UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020MARCH 31, 2021

 

Commission file number: 001-34611

 

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 20-2745790
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization)  Identification No.)

 

2424 N Federal Highway, Suite 208, Boca Raton, Florida 33431

(Address of Principal Executive Offices)

 

(561) 276-2239

(Registrant’s telephone number, including area code)

  

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class Trading Symbol(s) Name of Each Exchange on
Which Registered
Common Stock, $.001 par value CELH Nasdaq Capital Market 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

  

Large Accelerated FilerAccelerated Filer
Non-accelerated filerSmaller reporting company
  Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

  

The number of shares outstanding of the registrant’s common stock, $0.001 par value, as of November 11, 2020May 12, 2021 was 71,651,55672,163,198 shares.

 

 

 

 

 

TABLE OF CONTENTS

 

   Page
    
PART I – FINANCIAL INFORMATION 1
    
Item 1.Financial Statements. 1
 Consolidated Balance Sheets as of September 30, 2020March 31, 2021 (unaudited) and December 31, 20192020 1
 Consolidated Statements of Operations and comprehensive incomeComprehensive Income for the three and nine months ended September 30,March 31, 2021 and 2020 and 2019 (unaudited) 2
 Consolidated StatementsStatement of Changes in Stockholders’ Equity for three and nine months ended September 30, 2020March 31, 2021 (unaudited) 3
 Consolidated StatementsStatement of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2019March 31, 2020 (unaudited) 4
 Consolidated Statements of Cash Flows for the ninethree months ended September 30,March 31, 2021 and 2020 and 2019 (unaudited) 5
 Notes to Consolidated Financial Statements (unaudited) 6
    
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations. 25
    
Item 3.Quantitative Disclosures About Market Risks. 29
    
Item 4.Controls and Procedures.29
PART II – OTHER INFORMATION 30
    
Item 1.PART II – OTHER INFORMATIONLegal Proceedings. 3130
    
Item 1.1A.Legal Proceedings.Risk Factors. 3130
    
Item 1A.Risk Factors.31
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds. 3241
    
Item 3.Defaults Upon Senior Securities. 3241
    
Item 4.Mine Safety Disclosures. 3241
    
Item 5.Other Information. 3241
    
Item 6.Exhibits. 3341
    
SIGNATURES 3442

 

i

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Celsius Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

 

 September 30,
2020
  December 31,
2019 (1)
  March 31,
2021
  December 31,
2020 (1)
 
 (Unaudited)     (Unaudited)    
ASSETS                
Current assets:                
Cash $52,158,098  $23,090,682  $31,634,675  $43,248,021 
Accounts receivable-net (note 2)  16,561,371   7,774,618   23,997,680   14,986,213 
Note receivable-current (note 6)  1,810,773   1,181,116   2,509,412   1,885,887 
Inventories-net (note 4)  15,679,192   15,292,349   36,891,859   18,403,622 
Prepaid expenses and other current assets (note 5)  4,731,887   4,170,136   17,183,929   14,626,922 
Total current assets  90,941,321   51,508,901   112,217,555   93,150,665 
                
Notes Receivable (note 6)  9,053,866   10,630,040 
Note receivable (note 6)  6,900,882   9,429,437 
Property and equipment-net (note 8)  467,380   132,889   1,169,022   579,377 
Right of use assets  415,595   809,466 
Long term security deposits  60,875   104,134 
Right-of-use asset-operating leases  791,969   836,038 
Right-of-use asset-finance leases  129,625   162,119 
Long-term security deposits  110,100   122,733 
Intangibles (note 9)  16,740,838   17,173,000   16,439,197   16,590,083 
Goodwill (note 9)  10,419,321   10,023,806   10,419,321   10,419,321 
Total Assets $128,099,196  $90,382,236  $148,177,671  $131,289,773 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                
Current liabilities:                
Accounts payable and accrued expenses (note 11) $18,117,611  $17,292,647 
Lease liability obligation (note 7)  397,931   649,074 
Bonds payable-net (note 13)  9,540,007   8,634,279 
Other current liabilities (note 12)  716,678   107,399 
Accounts payable and accrued expenses (note 10) $37,525,390  $25,412,753 
Lease liability-operating leases (note 7)  337,626   321,283 
Lease liability-finance leases (note 7)  192,649   205,824 
Other current liabilities (note 11)  586,954   425,232 
Total current liabilities  28,772,227   26,683,399   38,642,619   26,365,092 
                
Long-term liabilities:                
Lease liability obligation (note 7)  124,978   239,848 
Lease liability-operating leases (note 7)  436,631   514,948 
Lease liability-finance leases (note 7)  87,152   82,290 
Total Liabilities  28,897,205   26,923,247   39,166,402   26,962,330 
                
Commitments and contingences (note 17)        
Commitments and contingences (note 16)        
                
Stockholders’ Equity:                
Common stock, $0.001 par value; 100,000,000 shares authorized, 71,651,556 and 68,941,311 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively (note 15)  71,652   68,942 
Common stock, $0.001 par value; 100,000,000 shares authorized, 72,585,687 and 72,262,829 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (note 14)  72,586   72,263 
Additional paid-in capital  156,548,446   127,552,998   164,174,742   159,884,154 
Accumulated other comprehensive loss  (866,664)  (753,520)  (394,651)  (202,142)
Accumulated deficit  (56,551,443)  (63,409,431)  (54,841,408)  (55,426,832)
Total Stockholders’ Equity  99,201,991   63,458,989   109,011,269   104,327,443 
Total Liabilities and Stockholders’ Equity $128,099,196  $90,382,236  $148,177,671  $131,289,773 

 

(1)Derived from Audited Consolidated Financial Statements

 

The accompanying notes are an integral part of these unaudited consolidated financial statements


Celsius Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

 

 For the three months ended
September 30,
  For the nine months ended
September 30,
  For the three months
ended March 31,
 
 2020  2019  2020  2019  2021  2020 
Revenue (note 3) $36,839,149  $20,423,847  $95,061,265  $51,031,426  $50,034,879  $28,184,889 
Cost of revenue (note 2)  19,305,416   11,801,478   51,512,534   29,821,968   29,455,784   15,182,706 
Gross profit  17,533,733   8,622,369   43,548,731   21,209,458   20,579,095   13,002,183 
                        
Selling and marketing expenses  8,267,996   4,923,968   23,640,914   14,086,910   11,959,053   7,506,047 
General and administrative expenses  4,557,438   2,194,530   12,460,009   7,249,378   7,806,666   4,528,546 
Total operating expenses  12,825,434   7,118,498   36,100,923   21,336,288   19,765,719   12,034,593 
                        
Income/(loss) from operations  4,708,299   1,503,871   7,447,808   (126,830)
Income from operations  813,376   967,590 
                        
Other Income (Expense):                        
Interest income on note receivable (note 6)  78,690   96,300   268,709   288,070   86,530   97,534 
Interest on notes  -   (105,385)  -   (348,493)
Interest expense on bonds  (144,021)  -   (391,458)      -   (136,018)
Interest on other obligations  (3,419)  (3,393)  (13,400)  (12,041)  (1,605)  (3,596)
Amortization of discount on notes payable  -   (528,463)  -   (707,285)
Amortization of discount on bonds payable  (178,649)  -   (506,100)  -   -   (166,069)
Amortization of intangibles  (145,277)  -   (429,307)  - 
Amortization of financial leases  (49,713)  -   (289,277)  - 
Other miscellaneous income/(expense)  (62,817)  -   (27,614)  -   (11,621)  8,936 
Gain on lease cancellations  -   -   152,112   -   -   - 
Realized foreign exchange gain/(loss)  142,917   -   262,022   - 
Gain/(loss) on investment repayment-China (Note Receivable Note 6)  407,593   (1,888)  384,493   12,050,921 
Total other income (expense)  45,304   (542,829)  (589,820)  11,271,172 
Foreign exchange (loss)  (301,256)  (222,326)
Total other expense  (227,952)  (421,539)
        
Net Income before income taxes  585,424   546,051 
        
Income tax expense (note X)  -   - 
                        
Net Income  4,753,603   961,042   6,857,988   11,144,342   585,424   546,051 
                        
Other comprehensive income/(loss):                        
Unrealized foreign currency translation income/(losses).  110,027   (55,303)  (113,144)  (71,793)
Foreign currency translation loss  (192,509)  (114,490)
Comprehensive Income  4,863,630   905,739   6,744,844   11,072,549   392,915   431,561 
                        
Income per share:                        
Basic $0.07   $0.02   $0.10   $0.19  $0.01  $0.01 
Diluted $0.06   $0.03   $0.09   $0.20  $0.01  $0.01 
Weighted average shares outstanding:                        
Basic  70,473,351   59,307,404   70,184,071   58,023,685   72,516,396   69,284,307 
Diluted 1  74,848,239   62,532,510   73,524,209   62,050,032   76,925,484   70,339,416 

 

(1)Please refer to Earnings Per Share section for further detailsdetails.

 

The accompanying notes are an integral part of these unaudited consolidated financial statements


Celsius Holdings, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

For the three and nine months ended September 30, 2020March 31, 2021

(Unaudited)

 

           Accumulated       
        Additional  Other-       
  Common Stock  Paid-In  Comprehensive  Accumulated    
  Shares  Amount  Capital  Income (Loss)  Deficit  Total 
Balance at December 31, 2019  68,941,311  $68,942  $127,552,998  $(753,520) $(63,409,431) $63,458,989 
Stock option expense          1,400,000           1,400,000 
Issuance of common stock pursuant to exercise of stock options-Cashless  204,028   204   (204)          - 
Issuance of common stock pursuant to exercise of stock options-Cash  133,921   134   215,213           215,347 
Foreign currency translation loss              (114,490)      (114,490)
Net Income                  546,051   546,051 
Balance at March 31, 2020  69,279,260  $69,280  $129,168,007  $(868,010) $(62,863,380) $65,505,897 
Stock option expense          1,174,999           1,174,999 
Issuance of common stock pursuant to exercise of stock options-Cashless  106,327   106   (106)          - 
Issuance of common stock pursuant to exercise of stock options-Cash  176,914   177   489,140           489,317 
Foreign currency translation loss              (108,681)      (108,681)
Net Income                  1,558,334   1,558,334 
Balance at June 30, 2020  69,562,501  $69,563  $130,832,040  $(976,691) $(61,305,046) $68,619,866 
Stock option expense          2,143,700           2,143,700 
Issuance of common stock-Private Placement  1,437,909   1,438   21,981,678           21,983,116 
Issuance of common stock pursuant to exercise of stock options-Cashless  86,405   86   (86)          - 
Issuance of common stock pursuant to exercise of stock options-Cash  564,741   565   1,591,114           1,591,679 
Foreign currency translation loss              110,027       110,027 
Net Income                  4,753,603   4,753,603 
Balance at September 30, 2020  71,651,556  $71,652  $156,548,446  $(866,664) $(56,551,443) $99,201,991 
        Accumulated       
  Common Stock  Additional
Paid-In
  Other
Comprehensive
  Accumulated    
  Shares  Amount  Capital  Income (Loss)  Deficit  Total 
                   
Balance at December 31, 2020  72,262,829  $72,263  $159,884,154  $(202,142) $(55,426,832) $104,327,443 
Stock option expense  -   -   3,575,001   -   -   3,575,001 
Issuance of common stock pursuant to exercise of stock options - Cashless  88,312   88   (88)  -   -   - 
Issuance of common stock pursuant to exercise of stock options - Cash  234,546   235   715,675   -   -   715,910 
Foreign currency translation  -   -   -   (192,509)  -   (192,509)
Net income  -   -   -   -   585,424   585,424 
Balance at March 31, 2021  72,585,687  $72,586  $164,174,742  $(394,651) $(54,841,408) $109,011,269 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements


Celsius Holdings, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

For the three and nine months ended September 30, 2019March 31, 2020

(Unaudited)

 

           Accumulated       
  Preferred Stock  Common Stock  Additional
Paid-In
  Other-
Comprehensive
  Accumulated    
  Shares  Amount  Shares  Amount  Capital  Income (Loss)  Deficit  Total 
Balance at December 31, 2018  -  $-   57,002,508  $57,003  $85,153,667  $(26,997) $(73,380,691) $11,802,982 
Stock option expense                  1,358,503           1,358,503 
Issuance of common stock pursuant to exercise of stock options-Cashless          115,107   115   (115)          - 
Issuance of common stock pursuant to exercise of stock options-Cash          80,750   80   24,680           24,760 
Beneficial Conversion Feature on Convertible Instruments                  166,667           166,667 
Foreign currency translation gain                      260,665       260,665 
Net Income                          11,656,594   11,656,594 
Balance at March 31, 2019     $-   57,198,365  $57,198  $86,703,402  $233,668  $(61,724,097) $25,270,171 
Stock option expense                  1,095,792           1,095,792 
Issuance of common stock pursuant to exercise of stock options-Cashless          79,488   80   (80)          - 
Issuance of common stock pursuant to exercise of stock options-Cash          93,334   93   122,574           122,667 
Foreign currency translation loss                      (256,974)      (256,974)
Net Loss                          (1,473,295)  (1,473,295)
Balance at June 30, 2019  -  $-   57,371,187  $57,371  $87,921,688  $(23,306) $(63,197,392) $24,758,361 
Stock option expense                  900,000           900,000 
Issuance of common stock-Capital Raise          7,986,110   7,986   26,947,451           26,955,437 
Issuance of common stock-Notes Payable Conversion          3,196,460   3,197   10,230,136           10,233,333 
Issuance of common stock pursuant to exercise of stock options-Cashless          250,000   250   (250)          - 
Issuance of common stock pursuant to exercise of stock options-Cash          71,500   72   76,584           76,656 
Foreign currency translation loss                      (547,814)      (547,814)
Net Income                          961,042   961,042 
Balance at September 30, 2019  -  $-   68,875,257  $68,876  $126,075,609  $(571,120) $(62,236,350) $63,337,015 

The accompanying notes are an integral part of these unaudited consolidated financial statements


Celsius Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

  For the nine months ended 
  September 30,
2020
  September 30,
2019
 
Cash flows from operating activities:        
Net income $6,857,988   11,144,342 
Adjustments to reconcile net income to net cash used in operating activities:        
Depreciation  82,180   48.289 
Amortization  1,224,684   713,360 
Bad debt allowance  244,685   62,678 
Inventory excess and obsolescence allowance  211,822   300,143 
Stock-based compensation expense  4,718,699   3,354,295 
Gain on China transaction  (384,493)  (12,050,921)
Gain on lease cancellations  (152,112)  - 
Changes in operating assets and liabilities:        
Accounts receivable-net  (9,031,438)  (4,405,426)
Inventory  (598,665)  2,136,895 
Prepaid expenses and other current assets  (561,752)  (2,087,991)
Accounts payable and accrued expenses  824,964   (27,338)
Deposits/deferred revenue and other current liabilities  257,023   (252,302)
Change in Right to Use and Lease Obligation-net  149,925   97,512 
Net cash provided/(used) in operating activities  3,843,510   (966,464)
         
Cash flows from investing activities:        
Proceeds from note receivable  1,331,011   - 
Purchase of property and equipment  (416,671)  (55,321)
Cash paid to escrow for acquisition          (14,849,999)
Net cash provided/(used) in investing activities  914,340   (14,905,320)
         
Cash flows from financing activities:        
Proceeds from notes payable-related-party, net  -   1,500,000 
Principal payments financial lease obligations  (259,231)  - 
Proceeds from exercise of stock options  2,296,343   224,083 
Net Proceeds from Sale of Common Stock  21,983,116   26,955,437 
Net cash provided by financing activities  24,020,228   28,679,520 
         
Effect on exchange rate changes on cash and cash equivalents  289,338   (19,026)
         
Net increase in cash and cash equivalents  29,067,416   12,788,710 
Cash and cash equivalents at beginning of the period  23,090,682   7,743,181 
         
Cash and cash equivalents at end of the period $52,158,098  $20,531,891 
         
Supplemental disclosures:        
Cash paid during period for:        
Interest $299,394  $131,528 
         
Non-cash investing and financing activities:        
Debt Conversion and Related Accrued Expenses $-  $10,233,333 
         
European Acquisition Adjustment:        
Goodwill $395,515   - 
Other liabilities $(395,515)    
        Accumulated       
  Common Stock  Additional
Paid-In
  Other
Comprehensive
  Accumulated    
  Shares  Amount  Capital  Income (Loss)  Deficit  Total 
                   
Balance at December 31, 2019  68,941,311  $68,942  $127,552,998  $(753,520) $(63,409,431) $63,458,989 
Stock option expense  -   -   1,400,000   -   -   1,400,000 
Issuance of common stock pursuant to exercise of stock options - Cashless  204,028   204   (204)  -   -   - 
Issuance of common stock pursuant to exercise of stock options - Cash  133,921   134   215,213   -   -   215,347 
Foreign currency translation  -   -   -   (114,490)  -   (114,490)
Net income  -   -   -   -   546,051   546,051 
Balance at March 31, 2020  69,279,260  $69,280  $129,168,007  $(868,010) $(62,863,380) $65,505,897 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 5


