What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-26 compared with 2024-02-29 · 273 added, 356 removed, 960 unchanged (40% of the section changed)

8 unchanged sentences

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Non-Controlling Interests and Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

52 unchanged sentences

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.

3 unchanged sentences

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 tested the effectiveness of management’s controls over the estimation and 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 selected a sample of subsequent credits submitted by customers,inspected relevant source documents and compared to recorded amounts.

• 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.

15 unchanged sentences

Derivative assets 1,382 3,876

Asset held for sale — 503

Prepaid expenses and other current assets 27,236 24,160

28 unchanged sentences

( 71,731 ) ( 59,701 )

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

$ 202,437 $ 141,093

Total stockholders’ equity $ 258,817 $ 202,437

Total liabilities and stockholders’ equity $ 362,381 $ 285,682

17 unchanged sentences

Foreign currency gain/(loss) ( 1,571 ) ( 251 ) 1,387

Loss on extinguishment of debt — — ( 132 )

Interest income 6,715 2,581 51

4 unchanged sentences

Net income $ 55,952 $ 46,629 $ 7,814

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

15 unchanged sentences

Foreign currency translation adjustment ( 211 ) 345 ( 378 )

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.

3 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

3 unchanged sentences

Stock Additional

Capital Loan to

Shareholder Retained

Capital Retained

Deficit) Accumulated

2 unchanged sentences

Stockholders'

to The Vita Coco Company, Inc.

Non- controlling

Subsidiary Total

Stockholders'

Shares $Amount Shares $Amount Shares $Amount Shares $Amount

1 unchanged sentence

Net income — — — — — — — 7,814 — — — 7,814

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 — — — — — — 7,384 — — — — 7,384

Exercise of stock awards 460,668 4 — — 460,668 4 3,096 — — — — 3,100

Acquisition of non-controlling interest 43,602 1 — — 43,602 1 ( 8 ) — — 13 — — 6 ( 59 ) ( 53 )

Foreign currency translation adjustment — — — — — — — — ( 378 ) — — ( 378 )

1 unchanged sentence

Net income — — — — — — — 46,629 — — — 46,629

Cumulative-effect adjustment related to the adoption of accounting guidance for credit losses — — — — — — — ( 1,070 ) — — — ( 1,070 )

Purchase of treasury stock — — — — — — — — — 30,000 ( 773 ) ( 773 )

Stock-based compensation — — — — — — 9,128 — — — — 9,128

3 unchanged sentences

Net income — — — — — — — 55,952 — — — 55,952

Cumulative-effect adjustment related to the adoption of accounting guidance for credit losses — — — — — — — — ( 1,070 ) — — — ( 1,070 ) — ( 1,070 )

Purchase of treasury stock — — — — — — — — — 504,246 ( 12,030 ) ( 12,030 )

23 unchanged sentences

Deferred tax expense 644 ( 2,382 ) ( 3,081 )

Loss on extinguishment of debt — — 132

Changes in operating assets and liabilities:

10 unchanged sentences

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

2 unchanged sentences

Repayments of borrowings on credit facility — — ( 22,000 )

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 ( 13 ) ( 23 ) ( 28 )

Cash paid to acquire treasury stock ( 12,030 ) ( 773 ) —

Cash paid to acquire portion of non-controlling interest — — ( 54 )

Net cash provided (used in) by financing activities

Net cash provided by (used in) financing activities

( 8,296 ) 6,290 3,034

16 unchanged sentences

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 ),.

Other products include coconut milk, coconut oil, water (under the brand name Ever & Ever ), protein infused fitness drinks (under the brand name PWR LIFT) and coconut as a commodity.

We also offered a natural energy drink (under the brand name Runa ), which we ceased selling in December 2023.

The Company was incorporated in Delaware as All Market Inc.

1 unchanged sentence

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.

In 2018, the Company purchased certain assets and liabilities of Runa , which was marketed and distributed primarily in the U.S.

until the Company ceased selling the brand in December 2023.

