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Beyond Meat(BYND) - 2025 Q1 - Earnings Call Transcript
2025-05-07 22:00
Financial Data and Key Metrics Changes - In Q1 2025, net revenues decreased by 9.1% to $68.7 million compared to $75.6 million in the same period last year, primarily driven by an 11.2% decrease in volume sold, partially offset by a 2.4% increase in net revenue per pound [19][20] - Gross profit was a loss of $1.1 million, resulting in a gross margin of negative 1.5%, compared to a gross profit of $3.7 million and a gross margin of 4.9% in the prior year [27][28] - Net loss was $52.9 million in Q1 2025, compared to a net loss of $54.4 million in the same quarter last year, with net loss per share improving from $0.84 to $0.69 [30][31] Business Line Data and Key Metrics Changes - U.S. Retail channel net revenues decreased by 15.4% to $31.4 million, driven by a 23.2% decrease in volume sold, partially offset by a 10% increase in net revenue per pound [21][22] - U.S. Foodservice net revenues decreased by 23.5% to $9.4 million, primarily due to a 22% decrease in volume sold and a 2% decrease in net revenue per pound [25] - International retail channel net revenues increased by 0.8% to $12.7 million, driven by a 10.3% increase in net revenue per pound, despite an 8.6% decrease in volume sold [26] Market Data and Key Metrics Changes - Consumption data indicated a progressive weakening in U.S. retail takeaway during Q1 2025, contributing to weaker shipments than expected [22][23] - International foodservice channel net revenues increased by 12.1% to $15.3 million, primarily due to a 13.5% increase in volume sold [27] Company Strategy and Development Direction - The company aims to achieve EBITDA positive on a run rate basis by the end of 2026, focusing on reducing operational expenses and optimizing manufacturing towards margin objectives [11][34] - A new marketing campaign, "Real People, Real Results," is being launched to improve consumer perception and drive demand for plant-based products [16][17] Management Comments on Operating Environment and Future Outlook - Management acknowledged the challenges faced in Q1 2025 due to worsening category and macroeconomic conditions, impacting top-line recovery [5][6] - The company has withdrawn its full-year guidance due to elevated uncertainty in the operating environment, limiting revised outlook to Q2 net revenue expectations of $80 million to $85 million [34][70] Other Important Information - The company closed a financing facility providing up to $100 million in new senior secured debt, aimed at enhancing liquidity and supporting strategic priorities [17][32] - Operating expenses in Q1 2025 were $55.1 million, a decrease from $57.1 million in the previous year, including $7.2 million in transient expenses [29][30] Q&A Session Summary Question: What initiatives could be taken to stabilize the top line in the U.S. market? - Management highlighted the importance of restoring distribution lost due to product transitions in retail and emphasized the need to improve consumer perception through effective messaging and marketing campaigns [39][42] Question: Can you provide more details on the financing agreement? - The financing facility has an initial term of approximately 4.75 years, with interest accruing at 12% initially and 17.5% thereafter, payable in kind [47][49] Question: What is the outlook regarding tariffs and demand uncertainty? - Management indicated that while there are discussions around tariffs, the direct impact on the business is minimal, but consumer confidence remains a concern that could affect demand [72][74] Question: What is the expected run rate for SG&A in the coming quarters? - Management noted that extraordinary items in Q1 would not repeat, and they expect a normalization of legal expenses, with ongoing impacts from the suspension of operations in China [76][86]
Beyond Meat(BYND) - 2025 Q1 - Quarterly Results
2025-05-07 21:00
[Loan and Security Agreement](index=1&type=section&id=LOAN%20AND%20SECURITY%20AGREEMENT) This agreement, effective **May 7, 2025**, outlines the terms for a term loan between **UNPROCESSED FOODS, LLC** and **BEYOND MEAT, INC.**, secured by the **Borrower's** assets [Parties and Effective Date](index=1&type=section&id=Parties%20and%20Effective%20Date) This Loan and Security Agreement is dated May 7, 2025, between UNPROCESSED FOODS, LLC (as a Lender), other Lenders, BEYOND MEAT, INC. (as Borrower), and its Guarantors - The agreement is effective as of **May 7, 2025**[2](index=2&type=chunk) Parties to the Agreement | Role | Entity | Jurisdiction | | :--- | :--- | :--- | | **Lender** | UNPROCESSED FOODS, LLC | Wyoming limited liability company | | **Borrower** | BEYOND MEAT, INC. | Delaware corporation | [Loan and Terms of Payment](index=1&type=section&id=1%20LOAN%20AND%20TERMS%20OF%20PAYMENT) This section details the term loan's availability, repayment terms, interest rates (including **PIK** and default rates), fees, and provisions for changes in circumstances and tax treatment [Term Loan](index=1&type=section&id=1.1%20Term%20Loan) The agreement provides for term loan advances up to the Term Loan Availability Amount, which cannot be reborrowed after repayment. All outstanding amounts are due on the Term Loan Maturity Date. The agreement details procedures for borrowing, optional prepayments, and mandatory prepayments upon certain events. A key feature is the MOIC (Multiple of Invested Capital) Amount, ensuring Lenders achieve at least