Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 01, 2023 | Aug. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 01, 2023 | |
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 | 888 N. Douglas Street, Suite 100 | |
Entity Address, City or Town | El Segundo | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90245 | |
City Area Code | 866 | |
Local Phone Number | 756-4112 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BYND | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 64,385,791 | |
Entity Central Index Key | 0001655210 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 210,781 | $ 309,922 |
Restricted cash, current | 2,552 | 0 |
Accounts receivable, net | 50,821 | 34,198 |
Inventory | 207,138 | 235,696 |
Prepaid expenses and other current assets | 26,051 | 20,700 |
Assets held for sale | 98 | 5,943 |
Total current assets | 497,441 | 606,459 |
Restricted cash, non-current | 12,600 | 12,627 |
Property, plant, and equipment, net | 250,335 | 257,002 |
Operating lease right-of-use assets | 136,264 | 87,595 |
Prepaid lease costs, non-current | 60,794 | 85,472 |
Other non-current assets, net | 9,314 | 10,744 |
Investment in unconsolidated joint venture | 1,837 | 2,325 |
Total assets | 968,585 | 1,062,224 |
Current liabilities: | ||
Accounts payable | 39,508 | 55,300 |
Current portion of operating lease liabilities | 3,127 | 3,812 |
Accrued expenses and other current liabilities | 12,009 | 16,729 |
Total current liabilities | 54,644 | 75,841 |
Long-term liabilities: | ||
Convertible senior notes, net | 1,135,575 | 1,133,608 |
Operating lease liabilities, net of current portion | 77,122 | 55,854 |
Finance lease obligations and other long-term liabilities | 362 | 469 |
Total long-term liabilities | 1,213,059 | 1,189,931 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ (deficit) 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; 64,318,246 and 63,773,982 shares issued and outstanding at July 1, 2023 and December 31, 2022, respectively | 6 | 6 |
Additional paid-in capital | 561,484 | 544,357 |
Accumulated deficit | (855,651) | (743,109) |
Accumulated other comprehensive loss | (4,957) | (4,802) |
Total stockholders’ deficit | (299,118) | (203,548) |
Total liabilities and stockholders’ (deficit) equity | $ 968,585 | $ 1,062,224 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 01, 2023 | Dec. 31, 2022 |
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) | 64,318,246 | 63,773,982 |
Common stock, outstanding (in shares) | 64,318,246 | 63,773,982 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Income Statement [Abstract] | ||||
Net revenues | $ 102,149 | $ 147,040 | $ 194,385 | $ 256,495 |
Cost of goods sold | 99,876 | 153,202 | 185,927 | 262,467 |
Gross profit (loss) | 2,273 | (6,162) | 8,458 | (5,972) |
Research and development expenses | 8,773 | 16,202 | 21,205 | 35,880 |
Selling, general and administrative expenses | 47,455 | 63,015 | 99,355 | 138,129 |
Restructuring expenses | (201) | 4,302 | (627) | 7,328 |
Total operating expenses | 56,027 | 83,519 | 119,933 | 181,337 |
Loss from operations | (53,754) | (89,681) | (111,475) | (187,309) |
Other (expense) income, net: | ||||
Interest expense | (989) | (1,108) | (1,978) | (2,133) |
Other, net | 1,746 | (4,902) | 4,654 | (6,026) |
Total other income (expense), net | 757 | (6,010) | 2,676 | (8,159) |
Loss before taxes | (52,997) | (95,691) | (108,799) | (195,468) |
Income tax expense | 5 | 11 | 5 | 21 |
Equity in losses of unconsolidated joint venture | 503 | 1,432 | 3,738 | 2,103 |
Net loss | $ (53,505) | $ (97,134) | $ (112,542) | $ (197,592) |
Net loss per share available to common stockholders—basic (in dollars per share) | $ (0.83) | $ (1.53) | $ (1.76) | $ (3.11) |
Net loss per share available to common stockholders—diluted (in dollars per share) | $ (0.83) | $ (1.53) | $ (1.76) | $ (3.11) |
Weighted average common shares outstanding—basic (in shares) | 64,246,048 | 63,573,658 | 64,119,258 | 63,519,444 |
Weighted average common shares outstanding—diluted (in shares) | 64,246,048 | 63,573,658 | 64,119,258 | 63,519,444 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (53,505) | $ (97,134) | $ (112,542) | $ (197,592) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation loss, net of tax | (158) | (2,259) | (155) | (2,982) |
Comprehensive loss, net of tax | $ (53,663) | $ (99,393) | $ (112,697) | $ (200,574) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ (Deficit) Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2021 | 63,400,899 | ||||
Beginning balance at Dec. 31, 2021 | $ 132,495 | $ 6 | $ 510,014 | $ (376,972) | $ (553) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (100,458) | (100,458) | |||
Issuance of common stock under equity incentive plans, net (in shares) | 124,500 | ||||
Issuance of common stock under equity incentive plans, net | 375 | 375 | |||
Share-based compensation for equity classified awards | 9,292 | 9,292 | |||
Foreign currency translation adjustment | (723) | (723) | |||
Ending balance (in shares) at Apr. 02, 2022 | 63,525,399 | ||||
Ending balance at Apr. 02, 2022 | 40,981 | $ 6 | 519,681 | (477,430) | (1,276) |
Beginning balance (in shares) at Dec. 31, 2021 | 63,400,899 | ||||
Beginning balance at Dec. 31, 2021 | 132,495 | $ 6 | 510,014 | (376,972) | (553) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (197,592) | ||||
Foreign currency translation adjustment | (2,982) | ||||
Ending balance (in shares) at Jul. 02, 2022 | 63,643,369 | ||||
Ending balance at Jul. 02, 2022 | (47,941) | $ 6 | 530,152 | (574,564) | (3,535) |
Beginning balance (in shares) at Apr. 02, 2022 | 63,525,399 | ||||
Beginning balance at Apr. 02, 2022 | 40,981 | $ 6 | 519,681 | (477,430) | (1,276) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (97,134) | (97,134) | |||
Issuance of common stock under equity incentive plans, net (in shares) | 117,970 | ||||
Issuance of common stock under equity incentive plans, net | 165 | 165 | |||
Share-based compensation for equity classified awards | 10,306 | 10,306 | |||
Foreign currency translation adjustment | (2,259) | (2,259) | |||
Ending balance (in shares) at Jul. 02, 2022 | 63,643,369 | ||||
Ending balance at Jul. 02, 2022 | (47,941) | $ 6 | 530,152 | (574,564) | (3,535) |
Beginning balance (in shares) at Dec. 31, 2022 | 63,773,982 | ||||
Beginning balance at Dec. 31, 2022 | (203,548) | $ 6 | 544,357 | (743,109) | (4,802) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (59,037) | (59,037) | |||
Issuance of common stock under equity incentive plans, net (in shares) | 376,772 | ||||
Issuance of common stock under equity incentive plans, net | (117) | (117) | |||
Share-based compensation for equity classified awards | 9,565 | 9,565 | |||
Foreign currency translation adjustment | 3 | 3 | |||
Ending balance (in shares) at Apr. 01, 2023 | 64,150,754 | ||||
Ending balance at Apr. 01, 2023 | (253,134) | $ 6 | 553,805 | (802,146) | (4,799) |
Beginning balance (in shares) at Dec. 31, 2022 | 63,773,982 | ||||
Beginning balance at Dec. 31, 2022 | (203,548) | $ 6 | 544,357 | (743,109) | (4,802) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (112,542) | ||||
Foreign currency translation adjustment | (155) | ||||
Ending balance (in shares) at Jul. 01, 2023 | 64,318,246 | ||||
Ending balance at Jul. 01, 2023 | (299,118) | $ 6 | 561,484 | (855,651) | (4,957) |
Beginning balance (in shares) at Apr. 01, 2023 | 64,150,754 | ||||
Beginning balance at Apr. 01, 2023 | (253,134) | $ 6 | 553,805 | (802,146) | (4,799) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (53,505) | (53,505) | |||
Issuance of common stock under equity incentive plans, net (in shares) | 167,492 | ||||
Issuance of common stock under equity incentive plans, net | (69) | (69) | |||
Share-based compensation for equity classified awards | 7,748 | 7,748 | |||
Foreign currency translation adjustment | (158) | (158) | |||
Ending balance (in shares) at Jul. 01, 2023 | 64,318,246 | ||||
Ending balance at Jul. 01, 2023 | $ (299,118) | $ 6 | $ 561,484 | $ (855,651) | $ (4,957) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 01, 2023 | Apr. 01, 2023 | Jul. 02, 2022 | Apr. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||||
Net loss | $ (53,505) | $ (59,037) | $ (97,134) | $ (100,458) | $ (112,542) | $ (197,592) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 5,900 | 7,700 | 11,928 | 14,820 | |||
Non-cash lease expense | 3,613 | 2,091 | |||||
Share-based compensation expense | 17,313 | 19,598 | |||||
Loss on sale of fixed assets | 3,804 | 400 | |||||
Amortization of debt issuance costs | 1,967 | 1,967 | |||||
Equity in losses of unconsolidated joint venture | 503 | 1,432 | 3,738 | 2,103 | |||
Unrealized losses on foreign currency transactions | 213 | 7,076 | |||||
Net change in operating assets and liabilities: | |||||||
Accounts receivable | (16,462) | (30,158) | |||||
Inventories | 28,975 | (17,036) | |||||
Prepaid expenses and other assets | (4,705) | (992) | |||||
Accounts payable | (14,177) | (206) | |||||
Accrued expenses and other current liabilities | (4,852) | 7,949 | |||||
Prepaid lease costs, non-current | (4,593) | (43,651) | |||||
Operating lease liabilities | (2,556) | (2,059) | |||||
Net cash used in operating activities | (88,336) | (235,690) | |||||
Cash flows from investing activities: | |||||||
Purchases of property, plant and equipment | (7,139) | (41,965) | |||||
Proceeds from sale of fixed assets | 2,316 | 0 | |||||
Payments for investment in joint venture | (3,250) | 0 | |||||
Return of security deposits | 0 | (23) | |||||
Net cash used in investing activities | (8,073) | (41,988) | |||||
Cash flows from financing activities: | |||||||
Principal payments under finance lease obligations | (115) | (43) | |||||
Proceeds from exercise of stock options | 152 | 1,309 | |||||
Payments of minimum withholding taxes on net share settlement of equity awards | (337) | (769) | |||||
Net cash (used in) provided by financing activities | (300) | 497 | |||||
Net decrease in cash, cash equivalents and restricted cash | (96,709) | (277,181) | |||||
Effect of exchange rate changes on cash | 94 | (1,439) | |||||
Cash, cash equivalents and restricted cash at the beginning of the period | $ 322,548 | $ 733,294 | 322,548 | 733,294 | $ 733,294 | ||
Cash, cash equivalents and restricted cash at the end of the period | $ 225,933 | $ 454,674 | 225,933 | 454,674 | $ 322,548 | ||
Supplemental disclosures of cash flow information: | |||||||
Interest | 0 | 153 | |||||
Taxes | 9 | 21 | |||||
Non-cash investing and financing activities: | |||||||
Non-cash additions to property, plant and equipment | 1,769 | 12,430 | |||||
Reclassification of pre-paid lease costs to operating lease right-of-use assets | 29,270 | 0 | |||||
Non-cash additions to financing leases | 109 | 115 | |||||
Operating lease right-of-use assets obtained in exchange for lease liabilities | $ 36,400 | $ 748 |
Introduction
Introduction | 6 Months Ended |
Jul. 01, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Introduction | Introduction The Company Beyond Meat, Inc., a Delaware corporation (including its subsidiaries unless the context otherwise requires, the “Company”), is a leading plant-based meat company 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 promise, “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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies A detailed description of the Company's significant accounting policies can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023 (the “2022 10-K”). There have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2022 10-K, except as noted below. Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any other interim period or for any other future fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the 2022 10-K. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated. Management’s Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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. Foreign Currency Foreign currency translation loss, net of tax, reported as cumulative translation adjustment through “Other comprehensive loss” was $0.2 million and $2.3 million in the three months ended July 1, 2023 and July 2, 2022, respectively. Net realized and unrealized foreign currency transaction losses included in “Other, net” were $1.0 million and $5.5 million in the three months ended July 1, 2023 and July 2, 2022, respectively. Foreign currency translation loss, net of tax, reported as cumulative translation adjustment through “Other comprehensive loss” was $0.2 million and $3.0 million in the six months ended July 1, 2023 and July 2, 2022, respectively. Net realized and unrealized foreign currency transaction losses included in “Other, net” were $0.7 million and $6.6 million in the six months ended July 1, 2023 and July 2, 2022, respectively. Fair Value of Financial Instruments The Company had no financial instruments measured at fair value on a recurring basis at July 1, 2023 and December 31, 2022. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 in the three and six months ended July 1, 2023. Restricted Cash Restricted cash includes cash held as collateral for stand-alone letter of credit agreements related to normal business transactions. The agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder. The Company had $15.2 million in restricted cash as of July 1, 2023, which was comprised of $12.6 million to secure the letter of credit to support the development and leasing of the Company’s Campus Headquarters (as defined in Note 4 ) recorded in “Restricted cash, non-current” and $2.6 million to secure a letter of credit associated with a new third party contract manufacturer in Europe recorded in “Restricted cash, current” in the condensed consolidated balance sheet. See Note 10 . Revenue Recognition At the end of each accounting period, the Company recognizes a contra asset to accounts receivable for estimated sales discounts that have been incurred but not paid which totaled $4.2 million and $4.6 million as of July 1, 2023 and December 31, 2022, respectively. The offsetting charge is recorded as a reduction of revenues in the same period when the expense is incurred. Presentation of Net Revenues by Channel The following table presents the Company’s net revenues by channel: Three Months Ended Six Months Ended (in thousands) July 1, July 2, July 1, July 2, U.S.: Retail $ 48,490 $ 78,861 $ 92,649 $ 147,121 Foodservice 12,764 23,389 27,439 38,882 U.S. net revenues 61,254 102,250 120,088 186,003 International: Retail 19,995 23,692 34,284 39,829 Foodservice 20,900 21,098 40,013 30,663 International net revenues 40,895 44,790 74,297 70,492 Net revenues $ 102,149 $ 147,040 $ 194,385 $ 256,495 One distributor and one customer accounted for approximately 11% and 10%, respectively, of the Company’s gross revenues in the three months ended July 1, 2023; and two distributors accounted for approximately 16% and 10%, respectively, of the Company’s gross revenues in the three months ended July 2, 2022. One distributor accounted for approximately 11% of the Company’s gross revenues in the six months ended July 1, 2023; and one distributor accounted for approximately 13% of the Company’s gross revenues in the six months ended July 2, 2022. No other customer or distributor accounted for more than 10% of the Company’s gross revenues in the three and six months ended July 1, 2023 and July 2, 2022. Investment in Joint Venture The Company uses the equity method of accounting to record transactions associated with its joint venture when the Company shares in joint control of the investee. Investment in joint venture is not consolidated but is recorded in “Investment in unconsolidated joint venture” in the Company’s condensed consolidated balance sheets. The Company recognizes its portion of the investee’s results in “Equity in losses of unconsolidated joint venture” in its condensed consolidated statements of operations. The Company eliminates its proportionate interest in any intra-entity profits or losses in the inventory of the investee at the end of the reporting period and recognizes its portion of the profit and losses when realized by the investee. Shipping and Handling Costs Outbound shipping and handling costs included in selling, general and administrative (“SG&A”) expenses in the three months ended July 1, 2023 and July 2, 2022 were $2.8 million and $4.2 million, respectively. Outbound shipping and handling costs included in SG&A expenses in the six months ended July 1, 2023 and July 2, 2022 were $6.0 million and $10.1 million, respectively. Change in Accounting Estimate During the first quarter of 2023, the Company completed a reassessment of the useful lives of its large manufacturing equipment and research and development equipment, and determined that the Company should increase the estimated useful lives for certain of its equipment from a range of 5 to 10 years to a uniform 10 years. This reassessment was accounted for as a change in accounting estimate and was made on a prospective basis effective January 1, 2023. See Note 6 . Recently Adopted Accounting Pronouncements None. |
Restructuring
Restructuring | 6 Months Ended |
Jul. 01, 2023 | |
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. On October 18, 2022, the parties to this dispute entered into a confidential written settlement agreement and mutual release, pursuant to which the parties agreed to dismiss with prejudice all claims and cross-claims asserted in the associated cases filed in the Superior Court of the State of California for the County of Los Angeles and the United States District Court for the Central District of California. The terms of the settlement did not have a material impact on Beyond Meat’s financial position or results of operations. No party admitted liability or wrongdoing in connection with the settlement. In the three months ended July 1, 2023, the Company recorded a credit of $(0.2) million in restructuring expenses primarily driven by a reversal of certain accruals. In the three months ended July 2, 2022, the Company recorded $4.3 million in restructuring expenses related to this dispute, which consisted primarily of legal and other expenses. In the six months ended July 1, 2023, the Company recorded a credit of $(0.6) million in restructuring expenses primarily driven by a reversal of certain accruals. In the six months ended July 2, 2022, the Company recorded $7.3 million in restructuring expenses related to this dispute, which consisted primarily of legal and other expenses. |
Leases
Leases | 6 Months Ended |
Jul. 01, 2023 | |
Leases [Abstract] | |
Leases | Leases See Note 10 . Leases are classified as either finance leases or operating leases based on criteria in Accounting Standards Codification 842. The Company has operating leases for its corporate offices, including the Campus Lease, its former Manhattan Beach Project Innovation Center, its manufacturing facilities, warehouses and vehicles, and to a lesser extent, certain equipment and finance leases. Such leases generally have original lease terms between 2 years and 12 years, and often include one or more options to renew. Some leases also include early termination options, which can be exercised under specific conditions. The Company includes options to extend the lease term if the options are reasonably certain of being exercised. The Company does not have residual value guarantees or material restrictive covenants associated with its leases. On January 14, 2021, the Company entered into the Campus Lease, a 12-year lease with two 5-year renewal options to house its corporate headquarters, lab and innovation space (the “Campus Headquarters”) in El Segundo, California. Although the Company is involved in the design of the tenant improvements of the Campus Headquarters, the Company does not have title or possession of the assets during construction. In addition, the Company does not have the ability to control the leased Campus Headquarters until each phase of the tenant improvements is complete. The Company contributed $4.6 million and $55.1 million in payments towards the construction of the Campus Headquarters in the six months ended July 1, 2023 and the year ended December 31, 2022, respectively. These payments are initially recorded in “Prepaid lease costs, non-current” in the Company’s condensed consolidated balance sheets and will ultimately be reclassified as a component of a right-of-use asset upon lease commencement for each phase of the lease. On June 1, 2023, the tenant improvements associated with Phase 1-B were completed, and the underlying asset was delivered to the Company. As such, upon commencement of Phase 1-B, the Company recognized a $64.9 million right-of-use asset, which included the reclassification of $29.3 million of the construction payments previously included in “Prepaid lease costs, non-current,” and a $35.6 million lease liability. In 2022, the tenant improvements associated with Phase 1-A were completed, and the underlying asset was delivered to the Company. As such, upon commencement of Phase 1-A, the Company recognized a $64.1 million right-of-use asset, which included the reclassification of $27.7 million of the construction payments previously included in “Prepaid lease costs, non-current,” and a $36.6 million lease liability. Upon completion of the tenant improvements associated with Phase 1-B, the Company moved its headquarters, sales and marketing operations into the newly constructed Campus Headquarters where its innovation center is also located. On June 30, 2023, the Company terminated the lease of its former headquarters, also in El Segundo, California. As a result of this termination, during the second quarter of 2023, the balances in “Operating lease right-of use assets,” “Current portion of operating lease liabilities” and “Operating lease liabilities, net of current portion” were reduced by $1.9 million, $0.5 million and $1.4 million, respectively. Costs associated with this lease through its termination date, including termination costs, are included in operating lease costs related to selling, general and administrative expenses and are reflected in the tables below. On February 14, 2023, the Company terminated the lease of its Commerce, California commercialization center. As a result of this termination, during the first quarter of 2023, the balances in “Operating lease right-of use assets,” “Current portion of operating lease liabilities” and “Operating lease liabilities, net of current portion” were reduced by $11.3 million, $0.8 million and $10.5 million, respectively. Costs associated with this lease through its termination date, including termination costs, are included in operating lease costs related to research and development expenses and are reflected in the tables below. Lease costs for operating and finance leases were as follows: Three Months Ended (in thousands) Statement of Operations Location July 1, 2023 July 2, 2022 Operating lease cost: Lease cost Cost of goods sold $ 401 $ 151 Lease cost Research and development expenses 1,942 551 Lease cost Selling, general and administrative expenses 751 860 Variable lease cost (1) Cost of goods sold 39 9 Variable lease cost (1) Research and development expenses 21 — Variable lease cost (1) Selling, general and administrative expenses 652 — Operating lease cost $ 3,806 $ 1,571 Short-term lease cost: Short-term lease cost Cost of goods sold $ 21 $ — Short-term lease cost Research and development expenses 38 — Short-term lease cost Selling, general and administrative expenses 50 152 Short-term lease cost $ 109 $ 152 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 52 $ 45 Amortization of right-of use assets Research and development expenses 4 — Interest on lease liabilities Interest expense 6 (12) Variable lease cost (1) Cost of goods sold 4 — Finance lease cost $ 66 $ 33 Total lease cost $ 3,981 $ 1,756 ____________ (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. Six Months Ended (in thousands) Statement of Operations Location July 1, 2023 July 2, 2022 Operating lease cost: Lease cost Cost of goods sold $ 811 $ 762 Lease cost Research and development expenses 4,472 1,065 Lease cost Selling, general and administrative expenses 1,117 1,863 Variable lease cost (1) Cost of goods sold 123 162 Variable lease cost (1) Research and development expenses 83 — Variable lease cost (1) Selling, general and administrative expenses 1,168 — Operating lease cost $ 7,774 $ 3,852 Short-term lease cost: Short-term lease cost Cost of goods sold $ 42 $ — Short-term lease cost Research and development expenses 84 — Short-term lease cost Selling, general and administrative expenses 97 299 Short-term lease cost $ 223 $ 299 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 105 $ 90 Amortization of right-of use assets Research and development expenses 7 — Interest on lease liabilities Interest expense 11 12 Variable lease cost (1) Cost of goods sold 5 — Finance lease cost $ 128 $ 102 Total lease cost $ 8,125 $ 4,253 ____________ (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. Supplemental balance sheet information as of July 1, 2023 and December 31, 2022 related to leases are as follows: (in thousands) Balance Sheet Location July 1, 2023 December 31, 2022 Assets Operating leases Operating lease right-of-use assets $ 136,264 $ 87,595 Finance leases, net Property, plant and equipment, net 568 688 Total lease assets $ 136,832 $ 88,283 Liabilities Current: Operating lease liabilities Current portion of operating lease liabilities $ 3,127 $ 3,812 Finance lease liabilities Accrued expenses and other current liabilities 218 224 Long-term: Operating lease liabilities Operating lease liabilities, net of current portion 77,122 55,854 Finance lease liabilities Finance lease obligations and other long-term liabilities 362 469 Total lease liabilities $ 80,829 $ 60,359 The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of July 1, 2023: July 1, 2023 (in thousands) Operating Leases Finance Leases Remainder of 2023 $ 4,318 $ 119 2024 8,368 209 2025 8,050 178 2026 8,030 72 2027 8,180 37 Thereafter 96,198 — Total undiscounted future minimum lease payments 133,144 615 Less imputed interest (52,895) (35) Total discounted future minimum lease payments $ 80,249 $ 580 Weighted average remaining lease terms and weighted average discount rates were: July 1, 2023 Operating Leases Finance Leases Weighted average remaining lease term (years) 14.4 3.0 Weighted average discount rate 6.8 % 3.6 % |
Leases | Leases See Note 10 . Leases are classified as either finance leases or operating leases based on criteria in Accounting Standards Codification 842. The Company has operating leases for its corporate offices, including the Campus Lease, its former Manhattan Beach Project Innovation Center, its manufacturing facilities, warehouses and vehicles, and to a lesser extent, certain equipment and finance leases. Such leases generally have original lease terms between 2 years and 12 years, and often include one or more options to renew. Some leases also include early termination options, which can be exercised under specific conditions. The Company includes options to extend the lease term if the options are reasonably certain of being exercised. The Company does not have residual value guarantees or material restrictive covenants associated with its leases. On January 14, 2021, the Company entered into the Campus Lease, a 12-year lease with two 5-year renewal options to house its corporate headquarters, lab and innovation space (the “Campus Headquarters”) in El Segundo, California. Although the Company is involved in the design of the tenant improvements of the Campus Headquarters, the Company does not have title or possession of the assets during construction. In addition, the Company does not have the ability to control the leased Campus Headquarters until each phase of the tenant improvements is complete. The Company contributed $4.6 million and $55.1 million in payments towards the construction of the Campus Headquarters in the six months ended July 1, 2023 and the year ended December 31, 2022, respectively. These payments are initially recorded in “Prepaid lease costs, non-current” in the Company’s condensed consolidated balance sheets and will ultimately be reclassified as a component of a right-of-use asset upon lease commencement for each phase of the lease. On June 1, 2023, the tenant improvements associated with Phase 1-B were completed, and the underlying asset was delivered to the Company. As such, upon commencement of Phase 1-B, the Company recognized a $64.9 million right-of-use asset, which included the reclassification of $29.3 million of the construction payments previously included in “Prepaid lease costs, non-current,” and a $35.6 million lease liability. In 2022, the tenant improvements associated with Phase 1-A were completed, and the underlying asset was delivered to the