The Company completed an initial public offering (the "IPO") of common stock in October 2021.

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.

As a public benefit corporation, our Board 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 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, as well as All Market Europe, Ltd.

(“AME”) in the United Kingdom ("U.K.") established during 2009, and one subsidiary in Germany established during 2023.

Basis of Presentation

3 unchanged sentences

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.

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 rates, foreign exchange rates, potential tariffs and other import related fees, and inflationary cost environment may affect our global supply chain.

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.

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)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

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 estimation process may yield a range of reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

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.

18 unchanged sentences

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.

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

3 unchanged sentences

Shipping and handling costs were $ 13,100 , $ 13,261 and $ 13,387 for the years ended December 31, 2024, 2023, and 2022, 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.

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

Marketing and Promotional Expenses

Marketing and promotional expenses, including advertising expenses, consist of investments to grow our business and retain customers, including costs related to influencers, trade shows, product samples, advertising campaigns on social media and various other digital platforms, point of sale displays, and various event sponsorships.

Marketing and promotional expenses are recorded in selling, general and administrative expenses in the period they are incurred and were $ 31,343 , $ 35,460 , and $ 23,084 for the years ended December 31, 2024, 2023, and 2022, respectively.

Research and Development

16 unchanged sentences

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

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.

5 unchanged sentences

Net Income per Common Share

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

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.

11 unchanged sentences

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

2 unchanged sentences

The estimated useful lives of the Company’s property and equipment are as follows:

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

2 unchanged sentences

• Furniture and fixtures – 3 - 5 years

Intangible assets

Intangible assets consisted 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.

Impairment of Long-Lived Assets

1 unchanged sentence

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.

The Company’s long-lived 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

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

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.

The Company evaluates each of its acquisitions under the accounting framework in Accounting Standards Codification Topic 805, Business Combinations ("ASC 805").

8 unchanged sentences

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.

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 represents 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;

10 unchanged sentences

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.

It is the Company’s policy to conduct impairment testing based on its most current business plans, projected future revenues and cash flows,

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

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.

4 unchanged sentences

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.

The Company recorded an allowance of $ 1,557 and $ 345 as of December 31, 2024 and December 31, 2023, respectively.

Foreign Currency

9 unchanged sentences

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

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.

The fair value of these contracts is recorded in the consolidated balance sheets with a corresponding adjustment 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.

3 unchanged sentences

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

9 unchanged sentences

The Company has not experienced credit issues with these customers.

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

Recently Adopted Accounting Pronouncements

Segment Reporting

In November 2023, the Financial Accounting Standards Board ("FASB") issued 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 adopted the standard for the year ended December 31, 2024.

The adoption of the standard did not have a material impact on the Company’s consolidated statements of operations and disclosures.

The Company leases certain office space and machinery and equipment, which are primarily classified as operating leases.

4 unchanged sentences

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.

In February 2016, the 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.

4 unchanged sentences

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

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.

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 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.

8 unchanged sentences

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.

ASU 2016-13 was effective for the Company, as an 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

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

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.

9 unchanged sentences

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

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.

In November 2024, the FASB issued ASU 2024-03 , Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires expenses in the consolidated statement of operations to be disaggregated into functional categories and separate significant individual expense items that are material to the understanding of the financial statements.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026.

The Company is currently evaluating the impact of adopting ASU 2024-03 .

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

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.

Improvements to Income Tax Disclosures, which requires public entities to provide disclosure of specific categories in the rate reconciliation, detail out reconciling items that are equal to or greater than 5% of income from continuing operations before income tax expense multiplied by the applicable statutory income tax rate, and break out income taxes by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company will adopt the guidance on a prospective basis when it becomes effective.

The Company is currently evaluating the impact of adopting ASU 2023-09 .

8 unchanged sentences

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).

