Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 05, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
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 | |
Security 12b Title | Common Stock, par value $0.0001 per share | |
Trading Symbol | VITL | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39411 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0496985 | |
Entity Address, Address Line One | 3601 South Congress Avenue | |
Entity Address, Address Line Two | Suite C100 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78704 | |
City Area Code | 877 | |
Local Phone Number | 455-3063 | |
Entity Common Stock, Shares Outstanding | 43,098,946 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 133,173 | $ 84,149 |
Investment securities, available-for-sale | 19,533 | 32,667 |
Accounts receivable, net of allowance for credit losses of $514 and $550 as of June 30, 2024 and December 31, 2023, respectively | 42,863 | 39,699 |
Inventories | 31,448 | 32,895 |
Prepaid expenses and other current assets, net of allowance for credit losses of $117 and $227 as of June 30, 2024 and December 31, 2023, respectively | 4,530 | 6,114 |
Income taxes receivable | 2,663 | 0 |
Total current assets | 234,210 | 195,524 |
Property, plant and equipment, net | 68,327 | 66,839 |
Operating lease right-of-use assets | 12,478 | 8,911 |
Goodwill and other assets | 5,474 | 3,904 |
Total assets | 320,489 | 275,178 |
Current liabilities: | ||
Accounts payable | 33,358 | 33,485 |
Accrued liabilities | 25,928 | 24,218 |
Operating lease liabilities, current | 4,085 | 3,057 |
Finance lease liabilities, current | 3,620 | 3,255 |
Income taxes payable | 0 | 1,206 |
Total current liabilities | 66,991 | 65,221 |
Operating lease liabilities, non-current | 4,387 | 5,771 |
Finance lease liabilities, non-current | 9,593 | 10,481 |
Other liabilities | 1,097 | 1,028 |
Total liabilities | 82,068 | 82,501 |
Commitments and contingencies (Note 20) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized as of June 30, 2024 and December 31, 2023; no shares issued and outstanding as of June 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.0001 par value per share, 310,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 42,971,988 and 41,684,649 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 4 | 4 |
Additional paid-in capital | 173,498 | 163,325 |
Retained earnings | 65,087 | 29,725 |
Accumulated other comprehensive loss | (168) | (377) |
Total stockholders’ equity | 238,421 | 192,677 |
Total liabilities and stockholders' equity | $ 320,489 | $ 275,178 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, net of allowance for credit losses | $ 514 | $ 550 |
Prepaid expenses and other current assets, net of allowance for credit losses | $ 117 | $ 227 |
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 | 42,971,988 | 41,684,649 |
Common stock, shares outstanding | 42,971,988 | 41,684,649 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Income Statement [Abstract] | ||||
Net revenue | $ 147,388 | $ 106,445 | $ 295,316 | $ 225,616 |
Cost of goods sold | 89,710 | 68,645 | 178,742 | 145,149 |
Gross profit | 57,678 | 37,800 | 116,574 | 80,467 |
Operating expenses: | ||||
Selling, general and administrative | 33,336 | 23,908 | 60,467 | 47,853 |
Shipping and distribution | 7,203 | 5,853 | 14,799 | 13,679 |
Total operating expenses | 40,539 | 29,761 | 75,266 | 61,532 |
Income from operations | 17,139 | 8,039 | 41,308 | 18,935 |
Other income (expense), net: | ||||
Interest expense | (257) | (136) | (512) | (275) |
Interest income | 1,316 | 450 | 2,404 | 790 |
Other expense, net | (87) | (441) | (364) | (1,866) |
Total other income (expense), net | 972 | (127) | 1,528 | (1,351) |
Net income before income taxes | 18,111 | 7,912 | 42,836 | 17,584 |
Income tax provision | 1,772 | 1,229 | 7,474 | 3,751 |
Net income | $ 16,339 | $ 6,683 | $ 35,362 | $ 13,833 |
Net income per share: | ||||
Basic: | $ 0.38 | $ 0.16 | $ 0.84 | $ 0.34 |
Diluted: | $ 0.36 | $ 0.15 | $ 0.79 | $ 0.32 |
Weighted average common shares outstanding: | ||||
Basic: | 42,500,355 | 40,948,365 | 42,148,992 | 40,861,218 |
Diluted: | 45,248,792 | 43,292,261 | 44,600,401 | 43,359,993 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 16,339 | $ 6,683 | $ 35,362 | $ 13,833 |
Other comprehensive income, before tax: | ||||
Unrealized net holding gain | 134 | 128 | 278 | 645 |
Amounts reclassified for realized gains (losses) to earnings | 0 | 95 | (1) | 129 |
Available-for-sale debt securities, before tax | 134 | 223 | 277 | 774 |
Other comprehensive income, before tax | 134 | 223 | 277 | 774 |
Income tax benefit (expense) related to items of other comprehensive income | (33) | (61) | (68) | (191) |
Other comprehensive income, net of tax | 101 | 162 | 209 | 583 |
Comprehensive income | $ 16,440 | $ 6,845 | $ 35,571 | $ 14,416 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning Balance at Dec. 25, 2022 | $ 158,332 | $ 4 | $ 155,716 | $ 4,159 | $ (1,547) |
Beginning Balance, Shares at Dec. 25, 2022 | 40,746,990 | ||||
Vesting of restricted stock units, Shares | 127,595 | ||||
Shares withheld for tax liability on vested restricted stock units, Shares | (35,535) | ||||
Stock-based compensation expense | 1,627 | 1,627 | |||
Other comprehensive income loss, net | 421 | 421 | |||
Net income | 7,150 | 7,150 | |||
Ending Balance at Mar. 26, 2023 | 167,530 | $ 4 | 157,343 | 11,309 | (1,126) |
Ending Balance, Shares at Mar. 26, 2023 | 40,839,050 | ||||
Beginning Balance at Dec. 25, 2022 | 158,332 | $ 4 | 155,716 | 4,159 | (1,547) |
Beginning Balance, Shares at Dec. 25, 2022 | 40,746,990 | ||||
Other comprehensive income loss, net | 583 | ||||
Ending Balance at Jun. 25, 2023 | 176,044 | $ 4 | 159,012 | 17,992 | (964) |
Ending Balance, Shares at Jun. 25, 2023 | 41,232,667 | ||||
Beginning Balance at Mar. 26, 2023 | 167,530 | $ 4 | 157,343 | 11,309 | (1,126) |
Beginning Balance, Shares at Mar. 26, 2023 | 40,839,050 | ||||
Exercise of stock options | 110 | 110 | |||
Exercise of stock options, Shares | 307,500 | ||||
Vesting of restricted stock units, Shares | 79,030 | ||||
Shares withheld for tax liability on vested restricted stock units | (636) | (636) | |||
Shares withheld for tax liability on vested restricted stock units, Shares | (3,924) | ||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 11,011 | ||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 135 | 135 | |||
Stock-based compensation expense | 2,060 | 2,060 | |||
Other comprehensive income loss, net | 162 | 162 | |||
Net income | 6,683 | 6,683 | |||
Ending Balance at Jun. 25, 2023 | 176,044 | $ 4 | 159,012 | 17,992 | (964) |
Ending Balance, Shares at Jun. 25, 2023 | 41,232,667 | ||||
Beginning Balance at Dec. 31, 2023 | $ 192,677 | $ 4 | 163,325 | 29,725 | (377) |
Beginning Balance, Shares at Dec. 31, 2023 | 41,684,649 | 41,684,649 | |||
Exercise of stock options | $ 824 | 824 | |||
Exercise of stock options, Shares | 180,086 | ||||
Vesting of restricted stock units, Shares | 201,702 | ||||
Shares withheld for tax liability on vested restricted stock units | (1,310) | (1,310) | |||
Shares withheld for tax liability on vested restricted stock units, Shares | (62,781) | ||||
Stock-based compensation expense | 1,982 | 1,982 | |||
Other comprehensive income loss, net | 108 | 108 | |||
Net income | 19,023 | 19,023 | |||
Ending Balance at Mar. 31, 2024 | 213,304 | $ 4 | 164,821 | 48,748 | (269) |
Ending Balance, Shares at Mar. 31, 2024 | 42,003,656 | ||||
Beginning Balance at Dec. 31, 2023 | $ 192,677 | $ 4 | 163,325 | 29,725 | (377) |
Beginning Balance, Shares at Dec. 31, 2023 | 41,684,649 | 41,684,649 | |||
Exercise of stock options, Shares | 1,091,691 | ||||
Other comprehensive income loss, net | $ 209 | ||||
Ending Balance at Jun. 30, 2024 | $ 238,421 | $ 4 | 173,498 | 65,087 | (168) |
Ending Balance, Shares at Jun. 30, 2024 | 42,971,988 | 42,971,988 | |||
Beginning Balance at Mar. 31, 2024 | $ 213,304 | $ 4 | 164,821 | 48,748 | (269) |
Beginning Balance, Shares at Mar. 31, 2024 | 42,003,656 | ||||
Exercise of stock options | 5,624 | 5,624 | |||
Exercise of stock options, Shares | 911,605 | ||||
Vesting of restricted stock units, Shares | 41,316 | ||||
Shares withheld for tax liability on vested restricted stock units | (41) | (41) | |||
Shares withheld for tax liability on vested restricted stock units, Shares | (1,432) | ||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 16,843 | ||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 178 | 178 | |||
Stock-based compensation expense | 2,916 | 2,916 | |||
Other comprehensive income loss, net | 101 | 101 | |||
Net income | 16,339 | 16,339 | |||
Ending Balance at Jun. 30, 2024 | $ 238,421 | $ 4 | $ 173,498 | $ 65,087 | $ (168) |
Ending Balance, Shares at Jun. 30, 2024 | 42,971,988 | 42,971,988 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 25, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 35,362 | $ 13,833 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 4,647 | 3,543 |
Reduction in the carrying amount of right-of-use assets | 3,510 | 1,588 |
Amortization of available-for-sale debt securities | 76 | 230 |
Amortization of debt issuance costs | 19 | 0 |
Stock-based compensation expense | 4,898 | 3,687 |
Deferred taxes | 0 | 767 |
Unrealized loss on derivative instruments | 346 | 847 |
Other | (132) | 524 |
Net change in operating assets and liabilities | (8,644) | (6,108) |
Net cash provided by operating activities | 40,082 | 18,911 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (6,914) | (4,292) |
Purchases and settlements of derivative instruments | (669) | (662) |
Sales of available-for-sale debt securities | 0 | 1,907 |
Maturities and call redemptions of available-for-sale debt securities | 13,335 | 18,453 |
Proceeds from the sale of property, plant and equipment | 1 | 1,054 |
Return of investment in variable interest entity | 0 | 552 |
Net cash provided by investing activities | 5,753 | 17,012 |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 6,448 | 110 |
Proceeds from issuance of common stock under employee stock purchase plan | 178 | 135 |
Payment of tax withholding obligation on vested RSU shares | (1,351) | (636) |
Principal payments under finance lease obligations | (1,672) | (773) |
