Cover Page Document
Cover Page Document - shares | 6 Months Ended | |
Jun. 29, 2019 | Jul. 26, 2019 | |
Cover page. | ||
Entity Registrant Name | BEYOND MEAT, INC. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Type | 10-Q | |
Document Period End Date | Jun. 29, 2019 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Incorporation, State or Country Code | DE | |
Entity Central Index Key | 0001655210 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | false | |
Entity File Number | 001-38879 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 60,178,252 | |
Entity Tax Identification Number | 26-4087597 | |
Entity Address, Address Line One | 119 Standard Street | |
Entity Address, City or Town | El Segundo | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90245 | |
City Area Code | 866 | |
Local Phone Number | 756-4112 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BYND | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Jun. 29, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 276,987 | $ 54,271 |
Accounts receivable | 34,388 | 12,626 |
Inventory | 42,695 | 30,257 |
Prepaid expenses and other current assets | 7,726 | 5,672 |
Total current assets | 361,796 | 102,826 |
Property, plant, and equipment, net | 34,473 | 30,527 |
Other non-current assets, net | 792 | 396 |
Total assets | 397,061 | 133,749 |
Current liabilities: | ||
Accounts payable | 27,383 | 17,247 |
Wages payable | 1,208 | 1,255 |
Accrued bonus | 2,157 | 2,312 |
Accrued expenses and other current liabilities | 3,622 | 2,391 |
Short-term borrowings under revolving credit line | 6,000 | 0 |
Short-term capital lease liabilities | 33 | 44 |
Stock warrant liability | 0 | 1,918 |
Total current liabilities | 40,403 | 25,167 |
Long-term liabilities: | ||
Revolving credit line | 0 | 6,000 |
Long-term portion of bank term loan, net | 19,543 | 19,388 |
Equipment loan, net | 4,924 | 5,000 |
Capital lease obligations and other long-term liabilities | 406 | 404 |
Total long-term liabilities | 24,873 | 30,792 |
Commitments and Contingencies (Note 9) | ||
Convertible preferred stock: | ||
Convertible preferred stock | 0 | 199,540 |
Stockholders’ equity (deficit): | ||
Preferred stock, par value $0.0001 per share—500,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, par value $0.0001 per share—500,000,000 shares and 58,669,600 shares authorized at June 29, 2019 and December 31, 2018, respectively; 60,167,521 and 6,951,350 shares issued and outstanding at June 29, 2019 and December 31, 2018, respectively | 6 | 1 |
Additional paid-in capital | 477,541 | 7,921 |
Accumulated deficit | (145,762) | (129,672) |
Total stockholders’ equity (deficit) | 331,785 | (121,750) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | 397,061 | 133,749 |
Series A | ||
Convertible preferred stock: | ||
Convertible preferred stock | 0 | 2,000 |
Series B | ||
Convertible preferred stock: | ||
Convertible preferred stock | 0 | 4,999 |
Series C | ||
Convertible preferred stock: | ||
Convertible preferred stock | 0 | 14,882 |
Series D | ||
Convertible preferred stock: | ||
Convertible preferred stock | 0 | 24,948 |
Series E | ||
Convertible preferred stock: | ||
Convertible preferred stock | 0 | 17,214 |
Series F | ||
Convertible preferred stock: | ||
Convertible preferred stock | 0 | 29,840 |
Series G | ||
Convertible preferred stock: | ||
Convertible preferred stock | 0 | 55,658 |
Series H | ||
Convertible preferred stock: | ||
Convertible preferred stock | $ 0 | $ 49,999 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 29, 2019 | Dec. 31, 2018 |
Convertible preferred stock, par value (in shares) | $ 0.0001 | |
Convertible preferred stock, authorized (in shares) | 43,882,867 | |
Convertible preferred stock, outstanding (in shares) | 0 | 41,562,111 |
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 | 58,669,600 |
Common stock, issued (in shares) | 60,167,521 | 6,951,350 |
Common stock, outstanding (in shares) | 60,167,521 | 6,951,350 |
Series A | ||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized (in shares) | 0 | 3,333,500 |
Convertible preferred stock, issued (in shares) | 0 | 3,333,500 |
Convertible preferred stock, outstanding (in shares) | 0 | 3,333,500 |
Series B | ||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized (in shares) | 0 | 4,802,260 |
Convertible preferred stock, issued (in shares) | 0 | 4,680,565 |
Convertible preferred stock, outstanding (in shares) | 0 | 4,680,565 |
Series C | ||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized (in shares) | 0 | 8,076,643 |
Convertible preferred stock, issued (in shares) | 0 | 8,076,636 |
Convertible preferred stock, outstanding (in shares) | 0 | 8,076,636 |
Series D | ||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized (in shares) | 0 | 8,713,207 |
Convertible preferred stock, issued (in shares) | 0 | 8,713,201 |
Convertible preferred stock, outstanding (in shares) | 0 | 8,713,201 |
Series E | ||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized (in shares) | 0 | 4,740,531 |
Convertible preferred stock, issued (in shares) | 0 | 4,701,449 |
Convertible preferred stock, outstanding (in shares) | 0 | 4,701,449 |
Series F | ||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized (in shares) | 0 | 4,866,776 |
Convertible preferred stock, issued (in shares) | 0 | 4,866,758 |
Convertible preferred stock, outstanding (in shares) | 0 | 4,866,758 |
Series G | ||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized (in shares) | 0 | 5,140,257 |
Convertible preferred stock, issued (in shares) | 0 | 5,114,786 |
Convertible preferred stock, outstanding (in shares) | 0 | 5,114,786 |
Series H | ||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized (in shares) | 0 | 4,209,693 |
Convertible preferred stock, issued (in shares) | 0 | 2,075,216 |
Convertible preferred stock, outstanding (in shares) | 0 | 2,075,216 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Net revenues | $ 67,251,000 | $ 17,367,000 | $ 107,457,000 | $ 30,143,000 |
Cost of goods sold | 44,510,000 | 14,755,000 | 73,945,000 | 25,474,000 |
Gross profit | 22,741,000 | 2,612,000 | 33,512,000 | 4,669,000 |
Research and development expenses | 4,212,000 | 2,497,000 | 8,710,000 | 4,102,000 |
Selling, general and administrative expenses | 15,515,000 | 7,043,000 | 26,692,000 | 12,780,000 |
Restructuring expenses | 847,000 | 348,000 | 1,241,000 | 642,000 |
Total operating expenses | 20,574,000 | 9,888,000 | 36,643,000 | 17,524,000 |
Income (loss) from operations | 2,167,000 | (7,276,000) | (3,131,000) | (12,855,000) |
Other expense, net: | ||||
Interest expense | (741,000) | (28,000) | (1,474,000) | (75,000) |
Remeasurement of warrant liability | (11,744,000) | (130,000) | (12,503,000) | (259,000) |
Other income, net | 898,000 | 38,000 | 1,039,000 | 97,000 |
Total other expense, net | (11,587,000) | (120,000) | (12,938,000) | (237,000) |
Loss before taxes | (9,420,000) | (7,396,000) | (16,069,000) | (13,092,000) |
Income tax expense | 21,000 | 0 | 21,000 | 0 |
Net loss | $ (9,441,000) | $ (7,396,000) | $ (16,090,000) | $ (13,092,000) |
Net loss per common share—basic and diluted (in dollars per share) | $ (0.24) | $ (1.22) | $ (0.69) | $ (2.21) |
Weighted average common shares outstanding—basic and diluted (in shares) | 39,081,359 | 6,072,319 | 23,206,203 | 5,933,806 |
Condensed Statements of Convert
Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Loans to Related Parties | Accumulated Deficit | IPO | IPOCommon Stock | IPOAdditional Paid-in Capital |
Beginning balance (in shares) at Dec. 31, 2017 | 39,361,211 | |||||||
Beginning balance at Dec. 31, 2017 | $ 148,194 | |||||||
Preferred Stock | ||||||||
Issuance of Series G preferred stock, net of issuance costs | 112,945 | |||||||
Issuance of Series G preferred stock, net of issuance costs | $ 1,228 | |||||||
Ending balance (in shares) at Mar. 31, 2018 | 39,474,156 | |||||||
Ending balance at Mar. 31, 2018 | $ 149,422 | |||||||
Beginning balance (in shares) at Dec. 31, 2017 | 5,724,506 | |||||||
Beginning balance at Dec. 31, 2017 | (95,913) | $ 1 | $ 4,823 | $ (951) | $ (99,786) | |||
Common Stock | ||||||||
Net loss | (5,696) | (5,696) | ||||||
Issuance of common stock through equity incentive plans (in shares) | 92,310 | |||||||
Issuance of common stock through equity incentive plans | 88 | 88 | ||||||
Share-based compensation | 260 | 260 | ||||||
Ending balance (in shares) at Mar. 31, 2018 | 5,816,816 | |||||||
Ending balance at Mar. 31, 2018 | $ (101,261) | $ 1 | 5,171 | (951) | (105,482) | |||
Beginning balance (in shares) at Dec. 31, 2017 | 39,361,211 | |||||||
Beginning balance at Dec. 31, 2017 | $ 148,194 | |||||||
Ending balance (in shares) at Jun. 30, 2018 | 39,486,895 | |||||||
Ending balance at Jun. 30, 2018 | $ 149,543 | |||||||
Beginning balance (in shares) at Dec. 31, 2017 | 5,724,506 | |||||||
Beginning balance at Dec. 31, 2017 | (95,913) | $ 1 | 4,823 | (951) | (99,786) | |||
Common Stock | ||||||||
Net loss | (13,092) | |||||||
Issuance of common stock upon conversion of convertible preferred stock | 0 | |||||||
Reclassification of warrant liability to additional paid-in capital in connection with the initial public offering | 0 | |||||||
Ending balance (in shares) at Jun. 30, 2018 | 6,441,227 | |||||||
Ending balance at Jun. 30, 2018 | $ (107,424) | $ 1 | 6,404 | (951) | (112,878) | |||
Beginning balance (in shares) at Mar. 31, 2018 | 39,474,156 | |||||||
Beginning balance at Mar. 31, 2018 | $ 149,422 | |||||||
Preferred Stock | ||||||||
Issuance of Series G preferred stock, net of issuance costs | 12,739 | |||||||
Issuance of Series G preferred stock, net of issuance costs | $ 121 | |||||||
Ending balance (in shares) at Jun. 30, 2018 | 39,486,895 | |||||||
Ending balance at Jun. 30, 2018 | $ 149,543 | |||||||
Beginning balance (in shares) at Mar. 31, 2018 | 5,816,816 | |||||||
Beginning balance at Mar. 31, 2018 | (101,261) | $ 1 | 5,171 | (951) | (105,482) | |||
Common Stock | ||||||||
Net loss | (7,396) | (7,396) | ||||||
Issuance of common stock through equity incentive plans (in shares) | 624,411 | |||||||
Issuance of common stock through equity incentive plans | 783 | 783 | ||||||
Share-based compensation | 450 | 450 | ||||||
Ending balance (in shares) at Jun. 30, 2018 | 6,441,227 | |||||||
Ending balance at Jun. 30, 2018 | $ (107,424) | $ 1 | 6,404 | $ (951) | (112,878) | |||
Beginning balance (in shares) at Dec. 31, 2018 | 41,562,111 | |||||||
Beginning balance at Dec. 31, 2018 | $ 199,540 | |||||||
Ending balance (in shares) at Mar. 30, 2019 | 41,562,111 | |||||||
Ending balance at Mar. 30, 2019 | $ 199,540 | |||||||
Beginning balance (in shares) at Dec. 31, 2018 | 6,951,350 | |||||||
Beginning balance at Dec. 31, 2018 | (121,750) | $ 1 | 7,921 | (129,672) | ||||
Common Stock | ||||||||
Net loss | (6,649) | (6,649) | ||||||
Issuance of common stock through equity incentive plans (in shares) | 169,583 | |||||||
Issuance of common stock through equity incentive plans | 366 | 366 | ||||||
Share-based compensation | 855 | 855 | ||||||
Ending balance (in shares) at Mar. 30, 2019 | 7,120,933 | |||||||
Ending balance at Mar. 30, 2019 | $ (127,178) | $ 1 | 9,142 | (136,321) | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 41,562,111 | |||||||
Beginning balance at Dec. 31, 2018 | $ 199,540 | |||||||
Ending balance (in shares) at Jun. 29, 2019 | 0 | |||||||
Ending balance at Jun. 29, 2019 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2018 | 6,951,350 | |||||||
Beginning balance at Dec. 31, 2018 | (121,750) | $ 1 | 7,921 | (129,672) | ||||
Common Stock | ||||||||
Net loss | (16,090) | |||||||
Issuance of common stock upon conversion of convertible preferred stock | 199,540 | |||||||
Reclassification of warrant liability to additional paid-in capital in connection with the initial public offering | 14,421 | |||||||
Ending balance (in shares) at Jun. 29, 2019 | 60,167,521 | |||||||
Ending balance at Jun. 29, 2019 | $ 331,785 | $ 6 | 477,541 | (145,762) | ||||
Beginning balance (in shares) at Mar. 30, 2019 | 41,562,111 | |||||||
Beginning balance at Mar. 30, 2019 | $ 199,540 | |||||||
Preferred Stock | ||||||||
Issuance of common stock upon conversion of convertible preferred stock (in shares) | 41,562,111 | |||||||
Issuance of common stock upon conversion of convertible preferred stock | $ 199,540 | |||||||
Ending balance (in shares) at Jun. 29, 2019 | 0 | |||||||
Ending balance at Jun. 29, 2019 | $ 0 | |||||||
Beginning balance (in shares) at Mar. 30, 2019 | 7,120,933 | |||||||
Beginning balance at Mar. 30, 2019 | (127,178) | $ 1 | 9,142 | (136,321) | ||||
Common Stock | ||||||||
Net loss | (9,441) | (9,441) | ||||||
Issuance of common stock through equity incentive plans (in shares) | 200,852 | |||||||
Issuance of common stock through equity incentive plans | 167 | 167 | ||||||
Share-based compensation | 1,823 | 1,823 | ||||||
