Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 26, 2021 | Mar. 07, 2022 | Jun. 25, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 26, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-26 | ||
Entity Registrant Name | Vital Farms, Inc. | ||
Entity Central Index Key | 0001579733 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
ICFR Auditor Attestation Flag | false | ||
Security 12b Title | Common Stock, - par value $0.0001 per share | ||
Trading Symbol | VITL | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39411 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-0496985 | ||
Entity Address, Address Line One | 3601 South Congress Avenue | ||
Entity Address, Address Line Two | Suite C100 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78704 | ||
City Area Code | 877 | ||
Local Phone Number | 455-3063 | ||
Entity Common Stock, Shares Outstanding | 40,531,537 | ||
Entity Public Float | $ 535.4 | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Austin, Texas | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the registrant’s 2022 annual meeting of stockholders, to be filed within 120 days after the close of the registrant’s fiscal year, are incorporated by reference into Part III of this Annual Report. |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 26, 2021 | Dec. 27, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 30,966 | $ 29,544 |
Investment securities available-for-sale | 68,621 | 68,357 |
Accounts receivable, net | 26,938 | 20,934 |
Inventories | 10,945 | 12,902 |
Income taxes receivable | 199 | 1,554 |
Prepaid expenses and other current assets | 3,539 | 3,965 |
Total current assets | 141,208 | 137,256 |
Property, plant and equipment, net | 44,608 | 30,118 |
Goodwill | 3,858 | 3,858 |
Deferred tax asset, net | 79 | |
Deposits and other assets | 189 | 142 |
Total assets | 189,942 | 171,374 |
Current liabilities: | ||
Accounts payable | 22,520 | 15,489 |
Accrued liabilities | 15,124 | 9,845 |
Lease obligation, current | 327 | 471 |
Contingent consideration, current | 19 | 109 |
Total current liabilities | 37,990 | 25,914 |
Lease obligation, net of current portion | 327 | |
Contingent consideration, non-current | 18 | |
Deferred tax liabilities, net | 2,537 | |
Other liability, non-current | 192 | 192 |
Total liabilities | 38,182 | 28,988 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value per share, 310,000,000 shares authorized as of December 26, 2021 and December 27, 2020; 40,493,969 and 39,444,040 shares issued as of December 26, 2021 and December 27, 2020, respectively; 40,493,969 and 39,440,040 shares outstanding as of December 26, 2021 and December 27, 2020, respectively | 5 | 5 |
Treasury stock, at cost, zero and 5,494,918 common shares as of December 26, 2021 and December 27, 2020, respectively | (16,276) | |
Additional paid-in capital | 149,000 | 144,311 |
Retained earnings | 2,746 | 14,039 |
Accumulated other comprehensive loss | (281) | (31) |
Total stockholders’ equity attributable to Vital Farms, Inc. stockholders | 151,470 | 142,048 |
Noncontrolling interests | 115 | 163 |
Total stockholders’ equity | 151,585 | 142,211 |
Total liabilities, redeemable noncontrolling interest, redeemable convertible preferred stock and stockholders’ equity | 189,942 | 171,374 |
Variable Interest Entity, Primary Beneficiary | ||
Current liabilities: | ||
Redeemable noncontrolling interest | $ 175 | $ 175 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 26, 2021 | Dec. 27, 2020 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 310,000,000 | 310,000,000 |
Common stock, shares issued | 40,493,969 | 39,444,040 |
Common stock, shares outstanding | 40,493,969 | 39,440,040 |
Treasury stock, common shares | 0 | 5,494,918 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
Income Statement [Abstract] | |||
Net revenue | $ 260,901 | $ 214,280 | $ 140,733 |
Cost of goods sold | 178,002 | 139,752 | 97,856 |
Gross profit | 82,899 | 74,528 | 42,877 |
Operating expenses: | |||
Selling, general and administrative | 57,868 | 47,396 | 29,526 |
Shipping and distribution | 24,979 | 14,904 | 10,001 |
Total operating expenses | 82,847 | 62,300 | 39,527 |
Income from operations | 52 | 12,228 | 3,350 |
Interest expense | (52) | (488) | (349) |
Other income (expense), net | 354 | (86) | 1,417 |
Total other income (expense), net | 302 | (574) | 1,068 |
Net income before income taxes | 354 | 11,654 | 4,418 |
(Benefit) provision for income taxes | (2,028) | 2,770 | 1,106 |
Net income | 2,382 | 8,884 | 3,312 |
Less: Net (loss) income attributable to noncontrolling interests | (47) | 84 | 927 |
Net income attributable to Vital Farms, Inc. common stockholders | $ 2,429 | $ 8,800 | $ 2,385 |
Net income per share attributable to Vital Farms, Inc. stockholders: | |||
Basic: | $ 0.06 | $ 0.31 | $ 0.09 |
Diluted: | $ 0.06 | $ 0.27 | $ 0.07 |
Weighted average common shares outstanding: | |||
Basic: | 40,027,278 | 28,667,264 | 25,897,223 |
Diluted: | 43,321,733 | 32,914,653 | 36,071,015 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 2,382 | $ 8,884 | $ 3,312 |
Other comprehensive loss | |||
Unrealized holding loss on available-for-sale securities, net of deferred tax benefit of $80 and $10 for the years ended December 26, 2021 and December 27, 2020, respectively | (250) | (31) | |
Total comprehensive income | $ 2,132 | $ 8,853 | $ 3,312 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 26, 2021 | Dec. 27, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Unrealized holding loss on available-for-sale securities, tax | $ 80 | $ 10 |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK , REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Variable Interest Entity, Primary Beneficiary | Initial Public Offering | Redeemable Convertible Preferred Stock | Redeemable Noncontrolling InterestVariable Interest Entity, Primary Beneficiary | Common Stock | Common StockInitial Public Offering | Treasury Stock | Additional Paid-In Capital | Additional Paid-In CapitalInitial Public Offering | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Total Stockholders' Equity Attributable to Vital Farms, Inc. Stockholders | Total Stockholders' Equity Attributable to Vital Farms, Inc. StockholdersInitial Public Offering | Noncontrolling Interests |
Beginning balance at Dec. 30, 2018 | $ 4,267 | $ 3 | $ (1,987) | $ 4,245 | $ 2,854 | $ 5,115 | $ (848) | ||||||||
Beginning balance, shares at Dec. 30, 2018 | 8,192,876 | ||||||||||||||
Beginning balance at Dec. 30, 2018 | $ 23,036 | ||||||||||||||
Beginning balance at Dec. 30, 2018 | $ 175 | ||||||||||||||
Beginning balance, shares at Dec. 30, 2018 | 28,461,978 | (2,642,148) | |||||||||||||
Issuance of common stock, net of issuance costs | 14,097 | 14,097 | 14,097 | ||||||||||||
Issuance of common stock, net of issuance costs, Shares | 2,815,012 | ||||||||||||||
Repurchase of common stock | (14,289) | $ (14,289) | (14,289) | ||||||||||||
Repurchase of common stock, Shares | (2,852,770) | ||||||||||||||
Exercise of stock options | 222 | 222 | 222 | ||||||||||||
Exercise of stock options, Shares | 152,908 | ||||||||||||||
Stock-based compensation expense | 1,029 | 1,029 | 1,029 | ||||||||||||
Net income attributable to non- controlling interests - stockholders | 927 | 927 | |||||||||||||
Net income attributable to Vital Farms, Inc. | 2,385 | 2,385 | 2,385 | ||||||||||||
Ending balance at Dec. 29, 2019 | 8,638 | $ 3 | $ (16,276) | 19,593 | 5,239 | 8,559 | 79 | ||||||||
Ending balance, shares at Dec. 29, 2019 | 8,192,876 | ||||||||||||||
Ending balance at Dec. 29, 2019 | $ 23,036 | ||||||||||||||
Ending balance at Dec. 29, 2019 | 175 | ||||||||||||||
Ending balance, shares at Dec. 29, 2019 | 31,429,898 | (5,494,918) | |||||||||||||
Issuance of common stock, net of issuance costs | $ 98,671 | $ 1 | $ 98,670 | $ 98,671 | |||||||||||
Issuance of common stock, net of issuance costs, Shares | 5,040,323 | ||||||||||||||
Issuance of common stock upon conversion of preferred stock | 23,036 | $ 1 | 23,035 | 23,036 | |||||||||||
Issuance of common stock upon conversion of preferred stock, Shares | (8,192,876) | ||||||||||||||
Issuance of common stock upon conversion of preferred stock | $ (23,036) | ||||||||||||||
Issuance of common stock upon conversion of preferred stock, Shares | 8,192,876 | ||||||||||||||
Exercise of warrant | 283 | 283 | 283 | ||||||||||||
Exercise of warrant, Shares | 196,800 | ||||||||||||||
Vesting of restricted stock, Shares | 3,097 | ||||||||||||||
Other comprehensive loss, net | (31) | $ (31) | (31) | ||||||||||||
Exercise of stock options | $ 221 | 221 | 221 | ||||||||||||
Exercise of stock options, Shares | 66,062 | 75,964 | |||||||||||||
Stock-based compensation expense | $ 2,509 | 2,509 | 2,509 | ||||||||||||
Net income attributable to non- controlling interests - stockholders | 83 | 83 | |||||||||||||
Net income attributable to Vital Farms, Inc. | 8,800 | 8,800 | 8,800 | ||||||||||||
Ending balance at Dec. 27, 2020 | 142,210 | $ 5 | $ (16,276) | 144,311 | 14,039 | (31) | 142,048 | 162 | |||||||
Ending balance at Dec. 27, 2020 | $ 175 | 175 | |||||||||||||
Ending balance, shares at Dec. 27, 2020 | 44,938,958 | (5,494,918) | |||||||||||||
Vesting of restricted stock | 0 | 0 | |||||||||||||
Vesting of restricted stock, Shares | 15,000 | ||||||||||||||
Retirement of treasury stock | $ 16,276 | (2,554) | (13,722) | ||||||||||||
Retirement of treasury stock, Shares | (5,494,918) | 5,494,918 | |||||||||||||
Other comprehensive loss, net | (250) | (250) | (250) | ||||||||||||
Exercise of stock options | $ 2,803 | 2,803 | 2,803 | ||||||||||||
Exercise of stock options, Shares | 1,034,929 | 1,034,929 | |||||||||||||
Stock-based compensation expense | $ 4,440 | 4,440 | 4,440 | ||||||||||||
Net income attributable to non- controlling interests - stockholders | (47) | 0 | (47) | ||||||||||||
Net income attributable to Vital Farms, Inc. | 2,429 | 2,429 | 2,429 | ||||||||||||
Ending balance at Dec. 26, 2021 | $ 151,585 | $ 5 | $ 149,000 | $ 2,746 | $ (281) | $ 151,470 | $ 115 | ||||||||
Ending balance at Dec. 26, 2021 | $ 175 | $ 175 | |||||||||||||
Ending balance, shares at Dec. 26, 2021 | 40,493,969 |
CONSOLIDATED STATEMENTS OF RE_2
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK , REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 27, 2020 | Dec. 29, 2019 | |
Issuance of common stock, issuance costs | $ 903 | |
Initial Public Offering | ||
Issuance of common stock, issuance costs | $ 12,215 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
Cash flows provided by operating activities: | |||
Net income | $ 2,382 | $ 8,884 | $ 3,312 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 3,540 | 2,550 | 1,921 |
Amortization of debt issuance costs | 0 | 68 | 9 |
Bad debt expense (recovery) | 73 | (108) | 304 |
Inventory provisions | 224 | 16 | 189 |
Change in fair value of contingent consideration | 44 | (333) | 70 |
Stock-based compensation expense | 4,440 | 2,509 | 1,029 |
Loss on write-off of construction in progress | 173 | 259 | |
Deferred taxes | (2,536) | 1,782 | 52 |
Non-cash interest income | (229) | (33) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (6,078) | (4,718) | (6,182) |
Inventories | 1,733 | 29 | (9,270) |
Income taxes receivable | 1,354 | 61 | (1,563) |
Prepaid expenses and other current assets | 426 | (2,255) | (582) |
Deposits and other assets | (46) | 11 | 93 |
Accounts payable | 6,796 | 1,807 | 3,192 |
Accrued liabilities and other liabilities | 4,029 | 1,173 | 2,074 |
Net cash provided by (used in) operating activities | 16,325 | 11,702 | (5,352) |
Cash flows used in investing activities: | |||
Purchases of property, plant and equipment | (16,711) | (10,300) | (4,799) |
Purchases of available-for-sale debt securities | (52,017) | (68,388) | |
Sales, maturities, and call redemptions of available-for-sale debt securities | 51,645 | ||
Proceeds from the sale of property, plant and equipment | 7 | ||
Notes receivable provided to related parties | (4,031) | ||
Repayment of notes receivable provided to related parties | 846 | 3,200 | |
Net cash used in investing activities | (17,083) | (77,842) | (5,623) |
Cash flows provided by (used in) financing activities: | |||
Proceeds from issuance of common stock pursuant to the initial public offering, net of issuance costs | 99,671 | ||
Proceeds from borrowings under term loan | 5,000 | ||
Proceeds from borrowings under equipment loan | 1,461 | 587 | |
Proceeds from Paycheck Protection Program loan | 2,593 | ||
Proceeds from issuance of redeemable noncontrolling interest | 14,097 | ||
Proceeds from borrowing under revolving line of credit | 1,325 | ||
Repayment of revolving line of credit | (1,325) | ||
Repayment of equipment loan | (2,015) | ||
Repayment of term loan | (8,245) | (671) | |
Repayment of Paycheck Protection Program loan | (2,593) | ||
Repurchase of common stock | (14,289) | ||
Payment of contingent consideration | (152) | (192) | (409) |
Principal payments under finance lease obligation | (471) | (449) | (428) |
Proceeds from exercise of stock options | 2,803 | 221 | 222 |
Proceeds from exercise of warrant | 283 | ||
Net cash provided by (used in) financing activities | 2,180 | 94,410 | 434 |
Net increase in cash and cash equivalents | 1,422 | 28,270 | (10,541) |
Cash and cash equivalents at beginning of the period | 29,544 | 1,274 | 11,815 |
Cash and cash equivalents at end of the period | 30,966 | 29,544 | 1,274 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 43 | 414 | 340 |
Cash paid for income taxes | 102 | 2,214 | 2,256 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Purchases of property, plant and equipment included in accounts payable and accrued liabilities | $ 1,493 | $ 167 | 928 |
Deferred offering costs in accounts payable and accrued liabilities | $ 1,001 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 26, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Vital Farms, Inc. (“Vital Farms” or “the Company”) was incorporated in Delaware on June 6, 2013 and is headquartered in Austin, Texas. Vital Farms packages, markets and distributes shell eggs, butter and other products. These products are sold under the trade names Vital Farms, Alfresco Farms, Lucky Ladies and RedHill Farms, primarily to retail and foodservice channels in the United States. Vital Farms of Missouri, LLC, Backyard Eggs, LLC, Barn Door Farms, LLC, Sagebrush Foodservice, LLC and Vital Farms, LLC re all wholly owned subsidiaries of Vital Farms. All significant intercompany transactions and balances have been eliminated in the audited consolidated financial statements. Fiscal Year: The Company’s fiscal year ends on the last Sunday in December and contains either 52 or 53 weeks. Therefore, the financial results of certain 53-week years will not be exactly comparable to the prior and subsequent 52-week years. The years ended December 26, 2021, December 27, 2020, and December 29, 2019 all contain operating results for 52 weeks. Impact of COVID-19 Pandemic: Due to the ongoing COVID-19 pandemic, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on the Company’s business. The Company does not currently anticipate that the COVID-19 pandemic will have a material impact on the timelines for the Company’s product development and expansion efforts. However, the extent to which the COVID-19 pandemic impacts the Company’s business, product development and expansion efforts, corporate development objectives and the value of and market for the Company’s common stock will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States, and the effectiveness of actions taken globally to contain and treat the disease, including the roll-out of vaccines. The global economic slowdown, the overall disruption of global supply chains and distribution systems and the other risks and uncertainties associated with the pandemic could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects. Forward Stock Split: In July 2020, the board of directors and the stockholders of the Company approved a 2.46-for-1 forward stock split of the Company’s outstanding common stock and preferred stock, which was effected on July 22, 2020. Stockholders entitled to fractional shares as a result of the forward stock split received a cash payment in lieu of receiving fractional shares. All common stock, preferred stock, and per share information has been retroactively adjusted to give effect to this forward stock split for all periods presented. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately increased and the respective per share value and exercise prices, if applicable, were proportionately decreased in accordance with the terms of the agreements governing such securities. There were no changes in the par values of the Company’s common stock and preferred stock as a result of the forward stock split. Initial Public Offering: In August 2020, the Company completed its initial public offering (“IPO”) of 10,699,573 shares of common stock at an offering price of $ 22.00 per share. The Company offered 5,040,323 shares of common stock and the selling stockholders offered an additional 5,659,250 shares of common stock, including the underwriter’s option to purchase up to an additional 1,395,596 shares of common stock from the selling stockholders. The Company received gross proceeds of approximately $ 110,887 before deducting underwriting discounts, commissions and offering related transaction costs; the Company did not receive any proceeds from the sale of shares by the selling stockholders. Upon the closing of the IPO in August 2020, all of the then-outstanding shares of preferred stock automatically converted into 8,192,876 shares of common stock on a one-for-one basis. Subsequent to the closing of the IPO, there were no shares of preferred stock outstanding. The consolidated financial statements as of December 26, 2021, including share and per share amounts, include the effects of the IPO. Secondary Public Offering: In November 2020, the Company completed a secondary public offering of 5,000,000 shares of common stock from selling stockholders in which no proceeds from the sale of shares were received by the Company and the Company incurred $0.5 million of expenses. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 26, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates principally include revenue recognition, determination of useful lives for property and equipment, trade spend accruals, goodwill, allowance for doubtful accounts, inventory obsolescence, valuation of common stock prior to IPO, stock option valuations, accrual liabilities and income taxes. Actual results could differ from those estimates. As of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance related to the ongoing COVID-19 pandemic that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s consolidated financial statements. Deferred Offering Costs: The Company capitalized certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings until such financings were completed. Upon closing the IPO in August 2020, all deferred offering costs were reclassified from prepaid and other current assets and recorded against the IPO proceeds reducing additional paid-in capital. Concentrations of Credit Risk and Significant Customers: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. The Company maintains deposits with large financial institutions that the Company believes are of high credit quality. At times the Company’s cash and cash equivalents balances with individual banking institutions are in excess of federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents balances. As of December 26, 2021 and December 27, 2020, the Company had customers that individually represented 10% or more of the Company’s accounts receivable, net. During fiscal years 2021, 2020, and 2019 the Company also had customers that individually exceeded 10% or more of the Company’s net revenue. Significant customer information is presented below as follows: Net Revenue Year Ended December 26, 2021 Net Revenue Year Ended December 27, 2020 Net Revenue Year Ended December 29, 2019 Accounts Receivable, Net As Of December 26, 2021 Accounts Receivable, Net As Of December 27, 2020 Customer A 18% 15% 35% 19% * Customer B 14% 18% * * 20% Customer C 10% 12% 11% * * Customer D 12% 13% 14% 13% 15% * Revenue and/or accounts receivable was less than 10%. The increase in net revenue for Customer A for fiscal 2021 is due a net shift in the Company’s distribution channels from Customer B to Customer A during the year ended December 26, 2021. Net revenue for Customers C and D increased from 2020 to 2021; however, growth from other existing customers and new customers resulted in net revenue from Customers C and D comprising a lower percentage of total net revenue . Cash and Cash Equivalents: The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are all in financial institutions in the United States. As of December 26, 2021, cash and cash equivalents consisted of cash on deposit with balances denominated in U.S. dollars and investments in money market funds. Investment Securities: The Company accounts for its investment securities in accordance with ASC Topic 320, Investments-Debt and Equity Securities . The Company considers all of its debt securities for which there is a determinable fair market value, and there are no restrictions on the Company's ability to sell within the next 12 months as available-for-sale. We have classified these securities as current, because the amounts invested are available for current operations. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a separate component of stockholders' equity. The amortized cost of debt securities is adjusted for premiums and accretion of discounts to maturity. Such amortization is recorded in interest income. The cost of securities sold is based on the specific identification method. Realized gains and losses on the sale of debt securities and declines in value due to credit-related factors are recorded in other income. Interest and dividends on securities classified as available-for-sale are recorded in interest income. Variable Interest Entity: The Company consolidates all entities where a controlling financial interest exists. The Company has considered its relationships with a certain entity to determine whether the Company has a variable interest in that entity, and if so, whether the Company is the primary beneficiary of the relationship. GAAP requires variable interest entities (“VIEs”) to be consolidated if an entity’s interest in the VIE is a controlling financial interest. Under the variable model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with GAAP. Segment Information: The Company operates and manages its business as one reportable and operating segment. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of evaluating financial performance and allocating resources. All of the Company’s long-lived assets and customers are located in the United States. Fair Value of Financial Instruments: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of inputs that may be used to measure fair value are defined below: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. Accounts Receivable: Accounts receivable are stated at invoice value less estimated allowances for doubtful accounts. The Company establishes an allowance for doubtful accounts as losses are estimated to have occurred through a provision for bad debts charged to earnings. Losses are charged against the allowance when management believes the receivable is no longer collectible. These losses have been immaterial to date. Subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful accounts is evaluated on a regular basis by management and is based on the credit risk of specific customers, past collection history, and management’s evaluation of accounts receivable. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. As of December 26, 2021 and December 27, 2020, the Company recorded an allowance for doubtful accounts of $269 and $196 in the accompanying consolidated balance sheets. Inventories: Inventories are stated at the lower of cost (determined under the first-in, first-out method) or net realizable value. Inventory includes eggs and egg related products, butter and butter related products, packaging, feed, laying hens, pullets, merchandise and equipment parts. A reduction in the carrying value of an inventory item from cost to net realizable value is recorded in cost of goods sold with the offset to inventory. Any inventory that does not meet the quality control standards of the Company is separated and written down to its net realizable value. Property, Plant and Equipment, Net: Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives. The general range of useful lives of other property, plant and equipment is as follows: Estimated Useful Life Land N/A Building and improvements 39 years Vehicles 5 years Machinery and equipment 2 to 7 years Furniture and fixtures 5 years Leasehold improvements Lesser of lease term or 5 years When assets are sold or retired, the cost and related accumulated depreciation or amortization of assets disposed of are removed from the accounts, with any resulting gain or loss recorded in other income (expense), net in the consolidated statements of operations. Costs of repairs and maintenance are expensed as incurred. Goodwill: Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually on the first day of the fourth fiscal quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s goodwill impairment test is performed at the enterprise level given the single reporting unit. The Company first assesses qualitative factors to determine whether events or circumstances existed that would lead the Company to conclude that it is more likely than not that the fair value of the reporting unit is below its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is below the carrying amount, a quantitative goodwill assessment is required. In the quantitative evaluation, the fair value of the reporting unit is determined and compared to the carrying value. If the fair value is greater than the carrying value, then the carrying value is deemed to be recoverable and no further action is required. If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying amount exceeds the reporting unit’s fair value and a charge is reported as impairment of goodwill in the consolidated statements of operations. To date, the Company has not recorded any impairment charges associated with its goodwill. Impairment of Long-Lived Assets: The Company reviews the carrying value of property, plant and equipment for impairment whenever events and circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects and the effects of obsolescence, demand, competition and other economic factors. The Company did not recognize an impairment loss during the years ended December 26, 2021, December 27, 2020, and December 29, 2019. Contingent Consideration: In connection with the Company’s acquisition of certain assets of Heartland Eggs, LLC in 2014, the Company was required to make royalty payments to prior owners of certain assets of Heartland Eggs. The royalty payments are contingent on the Company’s future purchase of eggs from supplier contracts that were acquired in the certain assets of Heartland Eggs acquisition. The royalty payments are deemed to be contingent because the future egg purchases are not guaranteed, and the timing and amount of any such purchases are unknown. The fair value of the contingent consideration was determined at the acquisition date using unobservable inputs (Level 3 inputs). These inputs included projected financial information, market volatility, risk-adjusted discount rates and timing of contractual payments. Subsequent to the acquisition date, at each reporting date, the contingent consideration liability is remeasured to fair value with changes in fair value recorded within selling, general and administrative expenses in the Company’s consolidated statements of operations. Noncontrolling Interest: The Company recognizes noncontrolling interest related to VIEs, in which the Company is the primary beneficiary, as equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income or loss attributable to noncontrolling interests is included in consolidated net income on the face of the consolidated statements of operations. Changes in the parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. In addition, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. Affiliate equity interests where the Company has certain rights to demand settlement are presented at their current redemption values, as redeemable noncontrolling interest in the consolidated balance sheet. Because these transactions take place between entities under common control, any gains or losses attributable to these transactions are required to be included within additional paid-in-capital on the consolidated balance sheets. Income Taxes: Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements. In estimating future tax consequences, the Company considers all expected future events other than enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized. The Company follows the provisions of the authoritative guidance from the Financial Accounting Standards Board (“FASB”) on accounting for uncertainty in income taxes. These provisions provide a comprehensive model for the recognition, measurement and disclosure in financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. Under these provisions, a company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. Assessing an uncertain tax position begins with the initial determination of the sustainability of the position and is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed. Additionally, the Company must accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 26, 2021 and December 27, 2020 the Company had no accrued interest or penalties related to uncertain tax positions. Net Income (Loss) per Share Attributable to Vital Farms, Inc. Common Stockholders: The Company applies the two-class method to compute basic and diluted net (loss) income per share attributable to the Company’s common stockholders when shares meet the definition of participating securities. The two-class method determines net income per share for each class of the Company’s common stock and Preferred Stock according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between the Company’s common stock and Preferred Stock based upon their respective rights to share in the earnings as if all income for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the Preferred Stock does not have a contractual obligation to share in the Company’s losses. Basic net income per share attributable to the Company’s stockholders is computed by dividing net income by the weighted-average number of shares outstanding during the period without consideration of potentially dilutive common stock. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue shares of the Company’s common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless inclusion of such shares would be anti-dilutive. For periods in which the Company reports net losses, diluted net loss per common share attributable to the Company’s common stockholders is the same as basic net loss, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Revenue Recognition: The Company generates revenue primarily through sales of products to its customers, which include natural channel retailers, mainstream channel retailers and foodservice partners. The Company sells its products to customers on a purchase-order basis. Revenue is recognized when control of the product is transferred to the customer and the related performance obligation is satisfied, which typically occurs upon delivery of the product to the customer, for an amount that reflects the net consideration the Company expects to receive in exchange for delivering the product. We offer sales incentives through various programs to customers and allow deductions from our customers, which may include credits or discounts to customers in the event that products do not conform to customer specifications or expire at a customer’s site. The cost associated with promotions and chargebacks is estimated and recorded as a reduction in revenue and is recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of this cost therefore requires management judgement regarding the volume of promotional offers that will be redeemed. Differences between estimated cost and actual redemptions are recognized as a change in management estimate in a subsequent period. Treasury Stock: The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct the par value from the Company’s common stock and to reflect any excess of cost over par value as a reduction to additional paid-in capital (to the extent created by previous issuances of the shares). Shipping and Distribution: The Company’s shipping and distribution costs include costs incurred with third-party carriers to transport products to customers and salaries and overhead costs related to activities to prepare the Company’s products for shipment. Shipping and distribution costs were $24,979, $14,904, and $10,001 during the years ended December 26,2021, December 27, 2020 and December 29, 2019, respectively. Freight-in costs are included within Cost of Goods Sold and were $7,623, $5,126, and $3,012 during the years ended December 26, 2021, December 27, 2020 and December 29, 2019, respectively. Stock-Based Compensation: The Company measures all stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense for those awards, over the requisite service period, which is generally the vesting period of the respective award. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the fair market value of the Company’s common stock, expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Advertising and Promotion Expenses: Advertising and promotion expenses consist primarily of production costs and the costs to communicate the advertisements to promote and market the Company’s products. Production costs such as idea development, artwork, audio and video crews and other up-front development costs are expensed the first time the associated advertising campaign is launched or aired. The costs to communicate the advertisements such as airtime and distribution costs are expensed as incurred. During the years ended December 26, 2021, December 27, 2020, and December 29, 2019, the Company incurred advertising and promotion expenses of approximately $11,469, $9,815, and $10,320, respectively Emerging Growth Company Status: The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised financial accounting standards until such time as those standards apply to private companies. The Company elected to use the extended transition period for complying with the adoption of new or revised accounting standards, and, as a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company effective dates. Recently Adopted Accounting Pronouncements: In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted ASU 2020-04 on March 12, 2020 and the adoption of this standard did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) and also issued subsequent amendments to the initial guidance, ASU 2017-13, ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20, ASU 2019-01, ASU 2019-10, ASU 2020-02, and ASU 2020-05 (collectively, “Topic 842”). The guidance in Topic 842 supersedes the leasing guidance in Topic 840, Leases . Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statement of operations. An entity may adopt the guidance either (1) retrospectively to each prior reporting period presented in the financial statements with a cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The Company expects to adopt Topic 842 retrospectively at the beginning of the period of adoption, December 27, 2021, through a cumulative-effect adjustment, and will not apply the new standard to comparative periods presented. The new standard provides a number of practical expedients. Upon adoption, the Company expects to elect all of the practical expedients available. The Company is currently evaluating the impact of its pending adoption of Topic 842 on its consolidated financial statements. It is anticipated that the primary impact of the adoption of Topic 842 will be the recording of a right-of-use asset and related lease liability of approximately $4.0 million on the Company’s consolidated balance sheet. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for years beginning after December 15, 2021, and interim periods within years beginning after December 15, 2022. The Company expects to adopt ASU 2019-12 on December 26, 2022. Although the Company is currently evaluating the impact of the adoption of ASU 2019-12, the Company does not expect it to have a material impact on its consolidated financial statements. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 26, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 3. Fair Value The following table presents information about the Company’s financial assets measured at fair value on a recurring basis: Fair Value Measurements as of December 26, 2021, Using: Level 1 Level 2 Level 3 Total Assets: US Corporate Bonds and US Denominated Foreign Bonds $ — $ 64,452 $ — $ 64,452 Commercial Paper — 2,999 — 2,999 Money Market 20,101 — — 20,101 US Treasury — 1,170 — 1,170 Total assets measured at fair value $ 20,101 $ 68,621 $ — $ 88,722 Fair Value Measurements as of December 27, 2020, Using: Level 1 Level 2 Level 3 Total Assets: US Corporate Bonds and US Denominated Foreign Bonds $ — $ 58,630 $ — $ 58,630 Commercial Paper — 6,697 — 6,697 Money Market 25,469 — — 25,469 US Treasury — 3,030 — 3,030 Total assets measured at fair value $ 25,469 $ 68,357 $ — $ 93,826 The following tables presents information about the Company’s financial liabilities measured at fair value on a recurring basis: Fair Value Measurements as of December 26, 2021, Using: Liabilities: Level 1 Level 2 Level 3 Total Contingent consideration, current $ — $ — $ 19 $ 19 Contingent consideration, non-current — — - - Total liabilities measured at fair value $ — $ — $ 19 $ 19 Fair Value Measurements as of December 27, 2020, Using: Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration, current $ — $ — $ 109 $ 109 Contingent consideration, non-current — — 18 18 Total liabilities measured at fair value $ — $ — $ 127 $ 127 During the years ended December 26, 2021 and December 27, 2020, there were no transfers between fair value measurement levels. During the years ended December 26, 2021 and December 27, 2020, the Company recognized unrealized losses and (gains) associated with the fair value of contingent consideration of $44 and $(333), respectively. The following table presents the unobservable inputs incorporated into the valuation of contingent consideration: Unobservable Input December 26, 2021 December 27, 2020 Estimated dozens of eggs to be supplied 275,250 1,885,660 Royalty rate per dozen eggs $ 0.07 $ 0.07 Estimated future royalty expense $ 19 $ 132 Discount interval (in years) 0.5 1.4 |
Investment Securities
Investment Securities | 12 Months Ended |
Dec. 26, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Investment Securities | 4. Investment Securities The following table summarizes the Company’s investment securities as of December 26, 2021: Amortized Cost Unrealized Losses Fair Value US Corporate Bonds and US Dollar Denominated Foreign Bonds $ 64,816 $ (364 ) $ 64,452 Commercial Paper 2,999 — 2,999 US Treasury 1,177 (7 ) 1,170 Total $ 68,992 $ (371 ) $ 68,621 The following table summarizes the Company’s investment securities as of December 27, 2020: Amortized Cost Unrealized Losses Fair Value US Corporate Bonds and US Dollar Denominated Foreign Bonds $ 58,671 $ (41 ) $ 58,630 Commercial Paper 6,697 — 6,697 US Treasury 3,030 — 3,030 Total $ 68,398 $ (41 ) $ 68,357 Available-for-sale securities In October 2020, the Company purchased available-for-sale debt securities of approximately $68,336. During the year ended December 26, 2021 there were purchases of $51,688, sales and maturities of $40,874 with realized losses of $1, and call redemptions of $10,752 with realized losses of $54. The securities incurred unrealized losses of $330 and related tax benefit of $80 for the year ended December 26, 2021. 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. Contractual maturities of investment securities as of December 26, 2021 are as follows: Amortized Cost Fair Value Due within one year $ 25,656 $ 25,638 Due in 1-5 years 43,336 42,983 Total available-for-sale $ 68,992 $ 68,621 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 26, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 5. Revenue Recognition The following table summarizes the Company’s net revenue by primary product for the periods presented: Fiscal Year Ended December 26, 2021 December 27, 2020 December 29, 2019 Net Revenue: Eggs and egg related products $ 239,967 $ 196,695 $ 128,579 Butter and butter related products 20,934 17,585 12,154 Net Revenue $ 260,901 $ 214,280 $ 140,733 Net revenue is primarily generated from the sale of eggs and butter. Historically, the Company’s product offering was comprised of shell eggs, hard-boiled eggs, liquid whole eggs and butter. In August 2021, the Company added spreadable tub butter and egg-based breakfast bars to its product offering. The fiscal year ended December 27, 2020 includes revenue totaling $624 resulting from the reduction of a sales promotion incentive settled in Q2 2020 that related to a prior year’s gross sales. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 26, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | 6. Accounts Receivable Accounts receivable, net was $26,938 and $20,934 as of December 26, 2021 and December 27, 2020, respectively. As of December 26, 2021 and December 27, 2020, the Company recorded an allowance for doubtful accounts of $269 and $196, respectively. Changes in the allowance for doubtful accounts were as follows: Allowance for doubtful accounts As of December 29, 2019 $ (304 ) Provisions Charged to Operating Results (217 ) Account Write-off and Recoveries 325 As of December 27, 2020 $ (196 ) Provisions Charged to Operating Results (184 ) Account Write-off and Recoveries 111 As of December 26, 2021 $ (269 ) |
Inventories
Inventories | 12 Months Ended |
Dec. 26, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. Inventories Inventory consisted of the following as of the periods presented: December 26, 2021 December 27, 2020 Eggs and egg related products $ 5,422 $ 6,407 Butter and butter related products 2,359 3,347 Packaging 2,166 1,997 Other 998 1,151 $ 10,945 $ 12,902 During the years ended December 26, 2021, December 27, 2020, and December 29, 2019, laying-hen costs amortized to cost of goods sold were approximately $232, $375, and $484, respectively. On a periodic basis, the Company compares the amount of inventory on hand with its latest forecasted requirement to determine whether charges for excess or obsolete inventory reserves are required. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 26, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 8. Property, Plant and Equipment Property, plant and equipment consisted of the following as of the periods presented: December 26, 2021 December 27, 2020 Land $ 525 $ 525 Buildings and improvements 14,214 14,297 Vehicles 695 551 Machinery and equipment 15,523 12,473 Leasehold improvements 830 973 Furniture and fixtures 503 447 Construction in progress 21,164 6,654 53,454 35,920 Less: Accumulated depreciation and amortization (8,846 ) (5,802 ) Property, plant and equipment, net $ 44,608 $ 30,118 During the years ended December 26, 2021, December 27, 2020, and December 29, 2019, depreciation and amortization of property, plant and equipment was approximately $3,540, $2,550, and $1,921, respectively. As of December 26, 2021 and December 27, 2020, machinery and equipment that was leased under capital leases and included in property, plant and equipment, net in the consolidated balance sheets was approximately $876 and $1,193, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 26, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities consisted of the following as of the periods presented: December 26, 2021 December 27, 2020 Accrued promotions and expired product credits $ 3,599 $ 2,724 Accrued employee related costs 3,039 3,718 Accrued offering costs — 123 Accrued distribution fees and freight 3,875 436 Accrued accounting and legal fees 344 238 Accrued marketing and commissions 769 739 Accrued purchases of inventory 1,197 1,088 Property, plant and equipment 1,258 502 Other 1,043 277 Accrued liabilities $ 15,124 $ 9,845 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 26, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 10. Long-Term Debt In October 2017, the Company entered into a credit facility agreement with PNC Bank, National Association (the “Credit Facility”) that provided for an initial term loan of $4,700 (the “Term Loan”) and a revolving line of credit of up to $10,000 (the “Revolving Line of Credit”). The Credit Facility also originally provided for a $1,500 equipment loan (the “Equipment Loan”) for the purpose of funding permitted capital expenditures, subject to certain restrictions. Subsequently, the terms of the Credit Facility were modified at various times throughout fiscal 2018-2021 which (i) amended various definitions, (ii) waived a technical default in May 2020 which was triggered by exceeding the capital expenditure limit, and (iii) increased borrowing capacity and (iv) extended the maturity date. The Ninth Amendment to the Credit Facility in April 2021 eliminated the Term Loan and Equipment Loan. The Revolving Line of Credit matures in April 2024. The maximum borrowing capacity under the Revolving Line of Credit is $20,000. Interest on borrowings under the Revolving Line of Credit, as well as loan advances thereunder, accrues at a rate, at the Company’s election at the time of borrowing, equal to (i) LIBOR plus 2.00% or (ii) 1.00% plus the alternate base rate. As of December 26, 2021, there were no outstanding amounts under the Revolving Line of Credit. The Credit Facility is secured by all of the Company’s assets (other than real property and certain other property excluded pursuant to the terms of the Credit Facility) and requires the Company to comply with three financial covenants: a fixed charge coverage ratio, a leverage ratio and a minimum tangible net worth requirement. The Credit Facility also contains various covenants relating to limitations on indebtedness, acquisitions, mergers, consolidations and the sale of properties and liens. As a result of the limitations contained in the Credit Facility, certain of the net assets on the Company’s consolidated balance sheet as of December 26, 2021 are restricted in use. Vital Farms’ wholly owned subsidiaries are non-operating and do not hold any assets or liabilities; therefore, these subsidiaries have no restricted net assets within the meaning of Rule 4-08(e)(3) or Rule 12-04 of Regulation S-X. The Credit Facility also contains other customary covenants, representations and events of default. As of December 26, 2021, the Company was in compliance with all covenants under the Credit Facility. Debt issuance costs associated with the Credit Facility are reflected as a reduction of the carrying value of long-term debt on the Company’s consolidated balance sheets and are being amortized to interest expense over the term of the Credit Facility using the effective interest method. During the years ended December 26, 2021, December 27, 2020, and December 29, 2019, the Company recognized interest expense of $52, $488, and $349 respectively, which includes amortization of debt issuance costs of $0, $68, and $9, respectively. As of December 26, 2021, future principal payments for capital lease payments are $327 for the fiscal year ending December 25, 2022, due to the August 2022 expiration of the capital lease. Amounts outstanding under the Company’s Revolving Line of Credit as of December 27, 2020 have been presented as current obligations under current portion of long-term debt in the Company’s consolidated balance sheets due to the Company’s ability and intent to repay the amounts within the next twelve months. Paycheck Protection Program Loan: In April 2020, the Company received loan proceeds of approximately $2,593 under the Paycheck Protection Program (“PPP”) (the “PPP Loan”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualified businesses for amounts up to 2.5 times of the average monthly payroll expenses for the qualifying business. The Company elected to not use any of the PPP Loan proceeds of $2,593 and repaid the entire balance of the PPP Loan in April 2020. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 26, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | 11. Redeemable Convertible Preferred Stock Upon the closing of the IPO in August 2020, all of the then-outstanding shares of Preferred Stock automatically converted into 8,192,876 shares of common stock on a one-for-one As of December 26, 2021, the Company’s amended and restated certificate of incorporation authorized the Company to issue 10,000,000 shares, par value $0.0001 per share, of preferred stock, in one or more series and with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors (collectively, the “Preferred Stock”). As of December 26, 2021, there were no shares of Preferred Stock issued or outstanding. |
Common Stock and Common Stock W
Common Stock and Common Stock Warrant | 12 Months Ended |
Dec. 26, 2021 | |
Equity [Abstract] | |
