risk Factors

Risks Related to Our Business

Disruptions in the worldwide economy, including an economic recession, downturn, periods of inflation
or economic uncertainty, have and may continue to adversely affect our business, results of operations
and financial condition.

The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread

of contagious diseases (such as the COVID-19 pandemic, other pandemics, epidemics or other public health
crises) in locations where our products are sold, man-made or natural disasters, severe weather, actual or
threatened hostilities or war, terrorist activity, political unrest, civil strife and other geopolitical uncertainty. Such
adverse and uncertain economic conditions may impact distributor, retailer, foodservice and consumer demand
for our products. For example, in connection with the war in Ukraine, governments in the U.S., U.K. and the EU
have each imposed export controls on certain products and financial and economic sanctions on certain
industry sectors and parties in Russia. The uncertainty resulting from the military conflict in Europe has given
rise and may continue to give rise to increases in costs of goods and services, scarcity of certain ingredients,
increased trade barriers or restrictions on global trade and may increase volatility in financial and capital
markets, which may make it more difficult for us to raise additional capital. Further escalation of geopolitical
tensions could have a broader impact that expands into other markets where we do business, which could
adversely affect our business and/or our supply chain, our international subsidiaries, business partners or
customers in the broader region, including potential destabilizing effects that such conflicts may pose for the
European continent or the global oil and natural gas markets. In addition, our ability to manage normal
commercial relationships with our suppliers, co-manufacturers, distributors, retailers, foodservice customers,
consumers and creditors may suffer.

Starting in 2020, the COVID-19 pandemic had a significant impact on the worldwide economy and, in turn,

our business, financial condition and results of operations. Although we expect the impacts of the pandemic,
and the resulting effects on the economy, on us to continue to decline, we are likely to see certain prolonged
effects. For example, certain of our QSR customers reduced their menu offerings in response to COVID-19,
which negatively impacted plant-based food items. If those customers are slow to re-expand their menus, or
choose not to put plant-based products back on their menus, our business could be adversely affected.

As global economic conditions continue to be volatile or uncertain and recessionary or inflationary

pressures exist, trends in consumer discretionary spending also remain unpredictable and subject to changes.
We have seen consumers shift purchases to lower-priced or other perceived value offerings during economic
downturns as a result of various factors, including job losses, inflation, higher taxes, reduced access to credit,
change in federal economic policy and recent international trade disputes. In particular, consumers have
reduced the amount of plant-based food products that they purchase where there are conventional animal-
based protein offerings, which generally have lower retail prices. In addition, consumers may choose to
purchase private label products rather than branded products because they are generally less expensive. A
decrease in consumer discretionary spending may also result in consumers reducing the frequency and amount
spent on food prepared away from home. Distributors, retailers and foodservice customers have become more
conservative in response to these conditions and have sought to reduce their inventories. Our results of
operations depend upon, among other things, our ability to maintain and increase sales volume with our existing
distributors, retailer and foodservice customers, our ability to attract new consumers, the financial condition of
our consumers and our ability to provide products that appeal to consumers at the right price. Decreases in
demand for our products without a corresponding decrease in costs has put downward pressure on margins
and has and may continue to negatively impact our financial results. Prolonged unfavorable economic

17conditions or uncertainty would be expected to have an adverse effect on our sales and profitability and may
result in consumers making long-lasting changes to their discretionary spending behavior on a more permanent
basis.

Inflationary price pressures of raw materials, labor, transportation, fuel or other inputs used by us and
our suppliers, including the effects of rising interest rates, has negatively impacted, and could continue
to negatively impact, our business and results of operations.

Our operating environment has been impacted by inflation and rising interest rates. Increases in the price of
raw materials, labor, wages, energy or other inputs that we or our suppliers use in manufacturing and supplying
products, along with logistics, transportation, shipping, fuel and other related costs, has led to higher production
and shipping costs for our products. Any increase in the cost of inputs to our production has led to higher costs
for our products in our foodservice and retail channels and has negatively impacted and may continue to
negatively impact our operating results and future profitability. General inflation, including rising energy prices,
interest rates and wages, currency volatility and monetary, fiscal and policy interventions by national or regional
governments in reaction to such events could continue to have negative impacts on our business by increasing
our operating costs and our borrowing costs as well as decreasing the capital available for our customers to
purchase our products. The United States Federal Reserve has raised its benchmark interest rate multiple
times. Several other central banks, including the European Central Bank, have signaled increases in benchmark
interest rates. Increased borrowing costs faced by our customers could result in decreased demand for our
products. The impact of inflation could also reduce consumer confidence and decrease consumer discretionary
spending, including spending to purchase our products, and negatively affect trends in consumer purchasing
patterns due to changes in consumers’ disposable income, credit availability and debt levels. The impact of high
inflation and the plant-based meat sector’s premium pricing relative to animal protein have caused and could
continue to cause consumers to trade down into cheaper forms of protein, including animal meat.

We have a history of losses, and we may be unable to achieve or sustain profitability.

We have experienced net losses in almost every period since our inception. In 2022, 2021 and 2020, we

incurred net losses of $366.1 million, $182.1 million and $52.8 million, respectively. Although we anticipate
decreasing our operating expenses in 2023, over time our operating expenses and capital expenditures may
increase as we hire additional employees; support our strategic and other QSR customer relationships; innovate
and commercialize products; build our brand, expand our marketing channels and drive consumer adoption of
our products; continue to invest to expand our production capacity through our own internal production facilities,
domestically and abroad; build out our Campus Headquarters; increase our customer base, supplier network
and co-manufacturing partners; scale production across distribution channels; pursue geographic expansion;
and enhance our technology and production capabilities. These efforts may prove more expensive than we
anticipate, and we may not succeed in increasing our revenues and margins sufficiently to offset the anticipated
higher expenses. We incur significant expenses in developing our innovative products, building out our facilities,
securing an adequate supply of raw materials, obtaining and storing ingredients and other products and
marketing the products we offer. In addition, many of our expenses, including some of the costs associated with
our existing and any future manufacturing facilities, are fixed. Accordingly, we may not be able to successfully
implement our new sustainable growth strategy or achieve or sustain profitability, and we may incur significant
losses for the foreseeable future.

Our strategic initiatives to reduce our cost structure towards cash flow positive operations could have
long-term adverse effects on our business, and we may not realize the operational or financial benefits
from such actions.

Our cost-reduction initiatives, expected charges and savings related to our recent workforce reductions and

executive leadership changes, and the timing and success of achieving our cash flow positive targets are
subject to many risks and uncertainties. The charges associated with the reduction-in-force and executive
leadership changes may be greater than anticipated, completion of the reduction-in-force may take longer than
anticipated, we may be unable to realize the contemplated benefits in connection with the workforce reduction,
executive leadership changes and other potential cost-reduction initiatives, and the workforce reduction,

18executive leadership changes and cost-reduction initiatives may have an adverse impact on our performance.
Additionally, our ability to meet our cash flow positive targets is subject to a number of assumptions and
uncertainties, including, without limitation, our ability to reduce costs and achieve positive gross margins; our
ability to meet certain revenue and operating expense targets, which may be subject to factors beyond our
control; and our ability to monetize inventory and manage working capital. The other risks described in this
report may also hinder our ability to implement our strategic initiatives.

As we continue to identify areas of cost savings and operating efficiencies, we may consider implementing

further measures to help streamline operations and improve our cost efficiencies, including downsizing or
exiting certain operations. However, our strategic growth initiatives may not be adequate to support the long-
term operations of our business, particularly under adverse circumstances, Furthermore, we may not be
successful in implementing these initiatives or realizing our anticipated savings and efficiencies, including as a
result of factors beyond our control. In the event we have excess capacity or vacancy in any of our facilities or
office spaces, we may sublease portions of the excess space to third parties and may be unable to sublease
our excess space on favorable terms, or at all, or if we are able to sublease space but our subtenants fail to
make lease payments to us or otherwise default on their obligations to us, we could incur substantial payment
obligations to our landlords. If we are unable to realize the anticipated savings and efficiencies of our cost
reduction initiatives and related strategic initiatives, our operating and financial results would be adversely
affected and could differ materially from our expectations.

Our inability to streamline operations and improve cost efficiencies could result in the contraction of
our business and the implementation of significant cost cutting measures.

We have undertaken efforts to streamline operations and improve cost efficiencies, including related to our
supply chain, marketing and commercialization efforts. For example, on August 3, 2022 and October 14, 2022,
we announced reductions-in-force affecting approximately 4% and 19%, respectively, of our global workforce.
We may not realize, in full or in part, the anticipated benefits, savings and improvements in our operating results
from these efforts due to unforeseen difficulties, delays or unexpected costs. If we are unable to realize the
expected operational efficiencies and cost savings, our operating results and financial condition would be
adversely affected. We also cannot guarantee that we will not have to undertake additional workforce reductions
in the future. Furthermore, our workforce reductions may be disruptive to our operations. For example, our
workforce reductions could yield unanticipated consequences, such as attrition beyond planned staff reductions,
increased difficulties in our day-to-day operations and reduced employee morale. In addition, while positions
have been eliminated, certain functions necessary to our reduced operations remain, and we may be
unsuccessful in distributing the duties and obligations of departed employees among our remaining employees.
We may also discover that the reductions in workforce and cost cutting measures will make it difficult for us to
pursue new opportunities and initiatives and require us to hire qualified replacement personnel, which may
require us to incur additional and unanticipated costs and expenses. Moreover, there is no assurance we will be
successful in our efforts. Our failure to successfully accomplish any of the above activities and goals may have
a material adverse impact on our business, financial condition, and results of operations.

If we fail to effectively expand or optimize our manufacturing and production capacity, accurately
forecast demand for our products or quickly respond to forecast changes, our business and operating
results and our brand reputation could be harmed.

If we do not have sufficient capacity to meet our customers’ demands and to satisfy increased demand, or
are not able to streamline and optimize manufacturing capacity for specific products, we will need to expand our
operations, supply and manufacturing capabilities. However, there is risk in our ability to effectively scale
production processes, optimize manufacturing capacity for specific products and effectively manage our supply
chain requirements. We must accurately forecast demand for each of our products and inventory needs in order
to ensure we have adequate available manufacturing capacity for each such product and to ensure we are
effectively managing our inventory. Our forecasts are based on multiple assumptions which may cause our
estimates to be inaccurate and affect our ability to obtain adequate manufacturing capacity (whether our own
manufacturing capacity or co-manufacturing capacity) and adequate inventory supply in order to meet the

19demand for our products, which could prevent us from meeting increased customer demand and harm our
brand and our business and in some cases may result in fines or indemnification obligations we must pay
customers or distributors if we are unable to fulfill orders placed by them in a timely manner or at all.

Consumer demand for plant-based meat products has recently cooled down. For example, in the fourth
quarter of 2022, all of our markets and channels were negatively impacted by softness in demand. If consumer
demand for plant-based meats continues to decrease, or if any such decrease is prolonged, demand for our
products by our customers may also decrease, which could in turn have a material adverse effect on our
business, financial condition and results of operations.

Furthermore, if we do not accurately align our manufacturing capabilities and inventory supply with demand,

if we experience disruptions or delays in our supply chain, or if we cannot obtain raw materials of sufficient
quantity and quality at reasonable prices and in a timely manner, our business, financial condition and results of
operations may be materially adversely affected.

We may not be able to utilize our capacity efficiently or accurately plan our capacity requirements,
which may adversely affect our gross margin, business and operating results.

If we overestimate our demand and overbuild our capacity or inventory, we may have significantly
underutilized assets. Underutilization of our manufacturing and/or co-manufacturing facilities can adversely
affect our gross margin and other operating results. If demand for our products experiences a prolonged
decrease, we may be required to terminate or make penalty-type payments under certain supply chain
arrangements, close or idle facilities and write down our long-lived assets or shorten the useful lives of
underutilized assets and accelerate depreciation, which would increase our expenses.

If demand does not materialize at the rate forecasted, we may not be able to scale back our manufacturing

expenses or overhead costs quickly enough to correspond to the lower than expected demand. This could
result in lower margins and adversely impact our business and results of operations. Additionally, if product
demand decreases or we fail to forecast demand accurately, our results may be adversely impacted due to
higher costs resulting from lower manufacturing utilization, causing higher fixed costs per unit produced.
Further, we may be required to recognize excess or obsolete inventory write-off charges, or excess capacity
charges, which would have a negative impact on our results of operations.

If we are unable to sell our inventory in a timely manner, it could become obsolete, which could require
us to write-down or write-off obsolete inventory, which could harm our operating results.

There is a risk that we may be unable to sell our inventory in a timely manner to avoid it becoming obsolete.

If we are required to substantially discount our inventory or are unable to sell our inventory in a timely manner,
we would be required to increase our inventory reserves or write off obsolete inventory and our operating results
could be substantially harmed. Alternatively, we may be required to mark down certain products to sell any
excess inventory or to sell such inventory through liquidation channels at significantly lower prices, which would
negatively impact our business and operating results. In the year ended December 31, 2022, our net revenues
were negatively impacted by strategic price reductions, and our gross profit was negatively impacted by higher
inventory reserves, which increased costs per pound.

Our ability to accurately forecast our future results of operations is subject to many risks and
uncertainties and our operating and financial results could differ materially from our expectations.

Our ability to accurately forecast our future results of operations is limited and subject to a number of risks
and uncertainties. Our historical revenue growth should not be considered indicative of our future performance
and our revenue growth could slow or our revenue could decline for a number of reasons, including slowing
demand for our products, increasing competition from our market competitors and new market entrants, and a
decrease in the growth of our overall market. In fact, net revenues in the year ended December 31, 2022
decreased by $45.8 million, or 9.8%, as compared to the prior year. If we are unable to identify and execute
cost-down initiatives intended to achieve price parity with animal protein, we may not be able to compete
effectively in our market, demand for our products may continue to slow and could continue to adversely affect

20our revenues and margins. If our assumptions regarding these risks and uncertainties and our future revenue
growth are incorrect or change, or if we do not address these risks successfully, our operating and financial
results could differ materially from our expectations, and our business could suffer.

From time to time, we may release earnings guidance, financial goals or other forward-looking statements

in our earnings releases, earnings conference calls or otherwise regarding our future performance that
represent our management’s estimates as of the date of the release. Some or all of the assumptions of any
future guidance or financial goals that we furnish may not materialize or may vary significantly from actual future
results. For example, our ability to meet our cash flow positive targets is subject to a number of assumptions
and uncertainties, including, without limitation, our ability to reduce costs and achieve positive gross margins;
our ability to meet certain revenue and operating expense targets, which may be subject to factors beyond our
control; and our ability to monetize inventory and manage working capital.

We estimate market opportunity and forecast market growth that may prove to be inaccurate, and even
if the market in which we compete achieves the forecasted growth, our business could fail to grow at
similar rates, if at all.

Our estimates of market opportunity and growth forecasts are subject to significant uncertainty and are
based on assumptions and estimates that may prove to be inaccurate. The factors that go into the calculation of
our market opportunity are subject to change over time and may be variable or inaccurate and may be affected
by increasing competition from our market competitors and new market entrants. Any expansion in our market
depends on a number of factors, including the cost and perceived value associated with our product and those
of our competitors. Even if the market in which we compete meets the size estimates and growth forecast, our
business could fail to grow at the rate we anticipate, if at all. Our growth is subject to many factors, including our
success in implementing our business strategy, which is subject to many risks and uncertainties.

Because we rely on a limited number of third-party suppliers, we may not be able to obtain raw
materials on a timely basis or in sufficient quantities at competitive prices to produce our products or
meet the demand for our products.

We rely on a limited number of vendors, a portion of which are located internationally, to supply us with raw

materials. Our financial performance depends in large part on our ability to arrange for the purchase of raw
materials in sufficient quantities at competitive prices. We have entered into a multi-year sales agreement for
plant-based protein with one of our pea protein suppliers pursuant to which we are required to purchase
specified minimum monthly and semi-annual quantities through the term. In addition, we have entered into a
supply agreement with another supplier pursuant to which we obtain pea protein on a purchase order basis and
have the right to cancel purchase orders if we provide timely written notice. The amount purchased in each
quarter of 2023 is mutually agreed upon by us and the supplier prior to each quarter and becomes a binding
quarterly commitment upon such agreement. Other than pursuant to these agreements, we are not assured of
continued supply or pricing of raw materials. Any of our other suppliers could discontinue or seek to alter their
relationship with us. We have in the past experienced interruptions in the supply of pea protein from one
supplier that resulted in delays in delivery to us. We could experience similar delays in the future from any of our
suppliers. Any disruption in the supply of pea protein or other raw materials would have a material adverse
effect on our business if we cannot replace these suppliers in a timely manner, on commercially reasonable
terms, or at all.

In addition, our pea protein suppliers manufacture their products at a limited number of facilities. A natural

disaster, severe weather, fire, power interruption, work stoppage or other calamity affecting any of these
facilities, or any interruption in their operations, could negatively impact our ability to obtain required quantities
of pea protein in a timely manner, or at all, which could materially reduce our product sales and net revenues,
and have a material adverse effect on our business and financial condition.

Events that adversely affect our suppliers of pea protein and other raw materials could impair our ability to

obtain raw material inventory in the quantities at competitive prices that we desire. Such events include
problems with our suppliers’ businesses, finances, labor relations and/or shortages, strikes or other labor

21unrest, ability to import raw materials, product quality issues, costs, production, insurance and reputation, as
well as local economic and political conditions, restrictive U.S. and foreign governmental actions, such as
restrictions on transfers of funds and trade protection measures, including export/import duties and quotas and
customs duties and tariffs, adverse fluctuations in foreign currency exchange rates, changes in legal or
regulatory requirements, border closures, disease outbreaks or pandemics (such as COVID-19), acts of war,
terrorism, natural disasters, fires, earthquakes, flooding, severe weather, agricultural diseases or other
catastrophic occurrences. We continuously seek alternative sources of protein to use in our products, but we
may not be successful in diversifying the raw materials we use in our products.

If we need to replace an existing supplier, there can be no assurance that supplies of raw materials will be
available when required on acceptable terms, or at all, or that a new supplier would allocate sufficient capacity
to us in order to meet our requirements, fill our orders in a timely manner or meet our strict quality standards. If
we are unable to manage our supply chain effectively and ensure that our products are available to meet
consumer demand, we may not be able to fulfill customer orders, our operating costs could increase and our
profit margins could decrease.

Disruptions of our supply chain could have a material adverse effect on our operating and financial
results.

Our ability to make, move and sell products in coordination with our suppliers, third party contract
manufacturers and distributors is critical to our success. Damage or disruption to our collective supply,
manufacturing or distribution capabilities resulting from severe weather, fires or evacuations related thereto,
natural disasters, including climate-related events, pandemics (such as the COVID-19 pandemic) or other
outbreaks of contagious diseases, agricultural diseases, cyber incidents, terrorism, governmental restrictions or
mandates, political instability, trade restrictions, import restrictions, border closures, freight carrier availability,
labor shortages, strikes or other labor unrest, the financial or operational instability of key suppliers and carriers,
repairs or enhancements at facilities manufacturing or delivering our products or other reasons could impair our
ability to source inputs or manufacture, sell or timely deliver our products. To the extent we are unable to
mitigate the likelihood or potential impact of such events, there could be a material adverse effect on our
operating and financial results.

Additionally, there are increasing expectations in various jurisdictions that companies monitor the

environmental and social performance of their suppliers, including compliance with a variety of labor practices,
as well as consider a wider range of potential environmental and social matters, including the end of life
considerations for products. Compliance can be costly, require us to establish or augment programs to diligence
or monitor our suppliers, or, in the case of legislation such as the Uyghur Forced Labor Prevention Act, to
design supply chains to avoid certain suppliers or regions altogether. Failure to comply with such regulations
can result in fines, reputational damage, import ineligibility for certain products or raw materials, or otherwise
adversely impact our business.

Our future business, results of operations and financial condition may be adversely affected by reduced
or limited availability of plant-based protein that meets our standards.

Our ability to ensure a continuing supply of ingredients at competitive prices depends on many factors
beyond our control, such as the number and size of farms that grow certain crops such as Canadian, European
and North American yellow peas, the vagaries of these farming businesses (including poor harvests impacting
the quality of the peas grown), changes in national and world economic conditions, including as a result of
COVID-19 or the outbreak of hostilities or war, tariffs and our ability to forecast our ingredient requirements. The
high-quality ingredients used in many of our products are vulnerable to adverse weather conditions and natural
disasters, such as floods, droughts, frosts, earthquakes, hurricanes and pestilence. Adverse weather conditions
and natural disasters can lower crop yields and reduce crop size and quality, which in turn could reduce the
available supply of, or increase the price of, quality ingredients. In addition, we purchase some ingredients and
other materials offshore, and the price and availability of such ingredients and materials may be affected by
political events or other conditions in these countries or tariffs, trade wars or the outbreak of hostilities or war.
We also compete with other food producers in the procurement of ingredients, and this competition may

22increase in the future if consumer demand for plant-based meat products increases. If supplies of quality
ingredients are reduced or there is greater demand for such ingredients from us and others, we may not be able
to obtain sufficient supply that meets our strict quality standards on favorable terms, or at all, which could impact
our ability to supply products and may adversely affect our business, results of operations and financial
condition.

We rely on a limited number of distributors, and if we experience the loss of one or more distributors
and cannot replace them in a timely manner, our results of operations may be adversely affected.

Many retailers and foodservice providers purchase our products through distributors who purchase, store,
sell, and deliver our products to such retailers and foodservice providers. For 2022, DOT accounted for 12% of
our gross revenues. For 2021, DOT and Zandbergen WFM accounted for approximately 12% and 11% of our
gross revenues, respectively. Since these distributors act as intermediaries between us and the retailers and
foodservice providers, we do not have short-term or long-term commitments or minimum purchase volumes in
our contracts with them that ensure future sales of our products. If we lose one or more of our distributors and
cannot replace the distributor in a timely manner or at all, our business, results of operation and financial
condition may be materially adversely affected.

If we fail to cost-effectively acquire new customers or retain our existing customers, or if we fail to
derive revenue from our existing customers consistent with our historical performance, our business
could be materially adversely affected.

Our success, and our ability to increase revenues and operate profitably, depends in part on our ability to
cost-effectively acquire new customers, to retain existing customers, and to keep existing customers engaged
so that they continue to purchase products from us. We intend to continue to expand our number of foodservice
customers, both in the United States and internationally, as part of our growth strategy. This may require us to
provide marketing and other financial incentives to our customers to assist in the promotion of our products.
Such additional incentives could have a negative impact on gross margin and may not necessarily result in
increased sales. In addition, new national foodservice customers will often initially add certain of our product
offerings to their menus at limited locations and/or on a limited test basis, after which time these customers may
choose to no longer offer our products or may ultimately scale back subsequent expansions. If we fail to attract
and retain new foodservice customers, or retain our existing foodservice customers, our business, financial
condition and results of operations could be materially adversely affected. In addition, timing of retail shelf
resets are not within our control, and to the extent that retail customers change the timing of such events,
reduce our in store-displays or are not able to restock our products effectively, sales of our products may be
impaired and negatively impact our revenues.

Further, if customers do not perceive our product offerings to be of sufficient value and quality, or if we fail to

offer new and relevant product offerings at a competitive price, we may not be able to attract or retain
customers or engage existing customers so that they continue to purchase products from us. We may lose
customers to our competitors if they offer superior products to ours, if we are unable to compete on the basis of
value and taste, if we are unable to meet customers’ orders in a timely manner, or if we are unable to identify
and execute cost-down initiatives intended to achieve price parity with animal protein. The loss of any large
customer or the reduction of purchasing levels or the cancellation of business from such customers could have
a material adverse impact on our business.

Consolidation of customers or the loss of a significant customer could negatively impact our sales and
profitability.

Supermarkets in North America and the European Union continue to consolidate. This consolidation has
produced larger, more sophisticated organizations with increased negotiating and buying power that are able to
resist price increases, as well as operate with lower inventories, decrease the number of brands that they carry
and increase their emphasis on private label products, all of which could negatively impact our business. The
consolidation of retail customers also increases the risk that a significant adverse impact on their business could
have a corresponding material adverse impact on our business.

23The loss of any large customer, the reduction of purchasing levels or the cancellation of any business from

a large customer for an extended length of time could negatively impact our sales and profitability. For example,
in 2022, the year-over-year decrease in our U.S. foodservice channel net revenues was driven primarily by
sales to a large QSR customer in the year-ago period that did not repeat in the fourth quarter of 2022.

Furthermore, as retailers consolidate, they may reduce the number of branded products they offer in order

to accommodate private label products and generate more competitive terms from branded suppliers competing
for limited retailer shelf space. Consequently, our financial results may fluctuate significantly from period to
period based on the actions of one or more significant retailers. A retailer may take actions that affect us for
reasons that we cannot always anticipate or control, such as their financial condition, changes in their business
strategy or operations, the introduction of competing products, pricing and promotions, shelf reset timing and
activity, reduced in store-displays, timing of product restocking or the perceived quality of our products. Despite
operating in different channels, our retailers sometimes compete for the same consumers as our foodservice
channel. Because of actual or perceived conflicts resulting from this competition, retailers may take actions that
negatively affect us.

Loss of one or more of our co-manufacturers or our failure to timely identify and establish relationships
with new co-manufacturers could harm our business and impede our growth.

A significant amount of our revenue is derived from products manufactured at manufacturing facilities
owned and operated by our co-manufacturers, a portion of which are located internationally. Any of the co-
manufacturers with whom we do not have a written contract could seek to alter or terminate its relationship with
us at any time, leaving us with periods during which we have limited or no ability to manufacture our products. If
we need to replace a co-manufacturer, there can be no assurance that additional capacity will be available
when required on acceptable terms, or at all.

An interruption in, or the loss of operations at, one or more of our co-manufacturing facilities, which may be
caused by work stoppages, labor shortages, strikes or other labor unrest, production disruptions, product quality
issues, local economic and political conditions, restrictive governmental actions, border closures, disease
outbreaks or pandemics (such as COVID-19), the outbreak of hostilities, acts of war, terrorism, fire,
earthquakes, severe weather, flooding or other natural disasters at one or more of these facilities, could delay,
postpone or reduce production of some of our products, which could have a material adverse effect on our
business, results of operations and financial condition until such time as such interruption is resolved or an
alternate source of production is secured.

We believe there are a limited number of competent, high-quality co-manufacturers in the industry that meet

our strict quality and control standards, and as we seek to continue to obtain additional or alternative co-
manufacturing arrangements in the future, there can be no assurance that we would be able to do so on
satisfactory terms, in a timely manner, or at all. Additionally, as we expand our operations internationally, we will
need to develop relationships with co-manufacturers overseas to meet sales demand, and there can be no
assurance that we will be able to successfully do so. Therefore, the loss of one or more co-manufacturers, any
disruption or delay at a co-manufacturer or any failure to identify and engage co-manufacturers for new
products, product extensions and expanded operations could delay, postpone or reduce production of our
products, which could have a material adverse effect on our business, results of operations and financial
condition.

Any damage or disruption at our domestic or international manufacturing facilities may harm our
business.

We have manufacturing facilities in the United States, China and the Netherlands to produce our woven
proteins and our finished goods. A natural disaster, severe weather, fire, power interruption, work stoppage,
labor shortages, strikes or other labor unrest, border closures, restrictive governmental actions, outbreaks of
pandemics or contagious diseases (such as COVID-19) or other calamity at any of these facilities would
significantly disrupt our ability to deliver our products and operate our business. If any material amount of our
machinery or inventory were damaged, we would be unable to meet our contractual obligations and cannot

24predict when, if at all, we could replace or repair such machinery, which could materially adversely affect our
business, financial condition and operating results.

Our business could be adversely affected by a workplace accident or safety incident.

Our manufacturing processes and related activities could expose us to significant personal injury claims that

could subject us to substantial liability. Specifically, our inability to anticipate or preempt potential workplace
hazards, create safe working environments or timely adapt to changing requirements around maintaining a safe
workplace could result in employee illness, accidents or other safety incidents. A failure to properly train our
employees regarding, or respond appropriately and in a timely manner to, any such illness, accident or safety
incident could have a material adverse effect on our business, financial condition, results of operation and
reputation. While we maintain liability insurance in amounts and of the type generally consistent with industry
practice, the amount of such coverage may not be adequate to cover fully all claims, and we may be forced to
bear substantial losses from an accident or safety incident resulting from our manufacturing activities.

We may not successfully ramp up operations at our facilities or these facilities may not operate in
accordance with our expectations. Moreover, we face competition for employees and may be unable to
hire and retain employees at these facilities.

Since June 2018, we have acquired facilities by purchase or lease in the United States, China and the
Netherlands. Any substantial delay in bringing these facilities up to full production on our current schedule may
hinder our ability to produce all of the product needed to meet orders and/or achieve our expected financial
performance. Opening these facilities has required, and will continue to require, additional capital expenditures
and the efforts and attention of our management and other personnel, which has and will continue to divert
resources from our existing business or operations. These efforts may prove more expensive than we
anticipate, and we may not succeed in increasing our revenues and margins sufficiently to offset the anticipated
higher expenses. Additionally, our inability to hire and retain skilled employees at these facilities will severely
hamper our expansion plans, product development and manufacturing efforts. The unemployment rate in the
Columbia, Missouri market was 2.8% as of December 2022 and labor market conditions remain relatively tight.
As a result, we currently rely on temporary workers in addition to full-time employees, and in the future, we may
be unable to attract and retain employees with the skills we require, which could impact our ability to expand our
operations. Even if our facilities are brought up to full production according to our current schedule, it may not
provide us with all of the operational and financial benefits we expect to receive.

Our facilities and the manufacturing equipment we use to produce our products is costly to replace or repair

and may require substantial lead-time to do so. For example, our estimate of throughput or our extrusion
capacity may be impacted by disruption from extruder lead-in time, calibration, maintenance and unexpected
delays. In addition, our ability to procure new extruders may face more lengthy lead times than is typical. We
may also not be able to find suitable alternatives with co-manufacturers to replace the output from such
equipment on a timely basis and at a reasonable cost. In the future, we may also experience plant shutdowns or
periods of reduced production because of regulatory issues, equipment failure, delays in raw material deliveries
or other adverse events. Any such disruption or unanticipated event may cause significant interruptions or
delays in our business and the reduction or loss of inventory may render us unable to fulfill customer orders in a
timely manner, or at all. We have property and business disruption insurance in place for all of our
manufacturing facilities; however, such insurance coverage may not be sufficient to cover all of our potential
losses and may not continue to be available to us on acceptable terms, or at all.

25We may face difficulties as we expand our operations in other countries, including into those in which
we have no prior operating experience.

We intend to continue to expand our global footprint and enter into new markets. International operations
involve a number of risks, including labor shortages, strikes or other labor unrest, border closures, restrictive
governmental actions, foreign regulatory compliance, tariffs, taxes and exchange controls, economic downturns,
inflation, foreign currency fluctuations and political and social instability in the countries in which we operate.
Expansion may involve expanding into countries other than those in which we currently operate. It may also
involve expanding into less developed countries, which may have less political, social or economic stability and
less developed infrastructure and legal systems. In addition, it may be difficult for us to understand and
accurately predict taste preferences and purchasing habits of consumers in these new geographic markets. It is
costly to establish, develop and maintain international operations and develop and promote our brands in
international markets. As we expand our business into other countries, we may encounter regulatory, legal,
personnel, technological and other difficulties that increase our expenses and/or delay our ability to become
profitable in such countries, which may have a material adverse effect on our business and brand.

Our revenue growth rate has fluctuated in recent periods and may continue to slow or decline in the
future.

We experienced significant revenue growth in prior periods. However, our revenue growth and revenues
have slowed or declined, with periods of negative growth, and may continue to slow or decline in future periods
due to a number of potential factors, including without limitation, macroeconomic issues including inflation and
rising interest rates, increasing concerns about the likelihood of a recession, and potential impacts on consumer
and customer behavior, and demand levels, increasing competition, market saturation, slowing demand for our
offerings, increasing regulatory costs and challenges, failure to capitalize on growth opportunities and the long-
term effects of the COVID-19 pandemic.

Our revenues and earnings may fluctuate as a result of our promotional activities.

We routinely offer sales discounts and promotions through various programs to customers and consumers
which may result in reduced margins. These programs include rebates, temporary on-shelf price reductions, off-
invoice discounts, retailer advertisements, product coupons and other trade activities. We anticipate that we will
need to continue to offer more trade and promotion discounts to both our retail and foodservice customers, to
drive increased consumer trial and in response to changing consumer behavior and increased competition. We
expect to face increasing competition across all channels, especially as additional plant-based meat product
brands continue to enter the marketplace. In response, we anticipate providing heavier discounting and
promotions on some of our products. Although these actions are intended to build brand awareness and
increase consumer trials of our products, they have had and are likely to continue to have a negative impact on
our net revenues, gross profit, gross margin and profitability, impacting period-over-period results.

Fluctuations in our results of operations for our second and third quarters may impact, and may have a
disproportionate effect on our overall financial condition and results of operations.

Our business is subject to seasonal fluctuations that may have a disproportionate effect on our results of

operations. Generally, we expect to experience greater demand for certain of our products during the summer
grilling season. We continue to see additional seasonality effects, especially within our retail channel, with
revenue contribution from this channel tending to be greater in the second and third quarters of the year, along
with increased levels of purchasing by customers ahead of holidays, the impact of customer shelf reset activity
and the timing of product restocking by our retail customers. Any factors that harm our second and third quarter
operating results, including disruptions in our supply chain, adverse weather or unfavorable economic
conditions, may have a disproportionate effect on our results of operations for the entire year. In an environment
of recessionary and inflationary pressures, general softness in the plant-based category, competition and other
factors impacting our business, including uncertainty around the long-term impacts of COVID-19, we are unable
to assess the ultimate impact on the demand for our products as a result of seasonality.

26Historical results are not indicative of future results.

Historical quarter-to-quarter and period-over-period comparisons of our sales and operating results are not

necessarily indicative of future quarter-to-quarter and period-over-period results. You should not rely on the
results of a single quarter or period as an indication of our annual results or our future performance.

Failure by our transportation providers to deliver our products on time, or at all, could result in lost
sales.

We currently rely upon third-party transportation providers for a significant portion of our product shipments.

Our utilization of delivery services for shipments is subject to risks, including increases in fuel prices, which
would increase our shipping costs, employee strikes, disease outbreaks or pandemics (such as COVID-19) and
inclement weather, which may impact the ability of providers to provide delivery services that adequately meet
our shipping needs, if at all. We periodically change shipping companies, and we could face logistical difficulties
that could adversely affect deliveries. In addition, we could incur costs and expend resources in connection with
such change. Moreover, we may not be able to obtain terms as favorable as those we receive from the third-
party transportation providers that we currently use, which in turn would increase our costs and thereby
adversely affect our operating results.

We have undergone, and may continue to experience, changes to our executive leadership team and
senior management, and if we are unable to integrate new members of our executive leadership team or
senior management, or if we fail to retain members of our executive leadership team and senior
management, our business and operations may be adversely affected.

