Monster Beverage 10-Q 2022-09-30

Filed 2022-11-04. 8 sections, 218K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 10-Q

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Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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For the quarterly period ended September 30, 2022Commission File Number 001-18761​

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MONSTER BEVERAGE CORPORATION

(Exact name of registrant as specified in its charter)

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

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1 Monster Way

Corona, California 92879

(Address of principal executive offices) (Zip code)

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(951) 739 - 6200

(Registrant’s telephone number, including area code)

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

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Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockMNSTNasdaq Global Select Market

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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Yes X No __

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

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Yes X No __

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

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Large accelerated filer ☒Accelerated filer ☐
Non-accelerated filer ☐Smaller reporting company ☐
​Emerging growth company ☐

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

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

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Yes __ No X

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The registrant had 521,743,612 shares of common stock, par value $0.005 per share, outstanding as of October 31, 2022.

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

SEPTEMBER 30, 2022

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INDEX

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Part I.FINANCIAL INFORMATIONPage No.
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Item 1.Condensed Consolidated Financial Statements (Unaudited)​​
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​Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021​3
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​Condensed Consolidated Statements of Income for the Three- and Nine-Months Ended September 30, 2022 and 2021​4
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​Condensed Consolidated Statements of Comprehensive Income for the Three- and Nine-Months Ended September 30, 2022 and 2021​5
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​Condensed Consolidated Statements of Stockholders’ Equity for the Three- and Nine-Months Ended September 30, 2022 and 2021​6
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​Condensed Consolidated Statements of Cash Flows for the Nine-Months Ended September 30, 2022 and 2021​7
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​Notes to Condensed Consolidated Financial Statements​9
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations​35
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Item 3.Quantitative and Qualitative Disclosures About Market Risk​53
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Item 4.Controls and Procedures​53
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Part II.OTHER INFORMATION​​
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Item 1.Legal Proceedings​54
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Item 1A.Risk Factors​54
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Item 2.Unregistered Sales of Equity Securities and Use of Proceeds​54
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Item 3.Defaults Upon Senior Securities​55
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Item 4.Mine Safety Disclosures​55
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Item 5.Other Information​55
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Item 6.Exhibits​55
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​Signatures​56

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PART I – FINANCIAL INFORMATION

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Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2022 AND DECEMBER 31, 2021

(In Thousands, Except Par Value) (Unaudited)

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​​​​​​​
​​September 30,​December 31,
​20222021
ASSETS​​​​​​
CURRENT ASSETS:​​​​​​
Cash and cash equivalents​$1,303,048​$1,326,462
Short-term investments​1,346,7811,749,727
Accounts receivable, net​1,051,642896,658
Inventories​862,977593,357
Prepaid expenses and other current assets​112,29482,668
Prepaid income taxes​19,94933,238
Total current assets​4,696,6914,682,110
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INVESTMENTS​72,37399,419
PROPERTY AND EQUIPMENT, net​485,550313,753
DEFERRED INCOME TAXES, net​195,511225,221
GOODWILL​1,412,9411,331,643
OTHER INTANGIBLE ASSETS, net​1,225,8261,072,386
OTHER ASSETS​115,91380,252
Total Assets​$8,204,805$7,804,784
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LIABILITIES AND STOCKHOLDERS’ EQUITY​​​​​​
CURRENT LIABILITIES:​​​​​​
Accounts payable​$520,198$404,263
Accrued liabilities​198,692210,964
Accrued promotional allowances​281,650211,461
Deferred revenue​42,60842,530
Accrued compensation​61,42665,459
Income taxes payable​17,14330,399
Total current liabilities​1,121,717965,076
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DEFERRED REVENUE​226,294243,249
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OTHER LIABILITIES​​41,034​​29,508
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COMMITMENTS AND CONTINGENCIES (Note 12)​​​​​​
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STOCKHOLDERS’ EQUITY:​​​​​​
Common stock - $0.005 par value; 1,250,000 shares authorized; 641,245 shares issued and 523,965 shares outstanding as of September 30, 2022; 640,043 shares issued and 529,323 shares outstanding as of December 31, 2021​​3,206​​3,200
Additional paid-in capital​4,736,1414,652,620
Retained earnings​8,699,4997,809,549
Accumulated other comprehensive loss​(224,455)(69,165)
Common stock in treasury, at cost; 117,280 shares and 110,720 shares as of September 30, 2022 and December 31, 2021, respectively​(6,398,631)(5,829,253)
Total stockholders’ equity​6,815,7606,566,951
Total Liabilities and Stockholders’ Equity​$8,204,805$7,804,784

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See accompanying notes to condensed consolidated financial statements.

