Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Our Business

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When this report uses the words “the Company”, “we”, “us”, and “our”, these words refer to Monster Beverage Corporation and its subsidiaries, unless the context otherwise requires. Based in Corona, California, Monster Beverage Corporation is a holding company and conducts no operating business except through its consolidated subsidiaries. The Company’s subsidiaries primarily develop and market energy drinks.

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The COVID – 19 Pandemic

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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 actions taken to limit its spread and the economic impact on local, regional, national and international markets. “Part I, Item 1A – Risk Factors” in our Form 10-K.”

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We continue to address the COVID-19 pandemic with a global task force team working to mitigate the potential impacts on our people and business.

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We are incredibly proud of the teamwork exhibited by our employees, co-packers and bottlers/distributors around the world who are endeavoring to maintain the integrity of our supply chain. Despite the ongoing impact of the COVID-19 pandemic, we achieved record third quarter net sales.

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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.

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A reduction in demand for our products or changes in consumer purchasing and consumption patterns, as well as continued economic uncertainty as a result of the COVID-19 pandemic, could adversely affect the financial conditions of retailers and consumers, resulting in reduced or canceled orders for our products, purchase returns and closings of retail or wholesale establishments or other locations in which our products are sold.

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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. Depending on the duration of any COVID-19 pandemic related issues, we may experience material disruptions in our supply chain as the pandemic continues.

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The consequences of the COVID-19 pandemic, including those on human capital, have resulted in cost increases, labor shortages and general input shortages, which have significantly impacted our cost base and our ability to meet increased demand.

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During the three-months ended September 30, 2021, we procured additional quantities of aluminum cans from suppliers in the United States, South America and Asia in response to increased consumer demand. However, we continued to experience shortages in our aluminum can requirements in the United States and EMEA.

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In addition, we continued to experience additional supply chain challenges, including, freight inefficiencies, trucking availability, shortages of shipping containers, port of entry congestion, insufficient co-packing capacity and delays in the receipt of certain ingredients, in the United States and EMEA. As a result, we were not able to fully satisfy increased demand for our products in these regions during the three-months ended September 30, 2021.

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During the three-months ended September 30, 2021, we continued to experience 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 and increased outbound freight costs, which resulted in increased costs of sales and increased operating costs. We continue to address the increased costs, some of which are likely to be transitory, through reductions in promotions and other pricing actions.

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As of the date of this filing, we expect to maintain substantial liquidity as we manage through the current environment as described in the “Liquidity and Capital Resources” section below.

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Overview

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We develop, market, sell and distribute energy drink beverages and concentrates for energy drink beverages, primarily under the following brand names:

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● Monster Energy®	● NOS®
● Monster Energy Ultra®	● Full Throttle®
● Monster Rehab®	● Burn®
● Monster MAXX®	● Mother®
● Java Monster®	● Nalu®
● Muscle Monster®	● Ultra Energy®
● Espresso Monster®	● Play® and Power Play® (stylized)
● Punch Monster®	● Relentless®
● Juice Monster®	● BPM®
● Monster Hydro® Energy Water	● BU®
● Monster Hydro® Super Sport	● Gladiator®
● Monster HydroSport Super Fuel®	● Samurai®
● Monster Super Fuel®	● Live+®
● Monster Dragon Tea®	● Predator®
● Reign Total Body Fuel®	● Fury®
● Reign Inferno® Thermogenic Fuel	● True NorthTM

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We have three operating and reportable segments, (i) Monster Energy® Drinks segment (“Monster Energy® Drinks”), which is primarily comprised of our Monster Energy® drinks, Reign Total Body Fuel® high performance energy drinks and True NorthTM Pure Energy Seltzers, (ii) Strategic Brands segment (“Strategic Brands”), which is comprised 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 Flavors LLC, a wholly-owned subsidiary, to independent third-party customers (the “AFF Third-Party Products”).

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During the three-months ended September 30, 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 the three-months ended September 30, 2021, we sold the following new products to our customers:

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	●	Monster® (stylized) Reserve Watermelon

	●	Monster® (stylized) Reserve White Pineapple

	●	True NorthTM Pure Energy Seltzer Black Cherry

	●	True NorthTM Pure Energy Seltzer Cucumber Lime

	●	True NorthTM Pure Energy Seltzer Grapefruit Lemonade

	●	True NorthTM Pure Energy Seltzer Mandarin Yuzu

	●	True NorthTM Pure Energy Seltzer Watermelon Mist

	●	True NorthTM Pure Energy Seltzer White Peach Pear

	●	Mother® Zero Sugar Razzle Berry

	●	Predator® Malt Smash

In the normal course of business, we discontinue certain products and/or product lines. Those products or product lines discontinued in the three-months ended September 30, 2021, either individually or in aggregate, did not have a material adverse impact on our financial position, results of operations or liquidity.

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Our net sales of $1.41 billion for the three-months ended September 30, 2021 represented record sales for our third fiscal quarter. Net changes in foreign currency exchange rates had a favorable impact on net sales of approximately $16.4 million for the three-months ended September 30, 2021.

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The vast majority of our net sales are derived from our Monster Energy® Drinks segment. Net sales of our Monster Energy® Drinks segment were $1.33 billion for the three-months ended September 30, 2021. Net sales of our Strategic Brands segment were $74.4 million for the three-months ended September 30, 2021. Our Monster Energy® Drinks segment represented 94.3% and 93.3% of our net sales for the three-months ended September 30, 2021 and 2020, respectively. Our Strategic Brands segment represented 5.3% and 6.0% of our net sales for the three-months ended September 30, 2021 and 2020, respectively. Our Other segment represented 0.4% and 0.7% of our net sales for the three-months ended September 30, 2021 and 2020, respectively.

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Our growth strategy includes expanding our international business. Net sales to customers outside the United States were $527.4 million for the three-months ended September 30, 2021, an increase of approximately $82.9 million, or 18.7% higher than net sales to customers outside of the United States of $444.5 million for the three-months ended September 30, 2020. Such sales were approximately 37% and 36% of net sales for the three-months ended September 30, 2021 and 2020, respectively.

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Our customers are primarily full service beverage bottlers/distributors, retail grocery and specialty chains, wholesalers, club stores, mass merchandisers, convenience chains, foodservice customers, value stores, e-commerce retailers and the military. Percentages of our gross billings to our various customer types for the three- and nine-months ended September 30, 2021 and 2020 are reflected below. Such information includes sales made by us directly to the customer types concerned, which include our full service beverage bottlers/distributors in the United States. Such full service beverage bottlers/distributors in turn sell certain of our products to some of the same customer types listed below. We limit our description of our customer types to include only our sales to our full service bottlers/distributors without reference to such bottlers/distributors’ sales to their own customers.

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​	​	​	​	​	​	​	​	​	​
​	​	Three-Months Ended			​	Nine-Months Ended			​
​	​	September 30,			​	September 30,			​
​		2021	​	2020		2021	​	2020
U.S. full service bottlers/distributors		51	%	53	%	51	%	55	%
International full service bottlers/distributors		39	%	37	%	39	%	35	%
Club stores and e-commerce retailers		8	%	8	%	9	%	8	%
Retail grocery, direct convenience, specialty chains and wholesalers		1	%	1	%	1	%	1	%
Direct value stores and other		1	%	1	%	0	%	1	%

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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 Europacific Partners (formerly Coca-Cola European Partners and Coca-Cola Amatil), Coca-Cola Hellenic, Coca-Cola FEMSA, 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.

