The Vita o pany(COCO) - 2025 Q2 - Quarterly Report

Forward-Looking Statements This section highlights the nature of forward-looking statements, which are subject to various known and unknown risks and uncertainties - This report contains forward-looking statements covered by safe harbor provisions, including those related to future results, financial position, industry trends, business strategy, and market growth[10] - Forward-looking statements are predictions based on current expectations and projections, subject to known and unknown risks, uncertainties, and other important factors, including those discussed in the 'Risk Factors' section of the Annual Report on Form 10-K[11] PART I - FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (unaudited) This section presents the unaudited condensed consolidated financial statements, including balance sheets, operations, equity, and cash flows, with detailed notes Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific dates Condensed Consolidated Balance Sheet Highlights (Amounts in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------------------------------------------------------- | :------------ | :------------------ | | Cash and cash equivalents | $167,042 | $164,669 | | Accounts receivable, net | $102,551 | $63,450 | | Inventory | $84,110 | $83,600 | | Total current assets | $386,744 | $341,291 | | Total assets | $421,077 | $362,381 | | Total current liabilities | $110,043 | $103,266 | | Total liabilities | $124,138 | $103,564 | | Total stockholders' equity | $296,939 | $258,817 | Condensed Consolidated Statements of Operations & Other Comprehensive Income (Loss) This section presents the company's financial performance over specific periods, including net sales, gross profit, operating income, and net income Condensed Consolidated Statements of Operations Highlights (Amounts in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $168,759 | $144,116 | $299,680 | $255,814 | | Gross profit | $61,265 | $58,737 | $109,350 | $105,914 | | Income from operations | $25,122 | $29,981 | $44,415 | $48,940 | | Net income | $22,908 | $19,093 | $41,790 | $33,331 | | Basic EPS | $0.40 | $0.34 | $0.73 | $0.59 | | Diluted EPS | $0.38 | $0.32 | $0.70 | $0.57 | Condensed Consolidated Statements of Stockholders' Equity This section details changes in the company's stockholders' equity, reflecting net income, share repurchases, and stock-based compensation Stockholders' Equity Changes (Six Months Ended June 30, 2025, Amounts in thousands) | Item | Amount | | :--------------------------------- | :----- | | Balance at December 31, 2024 | $258,817 | | Net income | $41,790 | | Purchase of treasury stock | $(10,053) | | Stock-based compensation | $5,148 | | Exercise of stock awards | $(449) | | Foreign currency translation adjustment | $1,686 | | Balance at June 30, 2025 | $296,939 | Condensed Consolidated Statements of Cash Flows This section outlines the company's cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30, Amounts in thousands) | Cash Flow Activity | 2025 | 2024 | | :------------------------------------------ | :----- | :----- | | Net cash provided by operating activities | $12,010 | $26,652 | | Net cash used in investing activities | $(1,508) | $(414) | | Net cash used in financing activities | $(9,081) | $(8,562) | | Effects of exchange rate changes on cash | $961 | $(106) | | Net increase in cash and cash equivalents | $2,382 | $17,570 | | Cash, cash equivalents at end of period | $168,315 | $150,437 | Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures for the condensed consolidated financial statements, clarifying accounting policies and specific line items Note 1. Nature of Business and Basis of Presentation This note describes the company's core business, its public benefit corporation status, and its operational structure including subsidiaries and joint ventures - The Vita Coco Company develops, markets, and distributes coconut water products (Vita Coco brand and private label) and other beverages like Ever & Ever water and PWR LIFT protein drinks[23] - The company operates as a public benefit corporation under Delaware law[24] - The company has ten wholly-owned subsidiaries and a 60% joint venture interest in Coco Ventures Limited for the China market[25] Note 2. Summary of Significant Accounting Policies This note outlines the critical accounting estimates and policies, including recent and upcoming accounting pronouncement adoptions and their potential impacts - Management makes significant estimates for share-based compensation, inventory valuation, accounts receivable reserves, goodwill impairment, trade promotions, and deferred income taxes[31] - The company adopted ASU 2023-07 (Segment Reporting) for the year ended December 