filings.toolsMonster Beverage 10-Q 2024-09-30
Filed 2024-11-08. 8 sections, 218K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
| For the quarterly period ended September 30, 2024 | Commission File Number 001-18761 | |
|---|
MONSTER BEVERAGE CORPORATION
(Exact name of registrant as specified in its charter)
| | ||
|---|---|---|
| Delaware | 47-1809393 | |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
1 Monster Way
Corona, California 92879
(Address of principal executive offices) (Zip code)
(951) 739 - 6200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | MNST | Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No __
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes X No __
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | |
|---|---|---|---|
| Large accelerated filer ☒ | Accelerated filer ☐ | ||
| Non-accelerated filer ☐ | Smaller reporting company ☐ | ||
| | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes __ No X
The registrant had 972,519,659 shares of common stock, par value $0.005 per share, outstanding as of October 31, 2024.
MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES
SEPTEMBER 30, 2024
INDEX
PART I – FINANCIAL INFORMATION
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023
(In Thousands, Except Par Value) (Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | September 30, | | December 31, | ||
| | 2024 | 2023 | ||||
| ASSETS | | | | | | |
| CURRENT ASSETS: | | | | | | |
| Cash and cash equivalents | | $ | 1,625,339 | | $ | 2,297,675 |
| Short-term investments | | — | 955,605 | |||
| Accounts receivable, net | | 1,285,397 | 1,193,964 | |||
| Inventories | | 770,338 | 971,406 | |||
| Prepaid expenses and other current assets | | 124,656 | 116,195 | |||
| Prepaid income taxes | | 92,028 | 54,151 | |||
| Total current assets | | 3,897,758 | 5,588,996 | |||
| | | | | | | |
| INVESTMENTS | | — | 76,431 | |||
| PROPERTY AND EQUIPMENT, net | | 1,006,788 | 890,796 | |||
| DEFERRED INCOME TAXES, net | | 183,430 | 175,003 | |||
| GOODWILL | | 1,417,941 | 1,417,941 | |||
| OTHER INTANGIBLE ASSETS, net | | 1,442,426 | 1,427,139 | |||
| OTHER ASSETS | | 104,958 | 110,216 | |||
| Total Assets | | $ | 8,053,301 | $ | 9,686,522 | |
| | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
| CURRENT LIABILITIES: | | | | | | |
| Accounts payable | | $ | 549,028 | $ | 564,379 | |
| Accrued liabilities | | 259,088 | 183,988 | |||
| Accrued promotional allowances | | 301,973 | 269,061 | |||
| Deferred revenue | | 45,627 | 41,914 | |||
| Accrued compensation | | 81,787 | 87,392 | |||
| Income taxes payable | | 7,641 | 14,955 | |||
| Total current liabilities | | 1,245,144 | 1,161,689 | |||
| | | | | | | |
| DEFERRED REVENUE | | 186,135 | 204,251 | |||
| DEFERRED INCOME TAXES | | | 28,896 | | | — |
| OTHER LIABILITIES | | | 64,884 | | | 91,838 |
| LONG-TERM DEBT | | | 748,842 | | | — |
| COMMITMENTS AND CONTINGENCIES (Note 12) | | | | | | |
| | | | | | | |
| STOCKHOLDERS’ EQUITY: | | | | | | |
| | | | | | | |
| Common stock - $0.005 par value; 5,000,000 shares authorized; 1,125,699 shares issued and 972,450 shares outstanding as of September 30, 2024; 1,122,592 shares issued and 1,041,571 shares outstanding as of December 31, 2023 | | | 5,628 | | | 5,613 |
| Additional paid-in capital | | 5,105,957 | 4,975,115 | |||
| Retained earnings | | 7,178,073 | 5,939,736 | |||
| Accumulated other comprehensive loss | | (137,842) | (125,337) | |||
| Common stock in treasury, at cost; 153,249 shares and 81,021 shares as of September 30, 2024 and December 31, 2023, respectively | | (6,372,416) | (2,566,383) | |||
| Total stockholders’ equity | | 5,779,400 | 8,228,744 | |||
| Total Liabilities and Stockholders’ Equity | | $ | 8,053,301 | $ | 9,686,522 |
See accompanying notes to condensed consolidated financial statements.
MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE- AND NINE-MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(In Thousands, Except Per Share Amounts) (Unaudited)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three-Months Ended | | Nine-Months Ended | ||||||||
| | | September 30, | | September 30, | ||||||||
| | 2024 | 2023 | 2024 | 2023 | ||||||||
| | | | | | | | | | | | | |
| NET SALES | | $ | 1,880,973 | | $ | 1,856,028 | | $ | 5,680,668 | | $ | 5,409,919 |
| | | | | | | | | | | | | |
| COST OF SALES | | 881,174 | | 872,265 | | 2,634,235 | | 2,554,086 | ||||
| | | | | | | | | | | | | |
| GROSS PROFIT | | 999,799 | | 983,763 | | 3,046,433 | | 2,855,833 | ||||
| | | | | | | | | | | | | |
| OPERATING EXPENSES | | 519,883 | | 473,236 | | 1,497,363 | | 1,336,437 | ||||
| | | | | | | | | | | | | |
| OPERATING INCOME | | 479,916 | | 510,527 | | | 1,549,070 | | 1,519,396 | |||
| | | | | | | | | | | | | |
| INTEREST and OTHER INCOME (EXPENSE), net | | (5,820) | | 71,357 | | 54,311 | | 99,010 | ||||
| | | | | | | | | | | | | |
| INCOME BEFORE PROVISION FOR INCOME TAXES | | 474,096 | | 581,884 | | | 1,603,381 | | 1,618,406 | |||
| | | | | | | | | | | | | |
| PROVISION FOR INCOME TAXES | | | 103,177 | | | 129,190 | | | 365,044 | | | 354,397 |
| | | | | | | | | | | | | |
| NET INCOME | | $ | 370,919 | | $ | 452,694 | | $ | 1,238,337 | | $ | 1,264,009 |
| | | | | | | | | | | | | |
| NET INCOME PER COMMON SHARE: | | | | | | | | | | | | |
| Basic | | $ | 0.38 | | $ | 0.43 | | $ | 1.22 | | $ | 1.21 |
| Diluted | | $ | 0.38 | | $ | 0.43 | | $ | 1.21 | | $ | 1.19 |
| | | | | | | | | | | | | |
| WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS: | | | | | | | | | | | | |
| Basic | | 975,841 | | 1,047,015 | | 1,015,252 | | 1,046,337 | ||||
| Diluted | | 983,171 | | 1,059,966 | | | 1,023,912 | | 1,059,809 |
See accompanying notes to condensed consolidated financial statements.
MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE- AND NINE-MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(In Thousands) (Unaudited)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three-Months Ended | Nine-Months Ended | |||||||||
| | | September 30, | | September 30, | ||||||||
| | 2024 | 2023 | 2024 | 2023 | ||||||||
| Net income, as reported | | $ | 370,919 | | $ | 452,694 | | $ | 1,238,337 | | $ | 1,264,009 |
| Other comprehensive income (loss), net of tax: | | | | | | | | | | | | |
| Change in foreign currency translation adjustment | | 47,846 | | (48,280) | | (13,953) | | (46,074) | ||||
| Change in net unrealized gain (loss) on available-for-sale investments | | — | | 1,272 | | 758 | | 3,680 | ||||
| Change in net gain (loss) on commodity derivatives | | (3,384) | | 4,700 | | 690 | | 3,434 | ||||
| Other comprehensive income (loss) | | 44,462 | | (42,308) | | (12,505) | | (38,960) | ||||
| Comprehensive income | | $ | 415,381 | | $ | 410,386 | | $ | 1,225,832 | | $ | 1,225,049 |
See accompanying notes to condensed consolidated financial statements.