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Coca-Cola Europacific Partners accounted for approximately 12% and 11% of our net sales for the three-months ended September 30, 2021 and 2020, respectively. Coca-Cola Europacific Partners accounted for approximately 12% and 10% of our net sales for the nine-months ended September 30, 2021 and 2020, respectively.

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Coca-Cola Consolidated, Inc. accounted for approximately 11% and 12% of our net sales for the three-months ended September 30, 2021 and 2020, respectively. Coca-Cola Consolidated, Inc. accounted for approximately 11% and 12% of our net sales for the nine-months ended September 30, 2021 and 2020, respectively.

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Reyes Coca-Cola Bottling, LLC accounted for approximately 10% and 11% of our net sales for the three-months ended September 30, 2021 and 2020, respectively. Reyes Coca-Cola Bottling, LLC accounted for approximately 10% and 11% of our net sales for the nine-months ended September 30, 2021 and 2020, respectively.

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Results of Operations

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The following table sets forth key statistics for the three- and nine-months ended September 30, 2021 and 2020.

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		Three-Months Ended						Percentage	​	Nine-Months Ended					​	Percentage	​
(In thousands, except per share amounts)	​	September 30,					​	Change	​	September 30,					​	Change	​
​		2021		​	2020			21 vs. 20		2021			2020		​	21 vs. 20	​
Net sales1	​	$	1,410,557	​	$	1,246,362	​	13.2	%	$	4,116,308	​	$	3,402,355	​	21.0	%
Cost of sales	​		621,399	​		509,831	​	21.9	%		1,775,375	​		1,369,160	​	29.7	%
Gross profit*1	​		789,158	​		736,531	​	7.1	%		2,340,933	​		2,033,195	​	15.1	%
Gross profit as a percentage of net sales	​		55.9	%		59.1	%		​		56.9	%		59.8	%		​
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Operating expenses	​		344,694	​		277,930	​	24.0	%		956,346	​		802,343	​	19.2	%
Operating expenses as a percentage of net sales	​		24.4	%		22.3	%		​		23.2	%		23.6	%		​
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Operating income1	​		444,464	​		458,601	​	(3.1)	%		1,384,587	​		1,230,852	​	12.5	%
Operating income as a percentage of net sales	​		31.5	%		36.8	%	​	​		33.6	%		36.2	%	​	​
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Interest and other expense, net	​		2,290	​		4,568	​	(49.9)	%		2,179	​		5,491	​	(60.3)	%
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Income before provision for income taxes1	​		442,174	​		454,033	​	(2.6)	%		1,382,408	​		1,225,361	​	12.8	%
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Provision for income taxes	​		104,969	​		106,379	​	(1.3)	%		326,247	​		287,503	​	13.5	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Income taxes as a percentage of income before taxes	​		23.7	%		23.4	%		​		23.6	%		23.5	%		​
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Net income	​	$	337,205	​	$	347,654	​	(3.0)	%	$	1,056,161	​	$	937,858	​	12.6	%
Net income as a percentage of net sales	​		23.9	%		27.9	%		​		25.7	%		27.6	%		​
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Net income per common share:	​			​			​		​			​			​		​
Basic	​	$	0.64	​	$	0.66	​	(3.3)	%	$	2.00	​	$	1.77	​	12.9	%
Diluted	​	$	0.63	​	$	0.65	​	(3.5)	%	$	1.97	​	$	1.75	​	12.5	%
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Case sales (in thousands) (in 192‑ounce case equivalents)	​		159,975	​		139,922	​	14.3	%		459,991	​		372,481	​	23.5	%

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¹Includes $10.4 million and $10.5 million for the three-months ended September 30, 2021 and 2020, respectively, related to the recognition of deferred revenue. Includes $31.3 million and $31.6 million for the nine-months ended September 30, 2021 and 2020, respectively, related to the recognition of deferred revenue.

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*Gross profit may not be comparable to that of other entities since some entities include all costs associated with their distribution process in cost of sales, whereas others exclude certain costs and instead include such costs within another line item such as operating expenses. We include out-bound freight and warehouse costs in operating expenses rather than in cost of sales.

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Results of Operations for the Three-Months Ended September 30, 2021 Compared to the Three-Months Ended September 30, 2020.

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Net Sales. Net sales were $1.41 billion for the three-months ended September 30, 2021, an increase of approximately $164.2 million, or 13.2% higher than net sales of $1.25 billion for the three-months ended September 30, 2020. Net changes in foreign currency exchange rates had a favorable impact on net sales of approximately $16.4 million for the three-months ended September 30, 2021.

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Net sales for the Monster Energy® Drinks segment were $1.33 billion for the three-months ended September 30, 2021, an increase of approximately $166.4 million, or 14.3% higher than net sales of $1.16 billion for the three-months ended September 30, 2020. Net sales for the Monster Energy® Drinks segment increased primarily due to increased worldwide sales by volume of our Monster Energy® brand energy drinks as a result of increased consumer demand. Net changes in foreign currency exchange rates had a favorable impact on net sales for the Monster Energy® Drinks segment of approximately $15.4 million for the three-months ended September 30, 2021.

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Net sales for the Strategic Brands segment were $74.4 million for the three-months ended September 30, 2021, an increase of approximately $0.1 million, or 0.2% higher than net sales of $74.3 million for the three-months ended September 30, 2020. Shortages of NOS® concentrate negatively impacted net sales for the three-months ended September 30, 2021. Net changes in foreign currency exchange rates had a favorable impact on net sales of approximately $1.0 million for the Strategic Brands segment for the three-months ended September 30, 2021.

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Net sales for the Other segment were $6.3 million for the three-months ended September 30, 2021, a decrease of approximately $2.3 million, or 26.7% lower than net sales of $8.6 million for the three-months ended September 30, 2020.

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Case sales, in 192-ounce case equivalents, were 160.0 million cases for the three-months ended September 30, 2021, an increase of approximately 20.1 million cases or 14.3% higher than case sales of 139.9 million cases for the three-months ended September 30, 2020. The overall average net sales per case (excluding net sales of AFF Third-Party Products of $6.3 million and $8.6 million for the three-months ended September 30, 2021 and 2020, respectively, as these sales do not have unit case equivalents) decreased to $8.78 for the three-months ended September 30, 2021, which was 0.8% lower than the average net sales per case of $8.85 for the three-months ended September 30, 2020.

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Gross Profit. Gross profit was $789.2 million for the three-months ended September 30, 2021, an increase of approximately $52.6 million, or 7.1% higher than the gross profit of $736.5 million for the three-months ended September 30, 2020. The increase in gross profit dollars was primarily the result of the $164.2 million increase in net sales for the three-months ended September 30, 2021.

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Gross profit as a percentage of net sales decreased to 55.9% for the three-months ended September 30, 2021 from 59.1% for the three-months ended September 30, 2020. The decrease for the three-months ended September 30, 2021 was primarily the result of increased aluminum can costs, attributable to higher aluminum commodity pricing, as well as the costs of importing aluminum cans, logistical costs and geographical sales mix.

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Operating Expenses. Total operating expenses were $344.7 million for the three-months ended September 30, 2021, an increase of approximately $66.8 million, or 24.0% higher than total operating expenses of $277.9 million for the three-months ended September 30, 2020.