31, 2024, with no material impact[34] - The company is evaluating the impact of ASU 2024-03 (Expense Disaggregation) and ASU 2023-09 (Income Tax Disclosures), effective for fiscal years beginning after December 15, 2026, and December 15, 2024, respectively[35][37] - Two major customers accounted for 45% and 49% of total net sales for the six months ended June 30, 2025 and 2024, respectively[33] Note 3. Revenue Recognition This note details the company's revenue recognition policies and disaggregates net revenue by product type and geographical segment - Revenue is disaggregated into Vita Coco Coconut Water, Private Label, and Other product categories[40] - Trade promotions and sales discounts are accounted for as a reduction of revenue[39] Net Revenue by Product Type and Segment (Three Months Ended June 30, 2025, Amounts in thousands) | Product Category | Americas | International | Consolidated | | :----------------------- | :------- | :------------ | :----------- | | Vita Coco Coconut Water | $120,450 | $19,882 | $140,332 | | Private Label | $14,685 | $6,222 | $20,907 | | Other | $6,826 | $694 | $7,520 | | Total | $141,961 | $26,798 | $168,759 | Net Revenue by Product Type and Segment (Six Months Ended June 30, 2025, Amounts in thousands) | Product Category | Americas | International | Consolidated | | :----------------------- | :------- | :------------ | :----------- | | Vita Coco Coconut Water | $206,568 | $33,059 | $239,627 | | Private Label | $35,882 | $10,981 | $46,863 | | Other | $12,111 | $1,079 | $13,190 | | Total | $254,561 | $45,119 | $299,680 | Note 4. Inventory This note provides a breakdown of the company's inventory, distinguishing between raw materials, packaging, and finished goods Inventory (Amounts in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :------------------ | | Raw materials and packaging | $4,737 | $3,536 | | Finished goods | $79,373 | $80,064 | | Total Inventory | $84,110 | $83,600 | Note 5. Goodwill This note describes the goodwill recognized from a past acquisition, its allocation to the Americas segment, and the absence of impairment - Goodwill of $7.8 million is associated with a June 2018 acquisition and allocated to the Americas reporting unit[43] - No impairment has been recognized since the acquisition[43] Note 6. Debt This note details the company's debt structure, including vehicle loans and the amended revolving credit facility, and compliance with covenants Notes Payable (Amounts in thousands) | Category | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :------------------ | | Vehicle loans | $8 | $13 | | Current | $8 | $10 | | Non-current | $— | $3 | - The 2020 Credit Facility (revolving line of credit of $60.0 million) was amended on February 14, 2025, extending its maturity to February 13, 2030[45] - As of June 30, 2025, the company had no outstanding balance and $60.0 million undrawn and available under its amended 2020 Credit Facility[47] - The company was in compliance with all financial covenants of the 2020 Credit Facility as of June 30, 2025[49] Note 7. Commitments and Contingencies This note outlines the company's exposure to business risks from international sourcing and concentrations of major customers and suppliers - The company imports finished goods predominantly from manufacturers in South American and Southeast Asian countries, exposing it to business risks[52] Major Customers (Six Months Ended June 30, 2025) | Customer | Net Sales % | Accounts Receivable % | | :--------- | :---------- | :-------------------- | | Customer A | 20 % | 23 % | | Customer B | 25 % | 21 % | Major Suppliers (Six Months Ended June 30, 2025) | Supplier | Purchases % | | :--------- | :---------- | | Supplier A | 15 % | | Supplier B | 14 % | | Supplier C | 13 % | Note 8. Derivative Instruments This note explains the company's use of foreign currency exchange contracts to manage currency risk and their fair value recognition - The company uses foreign currency exchange contracts to mitigate currency risk on inventory purchases (Brazilian real, Malaysian ringgit, Thai baht) and intercompany transactions (British pounds, Canadian dollars)[55][56] - These derivative instruments are not designated as hedging instruments and are recognized at fair value[54] Unrealized Gain/(Loss) on Derivative Instruments (Amounts in thousands) | Period | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Three Months Ended June 30, Unrealized gain/(loss) | $1,067 | $(5,963) | | Six Months Ended June 30, Unrealized gain/(loss) | $3,884 | $(8,488) | Note 9. Fair Value Measurements This note describes the fair value measurement of derivative instruments, specifically forward currency swaps, classified as Level 2 - The company's forward currency swap contracts are classified as