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 financial statements and related
notes included elsewhere in this report, as well as the information presented
under "Selected Financial Data."
Overview
Beyond Meat is one of the fastest growing food companies in the United States,
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 commitment, "Eat What You Love," represents a strong
belief that by eating our plant-based meats, consumers can enjoy more, not less,
of their favorite meals, and by doing so help address concerns related to human
health, climate change, resource conservation, and animal welfare. The success
of our breakthrough innovation model and products has allowed us to appeal to a
broad range of consumers, including 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 products across the three main meat platforms of
beef, pork and poultry. They are offered in ready-to-cook formats (generally
merchandised at retail in the meat case), which we refer to as our "fresh"
platform, and ready-to-heat formats (merchandised at retail in the freezer),
which we refer to as our "frozen" platform. As of December 31, 2019, our
products were available in approximately 77,000 retail and restaurant and
foodservice outlets in more than 65 countries, across mainstream grocery, mass
merchandiser, club and convenience store, and natural retailer channels, direct
to consumer, and various food-away-from-home channels, including restaurants,
foodservice outlets and schools.
On May 6, 2019, we completed our IPO, in which we sold 11,068,750 shares of our
common stock. 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 us. Upon the closing of the IPO, all outstanding shares
of our 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 160,767 shares of common stock.
On August 5, 2019, we completed our Secondary Offering, in which we sold 250,000
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 us. Total Secondary Offering 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. We did not receive any
proceeds from the sale of common stock by the selling stockholders in the
Secondary Offering.
We continue to experience strong sales growth over prior periods. Net revenues
increased to $297.9 million in 2019 from $87.9 million in 2018 and $32.6 million
in 2017, representing a 202% compound annual growth rate. The Beyond Burger
accounted for approximately 64%, 70% and 48% of our gross revenues in 2019, 2018
and 2017, respectively. 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 have generated losses from inception. Net loss in
2019, 2018, and 2017 was $12.4 million, $29.9 million, and $30.4 million,
respectively, as we invested in innovation and growth of our business.
We operate 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.
Our fiscal year always begins on January 1 and ends on

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December 31. As a result, our first and fourth fiscal quarters may have more or
fewer days included than a traditional 91-day fiscal quarter.
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 and convenience store, and
natural retailer channels, direct to consumer, and various food-away-from-home
channels, including restaurants, foodservice outlets and schools, mainly in the
United States.
We continue to experience strong sales growth over prior periods. 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 for the
foreseeable future:
•      increased penetration across our restaurant and foodservice channel,
       including increased desire by restaurant and foodservice establishments,
       including large FSR and/or global QSR customers, to add plant-based
       products to their menus and to highlight these offerings, and our retail
       channel, including mainstream grocery, mass merchandiser, club and
       convenience store, and natural retailer customers;


•      distribution expansion and increased velocity of our fresh product sales
       across our channels, by which we mean that the volume of our products sold
       per outlet has generally increased period-over-period due to greater
       adoption of and demand for our products;


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


•      our continued innovation, including enhancing existing products and
       introducing new products across our plant-based beef, pork and poultry
       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 and drive
       consumer adoption of our products, including scaling our GO BEYOND
       marketing campaign launched in February 2019, which seeks to mobilize our
       ambassadors to help raise brand awareness, define the category and remain
       its leader;


•      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.


In addition to the factors and trends above, we expect the following to
positively impact net revenues going forward:
•      expansion of our own internal production facilities domestically and
       abroad to produce our woven proteins, blends of flavor systems and binding
       systems, and potentially convert our woven proteins into packaged
       products, while forming additional strategic relationships with
       co-manufacturers; and


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

Net revenues from sales in our retail channel increased by 185.2% in 2019 to $144.8 million from $50.8 million in 2018, and by 99.2% in 2018 from $25.5 million in 2017. Net revenues from sales in our restaurant and foodservice channel increased by 312.0% in 2019 to $153.1 million from $37.1 million in 2018, and by 424.0% in 2018 from $7.1 million in 2017. We expect further growth in both channels as we increase our production capacity in response to demand, scale internationally, add new customers and increase sales velocities at existing customers.



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We distribute our products internationally, using distributors in more than 65
countries worldwide as of December 31, 2019. In 2019, we commenced
co-manufacturing in Canada and also expanded our partnership with one of our
distributors to co-manufacture our innovative plant-based meats at a new
co-manufacturing facility built by our distributor in the Netherlands,
construction of which was completed in the first quarter of 2020.
Our international net revenues (which exclude revenues from Canada) are included
in our retail and restaurant and foodservice channels and were approximately
16%, 8% and 1%, respectively, of our net revenues in 2019, 2018 and 2017.
Substantially all of our long-lived assets are in the United States. Net
revenues from sales to the Canadian market are included with net revenues from
sales to the United States market. As the Company accelerates international
expansion initiatives, net revenues from international sales are expected to
continue to grow.
Over the next few years, the main driver of growth in our net revenues is
expected to be sales of our fresh products, primarily the Beyond Burger, in both
our retail channel and our restaurant and foodservice channel, including
strategic and global customers both in the United States and Canada, and in
other international locations.
As we seek to continue to rapidly grow our net revenues, we face several
challenges. In 2017, continuing into 2018, demand for our products exceeded our
expectations and production capacity, significantly constraining our net revenue
growth relative to our total demand opportunity. While we have significantly
expanded our production capacity to address production shortfall, we may
experience a lag in production relative to customer demand if our growth rate
exceeds our expectations.
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 advertisements, product
coupons and other trade activities. We anticipate needing to offer more trade
and promotion discounting, primarily within the retail channel, to match
competition pricing and promotions. 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. We anticipate that these
promotional activities could impact our net revenues and that changes in such
activities could impact 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 and the channels through which our
products are sold, causing variability in our results.
We expect to face increasing competition across all channels, especially as
additional plant-based protein product brands continue to enter the marketplace.
In December 2019, a novel strain of coronavirus ("COVID-19") was reported in
Wuhan, China. The COVID-19 pandemic has continued to spread and has already
caused severe global disruptions. The extent of COVID-19's effect on our
operational and financial performance will depend on future developments,
including the duration, spread and intensity of the pandemic, all of which are
uncertain and difficult to predict considering the rapidly evolving landscape.
For example, the impact of COVID-19 on any of our suppliers, co-manufacturers,
distributors or transportation or logistics providers may negatively affect the
price and availability of our ingredients and/or packaging materials and impact
our supply chain. Additionally, if we are forced to scale back hours of
production or close our production facilities or our Manhattan Beach Project
Innovation Center in response to the pandemic, we expect our business, financial
condition and results of operations would be materially adversely affected. In
addition, our growth strategy to expand our operations internationally may be
impeded. We may also be impacted by decreased customer and consumer demand as a
result of event cancellations and social distancing, government-imposed
restrictions on public gatherings and businesses, shelter-in place orders and
temporary restaurant, retail and grocery store closures. If the pandemic
continues to evolve into a severe worldwide health crisis, the disease could
have a material adverse effect on our business, results of operations, financial
condition and cash flows and adversely impact the trading price of our common
stock.