Company. As such, upon commencement of Phase 1-A, the Company recognized a $64.1 million right-of-use asset, which included the reclassification of $27.7 million of the construction payments previously included in “Prepaid lease costs, non-current,” and a $36.6 million lease liability. Upon completion of the tenant improvements associated with Phase 1-B, the Company moved its headquarters, sales and marketing operations into the newly constructed Campus Headquarters where its innovation center is also located. On June 30, 2023, the Company terminated the lease of its former headquarters, also in El Segundo, California. As a result of this termination, during the second quarter of 2023, the balances in “Operating lease right-of use assets,” “Current portion of operating lease liabilities” and “Operating lease liabilities, net of current portion” were reduced by $1.9 million, $0.5 million and $1.4 million, respectively. Costs associated with this lease through its termination date, including termination costs, are included in operating lease costs related to selling, general and administrative expenses and are reflected in the tables below. On February 14, 2023, the Company terminated the lease of its Commerce, California commercialization center. As a result of this termination, during the first quarter of 2023, the balances in “Operating lease right-of use assets,” “Current portion of operating lease liabilities” and “Operating lease liabilities, net of current portion” were reduced by $11.3 million, $0.8 million and $10.5 million, respectively. Costs associated with this lease through its termination date, including termination costs, are included in operating lease costs related to research and development expenses and are reflected in the tables below. Lease costs for operating and finance leases were as follows: Three Months Ended (in thousands) Statement of Operations Location July 1, 2023 July 2, 2022 Operating lease cost: Lease cost Cost of goods sold $ 401 $ 151 Lease cost Research and development expenses 1,942 551 Lease cost Selling, general and administrative expenses 751 860 Variable lease cost (1) Cost of goods sold 39 9 Variable lease cost (1) Research and development expenses 21 — Variable lease cost (1) Selling, general and administrative expenses 652 — Operating lease cost $ 3,806 $ 1,571 Short-term lease cost: Short-term lease cost Cost of goods sold $ 21 $ — Short-term lease cost Research and development expenses 38 — Short-term lease cost Selling, general and administrative expenses 50 152 Short-term lease cost $ 109 $ 152 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 52 $ 45 Amortization of right-of use assets Research and development expenses 4 — Interest on lease liabilities Interest expense 6 (12) Variable lease cost (1) Cost of goods sold 4 — Finance lease cost $ 66 $ 33 Total lease cost $ 3,981 $ 1,756 ____________ (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. Six Months Ended (in thousands) Statement of Operations Location July 1, 2023 July 2, 2022 Operating lease cost: Lease cost Cost of goods sold $ 811 $ 762 Lease cost Research and development expenses 4,472 1,065 Lease cost Selling, general and administrative expenses 1,117 1,863 Variable lease cost (1) Cost of goods sold 123 162 Variable lease cost (1) Research and development expenses 83 — Variable lease cost (1) Selling, general and administrative expenses 1,168 — Operating lease cost $ 7,774 $ 3,852 Short-term lease cost: Short-term lease cost Cost of goods sold $ 42 $ — Short-term lease cost Research and development expenses 84 — Short-term lease cost Selling, general and administrative expenses 97 299 Short-term lease cost $ 223 $ 299 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 105 $ 90 Amortization of right-of use assets Research and development expenses 7 — Interest on lease liabilities Interest expense 11 12 Variable lease cost (1) Cost of goods sold 5 — Finance lease cost $ 128 $ 102 Total lease cost $ 8,125 $ 4,253 ____________ (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. Supplemental balance sheet information as of July 1, 2023 and December 31, 2022 related to leases are as follows: (in thousands) Balance Sheet Location July 1, 2023 December 31, 2022 Assets Operating leases Operating lease right-of-use assets $ 136,264 $ 87,595 Finance leases, net Property, plant and equipment, net 568 688 Total lease assets $ 136,832 $ 88,283 Liabilities Current: Operating lease liabilities Current portion of operating lease liabilities $ 3,127 $ 3,812 Finance lease liabilities Accrued expenses and other current liabilities 218 224 Long-term: Operating lease liabilities Operating lease liabilities, net of current portion 77,122 55,854 Finance lease liabilities Finance lease obligations and other long-term liabilities 362 469 Total lease liabilities $ 80,829 $ 60,359 The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of July 1, 2023: July 1, 2023 (in thousands) Operating Leases Finance Leases Remainder of 2023 $ 4,318 $ 119 2024 8,368 209 2025 8,050 178 2026 8,030 72 2027 8,180 37 Thereafter 96,198 — Total undiscounted future minimum lease payments 133,144 615 Less imputed interest (52,895) (35) Total discounted future minimum lease payments $ 80,249 $ 580 Weighted average remaining lease terms and weighted average discount rates were: July 1, 2023 Operating Leases Finance Leases Weighted average remaining lease term (years) 14.4 3.0 Weighted average discount rate 6.8 % 3.6 % |
Inventories
Inventories | 6 Months Ended |
Jul. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Major classes of inventory were as follows: (in thousands) July 1, December 31, Raw materials and packaging $ 112,508 $ 139,509 Work in process 39,602 37,001 Finished goods 55,028 59,186 Total $ 207,138 $ 235,696 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jul. 01, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The Company records property, plant and equipment at cost and includes finance lease assets in “Property, plant and equipment, net” in its condensed consolidated balance sheets. A summary of property, plant, and equipment as of July 1, 2023 and December 31, 2022, is as follows: (in thousands) July 1, December 31, Manufacturing equipment $ 197,976 $ 171,532 Research and development equipment 19,064 16,948 Leasehold improvements 23,920 22,740 Building 22,758 22,675 Finance leases 1,086 1,093 Software 3,458 2,377 Furniture and fixtures 1,079 866 Vehicles 584 584 Land 5,465 5,446 Assets not yet placed in service 70,047 93,152 Total property, plant and equipment $ 345,437 $ 337,413 Less: accumulated depreciation and amortization 95,102 80,411 Property, plant and equipment, net $ 250,335 $ 257,002 Depreciation and amortization expense in the three months ended July 1, 2023 and July 2, 2022 was $5.9 million and $7.7 million, respectively. Of the total depreciation and amortization expense in the three months ended July 1, 2023 and July 2, 2022, $5.3 million and $6.6 million, respectively, were recorded in cost of goods sold, $0.4 million and $1.0 million, respectively, were recorded in research and development expenses, and $0.2 million and $0.1 million, respectively, were recorded in SG&A expenses in the Company’s condensed consolidated statements of operations. Depreciation and amortization expense in the six months ended July 1, 2023 and July 2, 2022 was $11.9 million and $14.8 million, respectively. Of the total depreciation and amortization expense in the six months ended July 1, 2023 and July 2, 2022, $10.7 million and $12.5 million, respectively, were recorded in cost of goods sold, $0.9 million and $2.0 million, respectively, were recorded in research and development expenses, and $0.3 million and $0.3 million, respectively, were recorded in SG&A expenses in the Company’s condensed consolidated statements of operations. During the first quarter of 2023, the Company completed a reassessment of the useful lives of its large manufacturing and research and development equipment, and determined that the Company should increase the estimated useful lives for certain of its equipment from a range of 5 to 10 years to a uniform 10 years. The timing of this reassessment was based on a combination of factors accumulating over time, including historical useful life information and changes in the Company’s planned use of the equipment, that provided the Company with updated information that allowed it to make a better estimate of the economic lives of such equipment. This reassessment was accounted for as a change in accounting estimate and was made on a prospective basis effective January 1, 2023. This change in accounting estimate decreased depreciation expense for the three months ended July 1, 2023 by $5.6 million, impacting cost of goods sold and research and development expenses by $5.1 million and $0.5 million, respectively, and decreased both basic and diluted net loss per share available to common stockholders by $0.09. For the six months ended July 1, 2023, this change in accounting estimate decreased depreciation expense by $11.2 million, impacting cost of goods sold and research and development expenses by $10.2 million and $1.0 million, respectively, and decreased both basic and diluted net loss per share available to common stockholders by $0.17. The Company had $0.1 million and $5.9 million in property, plant and equipment concluded to meet the criteria for assets held for sale as of July 1, 2023 and December 31, 2022, respectively. Amounts previously classified as assets held for sale were sold in a prior period for amounts that approximated book value for which a note receivable of $3.8 million, net of payments received, had been recorded. The note receivable is included in “Other non-current assets, net” in the Company’s condensed consolidated balance sheet at July 1, 2023 and December 31, 2022. |
Debt
Debt | 6 Months Ended |
Jul. 01, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of debt balances as of July 1, 2023 and December 31, 2022: (in thousands) July 1, December 31, Convertible senior notes $ 1,150,000 $ 1,150,000 Debt issuance costs (14,425) (16,392) Long-term debt $ 1,135,575 $ 1,133,608 Convertible Senior Notes On March 5, 2021, the Company issued $1.0 billion aggregate principal amount of its 0% Convertible Senior Notes due 2027 (the “Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. On March 12, 2021, the initial purchasers of the Convertible Notes exercised their option to purchase an additional $150.0 million aggregate principal amount of the Company’s 0% Convertible Senior Notes due 2027 (the “Additional Notes,” and together with the Convertible Notes, the “Notes”), and such Additional Notes were issued on March 16, 2021. The total amount of debt issuance costs of $23.6 million was recorded as a reduction to “Convertible senior notes, net” in the condensed consolidated balance sheet and is being amortized as interest expense over the term of the Notes using the effective interest method. In each of the three months ended July 1, 2023 and July 2, 2022, the Company recognized $1.0 million in interest expense related to the amortization of the debt issuance costs related to the Notes. The effective interest rate in both of the three month periods ended July 1, 2023 and July 2, 2022 was 0.09%. In each of the six months ended July 1, 2023 and July 2, 2022, the Company recognized $2.0 million in interest expense related to the amortization of the debt issuance costs related to the Notes. The effective interest rate in both of the six month periods ended July 1, 2023 and July 2, 2022 was 0.17%. The following is a summary of the Company’s Notes as of July 1, 2023: (in thousands) Principal Amount Unamortized Issuance Costs Net Carrying Amount Fair Value Amount Leveling 0% Convertible senior notes due on March 15, 2027 $1,150,000 $14,425 $1,135,575 $311,075 Level 2 The Notes are carried at face value less the unamortized debt issuance costs on the Company’s condensed consolidated balance sheets. As of July 1, 2023, the estimated fair value of the Notes was approximately $311.1 million. The Notes are quoted on the Intercontinental Exchange and are classified as Level 2 financial instruments. The estimated fair value of the Notes was determined based on the actual bid price of the Notes on June 28, 2023, the last day of the period when the notes were traded. As of July 1, 2023, the remaining life of the Notes was approximately 3.7 years. |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity | 6 Months Ended |
Jul. 01, 2023 | |
Equity [Abstract] | |
