v3.26.3
Business Combination
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination BUSINESS COMBINATION
On July 22, 2026, the Company completed the acquisition of Copra, a super-premium Thai Nam Hom coconut water producer of private label and Copra branded products, that owns and operates a factory in Thailand, pursuant to an Agreement and Plan of Merger, whereby a wholly owned subsidiary of the Company merged with and into Copra, with Copra surviving as a wholly-owned subsidiary of the Company. Copra manufactures, markets, and distributes super-premium organic Thai coconut water and other coconut-based products, both under its own brand and as private label products, through CB Coconuts Co., Ltd., located in Ratchaburi Province, Thailand. The Company acquired Copra to expand its coconut-based product portfolio, add manufacturing capacity for Nam Hom coconut water in Thailand, and broaden its private label offerings.

The acquisition was accounted for as a business combination under ASC 805, Business Combinations ("ASC 805"), using the acquisition method. The results of Copra's operations have been included in the Company's consolidated financial statements from the acquisition date.

Purchase Consideration
The total purchase consideration allocated was as follows:
As of July 22, 2026
Cash consideration$147,592 
Fair value of the Vita Coco Company common stock issued35,000 
Fair value of Seller's earn-out55,100 
Total purchase consideration allocation $237,692 

The cash and equity consideration reflect the $182,592 aggregate merger consideration, paid approximately 81% in cash and 19% in shares of the Company's common stock. The number of shares issued was determined based on the volume-weighted average price of the Company's common stock for the 30 trading days ending two trading days prior to closing, subject to a collar. The equity consideration of $35,000 reflects the fair value of the 467,071 shares issued, measured using the closing price of the Company's common stock on the acquisition date in accordance with ASC 805.

The seller’s earn-out is comprised of the acquisition-date fair value of (1) deferred consideration and (2) contingent consideration payable based on the Gross Profit of the acquired business during the calculation period, which is calendar year 2028. The Seller's earnout is subject to a contractual floor of $45,000 and a cap of $100,000 and is payable in cash, Company common stock, or a combination thereof, at the Company's discretion. The Company estimated the acquisition-date fair value of the Seller's earnout using a Monte Carlo simulation that incorporated projected Gross Profit, the contractual floor and cap, volatility, and a risk-adjusted discount rate. The Seller's earnout is classified as a liability and will be remeasured to fair value at each reporting date, with changes recognized in earnings.

Preliminary Purchase Price Allocation

The Company has preliminarily allocated the consideration transferred to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The purchase price allocation remains preliminary as of September 30, 2026. The Company is continuing to evaluate working capital adjustments, contingent consideration, inventory fair values, property and equipment fair values, valuation of identifiable intangible assets, deferred tax impacts, and certain legal and tax matters. Accordingly, the preliminary allocation may change during the measurement period, not to exceed one year from the acquisition date as the Company finalizes its valuations of identifiable acquired intangible assets, inventory, property and equipment, deferred taxes, the working capital adjustment, and contingent consideration. The following table summarizes the preliminary allocation:
As of July 22, 2026
Assets Acquired
Cash and cash equivalents$8,340 
Accounts receivable5,199 
Inventory33,307 
Prepaid and other current assets1,228 
Property and equipment15,996 
Identifiable intangible assets108,100 
Other assets100 
Goodwill102,384 
Total assets acquired$274,654 
Liabilities Assumed
Accounts payable$8,351 
Accrued expenses and other liabilities3,896 
Deferred Tax Liability24,715 
Total liabilities assumed$36,962 
Net assets acquired$237,692 



Acquired Intangible Assets
The preliminary fair values and estimated useful lives of the identifiable intangible assets acquired were as follows:

Intangible AssetFair ValueUseful Life
Private label customer relationships$87,000 20 years
Retail customer relationships2,700 12 years
Private label trade name7,600 15 years
Retail trademarks10,800 Indefinite
Total identifiable intangible assets108,100 



The preliminary fair values of the Private Label trade name and Retail trademark were estimated using the relief-from-royalty method, while the preliminary fair values of the Private Label customer relationships and retail customer relationships were estimated using the multi-period excess earnings method. In order to determine the useful lives of intangible assets, the Company considered the nature of the underlying assets, historical customer retention and revenue attrition, expected duration of customer relationships, projected periods of economic benefit and related cash flows, the expected ongoing use of the acquired trademarks, and other relevant qualitative factors. The Private Label trade name, Private Label customer relationships, and retail customer relationships are being amortized on a straight-line basis over their estimated useful lives of 15 years, 20 years, and 12 years, respectively, which reflect the periods over which the assets are expected to contribute future cash flows. The Retail trademark was preliminarily determined to have indefinite useful lives based on the Company's expectation of continued use of the brand and the absence of any legal, regulatory, economic, or other factors that would limit the period over which it is expected to generate cash flows.

Goodwill

Preliminary goodwill of $102,384 represents the excess of the preliminary purchase consideration over the estimated fair value of the identifiable net assets acquired. Goodwill is primarily attributable to anticipated synergies from integrating Copra into the Company's existing coconut platform, expected growth opportunities, the assembled workforce, and the strategic benefits associated with vertically integrated manufacturing capabilities in Thailand. Goodwill has been assigned to the Company's Americas reporting unit.The Goodwill recognized in connection with the acquisition is not expected to be deductible for income tax purposes. Goodwill will not be amortized and will be tested for impairment at least annually in accordance with ASC 350, Intangibles - Goodwill and Other.

Acquisition-Related Costs

During the nine months ended September 30, 2026, the Company incurred acquisition-related costs of $3,174, consisting of legal, accounting, advisory, and other professional fees, as well as the premium for a representations and warranties insurance policy. These costs were expensed as incurred and are included in Selling, general and administrative expenses in the condensed consolidated statements of operations, in accordance with ASC 805.