0001655210-24-000025 | 10-K | XBRL Viewer

Stockholders’ Deficit - Narrative (Details) - $ / shares	May 06, 2019	Dec. 31, 2023	Dec. 31, 2022	Aug. 05, 2019
Class of Stock [Line Items]
Common stock, authorized (in shares)	500,000,000	500,000,000	500,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Convertible preferred stock, authorized (in shares)	500,000
Convertible preferred stock, par value (in dollars per share)	$ 0.0001
Common stock, issued (in shares)		64,624,140	63,773,982
Common stock, outstanding (in shares)		64,624,140	63,773,982
IPO
Class of Stock [Line Items]
Number of common stock shares converted (in shares)	41,562,111
Number of shares issued for each share of convertible preferred stock converted (in shares)	1
Over-allotment option
Class of Stock [Line Items]
Common stock, par value (in dollars per share)				$ 0.0001
Number of shares issued (in shares)				250,000

Restructuring	12 Months Ended
Restructuring	Dec. 31, 2023
Restructuring and Related Activities [Abstract]
Restructuring	Restructuring In May 2017, management approved a plan to terminate the Company’s exclusive supply agreement (the “Agreement”) with one of its co-manufacturers, due to non-performance under the Agreement and on May 23, 2017, the Company notified the co-manufacturer of its decision to terminate the Agreement. On October 18, 2022, the parties to this dispute entered into a confidential written settlement agreement and mutual release, pursuant to which the parties agreed to dismiss with prejudice all claims and cross-claims asserted in the associated cases filed in the Superior Court of the State of California for the County of Los Angeles and the United States District Court for the Central District of California. The terms of the settlement did not have a material impact on Beyond Meat’s financial position or results of operations. No party admitted liability or wrongdoing in connection with the settlement. In 2023, 2022 and 2021, the Company recorded $(0.6) million, $17.3 million and $15.8 million, respectively, in restructuring expenses related to this dispute, which consisted primarily of legal and other expenses. The credit recorded in 2023 was primarily driven by a reversal of certain accruals. As of December 31, 2023 and 2022, the Company had $0 and $0.7 million, respectively, in accrued unpaid restructuring expenses associated with this dispute.

Property, Plant and Equipment - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 01, 2023
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 48,094	$ 32,582	$ 21,663
Net loss per share available to common stockholders—basic (in dollars per share)	$ (5.26)	$ (5.75)	$ (2.88)
Net loss per share available to common stockholders—diluted (in dollars per share)	$ (5.26)	$ (5.75)	$ (2.88)
Assets held for sale	$ 4,539	$ 5,943
Note receivable	3,800
Change in Accounting Method Accounted for as Change in Estimate
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 21,000
Net loss per share available to common stockholders—basic (in dollars per share)	$ 0.33
Cost of goods sold
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 44,500	28,000	$ 17,700
Cost of goods sold \| Change in Accounting Method Accounted for as Change in Estimate
Property, Plant and Equipment [Line Items]
Depreciation and amortization	19,000
Research and development expenses
Property, Plant and Equipment [Line Items]
Depreciation and amortization	2,800	4,000	3,700
Research and development expenses \| Change in Accounting Method Accounted for as Change in Estimate
Property, Plant and Equipment [Line Items]
Depreciation and amortization	2,000
Selling, general and administrative expenses
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 800	$ 600	$ 300
Minimum \| Research and development equipment
Property, Plant and Equipment [Line Items]
Estimated useful life				5 years
Maximum \| Research and development equipment
Property, Plant and Equipment [Line Items]
Estimated useful life				10 years

Debt - Narrative (Details) $ / shares in Units, $ in Thousands					12 Months Ended
	Mar. 16, 2021 USD ($) $ / shares	Mar. 12, 2021 USD ($)	Mar. 05, 2021 USD ($) day	Mar. 02, 2021 USD ($) $ / shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 18, 2023 USD ($)
Debt Instrument [Line Items]
Purchase of capped call options					$ 0	$ 0	$ 83,950
Debt issuance costs					12,458	16,392
Amortization of debt issuance costs					(3,934)	(3,934)	(3,322)
Purchase of capped calls related to convertible senior notes							83,950
Fair Value, Inputs, Level 2 \| Recurring
Debt Instrument [Line Items]
Convertible notes, fair value								$ 195,500
Call option
Debt Instrument [Line Items]
Purchase of capped call options	$ 84,000
Capped call transactions, strike price (in dollars per share) \| $ / shares				$ 279.32
Capped call transactions, premium				100.00%
Purchase of capped calls related to convertible senior notes		$ 84,000
Convertible Debt
Debt Instrument [Line Items]
Conversion price (in dollars per share) \| $ / shares	$ 206.00
Net proceeds from debt			$ 1,000,000
Debt issuance costs			$ 23,600				$ 23,600
Annual interest rate increase			0.50%
Conversion ratio			0.0048544
Debt default, notice of default expiration period			60 days
Debt default, borrowing threshold amount			$ 100,000
Percentage of outstanding debt declarable			25.00%
Debt default, period of special interest			365 days
Amortization of debt issuance costs					$ (3,900)	$ (3,900)
Remaining term					3 years 2 months 12 days
Convertible Debt \| Convertible period one
Debt Instrument [Line Items]
Threshold trading days \| day			5
Threshold consecutive trading days \| day			10
Threshold percentage of stock price trigger			98.00%
Convertible Debt \| Convertible period two
Debt Instrument [Line Items]
Threshold trading days \| day			20
Threshold consecutive trading days \| day			30
Threshold percentage of stock price trigger			130.00%
Convertible Senior Notes Due 2027 \| Convertible Debt
Debt Instrument [Line Items]
Debt, face amount			$ 1,000,000
Stated rate			0.00%		0.00%
Premium percentage	47.50%
Debt issuance costs					$ 12,458
Additional Convertible Senior Notes Due 2027 \| Convertible Debt
Debt Instrument [Line Items]
Debt, face amount		150,000
Additional Convertible Senior Notes Due 2027 \| Convertible Debt \| Call option
Debt Instrument [Line Items]
Purchase of capped call options	$ 84,000
Base Capped Call Transactions \| Convertible Debt \| Call option
Debt Instrument [Line Items]
Purchase of capped call options				$ 73,000
Additional Capped Call Transactions \| Convertible Debt \| Call option
Debt Instrument [Line Items]
Purchase of capped call options		$ 11,000

Related Party Transactions (Details) $ in Thousands	12 Months Ended
Related Party Transactions (Details) $ in Thousands	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) director	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Related Party Transaction [Line Items]
Accrued expenses and other current liabilities	$ 9,855	$ 16,729
Affiliated Entity
Related Party Transaction [Line Items]
Revenues	5,300	33,500	$ 0
Accounts receivable	0	400
Accrued expenses and other current liabilities	$ 0	$ 2,000
Affiliated Entity \| Consulting Agreement \| Cleveland Avenue, LLC
Related Party Transaction [Line Items]
Number of Former Directors \| director		1
Repayments to affiliate		$ 1,000
Other Liabilities		$ 0		$ 0

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Commitments and Contingencies - Narrative (Details) € in Thousands, ft² in Thousands								1 Months Ended	12 Months Ended
	Nov. 21, 2023 USD ($)	Oct. 20, 2023 CAD ($)	Jul. 12, 2023 jurisdiction	Apr. 21, 2023 action	Apr. 06, 2022	Mar. 13, 2022 EUR (€)	Sep. 22, 2020 USD ($) phase	Oct. 31, 2020 co-manufacturer	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) ft²	Jan. 14, 2021 USD ($) ft²
Loss Contingencies [Line Items]
Future minimum lease payments									$ 129,500,000
Restricted cash, non-current									12,600,000	$ 12,627,000
Number of phases of development \| phase							2
Investment agreement, expected amount									$ 22,000,000
Investment agreement, land use right period										5 years
Lease, initial term									8 years			12 years
Investment agreement, amount advanced									$ 20,000,000
Equity in losses of unconsolidated joint venture									3,902,000	$ 18,948,000	$ 2,977,000
Payments for investment in joint venture									(3,250,000)	(13,250,000)	(11,000,000)
Purchase commitment term					5 years
Restructuring expenses	$ 4,400,000								$ (631,000)	17,259,000	$ 15,794,000
Number of company contract manufacturer \| co-manufacturer								1
Shanghai, China
Loss Contingencies [Line Items]
Number of square feet in lease agreement \| ft²											12
EU and France
Loss Contingencies [Line Items]
Loss contingency, number of jurisdictions \| jurisdiction			27
Minimum
Loss Contingencies [Line Items]
Lease, initial term									2 years
Maximum
Loss Contingencies [Line Items]
Lease, initial term									12 years			5 years
Interbev \| Pending Litigation
Loss Contingencies [Line Items]
Damages sought, value \| €						€ 200
Litigation expected period									12 months
Loss contingency, claims filed, vs number of plantiffs \| action				2
Interbev \| Pending Litigation \| Minimum
Loss Contingencies [Line Items]
Litigation expected period									18 months
Interbev \| Pending Litigation \| Maximum
Loss Contingencies [Line Items]
Litigation expected period									24 months
BVeggie
Loss Contingencies [Line Items]
Damages sought, value		$ 129,841,920
Pea Protein
Loss Contingencies [Line Items]
2024									$ 10,900,000
2025									17,100,000
The Planet Partnership, LLC (“TPP”)
Loss Contingencies [Line Items]
Payments for investment in joint venture									(24,300,000)	(11,000,000)
Letter of Credit
Loss Contingencies [Line Items]
Maximum borrowing capacity												$ 12,500,000
Letter of Credit \| 5th Anniversary of Rent Commencement
Loss Contingencies [Line Items]
Maximum borrowing capacity												6,300,000
Letter of Credit \| 8th Anniversary of Rent Commencement
Loss Contingencies [Line Items]
Maximum borrowing capacity												3,100,000
Letter of Credit \| Event of Certain Credit Ratings and not in Default
Loss Contingencies [Line Items]
Maximum borrowing capacity												$ 0
HC Hornet Way, LLC
Loss Contingencies [Line Items]
Number of square feet in lease agreement \| ft²												282
Future minimum lease payments									79,400,000
JXEDZ
Loss Contingencies [Line Items]
Gain on investments									$ 0	0
Investment agreement, expected amount							$ 10,000,000
Investment agreement, land use right period							2 years		2 years
Investment agreement, additional amount to acquire land							$ 40,000,000
JXEDZ \| JXEDZ Finance Bureau
Loss Contingencies [Line Items]
Gain on investments										$ 1,100,000

Net Loss Per Share Available to Common Stockholders (“EPS”) - Schedule of antidilutive securities excluded from computation of earnings per share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,888,430	4,993,246	4,564,539
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,477,120	3,999,933	3,956,364
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,411,310	993,313	608,175

Stockholders’ Deficit - Shelf Registration Statement (Details) - ATM Program $ in Millions	May 10, 2023 USD ($)
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock, net	$ 200.0
Goldman Sachs
Subsidiary, Sale of Stock [Line Items]
Percentage of equity distribution agent commission on gross proceed	3.25%

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	Deloitte & Touche LLP
Auditor Location	Los Angeles, California
Auditor Firm ID	34

Income Taxes - Schedule of components of income tax expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 0	$ 0	$ 0
State	5	32	60
Foreign	0	0	0
Total current	5	32	60
Deferred:
Federal	0	0	0
State	0	0	0
Foreign	0	0	0
Total deferred	0	0	0
Provision for income tax	$ 5	$ 32	$ 60

Leases - Narrative (Details) $ in Thousands				12 Months Ended
Leases - Narrative (Details) $ in Thousands	Jun. 01, 2023 USD ($)	Sep. 15, 2022 USD ($)	Jan. 14, 2021 renewal_option	Dec. 31, 2023 USD ($) contract	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lease, initial term			12 years	8 years
Number of renewal options \| contract				1
Escrow deposits related to lease not yet commenced				$ 4,200	$ 55,100
Operating lease right-of-use assets				130,460	87,595
Operating lease right-of-use assets obtained in exchange for lease liabilities				36,400	$ 37,245	$ 16,701
Total discounted future minimum lease payments				$ 79,325
Lease Agreements
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets	$ 64,900	$ 64,100
Operating lease right-of-use assets obtained in exchange for lease liabilities	29,300	27,700
Total discounted future minimum lease payments	$ 35,600	$ 36,600
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lease, initial term				2 years
Number of renewal options \| renewal_option			2
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lease, initial term			5 years	12 years

Share-Based Compensation - Summary of shares available for grant (Details) - 2018 Plan	12 Months Ended
	Dec. 31, 2023 shares
Shares Available for Grant
Shares available for grant, beginning balance (in shares)	7,848,832
Authorized (in shares)	2,144,521
Granted (in shares)	(2,726,719)
Shares withheld to cover taxes (in shares)	38,679
Forfeited (in shares)	925,187
Shares available for grant, ending balance (in shares)	8,230,500

Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) segment institution	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Mar. 12, 2021 USD ($)	Mar. 05, 2021 USD ($)
Class of Warrant or Right [Line Items]
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Debt issuance costs	$ 12,458,000	$ 16,392,000
Foreign currency translation loss, net of tax	(447,000)	(4,249,000)	$ (2,301,000)
Realized and unrealized foreign currency (losses ) gains	$ 1,100,000	(4,900,000)	(200,000)
Number of financial institutions \| institution	2
Restricted cash	$ 15,400,000
Restricted cash, non-current	12,600,000	12,627,000
Restricted cash, current	2,830,000	0
Allowance for doubtful accounts	1,500,000	1,400,000
Loss on assets held for sale	16,600,000
Impairment write-off of long-lived assets	0	0	0
Liability for estimated sales discounts	6,900,000	4,600,000
Prepaid expenses	8,300,000	14,500,000
Advertising costs	17,200,000	20,600,000	12,100,000
Cost of goods sold	426,031,000	442,676,000	347,419,000
Research and development expenses	39,530,000	62,264,000	66,946,000
Matching contribution	2,100,000	2,900,000	1,500,000
Shipping and Handling
Class of Warrant or Right [Line Items]
Cost of goods sold	$ 10,700,000	$ 17,600,000	19,100,000
Distributor One \| Revenue Benchmark \| Customer Concentration Risk
Class of Warrant or Right [Line Items]
Concentration risk	12.00%	12.00%
Distributor Two \| Revenue Benchmark \| Customer Concentration Risk
Class of Warrant or Right [Line Items]
Concentration risk		11.00%
Money Market Accounts
Class of Warrant or Right [Line Items]
Cash equivalents, concentration	82.00%
Demand Deposits
Class of Warrant or Right [Line Items]
Cash equivalents, concentration	18.00%
Convertible Debt
Class of Warrant or Right [Line Items]
Debt issuance costs			23,600,000		$ 23,600,000
Debt issuance costs, unpaid			$ 0
Convertible Senior Notes Due 2027 \| Convertible Debt
Class of Warrant or Right [Line Items]
Debt, face amount					$ 1,000,000,000
Stated rate	0.00%				0.00%
Debt issuance costs	$ 12,458,000
Additional Convertible Senior Notes Due 2027 \| Convertible Debt
Class of Warrant or Right [Line Items]
Debt, face amount				$ 150,000,000

Debt - Schedule of debt balances (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 05, 2021
Debt Instrument [Line Items]
Debt issuance costs	$ (12,458)	$ (16,392)
Total debt outstanding	1,137,542	1,133,608
Less: current portion of long-term debt	0	0
Long-term debt	1,137,542	1,133,608
Convertible Debt
Debt Instrument [Line Items]
0% Convertible senior notes	$ 1,150,000	$ 1,150,000	$ 1,200,000
Debt issuance costs			$ (23,600)	$ (23,600)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Comprehensive Income (Loss)
Beginning balance (in shares) at Dec. 31, 2020		62,820,351
Beginning balance at Dec. 31, 2020	$ 367,097	$ 6	$ 560,210	$ (194,867)	$ 1,748
Common Stock
Net loss	(182,105)			(182,105)
Issuance of common stock under equity incentive plans, net (in shares)		580,548
Issuance of common stock under equity incentive plans, net	5,055		5,055
Share-based compensation for equity-classified awards	28,699		28,699
Purchase of capped calls related to convertible senior notes	(83,950)		(83,950)
Foreign currency translation loss, net of tax	(2,301)				(2,301)
Ending balance (in shares) at Dec. 31, 2021		63,400,899
Ending balance at Dec. 31, 2021	132,495	$ 6	510,014	(376,972)	(553)
Common Stock
Net loss	(366,137)			(366,137)
Issuance of common stock under equity incentive plans, net (in shares)		373,083
Issuance of common stock under equity incentive plans, net	486		486
Share-based compensation for equity-classified awards	33,857		33,857
Foreign currency translation loss, net of tax	(4,249)				(4,249)
Ending balance (in shares) at Dec. 31, 2022		63,773,982
Ending balance at Dec. 31, 2022	(203,548)	$ 6	544,357	(743,109)	(4,802)
Common Stock
Net loss	(338,144)			(338,144)
Issuance of common stock under equity incentive plans, net (in shares)		850,158
Issuance of common stock under equity incentive plans, net	(327)		(327)
Share-based compensation for equity-classified awards	29,098		29,098
Foreign currency translation loss, net of tax	(447)				(447)
Ending balance (in shares) at Dec. 31, 2023		64,624,140
Ending balance at Dec. 31, 2023	$ (513,368)	$ 6	$ 573,128	$ (1,081,253)	$ (5,249)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481372/852-10-55-10

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-12

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2

+ Details

Inventories - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Inventories - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Inventory write-down	$ 57.4	$ 22.6	$ 12.5
Decrease in inventory valuation reserves	$ 38.0

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of property, plant, and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and are depreciated using the straight-line method over the following estimated useful lives:


Land						Not amortized
Buildings						30 years
Leasehold improvements						Shorter of lease term or estimated useful life
Furniture and fixtures						3 years
Manufacturing equipment(1)						5 to 10 years
Research and development equipment(1)						5 to 10 years
Software and computer equipment						3 years
Vehicles						5 years

____________

(1) Beginning in the first quarter of 2023, the Company reassessed the estimated useful lives for certain of its large equipment with value over $25,000 from a range of 5 to 10 years to a uniform 10 years. Equipment up to $25,000 in value continue to be estimated to have a useful life of 5 years.