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The increase in operating expenses was primarily due to increased out-bound freight and warehouse costs of $22.0 million, increased payroll expenses of $6.4 million, increased expenditures of $5.3 million for distributor terminations, increased expenditures of $2.4 million for professional service expenses, including accounting and legal costs and increased costs of $2.7 million for travel and entertainment. In addition, largely due to a significant reduction in the comparative operating expenses for the three-months ended September 30, 2020 due to the COVID-19 pandemic, we experienced increased expenditures of $11.4 million for sponsorships and endorsements, as well as increased expenditures of $12.7 million for other marketing expenses, including social media and digital marketing during the three-months ended September 30, 2021. Operating expenses as a percentage of net sales for the three-months ended September 30, 2021 were 24.4% as compared to 22.3% for the three-months ended September 30, 2020. Operating expenses as a percentage of net sales for the three-months ended September 30, 2019 (pre COVID-19) were 24.5%.

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Operating Income. Operating income was $444.5 million for the three-months ended September 30, 2021, a decrease of approximately $14.1 million, or 3.1% lower than operating income of $458.6 million for the three-months ended September 30, 2020. Operating income as a percentage of net sales decreased to 31.5% for the three-months ended September 30, 2021 from 36.8% for the three-months ended September 30, 2020. Operating income for the three-months ended September 30, 2021 decreased primarily as a result of the decrease in the gross profit as a percentage of net sales as well as the increase in operating expenses, primarily increased sales and marketing expenses and increased out-bound freight and warehouse costs. Operating income was $105.9 million and $99.8 million for the three-months ended September 30, 2021 and 2020, respectively, for our operations in EMEA, Asia Pacific, Latin America and the Caribbean.

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Operating income for the Monster Energy® Drinks segment, exclusive of corporate and unallocated expenses, was $500.6 million for the three-months ended September 30, 2021, a decrease of approximately $1.8 million, or 0.3% lower than operating income of $502.4 million for the three-months ended September 30, 2020. The decrease in operating income for the Monster Energy® Drinks segment was primarily the result of a decrease in gross profit as a percentage of net sales as well as an increase in operating expenses.

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Operating income for the Strategic Brands segment, exclusive of corporate and unallocated expenses, was $40.2 million for the three-months ended September 30, 2021, a decrease of approximately $3.7 million, or 8.4% lower than operating income of $43.9 million for the three-months ended September 30, 2020. The decrease in operating income for the Strategic Brands segment was primarily the result of a decrease in gross profit.

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Operating income for the Other segment, exclusive of corporate and unallocated expenses, was $1.1 million for the three-months ended September 30, 2021, a decrease of approximately $1.2 million, or 51.6% lower than operating income of $2.4 million for the three-months ended September 30, 2020.

Interest and Other Expense, net. Interest and other non-operating expense, net, was $2.3 million for the three-months ended September 30, 2021, as compared to interest and other non-operating expense, net, of $4.6 million for the three-months ended September 30, 2020. Foreign currency transaction losses were $2.9 million and $4.8 million for the three-months ended September 30, 2021 and 2020, respectively. Interest income was $0.8 million and $1.5 million for the three-months ended September 30, 2021 and 2020, respectively.

Provision for Income Taxes. Provision for income taxes was $105.0 million for the three-months ended September 30, 2021, a decrease of $1.4 million, or 1.3% lower than the provision for income taxes of $106.4 million for the three-months ended September 30, 2020. The effective combined federal, state and foreign tax rate increased to 23.7% from 23.4% for the three-months ended September 30, 2021 and 2020, respectively.

Net Income. Net income was $337.2 million for the three-months ended September 30, 2021, a decrease of 10.4 million, or 3.0% lower than net income of $347.7 million for the three-months ended September 30, 2020. The decrease in net income for the three-months ended September 30, 2021 was primarily due to the decrease in the gross profit percentage of net sales as well as the increase in operating expenses.

Results of Operations for the Nine-Months Ended September 30, 2021 Compared to the Nine-Months Ended September 30, 2020.

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Net Sales. Net sales were $4.12 billion for the nine-months ended September 30, 2021, an increase of approximately $714.0 million, or 21.0% higher than net sales of $3.40 billion for the nine-months ended September 30, 2020. Net changes in foreign currency exchange rates had a favorable impact on net sales of approximately $64.3 million for the nine-months ended September 30, 2021.

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Net sales for the Monster Energy® Drinks segment were $3.87 billion for the nine-months ended September 30, 2021, an increase of approximately $683.6 million, or 21.5% higher than net sales of $3.18 billion for the nine-months ended September 30, 2020. Net sales for the Monster Energy® Drinks segment increased primarily due to increased worldwide sales by volume of our Monster Energy® brand energy drinks as a result of increased consumer demand. Net changes in foreign currency exchange rates had a favorable impact on net sales for the Monster Energy® Drinks segment of approximately $60.2 million for the nine-months ended September 30, 2021.

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Net sales for the Strategic Brands segment were $229.2 million for the nine-months ended September 30, 2021, an increase of approximately $30.8 million, or 15.5% higher than net sales of $198.4 million for the nine-months ended September 30, 2020. Net sales for the Strategic Brands segment increased primarily due to increased worldwide sales by volume of our, Predator®, Burn® and Mother® brand energy drinks as a result of increased consumer demand. Shortages of NOS® concentrate negatively impacted net sales for the nine-months ended September 30, 2021.Net changes in foreign currency exchange rates had a favorable impact on net sales of approximately $4.1 million for the Strategic Brands segment for the nine-months ended September 30, 2021.

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Net sales for the Other segment were $20.0 million for the nine-months ended September 30, 2021, a decrease of approximately $0.4 million, or 2.0% lower than net sales of $20.4 million for the nine-months ended September 30, 2020.

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Case sales, in 192-ounce case equivalents, were 460.0 million cases for the nine-months ended September 30, 2021, an increase of approximately 87.5 million cases or 23.5% higher than case sales of 372.5 million cases for the nine-months ended September 30, 2020. The overall average net sales per case (excluding net sales of AFF Third-Party Products of $20.0 million and $20.4 million for the nine-months ended September 30, 2021 and 2020, respectively, as these sales do not have unit case equivalents) decreased to $8.91 for the nine-months ended September 30, 2021, which was 1.9% lower than the average net sales per case of $9.08 for the nine-months ended September 30, 2020. The decrease in the average net sales per case was primarily the result of geographical sales mix.

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Gross Profit. Gross profit was $2.34 billion for the nine-months ended September 30, 2021, an increase of approximately $307.7 million, or 15.1% higher than the gross profit of $2.03 billion for the nine-months ended September 30, 2020. The increase in gross profit dollars was primarily the result of the $714.0 million increase in net sales for the nine-months ended September 30, 2021.

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Gross profit as a percentage of net sales decreased to 56.9% for the nine-months ended September 30, 2021 from 59.8% for the nine-months ended September 30, 2020. The decrease for the nine-months ended September 30, 2021 was primarily the result of increased aluminum can costs attributable to higher aluminum commodity pricing, as well as the costs of importing aluminum cans, logistical costs and geographical sales mix.

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Operating Expenses. Total operating expenses were $956.3 million for the nine-months ended September 30, 2021, an increase of approximately $154.0 million, or 19.2% higher than total operating expenses of $802.3 million for the nine-months ended September 30, 2020. As a percentage of net sales, operating expenses for the nine-months ended September 30, 2021 were 23.2% as compared to 23.6% for the nine-months ended September 30, 2020. The increase in operating expenses was primarily due to increased out-bound freight and warehouse costs of $63.3 million, increased payroll expenses of $30.6 million, increased expenditures of $27.2 million for sponsorships and endorsements, increased expenditures of $14.1 million for social media and digital marketing, and increased expenditures of $10.6 million for professional service expenses, including accounting and legal costs. The increase in operating expenses for the nine-months ended September 30, 2021, was partially offset by $16.9 million due to the reversal of amounts previously accrued in connection with an intellectual property claim.