a 2.0x return, or a Termination Fee in specific insolvency scenarios Term Loan Key Terms | Feature | Detail | | :--- | :--- | | **Availability** | Up to the Term Loan Availability Amount during the Draw Period. Not re-borrowable. | | **Minimum Advance** | $3 million per advance. | | **Maturity** | All unpaid principal, interest, and other Obligations are due on the Term Loan Maturity Date. | | **Optional Prepayment** | Allowed at any time with 3 business days' notice, must include accrued interest and any MOIC Amount. | - Mandatory prepayment is required upon a **Liquidation Event** or an **Inconsistent Use Event** (use of funds for purposes not specified in the Side Letter)[6](index=6&type=chunk)[8](index=8&type=chunk) - Any repayment or prepayment under sections 1.1(c), (d), (e), or (f) must include a "**MOIC Amount**" to ensure **Lenders** receive a return of at least a **2.00 to 1.00** multiple of invested capital. In certain insolvency cases, this is replaced by a **Termination Fee**[9](index=9&type=chunk)[12](index=12&type=chunk) [Payment of Interest](index=3&type=section&id=1.2%20Payment%20of%20Interest%20on%20the%20Term%20Loan%20Advances) Interest on the term loan is paid-in-kind (PIK) quarterly by capitalizing it and adding it to the principal balance. The standard interest rate is 12.0%, increasing to 17.5% if the maturity date is extended. A default rate of an additional 2.25% applies during an Event of Default - Quarterly interest payments are made by capitalizing the interest ("**PIK Interest**"), which increases the outstanding principal amount of the loan. Cash interest is only payable upon repayment or prepayment of the principal[14](index=14&type=chunk) Interest Rates | Condition | Per Annum Fixed Rate | | :--- | :--- | | **Standard Rate** | 12.0% | | **Post-Extension Rate** | 17.5% (after Initial Maturity Date is extended) | | **Default Rate** | Standard Rate + 2.25% | [Fees](index=3&type=section&id=1.3%20Fees) The Borrower is required to pay a Commitment Fee to UF as outlined in the separate Commitment Letter - **Borrower** must pay the **Commitment Fee** to **UF** as per the terms of the Commitment Letter[18](index=18&type=chunk) [Change in Circumstances](index=4&type=section&id=1.5%20Change%20in%20Circumstances) If a change in law or regulations increases the Lenders' costs or reduces their rate of return related to the loan, the Borrower must pay additional amounts to compensate the Lenders for these increased costs or reductions - **Borrower** must compensate **Lenders** for increased costs or reduced returns resulting from any "**Change in Law**," which includes changes in reserve requirements, taxes (other than excluded taxes), or capital/liquidity requirements[21](index=21&type=chunk)[22](index=22&type=chunk) [Taxes](index=5&type=section&id=1.6%20Taxes) The Borrower must make all payments free of tax deductions, unless required by law. If taxes are withheld, the Borrower must 'gross-up' the payment so the Lender receives the full intended amount. The Borrower also agrees to indemnify Lenders for any "Indemnified Taxes" - All payments by the **Borrower** must be made without deduction for any Taxes, except as required by law. If an **Indemnified Tax** is withheld, the payment amount must be increased to ensure the **Lender** receives the full sum it would have otherwise received[25](index=25&type=chunk) - The **Borrower** indemnifies each **Lender** for the full amount of any **Indemnified Taxes** paid by the **Lender**[27](index=27&type=chunk) [Extension of Maturity Date](index=6&type=section&id=1.7%20Extension%20of%20Maturity%20Date) The Borrower may request to extend the Term Loan Maturity Date, and any Lender may agree to such an extension for its portion of the loan at its sole discretion. The maturity date cannot be extended beyond May 7, 2035 - The **Term Loan Maturity Date** can be extended with the mutual consent of the **Borrower** and the individual **Lender** for that **Lender's** portion of the Term Loan Advances. The final possible maturity date is **May 7, 2035**[33](index=33&type=chunk) [Conditions Precedent](index=6&type=section&id=2%20CONDITIONS%20PRECEDENT%20TO%20EFFECTIVENESS%20AND%20TO%20TERM%20LOAN%20ADVANCES) This section specifies the essential conditions that must be met for the loan agreement to become effective and for any term loan advances to be disbursed [Conditions Precedent to Effectiveness](index=6&type=section&id=2.1%20Conditions%20Precedent%20to%20Effectiveness) For the agreement to become effective, the Borrower must deliver several key documents, including the signed agreement, a Perfection Certificate, and corporate resolutions. Additionally, the Commitment Fee must be paid, certain representations and warranties must be true, and all necessary filings to perfect the Lender's lien must be in proper form - Key deliverables for effectiveness include: executed **Loan Documents** (Agreement, Side Letter, Warrant Agreement), payment of the **Commitment Fee**, corporate authorizing resolutions, good standing certificates, a legal opinion, and a solvency certificate[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) [Conditions Precedent to all Term Loan Advances](index=7&type=section&id=2.2%20Conditions%20Precedent%20to%20all%20Term%20Loan%20Advances) Before each term loan advance, the Borrower must satisfy several conditions. These include submitting an Advance Request Form, ensuring no liens other than permitted ones exist, providing evidence of insurance, and confirming that no