Item 1. Financial Statements
Item 1. Financial Statements.
THE VITA COCO COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Amounts in thousands, except share data)
March 31,
2025 December 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 153,608 $ 164,669
Accounts receivable, net of allowance of $ 2,804 at March 31, 2025, and $ 2,255 at December 31, 2024
76,759 63,450
Inventory 88,335 83,600
Supplier advances, current
1,124 954
Derivative assets 459 1,382
Prepaid expenses and other current assets 31,197 27,236
Total current assets 351,482 341,291
Property and equipment, net 2,710 2,351
Goodwill 7,791 7,791
Supplier advances, long-term
2,217 2,254
Deferred tax assets, net 6,099 6,100
Right-of-use assets, net 11,028 385
Other assets 2,642 2,209
Total assets $ 383,969 $ 362,381
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 22,627 $ 30,758
Accrued expenses and other current liabilities 67,573 65,603
Notes payable, current 10 10
Derivative liabilities 3,155 6,895
Total current liabilities 93,365 103,266
Notes payable, long-term
— 3
Operating lease liability, long-term 12,583 —
Other long-term liabilities 163 295
Total liabilities 106,111 103,564
Commitments and contingencies (See Note 7)
Stockholders’ equity:
Common stock, $ 0.01 par value; 500,000,000 shares authorized; 63,807,719 and 63,702,387 shares issued at March 31, 2025 and December 31, 2024, respectively 57,018,300 and 56,961,941 shares outstanding at March 31, 2025 and December 31, 2024, respectively
638 637
Additional paid-in capital 175,241 174,077
Retained earnings 175,576 156,694
Accumulated other comprehensive loss ( 365 ) ( 860 )
Treasury stock, 6,789,419 shares at cost as of March 31, 2025, and 6,740,446 shares at cost as of December 31, 2024.
( 73,232 ) ( 71,731 )
Total stockholders’ equity 277,858 258,817
Total liabilities and stockholders’ equity $ 383,969 $ 362,381
See accompanying notes to the condensed consolidated financial statements.
5
Table of Contents
THE VITA COCO COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS &
OTHER COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(Amounts in thousands, except for share and per share data)
Three Months Ended March 31,
2025 2024
Net sales $ 130,921 $ 111,698
Cost of goods sold 82,836 64,521
Gross profit 48,085 47,177
Operating expenses
Selling, general and administrative 28,792 28,218
Income from operations
19,293 18,959
Other income (expense)
Unrealized gain/(loss) on derivative instruments 2,817 ( 2,525 )
Foreign currency gain
580 58
Interest income 1,518 1,523
Other income
155 —
Total other income (expense) 5,070 ( 944 )
Income before income taxes 24,363 18,015
Income tax expense 5,481 3,777
Net income $ 18,882 $ 14,238
Other comprehensive income (loss)
Foreign currency translation adjustment 495 ( 12 )
Total comprehensive income attributable to The Vita Coco Company, Inc. $ 19,377 $ 14,226
Net income per common share
Basic $ 0.33 $ 0.25
Diluted $ 0.31 $ 0.24
Weighted-average number of common shares outstanding
Basic 56,994,146 56,589,565
Diluted 59,975,827 58,746,631
See accompanying notes to the condensed consolidated financial statements.
6
Table of Contents
THE VITA COCO COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(Amounts in thousands, except for shares)
Common Stock Common Stock
with Exit
Warrants Total Common
Stock Additional
Paid-In Retained
Earnings Accumulated
Other
Comprehensive
Income / (Loss) Treasury Stock Total
Shareholders’
Equity
Attributable
to The Vita
Coco
Company, Inc.
Shares $ Amount Shares $ Amount Shares $ Amount Capital Shares $ Amount
Balance at December 31, 2023
55,022,348 $ 550 8,113,105 $ 81 63,135,453 $ 631 $ 161,414 $ 100,742 $ ( 649 ) 6,236,200 $ ( 59,701 ) $ 202,437
Net income — — — — — — — 14,238 — — — 14,238
Purchase of treasury stock — — — — — — — — — 391,544 ( 9,235 ) ( 9,235 )
Stock-based compensation — — — — — — 2,109 — — — — 2,109
Exercise of stock awards 176,284 2 — — 176,284 2 151 — — — — 153
Foreign currency translation adjustment — — — — — — — — ( 12 ) — — ( 12 )
Balance at March 31, 2024
55,198,632 552 8,113,105 81 63,311,737 633 163,674 114,980 ( 661 ) 6,627,744 ( 68,936 ) 209,690
Balance at December 31, 2024
55,589,282 $ 556 8,113,105 $ 81 63,702,387 $ 637 $ 174,077 $ 156,694 $ ( 860 ) 6,740,446 $ ( 71,731 ) $ 258,817
Net income — — — — — — — 18,882 — — — 18,882
Purchase of treasury stock — — — — — — — — — 48,973 ( 1,501 ) ( 1,501 )
Stock-based compensation — — — — — — 2,186 — — — — 2,186
Exercise of stock awards 105,332 1 — — 105,332 1 ( 1,022 ) — — — — ( 1,021 )
Foreign currency translation adjustment — — — — — — — — 495 — — 495
Balance at March 31, 2025
55,694,614 $ 557 8,113,105 $ 81 63,807,719 $ 638 $ 175,241 $ 175,576 $ ( 365 ) 6,789,419 $ ( 73,232 ) $ 277,858
See accompanying notes to the condensed consolidated financial statements.