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

• Other – This product category consists of all other products, which included Runa (until we ceased selling it in December 2023), and includes Ever & Ever and PWR LIFT product offerings and Vita Coco product extensions beyond coconut water, coconut milk products, including the recently launched Vita Coco Treats, 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.

14 unchanged sentences

Total $ 430,245 $ 63,367 $ 493,612

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, 2022

12 unchanged sentences

Balance as of December 31, 2023 $ 2,486

Impact of ASC 326 adoption

Balance as of January 1, 2023 $ 3,552

Provision charged to operating results 3,135

Current period provision for expected credit losses

Account write-offs and other deductions, net of recoveries ( 3,197 )

Balance as of December 31, 2024 $ 2,255

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

Inventory consists of the following:

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Prepaid expenses and other current assets consist of the following:

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)

Tax receivables $ 5,737 $ 3,622

Contract assets 4,804 8,629

VAT receivables 1,032 1,054

Supplier prepaid

VAT receivables 1,790 1,032

Supplier incentives receivable

Restricted cash

Prepaid insurance 1,230 1,454

GST/HST receivable

Interest receivable

Other prepaid expenses 2,643 2,977

3 unchanged sentences

Property and equipment, net consist of the following:

Equipment and computer software and hardware $ 5,567 $ 5,137

Machinery and equipment

$ 2,271 $ 1,927

Computer software and hardware

Leasehold improvements 393 393

5 unchanged sentences

Property and equipment—net $ 2,351 $ 2,136

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

Depreciation expense related to property and equipment, net for the years ended December 31, 2024, 2023, and 2022 was $ 745 , $ 660 and $ 681 , respectively.

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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.

The Company’s goodwill is allocated to the Americas reporting unit and is tax deductible.

In December 31, 2024, 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, 2024, 2023, and 2022.

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

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.

Long-lived 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.

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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.

In 2022, the Company identified facts and circumstances indicating the carrying value of the intangible assets associated with the acquisition of Runa , including the trade names and distributor relationships, may not be recoverable, resulting in the determination that a triggering event had occurred.

The Company performed step 1 and 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.

Accordingly, the total net book value of these intangible assets of $ 6,714 was impaired in the year ended December 31, 2022 and was recorded in selling, general and administrative expenses on the Company’s consolidated statements of operations.

Intangible assets, net was $ 0 as of December 31, 2024 and December 31, 2023.

Amortization expense for the years ended December 31, 2024.

December 31, 2023 and December 31, 2022 was $ 0 , $ 0 and $ 1,220 , respectively, and was recorded in selling, general and administrative expenses on the Company's consolidated statements of operations.

ACCRUED EXPENSES

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Accrued promotions and marketing $ 22,380 $ 22,936

Payroll and benefits related expenses 11,012 3,814

Shipping and handling costs 11,932 5,957

Accrued trade payable 1,236 1,613

Current operating lease liabilities 1,189 734

VAT payable 2,103 1,599

Income tax payable 10,559 8,304

Payroll and benefits related expenses 10,388 11,012

VAT payable 2,652 2,103

Accrued professional fees 1,269 1,898

Accrued trade payable 1,242 1,236

Current operating lease liabilities 422 1,189

Other accrued expenses 4,759 4,898

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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.

As of December 31, 2024, the maturity date on the 2020 Credit Facility was May 12, 2026.

Starting in December 2022, borrowings on the 2020 Credit Facility bear interest at rates based on either:

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As of December 31, 2024 and December 31, 2023, 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

Unused commitment fee for the 2020 Credit Facility amounted to $ 61 for the year ended December 31, 2024.

Interest expense and unused commitment fee for the 2020 Credit

THE VITA COCO COMPANY, INC.

3 unchanged sentences

(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.

Facility amounted to $ 14 and $ 46 , respectively, for the year ended December 31, 2023.

Interest expense and unused commitment fee for the 2020 Credit Facility amounted to $ 255 and $ 51 , respectively, for the year ended December 31, 2022.

