Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 29, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Monster Beverage Corp | |
Entity Central Index Key | 865,752 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 205,498,468 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,696,295 | $ 370,323 |
Short-term investments | 1,234,858 | 781,134 |
Accounts receivable, net | 372,669 | 280,203 |
TCCC Transaction receivable | 125,000 | |
Distributor receivables | 666 | 552 |
Inventories | 180,892 | 174,573 |
Prepaid expenses and other current assets | 22,628 | 19,673 |
Intangibles held-for-sale, net | 18,079 | |
Prepaid income taxes | 92,386 | 8,617 |
Deferred income taxes | 196,985 | 40,275 |
Total current assets | 3,922,379 | 1,693,429 |
INVESTMENTS | 52,364 | 42,940 |
PROPERTY AND EQUIPMENT, net | 92,538 | 90,156 |
DEFERRED INCOME TAXES | 54,106 | |
GOODWILL | 1,287,777 | |
OTHER INTANGIBLE ASSETS, net | 428,166 | 50,748 |
OTHER ASSETS | 8,357 | 7,496 |
Total Assets | 5,791,581 | 1,938,875 |
CURRENT LIABILITIES: | ||
Accounts payable | 194,731 | 127,641 |
Accrued liabilities | 52,242 | 40,271 |
Accrued promotional allowances | 128,059 | 114,047 |
Accrued distributor terminations | 64,621 | |
Deferred revenue | 26,417 | 49,926 |
Accrued compensation | 14,404 | 17,983 |
Income taxes payable | 11,453 | 5,848 |
Total current liabilities | 491,927 | 355,716 |
DEFERRED REVENUE | 355,379 | $ 68,009 |
DEFERRED INCOME TAXES | $ 89,455 | |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock - $0.005 par value; 240,000 shares authorized; 206,666 shares issued and 205,491 outstanding as of June 30, 2015; 207,004 shares issued and 167,722 outstanding as of December 31, 2014 | $ 1,033 | $ 1,035 |
Additional paid-in capital | 3,952,030 | 426,145 |
Retained earnings | 1,081,547 | 2,330,510 |
Accumulated other comprehensive loss | (19,073) | (11,453) |
Common stock in treasury, at cost; 1,175 and 39,282 shares as of June 30, 2015 and December 31, 2014 respectively | (160,717) | (1,231,087) |
Total stockholders' equity | 4,854,820 | 1,515,150 |
Total Liabilities and Stockholders' Equity | $ 5,791,581 | $ 1,938,875 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, shares authorized | 240,000 | 240,000 |
Common stock, shares issued | 206,666 | 207,004 |
Common stock, shares outstanding | 205,491 | 167,722 |
Common stock in treasury, shares | 1,175 | 39,282 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||
NET SALES | $ 693,722 | $ 687,199 | $ 1,320,512 | $ 1,223,329 |
COST OF SALES | 299,214 | 307,911 | 557,048 | 557,222 |
GROSS PROFIT | 394,508 | 379,288 | 763,464 | 666,107 |
GAIN ON SALE OF MONSTER NON-ENERGY (NOTE 3) | 161,470 | 161,470 | ||
OPERATING EXPENSES | 189,839 | 163,475 | 551,167 | 301,430 |
OPERATING INCOME | 366,139 | 215,813 | 373,767 | 364,677 |
INTEREST AND OTHER INCOME, net | (1,015) | 178 | 218 | 332 |
INCOME BEFORE PROVISION FOR INCOME TAXES | 365,124 | 215,991 | 373,985 | 365,009 |
PROVISION FOR INCOME TAXES | 136,120 | 74,988 | 140,568 | 128,755 |
NET INCOME | $ 229,004 | $ 141,003 | $ 233,417 | $ 236,254 |
NET INCOME PER COMMON SHARE: | ||||
Basic (in dollars per share) | $ 1.29 | $ 0.84 | $ 1.35 | $ 1.41 |
Diluted (in dollars per share) | $ 1.26 | $ 0.81 | $ 1.31 | $ 1.36 |
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS: | ||||
Basic (in shares) | 176,985 | 167,098 | 173,447 | 167,006 |
Diluted (in shares) | 181,417 | 173,964 | 177,998 | 173,869 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income, as reported | $ 229,004 | $ 141,003 | $ 233,417 | $ 236,254 |
Other comprehensive (loss) income: | ||||
Change in foreign currency translation adjustment | 2,360 | 510 | (7,620) | 612 |
Available-for-sale investments: | ||||
Other comprehensive (loss) income | 2,360 | 510 | (7,620) | 612 |
Comprehensive (loss) income | $ 231,364 | $ 141,513 | $ 225,797 | $ 236,866 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 233,417 | $ 236,254 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 13,249 | 12,995 |
Gain on disposal of property and equipment | (108) | (185) |
Gain on sale of Monster Non-Energy | (161,470) | |
Stock-based compensation | 14,837 | 15,089 |
Loss on put option | 97 | |
Gain on investments, net | (84) | |
Deferred income taxes | 156,710 | 168 |
Excess tax benefit from stock-based compensation | (300,331) | (3,303) |
Effect on cash of changes in operating assets and liabilities: | ||
Accounts receivable | (95,235) | (99,711) |
Distributor receivables | 191 | 1,242 |
Inventories | (28,919) | 13,536 |
Prepaid expenses and other current assets | (3,322) | (4,189) |
Prepaid income taxes | (84,147) | 2,503 |
Accounts payable | 72,124 | 36,113 |
Accrued liabilities | 12,482 | 17,529 |
Accrued promotional allowances | 18,038 | 31,776 |
Accrued distributor terminations | 64,767 | 165 |
Accrued compensation | (3,493) | (4,618) |
Income taxes payable | (7,533) | 6,780 |
Deferred revenue | (40,792) | (3,180) |
Net cash (used in) provided by operating activities | (139,535) | 258,977 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Maturities of held-to-maturity investments | 480,281 | 324,819 |
Sales of available-for-sale investments | 100 | |
Sales of trading investments | 725 | 3,450 |
Proceeds from transfer of distribution right to TCCC | 179,658 | |
Purchases of held-to-maturity investments | (944,193) | (421,797) |
Purchases of property and equipment | (15,827) | (15,074) |
Proceeds from the sale of Monster Non-Energy | 198,008 | |
Proceeds from sale of property and equipment | 161 | 310 |
(Increase) decrease to intangibles | (3,566) | (828) |
Decrease in other assets | (1,214) | 1,102 |
Net cash provided by (used in) investing activities | (105,867) | (108,018) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on debt | (530) | (973) |
Excess tax benefit from stock based compensation | 300,331 | 3,303 |
Issuance of common stock | 1,689,120 | 7,716 |
Purchases of common stock held in treasury | (412,217) | (59) |
Net cash (Used in) provided by financing activities | 1,576,704 | 9,987 |
Effect of exchange rate changes on cash and cash equivalents | (5,330) | 756 |
Cash and Cash Equivalents, Period Increase (Decrease), Total | 1,325,972 | 161,702 |
CASH AND CASH EQUIVALENTS, beginning of year | 370,323 | 211,349 |
CASH AND CASH EQUIVALENTS, end of year | 1,696,295 | 373,051 |
Cash paid during the period for: | ||
Interest | 12 | 18 |
Income taxes | $ 76,285 | $ 119,654 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS NON-CASH SUPPLEMENTAL DATA - USD ($) shares in Millions, $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Capital leases for the acquisition of promotional vehicles | $ 0.9 | $ 0.5 |
Treasury stock shares cancelled | 41.5 | |
Coca-Cola Transaction Asset Transfer Agreement | TCCC | ||
Amount held in escrow | $ 125 | |
KO Energy | TCCC | ||
Number of shares issued for acquisition | 11.8 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2015 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION Reference is made to the Notes to Consolidated Financial Statements, in Monster Beverage Corporation and Subsidiaries (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2014 (“Form 10-K”) for a summary of significant accounting policies utilized by the Company and its consolidated subsidiaries and other disclosures, which should be read in conjunction with this Quarterly Report on Form 10-Q (“Form 10-Q”). The Company’s condensed consolidated financial statements included in this Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and Securities and Exchange Commission (“SEC”) rules and regulations applicable to interim financial reporting. They do not include all the information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP. The information set forth in these interim condensed consolidated financial statements for the three- and six-months ended June 30, 2015 and 2014 is unaudited and reflects all adjustments, which include only normal recurring adjustments and which in the opinion of management are necessary to make the interim condensed consolidated financial statements not misleading. Results of operations for periods covered by this report may not necessarily be indicative of results of operations for the full year. The preparation of financial statements in conformity with GAAP necessarily requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. In the second quarter of 2015, as a result of the acquisitions and divestitures described in Note 3, the Company revised its reportable segments to reflect management’s new view of the business and to align its external financial reporting with its new operating and internal financial reporting model. Historical segment information has been revised to reflect the effect of this change. See Note 18 for additional information about the Company’s new reporting segments. |
ADDITIONS TO SIGNIFICANT ACCOUN
ADDITIONS TO SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
ADDITIONS TO SIGNIFICANT ACCOUNTING POLICIES | |
ADDITIONS TO SIGNIFICANT ACCOUNTING POLICIES | 2. ADDITIONS TO SIGNIFICANT ACCOUNTING POLICIES Business Combinations – Business acquisitions are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 “Business Combinations”. ASC 805 requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquired entity, and recognize and measure goodwill or a gain from the purchase. The acquiree’s results are included in the Company’s consolidated financial statements from the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill , or if the fair value of the assets acquired exceeds the purchase price consideration, a bargain purchase gain is recorded. Adjustments to fair value assessments are recorded to goodwill over the measurement period (not longer than twelve months). The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense and requires the Company to recognize and measure certain assets and liabilities including those arising from contingencies and contingent consideration in a business combination. Goodwill – The Company records goodwill when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired, including related tax effects. Goodwill is not amortized; instead goodwill is tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If the Company determines that the fair value is less than the carrying value, the Company will use a two-step process to determine the amount of goodwill impairment. The first step requires comparing the fair value of the reporting unit to its net book value, including goodwill . A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process, performed only if a potential impairment exists, involves determining the difference between the fair value of the reporting unit’s net assets, other than goodwill, and the fair value of the reporting unit. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 6 Months Ended |
Jun. 30, 2015 | |
ACQUISITIONS AND DIVESTITURES | |
ACQUISITIONS AND DIVESTITURES | 3. ACQUISITIONS AND DIVESTITURES On June 12, 2015, Monster Beverage 1990 Corporation (formerly Monster Beverage Corporation) (“Old Monster”), now a wholly owned subsidiary of the Company, completed the transactions contemplated by the definitive agreements entered into with The Coca-Cola Company (“TCCC”) on August 14, 2014, which provided for a long-term strategic relationship in the global energy drink category (the “TCCC Transaction”). Also, on June 12, 2015, Old Monster effected a holding company reorganization in connection with the TCCC Transaction by merging New Laser Merger Corp., a wholly owned subsidiary of the Company into Old Monster, with Old Monster surviving as a wholly owned subsidiary of the Company (the “Holding Company Reorganization”), and the Company changed its name from New Laser Corporation to “Monster Beverage Corporation.” In the Holding Company Reorganization, each Old Monster common share, par value $0.005 per share, outstanding immediately prior to the consummation of the Holding Company Reorganization (other than any Old Monster common shares that were owned by Old Monster immediately prior to the closing of the TCCC Transaction, which were cancelled, (see Note 14)) was converted automatically into the right to receive one Company common share, par value $0.005 per share. In addition, upon consummation of the Holding Company Reorganization: · each unexercised and unexpired stock option then outstanding under any equity compensation plan of Old Monster, whether or not then exercisable, ceased to represent a right to acquire Old Monster common shares and was converted automatically into a right to acquire the same number of Company common shares, on the same terms and conditions as were applicable under such Old Monster stock option; and · each share of restricted stock and each restricted stock unit of Old Monster granted under all outstanding equity compensation plans ceased to represent or relate to Old Monster common shares and was converted automatically to represent or relate to Company common shares, on the same terms and conditions as were applicable to such Old Monster restricted stock and restricted stock units (including the vesting or other lapse restrictions (without acceleration thereof by virtue of the Holding Company Reorganization and the TCCC Transaction)). Promptly following the effective time of the Holding Company Reorganization, Old Monster assigned to the Company all obligations of Old Monster under Old Monster’s equity compensation plans and each stock option agreement, restricted stock award agreement, restricted stock unit award agreement and any similar agreement entered into pursuant to such equity compensation plans. In addition, all obligations of Old Monster under any employment agreements and indemnification agreements were assigned to the Company. Immediately after the effective time of the Holding Company Reorganization, (1) the Company issued to TCCC 34,040,534 newly issued Company common shares representing approximately 16.7% of the total number of outstanding Company common shares (after giving effect to such issuance) (the “New Issuance”) and TCCC appointed two individuals to the Company’s Board of Directors, (2) TCCC transferred all of its rights in and to TCCC’s worldwide energy drink business (“KO Energy”) to the Company, (3) Old Monster transferred all of its rights in and to its non-energy drink business (“Monster Non-Energy”) to TCCC (such transfer, together with the transfer of KO Energy, the “Asset Transfers”), (4) the Company and TCCC amended the distribution coordination agreements previously existing between them to govern the transition of third parties’ rights to distribute the Company’s energy products in most territories in the U.S. to members of TCCC’s distribution network, which consists of owned or controlled bottlers/distributors and independent bottling/distribution partners, and (5) TCCC and one of its subsidiaries made an aggregate net cash payment to the Company of $2.15 billion, $125.0 million of which is currently held in escrow as described below (the “Escrow Agreement”), subject to release upon the achievement of milestones relating to the transition of distribution rights to TCCC’s distribution network. Under the terms of the Escrow Agreement and the transition payment agreement entered into in connection therewith, if the distribution rights in the U.S. that are transitioned to TCCC’s distribution network represent case sales in excess of the following percentages of a target case sale amount agreed to by the parties, amounts in the escrow fund in excess of the applicable amounts below will be released to the Company: Percentage Transitioned Escrow Release 40% Amounts in excess of $375 million 50% Amounts in excess of $312.5 million 60% Amounts in excess of $250 million 70% Amounts in excess of $187.5 million 80% Amounts in excess of $125 million 90% Amounts in excess of $62.5 million 95% All remaining amounts On the one-year anniversary of the closing of the TCCC Transaction, the then-remaining escrow amount, less an amount sufficient to cover any unresolved claims, will be released to TCCC. Any severance or other release amount described