Cover Page Document
Cover Page Document - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 25, 2021 | Jun. 26, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-38879 | ||
Entity Registrant Name | BEYOND MEAT, INC. | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 8.3 | ||
Entity Common Stock, Shares Outstanding | 62,940,338 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its 2021 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2020 are incorporated herein by reference in Part III where indicated. | ||
Entity Central Index Key | 0001655210 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 159,127 | $ 275,988 |
Accounts receivable | 35,975 | 40,080 |
Inventory | 121,717 | 81,596 |
Prepaid expenses and other current assets | 15,407 | 5,930 |
Total current assets | 332,226 | 403,594 |
Property, plant, and equipment, net | 115,299 | 47,474 |
Operating lease right-of-use assets | 14,570 | |
Other non-current assets, net | 5,911 | 855 |
Total assets | 468,006 | 451,923 |
Current liabilities: | ||
Accounts payable | 53,071 | 26,923 |
Wages payable | 2,843 | 1,768 |
Accrued bonus | 57 | 4,129 |
Current portion of operating lease liabilities | 3,095 | |
Accrued expenses and other current liabilities | 4,830 | 3,805 |
Short-term borrowings under revolving credit facility | 25,000 | 0 |
Short-term borrowings under revolving credit line and bank term loan | 0 | 11,000 |
Short-term finance lease liabilities | 71 | |
Short-term finance lease liabilities | 72 | |
Total current liabilities | 88,967 | 47,697 |
Long-term liabilities: | ||
Long-term portion of bank term loan, net | 0 | 14,637 |
Equipment loan, net | 0 | 4,932 |
Operating lease liabilities, net of current portion | 11,793 | |
Finance lease obligations and other long term liabilities | 149 | 567 |
Total long-term liabilities | 11,942 | 20,136 |
Commitments and Contingencies (Note 11) | ||
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 at December 31, 2020 and 2019; 62,820,351 and 61,576,494 shares issued and outstanding at December 31, 2020 and 2019, respectively | 6 | 6 |
Additional paid-in capital | 560,210 | 526,199 |
Accumulated deficit | (194,867) | (142,115) |
Accumulated other comprehensive income | 1,748 | 0 |
Total stockholders’ equity | 367,097 | 384,090 |
Total liabilities and stockholders’ equity | $ 468,006 | $ 451,923 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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) | 62,820,351 | 61,576,494 |
Common stock, outstanding (in shares) | 62,820,351 | 61,576,494 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Net revenues | $ 406,785 | $ 297,897 | $ 87,934 |
Cost of goods sold | 284,510 | 198,141 | 70,360 |
Gross profit | 122,275 | 99,756 | 17,574 |
Research and development expenses | 31,535 | 20,650 | 9,587 |
Selling, general and administrative expenses | 133,655 | 74,726 | 34,461 |
Restructuring expenses | 6,430 | 4,869 | 1,515 |
Total operating expenses | 171,620 | 100,245 | 45,563 |
Loss from operations | (49,345) | (489) | (27,989) |
Other expense, net: | |||
Interest expense | (2,576) | (3,071) | (1,128) |
Remeasurement of warrant liability | 0 | (12,503) | (1,120) |
Other, net | (759) | 3,629 | 352 |
Total other expense, net | (3,335) | (11,945) | (1,896) |
Loss before taxes | (52,680) | (12,434) | (29,885) |
Income tax expense | 72 | 9 | 1 |
Net loss | $ (52,752) | $ (12,443) | $ (29,886) |
Net loss per share available to common stockholders—basic and diluted (in dollars per share) | $ (0.85) | $ (0.29) | $ (4.75) |
Weighted average common shares outstanding—basic and diluted (in shares) | 62,290,445 | 42,274,777 | 6,287,172 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (52,752) | $ (12,443) | $ (29,886) |
Other comprehensive income, net of tax: | |||
Foreign currency translation gain, net of tax | 1,748 | 0 | 0 |
Comprehensive loss, net of tax | $ (51,004) | $ (12,443) | $ (29,886) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Loans to Related Parties | Accumulated Deficit | Accumulated Comprehensive Income | IPO | IPOCommon Stock | IPOAdditional Paid-in Capital | Secondary Offering | Secondary OfferingCommon Stock | Secondary OfferingAdditional Paid-in Capital | Series G | Series H |
Beginning balance (in shares) at Dec. 31, 2017 | 39,361,211 | |||||||||||||
Beginning balance at Dec. 31, 2017 | $ 148,194 | |||||||||||||
Preferred Stock | ||||||||||||||
Issuance of Series G preferred stock, net of issuance costs (in shares) | 125,684 | 2,075,216 | ||||||||||||
Issuance of Series G preferred stock, net of issuance costs | $ 1,347 | $ 49,999 | ||||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 41,562,111 | |||||||||||||
Ending balance at Dec. 31, 2018 | $ 199,540 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2017 | 5,724,506 | |||||||||||||
Beginning balance at Dec. 31, 2017 | (95,913) | $ 1 | $ 4,823 | $ (951) | $ (99,786) | $ 0 | ||||||||
Common Stock | ||||||||||||||
Net loss | (29,886) | (29,886) | ||||||||||||
Issuance of common stock, net | 0 | |||||||||||||
Reclassification of warrant liability to additional paid-in capital upon closing of the initial public offering | $ 0 | |||||||||||||
Exercise of common stock options (in shares) | 1,139,962 | 1,139,962 | ||||||||||||
Exercise of common stock options | $ 1,369 | 1,369 | ||||||||||||
Share-based compensation for equity-classified awards | 2,241 | 2,241 | ||||||||||||
Re-purchase of common stock (in shares) | (48,909) | |||||||||||||
Re-purchase of common stock | (514) | (514) | ||||||||||||
Grant of restricted stock (in shares) | 135,791 | |||||||||||||
Grant of restricted stock | 2 | 2 | ||||||||||||
Payoff of promissory notes receivable for restricted stock purchase | 951 | 951 | ||||||||||||
Foreign currency translation gain, net of tax | 0 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 6,951,350 | |||||||||||||
Ending balance at Dec. 31, 2018 | $ (121,750) | $ 1 | 7,921 | 0 | (129,672) | 0 | ||||||||
Preferred Stock | ||||||||||||||
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 Dec. 31, 2019 | 0 | |||||||||||||
Ending balance at Dec. 31, 2019 | $ 0 | |||||||||||||
Common Stock | ||||||||||||||
Net loss | (12,443) | (12,443) | ||||||||||||
Issuance of common stock, net (in shares) | 41,562,111 | 11,068,750 | 250,000 | |||||||||||
Issuance of common stock, net | 199,540 | $ 4 | 199,536 | $ 252,453 | $ 1 | $ 252,452 | $ 37,394 | $ 37,394 | ||||||
Issuance of common stock upon exercise of common stock warrants (in shares) | 214,875 | |||||||||||||
Reclassification of warrant liability to additional paid-in capital upon closing of the initial public offering | $ 14,421 | 14,421 | ||||||||||||
Exercise of common stock options (in shares) | 1,429,756 | 1,529,408 | ||||||||||||
Exercise of common stock options | $ 2,669 | 2,669 | ||||||||||||
Share-based compensation for equity-classified awards | 11,806 | 11,806 | ||||||||||||
Foreign currency translation gain, net of tax | 0 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 61,576,494 | |||||||||||||
Ending balance at Dec. 31, 2019 | $ 384,090 | $ 6 | 526,199 | 0 | (142,115) | 0 | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | |||||||||||||
Ending balance at Dec. 31, 2020 | $ 0 | |||||||||||||
Common Stock | ||||||||||||||
Net loss | (52,752) | (52,752) | ||||||||||||
Issuance of common stock under equity incentive plans, net (in shares) | 1,243,857 | |||||||||||||
Issuance of common stock under equity incentive plans, net | 6,732 | 6,732 | ||||||||||||
Issuance of common stock, net | 0 | |||||||||||||
Reclassification of warrant liability to additional paid-in capital upon closing of the initial public offering | $ 0 | |||||||||||||
Exercise of common stock options (in shares) | 1,163,374 | |||||||||||||
Share-based compensation for equity-classified awards | $ 27,279 | 27,279 | ||||||||||||
Foreign currency translation gain, net of tax | 1,748 | 1,748 | ||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 62,820,351 | |||||||||||||
Ending balance at Dec. 31, 2020 | $ 367,097 | $ 6 | $ 560,210 | $ 0 | $ (194,867) | $ 1,748 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
IPO | |
Stock offering costs | $ 4,900 |
Series G | |
Temporary equity, issuance costs | 27 |
Series H | |
Temporary equity, issuance costs | $ 284 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (52,752) | $ (12,443) | $ (29,886) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 13,299 | 8,106 | 4,921 |
Non-cash lease expense | 2,341 | ||
Share-based compensation expense | 27,279 | 12,807 | 2,241 |
Loss on sale of fixed assets | 222 | 93 | 76 |
Amortization of debt issuance costs | 256 | 181 | 109 |
Loss on extinguishment of debt | 1,538 | 0 | 0 |
Change in preferred and common stock warrant liabilities | 0 | 12,503 | 1,120 |
Net change in operating assets and liabilities: | |||
Accounts receivable | 4,516 | (27,454) | (9,045) |
Inventories | (38,863) | (51,339) | (22,113) |
Prepaid expenses and other assets | (9,699) | (2,362) | 325 |
Accounts payable | 16,027 | 10,149 | 10,455 |
Accrued expenses and other current liabilities | (1,965) | 2,743 | 3,798 |
Operating lease liabilities | (2,194) | ||
Long-term liabilities | 0 | 21 | 278 |
Net cash used in operating activities | (39,995) | (46,995) | (37,721) |
Cash flows used in investing activities: | |||
Purchases of property, plant and equipment | (57,696) | (23,795) | (22,228) |
Asset acquisition | (15,482) | 0 | 0 |
Proceeds from sale of fixed assets | 0 | 0 | 67 |
Purchases of property, plant and equipment held for sale | (2,288) | (2,123) | (1,022) |
Proceeds from sale of assets held for sale | 599 | 299 | 0 |
Payment of security deposits | (33) | (545) | (59) |
Net cash used in investing activities | (74,900) | (26,164) | (23,242) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock pursuant to the initial public offering, net of issuance costs | 0 | 254,868 | 0 |
Proceeds from issuance of common stock pursuant to the secondary public offering, net of issuance costs | 0 | 37,394 | 0 |
Proceeds from revolving credit facility | 50,000 | 0 | 0 |
Proceeds from revolving credit line | 0 | 0 | 6,000 |
Proceeds from term loan borrowing | 0 | 0 | 20,000 |
Proceeds from equipment loan borrowing | 0 | 0 | 5,000 |
Proceeds from payoff of notes receivable for restricted stock purchase | 0 | 0 | 951 |
Debt issuance costs | (1,224) | 0 | (437) |
Debt extinguishment costs | (1,200) | 0 | 0 |
Repayments on revolving credit facility | (25,000) | 0 | 0 |
Repayments on revolving credit line | (6,000) | 0 | (2,500) |
Repayment on term loan | (20,000) | 0 | (1,000) |
Repayment of equipment loan | (5,000) | 0 | 0 |
Repayment of Missouri Note | 0 | 0 | (1,450) |
Principal payments under finance lease obligations | (70) | ||
Principal payments under finance lease obligations | (55) | (153) | |
Proceeds from exercise of stock options | 9,007 | 2,669 | 1,369 |
Proceeds from restricted stock exercise | 0 | 0 | 2 |
Payments of minimum withholding taxes on net share settlement of equity awards | (2,275) | 0 | 0 |
Payments of deferred offering costs | 0 | 0 | (2,415) |
Payment for repurchase of common stock | 0 | 0 | (514) |
Net cash (used in) provided by financing activities | (1,762) | 294,876 | 76,199 |
Net (decrease) increase in cash and cash equivalents | (116,657) | 221,717 | 15,236 |
Cash and cash equivalents at the beginning of the period | 275,988 | 54,271 | 39,035 |
Effect of exchange rate changes on cash | (204) | 0 | 0 |
Cash and cash equivalents at the end of the period | 159,127 | 275,988 | 54,271 |
Cash paid during the period for: | |||
Interest | 2,564 | 3,019 | 924 |
Taxes | 18 | 9 | 4 |
Non-cash investing and financing activities: | |||
Finance lease obligations for the purchase of property, plant and equipment | 0 | 225 | 85 |
Issuance of convertible preferred stock warrants in connection with debt | 0 | 0 | 248 |
Non-cash additions to property, plant and equipment | 10,719 | 1,418 | 1,146 |
Offering costs, accrued not yet paid | 0 | 0 | 745 |
Operating lease right-of-use assets obtained in exchange for lease liabilities | 4,706 | ||
Note receivable from sale of assets held for sale | 4,558 | 0 | 0 |
Reclassification of warrant liability to additional paid-in capital in connection with the initial public offering | 0 | 14,421 | 0 |
Conversion of convertible preferred stock to common stock upon initial public offering | 0 | 199,540 | 0 |
Series H | |||
Cash flows from financing activities: | |||
Proceeds from preferred stock offering, net of offering costs | 0 | 0 | 49,999 |
Series G | |||
Cash flows from financing activities: | |||
Proceeds from preferred stock offering, net of offering costs | $ 0 | $ 0 | $ 1,347 |
Introduction
Introduction | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Introduction | Introduction The Company Beyond Meat, Inc., a Delaware corporation (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 brand commitment, “Eat What You Love,” represents a strong belief that there is a better way to feed our future and that the positive choices we all make, no matter how small, can have a great impact on our personal health and the health of our planet. By shifting from animal-based meat to plant-based meat, we can positively impact four growing global issues: human health, climate change, constraints on natural resources and animal welfare. On September 7, 2018, the Company changed its name from Savage River, Inc. to Beyond Meat, Inc. On January 14, 2020, the Company registered its subsidiary, Beyond Meat EU B.V., in the Netherlands. On April 28, 2020, the Company registered its subsidiary, Beyond Meat (Jiaxing) Food Co., Ltd. (“BYND JX”), in the Zhejiang Province in China. 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. In the second quarter of 2020, the Company acquired its first manufacturing facility in Europe located in Enschede, the Netherlands. This facility completed operational testing of dry blend production in late 2020 and is expected to begin commercial trial runs in the second quarter of 2021. 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. In the third quarter of 2020, the Company and BYND JX entered into an investment agreement and related factory leasing contract to design and develop manufacturing facilities in the Jiaxing Economic & Technological Development Zone to manufacture plant-based meat products under the Beyond Meat brand in China. Renovations in the leased facility commenced at the end of 2020 with trial production expected in the first quarter of 2021 and full-scale end-to-end production expected by the end of the second quarter of 2021. 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. In the third quarter of 2020, the Company launched an e-commerce site to sell its products direct to consumers. As of December 31, 2020, approximately 90% of the Company’s long-lived assets were located in the United States. Initial Public Offering On May 6, 2019, the Company completed its initial public offering (“IPO”) of common stock in which it sold 11,068,750 shares. The shares began trading on the Nasdaq Global Select Market on May 2, 2019. The shares were sold at a public offering price of $25.00 per share for net proceeds of approximately $252.4 million, after deducting underwriting discounts and commissions of $19.4 million and issuance costs of approximately $4.9 million payable by the Company. Upon the closing of the IPO, all outstanding shares of the Company’s convertible preferred stock automatically converted into 41,562,111 shares of common stock on a one-for-one basis, and warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for a total of 160,767 shares of common stock. Secondary Public Offering On August 5, 2019, the Company completed a secondary public offering (“Secondary Offering”) of common stock in which it sold 250,000 shares and the selling stockholders sold 3,487,500 shares. The shares were sold at a public offering price of $160.00 per share for net proceeds to the Company of approximately $37.4 million, after deducting underwriting discounts and commissions of $1.5 million and issuance costs of approximately $1.1 million payable by the Company. Total Secondary Offering issuance costs paid in 2019 were approximately $2.2 million, of which approximately $1.1 million was capitalized to reflect the costs associated with the issuance of new shares and offset against proceeds from the Secondary Offering. The Company did not receive any proceeds from the sale of common stock by the selling stockholders. COVID-19 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. The Company’s operations and its financial results including net revenues, gross profit, gross margin and operating expenses were negatively impacted by COVID-19 in 2020. 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 (including any resurgences), impact of the new COVID-19 variants and the rollout of COVID-19 vaccines, and the level of social and economic restrictions imposed in the United States and abroad in an effort to curb the spread of the virus, 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, results of operations, financial condition or liquidity. While the ultimate economic impact of COVID-19 continues to be uncertain, the Company expects that the adverse impact of COVID-19 on its business operations and results of operations, including its net revenues, gross profit, gross margin, earnings and cash flows, will continue into 2021. Future events and effects related to COVID-19 cannot be determined with precision and actual results could significantly differ from estimates or forecasts. Emerging Growth Company Status Upon the completion of the Company’s IPO, the Company elected to be an Emerging Growth Company (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Effective December 31, 2020, the Company lost its EGC status and is now categorized as a Large Accelerated Filer based upon the current market capitalization of the Company according to Rule 12b-2 of the Exchange Act. As a result, the Company must comply with all financial disclosure and governance requirements applicable to Large Accelerated Filers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and include the accounts of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated. Fiscal Year The Company operates on a fiscal calendar year, and each interim quarter is comprised of one 5-week period and two 4-week periods, with each week ending on a Saturday. The Company’s fiscal year always begins on January 1 and ends on December 31. As a result, the Company’s first and fourth fiscal quarters may have more or fewer days included than a traditional 91-day fiscal quarter. Segment Information The Company has one operating segment and one reportable segment, as the Company’s chief operating decision maker, who is the Company’s Chief Executive Officer, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. 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; the valuation of the fair value of stock options used to determine share-based compensation expense; and the valuation of the fair value of common stock and preferred stock used in the remeasurement of warrants and liabilities. 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 financial statements. Reverse Stock Split On January 2, 2019, the Company effected a 3-to-2 reverse stock split of its outstanding common stock and convertible preferred stock, including outstanding stock options and common and convertible preferred stock warrants. The reverse stock split did not result in an adjustment to par value. All references in the accompanying financial statements and related notes to the number of shares of common stock, convertible preferred stock, warrants and options to purchase common stock and per share data reflect the effect of the reverse stock split. Comprehensive Loss Comprehensive loss includes unrealized gains (losses) on the Company’s foreign currency translation adjustments for the year ended December 31, 2020. During the years ended December 31, 2019 and 2018, the Company had no foreign operations, and as a result, comprehensive loss was equal to net loss for the years ended December 31, 2019 and 2018. Income taxes on the unrealized losses are not material. 