Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 24, 2023 | Oct. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 24, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-25 | |
Entity Registrant Name | Vital Farms, Inc. | |
Entity Central Index Key | 0001579733 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Security 12b Title | Common Stock, par value $0.0001 per share | |
Trading Symbol | VITL | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39411 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0496985 | |
Entity Address, Address Line One | 3601 South Congress Avenue | |
Entity Address, Address Line Two | Suite C100 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78704 | |
City Area Code | 877 | |
Local Phone Number | 455-3063 | |
Entity Common Stock, Shares Outstanding | 41,602,263 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 24, 2023 | Dec. 25, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 56,810 | $ 12,914 |
Investment securities, available-for-sale | 39,256 | 65,814 |
Accounts receivable, net | 37,401 | 38,895 |
Inventories | 38,271 | 26,849 |
Prepaid expenses and other current assets | 5,026 | 5,142 |
Total current assets | 176,764 | 149,614 |
Property, plant and equipment, net | 67,859 | 59,155 |
Operating lease right-of-use assets | 1,512 | 1,895 |
Goodwill and other assets | 3,904 | 4,002 |
Total assets | 250,039 | 214,666 |
Current liabilities: | ||
Accounts payable | 21,970 | 25,972 |
Accrued liabilities | 26,729 | 18,477 |
Operating lease liabilities, current | 685 | 1,208 |
Finance lease liabilities, current | 3,118 | 1,570 |
Income taxes payable | 456 | 425 |
Total current liabilities | 52,958 | 47,652 |
Operating lease liabilities, non-current | 961 | 892 |
Finance lease liabilities, non-current | 11,120 | 7,023 |
Other liabilities | 2,125 | 767 |
Total liabilities | 67,164 | 56,334 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value per share, 310,000,000 shares authorized as of September 24, 2023 and December 25, 2022; 41,574,449 and 40,746,990 shares issued and outstanding as of September 24, 2023 and December 25, 2022, respectively | 4 | 4 |
Additional paid-in capital | 161,081 | 155,716 |
Retained earnings | 22,515 | 4,159 |
Accumulated other comprehensive loss | (725) | (1,547) |
Total stockholders’ equity | 182,875 | 158,332 |
Total liabilities and stockholders' equity | $ 250,039 | $ 214,666 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 24, 2023 | Dec. 25, 2022 |
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 | 41,574,449 | 40,746,990 |
Common stock, shares outstanding | 41,574,449 | 40,746,990 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Income Statement [Abstract] | ||||
Net revenue | $ 110,429 | $ 92,040 | $ 336,046 | $ 251,969 |
Cost of goods sold | 73,764 | 62,549 | 218,913 | 175,838 |
Gross profit | 36,665 | 29,491 | 117,133 | 76,131 |
Operating expenses: | ||||
Selling, general and administrative | 25,081 | 20,561 | 72,935 | 55,193 |
Shipping and distribution | 6,355 | 6,906 | 20,034 | 22,279 |
Total operating expenses | 31,436 | 27,467 | 92,969 | 77,472 |
Income (loss) from operations | 5,229 | 2,024 | 24,164 | (1,341) |
Other (expense) income, net: | ||||
Interest expense | (238) | (12) | (513) | (27) |
Interest income | 707 | 312 | 1,497 | 652 |
Other expense, net | (642) | (148) | (2,508) | (151) |
Total other (expense) income, net | (173) | 152 | (1,524) | 474 |
Net income (loss) before income taxes | 5,056 | 2,176 | 22,640 | (867) |
Income tax provision (benefit) | 533 | 1,465 | 4,284 | (232) |
Net income (loss) | 4,523 | 711 | 18,356 | (635) |
Less: Net loss attributable to noncontrolling interests | 0 | (12) | 0 | (21) |
Net income (loss) attributable to Vital Farms, Inc. common stockholders | $ 4,523 | $ 723 | $ 18,356 | $ (614) |
Earnings Per Share | ||||
Basic: | $ 0.11 | $ 0.02 | $ 0.45 | $ (0.02) |
Diluted: | $ 0.1 | $ 0.02 | $ 0.42 | $ (0.02) |
Weighted average common shares outstanding: | ||||
Basic: | 41,375,008 | 40,695,014 | 41,037,778 | 40,618,736 |
Diluted: | 43,135,579 | 42,879,818 | 43,299,898 | 40,618,736 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 4,523 | $ 711 | $ 18,356 | $ (635) |
Other comprehensive income (loss), before tax: | ||||
Unrealized net holding gain (loss) | 271 | (562) | 916 | (2,159) |
Amounts reclassified for realized losses to earnings | 53 | 96 | 182 | 166 |
Available-for-sale debt securities, before tax | 324 | (466) | 1,098 | (1,993) |
Other comprehensive income (loss), before tax | 324 | (466) | 1,098 | (1,993) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (85) | 110 | (276) | 471 |
Other comprehensive income (loss), net of tax | 239 | (356) | 822 | (1,522) |
Total comprehensive income (loss) | 4,762 | 355 | 19,178 | (2,157) |
Less: Comprehensive loss attributable to noncontrolling interests | 0 | (12) | 0 | (21) |
Comprehensive income (loss) attributable to Vital Farms, Inc. common stockholders | $ 4,762 | $ 367 | $ 19,178 | $ (2,136) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(Unaudited) - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest Variable Interest Entity, Primary Beneficiary | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity Attributable to Vital Farms, Inc. Stockholders | Noncontrolling Interests |
Beginning Balance at Dec. 26, 2021 | $ 151,585 | $ 5 | $ 149,000 | $ 2,746 | $ (281) | $ 151,470 | $ 115 | |
Beginning balance at Dec. 26, 2021 | $ 175 | |||||||
Beginning Balance, Shares at Dec. 26, 2021 | 40,493,969 | |||||||
Exercise of stock options | 254 | 254 | 254 | |||||
Exercise of stock options, Shares | 102,328 | |||||||
Stock-based compensation expense | 1,296 | 1,296 | 1,296 | |||||
Net loss attributable to noncontrolling interests - stockholders | (2) | 162 | 162 | (164) | ||||
Other comprehensive income loss, net | (783) | (783) | (783) | |||||
Net Income (Loss) | (1,536) | (1,536) | (1,536) | |||||
Ending balance at Mar. 27, 2022 | 175 | |||||||
Ending Balance at Mar. 27, 2022 | 150,814 | $ 5 | 150,550 | 1,372 | (1,064) | 150,863 | (49) | |
Ending Balance, Shares at Mar. 27, 2022 | 40,596,297 | |||||||
Beginning Balance at Dec. 26, 2021 | 151,585 | $ 5 | 149,000 | 2,746 | (281) | 151,470 | 115 | |
Beginning balance at Dec. 26, 2021 | 175 | |||||||
Beginning Balance, Shares at Dec. 26, 2021 | 40,493,969 | |||||||
Net loss attributable to noncontrolling interests - stockholders | (21) | |||||||
Other comprehensive income loss, net | (1,522) | |||||||
Net Income (Loss) | (614) | |||||||
Ending balance at Sep. 25, 2022 | 0 | |||||||
Ending Balance at Sep. 25, 2022 | 154,561 | $ 4 | 154,066 | 2,294 | (1,803) | 154,561 | ||
Ending Balance, Shares at Sep. 25, 2022 | 40,731,879 | |||||||
Beginning Balance at Mar. 27, 2022 | 150,814 | $ 5 | 150,550 | 1,372 | (1,064) | 150,863 | (49) | |
Beginning balance at Mar. 27, 2022 | 175 | |||||||
Beginning Balance, Shares at Mar. 27, 2022 | 40,596,297 | |||||||
Exercise of stock options | 143 | 143 | 143 | |||||
Exercise of stock options, Shares | 35,573 | |||||||
Vesting of restricted stock units | (9) | (9) | (9) | |||||
Vesting of restricted stock units, Shares | 47,544 | |||||||
Stock-based compensation expense | 1,633 | 1,633 | 1,633 | |||||
Net loss attributable to noncontrolling interests - stockholders | (7) | (7) | ||||||
Other comprehensive income loss, net | (383) | (383) | (383) | |||||
Net Income (Loss) | 199 | 199 | 199 | |||||
Ending balance at Jun. 26, 2022 | 175 | |||||||
Ending Balance at Jun. 26, 2022 | 152,390 | $ 5 | 152,317 | 1,571 | (1,447) | 152,446 | (56) | |
Ending Balance, Shares at Jun. 26, 2022 | 40,679,414 | |||||||
Exercise of stock options | 171 | 171 | 171 | |||||
Exercise of stock options, Shares | 49,941 | |||||||
Vesting of restricted stock units, Shares | 2,524 | |||||||
Stock-based compensation expense | 1,578 | 1,578 | 1,578 | |||||
Dissolution of equity investment | 67 | (175) | $ (1) | (1) | 68 | |||
Net loss attributable to noncontrolling interests - stockholders | (12) | $ (12) | ||||||
Other comprehensive income loss, net | (356) | (356) | (356) | |||||
Net Income (Loss) | 723 | 723 | 723 | |||||
Ending balance at Sep. 25, 2022 | $ 0 | |||||||
Ending Balance at Sep. 25, 2022 | 154,561 | $ 4 | 154,066 | 2,294 | (1,803) | $ 154,561 | ||
Ending Balance, Shares at Sep. 25, 2022 | 40,731,879 | |||||||
Beginning Balance at Dec. 25, 2022 | $ 158,332 | $ 4 | 155,716 | 4,159 | (1,547) | |||
Beginning Balance, Shares at Dec. 25, 2022 | 40,746,990 | 40,746,990 | ||||||
Vesting of restricted stock units, Shares | 127,595 | |||||||
Shares withheld for tax liability on vested restricted stock units, Shares | (35,535) | |||||||
Stock-based compensation expense | $ 1,627 | 1,627 | ||||||
Other comprehensive income loss, net | 421 | 421 | ||||||
Net Income (Loss) | 7,150 | 7,150 | ||||||
Ending Balance at Mar. 26, 2023 | 167,530 | $ 4 | 157,343 | 11,309 | (1,126) | |||
Ending Balance, Shares at Mar. 26, 2023 | 40,839,050 | |||||||
Beginning Balance at Dec. 25, 2022 | $ 158,332 | $ 4 | 155,716 | 4,159 | (1,547) | |||
Beginning Balance, Shares at Dec. 25, 2022 | 40,746,990 | 40,746,990 | ||||||
Exercise of stock options, Shares | 642,500 | |||||||
Net loss attributable to noncontrolling interests - stockholders | $ 0 | |||||||
Other comprehensive income loss, net | 822 | |||||||
Net Income (Loss) | 18,356 | |||||||
Ending Balance at Sep. 24, 2023 | $ 182,875 | $ 4 | 161,081 | 22,515 | (725) | |||
Ending Balance, Shares at Sep. 24, 2023 | 41,574,449 | 41,574,449 | ||||||
Beginning Balance at Mar. 26, 2023 | $ 167,530 | $ 4 | 157,343 | 11,309 | (1,126) | |||
Beginning Balance, Shares at Mar. 26, 2023 | 40,839,050 | |||||||
Exercise of stock options | 110 | 110 | ||||||
Exercise of stock options, Shares | 307,500 | |||||||
Vesting of restricted stock units, Shares | 79,030 | |||||||
Shares withheld for tax liability on vested restricted stock units | (636) | (636) | ||||||
Shares withheld for tax liability on vested restricted stock units, Shares | (3,924) | |||||||
Shares issued under employee stock purchase plan | 135 | 135 | ||||||
Shares issued under employee stock purchase plan, Shares | 11,011 | |||||||
Stock-based compensation expense | 2,060 | 2,060 | ||||||
Other comprehensive income loss, net | 162 | 162 | ||||||
Net Income (Loss) | 6,683 | 6,683 | ||||||
Ending Balance at Jun. 25, 2023 | 176,044 | $ 4 | 159,012 | 17,992 | (964) | |||
Ending Balance, Shares at Jun. 25, 2023 | 41,232,667 | |||||||
Exercise of stock options | 286 | 286 | ||||||
Exercise of stock options, Shares | 335,000 | |||||||
Vesting of restricted stock units, Shares | 9,525 | |||||||
Shares withheld for tax liability on vested restricted stock units | (32) | (32) | ||||||
Shares withheld for tax liability on vested restricted stock units, Shares | (2,743) | |||||||
Stock-based compensation expense | 1,815 | 1,815 | ||||||
Net loss attributable to noncontrolling interests - stockholders | 0 | |||||||
Other comprehensive income loss, net | 239 | 239 | ||||||
Net Income (Loss) | 4,523 | 4,523 | ||||||
Ending Balance at Sep. 24, 2023 | $ 182,875 | $ 4 | $ 161,081 | $ 22,515 | $ (725) | |||
Ending Balance, Shares at Sep. 24, 2023 | 41,574,449 | 41,574,449 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 24, 2023 | Sep. 25, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 18,356,000 | $ (635,000) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 5,595,000 | 3,795,000 |
Amortization of right-of-use assets | 2,787,000 | 1,228,000 |
Amortization of available-for-sale debt securities | 341,000 | 660,000 |
Stock-based compensation expense | 5,502,000 | 4,498,000 |
Deferred taxes | 1,082,000 | (474,000) |
Change in fair value of derivative instruments | 761,000 | 0 |
Other | 363,000 | 260,000 |
Net change in operating assets and liabilities | (7,610,000) | (12,700,000) |
Net cash provided by (used in) operating activities | 27,177,000 | (3,368,000) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (9,138,000) | (6,898,000) |
Purchases of available-for-sale debt securities | (982,000) | (33,173,000) |
Purchases and settlements of derivative instruments | (1,264,000) | 0 |
Sales of available-for-sale debt securities | 2,895,000 | 0 |
Maturities and calls of available-for-sale debt securities | 25,228,000 | 31,145,000 |
Proceeds from the sale of property, plant and equipment | 1,056,000 | 89,000 |
Return of investment in variable interest entity | 552,000 | 0 |
Dissolution of equity investment | 0 | (108,000) |
