BEYOND MEAT, INC.

Current report

Note 5. Property, Plant and Equipment

Current report

The Company records property, plant, and equipment at cost and includes finance lease assets in Property, plant and equipment, net in its condensed consolidated balance sheets. A summary of property, plant, and equipment as of March 29, 2025 and December 31, 2024, is as follows:

Current report

Depreciation and amortization expense in the three months ended March 29, 2025 and March 30, 2024 was $7.4 million and $7.0 million, respectively. Depreciation and amortization expense in the three months ended March 29, 2025 included $1.5 million in accelerated depreciation related to the reassessment of useful lives of certain assets resulting from the suspension of the Company’s operational activities in China. Of the total depreciation and amortization expense in the three months ended March 29, 2025 and March 30, 2024, $6.0 million (including $0.6 million in accelerated depreciation related to the reassessment of useful lives of certain assets resulting from the suspension of the Company’s operational activities in China) and $6.1 million, respectively, were recorded in cost of goods sold, $1.3 million (including $0.9 million in accelerated depreciation related to the reassessment of useful lives of certain assets resulting from the suspension of the Company’s operational activities in China), and $0.5 million, respectively, were recorded in research and development expenses, and $0.1 million and $0.4 million, respectively, were recorded in SG&A expenses, in the Company’s condensed consolidated statements of operations.

Current report

The Company had $1.6 million and $1.9 million in property, plant and equipment concluded to meet the criteria for assets held for sale as of March 29, 2025 and December 31, 2024, respectively, and recorded $0.1 million and $0.2 million in loss on sale of assets in the three months ended March 29, 2025 and March 30, 2024, respectively.

Previous report

ITEM 1A. RISK FACTORS.

Previous report

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our 2023 10-K, as updated and supplemented below and in our subsequent filings. These risks could materially harm our business, operating results and financial condition. Additional factors and uncertainties not currently known to us or that we currently consider immaterial also may materially adversely affect our business, financial condition or future results.

Previous report

Risk Factors

Previous report

Risks Related to Our Business

Previous report

Any changes in estimates, judgments and assumptions used in the preparation of financial statements in accordance with GAAP or any future impairment charges could have a material adverse effect on our business, financial position and operating results.

Previous report

The preparation of financial statements in accordance with GAAP involves making estimates, judgments and assumptions that affect reported amounts of assets (including intangible assets), liabilities, revenues and expenses. This includes estimates, judgments and assumptions for assessing the recoverability of our assets, pursuant to Financial Accounting Standards Board issued authoritative guidance. If any estimates, judgments or assumptions change in the future, the Company may be required to record additional expenses and/or impairment charges. See Part 1, Item 1A, “Risk Factors — Risks Related to our Business —The Company is subject to accounting estimate risks”in the 2023 10-K.

Previous report

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under assumptions or conditions that may change in the future. While we believe the assumptions and estimates we make are reasonable, any changes to our assumptions or estimates, or any actual results which differ from our assumptions or estimates, could have a material adverse effect on our financial position and operating results. Improper design and implementation of internal controls related to the estimates could result in misstatement of financial reports.

Previous report

We perform an asset impairment analysis on an annual basis or whenever events or changes in circumstances indicate that a long-lived asset group may not be recoverable. Failure to achieve forecasted operating results, due to weakness in the economic environment or other factors, changes in market conditions and declines in our market capitalization, our continued review of our operations in China which may include scaling back or discontinuing some or all of our operations in China, failure to negotiate a partial lease termination or sublease, assign or otherwise transfer the unoccupied space of our Campus Headquarters, among other things, could result in impairment of our assets and adversely affect our operating results.

Previous report

Risks Related to Our Investments

Previous report

Our manufacturing operations in China and Europe require substantial investments and are subject to numerous risk and uncertainties. We continue to review and evaluate our operations in China, which may result in scaling back or discontinuing some or all of our operations in China and may result in significant write-downs or impairment charges in the future.

Previous report

Our substantial investment in manufacturing facilities 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. Our Chinese and European facilities 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.

Previous report

We continue to review and evaluate our operations in China which may include scaling back or discontinuing some or all of our operations in China. If we discontinue some or cease operations altogether in China, we expect to incur non-cash charges such as provision for excess and obsolete inventory and impairment charges, accelerated depreciation on write-offs and disposals of fixed assets, and losses on sale and write-down of fixed assets, as well as certain cash and non-cash charges such as contract termination charges, lease exit and related costs, severance payments and other related costs. These charges may have a material adverse effect on our financial condition and operating results.

Previous report

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

Previous report

If the build out of our Campus Headquarters is delayed or incurs cost overruns, does not operate in accordance with our expectations, or if we are unable to build out or occupy the rest of the Campus Headquarters and cannot negotiate a partial lease termination, or sublease, assign or otherwise transfer the unoccupied space on terms favorable to us or at all, which may result in penalty payments, impairment charges and/or write-offs, our business or financial condition or results of operations may be adversely affected.