Payment of financing costs | (414) | 0 |
Net cash provided by (used in) financing activities | 3,189 | (1,164) |
Net increase in cash and cash equivalents | 49,024 | 34,759 |
Cash and cash equivalents at beginning of the period | 84,149 | 12,914 |
Cash and cash equivalents at end of the period | 133,173 | 47,673 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 512 | 268 |
Cash paid for income taxes | 11,344 | 1,070 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property, plant and equipment included in accounts payable and accrued liabilities | 150 | 1,266 |
Revolving Line of Credit | ||
Cash flows from financing activities: | ||
Proceeds from borrowing under revolving line of credit | 0 | 7,500 |
Repayment of revolving line of credit | $ 0 | $ (7,500) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 25, 2023 | Mar. 26, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 16,339 | $ 19,023 | $ 6,683 | $ 7,150 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Director and Officer Trading Arrangements During the 13-week period ended June 30, 2024, certain of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, as set forth in the table below: Type of Trading Arrangement Name and Position Action Adoption/ Termination Date Rule 10b5-1* Non-Rule 10b5-1** Total Shares of Common Stock to be Sold Total Shares of Common Stock to be Purchased Expiration Date Kathryn McKeon , Chief Marketing Officer Adoption May 28, 2024 X 47,164 February 28, 2025 Peter Pappas , Chief Sales Officer Adoption June 14, 2024 X 99,526 June 15, 2025 * Contract, instructions, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act. |
Kathryn Mckeon | |
Trading Arrangements, by Individual | |
Name | Kathryn McKeon |
Title | Chief Marketing Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | May 28, 2024 |
Arrangement Duration | 276 days |
Aggregate Available | 47,164 |
Trade Arrangement Expiration Date | February 28, 2025 |
Peter Pappas | |
Trading Arrangements, by Individual | |
Name | Peter Pappas |
Title | Chief Sales Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 14, 2024 |
Arrangement Duration | 366 days |
Aggregate Available | 99,526 |
Trade Arrangement Expiration Date | June 15, 2025 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | Note 1. Nature of the Business and Basis of Presentation Vital Farms, Inc. (the “Company”) 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. The accompanying unaudited condensed consolidated financial statements as of June 30, 2024 and for the 13-week and 26-week periods ended June 30, 2024 and June 25, 2023 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”) for interim financial statements. 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. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”). In the opinion of management, the included disclosures are adequate, and the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for a fair statement of the Company’s consolidated financial position as of June 30, 2024, consolidated results of operations for the 13-week and 26-week periods ended June 30, 2024 and June 25, 2023, and consolidated cash flows for the 26-week periods ended June 30, 2024 and June 25, 2023. 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. The condensed consolidated balance sheet as of December 31, 2023 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the audited annual financial statements. The condensed consolidated results of operations for the 13-week and 26-week periods ended June 30, 2024 are not necessarily indicative of the consolidated results of operations that may be expected for the fiscal year ending December 29, 2024. Fiscal Year: The Company’s fiscal year ends on the last Sunday in December and contains either 52 or 53 weeks. In a 52-week fiscal year, each of the Company’s fiscal quarters consist of 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter, making such quarter consist of 14 weeks. Therefore, the financial results of certain 53-week fiscal years, and the associated 14-week quarters, will not be exactly comparable to the prior and subsequent 52-week fiscal years and the associated 13-week quarters. The fiscal quarters ended June 30, 2024 and June 25, 2023 both contain operating results for 13 weeks. The fiscal year ended December 31, 2023 consisted of 53 weeks. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies The significant accounting policies and estimates used in preparation of the unaudited condensed consolidated financial statements are described in the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2023, and the notes thereto, which are included in the Company’s Annual Report. Other than the adoption of the new accounting pronouncements and standards as further described below, there have been no material changes to the Company’s significant accounting policies during the 26-week period ended June 30, 2024. Recently Adopted Accounting Pronouncements The new accounting pronouncements recently adopted by the Company are described in the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2023, and the notes thereto, which are included in the Annual Report. There have been no new accounting pronouncements adopted by the Company during the 26-week period ended June 30, 2024. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (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 plans to adopt the standard for the year ended December 29, 2024 and will thus include any additional disclosures, if necessary, in its Annual Report on Form 10-K for the current fiscal year. 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 | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | Note 3. Investment Securities The following table summarizes the Company’s available-for-sale investment securities as of June 30, 2024: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value U.S. corporate bonds and U.S. dollar $ 19,722 $ 9 $ ( 198 ) $ — $ 19,533 Total $ 19,722 $ 9 $ ( 198 ) $ — $ 19,533 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 Proceeds from the sale of available-for-sale securities were $ 0 for the 13-week and 26-week periods ended June 30, 2024 and $ 1,907 for the 13-week and 26-week periods ended June 25, 2023. 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 June 30, 2024 by contractual maturity are as follows: Amortized Cost Fair Value Due within one year $ 17,361 $ 17,171 Due after one year through five years 2,361 2,362 Total available-for-sale $ 19,722 $ 19,533 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: June 30, 2024 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 $ 654 $ ( 2 ) $ 17,870 $ ( 196 ) $ 18,524 $ ( 198 ) Total $ 654 $ ( 2 ) $ 17,870 $ ( 196 ) $ 18,524 $ ( 198 ) 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 ) As of June 30, 2024 , there were 31 diversified issuances in the Company's securities portfolio in an unrealized loss position, with credit ratings ranging from BBB- to AA-. As of June 30, 2024, there are no individual bonds with unrealized losses exceeding $ 25 , and 30 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 current 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 June 30, 2024. 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 | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 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 June 30, December 31, Commodity: Corn Bushels (in thousands) 860 2,351 Soybean Meal Tons 9 25 For the 13-week periods ended June 30, 2024 and June 25, 2023, the pre-tax amount of commodity contract derivative losses recognized in other expense, net was $ 87 and $ 402 , respectively. For the 26-week periods ended June 30, 2024 and June 25, 2023, the pre-tax amount of commodity contract derivative losses recognized in other expense, net in the unaudited condensed consolidated statements of operations was $ 387 and $ 1,817 , 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 | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements 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. 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 June 30, 2024, Using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market $ 101,703 $ — $ — $ 101,703 Investment securities, available-for-sale: U.S. corporate bonds and U.S. dollar — 19,533 — 19,533 Prepaid expenses and other current assets: Derivative financial instruments — 6 — 6 Total assets measured at fair value $ 101,703 $ 19,539 $ — $ 121,242 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 Derivative financial instruments — 394 — 394 Total assets measured at fair value $ 64,498 $ 33,061 $ — $ 97,559 During the 26-week period ended June 30, 2024 , 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 “Investment Securities” in Note 3. 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 receivables and accounts payable, approximate their fair value due to their short-term nature. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 6. Revenue Recognition The following table summarizes the Company’s net revenue by primary product for the periods presented: 13-Weeks Ended 26-Weeks Ended June 30, June 25, June 30, June 25, Net Revenue: Eggs and egg-related products $ 142,941 $ 101,785 $ 286,701 $ 214,575 Butter and butter-related products 4,447 4,660 8,615 11,041 Net Revenue $ 147,388 $ 106,445 $ 295,316 $ 225,616 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 product offerings were discontinued during the fiscal year ended December 31, 2023. The revenues related to the discontinued product lines were immaterial for the 13-week and 26-week periods ended June 30, 2024 and June 25, 2023. During the 13-week periods ended June 30, 2024 and June 25, 2023 and 26-week periods ended June 30, 2024 and June 25, 2023 , the Company had a customer that individually exceeded 10% or more of the Company’s net revenue. The percentage of net revenue from significant customers during the 13-week and 26-week periods ended June 30, 2024 and June 25, 2023 is as follows: Net Revenue Net Revenue Net Revenue Net Revenue Customer A 23 % 25 % 24 % 25 % As of June 30, 2024 and December 31, 2023 , the Company had customers that individually exceeded 10% or more of the Company’s accounts receivable. The percentage of accounts receivable, net due from significant customers as of June 30, 2024 and December 31, 2023 is as follows: Accounts Receivable, Net as of June 30, 2024 Accounts Receivable, Net as of December 31, 2023 Customer A 20 % 18 % Customer B 13 % 12 % Customer C * 11 % Customer D 11 % 11 % * Accounts receivable, net was less than 10% |