Level 2 in the fair value hierarchy, using observable inputs[60][61] Fair Value of Forward Currency Swaps (Amounts in thousands) | Date | Fair Value | | :---------------- | :--------- | | June 30, 2025 | $(1,628) | | December 31, 2024 | $(5,513) | Note 10. Stockholders' Equity This note details changes in the share repurchase program, including increased authorization and shares repurchased during the period - The Board approved an additional $25.0 million to the share repurchase program on April 28, 2025, increasing the total authorization to $65.0 million[64] - The company repurchased 284,728 shares for $8.6 million during the three months ended June 30, 2025[64] - As of June 30, 2025, $42.1 million remained under the repurchase program[64] Note 11. Stock-Based Compensation This note presents the total stock compensation expense and details the grants of service-based stock options, RSUs, and PSUs Total Stock Compensation Expense (Amounts in thousands) | Period | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Three Months Ended June 30, Total expense | $2,962 | $2,399 | | Six Months Ended June 30, Total expense | $5,148 | $4,508 | - During the six months ended June 30, 2025, the company granted 201,100 service-based stock options[69] - During the six months ended June 30, 2025, the company granted 206,506 RSUs and 71,140 PSUs[72] Note 12. Income Taxes This note provides details on income tax expense, effective tax rates, and the evaluation of recently enacted tax reform legislation Income Tax Expense (Amounts in thousands) | Period | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Three Months Ended June 30, Income tax expense | $5,263 | $6,416 | | Six Months Ended June 30, Income tax expense | $10,744 | $10,193 | Effective Tax Rate | Period | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Six Months Ended June 30, Tax rate | 20.5 % | 23.4 % | - The U.S. enacted tax reform legislation on July 4, 2025, which the company is evaluating for impact on its financial statements[76] Note 13. Earnings Per Share This note presents the basic and diluted earnings per share for various periods Earnings Per Share | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic EPS | $0.40 | $0.34 | $0.73 | $0.59 | | Diluted EPS | $0.38 | $0.32 | $0.70 | $0.57 | Note 14. Segment Reporting This note disaggregates financial information by the company's two reportable segments: Americas and International, and by country - The company operates in two reportable segments: Americas (U.S. and Canada) and International (Europe, Middle East, Asia Pacific)[80] Segment Net Sales (Three Months Ended June 30, Amounts in thousands) | Segment | 2025 | 2024 | | :------------ | :----- | :----- | | Americas | $141,961 | $124,502 | | International | $26,798 | $19,614 | | Total | $168,759 | $144,116 | Segment Gross Profit (Three Months Ended June 30, Amounts in thousands) | Segment | 2025 | 2024 | | :------------ | :----- | :----- | | Americas | $51,046 | $52,208 | | International | $10,219 | $6,529 | | Total | $61,265 | $58,737 | Net Sales by Country (Six Months Ended June 30, Amounts in thousands) | Country | 2025 | 2024 | | :-------------- | :------- | :------- | | United States | $235,813 | $205,561 | | United Kingdom | $31,403 | $25,862 | | All other countries | $32,464 | $24,391 | | Total | $299,680 | $255,814 | Note 15. Related Party Transactions This note discusses the termination of a director nominee agreement and the waiver of legal fees by a significant stockholder - A director nominee agreement with Verlinvest Beverages SA, a significant stockholder, terminated on June 3, 2025[84] - Verlinvest waived its right to reimbursement of legal fees for its counsel in the amount of $0.1 million (Q4 2023) and $0.3 million (April 2024) related to secondary share offerings[85] Note 16. Investment in Unconsolidated Joint Venture This note details the company's acquisition and initial capital contribution to its unconsolidated joint venture in China - The company acquired a 60% joint venture interest in Coco Ventures Limited (China) on August 2, 2024, for $0.6 million[88] - Coco Ventures Limited commenced operations in February 2025, and the company contributed $0.1 million as initial capital funding in the six months ended June 30, 2025[88] Note 17. Leases This note describes new office lease agreements and presents key operating lease information, including right-of-use assets and liabilities - The company signed new office lease agreements in New York (commenced Jan 2025), London (commenced Jan 2025), and Singapore (commenced April 2025)[89] Operating Lease Information (Amounts in thousands) | Line Item | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :------------------ | | Operating lease right-of-use assets | $12,222 | $385 | | Non-current portion of operating lease liabilities | $13,996 | $— | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the company's financial condition and results, covering business overview, key performance factors, and operational outcomes Overview This section provides a high-level description of the company's global leadership in plant-based beverages, asset-lite supply chain, and distribution network - The Vita Coco Company is a global leader in the coconut and other plant waters category, with its Vita Coco brand leading the U.S. coconut water market[93][94] - The company operates an asset-lite supply chain, sourcing coconut water from 16 factories across six countries[95] - Products are distributed in over 35 countries, with primary markets in North America, the United Kingdom, and Germany[96] Key Factors Affecting Our Performance This section discusses macroeconomic uncertainties, new tariffs, and changes in private label business as significant influences on the company's performance - Macroeconomic uncertainties, including geopolitical instability, interest rates, foreign exchange rates, and tariffs, significantly affect the global supply chain and costs[97] - A new U.S. universal baseline tariff of 10% is currently being applied, increasing the company's cost of goods sold, with a proposed 50% tariff for Brazil adding further uncertainty[98] - The private label coconut oil business with a major customer discontinued in early 2024, and private label coconut water net sales are expected to be impacted by the loss of some service regions in 2025[98] Components of Our Results of Operations This section defines the key components of the company's financial results, including net sales, cost of goods sold, operating expenses, and other income/expense - Net Sales are recognized net of allowances for returns, discounts, credits, and taxes, including trade promotions and sales discounts[99][100] - Cost of Goods Sold includes product costs, inbound/outbound shipping, freight, duties, and warehouse fulfillment costs[101] - Operating Expenses include Selling, General and Administrative (SG&A) expenses, which cover marketing, personnel, R&D, rent, and professional fees[104] - Other Income (Expense), Net, includes unrealized gains/losses on derivative instruments, foreign currency gains/losses, and interest income[105][106][107] Results of Operations This section provides a detailed analysis of the company's financial performance across key metrics like net sales, gross profit, and operating expenses Net Sales This section analyzes consolidated net sales, highlighting growth drivers like Vita Coco Coconut Water volume and offsets from private label declines Consolidated Net Sales (Amounts in thousands) | Period | 2025 | 2024 | Change Amount | Change Percentage | | :------------------------------------ | :------- | :------- | :------------ | :---------------- | | Three Months Ended June 30, Net sales | $168,759 | $144,116 | $24,643 | 17.1 % | | Six Months Ended June 30, Net sales | $299,680 | $255,814 | $43,866 | 17.1 % | - Consolidated net sales increase was primarily driven by strong Vita Coco Coconut Water volume growth (20.9% CE volume for 3 months, 22.7% for 6 months)[112][113] - This growth was partially offset by a 25.2% decrease in private label net sales for the three months and an 18.3% decrease for the six months, due to lost service regions and the discontinuation of private label coconut oil sales[112] - Net sales from 'Other' products increased significantly (137.6% for 3 months, 134.3% for 6 months) due to the national rollout of Vita Coco Treats in the U.S[118] Gross Profit This section examines changes in consolidated gross profit and margin, attributing shifts to volume, costs, tariffs, and product mix Consolidated Gross Profit and Margin (Amounts in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Gross profit | $61,265 | $58,737 | $109,350 | $105,914 | | Gross margin | 36.3 % | 40.8 % | 36.5 % | 41.4 % | - Consolidated gross profit increased primarily due to higher CE volume[124] - Consolidated gross margin declined due to increased rates for finished goods and transportation costs, and the initial impact of baseline tariffs, partially offset by branded coconut water pricing and favorable product mix[124] Operating Expenses This section details the increase in selling, general, and administrative expenses, driven by marketing, personnel, bad debt, and dual rent Selling, General and Administrative Expenses (Amounts in thousands) | Period | 2025 | 2024 | Change Amount | Change Percentage | | :------------------------------------ | :------- | :------- | :------------ | :---------------- | | Three Months Ended June 30, SG&A | $36,143 | $28,756 | $7,387 | 25.7 % | | Six