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As of December 31, 2024, 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.

On February 14, 2025, the 2020 Credit Facility was amended, extending the maturity five years to February 13, 2030, and amending the unused commitment fees to range from 0.125 % to 0.225 %.

Vehicle Loans

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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:

Aggregate future principal payments on the notes payable are as follows:

Total notes payable $ 13

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The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable.

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.

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

As of December 31, 2024 and 2023, the Company did not record 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:

Major Customers — The Company’s customers that accounted for 10% or more of total net sales and total accounts receivable attributable to the Americas reportable segment were as follows:

Net sales Accounts receivable

3 unchanged sentences

Customer B 23 % 23 % 24 % 17 % 23 %

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

One of the customers acquired less than 5% ownership in the Company upon consummation of the IPO.

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The customer continues to hold less than 5% ownership in the Company as of December 31, 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.

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.

In 2023, the Company agreed to start to discontinue the private label coconut water and coconut oil supply relationship with one of the significant customers as the terms required to retain the business were contrary to the long term margin targets.

However, at the request of this customer, the supply relationship continued for a significant portion of their private label coconut water needs in 2024.

The Company expects the number of regions that the Company services for private label to decrease in 2025.

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

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Supplier B 15 % 13 %

Supplier C 10 % 6 %

Supplier D 10 % 6 %

DERIVATIVE INSTRUMENTS

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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"), 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.

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:

THE VITA COCO COMPANY, INC.

3 unchanged sentences

(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.

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

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

December 31, 2024

3 unchanged sentences

Foreign currency exchange contracts

Receive BRL/sell USD $ 62,253 $ 3,876 Derivative assets

Receive USD/pay EUR $ 9,060 $ 458 Derivative assets

Receive USD/pay GBP 26,303 464 Derivative assets

Receive USD/pay CAD $ 8,486 $ 460 Derivative assets

Foreign currency exchange contracts

Receive THB/sell USD $ 28,066 $ ( 623 ) 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

Receive BRL/sell USD 35,443 ( 6,272 ) Derivative liabilities

December 31, 2023

3 unchanged sentences

Foreign currency exchange contracts

Receive USD/pay GBP $ 23,702 $ 1,104 Derivative assets

Receive BRL/sell USD $ 62,253 $ 3,876 Derivative assets

Receive USD/pay CAD $ 4,819 $ 188 Derivative assets

Foreign currency exchange contracts

Receive USD/pay EUR $ 604 $ ( 7 ) Derivative liabilities

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

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, 2024 and 2023 are as follows:

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)

2024 2023 2022

Unrealized gain (loss) on derivative instruments $ ( 8,176 ) $ ( 872 ) $ 6,606

Location Unrealized gain on derivative instruments Unrealized gain on derivative instruments Unrealized (loss) on derivative instruments

Foreign currency gain (loss) $ ( 1,067 ) $ 5,697 $ 2,682

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").

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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.

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

Based upon observability of the inputs used in valuation techniques, the Company’s assets and liabilities are classified as follows:

6 unchanged sentences

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, 2024 and 2023, is as follows:

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

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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.

In May 2023, 5,000,000 of the Company’s common stock were sold by Verlinvest Beverages SA (the “Selling Stockholder”) at $ 23.00 per share (the “Closing”) pursuant to an underwriting agreement (the “May Underwriting Agreement”).

Additionally, under the May Underwriting Agreement, the Selling Stockholder granted the underwriters an option exercisable to purchase up to an additional 750,000 shares from the Selling Shareholder at the public offering price which was exercised in full prior to the Closing.

In November 2023, the Selling Stockholder sold an additional 4,000,000 shares of the Company’s common stock at $ 27.61 per share pursuant to an underwriting agreement (the “November Underwriting Agreement”).

The Company did not receive proceeds from the sale of the shares under the May Underwriting Agreement or the November Underwriting Agreement.