Issuance of common stock upon conversion of convertible preferred stock (in shares) | 41,562,111 | 11,068,750 | ||||||
Issuance of common stock upon conversion of convertible preferred stock | 199,540 | $ 4 | 199,536 | $ 252,453 | $ 1 | $ 252,452 | ||
Issuance of common stock upon exercise of common stock warrants (in shares) | 214,875 | |||||||
Issuance of common stock upon exercise of common stock warrants | 0 | |||||||
Reclassification of warrant liability to additional paid-in capital in connection with the initial public offering | 14,421 | 14,421 | ||||||
Ending balance (in shares) at Jun. 29, 2019 | 60,167,521 | |||||||
Ending balance at Jun. 29, 2019 | $ 331,785 | $ 6 | $ 477,541 | $ (145,762) |
Condensed Statements of Conve_2
Condensed Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance costs, preferred stock | $ 19 | $ 7 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 29, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (16,090,000) | $ (13,092,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,957,000 | 1,620,000 |
Share-based compensation expense | 2,678,000 | 710,000 |
Amortization of debt issuance costs | 78,000 | 35,000 |
Change in preferred and common stock warrant liabilities | 12,503,000 | 259,000 |
Net change in operating assets and liabilities: | ||
Accounts receivables | (21,762,000) | (2,788,000) |
Inventories | (12,438,000) | (6,178,000) |
Prepaid expenses and other assets | (2,131,000) | (154,000) |
Accounts payable | 9,799,000 | 6,623,000 |
Accrued expenses and other current liabilities | 1,028,000 | 259,000 |
Long-term liabilities | 12,000 | 39,000 |
Net cash used in operating activities | (22,366,000) | (12,667,000) |
Cash flows used in investing activities: | ||
Purchases of property, plant and equipment | (7,502,000) | (9,973,000) |
Proceeds from sale of fixed assets | 232,000 | 0 |
Purchases of property, plant and equipment held for sale | (3,121,000) | 0 |
Payment of security deposits | (487,000) | (60,000) |
Net cash used in investing activities | (10,878,000) | (10,033,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock pursuant to the initial public offering, net of issuance costs | 255,448,000 | 0 |
Proceeds from Series G preferred stock offering, net of offering costs | 0 | 1,350,000 |
Proceeds from bank term loan borrowing | 0 | 10,000,000 |
Repayments on revolving credit line | 0 | (2,500,000) |
Repayment on term loan | 0 | (1,000,000) |
Repayment of Missouri Note | 0 | (1,450,000) |
Payments of capital lease obligations | (21,000) | (117,000) |
Proceeds from exercise of stock options | 533,000 | 871,000 |
Net cash provided by financing activities | 255,960,000 | 7,154,000 |
Net increase (decrease) in cash and cash equivalents | 222,716,000 | (15,546,000) |
Cash and cash equivalents at the beginning of the period | 54,271,000 | 39,035,000 |
Cash and cash equivalents at the end of the period | 276,987,000 | 23,489,000 |
Cash paid during the period for: | ||
Interest | 1,445,000 | 63,000 |
Taxes | 21,000 | 3,000 |
Non-cash investing and financing activities: | ||
Capital lease obligations for the purchase of property, plant and equipment | 0 | 85,000 |
Issuance of convertible preferred stock warrants in connection with debt | 0 | 248,000 |
Non-cash additions to property, plant and equipment | 1,003,000 | 1,656,000 |
Deferred offering costs, accrued not yet paid | 578,000 | 64,000 |
Non-cash additions to property, plant and equipment held for sale | 646,000 | 0 |
Reclassification of warrant liability to additional paid-in capital in connection with the initial public offering | 14,421,000 | 0 |
Issuance of common stock upon conversion of convertible preferred stock | $ 199,540,000 | $ 0 |
Introduction
Introduction | 6 Months Ended |
Jun. 29, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Introduction | Introduction The Company Beyond Meat, Inc., a Delaware corporation (the “Company”), is one of the fastest growing food companies in the United States, offering a portfolio of revolutionary plant-based meats. The Company builds meat directly from plants, an innovation that enables consumers to experience the taste, texture and other sensory attributes of popular animal-based meat products while enjoying the nutritional and environmental benefits of eating the Company’s plant-based meat products. The Company’s brand commitment, “Eat What You Love,” represents a strong belief that by eating the Company’s plant-based meats, consumers can enjoy more, not less, of their favorite meals, and by doing so, help address concerns related to human health, climate change, resource conservation and animal welfare. The Company’s primary production facilities are located in Columbia, Missouri, and research and development and administrative offices are located in El Segundo, California. In addition to its own production facilities, the Company uses co-manufacturers in various locations in the United States to manufacture its products. In May 2019, the Company partnered with one of its distributors to co-manufacture the Company’s products at a new manufacturing facility being constructed by this distributor in the Netherlands for estimated completion in 2020. The Company sells to a variety of customers in the retail and foodservice channels throughout the United States and internationally through brokers and distributors. All of the Company’s long-lived assets are located in the United States. Initial Public Offering On May 6, 2019, the Company completed its initial public offering (“IPO”) of common stock, in which it sold 11,068,750 shares, including 1,443,750 shares pursuant to the underwriters’ over-allotment option. The shares began trading on the Nasdaq Global Select Market on May 2, 2019. The shares were sold at an IPO price of $25.00 per share for net proceeds of approximately $252.4 million , after deducting underwriting discounts and commissions of $19.4 million and offering expenses of approximately $4.9 million payable by the Company. Upon the closing of the IPO, all outstanding shares of the Company’s convertible preferred stock automatically converted into 41,562,111 shares of common stock on a one -for-one basis, and warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for a total of 160,767 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 29, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed 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 the 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 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, 2019 or for any other interim period or for any other future fiscal year. These condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the prospectus dated May 1, 2019 filed with the SEC on May 3, 2019 (the “Prospectus”) . The condensed balance sheet as of December 31, 2018 has been derived from the audited financial statements at that date. There have been no material changes in the Company’s significant accounting policies from those that were disclosed in the Prospectus, except as noted below. Fiscal Year The Company operates on a fiscal calendar year, and each interim quarter is comprised of one 5-week period and two 4-week periods, with each week ending on a Saturday. The Company’s fiscal year always begins on January 1 and ends on December 31. As a result, the Company’s first and fourth fiscal quarters may have more or fewer days included than a traditional 91 -day fiscal quarter. Management’s Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates made by the Company include trade promotion accruals; useful lives of property, plant and equipment; valuation of deferred tax assets; valuation of inventory; and the valuation of the fair value of common stock and preferred stock used to determine stock compensation expense and in the remeasurement of warrants and liabilities. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates and such differences may be material to the condensed financial statements. Reverse Stock Split On January 2, 2019, the Company effected a 3 -to- 2 reverse stock split of its outstanding common stock and convertible preferred stock, including outstanding stock options and common and convertible preferred stock warrants. The reverse stock split did not result in an adjustment to par value. All references in the accompanying condensed financial statements and related notes to the number of shares of common stock, convertible preferred stock, warrants and options to purchase common stock and per share data reflect the effect of the reverse stock split. Cash and Cash Equivalents The Company maintains cash balances at one financial institution in the United States. The cash balances may, at times, exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation or FDIC up to $250,000 . The Company considers all highly liquid investments with original maturity dates of 90 days or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts . Deferred Offering Costs Offering costs, consisting primarily of legal, accounting, printing and filing services, and other direct fees and costs related to the IPO, were capitalized and offset against proceeds upon the consummation of the IPO. Total IPO issuance costs were $4.9 million , of which $2.4 million was incurred and paid as of December 31, 2018 and an additional $1.9 million was incurred and paid as of June 29, 2019 . Approximately $0.6 million of IPO issuance costs incurred in the six months ended June 29, 2019 remained unpaid in accounts payable as of June 29, 2019 . Stock Warrant Liability The Company accounts for freestanding warrants to purchase shares of its convertible preferred stock or common stock as a liability, as the underlying shares of convertible preferred stock and common stock are contingently redeemable and, therefore, may obligate the Company to transfer assets at some point in the future. The warrants were recorded at fair value upon issuance and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized in the condensed statements of operations in Total other expense, net. Prior to the IPO, the Company had outstanding warrants to purchase an aggregate of 60,002 shares of its common stock at an exercise price of $3.00 per share, 121,694 shares of its Series B convertible preferred stock at an exercise price of $1.07 per share and 39,073 shares of its Series E convertible preferred stock at an exercise price of $3.68 per share. On May 6, 2019, in connection with the IPO, the warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for a total of 160,767 shares of common stock at the same respective exercise price per share. Subsequent to the closing of the IPO, all outstanding warrants to purchase shares of common stock were cashless exercised. Fair Value of Financial Instruments The fair value measurement accounting guidance creates a fair value hierarchy to prioritize the inputs used to measure fair value into three categories. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement, where Level 1 is the highest and Level 3 is the lowest. The three levels are defined as follows: • Level 1 —Unadjusted quoted prices in active markets accessible by the reporting entity for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2 —Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant value drivers are observable. • Level 3 —Valuations derived from valuation techniques in which significant value drivers are unobservable. The Company’s financial instruments include cash equivalents, accounts receivable, accounts payable, and accrued expenses, for which the carrying amounts approximate fair value due to the short-term maturity of these financial instruments. Based on the borrowing rates currently available to the Company for debt with similar terms, the carrying value of the line of credit, term debt with its bank, and equipment loan approximate fair value as well. The Company had no financial instruments measured at fair value on a recurring basis as of June 29, 2019 . Prior to the IPO, the stock warrant liability was measured at fair value using Level 3 inputs upon issuance and at each reporting date. Inputs used to determine the estimated fair value of the warrant liability as of the valuation date included expected term of the warrants, the risk-free interest rate, volatility, and the fair value of underlying shares. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis based on the fair value hierarchy as of December 31, 2018 (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Financial Liabilities: Preferred stock warrant liability $ — $ — $ 1,441 $ 1,441 Common stock warrant liability — — 477 477 Total $ — $ — $ 1,918 $ 1,918 The following table sets forth a summary of the changes in the fair value of the preferred and common stock warrant liabilities: For the Six Months Ended (in thousands) June 29, 2019 June 30, 2018 Beginning balance $ 1,918 $ 550 Fair value of warrants issued during the period — 248 Change in fair value of warrant liability 12,503 259 Reclassification of warrant liability to additional paid-in capital in connection with the IPO (14,421 ) — Ending balance $ — $ 1,057 The Company remeasured and reclassified the common stock warrant liability to additional paid-in-capital in connection with the IPO. Subsequent to the closing of the IPO, all outstanding warrants to purchase shares of common stock were cashless exercised and no warrants were outstanding as of June 29, 2019 . Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which, along with subsequent ASUs, amends the existing accounting standards for revenue recognition (“Topic 606”). This guidance is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to receive when products are transferred to customers. ASU 2014-09 was effective for the Company beginning January 1, 2019. The majority of the Company’s contracts with customers generally consist of a single performance obligation to transfer promised goods. Based on the Company’s evaluation process and review of its contracts with customers, the timing and amount of revenue recognized based on ASU 2014-09 is consistent with the Company’s revenue recognition policy under previous guidance. The Company has therefore concluded that the adoption of ASU 2014-09 did not have a material impact on its financial position, results of operations, or cash flows. Revenue is recognized at the point in which the performance obligation under the terms of a contract with the customer have been satisfied and control has transferred. The Company’s performance obligation is typically defined as the accepted purchase order, or the contract, with the customer which requires the Company to deliver the requested products at agreed upon prices at the time and location of the customer’s choice. The Company does not offer warranties or a right to return on the products it sells except in the instance of a product recall. Revenue is measured as the amount of consideration the Company expects to receive in exchange for fulfilling the performance obligation. Sales and other taxes the Company collects concurrent with the sale of products are excluded from revenue. The Company's normal payment terms vary by the type and location of its customers and the products offered. The time between invoicing and when payment is due is not significant. None of the Company's contracts as of June 29, 2019 contain a significant financing component. The Company routinely offers sales discounts and promotions through various programs to its customers and consumers. These programs include rebates, temporary on shelf price reductions, off invoice discounts, retailer advertisements, and other trade activities. Provision for discounts and incentives are recorded in the same period in which the related revenues are recognized. At the end of each accounting period, the Company recognizes a liability for estimated sales discounts that have been incurred but not paid which totaled $1.1 million and $0.8 million as of June 29, 2019 and December 31, 2018 , respectively. The offsetting charge is recorded as a reduction of revenues in the same period when the expense is incurred. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. The incremental cost to obtain contracts was not material . The Company’s net revenues by platform and channel are included in the tables below: For the Three Months Ended For the Six Months Ended (in thousands) June 29, June 30, June 29, June 30, Net revenues: Gross Fresh Platform $ 67,722 $ 15,119 $ 106,528 $ 24,715 Gross Frozen Platform 5,639 4,506 10,151 9,254 Less: Discounts (6,110 ) (2,258 ) (9,222 ) (3,826 ) Net revenues $ 67,251 $ 17,367 $ 107,457 $ 30,143 For the Three Months Ended For the Six Months Ended (in thousands) June 29, June 30, June 29, June 30, Net revenues: Retail $ 34,120 $ 11,684 $ 53,699 $ 20,972 Restaurant and Foodservice 33,131 5,683 53,758 9,171 Net revenues $ 67,251 $ 17,367 $ 107,457 $ 30,143 Two distributors accounted for approximately 22% and 20% , respectively, of the Company’s gross revenues in the three months ended June 29, 2019 ; and three distributors accounted for approximately 39% , 15% and 15% , respectively, of the Company’s gross revenues in the three months ended June 30, 2018 . Two distributors accounted for approximately 22% and 21% , respectively, of the Company’s gross revenues in the six months ended June 29, 2019 ; and three distributors accounted for approximately 37% , 15% and 13% , respectively, of the Company’s gross revenues in the six months ended June 30, 2018 . Approximately 12% of the Company’s net revenues in the three months ended June 29, 2019 was from international sales excluding sales in Canada as compared to approximately 3% in the three months ended June 30, 2018 . Approximately 13% of the Company’s net revenues in the six months ended June 29, 2019 was from international sales excluding sales in Canada as compared to approximately 2% in the six months ended June 30, 2018 . Net revenues from sales to the Canadian market are included with net revenues from sales to the United States market. Shipping and Handling Costs Outbound shipping and handling costs included in selling, general and administrative (“SG&A”) expenses in the three months ended June 29, 2019 and June 30, 2018 were $2.6 million and $1.8 million , respectively, and in the six months ended June 29, 2019 and June 30, 2018 were $3.9 million and $2.8 million , respectively. Earnings (Loss) Per Share Earnings (loss) per share (“EPS”) represents net income attributable to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS represents net income attributable 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”), warrants and convertible preferred stock. In periods when the Company records net loss, potential common shares are excluded in the computation of EPS because their inclusion would be anti-dilutive. See Note 11 . Related-Party Transactions Seth Goldman The Company entered into a consulting agreement with Seth Goldman, the Company’s Executive Chair, on March 2, 2016, which was amended and restated on November 15, 2018 and further amended on April 8, 2019. Pursuant to the consulting agreement, the Company will pay Mr. Goldman $20,210.33 per month for services rendered under the consulting agreement and, on the date of each annual meeting of the Company’s stockholders after which Mr. Goldman’s non-employee service on the board of directors will continue, the Company has agreed to grant Mr. Goldman a restricted stock unit award under the 2018 Equity Incentive Plan (the “Plan”), having a grant date fair value of $105,000 . Each restricted stock unit grant will vest based on continued service in equal monthly installments over the 12 -month period following the grant date, provided it will vest in full immediately prior to, and contingent upon, a change in control of the company. The consulting agreement may be terminated by either party at any time upon 120 business days’ written notice. In the event of a default in the performance of the consulting agreement or material breach of any obligations under the consulting agreement, the non-breaching party may terminate the consulting agreement immediately if the breaching party fails to cure the breach within 30 business days after having received written notice by the non-breaching party of the default or breach. Bernhard van Lengerich The Company first entered into an advisor agreement with Food System Strategies, LLC in October 2015. Bernhard van Lengerich. Ph.D., a member of the Company’s Board of Directors, is the Chief Executive Officer of Food System Strategies, LLC. Pursuant to this advisor agreement, the Company paid Food System Strategies, LLC $4,000 for each day Dr. van Lengerich provided services, provided the Company paid Food System Strategies, LLC for at least two days of services per month. In February 2016, the Company entered into a new advisor agreement with Food System Strategies, LLC, which superseded the original agreement and provided for a $25,000 monthly retainer and a non-qualified stock option covering 798,848 shares, which vested in equal monthly installments over three years in consideration of Dr. van Lengerich providing services as the Company’s interim Chief Technical Officer and head of research and development, and the increased time commitment associated with these roles. In December 2016, the advisor agreement was amended to provide for a $10,000 monthly retainer to reflect the fact that Dr. van Lengerich would only be providing advisory services five to six days a month going forward. The advisor agreement may be terminated at any time upon written notice to the other party. Donald Thompson In the six months ended June 30, 2018 , the Company incurred consulting costs payable to a company associated with Donald Thompson, a member of the Company’s Board of Directors, in the amount of $47,162 . The Company did not incur any such consulting costs in the six months ended June 29, 2019 . Recently Adopted Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). Under ASU 2018-07, the measurement of equity-classified nonemployee awards will be fixed at the grant date, and nonpublic entities are allowed to account for nonemployee awards using certain practical expedients that are already available for employee awards. The amendments in ASU 2018-07 are effective for nonpublic business entities for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than the Company’s adoption date of Topic 606. The Company early adopted ASU 2018-07 beginning January 1, 2019 along with its adoption of ASU 2014-09. Pursuant to ASU 2018-07, the measurement of equity classified nonemployee awards will be fixed at the grant date, as compared to the previous requirement to remeasure the awards through the performance completion date. New Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”), which makes amendments to the guidance in GAAP on the classification and measurement of financial instruments. ASU 2016-01 significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. For all entities other than public entities, ASU 2016-01 is effective for fiscal years beginning after December 15, 2018, including interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company expects to adopt and implement ASU 2016-01 for the year ending December 31, 2019 and for interim periods beginning January 1, 2020. The Company does not expect that adoption of ASU 2016-01 will have a material impact on the Company’s financial position, results of operations, or cash flows. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 29, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In May 2017, management approved a plan to terminate the Company’s exclusive supply agreement (the “Agreement”) with one of its co-manufacturers, due to non-performance under the Agreement and on May 23, 2017, the Company notified the co-manufacturer of its decision to terminate the Agreement. In the three months ended June 29, 2019 and June 30, 2018 , the Company recorded $0.8 million and $0.3 million , respectively, in restructuring expenses related to this dispute, which consisted primarily of legal and other expenses. In the six months ended June 29, 2019 and June 30, 2018 , the Company recorded $1.2 million and $0.6 million , respectively, in restructuring expenses related to this dispute, which consisted primarily of legal and other expenses. See Note 9 for further information. As of June 29, 2019 and December 31, 2018 , there were no |
Inventories
Inventories | 6 Months Ended |