above that becomes payable following the one-year anniversary will be paid directly from TCCC to the Company. TCCC is contractually obligated to authorize payment to the Company of the funds in escrow upon achievement of the milestones referred to above. As of August 10, 2015, distribution rights in the U.S. representing approximately 89% of the target case sales have been transitioned to TCCC’s distribution network. As a result, $125 million is currently held in escrow. The Company expects to commence steps to transition sufficient additional distribution rights, which will, in due course, result in the release of all remaining amounts held in escrow. Therefore, the Company believes that achievement of the milestones is probable. The following table summarizes the TCCC Transaction consideration allocation: Identifiable Assets Acquired and Liabilities Assumed Consideration Transferred Equity issued to TCCC for cash (22.2 million shares issued) $ - $ Equity issued to TCCC for KO Energy (11.8 million shares issued) - KO Energy intangibles - trademarks (non-amortizing) - KO Energy intangibles - customer relationships (amortizing) - KO Energy intangibles - other (non-amortizing) - KO Energy inventories - KO Energy accounts payable ) - Goodwill - Deferred tax liability ) - New and amended U.S. distribution rights transferred to TCCC’s distribution network - Monster Non-Energy business transferred to TCCC - Cash and escrow receivable - Total $ $ The preliminary book value of the KO Energy inventories, prepaid expenses and other current assets and accounts payable approximate fair value. The fair value analysis has yet to progress to a stage where there is sufficient information for a definitive measurement of the respective fair values. Accordingly, the respective fair value allocation is preliminary and is based on valuations derived from estimated fair value assumptions used by management. The Company expects to complete its fair value analysis at a level of detail necessary to finalize the underlying fair value allocations no later than twelve months from the closing of the TCCC Transaction. Any differences between the final respective fair value allocations and the preliminary management estimates may differ materially and potentially have a material impact on the Company’s financial position, results of operations or liquidity. The Company has determined goodwill in accordance with ASC 805-30-30-1, “ Business Combinations,” which requires the recognition of goodwill for the excess of the aggregate consideration over the net of amounts of identifiable assets acquired and liabilities assumed as of the acquisition date. The goodwill recorded as part of the TCCC Transaction is not deductible for tax purposes. The goodwill includes access to new geographies, access to new sales channels, including vending and specialty accounts, as well as the opportunity for supply chain optimization. The Company determined the estimated fair values of KO Energy trademarks, customer relationships and other intangibles as follows: 1. Trademarks—valued using the relief from royalty method. Royalty rates for the different brands were selected based on brand strength and profitability. 2. Customer relationships—valued using the with- and-without method assuming that the customer relationships could be rebuilt over a one-year period. 3. Other (Trade Secrets/Formulas)—valued using the cost savings method. The Company determined the estimated fair value of the “new and amended U.S. distribution rights” transferred to TCCC’s distribution network using the discounted cash flow method. The cash flows were defined as the expected cost savings arising from the new distribution agreements. The Company determined the estimated fair value of the Monster Non-Energy brands sold utilizing the discounted cash flow method and market multiple method. Market multiples for each brand were selected based on profitability, size and expected growth for each brand. The resulting business enterprise value derived under the income and market approaches was then adjusted for working capital and fixed assets that were not transferred to TCCC. Of the approximately 34.0 million shares of the Company’s common stock issued to TCCC in the TCCC Transaction, approximately 11.8 million shares, or 34.8% of the total shares issued, were allocated to the purchase of KO Energy and approximately 22.2 million shares, or 65.2% of the total shares issued, were issued for cash. The 34.8% allocation was based on the relative fair value of KO Energy to the approximate fair value of the 34.0 million shares of Old Monster’s common stock on August 14, 2014. The remaining shares of the Company’s common stock were deemed to be issued for cash. The $2.15 billion of cash and escrow receivable was first allocated to the new and amended U.S. distribution rights and the Monster Non-Energy business based on their respective preliminary fair values, and the residual cash of $1.6 billion was then allocated to the equity issued for cash. On August 14, 2014, the date on which the terms of the TCCC Transaction were agreed to and announced, the closing market price of Old Monster’s common stock was $71.65 per share. The fair value of KO Energy per ASC 820 is approximately $880.1 million, which approximates the negotiated price for KO Energy based on the closing market price of Old Monster’s common stock on August 14, 2014. However, per ASC 805, equity securities issued as consideration in a business combination are to be recorded at fair value as of the closing date. Therefore, the value of the Company’s common stock issued to TCCC in exchange for KO Energy was $128.39 per share, the closing price of the Company’s common stock on June 12, 2015, resulting in a total consideration value transferred for KO Energy of $1.5 billion. The Company recognized a gain of $161.5 million on the disposal of Monster Non-Energy during the three- and six-months ended June 30, 2015. The following unaudited pro forma condensed combined financial information is presented as if the TCCC Transaction had closed on January 1, 2014: Three-Months Ended June 30, 2015 Pro Forma Adjustments Monster Beverage Corporation as reported¹ KO Energy² Disposal of Monster Non- Energy³ Other Pro Forma Combined Net sales $ $ $ $ $ Net income Three-Months Ended June 30, 2014 Pro Forma Adjustments Monster Beverage Corporation as reported KO Energy Disposal of Monster Non-Energy Other Pro Forma Combined Net sales $ $ $ $ $ Net income ¹Includes net sales of $13.0 million and net income of $5.8 million related to the acquired KO Energy assets since the date of acquisition, June 12, 2015. ²Includes results through June 12, 2015, the date the TCCC Transaction was finalized. Net income for KO Energy includes only net revenues and direct operating expenses, rather than full “carve-out” financial statements, because such financial information would not be meaningful given that it is not possible to provide a meaningful allocation of business unit and corporate costs, interest or tax in respect of KO Energy. ³Includes results through June 12, 2015. Net income includes gain recognized on the sale of Monster Non-Energy of $161.5 million (as tax affected). Six-Months Ended June 30, 2015 Pro Forma Adjustments Monster Beverage Corporation as reported¹ KO Energy² Disposal of Monster Non- Energy³ Other Pro Forma Combined Net sales $ $ $ $ $ Net income Six-Months Ended June 30, 2014 Pro Forma Adjustments Monster Beverage Corporation as reported KO Energy Disposal of Monster Non- Energy Other Pro Forma Combined Net sales $ $ $ $ $ Net income ¹Includes net sales of $13.0 million and net income of $5.8 million related to the acquired KO Energy assets since the date of acquisition, June 12, 2015. ²Includes results through June 12, 2015, the date the TCCC Transaction was finalized. Net income for KO Energy includes only net revenues and direct operating expenses, rather than full “carve-out” financial statements, because such financial information would not be meaningful given that it is not possible to provide a meaningful allocation of business unit and corporate costs, interest or tax in respect of KO Energy. ³Includes results through June 12, 2015. Net income includes gain recognized on the sale of Monster Non-Energy of $161.5 million (as tax affected). Pro-Forma Adjustments – Other include the following: Three-Months Three-Months Six-Months Six-Months Ended Ended Ended Ended June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Net sales: Amortization of deferred revenue $ $ $ $ Net income: Amortization of deferred revenue $ $ $ $ To record sales commissions ) To record amortization of definite lived KO Energy intangibles ) To eliminate TCCC Transaction expenses Estimated provision for income taxes on pro forma adjustments Estimated provision for income taxes on KO Energy income ) Total $ $ $ $ ) For purposes of the unaudited pro forma financial information, a combined U.S. Federal and state statutory tax rate of 38.5% has been used. This rate does not reflect the Company’s expected effective tax rate, which includes other tax charges and benefits, and does not take into account any historical or possible future tax events that may impact the combined company. The unaudited pro forma financial information is presented for information purposes only and is not intended to represent or be indicative of the combined results of operations that the Company would have reported had the TCCC Transaction been completed as of the date and for the periods presented, and should not be taken as representative of the Company’s consolidated results of operations following the completion of the TCCC Transaction. In addition, the unaudited pro forma financial information is not intended to project the future financial results of operations of the combined company. The unaudited pro forma combined financial information does not reflect any cost savings, operational synergies or revenue enhancements that the combined company may achieve as a result of the TCCC Transaction or the costs to combine the operations or costs necessary to achieve cost savings, operating synergies and revenue enhancements. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2015 | |
RECENT ACCOUNTING PRONOUNCEMENTS. | |
RECENT ACCOUNTING PRONOUNCEMENTS | 4. RECENT ACCOUNTING PRONOUNCEMENTS In September 2014, the Company elected to early adopt FASB ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. ASU 2014-08 provides new guidance related to the definition of a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The adoption of ASU 2014-08 did not have a material impact on the Company’s financial position, results of operations or liquidity. In June 2014, the FASB issued ASU No. 2014-12, “ Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force)” . ASU 2014-12 clarifies that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. ASU 2014-12 is effective for annual periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted. ASU 2014-12 may be applied either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on the Company’s financial position, results of operations or liquidity. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which supersedes previous revenue recognition guidance. ASU 2014-09 requires that a company recognize revenue at an amount that reflects the consideration to which the company expects to be entitled in exchange for transferring goods or services to a customer. In applying the new guidance, a company will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 was to be effective for reporting periods beginning after December 15, 2016. However, on July 9, 2015, the FASB voted to approve a one-year deferral of the effective date. This new guidance is effective for the Company beginning January 1, 2018 and can be adopted using either a full retrospective or modified approach. The Company is currently evaluating the impact of ASU 2014-09 on its financial position, results of operations and liquidity. |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2015 | |
INVESTMENTS | |
INVESTMENTS | 5. INVESTMENTS The following table summarizes the Company’s investments at: June 30, 2015 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Continuous Unrealized Loss Position less than 12 Months Continuous Unrealized Loss Position greater than 12 Months Held-to-Maturity Short-term: Commercial paper $ $ - $ - $ $ - $ - U.S. Treasuries - - - Certificates of deposit - - - - Municipal securities - U.S. government agency securities - Long-term: Municipal securities - U.S. government agency securities - - - - - - Available-for-sale Variable rate demand notes - - - - Total $ $ $ $ $ - Trading Short-term: Auction rate securities Long-term: Auction rate securities - Total $ December 31, 2014 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Continuous Unrealized Loss Position less than 12 Months Continuous Unrealized Loss Position greater than 12 Months Held-to-Maturity Short-term: Commercial paper $ $ - $ $ $ - $ - Municipal securities - - - U.S. government agency securities - - - Long-term: Municipal securities - - - Available-for-sale Variable rate demand notes - - - - Total $ $ $ $ - $ - Trading Short-term: Auction rate securities Long-term: Auction rate securities - Total $ During the three- and six-months ended June 30, 2015 and 2014, realized gains or losses recognized on the sale of investments were not significant. During the three- and six-months ended June 30, 2015 and 2014, the net gains recognized on the Company’s trading securities were not significant. The Company’s investments at June 30, 2015 and December 31, 2014 in commercial paper, U.S. Treasuries, certificates of deposit, municipal securities, U.S. government agency securities and/or variable rate demand notes (“VRDNs”) carried investment grade credit ratings. VRDNs are floating rate municipal bonds with embedded put options that allow the bondholder to sell the security at par plus accrued interest. All of the put options are secured by a pledged liquidity source. While they are classified as marketable investment securities, the put option allows the VRDNs to be liquidated at par on a same day, or more generally on a seven day, settlement basis. All of the Company’s investments at June 30, 2015 and December 31, 2014 in municipal, educational or other public body securities with an auction reset feature (“auction rate securities”) also carried investment grade credit ratings. The following table summarizes the underlying contractual maturities of the Company’s investments at: June 30, 2015 December 31, 2014 Amortized Cost Fair Value Amortized Cost Fair Value Less than 1 year: Commercial paper $ $ $ $ U.S. Treasuries - - Certificates of deposit - - Municipal securities U.S. government agency securities Due 1 - 10 years: Municipal securities Due 11 - 20 years: Auction rate securities Due 21 - 30 years: Variable rate demand notes Total $ $ $ $ |
FAIR VALUE OF CERTAIN FINANCIAL
FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES | 6 Months Ended |
Jun. 30, 2015 | |
FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES | |
FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES | 6. FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. ASC 820 defines fair value as the price that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The three levels of inputs required by the standard that the Company uses to measure fair value are summarized below. · Level 1: Quoted prices in active markets for identical assets or liabilities. · Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. · Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. ASC 820 requires the use of observable market inputs (quoted market prices) when measuring fair value and requires a Level 1 quoted price to be used to measure fair value whenever possible. The following tables present the Company’s held-to-maturity investments at amortized cost, available-for-sale investments at fair value and the fair value of the Company’s financial assets and liabilities that are recorded at fair value on a recurring basis, segregated among the appropriate levels within the fair value hierarchy at: June 30, 2015 Level 1 Level 2 Level 3 Total Cash $ $ - $ - $ Money market funds - - Commercial paper - - U.S. Treasuries - - Certificates of deposit - - Municipal securities - - U.S. government agency securities - - Variable rate demand notes - - Auction rate securities - - Put option related to auction rate securities - - Foreign currency derivatives - - Total $ $ $ $ Amounts included in: Cash and cash equivalents $ $ $ - $ Short-term investments - Accounts receivable, net - - Investments - - Prepaid expenses and other current assets - - Accrued liabilities - - Total $ $ $ $ December 31, 2014 Level 1 Level 2 Level 3 Total Cash $ $ - $ - $ Money market funds - - Commercial paper - - Municipal securities - - U.S. government agency securities - - Variable rate demand notes - - Auction rate securities - - Put option related to auction rate securities - - Foreign currency derivatives - - Total $ $ $ $ Amounts included in: Cash and cash equivalents $ $ $ - $ Short-term investments - Accounts receivable, net - - Investments - - Prepaid expenses and other current assets - - Accrued liabilities - - Total $ $ $ $ The majority of the Company’s short-term investments are classified within Level 1 or Level 2 of the fair value hierarchy. The Company’s valuation of its Level 1 investments, which include money market funds, is based on quoted market prices in active markets for identical securities. The Company’s valuation of its Level 2 investments, which include commercial paper, U.S. Treasuries, certificates of deposit, municipal securities, U.S. government agency securities and VRDNs, is based on other observable inputs, specifically a market approach which utilizes valuation models, pricing systems, mathematical tools and other relevant information for the same or similar securities. The Company’s valuation of its Level 2 foreign exchange contracts is based on quoted market prices of the same or similar instruments, adjusted for counterparty risk. There were no transfers between Level 1 and Level 2 measurements during the six-months ended June 30, 2015 or the year ended December 31, 2014, and there were no changes in the Company’s valuation techniques. The Company’s Level 3 assets are comprised of auction rate securities and put options. The Company’s Level 3 valuation utilized a mark-to-model approach which included estimates for interest rates, timing and amount of cash flows, credit and liquidity premiums, as well as expected holding periods for the auction rate securities. These assumptions are typically volatile and subject to change as the underlying data sources and market conditions evolve. A significant change in any single input could have a significant valuation impact; however, no single input has a more significant impact on valuation than another. There were no changes in the Company’s valuation techniques of its Level 3 assets during the six-months ended June 30, 2015. At June 30, 2015, the Company held auction rate securities with a face value of $3.4 million (amortized cost basis of $3.2 million). A Level 3 valuation was performed on the Company’s auction rate securities as of June 30, 2015 resulting in a fair value of $3.2 million for the Company’s trading auction rate securities (after a $0.2 million impairment), which are included in short-term investments. In June 2011, the Company entered into an agreement (the “2011 ARS Agreement”), related to $24.5 million of par value auction rate securities (the “2011 ARS Securities”). Under the 2011 ARS Agreement, the Company has the right to sell the 2011 ARS Securities including all accrued but unpaid interest thereon (the “2011 Put Option”) as follows: (i) on or after July 1, 2013, up to $1.0 million aggregate par value; (ii) on or after October 1, 2013, up to an additional $1.0 million aggregate par value; and (iii) in quarterly installments thereafter based on a formula of the then outstanding 2011 ARS Securities, as adjusted for normal market redemptions, with full sale rights available on or after April 1, 2016. The 2011 ARS Securities will continue to accrue interest until redeemed through the 2011 Put Option, or as determined by the auction process, or should the auction process fail, the terms outlined in the prospectus of the respective 2011 ARS Securities. Under the 2011 ARS Agreement, the Company has the obligation, should it receive written notification from the put issuer, to sell the 2011 ARS Securities at par plus all accrued but unpaid interest. During the six-months ended June 30, 2015, $0.7 million of ARS Securities were redeemed ($13.1 million, $2.3 million, $1.3 million and $3.7 million of par value 2011 ARS Securities were redeemed at par during the years ended December 31, 2014, 2013, 2012 and 2011, respectively). Subsequent to June 30, 2015, $1.7 million of 2011 ARS Securities were redeemed at par through the exercise of a portion of the 2011 Put Option. The 2011 Put Option does not meet the definition of derivative instruments under ASC 815. Therefore, the Company elected the fair value option under ASC 825-10 in accounting for the 2011 Put Option. As of June 30, 2015, the Company recorded $0.2 million as the fair market value of the 2011 Put Option, included in prepaid expenses and other current assets. The following table provides a summary reconciliation of the Company’s financial assets that are recorded at fair value on a recurring basis using significant unobservable inputs (Level 3): Three-Months Ended June 30, 2015 Three-Months Ended June 30, 2014 Auction Rate Securities Put Options Auction Rate Securities Put Options Opening Balance $ $ $ $ Transfers into Level 3 - - - - Transfers out of Level 3 - - - - Total gains (losses) for the period: Included in earnings Included in other comprehensive income - - - - Settlements - - Closing Balance $ $ $ $ Six-Months Ended June 30, 2015 Six-Months Ended June 30, 2014 Auction Rate Securities Put Options Auction Rate Securities Put Options Opening Balance $ $ $ $ Transfers into Level 3 - - - - Transfers out of Level 3 - - - - Total gains (losses) for the period: Included in earnings Included in other comprehensive income - - - - Settlements - - Closing Balance $ $ $ $ |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 6 Months Ended |
Jun. 30, 2015 | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company is exposed to foreign currency exchange rate risks related primarily to its foreign business operations. During the six-months ended June 30, 2015 and the year ended December 31, 2014, the Company entered into forward currency exchange contracts with financial institutions to create an economic hedge to specifically manage a portion of the foreign exchange risk exposure associated with certain consolidated subsidiaries’ non-functional currency denominated assets and liabilities. All foreign currency exchange contracts of the Company that were outstanding as of June 30, 2015 have terms of one month or less. The Company does not enter into forward currency exchange contracts for speculation or trading purposes. The Company has not designated its foreign currency exchange contracts as hedge transactions under ASC 815. Therefore, gains and losses on the Company’s foreign currency exchange contracts are recognized in interest and other income, net, in the condensed consolidated statements of income, and are largely offset by the changes in the fair value of the underlying economically hedged item. The notional amount and fair value of all outstanding foreign currency derivative instruments in the condensed consolidated balance sheets consist of the following at: June 30, 2015 Derivatives not designated as hedging instruments under FASB ASC 815-20 Notional Amount Fair Value Balance Sheet Location Assets: Foreign currency exchange contracts: Receive USD/pay GBP $ $ Accounts receivable, net Receive USD/pay CAD Accounts receivable, net Receive USD/pay MXN Accounts receivable, net Receive USD/pay COP Accounts receivable, net Liabilities: Foreign currency exchange contracts: Receive EUR/pay USD $ $ Accrued liabilities Receive USD/pay AUD Accrued liabilities Receive USD/pay JPY Accrued liabilities Receive USD/pay ZAR Accrued liabilities Receive USD/pay CLP Accrued liabilities December 31, 2014 Derivatives not designated as hedging instruments under FASB ASC 815-20 Notional Amount Fair Value Balance Sheet Location Assets: Foreign currency exchange contracts: Receive CAD/pay USD $ $ Accounts receivable, net Liabilities: Foreign currency exchange contracts: Receive EUR/pay USD $ $ Accrued liabilities Receive USD/pay AUD Accrued liabilities Receive USD/pay JPY Accrued liabilities Receive USD/pay ZAR Accrued liabilities Receive USD/pay MXN Accrued liabilities Receive USD/pay CLP Accrued liabilities Receive USD/pay COP Accrued liabilities The net losses on derivative instruments in the condensed consolidated statements of income were as follows: Amount of loss recognized in income on derivatives Three-months ended Derivatives not designated as hedging instruments under FASB ASC 815-20 Location of loss recognized in income on derivatives June 30, 2015 June 30, 2014 Foreign currency exchange contracts Interest and other income, net $ $ Amount of loss recognized in income on derivatives Six-months ended Derivatives not designated as hedging instruments under FASB ASC 815-20 Location of loss recognized in income on derivatives June 30, 2015 June 30, 2014 Foreign currency exchange contracts Interest and other income, net $ $ |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2015 | |
INVENTORIES | |
INVENTORIES | 8. INVENTORIES Inventories consist of the following at: June 30, 2015 December 31, 2014 Raw materials $ $ Finished goods $ $ |
PROPERTY AND EQUIPMENT, Net
PROPERTY AND EQUIPMENT, Net | 6 Months Ended |
Jun. 30, 2015 | |
PROPERTY AND EQUIPMENT, Net | |
PROPERTY AND EQUIPMENT, Net | 9. PROPERTY AND EQUIPMENT, Net Property and equipment consist of the following at: June 30, 2015 December 31, 2014 Land $ $ Leasehold improvements Furniture and fixtures Office and computer equipment Computer software Equipment Buildings Vehicles Less: accumulated depreciation and amortization $ $ |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
GOODWILL AND OTHER INTANGIBLE ASSETS. | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 10. GOODWILL AND OTHER INTANGIBLE ASSETS The following is a roll-forward of goodwill for the six-months ended June 30, 2015 by reportable segment: Finished Goods Concentrate Total Balance at December 31, 2014 $ - $ - $ - Acquisitions Balance at June 30, 2015 $ $ $ Intangible assets consist of the following at: June 30, 2015 December 31, 2014 Amortizing intangibles $ $ Accumulated amortization Non-amortizing intangibles $ $ Amortizing intangibles primarily consist of customer relationships. All amortizing intangibles have been assigned an estimated finite useful life and such intangibles are amortized on a straight-line basis over the number of years that approximate their respective useful lives, generally 5 years. Total amortization expense recorded was $0.3 million and $0.1 million for the three-months ended June 30, 2015 and 2014, respectively. Total amortization expense recorded was $0.3 million and $0.25 million for the six-months ended June 30, 2015 and 2014, respectively. Non-amortizing intangibles primarily consist of indefinite-lived tradenames. |
DISTRIBUTION AGREEMENTS
DISTRIBUTION AGREEMENTS | 6 Months Ended |
Jun. 30, 2015 | |
DISTRIBUTION AGREEMENTS | |
DISTRIBUTION AGREEMENTS | 11. DISTRIBUTION AGREEMENTS As part of the TCCC Transaction, the amended distribution coordination agreements entered into with TCCC provided for the transition of third parties’ rights to distribute the Company’s products in most territories in the U.S. and Canada to members of TCCC’s distribution network, which consists of owned or controlled bottlers/distributors and independent bottling/distribution partners. In February 2015, in accordance with its then existing agreements with certain affected third-party distributors, Old Monster sent notices of termination to the applicable affected third-party distributors in the U.S., providing for the termination of their respective distribution agreements. The associated distribution rights relating to such terminated distribution agreements have been transitioned to the TCCC distribution network as of the effective date of termination of the affected third-party distributors’ rights in the applicable territories. As of August 10, 2015, distribution rights in the U.S. representing approximately 89% of the target case sales (see Note 3), have been transitioned to TCCC’s distribution network. In accordance with ASC No. 420 “Exit or Disposal Cost Obligations”, the Company expenses distributor termination costs in the period in which the written notification of termination occurs. As a result, the Company incurred termination costs of $12.2 million and $218.2 million for the three- and six-months ended June 30, 2015. Such termination costs have been expensed in full and are included in operating expenses for the three- and six-months ended June 30, 2015. In the normal course of business, amounts received pursuant to new and/or amended distribution agreements entered into with certain distributors, relating to the costs associated with terminating agreements with the Company’s prior distributors, are accounted for as deferred revenue and are recognized as revenue ratably over the anticipated life of the respective distribution agreement, generally 20 years. Revenue recognized was $3.2 million and $3.8 million for the three-months ended June 30, 2015 and 2014, respectively. Revenue recognized was $46.5 million and $7.5 million for the six-months ended June 30, 2015 and 2014, respectively. Included in the $46.5 million of revenue recognized for the six-months ended June 30, 2015 was $39.8 million related to the accelerated amortization of the deferred revenue balances associated with certain of the Company’s prior distributors who were sent notices of termination during the first quarter of 2015, as described above. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2015 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES The Company had purchase commitments aggregating approximately $39.3 million at June 30, 2015, which represented commitments made by the Company and its subsidiaries to various suppliers of raw materials for the production of its products. These obligations vary in terms, but are generally satisfied within one year. The Company had contractual obligations aggregating approximately $87.2 million at June 30, 2015, which related primarily to sponsorships and other marketing activities. The Company had operating lease commitments aggregating approximately $11.2 million at June 30, 2015, which related primarily to warehouse and office space. In April 2015, the Company entered into an agreement, subject to the attainment of requisite entitlements, to acquire approximately 56 acres of vacant land located in Jurupa Valley, CA for an estimated purchase price of $38.1 million. The Company was unable to secure the requisite entitlements and therefore terminated this agreement. Legal Proceedings The Company has been named a defendant in various personal injury lawsuits, claiming that the death or other serious injury of the plaintiffs was caused by consumption of Monster Energy® drinks. The plaintiffs in these lawsuits allege strict product liability, negligence, fraudulent concealment, breach of implied warranties and wrongful death. The Company believes that each complaint is without merit and plans a vigorous defense. The Company also believes that any damages, if awarded, would not have a material adverse effect on the Company’s financial position or results of operations. State Attorney General Inquiry – In July 2012, the Company received a subpoena from the Attorney General for the State of New York in connection with its investigation concerning the Company’s advertising, marketing, promotion, ingredients, usage and sale of its Monster Energy® brand energy drinks. Production of documents pursuant to that subpoena was completed in approximately May 2014. On August 6, 2014, the Attorney General for the State of New York issued a second subpoena seeking additional documents and the deposition of a Company employee. On September 8, 2014, the Company moved to quash the second subpoena in the Supreme Court, New York County. The motion was fully briefed and was argued on March 17, 2015. No decision has been rendered. It is unknown what, if any, action the state attorney general may take against the Company, the relief which may be sought in the event of any such proceeding or whether such proceeding could have a material adverse effect on the Company’s business, financial condition or results of operations. San Francisco City Attorney Litigation – On October 31, 2012, the Company received a written request for information from the City Attorney for the City and County of San Francisco concerning the Company’s advertising and marketing of its Monster Energy® brand energy drinks and specifically concerning the safety of its products for consumption by adolescents. In a letter dated March 29, 2013, the San Francisco City Attorney threatened to bring suit against the Company if it did not agree to take the following five steps immediately: (i) “Reformulate its products to lower the caffeine content to safe levels” - (ii) “Provide adequate warning labels”; (iii) “Cease promoting over-consumption in marketing”; (iv) “Cease use of alcohol and drug references in marketing”; and (v) “Cease targeting minors.” (i) The Company Action – On April 29, 2013, the Company and its wholly owned subsidiary, Monster Energy Company, filed a complaint for declaratory and injunctive relief against the San Francisco City Attorney (the “Company Action”) in United States District Court for the Central District of California (the “Central District Court”), styled Monster Beverage Corp., et al. v. Dennis Herrera . The Company sought a declaration from the Central District Court that the San Francisco City Attorney’s investigation and demands are impermissible and preempted, subject to the doctrine of primary jurisdiction, are unconstitutional in that they violate the First and Fourteenth Amendments’ prohibitions against compelled speech, content-based speech and commercial speech, are impermissibly void-for-vagueness, and/or violate the Commerce Clause. On June 3, 2013, the City Attorney filed a motion to dismiss the Company Action, arguing in part that the complaint should be dismissed in light of the San Francisco Action (described below) filed on May 6, 2013. On August 22, 2013, the Central District Court granted in part and denied in part the City Attorney’s motion. On October 17, 2013, the City Attorney filed a renewed motion to dismiss the Company Action and on December 16, 2013, the Central District Court granted the City Attorney’s renewed motion, dismissing the Company Action. The Company filed a Notice of Appeal to the Ninth Circuit on December 18, 2013. The appeal is fully briefed but has not yet been set for argument. (ii) The San Francisco Action – On May 6, 2013, the San Francisco City Attorney filed a complaint for declaratory and injunctive relief, civil penalties and restitution for alleged violation of California’s Unfair Competition Law, Business & Professions Code sections 17200, et seq., styled People Of The State Of California ex rel. Dennis Herrera, San Francisco City Attorney v. Monster Beverage Corporation , in San Francisco Superior Court (the “San Francisco Action”). The City Attorney alleges that the Company (1) mislabeled its products as a dietary supplement, in violation of California’s Sherman Food, Drug and Cosmetic Law, California Health & Safety Code sections 109875 et. seq.; (2) is selling an “adulterated” product because caffeine is not generally recognized as safe (“GRAS”) due to the alleged lack of scientific consensus concerning the safety of the levels of caffeine in the Company’s products; and (3) is engaged in unfair and misleading business practices because its marketing (a) does not disclose the health risks that energy drinks pose for children and teens; (b) fails to warn against and promotes unsafe consumption; (c) implicitly promotes mixing of energy drinks with alcohol or drugs; and (d) is deceptive because it includes unsubstantiated claims about the purported special benefits of its “killer” ingredients and “energy blend.” The City Attorney sought a declaration that the Company has engaged in unfair and unlawful business acts and practices in violation of the Unfair Competition Law; an injunction from performing or proposing to perform any acts in violation of the Unfair Competition Law; restitution; and civil penalties. After a motion to strike filed by the Company was granted in part, on March 20, 2014, the City Attorney filed an amended complaint, adding allegations supporting the theory for relief as to which the Court had granted the motion to strike. On April 18, 2014, the Company filed a renewed motion to strike, as well as a motion asking the Court to bifurcate and/or stay claims relating to the safety of Monster Energy® drinks, pending resolution of the ongoing FDA investigation of the safety and labeling of food products to which caffeine is added. On May 22, 2014, the Court denied the Company’s motion to strike and motion to bifurcate and/or stay claims relating to safety. On September 5, 2014, the City Attorney filed a second amended complaint, adding Monster Energy Company as a defendant. The Company and Monster Energy Company filed answers to the second amended complaint on October 4, 2014 and November 10, 2014, respectively. Discovery is ongoing. The Court has set the case for a two-week bench trial beginning on February 8, 2016. The Company denies that it has violated the Unfair Competition Law or any other law and believes that the City Attorney’s claims and demands are preempted and unconstitutional, as alleged in the action the Company filed in the Central District Court. The Company intends to vigorously defend against this lawsuit. At this time, no evaluation of the likelihood of an unfavorable outcome or range of potential loss can be expressed. The actions or investigations described above have not progressed to a point where a reasonably possible range of losses associated with their ultimate outcome can be estimated at this time. If the final resolution of any such litigation or proceedings is unfavorable, the Company’s financial condition, operating results and cash flows could be materially affected. In addition to the above matters, the Company has been named as a defendant in various false advertising putative class actions and in a private attorney general action. In these actions, plaintiffs allege that defendants misleadingly labeled and advertised Monster Energy® brand products that allegedly were ineffective for the advertised benefits (including, but not limited to, an allegation that the products do not hydrate as advertised because they contain caffeine). The plaintiffs further allege that the Monster Energy® brand products at issue are unsafe because they contain one or more ingredients that allegedly could result in illness, injury or death. In connection with these product safety allegations, the plaintiffs claim that the product labels did not provide adequate warnings and/or that the Company did not include sufficiently specific statements with respect to contra-indications and/or adverse reactions associated with the consumption of its energy drink products (including, but not limited to, claims that certain ingredients, when consumed individually or in combination with other ingredients, could result in high blood pressure, palpitations, liver damage or other negative health effects and/or that the products themselves are unsafe). Based on these allegations, the plaintiffs assert claims for violation of state consumer protection statutes, including unfair competition and false advertising statutes, and for breach of warranty and unjust enrichment. In their prayers for relief, the plaintiffs seek, inter alia, compensatory and punitive damages, restitution, attorneys’ fees, and, in some cases, injunctive relief. The Company regards these cases and allegations as having no merit. Furthermore, the Company is subject to litigation from time to time in the normal course of business, including intellectual property litigation and claims from terminated distributors. Although it is not possible to predict the ultimate outcome of such litigation, based on the facts known to the Company, management believes that such litigation in the aggregate will likely not have a material adverse effect on the Company’s financial position or results of operations. The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that is accrued, if any, or in the amount of any related insurance reimbursements recorded. As of June 30, 2015, the Company’s consolidated balance sheet includes accrued loss contingencies of approximately $2.4 million. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2015 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | 13. ACCUMULATED OTHER COMPREHENSIVE LOSS Changes in accumulated other comprehensive loss by component, after tax, for the six-months ended June 30, 2015 are as follows: Currency Translation Losses Balance at December 31, 2014 $ Other comprehensive loss before reclassifications - Amounts reclassified from accumulated other comprehensive loss - Net current-period other comprehensive loss Balance at June 30, 2015 $ |
TREASURY STOCK
TREASURY STOCK | 6 Months Ended |
Jun. 30, 2015 | |
TREASURY STOCK | |
TREASURY STOCK | 14. TREASURY STOCK On June 12, 2015, as part of the TCCC Transaction, the Company cancelled 41.5 million shares of treasury stock owned by the Company. The cancelled stock had a carrying value of approximately $1,482.6 million. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct its par value from common stock and to reflect any excess of cost over par as a deduction from retained earnings. On April 7, 2013, the Company’s Board of Directors authorized a new share repurchase program for the repurchase of up to $200.0 million of the Company’s outstanding common stock (the “April 2013 Repurchase Plan”). During the six-months ended June 30, 2015, no shares of common stock were purchased under the April 2013 Repurchase Plan. During the period from April 1, 2015 to June 12, 2015, 0.001 million shares were purchased from employees in lieu of cash payments for options exercised or withholding taxes due for a total amount of $0.1 million. While such purchases are considered common stock repurchases, they are not counted as purchases against the Company’s authorized share repurchase programs, including the April 2013 Repurchase Plan. These shares are included in the cancellation of treasury shares as described above in connection with the TCCC Transaction. During the period from June 13, 2015 to June 30, 2015, 1.2 million shares were purchased from employees in lieu of cash payments for options exercised or withholding taxes due for a total amount of $160.7 million. While such purchases are considered common stock repurchases, they are not counted as purchases against the Company’s authorized share repurchase programs, including the April 2013 Repurchase Plan. Such shares are included in common stock in treasury in the accompanying condensed consolidated balance sheet at June 30, 2015. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2015 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 15. STOCK-BASED COMPENSATION The Company has two stock-based compensation plans under which shares were available for grant at June 30, 2015: the Monster Beverage Corporation 2011 Omnibus Incentive Plan (the “2011 Omnibus Incentive Plan”) and the 2009 Monster Beverage Corporation Stock Incentive Plan for Non-Employee Directors (the “2009 Directors Plan”). The Company recorded $8.5 million and $8.1 million of compensation expense relating to outstanding options, restricted stock awards, stock appreciation rights and restricted stock units during the three-months ended June 30, 2015 and 2014, respectively. The Company recorded $14.8 million and $15.1 million of compensation expense relating to outstanding options, restricted stock awards, stock appreciation rights and restricted stock units during the six-months ended June 30, 2015 and 2014, respectively. The excess tax benefit realized for tax deductions from non-qualified stock option exercises, disqualifying dispositions of incentive stock options, vesting of restricted stock units and restricted stock awards for the three-months ended June 30, 2015 and 2014 was $115.6 million and $0.7 million, respectively. The excess tax benefit realized for tax deductions from non-qualified stock option exercises, disqualifying dispositions of incentive stock options, vesting of restricted stock units and restricted stock awards for the six-months ended June 30, 2015 and 2014 was $300.3 million and $3.3 million, respectively. Stock Options Under the Company’s stock-based compensation plans, all stock options granted as of June 30, 2015 were granted at prices based on the fair value of the Company’s common stock on the date of grant. The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes-Merton option pricing formula with the assumptions included in the table below. The Company records compensation expense for non-employee stock options based on the estimated fair value of the options as of the earlier of (1) the date at which a commitment for performance by the non-employee to earn the stock option is reached or (2) the date at which the non-employee’s performance is complete, using the Black-Scholes-Merton option pricing formula with the assumptions included in the table below. The Company uses historical data to determine the exercise behavior, volatility and forfeiture rate of the options. The following weighted-average assumptions were used to estimate the fair value of options granted during: Three-Months Ended June 30, Six-Months Ended June 30, 2015 2014 2015 2014 Dividend yield Expected volatility Risk-free interest rate Expected term 5.8 years 5.6 years 5.8 years 5.9 years Expected Volatility : The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on the most recent volatility of the stock price over a period of time equivalent to the expected term of the option. Risk-Free Interest Rate : The risk-free interest rate is based on the U.S. Treasury zero coupon yield curve in effect at the time of grant for the expected term of the option. Expected Term : The Company’s expected term represents the weighted-average period that the Company’s stock options are expected to be outstanding. The expected term is based on expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously granted options to derive employee behavioral patterns used to forecast expected exercise patterns. The following table summarizes the Company’s activities with respect to its stock option plans as follows: Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Options Shares (In thousands) Price Per Share Term (In years) Aggregate Intrinsic Value Outstanding at January 1, 2015 $ $ Granted 01/01/15 - 03/31/15 $ Granted 04/01/15 - 06/30/15 $ Exercised $ Cancelled or forfeited $ Outstanding at June 30, 2015 $ $ Vested and expected to vest in the future at June 30, 2015 $ $ Exercisable at June 30, 2015 $ $ The weighted-average grant-date fair value of options granted during the three-months ended June 30, 2015 and 2014 was $49.72 per share and $25.71 per share, respectively. The weighted-average grant-date fair value of options granted during the six-months ended June 30, 2015 and 2014 was $50.14 per share and $29.35 per share, respectively. The total intrinsic value of options exercised during the three-months ended June 30, 2015 and 2014 was $314.0 million and $3.7 million, respectively. The total intrinsic value of options exercised during the six-months ended June 30, 2015 and 2014 was $829.7 million and $15.1 million, respectively. Cash received from option exercises under all plans for the three-months ended June 30, 2015 and 2014 was approximately $22.7 million and $2.0 million, respectively. Cash received from option exercises under all plans for the six-months ended June 30, 2015 and 2014 was approximately $41.7 million and $7.7 million, respectively. At June 30, 2015, there was $81.6 million of total unrecognized compensation expense related to non-vested options granted to employees under the Company’s share-based payment plans. That cost is expected to be recognized over a weighted-average period of 3.1 years. Restricted Stock Awards and Restricted Stock Units Stock-based compensation cost for restricted stock awards and restricted stock units is measured based on the closing fair market value of the Company’s common stock at the date of grant. In the event that the Company has the option and intent to settle a restricted stock unit in cash, the award is classified as a liability and revalued at each balance sheet date. The following table summarizes the Company’s activities with respect to non-vested restricted stock awards and non-vested restricted stock units as follows: Weighted Number of Average Shares (in Grant-Date thousands) Fair Value Non-vested at January 1, 2015 $ Granted 01/01/15 - 03/31/15 $ Granted 04/01/15 - 06/30/15 Vested $ Forfeited/cancelled $ Non-vested at June 30, 2015 $ No restricted stock units or restricted stock awards were granted during the three-months ended June 30, 2015. The weighted-average grant-date fair value of restricted stock units and restricted stock awards granted during the three-months ended June 30, 2014 was $69.00 per share. The weighted-average grant-date fair value of restricted stock units and restricted stock awards granted during the six-months ended June 30, 2015 and 2014 was $135.48 and $69.00 per share, respectively. As of June 30, 2015, 0.2 million of restricted stock units and restricted stock awards are expected to vest over their respective terms. At June 30, 2015, total unrecognized compensation expense relating to non-vested restricted stock awards and non-vested restricted stock units was $14.4 million, which is expected to be recognized over a weighted-average period of 2.2 years. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2015 | |