7
Table of Contents
THE VITA COCO COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)
Three Months Ended March 31,
2025 2024
Cash flows from operating activities:
Net income $ 18,882 $ 14,238
Adjustments required to reconcile net income to cash flows from operating activities:
Depreciation and amortization 202 162
(Gain)/loss on disposal of equipment — 13
Bad debt expense 434 517
Unrealized (gain)/loss on derivative instruments ( 2,817 ) 2,525
Stock-based compensation 2,186 2,109
Noncash lease expense 504 254
Changes in operating assets and liabilities:
Accounts receivable ( 13,150 ) ( 8,463 )
Inventory ( 4,508 ) ( 6,068 )
Prepaid expenses, net supplier advances, and other assets ( 2,583 ) ( 1,442 )
Accounts payable, accrued expenses, and other liabilities ( 8,950 ) ( 4,112 )
Net cash used in operating activities
( 9,800 ) ( 267 )
Cash flows from investing activities:
Cash paid for property and equipment ( 559 ) ( 124 )
Net cash used in investing activities ( 559 ) ( 124 )
Cash flows from financing activities:
Proceeds from exercise of stock awards
404 153
Cash paid on notes payable
( 2 ) ( 4 )
Cash paid to acquire treasury stock ( 1,501 ) ( 9,235 )
Net cash used in financing activities
( 1,099 ) ( 9,086 )
Effects of exchange rate changes on cash and cash equivalents 401 ( 80 )
Net increase/(decrease) in cash and cash equivalents ( 11,057 ) ( 9,557 )
Cash, cash equivalents and restricted cash at beginning of the period ( 1 )
165,933 132,867
Cash, cash equivalents and restricted cash at end of the period ( 1 )
$ 154,876 $ 123,310
1 Includes $ 1,268 and $ 332 of restricted cash as of March 31, 2025 and 2024, respectively, that were included in other current assets.
See accompanying notes to the condensed consolidated financial statements.
8
Table of Contents
THE VITA COCO COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except share and per share amounts)
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
The Vita Coco Company, Inc. and subsidiaries (the “Company”) develops, markets, and distributes various coconut water products under the brand name Vita Coco and for retailers' own brands, predominantly in the United States. Other products include coconut milk, coconut oil, water (under the brand name Ever & Ever ), protein infused fitness drinks (under the brand name PWR LIFT ), and other revenue transactions (e.g., bulk product sales). The Company completed an initial public offering (the "IPO") of its 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 (the "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, All Market Europe, Ltd. (“AME”) in the United Kingdom established in 2009, and one subsidiary in Germany established during 2024. 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. See Note 16, Joint Venture , for further details.
Unaudited interim financial information
The Company’s condensed consolidated interim financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the Company’s financial information for the interim period presented. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future year. The condensed consolidated balance sheet as of March 31, 2025 is unaudited and should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2024.
During the three months ended March 31, 2025, there were no significant changes to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024 .
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed consolidated financial statements are presented in accordance with U.S. GAAP.
Principles of Consolidation
The condensed consolidated financial statements include all the accounts of the wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
Preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management considers many factors in selecting appropriate financial accounting policies and controls in developing the estimates and assumptions that are used in the preparation of these condensed consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors
9
Table of Contents
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. Additionally, uncertainty in the macroeconomic environment resulting from current geopolitical and economic instability (including the effects of current wars and other international conflicts, as well as recently imposed tariffs) and the high interest rate and inflationary cost environment make estimates and assumptions difficult to calculate with precision. The estimation process often may yield a range of reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. The most significant estimates in the condensed consolidated financial statements relate to share-based compensation, assessing long-lived assets for impairment, estimating the net realizable value of inventories, determining the accounts receivables reserve, assessing goodwill for impairment, determining the value of trade promotions, and assessing the realizability of deferred income taxes. Actual results could differ from those estimates.
