Group 1 - The author has been active in the markets for several years, focusing primarily on long/short equities [1] - The author holds a Bachelor of Science Degree in Finance and Accounting, with a minor in History, and has experience managing investment portfolios [1] - The author has completed internships at a large bank and in managing a university endowment [1] Group 2 - The article emphasizes the importance of conducting due diligence before making any investment decisions [3] - It is advised that investors seek advice from brokers or financial advisers [3] - The article states that past performance is not indicative of future results, and no formal investment recommendations are made [4]

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 due to an 11.2% decrease in volume sold, partially offset by a 2.4% increase in net revenue per pound [18][19] - 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 [25][26] - Net loss was $52.9 million in Q1 2025, compared to a net loss of $54.4 million in the same period last year, with net loss per share at $0.69 compared to $0.84 [28][29] 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 [20][21] - 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 [23] - 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 [24] 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 [21] - International foodservice channel net revenues increased by 12.1% to $15.3 million, primarily due to a 13.5% increase in volume sold [25] 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 [10][32] - A new marketing campaign, "Real People, Real Results," is being launched to improve consumer perception and drive demand for plant-based products [14][15] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that Q1 2025 was disappointing 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 [32][66] Other Important Information - The company closed a financing facility providing up to $100 million in new senior secured debt, which will help support strategic priorities and liquidity [16][30] - The company is focusing on dispelling misinformation about its products and enhancing consumer understanding of the benefits of plant-based diets [13][41] Q&A Session Questions and Answers Question: What potential initiatives could be taken to stabilize the top line in the U.S. market? - Management indicated that restoring distribution lost due to product transitions and improving consumer perception through marketing efforts are key initiatives [37][39] Question: Can more details be shared about the financing agreement of the $100 million? - The financing facility has an initial term of approximately five years with an interest rate of 12% for drawdowns, increasing to 17.5% after the maturity date [45][46] Question: What is the outlook regarding tariffs and demand uncertainty? - Management noted that while there are discussions around tariffs, the direct impact on the business is considered minimal, but consumer confidence remains a concern [68][70]

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]

[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)

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].

Financial Performance - In 2024, the company incurred a net loss of $160.3 million, following losses of $338.1 million in 2023 and $366.1 million in 2022, indicating ongoing financial challenges [114]. - The company has a history of losses and may struggle to achieve or sustain profitability due to increasing operating expenses and capital expenditures associated with growth initiatives [114]. - The company anticipates that demand-related challenges will continue to negatively impact sales and profitability, particularly if cost reductions are not achieved quickly enough [116]. - Revenue growth has slowed since 2022, with periods of negative growth anticipated due to macroeconomic issues, increasing competition, and market saturation [162]. - Consumer demand for plant-based meat products has continued to decline, with net revenues decreasing to $326.5 million in 2024 from $343.4 million in the prior year, representing a 4.9% decrease [131]. - The company recorded an incremental provision for excess and obsolete inventory in the amount of $38.0 million in 2023, primarily due to the Global Operations Review [129]. Market Challenges - The company has experienced a decline in consumer demand for plant-based meat products, particularly in the refrigerated segment, which has negatively impacted sales and profits [115]. - The company is facing significant macroeconomic headwinds, including high inflation and rising interest rates, which have contributed to reduced consumer confidence and spending [115]. - The company is experiencing challenges related to supply chain disruptions and reliance on a limited number of third-party suppliers, which may affect its ability to procure high-quality raw materials [104]. - The company is facing increased competition in the plant-based meat market, which may further exacerbate the decline in demand for its products [105]. - The company has seen a shift in consumer purchasing behavior towards lower-priced offerings, impacting sales of its premium plant-based products [112]. Operational Changes - The company is planning to suspend its operational activities in China, which may impact its international operations and financial performance [106]. - The company has reduced its workforce by approximately 65 employees, representing about 19% of its global non-production workforce, and plans to further reduce its workforce in North America and the EU by approximately 44 employees, which is about 17% of its global non-production workforce [170]. - The company may face additional unexpected costs and negative impacts on cash flows due to workforce reductions and operational changes, including the suspension of activities in China [120]. - The planned suspension of operational activities in China is expected to incur one-time, non-cash charges of approximately $12.0 million to $17.0 million, primarily related to accelerated depreciation and impairment charges [217]. Supply Chain and Production - The company relies on a limited number of suppliers for raw materials, which increases the risk of supply disruptions and could materially affect business operations [135]. - The company must effectively manage its supply chain to meet consumer demand; failure to do so could increase operating costs and decrease profit margins [141]. - The company faces challenges in ensuring a continuous supply of high-quality plant-based protein and avocado oil, which are vulnerable to adverse weather and political conditions [146]. - The company relies on third-party transportation providers for product shipments, exposing it to risks such as increased shipping costs and logistical difficulties [166]. Regulatory and Compliance Risks - The company is subject to extensive FDA regulations, which govern manufacturing, labeling, and safety of food products [271]. - The company may incur substantial costs to comply with changing regulations, including those related to food labeling and safety [274]. - The company faces potential regulatory challenges regarding the use of the term "meat" for its plant-based products, which could adversely affect its business and financial condition [276]. - The company is subject to the European Union's General Data Protection Regulation and the California Consumer Privacy Act, which impose substantial penalties for non-compliance [236]. Innovation and Product Development - The company announced the fourth generation of its core beef platform, Beyond IV, and rolled out the new Beyond Burger and Beyond Beef in 2024 [193]. - The success of the company's innovation efforts depends on accurately predicting consumer preferences and effectively marketing new products [196]. - The company is continuously testing alternative plant-based proteins to improve product offerings and maintain quality [197]. Financial Strategy and Capital - The company had cash and cash equivalents totaling $145.6 million as of December 31, 2024, and plans to raise significant additional capital through equity and/or debt securities [257]. - The company expects to raise additional capital in 2025 through an "at the market" offering program, which may result in dilution to existing stockholders [257]. - The company may face significant challenges in raising additional capital due to operational and financial performance, investor confidence, and credit availability [260]. Intellectual Property and Legal Risks - The company relies on a combination of patent protection, copyrights, trade secrets, and trademark laws to protect its proprietary technology, but these legal means afford only limited protection [222]. - The company may face challenges in protecting its intellectual property rights internationally, where laws may not be as protective as those in the United States [229]. - The company is subject to ongoing litigation, including a securities case alleging federal securities law violations, which could result in substantial costs and divert management's attention [294].

