0000950170-23-006950 | 10-K | XBRL Viewer

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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 25, 2022	Mar. 06, 2023	Jun. 26, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 25, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-25
Entity Registrant Name	Vital Farms, Inc.
Entity Central Index Key	0001579733
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
ICFR Auditor Attestation Flag	false
Security 12b Title	Common Stock, - par value $0.0001 per share
Trading Symbol	VITL
Security Exchange Name	NASDAQ
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39411
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-0496985
Entity Address, Address Line One	3601 South Congress Avenue
Entity Address, Address Line Two	Suite C100
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78704
City Area Code	877
Local Phone Number	455-3063
Entity Common Stock, Shares Outstanding		40,748,747
Entity Public Float			$ 266
Auditor Firm ID	185
Auditor Name	KPMG LLP
Auditor Location	Austin, Texas
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement for the registrant’s 2023 annual meeting of stockholders, to be filed within 120 days after the close of the registrant’s fiscal year, are incorporated by reference into Part III of this Annual Report.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Current assets:
Cash and cash equivalents	$ 12,914	$ 30,966
Investment securities available-for-sale	65,814	68,621
Accounts receivable, net	40,227	26,938
Inventories	26,849	10,945
Prepaid expenses and other current assets	3,810	3,817
Total current assets	149,614	141,287
Property, plant and equipment, net	59,155	44,608
Operating lease right-of-use assets	1,895	0
Goodwill	3,858	3,858
Other assets	144	189
Total assets	214,666	189,942
Current liabilities:
Accounts payable	25,972	22,520
Accrued liabilities	18,477	15,143
Operating lease liabilities, current	1,208	0
Finance lease liabilities, current	1,570	327
Income taxes payable	425	0
Total current liabilities	47,652	37,990
Operating lease liabilities, non-current	892	0
Finance lease liabilities, non-current	7,023	0
Other liability, non-current	767	192
Total liabilities	56,334	38,182
Commitments and contingencies (Note 17)	0	0
Stockholders’ equity:
Common stock, $0.0001 par value per share, 310,000,000 shares authorized as of December 25, 2022 and December 26, 2021; 40,746,990 and 40,493,969 shares issued as of December 25, 2022 and December 26, 2021, respectively	4	5
Additional paid-in capital	155,716	149,000
Retained earnings	4,159	2,746
Accumulated other comprehensive loss	(1,547)	(281)
Total stockholders’ equity attributable to Vital Farms, Inc. stockholders	158,332	151,470
Noncontrolling interests	0	115
Total stockholders’ equity	158,332	151,585
Total liabilities, redeemable noncontrolling interest, redeemable convertible preferred stock and stockholders’ equity	214,666	189,942
Variable Interest Entity, Primary Beneficiary
Current liabilities:
Redeemable noncontrolling interest	$ 0	$ 175

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 25, 2022	Dec. 26, 2021
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	310,000,000	310,000,000
Common stock, shares issued	40,746,990	40,493,969
Common stock, shares outstanding	40,746,990	40,493,969

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Income Statement [Abstract]
Net revenue	$ 362,050	$ 260,901	$ 214,280
Cost of goods sold	252,606	178,002	139,752
Gross profit	109,444	82,899	74,528
Operating expenses:
Selling, general and administrative	77,236	57,868	47,396
Shipping and distribution	30,104	24,979	14,904
Total operating expenses	107,340	82,847	62,300
Income from operations	2,104	52	12,228
Interest expense	(114)	(52)	(488)
Interest income	992	381	97
Other income (expense), net	(151)	(27)	(183)
Total other income (expense), net	727	302	(574)
Net income before income taxes	2,831	354	11,654
Income tax provision (benefit)	1,601	(2,028)	2,770
Net income	1,230	2,382	8,884
Less: Net (loss) income attributable to noncontrolling interests	(21)	(47)	84
Net income attributable to Vital Farms, Inc. common stockholders	$ 1,251	$ 2,429	$ 8,800
Earnings Per Share
Basic:	$ 0.03	$ 0.06	$ 0.31
Diluted:	$ 0.03	$ 0.06	$ 0.27
Weighted average common shares outstanding:
Weighted average common shares outstanding - basic	40,648,592	40,027,278	28,667,264
Diluted:	43,469,586	43,321,733	32,914,653

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Statement of Comprehensive Income [Abstract]
Net income	$ 1,230	$ 2,382	$ 8,884
Other comprehensive loss
Unrealized net holding loss on available-for-sale debt securities, net of deferred tax benefit of $383, $80 and $10 for the years ended December 25, 2022, December 26, 2021 and December 27, 2020, respectively	(1,266)	(250)	(31)
Total comprehensive income	$ (36)	$ 2,132	$ 8,853

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Statement of Comprehensive Income [Abstract]
Unrealized holding loss on available-for-sale securities, tax	$ 383	$ 80	$ 10

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK , REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Variable Interest Entity, Primary Beneficiary	Initial Public Offering	Redeemable Convertible Preferred Stock	Redeemable Noncontrolling Interest Variable Interest Entity, Primary Beneficiary	Common Stock	Common Stock Initial Public Offering	Common Stock Employee Stock Purchase Plan	Treasury Stock	Additional Paid-In Capital	Additional Paid-In Capital Initial Public Offering	Retained Earnings (Deficit)	Accumulated Other Comprehensive Loss	Total Stockholders' Equity Attributable to Vital Farms, Inc. Stockholders	Total Stockholders' Equity Attributable to Vital Farms, Inc. Stockholders Initial Public Offering	Noncontrolling Interests
Beginning balance at Dec. 29, 2019	$ 8,638					$ 3			$ (16,276)	$ 19,593		$ 5,239		$ 8,559		$ 79
Beginning balance, shares at Dec. 29, 2019				8,192,876
Beginning balance at Dec. 29, 2019				$ 23,036
Beginning balance at Dec. 29, 2019					$ 175
Beginning balance, shares at Dec. 29, 2019						31,429,898			(5,494,918)
Issuance of common stock, net of issuance costs			$ 98,671				$ 1				$ 98,670				$ 98,671
Issuance of common stock, net of issuance costs, Shares							5,040,323
Issuance of common stock upon conversion of preferred stock	23,036					$ 1				23,035				23,036
Issuance of common stock upon conversion of preferred stock, Shares				(8,192,876)
Issuance of common stock upon conversion of preferred stock				$ (23,036)
Issuance of common stock upon conversion of preferred stock, Shares						8,192,876
Exercise of warrant	283									283				283
Exercise of warrant, Shares						196,800
Vesting of restricted stock, Shares						3,097
Other comprehensive loss, net	(31)												$ (31)	(31)
Exercise of stock options	221									221				221
Exercise of stock options, Shares						75,964
Stock-based compensation expense	2,509									2,509				2,509
Net Income (Loss) Attributable to Noncontrolling Interest, Total	83															83
Net income attributable to Vital Farms, Inc. stockholders -basic and diluted	8,800											8,800		8,800
Ending balance at Dec. 27, 2020	142,210					$ 5			$ (16,276)	144,311		14,039	(31)	142,048		162
Ending balance at Dec. 27, 2020					175
Ending balance, shares at Dec. 27, 2020						44,938,958			(5,494,918)
Vesting of restricted stock, Shares						15,000
Retirement of treasury stock									$ 16,276	(2,554)		(13,722)
Retirement of treasury stock, Shares						(5,494,918)			5,494,918
Other comprehensive loss, net	(250)												(250)	(250)
Exercise of stock options	2,803									2,803				2,803
Exercise of stock options, Shares						1,034,929
Stock-based compensation expense	4,440									4,440				4,440
Net Income (Loss) Attributable to Noncontrolling Interest, Total	(47)															(47)
Net income attributable to Vital Farms, Inc. stockholders -basic and diluted	2,429											2,429		2,429
Ending balance at Dec. 26, 2021	151,585					$ 5				149,000		2,746	(281)	151,470		115
Ending balance at Dec. 26, 2021		$ 175			175
Ending balance, shares at Dec. 26, 2021						40,493,969
Issuance of common stock, net of issuance costs, Shares								20,334
Vesting of restricted stock	(9)									(9)				(9)
Vesting of restricted stock, Shares						51,852
Other comprehensive loss, net	(1,266)												(1,266)	(1,266)
Exercise of stock options	$ 685									685				685
Exercise of stock options, Shares	180,835					180,835
Stock-based compensation expense	$ 6,040									6,040				6,040
Dissolution of noncontrolling interest	67				$ (175)	$ (1)								(1)		68
Net Income (Loss) Attributable to Noncontrolling Interest, Total	(21)											162		162		$ (183)
Net income attributable to Vital Farms, Inc. stockholders -basic and diluted	1,251											1,251		1,251
Ending balance at Dec. 25, 2022	$ 158,332					$ 4				$ 155,716		$ 4,159	$ (1,547)	$ 158,332
Ending balance at Dec. 25, 2022		$ 0
Ending balance, shares at Dec. 25, 2022						40,746,990

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK , REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 27, 2020 USD ($)
Initial Public Offering
Issuance of common stock, issuance costs	$ 12,215

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Cash flows from operating activities:
Net income	$ 1,230	$ 2,382	$ 8,884
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	5,441	3,540	2,550
Amortization of right-of-use assets	1,840
Amortization of available-for-sale debt securities	711	1,301	210
Stock-based compensation expense	6,040	4,440	2,509
Bad debt expense (recovery)	430	73	(108)
(Decrease) increase in inventory provision	(330)	224	16
Deferred taxes	632	(2,536)	1,792
Other	84	44	(449)
Changes in operating assets and liabilities:
Accounts receivable	(13,718)	(6,078)	(4,718)
Inventories	(15,574)	1,733	29
Income taxes receivable	199	1,354	61
Prepaid expenses and other current assets	(271)	426	(2,255)
Deposits and other assets	45	(46)	11
Income taxes payable	425
Accounts payable	2,352	6,796	1,807
Accrued liabilities	3,843	4,029	1,173
Operating lease liabilities	(1,477)
Net cash (used in) provided by operating activities	(8,098)	17,682	11,512
Cash flows from investing activities:
Purchases of property, plant and equipment	(10,468)	(16,711)	(10,300)
Purchases of leasehold improvements	(89)
Purchases of available-for-sale debt securities	(33,817)	(51,688)	(77,202)
Sales of available-for-sale debt securities	0	1,436	4,504
Maturities and call redemptions of available-for-sale debt securities	34,345	48,523	4,500
Proceeds from the sale of property, plant and equipment	100
Dissolution of noncontrolling interest	(108)
Repayment of notes receivable provided to related parties			846
Net cash used in investing activities	(10,037)	(18,440)	(77,652)
Cash flows from 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
Repayment of revolving line of credit			(1,325)
Repayment of equipment loan			(2,015)
Repayment of term loan			(8,245)
Repayment of Paycheck Protection Program loan			(2,593)
Payment of contingent consideration	(38)	(152)	(192)
Principal payments under finance lease obligation	(554)	(471)	(449)
Proceeds from exercise of stock options	675	2,803	221
Proceeds from exercise of warrant			283
Net cash provided by financing activities	83	2,180	94,410
Net (decrease) increase in cash and cash equivalents	(18,052)	1,422	28,270
Cash and cash equivalents at beginning of the period	30,966	29,544	1,274
Cash and cash equivalents at end of the period	12,914	30,966	29,544
Supplemental disclosure of cash flow information:
Cash paid for interest	114	43	414
Cash paid for income taxes	99	102	2,214
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property, plant and equipment included in accounts payable and accrued liabilities	$ 1,143	$ 1,493	$ 167

Nature of the Business and Basis of Presentation

12 Months Ended

Dec. 25, 2022

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. (the "Company," "we," "us" or "our") was incorporated in Delaware on June 6, 2013 and is headquartered in Austin, Texas. The Company packages, markets and distributes shell eggs, butter and other products. These products are sold under the trade names Vital Farms and RedHill Farms, primarily to retail and foodservice channels in the United States.

Vital Farms of Missouri, LLC, Backyard Eggs, LLC, Barn Door Farms, LLC, Sagebrush Foodservice, LLC and Vital Farms, LLC were, as of the fiscal year ended December 25, 2022, all wholly owned subsidiaries of Vital Farms. Each such subsidiary (other than Vital Farms of Missouri, LLC) was dissolved during the fiscal quarter ending March 26, 2023. All significant intercompany transactions and balances have been eliminated in the audited consolidated financial statements.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 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.

Fiscal Year: The Company’s fiscal year ends on the last Sunday in December and contains either 52 or 53 weeks. Therefore, the financial results of certain 53-week years will not be exactly comparable to the prior and subsequent 52-week years. The fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020 all contain operating results for 52 weeks.

Forward Stock Split: In July 2020, the board of directors and the stockholders of the Company approved a 2.46-for-1 forward stock split of the Company’s outstanding common stock and preferred stock, which was effected on July 22, 2020. Stockholders entitled to fractional shares as a result of the forward stock split received a cash payment in lieu of receiving fractional shares. All common stock, preferred stock, and per share information has been retroactively adjusted to give effect to this forward stock split for all periods presented. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately increased and the respective per share value and exercise prices, if applicable, were proportionately decreased in accordance with the terms of the agreements governing such securities. There were no changes in the par values of the Company’s common stock and preferred stock as a result of the forward stock split.