Our success is substantially dependent on the continued service of certain members of our senior
management, including Ethan Brown, our Founder, President and Chief Executive Officer. These executives
have been primarily responsible for determining the strategic direction of our business and for executing our
growth strategy and are integral to our brand, culture and the reputation we enjoy with suppliers, co-
manufacturers, distributors, customers and consumers. The loss of the services of any of these executives
could have a material adverse effect on our business and prospects, as we may not be able to find suitable
individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed in a
negative light by investors and analysts, which may cause the price of our common stock to decline. We do not
currently carry key-person life insurance for our senior executives.

From time to time, there may be changes in our executive leadership team and senior management as a

result of the hiring, departure or realignment of key personnel, and such changes may impact our business. In
2021 and 2022, we have had several changes to our executive leadership team and senior management,
including as a result of organizational changes based on cost-reduction initiatives. Any significant leadership
change or senior management transition involves inherent risk and any failure to ensure the timely and suitable
replacement and a smooth transition could hinder our strategic planning, business execution and future
performance. In particular, these or any future leadership transitions may result in a loss of personnel with deep
institutional or technical knowledge and changes in business strategy or objectives and have the potential to
disrupt our operations and relationships with employees and customers due to added costs, operational
inefficiencies, changes in strategy, decreased employee morale and productivity, and increased turnover. If we
are unable to successfully integrate new executive leadership team members and senior management, our
operations may be adversely affected and we may not be able to achieve our operating objectives.

If we are unable to attract, train and retain employees or maintain our company culture, we may not be
able to grow or successfully operate our business.

Our success depends in part upon our ability to attract, train and retain a sufficient number of employees
who understand and appreciate our culture and can represent our brand effectively and establish credibility with
our business partners and consumers. We believe a critical component of our success has been our company
culture and long-standing core values. We have invested substantial time and resources in building our team. If
we are unable to hire and retain employees capable of meeting our business needs and expectations, or if we

27fail to preserve our company culture among a larger number of employees dispersed in various geographic
regions, our business and brand image may be impaired. Any failure to meet our staffing needs or any material
increase in turnover rates of our employees or key personnel changes may adversely affect our business,
results of operations and financial condition.

Furthermore, in 2022, we implemented two reductions in force, which together impacted 19% of our global
workforce. Although we believe these reductions will be an important part of the success of our cost-reduction
initiatives, they may adversely affect employee morale, our culture and our ability to attract and retain critical
employees. They may also negatively impact our ability to pursue new initiatives due to insufficient resources
and personnel. We may be unsuccessful in distributing duties and obligations of impacted employees among
the remaining employees. We also may not realize the anticipated benefits and cost savings and may suffer
unintended consequences, such as the loss of institutional knowledge, higher than expected employee turnover
and significant disruptions in our day-to-day operations. If we are unable to realize the expected operational
efficiencies or cost savings from the reductions in force, or if we experience significant adverse consequences
as a result, our business, financial conditions and results of operations may be adversely affected.

Some of our international employees are employed by professional employer organizations.

Prior to January 1, 2022, we contracted with a professional employer organization, or U.S. PEO, that
administered our human resources, payroll and employee benefits functions for our employees in the United
States. Effective as of January 1, 2022, such human resources, payroll and employee benefits functions are no
longer performed by the U.S. PEO. We continue to contract with non-U.S. PEOs to perform the same functions
as the U.S. PEO for the majority of our employees outside the United States. Although we recruit and select our
workers, each of these workers is also an employee of record of the relevant non-U.S. PEO. As a result, these
workers are compensated through the relevant PEO, are governed by the work policies created by the relevant
PEO and receive their annual wage statements and other payroll or labor related reports from the relevant PEO
(e.g., T-4s for employees in Canada). This relationship permits management to focus on operations and
profitability rather than payroll administration, but this relationship also exposes us to some risks. Among other
risks, if any of the non-U.S. PEOs fail to adequately withhold or pay employer taxes or to comply with applicable
laws, we may be held liable for such violations notwithstanding any indemnification provisions with the non-U.S.
PEOs. In certain non-U.S. jurisdictions, the worker may be deemed a direct employee and the potential liability
for any non-compliance with applicable laws increases depending on whether a company has an entity or other
corporate presence in the country, among other factors set forth under applicable local laws.

Court and administrative proceedings related to matters of employment tax, labor law and other laws

applicable to PEO arrangements could distract management from our business and cause us to incur significant
expense. If we were held liable for violations by PEOs, such amounts may adversely affect our profitability and
could negatively affect our business and results of operations.

We depend on a limited number of third party service providers for the performance of several of our
business operations, including payroll and human capital management services.

If any of these third party providers were to experience significant interruptions in their business operations,

terminate their agreements with the company, or fail to perform the services required under the terms of the
company’s contracts with them, its own processing could be materially and adversely affected for an indefinite
period of time. There can be no assurance that the company would be able to locate alternative providers of
such services, or that it could do so at economical rates.

Future acquisitions or investments could disrupt our business and harm our financial condition.

In the future, we may pursue acquisitions or investments that we believe will help us achieve our strategic
objectives. We may not be able to find suitable acquisition candidates, and even if we do, we may not be able to
complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately achieve
our goals or realize the anticipated benefits. The pursuit of acquisitions and any integration process will require
significant time and resources and could divert management time and focus from operation of our then-existing

28business, and we may not be able to manage the process successfully. Any acquisitions we complete could be
viewed negatively by our customers or consumers. An acquisition, investment or business relationship may
result in unforeseen operating difficulties and expenditures, including disrupting our ongoing operations and
subjecting us to additional liabilities, increasing our expenses, and adversely impacting our business, financial
condition and operating results. Moreover, we may be exposed to unknown liabilities related to the acquired
company or product, and the anticipated benefits of any acquisition, investment or business relationship may
not be realized if, for example, we fail to successfully integrate such acquisition into our company. To pay for
any such acquisitions, we would have to use cash, incur debt, or issue debt or equity securities, each of which
may affect our financial condition or the value of our common stock and could result in dilution to our
stockholders. If we incur more debt it would result in increased fixed obligations and could also subject us to
covenants or other restrictions that would impede our ability to manage our operations. Our acquisition strategy
could require significant management attention, disrupt our business and harm our business, financial condition
and results of operations.

Our business and reputation could be negatively impacted by the increased scrutiny from our
stakeholders and institutional investors on ESG practices.

There is an increased focus from a variety of stakeholders on corporate ESG practices, including climate

change and related ESG disclosure requirements. Expectations regarding voluntary ESG initiatives and
disclosures may result in increased costs (including but not limited to increased costs related to compliance,
stakeholder engagement, contracting and insurance), changes in demand for certain products, enhanced
compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of
operations.

While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals,

among others) to improve the ESG profile of our company and/or products, such initiatives or achievements of
such commitments may be costly and may not have the desired effect. Expectations around the Company’s
management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our
control. For example, we may not ultimately be able to complete certain goals or initiatives, either on the
timelines originally anticipated or at all, due to technical, cost, or other factors, which may be in or out of our
control. Moreover, actions or statements that we may take based on based on expectations, assumptions, or
third-party information that we currently believe to be reasonable may subsequently be determined to be
erroneous or be subject to misinterpretation. Even if this is not the case, our current actions may subsequently
be determined to be insufficient by various stakeholders, and we may be subject to investor or regulator
engagement on our ESG initiatives and disclosures, even if such initiatives are currently voluntary.

Certain market participants, including stockholders and other capital providers, use third-party benchmarks

or scores to measure a company’s ESG practices and decide whether to invest in their common stock or
engage with them to require changes to their practices. In addition, certain influential institutional investors are
also increasing their focus on ESG practices and are placing importance on the implications and social cost of
their investments. If our ESG practices do not meet the standards set by these stockholders, they may choose
not to invest in our common stock or if our peer companies outperform us in their ESG initiatives, potential or
current investors may elect to invest with our competitors instead. Increasing governmental and societal
attention to ESG matters, including expanding mandatory and voluntary reporting, diligence and disclosure on
topics such as climate change, human capital, labor and risk oversight, could also expand the nature, scope
and complexity of matters that we are required to control, assess and report. For example, to the extent ESG
matters negatively impact our reputation, it may also impede our ability to compete as effectively to attract and
retain employees, customers, or business partners, which may adversely impact our operations. We may be
especially subject to scrutiny on such matters given efforts to portray our operations and products as a more
sustainable and conscientious alternative to certain competitor products. As another example, the SEC has
proposed rules that would require companies to provide significantly expanded climate-related disclosures in
their periodic reporting, which may require us to incur significant additional costs to comply, including the
implementation of significant additional internal controls processes and procedures regarding matters that have
not been subject to such controls in the past, and impose increased oversight obligations on our management

29and board of directors. These and other regulations, disclosure-related and otherwise, may increase our costs
as well as increase scrutiny regarding our ESG efforts, which may enhance the risks discussed in this risk
factor. If we do not comply with investor or stockholder expectations and standards in connection with our ESG
initiatives, are perceived to have not responded appropriately to address ESG issues within our company, or fail
to adapt to or comply with all laws, regulations, policies and related interpretations, our business and reputation
could be negatively impacted and our share price and access to/cost of capital could be materially and
adversely affected. Additionally, many of our customers and suppliers may be subject to similar expectations,
which may augment or create additional risks, including risks that may not be known to us.

The Company is subject to accounting estimate risks.

The preparation of the Company’s consolidated financial statements in conformity with generally accepted
accounting principles requires management to make significant estimates that affect the financial statements.
Estimates are made at specific points in time and based on facts, historical experience and various other factors
believed to be reasonable under the circumstances at such time. If actual results differ from our judgments and
assumptions, then it may have an adverse impact on the results of our operations and cash flows.

Risks Related to Our Products

Food safety and food-borne illness incidents may materially adversely affect our business by exposing
us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and
reducing demand for our product offerings.

Selling food for human consumption involves inherent legal and other risks, and there is increasing

governmental scrutiny of and public awareness regarding food safety. Unexpected side effects, illness, injury or
death related to allergens, food-borne illnesses or other food safety incidents caused by products we sell, or
involving our suppliers or co-manufacturers, could result in the discontinuance of sales of these products or our
relationships with such suppliers or co-manufacturers, or otherwise result in increased operating costs,
regulatory enforcement actions or harm to our reputation. Shipment of adulterated or misbranded products,
even if inadvertent, can result in criminal or civil liability. Such incidents could also expose us to product liability,
negligence or other lawsuits, including consumer class action lawsuits. Any claims brought against us may
exceed or be outside the scope of our existing or future insurance policy coverage or limits. Any judgment
against us that is more than our policy limits or not covered by our policies or not subject to insurance would
have to be paid from our cash reserves, which would reduce our capital resources.

The occurrence of food-borne illnesses or other food safety incidents could also adversely affect the price

and availability of affected ingredients, resulting in higher costs, disruptions in supply and a reduction in our
sales. Furthermore, any instances of food contamination or regulatory noncompliance, whether or not caused
by our actions, could compel us, our suppliers, our distributors or our customers, depending on the
circumstances, to conduct a recall in accordance with FDA regulations, comparable state laws or foreign laws
such as those of the European Union, the United Kingdom and China. Food recalls could result in significant
losses due to their costs, the destruction of product inventory, lost sales due to the unavailability of the product
for a period of time and potential loss of existing distributors or customers and a potential negative impact on
our ability to attract new customers due to negative consumer experiences or because of an adverse impact on
our brand and reputation. The costs of a recall could exceed or be outside the scope of our existing or future
insurance policy coverage or limits.

In addition, food companies have been subject to targeted, large-scale tampering as well as to
opportunistic, individual product tampering, and we, like any food company, could be a target for product
tampering. Forms of tampering could include the introduction of foreign material, chemical contaminants and
pathological organisms into consumer products as well as product substitution. FDA regulations require
companies like us to analyze, prepare and implement mitigation strategies specifically to address tampering
(i.e., intentional adulteration) designed to inflict widespread public health harm. If we do not adequately address
the possibility, or any actual instance, of intentional adulteration, we could face possible seizure or recall of our

30products and the imposition of civil or criminal sanctions, which could materially adversely affect our business,
financial condition and operating results.

Consumer preferences for our products are difficult to predict and may change, and, if we are unable to
respond quickly to new trends and demands, our business may be adversely affected.

Our business is focused on the development, manufacture, marketing and distribution of a line of branded
plant-based meat products as alternatives to animal-based protein products. Consumer demand could change
based on a number of possible factors, including dietary habits and nutritional values, concerns regarding the
health effects of ingredients and shifts in preference for various product attributes. If consumer demand for our
products decreased, our business and financial condition would suffer. In addition, sales of plant-based meat or
meat-alternative products are subject to evolving consumer preferences that we may not be able to accurately
predict or respond to. Consumer trends that we believe favor sales of our products could change based on a
number of possible factors, including a shift in preference from plant-based meat to animal-based protein
products (including any products produced using new farming methods or technologies which may reduce the
adverse environmental and other factors associated with conventional animal-based protein products),
increased acceptance for different alternative proteins that are used in our products, economic factors and
social trends. A significant shift in consumer demand away from our products could reduce our sales or our
market share and the prestige of our brand, which would harm our business and financial condition.

Additionally, lobbyists supporting the meat industry have engaged in marketing campaigns in an attempt to

generate negative publicity regarding our products and may continue to do so in the future. Any shift in
consumer perception that our products are not healthy as a result of these campaigns could significantly reduce
the value of our brand and damage our business. Other types of adverse publicity concerning our business or
the plant-based meat industry generally could also harm our brand, reputation and results of operations. The
growing use of social and digital media over recent years has amplified the impact of such negative publicity.

Sales of the Beyond Burger contribute a significant portion of our revenue. A reduction in sales of
Beyond Burger would have an adverse effect on our financial condition.

Beyond Burger accounted for approximately 50%, 55% and 58% of our gross revenues in 2022, 2021 and

2020, respectively. The Beyond Burger is our flagship product and has historically been the focal point of our
development and marketing efforts, and we believe that sales of the Beyond Burger will continue to constitute a
significant portion of our revenues, income and cash flow for the foreseeable future. We cannot be certain that
we will be able to continue to expand production and distribution of the Beyond Burger, or that customer
demand for our other existing and future products will expand to allow such products to represent a larger
percentage of our revenue than they do currently. Accordingly, any factor adversely affecting sales of the
Beyond Burger could have a material adverse effect on our business, financial condition and results of
operations.

Failure to continually innovate and successfully introduce and commercialize new products or
successfully improve existing products may adversely affect our ability to continue to grow.

A key element of our long-term growth strategy depends on our ability to develop and market new products

and improvements to our existing products that meet our standards for quality and appeal to consumer
preferences. The success of our innovation and product development efforts is affected by our ability to
anticipate changes in consumer preferences, accurately predict taste preferences and purchasing habits of
consumers in new geographic markets, the technical capability of our innovation staff in developing and testing
product prototypes, including complying with applicable governmental regulations, commercialization and scale-
up of new products, and the success of our management and sales and marketing teams in introducing and
marketing new products. Our innovation staff members are continuously testing alternative plant-based proteins
to the proteins we currently use in our products, as they seek to find additional protein options to our current
ingredients that are more easily sourced, and which retain and build upon the quality and appeal of our current
product offerings. Failure to develop, commercialize and market new products that appeal to consumers may
lead to a decrease in our growth, sales and profitability.

31Additionally, the development and introduction of new products requires substantial research, development

and marketing expenditures, which we may be unable to recoup if the new products do not gain widespread
market acceptance. If we are unsuccessful in meeting our objectives with respect to new or improved products,
our business could be harmed.

Ingredient and packaging costs are volatile and may rise significantly, which may negatively impact the
profitability of our business.

We purchase large quantities of raw materials, including ingredients derived from Canadian, European and

North American yellow peas, mung beans, sunflower seeds, rice, faba beans, canola oil and coconut oil. In
addition, we purchase and use significant quantities of cardboard, film and plastic to package our products.
Costs of ingredients and packaging are volatile and can fluctuate due to conditions that are difficult to predict,
including global competition for resources, weather conditions, consumer demand and changes in
governmental trade and agricultural programs. Volatility in the prices of raw materials and other supplies we
purchase could increase our cost of sales and reduce our profitability. Moreover, we may not be able to
implement price increases for our products to cover any increased costs, and any price increases we do
implement may result in lower sales volumes. If we are not successful in managing our ingredient and
packaging costs, if we are unable to increase our prices to cover increased costs or if such price increases
reduce our sales volumes, then such increases in costs will adversely affect our business, results of operations
and financial condition.

Risks Related to Our Industry and Brand

We face intense competition in our market from our competitors, including manufacturers of animal-
based meat products and other brands that produce plant-based meat products, and potential
competitors and new market entrants and we may lack sufficient financial or other resources to
compete successfully.

Our future success depends, in large part, on our ability to implement our long-term growth strategy of
expanding supply and distribution, improving placement of our products, attracting new consumers to our brand
and introducing new products and product extensions, and expanding into new geographic markets. If we fail to
implement this growth strategy or if we invest resources in a growth strategy that ultimately proves
unsuccessful, our sales and operating results will be adversely affected. Our ability to implement this growth
strategy depends, among other things, on our ability to:

• manage relationships with various suppliers, co-manufacturers, distributors, customers and other third
parties, and expend time and effort to integrate new suppliers, co-manufacturers, distributors and
customers into our fulfillment operations;

•

continue to compete in retail and foodservice channels;

secure placement in the meat case for our products;

increase our brand recognition and expand and maintain brand loyalty;

develop new product lines and extensions; and

expand into new geographic markets.

Our ability to implement our long-term growth strategy also depends on our ability to continue to compete in

the retail and foodservice channels. We operate in a highly competitive environment. Numerous brands and
products compete for limited retailer shelf space, foodservice customers and consumers. In our market,
competition is based on, among other things, taste, nutritional profile, ingredients, texture, ease of integration
into the consumer diet, low-carbohydrate, low-sugar, high fiber and protein, lack of cholesterol, soy, gluten and
GMOs, convenience, price and promotion tactics, brand awareness and loyalty among customers, media
spending, product variety and packaging, access to major retailer shelf space and retail locations, access to

32major foodservice outlets and integration into menus, innovation and intellectual property protection on
products.

In response to increased competition, as well as the COVID-19 pandemic, we have recently been providing

heavier discounting on some of our products. Although these actions are intended to build brand awareness
and increase consumer trials of our products, they have had, and may continue to have, a negative impact on
our net revenues, gross profit, gross margin and profitability, impacting period-over-period results.

We compete with conventional animal-protein companies such as Cargill, Hormel, JBS, Perdue Foods,
Tyson and WH Group, who may have substantially greater financial and other resources than us and whose
animal-based products are well-accepted in the marketplace today. They may also have lower operational
costs, and as a result may be able to offer conventional animal meat to customers at lower costs than plant-
based meat. This could cause us to lower our prices, resulting in lower profitability or, in the alternative, cause
us to lose market share if we fail to lower prices.

We also compete with other food brands, including brands affiliated with conventional animal-protein
companies and other large food operators, that develop and sell plant-based meat products, including, but not
limited to, Alpha Foods, Boca Foods (Kraft Heinz), Lightlife and Field Roast Grain Meat Co. (Maple Leaf Foods),
Gardein (Conagra), Hungry Planet, Inc., Impossible Foods, Incogmeato/Morningstar Farms (Kellogg), Moving
Mountains, Omn!pork (OmniFoods), Tofurky, Sweet Earth and Awesome Burger (Nestle’ S.A.), Pure Farmland
by Smithfield Foods (WH Group), Raised & Rooted (Tyson), Happy Little Plants (Hormel), Sysco’s Simply Plant-
Based Meatless Burger, Tattooed Chef, The Not Company and Vegetarian Butcher (Unilever), and with
companies which may be more innovative, have more resources and be able to bring new products to market
faster and to more quickly exploit and serve niche markets. For example, a number of U.S. and international
companies are working on developing lab-grown or “clean meat,” an animal-protein product cultivated from cells
taken from animals, which could have a similar appeal to consumers as plant-based meat products. We
compete with these competitors for foodservice customers, retailer shelf space and consumers.

Generally, the food industry is dominated by multinational corporations with substantially greater resources

and operations than us. We cannot be certain that we will successfully compete with larger competitors that
have greater financial, sales and technical resources or with new competitors and market entrants.
Conventional food companies may acquire our competitors or launch their own plant-based meat products, and
they may be able to use their resources and scale to respond to competitive pressures and changes in
consumer preferences by introducing new products, reducing prices or increasing promotional activities, among
other things. Retailers also market competitive products under their own private labels, which are generally sold
at lower prices and compete with some of our products. Similarly, retailers could change the merchandising of
our products and we may be unable to retain the placement of our products in meat cases to effectively
compete with animal-protein products. Competitive pressures, new competitors and market entrants or other
factors could cause us to lose market share, which may require us to lower prices, increase marketing and
advertising expenditures, or increase the use of discounting or promotional campaigns, each of which would
adversely affect our margins and could result in a decrease in our operating results and profitability.

Our brand and reputation may be diminished due to real or perceived quality or health issues with our
products, which could have an adverse effect on our business, reputation, operating results and
financial condition.

We believe our consumers rely on us to provide them with high-quality plant-based meat products.

Therefore, real or perceived quality or food safety concerns or failures to comply with applicable food
regulations and requirements, whether or not ultimately based on fact and whether or not involving us (such as
incidents involving our competitors), could cause negative publicity and reduced confidence in our company,
brand or products, or the industry as a whole, which could in turn harm our reputation and sales, and could
materially adversely affect our business, financial condition and operating results. Although we believe we have
a rigorous quality control process, there can be no assurance that our products will always comply with the
standards set for our products, and although we strive to keep our products free of pathogenic organisms, they
may not be easily detected and cross-contamination can occur. For example, in 2017, before our products were

33shipped to distributors or customers, we discovered, through our quality control process, that certain of our
products manufactured by a former co-manufacturer were contaminated with salmonella. There is no assurance
that this health risk will always be preempted by our quality control processes.

We have no control over our products once purchased by consumers. Accordingly, consumers may prepare

our products in a manner that is inconsistent with our directions or store our products for long periods of time,
which may adversely affect the quality and safety of our products. If consumers do not perceive our products to
be safe or of high quality, then the value of our brand would be diminished, and our business, results of
operations and financial condition would be adversely affected.

Any loss of confidence on the part of consumers in the ingredients used in our products or in the safety and
quality of our products would be difficult and costly to overcome. Any such adverse effect could be exacerbated
by our position in the market as a purveyor of high-quality plant-based meat products and may significantly
reduce our brand value. Issues regarding the safety of any of our products, regardless of the cause, may have a
substantial and adverse effect on our brand, reputation and operating results.

The growing use of social and digital media by us, our consumers and third parties increases the speed and
extent that information or misinformation and opinions can be shared. Negative publicity about us, our brands or
our products on social or digital media could seriously damage our brands and reputation. If we do not maintain
the favorable perception of our brands, our sales and profits could be negatively impacted.

If we fail to develop and maintain our brand, our business could suffer.

We have developed a strong and trusted brand that has contributed significantly to the success of our
business, and we believe our continued success depends on our ability to maintain and grow the value of the
Beyond Meat brand. Maintaining, promoting and positioning our brand and reputation will depend on, among
other factors, the success of our plant-based product offerings, food safety, quality assurance, marketing and
merchandising efforts, the nutritional benefits provided by our products and our ability to provide a consistent,
high-quality customer experience. Any negative publicity, regardless of its accuracy, could materially adversely
affect our business, results of operation and reputation. Brand value is based on perceptions of subjective
qualities, and any incident that erodes the loyalty of our customers, suppliers or co-manufacturers, including
adverse publicity, negative media or a governmental investigation or litigation, could significantly reduce the
value of our brand and significantly damage our business.

Risks Related to Our International Operations

Our international expansion into China and Europe could expose us to substantial business, regulatory,
political, financial and economic risks.

Our expansion into China and Europe could expose us to substantial risks associated with doing business

in China and Europe, such as risks associated with taxation, inflation, environmental regulations, foreign
currency exchange rates, the labor market, property and financial regulations, the COVID-19 pandemic or other
public health crises, and the outbreak of hostilities or war. Our ability to operate in China and Europe may be
adversely affected by changes in, or our failure to comply with, Chinese or European laws and regulations. In
addition, we are exposed to risks associated with our workforce in China and the Netherlands, including with
respect to changes in employment and labor laws, which could increase our operating costs. The departure of
the United Kingdom from the European Union (commonly known as “Brexit”) on January 31, 2020 has created
uncertainties affecting business operations in the U.K., EU and a number of other countries, which could
increase volatility in exchange rates, market instability, costs and other risks. There is also significant
uncertainty about the future relationship between the United States and China with respect to trade policies,
treaties, government regulations and tariffs.

Fluctuations in currency exchange rates could negatively impact our earnings.

A portion of our international business is conducted in currencies other than the U.S. dollar, and therefore
changes in foreign exchange rates relative to the U.S. dollar have in the past, and may in the future, affect the

34value of our non-U.S. dollar net assets, revenues and expenses. Although we closely monitor potential
exposures as a result of these fluctuations in currencies, and where cost-justified we adopt strategies that are
designed to reduce the impact of these fluctuations on our financial performance, there can be no assurance
that we will be successful in managing our foreign exchange risk. Our exposure to currency exchange rate
fluctuations will grow if the relative contribution of our operations outside the United States increases. Any
material fluctuations in currencies could have a material effect on our financial condition, results of operations
and cash flows.

Our international operations are subject to the FCPA and we could be adversely affected by violations
of the FCPA and similar worldwide anti-corruption laws.

The FCPA and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries

from making certain improper payments for the purpose of obtaining or retaining business. The continued
expansion of our international operations could increase the risk of violations of these laws in the future. There
is no assurance that we will be completely effective in ensuring our compliance with the FCPA or any other
applicable anti-corruption laws. If we are not in compliance with the FCPA and other anti-corruption laws, we
may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and
legal expenses, which could have an adverse impact on our business, financial condition, results of operations
and liquidity. Likewise, any investigation of any potential violations of the FCPA or other anti-corruption laws or
trade control laws by the United States could also have an adverse impact on our reputation, our business,
results of operations and financial condition.

Risks Related to Our Investments

Our manufacturing operations in China and Europe require substantial investments, for which we
cannot guarantee forecasted returns.

In 2020, we entered into an investment agreement and related factory leasing contract to design and
develop manufacturing facilities in the Jiaxing Economic & Technological Development Zone to manufacture
plant-based meat products under the Beyond Meat brand in China and in the fourth quarter of 2021, we leased
an approximately 12,000 square foot facility in Shanghai, which is used as a local research and development
facility to support our local manufacturing operations. In the second quarter of 2020, we acquired our first
manufacturing facility in Europe located in Enschede, the Netherlands. Our substantial investment in China and
Europe may expose us to substantial risks and, as a result, we may not realize a return on our investment.
Unforeseen delays in the operations of our Chinese or European manufacturing facilities may cause us to incur
additional expenses. Operating these facilities may require additional capital expenditures and the efforts and
attention of our management and other personnel, which will divert resources from our existing business or
operations. Although our Chinese and European facilities are fully operational as of December 31, 2022, they
may not provide us with all of the operational and financial benefits we expect to receive. These and other risks
may result in our not realizing a return on, or losing some or all, of our planned investments in China and
Europe, which could have a material adverse effect on our financial condition and financial performance.

Our ownership of real property is subject to all the risks inherent in an investment in real estate.

We have direct ownership of certain real estate properties. As is the case with any owner of real property,
we are subject to potential liabilities, cost and damages arising out of owning, operating, leasing or otherwise
having interests in real property. There are risks that a property may have unforeseen environmental or other
hazards resulting in unexpected costs. In addition, we may not be able to expand or operate our owned facilities
in the manner we desire, which could adversely impact our production and facility utilization.

Joint ventures may not operate according to their business plans if our partners fail to fulfill their
obligations, which may adversely affect our results of operations and compel us to dedicate additional
resources to these joint ventures.

The nature of a joint venture requires us to share control in certain areas with unaffiliated third parties. If our

joint venture partner does not fulfill its obligations, the affected joint venture may not be able to operate in

35accordance with its business plan. Under such a scenario, our results of operations may be adversely affected
and we may be compelled to increase the level of our resources devoted to the joint venture. Also, differing
views among joint venture participants may result in delayed decisions, or failure to agree on major issues. If
such differences caused a joint venture to deviate from its business plan, our results of operations could be
adversely affected.

Risks Related to Our Intellectual Property, Information Technology, Cybersecurity and Privacy

We may not be able to protect our proprietary technology adequately, which may impact our
commercial success.

Our commercial success depends in part on our ability to protect our intellectual property and proprietary
technologies. We rely on a combination of patent protection, where appropriate and available, copyrights, trade
secrets and trademark laws, as well as confidentiality and other contractual restrictions to protect our proprietary
technology. However, these legal means afford only limited protection and may not adequately protect our
proprietary technology or permit us to gain or keep any competitive advantage. As of December 31, 2022, we
had two issued patents in the United States and seven issued patents outside the United States (U.K.,
Indonesia, Canada, China, Chile, Israel and Australia), two pending patent applications in the United States,
eight pending international patent applications and one provisional patent application.

We cannot offer any assurances about which, if any, patents will issue from these applications, the breadth
of any such patents, or whether any issued patents will be found invalid and unenforceable or will be threatened
by third parties. Any successful opposition to these patents or any other patents owned by or, if applicable in the
future, licensed to us could deprive us of rights necessary for the successful commercialization of products that
we may develop. Since patent applications in the United States and most other countries are confidential for a
period of time after filing (in most cases 18 months after the filing of the priority application), we cannot be
certain that we were the first to file on the technologies covered in several of the patent applications related to
our technologies or products. Furthermore, a derivation proceeding can be provoked by a third party, or
instituted by the U.S. Patent and Trademark Office, or USPTO, to determine who was the first to invent any of
the subject matter covered by the patent claims of our applications.

Patent law can be highly uncertain and involve complex legal and factual questions for which important
principles remain unresolved. In the United States and in many international jurisdictions, policy regarding the
breadth of claims allowed in patents can be inconsistent and/or unclear. The U.S. Supreme Court and the Court
of Appeals for the Federal Circuit have made, and will likely continue to make, changes in how the patent laws
of the United States are interpreted. Similarly, international courts and governments have made, and will
continue to make, changes in how the patent laws in their respective countries are interpreted. We cannot
predict future changes in the interpretation of patent laws by U.S. and international judicial bodies or changes to
patent laws that might be enacted into law by U.S. and international legislative bodies.

We may not be able to protect our intellectual property adequately, which may harm the value of our
brand.

We believe that our intellectual property has substantial value and has contributed significantly to the
success of our business. Our trademarks, including Beyond Meat, Beyond Burger, Beyond Beef, Beyond
Sausage, Beyond Breakfast Sausage, Beyond Chicken, Beyond Steak, Beyond Fried Chicken, Beyond
Popcorn Chicken, Beyond Meatballs, the Caped Steer Logo, Go Beyond, Eat What You Love, Cookout Classic
and The Future of Protein, are valuable assets that reinforce our brand and consumers’ favorable perception of
our products. We also rely on unpatented proprietary expertise, recipes and formulations and other trade
secrets and copyright protection to develop and maintain our competitive position. Our continued success
depends, to a significant degree, upon our ability to protect and preserve our intellectual property, including our
trademarks, trade dress, trade secrets and copyrights. We rely on confidentiality agreements and trademark,
trade secret and copyright law to protect our intellectual property rights.

36Our confidentiality agreements with our employees and certain of our consultants, contract workers,
suppliers and independent contractors, including some of our co-manufacturers who use our formulations to
manufacture our products, generally require that all information made known to them be kept strictly
confidential. Nevertheless, trade secrets are difficult to protect. Although we attempt to protect our trade secrets,
our confidentiality agreements may not effectively prevent disclosure of our proprietary information and may not
provide an adequate remedy in the event of unauthorized disclosure of such information. If we do not keep our
trade secrets confidential, others may produce products with our recipes or formulations. In addition, others may
independently discover our trade secrets, in which case we would not be able to assert trade secret rights
against such parties. Further, some of our formulations have been developed by or with our suppliers and co-
manufacturers. As a result, we may not be able to prevent others from using similar formulations. As we begin to
expand globally as part of our long-term growth strategy, we may face additional risks protecting our trade
secrets internationally, where the laws may not be as protective of intellectual property rights as those in the
United States.

We cannot assure you that the steps we have taken to protect our intellectual property rights are adequate,
that our intellectual property rights can be successfully defended and asserted in the future or that third parties
will not infringe upon or misappropriate any such rights. In addition, our trademark rights and related
registrations may be challenged in the future and could be canceled or narrowed. Failure to protect our
trademark rights could prevent us in the future from challenging third parties who use names and logos similar
to our trademarks, which may in turn cause consumer confusion or negatively affect consumers’ perception of
our brand and products. Moreover, intellectual property disputes and proceedings and infringement claims may
result in a significant distraction for management and significant expense, which may not be recoverable
regardless of whether we are successful. Such proceedings may be protracted with no certainty of success, and
an adverse outcome could subject us to liabilities, force us to cease use of certain trademarks or other
intellectual property or force us to enter into licenses with others. Any one of these occurrences may have a
material adverse effect on our business, results of operations and financial condition.

Additionally, the laws of certain international jurisdictions in which our products may be sold may not protect

intellectual property rights to the same extent as the laws of the United States. As a result, we may not be able
to effectively prevent third parties from infringing or otherwise misappropriating our trademark rights in such
jurisdictions. Moreover, failure to obtain adequate trademark rights in these foreign jurisdictions could negatively
impact our ability to expand our business and launch products in certain international markets. Further, we may
not be able to effectively protect our intellectual property rights against unauthorized third parties that obtain the
rights to our trademarks in foreign jurisdictions where we have not yet applied for trademark protections, and we
may expend substantial cost to obtain those trademarks from such third parties. Any one of these occurrences
could reduce our competitive position or otherwise have a material adverse effect on our business, results of
operations and financial condition.

We rely on information technology systems and any inadequacy, failure, interruption or security
breaches of those systems may harm our ability to effectively operate our business.

We are dependent on various information technology systems, including, but not limited to, networks,

applications and outsourced services in connection with the operation of our business. A failure of our
information technology systems to perform as we anticipate could disrupt our business and result in transaction
errors, processing inefficiencies and loss of sales, causing our business to suffer. In addition, our information
technology systems may be vulnerable to damage or interruption from circumstances beyond our control,
including fire, severe weather, natural disasters, systems failures, viruses and security breaches, particularly in
light of many of our employees working remotely. Any such damage or interruption could have a material
adverse effect on our business.

37A cybersecurity incident, other technology disruptions or failure to comply with laws and regulations
relating to privacy and the protection of data relating to individuals could negatively impact our
business, our reputation and our relationships with customers.