Allowance for Credit Losses
Allowance for Credit Losses | 6 Months Ended |
Jun. 30, 2024 | |
Allowance for Credit Loss [Abstract] | |
Allowance for Credit Losses | Note 7. Allowance for Credit Losses As of June 30, 2024 and December 31, 2023, the Company had an allowance for credit losses of $ 631 and $ 777 , respectively. The Company recognizes current estimated credit losses (“CECL”) for accounts receivable and other receivables. 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 26-week period ended June 30, 2024 were as follows: Accounts Receivable Prepaid Expenses and other Current Assets Total As of December 31, 2023 $ ( 550 ) $ ( 227 ) $ ( 777 ) Reductions (provisions) charged to operating results 284 ( 48 ) 236 Account write-offs — 140 140 As of March 31, 2024 $ ( 266 ) $ ( 135 ) $ ( 401 ) (Provisions) reductions charged to operating results ( 248 ) 18 ( 230 ) Account write-offs — — — As of June 30, 2024 $ ( 514 ) $ ( 117 ) $ ( 631 ) |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 8. Inventories Inventory consisted of the following as of the periods presented: June 30, December 31, Eggs and egg-related products $ 19,488 $ 25,521 Butter and butter-related products 6,978 1,697 Packaging 3,858 4,988 Pullets 315 289 Other 999 896 Reserve for inventory obsolescence ( 190 ) ( 496 ) Inventories $ 31,448 $ 32,895 On a periodic basis, the Company compares the amount of inventory on hand with its latest forecasted requirements to determine whether provisions for excess or obsolete inventory reserves are required. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2024 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 9. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of the periods presented: June 30, December 31, Prepaid expenses $ 2,568 $ 2,357 Other receivables, net 1,956 3,363 Derivative financial instruments 6 394 Prepaid expenses and other current assets, net $ 4,530 $ 6,114 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 10. Property, Plant and Equipment Property, plant and equipment consisted of the following as of the periods presented: June 30, December 31, Land $ 4,055 $ 552 Land improvements 818 818 Buildings and improvements 30,580 30,532 Vehicles 1,100 1,055 Machinery and equipment 55,618 50,979 Leasehold improvements 491 492 Furniture and fixtures 508 461 Construction in progress 2,682 3,001 95,852 87,890 Less: Accumulated depreciation and amortization ( 27,525 ) ( 21,051 ) Property, plant and equipment, net $ 68,327 $ 66,839 During the 13-week periods ended June 30, 2024 and June 25, 2023, depreciation of property, plant and equipment was approximately $ 2,350 and $ 1,850 , respectively. During the 26-week periods ended June 30, 2024 and June 25, 2023, depreciation of property, plant and equipment was approximately $ 4,647 and $ 3,543 , respectively. During the 13-week periods ended June 30, 2024 and June 25, 2023, amortization of property, plant and equipment was approximately $ 938 and $ 447 , respectively. During the 26-week periods ended June 30, 2024 and June 25, 2023, amortization of property, plant and equipment was approximately $ 1,852 and $ 894 , respectively. Refer to Note 11 “Leases” below for further information. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Note 11. Leases Operating lease cost is recognized on a straight-line basis over the lease term and finance lease cost is recognized as amortization expense for the right-of-use (“ROU”) assets and interest expense associated with the finance lease liabilities. The components of lease cost, classified within cost of goods sold, selling, general and administrative and interest expense for the 13-week and 26-week periods ended June 30, 2024 and June 25, 2023 are below: 13-Weeks Ended 26-Weeks Ended June 30, June 25, June 30, June 25, Operating lease cost $ 1,062 $ 361 $ 1,984 $ 722 Finance lease cost – amortization of right-of-use assets 938 447 $ 1,852 894 Finance lease cost – interest on lease liabilities 238 125 $ 485 257 Short-term lease cost 37 305 $ 69 422 Variable lease cost 2,595 2,115 $ 5,102 3,678 Variable lease cost – long-term supply contracts 54,429 47,064 $ 110,432 90,150 Total lease cost $ 59,299 $ 50,417 $ 119,924 $ 96,123 Future undiscounted cash flows are as follows: As of June 30, 2024 Operating Leases Finance Leases 2024 $ 2,879 $ 2,203 2025 3,234 4,442 2026 3,018 4,474 2027 — 3,685 Total lease payments 9,131 14,804 Less imputed interest ( 659 ) ( 1,591 ) Total present value of lease liabilities $ 8,472 $ 13,213 During the 26-week periods ended June 30, 2024 and June 25, 2023, ROU assets obtained in exchange for new finance lease obligations were $ 1,173 and $ 4 , respectively. During the 26-week periods ended June 30, 2024 and June 25, 2023, ROU assets obtained in exchange for new operating lease obligations were $ 5,228 and $ 0 , respectively. |
Goodwill and Other Assets
Goodwill and Other Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Assets | Note 12. Goodwill and Other Assets Goodwill and other assets consisted of the following as of the periods presented: June 30, December 31, Goodwill $ 3,858 $ 3,858 Software development costs 1,544 — Other non-current assets 72 46 Goodwill and other assets $ 5,474 $ 3,904 As of June 30, 2024 , the Company has capitalized costs of $ 1,544 relating to development of internal-use software. This software has been developed by third-party and internal labor and has passed the preliminary project stage prior to capitalization. Amortization of the internal-use software development costs will begin once the software is placed in service. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 13. Accrued Liabilities Accrued liabilities consisted of the following as of the periods presented: June 30, December 31, Employee-related costs $ 8,725 $ 9,131 Promotions and customer deductions 6,896 6,982 Distribution fees and freight 2,187 2,876 Marketing and broker commissions 2,613 3,627 Purchases of inventory 1,654 525 Professional fees 1,650 1,066 Other 2,203 11 Accrued liabilities $ 25,928 $ 24,218 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 14. Long-Term Debt PNC Credit Facility In October 2017, the Company entered into a credit facility agreement with PNC Bank, National Association (the “PNC Credit Facility”), which was modified at various times between fiscal 2018 and fiscal 2023. Such amendments included (i) amendments to various definitions and covenants, (ii) waiver of a technical default in May 2020, (iii) increased borrowing capacity, (iv) elimination of a term loan and equipment loan, and (v) extension of the maturity date. The maximum borrowing capacity under the revolving line of credit was $ 20.0 million, prior to its termination in April 2024 when the Company entered into a syndicated credit agreement with JPMorgan Chase Bank, N.A. and the other lenders party thereto (the “JPMorgan Credit Facility” ). Interest on borrowings under the PNC Credit Facility's revolving line of credit, as well as loan advances thereunder, accrued 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 PNC Credit Facility. The PNC Credit Facility was secured by all of the Company’s assets (other than real property and certain other property excluded pursuant to the terms of the PNC Credit Facility) and required the Company to maintain three financial covenants: a fixed charge coverage ratio, a leverage ratio and a minimum tangible net worth requirement. The PNC Credit Facility also contained various covenants relating to limitations on indebtedness, acquisitions, mergers, consolidations and the sale of properties and liens. The PNC Credit Facility also contained other customary covenants, representations and events of default. JPMorgan Credit Facility On April 9, 2024, the Company entered into the JPMorgan Credit Facility , which provides for a five-year, $ 60.0 million revolving credit facility. The JPMorgan Credit Facility includes a $ 5.0 million letter of credit sub-limit and an accordion option that would allow the Company to increase the aggregate revolving commitments or add incremental term loans in an aggregate amount not to exceed the greater of (i) $ 35.0 million and (ii) an amount equal to 100 % of consolidated adjusted EBITDA. Any borrowings under the JPMorgan Credit Facility bear interest, at the Company ’ s election, at either (i) an adjusted term Secured Overnight Financing Rate or adjusted daily Secured Overnight Financing Rate plus 0.10 % plus a margin of either 0.75%, 1.00% or 1.25% depending on the Company ’s net leverage ratio or (ii) an alternative base rate plus a margin or either 1.75%, 2.00% or 2.25%, depending on the Company’s net leverage ratio. The Company is required to pay a commitment fee on the undrawn portion of the aggregate commitments that accrues at either 0.20% or 0.375% per annum depending on the Company’ s revolving exposure. Additionally, the Company is required to pay a participation fee on the account of each lender for each outstanding letter of credit at a rate equal to the applicable rate used to determine the interest rate applicable to term benchmark revolving loans. The JPMorgan Credit Facility is secured by liens on substantially all of the Company’ s assets, including certain intellectual property assets and investment securities. It requires the Company to maintain (i) a net leverage ratio of no greater than 3.25 to 1.00, subject to two increases up to 4.00 to 1.00 for a certain period following material acquisitions, and (ii) a fixed charge coverage ratio of no less than 1.35 to 1.00. As a result of the limitations contained in the JPMorgan Credit Facility, certain of the net assets on the Company’s consolidated balance sheet as of June 30, 2024 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. As of June 30, 2024, the Company was in compliance with all covenants under the JPMorgan Credit Facility. As of June 30, 2024 , there were no outstanding amounts under the JPMorgan Credit Facility. During the 13-week periods ended June 30, 2024 and June 25, 2023 , the Company recognized no interest expense related to draws on our revolving lines of credit . During the 26-week periods ended June 30, 2024 and June 25, 2023, the Company recognized interest expense related to draws on our revolving lines of credit of $ 0 and $ 7 , respectively. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Common Stock | Note 15. Common Stock As of June 30, 2024 , 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 42,971,988 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 Company’s 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: June 30, December 31, Options to purchase common stock 2,773,253 5,123,860 Restricted stock units (“RSUs”) 695,152 675,029 Performance stock units (“PSUs”) 244,522 — Shares available for grant under the 2020 Equity Incentive 14,913,861 12,796,409 Total 18,626,788 18,595,298 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 16. Stock-Based Compensation The Company measures compensation expense for all stock-based awards based on the estimated fair values on the date of the grant. Stock options generally vest ratably over three years from the date of grant, subject to the recipient’s continued service over such period, and expire 10 years from the date of grant. RSUs generally vest ratably over three years from the date of grant, subject to the recipient’s continued service over such period, and contain no other service or performance conditions. PSUs vest at the end of a three-year period based on the achievement of certain Company performance metrics and the recipient’s continued service over such period. The Company’s policy is to recognize stock-based compensation expense on a straight-line basis over the requisite service or vesting period. For awards that are contingent upon performance metrics, the probability of achievement is taken into account in the calculation of the expense to be recognized and modified as needed. Forfeitures for stock options and restricted stock awards, including RSUs and PSUs, are recognized as they occur. The Company recognized stock-based compensation expense in the condensed consolidated statements of operations for the periods presented: 13-Weeks Ended 26-Weeks Ended June 30, June 25, June 30, June 25, Cost of goods sold $ 107 $ 80 $ 154 $ 133 Selling, general and administrative expense 2,809 1,366 4,744 3,554 Total $ 2,916 $ 1,446 $ 4,898 $ 3,687 Stock Option Activity The following table summarizes the Company’s stock option activity since December 31, 2023: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2023 3,920,485 $ 10.07 $ 28,749 Granted — $ — Exercised ( 1,091,691 ) $ 5.91 $ 28,952 Cancelled/Forfeited ( 55,541 ) $ 22.94 $ 154 Outstanding as of June 30, 2024 2,773,253 $ 11.45 5.8 $ 97,955 Options exercisable as of June 30, 2024 2,008,751 $ 11.04 5.4 $ 71,781 Options vested and expected to vest as of June 30, 2024 2,773,034 $ 11.45 5.8 $ 97,955 The fair value of stock options vested during the 13-week periods ended June 30, 2024 and June 25, 2023 was $ 240 and $ 257 , respectively. The fair value of stock options vested during the 26-week periods ended June 30, 2024 and June 25, 2023 was $ 1,900 and $ 1,272 , respectively. As of June 30, 2024, total unrecognized stock-based compensation expense related to unvested stock options was $ 1,796 , which is expected to be recognized over a weighted-average period of 1.46 years. Restricted Stock Unit Activity The following table summarizes the Company’s RSU activity since December 31, 2023: Number of Weighted- Unvested as of December 31, 2023 565,376 $ 14.24 Granted 407,494 $ 20.99 Vested 1 ( 243,018 ) $ 14.39 Forfeited ( 34,700 ) $ 16.61 Unvested as of June 30, 2024 695,152 $ 17.92 Includes 64,213 shares of common stock withheld to cover taxes on the release of vested RSUs, which became available for future grants pursuant The fair value of RSU shares vested during the 13-week periods ended June 30, 2024 and June 25, 2023 was $ 677 and $ 1,258 , respectively. The fair value of RSU shares vested during the 26-week periods ended June 30, 2024 and June 25, 2023 was $ 3,580 and $ 2,913 , respectively. As of June 30, 2024, total unrecognized stock-based compensation expense related to the RSUs was $ 10,156 , which is expected to be recognized over a weighted-average period of 2.28 years. Performance Stock Unit Activity In fiscal year 2024, the Company granted PSUs to certain of its officers and other employees. These PSUs vest at the end of a three-year period dependent upon the level of achievement of certain Company performance metrics and the recipient’s continued service over such period. The number of shares that can be earned will range from 0 % to 200 % of the granted PSUs, based upon the Company’s level of achievement of the stated performance metrics. The number of PSUs expected to vest and for which compensation cost has been recognized is based on the number of awards that the Company believes are probable to vest as of June 30, 2024. The following table summarizes the Company’s PSU activity since December 31, 2023: Number of Weighted- Unvested as of December 31, 2023 — Granted 247,499 $ 20.99 Forfeited ( 2,977 ) $ 20.99 Unvested as of June 30, 2024 244,522 $ 20.99 The fair value of PSU shares vested during the 13-week and 26-week periods ended June 30, 2024 and June 25, 2023 was $ - as no shares have vested as of such periods. As of June 30, 2024, total unrecognized stock-based compensation expense related to the PSUs was $ 8,861 , which is expected to be recognized over a weighted-average period of 2.49 years. 2020 Equity Incentive Plan: In July 2020, the Company’s Board of Directors adopted the 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 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 Company’s Board of Directors. As of June 30, 2024, 12,367,778 shares were available for future grants of the Company’s common stock, which includes 1,667,385 shares of stock that were automatically added to the available reserve on January 1, 2024. Awards issued under the 2020 Incentive Plan generally have a three-year ratable vesting period beginning on the date of grant. Employee Stock Purchase Plan: In July 2020, the Company’s Board of Directors adopted the 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 eligible employees of the Company or, as designated by the Company’s 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 Company’s Board of Directors. As of June 30, 2024, 2,546,083 shares of the Company’s common stock were available for future issuance under the 2020 ESPP, which includes 416,846 shares of common stock that were automatically added to the available reserve on January 1, 2024. The Company’s Board of Directors authorizes six-month offering periods, with the most recent beginning on November 16, 2023. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17. Income Taxes The Company’s effective tax rate for the 13-week periods ended June 30, 2024 and June 25, 2023 was approximately 10 % and 16 % , respectively. The Company's effective tax rate for the 26-week periods ended June 30, 2024 and June 25, 2023 was approximately 17 % and 21 % , respectively. The Company’s effective tax rate for the 13-week and 26-week periods ended June 30, 2024 differs from the statutory rate due primarily to discrete tax benefits related to the exercise of non-qualified stock options and the vesting of restricted stock units. For interim periods, the Company's income tax expense and resulting effective tax rate are based upon an estimated annual effective tax rate adjusted for the effects of items required to be treated as discrete to the period, including changes in tax laws, changes in estimated exposures for uncertain tax positions, and other items. The Company’s estimated annual effective tax rate differs from the federal statutory rate of 21% due to state taxes, permanent differences related to incentive stock options and the impact of compensation deduction limitations under Internal Revenue Code Section 162(m). |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Note 18. Net Income Per Share Basic and diluted net income per share attributable to Vital Farms, Inc. common stockholders were calculated as follows: 13-Weeks Ended 26-Weeks Ended June 30, June 25, June 30, June 25, Numerator: Net income $ 16,339 $ 6,683 $ 35,362 $ 13,833 Denominator: Weighted average common shares outstanding — basic 42,500,355 40,948,365 42,148,992 40,861,218 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive stock options 2,139,855 2,227,020 2,044,539 2,324,262 Effect of potentially dilutive RSUs 389,866 106,478 317,531 160,193 Effect of potentially dilutive PSUs 207,040 — 71,398 — Effect of potentially dilutive common stock issuable pursuant to the ESPP 11,676 10,398 17,941 14,320 Weighted average common shares outstanding — diluted 45,248,792 43,292,261 44,600,401 43,359,993 Net income per share attributable to Vital Farms, Inc. stockholders Basic $ 0.38 $ 0.16 $ 0.84 $ 0.34 Diluted $ 0.36 $ 0.15 $ 0.79 $ 0.32 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: 13-Weeks Ended 26-Weeks Ended June 30, June 25, June 30, June 25, Options to purchase common stock 1,933 36,865 1,401 21,629 Unvested RSUs 602 12,286 1,411 40,078 Unvested PSUs 525 - 174 - 3,060 49,151 2,986 61,707 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Note 19. Accumulated Other Comprehensive Income The amounts reclassified from accumulated other comprehensive income (“AOCI”) to the unaudited consolidated statements of operations were as follows (in thousands): Amounts Reclassified from AOCI 13-Week Period Ended AOCI Component Statement of Income Classification June 30, June 25, Losses on available-for-sale securities Other expense, net $ — $ 95 Total before tax $ — 95 Tax benefit $ — ( 26 ) Net of tax $ — $ 69 Amounts Reclassified from AOCI 26-Week Period Ended AOCI Component Statement of Income Classification June 30, June 25, Losses on available-for-sale securities Other