Default or Event of Default has occurred. Additionally, representations and warranties must be true and correct at the time of the advance - For each loan advance, the **Borrower** must provide an Advance Request Form, and **Lenders** must have received satisfactory **UCC lien search** results, evidence of insurance, and pledged equity certificates (if any)[37](index=37&type=chunk) - A critical condition for each advance is that no **Default** or **Event of Default** has occurred and is continuing, and all representations and warranties remain true and correct[38](index=38&type=chunk) - A **Warrant to purchase Borrower's common stock** must be registered for each **Lender** in proportion to their share of the Term Loan Advance, not to exceed the **Maximum Warrant Share Amount**[38](index=38&type=chunk) [Creation of Security Interest](index=8&type=section&id=3%20CREATION%20OF%20SECURITY%20INTEREST) This section establishes the **Lenders'** first-priority security interest in all of the **Borrower's** and its **Domestic Subsidiaries'** assets, outlining the conditions for its termination [Grant of Security Interest](index=8&type=section&id=3.1%20Grant%20of%20Security%20Interest) To secure all obligations, the Borrower and its Domestic Subsidiaries grant the Lenders a continuing first-priority security interest in all of their assets, referred to as the Collateral. This includes all current and future property and its proceeds - The **Borrower** and each **Domestic Subsidiary** grant **UF**, for the benefit of **Lenders**, a continuing first priority lien on and security interest in the **Collateral** to secure all **Obligations**[40](index=40&type=chunk) [Termination and Release of Liens](index=9&type=section&id=3.4%20Termination%20and%20Automatic%20Release%20of%20Liens) The Lenders' lien on the Collateral will continue until all obligations under the agreement are paid in full. Upon full repayment and termination of the lending commitment, the lien will be automatically released and all rights to the Collateral will revert to the Borrower - Upon full payment of the **Obligations** (other than certain surviving obligations) and termination of the **Lenders'** commitment to make loans, all Liens in favor of the **Lenders** will be automatically released and discharged[43](index=43&type=chunk) [Representations and Warranties](index=9&type=section&id=4%20REPRESENTATIONS%20AND%20WARRANTIES) This section details the **Borrower's** and **Loan Parties'** assurances regarding their corporate status, collateral ownership, financial condition, and compliance with all applicable laws [Summary of Representations and Warranties](index=9&type=section&id=Summary%20of%20Representations%20and%20Warranties) The Borrower and its Loan Parties make several standard representations and warranties to the Lenders. These include assurances of due organization, valid corporate authority, ownership of collateral, accuracy of financial statements, solvency, and compliance with laws (including regulatory, tax, and anti-corruption laws). They also confirm there has been no Material Adverse Change since December 31, 2024, and that all information provided is complete and not misleading - **Corporate Status:** Each **Loan Party** is duly organized, in good standing, and has the authority to enter into the **Loan Documents**[45](index=45&type=chunk) - **Collateral:** Each **Loan Party** has good title to the **Collateral**, and the security interest granted is a first priority perfected lien, subject only to **Permitted Liens**[50](index=50&type=chunk) - **Financial Condition:** Financial statements provided are fair representations, the company is solvent, and there has been no **Material Adverse Change** since **December 31, 2024**[54](index=54&type=chunk)[55](index=55&type=chunk)[65](index=65&type=chunk) - **Compliance:** The **Loan Parties** are in compliance with all applicable laws, including regulatory (e.g., not an 'investment company'), tax, **ERISA**, sanctions, and anti-corruption laws[57](index=57&type=chunk)[60](index=60&type=chunk)[62](index=62&type=chunk)[64](index=64&type=chunk) [Affirmative Covenants](index=12&type=section&id=5%20AFFIRMATIVE%20COVENANTS) This section outlines the ongoing obligations of the **Borrower**, including the permitted use of loan proceeds, regular financial reporting, and requirements for new subsidiaries [Use of Proceeds](index=12&type=section&id=5.1%20Use%20of%20Proceeds) The proceeds from the term loans must be used exclusively for financing working capital needs or for general corporate purposes. The funds are explicitly forbidden from being used to repay or restructure existing notes or other borrowed money, with minor exceptions - Loan proceeds are to be used solely for working capital and general corporate purposes[67](index=67&type=chunk) - Proceeds may not be used to repay **Existing Notes**, **New Notes**, or other indebtedness for borrowed money, except for debt owed to **Lenders** or certain asset financing[67](index=67&type=chunk) [Financial Statements and Reporting](index=13&type=section&id=5.3%20Financial%20Statements%3B%20Reports) The Borrower is required to provide Lenders with regular financial reports and other key information. This includes audited annual financial statements within 90 days of fiscal year-end, unaudited quarterly statements within 45 days of quarter-end, and a compliance certificate with each. They must also provide annual projections, key performance indicator reports, and prompt notice of any