Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 30, 2024 | May 08, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 30, 2024 | |
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, $0.0001 par value | |
Trading Symbol | BYND | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 64,884,712 | |
Entity Central Index Key | 0001655210 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 157,913 | $ 190,505 |
Restricted cash, current | 2,971 | 2,830 |
Accounts receivable, net | 35,648 | 31,730 |
Inventory | 122,538 | 130,336 |
Prepaid expenses and other current assets | 15,032 | 12,904 |
Assets held for sale | 2,401 | 4,539 |
Total current assets | 336,503 | 372,844 |
Restricted cash, non-current | 12,600 | 12,600 |
Property, plant and equipment, net | 190,896 | 194,046 |
Operating lease right-of-use assets | 129,379 | 130,460 |
Prepaid lease costs, non-current | 63,264 | 61,635 |
Other non-current assets, net | 704 | 1,192 |
Investment in unconsolidated joint venture | 1,680 | 1,673 |
Total assets | 735,026 | 774,450 |
Current liabilities: | ||
Accounts payable | 55,836 | 56,032 |
Accrued bonus | 822 | 4,790 |
Current portion of operating lease liabilities | 3,976 | 3,677 |
Accrued litigation settlement costs | 7,500 | 0 |
Accrued expenses and other current liabilities | 10,665 | 9,855 |
Total current liabilities | 78,799 | 74,354 |
Long-term liabilities: | ||
Convertible senior notes, net | 1,138,525 | 1,137,542 |
Operating lease liabilities, net of current portion | 75,490 | 75,648 |
Finance lease obligations and other long-term liabilities | 3,623 | 274 |
Total long-term liabilities | 1,217,638 | 1,213,464 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ deficit: | ||
Preferred stock, par value $0.0000001 per share—500 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, par value $0.0000001 per share—500,000 shares authorized; 64,852.842 and 64,624.14 shares issued and outstanding at March 30, 2024 and December 31, 2023, respectively | 6 | 6 |
Additional paid-in capital | 578,773 | 573,128 |
Accumulated deficit | (1,135,614) | (1,081,253) |
Accumulated other comprehensive loss | (4,576) | (5,249) |
Total stockholders’ deficit | (561,411) | (513,368) |
Total liabilities and stockholders’ deficit | $ 735,026 | $ 774,450 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 30, 2024 | Dec. 31, 2023 |
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) | 64,852,842 | 64,624,140 |
Common stock, outstanding (in shares) | 64,852,842 | 64,624,140 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Income Statement [Abstract] | ||
Net revenues | $ 75,603 | $ 92,236 |
Cost of goods sold | 71,935 | 86,051 |
Gross profit | 3,668 | 6,185 |
Research and development expenses | 9,860 | 12,432 |
Selling, general and administrative expenses | 47,282 | 51,900 |
Restructuring expenses | 0 | (426) |
Total operating expenses | 57,142 | 63,906 |
Loss from operations | (53,474) | (57,721) |
Other (expense) income, net: | ||
Interest expense | (1,015) | (989) |
Other, net | 123 | 2,908 |
Total other (expense) income, net | (892) | 1,919 |
Loss before taxes | (54,366) | (55,802) |
Income tax expense | 2 | 0 |
Equity in (income) losses of unconsolidated joint venture | (7) | 3,235 |
Net loss | $ (54,361) | $ (59,037) |
Net loss per share available to common stockholders—basic (in dollars per share) | $ (0.84) | $ (0.92) |
Net loss per share available to common stockholders—diluted (in dollars per share) | $ (0.84) | $ (0.92) |
Weighted average common shares outstanding—basic (in shares) | 64,702,249 | 64,004,894 |
Weighted average common shares outstanding—diluted (in shares) | 64,702,249 | 64,004,894 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (54,361) | $ (59,037) |
Other comprehensive income, net of tax: | ||
Foreign currency translation gain, net of tax | 673 | 3 |
Comprehensive loss, net of tax | $ (53,688) | $ (59,034) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
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, 2023 | 64,624,140 | ||||
Beginning balance at Dec. 31, 2023 | (513,368) | $ 6 | 573,128 | (1,081,253) | (5,249) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (54,361) | (54,361) | |||
Issuance of common stock under equity incentive plans, net (in shares) | 228,702 | ||||
Issuance of common stock under equity incentive plans, net | (430) | (430) | |||
Share-based compensation for equity classified awards | 6,075 | 6,075 | |||
Foreign currency translation adjustment | 673 | 673 | |||
Ending balance (in shares) at Mar. 30, 2024 | 64,852,842 | ||||
Ending balance at Mar. 30, 2024 | $ (561,411) | $ 6 | $ 578,773 | $ (1,135,614) | $ (4,576) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (54,361) | $ (59,037) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,969 | 6,049 |
Non-cash lease expense | 2,074 | 1,783 |
Share-based compensation expense | 6,075 | 9,565 |
Loss on sale and write-down of fixed assets | 183 | 3,907 |
Amortization of debt issuance costs | 984 | 984 |
Equity in (income) losses of unconsolidated joint venture | (7) | 3,235 |
Unrealized loss (gain) on foreign currency transactions | 2,173 | (731) |
Net change in operating assets and liabilities: | ||
Accounts receivable | (4,143) | (8,078) |
Inventories | 7,162 | 13,779 |
Prepaid expenses and other assets | 410 | 3,926 |
Accounts payable | 214 | (13,271) |
Accrued expenses and other current liabilities | 2,953 | (528) |
Prepaid lease costs, non-current | (1,669) | (3,082) |
Operating lease liabilities | (822) | (678) |
Net cash used in operating activities | (31,805) | (42,177) |
Return of security deposits | 466 | 0 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (1,197) | (5,302) |
Proceeds from sale of fixed assets | 429 | 2,250 |
Payments for investment in joint venture | 0 | (3,250) |
Return of security deposits | (466) | 0 |
Net cash used in investing activities | (302) | (6,302) |
Cash flows from financing activities: | ||
Principal payments under finance lease obligations | (511) | (33) |
Proceeds from exercise of stock options | 5 | 136 |
Payments of minimum withholding taxes on net share settlement of equity awards | (435) | (252) |
Net cash used in financing activities | (941) | (149) |
Net decrease in cash, cash equivalents and restricted cash | (33,048) | (48,628) |
Cash, cash equivalents and restricted cash at the beginning of the period | 205,935 | 322,548 |
Effect of exchange rate changes on cash | 597 | (328) |
Cash, cash equivalents and restricted cash at the end of the period | 173,484 | 273,592 |
Supplemental disclosures of cash flow information: | ||
Interest | 0 | 0 |
Taxes | 2 | 0 |
Non-cash investing and financing activities: | ||
Non-cash additions to property, plant and equipment | 809 | 2,474 |
Operating lease right-of-use assets obtained in exchange for lease liabilities | 1,034 | 0 |
Reclassification of pre-paid lease costs to operating lease right-of-use assets | 39 | 519 |
Non-cash additions to financing leases | $ 4,425 | $ 55 |
Introduction
Introduction | 3 Months Ended |
Mar. 30, 2024 | |
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 | 3 Months Ended |
Mar. 30, 2024 | |
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, 2023, filed with the SEC on March 1, 2024 (the “2023 10-K”). There have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2023 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, 2024 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 2023 10-K. The condensed consolidated balance sheet as of December 31, 2023 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. Significant accounting estimates made by the Company include trade promotion accruals; useful lives of property, plant and equipment; valuation of fixed assets, valuation of deferred tax assets; valuation of inventory; incremental borrowing rate used to determine operating lease right-of-use assets and operating lease liabilities; assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting right-of-use assets and lease liabilities; the valuation of the fair value of stock options and performance stock units (“PSUs”) used to determine share-based compensation expense; and loss contingency accruals in connection with claims, lawsuits and administrative proceedings. 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 gains, net of tax, reported as cumulative translation adjustments through “Other comprehensive loss” were $0.7 million and $3,000 in the three months ended March 30, 2024 and April 1, 2023, respectively. Net realized and unrealized foreign currency transaction (losses) gains included in “Other, net” were $(2.3) million and $0.3 million in the three months ended March 30, 2024 and April 1, 2023, respectively. Fair Value of Financial Instruments The Company had no financial instruments measured at fair value on a recurring basis at March 30, 2024 and December 31, 2023. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 in the three months ended March 30, 2024 and April 1, 2023. 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 $5.1 million and $6.9 million as of March 30, 2024 and December 31, 2023, 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 (in thousands) March 30, April 1, U.S.: Retail $ 37,088 $ 44,159 Foodservice 12,304 14,675 U.S. net revenues 49,392 58,834 International: Retail 12,578 14,289 Foodservice 13,633 19,113 International net revenues 26,211 33,402 Net revenues $ 75,603 $ 92,236 One distributor accounted for approximately 13% and 12% of the Company’s gross revenues, respectively, in the three months ended March 30, 2024 and April 1, 2023. No other customer or distributor accounted for more than 10% of the Company’s gross revenues in the three months ended March 30, 2024 and April 1, 2023. Earnings (Loss) Per Share Earnings (loss) per share (“EPS”) represents net income available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS represents net income available to common stockholders divided by the weighted-average number of common shares outstanding, inclusive of the dilutive impact of potential common shares outstanding during the period. Such potential common shares include options, restricted stock units (“RSUs”) and PSUs. In periods when the Company records net loss, all potential common shares are excluded in the computation of EPS because their inclusion would be anti-dilutive. See Note 11 . Prepaid Expenses Prepaid expenses primarily include prepaid insurance and other prepaid vendor costs, which are expensed in the period to which they relate. Prepaid expenses are included under the caption “Prepaid assets and other assets” in the Company’s condensed consolidated balance sheets and were $8.9 million and $8.3 million as of March 30, 2024 and December 31, 2023, respectively. Shipping and Handling Costs The Company does not bill its distributors or customers shipping and handling fees. The Company’s products are predominantly shipped to its distributors or customers as “FOB Destination,” with control of the products transferred to the customer at the destination. In-bound shipping and handling costs incurred in manufacturing a product are included in inventory and reflected in cost of goods sold when the sale of that product is recognized. Outbound shipping and handling costs are considered as fulfillment costs and are recorded in selling, general and administrative (“SG&A”) expenses. Outbound shipping and handling costs included in SG&A expenses in the three months ended March 30, 2024 and April 1, 2023 were $2.1 million and $3.2 million, respectively. Share-Based Compensation The Company measures all share-based compensation cost at the grant date, based on the fair values of the awards that are ultimately expected to vest, and recognizes that cost as an expense in its condensed consolidated statements of operations over the requisite service period. The Company estimates the fair value of option awards using the Black-Scholes option valuation model, which requires management to make certain assumptions for estimating the fair value of stock options at the date of grant including the fair value and projected volatility of the underlying common stock and the expected term of the award. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimates, in management’s opinion, the existing models may not necessarily provide a reliable single measure of the fair value of the Company’s stock options. Although the fair value of stock options is determined using an option valuation model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The Company recognizes the closing price of the Company’s stock on the grant date as the fair value of RSUs. The Company estimates the expected impact of forfeited awards and recognizes share-based compensation cost only for those stock option and RSU awards ultimately expected to vest. If actual forfeiture rates differ materially from the Company’s estimates, share-based compensation expense could differ significantly from the amounts the Company has recorded in the current period. The Company periodically reviews actual forfeiture experience and will revise its estimates, as necessary. The Company will recognize as compensation cost the cumulative effect of the change in estimated forfeiture rates on current and prior periods in earnings of the period of revision. As a result, if the Company revises its assumptions and estimates, the Company’s share-based compensation expense could change materially in the future. See Note 8 . The Company estimates the fair value of PSUs using the Monte Carlo valuation model. The market-based performance condition used for these awards is based upon the total shareholder return (“TSR”) of Beyond Meat versus the TSR of a peer group over performance periods which is considered to be a market condition under ASC 718 “Compensation—Stock Compensation.” The effect of the market condition is considered in determining the award’s grant date fair value, which is not subsequently revised based on actual performance for stock settled awards. The expense is therefore fixed at the time of grant in relation to this feature. The expense may only be adjusted for any service-related forfeitures. New Accounting Pronouncements In October 2023, the FASB issued ASU 2023-06 “Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”), which provides amendments to the Codification in response to the 2018 SEC release No. 33-10532, “Disclosure Update and Simplification.” The amendments modify the disclosure and presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics. ASU 2023-06 is effective for companies that are subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or purpose of issuing securities on the date which the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is prohibited. For all other entities, the amendments are effective two years later. If the SEC has not removed the applicable disclosure from Regulation S-X or Regulation S-K by June 30, 2027, the pending content related to ASU 2023-06 will not become effective for any entity and will be removed from the codification. Adoption of ASU 2023-06 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires the disclosure of significant segment expenses that are part of an entity’s segment measure of profit or loss and regularly provided to the chief operating decision maker. In addition, it adds or makes clarifications to other segment-related disclosures, such as clarifying that the disclosure requirements in ASC 280 are required for entities with a single reportable segment and that an entity may disclose multiple measures of segment profit and loss. The amendments in ASU 2023-07 apply to all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be adopted retrospectively. ASU 2023-06 is effective for the Company beginning January 1, 2024 and interim periods beginning January 1, 2025. Adoption of ASU 2023-07 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. In December 2023, the FASB issued “ASU 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures” (“ASU 2023-09”) which amends the Codification to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid, both of which are disclosures required by current GAAP. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in ASU 2023-09 apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 is effective for the Company beginning January 1, 2025. Adoption of ASU 2023-09 is expected to enhance the usefulness of income tax disclosures and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. In March 2024, the FASB issued “ASU 2024-02—Codification Improvements—Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”) which amends the Codification to remove references to various FASB Concept Statements. The amendments in ASU 2024-02 are considered to be codification improvements only. The amendments in ASU 2024-02 apply to all reporting entities within the scope of the affected accounting guidance and are effective for the Company for fiscal years beginning after December 15, 2024. Early application of the amendments in ASU 2024-02 is permitted for all entities for any fiscal year or interim period for which financial statements have not yet been issued or made available for issuance. Adoption of ASU 2024-02 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Recently Adopted Accounting Pronouncements None. |
Leases
Leases | 3 Months Ended |
Mar. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases See Note 9 . 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 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 $1.7 million and $4.2 million in rent prepayments and payments towards the construction of the Campus Headquarters in the three months ended March 30, 2024 and the year ended December 31, 2023, respectively. The payments towards rent prepayments and construction costs 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. 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-A, the Company moved its innovation team from its former Manhattan Beach Innovation Center to the Campus Headquarters. In 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. Upon completion of the tenant improvements associated with Phase 1-B, the Company moved its headquarters, sales and marketing operations to the Campus Headquarters. The lease on the Company’s Manhattan Beach Project Innovation Center expired on January 31, 2024. 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. Given the Company’s intention to reduce its overall operating expenses and cash expenditures, on February 2, 2024, the Company terminated the agreement to purchase a property in Enschede, the Netherlands (the “Enschede Property”) and the security deposit was returned to the Company, which was subsequently paid to the purchaser of the property to be applied towards the deposit and future lease payments. The Company entered into a lease agreement with the purchaser of the property to lease the approximately 114,000 square foot property for an initial period of five years with an option to renew for an additional five years at an annual rent of approximately €1.0 million. The lease is classified as a finance lease in the Company’s condensed consolidated balance sheet as of March 30, 2024. Costs associated with this lease are included in finance lease costs related to cost of goods sold and are reflected in the tables below. Lease costs for operating and finance leases: Three Months Ended (in thousands) Statement of Operations Location March 30, 2024 April 1, 2023 Operating lease cost: Lease cost Cost of goods sold $ 397 $ 410 Lease cost Research and development expenses 2,391 2,530 Lease cost Selling, general and administrative expenses 668 365 Variable lease cost (1) Cost of goods sold 65 85 Variable lease cost (1) Research and development expenses 18 62 Variable lease cost (1) Selling, general and administrative expenses 1,091 516 Operating lease cost $ 4,630 $ 3,968 Short-term lease cost: Short-term lease cost Cost of goods sold $ 21 $ 21 Short-term lease cost Research and development expenses 24 47 Short-term lease cost Selling, general and administrative expenses 33 47 Short-term lease cost $ 78 $ 115 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 197 $ 53 Amortization of right-of use assets Research and development expenses 4 3 Interest on lease liabilities Interest expense 32 6 Variable lease cost (1) Cost of goods sold 4 1 Finance lease cost $ 237 $ 63 Total lease cost $ 4,945 $ 4,146 ____________ (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. Supplemental balance sheet information: (in thousands) Balance Sheet Location March 30, 2024 December 31, 2023 Assets Operating leases Operating lease right-of-use assets $ 129,379 $ 130,460 Finance leases, net Property, plant and equipment, net 4,687 461 Total lease assets $ 134,066 $ 130,921 Liabilities Current: Operating lease liabilities Current portion of operating lease liabilities $ 3,976 $ 3,677 Finance lease liabilities Accrued expenses and other current liabilities 763 196 Long-term: Operating lease liabilities Operating lease liabilities, net of current portion 75,490 75,648 Finance lease liabilities Finance lease obligations and other long-term liabilities 3,623 274 Total lease liabilities $ 83,852 $ 79,795 The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of March 30, 2024: March 30, 2024 (in thousands) Operating Leases Finance Leases Remainder of 2024 $ 6,469 $ 643 2025 8,465 1,153 2026 8,345 1,048 2027 8,219 1,013 2028 8,334 975 Thereafter 88,538 — Total undiscounted future minimum lease payments 128,370 4,832 Less imputed interest (48,904) (446) Total discounted future minimum lease payments $ 79,466 $ 4,386 Weighted average remaining lease terms and weighted average discount rates were: March 30, 2024 Operating Leases Finance Leases Weighted average remaining lease term (years) 13.8 4.6 Weighted average discount rate 6.9 % 4.2 % Supplemental cash flow information: Three Months Ended (in thousands) March 30, 2024 April 1, 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,171 $ 1,507 Operating lease right-of-use assets obtained in exchange for lease liabilities $ 1,034 $ — |
Leases | Leases See Note 9 . 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 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 $1.7 million and $4.2 million in rent prepayments and payments towards the construction of the Campus Headquarters in the three months ended March 30, 2024 and the year ended December 31, 2023, respectively. The payments towards rent prepayments and construction costs 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. 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-A, the Company moved its innovation team from its former Manhattan Beach Innovation Center to the Campus Headquarters. In 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. Upon completion of the tenant improvements associated with Phase 1-B, the Company moved its headquarters, sales and marketing operations to the Campus Headquarters. The lease on the Company’s Manhattan Beach Project Innovation Center expired on January 31, 2024. 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. Given the Company’s intention to reduce its overall operating expenses and cash expenditures, on February 2, 2024, the Company terminated the agreement to purchase a property in Enschede, the Netherlands (the “Enschede Property”) and the security deposit was returned to the Company, which was subsequently paid to the purchaser of the property to be applied towards the deposit and future lease payments. The Company entered into a lease agreement with the purchaser of the property to lease the approximately 114,000 square foot property for an initial period of five years with an option to renew for an additional five years at an annual rent of approximately €1.0 million. The lease is classified as a finance lease in the Company’s condensed consolidated balance sheet as of March 30, 2024. Costs associated with this lease are included in finance lease costs related to cost of goods sold and are reflected in the tables below. Lease costs for operating and finance leases: Three Months Ended (in thousands) Statement of Operations Location March 30, 2024 April 1, 2023 Operating lease cost: Lease cost Cost of goods sold $ 397 $ 410 Lease cost Research and development expenses 2,391 2,530 Lease cost Selling, general and administrative expenses 668 365 Variable lease cost (1) Cost of goods sold 65 85 Variable lease cost (1) Research and development expenses 18 62 Variable lease cost (1) Selling, general and administrative expenses 1,091 516 Operating lease cost $ 4,630 $ 3,968 Short-term lease cost: Short-term lease cost Cost of goods sold $ 21 $ 21 Short-term lease cost Research and development expenses 24 47 Short-term lease cost Selling, general and administrative expenses 33 47 Short-term lease cost $ 78 $ 115 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 197 $ 53 Amortization of right-of use assets Research and development expenses 4 3 Interest on lease liabilities Interest expense 32 6 Variable lease cost (1) Cost of goods sold 4 1 Finance lease cost $ 237 $ 63 Total lease cost $ 4,945 $ 4,146 ____________ (1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs. Supplemental balance sheet information: (in thousands) Balance Sheet Location March 30, 2024 December 31, 2023 Assets Operating leases Operating lease right-of-use assets $ 129,379 $ 130,460 Finance leases, net Property, plant and equipment, net 4,687 461 Total lease assets $ 134,066 $ 130,921 Liabilities Current: Operating lease liabilities Current portion of operating lease liabilities $ 3,976 $ 3,677 Finance lease liabilities Accrued expenses and other current liabilities 763 196 Long-term: Operating lease liabilities Operating lease liabilities, net of current portion 75,490 75,648 Finance lease liabilities Finance lease obligations and other long-term liabilities 3,623 274 Total lease liabilities $ 83,852 $ 79,795 The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of March 30, 2024: March 30, 2024 (in thousands) Operating Leases Finance Leases Remainder of 2024 $ 6,469 $ 643 2025 8,465 1,153 2026 8,345 1,048 2027 8,219 1,013 2028 8,334 975 Thereafter 88,538 — Total undiscounted future minimum lease payments 128,370 4,832 Less imputed interest (48,904) (446) Total discounted future minimum lease payments $ 79,466 $ 4,386 Weighted average remaining lease terms and weighted average discount rates were: March 30, 2024 Operating Leases Finance Leases Weighted average remaining lease term (years) 13.8 4.6 Weighted average discount rate 6.9 % 4.2 % Supplemental cash flow information: Three Months Ended (in thousands) March 30, 2024 April 1, 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,171 $ 1,507 Operating lease right-of-use assets obtained in exchange for lease liabilities $ 1,034 $ — |