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Gross Profit (Loss)
Gross profit (loss) 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, direct labor and certain supply costs,
co-manufacturing fees, in-bound and internal shipping and handling costs
incurred in manufacturing our products, plant and equipment overhead,
depreciation and amortization expense, as well as the cost of packaging our
products. In order to keep pace with demand, we have had to very quickly scale
production and we have not always been able to meet all demand for our products.
As a result, we have had to quickly expand our sources of supply for our core
protein inputs such as pea protein. Our growth has also significantly increased
facility and warehouse utilization rates. We intend to continue to increase our
production capabilities at our two in-house manufacturing facilities in
Columbia, Missouri, while expanding our co-manufacturing capacity and exploring
additional production facilities domestically and abroad. As a result, we expect
our cost of goods sold in absolute dollars to increase to support our growth.
However, we expect such expenses to decrease as a percentage of net revenues
over time as we continue to scale our business.
Over the next several years, we continue to expect that gross profit
improvements will be delivered primarily through improved volume leverage and
throughput, greater internalization and geographic localization of our
manufacturing footprint, materials and packaging input cost reductions, tolling
fee efficiencies, and improved supply chain logistics and distribution costs. We
intend to pass some of these cost savings on to the consumer as we pursue our
goal to achieve price parity with animal protein in at least one of our product
categories by 2024.
Gross margin improved by 1,350 basis points to 33.5% in 2019 from 20.0% in 2018
and by 26.7 basis points in 2018 from (6.7)% in 2017. Gross margin benefited
from an increase in the amount of products sold, improved production
efficiencies and from a greater proportion of revenues from products in our
fresh platform which have a higher net selling price per pound. We are also
working to improve gross margin through ingredient cost savings achieved through
scale of purchasing and through expanding our co-manufacturing network and
negotiating lower tolling fees. However, in the near term, margin improvements
may be impacted by our focus on growing our customer base, expanding into new
geographies and markets, enhancing our production infrastructure, improving our
innovation capabilities, enhancing our product offerings and increasing consumer
engagement.
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, and share-based compensation, scale-up expenses, and depreciation and
amortization expense on research and development assets. Our research and
development efforts are focused on enhancements to our product formulations and
production processes in addition to the development of new products. We expect
to continue to invest substantial amounts in research and development, as
evidenced in the build-out of our state-of-the-art Manhattan Beach Project
Innovation Center in 2018. Research and development and innovation are core
elements of our business strategy, as we believe they represent a critical
competitive advantage for us. We believe that we need to continue to rapidly
innovate in order to be able to continue to capture a larger market share of
consumers who typically eat animal-based meats. We expect these expenses to
increase in absolute dollars, but to decrease as a percentage of net revenues as
we continue to scale production.
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 rent expense,
depreciation and amortization expense on non-manufacturing assets and other
non-production operating expenses. Marketing and selling expenses include
share-based compensation awards to brand ambassadors, advertising costs, costs
associated with consumer promotions, product samples and sales aids incurred to
acquire new customers, retain existing customers and build our brand awareness.
Administrative expenses include the expenses related to management, accounting,
legal, IT, and other office functions. We

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expect SG&A expenses in absolute dollars to increase as we increase our domestic
and international expansion efforts to meet our product demand and incur costs
related to our status as a public company.
Our selling and marketing expenses are expected to significantly increase, both
through a greater focus on marketing and through additions to our sales and
marketing organizations domestically and abroad. We expect to continue to
significantly expand our marketing efforts to achieve greater brand awareness,
accelerate our international expansion initiatives, attract new customers, drive
consumer adoption of our products, and increase market penetration, including
through the expansion of our GO BEYOND ambassador program, as well as the
creation of an advisory board of leading experts in health and medicine to
ensure that we have access to the latest thinking on peer-reviewed research on
health, nutrition and ingredients.
We have historically had a very small sales force, with only nine full-time
sales employees as of December 31, 2017 growing to 33 full-time sales employees
as of December 31, 2019. As we continue to grow, including internationally, we
expect to expand our sales force to address additional opportunities, which
would substantially increase our selling expense. Our administrative expenses
are expected to increase as a public company with increased personnel cost in
accounting, legal, IT and compliance-related functions.
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, to the Notes to Financial Statements, and Part I,
  Item 3  , Legal Proceedings, included elsewhere in this report.
Seasonality
Generally, we expect to experience greater demand for certain of our products
during the summer grilling season. In each of 2019, 2018 and 2017, we
experienced strong net revenue growth compared to the previous year, which
masked this seasonal impact. As our business continues to grow, we expect 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.
Results of Operations
The following table sets forth selected items in our statements of operations
for the periods presented:
                                                       Year Ended December 31,
(in thousands)                                    2019          2018          2017
Net revenues                                   $ 297,897     $  87,934     $  32,581
Cost of goods sold                               198,141        70,360        34,772
Gross profit (loss)                               99,756        17,574        (2,191 )
Research and development expenses                 20,650         9,587         5,722
Selling, general and administrative expenses      74,726        34,461        17,143
Restructuring expenses                             4,869         1,515         3,509
Total operating expenses                         100,245        45,563        26,374
Loss from operations                           $    (489 )   $ (27,989 )   $ (28,565 )