Initial Public Offering: In August 2020, the Company completed its initial public offering (“IPO”) of 10,699,573 shares of common stock at an offering price of $22.00 per share. The Company offered 5,040,323 shares of common stock and the selling stockholders offered an additional 5,659,250 shares of common stock, including the underwriter’s option to purchase up to an additional 1,395,596 shares of common stock from the selling stockholders. The Company received gross proceeds of approximately $110,887 before deducting underwriting discounts, commissions and offering related transaction costs; the Company did not receive any proceeds from the sale of shares by the selling stockholders. Upon the closing of the IPO in August 2020, all of the then-outstanding shares of preferred stock automatically converted into 8,192,876 shares of common stock on a one-for-one basis. Subsequent to the closing of the IPO, there were no shares of preferred stock outstanding. The consolidated financial statements as of December 25, 2022, including share and per share amounts, include the effects of the IPO.

Secondary Public Offering: In November 2020, the Company completed a secondary public offering of 5,000,000 shares of common stock from selling stockholders in which no proceeds from the sale of shares were received by the Company and the Company incurred $0.5 million of expenses.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 25, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates principally include revenue recognition, determination of useful lives for property and equipment, trade spend accruals, goodwill, allowance for doubtful accounts, inventory obsolescence, stock option valuations, accrued liabilities and income taxes. Actual results could differ from those estimates.

Concentrations of Credit Risk and Significant Customers: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. The Company maintains deposits with large financial institutions that the Company believes are of high credit quality. At times the Company’s cash and cash equivalents balances with individual banking institutions are in excess of federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents balances.

As of December 25, 2022 and December 26, 2021, the Company had customers that individually represented 10% or more of the Company’s accounts receivable, net. During fiscal years 2022, 2021 and 2020 the Company also had customers that individually exceeded 10% or more of the Company’s net revenue. Significant customer information is presented below as follows:


	Net Revenue Year Ended December 25, 2022	Net Revenue Year Ended December 26, 2021	Net Revenue Year Ended December 27, 2020	Accounts Receivable, Net as of December 25, 2022	Accounts Receivable, Net as of December 26, 2021
Customer A	26%	18%	15%	23%	19%
Customer B	*	14%	18%	*	*
Customer C	*	10%	12%	*	*
Customer D	11%	12%	13%	12%	13%
Customer E	*	*	*	13%	12%

* Revenue and/or accounts receivable was less than 10%.

The increase in the percentage of net revenue for Customer A for fiscal 2022 is due a net shift in the Company’s distribution channels away from Customer B during the fiscal year ended December 26, 2021. The decrease in percentage of net revenue for Customer C and D is due to shifts in the Company's distribution channels.

Cash and Cash Equivalents: The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are all in financial institutions in the United States. As of December 25, 2022, cash and cash equivalents consisted of cash on deposit with balances denominated in U.S. dollars and investments in money market funds.

Investment Securities: The Company accounts for its investment securities in accordance with ASC 320, Investments-Debt and Equity Securities. The Company considers all of its debt securities for which there is a determinable fair market value, and there are no restrictions on the Company's ability to sell within the next 12 months, as available-for-sale. We classify these securities as current, because the amounts invested are available for current operations. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, recorded in other comprehensive income until the security is settled or sold.

The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is recorded in interest income. The cost of securities sold is based on the specific identification method with realized gains and losses on the sale of debt securities and declines in value due to credit-related factors, reclassified out of accumulated other comprehensive income when sold and recorded in other income. Income tax effects related to realized gains and losses on available-for-sale securities are released from accumulated other comprehensive income quarterly with the recognition of the Company's tax provision. Interest and dividends on securities classified as available-for-sale are recorded in interest income.

Variable Interest Entity: The Company consolidates all entities where a controlling financial interest exists. The Company has considered its relationships with a certain entity to determine whether the Company has a variable interest in that entity, and if so, whether the Company is the primary beneficiary of the relationship. GAAP requires variable interest entities (“VIEs”) to be consolidated if an entity’s interest in the VIE is a controlling financial interest. Under the variable model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with GAAP.

Segment Information: The Company operates and manages its business as one reportable and operating segment. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of evaluating financial performance and allocating resources. All of the Company’s long-lived assets and customers are located in the United States.

Fair Value of Financial Instruments: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of inputs that may be used to measure fair value are defined below:

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Level 1 - Quoted prices in active markets for identical assets or liabilities.

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Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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Level 3 - Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities.

Accounts Receivable: Accounts receivable are stated at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any anticipated losses on the accounts receivable balances and charged to the allowance for doubtful accounts. These losses have been immaterial to date. Subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful accounts is evaluated on a regular basis by management and is based on the credit risk of specific customers, past collection history, and management’s evaluation of accounts receivable. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The Company generally does not have collateral for its receivables, but the Company does periodically evaluate the creditworthiness of its customers.

Inventories: Inventories are stated at the lower of cost (determined under the first-in, first-out method) or net realizable value. In addition to product cost, inventory costs include expenditures such as in-bound shipping and handling and warehousing costs incurred in bringing the inventory to its existing condition and location. Inventory includes eggs and egg-related products, butter and butter-related products, packaging, feed, laying hens, pullets, and equipment parts. A reduction in the carrying value of an inventory item from cost to net realizable value is recorded in cost of goods sold with the offset to inventory. Any inventory that does not meet the quality control standards of the Company is separated and written down to its net realizable value.

Property, Plant and Equipment: Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives. The general range of useful lives of other property, plant and equipment is as follows:



		Estimated Useful Life
Land		N/A
Land improvements		15 to 20 years
Buildings and improvements		15 to 39 years
Vehicles		5 years
Machinery and equipment		2 to 7 years
Furniture and fixtures		5 years
Leasehold improvements		Lesser of lease term or 5 years

When assets are sold or retired, the cost and related accumulated depreciation or amortization of assets disposed of are removed from the accounts, with any resulting gain or loss recorded in operations in the consolidated statements of operations. Normal repairs and maintenance costs are expensed as incurred to operations.

Goodwill: Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually on the first day of the fourth fiscal quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s goodwill impairment test is performed at the enterprise level given the single reporting unit.

The Company first assesses qualitative factors to determine whether events or circumstances existed that would lead the Company to conclude that it is more likely than not that the fair value of the reporting unit is below its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is below the carrying amount based on qualitative factors or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill assessment would be required. In the quantitative evaluation, the fair value of the reporting unit is determined and compared to the carrying value. If the fair value is greater than the carrying value, then the carrying value is deemed to be recoverable and no further action is required. If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying amount exceeds the reporting unit’s fair value and a charge is reported as impairment of goodwill in the consolidated statements of operations. To date, the Company has not recorded any impairment charges associated with its goodwill.

Impairment of Long-Lived Assets: The Company reviews the carrying value of property, plant and equipment for impairment whenever events and circumstances indicate the carrying value of an asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects and the effects of obsolescence, demand, competition and other economic factors. The Company did not recognize an impairment loss during the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020.

Contingent Consideration: In connection with the Company’s acquisition of certain assets of Heartland Eggs, LLC in 2014, the Company was required to make royalty payments to prior owners of certain assets of Heartland Eggs. The royalty payments were contingent on the Company’s future purchase of eggs from supplier contracts that were acquired in the certain assets of Heartland Eggs acquisition. The royalty payments were deemed to be contingent because the future egg purchases were not guaranteed, and the timing and amount of any such purchases were unknown. The fair value of the contingent consideration was determined at the acquisition date using unobservable inputs (Level 3 inputs). These inputs included projected financial information, market volatility, risk-adjusted discount rates and timing of contractual payments. Subsequent to the acquisition date, at each reporting date, the contingent consideration liability was remeasured to fair value with changes in fair value recorded within selling, general and administrative expenses in the Company’s consolidated statements of operations. As of the second quarter of fiscal year 2022, this contingent liability was reduced to zero.

Noncontrolling Interest: The Company recognizes noncontrolling interest related to VIEs, in which the Company is the primary beneficiary, as equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income or loss attributable to noncontrolling interests is included in consolidated net income on the face of the consolidated statements of operations. Changes in the parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. In addition, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. Affiliate equity interests where the Company has certain rights to demand settlement are presented at their current redemption values, as redeemable noncontrolling interest in the consolidated balance sheet. Because these transactions take place between entities under common control, any gains or losses attributable to these transactions are required to be included within additional paid-in-capital on the consolidated balance sheets.

Income Taxes: Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements. In estimating future tax consequences, the Company considers all expected future events other than enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized.

The Company follows the provisions of the authoritative guidance from the Financial Accounting Standards Board (“FASB”) on accounting for uncertainty in income taxes. These provisions provide a comprehensive model for the recognition, measurement and disclosure in financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. Under these provisions, a company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. Assessing an uncertain tax position begins with the initial determination of the sustainability of the position and is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed. Additionally, the Company must accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 25, 2022 and December 26, 2021 the Company had accrued interest and penalties related to uncertain tax positions of $85 and $0.

Net Income (Loss) per Share Attributable to Vital Farms, Inc. Common Stockholders: The Company applies the two-class method to compute basic and diluted net income (loss) per share attributable to the Company’s common stockholders when shares meet the definition of participating securities. The two-class method determines net income per share for each class of the Company’s common stock and Preferred Stock according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between the Company’s common stock and Preferred Stock based upon their respective rights to share in the earnings as if all income for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the Preferred Stock does not have a contractual obligation to share in the Company’s losses.

Basic net income per share attributable to the Company’s stockholders is computed by dividing net income by the weighted-average number of shares outstanding during the period without consideration of potentially dilutive common stock. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue shares of the Company’s common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless inclusion of such shares would be anti-dilutive. For periods in which the Company reports net losses, diluted net loss per common share attributable to the Company’s common stockholders is the same as basic net loss, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Revenue Recognition: The Company generates revenue primarily through sales of products to its customers, which include natural channel retailers, mainstream channel retailers and foodservice customers. The Company sells its products to customers on a purchase-order basis.

Revenue is recognized when control of the product is transferred to the customer and the related performance obligation is satisfied, which typically occurs upon delivery of the product to the customer, for an amount that reflects the net consideration the Company expects to receive in exchange for delivering the product. We offer sales incentives through various programs to customers and allow deductions from our customers, which may include credits or discounts to customers in the event that products do not conform to customer specifications or expire at a customer’s site. The cost associated with promotions and chargebacks is estimated and recorded as a reduction in revenue and is recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of this cost therefore requires management judgement regarding the volume of promotional offers that will be redeemed. Differences between estimated cost and actual redemptions are recognized as a change in management estimate in a subsequent period.

In many cases, key sales terms such as pricing and quantities ordered are established on a regular basis such that most customer arrangements and related incentives have a duration of less than one year. Amounts billed and due from customers are short term in nature and are classified as receivables since payments are unconditional and only the passage of time is required before payments are due.

Treasury Stock: The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct the par value from the Company’s common stock and to reflect any excess of cost over par value as a reduction to additional paid-in capital (to the extent created by previous issuances of the shares).

Shipping and Distribution: The Company’s shipping and distribution costs include costs incurred with third-party carriers to transport products to customers and salaries and overhead costs related to activities to prepare the Company’s products for shipment. Shipping and distribution costs were $30,104, $24,979, and $14,904 during the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, respectively. Freight-in costs are included within Cost of Goods Sold and were $9,610, $7,623, and $5,126 during the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, respectively.

Stock-Based Compensation: The Company measures all stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense for those awards, over the requisite service period, which is generally the vesting period of the respective award. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing valuation model, which requires inputs based on certain subjective assumptions, including the fair market value of the Company’s common stock, expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

Advertising and Promotion Expenses: Advertising and promotion expenses consist primarily of production costs and the costs to communicate the advertisements to promote and market the Company’s products. Production costs such as idea development, artwork, audio and video crews and other up-front development costs are expensed the first time the associated advertising campaign is launched or aired. The costs to communicate the advertisements such as airtime and distribution costs are expensed as incurred. During the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, the Company incurred advertising and promotion expenses of approximately $13,301, $11,469, and $9,815, respectively.

Emerging Growth Company Status: The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised financial accounting standards until such time as those standards apply to private companies. The Company elected to use the extended transition period for complying with the adoption of new or revised accounting standards, and, as a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company effective dates.

Recently Adopted Accounting Pronouncements: In February 2016, the Financial Accounting Standards Board (“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 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statement of operations. An entity may adopt the guidance either (1) retrospectively to each prior reporting period presented in the financial statements with a cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The Company adopted Topic 842 as of the beginning of the period of adoption, December 27, 2021, and has not applied the new standard to comparative periods presented.

To reduce the burden of adoption and ongoing compliance with Topic 842, a number of practical expedients and policy elections are available under the new guidance. The Company elected the "package of practical expedients" permitted under the transition guidance, which among other things, did not require reassessment of whether contracts entered into prior to adoption are or contain leases, and allowed carryforward of the historical lease classification for existing leases. The Company has not elected to adopt the “hindsight” practical expedient, and therefore will measure the right-of-use (“ROU”) assets and lease liabilities using the remaining portion of the lease term at adoption on December 27, 2021.

The Company made an accounting policy election under Topic 842 not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease (or December 27, 2021 for existing leases upon the adoption of Topic 842). The Company’s recognized ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date, which are reduced by any lease incentives.

Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the Consumer Price Index measured by the U.S. Bureau of Labor Statistics). Subsequent index changes and other periodic market-rate adjustments to base rent are recorded as variable lease expense during the period in which they are incurred. Residual value guarantees or payments for terminating the lease are included in the lease payments only when it is probable they will be incurred.