MONSTER BEVERAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE- AND NINE-MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(In Thousands) (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | **Accumul |
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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, hard seltzers and flavored malt beverages (“FMBs”).
Pricing Actions
We implemented price increases at various times in certain international markets during the fourth quarter of 2023 as well as the first, second and third quarters of 2024 (collectively, the “Pricing Actions”), all of which positively impacted net sales and gross profit margins in the third quarter of 2024, as compared to the third quarter of 2023.
We implemented a previously announced price increase in the United States of approximately 5% on our core brands and packages, effective November 1, 2024.
Bang Energy®
On July 31, 2023, we completed our acquisition of substantially all of the assets of Vital Pharmaceuticals, Inc. and its debtor affiliates (collectively, “Bang Energy”) (the “Bang Transaction”). The acquired assets primarily included Bang Energy® drinks and a beverage production facility in Phoenix, AZ.
The following items impacted the comparative financial results for the three-months ended September 30, 2023.
Inventory purchased as part of the Bang Transaction was recorded at fair value. Certain of the purchased inventory was subsequently sold in the three-months ended September 30, 2023 and was recognized through cost of sales at fair value (the “Bang Inventory Step-Up”). Gross profit was negatively impacted by approximately $7.8 million during the three-months ended September 30, 2023 as a result.
During the three-months ended September 30, 2023, in connection with the Bang Transaction, we recorded a gain of $45.4 million in interest and other income (expense), net within the condensed consolidated statements of income and reported within the Corporate and Unallocated segment (the “Bang Transaction Gain”).
During the three- and nine-months ended September 30, 2023, we incurred approximately $8.0 million and $15.1 million, respectively, of acquisition costs related to the Bang Transaction (the “Bang Transaction Expenses”).
Overview
We develop, market, sell and distribute energy drink beverages and concentrates for energy drink beverages, primarily under the following brand names:
| ● Monster Energy® | ● Burn® |
|---|---|
| ● Monster Energy Ultra® | ● Mother® |
| ● Monster Rehab® | ● Nalu® |
| ● Monster Energy® Nitro | ● Ultra Energy® |
| ● Java Monster® | ● Play® and Power Play® (stylized) |
| ● Punch Monster® | ● Relentless® |
| ● Juice Monster® | ● BPM® |
| ● Reign Total Body Fuel® | ● BU® |
| ● Reign Inferno® Thermogenic Fuel | ● Gladiator® |
| ● Reign Storm® | ● Samurai® |
| ● Bang Energy® | ● Live+® |
| ● NOS® | ● Predator® |
| ● Full Throttle® | ● Fury® |
We also develop, market, sell and distribute craft beers, FMBs and hard seltzers under a number of brands, including Jai Alai® IPA, Florida ManTM IPA, Dale’s Pale Ale®, Wild Basin® Hard Seltzers, Dallas Blonde®, Deep EllumTM IPA, Perrin Brewing CompanyTM Black Ale, Hop Rising® Double IPA, Wasatch® Apricot Hefeweizen, The BeastTM, Nasty BeastTM Hard Tea and a host of other brands.
We also develop, market, sell and distribute still and sparkling waters under the Monster Tour Water® brand name.
We have four 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, Reign Storm® total wellness energy drinks and Bang Energy® drinks, (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 our affordable energy brands, Predator® and Fury®, (iii) Alcohol Brands segment (“Alcohol Brands”), which is comprised of various craft beers, hard seltzers and FMBs and (iv) Other segment (“Other”), which is comprised of certain products sold by American Fruits and Flavors LLC, a wholly-owned subsidiary of the Company, to independent third-party customers (the “AFF Third-Party Products”).
