Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 27, 2020 | Aug. 10, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 27, 2020 | |
Entity File Number | 001-38879 | |
Entity Registrant Name | BEYOND MEAT, INC. | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001655210 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-4087597 | |
Entity Address, Address Line One | 119 Standard Street | |
Entity Address, City or Town | El Segundo | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90245 | |
City Area Code | 866 | |
Local Phone Number | 756-4112 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BYND | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 62,444,717 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 222,334 | $ 275,988 |
Accounts receivable | 45,986 | 40,080 |
Inventory | 143,033 | 81,596 |
Prepaid expenses and other current assets | 17,990 | 5,930 |
Total current assets | 429,343 | 403,594 |
Property, plant, and equipment, net | 70,286 | |
Property, plant, and equipment, net | 47,474 | |
Operating lease right-of-use assets | 13,793 | |
Other non-current assets, net | 4,552 | 855 |
Total assets | 517,974 | 451,923 |
Current liabilities: | ||
Accounts payable | 51,567 | 26,923 |
Wages payable | 2,024 | 1,768 |
Accrued bonus | 1,416 | 4,129 |
Current portion of operating lease liabilities | 2,367 | |
Accrued expenses and other current liabilities | 8,829 | 3,805 |
Short-term borrowings under revolving credit facility and bank term loan | 0 | 11,000 |
Current portion of finance lease liabilities | 72 | |
Current portion of finance lease liabilities | 72 | |
Total current liabilities | 66,275 | 47,697 |
Long-term liabilities: | ||
Revolving credit facility | 50,000 | 0 |
Operating lease liabilities, net of current portion | 11,604 | |
Long-term portion of bank term loan, net | 0 | 14,637 |
Equipment loan, net | 0 | 4,932 |
Finance lease obligations and other long-term liabilities | 185 | 567 |
Total long-term liabilities | 61,789 | 20,136 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.0001 per share—500,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, par value $0.0001 per share—500,000,000 shares authorized; 62,425,640 and 61,576,494 shares issued and outstanding at June 27, 2020 and December 31, 2019, respectively | 6 | 6 |
Additional paid-in capital | 540,576 | 526,199 |
Accumulated deficit | (150,505) | (142,115) |
Accumulated other comprehensive loss | (167) | 0 |
Total stockholders’ equity | 389,910 | 384,090 |
Total liabilities and stockholders’ equity | $ 517,974 | $ 451,923 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 27, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 500,000 | 500,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 62,425,640 | 61,576,494 |
Common stock, outstanding (in shares) | 62,425,640 | 61,576,494 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Income Statement [Abstract] | ||||
Net revenues | $ 113,338 | $ 67,251 | $ 210,412 | $ 107,457 |
Cost of goods sold | 79,687 | 44,510 | 139,070 | 73,945 |
Gross profit | 33,651 | 22,741 | 71,342 | 33,512 |
Research and development expenses | 6,016 | 4,212 | 12,210 | 8,710 |
Selling, general and administrative expenses | 34,292 | 15,515 | 61,607 | 26,692 |
Restructuring expenses | 1,509 | 847 | 3,882 | 1,241 |
Total operating expenses | 41,817 | 20,574 | 77,699 | 36,643 |
(Loss) income from operations | (8,166) | 2,167 | (6,357) | (3,131) |
Other expense, net: | ||||
Interest expense | (569) | (741) | (1,274) | (1,474) |
Remeasurement of warrant liability | 0 | (11,744) | 0 | (12,503) |
Other, net | (1,454) | 898 | (744) | 1,039 |
Total other expense, net | (2,023) | (11,587) | (2,018) | (12,938) |
Loss before taxes | (10,189) | (9,420) | (8,375) | (16,069) |
Income tax expense | 16 | 21 | 15 | 21 |
Net loss | $ (10,205) | $ (9,441) | $ (8,390) | $ (16,090) |
Net loss per share available to common stockholders—basic and diluted (in dollars per share) | $ (0.16) | $ (0.24) | $ (0.14) | $ (0.69) |
Weighted average common shares outstanding—basic and diluted | 62,098,861 | 39,081,359 | 61,904,360 | 23,206,203 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (10,205) | $ (9,441) | $ (8,390) | $ (16,090) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation loss, net of tax | (167) | 0 | (167) | 0 |
Comprehensive loss, net of tax | $ (10,372) | $ (9,441) | $ (8,557) | $ (16,090) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | IPO | Common Stock | Common StockIPO | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2018 | 41,562,111 | |||||||
Beginning balance at Dec. 31, 2018 | $ 199,540 | |||||||
Ending balance (in shares) at Mar. 30, 2019 | 41,562,111 | |||||||
Ending balance at Mar. 30, 2019 | $ 199,540 | |||||||
Beginning balance (in shares) at Dec. 31, 2018 | 6,951,350 | |||||||
Beginning balance at Dec. 31, 2018 | (121,750) | $ 1 | $ 7,921 | $ (129,672) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (6,649) | (6,649) | ||||||
Issuance of common stock through equity incentive plans, net (in shares) | 169,583 | |||||||
Issuance of common stock under equity incentive plans, net | 366 | 366 | ||||||
Share-based compensation for equity classified awards | 855 | 855 | ||||||
Ending balance (in shares) at Mar. 30, 2019 | 7,120,933 | |||||||
Ending balance at Mar. 30, 2019 | $ (127,178) | $ 1 | 9,142 | (136,321) | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 41,562,111 | |||||||
Beginning balance at Dec. 31, 2018 | $ 199,540 | |||||||
Ending balance (in shares) at Jun. 29, 2019 | 0 | |||||||
Ending balance at Jun. 29, 2019 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2018 | 6,951,350 | |||||||
Beginning balance at Dec. 31, 2018 | (121,750) | $ 1 | 7,921 | (129,672) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (16,090) | |||||||
Conversion of convertible preferred stock to common stock upon initial public offering | 199,540 | |||||||
Reclassification of warrant liability to additional paid-in capital in connection with the initial public offering | 14,421 | |||||||
Foreign currency translation loss, net of tax | 0 | |||||||
Ending balance (in shares) at Jun. 29, 2019 | 60,167,521 | |||||||
Ending balance at Jun. 29, 2019 | $ 331,785 | $ 6 | 477,541 | (145,762) | ||||
Beginning balance (in shares) at Mar. 30, 2019 | 41,562,111 | |||||||
Beginning balance at Mar. 30, 2019 | $ 199,540 | |||||||
Increase (Decrease) in Temporary Equity | ||||||||
Issuance of common stock upon conversion of convertible preferred stock (in shares) | (41,562,111) | |||||||
Issuance of common stock upon conversion of convertible preferred stock | $ (199,540) | |||||||
Ending balance (in shares) at Jun. 29, 2019 | 0 | |||||||
Ending balance at Jun. 29, 2019 | $ 0 | |||||||
Beginning balance (in shares) at Mar. 30, 2019 | 7,120,933 | |||||||
Beginning balance at Mar. 30, 2019 | (127,178) | $ 1 | 9,142 | (136,321) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (9,441) | (9,441) | ||||||
Issuance of common stock upon initial public offering net of offering costs of $4.9 million (in shares) | 11,068,750 | |||||||
Issuance of common stock pursuant to the IPO, net of issuance costs of $4.9 million | $ 252,453 | $ 1 | $ 252,452 | |||||
Issuance of common stock upon conversion of convertible preferred stock (in shares) | 41,562,111 | |||||||
Conversion of convertible preferred stock to common stock upon initial public offering | 199,540 | $ 4 | 199,536 | |||||
Issuance of common stock upon exercise of common stock warrants (in shares) | 214,875 | |||||||
Issuance of common stock upon exercise of common stock warrants | 0 | |||||||
Reclassification of warrant liability to additional paid-in capital in connection with the initial public offering | 14,421 | 14,421 | ||||||
Issuance of common stock through equity incentive plans, net (in shares) | 200,852 | |||||||
Issuance of common stock under equity incentive plans, net | 167 | 167 | ||||||
Share-based compensation for equity classified awards | 1,823 | 1,823 | ||||||
Foreign currency translation loss, net of tax | 0 | |||||||
Ending balance (in shares) at Jun. 29, 2019 | 60,167,521 | |||||||
Ending balance at Jun. 29, 2019 | $ 331,785 | $ 6 | 477,541 | (145,762) | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2019 | 61,576,494 | |||||||
Beginning balance at Dec. 31, 2019 | $ 384,090 | $ 6 | 526,199 | (142,115) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | 1,815 | 1,815 | ||||||
Issuance of common stock through equity incentive plans, net (in shares) | 280,883 | |||||||
Issuance of common stock under equity incentive plans, net | 1,002 | 1,002 | ||||||
Share-based compensation for equity classified awards | 5,074 | 5,074 | ||||||
Ending balance (in shares) at Mar. 28, 2020 | 61,857,377 | |||||||
Ending balance at Mar. 28, 2020 | $ 391,981 | $ 6 | 532,275 | (140,300) | 0 | |||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | |||||||
Ending balance (in shares) at Jun. 27, 2020 | 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2019 | 61,576,494 | |||||||
Beginning balance at Dec. 31, 2019 | $ 384,090 | $ 6 | 526,199 | (142,115) | 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (8,390) | |||||||
Conversion of convertible preferred stock to common stock upon initial public offering | 0 | |||||||
Reclassification of warrant liability to additional paid-in capital in connection with the initial public offering | 0 | |||||||
Foreign currency translation loss, net of tax | (167) | |||||||
Ending balance (in shares) at Jun. 27, 2020 | 62,425,640 | |||||||
Ending balance at Jun. 27, 2020 | $ 389,910 | $ 6 | 540,576 | (150,505) | (167) | |||
Ending balance (in shares) at Jun. 27, 2020 | 0 | |||||||
Beginning balance (in shares) at Mar. 28, 2020 | 61,857,377 | |||||||
Beginning balance at Mar. 28, 2020 | $ 391,981 | $ 6 | 532,275 | (140,300) | 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (10,205) | (10,205) | ||||||
Issuance of common stock through equity incentive plans, net (in shares) | 568,263 | |||||||
Issuance of common stock under equity incentive plans, net | 1,590 | 1,590 | ||||||
Share-based compensation for equity classified awards | 6,711 | 6,711 | ||||||
Foreign currency translation loss, net of tax | (167) | (167) | ||||||
Ending balance (in shares) at Jun. 27, 2020 | 62,425,640 | |||||||
Ending balance at Jun. 27, 2020 | $ 389,910 | $ 6 | $ 540,576 | $ (150,505) | $ (167) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) $ in Millions | Jun. 29, 2019USD ($) |
IPO | |
Deferred offering costs | $ 4.9 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 27, 2020 | Jun. 29, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (8,390) | $ (16,090) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,855 | 3,957 |
Non-cash lease expense | 1,193 | |
Share-based compensation expense | 13,535 | 2,678 |
Loss on sale of fixed assets | 183 | 0 |
Amortization of debt issuance costs | 93 | 78 |
Loss on extinguishment of debt | 1,538 | 0 |
Change in preferred and common stock warrant liabilities | 0 | 12,503 |
Net change in operating assets and liabilities: | ||
Accounts receivable | (5,907) | (21,762) |
Inventories | (61,437) | (12,438) |
Prepaid expenses and other assets | (12,192) | (2,131) |
Accounts payable | 21,564 | 9,799 |
Accrued expenses and other current liabilities | 818 | 1,028 |
Operating lease liabilities | (1,188) | |
Long-term liabilities | 0 | 12 |
Net cash used in operating activities | (44,335) | (22,366) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (26,031) | (7,502) |
Proceeds from sale of fixed assets | 0 | 232 |
Purchases of property, plant and equipment held for sale | (2,288) | (3,121) |
Payment of security deposits | (9) | (487) |
Net cash used in investing activities | (28,328) | (10,878) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock pursuant to the initial public offering, net of issuance costs | 0 | 255,448 |
Proceeds from revolving credit facility | 50,000 | 0 |
Debt issuance costs | (1,183) | 0 |
Debt extinguishment costs | (1,200) | 0 |
Repayment of revolving credit line | (6,000) | 0 |
Repayment of term loan | (20,000) | 0 |
Repayment of equipment loan | (5,000) | 0 |
Principal payments under finance lease obligations | (34) | |
Principal payments under finance lease obligations | (21) | |
Proceeds from exercise of stock options | 3,824 | 533 |
Payments of minimum withholding taxes on net share settlement of equity awards | (1,231) | 0 |
Net cash provided by financing activities | 19,176 | 255,960 |
Net (decrease) increase in cash and cash equivalents | (53,487) | 222,716 |
Effect of exchange rate changes on cash | (167) | 0 |
Cash and cash equivalents at the beginning of the period | 275,988 | 54,271 |
Cash and cash equivalents at the end of the period | 222,334 | 276,987 |
Supplemental disclosures of cash flow information: | ||
Interest | 1,265 | 1,445 |
Taxes | 15 | 21 |
Non-cash investing and financing activities: | ||
Non-cash additions to property, plant and equipment | 4,499 | 1,003 |
Offering costs, accrued not yet paid | 0 | 578 |
Non-cash additions to property, plant and equipment held for sale | 0 | 646 |
Operating lease right-of-use assets obtained in exchange for lease liabilities | 2,632 | |
Reclassification of warrant liability to additional paid-in capital in connection with the initial public offering | 0 | 14,421 |
Conversion of convertible preferred stock to common stock upon initial public offering | 0 | 199,540 |
Note receivable from sale of assets held for sale | $ 5,158 | $ 0 |
Introduction
Introduction | 6 Months Ended |
