Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 04, 2024 | Jun. 25, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | Vital Farms, Inc. | ||
Entity Central Index Key | 0001579733 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
ICFR Auditor Attestation Flag | false | ||
Security 12b Title | Common Stock, - par value $0.0001 per share | ||
Trading Symbol | VITL | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39411 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-0496985 | ||
Entity Address, Address Line One | 3601 South Congress Avenue | ||
Entity Address, Address Line Two | Suite C100 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78704 | ||
City Area Code | 877 | ||
Local Phone Number | 455-3063 | ||
Entity Common Stock, Shares Outstanding | 41,795,788 | ||
Entity Public Float | $ 402,240 | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Austin, Texas | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the registrant’s 2024 annual meeting of stockholders, to be filed within 120 days after the close of the registrant’s fiscal year, are incorporated by reference into Part III of this Annual Report. | ||
Document Financial Statement Error Correction [Flag] | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 84,149 | $ 12,914 |
Investment securities available-for-sale | 32,667 | 65,814 |
Accounts Receivable, net of allowance for credit losses of 550 and 699 as of December 31, 2023 and December 25, 2022, respectively | 39,699 | 38,895 |
Inventories | 32,895 | 26,849 |
Prepaid expenses and other current assets | 6,114 | 5,142 |
Total current assets | 195,524 | 149,614 |
Property, plant and equipment, net | 66,839 | 59,155 |
Operating lease right-of-use assets | 8,911 | 1,895 |
Goodwill and other assets | 3,904 | 4,002 |
Total assets | 275,178 | 214,666 |
Current liabilities: | ||
Accounts payable | 33,485 | 25,972 |
Accrued liabilities | 24,218 | 18,477 |
Operating lease liabilities, current | 3,057 | 1,208 |
Finance lease liabilities, current | 3,255 | 1,570 |
Income taxes payable | 1,206 | 425 |
Total current liabilities | 65,221 | 47,652 |
Operating lease liabilities, non-current | 5,771 | 892 |
Finance lease liabilities, non-current | 10,481 | 7,023 |
Other liability, non-current | 1,028 | 767 |
Total liabilities | 82,501 | 56,334 |
Commitments and contingencies (Note 20) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized as of December 31, 2023 and December 25, 2022; no shares issued and outstanding as of December 31, 2023 and December 25, 2022, respectively | 0 | 0 |
Common stock, $0.0001 par value per share, 310,000,000 shares authorized as of December 31, 2023 and December 25, 2022; 41,684,649 and 40,746,990 shares issued and outstanding as of December 31, 2023 and December 25, 2022, respectively | 4 | 4 |
Additional paid-in capital | 163,325 | 155,716 |
Retained earnings | 29,725 | 4,159 |
Accumulated other comprehensive loss | (377) | (1,547) |
Total stockholders’ equity | 192,677 | 158,332 |
Total liabilities and stockholders' equity | $ 275,178 | $ 214,666 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, net of allowance for credit losses | $ 550 | $ 699 |
Prepaid expenses and other current assets, net of allowance for credit losses | $ 227 | $ 206 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 310,000,000 | 310,000,000 |
Common stock, shares issued | 41,684,649 | 40,746,990 |
Common stock, shares outstanding | 41,684,649 | 40,746,990 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Income Statement [Abstract] | |||
Net revenue | $ 471,857 | $ 362,050 | $ 260,901 |
Cost of goods sold | 309,531 | 252,606 | 178,002 |
Gross profit | 162,326 | 109,444 | 82,899 |
Operating expenses: | |||
Selling, general and administrative | 101,728 | 77,236 | 57,868 |
Shipping and distribution | 27,344 | 30,104 | 24,979 |
Total operating expenses | 129,072 | 107,340 | 82,847 |
Income from operations | 33,254 | 2,104 | 52 |
Interest expense | (782) | (114) | (52) |
Interest income | 2,542 | 992 | 381 |
Other expense, net | (2,813) | (151) | (27) |
Total other income (expense), net | (1,053) | 727 | 302 |
Net income before income taxes | 32,201 | 2,831 | 354 |
Income tax provision (benefit) | 6,635 | 1,601 | (2,028) |
Net income | 25,566 | 1,230 | 2,382 |
Less: Net loss attributable to noncontrolling interests | 0 | (21) | (47) |
Net income attributable to Vital Farms, Inc. common stockholders | $ 25,566 | $ 1,251 | $ 2,429 |
Earnings Per Share | |||
Basic: | $ 0.62 | $ 0.03 | $ 0.06 |
Diluted: | $ 0.59 | $ 0.03 | $ 0.06 |
Weighted average common shares outstanding: | |||
Basic: | 41,192,544 | 40,648,592 | 40,027,278 |
Diluted: | 43,312,836 | 43,469,586 | 43,321,733 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 25,566 | $ 1,230 | $ 2,382 |
Other comprehensive income (loss), before tax: | |||
Unrealized net holding gain (loss) | 1,371 | (1,745) | (385) |
Amounts reclassified for realized losses to earnings | 182 | 96 | 55 |
Available-for-sale debt securities, before tax | 1,553 | (1,649) | (330) |
Other comprehensive income (loss), before tax | 1,553 | (1,649) | (330) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (383) | 383 | 80 |
Other comprehensive income (loss), net of tax | 1,170 | (1,266) | (250) |
Comprehensive income (loss) | 26,736 | (36) | 2,132 |
Less: Comprehensive loss attributable to noncontrolling interests | 0 | (21) | (47) |
Comprehensive income (loss) attributable to Vital Farms, Inc. common stockholders | $ 26,736 | $ (15) | $ 2,179 |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest Variable Interest Entity, Primary Beneficiary | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity Attributable to Vital Farms, Inc. Stockholders | Noncontrolling Interests |
Beginning Balance at Dec. 27, 2020 | $ 142,210 | $ 5 | $ (16,276) | $ 144,311 | $ 14,039 | $ (31) | $ 142,048 | $ 162 | |
Beginning balance at Dec. 27, 2020 | $ 175 | ||||||||
Beginning balance, Shares at Dec. 27, 2020 | 44,938,958 | ||||||||
Beginning Balance, Shares at Dec. 27, 2020 | (5,494,918) | ||||||||
Exercise of stock options | 2,803 | 2,803 | 2,803 | ||||||
Exercise of stock options, Shares | 1,034,929 | ||||||||
Vesting of restricted stock units, Shares | 15,000 | ||||||||
Stock-based compensation expense | 4,440 | 4,440 | 4,440 | ||||||
Net loss attributable to noncontrolling interests - stockholders | (47) | (47) | |||||||
Retirement of treasury stock | $ 16,276 | (2,554) | (13,722) | ||||||
Retirement of treasury stock, Shares | (5,494,918) | 5,494,918 | |||||||
Other comprehensive loss, net | (250) | (250) | (250) | ||||||
Net income attributable to Vital Farms, Inc. stockholders | 2,429 | 2,429 | 2,429 | ||||||
Ending Balance at Dec. 26, 2021 | 151,585 | $ 5 | 149,000 | 2,746 | (281) | 151,470 | 115 | ||
Ending balance at Dec. 26, 2021 | 175 | ||||||||
Ending Balance, Shares at Dec. 26, 2021 | 40,493,969 | ||||||||
Exercise of stock options | 685 | 685 | 685 | ||||||
Exercise of stock options, Shares | 180,835 | ||||||||
Vesting of restricted stock units | (9) | (9) | (9) | ||||||
Vesting of restricted stock units, Shares | 51,852 | ||||||||
Shares issued under employee stock purchase plan, Shares | 20,334 | ||||||||
Stock-based compensation expense | 6,040 | 6,040 | 6,040 | ||||||
Dissolution of noncontrolling interest | 67 | $ (175) | $ (1) | (1) | 68 | ||||
Net loss attributable to noncontrolling interests - stockholders | (21) | 162 | 162 | $ (183) | |||||
Other comprehensive loss, net | (1,266) | (1,266) | (1,266) | ||||||
Net income attributable to Vital Farms, Inc. stockholders | 1,251 | 1,251 | 1,251 | ||||||
Ending Balance at Dec. 25, 2022 | $ 158,332 | $ 4 | 155,716 | 4,159 | (1,547) | 158,332 | |||
Ending Balance, Shares at Dec. 25, 2022 | 40,746,990 | 40,746,990 | |||||||
Exercise of stock options | $ 692 | 692 | 692 | ||||||
Exercise of stock options, Shares | 737,000 | 737,000 | |||||||
Vesting of restricted stock units, Shares | 217,347 | ||||||||
Shares issued under employee stock purchase plan, Shares | 25,878 | ||||||||
Shares withheld for tax liability on vested restricted stock units | (42,566) | ||||||||
Shares withheld for tax liability on vested restricted stock units | $ (796) | (796) | (796) | ||||||
Shares issued under employee stock purchase plan | 296 | 296 | 296 | ||||||
Stock-based compensation expense | 7,417 | 7,417 | 7,417 | ||||||
Net loss attributable to noncontrolling interests - stockholders | 0 | ||||||||
Other comprehensive loss, net | 1,170 | 1,170 | 1,170 | ||||||
Net income attributable to Vital Farms, Inc. stockholders | 25,566 | 25,566 | 25,566 | ||||||
Ending Balance at Dec. 31, 2023 | $ 192,677 | $ 4 | $ 163,325 | $ 29,725 | $ (377) | $ 192,677 | |||
Ending Balance, Shares at Dec. 31, 2023 | 41,684,649 | 41,684,649 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 25,566 | $ 1,230 | $ 2,382 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 7,925 | 5,441 | 3,540 |
Reduction in the carrying amount of right-of-use assets | 4,129 | 1,840 | 0 |
Amortization of available-for-sale debt securities | 348 | 711 | 1,301 |
Stock-based compensation expense | 7,417 | 6,040 | 4,440 |
Uncertain tax positions | 58 | 405 | 0 |
Deferred taxes | (179) | 227 | (2,536) |
Net realized losses on derivative instruments | 2,711 | 0 | 0 |
Other | 438 | 184 | 341 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (862) | (13,858) | (6,078) |
Inventories | (6,443) | (15,574) | 1,733 |
Income taxes receivable | 0 | 199 | 1,354 |
Prepaid expenses and other current assets | (1,151) | (131) | 426 |
Deposits and other assets | 98 | 45 | (46) |
Income taxes payable | 782 | 425 | 0 |
Accounts payable | 6,671 | 2,352 | 6,796 |
Accrued liabilities | 5,157 | 3,843 | 4,029 |
Operating lease liabilities | (1,759) | (1,477) | 0 |
Net cash (used in) provided by operating activities | 50,906 | (8,098) | 17,682 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (11,538) | (10,468) | (16,711) |
Purchases of leasehold improvements | 0 | (89) | 0 |
Purchases of available-for-sale debt securities | (982) | (33,817) | (51,688) |
Purchases of derivative instruments | (1,971) | 0 | 0 |
Sales of available-for-sale debt securities | 2,895 | 0 | 1,436 |
Settlements of derivative instruments | 106 | 0 | 0 |
Maturities and call redemptions of available-for-sale debt securities | 32,265 | 34,345 | 48,523 |
Proceeds from the sale of property, plant and equipment | 1,056 | 100 | 0 |
Return of investment in variable interest entity | 552 | 0 | 0 |
Dissolution of equity investment | 0 | (108) | 0 |
Net cash provided by (used in) investing activities | 22,383 | (10,037) | (18,440) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 692 | 675 | 2,803 |
Proceeds from issuance of common stock under employee stock purchase plan | 296 | 0 | 0 |
Payment of tax withholding obligation on vested RSU shares | (796) | 0 | 0 |
Principal payments under finance lease obligations | (2,246) | (554) | (471) |
Payment of contingent consideration | 0 | (38) | (152) |
Net cash (used in) provided by financing activities | (2,054) | 83 | 2,180 |
Net increase (decrease) in cash and cash equivalents | 71,235 | (18,052) | 1,422 |
Cash and cash equivalents at beginning of the period | 12,914 | 30,966 | 29,544 |
Cash and cash equivalents at end of the period | 84,149 | 12,914 | 30,966 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 775 | 114 | 43 |
Cash paid for income taxes | 5,996 | 99 | 102 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Purchases of property, plant and equipment included in accounts payable and accrued liabilities | 187 | 1,143 | 1,493 |
Revolving Credit Facility [Member] | |||
Cash flows from financing activities: | |||
Proceeds from borrowing under revolving line of credit | 7,500 | 0 | 0 |
Repayment of revolving line of credit | $ (7,500) | $ 0 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 25,566 | $ 1,251 | $ 2,429 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
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 |
Rule 10b5-1 arrangement modified | false |
Non-Rule 10b5-1 arrangement modified | false |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Vital Farms, Inc. (the “Company,” “we,” “us” or “our”) was incorporated in Delaware on June 6, 2013 and is headquartered in Austin, Texas. The Company packages, markets and distributes shell eggs, butter and other products. These products are principally sold under the name Vital Farms in addition to other trade names, primarily to retail and foodservice channels in the United States. Vital Farms of Missouri, LLC is a wholly owned subsidiary of Vital Farms. All significant intercompany transactions and balances have been eliminated in the audited consolidated financial statements. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the included disclosures are adequate, and the accompanying consolidated financial statements contain all adjustments necessary for a fair statement of our consolidated financial position as of December 31, 2023, consolidated results of operations and the consolidated cash flows for the fiscal years ended December 31, 2023, December 25, 2022 and December 26, 2021 . Such adjustments are of a normal and recurring nature and certain reclassifications of previously reported amounts have been made to conform to the current year presentation. A reclassification of $ 1,539 has been made from accounts receivable, net to prepaids and other current assets, net in the consolidated balance sheet as of December 25, 2022 to conform to the current year presentation of our accounts receivable from the Company's network of farms. Fiscal Year: The Company’s fiscal year ends on the last Sunday in December and contains either 52 or 53 weeks. Therefore, the financial results of certain 53-week fiscal years will not be exactly comparable to the prior and subsequent 52-week fiscal years. The fiscal year ended December 31, 2023 contains operating results for 53 weeks, while the fiscal years ended December 25, 2022, and December 26, 2021 contain operating results for 52 weeks. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the 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. Such estimates principally include revenue recognition, determination of useful lives for property and equipment, trade spend accruals, goodwill, allowance for credit losses, inventory obsolescence, stock option valuations, accrued liabilities, income taxes and contingencies. Actual results could differ from those estimates. Concentrations of Customers and Risk: A substantial amount of our shell egg processing occurs at our Egg Central Station shell egg processing facility. Any shutdown or period of reduced production at Egg Central Station, which may be caused by regulatory noncompliance or other issues, as well as factors beyond our control, such as natural disaster, weather, fire, power interruption, work stoppage, disease outbreaks or pandemics, equipment failure or delay in raw materials delivery, would significantly disrupt our ability to deliver our products in a timely manner, meet our contractual obligations and operate our business. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments, accounts receivable and derivative instruments. The Company maintains deposits with large financial institutions that the Company believes are of high credit quality. At times the Company’s cash and cash equivalents balances with individual banking institutions are in excess of federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents balances. The Company's customer concentration for the fiscal year ended December 31, 2023 was as follows: Net Revenue Net Revenue Net Revenue Accounts Receivable, Net Accounts Receivable, Net Customer A 25 % 26 % 18 % 18 % 23 % Customer B * 11 % 12 % 12 % 12 % Customer C * * 14 % * * Customer D * * 10 % * * Customer E * * * 11 % 13 % Customer F * * * 11 % * * Denotes percentage less than 10% Cash and Cash Equivalents: The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are all in financial institutions in the United States. As of December 31, 2023 and December 25, 2022 , cash and cash equivalents consisted of cash on deposit with balances denominated in U.S. dollars and investments in money market funds. Investment Securities: The Company accounts for its investment securities in accordance with ASC 320, Investments-Debt and Equity Securities . The Company considers all of its debt securities for which there is a determinable fair market value, and there are no restrictions on the Company’s ability to sell within the next 12 months, as available-for-sale. The Company classifies these securities as current, because the amounts invested are available for current operations. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, recorded in other comprehensive income until the security is settled or sold, except for changes in allowance for expected credit losses, which are reported on a gross basis in other expense. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is recorded in interest income. The cost of securities sold is based on the specific identification method with realized gains and losses on the sale of debt securities and declines in value due to credit-related factors, reclassified out of accumulated other comprehensive income when sold and recorded in other income. Income tax effects related to realized gains and losses on available-for-sale securities are released from accumulated other comprehensive income quarterly with the recognition of the Company’s tax provision. Interest and dividends on securities classified as available-for-sale are recorded in interest income. Variable Interest Entity: The Company consolidates all entities where a controlling financial interest exists. The Company has considered its relationship with Ovabrite, Inc. to determine whether the Company has a variable interest in that entity, and if so, whether the Company is the primary beneficiary of the relationship. GAAP requires variable interest entities (“VIEs”) to be consolidated if an entity’s interest in the VIE is a controlling financial interest. Under the variable model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with GAAP. Segment Information: The Company operates and manages its business as one reportable and operating segment. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of evaluating financial performance and allocating resources. All of the Company’s long-lived assets and customers are located in the United States. Fair Value of Financial Instruments: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of inputs that may be used to measure fair value are defined below: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of cash, trade receivables, other non-trade receivables within prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate their fair value due to the short-term nature of these assets and liabilities. Accounts Receivable: Accounts receivable are stated at amounts due from customers net of any allowance for credit losses. The Company generally does not have collateral for its receivables, but the Company does periodically evaluate the creditworthiness of its customers. Allowance for Credit Losses: The allowance for expected credit losses related to trade receivables is estimated based on the trade receivable aging category, credit risk of specific customers, past collection history, and management’s evaluation of accounts receivable. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The provision for expected credit losses is charged within selling, general and administrative costs. These losses have been immaterial to date. Subsequent recoveries, if any, are credited to the allowance. The allowance for expected credit losses related to other non-trade receivables are estimated based on the aging category and the probability of default. Provisions for current estimated credit losses are classified within selling, general and administrative costs. Inventories: Inventories are stated at the lower of cost (determined under the weighted average cost method) or net realizable value. In addi tion to product cost, inventory costs include expenditures such as in-bound shipping and handling and warehousing costs incurred in bringing the inventory to its existing condition and location. Inventory includes eggs and egg-related products, butter and butter-related products, packaging, feed, laying hens, pullets, and equipment parts. A reduction in the carrying value of an inventory item from cost to net realizable value is recorded in cost of goods sold with the offset to inventory. Any inventory that does not meet the quality control standards of the Company is separated and written down to its net realizable value. Derivative Financial Instruments: The Company uses derivative instruments as part of its risk management activities to reduce its exposure to commodity price risk. Business operations give rise to certain market exposures, mostly due to changes in commodity prices of corn and soybean meal. Credit risks associated with derivative contracts are not significant, as the Company minimizes counterparty exposure by dealing with creditworthy counterparties and collateralized insurers and by utilizing exchange traded instruments and insurance backed commodity settlement contracts. While the Company may be exposed to potential losses due to the credit risk of non-performance by these counterparties, losses are not anticipated. The Company does not hold derivative instruments for trading purposes. Additionally, the Company’s derivative contracts are short-term in duration and do not make use of credit-risk-related contingent features. Derivatives used to manage commodity price risk are not designated for hedge accounting treatment. Therefore, the changes in fair value of these derivatives are recorded as incurred within other expense, net. Net realized gains and losses on derivative instruments are reported as a reconciling item from net income to cash from operating activities in our consolidated statements of cash flows. Cash flows related to settlements and purchases of derivative instruments are reported as investing activities within the consolidated statements of cash flows. Property, Plant and Equipment: Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives. The general range of useful lives of other property, plant and equipment is as follows: Estimated Useful Life Land N/A Land improvements 15 to 20 years Buildings and improvements 15 to 39 years Vehicles 5 years Machinery and equipment 2 to 7 years Furniture and fixtures 5 years Leasehold improvements Lesser of lease term or 5 years When assets are sold or retired, the cost and related accumulated depreciation or amortization of assets disposed of are removed from the accounts, with any resulting gain or loss recorded in operations in the consolidated statements of income. Normal repairs and maintenance costs are expensed as incurred to operations. Goodwill: Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually on the first day of the fourth fiscal quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s goodwill impairment test is performed at the enterprise level given the single reporting unit. The Company first assesses qualitative factors to determine whether events or circumstances existed that would lead the Company to conclude that it is more likely than not that the fair value of the reporting unit is below its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is below the carrying amount based on qualitative factors or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill assessment would be required. In the quantitative evaluation, the fair value of the reporting unit is determined and compared to the carrying value. If the fair value is greater than the carrying value, then the carrying value is deemed to be recoverable and no further action is required. If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying amount exceeds the reporting unit’s fair value and a charge is reported as impairment of goodwill in the consolidated statements of income. To date, the Company has not recorded any impairment charges associated with its goodwill. Leases: The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, Leases (“Topic 842”), a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company has made an accounting policy election not to recognize right-of-use (“ROU”) assets and lease liabilities for leases with a term of 12 months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease. The Company’s recognized ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date, which are reduced by any lease incentives. Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the Consumer Price Index measured by the U.S. Bureau of Labor Statistics). Subsequent index changes and other periodic market-rate adjustments to base rent are recorded as variable lease expense during the period in which they are incurred. Residual value guarantees or payments for terminating the lease are included in the lease payments only when it is probable they will be incurred. The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes. The non-lease components typically represent additional services transferred to the Company, such as common area maintenance for real estate, which are variable in nature and recorded in variable lease expense in the period incurred. Impairment of Long-Lived Assets: The Company reviews the carrying value of property, plant and equipment for impairment whenever events and circumstances indicate the carrying value of an asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects and the effects of obsolescence, demand, competition and other economic factors. The Company did no t recognize an impairment loss during the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021 . Noncontrolling Interest: The Company recognizes noncontrolling interest related to VIEs, in which the Company is the primary beneficiary, as equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income or loss attributable to noncontrolling interests is included in consolidated net income on the face of the consolidated statements of income. Changes in the parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. In addition, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. Affiliate equity interests where the Company has certain rights to demand settlement are presented at their current redemption values, as redeemable noncontrolling interest in the consolidated balance sheet. Because these transactions take place between entities under common control, any gains or losses attributable to these transactions are required to be included within additional paid-in-capital on the consolidated balance sheets. Income Taxes: Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements. In estimating future tax consequences, the Company considers all expected future events other than enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized. The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. Assessing an uncertain tax position begins with the initial determination of the sustainability of the position and is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed. Additionally, the Company must accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 31, 2023 and December 25, 2022 the Company had accrued interest and penalties related to uncertain tax positions of $ 171 and $ 85 . Net Income per Share Attributable to Vital Farms, Inc. Common Stockholders: The Company applies the two-class method to compute basic and diluted net income per share attributable to the Company’s common stockholders when shares meet the definition of participating securities. The two-class method determines net income per share for each class of the Company’s common stock and preferred stock according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between the Company’s common stock and preferred stock based upon their respective rights to share in the earnings as if all income for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the preferred stock does not have a contractual obligation to share in the Company’s losses. Basic net income per share attributable to the Company’s stockholders is computed by dividing net income by the weighted-average number of shares outstanding during the period without consideration of potentially dilutive common stock. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue shares of the Company’s common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless inclusion of such shares would be anti-dilutive. For periods in which the Company reports net losses, diluted net loss per common share attributable to the Company’s common stockholders is the same as basic net loss, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Revenue Recognition: The Company generates revenue primarily through sales of products to its customers, which include natural channel retailers, mainstream channel retailers and foodservice customers. The Company sells its products to customers on a purchase-order basis. Revenue is recognized when control of the product is transferred to the customer and the related performance obligation is satisfied, which typically occurs upon delivery of the product to the customer, for an amount that reflects the net consideration the Company expects to receive in exchange for delivering the product. The Company offers sales incentives through various programs to customers and allow deductions from its customers, which may include credits or discounts to customers in the event that products do not conform to customer specifications or expire at a customer’s site. The cost associated with promotions and chargebacks is estimated and recorded as a reduction in revenue and is recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of this cost therefore requires management judgment regarding the volume of promotional offers that will be redeemed. Differences between estimated cost and actual redemptions are recognized as a change in management estimate in a subsequent period. In many cases, key sales terms such as pricing and quantities ordered are established on a regular basis such that most customer arrangements and related incentives have a duration of less than one year. Amounts billed and due from customers are short-term in nature and are classified as receivables since payments are unconditional and only the passage of time is required before payments are due. Treasury Stock: The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct the par value from the Company’s common stock and to reflect any excess of cost over par value as a reduction to additional paid-in capital (to the extent created by previous issuances of the shares). Shipping and Distribution: The Company’s shipping and distribution costs include costs incurred with third-party carriers to transport products to customers and salaries and overhead costs related to activities to prepare the Company’s products for shipment. Shipping and distribution costs were $ 27,344 , $ 30,104 , and $ 24,979 during the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021, respectively. Freight-in costs are included within cost of goods sold and were $ 4,823 , $ 9,610 , and $ 7,623 during the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021 , respectively. Stock-Based Compensation: The Company measures all stock-based awards granted to employees and directors based on the estimated fair value on the date of the grant and recognizes compensation expense for those awards, over the requisite service period, which is generally the vesting period of the respective award. Stock options generally vest ratably over three years from the date of grant and expire 10 years from the date of grant. Restricted stock awards generally vest ratably over three years from the date of grant and contain no other service or performance conditions. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service or vesting period. Forfeitures for stock options and restricted stock awards are recognized as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing valuation model, which requires inputs based on certain subjective assumptions, including the fair market value of the Company’s common stock, expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The Company classifies stock-based compensation expense in its consolidated statements of income in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Advertising and Promotion Expenses: Advertising and promotion expenses consist primarily of production costs and the costs to communicate the advertisements to promote and market the Company’s products. Production costs such as idea development, artwork, audio and video crews and other upfront development costs are expensed the first time the associated advertising campaign is launched or aired. The costs to communicate the advertisements such as airtime and distribution costs are expensed as incurred. During the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021, the Company incurred advertising and promotion expenses of approximately $ 23,625 , $ 13,301 , and $ 11,469 , respectively. Emerging Growth Company Status: The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised financial accounting standards until such time as those standards apply to private companies. Recently Adopted Accounting Pronouncements: In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, ASU 2020-03 and ASU 2022-02 (collectively, “Topic 326”), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Topic 326 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The Company adopted ASU 2016-13 on December 26, 2022. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. There was no impact on the Company’s consolidated financial statements at adoption. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted ASU 2019-12 during fiscal year 2022 and there was no material impact on the Company’s consolidated financial statements for the fiscal years ended December 25, 2022 and December 31, 2023 . Recently Issued Accounting Pronouncements Not Yet Adopted: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures (“ASU 2023-07”) in order to improve stockholders’ understanding of an entity’s business activities through enhanced disclosures around reportable segments. ASU 2023-07 will require incremental and more detailed disclosure regarding segment expenses on both an annual and interim basis. For public companies ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company expects to adopt the standard for the fiscal year beginning January 1, 2024. The Company is currently evaluating the impact of its pending adoption of ASU 2023-07 on its consolidated financial statements. In December 2023, the FASB issued ASU No 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures (“ASU 2023-09” ) in order to enhance the transparency and usefulness of income tax disclosures. The guidance is applicable to all entities subject to income tax and it will require disclosure of certain categories within the rate reconciliation to improve consistency as well as disclosure of reconciling items which meet a certain quantitative threshold which will improve transparency. Additionally, entities must disclose the amount of taxes paid to federal, state and foreign municipalities. For public business entities ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company expects to adopt the standard for the fiscal year beginning December 30, 2024. The Company is currently evaluating the impact of its pending adoption of ASU 2023-09 on its consolidated financial statements. |
Investment Securities
Investment Securities | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | 3. Investment Securities The following table summarizes the Company’s available-for-sale investment securities as of December 31, 2023: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value U.S. corporate bonds and U.S. dollar $ 33,134 $ 10 $ ( 477 ) $ — $ 32,667 Total $ 33,134 $ 10 $ ( 477 ) $ — $ 32,667 The following table summarizes the Company’s available-for-sale investment securities as of December 25, 2022: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value U.S. corporate bonds and U.S. dollar $ 66,658 $ 4 $ ( 2,000 ) $ — $ 64,662 U.S. Treasury 1,176 — ( 24 ) — 1,152 Total $ 67,834 $ 4 $ ( 2,024 ) $ — $ 65,814 The following table presents the Company’s proceeds, gross realized gains and losses from the sale of available-for-sale securities for the periods presented: Fiscal Year Ended December 31, December 25, December 26, Proceeds $ 2,895 $ — $ 1,436 Gross realized gains — 9 — Gross realized losses ( 183 ) ( 105 ) ( 55 ) Net realized losses $ ( 183 ) $ ( 96 ) $ ( 55 ) Actual maturities may differ from contractual maturities because some borrowers have the right to call or prepay obligations with or without call or prepayment penalties. The amortized cost and fair value of the Company’s investments in available-for-sale securities as of December 31, 2023 by contractual maturity are as follows: Amortized Cost Fair Value Due within one year $ 23,478 $ 23,157 Due after one year through five years 9,656 9,510 Total available-for-sale $ 33,134 $ 32,667 The following tables present the Company’s unrealized loss aging for available-for-sale securities by type and length of time the security was in a continuous unrealized loss position as of the periods presented: December 31, 2023 Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. corporate bonds and U.S. dollar $ 699 $ ( 3 ) $ 29,247 $ ( 474 ) $ 29,946 $ ( 477 ) Total $ 699 $ ( 3 ) $ 29,247 $ ( 474 ) $ 29,946 $ ( 477 ) December 25, 2022 Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. corporate bonds and U.S. dollar $ 31,657 $ ( 888 ) $ 32,406 $ ( 1,112 ) $ 64,063 $ ( 2,000 ) U.S. Treasury — — 1,176 ( 24 ) 1,176 ( 24 ) Total $ 31,657 $ ( 888 ) $ 33,582 $ ( 1,136 ) $ 65,239 $ ( 2,024 ) As of the fiscal year ended December 31, 2023, there were 47 diversified issuances in the Company’s securities portfolio in an unrealized loss position, with credit ratings from BBB- to AAA. As of December 31, 2023, there are no individual bonds with unrealized losses exceeding $ 46 , and 46 issuances have been in a loss position greater than 12 months. The decline in fair value has resulted primarily from rising interest rates over the last 12 months, and the Company does not believe there has been any significant decline in the creditworthiness of the issuers. The Company also does not believe it is likely that a significant number of bonds will be called early, and it does not have liquidity needs that would necessitate a sale of any material investments prior to maturity. Therefore, the Company has no t recorded an allowance for credit losses on the investment securities as of December 31, 2023. The fair value and location of all investment securities are included in “Fair Value Measurements” in Note 5 below. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 4. Derivative Financial Instruments The Company enters into derivative instruments to mitigate the impact of commodity price volatility. Such instruments may include call options on commodity price contracts. Realized and unrealized gains and losses on the Company’s commodity derivatives not designated as hedging instruments are recorded in other expense, net. The Company recognizes all derivative instruments as either assets or liabilities. The following table presents the aggregated outstanding notional amounts related to the Company’s derivative financial instruments for the periods presented: Metric December 31, December 25, Commodity: Corn Bushels (in thousands) 2,351 — Soybean Meal Tons 25 — For the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021, the pre-tax amount of commodity contract derivative losses recognized in other expense, net was $ 2,435, $ 0 , and $ 0 , respectively. The fair value and location of all outstanding derivative financial instruments are included in “Fair Value Measurements” in Note 5 below. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Assets Measured at Fair Value on a Recurring Basis The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. The following tables present information about the Company’s financial assets measured at fair value on a recurring basis for the periods presented: Fair Value Measurements as of December 31, 2023, Using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market $ 64,498 $ — $ — $ 64,498 Investment securities, available-for-sale: U.S. corporate bonds and U.S. dollar — 32,667 — 32,667 Prepaid expenses and other current assets: Derivative financial instruments — 394 — 394 Total assets measured at fair value $ 64,498 $ 33,061 $ — $ 97,559 Fair Value Measurements as of December 25, 2022, Using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market $ 6,740 $ — $ — $ 6,740 Investment securities, available-for-sale: U.S. corporate bonds and U.S. dollar — 64,662 — 64,662 U.S. Treasury — 1,152 — 1,152 Total assets measured at fair value $ 6,740 $ 65,814 $ — $ 72,554 During the fiscal year ended December 31, 2023 , there were no transfers between fair value measurement levels. For additional information on concentrations of credit risk for the Company’s financial instruments, refer to “Summary of Significant Accounting Policies” in Note 2 and “Investment Securities” in Note 3 above. Fair Value of Other Financial Instruments The carrying values of the Company’s short-term financial instruments not included above, including cash, trade receivables, other non-trade receivables included in prepaid expense and other current assets, accounts payable, accrued expenses and other current liabilities approximate their fair value due to their short-term nature. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 6. Revenue Recognition The following table summarizes the Company’s net revenue by primary product for the periods presented: Fiscal Year Ended December 31, December 25, December 26, Net Revenue: Eggs and egg-related products $ 449,045 $ 339,214 $ 239,967 Butter and butter-related products 22,812 22,836 20,934 Net Revenue $ 471,857 $ 362,050 $ 260,901 Net revenue is primarily generated from the sale of eggs and butter. The Company’s product offerings include shell eggs, hard-boiled eggs, liquid whole eggs, and stick butter. The Company’s previous convenient breakfast product line (including egg bites and egg-based breakfast bars) was discontinued in 2022, and the Company’s ghee and spreadable tub butter offerings were discontinued during the fiscal year ended December 31, 2023 . The revenues related to the discontinued product lines were immaterial. |
Allowance for Credit Losses
Allowance for Credit Losses | 12 Months Ended |
Dec. 31, 2023 | |
Allowance for Credit Loss [Abstract] | |
Allowance for Credit Losses | 7. Allowance for Credit Losses As of December 31, 2023 and December 25, 2022, the Company had an allowance for credit losses of $ 777 and $ 699 , respectively. The Company recognizes current estimated credit losses (“CECL”) for accounts receivable. The CECL for trade receivables are estimated based on the trade receivable aging category, credit risk of specific customers, past collection history, and management’s evaluation of accounts receivable. The Company also has other receivables which are classified within prepaid expenses and other current assets. The CECL for other receivables are estimated based on the other receivables aging category and the probability of default. Provisions for CECL are classified within selling, general and administrative costs. Changes in the allowance for credit losses for the periods presented were as follows: Accounts Receivable Prepaid Expenses and other Current Assets Total As of December 27, 2020 $ ( 196 ) $ — $ ( 196 ) Provisions charged to operating results ( 184 ) — ( 184 ) Account write-offs 111 — 111 As of December 26, 2021 $ ( 269 ) $ — $ ( 269 ) Provisions charged to operating results ( 546 ) ( 206 ) ( 752 ) Account write-offs 322 — 322 As of December 25, 2022 $ ( 493 ) $ ( 206 ) $ ( 699 ) Provisions charged to operating results ( 364 ) ( 148 ) ( 512 ) Account write-offs 307 127 434 As of December 31, 2023 $ ( 550 ) $ ( 227 ) $ ( 777 ) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | 8. Inventories Inventory consisted of the following as of the periods presented: December 31, December 25, Eggs and egg-related products $ 25,521 $ 13,675 Butter and butter-related products 1,697 5,718 Packaging 4,988 5,452 Pullets 289 981 Other 896 1,121 Reserve for inventory obsolescence ( 496 ) ( 98 ) Inventories $ 32,895 $ 26,849 On a periodic basis, the Company compares the amount of inventory on hand with its latest forecasted requirements to determine whether charges for excess or obsolete inventory reserves are required. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 9. Property, Plant and Equipment Property, plant and equipment consisted of the following as of the periods presented: December 31, December 25, Land $ 552 $ 552 Land improvements 818 835 Buildings and improvements 30,532 29,667 Vehicles 1,055 894 Machinery and equipment 50,979 34,978 Leasehold improvements 492 919 Furniture and fixtures 461 685 Construction in progress 3,001 3,312 87,890 71,842 Less: Accumulated depreciation and amortization ( 21,051 ) ( 12,687 ) Property, plant and equipment, net $ 66,839 $ 59,155 During the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021, depreciation and amortization of property, plant and equipment was approximately $ 7,925 , $ 5,441 , and $ 3,540 , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 10. Leases The Company leases office facilities, warehouses, office equipment and vehicles for delivery of products under lease agreements with initial terms approximating one to five years. The Company's finance leases include leases on a transportation fleet as well as office equipment and its operating leases primarily consist of leases on its buildings, including its corporate headquarters. In addition, substantially all the Company’s long-term supply contracts with farms contain components that meet the definition of embedded leases within the scope of Topic 842. These arrangements convey to the Company the right to control implicitly identified property, plant and equipment as it takes substantially all the utility generated by these assets over the term of the arrangements at a variable price. The initial term of these supply agreements ranges from one to seven years . Excluding upfront leasing costs discussed below, the total purchase commitments contained in these arrangements are variable and represent rentals; there are no minimum purchase commitments associated with these long-term supply contracts. During December 2023, the Company executed two long-term supply contracts with farms to provide an upfront lease payment to offset farm construction costs, loans and other startup costs. The upfront leasing costs have been classified within our operating lease right-of-use assets on the consolidated balance sheet for the year ended December 31, 2023 and will be amortized to cost of goods sold over the term of the long term supply arrangements. As the classification and timing of recognition of costs attributable to the eggs and embedded cost of the lease rentals are identical, the Company does not allocate the total purchase cost of eggs between the cost of the eggs and the embedded cost of the lease rentals or distinguish between them in its accounting records. The Company records the total purchase cost of eggs, which includes costs associated with the eggs and the corresponding cost of embedded lease rentals from the same arrangement, into inventory. These costs are expensed to cost of goods sold when the associated eggs are sold to customers and are also reported as part of our variable lease cost. The Company’s office lease for its corporate headquarters facility in Austin, Texas includes an option to renew, generally at the Company's sole discretion, with renewal terms that can extend the lease term up to five years. In addition, certain leases contain termination options, where the rights to terminate are held by the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. As of December 31, 2023, it is not reasonably certain that the Company will exercise the right to extend its office lease and therefore, the Company has not included the extended term in the calculation of its ROU assets or liabilities. The Company’s leases do not contain any material restrictive covenants or residual value guarantees. Operating lease cost is recognized on a straight-line basis over the lease term and finance lease cost is recognized as amortization expense for ROU assets and interest expense associated with finance lease liabilities. Amortization expense associated with our finance leases during the fiscal years ended December 31, 2023 and December 25, 2022 was $ 2,565 and $ 439 , respectively, and is recorded within costs of goods sold and selling, general and administrative costs in the consolidated statement of income. The components of lease cost consisted of the following for the periods presented: Fiscal Year Ended December 31, December 25, December 26, Operating lease cost $ 1,714 $ 1,445 $ — Finance lease cost – amortization of right-of-use assets 2,565 439 — Finance lease cost – interest on lease liabilities 740 87 28 Short-term lease cost 771 67 — Variable lease cost 7,533 2,967 — Variable lease cost – long-term supply contracts 200,050 143,696 — Total lease cost $ 213,373 $ 148,701 $ 28 Supplemental balance sheet information related to leases is as follows: As of December 31, 2023 As of December 25, 2022 Finance Leases Machinery and equipment $ 16,321 $ 8,931 Less: Accumulated depreciation and amortization ( 2,837 ) ( 272 ) Property, plant and equipment, net $ 13,484 $ 8,659 As of December 31, 2023 As of December 25, 2022 Weighted-average remaining lease term (years) Operating leases 2.97 2.18 Finance leases 3.83 4.85 Weighted-average discount rate Operating leases 7.38 % 3.32 % Finance leases 7.12 % 6.34 % Future undiscounted cash flows are as follows: As of December 31, 2023 Operating Leases Finance Leases 2024 $ 3,579 $ 4,103 2025 3,170 4,103 2026 3,017 4,095 2027 — 3,332 2028 — — Thereafter — — Total lease payments 9,766 15,633 Less imputed interest ( 938 ) ( 1,897 ) Total present value of lease liabilities $ 8,828 $ 13,736 Supplemental cash flow information related to leases is as follows: Cash paid for amounts included in measurement of lease liabilities: Fiscal Year Ended December 31, December 25, Operating cash outflows - payments on operating leases $ 1,759 $ 1,477 Operating cash outflows - interest payments on finance leases 740 87 Financing cash outflows - principal payments on finance leases 2,246 554 Right-of-use assets obtained in exchange for new lease obligations: As of December 31, 2023 As of December 25, 2022 Operating leases $ 8,583 $ — Finance leases 7,390 8,931 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 11. Accrued Liabilities Accrued liabilities consisted of the following as of the periods presented: December 31, December 25, Employee-related costs $ 9,131 $ 7,453 Promotions and customer deductions 6,982 4,414 Distribution fees and freight 2,876 2,351 Marketing and broker commissions 3,627 1,598 Purchases of inventory 525 1,349 Professional fees 1,066 761 Other 11 551 Accrued liabilities $ 24,218 $ 18,477 |
Product Exit Costs
Product Exit Costs | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Product Exit Costs | 12. Product Exit Costs During the fiscal year ended December 25, 2022, the Company made the decision to exit its convenient breakfast product category due to a shift in focus to product offerings that are core to the Company’s operations. Charges incurred in connection with these product exits were substantially complete by December 25, 2022, and the Company believes the actual charges as shown below approximate fair value. During the fiscal year ended December 31, 2023, the Company made the decision to exit its ghee and spreadable tub butter product offerings. Charges incurred in connection with these product exits were immaterial. As of December 25, 2022 , the ending liability balance related to the convenience breakfast category exit was $ 119 . As of December 31, 2023, remaining liabilities of $ 45 are expected to be settled or released by the end of the 13-week period ending March 31, 2024 . The following table summarizes the activity related to the exit of the Company’s convenient breakfast products during the periods presented: For the Fiscal Year Ended December 31, 2023 Description Statement of Income Beginning Liability Balance Charges Incurred Amounts Paid or Settled Amounts Released as Unutilized Ending Liability Balance Asset write-downs Cost of goods sold $ 119 $ — $ ( 74 ) $ — $ 45 Total $ 119 $ — $ ( 74 ) $ — $ 45 For the Fiscal Year Ended December 25, 2022 Description Statement of Income Charges Incurred Amounts Paid or Settled Amounts Released as Unutilized Ending Liability Balance Contract terminations Selling, general and administrative $ 1,126 $ ( 1,126 ) $ — $ — Inventory obsolescence Cost of goods sold 749 ( 749 ) — — Customer allowances Net revenue 146 ( 111 ) ( 35 ) — Asset write-downs Cost of goods sold 119 — — 119 Co-manufacturer charges Cost of goods sold 135 ( 135 ) — — Asset disposals Selling, general and administrative 66 ( 66 ) — — Total $ 2,341 $ ( 2,187 ) $ ( 35 ) $ 119 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 13. Long-Term Debt In October 2017, the Company entered into a credit facility agreement with PNC Bank, National Association (the “Credit Facility”) that initially included a $ 4.7 million term a loan, a $ 10.0 million revolving line of credit and an equipment loan with a maximum borrowing capacity of $ 1.5 million. Subsequently, the terms of the Credit Facility were modified at various times between fiscal 2018 and fiscal 2023 . Such amendments (i) amended various definitions, (ii) waived a technical default in May 2020 which was triggered by exceeding the capital expenditure limit, (iii) increased borrowing capacity and (iv) extended the maturity date. The Ninth Amendment to the Credit Facility in April 2021 eliminated the term loan and equipment loan. The Tenth Amendment to the Credit Facility in December 2022 modified certain covenants related to commodity hedging, consented to the dissolution of immaterial subsidiaries and implemented changes related to the discontinuation of LIBOR. The Eleventh Amendment to the Credit Facility, effective July 26, 2023 extended the maturity date by one year, from April 2, 2024 to April 2, 2025 . The maximum borrowing capacity under the revolving line of credit is currently $ 20.0 million . Interest on borrowings under the revolving line of credit, as well as loan advances thereunder, accrues at a rate, at the Company’s election at the time of borrowing, equal to (i) the secured overnight financing rate as administered by the Federal Reserve Bank of New York plus 2.00 % or (ii) 1.00 % plus the alternate base rate, as defined in the Credit Facility. During the fiscal year ended December 31, 2023, the Company borrowed and repaid $ 7.5 million under the revolving line of credit. As of December 31, 2023 , there were no outstanding amounts under the revolving line of credit. The Credit Facility is secured by all of the Company’s assets (other than real property and certain other property excluded pursuant to the terms of the Credit Facility) and requires the Company to maintain three financial covenants: a fixed charge coverage ratio, a leverage ratio and a minimum tangible net worth requirement. The Credit Facility also contains various covenants relating to limitations on indebtedness, acquisitions, mergers, consolidations and the sale of properties and liens. As a result of the limitations contained in the Credit Facility, certain of the net assets on the Company’s consolidated balance sheet as of December 31, 2023 are restricted in use. The Company’s wholly owned subsidiaries are non-operating and have no restricted net assets within the meaning of Rule 4-08(e)(3) or Rule 12-04 of Regulation S-X. The Credit Facility also contains other customary covenants, representations and events of default. As of December 31, 2023 , the Company was in compliance with all covenants under the Credit Facility. During the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021, the Company recognized interest expense related to draws on the revolving line of credit of $ 7 , $ 0 , and $ 52 , respectively. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Preferred Stock [Text Block] | 14. Preferred Stock As of December 31, 2023 , the Company’s amended and restated certificate of incorporation authorized the Company to issue 10,000,000 shares, par value $ 0.0001 per share, of preferred stock, in one or more series and with such designation, rights and preferences as may be determined from time to time (collectively, the “preferred stock”) by the Company ’s Board of Directors. As of December 31, 2023 , there were no shares of preferred stock issued or outstanding. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock and Common Stock Warrant | 15. Common Stock Common Stock: As of December 31, 2023 , the Company’s amended and restated certificate of incorporation authorized the Company to issue 310,000,000 shares of common stock, par value $ 0.0001 per share, of which 41,684,649 shares were issued and outstanding. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock, if any. Each share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of the Company’s stockholders . Holders of the Company’s common stock are entitled to receive dividends as may be declared by the Board of Directors, if any, subject to the preferential dividend rights of preferred stock, if any. No cash dividends were declared or paid during the periods presented. As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following: December 31, December 25, Options to purchase common stock 3,920,485 4,634,205 Restricted stock units 565,376 505,504 Shares available for grant under the 2020 Equity Incentive 13,313,326 11,503,459 Total 17,799,187 16,643,168 Treasury Stock : In August 2021, the Company retired an aggregate of 5,494,918 shares of its common stock held in treasury. Upon retirement, the shares were redesignated as authorized but unissued shares of the Company’s common stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 16. Stock-Based Compensation The Company recognized stock-based compensation expense and the related tax benefit as follows for the periods presented: Fiscal Year Ended December 31, December 25, December 26, Cost of goods sold 1 $ 260 $ 188 $ 133 Selling, general and administrative expense 2 7,157 5,852 4,307 Total $ 7,417 $ 6,040 $ 4,440 Tax benefit $ 2,998 $ 970 $ 3,872 1. Includes $ 7 , $ 6 and $ 0 of expense related to the 2020 Employee Stock Purchase Plan as of December 31, 2023, December 25, 2022, and December 26, 2021 , respectively. 2. Includes $ 97 , $ 57 and $ 0 of expense related to the 2020 Employee Stock Purchase Plan as of December 31, 2023, December 25, 2022, and December 26, 2021 , respectively. Stock Option Activity The following table summarizes the Company’s stock option activity since December 25, 2022: Number of Weighted- Weighted- Aggregate Outstanding as of December 25, 2022 4,634,205 $ 9.35 $ 38,520 Granted 520,154 $ 15.00 Exercised ( 737,000 ) $ 1.05 $ 9,091 Cancelled/Forfeited ( 496,874 ) $ 21.89 $ 61 Outstanding as of December 31, 2023 3,920,485 $ 10.07 5.8 $ 28,749 Options exercisable as of December 31, 2023 2,793,016 $ 8.31 5.0 $ 25,215 Options vested and expected to vest as of December 31, 2023 3,920,485 $ 10.07 5.8 $ 28,749 The Company estimates the fair value of stock options on the date of grant using a Black-Scholes option-pricing valuation model, which uses the expected option term, stock price volatility, and the risk-free interest rate. The expected option term assumption reflects the period for which the Company believes the option will remain outstanding. The Company elected to use the simplified method to determine the expected option term, for all periods presented, which is the average of the option’s vesting and contractual term. The Company ’s computation of expected volatility is based on the historical volatility of selected comparable publicly traded companies over a period equal to the expected term of the option. The risk-free interest rate reflects the U.S. Treasury yield curve for a similar instrument with the same expected term in effect at the time of the grant. The following table summarizes the valuation model assumptions, fair values and intrinsic values of stock options during the fiscal years indicated: December 31, December 25, December 26, Expected term (in years) 6.0 6.0 6.0 - 6.5 Expected stock price volatility 27.8 % - 29.2 % 27.6 % - 28.6 % 28.5 % - 29.4 % Risk-free interest rate 3.63 % - 4.45 % 1.64 % - 4.16 % 0.57 % - 1.36 % Expected dividend yield 0 % 0 % 0 % Weighted average fair value at grant date $ 5.33 $ 3.97 $ 7.31 Fair value of stock options vested $ 3,160 $ 3,245 $ 2,694 Intrinsic value of stock options exercised $ 9,091 $ 1,827 $ 20,343 Proceeds from stock options exercised $ 776 $ 568 $ 2,776 As of December 31, 2023, total unrecognized stock-based compensation expense related to unvested stock options was $ 3,412 , which is expected to be recognized over a weighted-average period of 1.62 years. Restricted Stock Unit Activity The following table summarizes the restricted stock units ("RSU") activity since December 25, 2022: Number of Weighted- Unvested as of December 25, 2022 505,504 $ 13.58 Granted 350,497 $ 15.04 Vested 1 ( 217,347 ) $ 14.03 Forfeited ( 73,278 ) $ 14.10 Unvested as of December 31, 2023 565,376 $ 14.24 1. Shares of common stock that were withheld to cover taxes on the release of vested RSUs and became available for future grants pursuant to the 2020 Equity Incentive Plan As of December 31, 2023, total unrecognized stock-based compensation expense related to the Company’s unvested RSU activity was $ 5,220 , which is expected to be recognized over a weighted-average period of 1.76 years. The fair value of RSU shares vested during the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021 was $ 3,044 , $ 1,549 , and $ 564 , respectively. 2020 Equity Incentive Plan: In July 2020, the Board of Directors adopted the Vital Farms, Inc. 2020 Equity Incentive Plan (“2020 Incentive Plan”), which was subsequently approved by the Company’s stockholders and became effective on July 30, 2020. Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2020 Incentive Plan was 8,595,871 shares. The 2020 Incentive Plan provides that the number of shares reserved and available for issuance under the 2020 Incentive Plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to 4 % of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Board of Directors . As of December 31, 2023, 11,200,932 shares were available for future grants of the Company’s common stock, which excludes 1,667,385 shares of common stock that were automatically added to the available reserve on January 1, 2024. Employee Stock Purchase Plan: In July 2020, the Board of Directors adopted the 2020 Employee Stock Purchase Plan (“2020 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on July 30, 2020. The 2020 ESPP authorizes the initial issuance of up to 900,000 shares of the Company’s common stock to certain eligible employees or, as designated by the Board of Directors, employees of a related company. The 2020 ESPP provides that the number of shares reserved and available for issuance under the 2020 ESPP will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to the lesser of (i) 1 % of the outstanding number of shares of common stock on the immediately preceding December 31 and (ii) 900,000 , or such lesser number of shares as determined by the Board of Directors. As of December 31, 2023, 2,112,394 shares of the Company’s common stock were available for future issuance, which excludes 416,846 shares of common stock that were automatically added to the available reserve on January 1, 2024. The Board of Directors authorizes six-month offering periods, with the most recent beginning on November 16, 2023. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes For the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021, the provision for income taxes consisted of the following: December 31, December 25, December 26, Current: Federal $ 5,136 $ 384 $ 225 State 1,678 539 282 Deferred: Federal 28 803 ( 2,164 ) State ( 207 ) ( 125 ) ( 371 ) Provision (benefit) for income taxes $ 6,635 $ 1,601 $ ( 2,028 ) The Company’s income before income taxes is entirely derived from domestic sources for all periods presented. The reconciliation of the federal statutory income tax provision to the Company’s effective income tax provision is as follows: December 31, December 25, December 26, Provision at statutory rate of 21 % $ 6,762 $ 594 $ 74 State income taxes 1,117 51 ( 416 ) Stock-based compensation ( 1,636 ) 225 ( 2,846 ) Non-deductible costs 574 279 12 Charitable deduction ( 95 ) 634 ( 88 ) Change in deferred tax asset valuation allowance 84 ( 774 ) 774 Revisions to prior year 4 212 — Changes in uncertain tax positions 58 347 — Tax credits ( 238 ) — — Other, net 5 33 462 Provision (benefit) for income taxes $ 6,635 $ 1,601 $ ( 2,028 ) Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred income tax assets and liabilities at December 31, 2023 and December 25, 2022 were comprised of the following: 3 December 31, December 25, Deferred tax assets: Accrued expenses $ 3,716 $ 2,594 Allowances and other reserves 191 171 Inventory 1,498 963 Net operating loss carryforwards 110 1,503 Charitable contributions — 230 Stock-based compensation 1,465 1,046 Lease liability 5,558 2,624 Other 467 581 Total deferred tax assets 13,005 9,712 Less: Valuation allowance ( 84 ) — Net deferred tax assets $ 12,921 $ 9,712 Deferred tax liabilities: Prepaid expenses $ 490 $ 590 Property and equipment 6,778 6,273 Operating and finance lease right of use assets 5,517 2,589 Intangibles 507 430 Total deferred tax liabilities $ 13,292 $ 9,882 Net deferred tax liabilities $ ( 371 ) $ ( 170 ) A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A full review of all positive and negative evidence needs to be considered, including the Company’s current and past performance, the market environments in which the Company operates, the utilization of past tax credits, the length of carry back and carry forward periods and tax planning strategies that might be implemented. Management considered the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. The activity in the Company’s deferred tax asset valuation allowance for the fiscal years ended December 31, 2023 and December 25, 2022 was as follows: December 31, December 25, Valuation allowance as of beginning of year $ — $ 774 Increases recorded to income tax provision 84 — Decreases recorded as benefit to income tax provision — ( 774 ) Valuation allowance as of end of year $ 84 $ — As of December 31, 2023, the Company had unrecognized tax benefits, which represent the aggregate tax effect of the differences between tax return positions and the benefits recognized in the Company’s financial statements. At December 31, 2023, all of the unrecognized tax benefits, if recognized, would affect the Company’s annual effective tax rate. The unrecognized tax benefits are long-term in nature and the Company does not anticipate the balance of the unrecognized tax benefits to change materially in the next 12 months. The following table reflects changes in gross unrecognized tax benefits: December 31, December 25, Gross tax contingencies as of beginning of year $ 511 $ 219 Increase in gross tax contingencies 165 320 Decrease in gross tax contingencies ( 22 ) ( 28 ) Gross tax contingencies as of end of year $ 654 $ 511 As of December 31, 2023, the Company had state net operating loss carryforwards of $ 0.4 million which begin to expire in funding re 2035 . The Company files a U.S. federal income tax return, as well as income tax returns in various states. Tax years 2020 and forward remain open to examination by the tax jurisdictions to which the Company is subject, with certain state taxing jurisdictions being open back to 2017. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 18. Net Income Per Share Basic and diluted net income per share attributable to the Company’s common stockholders were calculated as follows: Fiscal Year Ended December 31, December 25, December 26, Numerator: Net income $ 25,566 $ 1,230 $ 2,382 Less: Net loss attributable to noncontrolling interests — ( 21 ) ( 47 ) Net income attributable to Vital Farms, Inc. stockholders’ — basic and diluted $ 25,566 $ 1,251 $ 2,429 Denominator: Weighted average common shares outstanding — basic 41,192,544 40,648,592 40,027,278 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive stock options 1,994,774 2,745,161 3,290,615 Effect of potentially dilutive restricted stock units 107,577 64,455 3,840 Effect of potentially dilutive common stock issuable pursuant to the ESPP 17,941 11,378 — Weighted average common shares outstanding — diluted 43,312,836 43,469,586 43,321,733 Net income per share attributable to Vital Farms, Inc. stockholders Basic $ 0.62 $ 0.03 $ 0.06 Diluted $ 0.59 $ 0.03 $ 0.06 The Company excluded the following shares of common stock, outstanding at each period end, from the computation of diluted net income per share attributable to Vital Farms, Inc. common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Fiscal Year Ended December 31, December 25, December 26, Options to purchase common stock 15,429 27,954 4,817 Unvested restricted stock 8,362 45,386 18,927 23,791 73,340 23,744 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 19. Accumulated Other Comprehensive Income (Loss) The amounts reclassified from accumulated other comprehensive income (loss) (“AOCI”) to the statements of income were as follows: Amounts Reclassified from AOCI Fiscal Year Ended AOCI Component Statement of Income Classification December 31, December 25, December 26, Gains on available-for-sale securities Other income, net $ 182 $ 96 $ 55 Total before tax 182 96 55 Tax expense ( 45 ) ( 22 ) ( 13 ) Net of tax $ 137 $ 74 $ 42 The gross amount and related tax expense recorded in, and associated with, each component of other comprehensive income (loss) were as follows: Fiscal Year Ended December 31, 2023 December 25, 2022 December 26, Before Tax Tax After Tax Before Tax Tax After Tax Before Tax Tax After Tax Available-for-sale debt securities: Unrealized net holding gain (loss) $ 1,371 $ ( 338 ) $ 1,033 $ ( 1,745 ) $ 405 $ ( 1,340 ) $ ( 385 ) $ 93 $ ( 292 ) Amounts reclassified for realized losses to earnings 182 ( 45 ) 137 96 ( 22 ) 74 55 ( 13 ) $ 42 Total other comprehensive income (loss) $ 1,553 $ ( 383 ) $ 1,170 $ ( 1,649 ) $ 383 $ ( 1,266 ) $ ( 330 ) $ 80 $ ( 250 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20. Commitments and Contingencies Supplier Contracts: The Company purchases its egg inventories under long-term supply contracts with farms. Purchase commitments contained in these arrangements are variable dependent upon the quantity of eggs produced by the farms. Accordingly, there are no estimable future purchase commitments associated with these supplier contracts and there are no minimum payments associated with these long-term supply contracts. The Company records the total cost of eggs into inventory and they are expensed to cost of goods sold when the associated eggs are sold to customers and are also reported as part of the Company’s variable lease cost. During December 2023, the Company executed two long-term supply contracts with farms to provide a one-time payment of $ 200,000 each at lease inception as an incremental cost of obtaining the lease. Indemnification Agreements: In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its Board of Directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. As of December 31, 2023, the Company has not incurred any material costs as a result of such indemnification agreements. Litigation: The Company is subject to various claims and contingencies that are in the scope of ordinary and routine litigation incidental to its business, including those related to regulation, litigation, business transactions, employee-related matters and taxes, among others. When the Company becomes aware of a claim or potential claim, the likelihood of any loss or exposure is assessed. Based on these assessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our assessments and estimates. On May 20, 2021, the Company and certain of its current and former officers were named as defendants in a class action complaint captioned Nicholas A. Usler et al. v. Vital Farms, Inc. et al. in the United States District Court for the Western District of Texas. The plaintiffs alleged false advertising claims on behalf of themselves and a putative class of alleged consumers of the Company’s eggs. The named officers of the Company were subsequently dismissed as defendants in this matter. In September 2023, the parties engaged in mediation to discuss potential settlement of remaining claims, but no agreement was reached and the lawsuit is ongoing. The Company believes the claims are without merit and is vigorously defending itself in this matter. Given the uncertainty of the litigation, the stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, the Company is unable to reasonably estimate the possible loss or range of loss, if any, that may result from the claim. Although the Company maintains insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions and caps on amounts recoverable. Even if the Company believes a claim is covered by insurance, insurers may dispute its entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of the Company's recovery. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company records a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the claim if the likelihood of a potential loss is reasonably possible. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 21. Related Party Transactions Ovabrite: Ovabrite, Inc., a Delaware corporation (“Ovabrite”), has been deemed a related party because its founders were stockholders of the Company, with the majority stockholder in Ovabrite also serving as the Company’s executive chairperson and member of the Board of Directors. Since Ovabrite’s incorporation in November 2016, the Company has been deemed to have had a variable interest in Ovabrite, and Ovabrite has been deemed to have been a VIE, of which the Company has been the primary beneficiary. Accordingly, the Company has consolidated the results of Ovabrite since November 2016. All significant intercompany transactions between the Company and Ovabrite have been eliminated in consolidation. Effective August 30, 2022, Ovabrite’s Board of Directors and the holders of the majority of its outstanding capital stock consented to dissolving the entity, and a Certificate of Dissolution was filed with the Delaware Secretary of State. As of December 31, 2023, Ovabrite had completed its business activities and liquidated its remaining assets. The results of operations of the Ovabrite entity were immaterial for all periods presented. Sandpebble Builders Preconstruction, Inc.: The Company utilizes Sandpebble Builders Preconstruction, Inc. and Sandpebble South, Inc. (collectively “Sandpebble”) for project management and related services associated with the construction and expansion of our egg processing facilities, including site selection, project management and related services for the Company’s potential future egg packing facility. The Company's contract with Sandpebble for services related to the Company's next egg packing facility was awarded after a competitive bidding process. Victor Canseco, the owner and principal of Sandpebble, is the father of Russell Diez-Canseco, the Company’s President and Chief Executive Officer and a member of the Board of Directors. In connection with the services described above, the Company paid Sandpebble $ 631 , $ 962 , and $ 1,037 during the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021, respectively. Amounts paid to Sandpebble are included in property, plant and equipment, net and selling, general and administrative costs. As of the fiscal years ended December 31, 2023 and December 25, 2022, amounts owed to Sandpebble were $ 0 and $ 51 , respectively, and are included in accounts payable. Whole Foods Market, Inc: A member of the Board of Directors was, until February 2022, an executive vice president and senior advisor at Whole Foods. The Company serves the majority of its natural channel retail customers through food distributors, such as US Foods Inc. and United Natural Foods, Inc., who purchase, store, sell and deliver products to Whole Foods. While the Company cannot precisely determine its specific revenue attributable to Whole Foods, it is a significant customer. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