A summary of property, plant, and equipment as of December 31, 2023 and 2022, is as follows:


	December 31,
(in thousands)	2023		2022
Manufacturing equipment	$	165,028	$	171,532
Research and development equipment	19,594		16,948
Leasehold improvements	23,898		22,740
Building	22,813		22,675
Finance leases	1,086		1,093
Software	3,568		2,377
Furniture and fixtures	1,079		866
Vehicles	584		584
Land	5,478		5,446
Assets not yet placed in service	43,123		93,152
Total property, plant and equipment	$	286,251	$	337,413
Less: accumulated depreciation and amortization	92,205		80,411
Property, plant and equipment, net	$	194,046	$	257,002

Summary of disaggregation of revenue

The following table presents the Company’s net revenues by channel:


	Year Ended December 31,
	2023		2022		2021
(in thousands)
U.S.:
Retail	$	155,240	$	234,744	$	243,360
Foodservice	50,647		69,289		76,475
U.S. net revenues	205,887		304,033		319,835
International:
Retail	61,723		60,907		81,483
Foodservice	75,766		53,993		63,382
International net revenues	137,489		114,900		144,865
Net revenues	$	343,376	$	418,933	$	464,700

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (338,144)	$ (366,137)	$ (182,105)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	48,094	32,582	21,663
Non-cash lease expense	8,140	5,167	3,418
Share-based compensation expense	29,098	33,857	27,698
Loss on sale and write-down of fixed assets	20,515	486	199
Amortization of debt issuance costs	3,934	3,934	3,322
Loss on extinguishment of debt	0	0	1,037
Equity in losses of unconsolidated joint venture	3,902	18,948	2,977
Write-down of note receivable	3,795	0	0
Unrealized (gain) loss on foreign currency transactions	1,822	(5,106)	0
Net change in operating assets and liabilities:
Accounts receivable	2,717	9,063	(8,463)
Inventories	106,087	2,572	(122,666)
Prepaid expenses and other assets	12,873	11,595	(21,414)
Accounts payable	3,004	(10,826)	21,665
Accrued expenses and other current liabilities	(2,492)	(7,148)	13,961
Prepaid lease costs, non-current	(4,245)	(55,110)	(59,188)
Operating lease liabilities	(3,281)	(4,333)	(3,474)
Net cash used in operating activities	(107,825)	(320,244)	(301,370)
Cash flows from investing activities:
Purchases of property, plant and equipment	(10,564)	(70,475)	(135,961)
Proceeds from sale of fixed assets	4,323	0	0
Purchases of property, plant and equipment held for sale	0	(2,821)	0
Payments for investment in joint venture	(3,250)	(13,250)	(11,000)
Payment of security deposits	0	(981)	(518)
Net cash used in investing activities	(9,491)	(87,527)	(147,479)
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes	0	0	1,150,000
Purchase of capped calls related to convertible senior notes	0	0	(83,950)
Debt issuance costs	0	0	(23,605)
Repayment of revolving credit facility	0	0	(25,000)
Principal payments under finance lease obligations	(223)	(210)	(177)
Proceeds from exercise of stock options	170	1,626	8,135
Payments of minimum withholding taxes on net share settlement of equity awards	(497)	(1,140)	(3,081)
Net cash (used in) provided by financing activities	(550)	276	1,022,322
Net (decrease) increase in cash, cash equivalents and restricted cash	(117,866)	(407,495)	573,473
Cash, cash equivalents and restricted cash at the beginning of the period	322,549	733,294	159,127
Effect of exchange rate changes on cash	1,252	(3,250)	694
Cash, cash equivalents and restricted cash at the end of the period	205,935	322,549	733,294
Cash paid (received) during the period for:
Interest	0	10	348
Taxes	(1)	38	(10)
Non-cash investing and financing activities:
Non-cash additions to property, plant and equipment	909	3,507	5,239
Operating lease right-of-use assets obtained in exchange for lease liabilities	36,400	37,245	16,701
Reclassification of pre-paid lease costs to operating lease right-of-use assets	28,082	29,000	0
Non-cash addition to financing leases	0	280	580
Reclassification of other current liability to additional paid-in capital in connection with the share-settled obligation	$ 0	$ 0	$ 2,535

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	500,000	500,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	64,624,140	63,773,982
Common stock, outstanding (in shares)	64,624,140	63,773,982

Inventories (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Major classes of inventory

Major classes of inventory were as follows:


	December 31,
(in thousands)	2023		2022
Raw materials and packaging	$	61,371	$	139,509
Work in process	37,329		37,001
Finished goods	31,636		59,186
Total	$	130,336	$	235,696

Introduction	12 Months Ended
Introduction	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Introduction	Introduction The Company Beyond Meat, Inc., a Delaware corporation (including its subsidiaries unless the context otherwise requires, the “Company”), is a leading plant-based meat company offering a portfolio of revolutionary plant-based meats. The Company builds meat directly from plants, an innovation that enables consumers to experience the taste, texture and other sensory attributes of popular animal-based meat products while enjoying the nutritional and environmental benefits of eating the Company’s plant-based meat products. The Company’s brand promise, “Eat What You Love,” represents a strong belief that there is a better way to feed our future and that the positive choices we all make, no matter how small, can have a great impact on our personal health and the health of our planet. By shifting from animal-based meat to plant-based meat, we can positively impact four growing global issues: human health, climate change, constraints on natural resources and animal welfare. The Company has the following subsidiaries: •Beyond Meat EU B.V., in the Netherlands •Beyond Meat (Jiaxing) Food Co., Ltd. (“BYND JX”), in the Zhejiang Province in China •Beyond Meat Canada Inc., in Canada. On January 25, 2021, the Company entered into the Planet Partnership, LLC, a joint venture with PepsiCo, Inc., to develop, produce and market innovative snack and beverage products made from plant-based protein. The Company’s primary production facilities are located in Columbia, Missouri, and Devault, Pennsylvania, and its research and development and administrative offices are located in El Segundo, California. The Company owns a manufacturing facility in Enschede, the Netherlands, where it produces its woven protein and dry blend flavor systems for shipment to local co-manufacturers, including one of the Company’s distributors who built a co-manufacturing facility in the Netherlands used for production of the Company’s finished goods. In Jiaxing, China, the Company leases a manufacturing facility, and leases a facility in Shanghai, China, which is used as a local research and development facility. In addition to its own production facilities, the Company uses co-manufacturers in various locations in the United States, Germany, the Netherlands and China. In 2021, the Company assumed an operating lease for a building in Commerce, California to house its commercialization center, which was terminated in February 2023. In 2021, the Company entered into a lease agreement to house its corporate headquarters, lab and innovation space in El Segundo, California. In 2022, upon completion of the Phase1-A of the new campus facility in El Segundo, the Company moved its Innovation team from the Manhattan Beach Project Innovation Center to the new campus facility. In June 2023, upon completion of the tenant improvements associated with Phase 1-B, the Company moved its headquarters, sales and marketing operations into the newly constructed Campus Headquarters. In June 2023, the Company terminated the lease of its former headquarters, also in El Segundo, California. The Company sells to a variety of customers in the retail and foodservice channels throughout the United States and internationally primarily through distributors who purchase, store, sell, and deliver the Company’s products. In addition, the Company sells directly to customers in the retail and foodservice channels who handle their own distribution. As of December 31, 2023, approximately 85% of the Company’s assets were located in the United States. Global Operations Review In November 2023, to further reduce operating expenses, the Company announced that it was initiating a review of its global operations (the “Global Operations Review”), narrowing the Company’s commercial focus to certain growth opportunities, and accelerating activities that prioritize gross margin expansion and cash generation. As part of this review, on November 1, 2023, the Company’s board of directors approved a plan to reduce the Company’s workforce by approximately 65 employees, representing approximately 19% of the Company’s global non-production workforce (or approximately 8% of our total global workforce).

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Tax Credit Carryforward [Line Items]
Deferred tax assets, valuation allowance, percentage	100.00%
Valuation allowance	$ 299,221,000	$ 224,494,000
Increase in valuation allowance	74,700,000
Unrecognized tax benefits	11,966,000	10,326,000	$ 8,861,000
Unrecognized tax benefits that would impact effective tax rate	0	0
Undistributed earnings of foreign subsidiaries	0
Research and development tax credits
Tax Credit Carryforward [Line Items]
Unrecognized tax benefits	10,700,000	9,400,000
Federal
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	983,600,000	744,500,000
Operating loss carryforwards, not subject to expiration	891,900,000
State
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	413,300,000	314,200,000
Operating loss carryforwards, not subject to expiration	63,400,000
Foreign
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	$ 104,000,000	$ 84,100,000

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

The following is a summary of debt balances as of December 31, 2023 and December 31, 2022:


	December 31,
(in thousands)	2023		2022
0% Convertible senior notes	$	1,150,000	$	1,150,000




Debt issuance costs	(12,458)		(16,392)
Total debt outstanding	$	1,137,542	$	1,133,608
Less: current portion of long-term debt	—		—
Long-term debt	$	1,137,542	$	1,133,608

Convertible Senior Notes

The initial conversion price of the Notes is $206.00 per share of common stock, which represents a premium of approximately 47.5% over the closing price of the Company’s common stock on March 2, 2021. The Notes will mature on March 15, 2027, unless earlier repurchased, redeemed or converted. The Notes were issued pursuant to, and are governed by, an indenture, dated as of March 5, 2021 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the Trustee”). The Company used $84.0 million of the net proceeds from the sale of the Notes to fund the cost of entering into capped call transactions, described below. The proceeds from the issuance of the Notes were approximately $1.0 billion, net of capped call transaction costs of $84.0 million and debt issuance costs totaling $23.6 million.

The Notes are senior, unsecured obligations and are (i) equal in right of payment with the Company’s senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

The Notes do not bear regular interest, and the principal amount of the Notes do not accrete. However, special interest and additional interest may accrue on the Notes at a rate per annum not exceeding 0.50% (subject to certain exceptions) upon the occurrence of certain events relating to the failure to file certain SEC reports or to remove certain restrictive legends from the Notes.

The initial conversion rate is 4.8544 shares of common stock per $1,000 principal amount of the Notes, which represents an initial conversion price of $206.00 per share of common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events as described in the Indenture.

The holder may convert the Notes during the five consecutive business days immediately after any ten consecutive trading day period, if the trading price per $1,000 principal amount of Notes, as determined following a request by a holder, for each trading day of the measurement period was less than ninety eight percent (98%) of the product of the last report sale price per share of common stock on such trading day and the conversion rate on such trading day.

The holder can convert its Notes during any calendar quarter, commencing after the calendar quarter ending on June 30, 2021, provided the last reported sale price of the common stock for at least 20 trading days is greater than or equal to 130% of the conversion price, during the 30 consecutive trading days ending on the last trading day of a calendar quarter.

Before December 15, 2026, noteholders have the right to convert their Notes upon the occurrence of certain events. From and after December 15, 2026, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company has the right to elect to settle conversions either in cash, shares or in a combination of cash and shares of its common stock. However, upon conversion of any Notes, the conversion value, which will be determined over an “Observation Period” (as defined in the Indenture) consisting of 20 trading days, will be paid in cash up to at least the principal amount of the Notes being converted.

The Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after March 20, 2024 and on or before the 20th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

The Company must repay the note principal in cash, but may elect to settle the conversion value either in cash, shares or in a combination of cash and shares of its common stock.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

The Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of special interest and additional interest on the Notes, are subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $100 million; and (vi) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

In the event of the Company’s liquidation, dissolution or winding up, holders of the Company’s common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company’s debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock.

Holders of the Company’s common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the Company’s common stock. The rights, preferences and privileges of the holders of the Company’s common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that the Company may designate in the future.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and any accrued and unpaid special interest and additional interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, may declare the principal amount of, and any accrued and unpaid special interest and additional interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 365 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.

The total amount of debt issuance costs of $23.6 million was recorded as a reduction to “Convertible senior notes, net” in the consolidated balance sheet and is being amortized as interest expense over the term of the Notes using the effective interest method. In each of the years ended December 31, 2023 and December 31, 2022, the Company recognized $3.9 million in interest expense related to the amortization of the debt issuance costs related to the Notes. The effective interest rate in both of the years ended December 31, 2023 and December 31, 2022 was 0.3%.

The following is a summary of the Company’s Notes as of December 31, 2023:


(in thousands)	Principal Amount		Unamortized Issuance Costs		Net Carrying Amount		Fair Value
							Amount		Leveling
0% Convertible senior notes due on March 15, 2027	$	1,150,000	$	12,458	$	1,137,542	$	195,500	Level 2

The Notes are carried at face value less the unamortized debt issuance costs on the Company’s consolidated balance sheets. As of December 18, 2023, the estimated fair value of the Notes was approximately $195.5 million. The Notes are quoted on the Intercontinental Exchange and are classified as Level 2 financial instruments. The estimated fair value of the Notes was determined based on the actual bid price of the Notes on December 18, 2023, the last business day when the Notes were traded.

As of December 31, 2023, the remaining life of the Notes was approximately 3.2 years.

Capped Call Transactions

On March 2, 2021, in connection with the pricing of the offering of the Convertible Notes, the Company entered into capped call transactions (the “Base Capped Call Transactions”) with the option counterparties and used $73.0 million in net proceeds from the sale of the Convertible Notes to fund the cost of the Base Capped Call Transactions. On March 12, 2021, in connection with the Additional Notes, the Company entered into capped call transactions (the “Additional Capped Call Transactions”) with the option counterparties and used $11.0 million of the net proceeds from the sale of the Additional Notes to fund the cost of the Additional Capped Call Transactions. The Base Capped Call Transactions and the Additional Capped Call Transactions (collectively, the “Capped Call Transactions”) cover, subject to customary adjustments, the aggregate number of shares of the Company’s common stock that will initially underlie the Notes, and are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company may make in excess of the principal amount of the converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is $279.32, which represents a premium of 100% over the last

reported sale price of the Company’s common stock on March 2, 2021. The aggregate $84.0 million paid for the Capped Call Transactions was recorded as a reduction to APIC.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, plant, and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and are depreciated using the straight-line method over the following estimated useful lives:


Land						Not amortized
Buildings						30 years
Leasehold improvements						Shorter of lease term or estimated useful life
Furniture and fixtures						3 years
Manufacturing equipment(1)						5 to 10 years
Research and development equipment(1)						5 to 10 years
Software and computer equipment						3 years
Vehicles						5 years

____________

A summary of property, plant, and equipment as of December 31, 2023 and 2022, is as follows:


	December 31,
(in thousands)	2023		2022
Manufacturing equipment	$	165,028	$	171,532
Research and development equipment	19,594		16,948
Leasehold improvements	23,898		22,740
Building	22,813		22,675
Finance leases	1,086		1,093
Software	3,568		2,377
Furniture and fixtures	1,079		866
Vehicles	584		584
Land	5,478		5,446
Assets not yet placed in service	43,123		93,152
Total property, plant and equipment	$	286,251	$	337,413
Less: accumulated depreciation and amortization	92,205		80,411
Property, plant and equipment, net	$	194,046	$	257,002

Introduction (Details)		12 Months Ended
Introduction (Details)	Nov. 01, 2023 employee	Dec. 31, 2023 global_Issue
Subsidiary, Sale of Stock [Line Items]
Number of growing global issues \| global_Issue		4
Reduction in force, number of positions eliminated \| employee	65
Reduction in force, number of positions eliminated, global non-production workforce, period percent	19.00%
Reduction in force, number of positions eliminated, period percent	8.00%
United States \| Long-lived assets \| Geographic Concentration Risk
Subsidiary, Sale of Stock [Line Items]
Concentration risk		85.00%

