Cover and table of contents

7K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

​

Washington, D.C. 20549

​

Form 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

​

For the fiscal year ended December 31, 2019

​

OR

​

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

​

For the transition period from _____ to _____

​

Commission file number 001-18761

​

MONSTER BEVERAGE CORPORATION

(Exact name of registrant as specified in its charter)

​

Delaware47-1809393
(State or other jurisdiction of​(I.R.S. Employer
incorporation or organization)​Identification No.)

​

1 Monster Way Corona, California 92879

(Address of principal executive offices) (Zip Code)

​

Registrant’s telephone number, including area code: (951) 739 - 6200

​

Securities registered pursuant to Section 12(b) of the Act:

​

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.005 par value per share​MNST​Nasdaq Global Select Market

​

Securities registered pursuant to Section 12(g) of the Act: None

​

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ◻

​

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ◻ No þ

​

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ◻

​

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ◻

​

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

​

Large accelerated filer þAccelerated filer ◻
Non-accelerated filer ◻​Smaller reporting company ☐
​​Emerging growth company ☐

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.). Yes ☐ No þ

​

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $31,534,998,627 computed by reference to the closing sale price for such stock on the Nasdaq Global Select Market on June 28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter.

​

The number of shares of the registrant’s common stock, $0.005 par value per share (being the only class of common stock of the registrant), outstanding on February 20, 2020 was 536,896,142 shares.

​

DOCUMENTS INCORPORATED BY REFERENCE:

​

Portions of the registrant’s Definitive Proxy Statement to be filed subsequent to the date hereof with the Commission pursuant to Regulation 14A in connection with the registrant’s 2020 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2019.

​

​

MONSTER BEVERAGE CORPORATION

FORM 10-K

TABLE OF CONTENTS

​​​
Item NumberPage Number
​PART I​
​​​​
1.​Business3
1A.​Risk Factors18
1B.​Unresolved Staff Comments33
2.​Properties33
3.​Legal Proceedings33
4.​Mine Safety Disclosures34
​​​​
​​PART II​
​​​​
5.​Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34
6.​Selected Financial Data37
7.​Management’s Discussion and Analysis of Financial Condition and Results of Operations38
7A.​Quantitative and Qualitative Disclosures about Market Risk62
8.​Financial Statements and Supplementary Data63
9.​Changes in and Disagreements with Accountants on Accounting and Financial Disclosure63
9A.​Controls and Procedures63
9B.​Other Information66
​​​​
​​PART III​
​​​​
10.​Directors, Executive Officers and Corporate Governance66
11.​Executive Compensation66
12.​Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters66
13.​Certain Relationships and Related Transactions, and Director Independence67
14.​Principal Accounting Fees and Services67
​​​​
​​PART IV​
​​​​
15.​Exhibits and Financial Statement Schedules67
16.​Form 10-K Summary67
​​​​
​​Signatures70

​

​

​

PART I

Next: Item 1. BUSINESS