Concentration of Credit Risk
The Company’s cash and accounts receivable are subject to concentrations of credit risk. The Company’s cash balances are primarily on deposit with banks in the U.S. which are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $250. At times, such cash may be in excess of the FDIC insurance limit. To minimize the risk, the Company’s policy is to maintain cash balances with high quality institutions, which may include banks, financial institutions and investment firms, and invest daily or reserve operating cash in money market funds, government securities, bank obligations, municipal securities or other investment vehicles with short-term maturities.
Substantially all of the Company’s customers are either wholesalers or retailers of beverages. A material default in payment, a material reduction in purchases from these or any large customers, or the loss of a large customer or customer groups could have a material adverse impact on the Company’s financial condition, results of operations and liquidity. The Company is exposed to concentration of credit risk from its major customers, for which two customers in aggregate represented 45 % and 47 % of total net sales for the three months ended March 31, 2025 and 2024, respectively. In addition, the two customers in aggregate also accounted for 36 % and 30 % of total accounts receivable as of March 31, 2025 and December 31, 2024, respectively. The Company has not experienced credit issues with these customers. Refer to Note 7, Commitments and Contingencies regarding additional information on the Company's major customers.
Recently Adopted Accounting Pronouncements
Segment Reporting
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in Accounting Standards Codification ("ASC") - Topic 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 condensed consolidated statements of operations and disclosures.
Recently Issued Accounting Pronouncements
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 ("ASU 2024-03"), 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. In January 2025, the FASB issued ASU 2025-01, which clarified the adoption date to include interim periods with annual reporting periods after December 31, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03.
Income Taxes
In December 2023, the FASB issued ASU 2023-09, Income Taxes ("Topic 740"): Improvements to Income Tax Disclosures ("ASU 2023-09"), which requires public entities, on an annual basis, to provide disclosure of specific
10
Table of Contents
categories in the effective tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this new accounting standard on its consolidated financial statements.
3. REVENUE RECOGNITION
Revenues are accounted for in accordance with ASC Topic 606, Revenue Recognition ("ASC 606"). The Company disaggregates revenue into the following product categories:
• Vita Coco Coconut Water —This product category consists of all branded coconut water product offerings under the Vita Coco labels, where the majority ingredient is coconut water. The Company determined that the sale of the products represents a distinct performance obligation as customers can benefit from purchasing the products on their own or together with other resources that are readily available to the customers. For these products, control is transferred upon customer receipt, at which point the Company recognizes the transaction price for the product as revenue.
• Private Label —This product category consists of all private label product offerings, which includes coconut water and oil. The Company determined the production and distribution of private label products represents a distinct performance obligation. Since there is no alternative use for these products and the Company has the right to payment for performance completed to date, the Company recognizes the revenue for the production of these private label products over time as the production for open purchase orders occurs, which may be prior to any shipment.
• Other —This product category consists of all other products, which includes Vita Coco product extensions beyond coconut water, consisting of coconut milk products, including Vita Coco Treats; Ever & Ever and PWR LIFT product offerings; Vita Coco coconut oil sold internationally; and other revenue transactions (e.g., bulk product sales). For these products, control is transferred upon customer receipt, at which point the Company recognizes the transaction price for the product as revenue.
The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers.
The Company provides trade promotions and sales discounts to its customers and distributors. Since these sales promotions and sales discounts do not meet the criteria for a distinct good or service, they are primarily accounted for as a reduction of revenue and include payments to customers and distributors for performing activities on our behalf, such as payments for in-store displays, payments to gain distribution of new products, payments for shelf space and discounts to promote lower retail prices. These condensed consolidated financial statements include accruals for these promotion and discounts. The accruals are made for invoices that have not yet been received as of the end of the reporting period and are recorded as a reduction of sales, and are based on contract terms and our historical experience with similar programs and require management judgment with respect to estimating customer and consumer participation and performance levels.
Disaggregation of Revenue
The following table disaggregates net revenue by product type and reportable segment:
Three Months Ended March 31, 2025
Americas International Consolidated
Vita Coco Coconut Water $ 86,118 $ 13,177 $ 99,295
Private Label 21,197 4,759 25,956
Other 5,285 385 5,670
Total $ 112,600 $ 18,321 $ 130,921
Three Months Ended March 31, 2024
Americas International Consolidated
Vita Coco Coconut Water $ 69,522 $ 9,665 $ 79,187
Private Label 24,273 5,152 29,425
Other 2,296 790 3,086
Total $ 96,091 $ 15,607 $ 111,698
11
Table of Contents
4. INVENTORY
Inventory consists of the following:
March 31,
2025 December 31,
2024
Raw materials and packaging $ 3,139 $ 3,536
Finished goods 85,196 80,064
Inventory $ 88,335 $ 83,600
5. GOODWILL
Goodwill consists of the following:
March 31,
2025 December 31,
2024
Goodwill $ 7,791 $ 7,791
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. The Company has not recognized any impairment since acquisition in accordance with ASC topic 350 - Intangibles, Goodwill & Other.
