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

For the fiscal year ended December 31, 2020

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

Delaware			26-4087597
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

BYND

The Nasdaq Stock Market LLC

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  ☐    

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

DOCUMENTS INCORPORATED BY REFERENCE

TABLE OF CONTENTS
			Page
Part I
Item 1. Business			1
Item 1A. Risk Factors			18
Item 1B. Unresolved Staff Comments			53
Item 2. Properties			53
Item 3. Legal Proceedings			54
Item 4. Mine Safety Disclosures			54
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			54
Item 6. Selected Financial Data			56
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			58
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			83
Item 8. Financial Statements and Supplementary Data			85
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			130
Item 9A. Controls and Procedures			131
Item 9B. Other Information			134
Part III
Item 10. Directors, Executive Officers and Corporate Governance			135
Item 11. Executive Compensation			135
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			135
Item 13. Certain Relationships and Related Transactions, and Director Independence			135
Item 14. Principal Accounting Fees and Services			135
Part IV
Item 15. Exhibits, Financial Statement Schedules			136
Item 16. Form 10-K Summary			140
Signatures			141

Note Regarding Forward-Looking Statements

•the effects of the coronavirus (“COVID-19”) pandemic on our business, financial condition and results of operations, including on our supply chain, the demand for our products, and, in particular in our foodservice channel, our product and channel mix, the timing and level of retail purchasing, our manufacturing facilities and operations, our inventory levels, our ability to expand and produce in new geographic markets or the timing of such expansion efforts, the pace and success of new product introductions, the timing of new foodservice launches, and on overall economic conditions and consumer confidence and spending levels;

•the impact of adverse and uncertain economic and political conditions in the U.S. and international markets;

•the volatility of capital markets and other macroeconomic factors;

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

•our ability to effectively manage our growth;

•the failure of acquisitions and other investments to be efficiently integrated and produce the results we anticipate;

•the success of operations conducted by joint ventures, such as The PLANeT Partnership, LLC 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 effects of increased competition from our market competitors and new market entrants;

•changes in the retail landscape, including the timing and level of trade and promotion discounts, our ability to grow market share and increase household penetration, repeat buying rates and purchase frequency, and our ability to maintain and increase sales velocity of our products;

•the success of distribution expansion and new product introductions in increasing revenues and market share;

•the timing and success of strategic partnership launches and limited time offerings resulting in permanent menu items;

•our estimates of the size of our market opportunities;

•our ability to effectively expand our manufacturing and production capacity;

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

•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 or contagious diseases or fear of such outbreaks, such as COVID-19;

•the success of our marketing initiatives and the ability to grow brand awareness, maintain, protect and enhance our brand, attract and retain new customers and grow our market share;

•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 to manufacture our products;

•the availability of pea and other protein that meets 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 and other input costs;

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

•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;

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

•the attraction, training and retention of qualified employees and key personnel and our ability to maintain our company culture as we continue to grow;

•the effects of natural or man-made catastrophic events particularly involving our or any of our co-manufacturers’ manufacturing facilities or our suppliers’ facilities;

•the impact of marketing campaigns aimed at generating negative publicity regarding our products, brand and the plant-based industry category;

•the effectiveness of our internal controls;

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

•our ability to meet our obligations under our campus headquarters lease, the timing of occupancy and completion of the build-out of our space, cost overruns and the impact of COVID-19 on our space demands;

•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 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;

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

•economic conditions and the impact on consumer spending;

•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;

•foreign exchange rate fluctuations; 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”).

PART I

•Unique Approach to the Product

•Unique Approach to the Market

•Unique Approach to Our Brand

We launched the Go Beyond marketing campaign in February 2019, which seeks to mobilize our ambassadors to help raise brand awareness and make our products aspirational. In 2020, as part of this campaign, we launched our What if We all Go Beyond? brand anthem, inviting consumers to see how over time through small changes, such as what we put at the center of our plates, there can be a meaningful collective impact on human health and the health of our planet. Additionally, in response to the COVID-19 pandemic, in the second quarter of 2020 we undertook our Feed A Million+ campaign, where we, with the support of our brand ambassadors and other partners, donated and distributed more than one million Beyond Burgers and nourishing meals at no cost to food banks, healthcare workers, frontline responders and communities in need across the country. We are focused on continuing to scale the Go Beyond campaign to new levels globally, using celebrity activation to welcome consumers to the brand, define the category and remain its leader.