expense, net $ ( 1 ) $ 129 Total before tax ( 1 ) 129 Tax benefit — ( 32 ) Net of tax $ ( 1 ) $ 97 The gross amount and related tax (expense) benefit recorded in, and associated with, each component of other comprehensive income were as follows (in thousands): 13-Weeks Ended June 30, 2024 June 25, 2023 Before Tax Tax After Tax Before Tax Tax After Tax Available-for-sale debt securities: Unrealized net holding gain 134 $ ( 33 ) $ 101 $ 128 $ ( 35 ) $ 93 Amounts reclassified for realized losses to earnings — — — 95 ( 26 ) 69 Total other comprehensive income $ 134 $ ( 33 ) $ 101 $ 223 $ ( 61 ) $ 162 26-Weeks Ended June 30, 2024 June 25, 2023 Before Tax Tax After Tax Before Tax Tax After Tax Available-for-sale debt securities: Unrealized net holding gain $ 278 $ ( 68 ) $ 210 $ 645 $ ( 159 ) $ 486 Amounts reclassified for realized losses to earnings ( 1 ) - ( 1 ) 129 ( 32 ) 97 Total other comprehensive income $ 277 $ ( 68 ) $ 209 $ 774 $ ( 191 ) $ 583 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 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 and dependent on 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. The Company has entered into agreements with certain qualifying suppliers to provide a one-time payment of up to $ 200,000 , for the purpose of funding costs associated with farm start up. As of June 30, 2024, the Company has executed 31 such agreements, 2 of which were in fiscal year 2023. The payment of these incremental costs is contingent upon the achievement of certain milestones and is to be made no later than 90 days prior to the pullet placement date specified in each supplier agreement. Upon the achievement of such milestones, the Company recognizes an operating ROU asset and lease liability as a cost of obtaining the embedded lease within the supplier contract, which is included in “Leases” in Note 11. As of June 30, 2024, $ 4.3 million has been paid out and $ 1.3 million remains to be paid. 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 June 30, 2024, 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, the Company 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 the Company’s 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 “District Court”). 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. On July 9, 2024, a U.S. Magistrate Judge issued both an order and report and recommendation, for review and adoption by the District Court. Collectively, the order and the report and recommendation (i) denied the plaintiffs’ motion for class certification, (ii) excluded the testimony and report of the plaintiffs’ damages expert and (iii) granted summary judgment for the Company with respect to two plaintiffs and three of the plaintiffs’ state claims. The plaintiffs have filed objections to the order and report and recommendation, and the matter 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 the Company's 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 | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 21. Related Party Transactions 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 the Company’s egg processing facilities, including site selection, project management and related services for the Company’s planned egg packing facility in Seymour, Indiana. The Company’s contract with Sandpebble for services related to the Company’s planned egg packing facility in Seymour, Indiana 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 Company’s Board of Directors. In connection with the services described above, the Company paid Sandpebble $ 292 and $ 139 during the 13-week periods ended June 30, 2024 and June 25, 2023, respectively, and $ 540 and $ 255 during the 26-week periods ended June 30, 2024 and June 25, 2023, respectively. Amounts paid to Sandpebble are included in property, plant and equipment, net and selling, general and administrative costs. As of June 30, 2024 and June 25, 2023, amounts owed to Sandpebble were $ 168 and $ 1,126 , respectively, and are included in accrued liabilities. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The new accounting pronouncements recently adopted by the Company are described in the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2023, and the notes thereto, which are included in the Annual Report. There have been no new accounting pronouncements adopted by the Company during the 26-week period ended June 30, 2024. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (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 plans to adopt the standard for the year ended December 29, 2024 and will thus include any additional disclosures, if necessary, in its Annual Report on Form 10-K for the current fiscal year. 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 (Tables)
Investment Securities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value U.S. corporate bonds and U.S. dollar $ 19,722 $ 9 $ ( 198 ) $ — $ 19,533 Total $ 19,722 $ 9 $ ( 198 ) $ — $ 19,533 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 |
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 June 30, 2024 by contractual maturity are as follows: Amortized Cost Fair Value Due within one year $ 17,361 $ 17,171 Due after one year through five years 2,361 2,362 Total available-for-sale $ 19,722 $ 19,533 |
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: June 30, 2024 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 $ 654 $ ( 2 ) $ 17,870 $ ( 196 ) $ 18,524 $ ( 198 ) Total $ 654 $ ( 2 ) $ 17,870 $ ( 196 ) $ 18,524 $ ( 198 ) 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 ) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, December 31, Commodity: Corn Bushels (in thousands) 860 2,351 Soybean Meal Tons 9 25 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, Using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market $ 101,703 $ — $ — $ 101,703 Investment securities, available-for-sale: U.S. corporate bonds and U.S. dollar — 19,533 — 19,533 Prepaid expenses and other current assets: Derivative financial instruments — 6 — 6 Total assets measured at fair value $ 101,703 $ 19,539 $ — $ 121,242 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 Derivative financial instruments — 394 — 394 Total assets measured at fair value $ 64,498 $ 33,061 $ — $ 97,559 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: 13-Weeks Ended 26-Weeks Ended June 30, June 25, June 30, June 25, Net Revenue: Eggs and egg-related products $ 142,941 $ 101,785 $ 286,701 $ 214,575 Butter and butter-related products 4,447 4,660 8,615 11,041 Net Revenue $ 147,388 $ 106,445 $ 295,316 $ 225,616 |
Summary of Percentage of Net Revenue and Accounts Receivable, Net Due from Significant Customers | The percentage of net revenue from significant customers during the 13-week and 26-week periods ended June 30, 2024 and June 25, 2023 is as follows: Net Revenue Net Revenue Net Revenue Net Revenue Customer A 23 % 25 % 24 % 25 % As of June 30, 2024 and December 31, 2023 , the Company had customers that individually exceeded 10% or more of the Company’s accounts receivable. The percentage of accounts receivable, net due from significant customers as of June 30, 2024 and December 31, 2023 is as follows: Accounts Receivable, Net as of June 30, 2024 Accounts Receivable, Net as of December 31, 2023 Customer A 20 % 18 % Customer B 13 % 12 % Customer C * 11 % Customer D 11 % 11 % * Accounts receivable, net was less than 10% |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Allowance for Credit Loss [Abstract] | |
Schedule of Changes in Allowance for Credit Losses | Changes in the allowance for credit losses for the 26-week period ended June 30, 2024 were as follows: Accounts Receivable Prepaid Expenses and other Current Assets Total As of December 31, 2023 $ ( 550 ) $ ( 227 ) $ ( 777 ) Reductions (provisions) charged to operating results 284 ( 48 ) 236 Account write-offs — 140 140 As of March 31, 2024 $ ( 266 ) $ ( 135 ) $ ( 401 ) (Provisions) reductions charged to operating results ( 248 ) 18 ( 230 ) Account write-offs — — — As of June 30, 2024 $ ( 514 ) $ ( 117 ) $ ( 631 ) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of the periods presented: June 30, December 31, Eggs and egg-related products $ 19,488 $ 25,521 Butter and butter-related products 6,978 1,697 Packaging 3,858 4,988 Pullets 315 289 Other 999 896 Reserve for inventory obsolescence ( 190 ) ( 496 ) Inventories $ 31,448 $ 32,895 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following as of the periods presented: June 30, December 31, Prepaid expenses $ 2,568 $ 2,357 Other receivables, net 1,956 3,363 Derivative financial instruments 6 394 Prepaid expenses and other current assets, net $ 4,530 $ 6,114 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consisted of the following as of the periods presented: June 30, December 31, Land $ 4,055 $ 552 Land improvements 818 818 Buildings and improvements 30,580 30,532 Vehicles 1,100 1,055 Machinery and equipment 55,618 50,979 Leasehold improvements 491 492 Furniture and fixtures 508 461 Construction in progress 2,682 3,001 95,852 87,890 Less: Accumulated depreciation and amortization ( 27,525 ) ( 21,051 ) Property, plant and equipment, net $ 68,327 $ 66,839 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Components of Lease Cost | The components of lease cost, classified within cost of goods sold, selling, general and administrative and interest expense for the 13-week and 26-week periods ended June 30, 2024 and June 25, 2023 are below: 13-Weeks Ended 26-Weeks Ended June 30, June 25, June 30, June 25, Operating lease cost $ 1,062 $ 361 $ 1,984 $ 722 Finance lease cost – amortization of right-of-use assets 938 447 $ 1,852 894 Finance lease cost – interest on lease liabilities 238 125 $ 485 257 Short-term lease cost 37 305 $ 69 422 Variable lease cost 2,595 2,115 $ 5,102 3,678 Variable lease cost – long-term supply contracts 54,429 47,064 $ 110,432 90,150 Total lease cost $ 59,299 $ 50,417 $ 119,924 $ 96,123 |
Summary of Operating and Finance Leases Future Undiscounted Cash Flows | Future undiscounted cash flows are as follows: As of June 30, 2024 Operating Leases Finance Leases 2024 $ 2,879 $ 2,203 2025 3,234 4,442 2026 3,018 4,474 2027 — 3,685 Total lease payments 9,131 14,804 Less imputed interest ( 659 ) ( 1,591 ) Total present value of lease liabilities $ 8,472 $ 13,213 |