Net cash provided by (used in) investing activities | 18,347,000 | (8,945,000) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 396,000 | 559,000 |
Proceeds from issuance of common stock under employee stock purchase plan | 135,000 | 0 |
Payment of tax withholding obligation on vested RSU shares | (668,000) | 0 |
Principal payments under finance lease obligations | (1,491,000) | (336,000) |
Payment of contingent consideration | 0 | (38,000) |
Net cash (used in) provided by financing activities | (1,628,000) | 185,000 |
Net increase (decrease) in cash and cash equivalents | 43,896,000 | (12,128,000) |
Cash and cash equivalents at beginning of the period | 12,914,000 | 30,966,000 |
Cash and cash equivalents at end of the period | 56,810,000 | 18,838,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 507,000 | 27,000 |
Cash paid for income taxes | 3,189,000 | 97,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property, plant and equipment included in accounts payable and accrued liabilities | 667,000 | 868,000 |
Revolving Line of Credit | ||
Cash flows from financing activities: | ||
Proceeds from borrowing under revolving line of credit | 7,500,000 | 0 |
Repayment of revolving line of credit | $ (7,500,000) | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 24, 2023 | Jun. 25, 2023 | Mar. 26, 2023 | Sep. 25, 2022 | Jun. 26, 2022 | Mar. 27, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ 4,523 | $ 6,683 | $ 7,150 | $ 723 | $ 199 | $ (1,536) | $ 18,356 | $ (614) |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 24, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 24, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | Note 1. Nature of the Business and Basis of Presentation Vital Farms, Inc. (the “Company,” “we,” “us” or “our”) was incorporated in Delaware on June 6, 2013 and is headquartered in Austin, Texas. The Company packages, markets and distributes shell eggs, butter and other products. These products are principally sold under the name Vital Farms in addition to other trade names, primarily to retail and foodservice channels in the United States. The accompanying unaudited condensed consolidated financial statements as of September 24, 2023 and for the 13-week and 39-week periods ended September 24, 2023 and September 25, 2022 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 25, 2022 (the “Annual Report”). In the opinion of management, the included disclosures are adequate, and the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for a fair statement of our consolidated financial position as of September 24, 2023, consolidated results of operations for the 13-week and 39-week periods ended September 24, 2023 and September 25, 2022, and consolidated cash flows for the 39-week periods ended September 24, 2023 and September 25, 2022. Such adjustments are of a normal and recurring nature and certain reclassifications of previously reported amounts have been made to conform to the current year presentation. The condensed consolidated balance sheet as of December 25, 2022 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the audited annual financial statements. The condensed consolidated results of operations for the 13-week and 39-week periods ended September 24, 2023 are not necessarily indicative of the consolidated results of operations that may be expected for the fiscal year ending December 31, 2023. Fiscal Year: The Company’s fiscal year ends on the last Sunday in December and contains either 52 or 53 weeks. In a 52-week fiscal year, each of the Company’s fiscal quarters consist of 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter, making such quarter consist of 14 weeks. Therefore, the financial results of certain 53-week fiscal years, and the associated 14-week quarters, will not be exactly comparable to the prior and subsequent 52-week fiscal years and the associated 13-week quarters. The fiscal quarters ended September 24, 2023 and September 25, 2022 both contain operating results for 13 weeks. The fiscal year ending December 31, 2023 will include 53 weeks. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 24, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies The significant accounting policies and estimates used in preparation of the unaudited condensed consolidated financial statements are described in the Company’s audited consolidated financial statements as of and for the fiscal year ended December 25, 2022, and the notes thereto, which are included in our Annual Report. Other than the adoption of the new accounting pronouncements and standards as further described below, there have been no material changes to the Company’s significant accounting policies during the 39-week period ended September 24, 2023. As of December 26, 2022, the Company has entered into derivative instruments as part of its risk management strategy. Our business operations give rise to certain market risk exposures, mostly due to changes in commodity prices. We use derivative financial instruments to reduce our exposure to commodity price risk. Credit risks associated with derivative contracts are not significant, as the Company minimizes counterparty exposure by dealing with creditworthy counterparties and collateralized insurers and by utilizing exchange traded instruments and insurance backed commodity settlement contracts. While the Company may be exposed to potential losses due to the credit risk of non-performance by these counterparties, losses are not anticipated. We do not hold derivative instruments for trading purposes. Additionally, the Company’s derivative contracts are short-term in duration, and do not make use of credit-risk-related contingent features. Derivatives used to manage commodity price risk are not designated for hedge accounting treatment. Therefore, the changes in fair value of these derivatives are recorded as incurred within other expense, net. Cash flows related to derivative instruments are considered an investing activity of the Company. Cash settlements we receive represent realized gains on derivative instruments, while cash settlements we pay represent realized losses related to our commodity derivative instruments. Recently Adopted Accounting Pronouncements The new accounting pronouncements recently adopted by the Company are described in the Company’s audited consolidated financial statements as of and for the fiscal year ended December 25, 2022, and the notes thereto, which are included in our Annual Report. Except as described below, there have been no new accounting pronouncements adopted by the Company during the 39-week period ended September 24, 2023. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, ASU 2020-03 and ASU 2022-02 (collectively, “Topic 326”), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Topic 326 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The Company adopted ASU 2016-13 on December 26, 2022. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. There was no impact on the Company’s unaudited condensed consolidated financial statements at adoption. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted ASU 2019-12 during fiscal year 2022 and there was no material impact on the Company’s consolidated financial statements for the year ended December 25, 2022 or on the unaudited condensed consolidated financial statements presented herein. Recently Issued Accounting Pronouncements Not Yet Adopted None. |
Investment Securities
Investment Securities | 9 Months Ended |
Sep. 24, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | Note 3. Investment Securities The following table summarizes the Company’s available-for-sale investment securities as of September 24, 2023: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value U.S. corporate bonds and U.S. dollar $ 40,177 $ — $ ( 921 ) $ — $ 39,256 Total $ 40,177 $ — $ ( 921 ) $ — $ 39,256 The following table summarizes the Company’s available-for-sale investment securities as of December 25, 2022: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value U.S. corporate bonds and U.S. dollar $ 66,658 $ 4 $ ( 2,000 ) $ — $ 64,662 U.S. Treasury 1,176 — ( 24 ) — 1,152 Total $ 67,834 $ 4 $ ( 2,024 ) $ — $ 65,814 Proceeds from the sale of available-for-sale securities were $ 988 and $ 2,895 for the 13-week and 39-week periods ended September 24, 2023, respectively, and $ 0 for the 13-week and 39-week periods ended September 25, 2022. Actual maturities may differ from contractual maturities because some borrowers have the right to call or prepay obligations with or without call or prepayment penalties. The amortized cost and fair value of the Company’s investments in available-for-sale securities as of September 24, 2023 by contractual maturity are as follows: Amortized Cost Fair Value Due within one year $ 26,680 $ 26,209 Due after one year through five years 13,497 13,047 Total available-for-sale $ 40,177 $ 39,256 The following tables present the Company ’s unrealized loss aging for available-for-sale securities by type and length of time the security was in a continuous unrealized loss position as of the periods presented: September 24, 2023 Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. corporate bonds and U.S. dollar $ 2,316 $ ( 24 ) $ 34,870 $ ( 897 ) $ 37,186 $ ( 921 ) Total $ 2,316 $ ( 24 ) $ 34,870 $ ( 897 ) $ 37,186 $ ( 921 ) December 25, 2022 Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. corporate bonds and U.S. dollar $ 31,657 $ ( 888 ) $ 32,406 $ ( 1,112 ) $ 64,063 $ ( 2,000 ) U.S. Treasury — — 1,176 ( 24 ) 1,176 ( 24 ) Total $ 31,657 $ ( 888 ) $ 33,582 $ ( 1,136 ) $ 65,239 $ ( 2,024 ) As of September 24, 2023, there were 60 diversified issuances in our securities portfolio in an unrealized loss position, with credit ratings ranging from BBB to AAA. As of September 24, 2023, there are no individual bonds with unrealized losses exceeding $ 71 , and 57 issuances have been in a loss position greater than 12 months. The decline in fair value has resulted primarily from rising interest rates over the last 12 months, and the Company does not believe there has been any significant decline in the creditworthiness of the issuers. The Company also does not believe it is likely that a significant number of bonds will be called early, and it does not have current liquidity needs that would necessitate a sale of any material investments prior to maturity. Therefore, the Company has no t recorded an allowance for credit losses on the investment securities as of September 24, 2023. The fair value and location of all investment securities are included in “Fair Value Measurements” in Note 5 below. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 24, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 4. Derivative Financial Instruments The Company enters into derivative instruments to mitigate the impact of commodity price volatility. Such instruments may include call options on commodity price contracts. Realized and unrealized gains and losses on our commodity derivatives not designated as hedging instruments are recorded in other expense, net. The Company recognizes all derivative instruments as either assets or liabilities. The following table presents the aggregated outstanding notional amounts related to the Company’s derivative financial instruments for the periods presented: Metric September 24, December 25, Commodity: Corn Bushels (in thousands) 933 — Soybean Meal Tons 10 — For the 13-week periods ended September 24, 2023 and September 25, 2022, the pre-tax amount of commodity contract derivative losses recognized in other expense, net was $ 588 and $ 0 , respectively. For the 39-week periods ended September 24, 2023 and September 25, 2022, the pre-tax amount of commodity contract derivative losses recognized in other expense, net was $ 2,405 and $ 0 , respectively. The fair value and location of all outstanding derivative financial instruments are included in “Fair Value Measurements” in Note 5 below. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 24, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of inputs that may be used to measure fair value are defined below: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Assets Measured at Fair Value on a Recurring Basis The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. The following tables present information about the Company’s financial assets measured at fair value on a recurring basis for the periods presented: Fair Value Measurements as of September 24, 2023, Using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market $ 47,559 $ — $ — $ 47,559 Investment securities, available-for-sale: U.S. corporate bonds and U.S. dollar — 39,256 — 39,256 Prepaid expenses and other current assets: Derivative financial instruments — 99 — 99 Total assets measured at fair value $ 47,559 $ 39,355 $ — $ 86,914 Fair Value Measurements as of December 25, 2022, Using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market $ 6,740 $ — $ — $ 6,740 Investment securities, available-for-sale: U.S. corporate bonds and U.S. dollar — 64,662 — 64,662 U.S. Treasury — 1,152 — 1,152 Total assets measured at fair value $ 6,740 $ 65,814 $ — $ 72,554 During the 39-week period ended September 24, 2023 , there were no transfers between fair value measurement levels. For additional information on concentrations of credit risk for the Company ’s financial instruments, refer to “Summary of Significant Accounting Policies” in Note 2 and “Investment Securities” in Note 3. Fair Value of Other Financial Instruments The carrying values of the Company’s short-term financial instruments not included above, including cash, trade receivables, other receivables and accounts payable, approximate their fair value due to their short-term nature. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 24, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 6. Revenue Recognition The following table summarizes the Company’s net revenue by primary product for the periods presented: 13-Weeks Ended 39-Weeks Ended September 24, September 25, September 24, September 25, Net Revenue: Eggs and egg-related products $ 103,887 $ 86,191 $ 318,462 $ 236,419 Butter and butter-related products 6,542 5,849 17,584 15,550 Net Revenue $ 110,429 $ 92,040 $ 336,046 $ 251,969 Net revenue is primarily generated from the sale of eggs and butter. The Company’s product offerings include shell eggs, hard-boiled eggs, liquid whole eggs and butter (including stick butter and spreadable tub butter). The Company’s previous convenient breakfast product line (including egg bites and egg-based breakfast bars) was discontinued in 2022, and the Company’s ghee product line was discontinued during the 39-week period ended September 24, 2023. As of September 24, 2023 and December 25, 2022, the Company had customers that individually represented 10% or more of the Company’s accounts receivable, net, and during the 13-week periods ended September 24, 2023 and September 25, 2022 and the 39-week periods ended September 24, 2023 and September 25, 2022 , the Company had customers that individually exceeded 10% or more of the Company’s net revenue. The percentage of net revenue from significant customers during the 13-week and 39-week periods ended September 24, 2023 and September 25, 2022 is as follows: Net Revenue Net Revenue Net Revenue Net Revenue Customer A 24 % 24 % 25 % 27 % Customer B * 11 % * 11 % * Revenue was less than 10% The percentage of accounts receivable, net due from significant customers as of September 24, 2023 and December 25, 2022 is as follows: Accounts Receivable, Net as of September 24, 2023 Accounts Receivable, Net as of December 25, 2022 Customer A 19 % 23 % Customer B 11 % 12 % Customer C 10 % 13 % |
Allowance for Credit Losses
Allowance for Credit Losses | 9 Months Ended |
Sep. 24, 2023 | |
Allowance for Credit Loss [Abstract] | |
Allowance for Credit Losses | Note 7. Allowance for Credit Losses As of September 24, 2023 and December 25, 2022, the Company had an allowance for credit losses of $ 1,058 and $ 699 , respectively. The Company recognizes current estimated credit losses (“CECL”) for accounts receivable. The CECL for trade receivables are estimated based on the trade receivable aging category, credit risk of specific customers, past collection history, and management’s evaluation of accounts receivable. The Company also has other receivables which are classified within prepaid expenses and other current assets. The CECL for other receivables are estimated based on the other receivables aging category and the probability of default. Provisions for CECL are classified within selling, general and administrative costs. Changes in the allowance for credit losses for the 39-week period ended September 24, 2023 were as follows: Trade receivables Other receivables Total As of December 25, 2022 $ ( 493 ) $ ( 206 ) $ ( 699 ) Provisions charged to operating results ( 170 ) ( 63 ) ( 233 ) Account write-offs 149 — 149 As of March 26, 2023 $ ( 514 ) $ ( 269 ) $ ( 783 ) (Provisions) reductions charged to operating results ( 328 ) 88 ( 240 ) Account write-offs 5 — 5 As of June 25, 2023 $ ( 837 ) $ ( 181 ) $ ( 1,018 ) Reductions (provisions) charged to operating results 128 ( 421 ) ( 293 ) Account write-offs 153 100 253 As of September 24, 2023 $ ( 556 ) $ ( 502 ) $ ( 1,058 ) |
Inventories
Inventories | 9 Months Ended |
Sep. 24, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 8. Inventories Inventory consisted of the following as of the periods presented: September 24, December 25, Eggs and egg-related products $ 26,437 $ 13,675 Butter and butter-related products 3,095 5,718 Packaging 6,794 5,452 Pullets 1,236 981 Other 793 1,121 Reserve for inventory obsolescence ( 84 ) ( 98 ) Inventories $ 38,271 $ 26,849 On a periodic basis, the Company compares the amount of inventory on hand with its latest forecasted requirements to determine whether provisions for excess or obsolete inventory reserves are required. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 24, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 9. Property, Plant and Equipment Property, plant and equipment consisted of the following as of the periods presented: September 24, December 25, Land $ 552 $ 552 Land improvements 835 835 Buildings and improvements 30,235 29,667 Vehicles 1,055 894 Machinery and equipment 47,561 34,978 Leasehold improvements 919 919 Furniture and fixtures 780 685 Construction in progress 4,593 3,312 86,530 71,842 Less: Accumulated depreciation and amortization ( 18,671 ) ( 12,687 ) Property, plant and equipment, net $ 67,859 $ 59,155 During the 13-week periods ended September 24, 2023 and September 25, 2022, depreciation and amortization of property, plant and equipment was approximately $ 2,052 and $ 1,508 , respectively. During the 39-week periods ended September 24, 2023 and September 25, 2022, depreciation and amortization of property, plant and equipment was approximately $ 5,595 and $ 3,795 , respectively. |
Leases
Leases | 9 Months Ended |
Sep. 24, 2023 | |
Leases [Abstract] | |
Leases | Note 10. Leases Operating lease cost is recognized on a straight-line basis over the lease term and finance lease cost is recognized as amortization expense for the right-of-use (“ROU”) assets and interest expense associated with the finance lease liabilities. The components of lease cost, classified within cost of goods sold, selling, general and administrative and interest expense for the 13-week and 39-week periods ended September 24, 2023 and September 25, 2022 are below: 13-Weeks Ended 39-Weeks Ended September 24, September 25, September 24, September 25, Operating lease cost $ 411 $ 361 $ 1,133 $ 1,083 Finance lease cost – amortization of right-of-use assets 808 59 1,702 216 Finance lease cost – interest on lease liabilities 238 — 495 5 Short-term lease cost 316 32 738 46 Variable lease cost 973 800 4,651 1,870 Variable lease cost – long-term supply contracts 48,453 34,702 138,603 97,047 Total lease cost $ 51,199 $ 35,954 $ 147,322 $ 100,267 Future undiscounted cash flows are as follows: As of September 24, 2023 Operating Leases Finance Leases 2023 $ 186 $ 1,001 2024 707 4,004 2025 575 4,004 2026 293 4,004 2027 — 3,332 Thereafter — — Total lease payments 1,761 16,345 Less imputed interest ( 115 ) ( 2,107 ) Total present value of lease liabilities $ 1,646 $ 14,238 During the 39-week periods ended September 24, 2023 and September 25, 2022, ROU assets obtained in exchange for new finance lease obligations were $ 7,132 and $ 26 , respectively. During the 39-week periods ended September 24, 2023 and September 25, 2022, ROU assets obtained in exchange for new operating lease obligations were $ 703 and $ 0 , respectively. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 24, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 11. Accrued Liabilities Accrued liabilities consisted of the following as of the periods presented: September 24, December 25, Employee-related costs $ 7,473 $ 7,453 Promotions and customer deductions 6,686 4,414 Distribution fees and freight 4,607 2,351 Marketing and broker commissions 3,329 1,598 Purchases of inventory 1,606 1,349 Derivative premiums 1,094 — Property, plant and equipment 468 153 Professional fees 359 761 Other 1,107 398 Accrued liabilities $ 26,729 $ 18,477 |
Product Exit Costs
Product Exit Costs | 9 Months Ended |
Sep. 24, 2023 | |
Restructuring and Related Activities [Abstract] | |
Product Exit Costs | Note 12. Product Exit Costs During the fiscal year ended December 25, 2022, the Company made the determination to exit its convenient breakfast product category due to a shift in the Company’s focus to product categories that are core to its operations. Charges incurred in connection with these product exits were substantially complete by December 25, 2022. Charges related to the exit of our ghee product category during 2023 are immaterial. As of December 25, 2022, the ending liability balance related to the convenience breakfast category exit was $ 119 . As of September 24, 2023, remaining liabilities of $ 45 are expected to be settled or released by the end of the 14-week period ending December 31, 2023 . The following tables summarize the activity related to the exit of the Company’s convenient breakfast product category during the periods presented: For the 39-Weeks Ended September 24, 2023 Description Statement of Operations Beginning Liability Balance Charges Incurred Amounts Paid or Settled Amounts Released as Unutilized Ending Liability Balance Asset write-downs Cost of goods sold $ 119 $ — $ ( 74 ) $ — $ 45 Total $ 119 $ — $ ( 74 ) $ — $ 45 For the 39-Weeks Ended September 25, 2022 Description Statement of Operations Charges Incurred Amounts Paid or Settled Amounts Released as Unutilized Ending Liability Balance Contract terminations Selling, general and administrative $ 1,126 $ ( 1,126 ) $ — $ — Inventory obsolescence Cost of goods sold 749 ( 749 ) — — Customer allowances Net revenue 146 ( 111 ) ( 35 ) — Asset write-downs Cost of goods sold 119 — — 119 Co-manufacturer charges Cost of goods sold 135 ( 135 ) — — Asset disposals Selling, general and administrative 66 ( 66 ) — — Total $ 2,341 $ ( 2,187 ) $ ( 35 ) $ 119 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 24, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 13. Long-Term Debt In October 2017, the Company entered into a credit facility agreement with PNC Bank, National Association (the “Credit Facility”) that initially included a $ 4.7 million term a loan, a $ 10.0 million revolving line of credit and an equipment loan with a maximum borrowing capacity of $ 1.5 million. Subsequently, the terms of the Credit Facility were modified at various times between fiscal 2018 and fiscal 2022. Such amendments (i) amended various definitions, (ii) waived a technical default in May 2020 which was triggered by exceeding the capital expenditure limit, (iii) increased borrowing capacity and (iv) extended the maturity date. The Ninth Amendment to the Credit Facility in April 2021 eliminated the term loan and equipment loan. The Tenth Amendment to the Credit Facility in December 2022 modified certain covenants related to commodity hedging, provided consent for the dissolution of immaterial subsidiaries and implemented changes related to the discontinuation of LIBOR. The Eleventh Amendment to the Credit Facility, effective July 26, 2023 extended the maturity date by one year, to April 2, 2025 . The maximum borrowing capacity under the revolving line of credit is currently $ 20.0 million. Interest on borrowings under the revolving line of credit, as well as loan advances thereunder, accrues at a rate, at the Company’s election at the time of borrowing, equal to (i) the secured overnight financing rate as administered by the Federal Reserve Bank of New York plus 2.00 % or (ii) 1.00 % plus the alternate base rate, as defined in the Credit Facility. During the 39-week period ended September 24, 2023, the Company borrowed and repaid $ 7.5 million under the revolving line of credit. As of September 24, 2023 , there were no outstanding amounts under the revolving line of credit. The Credit Facility is secured by all of the Company’s assets (other than real property and certain other property excluded pursuant to the terms of the Credit Facility) and requires the Company to maintain three financial covenants: a fixed charge coverage ratio, a leverage ratio and a minimum tangible net worth requirement. The Credit Facility also contains various covenants relating to limitations on indebtedness, acquisitions, mergers, consolidations and the sale of properties and liens. As a result of the limitations contained in the Credit Facility, certain of the net assets on the Company’s consolidated balance sheet as of September 24, 2023 are restricted in use. Vital Farms’ wholly owned subsidiaries are non-operating and have no restricted net assets within the meaning of Rule 4-08(e)(3) or Rule 12-04 of Regulation S-X. The Credit Facility also contains other customary covenants, representations and events of default. As of September 24, 2023 , the Company was in compliance with all covenants under the Credit Facility. During the 13-week periods ended September 24, 2023 and September 25, 2022 , the Company did no t recognize interest expense related to draws on the revolving line of credit. During the 39-week periods ended September 24, 2023 and September 25, 2022, the Company recognized interest expense related to draws on the revolving line of credit of $ 7 and $ 0 , respectively. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 24, 2023 | |
