Monster Beverage (MNST) 10-K risk factor changes: FY2021 vs FY2020
The 2021-12-31 10-K against the 2020-12-31 one, compared heading by heading and sentence by sentence.
Item 1A56 rewritten31 added12 removed348 unchanged
All filing items890 rewritten360 added502 removed2,001 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 360 added, 502 removed, 890 rewritten and 2,001 unchanged across 20 items that differ.
- New this year: Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICITONS THAT PREVENT INSPECTIONS.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
56 rewritten, 31 added, 12 removed, 348 unchanged
| | ● | The COVID-19 pandemic has [removed: had,] [added: impacted] and we expect will continue to [removed: have, certain impacts on our business and operations. Such impacts may have a material adverse or other effect on] [added: impact] our business and [removed: results of] operations. |
| | ● | Provisions in our organizational documents and control by insiders [added: or TCCC] may prevent changes in control even if such changes would be beneficial to other stockholders. |
| | ● | Changes in consumer product and shopping preferences may reduce demand for [removed: some of] our products. |
| | ● | If we are not able to retain the [removed: full-time] services of [removed: senior management,] [added: our workforce,] there may be an adverse effect on our operations and/or our operating performance until we find suitable replacements. |
| | ● | If we encounter material product recalls, our business may suffer material losses and such recalls could damage our brand image and corporate reputation, also [removed: potentially] resulting in material losses. |
| | ● | We must continually maintain, [added: monitor,] protect and/or upgrade our information technology systems, including protecting us from internal and external cybersecurity threats. |
_The COVID-19 pandemic has [removed: had,] [added: impacted] and we expect will continue to [removed: have, certain impacts on our business and operations, and such impacts may have a material adverse or other effect on] [added: impact] our business and [removed: results of] operations._
| | ● | Deteriorating economic conditions and continued financial uncertainties in many of our major markets due to the COVID-19 pandemic, such as [added: inflation,] increased and prolonged unemployment, decreases in per capita income and the level of disposable income, declines in consumer confidence, or economic slowdowns or recessions, could affect consumer purchasing power and consumers’ ability to purchase our products, thereby reducing demand for our products. In addition, public concern among consumers regarding the risk of contracting COVID-19 may also reduce demand for our products. |
| | ● | Our [removed: advertising, marketing, promotional, sponsorship and endorsement activities have been, and will continue to be, disrupted by reduced opportunities for such activities due to measures taken to limit the spread of the COVID-19 pandemic and the cancellations of or reduced capacity at sporting events, concerts and other events may result in decreased demand for our products. Our] product sampling programs, which are part of our strategy to develop brand awareness, have been, and will continue to be, disrupted by the COVID-19 pandemic. If we are unable to successfully adapt to the changing landscape of advertising, marketing, promotional, sponsorship and endorsement opportunities created by the COVID-19 pandemic, our sales, market share, volume growth and overall financial results could be negatively affected. |
| | ● | Some of our suppliers, bottlers/distributors and co-packers [removed: may experience] [added: have experienced, and likely will continue to experience,] plant closures, production slowdowns and disruptions in operations as a result of the impact of the COVID-19 pandemic. This could result in [removed: a disruption] [added: material disruptions] to our operations. |
| | ● | We [added: have experienced and] may [added: continue to] experience delays in receiving certain raw materials as a result of shipping delays due to, among other things, additional safety requirements imposed by port authorities, closures of, or congestion at ports, reduced availability of commercial transportation, [added: freight inefficiencies, shortages of shipping containers,] border restrictions and capacity constraints. |
| | ● | Due to increased demand in at home beverage consumption, aluminum cans remain in tight supply, which could adversely impact or limit our sales and/or results of operations. [added: We may also need to commit to minimum purchase volumes in order to secure sufficient quantities of certain raw materials including aluminum cans, as well as minimum co-packing volumes, which may lead to claims, costs, or losses if we over-estimate future demand for our products and do not use such volumes in full.] |
| | ● | As a result of the COVID-19 pandemic, including related governmental measures, restrictions, directives and guidance, [removed: we have required] most of our office-based employees [added: continue] to work remotely. We may experience reductions in productivity and disruptions to our business routines while our remote work policy remains in place. If our employees working remotely do not maintain appropriate measures to mitigate potential risks to our technology and operations from information technology-related disruptions, we may face cybersecurity threats. Employees of our third-party service providers who are working remotely, with whom we may share data, are subject to similar cybersecurity risks. |
| | ● | Governmental authorities at the U.S. federal, state and/or municipal level and in certain foreign jurisdictions may increase or impose new income taxes, indirect taxes or other taxes or revise interpretations of existing tax rules and regulations as a means of financing the costs of stimulus or may take other measures to protect populations and economies from the impact of the COVID-19 pandemic. Increases in direct and indirect [removed: tax rates could affect our net income, and increases in consumer taxes could affect our products’ affordability and reduce our sales.] |
| | ● | We may be required to record significant impairment charges with respect to goodwill or intangible [removed: assets] [added: assets,] whose fair values may be negatively affected by the effects of the COVID-19 pandemic. |
_Provisions in our organizational documents and control by insiders [added: or TCCC] may prevent changes in control even if such changes would be beneficial to other stockholders._
Furthermore, as of February [removed: 19, 2021,] [added: 16, 2022,] Mr. Sacks and Mr. Schlosberg together may be deemed to beneficially own and/or exercise voting control over approximately 10% of our outstanding common stock.
As of February [removed: 19, 2021,] [added: 16, 2022,] TCCC owned approximately 19% of our common stock.
As a result, in the event of a disruption and/or delay, [added: and/or demand exceeding forecasted demand,] we may be unable to procure alternative packing facilities at commercially reasonable rates and/or within a reasonably short time period.
[removed: While this disruption in production did not significantly affect our revenues, a] [added: A] lengthy disruption or delay in the production of any of our products could significantly adversely affect our revenues from such products, because alternative co-packing facilities in the United States and abroad with adequate long-term capacity may not be available for such products either at commercially reasonable rates and/or costs and/or within a reasonably short time period, if at all.
Many of our bottlers/distributors are affiliated with and manufacture and/or distribute other carbonated, non-carbonated and other beverage [removed: products (both alcoholic and non-alcoholic).][added: products.]
The TCCC North American Bottlers, Coca-Cola [removed: European] [added: Europacific] Partners, Coca-Cola Hellenic, Coca-Cola FEMSA, Coca-Cola Amatil, Swire Coca-Cola (China), COFCO Coca-Cola, Coca-Cola Beverages Africa and Coca-Cola İçecek are our primary domestic and international distributors of our products.
As a result, if we are unable to maintain good relationships with these [removed: distributors,] [added: bottlers/distributors,] or they do not effectively focus on marketing, promoting, selling and distributing our products, sales of our products could be adversely affected.
A decision by our primary domestic and international [removed: distributors] [added: bottlers/distributors] or any other large customer to decrease the amount purchased from us or to cease carrying our products could have a material adverse effect on our financial condition and consolidated results of operations.
The marketing efforts of our [removed: distributors] [added: bottlers/distributors] are important for our success.
The increasing number of competitive products and limited amount of shelf [removed: space,] [added: space in retail stores,] including in beverage coolers, [removed: in retail stores] may adversely impact our ability to gain or maintain our share of sales in the marketplace.
_Criticism of our energy drink products and/or criticism or a negative perception of energy drinks [removed: generally,] [added: generally] could adversely affect us._
[removed: Our ability] [added: If we are unable] to satisfy all criteria set forth in any model energy drink guidelines, including, without limitation, those adopted by the American Beverage Association, of which we are a member, and/or any international beverage [removed: associations and the impact of] [added: associations, it could negatively affect] our [removed: failure to satisfy such guidelines] [added: overall reputation, which in turn could have a negative impact] on our business, financial condition and results of operations.
Our products compete with all liquid refreshments and in some cases with products of much larger [removed: and substantially better financed] competitors, including the products of numerous nationally and internationally known producers such as TCCC, PepsiCo, Red Bull GmbH and KDP.
Sales in gas chains may also be affected by [added: increased gasoline prices,] improvements in fuel efficiency and increased consumer preferences for electric or alternative fuel-powered vehicles, which may result in fewer trips by consumers to gas stations and a corresponding reduction in purchases by consumers in convenience gas retailers.
_Changes in consumer product and shopping preferences may reduce demand for [removed: some of] our products._
Our net sales to customers outside of the United States were approximately [removed: 33%, 32%] [added: 37%, 33%] and [removed: 29%] [added: 32%] of consolidated net sales for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.
However, industry-wide shortages of certain [added: flavor ingredients,] flavors, fruits and fruit juices, coffee, tea, cocoa, dairy-based products, packaging materials (including aluminum cans) supplement ingredients and sweeteners have been, and could from time to time in the future be, encountered, which could interfere with and/or delay production of certain of our products.
We are uncertain whether the prices of any of the above or any other raw materials or ingredients, [removed: certain] [added: many] of which have recently [removed: risen,] [added: risen significantly,] will continue to rise or may rise in the future.
In [removed: 2018,] [added: recent years,] the United States [added: has] imposed tariffs on steel and aluminum as well as on goods imported from [removed: China and] certain [removed: other] countries.
Additional tariffs imposed by the United States on a broader range of imports, or further trade measures taken by [removed: China or] other countries, could result in an increase in supply chain costs.
If we materially underestimate demand for our products or are unable to secure sufficient ingredients or raw materials including, but not limited to, aluminum cans, aluminum cap cans, sleek aluminum cans, aluminum cans with re-sealable ends, PET plastic bottles, caps, labels, sucralose, [added: flavor ingredients,] flavors, supplement ingredients, juice concentrates, certain sweeteners, coffee, tea, cocoa, protein and packaging materials or experience difficulties with our co-packing arrangements, including production shortages or quality issues, we might not be able to satisfy demand on a short-term basis.
If the costs of [removed: these] packaging supplies [added: and other costs, as well as ocean and domestic freight rates, continue to] increase, we may be unable to pass these costs along to our customers through corresponding adjustments to the prices we charge, which could have a material adverse effect on our results of operations.
_If we are not able to retain the [removed: full-time] services of [removed: senior management,] [added: our workforce,] there may be an adverse effect on our operations and/or our operating performance until we find suitable replacements._
Our business is dependent, to a large extent, upon the services of our [removed: senior management.][added: workforce.]
| | ● | Our inability to implement our growth strategy, including expanding our business in existing and new sectors, such as the alcohol beverage sector, or successfully integrate acquired businesses or assets could adversely affect our business and financial results. |
| | ● | The costs of packaging supplies, ocean and domestic freight, and inflation generally may adversely affect our results of operations. |
| | ● | Significant changes to or failure to comply with various environmental laws may expose us to liability and/or cause certain of our facilities to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations. |
| | ● | The COVID-19 pandemic has directly and indirectly impacted our business. The duration and severity of this impact will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information regarding the COVID-19 pandemic, as well as the emergence of new variants, the action taken to limit its spread and the economic impact on local, regional, national and international markets. As countries continue to combat the COVID-19 pandemic, and as governments and/or local authorities impose regulations regarding COVID-19 testing, vaccine mandates and related workplace restrictions, there remains a risk that the COVID-19 pandemic may impact our business and supply chain, including our ability to recruit and/or retain our employees as well as impact our co-packers, bottlers/distributors and/or suppliers. |
| | | tax rates could affect our net income, and increases in consumer taxes could affect our products’ affordability and reduce our sales. |
| --- | --- | --- |
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For example, in 2021, sales of many of our product lines were adversely impacted by production capacity constraints as a result of above forecast demand.