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The following table presents selected items in our statements of operations as a percentage of net revenues for the respective periods presented:


                                                  Year Ended December 31,
                                                 2019       2018       2017
Net revenues                                   100.0  %   100.0  %   100.0  %
Cost of goods sold                              66.5       80.0      106.7
Gross profit (loss)                             33.5       20.0       (6.7 )
Research and development expenses                6.9       10.9       17.6
Selling, general and administrative expenses    25.1       39.2       52.6
Restructuring expenses                           1.6        1.7       10.8
Total operating expenses                        33.6       51.8       81.0
Loss from operations                            (0.2 )%   (31.8 )%   (87.7 )%



Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Net Revenues
                           Year Ended December 31,             Change
(in thousands)               2019             2018        Amount         %
Net revenues:
Gross Fresh Platform    $    306,585       $ 81,686     $ 224,899     275.3 %
Gross Frozen Platform         17,772         15,896         1,876      11.8 %
Less: Discounts              (26,460 )       (9,648 )     (16,812 )   174.3 %
Net revenues            $    297,897       $ 87,934     $ 209,963     238.8 %


                                  Year Ended December 31,                Change
(in thousands)                        2019              2018        Amount        %
Net revenues:
Retail                       $      144,809           $ 50,779    $  94,030    185.2 %
Restaurant and Foodservice          153,088             37,155      115,933    312.0 %
Net revenues                 $      297,897           $ 87,934    $ 209,963    238.8 %

Net revenues increased by $210.0 million, or 238.8%, in 2019, as compared to the prior year primarily due to strong growth in sales volumes of products in our fresh platform across both our retail and our restaurant and foodservice channels, driven by expansion in the number of retail and restaurant and foodservice outlets, including new strategic customers, new international customers, higher sales velocities from our existing customers and contribution from new products introduced in 2019. Net revenues from international customers (excluding the Canadian market) are included in our retail and restaurant and foodservice channels and were approximately 16% of net revenues in 2019, as compared to approximately 8% of net revenues in the prior year. Gross revenues from sales of products in our fresh platform in 2019 increased $224.9 million, or 275.3%, as compared to the prior year primarily due to increases in sales of all of our fresh platform products. Gross revenues from sales of products in our frozen platform in 2019 increased primarily from sales of Beyond Beef Crumbles, partially offset by the decline in sales of our frozen chicken strip product line which was discontinued in the first quarter of 2019. In 2019, gross revenues from the Beyond Burger, all Beyond Sausage flavors, Beyond Beef and Beyond Beef Crumbles were approximately 64%, 23%, 8% and 5%, respectively, compared to approximately 70%,12%, 0% and 9%, respectively, in 2018.



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Net revenues from sales through our retail channel in 2019 increased $94.0 million, or 185.2%, primarily due to expansion in the number of retail outlets, increased sales of the Beyond Burger and Beyond Sausage, as well as the introduction of Beyond Beef. Net revenues from sales through our restaurant and foodservice channel in 2019 increased $115.9 million, or 312.0%, primarily due to expansion in the number of restaurant and foodservice outlets, including new strategic customers and international customers, increases in sales of the Beyond Burger, as well as due to increased sales of Beyond Sausage and the introduction of Beyond Beef. The following tables present volume of our products sold in pounds:


                       Year Ended December 31,              Change
(in thousands)              2019              2018     Amount       %
Retail:
Fresh Platform          22,350               6,025    16,325     271.0  %
Frozen Platform          1,813               2,687      (874 )   (32.5 )
Total                   24,163               8,712    15,451     177.4  %


                                   Year Ended December 31,             Change
(in thousands)                          2019              2018    Amount       %
Restaurant and Foodservice:
Fresh Platform                      25,475               5,801    19,674    339.1 %
Frozen Platform                      1,734                 729     1,005    137.9 %
Total                               27,209               6,530    20,679    316.7 %


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

Cost of goods sold increased by $127.8 million, or 181.6%, in 2019 as compared to the prior year, primarily due to the increase in the sales volume of our products. Cost of goods sold in 2019 and 2018 included $6.4 million and $0.8 million, respectively, in write off of excess and obsolete inventories. Gross Profit and Gross Margin


                    Year Ended December 31,            Change
(in thousands)        2019             2018       Amount        %
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 product revenues from our fresh platform also contributed to the improvement in gross margin, due to a higher net selling price per pound of products in our fresh versus frozen platform. 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 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.



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Research and Development Expenses


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


Research and development expenses increased $11.1 million, or 115.4%, in 2019, as compared to the prior year. Research and development expenses increased primarily due to higher headcount, higher scale-up expenses and higher depreciation and amortization expense compared to the prior year. SG&A Expenses


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


SG&A expenses increased by $40.3 million, or 116.8%, in 2019, as compared to the
prior year. The increase was primarily due to $12.4 million in higher salaries,
bonuses and related expenses due to higher headcount, $10.4 million in higher
share-based compensation expense, including $3.2 million relating to equity
awards made to brand ambassadors, $4.8 million in higher outbound shipping and
handling expenses, $3.1 million in higher broker and distributor commissions,
$2.4 million in higher legal expenses primarily due to the Secondary Offering
and costs associated with being a public company, $1.9 million in higher
insurance costs, and continued investment in marketing capabilities.
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 $4.9 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, to the Notes to Financial Statements, and Part I,   Item 3  ,
Legal Proceedings, included elsewhere in this report.
Total Other Expense, Net
Total other expense, net primarily includes interest expense on the Company's
debt balances and expense associated with the remeasurement of our preferred
stock warrant liability and common stock warrant liability, partially offset by
interest income. On May 6, 2019, in connection with the IPO, our then
outstanding warrants exercisable for convertible preferred stock were
automatically converted into warrants exercisable for common stock. We
remeasured and reclassified the common stock warrant liability to
additional-paid-in-capital in connection with the IPO and recorded $12.5 million
in expense associated with the remeasurement of warrant liability in 2019.
Interest income in 2019 increased due to interest income from invested proceeds
from the IPO and Secondary Offering.
Subsequent to the closing of the IPO, all outstanding warrants to purchase
shares of common stock were cashless exercised. No warrants were outstanding as
of December 31, 2019.
Other, net was $3.6 million in 2019 as compared to $0.4 million in 2018
primarily due to increased interest income resulting from investment of proceeds
from the IPO and Secondary Offering.
Loss from Operations
Loss from operations in 2019 was $0.5 million compared to loss from operations
of $28.0 million in the prior year. This improvement was driven entirely by the
year-over-year increase in gross profit, partially offset by higher operating
expenses to support our expanded manufacturing and supply chain operations,
higher share-based compensation expense, higher administrative costs associated
with being a public company, higher restructuring expenses, and continued
investment in innovation and marketing capabilities.