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE- AND NINE- MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(In Thousands, Except Per Share Amounts) (Unaudited)

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​​Three-Months Ended​Nine-Months Ended
​​September 30,​September 30,
​2022202120222021
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NET SALES​$1,624,286​$1,410,557​$4,798,119​$4,116,308
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COST OF SALES​790,561​621,399​2,407,867​1,775,375
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GROSS PROFIT​833,725​789,158​2,390,252​2,340,933
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OPERATING EXPENSES​415,795​344,694​1,199,883​956,346
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OPERATING INCOME​417,930​444,464​​1,190,369​1,384,587
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INTEREST and OTHER INCOME (EXPENSE), net​2,149​(2,290)​(11,932)​(2,179)
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INCOME BEFORE PROVISION FOR INCOME TAXES​420,079​442,174​​1,178,437​1,382,408
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PROVISION FOR INCOME TAXES​​97,692​​104,969​​288,487​​326,247
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NET INCOME​$322,387​$337,205​$889,950​$1,056,161
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NET INCOME PER COMMON SHARE:​​​​​​​​​​​​
Basic​$0.61​$0.64​$1.68​$2.00
Diluted​$0.60​$0.63​$1.66​$1.97
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WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS:​​​​​​​​​​​​
Basic​526,797​528,997​528,263​528,618
Diluted​533,300​535,915​534,599​535,554

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See accompanying notes to condensed consolidated financial statements.

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE- AND NINE- MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(In Thousands) (Unaudited)

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​​Three-Months EndedNine-Months Ended
​​September 30,​September 30,
​2022202120222021
Net income, as reported​$322,387​$337,205​$889,950​$1,056,161
Other comprehensive income (loss):​​​​​​​​​​​​
Change in foreign currency translation adjustment​(68,822)​(26,716)​(147,450)​(46,412)
Available-for-sale investments:​​​​​​​​​​​​
Change in net unrealized (losses) gains​(2,675)​43​(7,840)​(117)
Reclassification adjustment for net gains included in net income​—​—​—​—
Net change in available-for-sale investments​(2,675)​43​(7,840)​(117)
Other comprehensive income (loss)​(71,497)​(26,673)​(155,290)​(46,529)
Comprehensive income​$250,890​$310,532​$734,660​$1,009,632

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See accompanying notes to condensed consolidated financial statements.

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MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE- AND NINE-MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(In Thousands) (Unaudited)

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

Our Business

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, and to a lesser extent, craft beers and hard seltzers.

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 $330.4 million in cash, subject to adjustments. The transaction facilitates our entry into the alcohol beverage sector and brings the Cigar CityTM family of brands including Jai Alai® IPA and Florida ManTM IPA, the Oskar BluesTM family of brands including Dale’s Pale Ale® and Wild BasinTM Hard Seltzers, the Deep EllumTM family of brands including Dallas Blonde® and Deep EllumTM IPA, the Perrin BrewingTM family of brands including Black Ale, the Squatters® family of brands including Hop Rising® Double IPA and Juicy IPA, the Wasatch® family of brands including Apricot Hefeweizen to our beverage portfolio. The transaction did not include CANarchy’s stand-alone restaurants. Our organizational structure for our existing energy beverage business remains unchanged. CANarchy is functioning independently, retaining its own organizational structure and team.

Russia-Ukraine Conflict

During the third quarter of fiscal 2022, the Russia-Ukraine conflict did not have a material impact on our financial position, results of operations and liquidity. Net sales in Russia and Ukraine combined were approximately 1.1% of our total net sales for the twelve months ended December 31, 2021. We will continue to monitor future developments relative to this conflict and its potential impacts.