Stockholders’ (Deficit) Equity | Stockholders’ (Deficit) Equity As of July 1, 2023, the Company’s shares consisted of 500,000,000 authorized shares of common stock, par value $0.0001 per share, of which 64,318,246 shares of common stock were issued and outstanding, and 500,000 authorized shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding. As of December 31, 2022, the Company’s shares consisted of 500,000,000 authorized shares of common stock, par value $0.0001 per share, of which 63,773,982 shares were issued and outstanding, and 500,000 authorized shares of preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding. The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock. Common Stock Common stock reserved for future issuance consisted of the following: July 1, December 31, Equity incentive compensation awards granted and outstanding 5,999,678 4,993,246 Shares available for grant under the 2018 Equity Incentive Plan 8,439,547 7,848,832 Shares available for issuance under the Employee Stock Purchase Plan 2,948,715 2,412,585 Shares reserved for potential issuance under the Notes 8,234,230 8,234,230 Total common stock reserved for future issuance (1) 25,622,170 23,488,893 _________________ (1) Total common stock reserved for future issuance excludes shares that may be issued pursuant to the ATM Program discussed below. Shelf Registration Statement On May 10, 2023, the Company filed an automatically effective shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC, which allows the Company to sell, from time to time, and at its discretion, shares of its common stock having an aggregate offering price of up to $200.0 million pursuant to an “at the market” offering program (the “ATM Program”). The Company intends to use the net proceeds, if any, from sales of its common stock issued under the ATM Program for general corporate and working capital purposes. The timing of any sales and the number of shares sold, if any, will depend on a variety of factors to be determined by the Company. The shares will be offered pursuant to an equity distribution agreement (the “Equity Distribution Agreement’) between the Company and Goldman Sachs & Co. LLC, (“Goldman Sachs”), as sales agent. The Company will pay Goldman Sachs a commission equal to 3.25% of the aggregate gross proceeds of any shares sold through Goldman Sachs pursuant to the Equity Distribution Agreement . The Company is not obligated to sell any shares under the Equity Distribution Agreement. As of July 1, 2023, no sales had been made under the Equity Distribution Agreement and the ATM Program’s full capacity remained available. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jul. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation In 2019, the Company’s 2011 Equity Incentive Plan (“2011 Plan”) was amended, restated and re-named the 2018 Equity Incentive Plan (“2018 Plan”), and the remaining shares available for issuance under the 2011 Plan were added to the shares reserved for issuance under the 2018 Plan. As of January 1, 2023, the maximum aggregate number of shares that may be issued under the 2018 Plan increased to 23,060,440 shares, which includes an increase of 2,144,521 shares effective January 1, 2023 under the terms of the 2018 Plan. The following table summarizes the shares available for grant under the 2018 Plan: Shares Available for Grant Balance - December 31, 2022 7,848,832 Authorized 2,144,521 Granted (2,051,201) Shares withheld to cover taxes 21,466 Forfeited 475,929 Balance - July 1, 2023 8,439,547 As of July 1, 2023 and December 31, 2022, there were 4,532,389 and 3,999,933 shares, respectively, issuable under stock options outstanding, 1,467,289 and 993,313 shares, respectively, issuable under unvested RSUs outstanding, 8,713,037 and 8,145,769 shares, respectively, issued for stock option exercises, RSU settlement, and restricted stock grants, and 8,439,547 and 7,848,832 shares, respectively, available for grant under the 2018 Plan. Stock Options Following are the assumptions used in the Black-Scholes valuation model for options granted during the periods shown below: Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, Risk-free interest rate N/A 3.0% 4.1% 1.9% Average expected term (years) N/A 7.0 7.0 7.0 Expected volatility N/A 55.0% 55.3% 55.0% Dividend yield N/A — — — There were no option grants in the three months ended July 1, 2023. Option grants in the six months ended July 1, 2023 and in the three and six months ended July 2, 2022 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 following table summarizes the Company’s stock option activity during the six months ended July 1, 2023: Number Weighted Weighted Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2022 3,999,933 $ 25.58 5.3 $ 20,712 Granted 1,014,718 $ 17.84 — $ — Exercised (209,813) $ 0.73 — $ 3,568 Canceled/Forfeited (272,449) $ 38.78 — $ — Outstanding at July 1, 2023 4,532,389 $ 24.20 5.8 $ 19,353 Vested and exercisable at July 1, 2023 3,139,612 $ 22.67 4.3 $ 19,353 Vested and expected to vest at July 1, 2023 4,317,216 $ 23.84 5.7 $ 19,353 __________ (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. In the three months ended July 1, 2023 and July 2, 2022, the Company recorded $2.8 million and $4.3 million, respectively, of share-based compensation expense related to options. In the six months ended July 1, 2023 and July 2, 2022, the Company recorded $6.8 million and $8.4 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 condensed consolidated statements of operations. As of July 1, 2023, there was $17.8 million in unrecognized compensation expense related to nonvested stock option awards which is expected to be recognized over a weighted average period of 1.5 years. Restricted Stock Units RSU grants to employees in the six months ended July 1, 2023 and July 2, 2022 generally vest 25% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining three years of the award, subject to continued employment through the vesting date. Some of the RSU grants to continuing employees in the six months ended July 1, 2023 and July 2, 2022 vest 50% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining four quarters of the award, subject to continued employment through the vesting date. Some of the RSU grants to continuing employees in the six months ended July 1, 2023 vest quarterly over four quarters, subject to continued employment through the vesting date. Annual RSU grants to directors on the Company’s Board of Directors (the “Board”) in the six months ended July 1, 2023 and July 2, 2022 vest monthly over a one-year period subject to continued service through the vesting date. RSU grants to a new director on the Board in the six months ended July 1, 2023 and July 2, 2022 vest monthly over a three-year period subject to continued service through the vesting date. RSU grants to nonemployee brand ambassadors and consultants in the six months ended July 1, 2023 and July 2, 2022 vest on varying dates, subject to continued service through the vesting date. The following table summarizes the Company’s RSU activity during the six months ended July 1, 2023: Number of Units Weighted Unvested at December 31, 2022 993,313 $ 35.98 Granted 1,036,483 $ 16.92 Vested (1) (359,156) $ 33.26 Canceled/Forfeited (203,351) $ 30.52 Unvested at July 1, 2023 1,467,289 $ 23.94 ________ (1) Includes 21,466 shares of common stock that were withheld to cover taxes on the release of vested RSUs and became available for future grants pursuant to the 2018 Plan. During the three months ended July 1, 2023 and July 2, 2022, the Company recorded $4.9 million and $6.0 million, respectively, of share-based compensation expense related to RSUs. During the six months ended July 1, 2023 and July 2, 2022, the Company recorded $10.5 million and $11.2 million, respectively, of share-based compensation expense related to RSUs. The share-based compensation expense is included in cost of goods sold, research and development expenses and SG&A expenses in the Company’s condensed consolidated statements of operations. As of July 1, 2023, there was $20.9 million in unrecognized compensation expense related to unvested RSUs which is expected to be recognized over a weighted average period of 1.3 years. Employee Stock Purchase Plan As of July 1, 2023, the maximum aggregate number of shares that may be issued under the 2018 Employee Stock Purchase Plan (“ESPP”) was 2,948,715 shares of common stock, including an increase of 536,130 shares effective January 1, 2023 under the terms of the ESPP. The 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 ESPP. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 01, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases See Note 4 . On January 14, 2021, the Company entered into the Campus Lease with HC Hornet Way, LLC, a Delaware limited liability company (the “Landlord”), to house the Company’s Campus Headquarters. Under the terms of the Campus Lease, the Company will lease an aggregate of approximately 282,000 rentable square feet in a portion of a building located at 888 N. Douglas Street, El Segundo, California, to be built out by the Landlord and delivered to the Company in multiple phases. In 2022 and in the second quarter of 2023, the tenant improvements associated with Phase 1-A and Phase 1-B, respectively, were completed and the underlying assets were delivered to the Company. Therefore, the Company began recognizing a right-of-use asset and lease liability for Phase1-A in its consolidated balance sheet in the year ended December 31, 2022 and for Phase 1-B in its consolidated balance sheet in the second quarter ended July 1, 2023. See Note 4 . Aggregate payments towards base rent over the initial lease term associated with the remaining phases not yet delivered to the Company will be approximately $79.4 million. Concurrent with the Company’s execution of the Campus Lease, as a security deposit, the Company delivered to the Landlord a letter of credit in the amount of $12.5 million which amount will decrease to: (i) $6.3 million on the fifth (5th) anniversary of the Rent Commencement Date (as defined in the Campus Lease); (ii) $3.1 million on the eighth (8th) anniversary of the Rent Commencement Date; and (iii) $0 in the event the Company receives certain credit ratings; provided the Company is not then in default of its obligations under the Campus Lease. The letter of credit is secured by a $12.6 million deposit included in the Company’s condensed consolidated balance sheet as “Restricted cash, non-current” as of July 1, 2023 and December 31, 2022. China Investment and Lease Agreement On September 22, 2020, the Company and its wholly-owned subsidiary, Beyond Meat (Jiaxing) Food Co., Ltd. (“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 agreed to invest $10.0 million as the registered capital of BYND JX in the JXEDZ through intercompany investment in BYND JX. As of July 1, 2023, the Company had invested $22.0 million as the registered capital of BYND JX and advanced $20.0 million to BYND JX. 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 increase its registered capital to $40.0 million and 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 obtain a second state-owned land plot in the JXEDZ in order to construct one or more facilities thereon. The Planet Partnership On January 25, 2021, the Company entered into the Planet Partnership, LLC (“TPP”), a joint venture with PepsiCo, Inc. (“PepsiCo”) to develop, produce and market innovative snack and beverage products made from plant-based protein. In the three months ended July 1, 2023 and July 2, 2022, the Company recognized its share of the net losses in TPP in the amount of $0.5 million and $1.4 million, respectively. In the six months ended July 1, 2023 and July 2, 2022, the Company recognized its share of the net losses in TPP in the amount of $3.7 million and $2.1 million, respectively. As of the year ended December 31, 2022, the Company had contributed its share of the investment in TPP in the amount of $24.3 million. In the six months ended July 1, 2023, the Company contributed an additional $3.3 million as its share of an additional investment in TPP, resulting in a total contribution of $27.6 million as of July 1, 2023. See Note 2 and Note 13 . In the first half of 2023, the Company continued the process of restructuring certain contracts and operating activities related to Beyond Meat Jerky. Purchase Commitments On July 1, 2023, the Company and Roquette Frères entered into a second amendment (the “Second Amendment”) to the Company’s existing pea protein supply agreement dated January 10, 2020, as amended by the first amendment dated August 3, 2022 (the “First Amendment”). Pursuant to the Second Amendment, the terms of the agreement and existing purchase commitments set forth in the First Amendment were revised and extended through December 31, 2025. Pursuant to the Second Amendment, the purchase commitment was revised such that the Company has committed to purchase pea protein inventory totaling $2.7 million in the remainder of 2023, $10.9 million in 2024 and $17.1 million in 2025. On April 6, 2022, the Company entered into a co-manufacturing agreement (“Co-Manufacturing Agreement”) with a co-manufacturer to manufacture various products for the Company. The Co-Manufacturing Agreement includes a minimum order quantity commitment per month and an aggregate quantity over a 5-year term. For a portion of the contract term, if the minimum order for a month is not fulfilled, the Company may be assessed a fee per pound, which fee may be waived by the co-manufacturer upon reaching certain aggregate quarterly volume requirements. The following table sets forth the schedule of the fees for the committed quantity under the Co-Manufacturing Agreement. (in thousands) As of Remainder of 2023 $ 5,910 2024 11,820 2025 11,820 2026 11,820 2027 34,475 Total $ 75,845 Litigation In connection with the matters described below, the Company has accrued for loss contingencies where it believes that losses are probable and estimable. No loss contingency is recorded for matters where such losses are either not probable or reasonably estimable (or both). Although it is reasonably possible that actual losses could be in excess of the Company’s accrual, the Company is unable to estimate a reasonably possible loss or range of loss in excess of its accrual, due to various reasons, including, among others, that: (i) the proceedings are in early stages or no claims have been asserted, (ii) specific damages have not been sought in all of these matters, (iii) damages, if asserted, are considered unsupported and/or exaggerated, (iv) there is uncertainty as to the outcome of pending appeals, motions or settlements, (v) there are significant factual issues to be resolved, and/or (vi) there are novel legal issues or unsettled legal theories presented. It is not possible to predict the ultimate outcome of all pending legal proceedings, and some of the matters discussed below seek or may seek potentially large and/or indeterminate amounts. Any such loss or excess loss could have a material effect on the Company’s results of operations or cash flows or on the Company’s financial condition. In addition to the matters described below, 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 other matters that are pending or asserted will have a material effect on its financial statements. Retail Wholesale Department Store Union Local 338 Retirement Fund v. Beyond Meat, Inc. On May 11, 2023, a class action complaint was filed against the Company and certain of its current and former officers and directors in the United States District Court for the Central District of California, captioned Retail Wholesale Department Store Union Local 338 Retirement Fund v. Beyond Meat, Inc., et al ., Case No. 2:23-cv-03602. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against the Company and certain of its current and former officers and directors on behalf of a putative class of investors who purchased the Company’s common stock between May 5, 2020 and October 13, 2022, inclusive. On July 26, 2023 the Court granted Saskatchewan Healthcare Employees’ Pension Plan’s motion to be appointed lead plaintiff and for its counsel to be appointed lead counsel. The complaint alleges, among other things, that the Company and certain current and former officers and directors made false and misleading statements or omissions regarding the Company’s ability to manufacture its products at scale and to its partners’ specifications. The complaint seeks an order certifying the class, damages, interest, costs, expenses, attorneys’ and expert fees, and other unspecified equitable or injunctive relief. The case is at a preliminary stage. The Company intends to vigorously defend against these claims. Gervat v. Brown et al. On July 21, 2023, a derivative shareholder action was filed against certain of its current and former officers and directors of the Company in the United States District Court for the Central District of California, captioned Gervat v. Brown et al. , Case No. 2:23-cv-05954. The complaint asserts claims for breach of fiduciary duty, unjust enrichment and gross mismanagement. It also asserts violations of Section 14(a) of the Exchange Act against a subset of defendants and seeks contribution for violations of Sections10(b) and 21D of the Exchange Act from the individual defendants named in the related securities class action lawsuit. The Company is named as a nominal defendant only. The complaint alleges, among other things, that the Company and certain of its current and former officers and directors made false and misleading statements or omissions regarding the Company’s ability to manufacture its products at scale and to its partners’ specifications. The Gervat complaint covers the same period of time as covered by the Retail Wholesale complaint, namely May 5, 2020 through October 13, 2022. The complaint further alleges that a demand on the Company’s board of directors (the “Board”) to pursue this action would be futile. The complaint seeks a declaration that the named plaintiff can maintain the action on behalf of the Company and that the individual defendants have breached or aided in breaching fiduciary duties owed to the Company; damages and interest; restitution; costs and fees; an order directing the Company to improve its corporate governance and oversight and provide shareholders more Board control; and other unspecified equitable or injunctive relief. The case is at a preliminary stage. The Company intends to vigorously defend against these claims. Brink v. Brown et al. On July 27, 2023, a derivative shareholder action was filed against certain current and former officers and directors of the Company in the United States District Court for the Central District of California, captioned Brink v. Brown et al ., Case No. 2:23-cv-06110. The complaint asserts claims for breach of fiduciary duty, unjust enrichment, and gross mismanagement. It also asserts violations of Section 14(a) of the Exchange Act against a subset of defendants. The Company is named as a nominal defendant only. The complaint alleges, among other things, that the Company and certain of its current and former officers and directors made false and misleading statements or omissions regarding the Company’s ability to manufacture its products at scale and to its partners’ specifications. The Brink complaint covers the same period of time as covered by the Retail Wholesale complaint and the Gervat complaint, namely May 5, 2020 through October 13, 2022. The complaint further alleges that a demand on the Board to pursue this action would be futile. The complaint seeks a declaration that the named plaintiff can maintain the action on behalf of the Company and that the individual defendants have breached or aided in breaching fiduciary duties owed to the Company; damages and interest; restitution; costs and fees; an order directing the Company to improve its corporate governance and oversight and provide shareholders more Board control; and other unspecified equitable or injunctive relief. The case is at a preliminary stage. The Company intends to vigorously defend against these claims. Moore v. Nelson et al. On August 4, 2023, a derivative shareholder action was filed against certain current and former officers and directors of the Company in the Superior Court of the State of California for the County of Los Angeles, captioned Moore v. Nelson et al., Case No. 23STCV18587. The complaint asserts claims for breach of California’s insider trading laws. The Company is named as a nominal defendant only. The Moore complaint covers the same period of time as covered by the Retail Wholesale complaint, the Gervat complaint and the Brink complaint, namely May 5, 2020 through October 13, 2022. The complaint alleges that certain current and former officers and directors of the Company traded Company shares on the public market while in possession of material, non-public information. The complaint seeks all statutory remedies, including relief “prohibiting insider trading;” restitution, disgorgement of proceeds, and treble damages; prejudgment interest, costs, and fees; and other unspecified relief. The case is at a preliminary stage. The Company intends to vigorously defend against these claims. Consumer Class Actions Regarding Protein Claims From May 31, 2022 through January 13, 2023, multiple putative class action lawsuits were filed against the Company in various federal and state courts alleging that the labeling and marketing of certain of the Company’s products is false and/or misleading under federal and/or various states’ laws. Specifically, each of these lawsuits allege one or more of the following theories of liability: (i) that the labels and related marketing of the challenged products misstate the quantitative amount of protein that is provided by each serving of the product; (ii) that the labels and related marketing of the challenged products misstate the percent daily value of protein that is provided by each serving of the product; and (iii) that the Company has represented that the challenged products are “all-natural,” “organic,” or contain no “synthetic” ingredients when they in fact contain methylcellulose, an allegedly synthetic ingredient. The named plaintiffs of each complaint seek to represent classes of nationwide and/or state-specific consumers, and seek on behalf of the putative classes damages, restitution, and injunctive relief, among other relief. Additional complaints asserting these theories of liability are possible. Some lawsuits previously filed were voluntarily withdrawn or dismissed without prejudice, though they may be refiled. On November 14, 2022, the Company filed a motion with the Judicial Panel on Multidistrict Litigation to transfer and consolidate all pending class actions. No party opposed the motion, and the Panel held oral argument on the motion on January 26, 2023. The Panel granted the motion on February 1, 2023, consolidating the pending class action lawsuits and transferring them to Judge Sara Ellis in the Northern District of Illinois for pre-trial proceedings. On March 3, 2023, the court held the initial status conference. The court granted plaintiffs’ motion to appoint interim class counsel and set a briefing schedule on the Company’s anticipated motion to dismiss. On May 3, 2023, plaintiffs filed an amended consolidated complaint. The Company’s motion to dismiss was filed on June 5, 2023, and plaintiffs filed a brief in opposition on July 7, 2023. The Company’s reply in support of the motion to dismiss was filed on July 21, 2023. A telephonic conference was set for October 17, 2023 for a ruling on the motion to dismiss. The active lawsuits are: • Roberts v. Beyond Meat, Inc., No. 1:22-cv-02861 (N.D. Ill.) (filed May 31, 2022) • Cascio v. Beyond Meat, Inc., No. 1:22-cv-04018 (E.D.N.Y.) (filed July 8, 2022) • Miller v. Beyond Meat, Inc., No. 1:22-cv-06336 (S.D.N.Y.) (filed July 26, 2022) • Garcia v. Beyond Meat, Inc., No. 4:22-cv-00297 (S.D. Iowa) (filed September 9, 2022) • Borovoy v. Beyond Meat, Inc., No. 1:22-cv-06302 (N.D. Ill.) (filed September 30, 2022 in DuPage Co., Ill.; removed on Nov. 10, 2022) • Zakinov v Beyond Meat, Inc., No. 4:23-cv-00144 (S.D. Tex.) (filed January 13, 2023) The Company intends to vigorously defend against all claims asserted in the complaints. Interbev In October 2020, Interbev, a French trade association for the livestock and meat industry sent a cease-and-desist letter to one of the Company’s contract manufacturers alleging that the use of “meat” and meat-related terms is misleading the French consumer. Despite the Company’s best efforts to reach a settlement, including a formal settlement proposal from the Company in March 2021, the association no longer responded. Instead, on March 13, 2022, the Company was served a summons by Interbev to appear before the Commercial Court of Paris. The summons alleges that the Company misleads the French consumer with references to e.g. “plant based meat,” “plant based burger” and related descriptive names, and alleges that the Company is denigrating meat and meat products. The relief sought by Interbev includes (i) changing the presentation of Beyond Meat products to avoid any potential confusion with meat products, (ii) publication of the judgment of the court in the media, and (iii) damages of EUR 200,000. On October 12, 2022, the Company submitted its brief in defense. On February 1, 2023, the French trade association submitted updated pleadings to the Commercial Court. The association maintains its position that the Company is misleading the consumer, and additionally alleges that it is engaging in unlawful comparative advertising of its products with respect to meat and meat products. The relief sought is unchanged. On May 24, 2023, the Company submitted its defense, strongly disputing these claims. Interbev is now scheduled to submit a response by September 27, 2023, following which the Company will have another opportunity to respond. The Company intends to request a stay in the commercial litigation proceedings, pending the decision of the Court of Justice of the European Union (“CJEU”) in the administrative litigation case against the French Decree prohibiting meat names. The commercial litigation is expected to take at least 24 months in the first instance, and at least 36 months if the stay is granted. If the Court rules against the Company, it could disrupt the Company’s ability to market in France. The Company intends to vigorously defend against these claims. On April 21, 2023, Interbev filed two actions before the European Union Intellectual Property Office to cancel the Company’s EU trademark registration for the Caped Steer logo. Interbev is seeking cancellation of the trademark, alleging that the trademark is invalid because it allegedly misleads the public about the nature and characteristics of the products offered under the mark. Interbev is also seeking cancellation on the basis of lack of genuine use, despite the fact that the mark is within the five-year grace period where it cannot be challenged for lack of use. On July 7, 2023, the Company submitted its responses to these actions, strongly disputing these claims and defending its use of the Caped Steer logo. Decree prohibiting meat names On June 29, 2022, France adopted a Decree implementing a prohibition of June 2020 on the use of denominations used for foodstuffs of animal origin to describe, market or promote foodstuffs containing plant proteins (“Decree”). The Decree prohibits the use of meat names (such as “sausage” or “meatballs”) for plant-based products, from its date of entry into force on October 1, 2022. On July 27, 2022, the French High Administrative Court issued a temporary and partial suspension of the execution of the Decree, in response to a motion filed by a French trade association. While the Court has not yet handed down a final decision on the merits, the suspension indicates that it has serious doubts as to the substantive lawfulness of the Decree. The Company does not believe that the Decree complies with the laws of the European Union (EU), and in particular the principle of free movement of goods, nor with French rules requiring laws to be clear and accessible. On October 21, 2022, the Company filed a request for annulment of the Decree before the French High Administrative Court. On November 16, 2022, the Company filed a voluntary intervention in the French trade association’s own application for annulment, to ensure that both the Company’s voice and strong EU law arguments are heard. On January 23, 2023, the French Ministry for the Economy responded to the Company’s request for annulment and intervention. The Ministry’s response made clear that it will enforce the Decree as a blanket ban on the use of all “meaty” names for plant-based products in France. On April 20, 2023, a number of plant-based companies voluntarily filed interventions in support of the Company’s case. On July 12, 2023, the French High Administrative Court issued an intermediate judgment in the proceedings. It held that there are a number of difficult interpretations of EU law, which will be decisive for the resolution of the case. For that reason, the French High Administrative Court referred the case to the CJEU, which is the highest court in the EU and can issue a legally binding interpretation of EU law valid in all 27 EU member states, including France. The French High Administrative Court is bound to follow the judgment of the CJEU. The procedure before the CJEU will commence in or around September 2023, and will likely take around 15 to 18 months to complete. The Company maintains its position that the Decree is illegal under French and EU law, and will continue to fight the Decree at EU level with utmost vigor. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended July 1, 2023 and July 2, 2022, the Company recorded $5,000 and $11,000 in income tax expense, respectively, in its condensed consolidated statements of operations. For the six months ended July 1, 2023 and July 2, 2022, the Company recorded $5,000 and $21,000 in income tax expense, respectively, in its condensed consolidated statements of operations. The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all deferred tax assets. If the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets will be made and the adjustment would have the effect of increasing net income in the period such determination is made. As of July 1, 2023, the Company did not have any accrued interest or penalties related to uncertain tax positions. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company is subject to U.S. federal tax authority and U.S. state tax authority examinations for all years with respect to net operating loss and credit carryforwards. |