INCOME TAXES | |
INCOME TAXES | 16. INCOME TAXES The following is a roll-forward of the Company’s total gross unrecognized tax benefits, not including interest and penalties, for the six-months ended June 30, 2015: Gross Unrecognized Tax Benefits Balance at December 31, 2014 $ Additions for tax positions related to the current year - Additions for tax positions related to the prior year - Decreases related to settlement with taxing authority - Balance at June 30, 2015 $ The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Company’s condensed consolidated financial statements. As of June 30, 2015, the Company had accrued approximately $0.5 million in interest and penalties related to unrecognized tax benefits. If the Company were to prevail on all uncertain tax positions, the resultant impact on the Company’s effective tax rate would not be significant. It is expected that the change in the amount of unrecognized tax benefits within the next 12 months will not be significant. The Company is subject to U.S. federal income tax as well as to income tax in multiple state and foreign jurisdictions. The Company is in various stages of examination with certain states and certain foreign jurisdictions. The 2012 and 2013 U.S. federal income tax returns are subject to examination by the Internal Revenue Service. State income tax returns are subject to examination for the 2010 through 2013 tax years. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2015 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | 17. EARNINGS PER SHARE A reconciliation of the weighted-average shares used in the basic and diluted earnings per common share computations is presented below: Three-Months Ended Six-Months Ended June 30, June 30, 2015 2014 2015 2014 Weighted-average shares outstanding: Basic Dilutive securities Diluted For the three-months ended June 30, 2015 and 2014, options and awards outstanding totaling 1.1 million shares and 1.2 million shares, respectively, were excluded from the calculations as their effect would have been antidilutive. For the six-months ended June 30, 2015 and 2014, options and awards outstanding totaling 0.8 million shares and 0.9 million shares, respectively, were excluded from the calculations as their effect would have been antidilutive. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2015 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 18. SEGMENT INFORMATION In the second quarter of 2015, as a result of the acquisitions and divestitures in connection with the TCCC Transaction, the Company revised its reportable segments to reflect managements’ current view of the business and to align its external financial reporting with its new operating and internal financial reporting model. Historical segment information has been revised to reflect the effect of this change. The Company has three operating and reportable segments, (i) Finished Products, which is comprised of the Company’s Monster Energy® drink products (previously comprising the majority of the former Direct Store Delivery segment) (“Finished Products”), (ii) Concentrate, the principal products of which include the various energy drink brands acquired from TCCC as a result of the TCCC Transaction (“Concentrate”) and (iii) Other, the principal products of which include the brands disposed of as a result of the TCCC Transaction (previously comprising the majority of the former Warehouse segment and the Peace Tea® brand). The Company’s Finished Product segment generates net operating revenues by selling finished energy drinks to full service beverage distributors, retail grocery and specialty chains, wholesalers, club stores, drug chains, mass merchandisers, convenience chains, health food distributors, food service customers and the military. The Company’s Concentrate segment generates net operating revenues by selling “concentrates” and/or “beverage bases” to authorized bottling and canning operations. Such bottlers generally combine the concentrates and/or beverage bases with sweeteners and water to produce finished beverages. The finished energy drinks are packaged in authorized containers bearing the Company’s respective trademarks, such as cans and bottles, and are then sold to retailers directly or, in some cases, through wholesalers or other bottlers. Generally, the Finished Products segment generates higher net operating revenues but lower gross profit margins than the Concentrate segment. Corporate and unallocated amounts that do not relate to a reportable segment have been allocated to “Corporate & Unallocated.” No asset information, other than goodwill and other intangible assets, has been provided for in the Company’s reportable segments as management does not measure or allocate such assets on a segment basis. The net revenues derived from the Company’s reportable segments and other financial information related thereto for the three- and six-months ended June 30, 2015 and 2014 are as follows: Three-Months Ended Six-Months Ended June 30, June 30, 2015 2014 2015 2014 Net sales: Finished Products (1) $ $ $ $ Concentrate - - Other Corporate and unallocated - - - - $ $ $ $ Three-Months Ended Six-Months Ended June 30, June 30, 2015 2014 2015 2014 Operating Income: Finished Products (1) (2) $ $ $ $ Concentrate - - Other (3) Corporate and unallocated $ $ $ $ Three-Months Ended Six-Months Ended June 30, June 30, 2015 2014 2015 2014 Income before tax: Finished Products (1) (2) $ $ $ $ Concentrate - - Other (3) Corporate and unallocated $ $ $ $ (1) Includes $3.2 million and $3.8 million for the three-months ended June 30, 2015 and 2014, respectively, related to the recognition of deferred revenue. Includes $46.5 million and $7.5 million for the six-months ended June 30, 2015 and 2014, respectively, related to the recognition of deferred revenue. (2) Includes $12.2 million and $0.5 million for the three-months ended June 30, 2015 and 2014, respectively, related to distributor termination costs. Includes $218.2 million and $0.5 million for the six-months ended June 30, 2015 and 2014, respectively, related to distributor termination costs. (3) Includes $161.5 million gain on the sale of Monster Non-Energy for the three- and six-months ended June 30, 2015. Three-Months Ended Six-Months Ended June 30, June 30, 2015 2014 2015 2014 Depreciation and amortization Finished Products $ $ $ $ Concentrate - - Other Corporate and unallocated $ $ $ $ June 30, December 31, 2015 2014 Goodwill and other intangible assets: Finished Products $ $ Concentrate - Other - Corporate and unallocated - - $ $ Corporate and unallocated expenses for the three-months ended June 30, 2015 include $28.3 million of payroll costs, of which $8.5 million was attributable to stock-based compensation expense (see Note 15, “Stock-Based Compensation”), as well as $21.8 million attributable to professional service expenses, including accounting and legal costs, and $8.1 million of other operating expenses. Corporate and unallocated expenses for the three-months ended June 30, 2014 include $21.6 million of payroll costs, of which $8.1 million was attributable to stock-based compensation expense (see Note 15, “Stock-Based Compensation”), as well as $15.3 million attributable to professional service expenses, including accounting and legal costs, and $4.8 million attributable to other operating expenses. Corporate and unallocated expenses for the six-months ended June 30, 2015 include $56.9 million of payroll costs, of which $14.8 million was attributable to stock-based compensation expense (see Note 15, “Stock-Based Compensation”), as well as $36.3 million attributable to professional service expenses, including accounting and legal costs, and $14.9 million attributable to other operating expenses. Corporate and unallocated expenses for the six-months ended June 30, 2014 include $42.6 million of payroll costs, of which $15.1 million was attributable to stock-based compensation expense (see Note 15, “Stock-Based Compensation”), as well as $25.4 million attributable to professional service expenses, including accounting and legal costs, and $11.6 million attributable to other operating expenses. Coca-Cola Refreshments USA Inc. (“CCR”) accounted for approximately 45% and 28% of the Company’s net sales for the three-months ended June 30, 2015 and 2014, respectively. CCR accounted for approximately 40% and 29% of the Company’s net sales for the six-months ended June 30, 2015 and 2014, respectively. Net sales to customers outside the United States amounted to $151.3 million and $148.4 million for the three-months ended June 30, 2015 and 2014, respectively. Net sales to customers outside the United States amounted to $264.3 million and $264.1 million for the six-months ended June 30, 2015 and 2014, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2015 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 19. RELATED PARTY TRANSACTIONS As a result of the TCCC Transaction, TCCC controls more than 10% of the voting interests of the Company. TCCC, through certain affiliated companies (collectively, the “TCCC Companies”) purchases and distributes certain of the Company’s products both domestically and in certain international territories. The Company also pays TCCC a sales commission on certain sales to third party distributors within the TCCC bottling network. Net sales to the TCCC Companies for the three-months ended June 30, 2015 and 2014 were $310.8 million and $192.7 million, respectively. Net Sales to the TCCC Companies for the six-months ended June 30, 2015 and 2014 were $529.8 million and $358.7 million respectively. Commission expenses for the three-months ended June 30, 2015 and 2014 were $1.8 million and $0.3 million, respectively. Commission expenses for the six-months ended June 30, 2015 and 2014 were $1.8 million and $0.9 million, respectively. Accounts receivable, accounts payable and accrued promotional allowances related to the TCCC Companies are as follows at: June 30, 2015 December 31, 2014 Accounts receivable, net $ $ Accounts payable $ $ Accrued promotional allowances $ $ Two directors and officers of the Company and their families are principal owners of a company that provides promotional materials to the Company. Expenses incurred with such company in connection with promotional materials purchased during the three-months ended June 30, 2015 and 2014 were $0.3 million and $0.2 million, respectively. Expenses incurred with such company in connection with promotional materials purchased during the six-months ended June 30, 2015 and 2014 were $1.2 million and $0.3 million, respectively. |
ADDITIONS TO SIGNIFICANT ACCO27
ADDITIONS TO SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Business Combinations | Business Combinations – Business acquisitions are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 “Business Combinations”. ASC 805 requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquired entity, and recognize and measure goodwill or a gain from the purchase. The acquiree’s results are included in the Company’s consolidated financial statements from the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill , or if the fair value of the assets acquired exceeds the purchase price consideration, a bargain purchase gain is recorded. Adjustments to fair value assessments are recorded to goodwill over the measurement period (not longer than twelve months). The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense and requires the Company to recognize and measure certain assets and liabilities including those arising from contingencies and contingent consideration in a business combination. |
Goodwill | Goodwill – The Company records goodwill when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired, including related tax effects. Goodwill is not amortized; instead goodwill is tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If the Company determines that the fair value is less than the carrying value, the Company will use a two-step process to determine the amount of goodwill impairment. The first step requires comparing the fair value of the reporting unit to its net book value, including goodwill . A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process, performed only if a potential impairment exists, involves determining the difference between the fair value of the reporting unit’s net assets, other than goodwill, and the fair value of the reporting unit. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
ACQUISITIONS AND DIVESTITURES | |
Summary of amounts in the escrow fund in excess of the applicable amounts | Percentage Transitioned Escrow Release 40% Amounts in excess of $375 million 50% Amounts in excess of $312.5 million 60% Amounts in excess of $250 million 70% Amounts in excess of $187.5 million 80% Amounts in excess of $125 million 90% Amounts in excess of $62.5 million 95% All remaining amounts |
Summary of TCCC Transaction consideration allocation | Identifiable Assets Acquired and Liabilities Assumed Consideration Transferred Equity issued to TCCC for cash (22.2 million shares issued) $ - $ Equity issued to TCCC for KO Energy (11.8 million shares issued) - KO Energy intangibles - trademarks (non-amortizing) - KO Energy intangibles - customer relationships (amortizing) - KO Energy intangibles - other (non-amortizing) - KO Energy inventories - KO Energy accounts payable ) - Goodwill - Deferred tax liability ) - New and amended U.S. distribution rights transferred to TCCC’s distribution network - Monster Non-Energy business transferred to TCCC - Cash and escrow receivable - Total $ $ |