The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes. The non-lease components typically represent additional services transferred to the Company, such as common area maintenance for real estate, which are variable in nature and recorded in variable lease expense in the period incurred.

As an emerging growth company, the Company uses its lease-specific collateralized incremental borrowing rate to determine the present value of lease payments at lease commencement or upon the adoption of Topic 842. The adoption of the new lease standard had an immaterial impact on our consolidated net earnings and consolidated cash flows and did not result in a cumulative-effect adjustment to the opening balance of retained earnings. The adoption of Topic 842 as of December 27, 2021, resulted in the recording of right-of-use assets and lease liabilities of $4.1 million and $3.8 million, respectively.

Recently Issued Accounting Pronouncements Not Yet Adopted: In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, ASU 2020-02, and ASU 2020-03 (collectively, “Topic 326”), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Topic 326 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. For non-public companies, Topic 326 is effective for years beginning after December 15, 2022, including interim periods within those years. The Company expects to adopt Topic 326 on December 26, 2022. The Company is currently evaluating the impact of its pending adoption of Topic 326 on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for years beginning after December 15, 2021, and interim periods within years beginning after December 15, 2022. The Company expects to adopt ASU 2019-12 on December 26, 2022. Although the Company is currently evaluating the impact of the adoption of ASU 2019-12, the Company does not expect it to have a material impact on its consolidated financial statements.

Investment Securities

12 Months Ended

Dec. 25, 2022

Investments, Debt and Equity Securities [Abstract]

Investment Securities

3. Investment Securities

The following table summarizes the Company’s available-for-sale investment securities as of December 25, 2022:


	Amortized Cost		Unrealized Losses			Fair Value
U.S. Corporate Bonds and U.S. Dollar Denominated Foreign Bonds	$	66,658	$	(1,996	)	$	64,662
U.S. Treasury		1,176		(24	)		1,152
Total	$	67,834	$	(2,020	)	$	65,814

The following table summarizes the Company’s available-for-sale investment securities as of December 26, 2021:


	Amortized Cost		Unrealized Losses			Fair Value
U.S. Corporate Bonds and U.S. Dollar Denominated Foreign Bonds	$	64,816	$	(364	)	$	64,452
Commercial Paper		2,999		—			2,999
U.S. Treasury		1,177		(7	)		1,170
Total	$	68,992	$	(371	)	$	68,621

For the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, proceeds from the sale of available-for-sale securities were $0, $1,436, and $4,504, respectively. Realized gains and losses on the sale of available-for-sale securities were not material for the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020. Net unrealized holding losses for the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, were $1,745, $384, and $41, before tax, respectively.

During the fiscal year ended December 25, 2022, the unrealized losses in our U.S. corporate bond portfolio consist of losses on 93 diversified issuances with credit ratings from BBB to AAA. As of December 25, 2022, there are no individual bonds with unrealized losses exceeding $92, and 44 issuances have been in a loss position greater than 12 months with aggregate unrealized losses of $1,136.

The decline in fair value has resulted primarily from rising interest rates over the last 12 months and the Company does not believe there has been any significant decline in the creditworthiness of the issuers. The Company also does not believe it is likely that the bonds will be called early given the current interest rate environment, and it does not have current liquidity needs that would necessitate a sale of the investments prior to maturity. Therefore, the Company has not recorded an allowance for credit losses on the investment securities as of December 25, 2022.

Actual maturities may differ from contractual maturities because some borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Contractual maturities of investment securities as of December 25, 2022 are as follows:


	Amortized Cost		Fair Value
Due within one year	$	25,291	$	24,816
Due in 1-5 years		42,543		40,998
Total available-for-sale	$	67,834	$	65,814

The following tables present information about the Company's financial assets measured at fair value on a recurring basis for the periods presented:


	Fair Value Measurements as of December 25, 2022, Using:
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Corporate Bonds and U.S. Dollar Denominated Foreign Bonds	$	—	$	64,662	$	—	$	64,662
Money Market		6,740		—		—		6,740
U.S. Treasury		—		1,152		—		1,152
Total assets measured at fair value	$	6,740	$	65,814	$	—	$	72,554


	Fair Value Measurements as of December 26, 2021, Using:
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Corporate Bonds and U.S. Dollar Denominated Foreign Bonds	$	—	$	64,452	$	—	$	64,452
Commercial Paper		—		2,999		—		2,999
Money Market		20,101		—		—		20,101
U.S. Treasury		—		1,170		—		1,170
Total assets measured at fair value	$	20,101	$	68,621	$	—	$	88,722

During the fiscal years ended December 25, 2022 and December 26, 2021, there were no transfers between fair value measurement levels.

Revenue Recognition

12 Months Ended

Dec. 25, 2022

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:


	Fiscal Year Ended
	December 25, 2022		December 26, 2021		December 27, 2020
Net Revenue:
Egg and egg-related products	$	339,214	$	239,967	$	196,695
Butter and butter-related products		22,836		20,934		17,585
Net Revenue	$	362,050	$	260,901	$	214,280

Net revenue is primarily generated from the sale of eggs and butter. The Company's product offerings include shell eggs, hard-boiled eggs, liquid whole eggs, butter (including stick butter and spreadable tub butter) and ghee. The Company's previous convenient breakfast product line (including egg bites and egg-based breakfast bars) was discontinued in 2022.

The fiscal year ended December 27, 2020 includes revenue totaling $624 resulting from the reduction of a sales promotion incentive settled in Q2 2020 that related to a prior year’s gross sales.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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-Subparagraph (a)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Accounts Receivable

12 Months Ended

Dec. 25, 2022

Receivables [Abstract]

Accounts Receivable

5. Accounts Receivable

Accounts receivable, net was $40,227 and $26,938 as of December 25, 2022 and December 26, 2021, respectively.

As of December 25, 2022 and December 26, 2021, the Company recorded an allowance for doubtful accounts of $699 and $269, respectively. Changes in the allowance for doubtful accounts were as follows:


	Allowance for doubtful accounts
As of December 29, 2019	$	(304	)
Provisions Charged to Operating Results		(217	)
Account Write-off and Recoveries, net		325
As of December 27, 2020	$	(196	)
Provisions Charged to Operating Results		(184	)
Account Write-off and Recoveries, net		111
As of December 26, 2021	$	(269	)
Provisions Charged to Operating Results		(752	)
Account Write-off and Recoveries, net		322
As of December 25, 2022	$	(699	)

Inventories

12 Months Ended

Dec. 25, 2022

Inventory Disclosure [Abstract]

Inventories

6. Inventories

Inventory consisted of the following as of the periods presented:


	December 25, 2022			December 26, 2021
Eggs and egg-related products	$	13,675		$	5,850
Butter and butter-related products		5,718			2,359
Packaging		5,452			2,166
Pullets		981			267
Other		1,121			731
Reserve for inventory obsolescence		(98	)		(428	)
Inventories	$	26,849		$	10,945

On a periodic basis, the Company compares the amount of inventory on hand with its latest forecasted requirement to determine whether charges for excess or obsolete inventory reserves are required.

Property, Plant and Equipment

12 Months Ended

Dec. 25, 2022

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:


	December 25, 2022			December 26, 2021
Land	$	552		$	525
Land improvements		835			—
Buildings and improvements		29,667			14,214
Vehicles		894			695
Machinery and equipment		34,978			15,523
Leasehold improvements		919			830
Furniture and fixtures		685			503
Construction in progress		3,312			21,164
		71,842			53,454
Less: Accumulated depreciation and amortization		(12,687	)		(8,846	)
Property, plant and equipment, net	$	59,155		$	44,608

During the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, depreciation and amortization of property, plant and equipment was approximately $5,441, $3,540, and $2,550, respectively.

Leases

12 Months Ended

Dec. 25, 2022

Leases [Abstract]

Leases

8. Leases

The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under Topic 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset.

The Company leases office facilities, warehouses, office equipment and vehicles for delivery of products under lease agreements with initial terms approximating one to five years. 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 842, 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. The initial term of these supply agreements ranges from one to seven years. 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 cost of eggs, which includes costs associated with the eggs and the corresponding cost 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 and are also reported as part of the Company's variable lease cost. For the fiscal year ended December 25, 2022, these costs totaled $144 million.

The Company's office lease for our corporate headquarters facility in Austin, Texas includes an option to renew, generally at our sole discretion, with renewal terms that can extend the lease term up to five years. In addition, certain leases contain termination options, where the rights to terminate are held by the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. As of December 25, 2022, it is not reasonably certain that the Company will exercise the right to extend its office lease and therefore, the Company has not included the extended term in the calculation of its ROU assets or liabilities. The Company’s leases do not contain any material restrictive covenants or residual value guarantees.

Operating lease cost is recognized on a straight-line basis over the lease term and is classified within cost of goods sold and selling, general and administrative cost in the consolidated statement of operations for the fiscal year ended December 25, 2022.

Finance lease cost is recognized as amortization expense for ROU assets and interest expense associated with finance lease liabilities. Amortization expense associated with the Company's finance leases during the fiscal year ended December 25, 2022 was $439 and is recorded within cost of goods sold and selling, general and administrative costs in the consolidated statement of operations.

The components of lease cost consisted of the following for the periods presented:


	December 25, 2022		December 26, 2021
Operating lease cost	$	1,445	$	—
Finance lease cost - amortization of right-of-use assets		439		—
Finance lease cost - interest on lease liabilities		87		28
Short-term lease cost		67		—
Variable lease cost		2,967		—
Variable lease cost - long-term supply contracts		143,696		—
Total lease cost	$	148,701	$	28

Supplemental balance sheet information related to leases is as follows:


	As of December 25, 2022		As of December 26, 2021
Operating Leases
Operating lease right-of-use assets	$	1,895	$	—

Operating lease liabilities, current	$	1,208	$	—
Operating lease liabilities, non-current		892		—
Total operating lease liabilities	$	2,100	$	—
Finance Leases
Property, plant and equipment, net	$	8,659	$	876

Finance lease liabilities, current	$	1,570	$	327
Finance lease liabilities, non-current		7,023		—
Total finance lease liabilities	$	8,593	$	327


	As of December 25, 2022
	Operating Leases			Finance Leases
Weighted-average remaining lease term (years)		2.18			4.85
Weighted-average discount rate		3.32	%		6.34	%

Future undiscounted cash flows are as follows:


	As of December 25, 2022
	Operating Leases			Finance Leases
2023	$	1,254		$	2,059
2024		471			2,059
2025		338			2,059
2026		115			2,059
2027		—			1,711
Thereafter		—			—
Total lease payments		2,178			9,947
Less imputed interest		(78	)		(1,354	)
Total present value of lease liabilities	$	2,100		$	8,593

Supplemental cash flow information related to leases is as follows:

Cash paid for amounts included in measurement of lease liabilities:


	Fiscal Year Ended
	December 25, 2022		December 26, 2021
Operating cash outflows - payments on operating leases	$	1,477	$	—
Operating cash outflows - interest payments on finance leases	$	87	$	28
Financing cash outflows - principal payments on finance leases	$	554	$	471

Right-of-use assets obtained in exchange for new lease obligations:


	As of December 25, 2022		As of December 26, 2021
Operating leases	$	—	$	—
Finance leases		8,931		—

Accrued Liabilities

12 Months Ended

Dec. 25, 2022

Payables and Accruals [Abstract]

Accrued Liabilities

9. Accrued Liabilities

Accrued liabilities consisted of the following as of the periods presented:


	December 25, 2022		December 26, 2021
Accrued employee related costs	$	7,453	$	3,039
Accrued promotions and customer deductions		4,414		3,599
Accrued distribution fees and freight		2,351		3,875
Accrued marketing and broker commissions		1,598		769
Accrued purchases of inventory		1,349		1,197
Accrued professional fees		761		344
Accrued property, plant and equipment		153		1,258
Other		398		1,062
Accrued liabilities	$	18,477	$	15,143

Product Exit Costs

12 Months Ended

Dec. 25, 2022

Restructuring and Related Activities [Abstract]

Product Exit Costs

10. Product Exit Costs

During the fiscal year ended December 25, 2022, the Company made the determination to exit its convenient breakfast product category due to a shift in the Company's focus to product categories that are core to its operations. Charges incurred in connection with these product exits were substantially complete by December 25, 2022. Due to the relatively short term over which the charges will ultimately be settled, the Company believes the actual charges as shown below approximate fair value.

The following table summarizes the activity related to the exit of the Company's convenient breakfast products during the fiscal year ended December 25, 2022:


		For the Fiscal Year Ended December 25, 2022
Description	Statement of Operations Classification	Charges Incurred		Amounts Paid or Settled			Amounts Released as Unutilized			Ending Liability Balance
Contract terminations	Selling, general and administrative	$	1,126	$	(1,126	)	$	—		$	—
Inventory obsolescence	Cost of goods sold		749		(749	)		—			—
Customer allowances	Net revenue		146		(111	)		(35	)		—
Asset write-downs	Cost of goods sold		119		—			—			119
Co-manufacturer charges	Cost of goods sold		135		(135	)		—			—
Asset disposals	Selling, general and administrative		66		(66	)		—			—
Total		$	2,341	$	(2,187	)	$	(35	)	$	119

Long-Term Debt

12 Months Ended

Dec. 25, 2022

Debt Disclosure [Abstract]

Long-Term Debt

11. Long-Term Debt

In October 2017, the Company entered into a credit facility agreement with PNC Bank, National Association (the “Credit Facility”) that initially included a $4.7 million term a loan, a $10.0 million revolving line of credit and an equipment loan with a maximum borrowing capacity of $1.5 million.