Inventories
Inventories | 3 Months Ended |
Mar. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Major classes of inventory were as follows: (in thousands) March 30, December 31, Raw materials and packaging $ 61,106 $ 61,371 Work in process 25,638 37,329 Finished goods 35,794 31,636 Total $ 122,538 $ 130,336 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 and December 31, 2023 is as follows: (in thousands) March 30, December 31, Manufacturing equipment $ 166,766 $ 165,028 Research and development equipment 20,994 19,594 Leasehold improvements 18,270 23,898 Building 22,851 22,813 Finance leases 5,487 1,086 Software 2,839 3,568 Furniture and fixtures 932 1,079 Vehicles 584 584 Land 5,454 5,478 Assets not yet placed in service 38,116 43,123 Total property, plant and equipment $ 282,293 $ 286,251 Less: accumulated depreciation and amortization 91,397 92,205 Property, plant and equipment, net $ 190,896 $ 194,046 Depreciation and amortization expense for the three months ended March 30, 2024 and April 1, 2023 was $7.0 million and $6.0 million, respectively. Of the total depreciation and amortization expense in the three months ended March 30, 2024 and April 1, 2023, $6.1 million and $5.4 million, respectively, were recorded in cost of goods sold, $0.5 million and $0.5 million, respectively, were recorded in research and development expenses, and $0.4 million and $0.1 million, respectively, were recorded in SG&A expenses, in the Company’s condensed consolidated statements of operations. The Company had $2.4 million and $4.5 million in property, plant and equipment concluded to meet the criteria for assets held for sale as of March 30, 2024 and December 31, 2023, respectively, and recorded $0.2 million and $3.9 million in loss on sale of assets in the three months ended March 30, 2024 and April 1, 2023, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of debt balances as of March 30, 2024 and December 31, 2023: (in thousands) March 30, December 31, 0% Convertible senior notes $ 1,150,000 $ 1,150,000 Debt issuance costs (11,475) (12,458) Total debt outstanding $ 1,138,525 $ 1,137,542 Less: current portion of long-term debt — — Long-term debt $ 1,138,525 $ 1,137,542 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 Company’s 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 March 30, 2024 and April 1, 2023, 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 March 30, 2024 and April 1, 2023 was 0.09%. The following is a summary of the Company’s Notes as of March 30, 2024: (in thousands) Principal Amount Unamortized Issuance Costs Net Carrying Amount Fair Value Amount Leveling 0% Convertible senior notes due March 15, 2027 $1,150,000 $11,475 $1,138,525 $276,000 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 March 30, 2024, the estimated fair value of the Notes was approximately $276.0 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 March 28, 2024, the last business day of the period when the notes were traded. As of March 30, 2024, the remaining life of the Notes was approximately 3.0 years. |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Mar. 30, 2024 | |
Equity [Abstract] | |
Stockholders’ Deficit | Stockholders’ Deficit As of March 30, 2024, the Company’s shares consisted of 500,000,000 authorized shares of common stock, par value $0.0001 per share, of which 64,852,842 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, 2023, the Company’s shares consisted of 500,000,000 authorized shares of common stock, par value $0.0001 per share, of which 64,624,140 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: March 30, 2024 December 31, 2023 Equity incentive compensation awards granted and outstanding 7,942,877 5,888,077 Shares available for grant under the 2018 Equity Incentive Plan (1) 7,891,012 8,230,500 Shares available for issuance under the Employee Stock Purchase Plan 3,484,845 2,948,715 Shares reserved for potential issuance under the Notes 8,234,230 8,234,230 Total common stock reserved for future issuance (1)(2) 27,552,964 25,301,522 _________________ (1) Shares available for issuance under the 2018 Equity Incentive Plan includes 225,967 shares that may be issued pursuant to performance stock units if 200% of the applicable performance target is achieved. (2) Total common stock reserved for future issuance does not include shares that may be issued pursuant to the ATM Program discussed below. ATM Program On May 10, 2023, the Company filed an automatic shelf registration statement on Form S-3 (the “2023 Shelf Registration Statement”) with the SEC registering an indeterminate amount of its common stock, preferred stock, debt securities, warrants, purchase contracts and units (collectively, “Company securities”). On March 18, 2024, the Company filed an updated shelf registration statement on Form S-3 (the “2024 Shelf Registration Statement”), which the SEC declared effective on April 12, 2024 and which replaced the 2023 Shelf Registration Statement. The 2024 Shelf Registration Statement allows the Company to sell, from time to time and at its discretion, Company securities having an aggregate offering price of up to $250.0 million, including shares of common stock that may be sold pursuant to the Company’s equity distribution agreement (the “Equity Distribution Agreement”) with Goldman Sachs & Co. LLC (“Goldman Sachs”), as sales agent, under an “at the market” offering program (the “ATM Program”). Pursuant to the Equity Distribution Agreement, 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 intends to use the net proceeds, if any, from sales of 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 and considered by the Company. The Company is not obligated to sell any shares under the Equity Distribution Agreement. As of March 30, 2024, 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 | 3 Months Ended |
Mar. 30, 2024 | |
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”). The remaining shares available for issuance under the 2011 Plan were added to the shares reserved for issuance under the 2018 Plan. As of January1, 2024, the maximum aggregate number of shares that may be issued under the 2018 Plan increased to 25,204,961 shares, which includes an increase of 2,144,521 shares effective January 1, 2024 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, 2023 8,230,500 Authorized 2,144,521 Granted (1) (2,577,831) Shares withheld to cover taxes 43,992 Forfeited 49,830 Balance - March 30, 2024 7,891,012 __________ (1) Includes 225,967 shares reserved for issuance pursuant to performance stock units if 200% of the applicable performance target is achieved. As of March 30, 2024 and December 31, 2023, there were 5,311,878 and 4,477,120 shares, respectively, issuable under stock options outstanding, 2,386,363 and 1,411,310 shares, respectively, issuable under unvested RSUs outstanding, 225,967 and 0 shares, respectively, issuable under unvested PSUs outstanding, 225,967 shares reserved for issuance under unvested PSUs outstanding if 200% of the applicable performance target is achieved, 9,331,100 and 9,048,906 shares, respectively, issued for stock option exercises, RSU settlement, and restricted stock grants, and 7,891,012 and 8,230,500 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 March 30, April 1, Risk-free interest rate 4.3% 4.1% Average expected term (years) 7.0 7.0 Expected volatility 55.0% 55.3% Dividend yield — — Option grants to employees in the three months ended March 30, 2024 and April 1, 2023 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 three months ended March 30, 2024: Number Weighted Weighted Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2023 4,477,120 $ 23.04 5.4 $ 12,915 Granted 859,704 $ 9.77 — $ — Exercised (1,579) $ 3.00 — $ 9 Canceled/Forfeited (23,367) $ 58.79 — $ — Outstanding at March 30, 2024 5,311,878 $ 20.74 6.0 $ 11,738 Vested and exercisable at March 30, 2024 3,337,375 $ 23.11 4.0 $ 11,436 Vested and expected to vest at March 30, 2024 4,499,903 $ 22.42 5.3 $ 11,597 __________ (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 March 30, 2024 and April 1, 2023, the Company recorded in aggregate $1.9 million and $4.0 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 March 30, 2024, there was $13.8 million in unrecognized compensation expense related to nonvested stock option awards which is expected to be recognized over a weighted average vesting period of 1.3 years. Restricted Stock Units RSU grants to employees in the three months ended March 30, 2024 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 three months ended March 30, 2024 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. RSU awards to non-employee consultants and ambassadors in the three months ended March 30, 2024 vest on varying dates, subject to continued service through the vesting date. RSU grants to new and certain continuing employees in the three months ended April 1, 2023 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 three months ended April 1, 2023 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. The following table summarizes the Company’s RSU activity during the three months ended March 30, 2024: Number of Units Weighted Unvested at December 31, 2023 1,411,310 $ 19.60 Granted 1,266,193 $ 9.73 Vested (1) (265,629) $ 20.05 Canceled/Forfeited (25,511) $ 18.79 Unvested at March 30, 2024 2,386,363 $ 14.35 ________ (1) Includes 43,992 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. In the three months ended March 30, 2024 and April 1, 2023, the Company recorded in aggregate $4.0 million and $5.5 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 March 30, 2024, there was $19.7 million in unrecognized compensation expense related to unvested RSUs which is expected to be recognized over a weighted average vesting period of 1.4 years. Performance Stock Units In March 2024, the Company granted a target amount of $3.3 million in PSUs with market-based and service-based vesting conditions to certain executive officers. The market vesting criteria is based on the Company’s TSR results relative to a peer group. The peer group includes the constituents of the S&P Food and Beverage Select Industry Index excluding companies in the S&P 500 as of the beginning of the performance periods during a one-year, two-year and three-year performance period beginning on January 1, 2024 and ending on December 31, 2024, December 31, 2025 and December 31, 2026, respectively. The market vesting condition allows for a range of vesting from 0% to 200% of the target amount, depending on the relative TSR achieved by the Company against the peer group. In addition to the market vesting condition, these PSUs are subject to the continued service of the executive officers through the last day of the applicable performance period. The fair values of PSUs are measured on the grant date using a Monte Carlo valuation model. Each of the three performance periods is considered an individual tranche of the award referred to as “Tranche 1,” “Tranche 2” and “Tranche 3,” respectively. Number of Units Grant Date Fair Value Per Unit Performance Period Tranche 1 80,307 $ 13.49 January 1, 2024 - December 31, 2024 Tranche 2 74,714 $ 14.50 January 1, 2024 - December 31, 2025 Tranche 3 70,946 $ 15.27 January 1, 2024 - December 31, 2026 The following table summarizes the Company’s PSU activity during the three months ended March 30, 2024: Number of Units Weighted Average Grant Date Fair Value Per Unit Unvested at January 1, 2024 — $ — Granted 225,967 $ 14.38 Vested — $ — Canceled/Forfeited — $ — Unvested at March 30, 2024 225,967 $ 14.38 The total grant date fair value of the awards was determined to be $3.3 million, with each tranche of the awards representing $1.1 million of the total expense. The requisite service period for each tranche of the award is 10 months, 22 months and 34 months, respectively. Share-based compensation expense related to PSUs is recognized on a straight-line basis over their requisite service periods, regardless of whether the market condition is ultimately satisfied. Share-based compensation expense is not reversed if the achievement of the market condition does not occur. In the three months ended March 30, 2024 and April 1, 2023, the Company recorded in aggregate $0.2 million and $0, respectively, of share-based compensation expense related to PSUs. The share-based compensation expense is included in SG&A expenses in the Company’s condensed consolidated statements of operations. Prior to December 31, 2023, the Company had no share-based compensation expense related to PSUs. As of March 30, 2024, there was $3.1 million in unrecognized compensation expense related to unvested PSUs which is expected to be recognized over a weighted average vesting period of 1.8 years. Employee Stock Purchase Plan As of March 30, 2024, the maximum aggregate number of shares that may be issued under the 2018 Employee Stock Purchase Plan (“ESPP”) was 3,484,845 shares of common stock, including an increase of 536,130 shares effective January 1, 2024 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 | 3 Months Ended |