Schedule of pro forma condensed combined financial information | Three-Months Ended June 30, 2015 Pro Forma Adjustments Monster Beverage Corporation as reported¹ KO Energy² Disposal of Monster Non- Energy³ Other Pro Forma Combined Net sales $ $ $ $ $ Net income Three-Months Ended June 30, 2014 Pro Forma Adjustments Monster Beverage Corporation as reported KO Energy Disposal of Monster Non-Energy Other Pro Forma Combined Net sales $ $ $ $ $ Net income ¹Includes net sales of $13.0 million and net income of $5.8 million related to the acquired KO Energy assets since the date of acquisition, June 12, 2015. ²Includes results through June 12, 2015, the date the TCCC Transaction was finalized. Net income for KO Energy includes only net revenues and direct operating expenses, rather than full “carve-out” financial statements, because such financial information would not be meaningful given that it is not possible to provide a meaningful allocation of business unit and corporate costs, interest or tax in respect of KO Energy. ³Includes results through June 12, 2015. Net income includes gain recognized on the sale of Monster Non-Energy of $161.5 million (as tax affected). Six-Months Ended June 30, 2015 Pro Forma Adjustments Monster Beverage Corporation as reported¹ KO Energy² Disposal of Monster Non- Energy³ Other Pro Forma Combined Net sales $ $ $ $ $ Net income Six-Months Ended June 30, 2014 Pro Forma Adjustments Monster Beverage Corporation as reported KO Energy Disposal of Monster Non- Energy Other Pro Forma Combined Net sales $ $ $ $ $ Net income ¹Includes net sales of $13.0 million and net income of $5.8 million related to the acquired KO Energy assets since the date of acquisition, June 12, 2015. ²Includes results through June 12, 2015, the date the TCCC Transaction was finalized. Net income for KO Energy includes only net revenues and direct operating expenses, rather than full “carve-out” financial statements, because such financial information would not be meaningful given that it is not possible to provide a meaningful allocation of business unit and corporate costs, interest or tax in respect of KO Energy. ³Includes results through June 12, 2015. Net income includes gain recognized on the sale of Monster Non-Energy of $161.5 million (as tax affected). |
Schedule of other pro-forma adjustments | Three-Months Three-Months Six-Months Six-Months Ended Ended Ended Ended June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Net sales: Amortization of deferred revenue $ $ $ $ Net income: Amortization of deferred revenue $ $ $ $ To record sales commissions ) To record amortization of definite lived KO Energy intangibles ) To eliminate TCCC Transaction expenses Estimated provision for income taxes on pro forma adjustments Estimated provision for income taxes on KO Energy income ) Total $ $ $ $ ) |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
INVESTMENTS | |
Summary of investments in held-to-maturity, available-for-sale and trading securities | June 30, 2015 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Continuous Unrealized Loss Position less than 12 Months Continuous Unrealized Loss Position greater than 12 Months Held-to-Maturity Short-term: Commercial paper $ $ - $ - $ $ - $ - U.S. Treasuries - - - Certificates of deposit - - - - Municipal securities - U.S. government agency securities - Long-term: Municipal securities - U.S. government agency securities - - - - - - Available-for-sale Variable rate demand notes - - - - Total $ $ $ $ $ - Trading Short-term: Auction rate securities Long-term: Auction rate securities - Total $ December 31, 2014 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Continuous Unrealized Loss Position less than 12 Months Continuous Unrealized Loss Position greater than 12 Months Held-to-Maturity Short-term: Commercial paper $ $ - $ $ $ - $ - Municipal securities - - - U.S. government agency securities - - - Long-term: Municipal securities - - - Available-for-sale Variable rate demand notes - - - - Total $ $ $ $ - $ - Trading Short-term: Auction rate securities Long-term: Auction rate securities - Total $ |
Summarizes the underlying contractual maturities of the Company's investments | June 30, 2015 December 31, 2014 Amortized Cost Fair Value Amortized Cost Fair Value Less than 1 year: Commercial paper $ $ $ $ U.S. Treasuries - - Certificates of deposit - - Municipal securities U.S. government agency securities Due 1 - 10 years: Municipal securities Due 11 - 20 years: Auction rate securities Due 21 - 30 years: Variable rate demand notes Total $ $ $ $ |
FAIR VALUE OF CERTAIN FINANCI30
FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES | |
Schedule of financial assets and liabilities recorded at fair value on a recurring basis | June 30, 2015 Level 1 Level 2 Level 3 Total Cash $ $ - $ - $ Money market funds - - Commercial paper - - U.S. Treasuries - - Certificates of deposit - - Municipal securities - - U.S. government agency securities - - Variable rate demand notes - - Auction rate securities - - Put option related to auction rate securities - - Foreign currency derivatives - - Total $ $ $ $ Amounts included in: Cash and cash equivalents $ $ $ - $ Short-term investments - Accounts receivable, net - - Investments - - Prepaid expenses and other current assets - - Accrued liabilities - - Total $ $ $ $ December 31, 2014 Level 1 Level 2 Level 3 Total Cash $ $ - $ - $ Money market funds - - Commercial paper - - Municipal securities - - U.S. government agency securities - - Variable rate demand notes - - Auction rate securities - - Put option related to auction rate securities - - Foreign currency derivatives - - Total $ $ $ $ Amounts included in: Cash and cash equivalents $ $ $ - $ Short-term investments - Accounts receivable, net - - Investments - - Prepaid expenses and other current assets - - Accrued liabilities - - Total $ $ $ $ |
Summary of changes in fair value of the Company's Level 3 financial assets | Three-Months Ended June 30, 2015 Three-Months Ended June 30, 2014 Auction Rate Securities Put Options Auction Rate Securities Put Options Opening Balance $ $ $ $ Transfers into Level 3 - - - - Transfers out of Level 3 - - - - Total gains (losses) for the period: Included in earnings Included in other comprehensive income - - - - Settlements - - Closing Balance $ $ $ $ Six-Months Ended June 30, 2015 Six-Months Ended June 30, 2014 Auction Rate Securities Put Options Auction Rate Securities Put Options Opening Balance $ $ $ $ Transfers into Level 3 - - - - Transfers out of Level 3 - - - - Total gains (losses) for the period: Included in earnings Included in other comprehensive income - - - - Settlements - - Closing Balance $ $ $ $ |
DERIVATIVE INSTRUMENTS AND HE31
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |
Schedule of notional amount and fair value of all outstanding foreign currency derivative instruments in the condensed consolidated balance sheets | June 30, 2015 Derivatives not designated as hedging instruments under FASB ASC 815-20 Notional Amount Fair Value Balance Sheet Location Assets: Foreign currency exchange contracts: Receive USD/pay GBP $ $ Accounts receivable, net Receive USD/pay CAD Accounts receivable, net Receive USD/pay MXN Accounts receivable, net Receive USD/pay COP Accounts receivable, net Liabilities: Foreign currency exchange contracts: Receive EUR/pay USD $ $ Accrued liabilities Receive USD/pay AUD Accrued liabilities Receive USD/pay JPY Accrued liabilities Receive USD/pay ZAR Accrued liabilities Receive USD/pay CLP Accrued liabilities December 31, 2014 Derivatives not designated as hedging instruments under FASB ASC 815-20 Notional Amount Fair Value Balance Sheet Location Assets: Foreign currency exchange contracts: Receive CAD/pay USD $ $ Accounts receivable, net Liabilities: Foreign currency exchange contracts: Receive EUR/pay USD $ $ Accrued liabilities Receive USD/pay AUD Accrued liabilities Receive USD/pay JPY Accrued liabilities Receive USD/pay ZAR Accrued liabilities Receive USD/pay MXN Accrued liabilities Receive USD/pay CLP Accrued liabilities Receive USD/pay COP Accrued liabilities |
Schedule of net losses on derivative instruments in the condensed consolidated statements of income | Amount of loss recognized in income on derivatives Three-months ended Derivatives not designated as hedging instruments under FASB ASC 815-20 Location of loss recognized in income on derivatives June 30, 2015 June 30, 2014 Foreign currency exchange contracts Interest and other income, net $ $ Amount of loss recognized in income on derivatives Six-months ended Derivatives not designated as hedging instruments under FASB ASC 815-20 Location of loss recognized in income on derivatives June 30, 2015 June 30, 2014 Foreign currency exchange contracts Interest and other income, net $ $ |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
INVENTORIES | |
Schedule of inventories | June 30, 2015 December 31, 2014 Raw materials $ $ Finished goods $ $ |
PROPERTY AND EQUIPMENT, Net (Ta
PROPERTY AND EQUIPMENT, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
PROPERTY AND EQUIPMENT, Net | |
Schedule of property and equipment | June 30, 2015 December 31, 2014 Land $ $ Leasehold improvements Furniture and fixtures Office and computer equipment Computer software Equipment Buildings Vehicles Less: accumulated depreciation and amortization $ $ |
GOODWILL AND OTHER INTANGIBLE34
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
GOODWILL AND OTHER INTANGIBLE ASSETS. | |
Schedule of Goodwill | Finished Goods Concentrate Total Balance at December 31, 2014 $ - $ - $ - Acquisitions Balance at June 30, 2015 $ $ $ |
Schedule of intangibles | June 30, 2015 December 31, 2014 Amortizing intangibles $ $ Accumulated amortization Non-amortizing intangibles $ $ |
ACCUMULATED OTHER COMPREHENSI35
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | |
Changes in accumulated other comprehensive loss by component, after tax | Currency Translation Losses Balance at December 31, 2014 $ Other comprehensive loss before reclassifications - Amounts reclassified from accumulated other comprehensive loss - Net current-period other comprehensive loss Balance at June 30, 2015 $ |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
STOCK-BASED COMPENSATION | |
Schedule of weighted-average assumptions used to estimate the fair value of options granted | Three-Months Ended June 30, Six-Months Ended June 30, 2015 2014 2015 2014 Dividend yield Expected volatility Risk-free interest rate Expected term 5.8 years 5.6 years 5.8 years 5.9 years |
Summary of Company's activities with respect to its stock option plans | Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Options Shares (In thousands) Price Per Share Term (In years) Aggregate Intrinsic Value Outstanding at January 1, 2015 $ $ Granted 01/01/15 - 03/31/15 $ Granted 04/01/15 - 06/30/15 $ Exercised $ Cancelled or forfeited $ Outstanding at June 30, 2015 $ $ Vested and expected to vest in the future at June 30, 2015 $ $ Exercisable at June 30, 2015 $ $ |
Summary of Company's activities with respect to non-vested restricted stock awards and non-vested restricted stock units | Weighted Number of Average Shares (in Grant-Date thousands) Fair Value Non-vested at January 1, 2015 $ Granted 01/01/15 - 03/31/15 $ Granted 04/01/15 - 06/30/15 Vested $ Forfeited/cancelled $ Non-vested at June 30, 2015 $ |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
INCOME TAXES | |
Schedule of roll-forward of the Company's total gross unrecognized tax benefits, not including interest and penalties | Gross Unrecognized Tax Benefits Balance at December 31, 2014 $ Additions for tax positions related to the current year - Additions for tax positions related to the prior year - Decreases related to settlement with taxing authority - Balance at June 30, 2015 $ |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
EARNINGS PER SHARE | |
Schedule of reconciliation of the weighted average shares used in the basic and diluted earnings per common share computations | Three-Months Ended Six-Months Ended June 30, June 30, 2015 2014 2015 2014 Weighted-average shares outstanding: Basic Dilutive securities Diluted |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
SEGMENT INFORMATION | |
Schedule of net revenues and other financial information by segment | Three-Months Ended Six-Months Ended June 30, June 30, 2015 2014 2015 2014 Net sales: Finished Products (1) $ $ $ $ Concentrate - - Other Corporate and unallocated - - - - $ $ $ $ Three-Months Ended Six-Months Ended June 30, June 30, 2015 2014 2015 2014 Operating Income: Finished Products (1) (2) $ $ $ $ Concentrate - - Other (3) Corporate and unallocated $ $ $ $ Three-Months Ended Six-Months Ended June 30, June 30, 2015 2014 2015 2014 Income before tax: Finished Products (1) (2) $ $ $ $ Concentrate - - Other (3) Corporate and unallocated $ $ $ $ (1) Includes $3.2 million and $3.8 million for the three-months ended June 30, 2015 and 2014, respectively, related to the recognition of deferred revenue. Includes $46.5 million and $7.5 million for the six-months ended June 30, 2015 and 2014, respectively, related to the recognition of deferred revenue. (2) Includes $12.2 million and $0.5 million for the three-months ended June 30, 2015 and 2014, respectively, related to distributor termination costs. Includes $218.2 million and $0.5 million for the six-months ended June 30, 2015 and 2014, respectively, related to distributor termination costs. (3) Includes $161.5 million gain on the sale of Monster Non-Energy for the three- and six-months ended June 30, 2015. Three-Months Ended Six-Months Ended June 30, June 30, 2015 2014 2015 2014 Depreciation and amortization Finished Products $ $ $ $ Concentrate - - Other Corporate and unallocated $ $ $ $ June 30, December 31, 2015 2014 Goodwill and other intangible assets: Finished Products $ $ Concentrate - Other - Corporate and unallocated - - $ $ |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
RELATED PARTY TRANSACTIONS | |
Schedule of related party transactions | June 30, 2015 December 31, 2014 Accounts receivable, net $ $ Accounts payable $ $ Accrued promotional allowances $ $ |
ACQUISITIONS AND DIVESTITURES41
ACQUISITIONS AND DIVESTITURES (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 10, 2015 | Jun. 12, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
ACQUISITIONS AND DIVESTITURES | ||||
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 | ||
TCCC | 40% Target | ||||
ACQUISITIONS AND DIVESTITURES | ||||
Percentage of target sales | 40.00% | |||
Escrow Release | $ 375 | |||
TCCC | 50% Target | ||||
ACQUISITIONS AND DIVESTITURES | ||||
Percentage of target sales | 50.00% | |||
Escrow Release | $ 312.5 | |||
TCCC | 60% Target | ||||
ACQUISITIONS AND DIVESTITURES | ||||
Percentage of target sales | 60.00% | |||
Escrow Release | $ 250 | |||
TCCC | 70% Target | ||||
ACQUISITIONS AND DIVESTITURES | ||||
Percentage of target sales | 70.00% | |||
Escrow Release | $ 187.5 | |||
TCCC | 80% Target | ||||
ACQUISITIONS AND DIVESTITURES | ||||
Percentage of target sales | 80.00% | |||
Escrow Release | $ 125 | |||
TCCC | 90% Target | ||||
ACQUISITIONS AND DIVESTITURES | ||||
Percentage of target sales | 90.00% | |||
Escrow Release | $ 62.5 | |||
TCCC | 95% Target | ||||
ACQUISITIONS AND DIVESTITURES | ||||
Percentage of target sales | 95.00% | |||
TCCC | Forecast | ||||
ACQUISITIONS AND DIVESTITURES | ||||
Percentage of target sales transitioned | 89.00% | |||
Coca-Cola Transaction Asset Transfer Agreement | ||||
ACQUISITIONS AND DIVESTITURES | ||||
Number of shares into which each outstanding common share is converted in the merger | 1 | |||
Coca-Cola Transaction Asset Transfer Agreement | TCCC | ||||
ACQUISITIONS AND DIVESTITURES | ||||
Common stock shares issued newly | 34,040,534 | |||
Ownership interest (as a percent) | 16.70% | |||
Net cash payment received | $ 2,150 | |||
Amount held in escrow | $ 125 | $ 125 | ||
Old Monster | ||||
ACQUISITIONS AND DIVESTITURES | ||||
Common stock, par value (in dollars per share) | $ 0.005 |
ACQUISITIONS AND DIVESTITURES42
ACQUISITIONS AND DIVESTITURES (Details 2) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Jun. 12, 2015 | Aug. 14, 2014 | Jun. 30, 2015 | Jun. 30, 2015 |
Goodwill | $ 1,287,777 | $ 1,287,777 | ||
Gain of disposal of Monster Non-Energy | $ 161,470 | $ 161,470 | ||
TCCC | ||||