401(K) Savings Plan | 22. 401(k) Savings Plan The Company established a defined contribution savings plan in 2017 under Section 401(k) of the Internal Revenue Code of 1986, as amended. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the Board of Directors. During the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021, the Company made contributions totaling $ 1,185 , $ 861 , and $ 651 respectively, to the plan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the 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. Such estimates principally include revenue recognition, determination of useful lives for property and equipment, trade spend accruals, goodwill, allowance for credit losses, inventory obsolescence, stock option valuations, accrued liabilities, income taxes and contingencies. Actual results could differ from those estimates. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Customers and Risk: A substantial amount of our shell egg processing occurs at our Egg Central Station shell egg processing facility. Any shutdown or period of reduced production at Egg Central Station, which may be caused by regulatory noncompliance or other issues, as well as factors beyond our control, such as natural disaster, weather, fire, power interruption, work stoppage, disease outbreaks or pandemics, equipment failure or delay in raw materials delivery, would significantly disrupt our ability to deliver our products in a timely manner, meet our contractual obligations and operate our business. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments, accounts receivable and derivative instruments. The Company maintains deposits with large financial institutions that the Company believes are of high credit quality. At times the Company’s cash and cash equivalents balances with individual banking institutions are in excess of federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents balances. The Company's customer concentration for the fiscal year ended December 31, 2023 was as follows: Net Revenue Net Revenue Net Revenue Accounts Receivable, Net Accounts Receivable, Net Customer A 25 % 26 % 18 % 18 % 23 % Customer B * 11 % 12 % 12 % 12 % Customer C * * 14 % * * Customer D * * 10 % * * Customer E * * * 11 % 13 % Customer F * * * 11 % * * Denotes percentage less than 10% |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are all in financial institutions in the United States. As of December 31, 2023 and December 25, 2022 , cash and cash equivalents consisted of cash on deposit with balances denominated in U.S. dollars and investments in money market funds. |
Investment Securities | Investment Securities: The Company accounts for its investment securities in accordance with ASC 320, Investments-Debt and Equity Securities . The Company considers all of its debt securities for which there is a determinable fair market value, and there are no restrictions on the Company’s ability to sell within the next 12 months, as available-for-sale. The Company classifies these securities as current, because the amounts invested are available for current operations. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, recorded in other comprehensive income until the security is settled or sold, except for changes in allowance for expected credit losses, which are reported on a gross basis in other expense. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is recorded in interest income. The cost of securities sold is based on the specific identification method with realized gains and losses on the sale of debt securities and declines in value due to credit-related factors, reclassified out of accumulated other comprehensive income when sold and recorded in other income. Income tax effects related to realized gains and losses on available-for-sale securities are released from accumulated other comprehensive income quarterly with the recognition of the Company’s tax provision. Interest and dividends on securities classified as available-for-sale are recorded in interest income. |
Variable Interest Entity | Variable Interest Entity: The Company consolidates all entities where a controlling financial interest exists. The Company has considered its relationship with Ovabrite, Inc. to determine whether the Company has a variable interest in that entity, and if so, whether the Company is the primary beneficiary of the relationship. GAAP requires variable interest entities (“VIEs”) to be consolidated if an entity’s interest in the VIE is a controlling financial interest. Under the variable model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with GAAP. |
Segment Information | Segment Information: The Company operates and manages its business as one reportable and operating segment. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of evaluating financial performance and allocating resources. All of the Company’s long-lived assets and customers are located in the United States. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of inputs that may be used to measure fair value are defined below: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of cash, trade receivables, other non-trade receivables within prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate their fair value due to the short-term nature of these assets and liabilities. |
Accounts Receivable | Accounts Receivable: Accounts receivable are stated at amounts due from customers net of any allowance for credit losses. The Company generally does not have collateral for its receivables, but the Company does periodically evaluate the creditworthiness of its customers. |
Allowance for Credit Losses | Allowance for Credit Losses: The allowance for expected credit losses related to trade receivables is estimated based on the trade receivable aging category, credit risk of specific customers, past collection history, and management’s evaluation of accounts receivable. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The provision for expected credit losses is charged within selling, general and administrative costs. These losses have been immaterial to date. Subsequent recoveries, if any, are credited to the allowance. The allowance for expected credit losses related to other non-trade receivables are estimated based on the aging category and the probability of default. Provisions for current estimated credit losses are classified within selling, general and administrative costs. |
Inventories | Inventories: Inventories are stated at the lower of cost (determined under the weighted average cost method) or net realizable value. In addi tion to product cost, inventory costs include expenditures such as in-bound shipping and handling and warehousing costs incurred in bringing the inventory to its existing condition and location. Inventory includes eggs and egg-related products, butter and butter-related products, packaging, feed, laying hens, pullets, and equipment parts. A reduction in the carrying value of an inventory item from cost to net realizable value is recorded in cost of goods sold with the offset to inventory. Any inventory that does not meet the quality control standards of the Company is separated and written down to its net realizable value. |
Derivative Financial Instruments | Derivative Financial Instruments: The Company uses derivative instruments as part of its risk management activities to reduce its exposure to commodity price risk. Business operations give rise to certain market exposures, mostly due to changes in commodity prices of corn and soybean meal. Credit risks associated with derivative contracts are not significant, as the Company minimizes counterparty exposure by dealing with creditworthy counterparties and collateralized insurers and by utilizing exchange traded instruments and insurance backed commodity settlement contracts. While the Company may be exposed to potential losses due to the credit risk of non-performance by these counterparties, losses are not anticipated. The Company does not hold derivative instruments for trading purposes. Additionally, the Company’s derivative contracts are short-term in duration and do not make use of credit-risk-related contingent features. Derivatives used to manage commodity price risk are not designated for hedge accounting treatment. Therefore, the changes in fair value of these derivatives are recorded as incurred within other expense, net. Net realized gains and losses on derivative instruments are reported as a reconciling item from net income to cash from operating activities in our consolidated statements of cash flows. Cash flows related to settlements and purchases of derivative instruments are reported as investing activities within the consolidated statements of cash flows. |
Property, Plant and Equipment | Property, Plant and Equipment: Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives. The general range of useful lives of other property, plant and equipment is as follows: Estimated Useful Life Land N/A Land improvements 15 to 20 years Buildings and improvements 15 to 39 years Vehicles 5 years Machinery and equipment 2 to 7 years Furniture and fixtures 5 years Leasehold improvements Lesser of lease term or 5 years When assets are sold or retired, the cost and related accumulated depreciation or amortization of assets disposed of are removed from the accounts, with any resulting gain or loss recorded in operations in the consolidated statements of income. Normal repairs and maintenance costs are expensed as incurred to operations. |
Goodwill | Goodwill: Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually on the first day of the fourth fiscal quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s goodwill impairment test is performed at the enterprise level given the single reporting unit. The Company first assesses qualitative factors to determine whether events or circumstances existed that would lead the Company to conclude that it is more likely than not that the fair value of the reporting unit is below its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is below the carrying amount based on qualitative factors or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill assessment would be required. In the quantitative evaluation, the fair value of the reporting unit is determined and compared to the carrying value. If the fair value is greater than the carrying value, then the carrying value is deemed to be recoverable and no further action is required. If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying amount exceeds the reporting unit’s fair value and a charge is reported as impairment of goodwill in the consolidated statements of income. To date, the Company has not recorded any impairment charges associated with its goodwill. |
Leases | Leases: The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, Leases (“Topic 842”), a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company has made an accounting policy election not to recognize right-of-use (“ROU”) assets and lease liabilities for leases with a term of 12 months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease. The Company’s recognized ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date, which are reduced by any lease incentives. Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the Consumer Price Index measured by the U.S. Bureau of Labor Statistics). Subsequent index changes and other periodic market-rate adjustments to base rent are recorded as variable lease expense during the period in which they are incurred. Residual value guarantees or payments for terminating the lease are included in the lease payments only when it is probable they will be incurred. The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes. The non-lease components typically represent additional services transferred to the Company, such as common area maintenance for real estate, which are variable in nature and recorded in variable lease expense in the period incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets: The Company reviews the carrying value of property, plant and equipment for impairment whenever events and circumstances indicate the carrying value of an asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects and the effects of obsolescence, demand, competition and other economic factors. The Company did no t recognize an impairment loss during the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021 . |
Noncontrolling Interest | Noncontrolling Interest: The Company recognizes noncontrolling interest related to VIEs, in which the Company is the primary beneficiary, as equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income or loss attributable to noncontrolling interests is included in consolidated net income on the face of the consolidated statements of income. Changes in the parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. In addition, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. Affiliate equity interests where the Company has certain rights to demand settlement are presented at their current redemption values, as redeemable noncontrolling interest in the consolidated balance sheet. Because these transactions take place between entities under common control, any gains or losses attributable to these transactions are required to be included within additional paid-in-capital on the consolidated balance sheets. |
Income Taxes | Income Taxes: Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements. In estimating future tax consequences, the Company considers all expected future events other than enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized. The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. Assessing an uncertain tax position begins with the initial determination of the sustainability of the position and is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed. Additionally, the Company must accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 31, 2023 and December 25, 2022 the Company had accrued interest and penalties related to uncertain tax positions of $ 171 and $ 85 . |
Net Income (Loss) per Share Attributable to Vital Farms, Inc. Common Stockholders | Net Income per Share Attributable to Vital Farms, Inc. Common Stockholders: The Company applies the two-class method to compute basic and diluted net income per share attributable to the Company’s common stockholders when shares meet the definition of participating securities. The two-class method determines net income per share for each class of the Company’s common stock and preferred stock according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between the Company’s common stock and preferred stock based upon their respective rights to share in the earnings as if all income for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the preferred stock does not have a contractual obligation to share in the Company’s losses. Basic net income per share attributable to the Company’s stockholders is computed by dividing net income by the weighted-average number of shares outstanding during the period without consideration of potentially dilutive common stock. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue shares of the Company’s common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless inclusion of such shares would be anti-dilutive. For periods in which the Company reports net losses, diluted net loss per common share attributable to the Company’s common stockholders is the same as basic net loss, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Revenue Recognition | Revenue Recognition: The Company generates revenue primarily through sales of products to its customers, which include natural channel retailers, mainstream channel retailers and foodservice customers. The Company sells its products to customers on a purchase-order basis. Revenue is recognized when control of the product is transferred to the customer and the related performance obligation is satisfied, which typically occurs upon delivery of the product to the customer, for an amount that reflects the net consideration the Company expects to receive in exchange for delivering the product. The Company offers sales incentives through various programs to customers and allow deductions from its customers, which may include credits or discounts to customers in the event that products do not conform to customer specifications or expire at a customer’s site. The cost associated with promotions and chargebacks is estimated and recorded as a reduction in revenue and is recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of this cost therefore requires management judgment regarding the volume of promotional offers that will be redeemed. Differences between estimated cost and actual redemptions are recognized as a change in management estimate in a subsequent period. In many cases, key sales terms such as pricing and quantities ordered are established on a regular basis such that most customer arrangements and related incentives have a duration of less than one year. Amounts billed and due from customers are short-term in nature and are classified as receivables since payments are unconditional and only the passage of time is required before payments are due. |
Treasury Stock | Treasury Stock: The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct the par value from the Company’s common stock and to reflect any excess of cost over par value as a reduction to additional paid-in capital (to the extent created by previous issuances of the shares). |
Shipping and Distribution | Shipping and Distribution: The Company’s shipping and distribution costs include costs incurred with third-party carriers to transport products to customers and salaries and overhead costs related to activities to prepare the Company’s products for shipment. Shipping and distribution costs were $ 27,344 , $ 30,104 , and $ 24,979 during the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021, respectively. Freight-in costs are included within cost of goods sold and were $ 4,823 , $ 9,610 , and $ 7,623 during the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021 , respectively. |
Stock-Based Compensation | Stock-Based Compensation: The Company measures all stock-based awards granted to employees and directors based on the estimated fair value on the date of the grant and recognizes compensation expense for those awards, over the requisite service period, which is generally the vesting period of the respective award. Stock options generally vest ratably over three years from the date of grant and expire 10 years from the date of grant. Restricted stock awards generally vest ratably over three years from the date of grant and contain no other service or performance conditions. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service or vesting period. Forfeitures for stock options and restricted stock awards are recognized as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing valuation model, which requires inputs based on certain subjective assumptions, including the fair market value of the Company’s common stock, expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The Company classifies stock-based compensation expense in its consolidated statements of income in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Advertising and Promotion Expenses | Advertising and Promotion Expenses: Advertising and promotion expenses consist primarily of production costs and the costs to communicate the advertisements to promote and market the Company’s products. Production costs such as idea development, artwork, audio and video crews and other upfront development costs are expensed the first time the associated advertising campaign is launched or aired. The costs to communicate the advertisements such as airtime and distribution costs are expensed as incurred. During the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021, the Company incurred advertising and promotion expenses of approximately $ 23,625 , $ 13,301 , and $ 11,469 , respectively. |