Equity [Abstract] | |
Common Stock | Note 14. Common Stock As of September 24, 2023 , the Company’s amended and restated certificate of incorporation authorized the Company to issue 310,000,000 shares of common stock, par value $ 0.0001 per share, of which 41,574,449 shares were issued and outstanding. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock, if any. Each share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of the Company’s stockholders. Holders of the Company’s common stock are entitled to receive dividends as may be declared by the Company’s board of directors, if any, subject to the preferential dividend rights of preferred stock, if any. No cash dividends were declared or paid during the periods presented. As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following: September 24, December 25, Options to purchase common stock 4,285,419 4,634,205 Restricted stock units 574,083 505,504 Shares available for grant under the 2020 Equity Incentive 13,020,151 11,503,459 Total 17,879,653 16,643,168 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 24, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 15. Stock-Based Compensation The Company measures compensation expense for all stock-based awards based on the estimated fair values on the date of the grant. Stock options generally vest ratably over three years from the date of grant and expire 10 years from the date of grant. Restricted stock awards generally vest ratably over three years from the date of grant and contain no other service or performance conditions. The Company’s policy is to recognize stock-based compensation expense on a straight-line basis over the requisite service or vesting period. Forfeitures for stock options and restricted stock awards are recognized as they occur. The Company recognized stock-based compensation expense in the condensed consolidated statements of operations for the periods presented: 13-Weeks Ended 39-Weeks Ended September 24, September 25, September 24, September 25, Cost of goods sold $ 61 $ 56 $ 194 $ 146 Selling, general and administrative expense 1,754 1,513 5,308 4,352 Total $ 1,815 $ 1,569 $ 5,502 $ 4,498 Stock Option Activity The following table summarizes the Company’s stock option activity since December 25, 2022: Number of Weighted- Weighted- Aggregate Outstanding as of December 25, 2022 4,634,205 $ 9.35 $ 38,522 Granted 514,920 $ 15.03 Exercised ( 642,500 ) $ 0.75 $ 8,169 Cancelled/Forfeited ( 221,206 ) $ 21.59 $ 61 Outstanding as of September 24, 2023 4,285,419 $ 10.69 6.0 $ 18,877 Options exercisable as of September 24, 2023 3,135,091 $ 9.17 5.3 $ 17,107 Options vested and expected to vest as of September 24, 2023 4,285,419 $ 10.69 6.0 $ 18,877 The fair value of stock options vested during the 13-week periods ended September 24, 2023 and September 25, 2022 was $ 1,633 and $ 2,261 , respectively. The fair value of stock options vested during the 39-week periods ended September 24, 2023 and September 25, 2022 was $ 2,905 and $ 4,471 , respectively. As of September 24, 2023, total unrecognized stock-based compensation expense related to unvested stock options was $ 4,300 , which is expected to be recognized over a weighted-average period of 1.77 years. Restricted Stock Unit Activity The following table summarizes the Company’s restricted stock units (“RSU”) activity since December 25, 2022: Number of Weighted- Unvested as of December 25, 2022 505,504 $ 13.58 Granted 348,510 $ 15.09 Vested 1 ( 216,150 ) $ 14.12 Forfeited ( 63,781 ) $ 14.02 Unvested as of September 24, 2023 574,083 $ 14.26 Includes 42,202 shares of common stock withheld to cover taxes on the release of vested RSUs, which became available for future grants pursuant The fair value of RSU shares vested during the 13-week periods ended September 24, 2023 and September 25, 2022 was $ 113 and $ 44 , respectively. The fair value of RSU shares vested during the 39-week periods ended September 24, 2023 and September 25, 2022 was $ 3,026 and $ 1,541 , respectively. As of September 24, 2023, total unrecognized stock-based compensation expense related to unvested stock options and the RSUs was $ 6,311 , which is expected to be recognized over a weighted-average period of 1.97 years. 2020 Equity Incentive Plan: In July 2020, the Company’s board of directors adopted its 2020 Equity Incentive Plan (“2020 Incentive Plan”), which was subsequently approved by the Company’s stockholders and became effective on July 30, 2020. Initially, the maximum number of the Company’s common stock that may be issued under the 2020 Incentive Plan was 8,595,871 shares. The 2020 Incentive Plan provides that the number of shares reserved and available for issuance under the 2020 Incentive Plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to 4 % of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s board of directors. As of September 24, 2023, 10,922,624 shares were available for future grants of the Company’s common stock, which includes 1,629,884 shares of stock that were automatically added to the available reserve on January 1, 2023. Awards issued under the 2020 Incentive Plan generally have a three-year ratable vesting period beginning on the date of grant. Employee Stock Purchase Plan: In July 2020, the Company’s board of directors adopted the 2020 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 eligible employees of the Company or, as designated by the Company’s board of directors, employees of a related company. The 2020 ESPP provides that the number of shares reserved and available for issuance under the 2020 ESPP will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to the lesser of (i) 1 % of the outstanding number of shares of common stock on the immediately preceding December 31 and (ii) 900,000 , or such lesser number of shares as determined by the Company’s board of directors. As of September 24, 2023, 2,097,527 shares of the Company’s common stock were available for future issuance, which includes 407,471 shares of common stock that were automatically added to the available reserve on January 1, 2023. The Company’s board of directors authorizes six-month offering periods, with the most recent beginning on May 16, 2023. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 24, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. Income Taxes The Company’s effective tax rate for the 13-week periods ended September 24, 2023 and September 25, 2022 was approximately 11 % and 67 % , respectively. The Company’s effective tax rate for the 39-week periods ended September 24, 2023 and September 25, 2022 was approximately 19 % and ( 27 )% , respectively. The Company’s effective tax rate for the 13-week period ended September 24, 2023 differs from the statutory rate due primarily to a discrete tax benefit related to the exercise of non-qualified stock options. The Company's effective tax rate for the 13-week period ended September 25, 2022 differs from the statutory rate due primarily to permanent differences related to incentive stock options and the impact of compensation deduction limitations under Internal Revenue Code Section 162(m). For interim periods, our income tax expense and resulting effective tax rate are based upon an estimated annual effective tax rate adjusted for the effects of items required to be treated as discrete to the period, including changes in tax laws, changes in estimated exposures for uncertain tax positions, and other items. The Company’s estimated annual effective tax rate differs from the federal statutory rate of 21% due to state taxes, permanent differences related to incentive stock options and the impact of compensation deduction limitations under Internal Revenue Code Section 162(m). |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 24, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 17. Net Income (Loss) Per Share Basic and diluted net income (loss) per share attributable to Vital Farms, Inc. common stockholders were calculated as follows: 13-Weeks Ended 39-Weeks Ended September 24, September 25, September 24, September 25, Numerator: Net income (loss) $ 4,523 $ 711 $ 18,356 $ ( 635 ) Less: Net loss attributable to noncontrolling interests — ( 12 ) — ( 21 ) Net income (loss) attributable to Vital Farms, Inc. stockholders’ — basic and diluted $ 4,523 $ 723 $ 18,356 $ ( 614 ) Denominator: Weighted average common shares outstanding — basic 41,375,008 40,695,014 41,037,778 40,618,736 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive stock options 1,724,406 2,130,963 2,133,359 — Effect of potentially dilutive restricted stock units 33,359 49,486 116,781 — Effect of potentially dilutive common stock issuable pursuant to the ESPP 2,806 4,355 11,980 — Weighted average common shares outstanding — diluted 43,135,579 42,879,818 43,299,898 40,618,736 Net income (loss) per share attributable to Vital Farms, Inc. stockholders Basic $ 0.11 $ 0.02 $ 0.45 $ ( 0.02 ) Diluted $ 0.10 $ 0.02 $ 0.42 $ ( 0.02 ) The Company excluded the following shares of common stock, outstanding at each period end, from the computation of diluted net income (loss) per share attributable to Vital Farms, Inc. common stockholders for the periods indicated because including them would have had an anti-dilutive effect: 13-Weeks Ended 39-Weeks Ended September 24, September 25, September 24, September 25, Options to purchase common stock 434 415 14,287 2,251,142 Unvested restricted stock 47,789 41,856 8,362 41,718 Common stock issuable pursuant to the ESPP — — — 11,088 48,223 42,271 22,649 2,303,948 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 24, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 18. Accumulated Other Comprehensive Income (Loss) The amounts reclassified from accumulated other comprehensive income (loss) (“AOCI”) to the unaudited consolidated statements of operations were as follows (in thousands): Amounts Reclassified from AOCI 13-Week Period Ended AOCI Component Statement of Operations Classification September 24, September 25, Losses on available-for-sale securities Other expense, net $ 53 $ 96 Total before tax 53 96 Tax benefit ( 14 ) ( 23 ) Net of tax $ 39 $ 73 Amounts Reclassified from AOCI 39-Week Period Ended AOCI Component Statement of Operations Classification September 24, September 25, Losses on available-for-sale securities Other expense, net $ 182 $ 166 Total before tax 182 166 Tax benefit ( 46 ) ( 39 ) Net of tax $ 136 $ 127 The gross amount and related tax (expense) benefit recorded in, and associated with, each component of other comprehensive income (loss) were as follows (in thousands): 13-Weeks Ended September 24, 2023 September 25, 2022 Before Tax Tax After Tax Before Tax Tax After Tax Available-for-sale debt securities: Unrealized net holding gain (loss) $ 271 $ ( 71 ) $ 200 $ ( 562 ) $ 133 $ ( 429 ) Amounts reclassified for realized losses to earnings 53 ( 14 ) 39 96 ( 23 ) 73 Total other comprehensive income (loss) $ 324 $ ( 85 ) $ 239 $ ( 466 ) $ 110 $ ( 356 ) 39-Weeks Ended September 24, 2023 September 25, 2022 Before Tax Tax After Tax Before Tax Tax After Tax Available-for-sale debt securities: Unrealized net holding gain (loss) $ 916 $ ( 230 ) $ 686 $ ( 2,159 ) $ 510 $ ( 1,649 ) Amounts reclassified for realized losses to earnings 182 ( 46 ) 136 166 ( 39 ) 127 Total other comprehensive income (loss) $ 1,098 $ ( 276 ) $ 822 $ ( 1,993 ) $ 471 $ ( 1,522 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 24, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 19. Commitments and Contingencies Supplier Contracts: The Company purchases its egg inventories under long-term supply contracts with farms. Purchase commitments contained in these arrangements are variable dependent on the quantity of eggs produced by the farms. Accordingly, there are no estimable future purchase commitments associated with these supplier contracts and there are no minimum payments associated with these long-term supply contracts. The Company records the total cost of eggs into inventory, and they are expensed to cost of goods sold when the associated eggs are sold to customers and are also reported as part of our variable lease cost. Warehouse Agreement: The Company expects to execute a warehouse storage agreement during and commencing in the fourth quarter of fiscal year 2023. Future undiscounted minimum payments contained in this agreement are approximately $ 8.0 million over a term of 39 months. 