Goodwill and Other Assets (Tabl
Goodwill and Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Other Assets | Goodwill and other assets consisted of the following as of the periods presented: June 30, December 31, Goodwill $ 3,858 $ 3,858 Software development costs 1,544 — Other non-current assets 72 46 Goodwill and other assets $ 5,474 $ 3,904 As of June 30, 2024 , the Company has capitalized costs of $ 1,544 relating to development of internal-use software. This software has been developed by third-party and internal labor and has passed the preliminary project stage prior to capitalization. Amortization of the internal-use software development costs will begin once the software is placed in service. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of the periods presented: June 30, December 31, Employee-related costs $ 8,725 $ 9,131 Promotions and customer deductions 6,896 6,982 Distribution fees and freight 2,187 2,876 Marketing and broker commissions 2,613 3,627 Purchases of inventory 1,654 525 Professional fees 1,650 1,066 Other 2,203 11 Accrued liabilities $ 25,928 $ 24,218 |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, December 31, Options to purchase common stock 2,773,253 5,123,860 Restricted stock units (“RSUs”) 695,152 675,029 Performance stock units (“PSUs”) 244,522 — Shares available for grant under the 2020 Equity Incentive 14,913,861 12,796,409 Total 18,626,788 18,595,298 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Recognized Stock - Based Compensation Expense | The Company recognized stock-based compensation expense in the condensed consolidated statements of operations for the periods presented: 13-Weeks Ended 26-Weeks Ended June 30, June 25, June 30, June 25, Cost of goods sold $ 107 $ 80 $ 154 $ 133 Selling, general and administrative expense 2,809 1,366 4,744 3,554 Total $ 2,916 $ 1,446 $ 4,898 $ 3,687 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2023: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2023 3,920,485 $ 10.07 $ 28,749 Granted — $ — Exercised ( 1,091,691 ) $ 5.91 $ 28,952 Cancelled/Forfeited ( 55,541 ) $ 22.94 $ 154 Outstanding as of June 30, 2024 2,773,253 $ 11.45 5.8 $ 97,955 Options exercisable as of June 30, 2024 2,008,751 $ 11.04 5.4 $ 71,781 Options vested and expected to vest as of June 30, 2024 2,773,034 $ 11.45 5.8 $ 97,955 |
Summary of RSU Activity | The following table summarizes the Company’s RSU activity since December 31, 2023: Number of Weighted- Unvested as of December 31, 2023 565,376 $ 14.24 Granted 407,494 $ 20.99 Vested 1 ( 243,018 ) $ 14.39 Forfeited ( 34,700 ) $ 16.61 Unvested as of June 30, 2024 695,152 $ 17.92 Includes 64,213 shares of common stock withheld to cover taxes on the release of vested RSUs, which became available for future grants pursuant |
Summary of PSU activity | The following table summarizes the Company’s PSU activity since December 31, 2023: Number of Weighted- Unvested as of December 31, 2023 — Granted 247,499 $ 20.99 Forfeited ( 2,977 ) $ 20.99 Unvested as of June 30, 2024 244,522 $ 20.99 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share | Basic and diluted net income per share attributable to Vital Farms, Inc. common stockholders were calculated as follows: 13-Weeks Ended 26-Weeks Ended June 30, June 25, June 30, June 25, Numerator: Net income $ 16,339 $ 6,683 $ 35,362 $ 13,833 Denominator: Weighted average common shares outstanding — basic 42,500,355 40,948,365 42,148,992 40,861,218 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive stock options 2,139,855 2,227,020 2,044,539 2,324,262 Effect of potentially dilutive RSUs 389,866 106,478 317,531 160,193 Effect of potentially dilutive PSUs 207,040 — 71,398 — Effect of potentially dilutive common stock issuable pursuant to the ESPP 11,676 10,398 17,941 14,320 Weighted average common shares outstanding — diluted 45,248,792 43,292,261 44,600,401 43,359,993 Net income per share attributable to Vital Farms, Inc. stockholders Basic $ 0.38 $ 0.16 $ 0.84 $ 0.34 Diluted $ 0.36 $ 0.15 $ 0.79 $ 0.32 |
Schedule of Common 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: 13-Weeks Ended 26-Weeks Ended June 30, June 25, June 30, June 25, Options to purchase common stock 1,933 36,865 1,401 21,629 Unvested RSUs 602 12,286 1,411 40,078 Unvested PSUs 525 - 174 - 3,060 49,151 2,986 61,707 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The amounts reclassified from accumulated other comprehensive income (“AOCI”) to the unaudited consolidated statements of operations were as follows (in thousands): Amounts Reclassified from AOCI 13-Week Period Ended AOCI Component Statement of Income Classification June 30, June 25, Losses on available-for-sale securities Other expense, net $ — $ 95 Total before tax $ — 95 Tax benefit $ — ( 26 ) Net of tax $ — $ 69 Amounts Reclassified from AOCI 26-Week Period Ended AOCI Component Statement of Income Classification June 30, June 25, Losses on available-for-sale securities Other expense, net $ ( 1 ) $ 129 Total before tax ( 1 ) 129 Tax benefit — ( 32 ) Net of tax $ ( 1 ) $ 97 |
Schedule of Component of Other Comprehensive Income | The gross amount and related tax (expense) benefit recorded in, and associated with, each component of other comprehensive income were as follows (in thousands): 13-Weeks Ended June 30, 2024 June 25, 2023 Before Tax Tax After Tax Before Tax Tax After Tax Available-for-sale debt securities: Unrealized net holding gain 134 $ ( 33 ) $ 101 $ 128 $ ( 35 ) $ 93 Amounts reclassified for realized losses to earnings — — — 95 ( 26 ) 69 Total other comprehensive income $ 134 $ ( 33 ) $ 101 $ 223 $ ( 61 ) $ 162 26-Weeks Ended June 30, 2024 June 25, 2023 Before Tax Tax After Tax Before Tax Tax After Tax Available-for-sale debt securities: Unrealized net holding gain $ 278 $ ( 68 ) $ 210 $ 645 $ ( 159 ) $ 486 Amounts reclassified for realized losses to earnings ( 1 ) - ( 1 ) 129 ( 32 ) 97 Total other comprehensive income $ 277 $ ( 68 ) $ 209 $ 774 $ ( 191 ) $ 583 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Date of incorporation | Jun. 06, 2013 |
Investment Securities - Summary
Investment Securities - Summary of Available-for-sale Investment Securities (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule Of Available For Sale Securities [Line Items] | ||
Total available-for-sale Amortized Cost | $ 19,722,000 | $ 33,134,000 |
Unrealized Gains | 9,000 | 10,000 |
Unrealized Losses | (198,000) | (477,000) |
Allowance for Credit Losses | 0 | 0 |
Fair Value | 19,533,000 | 32,667,000 |
U.S. corporate bonds and U.S. dollar denominated foreign bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total available-for-sale Amortized Cost | 19,722,000 | 33,134,000 |
Unrealized Gains | 9,000 | 10,000 |
Unrealized Losses | (198,000) | (477,000) |
Allowance for Credit Losses | 0 | 0 |
Fair Value | $ 19,533,000 | $ 32,667,000 |
Investment Securities - Additio
Investment Securities - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) Security Position | Jun. 25, 2023 USD ($) | Jun. 30, 2024 USD ($) Security Position | Jun. 25, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | |||||
Proceeds from the sale of available-for-sale securities | $ 0 | $ 1,907,000 | $ 0 | $ 1,907,000 | |
Unrealized Losses | $ 198,000 | $ 198,000 | $ 477,000 | ||
Unrealized Loss Position greater than 12 months | Position | 30 | 30 | |||
Allowance for Credit Losses | $ 0 | $ 0 | $ 0 | ||
Maximum | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Unrealized Losses | $ 25,000 | $ 25,000 | |||
AFS Securities | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Number of Securities Issuances for unrealized losses | Security | 31 | 31 |
Investment Securities - Summa_2
Investment Securities - Summary of Contractual Maturities of Investment Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Investments, Debt and Equity Securities [Abstract] | ||
Due within one year Amortized Cost | $ 17,361 | |
Due after one year through five years Amortized Cost | 2,361 | |
Total available-for-sale Amortized Cost | 19,722 | $ 33,134 |
Due within one year Fair Value | 17,171 | |
Due after one year through five years Fair Value | 2,362 | |
Total available-for-sale Fair Value | $ 19,533 | $ 32,667 |
Investment Securities - Schedul
Investment Securities - Schedule of Unrealized Loss Aging for Available-for-sale Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule Of Available For Sale Securities [Line Items] | ||
Fair value, less than 12 months | $ 654 | $ 699 |
Unrealized losses, less than 12 months | (2) | (3) |
Fair value, 12 months or longer | 17,870 | 29,247 |
Unrealized losses, 12 months or longer | (196) | (474) |
Fair value, Total | 18,524 | 29,946 |
Unrealized losses, Total | (198) | (477) |
U.S. corporate bonds and U.S. dollar denominated foreign bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Fair value, less than 12 months | 654 | 699 |
Unrealized losses, less than 12 months | (2) | (3) |
Fair value, 12 months or longer | 17,870 | 29,247 |
Unrealized losses, 12 months or longer | (196) | (474) |
Fair value, Total | 18,524 | 29,946 |
Unrealized losses, Total | $ (198) | $ (477) |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule Of Notional Amounts of Outstanding Derivative Instruments (Details) bu in Thousands | Jun. 30, 2024 bu T | Dec. 31, 2023 T bu |
Corn | ||
Derivative [Line Items] | ||
Notional amounts of derivative financial instruments | bu | 860 | 2,351 |
Soybean Meal | ||
Derivative [Line Items] | ||
Notional amounts of derivative financial instruments | T | 9 | 25 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Commodity Contract [Member] | Non designated [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Pre-tax amount of derivative losses | $ 87 | $ 402 | $ 387 | $ 1,817 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | $ 121,242 | $ 97,559 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 101,703 | 64,498 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 19,539 | 33,061 |
Money market | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 101,703 | 64,498 |