We use computers in substantially all aspects of our business operations. We also use mobile devices,

social networking and other online activities to connect with our employees, suppliers, co-manufacturers,
distributors, customers and consumers. Such uses give rise to cybersecurity risks, including security breaches,
espionage, system disruption, theft and inadvertent release of information. Our business involves the storage
and transmission of numerous classes of sensitive and/or confidential information and intellectual property,
including customers’ and suppliers’ information, private information about employees and financial and strategic
information about us and our business partners. Further, as we pursue new initiatives that improve our
operations and cost structure, potentially including acquisitions, we may also expand and improve our
information technologies, resulting in a larger technological presence and corresponding exposure to
cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with new initiatives or
acquisitions, we may become increasingly vulnerable to such risks. Additionally, while we have implemented
measures to prevent security breaches and cyber incidents, our preventative measures and incident response
efforts may not be entirely effective. The theft, destruction, loss, misappropriation, or release of sensitive and/or
confidential information or intellectual property, or interference with our information technology systems or the
technology systems of third parties on which we rely, could result in business disruption, negative publicity,
brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage all of
which could have a material adverse effect on our business, financial condition or results of operations.

In addition, we are subject to laws, rules and regulations in the United States, the European Union, China
and other jurisdictions relating to the collection, use and security of personal information and data. Such data
privacy laws, regulations and other obligations may require us to change our business practices and may
negatively impact our ability to expand our business and pursue business opportunities. We may incur
significant expenses to comply with the laws, regulations and other obligations that apply to us. Additionally, the
privacy and data protection-related laws, rules and regulations applicable to us are subject to significant
change. Several jurisdictions have passed new laws and regulations in this area, and other jurisdictions are
considering imposing additional restrictions. For example, our operations are subject to the European Union’s
General Data Protection Regulation, which imposes data privacy and security requirements on companies
doing business in the European Union, including substantial penalties for non-compliance. The California
Consumer Privacy Act (the “CCPA”), which went into effect on January 1, 2020, imposes similar requirements
on companies handling data of California residents and creates a new and potentially severe statutory damages
framework for (i) violations of the CCPA and (ii) businesses that fail to implement reasonable security
procedures and practices to prevent data breaches. The California Privacy Rights Act, which became effective
January 1, 2023, amends and expands the CCPA, including by expanding consumer’s rights in their personal
information and creating a new governmental agency to interpret and enforce the statute. Additionally, in August
2021, the National People’s Congress of the People's Republic of China adopted the Personal Information
Protection Law, which became effective on November 1, 2021 and provides a comprehensive system for the
protection of personal information in China. Privacy and data protection-related laws and regulations also may
be interpreted and enforced inconsistently over time and from jurisdiction to jurisdiction. Any actual or perceived
inability to comply with applicable privacy or data protection laws, regulations, or other obligations could result in
significant cost and liability, litigation or governmental investigations, damage our reputation, and adversely
affect our business.

38Risks Related to Our Lease Obligations, Indebtedness, Financial Position and Need for Additional
Capital

If the build out of our new Campus Headquarters is delayed or incurs cost overruns, the headquarters
does not operate in accordance with our expectations or occupancy rates are lower than anticipated,
our business or financial condition or results of operations may be adversely affected.

On January 14, 2021, we entered into a lease agreement for an initial term of 12 years to develop and
house our new Campus Headquarters. The space is being built out by the landlord, who delivered Phase 1-A of
the space, which we currently occupy, to us in the third quarter of 2022. We expect the landlord to deliver to us
the remainder of the space by the end of 2023; however, there can be no assurances that the remainder of the
space will be ready for occupancy on or before the expected occupancy date due to force majeure events (such
as COVID-19) or the risk of delays or cost overruns inherent in construction development projects, any of which
could have a negative impact on our financial condition or results of operations. If we are not able to complete
development of the Campus Headquarters within the approved budget or there are significant cost overruns,
our cash flows, financial condition, or results of operations could be materially and adversely affected.

In addition, it is possible that, once finalized, there could be unanticipated difficulties in initiating operations
at the Campus Headquarters, including, but not limited to, IT system interruptions, other infrastructure support
problems or the space may prove to be less conducive to our operations than currently anticipated. These risks
could all result in operational inefficiencies or similar difficulties that could prove difficult or impossible to
remediate and have an adverse impact on our financial condition or results of operations. Moreover, we are
uncertain about how the long-term impacts of COVID-19 (for example, a shift in the percentage of our workforce
that works remotely) will affect our ability to timely fully occupy the Campus Headquarters once construction is
complete, which could have a negative impact on our financial condition or results of operations.

If we are unable to occupy the Campus Headquarters space, we may have to sublease the unoccupied
portion of the Campus Headquarters. A sublease agreement would be subject to certain risks and uncertainties,
such as the possibility that such agreement may not be completed on terms that are advantageous to us as we
may not receive sufficiently high rental rates to cover our lease obligations which could have a negative impact
on our financial condition and results of operations.

We currently have, and will continue to have, significant lease obligations, and our failure to meet those
obligations could adversely affect our financial condition and business.

We currently have, and will continue to have, significant lease obligations for our corporate offices,
manufacturing facilities, research and development facilities and warehouses. We depend on cash flow from
operations to pay our lease expenses.

If our business does not generate sufficient cash flow from operating activities to fund these expenses, we

may not be able to meet our lease obligations, which could have a material adverse effect on our financial
condition and business. Furthermore, the significant cash flow required to satisfy our financial obligations under
the leases could limit our ability to incur indebtedness and make capital expenditures or other investments in
our business.

Our significant indebtedness and liabilities could limit the cash flow available for our operations,
expose us to risks that could adversely affect our business, financial condition and results of
operations and impair our ability to satisfy our obligations under our Notes.

As of December 31, 2022, we had approximately $1.3 billion of consolidated indebtedness and other
liabilities. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could
have significant negative consequences for our security holders and our business, results of operations and
financial condition by, among other things:

•

increasing our vulnerability to adverse economic and industry conditions;

39•

•

limiting our ability to obtain additional financing;

requiring the dedication of a substantial portion of our cash flow from operations to service our
indebtedness, which will reduce the amount of cash available for other purposes;

limiting our flexibility to plan for, or react to, changes in our business;

diluting the interests of our existing stockholders as a result of issuing shares of our common stock
upon conversion of the Notes; and

placing us at a possible competitive disadvantage with competitors that are less leveraged than us or
have better access to capital.

In March 2021, we issued $1.0 billion aggregate principal amount of our 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 (the “Securities Act”). The initial purchasers of the Convertible
Notes also exercised their option to purchase an additional $150.0 million aggregate principal amount of our 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.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our current or
future indebtedness, including the Notes, as applicable, depends on our future performance, which is subject to
economic, financial, competitive and other factors beyond our control. Our business may not generate sufficient
funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our
current or future indebtedness, including the Notes, and our cash needs may increase in the future. In addition,
any future indebtedness that we may incur may contain financial and other restrictive covenants that limit our
ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to
comply with these covenants or to make payments under our indebtedness when due, then we would be in
default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming
immediately payable in full.

We may be unable to raise the funds necessary to repurchase the Notes for cash following a
fundamental change, or to pay the cash amounts due upon conversion, and our future indebtedness
may limit our ability to repurchase the Notes or pay cash upon their conversion.

Holders of the Notes may, subject to a limited exception, require us to repurchase their Notes following a
“Fundamental Change” (as defined in the Indenture) at a cash repurchase price generally equal to the principal
amount of the Notes to be repurchased, plus accrued and unpaid special and additional interest, if any. In
addition, all conversions of Notes will be settled partially or entirely in cash. We may not have enough available
cash or be able to obtain financing at the time we are required to repurchase the Notes or pay the cash
amounts due upon conversion. In addition, applicable law, regulatory authorities and the agreements governing
our future indebtedness may restrict our ability to repurchase the Notes or pay the cash amounts due upon
conversion. Our failure to repurchase the Notes or to pay the cash amounts due upon conversion when required
will constitute a default under the Indenture. A default under the Indenture or the Fundamental Change itself
could also lead to a default under agreements governing our future indebtedness, which may result in that
indebtedness becoming immediately payable in full. If the repayment of such future indebtedness were to be
accelerated after any applicable notice or grace periods, then we may not have sufficient funds to repay that
indebtedness and repurchase the Notes or make cash payments upon their conversion.

The accounting method for the Notes could adversely affect our reported financial condition and
results.

Our Notes do not bear regular interest, and the principal amount of the Notes do not accrete. However,
special interest and additional interest may accrue on the Notes at a rate per annum not exceeding 0.50%
(subject to certain exceptions) upon the occurrence of certain events relating to the failure to file certain SEC
reports or to remove certain restrictive legends from the Notes. The accounting method for reflecting the Notes

40on our balance sheet may adversely affect our reported earnings and financial condition. If any of the conditions
to the convertibility of the Notes is satisfied or the Notes become due within one year, then we may be required
under applicable accounting standards to reclassify the liability carrying value of the Notes as a current, rather
than a long-term, liability. This reclassification could be required even if no noteholders convert their Notes and
could materially reduce our reported working capital.

We early adopted Accounting Standards Update (“ASU”) No. 2020-06, “Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity” (“ASU 2020-06”), to
account for our Notes which eliminates the treasury stock method for convertible instruments that can be settled
in whole or in part with equity and instead requires the application of the more dilutive of the “if-converted”
method or the two-class method. Under the if-converted method, diluted earnings per share would generally be
calculated assuming that all the conversion premium or spread were converted at the beginning of the reporting
period, unless the result would be anti-dilutive. The conversion premium or spread would have a dilutive impact
on net income per share when the average market price of the Company’s common stock for a given period
exceeds the conversion price.

The capped call transactions may affect the value of the Notes and our common stock.

In connection with the Notes, we entered into privately negotiated capped call transactions with the option
counterparties. The capped call transactions will cover, subject to customary adjustments, the number of shares
of common stock that underlie the Notes. The capped call transactions are expected generally to reduce
potential dilution to our common stock upon conversion of the Notes or at our election (subject to certain
conditions) offset any cash payments we are required to make in excess of the aggregate principal amount of
the converted Notes, as the case may be, with such reduction or offset subject to a cap.

We have been advised that, in connection with establishing their initial hedges of the capped call

transactions, the option counterparties or their respective affiliates purchased shares of our common stock and/
or entered into various derivative transactions with respect to our common stock.

In addition, we have been advised that the option counterparties or their respective affiliates may modify
their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or
purchasing or selling our common stock or other securities of ours in secondary market transactions following
the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so on each exercise date of
the capped call transactions, and in connection with any early termination event in respect of the capped call
transactions). This activity could also cause or avoid an increase or a decrease in the market price of our
common stock.

Provisions in the indenture governing the Notes could delay or prevent an otherwise beneficial takeover
of us.

Certain provisions in the Notes and the indenture governing the Notes could make a third party attempt to

acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then
noteholders will have the right to require us to repurchase their Notes for cash. In addition, if a takeover
constitutes a Make-Whole Fundamental Change (as defined in the Indenture), then we may be required to
temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Notes and
the indenture governing the Notes could increase the cost of acquiring us or otherwise discourage a third party
from acquiring us or removing incumbent management, including in a transaction that holders of our common
stock or Notes may view as favorable.

We may require additional financing to achieve our goals, and a failure to obtain this necessary capital
when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our
product manufacturing and development, and other operations.

Since our inception, substantially all of our resources have been dedicated to the development of our three

core plant-based product platforms of beef, pork and poultry, including purchases of property, plant and

41equipment, principally to support the development and production of our products, the build-out and equipping
of our former Manhattan Beach Project Innovation Center and our Innovation Center within our Campus
Headquarters, and the purchase, build-out and equipping of manufacturing facilities in the U.S. and abroad. We
have and believe that we will continue to expend resources as we expand into additional markets we may
choose to pursue. These expenditures are expected to include costs associated with research and
development, manufacturing and supply, as well as marketing and selling existing and new products. In
addition, other unanticipated costs may arise.

As of December 31, 2022, we had cash and cash equivalents and restricted cash of $322.5 million. Our
operating plan may change because of factors currently unknown to us, and we may need to seek additional
funds sooner than planned, through public or private equity or debt financings or other sources, including
strategic collaborations. Such financing may result in dilution to stockholders, reduction in the market price of
our common stock, imposition of debt covenants and repayment obligations, or other restrictions that may
adversely affect our business. In addition, we may seek additional capital due to favorable market conditions or
strategic considerations even if we believe we have sufficient funds for our current or future operating plans.
However, the capital markets may experience extreme volatility and disruption, including rising interest rates
and higher borrowing costs, which could make it more difficult for us to raise capital. If we cannot access the
capital markets upon favorable terms or at all, it may impact our ability to achieve our goals.

Our future capital requirements depend on many factors, including:

•

the number and characteristics of any additional products or manufacturing processes we develop or
acquire to serve new or existing markets;

our investment in and build out of our Campus Headquarters;

the expenses associated with our marketing initiatives;

our investment in manufacturing and facilities to expand our manufacturing and production capacity;

our investments in real property and joint ventures;

the costs required to fund domestic and international operations and growth;

the scope, progress, results and costs of researching and developing future products or improvements
to existing products or manufacturing processes;

any lawsuits related to our products or commenced against us or our directors and officers;

the expenses needed to attract and retain skilled personnel;

the costs associated with being a public company;

the impact of the COVID-19 pandemic, or any other pandemic, epidemic or other public health crisis;

the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing intellectual
property claims, including litigation costs and the outcome of such litigation; and

the timing, receipt and amount of sales of, or royalties on, any future approved products, if any.

Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. If

adequate funds are not available to us on a timely basis, we may be required to:

•

delay, limit, reduce or terminate our manufacturing, research and development activities or our growth
and expansion plans; or

delay, limit, reduce or terminate our establishment of sales and marketing capabilities or other activities
that may be necessary to generate revenue and achieve profitability.

42Our inability to access and employ the cash that collateralizes our outstanding and future letters of
credit may impact our liquidity.

As of December 31, 2022, we had restricted cash of $12.6 million securing the letter of credit to support the

development and leasing of our Campus Headquarters. Our inability to access and employ the cash that
collateralizes our outstanding and future letters of credit may impact our liquidity and could have an adverse
impact on our business, operations and financial condition.

Risks Related to the Environment, Climate and Weather

A major earthquake, tsunami, tornado, wildfire, flood, drought or other natural disaster or severe
weather event could seriously disrupt our entire business.

We have offices, co-manufacturing and manufacturing facilities located in the United States and

internationally. The impact of a major earthquake, tsunami, tornado, flood, wildfire, drought or other natural
disaster or severe weather event at any of our facilities and overall operations is difficult to predict, but such a
natural disaster or severe weather event could seriously disrupt our entire business and lead to substantial
losses, which may not be covered by insurance. Additionally, to the extent such events become more frequent
or intense, such as a result of climate change, it may adversely impact the cost or availability of such insurance.

Climate change may negatively affect our business and operations.

Increasing concentrations of greenhouse gases in the atmosphere have generally been concluded to lead

to increased ambient global temperatures, as well as changes in weather patterns and the frequency and
severity of extreme weather and natural disasters. Adverse climate conditions, weather patterns and the impact
of such conditions and patterns such as drought, flood, wildfires, mudslides and rising ambient temperatures
adversely impact product cultivation conditions for farmers and agricultural productivity, including by disrupting
ecosystems and severely altering the growing conditions, nutrient levels, soil moisture and water availability
necessary for the growth and cultivation of crops, which would adversely affect the product quality, availability or
cost of certain commodities that are necessary for our products, such as yellow peas, mung beans, sunflowers,
rice, faba bean, canola oil and coconut oil. Many of our operations exist in water-stressed regions and water is a
key ingredient in our products. Due to climate change, we may also be subjected to decreased availability of
water, deteriorated quality of water or less favorable pricing for water, which could adversely impact our
manufacturing and distribution operations. These and other changes to the physical environment may adversely
impact our operations or those of the suppliers on whom we rely. While we may take various actions to mitigate
our business risks associated with climate change, this may require us to incur substantial costs and may not be
successful, due to, among other things, the uncertainty associated with the longer-term projections associated
with managing climate risks.

Risks Related to Being a Public Company

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial
statements on a timely basis could be impaired, investors may lose confidence in our financial
reporting and the trading price of our common stock may decline.

Ensuring that we have adequate internal financial and accounting controls and procedures in place to
produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be
re-evaluated frequently. We are in the process of upgrading our information technology systems and
implementing additional financial and management controls, reporting systems and procedures in order to keep
up with the requirements of being a reporting company under the Exchange Act. Additionally, the growth of our
operations and our being a public company have created a need for additional resources within the accounting
and finance functions due to the increasing need to produce timely financial information and to ensure the level
of segregation of duties customary for a U.S. public company. We have hired additional resources in the
accounting and finance functions and continue to reassess the sufficiency of finance personnel in response to
these increasing demands and expectations.

43As a public company, we are required to document and test our internal control over financial reporting
pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness
of our internal control over financial reporting. The rules governing the standards that must be met for
management to assess our internal control over financial reporting are complex and require significant
documentation, testing and possible remediation. We have and will continue to expend significant resources in
developing the necessary documentation and testing procedures required by Section 404. We cannot be certain
that the actions we have and will continue to take to improve our internal controls over financial reporting will be
sufficient.

Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately
report our financial condition, results of operations or cash flows. If we are unable to conclude that our internal
control over financial reporting is effective, or if our independent registered public accounting firm determines
we have a material weakness or significant deficiency in our internal control over financial reporting, investors
may lose confidence in the accuracy and completeness of our financial reports, the market price of our common
stock could decline, and we could be subject to sanctions or investigations by NASDAQ, the SEC or other
regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting,
or to implement or maintain other effective control systems required of public companies, could also restrict our
future access to the capital markets.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Our disclosure controls and procedures are designed to reasonably assure that information required to be

disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to
management, recorded, processed, summarized and reported within the time periods specified in the rules and
forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people or by an unauthorized override of the
controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient
disclosures due to error or fraud may occur and not be detected.

The requirements of being a public company will require us to incur increased costs and may strain our
resources, divert management’s attention and affect our ability to attract and retain qualified board
members.

As a public company, we have incurred and will continue to incur significant legal, accounting and other

expenses that we did not incur as a private company. We are subject to the reporting requirements of the
Exchange Act which requires, among other things, that we file with the SEC annual, quarterly and current
reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act, as well as
related rules adopted by the SEC and the Nasdaq Global Select Market, impose significant requirements on
public companies, including requiring establishment and maintenance of effective disclosure and financial
controls and changes in corporate governance practices. Further, we are required to comply with certain
requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, as
well as rules and regulations subsequently implemented by the SEC related to corporate governance and
executive compensation, such as “say on pay” and proxy access. As such, we have and will continue to incur
additional compliance-related expenses. Additionally, the SEC and other regulators have continued to adopt
new rules and regulations and make additional changes to existing regulations that require our compliance.

Stockholder activism, the current political environment and the current high level of government intervention

and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to
additional compliance costs and impact, in ways we cannot currently anticipate, the manner in which we operate
our business. We expect the rules and regulations applicable to public companies to continue to increase our

44legal and financial compliance costs and to make some activities more time-consuming and costly. If these
requirements divert the attention of our management and personnel from other business concerns, they could
have a material adverse effect on our business, financial condition and results of operations. The increased
costs will decrease our net income or increase our net loss and may require us to reduce costs in other areas of
our business. Furthermore, these rules and regulations could make it more difficult or more costly for us to
obtain certain types of insurance, including director and officer liability insurance, and we may be forced to
accept reduced policy limits and coverage and higher self-insured retention amounts, or incur substantially
higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more
difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or
as executive officers. We cannot predict or estimate the amount or timing of additional costs we may incur to
respond to these requirements.

Risks Related to Regulatory and Legal Compliance Matters, Litigation and Legal Proceedings

Our operations are subject to FDA governmental regulation and other foreign, federal, state and local
regulation, and there is no assurance that we will be in compliance with all regulations.

Our operations are subject to extensive regulation by the FDA, and other foreign, federal, state and local

authorities. Specifically, for products manufactured or sold in the United States we are subject to the
requirements of the Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA.

This comprehensive regulatory program governs, among other things, the manufacturing, composition and

ingredients, packaging, labeling and safety of food. Under this program, the FDA requires that facilities that
manufacture food products comply with a range of requirements, including hazard analysis and preventive
controls regulations, current good manufacturing practices (“cGMPs”), and supplier verification requirements.
Comparable regulations apply in foreign jurisdictions such as the European Union, the United Kingdom and
China. Our processing and manufacturing facilities, including those of our co-manufacturers, are subject to
periodic inspection by foreign, federal, state and local authorities. We do not control the manufacturing
processes of, and rely upon, our co-manufacturers for compliance with cGMPs for the manufacturing of our
products by our co-manufacturers. If we or our co-manufacturers cannot successfully manufacture products that
conform to our specifications and the strict regulatory requirements of the FDA or other non-U.S. regulators, we
or they may be subject to adverse inspectional findings or enforcement actions, which could materially impact
our ability to market our products, could result in our inability to manufacture our products or our co-
manufacturers’ inability to continue manufacturing for us, or could result in a recall of our product that has
already been distributed. In addition, we rely upon our co-manufacturers to maintain adequate quality control,
quality assurance and qualified personnel. If the FDA or a comparable state, local or foreign regulatory authority
determines that we or these co-manufacturers have not complied with the applicable regulatory requirements,
our business may be materially impacted.

We seek to comply with applicable regulations through a combination of employing internal experience and
expert personnel to ensure quality-assurance compliance (i.e., assuring that our products are not adulterated or
misbranded) and contracting with third-party laboratories that conduct analyses of products to ensure
compliance with nutrition labeling requirements and to identify any potential contaminants before distribution.
Failure by us or our co-manufacturers to comply with applicable laws and regulations or maintain permits,
licenses or registrations relating to our or our co-manufacturers’ operations could subject us to civil remedies or
penalties, including fines, injunctions, recalls or seizures, warning letters, restrictions or prohibitions on the
marketing or manufacturing of products, or refusals to permit the import or export of products, as well as
potential criminal sanctions, which could result in increased operating costs resulting in a material effect on our
operating results and business.

We are subject to international regulations that could adversely affect our business and results of
operations.

We are subject to extensive regulations internationally where we manufacture, distribute and/or sell our

products. Our products are subject to numerous food safety and other laws and regulations relating to the

45sourcing, manufacturing, composition and ingredients, storing, labeling, marketing, advertising and distribution
of these products. For example, in early 2018, we received an inquiry from Canadian officials about the labeling
and composition of products that we export to Canada. We responded promptly to that inquiry, identifying minor
formulation changes that we made under Canadian regulations. If regulators determine that the labeling,
advertising and/or composition of any of our products is not in compliance with foreign law or regulations, or if
we or our co-manufacturers otherwise fail to comply with applicable laws and regulations in foreign jurisdictions
where we operate and market products, we could be subject to civil remedies or penalties, such as fines,
injunctions, recalls or seizures, warning letters, restrictions on the marketing or manufacturing of the products,
or refusals to permit the import or export of products, as well as potential criminal sanctions. In places like
Mainland China, government inquiries into product labeling and advertising can be prompted by random
inspections of our product on the market by local government authorities or complaints by consumers or
competitors to the authorities. The consequences of a labeling or advertising violation in China can lead not only
to fines from administrative authorities but also to multiple individual consumer lawsuits for nominal damages in
the hundreds of dollars each, which can be costly to defend. In addition, enforcement of existing laws and
regulations, changes in legal requirements and/or evolving interpretations of existing regulatory requirements
may result in increased compliance costs and create other obligations, financial or otherwise, that could
adversely affect our business, financial condition or operating results. For example, China has recently
introduced new regulations on food manufacturing and it may introduce new Food Labeling Supervision
Measures that could increase restrictions and require changes to our labels. In addition, with our expanding
international operations, we could be adversely affected by violations of the FCPA, and similar worldwide anti-
bribery laws, which generally prohibit companies and their intermediaries from making improper payments to
non-U.S. officials or other third parties for the purpose of obtaining or retaining business. While our policies
mandate compliance with these anti-bribery laws, our internal control policies and procedures may not protect
us from reckless or criminal acts committed by our employees, contractors or agents. Violations of these laws,
or allegations of such violations, could disrupt our business and result in a material adverse effect on our results
of operations, cash flows and financial condition.

Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the FDA
or U.S. Department of Agriculture, or USDA, state regulators or similar foreign regulatory authorities
that relate to the use of the word “meat” or other similar words in connection with plant-based meat
products could adversely affect our business, prospects, results of operations or financial condition.

The FDA and the USDA, state regulators or similar foreign regulatory authorities, such as Health Canada or

the CFIA, or authorities of the U.K., the EU or the EU member states, or China, including the State
Administration for Market Regulation and its local counterpart agencies, could take action to impact our ability to
use the term “meat” or similar words (such as “beef,” “burger” or “sausage,” including the Beyond Meat logo of
the Caped Longhorn superhero) to describe or advertise our products. In addition, a food may be deemed
misbranded if its labeling is false or misleading in any particular way, and the FDA, CFIA, EU member state
authorities or other regulators could interpret the use of the term “meat” or any similar phrase(s) to describe our
plant-based meat products as false or misleading or likely to create an erroneous impression regarding their
composition.

For example, in 2018, the state of Missouri passed a law prohibiting any person engaged in advertising,

offering for sale, or sale of food products from misrepresenting a product as meat that is not derived from
harvested production livestock or poultry. The state of Missouri Department of Agriculture has clarified its
interpretation that products which include prominent disclosure that the product is “made from plants,” or
comparable disclosure such as through the use of the phrase “plant-based,” are not misrepresented under the
Missouri law. Additional states, including Arkansas, Georgia, Mississippi, Louisiana, Oklahoma, South Dakota
and Wyoming, have subsequently passed similar laws, and legislation that would impose specific requirements
on the naming of plant-based meat products is currently pending in a number of other states. The United States
Congress recently considered (but did not pass) federal legislation, called the Real MEAT Act, that could require
changes to our product labeling and marketing, including identifying products as “imitation” meat products, and
that would give USDA certain oversight over the labeling of plant-based meat products. If similar bills gain
traction and ultimately become law, we could be required to identify our products as “imitation” in our product

46labels. Further, the FDA has announced that it is developing guidance on naming plant-based meat alternatives
that could impact our naming expectations. Canadian Food and Drug Regulations also provide requirements for
“simulated meat” products, including requirements around composition and naming.

In Europe, the Agriculture Committee of the European Parliament proposed in May 2019 to reserve the use

of “meat” and meat-related terms and names for products that are manufactured from the edible parts of
animals. In October 2020, the European Parliament rejected the adoption of this provision. In the absence of
European Union legislation, Member States remain free to establish national restrictions on meat-related
names. In June 2020, France adopted a law prohibiting names to indicate foodstuffs of animal origin to
describe, market, or promote foodstuffs containing vegetable proteins. In October 2021, France published a
draft implementing decree to define, for example, the sanctions in case of non-compliance with the new law.
The Decree was published on June 29, 2022, and entered into force on October 1, 2022. We do not believe that
the Decree complies with the laws of the European Union (EU), in particular the principle of free movement of
goods. On July 27, 2022, at the request of a trade association, the French High Administrative Court partially
suspended the execution of the Decree. This signals that there are indeed serious doubts as to the lawfulness
of the Decree, though the suspension is only partial and temporary until the Court rules on the merits of the
case. We understand that at least two more trade associations are also considering litigation. In this context, on
October 21, 2022, the Company filed an application for annulment against the Decree. The Company also
intervened in favor of the trade association in their pending case against the Decree on November 16, 2022.

France is the first EU Member State to adopt such a law. Should other EU Member State regulatory
authorities take action with respect to the use of the term “meat” or similar claims, such that we are unable to
use those terms with respect to our plant-based products, we could be subject to enforcement action or recall of
our products marketed with these terms, we may be required to modify our marketing strategy, or required to
identify our products as “imitation” in our product labels, and our business, prospects, results of operations or
financial condition could be adversely affected.

Increases in income tax rates or changes in income tax laws could have a material adverse impact on
our financial results.

Increases in income tax rates or other changes in tax laws, including changes in how existing tax laws are
interpreted or enforced, could adversely affect our financial performance. The increasingly complex global tax
environment has in the past and could continue to increase tax uncertainty, resulting in higher compliance costs
and adverse effects on our financial performance. We are also subject to regular reviews, examinations and
audits by numerous taxing authorities with respect to income and non-income based taxes. Economic and
political pressures to increase tax revenues in jurisdictions in which we operate, or the adoption of new or
reformed tax legislation or regulation, may make resolving tax disputes more difficult and the final resolution of
tax audits and any related litigation can differ from our historical provisions and accruals, resulting in an adverse
effect on our financial performance.

Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on
our reputation or business.

From time to time, we may be party to various claims and litigation proceedings. We evaluate these claims

and litigation proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the
amount of potential losses. Based on these assessments and estimates, we may establish reserves, as
appropriate. These assessments and estimates are based on the information available to management at the
time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially
from our assessments and estimates. For information regarding pending legal proceedings, please see Part I,
Item 3, Legal Proceedings, and Note 10, Commitments and Contingencies, to the Notes to Consolidated
Financial Statements included elsewhere in this report.

Even when not merited, the defense of these lawsuits may divert our management’s attention, and we may
incur significant expenses in defending these lawsuits. The results of litigation and other legal proceedings are
inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in

47adverse monetary damages, penalties or injunctive relief against us, which could have a material adverse effect
on our financial position, cash flows or results of operations. Any claims or litigation, even if fully indemnified or
insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate
insurance in the future.

Furthermore, while we maintain insurance for certain potential liabilities, such insurance does not cover all
types and amounts of potential liabilities and is subject to self-insured retentions, various exclusions as well as
caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our
entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail,
the amount of our recovery.

General Risk Factors

Our share price has been and may continue to be highly volatile, and you could lose all or part of your
investment.

The market price of our common stock has been and is likely to continue to be highly volatile and could be

subject to wide fluctuations in response to many factors discussed in this “Risk Factors” section, including:

•

general economic, market and political conditions, including negative effects on consumer confidence
and spending levels;

actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in
our quarterly and annual results;

announcements of innovations by us or our competitors;

announcement by competitors or new market entrants of their entry into or exit from the plant-based
meat market;

overall conditions in our industry and the markets in which we operate;

• market conditions or trends in the packaged food sales industry or in the economy as a whole;

•

addition or loss of significant customers or other developments with respect to significant customers;

adverse developments concerning our manufacturers or suppliers;

changes in laws or regulations applicable to our products or business;

our ability to effectively manage our growth and market expectations with respect to our growth;

speculation regarding public customer announcements or geographic expansion;

actual or anticipated changes in our growth rate relative to our competitors;

announcements by us or our competitors of significant acquisitions, strategic partnerships, joint
ventures or capital commitments;

additions or departures of key personnel;

competition from existing products or new products that may emerge;

issuance of new or updated research or reports about us or our industry, or positive or negative
recommendations or withdrawal of research coverage by securities analysts;

our failure to meet the estimates and projections of the investment community or that we may otherwise
provide to the public;

48•

•

fluctuations in the valuation of companies perceived by investors to be comparable to us;

disputes or other developments related to proprietary rights, including patents, and our ability to obtain
intellectual property protection for our products;

litigation or regulatory matters;

announcement or expectation of additional financing efforts;

our cash position;

our indebtedness and ability to pay such indebtedness, as well as our ability to comply with covenants
under our credit agreement;

sales of our common stock by our stockholders;

issuance of equity or debt;

share price and volume fluctuations attributable to inconsistent trading volume levels of our common
stock;

changes in accounting practices;

ineffectiveness of our internal controls;

short-selling of our common stock;

negative media or marketing campaigns undertaken by our competitors or lobbyists supporting the
meat industry;

the public’s response to publicity relating to the health aspects or nutritional value of our products;

the effects of COVID-19 and any other pandemic, epidemic or other public health crisis; and

other events or factors, many of which are beyond our control.

Furthermore, the stock markets have experienced price and volume fluctuations that have affected and
continue to affect the market prices of equity securities of many companies. These fluctuations often have been
unrelated or disproportionate to the operating performance of those companies. These broad market and
industry fluctuations, as well as general economic, political and market conditions such as recessions, interest
rate changes, tariffs, international currency fluctuations, or the effects of disease outbreaks or pandemics (such
as COVID-19), may negatively impact the market price of our common stock. In the past, companies that have
experienced volatility in the market price of their stock have been subject to securities class action litigation. For
example, in the past, we have been subject to multiple shareholder derivative lawsuits related, in part, to a
securities case filed against us alleging federal securities law violations with respect to past disclosure, which
case has since been dismissed with prejudice. Securities litigation, and any other type of litigation, brought
against us could result in substantial costs and divert our management’s attention from other business
concerns, which could seriously harm our business and adversely affect our results of operations.

Future sales of our common stock in the public market could cause our share price to fall.

Sales of a substantial number of shares of our common stock in the public market could occur at any time.

These sales, or the perception in the market that the holders of a large number of shares of common stock
intend to sell shares, could reduce the market price of our common stock. Moreover, certain holders of our
common stock have rights, subject to certain conditions, to require us to file registration statements covering
their shares or to include their shares in registration statements that we may file for ourselves or other
stockholders. We also have registered all shares of common stock that we may issue under our equity
compensation plans following the IPO or that are issuable upon exercise of outstanding options following the

49IPO. These shares can be freely sold in the public market upon issuance and once vested, subject to volume
limitations applicable to affiliates. If any of these additional shares are sold, or if it is perceived that they will be
sold, in the public market, the market price of our common stock could decline.

If securities or industry analysts issue an adverse or misleading opinion regarding our business or
publish unfavorable research about our business, our share price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that industry or

securities analysts publish about us or our business. If one or more of the analysts who cover us ceases
coverage of our company or fails to publish reports on us regularly, we could lose visibility in the financial
markets, which in turn could cause our share price or trading volume to decline. Moreover, if any of the analysts
who cover us downgrade our stock or issue an adverse or misleading opinion regarding us, our business model
or our stock performance, or if our operating results fail to meet the expectations of the investor community, our
share price could decline.

We have never paid dividends on our capital stock and we do not intend to pay dividends for the
foreseeable future. Consequently, any gains from an investment in our common stock will likely depend
on whether the price of our common stock increases.

We have never declared or paid any dividends on our common stock and do not intend to pay any
dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the
operation of our business and for general corporate purposes. Accordingly, investors should rely on sales of
their common stock after price appreciation, which may never occur, as the only way to realize any future gains
on their investments.

Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable
and could also reduce the market price of our stock.