_Our inability to implement our growth strategy, including expanding our business in existing and new sectors, such as the alcohol beverage sector, or successfully integrate acquired businesses or assets could adversely affect our business and financial results._
On February 17, 2022, we acquired CANarchy, a craft beer and hard seltzer company and may continue to make acquisitions that expand our business into new sectors in the beverage industry.
Risks associated with entering into a new sector include: (1) having no or limited experience in such sector; (2) increased exposure to certain governmental regulations and compliance requirements; (3) difficulties developing, manufacturing, and marketing the products of newly acquired companies in a way that enhances the performance of our combined businesses and product lines; and (4) our lesser familiarity with consumer preferences in the new sector.
Entry into new sectors of the beverage industry will bring us into competition with new competitors with a larger, more established market presence.
We cannot ensure that our entry into the alcohol beverage sector or any other new beverage sectors will be profitable and future profitability may be delayed or otherwise materially adversely affected.
Overall, the effectiveness of these acquisitions can be less predictable than developing new lines of energy drinks and might not provide the anticipated benefits or desired rates of return.
Integrating the operations of acquired businesses could be a difficult, costly and time-consuming process that involves a number of risks including, but not limited to, the integration of company cultures and management teams, retaining key employees and customers, increased exposure to certain governmental regulations and compliance requirements, increased costs, and use of resources.
Even if we successfully integrate acquired businesses, it is possible that we will not realize the expected benefits from any completed acquisition over the timeframe we expect, or at all, or that our existing operations will be adversely affected as a result of acquisitions.
The costs of achieving these benefits could also be higher than we expected.
Therefore, the acquisition and integration of acquired businesses may not contribute to our earnings as expected, we may not achieve profit margin targets when expected, or at all, and we may not achieve the other anticipated strategic financial benefits of such transactions.
The costs of packaging supplies, ocean and domestic freight, and inflation generally may adversely affect our results of operations.
Recently, inflation has affected, and continues to affect, our raw materials costs, commodities and other inputs globally.
Public health officials and health advocates are increasingly focused on the public health consequences associated with obesity, especially as it affects children, and are seeking legislative change to reduce the consumption of sweetened beverages.
_Significant changes to or failure to comply with various environmental laws may expose us to liability and/or cause certain of our facilities to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations._
We, and our co-packers, are subject to a wide and increasingly broad array of federal, state, regional, local, and international environmental laws, including statutes and regulations, which aim to regulate emissions and impacts to air, land, and water.
Our operations may result in odors, noise, or other pollutants being emitted from our facilities.
Failure to comply with these environmental laws or any future changes to them could result in alleged harm to our employees or others near our facilities, significant costs to satisfy environmental compliance, remediation or compensatory requirements, or the imposition of penalties or restrictions on operations by governmental agencies or courts.
In 2021, an AFF facility, which manufactures the primary flavors for our Monster Energy® Drinks segment, received notices of violation for emitting odors and for failing to properly permit its equipment.
Failure to comply with the notices and remediate certain emissions at this facility, or other facilities, may result in penalties, liability for damages, alterations to our facilities’ operations, or the closing or relocation of a facility.
Such actions may result in flavor shortages, which could in turn result in shortages for our finished products and adversely affect our business, financial condition, and results of operations.
Increasing concern over environmental, social and governance (“ESG”) matters, including climate change, will likely result in new or revised laws and regulations aimed at reducing or mitigating the potential effects of greenhouse gases, restricting or increasing the costs of commercial water use due to local water scarcity concerns, or increasing mandatory reporting of certain ESG metrics, such as recycling.
If we fail to comply with applicable environmental compliance mandates or fail to meet sustainability metrics, our business operations and our reputation could be adversely impacted.
Such attacks could lead to disruptions in or loss of access to our data or business systems, an inability to process customer orders and/or lost customer orders, unauthorized release of confidential or otherwise protected information, lost revenues or other costs due to office, plant, warehouse or other facility disruption or shutdown, and corruption of data.
| | ● | Our inability to innovate successfully and to provide new cutting edge products could adversely affect our business and financial results. |
| | ● | The costs of packaging supplies are subject to price increases from time to time, and we may be unable to pass all or some of such increased costs on to our customers. |
| | ● | We have experienced decreases in sales of our products in many of our markets around the world that have been affected by the COVID-19 pandemic, predominately during the early part of the 2020 second quarter. While some of the restrictions imposed as a result of the initial COVID-19 outbreak have been lifted or eased in many jurisdictions as the rates of COVID-19 infections have decreased or stabilized, resurgence of the COVID-19 pandemic in some markets has slowed or reversed the reopening process, and markets are moving through varying stages of restrictions and re-opening at different times. However, we have recently seen a resurgence of the COVID-19 pandemic in the Northern Hemisphere while cases in the Southern Hemisphere continue to rise. As a result, a number of countries, particularly in EMEA, have reinstituted lockdowns and other restrictions, which could further impact customer demand. If the COVID-19 pandemic and related unfavorable economic conditions continue to intensify, the negative impact on our sales, including our new product innovation launches, could be prolonged and may become more severe. |
For example, in recent years, sales of our Java Monster® and Muscle Monster® product lines were adversely impacted by production capacity constraints resulting from production and maintenance issues with certain of our co-packers.
As TCCC markets Coca-Cola Energy in additional territories, we may encounter difficulties in maintaining distributor attention, market share or position in the energy drink category in such territories, and bottlers/distributors may reduce the number of our SKUs they carry or impose limitations on distributing new product SKUs, which could adversely affect our business and operating results.
_Our inability to innovate successfully and to provide new cutting edge products could adversely affect our business and financial results._
The costs of packaging supplies are subject to price increases from time to time, and we may be unable to pass all or some of such increased costs on to our customers.
For instance, on January 1, 2020, a reform to a Mexican excise tax went into effect that expanded the definition of an “energy drink” subject to this tax to include products with any amount of caffeine (the prior version of the tax required a threshold of 20 milligrams of caffeine per 100 millimeters for the tax to be applicable) and “taurine or glucuronolactone or thiamine and/or any other substance that produces similar stimulating effects.” Public health officials and health advocates are increasingly focused on the public health consequences associated with obesity, especially as it affects children, and are seeking legislative change to reduce the consumption of sweetened beverages.
The Company currently has several proceedings ongoing with VPX to adjudicate claims, including claims for false advertising and trademark infringement and trade dress infringement, brought by the Company against VPX and by VPX against the Company.
Certain proceedings could result in an injunction barring us from selling certain of our products and/or require changes to be made to our current trade dress.
If we lose some or all of our intellectual property rights, or an injunction prevents us from selling any of our products, our business may be materially adversely affected.
We believe that we have adopted appropriate measures including ongoing cybersecurity risk assessments to mitigate potential risks to our technology and our operations from these information technology-related disruptions.
An excerpt. Shown here: 40 of 56 rewritten, all 31 added and all 12 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2021 filing and the FY2020 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
203 rewritten, 126 added, 211 removed, 362 unchanged
| | ● | _Results of Operations_ – an analysis of our consolidated results of operations for the [removed: three] years [removed: presented in our financial statements;] [added: ended December 31, 2021 and 2020;] |
[added: | ● |] The human and economic consequences of the COVID-19 [removed: pandemic] [added: pandemic, including new variants,] as well as the measures taken or that may be taken in the future by governments, and [removed: consequently] [added: consequently,] businesses (including the Company and its suppliers, [removed: full service beverage bottlers/distributors (“bottlers/distributors”),] [added: bottlers/ distributors,] co-packers and other service providers) and the public at large to limit the COVID-19 [removed: pandemic, has directly and indirectly impacted our business.][added: pandemic; |]
The duration and severity of this impact will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information [removed: that may emerge concerning] [added: regarding] the COVID-19 pandemic, [added: as well as] the [added: emergence of new variants, the] actions taken to limit its spread and the economic impact on local, regional, national and international markets.
We [removed: have been actively addressing] [added: continue to address] the COVID-19 pandemic with a global task force team working to mitigate the potential impacts [removed: to] [added: on] our people and business.
We are incredibly proud of the teamwork exhibited by our employees, co-packers and bottlers/distributors around the world who are [removed: ensuring] [added: endeavoring to maintain] the integrity of our supply chain.
Despite the ongoing impact of the COVID-19 pandemic, we achieved record [removed: fourth quarter] [added: annual] net [removed: sales.][added: sales in 2021.]
| ● Monster Energy® ● Monster Energy Ultra® ● Monster Rehab® ● Monster [removed: MAXX®] [added: Energy® Nitro] ● Java Monster® ● Muscle Monster® ● Espresso Monster® ● Punch Monster® ● Juice Monster® ● Monster Hydro® Energy Water ● Monster Hydro® Super Sport ● Monster HydroSport Super Fuel® ● Monster Super Fuel® ● Monster Dragon Tea® ● Reign Total Body Fuel® ● Reign Inferno® Thermogenic Fuel | | ● NOS® ● Full Throttle® ● Burn® ● Mother® ● Nalu® ● Ultra Energy® ● Play® and Power Play® (stylized) ● Relentless® ● BPM® ● BU® ● Gladiator® ● Samurai® ● Live+® ● Predator® ● Fury® [added: ● True North®] |
Our net sales of [removed: $4.60] [added: $5.5] billion for the year ended December 31, [removed: 2020] [added: 2021] represented record annual net sales.
[removed: Net] [added: The comparative net] sales for the year ended December 31, 2020 were negatively impacted by $15.2 million related to product returns from our customers as a result of a European formulation issue with a limited number of products in Europe and a labeling issue concerning one product in Japan (the “Product Returns”).
Net changes in foreign currency exchange rates had [removed: an unfavorable] [added: a favorable] impact on net sales of approximately [removed: $48.2] [added: $61.9] million for the year ended December 31, [removed: 2020.][added: 2021.]
Net sales of our Monster Energy® Drinks segment were [removed: $4.31] [added: $5.22] billion for the year ended December 31, [removed: 2020.][added: 2021.]
Net sales of our Strategic Brands segment were [removed: $266.4] [added: $294.8] million for the year ended December 31, [removed: 2020.][added: 2021.]
