Vita Coco Company, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. The financial statements required to be filed pursuant to this Item 8 are appended to this report. An index of those financial statements is set forth below: I NDEX TO C ONSOLIDATED F INANCIAL S TATEMENTS Audited Consolidated Financial Statements Page Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 55 Consolidated Balance Sheets as of December 31, 2023 and 2022 58 Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 59 Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 60 Consolidated Statements of Non-Controlling Interests and Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021 61 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 62 Notes to Consolidated Financial Statements 63 54 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of The Vita Coco Company, Inc. New York, New York Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of The Vita Coco Company, Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 29, 2024 , expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP New York, New York February 29, 2024 55 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of The Vita Coco Company, Inc.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of The Vita Coco Company, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Trade Promotion Accrual — Refer to Note 2 to the financial statement s Critical Audit Matter Description The Company’s contracts with customers include variable consideration, including trade promotions. Variable consideration is treated as a reduction in revenue when the related revenue is recognized, and is recorded using the expected value method, with updates to estimates and related accruals of variable consideration occurring each period based on historical experience and changes in circumstances. As disclosed by management in Note 9, the Company’s trade promotion accrual was $22.9 million as of December 31, 2023. We identified the estimation of trade promotion accruals by management as a critical audit matter. These accruals are based on contract terms and the Company’s historical experience with similar programs and requires management judgment with respect to estimating customer and consumer participation and performance results. Consequently, auditing these assumptions require subjective auditor judgment 56 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to trade promotion accruals included the following, among others: • We tested the effectiveness of management’s controls over the calculation of the trade promotion accruals, including management’s controls over the review of the period-end accrual. • We selected a sample of individual customers and promotional periods included in management’s detail of the recorded trade promotion accruals, and evaluated inputs relevant to recorded amounts, including contractual pricing and rebate arrangements with customers and customer claims received subsequent to the accrual period, which were compared to source documents. • We selected a sample of subsequent credits submitted by customers and inspected relevant source documents. • We tested the trade promotion accrual at year-end by developing an expectation of the amount by applying the ratio of gross sales and trade promotion accrual balances at interim periods to gross sales in the fourth quarter and compared it to the balance recorded by management. /s/ Deloitte & Touche LLP New York, New York February 29, 2024 We have served as the Company’s auditor since 2012. 57 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 AND 2022 (Amounts in thousands, except share data) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 132,537 $ 19,629 Accounts receivable, net of allowance of $ 2,486 at December 31, 2023, and $ 2,898 at December 31, 2022 50,086 43,350 Inventory 50,757 84,115 Supplier advances, Current 1,521 1,534 Derivative assets 3,876 3,606 Asset held for sale — 503 Prepaid expenses and other current assets 24,160 22,181 Total current assets 262,937 174,918 Property and equipment, net 2,136 2,076 Goodwill 7,791 7,791 Supplier advances, long-term 2,820 4,360 Deferred tax assets, net 6,749 4,256 Right-of-use assets, net 1,406 2,679 Other assets 1,843 1,677 Total assets $ 285,682 $ 197,757 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 21,826 $ 15,910 Accrued expenses 59,533 38,342 Notes payable, current 13 23 Derivative liabilities 1,213 71 Total current liabilities 82,585 54,346 Notes payable, long-term 13 25 Other long-term liabilities 647 2,293 Total liabilities $ 83,245 $ 56,664 Contingencies (See Note 11) Stockholders’ equity: Common stock, $ 0.01 par value; 500,000,000 shares authorized; 63,135,453 and 62,225,250 shares issued at December 31, 2023 and December 31, 2022, respectively; 56,899,253 and 56,019,050 Shares Outstanding at December 31, 2023 and December 31, 2022, respectively. 631 622 Additional paid-in capital 161,414 145,210 Retained earnings 100,742 55,183 Accumulated other comprehensive loss ( 649 ) ( 994 ) Treasury stock, 6,236,200 shares at cost as of December 31, 2023, and 6,206,200 as of December 31, 2022. ( 59,701 ) ( 58,928 ) Total stockholders’ equity attributable to The Vita Coco Company, Inc. $ 202,437 $ 141,093 Total liabilities and stockholders’ equity $ 285,682 $ 197,757 See accompanying notes to the consolidated financial statements. 58 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) Year Ended December 31, 2023 2022 2021 Net sales $ 493,612 $ 427,787 $ 379,513 Cost of goods sold 312,883 324,426 266,365 Gross profit 180,729 103,361 113,148 Operating expenses Selling, general and administrative 124,236 100,306 88,559 Total operating expenses 124,236 100,306 88,559 Income from operations 56,493 3,055 24,589 Other income (expense) Unrealized gain/(loss) on derivative instruments ( 872 ) 6,606 2,093 Foreign currency gain/(loss) ( 251 ) 1,387 ( 2,088 ) Loss on extinguishment of debt — — ( 132 ) Interest income 2,581 51 127 Interest expense ( 31 ) ( 258 ) ( 360 ) Total other income (expense) 1,427 7,786 ( 360 ) Income before income taxes 57,920 10,841 24,229 Income tax expense ( 11,291 ) ( 3,027 ) ( 5,237 ) Net income $ 46,629 $ 7,814 $ 18,992 Net income/(loss) attributable to noncontrolling interest — — ( 23 ) Net income attributable to The Vita Coco Company, Inc. $ 46,629 $ 7,814 $ 19,015 Net income attributable to The Vita Coco Company, Inc. per common share Basic $ 0.83 $ 0.14 $ 0.35 Diluted $ 0.79 $ 0.14 $ 0.35 Weighted-average number of common shares outstanding Basic 56,427,890 55,732,619 53,689,910 Diluted 58,747,338 56,123,661 54,186,121 See accompanying notes to the consolidated financial statements. 59 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands) Year Ended December 31, 2023 2022 2021 Net income $ 46,629 $ 7,814 $ 18,992 Other comprehensive income: Foreign currency translation adjustment 345 ( 378 ) 320 Total comprehensive income including noncontrolling interest 46,974 7,436 19,312 Net income (loss) attributable to noncontrolling interest — — ( 23 ) Foreign currency translation adjustment attributable to noncontrolling interest — — 4 Total comprehensive income (loss) attributable to noncontrolling interest — — ( 19 ) Total comprehensive income attributable to The Vita Coco Company, Inc. $ 46,974 $ 7,436 $ 19,331 See accompanying notes to the consolidated financial statements. 60 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except share amounts) Common Stock Common Stock with Exit Warrants Total Common Stock Additional Paid-In Capital Loan to Shareholder Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income / (Loss) Treasury Stock Total Stockholders' Equity Attributable to The Vita Coco Company, Inc. Non- controlling Interest in Subsidiary Total Stockholders' Equity Shares $Amount Shares $Amount Shares $Amount Shares Amount Balance at December 31, 2020 51,086,945 511 8,113,105 81 59,200,050 592 100,849 ( 17,700 ) 28,354 ( 949 ) 1,014,195 ( 8,925 ) 102,221 78 102,299 Net income — — — — — — — — 19,015 — — — 19,015 ( 23 ) 18,992 Issuance of common stock pursuant to initial public offering, net of underwriting discounts and offering costs 2,500,000 25 — — 2,500,000 25 30,331 30,356 — 30,356 Purchase of treasury stock — — — — — — — — — — 5,192,005 ( 50,003 ) ( 50,003 ) — ( 50,003 ) Loan to stockholder — — — — — — — 17,700 — — — — 17,700 — 17,700 Stock-based compensation — — — — — — 3,380 — — — — — 3,380 — 3,380 Exercise of stock awards 20,930 — — — 20,930 — 178 — — — — — 178 — 178 Acquisition of non-controlling interest 43,602 1 — — 43,602 1 ( 8 ) — — 13 — — 6 ( 59 ) ( 53 ) Foreign currency translation adjustment — — — — — — — — — 320 — — 320 4 324 Balance at December 31, 2021 53,651,477 $ 537 8,113,105 $ 81 61,764,582 $ 618 $ 134,730 $ — $ 47,369 $ ( 616 ) 6,206,200 $ ( 58,928 ) $ 123,173 $ — $ 123,173 Net income — — — — — — — — 7,814 — — — 7,814 — 7,814 Stock-based compensation — — — — — — 7,384 — — — — — 7,384 — 7,384 Exercise of stock awards 460,668 4 — — 460,668 4 3,096 — — — — — 3,100 — 3,100 Foreign currency translation adjustment — — — — — — — — — ( 378 ) — — ( 378 ) — ( 378 ) Balance at December 31, 2022 54,112,145 $ 541 8,113,105 $ 81 62,225,250 $ 622 $ 145,210 $ — $ 55,183 $ ( 994 ) 6,206,200 $ ( 58,928 ) $ 141,093 $ — $ 141,093 Net income — — — — — — — — 46,629 — — — 46,629 — 46,629 Cumulative-effect adjustment related to the adoption of accounting guidance for credit losses — — — — — — — — ( 1,070 ) — — — ( 1,070 ) — ( 1,070 ) Purchase of treasury stock — — — — — — — — — — 30,000 ( 773 ) ( 773 ) — ( 773 ) Stock-based compensation — — — — — — 9,128 — — — — — 9,128 — 9,128 Exercise of stock awards 910,203 9 — — 910,203 9 7,076 — — — — — 7,085 — 7,085 Foreign currency translation adjustment — — — — — — — — — 345 — — 345 — 345 Balance at December 31, 2023 55,022,348 $ 550 8,113,105 $ 81 63,135,453 $ 631 $ 161,414 $ — $ 100,742 $ ( 649 ) 6,236,200 $ ( 59,701 ) $ 202,437 $ — $ 202,437 See accompanying notes to the consolidated financial statements. 61 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income $ 46,629 $ 7,814 $ 18,992 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 660 1,901 2,069 (Gain)/loss on disposal of equipment 19 1 112 Bad debt expense 260 2,641 76 Unrealized (gain)/loss on derivative instruments 872 ( 6,606 ) ( 2,093 ) Stock-based compensation 9,128 7,384 3,380 Impairment loss on assets held for sale 363 619 — Impairment of intangible assets — 6,714 — Noncash lease expense 1,288 1,058 — Deferred tax expense ( 2,382 ) ( 3,081 ) ( 1,644 ) Loss on extinguishment of debt — — 132 Changes in operating assets and liabilities: Accounts receivable ( 7,088 ) 321 ( 16,917 ) Inventory 33,688 ( 9,333 ) ( 43,501 ) Prepaid expenses, net supplier advances, and other assets ( 622 ) ( 3,592 ) 2,725 Accounts payable, accrued expenses, and other liabilities 24,340 ( 16,776 ) 20,503 Net cash provided by (used in) operating activities 107,155 ( 10,935 ) ( 16,166 ) Cash flows from investing activities: Cash paid for property and equipment ( 599 ) ( 982 ) ( 557 ) Proceeds from sale of property and equipment 5 — — Net cash used in investing activities ( 594 ) ( 982 ) ( 557 ) Cash flows from financing activities: Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and offering costs — — 30,356 Proceeds from exercise of stock awards 7,086 3,062 177 Borrowings on credit facility — 22,000 — Repayments of borrowings on credit facility — ( 22,000 ) ( 25,000 ) Proceeds from the term loan — — 30,000 Repayments of the term loan — — ( 30,000 ) Proceeds from settlement of loan to stockholder — — 17,700 Cash received (paid) on notes payable ( 23 ) ( 28 ) 21 Cash paid to acquire treasury stock ( 773 ) — ( 50,003 ) Cash paid to acquire portion of non-controlling interest — — ( 54 ) Net cash provided (used in) by financing activities 6,290 3,034 ( 26,803 ) Effects of exchange rate changes on cash and cash equivalents 387 ( 178 ) 35 Net (decrease) increase in cash and cash equivalents 113,238 ( 9,061 ) ( 43,491 ) Cash and cash equivalents at beginning of the period 19,629 28,690 72,181 Cash, cash equivalents and restricted cash at end of the period (1) $ 132,867 19,629 28,690 Supplemental disclosures of cash flow information: Cash paid for income taxes $ 9,905 4,624 2,440 Cash paid for interest $ 75 217 349 (1) Includes $ 330 , $ 0 and $ 0 of restricted cash as of December 31, 2023, 2022, and 2021 respectively, that were included in other current assets. See accompanying notes to the consolidated financial statements. 