Financial Performance - Net revenues for Q4 2024 were $76.7 million, representing a 4.0% increase year-over-year[3] - Gross profit for Q4 2024 was $10.0 million, with a gross margin of 13.1%, a significant improvement from a gross loss of $83.9 million and a margin of -113.8% in the prior year[3] - The net loss for Q4 2024 was $44.9 million, or $0.65 per common share, compared to a net loss of $155.1 million, or $2.40 per common share, in the year-ago period[3] - Adjusted EBITDA for Q4 2024 was a loss of $26.0 million, or -33.9% of net revenues, an improvement from a loss of $125.1 million, or -169.9% of net revenues, in the prior year[3] - For the full year 2024, net revenues were $326.5 million, a decrease of 4.9% year-over-year[7] - The net loss for the year ended December 31, 2024, was $160.278 million, a decrease from $338.144 million in 2023, indicating a 52.6% improvement year-over-year[50] - The company reported an adjusted net loss of $152.778 million for the year ended December 31, 2024, down from $338.144 million in 2023, representing a 54.8% decrease[61] - Adjusted EBITDA for the year ended December 31, 2024, was $(101.7) million, an improvement from $(269.2) million in 2023[64] Cost Management - Operating expenses decreased to $47.8 million in Q4 2024 from $76.9 million in the year-ago period, primarily due to reduced marketing expenses and consulting fees[23] - The company plans to reduce operating expenses to between $160 million and $180 million in 2025[15] - The company reported a significant reduction in selling, general and administrative expenses, down to $41.145 million in Q4 2024 from $67.737 million in Q4 2023[46] - The company incurred $23.923 million in share-based compensation expense in 2024, down from $29.098 million in 2023, indicating a 17.5% reduction[50] - Share-based compensation expense for the year ended December 31, 2024, was $23.9 million, down from $29.1 million in 2023[64] Future Outlook - The company aims to achieve a gross margin of approximately 20% in 2025, with a long-term goal of exceeding 30%[5] - The company expects 2025 net revenues to be in the range of $320 million to $335 million, with first quarter revenues expected to be comparable to Q1 2024[15] - The company aims to achieve an EBITDA-positive run-rate by the end of 2026, while continuing to reduce operating expenses[34] - Future product innovations include the Beyond Sun Sausage and Beyond Steak lines, with a focus on improving existing products and expanding into new geographic markets[36] - Future outlook includes strategic initiatives to diversify protein sources and improve operational effectiveness to meet demand fluctuations[39] Workforce and Operational Changes - The company is implementing a reduction-in-force affecting approximately 44 employees, representing about 17% of its global non-production workforce[8] - The company will suspend operational activities in China, reducing its workforce there by approximately 20 employees, or 95% of its China workforce[11] Cash and Debt Management - As of December 31, 2024, the company had cash and cash equivalents of $145.6 million and total outstanding debt of $1.1 billion[28] - Cash flows from operating activities showed a net cash used of $98.813 million in 2024, compared to $107.825 million in 2023, reflecting a 6.9% reduction in cash outflow[50] - The cash, cash equivalents, and restricted cash at the end of 2024 were $145.554 million, down from $205.935 million at the end of 2023, marking a 29.2% decrease[52] - The company reported a net decrease in cash of $59.268 million for the year ended December 31, 2024, compared to a decrease of $117.866 million in 2023, indicating a 49.7% improvement[52] Distribution and Market Presence - Total distribution outlets decreased to 129,000 in Q4 2024 from 137,000 in Q3 2023, with a decline in U.S. retail and foodservice outlets[29] - The company plans to discontinue the presentation of distribution outlets by channel starting in 2025, as it is no longer deemed a meaningful indicator of near-term revenue outlook[30] - The company has been focusing on expanding its market presence and enhancing brand awareness amid increased competition in the plant-based meat category[39]