Money market | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 101,703 | 64,498 |
U.S. corporate bonds and U.S. dollar denominated foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 19,533 | 32,667 |
U.S. corporate bonds and U.S. dollar 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 | 19,533 | 32,667 |
Derivative financial instruments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 6 | 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 | $ 6 | $ 394 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Jun. 30, 2024 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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 147,388 | $ 106,445 | $ 295,316 | $ 225,616 |
Eggs and Egg Related Products | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 142,941 | 101,785 | 286,701 | 214,575 |
Butter and Butter Related Products | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 4,447 | $ 4,660 | $ 8,615 | $ 11,041 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Percentage of Net Revenue from Significant Customers (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Customer Concentration Risk | Net Revenue | Customer A | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk percentage | 23% | 25% | 24% | 25% |
Revenue Recognition - Summary_3
Revenue Recognition - Summary of Percentage of Accounts Receivable, Net Due from Significant Customers (Details) - Customer Concentration Risk - Accounts Receivable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Customer A | ||
Disaggregation Of Revenue [Line Items] | ||
Concentration risk percentage | 20% | 18% |
Customer B | ||
Disaggregation Of Revenue [Line Items] | ||
Concentration risk percentage | 13% | 12% |
Customer C | ||
Disaggregation Of Revenue [Line Items] | ||
Concentration risk percentage | 11% | |
Customer D | ||
Disaggregation Of Revenue [Line Items] | ||
Concentration risk percentage | 11% | 11% |
Allowance for Credit Losses - A
Allowance for Credit Losses - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Allowance for Credit Loss [Abstract] | |||
Allowance for credit losses | $ 631 | $ 401 | $ 777 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Schedule of Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Allowance for credit losses, Beginning balance | $ (401) | $ (777) |
Reductions (provisions) charged to operating results | (230) | 236 |
Account write-off | 0 | 140 |
Allowance for credit losses,Ending balance | (631) | (401) |
Trade Receivable [Member] | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Allowance for credit losses, Beginning balance | (266) | (550) |
Reductions (provisions) charged to operating results | (248) | 284 |
Account write-off | 0 | 0 |
Allowance for credit losses,Ending balance | (514) | (266) |
Prepaid Expenses and other Current Assets [Member] | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Allowance for credit losses, Beginning balance | (135) | (227) |
Reductions (provisions) charged to operating results | 18 | (48) |
Account write-off | 140 | |
Allowance for credit losses,Ending balance | $ (117) | $ (135) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory [Line Items] | ||
Reserve for inventory obsolescence | $ (190) | $ (496) |
Inventories | 31,448 | 32,895 |
Eggs and Egg Related Products | ||
Inventory [Line Items] | ||
Inventory gross | 19,488 | 25,521 |
Butter and Butter Related Products | ||
Inventory [Line Items] | ||
Inventory gross | 6,978 | 1,697 |
Packaging | ||
Inventory [Line Items] | ||
Inventory gross | 3,858 | 4,988 |
Pullets | ||
Inventory [Line Items] | ||
Inventory gross | 315 | 289 |
Other | ||
Inventory [Line Items] | ||
Inventory gross | $ 999 | $ 896 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 2,568 | $ 2,357 |
Other receivables, net | 1,956 | 3,363 |
Derivative financial instruments | 6 | 394 |
Prepaid expenses and other current assets, net | $ 4,530 | $ 6,114 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 95,852 | $ 87,890 |
Less: Accumulated depreciation and amortization | (27,525) | (21,051) |
Property, plant and equipment, net | 68,327 | 66,839 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,055 | 552 |
Land improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 818 | 818 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 30,580 | 30,532 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,100 | 1,055 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 55,618 | 50,979 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 491 | 492 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 508 | 461 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,682 | $ 3,001 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization of property, plant and equipment | $ 2,350 | $ 1,850 | $ 4,647 | $ 3,543 |
Amortization of property, plant and equipment | $ 938 | $ 447 | $ 1,852 | $ 894 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Leases [Abstract] | ||||
Operating lease cost | $ 1,062 | $ 361 | $ 1,984 | $ 722 |
Finance lease cost - amortization of right-of-use assets | 938 | 447 | 1,852 | 894 |
Finance lease cost - interest on lease liabilities | 238 | 125 | 485 | 257 |
Short-term lease cost | 37 | 305 | 69 | 422 |
Variable lease cost | 2,595 | 2,115 | 5,102 | 3,678 |
Variable lease cost - long-term supply contracts | 54,429 | 47,064 | 110,432 | 90,150 |
Total lease cost | $ 59,299 | $ 50,417 | $ 119,924 | $ 96,123 |
Leases - Summary of Operating a
Leases - Summary of Operating and Finance Leases Future Undiscounted Cash Flows (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases [Abstract] | |
Operating leases 2024 | $ 2,879 |
Operating leases 2025 | 3,234 |
Operating leases 2026 | 3,018 |
Operating leases 2027 | 0 |
Total lease payments | 9,131 |
Less imputed interest | (659) |
Total present value of lease liabilities | 8,472 |
Finance leases 2024 | 2,203 |
Finance leases 2025 | 4,442 |
Finance leases 2026 | 4,474 |
Finance leases 2027 | 3,685 |
Total lease payments | 14,804 |
Less imputed interest | (1,591) |
Total present value of lease liabilities | $ 13,213 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 25, 2023 | |
Leases [Abstract] | ||
ROU assets obtained in exchange for new finance lease obligations | $ 1,173 | $ 4 |
ROU assets obtained in exchange for new operating lease obligations | $ 5,228 | $ 0 |
Goodwill and Other Assets - Sch
Goodwill and Other Assets - Schedule of Goodwill and Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 3,858 | $ 3,858 |
Software development costs | 1,544 | 0 |
Other non-current assets | 72 | 46 |
Goodwill and other assets | $ 5,474 | $ 3,904 |
Goodwill and Other Assets - Add
Goodwill and Other Assets - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Software development costs | $ 1,544 | $ 0 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Employee-related costs | $ 8,725 | $ 9,131 |
Promotions and customer deductions | 6,896 | 6,982 |
Distribution fees and freight | 2,187 | 2,876 |
Marketing and broker commissions | 2,613 | 3,627 |
Purchases of inventory | 1,654 | 525 |
Professional fees | 1,650 | 1,066 |
Other | 2,203 | 11 |
Accrued liabilities | $ 25,928 | $ 24,218 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Apr. 09, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Revolving Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from borrowing under revolving line of credit | $ 0 | $ 7,500 | ||||
Repayment of revolving line of credit | 0 | 7,500 | ||||
Interest expense | $ 0 | $ 0 | $ 0 | $ 7 | ||
PNC Bank, National Association | Revolving Line of Credit | Sixth Amendment | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility maximum borrowing capacity | $ 20,000 | |||||
PNC Bank, National Association | Revolving Line of Credit | Tenth Amendment | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
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 | Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility covenant terms | The PNC Credit Facility was secured by all of the Company’s assets (other than real property and certain other property excluded pursuant to the terms of the PNC Credit Facility) and required the Company to maintain three financial covenants: a fixed charge coverage ratio, a leverage ratio and a minimum tangible net worth requirement. The PNC Credit Facility also contained various covenants relating to limitations on indebtedness, acquisitions, mergers, consolidations and the sale of properties and liens. | |||||
JP Morgan Chase Bank NA | Revolving Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility maximum borrowing capacity | $ 60,000 | |||||
JPMorgan Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 35,000 | |||||
Percentage of debt instrument face amount | 100% | |||||
Outstanding Debt | $ 0 | $ 0 | ||||
Letter of credit sub-limit | $ 5,000 | |||||
Revolving credit facility interest rate description | Any borrowings under the JPMorgan Credit Facility bear interest, at the Company’s election, at either (i) an adjusted term Secured Overnight Financing Rate or adjusted daily Secured Overnight Financing Rate plus 0.10% plus a margin of either 0.75%, 1.00% or 1.25% depending on the Company’s net leverage ratio or (ii) an alternative base rate plus a margin or either 1.75%, 2.00% or 2.25%, depending on the Company’s net leverage ratio. The Company is required to pay a commitment fee on the undrawn portion of the aggregate commitments that accrues at either 0.20% or 0.375% per annum depending on the Company’s revolving exposure. | |||||
Leverage ratio | 3.25% | |||||
Increase in leverage ratio | 4% | |||||
Minimum fixed charge coverage ratio | 1.35% | |||||
JPMorgan Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 0.10% |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
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 | 42,971,988 | 41,684,649 |
Common stock, shares outstanding | 42,971,988 | 41,684,649 |
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 |
Common Stock - Schedule of Rese
Common Stock - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 |
Class Of Stock [Line Items] | ||
Common stock for issuance | 18,626,788 | 18,595,298 |
Employee Stock Option | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 2,773,253 | 5,123,860 |