Common Stock and Common Stock Warrant | 12. Common Stock and Common Stock Warrant Common Stock: As of December 26, 2021, Vital Farms’ 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 40,493,969 shares were issued and outstanding. In March 2019 and April 2019, the Company issued and sold an aggregate of 2,815,012 shares of common stock at a purchase price of $5.3286 per share, for proceeds of $14,097, net of issuance costs of $903. In March 2019 and April 2019, the Company executed a tender offer to repurchase 2,852,770 shares of its common stock and the vested equity of certain directors, employees and officers for a net purchase price of $5.0087 per shares for net proceeds of $14,289. 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 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 had been declared or paid during the periods presented. As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following: December 26, 2021 December 27, 2020 Options to purchase common stock 4,927,033 5,815,684 Restricted stock units 107,867 45,000 Shares available for grant under the 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan 9,993,187 7,615,143 Total 15,028,087 13,475,827 Common Stock Warrant: In June 2015, the Company issued a warrant to the guarantor of a line of credit agreement that was entered into in 2015. During 2017 the line of credit matured and was repaid in full. The guarantor was also the Company’s Chief Executive Officer. The warrant provided for the purchase of a total of 196,800 shares of Vital Farms common stock at an exercise price of $1.43 per share. The warrant was scheduled to expire on the earlier of June 12, 2020 or the completion of the IPO. At the time of issuance, the Company classified the warrant as equity in its consolidated balance sheets. On June 9, 2020, the guarantor exercised the warrant to purchase 196,800 shares of Vital Farms’ common stock resulting in net proceeds of approximately $282 Treasury Stock : In August 2021, the Company retired an aggregate of 5,494,918 shares of its common stock held in treasury. Upon retirement, the shares were redesignated as authorized but unissued shares of the Company’s common stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 26, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 13. Stock-Based Compensation As of December 26, 2021, 9,993,187 shares were available for future grants of the Company’s common stock pursuant to the Vital Farms, Inc. 2020 Equity Incentive Plan (“2020 Incentive Plan”) and the 2020 Employee Share Purchase Plan (“2020 ESPP”). 2020 Equity Incentive Plan: In July 2020, the Company’s board of directors adopted the Vital Farms, Inc. 2020 Equity Incentive Plan (“2020 Incentive Plan”), which was subsequently approved by the Company’s stockholders and became effective on July 30, 2020. Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2020 Incentive Plan was 8,595,871 shares. The 2020 Incentive Plan provides that the number of shares reserved and available for issuance under the 2020 Incentive Plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to 4% of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s board of directors. On January 1, 2022, 1,619,758 shares of common stock were added to the available reserve pursuant to this provision. We estimate the fair value of stock options on the date of grant using a Black-Scholes option-pricing valuation model, which uses the expected option term, stock price volatility, and the risk-free interest rate. The expected option term assumption reflects the period for which we believe the option will remain outstanding. We elected to use the simplified method to determine the expected option term, for all periods presented, which is the average of the option’s vesting and contractual term. Our computation of expected volatility is based on the historical volatility of selected comparable publicly traded companies over a period equal to the expected term of the option. The risk-free interest rate reflects the U.S. Treasury yield curve for a similar instrument with the same expected term in effect at the time of the grant. The following assumptions were utilized to calculate the fair value of stock options granted during the fiscal periods indicated: December 26, 2021 December 27, 2020 December 29, 2019 Expected term (in years) 6.0 - 6.5 5.2 - 6.5 5.4 - 6.5 Expected stock price volatility 28.5% - 29.4% 29.1% - 42.9% 39.5% - 47.0% Risk-free interest rate 0.57% - 1.36% 0.34% - 0.49% 1.4% - 2.38% Expected dividend yield 0% 0% 0% Weighted average fair value at grant date $ 7.31 $ 6.83 $ 2.31 The following table summarizes the Company’s stock option activity since December 27, 2020: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 27, 2020 5,815,684 $ 6.87 6.7 $ 112,762 Granted 565,593 $ 24.05 Exercised (1,034,929 ) $ 2.68 $ 20,343 Cancelled (419,315 ) $ 12.17 Outstanding as of December 26, 2021 4,927,033 $ 9.25 6.5 $ 48,222 Options exercisable as of December 26, 2021 2,572,316 $ 4.70 5.1 $ 33,605 Options vested and expected to vest as of December 26, 2021 4,918,003 $ 9.26 6.5 $ 48,099 The following table summarizes the Company’s stock option activity since December 29, 2019: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 29, 2019 5,413,064 $ 3.73 7.3 $ 60,059 Granted 985,519 $ 22.98 Exercised (66,062 ) $ 2.85 $ 1,022 Cancelled (516,837 ) $ 3.76 Outstanding as of December 27, 2020 5,815,684 $ 6.87 6.7 $ 112,762 Options exercisable as of December 27, 2020 2,751,727 $ 2.59 4.7 $ 63,061 Options vested and expected to vest as of December 27, 2020 5,815,684 $ 6.87 6.7 $ 112,762 The fair value of shares vested during the fiscal year ended December 26, 2021 and December 27, 2020 was $2,694 and $3,320, respectively. Restricted Stock Units : In August 2020, the Company granted a restricted stock unit (“RSU”) for 7,500 shares of the Company’s common stock to each person who was a non-employee director as of the IPO date, for a total of 45,000 RSUs (“IPO Initial Grant”). Each IPO Initial Grant will vest in three equal installments on the day before each of the first, second and third Annual Meeting of the Stockholders that occurs following the IPO Date, subject to the Non-Employee Director’s Continuous Service (as defined in the 2020 Incentive Plan) on each vesting date. Additionally, the Company granted a fully vested RSU for 3,097 shares to an employee in October 2020. The following table summarizes the Company’s restricted stock unit activity since December 29, 2019: Number of RSUs Weighted- Average Fair Price Unvested as of December 29, 2019 — $ — Granted 48,097 $ 37.63 Vested (3,097 ) $ 37.97 Forfeited — $ — Unvested as of December 27, 2020 45,000 $ 37.61 Granted 80,324 $ 23.71 Vested (15,000 ) $ 37.61 Forfeited (2,457 ) $ 25.78 Unvested as of December 26, 2021 107,867 $ 27.53 During the years ended December 26, 2021, December 27, 2020, and December 29, 2019, the Company recognized total stock-based compensation expense of $4,440, $2,509, and $1,029, respectively. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. As of December 26, 2021, total unrecognized stock-based compensation expense related to unvested stock options and unreleased restricted stock units was $11,006, which is expected to be recognized over a weighted-average period of 2.6 years. Employee Stock Purchase Plan: In July 2020, the board of directors adopted the Vital Farms Inc. 2020 Employee Stock Purchase Plan (“2020 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on July 30, 2020. The 2020 ESPP authorizes the initial issuance of up to 900,000 shares of the Company’s common stock to certain eligible employees or, as designated by the board of directors, employees of a related company. The 2020 ESPP provides that the number of shares reserved and available for issuance under the 2020 ESPP will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to the lesser of (i) 1% of the outstanding number of shares of common stock on the immediately preceding December 31 and (ii) 900,000, or such lesser number of shares as determined by the Vital Farms board of directors. On January 1, 2022, 404,939 shares of common stock were added to the available reserve pursuant to this provision. The Company’s board of directors may periodically grant or provide for the grant to eligible employees the ability to purchase common stock under the 2020 ESPP during a specific offering period. In November 2021, the Compensation Committee of the Board of Directors approved an initial offering of common stock under the 2020 ESPP to eligible employees, which commenced March 1, 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 26, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes For the years ended December 26, 2021, December 27, 2020, and December 29, 2019 the provision for income taxes consisted of the following: December 26, 2021 December 27, 2020 December 29, 2019 Current: Federal $ 225 $ 587 $ 867 State 282 412 187 Deferred: Federal (2,164 ) 1,677 (88 ) State (371 ) 94 140 (Benefit) provision for income taxes $ (2,028 ) $ 2,770 $ 1,106 The Company’s income before income taxes is entirely derived from domestic sources for all periods presented. The reconciliation of the federal statutory income tax provision to the Company’s effective income tax provision is as follows: December 26, 2021 December 27, 2020 December 29, 2019 Provision at statutory rate of 21% $ 74 $ 2,446 $ 929 State income taxes (416 ) 300 258 Stock-based compensation (2,846 ) 373 - Non-deductible costs 12 211 604 Charitable deduction (88 ) (206 ) (629 ) Change in deferred tax asset valuation allowance 774 (138 ) 23 Other, net 462 (216 ) (79 ) (Benefit) provision for income taxes $ (2,028 ) $ 2,770 $ 1,106 Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred income tax assets and liabilities at December 26, 2021 and December 27, 2020 were comprised of the following: December 26, 2021 December 27, 2020 Deferred tax assets: Accrued expenses $ 1,383 $ 1,144 Allowances and other reserves 212 80 Inventory 387 368 Net operating loss carryforwards 2,220 27 Charitable contributions 774 322 Stock-based compensation 460 205 Other 90 11 Total deferred tax assets 5,526 2,157 Less: Valuation allowance (774 ) - Net deferred tax assets $ 4,752 $ 2,157 Deferred tax liabilities: Prepaid expenses $ 784 $ 906 Property and equipment 3,610 3,497 Intangibles 279 291 Total deferred tax liabilities 4,673 4,694 Net deferred tax assets or liabilities $ 79 $ 2,537 A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A full review of all positive and negative evidence needs to be considered, including the Company’s current and past performance, the market environments in which the Company operates, the utilization of past tax credits, the length of carry back and carry forward periods and tax planning strategies that might be implemented. Management considered the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. The net change in the total valuation allowance for the year ended December 26, 2021 was an increase of approximately $774. The activity in the Company’s deferred tax asset valuation allowance for the years ended December 26, 2021 and December 27, 2020 was as follows: December 26, 2021 December 27, 2020 Valuation allowance as of beginning of year $ - $ 138 Increases recorded to income tax provision 774 — Decreases recorded as benefit to income tax provision - (138 ) Valuation allowance as of end of year $ 774 $ - As of December 26, 2021, the Company had unrecognized tax benefits, which represent the aggregate tax effect of the differences between tax return positions and the benefits recognized in the Company’s financial statements. At December 26, 2021, all of the unrecognized tax benefits, if recognized, would affect the Company’s annual effective tax rate. The unrecognized tax benefits are long-term in nature and we do not anticipate the balance of the unrecognized tax benefits to change in the next twelve months. The following table reflects changes in gross unrecognized tax benefits: December 26, 2021 December 27, 2020 Gross tax contingencies as of beginning of year $ 219 $ 272 Increase in gross tax contingencies - 219 Decrease in gross tax contingencies - (272 ) Gross tax contingencies as of end of year $ 219 $ 219 As of December 26, 2021, the Company had federal net operating loss carryforwards of $9.1 million which can be carried forward indefinitely. The Company also had state net operating loss carryforwards of $3.9 million which begin to expire in 2022. The Company files a U.S. federal income tax return, as well as income tax returns in various states. Tax years 2018 through 2020 remain open to examination by the tax jurisdictions to which the Company is subject, with certain state taxing jurisdictions being open back to 2017. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 26, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 15. Net Income Per Share Basic and diluted net income per share attributable to the Company’s common stockholders were calculated as follows: Fiscal Year Ended December 26, 2021 December 27, 2020 December 29, 2019 Numerator: Net income $ 2,382 $ 8,884 $ 3,312 Less: Net (loss) income attributable to noncontrolling interests (47 ) 84 927 Net income attributable to Vital Farms, Inc. stockholders’ — basic and diluted $ 2,429 $ 8,800 $ 2,385 Denominator: Weighted average common shares outstanding — basic 40,027,278 28,667,264 25,897,223 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive stock options 3,290,615 4,142,947 1,826,084 Effect of potentially dilutive common stock warrants — 82,993 154,832 Effect of potentially dilutive restricted stock units 3,840 21,449 — Effect of potentially dilutive redeemable convertible preferred stock — — 8,192,876 Weighted average common shares outstanding — diluted 43,321,733 32,914,653 36,071,015 Net income per share attributable to Vital Farms, Inc. stockholders Basic $ 0.06 $ 0.31 $ 0.09 Diluted $ 0.06 $ 0.27 $ 0.07 For the years ended December 26, 2021 and December 27, 2020, options to purchase 23,744 shares of common stock and 826,883 shares of common stock, respectively, were excluded from the computation of diluted net income per share attributable to the Company’s common stockholders because including them would have been antidilutive. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 26, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Operating Leases: As of December 26, 2021, the Company was leasing approximately 9,100 square feet of office space and parking spaces in Austin, Texas. The lease expires in April 2026. The Company has the option to extend the lease agreement for successive periods of up to five years. The monthly lease payments, which include base rent charges of $19, are subject to periodic rent increases through April 2026. As of December 27, 2020, the Company was leasing warehouse space in Webb City, Missouri for 5,000 rentable pallet spaces. The monthly lease payments include base rent charges of $55. In October 2020, the lease was amended to terminate the agreement effective December 31, 2020. As of December 26, 2021, the Company was leasing approximately 92,000 square feet of warehouse space in Springfield, Missouri for 10,000 rentable pallet spaces under an operating lease expiring in September 2023 The Company recognizes rent expense on a straight-line basis over the respective lease period and has recorded deferred rent for rent expense incurred but not yet paid. During the years ended December 26, 2021, December 27, 2020, and December 29, 2019, the Company recognized rent expense, including associated common area maintenance charges, of $583, $444, and $358, respectively. As of December 26, 2021, future minimum lease payments under noncancelable operating leases are as follows: 2022 $ 1,476 2023 1,254 2024 471 2025 338 Thereafter 115 Total $ 3,654 Supplier Contracts: The Company purchases its egg inventories under supply contracts with farms. Purchase commitments contained in these arrangements are variable dependent upon the quantity of eggs produced by the farms. Accordingly, there are no estimable future purchase commitments associated with these supplier contracts. In addition, substantially all the Company’s supply contracts with farms contain components that meet the definition of embedded leases within the scope of Topic 840, Leases . These arrangements convey to the Company the right to control implicitly identified property, plant and equipment as it takes substantially all the utility generated by these assets over the term of the arrangements at a variable price. As total purchase commitments contained in these arrangements are variable, the amounts attributable to the lease components are contingent rentals; there are no minimum lease payments associated with these supply contracts. As the classification and timing of recognition of costs attributable to the eggs and embedded cost of the lease rentals are identical, the Company does not allocate the total purchase cost of eggs between the cost of the eggs and the embedded cost of the lease rentals or distinguish between them in its accounting records. The Company records the total purchase costs of eggs, which includes costs associated with the eggs and the corresponding costs of embedded lease rentals from the same arrangement, into inventory. These costs are expensed to cost of goods sold when the associated eggs are sold to customers. During the years ended December 26, 2021, December 27, 2020, and December 29, 2019, the Company recognized total costs associated with its supply contracts with farms of $108,707, $84,537, and $54,380, respectively. Indemnification Agreements: In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. As of December 26, 2021, the Company has not incurred any material costs as a result of such indemnifications. Litigation: The Company is subject to various claims and contingencies which 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. 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. The liability recorded includes probable and estimable legal costs incurred to date and future legal costs to the point in the legal matter where the Company believes a conclusion to the matter will be reached. 