Our Monster Energy® Drinks segment represented [removed: 93.6%] [added: 94.2%] and [removed: 92.9%] [added: 93.6%] of our net sales for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
Our Strategic Brands segment represented [removed: 5.8%] [added: 5.3%] and [removed: 6.5%] [added: 5.8%] of our net sales for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
Our Other segment represented [removed: 0.6% and] 0.5% [added: and 0.6%] of our net sales for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
[removed: Net] [added: The comparative net] sales for the Monster Energy® Drinks segment for the year ended December 31, 2020 were negatively impacted by $15.2 million related to the Product Returns.
Net changes in foreign currency exchange rates had [removed: an unfavorable] [added: a favorable] impact on net sales [removed: in] [added: for] the Monster Energy® Drinks segment of approximately [removed: $44.0] [added: $57.6] million for the year ended December 31, [removed: 2020.][added: 2021.]
Net changes in foreign currency exchange rates had [removed: an unfavorable] [added: a favorable] impact on net sales [removed: in] [added: of approximately $4.3 million for] the Strategic Brands segment [removed: of approximately $4.2 million] for the year ended December 31, [removed: 2020.][added: 2021.]
Net sales to customers outside the United States amounted to [removed: $1.51] [added: $2.04] billion, [removed: $1.33] [added: $1.51] billion and [removed: $1.09] [added: $1.33] billion for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.
Such sales were approximately [removed: 33%, 32%] [added: 37%, 33%] and [removed: 29%] [added: 32%] of net sales for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.
[removed: Net] [added: The comparative net] sales to customers outside the United States for the year ended December 31, 2020 were negatively impacted by $15.2 million related to the Product Returns.
Percentages of our gross billings to our various customer types for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] are reflected below.
| | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] |
| U.S. full service bottlers/distributors | | [removed: 56%] [added: 51%] | | [removed: 58%] [added: 56%] | | [removed: 61%] [added: 58%] |
| International full service bottlers/distributors | | [removed: 34%] [added: 39%] | | [removed: 33%] [added: 34%] | | [removed: 31%] [added: 33%] |
| Club stores and e-commerce retailers | | 8% | | [removed: 7%] [added: 8%] | | [removed: 6%] [added: 7%] |
Our customers include Coca-Cola Canada Bottling Limited, Coca-Cola Consolidated, Inc., Coca-Cola Bottling Company United, Inc., Reyes Coca-Cola Bottling, LLC, Great Lakes Coca-Cola Distribution, LLC, Coca-Cola Southwest Beverages LLC, The Coca-Cola Bottling Company of Northern New England, Inc., Swire Pacific Holdings, Inc. (USA), Liberty Coca-Cola Beverages, LLC, Coca-Cola [removed: European] [added: Europacific] Partners, Coca-Cola Hellenic, Coca-Cola FEMSA, Coca-Cola Amatil, Swire Coca-Cola (China), COFCO Coca-Cola, Coca-Cola Beverages Africa, Coca-Cola İçecek and certain other TCCC network bottlers, Asahi Soft Drinks, Co., Ltd., Wal-Mart, Inc. (including Sam’s Club), Costco Wholesale Corporation and Amazon.com, Inc. A decision by any large customer to decrease amounts purchased from us or to cease carrying our products could have a material adverse effect on our financial condition and consolidated results of operations.
Coca-Cola Consolidated, Inc. accounted for approximately 12%, [removed: 13%] [added: 12%] and 13% of our net sales for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.
Reyes Coca-Cola Bottling, LLC accounted for approximately [removed: 11%,] [added: 10%,] 11% and [removed: 12%] [added: 11%] of our net sales for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.
Coca-Cola [removed: European] [added: Europacific] Partners accounted for approximately [added: 12%,] 10% [added: and 10%] of our net sales for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019, respectively.]
| | ● | _International Growth_ – The introduction, development and sustained profitability of our [removed: Monster Energy® brand] [added: brands] internationally remains a key value driver for our corporate growth. One or more of our products are distributed in approximately 154 countries and territories worldwide. |
| | ● | _Profitable Growth_ – We believe “functional” value-added beverage brands supported by marketing and innovation and targeted to a diverse consumer base, drive profitable growth. We [removed: continue to broaden our family of products to provide more alternatives to consumers and launched Reign Total Body Fuel® high performance energy drinks in the first quarter of 2019. We] are focused on increasing the profit margins for both our Monster Energy® Drinks segment and our Strategic Brands segment, and believe that tailored branding, packaging, pricing and distribution channel strategies help achieve profitable growth. We are implementing these strategies with a view to continuing profitable growth. |
| | ● | _Cost Management_ – The principal focus of cost management will continue to be on [added: mitigating increases and/or] reducing input procurement and production costs on a per-case basis, including raw material costs and co-packing fees, as well as reducing freight costs by securing additional co-packing facilities strategically localized. Another key area of focus is to decrease promotional allowances, selling and general and administrative costs, including sponsorships, sampling, promotional and marketing expenses, as a percentage of net sales. |
These measurements will continue to be a key management focus in [removed: 2021] [added: 2022] and beyond (See “Part II, Item 7 – [added: Management’s Discussion and Analysis of Financial Condition and] Results of Operations – Results of [removed: Operations for the Year Ended December 31, 2020, Compared to the Year Ended December 31, 2019”).][added: Operations”).]
As of December 31, [removed: 2020,] [added: 2021,] the Company had working capital of [removed: $2.39] [added: $3.72] billion compared to [removed: $1.66] [added: $2.39] billion as of December 31, [removed: 2019.][added: 2020.]
The increase in working capital was primarily the result of the [removed: $1.41] [added: $1.38] billion of net income earned during the year ended December 31, [removed: 2020.][added: 2021.]
For the year ended December 31, [removed: 2020,] [added: 2021,] our net cash provided by operating activities was approximately [removed: $1.36] [added: $1.16] billion as compared to [removed: $1.11] [added: $1.36] billion for the year ended December 31, [removed: 2019.][added: 2020.]
Principal uses of cash flows in [removed: 2020,] [added: 2021,] were purchases of investments, [removed: repurchase of our common stock,] development of our Monster Energy® brand internationally and [removed: acquisitions of real property, property and equipment.]
These principal uses of cash flows are expected to be and remain our principal recurring use of cash and working capital funds in the future (See “Part II, Item 7 – [added: Management’s Discussion and Analysis of Financial Condition and Results of Operations –] Liquidity and Capital Resources”).
In addition, legislation has been proposed and/or adopted at the U.S., state, county and/or municipal level and proposed and/or adopted in certain foreign jurisdictions to restrict the sale of energy drinks (including prohibiting the sale of energy drinks at certain establishments or pursuant to certain governmental programs), limit caffeine content, require [added: certain product labeling disclosures and/or warnings, impose taxes, limit product sizes or impose age restrictions for the sale of energy drinks.]
The COVID-19 pandemic has directly and indirectly impacted our business.
As countries continue to combat the COVID-19 pandemic, and as governments and/or local authorities impose regulations regarding COVID-19 testing, vaccine mandates and related workplace restrictions, there remains a risk that the COVID-19 pandemic may continue to impact our business and supply chain, including our ability to recruit and/or retain our employees as well as impact our co-packers, bottlers/distributors and/or suppliers.
In 2021, we experienced a number of global supply chain challenges as a result of unanticipated increases in demand, in part due to the COVID-19 pandemic, which adversely impacted both cost of sales and operating costs, and in certain markets, affected the availability of our products on shelves at retailers.
In particular, we have experienced shortages in our aluminum can requirements, freight inefficiencies, shortages of shipping containers, port of entry congestion, and delays in the receipt and/or availability of certain ingredients.
In the United States, we lacked sufficient co-packing capacity to meet increased demand for certain of our products.
We have also experienced increased aluminum can costs attributable to higher aluminum commodity pricing as well as the costs of importing aluminum cans.
In addition, we experienced increased ingredient and other input costs, including shipping and freight, labor, trucking, fuel, co-packing fees, secondary packaging materials, increased outbound freight costs and production inefficiencies, which resulted in increased costs of sales and increased operating costs.
We have addressed and will continue to address the controllable challenges in our supply chain, which remains largely intact.
Additional can manufacturing capacity in the United States has been secured for 2022, although the Company will continue to import aluminum cans to supplement its domestic can supply.
Can capacity in EMEA remains challenging and the Company expects to continue to import aluminum cans into EMEA for at least 2022.
While co-packing capacity in the United States and EMEA also continues to be challenging, we have expanded our network in the United States and EMEA to substantially address supply constraints.
Our flavor facility in Athy, Ireland is operational, producing certain flavors and blends for the EMEA region, is steadily increasing production, and is investigating the feasibility of a juice plant to produce EMEA’s juice product requirements.
We continue to implement measures to mitigate our increased operating costs through pricing actions and reductions in promotions.
These items should be taken into consideration when evaluating comparative performance for the twelve-months ended December 31, 2021 as compared to the twelve-months ended December 31, 2020.
Net changes in foreign currency
CANarchy Acquisition
On February 17, 2022, we completed our acquisition of CANarchy Craft Brewery Collective LLC (“CANarchy”), a craft beer and hard seltzer company, for $330.0 million in cash, subject to adjustments.
The transaction allows us to enter the alcohol beverage
sector and brings the Cigar City family of brands including Jai Alai IPA and Florida Man IPA, the Oskar Blues family of brands including Dale’s Pale Ale and Wild Basin Hard Seltzers, the Deep Ellum family of brands including Dallas Blonde and Deep Ellum IPA, the Perrin Brewing family of brands including Black Ale, the Squatters family of brands including Hop Rising Double IPA and Juicy IPA and the Wasatch family of brands including Apricot Hefeweizen to our beverage portfolio.
The transaction does not include CANarchy’s stand-alone restaurants.
Our organizational structure for our existing energy beverage business will remain unchanged.
CANarchy will function independently, retaining its own organizational structure and team.
acquisitions of real property, property and equipment.
| | ● | the risks associated with entering into new sectors in the beverage industry, in particular the alcohol beverage sector, and making acquisitions to implement our growth strategy; |
| | ● | limitations on available quantities of aluminum cans; |
| | ● | the increased costs resulting from importing aluminum cans and other raw materials and ingredients; |
| | ● | limitations on co-packing availability; |
| | ● | increases in ocean and domestic freight rates; |
| | ● | shortages of shipping containers and port congestion; |
| | ● | growth potential of the affordable energy drink category; |
| | ● | our entry into the alcohol category and development of our alcoholic portfolio. |
This section of the Annual Report on Form 10-K generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020.
A detailed discussion of 2019 items and year-to-year comparisons between 2020 and 2019 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
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The current COVID-19 pandemic has presented a substantial public health and economic challenge around the world and is affecting our employees, communities and business operations, as well as the global economy and financial markets.
_Health and Safety of our Employees and Business Partners_
From the beginning of the COVID-19 pandemic, our top priority has been the health, safety and well-being of our employees.