Subsequently, the terms of the Credit Facility were modified at various times between fiscal 2018 and fiscal 2022. Such amendments (i) amended various definitions, (ii) waived a technical default in May 2020 which was triggered by exceeding the capital expenditure limit, (iii) increased borrowing capacity and (iv) extended the maturity date. The Ninth Amendment to the Credit Facility in April 2021 eliminated the term loan and equipment loan. The Tenth Amendment to the Credit Agreement in December 2022 modified certain covenants related to commodity hedging, consented to the dissolution of immaterial subsidiaries and implemented changes related to the discontinuation of LIBOR. The revolving line of credit matures in April 2024.

The maximum borrowing capacity under the Revolving Line of Credit is $20.0 million. Interest on borrowings under the revolving line of credit, as well as loan advances thereunder, accrues at a rate, at the Company’s election at the time of borrowing, equal to (i) the secured overnight financing rate as administered by the Federal Reserve Bank of New York plus 2.00% or (ii) 1.00% plus the alternate base rate, as defined in the Credit Facility. In April 2020, all then-outstanding amounts under the revolving line of credit were repaid and the interest rate applicable to borrowings under the revolving line of credit was 4.5%. As of December 25, 2022, there were no outstanding amounts under the revolving line of credit.

The Credit Facility is secured by all of the Company’s assets (other than real property and certain other property excluded pursuant to the terms of the Credit Facility) and requires the Company to maintain three financial covenants: a fixed charge coverage ratio, a leverage ratio and a minimum tangible net worth requirement. The Credit Facility also contains various covenants relating to limitations on indebtedness, acquisitions, mergers, consolidations and the sale of properties and liens. As a result of the limitations contained in the Credit Facility, certain of the net assets on the Company’s consolidated balance sheet as of December 25, 2022 are restricted in use. Vital Farms’ wholly owned subsidiaries are non-operating and do not hold any assets or liabilities; therefore, these subsidiaries have no restricted net assets within the meaning of Rule 4-08(e)(3) or Rule 12-04 of Regulation S-X. The Credit Facility also contains other customary covenants, representations and events of default. As of December 25, 2022, the Company was in compliance with all covenants under the Credit Facility.

Debt issuance costs associated with the Credit Facility are reflected as a reduction of the carrying value of long-term debt on the Company’s consolidated balance sheets and are being amortized to interest expense over the term of the Credit Facility using the effective interest method. During the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, the Company recognized interest expense of $0, $52, and $488, respectively, which includes amortization of debt issuance costs of $0, $0, and $68, respectively.

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, provides for loans to qualified businesses for amounts up to 2.5 times of the average monthly payroll expenses for the qualifying business. The Company elected to not use any of the PPP Loan proceeds of $2,593 and repaid the entire balance of the PPP Loan in April 2020.

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 25, 2022

Equity [Abstract]

Redeemable Convertible Preferred Stock

12. 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 25, 2022, the Company’s amended and restated certificate of incorporation authorized the Company to issue 10,000,000 shares, par value $0.0001 per share, of preferred stock, in one or more series and with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors (collectively, the “Preferred Stock”). As of December 25, 2022, there were no shares of Preferred Stock issued or outstanding.

Common Stock and Common Stock Warrant

12 Months Ended

Dec. 25, 2022

Equity [Abstract]

Common Stock and Common Stock Warrant

13. Common Stock and Common Stock Warrant

Common Stock: As of December 25, 2022, Vital Farms’ amended and restated certificate of incorporation authorized the Company to issue 310,000,000 shares of common stock, par value $0.0001 per share, of which 40,746,990 shares were issued and outstanding.

The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of Preferred Stock, if any. Each share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of the Company’s stockholders. Holders of the Company’s common stock are entitled to receive dividends as may be declared by the Company’s board of directors, if any, subject to the preferential dividend rights of Preferred Stock, if any. No cash dividends had been declared or paid during the periods presented.

As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following:


	December 25, 2022		December 26, 2021
Options to purchase common stock		4,634,205		4,927,033
Restricted stock units		505,504		107,867
Shares available for grant under the 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan		11,503,459		9,993,187
Total		16,643,168		15,028,087

Common Stock Warrant: In June 2015, the Company issued a warrant to the guarantor of a line of credit agreement that was entered into in 2015. During 2017 the line of credit matured and was repaid in full. The guarantor was also the Company’s Chief Executive Officer. The warrant provided for the purchase of a total of 196,800 shares of Vital Farms common stock at an exercise price of $1.43 per share. The warrant was scheduled to expire on the earlier of June 12, 2020 or the completion of the IPO. At the time of issuance, the Company classified the warrant as equity in its consolidated balance sheets. On June 9, 2020, the guarantor exercised the warrant to purchase 196,800 shares of Vital Farms’ common stock resulting in net proceeds of approximately $282.

Treasury Stock: In August 2021, the Company retired an aggregate of 5,494,918 shares of its common stock held in treasury. Upon retirement, the shares were redesignated as authorized but unissued shares of the Company’s common stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 25, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

14. Stock-Based Compensation

During the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, the Company recognized stock-based compensation expense of $6,040, $4,440, and $2,509, respectively. The related tax benefit from stock-based compensation during the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, was $970, $3,872, and $85, respectively. The Company measures compensation expense for all stock-based awards based on the estimated fair values on the date of the grant. Stock options generally vest ratably over three years from the date of grant and expire 10 years from the date of grant. Restricted stock awards generally vest ratably over three years from the date of grant and contain no other service or performance conditions. The Company's policy is to recognize stock-based compensation expense on a straight-line basis over the requisite service or vesting period. Forfeitures for stock options and restricted stock awards are recognized as they occur. The Company records stock-based compensation expense in selling, general and administrative expenses and cost of goods sold. During the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, $188, $133, and $0 of stock-based compensation expense was recognized in cost of goods sold, respectively.

Stock Option Activity

The following table summarizes the Company's stock option activity since December 26, 2021:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of December 26, 2021		4,927,033		$	9.25			$	48,222
Granted		159,270		$	12.47
Exercised		(180,835	)	$	3.14			$	1,827
Cancelled/Forfeited		(271,263	)	$	13.31			$	1,082
Outstanding as of December 25, 2022		4,634,205		$	9.35		5.6	$	38,522
Options exercisable as of December 25, 2022		3,117,209		$	6.64		4.7	$	31,626
Options vested and expected to vest as of December 25, 2022		4,633,974		$	9.35		5.6	$	38,520

We estimate the fair value of stock options on the date of grant using a Black-Scholes option-pricing valuation model, which uses the expected option term, stock price volatility, and the risk-free interest rate. The expected option term assumption reflects the period for which we believe the option will remain outstanding. We elected to use the simplified method to determine the expected option term, for all periods presented, which is the average of the option’s vesting and contractual term. Our computation of expected volatility is based on the historical volatility of selected comparable publicly traded companies over a period equal to the expected term of the option. The risk-free interest rate reflects the U.S. Treasury yield curve for a similar instrument with the same expected term in effect at the time of the grant.

The following table summarizes the valuation model assumptions, fair values and intrinsic values of stock options during the fiscal years indicated:


	December 25, 2022		December 26, 2021		December 27, 2020
Expected term (in years)	6.0		6.0 - 6.5		5.2 - 6.5
Expected stock price volatility	27.6% - 28.6%		28.5% - 29.4%		29.1% - 42.9%
Risk-free interest rate	1.64% - 4.16%		0.57% - 1.36%		0.34% - 0.49%
Expected dividend yield	0%		0%		0%
Weighted average fair value at grant date	$	3.97	$	7.31	$	6.83
Fair value of stock options vested	$	3,245	$	2,694	$	3,320
Intrinsic value of stock options exercised	$	1,827	$	20,343	$	1,022
Proceeds from stock options exercised	$	568	$	2,776	$	221

As of December 25, 2022, total unrecognized stock-based compensation expense related to unvested stock options was $5,507, which is expected to be recognized over a weighted-average period of 1.93 years.

Restricted Stock Unit Activity

The following table summarizes the restricted stock units ("RSU") activity since December 26, 2021:


	Number of RSUs			Weighted- Average Grant Date Fair Value
Unvested as of December 26, 2021		107,867		$	27.53
Granted		515,191		$	12.28
Vested		(56,922	)	$	27.17
Forfeited		(60,632	)	$	14.57
Unvested as of December 25, 2022		505,504		$	13.58

As of December 25, 2022, total unrecognized stock-based compensation expense related to the Company's unvested RSU activity was $4,732, which is expected to be recognized over a weighted-average period of 1.97 years.

The fair value of RSU shares vested during the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020 was $1,549, $564, and $118, respectively.

2020 Equity Incentive Plan: In July 2020, the Company’s board of directors adopted the Vital Farms, Inc. 2020 Equity Incentive Plan (“2020 Incentive Plan”), which was subsequently approved by the Company’s stockholders and became effective on July 30, 2020. Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2020 Incentive Plan was 8,595,871 shares. The 2020 Incentive Plan provides that the number of shares reserved and available for issuance under the 2020 Incentive Plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to 4% of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s board of directors. As of December 25, 2022, 9,824,414 shares were available for future grants of the Company's common stock, which excludes 1,629,884 shares of common stock that were automatically added to the available reserve on January 1, 2023.

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 certain eligible employees or, as designated by the board of directors, employees of a related company. The 2020 ESPP provides that the number of shares reserved and available for issuance under the 2020 ESPP will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to the lesser of (i) 1% of the outstanding number of shares of common stock on the immediately preceding December 31 and (ii) 900,000, or such lesser number of shares as determined by the Vital Farms board of directors. As of December 25, 2022, 1,679,045 shares of the Company's common stock were available for future issuance, which excludes 407,471 shares of common stock that were automatically added to the available reserve on January 1, 2023. In November 2021, the Company's board of directors authorized an offering period commencing on March 1, 2022 and ending on May 15, 2022. The Company's board of directors has authorized subsequent additional six-month offering periods, with the most recent beginning on November 16, 2022.

Income Taxes

12 Months Ended

Dec. 25, 2022

Income Tax Disclosure [Abstract]

Income Taxes

15. Income Taxes

For the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, the provision for income taxes consisted of the following:


	December 25, 2022			December 26, 2021			December 27, 2020
Current:
Federal	$	384		$	225		$	587
State		539			282			412
Deferred:
Federal		803			(2,164	)		1,677
State		(125	)		(371	)		94
Provision (benefit) for income taxes	$	1,601		$	(2,028	)	$	2,770

The Company’s income before income taxes is entirely derived from domestic sources for all periods presented. The reconciliation of the federal statutory income tax provision to the Company’s effective income tax provision is as follows:


	December 25, 2022			December 26, 2021			December 27, 2020
Provision at statutory rate of 21%	$	594		$	74		$	2,446
State income taxes		51			(416	)		300
Stock-based compensation		225			(2,846	)		373
Non-deductible costs		279			12			211
Charitable deduction		(87	)		(88	)		(206	)
Change in deferred tax asset valuation allowance		(53	)		774			(138	)
Revisions to prior year		212			—			—
Changes in uncertain tax positions		347			—			—
Other, net		33			462			(216	)
Provision (benefit) for income taxes	$	1,601		$	(2,028	)	$	2,770

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred income tax assets and liabilities at December 25, 2022 and December 26, 2021 were comprised of the following:


	December 25, 2022			December 26, 2021
Deferred tax assets:
Accrued expenses	$	2,594		$	1,383
Allowances and other reserves		171			212
Inventory		963			387
Net operating loss carryforwards		1,503			2,220
Charitable contributions		230			774
Stock-based compensation		1,046			460
Lease liability		2,624			—
Other		581			90
Total deferred tax assets		9,712			5,526
Less: Valuation allowance		—			(774	)
Net deferred tax assets	$	9,712		$	4,752
Deferred tax liabilities:
Prepaid expenses	$	590		$	784
Property and equipment		6,273			3,610
Operating and finance lease right of use assets		2,589			—
Intangibles		430			279
Total deferred tax liabilities	$	9,882		$	4,673
Net deferred tax assets (liabilities)	$	(170	)	$	79

A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A full review of all positive and negative evidence needs to be considered, including the Company’s current and past performance, the market environments in which the Company operates, the utilization of past tax credits, the length of carry back and carry forward periods and tax planning strategies that might be implemented. Management considered the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. The net change in the total valuation allowance for the fiscal year ended December 25, 2022 was a decrease of $774.

The activity in the Company’s deferred tax asset valuation allowance for the fiscal years ended December 25, 2022 and December 26, 2021 was as follows:


	December 25, 2022			December 26, 2021
Valuation allowance as of beginning of year	$	774		$	—
Increases recorded to income tax provision		—			774
Decreases recorded as benefit to income tax provision		(774	)		—
Valuation allowance as of end of year	$	—		$	774

As of December 25, 2022, the Company had unrecognized tax benefits, which represent the aggregate tax effect of the differences between tax return positions and the benefits recognized in the Company’s financial statements. At December 25, 2022, all of the unrecognized tax benefits, if recognized, would affect the Company’s annual effective tax rate. The unrecognized tax benefits are long-term in nature and we do not anticipate the balance of the unrecognized tax benefits to change in the next 12 months.