6. DEBT
The table below details the outstanding balances on the Company’s debt as of March 31, 2025 and December 31, 2024:
March 31,
2025 December 31,
2024
Notes payable
Vehicle loans 10 13
$ 10 $ 13
Current 10 10
Non-current $ — 3
2020 Credit Facility
In May 2020, the Company entered into a five-year credit facility with Wells Fargo Bank, National Association consisting of a revolving line of credit, which provides for committed borrowings of $ 60,000 (the "2020 Credit Facility"). During the three months ended March 31, 2025, the 2020 Credit Facility was amended, extending the maturity date five years to February 13, 2030.
Starting in December 2022, borrowings on the 2020 Credit Facility bear interest at rates based on either: 1) a fluctuating rate per annum determined to be the sum of Daily Simple Secured Overnight Financing Rate ("SOFR") plus a spread defined in the credit agreement (the "Spread"); or 2) a fixed rate per annum determined to be the sum of the Term SOFR plus the Spread. The Spread ranges from 1.00 % to 1.75 %, which is based on the Company’s leverage ratio (as defined in the credit agreement) for the immediately preceding fiscal quarter as defined in the credit agreement. In addition, the Company was subject to unused commitment fees ranging from 0.10 % and 0.20 % on the unused amount of the line of credit in the year ended December 31, 2024, with the rate based on the Company’s leverage ratio (as defined in the credit agreement). Starting February 14, 2025, the effective date of the amendment, the unused commitment fees ranges from 0.13 % and 0.23 % on the unused amount of the line of credit, with the rate being based on the Company’s leverage ratio (as defined in the credit agreement).
As of March 31, 2025 and December 31, 2024, the Company had no outstanding balance and $ 60,000 undrawn and available under its amended 2020 Credit Facility. The Company incurred no interest expense for the 2020 Credit Facility for the three months ended March 31, 2025 and March 31, 2024, respectively. The unused commitment fee for the
12
Table of Contents
2020 Credit Facility amounted to $ 17 and $ 15 for the three months ended March 31, 2025 and March 31, 2024, respectively.
The 2020 Credit Facility is collateralized by substantially all of the Company’s assets.
The 2020 Credit Facility contains certain affirmative and negative covenants that, among other things, limit the Company’s ability to, subject to various exceptions and qualifications: (i) incur liens; (ii) incur additional debt; (iii) sell, transfer or dispose of assets; (iv) merge with or acquire other companies; (v) make loans, advances or guarantees; (vi) make investments; (vii) make dividends and distributions on, or repurchases of, equity; and (viii) enter into certain transactions with affiliates. The 2020 Credit Facility also requires the Company to maintain certain financial covenants including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a minimum asset coverage ratio. As of March 31, 2025, the Company was in compliance with all financial covenants.
Vehicle Loans
We periodically enter into vehicle loans. Interest rates on these vehicle loans range from 4.56 % to 5.68 %. The outstanding balance on the vehicle loans as of March 31, 2025 was less than $ 100 .
7. COMMITMENTS AND CONTINGENCIES
Contingencies:
Litigation —The Company may engage in various litigation matters in the ordinary course of business. The Company intends to vigorously defend itself in such matters, based upon the advice of legal counsel, and is of the opinion that the resolution of these matters will not have a material effect on the condensed consolidated financial statements. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. The Company also discloses when it is reasonably possible that a material loss may be incurred. As of March 31, 2025 and December 31, 2024, the Company has not recorded any liabilities relating to such legal matters.
Business Risk —The Company imports finished goods predominantly from manufacturers located in South American and Southeast Asian countries. The Company may be subject to certain business risks due to potential instability in these regions.
Major Customers — The Company’s customers that accounted for 10% or more of total net sales and total accounts receivable were as follows:
Net sales Accounts receivable
Three Months Ended March 31, March 31, December 31,
2025 2024 2025 2024
Customer A 19 % 25 % 13 % 13 %
Customer B 26 % 22 % 23 % 17 %
Net sales include branded and private label products. One of the customers acquired less than 5% ownership in the Company upon consummation of the IPO. As discussed in Note 11, Stock-Based Compensation , the same customer also was granted 200,000 restricted stock awards at the time of the IPO, of which 100,000 vested on March 31, 2023 and 100,000 vested on March 31, 2024. The customer advised the Company that as of March 31, 2025, it had monetized its investment in the Company .