Mar. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases See Note 3 . 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 condensed consolidated balance sheet in the year ended December 31, 2022 and for Phase 1-B in its condensed consolidated balance sheet in the second quarter ended July 1, 2023. See Note 3 . Aggregate payments towards base rent over the initial lease term associated with the remaining phases not yet delivered to the Company are 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 reflected in the Company’s condensed consolidated balance sheets as “Restricted cash, non-current” as of March 30, 2024 and December 31, 2023. Given the Company’s intention to reduce its overall operating expenses and cash expenditures, on February 2, 2024, the Company terminated the agreement to purchase the Enschede Property and the security deposit was returned to the Company, which was subsequently paid to the purchaser of the property to be applied towards the deposit and future lease payments. The Company entered into a lease agreement with the purchaser of the property to lease the approximately 114,000 square foot property for an initial period of five years with an option to renew for an additional five years at an annual rent of approximately €1.0 million. See Note 3 . China Investment and Lease Agreement On September 22, 2020, the Company and its 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. In the three months ended March 30, 2024 and April 1, 2023, BYND JX received $0.5 million and $0, respectively, in subsidies from the JXEDZ Finance Bureau. 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 and BYND JX agreed to lease a facility in the JXEDZ for a minimum of two years. In connection with such agreement, BYND JX entered into a factory leasing contract with a JXEDZ company, pursuant to which BYND JX agreed to lease and renovate a facility in the JXEDZ and lease it for a minimum of two years. In the year ended December 31, 2022, the lease was amended to extend the term for an additional five years without rent escalation. In the fourth quarter of 2021, BYND JX leased an approximately 12,000 square foot facility in Shanghai, China, for a period of eight years, which is used as a local research and development facility to support the local manufacturing operations. As of March 30, 2024, 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 an additional facility 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. For the three months ended March 30, 2024 and April 1, 2023, the Company recognized its share of the net (income) losses in TPP, in the amount of $(7,000) and $3.2 million, respectively. As of March 30, 2024 and December 31, 2023, the Company had contributed its share of the investment in TPP in the amount of $27.6 million. See Note 12 . In 2023, the Company continued the process of renegotiating certain contracts and changing operating activities related to Beyond Meat Jerky and assumed distribution responsibilities for Beyond Meat Jerky in the fourth quarter of 2023. In 2023, as part of its review of its global operations (the “Global Operations Review”), the Company made the decision to discontinue the Beyond Meat Jerky product line. 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 $8.1 million in the remainder of 2024 and $17.1 million in 2025. On April 6, 2022, the Company entered into a co-manufacturing agreement (“Agreement”) with a co-manufacturer to manufacture various products for the Company. The Agreement included a minimum order quantity commitment per month and an aggregate quantity over a five-year term. On November 21, 2023, the Company terminated the Agreement because the co-manufacturer failed to meet its obligations under the Agreement and recorded $4.4 million in termination-related charges. In March 2024, the co-manufacturer brought an action against the Company in a confidential arbitration proceeding. See Litigation—Arbitration with Former Co-Manufacturer . 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. Aliments BVeggie, Inc. In November 2023, Aliments BVeggie, Inc. (“BVeggie”) filed and served legal proceedings against the Company before the Superior Court of Quebec’s District of Montreal. BVeggie alleges, among other things that: (i) in 2019, the Company and BVeggie entered into a co-manufacturing agreement, by which BVeggie would produce and deliver products for the benefit of the Company, in exchange for a tolling fee to be paid per pound of product produced and delivered to the Company; (ii) the Company would have made false and misleading statements regarding the volume of purchase orders it would provide BVeggie; (iii) BVeggie invested significant sums to adapt its facilities for the intended production; (iv) the Company fell short of its undertakings and promises; and (v) in March 2023, the Company illegally terminated the business relationship. BVeggie intends to claim damages in the total amount of 129,841,920 CAD, in compensation for its investments, lost profits and the repairs needed to be made to its facility post-termination of the business relationship and removal of the Company’s equipment. The case is at a preliminary stage. The Company intends to vigorously defend against these claims. On December 7, 2023, the Company filed a motion for declinatory exception to stay the proceedings pending before the Superior Court of Quebec, district of Montreal, and refer the dispute to arbitration in California. A hearing on the motion for declinatory exception occurred on April 25, 2024. By judgment dated May 9, 2024, the Superior Court of Quebec granted the motion for declinatory exception filed by the Company and declared that the courts sitting in Los Angeles County, in the State of California, are in a better position to decide the dispute. This judgment is subject to a thirty-day appeal period. Saskatchewan Healthcare Employees’ Pension Plan v. Beyond Meat, Inc. et al. On May 11, 2023, a class action complaint was filed against the Company and certain 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. 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. On August 9, 2023, the case was recaptioned as Saskatchewan Healthcare Employees’ Pension Plan v. Beyond Meat, Inc., et al., Case No. 2:23-cv-03602 (“SHEPP Action”). On October 9, 2023, the plaintiffs filed a consolidated class action complaint. The complaint alleges, among other things, that the Company and the individual defendants 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; awarding compensatory damages, interest, costs, expenses, attorneys’ and expert fees; and granting other unspecified equitable or injunctive relief. The complaint alleges causes of action under Sections 10(b), 20(a), and 20A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 December 8, 2023, the Company and the individual defendants filed a motion to dismiss the consolidated class action complaint. The parties completed briefing on the motion to dismiss in March 2024. On April 22, 2024, the court heard oral arguments on the defendants’ motion to dismiss. A decision has not been rendered. The Company intends to vigorously defend against these claims. Stockholder Derivative Litigation Actions Following the SHEPP Action, derivative shareholder actions were filed by purported stockholders against the Company and certain directors and officers. On July 21, 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 Gervat v. Brown, et al ., Case No. 2:23- cv-05954 (“Gervat Action”). The Gervat Action alleges substantially similar facts as those alleged in the SHEPP Action. 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 SHEPP Action. The Company is named as a nominal defendant only. On July 27, 2023, a second derivative shareholder action was filed in the United States District Court for the Central District of California, captioned Brink v. Brown, et al ., Case No. 2:23-cv-06110 (“Brink Action”), alleging substantially the same causes of action as alleged in the Gervat Action and facts substantially similar to those alleged in the SHEPP Action. On August 15, 2023, the Gervat and Brink Actions were consolidated into a single matter, with the complaint in the Gervat Action being the operative one, and such consolidated case was captioned In Re Beyond Meat, Inc. Stockholder Derivative Litigation, Case No. 2:23-cv-05954 (“Consolidated Derivative Action”). The Consolidated Derivative Action is stayed pending resolution of the defendants’ motion to dismiss in the SHEPP Action. On August 4, 2023, a third derivative shareholder action was filed in the Superior Court of the State of California for the County of Los Angeles, captioned Moore v. Nelson, et al. , Case No. 23STCV18587 (“Moore Action”), alleging causes of action substantially similar to those alleged in the Consolidated Derivative Action and facts substantially similar to those alleged in the SHEPP Action. On January 23, 2024, the plaintiff dismissed the complaint without prejudice. On December 8, 2023, a fourth derivative action was filed in the United States District Court for the District of Delaware, captioned Gilardy v. Brown, et al ., Case No. 1:23-cv-01415 (“Gilardy Action”). The Gilardy Action alleges causes of action substantially similar to those alleged in the Consolidated Derivative Action and Moore Action and facts substantially similar to those alleged in the SHEPP Action. The Gilardy Action is stayed pending resolution of the defendants’ motion to dismiss in the SHEPP Action. Litigation Pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”) On November 17, 2023, purported stockholder Christina Brown (“Brown”) issued a books and records demand pursuant to Section 220 of the DGCL seeking documents, including board minutes and materials generally related to the same issues as those raised in the SHEPP Action and related derivative actions. On December 12, 2023, Brown filed a complaint in Delaware Chancery Court naming the Company as defendant and seeking such documents pursuant to Section 220, captioned Brown v. Beyond Meat, Case No. 2023-1262 (Del. Ch.). The case is in the preliminary stages. 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, In re: Beyond Meat, Inc. Protein Content Marketing and Sales Practices Litigation, No. 1:23-cv-00669 (N.D. Ill.) (the “MDL”). On March 3, 2023, the MDL court held the initial status conference. The MDL court granted plaintiffs’ motion to appoint interim class counsel. 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. On February 22, 2024, the MDL court issued an order granting in part and denying in part the Company’s motion to dismiss. On March 5, 2024, the parties filed a joint status report noting they had agreed to engage in mediation. On April 24, 2024, the parties engaged in mediation before the Honorable Wayne R. Andersen but did not reach agreement. Negotiations continued and the parties entered into a confidential binding settlement term sheet on May 6, 2024, pursuant to which the Company has agreed to contribute $7.5 million to a settlement fund in full satisfaction of all settlement costs and attorneys’ fees. The parties will continue to work on a definitive written settlement agreement to be executed within forty-five days of the signed term sheet and which will be subject to preliminary and final approval by the MDL court. Since the settlement is subject to court approval, the timing of payments is uncertain; however, the Company anticipates paying $250,000 in 2024, with the remainder, $7.25 million, anticipated to be paid in 2025. The active lawsuits, each of which was consolidated and transferred to the MDL and is subject to the binding settlement term sheet, 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) If a final definitive settlement agreement is not reached or approved by the MDL court, the Company is prepared to vigorously defend against all remaining 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 “Commercial Court”). 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. If the Commercial Court rules against the Company, it could disrupt the Company’s ability to market in France. 