Early in March 2020, we implemented global travel restrictions and work-from-home policies for employees who are able to work remotely.
For those employees who are unable to work remotely, safety precautions have been instituted, which were developed and adopted in line with guidance from public health authorities and professional consultants.
Currently, certain of our offices have partially reopened in the U.S. and in certain countries, and generally, our field sales teams are working with our bottler/distributors and retailers subject to certain safety protocols.
During the COVID-19 pandemic, we have taken a number of steps to support our employees, including increasing employee communications, including topics such as mental health and family welfare; creating wellness hotlines and enhancing employee assistance programs; and conducting employee surveys to evaluate employee morale.
_Customer Demand_
While the performance in Europe, Middle East and Africa (“EMEA”) was solid in the fourth quarter, EMEA remained adversely affected by the COVID-19 pandemic.
Since mid-March 2020, we have seen a shift in consumer channel preferences and package configurations, including an increase in at-home consumption and a decrease in food service on-premise consumption.
Our sales in the 2020 second quarter were initially adversely affected as a result of a decrease in foot traffic in the convenience and gas channel (which is our largest channel) but improved sequentially from the latter half of the 2020 second quarter and throughout the 2020 third and fourth quarters.
Our e-commerce, club store, mass merchandiser and grocery and related business continued to increase in 2020, while our food service on-premise business, which is a small channel for the Company, remained challenged.
The duration of these trends and the magnitude of such impacts on future periods cannot be precisely estimated at this time, as they are affected by a number of factors (many of which are outside our control).
We have recently seen a resurgence of the COVID-19 pandemic in the Northern Hemisphere while cases in the Southern Hemisphere continue to increase.
As a result, a number of countries, particularly in EMEA, have reinstituted lockdowns and other restrictions, which could further impact customer demand.
As of the date of this filing, we do not foresee a material impact on the ability of our co-packers to manufacture and our bottlers/distributors to distribute our products as a result of the COVID-19 pandemic.
We are continually addressing the increase in our aluminum can requirements given our volume growth and the current supply constraints in the aluminum can industry.
Overall, we are not experiencing significant raw material or finished product shortages and our supply chain remains intact.
Depending on the duration of any COVID-19 pandemic related issues, we may experience material disruptions in our supply chain as the pandemic continues.
certain product labeling disclosures and/or warnings, impose taxes, limit product sizes or impose age restrictions for the sale of energy drinks.
| | ● | the impact of TCCC’s bottlers/distributors distributing Coca-Cola brand energy drinks; |
| | ● | limitations on available quantities of aluminum cans in general, and in particular, in certain package configurations such as the aluminum 24-ounce cap can and 550ml aluminum can utilizing BRE resealable lids; |
| | ● | limitations on co-packing availability, particularly for retort production as well for 550ml products utilizing BRE resealable lids; |
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2 _Includes $0.2 million, $11.3 million and $26.6 million for the years ended December 31, 2020, 2019 and 2018, respectively, related to distributor termination costs._
The COVID-19 pandemic had an adverse impact on net sales for the year ended December 31, 2020.
The impact of the COVID-19 pandemic was more pronounced in the Strategic Brand segment, particularly in EMEA, as our largest revenue generating countries for this segment experienced extended lockdowns.
The decrease in gross profit as a percentage of net sales for the year ended December 31, 2020 was primarily the result of the impact of the Product Returns, associated inventory provisions and other related costs as well as geographical sales mix.
Gross profit as a percentage of net sales (excluding the Product Returns, associated inventory provisions and other related costs) was 59.6% for the year ended December 31, 2020.
The decrease in operating expenses was primarily due to decreased expenditures of $46.7 million for sponsorship and endorsements, decreased expenditures of $27.7 million for travel and entertainment, each largely as a consequence of the COVID-19 pandemic, decreased expenditures of $14.7 million for legal settlements and decreased expenditures of $11.1 million related to the costs associated with distributor terminations.
The costs for certain postponed or rescheduled events have been, or may be, deferred to future periods.
Due to the uncertainty surrounding the COVID-19 pandemic, we are unable to estimate in what future periods, if any, such deferred sponsorship and endorsement costs will be recognized.
Provision for legal settlements for the year ended December 31, 2020 was lower by $14.7 million than in the comparable 2019 period.
The decrease in operating expenses was partially offset by increased payroll expenses of $43.1 million (of
which $6.9 million was related to an increase in stock-based compensation), increased expenditures of $25.3 million for social media and digital marketing, and increased out-bound freight and warehouse costs of $21.7 million.
The decrease in the effective tax rate was partially offset by the decrease in the equity compensation deduction.
Results of Operations for the Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018.
_Net Sales._ Net sales were $4.20 billion for the year ended December 31, 2019, an increase of approximately $393.6 million, or 10.3% higher than net sales of $3.81 billion for the year ended December 31, 2018.
Net sales for the year ended December 31, 2019 were positively impacted by approximately $101.9 million as a result of a price increase effective from November 1, 2018 in the United States (“the U.S. Price Increase”) and effective from February 1, 2019 in Canada (the
An excerpt. Shown here: 40 of 203 rewritten, 40 of 126 added and 40 of 211 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2021 filing and the FY2020 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
5 rewritten, 0 added, 0 removed, 11 unchanged
Our net sales to customers outside of the United States were approximately [removed: 33%] [added: 37%] and [removed: 32%] [added: 33%] of consolidated net sales for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
During the year ended December 31, [removed: 2020,] [added: 2021,] we entered into forward currency exchange contracts with financial institutions to create an economic hedge to specifically manage a portion of the foreign exchange risk exposure associated with certain consolidated subsidiaries’ non-functional currency denominated assets and liabilities.
All foreign currency exchange contracts entered into by us as of December 31, [removed: 2020] [added: 2021] have terms of three months or less.
We do not consider the potential loss resulting from a hypothetical 10% adverse change in quoted foreign currency exchange rates as of December 31, [removed: 2020] [added: 2021] to be significant.
As of December 31, [removed: 2020,] [added: 2021,] we had [removed: $1.18] [added: $1.33] billion in cash and cash [removed: equivalents and $925.6 million] [added: equivalents, $1.75 billion] in short-term [added: investments] and [added: $99.4 million in] long-term investments including certificates of deposit, commercial paper, U.S. government agency securities, U.S. treasuries, and to a lesser extent, municipal securities.
Item 1. BUSINESS
79 rewritten, 50 added, 42 removed, 236 unchanged
| ● Monster Energy® ● Monster Energy Ultra® ● Monster Rehab® ● Monster [removed: MAXX®] [added: Energy®Nitro] ● Java Monster® ● Muscle Monster® ● Espresso Monster® ● Punch Monster® ● Juice Monster® ● Monster Hydro® Energy Water ● Monster Hydro® Super Sport ● Monster HydroSport Super Fuel® ● Monster Super Fuel® ● Monster Dragon Tea® ● Reign Total Body Fuel® ● Reign Inferno® Thermogenic Fuel | | ● NOS® ● Full Throttle® ● Burn® ● Mother® ● Nalu® ● Ultra Energy® ● Play® and Power Play® (stylized) ● Relentless® ● BPM® ● BU® ● Gladiator® ● Samurai® ● Live+® ● Predator® ● Fury® [added: ● True North®] |
According to Beverage Marketing Corporation, domestic U.S. wholesale sales in [removed: 2020] [added: 2021] for the “alternative” beverage category of the market are estimated at approximately [removed: $60.5] [added: $67.0] billion, representing an increase of approximately [removed: 1.8%] [added: 11.4%] over estimated domestic U.S. wholesale sales in [removed: 2019] [added: 2020] of approximately [removed: $59.5] [added: $60.1] billion.
We have three operating and reportable segments, (i) Monster Energy® Drinks segment (“Monster Energy® Drinks”), which is primarily comprised of our Monster Energy® [removed: drinks and] [added: drinks,] Reign Total Body Fuel® high performance energy [removed: drinks,] [added: drinks and True North® Pure Energy Seltzers,] (ii) Strategic Brands segment (“Strategic Brands”), which is [removed: primarily] comprised [added: primarily] of the various energy drink brands acquired from The Coca-Cola Company (“TCCC”) in 2015 as well as our affordable energy brands, and (iii) Other segment (“Other”), which is comprised of certain products sold by American Fruits and [removed: Flavors, LLC,] [added: Flavors LLC (“AFF”),] a wholly-owned [removed: subsidiary,] [added: subsidiary of the Company,] to independent third-party customers (the “AFF Third-Party Products”).
[removed: 2020] [added: 2021] Product Introductions
During [removed: 2020,] [added: 2021,] we continued to expand our existing energy drink portfolio by adding additional products to our portfolio in a number of countries and further developed our distribution markets.
During [removed: 2020,] [added: 2021,] we sold the following new products to our [removed: bottlers/distributors:][added: customers:]
[removed: | | ● |] [added: -] Monster [removed: Energy] [added: Energy®] Ultra [removed: Fiesta® |][added: Gold®]
[removed: | | ● |] [added: -] Monster [added: Hydro®] Energy [removed: Ultra®] [added: Water] Watermelon [removed: |]
[removed: | | ● |] [added: -] Reign Total Body Fuel® [removed: Lilikoi Lychee |][added: Cherry Limeade]
[removed: | | ● |] [added: -] Reign Inferno® Thermogenic Fuel [removed: Jalapeno Strawberry |][added: Watermelon Warlord]
[removed: | | ● | Burn®] [added: - Play®] Zero Raspberry [removed: |]
Those products or product lines discontinued in [removed: 2020,] [added: 2021,] either individually or in aggregate, did not have a material adverse impact on our financial position, results of operations or liquidity.
We offer the following energy drinks under the Monster Energy® drink product line: Monster Energy®, Lo-Carb Monster Energy®, Monster Assault®, Monster Energy® Fury®, Juice Monster® [added: Aussie Style LemonadeTM, Juice Monster®] Khaos®, Juice Monster® Khaotic®, Juice Monster® Mango Loco®, Juice Monster® Pacific Punch®, Juice Monster® PapillonTM, Juice Monster® Pipeline Punch®, Juice Monster® Ripper®, Monster® Mango Loco, Monster Energy® [removed: Absolutely Zero,] [added: Zero Sugar,] Monster Energy® Import, Monster Energy® Export, M3(stylized)®, Monster Energy® Super Concentrate, Monster Mule®, Monster Cuba Libre®, Monster Energy Zero Ultra®, Monster Energy Ultra Black®, Monster Energy Ultra Blue®, Monster Energy Ultra Citron®, Monster Energy Ultra [removed: Fiesta®,] [added: Fiesta® Mango,] Monster [removed: Energy] [added: Energy®] Ultra Gold®, Monster Energy Ultra Paradise®, Monster [added: Energy® Ultra Peachy Keen®, Monster] Energy Ultra Red®, Monster Energy Ultra Rosa®, Monster Energy Ultra Sunrise®, Monster Energy Ultra Violet®, Monster Energy Ultra® Watermelon, Monster Energy® Mixxd Punch, Monster Energy® [removed: Gronk, Monster Energy®] Valentino [removed: Rossi and] [added: Rossi,] Monster Energy® Lewis Hamilton [removed: 44.][added: 44, Monster Energy® Super Cola® (Japan), Monster® (stylized) Reserve Watermelon and Monster® (stylized) Reserve White Pineapple.]