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 September 24, 2023, the Company has not incurred any material costs as a result of such indemnification agreements. Litigation: The Company is subject to various claims and contingencies that are in the scope of ordinary and routine litigation incidental to its business, including those related to regulation, litigation, business transactions, employee-related matters and taxes, among others. When the Company becomes aware of a claim or potential claim, the likelihood of any loss or exposure is assessed. Based on these assessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our assessments and estimates. On May 20, 2021, the Company and certain of its current and former officers were named as defendants in a class action complaint captioned Nicholas A. Usler et al. v. Vital Farms, Inc. et al. in the United States District Court for the Western District of Texas. The plaintiffs alleged false advertising claims on behalf of themselves and a putative class of alleged consumers of the Company’s eggs. The named officers of the Company were subsequently dismissed as defendants in this matter. In September 2023, the parties engaged in mediation to discuss potential settlement of remaining claims, but no agreement was reached and the lawsuit is ongoing. The Company believes the claims are without merit and is vigorously defending itself in this matter. Given the uncertainty of the litigation, the stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, the Company is unable to reasonably estimate the possible loss or range of loss, if any, that may result from the claim. Although the Company maintains insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions and caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company records a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the claim if the likelihood of a potential loss is reasonably possible. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 24, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 20. Related Party Transactions Ovabrite, Inc.: Ovabrite, Inc., a Delaware corporation (“Ovabrite”), has been deemed a related party because its founders were stockholders of the Company, with the majority stockholder in Ovabrite also serving as the Company’s executive chairperson and member of the Company’s board of directors. Since Ovabrite’s incorporation in November 2016, the Company has been deemed to have had a variable interest in Ovabrite, and Ovabrite has been deemed to have been a variable interest entity, of which the Company has been the primary beneficiary. Accordingly, the Company has consolidated the results of Ovabrite since November 2016. All significant intercompany transactions between the Company and Ovabrite have been eliminated in consolidation. Effective August 30, 2022, Ovabrite’s board of directors and the holders of the majority of its outstanding capital stock consented to dissolving the entity, and a Certificate of Dissolution was filed with the Delaware Secretary of State. As of September 24, 2023, Ovabrite had completed its business activities and liquidated its remaining assets. For the 13-week and 39-week periods ended September 24, 2023 and September 25, 2022, the results of operations of the Ovabrite entity were immaterial. Sandpebble Builders Preconstruction, Inc.: The Company utilizes Sandpebble Builders Preconstruction, Inc. and Sandpebble South, Inc. (collectively “Sandpebble”) for project management and related services associated with the construction and expansion of our egg processing facilities, including site selection, project management and related services for our potential new egg packing facility. Victor Canseco, the owner and principal of Sandpebble, is the father of Russell Diez-Canseco, the Company’s President and Chief Executive Officer and a member of the Company’s board of directors. In connection with the services described above, the Company paid Sandpebble $ 158 and $ 430 during the 13-week periods ended September 24, 2023 and September 25, 2022, respectively, and $ 413 and $ 801 during the 39-week periods ended September 24, 2023 and September 25, 2022, respectively. Amounts paid to Sandpebble are included in property, plant and equipment, net and selling, general and administrative costs. As of September 24, 2023 and September 25, 2022, amounts owed to Sandpebble were $ 347 and $ 745 , respectively, and are included in accrued liabilities. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 24, 2023 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The new accounting pronouncements recently adopted by the Company are described in the Company’s audited consolidated financial statements as of and for the fiscal year ended December 25, 2022, and the notes thereto, which are included in our Annual Report. Except as described below, there have been no new accounting pronouncements adopted by the Company during the 39-week period ended September 24, 2023. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, ASU 2020-03 and ASU 2022-02 (collectively, “Topic 326”), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Topic 326 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The Company adopted ASU 2016-13 on December 26, 2022. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. There was no impact on the Company’s unaudited condensed consolidated financial statements at adoption. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted ASU 2019-12 during fiscal year 2022 and there was no material impact on the Company’s consolidated financial statements for the year ended December 25, 2022 or on the unaudited condensed consolidated financial statements presented herein. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted None. |
Investment Securities (Tables)
Investment Securities (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available-for-sale Investment Securities | The following table summarizes the Company’s available-for-sale investment securities as of September 24, 2023: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value U.S. corporate bonds and U.S. dollar $ 40,177 $ — $ ( 921 ) $ — $ 39,256 Total $ 40,177 $ — $ ( 921 ) $ — $ 39,256 The following table summarizes the Company’s available-for-sale investment securities as of December 25, 2022: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value U.S. corporate bonds and U.S. dollar $ 66,658 $ 4 $ ( 2,000 ) $ — $ 64,662 U.S. Treasury 1,176 — ( 24 ) — 1,152 Total $ 67,834 $ 4 $ ( 2,024 ) $ — $ 65,814 |
Summary of Contractual Maturities of Investment Securities | The amortized cost and fair value of the Company’s investments in available-for-sale securities as of September 24, 2023 by contractual maturity are as follows: Amortized Cost Fair Value Due within one year $ 26,680 $ 26,209 Due after one year through five years 13,497 13,047 Total available-for-sale $ 40,177 $ 39,256 |
Schedule of Unrealized Loss Aging for Available-for-sale Securities | The following tables present the Company ’s unrealized loss aging for available-for-sale securities by type and length of time the security was in a continuous unrealized loss position as of the periods presented: September 24, 2023 Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. corporate bonds and U.S. dollar $ 2,316 $ ( 24 ) $ 34,870 $ ( 897 ) $ 37,186 $ ( 921 ) Total $ 2,316 $ ( 24 ) $ 34,870 $ ( 897 ) $ 37,186 $ ( 921 ) December 25, 2022 Less than 12 months 12 months or longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. corporate bonds and U.S. dollar $ 31,657 $ ( 888 ) $ 32,406 $ ( 1,112 ) $ 64,063 $ ( 2,000 ) U.S. Treasury — — 1,176 ( 24 ) 1,176 ( 24 ) Total $ 31,657 $ ( 888 ) $ 33,582 $ ( 1,136 ) $ 65,239 $ ( 2,024 ) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule Of Notional Amounts of Outstanding Derivative Instruments | The following table presents the aggregated outstanding notional amounts related to the Company’s derivative financial instruments for the periods presented: Metric September 24, December 25, Commodity: Corn Bushels (in thousands) 933 — Soybean Meal Tons 10 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis for the periods presented: Fair Value Measurements as of September 24, 2023, Using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market $ 47,559 $ — $ — $ 47,559 Investment securities, available-for-sale: U.S. corporate bonds and U.S. dollar — 39,256 — 39,256 Prepaid expenses and other current assets: Derivative financial instruments — 99 — 99 Total assets measured at fair value $ 47,559 $ 39,355 $ — $ 86,914 Fair Value Measurements as of December 25, 2022, Using: Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market $ 6,740 $ — $ — $ 6,740 Investment securities, available-for-sale: U.S. corporate bonds and U.S. dollar — 64,662 — 64,662 U.S. Treasury — 1,152 — 1,152 Total assets measured at fair value $ 6,740 $ 65,814 $ — $ 72,554 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Net Revenue by Primary Product | The following table summarizes the Company’s net revenue by primary product for the periods presented: 13-Weeks Ended 39-Weeks Ended September 24, September 25, September 24, September 25, Net Revenue: Eggs and egg-related products $ 103,887 $ 86,191 $ 318,462 $ 236,419 Butter and butter-related products 6,542 5,849 17,584 15,550 Net Revenue $ 110,429 $ 92,040 $ 336,046 $ 251,969 |
Summary of Percentage of Net Revenue and Accounts Receivable, Net Due from Significant Customers | The percentage of net revenue from significant customers during the 13-week and 39-week periods ended September 24, 2023 and September 25, 2022 is as follows: Net Revenue Net Revenue Net Revenue Net Revenue Customer A 24 % 24 % 25 % 27 % Customer B * 11 % * 11 % * Revenue was less than 10% The percentage of accounts receivable, net due from significant customers as of September 24, 2023 and December 25, 2022 is as follows: Accounts Receivable, Net as of September 24, 2023 Accounts Receivable, Net as of December 25, 2022 Customer A 19 % 23 % Customer B 11 % 12 % Customer C 10 % 13 % |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Allowance for Credit Loss [Abstract] | |