Jun. 27, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Introduction | Introduction The Company Beyond Meat, Inc., a Delaware corporation (including its consolidated subsidiaries unless the context otherwise requires, the “Company”), is one of the fastest growing food companies in the United States, offering a portfolio of revolutionary plant-based meats. The Company builds meat directly from plants, an innovation that enables consumers to experience the taste, texture and other sensory attributes of popular animal-based meat products while enjoying the nutritional and environmental benefits of eating the Company’s plant-based meat products. The Company’s primary production facilities are located in Columbia, Missouri, and research and development and administrative offices are located in El Segundo, California. In addition to its own production facilities, the Company uses co-manufacturers in various locations in the United States, Canada and the Netherlands. On January 14, 2020, the Company registered its new subsidiary, Beyond Meat EU B.V., in the Netherlands. On April 28, 2020, the Company registered its new subsidiary, Beyond Meat (Jiaxing) Food Co., Ltd., in the Zhejiang Province in China. In the three months ended June 27, 2020, the Company acquired its first manufacturing facility in Europe located in Enschede, the Netherlands. This facility is expected to be operational by the end of 2020. In addition, in June 2020 the Company announced the official opening of a new co-manufacturing facility to be used for Beyond Meat production built by the Company’s distributor in the Netherlands. The Company sells to a variety of customers in the retail and foodservice channels throughout the United States and internationally primarily through distributors who purchase, store, sell, and deliver the Company’s products. In addition, the Company sells directly to customers in the retail and foodservice channels who handle their own distribution. As of June 27, 2020, approximately 96% of the Company’s long-lived assets were located in the United States. COVID-19 Pandemic On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The global spread and unprecedented impact of COVID-19 continues to create significant volatility, uncertainty and economic disruption. In the three months ended June 27, 2020, the Company’s operations in its facilities, and its financial results including net revenues, gross profit, gross margin and operating expenses were negatively impacted by COVID-19. The extent of COVID-19’s effect on the Company’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. As a result, it is not currently possible to ascertain the overall impact of COVID-19 on the Company’s business. While the ultimate health and economic impact of the COVID-19 pandemic is highly uncertain, the Company expects that its business operations and results of operations, including its net revenues, gross profit, gross margin, earnings and cash flows, will be adversely impacted for at least the balance of 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 27, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2020 or for any other interim period or for any other future fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 19, 2020 (the “2019 10-K”). The condensed balance sheet as of December 31, 2019 has been derived from the audited financial statements at that date. There have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2019 10-K, except as noted below. Principles of Consolidation The condensed consolidated financial statements for the periods ended June 27, 2020 include the accounts of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated. Management’s Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates made by the Company include trade promotion accruals; useful lives of property, plant and equipment; valuation of deferred tax assets; valuation of inventory; incremental borrowing rate used to determine operating lease right-of-use assets and operating lease liabilities; assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting right-of-use assets and lease liabilities; and the valuation of the fair value of stock options used to determine share-based compensation expense. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements. Property, Plant and Equipment Property, plant and equipment are carried at cost less accumulated depreciation and are depreciated using the straight-line method over the following estimated useful lives: Land Not amortized Buildings 30 years Leasehold improvements Shorter of lease term or estimated useful life Furniture and fixtures 3 years Manufacturing equipment 5 to 10 years Research and development equipment 5 to 10 years Software and computer equipment 3 years Vehicles 5 years Leasehold improvements are depreciated on a straight-line basis over the lesser of the estimated useful life of the asset or the remaining lease term. When assets are sold or retired, the asset and related accumulated depreciation are removed from the respective account balances and any gain or loss on disposal is included in loss from operations. Expenditures for repairs and maintenance are charged directly to expense when incurred. See Note 6. Foreign Currency The Company’s foreign entities use their local currency as the functional currency. For these entities, the Company translates net assets into U.S. dollars at period end exchange rates, while revenue and expense accounts are translated at average exchange rates prevailing during the periods being reported. Resulting currency translation adjustments are included in accumulated other comprehensive loss and foreign currency transaction gains and losses are included in other, net. Transaction gains and losses on long-term intra-entity transactions are recorded as a component of other comprehensive loss. Transactions denominated in a currency other than the reporting entity’s functional currency may give rise to transaction gains and losses that impact the Company’s results of operations. Unrealized translation losses, net of tax, reported as cumulative translation adjustments through other comprehensive loss were $0.2 million as of June 27, 2020. Foreign currency transaction gains included in other, net were $0.1 million during the three and six months ended June 27, 2020. Fair Value of Financial Instruments The fair value measurement accounting guidance creates a fair value hierarchy to prioritize the inputs used to measure fair value into three categories. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement, where Level 1 is the highest and Level 3 is the lowest. The three levels are defined as follows: • Level 1—Unadjusted quoted prices in active markets accessible by the reporting entity for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant value drivers are observable. • Level 3—Valuations derived from valuation techniques in which significant value drivers are unobservable. The Company’s financial instruments include cash equivalents, accounts receivable, accounts payable, and accrued expenses, for which the carrying amounts approximate fair value due to the short-term maturity of these financial instruments. Based on the borrowing rates currently available to the Company for debt with similar terms, the carrying value of the Company’s revolving credit facility approximates fair value as well. The Company had no financial instruments measured at fair value on a recurring basis as of June 27, 2020 and December 31, 2019, other than the liability classified share-settled obligation to one of the Company’s executive officers as discussed in Note 9 which represents a Level 1 financial instrument. There was no change in the fair value of the liability-classified share-settled obligation in the three and six months ended June 27, 2020. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 for the three and six months ended June 27, 2020. Prior to the IPO, the stock warrant liability was measured at fair value using Level 3 inputs upon issuance and at each reporting date. Inputs used to determine the estimated fair value of the warrant liability as of the valuation date included expected term of the warrants, the risk-free interest rate, volatility, and the fair value of underlying shares. The following table sets forth a summary of the changes in the fair value of the preferred and common stock warrant liabilities: Three Months Ended Six Months Ended (in thousands) June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019 Beginning balance $ — $ 2,677 $ — $ 1,918 Fair value of warrants issued during the period — — — — Change in fair value of warrant liability — 11,744 — 12,503 Reclassification of warrant liability to additional paid-in capital in connection with the IPO — (14,421) — (14,421) Ending balance $ — $ — $ — $ — The Company remeasured and reclassified the common stock warrant liability to additional paid-in-capital in connection with the IPO. The final re-measurement of the preferred stock warrant was based upon the publicly available stock price on the conversion date. Subsequent to the closing of the IPO, all outstanding warrants to purchase shares of common stock were cashless exercised and no warrants were outstanding as of June 29, 2019. Revenue Recognition Revenue is recognized at the point in which the performance obligation under the terms of a contract with the customer have been satisfied and control has transferred. The Company’s performance obligation is typically defined as the accepted purchase order, or the contract, with the customer which requires the Company to deliver the requested products at agreed upon prices at the time and location of the customer’s choice. The Company does not offer warranties or a right to return on the products it sells except in the instance of a product recall. Revenue is measured as the amount of consideration the Company expects to receive in exchange for fulfilling the performance obligation. Sales and other taxes the Company collects concurrent with the sale of products are excluded from revenue. The Company's normal payment terms vary by the type and location of its customers and the products offered. The time between invoicing and when payment is due is not significant. None of the Company's customer contracts as of June 27, 2020 contains a significant financing component. The Company routinely offers sales discounts and promotions through various programs to its customers and consumers. These programs include rebates, temporary on shelf price reductions, buy-one-get-one-free programs, off invoice discounts, retailer advertisements, product coupons and other trade activities. Provision for discounts and incentives are recorded in the same period in which the related revenues are recognized. At the end of each accounting period, the Company recognizes a liability for estimated sales discounts that have been incurred but not paid which totaled $4.7 million and $1.6 million as of June 27, 2020 and December 31, 2019, respectively. The offsetting charge is recorded as a reduction of revenues in the same period when the expense is incurred. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. The incremental cost to obtain contracts was not material. Presentation of Net Revenues by Channel Effective January 1, 2020, the Company began presenting net revenues by geography and distribution channel as follows: Distribution Channel Description U.S. Retail Net revenues from retail sales to the U.S. market U.S. Foodservice Net revenues from restaurant and foodservice sales to the U.S. market International Retail Net revenues from retail sales to international markets, including Canada International Foodservice Net revenues from restaurant and foodservice sales to international markets, including Canada Net revenues from sales to the Canadian market, previously included with net revenues from sales to the U.S. market, have been reclassified to International net revenues. Prior period amounts have been recast to conform to the current period presentation. The foregoing change in presentation had no impact on the Company’s net revenues, results of operations or cash flows. Effective January 1, 2020, the Company also eliminated the presentation of net revenues by platform as it is no longer material to an understanding of the Company's financial results. Previously, the Company presented net revenues by platform for its “ready-to-cook” or fresh platform, and “ready-to-heat” or frozen platform. Gross revenues from sales of products in the Company's frozen platform were 5.5% of gross revenues in the year ended December 31, 2019, as compared to 16.3% of gross revenues in the year ended December 31, 2018. The following table presents the Company’s net revenues by channel: Three Months Ended Six Months Ended (in thousands) June 27, June 29, June 27, June 29, Net revenues: U.S.: Retail $ 90,040 $ 30,531 $ 139,963 $ 49,992 Foodservice 6,486 16,504 29,117 25,338 U.S. net revenues 96,526 47,035 169,080 75,330 International: Retail 9,572 3,589 15,524 3,707 Foodservice 7,240 16,627 25,808 28,420 International net revenues 16,812 20,216 41,332 32,127 Net revenues $ 113,338 $ 67,251 $ 210,412 $ 107,457 One distributor accounted for approximately 16% of the Company’s gross revenues in the three months ended June 27, 2020; and two distributors accounted for approximately 22% and 20%, respectively, of the Company’s gross revenues in the three months ended June 29, 2019. One distributor accounted for approximately 14% of the Company’s gross revenues in the six months ended June 27, 2020; and two distributors accounted for approximately 22% and 21%, respectively, of the Company’s gross revenues in the six months ended June 29, 2019. No other distributor or customer accounted for more than 10% of the Company’s gross revenues in the three and six months ended June 27, 2020 and June 29, 2019. Shipping and Handling Costs Outbound shipping and handling costs included in selling, general and administrative (“SG&A”) expenses in the three months ended June 27, 2020 and June 29, 2019 were $3.2 million and $2.6 million, respectively. Outbound shipping and handling costs included in SG&A expenses in the six months ended June 27, 2020 and June 29, 2019 were $4.8 million and $3.9 million, respectively. Recently Adopted Accounting Pronouncements As an “emerging growth company” (“EGC”), the Jumpstart Our Business Startups Act (the “JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company will no longer qualify as an EGC as of the end of the fiscal year ending December 31, 2020, when it becomes a Large Accelerated Filer under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Therefore, the Company has elected to use the adoption dates applicable to public companies beginning in the first quarter of 2020 and the adoption dates for the new accounting pronouncements disclosed below have been evaluated under such premise. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”), which requires lessees to record most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to Accounting Standards Codification (“ASC”) 840, “Leases” (“ASC 840”). ASU 2016-02 requires that a lessee recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. On January 1, 2020, the Company adopted ASU 2016-02 using the modified retrospective approach, which permits application of this new guidance at the beginning of the period of adoption, with comparative periods continuing to be reported under ASC 840. The Company also elected the package of practical expedients permitted under the transition guidance within ASU 2016-02, which among other things, permits the Company to not reassess under the new standard the Company’s prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight practical expedient or the practical expedient pertaining to land easements, the latter not being applicable to the Company. As part of this adoption, the Company elected not to record operating right-of-use assets or operating lease liabilities for leases with an initial term of 12 months or less. Payments on those leases will be recognized on a straight-line basis through the Company’s condensed consolidated statements of operations over the lease term. The Company also elected to combine lease and non-lease components on all new or modified operating leases into a single lease component for all classes of assets. See Note 4 . On March 12, 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The amendments in ASU 2020-04 provide temporary optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions to ease the potential accounting and financial reporting burden associated with transitioning away from reference rates that are expected to be discontinued, including the London Interbank Offered Rate (LIBOR). ASU 2020-04 is effective for the Company as of March 12, 2020 through December 31, 2022. The adoption of ASU 2020-04 has not had and is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows. New Accounting Pronouncements On December 18, 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)” (“ASU 2019-12”). ASU 2019-12 eliminates the need for an organization to analyze whether the following apply in a given period (1) exceptions to the incremental approach for intra-period tax allocation, (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments, and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in |
