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December 31, 2019
Russell Diez-Canseco
President and Chief Executive Officer
Vital Farms, Inc.
3601 South Congress Avenue
Suite C100
Austin, Texas 78704
Re: Vital Farms, Inc.
Draft Registration Statement on Form S-1
Submitted December 6, 2019
CIK No. 0001579733
Dear Mr. Diez-Canseco:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statment on Form S-1 submitted December 6, 2019
Cover Page
1. Please revise the prospectus cover page to disclose that (1) the company
elected in
October 2017 to be treated as a public benefit corporation under
Delaware law and (2) as a
public benefit corporation, the company's duty to balance a variety of
interests may result
in actions that do not maximize shareholder value.
Overview, page 1
2. Please tell us whether you commissioned any of the third-party data
included in your
registration statement.
Russell Diez-Canseco
Vital Farms, Inc.
December 31, 2019
Page 2
3. Please revise the disclosure on page 2 to clarify what you mean by the
phrases
"sustainably scaled [y]our brand" and that you have "leveraged the
scale and efficiency."
Our Strengths, page 4
4. Please revise to clarify whether the survey conducted in November 2019
revealed any
material disadvantages concerning your products.
Implications of Being an Emerging Growth Company, page 10
5. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
We are currently expanding . . ., page 20
6. We note the disclosures regarding your planned expansion of Egg
Central to address your
rapid growth and increase capacity. Clarify whether the current size
of your facility is
insufficient to process the eggs you receive and whether, following
the planned expansion,
the facility will have sufficient capacity.
The dual class structure of our common stock . . ., page 40
7. Please expand this risk factor to disclose the percentage of
outstanding shares that the
Class B stockholders must keep to continue to control the outcome of
matters submitted to
stockholders for approval.
Use of Proceeds, page 50
8. Please revise to quantify the amount of proceeds to be allocated to
each purpose
mentioned in the third sentence of the penultimate paragraph of this
section. Also, if the
proceeds of this offering would not provide sufficient funds to
complete the purposes that
you have highlighted, please provide the disclosure required by
Instruction 3 to
Regulation S-K Item 504.
Dividend Policy, page 51
9. We note the disclosure on page 51 and in Note 10 that your ability to
pay dividends on
your capital stock is subject to restrictions under the terms of your
credit facility with PNC
Bank, National Association, or the Credit Facility. Tell us the amount
of restricted net
FirstName LastNameRussell Diez-Canseco
assets associated with these restrictions, whether you consider such
restrictions to be
Comapany NameVital Farms, Inc.
material, and the resulting consideration to provide disclosures
pursuant to Rules 4-
08(e) and 12-04 of Regulation S-X.
December 31, 2019 Page 2
FirstName LastName
Russell Diez-Canseco
FirstName LastNameRussell Diez-Canseco
Vital Farms, Inc.
Comapany31, 2019 Farms, Inc.
December NameVital
Page 3
December 31, 2019 Page 3
FirstName LastName
Contractual Obligations and Commitments, page 71
10. Please revise to identify the dollar amount of the commitment excluded
from the table
based on the criteria mentioned in the second paragraph on page 72.
Principal and Selling Stockholders, page 117
11. Please disclose the natural person or persons who exercise the sole or
shared voting and/or
dispositive powers with respect to the shares held by the entities
mentioned in the table on
page 118.
Lock-Up Arrangements, page 126
12. Please file the lock-up agreements as exhibits to the registration
statement. Refer to Item
601(b)(10) of Regulation S-K.
Notes to the consolidated financial statements
Commitments and contingencies
Supplier contracts, page F-32
13. We note your disclosure that "contingent rentals are capitalized into
inventory in the
consolidated balance sheet when the related eggs are purchased and are
expensed to cost
of goods sold in the statement of operations upon their sale to
customers." Please disclose
the rental expense for the underlying contingent rentals, if material.
Refer to ASC 840-
20-50-1.
You may contact Charles Eastman at 202-551-3794 or Melissa Raminpour,
Accounting
Branch Chief, at 202-551-3379 if you have questions regarding comments on the
financial
statements and related matters. Please contact Thomas Jones at 202-551-3602 or
Geoffrey
Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Nicole Brookshire