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Leases See Note 4. On January 14, 2021, the Company entered into the Campus Lease with HC Hornet Way, LLC, a Delaware limited liability company (the “Landlord”), to house the Company’s Campus Headquarters. Under the terms of the Campus Lease, the Company will lease an aggregate of approximately 282,000 rentable square feet in a portion of a building located in El Segundo, California, to be built out by the Landlord and delivered to the Company in multiple phases. As of December 31, 2023, the Company has recognized a right-of-use asset and lease liability for Phase 1-A and Phase 1-B in its consolidated balance sheet. Aggregate payments towards base rent over the initial lease term associated with the remaining phases not yet delivered to the Company are approximately $79.4 million. Concurrent with the Company’s execution of the Campus Lease, as a security deposit, the Company delivered to the Landlord a letter of credit in the amount of $12.5 million which amount will decrease to: (i) $6.3 million on the fifth (5th) anniversary of the Rent Commencement Date (as defined in the Campus Lease); (ii) $3.1 million on the eighth (8th) anniversary of the Rent Commencement Date; and (iii) $0 in the event the Company receives certain credit ratings; provided the Company is not then in default of its obligations under the Campus Lease. The letter of credit is secured by a $12.6 million deposit reflected in the Company’s consolidated balance sheet as “Restricted cash” as of December 31, 2023 and 2022. China Investment and Lease Agreement On September 22, 2020, the Company and its subsidiary, BYND JX, entered into an investment agreement with the Administrative Committee (the “JX Committee”) of the Jiaxing Economic & Technological Development Zone (the “JXEDZ”) pursuant to which, among other things, BYND JX has agreed to make certain investments in the JXEDZ in two phases of development, and the Company has agreed to guarantee certain repayment obligations of BYND JX under such agreement. In the years ended December 31, 2023, 2022 and 2021, the Company received $0, $0 and $1.1 million in subsidies from the JXEDZ Finance Bureau. During Phase 1, the Company agreed to invest $10.0 million as the registered capital of BYND JX in the JXEDZ through intercompany investment in BYND JX. and BYND JX agreed to lease a facility in the JXEDZ for a minimum of two years. In connection with such agreement, BYND JX entered into a factory leasing contract with an affiliate of the JX Committee, pursuant to which BYND JX agreed to lease and renovate a facility in the JXEDZ and lease it for a minimum of two years. In the year ended December 31, 2022, the lease was amended to extend the term for an additional five years without rent escalation. In the fourth quarter of 2021, BYND JX leased an approximately 12,000 square foot facility in Shanghai, China, for a period of eight years, which is used as a local research and development facility to support the local manufacturing operations. As of December 31, 2023, the Company had invested $22.0 million as the registered capital of BYND JX and advanced $20.0 million to BYND JX. In the event that the Company and BYND JX determine, in their sole discretion, to proceed with the Phase 2 development in the JXEDZ, BYND JX has agreed in the first stage of Phase 2 to increase its registered capital to $40.0 million and to acquire the land use right to a state-owned land plot in the JXEDZ to conduct development and construction of a new production facility. Following the first stage of Phase 2, the Company and BYND JX may determine, in their sole discretion, to permit BYND JX to obtain a second state-owned land plot in the JXEDZ in order to construct an additional facility thereon. The Planet Partnership On January 25, 2021, the Company entered into TPP, a joint venture with PepsiCo, Inc., to develop, produce and market innovative snack and beverage products made from plant-based protein. For the years ended December 31, 2023, 2022 and 2021, the Company recognized its share of the net losses in TPP in the amount of $3.9 million, $18.9 million and $3.0 million, respectively. For the year ended December 31, 2021, the Company contributed its share of the investment in TPP, $11.0 million, which was increased to $24.3 million in the year ended December 31, 2022. In 2023, the Company contributed an additional $3.3 million as its share of additional investment in TPP. See Note 2 and Note 13. In 2023, the Company continued the process of renegotiating certain contracts and changing operating activities related to Beyond Meat Jerky and assumed distribution responsibilities for Beyond Meat Jerky in the fourth quarter of 2023. As part of its Global Operations Review, the Company made the decision to discontinue the Beyond Meat Jerky product line. See Note 14. Purchase Commitments On July 1, 2023, the Company and Roquette Frères entered into a second amendment (the “Second Amendment”) to the Company’s existing pea protein supply agreement dated January 10, 2020, as amended by the first amendment dated August 3, 2022 (the “First Amendment”). Pursuant to the Second Amendment, the terms of the agreement and existing purchase commitments set forth in the First Amendment were revised and extended through December 31, 2025. Pursuant to the Second Amendment, the purchase commitment was revised such that the Company has committed to purchase pea protein inventory totaling $10.9 million in 2024 and $17.1 million in 2025. On April 6, 2022, the Company entered into a co-manufacturing agreement (“Agreement”) with a co-manufacturer to manufacture various products for the Company. The Agreement included a minimum order quantity commitment per month and an aggregate quantity over a five-year term. On November 21, 2023, the Company terminated the Agreement because the co-manufacturer failed to meet its obligations under the Agreement and recorded $4.4 million in termination-related charges. Litigation In connection with the matters described below, the Company has accrued for loss contingencies where it believes that losses are probable and estimable. No loss contingency is recorded for matters where such losses are either not probable or reasonably estimable (or both). Although it is reasonably possible that actual losses could be in excess of the Company’s accrual, the Company is unable to estimate a reasonably possible loss or range of loss in excess of its accrual, due to various reasons, including, among others, that: (i) the proceedings are in early stages or no claims have been asserted, (ii) specific damages have not been sought in all of these matters, (iii) damages, if asserted, are considered unsupported and/or exaggerated, (iv) there is uncertainty as to the outcome of pending appeals, motions or settlements, (v) there are significant factual issues to be resolved, and/or (vi) there are novel legal issues or unsettled legal theories presented. It is not possible to predict the ultimate outcome of all pending legal proceedings, and some of the matters discussed below seek or may seek potentially large and/or indeterminate amounts. Any such loss or excess loss could have a material effect on the Company’s results of operations or cash flows or on the Company’s financial condition. In addition to the matters described below, the Company is involved in various other legal proceedings, claims and litigation arising in the ordinary course of business. Based on the facts currently available, the Company does not believe that the disposition of such other matters that are pending or asserted will have a material effect on its financial statements. Aliments BVeggie, Inc. In November 2023, Aliments BVeggie, Inc. (“BVeggie”) filed and served legal proceedings against the Company before the Superior Court of Quebec’s District of Montreal. BVeggie alleges, among other things that: (i) in 2019, the Company and BVeggie entered into a co-manufacturing agreement, by which BVeggie would produce and deliver products for the benefit of the Company, in exchange for a tolling fee to be paid per pound of product produced and delivered to the Company; (ii) the Company would have made false and misleading statements regarding the volume of purchase orders it would provide BVeggie; (iii) BVeggie invested significant sums to adapt its facilities for the intended production; (iv) the Company fell short of its undertakings and promises; and (v) in March 2023, the Company illegally terminated the business relationship. BVeggie intends to claim damages in the total amount of 129,841,920 CAD, in compensation for its investments, lost profits and the repairs needed to be made to its facility post-termination of the business relationship and removal of the Company’s equipment. The case is at a preliminary stage. The Company intends to vigorously defend against these claims. The Company has filed a motion for declinatory exception set to be heard in April 2024, alleging that these claims should be debated before an arbitration panel in California. Saskatchewan Healthcare Employees’ Pension Plan v. Beyond Meat, Inc. et al. On May 11, 2023, a class action complaint was filed against the Company and certain current and former officers and directors in the United States District Court for the Central District of California, captioned Retail Wholesale Department Store Union Local 338 Retirement Fund v. Beyond Meat, Inc., et al., Case No. 2:23-cv-03602. On July 26, 2023, the Court granted Saskatchewan Healthcare Employees’ Pension Plan’s motion to be appointed lead plaintiff and for its counsel to be appointed lead counsel. On August 9, 2023, the case was recaptioned as Saskatchewan Healthcare Employees’ Pension Plan v. Beyond Meat, Inc., et al., Case No. 2:23-cv-03602 (“SHEPP Action”). On October 9, 2023, the plaintiffs filed a consolidated class action complaint. The complaint alleges, among other things, that the Company and the individual defendants made false and misleading statements or omissions regarding the Company’s ability to manufacture its products at scale and to its partners’ specifications. The complaint seeks an order certifying the class; awarding compensatory damages, interest, costs, expenses, attorneys’ and expert fees; and granting other unspecified equitable or injunctive relief. The complaint alleges causes of action under Sections 10(b), 20(a), and 20A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on behalf of a putative class of investors who purchased the Company’s common stock between May 5, 2020, and October 13, 2022, inclusive. On December 8, 2023, the Company and the individual defendants filed a motion to dismiss the consolidated class action complaint. On February 6, 2024, the plaintiffs filed their answering brief. Per the terms of the parties’ stipulation, the defendants’ reply brief is due on or before March 22, 2024. The Company intends to vigorously defend against these claims. Stockholder Derivative Litigation Actions On July 21, 2023, a derivative shareholder action was filed against certain current and former officers and directors of the Company in the United States District Court for the Central District of California, captioned Gervat v. Brown, et al., Case No. 2:23-cv-05954 (“Gervat Action”). The complaint asserts claims for breach of fiduciary duty, unjust enrichment, and gross mismanagement. It also asserts violations of Section 14(a) of the Exchange Act against a subset of defendants and seeks contribution for violations of Sections10(b) and 21D of the Exchange Act from the individual defendants named in the SHEPP Action. The Company is named as a nominal defendant only. On July 27, 2023, a second derivative shareholder action was filed in the United States District Court for the Central District of California, captioned Brink v. Brown, et al., Case No. 2:23-cv-06110 (“Brink Action”), alleging substantially the same causes of action and facts as alleged in the Gervat Action. On August 15, 2023, the Gervat and Brink Actions were consolidated into a single matter, with the complaint in the Gervat Action being the operative one, and such consolidated case was captioned In Re Beyond Meat, Inc. Stockholder Derivative Litigation, Case No. 2:23-cv-05954 (“Consolidated Derivative Action”). The Consolidated Derivative Action is stayed pending resolution of the defendants’ motion to dismiss in the SHEPP Action. On August 4, 2023, a third derivative shareholder action was filed in the Superior Court of the State of California for the County of Los Angeles, captioned Moore v. Nelson, et al., Case No. 23STCV18587, alleging claims and causes of action substantially similar to those alleged in the Consolidated Derivative Action (“Moore Action”). On January 23, 2024, the plaintiff dismissed the complaint without prejudice. On December 8, 2023, a fourth derivative action was filed in the United States District Court for the District of Delaware, captioned Gilardy v. Brown, et al., Case No. 1:23-cv-01415 (“Gilardy Action”). The Gilardy Action alleges claims and causes of action substantially similar to those alleged in the Consolidated Derivative Action and Moore Action. The Gilardy Action is stayed pending resolution of the defendants’ motion to dismiss in the SHEPP Action. Litigation Pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”) On November 17, 2023, purported stockholder Christina Brown (“Brown”) issued a books and records demand pursuant to Section 220 of the DGCL seeking documents, including board minutes and materials generally related to the same issues as those raised in the SHEPP Action and related derivative actions. On December 12, 2023, Brown filed a complaint in Delaware Chancery Court naming the Company as defendant and seeking such documents pursuant to Section 220, captioned Brown v. Beyond Meat, Case No. 2023-1262 (Del. Ch.) (“Brown 220 Litigation”). On January 12, 2024, the Brown 220 Litigation was stayed for 90 days, pursuant to a stipulation between the parties. Consumer Class Actions Regarding Protein Claims From May 31, 2022 through January 13, 2023, multiple putative class action lawsuits were filed against the Company in various federal and state courts alleging that the labeling and marketing of certain of the Company’s products is false and/or misleading under federal and/or various states’ laws. Specifically, each of these lawsuits allege one or more of the following theories of liability: (i) that the labels and related marketing of the challenged products misstate the quantitative amount of protein that is provided by each serving of the product; (ii) that the labels and related marketing of the challenged products misstate the percent daily value of protein that is provided by each serving of the product; and (iii) that the Company has represented that the challenged products are “all-natural,” “organic,” or contain no “synthetic” ingredients when they in fact contain methylcellulose, an allegedly synthetic ingredient. The named plaintiffs of each complaint seek to represent classes of nationwide and/or state-specific consumers, and seek on behalf of the putative classes damages, restitution, and injunctive relief, among other relief. Additional complaints asserting these theories of liability are possible. Some lawsuits previously filed were voluntarily withdrawn or dismissed without prejudice, though they may be refiled. On November 14, 2022, the Company filed a motion with the Judicial Panel on Multidistrict Litigation to transfer and consolidate all pending class actions. No party opposed the motion, and the Panel held oral argument on the motion on January 26, 2023. The Panel granted the motion on February 1, 2023, consolidating the pending class action lawsuits and transferring them to Judge Sara Ellis in the Northern District of Illinois for pre-trial proceedings. On March 3, 2023, the court held the initial status conference. The court granted plaintiffs’ motion to appoint interim class counsel and set a briefing schedule on the Company’s anticipated motion to dismiss. On May 3, 2023, plaintiffs filed an amended consolidated complaint. The Company’s motion to dismiss was filed on June 5, 2023, and plaintiffs filed a brief in opposition on July 7, 2023. The Company’s reply in support of the motion to dismiss was filed on July 21, 2023. On February 22, 2024, the court issued an order granting in part and dismissing in part the Company’s motion to dismiss. The parties have until March 5, 2024, to submit a joint status report, including a date by which the plaintiffs intend to file an amended complaint, if applicable, a proposed briefing schedule if the Company intends to file a motion to dismiss, and a proposed discovery schedule. The Company’s deadline to respond to the operative complaint is March 6, 2024. A telephonic status conference is set for March 12, 2024. The active lawsuits are: •Roberts v. Beyond Meat, Inc., No. 1:22-cv-02861 (N.D. Ill.) (filed May 31, 2022) •Cascio v. Beyond Meat, Inc., No. 1:22-cv-04018 (E.D.N.Y.) (filed July 8, 2022) •Miller v. Beyond Meat, Inc., No. 1:22-cv-06336 (S.D.N.Y.) (filed July 26, 2022) •Garcia v. Beyond Meat, Inc., No. 4:22-cv-00297 (S.D. Iowa) (filed September 9, 2022) •Borovoy v. Beyond Meat, Inc., No. 1:22-cv-06302 (N.D. Ill.) (filed September 30, 2022 in DuPage Co., Ill.; removed on Nov. 10, 2022) •Zakinov v Beyond Meat, Inc., No. 4:23-cv-00144 (S.D. Tex.) (filed January 13, 2023) The Company intends to vigorously defend against all remaining claims asserted in the complaints. Interbev In October 2020, Interbev, a French trade association for the livestock and meat industry sent a cease-and-desist letter to one of the Company’s contract manufacturers alleging that the use of “meat” and meat-related terms is misleading the French consumer. Despite the Company’s best efforts to reach a settlement, including a formal settlement proposal from the Company in March 2021, the association no longer responded. Instead, on March 13, 2022, the Company was served a summons by Interbev to appear before the Commercial Court of Paris. The summons alleges that the Company misleads the French consumer with references to e.g. “plant based meat,” “plant based burger” and related descriptive names, and alleges that the Company is denigrating meat and meat products. The relief sought by Interbev includes (i) changing the presentation of Beyond Meat products to avoid any potential confusion with meat products, (ii) publication of the judgment of the court in the media, and (iii) damages of EUR 200,000. On October 12, 2022, the Company submitted its brief in defense. On February 1, 2023, the French trade association submitted updated pleadings to the Commercial Court. The association maintains its position that the Company is misleading the consumer, and additionally alleges that it is engaging in unlawful comparative advertising of its products with respect to meat and meat products. The relief sought is unchanged. On May 24, 2023, the Company submitted its defense, strongly disputing these claims. In September 2023, the Company submitted a request to stay proceedings in the commercial litigation proceedings, pending the decision of the Court of Justice of the European Union (“CJEU”) in the administrative litigation case against the French Decree prohibiting meat names. On September 27, 2023, Interbev obtained an extension to submit a response to the Company. On October 25, 2023, Interbev submitted its response opposing the Company’s request to stay proceedings and asking that the written procedure of the case be closed. The Company responded on November 22, 2023, and Interbev submitted an additional reply on January 16, 2024. On January 31, 2024, the commercial court set March 20, 2024, as the date for a hearing on the decision to stay proceedings. The commercial litigation is expected to take at least another 12 months in the first instance, and at least 18 to 24 months if the stay is granted. If the Court rules against the Company, it could disrupt the Company’s ability to market in France. The Company intends to vigorously defend against these claims. On April 21, 2023, Interbev filed two actions before the European Union Intellectual Property Office to cancel the Company’s EU trademark registration for the Caped Steer logo. Interbev is seeking cancellation of the trademark, alleging that the trademark is invalid because it allegedly misleads the public about the nature and characteristics of the products offered under the mark. Interbev is also seeking cancellation on the basis of lack of genuine use, despite the fact that the mark is within the five-year grace period where it cannot be challenged for lack of use. On July 7, 2023, the Company submitted its responses to these actions, strongly disputing these claims and defending its use of the Caped Steer logo. Interbev’s response regarding misleading use of the mark was filed on September 14, 2023, and the Company responded on November 17, 2023. Interbev’s response regarding the invalidity of the mark was filed in October 2023, and the Company responded on January 12, 2024. Decree prohibiting meat names On June 29, 2022, France adopted a Decree implementing a prohibition of June 2020 on the use of denominations used for foodstuffs of animal origin to describe, market or promote foodstuffs containing plant proteins (“Contested Decree”). The Contested Decree prohibited the use of meat names (such as “sausage” or “meatballs”) for plant-based products, from its date of entry into force on October 1, 2022. On July 27, 2022, the French High Administrative Court issued a temporary and partial suspension of the execution of the Contested Decree, in response to a motion filed by a French trade association. While the Court has not yet handed down a final decision on the merits, the suspension indicates that it has serious doubts as to the substantive lawfulness of the Contested Decree. However, the abrogation of the Contested Decree has made the procedure before the High Administrative Court without object. The Company does not believe that the Contested Decree complied with the laws of the European Union (EU), and in particular the principle of free movement of goods, nor with French rules requiring laws to be clear and accessible. On October 21, 2022, the Company filed a request for annulment of the Contested Decree before the French High Administrative Court. On November 16, 2022, the Company filed a voluntary intervention in the French trade association’s own application for annulment, to ensure that both the Company’s voice and strong EU law arguments were heard. On January 23, 2023, the French Ministry for the Economy responded to the Company’s request for annulment and intervention. The Ministry’s response made clear that it would enforce the Contested Decree as a blanket ban on the use of all “meaty” names for plant-based products in France. On April 20, 2023, a number of plant-based companies voluntarily filed interventions in support of the Company’s case. On July 12, 2023, the French High Administrative Court issued an intermediate judgment in the proceedings against the French meaty names ban. The Court held that there were a number of difficulties interpreting EU law, which will be decisive for the resolution of the case. For that reason, the French High Administrative Court referred the case to the CJEU, which is the highest court in the EU and can issue a legally binding interpretation of EU law valid in all 27 EU member states, including France. The French High Administrative Court is bound to follow judgments of the CJEU. The procedure before the CJEU started on August 22, 2023, and the Company filed its submission on October 31, 2023. On January 15, 2024, the CJEU closed the written procedure. The period to request an oral hearing closed on February 5, 2024, and the CJEU must now decide whether an oral hearing is necessary in these proceedings. The entire procedure is now without object, as France repealed the Contested Decree. The judgment of the CJEU would have been determinative as to whether the Contested Decree’s ban on meat names for plant-based foods was lawful, or not, under EU law. The judgment of the CJEU would have also set a precedent on the naming of plant-based foods for all other EU member states, which would have significantly disrupted or facilitated the operations of the Company and the entire plant-based protein industry in France and across the EU. On August 23, 2023, France published a proposal for a new decree replacing the Contested Decree (“New Decree”). The New Decree has removed some of the Contested Decree’s most open-ended language, but essentially maintains the prohibition on meaty names for plant-based proteins. The New Decree was subject to administrative review procedure by the European Commission (the EU’s executive body) and the EU member states other than France. The six-months standstill period under that procedure ended on February 23, 2024. The Company supported plant-based protein trade associations against the New Decree. On February 26, 2024, the New Decree was adopted. It will enter into force on May 27, 2024. The New Decree abrogates the Contested Decree and makes the current proceedings before the CJEU and the pending proceedings before the French High Administrative Court without object. Thus, the Company or the plant-based protein trade associations may need to initiate new proceedings before the French High Administrative Court and the CJEU against the New Decree. The Company maintains its position that the Contested Decree was, and the New Decree is illegal under French and EU law. It will continue to defend against prohibitions on meaty names, among others through plant-based protein trade associations. The Company is involved in various other legal proceedings, claims, and litigation arising in the ordinary course of business. Based on the facts currently available, the Company does not believe that the disposition of such matters that are pending or asserted will have a material effect on its financial statements.