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. In September 2023, the Company submitted a request to stay proceedings 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. On September 27, 2023, Interbev obtained an extension to submit a response to the Company. On October 25, 2023, Interbev submitted its response opposing the Company’s request to stay proceedings and asking that the written procedure of the case be closed. The Company responded on November 22, 2023, and Interbev submitted an additional reply on January 16, 2024. On March 20, 2024, the Commercial Court held a hearing on the decision to stay proceedings, and on April 25, 2024, the Commercial Court decided that the case should proceed. To that end, the Commercial Court set the date for an oral hearing on September 4, 2024. The commercial litigation is expected to take at least another five months in the first instance. The Company intends to vigorously defend against these claims. On April 21, 2023, Interbev filed two actions before the European Union Intellectual Property Office (the “EUIPO”) 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 allegedly misleading use. On July 7, 2023, the Company submitted its responses to these actions, strongly disputing these claims and defending its use and registration of the Caped Steer logo. Interbev’s response regarding misleading use of the mark was filed on September 14, 2023, and the Company responded on November 17, 2023. Interbev’s response regarding the invalidity of the mark was filed and served on the Company in November 2023, and the Company responded on January 12, 2024. On May 7, 2024, the Company was served with the EUIPO’s first instance decision regarding the invalidity of the mark. The EUIPO held the mark to be invalid insofar as the registration covered specifically meat or dairy substitute goods. The EUIPO held the trademark to be valid insofar as the registration is for other plant, cereal, vegetable, fruit or nut-based goods. The Company is currently considering its options. Decrees 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 (the “Contested Decree”). The Contested Decree prohibited 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 Contested Decree, in response to a motion filed by a French trade association. On October 21, 2022, the Company filed a request for annulment of the Contested 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 were heard. On January 23, 2023, the French Ministry for the Economy (the “French Ministry”) responded to the Company’s request for annulment and intervention. The French Ministry’s response made clear that it would enforce the Contested 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 against the French meaty names ban. The court held that there were a number of difficulties interpreting 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 judgments of the CJEU. The procedure before the CJEU started on August 22, 2023, and the Company filed its submission on October 31, 2023. On January 15, 2024, the CJEU closed the written procedure. The period to request an oral hearing closed on February 5, 2024. In parallel to the litigation before the CJEU against the Contested Decree, on August 23, 2023, France published a proposal for a new decree replacing the Contested Decree (the “New Decree”). The New Decree has removed some of the Contested Decree’s most open-ended language, but essentially maintains the prohibition on meaty names for plant-based proteins. The New Decree was subject to administrative review procedure by the European Commission (the EU’s executive body) and the EU member states other than France. The six-months standstill period under that procedure ended on February 23, 2024. The Company supported plant-based protein trade associations against the New Decree. On February 26, 2024, the New Decree was adopted. However, on April 10, 2024, the French High Administrative Court decided once again to postpone the applicability of the New Decree. The interim relief judge noted that there were serious doubts as to whether such national measures could be adopted based on EU law, which had already prompted the ongoing CJEU litigation. In this context, on March 1, 2024, the CJEU requested the French High Administrative Court to provide its view on the impact of the adoption of the New Decree on the litigation against the Contested Decree, and whether it should be declared moot or it should be allowed to proceed. On March 14, 2024, the French High Administrative Court responded to the CJEU's request for information asking it to rule in the current proceedings. On April 15, 2024, the CJEU decided that the litigation against the Contested Decree would proceed, and that an oral hearing was not necessary. The Company expects the ruling of the CJEU within approximately seven The judgment of the CJEU will be determinative as to whether the Contested Decree’s ban on meat names for plant-based foods was lawful, or not, under EU law. The judgment of the CJEU will set a precedent on the naming of plant-based foods for all other EU member states, which will significantly disrupt or facilitate the operations of the Company and the entire plant-based protein industry in France and across the EU. The Company maintains its position that the Contested Decree was, and the New Decree is illegal under French and EU law. It will continue to defend against prohibitions on meaty names, among others through plant-based protein trade associations. Arbitration with Former Co-Manufacturer In March 2024, a former co-manufacturer (“Manufacturer”) brought an action against the Company in a confidential arbitration proceeding. The Company had entered into an agreement with the Manufacturer, under which the Manufacturer was responsible for producing products on behalf of the Company. The Company terminated the agreement in November 2023 due to the Manufacturer’s failure to produce food in compliance with applicable laws, as required by the agreement. The Manufacturer alleges that the Company terminated the agreement without a contractual basis to do so and that it is owed past and future payments under the agreement. The Manufacturer claims total damages of at least approximately $73.0 million. The Company has responded to the demand and asserted counterclaims for breach of contract. The Company intends to vigorously defend against these claims. The Company is involved in various other legal proceedings, claims, and litigation arising in the ordinary course of business. Based on the facts currently available, the Company does not believe that the disposition of such matters that are pending or asserted will have a material effect on its financial statements. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 30, 2024 and April 1, 2023, the Company recorded $2,000 and $0 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 March 30, 2024, 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 | 3 Months Ended |
Mar. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Available to Common Stockholders | Net Loss Per Share Available to Common Stockholders The Company calculates basic and diluted net loss per share available to common stockholders in conformity with the provisions of ASC 260 “ Earnings Per Share .” Pursuant to Accounting Standards Update 2020-06, the Company applies the if-converted method to its Notes. See Note 2 . (in thousands, except share and per share amounts) Three Months Ended March 30, April 1, Numerator: Net loss available to common stockholders $ (54,361) $ (59,037) Net loss available to common stockholders—basic (54,361) (59,037) Denominator: Weighted average common shares outstanding—basic 64,702,249 64,004,894 Dilutive effect of shares issuable under stock options — — Dilutive effect of RSUs — — Dilutive effect of PSUs — — Dilutive effect of Notes, if converted (1) — — Weighted average common shares outstanding—diluted 64,702,249 64,004,894 Net loss per share available to common stockholders—basic and diluted $ (0.84) $ (0.92) __________ (1) As the Company recorded a net loss in the three months ended March 30, 2024 and April 1, 2023, inclusion of shares from the conversion premium or spread would be anti-dilutive. The Company had $1.2 billion in Notes outstanding as of March 30, 2024 and April 1, 2023. The following shares of common stock equivalents were excluded from the computation of diluted net loss per share available to common stockholders for the periods presented because the impact of including them would have been antidilutive: Three Months Ended March 30, April 1, Options to purchase common stock 5,311,878 4,714,243 Restricted stock units 2,386,363 1,604,302 Performance stock units 225,967 — Total 7,924,208 6,318,545 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 30, 2024 | |
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 sold certain products directly to the joint venture. In the year ended December 31, 2022, the Company also entered into an agreement for a non-refundable 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. In 2023, as part of its Global Operations Review, the Company made the decision to discontinue the Beyond Meat Jerky product line. Net revenues earned from TPP included in the U.S. retail channel net revenues were $0 and $5.3 million, including the $2.0 million non-refundable up-front fee, for the three months ended March 30, 2024 and April 1, 2023, respectively. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Preliminary Settlement of Consumer Class Actions Regarding Protein Claims As discussed in Note 9 , subsequent to the quarter ended March 30, 2024, on May 6, 2024, the parties to the consumer class actions described in Note 9 entered into a confidential binding settlement term sheet, pursuant to which the Company has agreed to contribute $7.5 million to a settlement fund in full satisfaction of all settlement costs and attorneys’ fees. The parties will continue to work on a definitive written settlement agreement to be executed within forty-five days of the signed term sheet and which will be subject to preliminary and final approval by the MDL court. Since the settlement is subject to court approval, the timing of payments is uncertain; however, the Company anticipates paying $250,000 in 2024, with the remainder, $7.25 million, anticipated to be paid in 2025. As of March 30, 2024, the Company has accrued $7.5 million in SG&A expenses in the Company’s condensed consolidated statement of operations, which are included in “Accrued litigation settlement costs” in the Company’s condensed consolidated balance sheet as of March 30, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (54,361) | $ (59,037) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 30, 2024 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1c Sell To Cover Instruction [Member] | Seth Goldman [Member] | |
Trading Arrangements, by Individual | |
Name | Seth Goldman |
Title | chair of the board of directors |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 14, 2024 |
Arrangement Duration | 362 days |
Aggregate Available | 300,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 30, 2024 | |
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, 2024 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 2023 10-K. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date. |
Principles of Consolidation | Principles of Consolidation |
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. Significant accounting estimates made by the Company include trade promotion accruals; useful lives of property, plant and equipment; valuation of fixed assets, valuation of deferred tax assets; valuation of inventory; incremental borrowing rate used to determine operating lease right-of-use assets and operating lease liabilities; assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting right-of-use assets and lease liabilities; the valuation of the fair value of stock options and performance stock units (“PSUs”) used to determine share-based compensation expense; and loss contingency accruals in connection with claims, lawsuits and administrative proceedings. |
Foreign Currency | Foreign Currency Foreign currency translation gains, net of tax, reported as cumulative translation adjustments through “Other comprehensive loss” were $0.7 million and $3,000 in the three months ended March 30, 2024 and April 1, 2023, respectively. Net realized and unrealized foreign currency transaction (losses) gains included in “Other, net” were $(2.3) million and $0.3 million in the three months ended March 30, 2024 and April 1, 2023, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company had no financial instruments measured at fair value on a recurring basis at March 30, 2024 and December 31, 2023. |
Revenue Recognition | Revenue Recognition Shipping and Handling Costs |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings (loss) per share (“EPS”) represents net income available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS represents net income available to common stockholders divided by the weighted-average number of common shares outstanding, inclusive of the dilutive impact of potential common shares outstanding during the period. Such potential common shares include options, restricted stock units (“RSUs”) and PSUs. |
Prepaid Expenses | Prepaid Expenses |
Share-Based Compensation | Share-Based Compensation The Company measures all share-based compensation cost at the grant date, based on the fair values of the awards that are ultimately expected to vest, and recognizes that cost as an expense in its condensed consolidated statements of operations over the requisite service period. The Company estimates the fair value of option awards using the Black-Scholes option valuation model, which requires management to make certain assumptions for estimating the fair value of stock options at the date of grant including the fair value and projected volatility of the underlying common stock and the expected term of the award. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimates, in management’s opinion, the existing models may not necessarily provide a reliable single measure of the fair value of the Company’s stock options. Although the fair value of stock options is determined using an option valuation model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The Company recognizes the closing price of the Company’s stock on the grant date as the fair value of RSUs. The Company estimates the expected impact of forfeited awards and recognizes share-based compensation cost only for those stock option and RSU awards ultimately expected to vest. If actual forfeiture rates differ materially from the Company’s estimates, share-based compensation expense could differ significantly from the amounts the Company has recorded in the current period. The Company periodically reviews actual forfeiture experience and will revise its estimates, as necessary. The Company will recognize as compensation cost the cumulative effect of the change in estimated forfeiture rates on current and prior periods in earnings of the period of revision. As a result, if the Company revises its assumptions and estimates, the Company’s share-based compensation expense could change materially in the future. See Note 8 . The Company estimates the fair value of PSUs using the Monte Carlo valuation model. The market-based performance condition used for these awards is based upon the total shareholder return (“TSR”) of Beyond Meat versus the TSR of a peer group over performance periods which is considered to be a market condition under ASC 718 “Compensation—Stock Compensation.” The effect of the market condition is considered in determining the award’s grant date fair value, which is not subsequently revised based on actual performance for stock settled awards. The expense is therefore fixed at the time of grant in relation to this feature. The expense may only be adjusted for any service-related forfeitures. |