Major Suppliers — The Company’s suppliers that accounted for 10% or more of the Company’s purchases were as follows:
Three Months Ended March 31,
2025 2024
Supplier A 14 % 24 %
Supplier B 14 % 14 %
Supplier C 16 % 9 %
13
Table of Contents
8. DERIVATIVE INSTRUMENTS
The Company accounts for derivative instruments in accordance with the ASC Topic 815, Derivatives and Hedging ("ASC 815"). These principles require that all derivative instruments be recognized at fair value on each balance sheet date unless they qualify for a scope exclusion as a normal purchase or sales transaction, which is accounted for under the accrual method of accounting. In addition, these principles permit derivative instruments that qualify for hedge accounting to reflect the changes in the fair value of the derivative instruments through earnings or stockholders’ equity as other comprehensive income on a net basis until the hedged item is settled and recognized in earnings, depending on whether the derivative is being used to hedge changes in fair value or cash flows. The ineffective portion of a derivative instrument’s change in fair value is immediately recognized in earnings. As of March 31, 2025 and December 31, 2024, the Company did not have any derivative instruments that it had designated as fair value or cash flow hedges.
The Company is subject to the following currency risks:
Inventory Purchases from Brazilian, Malaysian and Thai Manufacturers —In order to mitigate the currency risk on inventory purchases from its Brazilian, Malaysian and Thai manufacturers, which are settled in Brazilian real ("BRL"), Malaysian ringgit ("MYR") and Thai baht ("THB"), the Company's subsidiary, All Market Singapore Pte. Ltd. ("AMS"), enters a series of forward currency swaps to buy BRL, MYR and THB.
Intercompany Transactions Between AME and AMS —In order to mitigate the currency risk on intercompany transactions between AME and AMS, AMS enters into foreign currency swaps to sell British pounds ("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 condensed consolidated balance sheets consist of the following at:
March 31, 2025
Derivatives not designated as
hedging instruments under
ASC 815-20 Notional
Amount Fair
Value Balance Sheet Location
Assets
Foreign currency exchange contracts
Receive USD/pay CAD $ 8,208 $ 355 Derivative assets
Receive USD/pay EUR 14,041 104 Derivative assets
Liabilities
Foreign currency exchange contracts
Receive BRL/sell USD $ 35,843 $ ( 2,207 ) Derivative liabilities
Receive USD/pay GBP 27,741 ( 488 ) Derivative liabilities
Receive THB/sell USD 23,916 ( 346 ) Derivative liabilities
Receive USD/sell THB 7,609 ( 41 ) Derivative liabilities
Receive EUR/pay USD 3,655 ( 73 ) Derivative liabilities
14
Table of Contents
December 31, 2024
Derivatives not designated as
hedging instruments under
ASC 815-20 Notional
Amount Fair
Value Balance Sheet Location
Assets
Foreign currency exchange contracts
Receive USD/pay EUR $ 9,060 $ 458 Derivative assets
Receive USD/pay GBP 26,303 464 Derivative assets
Receive USD/pay CAD 8,486 460 Derivative assets
Liabilities
Foreign currency exchange contracts
Receive THB/sell USD $ 28,066 $ ( 623 ) Derivative liabilities
Receive BRL/sell USD 35,443 ( 6,272 ) Derivative liabilities
The amount and location of realized and unrealized gains and losses of the derivative instruments in the condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024 are as follows:
Three Months Ended March 31,
2025 2024
Unrealized gain/(loss) on derivative instruments $ 2,817 $ ( 2,525 )
Foreign currency gain / (loss) $ ( 1,332 ) $ 607
The Company applies recurring fair value measurements to its derivative instruments in accordance with ASC Topic 820, Fair Value Measurements ("ASC 820"). In determining fair value, the Company used a market approach and incorporates the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable internally developed inputs.
9. FAIR VALUE MEASUREMENTS
ASC 820 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observability of the inputs used in valuation techniques, the Company’s assets and liabilities are classified as follows:
Level 1 —Quoted market prices in active markets for identical assets or liabilities.
Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted market prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes internally developed models and methodologies utilizing significant unobservable inputs.
Forward Currency Swap Contracts —See Note 8, Derivative Instruments , for a description of these contracts. The Company’s valuation methodology for forward currency swap contracts is based upon third-party institution data.
15
Table of Contents
The Company’s fair value hierarchy for those assets (liabilities) measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024, is as follows:
Level 1 Level 2 Level 3 Total
Forward Currency
Swaps/Contracts
March 31, 2025 $ — $ ( 2,696 ) $ — $ ( 2,696 )
December 31, 2024 $ — $ ( 5,513 ) $ — $ ( 5,513 )
There were no transfers between any levels of the fair value hierarchy for any of the Company’s fair value measurements.
10. STOCKHOLDERS’ EQUITY
Common and Treasury Stock —Each share of Common Stock entitles its holder to one vote on matters required to be voted on by the stockholders of the Company and to receive dividends, when and if declared by the Company’s Board.