Months Ended June 30, SG&A | $64,935 | $56,974 | $7,961 | 14.0 % | - The increase in SG&A was primarily driven by higher marketing expenses for new product awareness campaigns (Vita Coco Treats), increased personnel-related expenses, and higher reserves for bad debt[126] - Dual rent expense for the new New York office also contributed to the increase in SG&A[126] Other Income (Expense), Net This section explains the significant improvement in other income (expense), net, primarily due to unrealized gains on derivative instruments and foreign currency Total Other Income (Expense), Net (Amounts in thousands) | Period | 2025 | 2024 | Change Amount | | :------------------------------------ | :------- | :------- | :------------ | | Three Months Ended June 30, Total other income (expense) | $3,049 | $(4,472) | $7,521 | | Six Months Ended June 30, Total other income (expense) | $8,119 | $(5,416) | $13,535 | - The significant improvement was primarily due to unrealized gains on derivative instruments (hedging BRL and THB) and foreign currency gains[129][130] - Interest income slightly decreased due to lower interest rates in 2025 compared to 2024[131] Income Tax Expense This section presents the income tax expense and effective tax rates, noting the impact of discrete items and jurisdictional profit mix Income Tax Expense and Rate (Amounts in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax expense | $5,263 | $6,416 | $10,744 | $10,193 | | Tax rate | 18.7 % | 25.2 % | 20.5 % | 23.4 % | - The effective tax rate for the six months ended June 30, 2025, was lower than the U.S. statutory rate primarily due to discrete items and the jurisdictional mix of pre-tax profits[134] Non-GAAP Financial Measures This section provides EBITDA and Adjusted EBITDA as supplemental non-GAAP measures to assess core operating performance, excluding specific items - EBITDA and Adjusted EBITDA are presented as supplemental non-GAAP financial measures to assess core operating performance, excluding certain non-cash and other non-recurring items[135][137] Adjusted EBITDA (Amounts in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Adjusted EBITDA | $29,242 | $32,238 | $51,747 | $53,468 | - Adjustments include stock-based compensation, unrealized gains/losses on derivative instruments, foreign currency gains/losses, secondary offering costs, and other adjustments like a one-time incentive program and dual rent expense[140][141] Liquidity and Capital Resources This section discusses the company's cash position, cash flow activities, and debt structure, highlighting sources and uses of capital Cash Flows This section analyzes changes in cash flows from operating, investing, and financing activities, detailing the drivers of these movements - Cash and cash equivalents were $167.0 million as of June 30, 2025, and $164.7 million as of December 31, 2024[142] Cash Flows Summary (Six Months Ended June 30, Amounts in thousands) | Cash Flow Activity | 2025 | 2024 | Change Amount | Change Percentage | | :------------------------------------------ | :----- | :----- | :------------ | :---------------- | | Operating activities | $12,010 | $26,652 | $(14,642) | (54.9%) | | Investing activities | $(1,508) | $(414) | $(1,094) | n/m | | Financing activities | $(9,081) | $(8,562) | $(519) | 6.1% | - The decrease in operating cash flows was driven by timing differences in accounts receivable collection and higher inventory purchases, partially offset by increased net income[147] - Increased cash used in investing activities was primarily due to capital expenditures for new offices in New York, London, and Singapore[148] - Increased cash used in financing activities was primarily driven by higher volume of share repurchases[149] Debt This section outlines the company's minimal debt, the extended credit facility, and its compliance with financial covenants - The company had an immaterial amount of debt outstanding as of June 30, 2025, related to vehicle loans[150][154] - The $60 million 2020 Credit Facility's maturity was extended to February 13, 2030, and had no outstanding balance as of June 30, 2025[151][153] - The company was compliant with all financial covenants of the Revolving Facility as of June 30, 2025[153] Critical Accounting Policies and Significant Judgments and Estimates This section confirms no material changes to critical accounting policies or significant judgments and estimates during the period - No material changes to critical accounting policies were made during the six months ended June 30, 2025, from those discussed in the Form 10-K[158] Recent Accounting Pronouncements This section refers to Note 2 for disclosures regarding recently adopted and issued accounting pronouncements - A description of recently adopted and