Net Loss Per Share Available to
Net Loss Per Share Available to Common Stockholders | 6 Months Ended |
Jul. 01, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Available to Common Stockholders | Net Loss Per Share Available to Common StockholdersThe 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. Pursuant to Accounting Standards Update 2020-06, the Company applies the more dilutive of the if-converted method and the two-class method to its Notes. Computation of net loss per share available to common stockholders for the three and six months ended July 1, 2023 excludes the dilutive effect of 4,532,389 shares issuable under stock options and 1,467,289 RSUs outstanding at July 1, 2023 because the Company incurred a net loss and their inclusion would be anti-dilutive. Computation of net loss per share available to common stockholders for the three and six months ended July 1, 2023 also excludes the dilutive effect of the Notes because the Company recorded a net loss and their inclusion would be anti-dilutive. Computation of net loss per share available to common stockholders for the three and six months ended July 2, 2022 excludes the dilutive effect of 4,402,397 shares issuable under stock options and 983,304 RSUs outstanding at July 2, 2022 because their inclusion would be anti-dilutive. Computation of net loss per share available to common stockholders for the three and six months ended July 2, 2022 also excludes the dilutive effect of the Notes because the Company recorded a net loss and their inclusion would be anti-dilutive. (in thousands, except share and per share amounts) Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, Numerator: Net loss available to common stockholders $ (53,505) $ (97,134) $ (112,542) $ (197,592) Net loss available to common stockholders—basic (53,505) (97,134) (112,542) (197,592) Denominator: Weighted average common shares outstanding—basic 64,246,048 63,573,658 64,119,258 63,519,444 Dilutive effect of shares issuable under stock options — — — — Dilutive effect of RSUs — — — — Dilutive effect of Notes, if converted (1) — — — — Weighted average common shares outstanding—diluted 64,246,048 63,573,658 64,119,258 63,519,444 Net loss per share available to common stockholders—basic $ (0.83) $ (1.53) $ (1.76) $ (3.11) Net loss per share available to common stockholders—diluted $ (0.83) $ (1.53) $ (1.76) $ (3.11) __________ (1) As the Company recorded a net loss in the three and six months ended July 1, 2023 and July 2, 2022, inclusion of shares from the conversion premium or spread would be anti-dilutive. The Company had $1.2 billion in Notes outstanding as of July 1, 2023 and July 2, 2022. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 01, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In connection with the Company’s investment in TPP, a joint venture with PepsiCo, the Company sells certain products directly to the joint venture. In the year ended December 31, 2022, the Company also entered into an agreement for a nonrefundable up-front fee associated with its manufacturing and supply agreement with TPP to be recognized over the estimated term of the manufacturing and supply agreement. As part of the restructuring of certain contracts and operating activities related to Beyond Meat Jerky, in the first quarter of 2023, the Company recognized in full the remaining balance of this fee. See Note 10. Net revenues earned from TPP included in U.S. retail channel net revenues were $0 and $15.9 million for the three months ended July 1, 2023 and July 2, 2022, respectively. Net revenues earned from TPP |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 01, 2023 | Apr. 01, 2023 | Jul. 02, 2022 | Apr. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Pay vs Performance Disclosure | ||||||
Net loss | $ (53,505) | $ (59,037) | $ (97,134) | $ (100,458) | $ (112,542) | $ (197,592) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jul. 01, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any other interim period or for any other future fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the 2022 10-K. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date. |
Principles of Consolidation | Principles of ConsolidationThe unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated. |
Management’s Use of Estimates | 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. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the |
Foreign Currency | Foreign Currency Foreign currency translation loss, net of tax, reported as cumulative translation adjustment through “Other comprehensive loss” was $0.2 million and $2.3 million in the three months ended July 1, 2023 and July 2, 2022, respectively. Net realized and unrealized foreign currency transaction losses included in “Other, net” were $1.0 million and $5.5 million in the three months ended July 1, 2023 and July 2, 2022, respectively. Foreign currency translation loss, net of tax, reported as cumulative translation adjustment through “Other comprehensive loss” was $0.2 million and $3.0 million in the six months ended July 1, 2023 and July 2, 2022, respectively. Net realized and unrealized foreign currency transaction losses included in “Other, net” were $0.7 million and $6.6 million in the six months ended July 1, 2023 and July 2, 2022, respectively. |
Restricted Cash | Restricted CashRestricted cash includes cash held as collateral for stand-alone letter of credit agreements related to normal business transactions. The agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder. |
Revenue Recognition | Revenue RecognitionAt the end of each accounting period, the Company recognizes a contra asset to accounts receivable for estimated sales discounts that have been incurred but not paid which totaled $4.2 million and $4.6 million as of July 1, 2023 and December 31, 2022, respectively. The offsetting charge is recorded as a reduction of revenues in the same period when the expense is incurred. |
Investment in Joint Venture | Investment in Joint Venture The Company uses the equity method of accounting to record transactions associated with its joint venture when the Company shares in joint control of the investee. Investment in joint venture is not consolidated but is recorded in “Investment in unconsolidated joint venture” in the Company’s condensed consolidated balance sheets. The Company recognizes its portion of the investee’s results in “Equity in losses of unconsolidated joint venture” in its condensed consolidated statements of operations. The Company eliminates its proportionate interest in any intra-entity profits or losses in the inventory of the investee at the end of the reporting period and recognizes its portion of the profit and losses when realized by the investee. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements None. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company’s net revenues by channel: Three Months Ended Six Months Ended (in thousands) July 1, July 2, July 1, July 2, U.S.: Retail $ 48,490 $ 78,861 $ 92,649 $ 147,121 Foodservice 12,764 23,389 27,439 38,882 U.S. net revenues 61,254 102,250 120,088 186,003 International: Retail 19,995 23,692 34,284 39,829 Foodservice 20,900 21,098 40,013 30,663 International net revenues 40,895 44,790 74,297 70,492 Net revenues $ 102,149 $ 147,040 $ 194,385 $ 256,495 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease and Supplemental Cash Flow Information | Lease costs for operating and finance leases were as follows: Three Months Ended (in thousands) Statement of Operations Location July 1, 2023 July 2, 2022 Operating lease cost: Lease cost Cost of goods sold $ 401 $ 151 Lease cost Research and development expenses 1,942 551 Lease cost Selling, general and administrative expenses 751 860 Variable lease cost (1) Cost of goods sold 39 9 Variable lease cost (1) Research and development expenses 21 — Variable lease cost (1) Selling, general and administrative expenses 652 — Operating lease cost $ 3,806 $ 1,571 Short-term lease cost: Short-term lease cost Cost of goods sold $ 21 $ — Short-term lease cost Research and development expenses 38 — Short-term lease cost Selling, general and administrative expenses 50 152 Short-term lease cost $ 109 $ 152 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 52 $ 45 Amortization of right-of use assets Research and development expenses 4 — Interest on lease liabilities Interest expense 6 (12) Variable lease cost (1) Cost of goods sold 4 — Finance lease cost $ 66 $ 33 Total lease cost $ 3,981 $ 1,756 ____________ (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. Six Months Ended (in thousands) Statement of Operations Location July 1, 2023 July 2, 2022 Operating lease cost: Lease cost Cost of goods sold $ 811 $ 762 Lease cost Research and development expenses 4,472 1,065 Lease cost Selling, general and administrative expenses 1,117 1,863 Variable lease cost (1) Cost of goods sold 123 162 Variable lease cost (1) Research and development expenses 83 — Variable lease cost (1) Selling, general and administrative expenses 1,168 — Operating lease cost $ 7,774 $ 3,852 Short-term lease cost: Short-term lease cost Cost of goods sold $ 42 $ — Short-term lease cost Research and development expenses 84 — Short-term lease cost Selling, general and administrative expenses 97 299 Short-term lease cost $ 223 $ 299 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 105 $ 90 Amortization of right-of use assets Research and development expenses 7 — Interest on lease liabilities Interest expense 11 12 Variable lease cost (1) Cost of goods sold 5 — Finance lease cost $ 128 $ 102 Total lease cost $ 8,125 $ 4,253 ____________ (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: July 1, 2023 Operating Leases Finance Leases Weighted average remaining lease term (years) 14.4 3.0 Weighted average discount rate 6.8 % 3.6 % |
Schedule of Assets and Liabilities Related to Operating and Finance Leases | Supplemental balance sheet information as of July 1, 2023 and December 31, 2022 related to leases are as follows: (in thousands) Balance Sheet Location July 1, 2023 December 31, 2022 Assets Operating leases Operating lease right-of-use assets $ 136,264 $ 87,595 Finance leases, net Property, plant and equipment, net 568 688 Total lease assets $ 136,832 $ 88,283 Liabilities Current: Operating lease liabilities Current portion of operating lease liabilities $ 3,127 $ 3,812 Finance lease liabilities Accrued expenses and other current liabilities 218 224 Long-term: Operating lease liabilities Operating lease liabilities, net of current portion 77,122 55,854 Finance lease liabilities Finance lease obligations and other long-term liabilities 362 469 Total lease liabilities $ 80,829 $ 60,359 |
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 July 1, 2023: July 1, 2023 (in thousands) Operating Leases Finance Leases Remainder of 2023 $ 4,318 $ 119 2024 8,368 209 2025 8,050 178 2026 8,030 72 2027 8,180 37 Thereafter 96,198 — Total undiscounted future minimum lease payments 133,144 615 Less imputed interest (52,895) (35) Total discounted future minimum lease payments $ 80,249 $ 580 |
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 July 1, 2023: July 1, 2023 (in thousands) Operating Leases Finance Leases Remainder of 2023 $ 4,318 $ 119 2024 8,368 209 2025 8,050 178 2026 8,030 72 2027 8,180 37 Thereafter 96,198 — Total undiscounted future minimum lease payments 133,144 615 Less imputed interest (52,895) (35) Total discounted future minimum lease payments $ 80,249 $ 580 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Major Classes of Inventory | Major classes of inventory were as follows: (in thousands) July 1, December 31, Raw materials and packaging $ 112,508 $ 139,509 Work in process 39,602 37,001 Finished goods 55,028 59,186 Total $ 207,138 $ 235,696 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | A summary of property, plant, and equipment as of July 1, 2023 and December 31, 2022, is as follows: (in thousands) July 1, December 31, Manufacturing equipment $ 197,976 $ 171,532 Research and development equipment 19,064 16,948 Leasehold improvements 23,920 22,740 Building 22,758 22,675 Finance leases 1,086 1,093 Software 3,458 2,377 Furniture and fixtures 1,079 866 Vehicles 584 584 Land 5,465 5,446 Assets not yet placed in service 70,047 93,152 Total property, plant and equipment $ 345,437 $ 337,413 Less: accumulated depreciation and amortization 95,102 80,411 Property, plant and equipment, net $ 250,335 $ 257,002 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Balances | The following is a summary of debt balances as of July 1, 2023 and December 31, 2022: (in thousands) July 1, December 31, Convertible senior notes $ 1,150,000 $ 1,150,000 Debt issuance costs (14,425) (16,392) Long-term debt $ 1,135,575 $ 1,133,608 The following is a summary of the Company’s Notes as of July 1, 2023: (in thousands) Principal Amount Unamortized Issuance Costs Net Carrying Amount Fair Value Amount Leveling 0% Convertible senior notes due on March 15, 2027 $1,150,000 $14,425 $1,135,575 $311,075 Level 2 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consisted of the following: July 1, December 31, Equity incentive compensation awards granted and outstanding 5,999,678 4,993,246 Shares available for grant under the 2018 Equity Incentive Plan 8,439,547 7,848,832 Shares available for issuance under the Employee Stock Purchase Plan 2,948,715 2,412,585 Shares reserved for potential issuance under the Notes 8,234,230 8,234,230 Total common stock reserved for future issuance (1) 25,622,170 23,488,893 _________________ (1) Total common stock reserved for future issuance excludes shares that may be issued pursuant to the ATM Program discussed below. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule 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, 2022 7,848,832 Authorized 2,144,521 Granted (2,051,201) Shares withheld to cover taxes 21,466 Forfeited 475,929 Balance - July 1, 2023 8,439,547 |