62 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION The Vita Coco Company, Inc. and subsidiaries (the “Company”) develops, markets, and distributes various coconut water products under the brand name Vita Coco and for retailers' own brands, predominantly in the United States. Other products include coconut milk, coconut oil, water (under the brand name Ever & Ever ), protein infused fitness drinks (under the brand name PWR LIFT), coconut as a commodity and natural energy drinks (under the brand name Runa ),. The Company was incorporated in Delaware as All Market Inc. on January 17, 2007. On September 9, 2021, we changed our name to The Vita Coco Company, Inc. In 2018, the Company purchased certain assets and liabilities of Runa , which was marketed and distributed primarily in the United States until the Company ceased selling the brand in December 2023. We are a public benefit corporation under Section 362 of the Delaware General Corporation Law. As a public benefit corporation, our Board of Directors is required by the Delaware General Corporation Law to manage or direct our business and affairs in a manner that balances the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct and the specific public benefits identified in our certificate of incorporation. The Company has nine wholly-owned subsidiaries including four wholly-owned Asian subsidiaries established between fiscal 2012 and 2015, four North American subsidiaries established between 2012 and 2018, as well as All Market Europe, Ltd. (“AME”) in the United Kingdom of which the Company became the sole shareholder as of December 31, 2021. Basis of Presentation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include all the accounts of the wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation; the noncontrolling interest in consolidated subsidiaries presented in the accompanying consolidated financial statements in the year ended December 31, 2021 represents the portion of AME stockholders’ equity, which was not directly owned by the Company. Initial Public Offering (“IPO”) The Company’s registration statement on Form S-1, as amended, was declared effective by the SEC on October 20, 2021 related to the IPO of its common stock in the prospectus dated October 20, 2021, filed with the SEC in accordance with Rule 424(b)(4) of the Securities Act on October 22, 2021 (the “Prospectus”). On October 21, 2021, the Company’s shares began trading on the NASDAQ under the ticker symbol “COCO”. On October 25, 2021, we completed our IPO by issuing 2,500,000 shares of our common stock, $ 0.01 par value per share, at a price to the public of $ 15 per share, resulting in net proceeds to us of approximately $ 30,000 , after deducting the underwriting discount and commissions of approximately $ 2,000 and offering expenses of approximately $ 5,000 . Additionally, certain selling stockholders sold an aggregate of 9,000,000 shares. The Company did not receive any proceeds from the sale of these shares by certain selling stockholders. On October 27, 2021, the Company used the net proceeds from the IPO to repay the outstanding balance on the 2021 Term Loan. See Note 10 for additional information on the repayment of the 2021 Term Loan. Impact of Global Events Causing Macroeconomic Uncertainty Uncertainty in the macroeconomic environment resulting from current geopolitical and economic instability (including the effects of current wars and other international conflicts) and the high interest rate and inflationary cost environment may affect our business. It is not currently possible to ascertain the overall impact of these macroeconomic uncertainties on the Company’s business, results of operations, financial condition or liquidity. Future events and effects related to these macroeconomic uncertainties cannot be determined with precision and actual results could significantly differ from estimates or forecasts. 63 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates Preparation of consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management considers many factors in selecting appropriate financial accounting policies and controls in developing the estimates and assumptions that are used in the preparation of these consolidated financial statements. Management must apply significant judgement in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. The most significant estimates in the consolidated financial statements relate to share-based compensation, assessing long-lived assets for impairment, estimating the net realizable value of inventories, the determination of the current expected credit losses allowance, assessing goodwill for impairment, the determination of the value of trade promotions and assessing the realizability of deferred income taxes. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue in accordance with ASC 606. ASC 606 defines a five-step model that requires entities exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying the performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Revenue is recognized when control of the promised good is transferred to the customer in an amount that reflects the consideration to which the Company is expected to be entitled to receive in exchange for those products. Each contract includes a single performance obligation to transfer control of the product to the customer. Our revenue is recognized net of allowances for returns, discounts, credits and any taxes collected from consumers. For the Company’s various products in the Vita Coco Coconut Water and Other product categories (refer to Note 3, Revenue Recognition ), control is transferred upon customer receipt, at which point the Company recognizes the transaction price for the product as revenue. The transaction price recognized reflects the consideration the Company expects to receive in exchange for the sale of the product. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that would meet the criteria for a distinct good or service that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent fulfillment costs, which are included in cost of goods sold, rather than revenue. Additionally, the Company determined the production and distribution of Private Label products represents a distinct performance obligation. Since there is no alternative use for these products and the Company has the right to payment for performance completed to date, the Company recognizes the revenue for the production of these Private Label products over time as the production for open purchase orders is completed, which may be prior to any shipment. The resulting contract assets are recorded in prepaid expenses and other current assets. The Company provides trade promotions and sales discounts to its customers and distributors. Since these sales promotions and sales discounts do not meet the criteria for a distinct good or service, they are primarily accounted for as a reduction of revenue and include payments to customers and distributors for performing activities on our behalf, such as payments for in-store displays, payments to gain distribution of new products, payments for shelf space and discounts to promote lower retail prices. These consolidated financial statements include accruals for these promotion and discounts. The accruals are made for invoices that have not yet been received as of year-end and are recorded as a reduction of sales, and are based on contract terms and our historical experience with similar programs and require management judgement with respect to estimating customer and consumer participation and performance levels. 64 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) Cost of Goods Sold Costs of goods sold includes the costs of the products sold to customers, inbound and outbound shipping and handling costs, freight and duties, shipping and packaging supplies, and warehouse fulfillment costs incurred in operating and staffing warehouses. Shipping and Handling Costs Shipping and handling costs related to the sale of inventory represent outbound distribution costs, and are included in cost of goods sold in the consolidated statement of operations. Shipping and handling costs were $ 13,261 , $ 13,387 and $ 9,331 for the years ended December 31, 2023, 2022, and 2021, respectively. Advertising Expenses Advertising expenses are charged to expense in the period they are incurred and are recorded in selling, general and administrative expenses. Advertising expenses were $ 14,862 , $ 14,404 , and $ 13,755 for the years ended December 31, 2023, 2022, and 2021, respectively. Research and Development Research and development costs are charged to expense in the period incurred and are recorded in selling, general and administrative expenses. Research and development expenses were $ 418 , $ 541 , and $ 477 for the years ended December 31, 2023, 2022, and 2021, respectively. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 for awards issued under the 2014 Stock Option and Restricted Stock Plan and the 2021 Stock Incentive Award Plan. The Company measures all awards based on their fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period of each stock award grant, which is generally the vesting period of the respective award by using the accelerated attribution method. The Company applies an estimated forfeiture rate derived from historical employee termination behavior. If the actual forfeitures differ from those estimated by management, adjustment to compensation expense may be required in future periods. The Company issues stock-based awards with service-based and performance-based and market-based vesting conditions. The Company recognizes expense for performance-based awards when it becomes probable that such awards will be earned over a requisite service period. The Company defers the recognition of compensation expense for the stock awards that vest upon qualifying liquidity events until the qualifying events are probable of occurrence. Stock awards are equity-classified, as they do not contain a cash settlement option or other features requiring them to be liability-classified. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock awards with service-based vesting conditions and performance-based vesting conditions. For stock awards with performance-based and market-based vesting conditions, the Company uses the Barrier option valuation model to determine the fair value. The Company has classified most of its stock-based compensation expense in its consolidated statements of operations in selling, general, and administrative expenses, reflecting the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. There are restricted stock units previously granted to entities affiliated with a major customer, which was recognized as a stock-based sales incentive based on guidance in ASC 606 and reflected as a reduction in the transaction price revenue. See Note 14, Stockholders' Equity for further information. Income Taxes The Company accounts for income taxes under ASC 740, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the consolidated financial statements and tax bases of assets and liabilities that will result in taxable or deductible 65 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) amounts in the future. Such deferred income tax assets and liabilities computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax positions are included in income tax expense in the consolidated statement of operations and comprehensive income and accrued expenses in the consolidated balance sheets. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Net Income per Common Share In accordance with ASC Topic 260 Earnings Per Share ("ASC 260"), net income per common share, on a basic and diluted basis, is presented for all periods, calculated using the treasury stock method. Basic net income per share is computed by dividing net income by the weighted average number of common shares and service warrants outstanding during each period. Diluted net income per share is computed by dividing net income by the weighted average number of common and dilutive common equivalent shares outstanding. The calculation of common equivalent shares assumes the exercise of dilutive in-the-money stock options, net of assumed treasury share repurchases at average market prices, as applicable. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and money market instruments with maturities of three months or less. Accounts Receivable Accounts receivable are reported net of an allowance for doubtful accounts. In determining such an allowance, the Company considers historical losses and existing economic conditions, as well as the credit quality of each customer. Accounts receivable are charged off when the Company deems amounts to be uncollectible. Inventory Inventory represents raw materials, finished goods, packaging, and inbound shipping and handling and is reported at the lower of cost or net realizable value being determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company reserves for finished goods that are close to the date of expiration. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of an equity financing, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the offering. If an in-process equity financing is abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations. As a result of the completion of the IPO on October 25, 2021 as described in Note 1, deferred offering costs recorded during the period were netted against the proceeds of the offering and reflected as a component of additional paid-in-capital in the quarter ended December 31, 2021. As of December 31, 2023 and 2022, the Company had no deferred offering costs in the consolidated balance sheets. Property and Equipment Property and equipment are stated at cost and are depreciated over the estimated useful lives of the related assets or in the case of leasehold improvements, the lease term if shorter, using the straight-line method of depreciation. Repairs and maintenance are charged to expense as incurred. The estimated useful lives of the Company’s property and equipment are as follows: 66 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) • Equipment and computer software and hardware – 3 - 7 years • Leasehold improvements – The lesser of the life of the asset or the term of the lease • Vehicles – 5 years • Furniture and fixtures – 3 - 5 years Impairment of Long-Lived Assets The Company evaluates the recoverability of its long-lived assets, principally intangibles and property and equipment, by comparing asset group’s carrying value to the expected undiscounted future cash flows to be generated from such assets when events or circumstances indicate that an impairment may have occurred. If the estimated undiscounted future cash flows are less than the carrying amount, an impairment loss is recorded based upon the difference between the carrying amount and the fair value of the asset. Acquisitions The Company evaluates each of its acquisitions under the accounting framework in Accounting Standards Codification Topic 805, Business Combinations ("ASC 805"). ASC 805 requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable tangible and intangible assets acquired, the liabilities assumed and any non-controlling interest in the acquired entity, and recognize and measure goodwill. The acquiree’s results are included in the consolidated financial statements from the date of the acquisition. The Company allocated the purchase price, including the fair value of any non-cash and contingent consideration, to the identifiable assets and liabilities of the relevant acquired business at their acquisition date fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Contingent consideration payable in cash or a fixed dollar amount settleable in a variable number of shares is classified as a liability and recorded at fair value, with changes in fair value recorded as a component of operating expenses in the accompanying consolidated statements of operations. Transaction costs associated with business combinations are expensed as incurred and are included in selling, general and administrative expenses in the consolidated statements of operations. The Company performs valuations of assets acquired, liabilities assumed, and contingent consideration and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired, liabilities assumed, and contingent consideration requires the use of significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, the probability of the achievement of specified milestones, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired, liabilities assumed, and contingent consideration in a business combination. Intangible assets Intangible assets consist primarily of acquired trade names and distributor relationships. The Company determines the appropriate useful life of the intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives of ten years , using the straight-line method, which approximates the pattern in which the economic benefits are consumed. The Company’s intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, or a triggering event. When a triggering event is identified, a test of recoverability is performed by estimating the undiscounted future cash flows associated with such assets and comparing them to the carrying value of the asset. When the recoverability test fails, the Company measures the impairment loss based on the fair value of the assets compared to the carrying amount of the asset. The fair value of the trade names is determined through an income approach using the relief from royalty method. The fair value of the distributor relationships is determined through an income approach using the excess earnings method. Goodwill 67 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) Goodwill represents the excess of the purchase price paid in excess of the fair value of net identifiable tangible and intangible assets acquired in a business combination and is measured in accordance with the provisions of ASC 350, Intangibles – Goodwill and Other ("ASC 350"). Goodwill is not amortized; instead goodwill is tested for impairment on an annual basis on December 31, or more frequently if the Company believes indicators of impairment exist. The Company has determined that there are three reporting units for purposes of testing goodwill for impairment: (i) the Americas reporting unit, (ii) the Europe reporting unit, and (iii) the Asia reporting unit. All of the Company’s goodwill is allocated to the Americas reporting unit. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. In performing the qualitative assessment, the Company reviews factors both specific to the reporting units and to the Company as a whole, such as financial performance, macroeconomic conditions, industry and market considerations, and the fair value of each reporting unit at the last valuation date. If the Company elects this option and believes, as a result of the qualitative assessment, that it is more likely than not that the carrying value of each of the reporting units exceeds their fair value, the quantitative impairment test is required; otherwise, no further testing is required. Alternatively, the Company may elect to bypass the qualitative assessment and perform the quantitative impairment test instead, or if the Company reasonably determines that it is more-likely-than-not that the fair value is less than the carrying value, the Company performs its annual, or interim, goodwill impairment test by comparing the fair value of each of the reporting units with their carrying amount. The fair value of each of the reporting units is estimated by blending the results from the income approach and the market multiples approach. These valuation approaches consider a number of factors that include, but are not limited to, expected future cash flows, growth rates, discount rates, and comparable multiples from publicly-traded companies in the Company’s industry, and require to make certain assumptions and estimates regarding industry economic factors and future profitability of the Company’s business. It is the Company’s policy to conduct impairment testing based on its most current business plans, projected future revenues and cash flows, which reflect changes anticipated in the economy and the industry. The cash flows are based on five-year financial forecasts developed internally by management and are discounted to a present value using discount rates that properly account for the risk and nature of the respective reporting unit’s cash flows and the rates of return market participants would require to invest their capital in the Company’s reporting unit. The Company will recognize an impairment for the amount by which the carrying amount exceeds a reporting unit’s fair value. For the years ended December 31, 2023, 2022, and 2021, there were no impairments recorded. Supplier Advances The Company issues advances to certain manufacturers with interest at rates between 0 % and 4 % with terms extending to February 2028 . These advances are assessed for collectability and an allowance for credit losses is recognized when it is probable that the Company will be unable to collect all amounts due according to the contractual terms. There was no allowance recorded as of December 31, 2023 and December 31, 2022. Foreign Currency The Company’s reporting currency is the U.S. dollar. The Company maintains the financial statements of each entity within the group in its local currency, which is also the entity’s functional currency. Gains and losses on transactions denominated in currencies other than the functional currency are included in determining net income for the period. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate applicable during the period. Translation gains and losses are included as a component of accumulated other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included as a component of other income (expense) in the accompanying consolidated statements of operations when incurred. Derivative Instruments The Company periodically enters into forward foreign currency exchange contracts to hedge its foreign currency exposure. The fair value of these contracts is recorded in the consolidated balance sheets with a corresponding adjustment 68 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) to the consolidated statements of operations for the change in fair value of the derivative instruments, as the contracts have not been designated as a hedge instrument. Refer to Note 12, Derivative Instruments, for more information. Segment Information The Company operates as two operating and reportable segments: (i) Americas segment, which is comprised of the Company’s operations in the Americas region, primarily in the U.S. and Canada, and (ii) International segment, which is comprised of the Company’s operations primarily in Europe, Middle East, Africa and the Asia Pacific regions. The Company’s Chief Executive Officer, as the chief operating decision maker ("CODM"), manages and allocates resources between the Americas and International segments. Consistent with this decision-making process, the CEO uses financial information disaggregated between the Americas and International segment for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets. The CEO evaluates segment business performance based primarily on net sales and gross profit. Concentration of Credit Risk The Company’s cash and accounts receivable are subject to concentrations of credit risk. The Company’s cash balances are primarily on deposit with banks in the U.S. which are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $250. At times, such cash may be in excess of the FDIC insurance limit. To minimize the risk, the Company’s policy is to maintain cash balances with high quality financial institutions and any excess cash above a certain minimum balance could be invested in overnight money market treasury deposits in widely diversified accounts. Substantially, all of the Company’s customers are either wholesalers or retailers of beverages. A material default in payment, a material reduction in purchase from these or any large customers, or the loss of a large customer or customer groups could have a material adverse impact on the Company’s financial condition, results of operations, and liquidity. The Company is exposed to concentration of credit risk from its major customers for which two customers represented 53 %, 54 %, and 53 % of total net sales during the years ended December 31, 2023, 2022 and 2021, respectively. In addition, the two customers also accounted for 43 % and 39 % of total accounts receivable as of December 31, 2023 and 2022, respectively. The Company has not experienced credit issues with these customers. Recently Adopted Accounting Pronouncements Leases The Company leases certain office space and machinery and equipment, which are primarily classified as operating leases. These leases expire at various dates through 2025. The Company's lease agreements do not contain any material restrictive covenants. Operating leases are included within right-of-use assets, net, accrued expenses, and other long-term liabilities within our Consolidated Balance Sheets. Finance leases are included within Property, Plant and Equipment, net, accrued expenses, and other long term liabilities. Leases with an initial term of 12 months or less are not recognized on the Consolidated Balance Sheets. In February 2016, the Financial Accounting Standards Board ("FASB") issued ASC 842 , ASU 2016-02 , Leases (Topic 842), which was amended by subsequent Accounting Standard Updates ("ASUs"), to enhance the comparability and usefulness of financial reporting around leasing activity. The new standard supersedes the existing authoritative literature for lease accounting under ASC 840 , with a focus on applying a “right-of-use model.” The guidance for leases under ASC 842 results in a right-of-use asset (“ROU asset”) and lease liability being reported on the balance sheet for leases with a lease term greater than twelve months. In June 2020, the FASB issued ASU 2020-05 , Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for certain entities, which deferred the effective date of ASU 2016-02 for certain entities. ASC 842 was effective for the Company, as an Emerging Growth Company (“EGC”), for annual reporting periods beginning after December 15, 2021 and for interim periods beginning after December 15, 2022. The Company adopted the standard on January 1, 2022 using the alternative modified retrospective transition approach in accordance with ASU 2018-11 , Leases (Topic 842): Targeted Improvements, where the adoption date represents the initial date of application. As part of its adoption, the Company elected to apply the package of practical expedients requiring no reassessment of whether any expired or existing contracts are or contain leases, the lease 69 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) classification of any expired or existing leases, or the capitalization of initial direct costs for any existing leases. Additionally, the Company elected the practical expedient that permits the exclusion of leases considered to be short-term. Under the alternative modified retrospective transition approach, the reported results for 2022 reflect the application of ASC 842 guidance, whereas comparative periods and the respective disclosures prior to the adoption of ASC 842 are presented using the legacy guidance of ASC 840 . As a result of adopting the new standard, the Company recognized right-of-use assets and lease liabilities of $ 1,866 and $ 2,097 , respectively, on the Company’s consolidated balance sheet as of January 1, 2022. The difference of $ 231 between the operating lease right-of-use assets and operating lease liabilities represents reclassification of deferred rent liability from other liabilities to operating lease right-to-use assets at the adoption date. The adoption of the standard did not have a material impact on the Company’s consolidated statements of operations, or consolidated statements of cash flows. Current Expected Credit Losses 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"). The new accounting standard introduced the current expected credit losses methodology ("CECL") for estimating allowances for credit losses. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized costs, including loans and trade receivables. ASU 2016-13 was effective for the Company, as an Emerging Growth Company ("EGC"), for annual and interim reporting periods beginning after December 15, 2022. The Company adopted the standard on January 1, 2023 using the modified retrospective method for all financial assets in scope. The amounts for reporting periods beginning after January 1, 2023 are presented under ASC 326 methodology, while prior period amounts continue to be reported in accordance with previously applicable U.S. GAAP. As a part of the adoption, the Company selected to apply roll-rate method to estimate current expected credit losses for its accounts receivable population and weighted average remaining maturity ("WARM") method for supplier advances. The difference of $ 1,070 between the incurred credit loss estimate and current expected credit loss estimate was recorded as cumulative effect adjustment to the Company’s opening retained earnings and reflected on the consolidated balance sheet as of January 1, 2023 as a result of the ASC 326 adoption. The adoption of the standard did not have a material impact on the Company’s consolidated statements of operations, or consolidated statements of cash flows. The following table illustrates the impact of ASC 326. As of January 1, 2023 As reported under ASC 326 Pre-ASC 326 adoption Impact of ASC 326 adoption Allowance for credit losses on accounts receivables $ 3,552 $ 2,898 $ 654 Allowance for credit losses on supplier advances 416 — 416 Total $ 3,968 $ 2,898 $ 1,070 Recently Issued Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate 70 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. 3. REVENUE RECOGNITION Revenues are accounted for in accordance with ASC 606. The Company disaggregates revenue into the following product categories: • Vita Coco Coconut Water – This product category consists of all branded coconut water product offerings under the Vita Coco labels, where the majority ingredient is coconut water. The Company determined that the sale of the products represents a distinct performance obligation as customers can benefit from purchasing the products on their own or together with other resources that are readily available to the customers. For these products, control is transferred upon customer receipt, at which point the Company recognizes the transaction price for the product as revenue. • Private Label – This product category consists of all private label product offerings, which includes coconut water and coconut oil. The Company determined the production and distribution of private label products represents a distinct performance obligation. Since there is no alternative use for these products and the Company has the right to payment for performance completed to date, the Company recognizes the revenue for the production of these private label products over time as the production for open purchase orders occurs, which may be prior to any shipment. • Other – This product category consists of all other products, which includes Runa (until we ceased selling it in December 2023), Ever & Ever and PWR LIFT product offerings and Vita Coco product extensions beyond coconut water, coconut milk products, and other revenue transactions (e.g., bulk product sales). For these products, control is transferred upon customer receipt, at which point the Company recognizes the transaction price for the product as revenue. The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers. Disaggregation of Revenue The following table disaggregates net revenue by product type and reportable segment: December 31, 2023 Americas International Consolidated Vita Coco Coconut Water $ 317,221 $ 41,829 $ 359,050 Private Label 103,166 18,713 121,879 Other 9,858 2,825 12,683 Total $ 430,245 $ 63,367 $ 493,612 December 31, 2022 Americas International Consolidated Vita Coco Coconut Water $ 275,964 $ 38,570 $ 314,534 Private Label 88,173 12,855 101,029 Other 9,485 2,740 12,224 Total $ 373,622 $ 54,165 $ 427,787 71 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) December 31, 2021 Americas International Consolidated Vita Coco Coconut Water $ 231,858 $ 34,639 $ 266,497 Private Label 80,639 14,007 94,646 Other 11,394 6,976 18,370 Total $ 323,891 $ 55,622 $ 379,513 4. ACCOUNTS RECEIVABLE, NET Accounts receivable, net was $ 50,086 and $ 43,350 as of December 31, 2023 and 2022, respectively. The Company recorded an allowance for current expected credit losses of $ 2,486 and $ 2,898 as of December 31, 2023 and 2022, respectively. Changes in the allowance for current expected credit losses for the periods presented were as follows: Balance at January 1, 2022 $ 1,301 Provision charged to operating results 2,641 Account write-offs and other deductions, net of recoveries ( 1,044 ) Balance as of December 31, 2022 $ 2,898 Impact of ASC 326 adoption 654 Balance as of January 1, 2023 $ 3,552 Provision charged to operating results 3,135 Account write-offs and other deductions, net of recoveries ( 4,201 ) Balance as of December 31, 2023 $ 2,486 5. INVENTORY Inventory consists of the following: December 31, 2023 2022 Raw materials and packaging $ 3,360 $ 5,771 Finished goods 47,397 78,344 Inventory $ 50,757 $ 84,115 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following: 72 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) December 31, 2023 2022 Tax receivables $ 3,622 $ 527 Contract assets 8,629 10,337 VAT receivables 1,032 1,054 Supplier Prepaid 3,463 4,018 Prepaid insurance 1,454 1,701 Other prepaid expenses 2,977 2,254 Other Receivables 2,983 2,290 $ 24,160 $ 22,181 7. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: December 31, 2023 2022 Equipment and computer software and hardware $ 5,567 $ 5,137 Leasehold improvements 393 339 Vehicles 685 784 Land and improvements 140 — Furniture and fixtures 469 401 Total Property and equipment 7,254 6,661 Less accumulated depreciation and amortization ( 5,118 ) ( 4,585 ) Property and equipment—net $ 2,136 $ 2,076 Depreciation expense related to property and equipment, net for the years ended December 31, 2023, 2022 and 2021 was $ 660 , $ 681 and $ 849 , respectively. 8. GOODWILL AND INTANGIBLE ASSETS Goodwill consists of the following: December 31, 2023 2022 Goodwill $ 7,791 $ 7,791 Annual Goodwill Impairment Testing All of the Company’s goodwill is associated with an acquisition in June 2018. The goodwill is allocated to the Americas reporting unit and is tax deductible. In assessing whether goodwill was impaired in connection with its annual impairment testing performed at December 31, 2020, the Company elected to bypass the qualitative assessment and, performed a quantitative assessment in accordance with ASC 350. Refer to Note 2, Summary of Significant Accounting Policies, for further discussion of the quantitative analysis. In December 31, 2023, the Company performed the qualitative assessment only, which did not indicate that it is more likely than not that the carrying value of each of the reporting units exceeds their fair value, resulting in no further quantitative testing. Based on the results of the annual impairment test, the Company concluded that no impairment to goodwill existed as of December 31, 2023, 2022 and 2021. 73 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) Intangible Assets, ne t The intangible assets, net associated with the acquisition of Runa was $ 0 as of December 31, 2023 and 2022, respectively. December 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Impairment Net Intangible assets, net Trade names $ — $ — $ — $ 6,200 $ ( 2,807 ) $ ( 3,393 ) $ — Distributor relationships — — $ — 6,000 ( 2,717 ) ( 3,283 ) — Other — — $ — 38 — ( 38 ) — Total intangible assets subject to amortization $ — $ — $ — 12,238 $ ( 5,524 ) $ ( 6,714 ) $ — All the intangible assets are amortized over their useful life. Since the intangibles are subject to amortization, they are reviewed for impairment in accordance with ASC 360, Property, Plant, and Equipment. Under ASC 360, long-lived assets are tested for recoverability at the asset group level whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. In step 1, the entity determines recoverability of the asset group by comparing its carrying value with the sum of its undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If the sum of the undiscounted cash flows is less than the carrying value of the asset group, then step 2 must be performed, in which the entity compares the fair value of the asset group to its carrying amount. The excess of the carrying value of the asset group over its fair value, if any, would be recognized as an impairment loss. During 2022, the Company identified facts and circumstances indicating the carrying value of the intangible assets associated with Runa, including the trade names and distributor relationships, may not be recoverable, resulting in the determination that a triggering event had occurred. Based on step 1, the Company determined that the Runa intangible assets were not recoverable based on a test of recoverability using expected undiscounted future cash flows for the Runa brand in the Americas. For both trade names and distributor relationships, the Company applied step 2, by determining the fair value of these intangible assets, which concluded that the fair value was significantly below the carrying amount. Accordingly, the Company recorded an impairment charge of $( 6,714 ) for the year ended December 31, 2022, which is recorded in selling, general and administrative expenses on the Company’s consolidated statements of operations. Amortization expense of $ 0 , $ 1,220 , and $ 1,220 for the years ended December 31, 2023, 2022 and 2021 were included in selling, general and administrative expenses on the consolidated statements of operations. As of December 31, 2022, all amortizable intangible assets were impaired and no future amortization expense will be recognized in the Company's consolidated statements of operations. 