We offer the following coffee + energy drinks under the Java Monster® product line: Java Monster® 300 French Vanilla, Java Monster® 300 Mocha, Java Monster® Farmer’s Oats, Java Monster® Irish Blend®, Java Monster® Kona Blend, Java Monster® Loca Moca®, Java Monster® Mean Bean®, Java Monster® Salted [removed: Caramel, Java Monster® Swiss Chocolate] [added: Caramel] and Java Monster® Vanilla Light.
We offer the following energy teas under the Monster Energy_®_ Dragon Iced TeaTM product line in different countries: Green Tea, [removed: White] [added: Peach Tea, Raspberry] Tea and Lemon [removed: Ice] Tea.
[added: We offer the following refreshment + energy drinks] under the Monster Hydro® Energy Water product line: Blue Ice®, Watermelon®, Purple Passion®, Tropical Thunder® and Zero Sugar.
We offer the following refreshment + energy drinks under the Monster Hydro® Super Sport product line: Blue [removed: Streak] [added: Streak, Killer Kiwi, Macho Mango] and Red Dawg.
_Monster HydroSport Super [removed: Fuel®_ _Hydration] [added: Fuel® Hydration] + Energy Drinks_ – a [removed: zero sugar] line of non-carbonated, advanced hydration + energy drinks with BCAA’s.
We offer the following advanced hydration + energy drinks under the Monster HydroSport Super Fuel® product line: [added: Blue Streak,] Charge, Hang Time and Striker.
_Monster [removed: MAXX® Energy Drinks_] [added: Energy® Nitro_] – a line of carbonated energy drinks containing nitrous oxide.
We offer the following energy [removed: drinks] [added: drink] under the Monster [removed: MAXX®] [added: Energy® Nitro] product line: [removed: Eclipse, Mango Matic, Rad Red, Solaris and] Super Dry.
[removed: _Monster Rehab®] [added: _Rehab® Monster®] Energy Drinks_ – a line of non-carbonated energy drinks with electrolytes.
We offer the following energy drinks under the [removed: Monster] Rehab® [removed: drink] [added: Monster® product] line: [removed: Monster Rehab® Tea + Lemonade + Energy, Monster Rehab® Tea + Orangeade + Energy, Monster Rehab®] [added: Orangeade,] Peach [removed: Tea + Energy, Monster Rehab®] [added: Tea,] Raspberry [added: Tea, Strawberry Lemonade,] Tea + [removed: Energy and Monster Rehab® Strawberry] Lemonade [removed: + Energy.][added: and Watermelon.]
We offer the following high performance energy drinks under the Reign Total Body Fuel® product line: Carnival Candy, Cherry Limeade, Lemon Hdz, Lilikoi Lychee, Mang-O-Matic, Melon Mania, Orange Dreamsicle, Peach Fizz, Razzle [removed: Berry,] [added: Berry,Reignbow Sherbet,] Sour Apple, Strawberry Sublime and White Gummy Bear.
We offer the following energy drinks under the BPM® product line: Focus Berry Red, Hydrate Citrus [removed: Green,] [added: Green,Mango,] Sour Twist and Zero Orange.
We offer the following energy drinks under the Full Throttle® product line: [removed: Blue Agave and] Original [removed: (Citrus).][added: (Citrus) and True Blue.]
We offer the following energy [removed: drink] [added: drinks] under the Fury_®_ product line: Gold [removed: Strike.][added: Strike and Mean Green.]
We offer the following energy drinks under the Mother_®_ product line: Epic Swell, Frosty Berry, Kicked Apple®, Original, Passion, Sugar [removed: Free and] [added: Free,] Tropical [removed: BlastTM.][added: BlastTM and Zero Sugar Razzle Berry.]
We offer the following energy drinks under the Nalu_®_ product line: Black Tea & Passion Fruit, Exotic, Frost, Green Tea & [removed: Ginger,] [added: Ginger,Hibiscus Rooibos,] Original, Passion and Refresh.
We offer the following energy drinks under the Play_®_ and Power Play® (stylized) product line: Apple Kiwi, Mango, Passion Fruit, [removed: Original and] [added: Original,] Sugar [removed: Free.][added: Free and Zero Raspberry.]
We offer the following energy drinks under the Predator_®_ product line: Gold Strike, [added: Malt Smash, Mango Mayhem,] Mean Green, Purple [removed: Rain and] [added: Rain,] Red [removed: Dawn.][added: Dawn, Spicy Ginger and Tropical.]
Our products are packaged in a variety of different package types and sizes including, but not limited to, aluminum cans, aluminum cap cans, sleek aluminum cans, aluminum cans with re-sealable ends as well as polyethylene terephthalate (PET) plastic [removed: bottles and to a limited extent glass] bottles.
We [removed: also] purchase [added: flavor ingredients,] flavors, concentrates, sweeteners, juices, supplement ingredients, cans, bottles, caps, labels, trays, boxes and other ingredients for our beverage products from ingredient suppliers, which are delivered to our various third-party bottlers and co-packers.
As distribution volumes increase in both our domestic and international markets, we will continue to source additional packing [removed: arrangements closer to such markets to further reduce freight costs.][added: arrangements.]
If we materially underestimate demand for our products and/or are unable to secure sufficient ingredients or raw materials including, but not limited to, aluminum cans, aluminum cap cans, sleek aluminum cans, aluminum cans with re-sealable ends, PET plastic bottles, caps, labels, [added: flavor ingredients,] flavors, juice [added: concentrates, coffee, tea, supplement ingredients, other ingredients and certain sweeteners, and/or procure adequate packing arrangements and/or obtain adequate or timely shipment of our products, we might not be able to satisfy demand on a short-term basis.]
For [removed: the majority of our products, including our Monster Energy® brand energy drinks, our Java Monster® product line, our Espresso Monster® product line, our Monster Hydro® product lines, our Monster HydroSport Super Fuel® product line, our Monster Super Fuel® product line, our Muscle Monster® product line, our Monster MAXX® product line, our Juice Monster® product line, our Reign Total Body Fuel® product line, our Reign Inferno® Thermogenic Fuel product line and certain] [added: most] of our [removed: other products,] [added: products] there are limited co-packing facilities in our domestic and international markets with adequate capacity and/or suitable equipment to package our products.
During [removed: 2020,] [added: 2021,] we continued to expand distribution of our products in both our domestic and international markets.
Net sales outside the United States were [removed: $1.51] [added: $2.04] billion, [removed: $1.33] [added: $1.51] billion and [removed: $1.09] [added: $1.33] billion for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.
| | (b) | Amended and Restated International Distribution Coordination Agreement with TCCC, pursuant to which we have designated, and in the future may designate, countries, or territories within countries, in which we wish to appoint TCCC network bottlers to distribute and sell our Monster Energy® brand energy drinks, subject to TCCC’s [added: approval. In February 2020, the Amended and Restated International Distribution Coordination Agreement with TCCC was renewed for an additional five-year term.] |
However, industry-wide shortages of certain [removed: flavors,] [added: flavor ingredients,flavors,] fruits and fruit juices, coffee, tea, dairy-based products, supplement ingredients [added: and sweeteners have been, and could from time to time in the future be, encountered, which could interfere with and/or delay production of certain of our products.]
_CANarchy Acquisition_
On February 17, 2022, we completed our acquisition of CANarchy Craft Brewery Collective LLC (“CANarchy”), a craft beer and hard seltzer company, for $330.0 million in cash, subject to adjustments.
The transaction allows us to enter the alcohol beverage sector and brings the Cigar City family of brands including Jai Alai IPA and Florida Man IPA, the Oskar Blues family of brands including Dale’s Pale Ale and Wild Basin Hard Seltzers, the Deep Ellum family of brands including Dallas Blonde and Deep Ellum IPA, the Perrin Brewing family of brands including Black Ale, the Squatters family of brands including Hop Rising Double IPA and Juicy IPA and the Wasatch family of brands including Apricot Hefeweizen to our beverage portfolio.
The transaction does not include CANarchy’s stand-alone restaurants.
Our organizational structure for our existing energy beverage business will remain unchanged.
CANarchy will function independently, retaining its own organizational structure and team.
- BPM® Mango
- Fury® Mean Green
- Monster® (stylized) Reserve Watermelon
- Monster® (stylized) Reserve White Pineapple
- Monster Energy® Super Cola® (Japan)
- Monster Hydro® Super SportTM Killer KiwiTM
- Monster Hydro® Super SportTM Macho MangoTM
- Rehab® Monster® Strawberry Lemonade
- Mother® Zero Sugar Razzle Berry
- Nalu® Hibiscus Rooibos
- Predator® Malt Smash
- Predator® Mango Mayhem
- Predator® Spicy Ginger
- Predator® Tropical
- Reign Total Body Fuel® White Gummy Bear
- True North® Pure Energy Seltzer Black Cherry
- True North® Pure Energy Seltzer Cucumber Lime
- True North® Pure Energy Seltzer Grapefruit Lemonade
- True North® Pure Energy Seltzer Mandarin Yuzu
- True North® Pure Energy Seltzer Watermelon Mist
- True North® Pure Energy Seltzer White Peach Pear
**
_True North_® _Pure Energy Seltzers_ – a line of natural, plant-based energy drinks with an immunity boost, containing zero sugar, sweeteners, artificial flavors or colors.
We offer the following energy seltzers under the True North® product line: Black Cherry, Cucumber Lime, Grapefruit Lemonade, Mandarin Yuzu, Watermelon Mist and White Peach Pear.
The Company also sells and/or enters into license agreements that generate revenues associated with third-party sales of non-beverage products bearing the Company’s trademarks including, but not limited to, clothing, backpacks, hats, t-shirts, jackets, helmets and automotive wheels.
Our products are packaged in a number of locations, both domestically and internationally.
As a result of the COVID-19 pandemic, global inflation, unanticipated increases in demand, labor shortages and supply chain disruptions, we experienced shortages of certain raw materials, such as aluminum cans and ingredients, and increased import and operating costs in 2021 and will likely continue to experience such costs in fiscal year 2022.
See “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Distribution and Supply Chain” for more information on such shortages and how we have, and will continue to, remediate such challenges in our supply chain.
Our True North® Pure Energy Seltzer product line competes directly with Celsius and Alani Nu.
This increase was primarily due to increased expenditures for sponsorship and endorsements as well as social and digital marketing.
The impact of the COVID-19 pandemic was less pronounced on our sales and marketing programs in the twelve-months ended December 31, 2021.