Schedule of Changes in Allowance for Credit Losses | Changes in the allowance for credit losses for the 39-week period ended September 24, 2023 were as follows: Trade receivables Other receivables Total As of December 25, 2022 $ ( 493 ) $ ( 206 ) $ ( 699 ) Provisions charged to operating results ( 170 ) ( 63 ) ( 233 ) Account write-offs 149 — 149 As of March 26, 2023 $ ( 514 ) $ ( 269 ) $ ( 783 ) (Provisions) reductions charged to operating results ( 328 ) 88 ( 240 ) Account write-offs 5 — 5 As of June 25, 2023 $ ( 837 ) $ ( 181 ) $ ( 1,018 ) Reductions (provisions) charged to operating results 128 ( 421 ) ( 293 ) Account write-offs 153 100 253 As of September 24, 2023 $ ( 556 ) $ ( 502 ) $ ( 1,058 ) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of the periods presented: September 24, December 25, Eggs and egg-related products $ 26,437 $ 13,675 Butter and butter-related products 3,095 5,718 Packaging 6,794 5,452 Pullets 1,236 981 Other 793 1,121 Reserve for inventory obsolescence ( 84 ) ( 98 ) Inventories $ 38,271 $ 26,849 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consisted of the following as of the periods presented: September 24, December 25, Land $ 552 $ 552 Land improvements 835 835 Buildings and improvements 30,235 29,667 Vehicles 1,055 894 Machinery and equipment 47,561 34,978 Leasehold improvements 919 919 Furniture and fixtures 780 685 Construction in progress 4,593 3,312 86,530 71,842 Less: Accumulated depreciation and amortization ( 18,671 ) ( 12,687 ) Property, plant and equipment, net $ 67,859 $ 59,155 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Cost | The components of lease cost, classified within cost of goods sold, selling, general and administrative and interest expense for the 13-week and 39-week periods ended September 24, 2023 and September 25, 2022 are below: 13-Weeks Ended 39-Weeks Ended September 24, September 25, September 24, September 25, Operating lease cost $ 411 $ 361 $ 1,133 $ 1,083 Finance lease cost – amortization of right-of-use assets 808 59 1,702 216 Finance lease cost – interest on lease liabilities 238 — 495 5 Short-term lease cost 316 32 738 46 Variable lease cost 973 800 4,651 1,870 Variable lease cost – long-term supply contracts 48,453 34,702 138,603 97,047 Total lease cost $ 51,199 $ 35,954 $ 147,322 $ 100,267 |
Summary of Operating and Finance Leases Future Undiscounted Cash Flows | Future undiscounted cash flows are as follows: As of September 24, 2023 Operating Leases Finance Leases 2023 $ 186 $ 1,001 2024 707 4,004 2025 575 4,004 2026 293 4,004 2027 — 3,332 Thereafter — — Total lease payments 1,761 16,345 Less imputed interest ( 115 ) ( 2,107 ) Total present value of lease liabilities $ 1,646 $ 14,238 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of the periods presented: September 24, December 25, Employee-related costs $ 7,473 $ 7,453 Promotions and customer deductions 6,686 4,414 Distribution fees and freight 4,607 2,351 Marketing and broker commissions 3,329 1,598 Purchases of inventory 1,606 1,349 Derivative premiums 1,094 — Property, plant and equipment 468 153 Professional fees 359 761 Other 1,107 398 Accrued liabilities $ 26,729 $ 18,477 |
Product Exit Costs (Tables)
Product Exit Costs (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Activity Related to Exit of Breakfast Products | The following tables summarize the activity related to the exit of the Company’s convenient breakfast product category during the periods presented: For the 39-Weeks Ended September 24, 2023 Description Statement of Operations Beginning Liability Balance Charges Incurred Amounts Paid or Settled Amounts Released as Unutilized Ending Liability Balance Asset write-downs Cost of goods sold $ 119 $ — $ ( 74 ) $ — $ 45 Total $ 119 $ — $ ( 74 ) $ — $ 45 For the 39-Weeks Ended September 25, 2022 Description Statement of Operations Charges Incurred Amounts Paid or Settled Amounts Released as Unutilized Ending Liability Balance Contract terminations Selling, general and administrative $ 1,126 $ ( 1,126 ) $ — $ — Inventory obsolescence Cost of goods sold 749 ( 749 ) — — Customer allowances Net revenue 146 ( 111 ) ( 35 ) — Asset write-downs Cost of goods sold 119 — — 119 Co-manufacturer charges Cost of goods sold 135 ( 135 ) — — Asset disposals Selling, general and administrative 66 ( 66 ) — — Total $ 2,341 $ ( 2,187 ) $ ( 35 ) $ 119 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance | As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following: September 24, December 25, Options to purchase common stock 4,285,419 4,634,205 Restricted stock units 574,083 505,504 Shares available for grant under the 2020 Equity Incentive 13,020,151 11,503,459 Total 17,879,653 16,643,168 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Recognized Stock - Based Compensation Expense | The Company recognized stock-based compensation expense in the condensed consolidated statements of operations for the periods presented: 13-Weeks Ended 39-Weeks Ended September 24, September 25, September 24, September 25, Cost of goods sold $ 61 $ 56 $ 194 $ 146 Selling, general and administrative expense 1,754 1,513 5,308 4,352 Total $ 1,815 $ 1,569 $ 5,502 $ 4,498 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 25, 2022: Number of Weighted- Weighted- Aggregate Outstanding as of December 25, 2022 4,634,205 $ 9.35 $ 38,522 Granted 514,920 $ 15.03 Exercised ( 642,500 ) $ 0.75 $ 8,169 Cancelled/Forfeited ( 221,206 ) $ 21.59 $ 61 Outstanding as of September 24, 2023 4,285,419 $ 10.69 6.0 $ 18,877 Options exercisable as of September 24, 2023 3,135,091 $ 9.17 5.3 $ 17,107 Options vested and expected to vest as of September 24, 2023 4,285,419 $ 10.69 6.0 $ 18,877 |
Summary of Restricted Stock Unit Activity | The following table summarizes the Company’s restricted stock units (“RSU”) activity since December 25, 2022: Number of Weighted- Unvested as of December 25, 2022 505,504 $ 13.58 Granted 348,510 $ 15.09 Vested 1 ( 216,150 ) $ 14.12 Forfeited ( 63,781 ) $ 14.02 Unvested as of September 24, 2023 574,083 $ 14.26 Includes 42,202 shares of common stock withheld to cover taxes on the release of vested RSUs, which became available for future grants pursuant |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Share | Basic and diluted net income (loss) per share attributable to Vital Farms, Inc. common stockholders were calculated as follows: 13-Weeks Ended 39-Weeks Ended September 24, September 25, September 24, September 25, Numerator: Net income (loss) $ 4,523 $ 711 $ 18,356 $ ( 635 ) Less: Net loss attributable to noncontrolling interests — ( 12 ) — ( 21 ) Net income (loss) attributable to Vital Farms, Inc. stockholders’ — basic and diluted $ 4,523 $ 723 $ 18,356 $ ( 614 ) Denominator: Weighted average common shares outstanding — basic 41,375,008 40,695,014 41,037,778 40,618,736 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive stock options 1,724,406 2,130,963 2,133,359 — Effect of potentially dilutive restricted stock units 33,359 49,486 116,781 — Effect of potentially dilutive common stock issuable pursuant to the ESPP 2,806 4,355 11,980 — Weighted average common shares outstanding — diluted 43,135,579 42,879,818 43,299,898 40,618,736 Net income (loss) per share attributable to Vital Farms, Inc. stockholders Basic $ 0.11 $ 0.02 $ 0.45 $ ( 0.02 ) Diluted $ 0.10 $ 0.02 $ 0.42 $ ( 0.02 ) |
Schedule of Common Shares Excluded from Computation of Diluted Earnings Per Share | The Company excluded the following shares of common stock, outstanding at each period end, from the computation of diluted net income (loss) per share attributable to Vital Farms, Inc. common stockholders for the periods indicated because including them would have had an anti-dilutive effect: 13-Weeks Ended 39-Weeks Ended September 24, September 25, September 24, September 25, Options to purchase common stock 434 415 14,287 2,251,142 Unvested restricted stock 47,789 41,856 8,362 41,718 Common stock issuable pursuant to the ESPP — — — 11,088 48,223 42,271 22,649 2,303,948 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 24, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The amounts reclassified from accumulated other comprehensive income (loss) (“AOCI”) to the unaudited consolidated statements of operations were as follows (in thousands): Amounts Reclassified from AOCI 13-Week Period Ended AOCI Component Statement of Operations Classification September 24, September 25, Losses on available-for-sale securities Other expense, net $ 53 $ 96 Total before tax 53 96 Tax benefit ( 14 ) ( 23 ) Net of tax $ 39 $ 73 Amounts Reclassified from AOCI 39-Week Period Ended AOCI Component Statement of Operations Classification September 24, September 25, Losses on available-for-sale securities Other expense, net $ 182 $ 166 Total before tax 182 166 Tax benefit ( 46 ) ( 39 ) Net of tax $ 136 $ 127 |
Schedule of Component of Other Comprehensive Income | The gross amount and related tax (expense) benefit recorded in, and associated with, each component of other comprehensive income (loss) were as follows (in thousands): 13-Weeks Ended September 24, 2023 September 25, 2022 Before Tax Tax After Tax Before Tax Tax After Tax Available-for-sale debt securities: Unrealized net holding gain (loss) $ 271 $ ( 71 ) $ 200 $ ( 562 ) $ 133 $ ( 429 ) Amounts reclassified for realized losses to earnings 53 ( 14 ) 39 96 ( 23 ) 73 Total other comprehensive income (loss) $ 324 $ ( 85 ) $ 239 $ ( 466 ) $ 110 $ ( 356 ) 39-Weeks Ended September 24, 2023 September 25, 2022 Before Tax Tax After Tax Before Tax Tax After Tax Available-for-sale debt securities: Unrealized net holding gain (loss) $ 916 $ ( 230 ) $ 686 $ ( 2,159 ) $ 510 $ ( 1,649 ) Amounts reclassified for realized losses to earnings 182 ( 46 ) 136 166 ( 39 ) 127 Total other comprehensive income (loss) $ 1,098 $ ( 276 ) $ 822 $ ( 1,993 ) $ 471 $ ( 1,522 ) |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) | 9 Months Ended |
Sep. 24, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Date of incorporation | Jun. 06, 2013 |
Investment Securities - Summary
Investment Securities - Summary of Available-for-sale Investment Securities (Details) - USD ($) | Sep. 24, 2023 | Dec. 25, 2022 |
Schedule Of Available For Sale Securities [Line Items] | ||
Total available-for-sale Amortized Cost | $ 40,177,000 | $ 67,834,000 |
Unrealized Gains | 0 | 4,000 |
Unrealized Losses | (921,000) | (2,024,000) |
Allowance for Credit Losses | 0 | 0 |
Fair Value | 39,256,000 | 65,814,000 |
U.S. corporate bonds and U.S. dollar denominated foreign bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total available-for-sale Amortized Cost | 40,177,000 | 66,658,000 |
Unrealized Gains | 0 | 4,000 |
Unrealized Losses | (921,000) | (2,000,000) |
Allowance for Credit Losses | 0 | 0 |
Fair Value | $ 39,256,000 | 64,662,000 |
U.S. Treasury | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Total available-for-sale Amortized Cost | 1,176,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | (24,000) | |
Allowance for Credit Losses | 0 | |
Fair Value | $ 1,152,000 |
Investment Securities - Additio
Investment Securities - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 24, 2023 USD ($) Position Security | Sep. 25, 2022 USD ($) | Sep. 24, 2023 USD ($) Position Security | Sep. 25, 2022 USD ($) | Dec. 25, 2022 USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | |||||
Proceeds from the sale of available-for-sale securities | $ 988,000 | $ 0 | $ 2,895,000 | $ 0 | |
Unrealized Losses | $ 921,000 | $ 921,000 | $ 2,024,000 | ||
Unrealized Loss Position greater than 12 months | Position | 57 | 57 | |||
Allowance for Credit Losses | $ 0 | $ 0 | $ 0 | ||
Maximum [Member] | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Unrealized Losses | $ 71,000 | $ 71,000 | |||
AFS Securities | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Number of Securities Issuances for unrealized losses | Security | 60 | 60 |
Investment Securities - Summa_2
Investment Securities - Summary of Contractual Maturities of Investment Securities (Details) - USD ($) $ in Thousands | Sep. 24, 2023 | Dec. 25, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Due within one year Amortized Cost | $ 26,680 | |
Due after one year through five years Amortized Cost | 13,497 | |
Total available-for-sale Amortized Cost | 40,177 | $ 67,834 |
Due within one year Fair Value | 26,209 | |
Due after one year through five years Fair Value | 13,047 | |
Total available-for-sale Fair Value | $ 39,256 | $ 65,814 |
Investment Securities - Schedul
Investment Securities - Schedule of Unrealized Loss Aging for Available-for-sale Securities (Details) - USD ($) $ in Thousands | Sep. 24, 2023 | Dec. 25, 2022 |
Schedule Of Available For Sale Securities [Line Items] | ||
Fair value, less than 12 months | $ 2,316 | $ 31,657 |
Unrealized losses, less than 12 months | (24) | (888) |
Fair value, 12 months or longer | 34,870 | 33,582 |
Unrealized losses, 12 months or longer | (897) | (1,136) |
Fair value, Total | 37,186 | 65,239 |
Unrealized losses, Total | (921) | (2,024) |
U.S. corporate bonds and U.S. dollar denominated foreign bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Fair value, less than 12 months | 2,316 | 31,657 |
Unrealized losses, less than 12 months | (24) | (888) |
Fair value, 12 months or longer | 34,870 | 32,406 |
Unrealized losses, 12 months or longer | (897) | (1,112) |