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Income Tax Expense
For 2019 and 2018, we recorded income tax expense of $9,000 and $1,000,
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 $12.4 million in 2019 compared to a net loss of $29.9 million in
the prior year. The decrease in net loss was primarily the result of the higher
gross profit in 2019 and interest income, partially offset by higher operating
expenses, higher share-based compensation expense, expenses associated with the
remeasurement of our preferred stock warrant liability and common stock warrant
liability in connection with the IPO, and higher interest expense.
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
Net Revenues
                         Year Ended December 31,               Change
(in thousands)             2018             2017        Amount     Percentage
Net revenues:
Gross Fresh Platform  $     81,686       $ 18,109     $ 63,577        351.1  %
Gross Frozen Platform       15,896         19,588       (3,692 )      (18.8 )%
Less: Discounts             (9,648 )       (5,116 )     (4,532 )       88.6  %
Net revenues          $     87,934       $ 32,581     $ 55,353        169.9  %


                                Year Ended December 31,                 Change
(in thousands)                      2018              2017       Amount     Percentage
Net revenues:
Retail                     $      50,779            $ 25,490    $ 25,289         99.2 %
Restaurant and Foodservice        37,155               7,091      30,064        424.0 %
Net revenues               $      87,934            $ 32,581    $ 55,353        169.9 %

Net revenues increased by $55.4 million, or 169.9%, in 2018 as compared to 2017 primarily due to strong growth in sales volumes of products in our fresh platform across both our retail and our restaurant and foodservice channels, partially offset by a decrease in net revenues from the frozen platform. Gross revenues from sales of products in our fresh platform increased $63.6 million, or 351.1%, primarily due to increases in sales of the Beyond Burger and Beyond Sausage. Net revenues from retail sales increased $25.3 million, or 99.2%, primarily due to increase in sales of the Beyond Burger. Net revenues from sales through our restaurant and foodservice channel increased $30.1 million, or 424.0%, primarily due to increased sales of the Beyond Burger, which was being served in approximately 11,000 restaurant and foodservice outlets at the end of 2018, and due to increased sales of Beyond Sausage in 2018. The following tables present volume of our products sold in pounds:


                     Year Ended December 31,               Change
(in thousands)            2018              2017    Amount    Percentage
Retail:
Fresh Platform        6,025                1,837    4,188        228.0  %
Frozen Platform       2,687                3,123     (436 )      (14.0 )%
Total                 8,712                4,960    3,752         75.6  %



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                                 Year Ended December 31,               Change
(in thousands)                        2018              2017    Amount    Percentage
Restaurant and Foodservice:
Fresh Platform                    5,801                  637    5,164        810.7  %
Frozen Platform                     729                  754      (25 )       (3.3 )%
Total                             6,530                1,391    5,139        369.4  %


Cost of Goods Sold
                        Year Ended December 31,                 Change
(in thousands)              2018              2017       Amount     Percentage
Cost of goods sold $      70,360            $ 34,772    $ 35,588        102.3 %

Cost of goods sold increased by $35.6 million, or 102.3%, in 2018 as compared to the prior year, primarily due to the increase in the sales volume of our products and from a 103% increase in manufacturing-related headcount to handle increased demand for our products. Cost of goods sold in 2017 includes $2.4 million in write-off of unrecoverable inventory related to the termination of an exclusive agreement with our co-manufacturer at the time. See Note 3, Restructuring, to the Notes to Financial Statements, and Part I, Item 3 , Legal Proceedings, included elsewhere in this report. Gross Profit (Loss) and Gross Margin


                       Year Ended December 31,              Change
(in thousands)           2018            2017        Amount     Percentage
Gross profit (loss) $    17,574       $ (2,191 )    $ 19,765           N/A
Gross margin               20.0 %         (6.7 )%        N/A           N/A

Gross profit in 2018 was $17.6 million compared to gross loss of $2.2 million in 2017, an improvement of $19.8 million. The improvement in gross profit and gross margin was primarily due to an increase in the amount of products sold, resulting in the ability to leverage our fixed costs across a greater amount of revenue. The greater proportion of product revenues from our fresh platform also contributed to the improvement in margin, due to a higher net selling price per pound of products in our fresh versus frozen platform. As disclosed in Note 2 , Summary of Significant Accounting Policies-Shipping and Handling Costs, in the Notes to Financial Statements included elsewhere in this report, we include outbound shipping and handling costs within selling, general and administrative expense. 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)                             2018               2017      Amount    Percentage
Research and development expenses $      9,587              $ 5,722    $ 3,865        67.5 %


Research and development expenses increased $3.9 million, or 67.5%, in 2018 as compared to the prior year. Research and development expenses increased primarily due to higher scale-up expenses and depreciation and amortization expense.



