Item 2.02 Results of Operations and Financial Condition.
On October 24, 2025, Beyond Meat, Inc. ("Beyond Meat" or the "Company") disclosed the following unaudited preliminary financial results as of and for the three months ended September 27, 2025.
•Net revenue is expected to be approximately $70 million for the three months ended September 27, 2025, which is in line with the Company's previous guidance range of $68 million to $73 million.
•Gross margin is expected to be in the range of approximately 10% to 11% for the three months ended September 27, 2025, inclusive of approximately $1.7 million of expenses related to the suspension and substantial cessation of operational activities in China. Excluding these charges, gross margin is expected to be in the range of approximately 12% to 13%.
•Operating expenses are expected to be in the range of approximately $41 million to $43 million for the three months ended September 27, 2025, inclusive of approximately $2 million of charges related to certain non-routine items, including incremental legal expenses associated with a contractual dispute with a former co-manufacturer, amortization of certain retention program expenses and costs related to a partial lease termination of a portion of the Company's campus headquarters building. Excluding these charges, operating expenses are expected to be in the range of approximately $39 million to $41 million.
•In addition to and not included in the preliminary estimates above, the Company expects to record a non-cash impairment charge for the three months ended September 27, 2025, related to certain of its long-lived assets. The Company's recoverability test, conducted in accordance with ASC 360, preliminarily indicated that the carrying amount of certain of its long-lived assets was not recoverable from the projected undiscounted future cash flows of the relevant asset group. Although the impairment charge is expected to be material, the Company is not yet able to reasonably quantify the amount at this time.
The Company's condensed consolidated financial statements for the three and nine months ended September 27, 2025, are not yet available. Accordingly, the financial and operational results presented above are preliminary estimates and subject to the completion of the Company's financial closing procedures and any adjustments that may result from the completion of the quarterly review and finalization of the condensed consolidated financial statements. As a result, these preliminary estimated results may differ from actual results that will be reflected in the condensed consolidated financial statements for the fiscal quarter when it is completed and publicly disclosed. These preliminary estimated results may change and those changes may be material.
The Company's expectations with respect to the unaudited preliminary estimated results for the period discussed above are based upon management estimates and are the responsibility of management. The Company's independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to these preliminary estimated results (including any financial data) and, accordingly, does not express an opinion or any other form of assurance with respect to these preliminary estimated results.
The information contained in this Item 2.02 is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.
Item 8.01 Other Events.
The information reported under Item 2.02 is hereby incorporated by reference herein.
Arbitration with Former Co-Manufacturer.
As previously disclosed, in March 2024, a former co-manufacturer brought an action against the Company in a confidential arbitration proceeding claiming that the Company inappropriately terminated its agreement with the co-manufacturer and claimed damages of at least $73.0 million. On September 15, 2025, the arbitrator issued an interim award (the "Interim Award") and found that the Company had a valid basis to terminate the agreement with the Manufacturer. The details of the Interim Award are confidential, and a final arbitration award has not been issued. Additional proceedings will be held to determine the award of attorneys' fees, prejudgment interest and costs, if any, before a final arbitration award will be issued. On September 25, 2025, the Manufacturer filed a request with the arbitrator to re-open the arbitration hearing. On September 29, 2025, the Company opposed this request. On October 20, 2025, the arbitrator denied the Manufacturer's request.