Our restated certificate of incorporation and our amended and restated bylaws contain provisions that could

delay or prevent a change in control of our company. These provisions could also make it more difficult for
stockholders to elect directors and take other corporate actions. These provisions include:

•

providing for a classified board of directors with staggered, three-year terms;

authorizing our board of directors to issue preferred stock with voting or other rights or preferences that
could discourage a takeover attempt or delay changes in control;

prohibiting cumulative voting in the election of directors;

providing that vacancies on our board of directors may be filled only by a majority of directors then in
office, even though less than a quorum;

prohibiting the adoption, amendment or repeal of our amended and restated bylaws or the repeal of the
provisions of our restated certificate of incorporation regarding the election and removal of directors
without the required approval of at least 66.67% of the shares entitled to vote at an election of directors;

prohibiting stockholder action by written consent;

limiting the persons who may call special meetings of stockholders; and

requiring advance notification of stockholder nominations and proposals, including without limitation,
compliance with the requirements of Rule 14a-19 under the Exchange Act, as applicable.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our
current management by making it more difficult for stockholders to replace members of our board of directors,
which is responsible for appointing the members of our management. In addition, the provisions of Section 203
of the Delaware General Corporate Law, or the DGCL, govern us. These provisions may prohibit large

50stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or
combining with us for a certain period of time without the consent of our board of directors.

These and other provisions in our restated certificate of incorporation and our amended and restated
bylaws and under Delaware law could discourage potential takeover attempts, reduce the price investors might
be willing to pay in the future for shares of our common stock and result in the market price of our common
stock being lower than it would be without these provisions.

Our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and

the federal district courts of the United States of America will be the exclusive forums for substantially all
disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable
judicial forum for disputes with us or our directors, officers, or employees.

Our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the

exclusive forum for:

•

any derivative action or proceeding brought on our behalf;

any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any of our
directors, officers, employees or agents to us or our stockholders;

any action asserting a claim against us arising pursuant to any provision of the DGCL, our restated
certificate of incorporation, or our amended and restated bylaws;

any action to interpret, apply, enforce or determine the validity of our restated certificate of incorporation
or our amended and restated bylaws; and

any action asserting a claim against us that is governed by the internal affairs doctrine;

provided, that with respect to any derivative action or proceeding brought on our behalf to enforce any
liability or duty created by the Exchange Act or the rules and regulations thereunder, the exclusive forum will be
the federal district courts of the United States of America. Our restated certificate of incorporation further
provides that the federal district courts of the United States of America will be the exclusive forum for resolving
any complaint asserting a cause of action arising under the Securities Act.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it
finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits
against us and our directors, officers and other employees.

Our ability to utilize our federal net operating loss and tax credit carryforwards may be limited under
Sections 382 and 383 of the Internal Revenue Code (the “Code”).

As of December 31, 2022, we had accumulated federal, state and foreign net operating loss carryforwards
of approximately $744.5 million, $314.2 million and $84.1 million, respectively. Approximately $652.7 million of
the federal net operating losses and $84.9 million of the state net operating losses do not expire and the
remaining federal, state and foreign tax loss carryforwards begin to expire in 2031, 2031 and 2025, respectively,
unless previously utilized. Utilization of the Company’s net operating loss and tax credit carryforwards may be
subject to a substantial annual limitation due to the ownership change limitations provided by the Code and
similar state provisions.

The limitations apply if a corporation undergoes an “ownership change,” which is generally defined as a
greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-
year period. We have experienced several ownership changes none of which is expected to result in a material
limitation on the future use of our net operating loss and credit carryforwards generated prior to these ownership
changes. However, any future changes in our stock ownership, which may be outside of our control, may trigger
an ownership change and, consequently, Section 382 and 383 limitations. Similar provisions of state tax law

51may also apply to limit our use of accumulated state tax attributes. As a result, if we earn net taxable income,
our ability to use our pre-change net operating loss carryforwards and other tax attributes to offset such taxable
income may be subject to limitations, which could potentially result in increased future income tax liability to us.
We are currently analyzing whether and to what extent we have experienced an ownership change pursuant to
Section 382; and to the extent such change occurred, the impact to the availability of our tax attributes.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

Our principal facilities, which are leased except where otherwise indicated, are as follows:

Primary Use

Location

Approximate Area
(SF)

Expiration of Lease

United States:
Production of woven protein and dry
blend flavor systems
Production of woven protein and dry
blend flavor systems
Warehousing and dry blending
Production of finished goods
Corporate headquarters, lab and
innovation (“Campus Headquarters”)(1)
Lab and innovation space

Columbia, MO

26,000

6/30/2025

Columbia, MO

64,000

7/31/2025

Columbia, MO
Devault, PA
El Segundo, CA

142,000
86,000
282,000

Owned
Owned
11/30/2033

El Segundo, CA

30,000

1/31/2024

International:
Production of woven protein and dry
blend flavor systems
Production of woven protein and
finished goods
Research and development

______________

Enschede,
the Netherlands
Jiaxing, China

46,000

Owned

38,000

9/09/2027

Shanghai, China

12,000

1/11/2030

(1) As of December 31, 2022, approximately 72,000 rentable square feet of this facility has been completed, delivered and
occupied. See Note 10, Commitments and Contingencies, to the Notes to Consolidated Financial Statements included
elsewhere in this report.

Given our intention to reduce our overall operating expenses and cash expenditures, on February 14, 2023,

we terminated the lease of our Commerce, California commercialization center. See Note 14, Subsequent
Event, to the Notes to Consolidated Financial Statements included elsewhere in this report.

ITEM 3. LEGAL PROCEEDINGS.

We are subject to various legal proceedings and claims that arise in the ordinary course of our business.

The Company establishes an accrued liability for legal matters when those matters present loss contingencies
that are both probable and estimable. For a description of our material pending legal proceedings, please see
Note 10, Commitments and Contingencies, of the Notes to Consolidated Financial Statements included
elsewhere in this report. Although the outcome of these and other claims cannot be predicted with certainty,
other than the settlement of certain actions, management is not currently able to estimate the reasonable
possible amount of loss or range of loss and does not believe that it is probable that the ultimate resolution of
the current matters will have a material adverse effect on our business, financial condition, results of operations
or cash flows. However, the final results of any current or future proceeding cannot be predicted with certainty,

and until there is final resolution on any such matter that we may be required to accrue for, we may be exposed
to loss in excess of the amount accrued. Regardless of the outcome, litigation can have an adverse impact on
us because of defense and settlement costs, diversion of management resources and other factors.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock began trading on the Nasdaq Global Select Market under the symbol “BYND” on May 2,

2019. Prior to that date, there was no public trading market for our common stock.

Holders

As of February 28, 2023, there were 137 holders of record of our common stock. This number does not

include beneficial owners whose shares are held by nominees in street name.

Dividends

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.

53Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or to be

“filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the
Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing, or otherwise subject to the liabilities under the Securities Act
or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.

The following graph depicts the total cumulative stockholder return on our common stock from May 2, 2019,

the first day of trading of our common stock on the Nasdaq Global Select Market, through December 31, 2022,
relative to the performance of the NASDAQ Composite Index and the S&P Food and Beverage Select Industry
Index, a peer group that includes Beyond Meat. The graph assumes an initial investment of $100.00 at the
close of trading on May 2, 2019 and that all dividends paid by companies included in these indices have been
reinvested. The performance shown in the graph below is not intended to forecast or be indicative of future
stock price performance.

ITEM 6. [RESERVED]

Quarter EndedUS$COMPARISON OF 44 MONTH CUMULATIVE TOTAL RETURN*Among Beyond Meat, Inc., the NASDAQ Composite Index,and the S&P Food & Beverage Select Industry IndexBeyond Meat, Inc.NASDAQ CompositeS&P Food & Beverage Select Industry Index5/2/20196/1912/196/2012/206/2112/216/2212/2205010015020025030054ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

The following discussion contains forward-looking statements that involve risks and uncertainties. Our
actual results may differ materially from those discussed in the forward-looking statements as a result of various
factors, including those set forth in Part I, Item 1A, “Risk Factors,” and “Note Regarding Forward-Looking
Statements” included elsewhere in this report. The following discussion and analysis of our financial condition
and results of operations should be read in conjunction with our audited consolidated financial statements and
related notes included elsewhere in this report.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in

this document generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and
2021. Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in
this document can be found in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Overview

Beyond Meat is a leading plant-based meat company, offering a portfolio of revolutionary plant-based
meats. We build 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 our plant-based meat products. Our 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. The success of our breakthrough
innovation model and products has allowed us to appeal to a broad range of consumers, including flexitarians,
those who typically eat animal-based meats, positioning us to compete directly in the $1.4 trillion global meat
industry.

We sell a range of plant-based meat products across the three main meat platforms of beef, pork and
poultry. As of December 2022, Beyond Meat Branded products were available at approximately 190,000 retail
and foodservice outlets in more than 80 countries worldwide, across mainstream grocery, mass merchandiser,
club store, convenience store and natural retailer channels, and various food-away-from-home channels,
including restaurants, foodservice outlets and schools.

Net revenues decreased to $418.9 million in 2022 from $464.7 million in 2021, representing a 9.8%
reduction. We have generated losses since inception. Net loss in 2022 and 2021 was $366.1 million and
$182.1 million, respectively, as we pursued our long-term goal of future growth of our business, investing in
innovation, people, infrastructure, product scaling and establishing strategic partnerships in the U.S., EU and
China. In 2022, our net revenues were negatively affected by softness in demand in the plant-based category,
macroeconomic issues, including inflation, rising interest rates and increasing concerns about the likelihood of a
recession, and increased competition. Additionally, there remains uncertainty regarding the long-term effects of
the COVID-19 pandemic and certain negative impacts on our business, the plant-based category, consumer
and customer behavior, and demand levels.

In response to the current difficult environment and negative impact of these factors on our business and

the overall plant-based category, beginning in the fourth quarter of 2022 we are pivoting our focus toward
sustainable long-term growth supported by three pillars: (1) driving margin recovery and operating expense
reduction through the implementation of lean value streams across our beef, pork and poultry platforms; (2)
inventory reduction and cash flow generation through more efficient inventory management; and (3) focusing on
near-term retail and foodservice growth drivers while supporting strategic key long-term partners and
opportunities.

55Our net revenues, gross profit, gross margin, earnings and cash flows have been and may continue to be

adversely impacted in 2023 by the following:

•

changes in our product mix including the launch of new products, which may carry lower margin profiles
relative to existing products due in part to early cost of production inefficiencies;

weak demand in the retail channel due to slower category growth, particularly for refrigerated plant-
based meat, and increased competitive activity, including the deceleration of plant-based meat across
Europe and our ability to successfully launch extended shelf-life products;

the impact of high inflation and the plant-based meat sector’s premium pricing relative to animal protein,
including causing consumers to trade down into cheaper forms of protein, including animal meat;

our decreased revenue forecast negatively impacting capacity utilization, which could also give rise to
underutilization fees and termination fees to exit certain supply chain arrangements and/or the write-off
of certain equipment, driving less leverage on fixed costs and delaying the speed at which cost savings
initiatives impact our financial results;

•

changes in forecasted demand, particularly for Beyond Meat Jerky;

• managing inventory levels, including sales to the liquidation channel and the level of inventory reserves;

•

price reductions, intended to improve price competitiveness relative to competing products;

increased unit cost of goods sold due to lower production volumes in response to weaker demand,
which would adversely impact coverage of fixed production costs within our manufacturing facilities;

increased unit cost of goods due to inflation, rising interest rates, higher transportation, raw materials,
energy, labor and supply chain costs;

increased promotional programs and trade discounts to our retail and foodservice customers, including
to bolster support for our core lines, and shifts in product and channel mix resulting in negative impacts
on our gross margins;

potential disruption to our supply chain generally caused by distribution and other logistical issues;

continued effects of the COVID-19 pandemic; and

labor needs at the Company as well as in the supply chain and at customers.

In 2021, we entered into The Planet Partnership, LLC (“TPP”), a joint venture with PepsiCo, Inc., to develop,

produce and market innovative snack and beverage products made from plant-based protein. In the fourth
quarter of 2022, we began taking steps to restructure certain contracts and operating activities related to
Beyond Meat Jerky. Such activities are expected to continue through most of 2023.

On August 3, 2022 and October 14, 2022, we announced reductions-in-force affecting approximately 4%

and 19%, respectively, of our global workforce. These decisions were based on cost-reduction initiatives
intended to reduce operating expenses as the Company focuses on a set of key growth priorities. We may not
be able to fully realize the costs savings and benefits initially anticipated from these actions, and the expected
costs may be greater than expected. See Part I, Item 1A, Risk Factors—Risks Related to Our Business—Our
strategic initiatives to reduce our cost structure towards cash flow positive operations could have long-term
adverse effects on our business, and we may not realize the operational or financial benefits from such actions
and Our inability to streamline operations and improve cost efficiencies could result in the contraction of our
business and the implementation of significant cost cutting measures.

56Impact of COVID-19 on Our Business

The COVID-19 pandemic has had a significant impact on our business over the last three years, but as we

moved through 2022 we saw consumers start to return to more normalized routines; more social gatherings,
going out to bars and restaurants and returning to offices, which impacted demand. We have also seen a
normalization of supply chains across the food and beverage industry that is reducing the disruption of the
supply from many protein suppliers and increasing choice for consumers.

In the United States, we have transitioned back to normal operating procedures with a heightened

As a result of China’s lifting of its zero COVID policies, our facilities in China no longer require visitors and
personnel to obtain a 72-hour swab test results. However, at our R&D center and Jiaxing factory, visitors are still
required to pre-register their personal details and record their temperature. Those who record symptoms
relating to a fever or report cough symptoms are not allowed to enter these two facilities.

Future events and effects related to COVID-19 cannot be determined with precision and actual results could

significantly differ from estimates or forecasts.

Environmental, Social and Governance

As a disruptive leader in the food industry, we have established ourselves as a leading producer of plant-

based meat products that deliver a reduced environmental footprint and mitigate the social and welfare issues
associated with the conventional production and consumption of animal protein. In order to continue that work
and position ourselves as a leader in the integration of environmental and social change, we have committed to
developing a comprehensive ESG program. As part of the development of our ESG program, we have
conducted a materiality analysis to determine which ESG issues are relevant to our business (the “ESG
Materiality Analysis”). The term “materiality analysis” is common in the discussion of such assessments;
however, the ESG Materiality Analysis was not designed to identify “material” issues for the purposes of
financial reporting, or as defined by the securities laws of the United States. While the environmental impacts of
our products, climate change management, the safety and quality of the products we produce and how we
manage our supply chain were all identified as priority topics in our ESG Materiality Analysis, our discussion of
these and other ESG matters herein or elsewhere may include information that is not necessarily “material” for
SEC reporting purposes, and is informed by various ESG standards and frameworks (including standards for
the measurement of underlying data), and the interests of various stakeholders. Much of this information is
subject to assumptions, estimates or third-party information that is still evolving and subject to change. For
example, our disclosures based on any standards may change due to revisions in framework requirements,
availability of information, changes in our business or applicable government policies, or other factors, some of
which may be beyond our control. We continue to work on leveraging the ESG Materiality Analysis to inform our
strategy and actions under our commitment to promoting responsible and sustainable business practices within
our organization.

Components of Our Results of Operations and Trends and Other Factors Affecting Our Business

Net Revenues

We generate net revenues primarily from sales of our products to our customers across mainstream
grocery, mass merchandiser, club store, convenience store and natural retailer channels, and various food-
away-from-home channels, including restaurants, foodservice outlets and schools, mainly in the United States.

57We present our net revenues by geography and distribution channel as follows:

Distribution Channel
U.S. Retail
U.S. Foodservice
International Retail

Description
Net revenues from retail sales to the U.S. market and sales to TPP
Net revenues from restaurant and foodservice sales to the U.S. market
Net revenues from retail sales to international markets, including Canada

International Foodservice

Net revenues from restaurant and foodservice sales to international
markets, including Canada

The following factors and trends in our business have driven net revenue growth over prior periods and are

expected to be key drivers of our net revenue growth over time, subject to the challenges discussed above:

•

increased penetration across our retail channel, including mainstream grocery, mass merchandiser,
club store, convenience store and natural retailer channels, and our foodservice channel, including
increased desire by foodservice establishments, including large FSR and/or global QSR customers, to
add plant-based products to their menus and to highlight these offerings;

the strength and breadth of our partnerships with global QSR restaurants and retail and foodservice
customers;

the success of our pivot to focus on sustainable long-term growth, including focusing on near-term retail
and foodservice growth drivers while supporting strategic key long-term partners and opportunities;

distribution expansion, increased sales velocity, household penetration, repeat purchases, buying rates
(amount spent per buyer) and purchase frequency across our channels;

increased international sales of our products across geographies, markets and channels as we seek to
expand the breadth and depth of our international distribution and grow our numbers of international
customers;

our ability to accurately forecast demand for our products and manage our inventory;

our operational effectiveness and ability to fulfill orders in full and on time;

our continued innovation and product commercialization, including enhancing existing products and
introducing new products across our plant-based platforms that appeal to a broad range of consumers,
specifically those who typically eat animal-based meat;

enhanced marketing efforts as we continue to build our brand, amplify our value proposition around
taste, health and planet, serve as a best-in-class partner to both retail and foodservice customers to
support product development and category management, and drive consumer adoption of our products;

overall market trends, including consumer awareness and demand for nutritious, convenient and high
protein plant-based foods; and

localized production and third-party partnerships to improve our cost of production and increase the
availability and speed with which we can get our products to customers internationally.

As we seek to grow our net revenues, we face several challenges, including any lasting effects from

COVID-19, which are difficult to quantify, global events such as the conflict in Ukraine and their impact on
availability of raw materials, broad macroeconomic headwinds including elevated levels of inflation, waning
consumer confidence and recessionary concerns, increasing competition in the plant-based meat category, and
softening in demand of the plant-based meat category overall, particularly in the refrigerated subsegment
among others.

We routinely offer sales discounts and promotions through various programs to customers and consumers.

These programs include rebates, temporary on-shelf price reductions, off-invoice discounts, retailer

58advertisements, product coupons and other trade activities. We anticipate that over time we will need to
continue to offer more trade and promotion discounts to both our retail and foodservice customers, to drive
increased consumer trials and in response to changing consumer and customer behavior, and increased
competition and pressure on the plant-based meat category. The expense associated with these discounts and
promotions is estimated and recorded as a reduction in total gross revenues in order to arrive at reported net
revenues. At the end of each accounting period, we recognize a contra asset for estimated sales discounts that
have been incurred but not paid which totaled $4.6 million and $3.6 million as of December 31, 2022 and 2021,
respectively. We expect to face increasing competition across all channels, especially as additional plant-based
meat product brands continue to enter the marketplace and as consumers trade down among proteins in the
context of significant inflationary pressure. In response, we anticipate providing heavier discounting and
promotions on some of our products from time to time. Although these actions are intended to build brand
awareness and increase consumer trials of our products, they have had and are likely to continue to have a
negative impact on our net revenues, gross margin and profitability, impacting period-over-period results.

In addition, because we do not have any purchase commitments from our distributors or customers, the
amount of net revenues we recognize will vary from period to period depending on the volume, timing and the
channels through which our products are sold, and the impact of customer orders ahead of holidays, causing
variability in our results. Similarly, the timing of retail shelf resets are not within our control, and to the extent that
retail customers change the timing of such events, variability of our results may also increase. Lower customer
orders ahead of holidays, shifts in customer shelf reset activity and changes in the order patterns of one or more
of our large retail customers could cause a significant fluctuation in our quarterly results and could have a
disproportionate effect on our results of operations for the entire fiscal year. For example, in the third quarter of
2022, a combination of overall weaker than expected demand in the category and certain customer and
distributor changes and buying patterns, such as reducing targeted inventory levels, among other factors,
contributed to the decline in net revenues across markets and channels compared to the prior-year period.

Our financial performance also depends on our operational effectiveness and ability to fulfill orders in full

and on time.

Further, we may not be able to recapture missed opportunities in later periods, for example if the

opportunity is related to a significant grilling holiday like Memorial Day weekend, the Fourth of July, or Labor
Day weekend. Missed opportunities may also result in missing subsequent additional opportunities. Internal and
external operational issues therefore may impact the amount and variability of our results.

Seasonality

Generally, we expect to experience greater demand for certain of our products during the summer grilling

season. In 2022 and 2021, U.S. retail channel net revenues during the second quarter were 16% and 21%
higher than the first quarter, respectively. We expect to continue to see additional seasonality effects, especially
within our retail channel, with revenue contribution from this channel generally tending to be greater in the
second and third quarters of the year, along with increased levels of purchasing by customers ahead of
holidays, the impact of customer shelf reset activity and the timing of product restocking by our retail customers.
In addition, in an environment of uncertainty from recessionary and inflationary pressures, general softness in
the plant-based category, competition and other factors impacting our business, including uncertainty around
the long-term impacts of COVID-19, we are unable to assess the ultimate impact on the demand for our
products as a result of seasonality.

Gross Profit

Gross profit consists of our net revenues less cost of goods sold. Our cost of goods sold primarily consists

of the cost of raw materials and ingredients for our products, co-manufacturing fees, direct and indirect labor
and certain supply costs, in-bound and internal shipping and handling costs incurred in manufacturing our
products, warehouse storage fees, plant and equipment overhead, depreciation and amortization expense, cost
of packaging our products, inventory write-offs and reserves. Under certain circumstances, our cost of goods
sold may also include underutilization and/or termination fees associated with our co-manufacturing

59agreements. Over time, we expect our cost of goods sold in absolute dollars to increase as a result of
anticipated growth in our sales volume.

Subject to the recessionary and inflationary pressures, competition, general softness in the plant-based
category and other factors impacting our business, we continue to expect that gross profit and gross margin
improvements will be delivered primarily through:

•

implementation of lean value streams across our beef, pork and poultry platforms;

improved volume leverage and throughput;

reduced manufacturing conversion costs driven in part by optimization of our production network;

greater internalization and geographic localization of our manufacturing footprint;

finished goods, materials and packaging input cost reductions and scale of purchasing;

tolling fee efficiencies;

end-to-end production processes across a greater proportion of our manufacturing network;

scale-driven efficiencies in procurement and fixed cost absorption;

diversification of our core protein ingredients;

product and process innovations and reformulations;

cost-down initiatives through ingredient and process innovation; and

improved supply chain logistics and distribution costs.

Gross margin improvement may, however, continue to be negatively impacted by reduced capacity

utilization if demand for our products does not meet our expectations, investments in our production
infrastructure across the U.S., EU and China in advance of anticipated demand, investing in production
personnel, partnerships and product pipeline, aggressive pricing strategies and increased discounting,
increases in inventory reserves and potentially increased sales to the liquidation channel, changes in our
product and customer mix, expansion into new geographies and markets where cost and pricing structures may
differ from our existing markets, and underutilization fees and termination fees to exit certain supply chain
arrangements, driving less leverage on fixed costs and delaying the speed at which cost savings initiatives
impact our financial results. Gross margin improvement may also be negatively impacted by the impact of lower
demand forecast, inflation, increasing labor costs, materials costs and transportation costs.

Operating Expenses

Research and Development Expenses

Research and development expenses consist primarily of personnel and related expenses for our research

and development staff, including salaries, benefits, bonuses, share-based compensation, scale-up expenses,
depreciation and amortization expenses on research and development assets, and facility lease costs. Our
research and development efforts are focused on enhancements to our existing product formulations and
production processes in addition to the development of new products. We expect to continue to invest in
research and development over time, as research and development and innovation are core elements of our
business strategy, and we believe they represent a critical competitive advantage for us. We believe that we
need to continue to innovate in order to capture a larger share of consumers who typically eat animal-based
meats. We expect research and development expenses in 2023 to decrease from the levels in 2022 as a result
of the reduction in force implemented in October 2022 and as we focus on reducing and optimizing operating
expenses more broadly. Given our intention to reduce overall operating expenses and cash expenditures,

60subsequent to the year ended December 31, 2022, on February 14, 2023, we terminated the lease of our
Commerce, California commercialization center.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses consist primarily of selling, marketing and administrative expenses, including personnel

and related expenses, share-based compensation, outbound shipping and handling costs, non-manufacturing
lease expense, depreciation and amortization expense on non-manufacturing and non-research and
development assets, consulting fees and other non-production operating expenses. Marketing and selling
expenses include advertising costs, share-based compensation awards to brand ambassadors, costs
associated with consumer promotions, product donations, product samples and sales aids incurred to acquire
new customers, retain existing customers and build our brand awareness. Administrative expenses include
expenses related to management, accounting, legal, IT and other office functions. We expect SG&A expenses
in 2023 to decrease from the levels in 2022, as we focus on reducing and optimizing operating expenses more
broadly, including as part of the implementation of lean value streams across our beef, pork and poultry
platforms.

On August 3, 2022, we announced a reduction-in-force affecting approximately 4% of our global workforce.

This reduction-in-force is expected to result in total annualized savings of approximately $8 million, excluding
one-time separation costs of approximately $1 million, which we recorded in the third quarter of 2022 and
reflected within the SG&A and Research and Development expenses in the consolidated statement of
operations. On October 11, 2022, our Board of Directors approved a plan to reduce our workforce by an
additional approximately 200 employees, representing approximately an additional 19% of our total global
workforce, based on cost-reduction initiatives intended to reduce operating expenses. We incurred one-time
cash charges of approximately $4 million in connection with the reduction in force of October 2022, primarily
consisting of notice period and severance payments, employee benefits and related costs. The majority of these
charges were incurred in the fourth quarter of 2022, and the reduction-in-force was substantially completed by
the end of 2022.

Restructuring Expenses

In May 2017, management approved a plan to terminate an exclusive supply agreement with one of our co-

manufacturers. On October 18, 2022, the parties entered into a confidential written settlement agreement and
mutual release in connection with this matter. See Note 3, Restructuring, and Note 10, Commitments and
Contingencies, to the Notes to Consolidated Financial Statements, included elsewhere in this report.

Results of Operations

The following table sets forth selected items in our statements of operations for the periods presented:

(in thousands)
Net revenues ......................................................................................... $
Cost of goods sold ...............................................................................
Gross profit ............................................................................................
Research and development expenses .............................................
Selling, general and administrative expenses .................................
Restructuring expenses .......................................................................
Total operating expenses ....................................................................
Loss from operations ........................................................................... $

Year Ended December 31,

2022

2021

2020

418,933 $

464,700 $

406,785

442,676

(23,743)

62,264

239,505

17,259

347,419

117,281

66,946

209,474

15,794

284,510

122,275

31,535

133,655

6,430

319,028
(342,771) $

292,214
(174,933) $

171,620
(49,345)

The following table presents selected items in our statements of operations as a percentage of net

revenues for the periods presented:

Net revenues .........................................................................................
Cost of goods sold ...............................................................................
Gross profit ............................................................................................
Research and development expenses .............................................
Selling, general and administrative expenses .................................
Restructuring expenses .......................................................................
Total operating expenses ....................................................................
Loss from operations ...........................................................................

Year Ended December 31,

2022

2021

2020

100.0 %
105.7

(5.7)
14.9

57.2
4.1

76.2
(81.9) %

100.0 %
74.8

100.0 %
69.9

25.2
14.4

45.1
3.4

30.1
7.7

32.9
1.6

62.9
(37.7) %

42.2
(12.1) %

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Net Revenues

(in thousands)

U.S.:

Year Ended December 31,

Change

2022

2021

Amount

Retail ............................................................................ $
Foodservice ................................................................

U.S. net revenues
International:

234,744 $

243,360 $

69,289
304,033

76,475
319,835

(8,616)
(7,186)
(15,802)

(3.5) %
(9.4) %
(4.9) %

Retail ............................................................................ $
Foodservice ................................................................
International net revenues ...............................................

60,907 $
53,993
114,900

81,483 $ (20,576)
63,382
(9,389)
(29,965)
144,865

(25.3) %
(14.8) %
(20.7) %

Net revenues ...................................................................... $

418,933 $

464,700 $ (45,767)

(9.8) %

Net revenues in the year ended December 31, 2022 decreased by $45.8 million, or 9.8%, as compared to
the prior year primarily due to a 10.2% decrease in net revenue per pound including the impact of unfavorable
changes in foreign exchange rates, increased sales to liquidation channels and list price reductions in the U.S.
and EU. Net revenues from foodservice channel sales decreased 11.9%,with a greater portion of the decrease
from international foodservice channel sales. Net revenues from retail channel sales decreased 9.0% primarily
due to reduced pricing, higher trade discounts, unfavorable changes in foreign exchange rates and lower overall
demand as a result of a deceleration in growth of the plant-based meat category.

Net revenues from U.S. retail sales in the year ended December 31, 2022 decreased $8.6 million, or 3.5%,

as compared to the prior year. Total pounds sold increased 0.5%, offset by a decrease of 4.0% in net revenue
per pound attributable to lower pricing, including the impact of increased sales to liquidation channels, strategic
but limited list price reductions and higher trade discounts. By product, the decrease in U.S. retail channel net
revenues was primarily due to reduced sales of Beyond Burger and Beyond Dinner Sausage, partially offset by
sales to TPP of Beyond Meat Jerky introduced in the first quarter of 2022, which contributed $33.5 million in net
revenues.

Net revenues from U.S. foodservice sales in the year ended December 31, 2022 decreased $7.2 million, or

9.4%, as compared to the prior year primarily driven by a decrease of 7.5% in net revenue per pound and a

2.0% decrease in total pounds sold. The decrease in net revenue per pound was primarily due to higher trade
discounts and changes in sales mix. By product, the decrease in sales was primarily due to reduced sales of
Beyond Burger and Beyond Breakfast Sausage driven by the discontinuation of distribution at a certain
customer, partially offset by increased sales of chicken products, including sales to a large QSR customer and
sales of Beyond Chicken Tenders and Beyond Sausage. Beyond Meat branded products were available at
approximately 78,000 U.S. retail outlets and 43,000 U.S. foodservice outlets as of December 2022.

Net revenues from international retail sales in the year ended December 31, 2022 decreased $20.6 million,
or 25.3%, as compared to the prior year primarily driven by a 21.5% decrease in net revenue per pound and a
4.9% decrease in pounds sold. The decrease in net revenue per pound was primarily due to list price reductions
in the EU implemented in the first quarter of 2022, impact of unfavorable foreign exchange rates, increased
trade discounts and changes in sales mix. By product, the decrease in sales was primarily due to decreases in
sales of Beyond Burger, Beyond Sausage and Beyond Beef, partially offset by increases in sales of chicken
products, including Beyond Chicken Tenders, and Beyond Breakfast Sausage.

Net revenues from international foodservice channel sales in the year ended December 31, 2022
decreased $9.4 million, or 14.8%, as compared to the prior year primarily due to a 21.5% decrease in net
revenue per pound, partially offset by an 8.6% increase in pounds sold. The decrease in net revenue per pound
was mainly due to changes in sales mix, impact of unfavorable foreign exchange rates and increased trade
discounts. By product, the decrease in sales was primarily due to decreases in sales of Beyond Burger, Beyond
Beef Crumble and Beyond Beef, partially offset by increases in sales of chicken products, including Beyond
Chicken Tenders. Beyond Meat branded products were available at approximately 35,000 international retail
and 34,000 international foodservice outlets as of December 2022.

The following table presents volume of our products sold in pounds:

(in thousands)

U.S.:

Year Ended December 31,

Change

2022

2021

Amount

Retail .............................................................................
Foodservice .................................................................
International: ....................................................................
Retail .............................................................................
Foodservice .................................................................
Volume of products sold ...................................................

44,784
12,786

13,435
13,951
84,956

44,568
13,047

14,120
12,848
84,583

216
(261)

(685)
1,103
373

0.5 %
(2.0) %

(4.9) %
8.6 %
0.4 %

Cost of Goods Sold

(in thousands)
Cost of goods sold ............................................................ $

Year Ended December 31,

Change

2022

2021

Amount

442,676 $

347,419 $ 95,257

27.4 %

Cost of goods sold increased by $95.3 million, or 27.4%, in 2022 as compared to the prior year. As a
percentage of net revenues, cost of goods sold increased to 105.7% of net revenues in 2022 from 74.8% of
net revenues in the prior year. The increase in cost of goods sold was primarily due to increased cost per
pound and, to a lesser extent, increased pounds sold. The increase in cost per pound was primarily due to
higher manufacturing costs including depreciation, increased logistics costs, higher inventory reserves and
write-offs, and increased materials costs. In addition, the introduction of Beyond Meat Jerky in the first quarter
of 2022 negatively impacted cost per pound in 2022 compared to the prior year. Cost of goods sold in 2022
included underutilization fees and one-time termination costs associated with certain co-manufacturing

agreements in the amount of $9.1 million, in aggregate, as compared to amounts which were immaterial in
the prior year.

Cost of goods sold in 2022 included $22.6 million in write off of excess and obsolete inventories and
$1.0 million in write down of inventory to lower of cost or net realizable value. Cost of goods sold in 2021
included $12.5 million in write off of excess and obsolete inventories and $0.8 million in write down of inventory
to lower of cost or net realizable value.

Gross Profit and Gross Margin

(in thousands)
Gross (loss) profit .............................................................. $
Gross margin .....................................................................

Year Ended December 31,

Change

2022

2021

Amount

(23,743)

$ 117,281

(5.7) %

25.2 %

$ (141,024)
N/A

(120.2) %
N/A

Gross profit in 2022 was a loss of $23.7 million, or 5.7% of net revenues, as compared to gross profit of
$117.3 million, or 25.2% of net revenues, in the prior year, a decline of $141.0 million. Gross margin in the year
ended December 31, 2022 decreased to a negative gross margin of 5.7% from a positive gross margin of
25.2% in the prior year. Despite a 0.4% increase in total pounds sold, gross profit and gross margin decreased
primarily as a result of increased cost per pound of approximately $1.10 and decreased net revenue per pound
of approximately $0.56 in the year ended December 31, 2022 compared to the prior year. Beyond Meat Jerky
negatively impacted gross profit by approximately $19.3 million in the year ended December 31, 2022. Sales of
Beyond Meat Jerky and sales into the liquidation channel were both headwinds to gross profit compared to the
prior year. Approximately $9.1 million, in aggregate, of the underutilization fees and one-time termination costs
associated with certain co-manufacturing agreements, including $4.1 million associated with Beyond Meat
Jerky, negatively impacted gross profit in the year ended December 31, 2022. Gross profit per pound and gross
margin declined primarily due to decreased revenue per pound due to changes in product mix and higher trade
discounts, combined with increased manufacturing costs per pound including depreciation, higher logistics costs
and materials cost. As disclosed in Note 2, Summary of Significant Accounting Policies—Shipping and Handling
Costs, in the Notes to Consolidated Financial Statements included elsewhere in this report, we include
outbound shipping and handling costs within SG&A expenses. As a result, our gross profit and gross margin
may not be comparable to other entities that present all shipping and handling costs as a component of cost of
goods sold.

Research and Development Expenses

(in thousands)
Research and development expenses .......................... $

Year Ended December 31,

Change

2022

2021

Amount

62,264 $

66,946 $

(4,682)

(7.0) %

Research and development expenses decreased $4.7 million, or 7.0%, in 2022, as compared to the prior
year. Research and development expenses decreased primarily due to $7.1 million in lower scale-up expenses
compared to the prior year, partially offset by higher facility lease-related costs.