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. In January 2019, Ovabrite Inc. (“Ovabrite”) settled claims made pursuant to a lawsuit in which Ovabrite was the defendant and a countersuit in which Ovabrite was the plaintiff and recorded a related gain of $1,200, which is included in other income in the consolidated statements of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 26, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related Party Transactions Guarantor Warrant: The Company’s executive chairman and former Chief Executive Officer (the “Guarantor”) guaranteed the Company’s obligations under a line of credit agreement that was entered into in 2015 and that matured and was repaid in full in 2017. The Company issued a warrant to purchase 196,800 shares of the Company’s common stock at an exercise price of $1.43 to the Guarantor in exchange for his guaranty. See Note 12, “Common Stock and Common Stock Warrant.” The warrant expired on the earlier of June 12, 2020 or the completion of the IPO. In June 2020, the Guarantor exercised the warrant to purchase 196,800 shares of the Company’s common stock resulting in net proceeds of approximately $282. Ovabrite: Ovabrite is a related party because its founders are stockholders of the Company, with the majority stockholder in Ovabrite also serving as the Company’s executive chairman and member of the Company’s board of directors. Since Ovabrite’s incorporation in November 2016, the Company is deemed to have had a variable interest in Ovabrite, and Ovabrite is deemed to have been a VIE, of which the Company is the primary beneficiary. Accordingly, the Company has consolidated the results of Ovabrite since November 2016. All significant intercompany transactions between the Company and Ovabrite have been eliminated in consolidation. The Ovabrite entity is immaterial as of the year ended December 2 6 , 202 1 . Notes Receivable from Related Parties: In February 2019, the Company issued promissory notes in the aggregate amount of $4,000 to its founder and a former member of the board of directors that is currently a board observer, both of whom are also stockholders of the Company. The promissory notes bore monthly interest at LIBOR plus 2.0% and were to mature on the earlier of August 7, 2022 or the date of closing of a liquidity transaction which is defined as a merger, consolidation or sale of the Company’s assets or such time as the notes would be prohibited by the Sarbanes-Oxley Act (“Promissory Note Maturity Date”). All unpaid principal and accrued and unpaid interest was due on the Promissory Note Maturity Date. The borrower has the ability to prepay all or any portion of the promissory note at any time without premium or penalty. In November 2019, $3,200 of the promissory notes were repaid. In August 2020, the remaining $800 of the promissory notes were repaid. During the years ended December 26, 2021, December 27, 2020, the Company recorded interest income of $0 and $97, respectively, in connection with the promissory notes. Manna Tree Partners: In March 2019 and April 2019, the Company issued and sold an aggregate of 2,815,012 shares of common stock at a purchase price of $5.3286 per share, for an aggregate purchase price of $15,000, to entities associated with Manna Tree Partners. The co-founder and chief operating officer of Manna Tree Partners is a member of the Company’s board of directors. Sandpebble Builders Preconstruction, Inc.: The Company utilizes Sandpebble Builders Preconstruction, Inc. (“Sandpebble”) for project management and related services associated with the construction and expansion of Egg Central Station. The owner and principal of Sandpebble is the father of an executive of the Company. In connection with the services described above, the Company paid Sandpebble $1,037, $842, and $556 in 2021, 2020, and 2019, respectively. Amounts paid to Sandpebble are included in property, plant and equipment. Whole Foods Market, Inc: A member of the Company’s board of directors was, until February 2022, an executive vice president and senior advisor at Whole Foods. The Company serves the majority of its natural channel retail customers through food distributors, such as US Foods Inc. and United Natural Foods, Inc., who purchase, store, sell and deliver products to Whole Foods Market, Inc. While the Company cannot precisely determine its specific revenue attributable to Whole Foods, it is a significant customer. |
401(K) Savings Plan
401(K) Savings Plan | 12 Months Ended |
Dec. 26, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
401(K) Savings Plan | 18. 401(K) Savings Plan The Company established a defined contribution savings plan in 2017 under Section 401(k) of the Internal Revenue Code of 1986, as amended. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the Company’s board of directors. During the years ended December 26, 2021, December 27, 2020 and December 29, 2019, the Company made contributions totaling $651, $401, and $246 respectively, to the plan. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 26, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events In January 2022, management of the Company determined that the Company would cease production of its breakfast bars and egg bites products effective prior to the end of the first quarter ending March 27, 2022. The Company expects to incur charges of approximately $2.1 million related to these product discontinuations for inventory obsolescence and contract terminations during the quarter ending March 27, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 26, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates principally include revenue recognition, determination of useful lives for property and equipment, trade spend accruals, goodwill, allowance for doubtful accounts, inventory obsolescence, valuation of common stock prior to IPO, stock option valuations, accrual liabilities and income taxes. Actual results could differ from those estimates. As of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance related to the ongoing COVID-19 pandemic that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s consolidated financial statements. |
Deferred Offering Costs | Deferred Offering Costs: The Company capitalized certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings until such financings were completed. Upon closing the IPO in August 2020, all deferred offering costs were reclassified from prepaid and other current assets and recorded against the IPO proceeds reducing additional paid-in capital. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. The Company maintains deposits with large financial institutions that the Company believes are of high credit quality. At times the Company’s cash and cash equivalents balances with individual banking institutions are in excess of federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents balances. As of December 26, 2021 and December 27, 2020, the Company had customers that individually represented 10% or more of the Company’s accounts receivable, net. During fiscal years 2021, 2020, and 2019 the Company also had customers that individually exceeded 10% or more of the Company’s net revenue. Significant customer information is presented below as follows: Net Revenue Year Ended December 26, 2021 Net Revenue Year Ended December 27, 2020 Net Revenue Year Ended December 29, 2019 Accounts Receivable, Net As Of December 26, 2021 Accounts Receivable, Net As Of December 27, 2020 Customer A 18% 15% 35% 19% * Customer B 14% 18% * * 20% Customer C 10% 12% 11% * * Customer D 12% 13% 14% 13% 15% * Revenue and/or accounts receivable was less than 10%. The increase in net revenue for Customer A for fiscal 2021 is due a net shift in the Company’s distribution channels from Customer B to Customer A during the year ended December 26, 2021. Net revenue for Customers C and D increased from 2020 to 2021; however, growth from other existing customers and new customers resulted in net revenue from Customers C and D comprising a lower percentage of total net revenue . |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are all in financial institutions in the United States. As of December 26, 2021, cash and cash equivalents consisted of cash on deposit with balances denominated in U.S. dollars and investments in money market funds. |
Investment Securities | Investment Securities: The Company accounts for its investment securities in accordance with ASC Topic 320, Investments-Debt and Equity Securities . The Company considers all of its debt securities for which there is a determinable fair market value, and there are no restrictions on the Company's ability to sell within the next 12 months as available-for-sale. We have classified these securities as current, because the amounts invested are available for current operations. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a separate component of stockholders' equity. The amortized cost of debt securities is adjusted for premiums and accretion of discounts to maturity. Such amortization is recorded in interest income. The cost of securities sold is based on the specific identification method. Realized gains and losses on the sale of debt securities and declines in value due to credit-related factors are recorded in other income. Interest and dividends on securities classified as available-for-sale are recorded in interest income. |
Variable Interest Entity | Variable Interest Entity: The Company consolidates all entities where a controlling financial interest exists. The Company has considered its relationships with a certain entity to determine whether the Company has a variable interest in that entity, and if so, whether the Company is the primary beneficiary of the relationship. GAAP requires variable interest entities (“VIEs”) to be consolidated if an entity’s interest in the VIE is a controlling financial interest. Under the variable model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with GAAP. |
Segment Information | Segment Information: The Company operates and manages its business as one reportable and operating segment. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of evaluating financial performance and allocating resources. All of the Company’s long-lived assets and customers are located in the United States. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of inputs that may be used to measure fair value are defined below: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. |
Accounts Receivable | Accounts Receivable: Accounts receivable are stated at invoice value less estimated allowances for doubtful accounts. The Company establishes an allowance for doubtful accounts as losses are estimated to have occurred through a provision for bad debts charged to earnings. Losses are charged against the allowance when management believes the receivable is no longer collectible. These losses have been immaterial to date. Subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful accounts is evaluated on a regular basis by management and is based on the credit risk of specific customers, past collection history, and management’s evaluation of accounts receivable. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. As of December 26, 2021 and December 27, 2020, the Company recorded an allowance for doubtful accounts of $269 and $196 in the accompanying consolidated balance sheets. |
Inventories | Inventories: Inventories are stated at the lower of cost (determined under the first-in, first-out method) or net realizable value. Inventory includes eggs and egg related products, butter and butter related products, packaging, feed, laying hens, pullets, merchandise and equipment parts. A reduction in the carrying value of an inventory item from cost to net realizable value is recorded in cost of goods sold with the offset to inventory. Any inventory that does not meet the quality control standards of the Company is separated and written down to its net realizable value. |
Property, Plant and Equipment | Property, Plant and Equipment, Net: Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives. The general range of useful lives of other property, plant and equipment is as follows: Estimated Useful Life Land N/A Building and improvements 39 years Vehicles 5 years Machinery and equipment 2 to 7 years Furniture and fixtures 5 years Leasehold improvements Lesser of lease term or 5 years When assets are sold or retired, the cost and related accumulated depreciation or amortization of assets disposed of are removed from the accounts, with any resulting gain or loss recorded in other income (expense), net in the consolidated statements of operations. Costs of repairs and maintenance are expensed as incurred. |
Goodwill | Goodwill: Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually on the first day of the fourth fiscal quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s goodwill impairment test is performed at the enterprise level given the single reporting unit. The Company first assesses qualitative factors to determine whether events or circumstances existed that would lead the Company to conclude that it is more likely than not that the fair value of the reporting unit is below its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is below the carrying amount, a quantitative goodwill assessment is required. In the quantitative evaluation, the fair value of the reporting unit is determined and compared to the carrying value. If the fair value is greater than the carrying value, then the carrying value is deemed to be recoverable and no further action is required. If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying amount exceeds the reporting unit’s fair value and a charge is reported as impairment of goodwill in the consolidated statements of operations. To date, the Company has not recorded any impairment charges associated with its goodwill. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets: The Company reviews the carrying value of property, plant and equipment for impairment whenever events and circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects and the effects of obsolescence, demand, competition and other economic factors. The Company did not recognize an impairment loss during the years ended December 26, 2021, December 27, 2020, and December 29, 2019. |
Contingent Consideration | Contingent Consideration: In connection with the Company’s acquisition of certain assets of Heartland Eggs, LLC in 2014, the Company was required to make royalty payments to prior owners of certain assets of Heartland Eggs. The royalty payments are contingent on the Company’s future purchase of eggs from supplier contracts that were acquired in the certain assets of Heartland Eggs acquisition. The royalty payments are deemed to be contingent because the future egg purchases are not guaranteed, and the timing and amount of any such purchases are unknown. The fair value of the contingent consideration was determined at the acquisition date using unobservable inputs (Level 3 inputs). These inputs included projected financial information, market volatility, risk-adjusted discount rates and timing of contractual payments. Subsequent to the acquisition date, at each reporting date, the contingent consideration liability is remeasured to fair value with changes in fair value recorded within selling, general and administrative expenses in the Company’s consolidated statements of operations. |
Noncontrolling Interest | Noncontrolling Interest: The Company recognizes noncontrolling interest related to VIEs, in which the Company is the primary beneficiary, as equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income or loss attributable to noncontrolling interests is included in consolidated net income on the face of the consolidated statements of operations. Changes in the parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. In addition, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. Affiliate equity interests where the Company has certain rights to demand settlement are presented at their current redemption values, as redeemable noncontrolling interest in the consolidated balance sheet. Because these transactions take place between entities under common control, any gains or losses attributable to these transactions are required to be included within additional paid-in-capital on the consolidated balance sheets. |