defaults or material adverse changes - Deliver audited annual financial statements within **90 days** of fiscal year-end[71](index=71&type=chunk) - Deliver unaudited quarterly financial statements within **45 days** of each fiscal quarter-end[71](index=71&type=chunk) - Concurrently with financials, deliver a **Compliance Certificate** and a report on **Key Performance Indicators (KPIs)** including revenue, margins, and cash flow[71](index=71&type=chunk) - Promptly notify **Lenders** of any **Default**, **Event of Default**, or any development that could result in a **Material Adverse Change**[72](index=72&type=chunk) [Formation or Acquisition of Subsidiaries](index=16&type=section&id=5.8%20Formation%20or%20Acquisition%20of%20Subsidiaries) If the Borrower forms or acquires a new subsidiary (that is not an Excluded Subsidiary), it must cause the new subsidiary to become a Guarantor under the agreement. This involves executing a Guaranty Joinder and pledging the subsidiary's equity interests to secure the loan - Any newly formed or acquired subsidiary (unless it is an **Excluded Subsidiary**) must become a **Guarantor** by executing a **Guaranty Joinder**[81](index=81&type=chunk) - The **Loan Party** must pledge the equity interests of the new subsidiary to the **Lenders** as part of the collateral[81](index=81&type=chunk) [Negative Covenants](index=16&type=section&id=6%20NEGATIVE%20COVENANTS) This section details the restrictions on the **Borrower's** activities, including limitations on asset dispositions, business changes, mergers, indebtedness, liens, distributions, investments, and financial covenants [Dispositions](index=16&type=section&id=6.1%20Dispositions) Loan Parties are prohibited from selling, leasing, or otherwise transferring their business or property, except for specific permitted transfers. These exceptions include selling inventory in the ordinary course of business, disposing of obsolete equipment, and other transfers of assets up to a specified aggregate value of $7.5 million, with other specific caps for certain types of sales - General prohibition on asset transfers, with exceptions for ordinary course inventory sales, disposal of worn-out equipment, and transfers between **Loan Parties**[87](index=87&type=chunk) - Specific caps on other dispositions include: up to **$25 million** for assets sold to non-Loan Party subsidiaries, up to **$25 million** for assets held for sale, and a general basket of up to **$7.5 million** for other asset transfers[88](index=88&type=chunk) [Changes in Business and M&A](index=17&type=section&id=6.2%20Changes%20in%20Business%2C%206.3%20Mergers%20or%20Acquisitions) Loan Parties cannot materially change their line of business, liquidate, or dissolve (unless merging into another Loan Party). They are also prohibited from merging with or acquiring other entities, with limited exceptions for mergers between existing subsidiaries or Loan Parties - **Loan Parties** must not engage in any material business other than their current business or reasonably related activities[89](index=89&type=chunk) - Mergers and acquisitions are generally prohibited, except for internal reorganizations where a **Loan Party** is the surviving entity[90](index=90&type=chunk) [Indebtedness and Liens](index=18&type=section&id=6.4%20Indebtedness%2C%206.5%20Liens%20and%20Restrictive%20Agreements) Loan Parties are forbidden from incurring any new debt or creating any liens on their property, except for specifically defined "Permitted Indebtedness" and "Permitted Liens." This ensures that the Lenders' security interest remains first priority and that the company's debt levels are controlled - **Loan Parties** cannot create, incur, or assume any Indebtedness other than **Permitted Indebtedness**[92](index=92&type=chunk) - **Loan Parties** cannot create or allow any Lien on their property except for **Permitted Liens**, ensuring the **Lenders'** security interest remains first priority[93](index=93&type=chunk) [Distributions and Investments](index=18&type=section&id=6.6%20Distributions%3B%20Investments) Loan Parties are restricted from paying dividends, making distributions, or repurchasing stock, with limited exceptions such as dividends payable in stock and small-scale repurchases from former employees. They are also prohibited from making any investments other than those defined as "Permitted Investments" - Dividends and stock repurchases are generally prohibited, with exceptions for non-cash dividends and repurchases from former employees up to **$1 million** per year[94](index=94&type=chunk) - Investments are restricted to a list of "**Permitted Investments**," which includes cash equivalents, certain intercompany loans, and a general basket for other investments[94](index=94&type=chunk) [Financial Covenants](index=19&type=section&id=6.10%20Financial%20Covenants) The Borrower must adhere to two key financial covenants: maintaining a minimum level of liquidity and capping the annual cash interest payments on junior debt Financial Covenants | Covenant | Requirement | | :--- | :--- | | **Minimum Liquidity** | Must not be less than $15 million. | | **Junior Debt Service Cap** | Cash interest payments on junior debt must not exceed $20 million per fiscal year. | [Cash Repayment of Existing Notes](index=20&type=section&id=6.11%20Cash%20Repayment%20of%20Existing%20Notes) The agreement places a specific limit on the amount of cash that can be used to repay the company's Existing Notes at maturity. The cap is set at $60 million