What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-10-30 compared with 2024-08-01 · 130 added, 84 removed, 507 unchanged (30% of the section changed)

4 unchanged sentences

(Amounts in thousands, except share data)

September 30,

2024 December 31,

1 unchanged sentence

Cash and cash equivalents $ 156,706 $ 132,537

Accounts receivable, net of allowance of $ 2,992 at June 30, 2024, and $ 2,486 at December 31, 2023

Accounts receivable, net of allowance of $ 2,257 at September 30, 2024, and $ 2,486 at December 31, 2023

78,600 50,086

25 unchanged sentences

500,000,000 shares authorized;

63,403,113 and 63,135,453 shares issued at June 30, 2024 and December 31, 2023, respectively 56,775,369 and 56,899,253 shares outstanding at June 30, 2024 and December 31, 2023, respectively

63,472,285 and 63,135,453 shares issued at September 30, 2024 and December 31, 2023, respectively 56,731,839 and 56,899,253 shares outstanding at September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital 169,736 161,414

1 unchanged sentence

Accumulated other comprehensive loss 156 ( 649 )

Treasury stock, 6,627,744 shares at cost as of June 30, 2024, and 6,236,200 shares at cost as of December 31, 2023.

( 68,936 ) ( 59,701 )

Total stockholders’ equity attributable to The Vita Coco Company, Inc.

Treasury stock, 6,740,446 shares at cost as of September 30, 2024, and 6,236,200 shares at cost as of December 31, 2023.

( 71,731 ) ( 59,701 )

Total stockholders’ equity 252,120 202,437

Total liabilities and stockholders’ equity $ 353,147 $ 285,682

4 unchanged sentences

(Amounts in thousands, except for share and per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

25 unchanged sentences

(Amounts in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

35 unchanged sentences

54,528,785 $ 545 8,113,105 $ 81 62,641,890 $ 626 $ 152,187 $ 78,805 $ ( 885 ) 6,206,200 $ ( 58,928 ) $ 171,805

Net income — — — — — — — 15,164 — — — 15,164

Stock-based compensation expense — — — — — — 2,862 — — — — 2,862

Exercise of stock awards

320,315 3 — — 320,315 3 3,195 — — — — 3,198

Foreign currency translation adjustment — — — — — — — — ( 426 ) — — ( 426 )

Balance at September 30, 2023

54,849,100 $ 548 8,113,105 $ 81 62,962,205 $ 629 $ 158,244 $ 93,969 $ ( 1,311 ) 6,206,200 $ ( 58,928 ) $ 192,603

Balance at December 31, 2023

1 unchanged sentence

Net income — — — — — — — 14,238 — — — 14,238

Purchase of treasury stock — — — — — — — — — 391,544 ( 9,235 ) ( 9,235 )

Purchase of Treasury Shares — — — — — — — — — 391,544 ( 9,235 ) ( 9,235 )

Stock-based compensation — — — — — — 2,109 — — — — 2,109

5 unchanged sentences

Net income — — — — — — — 19,093 — — — 19,093

Purchase of treasury stock — — — — — — — — — — — —

Loan to Shareholder — — — — — — — — — — —

Stock-based compensation — — — — — — 2,399 — — — — 2,399

3 unchanged sentences

55,290,008 $ 553 8,113,105 $ 81 63,403,113 $ 634 $ 166,863 $ 134,073 $ ( 628 ) 6,627,744 $ ( 68,936 ) $ 232,006

Net income — — — — — — — 19,251 — — — 19,251

Purchase of Treasury Shares — — — — — — — — — 112,702 ( 2,795 ) ( 2,795 )

Stock-based compensation — — — — — — 2,141 — — — — 2,141

Exercise of stock awards

69,172 1 — — 69,172 1 732 — — — — 733

Foreign currency translation adjustment — — — — — — — — 784 — — 784

Balance at September 30, 2024

55,359,180 $ 554 8,113,105 $ 81 63,472,285 $ 635 $ 169,736 $ 153,324 $ 156 6,740,446 $ ( 71,731 ) $ 252,120

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

(Amounts in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

6 unchanged sentences

Stock-based compensation 6,649 7,126

Impairment loss on assets held for sale — 363

Noncash lease expense 764 966

11 unchanged sentences

Proceeds from exercise of stock awards

Cash received (paid) on notes payable ( 8 ) ( 12 )

Cash paid on notes payable

( 10 ) ( 18 )

Cash paid to acquire treasury stock ( 12,030 ) —

6 unchanged sentences

$ 157,964 $ 95,213

1 Includes $ 334 and $ 326 of restricted cash as of June 30, 2024 and 2023, respectively, that were included in other current assets.