SG&A Expenses

(in thousands)
Selling, general and administrative expenses .............. $

Year Ended December 31,

Change

2022

2021

Amount

239,505 $

209,474 $ 30,031

14.3 %

SG&A expenses increased by $30.0 million, or 14.3%, in 2022, as compared to the prior year. The increase

was primarily due to $12.8 million in higher marketing programs-related expenses including advertising costs
incurred to raise awareness of our products both domestically and internationally; $11.2 million in higher

64salaries and related expenses resulting from a higher headcount through the first three quarters of 2022 and
severance-related expenses in the fourth quarter of 2022 associated with the October 2022 reduction in force;
and $5.6 million in higher product donations.

Restructuring Expenses

As a result of the termination in May 2017 of an exclusive supply agreement with one of our co-

manufacturers due to non-performance under the agreement, we recorded restructuring expenses of
$17.3 million and $15.8 million in 2022 and 2021, respectively, primarily related to legal and other expenses
associated with the dispute. As of December 31, 2022 and 2021, there were $0.7 million and $2.7 million,
respectively, in accrued unpaid liabilities associated with this contract termination primarily representing legal
fees. On October 18, 2022, the parties entered into a confidential written settlement agreement and mutual
release in connection with this matter. See Note 3, Restructuring, and Note 10, Commitments and
Contingencies, to the Notes to Consolidated Financial Statements, included elsewhere in this report.

Loss from Operations

Loss from operations in 2022 was $342.8 million compared to loss from operations of $174.9 million in the

prior year. In addition to the decline in gross profit, the increase in loss from operations was also driven by
higher SG&A and restructuring expenses, partially offset by lower research and development expenses.

Total Other Expense, Net

Total other expense, net in the year ended December 31, 2022 of $4.4 million consisted primarily of
$4.0 million in interest expense from amortization of debt issuance costs and $4.9 million in foreign currency
transaction losses, partially offset by $4.5 million in interest income. Total other expense, net in the year ended
December 31, 2021 of $4.1 million consisted primarily of $3.6 million in interest expense from amortization of
debt issuance costs, $1.0 million in loss on extinguishment of debt and $0.2 million in foreign currency
transaction losses, partially offset by $0.2 million in interest income and $1.1 million in subsidies received from
the Jiaxing Economic Development Zone Finance Bureau related to our investment in our subsidiary, Beyond
Meat (Jiaxing) Food Co., Ltd. (“BYND JX”).

Income Tax Expense

For 2022 and 2021, we recorded an income tax expense of $32,000 and $60,000, respectively. These
amounts primarily consist of income taxes for state jurisdictions which have minimum tax requirements. No tax
benefit was provided for losses incurred because those losses were offset by a full valuation allowance.

Net Loss

Net loss was $366.1 million in 2022 compared to $182.1 million in the prior year. This increase in net loss

was driven by the year-over-year decrease in gross profit and increase in operating expenses.

Non-GAAP Financial Measures

We use the non-GAAP financial measures set forth below in assessing our operating performance and in

our financial communications. Management believes these non-GAAP financial measures provide useful
additional information to investors about current trends in our operations and are useful for period-over-period
comparisons of operations. In addition, management uses these non-GAAP financial measures to assess
operating performance and for business planning purposes. Management also believes these measures are
widely used by investors, securities analysts, rating agencies and other parties in evaluating companies in our
industry as a measure of our operational performance. These non-GAAP financial measures should not be
considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP
financial measures may not be computed in the same manner as similarly titled measures used by other
companies.

65“Adjusted EBITDA” is defined as net loss adjusted to exclude, when applicable, income tax (benefit)
expense, interest expense, depreciation and amortization expense, restructuring expenses, share-based
compensation expense, expenses attributable to COVID-19, and Other, net, including interest income, loss on
extinguishment of debt and foreign currency transaction gains and losses.

“Adjusted EBITDA as a % of net revenues” is defined as Adjusted EBITDA divided by net revenues.

There are a number of limitations related to the use of Adjusted EBITDA and Adjusted EBITDA as a % of

net revenues rather than their most directly comparable GAAP measures. 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 expenses attributable to COVID-19 that reduce cash available to us;

Adjusted EBITDA does not reflect share-based compensation expense and therefore does not include
all of our compensation costs;

Adjusted EBITDA does not reflect Other, net, including interest income, loss on extinguishment of debt
and foreign currency transaction gains and losses, 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.

66The following table presents the reconciliation of Adjusted EBITDA to its most comparable GAAP measure,

net loss, as reported (unaudited):

(in thousands)

Year Ended December 31,

2022

2021

2020

Net loss, as reported ............................................................................... $ (366,137)

$ (182,105)

$ (52,752)

Income tax expense ................................................................................

Interest expense ......................................................................................

Depreciation and amortization expense ..............................................
Restructuring expenses(1)

......................................................................

Share-based compensation expense ..................................................

Expenses attributable to COVID-19 .....................................................
Other, net(2)

...............................................................................................

3,966

32,582

17,259

33,857

—

420

3,648

21,663

15,794

27,698

—

487

2,576

13,299

6,430

27,279

14,137

759

Adjusted EBITDA ..................................................................................... $ (278,021)

$ (112,755)

$ 11,800

Net loss as a % of net revenues ...........................................................

Adjusted EBITDA as a % of net revenues ...........................................

(87.4) %

(66.4) %

(39.2) %

(24.3) %

(13.0) %

2.9 %

_____________

(1) Primarily comprised of legal and other expenses associated with the dispute with a co-manufacturer with whom an

(2)

exclusive supply agreement was terminated in May 2017. See Note 3, Restructuring, and Note 10, Commitments and
Contingencies, to the Notes to Consolidated Financial Statements, included elsewhere in this report.
Includes $4.9 million and $0.2 million in net foreign currency transaction losses in 2022 and 2021, respectively. Also
includes $1.0 million in loss on extinguishment of debt associated with termination of the Company’s credit facility in
2021.

Liquidity and Capital Resources

Convertible Senior Notes

On March 5, 2021, we issued $1.0 billion aggregate principal amount of our 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. The initial purchasers of the Convertible Notes exercised their option to purchase an
additional $150.0 million aggregate principal amount of our 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 initial conversion price of the Notes is $206.00 per share of common stock,
which represents a premium of approximately 47.5% over the closing price of the Company’s common stock on
March 2, 2021. The Notes will mature on March 15, 2027, unless earlier repurchased, redeemed or converted.
The Notes were issued pursuant to, and are governed by, an indenture, dated as of March 5, 2021 (the
“Indenture”), between us and U.S. Bank National Association, as trustee (the “Trustee”). We used $84.0 million
of the net proceeds from the sale of the Notes to fund the cost of entering into capped call transactions,
described below. The proceeds from the issuance of the Notes were approximately $1.0 billion, net of capped
call transaction costs of $84.0 million and debt issuance costs totaling $23.6 million. See Note 7, Debt, to the
Notes to Consolidated Financial Statements included elsewhere in this report.

Capped Call Transactions

On March 2, 2021, in connection with the pricing of the offering of the Convertible Notes, we entered into

capped call transactions (the “Base Capped Call Transactions”) with the option counterparties and used
$73.0 million in net proceeds from the sale of the Convertible Notes to fund the cost of the Base Capped Call
Transactions. On March 12, 2021, in connection with the Additional Notes, we entered into capped call
transactions (the “Additional Capped Call Transactions”) with the option counterparties and used $11.0 million of
the net proceeds from the sale of the Additional Notes to fund the cost of the Additional Capped Call
Transactions. The Base Capped Call Transactions and the Additional Capped Call Transactions (collectively, the
“Capped Call Transactions”) cover, subject to customary adjustments, the aggregate number of shares of our
common stock that will initially underlie the Notes, and are expected generally to reduce potential dilution to our
common stock upon any conversion of Notes and/or offset any cash payments we may make in excess of the
principal amount of the converted Notes, as the case may be, with such reduction and/or offset subject to a cap,
based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is
$279.32, which represents a premium of 100% over the last reported sale price of our common stock on March
2, 2021. The aggregate $84.0 million paid for the Capped Call Transactions was recorded as a reduction to
APIC. See Note 7, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report.

Revolving Credit Facility

On March 2, 2021, we terminated our secured revolving credit agreement, dated as of April 21, 2020 (the
“Credit Agreement”), among the Company, as borrower, the lenders party thereto and JPMorgan Chase Bank,
N.A., as the administrative agent, and in connection with such termination: (i) all borrowings outstanding under
the Credit Agreement were repaid in full by the Company; and (ii) all liens and security interests under the Credit
Agreement in favor of the lenders thereunder were released. See Note 7, Debt, to the Notes to Consolidated
Financial Statements included elsewhere in this report.

Liquidity Outlook

In 2023, our cash from operations could be affected by various risks and uncertainties, including, but not

limited to, the risks detailed in Part I, Item 1A, “Risk Factors,” and “Note Regarding Forward-Looking
Statements” included elsewhere in this report. The COVID-19 pandemic, inflation, rising interest rates, overall
economic conditions and hostilities in Eastern Europe have led to increased disruption and volatility in capital
markets and credit markets generally which could adversely affect our liquidity and capital resources in the
future. However, based on our current business plan, we believe that our existing cash balances along with our
anticipated cash flow from operations will be sufficient to finance our operations and meet our foreseeable cash

68requirements through at least the next twelve months. In the future, we may raise funds by issuing debt or
equity securities. The sale of additional equity would result in additional dilution to our stockholders. The
incurrence of debt financing would result in debt service obligations and the instruments governing such debt
could provide for operating and financing covenants that would restrict our operations. Our cash requirements
under our significant contractual obligations and commitments are listed below in the section titled “Contractual
Obligations and Commitments.” In addition, our ability to meet our cash flow positive targets is subject to a
number of assumptions and uncertainties, including, without limitation, our ability to reduce costs and achieve
positive gross margins; our ability to meet certain revenue and operating expense targets, which may be subject
to factors beyond our control; and our ability to monetize inventory and manage working capital.

Our future capital requirements may vary materially from those currently planned and will depend on many

factors, including our rate of revenue growth; the successful implementation of the cost-reduction initiatives
described elsewhere in this report; timing to adjust our supply chain and cost structure in response to material
fluctuations in product demand; the number and characteristics of any additional products or manufacturing
processes we develop or acquire to serve new or existing markets; our investment in and build out of our
Campus Headquarters; the expenses associated with our marketing initiatives; any continued impacts of the
COVID-19 pandemic; our investment in manufacturing and facilities to expand our manufacturing and
production capacity; our investments in real property and joint ventures; the costs required to fund domestic and
international operations and growth; the scope, progress, results and costs of researching and developing future
products or improvements to existing products or manufacturing processes; any lawsuits related to our products
or commenced against us or our directors and officers; the expenses needed to attract and retain skilled
personnel; the costs associated with being a public company; the costs involved in preparing, filing, prosecuting,
maintaining, defending and enforcing intellectual property claims, including litigation costs and the outcome of
such litigation; and the timing, receipt and amount of sales of, or royalties on, any future approved products, if
any.

We expect our operating expenses in 2023 to decrease from the levels in 2022, as we focus on reducing

and optimizing operating expenses more broadly. We incurred one-time cash charges of approximately
$4 million in connection with the October 2022 reduction in force, primarily consisting of notice period and
severance payments, employee benefits and related costs. The majority of these charges were incurred in the
fourth quarter of 2022, and the reduction-in-force was substantially completed by the end of 2022.

Sources of Liquidity

Our primary cash needs are for operating expenses, working capital and capital expenditures to support our

business. Prior to our IPO, we financed our operations through private sales of equity securities and through
sales of our products. Since our inception and through our IPO, we raised a total of $199.5 million from the sale
of convertible preferred stock, including through sales of convertible notes which were converted into preferred
stock, net of costs associated with such financings. In connection with our IPO, we sold an aggregate of
11,068,750 shares of our common stock at a public offering price of $25.00 per share and received
approximately $252.4 million in net proceeds. On August 5, 2019, we completed a secondary public offering of
our common stock in which we sold 250,000 shares and certain selling stockholders sold 3,487,500 shares. We
sold 250,000 shares of our common stock at a public offering price of $160.00 per share and received
approximately $37.4 million in net proceeds.

In March 2021, we issued $1.2 billion in aggregate principal amount of Notes as discussed above. As of
December 31, 2022, we had $309.9 million in unrestricted cash and cash equivalents and restricted cash of
$12.6 million securing the letter of credit to support the development and leasing of our Campus Headquarters.

69Cash Flows

The following table presents the major components of net cash flows used in and provided by operating,

investing and financing activities for the periods indicated.

(in thousands)

Cash (used in) provided by:

Year Ended December 31,

2022

2021

2020

Operating activities ................................................................................ $ (320,244) $ (301,370) $
Investing activities ................................................................................. $
(87,527) $ (147,479) $
Financing activities ................................................................................ $

276 $ 1,022,322 $

(39,995)
(74,900)

(1,762)

Net Cash Used in Operating Activities

For the year ended December 31, 2022, we incurred a net loss of $366.1 million, which was the primary
reason for net cash used in operating activities of $320.2 million. Net cash outflows from changes in operating
assets and liabilities were primarily due to $55.1 million in cash outflows associated with the prepaid lease costs
for the Campus Lease (see Note 10, Commitments and Contingencies, to the Notes to Consolidated Financial
Statements included elsewhere in this report), payments toward accounts payable and a decrease in accrued
expenses. The net cash outflows were partially offset by a decrease in accounts receivable, prepaid expenses
and other assets and decrease in inventory. Net loss for the year ended December 31, 2022, included
$100.1 million in non-cash expenses primarily comprised of share-based compensation expense, depreciation
and amortization expense, non-cash lease expense, unrealized loss on foreign currency transactions and
amortization of debt issuance costs.

For the year ended December 31, 2021, we incurred a net loss of $182.1 million, which was the primary
reason for net cash used in operating activities of $301.4 million. Net cash outflows from changes in operating
assets and liabilities were primarily due to the increase in all three classes of inventory, cash outflows
associated with the escrow payments for the Campus Lease, increase in prepaid expenses and other assets
and increase in accounts receivable. The net cash outflows were partially offset by an increase in accounts
payable and accrued expenses. Net loss for the year ended December 31, 2021 included $60.3 million in non-
cash expenses primarily comprised of share-based compensation expense, depreciation and amortization
expense, non-cash lease expense, amortization of debt issuance costs and loss on extinguishment of debt.

Depreciation and amortization expense was $32.6 million and $21.7 million in the years ended

December 31, 2022 and 2021, respectively.

Net Cash Used in Investing Activities

Net cash used in investing activities primarily relates to capital expenditures to support our growth and

investment in property, plant and equipment.

For the year ended December 31, 2022, net cash used in investing activities was $87.5 million and

consisted of $70.5 million in cash outflows for purchases of property, plant and equipment, primarily driven by
continued investments in production equipment and facilities related to our capacity expansion initiatives and
international expansion, and $13.3 million for investment in TPP.

For the year ended December 31, 2021, net cash used in investing activities was $147.5 million and

consisted of $136.0 million in cash outflows for purchases of property, plant and equipment, primarily driven by
continued investments in production equipment and facilities related to our capacity expansion initiatives and
international expansion, $11.0 million for investment in TPP.

70Net Cash Provided by Financing Activities

For the year ended December 31, 2022, net cash provided by financing activities was $0.3 million primarily

from $1.6 million in proceeds from stock option exercises, partially offset by $1.1 million in payments of
minimum withholding taxes on net share settlement of equity awards and payments under finance lease
obligations.

For the year ended December 31, 2021, net cash provided by financing activities was $1.0 billion primarily
from the proceeds of the Notes of $1.1 billion net of purchased capped call transaction amounts and $8.1 million
in proceeds from stock option exercises, partially offset by repayment of our revolving credit facility balance of
$25.0 million, debt issuance costs of $23.6 million associated with the Notes, $3.1 million in payments of
minimum withholding taxes on net share settlement of equity awards and payments under finance lease
obligations.

Contractual Obligations and Commitments

Convertible Senior Notes

On March 5, 2021, we issued $1.0 billion aggregate principal amount of Convertible Notes and on March

Leases

On January 14, 2021, we entered into the Campus Lease with HC Hornet Way, LLC, a Delaware limited
liability company (the “Landlord”), to house our Campus Headquarters. Although we are involved in the design
of the tenant improvements of the Campus Headquarters, we do not have title or possession of the assets
during construction. In addition, we do not have the ability to control the leased Campus Headquarters until
each phase of the tenant improvements is complete. We contributed $55.1 million and $59.2 million in
payments towards the construction of the Campus Headquarters in the years ended December 31, 2022 and
2021, respectively. These payments are initially recorded in “Prepaid lease costs, non-current” in the Company’s
consolidated balance sheet and will ultimately be recorded as a component of a right-of-use asset upon lease
commencement for each phase of the lease. During 2022, the tenant improvements associated with Phase 1-A
were completed and the underlying asset was delivered to us. As such, upon the commencement of Phase 1-A,
we 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. Aggregate payments towards base rent over the initial lease term associated with the remaining phases
not yet delivered to us will be approximately $118.4 million.

Concurrent with our execution of the Campus Lease, as a security deposit, we delivered to the Landlord a
letter of credit in the amount of $12.5 million. The letter of credit is secured by a $12.6 million deposit reflected
in our consolidated balance sheet as “Restricted cash” as of December 31, 2022. See Note 4, Leases, and Note
10, Commitments and Contingencies, to the Notes to Consolidated Financial Statements included elsewhere in
this report.

China Investment and Lease Agreement

On September 22, 2020, we and our subsidiary, 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 we have agreed to guarantee certain repayment obligations of
BYND JX under such agreement.

71During Phase 1, we agreed to invest $10.0 million as the registered capital of BYND JX in the JXEDZ
through an intercompany investment in BYND JX and BYND JX agreed to lease a facility in the JXEDZ for a
minimum of two years. In connection with such agreement, BYND JX entered into a factory leasing contract with
an affiliate of the JX Committee, pursuant to which BYND JX agreed to lease and renovate a facility in the
JXEDZ for a minimum of two years. In 2022, we amended the lease to extend the term for an additional five
years without rent escalation. In the fourth quarter of 2021, BYND JX leased an approximately 12,000 square
foot facility in Shanghai, China, for a period of eight years, which is used as a local research and development
facility to support the local manufacturing operations.

In the event that we and BYND JX determine, in our 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, we and BYND
JX may determine, in our sole discretion, to permit BYND JX to obtain a second state-owned land plot in the
JXEDZ in order to construct an additional facility thereon. See Note 10, Commitments and Contingencies, to the
Notes to Consolidated Financial Statements included elsewhere in this report.

In the year ended December 31, 2022 and 2021, we received $0 and $1.1 million, respectively, in subsidies
related to our investment in BYND JX from JXEDZ Finance Bureau. As of December 31, 2022, we had invested
$22.0 million as the registered capital of BYND JX and advanced $20.0 million to BYND JX. See Note 10,
Commitments and Contingencies, to the Notes to Consolidated Financial Statements included elsewhere in this
report.

The Planet Partnership

On January 25, 2021, we entered into TPP, a joint venture with PepsiCo, Inc., to develop, produce and
market innovative snack products made from plant-based protein. We recognized our share of the net losses in
TPP in the amount of $18.9 million and $3.0 million for the year ended December 31, 2022 and 2021,
respectively. For the years ended December 31, 2022 and 2021, we contributed our share of the investment in
TPP of $13.3 million and $11.0 million, respectively. Subsequent to the year ended December 31, 2022, we
contributed an additional $3.3 million as our share of the additional investment in TPP.

In the fourth quarter of 2022, we began taking steps to restructure certain contracts and operating activities

related to Beyond Meat Jerky. Such activities are expected to continue through most of 2023.

Purchase Commitments

On July 27, 2022, we entered into an agreement to purchase certain property on a neighboring site to our
manufacturing facility in Europe located in Enschede, the Netherlands, for cash consideration of approximately
€6.3 million, of which a €0.9 million deposit was made during 2022. The purchase is expected to close in the
second half of 2023.

We have a multi-year agreement with Roquette for the supply of pea protein which expires on December
31, 2023. The plant-based protein sourced under the supply agreement is secured on a purchase order basis
regularly, per specified minimum monthly and semi-annual quantities, throughout the term. We are not required
to purchase plant based protein in amounts in excess of such specified minimum quantities; however the
Company has the option to increase such minimum quantities for delivery. The total annual amount purchased
each year by us must be at least the minimum amount specified in the agreement, which totals in the aggregate
$154.1 million over the term of the agreement. We also have the right to be indemnified by Roquette in certain
circumstances. As of December 31, 2022, we had committed to purchase pea protein inventory totaling
$40.2 million in 2023.

As of December 31, 2022, we had $84.6 million in fee commitments to manufacture products at a co-
manufacturer’s facility over a 5-year term (see Note 10, Commitments and Contingencies, to the Notes to
Consolidated Financial Statements included elsewhere in this report). In addition, as of December 31, 2022, we

72had approximately $28.8 million in purchase order commitments for capital expenditures primarily to purchase
machinery and equipment, including the Enschede facility. Payments for these purchases will be due within
twelve months of December 31, 2022.

The following table summarizes our significant contractual obligations as of December 31, 2022:

............ $

................

(in thousands)
Operating lease obligations(1)(2)
Financing lease obligations(3)
Convertible debt(4)
Purchase commitments—inventory(5)
Purchase commitments—assets(6)
Co-manufacturer commitments(7)
TPP(8)

........................................................

.........

......

................................... 1,133,608

Payments Due by Period

Total

Less Than
One Year

1-3 Years

3-5 Years

More Than
Five Years

92,581 $

7,027 $

13,922 $

12,726 $

58,906

738

40,156

28,785

84,624

3,250

244

—

40,156

28,785

10,068

3,250

387

107

—

1,133,608

—

23,640

50,916

—

Total ........................................................ $ 1,383,742 $

89,530 $

37,949 $ 1,197,357 $

58,906

___________________

(1)

Includes lease payments for our former Manhattan Beach Project Innovation Center, obligations under the Campus
Lease relating to Phase 1-A, our manufacturing facilities in Columbia, Missouri, our commercialization center in
Commerce, California, and all other operating lease obligations. Subsequent to the year ended December 31, 2022,
on February 14, 2023, the lease on our commercialization center in Commerce, California was terminated. See Note
14, Subsequent Event, to the Notes to Consolidated Financial Statements included elsewhere in this report.

(2) Excludes obligations under Campus Lease, except for those relating to Phase 1-A. See Note 10, Commitments and

Contingencies, to the Notes to Consolidated Financial Statements included elsewhere in this report.

(3) Consists of payments under various financing leases for certain equipment.
(4)

Includes principal amount under our Notes issued March 2021. See Note 7, Debt, to the Notes to Consolidated
Financial Statements included elsewhere in this report.
(5) Consists of commitments to purchase pea protein inventory.
(6) Consists of commitments to purchase property, plant and equipment, including the commitment to purchase the

Enschede facility.

(7) Consists of commitments to co-manufacturer.
(8) Consists of 2023 investment in TPP.

Segment Information

We have one operating segment and one reportable segment, as our CODM, who is our Chief Executive
Officer, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating
financial performance.

Critical Accounting Policies and Estimates

In preparing our financial statements in accordance with GAAP, we are required to make estimates and

assumptions that affect the amounts of assets, liabilities, revenue, costs and expenses, and disclosure of
contingent assets and liabilities that are reported in the financial statements and accompanying disclosures. We
evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience
and various other assumptions that we believe to be reasonable under the circumstances. Our actual results
may differ from these estimates and assumptions. To the extent that there are differences between our
estimates and actual results, our future financial statement presentation, financial condition, results of
operations and cash flows will be affected.

We believe that the estimates, assumptions and judgments involved in the accounting policies described
below have the greatest potential impact on our financial statements because they involve the most difficult,

subjective or complex judgments about the effect of matters that are inherently uncertain. Therefore, we
consider these to be our critical accounting policies. Accordingly, we evaluate our estimates and assumptions
on an ongoing basis. Our actual results may differ from these estimates and assumptions. See Note 2,
Summary of Significant Accounting Policies, to the Notes to Consolidated Financial Statements included
elsewhere in this report for information about these critical accounting policies as well as a description of our
other accounting policies.

Revenue Recognition

Our revenues are generated through sales of our products to distributors or customers. Revenue is
recognized at the point in which the performance obligation under the terms of a contract with the customer
have been satisfied and control has transferred. The Company’s performance obligation is typically defined as
the accepted purchase order, the direct-to-consumer order, or the contract, with the customer which requires the
Company to deliver the requested products at agreed upon prices at the time and location of the customer’s
choice. The Company generally does not offer warranties or a right to return on the products it sells except in
the instance of a product recall or other limited circumstances.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for
fulfilling the performance obligation. Sales and other taxes the Company collects concurrent with the sale of
products are excluded from revenue. The Company's normal payment terms vary by the type and location of its
customers and the products offered. The time between invoicing and when payment is due is not significant.
None of the Company's customer contracts as of December 31, 2022 contains a significant financing
component.

The Company routinely offers sales discounts and promotions through various programs to its customers
and consumers. These programs include rebates, temporary on-shelf price reductions, off-invoice discounts,
retailer advertisements, product coupons and other trade activities. Provision for discounts and incentives are
recorded in the same period in which the related revenues are recognized. 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. The offsetting charge is recorded as a reduction of revenues in the same period
when the expense is incurred.

The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the
amortization period of the assets that the Company otherwise would have recognized is one year or less. The
incremental cost to obtain contracts was not material.

Inventories and Cost of Goods Sold

Inventories are recorded at lower of cost or net realizable value. The Company accounts for inventory using

the weighted average cost method. In addition to product cost, inventory costs include expenditures such as
direct labor and certain supply and overhead expenses including in-bound shipping and handling costs incurred
in bringing the inventory to its existing condition and location. Inventories are comprised primarily of raw
materials, direct labor and overhead costs. Weighted average cost method is used to absorb raw materials,
direct labor, and overhead into inventory. The Company reviews inventory quantities on hand and records a
provision for excess and obsolete inventory based primarily on historical and forecasted demand, estimated
shelf life of various raw materials and packaging, work in process and finished goods inventory, as well as the
age of the inventory, among other factors.

Recently Adopted Accounting Pronouncements

Please refer to Note 2, Summary of Significant Accounting Policies, to the Notes to Consolidated Financial
Statements included elsewhere in this report for a discussion of recently adopted accounting pronouncements
and new accounting pronouncements that may impact us.

74ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks in the ordinary course of our business, including fluctuations in

interest rates, raw material prices, foreign currency exchange fluctuations and inflation as follows:

Interest Rate Risk

Our cash consists of amounts held by third-party financial institutions. Our investment policy has as its

primary objective investment activities which preserve principal without significantly increasing risk.

On March 2, 2021, we terminated our revolving credit facility. In the year ended December 31, 2021, we
incurred $0.3 million in interest expense related to our bank credit facilities. Upon termination of the revolving
credit facility, unamortized debt issuance costs of $1.0 million associated with the revolving credit facility were
written off as “Loss on extinguishment of debt,” which is included in “Other, net” in our consolidated statement of
operations for the year ended December 31, 2021.

On March 5, 2021, we issued $1.0 billion aggregate principal amount of Convertible Notes and on March

16, 2021, we issued $150.0 million aggregate principal amount of Additional Notes. The proceeds from the
issuance of the Notes were approximately $1.0 billion, net of capped call transaction costs of $84.0 million and
debt issuance costs totaling $23.6 million. See Note 7, Debt, to the Notes to Consolidated Financial Statements
included elsewhere in this report. The Notes do not bear regular interest, and the principal amount of the Notes
do not accrete. However, special interest and additional interest may accrue on the Notes at a rate per annum
not exceeding 0.50% (subject to certain exceptions) upon the occurrence of certain events relating to the failure
to file certain SEC reports or to remove certain restrictive legends from the Notes.

Ingredient Risk

We are exposed to risk related to the price and availability of our ingredients because our profitability is
dependent on, among other things, our ability to anticipate and react to raw material and food costs. Currently,
the main ingredient in our products is pea protein, which is sourced from peas grown in the United States,
France and Canada. The prices of pea protein and other ingredients we use are subject to many factors beyond
our control, such as the number and size of farms that grow yellow peas, the vagaries of the farming
businesses, including poor harvests due to adverse weather conditions, natural disasters and pestilence, and
changes in national and world economic conditions, including as a result of COVID-19. In addition, we purchase
some ingredients and other materials offshore, and the price and availability of such ingredients and materials
may be affected by political events or other conditions in these countries or tariffs or trade wars.

During the year ended December 31, 2022, a hypothetical 10% increase or 10% decrease in the weighted-

average cost of pea protein, our primary ingredient, would have resulted in an increase of approximately
$3.1 million, or a decrease of approximately $3.1 million, respectively, to cost of goods sold. We are working to
diversify our sources of supply and intend to enter into long-term contracts to better ensure stability of prices of
our raw materials. As of December 31, 2022, we had a multi-year sales agreement with Roquette which expires
in December 2023. See Note 10, Commitments and Contingencies, to the Notes to Consolidated Financial
Statements included elsewhere in this report.

Foreign Currency Risk

We are exposed to foreign currency risks that arise from normal business operations. These risks include
the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with
intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a location's
functional currency. Our foreign entities use their local currency as the functional currency. For these entities,
we translate net assets into U.S. dollars at period end exchange rates, while revenue and expense accounts are
translated at average exchange rates prevailing during the periods being reported. Resulting currency
translation adjustments are included in “Accumulated other comprehensive income” and foreign currency
transaction gains and losses are included in “Other, net.” Transaction gains and losses on long-term intra-entity
transactions are recorded as a component of “Other comprehensive loss.” Transactions denominated in a

75currency other than the reporting entity’s functional currency may give rise to transaction gains and losses that
impact our results of operations.

Our foreign exchange risk is primarily related to our intercompany balances denominated in various foreign
currencies. We have exposure to the European Euro and the Chinese Yuan. Unrealized translation losses, net
of tax, reported as cumulative translation adjustments through “Other comprehensive loss” were $4.2 million
and $2.3 million for the years ended December 31, 2022 and 2021, respectively. Foreign currency transaction
losses included in “Other, net” were $4.9 million and $0.2 million, respectively, in the years ended December 31,
2022 and 2021.

Based on the intercompany balances as of December 31, 2022, an assumed 5% or 10% adverse change to
foreign exchange rates would result in a loss of approximately $4.4 million or $8.8 million, respectively, recorded
in “Other, net.”

Inflation Risk

Although we have seen inflation in certain raw materials, and in the cost of logistics and labor, we do not
believe that inflation has had a material effect on the costs of our inputs to date. Although difficult to quantify, we
believe inflation is likely having an adverse effect on our end customers’ ability to purchase our products,
resulting in decreased sales. If our costs were to become subject to significant inflationary pressures, we may
not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm
our business, results of operations and financial condition. For additional information, see Risk Factors—Risks
Related to Our Business—Inflationary price pressures of raw materials, labor, transportation, fuel or other inputs
used by us and our suppliers, including the effects of rising interest rates, could negatively impact our business
and results of operations.

76ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm .................................. (PCAOB ID:34)
Consolidated Balance Sheets ...................................................................................................................
Consolidated Statements of Operations .................................................................................................
Consolidated Statements of Comprehensive Loss ...............................................................................
Consolidated Statements of Stockholders’ (Deficit) Equity ..................................................................
Consolidated Statements of Cash Flows ................................................................................................
Notes to Consolidated Financial Statements .........................................................................................

Page

78
80
81
82
83
84
86

77REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Beyond Meat, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Beyond Meat, Inc. and subsidiaries (the
"Company") as of December 31, 2022 and 2021, the related consolidated statements of operations,
comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the three years in the period
ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as
of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the
United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022,
based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2023, expressed an
unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on the Company's financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1) relates
to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any
way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.

Inventory — Provision for Excess and Obsolete Inventory — Refer to Notes 2 and 5 to the financial
statements

Critical Audit Matter Description

The Company accounts for inventory using the weighted average cost method and records inventory at the
lower of cost or net realizable value.

78The inventory balance as of December 31, 2022, was $235.7 million. The provision for excess and obsolete
inventory recorded as of December 31, 2022, was $17.8 million. The determination of the provision to be
recorded for excess and obsolete inventory requires management to evaluate historical demand for and the age
of existing inventory quantities on hand, as well as make significant estimates and assumptions regarding
forecasts of future demand for the Company’s products and the shelf life of various raw materials and
packaging, work in process, and finished goods.

We identified the provision for excess and obsolete inventory as a critical audit matter because of the high
degree of auditor judgment and effort required when performing audit procedures to evaluate management’s
estimates and assumptions described above due to their subjective nature.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the provision for excess and obsolete inventory included the following, among
others:

• We obtained an understanding of the process and assumptions used by management to determine the

provision for excess and obsolete inventory.

• We evaluated the appropriateness of key inputs supporting management's estimate, including historical

demand levels, the age of existing quantities on hand, forecasts of future demand, and shelf life.

• We evaluated trends in the recorded inventory balance and inventory turnover ratio.

• We tested the mathematical accuracy of management's key calculations supporting the provision recorded.

/s/ Deloitte & Touche LLP

Los Angeles, California
March 1, 2023

We have served as the Company's auditor since 2015.

79BEYOND MEAT, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share data)

December 31,

2022

2021

Assets
Current assets:

Cash and cash equivalents ........................................................................ $
Accounts receivable, net ............................................................................
Inventory .......................................................................................................
Prepaid expenses and other current assets ............................................
Assets held for sale .....................................................................................
Total current assets ..................................................................................
Restricted cash ................................................................................................
Property, plant, and equipment, net .............................................................
Operating lease right-of-use assets .............................................................
Prepaid lease costs, non-current ..................................................................
Other non-current assets, net .......................................................................
Investment in unconsolidated joint venture .................................................
Total assets ........................................................................................... $

309,922 $

34,198
235,696
20,700
5,943
606,459
12,627
257,002
87,595
85,472
10,744
2,325
1,062,224 $

733,294
43,806
241,870
33,078
—
1,052,048
—
226,489
26,815
59,188
6,836
8,023
1,379,399

Liabilities and stockholders’ (deficit) equity:
Current liabilities:

Accounts payable ........................................................................................ $
Current portion of operating lease liabilities ............................................
Accrued expenses and other current liabilities ....................................
Total current liabilities .............................................................................. $

55,300 $

3,812
16,729
75,841 $

69,040
4,458
20,691
94,189

Long-term liabilities:

Convertible senior notes, net ..................................................................... $
Operating lease liabilities, net of current portion ....................................
Finance lease obligations and other long term liabilities .......................
Total long-term liabilities ............................................................................. $

1,133,608 $
55,854
469

1,189,931 $

1,129,674
22,599
442
1,152,715

Commitments and contingencies (Note 10)
Stockholders’ (deficit) equity:
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 at December 31, 2022 and 2021; 63,773,982 and
63,400,899 shares issued and outstanding at December 31, 2022
and 2021, respectively ................................................................................
Additional paid-in capital ................................................................................
Accumulated deficit .........................................................................................
Accumulated other comprehensive loss ......................................................
Total stockholders’ (deficit) equity ............................................................. $
Total liabilities and stockholders’ (deficit) equity .............................. $

— $

—

6
544,357
(743,109)
(4,802)
(203,548) $
1,062,224 $

6
510,014
(376,972)
(553)
132,495
1,379,399

The accompanying notes are an integral part of these consolidated financial statements.