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SG&A Expenses
                                     Year Ended December 31,                  Change
(in thousands)                        2018             2017           Amount        Percentage
Selling, general and
administrative expenses          $      34,461     $    17,143     $    17,318          101.0 %


SG&A expenses increased by $17.3 million, or 101.0%, in 2018 as compared to the
prior year. The increase was primarily due to $6.8 million in higher salaries
and related expenses due to a 224% increase in headcount, $2.7 million in higher
outbound freight expenses, $1.9 million in higher supply chain expenses, $1.8
million in higher consulting and professional fees, $1.3 million in higher
marketing services, $0.9 million in higher travel expenses, and $0.7 million in
higher broker commissions in 2018 as compared to the prior year. SG&A expenses
in 2017 include $1.2 million primarily related to disputed fees resulting from
the co-manufacturer's failure to meet agreed upon minimum production and
expedited outbound freight expenses we incurred for alternative arrangements
after we terminated the exclusive supply agreement with this co-manufacturer.
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 $3.5 million in 2017, of which $2.3 million
were related to the impairment write-off of long-lived assets, comprised of
certain unrecoverable equipment located at the co-manufacturer's site and
company-paid leasehold improvements to the co-manufacturer's facility pursuant
to the agreement, and $1.2 million primarily related to legal and other expenses
associated with the dispute. See   Note 9  , Commitments and
Contingencies-Litigation, to the Notes to Financial Statements included
elsewhere in this report. In addition, we recorded $2.4 million in write-off of
unrecoverable inventory held at the co-manufacturer's site, which is included in
cost of goods sold, and $1.2 million primarily related to disputed fees for not
meeting the agreed upon minimum production and expedited outbound freight
expenses, which are included in selling, general and administrative expenses in
our statement of operations for 2017. In 2018, we recorded $1.5 million in
restructuring expenses related to this dispute, which consisted primarily of
legal and other expenses. See   Note 3  , Restructuring, to the Notes to
Financial Statements included elsewhere in this report. As of December 31, 2018
and 2017, there were no accrued unpaid liabilities associated with this contract
termination, although we continue to incur legal fees in connection with our
ongoing efforts to resolve this dispute. See Part I,   Item 3  , Legal
Proceedings, included elsewhere in this report.
Income Tax Expense
For 2018 and 2017, we recorded income tax expense of $1,000 and $5,000,
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 are offset by a full valuation
allowance.

Non-GAAP Financial Measures
We use the following non-GAAP financial measures in assessing our operating
performance and in our financial communications:
"Adjusted EBITDA" is defined as net income (loss) adjusted to exclude, when
applicable, income tax expense, interest expense, depreciation and amortization
expense, restructuring expenses, share-based compensation expense, inventory
losses from termination of an exclusive supply agreement with a co-manufacturer,
costs of termination of an exclusive supply agreement with the same
co-manufacturer, and expenses primarily associated with the conversion of our
convertible notes and remeasurement of our preferred stock warrant liability and
common stock warrant liability.
"Adjusted EBITDA as a % of net revenues" is defined as Adjusted EBITDA divided
by net revenues.
We use Adjusted EBITDA and Adjusted EBITDA as a % of net revenues because they
are important measures upon which our management assesses our operating
performance. We use Adjusted EBITDA and Adjusted EBITDA as a % of net revenues
as key performance measures because we believe these measures facilitate
operating performance comparison from period-to-period by excluding potential
differences primarily caused by the

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impact of restructuring, asset depreciation and amortization, non-cash share-based compensation and non-operational charges including the impact to cost of goods sold and SG&A expenses related to the termination of an exclusive co-manufacturing agreement, early extinguishment of convertible notes and remeasurement of warrant liability. Because Adjusted EBITDA and Adjusted EBITDA as a % of net revenues facilitate internal comparisons of our historical operating performance on a more consistent basis, we also use these measures for our business planning purposes. In addition, we believe Adjusted EBITDA and Adjusted EBITDA as a % of net revenues are widely used by investors, securities analysts, ratings agencies and other parties in evaluating companies in our industry as a measure of our operational performance. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), which is the most directly comparable measure prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Some of these limitations are: • Adjusted EBITDA excludes depreciation and amortization expense and, although

these are non-cash expenses, the assets being depreciated may have to be

replaced in the future increasing our cash requirements;

• Adjusted EBITDA does not reflect interest expense, or the cash required to

service our debt, which reduces cash available to us;

• Adjusted EBITDA does not reflect income tax payments that reduce cash

available to us;

• Adjusted EBITDA does not reflect restructuring expenses that reduce cash

available to us;

• Adjusted EBITDA does not reflect share-based compensation expense and

therefore does not include all of our compensation costs;

• Adjusted EBITDA does not reflect other income (expense) that may increase or

decrease cash available to us; and

• other companies, including companies in our industry, may calculate Adjusted

EBITDA differently, which reduces its usefulness as a comparative measure.

These non-GAAP financial measures should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. These non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies.



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The following table presents the reconciliation of Adjusted EBITDA to its most comparable GAAP measure, net loss, as reported (unaudited):


                                                            Year Ended December 31,
(in thousands)                                       2019            2018            2017
Net loss, as reported                            $  (12,443 )    $  (29,886 )    $  (30,384 )
Income tax expense                                        9               1               5
Interest expense                                      3,071           1,128           1,002
Depreciation and amortization expense                 8,106           4,921           3,181
Restructuring expenses(1)                             4,869           1,515           3,509
Inventory losses from termination of exclusive
supply agreement(2)                                       -               -           2,440
Costs of termination of exclusive supply
agreement(3)                                              -               -           1,213
Share-based compensation expense                     12,807           2,241             665
Remeasurement of warrant liability                   12,503           1,120             385
Other, net(4)                                        (3,629 )          (352 )           427
Adjusted EBITDA                                  $   25,293      $  (19,312 )    $  (17,557 )

Net loss as a % of net revenues                        (4.2 )%        (33.9 )%        (92.9 )%
Adjusted EBITDA as a % of net revenues                  8.5  %        (22.0 )%        (53.9 )%


_____________

(1) In connection with the termination of an exclusive supply agreement with a co-manufacturer in May 2017, we recorded restructuring expenses related to the impairment write-off of long-lived assets, primarily comprised of certain unrecoverable equipment located at the co-manufacturer's site and company-paid leasehold improvements to the co-manufacturer's facility, and legal and other expenses associated with the dispute with the co-manufacturer. Amounts recorded in 2019 and 2018 primarily comprised of legal and other expenses associated with this dispute. See Note 3 , Restructuring, to the Notes to Financial Statements, and Part I, Item 3 , Litigation, included elsewhere in this report. (2) Consists of additional charges related to inventory losses incurred as a

result of termination of an exclusive supply agreement with a co-manufacturer

and is recorded in cost of goods sold.