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Components of lease

Lease costs for operating and finance leases:


		December 31,
(in thousands)	Statement of Operations Location	2023		2022
Operating lease cost:
Lease cost	Cost of goods sold	$	1,625	$	1,688
Lease cost	Research and development expenses	9,396		3,972
Lease cost	Selling, general and administrative expenses	2,621		1,430
Variable lease cost(1)	Cost of goods sold	233		204
Variable lease cost(1)	Research and development expenses	119		333
Variable lease cost(1)	Selling, general and administrative expenses	2,742		1,920
Operating lease cost		$	16,736	$	9,547
Short- term lease cost:
Short-term lease cost	Cost of goods sold	$	84	$	14
Short-term lease cost	Research and development expenses	152		60
Short-term lease cost	Selling, general and administrative expenses	228		406
Short-term lease cost		464		480
Finance lease cost:
Amortization of right-of use assets	Cost of goods sold	$	204	$	203
Amortization of right-of use assets	Research and development expenses	15		4
Interest on lease liabilities	Interest expense	21		22
Variable lease cost(1)	Cost of goods sold	10		—
Finance lease cost		$	250	$	229
Total lease cost		$	17,450	$	10,256

____________

(1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs.

Weighted average remaining lease terms and weighted average discount rates were:


	December 31, 2023
	Operating Leases		Finance Leases
Weighted average remaining lease term (years)	14.1		2.6
Weighted average discount rate	6.9	%	3.7	%

Schedule of supplemental balance sheet information

Supplemental balance sheet information:


		December 31,
(in thousands)	Balance Sheet Location	2023		2022
Assets
Operating leases	Operating lease right-of-use assets	$	130,460	$	87,595
Finance leases, net	Property, plant and equipment, net	461		688
Total lease assets		$	130,921	$	88,283

Liabilities
Current:
Operating lease liabilities	Current portion of operating lease liabilities	$	3,677	$	3,812
Finance lease liabilities	Accrued expenses and other current liabilities	196		224
Long-term:
Operating lease liabilities	Operating lease liabilities, net of current portion	75,648		55,854
Finance lease liabilities	Finance lease obligations and other long-term liabilities	274		469
Total lease liabilities		$	79,795	$	60,359

Schedule of future maturities of operating lease liabilities

The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of December 31, 2023:


	December 31, 2023
(in thousands)	Operating Leases		Finance Leases
2024	$	8,360	$	208
2025	8,073		178
2026	8,021		72
2027	8,168		37
2028	8,338		—
Thereafter	88,540		—
Total undiscounted future minimum lease payments	129,500		495
Less imputed interest	(50,175)		(25)
Total discounted future minimum lease payments	$	79,325	$	470

Schedule of future maturities of finance lease liabilities

The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of December 31, 2023:


	December 31, 2023
(in thousands)	Operating Leases		Finance Leases
2024	$	8,360	$	208
2025	8,073		178
2026	8,021		72
2027	8,168		37
2028	8,338		—
Thereafter	88,540		—
Total undiscounted future minimum lease payments	129,500		495
Less imputed interest	(50,175)		(25)
Total discounted future minimum lease payments	$	79,325	$	470

Schedule of supplemental cash flow information

Supplemental cash flow information:


	December 31,
(in thousands)	2023		2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	9,452	$	8,125
Operating lease right-of-use assets obtained in exchange for lease liabilities	36,400		37,245

Income Taxes - Schedule of unrecognized tax benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Gross unrecognized tax benefits at the beginning of the year	$ 10,326	$ 8,861
Increases related to current year positions	1,376	1,465
Increases/Decreases related to prior year positions	264	0
Expiration of unrecognized tax benefits	0	0
Gross unrecognized tax benefits at the end of the year	$ 11,966	$ 10,326

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net loss available to common stockholders	$ (338,144)	$ (366,137)	$ (182,105)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Stockholders’ (Deficit) Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders’ (Deficit) Equity

Upon the closing of the IPO, all outstanding shares of the Company’s convertible preferred stock automatically converted into 41,562,111 shares of common stock on a one-for-one basis. On May 6, 2019, the Company filed a Restated Certificate of Incorporation authorizing the Company to issue 500,000,000 shares of common stock, $0.0001 par value per share, and $500,000 shares of undesignated preferred stock, $0.0001 par value per share, with rights and preferences determined by the Company’s Board of Directors at the time of issuance of such shares.

On August 5, 2019, the Company completed its Secondary Offering of common stock, in which it sold 250,000 shares of common stock, $0.0001 par value.

As of December 31, 2023, the Company had 64,624,140 shares of common stock issued and outstanding. As of December 31, 2022, the Company had 63,773,982 shares of common stock issued and outstanding.

The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock.

Common Stock

Common stock reserved for future issuance consisted of the following:


	December 31,
	2023	2022
Equity incentive compensation awards granted and outstanding	5,888,077	4,993,246
Shares available for grant under the 2018 Equity Incentive Plan	8,230,500	7,848,832
Shares available for issuance under the Employee Stock Purchase Plan	2,948,715	2,412,585
Shares reserved for potential issuance under the Notes	8,234,230	8,234,230
Total common stock reserved for future issuance(1)	25,301,522	23,488,893

_________________

(1) Total common stock reserved for future issuance excludes shares that may be issued pursuant to the ATM Program discussed below.

Shelf Registration Statement

On May 10, 2023, the Company filed an automatically effective shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC, which allows the Company to sell, from time to time, and at its discretion, subject to the Company’s compliance with applicable laws and the applicable requirements of the Equity Distribution Agreement (as defined below), shares of its common stock having an aggregate offering price of up to $200.0 million pursuant to an “at the market” offering program (the “ATM Program”). The Company intends to use the net proceeds, if any, from sales of its common stock issued under the ATM Program for general corporate and working capital purposes. The timing of any sales and the number of shares sold, if any, will depend on a variety of factors to be determined by the Company.

The shares will be offered pursuant to an equity distribution agreement (the “Equity Distribution Agreement’) between the Company and Goldman Sachs & Co. LLC (“Goldman Sachs”), as sales agent. The Company will pay Goldman Sachs a commission equal to 3.25% of the aggregate gross proceeds of any shares sold through

Goldman Sachs pursuant to the Equity Distribution Agreement . The Company is not obligated to sell any shares under the Equity Distribution Agreement. As of December 31, 2023, no sales had been made under the Equity Distribution Agreement and the ATM Program’s full capacity remained available.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Leases - Components of lease (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lease Cost
Operating lease cost	$ 16,736	$ 9,547
Short-term lease cost	464	480
Interest on lease liabilities	21	22
Finance lease cost	250	229
Total lease cost	$ 17,450	10,256
Operating Leases
Weighted average remaining lease term (years)	14 years 1 month 6 days
Weighted average discount rate	6.90%
Finance Leases
Weighted average remaining lease term (years)	2 years 7 months 6 days
Weighted average discount rate	3.70%
Cost of goods sold
Lease Cost
Operating lease cost:	$ 1,625	1,688
Variable lease cost	233	204
Short-term lease cost	84	14
Amortization of right-of use assets	204	203
Variable lease cost	10	0
Research and development expenses
Lease Cost
Operating lease cost:	9,396	3,972
Variable lease cost	119	333
Short-term lease cost	152	60
Amortization of right-of use assets	15	4
Selling, general and administrative expenses
Lease Cost
Operating lease cost:	2,621	1,430
Variable lease cost	2,742	1,920
Short-term lease cost	$ 228	$ 406

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (338,144)	$ (366,137)	$ (182,105)
Other comprehensive loss, net of tax:
Foreign currency translation loss, net of tax	(447)	(4,249)	(2,301)
Comprehensive loss, net of tax	$ (338,591)	$ (370,386)	$ (184,406)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Net revenues	$ 343,376	$ 418,933	$ 464,700
Cost of goods sold	426,031	442,676	347,419
Gross (loss) profit	(82,655)	(23,743)	117,281
Research and development expenses	39,530	62,264	66,946
Selling, general and administrative expenses	220,344	239,505	209,474
Restructuring (income) expenses	(631)	17,259	15,794
Total operating expenses	259,243	319,028	292,214
Loss from operations	(341,898)	(342,771)	(174,933)
Other income (expense), net:
Interest expense	(3,955)	(3,966)	(3,648)
Other, net	11,616	(420)	(487)
Total other income (expense), net	7,661	(4,386)	(4,135)
Loss before taxes	(334,237)	(347,157)	(179,068)
Income tax expense	5	32	60
Equity in losses of unconsolidated joint venture	3,902	18,948	2,977
Net loss	$ (338,144)	$ (366,137)	$ (182,105)
Net loss per share available to common stockholders—basic (in dollars per share)	$ (5.26)	$ (5.75)	$ (2.88)
Net loss per share available to common stockholders—diluted (in dollars per share)	$ (5.26)	$ (5.75)	$ (2.88)
Weighted average common shares outstanding—basic (in shares)	64,300,099	63,622,432	63,172,368
Weighted average common shares outstanding—diluted (in shares)	64,300,099	63,622,432	63,172,368

Stockholders’ Deficit - Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding (in shares)	4,477,120	3,999,933	3,956,364	4,218,278
Total common stock reserved for future issuance (in shares)	25,301,522	23,488,893
Equity Incentive Compensation Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding (in shares)	5,888,077	4,993,246
2018 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance under the 2018 Equity Incentive plan (in shares)	8,230,500	7,848,832
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance under the 2018 Equity Incentive plan (in shares)	2,948,715	2,412,585
Notes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance under the 2018 Equity Incentive plan (in shares)	8,234,230	8,234,230

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 190,505	$ 309,922
Restricted cash, current	2,830	0
Accounts receivable, net	31,730	34,198
Inventory	130,336	235,696
Prepaid expenses and other current assets	12,904	20,700
Assets held for sale	4,539	5,943
Total current assets	372,844	606,459
Restricted cash, non-current	12,600	12,627
Property, plant and equipment, net	194,046	257,002
Operating lease right-of-use assets	130,460	87,595
Prepaid lease costs, non-current	61,635	85,472
Other non-current assets, net	1,192	10,744
Investment in unconsolidated joint venture	1,673	2,325
Total assets	774,450	1,062,224
Current liabilities:
Accounts payable	56,032	55,300
Accrued bonus	4,790	0
Current portion of operating lease liabilities	3,677	3,812
Accrued expenses and other current liabilities	9,855	16,729
Total current liabilities	74,354	75,841
Long-term liabilities:
Convertible senior notes, net	1,137,542	1,133,608
Operating lease liabilities, net of current portion	75,648	55,854
Finance lease obligations and other long term liabilities	274	469
Total long-term liabilities	1,213,464	1,189,931
Commitments and contingencies (Note 10)
Stockholders’ 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 authorized at December 31, 2023 and 2022; 64,624,140 and 63,773,982 shares issued and outstanding at December 31, 2023 and 2022, respectively	6	6
Additional paid-in capital	573,128	544,357
Accumulated deficit	(1,081,253)	(743,109)
Accumulated other comprehensive loss	(5,249)	(4,802)
Total stockholders’ deficit	(513,368)	(203,548)
Total liabilities and stockholders’ deficit	$ 774,450	$ 1,062,224

Inventories

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventories

Major classes of inventory were as follows:


	December 31,
(in thousands)	2023		2022
Raw materials and packaging	$	61,371	$	139,509
Work in process	37,329		37,001
Finished goods	31,636		59,186
Total	$	130,336	$	235,696

The Company wrote off $57.4 million, $22.6 million and $12.5 million in excess and obsolete inventories and recognized that expense in cost of goods sold in its consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021, respectively. The decrease in inventory in 2023 included $38.0 million in incremental provision for excess and obsolete inventory resulting from the Company’s Global Operations Review.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions TPP In connection with the Company’s investment in TPP, a joint venture with PepsiCo, Inc., the Company sold certain products directly to the joint venture. In the year ended December 31, 2022, the Company also entered into an agreement for a nonrefundable up-front fee associated with its manufacturing and supply agreement with TPP. As part of renegotiating certain contracts and changing operating activities related to Beyond Meat Jerky, in the first quarter of 2023, the Company recognized in full the remaining balance of this fee. See Note 10. Net revenues earned from TPP included in U.S. retail channel net revenues were $5.3 million, $33.5 million and $0 for the years ended December 31, 2023, 2022 and 2021, respectively. Accounts receivable from TPP were $0 and $0.4 million at December 31, 2023 and 2022, respectively. Unrecognized revenues associated with the up-front fee charged to TPP were $0 million and $2.0 million and included in "Accrued expenses and other current liabilities" in the Company's consolidated balance sheet as of December 31, 2023 and December 31, 2022, respectively. Donald Thompson In 2022, the Company entered into a Master Services Agreement with CA Consulting LLC, a restaurant, food tech and beverage consulting firm, led by Don Thompson, one of the former directors on the Company’s Board of Directors who served until the end of his term in May 2021, for strategic consulting services rendered by CA Consulting LLC. In 2021, the Company accrued $1.0 million in payment towards these consulting services and paid it in 2022. The Company did not incur any such costs in 2023 or 2022.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets:
Net operating loss (NOL)	$ 259,544	$ 198,358
Operating lease liability	31,227	20,659
Intangibles	10,113	7,189
Share-based compensation	10,540	8,746
Inventory provision	11,221	3,757
Other	11,796	11,087
Total gross deferred tax assets	334,441	249,796
Deferred Tax liabilities:
Operating lease right-of-use assets	30,480	20,497
Property, plant and equipment	4,740	4,805
Total gross deferred tax liabilities	35,220	25,302
Valuation allowance	299,221	224,494
Net deferred tax assets (liabilities)	$ 0	$ 0

Cover Page Document - USD ($) $ in Billions	12 Months Ended
Cover Page Document - USD ($) $ in Billions	Dec. 31, 2023	Feb. 28, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-38879
Entity Registrant Name	BEYOND MEAT, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-4087597
Entity Address, Address Line One	888 N. Douglas Street, Suite 100
Entity Address, City or Town	El Segundo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90245
City Area Code	866
Local Phone Number	756-4112
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	BYND
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 0.8
Entity Common Stock, Shares Outstanding		64,677,261
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement relating to its 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2023 are incorporated herein by reference in Part III where indicated.
Entity Central Index Key	0001655210
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ (305,035)	$ (290,765)	$ (155,810)
Foreign	(29,202)	(56,392)	(23,258)
Loss before taxes	$ (334,237)	$ (347,157)	$ (179,068)

Net Loss Per Share Available to Common Stockholders (“EPS”) - Schedule of basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss available to common stockholders	$ (338,144)	$ (366,137)	$ (182,105)
Undistributed net income available to unvested restricted stockholders	0	0	0
Net loss available to common stockholders—basic	(338,144)	(366,137)	(182,105)
Net loss available to common stockholders—basic	$ (338,144)	$ (366,137)	$ (182,105)
Denominator:
Weighted average common shares outstanding—basic (in shares)	64,300,099	63,622,432	63,172,368
Dilutive effect of Notes, if converted (in shares)	0	0	0
Weighted average common shares outstanding—diluted (in shares)	64,300,099	63,622,432	63,172,368
Basic (in dollars per share)	$ (5.26)	$ (5.75)	$ (2.88)
Convertible Debt
Denominator:
Debt, outstanding balance	$ 1,150,000	$ 1,150,000	$ 1,200,000
Restricted stock units
Denominator:
Dilutive effect (in shares)	0	0	0
Common Stock
Denominator:
Dilutive effect (in shares)	0	0	0

Leases - Schedule of future maturities of lease liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Operating Leases
2024	$ 8,360
2025	8,073
2026	8,021
2027	8,168
2028	8,338
Thereafter	88,540
Total undiscounted future minimum lease payments	129,500
Less imputed interest	(50,175)
Total discounted future minimum lease payments	79,325
Finance Leases
2024	208
2025	178
2026	72
2027	37
2028	0
Thereafter	0
Total undiscounted future minimum lease payments	495
Less imputed interest	(25)
Total discounted future minimum lease payments	$ 470

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of debt balances

The following is a summary of debt balances as of December 31, 2023 and December 31, 2022:


	December 31,
(in thousands)	2023		2022
0% Convertible senior notes	$	1,150,000	$	1,150,000




Debt issuance costs	(12,458)		(16,392)
Total debt outstanding	$	1,137,542	$	1,133,608
Less: current portion of long-term debt	—		—
Long-term debt	$	1,137,542	$	1,133,608

The following is a summary of the Company’s Notes as of December 31, 2023:


(in thousands)	Principal Amount		Unamortized Issuance Costs		Net Carrying Amount		Fair Value
							Amount		Leveling
0% Convertible senior notes due on March 15, 2027	$	1,150,000	$	12,458	$	1,137,542	$	195,500	Level 2

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482949/835-30-55-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480848/942-470-50-3

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-6

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Restructuring (Details) $ in Thousands		1 Months Ended	12 Months Ended
Restructuring (Details) $ in Thousands	Nov. 21, 2023 USD ($)	May 31, 2017 co-manufacturer	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring, termination of agreement, number of co-manufacturers \| co-manufacturer		1
Restructuring expenses	$ 4,400		$ (631)	$ 17,259	$ 15,794
Contract Termination
Restructuring Cost and Reserve [Line Items]
Accrued unpaid liabilities, contract termination			$ 0	$ 700

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Inventories - Schedule of major classes of inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials and packaging	$ 61,371	$ 139,509
Work in process	37,329	37,001
Finished goods	31,636	59,186
Total	$ 130,336	$ 235,696

Net Loss Per Share Available to Common Stockholders (“EPS”) (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of basic and diluted net loss per common share


(in thousands, except share and per share amounts)	Year Ended December 31,
	2023		2022		2021
Numerator:
Net loss available to common stockholders	$	(338,144)	$	(366,137)	$	(182,105)
Undistributed net income available to unvested restricted stockholders	—		—		—
Net loss available to common stockholders—basic	$	(338,144)	$	(366,137)	$	(182,105)
Denominator:
Weighted average common shares outstanding—basic	64,300,099		63,622,432		63,172,368
Dilutive effect of shares issuable under stock options	—		—		—
Dilutive effect of RSUs	—		—		—
Dilutive effect of share-settled obligation	—		—		—
Dilutive effect of Notes, if converted(1)	—		—		—
Weighted average common shares outstanding—diluted	64,300,099		63,622,432		63,172,368
Net loss per share available to common stockholders—basic	$	(5.26)	$	(5.75)	$	(2.88)

______________

(1) As the Company recorded a net loss in the years ended December 31, 2023, 2022 and 2021, inclusion of shares from the conversion premium or spread would be anti-dilutive. The Company had $1.2 billion and Notes outstanding during the year ended December 31, 2023, 2022 and 2021.