•Dedicated Focus on Innovation

•Brand Mission Aligned with Consumer Trends

•Experienced and Passionate Executive Management Team

•Pursue Top-line Growth Across our Distribution Channels

• Retail: We plan to continue to grow our sales within U.S. retail by focusing on increasing market share, household penetration, repeat buying rates and purchase frequency, sales velocity and new product introductions. In March 2019, we introduced Beyond Beef, which is designed to have the meaty taste and texture and replicate the versatility of ground beef. In May 2019, we began selling the Beyond Burger in retail stores across Canada. In June 2019, we introduced the new Beyond Burger and Beyond Beef at retailers across the U.S. In March 2020, we introduced Beyond Breakfast Sausage Patties in classic and spicy flavors. In June 2020, we introduced Cookout Classic, our plant-based burger patties in value packs. In September 2020, we introduced Beyond Meatballs. In October 2020, we introduced Beyond Breakfast Sausage Links. As of December 31, 2020, our products were available in approximately 28,000 retail outlets in the United States and 34,000 retail outlets internationally.

• Foodservice: We plan to continue to expand our network of foodservice partners, including large full service restaurant (“FSR”) and QSR customers in the United States and abroad, with increased penetration across this channel reflecting a desire by the foodservice establishments to add plant-based products to their menus and to highlight these offerings. Through enhanced marketing efforts we intend to continue to build our brand, amplify our value proposition around taste, health and sustainability, serve as a best-in-class partner to strategic and other QSR customers to support product development and category management, and drive consumer adoption of our products. As of December 31, 2020, our products were available in approximately 42,000 foodservice outlets in the United States and 18,000 foodservice outlets internationally.

• International: We believe there is significant demand for our products globally in retail and foodservice channels and expect to increase production and expand third-party partnerships in 2021 to increase the availability and speed with which we can get our products to customers internationally. As of December 31, 2020, our products were available in approximately 52,000 international retail and foodservice outlets. We have established and seek to establish additional relationships with distributors across channels globally.

•Invest in Infrastructure and Capabilities

•Expand Our Product Offerings

•Continue to Grow Our Brand

Beyond Burger: The Beyond Burger, our flagship product, was our first product merchandised in the meat case of grocery stores in the United States. The Beyond Burger is designed to look, cook and taste like an 80/20 ground beef burger. It is made from a blend of pea, mung bean and rice proteins. The Beyond Burger’s primary source of protein comes from peas, providing 20 grams of protein, and has no soy, gluten or GMOs. In 2021, we plan to introduce two new versions of the Beyond Burger in the U.S. designed to meet consumers’ growing demand for plant-based proteins that deliver on both taste and nutrition, while offering more choices for consumers. In June 2020, in response to COVID-19, we launched our Cookout Classic value packs, a limited edition offering with 10 plant-based burgers per carton available in the frozen meat aisle, made from a blend of pea and rice proteins, providing 18 grams of protein per serving.

Beyond Beef: Beyond Beef is designed to have the meaty taste and texture of ground beef and replicate the versatility of ground beef. It has 35% less saturated fat than 80/20 beef or five grams per four-ounce serving. Like animal-based ground beef, Beyond Beef can be used in a variety of dishes, such as tacos and meatballs, and is sold to our foodservice partners for use in menu items such as pizza toppings. It is made from a blend of pea, mung bean and rice proteins, and has no soy, gluten or GMOs.

Beyond Sausage: Beyond Sausage is designed to look, cook and taste like a pork sausage. Beyond Sausage is made from a blend of pea, rice and faba bean proteins. Beyond Sausage’s primary source of protein comes from peas, providing 16 grams of protein and three grams of fiber per serving, and has no soy, gluten or GMOs. Beyond Sausage currently comes in three flavors: Brat Original, Hot Italian and Sweet Italian.

•Retail and Foodservice

•International

•Sourcing and Suppliers

• Supply Agreements

•Sales

•Field Marketing Representatives

•Digital Marketing and Social Media

• taste;

• nutritional profile;

• ingredients;

• texture;

• ease of integration into the consumer diet;

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

• lack of soy, gluten and GMOs;

• convenience;

• cost;

• brand awareness and loyalty among consumers;

• media spending;

• product variety and packaging;

• access to major retailer shelf space and retail locations;

• Allow employees to work remotely where feasible;

• Engaged an epidemiologist advisor to establish appropriate safety standards across all of our locations;

• Engaged an industrial hygienist to check the air quality and overall safety practices at our El Segundo offices;

• Implemented enhanced safety measures including mandatory face coverings, physical distance requirements, temperature checks, deep cleaning and disinfectant protocols, and hand sanitizing stations for employees continuing critical on-site work at all locations;

• Provide employee-wide training on COVID-19 safety measures;

• Reorganized the lay-out of our innovation lab in El Segundo to allow for increased social distancing;

• Implemented staggered shifts for employees continuing critical on-site work at all locations to allow for increased social distancing;

• Restrict company travel to essential business travel that requires prior multi-level approvals; and

• Provide free onsite weekly COVID-19 testing for all employees located at our El Segundo offices.