(3) Consists of additional charges incurred as a result of termination of an

exclusive supply agreement with a co-manufacturer and is recorded in selling,

general and administrative expenses.

(4) In 2017, includes expenses associated with the conversion of our convertible

notes.





Liquidity and Capital Resources
Our primary cash needs are for operating expenses, working capital and capital
expenditures to support the growth in 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.
In connection with the Secondary Offering we sold 250,000 shares of our common
stock. The shares were sold at a public offering price of $160.00 per share and
we received net proceeds of approximately $37.4 million. We did not receive any
proceeds from the sale of common stock by the selling stockholders in the
Secondary Offering. We have also entered into the credit facilities described
below with Silicon Valley Bank ("SVB").
As of December 31, 2019, we had $276.0 million in cash and cash equivalents. We
believe that our cash and cash equivalents, cash flow from operating activities
and available borrowings under our credit facilities will be sufficient to fund
our working capital and meet our anticipated capital requirements for the next
12 months. Our future capital requirements may vary materially from those
currently planned and will depend on many factors, including the number and
characteristics of any additional products or manufacturing processes we

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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; the costs required to fund domestic and
international 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 and the securities case recently brought against us; 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; the impact of the
COVID-19 pandemic; and the timing, receipt and amount of sales of, or royalties
on, any future approved products, if any.
Amended and Restated Loan and Security Agreement
In June 2018, we refinanced our then existing revolving credit facility and term
loan facility under a loan and security agreement with SVB (the "Amended LSA").
The Amended LSA includes a $6.0 million revolving credit facility (the "2018
Revolving Credit Facility") and a term loan facility (the "2018 Term Loan
Facility") comprised of (i) a $10.0 million term loan advance at closing, (ii) a
conditional $5.0 million term loan advance, if no event of default has occurred
and is continuing through the borrowing date, and (iii) an additional
conditional term loan advance of $5.0 million if no event of default has
occurred and is continuing based upon a minimum level of gross profit for the
trailing 12-month period. The 2018 Term Loan Facility has a floating interest
rate that is equal to 4.0% above the prime rate, with interest payable monthly
and principal amortizing commencing on July 1, 2020, and will mature in June
2022. Borrowings under the 2018 Revolving Credit Facility carry a variable
annual interest rate of prime rate plus 0.75% to 1.25% with an additional 5% on
the outstanding balances in the event of a default. The 2018 Revolving Credit
Facility matures in June 2020.
The 2018 Term Loan Facility and the 2018 Revolving Credit Facility
(collectively, the "SVB Credit Facilities") contain customary negative financial
covenants that limit our ability to, among other things, incur additional
indebtedness, grant liens, make investments, repurchase stock, pay dividends,
transfer assets and merge or consolidate. The SVB Credit Facilities also contain
customary affirmative financial covenants, including delivery of audited
financial statements. We were in compliance with the financial covenants in the
SVB Credit Facilities as of December 31, 2019.
The SVB Credit Facilities are secured by an interest in our assets including
manufacturing equipment, inventory, contract rights or rights to payment of
money, leases, license agreements, general intangibles, and cash.
In conjunction with the execution of the Amended LSA, we issued two common stock
warrants one each to SVB and its affiliate to provide the ability to purchase an
aggregate of 60,002 shares of our common stock at an exercise price of $3.00 per
share. The common stock warrants were fully exercisable on the date of the grant
and had a term of 10 years. We also paid a commitment fee of $30,000 to SVB in
connection with the execution of the Amended LSA. Subsequent to the closing of
the IPO, all outstanding warrants to purchase shares of common stock were
cashless exercised and no warrants were outstanding as of December 31, 2019.
As of December 31, 2019 and 2018, we had $6.0 million and $20.0 million in
borrowings on the 2018 Revolving Credit Facility and 2018 Term Loan Facility,
respectively, and had no availability to borrow under either of these loan
facilities. In 2019 and 2018, we incurred $2.2 million and $0.9 million,
respectively, in interest expense related to the SVB Credit Facilities. The
interest rates on the 2018 Revolving Credit Facility and the 2018 Term Loan
Facility at December 31, 2019 were 5.5% and 8.75%, respectively.
Equipment Loan Facility
In September 2018, we entered into an Equipment Loan and Security Agreement with
Structural Capital Investments II, LP ("Structural Capital") and Ocean II PLO,
LLC, as administrative and collateral agent, pursuant to which Structural
Capital agreed to provide an equipment loan facility to us in the amount of $5.0
million for the purpose of purchasing equipment.

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Subject to Structural Capital's approval, we may request that they advance an additional $5.0 million or an aggregate of $10.0 million. The equipment loan facility matures on May 1, 2022, carries an interest rate of 6.25% plus the greater of 4.75% or the prime rate and is secured by the financed equipment. Principal repayments begin six months or 18 months after loan draw depending on us achieving certain financial milestones, and therefore, are paid over a period of 37 months or 25 months, respectively. As of June 30, 2019, we achieved all of the milestones and, therefore, monthly installment repayments of principal are expected to begin on December 31, 2020. We are also required to offer Structural Capital the right to purchase up to an aggregate of $1.0 million of our capital stock or any other equity interest in any transaction where we receive gross proceeds of at least $10.0 million. The equipment loan facility has a prepayment penalty of 2% during the first two years of the term and 1% thereafter. We must also pay a final payment fee of 13% of the facility commitment amount on the maturity date and such other date as the advances become due and such fee will increase by 1% if certain milestones are achieved. We had $5.0 million in borrowings outstanding as of December 31, 2019 and 2018 under the equipment loan facility. The interest rate on the equipment loan facility at December 31, 2019 and 2018 was 11.0% and 11.5%, respectively. For 2019, 2018 and 2017, we recorded $0.6 million, $0.2 million and $0, respectively, in interest expense related to the equipment loan facility. Cash 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.