The following table reflects changes in gross unrecognized tax benefits:


	December 25, 2022			December 26, 2021
Gross tax contingencies as of beginning of year	$	219		$	219
Increase in gross tax contingencies		320			—
Decrease in gross tax contingencies		(28	)		—
Gross tax contingencies as of end of year	$	511		$	219

As of December 25, 2022, the Company had federal net operating loss carryforwards of $6.7 million which can be carried forward indefinitely. The Company also had state net operating loss carryforwards of $0.4 million which begin to expire in 2022.

The Company files a U.S. federal income tax return, as well as income tax returns in various states. Tax years 2018 and forward remain open to examination by the tax jurisdictions to which the Company is subject, with certain state taxing jurisdictions being open back to 2017.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Net Income Per Share

12 Months Ended

Dec. 25, 2022

Earnings Per Share [Abstract]

Net Income Per Share

16. Net Income Per Share

Basic and diluted net income per share attributable to the Company’s common stockholders were calculated as follows:


	Fiscal Year Ended
	December 25, 2022			December 26, 2021			December 27, 2020
Numerator:
Net income	$	1,230		$	2,382		$	8,884
Less: Net (loss) income attributable to noncontrolling interests		(21	)		(47	)		84
Net income attributable to Vital Farms, Inc. stockholders’ — basic and diluted	$	1,251		$	2,429		$	8,800
Denominator:
Weighted average common shares outstanding — basic		40,648,592			40,027,278			28,667,264
Weighted average effect of potentially dilutive securities:
Effect of potentially dilutive stock options		2,745,161			3,290,615			4,142,947
Effect of potentially dilutive common stock warrants		—			—			82,993
Effect of potentially dilutive restricted stock units		64,455			3,840			21,449
Effect of potentially dilutive common stock issuable pursuant to the ESPP		11,378			—			—
Weighted average common shares outstanding — diluted		43,469,586			43,321,733			32,914,653
Net income per share attributable to Vital Farms, Inc. stockholders
Basic	$	0.03		$	0.06		$	0.31
Diluted	$	0.03		$	0.06		$	0.27

The company excluded the following shares of common stock, outstanding at each period end, from the computation of diluted net income per share attributable to Vital Farms, Inc. common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Fiscal Year Ended
	December 25, 2022		December 26, 2021		December 27, 2020
Options to purchase common stock		27,954		4,817		826,883
Unvested restricted stock		45,386		18,927		—
		73,340		23,744		826,883

Commitments and Contingencies

12 Months Ended

Dec. 25, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

17. Commitments and Contingencies

Supplier Contracts: The Company purchases its egg inventories under long-term supply contracts with farms. Purchase commitments contained in these arrangements are variable dependent upon the quantity of eggs produced by the farms. Accordingly, there are no estimable future purchase commitments associated with these supplier contracts and there are no minimum payments associated with these long-term supply contracts. The Company records the total cost of eggs into inventory and they are expensed to cost of goods sold when the associated eggs are sold to customers and are also reported as part of our variable lease cost.

Indemnification Agreements: In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. As of December 25, 2022, 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.

Related Party Transactions

12 Months Ended

Dec. 25, 2022

Related Party Transactions

18. Related Party Transactions

Guarantor Warrant: The Company’s executive chairperson 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 13, “Common Stock and Common Stock Warrant.” The warrant expired on the earlier of June 12, 2020 or the completion of the IPO. 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.

Ovabrite: Ovabrite, Inc., a Delaware corporation (“Ovabrite”), has been deemed a related party because its founders were stockholders of the Company, with the majority stockholder in Ovabrite also serving as the Company’s executive chairperson and member of the Company’s board of directors. Since Ovabrite’s incorporation in November 2016, the Company has been deemed to have had a variable interest in Ovabrite, and Ovabrite has been deemed to have been a VIE, of which the Company has been the primary beneficiary. Accordingly, the Company has consolidated the results of Ovabrite since November 2016. All significant intercompany transactions between the Company and Ovabrite have been eliminated in consolidation. The results of operations of the Ovabrite entity were immaterial for the fiscal year ended December 25, 2022.

Effective August 30, 2022, Ovabrite’s board of directors and the holders of the majority of its outstanding capital stock consented to dissolving the entity, and a Certificate of Dissolution was filed with the Delaware Secretary of State. As of December 25, 2022, Ovabrite was in the process of winding up its business activities and liquidating its remaining assets. The derecognition of the Company's investment in Ovabrite resulted in a loss of $122, included in other income (expense), net in the Company's condensed consolidated statements of operations and a related-party receivable of $552, included in prepaid expenses and other current assets in the Company's consolidated balance sheets for and as of the fiscal year ended December 25, 2022.

Notes Receivable from Related Parties: In February 2019, the Company issued promissory notes in the aggregate amount of $4,000 to its founder and a former member of the board of directors that is currently a board observer, both of whom are also stockholders of the Company. The promissory notes bore monthly interest at LIBOR plus 2.0% and were to mature on the earlier of August 7, 2022 or the date of closing of a liquidity transaction which is defined as a merger, consolidation or sale of the Company’s assets or such time as the notes would be prohibited by the Sarbanes-Oxley Act (“Promissory Note Maturity Date”). All unpaid principal and accrued and unpaid interest was due on the Promissory Note Maturity Date. The borrower has the ability to prepay all or any portion of the promissory note at any time without premium or penalty. In November 2019, $3,200 of the promissory notes were repaid.

In August 2020, the remaining $800 of the promissory notes were repaid. During the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, the Company recorded interest income of $0, $0, and $97, respectively, in connection with the promissory notes.

Sandpebble Builders Preconstruction, Inc.: The Company utilizes Sandpebble Builders Preconstruction, Inc. and Sandpebble South, Inc. (collectively “Sandpebble”) for project management and related services associated with the construction and expansion of our egg processing facilities, including site selection, project management and related services for our potential future egg packing facility. 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 $962, $1,037, and $842 during the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, respectively. Amounts paid to Sandpebble are included in property, plant and equipment, net, selling, general and administrative costs, accounts payable and accrued liabilities in the audited condensed consolidated balance sheets.

Whole Foods Market, Inc: A member of the Company’s board of directors was, until February 2022, an executive vice president and senior advisor at Whole Foods. The Company serves the majority of its natural channel retail customers through food distributors, such as US Foods Inc. and United Natural Foods, Inc., who purchase, store, sell and deliver products to Whole Foods. While the Company cannot precisely determine its specific revenue attributable to Whole Foods, it is a significant customer.

401(k) Savings Plan

12 Months Ended

Dec. 25, 2022

Retirement Benefits [Abstract]

401(K) Savings Plan

19. 401(k) Savings Plan

The Company established a defined contribution savings plan in 2017 under Section 401(k) of the Internal Revenue Code of 1986, as amended. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the Company’s board of directors. During the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, the Company made contributions totaling $861, $651, and $401 respectively, to the plan.

Subsequent Events

12 Months Ended

Dec. 25, 2022

Subsequent Events [Abstract]

Subsequent Events

20. Subsequent Events

On February 4, 2023, the Company’s board of directors appointed Thilo Wrede as Chief Financial Officer and principal financial officer of the Company, effective on or about March 15, 2023 (the “Transition Date”). Mr. Wrede will replace Bo Meissner, who will step down from his role as Chief Financial Officer and principal financial officer, effective as of the Transition Date. As of the Transition Date, Mr. Meissner will no longer be an officer, executive or agent of the Company but will remain with the Company through April 30, 2023 to ensure a smooth leadership transition, before transitioning to a non-employee advisory role through July 31, 2023.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 25, 2022

Accounting Policies [Abstract]

Use of Estimates

Concentrations of Credit Risk and Significant Customers


	Net Revenue Year Ended December 25, 2022	Net Revenue Year Ended December 26, 2021	Net Revenue Year Ended December 27, 2020	Accounts Receivable, Net as of December 25, 2022	Accounts Receivable, Net as of December 26, 2021
Customer A	26%	18%	15%	23%	19%
Customer B	*	14%	18%	*	*
Customer C	*	10%	12%	*	*
Customer D	11%	12%	13%	12%	13%
Customer E	*	*	*	13%	12%

* Revenue and/or accounts receivable was less than 10%.

Cash and Cash Equivalents

Investment Securities

Variable Interest Entity

Segment Information

Fair Value of Financial Instruments

•

Level 1 - Quoted prices in active markets for identical assets or liabilities.

•

Accounts Receivable

Inventories

Property, Plant and Equipment



		Estimated Useful Life
Land		N/A
Land improvements		15 to 20 years
Buildings and improvements		15 to 39 years
Vehicles		5 years
Machinery and equipment		2 to 7 years
Furniture and fixtures		5 years
Leasehold improvements		Lesser of lease term or 5 years

Goodwill

Impairment of Long-Lived Assets

Contingent Consideration

Noncontrolling Interest

Income Taxes

Net Income (Loss) per Share Attributable to Vital Farms, Inc. Common Stockholders

Revenue Recognition

Treasury Stock

Shipping and Distribution

Stock-Based Compensation

Advertising and Promotion Expenses

Emerging Growth Company Status

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 25, 2022

Accounting Policies [Abstract]

Summary of Significant Customers Information

Significant customer information is presented below as follows:


	Net Revenue Year Ended December 25, 2022	Net Revenue Year Ended December 26, 2021	Net Revenue Year Ended December 27, 2020	Accounts Receivable, Net as of December 25, 2022	Accounts Receivable, Net as of December 26, 2021
Customer A	26%	18%	15%	23%	19%
Customer B	*	14%	18%	*	*
Customer C	*	10%	12%	*	*
Customer D	11%	12%	13%	12%	13%
Customer E	*	*	*	13%	12%

* Revenue and/or accounts receivable was less than 10%.

Schedule of Useful Lives of Property Plant and Equipment

The general range of useful lives of other property, plant and equipment is as follows:



		Estimated Useful Life
Land		N/A
Land improvements		15 to 20 years
Buildings and improvements		15 to 39 years
Vehicles		5 years
Machinery and equipment		2 to 7 years
Furniture and fixtures		5 years
Leasehold improvements		Lesser of lease term or 5 years

Investment Securities (Tables)

12 Months Ended

Dec. 25, 2022

Investments, Debt and Equity Securities [Abstract]

Summary of Available-for-sale Investment Securities

The following table summarizes the Company’s available-for-sale investment securities as of December 25, 2022:


	Amortized Cost		Unrealized Losses			Fair Value
U.S. Corporate Bonds and U.S. Dollar Denominated Foreign Bonds	$	66,658	$	(1,996	)	$	64,662
U.S. Treasury		1,176		(24	)		1,152
Total	$	67,834	$	(2,020	)	$	65,814

The following table summarizes the Company’s available-for-sale investment securities as of December 26, 2021:


	Amortized Cost		Unrealized Losses			Fair Value
U.S. Corporate Bonds and U.S. Dollar Denominated Foreign Bonds	$	64,816	$	(364	)	$	64,452
Commercial Paper		2,999		—			2,999
U.S. Treasury		1,177		(7	)		1,170
Total	$	68,992	$	(371	)	$	68,621

Summary of Contractual Maturities of Investment Securities

Contractual maturities of investment securities as of December 25, 2022 are as follows:


	Amortized Cost		Fair Value
Due within one year	$	25,291	$	24,816
Due in 1-5 years		42,543		40,998
Total available-for-sale	$	67,834	$	65,814

Schedule of Financial Assets Measured at Fair Value

The following tables present information about the Company's financial assets measured at fair value on a recurring basis for the periods presented:


	Fair Value Measurements as of December 25, 2022, Using:
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Corporate Bonds and U.S. Dollar Denominated Foreign Bonds	$	—	$	64,662	$	—	$	64,662
Money Market		6,740		—		—		6,740
U.S. Treasury		—		1,152		—		1,152
Total assets measured at fair value	$	6,740	$	65,814	$	—	$	72,554


	Fair Value Measurements as of December 26, 2021, Using:
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Corporate Bonds and U.S. Dollar Denominated Foreign Bonds	$	—	$	64,452	$	—	$	64,452
Commercial Paper		—		2,999		—		2,999
Money Market		20,101		—		—		20,101
U.S. Treasury		—		1,170		—		1,170
Total assets measured at fair value	$	20,101	$	68,621	$	—	$	88,722

Revenue Recognition (Tables)

12 Months Ended

Dec. 25, 2022

Revenue from Contract with Customer [Abstract]

Summary of Net Revenue by Primary Product

The following table summarizes the Company’s net revenue by primary product for the periods presented:


	Fiscal Year Ended
	December 25, 2022		December 26, 2021		December 27, 2020
Net Revenue:
Egg and egg-related products	$	339,214	$	239,967	$	196,695
Butter and butter-related products		22,836		20,934		17,585
Net Revenue	$	362,050	$	260,901	$	214,280

Accounts Receivable (Tables)

12 Months Ended

Dec. 25, 2022

Receivables [Abstract]

Schedule of Changes in Allowance for Doubtful Accounts Receivable

Changes in the allowance for doubtful accounts were as follows:


	Allowance for doubtful accounts
As of December 29, 2019	$	(304	)
Provisions Charged to Operating Results		(217	)
Account Write-off and Recoveries, net		325
As of December 27, 2020	$	(196	)
Provisions Charged to Operating Results		(184	)
Account Write-off and Recoveries, net		111
As of December 26, 2021	$	(269	)
Provisions Charged to Operating Results		(752	)
Account Write-off and Recoveries, net		322
As of December 25, 2022	$	(699	)

Inventories (Tables)

12 Months Ended

Dec. 25, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following as of the periods presented:


	December 25, 2022			December 26, 2021
Eggs and egg-related products	$	13,675		$	5,850
Butter and butter-related products		5,718			2,359
Packaging		5,452			2,166
Pullets		981			267
Other		1,121			731
Reserve for inventory obsolescence		(98	)		(428	)
Inventories	$	26,849		$	10,945

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 25, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment consisted of the following as of the periods presented:


	December 25, 2022			December 26, 2021
Land	$	552		$	525
Land improvements		835			—
Buildings and improvements		29,667			14,214
Vehicles		894			695
Machinery and equipment		34,978			15,523
Leasehold improvements		919			830
Furniture and fixtures		685			503
Construction in progress		3,312			21,164
		71,842			53,454
Less: Accumulated depreciation and amortization		(12,687	)		(8,846	)
Property, plant and equipment, net	$	59,155		$	44,608

Leases (Tables)

12 Months Ended

Dec. 25, 2022

Leases [Abstract]

Schedule of Components of Lease Cost

The components of lease cost consisted of the following for the periods presented:


	December 25, 2022		December 26, 2021
Operating lease cost	$	1,445	$	—
Finance lease cost - amortization of right-of-use assets		439		—
Finance lease cost - interest on lease liabilities		87		28
Short-term lease cost		67		—
Variable lease cost		2,967		—
Variable lease cost - long-term supply contracts		143,696		—
Total lease cost	$	148,701	$	28

Summary of Cash Flow Information related to Leases

Supplemental cash flow information related to leases is as follows:

Cash paid for amounts included in measurement of lease liabilities:


	Fiscal Year Ended
	December 25, 2022		December 26, 2021
Operating cash outflows - payments on operating leases	$	1,477	$	—
Operating cash outflows - interest payments on finance leases	$	87	$	28
Financing cash outflows - principal payments on finance leases	$	554	$	471

Right-of-use assets obtained in exchange for new lease obligations:


	As of December 25, 2022		As of December 26, 2021
Operating leases	$	—	$	—
Finance leases		8,931		—

Summary of Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases is as follows:


	As of December 25, 2022		As of December 26, 2021
Operating Leases
Operating lease right-of-use assets	$	1,895	$	—

Operating lease liabilities, current	$	1,208	$	—
Operating lease liabilities, non-current		892		—
Total operating lease liabilities	$	2,100	$	—
Finance Leases
Property, plant and equipment, net	$	8,659	$	876

Finance lease liabilities, current	$	1,570	$	327
Finance lease liabilities, non-current		7,023		—
Total finance lease liabilities	$	8,593	$	327


	As of December 25, 2022
	Operating Leases			Finance Leases
Weighted-average remaining lease term (years)		2.18			4.85
Weighted-average discount rate		3.32	%		6.34	%

Summary of Operating and Finance Leases Future Undiscounted Cash Flows

Future undiscounted cash flows are as follows:


	As of December 25, 2022
	Operating Leases			Finance Leases
2023	$	1,254		$	2,059
2024		471			2,059
2025		338			2,059
2026		115			2,059
2027		—			1,711
Thereafter		—			—
Total lease payments		2,178			9,947
Less imputed interest		(78	)		(1,354	)
Total present value of lease liabilities	$	2,100		$	8,593

Accrued Liabilities (Tables)

12 Months Ended

Dec. 25, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following as of the periods presented:


	December 25, 2022		December 26, 2021
Accrued employee related costs	$	7,453	$	3,039
Accrued promotions and customer deductions		4,414		3,599
Accrued distribution fees and freight		2,351		3,875
Accrued marketing and broker commissions		1,598		769
Accrued purchases of inventory		1,349		1,197
Accrued professional fees		761		344
Accrued property, plant and equipment		153		1,258
Other		398		1,062
Accrued liabilities	$	18,477	$	15,143

Product Exit Costs (Tables)

12 Months Ended

Dec. 25, 2022

Restructuring and Related Activities [Abstract]

Summary of Activity Related to Exit of Breakfast Products

The following table summarizes the activity related to the exit of the Company's convenient breakfast products during the fiscal year ended December 25, 2022:


		For the Fiscal Year Ended December 25, 2022
Description	Statement of Operations Classification	Charges Incurred		Amounts Paid or Settled			Amounts Released as Unutilized			Ending Liability Balance
Contract terminations	Selling, general and administrative	$	1,126	$	(1,126	)	$	—		$	—
Inventory obsolescence	Cost of goods sold		749		(749	)		—			—
Customer allowances	Net revenue		146		(111	)		(35	)		—
Asset write-downs	Cost of goods sold		119		—			—			119
Co-manufacturer charges	Cost of goods sold		135		(135	)		—			—
Asset disposals	Selling, general and administrative		66		(66	)		—			—
Total		$	2,341	$	(2,187	)	$	(35	)	$	119

Common Stock and Common Stock Warrant (Tables)

12 Months Ended

Dec. 25, 2022

Equity [Abstract]

Schedule of Reserved Shares of Common Stock for Issuance

As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following:


	December 25, 2022		December 26, 2021
Options to purchase common stock		4,634,205		4,927,033
Restricted stock units		505,504		107,867
Shares available for grant under the 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan		11,503,459		9,993,187
Total		16,643,168		15,028,087

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 25, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

The following table summarizes the Company's stock option activity since December 26, 2021:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of December 26, 2021		4,927,033		$	9.25			$	48,222
Granted		159,270		$	12.47
Exercised		(180,835	)	$	3.14			$	1,827
Cancelled/Forfeited		(271,263	)	$	13.31			$	1,082
Outstanding as of December 25, 2022		4,634,205		$	9.35		5.6	$	38,522
Options exercisable as of December 25, 2022		3,117,209		$	6.64		4.7	$	31,626
Options vested and expected to vest as of December 25, 2022		4,633,974		$	9.35		5.6	$	38,520

Summary of Assumptions, Fair Values and Intrinsic Values of Stock Options

The following table summarizes the valuation model assumptions, fair values and intrinsic values of stock options during the fiscal years indicated:


	December 25, 2022		December 26, 2021		December 27, 2020
Expected term (in years)	6.0		6.0 - 6.5		5.2 - 6.5
Expected stock price volatility	27.6% - 28.6%		28.5% - 29.4%		29.1% - 42.9%
Risk-free interest rate	1.64% - 4.16%		0.57% - 1.36%		0.34% - 0.49%
Expected dividend yield	0%		0%		0%
Weighted average fair value at grant date	$	3.97	$	7.31	$	6.83
Fair value of stock options vested	$	3,245	$	2,694	$	3,320
Intrinsic value of stock options exercised	$	1,827	$	20,343	$	1,022
Proceeds from stock options exercised	$	568	$	2,776	$	221

Summary of Restricted Stock Unit Activity

The following table summarizes the restricted stock units ("RSU") activity since December 26, 2021:


	Number of RSUs			Weighted- Average Grant Date Fair Value
Unvested as of December 26, 2021		107,867		$	27.53
Granted		515,191		$	12.28
Vested		(56,922	)	$	27.17
Forfeited		(60,632	)	$	14.57
Unvested as of December 25, 2022		505,504		$	13.58

The fair value of RSU shares vested during the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020 was $1,549, $564, and $118, respectively.

Income Taxes (Tables)

12 Months Ended

Dec. 25, 2022

Income Tax Disclosure [Abstract]

Provision for Income Taxes

For the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, the provision for income taxes consisted of the following:


	December 25, 2022			December 26, 2021			December 27, 2020
Current:
Federal	$	384		$	225		$	587
State		539			282			412
Deferred:
Federal		803			(2,164	)		1,677
State		(125	)		(371	)		94
Provision (benefit) for income taxes	$	1,601		$	(2,028	)	$	2,770

Reconciliation of Federal Statutory Income Tax Provision


	December 25, 2022			December 26, 2021			December 27, 2020
Provision at statutory rate of 21%	$	594		$	74		$	2,446
State income taxes		51			(416	)		300
Stock-based compensation		225			(2,846	)		373
Non-deductible costs		279			12			211
Charitable deduction		(87	)		(88	)		(206	)
Change in deferred tax asset valuation allowance		(53	)		774			(138	)
Revisions to prior year		212			—			—
Changes in uncertain tax positions		347			—			—
Other, net		33			462			(216	)
Provision (benefit) for income taxes	$	1,601		$	(2,028	)	$	2,770

Schedule of Deferred Income Tax Assets and Liabilities


	December 25, 2022			December 26, 2021
Deferred tax assets:
Accrued expenses	$	2,594		$	1,383
Allowances and other reserves		171			212
Inventory		963			387
Net operating loss carryforwards		1,503			2,220
Charitable contributions		230			774
Stock-based compensation		1,046			460
Lease liability		2,624			—
Other		581			90
Total deferred tax assets		9,712			5,526
Less: Valuation allowance		—			(774	)
Net deferred tax assets	$	9,712		$	4,752
Deferred tax liabilities:
Prepaid expenses	$	590		$	784
Property and equipment		6,273			3,610
Operating and finance lease right of use assets		2,589			—
Intangibles		430			279
Total deferred tax liabilities	$	9,882		$	4,673
Net deferred tax assets (liabilities)	$	(170	)	$	79

Schedule of Deferred Tax Asset Valuation Allowance

The activity in the Company’s deferred tax asset valuation allowance for the fiscal years ended December 25, 2022 and December 26, 2021 was as follows:


	December 25, 2022			December 26, 2021
Valuation allowance as of beginning of year	$	774		$	—
Increases recorded to income tax provision		—			774
Decreases recorded as benefit to income tax provision		(774	)		—
Valuation allowance as of end of year	$	—		$	774

Unrecognized Tax Benefits

The following table reflects changes in gross unrecognized tax benefits:


	December 25, 2022			December 26, 2021
Gross tax contingencies as of beginning of year	$	219		$	219
Increase in gross tax contingencies		320			—
Decrease in gross tax contingencies		(28	)		—
Gross tax contingencies as of end of year	$	511		$	219

Net Income Per Share (Tables)

12 Months Ended

Dec. 25, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income Per Share

Basic and diluted net income per share attributable to the Company’s common stockholders were calculated as follows:


	Fiscal Year Ended
	December 25, 2022			December 26, 2021			December 27, 2020
Numerator:
Net income	$	1,230		$	2,382		$	8,884
Less: Net (loss) income attributable to noncontrolling interests		(21	)		(47	)		84
Net income attributable to Vital Farms, Inc. stockholders’ — basic and diluted	$	1,251		$	2,429		$	8,800
Denominator:
Weighted average common shares outstanding — basic		40,648,592			40,027,278			28,667,264
Weighted average effect of potentially dilutive securities:
Effect of potentially dilutive stock options		2,745,161			3,290,615			4,142,947
Effect of potentially dilutive common stock warrants		—			—			82,993
Effect of potentially dilutive restricted stock units		64,455			3,840			21,449
Effect of potentially dilutive common stock issuable pursuant to the ESPP		11,378			—			—
Weighted average common shares outstanding — diluted		43,469,586			43,321,733			32,914,653
Net income per share attributable to Vital Farms, Inc. stockholders
Basic	$	0.03		$	0.06		$	0.31
Diluted	$	0.03		$	0.06		$	0.27

Schedule of Commom Shares Excluded from Computation of Diluted Earnings Per Share


	Fiscal Year Ended
	December 25, 2022		December 26, 2021		December 27, 2020
Options to purchase common stock		27,954		4,817		826,883
Unvested restricted stock		45,386		18,927		—
		73,340		23,744		826,883

Nature of the Business and Basis of Presentation - Additional Information (Details)		1 Months Ended		12 Months Ended
	Jul. 22, 2020	Nov. 30, 2020 USD ($) shares	Aug. 31, 2020 USD ($) $ / shares shares	Dec. 25, 2022 shares	Dec. 26, 2021 shares
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Date of incorporation				Jun. 06, 2013
Forward stock split				2.46-for-1
Forward stock split conversion ratio	2.46
Common stock, shares issued				40,746,990	40,493,969
Preferred stock, shares outstanding			0	0
IPO
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued			10,699,573
Share price \| $ / shares			$ 22.00
Common stock, shares issued			5,040,323
Additional common stock shares issued			5,659,250
Gross proceeds from sale of common stock \| $			$ 110,887,000
Shares issued upon conversion of preferred stock			8,192,876
Preferred stock, shares outstanding			0
IPO \| Maximum
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Additional common stock shares issued			1,395,596
Secondary Public Offering
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued		5,000,000
Gross proceeds from sale of common stock \| $		$ 0
Stock issuance cost \| $		$ 500,000

Summary of Significant Accounting Policies - Summary of Significant Customers Information (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Net Revenue \| Customer A
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage	26.00%	18.00%	15.00%
Net Revenue \| Customer B
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage		14.00%	18.00%
Net Revenue \| Customer C
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage		10.00%	12.00%
Net Revenue \| Customer D
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage	11.00%	12.00%	13.00%
Accounts Receivable \| Customer A
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage	23.00%	19.00%
Accounts Receivable \| Customer D
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage	12.00%	13.00%
Accounts Receivable \| Customer E
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage	13.00%	12.00%