Fair value, Total | 37,186 | 64,063 |
Unrealized losses, Total | $ (921) | (2,000) |
U.S. Treasury | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Fair value, less than 12 months | 0 | |
Unrealized losses, less than 12 months | 0 | |
Fair value, 12 months or longer | 1,176 | |
Unrealized losses, 12 months or longer | (24) | |
Fair value, Total | 1,176 | |
Unrealized losses, Total | $ (24) |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule Of Notional Amounts of Outstanding Derivative Instruments (Details) Bushels in Thousands | Sep. 24, 2023 T Bushels | Dec. 25, 2022 Bushels T |
Corn | ||
Derivative [Line Items] | ||
Notional amounts of derivative financial instruments | Bushels | 933 | 0 |
Soybean Meal | ||
Derivative [Line Items] | ||
Notional amounts of derivative financial instruments | T | 10 | 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Pre-tax amount of derivative losses | $ (761) | $ 0 | ||
Commodity Contract [Member] | Non designated [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Pre-tax amount of derivative losses | $ (588) | $ 0 | $ (2,405) | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Sep. 24, 2023 | Dec. 25, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | $ 86,914 | $ 72,554 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 47,559 | 6,740 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 39,355 | 65,814 |
Money market | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 47,559 | 6,740 |
Money market | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 47,559 | 6,740 |
U.S. corporate bonds and U.S. dollar denominated foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 39,256 | 64,662 |
U.S. corporate bonds and U.S. dollar denominated foreign bonds | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 39,256 | 64,662 |
U.S. Treasury | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 1,152 | |
U.S. Treasury | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | $ 1,152 | |
Derivative financial instruments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | 99 | |
Derivative financial instruments | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Assets measured at fair value | $ 99 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Sep. 24, 2023 USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value liabilities transfers, Level 2 to Level 1 | $ 0 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Revenue by Primary Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 110,429 | $ 92,040 | $ 336,046 | $ 251,969 |
Eggs And Egg Related Product | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 103,887 | 86,191 | 318,462 | 236,419 |
Butter and Butter Related Products | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 6,542 | $ 5,849 | $ 17,584 | $ 15,550 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Percentage of Net Revenue from Significant Customers (Details) - Customer Concentration Risk - Net Revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Customer A | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk percentage | 24% | 24% | 25% | 27% |
Customer B | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk percentage | 11% | 11% |
Revenue Recognition - Summary_3
Revenue Recognition - Summary of Percentage of Accounts Receivable, Net Due from Significant Customers (Details) - Customer Concentration Risk - Accounts Receivable | 9 Months Ended | 12 Months Ended |
Sep. 24, 2023 | Dec. 25, 2022 | |
Customer A | ||
Disaggregation Of Revenue [Line Items] | ||
Concentration risk percentage | 19% | 23% |
Customer B | ||
Disaggregation Of Revenue [Line Items] | ||
Concentration risk percentage | 11% | 12% |
Customer C | ||
Disaggregation Of Revenue [Line Items] | ||
Concentration risk percentage | 10% | 13% |
Allowance for Credit Losses - A
Allowance for Credit Losses - Additional Information (Details) - USD ($) $ in Thousands | Sep. 24, 2023 | Jun. 25, 2023 | Mar. 26, 2023 | Dec. 25, 2022 |
Allowance for Credit Loss [Abstract] | ||||
Allowance for credit losses | $ 1,058 | $ 1,018 | $ 783 | $ 699 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Schedule of Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 24, 2023 | Jun. 25, 2023 | Mar. 26, 2023 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Allowance for credit losses, Beginning balance | $ (1,018) | $ (783) | $ (699) |
Reductions (provisions) charged to operating results | (293) | (240) | (233) |
Account write-off | 253 | 5 | 149 |
Allowance for credit losses,Ending balance | (1,058) | (1,018) | (783) |
Trade Receivable [Member] | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Allowance for credit losses, Beginning balance | (837) | (514) | (493) |
Reductions (provisions) charged to operating results | 128 | (328) | (170) |
Account write-off | 153 | 5 | 149 |
Allowance for credit losses,Ending balance | (556) | (837) | (514) |
Other Receivables [Member] | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Allowance for credit losses, Beginning balance | (181) | (269) | (206) |
Reductions (provisions) charged to operating results | (421) | 88 | (63) |
Account write-off | 100 | 0 | 0 |
Allowance for credit losses,Ending balance | $ (502) | $ (181) | $ (269) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 24, 2023 | Dec. 25, 2022 |
Inventory [Line Items] | ||
Reserve for inventory obsolescence | $ (84) | $ (98) |
Inventories | 38,271 | 26,849 |
Eggs and Egg Related Products | ||
Inventory [Line Items] | ||
Inventory gross | 26,437 | 13,675 |
Butter and Butter Related Products | ||
Inventory [Line Items] | ||
Inventory gross | 3,095 | 5,718 |
Packaging | ||
Inventory [Line Items] | ||
Inventory gross | 6,794 | 5,452 |
Pullets | ||
Inventory [Line Items] | ||
Inventory gross | 1,236 | 981 |
Other | ||
Inventory [Line Items] | ||
Inventory gross | $ 793 | $ 1,121 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 24, 2023 | Dec. 25, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 86,530 | $ 71,842 |
Less: Accumulated depreciation and amortization | (18,671) | (12,687) |
Property, plant and equipment, net | 67,859 | 59,155 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 552 | 552 |
Land improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 835 | 835 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 30,235 | 29,667 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,055 | 894 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 47,561 | 34,978 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 919 | 919 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 780 | 685 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,593 | $ 3,312 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization of property, plant and equipment | $ 2,052 | $ 1,508 | $ 5,595 | $ 3,795 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 411 | $ 361 | $ 1,133 | $ 1,083 |
Finance lease cost - amortization of right-of-use assets | 808 | 59 | 1,702 | 216 |
Finance lease cost - interest on lease liabilities | 238 | 0 | 495 | 5 |
Short-term lease cost | 316 | 32 | 738 | 46 |
Variable lease cost | 973 | 800 | 4,651 | 1,870 |
Variable lease cost - long-term supply contracts | 48,453 | 34,702 | 138,603 | 97,047 |
Total lease cost | $ 51,199 | $ 35,954 | $ 147,322 | $ 100,267 |
Leases - Summary of Operating a
Leases - Summary of Operating and Finance Leases Future Undiscounted Cash Flows (Details) $ in Thousands | Sep. 24, 2023 USD ($) |
Leases [Abstract] | |
Operating leases 2023 | $ 186 |
Operating leases 2024 | 707 |
Operating leases 2025 | 575 |
Operating leases 2026 | 293 |
Operating leases 2027 | 0 |
Operating leases Thereafter | 0 |
Total lease payments | 1,761 |
Less imputed interest | (115) |
Total present value of lease liabilities | 1,646 |
Finance leases 2023 | 1,001 |
Finance leases 2024 | 4,004 |
Finance leases 2025 | 4,004 |
Finance leases 2026 | 4,004 |
Finance leases 2027 | 3,332 |
Finance leases Thereafter | 0 |
Total lease payments | 16,345 |
Less imputed interest | (2,107) |
Total present value of lease liabilities | $ 14,238 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 24, 2023 | Sep. 25, 2022 | |
Leases [Abstract] | ||
ROU assets obtained in exchange for new finance lease obligations | $ 7,132 | $ 26 |
ROU assets obtained in exchange for new operating lease obligations | $ 703 | $ 0 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 24, 2023 | Dec. 25, 2022 |
Payables and Accruals [Abstract] | ||
Employee-related costs | $ 7,473 | $ 7,453 |
Promotions and customer deductions | 6,686 | 4,414 |
Distribution fees and freight | 4,607 | 2,351 |
Marketing and broker commissions | 3,329 | 1,598 |
Purchases of inventory | 1,606 | 1,349 |
Derivative premiums | 1,094 | 0 |
Property, plant and equipment | 468 | 153 |
Professional fees | 359 | 761 |
Other | 1,107 | 398 |
Accrued liabilities | $ 26,729 | $ 18,477 |
Product Exit Costs - Additional
Product Exit Costs - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 24, 2023 | Dec. 25, 2022 | Sep. 25, 2022 | |
Restructuring and Related Activities [Abstract] | |||
Liability balance related to exit | $ 45 | $ 119 | $ 119 |
Liability balance settled or released date | Dec. 31, 2023 |
Product Exit Costs - Summary of
Product Exit Costs - Summary of Activity Related to Exit of Breakfast Products (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 24, 2023 | Sep. 25, 2022 | |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | $ 119 | |
Charges Incurred | 0 | $ 2,341 |
Amounts Paid or Settled | (74) | (2,187) |
Amounts Released as Unutilized | 0 | (35) |
Restructuring Reserve, Ending Balance | 45 | 119 |
Net Revenue | Customer Allowances | ||
Restructuring Cost And Reserve [Line Items] | ||
Charges Incurred | 146 | |
Amounts Paid or Settled | (111) | |
Amounts Released as Unutilized | (35) | |
Restructuring Reserve, Ending Balance | 0 | |
Cost of Goods Sold | Inventory Obsolescence | ||
Restructuring Cost And Reserve [Line Items] | ||
Charges Incurred | 749 | |
Amounts Paid or Settled | (749) | |
Amounts Released as Unutilized | 0 | |
Restructuring Reserve, Ending Balance | 0 | |
Cost of Goods Sold | Asset Write-downs | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring Reserve, Beginning Balance | 119 | |
Charges Incurred | 0 | 119 |
Amounts Paid or Settled | (74) | 0 |
Amounts Released as Unutilized | 0 | 0 |
Restructuring Reserve, Ending Balance | $ 45 | 119 |
Cost of Goods Sold | Co-manufacturer Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Charges Incurred | 135 | |
Amounts Paid or Settled | (135) | |
Amounts Released as Unutilized | 0 | |
Restructuring Reserve, Ending Balance | 0 | |
Selling, General and Administrative | Asset Disposals | ||
Restructuring Cost And Reserve [Line Items] | ||
Charges Incurred | 66 | |
Amounts Paid or Settled | (66) | |
Amounts Released as Unutilized | 0 | |
Restructuring Reserve, Ending Balance | 0 | |
Selling, General and Administrative | Contract Terminations | ||
Restructuring Cost And Reserve [Line Items] | ||
Charges Incurred | 1,126 | |
Amounts Paid or Settled | (1,126) | |
Amounts Released as Unutilized | 0 | |
Restructuring Reserve, Ending Balance | $ 0 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | Oct. 31, 2017 | |
Revolving Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Proceeds from borrowing under revolving line of credit | $ 7,500,000 | $ 0 | |||
Repayment of revolving line of credit | 7,500,000 | 0 | |||
Outstanding Debt | $ 0 | 0 | |||
Interest expense | 0 | $ 0 | 7,000 | $ 0 | |
PNC Bank, National Association | Revolving Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 10,000,000 | ||||
PNC Bank, National Association | Revolving Line of Credit | Sixth Amendment | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 20,000,000 | $ 20,000,000 | |||
PNC Bank, National Association | Revolving Line of Credit | Tenth Amendment | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument basis spread on variable rate | 2% | ||||
PNC Bank, National Association | Revolving Line of Credit | Tenth Amendment | Alternate Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument basis spread on variable rate | 1% | ||||
PNC Bank, National Association | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | 4,700,000 | ||||
PNC Bank, National Association | Equipment Loan | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 1,500,000 | ||||