Recently Adopted Accounting Pronouncements | New Accounting Pronouncements In October 2023, the FASB issued ASU 2023-06 “Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”), which provides amendments to the Codification in response to the 2018 SEC release No. 33-10532, “Disclosure Update and Simplification.” The amendments modify the disclosure and presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics. ASU 2023-06 is effective for companies that are subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or purpose of issuing securities on the date which the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is prohibited. For all other entities, the amendments are effective two years later. If the SEC has not removed the applicable disclosure from Regulation S-X or Regulation S-K by June 30, 2027, the pending content related to ASU 2023-06 will not become effective for any entity and will be removed from the codification. Adoption of ASU 2023-06 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires the disclosure of significant segment expenses that are part of an entity’s segment measure of profit or loss and regularly provided to the chief operating decision maker. In addition, it adds or makes clarifications to other segment-related disclosures, such as clarifying that the disclosure requirements in ASC 280 are required for entities with a single reportable segment and that an entity may disclose multiple measures of segment profit and loss. The amendments in ASU 2023-07 apply to all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be adopted retrospectively. ASU 2023-06 is effective for the Company beginning January 1, 2024 and interim periods beginning January 1, 2025. Adoption of ASU 2023-07 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. In December 2023, the FASB issued “ASU 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures” (“ASU 2023-09”) which amends the Codification to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid, both of which are disclosures required by current GAAP. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in ASU 2023-09 apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 is effective for the Company beginning January 1, 2025. Adoption of ASU 2023-09 is expected to enhance the usefulness of income tax disclosures and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. In March 2024, the FASB issued “ASU 2024-02—Codification Improvements—Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”) which amends the Codification to remove references to various FASB Concept Statements. The amendments in ASU 2024-02 are considered to be codification improvements only. The amendments in ASU 2024-02 apply to all reporting entities within the scope of the affected accounting guidance and are effective for the Company for fiscal years beginning after December 15, 2024. Early application of the amendments in ASU 2024-02 is permitted for all entities for any fiscal year or interim period for which financial statements have not yet been issued or made available for issuance. Adoption of ASU 2024-02 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Recently Adopted Accounting Pronouncements None. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company’s net revenues by channel: Three Months Ended (in thousands) March 30, April 1, U.S.: Retail $ 37,088 $ 44,159 Foodservice 12,304 14,675 U.S. net revenues 49,392 58,834 International: Retail 12,578 14,289 Foodservice 13,633 19,113 International net revenues 26,211 33,402 Net revenues $ 75,603 $ 92,236 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Leases [Abstract] | |
Schedule of Components of Lease and Supplemental Cash Flow Information | Lease costs for operating and finance leases: Three Months Ended (in thousands) Statement of Operations Location March 30, 2024 April 1, 2023 Operating lease cost: Lease cost Cost of goods sold $ 397 $ 410 Lease cost Research and development expenses 2,391 2,530 Lease cost Selling, general and administrative expenses 668 365 Variable lease cost (1) Cost of goods sold 65 85 Variable lease cost (1) Research and development expenses 18 62 Variable lease cost (1) Selling, general and administrative expenses 1,091 516 Operating lease cost $ 4,630 $ 3,968 Short-term lease cost: Short-term lease cost Cost of goods sold $ 21 $ 21 Short-term lease cost Research and development expenses 24 47 Short-term lease cost Selling, general and administrative expenses 33 47 Short-term lease cost $ 78 $ 115 Finance lease cost: Amortization of right-of use assets Cost of goods sold $ 197 $ 53 Amortization of right-of use assets Research and development expenses 4 3 Interest on lease liabilities Interest expense 32 6 Variable lease cost (1) Cost of goods sold 4 1 Finance lease cost $ 237 $ 63 Total lease cost $ 4,945 $ 4,146 ____________ (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: March 30, 2024 Operating Leases Finance Leases Weighted average remaining lease term (years) 13.8 4.6 Weighted average discount rate 6.9 % 4.2 % |
Schedule of Assets and Liabilities Related to Operating and Finance Leases | Supplemental balance sheet information: (in thousands) Balance Sheet Location March 30, 2024 December 31, 2023 Assets Operating leases Operating lease right-of-use assets $ 129,379 $ 130,460 Finance leases, net Property, plant and equipment, net 4,687 461 Total lease assets $ 134,066 $ 130,921 Liabilities Current: Operating lease liabilities Current portion of operating lease liabilities $ 3,976 $ 3,677 Finance lease liabilities Accrued expenses and other current liabilities 763 196 Long-term: Operating lease liabilities Operating lease liabilities, net of current portion 75,490 75,648 Finance lease liabilities Finance lease obligations and other long-term liabilities 3,623 274 Total lease liabilities $ 83,852 $ 79,795 |
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 March 30, 2024: March 30, 2024 (in thousands) Operating Leases Finance Leases Remainder of 2024 $ 6,469 $ 643 2025 8,465 1,153 2026 8,345 1,048 2027 8,219 1,013 2028 8,334 975 Thereafter 88,538 — Total undiscounted future minimum lease payments 128,370 4,832 Less imputed interest (48,904) (446) Total discounted future minimum lease payments $ 79,466 $ 4,386 |
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 March 30, 2024: March 30, 2024 (in thousands) Operating Leases Finance Leases Remainder of 2024 $ 6,469 $ 643 2025 8,465 1,153 2026 8,345 1,048 2027 8,219 1,013 2028 8,334 975 Thereafter 88,538 — Total undiscounted future minimum lease payments 128,370 4,832 Less imputed interest (48,904) (446) Total discounted future minimum lease payments $ 79,466 $ 4,386 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information: Three Months Ended (in thousands) March 30, 2024 April 1, 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,171 $ 1,507 Operating lease right-of-use assets obtained in exchange for lease liabilities $ 1,034 $ — |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Major Classes of Inventory | Major classes of inventory were as follows: (in thousands) March 30, December 31, Raw materials and packaging $ 61,106 $ 61,371 Work in process 25,638 37,329 Finished goods 35,794 31,636 Total $ 122,538 $ 130,336 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | A summary of property, plant, and equipment as of March 30, 2024 and December 31, 2023 is as follows: (in thousands) March 30, December 31, Manufacturing equipment $ 166,766 $ 165,028 Research and development equipment 20,994 19,594 Leasehold improvements 18,270 23,898 Building 22,851 22,813 Finance leases 5,487 1,086 Software 2,839 3,568 Furniture and fixtures 932 1,079 Vehicles 584 584 Land 5,454 5,478 Assets not yet placed in service 38,116 43,123 Total property, plant and equipment $ 282,293 $ 286,251 Less: accumulated depreciation and amortization 91,397 92,205 Property, plant and equipment, net $ 190,896 $ 194,046 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Balances | The following is a summary of debt balances as of March 30, 2024 and December 31, 2023: (in thousands) March 30, December 31, 0% Convertible senior notes $ 1,150,000 $ 1,150,000 Debt issuance costs (11,475) (12,458) Total debt outstanding $ 1,138,525 $ 1,137,542 Less: current portion of long-term debt — — Long-term debt $ 1,138,525 $ 1,137,542 The following is a summary of the Company’s Notes as of March 30, 2024: (in thousands) Principal Amount Unamortized Issuance Costs Net Carrying Amount Fair Value Amount Leveling 0% Convertible senior notes due March 15, 2027 $1,150,000 $11,475 $1,138,525 $276,000 Level 2 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consisted of the following: March 30, 2024 December 31, 2023 Equity incentive compensation awards granted and outstanding 7,942,877 5,888,077 Shares available for grant under the 2018 Equity Incentive Plan (1) 7,891,012 8,230,500 Shares available for issuance under the Employee Stock Purchase Plan 3,484,845 2,948,715 Shares reserved for potential issuance under the Notes 8,234,230 8,234,230 Total common stock reserved for future issuance (1)(2) 27,552,964 25,301,522 _________________ (1) Shares available for issuance under the 2018 Equity Incentive Plan includes 225,967 shares that may be issued pursuant to performance stock units if 200% of the applicable performance target is achieved. (2) Total common stock reserved for future issuance does not include shares that may be issued pursuant to the ATM Program discussed below. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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, 2023 8,230,500 Authorized 2,144,521 Granted (1) (2,577,831) Shares withheld to cover taxes 43,992 Forfeited 49,830 Balance - March 30, 2024 7,891,012 __________ (1) Includes 225,967 shares reserved for issuance pursuant to performance stock units if 200% of the applicable performance target is achieved. |
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 March 30, April 1, Risk-free interest rate 4.3% 4.1% Average expected term (years) 7.0 7.0 Expected volatility 55.0% 55.3% Dividend yield — — |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity during the three months ended March 30, 2024: Number Weighted Weighted Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2023 4,477,120 $ 23.04 5.4 $ 12,915 Granted 859,704 $ 9.77 — $ — Exercised (1,579) $ 3.00 — $ 9 Canceled/Forfeited (23,367) $ 58.79 — $ — Outstanding at March 30, 2024 5,311,878 $ 20.74 6.0 $ 11,738 Vested and exercisable at March 30, 2024 3,337,375 $ 23.11 4.0 $ 11,436 Vested and expected to vest at March 30, 2024 4,499,903 $ 22.42 5.3 $ 11,597 __________ |
Schedule of RSU Activity | The following table summarizes the Company’s RSU activity during the three months ended March 30, 2024: Number of Units Weighted Unvested at December 31, 2023 1,411,310 $ 19.60 Granted 1,266,193 $ 9.73 Vested (1) (265,629) $ 20.05 Canceled/Forfeited (25,511) $ 18.79 Unvested at March 30, 2024 2,386,363 $ 14.35 ________ (1) Includes 43,992 shares of common stock that were withheld to cover taxes on the release of vested RSUs and became available for future grants pursuant to the 2018 Plan. |
Schedule of Performance Stock Options | Number of Units Grant Date Fair Value Per Unit Performance Period Tranche 1 80,307 $ 13.49 January 1, 2024 - December 31, 2024 Tranche 2 74,714 $ 14.50 January 1, 2024 - December 31, 2025 Tranche 3 70,946 $ 15.27 January 1, 2024 - December 31, 2026 |
Schedule of PSU Activity | The following table summarizes the Company’s PSU activity during the three months ended March 30, 2024: Number of Units Weighted Average Grant Date Fair Value Per Unit Unvested at January 1, 2024 — $ — Granted 225,967 $ 14.38 Vested — $ — Canceled/Forfeited — $ — Unvested at March 30, 2024 225,967 $ 14.38 |
Net Loss Per Share Available _2