We increased expenditures for our sales and marketing programs by approximately 9.2% in the twelve-months ended December 31, 2021 compared to the twelve-months ended December 31, 2019 (pre COVID-19).
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| | ● | Monster Energy® Dragon Ice TeaTM Lemon (Brazil) |
| | ● | Monster Energy® Dragon TeaTM (China) |
| | ● | Monster Energy Ultra Rosa® |
| | ● | Monster Hydro® Super Sport Blue Streak |
| | ● | Monster Hydro® Super Sport Red Dawg |
| | ● | Juice Monster® Khaotic® Energy + Juice |
| | ● | Juice Monster® PapillonTM Energy + Juice |
| | ● | Java Monster® 300 French Vanilla |
| | ● | Java Monster® 300 Mocha |
| | ● | Reign Inferno® Thermogenic Fuel Red Dragon |
| | ● | Reign Inferno® Thermogenic Fuel True BLU |
| | ● | NOS® Turbo |
| | ● | Burn® Dark Energy |
| | ● | Burn® Peach |
| | ● | Nalu® Black Tea & Passion Fruit |
| | ● | Nalu® Green Tea & Ginger |
| | ● | Fury® Gold Strike |
| | ● | Ultra Energy® Peach Mango |
| | ● | Ultra Energy® Zero Raspberry |
| | ● | Monster Energy® Dragon’s Gold (China) |
We offer the following refreshment + energy drinks
Our products are packaged in a number of locations, both domestically and internationally, which enables us to produce products closer to the markets where they are sold, with the objective of reducing freight costs as well as transportation-related product damages.
concentrates, coffee, tea, supplement ingredients, other ingredients and certain sweeteners, and/or procure adequate packing arrangements and/or obtain adequate or timely shipment of our products, we might not be able to satisfy demand on a short-term basis.
| | | approval. In February 2020, the Amended and Restated International Distribution Coordination Agreement with TCCC was renewed for an additional five year term. |
and sweeteners have been, and could from time to time in the future be, encountered, which could interfere with and/or delay production of certain of our products.
PepsiCo also
The costs for certain postponed or rescheduled events have been, or may be, deferred to future periods.
Due to the uncertainty surrounding the
COVID-19 pandemic, we are unable to estimate in which future periods, if any, such deferred sponsorship and endorsement costs will be recognized.
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
However, the COVID-19 pandemic may have an impact on consumer behaviors that may result in temporary changes in the seasonal fluctuations of our business.
These changes went into effect on January 1, 2020, though FDA announced that it is not focusing on enforcement due to challenges in meeting these requirements, particularly during the COVID-19 pandemic.
We may incur significant costs to alter our existing packaging materials to comply with these and other new regulations.
Further, the City of San Francisco enacted an ordinance that would require health warnings on advertisements for certain sugar-sweetened beverages, though enforcement has been delayed due to a lawsuit challenging the ordinance.
In January 2019, the U.S. Court of Appeals for the Ninth Circuit, sitting en banc, granted a preliminary injunction blocking enforcement of the ordinance, concluding that a First Amendment challenge to the ordinance was likely to succeed on the merits.
In February 2020, the San Francisco Board of Supervisors passed legislation to amend the ordinance.
The plaintiff amended its pleading and litigation continues in the Northern District of California over this revised legislation.
In July 2012, we received a subpoena from the Attorney General for the State of New York in connection with an investigation relating to the advertising, marketing, promotion, ingredients, usage and sale of our Monster Energy® brand energy drinks.
An excerpt. Shown here: 40 of 79 rewritten, 40 of 50 added and 40 of 42 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2021 filing and the FY2020 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 23 removed, 3 unchanged
As of December 31, [removed: 2020,] [added: 2021, no loss contingencies were included in] the Company’s consolidated balance [removed: sheet included accrued loss contingencies of approximately $18.4 million.][added: sheet.]
On September 18, 2020, a derivative complaint was filed on purported behalf of the Company in the United States District Court for the Central District of California.
The action is styled _Falat v.
Sacks, et al., 8:20-cv-01782_, and asserts claims against certain officers, current and former directors, and employees of the Company, including Rodney C.
Sacks, Hilton H.
Schlosberg, Guy P.
Carling, Thomas J.
Kelly, Emelie C.
Tirre, Mark J.
Hall, Kathleen E.
Ciaramello, Gary P.
Fayard, Jeanne P.
Jackson, Steven G.
Pizula, Benjamin M.
Polk, Sydney Selati and Mark S.
Vidergauz (collectively, the “Individual Defendants”).
The Company is named as a nominal defendant.
The derivative complaint alleges, among other things, that the Individual Defendants breached their fiduciary duties to the Company by allowing others to cause, or themselves causing, the Company to hide discrimination and failing to ensure sufficient diversity, including by permitting conduct to occur that was inconsistent with statements made in the Company’s policies and disclosures, and failing to ensure the Company’s compliance with laws regarding diversity and anti-discrimination.
The complaint also asserts claims for abuse of control, unjust enrichment and violation of Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The complaint seeks from the Individual Defendants an unspecified amount of damages, restitution, punitive damages and costs to be paid to the Company, and seeks to require the Company to adopt corporate governance reforms, and other equitable relief.
On January 15, 2021, the Company filed a motion to dismiss the action because the plaintiff failed to make a demand on the Company as required by Federal Rule of Civil Procedure 23.1 or to show that demand would have been futile.
The Individual Defendants also filed a motion to dismiss the complaint for failure to state a claim against the Individual Defendants, among other reasons.
Those motions are scheduled for hearing in the 2021 second quarter.
While the Company continues to evaluate these claims, management believes that such litigation will likely not have a material adverse effect on the Company’s financial position or results of operations.
Cover and table of contents
31 rewritten, 8 added, 2 removed, 57 unchanged
For the fiscal year ended December 31, [removed: 2020][added: 2021]
(Address of principal executive [removed: offices) (Zip] [added: offices)(Zip] Code)
Yes [removed: þ] [added: ☑] No [removed: ◻][added: ☐]
Yes [removed: ◻] [added: ☐] No [removed: þ][added: ☑]
| Large accelerated filer [removed: þ] [added: ☒] | | Accelerated filer [removed: ◻] [added: ☐] |
| Non-accelerated filer [removed: ◻] [added: ☐] | | Smaller reporting company ☐ |
Yes [removed: ☐] [added: ☑] No [removed: þ][added: ☐]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was [removed: $33,039,197,262] [added: $43,749,615,959] computed by reference to the closing sale price for such stock on the Nasdaq Global Select Market on June 30, [removed: 2020,] [added: 2021,] 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 [removed: 19, 2021] [added: 16, 2022] was [removed: 528,137,036] [added: 529,358,860] shares.
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 [removed: 2021] [added: 2022] 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, [removed: 2020.][added: 2021.]
| [1A.](#ITEM1ARISKFACTORS_382207) | | [Risk Factors](#ITEM1ARISKFACTORS_382207) | [removed: 18] [added: 20] |
| [1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_224132) | | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_224132) | [removed: 38] [added: 40] |
| [2.](#ITEM2PROPERTIES_652488) | | [Properties](#ITEM2PROPERTIES_652488) | [removed: 38] [added: 40] |
| [3.](#ITEM3LEGALPROCEEDINGS_355230) | | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_355230) | [removed: 39] [added: 41] |
| [4.](#ITEM4MINESAFETYDISCLOSURES_9150) | | [Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_9150) | [removed: 39] [added: 41] |
| [5.](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY) | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY) | [removed: 40] [added: 42] |
| [7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 43] [added: 44] |
| [7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | | [Quantitative and Qualitative Disclosures about Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 71] [added: 66] |
| [8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | | [Financial Statements and Supplementary Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 71] [added: 66] |
| [9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 71] [added: 66] |
| [9A.](#ITEM9ACONTROLSANDPROCEDURES_106507) | | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES_106507) | [removed: 72] [added: 67] |
| [9B.](#ITEM9BOTHERINFORMATION_368767) | | [Other Information](#ITEM9BOTHERINFORMATION_368767) | [removed: 74] [added: 69] |
| [10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | | [Directors, Executive Officers and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 74] [added: 69] |
| [11.](#ITEM11EXECUTIVECOMPENSATION_330828) | | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_330828) | [removed: 74] [added: 69] |
| [12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 74] [added: 69] |
| [13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 75] [added: 70] |
| [14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | | [Principal Accounting Fees and Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [removed: 75] [added: 70] |
| [15.](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | | [Exhibits and Financial Statement Schedules](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | [removed: 75] [added: 71] |
| [16.](#ITEM16FORM10KSUMMARY_855159) | | [Form 10-K Summary](#ITEM16FORM10KSUMMARY_855159) | [removed: 75] [added: 71] |
| | | [Signatures](#SIGNATURES_717339) | [removed: 78] [added: 74] |
Yes ☑ No ☐
Yes ☐ No ☑
| [6.](#ITEM6SELECTEDFINANCIALDATA_497581) | | [\[Reserved\]](#ITEM6SELECTEDFINANCIALDATA_497581) | 43 |
| [9C](#ITEM9CDISCLOSUREREGARDINGFOREIGNJURISDIC). | | [Disclosures Regarding Foreign Jurisdictions that Prevent Inspections](#ITEM9CDISCLOSUREREGARDINGFOREIGNJURISDIC) | 69 |
| | | | |
| | | | |
| [6.](#ITEM6SELECTEDFINANCIALDATA_497581) | | [Selected Financial Data](#ITEM6SELECTEDFINANCIALDATA_497581) | 42 |
Item 2. PROPERTIES
4 rewritten, 0 added, 1 removed, 4 unchanged
[removed: Our] [added: As of February 16, 2022, our] principal properties include our corporate headquarters as well as our Southern California warehouse and distribution center.
Our owned corporate facilities located in Corona, California, consist of (i) an approximately 141,000 square-foot, free-standing, six-story building [removed: (ENERGY] [added: (LEED Gold and ENERGY] STAR certified), (ii) an approximately 147,625 square-foot three-story parking structure and storage facility, which houses our approximately 14,000 square-foot quality control laboratory, (iii) an approximately 75,426 square foot, free-standing, three-story building [removed: (pursuing] [added: (currently pursuing] ENERGY STAR certification), (iv) an approximately 20,661 square-foot, free-standing, single-story building and (v) an approximately 49,617 square-foot, free-standing, two-story building.
During 2019, we acquired a manufacturing plant and adjoining land in Athy, County Kildare, [removed: Ireland.][added: Ireland to produce and supply ingredients, including flavors, for certain of our international markets.]
We are in the process of constructing a new production facility [removed: in order] [added: thereon] to consolidate AFF’s operations into a single location.
We intend to utilize the facility to produce and supply ingredients for certain of our international markets.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
7 rewritten, 1 added, 5 removed, 11 unchanged
As of February [removed: 19, 2021,] [added: 16, 2022,] there were [removed: 528,137,036] [added: 529,358,860] shares of the Company’s common stock outstanding held by approximately [removed: 188] [added: 189] holders of record.
