Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 27, 2020 | Nov. 10, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 27, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-27 | |
Entity Registrant Name | Vital Farms, Inc. | |
Entity Central Index Key | 0001579733 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-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 $0.0001 per share | |
Trading Symbol | VITL | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39411 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0496985 | |
Entity Address, Address Line One | 3601 South Congress Avenue | |
Entity Address, Address Line Two | Suite C100 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78704 | |
City Area Code | 877 | |
Local Phone Number | 455-3063 | |
Entity Common Stock, Shares Outstanding | 39,432,161 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 112,619 | $ 1,274 |
Accounts receivable, net | 17,551 | 16,108 |
Inventories | 11,728 | 12,947 |
Income taxes receivable | 322 | 1,615 |
Prepaid expenses and other current assets | 3,681 | 2,706 |
Total current assets | 145,901 | 34,650 |
Property, plant and equipment, net | 27,692 | 22,458 |
Notes receivable from related party | 831 | |
Goodwill | 3,858 | 3,858 |
Deposits and other assets | 142 | 151 |
Total assets | 177,593 | 61,948 |
Current liabilities: | ||
Accounts payable | 16,052 | 13,510 |
Accrued liabilities | 7,933 | 8,608 |
Current portion of long-term debt | 1,104 | 2,160 |
Lease obligation, current | 465 | 449 |
Contingent consideration, current | 138 | 270 |
Income taxes payable | 364 | |
Total current liabilities | 26,056 | 24,997 |
Long-term debt, net of current portion | 6,480 | 2,896 |
Lease obligation, net of current portion | 447 | 797 |
Contingent consideration, non-current | 32 | 382 |
Deferred tax liabilities, net | 2,137 | 755 |
Other liability, non-current | 422 | 272 |
Total liabilities | 35,574 | 30,099 |
Commitments and contingencies (Note 15) | ||
Redeemable convertible preferred stock (Series B, Series C and Series D), $0.0001 par value per share; 0 and 8,192,876 shares authorized, issued, and outstanding as of September 27, 2020 (unaudited) and December 29, 2019; aggregate liquidation preference of $0 and $40,436 as of September 27, 2020 (unaudited) and December 29, 2019 | 23,036 | |
Stockholders’ equity: | ||
Common stock, $0.0001 par value per share, 310,000,000 and 40,348,565 shares authorized as of September 27, 2020 (unaudited) and December 29, 2019; 39,432,161 and 31,429,898 shares issued as of September 27, 2020 (unaudited) and December 29, 2019, respectively; 39,432,161 and 25,934,980 shares outstanding as of September 27, 2020 (unaudited) and December 29, 2019, respectively | 5 | 3 |
Treasury stock, at cost, 5,494,918 common shares as of September 27, 2020 (unaudited) and December 29, 2019 | (16,276) | (16,276) |
Additional paid-in capital | 143,265 | 19,593 |
Retained earnings | 14,825 | 5,239 |
Total stockholders’ equity attributable to Vital Farms, Inc. stockholders | 141,819 | 8,559 |
Noncontrolling interests | 25 | 79 |
Total stockholders’ equity | 141,844 | 8,638 |
Total liabilities, redeemable noncontrolling interest, redeemable convertible preferred stock and stockholders’ equity | 177,593 | 61,948 |
Variable Interest Entity, Primary Beneficiary | ||
Current liabilities: | ||
Redeemable noncontrolling interest | $ 175 | $ 175 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Statement Of Financial Position [Abstract] | ||
Redeemable convertible preferred stock (Series B, Series C and Series D), par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock (Series B, Series C and Series D), shares authorized | 0 | 8,192,876 |
Redeemable convertible preferred stock (Series B, Series C and Series D), shares issued | 0 | 8,192,876 |
Redeemable convertible preferred stock (Series B, Series C and Series D), shares outstanding | 0 | 8,192,876 |
Redeemable convertible preferred stock (Series B, Series C and Series D), aggregate liquidation preference | $ 0 | $ 40,436 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 310,000,000 | 40,348,565 |
Common stock, shares issued | 39,432,161 | 31,429,898 |
Common stock, shares outstanding | 39,432,161 | 25,934,980 |
Treasury stock, common shares | 5,494,918 | 5,494,918 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Income Statement [Abstract] | ||||
Net revenue | $ 53,367 | $ 34,082 | $ 160,287 | $ 99,312 |
Cost of goods sold | 35,017 | 23,484 | 103,384 | 66,208 |
Gross profit | 18,350 | 10,598 | 56,903 | 33,104 |
Operating expenses: | ||||
Selling, general and administrative | 12,185 | 7,069 | 31,832 | 16,991 |
Shipping and distribution | 3,752 | 2,345 | 10,693 | 6,757 |
Total operating expenses | 15,937 | 9,414 | 42,525 | 23,748 |
Income from operations | 2,413 | 1,184 | 14,378 | 9,356 |
Other (expense) income, net: | ||||
Interest expense | (110) | (85) | (365) | (250) |
Other (expense) income, net | (21) | 47 | (182) | 1,369 |
Total other (expense) income, net | (131) | (38) | (547) | 1,119 |
Net income before income taxes | 2,282 | 1,146 | 13,831 | 10,475 |
Provision for income taxes | 620 | 323 | 4,300 | 2,839 |
Net income | 1,662 | 823 | 9,531 | 7,636 |
Less: Net (loss) income attributable to noncontrolling interests | (15) | (6) | (54) | 950 |
Net income attributable to Vital Farms, Inc. common stockholders | $ 1,677 | $ 829 | $ 9,585 | $ 6,686 |
Net income per share attributable to Vital Farms, Inc. stockholders: | ||||
Basic: | $ 0.05 | $ 0.03 | $ 0.33 | $ 0.26 |
Diluted: | $ 0.04 | $ 0.02 | $ 0.29 | $ 0.18 |
Weighted average common shares outstanding: | ||||
Basic: | 34,044,994 | 25,929,923 | 28,664,914 | 26,197,567 |
Diluted: | 39,111,018 | 37,472,406 | 33,275,902 | 36,959,507 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK , REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Initial Public Offering | Redeemable Convertible Preferred Stock | Redeemable Noncontrolling InterestVariable Interest Entity, Primary Beneficiary | Common Stock | Common StockInitial Public Offering | Treasury Stock | Additional Paid-In Capital | Additional Paid-In CapitalInitial Public Offering | Retained Earnings | Total Stockholders’ Equity Attributable to Vital Farms, Inc. Stockholders | Total Stockholders’ Equity Attributable to Vital Farms, Inc. StockholdersInitial Public Offering | Noncontrolling Interests |
Beginning balance, shares at Dec. 30, 2018 | 8,192,876 | ||||||||||||
Beginning balance at Dec. 30, 2018 | $ 23,036 | ||||||||||||
Beginning balance at Dec. 30, 2018 | $ 175 | ||||||||||||
Beginning balance, shares at Dec. 30, 2018 | 28,461,978 | (2,642,148) | |||||||||||
Beginning balance at Dec. 30, 2018 | $ 4,267 | $ 3 | $ (1,987) | $ 4,245 | $ 2,854 | $ 5,115 | $ (848) | ||||||
Issuance of common stock, net of issuance costs | 7,003 | 7,003 | 7,003 | ||||||||||
Issuance of common stock, net of issuance costs, Shares | 1,407,506 | ||||||||||||
Stock-based compensation expense | 143 | 143 | 143 | ||||||||||
Net income (loss) attributable to non- controlling interests - stockholders | 967 | 967 | |||||||||||
Net income attributable to Vital Farms, Inc. | 3,058 | 3,058 | 3,058 | ||||||||||
Ending balance at Mar. 31, 2019 | 15,438 | $ 3 | $ (1,987) | 11,391 | 5,912 | 15,319 | 119 | ||||||
Ending balance, shares at Mar. 31, 2019 | 8,192,876 | ||||||||||||
Ending balance at Mar. 31, 2019 | $ 23,036 | ||||||||||||
Ending balance at Mar. 31, 2019 | 175 | ||||||||||||
Ending balance, shares at Mar. 31, 2019 | 29,869,484 | (2,642,148) | |||||||||||
Beginning balance, shares at Dec. 30, 2018 | 8,192,876 | ||||||||||||
Beginning balance at Dec. 30, 2018 | $ 23,036 | ||||||||||||
Beginning balance at Dec. 30, 2018 | 175 | ||||||||||||
Beginning balance, shares at Dec. 30, 2018 | 28,461,978 | (2,642,148) | |||||||||||
Beginning balance at Dec. 30, 2018 | 4,267 | $ 3 | $ (1,987) | 4,245 | 2,854 | 5,115 | (848) | ||||||
Net income (loss) attributable to non- controlling interests - stockholders | 950 | ||||||||||||
Net income attributable to Vital Farms, Inc. | 6,686 | ||||||||||||
Ending balance at Sep. 29, 2019 | 12,505 | $ 3 | $ (16,276) | 19,136 | 9,540 | 12,403 | 102 | ||||||
Ending balance, shares at Sep. 29, 2019 | 8,192,876 | ||||||||||||
Ending balance at Sep. 29, 2019 | $ 23,036 | ||||||||||||
Ending balance at Sep. 29, 2019 | 175 | ||||||||||||
Ending balance, shares at Sep. 29, 2019 | 31,424,830 | (5,494,918) | |||||||||||
Beginning balance, shares at Mar. 31, 2019 | 8,192,876 | ||||||||||||
Beginning balance at Mar. 31, 2019 | $ 23,036 | ||||||||||||
Beginning balance at Mar. 31, 2019 | 175 | ||||||||||||
Beginning balance, shares at Mar. 31, 2019 | 29,869,484 | (2,642,148) | |||||||||||
Beginning balance at Mar. 31, 2019 | 15,438 | $ 3 | $ (1,987) | 11,391 | 5,912 | 15,319 | 119 | ||||||
Issuance of common stock, net of issuance costs | 7,094 | 7,094 | 7,094 | ||||||||||
Issuance of common stock, net of issuance costs, Shares | 1,407,506 | ||||||||||||
Exercise of stock options | 218 | 218 | 218 | ||||||||||
Exercise of stock options, Shares | 147,840 | ||||||||||||
Repurchase of common stock | (14,289) | $ (14,289) | (14,289) | ||||||||||
Repurchase of common stock, Shares | (2,852,770) | ||||||||||||
Stock-based compensation expense | 143 | 143 | 143 | ||||||||||
Net income (loss) attributable to non- controlling interests - stockholders | (11) | (11) | |||||||||||
Net income attributable to Vital Farms, Inc. | 2,799 | 2,799 | 2,799 | ||||||||||
Ending balance at Jun. 30, 2019 | 11,392 | $ 3 | $ (16,276) | 18,846 | 8,711 | 11,284 | 108 | ||||||
Ending balance, shares at Jun. 30, 2019 | 8,192,876 | ||||||||||||
Ending balance at Jun. 30, 2019 | $ 23,036 | ||||||||||||
Ending balance at Jun. 30, 2019 | 175 | ||||||||||||
Ending balance, shares at Jun. 30, 2019 | 31,424,830 | (5,494,918) | |||||||||||
Stock-based compensation expense | 290 | 290 | 290 | ||||||||||
Net income (loss) attributable to non- controlling interests - stockholders | (6) | (6) | |||||||||||
Net income attributable to Vital Farms, Inc. | 829 | 829 | 829 | ||||||||||
Ending balance at Sep. 29, 2019 | $ 12,505 | $ 3 | $ (16,276) | 19,136 | 9,540 | 12,403 | 102 | ||||||
Ending balance, shares at Sep. 29, 2019 | 8,192,876 | ||||||||||||
Ending balance at Sep. 29, 2019 | $ 23,036 | ||||||||||||
Ending balance at Sep. 29, 2019 | 175 | ||||||||||||
Ending balance, shares at Sep. 29, 2019 | 31,424,830 | (5,494,918) | |||||||||||
Beginning balance, shares at Dec. 29, 2019 | 8,192,876 | 8,192,876 | |||||||||||
Beginning balance at Dec. 29, 2019 | $ 23,036 | $ 23,036 | |||||||||||
Beginning balance at Dec. 29, 2019 | 175 | ||||||||||||
Beginning balance, shares at Dec. 29, 2019 | 31,429,898 | (5,494,918) | |||||||||||
Beginning balance at Dec. 29, 2019 | 8,638 | $ 3 | $ (16,276) | 19,593 | 5,239 | 8,559 | 79 | ||||||
Exercise of stock options | 10 | 10 | 10 | ||||||||||
Exercise of stock options, Shares | 7,588 | ||||||||||||
Stock-based compensation expense | 448 | 448 | 448 | ||||||||||
Net income (loss) attributable to non- controlling interests - stockholders | (11) | (11) | |||||||||||
Net income attributable to Vital Farms, Inc. | 1,945 | 1,945 | 1,945 | ||||||||||
Ending balance at Mar. 29, 2020 | $ 11,030 | $ 3 | $ (16,276) | 20,051 | 7,184 | 10,962 | 68 | ||||||
Ending balance, shares at Mar. 29, 2020 | 8,192,876 | ||||||||||||
Ending balance at Mar. 29, 2020 | $ 23,036 | ||||||||||||
Ending balance at Mar. 29, 2020 | 175 | ||||||||||||
Ending balance, shares at Mar. 29, 2020 | 31,437,486 | (5,494,918) | |||||||||||
Beginning balance, shares at Dec. 29, 2019 | 8,192,876 | 8,192,876 | |||||||||||
Beginning balance at Dec. 29, 2019 | $ 23,036 | $ 23,036 | |||||||||||
Beginning balance at Dec. 29, 2019 | 175 | ||||||||||||
Beginning balance, shares at Dec. 29, 2019 | 31,429,898 | (5,494,918) | |||||||||||
Beginning balance at Dec. 29, 2019 | $ 8,638 | $ 3 | $ (16,276) | 19,593 | 5,239 | 8,559 | 79 | ||||||
Exercise of stock options, Shares | 57,280 | ||||||||||||
Net income (loss) attributable to non- controlling interests - stockholders | $ (54) | ||||||||||||
Net income attributable to Vital Farms, Inc. | 9,585 | ||||||||||||
Ending balance at Sep. 27, 2020 | $ 141,844 | $ 5 | $ (16,276) | 143,265 | 14,825 | 141,819 | 25 | ||||||
Ending balance, shares at Sep. 27, 2020 | 0 | ||||||||||||
Ending balance at Sep. 27, 2020 | 175 | ||||||||||||
Ending balance, shares at Sep. 27, 2020 | 44,927,079 | (5,494,918) | |||||||||||
Beginning balance, shares at Mar. 29, 2020 | 8,192,876 | ||||||||||||
Beginning balance at Mar. 29, 2020 | $ 23,036 | ||||||||||||
Beginning balance at Mar. 29, 2020 | 175 | ||||||||||||
Beginning balance, shares at Mar. 29, 2020 | 31,437,486 | (5,494,918) | |||||||||||
Beginning balance at Mar. 29, 2020 | $ 11,030 | $ 3 | $ (16,276) | 20,051 | 7,184 | 10,962 | 68 | ||||||
Exercise of stock options | 160 | 160 | 160 | ||||||||||