Emerging Growth Company Status | Emerging Growth Company Status: The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised financial accounting standards until such time as those standards apply to private companies. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements: In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, ASU 2020-03 and ASU 2022-02 (collectively, “Topic 326”), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Topic 326 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The Company adopted ASU 2016-13 on December 26, 2022. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. There was no impact on the Company’s consolidated financial statements at adoption. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted ASU 2019-12 during fiscal year 2022 and there was no material impact on the Company’s consolidated financial statements for the fiscal years ended December 25, 2022 and December 31, 2023 . |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures (“ASU 2023-07”) in order to improve stockholders’ understanding of an entity’s business activities through enhanced disclosures around reportable segments. ASU 2023-07 will require incremental and more detailed disclosure regarding segment expenses on both an annual and interim basis. For public companies ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company expects to adopt the standard for the fiscal year beginning January 1, 2024. The Company is currently evaluating the impact of its pending adoption of ASU 2023-07 on its consolidated financial statements. In December 2023, the FASB issued ASU No 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures (“ASU 2023-09” ) in order to enhance the transparency and usefulness of income tax disclosures. The guidance is applicable to all entities subject to income tax and it will require disclosure of certain categories within the rate reconciliation to improve consistency as well as disclosure of reconciling items which meet a certain quantitative threshold which will improve transparency. Additionally, entities must disclose the amount of taxes paid to federal, state and foreign municipalities. For public business entities ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company expects to adopt the standard for the fiscal year beginning December 30, 2024. The Company is currently evaluating the impact of its pending adoption of ASU 2023-09 on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Customers Information | The Company's customer concentration for the fiscal year ended December 31, 2023 was as follows: Net Revenue Net Revenue Net Revenue Accounts Receivable, Net Accounts Receivable, Net Customer A 25 % 26 % 18 % 18 % 23 % Customer B * 11 % 12 % 12 % 12 % Customer C * * 14 % * * Customer D * * 10 % * * Customer E * * * 11 % 13 % Customer F * * * 11 % * * Denotes percentage less than 10% |
Schedule of Useful Lives of Property Plant and Equipment | The general range of useful lives of other property, plant and equipment is as follows: Estimated Useful Life Land N/A Land improvements 15 to 20 years Buildings and improvements 15 to 39 years Vehicles 5 years Machinery and equipment 2 to 7 years Furniture and fixtures 5 years Leasehold improvements Lesser of lease term or 5 years |
Investment Securities (Tables)
Investment Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available-for-sale Investment Securities | The following table summarizes the Company’s available-for-sale investment securities as of December 31, 2023: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value U.S. corporate bonds and U.S. dollar $ 33,134 $ 10 $ ( 477 ) $ — $ 32,667 Total $ 33,134 $ 10 $ ( 477 ) $ — $ 32,667 The following table summarizes the Company’s available-for-sale investment securities as of December 25, 2022: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value U.S. corporate bonds and U.S. dollar $ 66,658 $ 4 $ ( 2,000 ) $ — $ 64,662 U.S. Treasury 1,176 — ( 24 ) — 1,152 Total $ 67,834 $ 4 $ ( 2,024 ) $ — $ 65,814 |
Schedule of Proceeds, Gross Realized Gains and Losses from the Sale of Available-for-sale Securities | The following table presents the Company’s proceeds, gross realized gains and losses from the sale of available-for-sale securities for the periods presented: Fiscal Year Ended December 31, December 25, December 26, Proceeds $ 2,895 $ — $ 1,436 Gross realized gains — 9 — Gross realized losses ( 183 ) ( 105 ) ( 55 ) Net realized losses $ ( 183 ) $ ( 96 ) $ ( 55 ) |
Summary of Contractual Maturities of Investment Securities | The amortized cost and fair value of the Company’s investments in available-for-sale securities as of December 31, 2023 by contractual maturity are as follows: Amortized Cost Fair Value Due within one year $ 23,478 $ 23,157 Due after one year through five years 9,656 9,510 Total available-for-sale $ 33,134 $ 32,667 |
Schedule of Unrealized Loss Aging for Available-for-sale Securities | The following tables present the Company’s unrealized loss aging for available-for-sale securities by type and length of time the security was in a continuous unrealized loss position as of the periods presented: December 31, 2023 Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. corporate bonds and U.S. dollar $ 699 $ ( 3 ) $ 29,247 $ ( 474 ) $ 29,946 $ ( 477 ) Total $ 699 $ ( 3 ) $ 29,247 $ ( 474 ) $ 29,946 $ ( 477 ) December 25, 2022 Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. corporate bonds and U.S. dollar $ 31,657 $ ( 888 ) $ 32,406 $ ( 1,112 ) $ 64,063 $ ( 2,000 ) U.S. Treasury — — 1,176 ( 24 ) 1,176 ( 24 ) Total $ 31,657 $ ( 888 ) $ 33,582 $ ( 1,136 ) $ 65,239 $ ( 2,024 ) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule Of Notional Amounts of Outstanding Derivative Instruments | The following table presents the aggregated outstanding notional amounts related to the Company’s derivative financial instruments for the periods presented: Metric December 31, December 25, Commodity: Corn Bushels (in thousands) 2,351 — Soybean Meal Tons 25 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis for the periods presented: Fair Value Measurements as of December 31, 2023, Using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market $ 64,498 $ — $ — $ 64,498 Investment securities, available-for-sale: U.S. corporate bonds and U.S. dollar — 32,667 — 32,667 Prepaid expenses and other current assets: Derivative financial instruments — 394 — 394 Total assets measured at fair value $ 64,498 $ 33,061 $ — $ 97,559 Fair Value Measurements as of December 25, 2022, Using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market $ 6,740 $ — $ — $ 6,740 Investment securities, available-for-sale: U.S. corporate bonds and U.S. dollar — 64,662 — 64,662 U.S. Treasury — 1,152 — 1,152 Total assets measured at fair value $ 6,740 $ 65,814 $ — $ 72,554 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Net Revenue by Primary Product | The following table summarizes the Company’s net revenue by primary product for the periods presented: Fiscal Year Ended December 31, December 25, December 26, Net Revenue: Eggs and egg-related products $ 449,045 $ 339,214 $ 239,967 Butter and butter-related products 22,812 22,836 20,934 Net Revenue $ 471,857 $ 362,050 $ 260,901 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Allowance for Credit Loss [Abstract] | |
Schedule of Changes in Allowance for Credit Losses | Changes in the allowance for credit losses for the periods presented were as follows: Accounts Receivable Prepaid Expenses and other Current Assets Total As of December 27, 2020 $ ( 196 ) $ — $ ( 196 ) Provisions charged to operating results ( 184 ) — ( 184 ) Account write-offs 111 — 111 As of December 26, 2021 $ ( 269 ) $ — $ ( 269 ) Provisions charged to operating results ( 546 ) ( 206 ) ( 752 ) Account write-offs 322 — 322 As of December 25, 2022 $ ( 493 ) $ ( 206 ) $ ( 699 ) Provisions charged to operating results ( 364 ) ( 148 ) ( 512 ) Account write-offs 307 127 434 As of December 31, 2023 $ ( 550 ) $ ( 227 ) $ ( 777 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of the periods presented: December 31, December 25, Eggs and egg-related products $ 25,521 $ 13,675 Butter and butter-related products 1,697 5,718 Packaging 4,988 5,452 Pullets 289 981 Other 896 1,121 Reserve for inventory obsolescence ( 496 ) ( 98 ) Inventories $ 32,895 $ 26,849 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consisted of the following as of the periods presented: December 31, December 25, Land $ 552 $ 552 Land improvements 818 835 Buildings and improvements 30,532 29,667 Vehicles 1,055 894 Machinery and equipment 50,979 34,978 Leasehold improvements 492 919 Furniture and fixtures 461 685 Construction in progress 3,001 3,312 87,890 71,842 Less: Accumulated depreciation and amortization ( 21,051 ) ( 12,687 ) Property, plant and equipment, net $ 66,839 $ 59,155 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Cost | The components of lease cost consisted of the following for the periods presented: Fiscal Year Ended December 31, December 25, December 26, Operating lease cost $ 1,714 $ 1,445 $ — Finance lease cost – amortization of right-of-use assets 2,565 439 — Finance lease cost – interest on lease liabilities 740 87 28 Short-term lease cost 771 67 — Variable lease cost 7,533 2,967 — Variable lease cost – long-term supply contracts 200,050 143,696 — Total lease cost $ 213,373 $ 148,701 $ 28 |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: As of December 31, 2023 As of December 25, 2022 Finance Leases Machinery and equipment $ 16,321 $ 8,931 Less: Accumulated depreciation and amortization ( 2,837 ) ( 272 ) Property, plant and equipment, net $ 13,484 $ 8,659 As of December 31, 2023 As of December 25, 2022 Weighted-average remaining lease term (years) Operating leases 2.97 2.18 Finance leases 3.83 4.85 Weighted-average discount rate Operating leases 7.38 % 3.32 % Finance leases 7.12 % 6.34 % |
Summary of Operating and Finance Leases Future Undiscounted Cash Flows | Future undiscounted cash flows are as follows: As of December 31, 2023 Operating Leases Finance Leases 2024 $ 3,579 $ 4,103 2025 3,170 4,103 2026 3,017 4,095 2027 — 3,332 2028 — — Thereafter — — Total lease payments 9,766 15,633 Less imputed interest ( 938 ) ( 1,897 ) Total present value of lease liabilities $ 8,828 $ 13,736 |
Summary of Cash Flow Information related to Leases | Supplemental cash flow information related to leases is as follows: Cash paid for amounts included in measurement of lease liabilities: Fiscal Year Ended December 31, December 25, Operating cash outflows - payments on operating leases $ 1,759 $ 1,477 Operating cash outflows - interest payments on finance leases 740 87 Financing cash outflows - principal payments on finance leases 2,246 554 Right-of-use assets obtained in exchange for new lease obligations: As of December 31, 2023 As of December 25, 2022 Operating leases $ 8,583 $ — Finance leases 7,390 8,931 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of the periods presented: December 31, December 25, Employee-related costs $ 9,131 $ 7,453 Promotions and customer deductions 6,982 4,414 Distribution fees and freight 2,876 2,351 Marketing and broker commissions 3,627 1,598 Purchases of inventory 525 1,349 Professional fees 1,066 761 Other 11 551 Accrued liabilities $ 24,218 $ 18,477 |
Product Exit Costs (Tables)
Product Exit Costs (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Activity Related to Exit of Breakfast Products | The following table summarizes the activity related to the exit of the Company’s convenient breakfast products during the periods presented: For the Fiscal Year Ended December 31, 2023 Description Statement of Income Beginning Liability Balance Charges Incurred Amounts Paid or Settled Amounts Released as Unutilized Ending Liability Balance Asset write-downs Cost of goods sold $ 119 $ — $ ( 74 ) $ — $ 45 Total $ 119 $ — $ ( 74 ) $ — $ 45 For the Fiscal Year Ended December 25, 2022 Description Statement of Income Charges Incurred Amounts Paid or Settled Amounts Released as Unutilized Ending Liability Balance Contract terminations Selling, general and administrative $ 1,126 $ ( 1,126 ) $ — $ — Inventory obsolescence Cost of goods sold 749 ( 749 ) — — Customer allowances Net revenue 146 ( 111 ) ( 35 ) — Asset write-downs Cost of goods sold 119 — — 119 Co-manufacturer charges Cost of goods sold 135 ( 135 ) — — Asset disposals Selling, general and administrative 66 ( 66 ) — — Total $ 2,341 $ ( 2,187 ) $ ( 35 ) $ 119 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance | As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following: December 31, December 25, Options to purchase common stock 3,920,485 4,634,205 Restricted stock units 565,376 505,504 Shares available for grant under the 2020 Equity Incentive 13,313,326 11,503,459 Total 17,799,187 16,643,168 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Recognized Stock - Based Compensation Expense | The Company recognized stock-based compensation expense and the related tax benefit as follows for the periods presented: Fiscal Year Ended December 31, December 25, December 26, Cost of goods sold 1 $ 260 $ 188 $ 133 Selling, general and administrative expense 2 7,157 5,852 4,307 Total $ 7,417 $ 6,040 $ 4,440 Tax benefit $ 2,998 $ 970 $ 3,872 1. Includes $ 7 , $ 6 and $ 0 of expense related to the 2020 Employee Stock Purchase Plan as of December 31, 2023, December 25, 2022, and December 26, 2021 , respectively. 2. Includes $ 97 , $ 57 and $ 0 of expense related to the 2020 Employee Stock Purchase Plan as of December 31, 2023, December 25, 2022, and December 26, 2021 , respectively. |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 25, 2022: Number of Weighted- Weighted- Aggregate Outstanding as of December 25, 2022 4,634,205 $ 9.35 $ 38,520 Granted 520,154 $ 15.00 Exercised ( 737,000 ) $ 1.05 $ 9,091 Cancelled/Forfeited ( 496,874 ) $ 21.89 $ 61 Outstanding as of December 31, 2023 3,920,485 $ 10.07 5.8 $ 28,749 Options exercisable as of December 31, 2023 2,793,016 $ 8.31 5.0 $ 25,215 Options vested and expected to vest as of December 31, 2023 3,920,485 $ 10.07 5.8 $ 28,749 |
Summary of Assumptions, Fair Values and Intrinsic Values of Stock Options | The Company estimates the fair value of stock options on the date of grant using a Black-Scholes option-pricing valuation model, which uses the expected option term, stock price volatility, and the risk-free interest rate. The expected option term assumption reflects the period for which the Company believes the option will remain outstanding. The Company elected to use the simplified method to determine the expected option term, for all periods presented, which is the average of the option’s vesting and contractual term. The Company ’s computation of expected volatility is based on the historical volatility of selected comparable publicly traded companies over a period equal to the expected term of the option. The risk-free interest rate reflects the U.S. Treasury yield curve for a similar instrument with the same expected term in effect at the time of the grant. The following table summarizes the valuation model assumptions, fair values and intrinsic values of stock options during the fiscal years indicated: December 31, December 25, December 26, Expected term (in years) 6.0 6.0 6.0 - 6.5 Expected stock price volatility 27.8 % - 29.2 % 27.6 % - 28.6 % 28.5 % - 29.4 % Risk-free interest rate 3.63 % - 4.45 % 1.64 % - 4.16 % 0.57 % - 1.36 % Expected dividend yield 0 % 0 % 0 % Weighted average fair value at grant date $ 5.33 $ 3.97 $ 7.31 Fair value of stock options vested $ 3,160 $ 3,245 $ 2,694 Intrinsic value of stock options exercised $ 9,091 $ 1,827 $ 20,343 Proceeds from stock options exercised $ 776 $ 568 $ 2,776 |
Summary of Restricted Stock Unit Activity | The following table summarizes the restricted stock units ("RSU") activity since December 25, 2022: Number of Weighted- Unvested as of December 25, 2022 505,504 $ 13.58 Granted 350,497 $ 15.04 Vested 1 ( 217,347 ) $ 14.03 Forfeited ( 73,278 ) $ 14.10 Unvested as of December 31, 2023 565,376 $ 14.24 1. Shares of common stock that were withheld to cover taxes on the release of vested RSUs and became available for future grants pursuant to the 2020 Equity Incentive Plan |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | For the fiscal years ended December 31, 2023, December 25, 2022, and December 26, 2021, the provision for income taxes consisted of the following: December 31, December 25, December 26, Current: Federal $ 5,136 $ 384 $ 225 State 1,678 539 282 Deferred: Federal 28 803 ( 2,164 ) State ( 207 ) ( 125 ) ( 371 ) Provision (benefit) for income taxes $ 6,635 $ 1,601 $ ( 2,028 ) |
Reconciliation of Federal Statutory Income Tax Provision | The Company’s income before income taxes is entirely derived from domestic sources for all periods presented. The reconciliation of the federal statutory income tax provision to the Company’s effective income tax provision is as follows: December 31, December 25, December 26, Provision at statutory rate of 21 % $ 6,762 $ 594 $ 74 State income taxes 1,117 51 ( 416 ) Stock-based compensation ( 1,636 ) 225 ( 2,846 ) Non-deductible costs 574 279 12 Charitable deduction ( 95 ) 634 ( 88 ) Change in deferred tax asset valuation allowance 84 ( 774 ) 774 Revisions to prior year 4 212 — Changes in uncertain tax positions 58 347 — Tax credits ( 238 ) — — Other, net 5 33 462 Provision (benefit) for income taxes $ 6,635 $ 1,601 $ ( 2,028 ) |
Schedule of Deferred Income Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred income tax assets and liabilities at December 31, 2023 and December 25, 2022 were comprised of the following: 3 December 31, December 25, Deferred tax assets: Accrued expenses $ 3,716 $ 2,594 Allowances and other reserves 191 171 Inventory 1,498 963 Net operating loss carryforwards 110 1,503 Charitable contributions — 230 Stock-based compensation 1,465 1,046 Lease liability 5,558 2,624 Other 467 581 Total deferred tax assets 13,005 9,712 Less: Valuation allowance ( 84 ) — Net deferred tax assets $ 12,921 $ 9,712 Deferred tax liabilities: Prepaid expenses $ 490 $ 590 Property and equipment 6,778 6,273 Operating and finance lease right of use assets 5,517 2,589 Intangibles 507 430 Total deferred tax liabilities $ 13,292 $ 9,882 Net deferred tax liabilities $ ( 371 ) $ ( 170 ) |
Schedule of Deferred Tax Asset Valuation Allowance | The activity in the Company’s deferred tax asset valuation allowance for the fiscal years ended December 31, 2023 and December 25, 2022 was as follows: December 31, December 25, Valuation allowance as of beginning of year $ — $ 774 Increases recorded to income tax provision 84 — Decreases recorded as benefit to income tax provision — ( 774 ) Valuation allowance as of end of year $ 84 $ — |