Such shares are included in common stock in treasury in the accompanying consolidated balance sheet at December 31, [removed: 2020.][added: 2021.]
As of [removed: March 1, 2021,] [added: February 28, 2022,] $441.5 million remained available for repurchase under the March 2020 Repurchase Plan.
During the year ended December 31, [removed: 2020, 0.02] [added: 2021, 0.2] million shares of common stock were purchased from employees in lieu of cash payments for options exercised or withholding taxes due for a total amount of [removed: $1.0] [added: $13.8] million.
No shares were repurchased during the quarter ended December 31, [removed: 2020.][added: 2021.]
[removed: ][added: ]
Cumulative total return assumes an initial investment of $100 on December 31, [removed: 2015.][added: 2016.]
During the year ended December 31, 2021, no shares were purchased under the March 2020 Repurchase Plan.
On February 26, 2019, the Company’s Board of Directors authorized a share repurchase program for the purchase of up to $500.0 million of the Company’s outstanding common stock (the “February 2019 Repurchase Plan”).
During the year ended December 31, 2020, the Company purchased 0.6 million shares of common stock at an average purchase price of $58.16 per share, for a total amount of $36.6 million (excluding broker commissions), which exhausted the availability under the February 2019 Repurchase Plan.
On November 6, 2019, the Company’s Board of Directors authorized a new share repurchase program for the purchase of up to $500.0 million of the Company’s outstanding common stock (the “November 2019 Repurchase Plan”).
During the year ended December 31, 2020, the Company purchased 9.1 million shares of common stock at an average purchase price of $54.86 per share, for a total amount of $499.9 million (excluding broker commissions), which exhausted the availability under the November 2019 Repurchase Plan.
During the year ended December 31, 2020, the Company purchased 1.0 million shares of common stock at an average purchase price of $55.85 per share, for a total amount of $58.5 million (excluding broker commissions), under the March 2020 Repurchase Plan.
Item 6. [RESERVED]
0 rewritten, 0 added, 18 removed, 1 unchanged
The consolidated statements of operations data set forth below with respect to each of the fiscal years ended December 31, 2018 through 2020 and the balance sheet data as of December 31, 2020 and 2019, are derived from our audited consolidated financial statements included herein, and should be read in conjunction with those financial statements and notes thereto, and with Management’s Discussion and Analysis of Financial Condition and Results of Operations included as Part II, Item 7 of this Annual Report on Form 10-K.
The consolidated statements of operations data for the fiscal years ended December 31, 2017 and 2016 and the balance sheet data as of December 31, 2018, 2017 and 2016 are derived from the Company’s audited consolidated financial statements not included herein.
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands, except per share information) | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 |
| Net sales1 | | $ | 4,598,638 | | $ | 4,200,819 | | $ | 3,807,183 | | $ | 3,369,045 | | $ | 3,049,393 |
| Gross profit1 | | $ | 2,723,880 | | $ | 2,518,585 | | $ | 2,295,375 | | $ | 2,137,690 | | $ | 1,942,000 |
| Gross profit as a percentage to net sales | | | 59.2% | | | 60.0% | | | 60.3% | | | 63.5% | | | 63.7% |
| Operating income1,2 | | $ | 1,633,153 | | $ | 1,402,939 | | $ | 1,283,619 | | $ | 1,198,787 | | $ | 1,085,338 |
| Net income1,2 | | $ | 1,409,594 | | $ | 1,107,835 | | $ | 993,004 | | $ | 820,678 | | $ | 712,685 |
| Net income per common share: | | | | | | | | | | | | | | | |
| Basic | | $ | 2.66 | | $ | 2.04 | | $ | 1.78 | | $ | 1.45 | | $ | 1.21 |
| Diluted | | $ | 2.64 | | $ | 2.03 | | $ | 1.76 | | $ | 1.42 | | $ | 1.19 |
| Cash, cash equivalents and investments | | $ | 2,106,058 | | $ | 1,343,925 | | $ | 958,163 | | $ | 1,203,921 | | $ | 600,530 |
| Total assets | | $ | 6,202,716 | | $ | 5,150,352 | | $ | 4,526,891 | | $ | 4,791,012 | | $ | 4,153,471 |
| Stockholders’ equity | | $ | 5,160,860 | | $ | 4,171,281 | | $ | 3,610,901 | | $ | 3,895,212 | | $ | 3,329,709 |
_¹ Includes $42.1 million, $46.3 million, $44.3 million, $43.4 million and $40.3 million for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively, related to the recognition of deferred revenue._
2 _Includes $0.2 million, $11.3 million, $26.6 million, $35.4 million and $79.8 million for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively, related to expenditures attributable to the costs associated with terminating_ _existing distributors__._
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be furnished in response to this Item 8 follows the signature page and Index to Exhibits hereto at pages [removed: 79] [added: 76] through [removed: 126.][added: 122.]
Item 9A. CONTROLS AND PROCEDURES
6 rewritten, 1 added, 1 removed, 24 unchanged
Based on our management’s evaluation under the framework in _Internal Control - Integrated Framework (2013)_, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]
Our internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report, which is included herein.
_Changes in Internal Control Over Financial Reporting_ – There were no changes in the Company’s internal controls over financial reporting during the quarter ended December 31, [removed: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We have audited the internal control over financial reporting of Monster Beverage Corporation and subsidiaries (the [removed: “Company”)] [added: ”Company”)] as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in _Internal Control —Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, [removed: 2020,] [added: 2021,] of the Company and our report dated [removed: March 1, 2021,] [added: February 28, 2022,] expressed an unqualified opinion on those financial statements.
February 28, 2022
March 1, 2021
Item 9B. OTHER INFORMATION
0 rewritten, 0 added, 1 removed, 1 unchanged
PART III
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICITONS THAT PREVENT INSPECTIONS
0 rewritten, 2 added, 0 removed, 0 unchanged
New section this year
Not applicable.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
3 rewritten, 0 added, 0 removed, 8 unchanged
The information required by this item regarding our directors is included under the caption “Proposal One – Election of Directors” in our Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2020] [added: 2021] (the [removed: “2021] [added: “2022] Proxy Statement”) and is incorporated herein by reference.
Information concerning compliance with Section 16(a) of the Exchange Act is included under the caption “Delinquent Section 16(a) Reports” in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.
Information concerning the Audit Committee and the Audit Committee Financial Expert is reported under the caption “Audit Committee; Report of the Audit Committee; Duties and Responsibilities” in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
Information concerning the compensation of our directors and executive officers and Compensation Committee Interlocks and Insider Participation is reported under the captions “Compensation Discussion and Analysis,” and “Compensation Committee,” respectively, in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
2 rewritten, 0 added, 0 removed, 1 unchanged
Information concerning the beneficial ownership of the Company’s Common Stock of (a) those persons known to the Company to be the beneficial owners of more than 5% of the Company’s common stock; (b) each of the Company’s directors and nominees for director; and (c) the Company’s executive officers and all of the Company’s current directors and executive officers as a group is reported under the caption “Principal Stockholders and Security Ownership of Management” in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.
Information concerning shares of the Company’s Common Stock authorized for issuance under the Company’s equity compensation plans is reported under the caption “Employee Equity Compensation Plan Information” in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Information concerning certain relationships and related transactions is reported under the caption “Certain Relationships and Related Transactions and Director Independence” in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
Information concerning our accountant fees and our Audit Committee’s pre-approval of audit and permissible non-audit services of independent auditors is reported under the captions “Principal Accounting Firm Fees” and “Pre-Approval of Audit and Non-Audit Services,” respectively, in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
8 rewritten, 0 added, 0 removed, 11 unchanged
| | | [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) [added: (PCAOB ID No. 34)] | [removed: ] | [removed: 80] [added: 77] |
| | | [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#BALANCESHEETS_625207)] [added: 2020](#BALANCESHEETS_625207)] | | [removed: 83] [added: 80] |
| | | [Consolidated Statements of Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#STATEMENTSOFINCOME_553557)] [added: 2019](#CONSOLIDATEDSTATEMENTSOFINCOME_622029)] | | [removed: 84] [added: 81] |
| | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#COMPREHENSIVEINCOME_444106)] [added: 2019](#COMPREHENSIVEINCOME_444106)] | | [removed: 85] [added: 82] |
| | | [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#EQUITY_813398)] [added: 2019](#EQUITY_813398)] | | [removed: 86] [added: 83] |
| | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#CASHFLOWS_256883)] [added: 2019](#CASHFLOWS_256883)] | | [removed: 87] [added: 84] |
| | | [Notes to Consolidated Financial Statements](#a1ORGANIZATIONANDSUMMARYOFSIGNIFICANTACC) | | [removed: 89] [added: 86] |
| | | [Valuation and Qualifying Accounts for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#SCH)] [added: 2019](#SCH)] | | [removed: 126] [added: 122] |
Item 16. FORM 10-K SUMMARY
481 rewritten, 141 added, 186 removed, 918 unchanged
The following designated exhibits, as indicated below, are either filed or furnished, as applicable herewith or have heretofore been filed or furnished with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as [removed: amended, as indicated by footnote.][added: amended.]