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Operating Income. Operating income was $1.38 billion for the nine-months ended September 30, 2021, an increase of approximately $153.7 million, or 12.5% higher than operating income of $1.23 billion for the nine-months ended September 30, 2020. Operating income as a percentage of net sales decreased to 33.6% for the nine-months ended September 30, 2021 from 36.2% for the nine-months ended September 30, 2020. Operating income was $325.8 million and $237.3 million for the nine-months ended September 30, 2021 and 2020, respectively, for our operations in EMEA, Asia Pacific, Latin America and the Caribbean.

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Operating income for the Monster Energy® Drinks segment, exclusive of corporate and unallocated expenses, was $1.51 billion for the nine-months ended September 30, 2021, an increase of approximately $145.7 million, or 10.7% higher than operating income of $1.37 billion for the nine-months ended September 30, 2020. The increase in operating income for the Monster Energy® Drinks segment was primarily the result of the $683.6 million increase in net sales for the nine-months ended September 30, 2021.

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Operating income for the Strategic Brands segment, exclusive of corporate and unallocated expenses, was $139.4 million for the nine-months ended September 30, 2021, an increase of approximately $21.1 million, or 17.8% higher than operating income of $118.3 million for the nine-months ended September 30, 2020. The increase in operating income for the Strategic Brands segment was primarily the result of the $30.8 million increase in net sales.

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Operating income for the Other segment, exclusive of corporate and unallocated expenses, was $5.3 million for the nine-months ended September 30, 2021, an increase of approximately $0.5 million, or 10.1% higher than operating income of $4.8 million for the nine-months ended September 30, 2020.

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Interest and Other Expense, net. Interest and other non-operating expense, net, was $2.2 million for the nine-months ended September 30, 2021, as compared to interest and other non-operating expense, net, of $5.5 million for the nine-months ended September 30, 2020. Foreign currency transaction losses were $5.5 million and $9.2 million for the nine-months ended September 30, 2021 and 2020, respectively. Interest income was $3.1 million and $6.9 million for the nine-months ended September 30, 2021 and 2020, respectively.

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Provision for Income Taxes. Provision for income taxes was $326.2 million for the nine-months ended September 30, 2021, an increase of $38.7 million, or 13.5% higher than the provision for income taxes of $287.5 million for the nine-months ended September 30, 2020. The effective combined federal, state and foreign tax rate was 23.6% and 23.5% for the nine-months ended September 30, 2021 and 2020, respectively.

Net Income. Net income was $1.06 billion for the nine-months ended September 30, 2021, an increase of $118.3 million, or 12.6% higher than net income of $937.9 million for the nine-months ended September 30, 2020. The increase in net income for the nine-months ended September 30, 2021 was primarily due to the $307.7 million increase in gross profit for the nine-months ended September 30, 2021, partially offset by the $154.0 million increase in operating expenses and the $38.7 million increase in the provision for income taxes.

​

Key Business Metrics

​

We use certain key metrics and financial measures not prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) to evaluate and manage our business. For a further discussion of how we use key metrics and certain non-GAAP financial measures, see “Non-GAAP Financial Measures and Other Key Metrics”.

​

Non-GAAP Financial Measures and Other Key Metrics

​

Three-Months Ended September 30, 2021 Compared to the Three-Months Ended September 30, 2020.

​

Gross Billings**. Gross billings were $1.65 billion for the three-months ended September 30, 2021, an increase of approximately $194.1 million, or 13.4% higher than gross billings of $1.45 billion for the three-months ended September 30, 2020. Net changes in foreign currency exchange rates had a favorable impact on gross billings of approximately $21.5 million for the three-months ended September 30, 2021.

​

Gross billings for the Monster Energy® Drinks segment were $1.55 billion for the three-months ended September 30, 2021, an increase of approximately $196.2 million, or 14.5% higher than gross billings of $1.36 billion for the three-months ended September 30, 2020. Gross billings for the Monster Energy® Drinks segment increased primarily due to increased worldwide sales by volume of our Monster Energy® brand energy drinks as a result of increased consumer demand. Net changes in foreign currency exchange rates had a favorable impact on gross billings for the Monster Energy® Drinks segment of approximately $20.5 million for the three-months ended September 30, 2021.

​

Gross billings for the Strategic Brands segment were $88.5 million for the three-months ended September 30, 2021, an increase of $0.3 million, or 0.3% higher than gross billings of $88.2 million for the three-months ended September 30, 2020. Shortages of NOS® concentrate negatively impacted gross billings for the three-months ended September 30, 2021. Net changes in foreign currency exchange rates had a favorable impact on gross billings in the Strategic Brands segment of approximately $1.0 million for the three-months ended September 30, 2021.

​

Gross billings for the Other segment were $6.3 million for the three-months ended September 30, 2021, a decrease of $2.3 million, or 26.7% lower than gross billings of $8.6 million for the three-months ended September 30, 2020.

​

Promotional allowances, commissions and other expenses, as described in the footnote below, were $247.9 million for the three-months ended September 30, 2021, an increase of $29.8 million, or 13.7% higher than promotional allowances, commissions and other expenses of $218.1 million for the three-months ended September 30, 2020. Promotional allowances as a percentage of gross billings decreased to 13.2% from 13.6% for the three-months ended September 30, 2021 and 2020, respectively.

​

Nine-Months Ended September 30, 2021 Compared to the Nine-Months Ended September 30, 2020.

​

Gross Billings**. Gross billings were $4.79 billion for the nine-months ended September 30, 2021, an increase of approximately $849.6 million, or 21.5% higher than gross billings of $3.94 billion for the nine-months ended September 30, 2020. Net changes in foreign currency exchange rates had a favorable impact on gross billings of approximately $84.1 million for the nine-months ended September 30, 2021.

​

Gross billings for the Monster Energy® Drinks segment were $4.51 billion for the nine-months ended September 30, 2021, an increase of approximately $813.9 million, or 22.0% higher than gross billings of $3.69 billion for the nine-months ended September 30, 2020. Gross billings for the Monster Energy® Drinks segment increased primarily due to increased worldwide sales by volume of our Monster Energy® brand energy drinks as a result of increased consumer demand. Net changes in foreign currency exchange rates had a favorable impact on gross billings for the Monster Energy® Drinks segment of approximately $80.0 million for the nine-months ended September 30, 2021.

​

Gross billings for the Strategic Brands segment were $265.5 million for the nine-months ended September 30, 2021, an increase of $36.1 million, or 15.7% higher than gross billings of $229.4 million for the nine-months ended September 30, 2020. Shortages of NOS® concentrate negatively impacted gross billings for the nine-months ended September 30, 2021. Net changes in foreign currency exchange rates had a favorable impact on gross billings in the Strategic Brands segment of approximately $4.1 million for the nine-months ended September 30, 2021.

​

Gross billings for the Other segment were $20.0 million for the nine-months ended September 30, 2021, a decrease of $0.4 million, or 2.0% lower than gross billings of $20.4 million for the nine-months ended September 30, 2020.