BEYOND MEAT, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except share and per share data)

Net revenues .................................................................. $
Cost of goods sold .........................................................
Gross (loss) profit ...........................................................
Research and development expenses .......................
Selling, general and administrative expenses ...........
Restructuring expenses ................................................
Total operating expenses ..............................................
Loss from operations .....................................................
Other expense, net:
Interest expense .............................................................
Other, net .........................................................................
Total other expense, net ...............................................
Loss before taxes ...........................................................
Income tax expense ......................................................
Equity in losses of unconsolidated joint venture .......
Net loss ............................................................................ $
Net loss per share available to common

stockholders—basic and diluted .............................. $

Weighted average common shares outstanding—

basic and diluted ........................................................

Year Ended December 31,

2022

2021

2020

418,933 $

464,700 $

442,676
(23,743)

62,264
239,505
17,259

347,419
117,281

66,946
209,474
15,794

319,028
(342,771)

292,214
(174,933)

(3,966)
(420)
(4,386)
(347,157)

32
18,948
(366,137) $

(3,648)
(487)
(4,135)
(179,068)

60
2,977
(182,105) $

406,785

284,510
122,275

31,535
133,655
6,430

171,620
(49,345)

(2,576)
(759)
(3,335)
(52,680)
72
—
(52,752)

(5.75) $

(2.88) $

(0.85)

63,622,432

63,172,368

62,290,445

The accompanying notes are an integral part of these consolidated financial statements.

BEYOND MEAT, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
(In thousands)

Year Ended December 31,
2021

2020

2022

Net loss ....................................................................... $
Other comprehensive loss, net of tax:

Foreign currency translation (loss) gain, net of tax .......
Comprehensive loss, net of tax ...................................... $

(366,137) $

(182,105) $

(52,752)

(4,249)

(2,301)

1,748

(370,386) $

(184,406) $

(51,004)

The accompanying notes are an integral part of these consolidated financial statements.

82
BEYOND MEAT, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ (Deficit) Equity
(In thousands, except share data)

Common Stock

Amount

Additional
Paid-in
Capital

Accumulated
Deficit

Accumulated
Comprehensive
Income (Loss)

Total

6 $ 526,199 $
—

—

(142,115) $
(52,752)

— $
—

384,090
(52,752)

6 $ 560,210 $
—

—

(194,867) $
(182,105)

1,748 $
—

367,097
(182,105)

Balance at December
31, 2019 ......................... 61,576,494 $
Net loss ..........................
Issuance of common
stock under equity
incentive plans, net .. 1,243,857

—

6,732

Share-based

compensation for
equity classified
awards ........................

Foreign currency

translation
adjustment .................

—

27,279

—

Balance at December
31, 2020 ......................... 62,820,351 $
Net loss ..........................
Issuance of common
stock under equity
incentive plans, net .. 580,548

—

5,055

Share-based

compensation for
equity classified
awards ........................

Purchase of capped
calls related to
convertible senior
notes ...........................

Foreign currency

translation
adjustment .................

—

28,699

—

(83,950)

—

Balance at December
31, 2021 ......................... 63,400,899 $
Net loss ..........................
Issuance of common
stock under equity
incentive plans, net .. 373,083

—

486

Share-based

compensation for
equity classified
awards ........................

Foreign currency

translation
adjustment .................

—

33,857

—

6,732

—

27,279

1,748

—

5,055

—

28,699

—

(83,950)

(2,301)

—

486

—

33,857

(4,249)

6 $ 510,014 $
—

—

(376,972) $
(366,137)

(553) $
—

132,495
(366,137)

Balance at December
31, 2022 ......................... 63,773,982 $

6 $ 544,357 $

(743,109) $

(4,802) $

(203,548)

The accompanying notes are an integral part of these consolidated financial statements.

BEYOND MEAT, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)

Year Ended December 31,

2022

2021

2020

(366,137) $

(182,105) $

(52,752)

Cash flows from operating activities:

Net loss ....................................................................................... $
Adjustments to reconcile net loss to net cash used in

operating activities:
Depreciation and amortization .............................................
Non-cash lease expense ......................................................
Share-based compensation expense .................................
Loss on sale of fixed assets .................................................
Amortization of debt issuance costs ...................................
Loss on extinguishment of debt ...........................................
Equity in losses of unconsolidated joint venture ...............
Unrealized loss on foreign currency transactions .............

Net change in operating assets and liabilities:

Accounts receivable ..............................................................
Inventories ...............................................................................
Prepaid expenses and other assets ....................................
Accounts payable ...................................................................
Accrued expenses and other current liabilities ..................
Prepaid lease costs, non-current .........................................
Operating lease liabilities ......................................................

Net cash used in operating activities ............................... $

Cash flows from investing activities:

32,582
5,167
33,857
486
3,934
—
18,948
5,106

21,663
3,418
27,698
199
3,322
1,037
2,977
—

9,063
2,572
11,595
(10,826)
(7,148)
(55,110)
(4,333)
(320,244) $

(8,463)
(122,666)
(21,414)
21,665
13,961
(59,188)
(3,474)
(301,370) $

Purchases of property, plant and equipment ......................... $
Asset acquisition ........................................................................
Purchases of property, plant and equipment held for sale ..
Proceeds from note receivable on assets previously held
for sale .....................................................................................
Payments for investment in joint venture ...............................
Payment of security deposits ...................................................

Net cash used in investing activities ............................... $

(70,475) $
—
(2,821)

—

(135,961) $

—
—

—

(13,250)
(981)
(87,527) $

(11,000)
(518)

(147,479) $

13,299
2,341
27,279
222
256
1,538
—
—

4,516
(38,863)
(9,699)
16,027
(1,965)
—
(2,194)
(39,995)

(57,696)
(15,482)
(2,288)

599
—
(33)
(74,900)

Cash flows from financing activities:

Proceeds from revolving credit facility ....................................
Proceeds from issuance of convertible senior notes ...........
Purchase of capped calls related to convertible senior

notes ........................................................................................

(continued on the next page)

—
—

—

—
1,150,000

50,000
—

(83,950)

—

BEYOND MEAT, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)

Year Ended December 31,

2022

2021

2020

Debt issuance costs ..................................................................
Debt extinguishment costs .......................................................
Repayment of revolving credit facility .....................................
Repayment of revolving credit line ..........................................
Repayment of term loan ...........................................................
Repayment of equipment loan ................................................
Principal payments under finance lease obligations ............
Proceeds from exercise of stock options ...............................
Payments of minimum withholding taxes on net share

settlement of equity awards ..................................................

—
—
—
—
—
—
(210)
1,626

(23,605)

—

(25,000)

—
—
—
(177)
8,135

(1,140)

(3,081)

Net cash provided by (used in) financing activities ....... $

276 $ 1,022,322 $

(1,224)
(1,200)
(25,000)
(6,000)
(20,000)
(5,000)
(70)
9,007

(2,275)
(1,762)

Net increase (decrease) in cash, cash equivalents and
restricted cash ............................................................................... $
Cash, cash equivalents and restricted cash at the beginning
of the period ................................................................................

Effect of exchange rate changes on cash .................................
Cash, cash equivalents and restricted cash at the end of

(407,495) $ 573,473 $

(116,657)

733,294

159,127

275,988

(3,250)

694

(204)

the period .................................................................................... $ 322,549 $ 733,294 $ 159,127

Supplemental disclosures of cash flow information:

Cash paid (received) during the period for:

Interest ..................................................................................... $
Taxes ........................................................................................ $

10 $
38 $

348 $
(10) $

2,564
18

Non-cash investing and financing activities:

Non-cash additions to property, plant and equipment ...... $
Operating lease right-of-use assets obtained in

exchange for lease liabilities ............................................. $

Reclassification of pre-paid lease costs to operating

lease right-of-use assets ................................................... $
Non-cash addition to financing leases ................................ $
Note receivable from sale of assets held for sale ............. $
Reclassification of other current liability to additional
paid-in capital in connection with the share-settled
obligation ............................................................................. $

(concluded)

3,507 $

5,239 $

10,719

37,245 $

16,701 $

4,706

29,000 $
280 $
— $

— $
580 $
— $

—
—
4,558

— $

2,535 $

—

The accompanying notes are an integral part of these consolidated financial statements.

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to 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.

On September 7, 2018, the Company changed its name from Savage River, Inc. to Beyond Meat, Inc. On
January 14, 2020, the Company registered its subsidiary, Beyond Meat EU B.V., in the Netherlands. On April
28, 2020, the Company registered its subsidiary, Beyond Meat (Jiaxing) Food Co., Ltd. (“BYND JX”), in the
Zhejiang Province in China. On June 17, 2021, the Company incorporated its subsidiary, Beyond Meat Canada
Inc., in Canada. On January 25, 2021, the Company entered into the Planet Partnership, LLC, a joint venture
with PepsiCo, Inc., to develop, produce and market innovative snack and beverage products made from plant-
based protein.

The Company’s primary production facilities are located in Columbia, Missouri, and Devault, Pennsylvania,

and its research and development and administrative offices are located in El Segundo, California. The
Company owns a manufacturing facility in Enschede, the Netherlands, where it produces its woven protein and
dry blend flavor systems for shipment to local co-manufacturers, including one of the Company’s distributors
who built a co-manufacturing facility in the Netherlands used for production of the Company’s finished goods.

In Jiaxing, China, the Company leases a manufacturing facility, where it produces its woven protein and

houses end-to-end production. Renovations in the leased facility were substantially completed and trial
production began in the first quarter of 2021. In the second quarter of 2021, several commercial trials of certain
of the Company’s manufacturing processes were completed. Following the successful qualification of extrusion
production capabilities in the third quarter of 2021 and the completion of International Food Safety System
Certification (FSSC) 22000 and ISA Halal certification in the fourth quarter of 2021, the facility completed
commercialization of end-to-end production at the end of 2021. In the fourth quarter of 2021, the Company also
leased a facility in Shanghai, China, which is used as a local research and development facility to support the
Company’s local manufacturing operations. In addition to its own production facilities, the Company uses co-
manufacturers in various locations in the United States, Canada, the Netherlands and China.

In the third quarter of 2021, the Company completed the purchase of a facility in Columbia, Missouri, which

is used primarily for warehousing and dry blending (ingredient handling). In the third quarter of 2021, the
Company also assumed an operating lease for a building in Commerce, California to house its
commercialization center. Subsequent to the year ended December 31, 2022, on February 14, 2023, the
Company terminated this lease.

In addition to leasing its corporate headquarters and other general office space in El Segundo, California,

the Company also leases a facility for its former Manhattan Beach Project Innovation Center in El Segundo,
California.

On January 14, 2021, the Company entered into a lease agreement to house its corporate headquarters,

lab and innovation space in El Segundo, California. In 2022, upon completion of the Phase1-A of the new

86BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

campus facility in El Segundo, the Company moved its Innovation team from the Manhattan Beach Project
Innovation Center to the new campus facility.

The Company sells to a variety of customers in the retail and foodservice channels throughout the United
States and internationally primarily through distributors who purchase, store, sell, and deliver the Company’s
products. In addition, the Company sells directly to customers in the retail and foodservice channels who handle
their own distribution.

As of December 31, 2022, approximately 84% of the Company’s assets were located in the United States.

Initial Public Offering

On May 6, 2019, the Company completed its initial public offering (“IPO”) of common stock in which it sold

11,068,750 shares. The shares began trading on the Nasdaq Global Select Market on May 2, 2019. The shares
were sold at a public offering price of $25.00 per share for net proceeds of approximately $252.4 million, after
deducting underwriting discounts and commissions of $19.4 million and issuance costs of approximately
$4.9 million payable by the Company. Upon the closing of the IPO, all outstanding shares of the Company’s
convertible preferred stock automatically converted into 41,562,111 shares of common stock on a one-for-one
basis, and warrants exercisable for convertible preferred stock were automatically converted into warrants
exercisable for a total of 160,767 shares of common stock.

Secondary Public Offering

On August 5, 2019, the Company completed a secondary public offering (“Secondary Offering”) of common
stock in which it sold 250,000 shares and the selling stockholders sold 3,487,500 shares. The shares were sold
at a public offering price of $160.00 per share for net proceeds to the Company of approximately $37.4 million,
after deducting underwriting discounts and commissions of $1.5 million and issuance costs of approximately
$1.1 million payable by the Company. Total Secondary Offering issuance costs paid in 2019 were approximately
$2.2 million, of which approximately $1.1 million was capitalized to reflect the costs associated with the
issuance of new shares and offset against proceeds from the Secondary Offering. The Company did not receive
any proceeds from the sale of common stock by the selling stockholders.

COVID-19 Pandemic

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The global spread and

unprecedented impact of COVID-19 continues to create significant volatility, uncertainty and economic
disruption. The Company’s operations and its financial results including net revenues, gross profit, gross margin
and operating expenses were negatively impacted by COVID-19 in 2020, 2021 and, to a lesser extent, 2022.
The extent of COVID-19’s effect on the Company’s operational and financial performance will depend on future
developments, including the duration, spread and intensity of the pandemic (including any resurgences), the
impact of variants of the virus that causes COVID-19, the wide distribution and public acceptance of COVID-19
vaccines, labor needs at the Company as well as in the supply chain and at customers, compliance with
government or employer COVID-19 vaccine mandates and the resulting impact on available labor, and the level
of social and economic restrictions imposed in the United States and abroad in an effort to curb the spread of
the virus, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. As a
result, it is not currently possible to ascertain the overall impact of COVID-19 on the Company’s business,
results of operations, financial condition or liquidity. Future events and effects related to the COVID-19
pandemic cannot be determined with precision and actual results could significantly differ from estimates or
forecasts.

Emerging Growth Company Status

Upon the completion of the Company’s IPO, the Company elected to be an Emerging Growth Company
(“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Effective December 31, 2020, the
Company lost its EGC status and is now categorized as a Large Accelerated Filer based upon the current

87BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

market capitalization of the Company according to Rule 12b-2 of the Exchange Act. As a result, the Company
must comply with all financial disclosure and governance requirements applicable to Large Accelerated Filers.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles

generally accepted in the United States of America (“GAAP”), and include the accounts of the Company and its
subsidiaries. All intercompany balances and transactions have been eliminated. Certain amounts in the
consolidated financial statements of prior years have been reclassified to conform to the current year
presentation.

Fiscal Year

The Company operates on a fiscal calendar year, and each interim quarter is comprised of one 5-week

period and two 4-week periods, with each week ending on a Saturday. The Company’s fiscal year always
begins on January 1 and ends on December 31. As a result, the Company’s first and fourth fiscal quarters may
have more or fewer days included than a traditional 91-day fiscal quarter.

Segment Information

The Company has one operating segment and one reportable segment, as the Company’s chief operating

decision maker, who is the Company’s Chief Executive Officer, reviews financial information on an aggregate
basis for purposes of allocating resources and evaluating financial performance.

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. Significant accounting estimates made by the Company include trade promotion
accruals; useful lives of property, plant and equipment; valuation of deferred tax assets; valuation of inventory;
incremental borrowing rate used to determine operating lease right-of-use assets and operating lease liabilities;
assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to
determine the lease term impacting right-of-use assets and lease liabilities; the valuation of the fair value of
stock options used to determine share-based compensation expense; the valuation of the fair value of common
stock and preferred stock used in the remeasurement of warrants and liabilities; and loss contingency accruals
in connection with claims, lawsuits and administrative proceedings. These estimates and assumptions are
based on 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.

Comprehensive Loss

Comprehensive loss includes unrealized gains (losses) on the Company’s foreign currency translation
adjustments for the years ended December 31, 2022, 2021 and 2020. Income taxes on the unrealized losses
are not material.

Convertible Senior Notes

On March 5, 2021, the Company issued $1.0 billion aggregate principal amount of its 0% Convertible

88BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

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. See Note 7. The Company accounts for
the Notes under Accounting Standards Update (“ASU”) No. 2020-06, “Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity” (ASU 2020-06”), which the
Company early adopted in the first quarter of 2021 concurrent with the issuance of the Notes. The Company
records the Notes in “Long-term liabilities” at face value net of issuance costs. If any of the conditions to the
convertibility of the Notes is satisfied, or the Notes become due within one year, then the Company may be
required under applicable accounting standards to reclassify the liability carrying value of the Notes as a
current, rather than a long-term, liability.

Capped Call Transactions

Capped call transactions cover the aggregate number of shares of the Company’s common stock that will
initially underlie the Notes, and generally reduce potential dilution to the Company’s common stock upon any
conversion of Notes and/or offset any cash payments the Company may make in excess of the principal amount
of the converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the
cap price of the capped call transactions. The Company determined that the freestanding capped call option
contracts qualify as equity under the accounting guidance on indexation and equity classification, and
recognized the contract by recording an entry to “Additional paid-in capital” (“APIC”) in stockholders’ equity in its
consolidated balance sheet. The Company also determined that the capped call option contracts meet the
definition of a derivative under Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and
Hedging” (“ASC 815”), but are not required to be accounted for as a derivative as they meet the scope
exception outlined in ASC 815. Instead the capped call options are recorded in APIC and not remeasured.

Issuance Costs

Issuance costs related to the Notes offering were capitalized and offset against proceeds from the Notes.

Issuance costs consist of legal and other costs related to the issuance of the Notes and are amortized to
interest expense over the term of the Notes. Total issuance costs capitalized in the year ended December 31,
2021 were approximately $23.6 million, of which none remained unpaid as of December 31, 2021. There were
$16.4 million and $20.3 million in unamortized issuance costs related to the Notes as of December 31, 2022
and 2021, respectively.

Foreign Currency

The Company’s foreign entities use their local currency as the functional currency. For these entities, the

Company translates net assets into U.S. dollars at period end exchange rates, while revenue and expense
accounts are translated at average exchange rates prevailing during the periods being reported. Resulting
currency translation adjustments are included in “Accumulated other comprehensive income” and foreign
currency transaction gains and losses are included in “Other, net.” Transaction gains and losses on long-term
intra-entity transactions are recorded as a component of “Other comprehensive loss.” Transactions
denominated in a currency other than the reporting entity’s functional currency may give rise to transaction
gains and losses that impact the Company’s results of operations.

Foreign currency translation loss, net of tax, reported as cumulative translation adjustments through “Other
comprehensive loss” was $4.2 million and $2.3 million, respectively, in the years ended December 31, 2022 and
2021.

Realized and unrealized foreign currency transaction (losses) gains included in “Other, net” were

$(4.9) million, $(0.2) million and $0.2 million, respectively, in the years ended December 31, 2022, 2021 and
2020.

89BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Fair Value of Financial Instruments

The fair value measurement accounting guidance creates a fair value hierarchy to prioritize the inputs used
to measure fair value into three categories. A financial instrument’s level within the fair value hierarchy is based
on the lowest level of input significant to the fair value measurement, where Level 1 is the highest and Level 3 is
the lowest.

The three levels are defined as follows:

•

Level 1—Unadjusted quoted prices in active markets accessible by the reporting entity for identical
assets or liabilities. Active markets are those in which transactions for the asset or liability occur with
sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar
instruments in markets that are not active and model-derived valuations in which significant value
drivers are observable.

Level 3—Valuations derived from valuation techniques in which significant value drivers are
unobservable.

The Company’s financial instruments include cash equivalents, accounts receivable, accounts payable, and

accrued expenses, for which the carrying amounts approximate fair value due to the short-term maturity of
these financial instruments. The Company’s convertible notes are carried at face value less the unamortized
debt issuance costs (see Note 7).

The Company had no financial instruments measured at fair value on a recurring basis as of December 31,

2020, other than the liability classified share-settled obligation to one of the Company’s executive officers (see
Note 9) which represented a Level 1 financial instrument. The executive officer separated from the Company
effective August 27, 2021. As a result, the fourth quarterly tranche of the liability classified share-settled
obligation was not earned and canceled. As of December 31, 2022 and 2021 no liability remained for this
liability classified share-settled obligation.

There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 in the years

ended December 31, 2022, 2021 or 2020.

Cash and Cash Equivalents

The Company maintains cash balances at three financial institutions in the United States. The cash

balances may, at times, exceed federally insured limits. Accounts are guaranteed by the Federal Deposit
Insurance Corporation or FDIC up to $250,000. The Company considers all highly liquid investments with
original maturity dates of 90 days or less to be cash equivalents. Cash equivalents include approximately 86%
in money market accounts with approximately 10% in demand deposits and 4% in restricted cash.

Restricted Cash

Restricted cash includes cash held as collateral for a stand-alone letter of credit agreement related to
normal business transactions. This agreement requires the Company to maintain a specified amount of cash as
collateral in a segregated account to support the letter of credit issued thereunder.

Accounts Receivable

The Company records accounts receivable at net realizable value. This value includes an appropriate
allowance for estimated uncollectible accounts to reflect any anticipated losses on the accounts receivable
balances and recorded in allowance for doubtful accounts. Allowance for doubtful accounts is calculated based
on the Company’s history of write-offs, level of past due accounts, and relationships with and economic status
of the Company’s distributors or customers.

90BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

The Company had $1.4 million and $1.3 million allowance for doubtful accounts as of December 31, 2022

and 2021, respectively.

Inventories and Cost of Goods Sold

Inventories are recorded at lower of cost or net realizable value. The Company accounts for inventory using

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation and are depreciated using

the straight-line method over the following estimated useful lives:

Land ........................................................................................ Not amortized
Buildings ................................................................................. 30 years
Leasehold improvements .................................................... Shorter of lease term or estimated useful life
Furniture and fixtures ........................................................... 3 years
Manufacturing equipment .................................................... 5 to 10 years
Research and development equipment ............................ 5 to 10 years
Software and computer equipment .................................... 3 years
Vehicles .................................................................................. 5 years

Leasehold improvements are depreciated on a straight-line basis over the lesser of the estimated useful life

of the asset or the remaining lease term. When assets are sold or retired, the asset and related accumulated
depreciation are removed from the respective account balances and any gain or loss on disposal is included in
“Loss from operations.” Expenditures for repairs and maintenance are charged directly to expense when
incurred. See Note 6.

Accounting for Acquisition

The Company follows the guidance in ASC 805, “Business Combinations,” for determining whether an

acquisition meets the definition of a business combination or asset acquisition. The acquired assets may
include, but are not limited to land, building, building improvements, manufacturing equipment and assembled
work force.

For acquisitions that are accounted for as acquisitions of assets, the Company records the acquired
tangible and intangible assets and assumed liabilities, if any, based on each asset’s and liability's relative fair
value at the acquisition date to the total purchase price plus capitalized acquisition costs. The method for
determining relative fair value varies depending on the type of asset.

The Company has completed one acquisition to date.

Impairment of Long-Lived Assets

Long-lived assets, including property and equipment, are reviewed by management for impairment
whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully
recoverable. When events or circumstances indicate that impairment may be present, management evaluates

91BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

the probability that future undiscounted net cash flows received will be less than the carrying amount of the
asset. If projected future undiscounted cash flows are less than the carrying value of an asset, then such assets
are written down to their fair values. The Company concluded that no long-lived assets were impaired during the
fiscal years ended December 31, 2022, 2021 and 2020.

Income Taxes

The Company is subject to federal and state income taxes. The Company uses the asset and liability
method of accounting for income taxes as set forth in the authoritative guidance for accounting for income
taxes. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the respective carrying amounts and tax basis of assets and
liabilities. A valuation allowance is established against the portion of deferred tax assets that the Company
believes will not be realized on a more likely than not basis.

With respect to uncertain tax positions, the Company recognizes in its financial statements those tax
positions determined to be more likely than not of being sustained upon examination, based on the technical
merits of the positions. The Company’s policy is to recognize, when applicable, interest and penalties on
uncertain tax positions as part of income tax expense. See Note 11.

Leases

The Company leases certain equipment used for research and development and operations under both
finance and operating lease agreements. An asset and a corresponding liability for the finance lease obligations
are established for the cost of a finance lease. Finance lease assets are included in “Property, plant and
equipment, net” in the Company’s consolidated balance sheets.

Operating leases include lease arrangements for the Company’s corporate offices, the new Campus Lease

(see Note 4), the former Manhattan Beach Project Innovation Center, manufacturing facilities, warehouses,
vehicles and, to a lesser extent, equipment. Operating leases with a term greater than one year are recorded on
the consolidated balance sheets as operating lease right-of-use assets and operating lease liabilities at the
commencement date. Operating lease assets represent the right to use an underlying asset for the lease term,
and operating lease liabilities represent the obligation to make lease payments arising from the lease.

The Company records these balances initially at the present value of future minimum lease payments
calculated using the Company’s incremental borrowing rate and expected lease term. The Company estimates
the incremental borrowing rate for each operating lease based on prevailing market rates for collateralized debt
in a similar economic environment with similar payment terms and maturity dates commensurate with the terms
of the lease. Certain adjustments to the operating lease right-of-use assets may be required for items such as
initial direct costs paid or incentives received. Certain leases contain variable payments, which are expensed as
incurred and not included in the Company’s operating lease right-of-use assets and operating lease liabilities.
These amounts primarily include payments for maintenance, utilities, taxes and insurance on the Company’s
corporate, research and development, and manufacturing facilities and warehouse leases and are excluded
from the present value of the Company’s lease obligations. 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.

Upon adoption of ASU 2016-02, the Company elected to combine lease and non-lease components on all

new or modified leases into a single lease component, for all classes of assets other than the co-manufacturing
class of assets, which the Company recognizes over the expected term on a straight-line expense basis. The
Company elected to separate the lease and non-lease components on all new or modified operating leases for
the co-manufacturing class of assets for the purpose of recording operating lease right-of-use assets and
operating lease liabilities. Prior to fiscal 2020, the Company accounted for leases under ASC 840 and did not
record operating leases on its consolidated balance sheets. See Note 4.

92BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

When the Company purchases property that it was previously leasing under an operating lease, the
Company de-recognizes the right-of-use asset and lease liability and recognizes the difference between the
purchase price and the carrying amount of the lease liability immediately before the purchase as an adjustment
to the carrying value of the asset. The Company allocates the purchase price to the assets acquired based
upon their relative values.

Contingencies

The Company is subject to a range of claims, lawsuits, and administrative proceedings that arise in the
ordinary course of business. The Company accrues a liability (which amount includes litigation costs expected
to be incurred) and charges operations for such matters when it is probable that a liability has been incurred and
the amount can be reasonably estimated, in accordance with the recognition criteria of the Financial Accounting
Standards Board (“FASB”) ASC 450, Contingencies. Estimating liabilities and costs associated with these
matters require significant judgment based upon the professional knowledge and experience of management
and its legal counsel. See Note 10.

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU
2014-09”), which, along with subsequent ASUs, amended the existing accounting standards for revenue
recognition (“Topic 606”). This guidance is based on principles that govern the recognition of revenue at an
amount an entity expects to be entitled to receive when products are transferred to customers. ASU 2014-09
was effective for the Company beginning January 1, 2019. The majority of the Company’s contracts with
customers generally consist of a single performance obligation to transfer promised goods. Based on the
Company’s evaluation and review of its contracts with customers, the timing and amount of revenue recognized
based on ASU 2014-09 is consistent with the Company’s revenue recognition policy under previous guidance.
The Company has therefore concluded that the adoption of ASU 2014-09 did not have a material impact on its
financial position, results of operations, or cash flows.

The Company’s revenues are generated through sales of its products to distributors or customers. Revenue

is recognized at the point in which the performance obligation under the terms of a contract with the customer
have been satisfied and control has transferred. The Company’s performance obligation is typically defined as
the accepted purchase order or the contract with the customer which requires the Company to deliver the
requested products at agreed upon prices at the time and location of the customer’s choice. The Company
generally does not offer warranties or a right to return on the products it sells except in the instance of a product
recall or other limited circumstances.

The Company routinely offers sales discounts and promotions through various programs to its customers
and consumers. These programs include rebates, temporary on-shelf price reductions, off-invoice discounts,
retailer advertisements, product coupons and other trade activities. Provision for discounts and incentives are
recorded in the same period in which the related revenues are recognized. 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 $4.6 million and $3.6 million as of December 31, 2022 and 2021,
respectively. The offsetting charge is recorded as a reduction of revenues in the same period when the expense
is incurred.

93BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Presentation of Net Revenues by Channel

The following table presents the Company’s net revenues by channel:

Year Ended December 31,

2022

2021

2020

(in thousands)

U.S.:

Retail ................................................................................... $
Foodservice ........................................................................
U.S. net revenues .................................................................
International:

234,744 $

243,360 $

69,289
304,033

76,475
319,835

Retail ...................................................................................
Foodservice ........................................................................
International net revenues ...................................................
Net revenues ............................................................................. $

60,907
53,993
114,900
418,933 $

81,483
63,382
144,865
464,700 $

264,111
60,763
324,874

36,472
45,439
81,911
406,785

One distributor accounted for approximately 12% of the Company’s gross revenues in 2022; two distributors

accounted for approximately 12% and 11% of the Company’s gross revenues in 2021; and one customer
accounted for approximately 13% of the Company’s gross revenues in 2020. No other distributor or customer
accounted for more than 10% of the Company’s gross revenues in 2022, 2021 or 2020.

Earnings (Loss) Per Share

Earnings (loss) per share (“EPS”) represents net income available to common stockholders divided by the

weighted average number of common shares outstanding for the period. Diluted EPS represents net income
available to common stockholders divided by the weighted-average number of common shares outstanding,
inclusive of the dilutive impact of potential common shares outstanding during the period. Such potential
common shares include options, unvested restricted stock, restricted stock units (“RSUs”), contracts classified
as assets or liabilities that are required or assumed to be share-settled under the two-class method, warrants
and convertible preferred stock.

The Company calculates basic and diluted EPS available to common stockholders in conformity with the
two-class method required for companies with participating securities. Pursuant to ASU 2020-06, the Company
applies the more dilutive of the if-converted method and the two-class method to its Notes. The Company
considers all series of convertible preferred stock issued and outstanding prior to the IPO to be participating
securities. Under the two-class method, the net loss available to common stockholders was not allocated to the
convertible preferred stock as the holders of convertible preferred stock issued and outstanding prior to the IPO
did not have a contractual obligation to share in losses. Computation of EPS for the years ended December 31,
2021 and 2020 also excludes adjustments under the two-class method relating to a liability classified, share-
settled obligation to an executive officer to deliver a variable number of shares based on a fixed monetary
amount because the shares to be delivered are not participating securities as they do not have voting rights and
are not entitled to participate in dividends until they are issued.

Nonvested restricted stock awards (referred to as participating securities) are excluded from the dilutive
impact of common equivalent shares outstanding in accordance with authoritative guidance under the two-class
method. The nonvested restricted stockholders are entitled to participate in dividends declared on common

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

stock as if the shares were fully vested and hence nonvested restricted stock shares are deemed to be
participating securities. Under the two-class method, net income, but not net loss, available to nonvested
restricted stockholders is excluded from net income available to common stockholders for purposes of
calculating basic and diluted EPS. Net loss available to common stockholders is not allocated to unvested
restricted stock as the holders of unvested restricted stock do not have a contractual obligation to share in
losses. In periods when the Company records net loss, all potential common shares are excluded in the
computation of EPS because their inclusion would be anti-dilutive. See Note 12.

Prepaid Expenses

Prepaid expenses primarily include prepaid insurance and other prepaid vendor costs, which are expensed

in the period to which they relate.

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 consolidated balance sheet. The
Company recognizes its portion of the investee’s results in “Equity in losses of unconsolidated joint venture” in
its consolidated statement of operations.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses are primarily comprised of selling, marketing expenses and administrative expenses,
including personnel and related expenses, share-based compensation, outbound shipping and handling costs,
non-manufacturing lease expense, depreciation and amortization expense on non-manufacturing and non-
research and development assets, consulting fees and other non-production operating expenses. Marketing
and selling expenses include advertising costs, share-based compensation awards to brand ambassadors,
costs associated with consumer promotions, product donations, product samples and sales aids incurred to
acquire new customers, retain existing customers and build brand awareness. Administrative expenses include
expenses related to management, accounting, legal, IT and other office functions. Advertising costs are
expensed as incurred. Advertising costs in the years ended December 31, 2022, 2021 and 2020 were
$20.6 million, $12.1 million and $0.3 million, respectively. Non-advertising related components of the Company’s
total marketing expenditures primarily include costs associated with consumer promotions, product sampling
and sales aids, which are also included in SG&A.

Shipping and Handling Costs

The Company does not bill its distributors or customers shipping and handling fees. The Company’s
products are predominantly shipped to its distributors or customers as “FOB Destination,” with control of the
products transferred to the customer at the destination. In-bound shipping and handling costs incurred in
manufacturing a product are included in inventory and reflected in cost of goods sold when the sale of that
product is recognized. Outbound shipping and handling costs are considered as fulfillment costs and are
recorded in SG&A expenses. Outbound shipping and handling costs included in SG&A expenses in 2022, 2021
and 2020 were $17.6 million, $19.1 million and $11.9 million, respectively.

Research and Development Expenses

Research and development costs, which includes enhancements to existing products and new product
development, are expensed in the period incurred. Research and development expenses primarily consist of
personnel and related expenses for the Company’s research and development staff, including salaries, benefits,
bonuses, share-based compensation, scale-up expenses and depreciation and amortization expense on
research and development assets, and facility lease costs. Research and development expenses in the years
ended December 31, 2022, 2021 and 2020, were $62.3 million, $66.9 million and $31.5 million, respectively.

95BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Share-Based Compensation

The Company measures all share-based compensation cost at the grant date, based on the fair values of

the awards that are ultimately expected to vest, and recognizes that cost as an expense in its consolidated
statements of operations over the requisite service period. The Company estimates the fair value of option
awards using the Black-Scholes option valuation model, which requires management to make certain
assumptions for estimating the fair value of stock options at the date of grant including the fair value and
projected volatility of the underlying common stock and the expected term of the award. The Black-Scholes
option valuation model was developed for use in estimating the fair value of traded options that have no vesting
restrictions and are fully transferable. Because the Company’s stock options have characteristics significantly
different from those of traded options, and because changes in the subjective input assumptions can materially
affect the fair value estimates, in management’s opinion, the existing models may not necessarily provide a
reliable single measure of the fair value of the Company’s stock options. Although the fair value of stock options
is determined using an option valuation model, that value may not be indicative of the fair value observed in a
willing buyer/willing seller market transaction.

In addition, the Company estimates the expected impact of forfeited awards and recognizes share-based
compensation cost only for those awards ultimately expected to vest. If actual forfeiture rates differ materially
from the Company’s estimates, share-based compensation expense could differ significantly from the amounts
the Company has recorded in the current period. The Company periodically reviews actual forfeiture experience
and will revise its estimates, as necessary. The Company will recognize as compensation cost the cumulative
effect of the change in estimated forfeiture rates on current and prior periods in earnings of the period of
revision. As a result, if the Company revises its assumptions and estimates, the Company’s share-based
compensation expense could change materially in the future. See Note 9.