plus any cash proceeds from equity issuances. This restriction does not apply to refinancing the notes with new junior or unsecured debt - **Loan Parties** are prohibited from repaying the **Existing Notes** at maturity with cash exceeding the sum of **$60 million** plus proceeds from any equity issuance[100](index=100&type=chunk) [Events of Default](index=20&type=section&id=7%20EVENTS%20OF%20DEFAULT) This section defines the specific occurrences, such as payment failures, covenant breaches, or insolvency, that trigger an **Event of Default**, allowing **Lenders** to exercise their remedies [Summary of Events of Default](index=20&type=section&id=Summary%20of%20Events%20of%20Default) An Event of Default can be triggered by several occurrences, giving Lenders the right to exercise their remedies. Key triggers include failure to make payments (Payment Default), violation of covenants (Covenant Default), insolvency or bankruptcy proceedings, default on other significant debt, large unpaid judgments, material misrepresentations in the loan documents, or a Change of Control of the Borrower - **Payment Default:** Failure to pay principal when due, or interest/other obligations within a 5-business-day grace period[101](index=101&type=chunk) - **Covenant Default:** Violation of any negative covenant (Article 6) or certain affirmative covenants, with cure periods of **15-30 days** for less critical breaches[102](index=102&type=chunk) - **Insolvency:** The company becomes insolvent, begins bankruptcy proceedings, or has such proceedings initiated against it that are not dismissed within **60 days**[102](index=102&type=chunk) - **Other Triggers:** Include default on other debt, large judgments (over **$10 million**), material misrepresentations, failure of the guaranty, or a **Change of Control**[102](index=102&type=chunk)[103](index=103&type=chunk) [Lenders' Rights and Remedies](index=21&type=section&id=8%20LENDERS%27%20RIGHTS%20AND%20REMEDIES) This section outlines the broad actions **Lenders** can take upon an **Event of Default**, including accelerating obligations, ceasing advances, and taking control of collateral [Rights and Remedies](index=21&type=section&id=8.1%20Rights%20and%20Remedies) Upon an Event of Default, Lenders have broad rights and remedies. They can declare all obligations immediately due and payable (acceleration), cease further lending, take control of and sell the Collateral, and exercise any other rights available under the law or the loan documents - Upon an **Event of Default**, **Lenders** can declare all **Obligations** immediately due and payable[104](index=104&type=chunk) - **Lenders** may stop advancing money, take possession of and sell the **Collateral**, and collect directly from **Account Debtors**[104](index=104&type=chunk) - In the case of an insolvency-related default (Section 7.4), all **Obligations** become automatically due and payable without any action from the **Lenders**[104](index=104&type=chunk) [Notices](index=23&type=section&id=9%20NOTICES) This section specifies the formal procedures and designated contacts for all official communications between the **Borrower** and the **Lenders** [Notice Procedures](index=23&type=section&id=9.1%20Notice%20Procedures) This section specifies the official addresses and methods for all formal communications between the parties. Notices must be in writing and can be delivered by mail, electronic mail, or overnight courier to the designated contacts for the Borrower (Beyond Meat, Inc.) and the Lender (Unprocessed Foods, LLC) - All official notices must be in writing and sent to the specified addresses for **Borrower** (in **El Segundo, CA**) and **Lenders** (c/o **Unprocessed Foods, LLC** in **Cheyenne, WY**)[113](index=113&type=chunk)[114](index=114&type=chunk) [Governing Law and Jurisdiction](index=24&type=section&id=10%20GOVERNING%20LAW%2C%20JURISDICTION%2C%20CONSENT%20TO%20SERVICE%20OF%20PROCESS%20AND%20JURY%20TRIAL%20WAIVER) This section establishes **New York** law as the governing legal framework for the agreement and includes an irrevocable waiver of jury trial for all parties [Governing Law and Waiver of Jury Trial](index=24&type=section&id=10.1%20Governing%20Law%3B%2010.2%20Waiver%20of%20Jury%20Trial) The loan documents are governed by the laws of the State of New York. All parties agree to the exclusive jurisdiction of U.S. federal or New York state courts in New York, New York for any disputes. Critically, all parties irrevocably waive their right to a trial by jury for any legal proceeding related to the agreement - The agreement and related documents shall be governed by and construed in accordance with the laws of the **State of New York**[115](index=115&type=chunk) - EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY **JURY** in any legal proceeding arising out of the agreement[117](index=117&type=chunk) [General Provisions](index=24&type=section&id=11%20GENERAL%20PROVISIONS) This section covers standard contractual clauses, including restrictions on assignment, the **Borrower's** obligation to cover **Lenders'** expenses and indemnification, and confidentiality requirements [Key General Provisions](index=25&type=section&id=11.2%20Successors%20and%20Assigns%3B%2011.4%20Expenses%3B%20Indemnification%3B%2011.8%20Confidentiality) This section contains several standard but important clauses. The Borrower cannot assign its rights without Lender consent, while Lenders can only assign to specific affiliates. The Borrower must reimburse Lenders for all reasonable