As of March 31, 2025 and December 31, 2024, the Company held 6,789,419 and 6,740,446 shares, respectively, in treasury stock. As of March 31, 2025 and December 31, 2024, the Company had 2,822,547 and 3,254,762 shares, respectively, of Common Stock available for issuance upon the conversion of outstanding equity awards under the 2021 Incentive Award Plan ("2021 Plan").
On October 30, 2023, the Company's Board approved a share repurchase program (the "Repurchase Program") authorizing the Company to repurchase up to $ 40,000 of Common Stock. Shares of Common Stock may be repurchased under the Repurchase 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 Repurchase 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 Repurchase Program has no time limits and may be suspended or discontinued at any time. The Company repurchased 48,973 shares under the Repurchase Program at a cost of $ 1,501 during the three months ended March 31, 2025. The Company repurchased 504,246 shares under the Repurchase Program at a cost of $ 12,030 during the year ended December 31, 2024. As of March 31, 2025, the Company had $ 25,695 remaining under the Repurchase Program.
11. STOCK-BASED COMPENSATION
The stockholders of the Company approved the adoption of the Company’s 2014 Stock Option and Restricted Stock Plan (the “2014 Plan”). The 2014 Plan allowed for a maximum of 8 % of the sum of the Available Equity defined as the sum of: (i) the total then outstanding shares of common shares; and (ii) all available stock options (i.e., granted and outstanding stock options and stock options not yet granted). Under the terms of the 2014 Plan, the Company may grant employees, directors and consultants stock options and restricted stock awards and has the authority to establish the specific terms of each award, including exercise price, expiration and vesting. Currently, only stock options were granted under the 2014 Plan. Generally, stock options issued pursuant to the 2014 Plan contain exercise prices no less than the fair value of 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. On and after closing of the offering and the effectiveness of the 2021 Plan, no further grants have been 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; provided, however, no more than 3,431,312 shares may be issued upon the exercise of incentive stock options ("ISOs"). The 2021 Plan provides for the grant of stock options, including ISOs and nonqualified stock options ("NSOs"), dividend equivalents, stock payments, service-based restricted stock units ("RSUs"), performance-based restricted stock units ("PSUs"), other incentive awards, stock appreciation rights ("SARs"), and cash awards. For the year beginning January 1, 2025, the Board elected not to increase
16
Table of Contents
the shares available for the 2021 Plan. As of March 31, 2025, only stock options, RSUs, and PSUs have been granted under the 2021 Plan.
For the three months ended March 31, 2025 and 2024, the Company recorded stock compensation costs totaling:
Three months ended
March 31,
2025 2024
Reduction in revenue (1)
$ — $ 151
Selling, general & administrative expenses
$ 2,186 $ 1,958
Total stock compensation expense
$ 2,186 $ 2,109
(1) The cost recognized as a reduction in revenue is related to the RSUs previously granted to a major customer based on guidance in ASC 606 as stock based sales incentive. These awards are shares of restricted Common Stock valued at $ 3,000 granted at the time of the IPO to an entity affiliated with a significant customer, at a price per share granted at the IPO of $ 15.00 , or 200,000 restricted shares, in connection with an amendment to extend the distributor agreement term to June 10, 2026. Since the distribution agreement had not been terminated by either party for cause as of March 31, 2023, 50 % of the shares were released on March 31, 2023. The remaining 50 % were released on March 31, 2024.
Option Awards with Service-based Vesting Conditions
Most of the stock option awards granted under the 2014 Plan and 2021 Plan vest based on continuous service. The options awarded to the employees have differing vesting schedules as specified in each grant agreement. The following table summarizes the service-based stock option activity during the three months ended March 31, 2025:
Number of
Stock
Options
Outstanding—December 31, 2024 3,054,060
Granted 201,100
Exercised 38,785
Forfeited or expired 10,453
Outstanding—March 31, 2025 3,205,922
Exercisable—March 31, 2025 2,438,867
The fair value of the service-based stock options granted in 2025 and 2024 pursuant to the 2021 Plan was estimated on a grant or on a modification date using the Black-Scholes option-pricing model. The weighted average assumptions used in the Black-Scholes option-pricing model were as follows:
2025 2024
Weighted average expected term 6.25 years 6.25 years
Weighted average expected volatility 31 % 32 %
Weighted average risk-free interest rate 4.10 % 4.00 %
Weighted average expected dividend yield 0 % 0 %
Option Awards with Performance and Market-based Vesting Conditions
The Company also has outstanding 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 were no new stock option awards granted during the three months ended March 31, 2025 with performance-based vesting conditions.