RSUs | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 695,152 | 675,029 |
PSUs | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 244,522 | |
Shares Available for Grant | 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan ("2020 ESPP") | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 14,913,861 | 12,796,409 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jan. 01, 2024 | Jul. 31, 2020 | Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | Dec. 31, 2023 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Fair value of shares vested | $ 0 | |||||||
Common stock for issuance | 18,626,788 | 18,626,788 | 18,595,298 | |||||
Employee Stock Option | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation expense | $ 1,796 | $ 1,796 | ||||||
Fair value of shares vested | $ 240 | $ 257 | $ 1,900 | $ 1,272 | ||||
Expected weighted-average period of recognition | 1 year 5 months 15 days | |||||||
Stock options - vest year | 3 years | |||||||
Stock options - date of grant and expire | 10 years | |||||||
Common stock for issuance | 2,773,253 | 2,773,253 | 5,123,860 | |||||
RSUs | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation expense | $ 10,156 | $ 10,156 | ||||||
Fair value of shares vested | $ 677 | $ 1,258 | $ 3,580 | 2,913 | ||||
Vested | [1] | (243,018) | ||||||
Expected weighted-average period of recognition | 2 years 3 months 10 days | |||||||
Stock options - vest year | 3 years | |||||||
Common stock for issuance | 695,152 | 695,152 | 675,029 | |||||
PSUs | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation expense | $ 8,861 | $ 8,861 | ||||||
Fair value of shares vested | $ 0 | |||||||
Vested | 0 | 0 | ||||||
Expected weighted-average period of recognition | 2 years 5 months 26 days | |||||||
Stock options - vest year | 3 years | |||||||
Common stock for issuance | 244,522 | 244,522 | ||||||
PSUs | Maximum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of number of shares earned | 200% | |||||||
PSUs | Minimum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of number of shares earned | 0% | |||||||
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 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 Company’s Board of Directors. | |||||||
Number of shares available for future grants | 12,367,778 | 12,367,778 | ||||||
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 eligible employees of the Company or, as designated by the Company’s 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 Company’s Board of Directors. | |||||||
Number of new shares issued | 416,846 | |||||||
Common stock for issuance | 2,546,083 | 2,546,083 | ||||||
[1] Includes 64,213 shares of common stock withheld to cover taxes on the release of vested RSUs, which became available for future grants pursuant |
Stock-Based Compensation -Summa
Stock-Based Compensation -Summary of Recognized Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,916 | $ 1,446 | $ 4,898 | $ 3,687 |
Cost of Goods Sold | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 107 | 80 | 154 | 133 |
Selling, General and Administrative | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,809 | $ 1,366 | $ 4,744 | $ 3,554 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Number of Options, Beginning balance | 3,920,485 |
Number of Options, Granted | 0 |
Number of Options, Exercised | (1,091,691) |
Number of Options, Cancelled | (55,541) |
Number of Options, Ending balance | 2,773,253 |
Number of Options, Options exercisable as of June 30, 2024 | 2,008,751 |
Number of Options, Options vested and expected to vest as of June 30, 2024 | 2,773,034 |
Weighted-Average Exercise Price, Beginning balance | $ 10.07 |
Weighted-Average Exercise Price, Options Granted | 0 |
Weighted-Average Exercise Price, Options Exercised | 5.91 |
Weighted-Average Exercise Price, Options Cancelled | 22.94 |
Weighted-Average Exercise Price, Ending balance | 11.45 |
Weighted-Average Exercise Price, Options exercisable as of June 30, 2024 | 11.04 |
Weighted-Average Exercise Price, Options vested and expected to vest as of June 30, 2024 | $ 11.45 |
Weighted Average Remaining Contractual Life (Years), Balance | 5 years 9 months 18 days |
Weighted Average Remaining Contractual Life (Years), Options exercisable as of June 30, 2024 | 5 years 4 months 24 days |
Weighted Average Remaining Contractual Life (Years), Options vested and expected to vest as of June 30, 2024 | 5 years 9 months 18 days |
Aggregate Intrinsic Value, Beginning balance | $ 28,749 |
Aggregate Intrinsic Value, Exercised | 28,952 |
Aggregate Intrinsic Value, Cancelled | 154 |
Aggregate Intrinsic Value, Ending balance | 97,955 |
Aggregate Intrinsic Value, Options exercisable as of June 30, 2024 | 71,781 |
Aggregate Intrinsic Value, Options vested and expected to vest as of June 30, 2024 | $ 97,955 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Details) - RSUs | 6 Months Ended | |
Jun. 30, 2024 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested as of December 31, 2023 | shares | 565,376 | |
Granted | shares | 407,494 | |
Vested | shares | (243,018) | [1] |
Forfeited | shares | (34,700) | |
Unvested as of June 30, 2024 | shares | 695,152 | |
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares | $ 14.24 | |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 20.99 | |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 14.39 | [1] |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 16.61 | |
Weighted-Average Grant Date Fair Value, Ending balance | $ / shares | $ 17.92 | |
[1] Includes 64,213 shares of common stock withheld to cover taxes on the release of vested RSUs, which became available for future grants pursuant |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of RSU Activity (Parenthetical) (Details) | 6 Months Ended |
Jun. 30, 2024 shares | |
RSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares of common stock withheld to cover taxes | 64,213 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of PSU Activity (Details) - PSUs | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested as of December 31, 2023 | 0 |
Granted | 247,499 |
Forfeited | (2,977) |
Unvested as of June 30, 2024 | 244,522 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 20.99 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 20.99 |
Weighted-Average Grant Date Fair Value, Ending balance | $ / shares | $ 20.99 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 10% | 16% | 17% | 21% |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Numerator: | ||||
Net income | $ 16,339 | $ 6,683 | $ 35,362 | $ 13,833 |
Denominator: | ||||
Weighted average common shares outstanding — basic | 42,500,355 | 40,948,365 | 42,148,992 | 40,861,218 |
Weighted average effect of potentially dilutive securities: | ||||
Weighted average common shares outstanding — diluted | 45,248,792 | 43,292,261 | 44,600,401 | 43,359,993 |
Net income (loss) per share attributable to Vital Farms, Inc. stockholders | ||||
Basic | $ 0.38 | $ 0.16 | $ 0.84 | $ 0.34 |
Diluted | $ 0.36 | $ 0.15 | $ 0.79 | $ 0.32 |
Employee Stock Option | ||||
Weighted average effect of potentially dilutive securities: | ||||
Effect of potentially dilutive stock options | 2,139,855 | 2,227,020 | 2,044,539 | 2,324,262 |
RSUs | ||||
Weighted average effect of potentially dilutive securities: | ||||
Effect of potentially dilutive stock options | 389,866 | 106,478 | 317,531 | 160,193 |
Employee Stock Purchase Plan | ||||
Weighted average effect of potentially dilutive securities: | ||||
Effect of potentially dilutive stock options | 11,676 | 10,398 | 17,941 | 14,320 |
PSUs | ||||
Weighted average effect of potentially dilutive securities: | ||||
Effect of potentially dilutive stock options | 207,040 | 71,398 |
Net Income Per Share - Schedu_2
Net Income Per Share - Schedule of Excluded Common Shares Including at Anti-dilutive Effect (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,060 | 49,151 | 2,986 | 61,707 |
Options to Purchase Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,933 | 36,865 | 1,401 | 21,629 |
Unvested RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 602 | 12,286 | 1,411 | 40,078 |
Unvested PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 525 | 174 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified from accumulated other comprehensive loss to earnings | $ 0 | $ 95 | $ (1) | $ 129 |
Tax (expense) benefit | 0 | (26) | 0 | (32) |
Net of tax | 0 | 69 | (1) | 97 |
Gains (Losses) on available-for-sale securities | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified from accumulated other comprehensive loss to earnings | $ 0 | $ 95 | $ (1) | $ 129 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income - Schedule of Component of Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 25, 2023 | Mar. 26, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Unrealized net holding gain, Before Tax | $ 134 | $ 128 | $ 278 | $ 645 | ||
Unrealized net holding gain, Tax | (33) | (35) | (68) | (159) | ||
Unrealized net holding gain, After Tax | 101 | 93 | 210 | 486 | ||
Amounts reclassified from accumulated other comprehensive loss to earnings | 0 | 95 | (1) | 129 | ||
Amounts reclassified for realized losses to earnings | 0 | (26) | 0 | (32) | ||
Net of tax | 0 | 69 | (1) | 97 | ||
Other Comprehensive Income (Loss), Tax, Total | (33) | (61) | (68) | (191) | ||
Other comprehensive income, net of tax | 101 | $ 108 | 162 | $ 421 | 209 | 583 |
Other comprehensive income, before tax | 134 | 223 | 277 | 774 | ||
Available-for-Sale Debt Securities | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Amounts reclassified from accumulated other comprehensive loss to earnings | $ 0 | $ 95 | $ (1) | $ 129 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Long-term supply contracts costs | $ 200,000 |
Contract cost paid | 4,300 |
Contract cost payable | $ 1,300 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Sandpebble Builders Preconstruction, Inc - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 25, 2023 | Jun. 30, 2024 | Jun. 25, 2023 | |
Related Party Transaction [Line Items] | ||||
Expense paid to related party | $ 292 | $ 139 | $ 540 | $ 255 |
Amounts owed to related party | $ 168 | $ 1,126 | $ 168 | $ 1,126 |