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 income 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 income. 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 gains, net of tax, reported as cumulative translation adjustments through other comprehensive income were $1.7 million as of December 31, 2020. Foreign currency transaction losses included in other, net were $0.2 million, $0 and $0 during the years ended December 31, 2020, 2019 and 2018, respectively. 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 December 31, 2020 and 2019. other than the liability classified share-settled obligation to one of the Company’s executive officers as discussed in Note 10 which represents a Level 1 financial instrument. 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. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 for 2020, 2019 or 2018. The key assumptions used in the Black-Scholes option-pricing model for the valuation of the preferred stock warrant liability upon re-measurement were as follows: Year Ended December 31, 2018 Expected term (in years) 2.0 Fair value of underlying shares $19.02 Volatility 55.0% Risk-free interest rate 2.48% Dividend yield — Generally, increases or decreases in the fair value of the underlying convertible preferred stock or common stock would result in a directionally similar impact in the fair value measurement of the associated warrant liability. The following table sets forth a summary of the changes in the fair value of the preferred and common stock warrant liabilities: Year Ended December 31, 2019 (in thousands) Beginning balance $ 1,918 Fair value of warrants issued during the period — Change in fair value of warrant liability 12,503 Reclassification of warrant liability to additional paid-in capital in connection with the IPO (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 December 31, 2020 and 2019. Cash and Cash Equivalents The Company maintains cash balances at two financial institutions in the United States. The cash balances may, at times, exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation or FDIC up to $250,000. The Company considers all highly liquid investments with original maturity dates of 90 days or less to be cash equivalents. Cash equivalents comprise of approximately 80% in demand deposits and approximately 20% in money market accounts. Accounts Receivable The Company records accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any anticipated losses on the accounts receivable balances and recorded in allowance for doubtful accounts. Allowance for doubtful accounts is calculated based on the Company’s history of write-offs, level of past due accounts, and relationships with and economic status of the Company’s distributors or customers. The Company had no allowance for doubtful accounts as of December 31, 2020 or 2019. Inventories and Cost of Goods Sold Inventories are recorded at lower of cost or net realizable value. The Company accounts for inventory using the weighted average cost method. In addition to product cost, inventory costs include expenditures such as direct labor and certain supply and overhead expenses including in-bound shipping and handling costs incurred in bringing the inventory to its existing condition and location. Inventories are comprised primarily of raw materials, direct labor, and overhead costs. Weighted average cost method is used to absorb raw materials, direct labor, and overhead into inventory. The Company reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on historical demand, and the age of the inventory, among other factors. 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 7 . Accounting for Acquisition The Company follows the guidance in ASC 805, Business Combinations , for determining whether an acquisition meets the definition of a business combination or asset acquisition. The acquired assets may include, but are not limited to land, building, building improvements, manufacturing equipment and assembled work force. For acquisitions that are accounted for as acquisitions of assets, the Company records the acquired tangible and intangible assets and assumed liabilities, if any, based on each asset’s and liability's relative fair value at the acquisition date to the total purchase price plus capitalized acquisition costs. The method for determining relative fair value varies depending on the type of asset. The Company has completed one acquisition to date. See Note 5 . Impairment of Long-Lived Assets Long-lived assets, including property and equipment, are reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. When events or circumstances indicate that impairment may be present, management evaluates the probability that future undiscounted net cash flows received will be less than the carrying amount of the asset. If projected future undiscounted cash flows are less than the carrying value of an asset, then such assets are written down to their fair values. Other than the write off of certain property, plant and equipment in connection with the restructuring efforts disclosed in Note 3 , the Company concluded that no long-lived assets were impaired during the fiscal years ended December 31, 2020, 2019 and 2018. Deferred Offering Costs Offering costs, consisting primarily of legal, accounting, printing and filing services, and other direct fees and costs related to the IPO, were capitalized and offset against proceeds from the IPO. Total IPO issuance costs were $4.9 million, of which $2.4 million was incurred and paid as of December 31, 2018 and an additional $2.5 million was incurred and paid in 2019. Total Secondary Offering costs paid in 2019 were approximately $2.2 million, of which approximately $1.1 million was capitalized to reflect the costs associated with the issuance of new shares and offset against proceeds from the Secondary Offering. The remainder of the Secondary Offering costs were associated with the expense of selling existing shares by the selling stockholders and were recorded in SG&A expenses in the statement of operations for 2019. There were no unpaid IPO issuance costs or Secondary Offering issuance costs in accounts payable or prepaid IPO issuance costs in prepaid expenses as of December 31, 2020. Stock Warrant Liability The Company accounted for freestanding warrants outstanding to purchase shares of its common stock or, prior to its IPO, its convertible preferred stock or common stock, as a liability, as the underlying shares of convertible preferred stock and common stock were contingently redeemable and, therefore, could have obligated the Company to transfer assets at some point in the future. The warrants were recorded at fair value upon issuance and were subject to remeasurement at each balance sheet date. Any change in fair value has been recognized in the statements of operations in total other expense, net. Prior to the IPO, the Company had outstanding warrants to purchase an aggregate of 60,002 shares of its common stock at an exercise price of $3.00 per share, 121,694 shares of its Series B convertible preferred stock at an exercise price of $1.07 per share and 39,073 shares of its Series E convertible preferred stock at an exercise price of $3.68 per share. On May 6, 2019, in connection with the IPO, the warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for a total of 160,767 shares of common stock at the same respective exercise price per share. Subsequent to the closing of the IPO, all outstanding warrants to purchase shares of common stock were cashless exercised. Income Taxes The Company is subject to federal and state income taxes. The Company uses the asset and liability method of accounting for income taxes as set forth in the authoritative guidance for accounting for income taxes. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the respective carrying amounts and tax basis of assets and liabilities. A valuation allowance is established against the portion of deferred tax assets that the Company believes will not be realized on a more likely than not basis. With respect to uncertain tax positions, the Company recognizes in its financial statements those tax positions determined to be more likely than not of being sustained upon examination, based on the technical merits of the positions. The Company’s policy is to recognize, when applicable, interest and penalties on uncertain tax positions as part of income tax expense. See Note 12 . Leases The Company leases certain equipment used for research and development and operations under both capital and operating lease agreements. An asset and a corresponding liability for the finance lease obligations are established for the cost of a finance lease. Finance lease assets are included in property, plant and equipment, net in the Company’s consolidated balance sheets. Operating leases include lease arrangements for the Company’s corporate offices, the Manhattan Beach Project Innovation Center, manufacturing facilities and, to a lesser extent, equipment. Operating leases with a term greater than one year are recorded on the consolidated balance sheets as operating lease right-of-use assets and operating lease liabilities at the commencement date. The Company records these balances initially at the present value of future minimum lease payments calculated using the Company’s incremental borrowing rate and expected lease term. Certain adjustments to the operating lease right-of-use assets may be required for items such as initial direct costs paid or incentives received. Upon adoption of ASU 2016-02, the Company elected to combine lease and non-lease components on all new or modified leases into a single lease component, for all classes of assets other than the co-manufacturing class of assets, which we recognize over the expected term on a straight-line expense basis. The Company elected to separate the lease and non-lease components on all new or modified operating leases for the co-manufacturing class of assets for the purpose of recording operating lease right-of-use assets and operating lease liabilities. Prior to fiscal 2020, the Company accounted for leases under ASC 840 and did not record operating leases on its consolidated balance sheets. See Note 4 . Contingencies The Company is subject to a range of claims, lawsuits, and administrative proceedings that arise in the ordinary course of business. The Company accrues a liability (which amount includes litigation costs expected to be incurred) and charges operations for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated, in accordance with the recognition criteria of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 450, Contingencies . Estimating liabilities and costs associated with these matters require significant judgment based upon the professional knowledge and experience of management and its legal counsel. See Note 11 . Revenue Recognition In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which, along with subsequent ASUs, amended the existing accounting standards for revenue recognition (“Topic 606”). This guidance is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to receive when products are transferred to customers. ASU 2014-09 was effective for the Company beginning January 1, 2019. The majority of the Company’s contracts with customers generally consist of a single performance obligation to transfer promised goods. Based on the Company’s evaluation and review of its contracts with customers, the timing and amount of revenue recognized based on ASU 2014-09 is consistent with the Company’s revenue recognition policy under previous guidance. The Company has therefore concluded that the adoption of ASU 2014-09 did not have a material impact on its financial position, results of operations, or cash flows. 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, the direct-to-consumer order, or the contract with the customer which requires the Company to deliver the requested products at agreed upon prices at the time and location of the customer’s choice. The Company does not offer warranties or a right to return on the products it sells except in the instance of a product recall. Revenue is measured as the amount of consideration the Company expects to receive in exchange for fulfilling the performance obligation. Sales and other taxes the Company collects concurrent with the sale of products are excluded from revenue. The Company's normal payment terms vary by the type and location of its customers and the products offered. The time between invoicing and when payment is due is not significant. None of the Company's customer contracts as of December 31, 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 $3.6 million and $1.6 million as of December 31, 2020 and 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 (1) 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 ____________ (1) Includes net revenues from direct-to-consumer sales. 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: Year Ended December 31, 2020 2019 2018 (in thousands) U.S.: Retail $ 264,111 $ 129,383 $ 49,772 Foodservice 60,763 70,372 20,717 U.S. net revenues 324,874 199,755 70,489 International: Retail 36,472 15,426 1,007 Foodservice 45,439 82,716 16,438 International net revenues 81,911 98,142 17,445 Net revenues $ 406,785 $ 297,897 $ 87,934 One customer accounted for approximately 13% of the Company’s gross revenues in 2020; two distributors accounted for approximately 17% and 16%, respectively, of the Company’s gross revenues in 2019; and three distributors accounted for approximately 32%, 21% and 13%, respectively, of the Company’s gross revenues in 2018. No other distributor or customer accounted for more than 10% of the Company’s gross revenues in 2020, 2019 or 2018. Earnings (Loss) Per Share Earnings (loss) per share (“EPS”) represents net income available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS represents net income available to common stockholders divided by the weighted-average number of common shares outstanding, inclusive of the dilutive impact of potential common shares outstanding during the period. Such potential common shares include options, unvested restricted stock, restricted stock units (“RSUs”), contracts classified as assets or liabilities that are required or assumed to be share-settled under the two-class method, warrants and convertible preferred stock. The Company calculates basic and diluted EPS available to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considers all series of convertible preferred stock issued and outstanding prior to the IPO to be participating securities. Under the two-class method, the net loss available to common stockholders was not allocated to the convertible preferred stock as the holders of convertible preferred stock issued and outstanding prior to the IPO did not have a contractual obligation to share in losses. Computation of EPS for the years ended December 31, 2020 and 2019 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. Nonvested restricted stock awards (referred to as participating securities) are excluded from the dilutive impact of common equivalent shares outstanding in accordance with authoritative guidance under the two-class method. The nonvested restricted stockholders are entitled to participate in dividends declared on common stock as if the shares were fully vested and hence nonvested restricted stock shares are deemed to be participating securities. Under the two-class method, net income, but not net loss, available to nonvested restricted stockholders is excluded from net income available to common stockholders for purposes of calculating basic and diluted EPS. Net loss available to common stockholders is not allocated to unvested restricted stock as the holders of unvested restricted stock do not have a contractual obligation to share in losses. In periods when the Company records net loss, all potential common shares are excluded in the computation of EPS because their inclusion would be anti-dilutive. See Note 13 . Prepaid Expenses Prepaid expenses primarily include prepaid rent and insurance, which are expensed in the period to which they relate. Selling, General and Administrative (“SG&A”) Expenses SG&A expenses are primarily comprised of selling, marketing expenses and administrative expenses, share-based compensation, outbound shipping and handling costs, non-manufacturing rent expense, depreciation and amortization expense on non-manufacturing assets and other non-production operating expenses. Selling and marketing expenses include share-based compensation awards to brand ambassadors, advertising costs, costs associated with consumer promotions, product samples and sales aids incurred to acquire new customers, retain existing customers and build brand awareness. Administrative expenses include the expenses related to management, accounting, legal, IT, and other office functions. Advertising costs are expensed as incurred. Advertising costs in the years ended December 31, 2020, 2019 and 2018 were $0.3 million, $0.3 million and $62,000, respectively. Non-advertising related components of the Company’s total marketing expenditures primarily include costs associated with consumer promotions, product sampling, and sales aids, which are also included in SG&A. Shipping and Handling Costs The Company does not bill its distributors or customers shipping and handling fees. The Company’s products are predominantly shipped to its distributors or customers as “FOB Destination,” with control of the products transferred to the customer at the destination. In-bound shipping and handling costs incurred in manufacturing a product are included in inventory and reflected in cost of goods sold when the sale of that product is recognized. Outbound shipping and handling costs, including shipping and handling costs related to direct-to-consumer sales, are considered as fulfillment costs and are recorded in SG&A expenses. Outbound shipping and handling costs included in SG&A expenses in 2020, 2019 and 2018 were $11.9 million, $10.9 million and $6.1 million, respectively. Research and Development Research and development costs, which includes enhancements to existing products and new product development, are expensed in the period incurred. Research and development expenses primarily consist of personnel and related expenses for the Company’s research and development staff, including salaries, benefits, bonuses, and share-based compensation, scale-up expenses, and depreciation and amortization expense on research and development assets. Research and development expenses in the years ended December 31, 2020, 2019 and 2018, were $31.5 million, $20.7 million and $9.6 million, respectively. Share-Based Compensation The Company measures all share-based compensation cost at the grant date, based on the fair values of the awards that are ultimately expected to vest, and recognizes that cost as an expense in its statements of operations over the requisite service period. The Company estimates the fair value of option awards using the Black-Scholes option valuation model, which requires management to make certain assumptions for estimating the fair value of stock options at the date of grant including the fair value and projected volatility of the underlying common stock and the expected term of the award. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimates, in management’s opinion, the existing models may not necessarily provide a reliable single measure of the fair value of the Company’s stock options. Although the fair value of stock options is determined using an option valuation model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. In addition, the Company estimates the expected impact of forfeited awards and recognizes share-based compensation cost only for those awards ultimately expected to vest. If actual forfeiture rates differ materially from the Company’s estimates, share-based compensation expense could differ significantly from the amounts the Company has recorded in the current period. The Company periodically reviews actual forfeiture experience and will revise its estimates, as necessary. The Company will recognize as compensation cost the cumulative effect of the change in estimated forfeiture rates on current and prior periods in earnings of the period of revision. As a result, if the Company revises its assumptions and estimates, the Company’s share-based compensation expense could change materially in the future. See Note 10 . Employee Benefit Plan On January 1, 2017 the Company initiated a 401(k) retirement saving plan (“401-K Plan”) for the benefit of eligible employees. Under terms of this plan, eligible employees are able to make contributions of their wages on a tax-deferred basis. The Company has incurred $0.7 million, $0.2 million and $0 in matching contribution to the 401-K Plan in 2020, 2019 and 2018, respectively. Restructuring Plan The Company accounts for exit or disposal of activities in accordance with ASC 420, Exit or Disposal Cost Obligations. The Company defines a business restructuring as an exit or disposal activity that includes but is |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 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 accordance with the Company’s policy of reviewing long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, the Company determined that as of May 23, 2017, the date the Company notified the co-manufacturer of its decision to terminate the Agreement, the assets held in possession of the co-manufacturer were no longer recoverable. In 2020, 2019 and 2018, the Company recorded $6.4 million, $4.9 million and $1.5 million, respectively, in restructuring expenses related to this dispute, which consisted primarily of legal and other expenses. See Note 11 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company’s operating and finance 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. 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, the Company recognized operating lease right-of-use assets of $11.9 million adjusted for $0.3 million previously recorded as deferred rent and $0.2 million previously recorded as prepaid rent on the Company’s consolidated balance sheets. The Company also recorded $1.4 million in current operating lease liabilities and $10.6 million in operating lease liabilities, net of current portion. 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. Subsequent to the year ended December 31, 2020, on January 14, 2021, the Company entered into a 12-year lease with two 5-year renewal options to house its corporate headquarters, lab and innovation space in El Segundo, California. See Note 14 . (in thousands) Statement of Operations Location Year Ended December 31, 2020 Operating lease cost: Lease cost Cost of goods sold $ 1,570 Lease cost Research and development expenses 621 Lease cost Selling, general and administrative expenses 569 Variable lease cost (1) Cost of goods sold 17 Operating lease cost $ 2,777 Short-term lease cost Selling, general and administrative expenses $ 311 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 75 Interest on lease liabilities Interest expense 13 Finance lease cost $ 88 Total lease cost $ 3,176 ____________ (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. Supplemental balance sheet information as of December 31, 2020 related to leases are as follows: (in thousands) Balance Sheet Location December 31, 2020 Assets Operating leases Operating lease right-of-use assets $ 14,570 Finance leases, net Property, plant and equipment, net 212 Total lease assets $ 14,782 Liabilities Current: Operating lease liabilities Current portion of operating lease liabilities $ 3,095 Finance lease liabilities Current portion of finance lease liabilities 71 Long-term: Operating lease liabilities Operating lease liabilities, net of current portion 11,793 Finance lease liabilities Finance lease obligations and other long-term liabilities 149 Total lease liabilities $ 15,108 The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of December 31, 2020: December 31, 2020 (in thousands) Operating Leases Finance Leases 2021 $ 3,455 $ 80 2022 3,290 70 2023 2,703 58 2024 1,662 30 2025 1,301 — Thereafter 3,914 — Total undiscounted future minimum lease payments 16,325 238 Less imputed interest (1,437) (18) Total discounted future minimum lease payments $ 14,888 $ 220 Weighted average remaining lease terms and weighted average discount rates were: December 31, 2020 Operating Leases Finance Leases Weighted average remaining lease term (years) 6.6 3.2 Weighted average discount rate 2.7 % 5.3 % 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: December 31, 2019 (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 The Company’s operating and finance 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. 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, the Company recognized operating lease right-of-use assets of $11.9 million adjusted for $0.3 million previously recorded as deferred rent and $0.2 million previously recorded as prepaid rent on the Company’s consolidated balance sheets. The Company also recorded $1.4 million in current operating lease liabilities and $10.6 million in operating lease liabilities, net of current portion. 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. Subsequent to the year ended December 31, 2020, on January 14, 2021, the Company entered into a 12-year lease with two 5-year renewal options to house its corporate headquarters, lab and innovation space in El Segundo, California. See Note 14 . (in thousands) Statement of Operations Location Year Ended December 31, 2020 Operating lease cost: Lease cost Cost of goods sold $ 1,570 Lease cost Research and development expenses 621 Lease cost Selling, general and administrative expenses 569 Variable lease cost (1) Cost of goods sold 17 Operating lease cost $ 2,777 Short-term lease cost Selling, general and administrative expenses $ 311 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 75 Interest on lease liabilities Interest expense 13 Finance lease cost $ 88 Total lease cost $ 3,176 ____________ (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. Supplemental balance sheet information as of December 31, 2020 related to leases are as follows: (in thousands) Balance Sheet Location December 31, 2020 Assets Operating leases Operating lease right-of-use assets $ 14,570 Finance leases, net Property, plant and equipment, net 212 Total lease assets $ 14,782 Liabilities Current: Operating lease liabilities Current portion of operating lease liabilities $ 3,095 Finance lease liabilities Current portion of finance lease liabilities 71 Long-term: Operating lease liabilities Operating lease liabilities, net of current portion 11,793 Finance lease liabilities Finance lease obligations and other long-term liabilities 149 Total lease liabilities $ 15,108 The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of December 31, 2020: December 31, 2020 (in thousands) Operating Leases Finance Leases 2021 $ 3,455 $ 80 2022 3,290 70 2023 2,703 58 2024 1,662 30 2025 1,301 — Thereafter 3,914 — Total undiscounted future minimum lease payments 16,325 238 Less imputed interest (1,437) (18) Total discounted future minimum lease payments $ 14,888 $ 220 Weighted average remaining lease terms and weighted average discount rates were: December 31, 2020 Operating Leases Finance Leases Weighted average remaining lease term (years) 6.6 3.2 Weighted average discount rate 2.7 % 5.3 % 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: December 31, 2019 (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 |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Asset Acquisition | Asset Acquisition On October 30, 2020, the Company acquired certain assets including land, building and improvements, manufacturing equipment, and assembled workforce from one of its former co-manufacturers (the “Seller”). The Company did not assume any liabilities of the Seller. The Company is using this manufacturing facility primarily for the production of its finished goods. Acquisition of these assets is expected to allow the Company to reduce manufacturing and packaging costs through vertical integration and provide opportunities for the Company to test new processes and scale new products more quickly. The total purchase consideration of $15.5 million was comprised of cash consideration of $14.5 million, subject to adjustment for customary prorations, transfer taxes, escrow holdbacks and other adjustments, and $1.0 million in acquisition-related expenses. As part of this transaction, the Company hired approximately 180 employees who were previously employed by the Seller. The Company accounted for this transaction as an asset acquisition and recorded the acquired tangible and intangible assets based on each asset’s relative fair value at the acquisition date to the total purchase price plus capitalized acquisition costs. Fair value of building and land were determined by a real estate appraisal prepared by an independent real estate appraiser. Fair value of assembled workforce was based on estimated replacement costs that utilize available market information and discount and/or capitalization rates as appropriate. The following table details the purchase price allocation of the acquired assets based on their relative fair values as of the acquisition date: (in thousands) Manufacturing equipment $ 1,273 Building 9,576 Land 2,774 Assembled workforce (1) 1,859 Total $ 15,482 _____________ (1) Assembled workforce is recorded in Other non-current assets, net in the consolidated balance sheet and will be amortized over an estimated useful life of approximately 2.0 years. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Major classes of inventory were as follows: December 31, (in thousands) 2020 2019 Raw materials and packaging $ 83,702 $ 36,884 Work in process 12,887 17,958 Finished goods 25,128 26,754 Total $ 121,717 $ 81,596 The Company wrote off $10.8 million, $6.4 million and $0.8 million in excess and obsolete inventories and recognized that expense in cost of goods sold in its statements of operations for the years ended |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 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 December 31, 2020 and 2019, is as follows: December 31, (in thousands) 2020 2019 Manufacturing equipment $ 62,521 $ 37,939 Research and development equipment 12,342 8,933 Leasehold improvements 9,277 7,620 Building 12,569 — Finance leases 212 1,108 Software 402 274 Furniture and fixtures 614 433 Vehicles 377 210 Land 3,995 — Assets not yet placed in service 46,148 11,666 Total property, plant and equipment $ 148,457 $ 68,183 Less: accumulated depreciation and amortization 33,158 20,709 Property, plant and equipment, net $ 115,299 $ 47,474 Depreciation and amortization expense in 2020, 2019, and 2018 was $13.3 million, $8.1 million, and $4.9 million, respectively. Of the total depreciation and amortization expense in 2020, 2019 and 2018, $10.1 million, $5.7 million and $3.7 million, respectively, were recorded in cost of goods sold, $3.1 million, $2.4 million and $1.2 million, respectively, were recorded in research and development expenses, and $0.1 million, $71,000 and $13,000, respectively, were recorded in SG&A expenses, in the Company’s consolidated statements of operations. The Company had no property, plant and equipment concluded to meet the criteria for assets held for sale in prepaid expenses and other current assets on the consolidated balance sheet as of December 31, 2020. For the year ended 2019, the Company had $2.6 million in property, plant and equipment concluded to meet the criteria for assets held for sale in prepaid expenses and other current assets on the consolidated balance sheets. Amounts previously classified as assets held for sale were sold for amounts that approximated book value for which a note receivable of $4.6 million, net of payments received, was recorded as of December 31, 2020, of which $2.4 million is included in prepaid expenses and other current assets and $2.2 million is included in other non-current assets. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt On April 21, 2020, the Company entered into a $150.0 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 $200.0 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. 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 Company is permitted to declare and pay up to $10.0 million per year in dividends on its capital stock (and, subject to meeting certain leverage requirements and minimum liquidity thresholds, additional dividends), provided, among other things, no event of default exists or would result therefrom and the Company is in compliance with certain financial covenants contained in the 2020 Credit Agreement. 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 revolving credit facility matures on April 21, 2025. The Company’s debt balances are detailed below: December 31, (in thousands) 2020 2019 Revolving credit facility $ 25,000 $ — Revolving credit line (SVB) — 6,000 Term loan facility — 20,000 Equipment financing loan — 5,000 Debt issuance costs — (431) Total debt outstanding $ 25,000 $ 30,569 Less: current portion of long-term debt 25,000 11,000 Long-term debt $ — $ 19,569 The Company records debt issuance costs on the revolving credit facility in prepaid and other current assets, net in the accompanying consolidated balance sheet as of December 31, 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 consolidated balance sheet as of December 31, 2019. Debt issuance costs, net of amortization, totaled $1.1 million and $0.4 million as of December 31, 2020 and December 31, 2019, respectively. Debt issuance costs are amortized as interest expense over the term of the loan for which amortization of $0.3 million, $0.2 million and $0.1 million was recorded in the years ended December 31, 2020, 2019 and 2018, respectively. In the years ended December 31, 2020, 2019 and 2018, the Company incurred $2.1 million, $2.2 million and $0.9 million, respectively, in interest expense related to its bank credit facilities. In the years ended December 31, 2020, 2019 and 2018, the Company recorded $0.2 million, $0.6 million and $0.2 million, respectively, in interest expense related to the Equipment Loan Facility. As of December 31, 2020, the Company had outstanding borrowings of $25.0 million and had no excess availability under the revolving credit facility. The interest rate on outstanding borrowings at December 31, 2020 was 3.5%. The Company exceeded the maximum permitted total leverage ratio financial covenant in the 2020 Credit Agreement for the fiscal quarter and year ended December 31, 2020. Subsequent to the year ended December 31, 2020, on February 25, 2021, the Company paid down the outstanding borrowings and had no borrowings outstanding under the revolving credit facility. Subsequent to the year ended December 31, 2020, concurrent with the Company’s execution of the campus headquarters lease, as a security deposit, the Company delivered to the landlord a letter of credit under the revolving credit facility in the amount of $12.5 million. See Note 14 . Amended and Restated Loan and Security Agreement As of December 31, 2019, the Company had $6.0 million and $20.0 million in borrowings on the revolving credit facility and term loan facility, respectively, with Silicon Valley Bank (collectively, the “SVB Credit Facilities”) and had no availability to borrow under these facilities. Concurrently with the effectiveness of the 2020 Credit Agreement, on April 21, 2020, the Company terminated the SVB Credit Facilities. The Company was in compliance with the financial covenants in the SVB Credit Facilities at the time of termination. Equipment Loan Facility The Company had $5.0 million in borrowings outstanding as of December 31, 2019 under the equipment loan facility with Structural Capital Investments II, LP, as Lender, and Ocean II, PLC, LLC, as collateral agent and administrative agent (the “Equipment Loan Facility”). Concurrently with the effectiveness of the 2020 Credit Agreement, on April 21, 2020, the Company terminated the Equipment Loan Facility.The Company was in compliance with the financial covenants contained in the Equipment Loan Facility at the time of termination. Stock Warrant Liability In connection with its financing arrangements, the Company issued warrants to purchase shares of its convertible preferred stock. For one of the financing arrangements, the Company issued warrants to purchase 121,694 shares of Series B convertible preferred stock at an exercise price of $1.07 per share. For a separate financing arrangement, the Company issued warrants to purchase 39,073 shares of Series E convertible preferred stock at an exercise price of $3.68 per share. In connection with the Company’s refinancing of its credit facilities with SVB, the Company issued to SVB and its affiliates warrants to purchase an aggregate of 60,002 shares of its common stock at an exercise price of $3.00 per share. Upon the closing of the IPO, the warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for a total of 160,767 shares of common stock at the same respective exercise price per share. Subsequent to the closing of the IPO, all outstanding warrants to purchase shares of common stock were cashless exercised and no warrants were outstanding as of December 31, 2020 and 2019. See Note 2 for further information on the warrant liabilities. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) and Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) and Convertible Preferred Stock | Stockholders’ Equity (Deficit) and Convertible Preferred Stock Upon the closing of the IPO, all outstanding shares of the Company’s convertible preferred stock automatically converted into 41,562,111 shares of common stock on a one-for-one basis. On May 6, 2019, the Company filed a Restated Certificate of Incorporation authorizing the Company to issue 500,000,000 shares of common stock, $0.0001 par value per share, and $500,000 shares of undesignated preferred stock, $0.0001 par value per share, with rights and preferences determined by the Company’s Board of Directors at the time of issuance of such shares. On August 5, 2019, the Company completed its Secondary Offering of common stock, in which it sold 250,000 shares of common stock, $0.0001 par value. As of December 31, 2020, the Company had 62,820,351 shares of common stock issued and outstanding. As of December 31, 2019, the Company had 61,576,494 shares of common stock 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 | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation On April 11, 2011, the Company’s stockholders approved the 2011 Equity Incentive Plan (“2011 Plan”), and most recently amended the 2011 Plan on April 10, 2019. The 2011 Plan was amended, restated and re-named the 2018 Equity Incentive Plan (“2018 Plan”), which became effective as of April 30, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The remaining shares available for issuance under the 2011 Plan were added to the shares reserved for issuance under the 2018 Plan. The 2018 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units, and performance shares to the Company’s employees, directors, and consultants. As of December 31, 2020, the maximum aggregate number of shares that may be issued under the 2018 Plan was 16,626,877 shares of the Company’s common stock. In addition, the number of shares reserved for issuance under the 2018 Plan will be increased automatically on the first day of each fiscal year beginning with the 2020 fiscal year, by a number equal to the least of: (i) 2,144,521 shares; (ii) 4.0% of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such number of shares determined by the Company’s Board of Directors. As of January 1, 2021, the maximum aggregate number of shares that may be issued under the 2018 Plan increased to 18,771,398 shares. The 2018 Plan may be amended, suspended or terminated by the Company’s Board of Directors at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the 2018 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Company’s Board of Directors, the 2018 Plan will automatically terminate on November 14, 2028. The following table summarizes the shares available for grant under the 2018 Plan: Shares Available for Grant Balance - December 31, 2019 3,297,638 Authorized 2,144,521 Granted (512,945) Shares withheld to cover taxes 16,742 Forfeited 75,314 Balance - December 31, 2020 5,021,270 As of December 31, 2020 and 2019, there were 4,218,278 and 5,170,976 shares, respectively, issuable under stock options outstanding, 275,989 and 149,004 shares, respectively, issuable under unvested RSUs outstanding, 7,127,079 and 5,864,738 shares, respectively, issued for stock option exercises, RSU settlement, and restricted stock grants. Stock Options Following are the assumptions used in the Black-Scholes valuation model for options granted during the periods shown below: Year Ended December 31, 2020 2019 2018 Risk-free interest rate 1.3% 2.3% 2.8% Average expected term (years) 7.0 6.1 5.8 Expected volatility 55.0% 55.0% 55.0% Dividend yield — — — • Risk-Free Interest Rate: The yield on actively traded non-inflation indexed US Treasury notes with the same maturity as the expected term of the underlying options was used as the average risk-free interest rate. • Expected Term: As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the Company’s expected term is based on the simplified method, generally calculated as the mid-point between the vesting date and the end of the contractual term. • Expected Volatility: As the Company has only been a public entity since May 2, 2019, there is not a substantive share price history to calculate volatility and, as such, the Company has elected to use an approximation based on the volatility of other comparable public companies, which compete directly with the Company, over the expected term of the options. • Dividend Yield: The Company has not issued regular dividends on common shares in the past nor does the Company expect to issue dividends in the future. Forfeiture Rate: The Company estimates the forfeiture rate at the time of grant based on past awards canceled, the number of awards granted, and vesting terms and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The cumulative effect on current and prior periods of a change in the estimated number of awards likely to vest is recognized in compensation cost in the period of the change. The 2018 Plan generally provides that the Board of Directors may set the vesting schedule applicable to grants approved under the 2018 Plan. The Company has not granted equity awards with performance-based vesting conditions. Option grants to new employees in 2020 generally 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 2020 generally vest monthly over a 48-month period, subject to continued employment through the vesting date. Option grants in 2019 generally 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 stock option grant to one executive officer on August 1, 2019 vests monthly over a 48-month period. The stock option grant to another executive officer on October 31, 2019 begins vesting on the second anniversary of the vesting commencement date and vests monthly thereafter over a 24-month period. Options granted in the year ended December 31, 2018 and prior have a variety of different vesting schedules and have a contractual life of 10 years. The following table summarizes the Company’s stock option activity during the period from December 31, 2017 through December 31, 2020: Number Weighted Weighted Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2017 4,207,029 $ 0.88 7.2 $ 8,936 Granted 2,136,012 $ 6.49 — $ — Exercised (1,139,962) $ 1.20 — $ 5,722 Cancelled/Forfeited (82,786) $ 2.03 — $ — Outstanding at December 31, 2018 5,120,293 $ 3.13 7.3 $ 81,371 Granted 1,571,925 $ 39.01 — $ — Exercised (1,429,756) $ 1.87 — $ 121,591 Cancelled/Forfeited (91,486) $ 9.33 — $ — Outstanding at December 31, 2019 5,170,976 $ 14.28 7.5 $ 329,879 Granted 268,193 $ 99.74 — $ — Exercised (1,163,374) $ 7.75 — $ 132,935 Cancelled/Forfeited (57,517) $ 37.14 — $ — Outstanding at December 31, 2020 4,218,278 $ 21.20 6.6 $ 443,595 Vested and exercisable at December 31, 2020 2,634,631 $ 9.74 5.7 $ 305,890 Vested and expected to vest at December 31, 2020 3,869,597 $ 18.26 6.5 $ 417,857 __________ (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. Aggregate intrinsic value of shares outstanding at the beginning and end of the reporting period is calculated as the difference between the value of common stock on the beginning and end dates, respectively, and the exercise price multiplied by the number of shares outstanding. During the years ended December 31, 2020, 2019 and 2018, the Company recorded in aggregate $13.1 million, $6.3 million and $1.5 million, respectively, of share-based compensation expense related to options. The share-based compensation expense is included in cost of goods sold, research and development expenses and SG&A expenses in the Company’s consolidated statements of operations. As of December 31, 2020, there was $16.4 million in unrecognized compensation expense related to nonvested stock option awards which is expected to be recognized over a weighted average period of 2.0 years. Restricted Stock Units RSU grants to new employees in 2020 and 2019 generally 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 2020 include fully vested RSUs granted to an executive officer issued in settlement of the obligation discussed in Note 10 under Share-Settled Obligation . RSU grants to continuing employees in 2020 and 2019 vest quarterly over 16 quarters, subject to continued employment through the vesting date. RSU grants to non-employee directors in 2020 vest monthly over 12 months, subject to continued service through the vesting date. RSU grants to consultants and brand ambassadors in 2020 have a variety of different vesting schedules. The following table summarizes the Company’s RSU activity from January 1, 2019 through December 31, 2020: Number of Units Weighted Unvested at January 1, 2019 — $ — Granted 173,196 $ 126.29 Vested (23,552) $ 84.84 Cancelled/Forfeited (640) $ — Unvested at December 31, 2019 149,004 $ 132.73 Granted 244,752 $ 109.61 Vested (99,970) $ 127.71 Cancelled/Forfeited (17,797) $ — Unvested at December 31, 2020 275,989 $ 114.99 During the years ended December 31, 2020, 2019 and 2018, the Company recorded in aggregate $9.8 million, $3.7 million, and $0, respectively, of share-based compensation expense related to RSUs. The share-based compensation expense is included in cost of goods sold, research and development expense and SG&A expenses in the Company’s consolidated statements of operations. As of December 31, 2020, there was $14.9 million in unrecognized compensation expense related to nonvested RSUs which is expected to be recognized over a weighted average period of 1.8 years. Share-Settled Obligation Share-based compensation expense in 2020 and 2019 includes $3.0 million and $1.0 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 with the Company. The share-based compensation expense related to this share-settled obligation is included in SG&A expenses in the Company’s consolidated statements of operations. Financing activities in the statement of cash flows for the year ended December 31, 2020 includes a $3.0 million noncash reclassification of the share-settled obligation from other current liabilities to additional paid-in capital. The Company is obligated to deliver a variable number of shares based on a fixed monetary amount on the first annual anniversary of the executive officer’s commencement date and on each quarterly anniversary thereafter through the second annual anniversary. 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 in each of the Company’s consolidated balance sheets as of December 31, 2020 and 2019 in the amount of $1.0 million. As of December 31, 2020, there was $2.5 million in unrecognized compensation expense related to this share-settled obligation which is expected to be recognized over 0.7 years. In the fourth quarter of 2020, the first annual award related to this obligation was earned, and the Company delivered to this executive officer 23,666 fully vested RSUs with a settlement date fair value of $3.0 million. Restricted Stock to Nonemployees In 2020, the Company issued no restricted stock. In April 2019, the Company’s Board of Directors approved the issuance of 99,433 shares of restricted stock with a fair value of $20.02 per share and a purchase price of $0.01 per share to nonemployees serving as the Company’s brand ambassadors. The Company has the right to repurchase the unvested shares upon a voluntary or involuntary termination of a brand ambassador’s service; however, as shares vest monthly over 24 months, they are being released from the repurchase option and all such shares will be released from the repurchase option by May 18, 2021. In October 2018, the Company’s Board of Directors approved the issuance of 135,791 shares of restricted stock with a fair value of $17.03 per share and a purchase price of $0.02 per share to nonemployees serving as the Company’s brand ambassadors. The Company had the right to repurchase the unvested shares upon a voluntary or involuntary termination of a brand ambassador’s service; however, as shares vested monthly over 12 to 24 months, they were released from the repurchase option and all such shares were released from the repurchase option by November 1, 2020. The following table summarizes the Company’s restricted stock activity: Number Weighted Weighted Unvested at December 31, 2017 — — $ — Granted 135,791 — $ 17.03 Vested/Released (35,664) — $ 17.03 Cancelled/Forfeited — — $ — Unvested at December 31, 2018 100,127 1.6 $ 17.03 Granted 99,433 — $ 20.02 Vested/Released (87,239) — $ 19.21 Cancelled/Forfeited (23,333) — $ — Unvested at December 31, 2019 88,988 1.2 $ 19.49 Granted — — $ — Vested/Released (76,804) — $ 19.97 Cancelled/Forfeited — — $ — Unvested at December 31, 2020 12,184 0.3 $ 20.02 As of December 31, 2020, 12,184 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 2020, 2019 and 2018, the Company recorded in aggregate $1.4 million, $1.8 million, and $0.7 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 consolidated statements of operations. As of December 31, 2020, there was $0.2 million in unrecognized compensation expense related to nonvested restricted stock, which is expected to be recognized over 0.3 years. Employee Stock Purchase Plan On November 15, 2018, the Company’s Board of Directors adopted its 2018 Employee Stock Purchase Plan (“2018 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on April 30, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2018 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2018 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component for non-U.S. employees and certain non-U.S. service providers. As of December 31, 2020, the Company has reserved 1,340,325 shares of common stock for issuance under the 2018 ESPP. In addition, the number of shares reserved for issuance under the 2018 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years, starting with the 2020 fiscal year, by a number equal to the least of: (i) 536,130 shares; (ii) 1.0% of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Company’s Board of Directors. As of January 1, 2021, the maximum aggregate number of shares that may be issued under the 2018 ESPP increased to 1,876,455 shares. 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 | 12 Months Ended |
Dec. 31, 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 . Subsequent to the year ended December 31, 2020, on January 14, 2021, the Company entered into 12-year lease with two renewal options, to house the Company’s corporate headquarters, lab and innovation space in El Segundo, California. See Note 14 . China Investment and Lease Agreement On September 22, 2020, the Company and BYND JX entered into an investment agreement with the Administrative Committee (the “JX Committee”) of the Jiaxing Economic & Technological Development Zone (the “JXEDZ”) pursuant to which, among other things, BYND JX has agreed to make certain investments in the JXEDZ in two phases of development, and the Company has agreed to guarantee certain repayment obligations of BYND JX under such agreement. During Phase 1, the Company has agreed to invest $10.0 million in the JXEDZ through an intercompany investment in BYND JX and BYND JX has agreed to lease a facility in the JXEDZ in return for certain subsidies, rewards and other preferential rights granted by the JX Committee and its affiliates. In connection with such agreement, BYND JX entered into a factory leasing contract on September 11, 2020 with an affiliate of the JX Committee, pursuant to which BYND JX has agreed to lease and renovate a facility in the JXEDZ for a minimum of two (2) years. Renovations in the leased facility commenced at the end of 2020 with trial production expected in the first quarter of 2021 and full-scale end-to-end production expected by the end of the second quarter of 2021. In the event that the Company and BYND JX determine, in their sole discretion, to proceed with the Phase 2 development in the JXEDZ, BYND JX has agreed in the first stage of Phase 2 to invest $30.0 million to acquire the land use right to a state-owned land plot in the JXEDZ to conduct development and construction of a new production facility. Following the first stage of Phase 2, the Company and BYND JX may determine, in their sole discretion, to permit BYND JX to invest an additional $10.0 million to obtain a second state-owned land plot in the JXEDZ in order to construct an additional facility thereon. Each of the land use rights acquired during Phase 2 (if any) will be valid for fifty (50) years. 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 December 31, 2020, the Company had committed to purchase pea protein inventory totaling $141.9 million, approximately $83.4 million in 2021 and $58.5 million in 2022. In addition, as of December 31, 2020, the Company had approximately $19.5 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 claims alleging that those individuals were involved in the alleged fraudulent 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. On January 28, 2021, Don Lee Farms filed a motion for summary adjudication on its breach of contract and money owed claims and on Beyond Meat’s breach of contract claims. The trial judge has yet to determine the merits of this motion, and the hearing is currently scheduled for April 16, 2021. On February 18, 2021, Don Lee Farms and Donald, Daniel and Brandon Goodman filed a motion for summary adjudication on Beyond Meat’s fraud, negligent misrepresentation, and conversion claims. The trial judge has yet to determine the merits of these motions, and the hearing is currently scheduled for May 7, 2021. On February 16, 2021, the Court entered an order consolidating this action with an action that Don Lee Farms filed against CLW Foods, LLC, a current Beyond Meat contract manufacturer. On February 22, 2021, CLW Foods, LLC requested a continuance of the trial date. The previous trial date, June 14, 2021, was continued. Trial is currently set for September 27, 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 (“FAC”) was filed on July 1, 2020. The FAC 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. On October 8, 2020, the Court entered an opinion and order granting defendants’ motion to dismiss with leave to amend. Plaintiffs did not file an amended complaint by the deadline set by the Court. As a result, on October 27, 2020, the Court entered an order dismissing the action with prejudice, except for the class allegations of absent putative class members, which were dismissed without prejudice. The dismissal is final, and the appeal period has now expired. 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. The Company believes the claims are without merit and intends to vigorously defend all claims asserted. 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. The Company believes the claims are without merit and intends to vigorously defend all claims asserted. 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. On November 9, 2020, Plaintiff filed a Notice of Voluntary Dismissal without prejudice and without costs or attorney fees to either party. 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 | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes was as follows: (in thousands) Year Ended December 31, Current: 2020 2019 2018 Federal $ — $ — $ — State 72 9 1 $ 72 $ 9 $ 1 Deferred: Federal $ — $ — $ — State — — — $ — $ — $ — Provision for income tax $ 72 $ 9 $ 1 The Company has provided a 100% valuation allowance on its deferred tax assets. Provision for income taxes in 2020, 2019 and 2018 is primarily for taxes payable to the states. A reconciliation of income tax expense from continuing operations to the amount computed by applying the statutory federal income tax rate to the net loss from continuing operations is summarized as follows: Year Ended December 31, (in thousands) 2020 2019 2018 U.S. income tax at federal statutory rate $ (11,063) $ (2,611) $ (6,276) State income tax, net of federal benefits (1,962) (2,550) (1,072) Foreign rate differential (54) — — Stock warrant liability — 2,626 — Share-based compensation (21,007) (21,236) (615) Research and development credits (10) (8) (6) Return to provision and other — — 29 Change in tax rates 2,989 73 668 Other 529 (98) 363 Change in valuation allowance 30,650 23,813 6,910 Provision for income tax $ 72 $ 9 $ 1 Significant components of the Company's deferred tax assets and liabilities as of December 31, 2020, and 2019 are shown below. A valuation allowance has been recorded to offset the net deferred tax assets as of December 31, 2020 and 2019, as the realization of such assets does not meet the more-likely-than-not threshold. December 31, (in thousands) 2020 2019 Deferred Tax Assets: Net operating loss (NOL) $ 78,464 $ 50,663 Intangibles 1,495 1,252 Share-based compensation 3,295 2,704 Interest 311 — Inventory reserve 2,262 1,509 Other 2,024 204 Total gross deferred tax assets 87,851 56,332 Deferred Tax liabilities: Property, plant and equipment 1,773 904 Other — — Total gross deferred tax liabilities 1,773 904 Valuation allowance 86,078 55,428 Net deferred tax assets (liabilities) $ — $ — As of December 31, 2020, and 2019, management assessed the realizability of deferred tax assets and evaluated the need for an amount of a valuation allowance for deferred tax assets on a jurisdictional basis. This evaluation utilizes the framework contained in ASC 740, Income Taxes, pursuant to which management analyzed all positive and negative evidence available at the balance sheet date to determine whether all or some portion of the deferred tax assets will not be realized. Under this guidance, a valuation allowance must be established for deferred tax assets when it is more likely than not (a probability level of more than 50%) that they will not be realized. In concluding on the evaluation, management placed significant emphasis on guidance in ASC 740, which states that “a cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome.” Based upon available evidence, it was concluded on a more-likely-than-not basis that certain deferred tax assets were not realizable as of December 31, 2020. Accordingly, a valuation allowance of $86.1 million has been recorded to offset these deferred tax assets. The change in valuation allowance for the year ended December 31, 2020 from 2019 was an increase of $30.7 million. As of December 31, 2019, the Company has accumulated federal and state net operating loss carryforwards of approximately $209.5 million and $143.8 million, respectively. As of December 31, 2020, the Company has accumulated federal, state and foreign net operating loss carryforwards of approximately $344.2 million, $92.5 million and $1.3 million, respectively. Approximately $252.4 million of the federal net operating losses do not expire and the remaining federal, state and foreign tax loss carryforwards begin to expire in 2031, 2032 and 2025 respectively, unless previously utilized. Pursuant to Internal Revenue Code (IRC) Sections 382 and 383, annual use of the Company's net operating loss (NOLs) and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has completed a section 382 analysis through December 31, 2019 and concluded ownership changes occurred in 2011, 2013 and 2015. However, these ownership changes are not expected to result in a material limitation on future use of the Company’s NOLs and credit carryforwards generated prior to these ownership changes pursuant. Changes may have occurred in 2020 and may occur in the future that could limit the Company's ability to utilize tax attributes. Any adjustment to the Company's tax attributes as a result of such ownership changes will result in a corresponding decrease to the valuation allowance recorded against the Company's deferred tax assets. The following table summarizes the activity related to the Company’s gross unrecognized tax benefits at the beginning and end of the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Gross unrecognized tax benefits at the beginning of the year $ 3,336 $ 1,846 Increases related to current year positions 2,063 1,695 Increases/Decreases related to prior year positions — (205) Gross unrecognized tax benefits at the end of the year $ 5,399 $ 3,336 As of December 31, 2020 and 2019, the Company had $4.9 million and $3.1 million, respectively, of unrecognized tax benefits from research and development tax credits, none of which, if recognized, would affect the Company’s effective tax rate. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the years ended December 31, 2020, 2019 and 2018, interest and penalties recognized were insignificant. The Company does not expect any significant increases or decreases to its unrecognized tax benefits within the next 12 months. The Company files U.S. federal and state income tax returns in jurisdictions with varying statute of limitations. The Company’s tax years from 2011 (inception) are subject to examination by the United States and state authorities due to the carry forward of unutilized net operating losses and research and development credits. With respect to the income of its foreign subsidiaries, The Company takes the position that the undistributed earnings of its foreign subsidiaries are permanently invested in that jurisdiction. As a result, |