​

Promotional allowances, commissions and other expenses, as described in the footnote below, were $707.7 million for the nine-months ended September 30, 2021, an increase of $135.3 million, or 23.6% higher than promotional allowances, commissions and other expenses of $572.4 million for the nine-months ended September 30, 2020. Promotional allowances as a percentage of gross billings decreased to 13.1% from 13.2% for the nine-months ended September 30, 2021 and 2020, respectively.

​

**Gross Billings represent amounts invoiced to customers net of cash discounts and returns. Gross billings are used internally by management as an indicator of and to monitor operating performance, including sales performance of particular products, salesperson performance, product growth or declines and is useful to investors in evaluating overall Company performance. The use of gross billings allows evaluation of sales performance before the effect of any promotional items, which can mask certain performance issues. We therefore believe that the presentation of gross billings provides a useful measure of our operating performance. The use of gross billings is not a measure that is recognized under GAAP and should not be considered as an alternative to net sales, which is determined in accordance with GAAP, and should not be used alone as an indicator of operating performance in place of net sales. Additionally, gross billings may not be comparable to similarly titled measures used by other companies, as gross billings has been defined by our internal reporting practices. In addition, gross billings may not be realized in the form of cash receipts as promotional payments and allowances may be deducted from payments received from certain customers_._

​

The following table reconciles the non-GAAP financial measure of gross billings with the most directly comparable GAAP financial measure of net sales:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		Three-Months Ended						Percentage		​	Nine-Months Ended					Percentage	​
​	​	September 30,					​	Change	​	September 30,						Change	​
(In thousands)		2021			2020			21 vs. 20	​	2021			2020			21 vs. 20	​
Gross Billings	​	$	1,648,048	​	$	1,453,905	​	13.4	%	$	4,792,728	​	$	3,943,164		21.5	%
Deferred Revenue	​	​	10,386	​	​	10,521	​	(1.3)	%	​	31,265	​	​	31,599	​	(1.1)	%
Less: Promotional allowances, commissions and other expenses***	​		247,877	​		218,064	​	13.7	%		707,685	​		572,408		23.6	%
Net Sales	​	$	1,410,557	​	$	1,246,362	​	13.2	%	$	4,116,308	​	$	3,402,355		21.0	%

​

***Although the expenditures described in this line item are determined in accordance with GAAP and meet GAAP requirements, the presentation thereof does not conform to GAAP presentation requirements. Additionally, our definition of promotional and other allowances may not be comparable to similar items presented by other companies. Promotional and other allowances primarily include consideration given to our bottlers/distributors or retail customers including, but not limited to the following: (i) discounts granted off list prices to support price promotions to end-consumers by retailers; (ii) reimbursements given to our bottlers/distributors for agreed portions of their promotional spend with retailers, including slotting, shelf space allowances and other fees for both new and existing products; (iii) our agreed share of fees given to bottlers/distributors and/or directly to retailers for advertising, in-store marketing and promotional activities; (iv) our agreed share of slotting, shelf space allowances and other fees given directly to retailers, club stores and/or wholesalers; (v) incentives given to our bottlers/distributors and/or retailers for achieving or exceeding certain predetermined sales goals; (vi) discounted or free products; (vii) contractual fees given to our bottlers/distributors related to sales made by us direct to certain customers that fall within the bottlers’/distributors’ sales territories; and (viii) certain commissions based on sales to our bottlers/distributors. The presentation of promotional and other allowances facilitates an evaluation of their impact on the determination of net sales and the spending levels incurred or correlated with such sales. Promotional and other allowances constitute a material portion of our marketing activities. Our promotional allowance programs with our numerous bottlers/distributors and/or retailers are executed through separate agreements in the ordinary course of business. These agreements generally provide for one or more of the arrangements described above and are of varying durations,

ranging from one week to one year. The primary drivers of our promotional and other allowance activities for the three-months ended September 30, 2021 and 2020 were (i) to increase sales volume and trial, (ii) to address market conditions, and (iii) to secure shelf and display space at retail.

​

Sales

​

The table below discloses selected quarterly data regarding sales for the three- and nine-months ended September 30, 2021 and 2020, respectively. Data from any one or more quarters or periods is not necessarily indicative of annual results or continuing trends.

​

Sales of beverages are expressed in unit case volume. A “unit case” means a unit of measurement equal to 192 U.S. fluid ounces of finished beverage (24 eight-ounce servings). Unit case volume means the number of unit cases (or unit case equivalents) of finished products or concentrates as if converted into finished products sold by us.

​

Our quarterly results of operations reflect seasonal trends that are primarily the result of increased demand in the warmer months of the year. It has been our experience that beverage sales tend to be lower during the first and fourth quarters of each calendar year. However, our experience with our energy drink products suggests they may be less seasonal than the seasonality of traditional beverages. In addition, our continued growth internationally may further reduce the impact of seasonality on our business. Quarterly fluctuations may also be affected by other factors including the introduction of new products, the opening of new markets where temperature fluctuations are more pronounced, the addition of new bottlers/distributors, changes in the sales mix of our products and changes in advertising and promotional expenses. The COVID-19 pandemic including new variants may also have an impact on consumer behavior and change the seasonal fluctuation of our business.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three-Months Ended					​	Nine-Months Ended
​	​	September 30,					​	September 30,
(In thousands, except average net sales per case)		2021			2020			2021			2020
Net sales	​	$	1,410,557	​	$	1,246,362	​	$	4,116,308	​	$	3,402,355
Less: AFF third-party sales	​		(6,316)	​		(8,618)	​		(19,953)	​		(20,367)
Adjusted net sales1	​	$	1,404,241	​	$	1,237,744	​	$	4,096,355	​	$	3,381,988
​	​	​	​	​	​	​	​	​	​	​	​	​
Case sales by segment:	​		​	​			​			​
Monster Energy® Drinks	​		133,177	​		117,805	​		388,214	​		317,103
Strategic Brands	​		26,798	​		22,117	​		71,777	​		55,378
Other	​		—	​		—	​		—	​		—
Total case sales	​		159,975	​		139,922	​		459,991	​		372,481
Average net sales per case	​	$	8.78	​	$	8.85	​	$	8.91	​	$	9.08

​

1_Excludes certain Other segment net sales of $6.3 million and $8.6 million for the three-months ended September 30, 2021 and 2020, respectively, comprised of net sales of AFF Third-Party Products to independent third-party customers, as these sales do not have unit case equivalents. Excludes certain Other segment net sales of $20.0 million and $20.4 million for the nine-months ended September 30, 2021 and 2020, respectively, comprised of net sales of AFF Third-Party Products to independent third-party customers, as these sales do not have unit case equivalents._

​

See Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” for additional information related to the increase in sales.

​

Liquidity and Capital Resources

​

Cash and cash equivalents, short-term and long-term investments. We believe that cash available from operations, including our cash resources and access to credit, will be sufficient for our working capital needs, including purchase commitments for raw materials and inventory, increases in accounts receivable, payments of tax liabilities, expansion and development needs, purchases of capital assets, purchases of equipment, purchases of real property and purchases of shares of our common stock, through at least the next 12 months. Our sources and uses of cash were not materially impacted by the COVID-19 pandemic in the nine-months ended September 30, 2021 and, to date, we have not identified any material liquidity deficiencies as a result of the COVID-19 pandemic. Based on the information currently available to us, we do not expect the impact of the COVID-19 pandemic to have a material impact on our liquidity. We will continue to monitor and assess the impact the COVID-19 pandemic may have on our business, financial condition and/or operating results.