Exercise of stock options, Shares | 49,200 | ||||||||||||
Exercise of warrant | 282 | 282 | 282 | ||||||||||
Exercise of warrant, Shares | 196,800 | ||||||||||||
Stock-based compensation expense | 296 | 296 | 296 | ||||||||||
Net income (loss) attributable to non- controlling interests - stockholders | (28) | (28) | |||||||||||
Net income attributable to Vital Farms, Inc. | 5,964 | 5,964 | 5,964 | ||||||||||
Ending balance at Jun. 28, 2020 | 17,704 | $ 3 | $ (16,276) | 20,789 | 13,148 | 17,664 | 40 | ||||||
Ending balance, shares at Jun. 28, 2020 | 8,192,876 | ||||||||||||
Ending balance at Jun. 28, 2020 | $ 23,036 | ||||||||||||
Ending balance at Jun. 28, 2020 | 175 | ||||||||||||
Ending balance, shares at Jun. 28, 2020 | 31,683,486 | (5,494,918) | |||||||||||
Issuance of common stock, net of issuance costs | $ 98,671 | $ 1 | $ 98,670 | $ 98,671 | |||||||||
Issuance of common stock, net of issuance costs, Shares | 5,040,323 | ||||||||||||
Issuance of common stock upon conversion of preferred stock | 23,036 | $ 1 | 23,035 | 23,036 | |||||||||
Issuance of common stock upon conversion of preferred stock, Shares | (8,192,876) | ||||||||||||
Issuance of common stock upon conversion of preferred stock | $ (23,036) | ||||||||||||
Issuance of common stock upon conversion of preferred stock, Shares | 8,192,876 | ||||||||||||
Exercise of stock options | 34 | 34 | 34 | ||||||||||
Exercise of stock options, Shares | 10,394 | ||||||||||||
Stock-based compensation expense | 737 | 737 | 737 | ||||||||||
Net income (loss) attributable to non- controlling interests - stockholders | (15) | (15) | |||||||||||
Net income attributable to Vital Farms, Inc. | 1,677 | 1,677 | 1,677 | ||||||||||
Ending balance at Sep. 27, 2020 | $ 141,844 | $ 5 | $ (16,276) | $ 143,265 | $ 14,825 | $ 141,819 | $ 25 | ||||||
Ending balance, shares at Sep. 27, 2020 | 0 | ||||||||||||
Ending balance at Sep. 27, 2020 | $ 175 | ||||||||||||
Ending balance, shares at Sep. 27, 2020 | 44,927,079 | (5,494,918) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK , REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 27, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Issuance of common stock, issuance costs | $ 406 | $ 497 | |
Initial Public Offering | |||
Issuance of common stock, issuance costs | $ 12,215 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2020 | Sep. 29, 2019 | |
Cash flows provided by operating activities: | ||
Net income | $ 9,531 | $ 7,636 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,568 | 1,119 |
Non-cash interest expense | 5 | 16 |
Bad debt recovery | (63) | |
Inventory provisions | 155 | (137) |
Change in fair value of contingent consideration | (342) | 53 |
Stock-based compensation expense | 1,481 | 576 |
Loss on write-off of construction in progress | 259 | |
Deferred taxes | 1,382 | |
Non-cash interest income | (14) | (106) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,380) | (3,320) |
Inventories | 1,063 | (9,481) |
Income taxes receivable | 1,293 | |
Income taxes payable | 364 | 660 |
Prepaid expenses and other current assets | (1,970) | 42 |
Deposits and other assets | 11 | 77 |
Accounts payable | 2,207 | 1,928 |
Accrued liabilities and other liabilities | (507) | 1,039 |
Net cash provided by operating activities | 15,043 | 102 |
Cash flows used in investing activities: | ||
Purchases of property, plant and equipment | (6,728) | (3,089) |
Notes receivable provided to related parties | (4,000) | |
Repayment of notes receivable provided to related parties | 846 | |
Net cash used in investing activities | (5,882) | (7,089) |
Cash flows provided by (used in) financing activities: | ||
Proceeds from issuance of common stock pursuant to the initial public offering, net of issuance costs | 99,671 | |
Proceeds from borrowings under term loan | 5,000 | |
Proceeds from borrowings under equipment loan | 1,461 | |
Proceeds from Paycheck Protection Program loan | 2,593 | |
Proceeds from issuance of common stock, net of issuance costs | 14,097 | |
Repayment of revolving line of credit | (1,325) | |
Repayment of equipment loan | (2,015) | |
Repayment of term loan | (618) | (503) |
Repayment of Paycheck Protection Program loan | (2,593) | |
Repurchase of common stock | (14,289) | |
Payment of contingent consideration | (140) | (322) |
Principal payments under finance lease obligation | (335) | (319) |
Proceeds from exercise of stock options | 203 | 218 |
Proceeds from exercise of warrant | 282 | |
Net cash provided by (used in) financing activities | 102,184 | (1,118) |
Net increase in cash and cash equivalents | 111,345 | (8,105) |
Cash and cash equivalents at beginning of the period | 1,274 | 11,815 |
Cash and cash equivalents at end of the period | 112,619 | 3,710 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 358 | 265 |
Cash paid for income taxes | 1,150 | 2,056 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property, plant and equipment included in accounts payable and accrued liabilities | $ 331 | $ 122 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 27, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Vital Farms, Inc. (“Vital Farms”) was incorporated in Delaware on June 6, 2013 and is headquartered in Austin, Texas. Vital Farms packages, markets and distributes pasture-raised shell eggs, pasture-raised butter and other products. These products are sold under the trade names Vital Farms, Alfresco Farms, Lucky Ladies and RedHill Farms, primarily to retail foodservice channels in the United States. Vital Farms Arkansas, LLC, Vital Farms Missouri, LLC, Backyard Eggs, LLC, Barn Door Farms, LLC and Sagebrush Foodservice, LLC are all wholly owned subsidiaries of Vital Farms (collectively referred to with Vital Farms as the “Company”). All significant intercompany transactions and balances have been eliminated in the Vital Farms unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements as of September 27, 2020 and for the 13-week and 39-week periods ended September 27, 2020 and September 29, 2019 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. The accompanying unaudited condensed consolidated financial statements include the accounts of Vital Farms, its subsidiaries and a variable interest entity (“VIE”) in which Vital Farms has a variable interest and is the primary beneficiary. The noncontrolling interest attributable to the VIE is presented as a component separate from stockholders’ equity in the unaudited condensed consolidated balance sheets. 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 for the fiscal year ended December 29, 2019 included in the Company’s final prospectus that forms a part of the Company’s Registration Statement on Form S-1 (Reg. No. 333-239772), filed with the SEC pursuant to Rule 424(b)(4) on July 31, 2020 (the “Prospectus”). The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the included disclosures are adequate and the accompanying unaudited condensed consolidated financial statements contain all adjustments which are necessary for a fair presentation of the Company’s consolidated financial position as of September 27, 2020, consolidated results of operations for the 13-week and 39-week periods ended September 27, 2020 and September 29, 2019, and consolidated cash flows for the 39-week periods ended September 27, 2020 and September 29, 2019. Such adjustments are of a normal and recurring nature. The consolidated results of operations for the 13-week period and 39-week period ended September 27, 2020 are not necessarily indicative of the consolidated results of operations that may be expected for the fiscal year ending December 27, 2020. Reclassification of Prior Period Presentation: Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported consolidated results of operations. 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 quarters ended September 27, 2020 and September 29, 2019 both contain operating results for 13 weeks. Impact of COVID-19 Pandemic: Due to the ongoing COVID-19 pandemic, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on the Company’s business. The Company does not currently anticipate that the COVID-19 pandemic will have a material impact on the timelines for the Company’s product development and expansion efforts. However, the extent to which the COVID-19 pandemic impacts the Company’s business, product development and expansion efforts, corporate development objectives and the value of and market for the Company’s common stock will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States, and the effectiveness of actions taken globally to contain and treat the disease. The global economic slowdown, the overall disruption of global supply chains and distribution systems and the other risks and uncertainties associated with the pandemic could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects. Forward Stock Split: In July 2020, the board of directors and the stockholders of the Company approved a 2.46-for-1 forward stock split of the Company’s outstanding common stock and preferred stock, which was effected on July 22, 2020. Stockholders entitled to fractional shares as a result of the forward stock split will receive a cash payment in lieu of receiving fractional shares. All common stock, preferred stock, and per share information has been retroactively adjusted to give effect to this forward stock split for all periods presented. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately increased and the respective per share value and exercise prices, if applicable, were proportionately decreased in accordance with the terms of the agreements governing such securities. There were no changes in the par values of the Company’s common stock and preferred stock as a result of the forward stock split. Initial Public Offering: In August 2020, the Company completed its initial public offering (“IPO”) of 10,699,573 shares of common stock at an offering price of $ 22.00 per share. The Company offered 5,040,323 shares of common stock and the selling stockholders identified in the Prospectus offered an additional 5,659,250 shares of common stock, including the underwriter’s option to purchase up to an additional 1,395,596 shares of common stock from the selling stockholders. The Company received gross proceeds of approximately $ 110,887 before deducting underwriting discounts, commissions and offering related transaction costs; the Company did not receive any proceeds from the sale of shares by the selling stockholders. Upon the closing of the IPO in August 2020, all of the then-outstanding shares of preferred stock automatically converted into 8,192,876 shares of common stock on a one-for-one basis. Subsequent to the closing of the IPO, there were no shares of preferred stock outstanding. The condensed consolidated financial statements as of September 27, 2020, including share and per share amounts, include the effects of the IPO. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 27, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 29, 2019, and the notes thereto, which are included in the Prospectus. Except as detailed below, there have been no material changes to the Company’s significant accounting policies during the 39-week period ended September 27, 2020. Use of Estimates: The Company does not currently anticipate that the COVID-19 pandemic will have a material impact on the timelines for the Company’s product development and expansion efforts and the Company’s corporate development objectives. Because future COVID-19 developments are highly uncertain and cannot be predicted with confidence at this time, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained and are recognized in the unaudited condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s unaudited condensed consolidated financial statements. Deferred Offering Costs: The Company capitalized certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings until such financings were completed. Upon closing the IPO in August 2020, all deferred offering costs were reclassified from prepaid and other current assets and recorded against the IPO proceeds reducing additional paid-in capital. 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 29, 2019, and the notes thereto, which are included in the Prospectus. Except as described below, there have been no new accounting pronouncements adopted by the Company during the 39-week period ended September 27, 2020. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting Recently Issued Accounting Pronouncements Not Yet Adopted: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) and also issued subsequent amendments to the initial guidance, ASU 2017-13, ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20, ASU 2019-01, ASU 2019-10, ASU 2020-02, and ASU 2020-05 (collectively, “Topic 842”). The guidance in Topic 842 supersedes the leasing guidance in Topic 840, Leases . Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the unaudited condensed consolidated statement of operations. An entity may adopt the guidance either (1) retrospectively to each prior reporting period presented in the financial statements with a cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The Company expects to adopt Topic 842 retrospectively at the beginning of the period of adoption, December 27, 2021, through a cumulative-effect adjustment, and will not apply the new standard to comparative periods presented. The new standard provides a number of practical expedients. Upon adoption, the Company expects to elect all of the practical expedients available. The Company is currently evaluating the impact of its pending adoption of Topic 842 on its consolidated financial statements. It is anticipated that the primary impact of the adoption of Topic 842 will be the recording of a right-of-use asset and lease liability of similar amount on the Company’s condensed consolidated balance sheet. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes |
Fair Value
Fair Value | 9 Months Ended |
Sep. 27, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 3. Fair Value The contingent consideration in the unaudited condensed consolidated balance sheets relates to royalty payments in connection with the Heartland Eggs, LLC asset acquisition. The fair value of the contingent consideration was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The following tables presents information about the Company’s financial liabilities measured at fair value on a recurring basis: Fair Value Measurements as of September 27, 2020, Using: Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration, current $ — $ — $ 138 $ 138 Contingent consideration, non-current — — 32 32 Total $ — $ — $ 170 $ 170 Fair Value Measurements as of December 29, 2019, Using: Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration, current $ — $ — $ 270 $ 270 Contingent consideration, non-current — — 382 382 Total $ — $ — $ 652 $ 652 During the 13-week and 39-week periods ended September 27, 2020 and September 29, 2019, there were no transfers between fair value measurement levels. During the 13-week periods ended September 27, 2020 and September 29, 2019, the Company recognized unrealized (gains) and losses associated with the fair value of contingent consideration of $8 and $15, respectively. During the 39-week periods ended September 27, 2020 and September 29, 2019, the Company recognized unrealized (gains) and losses associated with the fair value of contingent consideration of $(342) and $53, respectively. The following table provides a rollforward of the aggregate fair value of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs: Balance as of December 29, 2019 $ 652 Payment of contingent consideration (47 ) Change in fair value (23 ) Balance as of March 29, 2020 $ 582 Payment of contingent consideration (42 ) Change in fair value (327 ) Balance as of June 28, 2020 $ 213 Payment of contingent consideration (51 ) Change in fair value 8 Balance as of September 27, 2020 $ 170 The following table presents the unobservable inputs incorporated into the valuation of contingent consideration: Unobservable Input September 27, 2020 Dozens of eggs supplied 2,546,982 Royalty rate per dozen eggs $ 0.07 Estimated royalty income $ 178 Discount interval (in years) 1.6 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 27, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 4. 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 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Net Revenue: Eggs $ 49,299 $ 30,995 $ 147,738 $ 91,146 Butter 4,068 3,087 12,549 8,166 Net Revenue $ 53,367 $ 34,082 $ 160,287 $ 99,312 Net revenue is primarily generated from the sale of eggs and butter. Historically, the Company’s product offering was comprised of pasture-raised shell eggs, pasture-raised hard-boiled eggs and pasture-raised butter. In 2019, the Company added both liquid whole eggs and clarified butter (“ghee”) to its product offerings. In August 2020, the Company added egg bites to its product offering. During the 13-week periods ended September 27, 2020 and September 29, 2019, net revenue generated from eggs included net revenue from pasture-raised shell eggs of $47,820 and $30,059, respectively, net revenue generated from liquid whole eggs of $636 and $198, respectively, net revenue generated from pasture-raised hard boiled eggs of $386 and $738, respectively, and net revenue from egg bites of $457 and $0, respectively. During the 13-week periods ended September 27, 2020 and September 29, 2019, net revenue generated from butter included net revenue from pasture-raised butter of $3,653 and $2,717, respectively, and net revenue generated from ghee of $415 and $370, respectively. During the 39-week periods ended September 27, 2020 and September 29, 2019, net revenue generated from eggs included net revenue from pasture-raised shell eggs of $143,397 and $89,264, respectively, net revenue generated from liquid whole eggs of $2,814 and $374, respectively, net revenue generated from pasture-raised hard boiled eggs of $1,070 and $1,508, respectively and net revenue generated from egg bites of $457 and $0, respectively. During the 39-week periods ended September 27, 2020 and September 29, 2019, net revenue generated from butter included net revenue from pasture-raised butter of $11,589 and $7,697, respectively, and net revenue generated from ghee of $960 and $469, respectively. The 39-week period ended September 27, 2020 includes $624 revenue resulting from reduction of a sales promotion incentive settled in Q2 2020 that related to a prior year’s gross sales. As of September 27, 2020 and December 29, 2019, the Company had customers that individually represented 10% or more of the Company’s accounts receivable, net and during the 13-week periods and 39-week periods ended September 27, 2020 and September 29, 2019, the Company had customers that individually exceeded 10% or more of the Company’s net revenue. The percentage of net revenue from these significant customers during the 13-week periods and 39-week periods ended September 27, 2020 and September 29, 2019, and accounts receivable, net due from these significant customers as of September 27, 2020 and December 29, 2019, are as follows: Net Revenue for the 13-Weeks Ended September 27, 2020 Net Revenue for the 13-Weeks Ended September 29, 2019 Net Revenue for the 39-Weeks Ended September 27, 2020 Net Revenue for the 39-Weeks Ended September 29, 2019 Customer A * 33% 18% 35% Customer B 24% * 16% * Customer C 13% 16% 14% 14% Customer D 13% 10% 12% 11% * Revenue was less than 10%. Accounts Receivable, Net as of September 27, 2020 Accounts Receivable, Net as of December 29, 2019 Customer A * 25% Customer B 30% 21% Customer C 14% * Customer D * * * Accounts receivable was less than 10%. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 27, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | 5. Accounts Receivable Accounts receivable, net was $17,551 and $16,108 as of September 27, 2020 and December 29, 2019, respectively. As of September 27, 2020 and December 29, 2019, the Company recorded an allowance for doubtful accounts of $241 and $304, respectively. Changes in the allowance for doubtful accounts were as follows: Allowance for doubtful accounts As of December 29, 2019 $ (304 ) Provisions Charged to Operating Results — Account Write-off and Recoveries 116 As of March 29, 2020 (188 ) Provisions Charged to Operating Results — Account Write-off and Recoveries 34 As of June 28, 2020 (154 ) Provisions Charged to Operating Results (152 ) Account Write-off and Recoveries 65 As of September 27, 2020 $ (241 ) |
Inventories
Inventories | 9 Months Ended |
Sep. 27, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventory consisted of the following as of the periods presented: September 27, 2020 December 29, 2019 Eggs and inventory in transit $ 6,205 $ 8,811 Butter 2,233 646 Packaging 1,626 1,949 Ghee 583 792 Egg Bites 249 — Other 832 749 $ 11,728 $ 12,947 Changes in the excess and obsolete inventory reserve for the period presented, were as follows: Excess and obsolete inventory reserve As of December 29, 2019 $ (189 ) Provisions Charged to Operating Results (73 ) Account Write-off — As of March 29, 2020 (262 ) Provisions Charged to Operating Results (92 ) Account Write-off — As of June 28, 2020 (354 ) Provisions Charged to Operating Results (248 ) Account Write-off 258 As of September 27, 2020 $ (344 ) During the 13-week periods ended September 27, 2020 and September 29, 2019, laying-hen costs amortized to cost of goods sold were approximately $65 and $132, respectively. During the 39-week periods ended September 27, 2020 and September 29, 2019, laying-hen costs amortized to cost of goods sold were approximately $304 and $410, respectively. On a periodic basis, the Company compares the amount of inventory on hand with its latest forecasted requirement to determine whether write-offs for excess or obsolete inventory reserves are required. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 27, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant and equipment consisted of the following as of the periods presented: September 27, 2020 December 29, 2019 Land $ 525 $ 525 Buildings and improvements 14,295 14,241 Vehicles 527 454 Machinery and equipment 11,282 6,297 Leasehold improvements 878 483 Furniture and fixtures 447 422 Construction in progress 4,570 3,396 32,524 25,818 Less: Accumulated depreciation and amortization (4,832 ) (3,360 ) Property, plant and equipment, net $ 27,692 $ 22,458 During the 13-week periods ended September 27, 2020 and September 29, 2019, depreciation and amortization of property, plant and equipment was approximately $614 and $394, respectively. During the 39-week periods ended September 27, 2020 and September 29, 2019, depreciation and amortization of property, plant and equipment was approximately $1,568 and $1,119, respectively. As of September 27, 2020 and December 29, 2019, machinery and equipment that was leased under capital leases and included in property, plant and equipment, net in the unaudited condensed consolidated balance sheets was approximately $1,193 and $1,505, respectively. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 27, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consisted of the following as of the periods presented: September 27, 2020 December 29, 2019 Accrued promotions and expired product chargebacks $ 2,089 $ 2,038 Accrued grower payments 32 1,649 Accrued employee related costs 3,135 1,132 Accrued offering costs — 385 Accrued distribution fees and freight 482 624 Accrued accounting and legal fees 585 86 Accrued marketing and commissions 294 887 Property, plant and equipment — 964 Other 1,316 843 Accrued liabilities $ 7,933 $ 8,608 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 27, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. Long-Term Debt In October 2017, the Company entered into a credit facility agreement with PNC Bank, National Association (the “Credit Facility”) that provided for an initial term loan of $4,700 (the “Term Loan”) and a revolving line of credit of up to $10,000 (the “Revolving Line of Credit”). The Credit Facility also originally provided for a $1,500 equipment loan (the “Equipment Loan”) for the purpose of funding permitted capital expenditures, subject to certain restrictions. The Credit Facility matures in October 2022. In April 2018, the Company entered into amended loan agreements in connection with the Credit Facility (the “First Amendment Loan” and “Second Amendment Loan,” respectively). The First Amendment Loan was entered to decrease the maximum borrowing capacity under the Equipment Loan from $1,500 to $750 and to waive existing events of default. The Second Amendment Loan was entered to modify various definitions and terms that were not significant. In February 2019, the Company entered into the Third Amendment to the Credit Facility (“Third Amendment Loan”). The Third Amendment Loan waived existing events of default under the Credit Facility. In February 2020, the Company entered into the Fourth Amendment to the Credit Facility (“Fourth Amendment Loan”) which amended certain terms and conditions under the Credit Facility. In addition, the Fourth Amendment Loan increased the maximum borrowing capacity under the Credit Facility to $17,700. The Fourth Amendment Loan also increased the maximum borrowing capacity under the Equipment Loan to $3,000 and extended the borrowing period for the Equipment Loan from October 2019 to October 2021. In May 2020, the Company entered into the Fifth Amendment to the Credit Facility (‘Fifth Amendment Loan”) which waived a technical default that was triggered by exceeding the capital expenditure limit under the Credit Facility, and amended certain terms and conditions, including