Net Loss Per Share Available to
Net Loss Per Share Available to Common Stockholders (“EPS”) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Available to Common Stockholders (“EPS”) | Net Loss Per Share Available to Common Stockholders (“EPS”) 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. See Note 2 . Computation of EPS for the year ended December 31, 2020 and 2019 excludes the dilutive effect of 4,218,278 and 5,170,976 shares issuable under stock options, respectively, and 275,989 and 149,004 RSUs, respectively, because the Company incurred a net loss and their inclusion would have been antidilutive. Computation of EPS for the year ended December 31, 2020 and 2019 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 EPS for the year ended December 31, 2018 excludes the dilutive effect of 5,120,293 shares issuable under stock options because the Company incurred a net loss and their inclusion would have been antidilutive. (in thousands, except share and per share amounts) Year Ended December 31, 2020 2019 2018 Numerator: Net loss available to common stockholders $ (52,752) $ (12,443) $ (29,886) Denominator: Weighted average common shares outstanding—basic 62,290,445 42,274,777 6,287,172 Dilutive effect of stock equivalents resulting from stock options, RSUs, common stock warrants, preferred stock warrants and convertible preferred stock (as converted) — — — Weighted average common shares outstanding—diluted 62,290,445 42,274,777 6,287,172 Net loss per share available to common stockholders—basic and diluted $ (0.85) $ (0.29) $ (4.75) The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share available to common stockholders for the periods presented because the impact of including them would have been antidilutive: Year Ended December 31, 2020 2019 2018 Options to purchase common stock 4,218,278 5,170,976 — Restricted stock units 275,989 149,004 — Convertible preferred stock (as converted) — — 39,953,983 Preferred stock warrants — — 160,767 Total 4,494,267 5,319,980 40,114,750 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events El Segundo Campus Lease On January 14, 2021, the Company entered into a Lease (the “Lease”) with HC Hornet Way, LLC, a Delaware limited liability company (the “Landlord”), to house the Company’s headquarters offices, lab and innovation space (the “Headquarters”) in El Segundo, California. The initial term of the Lease is twelve (12) years, with two (2) renewal options, each for a period of five (5) years. Under the terms of the Lease, the Company will lease an aggregate of approximately 281,110 rentable square feet in a portion of a building located at 888 Douglas Street, El Segundo, California (the “Premises”), to be built out by Landlord and delivered to the Company in three phases (each, a “Phase”) over a 26-month period. Aggregate payments towards base rent for the Premises over the term of the lease will be approximately $159.3 million. The Company will recognize the lease assets and liabilities for each Phase when the Landlord makes the underlying asset for each Phase available to the Company. Concurrent with the Company’s execution of the Lease, as a security deposit, the Company delivered to the Landlord a letter of credit in the amount of $12.5 million. Joint Venture with PepsiCo On January 26, 2021 PepsiCo, Inc. and the Company announced the formation of The PLAN e |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited) The following table presents selected unaudited quarterly financial data for each full quarterly period of 2020 and 2019: (in thousands) Mar. 30, Jun. 29, Sep. 28, Dec. 31, Mar. 30, Jun. 27, Sep. 26, Dec. 31, Net revenues $ 40,206 $ 67,251 $ 91,961 $ 98,479 $ 97,074 $ 113,338 $ 94,436 $ 101,937 Cost of goods sold 29,435 44,510 59,178 65,018 59,383 79,687 68,908 76,532 Gross profit 10,771 22,741 32,783 33,461 37,691 33,651 25,528 25,405 Gross margin 26.8 % 33.8 % 35.6 % 34.0 % 38.8 % 29.7 % 27.0 % 24.9 % Research and development expenses 4,498 4,212 5,951 5,989 6,194 6,016 8,278 11,047 Selling, general and administrative expenses 11,177 15,515 20,944 27,090 27,315 34,292 33,560 38,488 Restructuring expenses 394 847 2,319 1,309 2,373 1,509 2,146 402 Total operating expenses 16,069 20,574 29,214 34,388 35,882 41,817 43,984 49,937 (Loss) income from operations (5,298) 2,167 3,569 (927) 1,809 (8,166) (18,456) (24,532) Other (expense) income: Interest expense (733) (741) (855) (742) (705) (569) (689) (613) Remeasurement of warrant liability (759) (11,744) — — — — — — Other, net 141 898 1,385 1,205 710 (1,454) (85) 70 Total other (expense) income, net (1,351) (11,587) 530 463 5 (2,023) (774) (543) (Loss) income before taxes (6,649) (9,420) 4,099 (464) 1,814 (10,189) (19,230) (25,075) Income tax expense (benefit) — 21 — (12) (1) 16 55 2 Net (loss) income $ (6,649) $ (9,441) $ 4,099 $ (452) $ 1,815 $ (10,205) $ (19,285) $ (25,077) Net (loss) income per share available to common stockholders: Basic $ (0.95) $ (0.24) $ 0.07 $ (0.01) $ 0.03 $ (0.16) $ (0.31) $ (0.40) Diluted $ (0.95) $ (0.24) $ 0.06 $ (0.01) $ 0.03 $ (0.16) $ (0.31) $ (0.40) ______________ (1) The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of rounding and changes in the number of weighted-average shares outstanding for each period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and include the accounts of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated. |
Fiscal Year | Fiscal Year The Company operates on a fiscal calendar year, and each interim quarter is comprised of one 5-week period and two 4-week periods, with each week ending on a Saturday. The Company’s fiscal year |
Segment Information | Segment Information The Company has one operating segment and one reportable segment, as the Company’s chief operating decision maker, who is the Company’s Chief Executive Officer, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. |
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; the valuation of the fair value of stock options used to determine share-based compensation expense; and the valuation of the fair value of common stock and preferred stock used in the remeasurement of warrants and liabilities. 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 financial statements. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes unrealized gains (losses) on the Company’s foreign currency translation adjustments for the year ended December 31, 2020. During the years ended December 31, 2019 and 2018, the Company had no foreign operations, and as a result, comprehensive loss was equal to net loss for the years ended December 31, 2019 and 2018. Income taxes on the unrealized losses are not material. |
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 income 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 income. 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 December 31, 2020 and 2019. other than the liability classified share-settled obligation to one of the Company’s executive officers as discussed in Note 10 which represents a Level 1 financial instrument. 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. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 for 2020, 2019 or 2018. The key assumptions used in the Black-Scholes option-pricing model for the valuation of the preferred stock warrant liability upon re-measurement were as follows: Year Ended December 31, 2018 Expected term (in years) 2.0 Fair value of underlying shares $19.02 Volatility 55.0% Risk-free interest rate 2.48% Dividend yield — Generally, increases or decreases in the fair value of the underlying convertible preferred stock or common stock would result in a directionally similar impact in the fair value measurement of the associated warrant liability. The following table sets forth a summary of the changes in the fair value of the preferred and common stock warrant liabilities: Year Ended December 31, 2019 (in thousands) Beginning balance $ 1,918 Fair value of warrants issued during the period — Change in fair value of warrant liability 12,503 Reclassification of warrant liability to additional paid-in capital in connection with the IPO (14,421) Ending balance $ — |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains cash balances at two financial institutions in the United States. The cash balances may, at times, exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation or FDIC up to $250,000. The Company considers all highly liquid investments with original maturity dates of 90 days or less to be cash equivalents. Cash equivalents comprise of approximately 80% in demand deposits and approximately 20% in money market accounts. |
Accounts Receivable | Accounts ReceivableThe Company records accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any anticipated losses on the accounts receivable balances and recorded in allowance for doubtful accounts. Allowance for doubtful accounts is calculated based on the Company’s history of write-offs, level of past due accounts, and relationships with and economic status of the Company’s distributors or customers. |
Inventories and Cost of Goods Sold | Inventories and Cost of Goods SoldInventories are recorded at lower of cost or net realizable value. The Company accounts for inventory using the weighted average cost method. In addition to product cost, inventory costs include expenditures such as direct labor and certain supply and overhead expenses including in-bound shipping and handling costs incurred in bringing the inventory to its existing condition and location. Inventories are comprised primarily of raw materials, direct labor, and overhead costs. Weighted average cost method is used to absorb raw materials, direct labor, and overhead into inventory. The Company reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on historical demand, and the age of the inventory, among other factors. |
Inventories and Cost of Goods Sold | Inventories and Cost of Goods SoldInventories are recorded at lower of cost or net realizable value. The Company accounts for inventory using the weighted average cost method. In addition to product cost, inventory costs include expenditures such as direct labor and certain supply and overhead expenses including in-bound shipping and handling costs incurred in bringing the inventory to its existing condition and location. Inventories are comprised primarily of raw materials, direct labor, and overhead costs. Weighted average cost method is used to absorb raw materials, direct labor, and overhead into inventory. The Company reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on historical demand, and the age of the inventory, among other factors. |
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 |
Accounting for Acquisition | Accounting for Acquisition The Company follows the guidance in ASC 805, Business Combinations , for determining whether an acquisition meets the definition of a business combination or asset acquisition. The acquired assets may include, but are not limited to land, building, building improvements, manufacturing equipment and assembled work force. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, including property and equipment, are reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. When events or circumstances indicate that impairment may be present, management evaluates the probability that future undiscounted net cash flows received will be less than the carrying amount of the asset. If projected future undiscounted cash flows are less than the carrying value of an asset, then such assets are written down to their fair values. |
Deferred Offering Costs | Deferred Offering CostsOffering costs, consisting primarily of legal, accounting, printing and filing services, and other direct fees and costs related to the IPO, were capitalized and offset against proceeds from the IPO. |
Stock Warrant Liability | Stock Warrant LiabilityThe Company accounted for freestanding warrants outstanding to purchase shares of its common stock or, prior to its IPO, its convertible preferred stock or common stock, as a liability, as the underlying shares of convertible preferred stock and common stock were contingently redeemable and, therefore, could have obligated the Company to transfer assets at some point in the future. The warrants were recorded at fair value upon issuance and were subject to remeasurement at each balance sheet date. Any change in fair value has been recognized in the statements of operations in total other expense, net. |
Income Taxes | Income Taxes The Company is subject to federal and state income taxes. The Company uses the asset and liability method of accounting for income taxes as set forth in the authoritative guidance for accounting for income taxes. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the respective carrying amounts and tax basis of assets and liabilities. A valuation allowance is established against the portion of deferred tax assets that the Company believes will not be realized on a more likely than not basis. With respect to uncertain tax positions, the Company recognizes in its financial statements those tax positions determined to be more likely than not of being sustained upon examination, based on the |
Leases | Leases The Company leases certain equipment used for research and development and operations under both capital and operating lease agreements. An asset and a corresponding liability for the finance lease obligations are established for the cost of a finance lease. Finance lease assets are included in property, plant and equipment, net in the Company’s consolidated balance sheets. |
Contingencies | Contingencies The Company is subject to a range of claims, lawsuits, and administrative proceedings that arise in the ordinary course of business. The Company accrues a liability (which amount includes litigation costs expected to be incurred) and charges operations for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated, in accordance with the recognition criteria of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 450, Contingencies |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which, along with subsequent ASUs, amended the existing accounting standards for revenue recognition (“Topic 606”). This guidance is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to receive when products are transferred to customers. ASU 2014-09 was effective for the Company beginning January 1, 2019. The majority of the Company’s contracts with customers generally consist of a single performance obligation to transfer promised goods. Based on the Company’s evaluation and review of its contracts with customers, the timing and amount of revenue recognized based on ASU 2014-09 is consistent with the Company’s revenue recognition policy under previous guidance. The Company has therefore concluded that the adoption of ASU 2014-09 did not have a material impact on its financial position, results of operations, or cash flows. 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, the direct-to-consumer order, or the contract with the customer which requires the Company to deliver the requested products at agreed upon prices at the time and location of the customer’s choice. The Company does not offer warranties or a right to return on the products it sells except in the instance of a product recall. Revenue is measured as the amount of consideration the Company expects to receive in exchange for fulfilling the performance obligation. Sales and other taxes the Company collects concurrent with the sale of products are excluded from revenue. The Company's normal payment terms vary by the type and location of its customers and the products offered. The time between invoicing and when payment is due is not significant. None of the Company's customer contracts as of December 31, 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 $3.6 million and $1.6 million as of December 31, 2020 and 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 |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings (loss) per share (“EPS”) represents net income available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS represents net income available to common stockholders divided by the weighted-average number of common shares outstanding, inclusive of the dilutive impact of potential common shares outstanding during the period. Such potential common shares include options, unvested restricted stock, restricted stock units (“RSUs”), contracts classified as assets or liabilities that are required or assumed to be share-settled under the two-class method, warrants and convertible preferred stock. The Company calculates basic and diluted EPS available to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considers all series of convertible preferred stock issued and outstanding prior to the IPO to be participating securities. Under the two-class method, the net loss available to common stockholders was not allocated to the convertible preferred stock as the holders of convertible preferred stock issued and outstanding prior to the IPO did not have a contractual obligation to share in losses. Computation of EPS for the years ended December 31, 2020 and 2019 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. Nonvested restricted stock awards (referred to as participating securities) are excluded from the dilutive impact of common equivalent shares outstanding in accordance with authoritative guidance under the two-class method. The nonvested restricted stockholders are entitled to participate in dividends declared on common stock as if the shares were fully vested and hence nonvested restricted stock shares are deemed to be participating securities. Under the two-class method, net income, but not net loss, available to nonvested restricted stockholders is excluded from net income available to common |
