Vita Coco (COCO) risk factors, 2025 10-K

Risks Related to Our Business and Industry

1. 01Sales of our coconut water products constitute a significant portion of our revenue, and a reduction in demand for our coconut water products or a decrease in consumer demand for coconut water generally would have an adverse effect on our financial condition
2. 02If we encounter problems or interruptions with our supply chain, our costs may increase and our or our customers’ ability to deliver our products to market could be adversely affected, impacting our business and profitability
3. 03Our cash flows and results of operations may be negatively affected if we are not successful in predicting demand and managing our inventory at appropriate levels for the demand that we experience
4. 04Our future business, financial condition, results of operations and cash flows may be adversely affected by reduced or limited availability of coconuts and other raw materials for our products
5. 05The success of our financial performance is closely tied to our Americas operating segment
6. 06We are dependent on our existing suppliers for materials used to package our products, the costs of which may be volatile and may rise significantly
7. 07We are dependent on distributor and retail customers for most of our sales, and our failure to maintain these relationships or further develop our sales channels could harm our business, financial condition, results of operations and cash flows
8. 08that disputes will not arise as to the sharing of the costs of such activity, which could impact our relationship with the distributors or impose additional costs on us
9. 09Competition in the food and beverage retail industry is strong and presents an ongoing threat to the success of our business
10. 10If we fail to develop and maintain our brands and Company image, our business could suffer
11. 11Failure to introduce new products or successfully improve existing products or adopt new technology or marketing practices effectively, may adversely affect our ability to continue to grow and may cause us to lose market share and sales
12. 12Consumer preferences for our products are difficult to predict and may change, and, if we are unable to respond quickly to new trends, our business may be adversely affected
13. 13Pandemics, epidemics, disease outbreaks or global trade disruption may disrupt our business, including, among other things, consumption and trade patterns, and our supply chain and production processes, each of which could materially affect our operations, liquidity, financial condition and results of operations
14. 14Furthermore, given our supply chain is dependent on ocean freight for shipping coconut water from the source countries to the end use markets, we are particularly exposed to ocean freight cost changes, availability of containers and to changes or disruptions in global trade
15. 15We rely on independent certification for a number of our products
16. 16We may not be successful in our efforts to make acquisitions and successfully integrate newly acquired products or businesses
17. 17Further, the future acquisition of a product or business may cause us to deviate from our historically fixed-asset lite business model if we were to acquire production capabilities and facilities in connection therewith, and as a result could increase our costs of operation
18. 18Climate change, or legal or market measures to address climate change, may negatively affect our business and operations
19. 19Failure to retain our senior management and key personnel, or to maintain and evolve our culture may adversely affect our operations or our ability to grow successfully
20. 20If our independent suppliers and manufacturing partners, or the local farmers or other suppliers from which our manufacturing partners source the raw materials, do not comply with ethical business practices or with applicable laws and regulations, our reputation, business, and results of operations may be harmed
21. 21The international nature of our business subjects us to additional risks
22. 22We are subject to risks related to sustainability and corporate social responsibility

Risks Related to Our Legal and Regulatory Environment

1. 23Food safety and food-borne illness incidents or other safety concerns may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings
2. 24and retailer communication in a way that mitigates concerns, might create adverse effects on our business and reputation, including large recall and disposal costs and significant loss of revenue
3. 25Advertising inaccuracies and product mislabeling may have an adverse effect on our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings
4. 26Federal, state and foreign anti-corruption, sanctions and trade laws create the potential for significant liabilities and penalties and reputational harm
5. 27Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business

Risks Related to Our Information Technology and Intellectual Property

1. 28We may not be able to protect our intellectual property adequately, which may harm the value of our brands
2. 29Our confidentiality agreements with our employees and certain of our consultants, contract employees, suppliers and independent contractors, including some of our manufacturers who use our formulations to manufacture our products, generally require that all information made known to them be kept strictly confidential

Risks Related to the Ability to Finance our Business and Our Indebtedness

1. 30We may require additional financing to achieve our goals, which may not be available when needed or may be costly and dilutive
2. 31We may be unable to generate sufficient cash flow to satisfy our future debt service obligations, which would adversely affect our financial condition and results of operations
3. 32The agreements governing our current and future indebtedness may contain restrictive covenants and our failure to comply with any of these covenants could put us in default, which would have an adverse effect on our business and prospects
4. 33Any changes to interest rates could affect the value of any investments and interest income thereof, or could significantly change the cost of any borrowing

Risks Related to the Ownership of Our Common Stock

1. 34Concentration of ownership of our shares among our existing executive officers, directors and principal shareholders may prevent new investors from influencing significant corporate decisions
2. 35In addition, certain of our shareholders have entered into a shareholders’ agreement to support each other’s director nominees. For so long as such agreement remains, the remaining shareholders may be prevented from having an influence on the Board
3. 36Furthermore, sales of a substantial number of shares of our common stock into the public market, particularly sales by our directors, executive officers and principal stockholders, or the perception that these sales might occur, could cause the market price of our common stock to decline
4. 37We do not intend to pay dividends for the foreseeable future. Consequently, any gains from an investment in our common stock will likely depend on whether the price of our common stock increases
5. 38Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest more difficult, limit attempts by our stockholders to replace or remove our current management and depress the market price of our common stock
6. 39We may issue additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise, which will dilute other stockholders
7. 40Changes in tax laws or in their implementation may adversely affect our business and financial condition
8. 41If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below the expectations of our investors and securities analysts, resulting in a decline in the trading price of our common stock

Risks Related to Our Existence as a Public Benefit Corporation

1. 42We operate as a Delaware public benefit corporation, and we cannot provide any assurance that we will achieve our public benefit purpose
2. 43As a Delaware public benefit corporation, our focus on a specific public benefit purpose and producing a positive effect for society may negatively impact our financial performance or increase legal risk