During the three-months ended September 30, 2024, we continued to expand our existing 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, 2024, we sold the following new products to our customers:
| ● | Monster Energy® Ultra Vice GuavaTM |
|---|
| ● | The BeastTM Gnarly GrapeTM |
|---|
| ● | The Beast TM Killer SunriseTM |
|---|
| ● | The Beast Pink PoisonTM |
|---|
| ● | Ultra Energy® Fruit Punch |
|---|
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, 2024, 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 $1.88 billion for the three-months ended September 30, 2024 represented record sales for our third fiscal quarter. Net changes in foreign currency exchange rates had an unfavorable impact on net sales of approximately $62.8 million ($26.5 million related to Argentina) for the three-months ended September 30, 2024. Net sales on a foreign currency adjusted basis increased 4.7% (3.3% exclusive of Argentina’s impact) for the three-months ended September 30, 2024.
The vast majority of our net sales are derived from our Monster Energy® Drinks segment. Net sales of our Monster Energy® Drinks segment were $1.72 billion for the three-months ended September 30, 2024. Net sales of our Strategic Brands segment were $112.6 million for the three-months ended September 30, 2024. Net sales of our Alcohol Brands segment were $39.8 million for the three-months ended September 30, 2024. Net sales of our Other segment were $5.9 million for the three-months ended September 30, 2024.
Our Monster Energy® Drinks segment represented 91.6% and 92.0% of our net sales for the three-months ended September 30, 2024 and 2023, respectively. Our Strategic Brands segment represented 6.0% and 5.3% of our net sales for the three-months ended September 30, 2024 and 2023, respectively. Our Alcohol Brands segment represented 2.1% and 2.3% of our net sales for the three-months ended September 30, 2024 and 2023, respectively. Our Other segment represented 0.3% and 0.4% of our net sales for the three-months ended September 30, 2024 and 2023, respectively.
Our growth strategy includes further developing our domestic markets, expanding our international business and growing our business into new sectors, such as the alcohol beverage sector. Net sales to customers outside the United States were $760.1 million for the three-months ended September 30, 2024, an increase of approximately $26.4 million, or 3.6% higher than net sales to customers outside of the United States of $733.7 million for the three-months ended September 30, 2023. Such sales were approximately 40% of net sales for both the three-months ended September 30, 2024 and 2023. Net changes in foreign currency exchange rates had an unfavorable impact on net sales to customers outside of the United States of approximately $62.8 million ($26.5 million related to Argentina) for the three-months ended September 30, 2024. Net sales to customers outside the United States, on a foreign currency adjusted basis, increased 12.1% (8.5% exclusive of Argentina’s impact) for the three-months ended September 30, 2024.
Our non-a
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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, 2024 compared with the disclosures in Part II, Item 7A of our Form 10-K.
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, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
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. 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 this report and our Form 10-K 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.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
|---|
Share Repurchase Programs
On November 2, 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 “November 2022 Repurchase Plan”). During the three-months ended September 30, 2024, the Company repurchased approximately 0.7 million shares of its common stock at an average purchase price of $49.83 per share, for a total amount of approximately $34.7 million, which exhausted the availability under the November 2022 Repurchase Plan.
On November 7, 2023, 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 “November 2023 Repurchase Plan”). During the three-months ended September 30, 2024, the Company repurchased approximately 10.6 million shares of its common stock at an average purchase price of $47.16 per share, for a total amount of approximately $500.0 million, which exhausted the availability under the November 2023 Repurchase Plan.
On August 19, 2024, 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 “August 2024 Repurchase Plan”). During the three-months ended September 30, 2024, no shares were repurchased under the August 2024 Repurchase Plan. As of November 6, 2024, $500.0 million remained available for repurchase under the August 2024 Repurchase Plan.
The aggregate amount of the Company’s outstanding common stock that remains available for repurchase under all previously authorized repurchase plans is $500.0 million as of November 6, 2024.
The following tabular summary reflects the Company’s repurchase activity during the quarter ended September 30, 2024.