9. ACCRUED EXPENSES Accrued expenses consist of the following: 74 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) December 31, 2023 2022 Accrued promotions and marketing $ 22,936 $ 18,624 Payroll and benefits related expenses 11,012 3,814 Shipping and handling costs 5,957 8,854 Accrued trade payable 1,236 1,613 Current operating lease liabilities 1,189 734 VAT payable 2,103 1,599 Income tax payable 8,304 834 Accrued professional fees 1,898 350 Other accrued expenses 4,898 1,920 $ 59,533 $ 38,342 10. DEBT The table below details the outstanding balances on the Company’s credit facility and notes payable as of December 31, 2023 and 2022: December 31, 2023 2022 Notes payable Vehicle loans 26 48 $ 26 $ 48 Current $ 13 $ 23 Non-current $ 13 $ 25 2020 Credit Facility In May 2020, the Company entered into the five-year credit facility (the "2020 Credit Facility") with Wells Fargo Bank, National Association consisting of a revolving line of credit, which currently provides for committed borrowings of $ 60 million. The maturity date on the 2020 Credit Facility is May 12, 2026. Starting in December 2022, borrowings on the 2020 Credit Facility bear interest at rates based on either: 1) a fluctuating rate per annum determined to be the sum of Daily Simple Secured Overnight Financing Rate ("SOFR") plus a spread defined in the credit agreement (the "Spread"); or 2) a fixed rate per annum determined to be the sum of the Term SOFR plus the Spread. The Spread ranges from 1.00 % to 1.75 %, which is based on the Company’s leverage ratio (as defined in the credit agreement) for the immediately preceding fiscal quarter as defined in the credit agreement. In addition, the Company is currently subject to an unused commitment fee ranging from 0.10 % and 0.20 % on the unused amount of the line of credit, with the rate being based on the Company’s leverage ratio (as defined in the credit agreement). The borrowings made before December 2022 bore interest at rates based on either: 1) London Interbank Offered Rate ("LIBOR"); or 2) a specified base rate (determined by reference to the greatest of the prime rate published by Wells Fargo, the federal funds effective rate plus 1.5 % and one-month LIBOR plus 1.50 %), as selected periodically by the Company. The LIBOR-based loans bore interest at LIBOR plus the Spread. The unused commitment fee prior to the December 2022 amendment was the same. As of December 31, 2023 and December 31, 2022, the Company had no outstanding balance and $ 60,000 undrawn and available under its amended 2020 Credit Facility. Interest expense and unused commitment fee for the 2020 Credit Facility amounted to $ 14 and $ 46 for the year ended December 31, 2023. Interest expense and unused commitment 75 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) fee for the 2020 Credit Facility amounted to $ 255 and $ 51 , respectively, for the year ended December 31, 2022. Interest expense and unused commitment fee for the 2020 Credit Facility amounted to $ 176 and $ 39 , respectively, for the year ended December 31, 2021. The effective interest rate was 0.1 %, 2.53 %, and 0.97 %, respectively, as of December 31, 2023, 2022, and 2021. The 2020 Credit Facility is collateralized by substantially all of the Company’s assets. The 2020 Credit Facility contains certain affirmative and negative covenants that, among other things, limit the Company’s ability to, subject to various exceptions and qualifications: (i) incur liens; (ii) incur additional debt; (iii) sell, transfer or dispose of assets; (iv) merge with or acquire other companies, (v) make loans, advances or guarantees; (vi) make investments; (vii) make dividends and distributions on, or repurchases of, equity; and (viii) enter into certain transactions with affiliates. The 2020 Credit Facility also requires the Company to maintain certain financial covenants including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a minimum asset coverage ratio. As of December 31, 2023, the Company was compliant with all financial covenants. 2021 Term Loan In May 2021, the Company entered into the 2021 Term Loan pursuant to the terms of the credit agreement entered into in connection with the 2020 Credit Facility. The 2021 Term Loan provided the Company with borrowings up to $ 30,000 . The Company incurred interest on the 2021 Term Loan at the same rate as the 2020 Credit Facility. The Company was required to repay the principal on the 2021 Term Loan in quarterly installments commencing on October 1, 2021 through the maturity date of May 21, 2026. The 2021 Term Loan was subject to the same affirmative, negative and financial covenants as the 2020 Credit Facility. On October 27, 2021, the Company repaid the outstanding balance on the 2021 Term Loan using the net proceeds from the IPO as discussed in Note 1. In accordance with ASC 470, the Company recognized a loss of $ 132 in the year ended December 31, 2021 related primarily to the write-off of deferred financing costs, which was recorded in the "Loss on extinguishment of debt" line in the accompanying consolidated statements of operations. Interest expense related to the 2021 Term Loan amounted to $ 141 for the year ended December 31, 2021. Vehicle Loans The Company periodically enters into vehicle loans. Interest rate on these vehicle loans range from 4.56 % to 5.68 %. The Company is required to make principal payments of $ 2 on a monthly basis. Aggregate principal payments on the notes payable for the next five years are as follows: 2024 $ 13 2025 10 2026 3 2027 — 2028 $ — Total notes payable $ 26 11. COMMITMENTS AND CONTINGENCIES Contingencies: Litigation —The Company may engage in various litigation in the ordinary course of business. The Company intends to vigorously defend itself in such matters and management, based upon the advice of legal counsel, is of the opinion that the resolution of these matters will not have a material effect on the consolidated financial statements. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. The 76 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) Company also discloses when it is reasonably possible that a material loss may be incurred. As of December 31, 2023 and 2022, the Company has not recorded any liabilities relating to such legal matters. Business Risk —The Company imports finished goods predominantly from manufacturers located in South American and Southeast Asian countries. The Company may be subject to certain business risks due to potential instability in these regions. Major Customers — The Company’s customers that accounted for 10% or more of total net sales and total accounts receivable were as follows: Net sales Accounts receivable Year Ended December 31, December 31, 2023 2022 2021 2023 2022 Customer A 30 % 30 % 30 % 20 % 16 % Customer B 23 % 24 % 23 % 23 % 23 % One of the customers acquired less than 5% ownership in the Company upon consummation of the IPO. The same customer also vested in 100,000 restricted stock awards during the period ended March 31, 2023 as discussed in Note 10, Stockholders' Equity. The customer continues to hold less than 5% ownership in the Company as of December 31, 2023. In 2023, we agreed to start to discontinue the private label coconut water and coconut oil supply relationship with one of our significant customers as the terms required to retain the business were contrary to our long term margin targets. However, at the request of this customer, we expect to continue the supply relationship through 2024 for a significant portion of their private label coconut water needs. Major Suppliers — The Company’s suppliers that accounted for 10% or more of the Company’s purchases were as follows: Year Ended December 31, 2023 2022 Supplier A 22 % 17 % Supplier B 13 % 13 % Supplier C 10 % 6 % Supplier D 10 % 6 % 12. DERIVATIVE INSTRUMENTS The Company accounts for derivative instruments in accordance with the ASC Topic 815, Derivatives and Hedging ("ASC 815"). These principles require that all derivative instruments be recognized at fair value on each balance sheet date unless they qualify for a scope exclusion as a normal purchase or sale transaction, which is accounted for under the accrual method of accounting. In addition, these principles permit derivative instruments that qualify for hedge accounting to reflect the changes in the fair value of the derivative instruments through earnings or stockholders’ equity as other comprehensive income on a net basis until the hedged item is settled and recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows. The ineffective portion of a derivative instrument’s change in fair value is immediately recognized in earnings. As of December 31, 2023 and December 31, 2022, the Company did not have any derivative instruments that it had designated as fair value or cash flow hedges, and therefore all changes in fair value were immediately recognized in earnings. The Company is subject to the following currency risks: Inventory purchases from Brazilian, Thai and Malaysian manufacturers— In order to mitigate the currency risk on inventory purchases from its Brazilian, Malaysian and Thai manufacturers, which are settled in Brazilian real ("BRL"), 77 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) Malaysian ringgit ("MYR") and Thai baht ("THB"), the Company's subsidiary, All Market Singapore Pte. Ltd. ("AMS"), enters a series of forward currency swaps to buy BRL, MYR and THB. Intercompany transactions between AME and AMS— In order to mitigate the currency risk on intercompany transactions between AME and AMS, AMS enters into foreign currency swaps to sell British pound ("GBP"). Intercompany Transactions with Canadian Customer and Vendors— In order to mitigate the currency risk on transactions with Canadian customer and vendors, the Company enters into foreign currency swaps to sell Canadian dollars ("CAD"). The notional amount and fair value of all outstanding derivative instruments in the consolidated balance sheets consist of the following at: December 31, 2023 Derivatives not designated as hedging instruments under ASC 815-20 Notional Amount Fair Value Balance Sheet Location Assets Foreign currency exchange contracts Receive BRL/sell USD $ 62,253 $ 3,876 Derivative assets Liabilities Foreign currency exchange contracts Receive THB/sell USD $ 21,971 $ ( 285 ) Derivative liabilities Receive USD/pay EUR 5,627 ( 90 ) Derivative liabilities Receive USD/pay GBP 23,512 ( 749 ) Derivative liabilities Receive USD/pay CAD 7,666 ( 89 ) Derivative liabilities December 31, 2022 Derivatives not designated as hedging instruments under ASC 815-20 Notional Amount Fair Value Balance Sheet Location Assets Foreign currency exchange contracts Receive USD/pay GBP $ 23,702 $ 1,104 Derivative assets Receive BRL/sell USD $ 46,301 $ 2,314 Derivative assets Receive USD/pay CAD $ 4,819 $ 188 Derivative assets Liabilities Foreign currency exchange contracts Receive USD/pay EUR $ 604 $ ( 7 ) Derivative liabilities Receive THB/sell USD 21,990 ( 64 ) Derivative liabilities The amount of realized and unrealized gains and losses and consolidated statements of operations and comprehensive income location of the derivative instruments as of December 31, 2023 and 2022 are as follows: 78 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) 2023 2022 2021 Unrealized gain (loss) on derivative instruments $ ( 872 ) $ 6,606 $ 2,093 Location Unrealized gain on derivative instruments Unrealized gain on derivative instruments Unrealized (loss) on derivative instruments Foreign currency gain (loss) $ 5,697 $ 2,682 $ ( 5,679 ) Location Foreign currency gain Foreign currency (loss) Foreign currency gain The Company applies recurring fair value measurements to its derivative instruments in accordance with ASC Topic 820, Fair Value Measurements ("ASC 820"). In determining fair value, the Company used a market approach and incorporates the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable internally developed inputs. 13. FAIR VALUE MEASUREMENTS ASC 820 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value 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. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observability of the inputs used in valuation techniques, the Company’s assets and liabilities are classified as follows: • Level 1— Quoted market prices in active markets for identical assets or liabilities. • Level 2— Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted market prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes internally developed models and methodologies utilizing significant unobservable inputs. Forward currency swap contracts— See Note 12, Derivative Instruments, for a description of these contracts. The Company’s valuation methodology for forward currency swap contracts is based upon third-party institution data. Contingent consideration liability— In connection with the Company’s acquisition of the entity currently known as AMI Runa USA LLC ("Runa"), the Company was obligated to pay contingent payments to Runa’s former shareholders only if a certain growth rate is achieved. Assuming the revenue growth was achieved, the former shareholders could elect for payment to be calculated based on quarterly data available between December 2021 and December 2022, as follows: 49 % of the product of (a) the net revenue for the trailing 12 calendar months and (b) a specified multiple, which is contingent on the revenue growth achieved since December 31, 2017. Per the acquisition agreement, the contingent payment cannot exceed $ 51,500 . If a certain revenue growth rate was not achieved during the remeasurement period, the Company is not required to pay any contingent payment. The term of the remeasurement period under the agreement ended in December 2022. Based on the revenue performance expectation during the earn-out period for Runa, the contingent consideration was zero as of December 31, 2022. The Company utilized a probability weighted scenario-based model to determine the fair value of the contingent consideration. The contingent consideration liability was considered a Level 3 liability, as the fair value was determined based on significant inputs not observable in the market. The Company’s fair value hierarchy for those assets (liabilities) measured at fair value on a recurring basis at December 31, 2023 and 2022, is as follows: 79 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) Level 1 Level 2 Forward Currency Swaps/Contracts Level 3 Contingent consideration liability Total December 31, 2023 $ — $ 2,663 $ — $ 2,663 December 31, 2022 $ — $ 3,535 $ — $ 3,535 There were no transfers between any levels of the fair value hierarchy for any of the Company’s fair value measurements. 