an increase to the capital expenditure limit. In addition, the Fifth Amendment Loan increased the maximum borrowing capacity of the Credit Facility to $22,700. The Fifth Amendment Loan also increased the maximum borrowing capacity under the Revolving Line of Credit to $15,000. In June 2020, the Company entered into the Sixth Amendment to the Credit Facility (“Sixth Amendment Loan”) which amended certain terms and conditions under the Credit Facility and increased the maximum borrowing capacity of the Credit Facility to $25,910. In addition, the Sixth Amendment Loan refinanced the Term Loan and provided for the borrowing of an additional $5,000, resulting in the issuance of an amended and restated secured term loan note in the amount of $7,910. Borrowings under the amended and restated Term Loan are repayable in monthly installments of principal and interest, followed by a balloon payment of all unpaid principal and accrued and unpaid interest due in July 2027. Interest on borrowings under the amended and restated Term Loan accrues at a rate, at the Company’s election at the time of borrowing, equal to (i) LIBOR plus 3.25% or (ii) 2.25% plus the sum of the Federal Funds Open Rate plus 50 basis points and the Daily LIBOR Rate plus 100 basis points. As of September 27, 2020 and December 29, 2019 the interest rate applicable to borrowings under the amended and restated Term Loan was 3.44% and 4.64%, respectively. The maximum borrowing capacity under the Revolving Line of Credit is $15,000. Interest on borrowings under the Revolving Line of Credit, as well as loan advances thereunder, accrues at a rate, at the Company’s election at the time of borrowing, equal to (i) LIBOR plus 2.25% or (ii) 1.25% plus the alternate base rate. In April 2020, all outstanding amounts under the Revolving Line of Credit were repaid. As of December 29, 2019, the interest rate applicable to borrowings under the Revolving Line of Credit was The maximum borrowing capacity under the Equipment Loan is $3,000, subject to certain restrictions. Any borrowings under the Equipment Loan from October 2018 through October 2021 will be due and payable beginning the following month with 36 monthly installments of principal due through October 2022, and all accrued and unpaid interest due October 2022. Interest on borrowings under the Equipment Loan accrues at a rate, at the Company’s election at the time of borrowing, equal to (i) LIBOR plus 3.00% or (ii) 2.00% plus the alternate base rate. In September 2020 all outstanding amounts under the Equipment Loan were repaid The Credit Facility is secured by all of the Company’s assets and requires the Company to maintain two financial covenants: a fixed charge coverage ratio and a leverage ratio. The Credit Facility also contains various covenants relating to limitations on indebtedness, dividends, investments and acquisitions, mergers, consolidations, the sale of properties and liens and capital expenditures. In addition, the Credit Facility imposes limitations on the Company’s ability to pay dividends or distributions on any equity interest, declare any stock splits or reclassifications of its stock, or apply any of its funds, property or assets to purchase, redeem or retire any of its equity interests or to purchase, redeem or retire any of its options to purchase any of its equity interests. As a result of the limitations contained in the Credit Facility, all of the net assets on the Company’s unaudited condensed consolidated balance sheet as of September 27, 2020 are restricted in use. The Company’s wholly owned subsidiaries are non-operating and do not hold any assets or liabilities; therefore, these subsidiaries have no restricted net assets within the meaning of Rule 4-08(e)(3) or Rule 12-04 of Regulation S-X. The Credit Facility also contains other customary covenants, representations and events of default. As of September 27, 2020, the Company was in compliance with all covenants under the Credit Facility. Debt issuance costs associated with the Credit Facility are reflected as a reduction of the carrying value of long-term debt on the Company’s unaudited condensed consolidated balance sheets and are being amortized to interest expense over the term of the Credit Facility using the effective interest method. During the 13-week periods ended September 27, 2020 and September 29, 2019, the Company recognized interest expense of $110 and $85, respectively, which includes amortization of debt issuance costs of $8 and $10, respectively. During the 39-week periods ended September 27, 2020 and September 29, 2019, the Company recognized interest expense of $365 and $250, respectively, which includes amortization of debt issuance costs of $21 and $30, respectively. As of the periods presented, long-term debt, net of current portion, consisted of the following: September 27, 2020 December 29, 2019 Term Loan $ 7,627 $ 3,245 Revolving Line of Credit — 1,325 Equipment Loan — 554 Less: current portion of long-term debt (1,104 ) (2,160 ) Less: unamortized debt issuance costs (43 ) (68 ) Long-term debt, net of current portion $ 6,480 $ 2,896 Future principal payments for long-term debt and capital lease payments as of September 27, 2020 are as follows: For 39-Week Period End 2020 (remaining thirteen weeks) $ 397 2021 1,601 2022 6,541 Total $ 8,539 Amounts outstanding under the Company’s Revolving Line of Credit as of December 29, 2019 have been presented as current obligations under current portion of long-term debt in the Company’s unaudited condensed consolidated balance sheets due to the Company’s ability and intent to repay the amounts within the next twelve months. Paycheck Protection Program Loan: In April 2020, the Company received loan proceeds of approximately $2,593 under the Paycheck Protection Program (“PPP”) (the “PPP Loan”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualify businesses for amounts up to 2.5 times of the average monthly payroll expenses for the qualifying business. The Company elected to not use any of the PPP Loan proceeds of $2,593 and repaid the entire balance of the PPP Loan in April 2020. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 27, 2020 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | 10. Redeemable Convertible Preferred Stock Upon the closing of the IPO in August 2020, all of the then-outstanding shares of Preferred Stock automatically converted into 8,192,876 shares of common stock on a one-for-one basis. Subsequent to the closing of the IPO, there were no shares of Preferred Stock outstanding. As of December 29, 2019, the Company’s amended and restated certificate of incorporation authorized the Company to issue 8,192,876 shares, par value $0.0001 per share, of preferred stock, of which 2,728,018 shares are designated Series B redeemable convertible preferred stock, 2,464,466 shares are designated Series C redeemable convertible preferred stock, and 3,000,392 shares are designated Series D redeemable convertible preferred stock (collectively, the “Preferred Stock”). |
Common Stock and Common Stock W
Common Stock and Common Stock Warrant | 9 Months Ended |
Sep. 27, 2020 | |
Equity [Abstract] | |
Common Stock and Common Stock Warrant | 11. Common Stock and Common Stock Warrant Common Stock: As of September 27, 2020, the Company’s amended and restated certificate of incorporation authorized the Company to issue 39,432,161 shares of common stock, par value $0.0001 per share. In March 2019 and April 2019, the Company issued and sold an aggregate of 2,815,012 shares of common stock at a purchase price of $5.3286 per share, for proceeds of $14,097, net of issuance costs of $903. In March 2019 and April 2019, the Company executed a tender offer to repurchase 2,852,770 shares of its common stock and the vested equity of certain directors, employees and officers for a net purchase price of $5.0087 per shares for net proceeds of $14,289. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock. 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. No cash dividends had been declared or paid during the periods presented. As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following: September 27, 2020 December 29, 2019 Conversion of outstanding shares of redeemable convertible preferred stock — 8,192,876 Warrants to purchase common stock — 196,800 Options to purchase common stock 5,712,814 5,413,064 Restricted stock units 45,000 — Shares available for grant under the 2013 Incentive Plan — 240,079 Shares available for grant under the 2020 Incentive Plan 7,729,892 — Total 13,487,706 14,042,819 Common Stock Warrant: In June 2015, the Company issued a warrant to the guarantor of a line of credit agreement that was entered in 2015 and matured and was repaid in full in 2017. The guarantor was also the Company’s Chief Executive Officer. The warrant provided for the purchase of a total of 196,800 shares of the Company’s common stock at an exercise price of $1.43 per share. The warrant was scheduled to expire on the earlier of June 12, 2020 or the completion of the IPO. At the time of issuance, the Company classified the warrant as equity in its unaudited condensed consolidated balance sheets. On June 9, 2020, the guarantor exercised the warrant to purchase 196,800 shares of the Company’s common stock resulting in net proceeds of approximately $282. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 27, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation As of September 27, 2020, 7,729,892 shares were available for future grants of the Company’s common stock. The following table summarizes the Company’s stock option activity since December 29, 2019: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 29, 2019 5,413,064 $ 3.73 7.3 $ 60,059 Granted 873,867 $ 21.47 Exercised (57,280 ) $ 2.99 $ 2,084 Cancelled (516,837 ) $ 3.76 Outstanding as of September 27, 2020 5,712,814 $ 6.32 6.9 $ 188,801 Options exercisable as of September 27, 2020 2,634,469 $ 2.54 5.0 $ 97,029 Options vested and expected to vest as of September 27, 2020 5,712,814 $ 6.32 6.9 $ 188,801 The fair value of shares vested during the 13-week period and the 39-week period ended September 27, 2020 was $984 and $1,442, respectively. 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 its 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 is 8,595,871 shares, which is the sum of (i) 3,000,000 new shares, plus (ii) the number of shares available for the grant of new awards under the 2013 Incentive Plan at July 30, 2020, plus (iii) the number of shares subject to outstanding stock awards granted under the 2013 Incentive Plan and that, following the July 30, 2020, terminate, expire or are otherwise forfeited, reacquired or withheld. 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. Pursuant to the 2020 Incentive Plan, the Company’s board of directors granted stock options to purchase an aggregate of 820,979 shares of common stock to executive officers and employees with an exercise price of $22.00 per share. 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. The Company’s board of directors may from time to time grant or provide for the grant to eligible employees of options to purchase common stock under the 2020 ESPP during a specific offering period. As of September 27, 2020, no offerings have been approved. During the 13-week periods ended September 27, 2020 and September 29, 2019, the Company recognized stock-based compensation expense of $737 and $290, respectively. During the 39-week periods ended September 27, 2020 and September 29, 2019, the Company recognized stock-based compensation expense of $1,481 and $576, respectively. The Company records stock-based compensation expense in selling, general and administrative expenses. As of September 27, 2020, total unrecognized stock-based compensation expense related to unvested stock options was $11,037, which is expected to be recognized over a weighted-average period of 2.1 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 27, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company’s effective tax rate for the 13-week periods ended September 27, 2020 and September 29, 2019 was approximately 27% and 28%, respectively. The Company’s effective tax rate for the 39-week periods ended September 27, 2020 and September 29, 2019 was approximately 31% and 27%, respectively. The effective tax rates differ from the federal statutory rate of 21% principally as a result of non-deductible expenses, partially offset by the enhanced food donation tax deduction for both the 39-week periods ended September 27, 2020 and September 29, 2019. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 27, 2020 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 14. Net Income Per Share Basic and diluted net income per share attributable to Vital Farms, Inc. common stockholders were calculated as follows: 13-Weeks Ended September 27, 2020 September 29, 2019 Numerator: Net income $ 1,662 $ 823 Less: Net income (loss) attributable to noncontrolling interests (15 ) (6 ) Net income attributable to Vital Farms, Inc. stockholders’ — basic and diluted $ 1,677 $ 829 Denominator: Weighted average common shares outstanding — basic 34,044,994 25,929,923 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive stock options 5,066,024 3,171,785 Effect of potentially dilutive common stock warrants — 177,822 Effect of potentially dilutive redeemable convertible preferred stock — 8,192,876 Weighted average common shares outstanding — diluted 39,111,018 37,472,406 Net income per share attributable to Vital Farms, Inc. stockholders Basic $ 0.05 $ 0.03 Diluted $ 0.04 $ 0.02 39-Weeks Ended September 27, 2020 September 29, 2019 Numerator: Net income $ 9,531 $ 7,636 Less: Net (loss) income attributable to noncontrolling interests (54 ) 950 Net income attributable to Vital Farms, Inc. stockholders’ — basic and diluted $ 9,585 $ 6,686 Denominator: Weighted average common shares outstanding — basic 28,664,914 26,197,567 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive stock options 4,482,401 2,405,387 Effect of potentially dilutive common stock warrants 128,587 163,677 Effect of potentially dilutive redeemable convertible preferred stock — 8,192,876 Weighted average common shares outstanding — diluted 33,275,902 36,959,507 Net income per share attributable to Vital Farms, Inc. stockholders Basic $ 0.33 $ 0.26 Diluted $ 0.29 $ 0.18 For the 13-week periods ended September 27, 2020 and September 29, 2019, options to purchase 45,000 shares of common stock and 0 shares of common stock, respectively, were excluded from the computation of diluted net income per share attributable to Vital Farms Inc. common stockholders because including them would have been antidilutive. For the 39-week periods ended September 27, 2020 and September 29, 2019, options to purchase 881,969 shares of common stock and 0 shares of common stock, respectively, were excluded from the computation of diluted net income per share attributable to Vital Farms Inc. common stockholders because including them would have been antidilutive. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 27, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Operating Leases: As of September 27, 2020, the Company was leasing 9,082 square feet of office space and parking spaces in Austin, Texas. The lease expires in April 2026. The Company has the option to extend the lease agreement for successive periods of up to five years. The monthly lease payments, which include base rent charges of $19, are subject to periodic rent increases through April 2026. As of September 27, 2020, the Company was leasing warehouse space in Webb City, Missouri for 5,000 rentable pallet spaces. The Company has the option to exceed the 5,000 pallet spaces through December 31, 2021, the amended lease expiration date. The monthly lease payments include base rent charges of $55. As September 27, 2020, the Company was leasing warehouse space in Springfield, Missouri for 3,750 rentable pallet spaces. The Company has the option to exceed the 3,750 pallet spaces through September 30, 2023, the lease expiration date. The monthly lease payments, which include base rent charges of $85, are subject to periodic rent increases through September 2023. The Company recognizes rent expense on a straight-line basis over the respective lease period and has recorded deferred rent for rent expense incurred but not yet paid. During the 13-week periods ended September 27, 2020 and September 29, 2019, the Company recognized rent expense, including associated common area maintenance charges, of $109 and $93, respectively. During the 39-week periods ended September 27, 2020 and September 29, 2019, the Company recognized rent expense, including associated common area maintenance charges, of $331 and $255, respectively. As of September 27, 2020, future minimum lease payments under noncancelable operating leases are as follows: 2020 (remaining twenty-six weeks) $ 494 2021 1,989 2022 1,362 2023 1,121 2024 329 Thereafter 454 Total $ 5,749 Supplier Contracts: The Company purchases its egg inventories under long-term supply contracts with farms. Purchase commitments contained in these arrangements are variable dependent upon the quantity of eggs produced by the farms. Accordingly, there are no estimable future purchase commitments associated with these supplier contracts. In addition, substantially all the Company’s long-term supply contracts with farms contain components that meet the definition of embedded leases within the scope of Topic 840, Leases . These arrangements convey to the Company the right to control implicitly identified property, plant and equipment as it takes substantially all the utility generated by these assets over the term of the arrangements at a variable price. As total purchase commitments contained in these arrangements are variable, the amounts attributable to the lease components are contingent rentals; there are no minimum lease payments associated with these long-term supply contracts. As the classification and timing of recognition of costs attributable to the eggs and embedded cost of the lease rentals are identical, the Company does not allocate the total purchase cost of eggs between the cost of the eggs and the embedded cost of the lease rentals or distinguish between them in its accounting records. The Company records the total purchase costs of eggs, which includes costs associated with the eggs and the corresponding costs of embedded lease rentals from the same arrangement, into inventory. These costs are expensed to cost of goods sold when the associated eggs are sold to customers. During the 13-week periods ended September 27, 2020 and September 29, 2019, the Company recognized total costs associated with its long-term supply contracts with farms of $22,341 and $13,770, respectively. During the 39-week periods ended September 27, 2020 and September 29, 2019, the Company recognized total costs associated with its long-term supply contracts with farms of $41,527 and $36,810, respectively. Indemnification Agreements: In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. As of September 27, 2020, the Company has not incurred any material costs as a result of such indemnifications. Litigation: The Company is subject to various claims and contingencies which are in the scope of ordinary and routine litigation incidental to its business, including those related to regulation, litigation, business transactions, employee-related matters and taxes, among others. When the Company becomes aware of a claim or potential claim, the likelihood of any loss or exposure is assessed. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company records a liability for the loss. The liability recorded includes probable and estimable legal costs incurred to date and future legal costs to the point in the legal matter where the Company believes a conclusion to the matter will be reached. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the claim if the likelihood of a potential loss is reasonably possible. In January 2019, Ovabrite Inc. (“Ovabrite”) settled claims made pursuant to a lawsuit in which Ovabrite was the defendant and a countersuit in which Ovabrite was the plaintiff and recorded a related gain of $1,200, which is included in other income in the unaudited condensed consolidated statements of operations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 27, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions Guarantor Warrant: The Company’s executive chairman and former Chief Executive Officer (the “Guarantor”) guaranteed the Company’s obligations under a line of credit agreement that was entered into in 2015 and that matured and was repaid in full in 2017. The Company issued a warrant to purchase 196,800 shares of the Company’s common stock at an exercise price of $1.43 to the Guarantor in exchange for his guaranty. See Note 11, “Common Stock and Common Stock Warrant.” The warrant expired on the earlier of June 12, 2020 or the completion of the IPO. In June 2020, the Guarantor exercised the warrant to purchase 196,800 shares of the Company’s common stock resulting in net proceeds of approximately $282. Ovabrite, Inc.: Ovabrite is a related party because its founders are stockholders of the Company, with the majority stockholder in Ovabrite also serving as the Company’s executive chairman and member of the Company’s board of directors. Since Ovabrite’s incorporation in November 2016, the Company is deemed to have had a variable interest in Ovabrite, and Ovabrite is deemed to have been a VIE, of which the Company is the primary beneficiary. Accordingly, the Company has consolidated the results of Ovabrite since November 2016. All significant intercompany transactions between the Company and Ovabrite have been eliminated in consolidation. Note Receivable from Related Parties: In February 2019, the Company issued promissory notes in the aggregate amount of $4,000 to its founder and a former member of the board of directors that is currently a board observer, both of whom are also stockholders of the Company. The promissory notes bear monthly interest at LIBOR plus 2.0% and mature on the earlier of August 7, 2022 or the date of closing of a liquidity transaction which is defined as a merger, consolidation or sale of the Company’s assets or such time as the notes would be prohibited by the Sarbanes-Oxley Act (“Promissory Note Maturity Date”). All unpaid principal and accrued and unpaid interest are due on the Promissory Note Maturity Date. The borrower may prepay all or any portion of the promissory note at any time without premium or penalty. In November 2019, $3,200 of the promissory notes were repaid. In August 2020, the remaining $800 of the promissory notes were repaid. Manna Tree Partners: In March 2019 and April 2019, the Company issued and sold an aggregate of 2,815,012 shares of common stock at a purchase price of $5.3286 per share, for an aggregate purchase price of $15,000, to entities associated with Manna Tree Partners. The co-founder and chief operating officer of Manna Tree Partners is a member of the Company’s board of directors. Sandpebble Builders Preconstruction, Inc.: The Company utilizes Sandpebble Builders Preconstruction, Inc. (“Sandpebble”) for project management and related services associated with the construction and expansion of Egg Central Station. The owner and principal of Sandpebble is the father of an executive of the Company. In connection with the services described above, the Company paid Sandpebble $178 and $110 during the 13-week periods ended September 27, 2020 and September 29, 2019, respectively, and $541 and $347 during the 39-week periods ended September 27, 2020 and September 29, 2019, respectively. Amounts paid to Sandpebble are included in property, plant and equipment, net in the unaudited condensed consolidated balance sheets. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 27, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events In October 2020, the Company reinvested IPO proceeds of $70 million into an investment account with PNC Bank. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 27, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates: The Company does not currently anticipate that the COVID-19 pandemic will have a material impact on the timelines for the Company’s product development and expansion efforts and the Company’s corporate development objectives. Because future COVID-19 developments are highly uncertain and cannot be predicted with confidence at this time, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained and are recognized in the unaudited condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s unaudited condensed consolidated financial statements. |
Deferred Offering Costs | Deferred Offering Costs: The Company capitalized certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings until such financings were completed. Upon closing the IPO in August 2020, all deferred offering costs were reclassified from prepaid and other current assets and recorded against the IPO proceeds reducing additional paid-in capital. |