Income Taxes | Income Taxes: Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements. In estimating future tax consequences, the Company considers all expected future events other than enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized. The Company follows the provisions of the authoritative guidance from the Financial Accounting Standards Board (“FASB”) on accounting for uncertainty in income taxes. These provisions provide a comprehensive model for the recognition, measurement and disclosure in financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. Under these provisions, a company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. Assessing an uncertain tax position begins with the initial determination of the sustainability of the position and is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed. Additionally, the Company must accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 26, 2021 and December 27, 2020 the Company had no accrued interest or penalties related to uncertain tax positions. |
Net Income (Loss) per Share Attributable to Vital Farms, Inc. Common Stockholders | Net Income (Loss) per Share Attributable to Vital Farms, Inc. Common Stockholders: The Company applies the two-class method to compute basic and diluted net (loss) income per share attributable to the Company’s common stockholders when shares meet the definition of participating securities. The two-class method determines net income per share for each class of the Company’s common stock and Preferred Stock according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between the Company’s common stock and Preferred Stock based upon their respective rights to share in the earnings as if all income for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the Preferred Stock does not have a contractual obligation to share in the Company’s losses. Basic net income per share attributable to the Company’s stockholders is computed by dividing net income by the weighted-average number of shares outstanding during the period without consideration of potentially dilutive common stock. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue shares of the Company’s common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless inclusion of such shares would be anti-dilutive. For periods in which the Company reports net losses, diluted net loss per common share attributable to the Company’s common stockholders is the same as basic net loss, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Revenue Recognition | Revenue Recognition: The Company generates revenue primarily through sales of products to its customers, which include natural channel retailers, mainstream channel retailers and foodservice partners. The Company sells its products to customers on a purchase-order basis. Revenue is recognized when control of the product is transferred to the customer and the related performance obligation is satisfied, which typically occurs upon delivery of the product to the customer, for an amount that reflects the net consideration the Company expects to receive in exchange for delivering the product. We offer sales incentives through various programs to customers and allow deductions from our customers, which may include credits or discounts to customers in the event that products do not conform to customer specifications or expire at a customer’s site. The cost associated with promotions and chargebacks is estimated and recorded as a reduction in revenue and is recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of this cost therefore requires management judgement regarding the volume of promotional offers that will be redeemed. Differences between estimated cost and actual redemptions are recognized as a change in management estimate in a subsequent period. |
Treasury Stock | Treasury Stock: The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct the par value from the Company’s common stock and to reflect any excess of cost over par value as a reduction to additional paid-in capital (to the extent created by previous issuances of the shares). |
Shipping and Distribution | Shipping and Distribution: The Company’s shipping and distribution costs include costs incurred with third-party carriers to transport products to customers and salaries and overhead costs related to activities to prepare the Company’s products for shipment. Shipping and distribution costs were $24,979, $14,904, and $10,001 during the years ended December 26,2021, December 27, 2020 and December 29, 2019, respectively. Freight-in costs are included within Cost of Goods Sold and were $7,623, $5,126, and $3,012 during the years ended December 26, 2021, December 27, 2020 and December 29, 2019, respectively. |
Stock-Based Compensation | Stock-Based Compensation: The Company measures all stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense for those awards, over the requisite service period, which is generally the vesting period of the respective award. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the fair market value of the Company’s common stock, expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Advertising and Promotion Expenses | Advertising and Promotion Expenses: Advertising and promotion expenses consist primarily of production costs and the costs to communicate the advertisements to promote and market the Company’s products. Production costs such as idea development, artwork, audio and video crews and other up-front development costs are expensed the first time the associated advertising campaign is launched or aired. The costs to communicate the advertisements such as airtime and distribution costs are expensed as incurred. During the years ended December 26, 2021, December 27, 2020, and December 29, 2019, the Company incurred advertising and promotion expenses of approximately $11,469, $9,815, and $10,320, respectively |
Emerging Growth Company Status | Emerging Growth Company Status: The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised financial accounting standards until such time as those standards apply to private companies. The Company elected to use the extended transition period for complying with the adoption of new or revised accounting standards, and, as a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company effective dates. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements: In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted ASU 2020-04 on March 12, 2020 and the adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) and also issued subsequent amendments to the initial guidance, ASU 2017-13, ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20, ASU 2019-01, ASU 2019-10, ASU 2020-02, and ASU 2020-05 (collectively, “Topic 842”). The guidance in Topic 842 supersedes the leasing guidance in Topic 840, Leases . Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statement of operations. An entity may adopt the guidance either (1) retrospectively to each prior reporting period presented in the financial statements with a cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The Company expects to adopt Topic 842 retrospectively at the beginning of the period of adoption, December 27, 2021, through a cumulative-effect adjustment, and will not apply the new standard to comparative periods presented. The new standard provides a number of practical expedients. Upon adoption, the Company expects to elect all of the practical expedients available. The Company is currently evaluating the impact of its pending adoption of Topic 842 on its consolidated financial statements. It is anticipated that the primary impact of the adoption of Topic 842 will be the recording of a right-of-use asset and related lease liability of approximately $4.0 million on the Company’s consolidated balance sheet. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for years beginning after December 15, 2021, and interim periods within years beginning after December 15, 2022. The Company expects to adopt ASU 2019-12 on December 26, 2022. Although the Company is currently evaluating the impact of the adoption of ASU 2019-12, the Company does not expect it to have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Customers Information | Significant customer information is presented below as follows: Net Revenue Year Ended December 26, 2021 Net Revenue Year Ended December 27, 2020 Net Revenue Year Ended December 29, 2019 Accounts Receivable, Net As Of December 26, 2021 Accounts Receivable, Net As Of December 27, 2020 Customer A 18% 15% 35% 19% * Customer B 14% 18% * * 20% Customer C 10% 12% 11% * * Customer D 12% 13% 14% 13% 15% * Revenue and/or accounts receivable was less than 10%. |
Schedule of Useful Lives of Property Plant and Equipment | The general range of useful lives of other property, plant and equipment is as follows: Estimated Useful Life Land N/A Building and improvements 39 years Vehicles 5 years Machinery and equipment 2 to 7 years Furniture and fixtures 5 years Leasehold improvements Lesser of lease term or 5 years |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value | The following table presents information about the Company’s financial assets measured at fair value on a recurring basis: Fair Value Measurements as of December 26, 2021, Using: Level 1 Level 2 Level 3 Total Assets: US Corporate Bonds and US Denominated Foreign Bonds $ — $ 64,452 $ — $ 64,452 Commercial Paper — 2,999 — 2,999 Money Market 20,101 — — 20,101 US Treasury — 1,170 — 1,170 Total assets measured at fair value $ 20,101 $ 68,621 $ — $ 88,722 Fair Value Measurements as of December 27, 2020, Using: Level 1 Level 2 Level 3 Total Assets: US Corporate Bonds and US Denominated Foreign Bonds $ — $ 58,630 $ — $ 58,630 Commercial Paper — 6,697 — 6,697 Money Market 25,469 — — 25,469 US Treasury — 3,030 — 3,030 Total assets measured at fair value $ 25,469 $ 68,357 $ — $ 93,826 |
Summary of Financial Liabilities Measured at Fair Value on a Recurring Basis | The following tables presents information about the Company’s financial liabilities measured at fair value on a recurring basis: Fair Value Measurements as of December 26, 2021, Using: Liabilities: Level 1 Level 2 Level 3 Total Contingent consideration, current $ — $ — $ 19 $ 19 Contingent consideration, non-current — — - - Total liabilities measured at fair value $ — $ — $ 19 $ 19 Fair Value Measurements as of December 27, 2020, Using: Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration, current $ — $ — $ 109 $ 109 Contingent consideration, non-current — — 18 18 Total liabilities measured at fair value $ — $ — $ 127 $ 127 |
Schedule of Unobservable Inputs and Valuation of Contingent Consideration | The following table presents the unobservable inputs incorporated into the valuation of contingent consideration: Unobservable Input December 26, 2021 December 27, 2020 Estimated dozens of eggs to be supplied 275,250 1,885,660 Royalty rate per dozen eggs $ 0.07 $ 0.07 Estimated future royalty expense $ 19 $ 132 Discount interval (in years) 0.5 1.4 |
Investment Securities (Tables)
Investment Securities (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Investment Securities | The following table summarizes the Company’s investment securities as of December 26, 2021: Amortized Cost Unrealized Losses Fair Value US Corporate Bonds and US Dollar Denominated Foreign Bonds $ 64,816 $ (364 ) $ 64,452 Commercial Paper 2,999 — 2,999 US Treasury 1,177 (7 ) 1,170 Total $ 68,992 $ (371 ) $ 68,621 The following table summarizes the Company’s investment securities as of December 27, 2020: Amortized Cost Unrealized Losses Fair Value US Corporate Bonds and US Dollar Denominated Foreign Bonds $ 58,671 $ (41 ) $ 58,630 Commercial Paper 6,697 — 6,697 US Treasury 3,030 — 3,030 Total $ 68,398 $ (41 ) $ 68,357 |
Summary of Contractual Maturities of Investment Securities | Contractual maturities of investment securities as of December 26, 2021 are as follows: Amortized Cost Fair Value Due within one year $ 25,656 $ 25,638 Due in 1-5 years 43,336 42,983 Total available-for-sale $ 68,992 $ 68,621 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Net Revenue by Primary Product | The following table summarizes the Company’s net revenue by primary product for the periods presented: Fiscal Year Ended December 26, 2021 December 27, 2020 December 29, 2019 Net Revenue: Eggs and egg related products $ 239,967 $ 196,695 $ 128,579 Butter and butter related products 20,934 17,585 12,154 Net Revenue $ 260,901 $ 214,280 $ 140,733 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Receivables [Abstract] | |
Schedule of Changes in Allowance for Doubtful Accounts Receivable | Changes in the allowance for doubtful accounts were as follows: Allowance for doubtful accounts As of December 29, 2019 $ (304 ) Provisions Charged to Operating Results (217 ) Account Write-off and Recoveries 325 As of December 27, 2020 $ (196 ) Provisions Charged to Operating Results (184 ) Account Write-off and Recoveries 111 As of December 26, 2021 $ (269 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of the periods presented: December 26, 2021 December 27, 2020 Eggs and egg related products $ 5,422 $ 6,407 Butter and butter related products 2,359 3,347 Packaging 2,166 1,997 Other 998 1,151 $ 10,945 $ 12,902 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consisted of the following as of the periods presented: December 26, 2021 December 27, 2020 Land $ 525 $ 525 Buildings and improvements 14,214 14,297 Vehicles 695 551 Machinery and equipment 15,523 12,473 Leasehold improvements 830 973 Furniture and fixtures 503 447 Construction in progress 21,164 6,654 53,454 35,920 Less: Accumulated depreciation and amortization (8,846 ) (5,802 ) Property, plant and equipment, net $ 44,608 $ 30,118 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of the periods presented: December 26, 2021 December 27, 2020 Accrued promotions and expired product credits $ 3,599 $ 2,724 Accrued employee related costs 3,039 3,718 Accrued offering costs — 123 Accrued distribution fees and freight 3,875 436 Accrued accounting and legal fees 344 238 Accrued marketing and commissions 769 739 Accrued purchases of inventory 1,197 1,088 Property, plant and equipment 1,258 502 Other 1,043 277 Accrued liabilities $ 15,124 $ 9,845 |
Common Stock and Common Stock_2
Common Stock and Common Stock Warrant (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance | As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following: December 26, 2021 December 27, 2020 Options to purchase common stock 4,927,033 5,815,684 Restricted stock units 107,867 45,000 Shares available for grant under the 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan 9,993,187 7,615,143 Total 15,028,087 13,475,827 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Assumptions Utilized to Calculate Fair Value of Stock Options Granted | The following assumptions were utilized to calculate the fair value of stock options granted during the fiscal periods indicated: December 26, 2021 December 27, 2020 December 29, 2019 Expected term (in years) 6.0 - 6.5 5.2 - 6.5 5.4 - 6.5 Expected stock price volatility 28.5% - 29.4% 29.1% - 42.9% 39.5% - 47.0% Risk-free interest rate 0.57% - 1.36% 0.34% - 0.49% 1.4% - 2.38% Expected dividend yield 0% 0% 0% Weighted average fair value at grant date $ 7.31 $ 6.83 $ 2.31 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 27, 2020: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 27, 2020 5,815,684 $ 6.87 6.7 $ 112,762 Granted 565,593 $ 24.05 Exercised (1,034,929 ) $ 2.68 $ 20,343 Cancelled (419,315 ) $ 12.17 Outstanding as of December 26, 2021 4,927,033 $ 9.25 6.5 $ 48,222 Options exercisable as of December 26, 2021 2,572,316 $ 4.70 5.1 $ 33,605 Options vested and expected to vest as of December 26, 2021 4,918,003 $ 9.26 6.5 $ 48,099 The following table summarizes the Company’s stock option activity since December 29, 2019: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 29, 2019 5,413,064 $ 3.73 7.3 $ 60,059 Granted 985,519 $ 22.98 Exercised (66,062 ) $ 2.85 $ 1,022 Cancelled (516,837 ) $ 3.76 Outstanding as of December 27, 2020 5,815,684 $ 6.87 6.7 $ 112,762 Options exercisable as of December 27, 2020 2,751,727 $ 2.59 4.7 $ 63,061 Options vested and expected to vest as of December 27, 2020 5,815,684 $ 6.87 6.7 $ 112,762 |
Summary of Restricted Stock Unit Activity | The following table summarizes the Company’s restricted stock unit activity since December 29, 2019: Number of RSUs Weighted- Average Fair Price Unvested as of December 29, 2019 — $ — Granted 48,097 $ 37.63 Vested (3,097 ) $ 37.97 Forfeited — $ — Unvested as of December 27, 2020 45,000 $ 37.61 Granted 80,324 $ 23.71 Vested (15,000 ) $ 37.61 Forfeited (2,457 ) $ 25.78 Unvested as of December 26, 2021 107,867 $ 27.53 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | For the years ended December 26, 2021, December 27, 2020, and December 29, 2019 the provision for income taxes consisted of the following: December 26, 2021 December 27, 2020 December 29, 2019 Current: Federal $ 225 $ 587 $ 867 State 282 412 187 Deferred: Federal (2,164 ) 1,677 (88 ) State (371 ) 94 140 (Benefit) provision for income taxes $ (2,028 ) $ 2,770 $ 1,106 |