Employee Benefit Plan

On January 1, 2017 the Company initiated a 401(k) retirement saving plan (“401-K Plan”) for the benefit of
eligible employees. Under terms of this plan, eligible employees are able to make contributions of their wages
on a tax-deferred basis. The Company has incurred $2.9 million, $1.5 million and $0.7 million in matching
contribution to the 401-K Plan in 2022, 2021 and 2020, respectively.

Restructuring Plan

The Company accounts for exit or disposal activities in accordance with ASC 420, “Exit or Disposal Cost
Obligations.” The Company defines a business restructuring as an exit or disposal activity that includes but is
not limited to a program which is planned and controlled by management and materially changes either the
scope of a business or the manner in which that business is conducted. Business restructuring charges may
include (i) contract termination costs and (ii) other related costs associated with exit or disposal activities.

Contract termination costs include costs to terminate a contract or costs that will continue to be incurred
under the contract without benefit to the Company. A liability is recognized and measured at its fair value when
the Company either terminates the contract or ceases using the rights conveyed by the contract. See Note 3.

Recently Adopted Accounting Pronouncements

None.

New 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,

96BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

2017, the Company notified the co-manufacturer of its decision to terminate the Agreement. In accordance with
the Company’s policy of reviewing long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of such assets may not be recoverable, the Company
determined that as of May 23, 2017, the date the Company notified the co-manufacturer of its decision to
terminate the Agreement, the assets held in possession of the co-manufacturer were no longer recoverable. In
2022, 2021 and 2020, the Company recorded $17.3 million, $15.8 million and $6.4 million, respectively, in
restructuring expenses related to this dispute, which consisted primarily of legal and other expenses. As of
December 31, 2022 and 2021, the Company had $0.7 million and $2.7 million, respectively, in accrued unpaid
liabilities associated with this contract termination. On October 18, 2022, the parties to this dispute entered into
a confidential written settlement agreement and mutual release in connection with this matter. See Note 10 for
further information.

Note 4. Leases

Leases are classified as either finance leases or operating leases based on criteria in ASC 842. The

Company has operating leases for its corporate offices, 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 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 $55.1 million and $59.2 million in payments
towards the construction of the Campus Headquarters in the year ended December 31, 2022 and 2021,
respectively. These payments are initially recorded in “Prepaid lease costs, non-current” in the Company’s
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 September 15, 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. Therefore, Phase 1-A of the Campus Lease is included in the
tables below. The tables below also include the Company’s lease on the commercialization center in
Commerce, California, which was terminated subsequent to the year ended December 31, 2022, on February
14, 2023.

97BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Lease costs for operating and finance leases were as follows:

Statement of Operations Location

Year Ended
December 31,
2022

Year Ended
December 31,
2021

(in thousands)

Operating lease cost:

Lease cost
Lease cost
Lease cost

Variable lease cost(1)
Variable lease cost(1)
Variable lease cost(1)

Operating lease cost
Short- lease cost:

Short-term lease cost
Short-term lease cost
Short-term lease cost

Short-term lease cost
Finance lease cost:

Cost of goods sold
Research and development expenses
Selling, general and administrative
expenses
Cost of goods sold
Research and development expenses
Selling, general and administrative
expenses

Cost of goods sold
Research and development expenses
Selling, general and administrative
expenses

1,688 $
3,972
1,430

204
333
1,920
9,547 $

14 $
60
406

480

203

4 $
22 $
229 $
10,256 $

2,583
652
961

40
—
—
4,236

—
—
222

222

177
—
—
177
4,635

Amortization of right-of use assets
Amortization of right-of use assets
Interest on lease liabilities

Cost of goods sold
Research and development expenses
Interest expense

Finance lease cost
Total lease cost

____________

$
$

(1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs.

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Supplemental balance sheet information related to leases are as follows:

(in thousands)
Assets
Operating leases
Finance leases, net
Total lease assets

Liabilities

Current:
Operating lease liabilities
Finance lease liabilities

Long-term:
Operating lease liabilities

Finance lease liabilities

Total lease liabilities

Balance Sheet Location

December 31,
2022

December 31,
2021

Operating lease right-of-use assets
Property, plant and equipment, net

Current portion of operating lease liabilities
Accrued expenses and other current
liabilities

87,595 $
688
88,283 $

26,815
615
27,430

3,812 $
224

4,458
182

Operating lease liabilities, net of current
portion
Finance lease obligations and other long-
term liabilities

55,854

22,599

469

442

60,359 $

27,681

The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one

year, as of December 31, 2022:

(in thousands)
2023 ................................................................................................................................ $
2024 ................................................................................................................................
2025 ................................................................................................................................
2026 ................................................................................................................................
2027 ................................................................................................................................
Thereafter ......................................................................................................................
Total undiscounted future minimum lease payments .............................................
Less imputed interest ...................................................................................................
Total discounted future minimum lease payments .................................................. $

December 31, 2022

Operating
Leases

Finance
Leases

7,027 $
7,193
6,729
6,612
6,114
58,906
92,581
(32,915)

59,666 $

244
209
178
72
35
—
738
(45)

693

Weighted average remaining lease terms and weighted average discount rates were:

Weighted average remaining lease term (years)

Weighted average discount rate

December 31, 2022

Operating
Leases(1)

Finance
Leases

12.8

6.2 %

3.4

3.6 %

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Note 5. Inventories

Major classes of inventory were as follows:

(in thousands)
Raw materials and packaging ....................................................................................... $
Work in process ...............................................................................................................
Finished goods .................................................................................................................
Total ................................................................................................................................... $

December 31,

2022

2021

139,509 $

37,001

59,186

235,696 $

129,974
50,227

61,669
241,870

The Company wrote off $22.6 million, $12.5 million and $10.8 million in excess and obsolete inventories
and recognized that expense in cost of goods sold in its consolidated statements of operations for the years
ended December 31, 2022, 2021 and 2020, respectively. The Company recorded $1.0 million, $0.8 million, and
$0, respectively, in write down of inventory to lower of cost or net realizable value at December 31, 2022, 2021
and 2020.

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 consolidated balance sheets. A summary of property, plant, and
equipment as of December 31, 2022 and 2021, is as follows:

(in thousands)
Manufacturing equipment .............................................................................................. $
Research and development equipment ......................................................................
Leasehold improvements ..............................................................................................
Building ............................................................................................................................
Finance leases ................................................................................................................
Software ...........................................................................................................................
Furniture and fixtures .....................................................................................................
Vehicles ............................................................................................................................
Land ..................................................................................................................................
Assets not yet placed in service ...................................................................................
Total property, plant and equipment ............................................................................ $
Less: accumulated depreciation and amortization ....................................................
Property, plant and equipment, net .............................................................................. $

December 31,

2022

2021

171,532 $

16,948
22,740
22,675
1,093
2,377
866
584
5,446
93,152

337,413 $

80,411

115,412
16,837
20,250
22,937
867
1,297
868
584
5,434
95,455
279,941

53,452

257,002 $

226,489

Depreciation and amortization expense in 2022, 2021 and 2020 was $32.6 million, $21.7 million and

$13.3 million, respectively. Of the total depreciation and amortization expense in 2022, 2021 and 2020,
$28.0 million, $17.7 million and $10.1 million, respectively, were recorded in cost of goods sold, $4.0 million,
$3.7 million and $3.1 million, respectively, were recorded in research and development expenses, and
$0.6 million, $0.3 million and $0.1 million, respectively, were recorded in SG&A expenses, in the Company’s
consolidated statements of operations.

The Company had $5.9 million and $0 in property, plant and equipment concluded to meet the criteria for
assets held for sale as of December 31, 2022 and 2021, respectively. Amounts previously classified as assets
held for sale were sold for amounts that approximated book value for which a note receivable of $3.8 million, net
of payments received is included in “Other non-current assets, net” as of December 31, 2022.

100

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Note 7. Debt

The following is a summary of debt balances as of December 31, 2022 and December 31, 2021:

(in thousands)
0% Convertible senior notes ......................................................................................... $ 1,150,000 $ 1,150,000
Debt issuance costs .......................................................................................................
(20,326)
Total debt outstanding .................................................................................................... $ 1,133,608 $ 1,129,674
Less: current portion of long-term debt .......................................................................
—
Long-term debt ................................................................................................................ $ 1,133,608 $ 1,129,674

(16,392)

—

December 31,
2022

December 31,
2021

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. 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 initial conversion price of the Notes is $206.00 per share of common stock, which represents a

premium of approximately 47.5% over the closing price of the Company’s common stock on March 2, 2021. The
Notes will mature on March 15, 2027, unless earlier repurchased, redeemed or converted. The Notes were
issued pursuant to, and are governed by, an indenture, dated as of March 5, 2021 (the “Indenture”), between
the Company and U.S. Bank National Association, as trustee (the Trustee”). The Company used $84.0 million of
the net proceeds from the sale of the Notes to fund the cost of entering into capped call transactions, described
below. The proceeds from the issuance of the Notes were approximately $1.0 billion, net of capped call
transaction costs of $84.0 million and debt issuance costs totaling $23.6 million.

The Notes are senior, unsecured obligations and are (i) equal in right of payment with the Company’s
senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s indebtedness that is expressly
subordinated to the Notes; (iii) effectively subordinated to the Company’s secured indebtedness, to the extent of
the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future
indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder
thereof) preferred equity, if any, of the Company’s subsidiaries.

The Notes do not bear regular interest, and the principal amount of the Notes do not accrete. However,
special interest and additional interest may accrue on the Notes at a rate per annum not exceeding 0.50%
(subject to certain exceptions) upon the occurrence of certain events relating to the failure to file certain SEC
reports or to remove certain restrictive legends from the Notes.

The initial conversion rate is 4.8544 shares of common stock per $1,000 principal amount of the Notes,
which represents an initial conversion price of $206.00 per share of common stock. The conversion rate and
conversion price are subject to customary adjustments upon the occurrence of certain events as described in
the Indenture.

The holder may convert the Notes during the five consecutive business days immediately after any ten

consecutive trading day period, if the trading price per $1,000 principal amount of Notes, as determined
following a request by a holder, for each trading day of the measurement period was less than ninety eight
percent (98%) of the product of the last report sale price per share of common stock on such trading day and
the conversion rate on such trading day.

101
BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

The holder can convert its Notes during any calendar quarter, commencing after the calendar quarter
ending on June 30, 2021, provided the last reported sale price of the common stock for at least 20 trading days
is greater than or equal to 130% of the conversion price, during the 30 consecutive trading days ending on the
last trading day of a calendar quarter.

Before December 15, 2026, noteholders have the right to convert their Notes upon the occurrence of certain

events. From and after December 15, 2026, noteholders may convert their Notes at any time at their election
until the close of business on the second scheduled trading day immediately before the maturity date. The
Company has the right to elect to settle conversions either in cash, shares or in a combination of cash and
shares of its common stock. However, upon conversion of any Notes, the conversion value, which will be
determined over an “Observation Period” (as defined in the Indenture) consisting of 20 trading days, will be paid
in cash up to at least the principal amount of the Notes being converted.

The Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to

time, on or after March 20, 2024 and on or before the 20th scheduled trading day immediately before the
maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus
accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date, but
only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion
price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days
ending on, and including, the trading day immediately before the date the Company sends the related
redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In
addition, calling any Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the
Indenture) with respect to that Note, in which case the conversion rate applicable to the conversion of that Note
will be increased in certain circumstances if it is converted after it is called for redemption.

The Company must repay the note principal in cash, but may elect to settle the conversion value either in

cash, shares or in a combination of cash and shares of its common stock.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then,

subject to limited exceptions, noteholders may require the Company to repurchase their Notes at a cash
repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special
interest and additional interest, if any, to, but excluding, the fundamental change repurchase date. The definition
of Fundamental Change includes certain business combination transactions involving the Company and certain
de-listing events with respect to the Company’s common stock.

The Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the
Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default
in the payment of special interest and additional interest on the Notes, are subject to a 30-day cure period); (ii)
the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the
Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to
consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of
transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to
another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the
Notes if such default is not cured or waived within 60 days after notice is given in accordance with the
Indenture; (v) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness
for borrowed money of at least $100 million; and (vi) certain events of bankruptcy, insolvency and reorganization
involving the Company or any of its significant subsidiaries.

In the event of the Company’s liquidation, dissolution or winding up, holders of the Company’s common
stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the
payment of all of the Company’s debts and other liabilities and the satisfaction of any liquidation preference
granted to the holders of any then-outstanding shares of preferred stock.

102BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Holders of the Company’s common stock have no preemptive, conversion, subscription or other rights, and

there are no redemption or sinking fund provisions applicable to the Company’s common stock. The rights,
preferences and privileges of the holders of the Company’s common stock are subject to and may be adversely
affected by the rights of the holders of shares of any series of preferred stock that the Company may designate
in the future.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the
Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal
amount of, and any accrued and unpaid special interest and additional interest on, all of the Notes then
outstanding will immediately become due and payable without any further action or notice by any person. If any
other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of
at least 25% of the aggregate principal amount of Notes then outstanding, may declare the principal amount of,
and any accrued and unpaid special interest and additional interest on, all of the Notes then outstanding to
become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its
option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with
certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive
special interest on the Notes for up to 365 days at a specified rate per annum not exceeding 0.50% on the
principal amount of the Notes.

The total amount of debt issuance costs of $23.6 million was recorded as a reduction to “Convertible senior
notes, net” in the consolidated balance sheet and are being amortized as interest expense over the term of the
Notes using the effective interest method. During the years ended December 31, 2022 and December 31, 2021,
the Company recognized $3.9 million and $3.3 million in interest expense related to the amortization of the debt
issuance costs related to the Notes. The effective interest rate in both the years ended December 31, 2022 and
December 31, 2021 was 0.3%.

The following is a summary of the Company’s Notes as of December 31, 2022:

(in thousands)

Principal
Amount

Unamortized
Issuance
Costs

Net Carrying
Amount

Fair Value

Amount

Leveling

0% Convertible senior notes due on
March 15, 2027 ........................................ $ 1,150,000 $

16,392 $ 1,133,608 $ 310,500 Level 2

The Notes are carried at face value less the unamortized debt issuance costs on the Company’s

consolidated balance sheets. As of December 29, 2022, the estimated fair value of the Notes was
approximately $310.5 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 December 29, 2022, the last business day of the period.

As of December 31, 2022, the remaining life of the Notes is approximately 4.2 years.

Capped Call Transactions

On March 2, 2021, in connection with the pricing of the offering of the Convertible Notes, the Company
entered into capped call transactions (the “Base Capped Call Transactions”) with the option counterparties and
used $73.0 million in net proceeds from the sale of the Convertible Notes to fund the cost of the Base Capped
Call Transactions. On March 12, 2021, in connection with the Additional Notes, the Company entered into
capped call transactions (the “Additional Capped Call Transactions”) with the option counterparties and used
$11.0 million of the net proceeds from the sale of the Additional Notes to fund the cost of the Additional Capped
Call Transactions. The Base Capped Call Transactions and the Additional Capped Call Transactions
(collectively, the “Capped Call Transactions”) cover, subject to customary adjustments, the aggregate number of

103BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

shares of the Company’s common stock that will initially underlie the Notes, and are expected generally to
reduce potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash
payments the Company may make in excess of the principal amount of the converted Notes, as the case may
be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions.
The cap price of the Capped Call Transactions is $279.32, which represents a premium of 100% over the last
reported sale price of the Company’s common stock on March 2, 2021. The aggregate $84.0 million paid for the
Capped Call Transactions was recorded as a reduction to APIC.

Revolving Credit Facility

On March 2, 2021, the Company terminated its secured revolving credit agreement, dated as of April 21,

2020 (the “Credit Agreement”), among the Company, as borrower, the lenders party thereto and JPMorgan
Chase Bank, N.A., as the administrative agent, and in connection with such termination: (i) all borrowings
outstanding under the Credit Agreement were repaid in full by the Company; and (ii) all liens and security
interests under the Credit Agreement in favor of the lenders thereunder were released.

Debt issuance costs associated with the credit facility were amortized as interest expense over the term of
the loan. In the year ended December 31, 2021 debt issuance costs of $41,000, related to the Company’s prior
revolving credit facility, were amortized to interest expense. In the year ended December 31, 2020 debt
issuance costs of $0.3 million related to the Company’s prior revolving credit facility and equipment loan were
amortized to interest expense.

In the years ended December 31, 2022, 2021 and 2020, the Company recorded $0, $0.3 million, and

$2.1 million, respectively, in interest expense related to its bank credit facilities.

Note 8. Stockholders’ (Deficit) Equity

Upon the closing of the IPO, all outstanding shares of the Company’s convertible preferred stock

automatically converted into 41,562,111 shares of common stock on a one-for-one basis. On May 6, 2019, the
Company filed a Restated Certificate of Incorporation authorizing the Company to issue 500,000,000 shares of
common stock, $0.0001 par value per share, and $500,000 shares of undesignated preferred stock, $0.0001
par value per share, with rights and preferences determined by the Company’s Board of Directors at the time of
issuance of such shares.

On August 5, 2019, the Company completed its Secondary Offering of common stock, in which it sold

250,000 shares of common stock, $0.0001 par value.

As of December 31, 2022, the Company had 63,773,982 shares of common stock issued and outstanding.

As of December 31, 2021, the Company had 63,400,899 shares of common stock 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.

Note 9. Share-Based Compensation

In 2019, the Company’s 2011 Equity Incentive Plan (the “2011 Plan”) was amended, restated and re-named

the 2018 Equity Incentive Plan (“2018 Plan”). The shares available for issuance under the 2011 Plan were
added to the shares reserved for issuance under the 2018 Plan.

The 2018 Plan provides for the grant of stock options (including incentive stock options and non-qualified
stock options), stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units, and
performance shares to the Company’s employees, directors, and consultants. As of December 31, 2022, the
maximum aggregate number of shares that may be issued under the 2018 Plan was 20,915,919 shares of the
Company’s common stock. In addition, the number of shares reserved for issuance under the 2018 Plan will be
increased automatically on the first day of each fiscal year beginning with the 2020 fiscal year, by a number
equal to the least of: (i) 2,144,521 shares; (ii) 4.0% of the shares of common stock outstanding on the last day

104BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

of the prior fiscal year; or (iii) such number of shares determined by the Company’s Board of Directors. 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.

The 2018 Plan may be amended, suspended or terminated by the Company’s Board of Directors at any
time, provided such action does not impair the existing rights of any participant, subject to stockholder approval
of any amendment to the 2018 Plan as required by applicable law or listing requirements. Unless sooner
terminated by the Company’s Board of Directors, the 2018 Plan will automatically terminate on November 14,
2028.

The following table summarizes the shares available for grant under the 2018 Plan:

Balance - December 31, 2021 .............................................................................................
Authorized ...............................................................................................................................
Granted ....................................................................................................................................
Shares withheld to cover taxes ............................................................................................
Forfeited ...................................................................................................................................
Balance - December 31, 2022 .............................................................................................

6,515,807

2,144,521

(1,943,701)

40,795

1,091,410

7,848,832

Shares Available for Grant

As of December 31, 2022 and 2021, there were 3,999,933 and 3,956,364 shares, respectively, issuable
under stock options outstanding, 993,313 and 608,175 shares, respectively, issuable under unvested RSUs
outstanding, and 8,145,769 and 7,730,884 shares, respectively, issued for stock option exercises and RSU
settlement.

Stock Options

Following are the assumptions used in the Black-Scholes valuation model for options granted during the

periods shown below:

Risk-free interest rate ............................................................................
Average expected term (years) ...........................................................
Expected volatility ..................................................................................
Dividend yield .........................................................................................

Year Ended December 31,

2022

2.3%
7.0
55.0%
—

2021

1.4%
7.0
55.7%
—

2020

1.3%
7.0
55.0%
—

•

Risk-Free Interest Rate: The yield on actively traded non-inflation indexed US Treasury notes with the
same maturity as the expected term of the underlying options was used as the average risk-free interest
rate.

Expected Term: As the Company does not have sufficient historical experience for determining the
expected term of the stock option awards granted, the Company’s expected term is based on the
simplified method, generally calculated as the mid-point between the vesting date and the end of the
contractual term.

Expected Volatility: As the Company has only been a public entity since May 2, 2019, there is not a
substantive share price history to calculate volatility and, as such, the Company has elected to use an
approximation based on the volatility of other comparable public companies, which compete directly
with the Company, over the expected term of the options.

105BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

•

Dividend Yield: The Company has not issued regular dividends on common shares in the past nor does
the Company expect to issue dividends in the future.

Forfeiture Rate: The Company estimates the forfeiture rate at the time of grant based on past awards
canceled, the number of awards granted, and vesting terms and adjusted, if necessary, in subsequent periods if
actual forfeitures differ from those estimates. The cumulative effect on current and prior periods of a change in
the estimated number of awards likely to vest is recognized in compensation cost in the period of the change.

The 2018 Plan generally provides that the Board of Directors may set the vesting schedule applicable to
grants approved under the 2018 Plan. The Company has not granted equity awards with performance-based
vesting conditions.

Option grants to new and continuing employees in 2022, and to new employees in 2021 and 2020,

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. Option grants to continuing employees in 2021 and 2020 generally vest monthly over a 48-month
period, subject to continued employment through the vesting date. Option grants to certain continuing
employees in 2021 vest every six months over two years, subject to continued employment through the vesting
date. An option grant to one executive officer in 2021 vested over three months from the vesting
commencement date.

The following table summarizes the Company’s stock option activity during the period from December 31,

2019 through December 31, 2022:

Number
of
Stock
Options

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life (Years)

Outstanding at December 31, 2019 ........................... 5,170,976 $
Granted ..............................................................................
268,193 $
Exercised ........................................................................... (1,163,374) $
Canceled/Forfeited ..........................................................
(57,517) $
Outstanding at December 31, 2020 ........................... 4,218,278 $
Granted ..............................................................................
475,520 $
Exercised ...........................................................................
(485,016) $
Canceled/Forfeited ..........................................................
(252,418) $
Outstanding at December 31, 2021 ........................... 3,956,364 $
Granted ..............................................................................
841,630 $
Exercised ...........................................................................
(223,175) $
Canceled/Forfeited ..........................................................
(574,886) $
Outstanding at December 31, 2022 ........................... 3,999,933 $
Vested and exercisable at December 31, 2022 ...... 3,138,890 $
Vested and expected to vest at December 31,

2022 ................................................................................ 3,789,166 $

14.28
99.74
7.75
37.14
21.2
91.42
16.76
70.41
27.04
38.93
7.28
62.29
25.58
19.56

24.40

7.5
—
—
—
6.6
—
—
—
5.9
—
—
—
5.3
4.3

5.0

Aggregate
Intrinsic
Value (in
thousands)(1)
329,879
$
—
$
132,935
$
—
$
443,595
$
—
$
51,901
$
—
$
180,302
$
—
$
7,026
$
—
$
20,712
$
20,712
$

20,712

__________
(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.

106BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

During the years ended December 31, 2022, 2021 and 2020, the Company recorded in aggregate
$14.5 million, $13.3 million and $13.1 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 consolidated statements of operations.

As of December 31, 2022, there was $15.2 million in unrecognized compensation expense related to
nonvested stock option awards which is expected to be recognized over a weighted average vesting period of
1.2 years.

Restricted Stock Units

RSU grants to new employees in the year ended December 31, 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. RSU grants to certain
continuing employees in the year ended December 31, 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. RSU grants to certain continuing employees in the
year ended December 31, 2022 vest 25% of the total award each quarter over four quarters, subject to
continued employment through the vesting date. An RSU grant to one executive officer in the year ended
December 31, 2022 vested 100% over three months from the vesting commencement date.

RSU grants to new employees in the years ended December 31, 2021 and 2020 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. RSU grants in
the year ended December 31, 2021 include fully vested RSUs granted to an executive officer issued in
settlement of the obligation discussed below under Share-Settled Obligation. RSU grants to continuing
employees in the year ended December 31, 2021 and 2020 generally vest quarterly over 16 quarters, subject to
continued employment through the vesting date. In the year ended December 31, 2021, one RSU grant granted
to continuing employees vests every 6 months over a two-year period, subject to continued employment
through the vesting date. RSU grants to two executive officers in the year ended December 31, 2022 vest
quarterly over four and eight quarters, respectively, subject to continued employment through the vesting date.

Annual RSU grants to directors on the Company’s Board of Directors (the “Board”) in 2022, 2021 and 2020

vest monthly over a one-year period and RSU grants to new directors on the Board vest monthly over a three-
year period. RSU grants to consultants and non-employee brand ambassadors in 2022, 2021 and 2020 have a
variety of different vesting schedules.

The following table summarizes the Company’s RSU activity from December 31, 2019 through

December 31, 2022:

107BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Unvested at December 31, 2019 ..................................................................................
Granted ................................................................................................................................
Vested ..................................................................................................................................
Canceled/Forfeited ............................................................................................................
Unvested at December 31, 2020 ..................................................................................
Granted ................................................................................................................................
Vested ..................................................................................................................................
Canceled/Forfeited ............................................................................................................
Unvested at December 31, 2021 ..................................................................................
Granted ................................................................................................................................
Vested ..................................................................................................................................
Canceled/Forfeited ............................................................................................................

Unvested at December 31, 2022 ..................................................................................

Weighted
Average
Grant Date
Fair Value
Per Unit

132.73

109.61
127.71
—

114.99
86.00

123.10
—

89.00
29.12

88.20
—
35.98

Number of
Units
149,004 $

244,752 $
(99,970) $
(17,797) $
275,989 $
562,909 $

(120,599) $
(110,124) $
608,175 $
1,102,071 $

(200,932) $
(516,001) $
993,313 $

During the years ended December 31, 2022, 2021 and 2020, the Company recorded in aggregate
$19.4 million, $12.6 million and $9.8 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
expense and SG&A expenses in the Company’s consolidated statements of operations.

As of December 31, 2022, there was $22.6 million in unrecognized compensation expense related to
nonvested RSUs which is expected to be recognized over a weighted average vesting period of 1.1 years.

Share-Settled Obligation

Share-based compensation expense in 2021 and 2020 includes $1.5 million and $3.0 million, respectively,

for a liability classified, share-settled obligation to an executive officer related to a sign-on award pursuant to the
terms of the executive officer’s offer letter. The share-based compensation expense related to this share-settled
obligation is included in SG&A expenses in the Company’s consolidated statements of operations. There was
no share-based compensation expense related to the share-settled obligation in 2022.

The Company is obligated to deliver a variable number of shares based on a fixed monetary amount on the

first annual anniversary of the executive officer’s commencement date and on each quarterly anniversary
thereafter through the second annual anniversary. The liability classified award is considered unearned until the
requirements for issuance of the shares are met and is included in “Accrued expenses and other current
liabilities” in the Company’s consolidated balance sheet as of December 31, 2020 in the amount of $1.0 million.

In 2021, two quarterly tranches related to this obligation were earned, and the Company delivered to the
executive officer 20,872 fully vested RSUs with a settlement date fair value of $2.5 million. The executive officer
separated from the Company effective August 27, 2021. As a result, the fourth quarterly tranche was unearned
and canceled. As of December 31, 2022, there was no accrued unrecognized compensation expense related to
this share-settled obligation in “Accrued expenses and other current liabilities” in the Company’s consolidated
balance sheet. Financing activities in the statement of cash flows for the years ended December 31, 2022, 2021
and 2020 includes $0, $2.5 million and $0, respectively, noncash reclassification of the share-settled obligation
from “Other current liabilities” to “Additional paid-in capital.”

108

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Restricted Stock to Nonemployees

In 2022 and 2021, the Company issued no restricted stock.

The following table summarizes the Company’s restricted stock activity:

Number
of Shares of
Restricted
Stock

Weighted
Average
Remaining
Contractual
Life (Years)

Weighted
Average
Grant Date
Fair Value
Per Share

Unvested at December 31, 2019 .....................................................
Granted ..................................................................................................
Vested/Released ...................................................................................
Canceled/Forfeited ...............................................................................
Unvested at December 31, 2020 .....................................................
Granted ..................................................................................................
Vested/Released ...................................................................................
Canceled/Forfeited ...............................................................................
Unvested at December 31, 2021 .....................................................

88,988
0
(76,804)

—

12,184
—

(12,184)
—

—

1.2
—

—
—

0.3
—
—
—
—

19.49

—
19.97

—
20.02
—

20.02
—
—

During the years ended December 31, 2022, 2021 and 2020, the Company recorded in aggregate $0, $0.2
million and $1.4 million, respectively, of share-based compensation expense related to restricted stock issued to
nonemployee brand ambassadors, which is included in SG&A expenses in the Company’s consolidated
statements of operations.

As of December 31, 2022, there was $0 in unrecognized compensation expense related to nonvested

restricted stock.

Employee Stock Purchase Plan

On November 15, 2018, the Company’s Board of Directors adopted its 2018 Employee Stock Purchase
Plan (“2018 ESPP”), which was subsequently approved by the Company’s stockholders and became effective
on April 30, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection
with the IPO. The 2018 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of
Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2018 ESPP
authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423
component for non-U.S. employees and certain non-U.S. service providers. As of December 31, 2022, the
Company has reserved 2,412,585 shares of common stock for issuance under the 2018 ESPP. In addition, the
number of shares reserved for issuance under the 2018 ESPP will be increased automatically on the first day of
each fiscal year for a period of up to ten years, starting with the 2020 fiscal year, by a number equal to the least
of: (i) 536,130 shares; (ii) 1.0% of the shares of common stock outstanding on the last day of the prior fiscal
year; or (iii) such lesser number of shares determined by the Company’s Board of Directors. As of January 1,
2023, the maximum aggregate number of shares that may be issued under the 2018 ESPP increased to
2,948,715 shares. The 2018 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 2018 ESPP.

Note 10. Commitments and Contingencies

Leases

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.

109

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

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 Douglas Street, El Segundo, California, to be built
out by the Landlord and delivered to the Company in multiple phases. During 2022, the tenant improvements
associated with Phase 1-A were completed and the underlying asset was delivered to the Company. Therefore,
the Company has recognized a right-of-use asset and lease liability for Phase 1-A in its consolidated balance
sheet as of December 31, 2022. 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 $118.4 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 reflected in the Company’s
consolidated balance sheet as “Restricted cash” as of December 31, 2022.

China Investment and Lease Agreement

On September 22, 2020, the Company and its subsidiary, 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. In the year ended December 31, 2022 and 2021, the Company
received $0 and $1.1 million, respectively, in subsidies from the JXEDZ Finance Bureau which is recorded in
“Other, net” in the Company’s consolidated statement of operations.

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 and BYND JX agreed to lease a facility in the JXEDZ for
a minimum of two years. In connection with such agreement, BYND JX entered into a factory leasing contract
with an affiliate of the JX Committee, pursuant to which BYND JX agreed to lease and renovate a facility in the
JXEDZ and lease it for a minimum of two years. In the year ended December 31, 2022, the lease was amended
to extend the term for an additional five years without rent escalation. In the fourth quarter of 2021, BYND JX
leased an approximately 12,000 square foot facility in Shanghai, China, for a period of eight years, which is
used as a local research and development facility to support the local manufacturing operations. As of
December 31, 2022, 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 an additional facility thereon.

The Planet Partnership

On January 25, 2021, the Company entered into TPP, a joint venture with PepsiCo, Inc., to develop,
produce and market innovative snack and beverage products made from plant-based protein. For the years
ended December 31, 2022 and December 31, 2021, the Company recognized its share of the net losses in TPP
in the amount of $18.9 million and $3.0 million, respectively. For the year ended December 31, 2021, the
Company contributed its share of the investment in TPP, $11.0 million, which was increased to $24.3 million in
the year ended December 31, 2022. See Note 2 and Note 13. Subsequent to the year ended December 31,
2022, the Company contributed an additional $3.3 million as its share of the additional investment in TPP.

110BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

In the fourth quarter of 2022, the Company began taking steps to restructure certain contracts and
operating activities related to Beyond Meat Jerky. Such activities are expected to continue through most of
2023.

Purchase Commitments

As of December 31, 2022, the Company had committed to purchase pea protein inventory totaling

$40.2 million in 2023.

On April 6, 2022, the Company entered into a co-manufacturing agreement (“Agreement”) with a co-
manufacturer to manufacture various products for the Company. The 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 quantity limits.

The following table sets forth the schedule of the fees for the committed quantity under the Agreement.

(in thousands)

As of
December 31, 2022

2023 ........................................................................................................................................ $
2024 ........................................................................................................................................
2025 ........................................................................................................................................
2026 ........................................................................................................................................
2027 ........................................................................................................................................

Total

Litigation

Don Lee Farms I and Don Lee Farms II

10,068

11,820

39,096

84,624

As previously reported by the Company in the 2021 10-K and on Form 10-Q for the fiscal quarter ended
July 2, 2022 filed with the SEC on August 11, 2022, Don Lee Farms and certain of its employees, on the one
hand, and Beyond Meat, and certain of its respective current and former employees, on the other hand, were
parties to litigation filed in the Superior Court of the State of California for the County of Los Angeles (Case No.
BC662838, the “State Court Case”) and the United States District Court for the Central District of California
(Case No. 2:22-CV-03751-AB-GJS, the “Federal Court Case”). On October 18, 2022, the parties entered into a
confidential written settlement agreement and mutual release, pursuant to which the parties agreed to dismiss
all claims and cross-claims asserted in the State Court Case and Federal Court Case with prejudice. 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.

Consumer Class Actions Regarding Protein Claims

From May 31, 2022 through January 13, 2023, multiple putative class action lawsuits were filed against the

Company in various federal and state courts alleging that the labeling and marketing of certain of the
Company’s products is false and/or misleading under federal and/or various states’ laws. Specifically, each of
these lawsuits allege one or more of the following theories of liability: (i) that the labels and related marketing of
the challenged products misstate the quantitative amount of protein that is provided by each serving of the
product; (ii) that the labels and related marketing of the challenged products misstate the percent daily value of
protein that is provided by each serving of the product; and (iii) that the Company has represented that the
challenged products are “all-natural,” “organic,” or contain no “synthetic” ingredients when they in fact contain
methylcellulose, an allegedly synthetic ingredient. The named plaintiffs of each complaint seek to represent
classes of nationwide and/or state-specific consumers, and seek on behalf of the putative classes damages,

111

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

restitution, and injunctive relief, among other relief. Additional complaints asserting these theories of liability are
possible. Some lawsuits previously filed were voluntarily withdrawn or dismissed without prejudice; though they
may be refiled.

On November 14, 2022, Beyond Meat filed a motion with the Judicial Panel on Multidistrict Litigation to

transfer and consolidate all pending class actions. No party opposed the motion, and the Panel held oral
argument on the motion on January 26, 2023. The Panel granted the motion on February 1, 2023, consolidating
the pending class action lawsuits and transferring them to Judge Sara Ellis in the Northern District of Illinois for
pre-trial proceedings. The initial status conference in the multidistrict litigation is set for March 3, 2023.