Restructuring
Restructuring | 6 Months Ended |
Jun. 27, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In May 2017, management approved a plan to terminate the Company’s exclusive supply agreement (the “Agreement”) with one of its co-manufacturers, due to non-performance under the Agreement and on May 23, 2017, the Company notified the co-manufacturer of its decision to terminate the Agreement. In the three months ended June 27, 2020 and June 29, 2019, the Company recorded $1.5 million and $0.8 million, respectively, in restructuring expenses related to this dispute, which consisted primarily of legal and other expenses. In the six months ended June 27, 2020 and June 29, 2019, the Company recorded $3.9 million and $1.2 million, respectively, in restructuring expenses related to this dispute, which consisted primarily of legal and other expenses. See Note 10 |
Leases
Leases | 6 Months Ended |
Jun. 27, 2020 | |
Leases [Abstract] | |
Leases | Leases Leases are classified as either finance leases or operating leases based on criteria in ASC 842. The Company has operating leases for its corporate offices including its Manhattan Beach Innovation Center where the Company’s research and development facility is located, its manufacturing facilities, warehouses and vehicles, and finance leases for certain of the Company’s equipment. Such leases generally have original lease terms between two On January 1, 2020, the Company adopted ASU 2016-02 using the modified retrospective approach, which permits application of this new guidance at the beginning of the period of adoption, with comparative periods continuing to be reported under ASC 840. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments at lease commencement. The Company calculates the present value of its operating leases using an estimated incremental borrowing rate, which requires judgment. The Company estimates the incremental borrowing rate for each operating lease based on prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and maturity dates commensurate with the terms of the lease. Certain leases contain variable payments, which are expensed as incurred and not included in the Company’s operating lease right-of-use assets and operating lease liabilities. These amounts primarily include payments for maintenance, utilities, taxes, and insurance on the Company’s corporate, research and development, and manufacturing facilities and warehouse leases and are excluded from the present value of the Company’s lease obligations. Previously designated capital leases under ASC 840 are now considered finance leases under ASC 842. The Company calculates the present value of its finance leases using the interest rate implicit in the lease agreement. Upon adoption of ASU 2016-02 As part of this adoption, the Company elected to not record operating lease right-of-use assets or operating lease liabilities for leases with an initial term of 12 months or less. The Company also elected to combine lease and non-lease components on all new or modified operating leases into a single lease component for all classes of assets. The components of lease expense were as follows: (in thousands) Statement of Operations Location Three Months Ended June 27, 2020 Six Months Ended June 27, 2020 Operating lease cost: Lease cost Cost of goods sold $ 468 $ 652 Lease cost Research and development expenses 158 283 Lease cost Selling, general and administrative expenses 161 273 Variable lease cost (1) Cost of goods sold 1 7 Operating lease cost $ 788 $ 1,215 Short-term lease cost Selling, general and administrative expenses $ 111 $ 175 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 20 $ 38 Interest on lease liabilities Interest expense 3 7 Finance lease cost $ 23 $ 45 Total lease cost $ 922 $ 1,435 ____________ (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. Supplemental balance sheet information as of June 27, 2020 related to leases are as follows: (in thousands) Balance Sheet Location June 27, 2020 Assets Operating leases Operating lease right-of-use assets $ 13,793 Finance leases, net Property, plant and equipment, net 249 Total lease assets $ 14,042 Liabilities Current: Operating lease liabilities Current portion of operating lease liabilities $ 2,367 Finance lease liabilities Current portion of finance lease liabilities 72 Long-term: Operating lease liabilities Operating lease liabilities, net of current portion 11,604 Finance lease liabilities Finance lease obligations and other long-term liabilities 185 Total lease liabilities $ 14,228 The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of June 27, 2020: June 27, 2020 (in thousands) Operating Leases Finance Leases Remainder of 2020 $ 1,335 $ 43 2021 2,737 80 2022 2,664 71 2023 2,181 58 2024 1,395 30 2025 1,281 — Thereafter 3,914 — Total undiscounted future minimum lease payments 15,507 282 Less imputed interest (1,536) (25) Total discounted future minimum lease payments $ 13,971 $ 257 Weighted average remaining lease terms and weighted average discount rates were: June 27, 2020 Operating Leases Finance Leases Weighted average remaining lease term (years) 7.4 3.7 Weighted average discount rate 2.9 % 5.4 % A schedule of the future minimum rental commitments under the Company’s capital lease agreements and non-cancelable operating lease agreements with an initial or remaining term in excess of one year as of December 31, 2019, in accordance with ASC 840 were as follows: (in thousands) Capital Lease Obligations Operating Lease 2020 $ 86 $ 1,878 2021 80 1,813 2022 71 1,817 2023 58 1,840 2024 30 1,353 Thereafter — 5,167 Total minimum lease payments $ 13,868 Total minimum lease payments $ 325 Less: imputed interest (4.1% to 15.9%) (34) Total capital lease obligations $ 291 Less: current portion of capital lease obligations (72) Long-term capital lease obligations $ 219 |
Leases | Leases Leases are classified as either finance leases or operating leases based on criteria in ASC 842. The Company has operating leases for its corporate offices including its Manhattan Beach Innovation Center where the Company’s research and development facility is located, its manufacturing facilities, warehouses and vehicles, and finance leases for certain of the Company’s equipment. Such leases generally have original lease terms between two On January 1, 2020, the Company adopted ASU 2016-02 using the modified retrospective approach, which permits application of this new guidance at the beginning of the period of adoption, with comparative periods continuing to be reported under ASC 840. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments at lease commencement. The Company calculates the present value of its operating leases using an estimated incremental borrowing rate, which requires judgment. The Company estimates the incremental borrowing rate for each operating lease based on prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and maturity dates commensurate with the terms of the lease. Certain leases contain variable payments, which are expensed as incurred and not included in the Company’s operating lease right-of-use assets and operating lease liabilities. These amounts primarily include payments for maintenance, utilities, taxes, and insurance on the Company’s corporate, research and development, and manufacturing facilities and warehouse leases and are excluded from the present value of the Company’s lease obligations. Previously designated capital leases under ASC 840 are now considered finance leases under ASC 842. The Company calculates the present value of its finance leases using the interest rate implicit in the lease agreement. Upon adoption of ASU 2016-02 As part of this adoption, the Company elected to not record operating lease right-of-use assets or operating lease liabilities for leases with an initial term of 12 months or less. The Company also elected to combine lease and non-lease components on all new or modified operating leases into a single lease component for all classes of assets. The components of lease expense were as follows: (in thousands) Statement of Operations Location Three Months Ended June 27, 2020 Six Months Ended June 27, 2020 Operating lease cost: Lease cost Cost of goods sold $ 468 $ 652 Lease cost Research and development expenses 158 283 Lease cost Selling, general and administrative expenses 161 273 Variable lease cost (1) Cost of goods sold 1 7 Operating lease cost $ 788 $ 1,215 Short-term lease cost Selling, general and administrative expenses $ 111 $ 175 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 20 $ 38 Interest on lease liabilities Interest expense 3 7 Finance lease cost $ 23 $ 45 Total lease cost $ 922 $ 1,435 ____________ (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. Supplemental balance sheet information as of June 27, 2020 related to leases are as follows: (in thousands) Balance Sheet Location June 27, 2020 Assets Operating leases Operating lease right-of-use assets $ 13,793 Finance leases, net Property, plant and equipment, net 249 Total lease assets $ 14,042 Liabilities Current: Operating lease liabilities Current portion of operating lease liabilities $ 2,367 Finance lease liabilities Current portion of finance lease liabilities 72 Long-term: Operating lease liabilities Operating lease liabilities, net of current portion 11,604 Finance lease liabilities Finance lease obligations and other long-term liabilities 185 Total lease liabilities $ 14,228 The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of June 27, 2020: June 27, 2020 (in thousands) Operating Leases Finance Leases Remainder of 2020 $ 1,335 $ 43 2021 2,737 80 2022 2,664 71 2023 2,181 58 2024 1,395 30 2025 1,281 — Thereafter 3,914 — Total undiscounted future minimum lease payments 15,507 282 Less imputed interest (1,536) (25) Total discounted future minimum lease payments $ 13,971 $ 257 Weighted average remaining lease terms and weighted average discount rates were: June 27, 2020 Operating Leases Finance Leases Weighted average remaining lease term (years) 7.4 3.7 Weighted average discount rate 2.9 % 5.4 % A schedule of the future minimum rental commitments under the Company’s capital lease agreements and non-cancelable operating lease agreements with an initial or remaining term in excess of one year as of December 31, 2019, in accordance with ASC 840 were as follows: (in thousands) Capital Lease Obligations Operating Lease 2020 $ 86 $ 1,878 2021 80 1,813 2022 71 1,817 2023 58 1,840 2024 30 1,353 Thereafter — 5,167 Total minimum lease payments $ 13,868 Total minimum lease payments $ 325 Less: imputed interest (4.1% to 15.9%) (34) Total capital lease obligations $ 291 Less: current portion of capital lease obligations (72) Long-term capital lease obligations $ 219 |
Inventories
Inventories | 6 Months Ended |
Jun. 27, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Major classes of inventory were as follows: (in thousands) June 27, December 31, Raw materials and packaging $ 80,848 $ 36,884 Work in process 13,326 17,958 Finished goods 48,859 26,754 Total $ 143,033 $ 81,596 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 27, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant, and equipment are stated at cost and finance lease assets are included. A summary of property, plant, and equipment as of June 27, 2020 and December 31, 2019, is as follows: (in thousands) June 27, December 31, Manufacturing equipment $ 51,559 $ 37,939 Research and development equipment 9,643 8,933 Leasehold improvements 8,000 7,620 Building 1,600 — Finance leases 287 1,108 Software 358 274 Furniture and fixtures 461 433 Vehicles 378 210 Land 1,120 — Assets not yet placed in service 23,149 11,666 Total property, plant and equipment $ 96,555 $ 68,183 Accumulated depreciation and amortization (26,269) (20,709) Property, plant and equipment, net $ 70,286 $ 47,474 Depreciation and amortization expense for the three months ended June 27, 2020 and June 29, 2019, was $3.3 million and $2.1 million, respectively. Of the total depreciation and amortization expense in the three months ended June 27, 2020 and June 29, 2019, $2.5 million and $1.4 million, respectively, were recorded in cost of goods sold, $0.7 million and $0.6 million, respectively, were recorded in research and development expenses, and $0.1 million and $12,000, respectively, were recorded in SG&A expenses in the Company’s condensed consolidated statements of operations. Depreciation and amortization expense for the six months ended June 27, 2020 and June 29, 2019, was $5.9 million and $4.0 million, respectively. Of the total depreciation and amortization expense in the six months ended June 27, 2020 and June 29, 2019, $4.4 million and $2.8 million, respectively, were recorded in cost of goods sold, $1.4 million and $1.1 million, respectively, were recorded in research and development expenses, and $0.1 million and $22,000, respectively, were recorded in SG&A expenses, in the Company’s condensed consolidated statements of operations. |
Debt
Debt | 6 Months Ended |
Jun. 27, 2020 | |
Debt Disclosure [Abstract] | |