Schedule of antidilutive securities excluded from computation of earnings per share

The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share available to common stockholders for the periods presented because the impact of including them would have been antidilutive:


	Year Ended December 31,
	2023	2022		2021
Options to purchase common stock	4,477,120	3,999,933	FN 12, PY	3,956,364
Restricted stock units	1,411,310	993,313	FN 12, PY	608,175


Total	5,888,430	4,993,246		4,564,539

Property, Plant and Equipment - Summary of property, plant, and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Finance leases	$ 1,086	$ 1,093
Total property, plant and equipment	286,251	337,413
Less: accumulated depreciation and amortization	92,205	80,411
Property, plant and equipment, net	194,046	257,002
Manufacturing equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	165,028	171,532
Research and development equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	19,594	16,948
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	23,898	22,740
Buildings
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	22,813	22,675
Software
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	3,568	2,377
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	1,079	866
Vehicles
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	584	584
Land
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	5,478	5,446
Assets not yet placed in service
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 43,123	$ 93,152

Share-Based Compensation - Schedule of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Stock Options
Outstanding, beginning balance (in shares)	3,999,933	3,956,364	4,218,278
Granted (in shares)	1,234,905	841,630	475,520
Exercised (in shares)	(216,144)	(223,175)	(485,016)
Canceled/Forfeited (in shares)	(541,574)	(574,886)	(252,418)
Outstanding, ending balance (in shares)	4,477,120	3,999,933	3,956,364	4,218,278
Vested and exercisable (in shares)	3,113,971
Vested and expected to vest (in shares)	4,228,365
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 25.58	$ 27.04	$ 21.2
Granted (in dollars per share)	15.89	38.93	91.42
Exercised (in dollars per share)	0.79	7.28	16.76
Canceled/Forfeited (in dollars per share)	34.34	62.29	70.41
Outstanding, ending balance (in dollars per share)	23.04	$ 25.58	$ 27.04	$ 21.2
Vested and exercisable (in dollars per share)	23.25
Vested and expected to vest (in dollars per share)	$ 23.37
Weighted Average Remaining Contractual Life (Years)
Weighted average remaining contractual life, outstanding	5 years 4 months 24 days	5 years 3 months 18 days	5 years 10 months 24 days	6 years 7 months 6 days
Weighted average remaining contractual life, vested and exercisable	3 years 10 months 24 days
Weighted average remaining contractual life, vested and expected to vest	5 years 2 months 12 days
Aggregate Intrinsic Value
Outstanding, beginning balance	$ 20,712	$ 180,302	$ 443,595
Exercised	3,646	7,026	51,901
Outstanding, ending balance	12,915	$ 20,712	$ 180,302	$ 443,595
Vested and exercisable	12,477
Vested and expected to vest	$ 12,656

Share-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

In 2019, the Company’s 2011 Equity Incentive Plan (the “2011 Plan”) was amended, restated and re-named the 2018 Equity Incentive Plan (“2018 Plan”). The shares available for issuance under the 2011 Plan were added to the shares reserved for issuance under the 2018 Plan.

The 2018 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units, and performance shares to the Company’s employees, directors, and consultants. As of December 31, 2023, the maximum aggregate number of shares that may be issued under the 2018 Plan was 23,060,440 shares of the Company’s common stock. In addition, the number of shares reserved for issuance under the 2018 Plan will be increased automatically on the first day of each fiscal year beginning with the 2020 fiscal year, by a number equal to the least of: (i) 2,144,521 shares; (ii) 4.0% of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such number of shares determined by the Company’s Board of Directors. As of January 1, 2024, the maximum aggregate number of shares that may be issued under the 2018 Plan increased to 25,204,961 shares.

The 2018 Plan may be amended, suspended or terminated by the Company’s Board of Directors at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the 2018 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Company’s Board of Directors, the 2018 Plan will automatically terminate on November 14, 2028.

The following table summarizes the shares available for grant under the 2018 Plan:


			Shares Available for Grant
Balance - December 31, 2022			7,848,832
Authorized			2,144,521
Granted			(2,726,719)
Shares withheld to cover taxes			38,679
Forfeited			925,187
Balance - December 31, 2023			8,230,500

As of December 31, 2023 and 2022, there were 4,477,120 and 3,999,933 shares, respectively, issuable under stock options outstanding, 1,411,310 and 993,313 shares, respectively, issuable under unvested RSUs outstanding, and 9,048,906 and 8,145,769 shares, respectively, issued for stock option exercises, RSU settlement and restricted stock grants, and 8,230,500 and 7,848,832 shares, respectively, available for grant under the 2018 Plan.

Stock Options

Following are the assumptions used in the Black-Scholes valuation model for options granted during the periods shown below:


	Year Ended December 31,
	2023	2022	2021
Risk-free interest rate	4.2%	2.3%	1.4%
Average expected term (years)	7.0	7.0	7.0
Expected volatility	55.2%	55.0%	55.7%
Dividend yield	—	—	—

•Risk-Free Interest Rate: The yield on actively traded non-inflation indexed US Treasury notes with the same maturity as the expected term of the underlying options was used as the average risk-free interest rate.

•Expected Term: As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the Company’s expected term is based on the simplified method, generally calculated as the mid-point between the vesting date and the end of the contractual term.

•Expected Volatility: As the Company has only been a public entity since May 2, 2019, there is not a substantive share price history to calculate volatility and, as such, the Company has elected to use an average based on the volatility of other comparable public companies, which compete directly with the Company, along with the Company’s own volatility over the expected term of the options.

•Dividend Yield: The Company has not issued regular dividends on common shares in the past nor does the Company expect to issue dividends in the future.

Forfeiture Rate: The Company estimates the forfeiture rate at the time of grant based on past awards canceled, the number of awards granted, and vesting terms and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The cumulative effect on current and prior periods of a change in the estimated number of awards likely to vest is recognized in compensation cost in the period of the change.

The 2018 Plan generally provides that the Board of Directors may set the vesting schedule applicable to grants approved under the 2018 Plan. The Company has not granted equity awards with performance-based vesting conditions.

Option grants to new and continuing employees in 2023 and 2022, and to new employees in 2021, generally vest 25% of the total award on the first anniversary of the vesting commencement date, and thereafter ratably vesting monthly over the remaining three-year period, subject to continued employment through the vesting date. Option grants to continuing employees in 2021 generally vest monthly over a 48-month period, subject to continued employment through the vesting date. Option grants to certain continuing employees in 2021 vest every six months over two years, subject to continued employment through the vesting date. An option grant to one executive officer in 2021 vested over three months from the vesting commencement date.

The following table summarizes the Company’s stock option activity during the period from December 31, 2020 through December 31, 2023:


	Number of Stock Options	Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)(1)




Outstanding at December 31, 2020	4,218,278	$	21.2		6.6		$	443,595
Granted	475,520	$	91.42		—		$	—
Exercised	(485,016)	$	16.76		—		$	51,901
Canceled/Forfeited	(252,418)	$	70.41		—		$	—
Outstanding at December 31, 2021	3,956,364	$	27.04		5.9		$	180,302
Granted	841,630	$	38.93		—		$	—
Exercised	(223,175)	$	7.28		—		$	7,026
Canceled/Forfeited	(574,886)	$	62.29		—		$	—
Outstanding at December 31, 2022	3,999,933	$	25.58		5.3		$	20,712
Granted	1,234,905	$	15.89		—		$	—
Exercised	(216,144)	$	0.79		—		$	3,646
Canceled/Forfeited	(541,574)	$	34.34		—		$	—
Outstanding at December 31, 2023	4,477,120	$	23.04	FN 9.3	5.4	FN 9.3	$	12,915
Vested and exercisable at December 31, 2023	3,113,971	$	23.25		3.9		$	12,477
Vested and expected to vest at December 31, 2023	4,228,365	$	23.37		5.2		$	12,656

__________

(1) Aggregate intrinsic value is calculated as the difference between the value of common stock on the transaction date and the exercise price multiplied by the number of shares issuable under the stock option. Aggregate intrinsic value of shares outstanding at the beginning and end of the reporting period is calculated as the difference between the value of common stock on the beginning and end dates, respectively, and the exercise price multiplied by the number of shares outstanding.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded in aggregate $10.8 million, $14.5 million and $13.3 million, respectively, of share-based compensation expense related to options. The share-based compensation expense is included in cost of goods sold, research and development expenses and SG&A expenses in the Company’s consolidated statements of operations.

As of December 31, 2023, there was $13.8 million in unrecognized compensation expense related to nonvested stock option awards which is expected to be recognized over a weighted average vesting period of 1.3 years.

Restricted Stock Units

RSU grants to new employees in the year ended December 31, 2023, 2022 and 2021 generally vest 25% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining three years of the award, subject to continued employment through the vesting date.

RSU grants to certain continuing employees in the year ended December 31, 2023 vest: (i) 25% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining three years of the award; (ii) 25% of the total award each quarter over four quarters; or (iii) 50% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining four quarters of the award, each subject to continued employment through the vesting date.

RSU grants to certain continuing employees in the year ended December 31, 2022 vest 50% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining four quarters of the award, subject to continued employment through the vesting date. RSU grants to certain continuing employees in the year ended December 31, 2022 vest 25% of the total award each quarter over four quarters, subject to continued employment through the vesting date. An RSU grant to one executive officer in the year ended December 31, 2022 vested 100% over three months from the vesting commencement date. RSU grants to two executive officers in the year ended December 31, 2022 vest quarterly over four and eight quarters, respectively, subject to continued employment through the vesting date.

RSU grants in the year ended December 31, 2021 include fully vested RSUs granted to an executive officer issued in settlement of the obligation discussed below under Share-Settled Obligation. RSU grants to continuing employees in the year ended December 31, 2021 generally vest quarterly over 16 quarters, subject to continued employment through the vesting date. In the year ended December 31, 2021, one RSU grant granted to continuing employees vests every 6 months over a two-year period, subject to continued employment through the vesting date.

Annual RSU grants to directors on the Company’s Board of Directors (the “Board”) in 2023, 2022 and 2021 vest monthly over a one-year period and RSU grants to new directors on the Board vest monthly over a three-year period, each subject to continued service through the vesting date. RSU grants to consultants and non-employee brand ambassadors in 2023, 2022 and 2021 have a variety of different vesting schedules.

The following table summarizes the Company’s RSU activity from December 31, 2020 through December 31, 2023:


	Number of Units	Weighted Average Grant Date Fair Value Per Unit




Unvested at December 31, 2020	275,989	$	114.99
Granted	562,909	$	86.00
Vested	(120,599)	$	123.10
Canceled/Forfeited	(110,124)	$	—
Unvested at December 31, 2021	608,175	$	89.00
Granted	1,102,071	$	29.12
Vested	(200,932)	$	88.20
Canceled/Forfeited	(516,001)	$	—
Unvested at December 31, 2022	993,313	$	35.98
Granted	1,491,814	$	14.67
Vested	(690,557)	$	28.38
Canceled/Forfeited	(383,260)	$	27.00
Unvested at December 31, 2023	1,411,310	$	19.60

During the years ended December 31, 2023, 2022 and 2021, the Company recorded in aggregate $18.3 million, $19.4 million and $12.6 million, respectively, of share-based compensation expense related to RSUs. The share-based compensation expense is included in cost of goods sold, research and development expense and SG&A expenses in the Company’s consolidated statements of operations.

As of December 31, 2023, there was $17.5 million in unrecognized compensation expense related to nonvested RSUs which is expected to be recognized over a weighted average vesting period of 1.3 years.

Share-Settled Obligation

Share-based compensation expense in 2021 includes $1.5 million, for a liability classified, share-settled obligation to an executive officer related to a sign-on award pursuant to the terms of the executive officer’s offer letter. The share-based compensation expense related to this share-settled obligation is included in SG&A expenses in the Company’s consolidated statements of operations. There was no share-based compensation expense related to the share-settled obligation in 2023 or 2022.

The Company was obligated to deliver a variable number of shares based on a fixed monetary amount on the first annual anniversary of the executive officer’s commencement date and on each quarterly anniversary thereafter through the second annual anniversary. The liability classified award was considered unearned until the requirements for issuance of the shares were met.

In 2021, two quarterly tranches related to this obligation were earned, and the Company delivered to the executive officer 20,872 fully vested RSUs with a settlement date fair value of $2.5 million. The executive officer separated from the Company effective August 27, 2021. As a result, the fourth quarterly tranche was unearned and canceled. As of December 31, 2023 and 2022, there was no accrued unrecognized compensation expense related to this share-settled obligation in “Accrued expenses and other current liabilities” in the Company’s consolidated balance sheet. Financing activities in the statement of cash flows for the years ended December 31, 2023, 2022 and 2021 include $0, $0 and $2.5 million, respectively, non-cash reclassification of the share-settled obligation from “Other current liabilities” to “Additional paid-in capital.”

Restricted Stock to Nonemployees

In 2023, 2022 and 2021, the Company issued no restricted stock.

The following table summarizes the Company’s restricted stock activity:


	Number of Shares of Restricted Stock	Weighted Average Remaining Contractual Life (Years)	Weighted Average Grant Date Fair Value Per Share
Unvested at December 31, 2020	12,184	0.3	20.02
Granted	—	—	—
Vested/Released	(12,184)	—	20.02
Canceled/Forfeited	—	—	—
Unvested at December 31, 2021	—	—	—

During the years ended December 31, 2023, 2022 and 2021, the Company recorded in aggregate $0, $0 and $0.2 million, respectively, of share-based compensation expense related to restricted stock issued to nonemployee brand ambassadors, which is included in SG&A expenses in the Company’s consolidated statements of operations.

As of December 31, 2023, there was $0 in unrecognized compensation expense related to nonvested restricted stock.

Employee Stock Purchase Plan

On November 15, 2018, the Company’s Board of Directors adopted its 2018 Employee Stock Purchase Plan (“2018 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on April 30, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2018 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2018 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423

component for non-U.S. employees and certain non-U.S. service providers. As of December 31, 2023, the Company has reserved 2,948,715 shares of common stock for issuance under the 2018 ESPP. In addition, the number of shares reserved for issuance under the 2018 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years, starting with the 2020 fiscal year, by a number equal to the least of: (i) 536,130 shares; (ii) 1.0% of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Company’s Board of Directors. As of January 1, 2024, the maximum aggregate number of shares that may be issued under the 2018 ESPP increased to 3,484,845 shares. The 2018 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The administrator has not yet approved an offering under the 2018 ESPP.

Stockholders’ Deficit (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consisted of the following:


	December 31,
	2023	2022
Equity incentive compensation awards granted and outstanding	5,888,077	4,993,246
Shares available for grant under the 2018 Equity Incentive Plan	8,230,500	7,848,832
Shares available for issuance under the Employee Stock Purchase Plan	2,948,715	2,412,585
Shares reserved for potential issuance under the Notes	8,234,230	8,234,230
Total common stock reserved for future issuance(1)	25,301,522	23,488,893

_________________

(1) Total common stock reserved for future issuance excludes shares that may be issued pursuant to the ATM Program discussed below.

Share-Based Compensation - Narrative (Details)	12 Months Ended
Share-Based Compensation - Narrative (Details)	Dec. 31, 2023 USD ($) officer shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) tranche shares	Jan. 01, 2024 shares	Jan. 01, 2023 shares	Dec. 31, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding (in shares)	4,477,120	3,999,933	3,956,364			4,218,278
Total	5,888,430	4,993,246	4,564,539
Shares issued (in shares)	9,048,906	8,145,769
Number of traches \| tranche			2
Reclassification of other current liability to additional paid-in capital in connection with the share-settled obligation \| $	$ 0	$ 0	$ 2,535,000
Number of executive officers \| officer	1
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued, unvested (in shares)	1,411,310	993,313	608,175			275,989
Total	993,313
Share-based compensation expense \| $	$ 18,300,000	$ 19,400,000	$ 12,600,000
Unrecognized compensation expense, period of recognition	1 year 3 months 18 days
Granted (in shares)	1,491,814	1,102,071	562,909
Unrecognized share-based compensation expense \| $	$ 17,500,000
Vested (in shares)	690,557	200,932	120,599
Restricted stock units \| Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years	4 years
Restricted stock units \| Employee \| Continuing Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	50.00%
Vesting period	2 years
Vesting interval period	6 months
Granted (in shares)		1
Restricted stock units \| Employee \| Executive Officer One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Restricted stock units \| Employee \| Executive Officer Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Restricted stock units \| Employee \| Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Restricted stock units \| Employee \| New Board Of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Restricted stock units \| First Anniversary \| Employee \| New Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%	25.00%	25.00%
Restricted stock units \| Thereafter \| Employee \| New Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years	3 years	3 years
Options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense \| $	$ 10,800,000	$ 14,500,000	$ 13,300,000
Unrecognized compensation expense \| $	$ 13,800,000
Unrecognized compensation expense, period of recognition	1 year 3 months 18 days
Options to purchase common stock \| Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		48 months	48 months
Options to purchase common stock \| Employee \| Continuing Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Vesting interval period	6 months
Options to purchase common stock \| Employee \| Executive Chair
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 months
Options to purchase common stock \| First Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%	25.00%	25.00%
Options to purchase common stock \| Thereafter
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense accrued, not issued \| $	$ 0	$ 0	$ 1,500,000
Vested (in shares)			20,872
Accrued unrecognized compensation expense \| $	$ 0	$ 0
Reclassification of other current liability to additional paid-in capital in connection with the share-settled obligation \| $			$ 2,500,000
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued, unvested (in shares)			0			12,184
Shares issued (in shares)	0	0
Share-based compensation expense \| $	$ 0	$ 0	$ 200,000
Granted (in shares)			0
Unrecognized share-based compensation expense \| $	$ 0
Vested (in shares)			12,184
2018 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance (in shares)					23,060,440
Additional shares authorized annually (in shares)	2,144,521
Percent of common stock outstanding, per year	4.00%
2018 Plan \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance (in shares)				25,204,961
2018 ESPP \| Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance (in shares)					2,948,715
Additional shares authorized annually (in shares)	536,130
Percent of common stock outstanding, per year	1.00%
Period of additional shares authorized	10 years
2018 ESPP \| Employee Stock \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance (in shares)				3,484,845

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

The Company records property, plant, and equipment at cost and includes finance lease assets in “Property, plant and equipment, net” in its consolidated balance sheets. A summary of property, plant, and equipment as of December 31, 2023 and 2022, is as follows:


	December 31,
(in thousands)	2023		2022
Manufacturing equipment	$	165,028	$	171,532
Research and development equipment	19,594		16,948
Leasehold improvements	23,898		22,740
Building	22,813		22,675
Finance leases	1,086		1,093
Software	3,568		2,377
Furniture and fixtures	1,079		866
Vehicles	584		584
Land	5,478		5,446
Assets not yet placed in service	43,123		93,152
Total property, plant and equipment	$	286,251	$	337,413
Less: accumulated depreciation and amortization	92,205		80,411
Property, plant and equipment, net	$	194,046	$	257,002

Depreciation and amortization expense in 2023, 2022 and 2021 was $48.1 million, $32.6 million and $21.7 million, respectively. Of the total depreciation and amortization expense in 2023, 2022 and 2021, $44.5 million, $28.0 million and $17.7 million, respectively, were recorded in cost of goods sold, $2.8 million, $4.0 million and $3.7 million, respectively, were recorded in research and development expenses, and $0.8 million, $0.6 million and $0.3 million, respectively, were recorded in SG&A expenses, in the Company’s consolidated statements of operations.