Prepaid Expenses | Prepaid Expenses Prepaid expenses primarily include prepaid rent and insurance, which are expensed in the period to which they relate. |
Selling, General and Administrative Expenses | Selling, General and Administrative (“SG&A”) ExpensesSG&A expenses are primarily comprised of selling, marketing expenses and administrative expenses, share-based compensation, outbound shipping and handling costs, non-manufacturing rent expense, depreciation and amortization expense on non-manufacturing assets and other non-production operating expenses. Selling and marketing expenses include share-based compensation awards to brand ambassadors, advertising costs, costs associated with consumer promotions, product samples and sales aids incurred to acquire new customers, retain existing customers and build brand awareness. Administrative expenses include the expenses related to management, accounting, legal, IT, and other office functions. Advertising costs are expensed as incurred. Advertising costs in the years ended December 31, 2020, 2019 and 2018 were $0.3 million, $0.3 million and $62,000, respectively. Non-advertising related components of the Company’s total marketing expenditures primarily include costs associated with consumer promotions, product sampling, and sales aids, which are also included in SG&A. |
Research and Development | Research and DevelopmentResearch and development costs, which includes enhancements to existing products and new product development, are expensed in the period incurred. Research and development expenses primarily consist of personnel and related expenses for the Company’s research and development staff, including salaries, benefits, bonuses, and share-based compensation, scale-up expenses, and depreciation and amortization expense on research and development assets. |
Share-Based Compensation | Share-Based Compensation The Company measures all share-based compensation cost at the grant date, based on the fair values of the awards that are ultimately expected to vest, and recognizes that cost as an expense in its statements of operations over the requisite service period. The Company estimates the fair value of option awards using the Black-Scholes option valuation model, which requires management to make certain assumptions for estimating the fair value of stock options at the date of grant including the fair value and projected volatility of the underlying common stock and the expected term of the award. The |
Employee Benefit Plan | Employee Benefit PlanOn January 1, 2017 the Company initiated a 401(k) retirement saving plan (“401-K Plan”) for the benefit of eligible employees. Under terms of this plan, eligible employees are able to make contributions of their wages on a tax-deferred basis. |
Restructuring Plan | Restructuring Plan The Company accounts for exit or disposal of activities in accordance with ASC 420, Exit or Disposal Cost Obligations. The Company defines a business restructuring as an exit or disposal activity that includes but is not limited to a program which is planned and controlled by management and materially changes either the scope of a business or the manner in which that business is conducted. Business restructuring charges may include (i) contract termination costs and (ii) other related costs associated with exit or disposal activities. |
Recently Adopted and New Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued 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 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 consolidated statements of operations over the lease term. The Company elected to separate the lease and non-lease components on all new or modified operating leases for the co-manufacturing class of assets for the purpose of recording operating lease right-of-use assets and operating lease liabilities and to combine lease and non-lease components on all new or modified operating leases into a single lease component for all other 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 In 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) exception 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 tax laws in interim periods. For public business entities, the amendments in ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for public business entities for periods for which financial statements have not yet been issued. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. ASU 2019-12 is effective for the Company beginning on January 1, 2021. Adoption of ASU 2019-12 is not expected to result in any material changes to the way the tax provision is prepared and is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows. In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”), Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"). The amendments in ASU 2020-06 simplify accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share ("EPS") and the treasury stock method will no longer be available. ASU 2020-06 is effective for interim and annual reporting periods beginning after December 15, 2021, with early adoption permitted. The Company will evaluate the impact of ASU 2020-06 on the Company's financial position, results of operations or cash flows, if applicable. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of fair value valuation | The key assumptions used in the Black-Scholes option-pricing model for the valuation of the preferred stock warrant liability upon re-measurement were as follows: Year Ended December 31, 2018 Expected term (in years) 2.0 Fair value of underlying shares $19.02 Volatility 55.0% Risk-free interest rate 2.48% Dividend yield — |
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: Year Ended December 31, 2019 (in thousands) Beginning balance $ 1,918 Fair value of warrants issued during the period — Change in fair value of warrant liability 12,503 Reclassification of warrant liability to additional paid-in capital in connection with the IPO (14,421) Ending balance $ — |
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 December 31, (in thousands) 2020 2019 Manufacturing equipment $ 62,521 $ 37,939 Research and development equipment 12,342 8,933 Leasehold improvements 9,277 7,620 Building 12,569 — Finance leases 212 1,108 Software 402 274 Furniture and fixtures 614 433 Vehicles 377 210 Land 3,995 — Assets not yet placed in service 46,148 11,666 Total property, plant and equipment $ 148,457 $ 68,183 Less: accumulated depreciation and amortization 33,158 20,709 Property, plant and equipment, net $ 115,299 $ 47,474 |
Summary 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 (1) 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 ____________ (1) Includes net revenues from direct-to-consumer sales. The following table presents the Company’s net revenues by channel: Year Ended December 31, 2020 2019 2018 (in thousands) U.S.: Retail $ 264,111 $ 129,383 $ 49,772 Foodservice 60,763 70,372 20,717 U.S. net revenues 324,874 199,755 70,489 International: Retail 36,472 15,426 1,007 Foodservice 45,439 82,716 16,438 International net revenues 81,911 98,142 17,445 Net revenues $ 406,785 $ 297,897 $ 87,934 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Components of lease | (in thousands) Statement of Operations Location Year Ended December 31, 2020 Operating lease cost: Lease cost Cost of goods sold $ 1,570 Lease cost Research and development expenses 621 Lease cost Selling, general and administrative expenses 569 Variable lease cost (1) Cost of goods sold 17 Operating lease cost $ 2,777 Short-term lease cost Selling, general and administrative expenses $ 311 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 75 Interest on lease liabilities Interest expense 13 Finance lease cost $ 88 Total lease cost $ 3,176 ____________ (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: December 31, 2020 Operating Leases Finance Leases Weighted average remaining lease term (years) 6.6 3.2 Weighted average discount rate 2.7 % 5.3 % |
Schedule of supplemental balance sheet information | Supplemental balance sheet information as of December 31, 2020 related to leases are as follows: (in thousands) Balance Sheet Location December 31, 2020 Assets Operating leases Operating lease right-of-use assets $ 14,570 Finance leases, net Property, plant and equipment, net 212 Total lease assets $ 14,782 Liabilities Current: Operating lease liabilities Current portion of operating lease liabilities $ 3,095 Finance lease liabilities Current portion of finance lease liabilities 71 Long-term: Operating lease liabilities Operating lease liabilities, net of current portion 11,793 Finance lease liabilities Finance lease obligations and other long-term liabilities 149 Total lease liabilities $ 15,108 |
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 December 31, 2020: December 31, 2020 (in thousands) Operating Leases Finance Leases 2021 $ 3,455 $ 80 2022 3,290 70 2023 2,703 58 2024 1,662 30 2025 1,301 — Thereafter 3,914 — Total undiscounted future minimum lease payments 16,325 238 Less imputed interest (1,437) (18) Total discounted future minimum lease payments $ 14,888 $ 220 |
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 December 31, 2020: December 31, 2020 (in thousands) Operating Leases Finance Leases 2021 $ 3,455 $ 80 2022 3,290 70 2023 2,703 58 2024 1,662 30 2025 1,301 — Thereafter 3,914 — Total undiscounted future minimum lease payments 16,325 238 Less imputed interest (1,437) (18) Total discounted future minimum lease payments $ 14,888 $ 220 |
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: December 31, 2019 (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: December 31, 2019 (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 |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of asset acquisition | The following table details the purchase price allocation of the acquired assets based on their relative fair values as of the acquisition date: (in thousands) Manufacturing equipment $ 1,273 Building 9,576 Land 2,774 Assembled workforce (1) 1,859 Total $ 15,482 _____________ (1) Assembled workforce is recorded in Other non-current assets, net in the consolidated balance sheet and will be amortized over an estimated useful life of approximately 2.0 years. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of major classes of inventory | Major classes of inventory were as follows: December 31, (in thousands) 2020 2019 Raw materials and packaging $ 83,702 $ 36,884 Work in process 12,887 17,958 Finished goods 25,128 26,754 Total $ 121,717 $ 81,596 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, (in thousands) 2020 2019 Manufacturing equipment $ 62,521 $ 37,939 Research and development equipment 12,342 8,933 Leasehold improvements 9,277 7,620 Building 12,569 — Finance leases 212 1,108 Software 402 274 Furniture and fixtures 614 433 Vehicles 377 210 Land 3,995 — Assets not yet placed in service 46,148 11,666 Total property, plant and equipment $ 148,457 $ 68,183 Less: accumulated depreciation and amortization 33,158 20,709 Property, plant and equipment, net $ 115,299 $ 47,474 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt balances | The Company’s debt balances are detailed below: December 31, (in thousands) 2020 2019 Revolving credit facility $ 25,000 $ — Revolving credit line (SVB) — 6,000 Term loan facility — 20,000 Equipment financing loan — 5,000 Debt issuance costs — (431) Total debt outstanding $ 25,000 $ 30,569 Less: current portion of long-term debt 25,000 11,000 Long-term debt $ — $ 19,569 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of shares available for grant | The following table summarizes the shares available for grant under the 2018 Plan: Shares Available for Grant Balance - December 31, 2019 3,297,638 Authorized 2,144,521 Granted (512,945) Shares withheld to cover taxes 16,742 Forfeited 75,314 Balance - December 31, 2020 5,021,270 |
Schedule of fair value assumptions | Following are the assumptions used in the Black-Scholes valuation model for options granted during the periods shown below: Year Ended December 31, 2020 2019 2018 Risk-free interest rate 1.3% 2.3% 2.8% Average expected term (years) 7.0 6.1 5.8 Expected volatility 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 period from December 31, 2017 through December 31, 2020: Number Weighted Weighted Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2017 4,207,029 $ 0.88 7.2 $ 8,936 Granted 2,136,012 $ 6.49 — $ — Exercised (1,139,962) $ 1.20 — $ 5,722 Cancelled/Forfeited (82,786) $ 2.03 — $ — Outstanding at December 31, 2018 5,120,293 $ 3.13 7.3 $ 81,371 Granted 1,571,925 $ 39.01 — $ — Exercised (1,429,756) $ 1.87 — $ 121,591 Cancelled/Forfeited (91,486) $ 9.33 — $ — Outstanding at December 31, 2019 5,170,976 $ 14.28 7.5 $ 329,879 Granted 268,193 $ 99.74 — $ — Exercised (1,163,374) $ 7.75 — $ 132,935 Cancelled/Forfeited (57,517) $ 37.14 — $ — Outstanding at December 31, 2020 4,218,278 $ 21.20 6.6 $ 443,595 Vested and exercisable at December 31, 2020 2,634,631 $ 9.74 5.7 $ 305,890 Vested and expected to vest at December 31, 2020 3,869,597 $ 18.26 6.5 $ 417,857 __________ (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. Aggregate intrinsic value of shares outstanding at the beginning and end of the reporting period is calculated as the difference between the value of common stock on the beginning and end dates, respectively, and the exercise price multiplied by the number of shares outstanding. |
Schedule of RSU activity | The following table summarizes the Company’s RSU activity from January 1, 2019 through December 31, 2020: Number of Units Weighted Unvested at January 1, 2019 — $ — Granted 173,196 $ 126.29 Vested (23,552) $ 84.84 Cancelled/Forfeited (640) $ — Unvested at December 31, 2019 149,004 $ 132.73 Granted 244,752 $ 109.61 Vested (99,970) $ 127.71 Cancelled/Forfeited (17,797) $ — Unvested at December 31, 2020 275,989 $ 114.99 |
Schedule of restricted stock activity | The following table summarizes the Company’s restricted stock activity: Number Weighted Weighted Unvested at December 31, 2017 — — $ — Granted 135,791 — $ 17.03 Vested/Released (35,664) — $ 17.03 Cancelled/Forfeited — — $ — Unvested at December 31, 2018 100,127 1.6 $ 17.03 Granted 99,433 — $ 20.02 Vested/Released (87,239) — $ 19.21 Cancelled/Forfeited (23,333) — $ — Unvested at December 31, 2019 88,988 1.2 $ 19.49 Granted — — $ — Vested/Released (76,804) — $ 19.97 Cancelled/Forfeited — — $ — Unvested at December 31, 2020 12,184 0.3 $ 20.02 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | The provision for income taxes was as follows: (in thousands) Year Ended December 31, Current: 2020 2019 2018 Federal $ — $ — $ — State 72 9 1 $ 72 $ 9 $ 1 Deferred: Federal $ — $ — $ — State — — — $ — $ — $ — Provision for income tax $ 72 $ 9 $ 1 |
Schedule of effective income tax rate reconciliation | A reconciliation of income tax expense from continuing operations to the amount computed by applying the statutory federal income tax rate to the net loss from continuing operations is summarized as follows: Year Ended December 31, (in thousands) 2020 2019 2018 U.S. income tax at federal statutory rate $ (11,063) $ (2,611) $ (6,276) State income tax, net of federal benefits (1,962) (2,550) (1,072) Foreign rate differential (54) — — Stock warrant liability — 2,626 — Share-based compensation (21,007) (21,236) (615) Research and development credits (10) (8) (6) Return to provision and other — — 29 Change in tax rates 2,989 73 668 Other 529 (98) 363 Change in valuation allowance 30,650 23,813 6,910 Provision for income tax $ 72 $ 9 $ 1 |
Schedule of deferred tax assets and liabilities | A valuation allowance has been recorded to offset the net deferred tax assets as of December 31, 2020 and 2019, as the realization of such assets does not meet the more-likely-than-not threshold. December 31, (in thousands) 2020 2019 Deferred Tax Assets: Net operating loss (NOL) $ 78,464 $ 50,663 Intangibles 1,495 1,252 Share-based compensation 3,295 2,704 Interest 311 — Inventory reserve 2,262 1,509 Other 2,024 204 Total gross deferred tax assets 87,851 56,332 Deferred Tax liabilities: Property, plant and equipment 1,773 904 Other — — Total gross deferred tax liabilities 1,773 904 Valuation allowance 86,078 55,428 Net deferred tax assets (liabilities) $ — $ — |
Schedule of unrecognized tax benefits | The following table summarizes the activity related to the Company’s gross unrecognized tax benefits at the beginning and end of the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Gross unrecognized tax benefits at the beginning of the year $ 3,336 $ 1,846 Increases related to current year positions 2,063 1,695 Increases/Decreases related to prior year positions — (205) Gross unrecognized tax benefits at the end of the year $ 5,399 $ 3,336 |
Net Loss Per Share Available _2
Net Loss Per Share Available to Common Stockholders (“EPS”) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per common share | (in thousands, except share and per share amounts) Year Ended December 31, 2020 2019 2018 Numerator: Net loss available to common stockholders $ (52,752) $ (12,443) $ (29,886) Denominator: Weighted average common shares outstanding—basic 62,290,445 42,274,777 6,287,172 Dilutive effect of stock equivalents resulting from stock options, RSUs, common stock warrants, preferred stock warrants and convertible preferred stock (as converted) — — — Weighted average common shares outstanding—diluted 62,290,445 42,274,777 6,287,172 Net loss per share available to common stockholders—basic and diluted $ (0.85) $ (0.29) $ (4.75) |
Schedule of antidilutive securities excluded from computation of earnings per share | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share available to common stockholders for the periods presented because the impact of including them would have been antidilutive: Year Ended December 31, 2020 2019 2018 Options to purchase common stock 4,218,278 5,170,976 — Restricted stock units 275,989 149,004 — Convertible preferred stock (as converted) — — 39,953,983 Preferred stock warrants — — 160,767 Total 4,494,267 5,319,980 40,114,750 |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial data | The following table presents selected unaudited quarterly financial data for each full quarterly period of 2020 and 2019: (in thousands) Mar. 30, Jun. 29, Sep. 28, Dec. 31, Mar. 30, Jun. 27, Sep. 26, Dec. 31, Net revenues $ 40,206 $ 67,251 $ 91,961 $ 98,479 $ 97,074 $ 113,338 $ 94,436 $ 101,937 Cost of goods sold 29,435 44,510 59,178 65,018 59,383 79,687 68,908 76,532 Gross profit 10,771 22,741 32,783 33,461 37,691 33,651 25,528 25,405 Gross margin 26.8 % 33.8 % 35.6 % 34.0 % 38.8 % 29.7 % 27.0 % 24.9 % Research and development expenses 4,498 4,212 5,951 5,989 6,194 6,016 8,278 11,047 Selling, general and administrative expenses 11,177 15,515 20,944 27,090 27,315 34,292 33,560 38,488 Restructuring expenses 394 847 2,319 1,309 2,373 1,509 2,146 402 Total operating expenses 16,069 20,574 29,214 34,388 35,882 41,817 43,984 49,937 (Loss) income from operations (5,298) 2,167 3,569 (927) 1,809 (8,166) (18,456) (24,532) Other (expense) income: Interest expense (733) (741) (855) (742) (705) (569) (689) (613) Remeasurement of warrant liability (759) (11,744) — — — — — — Other, net 141 898 1,385 1,205 710 (1,454) (85) 70 Total other (expense) income, net (1,351) (11,587) 530 463 5 (2,023) (774) (543) (Loss) income before taxes (6,649) (9,420) 4,099 (464) 1,814 (10,189) (19,230) (25,075) Income tax expense (benefit) — 21 — (12) (1) 16 55 2 Net (loss) income $ (6,649) $ (9,441) $ 4,099 $ (452) $ 1,815 $ (10,205) $ (19,285) $ (25,077) Net (loss) income per share available to common stockholders: Basic $ (0.95) $ (0.24) $ 0.07 $ (0.01) $ 0.03 $ (0.16) $ (0.31) $ (0.40) Diluted $ (0.95) $ (0.24) $ 0.06 $ (0.01) $ 0.03 $ (0.16) $ (0.31) $ (0.40) ______________ (1) The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of rounding and changes in the number of weighted-average shares outstanding for each period. |
Introduction (Details)