| 3.1 | [Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to our Form [removed: 10-Q] [added: 10-K] dated November 7, 2016).](https://www.sec.gov/Archives/edgar/data/865752/000110465916155163/a16-20895_1ex3d1.htm) |
| [removed: 10.4+*] [added: 10.4+] | [Form of Restricted Stock Unit Agreement [removed: for grants under] [added: pursuant to] the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee [removed: Directors.](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d14.htm)] [added: Directors (incorporated by reference to Exhibit 10.4 to our Form 10-K dated March 1, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d4.htm)] |
| [removed: 10.13+*] [added: 10.13+] | [Form of Restricted Stock Unit Agreement for grants under the Monster Beverage Corporation 2011 Omnibus Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d13.htm)] [added: Plan (incorporated by reference to Exhibit 10.13 to our Form 10-K dated March 1, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d13.htm)] |
| [removed: 10.14+*] [added: 10.14+] | [Form of Restricted Stock Unit Agreement of Co-Chief Executive Officers for grants under the Monster Beverage Corporation 2011 Omnibus Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d14.htm)] [added: Plan (incorporated by reference to Exhibit 10.14 to our Form 10-K dated March 1, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex10d14.htm)] |
| 21* | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex21.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/865752/000110465922028182/mnst-20211231xex21.htm)] |
| 23* | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/865752/000110465922028182/mnst-20211231xex23.htm)] |
| 31.1* | [Certification by Co-Chief Executive Officer pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465922028182/mnst-20211231xex31d1.htm)] |
| 31.2* | [Certification by Co-Chief Executive Officer pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465922028182/mnst-20211231xex31d2.htm)] |
| 31.3* | [Certification by Chief Financial Officer pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex31d3.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465922028182/mnst-20211231xex31d3.htm)] |
| 32.1* | [Certification by Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465922028182/mnst-20211231xex32d1.htm)] |
| 32.2* | [Certification by Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex32d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465922028182/mnst-20211231xex32d2.htm)] |
| 32.3* | [Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465921029943/mnst-20201231xex32d3.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/865752/000110465922028182/mnst-20211231xex32d3.htm)] |
| 101* | The following materials from Monster Beverage Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020] [added: 2021] are furnished herewith, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] (ii) Consolidated Statements of Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] and (vi) Notes to Consolidated Financial Statements. |
| 104* | The cover page from Monster Beverage Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020,] [added: 2021,] formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101. |
| /s/ RODNEY C. SACKS | | Rodney C. Sacks | | Date: [removed: March 1, 2021] [added: February 28, 2022] |
| /s/ HILTON H. SCHLOSBERG | | Hilton H. Schlosberg | | Date: [removed: March 1, 2021] [added: February 28, 2022] |
| /s/ RODNEY C. SACKS | | Chairman of the Board of | | [removed: March 1, 2021] [added: February 28, 2022] |
| /s/ HILTON H. SCHLOSBERG | | Vice Chairman of the Board of Directors | | [removed: March 1, 2021] [added: February 28, 2022] |
| /s/ THOMAS J. KELLY | | Chief Financial Officer (principal financial | | [removed: March 1, 2021] [added: February 28, 2022] |
| /s/ JAMES L. DINKINS | | Director | | [removed: March 1, 2021] [added: February 28, 2022] |
| /s/ GARY P. FAYARD | | Director | | [removed: March 1, 2021] [added: February 28, 2022] |
| /s/ MARK J. HALL | | Director | | [removed: March 1, 2021] [added: February 28, 2022] |
| /s/ JEANNE P. JACKSON | | Director | | [removed: March 1, 2021] [added: February 28, 2022] |
| /s/ STEVEN G. PIZULA | | Director | | [removed: March 1, 2021] [added: February 28, 2022] |
| /s/ BENJAMIN M. POLK | | Director | | [removed: March 1, 2021] [added: February 28, 2022] |
| /s/ MARK S. VIDERGAUZ | | Director | | [removed: March 1, 2021] [added: February 28, 2022] |
| [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) | [removed: 80] [added: 77] |
| [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#BALANCESHEETS_625207)] [added: 2020](#BALANCESHEETS_625207)] | [removed: 83] [added: 80] |
| [Consolidated Statements of Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#STATEMENTSOFINCOME_553557)] [added: 2019](#STATEMENTSOFINCOME_553557)] | [removed: 84] [added: 81] |
| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#COMPREHENSIVEINCOME_444106)] [added: 2019](#COMPREHENSIVEINCOME_444106)] | [removed: 85] [added: 82] |
| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#EQUITY_813398)] [added: 2019](#EQUITY_813398)] | [removed: 86] [added: 83] |
| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#CASHFLOWS_256883)] [added: 2019](#CASHFLOWS_256883)] | [removed: 87] [added: 84] |
| [Notes to Consolidated Financial Statements](#a1ORGANIZATIONANDSUMMARYOFSIGNIFICANTACC) | [removed: 89] [added: 86] |
| [Financial Statement Schedule – Valuation and Qualifying Accounts for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#SCH)] [added: 2019](#SCH)] | [removed: 126] [added: 122] |
We have audited the accompanying consolidated balance sheets of Monster Beverage Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows, for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in _Internal Control–Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated [removed: March 1, 2021,] [added: February 28, 2022,] expressed an unqualified opinion on the Company’s internal control over financial reporting.
The Company’s promotional and other allowances are calculated based on various programs with its bottlers/distributors and retail customers, and accruals are established [removed: during] [added: at] the [removed: year] [added: time of the initial product sale] for [removed: its] [added: the Company’s] anticipated liabilities.
These accruals are based on agreed-upon terms as well as the Company’s historical experience with similar programs and require management’s judgment with respect to estimating consumer participation and/or [removed: distributor] [added: bottler/distributor] and retail customer performance levels.
| 10.19+ | [Form of Stock Option Award Agreement for grants under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 10-Q dated May 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d1.htm) |
| 10.20+ | [Form of Annual Incentive Award Agreement for grants under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to our Form 10-Q dated May 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d2.htm) |
| 10.21+ | [Form of Performance Share Unit Award Agreement for grants under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to our Form 10-Q dated May 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d3.htm) |
| 10.22+ | [Form of Restricted Stock Unit Award Agreement for grants under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to our Form 10-Q dated May 7, 2021).](https://www.sec.gov/Archives/edgar/data/865752/000110465921063189/mnst-20210331xex10d4.htm) |
| /s/ ANA DEMEL | | Director | | February 28, 2022 |
| Ana Demel | | | | |
| /s/ TIFFANY M. HALL | | Director | | February 28, 2022 |
| Tiffany M. Hall | | | | |
| | | | | |
February 28, 2022
| | | 2021 | | | 2020 | |
| Cash and cash equivalents | | $ | 1,326,462 | | $ | 1,180,413 |
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019 (In Thousands)
| Exercise of stock options | | 1,381 | | | 7 | | | 45,716 | | | — | | | — | | — | | | — | | | 45,723 |
| Repurchase of common stock | | — | | | — | | | — | | | — | | | — | | (155) | | | (13,830) | | | (13,830) |
| Net income | | — | | | — | | | — | | | 1,377,475 | | | — | | — | | | — | | | 1,377,475 |
| Balance, December 31, 2021 | | 640,043 | | $ | 3,200 | | $ | 4,652,620 | | $ | 7,809,549 | | $ | (69,165) | | (110,720) | | $ | (5,829,253) | | $ | 6,566,951 |
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019 (In Thousands)
| Net income | | $ | 1,377,475 | | $ | 1,409,594 | | $ | 1,107,835 |
| Depreciation and amortization | | | 50,155 | | | 57,030 | | | 60,727 |
| Non-cash lease expense | | | 4,107 | | | 3,943 | | | 4,087 |
| Accounts receivable | | | (254,228) | | | (119,672) | | | (59,941) |
| Accrued liabilities | | | 71,586 | | | 26,113 | | | (14,018) |
No purchases of available-for-sale investments were included in accounts payable as of December 31, 2021 and December 31, 2020.
Recent Accounting Pronouncements – In October 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805)”.
ASU No. 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606.
At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts.
Adoption of the ASU should be applied prospectively.
Early adoption is also permitted, including adoption in an interim period.
If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption.
In some cases, the Company sells ready-to-drink packaged energy drinks directly to retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience chains, drug stores, foodservice customers, value stores, e-commerce retailers and the military.
| Monster Energy® Drinks | | $ | 3,455,704 | | $ | 1,004,005 | | $ | 446,023 | | $ | 314,941 | | $ | 5,220,673 |
| Strategic Brands | | | 158,390 | | | 99,423 | | | 26,811 | | | 10,138 | | | 294,762 |
| Other | | | 25,917 | | | — | | | — | | | — | | | 25,917 |
| Total Net Sales | | $ | 3,640,011 | | $ | 1,103,428 | | $ | 472,834 | | $ | 325,079 | | $ | 5,541,352 |
| Net Sales | | Canada | | | EMEA1 | | | Asia Pacific | | | Caribbean | | | Total | |
| | | December 31, 2021 | | | | | | | | | |
| | | December 31, 2021 | | | | |
| Total | | $ | 21,379 | | $ | 1,001 |
| | | December 31, 2021 | | | |
| /s/ SYDNEY SELATI | | Director | | March 1, 2021 |
| Sydney Selati | | | | |
| --- | --- | --- |
March 1, 2021
MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | |
| | | | | | | | | | |
| Balance, January 1, 2018 | | 629,255 | | $ | 3,146 | | $ | 4,150,628 | | $ | 2,928,226 | | $ | (16,659) | | (62,957) | | $ | (3,170,129) | | $ | 3,895,212 |
| Exercise of stock options | | 1,715 | | | 9 | | | 27,843 | | | — | | | — | | — | | | — | | | 27,852 |
| Adjustment to excess tax benefits from prior periods | | — | | | — | | | 2,588 | | | — | | | — | | — | | | — | | | 2,588 |
| ASU No. 2016-16 adoption | | — | | | — | | | — | | | (6,585) | | | — | | — | | | — | | | (6,585) |
| Repurchase of common stock | | — | | | — | | | — | | | — | | | — | | (24,337) | | | (1,342,076) | | | (1,342,076) |
| Net income | | — | | | — | | | — | | | 993,004 | | | — | | — | | | — | | | 993,004 |
| Depreciation and amortization | | | 60,973 | | | 64,814 | | | 56,979 |
| Accounts receivable | | | (120,058) | | | (66,411) | | | (48,370) |
| Distributor receivables | | | 386 | | | 6,470 | | | 9,958 |
| Accrued liabilities | | | 26,392 | | | (14,297) | | | 18,145 |
| Accrued distributor terminations | | | (279) | | | 279 | | | (91) |
| CASH AND CASH EQUIVALENTS, beginning of year | | | 797,957 | | | 637,513 | | | 528,622 |
No amounts were included as of December 31, 2020 and December 31, 2018.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular Dollars in Thousands, Except Per Share Amounts)
cost basis.
_Other Intangibles_ – Other Intangibles are comprised primarily of trademarks that represent the Company’s exclusive ownership of the Monster Energy®, ®, Monster Energy Ultra®, Monster Dragon Tea®, Unleash the Beast!®,
$4.0 million, respectively, and have been recorded in other income, net, in the accompanying consolidated statements of income.
knowledge of all relevant information.
Recent Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Simplifying the Accounting for Income Taxes”, as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes.
ASU No. 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.
ASU No. 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP.
The guidance was effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted.
In August 2018, the FASB issued ASU No. 2018-15, “Intangibles–Goodwill and Other–Internal–Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.” ASU No. 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract, with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.
ASU No. 2018-15 was effective for the Company on a prospective or retrospective basis beginning on January 1, 2020.
The adoption of ASU No. 2018-15 did not have a material impact on the Company’s financial position, results of operations and liquidity.
In August 2018, the FASB issued ASU No. 2018-14, “Compensation–Retirement Benefits–Defined Benefit Plans–General (Topic 715): Disclosure Framework–Changes to the Disclosure Requirements for Defined Benefit Plans.” ASU No. 2018-14 removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and requires certain additional disclosures.
ASU No. 2018-14 was effective for the Company on a retrospective basis beginning in the year ending December 31, 2020.
The adoption of ASU No. 2018-14 did not have a material impact on the Company’s disclosures, financial position, results of operations and liquidity.
In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU No. 2018-13 removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements.
An excerpt. Shown here: 40 of 481 rewritten, 40 of 141 added and 40 of 186 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2021 filing and the FY2020 filing.