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Maximum Number (or | ||||
| | | | | | | | | | Approximate Dollar | |
| | | | | | | | Total Number of | | Value) of Shares that | |
| | | | | | | | Shares Purchased | | May Yet Be Purchased | |
| | | Total Number | | | | | as Part of Publicly | | Under the Plans or | |
| | | of Shares | | Average Price | | Announced Plans | | Programs | ||
| Period | Purchased | per Share1 | or Programs1 | (In thousands) | ||||||
| Jul 1 – Jul 31, 2024 | | 3,876,692 | | $ | 49.60 | | 3,876,692 | | $ | 342,400 |
| Aug 19, 2024 Authorization | | | | | | | $ | 500,000 | ||
| Aug 1 – Aug 31, 2024 | 7,422,440 | | $ | 46.13 | 7,422,440 | | $ | 500,000 | ||
| Sep 1 – Sep 30, 2024 | — | | $ | — | — | | $ | 500,000 |
1 On November 3, 2022, November 8, 2023, and August 19, 2024, the Company publicly announced that its Board of Directors authorized the November 2022 Repurchase Plan, the November 2023 Repurchase Plan, and the August 2024 Repurchase Plan, respectively. Board authorizations of the repurchase plans remain in effect until shares in the amount authorized thereunder have been repurchased. During the three-months ended September 30, 2024, both the November 2022 Repurchase Plan and the November 2023 Repurchase Plan were exhausted. See Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” above for more information.
Tender Offer
On May 1, 2024, the Board of Directors authorized the Company to execute a modified “Dutch auction” tender offer to repurchase up to $3.0 billion of its outstanding shares of common stock. On May 8, 2024, the Company commenced the tender offer, with such offer expiring on June 5, 2024. On June 10, 2024, the Company accepted for purchase a total of approximately 56.6 million shares of common stock at a purchase price of $53.00 per share, for an aggregate purchase price of approximately $3.0 billion. The repurchase was funded with approximately $2.25 billion of cash on hand and approximately $750 million in borrowings. The cost of these shares and the fees relating to the tender offer are included in common stock in treasury in the accompanying condensed consolidated balance sheet at September 30, 2024.
**ITEM 3.**DEFAULTS UPON SENIOR SECURITIES
None.
**ITEM 4.**MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
During the three-months ended September 30, 2024, none of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).
Item 6. EXHIBITS
| | | |
|---|---|---|
| 3.1 | | Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to our Form 8-K dated June 27, 2023). |
| | | |
| 3.2 | | Fourth Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to our Form 8-K dated November 7, 2024). |
| | | |
| 31.1* | Certification of Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| | | |
| 31.2* | | Certification of Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | |
| 31.3* | | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | |
| 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 |
| | | |
| 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 |
| | | |
| 32.3* | | Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | | |
| 101* | | The following financial information from Monster Beverage Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, (ii) Condensed Consolidated Statements of Income for the three- and nine-months ended September 30, 2024 and 2023, (iii) Condensed Consolidated Statements of Comprehensive Income for the three- and nine-months ended September 30, 2024 and 2023, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three- and nine-months ended September 30, 2024 and 2023, (v) Condensed Consolidated Statements of Cash Flows for the nine-months ended September 30, 2024 and 2023, and (vi) the Notes to Condensed Consolidated Financial Statements. |
| | | |
| 104* | | The cover page from Monster Beverage Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101. |
- Filed herewith
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.
| | MONSTER BEVERAGE CORPORATION | |
|---|---|---|
| | Registrant | |
| | | |
| Date: November 7, 2024 | /s/ RODNEY C. SACKS | |
| | Rodney C. Sacks | |
| | Chairman of the Board of Directors | |
| | and Co-Chief Executive Officer | |
| | | |
| Date: November 7, 2024 | /s/ HILTON H. SCHLOSBERG | |
| | Hilton H. Schlosberg | |
| | Vice Chairman of the Board of Directors | |
| | and Co-Chief Executive Officer |