Diversity and Inclusion

Mission, Culture and Engagement

Total Rewards and Pay Equity

Development and Retention

•Risks Related to Our Business, such as, effects of the COVID-19 pandemic on our business; our history of losses and ability to achieve or sustain profitability; our ability to effectively expand our manufacturing operations and accurately forecast demand for our products; our reliance on a limited number of third-party suppliers and our ability to procure sufficient high quality raw materials; 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 corporate headquarters; failure to effectively manage our growth; difficulties expanding into new markets; slow revenue growth rates; revenue and earnings fluctuations; seasonal fluctuations; delays in product delivery by third-party transportation providers; failure to retain our senior management and attract and retain employees; use of professional employer organizations to employ

•Risks Related to Our Products, such as, limited availability of pea protein that meets our standards; incidents of food safety and food-borne illnesses or advertising or product misbranding; reduction in sales of the Beyond Burger; 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; 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 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, failure to meet our significant lease obligations; restrictions on our operations due to our covenants in our revolving credit agreement; and failure to obtain additional financing to achieve our goals.

•Risks Related to the Environment, Climate and Weather, such as, a major natural disaster 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 Ownership of Our Common Stock, 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 plans 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.

•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.

•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.

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

•the expenses associated with our marketing initiatives;

•our investment in manufacturing 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, including the costs associated with our current litigation with a former co-manufacturer, or the derivative actions brought against certain of 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.

•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.

•the effects of COVID-19; 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 protein market;

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

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

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

•adverse developments concerning our manufacturers or suppliers;

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

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

•success of international expansion;

•speculation regarding public customer announcements or geographic expansion;

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

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

•additions or departures of key personnel;

•competition from existing products or new products that may emerge;

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

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

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

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

•litigation or regulatory matters;

•announcement or expectation of additional financing efforts;

•our cash position;

•sales of our common stock by our stockholders;

•issuance of equity or debt;

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

•changes in accounting practices;

•ineffectiveness of our internal controls;

•short-selling of our common stock;

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

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

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

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

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

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

•prohibiting cumulative voting in the election of directors;

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

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

•prohibiting stockholder action by written consent;

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

•requiring advance notification of stockholder nominations and proposals.

•any derivative action or proceeding brought on our behalf;

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

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

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

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

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

Subsequent to the year ended December 31, 2020, on January 14, 2021, we entered into a 12-year lease with two 5-year renewal options to house our corporate headquarters, lab and innovation space in El Segundo, California. See Note 14, Subsequent Event, to Notes to Consolidated Financial Statements included elsewhere in this report.

For a description of our material pending legal proceedings, please see Note 11, Commitments and Contingencies, of the Notes to Consolidated Financial Statements included elsewhere in this report.

PART II

(in thousands, except share and per share data)						Year Ended December 31,
Statements of Operations Data:						2020						2019						2018						2017						2016
Net revenues						$	406,785					$	297,897					$	87,934					$	32,581					$	16,182
Cost of goods sold						284,510						198,141						70,360						34,772						22,494
Gross profit (loss)						122,275						99,756						17,574						(2,191)						(6,312)
Research and development expenses						31,535						20,650						9,587						5,722						5,782
Selling, general and administrative expenses						133,655						74,726						34,461						17,143						12,672
Restructuring expenses(1)						6,430						4,869						1,515						3,509						—
Total operating expenses						171,620						100,245						45,563						26,374						18,454
Loss from operations						(49,345)						(489)						(27,989)						(28,565)						(24,766)
Other expense:
Interest expense						(2,576)						(3,071)						(1,128)						(1,002)						(380)
Remeasurement of warrant liability(2)						—						(12,503)						(1,120)						(385)						—
Other, net						(759)						3,629						352						(427)						—
Total other expense, net						(3,335)						(11,945)						(1,896)						(1,814)						(380)
Loss before taxes						(52,680)						(12,434)						(29,885)						(30,379)						(25,146)
Income tax expense						72						9						1						5						3
Net loss						$	(52,752)					$	(12,443)					$	(29,886)					$	(30,384)					$	(25,149)
Net loss per share available to common stockholders—basic and diluted(3)(4)						$	(0.85)					$	(0.29)					$	(4.75)					$	(5.57)					$	(5.51)
Weighted average common shares outstanding—basic and diluted(4)						62,290,445						42,274,777						6,287,172						5,457,629						4,566,757