Celsius Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

  For the three months ended 
  March 31,
2021
  March 31,
2020
 
Cash flows from operating activities:        
Net income $585,424   546,051 
Adjustments to reconcile net income to net cash used in operating activities:        
Depreciation  108,198   124,939 
Amortization  187,670   309,597 
Bad debt allowance  223,034   221,222 
Inventory excess and obsolescence allowance  753,935   (270,710)
Stock-based compensation expense  3,575,001   1,400,000 
Gain on China transaction  -   144,403 
Changes in operating assets and liabilities:        
Accounts receivable-net  (9,234,501)  (3,146,415)
Inventory  (19,242,172)  (5,475,308)
Prepaid expenses and other current assets  (2,557,007)  (501,586)
Accounts payable and accrued expenses  12,112,637   2,729,700 
Deposits/deferred revenue and other current liabilities  174,355   102,743 
Change in right-of-use asset and lease liability-net  (4,575)  (2,180)

Net cash used in operating activities

  (13,318,001)  (3,817,544)
         
Cash flows from investing activities:        
Proceeds from note receivable  1,876,273   - 
Purchase of property and equipment  (697,843)  (107,372)
Net cash provided/(used) in investing activities  1,178,430   (107,372)
         
Cash flows from financing activities:        
Principal payments on finance lease obligations  (25,149)  (64,082)
Proceeds from exercise of stock options  715,910   215,347 
Net cash provided by financing activities  690,761   151,265 
Effect on exchange rate changes on cash and cash equivalents  (164,536)  (222,930)

Net decrease in cash and cash equivalents

  (11,613,346)  (3,996,581)
Cash and cash equivalents at beginning of the period  43,248,021   23,090,682 
         
Cash and cash equivalents at end of the period $31,634,675  $19,094,101 
Supplemental disclosures:        
Cash paid during period for:        
Interest $1,605  $136,018 

The accompanying notes are an integral part of these unaudited consolidated financial statements


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

1.ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Business —Celsius Holdings, Inc. (the “Company” or “Celsius Holdings”) develops, markets, sells and distributes “functional” calorie-burning fitness beverages under the Celsius® brand name. The Company was incorporated under the laws of the State of Nevada on April 26, 2005. On January 24, 2007, the Company entered into a merger agreement and plan of reorganization with Elite FX, Inc., a Florida corporation. Under the terms of the Merger Agreement, on January 26, 2007, Elite FX, Inc. was merged into the Company’s subsidiary, Celsius, Inc. and became a wholly-owned subsidiary of the Company on January 26, 2007. In addition, onInc.. On March 28, 2007 the Company establishedincorporated Celsius Netshipments, Inc. ain Florida corporation as a subsidiary of the Company.

 

On February 7, 2018, the Company established Celsius Asia Holdings Limited a Hong Kong corporation as a wholly-owned subsidiary of the Company.wholly owned subsidiary. On February 7, 2018 Celsius China Holdings Limited a Hong Kong corporation became a wholly-ownedwholly owned subsidiary of Celsius Asia Holdings Limited and on May 9, 2018, Celsius Asia Holdings Limited established Celsius (Beijing) Beverage Limited, a China corporation as a wholly-ownedwholly owned subsidiary of Celsius Asia Holdings Limited.

 

On October 25, 2019, the Company acquired 100% of the shares of Func Food Group, Oyj (“Func Food”). The Acquisition was structured as, a               purchase of all of Func Food’s equity shares and a restructuring of Func Food’s pre-existing debt. Func Food was the Nordic distributor for the Company since 2015. Func Food is a marketer and distributor of nutritional supplements, health food products, and beverages (see Note 10).

beverages. The transaction included a restructuring of Func Food’s pre-existing debt. Func Food had been the Nordic distributor for the Company is engaged in the development, marketing, sale and distribution of “functional” calorie-burning fitness beverages under the Celsius® brand name.since 2015.

 

2.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation – The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These unaudited consolidated financial statements and the accompanying notes should be read in conjunction with the 10KForm 10-K filed for December 31, 2019.2020. The consolidated financial statements of the Company include the Company and its wholly owned subsidiaries. All material inter-company balances and transactions have been eliminated.

 

Significant Estimates — The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Significant estimates include the allowance for doubtful accounts, allowance for inventory obsolescence, the useful lives and values of property, fixtures and equipment, impairment of intangible assets & goodwill, valuation of stock-based compensation, and deferred tax asset valuation allowance.

 

Reclassification of Prior Year Presentation – Certain prior year amounts in the consolidated balance sheets and statements of cash flowsoperations and comprehensive income have been reclassified for consistency with the current year presentation. An adjustmentA reclassification has been made to present certain changes in operatingright-of-use assets and lease liabilities related to finance leases separately from those related to operating leases. Additionally, the China Settlement as partpresentation of the total net changes in operatingamortization of intangible assets and liabilities,amortization of finance lease right-of-use assets are now being reflected in the general and administrative expenses, rather than as separately presented items. Additionally, modifications have been made to present the effects of depreciation & amortization, bad debt allowance and inventory excess and obsolescence allowance as adjustments to reconcile net income/(loss) to net cash flows from operating activities, rather than as part of changes in operating assets and liabilities.other expenses. These reclassifications had no effect on previously reported cash flows from operating, investing, or financing activities.net income and comprehensive income and did not have a material effect to the financial statements.

 

Segment Reporting Although the Company has a number of operating divisions, separate segment data has not been presented,Operating segments are defined as they meet the criteria for aggregation as permitted by ASC Topic 280, Segment Reporting, (formerly Statement of Financial Accounting Standards (SFAS) No. 131, Disclosed About Segmentscomponents of an Enterpriseenterprise that engage in business activities, have discrete financial information, and Related Information.) 

whose operating results are regularly reviewed by the chief operating decision maker (CODM) to make decisions about allocating resources and to assess performance. Even though we have operations in several geographies, we operate as a single enterprise. Our operations and strategies are centrally designed and executed given that our geographical components are very similar. Our CODM, the CEO, reviews operating results primarily from a consolidated perspective, and makes decisions and allocates resources based on that review. The reason our CODM focuses on consolidated results in making decisions and allocating resources is because of the significant economic interdependencies between our geographical operations and the Company’s U.S. entity.  

 6


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

2.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Our chief operating decision-maker is considered to be our Chief Executive Officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The financial information reviewed by the CEO is identical to the information presented in the accompanying consolidated statement of operations. Therefore, the Company has determined that it operates in a single operating segment. For the nine months ended September 30, 2020 and 2019 all material assets and revenues of the Company were in the United States except as disclosed in Note 3.

Concentrations of Risk — Substantially all of the Company’s revenue derives from the sale of Celsius ® beverages.

 

The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected.

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit. At September 30, 2020,March 31, 2021, the Company had approximately $51.9$31.4 million in excess of the Federal Deposit Insurance Corporation limit.

 

For the ninethree months ended September 30,March 31, 2021 and 2020, and 2019, the Company had the following 10 percent or greater concentrations of revenue with its customers:customers. Specifically, there is one customer that has accounted for approximately 15.8% and 16.4% of our revenue for the three months ended March 31, 2021 and 2020, respectively. The below table reflects this customer’s evolution as a percentage of our total revenue for the three months ended March 31, 2021 and 2020:  

 

  2020  2019 
A*  16.6%  12.9%
B*  -   13.9%
All other  83.4%  73.2%
Total  100.0%  100.0%

*Revenues from customer A are derived from a customer located in the United States. Revenues from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, for further details. All other revenues were mainly derived from customers in the United States.
  2021  2020 
Amazon  15.8%  16.4%
All other 84.2% 83.6%
Total  100.0%  100.0%

  

At September 30, 2020March 31, 2021 and December 31, 2019,2020, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers:

  

  2020  2019 
A**  19.9%  19.2%
All other  80.1%  80.8%
Total  100.0%  100.0%

**Receivables from customer A are obtained from a customer located in the United States.
  2021  2020 
Amazon  22.1%  11.3%
ICA Sweden  11.8%  9.0%
All other  66.1%  79.7%
Total  100.0%  100.0%

    

Cash Equivalents — The Company considers all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents. At September 30,March 31, 2021 and December 31, 2020, and 2019, the Company did not have any investments with maturities of three months or less.


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

2.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Accounts Receivable — Accounts receivable are reported a net realizable value. The Company establishes an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, historical trends, and other information. Delinquent accounts are written-off when it is determined that the amounts are uncollectible. At September 30, 2020March 31, 2021 and December 31, 2019,2020, there was an allowance for doubtful accounts of $537,000$772,607 and $292,400,$549,573, respectively.

 

Inventories — Inventories include only the purchase cost and are stated at the lower of cost and net realizable value. Cost is determined using the FIFO method. Inventories consist of raw materials and finished products. The Company establishes an inventory allowance to reduce the value of the inventory during the period in which such materials and products are no longer usable or marketable. Specifically, the Company reviews inventory utilization during the past twelve months and also customer orders for subsequent months. If there has been no utilization during the last 12 months and there are no orders in-place in future months which will require the use of inventory item, then inventory item will be included as part of the allowance during the period being evaluated. Management will then specifically evaluate whether these items may be utilized within a reasonable time frame (e.g., 3 to 6 months). At September 30, 2020March 31, 2021 and December 31, 2019,2020, the Company recorded an allowance of $1,077,000$2,367,000 and $865,000$1,613,000, respectively. The changes in the allowance are included in cost of revenue.

 

Property and Equipment — Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of the asset generally ranging from three to seven years.

 

Impairment of Long-Lived Assets — In accordance with ASC Topics 350 “Goodwill and Other Intangibles” and 360, “Property, Plant, and Equipment” the Company reviews the carrying value of intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair value. The Company did not record any impairment during the three months ended March 31, 2021.

Long-lived Asset Geographic Data

The following table sets forth long-lived asset information, which includes property, plant and equipment and lease right-of-use assets and excludes goodwill and intangibles, where individual countries represent a material portion of the total:

  March 31,  December 31, 
  2021  2020 
       
United States $1,181,188  $694,697 
         
Sweden  523,126   431,959 
Finland  386,302   450,878 
     Long-lived assets related to foreign operations  909,428   882,837 
     Total long-lived assets $2,090,616  $1,577,534 

 

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 recognize an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. At September 30, 2020,March 31, 2021, there were no indicators of impairment.

Revenue Recognition — As of January 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on its consolidated financial statements.


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

2.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

  

Intangible assets – Intangible assets are comprised of customer relationships and brands acquired in a business combination. The Company amortizes intangible assets with a definitive life over their respective useful lives. Intangibles with indefinite lives are tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist.

Revenue is derived from the sale of beverages.Recognition The Company recognizes revenue in accordance with ASC Topic 606 “Revenue from Contracts with Customers.” The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Any discounts, slotting fees, sales incentives or similar arrangements with the customer are estimated at time of sale and deducted from revenue. Sales taxes and other similar taxes are excluded from revenue.

 

Customer Advances — From time to time the Company requires prepayments for deposits in advance of delivery of products and/or production runs. Such amounts are initially recorded as customer deposits.advances liability within other current liabilities. The Company recognizes such revenue as it is earned in accordance with revenue recognition policies. As of March 31, 2021, and December 31, 2020, the Company did not have any customer advances.

 

Advertising Costs — Advertising costs are expensed as incurred. The Company uses mainly radio, local sampling events, sponsorships, endorsements, and digital advertising. The Company incurred marketing and advertising expenseexpenses of approximately $9.6$5.3 million and $5.4$2.7 million, during ninethree months ending September 30,ended March 31, 2021 and 2020, and 2019, respectively.

 

Research and Development — Research and development costs are charged to general and administrative expenses as incurred and consist primarily of consulting fees, raw material usage and test productions of beverages. The Company incurred expenses of $280,000$200,000 and $246,000$123,000 during the ninethree months ending September 30,ended March 31, 2021 and 2020, and 2019, respectively.

 

Foreign Currency Translation — Foreign subsidiaries’ functional currency is the local currency of operations and the net assets of foreign operations are translated into U.S. dollars using current exchange rates. The U.S. dollar results that arise from such translation, as well as unrealized exchange gains and losses on intercompany balances of long-term investment nature, are included in Comprehensive Income. The Company incurred foreign currency translation gainsnet losses during the ninethree months ended September 30, 2020March 31, 2021 of approximately $113,000$192,500 and a lossnet losses of approximately $72,000$115,000 during the ninethree months ended September 30, 2019.March 31, 2020. Our operations in different countries required that we transact in the following currencies:

 

Chinese-Yuan

Norwegian-Krone

Swedish-Krona

Finland-Euro


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

2.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Fair Value of Financial Instruments— The carrying value of cash and cash equivalents, accounts receivable, intangible assets, accounts payable, accrued expenses, and notes payable approximates fair value due to their relative short-term maturity and market interest rates.

 

Fair Value Measurements - ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 

 Level 1:Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
   
 Level 2:Observable market-based inputs or unobservable inputs that are corroborated by market data.
   
 Level 3:Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

Other than these noted previously, the Company did not have any other assets or liabilities measured at fair value at September 30, 2020March 31, 2021 and December 31, 2019.2020.

 

Income Taxes — The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.

 

Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

 

The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The Company’s tax returns for tax years in 20172018 through 20192020 remain subject to potential examination by the taxing authorities.


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

2.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Earnings per Share — Basic earnings per share are calculated by dividing net income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Under ASC 260-10-45-16, the calculation of diluted earnings per share, the numerator should be adjusted to add back any convertible dividends and the after-tax amount of interest recognized in the period associated with any convertible debt. The denominator should include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Please refer to the below table for additional details:

 

  For the three months ended
September 30,
  For the nine months ended
September 30,
 
  2020  2019  2020  2019 
Net income available to common stockholders $4,753,603  $961,042  $6,857,988  $11,144,342 
Adjustments for diluted earnings                
Interest expense on convertible notes  -   105,385   -   348,493 
Amortization of discount on notes payable  -   528,464   -   707,286 
Diluted net income (loss) available to common stockholders $4,753,603  $1,594,891  $6,857,988  $12,200,121 
                 
Income per share:                
Basic $0.07  $0.02  $0.10  $0.19 
Diluted $0.06  $0.03  $0.09  $0.20 
Weighted average shares outstanding:                
Basic  70,473,351   59,307,404   70,184,071   58,023,685 
Diluted  74,848,239   62,532,510   73,524,209   62,050,032 
  For the three months ended
March 31,
 
  2021  2020 
Net income $585,424  $546,051 
         
Income (Loss) per share:        
Basic $0.01  $0.01 
Diluted $0.01  $0.01 
Weighted average shares outstanding:        
Basic  72,516,396   69,284,307 
Diluted  76,925,484   70,339,416 

  

Share-Based Payments — The Company follows the provisions of ASC Topic 718 “Compensation — Stock Compensation” and related interpretations. As such, compensation cost is measured on the date of grant at the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the grants. On April 30, 2015, the Company adopted the 2015 Stock Incentive Plan. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. The 2015 Plan permits the grant of options and shares for up to 5,000,000 shares. In addition, there is a provision for an annual increase of 15% to the shares included under the plan, with the shares to be added on the first day of each calendar year, beginning on January 1, 2017.2017 (note 15). As of September 30, 2020,March 31, 2021, total shares available are 880,000.1.8 million.

 

Cost of Sales — Cost of sales consists of the cost of concentrates and or beverage bases, the costs of raw materials utilized in the manufacture of products, co-packing fees, repacking fees, in-bound & out-bound freight charges, as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacture of the Company’s finished products, inventory allowance for excess &and obsolete products and certain quality control costs. Raw materials account for the largest portion of the cost of sales. Raw materials include cans, bottles, other containers, flavors, ingredients and packaging materials.

  

Operating Expenses — Operating expenses include selling expenses such as warehousing expenses after manufacture, as well as expenses for advertising, samplings and in-store demonstrations costs, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses. Operating expenses also include such costs as payroll costs, travel costs, professional service fees (including legal fees), depreciation and amortization, and other general and administrative costs.

 

Shipping and Handling Costs — Shipping and handling costs for freight expense on goods shipped are included in cost of sales. Freight expense on goods shipped for ninethree months ended September 30,March 31, 2021 and 2020 and 2019 was $6.5$4.2 million and $4.5$2.1 million, respectively.


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

2.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recent Accounting Pronouncements

 

The Company adopts all applicable, new accounting pronouncements as of the specified effective dates.

 

In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. Topic 326 is effective for the Company for fiscal years and interim reporting periods within those years beginning after December 15, 2022. Early adoption is permitted for interim and annual periods beginning December 15, 2019. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.

On January 1, 2020, the Company adopted ASU No. 2017-04, “Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. Adoption of this ASU did not have a material effect on our consolidated financial statements.