Net Loss Per Share Available to Common Stockholders (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, April 1, Numerator: Net loss available to common stockholders $ (54,361) $ (59,037) Net loss available to common stockholders—basic (54,361) (59,037) Denominator: Weighted average common shares outstanding—basic 64,702,249 64,004,894 Dilutive effect of shares issuable under stock options — — Dilutive effect of RSUs — — Dilutive effect of PSUs — — Dilutive effect of Notes, if converted (1) — — Weighted average common shares outstanding—diluted 64,702,249 64,004,894 Net loss per share available to common stockholders—basic and diluted $ (0.84) $ (0.92) __________ (1) As the Company recorded a net loss in the three months ended March 30, 2024 and April 1, 2023, inclusion of shares from the conversion premium or spread would be anti-dilutive. The Company had $1.2 billion in Notes outstanding as of March 30, 2024 and April 1, 2023. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares of common stock equivalents were excluded from the computation of diluted net loss per share available to common stockholders for the periods presented because the impact of including them would have been antidilutive: Three Months Ended March 30, April 1, Options to purchase common stock 5,311,878 4,714,243 Restricted stock units 2,386,363 1,604,302 Performance stock units 225,967 — Total 7,924,208 6,318,545 |
Introduction (Details)
Introduction (Details) | 3 Months Ended |
Mar. 30, 2024 global_Issue | |
Concentration Risk [Line Items] | |
Number of growing global issues | 4 |
United States | Long-Lived Assets | Geographic Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration risk | 85% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | |||
Foreign currency translation adjustment | $ 673 | $ 3 | |
Foreign currency transaction gains (losses) | 2,300 | (300) | |
Liability for estimated sales discounts | 5,100 | $ 6,900 | |
Prepaid Expense, Current | 8,900 | $ 8,300 | |
Cost of goods sold | 71,935 | 86,051 | |
Shipping and Handling | |||
Class of Warrant or Right [Line Items] | |||
Cost of goods sold | $ 2,100 | $ 3,200 | |
Distributor One | Customer Concentration Risk | Revenue | |||
Class of Warrant or Right [Line Items] | |||
Concentration risk | 13% | ||
Customer One | Customer Concentration Risk | Revenue | |||
Class of Warrant or Right [Line Items] | |||
Concentration risk | 12% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 75,603 | $ 92,236 |
U.S. net revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 49,392 | 58,834 |
U.S. net revenues | Retail | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 37,088 | 44,159 |
U.S. net revenues | Foodservice | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 12,304 | 14,675 |
International net revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 26,211 | 33,402 |
International net revenues | Retail | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 12,578 | 14,289 |
International net revenues | Foodservice | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 13,633 | $ 19,113 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands, € in Millions | 3 Months Ended | 12 Months Ended | ||||||
Feb. 02, 2024 EUR (€) renewal_option | Jun. 01, 2023 USD ($) | Sep. 15, 2022 USD ($) | Jan. 14, 2021 renewal_option | Mar. 30, 2024 USD ($) contract | Apr. 01, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Lease, initial term | 8 years | |||||||
Number of renewal options (at minimum) | contract | 1 | |||||||
Escrow deposits related to lease not yet commenced | $ 1,700 | $ 4,200 | ||||||
Operating lease right-of-use assets | 129,379 | $ 130,460 | ||||||
Operating lease right-of-use assets obtained in exchange for lease liabilities | 1,034 | $ 0 | ||||||
Total discounted future minimum lease payments | $ 79,466 | |||||||
NETHERLANDS | Purchase Commitment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Lease, initial term | 5 years | |||||||
Number of square foot property | renewal_option | 114,000 | |||||||
Renewal term | 5 years | |||||||
First year annual rent expense | € | € 1 | |||||||
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 | 5 years | 12 years | ||||||
Minimum | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Lease, initial term | 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 | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Lease Cost | ||
Operating lease cost | $ 4,630 | $ 3,968 |
Short-term lease cost | 78 | 115 |
Interest on lease liabilities | 32 | 6 |
Finance lease cost | 237 | 63 |
Total lease cost | $ 4,945 | 4,146 |
Operating Leases | ||
Weighted average remaining lease term (years) | 13 years 9 months 18 days | |
Weighted average discount rate | 6.90% | |
Finance Leases | ||
Weighted average remaining lease term (years) | 4 years 7 months 6 days | |
Weighted average discount rate | 4.20% | |
Cost of goods sold | ||
Lease Cost | ||
Lease cost | $ 397 | 410 |
Variable lease cost | 65 | 85 |
Short-term lease cost | 21 | 21 |
Amortization of right-of use assets | 197 | 53 |
Variable lease cost | 4 | 1 |
Research and development expenses | ||
Lease Cost | ||
Lease cost | 2,391 | 2,530 |
Variable lease cost | 18 | 62 |
Short-term lease cost | 24 | 47 |
Amortization of right-of use assets | 4 | 3 |
Selling, general and administrative expenses | ||
Lease Cost | ||
Lease cost | 668 | 365 |
Variable lease cost | 1,091 | 516 |
Short-term lease cost | $ 33 | $ 47 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Operating lease right-of-use assets | $ 129,379 | $ 130,460 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
Finance leases, net | $ 4,687 | $ 461 |
Total lease assets | 134,066 | 130,921 |
Current: | ||
Current portion of operating lease liabilities | $ 3,976 | $ 3,677 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Short-term finance lease liabilities | $ 763 | $ 196 |
Long-term: | ||
Operating lease liabilities, net of current portion | $ 75,490 | $ 75,648 |
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 |
Finance lease liabilities | $ 3,623 | $ 274 |
Total lease liabilities | $ 83,852 | $ 79,795 |
Leases - Schedule of Future Mat
Leases - Schedule of Future Maturities of Operating Lease and Financial Lease Liabilities (Details) $ in Thousands | Mar. 30, 2024 USD ($) |
Operating Leases | |
Remainder of 2024 | $ 6,469 |
2025 | 8,465 |
2026 | 8,345 |
2027 | 8,219 |
2028 | 8,334 |
Thereafter | 88,538 |
Total undiscounted future minimum lease payments | 128,370 |
Less imputed interest | (48,904) |
Total discounted future minimum lease payments | 79,466 |
Finance Leases | |
Remainder of 2024 | 643 |
2025 | 1,153 |
2026 | 1,048 |
2027 | 1,013 |
2028 | 975 |
Thereafter | 0 |
Total undiscounted future minimum lease payments | 4,832 |
Less imputed interest | (446) |
Total discounted future minimum lease payments | $ 4,386 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 2,171 | $ 1,507 |
Operating lease right-of-use assets obtained in exchange for lease liabilities | $ 1,034 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and packaging | $ 61,106 | $ 61,371 |
Work in process | 25,638 | 37,329 |
Finished goods | 35,794 | 31,636 |
Total | $ 122,538 | $ 130,336 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Finance leases | $ 5,487 | $ 1,086 |
Total property, plant and equipment | 282,293 | 286,251 |
Less: accumulated depreciation and amortization | 91,397 | 92,205 |
Property, plant and equipment, net | 190,896 | 194,046 |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 166,766 | 165,028 |
Research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 20,994 | 19,594 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 18,270 | 23,898 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 22,851 | 22,813 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,839 | 3,568 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 932 | 1,079 |
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 | 5,454 | 5,478 |
Assets not yet placed in service | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 38,116 | $ 43,123 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 6,969 | $ 6,049 | |
Assets held for sale | 2,401 | $ 4,539 | |
Cost of goods sold | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | 6,100 | 5,400 | |
Research and development expenses | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | 500 | 500 | |
Selling, general and administrative expenses | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 400 | $ 100 |
Debt - Schedule of Debt Balance
Debt - Schedule of Debt Balances (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 | Apr. 01, 2023 | Mar. 05, 2021 |
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ (11,475) | $ (12,458) | ||
Total debt outstanding | 1,138,525 | 1,137,542 | ||
Less: current portion of long-term debt | 0 | 0 | ||
Long-term debt | 1,138,525 | 1,137,542 | ||
Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
0% 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 | ||||
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | Mar. 12, 2021 | Mar. 05, 2021 | |
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 11,475 | $ 12,458 | |||
Amortization of debt issuance costs | 984 | $ 984 | |||
Level 2 | Recurring | |||||
Debt Instrument [Line Items] | |||||
Convertible notes, fair value | 276,000 | ||||
Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 23,600 | ||||
Amortization of debt issuance costs | $ 1,000 | $ 1,000 | |||
Interest rate | 0.09% | 0.09% | |||
Remaining term | 3 years | ||||
Convertible Notes | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 1,000,000 | ||||
Stated rate | 0% | ||||
Debt issuance costs | $ 11,475 | ||||
Convertible Notes | Additional Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 150,000 |
Debt - Summary of convertible s
Debt - Summary of convertible senior notes (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 | Apr. 01, 2023 | Mar. 05, 2021 |
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 11,475 | $ 12,458 | ||
Total debt outstanding | 1,138,525 | 1,137,542 | ||
Level 2 | Recurring | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, fair value | 276,000 | |||
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 | 11,475 | |||
Total debt outstanding | $ 1,138,525 |
Stockholders_ Deficit - Narrati
Stockholders’ Deficit - Narrative (Details) - $ / shares | Mar. 30, 2024 | Dec. 31, 2023 |
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) | 64,852,842 | 64,624,140 |
Common stock, outstanding (in shares) | 64,852,842 | 64,624,140 |
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 - Schedul
Stockholders’ Deficit - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | 3 Months Ended | |
Mar. 30, 2024 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding (in shares) | 5,311,878 | 4,477,120 |
Shares available for issuance under the 2018 Equity Incentive plan (in shares) | 7,891,012 | 8,230,500 |
Total common stock reserved for future issuance (in shares) | 27,552,964 | 25,301,522 |
Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issuable (in shares) | 225,967 | 0 |
Vesting percentage | 200% | |
Equity Incentive Compensation Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding (in shares) | 7,942,877 | 5,888,077 |
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) | 7,891,012 | 8,230,500 |
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) | 3,484,845 | 2,948,715 |
Employee Stock Purchase Plan | Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issuable (in shares) | 225,967 | |
Vesting percentage | 200% | |
Notes | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for issuance under the 2018 Equity Incentive plan (in shares) | 8,234,230 | 8,234,230 |
Stockholders_ Deficit - Shelf R
Stockholders’ Deficit - Shelf Registration Statement (Details) - ATM Program $ in Thousands | May 10, 2023 USD ($) |
Subsidiary, Sale of Stock [Line Items] | |
Issuance of common stock, net | $ 250,000 |
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) | 3 Months Ended | 12 Months Ended | ||
Jan. 01, 2024 shares | Mar. 30, 2024 USD ($) performancePeriod shares | Apr. 01, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized for issuance (in shares) | 25,204,961 | |||
Stock options outstanding (in shares) | 5,311,878 | 4,477,120 | ||
Shares issued for stock option exercises (in shares) | (9,331,100) | (9,048,906) | ||
Shares available for grant (in shares) | 7,891,012 | 8,230,500 | ||
RSU | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issuable (in shares) | 2,386,363 | 1,411,310 | ||
Share-based compensation expense | $ | $ 4,000,000 | $ 5,500,000 | ||
Unrecognized compensation expense, period of recognition | 1 year 4 months 24 days | |||
Unrecognized share-based compensation expense | $ | $ 19,700,000 | |||
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% | |||
RSU | Employees | Thereafter | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 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% | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ | $ 1,900,000 | $ 4,000,000 | ||
Unrecognized compensation expense | $ | $ 13,800,000 | |||
Unrecognized compensation expense, period of recognition | 1 year 3 months 18 days | |||
Stock Options | New Employees | First Anniversary | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | 25% | ||
Stock Options | New Employees | Thereafter | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | 3 years | ||
Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issuable (in shares) | 225,967 | 0 | ||
Vesting percentage | 200% | |||
Number of performance period | performancePeriod | 3 | |||
Share-based compensation expense | $ | $ 200,000 | $ 0 | $ 0 | |
Unrecognized compensation expense | $ | $ 3,100,000 | |||
Unrecognized compensation expense, period of recognition | 1 year 9 months 18 days | |||