The COVID – 19 Pandemic

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. See “Part I, Item 1A – Risk Factors” in our Form 10-K.

Pricing Actions

In the third quarter of 2022, we continued to implement measures to mitigate our increased product and distribution costs through pricing increases and reductions in promotions (“Pricing Actions”). We implemented a price increase effective September 1, 2022 in the United States and continued to implement price increases in certain international markets where feasible, all of which positively impacted gross profit margins in the third quarter of 2022.

Distribution and Supply Chain

Since the beginning of the COVID-19 pandemic and the subsequent increased demand for our energy drinks, we prioritized ensuring product availability for our customers and consumers. This strategic direction has remained in place throughout the global supply chain challenges and disruptions, despite adversely impacting our profitability. We continue to stand by our strategy to ensure product availability and solidify the continued long-term growth of our brands.

In the third quarter of 2022, we experienced a significant increase in cost of sales, resulting in a material decrease in both gross profit and gross profit as a percentage of net sales, relative to the comparative 2021 third quarter. The increase in cost of sales was primarily due to (i) increased ingredient and other input costs, including secondary packaging materials and increased co-packing fees, (ii) increased logistical costs, (iii) increased aluminum can costs and (iv) geographical and product sales mix. Furthermore, we experienced significant increases in distribution expenses, primarily the result of increased warehousing expenses, as well as increases in other logistical expenses, which adversely impacted operating costs.

However, in the third quarter of 2022 we began to see an improvement in our gross profit margins as compared to the second quarter of 2022. This improvement was primarily attributable to (i) Pricing Actions, (ii) our decreased reliance on imported cans and (iii) improved finished product inventory levels in closer proximity to our customers, resulting in a reduction of long-distance freight costs.

We continue to address the controllable challenges in our supply chain.

Liquidity and Capital Resources

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

Overview

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 Energy® Nitro● 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 North®

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We also develop, market, sell and distribute craft beers and hard seltzers under a number of brands, including Jai Alai® IPA, Florida ManTM IPA, Dale’s Pale Ale®, Wild BasinTM Hard Seltzers, Dallas Blonde®, Deep EllumTM IPA, Perrin BrewingTM Black Ale, Hop Rising® Double IPA, Juicy IPA, Wasatch® Apricot Hefeweizen and a host of other brands.

We have four operating and reportable segments: (i) Monster Energy® Drinks segment (“Monster Energy® Drinks”), which is primarily comprised of the Company’s Monster Energy® drinks, Reign Total Body Fuel® high performance energy drinks and True North® Pure Energy Seltzers, (ii) Strategic Brands segment (“Strategic Brands”), which is primarily comprised of the various energy drink brands acquired from The Coca-Cola Company (“TCCC”) in 2015 as well as the Company’s affordable energy brands, (iii) Alcohol Brands segment (“Alcohol Brands”), which is primarily comprised of the various craft beers and hard seltzers purchased as part of the CANarchy Transaction on February 17, 2022 and (iv) Other segment (“Other”), which is comprised of the AFF Third-Party Products.

During the three-months ended September 30, 2022, 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, 2022, we sold the following new product to our customers:

●Monster® (stylized) Reserve Orange Dreamsicle

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, 2022, either individually or in aggregate, did not have a material adverse impact on our financial position, results of operations or liquidity.

Our net sales of $1.62 billion for the three-months ended September 30, 2022 represented record sales for our third fiscal quarter. Net changes in foreign currency exchange rates had an unfavorable impact on net sales of approximately $71.3 million for the three-months ended September 30, 2022.

The vast majority of our net sales are derived from our Monster Energy® Drinks segment. Net sales of our Monster Energy® Drinks segment were $1.50 billi

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risks during the three-months ended September 30, 2022 compared with the disclosures in Part II, Item 7A of our Form 10-K.

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Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures – Under the supervision and with the participation of the Company’s management, including our Co-Chief Executive Officers and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon this evaluation, the Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures are adequate and effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC and (2) accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting – There were no changes in the Company’s internal controls over financial reporting during the quarter ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

**ITEM 1.**LEGAL PROCEEDINGS

The information required by this Item is incorporated herein by reference to the Notes to Condensed Consolidated Financial Statements - Note 12. Commitments and Contingencies: Litigation in Part I, Item 1, of this Quarterly Report on Form 10-Q.