On January 1, 2020, the Company adopted ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. Adoption of this ASU did not have a material effect on our consolidated financial statements.

 

All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position with the exception of the updated previously disclosed above, there have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements.

 

Liquidity — These financial statements have been prepared assuming the Company will be able to continue as a going concern. At September 30, 2020,March 31, 2021, the Company had an accumulated deficit of $56,551,443$54,841,408 which includes a net income of $6,857,988$585,424 for the ninethree months ended September 30, 2020.March 31, 2021. During the ninethree months ending September 30, 2020ended March 31, 2021 the Company had net cash provided inused by operating activities of $3,843,510$13.3 million.

 

If our sales volumes do not meet our projections, expenses exceed our expectations, our plans change, we may be unable to generate enough cash flow from operations to cover our working capital requirements. In such case, we may be required to adjust our business plan, by reducing marketing, lower our working capital requirements and reduce other expenses or seek additional financing. Furthermore, our business and results of operations may be adversely affected by changes in the global macro-economic environment related to the pandemic and public health crises related to the COVID-19 outbreak. Please refer to the Item 1.A. Risk Factors, for further details regarding this situation.


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

3.REVENUE

 

The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Sales taxes and other similar taxes are excluded from revenue.

 

Information about the Company’s net sales by geographical location for the ninethree months ended September 30,March 31, 2021 and 2020 and 2019 areis as follows:

 

 For the nine months ended  For the three months ended 
 September 30, September 30,  March 31, March 31, 
 2020  2019  2021  2020 
North America $67,083,888  $42,607,433  $39,003,391  $19,359,169 
Europe  26,799,756   7,635,845   10,367,793   8,500,852 
Asia  868,915   629,028   536,169   268,292 
Other  308,706   159,120   127,526   56,576 
Net sales $95,061,265  $51,031,426  $50,034,879  $28,184,889 

All of the Company’s North America revenue is derived from the United States, which is the Company’s country of domicile. Of the Company’s total foreign revenues of $11.0 million and $8.8 million for the three months ended March 31, 2021 and 2020, respectively, the only individual country that represents a material portion of total consolidated revenue was Sweden, which had total revenues of approximately $6.5 million and $5.8 million for the three months ended March 31, 2021 and 2020, respectively. Revenues are attributed to countries based on the location of the customer.

 

License Agreement

 

In January 2019, the Company entered into a license and repayment of investment agreement with our China distributor. Specifically, a license agreement was executed with Qifeng Food Technology (Beijing) Co., Ltd (“Qifeng”). Under thethis license agreement, Qifeng was granted the exclusive license rights to manufacture,process, market and commercialize Celsius branded products in China. The term of the agreement is 50 years, with annual royalty fees due from Qifeng after the end ofcalculated based on each calendar year.year results. The royalty fees are based on a percentage of Qifeng’s sales of Celsius branded products; however, the fees are fixed for the first five years of the agreement, totaling approximately $6.6 million, and then are subject to annual guaranteed minimums over the remaining term of the agreement.

 

Under the license agreement, the Company grants Qifeng exclusive license rights and provides ongoing support in product development, brand promotion and technical expertise. The ongoing support is integral to the exclusive license rights and, as such, both of these represent a combined, single performance obligation. The transaction price consists of the guaranteed minimums and the variable royalty fees, all of which are allocated to the single performance obligation.obligation pertaining to the license agreement.

 

The Company recognizes revenue from the agreement over time because the customer simultaneously receives and consumes the benefits from the services. The Company uses the passage of time to measure progress towards satisfying its performance obligation because its efforts in providing the exclusive license rights and ongoing support occur on a generally even basis throughout the year. Total revenue recognized under the agreement was approximately $570,000$393,000 for the ninethree months ended September 30, 2020March 31,2021 and is reflected in the Company’s Asia reporting segment which was determined by the minimum royalties due during first year, as per the licensing agreement.segment.


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

4.INVENTORIES

 

Inventories consist of the following at:

 

 September 30, December 31,  March 31, December 31, 
 2020  2019  2021  2020 
Finished goods $12,056,353  $12,990,044  $26,224,583  $15,334,386 
Raw Materials  4,700,209   3,167,853   13,034,266   4,682,291 
Less: Inventory allowance for excess and obsolete products  (1,077,370)  (865,548)  (2,366,990)  (1,613,055)
Inventories $15,679,192  $15,292,349  $36,891,859  $18,403,622 

 

5.PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets total $4.7$17.2 million and $4.2$14.6 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively, consist mainly of prepaid advances to co-packers related to inventory production, advertising, prepaid insurance, prepaid slotting fees, value added tax payments and net deposits on purchases. The increase of approximately $2.6 million is mainly related to advances to co-packers and deposits to raw material suppliers pertaining to the processing and the procuring of inventory.

 

6.NOTE RECEIVABLE

 

Note receivable consists of the following at:

 

  September 30,  December 31, 
  2020  2019 
Note Receivable-current $1,810,773  $1,181,116 
Note Receivable-non-current  9,053,866   

10,630,040

 
Total Note Receivable $10,864,639  $11,811,156 
  March 31,  December 31, 
  2021  2020 
Note receivable-current $2,509,412  $1,885,887 
Note receivable-non-current  6,900,882   9,429,437 
Total Note receivable $9,410,294  $11,315,324 

 

OnEffective January 1, 2019, we restructured our China distribution efforts by entering into two separate economic agreements as it relates to the Company entered intocommercialization of our Celsius products (i.e., license agreement) and a license and repayment of investment agreement with Qifeng Food Technology (Beijing) Co., Ltd (“Qifeng”).Qifeng. Under the license agreement, Qifeng was granted the exclusive license rights to manufacture, market and commercialize Celsius® brand products in China. Qifeng will pay a minimum royalty fee of $6.9 million for the five years of the term of the agreement, transitioning to a volume-based royalty fee, thereafter as aforementioned. Under a separate economic agreement, Qifeng Food will repay the marketing investments made by Celsius into the China market investment Celsius has made into China to date,through 2018, over a five-year period, under an unsecured, interest-bearing note receivable (“Note”).period. The initial outstanding principal underrepayment, which was formalized via a Note Receivable from Qifeng, will need to be serviced even if the Note was approximately $12.2 million whichlicensing agreement is denominated in Chinese Renminbi (CNY) and was recorded as Other Income on the Consolidated Statements of Operations. The amount recognized considered the net of the balances of the accounts receivable, accounts payable and accrued expenses, as well as the marketing investments that were performed in the China market.cancelled or terminated.

 

Scheduled principal payments plus accrued interest are due annually on March 31 of each year starting in 2020. The Note is recorded at amortized cost basis and accruesinitially accrued interest at a rate per annum equal to the weighted average of 5% of the outstanding principal up to $5 million and 2% of the outstanding principal above $5 million. On September 12, 2020, it was agreed to fix the interest rate at 3.21% which reflected the weighted average interest rate for the 5-year period of the Note. For the ninethree months ended September 30, 2020,March 31, 2021, interest income was approximately $270,000.$87,000.


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

6.NOTE RECEIVABLE (Continued)

 

The Company assesses the Note for impairment periodically by evaluating whether it is probable that the Company will be unable to collect all the contractual interest and principal payments as scheduled in the Note agreement, based on historical experience about Qifeng’s ability to pay, the current economic environment and other factors. If the Note is determined to be impaired, the impairment is measured based on the present value of the expected future cash flows under the Note, discounted at the Note’s effective interest rate. At September 30, 2020,March 31, 2021, the Note was not deemed to be impaired.

The first installment As of the note and interest of RMB 10,848,193 as well as royalties in the amount of RMB 2,404,900 were due on March 31, 2020. We were requested to provide a 3-month consideration to delay payment until September 30, 2020,2021, Qifeng is current on all amounts due tounder the impact of the health crisis in China. As of June 30, 2020, we received payment of the RMB 10,848,193. An additional extension of 3-months was requested regarding the payment of the RMB 2,404,900 pertaining to the royalties. As of September 30, 2020, we received payment in full of the royalties that were due.

In order to grant the aforementioned considerations, a guarantee was obtained for the full amount of the royalties that were payable as of September 30, 2020,Note as well as the amounts that become due on March 31, 2021 pertaining tolicense agreement.

As collateral for the Note, related interest and royalties. As collateral, we maintain a stock certificate in Celsius Holdings, Inc., which amountamounts to 337,079 shares. The consideration and guaranteeof shares owned by an affiliate under common control by Qifeng is being held at a brokerage account. These shares were provided and thereforeoriginally issued on April 20, 2015 via a private transaction which involved RiseJoy Services Limited an affiliate under the paymentscommon control of Qifeng, our Chinese licensee. Payment in-full was received timely pertaining to the royalties, principalamounts due on March 31, 2021. Furthermore, a letter of guarantee was executed with several restrictions regarding these shares. In particular, it was agreed that the stock would not be sold or transferred without the prior written consent from Celsius Holdings, Inc. There are several other restrictions and interest are expectedagreements, which include that a Statement of Account will be provided to be paid in full when they become due.Celsius on a Quarterly basis to confirm and validate the existence of the shares. These shares serve only as collateral and provide comfort as to the “ability to pay”.

 

7.LEASES

 

The Company’s leasing activities include an operating lease of its corporate office space from a related party (see Note 14)note 13) and several other operating and finance leases of vehicles and office space for the Company’s European operations.

  

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term, and (3) whether the Company has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease and non-lease component based on the component’s relative stand-alone price to determine the lease payments. Lease and non-lease components are accounted for separately.

 

Leases are classified as either finance leases or operating leases based on criteria in ASC Topic 842.842, “Leases”. The Company’s operating leases are generally comprised of real estate and vehicles, and the Company’s finance leases are generally comprised of vehicles.

 

At lease commencement, the Company records a lease liability equal to the present value of the remaining lease payments, discounted using the rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. A corresponding right-of-use asset (“ROU asset”) is recorded, measured based on the initial measurement of the lease liability. ROU assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

 

Lease expense for operating leases, consisting of lease payments, is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the ROU asset on a straight-line basis over the shorter of the useful life of the asset or the lease term, and interest expense is calculated using the effective interest rate method.


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

7.LEASES (Continued)

 

The following is a summary of lease cost recognized in the Company’s consolidated statements of operations:

 

  Three months ended  Three months ended 
  September 30,
2020
  September 30,
2019
 
  Operating  Finance  Operating  Finance 
  Leases  Leases  Leases  Leases 
Lease cost in general and administrative expenses:                
Operating lease expense $104,380  $-  $38,760  $       - 
Amortization of finance lease ROU assets  -   49,713   -   - 
Total lease cost in general and administrative expenses  104,380   49,713   38,760   - 
                 
Lease cost in other expense:                
Interest on finance lease liabilities  -   21,530   -   - 
Total lease cost in other expense  -   21,530   -   - 
Total lease cost $104,380  $71,243  $38,760   - 

  Nine months ended  Nine months ended 
  September 30,
2020
  September 30,
2019
 
  Operating  Finance  Operating  Finance 
  Leases  Leases  Leases  Leases 
Lease cost in general and administrative expenses:                
Operating lease expense $297,459  $-  $118,146  $       - 
Amortization of finance lease ROU assets  -   289,277   -   - 
Total lease cost in general and administrative expenses  297,459   289,277   118,146   - 
                 
Lease cost in other expense:                
Interest on finance lease liabilities  -   27,585   -   - 
Total lease cost in other expense  -   27,585   -   - 
Total lease cost $297,459  $316,862  $118,146   - 

Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020

7.LEASES (Continued)
  Three months ended  Three months ended 
  March 31,
2021
  March 31,
2020
 
  Operating  Finance  Operating  Finance 
  Leases  Leases  Leases  Leases 
Lease cost in general and administrative expenses:                
Operating lease expense $98,535  $-  $95,904  $- 
Amortization of finance lease ROU assets  -   36,000   -   137,165 
Total lease cost in general and administrative expenses  98,535   36,000   95,904   137,165 
                 
Lease cost in other expense:                
Interest on finance lease liabilities  -   1,601   -   3,596 
Total lease cost in other expense  -   1,601   -   3,596 
Total lease cost $98,535  $37,601  $95,904  $140,761 

 

The following is a summary of the impact of the Company’s leases on the consolidated statements of cash flows:

 

 Nine months ended  Three months ended 
 September 30,  March 31, 
 2020  2019  2021  2020 
Leasing activity in cash flows from operating activities:                
Operating leases  (185,388)  (112,071)
Payments under operating leases  (113,812)  (96,084)
Interest payments on finance lease liabilities  (27,585)  -   (1,601)  (3,596)
Total leasing activity in cash flows from operating activities  (212,973)  (112,071)  (115,413)  (99,680)
                
Leasing activity in cash flows from financing activities:                
Principal payments on finance lease liabilities  (259,232)  -   (25,149)  (64,082)
Total leasing activity in cash flows from financing activities:  (259,232)  (74,714)  (25,149)  (64,082)

 

The weighted-average remaining lease terms and weighted-average discount rates for operating and finance leases at September 30, 2020March 31, 2021 and December 31, 20192020 were as follows:

 

 September 30, December 31,  March 31, December 31, 
 2020  2019  2021  2020 
Weighted average remaining lease term (years) - operating leases  1.0   0.8   2.4   2.6 
Weighted average remaining lease term (years) - finance leases  1.3   -   0.9   1.1 
Weighted average discount rate - operating leases  4.76%  5.00%  6.48%  6.52%
Weighted average discount rate - finance leases  3.87%  -%  3.94%  3.95%


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2021

7.LEASES (Continued)

 

The future annual minimum lease payments required under the Company’s leases as of September 30, 2020March 31, 2021 are as follows:

 

 Operating Finance     Operating Finance    
Future minimum lease payments Leases  Leases  Total  Leases  Leases  Total 
2020 $79,568  $80,485  $160,053 
2021  148,984   126,958   275,942  $300,786  $203,990  $504,776 
2022  10,516   67,106   77,622   288,192   73,289   361,481 
2023  -   23,162   23,162   256,332   7,088   263,420 
2024  16,592   -   16,592 
Total future minimum lease payments  239,068   297,711   536,779   861,902   284,367   1,146,269 
Less: Amount representing interest  (5,612)  (8,258)  (13,870)  (87,645)  (4,566)  (92,211)
Present value of lease liabilities  233,452   289,453   522,909   774,257   279,801   1,054,058 
Less: current portion  (205,427)  (192,504)  (397,931)  (337,626)  (192,649)  (530,275)
Long-term portion $28,029  $96,949  $124,978  $436,631  $87,152  $523,783 

  

8.PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following at:

 

 September 30, December 31,  March 31, December 31, 
 2020  2019  2021  2020 
Furniture, equipment and vehicles $946,221  $529,550 
Furniture and equipment $1,768,534  $1,103,301 
Less: accumulated depreciation  (478,841)  (396,661)  (599,512)  (523,924)
Total $467,380  $132,889  $1,169,022  $579,377 

 

Depreciation expense amounted to $82,180$108,198 and $48,289$124,939 for the ninethree months ended September 30,March 31, 2021 and 2020, and 2019, respectively.


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

9.GOODWILL AND INTANGIBLES

 

Goodwill consists of approximately $10,419,000 resulting from the excess of the consideration paid and the fair value of net tangible and intangible assets acquired from the Func Food Acquisition (see Note 10). As detailed in Note 10 goodwill increased by $395,000.Acquisition. There was no further activity related to goodwill during the ninethree months ended September 30, 2020.March 31, 2021.

 

Intangible assets consist of acquired customer relationships and brands from the Func Food Acquisition. The gross carrying amount and accumulated amortization of intangible assets were as follows as of September 30, 2020March 31, 2021 and December 31, 2019:2020:

 

 September 30, December 31,  March 31, December 31, 
 2020  2019  2021  2020 
Intangible assets subject to amortization                
Customer relationships gross carrying amount $14,047,671  $14,006,244  $14,050,000  $14,050,000 
Less: accumulated amortization  (473,589)  -   (733,803)  (582,917)
Total $13,574,082  $14,006,244  $13,316,197  $13,467,083 
                
Intangible assets not subject to amortization                
Brands total carrying amount $3,166,756  $3,166,756  $3,123,000  $3,123,000 
Total Intangibles $

16,740,838

  $17,173,000  $16,439,197  $16,590,083 

 

Customer relationships are amortized over an estimated useful life of 25 years and brands have an indefinite life. Amortization expense for the ninethree months ended September 30,March 31, 2021 and 2020 was $429,307. There was no amortization expense related to intangible assets for the nine months ended September 30, 2019.approximately $151,000 and $144,000, respectively.

 

Other fluctuations in the amounts of intangible assets are due to currency translation adjustments.