Recently Adopted Accounting Pronouncements / Recently Issued Accounting Pronouncements Not Yet Adopted | 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 29, 2019, and the notes thereto, which are included in the Prospectus. Except as described below, there have been no new accounting pronouncements adopted by the Company during the 39-week period ended September 27, 2020. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting Recently Issued Accounting Pronouncements Not Yet Adopted: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) and also issued subsequent amendments to the initial guidance, ASU 2017-13, ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20, ASU 2019-01, ASU 2019-10, ASU 2020-02, and ASU 2020-05 (collectively, “Topic 842”). The guidance in Topic 842 supersedes the leasing guidance in Topic 840, Leases . Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the unaudited condensed consolidated statement of operations. An entity may adopt the guidance either (1) retrospectively to each prior reporting period presented in the financial statements with a cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The Company expects to adopt Topic 842 retrospectively at the beginning of the period of adoption, December 27, 2021, through a cumulative-effect adjustment, and will not apply the new standard to comparative periods presented. The new standard provides a number of practical expedients. Upon adoption, the Company expects to elect all of the practical expedients available. The Company is currently evaluating the impact of its pending adoption of Topic 842 on its consolidated financial statements. It is anticipated that the primary impact of the adoption of Topic 842 will be the recording of a right-of-use asset and lease liability of similar amount on the Company’s condensed consolidated balance sheet. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Liabilities Measured at Fair Value on a Recurring Basis | The following tables presents information about the Company’s financial liabilities measured at fair value on a recurring basis: Fair Value Measurements as of September 27, 2020, Using: Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration, current $ — $ — $ 138 $ 138 Contingent consideration, non-current — — 32 32 Total $ — $ — $ 170 $ 170 Fair Value Measurements as of December 29, 2019, Using: Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration, current $ — $ — $ 270 $ 270 Contingent consideration, non-current — — 382 382 Total $ — $ — $ 652 $ 652 |
Rollforward of Aggregate Fair Value of Contingent Consideration | The following table provides a rollforward of the aggregate fair value of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs: Balance as of December 29, 2019 $ 652 Payment of contingent consideration (47 ) Change in fair value (23 ) Balance as of March 29, 2020 $ 582 Payment of contingent consideration (42 ) Change in fair value (327 ) Balance as of June 28, 2020 $ 213 Payment of contingent consideration (51 ) Change in fair value 8 Balance as of September 27, 2020 $ 170 |
Schedule of Unobservable Inputs and Valuation of Contingent Consideration | The following table presents the unobservable inputs incorporated into the valuation of contingent consideration: Unobservable Input September 27, 2020 Dozens of eggs supplied 2,546,982 Royalty rate per dozen eggs $ 0.07 Estimated royalty income $ 178 Discount interval (in years) 1.6 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
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 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019 Net Revenue: Eggs $ 49,299 $ 30,995 $ 147,738 $ 91,146 Butter 4,068 3,087 12,549 8,166 Net Revenue $ 53,367 $ 34,082 $ 160,287 $ 99,312 |
Summary of Percentage of Net Revenue and Accounts Receivable, Net Due from Significant Customers | The percentage of net revenue from these significant customers during the 13-week periods and 39-week periods ended September 27, 2020 and September 29, 2019, and accounts receivable, net due from these significant customers as of September 27, 2020 and December 29, 2019, are as follows: Net Revenue for the 13-Weeks Ended September 27, 2020 Net Revenue for the 13-Weeks Ended September 29, 2019 Net Revenue for the 39-Weeks Ended September 27, 2020 Net Revenue for the 39-Weeks Ended September 29, 2019 Customer A * 33% 18% 35% Customer B 24% * 16% * Customer C 13% 16% 14% 14% Customer D 13% 10% 12% 11% * Revenue was less than 10%. Accounts Receivable, Net as of September 27, 2020 Accounts Receivable, Net as of December 29, 2019 Customer A * 25% Customer B 30% 21% Customer C 14% * Customer D * * * Accounts receivable was less than 10%. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Receivables [Abstract] | |
Schedule of Changes in Allowance for Doubtful Accounts Receivable | Changes in the allowance for doubtful accounts were as follows: Allowance for doubtful accounts As of December 29, 2019 $ (304 ) Provisions Charged to Operating Results — Account Write-off and Recoveries 116 As of March 29, 2020 (188 ) Provisions Charged to Operating Results — Account Write-off and Recoveries 34 As of June 28, 2020 (154 ) Provisions Charged to Operating Results (152 ) Account Write-off and Recoveries 65 As of September 27, 2020 $ (241 ) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of the periods presented: September 27, 2020 December 29, 2019 Eggs and inventory in transit $ 6,205 $ 8,811 Butter 2,233 646 Packaging 1,626 1,949 Ghee 583 792 Egg Bites 249 — Other 832 749 $ 11,728 $ 12,947 |
Schedule of Changes in Excess and Obsolete Inventory Reserve | Changes in the excess and obsolete inventory reserve for the period presented, were as follows: Excess and obsolete inventory reserve As of December 29, 2019 $ (189 ) Provisions Charged to Operating Results (73 ) Account Write-off — As of March 29, 2020 (262 ) Provisions Charged to Operating Results (92 ) Account Write-off — As of June 28, 2020 (354 ) Provisions Charged to Operating Results (248 ) Account Write-off 258 As of September 27, 2020 $ (344 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
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 27, 2020 December 29, 2019 Land $ 525 $ 525 Buildings and improvements 14,295 14,241 Vehicles 527 454 Machinery and equipment 11,282 6,297 Leasehold improvements 878 483 Furniture and fixtures 447 422 Construction in progress 4,570 3,396 32,524 25,818 Less: Accumulated depreciation and amortization (4,832 ) (3,360 ) Property, plant and equipment, net $ 27,692 $ 22,458 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of the periods presented: September 27, 2020 December 29, 2019 Accrued promotions and expired product chargebacks $ 2,089 $ 2,038 Accrued grower payments 32 1,649 Accrued employee related costs 3,135 1,132 Accrued offering costs — 385 Accrued distribution fees and freight 482 624 Accrued accounting and legal fees 585 86 Accrued marketing and commissions 294 887 Property, plant and equipment — 964 Other 1,316 843 Accrued liabilities $ 7,933 $ 8,608 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt, Net of Current Portion | As of the periods presented, long-term debt, net of current portion, consisted of the following: September 27, 2020 December 29, 2019 Term Loan $ 7,627 $ 3,245 Revolving Line of Credit — 1,325 Equipment Loan — 554 Less: current portion of long-term debt (1,104 ) (2,160 ) Less: unamortized debt issuance costs (43 ) (68 ) Long-term debt, net of current portion $ 6,480 $ 2,896 |
Summary of Future Principal Payments for Long-Term Debt and Capital Lease Payments | Future principal payments for long-term debt and capital lease payments as of September 27, 2020 are as follows: For 39-Week Period End 2020 (remaining thirteen weeks) $ 397 2021 1,601 2022 6,541 Total $ 8,539 |
Common Stock and Common Stock_2
Common Stock and Common Stock Warrant (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
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 27, 2020 December 29, 2019 Conversion of outstanding shares of redeemable convertible preferred stock — 8,192,876 Warrants to purchase common stock — 196,800 Options to purchase common stock 5,712,814 5,413,064 Restricted stock units 45,000 — Shares available for grant under the 2013 Incentive Plan — 240,079 Shares available for grant under the 2020 Incentive Plan 7,729,892 — Total 13,487,706 14,042,819 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 29, 2019: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 29, 2019 5,413,064 $ 3.73 7.3 $ 60,059 Granted 873,867 $ 21.47 Exercised (57,280 ) $ 2.99 $ 2,084 Cancelled (516,837 ) $ 3.76 Outstanding as of September 27, 2020 5,712,814 $ 6.32 6.9 $ 188,801 Options exercisable as of September 27, 2020 2,634,469 $ 2.54 5.0 $ 97,029 Options vested and expected to vest as of September 27, 2020 5,712,814 $ 6.32 6.9 $ 188,801 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share | Basic and diluted net income per share attributable to Vital Farms, Inc. common stockholders were calculated as follows: 13-Weeks Ended September 27, 2020 September 29, 2019 Numerator: Net income $ 1,662 $ 823 Less: Net income (loss) attributable to noncontrolling interests (15 ) (6 ) Net income attributable to Vital Farms, Inc. stockholders’ — basic and diluted $ 1,677 $ 829 Denominator: Weighted average common shares outstanding — basic 34,044,994 25,929,923 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive stock options 5,066,024 3,171,785 Effect of potentially dilutive common stock warrants — 177,822 Effect of potentially dilutive redeemable convertible preferred stock — 8,192,876 Weighted average common shares outstanding — diluted 39,111,018 37,472,406 Net income per share attributable to Vital Farms, Inc. stockholders Basic $ 0.05 $ 0.03 Diluted $ 0.04 $ 0.02 39-Weeks Ended September 27, 2020 September 29, 2019 Numerator: Net income $ 9,531 $ 7,636 Less: Net (loss) income attributable to noncontrolling interests (54 ) 950 Net income attributable to Vital Farms, Inc. stockholders’ — basic and diluted $ 9,585 $ 6,686 Denominator: Weighted average common shares outstanding — basic 28,664,914 26,197,567 Weighted average effect of potentially dilutive securities: Effect of potentially dilutive stock options 4,482,401 2,405,387 Effect of potentially dilutive common stock warrants 128,587 163,677 Effect of potentially dilutive redeemable convertible preferred stock — 8,192,876 Weighted average common shares outstanding — diluted 33,275,902 36,959,507 Net income per share attributable to Vital Farms, Inc. stockholders Basic $ 0.33 $ 0.26 Diluted $ 0.29 $ 0.18 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments Under Noncancelable Operating Leases | As of September 27, 2020, future minimum lease payments under noncancelable operating leases are as follows: 2020 (remaining twenty-six weeks) $ 494 2021 1,989 2022 1,362 2023 1,121 2024 329 Thereafter 454 Total $ 5,749 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) | Jul. 22, 2020 | Aug. 31, 2020USD ($)$ / sharesshares | Sep. 27, 2020shares | Aug. 28, 2020shares | Dec. 29, 2019shares | Apr. 30, 2019$ / shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Date of incorporation | Jun. 6, 2013 | |||||
Forward stock split | 2.46-for-1 | |||||
Forward stock split conversion ratio | 2.46 | |||||
Share price | $ / shares | $ 5.0087 | |||||
Common stock, shares issued | 39,432,161 | 31,429,898 | ||||
Preferred stock, shares outstanding | 0 | |||||
IPO | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Shares issued | 10,699,573 | |||||
Share price | $ / shares | $ 22 | |||||
Common stock, shares issued | 5,040,323 | |||||
Additional common stock shares issued | 5,659,250 | |||||
Gross proceeds from sale of common stock | $ | $ 110,887 | |||||
Shares issued upon conversion of preferred stock | 8,192,876 | 8,192,876 | ||||
Preferred stock, shares outstanding | 0 | |||||
IPO | Maximum | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Additional common stock shares issued | 1,395,596 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | Sep. 27, 2020 |
ASU 2018-13 | |
Summary of Significant Accounting Policies [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 30, 2019 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
ASU 2020-04 | |
Summary of Significant Accounting Policies [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Mar. 12, 2020 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Fair Value - Summary of Financi
Fair Value - Summary of Financial Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Contingent consideration, current | $ 138 | $ 270 |
Contingent consideration, non-current | 32 | 382 |
Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Contingent consideration, current | 138 | 270 |
Contingent consideration, non-current | 32 | 382 |
Total | 170 | 652 |
Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Contingent consideration, current | 138 | 270 |
Contingent consideration, non-current | 32 | 382 |
Total | $ 170 | $ 652 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Fair Value Disclosures [Abstract] | ||||||
Fair value, liabilities, level 1 to level 2 transfers | $ 0 | $ 0 | $ 0 | $ 0 | ||
Fair value, liabilities, level 2 to level 1 transfers | 0 | 0 | 0 | 0 | ||
Fair value, liabilities, transfers into level 3 | 0 | 0 | 0 | 0 | ||
Fair value, liabilities, transfers out of level 3 | 0 | 0 | 0 | 0 | ||
Unrealized (gain) loss on fair value of contingent consideration | $ 8,000 | $ (327,000) | $ (23,000) | $ 15,000 | $ (342,000) | $ 53,000 |