issued accounting pronouncements is disclosed in Note 2 to the condensed consolidated financial statements[159] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the company's exposure to market risks, including interest rate, foreign currency, tariff, inflation, and credit risks Interest Rate Risk This section discusses the company's minimal interest rate risk due to no outstanding balance on its variable-rate credit facility - The company's 2020 Credit Facility incurs interest at variable rates, but there was no outstanding balance as of June 30, 2025, minimizing current interest rate risk exposure[161] Foreign Currency Exchange Risk This section describes the company's use of derivative instruments to mitigate foreign currency fluctuations and their impact on financial results - The company uses derivative financial instruments (forward exchange contracts) to reduce foreign currency fluctuations from global transactions[162] - Total notional values of forward exchange contracts were $89.2 million as of June 30, 2025[163] - Derivatives resulted in an unrealized gain of $3.9 million for the six months ended June 30, 2025[163] Tariff and Inflation Risks This section addresses the impact of inflation and new U.S. tariffs on the company's cost of goods sold and potential supply chain disturbances - Inflation generally increases transportation, labor, and manufacturing costs[165] - A new U.S. universal baseline tariff of 10% is increasing the company's cost of goods sold[165][166] - Uncertainty of future tariffs could cause disturbances in ocean shipping capacity and create additional inflationary effects[166] Credit Risk This section highlights the company's concentration of credit risk with two major customers, noting no experienced credit issues - The company is exposed to concentration of credit risk from two major customers, which represented approximately 45% of consolidated net sales for the six months ended June 30, 2025[167] - The company has not experienced credit issues with these major customers[167] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025, and there were no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025[169] - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[170] PART II - OTHER INFORMATION Item 1. Legal Proceedings The company is not currently involved in any material legal proceedings, pending or threatened - The company is not currently a party to any material legal proceedings[173] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the company's Form 10-K for the fiscal year ended December 31, 2024 - No material changes to the risk factors as of June 30, 2025, from those described in the Form 10-K[174] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company did not sell any unregistered equity securities during the three months ended June 30, 2025. It repurchased 284,728 shares of common stock for $8.6 million in April 2025 under its expanded $65 million share repurchase program - No unregistered equity securities were sold during the three months ended June 30, 2025[175] - The company repurchased 284,728 shares of common stock at a cost of $8.6 million in April 2025 under its share repurchase program[175] - As of April 30, 2025, approximately $42.1 million remained available under the $65 million repurchase program[175] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities during the reported period - No defaults upon senior securities[176] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[177] Item 5. Other Information Verlinvest Beverages SA, a significant stockholder, completed a block sale of 3,766,762 shares of common stock on May 8, 2025, reducing its beneficial ownership to approximately 12.5%. Additionally, several officers and directors adopted Rule 10b5-1 trading plans for future stock sales - Verlinvest Beverages SA sold 3,766,762 shares of common stock on May 8, 2025, reducing its beneficial ownership from 19.1% to approximately 12.5%[178][179] - Corey Baker (CFO), Michael Kirban (Co-Founder), Ira Liran (Director), and Charles Van Es (CSO) adopted Rule 10b5-1 trading plans in May-June 2025 for future stock sales[181] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, various agreements, and certifications - Exhibits include the Second Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Registration Rights Agreement, Investor Rights Agreement, and various certifications[183] - The Third Amendment to the Manufacturing and Purchasing Agreement was filed herewith[183] Signatures This section confirms the official signing of the report by the Chief Executive Officer and Chief Financial Officer - The report was signed by Martin Roper, Chief Executive Officer and Director, and Corey Baker, Chief Financial Officer, on July 30, 2025[190]