For the year ended December 31, 2023, the Company recorded $ 1,525 of administrative expenses related to the May and November Underwriting Agreements, net of legal fee waiver of $ 140 related to May 2023 secondary offering.

These administrative expenses are included in Selling, general, and administrative expenses ("SG&A") in the consolidated statement of operations.

Additionally, the Selling Stockholder provided additional waiver of legal fees of $ 324 related to November 2023 secondary offering for the year ended December 31, 2024.

Treasury Stock - As of December 31, 2024 and 2023, the Company held 6,740,446 and 6,236,200 shares in treasury stock.

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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 14.

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

THE VITA COCO COMPANY, INC.

3 unchanged sentences

(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.

On October 30, 2023, the Board approved a share repurchase program ("Program") authorizing the Company to repurchase up to $ 40,000 of the Company's common stock.

Shares of the Company's 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 the Company's common stock repurchased under the Program will be placed in the Company's treasury shares.

The extent to which the Company repurchases shares of the Company's 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 504,246 shares under this program at a cost of $ 12,030 during the year ended December 31, 2024.

The Company repurchased 30,000 shares under this program at a cost of $ 773 during 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”).

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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.

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.

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;

The maximum number of shares of the Company's common stock available for issuance under the 2021 Plan is equal to the sum of (i) 3,431,312 shares of the Company's 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 the Company's common stock on the last day of the immediately preceding fiscal year and (B) such lesser amount as determined by the Board;

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.

Stock options, restricted stock, and RSU's were granted under 2021 Plan.

As of December 31, 2024, there were 3,254,762 shares of the Company's common stock reserved for future issuance pursuant to the 2021 Plan.

The Company recognized stock-based compensation expense of $ 8,771 , $ 7,805 and $ 6,134 for the years ended December 31, 2024, 2023 and 2022, respectively in selling, general, and administrative expenses.

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The following table summarizes the service-based stock option activity during the year ended December 31, 2024:

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

Options Weighted-

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Exercised 343,069 $ 10.92

Forfeited 14,397 $ 12.51

Forfeited or expired 68,953 $ 12.33

Outstanding—December 31, 2024 3,054,060 $ 13.14 6.1 72,588

Exercisable—December 31, 2024 2,261,544 $ 11.66 5.6 57,110

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, 2024 and 2023 was $ 10.52 per option and $ 7.29 per option, respectively.

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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

Fair Value of Common Stock — For stock awards granted subsequent to the IPO, the fair value of the Company's common stock assumed for the grant date fair value of the awards will be based on the closing price of the Company's 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 has determined the estimated fair value of the Company's 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

THE VITA COCO COMPANY, INC.

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(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.

financial performance, the lack of liquidity of capital stock, the likelihood of achieving an initial public offering and general and industry specific economic outlook.

The third-party common stock valuations were prepared using a combination of the income approach and market approach.

As of December 31, 2024, there was $ 2,103 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 1.8 years.

Stock Option Awards with Performance and Market-based Vesting Conditions

There are also stock option 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 years ended December 31, 2024 and 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.

9 unchanged sentences

Outstanding—December 31, 2023 1,144,436 $ 12.60

Granted 412,341 16.91

Exercised — —

4 unchanged sentences

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:

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.

The Company did not grant any performance based options for the year ended December 31, 2024.

The Company uses Black-Scholes option-pricing model to assess the fair value of the awards with performance-based vesting conditions pursuant to the 2021 Plan.

There were no performance based options grants for the year ended December 31, 2024.

THE VITA COCO COMPANY, INC.

3 unchanged sentences

(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.

As of December 31, 2024, total unrecognized compensation cost related to the unvested stock option awards containing performance conditions was $ 1,525 , which is expected to be recognized over the period of approximately 1.0 years.

Service & Performance Based Restricted Stock Awards ("RSUs")

RSUs were granted under the 2021 Plan.

and primarily vest based on continuous service.