Number of shares issued for acquisition | 22.2 | |||
Consideration amount paid in equity shares | $ 1,647,333 | |||
Goodwill | (143,561) | |||
Cash and escrow receivable | 2,150,000 | |||
Identifiable assets acquired and liabilities assumed | 3,671,802 | |||
Consideration transferred | $ 3,671,802 | |||
Percentage of shares issued as consideration | 65.20% | |||
Cash consideration allocated to issue of shares | $ 1,600,000 | |||
Closing market price of common stock (in dollars per share) | $ 71.65 | |||
TCCC | New and Amended U.S. Distribution Rights | ||||
Consideration transferred | 304,658 | |||
TCCC | Non-Energy Business | ||||
Consideration transferred | $ 198,009 | |||
KO Energy | ||||
Fair value of acquired business | $ 880,100 | |||
KO Energy | TCCC | ||||
Number of shares issued for acquisition | 11.8 | 11.8 | ||
Consideration amount paid in equity shares | $ 1,521,802 | |||
Inventories | 6,144 | |||
Accounts payable | (2,758) | |||
Goodwill | 1,287,777 | |||
Consideration transferred | $ 1,500,000 | |||
Closing market price of common stock (in dollars per share) | $ 128.39 | |||
KO Energy | TCCC | Trademarks | ||||
Non-amortizing intangible assets | $ 325,500 | |||
KO Energy | TCCC | Other Intangible Assets | ||||
Non-amortizing intangible assets | 13,700 | |||
KO Energy | TCCC | Customer Relationships | ||||
Amortizing intangible assets | $ 35,000 | |||
Old Monster | TCCC | ||||
Number of shares issued for acquisition | 34 | |||
Old Monster | KO Energy | TCCC | ||||
Percentage of shares issued as consideration | 34.80% |
ACQUISITIONS AND DIVESTITURES43
ACQUISITIONS AND DIVESTITURES (Details 3) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Gain of disposal of Monster Non-Energy | $ 161,470,000 | $ 161,470,000 | |||
Net sales | 693,722,000 | $ 687,199,000 | 1,320,512,000 | $ 1,223,329,000 | |
Net income | 229,004,000 | 141,003,000 | 233,417,000 | 236,254,000 | |
Business Acquisition, Pro Forma Information [Abstract] | |||||
Net sales | 724,717,000 | 732,862,000 | 1,404,712,000 | 1,324,220,000 | |
Net income | 157,829,000 | 168,761,000 | 195,503,000 | 291,847,000 | |
Net sales: | |||||
Amortization of deferred revenue | 3,089,000 | ||||
Net income: | |||||
Amortization of deferred revenue | 3,089,000 | ||||
To record sales commissions | (6,431,000) | ||||
Amortization of in intangible assets | 300,000 | 100,000 | 300,000 | 250,000 | |
To eliminate TCCC Transaction expenses | 11,536,000 | ||||
Estimated provision for income taxes on pro-forma income | (2,616,000) | ||||
Total | (11,659,000) | ||||
U.S. Federal tax expense at statutory rates | 38.5 | ||||
Monster Beverage Corporation | |||||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Net sales | 693,722,000 | 687,199,000 | 1,320,512,000 | 1,223,329,000 | |
Net income | 229,004,000 | 141,003,000 | 233,417,000 | 236,254,000 | |
Monster Beverage Corporation | KO Energy | |||||
Net sales | $ 13,000,000 | ||||
Net income | 5,800,000 | ||||
KO Energy | |||||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Net sales | 57,422,000 | 85,608,000 | 138,127,000 | 171,216,000 | |
Net income | 41,136,000 | 54,614,000 | 100,575,000 | 109,228,000 | |
Net income: | |||||
Amortization of in intangible assets | (1,400,000) | ||||
Estimated provision for income taxes on pro-forma income | (15,837,000) | ||||
Disposal of Monster Non-Energy | |||||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Net sales | (29,516,000) | (43,796,000) | (60,824,000) | (77,984,000) | |
Net income | (100,652,000) | (1,878,000) | (101,881,000) | (3,021,000) | |
Other | |||||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Net sales | 3,089,000 | 3,851,000 | 6,897,000 | 7,659,000 | |
Net income | $ (11,659,000) | $ (24,978,000) | $ (36,608,000) | $ (50,614,000) | |
KO Energy | |||||
Net sales | 13,000,000 | ||||
Net income | $ 5,800,000 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Held to Maturity and Available-for-sale | |||
Held to maturity and available-for-sale securities, Amortized Cost | $ 1,283,976 | $ 820,164 | |
Held to maturity and available-for-sale securities, Gross Unrealized Holding Gains | 148 | $ 115 | |
Held to maturity and available-for-sale securities, Gross Unrealized Holding Losses | 57 | 3 | |
Held to maturity and available-for-sale securities, Fair Value | 1,284,067 | 820,276 | |
Held to maturity and available-for-sale securities, Continuous Unrealized Loss Position less than 12 Months | 57 | ||
Held to Maturity, Available-for-sale, and Trading | |||
Investments, Fair Value Disclosure | 1,287,313 | 824,186 | |
U.S. Treasuries | |||
Held-to-Maturity | |||
Amortized Cost | 74,981 | ||
Gross Unrealized Holding Gains | 6 | ||
Fair Value | 74,987 | ||
Held to Maturity, Available-for-sale, and Trading | |||
Investments, Fair Value Disclosure | 74,987 | ||
Certificates of deposit | |||
Held-to-Maturity | |||
Amortized Cost | 32,001 | ||
Fair Value | 32,001 | ||
Held to Maturity, Available-for-sale, and Trading | |||
Investments, Fair Value Disclosure | 32,001 | ||
Variable rate demand notes | |||
Held-to-Maturity | |||
Amortized Cost | 4,001 | ||
Fair Value | 4,001 | ||
Available-for-sale | |||
Amortized Cost | 3,901 | ||
Fair Value | 3,901 | ||
Short-term | Commercial paper | |||
Held-to-Maturity | |||
Amortized Cost | 182,130 | 19,482 | |
Gross Unrealized Holding Losses | 2 | ||
Fair Value | 182,130 | 19,480 | |
Short-term | Municipal securities | |||
Held-to-Maturity | |||
Amortized Cost | 587,740 | 744,542 | |
Gross Unrealized Holding Gains | 82 | 105 | |
Gross Unrealized Holding Losses | 42 | ||
Fair Value | 587,780 | 744,647 | |
Continuous Unrealized Loss Position less than 12 Months | 42 | ||
Short-term | U.S. government agency securities | |||
Held-to-Maturity | |||
Amortized Cost | 350,859 | 9,199 | |
Gross Unrealized Holding Gains | 27 | ||
Gross Unrealized Holding Losses | 10 | 1 | |
Fair Value | 350,876 | 9,198 | |
Continuous Unrealized Loss Position less than 12 Months | 10 | ||
Short-term | Auction rate securities | |||
Trading | |||
Fair Value | 3,246 | 3,910 | |
Long-term | Municipal securities | |||
Held-to-Maturity | |||
Amortized Cost | 52,364 | 42,940 | |
Gross Unrealized Holding Gains | 33 | 10 | |
Gross Unrealized Holding Losses | 5 | ||
Fair Value | 52,392 | $ 42,950 | |
Continuous Unrealized Loss Position less than 12 Months | $ 5 |
INVESTMENTS (Details 2)
INVESTMENTS (Details 2) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Investments | ||
Amortized Cost | $ 1,287,222 | $ 824,074 |
Fair Value | 1,287,313 | 824,186 |
U.S. Treasuries | ||
Investments | ||
Amortized Cost | 74,981 | |
Fair Value | 74,987 | |
Certificates of deposit | ||
Investments | ||
Amortized Cost | 32,001 | |
Fair Value | 32,001 | |
Commercial paper | Less than 1 year | ||
Investments | ||
Amortized Cost | 182,130 | 19,482 |
Fair Value | 182,130 | 19,480 |
Municipal securities | Less than 1 year | ||
Investments | ||
Amortized Cost | 587,740 | 744,542 |
Fair Value | 587,780 | 744,647 |
Municipal securities | Due 1 - 10 years | ||
Investments | ||
Amortized Cost | 52,364 | 42,940 |
Fair Value | 52,392 | 42,950 |
U.S. government agency securities | Less than 1 year | ||
Investments | ||
Amortized Cost | 350,859 | 9,199 |
Fair Value | 350,876 | 9,198 |
Variable rate demand notes | Due 21 - 30 years | ||
Investments | ||
Amortized Cost | 3,901 | 4,001 |
Fair Value | 3,901 | 4,001 |
Auction rate securities | Due 11 - 20 years | ||
Investments | ||
Amortized Cost | 3,246 | 3,910 |
Fair Value | $ 3,246 | $ 3,910 |
FAIR VALUE OF CERTAIN FINANCI46
FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Level 1 | ||
Fair value of certain assets | ||
Cash | $ 174,404 | $ 196,090 |
Assets measured at fair value | 863,338 | 303,018 |
Level 1 | Money market funds | ||
Fair value of certain assets | ||
Assets measured at fair value | 688,934 | 106,928 |
Level 2 | ||
Fair value of certain assets | ||
Foreign currency derivatives | (252) | |
Assets measured at fair value | 2,116,933 | 887,217 |
Level 2 | Commercial paper | ||
Fair value of certain assets | ||
Assets measured at fair value | 365,364 | 19,482 |
Level 2 | Municipal securities | ||
Fair value of certain assets | ||
Assets measured at fair value | 662,874 | 854,787 |
Level 2 | U.S. government agency securities | ||
Fair value of certain assets | ||
Assets measured at fair value | 925,811 | 9,199 |
Level 2 | Variable rate demand notes | ||
Fair value of certain assets | ||
Assets measured at fair value | 3,901 | 4,001 |
Level 2 | U.S. Treasuries | ||
Fair value of certain assets | ||
Assets measured at fair value | 74,981 | |
Level 2 | Certificates of deposit | ||
Fair value of certain assets | ||
Assets measured at fair value | 84,002 | |
Level 3 | ||
Fair value of certain assets | ||
Foreign currency derivatives | (139) | |
Assets measured at fair value | 3,296 | 4,160 |
Level 3 | Auction rate securities | ||
Fair value of certain assets | ||
Assets measured at fair value | 3,246 | 3,910 |
Level 3 | Put options | ||
Fair value of certain assets | ||
Assets measured at fair value | 189 | 250 |
Total fair value | ||
Fair value of certain assets | ||
Cash | 174,404 | 196,090 |
Foreign currency derivatives | (139) | (252) |
Assets measured at fair value | 2,983,567 | 1,194,395 |
Total fair value | Money market funds | ||
Fair value of certain assets | ||
Assets measured at fair value | 688,934 | 106,928 |
Total fair value | Commercial paper | ||
Fair value of certain assets | ||
Assets measured at fair value | 365,364 | 19,482 |
Total fair value | Municipal securities | ||
Fair value of certain assets | ||
Assets measured at fair value | 662,874 | 854,787 |
Total fair value | U.S. government agency securities | ||
Fair value of certain assets | ||
Assets measured at fair value | 925,811 | 9,199 |
Total fair value | Variable rate demand notes | ||
Fair value of certain assets | ||
Assets measured at fair value | 3,901 | 4,001 |
Total fair value | Auction rate securities | ||
Fair value of certain assets | ||
Assets measured at fair value | 3,246 | 3,910 |
Total fair value | Put options | ||
Fair value of certain assets | ||
Assets measured at fair value | 189 | $ 250 |
Total fair value | U.S. Treasuries | ||
Fair value of certain assets | ||
Assets measured at fair value | 74,981 | |
Total fair value | Certificates of deposit | ||
Fair value of certain assets | ||
Assets measured at fair value | $ 84,002 |
FAIR VALUE OF CERTAIN FINANCI47
FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES (Details 2) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Fair value amounts included in the carrying value of | ||||
Cash and cash equivalents | $ 1,696,295 | $ 370,323 | $ 373,051 | $ 211,349 |
Short-term investments | 1,234,858 | 781,134 | ||
Investments | 52,364 | 42,940 | ||
Asset transfers between Level 1 and Level 2 measurements | 0 | 0 | ||
Level 1 | ||||
Fair value amounts included in the carrying value of | ||||
Cash and cash equivalents | 863,338 | 303,018 | ||
Total | 863,338 | 303,018 | ||
Level 2 | ||||
Fair value amounts included in the carrying value of | ||||
Cash and cash equivalents | 832,957 | 67,305 | ||
Short-term investments | 1,231,612 | 777,224 | ||
Accounts receivable, net | 83 | |||
Investments | 52,364 | 42,940 | ||
Accrued liabilities | (335) | |||
Total | 2,116,933 | 887,217 | ||
Level 3 | ||||
Fair value amounts included in the carrying value of | ||||
Short-term investments | 3,246 | 3,910 | ||
Accounts receivable, net | 139 | |||
Prepaid expenses and other current assets | 189 | 250 | ||
Accrued liabilities | (278) | |||
Total | 3,296 | 4,160 | ||
Total fair value | ||||
Fair value amounts included in the carrying value of | ||||
Cash and cash equivalents | 1,696,295 | 370,323 | ||
Short-term investments | 1,234,858 | 781,134 | ||
Accounts receivable, net | 139 | 83 | ||
Investments | 52,364 | 42,940 | ||
Prepaid expenses and other current assets | 189 | 250 | ||
Accrued liabilities | (278) | (335) | ||
Total | $ 2,983,567 | $ 1,194,395 |
FAIR VALUE OF CERTAIN FINANCI48
FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES (Details 3) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 02, 2013 | Jul. 02, 2013 | Jun. 30, 2011 | |
ARS Agreement | ||||||||
Amortized Cost | $ 1,287,222 | $ 824,074 | ||||||
Auction rate securities | ||||||||
ARS Agreement | ||||||||
Face value of investments | 3,400 | |||||||
Amortized Cost | 3,200 | |||||||
Trading auction rate securities, in short-term and long-term investments | 3,200 | |||||||
Impairment of investments, trading securities | 200 | |||||||
2011 ARS Agreement | ||||||||
ARS Agreement | ||||||||
Amount of securities of par value | $ 24,500 | |||||||
Redemption of investment securities at par through normal market channels | 700 | $ 13,100 | $ 2,300 | $ 1,300 | $ 3,700 | |||
Put options | ||||||||
ARS Agreement | ||||||||
Redemption of investment securities through the exercise of the put option | 1,700 | |||||||
2011 Put Option | ||||||||
ARS Agreement | ||||||||
Fair market value of investments | $ 200 | |||||||
2011 Put Option | Maximum | ||||||||
ARS Agreement | ||||||||
Amount of securities of par value | $ 1,000 | $ 1,000 |
FAIR VALUE OF CERTAIN FINANCI49
FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Auction rate securities | ||||
Fair value of level 3 financial assets, roll forward | ||||
Balance at the beginning of the period | $ 14,526 | $ 3,910 | $ 16,184 | |
Total gains (losses) for the period: Included in earnings | $ 61 | 17 | 61 | 84 |
Settlements | (725) | (1,724) | (725) | (3,449) |
Balance at the end of the period | 3,246 | 12,819 | 3,246 | 12,819 |
Put options | ||||
Fair value of level 3 financial assets, roll forward | ||||
Balance at the beginning of the period | 1,024 | 250 | 1,092 | |
Total gains (losses) for the period: Included in earnings | (61) | (30) | (61) | (98) |
Balance at the end of the period | $ 189 | $ 994 | $ 189 | $ 994 |
DERIVATIVE INSTRUMENTS AND HE50
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Foreign currency exchange contracts | Maximum | |||||
Derivative Instruments and Hedging Activities | |||||
Term of derivative instrument | 1 month | ||||
Derivatives not designated as hedging instruments | Foreign currency exchange contracts | Interest and other income, net | |||||
Derivative Instruments and Hedging Activities | |||||
Amount of loss recognized in income on derivatives | $ (63) | $ (406) | $ (1,919) | $ (765) | |
Derivatives not designated as hedging instruments | Receive USD/pay GBP | Accounts receivables, net | |||||
Derivative Instruments and Hedging Activities | |||||
Notional amount, Assets | 4,406 | 4,406 | |||
Fair Value, Assets | 1 | 1 | |||
Derivatives not designated as hedging instruments | Receive USD/pay CAD | Accounts receivables, net | |||||
Derivative Instruments and Hedging Activities | |||||
Notional amount, Assets | 4,865 | 4,865 | |||
Fair Value, Assets | 60 | 60 | |||
Derivatives not designated as hedging instruments | Receive CAD/pay USD | Accounts receivables, net | |||||
Derivative Instruments and Hedging Activities | |||||
Notional amount, Liabilities | $ 19,940 | ||||
Fair Value, Liabilities | (83) | ||||
Derivatives not designated as hedging instruments | Receive EUR/pay USD | Accrued liabilities | |||||
Derivative Instruments and Hedging Activities | |||||
Notional amount, Liabilities | 15,517 | 15,517 | 13,265 | ||
Fair Value, Liabilities | 17 | 17 | 75 | ||
Derivatives not designated as hedging instruments | Receive USD/pay AUD | Accrued liabilities | |||||
Derivative Instruments and Hedging Activities | |||||
Notional amount, Liabilities | 8,551 | 8,551 | 8,343 | ||
Fair Value, Liabilities | 72 | 72 | 48 | ||
Derivatives not designated as hedging instruments | Receive USD/pay JPY | Accrued liabilities | |||||
Derivative Instruments and Hedging Activities | |||||
Notional amount, Liabilities | 9,241 | 9,241 | 10,620 | ||
Fair Value, Liabilities | 124 | 124 | 84 | ||
Derivatives not designated as hedging instruments | Receive USD/pay ZAR | Accrued liabilities | |||||
Derivative Instruments and Hedging Activities | |||||
Notional amount, Liabilities | 12,808 | 12,808 | 14,760 | ||
Fair Value, Liabilities | 54 | 54 | 105 | ||
Derivatives not designated as hedging instruments | Receive USD/pay MXN | Accounts receivables, net | |||||
Derivative Instruments and Hedging Activities | |||||
Notional amount, Liabilities | 7,455 | 7,455 | |||
Fair Value, Liabilities | (69) | (69) | |||
Derivatives not designated as hedging instruments | Receive USD/pay MXN | Accrued liabilities | |||||
Derivative Instruments and Hedging Activities | |||||
Notional amount, Liabilities | 4,961 | ||||
Fair Value, Liabilities | 11 | ||||
Derivatives not designated as hedging instruments | Receive USD/pay CLP | Accrued liabilities | |||||
Derivative Instruments and Hedging Activities | |||||
Notional amount, Liabilities | 3,813 | 3,813 | 2,685 | ||
Fair Value, Liabilities | 11 | 11 | 10 | ||
Derivatives not designated as hedging instruments | Receive USD/pay COP | Accounts receivables, net | |||||
Derivative Instruments and Hedging Activities | |||||
Notional amount, Liabilities | 1,329 | 1,329 | |||
Fair Value, Liabilities | $ (9) | $ (9) | |||
Derivatives not designated as hedging instruments | Receive USD/pay COP | Accrued liabilities | |||||
Derivative Instruments and Hedging Activities | |||||
Notional amount, Liabilities | 2,845 | ||||
Fair Value, Liabilities | $ 2 |
DERIVATIVE INSTRUMENTS AND HE51
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivatives not designated as hedging instruments | Foreign currency exchange contracts | Interest and other income, net | ||||
Net losses on derivative instruments | ||||
Amount of loss recognized in income on derivatives | $ (63) | $ (406) | $ (1,919) | $ (765) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
INVENTORIES | ||
Raw materials | $ 58,586 | $ 59,938 |
Finished goods | 122,306 | 114,635 |
Inventories, net | $ 180,892 | $ 174,573 |
PROPERTY AND EQUIPMENT, Net (De
PROPERTY AND EQUIPMENT, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property and equipment, net | ||
Property and equipment, gross | $ 186,485 | $ 173,735 |
Less: accumulated depreciation and amortization | (93,947) | (83,579) |
Property and equipment, net | 92,538 | 90,156 |
Land | ||
Property and equipment, net | ||
Property and equipment, gross | 6,792 | 6,792 |
Leasehold improvements | ||
Property and equipment, net | ||
Property and equipment, gross | 2,807 | 2,796 |
Furniture and fixtures | ||
Property and equipment, net | ||
Property and equipment, gross | 3,487 | 3,371 |
Office and computer equipment | ||
Property and equipment, net | ||
Property and equipment, gross | 10,519 | 10,072 |
Computer software | ||
Property and equipment, net | ||
Property and equipment, gross | 1,955 | 1,317 |
Equipment | ||
Property and equipment, net | ||
Property and equipment, gross | 92,807 | 84,263 |
Building | ||
Property and equipment, net | ||
Property and equipment, gross | 39,096 | 37,311 |
Vehicles | ||
Property and equipment, net | ||
Property and equipment, gross | $ 29,022 | $ 27,813 |
GOODWILL AND OTHER INTANGIBLE54
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - Counterparty Name [Domain] - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | |||||
Acquisitions | $ 1,287,777,000 | ||||
Goodwill, Ending Balance | $ 1,287,777,000 | 1,287,777,000 | |||
Amortizing intangibles | 35,249,000 | 35,249,000 | $ 233,000 | ||
Accumulated amortization | (396,000) | (396,000) | (50,000) | ||
Amortizing intangibles, net | 34,853,000 | 34,853,000 | 183,000 | ||
Non-amortizing intangibles | 393,313,000 | 393,313,000 | 50,565,000 | ||
Intangible, net | 428,166,000 | $ 428,166,000 | $ 50,748,000 | ||
Useful life of intangible assets | 5 years | ||||
Amortization expense | 300,000 | $ 100,000 | $ 300,000 | $ 250,000 | |
Finished goods | |||||
Goodwill [Roll Forward] | |||||
Acquisitions | 785,277,000 | ||||
Goodwill, Ending Balance | 785,277,000 | 785,277,000 | |||
Concentrate | |||||
Goodwill [Roll Forward] | |||||
Acquisitions | 502,500,000 | ||||
Goodwill, Ending Balance | $ 502,500,000 | $ 502,500,000 |
DISTRIBUTION AGREEMENTS (Detail
DISTRIBUTION AGREEMENTS (Details) - USD ($) $ in Millions | Aug. 10, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Termination costs | $ 12.2 | $ 218.2 | |||
Distribution agreement, revenue recognition period | 20 years | ||||
Revenue recognized | 3.2 | $ 3.8 | $ 46.5 | $ 7.5 | |
Amortization of deferred revenue | $ 39.8 | $ 39.8 | |||
Forecast | TCCC | |||||
Percentage Of Target Sales Achieved | 89.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail) $ in Millions | 1 Months Ended | 6 Months Ended |
Apr. 30, 2015USD ($)a | Jun. 30, 2015USD ($) | |
Commitments and Contingencies | ||
Aggregate contractual obligations | $ 87.2 | |
Aggregate operating lease commitments | 11.2 | |
Number of acres of vacant land acquired | a | 56 | |
Purchase price | $ 38.1 | |
Raw material items | ||
Commitments and Contingencies | ||
Purchase Commitments | $ 39.3 | |
Period over which obligations will be paid | 1 year |
COMMITMENTS AND CONTINGENCIES57
COMMITMENTS AND CONTINGENCIES (Details 2) $ in Millions | Jun. 30, 2015USD ($) |
COMMITMENTS AND CONTINGENCIES | |
Accrued loss contingencies | $ 2.4 |
Receivables for insurance reimbursements | $ 1.2 |
ACCUMULATED OTHER COMPREHENSI58
ACCUMULATED OTHER COMPREHENSIVE LOSS (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Components of accumulated other comprehensive loss: | |
Balance at the beginning of the period | $ (11,453) |
Balance at the end of the period | (19,073) |
Currency Translation Losses | |
Components of accumulated other comprehensive loss: | |
Balance at the beginning of the period | 11,453 |
Net current-period other comprehensive loss | 7,620 |
Balance at the end of the period | $ 19,073 |
TREASURY STOCK (Details)
TREASURY STOCK (Details) - USD ($) shares in Thousands, $ in Millions | Jun. 12, 2015 | Apr. 07, 2013 | Jun. 30, 2015 | Jun. 12, 2015 | Jun. 30, 2015 | Jun. 30, 2015 |
TREASURY STOCK PURCHASE | ||||||
Treasury stock shares cancelled | 41,500 | 41,500 | ||||
Treasury stock cancelled value | $ 1,482.6 | |||||
Number of shares repurchased of common stock from employees in lieu of cash or withholding taxes due | 1 | |||||
Cash payment for repurchase of common stock from employees in lieu of cash or withholding taxes due | $ 0.1 | $ 160.7 | ||||
April 2013 Repurchase Plan | ||||||
TREASURY STOCK PURCHASE | ||||||
Common stock repurchased | $ 200 | |||||
Common stock repurchased (in shares) | 0 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)plan | Jun. 30, 2014USD ($) | |
Stock-based compensation | ||||
Stock-based compensation plans | plan | 2 | |||
Compensation expense on share-based plans | $ 8.5 | $ 8.1 | $ 14.8 | $ 15.1 |
Stock options | ||||
Stock-based compensation | ||||
Excess tax benefit realized for tax deductions from non-qualified stock option exercises and disqualifying dispositions of incentive stock options | $ 115.6 | $ 0.7 | $ 300.3 | $ 3.3 |
STOCK-BASED COMPENSATION (Det61
STOCK-BASED COMPENSATION (Details 2) - Stock options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Weighted-average assumptions used to estimate the fair value of options granted | ||||||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% | ||
Expected volatility (as a percent) | 37.00% | 37.40% | 37.10% | 42.40% | ||
Risk-free interest rate (as a percent) | 1.50% | 1.60% | 1.60% | 1.60% | ||
Expected term | 5 years 9 months 18 days | 5 years 7 months 6 days | 5 years 9 months 18 days | 5 years 10 months 24 days | ||
Stock Options, Number of Shares | ||||||
Balance at the beginning of the period (in shares) | 13,066 | 13,066 | ||||
Granted (in shares) | 33 | 903 | ||||
Exercised (in shares) | (7,052) | |||||
Cancelled or forfeited (in shares) | (60) | |||||
Balance at the end of the period (in shares) | 6,890 | 6,890 | 13,066 | |||
Vested and expected to vest in the future at the end of the period (in shares) | 6,446 | 6,446 | ||||
Exercisable at the end of the period (in shares) | 4,052 | 4,052 | ||||
Stock options, Weighted-Average Exercise Price Per Share | ||||||
Balance at the beginning of the period (in dollars per share) | $ 19.73 | $ 19.73 | ||||
Granted (in dollars per share) | $ 133.43 | $ 133.68 | ||||
Exercised (in dollars per share) | 5.93 | |||||
Cancelled or forfeited (in dollars per share) | 57.50 | |||||
Balance at the end of the period (in dollars per share) | 49.01 | 49.01 | $ 19.73 | |||
Vested and expected to vest in the future at the end of the period (in dollars per share) | 45.78 | 45.78 | ||||
Exercisable at the end of the period (in dollars per share) | $ 23.45 | $ 23.45 | ||||
Weighted-Average Remaining Contractual Term | ||||||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 6 years | 3 years 1 month 6 days | ||||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 6 years | 3 years 1 month 6 days | ||||
Vested and expected to vest in the future at the end of the period | 5 years 9 months 18 days | |||||
Exercisable at the end of the period | 4 years 2 months 12 days | |||||
Aggregate Intrinsic Value | ||||||
Balance at the beginning of the period | $ 1,158,412 | $ 1,158,412 | ||||
Balance at the end of the period | $ 586,962 | 586,962 | $ 1,158,412 | |||
Vested and expected to vest in the future at the end of the period | 569,888 | 569,888 | ||||
Exercisable at the end of the period | $ 448,009 | $ 448,009 |
STOCK-BASED COMPENSATION (Det62
STOCK-BASED COMPENSATION (Detail 3) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stock options | |||||
Stock-based compensation | |||||
Weighted-average grant-date fair value of options granted (in dollars per share) | $ 49.72 | $ 25.71 | $ 50.14 | $ 29.35 | |
Stock units and stock awards expected to vest (in shares) | 6,446,000 | 6,446,000 | |||
Total intrinsic value of options exercised | $ 314 | $ 3.7 | $ 829.7 | $ 15.1 | |
Cash received from option exercises | 22.7 | $ 2 | 41.7 | $ 7.7 | |
Total unrecognized compensation expense related to non-vested shares granted to employees | $ 81.6 | $ 81.6 | |||
Cost expected to be recognized over a weighted-average period | 3 years 1 month 6 days | ||||
Restricted stock units | |||||
Stock-based compensation | |||||
Stock units and stock awards expected to vest (in shares) | 200,000 | 200,000 | |||
Total unrecognized compensation expense related to non-vested shares granted to employees | $ 14.4 | $ 14.4 | |||
Cost expected to be recognized over a weighted-average period | 2 years 2 months 12 days | ||||
Number of Shares | |||||
Non-vested at the beginning of the period (in shares) | 149,000 | 149,000 | |||
Granted (in shares) | 83,000 | 0 | |||
Vested (in shares) | (21,000) | ||||
Forfeited/cancelled (in shares) | (11,000) | ||||
Non-vested at the end of the period (in shares) | 200,000 | 200,000 | |||
Weighted Average Grant-Date Fair Value | |||||
Non-vested at the beginning of the period (in dollars per share) | $ 61.09 | $ 61.09 | |||
Granted (in dollars per share) | $ 135.48 | $ 69 | 135.48 | $ 69 | |
Vested (in dollars per share) | 59.10 | ||||
Forfeited/cancelled (in dollars per share) | 61.66 | ||||
Non-vested at the end of the period (in dollars per share) | $ 91.94 | $ 91.94 |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Millions | Jun. 30, 2015USD ($) |
Gross unrecognized tax benefits, roll forward | |
Accrued interest and penalties related to unrecognized tax benefits | $ 0.5 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Weighted-average shares outstanding: | ||||
Basic | 176,985 | 167,098 | 173,447 | 167,006 |
Dilutive securities | 4,432 | 6,866 | 4,551 | 6,863 |
Diluted | 181,417 | 173,964 | 177,998 | 173,869 |
Options and awards outstanding excluded from the calculations as their effect would have been antidilutive (in shares) | 1,100 | 1,200 | 800 | 900 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)item | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment information | |||||
Number of reportable segments | item | 3 | ||||
Number of operating segments | item | 3 | ||||
Net sales | $ 693,722 | $ 687,199 | $ 1,320,512 | $ 1,223,329 | |
Operating income | 366,139 | 215,813 | 373,767 | 364,677 | |
Income before provision for income taxes | 365,124 | 215,991 | 373,985 | 365,009 | |
Depreciation, Depletion and Amortization | 13,249 | 12,995 | |||
Stock-based compensation expense | 8,500 | 8,100 | 14,800 | 15,100 | |
Revenue recognized | 3,200 | 3,800 | 46,500 | 7,500 | |
Accelerated Amortization Of Deferred Revenue Balances | 39,800 | 39,800 | |||
Gain (Loss) on Disposition of Business | 161,470 | 161,470 | |||
Operating segment | |||||
Segment information | |||||
Net sales | 693,722 | 687,199 | 1,320,512 | 1,223,329 | |
Operating income | 366,139 | 215,813 | 373,767 | 364,677 | |
Income before provision for income taxes | 365,124 | 215,991 | 373,985 | 365,009 | |
Depreciation, Depletion and Amortization | 6,780 | 6,545 | 13,249 | 12,995 | |
Goodwill and other intangible assets | 1,715,943 | 1,715,943 | $ 68,827 | ||
Corporate and Unallocated | |||||
Segment information | |||||
Operating income | (58,157) | (41,654) | (108,149) | (79,554) | |
Income before provision for income taxes | (59,361) | (41,748) | (108,194) | (79,521) | |
Depreciation, Depletion and Amortization | 1,250 | 1,445 | 2,525 | 2,869 | |
Payroll cost | 28,300 | 21,600 | 56,900 | 42,600 | |
Stock-based compensation expense | 8,500 | 8,100 | 14,800 | 15,100 | |
Professional service expenses | 21,800 | 15,300 | 6,300 | 25,400 | |
Other operating expenses | 8,100 | 4,800 | 4,900 | 11,600 | |
Direct Store Delivery ("DSD") | |||||
Segment information | |||||
Revenue recognized | 3,200 | 3,800 | |||
Distribution Agreements Termination Cost | 12,200 | 500 | 218,200 | 500 | |
Finished goods | |||||
Segment information | |||||
Net sales | 651,228 | 643,404 | 1,246,710 | 1,145,345 | |
Operating income | 251,551 | 254,414 | 307,172 | 439,317 | |
Income before provision for income taxes | 251,740 | 254,686 | 307,435 | 439,616 | |
Depreciation, Depletion and Amortization | 5,093 | 4,971 | 10,148 | 9,870 | |
Goodwill and other intangible assets | 839,588 | 839,588 | 50,748 | ||
Concentrate | |||||
Segment information | |||||
Net sales | 12,978 | 12,978 | |||
Operating income | 9,084 | 9,084 | |||
Income before provision for income taxes | 9,084 | 9,084 | |||
Depreciation, Depletion and Amortization | 345 | 345 | |||
Goodwill and other intangible assets | 876,355 | 876,355 | |||
Other | |||||
Segment information | |||||
Net sales | 29,516 | 43,795 | 60,824 | 77,984 | |
Operating income | 163,661 | 3,053 | 165,660 | 4,914 | |
Income before provision for income taxes | 163,661 | 3,053 | 165,660 | 4,914 | |
Depreciation, Depletion and Amortization | $ 92 | $ 129 | $ 231 | $ 256 | |
Goodwill and other intangible assets | $ 18,079 |
SEGMENT INFORMATION (Details 2)
SEGMENT INFORMATION (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment information | ||||
Net sales | $ 693,722 | $ 687,199 | $ 1,320,512 | $ 1,223,329 |
Outside United States | ||||
Segment information | ||||
Net sales | $ 151,300 | $ 148,400 | $ 264,300 | $ 264,100 |
Coca-Cola Refreshments ("CCR") | ||||
Segment information | ||||
Percentage of net sales from major customer | 45.00% | 28.00% | 40.00% | 29.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)item | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
TCCC | |||||
Related party transactions | |||||
Voting interest (as a percent) | 10.00% | 10.00% | |||
Net sales | $ 310,800 | $ 192,700 | $ 529,800 | $ 358,700 | |
Commission expense | 1,800 | 300 | 1,800 | 900 | |
Accounts receivable, net | 168,497 | 168,497 | $ 79,404 | ||
Accounts payable | 18,264 | 18,264 | 13,203 | ||
Accrued promotional allowances | 38,569 | $ 38,569 | $ 21,160 | ||
Directors and Officers that provide promotional materials | |||||
Related party transactions | |||||
Number of directors and officers who are principal owners of a company that provides promotional materials | item | 2 | ||||
Expenses incurred in connection with materials or services provided by a related party | $ 300 | $ 200 | $ 1,200 | $ 300 |
Uncategorized Items - mnst-2015
Label | Element | Value |
Unrecognized Tax Benefits | us-gaap_UnrecognizedTaxBenefits | $ 935 |
Unrecognized Tax Benefits | us-gaap_UnrecognizedTaxBenefits | $ 935 |