​

At September 30, 2021, we had $1.71 billion in cash and cash equivalents, $1.22 billion in short-term investments and $28.3 million in long-term investments, including certificates of deposit, commercial paper, U.S. government agency securities and U.S. treasuries. We maintain our investments for cash management purposes and not for purposes of speculation. Our risk management policies emphasize credit quality (primarily based on short-term ratings by nationally recognized statistical organizations) in selecting and maintaining our investments. We regularly assess market risk of our investments and believe our current policies and investment practices adequately limit those risks. However, certain of these investments are subject to general credit, liquidity, market and interest rate risks. These market risks associated with our investment portfolio may have an adverse effect on our future results of operations, liquidity and financial condition.

Based on our current plans, at this time we estimate that capital expenditures (exclusive of common stock repurchases) are likely to be less than $200.0 million through September 30, 2022. However, future business opportunities may cause a change in this estimate.

​

Cash flows provided by operating activities. Cash provided by operating activities was $928.0 million for the nine-months ended September 30, 2021, as compared with cash provided by operating activities of $949.2 million for the nine-months ended September 30, 2020.

​

For the nine-months ended September 30, 2021, cash provided by operating activities was primarily attributable to net income earned of $1.06 billion and adjustments for certain non-cash expenses, consisting of $52.4 million of stock-based compensation and $40.7 million of depreciation and amortization. For the nine-months ended September 30, 2021, cash provided by operating activities also increased due to a $106.6 million increase in accounts payable, a $51.0 million increase in accrued promotional allowances, a $34.1 million increase in accrued liabilities and a $5.3 million increase in accrued distributor terminations. For the nine-months ended September 30, 2021, cash used in operating activities was primarily attributable to a $199.7 million increase in accounts receivable, a $149.4 million increase in inventories, a $41.2 million increase in prepaid expenses and other assets, a $17.8 million decrease in deferred revenue, a $7.4 million increase in prepaid income taxes and a $2.9 million decrease in accrued compensation.

​

For the nine-months ended September 30, 2020, cash provided by operating activities was primarily attributable to net income earned of $937.9 million and adjustments for certain non-cash expenses, consisting of $53.0 million of stock-based compensation, $45.9 million of depreciation and amortization and $7.0 million of intangible asset impairment. For the nine-months ended September 30, 2020, cash provided by operating activities also increased due to a $53.5 million increase in accrued liabilities, a $39.5 million decrease in inventories, a $31.9 million increase in accrued promotional allowances, an $18.0 million increase in income taxes payable and an $11.5 million decrease in prepaid income taxes. For the nine-months ended September 30, 2020, cash used in operating activities was primarily attributable to a $201.7 million increase in accounts receivable, a $20.4 million increase in prepaid expenses and other assets, a $15.2 million decrease in deferred revenue, a $9.7 million decrease in accounts payable and a $1.2 million decrease in accrued compensation.

​

Cash flows used in investing activities. Cash used in investing activities was $381.7 million for the nine-months ended September 30, 2021 as compared to cash used in investing activities of $140.5 million for the nine-months ended September 30, 2020.

​

For both the nine-months ended September 30, 2021 and 2020, cash provided by investing activities was primarily attributable to sales of available-for-sale investments. For both the nine-months ended September 30, 2021 and 2020, cash used in investing activities was primarily attributable to purchases of available-for-sale investments. For both the nine-months ended September 30, 2021 and 2020, cash used in investing activities also included the acquisitions of fixed assets consisting of vans and promotional vehicles, coolers and other equipment to support our marketing and promotional activities, production equipment, furniture and fixtures, office and computer equipment, computer software, equipment used for sales and administrative activities, certain leasehold improvements, as well as acquisitions of and/or improvements to real property. We expect to continue to use a portion of our cash in excess of our requirements for operations for purchasing short-term and long-term investments, leasehold improvements, the acquisition of capital equipment (specifically, vans, trucks and promotional vehicles, coolers, other promotional equipment, merchandise displays, warehousing racks as well as items of production equipment required to produce certain of our existing and/or new products) to develop our brand in international markets and for other corporate purposes. From time to time, we may also use cash to purchase additional real property related to our beverage business and/or acquire compatible businesses.

​

Cash flow provided by (used in) financing activities. Cash provided by financing activities was $21.5 million for the nine-months ended September 30, 2021 as compared to cash used in financing activities of $532.9 million for the nine-months ended September 30, 2020. The cash used in financing activities for both the nine-months ended September 30, 2021 and 2020 was primarily the result of the repurchases of our common stock. The cash provided by financing activities for both the nine-months ended September 30, 2021, and 2020 was primarily attributable to the issuance of our common stock under our stock-based compensation plans.

​

Purchases of inventories, increases in accounts receivable and other assets, acquisition of property and equipment (including real property, personal property and coolers), leasehold improvements, advances for or the purchase of equipment for our bottlers, acquisition and maintenance of trademarks, payments of accounts payable, income taxes payable and purchases of our common stock are expected to remain our principal recurring use of cash.

​

Of our $1.71 billion of cash and cash equivalents held at September 30, 2021, $568.4 million was held by our foreign subsidiaries. No short-term or long-term investments were held by our foreign subsidiaries at September 30, 2021.

​

The following represents a summary of the Company’s contractual commitments and related scheduled maturities as of September 30, 2021:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Payments due by period (in thousands)
​		​	​		Less than			1‑3			3‑5			More than
Obligations	​	Total		​	1 year			years			years			5 years
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Contractual Obligations1	​	$	212,653	​	$	147,014	​	$	65,315	​	$	324	​	$	—
Finance Leases	​		1,626	​		1,579	​		37	​		10	​		—
Operating Leases	​		21,597	​		3,412	​		4,548	​		3,269	​		10,368
Purchase Commitments2	​		129,980	​		129,980	​		—	​		—	​		—
​	​	$	365,856	​	$	281,985	​	$	69,900	​	$	3,603	​	$	10,368

​

1_Contractual obligations include our obligations related to sponsorships and other commitments._

2_Purchase commitments include obligations made by us and our subsidiaries to various suppliers for raw materials used in the production of our products. These obligations vary in terms, but are generally satisfied within one year._

​

In addition, approximately $0.4 million of unrecognized tax benefits have been recorded as liabilities as of September 30, 2021. It is expected that the amount of unrecognized tax benefits will not significantly change within the next 12 months. As of September 30, 2021, we had $0.1 million of accrued interest and penalties related to unrecognized tax benefits.

​

Critical Accounting Policies

​

There have been no material changes to our critical accounting policies from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“Form 10-K”).

​

Recent Accounting Pronouncements

​

The information required by this Item is incorporated herein by reference to the Notes to Condensed Consolidated Financial Statements - Note 2. Recent Accounting Pronouncements, in Part I, Item 1, of this Quarterly Report on Form 10-Q.

​

Inflation

​

We believe inflation had a negative impact on our results of operations for the three- and nine-months ended September 30, 2021.

​

Forward-Looking Statements

​

Certain statements made in this report may constitute forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) (the “Exchange Act”) regarding the expectations of management with respect to revenues, profitability, adequacy of funds from operations and our existing credit facility, among other things. All statements containing a projection of revenues, income (loss), earnings (loss) per share, capital expenditures, dividends, capital structure or other financial items, a statement of management’s plans and objectives for future operations, or a statement of future economic performance contained in management’s discussion and analysis of financial condition and results of operations, including statements related to new products, volume growth and statements encompassing general optimism about future operating results and non-historical information, are forward-looking statements within the meaning of the Exchange Act. Without limiting the foregoing, the words “believes,” “thinks,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements.