PNC Bank, National Association | Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility covenant terms | The Credit Facility is secured by all of the Company’s assets (other than real property and certain other property excluded pursuant to the terms of the Credit Facility) and requires the Company to maintain three financial covenants: a fixed charge coverage ratio, a leverage ratio and a minimum tangible net worth requirement. The Credit Facility also contains various covenants relating to limitations on indebtedness, acquisitions, mergers, consolidations and the sale of properties and liens. | ||||
Line of credit facility covenant compliance | As of September 24, 2023, the Company was in compliance with all covenants under the Credit Facility. | ||||
PNC Bank, National Association | Credit Facility | Eleventh Amendment | |||||
Debt Instrument [Line Items] | |||||
Maturity of long term debt | Apr. 02, 2025 | ||||
PNC Bank, National Association | Credit Facility | Term Loan And Equipment Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument eliminated | 2021-04 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 24, 2023 | Dec. 25, 2022 | |
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 310,000,000 | 310,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 41,574,449 | 40,746,990 |
Common stock, shares outstanding | 41,574,449 | 40,746,990 |
Common stock voting rights | Each share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of the Company’s stockholders. | |
Common stock dividend declared or paid | $ 0 |
Common Stock - Schedule of Rese
Common Stock - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares | Sep. 24, 2023 | Dec. 25, 2022 |
Class Of Stock [Line Items] | ||
Common stock for issuance | 17,879,653 | 16,643,168 |
Employee Stock Option | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 4,285,419 | 4,634,205 |
Restricted Stock Units | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 574,083 | 505,504 |
Shares Available for Grant | 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Common stock for issuance | 13,020,151 | 11,503,459 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jan. 01, 2023 | Jul. 31, 2020 | Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | Dec. 25, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Fair value of shares vested | $ 1,633 | $ 2,261 | $ 2,905 | $ 4,471 | |||
Common stock for issuance | 17,879,653 | 17,879,653 | 16,643,168 | ||||
Employee Stock Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ 4,300 | $ 4,300 | |||||
Expected weighted-average period of recognition | 1 year 9 months 7 days | ||||||
Stock options - vest year | 3 years | ||||||
Stock options - date of grant and expire | 10 years | ||||||
Common stock for issuance | 4,285,419 | 4,285,419 | 4,634,205 | ||||
Restricted Stock Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ 6,311 | $ 6,311 | |||||
RSU of shares vested | $ 113 | $ 44 | $ 3,026 | $ 1,541 | |||
Expected weighted-average period of recognition | 1 year 11 months 19 days | ||||||
Common stock for issuance | 574,083 | 574,083 | 505,504 | ||||
Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock options - vest year | 3 years | ||||||
2020 Equity Incentive Plan | Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Maximum number of shares issuable | 8,595,871 | ||||||
Percentage of outstanding common stock | 4% | ||||||
Share-based compensation award, description | Initially, the maximum number of the Company’s common stock that may be issued under the 2020 Incentive Plan was 8,595,871 shares. The 2020 Incentive Plan provides that the number of shares reserved and available for issuance under the 2020 Incentive Plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to 4% of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s board of directors. | ||||||
Number of shares available for future grants | 10,922,624 | 10,922,624 | |||||
Number of new shares issued | 1,629,884 | ||||||
2020 Employee Stock Purchase Plan | Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Maximum number of shares issuable | 900,000 | ||||||
Percentage of outstanding common stock | 1% | ||||||
Share-based compensation award, description | . The 2020 ESPP authorizes the initial issuance of up to 900,000 shares of the Company’s common stock to eligible employees of the Company or, as designated by the Company’s board of directors, employees of a related company. The 2020 ESPP provides that the number of shares reserved and available for issuance under the 2020 ESPP will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to the lesser of (i) 1% of the outstanding number of shares of common stock on the immediately preceding December 31 and (ii) 900,000, or such lesser number of shares as determined by the Company’s board of directors. As of September 24, 2023, 2,097,527 shares of | ||||||
Number of new shares issued | 407,471 | ||||||
Common stock for issuance | 2,097,527 | 2,097,527 |
Stock-Based Compensation -Summa
Stock-Based Compensation -Summary of Recognized Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,815 | $ 1,569 | $ 5,502 | $ 4,498 |
Cost of Goods Sold | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 61 | 56 | 194 | 146 |
Selling, General and Administrative | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,754 | $ 1,513 | $ 5,308 | $ 4,352 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 24, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Number of Options, Beginning balance | 4,634,205 |
Number of Options, Granted | 514,920 |
Number of Options, Exercised | (642,500) |
Number of Options, Cancelled | (221,206) |
Number of Options, Ending balance | 4,285,419 |
Number of Options, Options exercisable as of June 25, 2023 | 3,135,091 |
Number of Options, Options vested and expected to vest as of June 25, 2023 | 4,285,419 |
Weighted-Average Exercise Price, Beginning balance | $ 9.35 |
Weighted-Average Exercise Price, Options Granted | 15.03 |
Weighted-Average Exercise Price, Options Exercised | 0.75 |
Weighted-Average Exercise Price, Options Cancelled | 21.59 |
Weighted-Average Exercise Price, Ending balance | 10.69 |
Weighted-Average Exercise Price, Options exercisable as of June 25, 2023 | 9.17 |
Weighted-Average Exercise Price, Options vested and expected to vest as of June 25, 2023 | $ 10.69 |
Weighted Average Remaining Contractual Life (Years), Balance | 6 years |
Weighted Average Remaining Contractual Life (Years), Options exercisable as of June 25, 2023 | 5 years 3 months 18 days |
Weighted Average Remaining Contractual Life (Years), Options vested and expected to vest as of June 25, 2023 | 6 years |
Aggregate Intrinsic Value, Beginning balance | $ 38,522 |
Aggregate Intrinsic Value, Exercised | 8,169 |
Aggregate Intrinsic Value, Cancelled | 61 |
Aggregate Intrinsic Value, Ending balance | 18,877 |
Aggregate Intrinsic Value, Options exercisable as of June 25, 2023 | 17,107 |
Aggregate Intrinsic Value, Options vested and expected to vest as of June 25, 2023 | $ 18,877 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units | 9 Months Ended | |
Sep. 24, 2023 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of RSUs, Beginning balance | shares | 505,504 | |
Number of RSUs, Granted | shares | 348,510 | |
Number of RSUs, Vested | shares | (216,150) | [1] |
Number of RSUs, Forfeited | shares | (63,781) | |
Number of RSUs, Ending balance | shares | 574,083 | |
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares | $ 13.58 | |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 15.09 | |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 14.12 | [1] |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 14.02 | |
Weighted-Average Grant Date Fair Value, Ending balance | $ / shares | $ 14.26 | |
[1] Includes 42,202 shares of common stock withheld to cover taxes on the release of vested RSUs, which became available for future grants pursuant |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Parenthetical) (Details) | 9 Months Ended |
Sep. 24, 2023 shares | |
Restricted Stock Units | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares of common stock withheld to cover taxes | 42,202 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Dec. 25, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 11% | 67% | 19% | (27.00%) |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 24, 2023 | Jun. 25, 2023 | Mar. 26, 2023 | Sep. 25, 2022 | Jun. 26, 2022 | Mar. 27, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Numerator: | ||||||||
Net income (loss) | $ 4,523 | $ 711 | $ 18,356 | $ (635) | ||||
Less: Net loss attributable to noncontrolling interests | 0 | (12) | $ (7) | $ (2) | 0 | (21) | ||
Net income (loss) attributable to Vital Farms, Inc. common stockholders | $ 4,523 | $ 6,683 | $ 7,150 | $ 723 | $ 199 | $ (1,536) | $ 18,356 | $ (614) |
Denominator: | ||||||||
Weighted average common shares outstanding — basic | 41,375,008 | 40,695,014 | 41,037,778 | 40,618,736 | ||||
Weighted average effect of potentially dilutive securities: | ||||||||
Weighted average common shares outstanding — diluted | 43,135,579 | 42,879,818 | 43,299,898 | 40,618,736 | ||||
Net income (loss) per share attributable to Vital Farms, Inc. stockholders | ||||||||
Basic | $ 0.11 | $ 0.02 | $ 0.45 | $ (0.02) | ||||
Diluted | $ 0.1 | $ 0.02 | $ 0.42 | $ (0.02) | ||||
Employee Stock Option | ||||||||
Weighted average effect of potentially dilutive securities: | ||||||||
Effect of potentially dilutive stock options | 1,724,406 | 2,130,963 | 2,133,359 | 0 | ||||
Restricted Stock Units | ||||||||
Weighted average effect of potentially dilutive securities: | ||||||||
Effect of potentially dilutive stock options | 33,359 | 49,486 | 116,781 | 0 | ||||
Employee Stock Purchase Plan | ||||||||
Weighted average effect of potentially dilutive securities: | ||||||||
Effect of potentially dilutive stock options | 2,806 | 4,355 | 11,980 | 0 |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Schedule of Excluded Common Shares Including at Anti-dilutive Effect (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 48,223 | 42,271 | 22,649 | 2,303,948 |
Options to Purchase Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 434 | 415 | 14,287 | 2,251,142 |
Unvested Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 47,789 | 41,856 | 8,362 | 41,718 |
Common Stock Issuable pursuant to the ESPP | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 0 | 0 | 11,088 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified from accumulated other comprehensive loss to earnings | $ 53 | $ 96 | $ 182 | $ 166 |
Tax (expense) benefit | (14) | (23) | (46) | (39) |
Net of tax | 39 | 73 | 136 | 127 |
Gains (Losses) on available-for-sale securities | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified from accumulated other comprehensive loss to earnings | $ 53 | $ 96 | $ 182 | $ 166 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Schedule of Component of Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 24, 2023 | Jun. 25, 2023 | Mar. 26, 2023 | Sep. 25, 2022 | Jun. 26, 2022 | Mar. 27, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Unrealized net holding gain (loss), Before Tax | $ 271 | $ (562) | $ 916 | $ (2,159) | ||||
Unrealized net holding gain (loss), Tax | (71) | 133 | (230) | 510 | ||||
Unrealized net holding gain (loss), After Tax | 200 | (429) | 686 | (1,649) | ||||
Amounts reclassified from accumulated other comprehensive loss to earnings | 53 | 96 | 182 | 166 | ||||
Amounts reclassified for realized losses to earnings | (14) | (23) | (46) | (39) | ||||
Net of tax | 39 | 73 | 136 | 127 | ||||
Income tax (expense) benefit related to items of other comprehensive income (loss) | (85) | 110 | (276) | 471 | ||||
Other comprehensive income (loss), net of tax | 239 | $ 162 | $ 421 | (356) | $ (383) | $ (783) | 822 | (1,522) |
Other comprehensive income (loss), before tax | 324 | (466) | 1,098 | (1,993) | ||||
Available-for-Sale Debt Securities | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Amounts reclassified from accumulated other comprehensive loss to earnings | $ 53 | $ 96 | $ 182 | $ 166 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Sep. 24, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Undiscounted minimum payments, Warehouse Agreement | $ 8 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Sandpebble Builders Preconstruction, Inc - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2023 | Sep. 25, 2022 | Sep. 24, 2023 | Sep. 25, 2022 | |
Related Party Transaction [Line Items] | ||||
Expense paid to related party | $ 158 | $ 430 | $ 413 | $ 801 |
Amounts owed to related party | $ 347 | $ 745 | $ 347 | $ 745 |