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 25, 2022 USD ($) Segment	Dec. 26, 2021 USD ($)	Dec. 27, 2020 USD ($)	Jun. 26, 2022 USD ($)	Dec. 27, 2021 USD ($)	Dec. 29, 2019 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of reportable segment \| Segment	1
Number of operating segment \| Segment	1
Allowance for doubtful accounts	$ 699,000	$ 269,000	$ 196,000			$ 304,000
Impairment of long-lived assets	0	0	0
Contingent liability				$ 0
Accrued interest or penalties on uncertain tax position	85,000	0
Shipping and distribution costs	30,104,000	24,979,000	14,904,000
Cost of goods sold	252,606,000	178,002,000	139,752,000
Marketing and advertising expense	13,301,000	11,469,000	9,815,000
Right-of-use asset	1,895,000	0
Lease liability	2,100,000
ASU 2016-02
Summary Of Significant Accounting Policies [Line Items]
Right-of-use asset					$ 4,100,000
Lease liability					$ 3,800,000
Freight
Summary Of Significant Accounting Policies [Line Items]
Cost of goods sold	$ 9,610,000	$ 7,623,000	$ 5,126,000

Summary of Significant Accounting Policies - Schedule of Useful Lives of Property Plant and Equipment (Details)	12 Months Ended
	Dec. 25, 2022
Land
Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment, estimated useful life	N/A
Land improvements \| Minimum
Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment, estimated useful life	15 years
Land improvements \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment, estimated useful life	20 years
Buildings and Improvements \| Minimum
Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment, estimated useful life	15 years
Buildings and Improvements \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment, estimated useful life	39 years
Vehicles
Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment, estimated useful life	5 years
Machinery and Equipment \| Minimum
Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment, estimated useful life	2 years
Machinery and Equipment \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment, estimated useful life	7 years
Furniture and Fixtures
Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment, estimated useful life	5 years
Leasehold Improvements
Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment, estimated useful life	Lesser of lease term or 5 years

Fair Value - Summary of Financial Liabilities Measured at Fair Value on a Recurring Basis (Details)	Jun. 26, 2022 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Total liabilities measured at fair value	$ 0

Investment Securities - Summary of Available-for-sale Investment Securities (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	$ 67,834	$ 68,992
Unrealized Losses	(2,020)	(371)
Fair Value	65,814	68,621
US Corporate Bonds and US Denominated Foreign Bonds
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	66,658	64,816
Unrealized Losses	(1,996)	(364)
Fair Value	64,662	64,452
Commercial Paper
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost		2,999
Unrealized Losses		0
Fair Value		2,999
US Treasury Securities
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	1,176	1,177
Unrealized Losses	(24)	(7)
Fair Value	$ 1,152	$ 1,170

Investment Securities - Additional Information (Details)	12 Months Ended
	Dec. 25, 2022 USD ($) Security Position	Dec. 26, 2021 USD ($)	Dec. 27, 2020 USD ($)
Debt Securities, Available-for-Sale [Line Items]
Proceeds from the sale of available-for-sale securities	$ 0	$ 1,436,000	$ 4,504,000
Aggregate unrealized losses	0
Unrealized holding losses	1,745,000	384,000	$ 41,000
Unrealized Losses	2,020,000	371,000
Fair value liabilities transfers, Level 2 to Level 1	$ 0	0
US Corporate Bonds and US Denominated Foreign Bonds
Debt Securities, Available-for-Sale [Line Items]
Number of Securities Issuances for unrealized losses \| Security	93
Unrealized Losses	$ 1,996,000	$ 364,000
Unrealized Loss Position greater than 12 months \| Position	44
Aggregate unrealized losses	$ 1,136,000
US Corporate Bonds and US Denominated Foreign Bonds \| Maximum
Debt Securities, Available-for-Sale [Line Items]
Unrealized Losses	$ 92

Investment Securities - Summary of Contractual Maturities of Investment Securities (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Investments, Debt and Equity Securities [Abstract]
Due within one year Amortized Cost	$ 25,291
Due in 1-5 years Amortized Cost	42,543
Amortized Cost	67,834	$ 68,992
Due within one year Fair Value	24,816
Due in 1-5 years Fair Value	40,998
Total available-for-sale Fair Value	$ 65,814

Investment Securities - Schedule of Financial Assets Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assets measured at fair value	$ 72,554	$ 88,722
US Corporate Bonds and US Denominated Foreign Bonds
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assets measured at fair value	64,662	64,452
Money Market
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assets measured at fair value	6,740	20,101
US Treasury Securities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assets measured at fair value	1,152	1,170
Commercial Paper [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assets measured at fair value		2,999
Level 1
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assets measured at fair value	6,740	20,101
Level 1 \| Money Market
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assets measured at fair value	6,740	20,101
Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assets measured at fair value	65,814	68,621
Level 2 \| US Corporate Bonds and US Denominated Foreign Bonds
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assets measured at fair value	64,662	64,452
Level 2 \| US Treasury Securities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assets measured at fair value	$ 1,152	1,170
Level 2 \| Commercial Paper [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assets measured at fair value		$ 2,999

Revenue Recognition - Summary of Net Revenue by Primary Product (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Disaggregation Of Revenue [Line Items]
Net revenue	$ 362,050	$ 260,901	$ 214,280
Eggs and Egg Related Products
Disaggregation Of Revenue [Line Items]
Net revenue	339,214	239,967	196,695
Butter and Butter Related Products
Disaggregation Of Revenue [Line Items]
Net revenue	$ 22,836	$ 20,934	$ 17,585

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue Recognition - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 27, 2020 USD ($)
Revenue from Contract with Customer [Abstract]
Revenue resulting from reduction of sales promotion incentive related to prior year sales	$ 624

Accounts Receivable - Additional Information (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Receivables [Abstract]
Accounts receivable, net	$ 40,227	$ 26,938
Allowance for doubtful accounts	$ 699	$ 269	$ 196	$ 304

Accounts Receivable - Summary of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Receivables [Abstract]
Allowance for doubtful accounts, Beginning balance	$ (269)	$ (196)	$ (304)
Provisions Charged to Operating Results	(752)	(184)	(217)
Account Write-off and Recoveries, net	322	111	325
Allowance for doubtful accounts, Ending balance	$ (699)	$ (269)	$ (196)

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Inventory [Line Items]
Reserve for inventory obsolescence	$ (98)	$ (428)
Inventories	26,849	10,945
Eggs and Egg Related Products
Inventory [Line Items]
Inventory gross	13,675	5,850
Butter and Butter Related Products
Inventory [Line Items]
Inventory gross	5,718	2,359
Packaging
Inventory [Line Items]
Inventory gross	5,452	2,166
Pullets
Inventory [Line Items]
Inventory gross	981	267
Other
Inventory [Line Items]
Inventory gross	$ 1,121	$ 731

Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 71,842	$ 53,454
Less: Accumulated depreciation and amortization	(12,687)	(8,846)
Property, plant and equipment, net	59,155	44,608
Land
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	552	525
Land improvements
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	835	0
Buildings and Improvements
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	29,667	14,214
Vehicles
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	894	695
Machinery and Equipment
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	34,978	15,523
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	919	830
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	685	503
Construction in Progress
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 3,312	$ 21,164

Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Property Plant And Equipment [Line Items]
Depreciation and amortization of property, plant and equipment	$ 5,441	$ 3,540	$ 2,550

Leases - Additional Information (Details) $ in Thousands	12 Months Ended
Leases - Additional Information (Details) $ in Thousands	Dec. 25, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Variable lease costs	$ 144,000
Option to extend	The Company's office lease for our corporate headquarters facility in Austin, Texas includes an option to renew, generally at our sole discretion, with renewal terms that can extend the lease term up to five years.
Renewal term	5 years
Option to terminate	In addition, certain leases contain termination options, where the rights to terminate are held by the Company, the lessor, or both parties.
Finance lease- amortization expense	$ 439
Minimum [Member]
Lessee, Lease, Description [Line Items]
Initial term of lease contract	1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Initial term of lease contract	5 years

Leases - Schedule of Compenents of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021
Leases [Abstract]
Operating lease cost	$ 1,445
Finance lease cost - amortization of right-of-use assets	439
Finance lease cost - interest on lease liabilities	87	$ 28
Short-term lease cost	67
Variable lease cost	2,967
Variable lease cost - long-term supply contracts	143,696
Total lease cost	$ 148,701	$ 28

Leases - Summary of Cash Flow Information related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021
Leases [Abstract]
Operating cash outflows - payments on operating leases	$ 1,477	$ 0
Operating cash outflows - interest payments on finance leases	87	28
Financing cash outflows - principal payments on finance leases	$ 554	$ 471

Leases - Summary of Right-of-Use Assets (Details) $ in Thousands	12 Months Ended
	Dec. 25, 2022 USD ($)
Leases [Abstract]
Finance leases	$ 8,931

Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Leases [Abstract]
Operating lease right-of-use assets	$ 1,895	$ 0
Operating lease liabilities, current	1,208	0
Operating lease liabilities, non-current	892	0
Total operating lease liabilities	2,100
Property, plant and equipment, net	8,659	876
Finance lease liabilities, current	1,570	327
Finance lease liabilities, non-current	7,023	0
Total finance lease liabilities	$ 8,593	$ 327
Weighted-average remaining lease term (years)	2 years 2 months 4 days
Weighted-average discount rate	3.32%
Weighted-average remaining lease term (years)	4 years 10 months 6 days
Weighted-average discount rate	6.34%

Leases - Summary of 0perating and Finance Leases Future Undiscounted to Leases (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Leases [Abstract]
Operating leases 2023	$ 1,254
Operating leases 2024	471
Operating leases 2025	338
Operating leases 2026	115
Operating lease, 2027	0
Operating leases Thereafter	0
Total lease payments	2,178
Less imputed interest	(78)
Total present value of lease liabilities	2,100
Finance leases 2023	2,059
Finance leases 2024	2,059
Finance leases 2025	2,059
Finance leases 2026	2,059
FinanceLease, 2027	1,711
Finance leases Thereafter	0
Total lease payments	9,947
Less imputed interest	(1,354)
Total present value of lease liabilities	$ 8,593	$ 327

Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Payables and Accruals [Abstract]
Accrued employee related costs	$ 7,453	$ 3,039
Accrued promotions and customer deductions	4,414	3,599
Accrued distribution fees and freight	2,351	3,875
Accrued marketing and and broker commissions	1,598	769
Accrued purchases of inventory	1,349	1,197
Accrued professional fees	761	344
Property, plant and equipment	153	1,258
Other	398	1,062
Accrued liabilities	$ 18,477	$ 15,143

Product Exit Costs- Summary of Activity Related to Exit of Breakfast Products (Details) $ in Thousands	12 Months Ended
	Dec. 25, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Charges Incurred	$ 2,341
Amounts Paid or Settled	(2,187)
Amounts Released as Unutilized	(35)
Ending Liability Balance	119
Net Revenue \| Customer Allowances
Restructuring Cost and Reserve [Line Items]
Charges Incurred	146
Amounts Paid or Settled	(111)
Amounts Released as Unutilized	(35)
Ending Liability Balance	0
Cost of Goods Sold \| Inventory Obsolescence
Restructuring Cost and Reserve [Line Items]
Charges Incurred	749
Amounts Paid or Settled	(749)
Amounts Released as Unutilized	0
Ending Liability Balance	0
Cost of Goods Sold \| Asset Write-downs
Restructuring Cost and Reserve [Line Items]
Charges Incurred	119
Amounts Paid or Settled	0
Amounts Released as Unutilized	0
Ending Liability Balance	119
Cost of Goods Sold \| Co-manufacturer Charges
Restructuring Cost and Reserve [Line Items]
Charges Incurred	135
Amounts Paid or Settled	(135)
Amounts Released as Unutilized	0
Ending Liability Balance	0
Selling, General and Administrative \| Asset Disposals
Restructuring Cost and Reserve [Line Items]
Charges Incurred	66
Amounts Paid or Settled	(66)
Amounts Released as Unutilized	0
Ending Liability Balance	0
Selling, General and Administrative \| Contract Terminations
Restructuring Cost and Reserve [Line Items]
Charges Incurred	1,126
Amounts Paid or Settled	(1,126)
Amounts Released as Unutilized	0
Ending Liability Balance	$ 0

Long-Term Debt - Additional Information (Details) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2020	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020	Oct. 31, 2017
Debt Instrument [Line Items]
Interest expense		$ 0	$ 52,000	$ 488,000
Amortization of debt issuance costs		$ 0	$ 0	68,000
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
Revolving Line of Credit
Debt Instrument [Line Items]
Outstanding debt		$ 0
PNC Bank, National Association \| Revolving Line of Credit
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity					$ 10,000,000.0
Debt instrument, maturity		2024-04
PNC Bank, National Association \| Revolving Line of Credit \| Sixth Amendment
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity		$ 20,000,000.0
Line of Credit Facility, Interest Rate at Period End	4.50%
PNC Bank, National Association \| Revolving Line of Credit \| Tenth Amendment \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument [Line Items]
Debt instrument basis spread on variable rate		2.00%
PNC Bank, National Association \| Revolving Line of Credit \| Tenth Amendment \| Alternate Base Rate
Debt Instrument [Line Items]
Debt instrument basis spread on variable rate		1.00%
PNC Bank, National Association \| Term Loan
Debt Instrument [Line Items]
Debt instrument face amount					4,700,000
PNC Bank, National Association \| Equipment Loan
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity					$ 1,500,000
PNC Bank, National Association \| Credit Facility
Debt Instrument [Line Items]
Line of credit facility covenant terms		The Credit Facility is secured by all of the Company’s assets (other than real property and certain other property excluded pursuant to the terms of the Credit Facility) and requires the Company to maintain three financial covenants: a fixed charge coverage ratio, a leverage ratio and a minimum tangible net worth requirement. The Credit Facility also contains various covenants relating to limitations on indebtedness, acquisitions, mergers, consolidations and the sale of properties and liens.
Line of credit facility covenant compliance		As of December 25, 2022, the Company was in compliance with all covenants under the Credit Facility.
PNC Bank, National Association \| Credit Facility \| Term Loan And Equipment Loan
Debt Instrument [Line Items]
Debt instrument eliminated		2021-04