​

Management cautions that these statements are qualified by their terms and/or important factors, many of which are outside our control, and involve a number of risks, uncertainties and other factors, that could cause actual results and events to differ materially from the statements made including, but not limited to, the following:

​

	●	Our ability to absorb, mitigate or pass on to our bottlers/distributors and/or consumers increases in commodity, freight and other costs;

	●	The human and economic consequences of the COVID-19 pandemic, including new variants, as well as the measures taken or that may be taken in the future by governments, and consequently, businesses (including the Company and its suppliers, bottlers/ distributors, co-packers and other service providers) and the public at large to limit the COVID-19 pandemic;

	●	Fluctuations in growth and/or growth rates and/or decline in sales of the domestic and international energy drink categories generally, including in the convenience and gas channel (which is our largest channel) and the impact on demand for our products resulting from deteriorating economic conditions and/or financial uncertainties due to the COVID-19 pandemic;

	●	The impact of temporary plant closures, production slowdowns and disruptions in operations experienced by our suppliers, bottlers/distributors and/or co-packers as a result of the COVID-19 pandemic, including any material disruptions on the production and distribution of our products;

	●	The impact of the reduction in our sponsorship and endorsement activities as well as our sampling activities as a result of COVID-19 on our future sales and market share;

	●	The impact of countries being in lockdown due to the COVID-19 pandemic at various times;

	●	Delays in the availability and/or administration and/or acceptance of vaccines may prolong the COVID-19 pandemic;

	●	The impact of vaccine mandates on our business and supply chain, including our ability to recruit and/or retain employees, and disruptions in the business of our co-packers, bottlers/distributors and/or suppliers.

	●	Closures of, and continued restrictions on, on-premise retailers and other establishments which sell our products as the result of the COVID-19 pandemic;

	●	The limitation or reduction by our suppliers, bottlers/distributors and/or co-packers of their activities and/or operations during the COVID-19 pandemic;

	●	The impact of the COVID-19 pandemic on our product sampling programs;

	●	Our ability to introduce new products and the impact of the COVID-19 pandemic on our innovation activities;

	●	Our ability to successfully adapt to the changing landscape of advertising, marketing, promotional, sponsorship and endorsement opportunities created by the COVID-19 pandemic;

	●	Other effects of the COVID-19 pandemic on our employees, such as mental health challenges that employees may face;

	●	The impact of any reductions in productivity and disruptions to our business routines while most office-based employees of the Company are working remotely;

	●	The impact of logistical issues, including shortages of shipping containers, port of entry congestion and increased freight costs;

	●	We have extensive commercial arrangements with TCCC and, as a result, our future performance is substantially dependent on the success of our relationship with TCCC;

	●	The impact of TCCC’s bottlers/distributors distributing Coca-Cola brand energy drinks and possible reductions in the number of our SKUs carried by such bottlers/distributors and/or such bottlers/distributors imposing limitations on distributing new product SKUs;

	●	The effect of TCCC being one of our significant stockholders and the potential divergence of TCCC’s interests from those of our other stockholders;

	●	Our ability to maintain relationships with TCCC system bottlers/distributors and manage their ongoing commitment to focus on our products;

	●	Disruption in distribution channels and/or decline in sales due to the termination and/or insolvency of existing and/or new domestic and/or international bottlers/distributors;

	●	Lack of anticipated demand for our products in domestic and/or international markets;

	●	Fluctuations in the inventory levels of our bottlers/distributors, planned or otherwise, and the resultant impact on our revenues;

	●	Unfavorable regulations, including taxation requirements, age restrictions imposed on the sale, purchase, or consumption of our products, marketing restrictions, product registration requirements, tariffs, trade restrictions, container size limitations and/or ingredient restrictions;

	●	The effect of inquiries from, and/or actions by, state attorneys general, the Federal Trade Commission (the “FTC”), the Food and Drug Administration (the “FDA”), municipalities, city attorneys, other government agencies, quasi-government agencies, government officials (including members of U.S. Congress) and/or analogous central and local agencies and other authorities in the foreign countries in which our products are manufactured and/or distributed, into the advertising, marketing, promotion, ingredients, sale and/or consumption of our energy drink products, including voluntary and/or required changes to our business practices;

	●	Our ability to comply with laws, regulations and evolving industry standards regarding consumer privacy and data use and security, including with respect to the General Data Protection Regulation and the California Consumer Privacy Act of 2018;

	●	Our ability to achieve profitability and/or repatriate cash from certain of our operations outside the United States;

	●	Our ability to manage legal and regulatory requirements in foreign jurisdictions, potential difficulties in staffing and managing foreign operations and potentially higher incidence of fraud or corruption and credit risk of foreign customers and/or bottlers/distributors;

	●	Changes in U.S. tax laws as a result of any legislation proposed by the new U.S. Presidential Administration or U.S. Congress, which may include efforts to change or repeal the 2017 Tax Cuts and Jobs Act and the federal corporate income tax rate reduction;

	●	Our ability to produce our products in international markets in which they are sold, thereby reducing freight costs and/or product damages;

	●	Our ability to effectively manage our inventories and/or our accounts receivables;

	●	Our foreign currency exchange rate risk with respect to our sales, expenses, profits, assets and liabilities denominated in currencies other than the U.S. dollar, which will continue to increase as foreign sales increase;

	●	The long-term impact of the United Kingdom’s departure from the European Union (or “Brexit”);

	●	Changes in accounting standards may affect our reported profitability;

	●	Implications of the Organization for Economic Cooperation and Development’s base erosion and profit shifting project;

	●	Any proceedings which may be brought against us by the Securities and Exchange Commission (the “SEC”), the FDA, the FTC or other governmental agencies or bodies;

	●	The outcome and/or possibility of future shareholder derivative actions or shareholder securities litigation that may be filed against us and/or against certain of our officers and directors, and the possibility of other private shareholder litigation;

	●	The outcome of product liability or consumer fraud litigation and/or class action litigation (or its analog in foreign jurisdictions) regarding the safety of our products and/or the ingredients in and/or claims made in connection with our products and/or alleging false advertising, marketing and/or promotion, and the possibility of future product liability and/or class action lawsuits;

	●	Exposure to significant liabilities due to litigation, legal or regulatory proceedings;

	●	Intellectual property injunctions;

	●	Unfavorable resolution of tax matters;

	●	Uncertainty and volatility in the domestic and global economies, including risk of counterparty default or failure;

	●	Our ability to address any significant deficiencies or material weakness in our internal controls over financial reporting;

	●	Our ability to continue to generate sufficient cash flows to support our expansion plans and general operating activities;

	●	Decreased demand for our products resulting from changes in consumer preferences, including changes in demand for different packages, sizes and configurations, obesity and other perceived health concerns, including concerns relating to certain ingredients in our products or packaging, product safety concerns and/or from decreased consumer discretionary spending power;

	●	Adverse publicity surrounding obesity and health concerns related to our products, product safety and quality, water usage, environmental impact and sustainability, human rights, our culture, workforce and labor and workplace laws;

	●	Changes in demand that are weather related and/or for other reasons, including changes in product category and/or package consumption and changes in cost and availability of certain key ingredients including aluminum cans, as well as disruptions to the supply chain, as a result of climate change and extreme weather conditions;