17
Table of Contents
Service-based and Performance-based Restricted Stock
RSUs were granted under the 2021 Plan and primarily vest based on continuous service. The RSUs with service-based vesting conditions awarded to the employees have differing vesting schedules as specified in each grant agreement. The RSUs granted to non-employee directors vest in full on the earlier of: (i) the day immediately preceding the date of the first Annual Shareholders Meeting following the date of grant; or (ii) the first anniversary of the date of grant. During the three months ended March 31, 2025 and March 31, 2024, the Company also granted PSUs, which are subject to achievement of various performance goals in the future, specifically net sales growth and Adjusted EBITDA targets. The following table summarizes the RSU and PSU activity for the three months ended March 31, 2025:
Number of RSU Awards
Number of PSU Awards
Non-vested -December 31, 2024
634,803 74,579
Granted 183,504 71,140
Vested 108,620 —
Forfeited/Cancelled 13,823 1,528
Non-vested - March 31, 2025
695,864 144,191
12. INCOME TAXES
For the three months ended March 31, 2025 and 2024, the Company recorded income tax expense of $ 5,481 and $ 3,777 , respectively, in its condensed consolidated statements of operations.
In assessing the recoverability of its deferred tax assets, the Company continually evaluates all available positive and negative evidence to assess the amount of deferred tax assets for which it is more likely than not to realize a benefit. For any deferred tax asset in excess of the amount for which it is more likely than not that the Company will realize a benefit, the Company establishes a valuation allowance.
As of March 31, 2025 and December 31, 2024, there was a $ 106 liability for income tax uncertainties recorded in the Company's condensed consolidated balance sheet and consolidated balance sheet, respectively. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. The Company does not expect its uncertain tax positions to change significantly over the next twelve months. The Company recognized no interest and penalties related to income tax uncertainties in its condensed consolidated statement of operations for the three months ended March 31, 2025 and 2024. The Company is subject to income tax examinations by the Internal Revenue Service ("IRS") and various state and local jurisdictions for the open tax years between December 31, 2019 and December 31, 2023.
18
Table of Contents
13. EARNINGS PER SHARE
Basic and diluted earnings per share were calculated as follows:
Three months ended
March 31,
2025 2024
Numerator:
Net income $ 18,882 $ 14,238
Denominator:
Weighted-average number of common shares used in earnings per share—basic 56,994,146 56,589,565
Effect of conversion of stock options 2,981,681 2,157,066
Weighted-average number of common shares used in earnings per share—diluted 59,975,827 58,746,631
Earnings per share—basic $ 0.33 $ 0.25
Earnings per share—diluted $ 0.31 $ 0.24
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:
Three months ended
March 31,
2025 2024
Options to purchase Common Stock and RSUs
169,720 301,813
14. SEGMENT REPORTING
The Company has two operating and reportable segments:
• Americas—The Americas segment is comprised primarily of the U.S. and Canada, and derives its revenues from the marketing and distribution of various coconut water and non-coconut water products (e.g., coconut oil and milk). The Company’s aluminum bottle canned water ( Ever & Ever ) and protein infused fitness drink ( PWR LIFT ) are marketed only in the Americas segment. The Company also offered guayusa leaf products ( Runa) in the Americas segment. As of December 2023, we ceased offering the Runa brand.
• International—The International segment is comprised primarily of Europe, the Middle East, and Asia Pacific. Asia Pacific includes the Company’s procurement arm and derives its revenues from the marketing and distribution of various coconut water and non-coconut water products, including product that is shipped directly to customers outside of Asia Pacific regions.
All intercompany transactions between the segments have been eliminated.
The Company’s CEO 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 measures when making decisions about allocating capital and personnel to the segments and also uses segment gross profit for evaluating product pricing.
19
Table of Contents
Information about the Company’s operations by operating segment as of and for the three months ended March 31, 2025 and 2024 is as follows:
Three Months Ended March 31,
2025 2024
Net sales $ 130,921 $ 111,698
Americas 112,600 96,091
International 18,321 15,607
Cost of goods sold
$ 82,836 $ 64,521
Americas 70,288 55,219
International 12,548 9,302
Gross profit $ 48,085 $ 47,177
Americas 42,312 40,872
International 5,773 6,305
As of
March 31,
As of December 31,
2025 2024
Total segment assets $ 383,969 $ 362,381
Americas 263,681 241,894
International 120,288 120,487
Three Months Ended March 31,
Reconciliation:
2025 2024
Total gross profit $ 48,085 $ 47,177
Less:
Selling, general, and administrative expenses 28,792 28,218
Income from operations
$ 19,293 $ 18,959
Less:
Unrealized gain/(loss) on derivative instruments 2,817 ( 2,525 )
Foreign currency gain
580 58
Interest income 1,518 1,523
Other income
155 —
Income before income taxes $ 24,363 $ 18,015
20
Table of Contents
Geographic Data:
The following table provides information related to the Company’s net sales by country, which is presented on the basis of the location that revenue from customers is recorded:
Three Months Ended March 31,
2025 2024
United States $ 105,106 $ 90,153
United Kingdom
13,130 11,221
All other countries (1)
12,685 10,324
Net sales $ 130,921 $ 111,698
___________
(1) No individual country is greater than 10% of total net sales for the three months ended March 31, 2025 and 2024.