Jun. 29, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Major classes of inventory were as follows: (in thousands) June 29, December 31, Raw materials and packaging $ 25,047 $ 13,756 Work in process 5,635 2,517 Finished goods 12,013 13,984 Total $ 42,695 $ 30,257 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 29, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant, and equipment are stated at cost and capital lease assets are included. A summary of property, plant, and equipment as of June 29, 2019 and December 31, 2018 , is as follows: (in thousands) June 29, 2019 December 31, 2018 Manufacturing equipment $ 29,783 $ 25,314 Research and development equipment 7,373 6,088 Leasehold improvements 7,337 7,080 Capital leases 883 882 Software 183 60 Furniture and fixtures 364 195 Vehicles 210 210 Assets not yet placed in service 4,970 3,374 Total property, plant and equipment $ 51,103 $ 43,203 Less: accumulated depreciation and amortization 16,630 12,676 Property, plant and equipment, net $ 34,473 $ 30,527 Depreciation and amortization expense for the three months ended June 29, 2019 and June 30, 2018 , was $2.1 million and $0.9 million , respectively. Of the total depreciation and amortization expense in the three months ended June 29, 2019 and June 30, 2018 , $1.4 million and $0.7 million , respectively, were recorded in cost of goods sold and $0.6 million and $0.2 million , respectively, were recorded in research and development expenses, and $12,000 and $0 , respectively, were recorded in SG&A expenses, in the Company’s condensed statements of operations. Depreciation and amortization expense for the six months ended June 29, 2019 and June 30, 2018 , was $4.0 million and $1.6 million , respectively. Of the total depreciation and amortization expense in the six months ended June 29, 2019 and June 30, 2018 , $2.8 million and $1.3 million , respectively, were recorded in cost of goods sold and $1.1 million and $0.3 million , respectively, were recorded in research and development expenses, and $22,000 and $0 , respectively, were recorded in SG&A expenses, in the Company’s condensed statements of operations. The Company has $4.2 million and $1.0 million in property, plant and equipment concluded to meet the criteria for assets held for sale on the condensed balance sheets as of June 29, 2019 and December 31, 2018 , respectively. The Company expects to sell such assets in 2019 for amounts that approximate book value. |
Debt
Debt | 6 Months Ended |
Jun. 29, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt balances are detailed below: (in thousands) June 29, 2019 December 31, 2018 2018 Revolving Credit Facility (defined below) $ 6,000 $ 6,000 2018 Term Loan Facility (defined below) 20,000 20,000 Equipment financing loan 5,000 5,000 Debt issuance costs (533 ) (612 ) Total debt outstanding $ 30,467 $ 30,388 Less: current portion of long-term debt 6,000 — Long-term debt $ 24,467 $ 30,388 The Company records debt issuance costs as a reduction of carrying value of the debt in the accompanying condensed balance sheets. Debt issuance costs, net of amortization, totaled $0.5 million and $0.6 million as of June 29, 2019 and December 31, 2018 , respectively. Debt issuance costs are amortized as interest expense over the term of the loan for which amortization of $20,000 and $26,000 was recorded during the three months ended June 29, 2019 and June 30, 2018 , respectively, and $78,000 and $35,000 was recorded during the six months ended June 29, 2019 and June 30, 2018 , respectively. Amended and Restated Loan and Security Agreement In June 2018, the Company refinanced its then existing revolving credit facility and term loan facility under a loan and security agreement with Silicon Valley Bank (“SVB”) (the “Amended LSA”). The Amended LSA includes a $6.0 million revolving credit facility (the “2018 Revolving Credit Facility”) and a term loan facility (the “2018 Term Loan Facility”) comprised of (i) a $10.0 million term loan advance at closing, (ii) a conditional $5.0 million term loan advance, if no event of default has occurred and is continuing through the borrowing date, and (iii) an additional conditional term loan advance of $5.0 million if no event of default has occurred and is continuing based upon a minimum level of gross profit for the trailing 12 -month period. The 2018 Term Loan Facility has a floating interest rate that is equal to 4.0% above the prime rate, with interest payable monthly and principal amortizing commencing on January 1, 2020, and will mature in June 2022. Borrowings under the 2018 Revolving Credit Facility carry a variable annual interest rate of prime rate plus 0.75% to 1.25% with an additional 5% on the outstanding balances in the event of a default. The 2018 Revolving Credit Facility matures in June 2020. The 2018 Term Loan Facility and the 2018 Revolving Credit Facility (the “SVB Credit Facilities,”) contain customary negative covenants that limit the Company’s ability to, among other things, incur additional indebtedness, grant liens, make investments, repurchase stock, pay dividends, transfer assets and merge or consolidate. The SVB Credit Facilities are secured by a blanket lien on all of the Company’s personal property assets. The SVB Credit Facilities also contain customary affirmative covenants, including delivery of audited financial statements. The Company was in compliance with the covenants in the SVB Credit Facilities as of June 29, 2019 . As of June 29, 2019 and December 31, 2018 , the Company had $6.0 million and $20.0 million in borrowings on the 2018 Revolving Credit Facility and 2018 Term Loan Facility, respectively, and had no availability to borrow under either of these loan facilities. In the three months ended June 29, 2019 and June 30, 2018 , the Company incurred $0.5 million and $22,000 , respectively, in interest expense related to the SVB credit facilities. In the six months ended June 29, 2019 and June 30, 2018 , the Company incurred $1.1 million and $40,000 , respectively, in interest expense related to the SVB credit facilities. The interest rates on the 2018 Revolving Credit Facility and the 2018 Term Loan Facility at June 29, 2019 were 6.25% and 9.50% , respectively. Equipment Loan Facility The Company had $5.0 million in borrowings outstanding as of June 29, 2019 and December 31, 2018 under the equipment loan facility. The interest rate on the equipment loan facility at June 29, 2019 and December 31, 2018 was 11.75% and 11.5% , respectively. For the three months ended June 29, 2019 and June 30, 2018 , the Company recorded $0.2 million and $0 , respectively, in interest expense related to the equipment loan facility. For the six months ended June 29, 2019 and June 30, 2018 , the Company recorded $0.3 million and $0 , respectively, in interest expense related to the equipment loan facility. The Company was in compliance with the covenants contained in the equipment loan facility as of June 29, 2019. Warrant Liabilities In connection with its financing arrangements, the Company issued warrants to purchase shares of its convertible preferred stock. For one of the financing arrangements, the Company issued warrants to purchase 121,694 shares of Series B convertible preferred stock at an exercise price of $1.07 per share. For a separate financing arrangement, the Company issued warrants to purchase 39,073 shares of Series E convertible preferred stock at an exercise price of $3.68 per share. In connection with the Company’s refinancing of its credit facilities with SVB, the Company issued to SVB and its affiliates warrants to purchase an aggregate of 60,002 shares of its common stock at an exercise price of $3.00 per share. Upon the closing of the IPO, the warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for a total of 160,767 shares of common stock at the same respective exercise price per share. Subsequent to the closing of the IPO, all outstanding warrants to purchase shares of common stock were cashless exercised and no warrants were outstanding as of June 29, 2019. See Note 2 for further information on the warrant liabilities. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) and Convertible Preferred Stock | 6 Months Ended |
Jun. 29, 2019 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) and Convertible Preferred Stock | Stockholders’ Equity (Deficit) and Convertible Preferred Stock Upon the closing of the IPO, all outstanding shares of the Company’s convertible preferred stock automatically converted into 41,562,111 shares of common stock on a one -for-one basis. On May 6, 2019, the Company filed an Amended and Restated Certificate of Incorporation authorizing the Company to issue 500,000,000 shares of common stock, $0.0001 par value per share, and 500,000 shares of undesignated preferred stock, $0.0001 par value per share, with rights and preferences determined by the Company’s Board of Directors at the time of issuance of such shares. As of June 29, 2019 , the Company had 60,167,521 shares of common stock issued and outstanding. As of December 31, 2018 , the Company’s shares consisted of 58,669,600 authorized shares of common stock, par value $0.0001 per share, of which 6,951,350 shares were issued and outstanding, and 43,882,867 authorized shares of preferred stock, par value $0.0001 per share, of which 3,333,500 shares of Series A Preferred Stock, 4,680,565 shares of Series B Preferred Stock, 8,076,636 shares of Series C Preferred Stock, 8,713,201 shares of Series D Preferred Stock, 4,701,449 shares of Series E Preferred Stock, 4,866,758 shares of Series F Preferred Stock, 5,114,786 shares of Series G Preferred Stock and 2,075,216 shares of Series H Preferred Stock were issued and outstanding. The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 29, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation On April 11, 2011, the Company’s stockholders approved the 2011 Equity Incentive Plan (“2011 Plan”), and most recently amended the 2011 Plan on April 10, 2019. The 2011 Plan was amended, restated and re-named the 2018 Equity Incentive Plan (“2018 Plan”), which became effective as of April 30, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The remaining shares available for issuance under the 2011 Plan were added to the shares reserved for issuance under the 2018 Plan. The 2018 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Company’s employees, directors, and consultants. The maximum aggregate number of shares that may be issued under the 2018 Plan is 14,482,356 shares of the Company’s common stock. In addition, the number of shares reserved for issuance under the 2018 Plan will be increased automatically on the first day of each fiscal year beginning with the 2020 fiscal year, by a number equal to the least of: (i) 2,144,521 shares; (ii) 4.0% of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such number of shares determined by the Company’s Board of Directors. The 2018 Plan may be amended, suspended or terminated by the Company’s Board of Directors at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the 2018 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Company’s Board of Directors, the 2018 Plan will automatically terminate on November 14, 2028. The following grants were made pursuant to the 2018 Plan in the six months ended June 29, 2019 : (i) options to purchase 264,033 shares of common stock were granted to certain employees on April 3, 2019, having an exercise price of $20.02 per share, (ii) options to purchase (A) 1,000,000 shares of common stock were granted to executive officers on April 18, 2019, (B) 48,999 shares of common stock were granted to certain employees on April 29, 2019, and (C) 50,000 shares of common stock were granted to certain executive officers on May 1, 2019, in each case to be effective upon and subject to the effectiveness of the registration statement relating to the Company’s IPO and having an exercise price equal to the IPO price of $25.00 per share, (iii) awards covering 99,433 shares of restricted stock were granted to nonemployees on April 18, 2019 at a purchase price of $0.01 per share to be issued upon payment of the purchase price, (iv) an option to purchase 125,000 shares of common stock was granted to an executive officer on June 10, 2019, having an exercise price of $168.10 per share, and (v) 70,360 RSUs with a grant date fair value of $168.10 were granted to certain employees on June 10, 2019. As of June 29, 2019 and December 31, 2018 , there were 6,245,103 and 5,120,293 shares, respectively, issuable under stock options outstanding, 70,360 and 0 shares, respectively, issuable under RSUs outstanding, 4,705,766 and 4,335,331 shares, respectively, issued for stock option exercises and restricted stock grants, and 3,437,794 and 6,859 shares, respectively, available for grants under the 2018 Plan. Stock Options Option grants in the six months ended June 29, 2019 vest 25% of the total award on the first anniversary of the vesting commencement date, and thereafter ratably vesting monthly over the remaining three-year period. The following table summarizes the Company’s stock option activity during the six months ended June 29, 2019 : Number Weighted Weighted Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2018 5,120,293 $ 3.13 7.3 $ 81,371 Granted 1,488,032 $ 36.14 — $ — Exercised (294,335 ) $ 1.81 — $ 7,328 Cancelled/Forfeited (68,887 ) $ 7.02 — $ — Outstanding at June 29, 2019 6,245,103 $ 11.01 7.5 $ 935,616 Vested and exercisable at June 29, 2019 3,091,340 $ 1.26 5.8 $ 492,807 Vested and expected to vest at June 29, 2019 4,419,185 $ 5.48 6.7 $ 686,118 __________ (1) Aggregate intrinsic value is calculated as the difference between the value of common stock on the transaction date and the exercise price multiplied by the number of shares issuable under the stock option. During the three months ended June 29, 2019 and June 30, 2018 , the Company recorded in aggregate $1.2 million and $0.5 