out-of-pocket expenses related to the loan (capped at $250,000 for initial documentation) and indemnify them against losses and claims. Lenders must maintain the confidentiality of information provided by the Borrower, with standard exceptions for legal requirements and sharing with advisors - **Assignment:** **Borrower** may not assign the agreement without **Lender** consent. **Lenders** may only assign to certain **US-based affiliates** not in the same industry as the **Borrower**[121](index=121&type=chunk) - **Expenses & Indemnification:** **Borrower** must pay **Lenders'** reasonable and documented out-of-pocket expenses, with legal fees for documentation capped at **$250 thousand**. **Borrower** also indemnifies **Lenders** from claims arising from the transaction[123](index=123&type=chunk)[125](index=125&type=chunk) - **Confidentiality:** **Lenders** agree to keep information from the **Borrower** confidential, subject to legally required disclosures and sharing with affiliates and advisors who are also bound by confidentiality[132](index=132&type=chunk) [Guaranty](index=28&type=section&id=12%20GUARANTY) This section details the absolute, unconditional, and irrevocable guarantee provided by each **Guarantor** for all of the **Borrower's** obligations, waiving common defenses [Guaranty](index=28&type=section&id=12.1%20Guaranty) Each Guarantor (typically a subsidiary of the Borrower) provides an absolute, unconditional, and irrevocable guarantee for the full payment of all Obligations. This is a guaranty of payment, not collection, meaning Lenders can demand payment directly from a Guarantor without first suing the Borrower. The Guarantors waive numerous defenses, ensuring the guaranty remains enforceable even in cases of bankruptcy or other issues with the Borrower - Each **Guarantor** is jointly and severally liable for all "**Guaranteed Obligations**" as a primary obligor, not merely as a surety[143](index=143&type=chunk) - The guaranty is one of payment, not collection, and is unconditional. **Guarantors** waive most defenses, including those arising from the **Borrower's** insolvency or changes to the underlying obligations[144](index=144&type=chunk)[145](index=145&type=chunk)[148](index=148&type=chunk) - New subsidiaries required to become **Guarantors** will do so by executing a "**Guaranty Joinder**"[162](index=162&type=chunk) [Definitions](index=31&type=section&id=13%20ACCOUNTING%20TERMS%20AND%20OTHER%20DEFINITIONS) This section provides precise definitions for all capitalized terms used throughout the agreement, clarifying key financial, collateral, and operational terms [Key Definitions](index=33&type=section&id=13.3%20Definitions) This section defines all capitalized terms used throughout the agreement. Key definitions include the financial terms that govern the loan, the scope of what constitutes collateral, the specific actions that are permitted or restricted, and the conditions that could lead to a default - **Term Loan Availability Amount:** The total principal amount available to be borrowed, defined as **$100 million**[292](index=292&type=chunk) - **MOIC Amount:** An additional payment required upon prepayment or repayment to ensure **Lenders** achieve at least a **2.00 to 1.00** multiple of invested capital[255](index=255&type=chunk) - **Change of Control:** Defined as any person or group (other than certain creditors) becoming the beneficial owner of more than **50%** of the total voting stock of the **Borrower**[183](index=183&type=chunk) - **Permitted Indebtedness:** A detailed list of debt the company is allowed to incur, including the existing notes, **subordinated debt** up to **$400 million**, and various operational or capital expenditure-related debts within specific limits[264](index=264&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk) - **Subordinated Debt:** Debt that is subordinated in payment and security to the **Obligations** owed to the **Lenders**, with a maturity date at least **90 days** after the loan's maturity date[288](index=288&type=chunk)
Beyond Meat® Announces $100 Million New Senior Secured Financing from Ahimsa Foundation Affiliate
Globenewswire· 2025-05-07 20:15
Core Viewpoint - Beyond Meat has successfully closed a financing facility providing up to $100 million in new senior secured debt from Unprocessed Foods, an affiliate of Ahimsa Foundation, to support its growth plans and strategic priorities [1][2]. Financing Details - The financing agreement includes a senior secured delayed-draw term loan facility of $100 million, with interest rates of 12.0% prior to February 7, 2030, and 17.5% thereafter, payable in kind [2][3]. - The initial maturity date can be extended until May 7, 2035, with mutual consent [2]. Investor Insights - Unprocessed Foods will receive warrants proportional to the amount drawn down, allowing them to purchase up to 12.5% of Beyond Meat's outstanding shares at an exercise price of 115% of the average daily volume weighted average prices for a 30-day period starting May 8, 2025, with a minimum price of $2.00 and a maximum of $3.75 [3]. Company Overview - Beyond Meat is a leading plant-based meat company, founded in 2009, offering products made from simple ingredients without GMOs, added hormones, or antibiotics, and with 0 mg of cholesterol per serving [5]. - The company's mission emphasizes the positive impact of shifting from animal-based meat to plant-based protein on human health, climate change, natural resource constraints, and animal welfare [5].