Schedule of Fair Value Assumptions | Following are the assumptions used in the Black-Scholes valuation model for options granted during the periods shown below: Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, Risk-free interest rate N/A 3.0% 4.1% 1.9% Average expected term (years) N/A 7.0 7.0 7.0 Expected volatility N/A 55.0% 55.3% 55.0% Dividend yield N/A — — — |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity during the six months ended July 1, 2023: Number Weighted Weighted Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2022 3,999,933 $ 25.58 5.3 $ 20,712 Granted 1,014,718 $ 17.84 — $ — Exercised (209,813) $ 0.73 — $ 3,568 Canceled/Forfeited (272,449) $ 38.78 — $ — Outstanding at July 1, 2023 4,532,389 $ 24.20 5.8 $ 19,353 Vested and exercisable at July 1, 2023 3,139,612 $ 22.67 4.3 $ 19,353 Vested and expected to vest at July 1, 2023 4,317,216 $ 23.84 5.7 $ 19,353 __________ |
Schedule of RSU Activity | The following table summarizes the Company’s RSU activity during the six months ended July 1, 2023: Number of Units Weighted Unvested at December 31, 2022 993,313 $ 35.98 Granted 1,036,483 $ 16.92 Vested (1) (359,156) $ 33.26 Canceled/Forfeited (203,351) $ 30.52 Unvested at July 1, 2023 1,467,289 $ 23.94 ________ (1) Includes 21,466 shares of common stock that were withheld to cover taxes on the release of vested RSUs and became available for future grants pursuant to the 2018 Plan. |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligation | The following table sets forth the schedule of the fees for the committed quantity under the Co-Manufacturing Agreement. (in thousands) As of Remainder of 2023 $ 5,910 2024 11,820 2025 11,820 2026 11,820 2027 34,475 Total $ 75,845 |
Net Loss Per Share Available _2
Net Loss Per Share Available to Common Stockholders (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted net Income (Loss) Per Common Share | (in thousands, except share and per share amounts) Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, Numerator: Net loss available to common stockholders $ (53,505) $ (97,134) $ (112,542) $ (197,592) Net loss available to common stockholders—basic (53,505) (97,134) (112,542) (197,592) Denominator: Weighted average common shares outstanding—basic 64,246,048 63,573,658 64,119,258 63,519,444 Dilutive effect of shares issuable under stock options — — — — Dilutive effect of RSUs — — — — Dilutive effect of Notes, if converted (1) — — — — Weighted average common shares outstanding—diluted 64,246,048 63,573,658 64,119,258 63,519,444 Net loss per share available to common stockholders—basic $ (0.83) $ (1.53) $ (1.76) $ (3.11) Net loss per share available to common stockholders—diluted $ (0.83) $ (1.53) $ (1.76) $ (3.11) __________ |
Introduction (Details)
Introduction (Details) | 6 Months Ended |
Jul. 01, 2023 | |
United States | Long-Lived Assets | Geographic Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration risk | 84% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jul. 01, 2023 | Apr. 01, 2023 | Jul. 02, 2022 | Apr. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |||||||
Foreign currency translation adjustment | $ (158) | $ 3 | $ (2,259) | $ (723) | $ (155) | $ (2,982) | |
Foreign currency transaction loss | (1,000) | (5,500) | (700) | (6,600) | |||
Restricted cash | 15,200 | 15,200 | |||||
Restricted cash, non-current | 12,600 | 12,600 | $ 12,627 | ||||
Restricted cash, current | 2,552 | 2,552 | 0 | ||||
Liability for estimated sales discounts | 4,200 | 4,200 | $ 4,600 | ||||
Cost of goods sold | 99,876 | 153,202 | 185,927 | 262,467 | |||
Minimum | Research and development equipment | |||||||
Class of Warrant or Right [Line Items] | |||||||
Useful life | 5 years | ||||||
Maximum | Research and development equipment | |||||||
Class of Warrant or Right [Line Items] | |||||||
Useful life | 10 years | ||||||
Shipping and Handling | |||||||
Class of Warrant or Right [Line Items] | |||||||
Cost of goods sold | $ 2,800 | $ 4,200 | $ 6,000 | $ 10,100 | |||
Distributor One | Revenue | Customer Concentration Risk | |||||||
Class of Warrant or Right [Line Items] | |||||||
Concentration risk | 11% | 16% | 11% | 13% | |||
Distributor Two | Revenue | Customer Concentration Risk | |||||||
Class of Warrant or Right [Line Items] | |||||||
Concentration risk | 10% | ||||||
One Customer | Revenue | Customer Concentration Risk | |||||||
Class of Warrant or Right [Line Items] | |||||||
Concentration risk | 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 102,149 | $ 147,040 | $ 194,385 | $ 256,495 |
U.S. net revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 61,254 | 102,250 | 120,088 | 186,003 |
U.S. net revenues | Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 48,490 | 78,861 | 92,649 | 147,121 |
U.S. net revenues | Foodservice | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 12,764 | 23,389 | 27,439 | 38,882 |
International net revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 40,895 | 44,790 | 74,297 | 70,492 |
International net revenues | Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 19,995 | 23,692 | 34,284 | 39,829 |
International net revenues | Foodservice | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 20,900 | $ 21,098 | $ 40,013 | $ 30,663 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |||||
Restructuring expenses | $ (201) | $ 4,302 | $ (627) | $ 7,328 | |
Accrued unpaid liabilities, contract termination | $ 6 | $ 6 | $ 700 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jan. 14, 2021 renewal_option | Jul. 01, 2023 USD ($) contract | Jul. 02, 2022 USD ($) | Dec. 31, 2022 USD ($) | Apr. 01, 2023 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Lease, initial term (in years) | 12 years | ||||
Number of renewal options (at minimum) | contract | 1 | ||||
Escrow deposits related to lease not yet commenced | $ 4,600 | $ 55,100 | |||
Operating lease right-of-use assets | 136,264 | 87,595 | |||
Operating lease right-of-use assets obtained in exchange for lease liabilities | 36,400 | $ 748 | |||
Total discounted future minimum lease payments | 80,249 | ||||
Current portion of operating lease liabilities | 3,127 | $ 3,812 | |||
California Commercialization Center | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating lease right-of-use assets | $ 11,300 | ||||
Total discounted future minimum lease payments | 10,500 | ||||
Current portion of operating lease liabilities | $ 800 | ||||
Former Headquarters, El Segundo, California | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating lease right-of-use assets | 1,900 | ||||
Total discounted future minimum lease payments | 1,400 | ||||
Current portion of operating lease liabilities | 500 | ||||
Lease Agreements | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating lease right-of-use assets | 64,900 | 64,100 | |||
Operating lease right-of-use assets obtained in exchange for lease liabilities | 29,300 | 27,700 | |||
Total discounted future minimum lease payments | $ 35,600 | $ 36,600 | |||
Maximum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Lease, initial term (in years) | 12 years | ||||
Lease extended term (in years) | 5 years | ||||
Minimum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Lease, initial term (in years) | 2 years | ||||
Number of renewal options (at minimum) | renewal_option | 2 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease and Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Lease Cost | ||||
Operating lease cost | $ 3,806 | $ 1,571 | $ 7,774 | $ 3,852 |
Short-term lease cost | 109 | 152 | 223 | 299 |
Amortization of right-of use assets | 52 | 45 | 105 | 90 |
Interest on lease liabilities | 6 | (12) | 11 | 12 |
Finance lease cost | 66 | 33 | 128 | 102 |
Total lease cost | $ 3,981 | 1,756 | $ 8,125 | 4,253 |
Operating Leases | ||||
Weighted average remaining lease term (years) | 14 years 4 months 24 days | 14 years 4 months 24 days | ||
Weighted average discount rate | 6.80% | 6.80% | ||
Finance Leases | ||||
Weighted average remaining lease term (years) | 3 years | 3 years | ||
Weighted average discount rate | 3.60% | 3.60% | ||
Cost of goods sold | ||||
Lease Cost | ||||
Lease cost | $ 401 | 151 | $ 811 | 762 |
Variable lease cost | 39 | 9 | 123 | 162 |
Short-term lease cost | 21 | 0 | 42 | 0 |
Variable lease cost | 4 | 0 | 5 | 0 |
Research and development expenses | ||||
Lease Cost | ||||
Lease cost | 1,942 | 551 | 4,472 | 1,065 |
Variable lease cost | 21 | 0 | 83 | 0 |
Short-term lease cost | 38 | 0 | 84 | 0 |
Amortization of right-of use assets | 4 | 0 | 7 | 0 |
Selling, general and administrative expenses | ||||
Lease Cost | ||||
Lease cost | 751 | 860 | 1,117 | 1,863 |
Variable lease cost | 652 | 0 | 1,168 | 0 |
Short-term lease cost | $ 50 | $ 152 | $ 97 | $ 299 |
Leases - Schedule of Assets and
Leases - Schedule of Assets and Liabilities Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Assets | ||
Operating lease right-of-use assets | $ 136,264 | $ 87,595 |
Finance leases, net | $ 568 | $ 688 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant, and equipment, net | Property, plant, and equipment, net |
Total lease assets | $ 136,832 | $ 88,283 |
Current: | ||
Current portion of operating lease liabilities | 3,127 | 3,812 |
Accrued expenses and other current liabilities | 218 | 224 |
Long-term: | ||
Operating lease liabilities, net of current portion | 77,122 | 55,854 |
Finance lease liabilities | $ 362 | $ 469 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Finance lease obligations and other long-term liabilities | Finance lease obligations and other long-term liabilities |
Total lease liabilities | $ 80,829 | $ 60,359 |
Leases - Schedule of Future Mat
Leases - Schedule of Future Maturities of Operating Lease and Financial Lease Liabilities (Details) $ in Thousands | Jul. 01, 2023 USD ($) |
Operating Leases | |
Remainder of 2023 | $ 4,318 |
2024 | 8,368 |
2025 | 8,050 |
2026 | 8,030 |
2027 | 8,180 |
Thereafter | 96,198 |
Total undiscounted future minimum lease payments | 133,144 |
Less imputed interest | (52,895) |
Total discounted future minimum lease payments | 80,249 |
Finance Leases | |
Remainder of 2023 | 119 |
2024 | 209 |
2025 | 178 |
2026 | 72 |
2027 | 37 |
Thereafter | 0 |
Total undiscounted future minimum lease payments | 615 |
Less imputed interest | (35) |
Total discounted future minimum lease payments | $ 580 |
Inventories - Schedule of Major
Inventories - Schedule of Major Classes of Inventory (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and packaging | $ 112,508 | $ 139,509 |
Work in process | 39,602 | 37,001 |
Finished goods | 55,028 | 59,186 |
Total | $ 207,138 | $ 235,696 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Finance leases | $ 1,086 | $ 1,093 |
Total property, plant and equipment | 345,437 | 337,413 |
Less: accumulated depreciation and amortization | 95,102 | 80,411 |
Property, plant and equipment, net | 250,335 | 257,002 |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 197,976 | 171,532 |
Research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 19,064 | 16,948 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 23,920 | 22,740 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 22,758 | 22,675 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,458 | 2,377 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,079 | 866 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 584 | 584 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,465 | 5,446 |
Assets not yet placed in service | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 70,047 | $ 93,152 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Apr. 01, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation and amortization expense | $ 5,900 | $ 7,700 | $ 11,928 | $ 14,820 | ||
Net loss per share available to common stockholders—basic (in dollars per share) | $ (0.83) | $ (1.53) | $ (1.76) | $ (3.11) | ||
Net loss per share available to common stockholders—diluted (in dollars per share) | $ (0.83) | $ (1.53) | $ (1.76) | $ (3.11) | ||
Assets held for sale | $ 98 | $ 98 | $ 5,943 | |||
Note receivable | 3,800 | 3,800 | ||||
Change in Accounting Method Accounted for as Change in Estimate | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation and amortization expense | $ 5,600 | $ 11,200 | ||||
Net loss per share available to common stockholders—basic (in dollars per share) | $ 0.09 | $ 0.17 | ||||
Net loss per share available to common stockholders—diluted (in dollars per share) | $ 0.09 | $ 0.17 | ||||
Research and development equipment | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 5 years | |||||
Research and development equipment | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 10 years | |||||
Cost of goods sold | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation and amortization expense | $ 5,300 | $ 6,600 | $ 10,700 | $ 12,500 | ||
Cost of goods sold | Change in Accounting Method Accounted for as Change in Estimate | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation and amortization expense | 5,100 | 10,200 | ||||
Research and development expenses | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation and amortization expense | 400 | 1,000 | 900 | 2,000 | ||
Research and development expenses | Change in Accounting Method Accounted for as Change in Estimate | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation and amortization expense | 500 | 1,000 | ||||
Selling, general and administrative expenses | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation and amortization expense | $ 200 | $ 100 | $ 300 | $ 300 |
Debt - Schedule of Debt Balance
Debt - Schedule of Debt Balances (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 | Jul. 02, 2022 | Mar. 05, 2021 |
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ (14,425) | $ (16,392) | ||
Total debt outstanding | 1,135,575 | 1,133,608 | ||
Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Convertible senior notes | $ 1,150,000 | $ 1,150,000 | $ 1,200,000 | |
Debt issuance costs | $ (23,600) |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | Mar. 12, 2021 | Mar. 05, 2021 | |
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 14,425 | $ 14,425 | $ 16,392 | ||||
Amortization of debt issuance costs | 1,967 | $ 1,967 | |||||
Level 2 | Recurring | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes, fair value | 311,075 | 311,075 | |||||
Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 23,600 | ||||||
Amortization of debt issuance costs | $ 1,000 | $ 1,000 | $ 2,000 | $ 2,000 | |||
Interest rate | 0.09% | 0.09% | 0.17% | 0.17% | |||
Remaining term | 3 years 8 months 12 days | ||||||
Convertible Notes | Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 1,000,000 | ||||||
Stated rate | 0% | ||||||
Debt issuance costs | $ 14,425 | $ 14,425 | |||||