	●	The impact of unstable political conditions, civil unrest, large scale terrorist acts, the outbreak or escalation of armed hostilities, major natural disasters and extreme weather conditions, or widespread outbreaks of infectious diseases (such as the COVID-19 pandemic);

	●	The impact on our business of competitive products and pricing pressures and our ability to gain or maintain our share of sales in the marketplace as a result of actions by competitors, including unsubstantiated and/or misleading claims, false advertising claims and tortious interference, as well as competitors selling misbranded products;

	●	The impact on our business of trademark and trade dress infringement proceedings brought against us relating to our brands, including our Reign Total Body Fuel® high performance energy drinks, which 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;

	●	Our ability to implement and/or maintain price increases;

	●	An inability to achieve volume growth through product and packaging initiatives;

	●	Our ability to sustain the current level of sales and/or achieve growth for our Monster Energy® brand energy drinks and/or our other products, including our Strategic Brands;

	●	The impact of criticism of our energy drink products and/or the energy drink market generally and/or legislation enacted (whether as a result of such criticism or otherwise) that restricts the marketing or sale of energy drinks (including prohibiting the sale of energy drinks at certain establishments or pursuant to certain governmental programs), limits caffeine content in beverages, requires certain product labeling disclosures and/or warnings, imposes excise and/or sales taxes, limits product sizes and/or imposes age restrictions for the sale of energy drinks;

	●	Our ability to comply with and/or resulting lower consumer demand and/or lower profit margins for energy drinks due to proposed and/or future U.S. federal, state and local laws and regulations and/or proposed or existing laws and regulations in certain foreign jurisdictions and/or any changes therein, including changes in taxation requirements (including tax rate changes, new tax laws, new and/or increased excise, sales and/or other taxes on our products and revised tax law interpretations) and environmental laws, as well as the Federal Food, Drug, and Cosmetic Act and regulations or rules made thereunder or in connection therewith by the FDA, as well as changes in any other food, drug or similar laws in the United States and internationally, especially those changes that may 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 in beverages, require certain product labeling disclosures and/or warnings, impose excise taxes, impose sugar taxes, limit product sizes, or impose age restrictions for the sale of energy drinks, as well as laws and regulations or rules made or enforced by the Bureau of Alcohol, Tobacco, Firearms and Explosives and/or the FTC or their foreign counterparts;

	●	Disruptions in the timely import or export of our products and/or ingredients due to port strikes and related labor issues;

	●	Our ability 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 associations and the impact of our failure to satisfy such guidelines may have on our business;

	●	The effect of unfavorable or adverse public relations, press, articles, comments and/or media attention;

	●	Changes in the cost, quality and availability of containers, packaging materials, aluminum cans, the Midwest and other premiums, raw materials and other ingredients and juice concentrates, and our ability to obtain and/or maintain favorable supply arrangements and relationships and procure timely and/or sufficient production of all or any of our products to meet customer demand;

	●	Any shortages that may be experienced in the procurement of containers and/or other raw materials including, without limitation, aluminum cans generally, PET containers used for our Monster Hydro® energy drinks, 24-ounce aluminum cap cans and 550ml BRE aluminum cans with resealable ends;

	●	Due to limitations being experienced in securing the supply of sufficient quantities of aluminum cans, we are currently, and may continue, focusing on producing higher volume products. As a result, certain of our lower volume products may be temporarily discontinued by our bottlers/distributors and/or their retail customers, and we may not be able to reinstate all, or any, of such lower volume products in the future;

	●	In order to secure sufficient quantities of aluminum cans and sufficient co-packing availability in the future, we may be required to commit to minimum purchase volumes and/or minimum co-packing volumes. In the event that we over-estimate future demand for our products and therefore may not purchase such minimum quantities in full, or utilize such minimum co-packing volumes in full, we may incur claims and/or costs or losses in respect of such shortfalls;

	●	The impact on our cost of sales of corporate activity among the limited number of suppliers from whom we purchase certain raw materials;

	●	Our ability to pass on to our customers all or a portion of any increases in the costs of raw materials, ingredients, commodities and/or other cost inputs affecting our business;

	●	Our ability to achieve both internal domestic and international forecasts, which may be based on projected volumes and sales of many product types and/or new products, certain of which are more profitable than others; there can be no assurance that we will achieve projected levels of sales as well as forecasted product and/or geographic mixes;

	●	Our ability to penetrate new domestic and/or international markets and/or gain approval or mitigate the delay in securing approval for the sale of our products in various countries;

	●	The effectiveness of sales and/or marketing efforts by us and/or by the bottlers/distributors of our products, most of whom distribute products that may be regarded as competitive with our products;

	●	Unilateral decisions by bottlers/distributors, buying groups, convenience chains, grocery chains, mass merchandisers, specialty chain stores, e-commerce retailers, e-commerce websites, club stores and other customers to discontinue carrying all or any of our products that they are carrying at any time, restrict the range of our products they carry, impose restrictions or limitations on the sale of our products and/or devote less resources to the sale of our products;

	●	The impact of possible trading disputes between our bottler/distributors and their customers and/or one or more buying groups which may result in the delisting of certain of the Company products, temporarily or otherwise;

	●	The effects of retailer consolidation on our business and our ability to successfully adapt to the rapidly changing retail landscape;

	●	Our ability to adapt to the changing retail landscape with the rapid growth in e-commerce retailers;

	●	The effects of bottler/distributor consolidation on our business;

	●	The costs and/or effectiveness, now or in the future, of our advertising, marketing and promotional strategies;

	●	The success of our sports marketing, social media and other general marketing endeavors both domestically and internationally;

	●	Unforeseen economic and political changes and local or international catastrophic events;

	●	Possible product recalls and/or reformulations of certain of our products and/or market withdrawals of certain of our products due to defective and/or non-compliant formulas or production in one or more jurisdictions;

	●	Our ability to make suitable arrangements and/or procure sufficient capacity for the co-packing of any of our products both domestically and internationally, the timely replacement of discontinued co-packing arrangements and/or limitations on co-packing availability, including for retort production;

	●	Our ability to make suitable arrangements for the timely procurement of non-defective raw materials;

	●	Our inability to protect and/or the loss of our intellectual property rights and/or our inability to use our trademarks, trade names or designs and/or trade dress in certain countries;

	●	Volatility of stock prices which may restrict stock sales, stock purchases or other opportunities as well as negatively impact the motivation of equity award grantees;

	●	Provisions in our organizational documents and/or control by insiders which may prevent changes in control even if such changes would be beneficial to other stockholders;

	●	The failure of our bottlers and/or co-packers to manufacture our products on a timely basis or at all;

	●	Any disruption in and/or lack of effectiveness of our information technology systems, including a breach of cyber security, that disrupts our business or negatively impacts customer relationships, as well as cybersecurity incidents involving data shared with third parties; and

	●	Recruitment and retention of senior management, other key employees and our employee base in general.

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The foregoing list of important factors and other risks detailed from time to time in our reports filed with the SEC is not exhaustive. See the section entitled “Risk Factors” in our Form 10-K and in Item 1A of this Quarterly Report for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. Those factors and the other risk factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, our actual results could be materially different from the results described or anticipated by our forward-looking statements, due to the inherent uncertainty of estimates, forecasts and projections and may be better or worse than anticipated. Given these uncertainties, you should not rely on forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We expressly disclaim any duty to provide updates to forward-looking statements, and the estimates and assumptions associated with them, after the date of this report, in order to reflect changes in circumstances or expectations or the occurrence of unanticipated events except to the extent required by applicable securities laws.

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