Debt | DebtOn April 21, 2020, the Company entered into a $150 million five-year secured revolving credit agreement (“2020 Credit Agreement”) by and among the Company, the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as the administrative agent (the “Administrative Agent”). JPMorgan Chase Bank, N.A. and Silicon Valley Bank acted as joint bookrunners and joint lead arrangers under the 2020 Credit Agreement. The 2020 Credit Agreement includes an accordion feature for up to an additional $200 million. Capitalized terms used below but not defined have the meanings ascribed to such terms in the 2020 Credit Agreement. Concurrently with the effectiveness of the 2020 Credit Agreement, on April 21, 2020, the Company terminated the SVB Credit Facilities (a revolving credit facility and a term loan facility with Silicon Valley Bank) and the Equipment Loan Facility (an equipment loan from Structural Capital), and incurred an aggregate of $1.2 million of termination, prepayment, and related fees in connection with such terminations. Amounts available under the 2020 Credit Agreement are for working capital needs, for general corporate purposes and to refinance certain existing indebtedness, as the Company deems necessary. Borrowings under the 2020 Credit Agreement will bear interest, at the Company’s option, calculated according to an Alternate Base Rate or LIBO Rate, as the case may be, plus an applicable margin. Until the delivery to the Administrative Agent of the Company’s consolidated financial information for the fiscal quarter ending September 30, 2020, the applicable margin shall be 1.5% per annum for Alternate Base Rate loans and 2.5% per annum for LIBO Rate loans. Thereafter, the applicable margin for Alternate Base Rate loans will range from 1.25% to 1.75% per annum, and the applicable margin for LIBO Rate loans will range from 2.25% to 2.75% per annum, in each case, based on the Company’s total leverage ratio at the end of each quarter. The Company is required to pay an unused commitment fee of 0.375% per annum, which shall accrue at the applicable rate on the daily amount of the undrawn portion of the commitment of each Lender. Letters of credit issued under the 2020 Credit Agreement are subject to customary letter of credit fees. The Company’s obligations under the 2020 Credit Agreement are secured by substantially all of its assets, subject to customary exceptions set forth in the 2020 Credit Agreement. In addition, to the extent the Company forms or acquires any domestic subsidiaries, such domestic subsidiaries will be required to guarantee the Company’s obligations under the 2020 Credit Agreement and provide a security interest over substantially all of their assets. The 2020 Credit Agreement contains customary representations, warranties and covenants for a transaction of this type, including maintenance of (i) a maximum total leverage ratio of 3.00 to 1.00 and (ii) a minimum fixed charge coverage ratio of 1.25 to 1.00, in each case, tested on the last day of each fiscal quarter. The 2020 Credit Agreement also provides for customary events of default, including (among others) nonpayment, covenant defaults, breaches of representations or warranties, bankruptcy and insolvency events and a change of control. If an event of default occurs, the Administrative Agent shall, at the request of, or may, with the consent of, the required Lenders, declare the obligations under the 2020 Credit Agreement immediately due and payable and the commitments of the Lenders may be terminated. For certain events of default relating to insolvency, the commitments of the Lenders are automatically terminated and all outstanding obligations become due and payable. The Company’s debt balances are detailed below: (in thousands) June 27, December 31, Revolving credit facility $ 50,000 $ — Revolving credit line (SVB) — 6,000 Term loan facility — 20,000 Equipment financing loan — 5,000 Debt issuance costs — (431) Total debt outstanding $ 50,000 $ 30,569 Less: current portion of long-term debt — 11,000 Long-term debt $ 50,000 $ 19,569 The Company records debt issuance costs on the revolving credit facility in other non-current assets, net in the accompanying condensed consolidated balance sheet as of June 27, 2020. Debt issuance costs on the revolving credit line and term loan, net of amortization, were recorded as a reduction of carrying value of the debt in the accompanying condensed consolidated balance sheet as of December 31, 2019. Debt issuance costs, net of amortization, totaled $1.2 million and $0.4 million as of June 27, 2020 and December 31, 2019, respectively. Debt issuance costs are amortized as interest expense over the term of the loan for which amortization of $57,000 and $20,000 was recorded during the three months ended June 27, 2020 and June 29, 2019, respectively, and $93,000 and $78,000 was recorded during the six months ended June 27, 2020 and June 29, 2019, respectively. In the three months ended June 27, 2020 and June 29, 2019, the Company incurred $0.4 million and $0.5 million, respectively, in interest expense related to its bank credit facilities. In the six months ended June 27, 2020 and June 29, 2019, the Company incurred $0.9 million and $1.1 million, respectively, in interest expense related to its bank credit facilities. In the three months ended June 27, 2020 and June 29, 2019, the Company recorded $0.1 million and $0.2 million, respectively, in interest expense related to the Equipment Loan Facility. In the six months ended June 27, 2020 and June 29, 2019, the Company recorded $0.2 million and $0.3 million, respectively, in interest expense related to the Equipment Loan Facility. The interest rate on the revolving credit facility under the 2020 Credit Agreement at June 27, 2020 was 3.5%. The Company is subject to compliance with the financial covenants in the 2020 Credit Agreement commencing with the fiscal quarter ending September 26, 2020. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 27, 2020 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity As of June 27, 2020, the Company’s shares consisted of 500,000,000 authorized shares of common stock, par value $0.0001 per share, of which 62,425,640 shares of common stock were issued and outstanding, and 500,000 authorized shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding. As of December 31, 2019, the Company’s shares consisted of 500,000,000 authorized shares of common stock, par value $0.0001 per share, of which 61,576,494 shares were issued and outstanding, and 500,000 authorized shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding. The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 27, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation In 2019, the Company’s 2011 Equity Incentive Plan was amended, restated and re-named the 2018 Equity Incentive Plan (“2018 Plan”), and the remaining shares available for issuance under the 2011 Plan were added to the shares reserved for issuance under the 2018 Plan. As of January 1, 2020, the maximum aggregate number of shares that may be issued under the 2018 Plan increased to 16,626,877 shares. As of June 27, 2020 and December 31, 2019, there were 4,562,663 and 5,170,976 shares, respectively, issuable under stock options outstanding, 287,439 and 149,004 shares, respectively, issuable under unvested RSUs outstanding, 6,722,897 and 5,864,738 shares, respectively, issued for stock option exercises, RSU settlement, and restricted stock grants, and 5,060,728 and 3,297,638 shares, respectively, available for grants under the 2018 Plan. Stock Options Following are the assumptions used in the Black-Scholes valuation model for options granted during the periods shown below: Three Months Ended Six Months Ended June 27, June 29, June 27, June 29, Risk-free interest rate 0.5% 2.3% 0.7% 2.3% Average expected term (years) 7.0 6.0 7.0 6.0 Expected volatility 55.0% 55.0% 55.0% 55.0% Dividend yield — — — — Option grants to new employees in the six months ended June 27, 2020 and June 29, 2019 vest 25% of the total award on the first anniversary of the vesting commencement date, and thereafter ratably vesting monthly over the remaining three-year period, subject to continued employment through the vesting date. Option grants to continuing employees in the six months ended June 27, 2020 vest monthly over a 48-month period, subject to continued employment through the vesting date. Option grants to continuing employees in the six months ended June 29, 2019 vest 25% of the total award on the first anniversary of the vesting commencement date, and thereafter ratably vesting monthly over the remaining three-year period, subject to continued employment through the vesting date. The following table summarizes the Company’s stock option activity during the six months ended June 27, 2020: Number Weighted Weighted Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2019 5,170,976 $ 14.28 7.5 $ 329,879 Granted 251,170 $ 97.72 — $ — Exercised (825,965) $ 4.63 — $ 91,606 Cancelled/Forfeited (33,518) $ 34.47 — $ — Outstanding at June 27, 2020 4,562,663 $ 20.47 7.2 $ 556,534 Vested and exercisable at June 27, 2020 2,470,346 $ 7.84 6.0 $ 331,568 Vested and expected to vest at June 27, 2020 3,932,836 $ 15.73 6.9 $ 497,871 __________ (1) Aggregate intrinsic value is calculated as the difference between the value of common stock on the transaction date and the exercise price multiplied by the number of shares issuable under the stock option. During the three months ended June 27, 2020 and June 29, 2019, the Company recorded in aggregate $3.6 million and $1.2 million, respectively, of share-based compensation expense related to options issued to employees and nonemployees. During the six months ended June 27, 2020 and June 29, 2019, the Company recorded in aggregate $6.6 million and $1.8 million, respectively, of share-based compensation expense related to options issued to employees and nonemployees. The share-based compensation expense is included in cost of goods sold, research and development expenses, and SG&A expenses in the Company’s condensed consolidated statements of operations. As of June 27, 2020, there was $15.7 million in unrecognized compensation expense related to nonvested stock option awards which is expected to be recognized over a weighted average period of 2.4 years. Restricted Stock Units RSU grants to new employees in the six months ended June 27, 2020 and June 29, 2019 vest 25% of the total award on the first anniversary of the vesting commencement date, and thereafter ratably vesting quarterly over the remaining three years of the award, subject to continued employment through the vesting date. RSU grants in the six months ended June 27, 2020 to continuing employees vest quarterly over 16 quarters, subject to continued employment through the vesting date. RSU grants to consultants in the six months ended June 27, 2020 vest quarterly over 8 quarters, subject to continued service through the vesting date. An RSU grant to a nonemployee brand ambassador in the six months ended June 27, 2020 vests 50% upon grant with the remainder vesting quarterly over 4 quarters commencing on October 1, 2020, subject to continued service through the vesting date. The following table summarizes the Company’s RSU activity during the six months ended June 27, 2020: Number of Shares Weighted Unvested at December 31, 2019 149,004 $ 132.82 Granted 180,774 $ 102.51 Vested (1) (34,245) $ 137.82 Cancelled/Forfeited (8,094) $ — Unvested at June 27, 2020 287,439 $ 113.40 ________ (1) Includes 8,902 shares of common stock that were withheld to cover taxes on the release of vested RSUs and became available for future grants pursuant to the 2018 Plan. During the three months ended June 27, 2020 and June 29, 2019, the Company recorded in aggregate $2.7 million and $89,000, respectively, of share-based compensation expense related to RSUs. During the six months ended June 27, 2020 and June 29, 2019, the Company recorded in aggregate $4.3 million and $89,000, respectively, of share-based compensation expense related to RSUs. The share-based compensation expense is included in cost of goods sold, research and development expenses, and SG&A expenses in the Company’s condensed consolidated statements of operations. As of June 27, 2020, there was $12.2 million in unrecognized compensation expense related to unvested RSUs which is expected to be recognized over a weighted average period of 2.2 years. Share-Settled Obligation Share-based compensation expense in the three and six months ended June 27, 2020 includes $0.9 million and $1.8 million, respectively, for a liability classified, share-settled obligation to an executive officer related to a sign-on award pursuant to the terms of the executive officer’s offer letter dated August 1, 2019 with the Company. There was no such expense in the three and six months ended June 29, 2019. The share-based compensation expense related to this share-settled obligation is included in SG&A expenses in the Company’s condensed consolidated statements of operations. The liability classified award is considered unearned until the requirements for issuance of the shares are met and is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets as of June 27, 2020 and December 31, 2019 in the amount of $2.8 million and $1.0 million, respectively. As of June 27, 2020, there was $4.2 million in unrecognized compensation expense related to this share-settled obligation which is expected to be recognized over 1.2 years. Restricted Stock to Nonemployees The following table summarizes the Company’s restricted stock activity during the six months ended June 27, 2020: Number Weighted Weighted Unvested at December 31, 2019 88,988 1.2 $ 19.49 Granted — — $ — Vested/Released (48,607) — $ 19.39 Cancelled/Forfeited — — $ — Unvested at June 27, 2020 40,381 0.95 $ 19.77 As of June 27, 2020, 40,381 shares of restricted stock had been purchased by nonemployee brand ambassadors which remained subject to vesting requirements and repurchase pursuant to restricted stock purchase agreements. During the three months ended June 27, 2020 and June 29, 2019, the Company recorded in aggregate $0.4 million and $0.5 million, respectively, of share-based compensation expense related to restricted stock issued to nonemployee brand ambassadors, which is included in SG&A expenses in the Company’s condensed consolidated statements of operations. During each of the six months ended June 27, 2020 and June 29, 2019, the Company recorded in aggregate $0.8 million of share-based compensation expense related to restricted stock issued to nonemployee brand ambassadors, which is included in SG&A expenses in the Company’s condensed consolidated statements of operations. As of June 27, 2020, there was $0.8 million in unrecognized compensation expense related to unvested restricted stock, which is expected to be recognized over 0.8 years. Employee Stock Purchase Plan As of June 27, 2020, the maximum aggregate number of shares that may be issued under the 2018 Employee Stock Purchase Plan (“ESPP”) was 1,340,325 shares of common stock, including an increase of 536,130 shares effective January 1, 2020 under the terms of the ESPP. The 2018 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The administrator has not yet approved an offering under the 2018 ESPP. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 27, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases On March 16, 2020, the Company amended an operating lease for its manufacturing facility in Columbia, Missouri, to extend the lease term for two years to June 30, 2022. Effective May 22, 2020, the Company amended an operating lease for one of its leased manufacturing facilities to include land adjacent to the facility upon which the landlord will construct a parking lot. Effective May 26, 2020, the Company entered into an agreement, assignment and assumption of lease and first amendment to lease pursuant to which the Company assumed an operating lease under which the Company is leasing certain real property and a building consisting of approximately 142,317 square feet in Columbia, Missouri, for a term expiring on April 30, 2023 with no renewal options. See Note 4 . Purchase Commitments On January 10, 2020, the Company and Roquette Frères (“Roquette”) entered into a multi-year sales agreement pursuant to which Roquette will provide the Company with plant-based protein. The agreement expires on December 31, 2022; however it can be terminated after 18 months under certain circumstances. This agreement increases the amount of plant-based protein to be supplied by Roquette in each of 2020, 2021 and 2022 compared to the amount supplied 2019. The plant-based protein sourced under the supply agreement is secured on a purchase order basis regularly, per specified minimum monthly and semi-annual quantities, throughout the term. The Company is not required to purchase plant-based protein in amounts in excess of such specified minimum quantities; however the Company has the option to increase such minimum quantities for delivery in each of 2021 and 2022. The total annual amount purchased each year by the Company must be at least the minimum amount specified in the agreement, which totals in the aggregate $154.1 million over the term of the agreement. The Company also has the right to be indemnified by Roquette in certain circumstances. As of June 27, 2020, the Company had committed to purchase pea protein inventory totaling $192.4 million, approximately $51.6 million in the remainder of 2020, $82.3 million in 2021, and $58.5 million in 2022. In addition, as of June 27, 2020, the Company had approximately $17.8 million in purchase order commitments for capital expenditures primarily to purchase machinery and equipment. Payments for these purchases will be due within twelve months. Litigation Don Lee Farms On May 25, 2017, Don Lee Farms, a division of Goodman Food Products, Inc., filed a complaint against the Company in the Superior Court of the State of California for the County of Los Angeles asserting claims for breach of contract, misappropriation of trade secrets, unfair competition under the California Business and Professions Code, money owed and due, declaratory relief and injunctive relief, each arising out of the Company’s decision to terminate an exclusive supply agreement between the Company and Don Lee Farms. The Company denied all of these claims and filed counterclaims on July 27, 2017, alleging breach of contract, unfair competition under the California Business and Professions Code and conversion. In October 2018, the former co-manufacturer filed an amended complaint that added one of the Company’s current contract manufacturers as a defendant, principally for claims arising from the current contract manufacturer’s alleged use of the former co-manufacturer’s alleged trade secrets, and for replacing the former co-manufacturer as one of the Company’s current co-manufacturers. The current contract manufacturer filed an answer denying all of Don Lee Farms’ claims and a cross-complaint against Beyond Meat asserting claims of total and partial equitable indemnity, contribution, and repayment. On March 11, 2019, Don Lee Farms filed a second amended complaint to add claims of fraud and negligent misrepresentation against the Company. On May 30, 2019, the judge denied the Company’s motion to dismiss the fraud and negligent misrepresentation claims, allowing the claims to proceed. On June 19, 2019, the Company filed an answer denying Don Lee Farms' claims. On January 24, 2020, a writ judge granted Don Lee Farms a right to attach in the amount of $628,689 on the grounds that Don Lee Farms had established a “probable validity” of its claim that the Company owes it money for a small batch of unpaid invoices. This determination was not made by the trial judge. The trial judge has yet to determine the legitimacy or merits of Don Lee Farms’ claims. On January 27, 2020, Don Lee Farms filed a third amended complaint to add three individual defendants, all of whom are current or former employees of the Company, including Mark Nelson, the Company’s Chief Financial Officer and Treasurer, to Don Lee Farms’ existing fraud and negligent misrepresentation claims alleging that those individuals were involved in the alleged fraud and negligent misrepresentations. On June 23, 2020, the judge denied Beyond Meat and the individual defendants’ motion to dismiss the fraud and negligent misrepresentation claims, allowing the claims to proceed. On July 6, 2020, the Company and the individual defendants filed an answer denying all of Don Lee Farms’ claims, including denying all allegations of fraud and negligent misrepresentation. On August 11, 2020, the Company filed an amended cross-complaint against Don Lee Farms, its parent Goodman Food Products, Inc. and its owners and employees, Donald, Daniel, and Brandon Goodman. Among other claims, the amended cross-complaint alleges that Don Lee Farms defrauded Beyond Meat, misappropriated its trade secrets, and infringed its trademarks. The previous trial date, February 8, 2021, was vacated. Trial is currently set for June 14, 2021. Don Lee Farms is seeking from Beyond Meat, the individual defendants, and the current contract manufacturer unspecified compensatory and punitive damages, declaratory and injunctive relief, including the prohibition of Beyond Meat’s use or disclosure of the alleged trade secrets, and attorneys’ fees and costs. The Company is seeking from Don Lee Farms monetary damages, restitution of monies paid to Don Lee Farms, injunctive relief, including the prohibition of Don Lee Farms’ use or disclosure of Beyond Meat’s trade secrets and the prohibition of Don Lee Farms’ infringing use of Beyond Meat’s trademarks, and attorneys’ fees and costs. The current contract manufacturer is seeking indemnity, contribution, or repayment from the Company of any or all damages that the current contract manufacturer may be found liable to Don Lee Farms, and attorneys’ fees and costs. The Company believes it was justified in terminating the supply agreement with Don Lee Farms, that the Company did not misappropriate Don Lee Farms’ alleged trade secrets, that the Company is not liable for the fraud or negligent misrepresentation alleged in the third amended complaint, that Don Lee Farms is liable for the conduct alleged in the Company’s amended cross-complaint, and that the Company is not liable to the current contract manufacturer for any indemnity, contribution, or repayment, including for any damages or attorneys’ fees and costs. Conversely, as alleged in the Company’s amended cross-complaint, the Company believes Don Lee Farms misappropriated the Company’s trade secrets, defrauded the Company, and ultimately has infringed the Company’s trademarks. The Company is currently in the process of litigating this matter and intends to vigorously defend itself and its current and former employees against the claims and to prosecute the Company’s own claims. The Company cannot assure you that Don Lee Farms or the current contract manufacturer will not prevail in all or some of their claims against the Company or the individual defendants, or that the Company will prevail in some or all of its claims against Don Lee Farms. For example, if Don Lee Farms succeeds in the lawsuit, the Company could be required to pay damages, including but not limited to contract damages reasonably calculated at what the Company would have paid Don Lee Farms to produce the Company’s products through 2019, the end of the contract term, and Don Lee Farms could also claim some ownership in the intellectual property associated with the production of certain of the Company’s products or in the products themselves, and thus claim a stake in the value the Company has derived and will derive from the use of that intellectual property after the Company terminated its supply agreement with Don Lee Farms. Based on the Company’s current knowledge, the Company has determined that the amount of any material loss or range of any losses that is reasonably possible to result from this lawsuit is not estimable. Securities Related Litigation On January 30, 2020, Larry Tran, a purported shareholder of Beyond Meat, filed a putative securities class action lawsuit in the United States District Court for the Central District of California against Beyond Meat and two of the Company’s executive officers, the Company’s President and CEO, Ethan Brown, and the Company’s Chief Financial Officer and Treasurer, Mark Nelson. The lawsuit asserts claims under Sections 10(b) and 20(a) of the Exchange Act and is premised on allegedly false or misleading statements, and alleged non-disclosure of material facts, related to the Company’s public disclosures regarding the Company’s ongoing litigation with Don Lee Farms during the proposed class period of May 2, 2019 to January 27, 2020. The Court appointed a lead plaintiff and lead counsel on May 18, 2020, and a First Amended Complaint was filed on July 1, 2020. The First Amended Complaint names the same defendants, proposes the same class period, and similarly asserts claims under Sections 10(b) and 20(a) of the Exchange Act premised on allegedly false or misleading statements, and alleged non-disclosure of material facts, related to the Company’s public disclosures regarding the Company’s ongoing litigation with Don Lee Farms. The Company filed a motion to dismiss on behalf of all defendants on July 31, 2020. The motion to dismiss briefing will be completed by mid-September 2020. The Company believes the claims are without merit and intends to vigorously defend all claims asserted. On March 16, 2020, Eric Weiner, a purported shareholder of Beyond Meat, filed a shareholder derivative lawsuit in the United States District Court for the Central District of California, putatively on behalf of the Company, against two of the Company’s executive officers, the Company’s President and CEO, Ethan Brown, and the Company’s Chief Financial Officer and Treasurer, Mark Nelson, and each of the Company’s directors, including one former director, who signed the Company’s initial public offering registration statement. The lawsuit asserts claims under Sections 10(b) and 21D of the Exchange Act, claims of breaches of fiduciary duty as directors and/or officers of Beyond Meat, and claims of unjust enrichment and waste of corporate assets, all relating to the Company’s ongoing litigation with Don Lee Farms, related actions taken by Beyond Meat and the named individuals during the period of May 2, 2019 to March 16, 2020, and the securities case brought against the Company. On March 18, 2020, Kimberly Brink and Melvyn Klein, purported shareholders of Beyond Meat, filed a shareholder derivative lawsuit in the United States District Court for the Central District of California, putatively on behalf of the Company, against two of the Company’s executive officers, the Company’s President and CEO, Ethan Brown, and the Company’s Chief Financial Officer and Treasurer, Mark Nelson, and each of the Company’s directors, including one former director, who signed the Company’s initial public offering registration statement. The lawsuit asserts claims under Sections 10(b) and 21D of the Exchange Act, claims of breaches of fiduciary duty as directors and/or officers of Beyond Meat, and claims of unjust enrichment and waste of corporate assets, all relating to the Company’s ongoing litigation with Don Lee Farms, related actions taken by Beyond Meat and the named individuals during the period of May 2, 2019 to March 18, 2020, and the securities case brought against the Company. On April 1, 2020, the United States District Court for the Central District of California entered an order consolidating the Weiner action and the Brink action for all purposes and designated the consolidated case In re: Beyond Meat, Inc. Derivative Litigation. On April 13, 2020, the Court entered an order appointing co-lead counsel for the consolidated derivative action. On June 23, 2020, the Court entered an order approving a Joint Stipulation Regarding Stay of Actions. Under the terms of the stay approval order, all proceedings in the consolidated derivative case are stayed until (1) the securities class action is dismissed, with prejudice, and all appeals related thereto have been exhausted; or (2) any motion to dismiss the securities class action is denied in whole or in part. Based on the early stages of this matter, the Company is unable to estimate potential losses, if any, related to this lawsuit. On May 27, 2020, Kevin Chew, a purported shareholder of Beyond Meat, filed a shareholder derivative lawsuit in the United States District Court of the District of Delaware, putatively on behalf of the Company, against two of the Company’s executive officers, the Company’s President and CEO, Ethan Brown, and the Company’s Chief Financial Officer and Treasurer, Mark Nelson, and each of the Company’s directors, including one former director, who signed the Company’s initial public offering registration statement. The lawsuit asserts claims under Sections 10(b) and 21D of the Exchange Act and claims of breaches of fiduciary duty, relating to the Company’s ongoing litigation with Don Lee Farms, related actions taken by Beyond Meat and the named individuals during the period of May 2, 2019 to May 27, 2020. On June 16, 2020, the Court entered an order staying all proceedings in the derivative action until (1) the securities class action is dismissed, with prejudice, and all appeals related thereto have been exhausted; or (2) any motion to dismiss the securities class action is denied in whole or in part. On June 17, 2020, the Court entered an order administratively closing the derivative case based on the stay order. Based on the early stages of this matter, the Company is unable to estimate potential losses, if any, related to this lawsuit. On June 17, 2020, James Janolek, a purported shareholder of Beyond Meat, filed a shareholder derivative lawsuit in the United States District Court of the District of Delaware, putatively on behalf of the Company, against two of the Company’s executive officers, the Company’s President and CEO, Ethan Brown, and the Company’s Chief Financial Officer and Treasurer, Mark Nelson, and each of the Company’s directors, including one former director, who signed the Company’s initial public offering registration statement. The lawsuit asserts claims under Sections 14(a) and 20(a) of the Exchange Act, claims of breaches of fiduciary duty as directors and/or officers of Beyond Meat, and claims of unjust enrichment and waste of corporate assets, all relating to the Company’s ongoing litigation with Don Lee Farms, related actions taken by Beyond Meat and the named individuals during the period of May 2, 2019 to June 17, 2020. On July 10, 2020, the Court entered an order staying all proceedings in the derivative action until (1) the securities class action is dismissed, with prejudice, and all appeals related thereto have been exhausted; or (2) any motion to dismiss the securities class action is denied in whole or in part. On July 10, 2020, the Court entered an order administratively closing the derivative case based on the stay order. Based on the early stages of this matter, the Company is unable to estimate potential losses, if any, related to this lawsuit. TCPA Litigation On March 18, 2020, Nazrin Massaro filed a putative class action lawsuit in the United States District Court for the Southern District of California against Beyond Meat and People for the Ethical Treatment of Animals, Inc. (“PETA”). The lawsuit asserts claims under the Telephone Consumer Protection Act and alleges that PETA sent unsolicited text message advertisements promoting the Company’s products to the putative class members in violation of consumers’ privacy rights. The lawsuit further alleges that PETA and Beyond Meat arranged for PETA to market Beyond Meat’s products in exchange for monetary contributions from Beyond Meat. The plaintiff seeks injunctive relief and damages on behalf of herself and the putative class members. On May 29, 2020, Beyond Meat moved to dismiss or in the alternative stay this lawsuit, and on June 8, 2020, the plaintiff voluntarily dismissed her claims against Beyond Meat without prejudice. The Company believes the claims asserted in this lawsuit are without merit. The Company is involved in various other legal proceedings, claims, and litigation arising in the ordinary course of business. Based on the facts currently available, the Company does not believe that the disposition of such matters that are pending or asserted will have a material effect on its financial statements. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 27, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended June 27, 2020 and June 29, 2019, the Company recorded $16,000 and $21,000, respectively, in income tax expense, in its condensed consolidated statements of operations. For the six months ended June 27, 2020 and June 29, 2019, the Company recorded $15,000 and $21,000, respectively, in income tax expense in its condensed consolidated statements of operations. The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the U.S. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all deferred tax assets. If the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets will be made and the adjustment would have the effect of increasing net income in the period such determination is made. As of June 27, 2020, the Company does not have any accrued interest or penalties related to uncertain tax positions. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company is subject to U.S. federal tax authority and U.S. state tax authority examinations for all years with respect to net operating loss and credit carryforwards. On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the U.S. economy and fund a nationwide effort to curtail the effect of COVID-19. While the CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions include removal of certain limitations on utilization of net operating losses, increasing the loss carryback period for certain losses to five years, and increasing the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. Due to the recent enactment of the CARES Act, the Company is currently evaluating the impact, if any, that the CARES Act will have on its financial position, results of operations or cash flows. Currently the Company does not expect the enactment of CARES Act will have a material impact on the Company’s financial position, results of operations or cash flows. |