 

The following is the future estimated amortization expense related to customer relationships:

 

As of September 30, 2020:   
2020 $132,057 
2021  560,378 
2022  560,378 
2023  560,378 
2024  560,378 
Thereafter  11,200,513 
  $13,574,082 

Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020

As of March 31, 2021:    
2021  $562,000 
2022   562,000 
2023   562,000 
2024   562,000 
2025   562,000 
Thereafter   10,506,197 
   $13,316,197 

 

10.ACQUISITION-EUROPEAN OPERATIONS

The Company acquired 100% of Func Food Group, Oyj (“Func Food”) on October 25, 2019 (the “Acquisition”). The Acquisition was structured as a purchase of all of Func Food’s equity shares and a restructuring of Func Food’s pre-existing debt. Total consideration was $27,060,701, which consisted of approximately $14,188,000 in cash, $8,357,000 of newly issued bonds (see Note 13) and $4,516,000 related to the settlement of a pre-existing debt. In addition to the aforementioned bond issuance, the Company financed the acquisition by issuing new common shares.

Func Food is a marketer and distributor of nutritional supplements, health food products, and beverages that support sport activities and healthy living and lifestyles in Finland, Sweden, and Norway. Func Food has been the Nordic distributor of Celsius products since 2015 and, as a result of the acquisition, the Company expects to further increase its Nordic market share by leveraging collaborations, revamping its marketing strategy and focusing on core products. It also expects to reduce costs through economies of scale.

The Company recorded the acquisition in accordance with ASC-805, pertaining to business combinations. The following table summarizes the consideration paid for Func Food and the amounts of the assets acquired at fair market value and liabilities assumed recognized at the Acquisition date.

Acquisition consideration   
Cash $14,188,056 
Bonds payable  8,356,958 
Settlement of pre-existing debt  4,515,687 
Total consideration transferred  27,060,701 
     
Assets acquired and liabilities assumed    
Accounts receivable $1,300,468 
Inventories  2,161,067 
Prepaid expenses and other current assets  331,774 
Property and equipment  616 
Right of use asset  806,572 
Other long-term assets  101,413 
Intangible assets-Customer relationships  14,050,000 
Intangible assets-Brands  3,123,000 
Accounts payable and accrued expenses  (3,489,080)
Lease liability Obligations  (817,041)
Other current liabilities  (927,088)
Total identifiable net assets $16,641,701 
Goodwill $10,419,000 

During the three months ended September 30, 2020, goodwill increased by approximately $395,000 due to an additional liability that the Company assumed from the Func Food Acquisition. The additional liability consisted of charges related to an uncertain fiscal position reflected in a 2016 filing. This increase in liabilities and goodwill was recorded as a measurement period adjustment to the net assets acquired from the Func Food Acquisition. The additional liability is reflected in other current liabilities.

For the three and nine months ended September 30, 2020, the amount of revenue of Func Food that is included in the Company’s consolidated income statement was approximately $9,530,000 and $26,552,000, respectively, and the amount of losses from Func Food for the same periods was approximately $25,600 and a loss of $742,000, respectively.

On a pro forma basis, if the Acquisition had occurred on January 1, 2019, the Company’s total consolidated revenue for the three and nine months ended September 30, 2019 would have been $27.4 million and $71.9 million, respectively. For the same periods, pro forma consolidated earnings would have been $(1.5) million and $2.9 million, respectively. Pro forma earnings include adjustments to reflect the additional amortization that would have been charged for the intangible assets recognized in the Acquisition.

Pro forma earnings for the three and nine months ended September 30, 2019 also include historical, non-recurring expenses of Func Food amounting to approximately $2.2 million and $6.7 million, respectively, which are not expected to have an ongoing effect after the Acquisition. These non-recurring expenses related to inventory impairment, restructuring, and interest on debt that was restructured as part of the Acquisition. Consequently, had these non-recurring expenses not been incurred, pro forma earnings for the three months ended September 30, 2019 would have amounted to $0.38 million and a pro forma loss for the nine months ended September 30, 2019 of $8.52 million.


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

11.10.ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consist of the following at:

  

 September 30, December 31,  March 31, December 31, 
 2020  2019  2021  2020 
Accounts payable $5,191,208  $10,159,900  $18,519,644  $11,854,421 
Accrued expenses  12,926,403   7,132,747   19,005,746   13,558,332 
Total $18,117,611  $17,292,647  $37,525,390  $25,412,753 

 

12.11.OTHER LIABILITIES

 

Other current liabilities consist of the following at:

 

  September 30,  December 31, 
  2020  2019 
Other Liabilities-State Beverage Container Deposit $716,678  $107,399 
Total $716,678  $107,399 

13.BONDS PAYABLE

Bonds payable consists of the following as of:

  September 30,  December 31, 
  2020  2019 
Bonds were originally issued by Func Food Group, Oyj and were reinstated as part of the purchase consideration to acquire the European Operations (see Note 10). The Bonds are Euro-denominated, unregistered, and were issued on October 25, 2019 at an initial nominal amount of approximately $9.1 million, less discount and issuance costs of approximately $0.7 million. The Bonds accrue interest at a stated interest rate of 6.00% per annum, due semi-annually in arrears, with the first interest payment due on April 30, 2020. The maturity date of the Bonds is October 30, 2020. The Bonds are carried at the nominal amount, less any unamortized discount and issuance costs.  The original issuance discount amounted to approximately $381,000.  The discount is amortized using the effective interest rate method. As of September 30, 2020, the unamortized balance of the discount is approximately $42,000. Amortization of the discount was approximately $339,000 for the nine months ended September 30, 2020. The bond issuance costs amounted to $188,000. The issuance costs are being amortized over a straight-line basis, given the short-term nature and that it does not result in a material difference from applying the effective interest rate method. Amortization of the total bond discounts for the nine months ended September 30, 2020 was $506,100.  Fluctuations in currency resulted in a translation loss of $399,628, for the nine months ended September 30, 2020.        
         
Upon maturity of the Bonds, Func Food Group, Oyj may, at its own election, convert up to 50% of the outstanding nominal amount of the Bonds into shares of common stock, at a conversion price relative to the 30-day weighted-average trading price of the Company’s common shares prior to the Acquisition.        
         
At Func Food Group, Oyj’s election, the Bonds are callable at 103% at any time. Additionally, mandatory prepayments would be required in the event of either i) a capital raise consummated by the Company or ii) the sale of a certain product line of Func Food. To the fullest extent possible, the net proceeds derived from either event must first be applied towards prepayment of the bonds at 103%, plus any accrued but unpaid interest on the repaid amount.        
         
The Bonds are unsubordinated and are guaranteed by Func Food and its direct and indirect subsidiaries. The Bonds are secured by substantially all the assets of Func Food. The Bonds contain certain financial covenants that are specific to Func Food, mainly related to minimum cash requirements at the end of each quarter. As of September 30, 2020, Func Food is in compliance with these covenants. $9,540,007  $8,634,279 
         
Total Bonds Payable $9,540,007  $8,634,279 

  March 31,  December 31, 
  2021  2020 
Other Liabilities-State Beverage Container Deposit $586,954  $425,232 
Total $586,954  $425,232 

 20


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

14.12.RELATED PARTY TRANSACTIONS

 

The Company’s office is rented from a company affiliated with CD Financial, LLC which is controlled by one of our major shareholders. Currently, theThe current lease expires on October 2020January 2024 with monthly rent of $12,826.$17,295. The rental fee is commensurate with other properties available in the market.

 

15.13.STOCKHOLDERS’ EQUITY

 

Issuance of common stock pursuant to exercise of stock options

 

During the ninethree months ended September 30, 2020,March 31, 2021, the Company issued an aggregate of 1,272,336322,858 shares of its common stock pursuant to the exercise of stock options granted under the Company’s 2015 Stock Incentive Plan. The Company received aggregate proceeds of $2,296,343$715,910 for 875,576234,546 options exercised for cash, with the balance of the options having been exercised on a “cashless” basis.

 

During the ninethree months ended September 30, 2019,March 31, 2020, the Company issued an aggregate of 690,179337,949 shares of its common stock pursuant to the exercise of stock options granted under the Company’s 2015 Stock Incentive Plan. The Company received aggregate proceeds of $224,083$215,347 for 245,584133,921 options exercised for cash, with the balance of the options having been exercised on a “cashless” basis.

    

Issuance of common stock pursuant to private placement

On August 25, 2020 the Company issued 1,437,909 shares of its common stock and obtained approximately $22,000,000 of cash as part of a private placement.

Issuance of common stock pursuant to public placement

On September 16, 2019 the Company issued 7,986,110 shares of common stock in a public offering and obtained gross proceeds of $28,749,996 and paid $1,585,000 in commissions & fees and incurred in $209,559 of expenses related to the capital raise thereby resulting in net-proceeds in the amount of $26,955,437.

16.14.STOCK-BASED COMPENSATION

  

The Company adopted an Incentive Stock Plan on January 18, 2007. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. While the plan terminates 10 years after the adoption date, issued options have their own schedule of termination. During 2013, the majority of the shareholders approved to increase the total available shares in the plan from 2.5 million to 3.5 million shares of common stock. During May 2014, the majority of the shareholders approved to increase the total available shares in the plan from 3.5 million to 4.25 million shares of common stock, during February 2015, the majority of the shareholders approved to increase the total available shares in the plan from 4.25 million to 4.6 million shares of common stock and during April 2015, the majority of the shareholders approved to increase the total available shares in the plan from 4.6 million to 5.1 million shares of common stock. Options to acquire shares of common stock may be granted at no less than fair market value on the date of grant. Upon exercise, shares of new common stock are issued by the Company.

 

The Company adopted the 2015 Stock Incentive Plan on April 30, 2015. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. The 2015 Plan permits the grant of options and shares for up to 5,000,000 shares. In addition, there is a provision for an annual increase of 15% of the shares pertaining to the shares included under2015 plan that are outstanding as of the plan, with the shares to be added on the firstlast day of each calendar year, beginning on January 1, 2017.the prior year. As of September 30, 2020, 880,000March 31, 2021, approximately 1.8 million shares are available.


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

16.14.STOCK-BASED COMPENSATION (Continued)

 

Under the 2015 Stock OptionIncentive Plan, the Company has issued options outstanding to purchase approximately 5.64.9 million shares at an average price of $4.08 per share$4.23 with a fair value of $94.2$205.4 million. For the ninethree months ended September 30,March 31, 2021 and 2020, and 2019, the Company issued options to purchase 495,274303,750 and 1.68 million shares. 285,000 shares, respectively. Upon exercise, shares of new common stock are issued by the Company.

For the ninethree months ended September 30,March 31, 2021 and 2020, and 2019, the Company recognized an expense of approximately $4,719,000$3.6 million and $3,354,295$1.4 million, respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a Black ScholesBlack-Scholes option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. As of September 30, 2020,March 31, 2021, the Company had approximately $6,786,000$24.7 million of unrecognized pre-tax non-cash compensation expense, which the Company expects to recognize, based on a weighted-average period of 32.45 years. The Company used straight-line amortization of compensation expense over the two to nine-yearthree-year requisite service or vesting period of the grant. The Company recognizes forfeitures as they occur. There are options to purchase approximately 2.782.73 million shares that arehave vested as of September 30, 2020.March 31, 2021. 

 

The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black - ScholesBlack-Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following:

 

 Nine months ended
September 30,
  Three months ended
March 31,
 
 2020 2019  2021  2020 
Expected volatility  69.18%-81.11% 58.62%-121.32%  69.18%-81.11%  69.18%-81.11%
Expected term  4.84-5.00 Years 4.02-5.00 Years   4.49-5.00 Years   4.84-5.00 Years 
Risk-free interest rate  0.23% - 1.39% 1.79% - 2.72%  0.32%-1.39%  1.35% - 1.39%
Forfeiture Rate  0.00% 0.00%  0.00%  0.00%

  

The expected volatility was determined with reference to the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant.

 

A summary of the status of the Company’s outstanding stock options as of September 30, 2020March 31, 2021 and changes during the period ending on that date is as follows: 

 

     Weighted
Average
  

Aggregate

Intrinsic

  Average 
  Shares  Exercise  Value  Remaining 
  (000’s)  Price $  ($ 000’s)  Term (Yrs) 
Options            
Balance at December 31, 2019  6,528  $3.55  $8,978   6.58 
Granted  495  $7.07         
Exercised  (1,293) $2.40         
Forfeiture and cancelled  (141) $3.94         
Balance at September 30, 2020  5,589  $4.08  $94,174   6.41 
                 
Exercisable at September 30, 2020  2,785  $3.79         

     Weighted Average  Aggregate  Weighted 
  Shares  Exercise  Grant Date Fair  Intrinsic
Value
  Average
Remaining
 
  (000’s)  Price  Value  (000’s)  Term (Yrs) 
Options               
At December 31, 2020  5,198  $4.23      $240,866   6.89 
Granted  304  $42.49  $30.40         
Exercised  (328) $3.10  $56.37  $17,467     
Forfeiture and cancelled  (225) $15.79             
At March 31, 2021  4,949  $6.55      $205,375   7.04 
Exercisable at March 31, 2021  2,734  $3.99      $120,458   5.99 

 22


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

16.15.STOCK-BASED COMPENSATION (Continued)

 

The following table summarizes information about employee stock options outstanding at September 30, 2020:March 31, 2021:

 

 Outstanding Options Vested Options  Outstanding Options Vested Options 
 Number     Number      Number     Number     
 Outstanding     Exercisable      Outstanding Weighted Weighted Exercisable Weighted Weighted 
 At Weighted Weighted at Weighted Weighted 
 September 30, Average Average September 30, Average Average 
 2020 Remaining Exercise 2019 Exercise Remaining 
Range of Exercise Price (000’s) Term Price $ (000’s) Price $ Term 
Range of at Averaged Averaged at Averaged Averaged 
Exercise March 31, Remaining Exercise March 31, Exercise Remaining 
Price 2021 (000’s) Life Price 2021 (000’s) Price Life 
$0.20 - $0.53 130 2.34 $0.27 130 $0.27 2.34  100 1.98 $0.26 100 $0.26 1.98 
$0.65 - $1.80 49 4.15 $1.05 49 $1.05 4.15  105 3.91 $1.05 105 $1.05 3.91 
$1.83 - $2.84 258 0.75 $1.97 258 $1.97 0.75  117 4.77 $1.97 117 $1.97 4.77 
$3.20 - $6.20�� 5,089 6.79 $4.19 2,347 4.24 5.60   4,238  7.06 $4.18  2,412  4.37  6.31 
$7.20 - $22.00  63  9.58 $14.53  0 $0  0 
$7.20-$60.00  389  9.68  36.77  0  0.00  0 
Outstanding options  5,589 6.41 $4.08  2,785 $3.79 4.97   4,949  6.87 $6.53  2,734 $3.99  5.99 

 

As of September 30, 2020,March 31, 2021, the Company had approximately $6,786,000$24.7 million of unrecognized pre-tax non-cash compensation expense, which the Company expects to recognize, based on a weighted-average period of 32.45 years.

 

Restricted Stock Awards

 

Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. The holder of a restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares. The value of stock awards that vest over time wasis established by the market price on the date of its grant. A summary of the Company’s restricted stock activity for the ninethree months ended September 30,March 31, 2021 and 2020 and 2019 is presented in the following table:

 

 For the Nine Months ended  For the three Months ended 
 September 30,
2020
 September 30,
2019
  March 31,
2021
  March 31,
2020
 
   Weighted   Weighted     Weighted     Weighted 
   Average   Average     Average     Average 
   Grant Date   Grant Date     Grant Date     Grant Date 
 Shares Fair Value Shares Fair Value  Shares  Fair Value  Shares  Fair Value 
Unvested at beginning of period 90,000 $3.23 38,889 $-   66,229  $14.78   123,334  $3.34 
Transfers to restricted stock units  (45,871)  34.02   -   - 
Granted 92,444 14.72 - -   0   0.00   3,916   5.59 
Vested  (18,582)  14.72  8,333  -   (172)  22.30   (3,916)  5.59 
Unvested at end of period  163,862 $8.41  30,556 $3.64   20,186  $14.72   123,334  $3.34 

 

The total fair value of shares vested during the three months ended March 31, 2021 and 2020 was immaterial. Unrecognized compensation expense related to outstanding restricted stock awards to employees and directors as of September 30, 2020March 31, 2021 was $614,870,$98,234 and is expected to be expensed over the next 18four months.


Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

September 30, 2020March 31, 2021

 

17.15.STOCK-BASED COMPENSATION (Continued)

Restricted Stock Units

Restricted stock units are awards that give the holder the right to receive one share of common stock for each restricted stock unit upon meeting service-based vesting conditions (typically annual vesting in three equal annual installments, with a requirement that the holder remains in the continuous employment of the Company). The value of restricted stock units that vest over time is established by the market price on the date of its grant. A summary of the Company’s restricted stock unit activity for the three months ended March 31, 2021 and 2020 is presented in the following table:

  For the three Months ended 
  March 31,
2021
  March 31,
2020
 
     Weighted     Weighted 
     Average     Average 
     Grant Date     Grant Date 
  Shares  Fair Value  Shares  Fair Value 
Unvested at beginning of period  -  $            -  $         - 
Transfers from restricted stock awards  45,871   34.02   -     
Granted  468,600   50.56   -   - 
Vested  -   -   -   - 
Forfeiture and cancelled  (10,200)  50.31         
Unvested at end of period  504,271  $49.06   -  $- 

Unrecognized compensation expense related to outstanding restricted stock units to employees and directors as of March 31, 2021 was $22.8 million and is expected to be expensed over the next 35 months. 