Redeemable Convertible Preferred Stock - Additional Information (Details) - $ / shares	1 Months Ended
	Aug. 31, 2020	Dec. 25, 2022
Class Of Stock [Line Items]
Preferred stock, shares outstanding	0	0
Preferred stock, authorized		10,000,000
Preferred stock, par value per share		$ 0.0001
Preferred stock, shares issued		0
IPO
Class Of Stock [Line Items]
Shares issued upon conversion of preferred stock	8,192,876
Preferred stock convertible into common stock conversion ratio	100.00%
Preferred stock, shares outstanding	0

Common Stock and Common Stock Warrant - Additional Information (Details) - USD ($)		1 Months Ended	12 Months Ended
	Jun. 09, 2020	Aug. 31, 2021	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Class Of Stock [Line Items]
Common stock, shares authorized			310,000,000	310,000,000
Common stock, par value			$ 0.0001	$ 0.0001
Common stock, shares issued			40,746,990	40,493,969
Common stock, shares outstanding			40,746,990	40,493,969
Common stock voting rights			Each share of the Company’s common stock is entitled to one vote on all matters submitted to a vote of the Company’s stockholders
Common stock dividend declared or paid			$ 0
Proceeds from exercise of warrant					$ 283,000
Treasury Stock
Class Of Stock [Line Items]
Retirement of treasury stock, Shares		5,494,918		5,494,918
Guarantor
Class Of Stock [Line Items]
Warrants issued to purchase of common stock shares	196,800
Warrant exercise price per share	$ 1.43
Proceeds from exercise of warrant	$ 282,000

Common Stock and Common Stock Warrant - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares	Dec. 25, 2022	Dec. 26, 2021
Class Of Stock [Line Items]
Common stock for issuance	16,643,168	15,028,087
Options to Purchase Common Stock
Class Of Stock [Line Items]
Common stock for issuance	4,634,205	4,927,033
Restricted Stock Units
Class Of Stock [Line Items]
Common stock for issuance	505,504	107,867
Shares Available for Grant \| 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan
Class Of Stock [Line Items]
Common stock for issuance	11,503,459	9,993,187

Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Jan. 01, 2023	Jul. 31, 2020	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense			$ 6,040	$ 4,440	$ 2,509
Tax Provision (Benefit)			(970)	(3,872)	85
Fair value of shares vested			$ 3,245	$ 2,694	3,320
Common stock for issuance			16,643,168	15,028,087
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense			$ 4,732
Expected weighted-average period of recognition			1 year 11 months 19 days
Common stock for issuance			505,504	107,867
RSU of shares vested			$ 1,549	$ 564	118
Number of shares granted			515,191
Restricted stock awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options - vest year			3 years
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options - date of grant and expire			10 years
Stock options - vest year			3 years
Unrecognized stock-based compensation expense			$ 5,507
Expected weighted-average period of recognition			1 year 11 months 4 days
Common stock for issuance			4,634,205	4,927,033
2020 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum number of shares issuable		8,595,871
Percentage of outstanding common stock		4.00%
Share-based compensation award, description			Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2020 Incentive Plan was 8,595,871 shares. The 2020 Incentive Plan provides that the number of shares reserved and available for issuance under the 2020 Incentive Plan will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to 4% of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s board of directors
Number of shares available for future grants			9,824,414
Number of new shares issued	1,629,884
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 certain eligible employees or, as designated by the board of directors, employees of a related company. The 2020 ESPP provides that the number of shares reserved and available for issuance under the 2020 ESPP will automatically increase each January 1, beginning on January 1, 2021 and ending on (and including) January 1, 2030, by an amount equal to the lesser of (i) 1% of the outstanding number of shares of common stock on the immediately preceding December 31 and (ii) 900,000, or such lesser number of shares as determined by the Vital Farms board of directors.
2020 Employee Stock Purchase Plan \| Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum number of shares issuable		900,000
Percentage of outstanding common stock		1.00%
Number of new shares issued	407,471
Common stock for issuance			1,679,045
Cost of Goods Sold
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense			$ 188	$ 133	$ 0

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Share-Based Payment Arrangement [Abstract]
Number of Options, Beginning balance	4,927,033
Number of Options, Granted	159,270
Number of Options, Exercised	(180,835)
Number of Options, Cancelled/Forfeited	(271,263)
Number of Options, Ending balance	4,634,205	4,927,033
Number of Options, Options exercisable as of December 25, 2022	3,117,209
Number of Options, Options vested and expected to vest as of December 25, 2022	4,633,974
Weighted-Average Exercise Price, Beginning balance	$ 9.25
Weighted-Average Exercise Price, Options Granted	12.47
Weighted-Average Exercise Price, Options Exercised	3.14
Weighted-Average Exercise Price, Options Cancelled	13.31
Weighted-Average Exercise Price, Ending balance	9.35	$ 9.25
Weighted-Average Exercise Price, Options exercisable as of December 25, 2022	6.64
Weighted-Average Exercise Price, Options vested and expected to vest as of December 25, 2022	$ 9.35
Weighted Average Remaining Contractual Life (Years), Balance	5 years 7 months 6 days
Weighted Average Remaining Contractual Life (Years), Options exercisable as of December 25, 2022	4 years 8 months 12 days
Weighted Average Remaining Contractual Life (Years), Options vested and expected to vest as of December 25, 2022	5 years 7 months 6 days
Aggregate Intrinsic Value	$ 38,522	$ 48,222
Aggregate Intrinsic Value, Exercised	1,827	$ 20,343	$ 1,022
Aggregate Intrinsic Value, Cancelled	1,082
Aggregate Intrinsic Value, Options exercisable as of December 25, 2022	31,626
Aggregate Intrinsic Value, Options vested and expected to vest as of December 25, 2022	$ 38,520

Stock-Based Compensation - Summary of Assumptions, Fair Values and Intrinsic Values of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average fair value at grant date	$ 12.47
Fair value of shares vested	$ 3,245	$ 2,694	$ 3,320
Intrinsic value of stock options exercised	1,827	20,343	1,022
Proceeds from stock options exercised	$ 568	$ 2,776	$ 221
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years
Expected stock price volatility, minimum	27.60%	28.50%	29.10%
Expected stock price volatility, maximum	28.60%	29.40%	42.90%
Risk-free interest rate, minimum	1.64%	0.57%	0.34%
Risk-free interest rate, maximum	4.16%	1.36%	0.49%
Expected dividend yield	0.00%	0.00%	0.00%
Weighted average fair value at grant date	$ 3.97	$ 7.31	$ 6.83
Minimum \| Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)		6 years	5 years 2 months 12 days
Maximum \| Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)		6 years 6 months	6 years 6 months

Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units	12 Months Ended
	Dec. 25, 2022 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of RSUs, beginning balance \| shares	107,867
Number of RSUs, Granted \| shares	515,191
Number of RSUs, Vested \| shares	(56,922)
Number of RSUs, forfeited \| shares	(60,632)
Number of RSUs, Ending balance \| shares	505,504
Weighted-Average Grant Date Fair Value, beginning balance \| $ / shares	$ 27.53
Weighted-Average Grant Date Fair Value, Granted \| $ / shares	12.28
Weighted-Average Grant Date Fair Value, Vested \| $ / shares	27.17
Weighted-Average Grant Date Fair Value, Forfeited \| $ / shares	14.57
Weighted-Average Grant Date Fair Value, ending balance \| $ / shares	$ 13.58

Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Current:
Federal	$ 384	$ 225	$ 587
State	539	282	412
Deferred:
Federal	803	(2,164)	1,677
State	(125)	(371)	94
Provision (benefit) for income taxes	$ 1,601	$ (2,028)	$ 2,770

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Reconciliation of Federal Statutory Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Income Tax Disclosure [Abstract]
Provision at statutory rate of 21%	$ 594	$ 74	$ 2,446
State income taxes	51	(416)	300
Stock-based compensation	225	(2,846)	373
Non-deductible costs	279	12	211
Charitable deduction	(87)	(88)	(206)
Change in deferred tax asset valuation allowance	(53)	774	(138)
Revisions to prior year	212	0	0
Changes in uncertain tax positions	347	0	0
Other, net	33	462	(216)
Provision (benefit) for income taxes	$ 1,601	$ (2,028)	$ 2,770

Income Taxes - Reconciliation of Federal Statutory Income Tax Provision (Parenthetical) (Details)	12 Months Ended
	Dec. 25, 2022
Income Tax Disclosure [Abstract]
Provision at statutory rate	21.00%

Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Deferred tax assets:
Accrued expenses	$ 2,594	$ 1,383
Allowances and other reserves	171	212
Inventory	963	387
Net operating loss carryforwards	1,503	2,220
Charitable contributions	230	774
Stock-based compensation	1,046	460
Lease liability	2,624
Other	581	90
Total deferred tax assets	9,712	5,526
Less: Valuation allowance	0	(774)
Net deferred tax assets	9,712	4,752
Deferred tax liabilities:
Prepaid expenses	590	784
Property and equipment	6,273	3,610
Operating and finance lease right of use assets	2,589
Intangibles	430	279
Total deferred tax liabilities	9,882	4,673
Net deferred tax assets (liabilities)	$ 170	$ 79

Income Taxes - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 25, 2022 USD ($)
Income Taxes [Line Items]
Decrease in valuation allowances period	$ (774)
Federal
Income Taxes [Line Items]
Net operating loss carryforwards	6,700
State
Income Taxes [Line Items]
Net operating loss carryforwards	$ 400
Net operating loss carryforwards expiration year	2022

Income Taxes - Schedule of Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021
Income Tax Disclosure [Abstract]
Valuation allowance as of beginning of year	$ 774	$ 0
Increases recorded to income tax provision	0	774
Decreases recorded as benefit to income tax provision	(774)	0
Valuation allowance as of end of year	$ 0	$ 774

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021
Income Tax Disclosure [Abstract]
Gross tax contingencies as of beginning of year	$ 219	$ 219
Increase in gross tax contingencies	320	0
Decrease in gross tax contingencies	(28)	0
Gross tax contingencies as of end of year	$ 511	$ 219

Net Income Per Share - Schedule of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Numerator:
Net income	$ 1,230	$ 2,382	$ 8,884
Less: Net (loss) income attributable to noncontrolling interests	(21)	(47)	84
Net income attributable to Vital Farms, Inc. common stockholders	$ 1,251	$ 2,429	$ 8,800
Denominator:
Weighted average common shares outstanding - basic	40,648,592	40,027,278	28,667,264
Weighted Average effect of potentially dilutive securities:
Effect of potentially dilutive common stock warrants	0	0	82,993
Weighted average common shares outstanding — diluted	43,469,586	43,321,733	32,914,653
Net income per share attributable to Vital Farms, Inc. stockholders
Basic	$ 0.03	$ 0.06	$ 0.31
Diluted	$ 0.03	$ 0.06	$ 0.27
Options to Purchase Common Stock
Weighted Average effect of potentially dilutive securities:
Effect of potentially dilutive stock options	2,745,161	3,290,615	4,142,947
Restricted Stock Units
Weighted Average effect of potentially dilutive securities:
Effect of potentially dilutive stock options	64,455	3,840	21,449
Employee Stock Purchase Plan
Weighted Average effect of potentially dilutive securities:
Effect of potentially dilutive stock options	11,378	0	0

Net Income Per Share - Schedule of Excluded Common Shares Including at Anti-dilutive Effects (Details) - shares	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	73,340	23,744	826,883
Options to Purchase Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	27,954	4,817	826,883
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	45,386	18,927	0

Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended			12 Months Ended
	Jun. 09, 2020	Aug. 31, 2020	Nov. 30, 2019	Feb. 28, 2019	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Related Party Transaction [Line Items]
Proceeds from exercise of warrant							$ 283
Promissory notes repaid		$ 800					846
Interest income with promissory notes					$ 0	$ 0	97
Sandpebble Builders Preconstruction, Inc
Related Party Transaction [Line Items]
Expense paid to related party					962	$ 1,037	$ 842
Ovabrite Inc [Member]
Related Party Transaction [Line Items]
Gain Loss On Derecognition					122
Ovabrite Inc [Member] \| Prepaid expenses and other current assets member
Related Party Transaction [Line Items]
Related party receivable					$ 552
Notes Receivable \| Founder and Former Board of Directors
Related Party Transaction [Line Items]
Promissory notes issued				$ 4,000
Promissory maturity date				Aug. 07, 2022
Promissory notes repaid			$ 3,200
LIBOR \| Notes Receivable \| Founder and Former Board of Directors
Related Party Transaction [Line Items]
Promissory notes interest rate				2.00%
Guarantor
Related Party Transaction [Line Items]
Warrants issued to purchase of common stock shares	196,800
Warrant exercise price per share	$ 1.43
Proceeds from exercise of warrant	$ 282

401(k) Savings Plan - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
401(k) Saving Plan
Defined Benefit Plan Disclosure [Line Items]
Contributions made by the company	$ 861	$ 651	$ 401

- Definition

Amount of contribution received by defined benefit plan from employer which increases plan assets.

+ References + Details