Net Loss Per Share Available to
Net Loss Per Share Available to Common Stockholders | 6 Months Ended |
Jun. 27, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Available to Common Stockholders | Net Loss Per Share Available to Common Stockholders The Company calculates basic and diluted net loss per share available to common stockholders in conformity with the two-class method required for companies with participating securities. Computation of net loss per share available to common stockholders for the three and six months ended June 27, 2020 excludes the dilutive effect of 4,562,663 option shares, 287,439 RSUs and 40,381 unvested restricted stock shares outstanding at June 27, 2020 because their inclusion would be anti-dilutive. Computation of net loss per share available to common stockholders for the three and six months ended June 27, 2020 also excludes adjustments under the two-class method relating to a liability classified, share-settled obligation to an executive officer to deliver a variable number of shares based on a fixed monetary amount because the shares to be delivered are not participating securities as they do not have voting rights and are not entitled to participate in dividends until they are issued. Computation of net loss per share available to common stockholders for the three and six months ended June 29, 2019 excludes the dilutive effect of 6,559,565 potential common shares outstanding at June 29, 2019 because their inclusion would be anti-dilutive. (in thousands, except share and per share amounts) Three Months Ended Six Months Ended June 27, June 29, June 27, June 29, Numerator: Net loss available to common stockholders $ (10,205) $ (9,441) $ (8,390) $ (16,090) Denominator: Weighted average common shares outstanding—basic 62,098,861 39,081,359 61,904,360 23,206,203 Dilutive effect of shares issuable under stock options — — — — Dilutive effect of RSUs — — — — Dilutive effect of share-settled obligation — — — — Weighted average common shares outstanding—diluted 62,098,861 39,081,359 61,904,360 23,206,203 Net loss per share available to common stockholders—basic and diluted $ (0.16) $ (0.24) $ (0.14) $ (0.69) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 27, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements include all adjustments |
Principles of Consolidation | Principles of ConsolidationThe condensed consolidated financial statements for the periods ended June 27, 2020 include the accounts of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated. |
Management’s Use of Estimates | Management’s Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates made by the Company include trade promotion accruals; useful lives of property, plant and equipment; valuation of deferred tax assets; valuation of inventory; incremental borrowing rate used to determine operating lease right-of-use assets and operating lease liabilities; assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting right-of-use assets and lease liabilities; and the valuation of the fair value of stock options used to determine share-based compensation expense. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are carried at cost less accumulated depreciation and are depreciated using the straight-line method over the following estimated useful lives: Land Not amortized Buildings 30 years Leasehold improvements Shorter of lease term or estimated useful life Furniture and fixtures 3 years Manufacturing equipment 5 to 10 years Research and development equipment 5 to 10 years Software and computer equipment 3 years Vehicles 5 years |
Foreign Currency | Foreign CurrencyThe Company’s foreign entities use their local currency as the functional currency. For these entities, the Company translates net assets into U.S. dollars at period end exchange rates, while revenue and expense accounts are translated at average exchange rates prevailing during the periods being reported. Resulting currency translation adjustments are included in accumulated other comprehensive loss and foreign currency transaction gains and losses are included in other, net. Transaction gains and losses on long-term intra-entity transactions are recorded as a component of other comprehensive loss. Transactions denominated in a currency other than the reporting entity’s functional currency may give rise to transaction gains and losses that impact the Company’s results of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value measurement accounting guidance creates a fair value hierarchy to prioritize the inputs used to measure fair value into three categories. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement, where Level 1 is the highest and Level 3 is the lowest. The three levels are defined as follows: • Level 1—Unadjusted quoted prices in active markets accessible by the reporting entity for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant value drivers are observable. • Level 3—Valuations derived from valuation techniques in which significant value drivers are unobservable. The Company’s financial instruments include cash equivalents, accounts receivable, accounts payable, and accrued expenses, for which the carrying amounts approximate fair value due to the short-term maturity of these financial instruments. Based on the borrowing rates currently available to the Company for debt with similar terms, the carrying value of the Company’s revolving credit facility approximates fair value as well. The Company had no financial instruments measured at fair value on a recurring basis as of June 27, 2020 and December 31, 2019, other than the liability classified share-settled obligation to one of the Company’s executive officers as discussed in Note 9 which represents a Level 1 financial instrument. There was no change in the fair value of the liability-classified share-settled obligation in the three and six months ended June 27, 2020. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 for the three and six months ended June 27, 2020. Prior to the IPO, the stock warrant liability was measured at fair value using Level 3 inputs upon issuance and at each reporting date. Inputs used to determine the estimated fair value of the warrant liability as of the valuation date included expected term of the warrants, the risk-free interest rate, volatility, and the fair value of underlying shares. |
Revenue Recognition | Revenue Recognition Revenue is recognized at the point in which the performance obligation under the terms of a contract with the customer have been satisfied and control has transferred. The Company’s performance obligation is typically defined as the accepted purchase order, or the contract, with the customer which requires the Company to deliver the requested products at agreed upon prices at the time and location of the customer’s choice. The Company does not offer warranties or a right to return on the products it sells except in the instance of a product recall. Revenue is measured as the amount of consideration the Company expects to receive in exchange for fulfilling the performance obligation. Sales and other taxes the Company collects concurrent with the sale of products are excluded from revenue. The Company's normal payment terms vary by the type and location of its customers and the products offered. The time between invoicing and when payment is due is not significant. None of the Company's customer contracts as of June 27, 2020 contains a significant financing component. The Company routinely offers sales discounts and promotions through various programs to its customers and consumers. These programs include rebates, temporary on shelf price reductions, buy-one-get-one-free programs, off invoice discounts, retailer advertisements, product coupons and other trade activities. Provision for discounts and incentives are recorded in the same period in which the related revenues are recognized. At the end of each accounting period, the Company recognizes a liability for estimated sales discounts that have been incurred but not paid which totaled $4.7 million and $1.6 million as of June 27, 2020 and December 31, 2019, respectively. The offsetting charge is recorded as a reduction of revenues in the same period when the expense is incurred. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. The incremental cost to obtain contracts was not material. |
Recently Adopted and New Accounting Pronouncements | Recently Adopted Accounting Pronouncements As an “emerging growth company” (“EGC”), the Jumpstart Our Business Startups Act (the “JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company will no longer qualify as an EGC as of the end of the fiscal year ending December 31, 2020, when it becomes a Large Accelerated Filer under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Therefore, the Company has elected to use the adoption dates applicable to public companies beginning in the first quarter of 2020 and the adoption dates for the new accounting pronouncements disclosed below have been evaluated under such premise. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”), which requires lessees to record most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to Accounting Standards Codification (“ASC”) 840, “Leases” (“ASC 840”). ASU 2016-02 requires that a lessee recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. On January 1, 2020, the Company adopted ASU 2016-02 using the modified retrospective approach, which permits application of this new guidance at the beginning of the period of adoption, with comparative periods continuing to be reported under ASC 840. The Company also elected the package of practical expedients permitted under the transition guidance within ASU 2016-02, which among other things, permits the Company to not reassess under the new standard the Company’s prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight practical expedient or the practical expedient pertaining to land easements, the latter not being applicable to the Company. As part of this adoption, the Company elected not to record operating right-of-use assets or operating lease liabilities for leases with an initial term of 12 months or less. Payments on those leases will be recognized on a straight-line basis through the Company’s condensed consolidated statements of operations over the lease term. The Company also elected to combine lease and non-lease components on all new or modified operating leases into a single lease component for all classes of assets. See Note 4 . On March 12, 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The amendments in ASU 2020-04 provide temporary optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions to ease the potential accounting and financial reporting burden associated with transitioning away from reference rates that are expected to be discontinued, including the London Interbank Offered Rate (LIBOR). ASU 2020-04 is effective for the Company as of March 12, 2020 through December 31, 2022. The adoption of ASU 2020-04 has not had and is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows. New Accounting Pronouncements On December 18, 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)” (“ASU 2019-12”). ASU 2019-12 eliminates the need for an organization to analyze whether the following apply in a given period (1) exceptions to the incremental approach for intra-period tax allocation, (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments, and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Accounting Policies [Abstract] | |
Schedule of property, plant, and equipment | Property, plant and equipment are carried at cost less accumulated depreciation and are depreciated using the straight-line method over the following estimated useful lives: Land Not amortized Buildings 30 years Leasehold improvements Shorter of lease term or estimated useful life Furniture and fixtures 3 years Manufacturing equipment 5 to 10 years Research and development equipment 5 to 10 years Software and computer equipment 3 years Vehicles 5 years (in thousands) June 27, December 31, Manufacturing equipment $ 51,559 $ 37,939 Research and development equipment 9,643 8,933 Leasehold improvements 8,000 7,620 Building 1,600 — Finance leases 287 1,108 Software 358 274 Furniture and fixtures 461 433 Vehicles 378 210 Land 1,120 — Assets not yet placed in service 23,149 11,666 Total property, plant and equipment $ 96,555 $ 68,183 Accumulated depreciation and amortization (26,269) (20,709) Property, plant and equipment, net $ 70,286 $ 47,474 |
Schedule of changes in fair value | The following table sets forth a summary of the changes in the fair value of the preferred and common stock warrant liabilities: Three Months Ended Six Months Ended (in thousands) June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019 Beginning balance $ — $ 2,677 $ — $ 1,918 Fair value of warrants issued during the period — — — — Change in fair value of warrant liability — 11,744 — 12,503 Reclassification of warrant liability to additional paid-in capital in connection with the IPO — (14,421) — (14,421) Ending balance $ — $ — $ — $ — |