Reconciliation of Federal Statutory Income Tax Provision | The Company’s income before income taxes is entirely derived from domestic sources for all periods presented. The reconciliation of the federal statutory income tax provision to the Company’s effective income tax provision is as follows: December 26, 2021 December 27, 2020 December 29, 2019 Provision at statutory rate of 21% $ 74 $ 2,446 $ 929 State income taxes (416 ) 300 258 Stock-based compensation (2,846 ) 373 - Non-deductible costs 12 211 604 Charitable deduction (88 ) (206 ) (629 ) Change in deferred tax asset valuation allowance 774 (138 ) 23 Other, net 462 (216 ) (79 ) (Benefit) provision for income taxes $ (2,028 ) $ 2,770 $ 1,106 |
Schedule of Deferred Income Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred income tax assets and liabilities at December 26, 2021 and December 27, 2020 were comprised of the following: December 26, 2021 December 27, 2020 Deferred tax assets: Accrued expenses $ 1,383 $ 1,144 Allowances and other reserves 212 80 Inventory 387 368 Net operating loss carryforwards 2,220 27 Charitable contributions 774 322 Stock-based compensation 460 205 Other 90 11 Total deferred tax assets 5,526 2,157 Less: Valuation allowance (774 ) - Net deferred tax assets $ 4,752 $ 2,157 Deferred tax liabilities: Prepaid expenses $ 784 $ 906 Property and equipment 3,610 3,497 Intangibles 279 291 Total deferred tax liabilities 4,673 4,694 Net deferred tax assets or liabilities $ 79 $ 2,537 |
Schedule of Deferred Tax Asset Valuation Allowance | The activity in the Company’s deferred tax asset valuation allowance for the years ended December 26, 2021 and December 27, 2020 was as follows: December 26, 2021 December 27, 2020 Valuation allowance as of beginning of year $ - $ 138 Increases recorded to income tax provision 774 — Decreases recorded as benefit to income tax provision - (138 ) Valuation allowance as of end of year $ 774 $ - |
Unrecognized Tax Benefits | The following table reflects changes in gross unrecognized tax benefits: December 26, 2021 December 27, 2020 Gross tax contingencies as of beginning of year $ 219 $ 272 Increase in gross tax contingencies - 219 Decrease in gross tax contingencies - (272 ) Gross tax contingencies as of end of year $ 219 $ 219 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share | Basic and diluted net income per share attributable to the Company’s common stockholders were calculated as follows: Fiscal Year Ended December 26, 2021 December 27, 2020 December 29, 2019 Numerator: Net income $ 2,382 $ 8,884 $ 3,312 Less: Net (loss) income attributable to noncontrolling interests (47 ) 84 927 Net income attributable to Vital Farms, Inc. stockholders’ — basic and diluted $ 2,429 $ 8,800 $ 2,385 Denominator: Weighted average common shares outstanding — basic 40,027,278 28,667,264 25,897,223 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive stock options 3,290,615 4,142,947 1,826,084 Effect of potentially dilutive common stock warrants — 82,993 154,832 Effect of potentially dilutive restricted stock units 3,840 21,449 — Effect of potentially dilutive redeemable convertible preferred stock — — 8,192,876 Weighted average common shares outstanding — diluted 43,321,733 32,914,653 36,071,015 Net income per share attributable to Vital Farms, Inc. stockholders Basic $ 0.06 $ 0.31 $ 0.09 Diluted $ 0.06 $ 0.27 $ 0.07 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 26, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments Under Noncancelable Operating Leases | As of December 26, 2021, future minimum lease payments under noncancelable operating leases are as follows: 2022 $ 1,476 2023 1,254 2024 471 2025 338 Thereafter 115 Total $ 3,654 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) | Jul. 22, 2020 | Nov. 30, 2020USD ($)shares | Aug. 31, 2020USD ($)$ / sharesshares | Dec. 26, 2021shares | Dec. 27, 2020shares | Apr. 30, 2019$ / shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Date of incorporation | Jun. 6, 2013 | |||||
Forward stock split | 2.46-for-1 | |||||
Forward stock split conversion ratio | 2.46 | |||||
Share price | $ / shares | $ 5.0087 | |||||
Common stock, shares issued | 40,493,969 | 39,444,040 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
IPO | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Shares issued | 10,699,573 | |||||
Share price | $ / shares | $ 22 | |||||
Common stock, shares issued | 5,040,323 | |||||
Additional common stock shares issued | 5,659,250 | |||||
Gross proceeds from sale of common stock | $ | $ 110,887 | |||||
Shares issued upon conversion of preferred stock | 8,192,876 | |||||
Preferred stock, shares outstanding | 0 | |||||
IPO | Maximum | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Additional common stock shares issued | 1,395,596 | |||||
Secondary Public Offering | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Shares issued | 5,000,000 | |||||
Gross proceeds from sale of common stock | $ | $ 0 | |||||
Stock issuance cost | $ | $ 500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Significant Customers Information (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
Net Revenue | Customer A | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 18.00% | 15.00% | 35.00% |
Net Revenue | Customer B | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 14.00% | 18.00% | |
Net Revenue | Customer C | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | 12.00% | 11.00% |
Net Revenue | Customer D | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 12.00% | 13.00% | 14.00% |
Accounts Receivable | Customer A | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 19.00% | ||
Accounts Receivable | Customer B | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 20.00% | ||
Accounts Receivable | Customer D | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 13.00% | 15.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 26, 2021USD ($)Segment | Dec. 27, 2020USD ($) | Dec. 29, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of reportable segment | Segment | 1 | ||
Number of operating segment | Segment | 1 | ||
Allowance for doubtful accounts | $ 269,000 | $ 196,000 | $ 304,000 |
Impairment of long-lived assets | 0 | 0 | 0 |
Accrued interest or penalties on uncertain tax position | 0 | 0 | |
Shipping and distribution costs | 24,979,000 | 14,904,000 | 10,001,000 |
Cost of goods sold | 178,002,000 | 139,752,000 | 97,856,000 |
Marketing and advertising expense | $ 11,469,000 | 9,815,000 | 10,320,000 |
ASU 2020-04 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Mar. 12, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
ASU 2016-02 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Right-of-use asset | $ 4,000,000 | ||
Lease liability | 4,000,000 | ||
Freight | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Cost of goods sold | $ 7,623,000 | $ 5,126,000 | $ 3,012,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Useful Lives of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 26, 2021 | |
Land | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | N/A |
Buildings and Improvements | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 39 years |
Vehicles | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 5 years |
Machinery and Equipment | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 2 years |
Machinery and Equipment | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 7 years |
Furniture and Fixtures | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | 5 years |
Leasehold Improvements | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment, estimated useful life | Lesser of lease term or 5 years |
Fair Value - Schedule of Financ
Fair Value - Schedule of Financial Assets Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Dec. 26, 2021 | Dec. 27, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | $ 88,722 | $ 93,826 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 20,101 | 25,469 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 68,621 | 68,357 |
US Corporate Bonds and US Denominated Foreign Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 64,452 | 58,630 |
US Corporate Bonds and US Denominated Foreign Bonds | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 64,452 | 58,630 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 2,999 | 6,697 |
Commercial Paper | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 2,999 | 6,697 |
Money Market | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 20,101 | 25,469 |
Money Market | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 20,101 | 25,469 |
US Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 1,170 | 3,030 |
US Treasury Securities | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | $ 1,170 | $ 3,030 |
Fair Value - Summary of Financi
Fair Value - Summary of Financial Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 26, 2021 | Dec. 27, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Contingent consideration, current | $ 19 | $ 109 |
Contingent consideration, non-current | 18 | |
Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Contingent consideration, current | 19 | 109 |
Contingent consideration, non-current | 18 | |
Total liabilities measured at fair value | 19 | 127 |
Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Contingent consideration, current | 19 | 109 |
Contingent consideration, non-current | 18 | |
Total liabilities measured at fair value | $ 19 | $ 127 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 26, 2021 | Dec. 27, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair value, liabilities, level 1 to level 2 transfers | $ 0 | $ 0 |
Fair value, liabilities, level 2 to level 1 transfers | 0 | 0 |
Fair value, liabilities, transfers into level 3 | 0 | 0 |
Fair value, liabilities, transfers out of level 3 | 0 | 0 |
Unrealized (gain) loss on fair value of contingent consideration | $ 44,000 | $ (333,000) |
Fair Value - Schedule of Unobse
Fair Value - Schedule of Unobservable Inputs and Valuation of Contingent Consideration (Details) - Level 3 $ in Thousands | 12 Months Ended | |
Dec. 26, 2021USD ($)USD_per_DozenDozen | Dec. 27, 2020USD ($)USD_per_DozenDozen | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Estimated dozens of eggs to be supplied | Dozen | 275,250 | 1,885,660 |
Royalty rate per dozen eggs | USD_per_Dozen | 0.07 | 0.07 |
Estimated future royalty expense | $ | $ 19 | $ 132 |
Discount interval (in years) | 6 months | 1 year 4 months 24 days |
Investment Securities - Summary
Investment Securities - Summary of Investment Securities (Details) - USD ($) $ in Thousands | Dec. 26, 2021 | Dec. 27, 2020 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 68,992 | $ 68,398 |
Unrealized Losses | (371) | (41) |
Fair Value | 68,621 | 68,357 |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,999 | 6,697 |
Fair Value | 2,999 | 6,697 |
US Corporate Bonds and US Denominated Foreign Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 64,816 | 58,671 |
Unrealized Losses | (364) | (41) |
Fair Value | 64,452 | 58,630 |
US Treasury Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,177 | 3,030 |
Unrealized Losses | (7) | |
Fair Value | $ 1,170 | $ 3,030 |
Investment Securities - Additio
Investment Securities - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2020 | Dec. 26, 2021 | Dec. 27, 2020 | |
Investments Debt And Equity Securities [Abstract] | |||
Available-for-sale debt securities purchased | $ 68,336,000 | $ 51,688,000 | |
Proceeds from the sales and maturities of available-for-sale debt securities | 40,874 | ||
Realized losses on sales and maturities | 1,000 | ||
Proceeds from the call redemptions of available-for-sale debt securities | 10,752,000 | ||
Realized losses on call redemptions | 54,000 | ||
Securities incurred unrealized losses | 330,000 | ||
Securities related tax benefit | $ 80,000 | $ 10,000 |
Investment Securities - Summa_2
Investment Securities - Summary of Contractual Maturities of Investment Securities (Details) - USD ($) $ in Thousands | Dec. 26, 2021 | Dec. 27, 2020 |
Investments Debt And Equity Securities [Abstract] | ||
Due within one year Amortized Cost | $ 25,656 | |
Due in 1-5 years Amortized Cost | 43,336 | |
Amortized Cost | 68,992 | $ 68,398 |
Due within one year Fair Value | 25,638 | |
Due in 1-5 years Fair Value | 42,983 | |
Total available-for-sale Fair Value | $ 68,621 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Revenue by Primary Product (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Net revenue | $ 260,901 | $ 214,280 | $ 140,733 |
Eggs and Egg Related Products | |||
Disaggregation Of Revenue [Line Items] | |||
Net revenue | 239,967 | 196,695 | 128,579 |
Butter and Butter Related Products | |||
Disaggregation Of Revenue [Line Items] | |||
Net revenue | $ 20,934 | $ 17,585 | $ 12,154 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 27, 2020USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Revenue resulting from reduction of sales promotion incentive related to prior year sales | $ 624 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) $ in Thousands | Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 |
Receivables [Abstract] | |||
Accounts receivable, net | $ 26,938 | $ 20,934 | |
Allowance for doubtful accounts | $ 269 | $ 196 | $ 304 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 26, 2021 | Dec. 27, 2020 | |
Receivables [Abstract] | ||
Allowance for doubtful accounts, Beginning balance | $ (196) | $ (304) |
Provisions Charged to Operating Results | (184) | (217) |
Account Write-off and Recoveries | 111 | 325 |
Allowance for doubtful accounts, Ending balance | $ (269) | $ (196) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 26, 2021 | Dec. 27, 2020 |
Inventory [Line Items] | ||
Inventories | $ 10,945 | $ 12,902 |
Eggs and Egg Related Products | ||
Inventory [Line Items] | ||
Inventories | 5,422 | 6,407 |
Butter and Butter Related Products | ||
Inventory [Line Items] | ||
Inventories | 2,359 | 3,347 |
Packaging | ||
Inventory [Line Items] | ||
Inventories | 2,166 | 1,997 |
Other | ||
Inventory [Line Items] | ||
Inventories | $ 998 | $ 1,151 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
Inventory Disclosure [Abstract] | |||
Laying-hen costs amortized to cost of goods sold | $ 232 | $ 375 | $ 484 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 26, 2021 | Dec. 27, 2020 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 53,454 | $ 35,920 |
Less: Accumulated depreciation and amortization | (8,846) | (5,802) |
Property, plant and equipment, net | 44,608 | 30,118 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 525 | 525 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,214 | 14,297 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 695 | 551 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 15,523 | 12,473 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 830 | 973 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 503 | 447 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 21,164 | $ 6,654 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization of property, plant and equipment | $ 3,540 | $ 2,550 | $ 1,921 |
Machinery and Equipment | |||
Property Plant And Equipment [Line Items] | |||
Capital leases included in property, plant and equipment | $ 876 | $ 1,193 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 26, 2021 | Dec. 27, 2020 |
Payables And Accruals [Abstract] | ||
Accrued promotions and expired product credits | $ 3,599 | $ 2,724 |
Accrued employee related costs | 3,039 | 3,718 |
Accrued offering costs | 123 | |
Accrued distribution fees and freight | 3,875 | 436 |
Accrued accounting and legal fees | 344 | 238 |
Accrued marketing and commissions | 769 | 739 |
Accrued purchases of inventory | 1,197 | 1,088 |
Property, plant and equipment | 1,258 | 502 |
Other | 1,043 | 277 |
Accrued liabilities | $ 15,124 | $ 9,845 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2020 | Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | Oct. 31, 2017 | |
Debt Instrument [Line Items] | |||||
Interest expense | $ 52,000 | $ 488,000 | $ 349,000 | ||
Amortization of debt issuance costs | 0 | 68,000 | $ 9,000 | ||
Future principal payments for capital lease payments in December 2022 | $ 327,000 | ||||
Capital lease obligations expire | 2022-08 | ||||
Proceeds from Paycheck Protection Program loan | 2,593,000 | ||||
Repayment of Paycheck Protection Program loan | $ 2,593,000 | ||||
CARES Act | |||||
Debt Instrument [Line Items] | |||||
Proceeds from Paycheck Protection Program loan | $ 2,593,000 | ||||
Number of times of average monthly payroll expense as loan amount | 2.5 times | ||||
Repayment of Paycheck Protection Program loan | $ 2,593,000 | ||||
Revolving Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Outstanding debt | $ 0 | ||||
PNC Bank, National Association | Revolving Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 10,000,000 | ||||
Debt instrument, maturity | 2024-04 | ||||
PNC Bank, National Association | Revolving Line of Credit | Sixth Amendment | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 20,000,000 | ||||