During the first quarter of 2023, the Company completed a reassessment of the useful lives of its large manufacturing and research and development equipment, and determined that the Company should increase the estimated useful lives for certain of its equipment from a range of 5 to 10 years a uniform 10 years. The timing of this reassessment was based on a combination of factors accumulating over time, including historical useful life information and changes in the Company’s planned use of the equipment, that provided the Company with updated information that allowed it to make a better estimate of the economic lives of such equipment. This reassessment was accounted for as a change in accounting estimate and was made on a prospective basis effective January 1, 2023. This change in accounting estimate decreased depreciation expense in 2023 by $21.0 million, impacting cost of goods sold and research and development expenses by $19.0 million and $2.0 million, respectively, and decreased both basic and diluted net loss per share available to common stockholders by $0.33.

The Company had $4.5 million and $5.9 million in property, plant and equipment concluded to meet the criteria for assets held for sale as of December 31, 2023 and 2022, respectively. In the year ended December 31, 2023, a $3.8 million note receivable that was previously recorded for assets sold was written off as uncollectible. The note receivable was included in “Other non-current assets, net” in the Company’s consolidated balance sheet at December 31, 2022.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated.

Fiscal Year

The Company operates on a fiscal calendar year, and each interim quarter is comprised of one 5-week period and two 4-week periods, with each week ending on a Saturday. The Company’s fiscal year always begins on January 1 and ends on December 31. As a result, the Company’s first and fourth fiscal quarters may have more or fewer days included than a traditional 91-day fiscal quarter.

Segment Information

The Company has one operating segment and one reportable segment, as the Company’s chief operating decision maker, who is the Company’s Chief Executive Officer, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.

Management’s Use of Estimates and Change in Accounting Estimate

Management’s Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates made by the Company include trade promotion accruals; useful lives of property, plant and equipment; valuation of fixed assets; valuation of deferred tax assets; valuation of inventory; incremental borrowing rate used to determine operating lease right-of-use assets and operating lease liabilities; assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting right-of-use assets and lease liabilities; the valuation of the fair value of stock options used to determine share-based compensation expense; and loss contingency accruals in connection with claims, lawsuits and administrative proceedings. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates and such differences may be material to the financial statements.

Change in Accounting Estimate

During the first quarter of 2023, the Company completed a reassessment of the useful lives of its large manufacturing equipment and research and development equipment, and determined that the Company should

increase the estimated useful lives for certain of its equipment from a range of 5 to 10 years to a uniform 10 years. This reassessment was accounted for as a change in accounting estimate and was made on a prospective basis effective January 1, 2023. See Note 6.

Comprehensive Loss

Comprehensive loss includes unrealized gains (losses) on the Company’s foreign currency translation adjustments for the years ended December 31, 2023, 2022 and 2021. Income taxes on the unrealized losses are not material.

Convertible Senior Notes and Issuance Costs

Convertible Senior Notes

On March 5, 2021, the Company issued $1.0 billion aggregate principal amount of its 0% Convertible Senior Notes due 2027 (the “Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. On March 12, 2021, the initial purchasers of the Convertible Notes exercised their option to purchase an additional $150.0 million aggregate principal amount of the Company’s 0% Convertible Senior Notes due 2027 (the “Additional Notes”, and together with the Convertible Notes, the “Notes”), and such Additional Notes were issued on March 16, 2021. See Note 7. The Company accounts for the Notes under Accounting Standards Update (“ASU”) No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity” (ASU 2020-06”), which the Company early adopted in the first quarter of 2021 concurrent with the issuance of the Notes. The Company records the Notes in “Long-term liabilities” at face value net of issuance costs. If any of the conditions to the convertibility of the Notes is satisfied, or the Notes become due within one year, then the Company may be required under applicable accounting standards to reclassify the liability carrying value of the Notes as a current, rather than a long-term, liability.

Issuance Costs

Issuance costs related to the Notes offering were capitalized and offset against proceeds from the Notes. Issuance costs consist of legal and other costs related to the issuance of the Notes and are amortized to interest expense over the term of the Notes. Total issuance costs capitalized in the year ended December 31, 2021 were approximately $23.6 million, of which none remained unpaid as of December 31, 2021. There were $12.5 million and $16.4 million in unamortized issuance costs related to the Notes as of December 31, 2023 and 2022, respectively.

Capped Call Transactions

Capped call transactions cover the aggregate number of shares of the Company’s common stock that will initially underlie the Notes, and generally reduce potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company may make in excess of the principal amount of the converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the capped call transactions. The Company determined that the freestanding capped call option contracts qualify as equity under the accounting guidance on indexation and equity classification, and recognized the contract by recording an entry to “Additional paid-in capital” (“APIC”) in stockholders’ equity in its consolidated balance sheet. The Company also determined that the capped call option contracts meet the definition of a derivative under Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging” (“ASC 815”), but are not required to be accounted for as a derivative as they meet the scope exception outlined in ASC 815. Instead the capped call options are recorded in APIC and not remeasured.

Foreign Currency

The Company’s foreign entities use their local currency as the functional currency. For these entities, the Company translates net assets into U.S. dollars at period end exchange rates, while revenue and expense accounts are translated at average exchange rates prevailing during the periods being reported. Resulting currency translation adjustments are included in “Accumulated other comprehensive income” and foreign currency transaction gains and losses are included in “Other, net.” Transaction gains and losses on long-term intra-entity transactions are recorded as a component of “Other comprehensive loss.” Transactions denominated in a currency other than the reporting entity’s functional currency may give rise to transaction gains and losses that impact the Company’s results of operations.

Fair Value of Financial Instruments

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. The Company’s convertible notes are carried at face value less the unamortized debt issuance costs (see Note 7).

The Company had no financial instruments measured at fair value on a recurring basis as of December 31, 2023 or 2022.

Cash and Cash Equivalents, Restricted Cash

Cash and Cash Equivalents

The Company maintains cash balances at two financial institutions in the United States. The cash balances may, at times, exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation or FDIC up to $250,000. The Company considers all highly liquid investments with original maturity dates of 90 days or less to be cash equivalents. Cash equivalents include approximately 82% in money market accounts and approximately 18% in demand deposits.

Restricted Cash

Accounts Receivable

The Company records accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any anticipated losses on the accounts receivable balances and recorded in allowance for doubtful accounts. Allowance for doubtful accounts is calculated based on the Company’s history of write-offs, level of past due accounts, and relationships with and economic status of the Company’s distributors or customers.

Inventories and Cost of Goods Sold

Inventories are recorded at lower of cost or net realizable value. The Company accounts for inventory using the weighted average cost method. In addition to product cost, inventory costs include expenditures such as direct labor and certain supply and overhead expenses including in-bound shipping and handling costs incurred in bringing the inventory to its existing condition and location. Inventories are comprised primarily of raw materials, direct labor and overhead costs. Weighted average cost method is used to absorb raw materials, direct labor, and overhead into inventory. The Company reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on historical and forecasted demand, estimated shelf life of various raw materials and packaging, work in process and finished goods inventory, as well as the age of the inventory, among other factors.

Inventories and Cost of Goods Sold

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation and are depreciated using the straight-line method over the following estimated useful lives:


Land						Not amortized
Buildings						30 years
Leasehold improvements						Shorter of lease term or estimated useful life
Furniture and fixtures						3 years
Manufacturing equipment(1)						5 to 10 years
Research and development equipment(1)						5 to 10 years
Software and computer equipment						3 years
Vehicles						5 years

____________

Leasehold improvements are depreciated on a straight-line basis over the lesser of the estimated useful life of the asset or the remaining lease term. When assets are sold or retired, the asset and related accumulated depreciation are removed from the respective account balances. Any gain or loss from sale of the asset is included in selling, general, and administrative expenses. Any loss on accelerated deprecation on planned write-off and disposal of the asset is included in either cost of goods sold, research and development expenses, or selling, general and administrative expenses, depending on the nature of the asset. Expenditures for repairs and maintenance are charged directly to expense when incurred.

Assets held for sale

Assets Held For Sale

The Company classifies long-lived assets determined to be sold as held for sale in the period in which all specified GAAP criteria are met. The Company initially measures assets classified as held for sale at the lower of its carrying value or fair value less costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met and are recorded in selling, general, and administrative expenses. The estimated fair value are typically based on appraisals or offers from prospective buyers.

In connection with Global Operations Review the Company identified certain manufacturing equipment that were no longer required for its future operations. Upon valuation of these assets by an independent third party, the assets that were determined to be not salable were fully depreciated during the period. The assets that were determined salable were recorded in “Assets held for sale” in the Company’s consolidated balance sheet at the lower of its carrying value or fair value less costs to sell.

Impairment of Long-Lived Assets

Long-lived assets, including property and equipment, are reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. When events or circumstances indicate that impairment may be present, management evaluates the probability that future undiscounted net cash flows received will be less than the carrying amount of the asset. If projected future undiscounted cash flows are less than the carrying value of an asset, then such assets are written down to their fair values.

Income Taxes

The Company is subject to federal and state income taxes. The Company uses the asset and liability method of accounting for income taxes as set forth in the authoritative guidance for accounting for income taxes. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the respective carrying amounts and tax basis of assets and liabilities. A valuation allowance is established against the portion of deferred tax assets that the Company believes will not be realized on a more likely than not basis.

With respect to uncertain tax positions, the Company recognizes in its financial statements those tax positions determined to be more likely than not of being sustained upon examination, based on the technical merits of the positions. The Company’s policy is to recognize, when applicable, interest and penalties on uncertain tax positions as part of income tax expense.

Leases

The Company leases certain equipment used for research and development and operations under both finance and operating lease agreements. An asset and a corresponding liability for the finance lease obligations are established for the cost of a finance lease. Finance lease assets are included in “Property, plant and equipment, net” in the Company’s consolidated balance sheets.

Operating leases include lease arrangements for the Company’s corporate offices, the Campus Lease (see Note 4), the former Manhattan Beach Project Innovation Center, manufacturing facilities, warehouses, vehicles and, to a lesser extent, equipment. Operating leases with a term greater than one year are recorded on the consolidated balance sheets as operating lease right-of-use assets and operating lease liabilities at the

commencement date. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease.

The Company records these balances initially at the present value of future minimum lease payments calculated using the Company’s incremental borrowing rate and expected lease term. The Company estimates the incremental borrowing rate for each operating lease based on prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and maturity dates commensurate with the terms of the lease. Certain adjustments to the operating lease right-of-use assets may be required for items such as initial direct costs paid or incentives received. Certain leases contain variable payments, which are expensed as incurred and not included in the Company’s operating lease right-of-use assets and operating lease liabilities. These amounts primarily include payments for maintenance, utilities, taxes and insurance on the Company’s corporate, research and development, and manufacturing facilities and warehouse leases and are excluded from the present value of the Company’s lease obligations. Some leases also include early termination options, which can be exercised under specific conditions. The Company includes options to extend the lease term if the options are reasonably certain of being exercised. The Company does not have residual value guarantees or material restrictive covenants associated with its leases.

Upon adoption of ASU 2016-02, the Company elected to combine lease and non-lease components on all new or modified leases into a single lease component, for all classes of assets other than the co-manufacturing class of assets, which the Company recognizes over the expected term on a straight-line expense basis. The Company elected to separate the lease and non-lease components on all new or modified operating leases for the co-manufacturing class of assets for the purpose of recording operating lease right-of-use assets and operating lease liabilities. See Note 4.

When the Company purchases property that it was previously leasing under an operating lease, the Company de-recognizes the right-of-use asset and lease liability and recognizes the difference between the purchase price and the carrying amount of the lease liability immediately before the purchase as an adjustment to the carrying value of the asset. The Company allocates the purchase price to the assets acquired based upon their relative values.

Contingencies

The Company is subject to a range of claims, lawsuits, and administrative proceedings that arise in the ordinary course of business. The Company accrues a liability (which amount includes litigation costs expected to be incurred) and charges operations for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated, in accordance with the recognition criteria of the Financial Accounting Standards Board (“FASB”) ASC 450, Contingencies. Estimating liabilities and costs associated with these matters require significant judgment based upon the professional knowledge and experience of management and its legal counsel.

Revenue Recognition and Shipping and Handling Costs

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which, along with subsequent ASUs, amended the existing accounting standards for revenue recognition (“Topic 606”). This guidance is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to receive when products are transferred to customers. ASU 2014-09 was effective for the Company beginning January 1, 2019. The majority of the Company’s contracts with customers generally consist of a single performance obligation to transfer promised goods. Based on the Company’s evaluation and review of its contracts with customers, the timing and amount of revenue recognized based on ASU 2014-09 is consistent with the Company’s revenue recognition policy under previous guidance. The Company has therefore concluded that the adoption of ASU 2014-09 did not have a material impact on its financial position, results of operations, or cash flows.

The Company’s revenues are generated through sales of its products to distributors or customers. 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 generally does not offer warranties or a right to return on the products it sells except in the instance of a product recall or other limited circumstances.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for fulfilling the performance obligation. Sales and other taxes the Company collects concurrent with the sale of products are excluded from revenue. The Company's normal payment terms vary by the type and location of its customers and the products offered. The time between invoicing and when payment is due is not significant. None of the Company's customer contracts as of December 31, 2023 contains a significant financing component.

The Company routinely offers sales discounts and promotions through various programs to its customers and consumers. These programs include rebates, temporary on-shelf price reductions, off-invoice discounts, retailer advertisements, product coupons and other trade activities. Provision for discounts and incentives are recorded in the same period in which the related revenues are recognized. At the end of each accounting period, the Company recognizes a contra asset to accounts receivable for estimated sales discounts that have been incurred but not paid which totaled $6.9 million and $4.6 million as of December 31, 2023 and 2022, 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.

Shipping and Handling Costs

The Company does not bill its distributors or customers shipping and handling fees. The Company’s products are predominantly shipped to its distributors or customers as “FOB Destination,” with control of the products transferred to the customer at the destination. In-bound shipping and handling costs incurred in manufacturing a product are included in inventory and reflected in cost of goods sold when the sale of that product is recognized. Outbound shipping and handling costs are considered as fulfillment costs and are recorded in SG&A expenses.

Earnings (Loss) Per Share

Earnings (loss) per share (“EPS”) represents net income available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS represents net income available to common stockholders divided by the weighted-average number of common shares outstanding, inclusive of the dilutive impact of potential common shares outstanding during the period. Such potential common shares include options, unvested restricted stock, restricted stock units (“RSUs”) and contracts classified as assets or liabilities that are required or assumed to be share-settled under the two-class method.

The Company calculates basic and diluted EPS available to common stockholders in conformity with the two-class method required for companies with participating securities. Pursuant to ASU 2020-06, the Company applies the more dilutive of the if-converted method and the two-class method to its Notes. Computation of EPS for the years ended December 31, 2021 and 2020 also excludes adjustments under the two-class method relating to a liability classified, share-settled obligation to an executive officer to deliver a variable number of shares based on a fixed monetary amount because the shares to be delivered are not participating securities as they do not have voting rights and are not entitled to participate in dividends until they are issued.

In periods when the Company records net loss, all potential common shares are excluded in the computation of EPS because their inclusion would be anti-dilutive.

Prepaid Expenses

Prepaid expenses primarily include prepaid insurance and other prepaid vendor costs, which are expensed in the period to which they relate.

Investment in Joint Venture

The Company uses the equity method of accounting to record transactions associated with its joint venture when the Company shares in joint control of the investee. Investment in joint venture is not consolidated but is recorded in “Investment in unconsolidated joint venture” in the Company’s consolidated balance sheet. The Company recognizes its portion of the investee’s results in “Equity in losses of unconsolidated joint venture” in its consolidated statement of operations. The Company eliminates its proportionate interest in any intra-entity profits or losses in the inventory of the investee at the end of the reporting period and recognizes its portion of the profit and losses when realized by the investee.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses are primarily comprised of selling, marketing expenses and administrative expenses, including personnel and related expenses, share-based compensation, outbound shipping and handling costs, non-manufacturing lease expense, depreciation and amortization expense on non-manufacturing and non-research and development assets, charges related to asset write-offs including loss on sale and write-down of fixed assets, consulting fees and other non-production operating expenses. Marketing and selling expenses include advertising costs, share-based compensation awards to brand ambassadors, costs associated with consumer promotions, product donations, product samples and sales aids incurred to acquire new customers, retain existing customers and build brand awareness. Administrative expenses include expenses related to management, accounting, legal, IT and other office functions. Advertising costs are expensed as incurred. Advertising costs in the years ended December 31, 2023, 2022 and 2021 were $17.2 million, $20.6 million and $12.1 million, respectively. Non-advertising related components of the Company’s total marketing expenditures primarily include costs associated with consumer promotions, product sampling and sales aids, which are also included in SG&A.