Previous report

In 2021, we entered into a lease agreement for an initial term of 12 years to develop and house our Campus Headquarters. The Campus Headquarters is being built out by the Landlord, who delivered Phase 1-A of the Campus Headquarters to us in the third quarter of 2022 and Phase 1-B of the Campus Headquarters to us in the second quarter of 2023. We currently do not have firm timing on the delivery of the rest of the Campus Headquarters. If we cannot complete development of the Campus Headquarters for any reason or within the approved budget, or if there are significant cost overruns and/or delays in the development of the Campus Headquarters, our cash flows, financial condition, or results of operations could be materially and adversely affected. In addition, we may not be able to build out or occupy the rest of the Campus Headquarters and are considering subleasing, assigning or otherwise transferring the unoccupied space, or negotiating a partial lease termination but may be unable to enter into or negotiate such an agreement or partial termination, which could have an adverse effect on our operating and financial results. An agreement to partially terminate, sublease, assign or otherwise transfer the unoccupied part of the Campus Headquarters would be subject to certain risks and uncertainties. For example, the agreement may not be completed on terms advantageous to us because the rental rate we receive under the agreement may not fully cover the rental rate we pay under the Campus Lease for the same space or our subtenants may fail to make lease payments, which may result in impairment charges for right-of-use assets and prepaid lease costs and could have a negative impact on our financial condition and results of operations. In addition, a partial termination of the lease could result in a penalty payment to exit the lease and non-cash write-off of prepaid lease costs which could have a negative impact on our financial condition and results of operations.

Previous report

In addition, the period in which the improvement allowance was available to us to fund the build out of the Campus Headquarters ended on September 30, 2024 under the Campus Lease. Our inability to use the improvement allowance to build out the rest of the Campus Headquarters may limit us from further developing and occupying, or subleasing, assigning, or otherwise transferring the rest of the Campus Headquarters. Further, there could be unanticipated difficulties in initiating and maintaining operations at the Campus Headquarters, including, but not limited to, IT system interruptions, other infrastructure support problems or the Campus Headquarters may prove 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 remedy and could have an adverse impact on our financial condition and results of operations.

Previous report

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.

Previous report

As of September 28, 2024, 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:

Previous report

•limiting our ability to obtain additional financing;

Previous report

•diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion or exchange of the Notes (as defined below) which may also reduce the trading price of our common stock; and

Previous report

In 2021, we issued a total of $1.15 billion aggregate principal amount of our 0% Convertible Senior Notes due 2027 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

Previous report

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 and our ability to raise additional capital, which is subject to economic, financial, competitive and other factors beyond our control. We may be unable to refinance the Notes on terms satisfactory to us, or at all. Such financing and other potential financings could result in substantial dilution to stockholders, and could result in the reduction in the trading price of our common stock, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. Based on our current business plan, we expect that we will be required to raise additional capital 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.

Previous report

We will 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.

Previous report

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 equipment, 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.

Previous report

As of September 28, 2024, we had cash and cash equivalents and restricted cash of $134.9 million. In the near term, subject to our compliance with applicable laws, the applicable requirements of the New Equity Distribution Agreement and market conditions, we expect to raise additional capital through the issuance of equity securities under our New ATM Program by the end of 2024, which will result in additional dilution to our stockholders and may negatively impact the market price of our common stock. In addition, we continue to pursue alternatives to further bolster and restructure our balance sheet in 2025, through public or private equity or debt financings or other sources, including strategic collaborations. For example, on March 18, 2024, we filed the 2024 Shelf Registration Statement, which the SEC declared effective on April 12, 2024 and which replaced the 2023 Shelf Registration Statement. The 2024 Shelf Registration Statement allows us to sell, from time to time and at our discretion, Company securities having an aggregate offering price of up to $250.0 million including up to $200.0 million in shares of common stock that may be sold. Any issuance of equity or debt securities may be for cash or in exchange for our outstanding Notes, which could have a highly dilutive effect on current stockholders and could negatively affect the trading price of our common stock. In addition to resulting in additional dilution to our existing stockholders or negatively affecting the trading price of our common stock, any such potential financings may result in the imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. Furthermore, any such securities issued pursuant to potential financings may include rights that are senior to our shares of common stock. In addition, the capital markets may experience extreme volatility and disruption, including high interest rates in certain geographic regions and higher borrowing costs, which could adversely affect our liquidity and financial condition, including our ability to access the capital markets to raise capital and meet liquidity needs. We may be unable to raise additional capital for reasons including, without limitation, our operational and/or financial performance, investor confidence in us and the plant-based meat industry, credit availability from banks and other financial institutions and the status of current projects. If we cannot access the capital markets upon favorable terms or at all, it could adversely affect our business and financial position.

Previous report

Our future capital requirements may vary materially from those currently planned and will depend on many factors, including, among others:

Previous report

•demand in the plant-based meat category and for our products;

Previous report

•our rate of revenue generation;

Previous report

•the results of our review of our global operations and the successful implementation of our ongoing cost-reduction initiatives including our continued review of our operations in China, which may include scaling back or discontinuing some or all of our operations in China;

Previous report

•timing to adjust our supply chain and cost structure in response to material fluctuations in product demand;

Previous report

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

Previous report

•our investment in and build out of our Campus Headquarters, including the timing and success of subleasing, assigning or otherwise transferring excess space or negotiating a partial lease termination at our Campus Headquarters on terms advantageous to us or at all;

Previous report

•the success of, and expenses associated with, our marketing initiatives;

Previous report

•our investment in manufacturing and facilities to optimize our manufacturing and production capacity, including underutilization fees, termination fees and exit costs;

Previous report

•our investments in real property and joint ventures;

Previous report

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

Previous report

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

Previous report

•any lawsuits related to our products or commenced against us, including the class actions brought against us or the derivative actions brought against certain of our current and former directors and officers;

Previous report

•variations in product selling prices and costs;

Previous report

•the timing and success of changes to our pricing architecture within certain channels including price increases of certain of our products in our U.S. retail and foodservice channels, and the mix of products sold;