14. STOCKHOLDERS’ EQUITY Common Stock — Each share of common stock entitles its holder to one vote on matters required to be voted on by the stockholders of the Company and to receive dividends, when and if declared by the Company’s board of directors. As of December 31, 2023 and 2022, the Company had 3,124,326 and 2,898,930 shares, respectively, of common stock reserved for future issuance upon the conversion of outstanding warrants and stock options. On May 23, 2023, the Company entered into an underwriting agreement (the "May Underwriting Agreement") with BofA Securities, Inc., Evercore Group L.L.C. and Goldman Sachs & Co. LLC, as the representative of the underwriters named in Schedule I thereto (collectively, the "Underwriters"), and a stockholder of the Company, Verlinvest Beverages SA (the "Selling Stockholder"), relating to an underwritten public offering of 5,000,000 shares (the "Offering") of Common Stock at a price to the public of $ 23.00 per share, before deducting underwriting discounts. Pursuant to the May Underwriting Agreement, all 5,000,000 shares of Common Stock were sold by the Selling Stockholder. Under the terms of the May Underwriting Agreement, the Selling Stockholder granted the Underwriters an option exercisable for 30 days to purchase up to an additional 750,000 shares of Common Stock from the Selling Stockholder at the public offering price, less underwriting discounts and commissions, which option was exercised in full prior to the closing of the Offering. The closing of the Offering occurred on May 26, 2023. On November 6, 2023, the Company entered into another underwriting agreement (the “November Underwriting Agreement”) with BofA Securities, Inc. and Verlinvest Beverages SA, relating to an offering of 4,000,000 shares of the Company’s common stock, par value $ 0.01 per share. Pursuant to the November Underwriting Agreement, all 4,000,000 shares of Common Stock were sold by the Selling Stockholder. The closing of the offering occurred on November 9, 2023. The Company did not receive any of the proceeds from the sale of the shares. Additionally, the Company incurred $ 1,525 of administrative expenses related to these offerings, which were expensed in SG&A for the year ended December 31, 2023. Treasury Stock - As of December 31, 2023 and 2022, the Company held 6,236,200 and 6,206,200 shares in treasury stock. In January 2021, the Company entered into a Stock Purchase Agreement with RW VC S.a.r.l, f/k/a Vita Coco S.a.r.l (the “Seller”). The Company repurchased 5,192,005 shares of its own common stock from the Seller at a purchase price of $ 9.63 per share, or an aggregate purchase price of approximately $ 50,000 . The purchase price per share approximated the most recent third-party common stock valuation prepared in conjunction with the accounting of stock-based compensation discussed within this Note. On October 30, 2023, the Company's Board of Directors approved a share repurchase program ("Program") authorizing the Company to repurchase up to $ 40,000 of Common Stock. Shares of Common Stock may be repurchased under the Program from time to time through open market purchases, block trades, private transactions or accelerated or other structured share repurchase programs. To the extent not retired, shares of Common Stock repurchased under the Program will be placed in the Company's treasury shares. The extent to which the Company repurchases shares of Common Stock, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company. The Program has no time limits and may be suspended or discontinued at any time. The Company repurchased 30,000 shares under this program at a cost of $ 773 during the year ended December 31, 2023. Non-controlling Interest —On August 17, 2021, the Company’s ownership interest in AME increased as a result of the subsidiary AME repurchasing AME shares from certain minority stockholders. As a result, the noncontrolling interest in AME representing minority stockholders’ proportionate share of the equity in AME was reduced from 1.3 % to 0.71 %. On December 31, 2021, the Company purchased the remaining outstanding AME shares directly from minority 80 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) stockholders by exchanging shares in the Company on the basis of 5.485 Vita Coco shares being allotted for every 1 AME share. The share ratio exchange reflects a mutually agreed valuation of AME shares relative to Vita Coco shares. Since the Company continued to retain a controlling financial interest in AME, the change in ownership interest was accounted for as an equity transaction. Warrants — All service warrants were exercised and exit warrants were expired as of December 31, 2021. As such, there was no warrant activity for the year ended December 31, 2023. Stock-based Compensation — The stockholders of the Company approved the adoption of the Company’s 2014 Stock Option and Restricted Stock Plan (the “2014 Plan”). The 2014 Plan allowed for a maximum of 8 % of the sum of the Available Equity defined as the sum of (i) the total then outstanding shares of common shares and (ii) all available stock option (i.e., granted and outstanding stock options and stock options not yet granted). Under the terms of the 2014 Plan, the Company may grant employees, directors, and consultants stock options and restricted stock awards and has the authority to establish the specific terms of each award, including exercise price, expiration, and vesting. Currently, only stock options were granted under the 2014 Plan. Generally, stock options issued pursuant to the 2014 Plan must contain exercise prices no less than the fair value of the Company’s common stock on the date of grant and have a ten-year contractual term. Subsequent to September 30, 2021, the stockholders of the Company approved the adoption of the 2021 Incentive Award Plan ("2021 Plan"), which became effective after the closing of the IPO discussed in Note 1. On and after closing of the offering and the effectiveness of the 2021 Incentive Award Plan, no further grants will be made under the 2014 Plan. The maximum number of shares of our common stock available for issuance under the 2021 Plan is equal to the sum of (i) 3,431,312 shares of our common stock and (ii) an annual increase on the first day of each year beginning in 2022 and ending in and including 2031, equal to the lesser of (A) two percent ( 2 %) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (B) such lesser amount as determined by our board of directors; provided, however, no more than 3,431,312 shares may be issued upon the exercise of incentive stock options, or ISOs. The 2021 Plan provides for the grant of stock options, including ISOs and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, stock payments, restricted stock units, or RSUs, other incentive awards, SARs, and cash awards. Currently, stock options, restricted stock, and RSU's were granted under 2021 Plan. As of December 31, 2023, there were 3,124,326 shares of common stock reserved for future issuance pursuant to the 2021 Plan. The Company recognized stock-based compensation expense of $ 7,805 , $ 6,134 and $ 3,103 for the years ended December 31, 2023, 2022 and 2021, respectively in selling, general, and administrative expenses. The Company also recognized a reduction of revenue of $ 1,323 , $ 1,250 and $ 277 for the years ended December 31, 2023, 2022 and 2021 related to stock-based compensation awards granted to entities affiliated with a major customer that was accounted for as a stock-based sales incentive. The total impact to additional paid-in capital related to stock-based compensation arrangements in 2023 and 2022 were $ 9,128 and $ 7,384 , respectively. Stock Option Awards with Service-based Vesting Conditions Most stock option awards granted under the 2014 and 2021 Plans vest based on the continuous service. The stock options awarded to the employees have different vesting schedules as specified in each grant agreement. The following table summarizes the service-based stock option activity during the year ended December 31, 2023: Number of Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (per option) (in years) (in thousands) Outstanding—December 31, 2022 3,713,974 $ 11.00 Granted 296,693 $ 17.66 Exercised 698,264 $ 10.15 Forfeited 14,397 $ 12.51 Outstanding—December 31, 2023 3,298,006 $ 12.23 6.8 44,282 Exercisable—December 31, 2023 1,607,477 $ 10.34 5.8 24,613 81 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) The weighted average grant-date fair value of the service-based stock option awards granted during the years ended December 31, 2023 and 2022 was $ 7.29 per option and $ 6.98 per option, respectively. The aggregate intrinsic value of service-based stock options exercised was $ 10,826 and $ 2,026 for the years ended December 31, 2023 and 2022, respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for all stock options that had exercise prices lower than the fair value of the Company’s common stock. The fair value of the service-based stock options granted in 2023 and 2022 pursuant to the Stock Option Plan was estimated on a grant or on a modification date using the Black-Scholes option-pricing model. The weighted average assumptions used in the Black-Scholes option-pricing model were as follows: 2023 2022 Weighted average expected term 6.22 years 7.0 years Weighted average expected volatility 35 % 39 % Weighted average risk-free interest rate 4.00 % 2.86 % Weighted average expected dividend yield 0 % 0 % Expected Term: Represents the period that the stock-based awards are expected to be outstanding based on a contractual term and service conditions specified for the awards. The Company estimated the expected term of the options with service conditions in accordance with the “simplified” method as defined in ASC 718, which enables the use of a practical expedient for “plain vanilla” share options. Expected Volatility : The Company has historically been a private company and lacks company-specific historical and implied volatility information for its stock. Therefore, the Company estimated volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the expected term of the options. Risk-free Interest Rate: The risk-free interest rate was based on the yield, as of the option valuation date, by reference to the U.S. Treasury yield curve in effect at the time of the grant or the modification of the award for time periods equal to the expected term of the award. Dividend Yield —The Company does not anticipate declaring a dividend over the expected term. As such, the dividend yield has been estimated to be zero . Fair Value of Common Stock — For stock awards granted subsequent to the IPO, the fair value of the common stock assumed for the grant date fair value of the awards will be based on the closing price of our common stock as reported on the day of grant. Prior to the IPO in October 2021, because there has been no public market for the Company’s common stock, the board of directors has determined the estimated fair value of the common stock at the time of grant of options by considering valuations performed by an independent third-party valuation specialist, which considers a number of objective and subjective factors including valuations of comparable companies, operating and financial performance, the lack of liquidity of capital stock, the likelihood of achieving an initial public offering and general and industry specific economic outlook. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The third-party common stock valuations were prepared using a combination of the income approach and market approach. As of December 31, 2023, there was $ 3,567 of total unrecognized compensation cost related to unvested service-based stock options, which is expected to be recognized over a weighted-average service period of 1.7 years. Stock Option Awards with Performance and Market-based Vesting Conditions There are also stock option awards containing performance-based vesting conditions, subject to achievement of various performance goals by a future period, such as revenue and adjusted EBITDA targets. There are also stock option 82 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) awards containing performance and market vesting conditions, such as options vesting upon occurrence of an IPO or other qualifying liquidity event and upon achieving a predetermined equity value of the Company. This award was granted to the current CEO in 2019 that vest upon occurrence of an IPO or other qualifying liquidity event and upon achieving a predetermined equity value of the Company. As of July 31, 2023, the performance and market vesting conditions were achieved and the remaining stock compensation expense of $ 762 for this award was accelerated and recognized in the year ended December 31, 2023. During the year ended December 31, 2023, there were no modifications to these awards. During the year ended December 31, 2022, certain awards that contained a performance-based vesting condition were modified. The modification adjusted the performance condition to allow for 50 % of the performance awards to meet the criteria to vest, and no other terms were modified. Since it did not affect any terms that would affect the fair value, and only the number of awards, it is considered an improbable-to-probable modification. The impact of the modification was not material. The following table summarizes the stock option activity during the year ended December 31, 2023: Number of Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (per option) (in years) (in thousands) Outstanding—December 31, 2022 808,535 $ 10.32 Granted 412,341 16.91 Exercised — — Forfeited or expired 76,440 11.69 Outstanding—December 31, 2023 1,144,436 $ 12.60 7.1 $ 14,931 Exercisable—December 31, 2023 635,408 $ 10.18 5.8 $ 9,831 . The fair value of the awards with performance-based vesting conditions was estimated using the Black-Scholes option-pricing model used for the Company’s service-based stock options and assumed that performance goals will be achieved. If such performance conditions are not met, no compensation cost is recognized and any recognized compensation cost is reversed. The Company did not grant any performance based options for the year ended December 31, 2022 other than the modified awards noted above. The fair value of the awards with performance-based vesting conditions granted in 2023 pursuant to the 2021 Plan was estimated on the grant date using the Black-Scholes option-pricing model. The weighted average assumptions used in the Black-Scholes option-pricing model were as follows: 2023 Weighted average expected term 6.40 years Weighted average expected volatility 35 % Weighted average risk-free interest rate 4.00 % Weighted average expected dividend yield 0 % As of December 31, 2023, total unrecognized compensation cost related to the unvested stock option awards containing performance conditions was $ 2,606 , which is expected to be recognized over the period of approximately 2.06 years. The awards containing performance and market conditions to the CEO were all vested during the year ended December 31, 2023. As of December 31, 2022, total unrecognized compensation cost related to the unvested stock option awards containing performance and market vesting conditions was $ 1,606 , which was expected to be recognized over the period of approximately 4.22 years. 83 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) Service & Performance based Restricted Stock and RSUs Restricted stock and RSUs were granted under the 2021 Plan and primarily vest based on continuous service. The RSUs with service-based vesting conditions awarded to the employees have differing vesting schedules as specified in each grant agreement. The RSUs granted to non-employee directors vest in full on the earlier of: (i) the day immediately preceding the date of the first Annual Shareholders Meeting following the date of grant; or (ii) the first anniversary of the date of grant. During the twelve months ended December 31, 2023, the Company also granted RSUs that contained performance-based vesting conditions, subject to achievement of various performance goals by the end of 2025 or 2026, specifically net sales growth and Adjusted EBITDA targets. The following table summarizes the restricted stock and RSU activity for the year ended December 31, 2023: Number of service based Restricted Stock or RSU Awards Weighted Average Grant Date Fair Value (service based) Number of performance based Restricted Stock or RSU Awards Weighted Average Grant Date Fair Value (performance based) Non-vested - December 31, 2022 666,177 $ 14.08 — $ — Granted 203,226 19.04 17,742 16.91 Vested 211,939 14.10 — — Forfeited/Cancelled 29,335 12.96 — — Non-vested - December 31, 2023 628,129 $ 13.89 17,742 $ 16.91 Also included in these awards are $ 3 million of shares of restricted common stock granted to entities affiliated with a significant customer, granted at the IPO price per share of $ 15.00 , or 200,000 restricted shares, in exchange for an amendment to extend the distributor agreement term to June 10, 2026. Since the distribution agreement has not been terminated by either party for cause as of March 31, 2023, 50 % of the shares were released on March 31, 2023. Assuming the distribution agreement is not terminated by either party for cause, the remaining 50 % will be released on March 31, 2024. The grant was accounted for as a stock-based sales incentive based on guidance in ASC 606 and is reflected as a reduction in the transaction price of revenue on the basis of the grant-date fair-value measure in accordance with the stock compensation guidance in ASC 718. The aggregate grant date fair value of all RSUs granted during 2023 and 2022 was $ 4,169 and $ 4,445 , respectively. At December 31, 2023, there was $ 5,259 of unrecognized stock compensation expense related to non-vested service-based RSUs, which is expected to be recognized over a weighted average period of 2.0 years. At December 31, 2023, there was $ 219 of unrecognized stock compensation expense related to non-vested performance based RSUs, which is expected to be recognized over a weighted average period of 2.2 years. At December 31, 2022, there was $ 5,035 of unrecognized stock compensation expense related to non-vested service-based RSUs, which is expected to be recognized over a weighted average period of 2.7 years. 15. Income Taxes The domestic and foreign components of the Company’s income before income taxes are as follows: Year Ended December 31, 2023 2022 2021 Domestic $ 31,614 $ 5,634 $ 15,085 Foreign 26,306 5,207 9,144 Income before income taxes $ 57,920 $ 10,841 $ 24,229 The income tax expense for the years ended December 31, 2023, 2022, and 2021 consist of the following: 84 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) Year Ended December 31, 2023 2022 2021 Current Federal $ 6,926 $ 3,654 $ 3,343 State and local 1,911 1,477 1,076 Foreign 4,940 965 2,435 13,777 6,096 6,854 Deferred Federal $ ( 2,044 ) $ ( 2,940 ) $ ( 304 ) State and local ( 629 ) ( 839 ) ( 29 ) Foreign 187 710 ( 1,284 ) ( 2,486 ) ( 3,069 ) ( 1,617 ) Total $ 11,291 $ 3,027 $ 5,237 The reconciliation of the U.S. federal statutory rate to the Company’s effective rate is as follows: 2023 2022 2021 Income tax benefit using U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State and local taxes. net of U.S. federal income tax benefit 1.8 % 4.7 % 3.6 % Global intangible low-taxed income 5.1 % — % 1.8 % Stock compensation ( 3.0 %) ( 3.9 %) — % Officer's compensation limitation 1.1 % 4.4 % — % Permanent differences 0.5 % 0.3 % 0.4 % Foreign rate differential ( 1.2 %) ( 2.9 %) ( 1.8 %) Foreign derived intangible income ( 0.3 %) ( 3.6 %) ( 1.9 %) Valuation allowance ( 0.4 %) 5.4 % ( 3.2 %) Return to provision — % — % ( 0.1 %) Tax credits ( 5.1 %) ( 0.6 %) ( 1.8 %) IPO costs — % — % 2.1 % Other — % 3.1 % 1.5 % Provision for income taxes 19.5 % 27.9 % 21.6 % Deferred tax assets and liabilities at December 31, 2023 and 2022, consist of the following: 85 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) 2023 2022 Deferred Tax Assets: Inventory reserves $ 998 $ 878 Reserves and accruals 2,315 1,330 Stock based compensation 5,159 3,728 Net operating loss carryforwards 4,469 4,834 Charitable contributions carryforward 2 — Lease liability 394 673 Subtotal 13,337 11,443 Valuation allowance ( 4,374 ) ( 4,586 ) Total deferred tax assets 8,963 6,857 Deferred Tax Liabilities: Prepaid insurance ( 339 ) ( 397 ) Intangibles ( 1,528 ) ( 1,464 ) Right-of-use assets ( 338 ) ( 646 ) Fixed assets ( 115 ) ( 84 ) Other—Net 106 ( 10 ) Total deferred tax liabilities ( 2,214 ) ( 2,601 ) Net deferred tax assets (liability) $ 6,749 $ 4,256 A valuation allowance of $ 4,374 and $ 4,586 was recorded against the non-US deferred tax asset balance as of December 31, 2023 and 2022, respectively. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of December 31, 2023 and 2022, management determined that there is sufficient positive evidence to conclude that it is more likely than not that the US deferred taxes are realizable. A valuation allowance has been established against the net operating loss carryforwards which has been generated by our foreign jurisdictions. As of December 31, 2023 and 2022, the Company had no US state and federal net operating loss carryforwards. As of December 31, 2023 and 2022, the Company had net operating loss carryforwards related to foreign operations of $ 21,548 and $ 22,987 , respectively. These net operating loss carryforwards have various lives ranging from 10 years to indefinite carryforward periods. A reconciliation of the beginning and ending amount of income tax uncertainties is as follows; 2023 Beginning balance as of January 1, 2023 $ 144 Reductions based on tax positions related to prior years ( 38 ) Additions based on tax positions related to current year — Ending balance as of December 31, 2023 $ 106 As of December 31, 2023 and 2022, there were $ 106 and $ 144 liabilities for income tax uncertainties recorded in the Company’s consolidated balance sheets. The Company recognized interest and penalties related to income tax uncertainties of $ 37 and $ 50 in its consolidated balance sheets or consolidated statements of operations for years ended December 31, 2023 and 2022, respectively. The Company is subject to income tax examinations by the IRS and various state and local jurisdictions for the open tax years between December 31, 2020 and December 31, 2023. 86 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) As of December 31, 2023 and 2022, income taxes on undistributed earnings of the Company’s foreign subsidiaries have not been provided for as the Company plans to indefinitely reinvest these amounts. The cumulative undistributed foreign earnings were not material as of December 31, 2023 and 2022. During the second quarter of 2021, the Finance Act 2021 (the "Finance Act") was enacted in the United Kingdom. The Finance Act increases the corporate income tax rate from 19% to 25% effective April 1, 2023 and enhances the first-year capital allowance on qualifying new plant and machinery assets effective April 1, 2021. The effects on the Company’s existing deferred tax balances have been recorded. Over the past few years, there has been significant discussion with regard to tax legislation by both the Biden Administration and the Organization for Economic Cooperation and Development (“OECD”). On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law by the Biden Administration, with tax provisions primarily focused on implementing a 15% corporate alternative minimum tax on global adjusted financial statement income ("CAMT"). On December 12, 2022, the European Union member states also reached agreement to implement the OECD’s reform of international taxation known as Pillar Two Global Anti-Base Erosion ("GloBE") Rules, which broadly mirror the Inflation Reduction Act by imposing a 15% global minimum tax on multinational companies. The CAMT and GloBE are anticipated to be effective beginning in fiscal 2024 and fiscal 2025, respectively. The US Treasury and the OECD continue to seek input and release guidance on the CAMT and GloBE legislation and how the two will interact, so it is unclear at this time what, if any, impact either will have on the Company’s tax rate and financial results. We will continue to evaluate their impact as further information becomes available. 