Fair Value - Rollforward of Agg
Fair Value - Rollforward of Aggregate Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Fair Value Disclosures [Abstract] | ||||||
Balance | $ 213 | $ 582 | $ 652 | $ 652 | ||
Payment of contingent consideration | (51) | (42) | (47) | |||
Change in fair value | 8 | (327) | (23) | $ 15 | (342) | $ 53 |
Balance | $ 170 | $ 213 | $ 582 | $ 170 |
Fair Value - Schedule of Unobse
Fair Value - Schedule of Unobservable Inputs and Valuation of Contingent Consideration (Details) - Level 3 $ in Thousands | 9 Months Ended |
Sep. 27, 2020USD ($)USD_per_DozenDozen | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Dozens of eggs supplied | Dozen | 2,546,982 |
Royalty rate per dozen eggs | USD_per_Dozen | 0.07 |
Estimated royalty income | $ | $ 178 |
Discount interval (in years) | 1 year 7 months 6 days |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Revenue by Primary Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 53,367 | $ 34,082 | $ 160,287 | $ 99,312 |
Eggs | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 49,299 | 30,995 | 147,738 | 91,146 |
Butter | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 4,068 | $ 3,087 | $ 12,549 | $ 8,166 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 53,367 | $ 34,082 | $ 160,287 | $ 99,312 |
Revenue resulting from reduction of sales promotion incentive related to prior year sales | 624 | |||
Pasture-raised Shell Eggs | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 47,820 | 30,059 | 143,397 | 89,264 |
Liquid Whole Eggs | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 636 | 198 | 2,814 | 374 |
Pasture-raised Hard Boiled Eggs | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 386 | 738 | 1,070 | 1,508 |
Egg Bites | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 457 | 0 | 457 | 0 |
Pasture-raised Butter | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 3,653 | 2,717 | 11,589 | 7,697 |
Ghee | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 415 | $ 370 | $ 960 | $ 469 |
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. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Customer A | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk percentage | 33.00% | 18.00% | 35.00% | |
Customer B | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk percentage | 24.00% | 16.00% | ||
Customer C | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk percentage | 13.00% | 16.00% | 14.00% | 14.00% |
Customer D | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk percentage | 13.00% | 10.00% | 12.00% | 11.00% |
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. 27, 2020 | Dec. 29, 2019 | |
Customer A | ||
Disaggregation Of Revenue [Line Items] | ||
Concentration risk percentage | 25.00% | |
Customer B | ||
Disaggregation Of Revenue [Line Items] | ||
Concentration risk percentage | 30.00% | 21.00% |
Customer C | ||
Disaggregation Of Revenue [Line Items] | ||
Concentration risk percentage | 14.00% |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Dec. 29, 2019 |
Receivables [Abstract] | ||||
Accounts receivable, net | $ 17,551 | $ 16,108 | ||
Allowance for doubtful accounts | $ 241 | $ 154 | $ 188 | $ 304 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | |
Receivables [Abstract] | |||
Allowance for doubtful accounts, Beginning balance | $ (154) | $ (188) | $ (304) |
Provisions Charged to Operating Results | (152) | ||
Account Write-off and Recoveries | 65 | 34 | 116 |
Allowance for doubtful accounts, Ending balance | $ (241) | $ (154) | $ (188) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Inventory [Line Items] | ||
Inventories | $ 11,728 | $ 12,947 |
Eggs and Inventory in Transit | ||
Inventory [Line Items] | ||
Inventories | 6,205 | 8,811 |
Butter | ||
Inventory [Line Items] | ||
Inventories | 2,233 | 646 |
Packaging | ||
Inventory [Line Items] | ||
Inventories | 1,626 | 1,949 |
Ghee | ||
Inventory [Line Items] | ||
Inventories | 583 | 792 |
Egg Bites | ||
Inventory [Line Items] | ||
Inventories | 249 | |
Other | ||
Inventory [Line Items] | ||
Inventories | $ 832 | $ 749 |
Inventories - Schedule of Chang
Inventories - Schedule of Changes in Excess and Obsolete Inventory Reserve (Details) - Excess and Obsolete Inventory Reserve - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | |
Change In Accounting Estimate [Line Items] | |||
Beginning balance | $ (354) | $ (262) | $ (189) |
Provisions Charged to Operating Results | (248) | (92) | (73) |
Account Write-off | 258 | ||
Ending balance | $ (344) | $ (354) | $ (262) |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Inventory Disclosure [Abstract] | ||||
Laying-hen costs amortized to cost of goods sold | $ 65 | $ 132 | $ 304 | $ 410 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 32,524 | $ 25,818 |
Less: Accumulated depreciation and amortization | (4,832) | (3,360) |
Property, plant and equipment, net | 27,692 | 22,458 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 525 | 525 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,295 | 14,241 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 527 | 454 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,282 | 6,297 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 878 | 483 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 447 | 422 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,570 | $ 3,396 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | Dec. 29, 2019 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation and amortization of property, plant and equipment | $ 614 | $ 394 | $ 1,568 | $ 1,119 | |
Machinery and Equipment | |||||
Property Plant And Equipment [Line Items] | |||||
Capital leases included in property, plant and equipment | $ 1,193 | $ 1,193 | $ 1,505 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Payables And Accruals [Abstract] | ||
Accrued promotions and expired product chargebacks | $ 2,089 | $ 2,038 |
Accrued grower payments | 32 | 1,649 |
Accrued employee related costs | 3,135 | 1,132 |
Accrued offering costs | 385 | |
Accrued distribution fees and freight | 482 | 624 |
Accrued accounting and legal fees | 585 | 86 |
Accrued marketing and commissions | 294 | 887 |
Property, plant and equipment | 964 | |
Other | 1,316 | 843 |
Accrued liabilities | $ 7,933 | $ 8,608 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Feb. 28, 2020 | Jun. 30, 2020 | Apr. 30, 2020 | Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | May 31, 2020 | Feb. 29, 2020 | Dec. 29, 2019 | Apr. 30, 2018 | Apr. 29, 2018 | Oct. 31, 2017 |
Debt Instrument [Line Items] | |||||||||||||
Interest expense | $ 110,000 | $ 85,000 | $ 365,000 | $ 250,000 | |||||||||
Amortization of debt issuance costs | 8,000 | $ 10,000 | 21,000 | $ 30,000 | |||||||||
Proceeds from Paycheck Protection Program loan | 2,593,000 | ||||||||||||
Repayment of Paycheck Protection Program loan | $ 2,593,000 | ||||||||||||
CARES Act | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from Paycheck Protection Program loan | $ 2,593,000 | ||||||||||||
Number of times of average monthly payroll expense as loan amount | 2.5 times | ||||||||||||
Repayment of Paycheck Protection Program loan | $ 2,593,000 | ||||||||||||
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 | Fifth Amendment Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility maximum borrowing capacity | $ 15,000,000 | ||||||||||||
PNC Bank, National Association | Revolving Line of Credit | Sixth Amendment Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility maximum borrowing capacity | $ 15,000,000 | $ 15,000,000 | |||||||||||
Line of credit facility interest rate at period end | 5.75% | ||||||||||||
PNC Bank, National Association | Revolving Line of Credit | Sixth Amendment Loan | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument basis spread on variable rate | 2.25% | ||||||||||||
PNC Bank, National Association | Revolving Line of Credit | Sixth Amendment Loan | Alternate Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument basis spread on variable rate | 1.25% | ||||||||||||
PNC Bank, National Association | Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face amount | 4,700,000 | ||||||||||||
PNC Bank, National Association | Term Loan | Sixth Amendment Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument maturity date | Jul. 31, 2027 | ||||||||||||
Line of credit facility additional borrowing capacity | $ 5,000,000 | ||||||||||||
Proceeds from issuance of secured debt | 7,910,000 | ||||||||||||
Debt instrument payment terms | Borrowings under the amended and restated Term Loan are repayable in monthly installments of principal and interest, followed by a balloon payment of all unpaid principal and accrued and unpaid interest due in July 2027. | ||||||||||||
Debt instrument, interest rate | 3.44% | 3.44% | 4.64% | ||||||||||
PNC Bank, National Association | Term Loan | Sixth Amendment Loan | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument basis spread on variable rate | 3.25% | ||||||||||||
Debt instrument basis points | 1.00% | ||||||||||||
PNC Bank, National Association | Term Loan | Sixth Amendment Loan | Federal Funds Open Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument basis spread on variable rate | 2.25% | ||||||||||||
Debt instrument basis points | 0.50% | ||||||||||||
PNC Bank, National Association | Equipment Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility maximum borrowing capacity | $ 1,500,000 | ||||||||||||
PNC Bank, National Association | Equipment Loan | First Amendment Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility maximum borrowing capacity | $ 750,000 | $ 1,500,000 | |||||||||||
PNC Bank, National Association | Equipment Loan | Fourth Amendment Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility maximum borrowing capacity | $ 3,000,000 | ||||||||||||
Debt instrument borrowing period | 2019-10 | 2021-10 | |||||||||||
PNC Bank, National Association | Equipment Loan | Sixth Amendment Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility maximum borrowing capacity | $ 3,000,000 | $ 3,000,000 | |||||||||||
Debt instrument maturity date | Oct. 31, 2022 | ||||||||||||
Line of credit facility interest rate at period end | 4.44% | ||||||||||||
Debt instrument frequency of periodic payment | 36 monthly | ||||||||||||
PNC Bank, National Association | Equipment Loan | Sixth Amendment Loan | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument basis spread on variable rate | 3.00% | ||||||||||||
PNC Bank, National Association | Equipment Loan | Sixth Amendment Loan | Alternate Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument basis spread on variable rate | 2.00% | ||||||||||||
PNC Bank, National Association | Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument maturity date | Oct. 31, 2022 | ||||||||||||
Line of credit facility covenant terms | The Credit Facility is secured by all of the Company’s assets and requires the Company to maintain two financial covenants: a fixed charge coverage ratio and a leverage ratio. The Credit Facility also contains various covenants relating to limitations on indebtedness, dividends, investments and acquisitions, mergers, consolidations, the sale of properties and liens and capital expenditures. In addition, the Credit Facility imposes limitations on the Company’s ability to pay dividends or distributions on any equity interest, declare any stock splits or reclassifications of its stock, or apply any of its funds, property or assets to purchase, redeem or retire any of its equity interests or to purchase, redeem or retire any of its options to purchase any of its equity interests. | ||||||||||||
Line of credit facility covenant compliance | As of September 27, 2020, the Company was in compliance with all covenants under the Credit Facility. | ||||||||||||
PNC Bank, National Association | Credit Facility | Fourth Amendment Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility maximum borrowing capacity | $ 17,700,000 | ||||||||||||
PNC Bank, National Association | Credit Facility | Fifth Amendment Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility maximum borrowing capacity | $ 22,700,000 | ||||||||||||
PNC Bank, National Association | Credit Facility | Sixth Amendment Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility maximum borrowing capacity | $ 25,910,000 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt, Net of Current Portion (Details) - USD ($) $ in Thousands | Sep. 27, 2020 | Dec. 29, 2019 |
Debt Instrument [Line Items] | ||
Less: current portion of long-term debt | $ (1,104) | $ (2,160) |
Less: unamortized debt issuance costs | (43) | (68) |
Long-term debt, net of current portion | 6,480 | 2,896 |
Revolving Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,325 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 7,627 | 3,245 |
Equipment Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 554 |