Financial Data and Key Metrics Changes - Net revenues for Q3 2024 were $81 million, a 7.6% increase year-over-year from $75.3 million in Q3 2023, marking the first quarter of year-over-year growth since Q1 2022 [26][7] - Gross margin improved to 17.7% compared to a negative gross margin of 9.6% in the same period last year, representing the highest quarterly gross margin since Q3 2021 [31][9] - Operating expenses decreased to $45.2 million, down $17.2 million year-over-year, marking the lowest operating expenses in four years [32][10] - Net loss for Q3 2024 was $26.6 million, significantly reduced from $70.5 million in the year-ago period, with adjusted EBITDA loss narrowing to $19.8 million from $57.5 million [33][32] Business Line Data and Key Metrics Changes - U.S. retail channel net revenues increased 14.6% to $35 million, driven by a 22.6% increase in net revenue per pound, despite a 6.6% decrease in volume sold [27] - U.S. food service channel net revenues rose 15.5% year-over-year to $14.5 million, primarily due to a 7.9% increase in volume sold [28] - National retail channel net revenue increased 17% to $16.6 million, supported by a 10.5% increase in net revenue per pound and a 6% increase in volume sold [29] - International food service channel net revenue decreased 17.2% to $15 million, primarily due to a 22.1% decrease in volume sold [30] Market Data and Key Metrics Changes - The company is seeing encouraging initial sell-through in the German market after meeting shelf life requirements, which had previously limited access to this key market [19] - In France, McDonald's launched a new menu option featuring Beyond Meat products, expanding the company's presence in one of its top European markets [20] Company Strategy and Development Direction - The company aims to enhance efficiency and reduce costs through lean management practices, focusing on product quality and health benefits [11][12] - The launch of the Beyond 4 product line emphasizes health and nutrition, with endorsements from health organizations, contributing to the company's return to growth [12][13] - The company is consolidating its production network to improve logistics and reduce costs, which has already shown benefits in gross margin and cost of goods sold [18] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in maintaining and improving gross margins due to ongoing cost reduction efforts and pricing strategies [40][41] - The company anticipates that consumption numbers will catch up with shipment numbers, indicating a positive outlook for the fourth quarter [66][67] - Management acknowledged the challenges posed by market competition and consumer perceptions but remains optimistic about the brand's growth trajectory [74][75] Other Important Information - The company plans to bolster its balance sheet through an ATM program and is exploring other options for liquidity enhancement [38] - The full-year revenue outlook for 2024 is projected to be between $320 million and $330 million, with gross margins expected in the mid-teens range [37] Q&A Session Summary Question: Can you provide insights on the gross margin and its sustainability into 2025? - Management expects to maintain and potentially improve gross margins due to ongoing cost reduction initiatives and pricing strategies [40][41] Question: What are the plans for capital raising and balance sheet restructuring? - The company intends to add liquidity to the balance sheet before year-end and is working on a holistic restructuring of the balance sheet [42][44] Question: How do you reconcile the differences between retail shipment and consumption data? - Management noted a mismatch between sell-in and consumption data, expecting consumption numbers to improve in the fourth quarter [49][66] Question: What are the pricing dynamics and their impact on consumer behavior? - Management indicated that higher prices have not dissuaded consumers significantly, with a focus on premium ingredients driving positive elasticity [58][75] Question: What is the outlook for operating expenses and potential increases in 2025? - Management is focused on maintaining low operating expenses while exploring efficiencies, with no immediate plans for significant increases [77] Question: How has the new product innovation impacted sales? - The Beyond 4 platform has positively influenced sales velocity, contributing to overall growth [80]

Exhibit 99.1 For immediate release ® Beyond Meat Reports Third Quarter 2024 Financial Results EL SEGUNDO, Calif. — November 6, 2024 (GLOBE NEWSWIRE)—Beyond Meat, Inc. (NASDAQ: BYND) ("Beyond Meat" or "the Company"), a leader in plant-based meat, today reported financial results for its third quarter ended September 28, 2024. Third Quarter 2024 Financial Highlights 1 • Net revenues were $81.0 million, an increase of 7.6% year-over-year. • Gross profit was $14.3 million, or gross margin of 17.7%, compared to ...