16. Earnings Per Share Basic and diluted earnings per share is calculated as follows: Year Ended December 31, 2023 2022 2021 Numerator: Net income attributable to The Vita Coco Company, Inc. $ 46,629 $ 7,814 $ 19,015 Denominator: Weighted-average number of common shares used in earnings per share—basic 56,427,890 55,732,619 53,689,910 Effect of conversion of stock options and RSU's 2,319,448 391,042 496,211 Weighted-average number of common shares used in earnings per share—diluted 58,747,338 56,123,661 54,186,121 Earnings per share—basic $ 0.83 $ 0.14 $ 0.35 Earnings per share—diluted $ 0.79 $ 0.14 $ 0.35 The vested service warrants are exercisable for little consideration and all necessary conditions have been satisfied as of December 31, 2021. Accordingly, the calculation of weighted average common shares outstanding includes vested service warrants, exercisable for a value of $ 0.000022 . All exit warrants expired as of December 31, 2021. Before expiration, for the year ended December 31, 2021, the exit warrants, which expired upon a liquidity event and only vest when proceeds from a liquidity event provide an annual internal rate of return of less than 30 %, were not considered in the basic and diluted earnings per share, as the contingency of a liquidity event had not occurred. The following potentially dilutive securities, prior to the use of the treasury stock method, have been excluded from the computation of diluted weighted-average number of common shares outstanding, as they would be anti-dilutive: 87 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) Year Ended December 31, 2023 2022 2021 Options to purchase common stock 310,953 1,880,904 1,288,350 17. Employee Benefit Plan Employees of the Company may participate in a defined contribution plan which qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute into a traditional plan with pretax salary or into a Roth plan with after tax salary up to statutory limits. The Company matches contributions up to 3 % of each employee’s earnings, which vest over 2 years. Matching contributions were $ 616 , $ 592 and $ 475 for the years ended December 31, 2023, 2022 and 2021, respectively. 18. Segment Reporting The Company has two operating and reportable segments: • Americas—The Americas segment is comprised primarily of the U.S. and Canada, and derives its revenues from the marketing and distribution of various coconut water and non-coconut water products (e.g., coconut oil and milk). The Company’s Guayusa leaf products ( Runa ), aluminum bottle canned water ( Ever & Ever ), and protein infused fitness drink ( PWR LIFT ) are marketed only in the Americas segment. As of December 2023, we ceased offering the Runa brand. • International—The International segment is comprised primarily of Europe, Middle East, and Asia Pacific, which includes the Company’s procurement arm and derives its revenues from the marketing and distribution of various coconut water and non-coconut water products. The Company’s CEO is the chief operating decision maker and evaluates segment performance primarily based on net sales and gross profit. All intercompany transactions between the segments have been eliminated. Information about the Company’s operations by operating segment as of and for the years ended December 31, 2023, 2022 and 2021 is as follows: December 31, 2023 Americas International Consolidated Net sales $ 430,245 $ 63,367 $ 493,612 Gross profit 162,262 18,467 180,729 Total segment assets 209,984 75,698 285,682 December 31, 2022 Americas International Consolidated Net sales $ 373,622 $ 54,165 $ 427,787 Gross profit 95,492 7,869 103,361 Total segment assets 156,588 41,169 197,757 December 31, 2021 Americas International Consolidated Net sales $ 323,891 $ 55,622 $ 379,513 Gross profit 101,864 11,284 113,148 Total segment assets 141,973 55,511 197,484 88 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) Year Ended December 31, Reconciliation 2023 2022 2021 Total gross profit $ 180,729 $ 103,361 $ 113,148 Less: Selling, general, and administrative expenses 124,236 100,306 88,559 Income from operations 56,493 3,055 24,589 Less: Unrealized gain/(loss) on derivative instruments ( 872 ) 6,606 2,093 Foreign currency gain/(loss) ( 251 ) 1,387 ( 2,088 ) Loss on extinguishment of debt — — ( 132 ) Interest income 2,581 51 127 Interest expense ( 31 ) ( 258 ) ( 360 ) Income before income taxes $ 57,920 $ 10,841 $ 24,229 Geographic Data: The following table provides information related to the Company’s net revenues by country, which is presented on the basis of the location that revenue from customers is recorded: Twelve Months Ended December 31, 2023 2022 2021 United States $ 401,974 $ 352,731 $ 323,891 All other countries(1) 91,638 75,056 55,622 Net sales $ 493,612 $ 427,787 $ 379,513 (1) No individual country is greater than 10% of total net sales for the years ended December 31, 2023, 2022 and 2021. The following table provides information related to the Company’s property and equipment, net by country: December 31, 2023 December 31, 2022 United States $ 729 $ 683 Ecuador 140 503 Singapore 1,081 1,288 All other countries(1) 186 105 Property and equipment, net $ 2,136 $ 2,579 (1) No individual country is greater than 10% of total property and equipment, net as of December 31, 2023 and 2022 . 89 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) 19. Related-Party Transactions Management Fees —The Company is subject to an arrangement with one of its stockholders for as long as such stockholder holds at least 5 % of the Company’s capital stock. Pursuant to the terms of the amended arrangement, the Company was required to make fixed annual management fee payments of $ 281 . On October 20, 2021, in connection with the IPO discussed in Note 1, the Stockholder’s Agreement was revised and the new Investor Rights Agreement does not include a management fee to this stockholder. For the year ended December 31, 2021, the Company had amounts due in accounts payable of $ 227 for the portion of the year prior to the execution of the new Investor Rights Agreement. Director Nominee Agreements - On May 24, 2022, two members of the board of directors appointed as nominees under the Investor Rights Agreement by Verlinvest Beverages SA, a stockholder of the Company, entered into nominee agreements instructing the Company to pay all cash and equity compensation earned in connection with their board of director services to Verlinvest Beverages SA. Based on the aforementioned nominee agreements, RSUs granted to these two directors will be held by them as nominees for Verlinvest Beverages SA and, upon vesting of the RSUs, the shares will be transferred to Verlinvest Beverages SA. The nominee agreements are primarily between the directors and Verlinvest Beverages SA. The Company is a party to this arrangement solely to agree to the manner in which it would satisfy the compensation obligations to these directors. As of December 31, 2023, there is only one active member of the board of directors that is subject to this nominee agreement. Registration Rights and Underwriting Agreements - Under the Registration Rights agreement by and among the Company, Verlinvest Beverages SA ("Verlinvest") and certain other investors, in connection with each demand registration, piggyback or shelf offering, the Company agreed to reimburse the holders of registrable securities for the reasonable fees and disbursements of not more than one law firm. As part of the two secondary offerings during 2023, the Company also entered into underwriting agreements, to which Verlinvest was a party. In connection with the secondary share offering by Verlinvest in May 2023, Verlinvest agreed to waive its right to reimbursement of legal fees for its counsel, and those expenses, in the amount of $ 140 , were not reimbursed by the Company. Distribution Agreement with Shareholder – On October 1, 2019 the Company entered into a distribution agreement with one of its stockholders, which extended through December 31, 2022 and has been continued upon the mutual agreement of each party. The distribution agreement grants the stockholder the right to sell, resell and distribute designated products supplied by the Company within a specified territory. During the year ended December 31, 2023, the stockholder's ownership in the Company became less than 5%. The amount of revenue recognized related to this distribution agreement was $ 4,048 , $ 6,375 , and $ 6,247 for the years ended December 31, 2023, 2022 and 2021, respectively. The amounts due from the stockholder in Accounts Receivable, net were $ 244 and $ 753 as of December 31, 2023 and 2022 respectively. Amounts payable to the stockholder in Accounts payable were $ 0 and $ 38 as of December 31, 2023 and 2022 respectively. Related to this distribution arrangement, the Company and the stockholder have a service agreement where the Company shares in the compensation costs of the stockholder’s employee managing the China market. The Company recorded $ 151 , $ 234 and $ 215 for the years ended December 31, 2023, 2022 and 2021, respectively, in selling, general, and administrative expenses for this service agreement . 90 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) 20. Asset held for sale The asset group held for sale consists of a farm in Ecuador which was the source of Guayusa leaves for our Runa products. Since the Company is able to source Guayusa through alternative means to produce the Runa products, as of September 30, 2022, the Company committed to a plan for disposal through sale. The Company performed a fair value assessment on the asset group held for sale consisting of land, a production plant, equipment and inventory. The Company obtained a valuation of the assets and adjusted the carrying amount down to their fair value less costs to sell, which resulted in a $ 619 impairment loss recorded in SG&A during the third quarter of 2022. The remaining carrying amount as of December 31, 2023 and December 31, 2022 is listed below. These assets held for sale did not qualify for discontinued operations reporting. As of September 30, 2023, since the asset has been held for sale beyond one year, the Company has reclassified it as held and used within property, plant and equipment and remeasured it at its fair value of $ 140 , which resulted in an additional $ 363 impairment loss. December 31, 2023 December 31, 2022 Asset held for sale - land $ — $ 503 91 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) 21. Leases The Company leases certain office space and machinery and equipment. Leases with an initial term of 12 months or less are not recognized on the Consolidated Balance Sheets. In January 2016, the Company entered into an operating lease for office space in New York, New York, which was set to expire in January 2023. In June 2022, the Company extended its lease agreement for the New York office to April 30, 2025 and remeasured the lease liability and right-of-use asset as of June 30, 2022. The Company pays for its proportionate share of building operating costs such as maintenance, utilities, and insurance that are treated as variable costs and excluded from the measurement of the lease. The Company also maintains additional leases for office space and equipment in London and Singapore, which are operating leases. On March 31, 2022, the Company renewed the lease for the Singapore office, extending it through June 30, 2025, which is reflected in the lease term. As of December 31, 2023, the Company did not have any additional operating leases that have not yet commenced with future undiscounted lease payments. The components of lease cost, which are included within operating expenses in the accompanying consolidated statements of operations, are summarized in the following table (in thousands). Any variable lease costs are immaterial. Year Ended December 31, 2023 Year Ended December 31, 2022 Operating lease cost $ 1,102 $ 1,124 The following table summarizes supplemental balance sheet information for the Company’s operating leases: Line Item in Balance Sheet As of December 31, 2023 As of December 31, 2022 Noncurrent assets: Operating lease right-of-use assets Right-of-use assets $ 1,406 $ 2,679 Current liabilities: Current portion of operating lease liabilities Accrued expenses $ 1,189 $ 734 Noncurrent liabilities: Non-current portion of operating lease liabilities Other long-term Liabilities $ 438 $ 2,052 The following summarizes the weighted average remaining lease term and weighted average discount rate related to the Company’s right-of-use assets and lease liabilities recorded on the balance sheet as of December 31, 2023 : As of December 31, 2023 Weighted-average remaining lease terms 1.36 Weighted average discount rate 2.2 % The following table summarizes supplemental cash flow information for the Company’s operating leases: As of December 31, 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 952 92 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2023: Year ending December 31, Maturity of Lease Payments 2024 $ 1,229 2025 441 2026 — 2027 — Thereafter — Total lease payments $ 1,670 Less: imputed interest ( 43 ) Total lease liabilities $ 1,627 93 Table of Contents THE VITA COCO COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 (Amounts in thousands, except for share and per share data) 22. Subsequent Events On October 30, 2023, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $ 40,000 of Common Stock. As of December 31, 2023, the Company repurchased 30,000 shares at a cost of $ 773 under this program as discussed in Note 14, Stockholders' Equity . During January 2024, the Company acquired an additional 391,544 shares at a aggregate cost of $ 9,235 , with an average share price of $ 23.59 . Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None