Unrecognized Tax Benefits | The following table reflects changes in gross unrecognized tax benefits: December 31, December 25, Gross tax contingencies as of beginning of year $ 511 $ 219 Increase in gross tax contingencies 165 320 Decrease in gross tax contingencies ( 22 ) ( 28 ) Gross tax contingencies as of end of year $ 654 $ 511 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share | Basic and diluted net income per share attributable to the Company’s common stockholders were calculated as follows: Fiscal Year Ended December 31, December 25, December 26, Numerator: Net income $ 25,566 $ 1,230 $ 2,382 Less: Net loss attributable to noncontrolling interests — ( 21 ) ( 47 ) Net income attributable to Vital Farms, Inc. stockholders’ — basic and diluted $ 25,566 $ 1,251 $ 2,429 Denominator: Weighted average common shares outstanding — basic 41,192,544 40,648,592 40,027,278 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive stock options 1,994,774 2,745,161 3,290,615 Effect of potentially dilutive restricted stock units 107,577 64,455 3,840 Effect of potentially dilutive common stock issuable pursuant to the ESPP 17,941 11,378 — Weighted average common shares outstanding — diluted 43,312,836 43,469,586 43,321,733 Net income per share attributable to Vital Farms, Inc. stockholders Basic $ 0.62 $ 0.03 $ 0.06 Diluted $ 0.59 $ 0.03 $ 0.06 |
Schedule of Commom Shares Excluded from Computation of Diluted Earnings Per Share | The Company excluded the following shares of common stock, outstanding at each period end, from the computation of diluted net income per share attributable to Vital Farms, Inc. common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Fiscal Year Ended December 31, December 25, December 26, Options to purchase common stock 15,429 27,954 4,817 Unvested restricted stock 8,362 45,386 18,927 23,791 73,340 23,744 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The amounts reclassified from accumulated other comprehensive income (loss) (“AOCI”) to the statements of income were as follows: Amounts Reclassified from AOCI Fiscal Year Ended AOCI Component Statement of Income Classification December 31, December 25, December 26, Gains on available-for-sale securities Other income, net $ 182 $ 96 $ 55 Total before tax 182 96 55 Tax expense ( 45 ) ( 22 ) ( 13 ) Net of tax $ 137 $ 74 $ 42 |
Schedule of Component of Other Comprehensive Income | The gross amount and related tax expense recorded in, and associated with, each component of other comprehensive income (loss) were as follows: Fiscal Year Ended December 31, 2023 December 25, 2022 December 26, Before Tax Tax After Tax Before Tax Tax After Tax Before Tax Tax After Tax Available-for-sale debt securities: Unrealized net holding gain (loss) $ 1,371 $ ( 338 ) $ 1,033 $ ( 1,745 ) $ 405 $ ( 1,340 ) $ ( 385 ) $ 93 $ ( 292 ) Amounts reclassified for realized losses to earnings 182 ( 45 ) 137 96 ( 22 ) 74 55 ( 13 ) $ 42 Total other comprehensive income (loss) $ 1,553 $ ( 383 ) $ 1,170 $ ( 1,649 ) $ 383 $ ( 1,266 ) $ ( 330 ) $ 80 $ ( 250 ) |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Date of incorporation | Jun. 06, 2013 | |
Other current assets | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Reclassification | $ 1,539 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Significant Customers Information (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Sales Revenue Net | Customer A | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 25% | 26% | 18% |
Sales Revenue Net | Customer B | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 11% | 12% | |
Sales Revenue Net | Customer C | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 14% | ||
Sales Revenue Net | Customer D | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10% | ||
Accounts Receivable | Customer A | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 18% | 23% | |
Accounts Receivable | Customer B | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 12% | 12% | |
Accounts Receivable | Customer E | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 11% | 13% | |
Accounts Receivable | Customer F | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 11% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) Segment | Dec. 25, 2022 USD ($) | Dec. 26, 2021 USD ($) | Dec. 27, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of reportable segment | Segment | 1 | |||
Number of operating segment | Segment | 1 | |||
Allowance for doubtful accounts | $ 777,000 | $ 699,000 | $ 269,000 | $ 196,000 |
Impairment of long-lived assets | 0 | 0 | 0 | |
Accrued interest or penalties on uncertain tax position | 171 | 85,000 | ||
Shipping and distribution costs | 27,344,000 | 30,104,000 | 24,979,000 | |
Cost of goods sold | 309,531,000 | 252,606,000 | 178,002,000 | |
Marketing and advertising expense | 23,625,000 | 13,301,000 | 11,469,000 | |
Right-of-use asset | 8,911,000 | 1,895,000 | ||
Lease liability | $ 8,828,000 | |||
Employee Stock Option | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Stock options - vest year | 3 years | |||
Stock options - date of grant and expire | 10 years | |||
Restricted Stock [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Stock options - vest year | 3 years | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Term of Contract | 7 years | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Term of Contract | 1 year | |||
Freight | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cost of goods sold | $ 4,823,000 | $ 9,610,000 | $ 7,623,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Useful Lives of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Land improvements | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 15 years |
Land improvements | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 20 years |
Buildings and Improvements | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 15 years |
Buildings and Improvements | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 39 years |
Vehicles | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 5 years |
Machinery and Equipment | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 2 years |
Machinery and Equipment | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 7 years |
Furniture and Fixtures | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 5 years |
Leasehold Improvements | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful lives | Lesser of lease term or 5 years |
Investment Securities - Summary
Investment Securities - Summary of Available-for-sale Investment Securities (Details) - USD ($) | Dec. 31, 2023 | Dec. 25, 2022 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 33,134,000 | $ 67,834,000 |
Unrealized Gains | 10,000 | 4,000 |
Unrealized Losses | (477,000) | (2,024,000) |
Allowance for Credit Losses | 0 | 0 |
Fair Value | 32,667,000 | 65,814,000 |
US Corporate Bonds and US Denominated Foreign Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 33,134,000 | 66,658,000 |
Unrealized Gains | 10,000 | 4,000 |
Unrealized Losses | (477,000) | (2,000,000) |
Allowance for Credit Losses | 0 | 0 |
Fair Value | $ 32,667,000 | 64,662,000 |
US Treasury Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,176,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | (24,000) | |
Allowance for Credit Losses | 0 | |
Fair Value | $ 1,152,000 |
Investment Securities - Schedul
Investment Securities - Schedule of Proceeds, Gross Realized Gains and Losses from the Sale of Available-for-sale Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Proceeds | $ 2,895 | $ 0 | $ 1,436 |
Gross realized gains | 0 | 9 | 0 |
Gross realized losses | (183) | (105) | (55) |
Net realized losses | $ (183) | $ (96) | $ (55) |
Investment Securities - Additio
Investment Securities - Additional Information (Details) | Dec. 31, 2023 USD ($) Position Security | Dec. 25, 2022 USD ($) |
Debt Securities, Available-for-Sale [Line Items] | ||
Aggregate unrealized losses | $ 0 | $ 0 |
Unrealized Losses | $ 477,000 | 2,024,000 |
Unrealized Loss Position greater than 12 months | Position | 46 | |
Maximum | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Unrealized Losses | $ 46,000 | |
AFS Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Number of Securities Issuances for unrealized losses | Security | 47 | |
US Corporate Bonds and US Denominated Foreign Bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Aggregate unrealized losses | $ 0 | 0 |
Unrealized Losses | $ 477,000 | $ 2,000,000 |
Investment Securities - Summa_2
Investment Securities - Summary of Contractual Maturities of Investment Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Due within one year Amortized Cost | $ 23,478 | |
Due in 1-5 years Amortized Cost | 9,656 | |
Amortized Cost | 33,134 | $ 67,834 |
Due within one year Fair Value | 23,157 | |
Due in 1-5 years Fair Value | 9,510 | |
Total available-for-sale Fair Value | $ 32,667 | $ 65,814 |
Investment Securities - Sched_2
Investment Securities - Schedule of Unrealized Loss Aging for Available-for-sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Fair value, less than 12 months | $ 699 | $ 31,657 |
Unrealized losses, less than 12 months | (3) | (888) |
Fair value, 12 months or longer | 29,247 | 33,582 |
Unrealized losses, 12 months or longer | (474) | (1,136) |
Fair value, Total | 29,946 | 65,239 |
Unrealized losses, Total | (477) | (2,024) |
US Corporate Bonds and US Denominated Foreign Bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Fair value, less than 12 months | 699 | 31,657 |
Unrealized losses, less than 12 months | (3) | (888) |
Fair value, 12 months or longer | 29,247 | 32,406 |
Unrealized losses, 12 months or longer | (474) | (1,112) |
Fair value, Total | 29,946 | 64,063 |
Unrealized losses, Total | $ (477) | (2,000) |
US Treasury Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Fair value, less than 12 months | 0 | |
Unrealized losses, less than 12 months | 0 | |
Fair value, 12 months or longer | 1,176 | |
Unrealized losses, 12 months or longer | (24) | |
Fair value, Total | 1,176 | |
Unrealized losses, Total | $ (24) |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule Of Notional Amounts of Outstanding Derivative Instruments (Details) bu in Thousands | Dec. 31, 2023 bu T | Dec. 25, 2022 bu T |
Corn | ||
Derivative [Line Items] | ||
Notional amounts of derivative financial instruments | bu | 2,351 | 0 |
Soybean Meal | ||
Derivative [Line Items] | ||
Notional amounts of derivative financial instruments | T | 25 | 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Pre-tax amount of derivative losses | $ (2,711) | $ 0 | $ 0 |
Commodity Contract [Member] | Non designated [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Pre-tax amount of derivative losses | $ 2,435 | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | $ 97,559 | $ 72,554 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 64,498 | 6,740 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 33,061 | 65,814 |
Money market | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 64,498 | 6,740 |
Money market | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 64,498 | 6,740 |
US Corporate Bonds and US Denominated Foreign Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 32,667 | 64,662 |
US Corporate Bonds and US Denominated Foreign Bonds | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 32,667 | 64,662 |
US Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 1,152 | |
US Treasury Securities [Member] | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | $ 1,152 | |
Derivative financial instruments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 394 | |
Derivative financial instruments | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | $ 394 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Dec. 31, 2023 USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value liabilities transfers, Level 2 to Level 1 | $ 0 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Revenue by Primary Product (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Net revenue | $ 471,857 | $ 362,050 | $ 260,901 |
Eggs and Egg Related Products | |||
Disaggregation Of Revenue [Line Items] | |||
Net revenue | 449,045 | 339,214 | 239,967 |
Butter and Butter Related Products | |||
Disaggregation Of Revenue [Line Items] | |||
Net revenue | $ 22,812 | $ 22,836 | $ 20,934 |
Allowance for Credit Losses - A
Allowance for Credit Losses - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 |
Allowance for Credit Loss [Abstract] | ||||
Allowance for credit losses | $ 777 | $ 699 | $ 269 | $ 196 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Schedule of Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Allowance for credit losses, Beginning balance | $ (699) | $ (269) | $ (196) |
Reductions (provisions) charged to operating results | (512) | (752) | (184) |
Account write-offs | 434 | 322 | 111 |
Allowance for credit losses,Ending balance | (777) | (699) | (269) |
Account receivable member | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Allowance for credit losses, Beginning balance | (493) | (269) | (196) |
Reductions (provisions) charged to operating results | (364) | (546) | (184) |
Account write-offs | 307 | 322 | 111 |
Allowance for credit losses,Ending balance | (550) | (493) | (269) |
Prepaid expenses and other current assets member | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Allowance for credit losses, Beginning balance | (206) | 0 | 0 |
Reductions (provisions) charged to operating results | (148) | (206) | 0 |
Account write-offs | 127 | 0 | 0 |
Allowance for credit losses,Ending balance | $ (227) | $ (206) | $ 0 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Inventory [Line Items] | ||
Reserve for inventory obsolescence | $ (496) | $ (98) |
Inventories | 32,895 | 26,849 |
Eggs and Egg Related Products | ||
Inventory [Line Items] | ||
Inventory gross | 25,521 | 13,675 |
Butter and Butter Related Products | ||
Inventory [Line Items] | ||
Inventory gross | 1,697 | 5,718 |
Packaging | ||
Inventory [Line Items] | ||
Inventory gross | 4,988 | 5,452 |
Pullets | ||
Inventory [Line Items] | ||
Inventory gross | 289 | 981 |
Other | ||
Inventory [Line Items] | ||
Inventory gross | $ 896 | $ 1,121 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 87,890 | $ 71,842 |
Less: Accumulated depreciation and amortization | (21,051) | (12,687) |
Property, plant and equipment, net | 66,839 | 59,155 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 552 | 552 |
Land improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 818 | 835 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 30,532 | 29,667 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,055 | 894 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 50,979 | 34,978 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 492 | 919 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 461 | 685 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,001 | $ 3,312 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization of property, plant and equipment | $ 7,925 | $ 5,441 | $ 3,540 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Contract | Dec. 25, 2022 USD ($) | Dec. 26, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Number of longterm supply contracts | Contract | 2 | ||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||
Lessee, Operating Lease, Existence of Option to Terminate [true false] | true | ||
Option to extend | The Company’s office lease for its corporate headquarters facility in Austin, Texas includes an option to renew, generally at the Company's sole discretion, with renewal terms that can extend the lease term up to five years. | ||
Option to terminate | In addition, certain leases contain termination options, where the rights to terminate are held by the Company, the lessor, or both parties. | ||
Lease- amortization expense | $ | $ 2,565 | $ 439 | $ 0 |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Term of Contract | 7 years | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Term of Contract | 1 year |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 1,714 | $ 1,445 | $ 0 |
Finance lease cost - amortization of right-of-use assets | 2,565 | 439 | 0 |
Finance lease cost - interest on lease liabilities | 740 | 87 | 28 |
Short-term lease cost | 771 | 67 | 0 |
Variable lease cost | 7,533 | 2,967 | 0 |
Variable lease cost - long-term supply contracts | 200,050 | 143,696 | 0 |
Total lease cost | $ 213,373 | $ 148,701 | $ 28 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Leases [Abstract] | ||
Machinery and equipment | $ 16,321 | $ 8,931 |
Less: Accumulated depreciation and amortization | (2,837) | (272) |
Property, plant and equipment, net | $ 13,484 | $ 8,659 |
Weighted-average remaining lease term (years) | 2 years 11 months 19 days | 2 years 2 months 4 days |
Weighted-average discount rate | 7.38% | 3.32% |
Weighted-average remaining lease term (years) | 3 years 9 months 29 days | 4 years 10 months 6 days |
Weighted-average discount rate | 7.12% | 6.34% |
Leases - Summary of 0perating a
Leases - Summary of 0perating and Finance Leases Future Undiscounted to Leases (Details) | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
Operating leases 2024 | $ 3,579,000 |
Operating leases 2025 | 3,170,000 |
Operating leases 2026 | 3,017,000 |
Operating leases 2027 | 0 |
Operating lease, 2028 | 0 |
Operating leases Thereafter | 0 |
Total lease payments | 9,766,000 |
Less imputed interest | (938,000) |
Total present value of lease liabilities | 8,828,000 |
Finance leases 2024 | 4,103,000 |
Finance leases 2025 | 4,103,000 |
Finance leases 2026 | 4,095,000 |
Finance leases 2027 | 3,332,000 |
FinanceLease, 2028 | 0 |
Finance leases Thereafter | 0 |
Total lease payments | 15,633,000 |
Less imputed interest | (1,897,000) |
Total present value of lease liabilities | $ 13,736,000 |
Leases - Summary of Cash Flow I
Leases - Summary of Cash Flow Information related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Leases [Abstract] | ||
Operating cash outflows - payments on operating leases | $ 1,759 | $ 1,477 |
Operating cash outflows - interest payments on finance leases | 740 | 87 |
Financing cash outflows - principal payments on finance leases | $ 2,246 | $ 554 |
Leases - Summary of Right-of-Us
Leases - Summary of Right-of-Use Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Leases [Abstract] | ||
Operating leases | $ 8,583 | $ 0 |
Finance leases | $ 7,390 | $ 8,931 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Payables and Accruals [Abstract] | ||
Employee-related costs | $ 9,131 | $ 7,453 |
Promotions and customer deductions | 6,982 | 4,414 |
Distribution fees and freight | 2,876 | 2,351 |
Marketing and broker commissions | 3,627 | 1,598 |
Purchases of inventory | 525 | 1,349 |
Professional fees | 1,066 | 761 |
Other | 11 | 551 |
Accrued liabilities | $ 24,218 | $ 18,477 |
Product Exit Costs - Additional
Product Exit Costs - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Liability balance related to exit | $ 45 | $ 119 |
Restructuring and Related Activities, Completion Date | Mar. 31, 2024 |
Product Exit Costs - Summary of
Product Exit Costs - Summary of Activity Related to Exit of Breakfast Products (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | $ 119 | |
Charges Incurred | 0 | $ 2,341 |
Amounts Paid or Settled | (74) | (2,187) |
Amounts Released as Unutilized | 0 | (35) |
Restructuring Reserve, Ending Balance | 45 | 119 |
Net Revenue | Customer Allowances | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | 0 | |
Charges Incurred | 146 | |
Amounts Paid or Settled | (111) | |
Amounts Released as Unutilized | (35) | |
Restructuring Reserve, Ending Balance | 0 | |
Cost of Goods Sold | Inventory Obsolescence | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | 0 | |
Charges Incurred | 749 | |
Amounts Paid or Settled | (749) | |
Amounts Released as Unutilized | 0 | |
Restructuring Reserve, Ending Balance | 0 | |
Cost of Goods Sold | Asset Write-downs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | 119 | |
Charges Incurred | 0 | 119 |
Amounts Paid or Settled | (74) | 0 |
Amounts Released as Unutilized | 0 | 0 |
Restructuring Reserve, Ending Balance | 45 | 119 |
Cost of Goods Sold | Co-manufacturer Charges | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | 0 | |
Charges Incurred | 135 | |
Amounts Paid or Settled | (135) | |
Amounts Released as Unutilized | 0 | |
Restructuring Reserve, Ending Balance | 0 | |
Selling, General and Administrative | Asset Disposals | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | 0 | |
Charges Incurred | 66 | |
Amounts Paid or Settled | (66) | |
Amounts Released as Unutilized | 0 | |
Restructuring Reserve, Ending Balance | 0 | |
Selling, General and Administrative | Contract Terminations | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | $ 0 | |
Charges Incurred | 1,126 | |
Amounts Paid or Settled | (1,126) | |
Amounts Released as Unutilized | 0 | |
Restructuring Reserve, Ending Balance | $ 0 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | Oct. 31, 2017 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 7,000 | $ 0 | $ 52,000 | |
Revolving Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Repayments of Long-Term Lines of Credit | 7,500,000 | $ 0 | $ 0 | |
Outstanding debt | 0 | |||
PNC Bank, National Association | Revolving Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility maximum borrowing capacity | $ 10,000,000 | |||
PNC Bank, National Association | Revolving Line of Credit | Sixth Amendment | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility maximum borrowing capacity | $ 20,000,000 | |||
PNC Bank, National Association | Revolving Line of Credit | Tenth Amendment | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument basis spread on variable rate | 2% | |||
PNC Bank, National Association | Revolving Line of Credit | Tenth Amendment | Alternate Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument basis spread on variable rate | 1% | |||
PNC Bank, National Association | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | 4,700,000 | |||
PNC Bank, National Association | Equipment Loan | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility maximum borrowing capacity | $ 1,500,000 | |||
PNC Bank, National Association | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility covenant terms | The Credit Facility is secured by all of the Company’s assets (other than real property and certain other property excluded pursuant to the terms of the Credit Facility) and requires the Company to maintain three financial covenants: a fixed charge coverage ratio, a leverage ratio and a minimum tangible net worth requirement. The Credit Facility also contains various covenants relating to limitations on indebtedness, acquisitions, mergers, consolidations and the sale of properties and liens. | |||
Line of credit facility covenant compliance | As of December 31, 2023, the Company was in compliance with all covenants under the Credit Facility. | |||
PNC Bank, National Association | Credit Facility | Eleventh Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Maturity Date | Apr. 02, 2025 | |||
PNC Bank, National Association | Credit Facility | Term Loan And Equipment Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument eliminated | 2021-04 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) - $ / shares | Dec. 31, 2023 | Dec. 25, 2022 |
Class Of Stock [Line Items] | ||
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Dec. 31, 2023 | Dec. 26, 2021 | Dec. 25, 2022 | |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 310,000,000 | 310,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 41,684,649 | 40,746,990 | ||
Common stock, shares outstanding | 41,684,649 | 40,746,990 | ||
Common stock voting rights | Each share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of the Company’s stockholders | |||
Common stock dividend declared or paid | $ 0 | |||
Treasury Stock | ||||
Class Of Stock [Line Items] | ||||
Retirement of treasury stock, Shares | 5,494,918 | 5,494,918 |
Common Stock - Schedule of Rese
Common Stock - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares | Dec. 31, 2023 | Dec. 25, 2022 |
Class Of Stock [Line Items] | ||
Common stock for issuance | 17,799,187 | 16,643,168 |
Employee Stock Option | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 3,920,485 | 4,634,205 |
Restricted Stock Units | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 565,376 | 505,504 |
Shares Available for Grant | 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 13,313,326 | 11,503,459 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 01, 2024 | Jul. 31, 2020 | Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock for issuance | 17,799,187 | 16,643,168 | |||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense | $ 5,220 | ||||
Expected weighted-average period of recognition | 1 year 9 months 3 days | ||||
Common stock for issuance | 565,376 | 505,504 | |||
RSU of shares vested | $ 3,044 | $ 1,549 | $ 564 | ||
Employee Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense | $ 3,412 | ||||
Expected weighted-average period of recognition | 1 year 7 months 13 days | ||||
Common stock for issuance | 3,920,485 | 4,634,205 | |||
2020 Equity Incentive Plan | Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Maximum number of shares issuable | 8,595,871 | ||||
Percentage of outstanding common stock | 4% | ||||
Share-based compensation award, description | Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2020 Incentive Plan was 8,595,871 shares. The 2020 Incentive Plan provides that the number of shares reserved and available for issuance under the 2020 Incentive Plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to 4% of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Board of Directors | ||||
Number of shares available for future grants | 11,200,932 | ||||
2020 Equity Incentive Plan | Common Stock | Subsequent Event | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of new shares issued | 1,667,385 | ||||
2020 Employee Stock Purchase Plan | Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Maximum number of shares issuable | 900,000 | ||||
Percentage of outstanding common stock | 1% | ||||
Share-based compensation award, description | The 2020 ESPP authorizes the initial issuance of up to 900,000 shares of the Company’s common stock to certain eligible employees or, as designated by the Board of Directors, employees of a related company. The 2020 ESPP provides that the number of shares reserved and available for issuance under the 2020 ESPP will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to the lesser of (i) 1% of the outstanding number of shares of common stock on the immediately preceding December 31 and (ii) 900,000, or such lesser number of shares as determined by the Board of Directors. | ||||
Common stock for issuance | 2,112,394 | ||||
2020 Employee Stock Purchase Plan | Common Stock | Subsequent Event | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of new shares issued | 416,846 |
Stock-Based Compensation -Summa
Stock-Based Compensation -Summary of Recognized Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 7,417 | $ 6,040 | $ 4,440 | |
Tax benefit | 2,998 | 970 | 3,872 | |
Cost of Goods Sold | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | [1] | 260 | 188 | 133 |
Selling, General and Administrative | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | [2] | $ 7,157 | $ 5,852 | $ 4,307 |
[1] Includes $ 7 , $ 6 and $ 0 of expense related to the 2020 Employee Stock Purchase Plan as of December 31, 2023, December 25, 2022, and December 26, 2021 , respectively. Includes $ 97 , $ 57 and $ 0 of expense related to the 2020 Employee Stock Purchase Plan as of December 31, 2023, December 25, 2022, and December 26, 2021 , respectively. |
Stock-Based Compensation -Sum_2
Stock-Based Compensation -Summary of Recognized Stock-Based Compensation Expense (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
ESPP expense | $ 7,417 | $ 6,040 | $ 4,440 | |
Cost of Goods Sold | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
ESPP expense | [1] | 260 | 188 | 133 |
Cost of Goods Sold | Employee Stock Purchase Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
ESPP expense | 7 | 6 | 0 | |
Selling, General and Administrative | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
ESPP expense | [2] | 7,157 | 5,852 | 4,307 |
Selling, General and Administrative | Employee Stock Purchase Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
ESPP expense | $ 97 | $ 57 | $ 0 | |
[1] Includes $ 7 , $ 6 and $ 0 of expense related to the 2020 Employee Stock Purchase Plan as of December 31, 2023, December 25, 2022, and December 26, 2021 , respectively. Includes $ 97 , $ 57 and $ 0 of expense related to the 2020 Employee Stock Purchase Plan as of December 31, 2023, December 25, 2022, and December 26, 2021 , respectively. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of Options, Beginning balance | 4,634,205 | ||
Number of Options, Granted | 520,154 | ||
Number of Options, Exercised | (737,000) | ||
Number of Options, Cancelled/Forfeited | (496,874) | ||
Number of Options, Ending balance | 3,920,485 | 4,634,205 | |
Number of Options, Options exercisable as of December 31, 2023 | 2,793,016 | ||
Number of Options, Options vested and expected to vest as of December 31, 2023 | 3,920,485 | ||
Weighted-Average Exercise Price, Beginning balance | $ 9.35 | ||
Weighted-Average Exercise Price, Options Granted | 15 | ||
Weighted-Average Exercise Price, Options Exercised | 1.05 | ||
Weighted-Average Exercise Price, Options Cancelled | 21.89 | ||
Weighted-Average Exercise Price, Ending balance | 10.07 | $ 9.35 | |
Weighted-Average Exercise Price, Options exercisable as of December 31, 2023 | 8.31 | ||
Weighted-Average Exercise Price, Options vested and expected to vest as of December 31, 2023 | $ 10.07 | ||
Weighted Average Remaining Contractual Life (Years), Balance | 5 years 9 months 18 days | ||
Weighted Average Remaining Contractual Life (Years), Options exercisable as of December 31, 2023 | 5 years | ||
Weighted Average Remaining Contractual Life (Years), Options vested and expected to vest as of December 31, 2023 | 5 years 9 months 18 days | ||
Aggregate Intrinsic Value | $ 28,749 | $ 38,520 | |
Aggregate Intrinsic Value, Exercised | 9,091 | $ 1,827 | $ 20,343 |
Aggregate Intrinsic Value, Cancelled | 61 | ||
Aggregate Intrinsic Value, Options exercisable as of December 31, 2023 | 25,215 | ||
Aggregate Intrinsic Value, Options vested and expected to vest as of December 31, 2023 | $ 28,749 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions, Fair Values and Intrinsic Values of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average fair value at grant date | $ 15 | ||
Fair value of shares vested | $ 3,160 | $ 3,245 | $ 2,694 |
Intrinsic value of stock options exercised | 9,091 | 1,827 | 20,343 |
Proceeds from stock options exercised | $ 776 | $ 568 | $ 2,776 |
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | 6 years | |
Expected stock price volatility, minimum | 27.80% | 27.60% | 28.50% |
Expected stock price volatility, maximum | 29.20% | 28.60% | 29.40% |
Risk-free interest rate, minimum | 3.63% | 1.64% | 0.57% |
Risk-free interest rate, maximum | 4.45% | 4.16% | 1.36% |
Expected dividend yield | 0% | 0% | 0% |
Weighted average fair value at grant date | $ 5.33 | $ 3.97 | $ 7.31 |
Minimum | Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | ||
Maximum | Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 6 months |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units | 12 Months Ended | |
Dec. 31, 2023 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of RSUs, beginning balance | shares | 505,504 | |
Number of RSUs, Granted | shares | 350,497 | |
Number of RSUs, Vested | shares | (217,347) | [1] |
Number of RSUs, forfeited | shares | (73,278) | |
Number of RSUs, Ending balance | shares | 565,376 | |
Weighted-Average Grant Date Fair Value, beginning balance | $ / shares | $ 13.58 | |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 15.04 | |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 14.03 | [1] |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 14.1 | |
Weighted-Average Grant Date Fair Value, ending balance | $ / shares | $ 14.24 | |
[1] Shares of common stock that were withheld to cover taxes on the release of vested RSUs and became available for future grants pursuant to the 2020 Equity Incentive Plan |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Current: | |||
Federal | $ 5,136 | $ 384 | $ 225 |
State | 1,678 | 539 | 282 |
Deferred: | |||
Federal | 28 | 803 | (2,164) |
State | (207) | (125) | (371) |
Provision (benefit) for income taxes | $ 6,635 | $ 1,601 | $ (2,028) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Income Tax Disclosure [Abstract] | |||
Provision at statutory rate of 21% | $ 6,762 | $ 594 | $ 74 |
State income taxes | 1,117 | 51 | (416) |
Stock-based compensation | (1,636) | 225 | (2,846) |
Non-deductible costs | 574 | 279 | 12 |
Charitable deduction | (95) | (634) | (88) |
Change in deferred tax asset valuation allowance | 84 | (774) | 774 |
Revisions to prior year | 4 | 212 | 0 |
Changes in uncertain tax positions | 58 | 347 | 0 |
Tax credits | (238) | 0 | 0 |
Other, net | 5 | 33 | 462 |
Provision (benefit) for income taxes | $ 6,635 | $ 1,601 | $ (2,028) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Federal Statutory Income Tax Provision (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Provision at statutory rate | 21% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 25, 2022 |
Deferred tax assets: | ||
Accrued expenses | $ 3,716 | $ 2,594 |
Allowances and other reserves | 191 | 171 |
Inventory | 1,498 | 963 |
Net operating loss carryforwards | 110 | 1,503 |
Charitable contributions | 0 | 230 |
Stock-based compensation | 1,465 | 1,046 |
Lease liability | 5,558 | 2,624 |
Other | 467 | 581 |
Total deferred tax assets | 13,005 | 9,712 |
Less: Valuation allowance | (84) | 0 |
Net deferred tax assets | 12,921 | 9,712 |
Deferred tax liabilities: | ||
Prepaid expenses | 490 | 590 |
Property and equipment | 6,778 | 6,273 |
Operating and finance lease right of use assets | 5,517 | 2,589 |
Intangibles | 507 | 430 |
Total deferred tax liabilities | 13,292 | 9,882 |
Net deferred tax liabilities | $ (371) | $ (170) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - State $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 0.4 |
Net operating loss carryforwards expiration year | 2035 |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance as of beginning of year | $ 0 | $ 774 |
Increases recorded to income tax provision | 84 | 0 |
Decreases recorded as benefit to income tax provision | 0 | (774) |
Valuation allowance as of end of year | $ 84 | $ 0 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 25, 2022 | |
Income Tax Disclosure [Abstract] | ||
Gross tax contingencies as of beginning of year | $ 511 | $ 219 |
Increase in gross tax contingencies | 165 | 320 |
Decrease in gross tax contingencies | (22) | (28) |
Gross tax contingencies as of end of year | $ 654 | $ 511 |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Numerator: | |||
Net income | $ 25,566 | $ 1,230 | $ 2,382 |
Less: Net loss attributable to noncontrolling interests | 0 | (21) | (47) |
Net income attributable to Vital Farms, Inc. common stockholders | $ 25,566 | $ 1,251 | $ 2,429 |
Denominator: | |||
Weighted average common shares outstanding - basic | 41,192,544 | 40,648,592 | 40,027,278 |
Weighted Average effect of potentially dilutive securities: | |||
Weighted average common shares outstanding — diluted | 43,312,836 | 43,469,586 | 43,321,733 |
Net income per share attributable to Vital Farms, Inc. stockholders | |||
Basic | $ 0.62 | $ 0.03 | $ 0.06 |
Diluted | $ 0.59 | $ 0.03 | $ 0.06 |
Employee Stock Option [Member] | |||
Weighted Average effect of potentially dilutive securities: | |||
Effect of potentially dilutive stock options | 1,994,774 | 2,745,161 | 3,290,615 |
Restricted Stock Units | |||
Weighted Average effect of potentially dilutive securities: | |||
Effect of potentially dilutive stock options | 107,577 | 64,455 | 3,840 |
Employee Stock Purchase Plan | |||
Weighted Average effect of potentially dilutive securities: | |||
Effect of potentially dilutive stock options | 17,941 | 11,378 | 0 |
Net Income Per Share - Schedu_2
Net Income Per Share - Schedule of Excluded Common Shares Including at Anti-dilutive Effects (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 23,791 | 73,340 | 23,744 |
Employee Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 15,429 | 27,954 | 4,817 |
Unvested Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 8,362 | 45,386 | 18,927 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified from accumulated other comprehensive loss to earnings | $ 182 | $ 96 | $ 55 |
Tax expense | (45) | (22) | (13) |
Net of tax | 137 | 74 | 42 |
Gains on available-for-sale securities | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified from accumulated other comprehensive loss to earnings | $ 182 | $ 96 | $ 55 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Schedule of Component of Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Unrealized net holding gain (loss), Before Tax | $ 1,371 | $ (1,745) | $ (385) |
Unrealized net holding gain (loss), Tax | (338) | 405 | 93 |
Unrealized net holding gain (loss), After Tax | 1,033 | (1,340) | (292) |
Amounts reclassified from accumulated other comprehensive loss to earnings | 182 | 96 | 55 |
Amounts reclassified for realized losses to earnings | (45) | (22) | (13) |
Net of tax | 137 | 74 | 42 |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (383) | 383 | 80 |
Other comprehensive income (loss), net of tax | 1,170 | (1,266) | (250) |
Other comprehensive income (loss), before tax | 1,553 | (1,649) | (330) |
Available-for-Sale Securities | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified from accumulated other comprehensive loss to earnings | $ 182 | $ 96 | $ 55 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Commitments And Contingencies [Line Items] | |
Long-term supply contracts costs | $ 200,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Sandpebble Builders Preconstruction, Inc - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Related Party Transaction [Line Items] | |||
Expense paid to related party | $ 631 | $ 962 | $ 1,037 |
Amounts owed to related party | $ 0 | $ 51 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
401(k) Saving Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Contributions made by the company | $ 1,185 | $ 861 | $ 651 |