The RSUs with service-based vesting conditions awarded to 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:

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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 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.

The aggregate grant date fair value of all RSUs granted during 2023 and 2022 was $ 4,169 and $ 4,445 , respectively.

The aggregate grant date fair value of service and performance based RSUs granted during 2024 and 2023 was $ 8,609 and $ 4,169 , respectively.

At December 31, 2024, there was $ 5,886 of unrecognized stock compensation expense related to non-vested service-based RSUs, which is expected to be recognized over a weighted average period of 1.9 years.

1 unchanged sentence

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.

The domestic and foreign components of the Company’s income before income taxes are as follows:

35 unchanged sentences

Valuation allowance ( 0.7 %) ( 0.4 %) 5.4 %

Return to provision — % — % ( 0.1 %)

Tax credits ( 5.2 %) ( 5.1 %) ( 0.6 %)

IPO costs — % — % 2.1 %

Other ( 0.4 %) — % 3.1 %

27 unchanged sentences

As of December 31, 2024 and 2023, 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.

A valuation allowance has been established against the net operating loss carryforwards which have been generated by our foreign jurisdictions.

As of December 31, 2024 and 2023, the Company had no U.S.

state and federal net operating loss carryforwards.

As of December 31, 2024 and 2023, the Company had net operating loss carryforwards related to foreign operations of $ 18,309 and $ 21,548 , respectively.

6 unchanged sentences

As of December 31, 2024 and 2023, there were $ 106 and $ 106 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 recognized interest and penalties related to income tax uncertainties of $ 37 and $ 37 in its consolidated balance sheets for years ended December 31, 2024 and 2023, 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, 2022 and December 31, 2024.

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The cumulative undistributed foreign earnings were not material as of December 31, 2024 and 2023.

During the second quarter of 2021, the Finance Act 2021 (the "Finance Act") was enacted in the United Kingdom.

During 2021, the Finance Act 2021 (the "Finance Act") was enacted in the U.K.

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.

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 (“CAMT”) on global adjusted financial statement income and a 1% excise tax on share repurchases.

On December 12, 2022, the European Union member states also reached an agreement to implement the Organization for Economic Cooperation and Development's ("OECD") reform of international taxation known as GloBE, which broadly mirrors the Inflation Reduction Act by imposing a 15% global minimum tax on multinational companies.

The impact of these changes was not material as of December 31, 2024.

EARNINGS PER SHARE

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Earnings per share—diluted $ 0.94 $ 0.79 $ 0.14

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:

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 potentially dilutive securities have been excluded from the computation of diluted weighted-average number of common shares outstanding, as they would be anti-dilutive:

Year Ended December 31,

2024 2023 2022

Options to purchase common stock 310,953 1,880,904 1,288,350

Stock options and restricted stock awards

210,933 310,953 1,880,904

EMPLOYEE BENEFIT PLAN

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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.

The Company matches contributions up to 3 % of each employee’s earnings, which vest over two years .

Matching contributions were $ 845 , $ 616 and $ 592 for the years ended December 31, 2024, 2023, and 2022, respectively.

1 unchanged sentence

The Company has two operating and reportable segments:

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

• 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.

The Company’s guayusa leaf products ( Runa ), aluminum bottle canned water ( Ever & Ever ), and protein infused fitness drink ( PWR LIFT ) are or were, in the case of Runa , 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.

The Company’s Chief Executive Officer is the chief operating decision maker ("CODM") and manages and allocates resources between the Americas and International segments.

Consistent with this decision-making process, the CODM 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 CODM evaluates segment business performance based primarily on net sales and gross profit.

The CODM considers budget-to-actual variances on a monthly basis for both profit measures when making decisions about allocating capital and personnel to the segments and also uses segment gross profit for evaluating product pricing.

All intercompany transactions between the segments have been eliminated.