Additional Notes | Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 150,000 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 | Jul. 02, 2022 | Mar. 12, 2021 | Mar. 05, 2021 |
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 14,425 | $ 16,392 | |||
Total debt outstanding | 1,135,575 | 1,133,608 | |||
Level 2 | Recurring | |||||
Debt Instrument [Line Items] | |||||
Convertible notes, fair value | 311,075 | ||||
Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt, outstanding balance | 1,150,000 | $ 1,150,000 | $ 1,200,000 | ||
Debt issuance costs | $ 23,600 | ||||
Convertible Notes | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Stated rate | 0% | ||||
Debt, outstanding balance | 1,150,000 | ||||
Debt issuance costs | 14,425 | ||||
Total debt outstanding | $ 1,135,575 |
Stockholders_ (Deficit) Equit_2
Stockholders’ (Deficit) Equity - Narrative (Details) - $ / shares | Jul. 01, 2023 | Dec. 31, 2022 |
Equity [Abstract] | ||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, issued (in shares) | 64,318,246 | 63,773,982 |
Common stock, outstanding (in shares) | 64,318,246 | 63,773,982 |
Preferred stock, authorized (in shares) | 500,000 | 500,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Stockholders_ (Deficit) Equit_3
Stockholders’ (Deficit) Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Jul. 01, 2023 | Dec. 31, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding (in shares) | 4,532,389 | 3,999,933 |
Shares available for issuance under the 2018 Equity Incentive plan (in shares) | 8,439,547 | 7,848,832 |
Total common stock reserved for future issuance (in shares) | 25,622,170 | 23,488,893 |
Equity Incentive Compensation Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding (in shares) | 5,999,678 | 4,993,246 |
2018 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for issuance under the 2018 Equity Incentive plan (in shares) | 8,439,547 | 7,848,832 |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for issuance under the 2018 Equity Incentive plan (in shares) | 2,948,715 | 2,412,585 |
Notes | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total common stock reserved for future issuance (in shares) | 8,234,230 | 8,234,230 |
Stockholders_ (Deficit) Equit_4
Stockholders’ (Deficit) Equity - Shelf Registration Statement (Details) - ATM Program $ in Millions | May 10, 2023 USD ($) |
Subsidiary, Sale of Stock [Line Items] | |
Issuance of common stock, net | $ 200 |
Goldman Sachs | |
Subsidiary, Sale of Stock [Line Items] | |
Percentage of equity distribution agent commission on gross proceed | 3.25% |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 01, 2023 | Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized for issuance (in shares) | 23,060,440 | |||||
Stock options outstanding (in shares) | 4,532,389 | 4,532,389 | 3,999,933 | |||
Shares issued for stock option exercises (in shares) | 8,713,037 | 8,145,769 | ||||
Shares available for grant (in shares) | 8,439,547 | 8,439,547 | 7,848,832 | |||
RSU | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issuable (in shares) | 1,467,289 | 1,467,289 | 993,313 | |||
Share-based compensation expense | $ 4.9 | $ 6 | $ 10.5 | $ 11.2 | ||
Unrecognized compensation expense, period of recognition | 1 year 3 months 18 days | |||||
Unrecognized share-based compensation expense | 20.9 | $ 20.9 | ||||
RSU | New Employees | Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
RSU | Employees | First Anniversary | Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25% | 25% | ||||
RSU | Employees | Thereafter | Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | 3 years | ||||
RSU | Continuing Employees | Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
RSU | Continuing Employees | First Anniversary | Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 50% | 50% | ||||
RSU | Board of Directors | Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | 1 year | ||||
RSU | New Board of Directors | Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | 3 years | ||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | 2.8 | $ 4.3 | $ 6.8 | $ 8.4 | ||
Unrecognized compensation expense | $ 17.8 | $ 17.8 | ||||
Unrecognized compensation expense, period of recognition | 1 year 6 months | |||||
Stock Options | New Employees | First Anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 0% | 25% | 25% | 25% | ||
Stock Options | New Employees | Thereafter | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | 3 years | 3 years | 3 years | ||
2018 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of additional shares authorized (in shares) | 2,144,521 | 2,144,521 | ||||
Shares available for grant (in shares) | 8,439,547 | 8,439,547 | 7,848,832 | |||
2018 ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant (in shares) | 2,948,715 | 2,948,715 | 2,412,585 | |||
2018 ESPP | Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized for issuance (in shares) | 2,948,715 | 2,948,715 | ||||
Number of additional shares authorized per year (in shares) | 536,130 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Shares Available for Grant (Details) - shares | 6 Months Ended | |
Jan. 01, 2023 | Jul. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Available for Grant, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 7,848,832 | 7,848,832 |
Ending balance (in shares) | 8,439,547 | |
2018 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Available for Grant, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 7,848,832 | 7,848,832 |
Authorized (in shares) | 2,144,521 | 2,144,521 |
Granted (in shares) | (2,051,201) | |
Shares withheld to cover taxes (in shares) | 21,466 | |
Forfeited (in shares) | 475,929 | |
Ending balance (in shares) | 8,439,547 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Fair Value Assumptions (Details) | 3 Months Ended | 6 Months Ended | |
Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||
Risk-free interest rate | 3% | 4.10% | 1.90% |
Average expected term (years) | 7 years | 7 years | 7 years |
Expected volatility | 55% | 55.30% | 55% |
Dividend yield | 0% | 0% | 0% |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 01, 2023 | Dec. 31, 2022 | |
Number of Stock Options | ||
Outstanding, beginning balance (in shares) | 3,999,933 | |
Granted (in shares) | 1,014,718 | |
Exercised (in shares) | (209,813) | |
Canceled/Forfeited (in shares) | (272,449) | |
Outstanding, ending balance (in shares) | 4,532,389 | 3,999,933 |
Vested and exercisable (in shares) | 3,139,612 | |
Vested and expected to vest (in shares) | 4,317,216 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 25.58 | |
Granted (in dollars per share) | 17.84 | |
Exercised (in dollars per share) | 0.73 | |
Canceled/Forfeited (in dollars per share) | 38.78 | |
Outstanding, ending balance (in dollars per share) | 24.20 | $ 25.58 |
Vested and exercisable (in dollars per share) | 22.67 | |
Vested and expected to vest (in dollars per share) | $ 23.84 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding | 5 years 9 months 18 days | 5 years 3 months 18 days |
Vested and exercisable | 4 years 3 months 18 days | |
Vested and expected to vest | 5 years 8 months 12 days | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ 20,712 | |
Exercised | 3,568 | |
Outstanding, ending balance | 19,353 | $ 20,712 |
Vested and exercisable | 19,353 | |
Vested and expected to vest | $ 19,353 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of RSU Activity (Details) | 6 Months Ended |
Jul. 01, 2023 $ / shares shares | |
2018 Plan | |
Weighted Average Grant Date Fair Value Per Unit | |
Shares withheld to cover taxes (in shares) | 21,466 |
RSU | |
Number of Units | |
Outstanding, beginning balance (in shares) | 993,313 |
Granted (in shares) | 1,036,483 |
Vested (in shares) | (359,156) |
Canceled/Forfeited (in shares) | (203,351) |
Outstanding, ending balance (in shares) | 1,467,289 |
Weighted Average Grant Date Fair Value Per Unit | |
Beginning balance (in dollars per share) | $ / shares | $ 35.98 |
Granted (in dollars per share) | $ / shares | 16.92 |
Vested (in dollars per share) | $ / shares | 33.26 |
Canceled/Forfeited (in dollars per share) | $ / shares | 30.52 |
Ending balance (in dollars per share) | $ / shares | $ 23.94 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) € in Thousands, ft² in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jul. 12, 2023 | Apr. 06, 2022 | Mar. 13, 2022 EUR (€) | Jul. 01, 2023 USD ($) | Jul. 02, 2022 USD ($) | Jul. 01, 2023 USD ($) | Jul. 02, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jan. 14, 2021 USD ($) ft² | Sep. 22, 2020 USD ($) | |
Loss Contingencies [Line Items] | ||||||||||
Future minimum lease payments | $ 133,144,000 | $ 133,144,000 | ||||||||
Restricted cash, non-current | 12,600,000 | 12,600,000 | $ 12,627,000 | |||||||
Investment agreement, expected amount | 22,000,000 | 22,000,000 | ||||||||
Investment agreement, amount advanced | 20,000,000 | 20,000,000 | ||||||||
Loss from equity method investments | 503,000 | $ 1,432,000 | 3,738,000 | $ 2,103,000 | ||||||
Payments to acquire joint venture | 3,250,000 | 0 | ||||||||
Total contribution | 1,837,000 | 1,837,000 | 2,325,000 | |||||||
Remainder of 2023 | 5,910,000 | 5,910,000 | ||||||||
2024 | 11,820,000 | 11,820,000 | ||||||||
2025 | 11,820,000 | $ 11,820,000 | ||||||||
Purchase commitment term | 5 years | |||||||||
Interbev | Pending Litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Damages sought, value | € | € 200 | |||||||||
Interbev | Pending Litigation | Minimum | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Litigation expected period | 24 months | |||||||||
Interbev | Pending Litigation | Maximum | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Litigation expected period | 36 months | |||||||||
Court of Justice of the European Union | Minimum | Subsequent event | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Litigation expected period | 15 months | |||||||||
Court of Justice of the European Union | Maximum | Subsequent event | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Litigation expected period | 18 months | |||||||||
Pea Protein | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Remainder of 2023 | 2,700,000 | $ 2,700,000 | ||||||||
2024 | 10,900,000 | 10,900,000 | ||||||||
2025 | 17,100,000 | 17,100,000 | ||||||||
The Planet Partnership | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Loss from equity method investments | 500,000 | $ 1,400,000 | 3,700,000 | $ 2,100,000 | ||||||
The Planet Partnership, LLC (“TPP”) | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Payments to acquire joint venture | 24,300,000 | |||||||||
Additional capital contribution obligation | 3,300,000 | 3,300,000 | ||||||||
Total contribution | 27,600,000 | 27,600,000 | ||||||||
Letter of Credit | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Maximum borrowing capacity | 12,500,000 | 12,500,000 | ||||||||
Letter of Credit | 5th Anniversary of Rent Commencement | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Maximum borrowing capacity | $ 6,300,000 | |||||||||
Letter of Credit | 8th Anniversary of Rent Commencement | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Maximum borrowing capacity | 3,100,000 | |||||||||
Letter of Credit | Event of Certain Credit Ratings and not in Default | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Maximum borrowing capacity | $ 0 | |||||||||
HC Hornet Way, LLC | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of square feet in lease agreement | ft² | 282 | |||||||||
Future minimum lease payments | $ 79,400,000 | $ 79,400,000 | $ 79,400,000 | |||||||
JXEDZ | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Investment agreement, expected amount | $ 10,000,000 | |||||||||
Investment agreement, additional amount to acquire land | $ 40,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Contractual Obligation (Details) $ in Thousands | Jul. 01, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2023 | $ 5,910 |
2024 | 11,820 |
2025 | 11,820 |
2026 | 11,820 |
2027 | 34,475 |
Total | $ 75,845 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 5,000 | $ 11,000 | $ 5,000 | $ 21,000 |
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 |
Net Loss Per Share Available _3
Net Loss Per Share Available to Common Stockholders - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation (in shares) | 4,532,389 | 4,402,397 | 4,532,389 | 4,402,397 |
RSU | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation (in shares) | 1,467,289 | 983,304 | 1,467,289 | 983,304 |
Net Loss Per Share Available _4
Net Loss Per Share Available to Common Stockholders - Schedule of Basic and Diluted net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jul. 01, 2023 | Apr. 01, 2023 | Jul. 02, 2022 | Apr. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Numerator: | |||||||
Net loss available to common stockholders | $ (53,505) | $ (59,037) | $ (97,134) | $ (100,458) | $ (112,542) | $ (197,592) | |
Net loss available to common stockholders—basic | (53,505) | (97,134) | (112,542) | (197,592) | |||
Net loss available to common stockholders—diluted | $ (53,505) | $ (97,134) | $ (112,542) | $ (197,592) | |||
Denominator: | |||||||
Weighted average common shares outstanding—basic (in shares) | 64,246,048 | 63,573,658 | 64,119,258 | 63,519,444 | |||
Dilutive effect of Notes, if converted (in shares) | 0 | 0 | 0 | 0 | |||
Weighted average common shares outstanding—diluted (in shares) | 64,246,048 | 63,573,658 | 64,119,258 | 63,519,444 | |||
Net loss per share available to common stockholders—basic (in dollars per share) | $ (0.83) | $ (1.53) | $ (1.76) | $ (3.11) | |||
Net loss per share available to common stockholders—diluted (in dollars per share) | $ (0.83) | $ (1.53) | $ (1.76) | $ (3.11) | |||
Convertible Notes | |||||||
Denominator: | |||||||
Debt, outstanding balance | $ 1,150,000 | $ 1,200,000 | $ 1,150,000 | $ 1,200,000 | $ 1,150,000 | ||
Stock Options | |||||||
Denominator: | |||||||
Dilutive effect (in shares) | 0 | 0 | 0 | 0 | |||
RSU | |||||||
Denominator: | |||||||
Dilutive effect (in shares) | 0 | 0 | 0 | 0 |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Accrued expenses and other current liabilities | $ 12,009 | $ 12,009 | $ 16,729 | ||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 0 | $ 15,900 | 5,300 | $ 26,600 | |
Accounts receivable from related parties | 0 | 0 | 400 | ||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Non-refundable up-front fee | 2,000 | ||||
Accrued expenses and other current liabilities | $ 0 | $ 0 | $ 2,000 |