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Item 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and the condensed consolidated financial statements and related notes, you should carefully consider the risks discussed in “Part I, Item 1A – Risk Factors” in our Form 10-K, as updated and supplemented in “Part II, Item 1A – Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. If any of these risks occur or continue to occur, our business, reputation, financial condition and/or operating results could be materially adversely affected. We also note that the risk factors described in our Form 10-K and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 are not the only risks facing our Company, and such additional risks or uncertainties that we currently deem to be immaterial or are unknown to us could negatively impact our business, operations, or financial results.

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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 13, 2020, 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 “March 2020 Repurchase Plan”). During the three-months ended September 30, 2022, the Company purchased approximately 1.8 million shares of common stock at an average purchase price of $87.55 per share, for a total amount of approximately $157.4 million (excluding broker commissions), which exhausted the availability under the March 2020 Repurchase Plan. Such shares are included in the common stock in treasury in the accompanying condensed consolidated balance sheet at September 30, 2022.

On June 14, 2022, the Company’s Board of Directors authorized a share repurchase program for the purchase of up to an additional $500.0 million of the Company’s outstanding common stock (the “June 2022 Repurchase Plan”). During the three-months ended September 30, 2022, the Company purchased approximately 1.3 million shares of common stock at an average purchase price of $88.11 per share, for a total amount of approximately $115.5 million (excluding broker commissions), under the June 2022 Repurchase Plan. As of November 4, 2022, $182.8 million remained available for repurchase under the June 2022 Repurchase Plan.

On November 2, 2022, the Company’s Board of Directors authorized a new share repurchase program for the purchase of up to an additional $500.0 million of the Company’s outstanding common stock. As a result, the aggregate amount available to repurchase the Company’s common stock as of November 4, 2022 is $682.8 million.

The following tabular summary reflects the Company’s repurchase activity during the quarter ended September 30, 2022:

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​​​​​​Maximum Number (or
​​​​​​​Total Number of​Approximate Dollar
​​​​​​​Shares Purchased​Value) of Shares that
​​Total Number​​​​as Part of Publicly​May Yet Be Purchased
​​of Shares​Average Price​Announced Plans​Under the Plans or Programs (In
PeriodPurchasedper Share¹or Programsthousands)²
Jul 1 – Jul 31, 2022​—​$—​—​$657,426
Aug 1 – Aug 31, 2022—​$——​$657,426
Sept 1 – Sept 30, 20223,108,500​$87.783,108,500​$384,500

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¹Excluding broker commissions paid.

²Net of broker commissions paid.

During the three-months ended September 30, 2022, no shares of common stock were purchased from employees in lieu of cash payments for options exercised or withholding taxes due.

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**ITEM 3.**DEFAULTS UPON SENIOR SECURITIES

None.

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**ITEM 4.**MINE SAFETY DISCLOSURES

Not applicable.

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Item 5. OTHER INFORMATION

None.

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Item 6. EXHIBITS

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31.1*Certification of Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2*​Certification of Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.3*​Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*​Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2*​Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.3*​Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
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101*​The following financial information from Monster Beverage Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021, (ii) Condensed Consolidated Statements of Income for the three-and nine-months ended September 30, 2022 and 2021, (iii) Condensed Consolidated Statements of Comprehensive Income for the three- and nine-months ended September 30, 2022 and 2021, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three- and nine-months ended September 30, 2022 and 2021, (v) Condensed Consolidated Statements of Cash Flows for the nine-months ended September 30, 2022 and 2021, and (vi) the Notes to Condensed Consolidated Financial Statements.
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104*​The cover page from Monster Beverage Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.

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  • Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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​MONSTER BEVERAGE CORPORATION
​Registrant
​​
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Date: November 4, 2022/s/ RODNEY C. SACKS
​Rodney C. Sacks
​Chairman of the Board of Directors
​and Co-Chief Executive Officer
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Date: November 4, 2022/s/ HILTON H. SCHLOSBERG
​Hilton H. Schlosberg
​Vice Chairman of the Board of Directors
​and Co-Chief Executive Officer

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