Total grant fair value | $ | $ 3,300,000 | |||
Total expense | $ | $ 1,100,000 | |||
Performance Stock Units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 0% | |||
Performance Stock Units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 200% | |||
Performance Stock Units | First Anniversary | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Award requisite service period (in months) | 10 months | |||
Performance Stock Units | Thereafter | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
Award requisite service period (in months) | 22 months | |||
Performance Stock Units | Upon Grant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Award requisite service period (in months) | 34 months | |||
2018 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized (in shares) | 2,144,521 | 2,144,521 | ||
Shares available for grant (in shares) | 7,891,012 | 8,230,500 | ||
2018 ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for grant (in shares) | 3,484,845 | 2,948,715 | ||
2018 ESPP | Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized for issuance (in shares) | 3,484,845 | |||
Number of additional shares authorized per year (in shares) | 536,130 | |||
2018 ESPP | Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issuable (in shares) | 225,967 | |||
Vesting percentage | 200% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Shares Available for Grant (Details) - shares | 3 Months Ended | ||
Jan. 01, 2024 | Mar. 30, 2024 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Available for Grant, Number of Shares [Roll Forward] | |||
Beginning balance (in shares) | 8,230,500 | 8,230,500 | |
Ending balance (in shares) | 7,891,012 | ||
Performance Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Available for Grant, Number of Shares [Roll Forward] | |||
Shares issuable (in shares) | 225,967 | 0 | |
Vesting percentage | 200% | ||
2018 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Available for Grant, Number of Shares [Roll Forward] | |||
Beginning balance (in shares) | 8,230,500 | 8,230,500 | |
Authorized (in shares) | 2,144,521 | 2,144,521 | |
Granted (in shares) | (2,577,831) | ||
Shares withheld to cover taxes (in shares) | 43,992 | ||
Forfeited (in shares) | 49,830 | ||
Ending balance (in shares) | 7,891,012 | ||
2018 ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Available for Grant, Number of Shares [Roll Forward] | |||
Beginning balance (in shares) | 2,948,715 | 2,948,715 | |
Ending balance (in shares) | 3,484,845 | ||
2018 ESPP | Performance Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Available for Grant, Number of Shares [Roll Forward] | |||
Shares issuable (in shares) | 225,967 | ||
Vesting percentage | 200% |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Fair Value Assumptions (Details) | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 4.30% | 4.10% |
Average expected term (years) | 7 years | 7 years |
Expected volatility | 55% | 55.30% |
Dividend yield | 0% | 0% |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 30, 2024 | Dec. 31, 2023 | |
Number of Stock Options | ||
Outstanding, beginning balance (in shares) | 4,477,120 | |
Granted (in shares) | 859,704 | |
Exercised (in shares) | (1,579) | |
Canceled/Forfeited (in shares) | (23,367) | |
Outstanding, ending balance (in shares) | 5,311,878 | 4,477,120 |
Vested and exercisable (in shares) | 3,337,375 | |
Vested and expected to vest (in shares) | 4,499,903 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 23.04 | |
Granted (in dollars per share) | 9.77 | |
Exercised (in dollars per share) | 3 | |
Canceled/Forfeited (in dollars per share) | 58.79 | |
Outstanding, ending balance (in dollars per share) | 20.74 | $ 23.04 |
Vested and exercisable (in dollars per share) | 23.11 | |
Vested and expected to vest (in dollars per share) | $ 22.42 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding | 6 years | 5 years 4 months 24 days |
Vested and exercisable | 4 years | |
Vested and expected to vest | 5 years 3 months 18 days | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ 12,915 | |
Exercised | 9 | |
Outstanding, ending balance | 11,738 | $ 12,915 |
Vested and exercisable | 11,436 | |
Vested and expected to vest | $ 11,597 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of RSU Activity (Details) | 3 Months Ended |
Mar. 30, 2024 $ / shares shares | |
2018 Plan | |
Weighted Average Grant Date Fair Value Per Unit | |
Shares withheld to cover taxes (in shares) | 43,992 |
RSU | |
Number of Units | |
Outstanding, beginning balance (in shares) | 1,411,310 |
Granted (in shares) | 1,266,193 |
Vested (in shares) | (265,629) |
Canceled/Forfeited (in shares) | (25,511) |
Outstanding, ending balance (in shares) | 2,386,363 |
Weighted Average Grant Date Fair Value Per Unit | |
Beginning balance (in dollars per share) | $ / shares | $ 19.60 |
Granted (in dollars per share) | $ / shares | 9.73 |
Vested (in dollars per share) | $ / shares | 20.05 |
Canceled/Forfeited (in dollars per share) | $ / shares | 18.79 |
Ending balance (in dollars per share) | $ / shares | $ 14.35 |
Share-Based Compensation - Sc_5
Share-Based Compensation - Schedule of Performance Stock Units (Details) - Performance Stock Units | 3 Months Ended |
Mar. 30, 2024 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in dollars per share) | $ 14.38 |
Tranche 1 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 80,307 |
Granted (in dollars per share) | $ 13.49 |
Tranche 2 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 74,714 |
Granted (in dollars per share) | $ 14.50 |
Tranche 3 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 70,946 |
Granted (in dollars per share) | $ 15.27 |
Share-Based Compensation - Sc_6
Share-Based Compensation - Schedule of PSU Activity (Details) - Performance Stock Units | 3 Months Ended |
Mar. 30, 2024 $ / shares shares | |
Number of Units | |
Outstanding, beginning balance (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Canceled/Forfeited (in shares) | shares | 0 |
Outstanding, ending balance (in shares) | shares | 225,967 |
Weighted Average Grant Date Fair Value Per Unit | |
Beginning balance (in dollars per share) | $ 0 |
Granted (in dollars per share) | 14.38 |
Vested (in dollars per share) | 0 |
Canceled/Forfeited (in dollars per share) | 0 |
Ending balance (in dollars per share) | $ 14.38 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) € in Thousands, ft² in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
May 06, 2024 USD ($) | Apr. 15, 2024 | Feb. 02, 2024 EUR (€) renewal_option | Nov. 21, 2023 USD ($) | Oct. 20, 2023 CAD ($) | Jul. 12, 2023 jurisdiction | Apr. 21, 2023 action | Apr. 06, 2022 | Mar. 13, 2022 EUR (€) | Sep. 22, 2020 USD ($) phase | Mar. 31, 2024 EUR (€) | Oct. 31, 2020 co-manufacturer | Mar. 30, 2024 USD ($) | Apr. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2025 USD ($) | Dec. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2021 ft² | Jan. 14, 2021 USD ($) ft² | |
Loss Contingencies [Line Items] | ||||||||||||||||||||
Future minimum lease payments | $ 128,370,000 | |||||||||||||||||||
Restricted cash, non-current | 12,600,000 | $ 12,600,000 | ||||||||||||||||||
Number of phases of development | phase | 2 | |||||||||||||||||||
Investment agreement, expected amount | 22,000,000 | |||||||||||||||||||
Investment agreement, land use right period | 5 years | |||||||||||||||||||
Lease, initial term | 8 years | |||||||||||||||||||
Investment agreement, amount advanced | 20,000,000 | |||||||||||||||||||
Equity in (income) losses of unconsolidated joint venture | (7,000) | $ 3,235,000 | ||||||||||||||||||
Investment in unconsolidated joint venture | 1,680,000 | $ 1,673,000 | ||||||||||||||||||
Purchase commitment term | 5 years | |||||||||||||||||||
Restructuring expenses | $ 4,400,000 | $ 0 | (426,000) | |||||||||||||||||
Number of company contract manufacturer | co-manufacturer | 1 | |||||||||||||||||||
Minimum | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Lease, initial term | 2 years | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Lease, initial term | 12 years | 5 years | ||||||||||||||||||
BVeggie | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Damages sought, value | $ 129,841,920 | |||||||||||||||||||
Consumer Class Actions Regarding Protein Claims | Pending Litigation | Forecast | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Estimate of possible payments to be paid in current year | $ 7,250,000 | |||||||||||||||||||
Consumer Class Actions Regarding Protein Claims | Pending Litigation | Subsequent event | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Litigation settlement, amount | $ 7,500,000 | |||||||||||||||||||
Loss contingency, litigation settlement period | 45 days | |||||||||||||||||||
Estimate of possible payments to be paid in current year | $ 250,000 | |||||||||||||||||||
Interbev | Pending Litigation | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Damages sought, value | € | € 200 | € 73,000 | ||||||||||||||||||
Loss contingency, claims filed, vs number of plantiffs | action | 2 | |||||||||||||||||||
Court of Justice of the European Union | Subsequent event | Minimum | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Litigation expected period | 7 months | |||||||||||||||||||
Court of Justice of the European Union | Subsequent event | Maximum | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Litigation expected period | 12 months | |||||||||||||||||||
Pea Protein | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Remainder of 2024 | $ 8,100,000 | |||||||||||||||||||
2025 | 17,100,000 | |||||||||||||||||||
The Planet Partnership, LLC (“TPP”) | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Equity in (income) losses of unconsolidated joint venture | (7,000) | 3,200,000 | ||||||||||||||||||
Investment in unconsolidated joint venture | 27,600,000 | |||||||||||||||||||
Shanghai, China | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of square feet in lease agreement | ft² | 12 | |||||||||||||||||||
EU and France | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Loss contingency, number of jurisdictions | jurisdiction | 27 | |||||||||||||||||||
NETHERLANDS | Purchase Commitment | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of square foot property | renewal_option | 114,000 | |||||||||||||||||||
Renewal term | 5 years | |||||||||||||||||||
First year annual rent expense | € | € 1,000 | |||||||||||||||||||
Lease, initial term | 5 years | |||||||||||||||||||
Letter of credit | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | 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 | |||||||||||||||||||
JXEDZ | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Gain on investments | $ 500,000 | $ 0 | ||||||||||||||||||
Investment agreement, expected amount | $ 10,000,000 | |||||||||||||||||||
Investment agreement, land use right period | 2 years | |||||||||||||||||||
Investment agreement, additional amount to acquire land | $ 40,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 2,000 | $ 0 |
Accrued interest or penalties related to uncertain tax positions | $ 0 |
Net Loss Per Share Available _3
Net Loss Per Share Available to Common Stockholders - Narrative (Details) - shares | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 7,924,208 | 6,318,545 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 5,311,878 | 4,714,243 |
RSU | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 2,386,363 | 1,604,302 |
Performance Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 225,967 | 0 |
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 | ||
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | |
Numerator: | |||
Net loss available to common stockholders | $ (54,361) | $ (59,037) | |
Net loss available to common stockholders—basic | (54,361) | (59,037) | |
Net loss available to common stockholders—diluted | $ (54,361) | $ (59,037) | |
Denominator: | |||
Weighted average common shares outstanding—basic (in shares) | 64,702,249 | 64,004,894 | |
Dilutive effect of Notes, if converted (in shares) | 0 | 0 | |
Weighted average common shares outstanding—diluted (in shares) | 64,702,249 | 64,004,894 | |
Net loss per share available to common stockholders—basic (in dollars per share) | $ (0.84) | $ (0.92) | |
Net loss per share available to common stockholders—diluted (in dollars per share) | $ (0.84) | $ (0.92) | |
Convertible Notes | |||
Denominator: | |||
Debt, outstanding balance | $ 1,150,000 | $ 1,200,000 | $ 1,150,000 |
Stock Options | |||
Denominator: | |||
Dilutive effect (in shares) | 0 | 0 | |
RSU | |||
Denominator: | |||
Dilutive effect (in shares) | 0 | 0 | |
PSUs | |||
Denominator: | |||
Dilutive effect (in shares) | 0 | 0 |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - Affiliated Entity - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 0 | $ 5.3 |
Non-refundable up-front fee | $ 2 | $ 2 |
Subsequent Event (Details)
Subsequent Event (Details) - Consumer Class Actions Regarding Protein Claims - Pending Litigation - USD ($) $ in Thousands | May 06, 2024 | Dec. 31, 2025 | Dec. 31, 2024 |
Forecast | |||
Subsequent Event [Line Items] | |||
Estimate of possible payments to be paid in current year | $ 7,250 | ||
Subsequent event | |||
Subsequent Event [Line Items] | |||
Litigation settlement, amount | $ 7,500 | ||
Loss contingency, litigation settlement period | 45 days | ||
Estimate of possible payments to be paid in current year | $ 250 |