million , respectively, of share-based compensation expense related to options issued to employees and nonemployees. During the six months ended June 29, 2019 and June 30, 2018 , the Company recorded in aggregate $1.8 million and $0.7 million , respectively, of share-based compensation expense related to options issued to employees and nonemployees. The share-based compensation expense is included in cost of goods sold and SG&A expenses in the Company’s condensed statements of operations. As of June 29, 2019 and December 31, 2018, there was $9.5 million and $2.4 million in unrecognized compensation expense related to nonvested stock option awards which is expected to be recognized over 3.5 years and 2.9 years , respectively. Restricted Stock Units RSU grants in the six months ended June 29, 2019 vest 25% of the total award on the first anniversary of the grant date, and thereafter ratably vesting quarterly over the remaining three years of the award. The following table summarizes the Company’s RSU activity during the six months ended June 29, 2019 : Number of Shares Weighted Unvested at January 1, 2019 — $ — Granted 70,360 $ 168.10 Unvested at June 29, 2019 70,360 $ 168.10 During the three months ended June 29, 2019 and June 30, 2018 , the Company recorded in aggregate $89,000 and $0 , respectively, of share-based compensation expense related to RSUs granted to employees. During the six months ended June 29, 2019 and June 30, 2018 , the Company recorded in aggregate $89,000 and $0 , respectively, of share-based compensation expense related to RSUs granted to employees. The share-based compensation expense is included in cost of goods sold and SG&A expenses in the Company’s condensed statements of operations. As of June 29, 2019 and December 31, 2018, there was $2.9 million and $0 in unrecognized compensation expense related to nonvested RSUs which is expected to be recognized over 3.9 years . Restricted Stock to Nonemployees In April 2019, the Company’s Board of Directors approved the issuance of 99,433 shares of restricted stock with a fair value of $20.02 per share and a purchase price of $0.01 per share to nonemployees serving as the Company’s brand ambassadors. The Company has the right to repurchase the unvested shares upon a voluntary or involuntary termination of a brand ambassador’s service; however, as shares vest monthly over 24 months , they are being released from the repurchase option (and all such shares will be released from the repurchase option by May 18, 2021). In October 2018, the Company’s Board of Directors approved the issuance of 135,791 shares of restricted stock with a fair value of $17.03 per share and a purchase price of $0.02 per share to nonemployees serving as the Company’s brand ambassadors. The Company has the right to repurchase the unvested shares upon a voluntary or involuntary termination of a brand ambassador’s service; however, as shares vest monthly over 12 to 24 months , they are being released from the repurchase option (and all such shares will be released from the repurchase option by November 1, 2020). The following table summarizes the Company’s restricted stock activity during the six months ended June 29, 2019 : Number Weighted Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2018 100,127 1.6 $ 17.03 Granted 99,433 — $ 20.02 Vested/Released (35,667 ) — $ — Unvested at June 29, 2019 163,893 1.8 $ 19.46 As of June 29, 2019, 140,560 shares of restricted stock had been purchased by nonemployee brand ambassadors which remained subject to vesting requirements and repurchase pursuant to restricted stock purchase agreements. During the three and six months ended June 29, 2019 , the Company recorded in aggregate $0.5 million and $0.8 million , respectively, of share-based compensation expense related to restricted stock issued to nonemployee brand ambassadors, which is included in SG&A expenses in the Company’s condensed statements of operations. During the three and six months ended June 30, 2018 , the Company recorded no share-based compensation expense related to restricted stock issued to nonemployee brand ambassadors. As of June 29, 2019 , there was $3.0 million in unrecognized compensation expense related to nonvested restricted stock, which is expected to be recognized over 1.8 years . Employee Stock Purchase Plan On November 15, 2018, the Company’s Board of Directors adopted its 2018 Employee Stock Purchase Plan (“2018 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on April 30, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2018 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U . S . employees. In addition, the 2018 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component for non-U.S. employees and certain non-U.S. service providers. The Company has reserved 804,195 shares of common stock for issuance under the 2018 ESPP. In addition, the number of shares reserved for issuance under the 2018 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years , starting with the 2020 fiscal year, by a number equal to the least of: (i) 536,130 shares; (ii) 1% of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Company’s Board of Directors. The 2018 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The administrator has not yet approved an offering under the 2018 ESPP. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 29, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases Effective March 1, 2019, the Company entered into a lease for its principal executive offices in El Segundo, California, for an initial term of 5 years . The aggregate lease amount for the five-year term is $2.7 million . The future minimum lease payments required under noncancelable lease obligations related to this lease are $2.6 million due through 2023 (approximately $0.5 million annually) and $0.1 million thereafter. Purchase Commitments As of June 29, 2019 , the Company had committed to purchase pea protein inventory totaling $28.4 million . Litigation On May 25, 2017, a former co-manufacturer of the Company filed a complaint against the Company in the Superior Court of the State of California for the County of Los Angeles asserting claims for (1) breach of contract, (2) misappropriation of trade secrets, (3) unfair competition under California Business & Professions Code Section 17200 Et. Seq., (4) money owed and due, (5) declaratory relief, and (6) injunctive relief, each arising out of the Company’s decision to terminate an exclusive agreement dated December 2, 2014 between the Company and the former co-manufacturer, pursuant to its terms (see Note 3 ). The Company denies these claims, filed counter-claims on July 27, 2017, alleging (1) breach of contract, (2) unfair competition under California Business & Professions Code Section 17200 Et. Seq., and (3) conversion, and is in the process of litigating this matter. In October 2018, the former co-manufacturer filed an amended complaint that added one of the Company’s current contract manufacturers as a defendant, principally for claims arising from the current contract manufacturer’s alleged use of the former co-manufacturer’s alleged trade secrets, and for replacing the former co-manufacturer as one of the Company’s current co-manufacturers. T he current co-manufacturer filed an answer denying all of the former co-manufacturer’s claims, and a cross-complaint against Beyond Meat asserting claims of total and partial equitable indemnity, contribution, and repayment. On March 11, 2019, the former co-manufacturer filed a second amended complaint to add claims of fraud and negligent misrepresentation against the Company. On May 30, 2019, the judge denied the Company’s motion to dismiss the fraud and negligent misrepresentation claims, allowing the claims to proceed. On June 19, 2019, the Company filed an answer denying the former co-manufacturer’s claims. A trial date has been set for May 18, 2020. At this time the Company cannot reasonably estimate the potential liability associated with this litigation, but believes the final resolution of this litigation will not have a material adverse effect on its financial position, results of operations, or cash flows. The Company is involved in various 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 matters that are pending or asserted will have a material effect on its financial statements. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 29, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the six months ended June 29, 2019 and June 30, 2018 , the Company recorded $21,000 and $0 in income tax expense in its condensed statements of operations. The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the U.S. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all deferred tax assets. When 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 would have the effect of increasing net income in the period such determination is made. As of June 29, 2019 , the Company does no t 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 Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 29, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The Company calculates basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considers all series of convertible preferred stock issued and outstanding prior to the IPO to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of convertible preferred stock issued and outstanding prior to the IPO do not have a contractual obligation to share in losses. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, RSUs, common stock warrants and securities such as convertible preferred stock and convertible preferred stock warrants that were issued and outstanding before the Company’s IPO, are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. Basic and diluted net loss per common share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been antidilutive. At June 29, 2019 and June 30, 2018, 6,559,565 shares and 5,296,339 shares, respectively, were excluded from the dilution calculation because their inclusion would have been antidilutive. (in thousands, except share and per share amounts) Three Months Ended Six Months Ended June 29, June 30, June 29, June 30, Numerator: Net loss $ (9,441 ) $ (7,396 ) $ (16,090 ) $ (13,092 ) Denominator: Weighted average common shares outstanding—basic 39,081,359 6,072,319 23,206,203 5,933,806 Dilutive effect of stock equivalents resulting from stock options, RSUs, common stock warrants, preferred stock warrants and convertible preferred stock (as converted) — — — — Weighted average common shares outstanding—diluted 39,081,359 6,072,319 23,206,203 5,933,806 Net loss per common share—basic and diluted $ (0.24 ) $ (1.22 ) $ (0.69 ) $ (2.21 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 29, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed 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 the 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 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, 2019 or for any other interim period or for any other future fiscal year. These condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the prospectus dated May 1, 2019 filed with the SEC on May 3, 2019 (the “Prospectus”) . The condensed balance sheet as of December 31, 2018 |
Fiscal Year | Fiscal Year The Company operates on a fiscal calendar year, and each interim quarter is comprised of one 5-week period and two 4-week periods, with each week ending on a Saturday. The Company’s fiscal year always begins on January 1 and ends on December 31. As a result, the Company’s first and fourth fiscal quarters may have more or fewer days included than a traditional 91 -day fiscal quarter. |
Management’s Use of Estimates | Management’s Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains cash balances at one financial institution in the United States. The cash balances may, at times, exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation or FDIC up to $250,000 . The Company considers all highly liquid investments with original maturity dates of 90 days or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts . |
Deferred Offering Costs | Deferred Offering Costs |