(in thousands)						As of December 31,
Balance Sheet Data:						2020						2019						2018
Cash and cash equivalents						$	159,127					$	275,988					$	54,271
Working capital(5)						$	243,259					$	355,897					$	77,659
Property, plant and equipment, net						$	115,299					$	47,474					$	30,527
Total assets						$	468,006					$	451,923					$	133,749
Total debt						$	25,000					$	30,569					$	30,388
Stock warrant liability(2)						$	—					$	—					$	1,918
Convertible preferred stock(6)						$	—					$	—					$	199,540
Stockholders' equity (deficit)						$	367,097					$	384,090					$	(121,750)

(1) Restructuring expenses include expenses related to the impairment write-off of long-lived assets and legal and other expenses associated with a dispute with a co-manufacturer. See Note 3, Restructuring, to the Notes to Consolidated Financial Statements, and Note 11, Commitments and Contingencies—Litigation, included elsewhere in this report.

(2) Reflects remeasurement of warrant liability in the years ended December 31, 2017, 2018 and 2019. See Note 8, Debt—Stock Warrant Liability, to the Notes to Consolidated Financial Statements included elsewhere in this report.

(3) See Note 13, Net Loss Per Share Available to Common Stockholders, to the Notes to Consolidated Financial Statements included elsewhere in this report, for an explanation of the method used to calculate net loss per share available to common stockholders and the number of shares used in the computation of the per share amounts.

(4) For the years ended December 31, 2018, 2017 and 2016, all common stock and per share amounts have been adjusted retrospectively to reflect the 3-for-2 reverse stock split of our common stock on January 2, 2019. See Note 2, Summary of Significant Accounting Policies—Reverse Stock Split, to the Notes to Consolidated Financial Statements included elsewhere in this report.

(6) Reflects automatic conversion of convertible preferred stock into common stock upon closing of IPO. See Note 9, Stockholders’ Equity (Deficit) and Convertible Preferred Stock, to the Notes to Consolidated Financial Statements included elsewhere in this report.

On October 30, 2020, we acquired certain assets including land, building, manufacturing equipment and assembled workforce from one of our former co-manufacturers for cash consideration of $14.5 million, subject to adjustment for customary prorations, transfer taxes, escrow holdbacks and other adjustments. Expenses related to this acquisition amounted to $1.0 million. As part of this transaction, we also acquired an assembled workforce of approximately 180 employees. We are using this manufacturing facility primarily for the production of our finished goods. See Note 5, Asset Acquisition, to the Notes to Consolidated Financial Statements included elsewhere in this report.

Subsequent to the year ended December 31, 2020, on January 14, 2021, we entered into a 12-year lease with two 5-year renewal options to house our corporate headquarters, lab and innovation space in El Segundo, California. See Note 14, Subsequent Events, to the Notes to Consolidated Financial Statements included elsewhere in this report.

•continued weak demand in the foodservice channel from decreased foot traffic in foodservice establishments and the level of demand shift from foodservice to retail business;

•increased cost of goods sold and increased promotional programs and trade discounts to our retail and foodservice customers resulting in negative impacts on our gross margins;

•potential disruption to the supply chain caused by distribution and other logistical issues;

•potential disruption or closure of our facilities or those of our suppliers or co-manufacturers due to employee contraction of COVID-19;

•the timing and success of strategic partnership launches and resumption of any expansion plans for our product lines for those QSR customers who are in trial or test phase;

•reduced consumer confidence and consumer spending (including as a result of lower discretionary income due to unemployment or reduced or limited work as a result of measures taken in response to the pandemic), including spending to purchase our products; and negative trends in consumer purchasing patterns due to consumers’ disposable income, credit availability and debt levels;

•continued foodservice customer closures (including re-closures in connection with resurgences of COVID-19) or further reduced operations;

•our ability to introduce new foodservice products as QSR and other partners look to simplify menu offerings as a result of the pandemic;

•changes in the retail landscape, including the timing and level of trade and promotion discounts, our ability to grow market share and increase household penetration, repeat buying rates and purchase frequency, and our ability to maintain and increase sales velocity of our products;

•the pace and success of new product introductions;

•the uncertain economic and political outlook in the U.S. and worldwide;

•uncertainty in the length of recovery time for the U.S. and world economies; and

•disruptions in our ability to expand to new international locations.

Net Revenues

Distribution Channel						Description
U.S. Retail						Net revenues from retail sales to the U.S. market(1)
U.S. Foodservice						Net revenues from restaurant and foodservice sales to the U.S. market
International Retail						Net revenues from retail sales to international markets, including Canada
International Foodservice						Net revenues from restaurant and foodservice sales to international markets, including Canada

						Three Months Ended
(in thousands)						March 30, 2019						June 29, 2019						September 28, 2019						December 31, 2019
U.S.:
Retail						$	19,461					$	30,531					$	44,170					$	35,221
Foodservice						8,834						16,504						18,359						26,675
U.S. net revenues						28,295						47,035						62,529						61,896
International:
Retail						118						3,589						6,295						5,424
Foodservice						11,793						16,627						23,137						31,159
International net revenues						11,911						20,216						29,432						36,583
Net revenues						$	40,206					$	67,251					$	91,961					$	98,479

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

•distribution expansion, increased sales velocity, household penetration and repeat buying rates across our channels;

•increased international sales of our products across geographies, markets and channels as we continue to grow our numbers of international customers;

•our continued innovation and product commercialization, including enhancing existing products and introducing new products, such as Beyond Meatballs, Beyond Breakfast Sausage Patties and Beyond Breakfast Sausage Links, across our plant-based platforms that appeal to a broad range of consumers, including those who typically eat animal-based meat;

•enhanced marketing efforts as we continue to build our brand, amplify our value proposition around taste, health and sustainability, serve as a best-in-class partner to strategic and other QSR customers to support product development and category management, and drive consumer adoption of our products, including scaling our Go Beyond marketing campaign, which seeks to mobilize our ambassadors to welcome consumers to the brand, define the category and remain its leader, and the launch of our What if We all Go Beyond? brand anthem, inviting consumers to see how over time through small changes, such as what you put at the center of your plate, there can be a meaningful collective impact on human health and the health of our planet;

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

•increased production levels as we scale production to meet demand for our products across our distribution channels both domestically and internationally.

•expansion of our own internal production facilities domestically and abroad to produce our woven proteins, blends of flavor systems and binding systems, and finished goods, while pursuing additional relationships with co-manufacturers; and

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

Gross Profit

agreement and related factory leasing contract to design and develop manufacturing facilities to manufacture plant-based meat products under the Beyond Meat brand in China. Renovations in the leased facility commenced at the end of 2020 with trial production expected in the first quarter of 2021 and full-scale end-to-end production expected by the end of the second quarter of 2021. On October 30, 2020, we acquired certain assets including land, building, manufacturing equipment and assembled workforce from one of our former co-manufacturers. We are using this manufacturing facility for the production of our finished goods. See Note 5, Asset Acquisition, to the Notes to Consolidated Financial Statements included elsewhere in this report. Acquisition of these assets is expected to allow us to reduce manufacturing and packaging costs through vertical integration and provide opportunities for us to test new processes and scale new products more quickly. As a result of these expansion initiatives, we expect our cost of goods sold in absolute dollars to increase to support our growth.

Operating Expenses

Research and Development Expenses

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

Restructuring Expenses

In May 2017, management approved a plan to terminate an exclusive supply agreement with one of our co-manufacturers. For a discussion of these expenses, see Note 3, Restructuring, and Note 11, Commitments and Contingencies, to the Notes to Consolidated Financial Statements, included elsewhere in this report.

Seasonality

												Year Ended December 31,
(in thousands)																		2020						2019						2018
Net revenues																		$	406,785					$	297,897					$	87,934
Cost of goods sold																		284,510						198,141						70,360
Gross profit																		122,275						99,756						17,574
Research and development expenses																		31,535						20,650						9,587
Selling, general and administrative expenses																		133,655						74,726						34,461
Restructuring expenses																		6,430						4,869						1,515
Total operating expenses																		171,620						100,245						45,563
Loss from operations																		$	(49,345)					$	(489)					$	(27,989)

																		Year Ended December 31,
																		2020						2019						2018
Net revenues																		100.0		%				100.0		%				100.0		%
Cost of goods sold																		69.9						66.5						80.0
Gross profit																		30.1						33.5						20.0
Research and development expenses																		7.7						6.9						10.9
Selling, general and administrative expenses																		32.9						25.1						39.2
Restructuring expenses																		1.6						1.6						1.7
Total operating expenses																		42.2						33.7						51.8
Loss from operations																		(12.1)		%				(0.2)		%				(31.8)		%

Net Revenues

																		Year Ended December 31,												Change
(in thousands)																														2020						2019						Amount						%
U.S.:
Retail																														$	264,111					$	129,383					$	134,728					104.1		%
Foodservice																														60,763						70,372						(9,609)						(13.7)		%
U.S. net revenues																														324,874						199,755						125,119						62.6		%
International:
Retail																														$	36,472					$	15,426					$	21,046					136.4		%
Foodservice																														45,439						82,716						(37,277)						(45.1)		%
International net revenues																														81,911						98,142						(16,231)						(16.5)		%
Net revenues																														$	406,785					$	297,897					$	108,888					36.6		%

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

																		Year Ended December 31,												Change
(in thousands)																														2020						2019						Amount						%
U.S.:
Retail																														45,706						21,347						24,359						114.1		%
Foodservice																														10,860						11,845						(985)						(8.3)		%
International:
Retail																														6,684						2,816						3,868						137.4		%
Foodservice																														9,281						15,364						(6,083)						(39.6)		%
Volume of products sold																														72,531						51,372						21,159						41.2		%

Cost of Goods Sold

																		Year Ended December 31,												Change
(in thousands)																														2020						2019						Amount						%
Cost of goods sold																														$	284,510					$	198,141					$	86,369					43.6		%

Gross Profit and Gross Margin

																		Year Ended December 31,												Change
(in thousands)																														2020						2019						Amount						%
Gross profit																														$	122,275					$	99,756					$	22,519					22.6		%
Gross margin																														30.1		%				33.5		%				N/A						N/A

Gross profit in 2020 was $122.3 million, or 30.1% of net revenues, as compared to gross profit of $99.8 million, or 33.5% of net revenues, in the prior year, an improvement of $22.5 million. The improvement in gross profit was primarily due to an increase in the volume of products sold. The decrease in gross margin was primarily due to lower absorption of fixed overhead production costs as we scaled back production to reduce inventory levels in response to the lower than anticipated customer demand in the foodservice channel due to the impact of COVID-19. Additionally, lower net price realization resulting from higher trade discounts also contributed to the decrease in gross margin. 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

																		Year Ended December 31,												Change
(in thousands)																														2020						2019						Amount						%
Research and development expenses																														$	31,535					$	20,650					$	10,885					52.7		%

SG&A Expenses

																		Year Ended December 31,												Change
(in thousands)																														2020						2019						Amount						%
Selling, general and administrative expenses																														$	133,655					$	74,726					$	58,929					78.9		%

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 $6.4 million and $4.9 million in 2020 and 2019, respectively, primarily related to legal and other expenses associated with the dispute. As of December 31, 2020 and 2019, there were $0.8 million and $1.1 million, respectively, in accrued unpaid liabilities associated with this contract termination representing legal fees. We continue to incur legal fees in connection with our ongoing efforts to resolve this dispute. See Note 3, Restructuring and Note 11, Commitments and Contingencies, to the Notes to Consolidated Financial Statements, included elsewhere in this report.

Loss from Operations

Total Other Expense, Net

Income Tax Expense

Net Loss

Net Revenues

																		Year Ended December 31,												Change
(in thousands)																														2019						2018						Amount						%
U.S.:
Retail																														$	129,383					$	49,772					$	79,611					160.0		%
Foodservice																														70,372						20,717						49,655						239.7		%
U.S. net revenues																														199,755						70,489						129,266						183.4		%
International:
Retail																														$	15,426					$	1,007					$	14,419					1,431.9		%
Foodservice																														82,716						16,438						66,278						403.2		%
International net revenues																														98,142						17,445						80,697						462.6		%
Net revenues																														$	297,897					$	87,934					$	209,963					238.8		%

																		Year Ended December 31,												Change
(in thousands)																														2019						2018						Amount						%
U.S.:
Retail																														21,347						8,565						12,782						149.2		%
Foodservice																														11,845						3,559						8,286						232.8		%
International:
Retail																														2,816						147						2,669						1,815.6		%
Foodservice																														15,364						2,971						12,393						417.1		%
Volume of products sold																														51,372			51372000			15,242						36,130						237.0		%

Cost of Goods Sold

			Year Ended December 31,												Change
(in thousands)			2019						2018						Amount						Percentage
Cost of goods sold			$	198,141					$	70,360					$	127,781					181.6		%

Gross Profit and Gross Margin

			Year Ended December 31,												Change
(in thousands)			2019						2018						Amount						Percentage
Gross profit			$	99,756					$	17,574					$	82,182					467.6		%
Gross margin			33.5		%				20.0		%				N/A						N/A

Gross profit in 2019 was $99.8 million, or 33.5% of net revenues, as compared to gross profit of $17.6 million, or 20% of net revenues, in the prior year, an improvement of $82.2 million. The improvement in gross profit and gross margin was primarily due to an increase in the volume of products sold, with resulting operating leverage, and improved production efficiencies. The greater proportion of net revenues from products with higher net selling price per pound also contributed to the increase in gross profit. The increase in gross margin was partially offset by temporary disruptions related to capacity expansion projects at two co-manufacturing partners’ plants in the fourth quarter of 2019. 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

			Year Ended December 31,												Change
(in thousands)			2019						2018						Amount						Percentage
Research and development expenses			$	20,650					$	9,587					$	11,063					115.4		%

SG&A Expenses

			Year Ended December 31,												Change
(in thousands)			2019						2018						Amount						Percentage
Selling, general and administrative expenses			$	74,726					$	34,461					$	40,265					116.8		%

Restructuring Expenses

million and $1.5 million in 2019 and 2018, respectively, primarily related to legal and other expenses associated with the dispute. As of December 31, 2019 and 2018, there were $1.1 million and $0, respectively, in accrued unpaid liabilities associated with this contract termination representing legal fees. We continue to incur legal fees in connection with our ongoing efforts to resolve this dispute. See Note 3, Restructuring and Note 11, Commitments and Contingencies, to the Notes to Consolidated Financial Statements, included elsewhere in this report.

Total Other Expense, Net

Loss from Operations

Income Tax Expense

Net Loss

•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 investment 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.

												Year Ended December 31,
(in thousands)																		2020						2019						2018
Net loss, as reported																		$	(52,752)					$	(12,443)					$	(29,886)
Income tax expense																		72						9						1
Interest expense																		2,576						3,071						1,128
Depreciation and amortization expense																		13,299						8,106						4,921
Restructuring expenses(1)																		6,430						4,869						1,515
Share-based compensation expense																		27,279						12,807						2,241
Expenses attributable to COVID-19(2)																		14,137						—						—
Remeasurement of warrant liability																		—						12,503						1,120
Other, net(3)																		759						(3,629)						(352)
Adjusted EBITDA																		$	11,800					$	25,293					$	(19,312)
Net loss as a % of net revenues																		(13.0)		%				(4.2)		%				(33.9)		%
Adjusted EBITDA as a % of net revenues																		2.9		%				8.5		%				(22.0)		%

_____________

(1)			Primarily comprised of legal and other expenses associated with the dispute with a co-manufacturer with whom an exclusive supply agreement was terminated in May 2017.See Note 3, Restructuring, and Note 11, Commitments and Contingencies, to the Notes to Consolidated Financial Statements, included elsewhere in this report.
(2)			In 2020, comprised of $14.1 million in costs attributable to COVID-19 consisting of $6.6 million in product repacking costs, $4.8 million in inventory write-offs and charges associated with foodservice products determined to be unsalable and $2.7 million in product donation costs related to our COVID-19 relief efforts. Expenses attributable to COVID-19 in the twelve months ended December 31, 2020 include $1.2 million in product donation costs related to the Company's COVID-19 relief efforts in the first quarter of 2020, which were not previously included in the Company's Adjusted EBITDA calculation for the three months ended March 28, 2020 as these were deemed immaterial to its first quarter 2020 financial results. Given the significant increase in COVID-19-related expenses in the subsequent quarters of 2020, and to facilitate better comparison from period to period, management determined that it was appropriate to recast its previous first quarter 2020 Adjusted EBITDA calculation to include these costs.
(3)			Includes $1.5 million in loss on extinguishment of debt in the year ended December 31, 2020.

Liquidity

Revolving Credit Facility

On April 21, 2020, we entered into a $150 million five-year secured revolving credit agreement (“2020 Credit Agreement”) by and among the Company, the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as the administrative agent (the “Administrative Agent”). JPMorgan Chase Bank, N.A. and Silicon Valley Bank acted as joint bookrunners and joint lead arrangers under the 2020 Credit Agreement. The 2020 Credit Agreement includes an accordion feature for up to an additional $200 million. We incurred debt issuance costs, net of amortization, of $1.1 million in the year ended December 31, 2020 in connection with the new revolving credit facility. The revolving credit facility matures on April 21, 2025. See Note 8, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report.

As of December 31, 2020, we had outstanding borrowings of $25.0 million and no excess availability under the revolving credit facility. The interest rate on outstanding borrowings at December 31, 2020 was 3.5%. We exceeded the maximum permitted total leverage ratio financial covenant in the 2020 Credit Agreement for the fiscal quarter and year ended December 31, 2020. Subsequent to the year ended December 31, 2020, on February 25, 2021, we paid down our outstanding borrowings and had no borrowings outstanding under the revolving credit facility. Subsequent to the year ended December 31, 2020, concurrent with our execution of the campus headquarters lease, as a security deposit, we delivered to the landlord a letter of credit under the revolving credit facility in the amount of $12.5 million. See Note 14, Subsequent Events, to the Notes to Consolidated Financial Statements included elsewhere in this report.

						Year Ended December 31,
(in thousands)						2020						2019						2018
Cash (used in) provided by:
Operating activities						$	(39,995)					$	(46,995)					$	(37,721)
Investing activities						$	(74,900)					$	(26,164)					$	(23,242)
Financing activities						$	(1,762)					$	294,876					$	76,199

Net Cash Used in Operating Activities

Net Cash Used in Investing Activities

Net Cash Provided by Financing Activities

Revolving Credit Facility

On April 21, 2020, we entered into the 2020 Credit Agreement. Concurrently with the effectiveness of the 2020 Credit Agreement, on April 21, 2020, we terminated the SVB Credit Facilities and the Equipment Loan Facility, paying off an aggregate of $31.0 million in loan balances. See Note 8, Debt, to the Notes to Consolidated Financial Statements included elsewhere in this report.

On January 1, 2020, we adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”) using the modified retrospective approach, which permits application of this new guidance at the beginning of the period of adoption, with comparative periods continuing to be reported under Accounting Standards Codification (“ASC”) No. 840 (“ASC 840”). Upon adoption of ASU 2016-02, we recognized operating lease right-of-use assets of $11.9 million adjusted for $0.3 million previously recorded as deferred rent and $0.2 million previously recorded as prepaid rent on our consolidated balance sheets. We also recorded $1.4 million in current operating lease liabilities and $10.6 million in operating lease liabilities, net of current portion.

facility upon which the landlord will construct a parking lot. We also assumed an operating lease under which we are leasing certain real property and a building consisting of approximately 142,317 square feet in Columbia, Missouri, for a term expiring on April 30, 2023 with no renewal options. See Note 4, Leases, to the Notes to Consolidated Financial Statements included elsewhere in this report.

Subsequent to the year ended December 31, 2020, on January 14, 2021, we entered into a 12-year lease with two 5-year renewal options to house our corporate headquarters, lab and innovation space in El Segundo, California. See Note 14, Subsequent Events, to Notes to Consolidated Financial Statements included elsewhere in this report.

On September 22, 2020, we and 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. During Phase 1, the Company has agreed to invest $10.0 million in the JXEDZ through an intercompany investment in BYND JX and BYND JX has agreed to lease a facility in the JXEDZ for a minimum of two (2) years. In connection with such agreement, BYND JX entered into a factory leasing contract on September 11, 2020 with an affiliate of the JX Committee, pursuant to which BYND JX has agreed to lease and renovate a facility in the JXEDZ for a minimum of two (2) years. 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 invest $30.0 million 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 invest an additional $10.0 million to obtain a second state-owned land plot in the JXEDZ in order to construct an additional facility thereon. See Note 11, Commitments and Contingencies, to the Notes to Consolidated Financial Statements included elsewhere in this report.

Purchase Commitments

			Payments Due by Period
(in thousands)			Total						Less Than One Year						1-3 Years						3-5 Years						More Than Five Years
Operating lease obligations(1)(2)			$	16,325					$	3,455					$	5,993					$	2,963					$	3,914
Financing lease obligations(3)			238						80						128						30						—
Revolving Credit Facility(4)			25,887						25,887						—						—						—
Purchase commitments—inventory(5)			141,863						83,362						58,501						—						—
Purchase commitments—assets(6)			19,477						19,477						—						—						—
Total			$	203,790					$	132,261					$	64,622					$	2,993					$	3,914