Introduction (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 05, 2019 | May 06, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsidiary, Sale of Stock [Line Items] | |||||
Payments of deferred offering costs | $ 0 | $ 0 | $ 2,415 | ||
U.S. net revenues | Long-lived assets | Geographic Concentration Risk | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Concentration risk | 90.00% | ||||
Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of common stock shares converted (in shares) | 41,562,111 | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 11,068,750 | ||||
Sale of stock, price per share (in dollars per share) | $ 25 | ||||
Proceeds from IPO, net | $ 252,400 | ||||
Underwriting discounts and commissions | 19,400 | ||||
Sale of stock, issuance costs | $ 4,900 | ||||
Number of common stock shares converted (in shares) | 41,562,111 | ||||
Number of shares issued for each share of convertible preferred stock converted (in shares) | 1 | ||||
Payments of deferred offering costs | $ 2,500 | 2,400 | |||
Deferred offering costs | $ 4,900 | $ 4,900 | |||
IPO | Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of common stock shares converted (in shares) | 11,068,750 | ||||
Number of shares able to purchase (in shares) | 160,767 | ||||
Secondary Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, price per share (in dollars per share) | $ 160 | ||||
Proceeds from IPO, net | $ 37,400 | ||||
Underwriting discounts and commissions | 1,500 | ||||
Sale of stock, issuance costs | $ 1,100 | ||||
Number of shares issued | 3,487,500 | ||||
Payments of deferred offering costs | $ 2,200 | ||||
Deferred offering costs | $ 1,100 | ||||
Secondary Offering | Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of common stock shares converted (in shares) | 250,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Apr. 08, 2019USD ($) | Jan. 02, 2019 | Dec. 31, 2016USD ($) | Feb. 28, 2016USD ($)shares | Oct. 31, 2015USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 26, 2020USD ($) | Jun. 27, 2020USD ($) | Mar. 28, 2020USD ($) | Dec. 31, 2019USD ($)shares | Sep. 28, 2019USD ($) | Jun. 29, 2019USD ($) | Mar. 30, 2019USD ($) | Dec. 31, 2020USD ($)segment$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | May 06, 2019shares | May 05, 2019$ / sharesshares |
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of operating segments | segment | 1 | |||||||||||||||||
Number of reportable segments | segment | 1 | |||||||||||||||||
Stock split, conversion ratio | 1.5 | |||||||||||||||||
Unrealized translation gains, net of tax | $ 1,700,000 | $ 1,700,000 | ||||||||||||||||
Foreign currency transaction losses | $ 200,000 | $ 0 | $ 0 | |||||||||||||||
Warrants outstanding (in shares) | shares | 0 | 0 | 0 | 0 | ||||||||||||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||
Deferred offering costs, incurred and paid | 0 | 0 | 2,415,000 | |||||||||||||||
Accrued stock issuance costs | 0 | |||||||||||||||||
Liability for estimated sales discounts | 3,600,000 | 1,600,000 | 3,600,000 | 1,600,000 | ||||||||||||||
Advertising costs | 300,000 | 300,000 | 62,000 | |||||||||||||||
Cost of goods sold | 76,532,000 | $ 68,908,000 | $ 79,687,000 | $ 59,383,000 | 65,018,000 | $ 59,178,000 | $ 44,510,000 | $ 29,435,000 | 284,510,000 | 198,141,000 | 70,360,000 | |||||||
Research and development expenses | $ 11,047,000 | $ 8,278,000 | $ 6,016,000 | $ 6,194,000 | 5,989,000 | $ 5,951,000 | $ 4,212,000 | $ 4,498,000 | 31,535,000 | 20,650,000 | 9,587,000 | |||||||
Matching contribution | $ 700,000 | $ 200,000 | $ 0 | |||||||||||||||
Stock options granted (in shares) | shares | 268,193 | 1,571,925 | 2,136,012 | |||||||||||||||
Gigi Pritzker Pucker | Beyond Meat, Inc | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Ownership interest | 5.00% | |||||||||||||||||
Demand Deposits | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Cash equivalents, concentration | 80.00% | 80.00% | ||||||||||||||||
Money Market Accounts | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Cash equivalents, concentration | 20.00% | 20.00% | ||||||||||||||||
Series B | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of warrants issued (in shares) | shares | 121,694 | 121,694 | 121,694 | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 1.07 | $ 1.07 | $ 1.07 | |||||||||||||||
Series E | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of warrants issued (in shares) | shares | 39,073 | 39,073 | 39,073 | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 3.68 | $ 3.68 | $ 3.68 | |||||||||||||||
IPO | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Deferred offering costs | 4,900,000 | $ 4,900,000 | $ 4,900,000 | |||||||||||||||
Deferred offering costs, incurred and paid | 2,500,000 | 2,400,000 | ||||||||||||||||
IPO | Common Stock | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of warrants issued (in shares) | shares | 160,767 | |||||||||||||||||
Secondary Offering | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Deferred offering costs | $ 1,100,000 | 1,100,000 | ||||||||||||||||
Deferred offering costs, incurred and paid | 2,200,000 | |||||||||||||||||
Shipping and Handling | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Cost of goods sold | $ 11,900,000 | $ 10,900,000 | $ 6,100,000 | |||||||||||||||
Product Concentration Risk | Revenue Benchmark | Frozen | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Concentration risk | 5.50% | 16.30% | ||||||||||||||||
Customer One | Customer Concentration Risk | Revenue Benchmark | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Concentration risk | 13.00% | |||||||||||||||||
Distributor One | Customer Concentration Risk | Revenue Benchmark | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Concentration risk | 17.00% | 32.00% | ||||||||||||||||
Distributor Two | Customer Concentration Risk | Revenue Benchmark | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Concentration risk | 16.00% | 21.00% | ||||||||||||||||
Distributor Three | Customer Concentration Risk | Revenue Benchmark | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Concentration risk | 13.00% | |||||||||||||||||
Consulting Agreement | Executive Chair | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Monthly transaction amount | $ 20,210.33 | |||||||||||||||||
Consulting fees, related party | $ 60,631 | $ 265,548 | $ 189,583 | |||||||||||||||
Bonus | Executive Chair | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Consulting fees, related party | 121,260 | |||||||||||||||||
Advisor Agreement | Affiliated Entity | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Daily transaction amount | $ 4,000 | |||||||||||||||||
Amended Advisor Agreement | Affiliated Entity | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Monthly transaction amount | $ 10,000 | $ 25,000 | ||||||||||||||||
Consulting fees, related party | 120,000 | 140,000 | ||||||||||||||||
Legal Services | Affiliated Entity | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Consulting fees, related party | 11,100,000 | 70,695 | ||||||||||||||||
Due to affiliate | $ 1,000,000 | 1,000,000 | ||||||||||||||||
Presentations and Meetings, Reimbursements | Affiliated Entity | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Consulting fees, related party | $ 0 | $ 0 | $ 121,546 | |||||||||||||||
Non-qualified Stock Option | Amended Advisor Agreement | Affiliated Entity | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Stock options granted (in shares) | shares | 532,590 | |||||||||||||||||
Vesting period | 3 years | |||||||||||||||||
Minimum | Amended Advisor Agreement | Affiliated Entity | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Days of service | 5 days | |||||||||||||||||
Maximum | Amended Advisor Agreement | Affiliated Entity | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Days of service | 6 days | |||||||||||||||||
SVB Credit Facilities | Common Stock | Line of Credit | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Number of warrants issued (in shares) | shares | 60,002 | 60,002 | 60,002 | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 3 | $ 3 | $ 3 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of fair value valuation (Details) | Dec. 31, 2018$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term (in years) | 2 years |
Fair value of underlying shares (in dollars per share) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 19.02 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.550 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.0248 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of changes in fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 31, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||
Beginning balance | $ 0 | $ 1,918 | $ 0 | $ 1,918 | |||||||
Fair value of warrants issued during the period | 0 | ||||||||||
Change in fair value of warrant liability | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 11,744 | $ 759 | $ 0 | 12,503 | $ 1,120 |
Reclassification of warrant liability to additional paid-in capital in connection with the IPO | (14,421) | ||||||||||
Ending balance | $ 0 | $ 0 | $ 1,918 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of property, plant, and equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 30 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Manufacturing equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Manufacturing equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Research and development equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Research and development equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of net revenues by platform and channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 31, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 101,937 | $ 94,436 | $ 113,338 | $ 97,074 | $ 98,479 | $ 91,961 | $ 67,251 | $ 40,206 | $ 406,785 | $ 297,897 | $ 87,934 |
U.S. net revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 324,874 | 199,755 | 70,489 | ||||||||
International net revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 81,911 | 98,142 | 17,445 | ||||||||
Retail | U.S. net revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 264,111 | 129,383 | 49,772 | ||||||||
Retail | International net revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 36,472 | 15,426 | 1,007 | ||||||||
Foodservice | U.S. net revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 60,763 | 70,372 | 20,717 | ||||||||
Foodservice | International net revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 45,439 | $ 82,716 | $ 16,438 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 6.4 | $ 4.9 | $ 1.5 |
Contract Termination | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrued unpaid liabilities, contract termination | $ 0.8 | $ 1.1 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | Jan. 14, 2021renewalOption | May 26, 2020contract | Dec. 31, 2020USD ($) | Mar. 16, 2020 | Jan. 01, 2020USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating lease right-of-use assets | $ 14,570 | ||||
Current portion of operating lease liabilities | 3,095 | ||||
Operating lease liabilities | $ 11,793 | ||||
Number of renewal options | contract | 0 | ||||
Renewal term | 2 years | ||||
Subsequent Event | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Lease, initial term | 12 years | ||||
Number of renewal options | renewalOption | 2 | ||||
Renewal term | 5 years | ||||
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 | $ 10,600 |
Leases - Components of lease (D
Leases - Components of lease (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Lease Cost | |
Variable lease cost | $ 17 |
Operating lease cost | 2,777 |
Short-term lease cost | 311 |
Amortization of right-of use assets | 75 |
Interest on lease liabilities | 13 |
Finance lease cost | 88 |
Total lease cost | $ 3,176 |
Operating Leases | |
Weighted average remaining lease term (years) | 6 years 7 months 6 days |
Weighted average discount rate | 2.70% |
Finance Leases | |
Weighted average remaining lease term (years) | 3 years 2 months 12 days |
Weighted average discount rate | 5.30% |
Cost of goods sold | |
Lease Cost | |
Lease cost | $ 1,570 |
Research and development expenses | |
Lease Cost | |
Lease cost | 621 |
Selling, general and administrative expenses | |
Lease Cost | |
Lease cost | $ 569 |
Leases - Schedule of supplement
Leases - Schedule of supplemental balance sheet information (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Assets | |
Operating lease right-of-use assets | $ 14,570 |
Finance leases, net | 212 |
Total lease assets | 14,782 |
Current: | |
Current portion of operating lease liabilities | 3,095 |
Finance lease liabilities | 71 |
Long-term: | |
Operating lease liabilities | 11,793 |
Finance lease obligations and other long term liabilities | 149 |
Total lease liabilities | $ 15,108 |
Finance lease liability, noncurrent, statement of financial position | us-gaap:OtherLiabilitiesNoncurrent |
Leases - Schedule of future mat
Leases - Schedule of future maturities of lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 3,455 | |
2022 | 3,290 | |
2023 | 2,703 | |
2024 | 1,662 | |
2025 | 1,301 | |
Thereafter | 3,914 | |
Total undiscounted future minimum lease payments | 16,325 | |
Less imputed interest | (1,437) | |
Total discounted future minimum lease payments | 14,888 | |
Finance Leases | ||
2021 | 80 | |
2022 | 70 | |
2023 | 58 | |
2024 | 30 | |
2025 | 0 | |
Thereafter | 0 | |
Total undiscounted future minimum lease payments | 238 | |
Less imputed interest | (18) | |
Total discounted future minimum lease payments | $ 220 | |
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 | ||
Interest rate | 4.10% | |
Maximum | ||
Capital Lease Obligations | ||
Interest rate | 15.90% |
Asset Acquisition - Narrative (
Asset Acquisition - Narrative (Details) $ in Thousands | Oct. 30, 2020USD ($)employee | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Combinations [Abstract] | ||||
Consideration transferred | $ 15,500 | |||
Payments to acquire productive assets | 14,500 | $ 15,482 | $ 0 | $ 0 |
Acquisition costs | $ 1,000 | |||
Number of employees hired | employee | 180 |
Asset Acquisition - Schedule of
Asset Acquisition - Schedule of allocation of purchase consideration (Details) $ in Thousands | Oct. 30, 2020USD ($) |
Property, Plant and Equipment [Line Items] | |
Assembled workforce | $ 1,859 |
Total | $ 15,482 |
Assembled workforce, useful life | 2 years |
Manufacturing equipment | |
Property, Plant and Equipment [Line Items] | |
Tangible assets | $ 1,273 |
Building | |
Property, Plant and Equipment [Line Items] | |
Tangible assets | 9,576 |
Land | |
Property, Plant and Equipment [Line Items] | |
Tangible assets | $ 2,774 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |||
Raw materials and packaging | $ 83,702 | $ 36,884 | |
Work in process | 12,887 | 17,958 | |
Finished goods | 25,128 | 26,754 | |
Total | 121,717 | 81,596 | |
Inventory write-down | $ 10,800 | $ 6,400 | $ 800 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of property, plant, and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 68,183 | |
Finance leases | $ 212 | |
Total property, plant and equipment | 148,457 | |
Less: accumulated depreciation and amortization | 33,158 | |
Less: accumulated depreciation and amortization | 20,709 | |
Property, plant and equipment, net | 115,299 | |
Property, plant and equipment, net | 115,299 | 47,474 |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 62,521 | 37,939 |
Research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 12,342 | 8,933 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 9,277 | 7,620 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 12,569 | 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 | 402 | 274 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 614 | 433 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 377 | 210 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 3,995 | 0 |
Assets not yet placed in service | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 46,148 | $ 11,666 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 13,299,000 | $ 8,106,000 | $ 4,921,000 |
Assets held-for-sale | 0 | 2,600,000 | |
Note receivable | 4,600,000 | ||
Prepaid and Other Current Assets | |||
Property, Plant and Equipment [Line Items] | |||
Note receivable | 2,400,000 | ||
Other non-current assets | |||
Property, Plant and Equipment [Line Items] | |||
Note receivable | 2,200,000 | ||
Cost of goods sold | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 10,100,000 | 5,700,000 | 3,700,000 |
Research and development expenses | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 3,100,000 | 2,400,000 | 1,200,000 |
Selling, general and administrative expenses | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 100,000 | $ 71,000 | $ 13,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Apr. 21, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Feb. 25, 2021USD ($) | Jan. 14, 2021USD ($) | May 06, 2019shares | May 05, 2019$ / sharesshares |
Debt Instrument [Line Items] | ||||||||
Maximum annual dividend payment | $ 10,000,000 | |||||||
Debt issuance costs | $ 0 | $ 431,000 | ||||||
Amortization of debt issuance costs | $ 256,000 | $ 181,000 | $ 109,000 | |||||
Warrants outstanding (in shares) | shares | 0 | 0 | ||||||
Repayments on revolving credit facility | $ 25,000,000 | $ 0 | 0 | |||||
Series B | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of warrants issued (in shares) | shares | 121,694 | 121,694 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 1.07 | $ 1.07 | ||||||
Series E | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of warrants issued (in shares) | shares | 39,073 | 39,073 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 3.68 | $ 3.68 | ||||||
Common Stock | IPO | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of warrants issued (in shares) | shares | 160,767 | |||||||
Prepaid and Other Current Assets | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 1,100,000 | |||||||
Letter of credit | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 12,500,000 | |||||||
Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Early termination fee amount | 1,200,000 | |||||||
Interest expense | 2,100,000 | 2,200,000 | 900,000 | |||||
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 | |||||||
Debt, outstanding balance | 25,000,000 | 0 | ||||||
Available borrowing capacity | $ 0 | |||||||
Interest rate | 3.50% | |||||||
Line of Credit | Revolving credit facility | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, outstanding balance | $ 0 | |||||||
Line of Credit | Revolving credit facility | Alternate Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable annual interest rate | 1.25% | |||||||
Line of Credit | Revolving credit facility | Alternate Base Rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable annual interest rate | 1.75% | |||||||
Line of Credit | Revolving credit facility | LIBOR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable annual interest rate | 2.25% | |||||||
Line of Credit | Revolving credit facility | LIBOR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable annual interest rate | 2.75% | |||||||
Line of Credit | Revolving credit facility | SVB Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, outstanding balance | $ 0 | 6,000,000 | ||||||
Line of Credit | Equipment financing loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expense | 200,000 | 600,000 | $ 200,000 | |||||
Debt, outstanding balance | 0 | 5,000,000 | ||||||
Line of Credit | Term loan facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, outstanding balance | $ 0 | $ 20,000,000 | ||||||
Line of Credit | SVB Credit Facilities | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of warrants issued (in shares) | shares | 60,002 | 60,002 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 3 | $ 3 |
Debt - Schedule of debt balance
Debt - Schedule of debt balances (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 0 | $ (431) |
Total debt outstanding | 25,000 | 30,569 |
Less: current portion of long-term debt | 25,000 | 11,000 |
Long-term debt | 0 | 19,569 |