Financial Performance - Net revenues for Q2 2024 were $93.2 million, a decrease of 8.8% year-over-year from $102.1 million[1][4] - Gross profit increased to $13.7 million with a gross margin of 14.7%, compared to a gross profit of $2.3 million and a margin of 2.2% in the prior year[1][13] - Loss from operations improved to $33.9 million, or -36.4% operating margin, compared to a loss of $53.8 million and -52.7% margin in the year-ago period[1][14] - Adjusted EBITDA loss was $23.0 million, or -24.7% of net revenues, an improvement from a loss of $40.8 million, or -40.0% of net revenues, in the prior year[2][15] - Net revenues for the three months ended June 29, 2024, were $93.185 million, a decrease of 8.8% compared to $102.149 million for the same period in 2023[33] - Gross profit for the six months ended June 29, 2024, was $17.385 million, up from $8.458 million in the same period of 2023, representing a significant improvement[33] - The net loss for the six months ended June 29, 2024, was $88.840 million, compared to a net loss of $112.542 million for the same period in 2023, showing a narrowing of losses[33] - Adjusted loss from operations for the three months ended June 29, 2024, was $(33,931) thousand, compared to $(53,754) thousand for the same period in 2023, reflecting a significant improvement[43] - Adjusted net loss for the three months ended June 29, 2024, was $(34,479) thousand, down from $(53,505) thousand in the prior year, indicating a reduction in losses[44] - Total net loss for the six months ended June 29, 2024, was $(88,840) thousand, compared to $(112,542) thousand for the same period in 2023, reflecting a reduction in overall losses[44] Revenue Channels - U.S. retail channel net revenues decreased by 7.5% to $44.9 million, driven by a 23.2% decrease in volume sold[5][9] - International retail channel net revenues decreased by 12.1% to $17.6 million, primarily due to a 6.9% decrease in net revenue per pound[7][9] Future Projections - The company expects full-year 2024 net revenues to be in the range of $320 million to $340 million[17] - Capital expenditures for 2024 are projected to be between $15 million and $20 million[17] Cash and Debt Management - The company's cash and cash equivalents were $158.0 million, with total outstanding debt of $1.1 billion as of June 29, 2024[16] - Total current assets decreased to $317.265 million as of June 29, 2024, down from $372.844 million at the end of 2023[34] - Cash and cash equivalents at the end of the period were $158.009 million, a decrease from $225.933 million at the end of the same period in 2023[35] - Total liabilities and stockholders' deficit as of June 29, 2024, were $711.234 million, down from $774.450 million at the end of 2023[34] - The company reported a net cash used in operating activities of $47.814 million for the six months ended June 29, 2024, compared to $88.336 million for the same period in 2023, indicating improved cash flow management[35] Operational Strategy - Beyond Meat is focusing on cost-reduction initiatives and narrowing its commercial focus to certain growth opportunities as part of its Global Operations Review initiated in November 2023[24] - The company has recently increased prices for certain products in its U.S. retail and foodservice channels to improve gross margins[24] - New product launches include the Beyond IV platform and the Beyond Sun Sausage line, aimed at expanding market share and revenues[24] - Beyond Meat is reviewing its operations in China and optimizing its manufacturing capacity and real estate footprint[24] - The company continues to focus on expanding its product offerings and market presence, leveraging social media for investor relations and product announcements[32] Market Challenges - The company is facing ongoing uncertainty related to macroeconomic issues, including high inflation and interest rates, which may impact demand in the plant-based meat category[23] - The company is experiencing challenges related to consumer confidence and spending patterns, which could affect sales velocity and market share[25] - Risks include potential impairment charges and the impact of economic conditions on the company's financial performance[25] - Beyond Meat's ability to attract and retain key strategic foodservice partners is crucial for maintaining market share and expanding distribution[26] - The company is committed to protecting its brand against misinformation and maintaining its reputation in the plant-based meat category[26] Research and Development - Research and development expenses decreased to $5.485 million for the three months ended June 29, 2024, from $8.773 million in the same period of 2023, indicating a reduction in R&D spending[33] Non-GAAP Financial Measures - The company emphasizes that non-GAAP financial measures, such as adjusted loss from operations and adjusted EBITDA, are useful for assessing ongoing operational performance and should not be viewed in isolation from GAAP measures[39]