Schedule of disaggregation of revenue | Effective January 1, 2020, the Company began presenting net revenues by geography and distribution channel as follows: Distribution Channel Description U.S. Retail Net revenues from retail sales to the U.S. market U.S. Foodservice Net revenues from restaurant and foodservice sales to the U.S. market International Retail Net revenues from retail sales to international markets, including Canada International Foodservice Net revenues from restaurant and foodservice sales to international markets, including Canada The following table presents the Company’s net revenues by channel: Three Months Ended Six Months Ended (in thousands) June 27, June 29, June 27, June 29, Net revenues: U.S.: Retail $ 90,040 $ 30,531 $ 139,963 $ 49,992 Foodservice 6,486 16,504 29,117 25,338 U.S. net revenues 96,526 47,035 169,080 75,330 International: Retail 9,572 3,589 15,524 3,707 Foodservice 7,240 16,627 25,808 28,420 International net revenues 16,812 20,216 41,332 32,127 Net revenues $ 113,338 $ 67,251 $ 210,412 $ 107,457 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Leases [Abstract] | |
Components of lease and supplemental cash flow information | The components of lease expense were as follows: (in thousands) Statement of Operations Location Three Months Ended June 27, 2020 Six Months Ended June 27, 2020 Operating lease cost: Lease cost Cost of goods sold $ 468 $ 652 Lease cost Research and development expenses 158 283 Lease cost Selling, general and administrative expenses 161 273 Variable lease cost (1) Cost of goods sold 1 7 Operating lease cost $ 788 $ 1,215 Short-term lease cost Selling, general and administrative expenses $ 111 $ 175 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 20 $ 38 Interest on lease liabilities Interest expense 3 7 Finance lease cost $ 23 $ 45 Total lease cost $ 922 $ 1,435 ____________ (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. Weighted average remaining lease terms and weighted average discount rates were: June 27, 2020 Operating Leases Finance Leases Weighted average remaining lease term (years) 7.4 3.7 Weighted average discount rate 2.9 % 5.4 % |
Schedule of assets and liabilities related to operating and finance leases | Supplemental balance sheet information as of June 27, 2020 related to leases are as follows: (in thousands) Balance Sheet Location June 27, 2020 Assets Operating leases Operating lease right-of-use assets $ 13,793 Finance leases, net Property, plant and equipment, net 249 Total lease assets $ 14,042 Liabilities Current: Operating lease liabilities Current portion of operating lease liabilities $ 2,367 Finance lease liabilities Current portion of finance lease liabilities 72 Long-term: Operating lease liabilities Operating lease liabilities, net of current portion 11,604 Finance lease liabilities Finance lease obligations and other long-term liabilities 185 Total lease liabilities $ 14,228 |
Schedule of future maturities of operating lease liabilities | The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of June 27, 2020: June 27, 2020 (in thousands) Operating Leases Finance Leases Remainder of 2020 $ 1,335 $ 43 2021 2,737 80 2022 2,664 71 2023 2,181 58 2024 1,395 30 2025 1,281 — Thereafter 3,914 — Total undiscounted future minimum lease payments 15,507 282 Less imputed interest (1,536) (25) Total discounted future minimum lease payments $ 13,971 $ 257 |
Schedule of future maturities of finance lease liabilities | The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of June 27, 2020: June 27, 2020 (in thousands) Operating Leases Finance Leases Remainder of 2020 $ 1,335 $ 43 2021 2,737 80 2022 2,664 71 2023 2,181 58 2024 1,395 30 2025 1,281 — Thereafter 3,914 — Total undiscounted future minimum lease payments 15,507 282 Less imputed interest (1,536) (25) Total discounted future minimum lease payments $ 13,971 $ 257 |
Schedule of future maturities of operating lease liabilities (Topic 840) | A schedule of the future minimum rental commitments under the Company’s capital lease agreements and non-cancelable operating lease agreements with an initial or remaining term in excess of one year as of December 31, 2019, in accordance with ASC 840 were as follows: (in thousands) Capital Lease Obligations Operating Lease 2020 $ 86 $ 1,878 2021 80 1,813 2022 71 1,817 2023 58 1,840 2024 30 1,353 Thereafter — 5,167 Total minimum lease payments $ 13,868 Total minimum lease payments $ 325 Less: imputed interest (4.1% to 15.9%) (34) Total capital lease obligations $ 291 Less: current portion of capital lease obligations (72) Long-term capital lease obligations $ 219 |
Schedule of future maturities of capital lease liabilities (Topic 840) | A schedule of the future minimum rental commitments under the Company’s capital lease agreements and non-cancelable operating lease agreements with an initial or remaining term in excess of one year as of December 31, 2019, in accordance with ASC 840 were as follows: (in thousands) Capital Lease Obligations Operating Lease 2020 $ 86 $ 1,878 2021 80 1,813 2022 71 1,817 2023 58 1,840 2024 30 1,353 Thereafter — 5,167 Total minimum lease payments $ 13,868 Total minimum lease payments $ 325 Less: imputed interest (4.1% to 15.9%) (34) Total capital lease obligations $ 291 Less: current portion of capital lease obligations (72) Long-term capital lease obligations $ 219 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of major classes of inventory | Major classes of inventory were as follows: (in thousands) June 27, December 31, Raw materials and packaging $ 80,848 $ 36,884 Work in process 13,326 17,958 Finished goods 48,859 26,754 Total $ 143,033 $ 81,596 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant, and equipment | Property, plant and equipment are carried at cost less accumulated depreciation and are depreciated using the straight-line method over the following estimated useful lives: Land Not amortized Buildings 30 years Leasehold improvements Shorter of lease term or estimated useful life Furniture and fixtures 3 years Manufacturing equipment 5 to 10 years Research and development equipment 5 to 10 years Software and computer equipment 3 years Vehicles 5 years (in thousands) June 27, December 31, Manufacturing equipment $ 51,559 $ 37,939 Research and development equipment 9,643 8,933 Leasehold improvements 8,000 7,620 Building 1,600 — Finance leases 287 1,108 Software 358 274 Furniture and fixtures 461 433 Vehicles 378 210 Land 1,120 — Assets not yet placed in service 23,149 11,666 Total property, plant and equipment $ 96,555 $ 68,183 Accumulated depreciation and amortization (26,269) (20,709) Property, plant and equipment, net $ 70,286 $ 47,474 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt balances | The Company’s debt balances are detailed below: (in thousands) June 27, December 31, Revolving credit facility $ 50,000 $ — Revolving credit line (SVB) — 6,000 Term loan facility — 20,000 Equipment financing loan — 5,000 Debt issuance costs — (431) Total debt outstanding $ 50,000 $ 30,569 Less: current portion of long-term debt — 11,000 Long-term debt $ 50,000 $ 19,569 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of fair value assumptions | Following are the assumptions used in the Black-Scholes valuation model for options granted during the periods shown below: Three Months Ended Six Months Ended June 27, June 29, June 27, June 29, Risk-free interest rate 0.5% 2.3% 0.7% 2.3% Average expected term (years) 7.0 6.0 7.0 6.0 Expected volatility 55.0% 55.0% 55.0% 55.0% Dividend yield — — — — |
Schedule of stock option activity | The following table summarizes the Company’s stock option activity during the six months ended June 27, 2020: Number Weighted Weighted Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2019 5,170,976 $ 14.28 7.5 $ 329,879 Granted 251,170 $ 97.72 — $ — Exercised (825,965) $ 4.63 — $ 91,606 Cancelled/Forfeited (33,518) $ 34.47 — $ — Outstanding at June 27, 2020 4,562,663 $ 20.47 7.2 $ 556,534 Vested and exercisable at June 27, 2020 2,470,346 $ 7.84 6.0 $ 331,568 Vested and expected to vest at June 27, 2020 3,932,836 $ 15.73 6.9 $ 497,871 __________ |
Schedule of RSU activity | The following table summarizes the Company’s RSU activity during the six months ended June 27, 2020: Number of Shares Weighted Unvested at December 31, 2019 149,004 $ 132.82 Granted 180,774 $ 102.51 Vested (1) (34,245) $ 137.82 Cancelled/Forfeited (8,094) $ — Unvested at June 27, 2020 287,439 $ 113.40 ________ (1) Includes 8,902 shares of common stock that were withheld to cover taxes on the release of vested RSUs and became available for future grants pursuant to the 2018 Plan. |
Schedule of restricted stock activity | The following table summarizes the Company’s restricted stock activity during the six months ended June 27, 2020: Number Weighted Weighted Unvested at December 31, 2019 88,988 1.2 $ 19.49 Granted — — $ — Vested/Released (48,607) — $ 19.39 Cancelled/Forfeited — — $ — Unvested at June 27, 2020 40,381 0.95 $ 19.77 |
Net Loss Per Share Available _2
Net Loss Per Share Available to Common Stockholders (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per common share | (in thousands, except share and per share amounts) Three Months Ended Six Months Ended June 27, June 29, June 27, June 29, Numerator: Net loss available to common stockholders $ (10,205) $ (9,441) $ (8,390) $ (16,090) Denominator: Weighted average common shares outstanding—basic 62,098,861 39,081,359 61,904,360 23,206,203 Dilutive effect of shares issuable under stock options — — — — Dilutive effect of RSUs — — — — Dilutive effect of share-settled obligation — — — — Weighted average common shares outstanding—diluted 62,098,861 39,081,359 61,904,360 23,206,203 Net loss per share available to common stockholders—basic and diluted $ (0.16) $ (0.24) $ (0.14) $ (0.69) |
Introduction (Details)
Introduction (Details) | 6 Months Ended |
Jun. 27, 2020 | |
Geographic Concentration Risk | Long-Lived Assets | United States | |
Concentration Risk [Line Items] | |
Concentration risk | 96.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of property, plant and equipment (Details) | 6 Months Ended |
Jun. 27, 2020 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Manufacturing equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Manufacturing equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Research and development equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Research and development equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Warrant or Right [Line Items] | ||||||
Cumulative foreign translation adjustments, net of tax | $ 200 | $ 200 | ||||
Foreign currency transaction gain | 100 | 100 | ||||
Warrants outstanding (in shares) | 0 | 0 | ||||
Liability for estimated sales discounts | 4,700 | 4,700 | $ 1,600 | |||
Cost of goods sold | 79,687 | $ 44,510 | 139,070 | $ 73,945 | ||
Shipping and Handling | ||||||
Class of Warrant or Right [Line Items] | ||||||
Cost of goods sold | $ 3,200 | $ 2,600 | $ 4,800 | $ 3,900 | ||
Product Concentration Risk | Revenue | Frozen | ||||||
Class of Warrant or Right [Line Items] | ||||||
Concentration risk | 5.50% | 16.30% | ||||
Distributor One | Customer Concentration Risk | Revenue | ||||||
Class of Warrant or Right [Line Items] | ||||||
Concentration risk | 16.00% | 22.00% | 14.00% | 22.00% | ||
Distributor Two | Customer Concentration Risk | Revenue | ||||||
Class of Warrant or Right [Line Items] | ||||||
Concentration risk | 20.00% | 21.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of changes in fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 0 | $ 2,677 | $ 0 | $ 1,918 |
Fair value of warrants issued during the period | 0 | 0 | 0 | 0 |
Change in fair value of warrant liability | 0 | 11,744 | 0 | 12,503 |
Reclassification of warrant liability to additional paid-in capital in connection with the IPO | 0 | (14,421) | 0 | (14,421) |
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 113,338 | $ 67,251 | $ 210,412 | $ 107,457 |
U.S. net revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 96,526 | 47,035 | 169,080 | 75,330 |
U.S. net revenues | Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 90,040 | 30,531 | 139,963 | 49,992 |
U.S. net revenues | Foodservice | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 6,486 | 16,504 | 29,117 | 25,338 |
International net revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 16,812 | 20,216 | 41,332 | 32,127 |
International net revenues | Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 9,572 | 3,589 | 15,524 | 3,707 |
International net revenues | Foodservice | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 7,240 | $ 16,627 | $ 25,808 | $ 28,420 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |||||
Restructuring expenses | $ 1,509 | $ 847 | $ 3,882 | $ 1,241 | |
Accrued unpaid liabilities, contract termination | $ 2,300 | $ 2,300 | $ 1,100 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 27, 2020 | Jan. 01, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Accounting standards update | us-gaap:AccountingStandardsUpdate201602Member | |
Operating lease right-of-use assets | $ 13,793 | |
Current portion of operating lease liabilities | 2,367 | |
Operating lease liabilities, net of current portion | $ 11,604 | |
Minimum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease, initial term | 2 years | |
Maximum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease, initial term | 11 years | |
ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 11,900 | |
Decrease in deferred rent | 300 | |
Decrease in prepaid rent | 200 | |
Current portion of operating lease liabilities | 1,400 | |
Operating lease liabilities, net of current portion | $ 10,600 |
Leases - Components of expense
Leases - Components of expense and supplemental cash flow information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 27, 2020USD ($) | Jun. 27, 2020USD ($) | |
Lease Cost | ||
Variable lease cost | $ 1 | $ 7 |
Operating lease cost | 788 | 1,215 |
Short-term lease cost | 111 | 175 |
Amortization of right-of use assets | 20 | 38 |
Interest on lease liabilities | 3 | 7 |
Finance lease cost | 23 | 45 |
Total lease cost | $ 922 | $ 1,435 |
Operating Leases | ||
Weighted average remaining lease term (years) | 7 years 4 months 24 days | 7 years 4 months 24 days |
Weighted average discount rate | 2.90% | 2.90% |
Finance Leases | ||
Weighted average remaining lease term (years) | 3 years 8 months 12 days | 3 years 8 months 12 days |
Weighted average discount rate | 5.40% | 5.40% |
Cost of goods sold | ||
Lease Cost | ||
Lease cost | $ 468 | $ 652 |
Research and development expenses | ||
Lease Cost | ||
Lease cost | 158 | 283 |
Selling, general and administrative expenses | ||
Lease Cost | ||
Lease cost | $ 161 | $ 273 |
Leases - Schedule of assets and
Leases - Schedule of assets and liabilities related to leases (Details) $ in Thousands | Jun. 27, 2020USD ($) |
Assets | |
Operating lease right-of-use assets | $ 13,793 |
Finance leases, net | 249 |
Total lease assets | 14,042 |
Current: | |
Current portion of operating lease liabilities | 2,367 |
Current portion of finance lease liabilities | 72 |
Long-term: | |
Operating lease liabilities, net of current portion | 11,604 |
Finance lease liabilities | 185 |
Total lease liabilities | $ 14,228 |
Leases - Schedule of future mat