1 Includes $ 1,258 and $ 328 of restricted cash as of September 30, 2024 and 2023, respectively, that were included in other current assets.

See accompanying notes to the condensed consolidated financial statements.

15 unchanged sentences

The Company has ten wholly-owned subsidiaries, including four wholly-owned Asian subsidiaries established between fiscal 2012 and 2015, four North American subsidiaries established between 2012 and 2018, All Market Europe, Ltd.

(“AME”) in the United Kingdom, and one subsidiary in Germany established during 2024.

(“AME”) in the United Kingdom established 2009, and one subsidiary in Germany established during 2024.

Unaudited interim financial information

5 unchanged sentences

These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other interim period or for any other future year.

The condensed consolidated balance sheet as of June 30, 2024 is unaudited and should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2023.

During the six months ended June 30, 2024, there were no significant changes to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023 .

The condensed consolidated balance sheet as of September 30, 2024 is unaudited and should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2023.

During the nine months ended September 30, 2024, there were no significant changes to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023 .

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 unchanged sentences

Preparation of condensed 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 condensed 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 condensed consolidated financial statements.

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 condensed consolidated financial statements.

Management must apply significant judgment in this process.

12 unchanged sentences

A material default in payment, a material reduction in purchases 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 in aggregate represented 49 % and 53 % of total net sales for the six months ended June 30, 2024 and 2023, respectively.

In addition, the two customers in aggregate also accounted for 45 % and 43 % of total accounts receivable as of June 30, 2024 and December 31, 2023, respectively.

The Company is exposed to concentration of credit risk from its major customers for which two customers in aggregate represented 48 % and 51 % of total net sales for the nine months ended September 30, 2024 and 2023, respectively.

In addition, the two customers in aggregate also accounted for 37 % and 43 % of total accounts receivable as of September 30, 2024 and December 31, 2023, respectively.

The Company has not experienced credit issues with these customers.

16 unchanged sentences

Total $ 3,968 $ 2,898 $ 1,070

As of September 30, 2024, the Company signed a lease agreement for a new office in New York, NY.

The operating lease will commence in fiscal year 2025, ending in 2034 with an option to extend for an additional two years .

Total undiscounted future payments for this new office lease are $ 15,766 .

Additionally upon signing the agreement, the Company was required to establish a line of credit of $ 920 as a security deposit which may be used in case of delinquency.

As of September 30, 2024, the Company has established the letter of credit and accounted $ 920 as restricted cash.

Recently Issued Accounting Pronouncements

23 unchanged sentences

These condensed consolidated financial statements include accruals for these promotion and discounts.

The accruals are made for invoices that have not yet been received as of the end of the reporting period and are recorded as a reduction of sales, and are based on contract terms and our historical experience with similar programs and require management judgment with respect to estimating customer and consumer participation and performance levels.

The accruals are made for invoices that have not yet been received as of the end of the reporting period and are

recorded as a reduction of sales, and are based on contract terms and our historical experience with similar programs and require management judgment with respect to estimating customer and consumer participation and performance levels.

Disaggregation of Revenue

The following table disaggregates net revenue by product type and reportable segment:

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Americas International Consolidated

3 unchanged sentences

Total $ 112,246 $ 20,660 $ 132,906

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Americas International Consolidated

3 unchanged sentences

Total $ 120,646 $ 17,418 $ 138,064

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Americas International Consolidated

3 unchanged sentences

Total $ 332,839 $ 55,881 $ 388,720

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Americas International Consolidated

4 unchanged sentences

Inventory consists of the following:

September 30,

2024 December 31,

3 unchanged sentences

Goodwill consists of the following:

September 30,

2024 December 31,

3 unchanged sentences

The Company has not recognized any impairment since acquisition.

The table below details the outstanding balances on the Company’s debt as of June 30, 2024 and December 31, 2023:

The table below details the outstanding balances on the Company’s debt as of September 30, 2024 and December 31, 2023:

September 30,

2024 December 31,

11 unchanged sentences

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).

As of June 30, 2024 and December 31, 2023, the Company had no outstanding balance and $ 60 million undrawn and available under its amended 2020 Credit Facility.