Revolving credit facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt, outstanding balance | 25,000 | 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 (Deficit_2
Stockholders’ Equity (Deficit) and Convertible Preferred Stock (Details) - $ / shares | May 06, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 05, 2019 |
Class of Stock [Line Items] | ||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Convertible preferred stock, authorized (in shares) | 500,000 | |||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, issued (in shares) | 62,820,351 | 61,576,494 | ||
Common stock, outstanding (in shares) | 62,820,351 | 61,576,494 | ||
IPO | ||||
Class of Stock [Line Items] | ||||
Number of common stock shares converted (in shares) | 41,562,111 | |||
Number of shares issued for each share of convertible preferred stock converted (in shares) | 1 | |||
Over-allotment option | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Number of shares issued | 250,000 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | Oct. 31, 2019 | Aug. 01, 2019 | Apr. 30, 2019 | Oct. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2021 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options outstanding (in shares) | 4,218,278 | 4,218,278 | 5,170,976 | 5,120,293 | 4,207,029 | |||||
Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued, unvested (in shares) | 275,989 | 275,989 | 149,004 | 0 | ||||||
Share-based compensation expense | $ 9,800,000 | $ 3,700,000 | $ 0 | |||||||
Unrecognized compensation expense, period of recognition | 1 year 9 months 18 days | |||||||||
Unrecognized share-based compensation expense | $ 14,900,000 | $ 14,900,000 | ||||||||
Vested (in shares) | 99,970 | 23,552 | ||||||||
Granted (in shares) | 244,752 | 173,196 | ||||||||
Restricted stock price (in dollars per share) | $ 109.61 | $ 126.29 | ||||||||
Fair value per share (in dollars per share) | $ 114.99 | $ 114.99 | $ 132.73 | $ 0 | ||||||
Restricted stock units | Employee | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | 4 years | ||||||||
Restricted stock units | Nonemployee | Director | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 12 months | |||||||||
Restricted stock units | First Anniversary | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | 25.00% | ||||||||
Restricted stock units | Thereafter | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
Employee Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 10 years | |||||||||
Share-based compensation expense | $ 13,100,000 | $ 6,300,000 | $ 1,500,000 | |||||||
Unrecognized compensation expense | $ 16,400,000 | $ 16,400,000 | ||||||||
Unrecognized compensation expense, period of recognition | 2 years | |||||||||
Employee Stock Options | Employee | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 48 months | |||||||||
Employee Stock Options | Employee | Executive Chair | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 24 months | 48 months | ||||||||
Employee Stock Options | First Anniversary | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting percentage | 25.00% | 25.00% | ||||||||
Employee Stock Options | Thereafter | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | 3 years | ||||||||
Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense, period of recognition | 8 months 12 days | |||||||||
Unrecognized share-based compensation expense | $ 2,500,000 | |||||||||
Share-based compensation expense accrued, not issued | $ 3,000,000 | 1,000,000 | ||||||||
Share-based compensation expense accrued, amount reclassified to APIC | 3,000,000 | |||||||||
Share-based compensation liability | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||
Vested (in shares) | 23,666 | |||||||||
Fair value of shares vested | $ 3,000,000 | |||||||||
Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued, unvested (in shares) | 12,184 | 12,184 | 88,988 | 100,127 | 0 | |||||
Vesting period | 24 months | |||||||||
Share-based compensation expense | $ 1,400,000 | $ 1,800,000 | $ 700,000 | |||||||
Unrecognized share-based compensation expense | $ 200,000 | $ 200,000 | ||||||||
Vested (in shares) | 76,804 | 87,239 | 35,664 | |||||||
Granted (in shares) | 135,791 | 0 | 99,433 | 135,791 | ||||||
Restricted stock price (in dollars per share) | $ 0 | $ 20.02 | $ 17.03 | |||||||
Purchase price (in dollars per share) | $ 0.01 | $ 0.02 | ||||||||
Fair value per share (in dollars per share) | $ 17.03 | $ 20.02 | $ 20.02 | $ 19.49 | $ 17.03 | $ 0 | ||||
Shares of restricted stock purchased by nonemployees (in shares) | 12,184 | 12,184 | ||||||||
Weighted average remaining contractual life | 3 months 18 days | 1 year 2 months 12 days | 1 year 7 months 6 days | |||||||
Restricted Stock | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 12 months | |||||||||
Restricted Stock | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 24 months | |||||||||
2018 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for issuance (in shares) | 16,626,877 | 16,626,877 | ||||||||
Additional shares authorized annually (in shares) | 2,144,521 | |||||||||
Percent of common stock outstanding, per year | 4.00% | |||||||||
Shares issued (in shares) | 7,127,079 | 5,864,738 | ||||||||
2018 Plan | Subsequent Event | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for issuance (in shares) | 18,771,398 | |||||||||
2018 Plan | Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued, unvested (in shares) | 275,989 | 275,989 | ||||||||
2018 ESPP | Employee Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for issuance (in shares) | 1,340,325 | 1,340,325 | ||||||||
Additional shares authorized annually (in shares) | 536,130 | |||||||||
Percent of common stock outstanding, per year | 1.00% | |||||||||
Period of additional shares authorized | 10 years | |||||||||
2018 ESPP | Employee Stock | Subsequent Event | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized for issuance (in shares) | 1,876,455 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of shares available for grant (Details) - 2018 Plan | 12 Months Ended |
Dec. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Available for Grant, Number of Shares [Roll Forward] | |
Shares available for grant, beginning balance (in shares) | 3,297,638 |
Authorized (in shares) | 2,144,521 |
Granted (in shares) | (512,945) |
Shares withheld to cover taxes (in shares) | 16,742 |
Forfeited (in shares) | 75,314 |
Shares available for grant, ending balance (in shares) | 5,021,270 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of fair value assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Risk-free interest rate | 1.30% | 2.30% | 2.80% |
Average expected term (years) | 7 years | 6 years 1 month 6 days | 5 years 9 months 18 days |
Expected volatility | 55.00% | 55.00% | 55.00% |
Dividend yield | 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 | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Stock Options | ||||
Outstanding, beginning balance (in shares) | 5,170,976 | 5,120,293 | 4,207,029 | |
Granted (in shares) | 268,193 | 1,571,925 | 2,136,012 | |
Exercised (in shares) | (1,163,374) | (1,429,756) | (1,139,962) | |
Cancelled/Forfeited (in shares) | (57,517) | (91,486) | (82,786) | |
Outstanding, ending balance (in shares) | 4,218,278 | 5,170,976 | 5,120,293 | 4,207,029 |
Weighted Average Exercise Price | ||||
Outstanding, beginning balance (in dollars per share) | $ 14.28 | $ 3.13 | $ 0.88 | |
Granted (in dollars per share) | 99.74 | 39.01 | 6.49 | |
Exercised (in dollars per share) | 7.75 | 1.87 | 1.20 | |
Cancelled/Forfeited (in dollars per share) | 37.14 | 9.33 | 2.03 | |
Outstanding, ending balance (in dollars per share) | $ 21.20 | $ 14.28 | $ 3.13 | $ 0.88 |
Weighted Average Remaining Contractual Life (Years) | ||||
Weighted average remaining contractual life, outstanding | 6 years 7 months 6 days | 7 years 6 months | 7 years 3 months 18 days | 7 years 2 months 12 days |
Weighted average remaining contractual life, vested and exercisable | 5 years 8 months 12 days | |||
Weighted average remaining contractual life, vested and expected to vest | 6 years 6 months | |||
Aggregate Intrinsic Value | ||||
Outstanding, beginning balance | $ 329,879 | $ 81,371 | $ 8,936 | |
Exercised | 132,935 | 121,591 | 5,722 | |
Outstanding, ending balance | $ 443,595 | $ 329,879 | $ 81,371 | $ 8,936 |
Number of Stock Options, Vested and exercisable (in shares) | 2,634,631 | |||
Number of Stock Options, Vested and expected to vest (in shares) | 3,869,597 | |||
Weighted Average Exercise Price, Vested and exercisable (in dollars per share) | $ 9.74 | |||
Weighted Average Exercise Price, Vested and expected to vest (in dollars per share) | $ 18.26 | |||
Aggregate intrinsic value, vested and exercisable | $ 305,890 | |||
Aggregate intrinsic value, vested and expected to vest | $ 417,857 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of restricted stock and RSU activity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted stock units | ||||
Number of Shares of Restricted Stock | ||||
Unvested, beginning balance (in shares) | 149,004 | 0 | ||
Granted (in shares) | 244,752 | 173,196 | ||
Vested (in shares) | 99,970 | 23,552 | ||
Cancelled/Forfeited (in shares) | (17,797) | (640) | ||
Unvested, ending balance (in shares) | 275,989 | 149,004 | 0 | |
Weighted Average Grant Date Fair Value Per Share | ||||
Unvested, beginning balance (in dollars per share) | $ 132.73 | $ 0 | ||
Granted (in dollars per share) | 109.61 | 126.29 | ||
Vested/Released (in dollars per share) | 127.71 | 84.84 | ||
Cancelled/Forfeited (in dollars per share) | 0 | 0 | ||
Unvested, ending balance (in dollars per share) | $ 114.99 | $ 132.73 | $ 0 | |
Restricted Stock | ||||
Number of Shares of Restricted Stock | ||||
Unvested, beginning balance (in shares) | 88,988 | 100,127 | 0 | |
Granted (in shares) | 135,791 | 0 | 99,433 | 135,791 |
Vested (in shares) | 76,804 | 87,239 | 35,664 | |
Cancelled/Forfeited (in shares) | 0 | (23,333) | 0 | |
Unvested, ending balance (in shares) | 12,184 | 88,988 | 100,127 | |
Weighted Average Remaining Contractual Life (Years) | ||||
Weighted Average Remaining Contractual Life, Unvested (Years) | 3 months 18 days | 1 year 2 months 12 days | 1 year 7 months 6 days | |
Weighted Average Grant Date Fair Value Per Share | ||||
Unvested, beginning balance (in dollars per share) | $ 19.49 | $ 17.03 | $ 0 | |
Granted (in dollars per share) | 0 | 20.02 | 17.03 | |
Vested/Released (in dollars per share) | 19.97 | 19.21 | 17.03 | |
Cancelled/Forfeited (in dollars per share) | 0 | 0 | 0 | |
Unvested, ending balance (in dollars per share) | $ 17.03 | $ 20.02 | $ 19.49 | $ 17.03 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jan. 14, 2021renewalOption | Sep. 22, 2020USD ($) | May 26, 2020ft²contract | Jan. 27, 2020defendant | Jan. 24, 2020USD ($) | Jan. 10, 2020USD ($) | Oct. 31, 2018defendant | Dec. 31, 2020USD ($) | Mar. 16, 2020 |
Loss Contingencies [Line Items] | |||||||||
Renewal term | 2 years | ||||||||
Area leased (in square feet) | ft² | 142,317 | ||||||||
Number of renewal options | contract | 0 | ||||||||
Purchase commitment term | 18 months | ||||||||
Purchase commitments | $ 154,100,000 | $ 141,900,000 | |||||||
Purchase commitments, due 2021 | 83,400,000 | ||||||||
Purchase commitments, due 2022 | $ 58,500,000 | ||||||||
Subsequent Event | |||||||||
Loss Contingencies [Line Items] | |||||||||
Renewal term | 5 years | ||||||||
Number of renewal options | renewalOption | 2 | ||||||||
Lease, initial term | 12 years | ||||||||
Minimum | |||||||||
Loss Contingencies [Line Items] | |||||||||
Lease, initial term | 2 years | ||||||||
JXEDZ | |||||||||
Loss Contingencies [Line Items] | |||||||||
Investment agreement, expected amount | $ 10,000,000 | ||||||||
Investment agreement, additional amount to acquire land | 30,000,000 | ||||||||
Investment agreement, additional amount to acquire second land plot | $ 10,000,000 | ||||||||
Investment agreement, land use right period | 50 years | ||||||||
JXEDZ | Minimum | |||||||||
Loss Contingencies [Line Items] | |||||||||
Lease, initial term | 2 years | ||||||||
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 | $ 19,500,000 |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of income tax expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 31, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||||||||||
Federal | $ 0 | $ 0 | $ 0 | ||||||||
State | 72 | 9 | 1 | ||||||||
Total current | 72 | 9 | 1 | ||||||||
Deferred: | |||||||||||
Federal | 0 | 0 | 0 | ||||||||
State | 0 | 0 | 0 | ||||||||
Total deferred | 0 | 0 | 0 | ||||||||
Provision for income tax | $ 2 | $ 55 | $ 16 | $ (1) | $ (12) | $ 0 | $ 21 | $ 0 | $ 72 | $ 9 | $ 1 |
Income Taxes - Schedule of effe
Income Taxes - Schedule of effective income tax rate reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 31, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||||||||
U.S. income tax at federal statutory rate | $ (11,063) | $ (2,611) | $ (6,276) | ||||||||
State income tax, net of federal benefits | (1,962) | (2,550) | (1,072) | ||||||||
Foreign rate differential | (54) | 0 | 0 | ||||||||
Stock warrant liability | 0 | 2,626 | 0 | ||||||||
Share-based compensation | (21,007) | (21,236) | (615) | ||||||||
Research and development credits | (10) | (8) | (6) | ||||||||
Return to provision and other | 0 | 0 | 29 | ||||||||
Change in tax rates | 2,989 | 73 | 668 | ||||||||
Other | 529 | (98) | 363 | ||||||||
Change in valuation allowance | 30,650 | 23,813 | 6,910 | ||||||||
Provision for income tax | $ 2 | $ 55 | $ 16 | $ (1) | $ (12) | $ 0 | $ 21 | $ 0 | $ 72 | $ 9 | $ 1 |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets: | ||
Net operating loss (NOL) | $ 78,464 | $ 50,663 |
Intangibles | 1,495 | 1,252 |
Share-based compensation | 3,295 | 2,704 |
Interest | 311 | 0 |
Inventory reserve | 2,262 | 1,509 |
Other | 2,024 | 204 |
Total gross deferred tax assets | 87,851 | 56,332 |
Deferred Tax liabilities: | ||
Property, plant and equipment | 1,773 | 904 |
Other | 0 | 0 |
Total gross deferred tax liabilities | 1,773 | 904 |
Valuation allowance | 86,078 | 55,428 |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward [Line Items] | |||
Valuation allowance | $ 86,078 | $ 55,428 | |
Increase in valuation allowance | 30,700 | ||
Unrecognized tax benefits | 5,399 | 3,336 | $ 1,846 |
Research and development tax credits | |||
Tax Credit Carryforward [Line Items] | |||
Unrecognized tax benefits | 4,900 | 3,100 | |
Federal | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 344,200 | 209,500 | |
Operating loss carryforwards, not subject to expiration | 252,400 | ||
State | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 92,500 | $ 143,800 | |
Foreign | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | $ 1,300 |
Income Taxes - Schedule of unre
Income Taxes - Schedule of unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross unrecognized tax benefits at the beginning of the year | $ 3,336 | $ 1,846 |
Increases related to current year positions | 2,063 | 1,695 |
Increases/Decreases related to prior year positions | 0 | (205) |
Gross unrecognized tax benefits at the end of the year | $ 5,399 | $ 3,336 |
Net Loss Per Share Available _3
Net Loss Per Share Available to Common Stockholders (“EPS”) - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation | 4,494,267 | 5,319,980 | 40,114,750 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation | 4,218,278 | 5,170,976 | 5,120,293 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation | 275,989 | 149,004 |
Net Loss Per Share Available _4
Net Loss Per Share Available to Common Stockholders (“EPS”) - Schedule of basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 31, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||||||||
Net loss available to common stockholders | $ (25,077) | $ (19,285) | $ (10,205) | $ 1,815 | $ (452) | $ 4,099 | $ (9,441) | $ (6,649) | $ (52,752) | $ (12,443) | $ (29,886) |
Denominator: | |||||||||||
Weighted average common shares outstanding—basic (in shares) | 62,290,445 | 42,274,777 | 6,287,172 | ||||||||
Dilutive effect of stock equivalents resulting from stock options, RSUs, common stock warrants, preferred stock warrants and convertible preferred stock (as converted) (in shares) | 0 | 0 | 0 | ||||||||
Weighted average common shares outstanding—diluted (in shares) | 62,290,445 | 42,274,777 | 6,287,172 | ||||||||
Net loss per share available to common stockholders—basic and diluted (in dollars per share) | $ (0.85) | $ (0.29) | $ (4.75) |
Net Loss Per Share Available _5
Net Loss Per Share Available to Common Stockholders (“EPS”) - Schedule of antidilutive securities excluded from computation of earnings per share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 4,494,267 | 5,319,980 | 40,114,750 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 4,218,278 | 5,170,976 | 0 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 275,989 | 149,004 | 0 |
Convertible preferred stock (as converted) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 0 | 0 | 39,953,983 |
Preferred stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 0 | 0 | 160,767 |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 14, 2021USD ($)ft²renewalOption | May 26, 2020contract | Dec. 31, 2020USD ($) | Mar. 16, 2020 |
Subsequent Event [Line Items] | ||||
Number of renewal options | contract | 0 | |||
Renewal term | 2 years | |||
Future minimum lease payments | $ 16,325,000 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Lease, initial term | 12 years | |||
Number of renewal options | renewalOption | 2 | |||
Renewal term | 5 years | |||
Total area leased | ft² | 281,110 | |||
Building phase period | 26 months | |||
Future minimum lease payments | $ 159,300,000 | |||
Subsequent Event | Letter of credit | ||||
Subsequent Event [Line Items] | ||||
Maximum borrowing capacity | $ 12,500,000 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 31, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $ 101,937 | $ 94,436 | $ 113,338 | $ 97,074 | $ 98,479 | $ 91,961 | $ 67,251 | $ 40,206 | $ 406,785 | $ 297,897 | $ 87,934 |
Cost of goods sold | 76,532 | 68,908 | 79,687 | 59,383 | 65,018 | 59,178 | 44,510 | 29,435 | 284,510 | 198,141 | 70,360 |
Gross profit | $ 25,405 | $ 25,528 | $ 33,651 | $ 37,691 | $ 33,461 | $ 32,783 | $ 22,741 | $ 10,771 | 122,275 | 99,756 | 17,574 |
Gross margin | 24.90% | 27.00% | 29.70% | 38.80% | 34.00% | 35.60% | 33.80% | 26.80% | |||
Research and development expenses | $ 11,047 | $ 8,278 | $ 6,016 | $ 6,194 | $ 5,989 | $ 5,951 | $ 4,212 | $ 4,498 | 31,535 | 20,650 | 9,587 |
Selling, general and administrative expenses | 38,488 | 33,560 | 34,292 | 27,315 | 27,090 | 20,944 | 15,515 | 11,177 | 133,655 | 74,726 | 34,461 |
Restructuring expenses | 402 | 2,146 | 1,509 | 2,373 | 1,309 | 2,319 | 847 | 394 | 6,430 | 4,869 | 1,515 |
Total operating expenses | 49,937 | 43,984 | 41,817 | 35,882 | 34,388 | 29,214 | 20,574 | 16,069 | 171,620 | 100,245 | 45,563 |
Loss from operations | (24,532) | (18,456) | (8,166) | 1,809 | (927) | 3,569 | 2,167 | (5,298) | (49,345) | (489) | (27,989) |
Other (expense) income: | |||||||||||
Interest expense | (613) | (689) | (569) | (705) | (742) | (855) | (741) | (733) | (2,576) | (3,071) | (1,128) |
Remeasurement of warrant liability | 0 | 0 | 0 | 0 | 0 | 0 | (11,744) | (759) | 0 | (12,503) | (1,120) |
Other, net | 70 | (85) | (1,454) | 710 | 1,205 | 1,385 | 898 | 141 | (759) | 3,629 | 352 |
Total other expense, net | (543) | (774) | (2,023) | 5 | 463 | 530 | (11,587) | (1,351) | (3,335) | (11,945) | (1,896) |
Loss before taxes | (25,075) | (19,230) | (10,189) | 1,814 | (464) | 4,099 | (9,420) | (6,649) | (52,680) | (12,434) | (29,885) |
Income tax expense (benefit) | 2 | 55 | 16 | (1) | (12) | 0 | 21 | 0 | 72 | 9 | 1 |
Net loss | $ (25,077) | $ (19,285) | $ (10,205) | $ 1,815 | $ (452) | $ 4,099 | $ (9,441) | $ (6,649) | $ (52,752) | $ (12,443) | $ (29,886) |
Net (loss) income per share available to common stockholders: | |||||||||||
Basic (in dollars per share) | $ (0.40) | $ (0.31) | $ (0.16) | $ 0.03 | $ (0.01) | $ 0.07 | $ (0.24) | $ (0.95) | |||
Diluted (in dollars per share) | $ (0.40) | $ (0.31) | $ (0.16) | $ 0.03 | $ (0.01) | $ 0.06 | $ (0.24) | $ (0.95) |