Leases - Schedule of future maturities of lease liabilities (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 31, 2019 |
Operating Leases | ||
Remainder of 2020 | $ 1,335 | |
2021 | 2,737 | |
2022 | 2,664 | |
2023 | 2,181 | |
2024 | 1,395 | |
2025 | 1,281 | |
Thereafter | 3,914 | |
Total undiscounted future minimum lease payments | 15,507 | |
Less imputed interest | (1,536) | |
Total discounted future minimum lease payments | 13,971 | |
Finance Leases | ||
Remainder of 2020 | 43 | |
2021 | 80 | |
2022 | 71 | |
2023 | 58 | |
2024 | 30 | |
2025 | 0 | |
Thereafter | 0 | |
Total undiscounted future minimum lease payments | 282 | |
Less imputed interest | (25) | |
Total discounted future minimum lease payments | $ 257 | |
Capital Lease Obligations | ||
2020 | $ 86 | |
2021 | 80 | |
2022 | 71 | |
2023 | 58 | |
2024 | 30 | |
Thereafter | 0 | |
Total minimum lease payments | 325 | |
Less: imputed interest (4.1% to 15.9%) | (34) | |
Total capital lease obligations | 291 | |
Less: current portion of capital lease obligations | (72) | |
Long-term capital lease obligations | 219 | |
Operating Lease Obligations | ||
2020 | 1,878 | |
2021 | 1,813 | |
2022 | 1,817 | |
2023 | 1,840 | |
2024 | 1,353 | |
Thereafter | 5,167 | |
Total minimum lease payments | $ 13,868 | |
Minimum | ||
Capital Lease Obligations | ||
Lease discount rate | 4.10% | |
Maximum | ||
Capital Lease Obligations | ||
Lease discount rate | 15.90% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials and packaging | $ 80,848 | $ 36,884 |
Work in process | 13,326 | 17,958 |
Finished goods | 48,859 | 26,754 |
Total | $ 143,033 | $ 81,596 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of property, plant, and equipment (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 68,183 | |
Finance leases | $ 287 | |
Total property, plant and equipment | 96,555 | |
Accumulated depreciation and amortization | (26,269) | |
Accumulated depreciation and amortization | (20,709) | |
Property, plant and equipment, net | 70,286 | |
Property, plant and equipment, net | 47,474 | |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 51,559 | 37,939 |
Research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 9,643 | 8,933 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 8,000 | 7,620 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,600 | 0 |
Finance leases | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,108 | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 358 | 274 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 461 | 433 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 378 | 210 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,120 | 0 |
Assets not yet placed in service | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 23,149 | $ 11,666 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 3,300 | $ 2,100 | $ 5,855 | $ 3,957 |
Note receivable, net | 5,200 | 5,200 | ||
Prepaid expenses and other current assets | ||||
Property, Plant and Equipment [Line Items] | ||||
Note receivable, net | 3,400 | 3,400 | ||
Other non-current assets | ||||
Property, Plant and Equipment [Line Items] | ||||
Note receivable, net | 1,800 | 1,800 | ||
Cost of goods sold | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | 2,500 | 1,400 | 4,400 | 2,800 |
Research and development expenses | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | 700 | 600 | 1,400 | 1,100 |
Selling, general and administrative expenses | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 100 | $ 12 | $ 100 | $ 22 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Apr. 21, 2020USD ($) | Jun. 27, 2020USD ($) | Jun. 29, 2019USD ($) | Jun. 27, 2020USD ($) | Jun. 29, 2019USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 0 | $ 0 | $ 431,000 | |||
Amortization of debt issuance costs | 57,000 | $ 20,000 | 93,000 | $ 78,000 | ||
Other non-current assets | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | 1,200,000 | 1,200,000 | ||||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Early termination fee amount | $ 1,200,000 | |||||
Interest expense | $ 400,000 | 500,000 | $ 900,000 | 1,100,000 | ||
Line of Credit | Revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 150,000,000 | |||||
Debt term | 5 years | |||||
Maximum additional borrowing capacity | $ 200,000,000 | |||||
Unused commitment fee | 0.375% | |||||
Maximum leverage ratio | 3 | |||||
Minimum fixed charge coverage ratio | 1.25 | |||||
Interest rate | 3.50% | 3.50% | ||||
Line of Credit | Revolving credit facility | Fiscal quarter ending September 30, 2020 | Alternate Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Variable annual interest rate | 1.50% | |||||
Line of Credit | Revolving credit facility | Fiscal quarter ending September 30, 2020 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Variable annual interest rate | 2.50% | |||||
Line of Credit | Revolving credit facility | Fiscal quarters thereafter | Alternate Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Variable annual interest rate | 1.25% | |||||
Line of Credit | Revolving credit facility | Fiscal quarters thereafter | Alternate Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Variable annual interest rate | 1.75% | |||||
Line of Credit | Revolving credit facility | Fiscal quarters thereafter | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Variable annual interest rate | 2.25% | |||||
Line of Credit | Revolving credit facility | Fiscal quarters thereafter | LIBOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Variable annual interest rate | 2.75% | |||||
Line of Credit | Equipment financing loan | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | $ 100,000 | $ 200,000 | $ 200,000 | $ 300,000 |
Debt - Schedule of debt balance
Debt - Schedule of debt balances (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 0 | $ (431) |
Total debt outstanding | 50,000 | 30,569 |
Less: current portion of long-term debt | 0 | 11,000 |
Long-term debt | 50,000 | 19,569 |
Revolving credit facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt, outstanding balance | 50,000 | 0 |
Revolving credit facility | Line of Credit | SVB Credit Facilities | ||
Debt Instrument [Line Items] | ||
Debt, outstanding balance | 0 | 6,000 |
Term loan facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt, outstanding balance | 0 | 20,000 |
Equipment financing loan | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt, outstanding balance | $ 0 | $ 5,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | Jun. 27, 2020 | Dec. 31, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 31, 2018 |
Equity [Abstract] | |||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, issued (in shares) | 62,425,640 | 61,576,494 | |||
Common stock, outstanding (in shares) | 62,425,640 | 61,576,494 | |||
Convertible preferred stock, authorized (in shares) | 500,000 | 500,000 | |||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Convertible preferred stock, issued (in shares) | 0 | 0 | |||
Convertible preferred stock, outstanding (in shares) | 0 | 0 | 0 | 41,562,111 | 41,562,111 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | Jan. 01, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized for issuance | 16,626,877 | |||||
Stock options outstanding (in shares) | 4,562,663 | 4,562,663 | 5,170,976 | |||
Shares issued for stock option exercises (in shares) | 6,722,897 | 5,864,738 | ||||
Shares available for grant (in shares) | 5,060,728 | 5,060,728 | 3,297,638 | |||
RSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issuable (in shares) | 287,439 | 287,439 | 149,004 | |||
Share-based compensation expense | $ 2,700,000 | $ 89,000 | $ 4,300,000 | $ 89,000 | ||
Unrecognized compensation expense, period of recognition | 2 years 2 months 12 days | |||||
Unrecognized share-based compensation expense | 12,200,000 | $ 12,200,000 | ||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 3,600,000 | 1,200,000 | 6,600,000 | 1,800,000 | ||
Unrecognized compensation expense | 15,700,000 | $ 15,700,000 | ||||
Unrecognized compensation expense, period of recognition | 2 years 4 months 24 days | |||||
Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense, period of recognition | 1 year 2 months 12 days | |||||
Unrecognized share-based compensation expense | 4,200,000 | $ 4,200,000 | ||||
Accrual for share-settled obligation | 900,000 | 0 | 1,800,000 | 0 | ||
Share-settled obligation liability | $ 2,800,000 | $ 2,800,000 | $ 1,000,000 | |||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issuable (in shares) | 40,381 | 40,381 | 88,988 | |||
Share-based compensation expense | $ 400,000 | $ 500,000 | $ 800,000 | $ 800,000 | ||
Unrecognized compensation expense, period of recognition | 9 months 18 days | |||||
Unrecognized share-based compensation expense | $ 800,000 | $ 800,000 | ||||
Shares of restricted stock purchased by nonemployees (in shares) | 40,381 | 40,381 | ||||
Employee Stock | 2018 ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized for issuance | 1,340,325 | 1,340,325 | ||||
Number of additional shares authorized per year | 536,130 | |||||
Non-employee | RSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
Executive Officer | Employee | RSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Executive Officer | Employee | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 48 months | |||||
Brand Ambassador | Non-employee | RSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
First Anniversary | RSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | 25.00% | ||||
First Anniversary | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | 25.00% | ||||
Thereafter | RSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | 3 years | ||||
Thereafter | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | 3 years | ||||
Upon Grant | Brand Ambassador | Non-employee | RSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 50.00% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of fair value assumptions (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||
Risk-free interest rate | 0.50% | 2.30% | 0.70% | 2.30% |
Average expected term (years) | 7 years | 6 years | 7 years | 6 years |
Expected volatility | 55.00% | 55.00% | 55.00% | 55.00% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 27, 2020 | Dec. 31, 2019 | |
Number of Stock Options | ||
Outstanding, beginning balance (in shares) | 5,170,976 | |
Granted (in shares) | 251,170 | |
Exercised (in shares) | (825,965) | |
Cancelled/Forfeited (in shares) | (33,518) | |
Outstanding, ending balance (in shares) | 4,562,663 | 5,170,976 |
Vested and exercisable (in shares) | 2,470,346 | |
Vested and expected to vest (in shares) | 3,932,836 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 14.28 | |
Granted (in dollars per share) | 97.72 | |
Exercised (in dollars per share) | 4.63 | |
Cancelled/Forfeited (in dollars per share) | 34.47 | |
Outstanding, ending balance (in dollars per share) | 20.47 | $ 14.28 |
Vested and exercisable (in dollars per share) | 7.84 | |
Vested and expected to vest (in dollars per share) | $ 15.73 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding | 7 years 2 months 12 days | 7 years 6 months |
Vested and exercisable | 6 years | |
Vested and expected to vest | 6 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ 329,879 | |
Exercised | 91,606 | |
Outstanding, ending balance | 556,534 | $ 329,879 |
Vested and exercisable | 331,568 | |
Vested and expected to vest | $ 497,871 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of restricted stock and RSU activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 27, 2020 | Dec. 31, 2019 | |
RSU | ||
Number of Shares | ||
Outstanding, beginning balance (in shares) | 149,004 | |
Granted (in shares) | 180,774 | |
Vested (in shares) | (34,245) | |
Cancelled/Forfeited (in shares) | (8,094) | |
Outstanding, ending balance (in shares) | 287,439 | 149,004 |
Weighted Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 132.82 | |
Granted (in dollars per share) | 102.51 | |
Vested (in dollars per share) | 137.82 | |
Cancelled/Forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | $ 113.40 | $ 132.82 |
Restricted Stock | ||
Number of Shares | ||
Outstanding, beginning balance (in shares) | 88,988 | |
Granted (in shares) | 0 | |
Vested (in shares) | (48,607) | |
Cancelled/Forfeited (in shares) | 0 | |
Outstanding, ending balance (in shares) | 40,381 | 88,988 |
Weighted Average Remaining Contractual Life (Years) | ||
Weighted Average Remaining Contractual Life (Years) | 11 months 12 days | 1 year 2 months 12 days |
Weighted Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 19.49 | |
Granted (in dollars per share) | 0 | |
Vested (in dollars per share) | 19.39 | |
Cancelled/Forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | $ 19.77 | $ 19.49 |
Common Stock | RSU | ||
Weighted Average Grant Date Fair Value Per Share | ||
Common stock withheld to cover taxes (in shares) | 8,902 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | May 26, 2020ft²contract | Jan. 27, 2020defendant | Jan. 24, 2020USD ($) | Jan. 10, 2020USD ($) | Oct. 31, 2018defendant | Jun. 27, 2020USD ($) | Mar. 16, 2020 |
Loss Contingencies [Line Items] | |||||||
Lease extended term | 2 years | ||||||
Area leased | ft² | 142,317 | ||||||
Number of renewal options | contract | 0 | ||||||
Purchase commitment term | 18 months | ||||||
Purchase commitments | $ 154,100,000 | $ 192,400,000 | |||||
Purchase commitments, due remainder of 2019 | 51,600,000 | ||||||
Purchase commitments, due 2021 | 82,300,000 | ||||||
Purchase commitments, due 2022 | 58,500,000 | ||||||
Former Co-manufacturer Complaint | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Number of defendants | defendant | 3 | 1 | |||||
Damages sought, value | $ 628,689 | ||||||
Machinery and equipment | |||||||
Loss Contingencies [Line Items] | |||||||
Purchase order commitment | $ 17,800,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 16,000 | $ 21,000 | $ 15,000 | $ 21,000 |
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 |
Net Loss Per Share Available _3
Net Loss Per Share Available to Common Stockholders - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 4,562,663 | 4,562,663 | ||
RSU | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 287,439 | 287,439 | ||
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 40,381 | 40,381 | ||
Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 6,559,565 | 6,559,565 |
Net Loss Per Share Available _4
Net Loss Per Share Available to Common Stockholders - Schedule of basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Numerator: | ||||
Net loss available to common stockholders | $ (10,205) | $ (9,441) | $ (8,390) | $ (16,090) |
Denominator: | ||||
Weighted average common shares outstanding—basic (in shares) | 62,098,861 | 39,081,359 | 61,904,360 | 23,206,203 |
Weighted average common shares outstanding—diluted (in shares) | 62,098,861 | 39,081,359 | 61,904,360 | 23,206,203 |
Net loss per share available to common stockholders—basic and diluted (in dollars per share) | $ (0.16) | $ (0.24) | $ (0.14) | $ (0.69) |
Stock Options | ||||
Denominator: | ||||
Dilutive effect (in shares) | 0 | 0 | 0 | 0 |
RSU | ||||
Denominator: | ||||
Dilutive effect (in shares) | 0 | 0 | 0 | 0 |
Common Stock | ||||
Denominator: | ||||
Dilutive effect (in shares) | 0 | 0 | 0 | 0 |