Research and Development

Research and Development Expenses

Research and development expenses, which includes enhancements to existing products and new product development, are expensed in the period incurred. Research and development expenses primarily consist of personnel and related expenses for the Company’s research and development staff, including salaries, benefits, bonuses, share-based compensation, scale-up expenses and depreciation and amortization expense on research and development assets, and facility lease costs.

Share-Based Compensation

The Company measures all share-based compensation cost at the grant date, based on the fair values of the awards that are ultimately expected to vest, and recognizes that cost as an expense in its consolidated statements of operations over the requisite service period. The Company estimates the fair value of option awards using the Black-Scholes option valuation model, which requires management to make certain assumptions for estimating the fair value of stock options at the date of grant including the fair value and projected volatility of the underlying common stock and the expected term of the award. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimates, in management’s opinion, the existing models may not necessarily provide a reliable single measure of the fair value of the Company’s stock options. Although the fair value of stock options is determined using an option valuation model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

In addition, the Company estimates the expected impact of forfeited awards and recognizes share-based compensation cost only for those awards ultimately expected to vest. If actual forfeiture rates differ materially from the Company’s estimates, share-based compensation expense could differ significantly from the amounts the Company has recorded in the current period. The Company periodically reviews actual forfeiture experience and will revise its estimates, as necessary. The Company will recognize as compensation cost the cumulative effect of the change in estimated forfeiture rates on current and prior periods in earnings of the period of revision. As a result, if the Company revises its assumptions and estimates, the Company’s share-based compensation expense could change materially in the future.

Employee Benefit Plan

Restructuring Plan

The Company accounts for exit or disposal activities in accordance with ASC 420, “Exit or Disposal Cost Obligations.” The Company defines a business restructuring as an exit or disposal activity that includes but is not limited to a program which is planned and controlled by management and materially changes either the

scope of a business or the manner in which that business is conducted. Business restructuring charges may include (i) contract termination costs and (ii) other related costs associated with exit or disposal activities.

Contract termination costs include costs to terminate a contract or costs that will continue to be incurred under the contract without benefit to the Company. A liability is recognized and measured at its fair value when the Company either terminates the contract or ceases using the rights conveyed by the contract.

Recently Adopted and New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

None.

New Accounting Pronouncements

In October 2023, the FASB issued ASU 2023-06 “Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”), which provides amendments to the Codification in response to the 2018 SEC release No. 33-10532, “Disclosure Update and Simplification.” The amendments modify the disclosure and presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics. ASU 2023-06 is effective for companies that are subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or purpose of issuing securities on the date which the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is prohibited. For all other entities, the amendments are effective two years later. If the SEC has not removed the applicable disclosure from Regulation S-X or Regulation S-K by June 30, 2027, the pending content related to ASU 2023-06 will not become effective for any entity and will be removed from the codification. Adoption of ASU 2023-06 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires the disclosure of significant segment expenses that are part of an entity’s segment measure of profit or loss and regularly provided to the chief operating decision maker. In addition, it adds or makes clarifications to other segment-related disclosures, such as clarifying that the disclosure requirements in ASC 280 are required for entities with a single reportable segment and that an entity may disclose multiple measures of segment profit and loss. The amendments in ASU 2023-07 apply to all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be adopted retrospectively. ASU 2023-06 is effective for the Company beginning January 1, 2024 and interim periods beginning January 1, 2025. Adoption of ASU 2023-07 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In December 2023, the FASB issued “ASU 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures” (“ASU 2023-09”) which amends the Codification to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid, both of which are disclosures required by current GAAP. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in ASU 2023-09 apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 is effective for the Company beginning January 1, 2025. Adoption of ASU 2023-09 is expected to enhance the usefulness of income tax disclosures and is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Share-Based Compensation - Schedule of fair value assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Risk-free interest rate	4.20%	2.30%	1.40%
Average expected term (years)	7 years	7 years	7 years
Expected volatility	55.20%	55.00%	55.70%
Dividend yield	0.00%	0.00%	0.00%

Summary of Significant Accounting Policies - Schedule of property, plant, and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Threshold amount for determining useful Life		$ 25
Buildings
Property, Plant and Equipment [Line Items]
Estimated useful life	30 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Manufacturing equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Manufacturing equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Research and development equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Research and development equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Software
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Vehicles
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years

Leases - Schedule of supplemental cash flow information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 9,452	$ 8,125
Operating lease right-of-use assets obtained in exchange for lease liabilities	$ 36,400	$ 37,245	$ 16,701

Summary of Significant Accounting Policies - Schedule of net revenues by platform and channel (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Net revenues	$ 343,376	$ 418,933	$ 464,700
U.S. net revenues
Disaggregation of Revenue [Line Items]
Net revenues	205,887	304,033	319,835
U.S. net revenues \| Retail
Disaggregation of Revenue [Line Items]
Net revenues	155,240	234,744	243,360
U.S. net revenues \| Foodservice
Disaggregation of Revenue [Line Items]
Net revenues	50,647	69,289	76,475
International net revenues
Disaggregation of Revenue [Line Items]
Net revenues	137,489	114,900	144,865
International net revenues \| Retail
Disaggregation of Revenue [Line Items]
Net revenues	61,723	60,907	81,483
International net revenues \| Foodservice
Disaggregation of Revenue [Line Items]
Net revenues	$ 75,766	$ 53,993	$ 63,382

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Income Taxes - Schedule of effective income tax rate reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. income tax at federal statutory rate	$ (70,190)	$ (72,902)	$ (38,229)
State income tax, net of federal benefits	(7,670)	(8,841)	(4,991)
Foreign rate differential	(1,315)	(2,536)	(985)
Share-based compensation	3,639	1,479	(4,932)
Research and development credits	(6)	(5)	(20)
Change in tax rates	166	204	(719)
Other	431	(2,807)	771
Change in valuation allowance	74,950	85,440	49,165
Provision for income tax	$ 5	$ 32	$ 60

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

See Note 10.

Leases are classified as either finance leases or operating leases based on criteria in ASC 842. The Company has operating leases for its corporate offices, the Campus Lease, its former Manhattan Beach Project Innovation Center, its manufacturing facilities, warehouses and vehicles, and to a lesser extent, certain equipment and finance leases. Such leases generally have original lease terms between 2 years and 12 years, and often include one or more options to renew. Some leases also include early termination options, which can be exercised under specific conditions. The Company includes options to extend the lease term if the options are reasonably certain of being exercised. The Company does not have residual value guarantees or material restrictive covenants associated with its leases.

On January 14, 2021, the Company entered into the Campus Lease, a 12-year lease with two 5-year renewal options to house its corporate headquarters, lab and innovation space (the “Campus Headquarters”) in El Segundo, California. Although the Company is involved in the design of the tenant improvements of the Campus Headquarters, the Company does not have title or possession of the assets during construction. In addition, the Company does not have the ability to control the leased Campus Headquarters until each phase of the tenant improvements is complete. The Company contributed $4.2 million and $55.1 million in payments towards the construction of the Campus Headquarters in the year ended December 31, 2023 and 2022, respectively. These payments are initially recorded in “Prepaid lease costs, non-current” in the Company’s consolidated balance sheets and will ultimately be reclassified as a component of a right-of-use asset upon lease commencement for each phase of the lease. On September 15, 2022, the tenant improvements associated with Phase 1-A were completed, and the underlying asset was delivered to the Company. As such, upon commencement of Phase 1-A, the Company recognized a $64.1 million right-of-use asset, which included the reclassification of $27.7 million of the construction payments previously included in “Prepaid lease costs, non-current,” and a $36.6 million lease liability. On June 1, 2023, the tenant improvements associated with Phase 1-B were completed, and the underlying asset was delivered to the Company. As such, upon commencement of Phase 1-B, the Company recognized a $64.9 million right-of-use asset, which included the reclassification of $29.3 million of the construction payments previously included in “Prepaid lease costs, non-current,” and a $35.6 million lease liability. Therefore, Phase 1-A and Phase 1-B of the Campus Lease are included in the tables below. The lease on the commercialization center in Commerce, California was terminated on February 14, 2023. The lease on the former corporate headquarters expired on October 31, 2023 and the lease on the Manhattan Beach Innovation Center expired subsequent to the year ended December 31, 2023 on January 31, 2024. See Note 14.

Lease costs for operating and finance leases:


		December 31,
(in thousands)	Statement of Operations Location	2023		2022
Operating lease cost:
Lease cost	Cost of goods sold	$	1,625	$	1,688
Lease cost	Research and development expenses	9,396		3,972
Lease cost	Selling, general and administrative expenses	2,621		1,430
Variable lease cost(1)	Cost of goods sold	233		204
Variable lease cost(1)	Research and development expenses	119		333
Variable lease cost(1)	Selling, general and administrative expenses	2,742		1,920
Operating lease cost		$	16,736	$	9,547
Short- term lease cost:
Short-term lease cost	Cost of goods sold	$	84	$	14
Short-term lease cost	Research and development expenses	152		60
Short-term lease cost	Selling, general and administrative expenses	228		406
Short-term lease cost		464		480
Finance lease cost:
Amortization of right-of use assets	Cost of goods sold	$	204	$	203
Amortization of right-of use assets	Research and development expenses	15		4
Interest on lease liabilities	Interest expense	21		22
Variable lease cost(1)	Cost of goods sold	10		—
Finance lease cost		$	250	$	229
Total lease cost		$	17,450	$	10,256

____________

(1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs.

Supplemental balance sheet information:


		December 31,
(in thousands)	Balance Sheet Location	2023		2022
Assets
Operating leases	Operating lease right-of-use assets	$	130,460	$	87,595
Finance leases, net	Property, plant and equipment, net	461		688
Total lease assets		$	130,921	$	88,283

Liabilities
Current:
Operating lease liabilities	Current portion of operating lease liabilities	$	3,677	$	3,812
Finance lease liabilities	Accrued expenses and other current liabilities	196		224
Long-term:
Operating lease liabilities	Operating lease liabilities, net of current portion	75,648		55,854
Finance lease liabilities	Finance lease obligations and other long-term liabilities	274		469
Total lease liabilities		$	79,795	$	60,359

The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of December 31, 2023:


	December 31, 2023
(in thousands)	Operating Leases		Finance Leases
2024	$	8,360	$	208
2025	8,073		178
2026	8,021		72
2027	8,168		37
2028	8,338		—
Thereafter	88,540		—
Total undiscounted future minimum lease payments	129,500		495
Less imputed interest	(50,175)		(25)
Total discounted future minimum lease payments	$	79,325	$	470

Weighted average remaining lease terms and weighted average discount rates were:


	December 31, 2023
	Operating Leases		Finance Leases
Weighted average remaining lease term (years)	14.1		2.6
Weighted average discount rate	6.9	%	3.7	%

Supplemental cash flow information:


	December 31,
(in thousands)	2023		2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	9,452	$	8,125
Operating lease right-of-use assets obtained in exchange for lease liabilities	36,400		37,245

Leases

See Note 10.

Lease costs for operating and finance leases:


		December 31,
(in thousands)	Statement of Operations Location	2023		2022
Operating lease cost:
Lease cost	Cost of goods sold	$	1,625	$	1,688
Lease cost	Research and development expenses	9,396		3,972
Lease cost	Selling, general and administrative expenses	2,621		1,430
Variable lease cost(1)	Cost of goods sold	233		204
Variable lease cost(1)	Research and development expenses	119		333
Variable lease cost(1)	Selling, general and administrative expenses	2,742		1,920
Operating lease cost		$	16,736	$	9,547
Short- term lease cost:
Short-term lease cost	Cost of goods sold	$	84	$	14
Short-term lease cost	Research and development expenses	152		60
Short-term lease cost	Selling, general and administrative expenses	228		406
Short-term lease cost		464		480
Finance lease cost:
Amortization of right-of use assets	Cost of goods sold	$	204	$	203
Amortization of right-of use assets	Research and development expenses	15		4
Interest on lease liabilities	Interest expense	21		22
Variable lease cost(1)	Cost of goods sold	10		—
Finance lease cost		$	250	$	229
Total lease cost		$	17,450	$	10,256

____________

(1) Variable lease cost primarily consists of common area maintenance, such as cleaning and repairs.

Supplemental balance sheet information:


		December 31,
(in thousands)	Balance Sheet Location	2023		2022
Assets
Operating leases	Operating lease right-of-use assets	$	130,460	$	87,595
Finance leases, net	Property, plant and equipment, net	461		688
Total lease assets		$	130,921	$	88,283

Liabilities
Current:
Operating lease liabilities	Current portion of operating lease liabilities	$	3,677	$	3,812
Finance lease liabilities	Accrued expenses and other current liabilities	196		224
Long-term:
Operating lease liabilities	Operating lease liabilities, net of current portion	75,648		55,854
Finance lease liabilities	Finance lease obligations and other long-term liabilities	274		469
Total lease liabilities		$	79,795	$	60,359

The following is a schedule by year of the maturities of lease liabilities with original terms in excess of one year, as of December 31, 2023:


	December 31, 2023
(in thousands)	Operating Leases		Finance Leases
2024	$	8,360	$	208
2025	8,073		178
2026	8,021		72
2027	8,168		37
2028	8,338		—
Thereafter	88,540		—
Total undiscounted future minimum lease payments	129,500		495
Less imputed interest	(50,175)		(25)
Total discounted future minimum lease payments	$	79,325	$	470

Weighted average remaining lease terms and weighted average discount rates were:


	December 31, 2023
	Operating Leases		Finance Leases
Weighted average remaining lease term (years)	14.1		2.6
Weighted average discount rate	6.9	%	3.7	%

Supplemental cash flow information:


	December 31,
(in thousands)	2023		2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	9,452	$	8,125
Operating lease right-of-use assets obtained in exchange for lease liabilities	36,400		37,245

Net Loss Per Share Available to Common Stockholders (“EPS”)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share Available to Common Stockholders (“EPS”)

The Company calculates basic and diluted net loss per share available to common stockholders in conformity with the two-class method required for companies with participating securities. Pursuant to ASU 2020-06, the Company applies the more dilutive of the if-converted method and the two-class method to its Notes. See Note 2.


(in thousands, except share and per share amounts)	Year Ended December 31,
	2023		2022		2021
Numerator:
Net loss available to common stockholders	$	(338,144)	$	(366,137)	$	(182,105)
Undistributed net income available to unvested restricted stockholders	—		—		—
Net loss available to common stockholders—basic	$	(338,144)	$	(366,137)	$	(182,105)
Denominator:
Weighted average common shares outstanding—basic	64,300,099		63,622,432		63,172,368
Dilutive effect of shares issuable under stock options	—		—		—
Dilutive effect of RSUs	—		—		—
Dilutive effect of share-settled obligation	—		—		—
Dilutive effect of Notes, if converted(1)	—		—		—
Weighted average common shares outstanding—diluted	64,300,099		63,622,432		63,172,368
Net loss per share available to common stockholders—basic	$	(5.26)	$	(5.75)	$	(2.88)

______________


	Year Ended December 31,
	2023	2022		2021
Options to purchase common stock	4,477,120	3,999,933	FN 12, PY	3,956,364
Restricted stock units	1,411,310	993,313	FN 12, PY	608,175


Total	5,888,430	4,993,246		4,564,539

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Event	Subsequent Event Termination of Purchase Agreement Given the Company’s intention to reduce its overall operating expenses and cash expenditures, on February 2, 2024, the Company terminated the agreement to purchase a property in Enschede, the Netherlands and the security deposit was returned to the Company. The Company entered into a lease agreement with the subsequent purchaser of the property to lease the approximately 114,000 square foot property for an initial period of five years with an option to renew for an additional five years at a first year annual rent of approximately €1.0 million.

Subsequent Events (Details) € in Millions	Feb. 02, 2024 EUR (€) renewal_option	Dec. 31, 2023	Jan. 14, 2021
Subsequent Event [Line Items]
Lease, initial term		8 years	12 years
NL \| Purchase Commitment \| Subsequent Event
Subsequent Event [Line Items]
Number of square foot property \| renewal_option	114,000
Lease, initial term	5 years
Renewal term	5 years
First year annual rent expense \| €	€ 1.0

Leases - Schedule of supplemental balance sheet information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets
Operating lease right-of-use assets	$ 130,460	$ 87,595
Finance lease, right-of-use asset, statement of financial position	Property, plant and equipment, net	Property, plant and equipment, net
Finance leases, net	$ 461	$ 688
Total lease assets	130,921	88,283
Current:
Current portion of operating lease liabilities	$ 3,677	$ 3,812
Finance lease liability, current, statement of financial position	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Finance lease liabilities	$ 196	$ 224
Long-term:
Operating lease liabilities	$ 75,648	$ 55,854
Finance lease liability, noncurrent, statement of financial position	Finance lease obligations and other long term liabilities	Finance lease obligations and other long term liabilities
Finance lease obligations and other long term liabilities	$ 274	$ 469
Total lease liabilities	$ 79,795	$ 60,359

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

Fiscal Year

Segment Information

Management’s Use of Estimates

Comprehensive Loss

Convertible Senior Notes

Capped Call Transactions

Issuance Costs

Foreign Currency

Foreign currency translation loss, net of tax, reported as cumulative translation adjustment through “Other comprehensive loss” was $0.4 million, $4.2 million and $2.3 million respectively, in the years ended December 31, 2023, 2022 and 2021.

Net realized and unrealized foreign currency transaction gains (losses) included in “Other, net” were $1.1 million, $(4.9) million and $(0.2) million, respectively, in the years ended December 31, 2023, 2022 and 2021.

Fair Value of Financial Instruments

The three levels are defined as follows:

•Level 3—Valuations derived from valuation techniques in which significant value drivers are unobservable.

The Company had no financial instruments measured at fair value on a recurring basis as of December 31, 2023 or 2022.

There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 in the years ended December 31, 2023, 2022 or 2021.

