Earnings

Vita Coco Books $102 Million Of Goodwill On Its Thai Copra Deal, With The Math Still Preliminary

The coconut water maker's quarterly report puts Copra's total consideration at $237.7 million, including a $55.1 million earn-out that moves earnings.

Vita Coco, which sells packaged coconut water and other plant-based drinks, has assigned $102.4 million of goodwill to its July purchase of Thai coconut water maker Copra, and the company says the allocation is still preliminary. The quarterly report also carries a $55.1 million seller's earn-out liability that gets remeasured through earnings every period.

Where the $237.7 million goes

Total purchase consideration comes to $237.692 million: $147.592 million in cash, $35.0 million in stock (467,071 shares) and the $55.1 million earn-out. Goodwill takes $102.384 million and identifiable intangibles $108.1 million. The deal also left a $24.715 million deferred tax liability.

The prior quarterly report put initial consideration at $175.0 million, with $140.0 million in cash. The new filing says $182.6 million, with $147.6 million in cash, funded from cash on hand.

Most of the intangibles, $87.0 million, are private label customer relationships amortized over 20 years. Goodwill is not expected to be tax-deductible and sits in the Americas reporting unit.

An earn-out that swings earnings

The earn-out is payable in 2029 and tied to Copra's 2028 gross profit. It carries a floor of $45 million and a cap of $100 million, and Vita Coco can pay in cash, stock or both. The company valued it at $55.1 million with a Monte Carlo simulation, a model that runs many scenarios, and changes in that value flow through earnings.

Several inputs remain open, including the earn-out, tax effects and the values of inventory and equipment. The measurement period can run up to a year from the July 22 closing, so goodwill can still move.

The risk factors now flag that Copra leans on a handful of big retailers for its private label business, which could deepen Vita Coco's own customer concentration. Two customers made up 45% of net sales in the first nine months of 2026.

A fourth-quarter margin hit

Vita Coco reported third-quarter net sales up 34% to $244 million and net income of $35 million, and raised its 2026 net sales outlook to $810 million to $820 million. It guided fourth-quarter gross margin to about 33%, against 38% in the third quarter, citing cost increases with no price actions expected until early 2027.

Shares closed at $59.00 on Thursday, down 7.09%, for a market value of $3.7 billion.

Retailer price increases in early 2027 are the next test of that margin hit.