PNC Bank, National Association | Revolving Line of Credit | Sixth Amendment | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument basis spread on variable rate | 2.00% | ||||
PNC Bank, National Association | Revolving Line of Credit | Sixth Amendment | Alternate Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument basis spread on variable rate | 1.00% | ||||
PNC Bank, National Association | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | 4,700,000 | ||||
PNC Bank, National Association | Equipment Loan | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 1,500,000 | ||||
PNC Bank, National Association | Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility covenant terms | The Credit Facility is secured by all of the Company’s assets (other than real property and certain other property excluded pursuant to the terms of the Credit Facility) and requires the Company to comply with three financial covenants: a fixed charge coverage ratio, a leverage ratio and a minimum tangible net worth requirement. The Credit Facility also contains various covenants relating to limitations on indebtedness, acquisitions, mergers, consolidations and the sale of properties and liens. | ||||
Line of credit facility covenant compliance | As of December 26, 2021, the Company was in compliance with all covenants under the Credit Facility. | ||||
PNC Bank, National Association | Credit Facility | Term Loan And Equipment Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument eliminated | 2021-04 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Additional Information (Details) - $ / shares | 1 Months Ended | |
Aug. 31, 2020 | Dec. 26, 2021 | |
Class Of Stock [Line Items] | ||
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, authorized | 10,000,000 | |
Preferred stock, par value per share | $ 0.0001 | |
Preferred stock, shares issued | 0 | |
IPO | ||
Class Of Stock [Line Items] | ||
Shares issued upon conversion of preferred stock | 8,192,876 | |
Preferred stock convertible into common stock conversion ratio | 100.00% | |
Preferred stock, shares outstanding | 0 |
Common Stock and Common Stock_3
Common Stock and Common Stock Warrant - Additional Information (Details) - USD ($) | Jun. 09, 2020 | Aug. 31, 2020 | Apr. 30, 2019 | Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 |
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 | 40,493,969 | 39,444,040 | ||||
Common stock, shares outstanding | 40,493,969 | 39,440,040 | ||||
Shares purchase price per share | $ 5.0087 | |||||
Number of common stock shares repurchase during the period | 2,852,770 | |||||
Proceed from repurchase of common stock | $ 14,289,000 | $ 14,289,000 | ||||
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 | |||||
Proceeds from exercise of warrant | $ 283,000 | |||||
Treasury Stock | ||||||
Class Of Stock [Line Items] | ||||||
Number of common stock shares repurchase during the period | 2,852,770 | |||||
Retirement of treasury stock, Shares | 5,494,918 | 5,494,918 | ||||
Guarantor | ||||||
Class Of Stock [Line Items] | ||||||
Warrants issued to purchase of common stock shares | 196,800 | |||||
Warrant exercise price per share | $ 1.43 | |||||
Proceeds from exercise of warrant | $ 282,000 | |||||
Manna Tree Partners | ||||||
Class Of Stock [Line Items] | ||||||
Number of common stock shares issued and sold during the period | 2,815,012 | |||||
Shares purchase price per share | $ 5.3286 | |||||
Proceed from issuance of common stock | $ 14,097,000 | |||||
Stock issuance cost | $ 903,000 |
Common Stock and Common Stock_4
Common Stock and Common Stock Warrant - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares | Dec. 26, 2021 | Dec. 27, 2020 |
Class Of Stock [Line Items] | ||
Common stock for issuance | 15,028,087 | 13,475,827 |
Options to Purchase Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 4,927,033 | 5,815,684 |
Restricted Stock Units | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 107,867 | 45,000 |
Shares Available for Grant | 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 9,993,187 | 7,615,143 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Oct. 31, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Fair value of shares vested | $ 2,694 | $ 3,320 | |||||
Total stock-based compensation expense | 4,440 | $ 2,509 | $ 1,029 | ||||
Unrecognized stock-based compensation expense | $ 11,006 | ||||||
Expected weighted-average period of recognition | 2 years 7 months 6 days | ||||||
Restricted Stock Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares granted | 80,324 | 48,097 | |||||
Number of fully vested RSUs granted | 3,097 | ||||||
IPO | Restricted Stock Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares granted | 45,000 | ||||||
IPO | Restricted Stock Units | Non Employee Director | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares granted | 7,500 | ||||||
2020 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation award, description | Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2020 Incentive Plan was 8,595,871 shares. The 2020 Incentive Plan provides that the number of shares reserved and available for issuance under the 2020 Incentive Plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to 4% of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s board of directors. | ||||||
2020 Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation award, description | 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 Vital Farms board of directors. | ||||||
Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares available for future grants | 9,993,187 | ||||||
Common Stock | 2020 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Maximum number of shares issuable | 8,595,871 | ||||||
Percentage of outstanding common stock | 4.00% | ||||||
Common Stock | 2020 Equity Incentive Plan | Subsequent Event | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of new shares issued | 1,619,758 | ||||||
Common Stock | 2020 Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Maximum number of shares issuable | 900,000 | ||||||
Percentage of outstanding common stock | 1.00% | ||||||
Common Stock | 2020 Employee Stock Purchase Plan | Subsequent Event | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of new shares issued | 404,939 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions Utilized to Calculate Fair Value of Stock Options Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected stock price volatility, minimum | 28.50% | 29.10% | 39.50% |
Expected stock price volatility, maximum | 29.40% | 42.90% | 47.00% |
Risk-free interest rate, minimum | 0.57% | 0.34% | 1.40% |
Risk-free interest rate, maximum | 1.36% | 0.49% | 2.38% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted average fair value at grant date | $ 7.31 | $ 6.83 | $ 2.31 |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | 5 years 2 months 12 days | 5 years 4 months 24 days |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 6 months | 6 years 6 months | 6 years 6 months |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Number of Options, Beginning balance | 5,815,684 | 5,413,064 | |
Number of Options, Granted | 565,593 | 985,519 | |
Number of Options, Exercised | (1,034,929) | (66,062) | |
Number of Options, Cancelled | (419,315) | (516,837) | |
Number of Options, Ending balance | 4,927,033 | 5,815,684 | 5,413,064 |
Number of Options, Options exercisable | 2,572,316 | 2,751,727 | |
Number of Options, Options vested and expected to vest | 4,918,003 | 5,815,684 | |
Weighted-Average Exercise Price, Beginning balance | $ 6.87 | $ 3.73 | |
Weighted-Average Exercise Price, Options Granted | 24.05 | 22.98 | |
Weighted-Average Exercise Price, Options Exercised | 2.68 | 2.85 | |
Weighted-Average Exercise Price, Options Cancelled | 12.17 | 3.76 | |
Weighted-Average Exercise Price, Ending balance | 9.25 | 6.87 | $ 3.73 |
Weighted-Average Exercise Price, Options exercisable | 4.70 | 2.59 | |
Weighted-Average Exercise Price, Options vested and expected to vest | $ 9.26 | $ 6.87 | |
Weighted Average Remaining Contractual Life (Years), Balance | 6 years 6 months | 6 years 8 months 12 days | 7 years 3 months 18 days |
Weighted Average Remaining Contractual Life (Years), Options exercisable | 5 years 1 month 6 days | 4 years 8 months 12 days | |
Weighted Average Remaining Contractual Life (Years), Options vested and expected to vest | 6 years 6 months | 6 years 8 months 12 days | |
Aggregate Intrinsic Value | $ 48,222 | $ 112,762 | $ 60,059 |
Aggregate Intrinsic Value, Exercised | 20,343 | 1,022 | |
Aggregate Intrinsic Value, Options exercisable | 33,605 | 63,061 | |
Aggregate Intrinsic Value, Options vested and expected to vest | $ 48,099 | $ 112,762 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 26, 2021 | Dec. 27, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of RSUs, beginning balance | 45,000 | |
Number of RSUs, Granted | 80,324 | 48,097 |
Number of RSUs, Vested | (15,000) | (3,097) |
Number of RSUs, forfeited | (2,457) | |
Number of RSUs, Ending balance | 107,867 | 45,000 |
Weighted-Average Fair Price, beginning balance | $ 37.61 | |
Weighted-Average Fair Price, Granted | 23.71 | $ 37.63 |
Weighted-Average Fair Price, Vested | 37.61 | 37.97 |
Weighted-Average Fair Price, Forfeited | 25.78 | |
Weighted-Average Fair Price, ending balance | $ 27.53 | $ 37.61 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
Current: | |||
Federal | $ 225 | $ 587 | $ 867 |
State | 282 | 412 | 187 |
Deferred: | |||
Federal | (2,164) | 1,677 | (88) |
State | (371) | 94 | 140 |
(Benefit) provision for income taxes | $ (2,028) | $ 2,770 | $ 1,106 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
Income Tax Disclosure [Abstract] | |||
Provision at statutory rate of 21% | $ 74 | $ 2,446 | $ 929 |
State income taxes | (416) | 300 | 258 |
Stock-based compensation | (2,846) | 373 | |
Non-deductible costs | 12 | 211 | 604 |
Charitable deduction | (88) | (206) | (629) |
Change in deferred tax asset valuation allowance | 774 | (138) | 23 |
Other, net | 462 | (216) | (79) |
(Benefit) provision for income taxes | $ (2,028) | $ 2,770 | $ 1,106 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Federal Statutory Income Tax Provision (Parenthetical) (Details) | 12 Months Ended |
Dec. 26, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision at statutory rate | 21.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 26, 2021 | Dec. 27, 2020 |
Deferred tax assets: | ||
Accrued expenses | $ 1,383 | $ 1,144 |
Allowances and other reserves | 212 | 80 |
Inventory | 387 | 368 |
Net operating loss carryforwards | 2,220 | 27 |
Charitable contributions | 774 | 322 |
Stock-based compensation | 460 | 205 |
Other | 90 | 11 |
Total deferred tax assets | 5,526 | 2,157 |
Less: Valuation allowance | (774) | |
Net deferred tax assets | 4,752 | 2,157 |
Deferred tax liabilities: | ||
Prepaid expenses | 784 | 906 |
Property and equipment | 3,610 | 3,497 |
Intangibles | 279 | 291 |
Total deferred tax liabilities | 4,673 | 4,694 |
Net deferred tax assets | $ 79 | |
Net deferred tax liabilities | $ 2,537 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 26, 2021USD ($) | |
Income Taxes [Line Items] | |
Increase in valuation allowances period | $ 774 |
Federal | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | 9,100 |
State | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 3,900 |
Net operating loss carryforwards expiration year | 2022 |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 26, 2021 | Dec. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance as of beginning of year | $ 138 | |
Increases recorded to income tax provision | $ 774 | |
Decreases recorded as benefit to income tax provision | $ (138) | |
Valuation allowance as of end of year | $ 774 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 26, 2021 | Dec. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||
Gross tax contingencies as of beginning of year | $ 219 | $ 272 |
Increase in gross tax contingencies | 0 | 219 |
Decrease in gross tax contingencies | 0 | (272) |
Gross tax contingencies as of end of year | $ 219 | $ 219 |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
Numerator: | |||
Net income | $ 2,382 | $ 8,884 | $ 3,312 |
Less: Net (loss) income attributable to noncontrolling interests | (47) | 84 | 927 |
Net income attributable to Vital Farms, Inc. common stockholders | $ 2,429 | $ 8,800 | $ 2,385 |
Denominator: | |||
Weighted average common shares outstanding — basic | 40,027,278 | 28,667,264 | 25,897,223 |
Weighted average effect of potentially dilutive securities: | |||
Effect of potentially dilutive common stock warrants | 82,993 | 154,832 | |
Effect of potentially dilutive redeemable convertible preferred stock | 8,192,876 | ||
Weighted average common shares outstanding — diluted | 43,321,733 | 32,914,653 | 36,071,015 |
Net income per share attributable to Vital Farms, Inc. stockholders: | |||
Basic | $ 0.06 | $ 0.31 | $ 0.09 |
Diluted | $ 0.06 | $ 0.27 | $ 0.07 |
Options to Purchase Common Stock | |||
Weighted average effect of potentially dilutive securities: | |||
Effect of potentially dilutive stock | 3,290,615 | 4,142,947 | 1,826,084 |
Restricted Stock Units | |||
Weighted average effect of potentially dilutive securities: | |||
Effect of potentially dilutive stock | 3,840 | 21,449 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 26, 2021 | Dec. 27, 2020 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share | 23,744 | 826,883 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2019USD ($) | Dec. 26, 2021USD ($)ft² | Dec. 27, 2020USD ($) | Dec. 29, 2019USD ($) | |
Commitments And Contingencies [Line Items] | ||||
Rent expense | $ 583 | $ 444 | $ 358 | |
Long-term supply contracts costs | $ 108,707 | $ 84,537 | $ 54,380 | |
Other Income | ||||
Commitments And Contingencies [Line Items] | ||||
Gain on lawsuit settlement | $ 1,200 | |||
Austin, Texas | ||||
Commitments And Contingencies [Line Items] | ||||
Area of office space leased | ft² | 9,100 | |||
Lease expiration period | 2026-04 | |||
Lease options to extend period | 5 years | |||
Base rent charges | $ 19 | |||
Webb City, Missouri | ||||
Commitments And Contingencies [Line Items] | ||||
Area of office space leased | ft² | 5,000 | |||
Base rent charges | $ 55 | |||
Lease termination agreement, date of termination | Dec. 31, 2020 | |||
Springfield, Missouri | ||||
Commitments And Contingencies [Line Items] | ||||
Area of office space leased | ft² | 10,000 | |||
Base rent charges | $ 79 | |||
Operating lease expiration date | Sep. 30, 2023 | |||
Springfield, Missouri | Warehouse | ||||
Commitments And Contingencies [Line Items] | ||||
Area of office space leased | ft² | 92,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Noncancelable Operating Leases (Details) $ in Thousands | Dec. 26, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2022 | $ 1,476 |
2023 | 1,254 |
2024 | 471 |
2025 | 338 |
Thereafter | 115 |
Total | $ 3,654 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 09, 2020 | Aug. 31, 2020 | Nov. 30, 2019 | Feb. 28, 2019 | Apr. 30, 2019 | Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 |
Related Party Transaction [Line Items] | ||||||||
Proceeds from exercise of warrant | $ 283 | |||||||
Promissory notes repaid | $ 800 | 846 | $ 3,200 | |||||
Interest income with promissory notes | $ 0 | 97 | ||||||
Shares purchase price per share | $ 5.0087 | |||||||
Number of common stock issued and sold during the period | 14,097 | |||||||
Manna Tree Partners | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares issued and sold during the period | 2,815,012 | |||||||
Shares purchase price per share | $ 5.3286 | |||||||
Number of common stock issued and sold during the period | $ 15,000 | |||||||
Sandpebble Builders Preconstruction, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Paid to related party | $ 1,037 | $ 842 | $ 556 | |||||
Notes Receivable | Founder and Former Board of Directors | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory notes issued | $ 4,000 | |||||||
Promissory maturity date | Aug. 7, 2022 | |||||||
Promissory notes repaid | $ 3,200 | |||||||
LIBOR | Notes Receivable | Founder and Former Board of Directors | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory notes interest rate | 2.00% | |||||||
Guarantor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants issued to purchase of common stock shares | 196,800 | |||||||
Warrant exercise price per share | $ 1.43 | |||||||
Proceeds from exercise of warrant | $ 282 |
401(K) Savings Plan - Additiona
401(K) Savings Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 27, 2020 | Dec. 29, 2019 | |
401(k) Saving Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Contributions made by the company | $ 651 | $ 401 | $ 246 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | Jan. 31, 2022USD ($) |
Subsequent Event | Product Discontinuations | |
Subsequent Event [Line Items] | |
Expect to incur charges related to product discontinuations for inventory obsolescence and contract terminations | $ 2.1 |