Long-Term Debt - Summary of Fut
Long-Term Debt - Summary of Future Principal Payments for Long-Term Debt and Capital Lease Payments (Details) $ in Thousands | Sep. 27, 2020USD ($) |
Debt Disclosure [Abstract] | |
2020 (remaining thirteen weeks) | $ 397 |
2021 | 1,601 |
2022 | 6,541 |
Total | $ 8,539 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Additional Information (Details) - $ / shares | 1 Months Ended | |||
Aug. 28, 2020 | Sep. 27, 2020 | Aug. 31, 2020 | Dec. 29, 2019 | |
Class Of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 0 | |||
Redeemable convertible preferred stock (Series B, Series C and Series D), shares authorized | 0 | 8,192,876 | ||
Redeemable convertible preferred stock (Series B, Series C and Series D), par value | $ 0.0001 | $ 0.0001 | ||
Series B Redeemable Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Redeemable convertible preferred stock (Series B, Series C and Series D), shares authorized | 2,728,018 | |||
Series C Redeemable Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Redeemable convertible preferred stock (Series B, Series C and Series D), shares authorized | 2,464,466 | |||
Series D Redeemable Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Redeemable convertible preferred stock (Series B, Series C and Series D), shares authorized | 3,000,392 | |||
IPO | ||||
Class Of Stock [Line Items] | ||||
Shares issued upon conversion of preferred stock | 8,192,876 | 8,192,876 | ||
Preferred stock convertible into common stock conversion ratio | 100.00% | |||
Preferred stock, shares outstanding | 0 |
Common Stock and Common Stock_3
Common Stock and Common Stock Warrant - Additional Information (Details) - USD ($) | Jun. 09, 2020 | Apr. 30, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | Dec. 29, 2019 |
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 39,432,161 | 31,429,898 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Shares purchase price per share | $ 5.0087 | ||||
Proceed from issuance of common stock | $ 14,097,000 | ||||
Number of common stock shares repurchase during the period | 2,852,770 | ||||
Proceed from repurchase of common stock | $ 14,289,000 | $ 14,289,000 | |||
Common stock voting rights | Each share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of the Company’s stockholders. | ||||
Common stock dividend declared or paid | $ 0 | ||||
Proceeds from exercise of warrant | $ 282,000 | ||||
Guarantor | |||||
Class Of Stock [Line Items] | |||||
Warrants issued to purchase of common stock shares | 196,800 | ||||
Warrant exercise price per share | $ 1.43 | ||||
Proceeds from exercise of warrant | $ 282,000 | ||||
Manna Tree Partners | |||||
Class Of Stock [Line Items] | |||||
Number of common stock shares issued and sold during the period | 2,815,012 | ||||
Shares purchase price per share | $ 5.3286 | ||||
Proceed from issuance of common stock | $ 14,097,000 | ||||
Stock issuance cost | $ 903,000 |
Common Stock and Common Stock_4
Common Stock and Common Stock Warrant - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares | Sep. 27, 2020 | Dec. 29, 2019 |
Class Of Stock [Line Items] | ||
Total | 13,487,706 | 14,042,819 |
Options to Purchase Common Stock | ||
Class Of Stock [Line Items] | ||
Total | 5,712,814 | 5,413,064 |
Restricted Stock Units | ||
Class Of Stock [Line Items] | ||
Total | 45,000 | |
Shares Available for Grant | 2013 Incentive Plan | ||
Class Of Stock [Line Items] | ||
Total | 240,079 | |
Shares Available for Grant | 2020 Incentive Plan | ||
Class Of Stock [Line Items] | ||
Total | 7,729,892 | |
Warrants to Purchase Common Stock | ||
Class Of Stock [Line Items] | ||
Total | 196,800 | |
Conversion of Outstanding Shares of Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Total | 8,192,876 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2020 | Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Fair value of shares vested | $ 984 | $ 1,442 | |||
Stock options granted to purchase common stock | 873,867 | ||||
Exercise price of stock options granted | $ 21.47 | ||||
Stock-based compensation expense | 737 | $ 290 | $ 1,481 | $ 576 | |
Unrecognized stock-based compensation expense | $ 11,037 | $ 11,037 | |||
Expected weighted-average period of recognition | 2 years 1 month 6 days | ||||
2020 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation award, description | Initially, the maximum number of the Company’s common stock that may be issued under the 2020 Incentive Plan is 8,595,871 shares, which is the sum of (i) 3,000,000 new shares, plus (ii) the number of shares available for the grant of new awards under the 2013 Incentive Plan at July 30, 2020, plus (iii) the number of shares subject to outstanding stock awards granted under the 2013 Incentive Plan and that, following the July 30, 2020, terminate, expire or are otherwise forfeited, reacquired or withheld. The 2020 Incentive Plan provides that the number of shares reserved and available for issuance under the 2020 Incentive Plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to 4% of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s board of directors. | ||||
2020 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation award, description | The 2020 ESPP 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. The Company’s board of directors may from time to time grant or provide for the grant to eligible employees of options to purchase common stock under the 2020 ESPP during a specific offering period. | ||||
Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for future grants | 7,729,892 | 7,729,892 | |||
Common Stock | 2020 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Maximum number of shares issuable | 8,595,871 | ||||
Number of new shares issued | 3,000,000 | ||||
Percentage of outstanding common stock | 4.00% | ||||
Common Stock | 2020 Equity Incentive Plan | Executive Officers and Employees | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted to purchase common stock | 820,979 | ||||
Exercise price of stock options granted | $ 22 | ||||
Common Stock | 2020 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Maximum number of shares issuable | 900,000 | ||||
Percentage of outstanding common stock | 1.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 27, 2020USD ($)$ / sharesshares | Dec. 29, 2019USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options, Beginning balance | shares | 5,413,064 | |
Number of Options, Granted | shares | 873,867 | |
Number of Options, Exercised | shares | (57,280) | |
Number of Options, Cancelled | shares | (516,837) | |
Number of Options, Ending balance | shares | 5,712,814 | 5,413,064 |
Number of Options, Options exercisable as of September 27, 2020 | shares | 2,634,469 | |
Number of Options, Options vested and expected to vest as of September 27, 2020 | shares | 5,712,814 | |
Weighted-Average Exercise Price, Beginning balance | $ / shares | $ 3.73 | |
Weighted-Average Exercise Price, Options Granted | $ / shares | 21.47 | |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 2.99 | |
Weighted-Average Exercise Price, Options Cancelled | $ / shares | 3.76 | |
Weighted-Average Exercise Price, Ending balance | $ / shares | 6.32 | $ 3.73 |
Weighted-Average Exercise Price, Options exercisable as of September 27, 2020 | $ / shares | 2.54 | |
Weighted-Average Exercise Price, Options vested and expected to vest as of September 27, 2020 | $ / shares | $ 6.32 | |
Weighted Average Remaining Contractual Life (Years), Balance | 6 years 10 months 24 days | 7 years 3 months 18 days |
Weighted Average Remaining Contractual Life (Years), Options exercisable as of September 27, 2020 | 5 years | |
Weighted Average Remaining Contractual Life (Years), Options vested and expected to vest as of September 27, 2020 | 6 years 10 months 24 days | |
Aggregate Intrinsic Value | $ | $ 188,801 | $ 60,059 |
Aggregate Intrinsic Value, Exercised | $ | 2,084 | |
Aggregate Intrinsic Value, Options exercisable as of September 27, 2020 | $ | 97,029 | |
Aggregate Intrinsic Value, Options vested and expected to vest as of September 27, 2020 | $ | $ 188,801 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 27.00% | 28.00% | 31.00% | 27.00% |
Federal statutory tax rate | 21.00% | 21.00% |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Numerator: | ||||||||
Net income | $ 1,662 | $ 823 | $ 9,531 | $ 7,636 | ||||
Less: Net (loss) income attributable to noncontrolling interests | (15) | $ (28) | $ (11) | (6) | $ (11) | $ 967 | (54) | 950 |
Net income attributable to Vital Farms, Inc. common stockholders | $ 1,677 | $ 5,964 | $ 1,945 | $ 829 | $ 2,799 | $ 3,058 | $ 9,585 | $ 6,686 |
Weighted average common shares outstanding: | ||||||||
Weighted average common shares outstanding — basic | 34,044,994 | 25,929,923 | 28,664,914 | 26,197,567 | ||||
Weighted average effect of potentially dilutive securities: | ||||||||
Effect of potentially dilutive stock options | 5,066,024 | 3,171,785 | 4,482,401 | 2,405,387 | ||||
Effect of potentially dilutive common stock warrants | 177,822 | 128,587 | 163,677 | |||||
Effect of potentially dilutive redeemable convertible preferred stock | 8,192,876 | 8,192,876 | ||||||
Weighted average common shares outstanding — diluted | 39,111,018 | 37,472,406 | 33,275,902 | 36,959,507 | ||||
Net income per share attributable to Vital Farms, Inc. stockholders: | ||||||||
Basic: | $ 0.05 | $ 0.03 | $ 0.33 | $ 0.26 | ||||
Diluted: | $ 0.04 | $ 0.02 | $ 0.29 | $ 0.18 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2020 | Sep. 29, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share | 45,000 | 0 | 881,969 | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2019USD ($) | Sep. 27, 2020USD ($)ft² | Sep. 29, 2019USD ($) | Sep. 27, 2020USD ($)ft² | Sep. 29, 2019USD ($) | |
Commitments And Contingencies [Line Items] | |||||
Rent expense | $ 109 | $ 93 | $ 331 | $ 255 | |
Long-term supply contracts costs | $ 22,341 | $ 13,770 | $ 41,527 | $ 36,810 | |
Other Income | |||||
Commitments And Contingencies [Line Items] | |||||
Gain on lawsuit settlement | $ 1,200 | ||||
Austin, Texas | |||||
Commitments And Contingencies [Line Items] | |||||
Area of office space leased | ft² | 9,082 | 9,082 | |||
Lease expiration period | 2026-04 | ||||
Lease options to extend period | 5 years | ||||
Base rent charges | $ 19 | ||||
Webb City, Missouri | |||||
Commitments And Contingencies [Line Items] | |||||
Area of office space leased | ft² | 5,000 | 5,000 | |||
Base rent charges | $ 55 | ||||
Operating lease expiration date | Dec. 31, 2021 | ||||
Springfield, Missouri | |||||
Commitments And Contingencies [Line Items] | |||||
Area of office space leased | ft² | 3,750 | 3,750 | |||
Base rent charges | $ 85 | ||||
Operating lease expiration date | Sep. 30, 2023 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Noncancelable Operating Leases (Details) $ in Thousands | Sep. 27, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 (remaining twenty-six weeks) | $ 494 |
2021 | 1,989 |
2022 | 1,362 |
2023 | 1,121 |
2024 | 329 |
Thereafter | 454 |
Total | $ 5,749 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 09, 2020 | Aug. 31, 2020 | Nov. 30, 2019 | Feb. 28, 2019 | Apr. 30, 2019 | Sep. 27, 2020 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 27, 2020 | Sep. 29, 2019 |
Related Party Transaction [Line Items] | |||||||||||
Proceeds from exercise of warrant | $ 282 | ||||||||||
Promissory notes repaid | $ 800 | 846 | |||||||||
Interest income with promissory notes | $ 10 | $ 45 | 24 | $ 140 | |||||||
Shares purchase price per share | $ 5.0087 | ||||||||||
Number of common stock issued and sold during the period | $ 7,094 | $ 7,003 | |||||||||
Manna Tree Partners | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of common stock shares issued and sold during the period | 2,815,012 | ||||||||||
Shares purchase price per share | $ 5.3286 | ||||||||||
Number of common stock issued and sold during the period | $ 15,000 | ||||||||||
Sandpebble Builders Preconstruction, Inc | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Paid to related party | $ 178 | $ 110 | $ 541 | $ 347 | |||||||
Note Receivable | Founder and Former Board of Directors | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Promissory notes issued | $ 4,000 | ||||||||||
Promissory maturity date | Aug. 7, 2022 | ||||||||||
Promissory notes repaid | $ 3,200 | ||||||||||
LIBOR | Note Receivable | Founder and Former Board of Directors | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Promissory notes interest rate | 2.00% | ||||||||||
Guarantor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants issued to purchase of common stock shares | 196,800 | ||||||||||
Warrant exercise price per share | $ 1.43 | ||||||||||
Proceeds from exercise of warrant | $ 282 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | Oct. 31, 2020USD ($) |
Subsequent Event | PNC Bank | |
Subsequent Event [Line Items] | |
Investment account | $ 70 |