23

Celsius Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

March 31, 2021

16.COMMITMENTS AND CONTINGENCIES

 

On April 8, 2019, Daniel Prescod filed suit against Celsius Holdings, Inc., Case No. 19STCV09321, pending in Superior Court for the State of California, County of Los Angeles (the “Prescod Litigation”). Daniel Prescod asserts that the Company’s use of citric acid in its products while simultaneously claiming “no preservatives” violates California Consumer Legal Remedies Act, California Business and Professions Code Section 17200, et seq., and California Business and Professions Code Section 17500, et seq., because citric acid acts as a preservative. The Company does not use citric acid as a preservative in its products, but rather as a flavoring, and therefore it believes that its “no preservatives” claim is fair and not deceptive. This matter is still in its early stages and discovery has only just begun. The Company intends to contest the claims vigorously. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time.

On January 24, 2020, Evlution Nutrition, LLC filed suit against Celsius Holdings, Inc., Case No. 0:20-cv-60159-BB, pending in federal court for the Southern District of Florida, for trademark infringement (the “Evlution Litigation”). Evlution asserts that Celsius’ BCAA dietary supplement product’s use of BCAA + ENERGY infringes upon Evlution’s registered trademarks. The Company believes that Evlution’s trademarks are invalid, merely descriptive, and unenforceable and Celsius has filed a cancellation proceeding regarding those trademarks with the Trademark Trial and Appeal Board, which has been stayed, but Celsius reasserted these claims in counterclaims filed in the Evlution Litigation. The Company intends to defend against Evlution’s claims vigorously. This matter is still in its early stages and discovery has only just begun. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time.

In JuneNovember of 2020, McGovern Capital, Inc. (“McGovern”and Kevin McGovern (collectively “McGovern”) indicated that it intended to pursuefiled a claim in arbitration related to its Representative Agreement with Celsius Holdings, Inc. as amended by the first amendment dated August 6, 2016. Pursuant to the Representative Agreement, McGovern is entitled to receive a fee of three percent (3%) of “Net Revenues” received by the Company’s from sales of the Company’s Products in the People’s Republic of China for a period of four years from Initial Commercial Sale (which was September 1, 2017). “Net Revenues” are defined in the Representative Agreement as “the Company’s revenues net of actual discounts applied, credits and returns.” Effective January 1, 2019, the Company restructured its China operations from a distribution arrangement with Qifeng Food Technology (Beijing) Co. Ltd. (“Qifeng”), to a license and royalty arrangement and a loan, pursuant to which Qifeng will market and distribute the Company’s products in China, and Celsius will receive an annual royalty payment. The Company intends to pay McGovern its percentage of the annual royalty payment, but McGovern has objected claiming that McGovern is entitled to be paid commissions on the entire royalty payment and the amount of the loan to Qifeng. The Company has obtained two opinions pursuant to GAAP and related accounting rules indicating that its agreements with Qifeng are not “Net Revenue” as it relates to the repayment of the investments which are accounted for as a note receivable to the Company, and therefore that it has not breached any obligations to McGovern under its agreements. The Company intends to defend against McGovern’s claims vigorously.vigorously and has filed a counterclaim related to McGovern’s failure to comply with the covenant of good faith and fair dealing in the Representative Agreement. This matter is still in its early stages and there has been no discovery. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time.

 

In addition to the foregoing, from time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.

 

The Company has entered into distribution agreements with liquidated damages in case the Company cancels the distribution agreements without Cause. Cause has been defined in various ways. It is management’s belief that no such agreement has created any liability as of September 30,December 31, 2020.

 

Additionally, our business and results of operations may be adversely affected by the pandemic and public health crises related to the COVID-19 outbreak which is affecting the macro-economic environment. Please refer to Item 1.A.1A. Risk Factors for further details.


18.17.SUBSEQUENT EVENTS

  

On October 30, 2020, the Bonds Payable as reflected in Note 13, were paid-in-full and a release letter was obtained from the Bond Holders’ agent thereby releasing Func Food Group from any related liability or debt, as well as the release of the security interest pertaining to Func Food Group assets.

None

 


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

When used in this report, unless otherwise indicated, the terms “the Company,” “Celsius,” “we,” “us” and “our” refer to Celsius Holdings, Inc. and its subsidiaries.

 

Note Regarding Forward Looking Statements

 

This report contains forward-looking statements that reflect our current views about future events. We use the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “will,” “intend,” “may,” “plan,” “project,” “should,” “could,” “seek,” “designed,” “potential,” “forecast,” “target,” “objective,” “goal,” or the negatives of such terms or other similar expressions. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Business Overview

 

We are engagedCelsius Holdings is a fast-growing company in the functional energy drink and liquid supplement categories in the United States and internationally. We engage in the development, processing, marketing, sale, and distribution of functional” calorie-burning drinks and liquid supplements to a broad range of consumers. We believe that we provide differentiated products that offer clinically proven and innovative formulas meant to change the lives of our consumers for the better. We also believe that our brand is attractive to a broad range of customers including fitness beverages underenthusiasts.

Our core offerings include pre- and post-workout functional energy drinks, as well as protein bars. Our flagship functional energy drink and liquid supplement brands are backed by science, being clinically proven to deliver health benefits by six self-funded studies published in various journals including the Celsius® brand name. According to multiple clinicalJournal of the International Society of Sports Nutrition, the Journal of the American College of Nutrition, and the Journal of Strength and Conditioning Research. These studies we funded,have concluded that a single serving of Celsius®Celsius burns 100 to 140100-140 calories by(by increasing a consumer’s resting metabolism an average of 12% and, while providing sustained energy for up to three hours.

Our flagship asset, Celsius, is a nine-hour period.fitness supplement drink which accelerates metabolism and burns calories and body fat while providing energy. This product line comes in two versions, a ready-to-drink supplement format and an on-the-go powder form. We also offer a Celsius Heat and a Branch Chain Amino Acids line, catered to both pre- and post-workout consumer needs. Our exercise focused studies show Celsius delivers additional benefits when consumed prior to exercise. The studies show benefits such as increaseproducts are currently offered in fat burn, increasemajor retail channels in lean musclethe US including conventional grocery, natural, convenience, fitness, mass market, vitamin specialty and increased endurance.e-commerce.

An integral part of our value proposition is our focus on the functional energy drink and liquid supplement category, ensuring our products have clear and proven benefits. This is why we invest in research and development from the start and utilize our proprietary MetaPlus formulation in our portfolio, a blend of ginger root, guarana seed extract, chromium, vitamins, and green tea extract.


Corporate Information

 

We seek to combine nutritional science with mainstream beverageswere incorporated in the State of Nevada in April 2005. Our principal executive offices are located at 2424 North Federal Highway, Suite 208, Boca Raton, Florida 33431, and our telephone number is (561) 276-2239. Our website is www.celciusholdingsinc.com. Information contained on, or that can be accessed through, our website is not incorporated by using our proprietary thermogenic (calorie-burning) MetaPlus® formulation, while fostering the goal of healthier everyday refreshment by being as natural as possible without the artificial preservatives often found in many energy drinks and sodas. Celsius® has no artificial preservatives, aspartame or high fructose corn syrup and is very low in sodium. Celsius® uses good-for-you ingredients and supplements such as green tea (EGCG), ginger, calcium, chromium, B vitamins and vitamin C. The main Celsius line of products are sweetened with sucralose, a sugar-derived sweetener that is found in Splenda®, which makes our beverages low-calorie and suitable for consumers whose sugar intake is restricted.reference into this Quarterly Report on Form 10-Q.

 

We have undertaken significant marketing efforts aimed at building brand awareness, including a wide variety of marketing vehicles such as television, radio, digital, social media, sponsorships,Celsius® and magazine advertising. We also undertake various promotions at the retail level such as coupons and other discounts in addition to in-store sampling.

We do not directly manufacture our beverages, but instead outsource the manufacturing process to established third-party co-packers. We do, however, provide our co-packers with flavors, ingredient blends, cans and other raw materials for our beverages purchased by us from various suppliers.


MetaPlusPotential Effects® are registered trademarks of the COVID-19 PandemicCompany in the United States. This Quarterly Report on the Company’s Business

See “Part II – Item 1.A. Risk Factors” for disclosure with respect to the potential effectsForm 10-Q also contains other registered and unregistered trademarks of the COVID-19 pandemic on the Company’s business and additional risk factors with respect thereto.Company.

 

Results of Operations

 

Three months ended September 30, 2020March 31, 2021 compared to three months ended September 30, 2019March 31, 2020

 

Revenue

For the three months ended September 30, 2020,March 31, 2021, revenue was approximately $36.8$50.0 million, an increase of $16.4$21.9 million or 80.4%78.0% from $20.4$28.2 million for the same quarter of 2019. The revenue increase of 80.4% was attributable to continued strong growth of 60.4% in North American revenues, reflecting double digit growth from existing accounts, new distribution and expanded distribution to major retailers. European revenue for the three months ended September 30, 2020March 31, 2020. Approximately 90% of this growth was $9.5as a result of increased revenues from North America where revenues for the 2021 quarter were $39.0 million, an increase of 182.3%$19.6 million or 101% from 2019 quarter revenue of $3.4 million.$19.4 million in the 2020 quarter. The 2020 results now reflect the full financial impact of consolidationbalance of the results of operations of Func Food Group, Oyj (“Func Food”), ourincrease was largely attributable to a 22% growth in European distribution partner whom we acquiredrevenues to $10.4 million in October 2019.the 2021 quarter from $8.5 million in 2020 quarter. Asian revenues (which primarily consist of royalty revenues from our China licensee) for the three months ended September 30, 2020 amounted to $274,532 anMarch 31, 2021 were $536,000, a 100.0% increase of 40.8% from $194,982 in$268,000 for the 2019prior year quarter. Other international markets generated $145,415 of revenue$128,000 in revenues during the third quarter of 2020,three months ended March 31, 2021, an increase of $57,015 when compared to $88,400$71,000 from $57,000 for the same quarter in the2020 prior year. year quarter.

The total increase in revenue from the 2019 quarter to the 2020 quarter was primarily attributable to increases in sales volume, as opposed to increases in product pricing.

The following table sets forthprimary factors behind the amount of revenues by segment and changes therein for the three months ended September 30, 2020 and 2019:

  Three months ended
September 30,
 
Revenue Source 2020  2019  Change 
Total Revenue $36,839,150  $20,423,848   80.4%
             
North American Revenue $26,891,527  $16,765,598   60.4%
             
European Revenue $9,527,676  $3,374,868   182.3%
             
Asian Revenue $274,532  $194,982   40.8%
             
Other $145,415  $88,400   64.5%

Gross profit

For the three months ended September 30, 2020, gross profit increased by approximately $8.9 million or 103.4% to $17.5 million, from $8.6 million for the same quarter in 2019. Gross profit margins for the three months ended September 30, 2020, were 47.6%, which compared favorably to 42.2% for the same quarter in 2019. The increase in gross profit is mainlyNorth American sales volume were related to increasecontinued strong triple-digit growth of 137% in sales volume from the 2019 quarter to the 2020 quarter, as opposed to increases in product pricing.

Sales and marketing expenses

Sales and marketing expenses for the three months ended September 30, 2020 were approximately $8.3 million, an increasetraditional channels of approximately $3.3 million or 67.9% from approximately $4.9 million in the 2019 quarter. This increase reflects the impact of the consolidation of the operating results of Func Food following its October 2019 acquisition by the Company, which resulted intrade, coupled with an increase in presence in world class retailers. Additionally, the continued expansion of our marketing investmentsDirect Store Delivery (DSD) network delivered a growth of 88.3% or $1.7 million from the 2019 quarter172% in our distributor revenues when compared to the 2020 quarter. Similarly, all other sales and marketing expenses give effect to increases related to the consolidation of Func Food’s operations. Specifically, employee costs, which also includes investments in human resources to properly service our markets, increased to $2.3 million or 70.9% from the 2019 quarter to the 2020prior year quarter. Moreover, duee-commerce revenues grew 79% or $ 3.7 million to the increase in business volume$8.4, from the 2019 quarter to the 2020 quarter, our support to distributors and investments in trade activities, our storage and distribution costs increased by $705,000 from the 2019 quarter to the 2020 quarter.

 26

General and administrative expenses

General and administrative expenses for the three months ended September 30, 2020 were approximately $4.6 million, an increase of approximately $2.4 million or 107.7%, from $2.2 million for the three months ended September 30, 2019. This increase similarly reflects the impact of the consolidation of Func Food’s operations which were not present$4.7 in the results for the 2019prior year quarter. As such, administrative expenses for the three months ended September 30, 2020 were $1.3 million, an increase of $865,700 or 181.9% from $475,797 for the prior year’s quarter. Employee costs for the three months ended September 30, 2020, reflected an increase of $360,307 or 63.0%, not only attributable to the consolidation of Func Food’s operations, but also reflecting additional investments in resources in order to properly support our higher business volume. All other increases for general and administrative expenses from the 2019 quarter to the 2020 quarter were approximately $1.1 million. These increases mostly resulted from higher stock option expense of $1.2 million and, additional depreciation and amortization of $15,000 whichresults were partially offset by net decreasessome shipping delays related to can shortages, as well as the Texas freeze which shut down two co-packers as well as one of our warehouses for two and half weeks during the quarter. Furthermore, we estimated that the strengthening of the Euro accounted for approximately 8.4% of the increase in all other administrative expense of $121,744.European revenue in the 2021 quarter when compared to the prior year quarter.

 

Other income/(expense)

Total net other income for the three months ended on September 30, 2020 was $45,300, which compares favorably to other expenses of $543,000 for the same period in the prior year. The 2020 quarter results reflect a total favorable impact of $588,300 which includes $155,000 of lower amortization expenses, $143,000 gain related to foreign currency fluctuations, $407,600 gain on note receivable from China and net other miscellaneous expenses of $62,800 which were partially offset by higher net interest expenses of $54,500.

Net Income/(Loss)

As a result of the above, for the three months ended September 30, 2020, net income was $4.8 million or $0.07 per share based on a weighted average of 70,473,351 shares outstanding and dilutive earnings per share of $0.06 based on a fully-dilutive weighted average of 74,848,239 shares outstanding, which includes the dilutive impact of outstanding stock options to purchase 4,374,888 shares. In comparison, for the three months ended September 30, 2019, the Company had net income of approximately $961,042 or a $0.02 per share, based on a weighted average of 59,307,404 shares outstanding and a dilutive earnings per share of $0.03 based on a fully-dilutive weighted average of 62,532,510 shares outstanding.

Nine months ended September 30, 2020 compared to nine months ended September 30, 2019

Revenue

For the nine months ended September 30, 2020, revenue was approximately $95.1 million, an increase of $44.1 million or 86.3% from $51.0 million for the same period in 2019. The revenue increase of was attributable in large part to continued strong growth of 57.4% in North American revenues, reflecting double digit growth in both existing accounts, new distribution and expanded distribution to major retailers. European revenue was $26.8 million for the nine-months ended September 30, 2020, an increase of 251.0%, from to $7.6 million in revenue for the 2019 period. The 2020 results now reflect the full financial impact of the consolidation of the results of operations of Func Food. Asian revenues (which primarily consist of royalty revenues from our China licensee) for the nine months ended September 30, 2020 were $868,915 an increase of 38.1% from $629,028 for the 2019 period. Other international markets generated $308,706 of revenue during the nine months ended September 30, 2020 an increase of $149,586 from $159,120 for the same period in 2019. The total increase in revenue from the 2019 period to the 2020 period was primarily attributable to increases in sales volume, as opposed to increases in product pricing.


The following table sets forth the amount of revenues by category and changes therein for the ninethree months ended September 30, 2020March 31, 2021 and 2019:March 31, 2020:

 

 Nine months Ended
September 30,
  Three months ended
March 31,
 
Revenue Source 2020  2019  Change  2021  2020  Change 
            
Total Revenue $95,061,265  $51,031,426   86.3% $50,034,880  $28,184,889   77.5%
                        
North American Revenue $67,083,888  $42,607,433   57.4% $39,003,391  $19,359,169   101.5%
                        
European Revenue $26,799,756  $7,635,845   251.0% $10,367,793  $8,500,852   22.0%
                        
Asian Revenue $868,915  $629,028   38.1% $536,169  $268,292   100.0%
                        
Other Revenue $308,706  $159,120   94.0%
Other $127,527  $56,576   125.4%

Gross profit

 

For the ninethree months ended September 30, 2020,March 31, 2021, gross profit increased by approximately $22.3$7.6 million or 105.3%58.3% to $43.5$20.6 million, from $21.2$13.0 million for the same period in 2019.three months ended March 31, 2020. Gross profit margins increaseddeclined to 45.8%41.1% for the ninethree months ended September 30, 2020March 31, 2021 from 41.6%46.1% for the same period in 2019.prior year quarter. The increase in gross profit dollars andis related to increases in volume while the decrease in gross profit margins is mainly related to increases in freight, repackaging, raw material (cans) and processing costs. Furthermore, a temporary can shortage has also added incremental costs related to damages in transporting and processing given the added complexities of the supply chain in procuring these items. Based on our estimates the increase in volume as opposed tofavorably impacted gross profit dollars by approximately $7.9 million and a favorable currency impact provided an additional $0.7 million which were partially offset by unfavorable increases in product pricing.costs of approximately $1.0 million.


Sales and marketing expenses

Sales and marketing expenses for the ninethree months ended September 30, 2020March 31, 2021 were approximately $23.6$12.0 million, an increase of approximately $9.5$4.5 million or 67.8%60.0% from approximately $14.1$7.5 million for the same period in 2019.three months ended March 31, 2020. This increase reflectswas primarily attributable to marketing investment activities which were augmented by $2.5 million when compared to the impact of the consolidation of the operating results of Func Food following its October 2019 acquisition by the Company. As a result, our marketing investmentsprior year quarter. Additionally, employee costs increased by 77.4% or $4.2 millionapproximately $650,000 from the 2019 periodyear ago quarter as we continue to invest in this area in order to have the proper infrastructure to support the commercial growth. Similarly, we experienced increases in other sales expense in the amount of approximately $563,000 mainly related to trade-marketing activities to support our ongoing conversion to the 2020 period. Similarly, all other salesDSD network distribution channel. Lastly, storage and marketing expenses give effect to increases related to the consolidation of Func Food’s operations. Specifically, employeedistribution as well as broker costs accounted for the 2020 period, which also includes investments in human resources to properly service our markets, increased by $3.6 million or 87.9% from the 2019 period. Moreover, due toremainder of the increase in business volume, our supportthis area which amounted to distributors, investments in trade activities and storage and distribution costs increased by $1.7 million from the 2019 period to the 2020 period.$704,000.

 

General and administrative expenses

General and administrative expenses for the ninethree months ended September 30, 2020March 31, 2021 were approximately $12.5$7.8 million, an increase of $5.3$3.3 million or 71.9%,73.3% from $7.2approximately $4.5 million for the ninethree months ended September 30, 2019.March 31, 2020. This increase similarly reflects the impact of the consolidation of Func Food’s operationswas primarily attributable to stock option expense which were not present in the resultsamounted to $3.6 million for the 2019 period. As such, administrative expenses reflectedthree months ended March 31, 2020, an increase of $2.6$2.2 million which includedaccounted for 61.1% of the total increase in this area when compared to the prior year quarter. Management deems it very important to motivate employees by providing them ownership participation in the business in order to promote over performance which translates into the continued success of the Company. Additionally, employee costs for the three months ended March 31, 2021, reflect an increase of $221,000$0.66 million or 70.2%, as investments in this area are also required to properly service our higher business volume and provide support to the commercial and operational areas of our business. Administrative expenses were $2.1 million for the 2021 quarter, an increase of $460,000 or 28.8% from the prior year quarter. This increase is mainly related to higher legal costs, an increase in the bad debt reserve to cover any potential collectability risks associated with the COVID-19 pandemic. Employee costs for the nine months ended September 30, 2020, reflect an increase of $1.1 million or 58.9%, not only attributable to the consolidation of Func Food’s operations, but also additional investments in resources in order to properly support our higher business volume. All other increases for general and administrative expenses from the 2019 period to the 2020 period were $1.4 million. These increases mostly resulted from higher stock option expense of $1.3 million, depreciation and amortization of $34,000 and netrealization issues, increases in insurance costs and office rent. Depreciation, amortization and all other administrative expenses accounted for the remainder of $59,000.the variance which amounted to a net reduction of $21,000 for the three months ended March 31, 2021, when compared to the prior year quarter.

 

Other Income/(expense)expenses

 

Total net other expense for the ninethree months ended on September 30, 2020March 31, 2021 was $590,000,$228,000, which reflects a variancedecrease of $11.9 million$194,000 when compared to net total other expense of $422,000 for the three months ended March 31, 2020. The net other expense of $228,000 is composed of a foreign currency exchanges loss of $301,000, miscellaneous other non-operational expenses of $13,000, which were offset by interest income of $11.3 million for the same period in the prior year. The variance of $11.9 million is mainly$87,000 related to the recognition of a gain of $12.1 million pertaining to a note receivable from our Chinese licensee.distributor. The note receivable is the part of an agreement executed with our China distributor, related to the restructuring of our business relationship to a royalty-based model, which requires the repayment,being repaid over a five-year period, pursuant to an unsecured, interest-bearing note, ofrelated to the investmentmarketing investments the Company made in the China market during 2017 and 2018.


Net Income

 

As a result of all of the above, for the ninethree months ended September 30, 2020, the Company had aMarch 31, 2021, net income of $6.9 millionwas $585,000 or $0.10$0.01 per share based on a weighted average of 70,184,07172,516,396 shares outstanding and $0.09dilutive earnings per share of $0.01 based on a fully-dilutive weighted average of 73,524,20976,925,484 shares outstanding, which includes the dilutive impact of outstanding stock options to purchase 3,340,1384,409,088 shares. In comparison, for the ninethree months ended September 30, 2019 there wasMarch 31, 2020, the Company had net income of $11.1 millionapproximately $546,100 or $0.19a $0.01 per share, based on a weighted average of 58,023,68569,284,307 shares outstanding and after adding back interest expense on convertible notesa dilutive earnings per share of $348,493 and the amortization on discount on notes payable of $707,286, a diluted net income of $12.2 million or $0.20 per share$0.01 based on a fully-dilutive weighted average of 62,050,03270,339,416 shares outstanding which includesincluded the dilutive impact of theoutstanding stock options of 1,223,700 shares and the dilutive effect of the convertible notes of 2,802,647to purchase 1,055,109 shares.


Liquidity and Capital Resources

 

As of September 30, 2020,March 31, 2021, and December 31, 2019,2020, we had cash of approximately $52.2$31.6 million and $23.1$43.2 million, respectively, and working capital of approximately $62.2$73.6 million and $24.8$64.9 million, respectively. Cash provided in operations during the nine months ended September 30, 2020 was approximately $3.8 million and cash used in operations was approximately $966,000 for the nine-month period ended September 30, 2019, mainly reflecting investments in inventory, pre-payments and deposits and increase in accounts receivable.

 

In addition to cash flow from operations, our primary sources of working capital have been private placements and public offerings of our securities (including a private placement of 1,437,909 shares at a price of $15.30 completed on August 25, 2020 and an underwritten public offering of 7,986,110 shares at an offering price of $3.60 per share completed on September 16, 2019) and our credit facility with CD Financial, LLC (“CD Financial”), an affiliate of a principal shareholder of the Company.2020).

 

Our current operating plan for the next twelve (12) months reflects sufficient financial resources, notwithstanding the potential effects of the Covid-19 pandemic nevertheless; we do not contemplate obtaining additional financing.COVID-19 pandemic.

Cash flows used in operating activities

Cash flows used by operating activities totaled $13.3 million for the three months ended March 31, 2021, representing a $9.5 million increase from net cash used in operating activities of $3.8 million for the three months ended March 31, 2020. The increase was primarily driven by use of cash to increase our inventory levels in order to properly service our demand for our products. Additionally, the elimination of accounts receivable financing in Europe and the credit terms offered to our clients translated to use of cash this quarter as well as pre-payments or deposits to procure inventory which were partially offset by efficient use of terms offered by our vendors as it relates to the commitments and disbursements for the goods and services that are needed for our operations.

Cash flows provided by investing activities

Cash flows provided by investing activities totaled $1.2 million for the three months ended March 31, 2021, representing a $1.3 million increase from net cash used in investing activities of $0.1 million for the three months ended March 31, 2020. The increase primarily resulted from a payment of approximately $1.9 million from our Chinese distributor pertaining to the note receivable that was timely paid prior to the end of the quarter. Partially offsetting the increase in cash flows provided by investing activities was an increase in capital expenditures of $0.7 million, primarily attributable to the purchase of computer equipment and equipment utilized for trade marketing and merchandising.

Cash flows provided by financing activities

Cash flows provided by financing activities totaled $0.7 million for the three months ended March 31, 2021, representing a $0.5 million increase from $0.2 million for the three months ended March 31, 2020. The increase is mainly related to proceeds from stock option exercises, resulting in large part from the increased market price of our common stock and vesting of stock options; which was partially offset by payments pertaining to financial leases.

 

Off Balance Sheet Arrangements

 

As of September 30, 2020,March 31, 2021 and December 31, 2019,2020, we had no off-balance sheet arrangements.

 


Item 3. Quantitative Disclosures About Market Risks.

 

As a “smaller reporting company,” we are not required to provide the information required by this Item.

 


Item 4. Controls and Procedures

 

Management’s Report on Disclosure Controls and Procedures

 

Our President and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2020,March 31, 2021, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the Securities and Exchange Commission (the “SEC”), including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial and accounting officer), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Based on that evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that as of September 30, 2020,March 31, 2021, our disclosure controls and procedures were effective in that (a) we maintain records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (b) our records provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and board of directors; and (c) our records provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

 

Our President and Chief Executive Officer and our Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officer and our Chief Financial Officer have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

  

In addition to matters previously reported in our periodic reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.

  

Item 1.A. Risk Factors

 

Investing in our common stock involves a high degree of risk. The disclosure below amends and expands a number offollowing is an update to the risk factorsrisks set forth in Part I, Item 1.A -Risk1A. Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 to disclose2020 as filed with the potential effects of the Coronavirus pandemic on the Company’s business. TheseSecurities and Exchange Commission (the “SEC”). The risks and uncertainties along with those previously disclosed in the Annual Report, could materially adversely affectdiscussed below Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business. If any of these risks occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline and you could lose part or financial results.all of your investment. Additional risks and uncertainties not presently known to us or not believed by us to be material could also impact us.

RisksRisk Factors Relating to Our Business

The COVID-19 pandemic has had, and we expect will continue to have, certain impacts on our Business

Deterioration of general economic conditions could harmbusiness and operations, and such impacts may have a material adverse or other effect on our business and results of operations.

 

OurThe current COVID-19 pandemic has presented and continues to present a substantial public health and economic challenge around the world and is affecting our employees, communities and business operations, as well as the global economy and financial markets. The human and economic consequences of the COVID-19 pandemic as well as the measures taken or that may be taken in the future by governments, businesses (including the Company and our suppliers, bottlers/distributors, co-packers and other service providers) and the public at large to limit the COVID-19 pandemic, have and will directly and indirectly impact our business and results of operations, may be adversely affected by changes in the global macro-economic environment which may also reflect the negative impacts caused by pandemic and public health crises related to the COVID-19 pandemic. These macro-economic aspects may also impact inflation, currency exchange rates, interest rates, availability of capital markets, consumer demand, distribution and raw material costs.

Volatility in the financial markets and deterioration of global economic conditions could impact our business and operations in several ways, including, without limitation, the following:

 

Purchasing powerWe have experienced some decreases in sales of consumersour products in various distribution channels that have been affected by the COVID-19 pandemic, such as health and fitness clubs. While some of the restrictions imposed as a result of the initial COVID-19 outbreak have been lifted or eased in many jurisdictions as the rates of COVID-19 infections have decreased or stabilized, resurgence of the COVID-19 pandemic in some markets has slowed or reversed the reopening process, and markets are moving through varying stages of restrictions and re-opening at different times. However, we have recently seen a resurgence of the COVID-19 pandemic in the Northern Hemisphere while cases in the Southern Hemisphere continue to rise. As a result, a number of countries, particularly in EMEA, have reinstituted lockdowns and other restrictions, which could further impact customer demand. If the COVID-19 pandemic and related unfavorable economic conditions continue to intensify, the negative impact on our sales, including our new product innovation launches, could be prolonged and may be reduced thereby affecting demand for our products;become more severe.

 

Restrictions relatedDeteriorating economic conditions and continued financial uncertainties in many of our major markets due to social distancingthe COVID-19 pandemic, such as increased and other activities may limitprolonged unemployment, decreases in per capita income and the opportunity for our clientslevel of disposable income, declines in consumer confidence, or economic slowdowns or recessions, could affect consumer purchasing power and consumersconsumers’ ability to purchase our products;products, thereby reducing demand for our products. In addition, public concern among consumers regarding the risk of contracting COVID-19 may also reduce demand for our products.

 

IfThe closures of, and continued restrictions on, on-premise retailers and other establishments that sell our products as a significant numberresult of the COVID-19 pandemic have adversely impacted and may continue to adversely impact our sales and results of operations.


Our advertising, marketing, promotional, sponsorship and endorsement activities have been, and will continue to be, disrupted by reduced opportunities for such activities due to measures taken to limit the spread of the COVID-19 pandemic and the cancellations of or reduced capacity at sporting events, concerts and other events may result in decreased demand for our products. Our product sampling programs, which are part of our employeesstrategy to develop brand awareness, have been, and will continue to be, disrupted by the COVID-19 pandemic. If we are unable to work, including illness or travel restrictions in connection withsuccessfully adapt to the changing landscape of advertising, marketing, promotional, sponsorship and endorsement opportunities created by the COVID-19 pandemic, our operations maysales, market share, volume growth and overall financial results could be negatively impacted;affected.

 

A shutdownOur innovation activities, including our ability to introduce new products in certain markets, have been delayed and/or adversely impacted by the COVID-19 pandemic. If such innovation activities are disrupted and we continue to delay the launch of multiple co-packer facilities in connection with COVID-19 may affectnew products and/or we are unable to secure sufficient distribution levels for such new products, our product availability;business and results of operations could be adversely affected.

 

DecreasedSome of our suppliers, bottlers/distributors and co-packers may experience plant closures, production slowdowns and disruptions in operations as a result of the impact of the COVID-19 pandemic. This could result in a disruption to our operations.

We may experience delays in receiving certain raw materials as a result of shipping delays due to, among other things, additional safety requirements imposed by port authorities, closures of, or congestion at ports, reduced availability of commercial transportation, border restrictions and capacity constraints.

Due to increased demand in at-home consumption, the functional energy drink and liquid supplement industries have experienced some shortages of aluminum cans. However, we have been able to secure adequate supply and have not experienced significant adverse effects on our business, operations and financial condition from such shortage, however we are unable to accurately predict how this might change.

As a result of the COVID-19 pandemic, including related governmental measures, restrictions, directives and guidance, many of our office-based employees have worked remotely. We may experience reductions in productivity and disruptions to our business routines while our remote work policy remains in place. If our employees working remotely do not maintain appropriate measures to mitigate potential risks to our technology and operations from information technology-related disruptions, we may face cybersecurity threats. Employees of our third-party service providers who are working remotely, with whom we may share data, are subject to similar cybersecurity risks.

Governmental authorities at the U.S. federal, state and/or municipal level and in certain foreign jurisdictions may increase or impose new income taxes, indirect taxes or other taxes or revise interpretations of existing tax rules and regulations as a means of financing the costs of stimulus or may take other measures to protect populations and economies from the impact of the COVID-19 pandemic. Increases in direct and indirect tax rates could affect our net income and increases in consumer taxes could affect our products’ affordability and reduce our sales.

We may be required to record significant impairment charges with respect to goodwill or intangible assets whose fair values may be negatively affected by the effects of the COVID-19 pandemic.

The continued financial impact of the COVID-19 pandemic may cause one or more of the financial institutions we do business with to fail or default in their obligations to us or to become insolvent or file for bankruptcy, which could cause us to incur significant losses and negatively impact our results of operations and financial condition.

Actions we have taken or may take, or decisions we have made or may make, as a consequence of the COVID-19 pandemic may result in negative publicity and the Company becoming a party to litigation claims and/or legal proceedings, which could consume significant financial and managerial resources, result in decreased demand for our products dueand injury to significant unemployment as a result of COVID-19 and macro-economic environment;our reputation.

 

Limitations regardingThe resumption of normal business operations after the disruptions caused by the COVID-19 pandemic may be delayed or constrained by the COVID-19 pandemic’s lingering effects on our raw materials andsuppliers, bottlers/distributors, co-packers, contractors, business partners and/or other input components could substantially impact the availability of our products; andservice providers.

 

If needed, it may become more costly or difficult to obtain debt or equity financing to fund operations or investment opportunities, or to refinance our debt, in each case, on terms and within a time period acceptable to us.

Any of the negative impacts of the COVID-19 pandemic, including those described above, alone or in combination with others, may have a material adverse effect on our business, reputation, operating results and/or financial condition. Any of these negative impacts, alone or in combination with others, could exacerbate many of the risk factors discussed herein, any of which could materially affect our business, reputation, operating results and/or financial condition.

 


We rely on third party co-packers to manufacture our products. If we are unable to maintain good relationships with our co-packers and/or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer.

Disruption

We do not directly manufacture our products, but instead outsource such manufacturing to established third party co-packers. These third-party co-packers may not be able to fulfill our demand as it arises, could begin to charge rates that make using their services cost inefficient or may simply not be able to or willing to provide their services to us on a timely basis or at all. In the event of any disruption or delay, whether caused by a rift in our relationship or the inability of our co-packers to manufacture our products as required, we would need to secure the services of alternative co-packers. We may be unable to procure alternative packing facilities at commercially reasonable rates and/or within a reasonably short time period and any such transition could be costly. In such case, our business, financial condition and results of operations would be adversely affected.

We rely on distributors to distribute our products in the Direct Store Delivery (“DSD”) sales channel and in international markets. If we are unable to secure such distributors and/or we are unable to maintain good relationships with our existing distributors, our business could suffer.

We distribute Celsius® in the DSD sales channel by entering into agreements with distributors having established sales, marketing and distribution organizations. We similarly are seeking to expand our international distribution, particularly in the Far East and elsewhere in Asia by entering into agreements with large established distributors who service those markets. Unilateral decisions by distributors, grocery chains, convenience chains, drug stores, nutrition stores, mass merchants, club warehouses and other customers to discontinue carrying all or any of our products that they are carrying at any time, restrict the range of our products they carry, impose restrictions or limitations on the sale of our products and/or devote less resources to the sale of our products could cause our business to suffer. In addition, possible trading disputes between our distributors and their customers or buying groups may result in the delisting of certain of our products, temporarily or otherwise. Distributor consolidation may also have an impact on our business. Many of our distributors are affiliated with and manufacture and/or distribute other [liquid supplement and beverage] products. In many cases, such products compete directly with our products. The marketing efforts of our distributors are important for our success. If Celsius® proves to be less attractive to our distributors and/or if we fail to attract distributors, and/or our distributors do not market and promote our products with greater focus in preference to the products of our competitors, our business, financial condition and results of operations could be adversely affected.

Our customers are material to our success. If we are unable to maintain good relationships with our existing customers, our business could suffer.

Unilateral decisions could be taken by our distributors, grocery chains, convenience chains, drug stores, nutrition stores, mass merchants, club warehouses and other customers to discontinue carrying all or any of our products that they are carrying at any time, which could cause our business to suffer.

Additionally, as a result of the growth of our business and the increase in online sales in 2020 related in part to the COVID-19 pandemic, one customer, Amazon, accounted for approximately 15% and 12.0% of our revenues during the years ended December 31, 2020 and December 31, 2019, respectively. Notwithstanding the foregoing, we do not believe that we are dependent on our sales to Amazon for our continued growth and profitability.

Increases in cost or shortages of raw materials or increases in costs of co-packing costs could adversely impact our business.

The principal raw materials used by us are flavors and ingredient blends as well as aluminum cans, the prices of which are subject to fluctuations. We are uncertain whether the prices of any of the above or any other raw materials or ingredients we utilize will increase in the future and whether we will be able to pass any of such increases on to our customers. We do not use hedging agreements or alternative instruments to manage the risks associated with securing sufficient ingredients or raw materials. In addition, some of these raw materials, such as our distinctive sleek 12 ounce can, are available from a single or a limited number of suppliers. As alternative sources of supply chainmay not be available, any interruption in the supply of such raw materials might materially harm us.

While the liquid supplement and beverage industries have experienced some shortages of cans as a result of the COVID-19 pandemic, Celsius has been able to secure adequate supply and has not experienced significant adverse effects on its business, operations and financial condition from such shortage. However, there can be no assurance that if such shortages continue, its business, operations and financial condition will not be harmed.

32

Our failure to accurately estimate demand for our products could adversely affect our business and financial results.

We may not correctly estimate demand for our existing products and/or new products. Our ability to estimate demand for our products is imprecise, particularly with regard to new products, and may be less precise during periods of rapid growth, including in new markets. If we materially underestimate demand for our products or are unable to secure sufficient ingredients, flavors, aluminum cans, sleek aluminum cans and other raw materials for our liquid supplements or experience difficulties with our co-packing arrangements, including production shortages or quality issues, we might not be able to satisfy demand on a short-term basis. Moreover, industry-wide shortages of certain ingredients have been and could, from time to time in the future, be experienced, resulting in production fluctuations and/or product shortages. We generally do not use hedging agreements or alternative instruments to manage this risk. Such shortages could interfere with and/or delay production of certain of our products and could have a material adverse effect on our business and financial results.

If we do not accurately anticipate the future demand for a particular product or the time it will take to obtain new inventory, our inventory levels may be inadequate and our results of operations may be negatively impacted. If we fail to meet our shipping schedules, we could damage our relationships with distributors and/or retailers, increase our distribution costs and/or cause sales opportunities to be delayed or lost. In order to be able to deliver our products on a timely basis, we need to maintain adequate inventory levels of the desired products. If the inventory of our products held by our distributors and/or retailers is too high, they will not place orders for additional products, which could unfavorably impact our future sales and adversely affect our operating results.

Changes in the retail landscape or the loss of key retail or foodservice customers could adversely affect our financial results.

Our industry is being affected by the trend toward consolidation in and blurring of the lines between retail channels, particularly in Europe and the United States. Larger retailers may seek lower prices from us, may demand increased marketing or promotional expenditures, and may be more likely to use their distribution networks to introduce and develop private-label brands, any of which could negatively affect our profitability. In addition, discounters and value stores are growing at a rapid pace. Our industry is also being affected by the rapid growth in sales through e-commerce retailers, e-commerce websites, mobile commerce applications and subscription services, which may result in a shift away from physical retail operations to digital channels. As we build our e-commerce capabilities, we may not be able to develop and maintain successful relationships with existing and new e-commerce retailers without experiencing a deterioration of our relationships with key customers operating physical retail channels. If we are unable to successfully adapt to the rapidly changing retail landscape, including the rapid growth in digital commerce, our share of sales, volume growth and overall financial results could be negatively affected. In addition, our success depends in part on our ability to maintain good relationships with key retail customers. The loss of one or more of our key retail customers could have an adverse effect on our financial performance.

Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of affected products.

Various jurisdictions may seek to adopt significant additional product labeling or warning requirements or limitations on the marketing or sale of our products as a result of what they contain or allegations that they cause adverse health effects. If these types of requirements become applicable to one or more of our products under current or future environmental or health laws or regulations, they may inhibit sales of such products.

For example, under one such law in California, known as Proposition 65, if the state has determined that a substance causes cancer or harms human reproduction, a warning must be provided for any product sold in the state that exposes consumers to that substance, unless the exposure falls under an established safe harbor level or another exemption is applicable. If we were required to add Proposition 65 warnings on the labels of one or more of our liquid supplement products produced for sale in California, the resulting consumer reaction to the warnings and possible adverse publicity could negatively affect our sales both in California and in other markets]

Our continued expansion outside of the United States exposes us to uncertain conditions and other risks in international markets.

We have continued expanding sales of our products internationally into a variety of new markets and are currently seeking to expand our international distribution, particularly in the Far East and elsewhere in Asia by entering into agreements with established distributors who service those markets. As our growth strategy includes further expanding our international business, if we are unable to continue to expand distribution of our products outside the United States, our growth rate could be adversely affected. Although we intend to sell through established distributors in international markets, we have limited or no operating experience in many of such markets and it is costly to promote our brands in international markets. We face and will continue to face substantial risks associated with foreign distribution and sale of our products, including: economic and/or political instability in various international markets; fluctuations in foreign currency exchange rates; restrictions on or costs relating to the repatriation of foreign profits to the United States, including possible taxes and/or withholding obligations on any repatriations; and tariffs and/or trade restrictions. These risks could have a significant impact on our ability to distribute and sell our products on a competitive basis in international markets and could have a material adverse effect on our business, financial condition and results of operations. Also, distribution and sale of products outside of the United States are subject to risks relating to appropriate compliance with legal and regulatory requirements in local jurisdictions, potentially higher product damage rates if our products are shipped long distances, potentially higher incidence of fraud and/or corruption, credit risk our distributors and potentially adverse tax consequences.

 

Our

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Global or regional catastrophic events could impact our operations and affect our ability to commercializegrow our business.

Because of our increasingly global presence, our business could be affected by unstable political conditions, civil unrest, protests and demonstrations, large-scale terrorist acts, especially those directed against the United States or other major industrialized countries where our products is critical toare distributed, the outbreak or escalation of armed hostilities, major natural disasters and extreme weather conditions, such as hurricanes, wildfires, tornados, earthquakes or floods, or widespread outbreaks of infectious diseases (such as the COVID-19 pandemic). Such catastrophic events could impact our success. Damage or disruption tooperations and our supply chain, including third-party manufacturing the production and/or transportationdistribution of our products. Materials and/or personnel may need to mobilize to other locations. Our headquarters and distribution capabilities,a large part of our operations are located in Florida, a state at greater risk of hurricanes. Some of the raw materials we use, including certain sizes of cans, are available from limited suppliers, and a regional catastrophic event impacting such suppliers could adversely impact our operations. In addition, such events could disrupt global or regional economic activity, which could affect consumer purchasing power and consumers’ ability to purchase our products, thereby reducing demand for our products. If our operations are disrupted or we are unable to grow our business as a result of these factors, our growth rate could decline and our business, financial condition and results of operations could be adversely affected.

Climate change and natural disasters may affect our business.

There is concern that a gradual increase in global average temperatures due to pandemicsincreased carbon dioxide and other greenhouse gases in the atmosphere could cause significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Changing weather patterns could result in decreased agricultural productivity in certain regions, and/or outbreaks of diseases or other health issues, which may limit availability and/or increase the cost of certain ingredients used in our products and could impact the food security of communities around the world. Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain and/or impact demand for our products.

Natural disasters and extreme weather conditions, such as hurricanes, wildfires, earthquakes or floods, and outbreaks of diseases (such as the coronavirus (COVID-19)) and related aspectsCOVID-19 pandemic) or other reasons beyondhealth issues may affect our control oroperations and the controloperation of our supply chain, impact the operations of our distributors and unfavorably impact our consumers’ ability to purchase our products. In addition, public expectations for reductions in greenhouse gas emissions could result in increased energy, transportation and raw material costs, and may require us to make additional investments in facilities and equipment. Changes in applicable laws, regulations, standards or practices related to greenhouse gas emissions, packaging and water scarcity, as well as initiatives by advocacy groups in favor of certain climate change-related laws, regulations, standards or practices, may result in increased compliance costs, capital expenditures and other financial obligations, which could affect our business, financial condition and results of operations. Sales of our products may also be influenced to some extent by weather conditions in the markets in which we operate. Our third-party co-packers use a number of key ingredients in the manufacture of our liquid supplement products and powder packets that are derived from agricultural commodities. Increased demand for food products and decreased agricultural productivity in certain regions of the world as a result of changing weather patterns and other factors may limit the availability or increase the cost of such agricultural commodities and could impact the food security of communities around the world. Weather conditions may influence consumer demand for certain of our liquid supplements, which could have an effect on our operations, either positively or negatively.

We depend upon our trademarks and proprietary rights, and any failure to protect our intellectual property rights or any claims that we are infringing upon the rights of others may adversely affect our competitive position.

Our success depends, in large part, on our ability to protect our current and future brands and products and to defend our intellectual property rights. We have registered the Celsius® and MetaPlus®trademarks with the United States Patent and Trademark Office, as well as a number of additional trademarks.We cannot be sure that trademarks will be issued with respect to any future trademark applications or that our competitors will not challenge, invalidate or circumvent any existing or future trademarks issued to, or licensed by, us.

Our products are manufactured using our proprietary blends of ingredients. These blends are created by third-party suppliers to our specifications and business partners, could impairthen supplied to our operations.co-packers. Although all of the third parties in our supply and manufacture chain execute confidentiality agreements, there can be no assurance that our trade secrets, including our proprietary ingredient blends will not become known to competitors.

 

We believe that our competitors, many of whom are closely monitoring the COVID-19 pandemicmore established and its potential impact onhave greater financial and personnel resources than we do, may be able to replicate or reverse engineer our supply chain, distributionprocesses, brands, flavors, or our products in a manner that could circumvent our protective safeguards. Therefore, we cannot give you any assurance that our confidential business information will remain proprietary. Any such loss of confidentiality could diminish or eliminate any competitive advantage provided by our proprietary information.


We must continually maintain, protect and/or upgrade our information technology systems, including protecting us from internal and external cybersecurity threats.

Information technology enables us to operate efficiently, interface with customers, maintain financial accuracy and efficiency and accurately produce our consolidated results of operations. Whilefinancial statements. If we do not expectappropriately allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure, we could be subject to transaction errors, processing inefficiencies, the loss of customers, business disruptions, and/or the loss of and/or damage to intellectual property through security breaches, including internal and external cybersecurity threats. Cybersecurity attacks are evolving and include, but are not limited to, malicious software (malware, ransomware and viruses), phishing and social engineering, attempts to gain unauthorized access to networks, computer systems and data, malicious or negligent actions of employees (including misuse of information they are entitled to access) and other forms of electronic security breaches that could lead to disruptions in business systems, an inability to process customer orders and/or lost customer orders, unauthorized release of confidential or otherwise protected information and corruption of data.

We rely on relationships with third parties, including suppliers, distributors, co-packers, contractors, cloud data storage and other information technology service providers and other external business partners, for certain functions or for services in support of our operations. These third-party service providers and partners, with whom we may share data, are subject to similar risks as we are relating to cybersecurity, privacy violations, business interruption, and systems, as well as employee failures. While we have procedures in place for selecting and managing our relationships with third-party service providers and other business partners, we do not have control over their business operations or governance and compliance systems, practices and procedures, which increases our financial, legal, reputational and operational risk. These third parties may experience cybersecurity incidents that may involve data we share with them or rely on them to provide to us, and the COVID-19 pandemicneed to coordinate with such third-parties, including with respect to timely notification and access to personnel and information concerning an incident, may complicate our efforts to resolve any issues that arise.

We believe that we have adopted appropriate measures including ongoing cybersecurity risk assessments to mitigate potential risks to our technology and our operations from these information technology-related disruptions. However, given the unpredictability of the timing, nature and scope of such disruptions, we could potentially be subject to operational interruption, damage to our brand image and private data exposure.

Moreover, if our data management systems do not effectively collect, store, process and report relevant data for the operation of our business (whether due to equipment malfunction or constraints, software deficiencies, cybersecurity attack and/or human error), our ability to effectively plan, forecast and execute our business plan and comply with applicable laws and regulations will be impaired, perhaps materially. Any such impairment could materially and adversely affect our financial condition, results of operations, cash flows and the timeliness with which we report our internal and external operating results.

If we fail to comply with data privacy and personal data protection laws, we could be subject to adverse publicity, government enforcement actions and/or private litigation, which may negatively impact our business and operating results.

We receive, process, transmit and store information relating to certain identified or identifiable individuals (“personal data”), including current and former employees, in the ordinary course of business. As a result, we are subject to various U.S. federal and state and foreign laws and regulations relating to personal data. These laws are subject to change, and new personal data legislation may be enacted in other jurisdictions at any time. In the European Union, the General Data Protection Regulation (“GDPR”) became effective in May 2018 for all member states. The GDPR includes operational requirements for companies receiving or processing personal data of residents of the European Union different from those that were previously in place and also includes significant penalties for noncompliance. Additionally, the California Consumer Privacy Act of 2018 (“CCPA”), which was enacted in June 2018 and came into effect on January 1, 2020, provides a new private right of action and statutory damages for certain data breaches and imposes operational requirements on companies that process personal data of California residents, including making new disclosures to consumers about data collection, processing and sharing practices and allowing consumers to opt out of certain data sharing with third parties.

Changes introduced by the GDPR and the CCPA, as well as other changes to existing personal data protection laws and the introduction of such laws in other jurisdictions, subject the Company to, among other things, additional costs and expenses and may require costly changes to our business practices and security systems, policies, procedures and practices. There can be no assurances that our security controls over personal data, training of personnel on data privacy and data security, vendor management processes, and the policies, procedures and practices we implement will prevent the improper processing or breaches of personal data. Data breaches or improper processing, or breaches of personal data in violation of the GDPR, the CCPA and/or of other personal data protection or privacy laws and regulations, could harm our reputation, cause loss of consumer confidence, subject us to government enforcement actions (including fines), or result in private litigation against us, which may result in potential loss of revenue, increased costs, liability for monetary damages or fines and/or criminal prosecution, thereby negatively impacting our business and operating results.

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We may incur material losses as a result of product recall and product liability.

We may be liable if the consumption of any of our products causes injury, illness or death. We also may be required to recall some of our products if they become contaminated or are damaged or mislabeled. A significant product liability judgment against us, or a widespread product recall, could have a significantmaterial adverse effect on our business, financial condition or operations at this time, we are unable to accurately predict the impact that COVID-19 will have due to the uncertainties which include the ultimate geographic spreadand results of operations. The amount of the virus, the intensity of the virus, the duration of the outbreak, and/insurance we carry is limited, and that insurance is subject to certain exclusions and may or actions that may not be taken by governmental agencies.adequate.

We rely on our management team and other key personnel.

 

We depend on the skills, experience, relationships, and continued services of key personnel, including our experienced management team. In addition, our ability to achieve our operating goals also depends on our ability to recruit, train, and retain qualified individuals. We compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract and retain additional talented personnel. Any such loss or failure could adversely affect our product sales, financial condition, and operating results.

 

In particular, our continued success will depend in part, on our ability to retain the talents and dedication of key employees. If key employees finalize their employment, become ill as a result of the COVID-19 pandemic, or if an insufficient number of employees is retained to maintain effective operations, our business may be adversely affected and our management team may be distracted. Furthermore, we may not be able to locate suitable replacements for any of our key employees who leave or be able to offer employment to potential replacements on reasonable terms, all of which could adversely affect our procurement & distribution processes, sales & marketing activities, financial processes &and condition and results of operations.

 

The FDA has not passed on the efficacy of our products or the accuracy of any claim we make related to our products.

Although six independent clinical studies have been conducted relating to the calorie-burning and related effects of our products, the results of these studies have not been submitted to or reviewed by the U.S. Food and Drug Administration (the “FDA”). Further, the FDA has not passed on the efficacy of any of our products nor has it reviewed or passed on any claims we make related to our products, including the claim that our products aid consumers in burning calories or enhancing their metabolism.

Risk Factors Relating to Our Industry

We are subject to significant competition in the liquid supplement and beverage industries.

The functional energy drink and liquid supplement industries highly competitive. The principal areas of competition are pricing, packaging, distribution channel penetration, development of new products and flavors, product positioning as well as promotion and marketing strategies. Our products compete with a wide range of drinks produced by a relatively large number of manufacturers, most of which have substantially greater financial, marketing and distribution resources and name recognition than we do.

Important factors affecting our ability to compete successfully include the efficacy, taste and flavor of our products, trade and consumer promotions, rapid and effective development of new, unique cutting-edge products, attractive and different packaging, branded product advertising and pricing. The success of our social media and other general marketing endeavors may impact our business, financial condition and results of operation. Our products compete with all liquid refreshments and with products of much larger and substantially better financed competitors, including the products of numerous nationally and internationally known producers, such as The Coca Cola Company, Dr. Pepper Snapple Group, PepsiCo, Inc., Nestle, Waters North America, Inc., Hansen Natural Corp. and Red Bull. We also compete with companies that are smaller or primarily local in operation. Our products also compete with private label brands such as those carried by supermarket chains, convenience store chains, drug store chains, mass merchants and club warehouses.

The rapid growth in sales through e-commerce retailers, e-commerce websites, mobile commerce applications and subscription services, and closures of physical retail operations, particularly during, and potentially following, the COVID-19 pandemic, may result in a shift away from physical retail operations to digital channels and a reduction in impulse purchases. Further, the ability of consumers to compare prices on a real-time basis using digital technology puts additional pressure on us to maintain competitive prices. Sales in gas chains may also be affected by improvements in fuel efficiency and increased consumer preferences for electric or alternative fuel-powered vehicles, which may result in fewer trips by consumers to gas stations and a corresponding reduction in purchases by consumers in convenience gas retailers. We have been growing our e-commerce sales by using Amazon and leveraging our retail partners e-commerce platforms, rather than building our own internal platform. However, if we are unable to successfully adapt to the rapidly changing retail landscape, our share of sales, volume growth and overall financial results could be negatively affected.


Due to competition in the functional energy drink and liquid supplement industries, there can be no assurance that we will not encounter difficulties in maintaining our current revenues, market share or position in the functional energy drink and liquid supplement categories and industries. If our revenues decline, our business, financial condition and results of operations could be adversely affected.

Our inability to innovate successfully and to provide new cutting-edge products could adversely affect our business and financial results.

Our ability to compete in the highly competitive functional energy drink and liquid supplement industries and to achieve our business growth objectives depends, in part, on our ability to develop new flavors, products and packaging. The success of our innovation, in turn, depends on our ability to identify consumer trends and cater to consumer preferences. If we are not successful in our innovation activities, our business, financial condition and results of operation could be adversely affected.

Changes in consumer product and shopping preferences may reduce demand for some of our products.

The functional energy drink and supplement and beverage categories are subject to changing consumer preferences and shifts in consumer preferences may adversely affect us. There is increasing awareness of and concern for health, wellness and nutrition considerations, including concerns regarding caloric intake associated with sugar-sweetened drinks and the perceived undesirability of artificial ingredients. Our products do not contain the artificial preservatives often found in many energy drinks and sodas. Celsius has no artificial preservatives, aspartame or high fructose corn syrup and is very low in sodium. The main Celsius line of products are sweetened with sucralose, a sugar-derived sweetener that is found in Splenda®, which makes our liquid supplements low-calorie and suitable for consumers whose sugar intake is restricted. There are also changes in demand for different packages, sizes and configurations. This may reduce demand for our liquid supplements, which could reduce our revenues and adversely affect our results of operations.

Consumers are seeking greater variety in their functional energy drinks and liquid supplements. Our future success will depend, in part, upon our continued ability to develop and introduce different and innovative drinks and supplements that appeal to consumers. In order to retain and expand our market share, we must continue to develop and introduce different and innovative liquid supplements and be competitive in the areas of efficacy, taste, quality and price, although there can be no assurance of our ability to do so. There is no assurance that consumers will continue to purchase our products in the future. Product lifecycles for some functional energy drink and liquid supplement brands, products and/or packages may be limited to a few years before consumers’ preferences change. The functional energy drink and liquid supplements we currently market are in varying stages of their product lifecycles, and there can be no assurance that such products will become or remain profitable for us. We may be unable to achieve volume growth through product and packaging initiatives. We may also be unable to penetrate new markets. Additionally, as shopping patterns are being affected by the digital evolution, with customers embracing shopping by way of mobile device applications, e-commerce retailers and e-commerce websites or platforms, we may be unable to address or anticipate changes in consumer shopping preferences or engage with our customers on their preferred platforms. If our revenues decline, our business, financial condition and results of operations could be adversely affected.

We derive virtually all of our revenues from functional energy drinks and liquid supplements, and competitive pressure in the functional energy drink and liquid supplement category could adversely affect our business and operating results.

Our focus is in the functional energy drink and liquid supplement category, and our business is vulnerable to adverse changes impacting the fitness liquid supplement category and business, which could adversely impact our business and the trading price of our common stock.

Virtually all of our sales are derived from our functional energy drink and liquid supplements, including our CELSIUS Originals, CELSIUS HEAT, CELSIUS BCCA+ENERGY, CELSIUS On-the-Go and CELSIUS product lines. Any decrease in the sales of our functional energy drinks and liquid supplements could significantly adversely affect our future revenues and net income. Historically, we have experienced substantial competition from new entrants in the functional energy drink and liquid supplement categories.

The increasing number of competitive products and limited amount of shelf space, including in coolers, in retail stores may adversely impact our ability to gain or maintain our share of sales in the marketplace. In addition, certain actions of our competitors, including unsubstantiated and/or misleading claims, false advertising claims and tortious interference in our business, as well as competitors selling misbranded products, could impact our sales. Competitive pressures in the functional energy drink and liquid supplement categories could impact our revenues, cause price erosion and/or lower market share, any of which could have a material adverse effect on our business and results of operations


We compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are critical to our success and significant marketing and advertising could be needed to achieve and sustain brand recognition.

Our business is substantially dependent upon awareness and market acceptance of our products and brands by our targeted consumers. Our business depends on acceptance by our independent distributors of our brand as one that has the potential to provide incremental sales growth rather than reduce distributors’ existing functional energy drinks and liquid supplements. The development of brand awareness and market acceptance is likely to require significant marketing and advertising expenditures. There can be no assurance that Celsius will achieve and maintain satisfactory levels of acceptance by independent distributors and retail consumers. Any failure of the Celsius brand to maintain or increase acceptance or market penetration would likely have a material adverse effect on business, financial condition and results of operations.

If we are unable to successfully manage new product launches, our business and financial results could be adversely affected.

Due to the highly competitive nature of the global functional energy rink and liquid supplement sectors, we expect and intend to continue to introduce new products and evolve existing products to better match customer demand. The success of new and evolved products depends on a number of factors, including timely and successful development and consumer acceptance. Such endeavors may also involve significant risks and uncertainties, including distraction of management from current operations, greater than expected liabilities and expenses, inadequate return on capital, exposure to additional regulations and reliance on the performance of third parties.

Our sales are affected by seasonality.

As is typical in the functional energy drink and liquid supplement sectors, our sales are seasonal. Our highest sales volumes generally occur in the second and third quarters, which correspond to the warmer months of the year in our major markets. Consumer demand for our products is also affected by weather conditions. Cool, wet spring or summer weather could result in decreased sales of our liquid supplements and could have an adverse effect on our results of operations.

Our business is subject to many regulations and noncompliance is costly.

The production, marketing and sale of our functional energy drinks and liquid supplements are subject to the rules and regulations of various federal, state and local health agencies. The marketing and sale of our products internationally is similarly subject to compliance with applicable laws, rules and regulations in those foreign countries where our products are sold. If a regulatory authority finds that a current or future product or production run is not in compliance with any of these regulations, we may be fined, or production may be stopped, thus adversely affecting our business, financial condition and results of operations. Similarly, any adverse publicity associated with any noncompliance may damage our reputation and our ability to successfully market our products. Furthermore, the rules and regulations are subject to change from time to time and while we closely monitor developments in this area, we have no way of anticipating whether changes in these rules and regulations will impact our business adversely. Additional or revised regulatory requirements, whether labeling, environmental, tax or otherwise, could have an adverse effect on our business, financial condition and results of operations.

Product safety and quality concerns, or other negative publicity (whether or not warranted) could damage our brand image and corporate reputation and may cause our business to suffer.

Our success depends in large part on our ability to maintain consumer confidence in the safety and quality of all of our products. We have rigorous product safety and quality standards, which we expect our operations as well as our suppliers to meet. However, despite our strong commitment to product safety and quality, we or our suppliers may not always meet these standards, particularly as we expand our product offerings through innovation or acquisitions into product categories, that are beyond our traditional range of functional energy drinks and liquid supplements. If we or our suppliers fail to comply with applicable product safety and quality standards, or if our liquid supplement products taken to the market are or become contaminated or adulterated by any means, we may be required to conduct costly product recalls and may become subject to product liability claims and negative publicity, which could cause our business to suffer.

Our success also depends on our ability to build and maintain the brand image for our existing products, new products and brand extensions and maintain our corporate reputation. There can be no assurance that our advertising, marketing and promotional programs and our commitment to product safety and quality, human rights and environmental sustainability will have the desired impact on our products’ brand image and on consumer preferences and demand. Claims regarding product safety, quality and/or ingredient content issues, efficacy or lack thereof (real or imagined), our culture and our workforce, our environmental impact and the sustainability of our operations, or allegations of product contamination, even if false or unfounded, could tarnish the image of our brands and may cause consumers to choose other products. Consumer demand for our products could diminish significantly if we, our employees, distributors, suppliers or business partners fail to preserve the quality of our products, act or are perceived to act in an unethical, illegal, discriminatory, unequal or socially irresponsible manner, including with respect to the sourcing, content or sale of our products, service and treatment of our customers, or the use of customer data. Furthermore, our brand image or perceived product quality could be adversely affected by litigation, unfavorable reports in the media (internet or elsewhere), studies in general and regulatory or other governmental inquiries (in each case whether involving our products or those of our competitors) and proposed or new legislation affecting our industry. Negative postings or comments on social media or networking websites about the Company or any one of our brands, even if inaccurate or malicious, could generate adverse publicity that could damage the reputation of our brands or the Company. Business incidents, whether isolated or recurring and whether originating from us, our distributors, suppliers or business partners, that erode consumer trust can significantly reduce brand value or potentially trigger boycotts of our products and can have a negative impact on consumer demand for our products as well as our reputation and financial results. The impact of such incidents may be exacerbated if they receive considerable publicity, including rapidly through social or digital media (including for malicious reasons) or result in litigation.


In addition, from time to time, there are public policy endeavors that are either directly related to our products and packaging or to our business. These public policy debates can occasionally be the subject of backlash from advocacy groups that have a differing point of view and could result in adverse media and consumer reaction, including product boycotts. Similarly, our sponsorship relationships could subject us to negative publicity as a result of actual or alleged misconduct by individuals or entities associated with organizations we sponsor or support. Likewise, campaigns by activists connecting us, or our supply chain, with human and workplace rights, environmental or animal rights issues could adversely impact our corporate image and reputation. Allegations, even if untrue, that we are not respecting the human rights found in the United Nations Universal Declaration of Human Rights; actual or perceived failure by our suppliers or other business partners to comply with applicable labor and workplace rights laws, including child labor laws, or their actual or perceived abuse or misuse of migrant workers; adverse publicity surrounding obesity and health concerns related to our products, our environmental impact and the sustainability of our operations, labor relations, our culture and our workforce or the like could negatively affect our Company’s overall reputation and brand image, which in turn could have a negative impact on our products’ acceptance by consumers. 

Risk Factors Relating to our Status as a Reporting Public Company

We are subject to the periodic reporting requirements of the Exchange Act that require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.

We are subject to the periodic reporting requirements of the Exchange Act and as a result, we are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm must review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel reviews and assists in the preparation of such reports. The fees of these professionals cannot be accurately predicted because factors such as the number and type of transactions that we engage in and the complexity of our required reports cannot be determined at this time. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

If we do not maintain an effective internal control environment as well as adequate control procedures over our financial reporting, investor confidence may be adversely affected thereby unfavorably impacting the value of our stock price.

We are required to maintain proper internal control over our financial reporting and adequate controls related to our disclosures. As defined in Rule 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officers and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. If we fail to maintain adequate controls, our business, the results of operations, financial condition and/or the value of our stock may be adversely impacted.

We must maintain additional disclosure controls procedures with respect to acquisitions.

When we undertake acquisitions, such as our October 2019 acquisition of our Nordic distribution partner, there are specific technical rules, compliance with which are necessary to provide proper disclosures to the users of the financial statements. If these rules are not followed, the information provided may not be complete or properly comply with all the technical requirements.


Risk Factors Related to our Common Stock

We cannot guarantee the continued existence of an active established public trading market for our common stock.

Our common stock currently is listed for trading on the Nasdaq Capital Market. Trading in stock quoted on the Nasdaq Capital Market may often experience wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance.

Market prices for our common stock may also be influenced by a number of other factors, including:

the issuance of new equity securities pursuant to a public or private offering;

changes in interest rates;

competitive developments, including announcements by competitors of new products or services or significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

variations in quarterly operating results;

change in financial estimates by securities analysts;

the depth and liquidity of the market for our common stock;

investor perceptions of Celsius and the functional liquid supplement and beverage industries generally; and

general economic and other national conditions.

Our board of directors has the authority, without shareholder approval, to issue preferred stock with terms that may not be beneficial to common shareholders and with the ability to affect adversely shareholder voting power and perpetuate their control over us.

Our Articles of Incorporation allows our board of directors to issue shares of preferred stock without any vote or further action by our shareholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

The ability of our principal shareholders to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.

Our principal shareholders own common stock and/or preferred stock which holds a majority of the voting power of our issued and outstanding capital. Accordingly, they will be able to effectively control the election of directors, as well as all other matters requiring shareholder approval. The interests of our principal shareholders may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of other directors and other business decisions. The minority shareholders have no way of overriding decisions made by our principal shareholders. This level of control may also have an adverse impact on the market value of our shares because our principal shareholders may institute or undertake transactions, policies or programs that result in losses, may not take any steps to increase our visibility in the financial community and / or may sell sufficient numbers of shares to significantly decrease our price per share.

We do not expect to pay cash dividends in the foreseeable future.

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.


  

Item 6. Exhibits.

  

Exhibit No. Description of Exhibit
31.1 Section 302 Certification of Chief Executive Officer
   
31.2 Section 302 Certification of Chief Financial Officer
   
32.1 Section 906 Certification of Chief Executive Officer
   
32.2 Section 906 Certification of Chief Financial Officer
   
101.INS XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema Document
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 CELSIUS HOLDINGS, INC.
   
Dated: November 12, 2020May 13, 2021By:/s/ John Fieldly
  

John Fieldly,

Chief Executive Officer

(Principal Executive Officer)

   
Dated: November 12, 2020May 13, 2021By:/s/ Edwin Negron-Carballo
  

Edwin Negron-Carballo,
Chief Financial Officer

(Principal Financial and Accounting Officer)

 

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