Cash and Cash Equivalents

Restricted Cash

Restricted cash includes cash held as collateral for stand-alone letter of credit agreements related to normal business transactions. The agreements require the Company to maintain a specified amount of cash as collateral in a segregated account to support the letters of credit issued thereunder. The Company had $15.4 million in restricted cash as of December 31, 2023, which was comprised of $12.6 million to secure the letter of credit to support the development and leasing of the Company’s Campus Headquarters recorded in “Restricted cash, non-current” and $2.8 million to secure a letter of credit associated with a third party contract manufacturer in Europe recorded in “Restricted cash, current” in the Company’s consolidated balance sheet. See Note 10.

Accounts Receivable

The Company had $1.5 million and $1.4 million allowance for doubtful accounts as of December 31, 2023 and 2022, respectively.

Inventories and Cost of Goods Sold

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation and are depreciated using the straight-line method over the following estimated useful lives:


Land						Not amortized
Buildings						30 years
Leasehold improvements						Shorter of lease term or estimated useful life
Furniture and fixtures						3 years
Manufacturing equipment(1)						5 to 10 years
Research and development equipment(1)						5 to 10 years
Software and computer equipment						3 years
Vehicles						5 years

____________

Change in Accounting Estimate

Assets Held For Sale

Impairment of Long-Lived Assets

Income Taxes

Leases

Contingencies

Revenue Recognition

Presentation of Net Revenues by Channel

The following table presents the Company’s net revenues by channel:


	Year Ended December 31,
	2023		2022		2021
(in thousands)
U.S.:
Retail	$	155,240	$	234,744	$	243,360
Foodservice	50,647		69,289		76,475
U.S. net revenues	205,887		304,033		319,835
International:
Retail	61,723		60,907		81,483
Foodservice	75,766		53,993		63,382
International net revenues	137,489		114,900		144,865
Net revenues	$	343,376	$	418,933	$	464,700

One distributor accounted for approximately 12% of the Company’s gross revenues in each of 2023 and 2022; two distributors accounted for approximately 12% and 11% of the Company’s gross revenues in 2021. No other distributor or customer accounted for more than 10% of the Company’s gross revenues in 2023, 2022 or 2021.

Earnings (Loss) Per Share

In periods when the Company records net loss, all potential common shares are excluded in the computation of EPS because their inclusion would be anti-dilutive. See Note 12.

Prepaid Expenses

Prepaid expenses primarily include prepaid insurance and other prepaid vendor costs, which are expensed in the period to which they relate. Prepaid expenses are included under the caption “Prepaid assets and other assets” in consolidated balance sheets and were $8.3 million, and $14.5 million as of December 31, 2023 and 2022, respectively.

Investment in Joint Venture

Selling, General and Administrative (“SG&A”) Expenses

Shipping and Handling Costs

Research and Development Expenses

Share-Based Compensation

Employee Benefit Plan

On January 1, 2017 the Company initiated a 401(k) retirement savings plan (“401-K Plan”) for the benefit of eligible employees. Under terms of this plan, eligible employees are able to make contributions of their wages on a tax-deferred basis. The Company has incurred $2.1 million, $2.9 million and $1.5 million in matching contribution to the 401-K Plan in 2023, 2022 and 2021, respectively.

Restructuring Plan

Recently Adopted Accounting Pronouncements

None.

New Accounting Pronouncements

Debt - Convertible senior notes (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 18, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 05, 2021
Debt Instrument [Line Items]
Debt issuance costs	$ 12,458		$ 16,392
Total debt outstanding	1,137,542		1,133,608
Fair Value, Inputs, Level 2 \| Recurring
Debt Instrument [Line Items]
Convertible notes, fair value		$ 195,500
Convertible Debt
Debt Instrument [Line Items]
Debt, outstanding balance	$ 1,150,000		$ 1,150,000	$ 1,200,000
Debt issuance costs				$ 23,600	$ 23,600
Interest rate	0.30%		0.30%
Convertible Senior Notes Due 2027 \| Convertible Debt
Debt Instrument [Line Items]
Stated rate	0.00%				0.00%
Debt, outstanding balance	$ 1,150,000
Debt issuance costs	12,458
Total debt outstanding	$ 1,137,542

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

A reconciliation of loss before income taxes for domestic and foreign locations for the years ended December 31, 2023, 2022 and 2021 is as follows:


(in thousands)	Year Ended December 31,
	2023		2022		2021
United States	$	(305,035)	$	(290,765)	$	(155,810)
Foreign	(29,202)		(56,392)		(23,258)
Loss before income taxes	$	(334,237)	$	(347,157)	$	(179,068)

Schedule of components of income tax expense

The provision for income taxes was as follows:


(in thousands)	Year Ended December 31,
Current:	2023		2022		2021
Federal	$	—	$	—	$	—
State	5		32		60
Foreign	—		—		—
	$	5	$	32	$	60

Deferred:
Federal	$	—	$	—	$	—
State	—		—		—
Foreign	—		—		—
	$	—	$	—	$	—

Provision for income tax	$	5	$	32	$	60

Schedule of effective income tax rate reconciliation

A reconciliation of income tax expense from continuing operations to the amount computed by applying the statutory federal income tax rate to the net loss from continuing operations is summarized as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
U.S. income tax at federal statutory rate	$	(70,190)	$	(72,902)	$	(38,229)
State income tax, net of federal benefits	(7,670)		(8,841)		(4,991)
Foreign rate differential	(1,315)		(2,536)		(985)

Share-based compensation	3,639		1,479		(4,932)
Research and development credits	(6)		(5)		(20)

Change in tax rates	166		204		(719)
Other	431		(2,807)		771
Change in valuation allowance	74,950		85,440		49,165
Provision for income tax	$	5	$	32	$	60

Schedule of deferred tax assets and liabilities

Significant components of the Company's deferred tax assets and liabilities as of December 31, 2023, and 2022 are shown below.


	December 31,
(in thousands)	2023		2022
Deferred Tax Assets:
Net operating loss (NOL)	$	259,544	$	198,358
Operating lease liability	31,227		20,659
Intangibles	10,113		7,189
Share-based compensation	10,540		8,746

Inventory provision	11,221		3,757
Other	11,796		11,087
Total gross deferred tax assets	334,441		249,796

Deferred Tax liabilities:
Operating lease right-of-use assets	30,480		20,497
Property, plant and equipment	4,740		4,805

Total gross deferred tax liabilities	35,220		25,302

Valuation allowance	299,221		224,494
Net deferred tax assets (liabilities)	$	—	$	—

Schedule of unrecognized tax benefits

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits at the beginning and end of the years ended December 31, 2023 and 2022:


	Year Ended December 31,
(in thousands)	2023		2022
Gross unrecognized tax benefits at the beginning of the year	$	10,326	$	8,861
Increases related to current year positions	1,376		1,465
Increases/Decreases related to prior year positions	264		—
Expiration of unrecognized tax benefits	—		—
Gross unrecognized tax benefits at the end of the year	$	11,966	$	10,326

Share-Based Compensation - Schedule of restricted stock and RSU activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restricted stock units
Number of Shares of Restricted Stock
Unvested, beginning balance (in shares)	993,313	608,175	275,989
Granted (in shares)	1,491,814	1,102,071	562,909
Vested/Released (in shares)	(690,557)	(200,932)	(120,599)
Canceled/Forfeited (in shares)	(383,260)	(516,001)	(110,124)
Unvested, ending balance (in shares)	1,411,310	993,313	608,175	275,989
Weighted Average Grant Date Fair Value Per Share
Unvested, beginning balance (in dollars per share)	$ 35.98	$ 89.00	$ 114.99
Granted (in dollars per share)	14.67	29.12	86.00
Vested/Released (in dollars per share)	28.38	88.20	123.10
Canceled/Forfeited (in dollars per share)	27.00	0	0
Unvested, ending balance (in dollars per share)	$ 19.60	$ 35.98	$ 89.00	$ 114.99
Restricted Stock
Number of Shares of Restricted Stock
Unvested, beginning balance (in shares)		0	12,184
Granted (in shares)			0
Vested/Released (in shares)			(12,184)
Canceled/Forfeited (in shares)			0
Unvested, ending balance (in shares)			0	12,184
Weighted Average Remaining Contractual Life (Years)
Weighted Average Remaining Contractual Life, Unvested (Years)	0 years			3 months 18 days
Weighted Average Grant Date Fair Value Per Share
Unvested, beginning balance (in dollars per share)		$ 0	$ 20.02
Granted (in dollars per share)			0
Vested/Released (in dollars per share)			20.02
Canceled/Forfeited (in dollars per share)			0
Unvested, ending balance (in dollars per share)			$ 0	$ 20.02

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

A reconciliation of loss before income taxes for domestic and foreign locations for the years ended December 31, 2023, 2022 and 2021 is as follows:


(in thousands)	Year Ended December 31,
	2023		2022		2021
United States	$	(305,035)	$	(290,765)	$	(155,810)
Foreign	(29,202)		(56,392)		(23,258)
Loss before income taxes	$	(334,237)	$	(347,157)	$	(179,068)

The provision for income taxes was as follows:


(in thousands)	Year Ended December 31,
Current:	2023		2022		2021
Federal	$	—	$	—	$	—
State	5		32		60
Foreign	—		—		—
	$	5	$	32	$	60

Deferred:
Federal	$	—	$	—	$	—
State	—		—		—
Foreign	—		—		—
	$	—	$	—	$	—

Provision for income tax	$	5	$	32	$	60

The Company has provided a 100% valuation allowance on its deferred tax assets. The provision for income taxes in 2023, 2022 and 2021 is primarily for taxes payable to the states.


	Year Ended December 31,
(in thousands)	2023		2022		2021
U.S. income tax at federal statutory rate	$	(70,190)	$	(72,902)	$	(38,229)
State income tax, net of federal benefits	(7,670)		(8,841)		(4,991)
Foreign rate differential	(1,315)		(2,536)		(985)

Share-based compensation	3,639		1,479		(4,932)
Research and development credits	(6)		(5)		(20)

Change in tax rates	166		204		(719)
Other	431		(2,807)		771
Change in valuation allowance	74,950		85,440		49,165
Provision for income tax	$	5	$	32	$	60

Significant components of the Company's deferred tax assets and liabilities as of December 31, 2023, and 2022 are shown below.


	December 31,
(in thousands)	2023		2022
Deferred Tax Assets:
Net operating loss (NOL)	$	259,544	$	198,358
Operating lease liability	31,227		20,659
Intangibles	10,113		7,189
Share-based compensation	10,540		8,746

Inventory provision	11,221		3,757
Other	11,796		11,087
Total gross deferred tax assets	334,441		249,796

Deferred Tax liabilities:
Operating lease right-of-use assets	30,480		20,497
Property, plant and equipment	4,740		4,805

Total gross deferred tax liabilities	35,220		25,302

Valuation allowance	299,221		224,494
Net deferred tax assets (liabilities)	$	—	$	—

As of December 31, 2023 and 2022, management assessed the realizability of deferred tax assets and evaluated the need for an amount of a valuation allowance for deferred tax assets on a jurisdictional basis. This evaluation utilizes the framework contained in ASC 740, “Income Taxes,” pursuant to which management analyzed all positive and negative evidence available at the balance sheet date to determine whether all or some portion of the deferred tax assets will not be realized. Under this guidance, a valuation allowance must be established for deferred tax assets when it is more likely than not (a probability level of more than 50%) that they will not be realized.

In concluding on the evaluation, management placed significant emphasis on guidance in ASC 740, which states that “a cumulative loss in recent years is a significant piece of negative evidence that is difficult to

overcome.” Based upon available evidence, it was concluded on a more-likely-than-not basis that certain deferred tax assets were not realizable as of December 31, 2023. Accordingly, a valuation allowance of $299.2 million has been recorded to offset these deferred tax assets. The change in valuation allowance for the year ended December 31, 2023 and 2022, was an increase of $74.7 million.

As of December 31, 2023, the Company has accumulated federal, state and foreign net operating loss carryforwards of approximately $983.6 million, $413.3 million and $104.0 million, respectively, of which approximately $891.9 million of the federal net operating losses and $63.4 million of the state net operating losses do not expire and the remaining federal, state and foreign tax loss carryforwards begin to expire in 2031, 2031 and 2025 respectively, unless previously utilized. As of December 31, 2022, the Company had accumulated federal, state and foreign net operating loss carryforwards of approximately $744.5 million, $314.2 million and $84.1 million, respectively.

Pursuant to Internal Revenue Code (IRC) Sections 382 and 383, annual use of the Company's net operating loss (NOLs) and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has completed a section 382 analysis through October 1, 2022 and concluded ownership changes occurred in 2011, 2013 and 2015. However, these ownership changes are not expected to result in a material limitation on future use of the Company’s NOLs and credit carryforwards generated prior to these ownership changes pursuant. Changes may have occurred in 2023 and may occur in the future that could limit the Company's ability to utilize tax attributes. Any adjustment to the Company's tax attributes as a result of such ownership changes will result in a corresponding decrease to the valuation allowance recorded against the Company's deferred tax assets.

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits at the beginning and end of the years ended December 31, 2023 and 2022:


	Year Ended December 31,
(in thousands)	2023		2022
Gross unrecognized tax benefits at the beginning of the year	$	10,326	$	8,861
Increases related to current year positions	1,376		1,465
Increases/Decreases related to prior year positions	264		—
Expiration of unrecognized tax benefits	—		—
Gross unrecognized tax benefits at the end of the year	$	11,966	$	10,326

As of December 31, 2023 and 2022, the Company had $10.7 million and $9.4 million, respectively, of unrecognized tax benefits from research and development tax credits, none of which, if recognized, would affect the Company’s effective tax rate.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the years ended December 31, 2023, 2022 and 2021, interest and penalties recognized were insignificant. The Company does not expect any significant increases or decreases to its unrecognized tax benefits within the next 12 months.

The Company files U.S. federal, state and foreign income tax returns in jurisdictions with varying statute of limitations. The Company’s tax years from 2011 (inception) are subject to examination by the US federal, state and foreign tax authorities due to the carry forward of unutilized tax attributes.

With respect to the income of its foreign subsidiaries, the Company asserts the position that the undistributed earnings of its foreign subsidiaries are permanently invested in that jurisdiction. As a result, no additional income taxes have been provided on the possible repatriation of these earnings to the parent company. The Company does not have any unremitted earnings as of December 31, 2023.

The Tax Cuts and Jobs Act subjects a U.S. shareholder to tax on Global Intangible Low-taxes Income (“GILTI”) earned by certain foreign subsidiaries. Pursuant to the FASB Staff Q&A, Topic 740 No.5. Accounting for Global Intangible Low-taxed Income, the Company is allowed to make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as period expense only. The Company has elected to account for GILTI in the year the tax is incurred.

Deferred income taxes have not been provided for undistributed earnings of the Company’s consolidated foreign subsidiaries because of the Company's intent to reinvest such earnings indefinitely in active foreign operations. At December 31, 2023, the Company had $0 in unremitted earnings that were permanently reinvested related to its consolidated foreign subsidiaries.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of shares available for grant

The following table summarizes the shares available for grant under the 2018 Plan:


			Shares Available for Grant
Balance - December 31, 2022			7,848,832
Authorized			2,144,521
Granted			(2,726,719)
Shares withheld to cover taxes			38,679
Forfeited			925,187
Balance - December 31, 2023			8,230,500

Schedule of fair value assumptions

Following are the assumptions used in the Black-Scholes valuation model for options granted during the periods shown below:


	Year Ended December 31,
	2023	2022	2021
Risk-free interest rate	4.2%	2.3%	1.4%
Average expected term (years)	7.0	7.0	7.0
Expected volatility	55.2%	55.0%	55.7%
Dividend yield	—	—	—

Schedule of stock option activity

The following table summarizes the Company’s stock option activity during the period from December 31, 2020 through December 31, 2023:


	Number of Stock Options	Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)(1)




Outstanding at December 31, 2020	4,218,278	$	21.2		6.6		$	443,595
Granted	475,520	$	91.42		—		$	—
Exercised	(485,016)	$	16.76		—		$	51,901
Canceled/Forfeited	(252,418)	$	70.41		—		$	—
Outstanding at December 31, 2021	3,956,364	$	27.04		5.9		$	180,302
Granted	841,630	$	38.93		—		$	—
Exercised	(223,175)	$	7.28		—		$	7,026
Canceled/Forfeited	(574,886)	$	62.29		—		$	—
Outstanding at December 31, 2022	3,999,933	$	25.58		5.3		$	20,712
Granted	1,234,905	$	15.89		—		$	—
Exercised	(216,144)	$	0.79		—		$	3,646
Canceled/Forfeited	(541,574)	$	34.34		—		$	—
Outstanding at December 31, 2023	4,477,120	$	23.04	FN 9.3	5.4	FN 9.3	$	12,915
Vested and exercisable at December 31, 2023	3,113,971	$	23.25		3.9		$	12,477
Vested and expected to vest at December 31, 2023	4,228,365	$	23.37		5.2		$	12,656

__________

Schedule of RSU activity

The following table summarizes the Company’s RSU activity from December 31, 2020 through December 31, 2023:


	Number of Units	Weighted Average Grant Date Fair Value Per Unit




Unvested at December 31, 2020	275,989	$	114.99
Granted	562,909	$	86.00
Vested	(120,599)	$	123.10
Canceled/Forfeited	(110,124)	$	—
Unvested at December 31, 2021	608,175	$	89.00
Granted	1,102,071	$	29.12
Vested	(200,932)	$	88.20
Canceled/Forfeited	(516,001)	$	—
Unvested at December 31, 2022	993,313	$	35.98
Granted	1,491,814	$	14.67
Vested	(690,557)	$	28.38
Canceled/Forfeited	(383,260)	$	27.00
Unvested at December 31, 2023	1,411,310	$	19.60

Schedule of restricted stock activity

The following table summarizes the Company’s restricted stock activity:


	Number of Shares of Restricted Stock	Weighted Average Remaining Contractual Life (Years)	Weighted Average Grant Date Fair Value Per Share
Unvested at December 31, 2020	12,184	0.3	20.02
Granted	—	—	—
Vested/Released	(12,184)	—	20.02
Canceled/Forfeited	—	—	—
Unvested at December 31, 2021	—	—	—