The following table provides information related to the Company’s property and equipment, net by country:
March 31,
2025 December 31,
2024
Singapore $ 1,301 $ 1,280
United States
$ 848 $ 758
United Kingdom
420 173
All other countries (1)
141 140
Property and equipment, net
$ 2,710 $ 2,351
___________
(1) No individual country is greater than 10% of total property and equipment, net as of March 31, 2025 and December 31, 2024.
15. RELATED-PARTY TRANSACTIONS
Director Nominee Agreement - On May 24, 2022, a member of the Board appointed as a nominee under the Investor Rights Agreement by Verlinvest Beverages SA ("Verlinvest"), a stockholder of the Company, entered into a nominee agreement instructing the Company to pay all cash and equity compensation earned in connection with his board of director service to Verlinvest. Based on the aforementioned nominee agreement, RSUs granted to this director will be held by him as a nominee for Verlinvest and, upon vesting of the RSUs, the shares will be transferred to Verlinvest. The nominee agreement is primarily between the director and Verlinvest. The Company is a party to this arrangement solely to agree to the manner in which it would satisfy the compensation obligations to this director.
Registration Rights and Underwriting Agreements - Under the Registration Rights agreement by and among the Company, 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 in the fourth quarter of 2023, and those expenses, in the amount of $ 140 , were not reimbursed by the Company. In connection with the secondary share offering by Verlinvest in November 2023, in April 2024, Verlinvest agreed to waive its right to reimbursement of legal fees for its counsel, and those expenses, in the amount of $ 324 , were not reimbursed by the Company.
16. INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
In accordance with ASC 323, Investments - Equity Method and Joint Ventures, investments in entities over which the Company does not have a controlling financial interest but has significant influence are accounted for using the equity method, with the Company’s share of earnings or losses reported in the condensed consolidated statements of operations.
21
Table of Contents
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 Limited 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 $ 585 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. During the three months ended March 31, 2025, the Company contributed $ 104 as a part of initial capital funding. As of March 31, 2025, Coco Ventures Limited commenced operations.
17. LEASES
In August 2024, the Company signed a lease agreement for a new office in New York, NY. The Company's existing New York office lease expires on April 30, 2025. The operating lease commenced on January 1, 2025, ending in December 2034, with an option to extend for an additional two years . The Company recognized right-of-use assets and lease liabilities of $ 10,002 and $ 11,692 , respectively, on the Company’s condensed consolidated balance sheet as of March 31, 2025. Additionally, upon signing the agreement, the Company was required to establish a line of credit of $ 920 as a security deposit which may be used in case of delinquency. The Company established the letter of credit and accounted $ 920 as restricted cash. In addition, in November, 2024, the Company signed a lease agreement for a new office in London, United Kingdom. The operating lease commenced on January 2, 2025 and terminates in December 2030. The Company recognized right-of-use assets and lease liabilities of $ 1,140 and $ 1,252 respectively, on the Company’s condensed consolidated balance sheet as of March 31, 2025 .
The following table summarizes supplemental balance sheet information for the Company’s operating leases:
Line Item in Balance Sheet As of March 31, 2025
As of December 31, 2024
Operating lease right-of-use assets Right-of-use assets $ 11,028 $ 385
Current portion of operating lease liabilities Accrued expenses and other current liabilities
$ 581 $ 422
Non-current portion of operating lease liabilities Operating lease liabilities, long-term
$ 12,583 $ —
In April 2025, the Company signed an agreement for a new office in Singapore. The operating lease commences in April 2025, and terminates in June 2030. Total undiscounted future payments for this new office lease are $ 1,384 . Additionally, the Company agreed to establish a security deposit of $ 184 , which is refundable at the end of the lease period.
18. SUBSEQUENT EVENTS
On April 28, 2025, the Company's Board approved an additional $ 25,000 to the Repurchase Program, authorizing the Company to repurchase up to a total of $ 65,000 of the Company's Common Stock. There were no other changes made to the terms of the Repurchase Program.
Beginning April 1, 2025 and through April 29, 2025, the Company repurchased 284,728 shares under the Repurchase Program at a cost of $ 8,552 . On a year to date basis through April 29, 2025, the Company repurchased a total of 333,701 shares at a cost of $ 10,053 and had $ 42,144 remaining under the Repurchase Program.
22
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.