3 unchanged sentences

Net sales $ 442,343 $ 73,670 $ 516,013

Cost of goods sold

268,787 48,443 317,230

Gross profit 173,556 25,227 198,783

3 unchanged sentences

Net sales $ 430,245 $ 63,367 $ 493,612

Cost of goods sold

267,983 44,900 312,883

Gross profit 162,262 18,467 180,729

3 unchanged sentences

Net sales $ 373,622 $ 54,165 $ 427,787

Cost of goods sold

278,130 46,296 324,426

Gross profit 95,492 7,869 103,361

12 unchanged sentences

Foreign currency gain/(loss) ( 1,571 ) ( 251 ) 1,387

Loss on extinguishment of debt — — ( 132 )

Interest income 6,715 2,581 51

5 unchanged sentences

United States $ 414,350 $ 401,974 $ 352,731

United Kingdom 53,276 44,330 36,648

All other countries(1) 48,387 47,308 38,408

4 unchanged sentences

United States $ 758 $ 729

Ecuador 140 503

Singapore 1,280 1,081

8 unchanged sentences

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.

Director Nominee Agreements - On May 24, 2022, two members of the Board 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.

1 unchanged sentence

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.

As of December 31, 2024, there is only one active member of the Board 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.

In connection with the secondary share offerings by Verlinvest in May 2023 and November 2023, Verlinvest agreed to waive its right to reimbursement of legal fees for its counsel, and those expenses, in the amounts of $ 140 and $ 324 , respectively, were not reimbursed by the Company.

Distribution Agreement with Stockholder – On October 1, 2019 the Company entered into a distribution agreement with one of its stockholders.

The distribution agreement granted 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.

Additionally, the distribution agreement with this stockholder ended during 2024.

Revenue recognized related to this distribution agreement was $ 1,642 , $ 4,048 , and $ 6,375 for the years ended December 31, 2024, 2023, and 2022, respectively.

The amounts due from the stockholder in Accounts Receivable, net were $ 83 and $ 244 as of December 31, 2024 and 2023 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.

There were $ 0 amounts payable to the stockholder in Accounts payable as of December 31, 2024 and 2023.

Related to this distribution arrangement, the Company and the stockholder had a service agreement in which the Company shared in the compensation costs of the stockholder’s employee managing the China market.

The Company recorded $ 181 , $ 151 and $ 234 for the years ended December 31, 2024, 2023, and 2022, respectively, in selling, general, and administrative expenses for this service agreement .

6 unchanged sentences

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.

Because the Company was able to source guayusa through alternative means to produce the Runa products before the Company ceased offering this brand, 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.

2023 December 31,

Asset held for sale - land $ — $ 503

As of September 30, 2023, since the asset had 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.

The remaining carrying amount was $ 0 as of December 31, 2024 and December 31, 2023.

THE VITA COCO COMPANY, INC.

8 unchanged sentences

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.

In August 2024, the Company signed a lease agreement for a new office in New York, New York.

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 letter of credit of $ 920 which may be used in case of delinquency.

As of December 31, 2024, the Company accounted for the letter of credit for $ 920 as restricted cash included in Prepaid and other current assets on the consolidated balance sheet.

In addition, the Company signed a lease agreement for a new office in London, United Kingdom.

The operating lease will commence in fiscal year 2025, ending in 2030.

Total undiscounted future payments for this new office lease are $ 1,554 .

Additionally, the Company agreed to establish a security deposit of $ 109 , which is refundable at the end of the lease period.

The Company also maintains additional leases for office space and equipment in London and Singapore, which are operating leases.

16 unchanged sentences

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, 2024:

THE VITA COCO COMPANY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

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

As of December 31, 2024

4 unchanged sentences

Cash paid for amounts included in the measurement of operating lease liabilities $ 1,222

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, 2024:

8 unchanged sentences

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

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 .

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 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 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 December 31, 2024, Coco Ventures Limited had not completed any activity and had no operations.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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-K

Item 8. Financial Statements and Supplementary Data