                                      Year Ended December 31,
(in thousands)                   2019          2018          2017
Cash (used in) provided by:
Operating activities          $ (46,995 )   $ (37,721 )   $ (25,273 )
Investing activities          $ (26,164 )   $ (23,242 )   $  (8,115 )
Financing activities          $ 294,876     $  76,199     $  55,425


Net Cash Used in Operating Activities
For the year ended December 31, 2019, we incurred a net loss of $12.4 million.
The primary reason for net cash used in operating activities of $47.0 million
was the $68.2 million in net cash outflows from changes in our operating assets
and liabilities, primarily due to increases in inventory to meet growth in
anticipated sales and to accommodate longer lead times for international
shipments and increases in accounts receivable, partially offset by an increase
in accounts payable. Net loss for the year ended December 31, 2019, included
$33.7 million in non-cash expenses primarily comprised of share-based
compensation expense, change in warrant liability, and depreciation and
amortization expense.
For the year ended December 31, 2018, we incurred a net loss of $29.9 million,
which was the primary reason for net cash used in operating activities of $37.7
million. Net cash used in operating activities also included $16.3 million in
net cash outflows from changes in our operating assets and liabilities,
partially offset by $8.5 million in non-cash expenses primarily comprised of
depreciation and amortization expense, share-based compensation expense and
change in warrant liability.
For the year ended December 31, 2017, we incurred a net loss of $30.4 million,
which was the primary reason for net cash used in operating activities of $25.3
million. Net cash used in operating activities also included $2.6 million in net
cash outflows from changes in our operating assets and liabilities, fully offset
by $5.4 million in non-cash expenses primarily comprised of depreciation and
amortization expense, share-based compensation expense, convertible note-related
expense and change in warrant liability. For the year ended December 31, 2017,
net loss included a non-cash restructuring loss of $2.3 million on the write-off
of fixed assets related to our termination of an exclusive supply agreement with
a co-manufacturer.
Depreciation and amortization expense was $8.1 million, $4.9 million and $3.2
million, in 2019, 2018 and 2017, respectively. We anticipate our depreciation
and amortization expense will increase in 2020 based on our

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existing fixed assets and anticipated capital expenditures as we further invest
in R&D infrastructure and expand our production capabilities to meet increased
demand for our products.
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, 2019, net cash used in investing activities was
$26.2 million and consisted of $23.8 million in cash outflows for purchases of
property, plant and equipment, primarily for manufacturing facility improvements
and manufacturing equipment, $2.1 million in cash outflows related to property,
plant and equipment purchased for sale to co-manufacturers which we expect will
be sold by the end of 2020, and security deposits, partially offset by proceeds
from sale of assets held for sale.
For the year ended December 31, 2018, net cash used in investing activities was
$23.2 million and consisted of $22.2 million in cash outflows for purchases of
property, plant and equipment, primarily for manufacturing facility improvements
and manufacturing equipment, $1.0 million in cash outflows related to property,
plant and equipment purchased for sale to co-manufacturers, and security
deposits, partially offset by proceeds from sale of fixed assets.
For the year ended December 31, 2017, net cash used in investing activities was
$8.1 million and primarily consisted of cash outflows for the purchases of
property, plant and equipment, principally for the build-out and equipping of
our Manhattan Beach Project Innovation Center.
Net Cash Provided by Financing Activities
For the year ended December 31, 2019, net cash provided by financing activities
was $294.9 million primarily as a result of $254.9 million in net proceeds from
our IPO, net of issuance costs, $37.4 million in net proceeds to us from the
Secondary Offering, net of issuance costs, and $2.7 million in proceeds from
stock option exercises, partially offset by $55,000 in payments of capital lease
obligations.
For the year ended December 31, 2018, net cash provided by financing activities
was $76.2 million primarily as a result of $51.3 million in proceeds from the
issuance of our Series G and Series H preferred stock, net of issuance costs,
$20.0 million in borrowings under our 2018 Term Loan Facility, $6.0 million in
borrowings under our 2018 Revolving Credit Facility, $5.0 million in borrowings
under an equipment loan facility, and $1.4 million in proceeds from stock option
exercises, partially offset by cash outflows for repayment of a note with the
Missouri Department of Economic Development, and borrowings under our 2016
Revolving Credit Facility and 2016 Term Loan Facility. The proceeds from the
borrowings were used to finance our operations.
For the year ended December 31, 2017, financing activities provided $55.4
million in cash as a result of $43.3 million of proceeds from the issuance of
our Series F and G preferred stock, net of issuance costs, $10.0 million in
proceeds from the issuance of convertible notes that were eventually converted
into Series G preferred stock, $2.5 million in revolving credit facility
borrowings and $0.4 million in proceeds from stock option exercises, partially
offset by payments towards our revolving credit facility borrowings and capital
lease obligations. The proceeds from the borrowings were used to finance our
operations.
As of December 31, 2019, we had borrowed the entire availability of $20.0
million under the 2018 Term Loan Facility and $6.0 million under the 2018
Revolving Credit Facility.
Contractual Obligations and Commitments
Effective March 16, 2020, we entered into an agreement to extend the lease for
one of our facilities in Columbia, Missouri, for an additional term of two years
ending in June 2022. The aggregate lease amount for the additional two-year term
is $0.5 million, which is not included in the table below. See   Note 12  ,
Subsequent Events, of the Notes to Financial Statements included elsewhere
herein.

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The following table summarizes our significant contractual obligations as of
December 31, 2019:
                                                    Payments Due by Period
                                          Less Than                                       More Than
(in thousands)              Total         One Year        1-3 Years       3-5 Years       Five Years
Rent obligations(1)      $   13,868     $     1,878     $     3,630     $     3,193     $      5,167
Equipment lease                 325              86             151              88                -
obligations(2)
2018 Revolving Credit         6,164           6,164               -               -                -
Facility(3)
2018 Term Loan               22,570           7,473          15,097               -                -
Facility(4)
Equipment loan(5)             7,021             559           6,462               -                -
Purchase commitments(6)      44,102          22,684          21,418               -                -
Total                    $   94,050     $    38,844     $    46,758     $     3,281     $      5,167


___________________

(1) Includes lease payments for our Manhattan Beach Project Innovation Center and

corporate offices in El Segundo, California, and our manufacturing facilities

in Columbia, Missouri.

(2) Consists of payments under various capital leases for certain equipment.

(3) Includes principal and interest accrued at a floating rate under the 2018

Revolving Credit Facility.

(4) Includes principal and interest under the 2018 Term Loan Facility.

(5) Includes principal and interest on an equipment loan.

(6) Consists of commitments to purchase pea protein inventory. Excludes amounts


    under the multi-year sales agreement with Roquette Frères entered into
    subsequent to the year ended December 31, 2019. See   Note 12  , Subsequent
    Events, to the Notes to Financial Statements included elsewhere herein.


In addition to the amounts shown in the table above, as of December 31, 2019, we had approximately $12.7 million in purchase order commitments for capital expenditures primarily to purchase machinery and equipment. Payments for these purchases will be due within twelve months.



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.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements or any holdings in variable
interest entities.
Critical Accounting Policies
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 Financial Statements
included elsewhere in this

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report for information about these critical accounting policies as well as a
description of our other accounting policies.
Revenue Recognition
While our revenue recognition does not involve significant judgment, it
represents an important accounting policy. 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, 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 does not offer warranties or a right to return on
the products it sells except in the instance of a product recall.
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, 2019 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 liability 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.
Share-Based Compensation
The 2018 Equity Incentive Plan (the "2018 Plan") provides for the grant of
incentive stock options, within the meaning of Section 422 of the Code, to our
employees and the employees of our subsidiaries, and for the grant of
nonstatutory stock options, stock appreciation rights, restricted stock,
restricted stock units, performance units, and performance shares to our
employees, directors, and consultants and the employees and consultants of any
subsidiary.
Stock options. The administrator may grant incentive and/or non-statutory stock
options under our 2018 Plan, provided that incentive stock options may only be
granted to employees. The exercise price of such options must generally be equal
to at least the fair market value of our common stock on the date of grant. The
term of an option may not exceed 10 years, subject to certain exceptions.
Stock appreciation rights. Stock appreciation rights may be granted under our
2018 Plan. Stock appreciation rights allow the recipient to receive the
appreciation in the fair market value of our common stock between the date of
grant and the exercise date.
Restricted stock. Restricted stock may be granted under our 2018 Plan.
Restricted stock awards are grants of shares of our common stock that are
subject to various restrictions, including restrictions on transferability and
forfeiture provisions. Shares of restricted stock will vest and the restrictions
on such shares will lapse, in accordance with terms and conditions established
by the administrator.
Restricted stock units. Restricted stock units may be granted under our 2018
Plan, and may include the right to dividend equivalents, as determined in the
discretion of the administrator. Each restricted stock unit granted is a
bookkeeping entry representing an amount equal to the fair market value of one
share of our common stock. Vesting criteria may include achievement of specified
performance criteria and/or continued service, and the form and timing of
payment.

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Performance units/performance shares. Performance units and performance shares
may be granted under our 2018 Plan. Performance units and performance shares are
awards that will result in a payment to a participant if performance goals
established by the administrator are achieved and any other applicable vesting
provisions are satisfied.
We account for all shared-based compensation awards using a fair-value method.
Options are recorded at their estimated fair value using the Black-Scholes
option pricing model. We recognize the fair value of each award as an expense
over the requisite service period, generally the vesting period of the equity
grant.
Determining the fair value of share-based awards at the grant date requires
significant judgment. The determination of the grant date fair value of stock
options using the Black-Scholes option-pricing model is affected by our
estimated common stock fair value as well as other highly subjective assumptions
including, the expected term of the awards, our expected volatility over the
expected term of the awards, expected dividend yield, risk-free interest rates.
The assumptions used in our option-pricing model represent management's best
estimates. These assumptions and estimates are as follows:
Fair Value of Common Stock: We estimate the fair value of stock options using
the Black-Scholes option pricing model. We use the value of our common stock to
determine the fair value of restricted shares.
Expected Term: As we do not have sufficient historical experience for
determining the expected term of the stock option awards granted, our 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, we have 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.
Expected Dividend Yield: We have never declared or paid any cash dividends and
do not presently intend to pay cash dividends in the foreseeable future. As a
result, we used an expected dividend yield of zero.
Risk-Free Interest Rates: We determine the average risk-free interest rate using
the yield on actively traded U.S. Treasury notes with the same maturity as the
expected term of the underlying options. If any assumptions used in the
Black-Scholes option-pricing model change significantly, share-based
compensation for future awards may differ materially compared with the awards
granted previously.
The assumptions underlying these valuations represent management's best
estimates, which involve inherent uncertainties and the application of
management judgment. As a result, if factors or expected outcomes change and we
use significantly different assumptions or estimates, our share-based
compensation expense could be materially different.
Emerging Growth Company Status
We are an "emerging growth company" ("EGC") as defined in the JOBS Act. As an
EGC, the JOBS Act, allows us to delay adoption of new or revised accounting
pronouncements applicable to public companies until such pronouncements are made
applicable to private companies. We expect to lose our EGC status upon the
filing of the Form 10-K for the year ending December 31, 2020, when we expect to
qualify as a Large Accelerated Filer based upon the current market
capitalization of the Company according to Rule 12b-2 of the Exchange Act.
Therefore, we have elected to use the adoption dates applicable to public
companies beginning in the first quarter of 2020. For as long as we continue to
be an emerging growth company, we intend to take advantage of certain other
exemptions from various reporting requirements that are applicable to other
public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation and exemptions from the
requirements of holding non-binding advisory votes on executive compensation and
stockholder approval of any golden parachute payments not previously approved.


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Recently Adopted Accounting Pronouncements Please refer to Note 2 , Summary of Significant Accounting Policies, to the Notes to Financial Statements included elsewhere in this report for a discussion of recently adopted accounting pronouncements and new accounting pronouncements that may impact us.





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