The Company intends to vigorously defend against all claims asserted in the complaints. Based on the
Company’s current knowledge, the Company has determined that the amount of any material loss or range of
any losses that is reasonably possible to result from these lawsuits is not estimable.

The active lawsuits are:

•

Roberts v. Beyond Meat, Inc., No. 1:22-cv-02861 (N.D. Ill.) (filed May 31, 2022)

Cascio v. Beyond Meat, Inc., No. 1:22-cv-04018 (E.D.N.Y.) (filed July 8, 2022)

• Miller v. Beyond Meat, Inc., No. 1:22-cv-06336 (S.D.N.Y.) (filed July 26, 2022)

• Garcia v. Beyond Meat, Inc., No. 4:22-cv-00297 (S.D. IA.) (filed September 9, 2022)

•

Borovoy v. Beyond Meat, Inc., No. 1:22-cv-06302 (N.D. Ill.) (filed September 30, 2022 in DuPage Co.,
Ill.; removed on Nov. 10, 2022)

Zakinov v Beyond Meat, Inc., No. 4:23-cv-00144 (SD TX) (filed January 13, 2023)

Securities Related Litigation

As previously reported by the Company in the 2021 10-K and on Form 10-Q for the fiscal quarter ended
July 2, 2022 filed with the SEC on August 11, 2022, the parties have reached a settlement of the Weiner, Brink/
Klein and Chew derivative actions. On April 8, 2022, the Company published notice of the preliminary approval
and the proposed settlement in accordance with the Stipulation of Settlement. On April 18, 2022, the Company
paid to escrow the $515,000 for Plaintiffs’ attorneys’ fees and costs and on April 19, 2022, the Company filed
proof of notice with the Court. Plaintiffs filed their motion for final approval on June 13, 2022. On July 1, 2022,
Plaintiffs filed a notice of non-objection, stating that they received no objections to the proposed settlement. The
Final Approval Hearing was scheduled for July 11, 2022, but on July 7, 2022, the Court entered a Scheduling
Notice and Order finding that Plaintiffs’ motion for final approval is appropriate for submission on the papers
without oral argument. On September 27, 2022, the Court entered a Final Order and Judgment approving the
settlement. The appeal period expired on October 27, 2022, which means that the settlement of these actions is
now final. On October 31, 2022, plaintiff’s counsel in the Chew action, in accordance with the Stipulation of
Settlement, filed a Joint Stipulation and [Proposed] Order to Dismiss Action with Prejudice, which was signed
and entered by the Court on November 1, 2022.

Interbev

In October 2020, Interbev, a French trade association for the cattle industry sent a cease-and-desist letter to

one of the Company’s contract manufacturers alleging that the use of “meat” and meat-related terms is
misleading the French consumer. Despite the Company’s best efforts to reach a settlement, including a formal
settlement proposal from the Company in March 2021, the association no longer responded. Instead, on March
13, 2022, the Company was served a summons by Interbev to appear before the Commercial Court of Paris.
The summons alleges that the Company misleads the French consumer with references to e.g. “plant based

112BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

meat,” “plant based burger” and related descriptive names, and alleges that the Company is denigrating meat
and meat products. The relief sought by Interbev includes (i) changing the presentation of Beyond Meat
products to avoid any potential confusion with meat products, (ii) publication of the judgment of the court in the
media, and (iii) damages of EUR 200,000. On October 12, 2022, the Company submitted its brief in defense.
On February 1, 2023, the French trade association submitted updated pleadings to the Commercial Court. The
association maintains its position that the Company is misleading the consumer, and additionally alleges that it
is engaging in unlawful comparative advertising of its products with respect to meat and meat products. The
relief sought is unchanged. The Company strongly disputes these claims and will defend its position with the
utmost vigor. The litigation is expected to take at least 18 months in the first instance, and if the Court rules
against the Company, it could disrupt the Company’s ability to market in France.

Decree prohibiting meat names

On June 29, 2022, France adopted a Decree implementing a prohibition of June 2020 on the use of
denominations used for foodstuffs of animal origin to describe, market or promote foodstuffs containing plant
proteins (“Decree”). The Decree prohibits the use of meat names (such as “sausage” or “meatballs”) for plant-
based products, from its date of entry into force on October 1, 2022. On July 27, 2022, the French High
Administrative Court issued a temporary and partial suspension of the execution of the Decree, in response to a
motion filed by a French trade association. While the Court has not yet handed down a decision on the merits,
the suspension indicates that it has serious doubts as to the substantive lawfulness of the Decree.

The Company does not believe that the Decree complies with the laws of the European Union (EU), and in

particular the principle of free movement of goods, nor with French rules requiring laws to be clear and
accessible. On October 21, 2022, the Company filed a request for annulment of the Decree before the French
High Administrative Court. On November 16, 2022, the Company filed a voluntary intervention in the French
trade association’s own application for annulment, to ensure that both the Company’s voice and strong EU law
arguments are heard. On January 23, 2023, the French Ministry for the Economy responded to the Company’s
request for annulment and intervention. The Ministry’s response makes clear that it will enforce the Decree as a
blanket ban on the use of all meaty names for plant-based products in France. The Company maintains its
position that the Decree is illegal under French and EU law, and will continue to fight the Decree with utmost
vigor. A decision from the Court is expected sometime during 2023, and should the Court hold that the Decree is
lawful, it could impact the Company’s ability to market in France, as it will need to take steps to amend its labels
in line with the Decree.

The Company is involved in various other legal proceedings, claims, and litigation arising in the ordinary
course of business. Based on the facts currently available, the Company does not believe that the disposition of
such matters that are pending or asserted will have a material effect on its financial statements.

Note 11. Income Taxes

A reconciliation of loss before income taxes for domestic and foreign locations for the years ended

December 31, 2022, 2021 and 2020 is as follows:

(in thousands)

Year Ended December 31,

2022

2021

2020

United States ................................................................................ $
Foreign ..........................................................................................
Loss before income taxes .......................................................... $

(290,765) $

(155,810) $

(51,378)

(56,392)

(23,258)

(1,302)

(347,157) $

(179,068) $

(52,680)

113
BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

The provision for income taxes was as follows:

(in thousands)

Current:

Year Ended December 31,

2022

2021

2020

Federal .......................................................................................... $
State ...............................................................................................

Deferred:

— $

32
32 $

— $

—
— $

— $

60
60 $

— $

—
— $

Provision for income tax ................................................................. $

32 $

60 $

The Company has provided a 100% valuation allowance on its deferred tax assets. The provision for

income taxes in 2022, 2021 and 2020 is primarily for taxes payable to the states.

—

72
72

—

—
—

A reconciliation of income tax expense from continuing operations to the amount computed by applying the

statutory federal income tax rate to the net loss from continuing operations is summarized as follows:

(in thousands)
U.S. income tax at federal statutory rate ......................................... $
State income tax, net of federal benefits .........................................
Foreign rate differential ......................................................................
Share-based compensation ..............................................................
Research and development credits .................................................
Change in tax rates ............................................................................
Other ....................................................................................................
Change in valuation allowance .........................................................
Provision for income tax .................................................................... $

Year Ended December 31,

2022

2021

2020

(72,902) $
(8,841)
(2,536)
1,479

(5)

204
(2,807)
85,440

(38,229) $
(4,991)
(985)
(4,932)
(20)
(719)
771
49,165

32 $

60 $

(11,063)
(1,962)
(54)
(21,007)
(10)
2,989
529
30,650
72

114

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Significant components of the Company's deferred tax assets and liabilities as of December 31, 2022, and

2021 are shown below.

(in thousands)

Deferred Tax Assets:

Net operating loss (NOL) .................................................................................... $
Operating lease liability .......................................................................................
Intangibles .............................................................................................................
Share-based compensation ...............................................................................
Interest ...................................................................................................................
Inventory reserve .................................................................................................
Other ......................................................................................................................
Total gross deferred tax assets ..........................................................................

Deferred Tax liabilities:

Operating lease right-of-use assets ..................................................................
Property, plant and equipment ...........................................................................
Total gross deferred tax liabilities ......................................................................

December 31,

2022

2021

198,358 $

20,659

128,006
—

7,189
8,746

—
3,757

11,087
249,796

20,497
4,805
25,302

1,308
4,584

388
2,139

1,820
138,245

—
3,056
3,056

Valuation allowance .............................................................................................
Net deferred tax assets (liabilities) .................................................................... $

224,494

— $

135,189
—

As of December 31, 2022 and 2021, management assessed the realizability of deferred tax assets and
evaluated the need for an amount of a valuation allowance for deferred tax assets on a jurisdictional basis. This
evaluation utilizes the framework contained in ASC 740, “Income Taxes,” pursuant to which management
analyzed all positive and negative evidence available at the balance sheet date to determine whether all or
some portion of the deferred tax assets will not be realized. Under this guidance, a valuation allowance must be
established for deferred tax assets when it is more likely than not (a probability level of more than 50%) that
they will not be realized.

In concluding on the evaluation, management placed significant emphasis on guidance in ASC 740, which

states that “a cumulative loss in recent years is a significant piece of negative evidence that is difficult to
overcome.” Based upon available evidence, it was concluded on a more-likely-than-not basis that certain
deferred tax assets were not realizable as of December 31, 2022. Accordingly, a valuation allowance of
$224.5 million has been recorded to offset these deferred tax assets. The change in valuation allowance for the
year ended December 31, 2022 from 2021 was an increase of $89.3 million.

As of December 31, 2022, the Company has accumulated federal, state and foreign net operating loss

carryforwards of approximately $744.5 million, $314.2 million and $84.1 million, respectively, of which
approximately $652.7 million of the federal net operating losses and $84.9 million of the state net operating
losses do not expire and the remaining federal, state and foreign tax loss carryforwards begin to expire in 2031,
2031 and 2025 respectively, unless previously utilized. As of December 31, 2021, the Company had
accumulated federal, state and foreign net operating loss carryforwards of approximately $514.1 million,
$201.7 million and $24.6 million, respectively.

Pursuant to Internal Revenue Code (IRC) Sections 382 and 383, annual use of the Company's net

operating loss (NOLs) and research and development credit carryforwards may be limited in the event a
cumulative change in ownership of more than 50% occurs within a three-year period. The Company has

115

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

completed a section 382 analysis through October 1, 2022 and concluded ownership changes occurred in 2011,
2013 and 2015. However, these ownership changes are not expected to result in a material limitation on future
use of the Company’s NOLs and credit carryforwards generated prior to these ownership changes pursuant.
Changes may have occurred in the fourth quarter of 2022 and may occur in the future that could limit the
Company's ability to utilize tax attributes. Any adjustment to the Company's tax attributes as a result of such
ownership changes will result in a corresponding decrease to the valuation allowance recorded against the
Company's deferred tax assets.

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits at the

beginning and end of the years ended December 31, 2022 and 2021:

(in thousands)
Gross unrecognized tax benefits at the beginning of the year ..................... $
Increases related to current year positions ......................................................
Increases/Decreases related to prior year positions ......................................
Expiration of unrecognized tax benefits ...........................................................
Gross unrecognized tax benefits at the end of the year ................................ $

Year Ended December 31,

2022

2021

8,861 $
1,465

—
—
10,326 $

5,399
3,462

—
—
8,861

As of December 31, 2022 and 2021, the Company had $9.4 million and $8.0 million, respectively, of

unrecognized tax benefits from research and development tax credits, none of which, if recognized, would affect
the Company’s effective tax rate.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax
expense. During the years ended December 31, 2022, 2021, and 2020, interest and penalties recognized were
insignificant. The Company does not expect any significant increases or decreases to its unrecognized tax
benefits within the next 12 months.

The Company files U.S. federal, state and foreign income tax returns in jurisdictions with varying statute of
limitations. The Company’s tax years from 2011 (inception) are subject to examination by the US federal, state
and foreign tax authorities due to the carry forward of unutilized tax attributes.

With respect to the income of its foreign subsidiaries, the Company asserts the position that the

undistributed earnings of its foreign subsidiaries are permanently invested in that jurisdiction. As a result, no
additional income taxes have been provided on the possible repatriation of these earnings to the parent
company. The Company does not have any unremitted earnings as of December 31, 2022.

The Tax Cuts and Jobs Act subjects a U.S. shareholder to tax on Global Intangible Low-taxes Income
(“GILTI”) earned by certain foreign subsidiaries. Pursuant to the FASB Staff Q&A, Topic 740 No.5. Accounting
for Global Intangible Low-taxed Income, the Company is allowed to make an accounting policy election to either
recognize deferred taxes for temporary basis differences expected to reverse as GIL TI in future years or to
provide for the tax expense related to GILTI in the year the tax is incurred as period expense only. The
Company has elected to account for GILTI in the year the tax is incurred.

Note 12. Net Loss Per Share Available to Common Stockholders (“EPS”)

The Company calculates basic and diluted net loss per share available to common stockholders in
conformity with the two-class method required for companies with participating securities. Pursuant to ASU
2020-06, the Company applies the more dilutive of the if-converted method and the two-class method to its
Notes. See Note 2.

116

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Computation of EPS for the year ended December 31, 2022 and 2021 excludes the dilutive effect of
3,999,933 and 3,956,364 shares issuable under stock options, respectively, and 993,313 and 608,175 RSUs,
respectively, because the Company incurred a net loss and their inclusion would have been antidilutive.
Computation of EPS for the year ended December 31, 2020 also excludes adjustments under the two-class
method relating to a liability classified, share-settled obligation to an executive officer to deliver a variable
number of shares based on a fixed monetary amount because the shares to be delivered are not participating
securities as they do not have voting rights and are not entitled to participate in dividends until they are issued.
The share-settled obligation that was scheduled to vest in the third quarter of 2021 was canceled because the
executive officer separated from the Company before the vest date and the award was not earned (see Note 9).
Computation of net loss per share available to common stockholders for the years ended December 31, 2022
and 2021 also exclude the dilutive effect of the Notes because the Company recorded a net loss in each of the
years ended December 31, 2022 and 2021, and their inclusion would be anti-dilutive. Computation of EPS for
the year ended December 31, 2020 excludes the dilutive effect of 4,218,278 shares issuable under stock
options because the Company incurred a net loss and their inclusion would have been antidilutive.

(in thousands, except share and per share amounts)
Numerator: .................................................................................
Net loss available to common stockholders ......................... $
Undistributed net income available to unvested restricted
stockholders ..............................................................................

Net loss available to common stockholders—basic ............ $
Denominator: .............................................................................

Year Ended December 31,

2022

2021

2020

(366,137) $

(182,105) $

(52,752)

—

(366,137) $

(182,105) $

(52,752)

Weighted average common shares outstanding—basic

63,622,432

63,172,368

62,290,445

Dilutive effect of shares issuable under stock options ....
Dilutive effect of RSUs .........................................................
Dilutive effect of share-settled obligation ..........................
Dilutive effect of Notes, if converted(1)
...............................
Weighted average common shares outstanding—
diluted ......................................................................................

—
—
—
—

63,622,432

63,172,368

62,290,445

Net loss per share available to common stockholders—

basic ........................................................................................ $

(5.75) $

(2.88) $

(0.85)

______________

(1) As the Company recorded a net loss in the years ended December 31, 2022 and 2021, inclusion of shares from the

conversion premium or spread would be anti-dilutive. The Company had $1.2 billion and Notes outstanding during the
year ended December 31, 2022 and 2021 and none during the year ended December 31, 2020.

The following outstanding shares of common stock equivalents were excluded from the computation of diluted
net loss per share available to common stockholders for the periods presented because the impact of including
them would have been antidilutive:

Options to purchase common stock ......................................
Restricted stock units ...............................................................
Total ............................................................................................

Year Ended December 31,

2022

2021

2020

3,999,933

993,313

4,993,246

3,956,364

4,218,278

608,175

275,989

4,564,539

4,494,267

117

BEYOND MEAT, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)

Note 13. Related Party Transactions

TPP

In connection with the Company’s investment in TPP, a joint venture with PepsiCo, Inc., the Company sells
certain products directly to the joint venture. In the year ended December 31, 2022, the Company also entered
into an agreement for a nonrefundable up-front fee associated with its manufacturing and supply agreement
with TPP that will be recognized over the estimated term of the manufacturing and supply agreement. Net
revenues earned from TPP included in U.S. retail channel net revenues were $33.5 million and $0 for the year
ended December 31, 2022 and December 31, 2021, respectively.

Accounts receivable from TPP were $0.4 million and $0 at December 31, 2022 and December 31, 2021,
respectively. Unrecognized revenue associated with the up-front fee charged to TPP as of December 31, 2022
was $2.0 million and included in "Accrued expenses and other current liabilities" in the Company's consolidated
balance sheet as of December 31, 2022. There was no such balance as of December 31, 2021.

Seth Goldman

The Company entered into a consulting agreement with Seth Goldman, the Company’s former Executive
Chair, on March 2, 2016, which was amended and restated on November 15, 2018 and further amended on
April 8, 2019. Pursuant to the consulting agreement, the Company paid Mr. Goldman $20,210.33 per month for
services rendered under the consulting agreement.

Effective February 27, 2020, Seth Goldman resigned as Executive Chair of the Company. Upon such
resignation, Mr. Goldman continued to serve in his capacity as a Class I director and Chair of the Board of the
Company. In connection with Mr. Goldman’s resignation as Executive Chair, the Company and Mr. Goldman
terminated the consulting agreement effective as of February 27, 2020. Total consulting fees paid to Mr.
Goldman under the consulting agreement prior to its termination in 2020 was $60,631.

Donald Thompson

In 2022, the Company entered into a Master Services Agreement with CA Consulting LLC, a restaurant,

food tech and beverage consulting firm, led by Don Thompson, one of the former directors on the Company’s
Board of Directors who served until the end of his term in May 2021, for strategic consulting services rendered
by CA Consulting LLC. In 2021, the Company accrued $1.0 million in payment towards these consulting
services and paid it in 2022. The Company did not incur any such costs in 2022 or 2020.

Michael Pucker

Michael A. Pucker, a partner of Latham & Watkins LLP, is a former member of the Company’s Board of
Directors and the spouse of Gigi Pritzker Pucker. During 2021, Ms. Pucker may have been deemed to be a
holder of more than 5% of the shares of the Company’s common stock. In the year ended December 31, 2021,
the Company made aggregate payments of approximately $15.7 million to Latham & Watkins LLP for legal
services. As of December 31, 2021, the Company had billed and unbilled fees for legal services of $2.2 million
due to Latham & Watkins LLP.

Note 14. Subsequent Event

Subsequent to the year ended December 31, 2022, on February 14, 2023, the Company terminated its

lease on the commercialization center in Commerce, California.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

None.

118ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, has

evaluated the effectiveness of our disclosure controls and procedures as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report
on Form 10-K. Based on that evaluation, our principal executive officer and principal financial officer have
concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls
and procedures were effective to provide reasonable assurance that information we are required to disclose in
reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in SEC rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with GAAP.

Under the supervision and with the participation of our management, including our Chief Executive Officer and

Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the framework set forth in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework set forth in Internal Control - Integrated Framework (2013), our

management concluded that our internal control over financial reporting was effective as of December 31, 2022.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited

by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report which is
included below.

Attestation Report of Independent Registered Public Accounting Firm on Internal Control Over

Financial Reporting

The attestation report of the independent registered public accounting firm, Deloitte & Touche LLP, on the
Company’s internal control over financial reporting is included below under the heading “Report of Independent
Registered Public Accounting Firm.”

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31,

2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.

Limitations on Effectiveness of Controls and Procedures

Our management does not expect that our disclosure controls and procedures or our internal control over

financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
our Company have been detected.

119REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Beyond Meat, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Beyond Meat, Inc. and subsidiaries (the
“Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by
COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022,
of the Company and our report dated March 1, 2023, expressed an unqualified opinion on those financial
statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as
we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.

Definition and Limitations of Internal Control over Financial Reporting.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Los Angeles, California

March 1, 2023

120ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

121PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this item will be set forth in our Proxy Statement and is incorporated by

reference. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended
December 31, 2022.

Our board of directors has adopted a code of business conduct and ethics that applies to all of our
employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other
executive and senior financial officers. The full text of our code of business conduct and ethics is posted on the
investor relations page on our website which is located at https://investors.beyondmeat.com/investor-relations.
We will post any amendments to our code of business conduct and ethics other than technical, administrative or
other non-substantive amendments, or waivers of its requirements, on our website or in a Form 8-K filed with
the SEC.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item will be set forth in our Proxy Statement and is incorporated herein by

reference. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended
December 31, 2022.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The information required by this item will be set forth in our Proxy Statement and is incorporated herein by

reference. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended
December 31, 2022.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

The information required by this item will be set forth in our Proxy Statement and is incorporated herein by

reference. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended
December 31, 2022.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this item will be set forth in our Proxy Statement and is incorporated herein by

reference. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended
December 31, 2022.

122PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

(a)(1) Financial Statements

See Index to Financial Statements in Item 8 of this report.

(a)(2) Financial Statement Schedules

All financial statement schedules have been omitted as the information is not required under the related

instructions or is not applicable or because the information required is already included in the financial
statements or the notes to those financial statements.

(a)(3) EXHIBITS

The documents set forth below are filed herewith or incorporated herein by reference to the location

indicated.

Exhibit
No.

3.1

3.2

4.1

4.2

4.3

4.4

4.5

10.1

10.2

10.3

EXHIBIT INDEX

Exhibit Description

Restated Certificate of Incorporation. ..........................

Incorporated by Reference

Form
10-Q

Date
6/12/2019

Number
3.1

Filed
Herewith

Amended and Restated Bylaws. ..................................

8-K

12/21/2022

Form of Common Stock Certificate. ............................ S-1/A

3/27/2019

S-1

11/16/2018

3.1

4.1

4.2

Amended and Restated Investors’ Rights
Agreement, dated as of October 5, 2018, by and
among the Registrant and the other parties thereto.

Description of Registrant’s Securities. ........................

Indenture, dated as of March 5, 2021, between
Beyond Meat, Inc. and U.S. Bank National
Association, as trustee. .................................................

Form of certificate representing 0% Convertible
Senior Notes due 2027 (included as Exhibit A in
Exhibit 4.1 to the Form 8-K filed on 3/5/21). ...............

Standard Industrial/Commercial Single-Tenant
Lease, dated as of January 18, 2017, by and
between Smoky Hollow Industries, LLC and
Registrant with attachments thereto. ...........................

First Amendment dated as of July 1, 2021 to
Standard Industrial/Commercial Single-Tenant
Lease, dated as of January 18, 2017, by and
between Smoky Hollow Industries, LLC and
Registrant with attachments thereto. ...........................

Second Amendment dated as of January 27, 2022
to Standard Industrial/Commercial Single-Tenant
Lease, dated as of January 18, 2017, as amended,
by and between Smoky Hollow Industries, LLC and
Registrant. .......................................................................

8-K

3/5/2021

4.1

8-K

3/5/2021

4.1

S-1

11/16/2018

10.1

10-Q

8/12/2021

10.1

10-Q

5/12/2022

10.2

123Exhibit
No.

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

10.14

EXHIBIT INDEX

Exhibit Description

Third Amendment dated as of March 28, 2022 to
Standard Industrial/Commercial Single-Tenant
Lease, dated as of January 18, 2017, as amended,
by and between Smoky Hollow Industries, LLC and
Registrant.+ .....................................................................

Fourth Amendment dated as of May 23, 2022 to
Lease dated as of July 1, 2021, as amended, by
and between Smoky Hollow Industries, LLC and
Registrant.+ .....................................................................

Fifth Amendment dated as of June 21, 2022 to
Lease dated as of July 1, 2021, as amended, by
and between Smoky Hollow Industries, LLC and
Registrant.+ .....................................................................

Sixth Amendment dated as of August 30, 2022 to
Lease dated as of July 1, 2021, as amended, by
and between Smoky Hollow Industries, LLC and
Registrant.+ .....................................................................

Lease, dated March 13, 2014, as amended, by and
between Sara Maguire LeMone as Trustee of the
Sara Maguire LeMone Revocable Trust dated
February 6, 2004 and Registrant and amendment
thereto dated November 1, 2017. ................................

Second Lease Amendment to Lease, dated March
13, 2014, as amended, by and between Sara
Maguire LeMone as Trustee of the Sara Maguire
Lemone Revocable Trust and the Company, dated
May 6, 2019. ....................................................................

Third Lease Amendment to Lease, dated March 13,
2014, as amended, by and between Sara Maguire
LeMone as Trustee of the Sara Maguire Lemone
Revocable Trust and the Company, dated March
16, 2020. ..........................................................................

Fourth Lease Amendment to Lease, dated March
13, 2014, as amended, by and between Sara
Maguire LeMone as Trustee of the Sara Maguire
Lemone Revocable Trust and the Company, dated
March 9, 2022. ................................................................

Lease, dated October 12, 2017, by and between
LeMone Family Limited Partnership, LLLP and
Registrant as amended by the Lease Amendment
dated April 18, 2018. ......................................................

Second Lease Amendment to Lease, dated
October 12, 2017, as amended, by and between
LeMone Family Limited Partnership, LLLP and
Registrant, dated May 22, 2020. ..................................

Standard Industrial/Commercial Single-Tenant
Lease - Net, dated as of February 11, 2019,
between GSOB, LLC and Registrant, with
attachments thereto. ......................................................

Incorporated by Reference
Date
Form
5/12/2022
10-Q

Number
10.3

Filed
Herewith

10-Q

8/11/2022

10.1

10-Q

8/11/2022

10.2

10-Q

11/10/2022

10.1

S-1

11/16/2018

10.2

10-K

3/19/2020

10.3

10-K

3/19/2020

10.4

10-Q

5/12/2022

10.1

S-1

11/16/2018

10.3

10-Q

8/11/2020

10.2

S-1/A

4/15/2019

10.22

124Exhibit
No.

Exhibit Description

EXHIBIT INDEX

Lease, dated as of January 14, 2021, by and
between Registrant and HC Hornet Way, LLC.

Supply Agreement, dated December 28, 2018, by
and between Roquette America, Inc. and
Registrant.+ .....................................................................

Multi-Year Sales Agreement, dated January 10,
2020, by and between Roquette Frères and
Beyond Meat, Inc.+ ........................................................

First Amendment dated as of August 3, 2022 to the
Multi-Year Sales Agreement, dated January 10,
2020, by and between Roquette Frères and
Beyond Meat, Inc.+ ........................................................

Master Supply Agreement, dated as of December
21, 2018, between Registrant and PURIS Proteins,
LLC.+ ................................................................................

Filed
Herewith

Incorporated by Reference

Form
8-K

Date
1/15/2021

Number
10.1

S-1/A

4/15/2019

10.10

8-K

1/15/2020

10.1

10-Q

8/11/2022

10.3

S-1/A

4/15/2019

10.21

Amendment No. 1 to PURIS Master Supply
Agreement. ......................................................................

10-Q

11/12/2019

10.1

Amendment No. 2 to PURIS Master Supply
Agreement.+ ....................................................................

10-K

3/2/2022

10.14

Form of Indemnification Agreement with directors
and executive officers.* .................................................

S-1/A

1/9/2019

10.11

2011 Equity Incentive Plan, amended as of April 3,
2019, and related forms of stock award
agreements.* ...................................................................

S-1/A

4/15/2019

10.12

2018 Equity Incentive Plan, and related forms of
stock award agreements.* ............................................

S-1/A

1/9/2019

10.13

Amended form of 2018 Equity Incentive Plan stock
option award agreement.* .............................................

10-Q

7/29/2019

10.1

Amended form of 2018 Equity Incentive Plan
restricted stock unit award agreement.* .....................

10-Q

7/29/2019

10.2

2018 Employee Stock Purchase Plan.* ...................... S-1/A

1/9/2019

Executive Incentive Bonus Plan.* ................................

Form of Executive Change in Control Severance
Agreement.* ....................................................................

Employment Agreement by and between
Registrant and Ethan Brown.* ......................................
Offer Letter dated April 29, 2019 with Teri L.
Witteman.* .......................................................................

Retirement Agreement, dated February 28, 2021,
by and between Beyond Meat, Inc. and Mark J.
Nelson.* ...............................................................
Consulting Agreement, dated February 28, 2021,
by and between Beyond Meat, Inc. and Mark J.
Nelson.* ...............................................................

S-1

11/16/2018

10.14

10.15

10.16

S-1/A

1/9/2019

10.20

8-K

5/20/2019

10.1

8-K

3/1/2021

10.1

8-K

3/1/2021

10.2

10.15

10.16

10.17

10.18

10.19

10.20

10.21

10.22

10.23

10.24

10.25

10.26

10.27

10.28

10.29

10.30

10.31

10.32

10.33

125Exhibit
No.

Exhibit Description

EXHIBIT INDEX

10.34

10.35

10.36

10.37

10.38

10.39

10.40

10.41

10.42

10.43

10.44

14.1

21.1

23.1

31.1

31.2

32.1**

32.2**

Form of Confirmation of Base Call Option
Transaction, dated March 2, 2021. ..............................

Form of Confirmation of Additional Call Option
Transaction, dated March 12, 2021. ............................

Offer Letter dated June 4, 2021 between the
Company and Philip E. Hardin.* ..................................
Offer Letter dated April 21, 2021 between the
Company and Deanna Jurgens.*+ ..............................
Offer Letter dated November 5, 2021 between the
Company and Douglas W. Ramsey.* ..........................
Offer Letter dated November 9, 2021 between the
Company and George B. Adcock.*+ ...........................
Letter agreement dated November 10, 2022
between the Company and Lubi Kutua.* ....................
Separation agreement dated December 4, 2022
between the Company and Deanna Jurgens.*+ .......
Offer Letter dated February 16, 2021 between the
Company and Jackie Trask.*+ .....................................
Consulting Agreement dated April 1, 2022 between
the Company and Gary Schultz.*+ ..............................
Amendment dated December 22, 2022 to
Consulting Agreement dated April 1, 2022 by and
between the Company and Gary Schultz.* ................
Code of Business Conduct and Ethics, as
amended effective as of December 16, 2022 ............

List of Subsidiaries of Beyond Meat, Inc. ...................

Consent of Independent Registered Public
Accounting Firm. .............................................................

Certification of Chief Executive Officer pursuant to
Rules 13a-14(a) and 15d-14(a) of the Securities
Exchange Act of 1934, as amended, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. ............................................................................
Certification of Chief Financial Officer pursuant to
Rules 13a-14(a) and 15d-14(a) of the Securities
Exchange Act of 1934, as amended, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. ............................................................................
Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. ......
Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. ......

Incorporated by Reference

Form
8-K

Date
3/05/2021

Number
10.1

Filed
Herewith

8-K

3/16/2021

10.1

8-K

6/10/2021

10.1

10-K

3/2/2022

10.31

8-K

12/8/2021

10.1

10-K

03/2/2022

10.33

8-K

11/16/2022

10.1

8-K

12/6/2022

10.1

10-Q

5/12/2022

10.4

126Exhibit
No.

101

EXHIBIT INDEX

Exhibit Description

Incorporated by Reference
Date
Form

Number

Filed
Herewith

The following financial statements from the
Company's Yearly Report on Form 10-K for the
fiscal year ended December 31, 2022 formatted in
Inline XBRL: (i) Consolidated Balance Sheets, (ii)
Consolidated Statements of Operations, (iii)
Consolidated Statements of Comprehensive Loss
(iv) Consolidated Statements of
Stockholders' (Deficit) Equity, (v) Consolidated
Statements of Cash Flows and (vi) Notes to
Consolidated Financial Statements, tagged as
blocks of text and including detailed tags. ..................

104

Cover Page Interactive Data File (formatted as
Inline XBRL and contained in Exhibit 101) .................

_________________
*Indicates management contract or compensatory plan or arrangement.

**This certification is deemed furnished, and not filed, with the Securities and Exchange Commission and is not

to be incorporated by reference into any filing of Beyond Meat, Inc. under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this
Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

+Certain portions of this document that constitute confidential information have been redacted in accordance

with Regulation S-K, Item 601(b)(10).

127ITEM 16. FORM 10-K SUMMARY.

None.

128Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

Date:

March 1, 2023

BEYOND MEAT, INC.

By:

/s/ Ethan Brown

Name: Ethan Brown
Title:

President and Chief Executive Officer

POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature appears below constitutes and
appoints Ethan Brown and Lubi Kutua, and each of them, as such person’s true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and
stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file
the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or their or such person’s substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons, on behalf of the registrant and in the capacities indicated below on March 1, 2023:

Signature

/s/ Ethan Brown
Ethan Brown

/s/ Lubi Kutua
Lubi Kutua

/s/ Henry Dieu
Henry Dieu

/s/ Seth Goldman

Seth Goldman

/s/ Sally Grimes
Sally Grimes

Title

President, Chief Executive Officer, and Director
(Principal Executive Officer)

Chief Financial Officer and Treasurer (Principal
Financial Officer)

Vice President and Corporate Controller

(Principal Accounting Officer)

Chair of the Board

Director

129/s/ Colleen Jay

Colleen Jay

/s/ Raymond J. Lane

Raymond J. Lane

/s/ Muktesh Pant

Muktesh Pant

/s/ Ned Segal

Ned Segal

/s/ Christopher Isaac Stone

Christopher Isaac Stone

/s/ Kathy N. Waller

Kathy N. Waller

Director

130 BOARD OF DIRECTORS

Ethan Brown
Founder, President and Chief Executive Officer
of Beyond Meat, Inc.

Seth Goldman
Chair of the Board of Beyond Meat, Inc.
Former Executive Chair of Beyond Meat, Inc.
Co-Founder and Chief Executive Officer
of Eat the Change

Sally Grimes
Former Chief Executive Officer
of Clif Bar & Company

Colleen Jay
Retired Global Division President
of The Procter & Gamble Company

Raymond J. Lane
Managing Partner of GreatPoint Ventures

Muktesh Pant
Retired Chief Executive Officer
of Yum China Holdings

Ned Segal
Former Chief Financial Officer of Twitter, Inc.

Christopher Isaac “Biz” Stone
Co-Founder of Twitter, Inc.

Kathy N. Waller
Retired Executive Vice President, Chief Financial
Officer and President, Enabling Services
of The Coca-Cola Company

EXECUTIVE TEAM
Ethan Brown
Founder, President and Chief Executive Officer

Lubi Kutua
Chief Financial Officer and Treasurer

Dariush Ajami, PhD
Chief Innovation Officer

Teri L. Witteman
Chief Legal Officer and Secretary

Margaret “Jackie” Trask
Chief People Officer

Jonathan Nelson
Senior Vice President, Operations

Mike Sharman
Senior Vice President, Global Sales

Akerho “AK” Oghoghomeh
Senior Vice President, Global Marketing

HEADQUARTERS
888 N. Douglas Street, Suite 100
El Segundo, California 90245

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
555 West 5th Street, Suite 2700
Los Angeles, California 90013
213-688-0800
www.deloitte.com

TRANSFER AGENT
EQ Shareowner Services
1110 Centre Pointe Curve
Mendota Heights, Minnesota 55120
800-468-9716
stocktransfer@equiniti.com

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