The Company incurred no interest expense for the 2020 Credit Facility for the six months ended June 30, 2024 and June 30, 2023, respectively.

The unused commitment fee for the 2020 Credit Facility amounted to $ 15 and $ 15 for the three months ended June 30, 2024 and June 30, 2023, respectively.

The unused commitment fee for the 2020 Credit Facility amounted to $ 30 and $ 30 for the six months ended June 30, 2024 and June 30, 2023, respectively.

As of September 30, 2024 and December 31, 2023, the Company had no outstanding balance and $ 60 million undrawn and available under its amended 2020 Credit Facility.

The Company incurred no interest expense for the 2020 Credit Facility for the nine months ended September 30, 2024 and September 30, 2023, respectively.

The unused commitment fee for the 2020 Credit Facility amounted to $ 15 and $ 15 for the three months ended September 30, 2024 and September 30, 2023, respectively.

The unused commitment fee for the 2020 Credit Facility amounted to $ 46 and $ 46 for the nine months ended September 30, 2024 and September 30, 2023, respectively.

The 2020 Credit Facility is collateralized by substantially all of the Company’s assets.

8 unchanged sentences

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 June 30, 2024, the Company was in compliance with all financial covenants.

As of September 30, 2024, the Company was in compliance with all financial covenants.

Vehicle Loans

1 unchanged sentence

Interest rates on these vehicle loans range from 4.56 % to 5.68 %.

The outstanding balance on the vehicle loans as of June 30, 2024 was less than $ 0.1 million.

The outstanding balance on the vehicle loans as of September 30, 2024 was less than $ 0.1 million.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

Litigation —The Company may engage in various litigation matters in the ordinary course of business.

The Company intends to vigorously defend itself in such matters, based upon the advice of legal counsel, and is of the opinion that the resolution of these matters will not have a material effect on the condensed 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 Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable.

The Company also discloses when it is reasonably possible that a material loss may be incurred.

As of June 30, 2024 and December 31, 2023, the Company has not recorded any liabilities relating to such legal matters.

As of September 30, 2024 and December 31, 2023, 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.

2 unchanged sentences

Net sales Accounts receivable

Six Months Ended June 30, June 30,

Nine Months Ended September 30, September 30,

2024 December 31,

3 unchanged sentences

As discussed in Note 10, Stockholders' Equity , the same customer also was granted 200,000 restricted stock awards at the time of the IPO, of which 100,000 vested on March 31, 2023 and 100,000 vested on March 31, 2024.

The customer continues to hold less than 5% ownership in the Company as of June 30, 2024.

The customer continues to hold less than 5% ownership in the Company as of September 30, 2024.

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.

1 unchanged sentence

Major Suppliers — The Company’s suppliers that accounted for 10% or more of the Company’s purchases were as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

Supplier A 19 % 20 %

5 unchanged sentences

The ineffective portion of a derivative instrument’s change in fair value is immediately recognized in earnings.

As of June 30, 2024 and December 31, 2023, the Company did not have any derivative instruments that it had designated as fair value or cash flow hedges.

As of September 30, 2024 and December 31, 2023, the Company did not have any derivative instruments that it had designated as fair value or cash flow hedges.

The Company is subject to the following currency risks:

Malaysian ringgit ("MYR") and Thai baht ("THB"), the Company's subsidiary, All Market Singapore Pte.

Inventory Purchases from Brazilian, Malaysian and Thai 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"), Malaysian ringgit ("MYR") and Thai baht ("THB"), the Company's subsidiary, All Market Singapore Pte.

("AMS"), enters a series of forward currency swaps to buy BRL, MYR and THB.

2 unchanged sentences

The notional amount and fair value of all outstanding derivative instruments in the condensed consolidated balance sheets consist of the following at:

June 30, 2024

September 30, 2024

Derivatives not designated as

3 unchanged sentences

Foreign currency exchange contracts

Receive USD/pay EUR $ 4,279 $ 55 Derivative assets

Receive THB/sell USD $ 21,324 $ 1,298 Derivative assets

Receive USD/pay CAD 6,442 1 Derivative assets

1 unchanged sentence

Receive BRL/sell USD $ 42,900 $ ( 2,999 ) Derivative liabilities

Receive THB/sell USD 18,647 ( 1,243 ) Derivative liabilities

Receive USD/pay GBP 22,063 ( 1,375 ) Derivative liabilities

Receive USD/pay EUR 6,691 ( 159 ) Derivative liabilities

December 31, 2023

10 unchanged sentences

Receive USD/pay CAD 7,666 ( 89 ) Derivative liabilities

The amount and location of realized and unrealized gains and losses of the derivative instruments in the condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 are as follows:

Three Months Ended June 30,

The amount and location of realized and unrealized gains and losses of the derivative instruments in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 are as follows:

Three Months Ended September 30,

Unrealized gain/(loss) on derivative instruments $ 2,592 $ ( 3,959 )

6 unchanged sentences

gain/(loss) Foreign currency

Six Months Ended June 30,

Nine Months Ended September 30,

Unrealized gain/(loss) on derivative instruments $ ( 5,896 ) $ ( 1,758 )

20 unchanged sentences

The Company’s valuation methodology for forward currency swap contracts is based upon third-party institution data.

The Company’s fair value hierarchy for those assets (liabilities) measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023, is as follows:

The Company’s fair value hierarchy for those assets (liabilities) measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023, is as follows:

Level 1 Level 2 Level 3 Total

1 unchanged sentence

Swaps/Contracts

June 30, 2024 $ — $ ( 5,825 ) $ — $ ( 5,825 )

September 30, 2024 $ — $ ( 3,234 ) $ — $ ( 3,234 )

December 31, 2023 $ — $ 2,663 $ — $ 2,663

2 unchanged sentences

Common and Treasury 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 June 30, 2024 and December 31, 2023, the Company held 6,627,744 and 6,236,200 shares, respectively, in treasury stock.

As of June 30, 2024 and December 31, 2023, the Company had 3,219,779 and 3,124,326 shares, respectively, of Common Stock available for issuance upon the conversion of outstanding equity awards under the 2021 Incentive Award Plan ("2021 Plan").

As of September 30, 2024 and December 31, 2023, the Company held 6,740,446 and 6,236,200 shares, respectively, in treasury stock.

As of September 30, 2024 and December 31, 2023, the Company had 3,257,423 and 3,124,326 shares, respectively, of Common Stock available for issuance upon the conversion of outstanding equity awards under the 2021 Incentive Award Plan ("2021 Plan").

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.

3 unchanged sentences

The Program has no time limits and may be suspended or discontinued at any time.

The Company repurchased no shares under this Program during the three months ended June 30, 2024.

The Company repurchased 391,544 shares under this Program at a cost of $ 9,235 during the six months ended June 30, 2024.

The Company repurchased 112,702 shares under this Program during the three months ended September 30, 2024.

The Company repurchased 504,246 shares under this Program at a cost of $ 12,030 during the nine months ended September 30, 2024.

The Company repurchased 30,000 shares under this Program at a cost of $ 773 during the year ended December 31, 2023.

As of June 30, 2024, the Company had $ 29,992 remaining under this Program.

As of September 30, 2024, the Company had $ 27,196 remaining under this Program.

On May 23, 2023, the Company entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Evercore Group L.L.C.

5 unchanged sentences

The Company did not receive any of the proceeds from the sale of the shares.

Additionally, the Company incurred $ 856 of administrative expenses related to the Offering, which were expensed in the six months ended June 30, 2023.

Additionally, the Company incurred $ 856 of administrative expenses related to the Offering, which were expensed in the nine months ended September 30, 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”).

13 unchanged sentences

The 2021 Plan provides for the grant of stock options, including ISOs and nonqualified stock options ("NSOs"), restricted stock, dividend equivalents, stock payments, restricted stock units ("RSUs"), other incentive awards, stock appreciation rights ("SARs"), and cash awards.

As of June 30, 2024, only stock options, restricted stock, and RSU's have been granted under the 2021 Plan.

The Company recognized stock-based compensation expense of $ 2,399 and $ 1,951 for the three months ended June 30, 2024 and 2023, respectively, in selling, general and administrative expenses.

Additionally, the stock compensation expense of $ 4,357 and $ 3,248 was recognized for the six months ended June 30, 2024 and 2023, respectively, in selling, general and administrative expenses.

For the RSUs previously granted to a major customer, $ 0 and $ 151 was recognized for the three months ended June 30, 2024 and June 30, 2023, respectively, as stock-based sales incentive based on guidance in ASC 606 and reflected as a reduction in the transaction price revenue.

The Company recognized $ 151 and $ 1,016 for the six months ended June 30, 2024 and 2023, respectively, as a reduction in transaction price revenue for this major customer.