Beyond Meat® Reports First Quarter 2025 Financial Results
Globenewswire· 2025-05-07 20:15
Core Insights - Beyond Meat reported a net revenue decline of 9.1% year-over-year, totaling $68.7 million for Q1 2025, primarily due to an 11.2% decrease in product volume sold, despite a 2.4% increase in net revenue per pound [7][8][19] - The company announced a new $100 million senior secured financing from an affiliate of the Ahimsa Foundation to strengthen its balance sheet [4][5] - The management is focusing on cost-saving initiatives to achieve EBITDA-positive operations by the end of 2026 [4] Financial Performance - Net revenues decreased from $75.6 million in Q1 2024 to $68.7 million in Q1 2025, a drop of 9.1% [7][8] - Gross profit was a loss of $1.1 million, with a gross margin of -1.5%, compared to a gross profit of $3.7 million and a margin of 4.9% in the previous year [7][19] - Loss from operations increased to $56.2 million, or -81.8% operating margin, compared to a loss of $53.5 million and -70.7% margin in the year-ago period [7][16] Revenue Breakdown - U.S. retail channel net revenues fell by 15.4% to $31.4 million, driven by a 23.2% decrease in volume sold [9][13] - U.S. foodservice channel net revenues decreased by 23.5% to $9.4 million, primarily due to a 22.0% drop in volume sold [10][13] - International retail channel revenues slightly increased by 0.8% to $12.7 million, while international foodservice revenues rose by 12.1% to $15.3 million [11][12] Operating Expenses and Losses - Total operating expenses were $55.1 million, down from $57.1 million in the previous year, mainly due to reduced general and administrative expenses [15] - Adjusted EBITDA loss was $42.3 million, or -61.6% of net revenues, compared to a loss of $32.9 million, or -43.5% of net revenues, in the prior year [20] - Net loss for Q1 2025 was $52.9 million, or $0.69 per share, compared to a net loss of $54.4 million, or $0.84 per share, in Q1 2024 [19][36] Financing and Cash Flow - The company had cash and cash equivalents of $115.8 million and total outstanding debt of $1.1 billion as of March 29, 2025 [21] - Net cash used in operating activities was $26.1 million, down from $31.8 million in the year-ago period [21] - The company is evaluating potential transactions to address existing convertible notes prior to their maturity in 2027 [6][22] Future Outlook - Due to uncertainty in the operating environment, the company has withdrawn its previous full-year 2025 outlook and now expects Q2 2025 net revenues to be in the range of $80 million to $85 million [23]
Beyond Meat® to Report First Quarter 2025 Financial Results on May 7, 2025
Globenewswire· 2025-04-23 20:05
Core Viewpoint - Beyond Meat, Inc. is set to report its financial results for the first quarter ending March 29, 2025, on May 7, 2025, after market close, indicating ongoing transparency and engagement with investors [1]. Company Overview - Beyond Meat, Inc. is a leading company in the plant-based meat sector, offering products made from simple ingredients without GMOs, added hormones, antibiotics, and with 0 mg of cholesterol per serving [3]. - The company was founded in 2009 and aims to replicate the taste and texture of animal-based meat while promoting better health for individuals and the planet [3]. - Beyond Meat's brand promise, "Eat What You Love®," reflects its commitment to addressing global issues such as human health, climate change, resource constraints, and animal welfare through a shift to plant-based proteins [3]. Investor Engagement - A conference call will be held on May 7, 2025, at 5:00 p.m. Eastern, 2:00 p.m. Pacific, for investors to discuss the financial results [1]. - A live webcast of the conference call will be available on the company's website, with an option for archiving [2].
Best Natural and Organic Food Stocks to Buy Now in 2025
ZACKS· 2025-04-11 16:35
An updated edition of the Feb. 20, 2025 article.Natural foods have moved well beyond the shelves of specialty stores and into the daily lives of consumers. What’s behind this shift? A growing awareness of health, wellness and environmental responsibility. Shoppers today, across all age groups, are seeking options that are not just nutritious but also produced with care for people and the planet. As a result, the natural foods industry is experiencing rapid growth. Clean ingredients, sustainable agriculture ...
Pilgrim's Pride & 3 Top Consumer Staples Stocks to Buy on Tariff Fears
ZACKS· 2025-04-11 16:15
Group 1: Pilgrim's Pride Corporation (PPC) - Pilgrim's Pride is capitalizing on growing consumer demand for chicken across retail and foodservice sectors, with notable volume increases in the quick-service restaurant channel [2][3] - The company is focusing on operational agility and efficient delivery of high-quality poultry products, strengthening its presence in higher-margin channels [3] - Strategic investments in product development, packaging innovation, and automation are designed to enhance efficiency and drive scalability, particularly in Europe with brands like Fridge Raiders and Rollover [4] - PPC plans to allocate $450-$500 million in capital expenditure for 2025, focusing on expanding Prepared Foods production and optimizing operational efficiency [5] - Shares of PPC have gained 13.2% in the past three months, reflecting strong fundamentals and smart investments [5] Group 2: Other Consumer Staples Companies - Beyond Meat, Inc. (BYND) is focused on revenue stabilization and margin improvement, with a Zacks Consensus Estimate suggesting growth of 0.7% in sales and 31.6% in earnings for fiscal 2025 [10][11] - Post Holdings, Inc. (POST) is strengthening its market position through a focused strategy, with a Zacks Consensus Estimate indicating growth of 0.3% in sales and 2.2% in earnings for fiscal 2025 [12][13] - United Natural Foods, Inc. (UNFI) is enhancing its market position through a multi-faceted strategy, with a Zacks Consensus Estimate suggesting growth of 1.9% in sales and 485.7% in earnings for fiscal 2025 [14][15]
Top Ag Tech & Food Innovation Stocks to Boost Your Portfolio
ZACKS· 2025-04-09 15:50
Industry Overview - The agricultural industry is rapidly transforming due to technological advancements and innovation, driven by rising global population and climate change pressures on food production [2] - The need for sustainable, efficient, and resilient food systems is becoming increasingly critical [2] Ag Tech and Food Innovation - Ag Tech and food innovation leverage artificial intelligence, biotechnology, and automation to enhance productivity and sustainability [3] - Innovations such as precision farming, lab-grown meat, and plant-based alternatives are revolutionizing food production, processing, and consumption [3][4] - Companies like Ingredion Incorporated and General Mills are adopting agricultural technology and food innovation initiatives to boost sustainability and meet changing consumer demands [3] Adoption of Technology - Farmers and food producers are increasingly using AI, data analytics, and robotics to improve crop yields and optimize operations [4] - Technologies are enabling precise farming methods, reducing resource waste, and enhancing production efficiency [4] - The protein sector is seeing significant changes with the rise of plant-based proteins and lab-grown meat, although challenges related to cost and scalability persist [4] Supply Chain Innovations - Ag Tech is enhancing food supply chains through technologies like blockchain and IoT tracking systems, improving transparency and minimizing food waste [5] - Automation in food processing and packaging is helping companies reduce operational costs while delivering fresher products [5] Investment Opportunities - Companies adopting technological innovations in agriculture and food are positioned to gain competitive advantages [6] - Notable stocks in Ag Tech & Food Innovation include Beyond Meat, Hormel Foods, and Tyson Foods, which are well-positioned for success in the evolving landscape [6] Company Highlights: Beyond Meat - Beyond Meat is innovating by developing plant-based meats that mimic traditional animal products, addressing consumer preferences and global challenges [8] - The collaboration with PepsiCo through The PLANeT Partnership aims to create and distribute plant-based protein snacks and beverages [9] - Beyond Meat is expanding its product range and global presence to meet the growing demand for sustainable protein options [10] Company Highlights: Hormel Foods - Hormel Foods is integrating ag tech and food innovation to enhance sustainability, including a $1.7 million investment in a regenerative agriculture project [12] - The partnership with The Better Meat Co. focuses on developing mycoprotein-based meat alternatives, aligning with consumer demand for plant-based products [13] - Hormel is utilizing digital technologies to streamline production processes and improve efficiency, enhancing consumer trust [14] Company Highlights: Tyson Foods - Tyson Foods is advancing ag-tech and food innovation with a focus on sustainability and meeting modern consumer needs [15] - The investment in Future Meat Technologies allows Tyson to explore cultured meat production, reducing the environmental impact of traditional meat [16] - Tyson is also investing in lab-grown meat products and utilizing precision agriculture technologies to enhance farm production efficiency [17]
3 Stocks to Gain Big From Steady Growth in Online Grocery Sales
ZACKS· 2025-04-02 14:10
The retail sector has struggled a lot lately but has still managed to hold its ground amid growing inflationary pressures. Consumers have cut down on discretionary items as high prices continue to pinch their pockets. However, spending on groceries, which is a necessity, has been growing steadily.Retail sales saw growth in February, largely driven by online sales. Online grocery sales also grew in February after witnessing a solid jump in 2024. Given this situation, investing in grocery stocks with a strong ...
Environment-Friendly and Sustainable Food Market Outlook 2025-2029, Featuring Profiles of Key Players WhiteWave Foods Company, Amy's Kitchen, Earthbound Farm, Ben & Jerry's Homemade, and Beyond Meat
GlobeNewswire News Room· 2025-03-27 14:53
Dublin, March 27, 2025 (GLOBE NEWSWIRE) -- The "Environment-Friendly and Sustainable Food Market Report 2025" has been added to ResearchAndMarkets.com's offering.This report covers market characteristics, size and growth, segmentation, regional and country breakdowns, competitive landscape, market shares, trends and strategies for this market. It traces the market's historic and forecast market growth by geography. Key Companies Profiled: WhiteWave Foods Company; Amy's Kitchen; Earthbound Farm; Ben & Jerry ...