Stock Warrant Liability | Stock Warrant Liability The Company accounts for freestanding warrants to purchase shares of its convertible preferred stock or common stock as a liability, as the underlying shares of convertible preferred stock and common stock are contingently redeemable and, therefore, may obligate the Company to transfer assets at some point in the future. The warrants were recorded at fair value upon issuance and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized in the condensed statements of operations in Total other expense, net. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value measurement accounting guidance creates a fair value hierarchy to prioritize the inputs used to measure fair value into three categories. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement, where Level 1 is the highest and Level 3 is the lowest. The three levels are defined as follows: • Level 1 —Unadjusted quoted prices in active markets accessible by the reporting entity for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2 —Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant value drivers are observable. • Level 3 —Valuations derived from valuation techniques in which significant value drivers are unobservable. The Company’s financial instruments include cash equivalents, accounts receivable, accounts payable, and accrued expenses, for which the carrying amounts approximate fair value due to the short-term maturity of these financial instruments. Based on the borrowing rates currently available to the Company for debt with similar terms, the carrying value of the line of credit, term debt with its bank, and equipment loan approximate fair value as well. |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which, along with subsequent ASUs, amends the existing accounting standards for revenue recognition (“Topic 606”). This guidance is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to receive when products are transferred to customers. ASU 2014-09 was effective for the Company beginning January 1, 2019. The majority of the Company’s contracts with customers generally consist of a single performance obligation to transfer promised goods. Based on the Company’s evaluation process and review of its contracts with customers, the timing and amount of revenue recognized based on ASU 2014-09 is consistent with the Company’s revenue recognition policy under previous guidance. The Company has therefore concluded that the adoption of ASU 2014-09 did not have a material impact on its financial position, results of operations, or cash flows. Revenue is recognized at the point in which the performance obligation under the terms of a contract with the customer have been satisfied and control has transferred. The Company’s performance obligation is typically defined as the accepted purchase order, or the contract, with the customer which requires the Company to deliver the requested products at agreed upon prices at the time and location of the customer’s choice. The Company does not offer warranties or a right to return on the products it sells except in the instance of a product recall. Revenue is measured as the amount of consideration the Company expects to receive in exchange for fulfilling the performance obligation. Sales and other taxes the Company collects concurrent with the sale of products are excluded from revenue. The Company's normal payment terms vary by the type and location of its customers and the products offered. The time between invoicing and when payment is due is not significant. None of the Company's contracts as of June 29, 2019 contain a significant financing component. The Company routinely offers sales discounts and promotions through various programs to its customers and consumers. These programs include rebates, temporary on shelf price reductions, off invoice discounts, retailer advertisements, and other trade activities. Provision for discounts and incentives are recorded in the same period in which the related revenues are recognized. At the end of each accounting period, the Company recognizes a liability for estimated sales discounts that have been incurred but not paid which totaled $1.1 million and $0.8 million as of June 29, 2019 and December 31, 2018 , respectively. The offsetting charge is recorded as a reduction of revenues in the same period when the expense is incurred. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. The incremental cost to obtain contracts was not material . |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings (loss) per share (“EPS”) represents net income attributable to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS represents net income attributable 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”), warrants and |
Recently Adopted and New Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). Under ASU 2018-07, the measurement of equity-classified nonemployee awards will be fixed at the grant date, and nonpublic entities are allowed to account for nonemployee awards using certain practical expedients that are already available for employee awards. The amendments in ASU 2018-07 are effective for nonpublic business entities for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than the Company’s adoption date of Topic 606. The Company early adopted ASU 2018-07 beginning January 1, 2019 along with its adoption of ASU 2014-09. Pursuant to ASU 2018-07, the measurement of equity classified nonemployee awards will be fixed at the grant date, as compared to the previous requirement to remeasure the awards through the performance completion date. New Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act, or the JOBS Act, allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”), which makes amendments to the guidance in GAAP on the classification and measurement of financial instruments. ASU 2016-01 significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. For all entities other than public entities, ASU 2016-01 is effective for fiscal years beginning after December 15, 2018, including interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company expects to adopt and implement ASU 2016-01 for the year ending December 31, 2019 and for interim periods beginning January 1, 2020. The Company does not expect that adoption of ASU 2016-01 will have a material impact on the Company’s financial position, results of operations, or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Accounting Policies [Abstract] | |
Schedule of financial instruments measured at fair value | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis based on the fair value hierarchy as of December 31, 2018 (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Financial Liabilities: Preferred stock warrant liability $ — $ — $ 1,441 $ 1,441 Common stock warrant liability — — 477 477 Total $ — $ — $ 1,918 $ 1,918 |
Summary of changes in fair value | The following table sets forth a summary of the changes in the fair value of the preferred and common stock warrant liabilities: For the Six Months Ended (in thousands) June 29, 2019 June 30, 2018 Beginning balance $ 1,918 $ 550 Fair value of warrants issued during the period — 248 Change in fair value of warrant liability 12,503 259 Reclassification of warrant liability to additional paid-in capital in connection with the IPO (14,421 ) — Ending balance $ — $ 1,057 |
Schedule of net revenues by platform and channel | The Company’s net revenues by platform and channel are included in the tables below: For the Three Months Ended For the Six Months Ended (in thousands) June 29, June 30, June 29, June 30, Net revenues: Gross Fresh Platform $ 67,722 $ 15,119 $ 106,528 $ 24,715 Gross Frozen Platform 5,639 4,506 10,151 9,254 Less: Discounts (6,110 ) (2,258 ) (9,222 ) (3,826 ) Net revenues $ 67,251 $ 17,367 $ 107,457 $ 30,143 For the Three Months Ended For the Six Months Ended (in thousands) June 29, June 30, June 29, June 30, Net revenues: Retail $ 34,120 $ 11,684 $ 53,699 $ 20,972 Restaurant and Foodservice 33,131 5,683 53,758 9,171 Net revenues $ 67,251 $ 17,367 $ 107,457 $ 30,143 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of major classes of inventory | Major classes of inventory were as follows: (in thousands) June 29, December 31, Raw materials and packaging $ 25,047 $ 13,756 Work in process 5,635 2,517 Finished goods 12,013 13,984 Total $ 42,695 $ 30,257 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of property, plant, and equipment | A summary of property, plant, and equipment as of June 29, 2019 and December 31, 2018 , is as follows: (in thousands) June 29, 2019 December 31, 2018 Manufacturing equipment $ 29,783 $ 25,314 Research and development equipment 7,373 6,088 Leasehold improvements 7,337 7,080 Capital leases 883 882 Software 183 60 Furniture and fixtures 364 195 Vehicles 210 210 Assets not yet placed in service 4,970 3,374 Total property, plant and equipment $ 51,103 $ 43,203 Less: accumulated depreciation and amortization 16,630 12,676 Property, plant and equipment, net $ 34,473 $ 30,527 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of debt balances | The Company’s debt balances are detailed below: (in thousands) June 29, 2019 December 31, 2018 2018 Revolving Credit Facility (defined below) $ 6,000 $ 6,000 2018 Term Loan Facility (defined below) 20,000 20,000 Equipment financing loan 5,000 5,000 Debt issuance costs (533 ) (612 ) Total debt outstanding $ 30,467 $ 30,388 Less: current portion of long-term debt 6,000 — Long-term debt $ 24,467 $ 30,388 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | The following table summarizes the Company’s stock option activity during the six months ended June 29, 2019 : Number Weighted Weighted Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2018 5,120,293 $ 3.13 7.3 $ 81,371 Granted 1,488,032 $ 36.14 — $ — Exercised (294,335 ) $ 1.81 — $ 7,328 Cancelled/Forfeited (68,887 ) $ 7.02 — $ — Outstanding at June 29, 2019 6,245,103 $ 11.01 7.5 $ 935,616 Vested and exercisable at June 29, 2019 3,091,340 $ 1.26 5.8 $ 492,807 Vested and expected to vest at June 29, 2019 4,419,185 $ 5.48 6.7 $ 686,118 __________ (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. |
Schedule of RSU activity | The following table summarizes the Company’s RSU activity during the six months ended June 29, 2019 : Number of Shares Weighted Unvested at January 1, 2019 — $ — Granted 70,360 $ 168.10 Unvested at June 29, 2019 70,360 $ 168.10 |
Schedule of restricted stock activity | The following table summarizes the Company’s restricted stock activity during the six months ended June 29, 2019 : Number Weighted Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2018 100,127 1.6 $ 17.03 Granted 99,433 — $ 20.02 Vested/Released (35,667 ) — $ — Unvested at June 29, 2019 163,893 1.8 $ 19.46 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per common share | Basic and diluted net loss per common share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been antidilutive. At June 29, 2019 and June 30, 2018, 6,559,565 shares and 5,296,339 shares, respectively, were excluded from the dilution calculation because their inclusion would have been antidilutive. (in thousands, except share and per share amounts) Three Months Ended Six Months Ended June 29, June 30, June 29, June 30, Numerator: Net loss $ (9,441 ) $ (7,396 ) $ (16,090 ) $ (13,092 ) Denominator: Weighted average common shares outstanding—basic 39,081,359 6,072,319 23,206,203 5,933,806 Dilutive effect of stock equivalents resulting from stock options, RSUs, common stock warrants, preferred stock warrants and convertible preferred stock (as converted) — — — — Weighted average common shares outstanding—diluted 39,081,359 6,072,319 23,206,203 5,933,806 Net loss per common share—basic and diluted $ (0.24 ) $ (1.22 ) $ (0.69 ) $ (2.21 ) |
Introduction (Details)
Introduction (Details) - USD ($) $ / shares in Units, $ in Millions | May 06, 2019 | Jun. 29, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||
Underwriting discounts and commissions | $ 19.4 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 11,068,750 | |
Sale of stock, price per share (in dollars per share) | $ 25 | |
Proceeds from IPO, net | $ 252.4 | |
Sale of stock, issuance costs | $ 4.9 | |
Number of common stock shares converted | 41,562,111 | |
Number of shares issued for each share of convertible preferred stock converted (in shares) | 1 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 1,443,750 | |
Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of common stock shares converted | 41,562,111 | |
Common Stock | IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of common stock shares converted | 11,068,750 | |
Number of shares able to purchase | 160,767 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Apr. 08, 2019USD ($) | Jan. 02, 2019 | Mar. 02, 2016USD ($) | Dec. 31, 2016USD ($) | Feb. 28, 2016USD ($)shares | Oct. 31, 2015USD ($) | Jun. 29, 2019USD ($)shares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 29, 2019USD ($)shares | Jun. 30, 2018USD ($)$ / sharesshares | May 06, 2019USD ($)shares | May 05, 2019$ / sharesshares | Dec. 31, 2018USD ($) |
Class of Warrant or Right [Line Items] | |||||||||||||
Stock split, conversion ratio | 1.5 | ||||||||||||
Deferred offering costs, incurred | $ 4,900,000 | $ 4,900,000 | |||||||||||
Accrued stock issuance costs | $ 600,000 | ||||||||||||
Warrants outstanding (in shares) | shares | 0 | 0 | |||||||||||
Liability for estimated sales discounts | $ 1,100,000 | $ 1,100,000 | $ 800,000 | ||||||||||
Cost of goods sold | 44,510,000 | $ 14,755,000 | $ 73,945,000 | $ 25,474,000 | |||||||||
Stock options granted (in shares) | shares | 1,488,032 | ||||||||||||
Common Stock | Line of credit | SVB Credit Facilities | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Number of warrants issued (in shares) | shares | 60,002 | 60,002 | 60,002 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 3 | $ 3 | $ 3 | ||||||||||
Series B | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Number of warrants issued (in shares) | shares | 121,694 | 121,694 | 121,694 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 1.07 | $ 1.07 | $ 1.07 | ||||||||||
Series E | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Number of warrants issued (in shares) | shares | 39,073 | 39,073 | 39,073 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 3.68 | $ 3.68 | $ 3.68 | ||||||||||
IPO | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Deferred offering costs, incurred | 1,900,000 | $ 1,900,000 | $ 4,900,000 | $ 2,400,000 | |||||||||
IPO | Common Stock | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Number of warrants issued (in shares) | shares | 160,767 | ||||||||||||
Shipping and handling | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Cost of goods sold | $ 2,600,000 | $ 1,800,000 | $ 3,900,000 | $ 2,800,000 | |||||||||
Distributor one | Customer concentration risk | Revenue benchmark | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Concentration risk | 22.00% | 39.00% | 22.00% | 37.00% | |||||||||
Distributor two | Customer concentration risk | Revenue benchmark | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Concentration risk | 20.00% | 15.00% | 21.00% | 15.00% | |||||||||
Distributor three | Customer concentration risk | Revenue benchmark | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Concentration risk | 15.00% | 13.00% | |||||||||||
International | Geographic concentration risk | Revenue benchmark | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Concentration risk | 12.00% | 3.00% | 13.00% | 2.00% | |||||||||
Donald Thompson | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Consulting fees, related party | $ 0 | $ 47,162 | |||||||||||
Consulting agreement | Executive Chair | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Monthly transaction amount | $ 20,210.33 | ||||||||||||
Advisor agreement | Food System Strategies, LLC | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Daily transaction amount | $ 4,000 | ||||||||||||
Amended advisor agreement | Food System Strategies, LLC | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Monthly transaction amount | $ 10,000 | $ 25,000 | |||||||||||
Restricted stock unit | 2018 Plan | Executive Chair | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Fair value per share (in dollars per share) | $ 105,000 | ||||||||||||
Vesting period | 12 months | ||||||||||||
Termination period upon prior written notice | 120 days | ||||||||||||
Breach, termination period upon prior written notice, non-breaching party | 30 days | ||||||||||||
Non-qualified stock option | Amended advisor agreement | Food System Strategies, LLC | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Vesting period | 3 years | ||||||||||||
Stock options granted (in shares) | shares | 798,848 | ||||||||||||
Minimum | Advisor agreement | Food System Strategies, LLC | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Days of service | 2 days | ||||||||||||
Minimum | Amended advisor agreement | Food System Strategies, LLC | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Days of service | 5 days | ||||||||||||
Maximum | Amended advisor agreement | Food System Strategies, LLC | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Days of service | 6 days |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of financial instruments measured at fair value (Details) - USD ($) $ in Thousands | Jun. 29, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock warrant liability | $ 0 | $ 1,918 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,918 | |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,918 | |
Preferred stock warrant liability | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock warrant liability | 1,441 | |
Preferred stock warrant liability | Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock warrant liability | 0 | |
Preferred stock warrant liability | Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock warrant liability | 0 | |
Preferred stock warrant liability | Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock warrant liability | 1,441 | |
Common stock warrant liability | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock warrant liability | 477 | |
Common stock warrant liability | Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock warrant liability | 0 | |
Common stock warrant liability | Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock warrant liability | 0 | |
Common stock warrant liability | Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stock warrant liability | $ 477 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of changes in fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 1,918 | $ 550 | ||
Fair value of warrants issued during the period | 0 | 248 | ||
Change in fair value of warrant liability | $ 11,744 | $ 130 | 12,503 | 259 |
Reclassification of warrant liability to additional paid-in capital in connection with the IPO | (14,421) | 0 | ||
Ending balance | $ 0 | $ 1,057 | $ 0 | $ 1,057 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of net revenues by platform and channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Less: Discounts | $ (6,110) | $ (2,258) | $ (9,222) | $ (3,826) |
Net revenues | 67,251 | 17,367 | 107,457 | 30,143 |
Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 34,120 | 11,684 | 53,699 | 20,972 |
Restaurant and Foodservice | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 33,131 | 5,683 | 53,758 | 9,171 |
Gross Fresh Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenues | 67,722 | 15,119 | 106,528 | 24,715 |
Gross Frozen Platform | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenues | $ 5,639 | $ 4,506 | $ 10,151 | $ 9,254 |
Restructuring (Details)
Restructuring (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |||||
Restructuring expenses | $ 847,000 | $ 348,000 | $ 1,241,000 | $ 642,000 | |
Accrued unpaid liabilities, contract termination | $ 0 | $ 0 | $ 0 |
Inventories - Schedule of major
Inventories - Schedule of major classes of inventory (Details) - USD ($) $ in Thousands | Jun. 29, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials and packaging | $ 25,047 | $ 13,756 |
Work in process | 5,635 | 2,517 |
Finished goods | 12,013 | 13,984 |
Total | $ 42,695 | $ 30,257 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of property, plant, and equipment (Details) - USD ($) $ in Thousands | Jun. 29, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 51,103 | $ 43,203 |
Less: accumulated depreciation and amortization | 16,630 | 12,676 |
Property, plant and equipment, net | 34,473 | 30,527 |
Manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 29,783 | 25,314 |
Research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 7,373 | 6,088 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 7,337 | 7,080 |
Capital leases | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 883 | 882 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 183 | 60 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 364 | 195 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 210 | 210 |
Assets not yet placed in service | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 4,970 | $ 3,374 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | $ 2,100,000 | $ 900,000 | $ 3,957,000 | $ 1,620,000 | |
Assets held-for-sale | 4,200,000 | 4,200,000 | $ 1,000,000 | ||
Cost of goods sold | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | 1,400,000 | 700,000 | 2,800,000 | 1,300,000 | |
Research and development expense | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | 600,000 | 200,000 | 1,100,000 | 300,000 | |
SG&A expense | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | $ 12,000 | $ 0 | $ 22,000 | $ 0 |
Debt - Schedule of debt balance
Debt - Schedule of debt balances (Details) - USD ($) $ in Thousands | Jun. 29, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ (533) | $ (612) |
Total debt outstanding | 30,467 | 30,388 |
Less: current portion of long-term debt | 6,000 | 0 |
Long-term debt | 24,467 | 30,388 |
Loan facility | 2018 Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Debt, outstanding balance | 20,000 | 20,000 |
Loan facility | Equipment financing loan | ||
Debt Instrument [Line Items] | ||
Debt, outstanding balance | 5,000 | 5,000 |
2018 Revolving Credit Facility | Line of credit | ||
Debt Instrument [Line Items] | ||
Debt, outstanding balance | $ 6,000 | $ 6,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | May 06, 2019 | May 05, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 533,000 | $ 533,000 | $ 612,000 | |||||
Amortization of debt issuance costs | $ 20,000 | $ 26,000 | $ 78,000 | $ 35,000 | ||||
Warrants outstanding (in shares) | 0 | 0 | ||||||
Loan facility | 2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, outstanding balance | $ 20,000,000 | $ 20,000,000 | 20,000,000 | |||||
Loan facility | Equipment financing loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, outstanding balance | 5,000,000 | 5,000,000 | $ 5,000,000 | |||||
Interest expense | $ 200,000 | 0 | $ 300,000 | 0 | ||||
Interest rate | 11.75% | 11.75% | 11.50% | |||||
Line of credit | SVB Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expense | $ 500,000 | 22,000 | $ 1,100,000 | 40,000 | ||||
Line of credit | 2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Current borrowing capacity | $ 0 | $ 0 | ||||||
Interest rate | 9.50% | 9.50% | ||||||
Line of credit | 2018 Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, outstanding balance | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | |||||
Variable annual interest rate, additional upon default | 5.00% | |||||||
Current borrowing capacity | $ 0 | $ 0 | ||||||
Interest rate | 6.25% | 6.25% | ||||||
Advance at closing | Loan facility | 2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, face amount | $ 10,000,000 | 10,000,000 | 10,000,000 | |||||
Variable annual interest rate | 4.00% | |||||||
Advance at closing | Loan facility | 2018 Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, face amount | $ 6,000,000 | 6,000,000 | 6,000,000 | |||||
Advance if no event of default through borrowing date | Loan facility | 2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, face amount | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Advance if no event of default, based on minimum level of gross profit | Loan facility | 2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, face amount | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||
Minimum | Line of credit | 2018 Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable annual interest rate | 0.75% | |||||||
Maximum | Line of credit | 2018 Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable annual interest rate | 1.25% | |||||||
Common Stock | Line of credit | SVB Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of warrants issued (in shares) | 60,002 | 60,002 | 60,002 | 60,002 | ||||
Exercise price (in dollars per share) | $ 3 | $ 3 | $ 3 | $ 3 | ||||
Series B | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of warrants issued (in shares) | 121,694 | 121,694 | 121,694 | 121,694 | ||||
Exercise price (in dollars per share) | $ 1.07 | $ 1.07 | $ 1.07 | $ 1.07 | ||||
Series E | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of warrants issued (in shares) | 39,073 | 39,073 | 39,073 | 39,073 | ||||
Exercise price (in dollars per share) | $ 3.68 | $ 3.68 | $ 3.68 | $ 3.68 | ||||
IPO | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of warrants issued (in shares) | 160,767 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) and Convertible Preferred Stock (Details) - $ / shares | May 06, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | 58,669,600 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Convertible preferred stock, authorized (in shares) | 43,882,867 | ||||||
Convertible preferred stock, par value (in shares) | $ 0.0001 | ||||||
Common stock, issued (in shares) | 60,167,521 | 6,951,350 | |||||
Common stock, outstanding (in shares) | 60,167,521 | 6,951,350 | |||||
Convertible preferred stock, outstanding (in shares) | 0 | 41,562,111 | 41,562,111 | 39,486,895 | 39,474,156 | 39,361,211 | |
Series A | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, authorized (in shares) | 0 | 3,333,500 | |||||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 | |||||
Convertible preferred stock, issued (in shares) | 0 | 3,333,500 | |||||
Convertible preferred stock, outstanding (in shares) | 0 | 3,333,500 | |||||
Series B | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, authorized (in shares) | 0 | 4,802,260 | |||||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 | |||||
Convertible preferred stock, issued (in shares) | 0 | 4,680,565 | |||||
Convertible preferred stock, outstanding (in shares) | 0 | 4,680,565 | |||||
Series C | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, authorized (in shares) | 0 | 8,076,643 | |||||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 | |||||
Convertible preferred stock, issued (in shares) | 0 | 8,076,636 | |||||
Convertible preferred stock, outstanding (in shares) | 0 | 8,076,636 | |||||
Series D | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, authorized (in shares) | 0 | 8,713,207 | |||||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 | |||||
Convertible preferred stock, issued (in shares) | 0 | 8,713,201 | |||||
Convertible preferred stock, outstanding (in shares) | 0 | 8,713,201 | |||||
Series E | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, authorized (in shares) | 0 | 4,740,531 | |||||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 | |||||
Convertible preferred stock, issued (in shares) | 0 | 4,701,449 | |||||
Convertible preferred stock, outstanding (in shares) | 0 | 4,701,449 | |||||
Series F | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, authorized (in shares) | 0 | 4,866,776 | |||||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 | |||||
Convertible preferred stock, issued (in shares) | 0 | 4,866,758 | |||||
Convertible preferred stock, outstanding (in shares) | 0 | 4,866,758 | |||||
Series G | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, authorized (in shares) | 0 | 5,140,257 | |||||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 | |||||
Convertible preferred stock, issued (in shares) | 0 | 5,114,786 | |||||
Convertible preferred stock, outstanding (in shares) | 0 | 5,114,786 | |||||
Series H | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, authorized (in shares) | 0 | 4,209,693 | |||||
Convertible preferred stock, par value (in shares) | $ 0.0001 | $ 0.0001 | |||||
Convertible preferred stock, issued (in shares) | 0 | 2,075,216 | |||||
Convertible preferred stock, outstanding (in shares) | 0 | 2,075,216 | |||||
IPO | |||||||
Class of Stock [Line Items] | |||||||
Number of common stock shares converted | 41,562,111 | ||||||
Number of shares issued for each share of convertible preferred stock converted (in shares) | 1 | ||||||
Convertible preferred stock, authorized (in shares) | 500,000 | ||||||
Convertible preferred stock, par value (in shares) | $ 0.0001 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | Jun. 10, 2019 | May 01, 2019 | Apr. 30, 2019 | Apr. 29, 2019 | Apr. 18, 2019 | Apr. 03, 2019 | Nov. 15, 2018 | Apr. 30, 2019 | Oct. 31, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Jun. 29, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Stock options granted (in shares) | 1,488,032 | |||||||||||||||
Exercise price (in dollars per share) | $ 36.14 | |||||||||||||||
Stock options outstanding (in shares) | 6,245,103 | 6,245,103 | 5,120,293 | 5,120,293 | 6,245,103 | |||||||||||
2018 Plan | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Shares authorized for issuance (in shares) | 14,482,356 | 14,482,356 | ||||||||||||||
Stock options outstanding (in shares) | 6,245,103 | 6,245,103 | 5,120,293 | 5,120,293 | 6,245,103 | |||||||||||
Shares issued (in shares) | 4,335,331 | 4,705,766 | ||||||||||||||
Shares available for grant (in shares) | 3,437,794 | 3,437,794 | 6,859 | 6,859 | 3,437,794 | |||||||||||
Beginning 2020 fiscal year | 2018 Plan | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Additional shares authorized annually (in shares) | 2,144,521 | |||||||||||||||
Percent of common stock outstanding, per year | 4.00% | |||||||||||||||
Employee stock options | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based compensation expense | $ 1,200,000 | $ 500,000 | $ 1,800,000 | $ 700,000 | ||||||||||||
Unrecognized compensation expense | $ 9,500,000 | $ 9,500,000 | $ 2,400,000 | $ 2,400,000 | $ 9,500,000 | |||||||||||
Unrecognized compensation expense, period of recognition | 3 years 6 months | 2 years 10 months 24 days | ||||||||||||||
Restricted stock | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | 99,433 | 135,791 | 99,433 | |||||||||||||
Purchase price (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.02 | |||||||||||||
Fair value per share (in dollars per share) | $ 17.03 | $ 19.46 | $ 19.46 | $ 17.03 | $ 17.03 | $ 19.46 | ||||||||||
Shares issued (in shares) | 163,893 | 163,893 | 100,127 | 100,127 | 163,893 | |||||||||||
Vesting period | 24 months | |||||||||||||||
Share-based compensation expense | $ 500,000 | 0 | $ 800,000 | 0 | ||||||||||||
Unrecognized share-based compensation expense | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | |||||||||||||
Unrecognized compensation expense, period of recognition | 1 year 9 months 18 days | |||||||||||||||
Weighted Average Grant Date Fair Value Per Share, Granted (in dollars per share) | $ 20.02 | $ 20.02 | ||||||||||||||
Shares of restricted stock purchased by nonemployees (in shares) | 140,560 | 140,560 | 140,560 | |||||||||||||
Restricted stock | Minimum | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Vesting period | 12 months | |||||||||||||||
Restricted stock | Maximum | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Vesting period | 24 months | |||||||||||||||
Restricted stock unit | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | 70,360 | |||||||||||||||
Fair value per share (in dollars per share) | $ 168.10 | $ 168.10 | $ 0 | $ 0 | $ 168.10 | |||||||||||
Shares issued (in shares) | 70,360 | 70,360 | 0 | 0 | 70,360 | |||||||||||
Share-based compensation expense | $ 89,000 | $ 0 | $ 89,000 | $ 0 | ||||||||||||
Unrecognized share-based compensation expense | $ 2,900,000 | $ 2,900,000 | $ 0 | $ 0 | $ 2,900,000 | |||||||||||
Unrecognized compensation expense, period of recognition | 3 years 10 months 24 days | |||||||||||||||
Weighted Average Grant Date Fair Value Per Share, Granted (in dollars per share) | $ 168.10 | |||||||||||||||
Restricted stock unit | 2018 Plan | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Shares issued (in shares) | 70,360 | 70,360 | 0 | 0 | 70,360 | |||||||||||
Employee Stock | 2018 ESPP | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Shares authorized for issuance (in shares) | 804,195 | |||||||||||||||
Additional shares authorized annually (in shares) | 536,130 | |||||||||||||||
Percent of common stock outstanding, per year | 1.00% | |||||||||||||||
Period of additional shares authorized | 10 years | |||||||||||||||
Employee | 2018 Plan | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Stock options granted (in shares) | 48,999 | 264,033 | ||||||||||||||
Exercise price (in dollars per share) | $ 25 | $ 20.02 | ||||||||||||||
Employee | Restricted stock unit | 2018 Plan | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | 70,360 | |||||||||||||||
Fair value per share (in dollars per share) | $ 168.10 | |||||||||||||||
Nonemployee | Restricted stock | 2018 Plan | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Granted (in shares) | 99,433 | |||||||||||||||
Purchase price (in dollars per share) | $ 0.01 | |||||||||||||||
Executive Officer | Employee | 2018 Plan | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Stock options granted (in shares) | 125,000 | 50,000 | 1,000,000 | |||||||||||||
Exercise price (in dollars per share) | $ 168.10 | $ 25 | $ 25 | |||||||||||||
First anniversary | Employee stock options | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Vesting percentage | 25.00% | |||||||||||||||
First anniversary | Restricted stock unit | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Vesting percentage | 25.00% | |||||||||||||||
Thereafter | Employee stock options | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Vesting period | 3 years | |||||||||||||||
Thereafter | Restricted stock unit | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Vesting period | 3 years |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 29, 2019 | Dec. 31, 2018 | |
Number of Stock Options | ||
Outstanding, beginning balance (in shares) | 5,120,293 | |
Granted (in shares) | 1,488,032 | |
Exercised (in shares) | (294,335) | |
Cancelled/Forfeited (in shares) | (68,887) | |
Outstanding, ending balance (in shares) | 6,245,103 | 5,120,293 |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 3.13 | |
Granted (in dollars per share) | 36.14 | |
Exercised (in dollars per share) | 1.81 | |
Cancelled/Forfeited (in shares) | 7.02 | |
Outstanding, ending balance (in dollars per share) | $ 11.01 | $ 3.13 |
Aggregate Intrinsic Value | ||
Outstanding at December 31, 2018 | $ 81,371 | |
Granted | $ 0 | |
Exercised | $ 7,328 | |
Cancelled/Forfeited | $ 0 | |
Outstanding at June 29, 2019 | $ 935,616 | $ 81,371 |
Stock Option Activity, Additional Disclosures | ||
Weighted average remaining contractual life, outstanding | 7 years 6 months | 7 years 3 months 18 days |
Weighted average remaining contractual life, vested and exercisable | 5 years 9 months 18 days | |
Weighted average remaining contractual life, vested and expected to vest | 6 years 8 months 12 days | |
Vested and exercisable (in shares) | 3,091,340 | |
Vested and expected to vest (in shares) | 4,419,185 | |
Vested and exercisable (in dollars per share) | $ 1.26 | |
Vested and expected to vest (in dollars per share) | $ 5.48 | |
Aggregate intrinsic value, vested and exercisable | $ 492,807 | |
Aggregate intrinsic value, vested and expected to vest | $ 686,118 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of restricted stock and RSU activity (Details) - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Apr. 30, 2019 | Oct. 31, 2018 | Jun. 29, 2019 | Dec. 31, 2018 | |
Restricted stock unit | ||||
Number of Shares of Restricted Stock | ||||
Outstanding, beginning balance (in shares) | 0 | |||
Granted (in shares) | 70,360 | |||
Outstanding, ending balance (in shares) | 70,360 | 0 | ||
Restricted Stock Activity, Additional Disclosures | ||||
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ 168.10 | $ 0 | ||
Weighted Average Grant Date Fair Value Per Share, Granted (in dollars per share) | $ 168.10 | |||
Restricted stock | ||||
Number of Shares of Restricted Stock | ||||
Outstanding, beginning balance (in shares) | 100,127 | |||
Granted (in shares) | 99,433 | 135,791 | 99,433 | |
Vested/Released (in shares) | (35,667) | |||
Outstanding, ending balance (in shares) | 163,893 | 100,127 | ||
Restricted Stock Activity, Additional Disclosures | ||||
Weighted Average Remaining Contractual Life (Years) | 1 year 9 months 18 days | 1 year 7 months 6 days | ||
Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ 17.03 | $ 19.46 | $ 17.03 | |
Weighted Average Grant Date Fair Value Per Share, Granted (in dollars per share) | $ 20.02 | $ 20.02 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | |
Oct. 31, 2018defendant | Jun. 29, 2019USD ($) | |
Lease Obligations | ||
Lease term | 5 years | |
Aggregate lease amount | $ 2.7 | |
Lease obligation due through 2023 | 2.6 | |
Lease obligation due annually, 2019 | 0.5 | |
Lease obligation due annually, 2020 | 0.5 | |
Lease obligation due annually, 2021 | 0.5 | |
Lease obligation due annually, 2022 | 0.5 | |
Lease obligation due annually, 2023 | 0.5 | |
Lease obligation due thereafter | 0.1 | |
Purchase commitments | $ 28.4 | |
Former co-manufacturer complaint | Pending litigation | ||
Lease Obligations | ||
Number of defendants | defendant | 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 21,000 | $ 0 | $ 21,000 | $ 0 |
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 29, 2019 | Mar. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||||
Antidilutive securities excluded from computation (in shares) | 6,559,565 | 5,296,339 | ||||
Numerator: | ||||||
Net loss | $ (9,441) | $ (6,649) | $ (7,396) | $ (5,696) | $ (16,090) | $ (13,092) |
Denominator: | ||||||
Weighted average common shares outstanding—basic (in shares) | 39,081,359 | 6,072,319 | 23,206,203 | 5,933,806 | ||
Dilutive effect of stock equivalents resulting from stock options, RSUs, common stock warrants, preferred stock warrants and convertible preferred stock (as converted) (in shares) | 0 | 0 | 0 | 0 | ||
Weighted average common shares outstanding-diluted (in shares) | 39,081,359 | 6,072,319 | 23,206,203 | 5,933,806 | ||
Net loss per common share—basic and diluted (in dollars per share) | $ (0.24) | $ (1.22) | $ (0.69) | $ (2.21) |