As of September 30, 2024, only stock options, restricted stock, and RSU's have been granted under the 2021 Plan.

For the three and nine months ended September 30, 2024 and 2023, the Company recorded stock compensation costs totaling:

Three months ended

September 30,

Nine months ended

September 30,

2024 2023 2024 2023

Reduction in Revenue (1)

$ — $ 153 $ 151 $ 1,169

Selling, General & Administrative Expenses

$ 2,141 $ 2,709 $ 6,498 $ 5,957

Total Stock Compensation Expense

$ 2,141 $ 2,862 $ 6,649 $ 7,126

1 The cost recognized as a reduction in revenue is related to the RSUs previously granted to a major customer based on guidance in ASC 606 as stock based sales incentive.

Option Awards with Service-based Vesting Conditions

1 unchanged sentence

The options awarded to the employees have differing vesting schedules as specified in each grant agreement.

There were 168,076 new service-based stock option awards granted during the six months ended June 30, 2024.

Exercises of stock options during the three months ended June 30, 2024, and 2023 were 72,588 and 202,467 , respectively.

Exercises of stock options during the six months ended June 30, 2024, and 2023 were 86,548 and 268,990 , respectively.

There were 168,076 new service-based stock option awards granted during the nine months ended September 30, 2024.

Exercises of stock options during the three months ended September 30, 2024, and 2023 were 61,763 and 314,210 , respectively.

Exercises of stock options during the nine months ended September 30, 2024, and 2023 were 148,311 and 583,201 , respectively.

Option Awards with Performance and Market-based Vesting Conditions

1 unchanged sentence

There were also stock option awards granted in 2019 to the current Chief Executive Officer ("CEO") containing performance and market vesting conditions vesting upon occurrence of an IPO or other qualifying liquidity event and upon achieving a predetermined equity value of the Company, which fully vested as of July 31, 2023.

There were no new stock option awards granted during the six months ended June 30, 2024 with performance-based vesting conditions.

There were no new stock option awards granted during the nine months ended September 30, 2024 with performance-based vesting conditions.

Service & Performance based Restricted Stock and RSUs

4 unchanged sentences

or (ii) the first anniversary of the date of grant.

During the six months ended June 30, 2024 and June 30, 2023, the Company also granted RSUs that contain performance-based vesting conditions, subject to achievement of various performance goals in the future, specifically net sales growth and Adjusted EBITDA targets.

Also included in these awards are shares of restricted Common Stock valued at $ 3,000 granted at the time of the IPO to entities affiliated with a significant customer, at a price per share granted at the IPO of $ 15.00 , or 200,000 restricted shares, in connection with an amendment to extend the distributor agreement term to June 10, 2026.

During the nine months ended September 30, 2024 and September 30, 2023, the Company also granted RSUs that contain performance-based vesting conditions, subject to achievement of various performance goals in the future, specifically net sales growth and Adjusted EBITDA targets.

shares, in connection with an amendment to extend the distributor agreement term to June 10, 2026.

Since the distribution agreement had not been terminated by either party for cause as of March 31, 2023, 50 % of the shares were released on March 31, 2023.

The remaining 50 % were 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.

During the six months ended June 30, 2024, there were 259,221 service based and 58,365 performance based RSUs granted, which had an aggregate grant date fair value of $ 8,348 .

During the three months ended June 30, 2024 and June 30, 2023, awards vested were 18,788 and 28,390 , respectively.

During the six months ended June 30, 2024 and June 30, 2023, awards vested were 181,112 and 147,649 , respectively, which includes service based RSUs and restricted stock of the major customer.

For the three months ended June 30, 2024 and 2023, the Company recorded income tax expense of $ 6,416 and $ 4,269 , respectively, in its condensed consolidated statements of operations.

For the six months ended June 30, 2024 and 2023, the Company recorded $ 10,193 and $ 6,090 , respectively, in income tax expense in its condensed consolidated statements of operations.

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.

During the nine months ended September 30, 2024, there were 259,221 service based and 58,365 performance based RSUs granted, which had an aggregate grant date fair value of $ 8,348 .

During the three months ended September 30, 2024 and September 30, 2023, awards vested were 7,275 and 6,105 , respectively.

During the nine months ended September 30, 2024 and September 30, 2023, awards vested were 188,387 and 153,754 , respectively, which includes service based RSUs and restricted stock of the major customer.

For the three months ended September 30, 2024 and 2023, the Company recorded income tax expense of $ 6,362 and $ 4,011 , respectively, in its condensed consolidated statements of operations.

For the nine months ended September 30, 2024 and 2023, the Company recorded $ 16,555 and $ 10,101 , respectively, in income tax expense in its condensed consolidated statements of operations.

In assessing the recoverability of its deferred tax assets, the Company continually evaluates all available positive and negative evidence to assess the amount of deferred tax assets for which it is more likely than not to realize a benefit.

For any deferred tax asset in excess of the amount for which it is more likely than not that the Company will realize a benefit, the Company establishes a valuation allowance.

As of June 30, 2024 and December 31, 2023, there was a $ 106 liability for income tax uncertainties recorded in the Company's consolidated balance sheets.

As of September 30, 2024 and December 31, 2023, there was a $ 106 liability for income tax uncertainties recorded in the Company's consolidated balance sheets.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.

The Company does not expect its uncertain tax positions to change significantly over the next twelve months.

The Company recognized no interest and penalties related to income tax uncertainties in its consolidated balance sheets or consolidated statement of operations for the three and six months ended June 30, 2024 and 2023.

The Company is subject to income tax examinations by the Internal Revenue Service ("IRS") and various state and local jurisdictions for the open tax years between December 31, 2019 and December 31, 2022.

2 unchanged sentences

Three months ended

Six months ended

September 30,

Nine months ended

September 30,

2024 2023 2024 2023

7 unchanged sentences

Three months ended

Six months ended

September 30,

Nine months ended

September 30,

2024 2023 2024 2023

11 unchanged sentences

All intercompany transactions between the segments have been eliminated.

Information about the Company’s operations by operating segment as of the three and six months ended June 30, 2024 and 2023 is as follows:

Three Months Ended June 30, Six Months Ended June 30,

Information about the Company’s operations by operating segment as of the three and nine months ended September 30, 2024 and 2023 is as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

5 unchanged sentences

International 7,999 5,963 20,833 16,460

As of June 30,

As of September 30,

As of December 31,

2 unchanged sentences

International 117,741 75,698

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Reconciliation 2024 2023 2024 2023

9 unchanged sentences

The following table provides information related to the Company’s net sales by country, which is presented on the basis of the location that revenue from customers is recorded:

Six Months Ended June 30, 2024 2023

Nine Months Ended September 30, 2024 2023

United States $ 311,168 $ 316,923

3 unchanged sentences

Net sales $ 388,720 $ 387,468

(1) No individual country is greater than 10% of total net sales for the six months ended June 30, 2024 and 2023.

(1) No individual country is greater than 10% of total net sales for the nine months ended September 30, 2024 and 2023.

The following table provides information related to the Company’s property and equipment, net by country:

September 30,

2024 December 31,

4 unchanged sentences

$ 2,440 $ 2,136

(1) No individual country is greater than 10% of total property and equipment, net as of June 30, 2024 and December 31, 2023.

(1) No individual country is greater than 10% of total property and equipment, net as of September 30, 2024 and December 31, 2023.

RELATED-PARTY TRANSACTIONS

7 unchanged sentences

In connection with the secondary share offering by Verlinvest in November 2023, in April 2024, Verlinvest agreed to waive its right to reimbursement of legal fees for its counsel, and those expenses, in the amount of $ 324 , were not reimbursed by the Company.

INVESTMENT IN UNCONSOLIDATED JOINT VENTURE

In accordance with ASC 323, Investments - Equity Method and Joint Ventures, investments in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for using the equity method, with the Company’s share of earnings or losses reported in the condensed consolidated statements of operations.

Through one of its subsidiaries, the Company has a 60 % joint venture interest in a company, Coco Ventures Limited, which provides for the development, marketing, distribution and branding of coconut water-based products under the Vita Coco brand in the People’s Republic of China.

It is anticipated that Coco Ventures will initially purchase coconut water products from the Company.

The Company acquired this interest on August 2, 2024, the date on which the Company obtained significant influence, for $ 0.6 million to be paid in cash within one year.

The Company will record the initial investment in the joint venture upon cash payment.

Since the Company is deemed not to have a controlling interest in Coco Ventures Limited, the Company’s investment will be accounted using the equity method of accounting in accordance with ASC 323.

As of September 30, 2024, Coco Ventures Limited had not completed any activity and had no operations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements