Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 21, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-34611 | ||
Entity Registrant Name | CELSIUS HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 20-2745790 | ||
Entity Address, Address Line One | 2424 N Federal Highway | ||
Entity Address, Address Line Two | Suite 208 | ||
Entity Address, City or Town | Boca Raton | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33431 | ||
City Area Code | (561) | ||
Local Phone Number | 276-2239 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | CELH | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,700,000,000 | ||
Entity Common Stock, Shares Outstanding | 232,793,007 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement to be filed subsequent to the date hereof with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation 14A in connection with the registrant’s 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the SEC no later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2023. | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Central Index Key | 0001341766 | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Boca Raton, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 755,981 | $ 614,159 | |
Restricted cash | 0 | 38,768 | |
Accounts receivable-net | 183,703 | 63,311 | |
Note receivable-current-net | 2,318 | 2,979 | |
Inventories-net | 229,275 | 173,289 | |
Prepaid expenses and other current assets | 19,503 | 11,341 | |
Deferred other costs-current | 14,124 | 14,124 | |
Total current assets | 1,204,904 | 917,971 | |
Note receivable-non-current | 0 | 3,574 | |
Property and equipment-net | 24,868 | 10,185 | |
Deferred tax assets | 29,518 | 501 | |
Right of use assets-operating leases | 1,957 | 972 | |
Right of use assets-finance leases | 208 | 208 | |
Other long-term assets | 291 | 263 | |
Deferred other costs-non-current | 248,338 | 262,462 | |
Intangibles-net | 12,139 | 12,254 | |
Goodwill | 14,173 | 13,679 | |
Total Assets | 1,536,396 | 1,222,069 | |
Current liabilities: | |||
Accounts payable | 42,840 | 36,248 | |
Accrued expenses | 62,120 | 69,899 | |
Income taxes payable | 50,424 | 1,193 | |
Accrued distributor termination fees | 0 | 3,986 | |
Accrued promotional allowance | 99,787 | 35,977 | |
Lease liability obligation-operating leases | 980 | 661 | |
Lease liability obligation-finance leases | 59 | 70 | |
Deferred revenue-current | 9,513 | 9,675 | |
Other current liabilities | 10,890 | 3,586 | |
Total current liabilities | 276,613 | 161,295 | |
Long-Term Debt, Excluding Current Maturities [Abstract] | |||
Lease liability obligation-operating leases | 955 | 326 | |
Lease liability obligation-finance leases | 193 | 162 | |
Deferred tax liability | 2,880 | 15,919 | |
Deferred revenue-non-current | 167,227 | 179,788 | |
Total Liabilities | 447,868 | 357,490 | |
Commitments and contingencies | |||
Mezzanine Equity: | |||
Series A convertible preferred stock, $0.001 par value, 5% cumulative dividends; 1,466,666 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively, aggregate liquidation preference of $550,000 as of December 31, 2023 and December 31, 2022, respectively | 824,488 | 824,488 | |
Stockholders’ Equity: | |||
Common stock, $0.001 par value; 300,000,000 shares authorized, 231,787,482 and 229,146,788 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | [1] | 77 | 76 |
Additional paid-in capital | 276,717 | 280,668 | |
Accumulated other comprehensive loss | (701) | (1,881) | |
Accumulated deficit | (12,053) | (238,772) | |
Total Stockholders’ Equity | 264,040 | 40,091 | |
Total Liabilities, Mezzanine Equity and Stockholders’ Equity | $ 1,536,396 | $ 1,222,069 | |
[1] Forward Stock Split - The accompanying consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the three-for-one stock split. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares |
Mezzanine equity, shares outstanding (in shares) | 1,467,000 | 1,467,000 |
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 231,787,482 | 229,146,788 |
Common stock, shares outstanding (in shares) | 231,787,482 | 229,146,788 |
Series A Preferred Stock | ||
Mezzanine equity, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 |
Mezzanine equity, cumulative dividend (percentage) | 5% | 5% |
Mezzanine equity, shares issued (in shares) | 1,466,666 | 1,466,666 |
Mezzanine equity, shares outstanding (in shares) | 1,466,666 | 1,466,666 |
Mezzanine equity, redemption amount | $ | $ 550,000 | $ 550,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | ||||
Revenue | $ 1,318,014 | $ 653,604 | $ 314,272 | |
Cost of revenue | 684,875 | 382,735 | 186,103 | |
Gross profit | 633,139 | 270,869 | 128,169 | |
Selling, general and administrative expenses | 366,773 | 428,670 | 132,259 | |
Income (loss) from operations | 266,366 | (157,801) | (4,090) | |
Other income (expense): | ||||
Interest income (expense), net | 26,501 | 5,292 | (8) | |
Interest income on note receivable | 128 | 237 | 315 | |
Foreign exchange loss | (1,246) | (392) | (276) | |
Total other income | 25,383 | 5,137 | 31 | |
Net income (loss) before income taxes | 291,749 | (152,664) | (4,059) | |
Income tax (expense) benefit | (64,948) | (34,618) | 7,996 | |
Net income (loss) | 226,801 | (187,282) | 3,937 | |
Dividends on Series A convertible preferred shares | (27,462) | (11,526) | 0 | |
Income allocated to participating preferred shares | (17,348) | 0 | 0 | |
Net income (loss) attributable to common stockholders | 181,991 | (198,808) | 3,937 | |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss), net of income tax | 1,180 | (2,495) | 817 | |
Comprehensive income (loss) | $ 183,171 | $ (201,303) | $ 4,754 | |
Earnings per share: | ||||
Basic (in USD per share) | $ 0.79 | $ (0.88) | $ 0.02 | |
Diluted (in USD per share) | $ 0.77 | $ (0.88) | $ 0.02 | |
Weighted average shares outstanding | ||||
Basic (in shares) | [1] | 230,784 | 226,947 | 221,343 |
Dilutive (in shares) | [1] | 236,964 | 226,947 | 233,067 |
[1] Forward Stock Split - The accompanying consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the three-for-one stock split. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information. |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) | Nov. 15, 2023 |
Income Statement [Abstract] | |
Stock split conversion ratio | 3 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity and Mezzanine Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | ||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 216,789,000 | ||||||
Beginning balance at Dec. 31, 2020 | $ 104,326 | $ 72 | $ 159,884 | $ (203) | $ (55,427) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from private placement (in shares) | [1] | 3,402,000 | ||||||
Issuance of common stock from private placement | 67,769 | $ 1 | 67,768 | |||||
Stock-based compensation | 36,475 | 36,475 | ||||||
Stock option exercises, RSU's and PSU's converted - Cashless (in shares) | [1] | 4,536,000 | ||||||
Stock option exercises, RSUs and PSUs converted | 3,721 | $ 2 | 3,719 | |||||
Foreign currency translation | 817 | 817 | ||||||
Net income (loss) | 3,937 | 3,937 | ||||||
Ending balance (in shares) at Dec. 31, 2021 | [1] | 224,727,000 | ||||||
Ending balance at Dec. 31, 2021 | $ 217,045 | $ 75 | 267,846 | 614 | (51,490) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | |||||||
Beginning balance at Dec. 31, 2020 | $ 0 | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | |||||||
Ending balance at Dec. 31, 2021 | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 20,665 | 20,665 | ||||||
Stock option exercises, RSU's and PSU's converted - Cashless (in shares) | [1] | 4,420,000 | ||||||
Stock option exercises, RSUs and PSUs converted | 3,684 | $ 1 | 3,683 | |||||
Dividends paid to Series A convertible preferred stock | (11,526) | (11,526) | ||||||
Foreign currency translation | (2,495) | (2,495) | ||||||
Net income (loss) | $ (187,282) | (187,282) | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 229,146,788 | 229,147,000 | [1] | |||||
Ending balance at Dec. 31, 2022 | $ 40,091 | $ (82) | $ 76 | 280,668 | (1,881) | (238,772) | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Issuance of Series A convertible preferred stock - net of issuance costs (in shares) | 1,467,000 | |||||||
Issuance of Series A convertible preferred stock - net of issuance costs | $ 824,488 | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 1,467,000 | |||||||
Ending balance at Dec. 31, 2022 | $ 824,488 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 21,226 | 21,226 | ||||||
Stock option exercises, RSU's and PSU's converted - Cashless (in shares) | [1] | 2,640,000 | ||||||
Stock option exercises, RSUs and PSUs converted | 2,286 | $ 1 | 2,285 | |||||
Dividends paid to Series A convertible preferred stock | (27,462) | (27,462) | ||||||
Foreign currency translation | 1,180 | 1,180 | ||||||
Net income (loss) | $ 226,801 | 226,801 | ||||||
Ending balance (in shares) at Dec. 31, 2023 | 231,787,482 | 231,787,000 | [1] | |||||
Ending balance at Dec. 31, 2023 | $ 264,040 | $ 77 | $ 276,717 | $ (701) | $ (12,053) | |||
Ending balance (in shares) at Dec. 31, 2023 | 1,467,000 | |||||||
Ending balance at Dec. 31, 2023 | $ 824,488 | |||||||
[1] Forward Stock Split - The accompanying consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the three-for-one stock split. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity and Mezzanine Equity (Parenthetical) | Nov. 15, 2023 |
Statement of Stockholders' Equity [Abstract] | |
Stock split conversion ratio | 3 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 226,801 | $ (187,282) | $ 3,937 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 3,226 | 1,917 | 1,264 |
Impairment of intangible assets | 0 | 2,379 | 0 |
Allowance for credit losses | 2,128 | 2,352 | 1,494 |
Amortization of deferred other costs | 14,124 | 5,885 | 0 |
Inventory excess and obsolescence | 7,312 | 6,131 | 2,355 |
Loss on disposal of property and equipment | 198 | 0 | 0 |
Stock-based compensation expense | 21,226 | 20,665 | 36,475 |
Deferred income taxes-net | (42,055) | 20,244 | (9,201) |
Foreign exchange loss | 1,246 | 483 | 880 |
Gain on lease cancellations | 0 | 0 | (28) |
Changes in operating assets and liabilities: | |||
Accounts receivable-net | (121,558) | (26,369) | (25,249) |
Inventories-net | (63,299) | 11,802 | (175,174) |
Prepaid expenses and other current assets | (7,980) | 2,214 | 1,072 |
Accounts payable | 5,249 | 428 | 23,966 |
Accrued expenses | (8,025) | 34,644 | 26,484 |
Income taxes payable | 48,102 | (164) | 1,357 |
Accrued promotional allowance | 63,810 | 16,940 | 13,379 |
Accrued distributor termination fees | (3,739) | 3,986 | 0 |
Other current liabilities | 7,305 | 2,610 | 374 |
Change in right of use and lease obligation-net | (102) | (183) | 29 |
Deferred revenue | (12,723) | 189,463 | 0 |
Other assets | (28) | 37 | 0 |
Net cash provided by (used in) operating activities | 141,218 | 108,182 | (96,586) |
Cash flows from investing activities: | |||
Collections from note receivable | 3,233 | 2,592 | 1,886 |
Purchase of property and equipment | (17,433) | (8,264) | (3,150) |
Net cash (used in) investing activities | (14,200) | (5,672) | (1,264) |
Cash flows from financing activities: | |||
Principal payments on finance lease obligations | (44) | (63) | (94) |
Proceeds from exercise of stock options | 2,285 | 3,683 | 3,720 |
Proceeds from issuance of Series A preferred shares, net of issuance costs | 0 | 542,018 | 0 |
Dividends paid on preferred shares | (27,462) | (11,526) | 0 |
Net proceeds from sale of common stock | 0 | 0 | 67,769 |
Net cash (used in) provided by financing activities | (25,221) | 534,112 | 71,395 |
Effect on exchange rate changes on cash and cash equivalents | 1,257 | 50 | (538) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 103,054 | 636,672 | (26,993) |
Cash, cash equivalents and restricted cash at beginning of the period | 652,927 | 16,255 | 43,248 |
Cash, cash equivalents and restricted cash at end of the period | 755,981 | 652,927 | 16,255 |
Cash paid during period for: | |||
Taxes | 56,748 | 14,335 | 0 |
Interest | $ 0 | $ 0 | $ 7 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS Business — Celsius Holdings, Inc. (the “Company,” “Celsius Holdings” or "Celsius") was incorporated under the laws of the State of Nevada on April 26, 2005. Celsius is a fast-growing company in the functional energy drink category in the United States ("U.S.") and internationally. The Company engages in the development, processing, marketing, sale, and distribution of functional energy drinks to a broad range of consumers. Celsius provides differentiated products that offer clinically proven and innovative formulas meant to positively impact the lives of its consumers. The Company's brand has also proven to be attractive to a broad range of customers, including fitness enthusiasts. The Company's flagship asset, CELSIUS ® , is marketed as a fitness drink or supplement which, with exercise, is designed to accelerate metabolism and burn body fat while providing energy. This product line comes in two versions, a ready-to-drink form and an on-the-go powder form. The Company also offers a new CELSIUS ® Essentials line, available in 16-ounce cans. Celsius products are currently offered in major retail channels across the U.S., including conventional grocery, natural, convenience, fitness, mass market, vitamin specialty and e-commerce. Additionally, the Company's products are currently offered in certain Canadian, European, Middle Eastern and Asia-Pacific markets. Agreements with PepsiCo Inc. On August 1, 2022, the Company entered into multiple agreements with PepsiCo Inc. (“Pepsi”), including a long-term agreement that resulted in Pepsi becoming the primary distribution supplier for Celsius products in the U.S. (the "Distribution Agreement"). Under this agreement, the Company granted Pepsi a right of first offer in the event the Company intends to manufacture, distribute or sell products in certain additional countries or channels during the term of the agreement. Additionally, under the terms of a channel transition agreement entered into (the “Transition Agreement”), the Company received payments from Pepsi in exchange for the transition of certain existing distribution rights to Pepsi. In connection with the Distribution Agreement and Transition Agreement, the Company terminated supply agreements with existing suppliers to transition certain territory rights to Pepsi. In connection with entering into the foregoing agreements, the Company issued and sold to Pepsi approximately 1.5 million shares of the Company's Series A Preferred Stock (“Series A” or “Series A Preferred Stock”) in exchange for cash proceeds of $550 million, excluding transaction costs. For additional information regarding the Company's agreements with Pepsi, see Note 4. Revenue, Note 13. Related Party Transactions, and Note 14. Mezzanine Equity . |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation — The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the "SEC"). The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in accordance with U.S. GAAP. Certain prior period amounts have been reclassified to conform with the current period's presentation in the consolidated financial statements and notes thereto. Accounts payable, Accrued expenses, and Income taxes payable were reallocated from within Accounts payable and accrued expenses and are now reflected as standalone financial statement line items in the consolidated balance sheets and consolidated statements of cash flows, respectively. The Company is also now presenting Selling and marketing expenses and General and administrative expenses together as one combined financial statement line item titled Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). Common Stock Split — On November 15, 2023 the Company effected a three-for-one stock split to shareholders of record on November 13, 2023 (the "Forward Stock Split"). For clarity and consistency in financial reporting, all shares, restricted stock units, performance stock units, stock options, and per-share amounts presented in the consolidated financial statements and related notes have been retrospectively adjusted to account for the effects of the stock split for all periods presented. Significant Estimates — The preparation of consolidated financial statements and accompanying disclosures in conformity with U.S. GAAP 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. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Significant estimates include the allowance for current expected credit losses, allowance for inventory obsolescence and sales returns, the useful lives of property and equipment, impairment of goodwill and intangibles, deferred taxes and related valuation allowance, promotional allowance, and valuation of stock-based compensation. Segment Reporting — Operating segments are defined as components of an enterprise that engage in business activities, maintain discrete financial information, and undergo regular review by the chief operating decision maker (the “CODM”) who in this case, is the Chief Executive Officer. This review is performed to assess performance and allocate resources. Despite the Company's presence in several geographical regions, it operates as a single entity. The Company's operations and strategies are centrally designed and executed due to the substantial similarities among the geographical components. The CODM evaluates operating results and allocates resources primarily on a consolidated basis due to the significant economic interdependencies between the Company's geographical operations. As a result, the Company is managed as a single operating segment and has a single reportable segment. Concentrations of Risk — Substantially all of the Company’s revenue is derived from the sale of Celsius ® functional energy drinks and liquid supplements. Revenue from customers accounting for more than 10% of total revenue for the years ended December 31, 2023, 2022 and 2021 were as follows: 2023 2022 2021 Pepsi 59.4 % 22.2 % — Costco 12.0 % 16.7 % 12.7 % Amazon 7.6 % 8.8 % 10.1 % All others 21.0 % 52.3 % 77.2 % Total 100.0 % 100.0 % 100.0 % Accounts receivable from customers accounting for more than 10% of total accounts receivable at December 31, 2023 and 2022 were as follows: 2023 2022 Pepsi 69.0 % 47.6 % Amazon 5.9 % 11.8 % All others 25.1 % 40.6 % Total 100.0 % 100.0 % Financial instruments that potentially subject the Company to concentrations of credit risk primarily include cash and cash equivalents, accounts receivable and a note receivable. The Company ensures cash and cash equivalents are held with reputable financial institutions to mitigate this risk. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation ("FDIC") limit. At December 31, 2023 and 2022, the Company had approximately $755.5 million and $652.4 million, respectively, in excess of the FDIC limit. Cash Equivalents — The Company considers all highly liquid instruments with original maturities of three months or less, when purchased, to be cash equivalents. As of December 31, 2023 and 2022, the Company did not hold any instruments with original maturities exceeding three months. Restricted Cash — During 2022, the Company received upfront payments from Pepsi which were contractually restricted to satisfy termination payments due to former distributors. Any unused payments were repaid to Pepsi during the year ended December 31, 2023. These upfront payments received from Pepsi could not be used for the Company's general operating activities and were therefore classified as restricted cash based on the terms of the Transition Agreement. See Note 4. Revenue for more information. At December 31, 2023, the Company did not have any restricted cash. At December 31, 2022, the Company had $38.8 million of restricted cash. Accounts Receivable and Current Expected Credit Losses — The Company is exposed to potential credit risks associated with its product sales and related accounts receivable, as it generally does not require collateral from its customers. The Company’s expected loss allowance methodology for accounts receivable is determined using historical collection experience, current and future economic and market conditions, a review of the current status of customers’ trade accounts receivables, and where available, a review of the financial condition and credit ratings of larger customers, including credit reports. Customers are pooled based on having specific risk factors in common, and the Company reassesses these customer pools on a periodic basis. The receivables allowance is based on aging of the accounts receivable balances and estimated credit loss percentages. The Company uses the probability of default and forward-looking information to assess credit risk and estimate expected credit losses for its note receivable related to Qifeng Food Technology (Beijing) Co. Ltd ("Qifeng"). See Note 7. Note Receivable for more information on Qifeng and the note receivable. Allowances can be affected by changes in the industry, customer credit issues or customer bankruptcies when such events are reasonable and supportable. Historical information is used in addition to reasonable and supportable forecast periods, where applicable. Allowance for Expected Credit Losses Balance as of December 31, 2022 $ 2,147 Adoption of accounting standard (82) Current period change for expected credit losses 1,072 Balance as of December 31, 2023 $ 3,137 Inventories — Inventories are valued at the lower of cost or net realizable value, with costs approximating those determined under the first-in, first-out method. As of December 31, 2023 and December 31, 2022, the inventory allowance for excess and obsolete products was approximately $4.2 million and $8.4 million, respectively. 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 Long-Lived Assets — In accordance with ASC Topic 360, Property, Plant, and Equipment the Company reviews the carrying value of long-lived assets, which includes property and equipment-net, right-of-use assets, and definite-lived intangibles-net, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized for a long-lived asset if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset over its remaining useful life and final disposition. The Company did not record any impairment charges related to long-lived assets for the year ended December 31, 2023. Long-Lived Asset Geographic Data The following table sets forth long-lived asset information, which includes property and equipment-net, right-of-use assets, and definite-lived intangibles-net and excludes goodwill and indefinite-lived intangibles, where individual countries represent a significant portion of the total: December 31, December 31, North America $ 24,316 $ 9,750 Finland 12,153 12,171 Sweden 2,212 1,251 Other 29 1 Long-lived assets related to foreign operations 14,394 13,423 Total long-lived assets-net $ 38,710 $ 23,173 Goodwill and Intangible Assets — Indefinite-lived intangible assets and goodwill are not amortized but instead, are measured for impairment at least annually, on October 1 st , or when events indicate that an impairment exists. In the qualitative assessment, the Company determines whether, given various qualitative factors, it is more likely than not that an impairment exists. Factors considered include macroeconomic conditions, industry conditions, cost factors regarding raw materials and operations, legal and regulatory environments, historical financial performance and significant changes in the brand. If the qualitative assessment indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed. In the quantitative assessment for goodwill, the Company calculates the fair value of the respective reporting unit. The estimated fair values of indefinite lived intangible assets and goodwill are determined using discounted cash flows, which requires an analysis of various estimates including future cash flows, annual sales growth rates, and discount rates, based on market data available at the time. Changes in the factors used in the fair value estimates could have a significant impact on the fair values of the reporting unit and indefinite-lived intangible assets. At December 31, 2023 and December 31, 2022, there were no indicators of goodwill impairment. See Note 10 . Goodwill and Intangibles for more information. The addition of the Pepsi distribution network in 2022 shifted the Company’s primary focus to the U.S. market, and as a result it was determined that impairment indicators for the Func Foods Brands indefinite intangible asset were present. The Company does not anticipate focusing on the expansion of Func Food branded products and the Company plans to focus on Celsius branded products. As a result of the strategic shift, which the Company considered a triggering event, the Company quantitatively tested the Func Foods brand name for impairment utilizing the relief from royalty method to determine its fair value. As a result of the quantitative assessment, the Company recorded an impairment charge of $2.4 million for the year ended December 31, 2022 which is presented within selling, general and administrative expenses. At December 31, 2023, there were no further indicators of intangible asset impairment. Revenue Recognition — The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers ("ASC 606"). Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred based on the commercial terms of the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. For agreements with terms one year or less, the practical expedient under ASC 340-40-25-4 is applied to expense contract acquisition costs when incurred if the amortization period of the contract asset would have otherwise been recognized in one year or less. See Note 4. Revenue for more information. Deferred Revenue — The Company receives payments from certain distributors in new territories as reimbursement for contract termination costs paid to the prior distributors in those territories. Amounts received pursuant to these new or amended distribution agreements entered into with certain distributors relating to the costs associated with terminating the Company’s prior distributors, are accounted for as deferred revenue and recognized ratably over the anticipated life of the respective new or amended distribution agreements. Distributor Termination Fees — For the year ended December 31, 2023, termination fees related to termination charges associated with certain prior distributors were immaterial. However, the Company incurred approximately $193.8 million in such expenses for the year ended December 31, 2022. These costs were included in selling, general and administrative expenses upon termination of the distributor agreements. Customer Advances — From time to time the Company may require deposits from customers in advance of delivery of products and/or production runs. Such amounts are initially recorded as customer advances liability within deferred revenue. The Company recognizes such revenue as it is earned in accordance with revenue recognition policies. The Company had no customer advances as of December 31, 2023 or December 31, 2022. Advertising Costs — Advertising costs are expensed as incurred and charged to selling, general and administrative expenses. The Company mainly uses targeted marketing initiatives, such as sporting events, print, radio, and television advertising, alongside direct sponsorships and endorsements. The Company incurred advertising expenses of approximately $160.0 million, $85.1 million and $36.7 million, for the years ended December 31, 2023, 2022, and 2021, respectively. Research and Development — Research and development costs are charged to selling, general and administrative expenses as incurred and consist primarily of consulting fees, raw material usage and test production of beverages. The Company incurred expenses of approximately $1.7 million, $0.4 million and $1.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. Foreign Currency Gain/Loss — Foreign subsidiaries’ functional currency is the local currency of operations. The net assets of foreign operations are translated into U.S. dollars using current exchange rates. The foreign subsidiaries perform remeasurements of their assets and liabilities denominated in non-functional currencies on a periodic basis and the gain or loss from these adjustments related to the fluctuations in foreign exchange rates versus the U.S. dollar are included in the consolidated statements of operations and comprehensive income (loss) as foreign exchange gain (loss). For the years ended December 31, 2023, 2022 and 2021, the Company recognized net foreign exchange losses of approximately $1.2 million, $0.4 million, and $0.3 million, respectively. Translation gains and losses that arise from the translation of net assets from functional currency to the reporting currency, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in other comprehensive income (loss) as foreign currency translation gain (loss), net of income tax. The Company experienced a foreign currency translation net gain of approximately $1.2 million for the year ended December 31, 2023 and a net loss of $2.5 million for the year ended December 31, 2022. For the year ended December 31, 2021, there was a net gain of approximately $0.8 million. The Company’s operations in different countries requires that it transacts in the following currencies: China - Yuan, Hong Kong - Hong Kong Dollar, Norway - Krone, Sweden - Krona, Finland - Euro, United Kingdom - Pound Sterling, and Canada - Canadian Dollar Fair Value of Financial Instruments — The carrying value of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, note receivable and accrued expenses approximate fair value due to their relative short-term maturity and market interest rates. Income Taxes — The Company accounts for income taxes pursuant to the provisions of ASC Topic 740-10, Accounting for Income Taxes. This approach requires, among other things, an asset and liability approach to calculating deferred income taxes, and recognizing deferred tax assets and liabilities for expected future tax consequences stemming from temporary differences between asset and liability carrying amounts and their tax bases. A valuation allowance is established 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's 2020 through 2022 U.S. federal income tax returns are subject to examination by the IRS. The Company's state income tax returns are subject to examination for the 2019 through 2022 tax years. Earnings per Share — The Company computes earnings per share ("EPS") in accordance with ASC Topic 260 Earnings per Share ("ASC 260"), which requires that basic earnings per common share are computed by dividing income or loss available to common stockholders by the weighted average number of shares of basic common stock outstanding. It also requires that companies with different classes of stock (common stock and participating preferred stock) to calculate EPS using the two-class method. The two-class method is an allocation of earnings (distributed and undistributed) between the holders of common stock and a company’s participating preferred stockholders. Under the two-class method, earnings for the reporting period are allocated between common stockholders and other security holders based on their respective participation rights in undistributed earnings. See Note 3 . Earnings per Share for more information. The Company also computes diluted EPS, which accounts for the potential impact of dilutive securities on EPS. Dilutive EPS includes the effect of all potential dilutive common shares that were outstanding during the period. Such dilutive securities include RSUs, options, and convertible preferred shares. For the computation of diluted EPS, the numerator remains unchanged from basic EPS, but the denominator is adjusted to also include the weighted average of any additional shares that would have been outstanding if dilutive potential common shares had been issued. Stock-Based Compensation — 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. See Note 18. Stock-Based Compensation for more information. Cost of Revenue — Cost of Revenue consists of the costs of raw materials, which includes concentrates and or liquid bases, co-packing fees, repacking fees, freight charges, as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacturing 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 revenue. Raw materials include cans, other containers, flavors, ingredients and packaging materials. Selling, General and Administrative Expenses — Selling, general and administrative expenses include various operating expenses such as warehousing costs after manufacturing, expenses for advertising, samplings and in-store demonstrations, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses. Selling, general and administrative expenses also include costs such as payroll costs, travel costs, professional service fees (including legal fees), depreciation and other selling, general and administrative costs. Shipping and Handling Costs — Shipping and handling costs for freight charges on goods shipped are included in cost of revenue. Freight expense on goods shipped for the years ended December 31, 2023, 2022 and 2021 were approximately $58.7 million, $26.8 million and $26.9 million, respectively. Recently Adopted Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. Effective January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("CECL"), using a modified retrospective approach. ASU 2016-13 replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables. The guidance requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due. Upon adoption of the ASU on January 1, 2023, the cumulative effect was recorded directly to accumulated deficit. The amount recorded was not material to our financial position or results of operations. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the "FASB") introduced ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which enhances Segment Reporting (Topic 280) disclosures. This update mandates detailed disclosures on key segment expenses and other items, including segment profit or loss measures. It also requires that companies with a single reportable segment provide comprehensive Topic 280 disclosures. The effective date is for fiscal years beginning after December 15, 2023, and interim periods in fiscal years after December 15, 2024, with retrospective application to all periods presented. The Company is currently evaluating the impact of ASU 2023-07 on its financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures , introducing changes to income tax disclosures, primarily relating to effective tax rates and cash paid for taxes. This ASU requires companies to provide an annual rate reconciliation in both dollar figures and percentages, and changes the way annual income taxes paid are disclosed by all entities, necessitating a breakdown by federal, state, and foreign jurisdictions. The standard is effective for public business entities for fiscal years beginning after December 15, 2024. Prospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its financial statements and related disclosures. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The Company’s Series A Preferred Stock is classified as a participating security in accordance with ASC 260. Net income allocated to the holders of Series A Preferred Stock is based on the Series A stockholders' proportionate share of weighted average shares of common stock outstanding on an if-converted basis. For purposes of determining diluted earnings per common share, basic earnings per common share was adjusted to include the effect of potential dilutive common shares outstanding. These potential dilutive shares include unvested restricted stock and performance-based stock units. The more dilutive of the two-class method or the treasury method is used for this adjustment. Additionally, Series A Preferred Stock is included using the if-converted method. Under the two-class method, net income is reallocated to common stock, the Series A Preferred Stock, and all dilutive securities based on the contractual participating rights of the respective securities to share in the current earnings as if all of the earnings for the period had been distributed. For the years ended December 31, 2023 2022 2021 Numerator: Net income (loss) $ 226,801 $ (187,282) $ 3,937 Convertible preferred stock dividends (27,462) (11,526) — Allocation of earnings to participating securities (17,348) — — Net income (loss) attributable to common stockholders $ 181,991 $ (198,808) $ 3,937 Effect of dilutive securities: Allocation of earnings to participating securities $ 17,348 $ — $ — Reallocation of earnings to participating securities (16,934) — — Numerator for Diluted EPS - Income (loss) available to common stockholders after assumed conversions $ 182,405 $ (198,808) $ 3,937 Denominator: Weighted average basic common shares outstanding 230,784 226,947 221,343 Dilutive effect of common shares 6,180 — 11,724 Weighted average diluted common shares outstanding 236,964 226,947 233,067 Earnings per share: Basic $ 0.79 $ (0.88) $ 0.02 Diluted $ 0.77 $ (0.88) $ 0.02 For the years ended December 31, 2023 and 2022, approximately 22.0 million and 30.6 million potentially dilutive securities were excluded from the computation of diluted earnings per share related to common stockholders, as their effect was antidilutive. No potentially dilutive securities were antidilutive or were excluded from the computation for the year ended December 31, 2021. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Revenue [Abstract] | |
REVENUE | REVENUE The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. The primary performance obligation is the promise to sell finished products to customers, including distributors/co-packers, wholesalers, and retailers. Product sales occur once control or title is transferred based on the commercial terms of its agreements with such customers and traditionally do not allow for a right of return. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Product sales are recorded net of variable consideration, such as provisions for returns, discounts and allowances. Such provisions are calculated using historical averages and adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service, in which case the expense is classified as selling or marketing expense. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in incentives the Company offers to its customers and their customers. Information about the Company’s revenues by geographical location for the years ended December 31, 2023, 2022 and 2021 was as follows: For the years ended December 31, December 31, December 31, North America $ 1,263,341 $ 617,457 $ 273,005 Europe 43,722 31,054 38,097 Asia-Pacific 4,755 3,647 2,538 Other 6,196 1,446 632 Net sales $ 1,318,014 $ 653,604 $ 314,272 Primarily all of the Company’s North American revenue was derived from the U.S., which is the Company’s country of domicile. Revenue from Sweden represented the largest foreign portion of total consolidated revenue accounting for approximately $29.3 million, $21.7 million, and $26.9 million for the years ended December 31, 2023, 2022, and 2021, respectively. Promotional (Billback) Allowances The Company’s promotional allowance programs with its distributors or retailers are executed through separate agreements in the ordinary course of business. These agreements provide for one or more of the arrangements described above and are of varying durations. The Company’s billbacks are calculated based on various programs with distributors and retail customers, and accruals are established for the Company’s anticipated liabilities. These accruals are based on agreed upon terms as well as the Company’s historical experience with similar programs and require management’s judgment with respect to estimating consumer participation and/or distributor and retail customer performance levels. Differences between such estimated expenses and actual expenses for promotional and other allowance are recognized in the period such differences are determined. Promotional allowance (variable consideration) recorded as a reduction to revenue, primarily include consideration given to the Company’s distributors or retail customers including, but not limited to the following: • discounts from list prices to support price promotions to end-consumers by retailers; • reimbursements given to the Company’s distributors for agreed portions of their promotional spend with retailers, including slotting, shelf space allowances and other fees for both new and existing products; • the Company’s agreed share of fees given to distributors and/or directly to retailers for advertising, in-store marketing and promotional activities; • the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers, club stores and/or wholesalers; • incentives given to the Company’s distributors and/or retailers for achieving or exceeding certain predetermined volume goals; • discounted products; • contractual fees given to the Company’s distributors related to sales made directly by the Company to certain customers that fall within the distributors’ sales territories; and • contractual fees given to distributors for items sold below defined pricing targets. For the years ended December 31, 2023, 2022, and 2021, promotional allowances included as a reduction of revenue were $315.2 million, $158.5 million, and $64.2 million, respectively. Accrued promotional allowances were $99.8 million and $36.0 million as of December 31, 2023 and 2022, respectively. Agreements with Pepsi The Company executed multiple agreements with Pepsi on August 1, 2022, including a Distribution Agreement relating to the sale and distribution of certain of the Company’s beverage products in existing channels and distribution methods in the U.S., excluding certain existing customer accounts, sales channels, Puerto Rico and the U.S. Virgin Islands (collectively the “Territory”). Under the Distribution Agreement, the Company granted Pepsi the right to sell and distribute its existing beverage products in existing channels and distribution methods and future beverage products that are added from time to time as licensed products under the Distribution Agreement in defined territories. The Distribution Agreement represents a master service agreement and can be cancelled by either party without cause in the nineteen th year thereafter (i.e., 2061, 2071, etc.) by providing twelve months’ written notice to the other party on August 1 st of the year preceding the year of termination. Except for a termination by the Company “with cause” or a termination by Pepsi “without cause” (each as defined in the Distribution Agreement), the Company is required to pay Pepsi certain compensation upon a termination as specified in the Distribution Agreement. The Company agreed to provide Pepsi a right of first offer in the event the Company intends to (i) manufacture, distribute or sell products in certain additional countries as specified in the Distribution Agreement or (ii) distribute or sell products in any future channels and distribution methods during the term of the Distribution Agreement. Pepsi agreed to meet and confer in good faith with the Company regarding the terms and conditions upon which Pepsi may be willing to sell or distribute the product, either directly or through local sub-distributors in certain other additional countries. The Distribution Agreement includes other customary provisions, including non-competition covenants in favor of the Company, representations and warranties, indemnification provisions, insurance provisions and confidentiality provisions. In the fourth quarter of 2023 under the terms of the Distribution Agreement, the Company and Pepsi agreed to extend distribution to the Canadian market. Following this agreement, the Company began order fulfillment, with Pepsi serving as the exclusive distributor. Distribution operations began in January of 2024. On August 1, 2022, the Company and Pepsi also executed the Transition Agreement, providing for the Company’s transition of certain existing distribution rights in the Territory to Pepsi. Under the terms of the Transition Agreement, Pepsi agreed to pay the Company up to $250 million in multiple tranches to facilitate the Company’s transition of certain distribution rights to Pepsi. Amounts received from Pepsi were contractually restricted to only be used to pay termination fees due to other distributors; any excess cash received over amounts due to other distributors is to be refunded back to Pepsi, and all amounts were refunded to Pepsi as of December 31, 2023. Accounting for the agreements Executed with Pepsi The Company evaluated the securities purchase agreement, pursuant to which the Company issued and sold to Pepsi Series A Preferred Stock (the "Purchase Agreement"), the Transition Agreement, the Distribution Agreement, and other agreements executed with Pepsi on August 1, 2022, as one combined contract because the agreements were executed on the same day, with the same counterparty, in contemplation of one another, and contractual terms are defined and referenced across the agreements. These agreements are referred to collectively as the Pepsi Arrangement. Management concluded that the Pepsi Arrangement was partially in the scope of ASC 606 and partially in the scopes of ASC 505, Equity ("ASC 505”) and ASC 480, Distinguishing liabilities from equity ("ASC 480"). The Company first applied the measurement and classification criteria in ASC 505 and ASC 480 with respect to the Company’s issuance of approximately 1.5 million shares of Series A Preferred Stock, as the substance of the issuance of the Series A Preferred Stock was determined to be a financing transaction. See Note 14. Mezzanine Equity for more information. After application of the measurement and classification principles in ASC 505, and ASC 480, the Company accounted for the residual revenue elements of the Pepsi Arrangement under ASC 606. The revenue elements of the Pepsi Arrangement consisted of (i) $227.8 million in payments received from Pepsi under the Transition Agreement and (ii) a $282.5 million implicit payment made to Pepsi by Celsius, representing the excess fair value over issuance proceeds received for the Series A Preferred Stock. See Note 13. Related Party Transactions for more information on the upfront payment and implicit payment related to the excess in fair value over issuance proceeds. The $282.5 million excess fair value over issuance proceeds of the Series A Preferred Stock represented an implicit payment made to a customer. The Company concluded that this implicit payment met the definition of an asset and recorded such implicit payment as a deferred other cost in the Company’s consolidated balance sheets, with a portion included as current. The Company will amortize the asset balance as a reduction of revenues (contra-revenues) ratably over a twenty-year period consistent with the term of the Distribution Agreement. The Company assesses the deferred other cost asset for impairment at each reporting period. For product sales under the Distribution Agreement, the Company recognizes revenues when control of the underlying goods are transferred to Pepsi based on the contractual terms of noncancellable purchase orders issued by Pepsi. The Company's customary revenue recognition policy as described above is applied with respect to billbacks. License Agreement In January 2019, the Company entered into a license and repayment of an investment agreement with Qifeng. Under the agreement, Qifeng was granted the exclusive license rights to manufacture, 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 of each calendar year. 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 $6.9 million combined, and then are subject to annual guaranteed minimums over the remaining term of the agreement. Under the agreement, the Company granted 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. The Company recognizes revenue from the agreement over time because Qifeng 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 of its ongoing efforts in providing the exclusive license rights including providing continuous access, updates and support, to product development, brand promotion and technical expertise. Total revenue recognized under the agreement was approximately $2.2 million, $2.0 million, and $1.6 million for the years ended December 31, 2023, 2022, and 2021, respectively, which is reflected in the revenues from Asia-Pacific. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories-net consists of the following: December 31, December 31, Finished goods $ 184,434 $ 119,229 Raw materials 49,022 62,491 Less: Inventory reserve (4,181) (8,431) Inventories-net $ 229,275 $ 173,289 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets totaled approximately $19.5 million and $11.3 million, at December 31, 2023 and 2022, respectively, consisting mainly of prepaid advances to co-packers related to inventory production, advertising, prepaid insurance, prepaid slotting fees, value added tax payments and deposits on purchases. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Note Receivable [Abstract] | |
NOTE RECEIVABLE | NOTE RECEIVABLE Note receivable-net consists of the following: December 31, December 31, Note receivable-current $ 3,471 $ 2,979 Current period change for expected credit losses (1) (1,153) — Note receivable-non-current — 3,574 Total $ 2,318 $ 6,553 (1) Upon adoption of CECL on January 1, 2023, the Company recorded a reserve for estimated expected credit losses associated with the note receivable. Effective January 1, 2019, the Company restructured its China distribution efforts by entering into two separate economic agreements as they relate to the commercialization of Celsius products (i.e., the Qifeng exclusive license rights and repayment of investment agreement with Qifeng). See Note 4 . Revenue for information regarding the license agreement with Qifeng. Under a separate economic agreement, Qifeng agreed to repay the marketing investments made by Celsius into the China market through 2018, over a five-year period. The repayment, which was formalized via a note receivable from Qifeng (the "Note"), will need to be serviced even if the licensing agreement is cancelled or terminated. The Note is denominated in Chinese-Yuan. The Note requires annual principal payments and interest due on March 31 of each year, with the final payment scheduled for 2024. The final payment date was extended to December 31, 2024. The Note is recorded at amortized cost. Interest income generated from the Note has been immaterial. The Company assesses the Note for impairment at each reporting period. This evaluation considers the probability that the Company will be unable to collect the scheduled principal and interest payments, based on historical experience of Qifeng's ability to pay, the current economic environment, forward-looking information and other factors. As evidence of solvency for the Note, a stock certificate in Celsius Holdings Inc. which amounts to 60,000 shares owned by an affiliate under common control of Qifeng is being held at a brokerage account. A letter of guarantee was executed with several restrictions regarding their shares. In particular, it was agreed that the stock would not be sold or transferred without the prior written consent from Celsius. There are other restrictions and agreements, which include that a statement of account will be provided to Celsius on a quarterly basis to confirm and validate the existence of the remaining shares. Under the Company's CECL allowance methodology adopted January 1, 2023, the probability of default is evaluated by considering historical collection experiences, as well as current and future economic and market conditions in quantifying the reserve recorded against the Note. During the year ended December 31, 2022, the Note was not deemed to be impaired under the incurred loss impairment model. Payment in full was received for the amounts due on March 31, 2023. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company’s leasing activities include operating leases of its corporate office space from a related party (See Note 13. Related Party Transactions) and other operating and finance leases of vehicles and office space for the Company’s European operations. At the inception of a contract, the Company determines whether it is or contains a lease based on specific criteria, including the use of a distinct identified asset, rights to economic benefits, and control over the asset's use. Consideration in the contract is allocated to lease and non-lease components based on relative stand-alone prices, with separate accounting for each. Leases are classified as either finance or operating leases per ASC Topic 842, with real estate comprising the majority of operating leases, and vehicles under finance leases. At lease commencement, a lease liability is recorded at the present value of lease payments, using the implicit rate or the Company’s incremental borrowing rate, alongside a corresponding right-of-use ("ROU") asset. This asset includes initial lease payments and excludes incentives, and may be adjusted for options to extend or terminate the lease. Operating lease expenses are recognized on a straight-line basis over the lease term, including any variable payments not part of the initial liability, and these expenses are included in selling, general, and administrative expenses. Finance lease expenses are split between ROU asset amortization, over the shorter of the asset's useful life or lease term, and interest expense calculated using the effective interest rate method. The future annual minimum lease payments required under the Company’s leases as of December 31, 2023 were as follows: Future minimum lease payments Operating Finance Total 2024 $ 1,075 $ 67 $ 1,142 2025 422 84 506 2026 344 118 462 2027 148 — 148 2028 140 — 140 Total future minimum lease payments 2,129 269 2,398 Less: Amount representing interest (194) (17) (211) Present value of lease liabilities 1,935 252 2,187 Less: current portion (980) (59) (1,039) Long-term portion $ 955 $ 193 $ 1,148 |
LEASES | LEASES The Company’s leasing activities include operating leases of its corporate office space from a related party (See Note 13. Related Party Transactions) and other operating and finance leases of vehicles and office space for the Company’s European operations. At the inception of a contract, the Company determines whether it is or contains a lease based on specific criteria, including the use of a distinct identified asset, rights to economic benefits, and control over the asset's use. Consideration in the contract is allocated to lease and non-lease components based on relative stand-alone prices, with separate accounting for each. Leases are classified as either finance or operating leases per ASC Topic 842, with real estate comprising the majority of operating leases, and vehicles under finance leases. At lease commencement, a lease liability is recorded at the present value of lease payments, using the implicit rate or the Company’s incremental borrowing rate, alongside a corresponding right-of-use ("ROU") asset. This asset includes initial lease payments and excludes incentives, and may be adjusted for options to extend or terminate the lease. Operating lease expenses are recognized on a straight-line basis over the lease term, including any variable payments not part of the initial liability, and these expenses are included in selling, general, and administrative expenses. Finance lease expenses are split between ROU asset amortization, over the shorter of the asset's useful life or lease term, and interest expense calculated using the effective interest rate method. The future annual minimum lease payments required under the Company’s leases as of December 31, 2023 were as follows: Future minimum lease payments Operating Finance Total 2024 $ 1,075 $ 67 $ 1,142 2025 422 84 506 2026 344 118 462 2027 148 — 148 2028 140 — 140 Total future minimum lease payments 2,129 269 2,398 Less: Amount representing interest (194) (17) (211) Present value of lease liabilities 1,935 252 2,187 Less: current portion (980) (59) (1,039) Long-term portion $ 955 $ 193 $ 1,148 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment-net consisted of the following: Estimated Useful December 31, December 31, Merchandising equipment - coolers 3 - 7 $ 21,908 $ 9,885 Office equipment 3 - 7 1,467 1,124 Vehicles 5 6,143 1,257 Less: accumulated depreciation (4,650) (2,081) Total $ 24,868 $ 10,185 |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | GOODWILL AND INTANGIBLES As of December 31, 2023 and December 31, 2022, goodwill was approximately $14.2 million and $13.7 million, respectively. The carrying amount and accumulated amortization of intangible assets as of December 31, 2023 and December 31, 2022, were as follows: December 31, December 31, Definite-lived intangible assets Customer relationships $ 13,902 $ 13,418 Less: accumulated amortization (2,233) (1,677) Effect of exchange rate changes 9 67 Definite-lived intangible assets, net $ 11,678 $ 11,808 Indefinite-lived intangible assets Brands $ 446 $ 2,984 Less: impairment — (2,576) Effect of exchange rate changes 15 38 Indefinite-lived intangible assets, net $ 461 $ 446 Intangibles-net $ 12,139 $ 12,254 Customer relationships are amortized over an estimated useful life of 25 years, while brands have an indefinite life. Amortization expense for the years ended December 31, 2023, 2022, and 2021 was approximately $0.5 million, $0.5 million, and $0.6 million, respectively and is reflected in selling, general and administrative expenses. Other fluctuations in the amounts of intangible assets are due to currency translation adjustments. The following was the future estimated amortization expense related to customer relationships as of December 31, 2023: Years ending December 31, 2024 $ 556 2025 556 2026 556 2027 556 2028 556 Thereafter 8,898 Total $ 11,678 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of December 31, 2023 and December 31, 2022, accounts payable was approximately $42.8 million and $36.2 million, respectively. Accrued expenses consisted of the following: December 31, 2023 December 31, 2022 Due to Pepsi (1) $ — $ 34,807 Accrued freight 2,267 8,532 Accrued marketing 18,252 2,238 Accrued legal 7,633 10,463 Unbilled purchases 11,851 8,672 Other accrued expenses 22,117 5,187 Total $ 62,120 $ 69,899 (1) See Note 13. Related Party Transactions for more information related to Pepsi amounts fully refunded in 2023. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Transactions with Pepsi As further described in Note 14. Mezzanine Equity, on August 1, 2022, the Company issued approximately 1.5 million shares of non-voting Series A Preferred Stock to Pepsi. The shares accounted for approximately 8.5% of the Company’s outstanding common stock on the date of issuance, on an if-converted method. The Purchase Agreement grants Pepsi the right to designate a nominee for election to the Company’s nine-member Board of Directors (the "Board"), provided Pepsi meets certain ownership requirements. In 2022, a Pepsi executive was designated by Pepsi and elected to the Company’s Board. Based on Pepsi’s contractual representation rights for a seat on the Company’s Board, the Company concluded that Pepsi is a related party. The following transactions were recognized in the Company’s financial statements: • Revenue to Pepsi amounted to $782.3 million and $142.3 million for the years ended December 31, 2023 and 2022, respectively, and are included in Revenue. • Estimated accrued promotional allowance related to Pepsi was $51.8 million and $13.9 million as of December 31, 2023 and 2022, respectively, and is included in Accrued promotional allowance. • Accounts receivable due from Pepsi on December 31, 2023 and 2022 were $130.4 million and $31.6 million, respectively, and are included in Accounts receivable-net. • For the year ended December 31, 2023, the Company purchased company-branded coolers from Grayhawk Leasing LLC ("Grayhawk"), a wholly-owned subsidiary of Pepsi, totaling $10.5 million. In 2022, the Company incurred $1.6 million of spend with Grayhawk related to company-branded coolers. • Pepsi paid the Company $227.8 million in cash under the Transition Agreement in 2022. This amount was used for settling termination fees with former distributors; any excess cash was contractually restricted and due back to Pepsi, all of which was refunded to Pepsi as of December 31, 2023. The Company had deferred revenues (a contract liability) of $176.7 million as of December 31, 2023, of which $167.2 million was classified as Deferred revenue-non-current and $9.5 million was classified as Deferred revenue-current. This is net of $9.5 million of related revenue recognized in 2023. As of December 31, 2022, the Company had deferred revenues of $189.5 million, of which $179.8 million was classified as Deferred revenue-non-current and $9.7 million was classified as Deferred revenue-current. This is net of $4.2 million of related revenue recognized in 2022. The deferred revenues will continue to be recognized ratably over the twenty-year agreement term. • Amounts due to Pepsi of $34.8 million as of December 31, 2022, representing refund liabilities owed to Pepsi under the Transition Agreement, were recorded to accrued expenses. As of December 31, 2023, payments due to Pepsi under the Transition Agreement had been fully refunded, and the Company did not have a refund liability. • The Company issued Series A Preferred Stock with a fair value of $832.5 million for an issuance price of $550.0 million on August 1, 2022. The excess of the fair value over the issuance proceeds, amounting to $282.5 million, was recorded as deferred other costs in the accompanying consolidated balance sheets. See Note 14. Mezzanine Equity for more information. As of December 31, 2023 unamortized deferred other costs of $14.1 million and $248.3 million, were recorded in deferred other costs-current and deferred other costs-non-current, respectively in the consolidated balance sheets. As of December 31, 2022 unamortized deferred other costs of $14.1 million and $262.5 million were recorded as deferred other costs-current and deferred other costs-non-current, respectively in the consolidated balance sheets. Amortization of deferred other costs for the year ended December 31, 2023 and 2022, were $14.1 million and $5.9 million, respectively. This was recorded as an offset to revenue. Costs are amortized over 20 years, which is the life of the agreement. See Note 1. Organization and Description of Business, Note 2. Basis of Presentation and Summary of Significant Accounting Policies, Note 4. Revenue , Note 11. Accounts Payable and Accrued Expenses, and Note 14 . Mezzanine Equity for more information. Related Party Leases The Company's office space is leased from a company affiliated with CD Financial, LLC, which is owned by a few of the Company's principal stockholders. The leases extend until June 2027 with a combined monthly rent of $44 thousand. |
MEZZANINE EQUITY
MEZZANINE EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
MEZZANINE EQUITY | MEZZANINE EQUITY Series A Convertible Preferred Stock As of December 31, 2023 and December 31, 2022, Company has designated and authorized 1,466,666 shares of Series A Preferred Stock with a par value of $0.001 per share and a stated value of $375.00 per share. The stated value per share may be increased from time-to-time in the event dividends on the Series A are paid-in-kind ("PIK dividends”) pursuant to the Series A Certification of Designation (the "Series A Certificate”). On August 1, 2022, pursuant to the Purchase Agreement, the Company issued approximately 1.5 million shares of Series A, representing 100% of the authorized Series A shares, to Pepsi for stated cash consideration aggregating $550.0 million, excluding issuance costs. The Series A was issued concurrently with the execution of Distribution Agreement and the Transition Agreement. The Company determined that the aggregate fair value of the Series A on the issuance date was $832.5 million, or $567.61 per share. Accordingly, the Series A Preferred Stock was recorded at that amount, net of issuance costs of $8.0 million, in the Company’s consolidated balance sheets and statement of changes in stockholders’ equity and mezzanine equity. Mezzanine Classification The Series A Preferred Stock is redeemable in the event of a change in control as defined in the Series A Certificate. S99-3A(2) of the SEC’s Accounting Series Release No. 268 (“ASR 268”) requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Preferred securities that are mandatorily redeemable are required to be classified by the issuer as liabilities whereas under ASR 268 an issuer should classify a preferred security whose redemption is contingent on an event not entirely in control of the issuer as mezzanine equity. The Series A is not mandatorily redeemable, however, a change in control is not solely in control of the Company, accordingly, the Company determined that mezzanine treatment is appropriate for the Series A and has presented it as such in the consolidated balance sheets and statement of changes in stockholders’ equity and mezzanine equity, as of both December 31, 2023 and December 31, 2022. Pursuant to the Purchase Agreement, Pepsi, together with its affiliates, has certain rights and is also subject to various restrictions with respect to the Company’s outstanding common shares on an as-converted basis through purchases of the Company’s Common Stock in the open market and the accumulation of PIK dividends. Additionally, pursuant to the Purchase Agreement, Pepsi has the right to designate one nominee for election to Company’s Board, for so long as Pepsi (together with its affiliates) beneficially owns at least approximately 11.0 million shares of the Company’s outstanding Common Stock on an as-converted basis. Notwithstanding that the Series A is not currently convertible into common stock, the Purchase Agreement provides that Pepsi is deemed to beneficially own the underlying shares of common stock for purposes of its rights under the Purchase Agreement. In August of 2022, the Company expanded the number of seats from eight to nine in connection with the election of a Pepsi representative to the Company’s Board. Liquidation Preference The Series A ranks, with respect to distribution rights and rights on liquidation, winding-up and dissolution, (i) senior and in priority of payment to the Company’s common stock, (ii) senior to any class or series of capital stock of the Company expressly designated as ranking junior to the Series A, (iii) on parity with any class or series of capital stock of the Company expressly designated as ranking on parity with the Series A, and (iv) junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series A. The aggregate liquidation preference of the Series A was $550.0 million as of both December 31, 2023 and 2022. Voting The Series A confers no voting rights, except as otherwise required by applicable law, and with respect to matters that adversely change the powers, preferences, privileges, rights or restrictions given to the Series A or provided for its benefit, or would result in securities that would be senior to or pari passu with the Series A. As described above, Pepsi has a contractual right to representation on the Company’s Board, subject to certain shareholding thresholds. Stock Split As a result of the Forward Stock Split, the conversion ratio for Series A Preferred Stock, initially set at five-for-one, was adjusted to fifteen-to-one. The adjustment maintains the proportional interests of Series A Stockholders post-split. The revised conversion ratio, reflecting the impact of the three-for-one stock split, was made effective on the split's effective date. Dividends The Series A entitles the holder to cumulative dividends, which are payable quarterly in arrears either in cash, in-kind, or a combination thereof, at the Company’s election ("Regular Dividends"). Regular Dividends accrue on each share of Series A at the rate of 5.00% per annum, subject to adjustment as set forth in the Series A Certificate. In addition to such quarterly Regular Dividends, shares of Series A also entitle the holder to participate in any dividends paid on the Company’s common stock on an as-converted basis. The Company declared and paid $27.5 million and $11.5 million in Regular Dividends on the Series A, which amounted to $18.72 and $7.86 per share of Series A for the years ended December 31, 2023 and 2022, respectively. There were no cumulative undeclared dividends on the Series A at December 31, 2023. In addition, there were no dividends issued to common shareholders as of the years ended December 31, 2023 and 2022. Redemption Pursuant to certain conditions set forth in the Series A Certificate, Series A may be redeemed at a price per share of Series A equal to the sum of (i) the stated value of such share of Series A as of the applicable redemption date, plus (ii) without duplication, all accrued and unpaid dividends previously added to the stated value of such share of Series A, and all accrued and unpaid dividends per share of Series A through such redemption date (the “Redemption Price”). Company’s Optional Redemption At any time from and after the earlier of (i) August 1, 2029, if the ten-day volume weighted average price of the Company’s common stock (the “Ten-Day VWAP”) does not exceed the conversion price on the date immediately prior to the date the Company delivers a redemption notice to the holders, and (ii) the cancellation of the Distribution Agreement by the Company, the Company has the right to redeem all (and not less than all) of the then-outstanding shares of Series A, at the Redemption Price. In the event of the Company's optional redemption, the Company shall affect such redemption by paying the entire Redemption Price on or before the date that is thirty days after the delivery of the Company’s redemption notice and by redeeming all the shares of Series A on such date. Change in Control Redemption In the event of a change in control, as defined by the following scenarios, the Company (or its successor) shall redeem all (and not less than all) of the then-issued and outstanding shares of Series A: (i) a sale or transfer, directly or indirectly, of all or substantially all of the assets of the Company in any transaction or series of related transactions (other than sales in the ordinary course of business); (ii) any merger, consolidation or reorganization of the Company with or into any other entity or entities as a result of which the holders of the Company’s outstanding capital stock (on a fully-diluted basis) immediately prior to the merger, consolidation or reorganization no longer represent at least a majority of the voting power of the surviving or resulting Company or other entity; or (iii) any sale or series of sales, directly or indirectly, beneficially or of record, of shares of the Company’s capital stock by the holders thereof which results in any person or group of affiliated persons owning capital stock holding more than 50% of the Company's voting power. Upon a change in control and redemption, each Series A holder will receive, an amount equal to the greater of (A) the Redemption Price in cash, and (B) the cash and/or other assets (including securities) such holder would have received if each share of Series A were converted into a number of shares of common stock equal to the then-applicable conversion ratio and participated in such transaction resulting in such change of control as of the close of business on the business day immediately prior to the effective date of such transaction. If the Company or its successor shall not have sufficient funds legally available under the Nevada law governing distributions to stockholders to redeem all outstanding shares of Series A, then the Company shall (A) redeem, pro rata among the holders, a number of shares of Series A equal to the number of shares of Series A that can be redeemed with the maximum amount legally available for the redemption, and (B) redeem all remaining shares of Series A not redeemed because of the foregoing limitations at the applicable change of control redemption price as soon as practicable after the Company (or its successor) is able to make such redemption out of assets legally available for the purchase of such shares of Series A. The inability of the Company (or its successor) to make a redemption payment for any reason shall not relieve the Company (or its successor) from its obligation to affect any required redemption when, as and if permitted by applicable law. Holder Right to Request Redemption On each of August 1, 2029, August 1, 2032, and August 1, 2035, the majority holders of the Series A have the right, upon no less than six months prior written notice to the Company, to request that the Company redeem all (and not less than all) of the then-outstanding shares of Series A, at the Redemption Price. In the event of a holder-optional redemption, the Redemption Price will be payable, and the Company shall redeem the shares in three equal installments. These installments would commence on August 1, 2029, August 1, 2032, or August 1, 2035, as applicable, and in each case on the fifteenth- and thirtieth-month anniversary thereafter. On each redemption date for a holder-optional redemption, the Company will redeem shares of Series A on a pro rata basis according to the number of shares owned by each holder. The number of outstanding shares will be determined by dividing (i) the total number of Series A shares outstanding immediately prior to such redemption date by (ii) the number of remaining redemption dates (including the redemption date to which such calculation applies). If, on any redemption date, legal constraints under the Nevada law governing distributions to stockholders or the terms of any indebtedness of the Company to financial institutions prevents the Company from redeeming all shares of Series A, the Company will ratably redeem the maximum number of shares that it may legally redeem, and will redeem the remaining shares as soon as it may lawfully do so. Should any shares of Series A scheduled for redemption on a redemption date remain unredeemed for any reason on such redemption date, the following will occur: from the redemption date to the fifteen-month anniversary of such redemption date, the dividend rate with respect to such unredeemed share will automatically increase to 8% per annum. From such fifteenth-month anniversary to the thirtieth-month anniversary of such redemption date, the dividend rate with respect to such unredeemed share will automatically increase to 10% per annum. After such thirtieth-month anniversary of such redemption date, the dividend rate with respect to any such unredeemed share will automatically increase to 12% per annum, in each case until such share is duly redeemed or converted. Conversion The shares of Series A may be converted into shares of the Company’s common stock pursuant to the Series A Certificate either at the option of the Company or subject to an automatic conversion as discussed below. The Series A was issued with a conversion price of $25 which is potentially subject to adjustment pursuant to the Series A Certificate. The conversion ratio is calculated as the quotient of (a) the sum of (x) the stated value of such share of Series A as of the applicable conversion date, plus (y) all accrued and unpaid dividends previously added to the stated value of such share of Series A, and without duplication, all accrued and unpaid dividends per share of Series A through the applicable conversion date; divided by (b) the conversion price as of the conversion date. As of December 31, 2023, the conversion ratio of the Series A into common was one to fifteen. At December 31, 2023, approximately 22.0 million shares of the Company’s common stock were issuable upon conversion of the Series A Preferred Stock. As of December 31, 2023, the Series A was not probable of becoming redeemable, as the most likely method of settlement is through conversion which is likely to occur before the holder's right to request redemption becomes exercisable. Company Optional Conversion At any time from and after August 1, 2029, provided the Ten-Day VWAP immediately prior to the date the Company delivers a conversion notice to the holders of Series A exceeds the Conversion Price, the Company may elect to convert all, but not less than all, of the outstanding shares of Series A into shares of the Company’s common stock. Automatic Conversion The Series A will convert automatically into shares of the Company’s common stock upon the occurrence of any of the following, each, an “Automatic Conversion Event”: • Any date from and after the valid termination of the Distribution Agreement by the Company or Pepsi, if the Ten-Day VWAP immediately preceding such date exceeds the Conversion Price of such share as of such date. • Any date from and after August 1, 2028, on which (x) the Company’s products meet a market share requirement during a specified period (as defined in the Distribution Agreement) and (y) the Ten-Day VWAP immediately prior to such date exceeds the conversion price of such share as of such date. In the case of an Automatic Conversion Event, each share of Series A then outstanding shall be converted into the number of shares of common stock equal to the conversion ratio of such share in effect as of the automatic conversion date. The occurrence of an Automatic Conversion Event will terminate any right of the holder to receive a redemption at their request even if such request has already been submitted, provided that the Series A shares have not already been redeemed. Other Accounting Matters The Company has adopted Accounting Standards Update 2020-06 (“ASU 2020-06”), effective January 1, 2022. The provisions of ASU 2020-06 prohibit the recognition of a beneficial conversion feature on preferred shares issued after the adoption of the ASU. FASB ASC 815 generally requires an analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The Company performed an evaluation and determined the Series A and the host instrument is more akin to equity. The Company identified certain embedded redemption and conversion features which it evaluated for bifurcation and determined no bifurcation of these embedded or conversion features was required. |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | OTHER CURRENT LIABILITIES Other current liabilities consisted of the following: December 31, 2023 December 31, 2022 VAT / GST payable $ 823 $ 198 State Beverage Container Deposit 10,067 3,388 Total $ 10,890 $ 3,586 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Issuance of common stock pursuant to exercise of stock options and other awards During the year ended December 31, 2023, the Company issued an aggregate of 2.6 million shares of common stock and received approximately $2.3 million, under the 2015 Plan Stock Incentive Plan (the "2015 Plan"). During the year ended December 31, 2022, under the 2015 Plan and 2006 Incentive Stock Plan (the "2006 Plan" and, collectively with the 2015 Plan, the “Stock Incentive Plans”), the Company issued approximately 4.4 million shares of its common stock and received approximately $3.7 million. During the year ended December 31, 2021, under the Stock Incentive Plans, the Company issued an aggregate of approximately 4.5 million shares of its common stock and received approximately $3.7 million. June 2021 Public Offering In June 9, 2021, the Company, and certain selling stockholders, consummated a public offering of 19.6 million shares of common stock, at a price of $20.83 each, less underwriting discounts. This included a 30-day option for underwriters to purchase approximately 2.9 million additional shares, with approximately 2.6 million shares exercised on June 11, 2021. The offering, closed on June 14, 2021, resulting in the Company issuing and selling approximately 3.4 million shares of common stock and the selling stockholders selling 18.8 million shares of common stock, generating net proceeds of approximately $67.8 million for the Company and $375.4 million for selling stockholders. The Company used its proceeds from the offering for general corporate purposes. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 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. The Company engaged a third-party valuation firm to assist in determining the fair value of the approximately 1.5 million shares of Series A Preferred Stock issued on August 1, 2022. The Series A Preferred Stock is classified in mezzanine equity, see Note 14. Mezzanine Equity for more information. The valuation of the Series A Preferred Stock represents a non-recurring fair value measurement. The Company used a Monte Carlo simulation model to determine the fair value of the Series A Preferred Stock on August 1, 2022. The Monte Carlo simulation utilized multiple level 2 input variables to determine the value of the Series A Preferred Stock including a volatility rate of 45%, risk free interest rate of 2.69%, 5.0% dividend rate, the closing price of the Company’s common stock on the issuance date of $98.87 (pre-split), a debt discount rate of 12.5% and a discount for lack of marketability attributed to the registration period of the underlying stock. The selected historical volatility was based on Celsius and a certain peer group. The risk-free interest rate was based on the U.S. STRIPS Rate with a corresponding term as of issuance date. The 5.0% dividend rate is consistent with the provisions of the Series A Preferred Stock and with the Company’s past payments or such dividends made in cash. The debt discount rate was based on estimated credit analysis and corresponding market yields as of the issuance date. The Company applied a nominal discount for lack of marketability with respect to the assumed registration period of the underlying shares. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The domestic and foreign components of the Company's income (loss) before provision for income taxes are as follows: 2023 2022 2021 Domestic $ 291,203 $ (151,551) $ (4,176) Foreign 546 (1,113) 117 Net income (loss) before income taxes $ 291,749 $ (152,664) $ (4,059) The provision for income tax expense (benefit) consists of the following: Current: 2023 2022 2021 Domestic $ 79,840 $ 10,498 $ — State and local 27,596 2,601 1,523 Foreign 192 — (38) Current federal, state and local, tax expense $ 107,628 $ 13,099 $ 1,485 Deferred: 2023 2022 2021 Domestic $ (34,535) $ 18,558 $ (7,142) State and local (8,261) 4,034 (1,878) Foreign 116 (1,073) (461) Deferred federal, state and local, tax expense $ (42,680) $ 21,519 $ (9,481) Income tax expense (benefit) $ 64,948 $ 34,618 $ (7,996) The reconciliation of the U.S. federal statutory rate to the effective rate on net income (loss) before taxes is as follows: 2023 2022 2021 U.S. Statutory federal rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 4.7 % (3.9) % (12.5) % Tax effect of Pepsi valuation premium — % (38.9) % — % Stock based compensation (3.4) % (0.9) % 50.5 % Change in valuation allowance (0.3) % 0.4 % 219.8 % Change in deferred balances 0.3 % — % (80.6) % Other (0.1) % (0.4) % (0.9) % Effective tax rate 22.2 % (22.7) % 197.3 % The Tax Cuts and Jobs Act introduced a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a measure to tax certain intercompany payments under the base erosion anti-abuse tax “BEAT” regime. For the years ended December 31, 2023 and 2022, the Company did not generate intercompany transactions that met the BEAT threshold but does have to include GILTI relating to the Company’s foreign subsidiaries. The Company elected to account for GILTI as a current period cost. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Deferred tax assets and liabilities consisted of the following: December 31, December 31, Net operating loss carryforwards $ 3,441 $ 4,774 Charitable contributions — 17 Deferred revenue 45,907 — Fixed assets (3,338) (1,158) Pepsi valuation premium (68,250) (70,637) Right of use liability 157 154 Right of use asset (275) (146) Distributor termination fees 40,429 46,859 Stock-based compensation 4,892 5,236 Inventory allowance 9,221 5,423 Intangibles (2,495) (2,516) Total deferred tax assets (liabilities) 29,689 (11,994) Valuation allowance (2,496) (3,424) Net deferred tax assets (liabilities) $ 27,193 $ (15,418) At December 31, 2023, the Company has approximately $1.9 million of Federal net operating loss carryforwards and $1.9 million of state net operating loss ("NOL") carryforwards, which will begin to expire in 2027. The Federal and State NOLs are subject to limitation under Section 382 due to a December 2008 ownership change of greater than 50% over a three-year testing period. The ownership change resulted in approximately $4.5 million of NOLs that will not be realized. The $4.5 million has been removed from the available NOL carryforward and US NOL deferred tax asset. The Company had foreign NOL carryforwards of approximately $16.7 million, some of which will begin to expire in 2024. The Company considers the earnings of its foreign entities to be permanently reinvested outside the U.S. based on estimates that future cash generation will be sufficient to meet future domestic cash needs. Accordingly, deferred taxes have not been recorded for the undistributed earnings of the Company’s foreign subsidiaries. All other outside basis differences not related to earnings were impractical to account for at this period of time and are currently considered as being permanent in duration. As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred taxes will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. Through the year ended December 31, 2020, the Company maintained a full valuation allowance on its worldwide net deferred tax assets. During the fourth quarter of 2021, the Company concluded that it is more likely than not that its U.S. deferred tax assets would be realized. This conclusion was based on the US profitability and NOL utilization in 2020 and 2021 as well as future forecasts of U.S. profitability. During the fourth quarter of 2022, the Company concluded that is more likely than not that is Celsius Europe deferred tax assets would be realized, based on Finland profitability and NOL utilization in 2021 and 2022. For the year ended December 31, 2021, the Company reported a release of its U.S. valuation allowance for deferred tax assets of approximately $6.0 million. For the year ended December 31, 2022, the Company reported a release of non-U.S. valuation of $0.5 million. The Company continues to maintain a valuation allowance on certain of its foreign net operating losses as it is not more likely than not that the losses in those specific jurisdictions will be realized. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: 2023 2022 Gross unrecognized tax benefit, beginning of period $ 702 $ 1,080 Additions based on tax positions related to the current year 555 — Additions based on tax positions related to the prior years — — Reductions due to lapse in statute of limitations and settlements — (378) Gross unrecognized tax benefit, end of period $ 1,257 $ 702 The Company recognizes only those tax positions that meet the more-likely-than-not recognition threshold and establishes tax reserves for uncertain tax positions that do not meet this threshold. To the extent these unrecognized tax benefits are ultimately recognized, approximately $1.3 million will impact the Company’s effective tax rate in future periods. Tax positions will potentially decrease by $0.2 million within the next twelve months. Interest and penalties associated with income tax matters are included in the provision for income taxes. As of December 31, 2023, the Company had uncertain tax positions of approximately $1.3 million, inclusive of $0.1 million of interest and penalties. The Company files U.S., state, and foreign income tax returns in jurisdictions with various statutes of limitations. Below is a summary of the filing jurisdictions and open tax years: Open Years U.S. Federal 2020-2022 U.S State and local 2019-2022 Non-U.S. 2017-2022 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION On April 30, 2015, the Company adopted the 2015 Plan, with the objective of attracting and retaining highly competent personnel through opportunities to acquire the Company’s common stock. There are currently 17.7 million shares available for issuance under the 2015 Plan. The 2015 Plan expires in 2025 and the Company intends to seek stockholder approval of a new plan during the 2025 annual meeting of stockholders. For more information on the number of shares issued, refer to Note 15. Stockholders' Equity. The 2006 Plan, which was adopted on January 18, 2007 and expired in 2017, similarly had the objective of attracting and retaining highly competent employees, directors, and independent consultants through opportunities to acquire the Company’s common stock. No further awards can be granted under the 2006 Plan. As of December 31, 2023, there were no unvested awards under the 2006 plan and certain vested but unexercised awards remained outstanding. For the years ended December 31, 2023, 2022 and 2021, the Company recognized stock-based compensation expense of approximately $21.2 million, $20.7 million and $36.5 million, respectively, which is included in selling, general and administrative expenses. Stock Options The Company used straight-line amortization of compensation expense over the two The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock option awards and warrant issuances and recognize forfeitures as they occur. A summary of the status of the Company’s outstanding stock options as of December 31, 2023 and changes during the period are as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value (000’s) (1) Weighted Options At December 31, 2022 6,798 $ 3.22 $ 213,914 5.43 Exercised (1,818) $ 1.69 $ 81,380 Forfeited and cancelled (62) 1.65 At December 31, 2023 4,918 $ 3.81 $ 249,541 4.45 Exercisable at December 31, 2023 4,620 $ 3.13 $ 237,432 4.29 (1) The intrinsic value represents the amount by which the fair value of the Company's common stock exceeds the option exercise price as of December 31, 2023. The total intrinsic value of the stock options exercised was $102.3 million and $84.4 million in the years ended December 31, 2022 and 2021, respectively. The total number of stock options exercised was 3.8 million and 4.4 million in the years ended December 31, 2022 and 2021, respectively. There were no stock options granted during the years ended December 31, 2023 or 2022. The number of stock options granted during the year ended December 31, 2021 was 0.9 million with a weighted average fair value on grant date of $10.11. As of December 31, 2023, unrecognized non-cash compensation expense related to stock options was immaterial. 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 Company determines the fair value of restricted stock-based awards based on the market price of the common stock on the date of grant. The holders of unvested units do not have the same rights as stockholders including but not limited to any dividends which may be declared by the Company, and do not have the right to vote. 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 year ended December 31, 2023 is presented in the following table: Shares Weighted Unvested at beginning of period 1,617 $ 20.24 Granted 468 36.41 Vested (670) 19.65 Forfeited and cancelled (197) 24.35 Unvested at end of period 1,218 $ 26.13 The number of restricted stock units granted during the years ended December 31, 2022 and 2021 was approximately 0.7 million and 1.7 million, respectively. The weighted average grant date fair value of restricted stock units during the years ended December 31, 2022 and 2021 was $24.71 and $18.13, respectively. The total fair value of shares vested during the years ended December 31, 2023, 2022, and 2021 was approximately $24.9 million, $11.6 million and $1.4 million, respectively. Unrecognized compensation expense related to outstanding restricted stock units to employees and directors as of December 31, 2023 was approximately $17.8 million and is expected to be expensed over the next 1.9 years. Performance-based Stock Awards In Q3 2022, the Human Resources and Compensation Committee of the Board approved the issuance of approximately 228.0 thousand shares of PSUs to certain employees which represented restricted stock units with performance-based vesting. The aggregate grant date fair value of $7.5 million included an immediate vesting of 20% of the shares as well as specific performance-based metrics to be met in year one and year two of the issuance. The performance criteria for the awards were met during the first year. The Company believes the future attainment of the performance-based metrics to be probable of being achieved. Accordingly, the Company will recognize expense for each tranche of the awards separately in line with ASC 718. A summary of the Company’s PSU activity for the year ended December 31, 2023 is presented in the following table: Shares Weighted Unvested at beginning of period 228 $ 30.49 Granted — — Vested (92) 32.76 Forfeited and cancelled (13) 24.87 Unvested at end of period 123 $ 29.43 Unrecognized compensation expense related to outstanding PSUs issued to employees and non-employee consultants as of December 31, 2023, was approximately $0.9 million and is expected to be expensed over the next 0.6 years. The number of performance-based stock units granted during the years ended December 31, 2022 and 2021 was approximately 228 thousand and 45 thousand, respectively. The weighted average grant date fair value of restricted stock units during the years ended December 31, 2022 and 2021 was $32.76 and $21.55, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal SEC Inquiry On January 8, 2021, the Company received a letter from the SEC Division of Enforcement seeking the production of documents in connection with a non-public fact-finding inquiry by the SEC to determine whether violations of the federal securities laws have occurred. Subsequent to January 8, 2021, the Company received subpoenas for production of documents in connection with the matter. The investigation and requests from the SEC do not represent that the SEC has concluded that the Company or anyone else has violated the federal securities laws. The Company has cooperated and will continue to cooperate with the SEC staff in its investigation and requests. At this time, however, the Company cannot predict the length, scope, or results of the investigation or the impact, if any, of the investigation on the Company's results of operations. Securities Class Action On March 16, 2022, a putative securities class action lawsuit was commenced against the Company and certain officers in the U.S. District Court for the Southern District of Florida. On July 8, 2022, the lead plaintiffs filed an amended complaint alleging violations of the Securities Exchange Act of 1934 (the "Exchange Act"). The allegations pertain to purported false and misleading statements or omissions made between August 12, 2021, and March 1, 2022, which allegedly artificially inflated the Company’s stock prices. In response, the Company and the individual defendants filed a motion to dismiss on August 5, 2022, which was partially granted by the Court on March 22, 2023. On July 17, 2023, the parties notified the court that an agreement in principle had been reached to settle the action on a class-wide basis. The agreement in principle provided for a single cash payment of $7.9 million in exchange for the dismissal with prejudice of all claims asserted against the defendants. The $7.9 million was paid on September 7, 2023, and is included in selling, general and administrative expenses for the year ended December 31, 2023. During the final settlement hearing on January 31, 2024, the court approved the settlement and the case is now closed. Derivative Actions On January 11, 2023, certain of the Company's directors and present and former officers were named as defendants in a derivative action complaint filed in the U.S. District Court for the District of Nevada, (the "Lampert Derivative Action"). The Company was named as a nominal defendant. This class action asserts claims for (i) breach of fiduciary duty, (ii) unjust enrichment, and (iii) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. Subsequently, substantially similar derivative action complaints were filed, first on May 19, 2023, certain of the Company's directors and present and former officers were named as defendants in a derivative action filed in the U.S. District Court for the Southern District of Florida, (the "Hammond Derivative Action"). The Company was named a nominal defendant. This class action asserts claims for (i) breach of fiduciary duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets, and (v) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. Second on July 10, 2023, certain of the Company’s directors and present and former officers were named as defendants in a derivative action filed in the District Court for the Eighth Judicial District in Clark County, Nevada, (the “Ingrao Derivative Action”). The Company was named as a nominal defendant. The Ingrao Derivative Action asserts claims for (i) breach of fiduciary duty, and (ii) unjust enrichment. Third on July 12, 2023, certain of the Company’s directors and present and former officers were named as defendants in a derivative action filed in the U.S. District Court for the Southern District of Florida (the “Hepworth Derivative Acton”). This class action asserts claims for (i) breach of fiduciary duty, (ii) aiding and abetting breach of fiduciary duty, (iii) unjust enrichment, (iv) waste of corporate assets, and (v) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. The Ingrao Derivative Action remains stayed, following the Court’s entry of an Order, on September 11, 2023, approving the parties’ joint stipulation regarding stay of litigation. The Lampert Derivative Action remains stayed, following the Court's entry of an Order, on April 14, 2023, approving the parties' joint stipulation regarding stay of litigation. The stays in both cases will expire and the parties will update the court in both cases by March 4, 2024. The court overseeing the Hammond Derivative Action and Hepworth Derivative Action lifted its stay and the parties filed a litigation schedule on February 22, 2024. The derivative actions allege facts that are substantially the same as those alleged in the securities class action. Strong Arm Productions On May 4, 2021, Plaintiffs Strong Arm Productions USA, Inc., Tramar Dillard p/k/a Flo Rida, and D3M Licensing Group, LLC filed a lawsuit against the Company in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. Plaintiffs asserted that the Company breached two endorsement and licensing agreements that were entered into between Plaintiffs and the Company in 2014 and 2016. Plaintiffs alleged the Company had reached certain revenue and sales benchmarks set forth in the 2014 agreement that entitled them to receive 750 thousand shares of the Company’s stock. In addition, Plaintiffs claimed they were entitled to receive unspecified royalties under the 2016 agreement. A jury trial commenced on this matter on January 10, 2023. On January 18, 2023, the jury rendered a verdict against the Company for $82.6 million in compensatory damages. On April 27, 2023, the court denied the Company's post-trial motions which sought (i) dismissal of the case notwithstanding the verdict based on the plain language of the contracts at issue; (ii) in the alternative, granting a new trial; or (iii) in the alternative, reducing the award of damages to $2.1 million, which reflects the Company’s stock price on the date that the jury found the relevant revenue and sales benchmarks at issue were met. The judgment will accrue post-judgement interest at 5.52% per year as of February 13, 2023. The Company believes that the jury verdict is not supported by the facts of the case or applicable law, is the result of significant trial error, and there are strong grounds for appeal. The Company filed a notice of appeal to the Fourth District Court of Appeal for the State of Florida on February 21, 2023, which is currently proceeding. The Company intends to vigorously challenge the judgment and filed its initial brief on October 6, 2023. The Company believes that the likelihood that the full amount of the judgment will be affirmed is not probable. The Company currently estimates a range of possible outcomes between $2.1 million and $82.6 million plus interest, and has accrued a liability as of December 31, 2023, which is reflected in accrued expenses, in the consolidated balance sheets, at the low end of that range. The ultimate amount of the original judgement that the Company may be required to pay could be materially different than amount the Company has accrued. The Company cannot predict or estimate the duration or ultimate outcome of this matter. In addition to the foregoing, from time to time, the Company may become party to litigation or other legal proceedings in the ordinary course of business. Commitments The Company has entered into distribution agreements that provide for the payment of liquidated damages in the event that the Company cancels the distribution agreements without cause. Cause has been defined in various ways. If management makes the decision to terminate an agreement without cause, an estimate of expected damages is accrued, and an expense is recorded within selling, general and administrative expenses during the period in which termination was initiated. As of December 31, 2023 and December 31, 2022, the Company had purchase commitments to third parties of $55.3 million and $30.7 million. These purchase obligations are primarily related to third-party suppliers and have arisen through the normal course of business. The purchase commitments may have various terms, and none are individually significant. The Company had long term contractual obligations totaling to approximately $34.4 million at December 31, 2023, which related primarily to sponsorships and other marketing activities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date the consolidated financial statements are issued. Except for the matters discussed in Note 19. Commitments and Contingencies , there were no other subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income (loss) | $ 226,801 | $ (187,282) | $ 3,937 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation — The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the "SEC"). The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in accordance with U.S. GAAP. |
Reclassifications | Certain prior period amounts have been reclassified to conform with the current period's presentation in the consolidated financial statements and notes thereto. Accounts payable, Accrued expenses, and Income taxes payable were reallocated from within Accounts payable and accrued expenses and are now reflected as standalone financial statement line items in the consolidated balance sheets and consolidated statements of cash flows, respectively. The Company is also now presenting Selling and marketing expenses and General and administrative expenses together as one combined financial statement line item titled Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). |
Significant Estimates | Significant Estimates — The preparation of consolidated financial statements and accompanying disclosures in conformity with U.S. GAAP 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. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Significant estimates include the allowance for current expected credit losses, allowance for inventory obsolescence and sales returns, the useful lives of property and equipment, impairment of goodwill and intangibles, deferred taxes and related valuation allowance, promotional allowance, and valuation of stock-based compensation. |
Segment Reporting | Segment Reporting — Operating segments are defined as components of an enterprise that engage in business activities, maintain discrete financial information, and undergo regular review by the chief operating decision maker (the “CODM”) who in this case, is the Chief Executive Officer. This review is performed to assess performance and allocate resources. Despite the Company's presence in several geographical regions, it operates as a single entity. The Company's operations and strategies are centrally designed and executed due to the substantial similarities among the geographical components. The CODM evaluates operating results and allocates resources primarily on a consolidated basis due to the significant economic interdependencies between the Company's geographical operations. As a result, the Company is managed as a single operating segment and has a single reportable segment. |
Concentrations of Risk | Concentrations of Risk — Substantially all of the Company’s revenue is derived from the sale of Celsius ® functional energy drinks and liquid supplements. Revenue from customers accounting for more than 10% of total revenue for the years ended December 31, 2023, 2022 and 2021 were as follows: 2023 2022 2021 Pepsi 59.4 % 22.2 % — Costco 12.0 % 16.7 % 12.7 % Amazon 7.6 % 8.8 % 10.1 % All others 21.0 % 52.3 % 77.2 % Total 100.0 % 100.0 % 100.0 % Accounts receivable from customers accounting for more than 10% of total accounts receivable at December 31, 2023 and 2022 were as follows: 2023 2022 Pepsi 69.0 % 47.6 % Amazon 5.9 % 11.8 % All others 25.1 % 40.6 % Total 100.0 % 100.0 % Financial instruments that potentially subject the Company to concentrations of credit risk primarily include cash and cash equivalents, accounts receivable and a note receivable. The Company ensures cash and cash equivalents are held with reputable financial institutions to mitigate this risk. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation ("FDIC") limit. At December 31, 2023 and 2022, the Company had approximately $755.5 million and $652.4 million, respectively, in excess of the FDIC limit. |
Cash Equivalents | Cash Equivalents — The Company considers all highly liquid instruments with original maturities of three months or less, when purchased, to be cash equivalents. As of December 31, 2023 and 2022, the Company did not hold any instruments with original maturities exceeding three months. |
Restricted Cash | Restricted Cash — During 2022, the Company received upfront payments from Pepsi which were contractually restricted to satisfy termination payments due to former distributors. Any unused payments were repaid to Pepsi during the year ended December 31, 2023. These upfront payments received from Pepsi could not be used for the Company's general operating activities and were therefore classified as restricted cash based on the terms of the Transition Agreement. See Note 4. Revenue for more information. At December 31, 2023, the Company did not have any restricted cash. At December 31, 2022, the Company had $38.8 million of restricted cash. |
Accounts Receivable and Current Expected Losses | Accounts Receivable and Current Expected Credit Losses — The Company is exposed to potential credit risks associated with its product sales and related accounts receivable, as it generally does not require collateral from its customers. The Company’s expected loss allowance methodology for accounts receivable is determined using historical collection experience, current and future economic and market conditions, a review of the current status of customers’ trade accounts receivables, and where available, a review of the financial condition and credit ratings of larger customers, including credit reports. Customers are pooled based on having specific risk factors in common, and the Company reassesses these customer pools on a periodic basis. The receivables allowance is based on aging of the accounts receivable balances and estimated credit loss percentages. The Company uses the probability of default and forward-looking information to assess credit risk and estimate expected credit losses for its note receivable related to Qifeng Food Technology (Beijing) Co. Ltd ("Qifeng"). See Note 7. Note Receivable for more information on Qifeng and the note receivable. Allowances can be affected by changes in the industry, customer credit issues or customer bankruptcies when such events are reasonable and supportable. Historical information is used in addition to reasonable and supportable forecast periods, where applicable. |
Inventories | Inventories — Inventories are valued at the lower of cost or net realizable value, with costs approximating those determined under the first-in, first-out method. As of December 31, 2023 and December 31, 2022, the inventory allowance for excess and obsolete products was approximately $4.2 million and $8.4 million, respectively. Changes in the allowance are included in cost of revenue. |
Property and Equipment | 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 |
Long-Lived Assets | Long-Lived Assets — In accordance with ASC Topic 360, Property, Plant, and Equipment the Company reviews the carrying value of long-lived assets, which includes property and equipment-net, right-of-use assets, and definite-lived intangibles-net, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized for a long-lived asset if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset over its remaining useful life and final disposition. The Company did not record any impairment charges related to long-lived assets for the year ended December 31, 2023. |
Long-lived Asset Geographic Data | Long-Lived Asset Geographic Data The following table sets forth long-lived asset information, which includes property and equipment-net, right-of-use assets, and definite-lived intangibles-net and excludes goodwill and indefinite-lived intangibles, where individual countries represent a significant portion of the total: December 31, December 31, North America $ 24,316 $ 9,750 Finland 12,153 12,171 Sweden 2,212 1,251 Other 29 1 Long-lived assets related to foreign operations 14,394 13,423 Total long-lived assets-net $ 38,710 $ 23,173 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets — Indefinite-lived intangible assets and goodwill are not amortized but instead, are measured for impairment at least annually, on October 1 st , or when events indicate that an impairment exists. In the qualitative assessment, the Company determines whether, given various qualitative factors, it is more likely than not that an impairment exists. Factors considered include macroeconomic conditions, industry conditions, cost factors regarding raw materials and operations, legal and regulatory environments, historical financial performance and significant changes in the brand. If the qualitative assessment indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed. In the quantitative assessment for goodwill, the Company calculates the fair value of the respective reporting unit. The estimated fair values of indefinite lived intangible assets and goodwill are determined using discounted cash flows, which requires an analysis of various estimates including future cash flows, annual sales growth rates, and discount rates, based on market data available at the time. Changes in the factors used in the fair value estimates could have a significant impact on the fair values of the reporting unit and indefinite-lived intangible assets. At December 31, 2023 and December 31, 2022, there were no indicators of goodwill impairment. See Note 10 . Goodwill and Intangibles for more information. The addition of the Pepsi distribution network in 2022 shifted the Company’s primary focus to the U.S. market, and as a result it was determined that impairment indicators for the Func Foods Brands indefinite intangible asset were present. The Company does not anticipate focusing on the expansion of Func Food branded products and the Company plans to focus on Celsius branded products. As a result of the strategic shift, which the Company considered a triggering event, the Company quantitatively tested the Func Foods brand name for impairment utilizing the relief from royalty method to determine its fair value. As a result of the quantitative assessment, the Company recorded an impairment charge of $2.4 million for the year ended December 31, 2022 which is presented within selling, general and administrative expenses. At December 31, 2023, there were no further indicators of intangible asset impairment. |
Revenue Recognition | Revenue Recognition — The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers ("ASC 606"). Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred based on the commercial terms of the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. For agreements with terms one year or less, the practical expedient under ASC 340-40-25-4 is applied to expense contract acquisition costs when incurred if the amortization period of the contract asset would have otherwise been recognized in one year or less. See Note 4. Revenue for more information. |
Deferred Revenue | Deferred Revenue — The Company receives payments from certain distributors in new territories as reimbursement for contract termination costs paid to the prior distributors in those territories. Amounts received pursuant to these new or amended distribution agreements entered into with certain distributors relating to the costs associated with terminating the Company’s prior distributors, are accounted for as deferred revenue and recognized ratably over the anticipated life of the respective new or amended distribution agreements. |
Distributor Termination Fees | Distributor Termination Fees — For the year ended December 31, 2023, termination fees related to termination charges associated with certain prior distributors were immaterial. However, the Company incurred approximately $193.8 million in such expenses for the year ended December 31, 2022. These costs were included in selling, general and administrative expenses upon termination of the distributor agreements. |
Customer Advances | Customer Advances — From time to time the Company may require deposits from customers in advance of delivery of products and/or production runs. Such amounts are initially recorded as customer advances liability within deferred revenue. The Company recognizes such revenue as it is earned in accordance with revenue recognition policies. The Company had no customer advances as of December 31, 2023 or December 31, 2022. |
Advertising Costs | Advertising Costs — Advertising costs are expensed as incurred and charged to selling, general and administrative expenses. The Company mainly uses targeted marketing initiatives, such as sporting events, print, radio, and television advertising, alongside direct sponsorships and endorsements. The Company incurred advertising expenses of approximately $160.0 million, $85.1 million and $36.7 million, for the years ended December 31, 2023, 2022, and 2021, respectively. |
Research and Development | Research and Development — Research and development costs are charged to selling, general and administrative expenses as incurred and consist primarily of consulting fees, raw material usage and test production of beverages. The Company incurred expenses of approximately $1.7 million, $0.4 million and $1.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Foreign Currency Gain/Loss | Foreign Currency Gain/Loss — Foreign subsidiaries’ functional currency is the local currency of operations. The net assets of foreign operations are translated into U.S. dollars using current exchange rates. The foreign subsidiaries perform remeasurements of their assets and liabilities denominated in non-functional currencies on a periodic basis and the gain or loss from these adjustments related to the fluctuations in foreign exchange rates versus the U.S. dollar are included in the consolidated statements of operations and comprehensive income (loss) as foreign exchange gain (loss). For the years ended December 31, 2023, 2022 and 2021, the Company recognized net foreign exchange losses of approximately $1.2 million, $0.4 million, and $0.3 million, respectively. Translation gains and losses that arise from the translation of net assets from functional currency to the reporting currency, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in other comprehensive income (loss) as foreign currency translation gain (loss), net of income tax. The Company experienced a foreign currency translation net gain of approximately $1.2 million for the year ended December 31, 2023 and a net loss of $2.5 million for the year ended December 31, 2022. For the year ended December 31, 2021, there was a net gain of approximately $0.8 million. The Company’s operations in different countries requires that it transacts in the following currencies: China - Yuan, Hong Kong - Hong Kong Dollar, Norway - Krone, Sweden - Krona, Finland - Euro, United Kingdom - Pound Sterling, and Canada - Canadian Dollar |
Fair Value of Financial Instruments | Fair Value of Financial Instruments — The carrying value of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, note receivable and accrued expenses approximate fair value due to their relative short-term maturity and market interest rates. |
Income Taxes | Income Taxes — The Company accounts for income taxes pursuant to the provisions of ASC Topic 740-10, Accounting for Income Taxes. This approach requires, among other things, an asset and liability approach to calculating deferred income taxes, and recognizing deferred tax assets and liabilities for expected future tax consequences stemming from temporary differences between asset and liability carrying amounts and their tax bases. A valuation allowance is established 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's 2020 through 2022 U.S. federal income tax returns are subject to examination by the IRS. The Company's state income tax returns are subject to examination for the 2019 through 2022 tax years. |
Earnings per Share | Earnings per Share — The Company computes earnings per share ("EPS") in accordance with ASC Topic 260 Earnings per Share ("ASC 260"), which requires that basic earnings per common share are computed by dividing income or loss available to common stockholders by the weighted average number of shares of basic common stock outstanding. It also requires that companies with different classes of stock (common stock and participating preferred stock) to calculate EPS using the two-class method. The two-class method is an allocation of earnings (distributed and undistributed) between the holders of common stock and a company’s participating preferred stockholders. Under the two-class method, earnings for the reporting period are allocated between common stockholders and other security holders based on their respective participation rights in undistributed earnings. See Note 3 . Earnings per Share for more information. The Company also computes diluted EPS, which accounts for the potential impact of dilutive securities on EPS. Dilutive EPS includes the effect of all potential dilutive common shares that were outstanding during the period. Such dilutive securities include RSUs, options, and convertible preferred shares. For the computation of diluted EPS, the numerator remains unchanged from basic EPS, but the denominator is adjusted to also include the weighted average of any additional shares that would have been outstanding if dilutive potential common shares had been issued. |
Stock-Based Compensation | Stock-Based Compensation — 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. See Note 18. Stock-Based Compensation for more information. |
Cost of Revenue | Cost of Revenue — Cost of Revenue consists of the costs of raw materials, which includes concentrates and or liquid bases, co-packing fees, repacking fees, freight charges, as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacturing 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 revenue. Raw materials include cans, other containers, flavors, ingredients and packaging materials. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses — Selling, general and administrative expenses include various operating expenses such as warehousing costs after manufacturing, expenses for advertising, samplings and in-store demonstrations, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses. Selling, general and administrative expenses also include costs such as payroll costs, travel costs, professional service fees (including legal fees), depreciation and other selling, general and administrative costs. |
Shipping and Handling Costs | Shipping and Handling Costs — Shipping and handling costs for freight charges on goods shipped are included in cost of revenue. Freight expense on goods shipped for the years ended December 31, 2023, 2022 and 2021 were approximately $58.7 million, $26.8 million and $26.9 million, respectively. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. Effective January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("CECL"), using a modified retrospective approach. ASU 2016-13 replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables. The guidance requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due. Upon adoption of the ASU on January 1, 2023, the cumulative effect was recorded directly to accumulated deficit. The amount recorded was not material to our financial position or results of operations. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the "FASB") introduced ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which enhances Segment Reporting (Topic 280) disclosures. This update mandates detailed disclosures on key segment expenses and other items, including segment profit or loss measures. It also requires that companies with a single reportable segment provide comprehensive Topic 280 disclosures. The effective date is for fiscal years beginning after December 15, 2023, and interim periods in fiscal years after December 15, 2024, with retrospective application to all periods presented. The Company is currently evaluating the impact of ASU 2023-07 on its financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures , introducing changes to income tax disclosures, primarily relating to effective tax rates and cash paid for taxes. This ASU requires companies to provide an annual rate reconciliation in both dollar figures and percentages, and changes the way annual income taxes paid are disclosed by all entities, necessitating a breakdown by federal, state, and foreign jurisdictions. The standard is effective for public business entities for fiscal years beginning after December 15, 2024. Prospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its financial statements and related disclosures. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of revenue & accounts receivable with customers | Revenue from customers accounting for more than 10% of total revenue for the years ended December 31, 2023, 2022 and 2021 were as follows: 2023 2022 2021 Pepsi 59.4 % 22.2 % — Costco 12.0 % 16.7 % 12.7 % Amazon 7.6 % 8.8 % 10.1 % All others 21.0 % 52.3 % 77.2 % Total 100.0 % 100.0 % 100.0 % Accounts receivable from customers accounting for more than 10% of total accounts receivable at December 31, 2023 and 2022 were as follows: 2023 2022 Pepsi 69.0 % 47.6 % Amazon 5.9 % 11.8 % All others 25.1 % 40.6 % Total 100.0 % 100.0 % |
Schedule of accounts receivable allowance for credit loss | Allowance for Expected Credit Losses Balance as of December 31, 2022 $ 2,147 Adoption of accounting standard (82) Current period change for expected credit losses 1,072 Balance as of December 31, 2023 $ 3,137 |
Schedule of long-lived asset geographic data | The following table sets forth long-lived asset information, which includes property and equipment-net, right-of-use assets, and definite-lived intangibles-net and excludes goodwill and indefinite-lived intangibles, where individual countries represent a significant portion of the total: December 31, December 31, North America $ 24,316 $ 9,750 Finland 12,153 12,171 Sweden 2,212 1,251 Other 29 1 Long-lived assets related to foreign operations 14,394 13,423 Total long-lived assets-net $ 38,710 $ 23,173 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | Under the two-class method, net income is reallocated to common stock, the Series A Preferred Stock, and all dilutive securities based on the contractual participating rights of the respective securities to share in the current earnings as if all of the earnings for the period had been distributed. For the years ended December 31, 2023 2022 2021 Numerator: Net income (loss) $ 226,801 $ (187,282) $ 3,937 Convertible preferred stock dividends (27,462) (11,526) — Allocation of earnings to participating securities (17,348) — — Net income (loss) attributable to common stockholders $ 181,991 $ (198,808) $ 3,937 Effect of dilutive securities: Allocation of earnings to participating securities $ 17,348 $ — $ — Reallocation of earnings to participating securities (16,934) — — Numerator for Diluted EPS - Income (loss) available to common stockholders after assumed conversions $ 182,405 $ (198,808) $ 3,937 Denominator: Weighted average basic common shares outstanding 230,784 226,947 221,343 Dilutive effect of common shares 6,180 — 11,724 Weighted average diluted common shares outstanding 236,964 226,947 233,067 Earnings per share: Basic $ 0.79 $ (0.88) $ 0.02 Diluted $ 0.77 $ (0.88) $ 0.02 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Revenue [Abstract] | |
Schedule of net sales by reporting segment | Information about the Company’s revenues by geographical location for the years ended December 31, 2023, 2022 and 2021 was as follows: For the years ended December 31, December 31, December 31, North America $ 1,263,341 $ 617,457 $ 273,005 Europe 43,722 31,054 38,097 Asia-Pacific 4,755 3,647 2,538 Other 6,196 1,446 632 Net sales $ 1,318,014 $ 653,604 $ 314,272 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories-net consists of the following: December 31, December 31, Finished goods $ 184,434 $ 119,229 Raw materials 49,022 62,491 Less: Inventory reserve (4,181) (8,431) Inventories-net $ 229,275 $ 173,289 |
NOTE RECEIVABLE (Tables)
NOTE RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Note Receivable [Abstract] | |
Schedule of note receivable | Note receivable-net consists of the following: December 31, December 31, Note receivable-current $ 3,471 $ 2,979 Current period change for expected credit losses (1) (1,153) — Note receivable-non-current — 3,574 Total $ 2,318 $ 6,553 (1) Upon adoption of CECL on January 1, 2023, the Company recorded a reserve for estimated expected credit losses associated with the note receivable. |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule Of Maturities Of Operating And Finance Leases Liabilities | The future annual minimum lease payments required under the Company’s leases as of December 31, 2023 were as follows: Future minimum lease payments Operating Finance Total 2024 $ 1,075 $ 67 $ 1,142 2025 422 84 506 2026 344 118 462 2027 148 — 148 2028 140 — 140 Total future minimum lease payments 2,129 269 2,398 Less: Amount representing interest (194) (17) (211) Present value of lease liabilities 1,935 252 2,187 Less: current portion (980) (59) (1,039) Long-term portion $ 955 $ 193 $ 1,148 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment-net consisted of the following: Estimated Useful December 31, December 31, Merchandising equipment - coolers 3 - 7 $ 21,908 $ 9,885 Office equipment 3 - 7 1,467 1,124 Vehicles 5 6,143 1,257 Less: accumulated depreciation (4,650) (2,081) Total $ 24,868 $ 10,185 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of accumulated amortization of intangible assets | The carrying amount and accumulated amortization of intangible assets as of December 31, 2023 and December 31, 2022, were as follows: December 31, December 31, Definite-lived intangible assets Customer relationships $ 13,902 $ 13,418 Less: accumulated amortization (2,233) (1,677) Effect of exchange rate changes 9 67 Definite-lived intangible assets, net $ 11,678 $ 11,808 Indefinite-lived intangible assets Brands $ 446 $ 2,984 Less: impairment — (2,576) Effect of exchange rate changes 15 38 Indefinite-lived intangible assets, net $ 461 $ 446 Intangibles-net $ 12,139 $ 12,254 |
Schedule of future estimated amortization expense | The following was the future estimated amortization expense related to customer relationships as of December 31, 2023: Years ending December 31, 2024 $ 556 2025 556 2026 556 2027 556 2028 556 Thereafter 8,898 Total $ 11,678 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Accrued expenses consisted of the following: December 31, 2023 December 31, 2022 Due to Pepsi (1) $ — $ 34,807 Accrued freight 2,267 8,532 Accrued marketing 18,252 2,238 Accrued legal 7,633 10,463 Unbilled purchases 11,851 8,672 Other accrued expenses 22,117 5,187 Total $ 62,120 $ 69,899 (1) See Note 13. Related Party Transactions for more information related to Pepsi amounts fully refunded in 2023. |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: December 31, 2023 December 31, 2022 VAT / GST payable $ 823 $ 198 State Beverage Container Deposit 10,067 3,388 Total $ 10,890 $ 3,586 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of domestic and foreign components | The domestic and foreign components of the Company's income (loss) before provision for income taxes are as follows: 2023 2022 2021 Domestic $ 291,203 $ (151,551) $ (4,176) Foreign 546 (1,113) 117 Net income (loss) before income taxes $ 291,749 $ (152,664) $ (4,059) |
Schedule of provision for income taxes | The provision for income tax expense (benefit) consists of the following: Current: 2023 2022 2021 Domestic $ 79,840 $ 10,498 $ — State and local 27,596 2,601 1,523 Foreign 192 — (38) Current federal, state and local, tax expense $ 107,628 $ 13,099 $ 1,485 Deferred: 2023 2022 2021 Domestic $ (34,535) $ 18,558 $ (7,142) State and local (8,261) 4,034 (1,878) Foreign 116 (1,073) (461) Deferred federal, state and local, tax expense $ (42,680) $ 21,519 $ (9,481) Income tax expense (benefit) $ 64,948 $ 34,618 $ (7,996) |
Schedule of effective rate on income before provision (benefit) for income taxes | The reconciliation of the U.S. federal statutory rate to the effective rate on net income (loss) before taxes is as follows: 2023 2022 2021 U.S. Statutory federal rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 4.7 % (3.9) % (12.5) % Tax effect of Pepsi valuation premium — % (38.9) % — % Stock based compensation (3.4) % (0.9) % 50.5 % Change in valuation allowance (0.3) % 0.4 % 219.8 % Change in deferred balances 0.3 % — % (80.6) % Other (0.1) % (0.4) % (0.9) % Effective tax rate 22.2 % (22.7) % 197.3 % |
Schedule of deferred tax assets | Deferred tax assets and liabilities consisted of the following: December 31, December 31, Net operating loss carryforwards $ 3,441 $ 4,774 Charitable contributions — 17 Deferred revenue 45,907 — Fixed assets (3,338) (1,158) Pepsi valuation premium (68,250) (70,637) Right of use liability 157 154 Right of use asset (275) (146) Distributor termination fees 40,429 46,859 Stock-based compensation 4,892 5,236 Inventory allowance 9,221 5,423 Intangibles (2,495) (2,516) Total deferred tax assets (liabilities) 29,689 (11,994) Valuation allowance (2,496) (3,424) Net deferred tax assets (liabilities) $ 27,193 $ (15,418) |
Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: 2023 2022 Gross unrecognized tax benefit, beginning of period $ 702 $ 1,080 Additions based on tax positions related to the current year 555 — Additions based on tax positions related to the prior years — — Reductions due to lapse in statute of limitations and settlements — (378) Gross unrecognized tax benefit, end of period $ 1,257 $ 702 |
Summary of the filing jurisdictions and open tax years | The Company files U.S., state, and foreign income tax returns in jurisdictions with various statutes of limitations. Below is a summary of the filing jurisdictions and open tax years: Open Years U.S. Federal 2020-2022 U.S State and local 2019-2022 Non-U.S. 2017-2022 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of outstanding stock options | A summary of the status of the Company’s outstanding stock options as of December 31, 2023 and changes during the period are as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value (000’s) (1) Weighted Options At December 31, 2022 6,798 $ 3.22 $ 213,914 5.43 Exercised (1,818) $ 1.69 $ 81,380 Forfeited and cancelled (62) 1.65 At December 31, 2023 4,918 $ 3.81 $ 249,541 4.45 Exercisable at December 31, 2023 4,620 $ 3.13 $ 237,432 4.29 (1) The intrinsic value represents the amount by which the fair value of the Company's common stock exceeds the option exercise price as of December 31, 2023. |
Schedule of restricted stock unit activity | A summary of the Company’s restricted stock unit activity for the year ended December 31, 2023 is presented in the following table: Shares Weighted Unvested at beginning of period 1,617 $ 20.24 Granted 468 36.41 Vested (670) 19.65 Forfeited and cancelled (197) 24.35 Unvested at end of period 1,218 $ 26.13 |
Schedule of stock-based awards issued to non-employee consultants | A summary of the Company’s PSU activity for the year ended December 31, 2023 is presented in the following table: Shares Weighted Unvested at beginning of period 228 $ 30.49 Granted — — Vested (92) 32.76 Forfeited and cancelled (13) 24.87 Unvested at end of period 123 $ 29.43 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) - Transition Agreement - Convertible Preferred Stock - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |
Aug. 01, 2022 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Stock issued during period (in shares) | 1.5 | 1.5 |
Proceeds from issuance of stock | $ 550 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Nov. 15, 2023 | Dec. 31, 2023 USD ($) segment $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Property, Plant and Equipment [Line Items] | ||||
Stock split conversion ratio | 3 | |||
Number of operating segments | segment | 1 | |||
Number of reporting segments | segment | 1 | |||
Net income (loss) | $ 226,801 | $ (187,282) | $ 3,937 | |
Diluted (in USD per share) | $ / shares | $ 0.77 | $ (0.88) | $ 0.02 | |
Basic (in USD per share) | $ / shares | $ 0.79 | $ (0.88) | $ 0.02 | |
Cash, uninsured amount | $ 755,500 | $ 652,400 | ||
Restricted cash | 0 | 38,768 | ||
Inventory allowance for excess and obsolete products | $ 4,181 | 8,431 | ||
Impairment charge | 2,400 | |||
Revenue recognition period | 20 years | |||
Advertising expense | $ 160,000 | 85,100 | $ 36,700 | |
Research and development expense | 1,700 | 400 | 1,000 | |
Exchange losses | (1,200) | (400) | (300) | |
Foreign currency transaction gain | 1,200 | 800 | ||
Foreign currency translation loss | (2,500) | |||
Freight expense | $ 58,700 | $ 26,800 | $ 26,900 | |
Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant, equipment useful life | 3 years | |||
Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant, equipment useful life | 7 years |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Customer Concentration (Details) - Customer Concentration Risk Total | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Benchmark | |||
Product Information [Line Items] | |||
Total | 100% | 100% | 100% |
Revenue Benchmark | Pepsi | |||
Product Information [Line Items] | |||
Total | 59.40% | 22.20% | 0% |
Revenue Benchmark | Costco | |||
Product Information [Line Items] | |||
Total | 12% | 16.70% | 12.70% |
Revenue Benchmark | Amazon | |||
Product Information [Line Items] | |||
Total | 7.60% | 8.80% | 10.10% |
Revenue Benchmark | All others | |||
Product Information [Line Items] | |||
Total | 21% | 52.30% | 77.20% |
Accounts Receivable | |||
Product Information [Line Items] | |||
Total | 100% | 100% | |
Accounts Receivable | Pepsi | |||
Product Information [Line Items] | |||
Total | 69% | 47.60% | |
Accounts Receivable | Amazon | |||
Product Information [Line Items] | |||
Total | 5.90% | 11.80% | |
Accounts Receivable | All others | |||
Product Information [Line Items] | |||
Total | 25.10% | 40.60% |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for Expected Credit Losses (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance as of December 31, 2022 | $ 2,147 |
Current period change for expected credit losses | 1,072 |
Balance as of December 31, 2023 | 3,137 |
Cumulative Effect, Period of Adoption, Adjustment | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance as of December 31, 2022 | $ (82) |
BASIS OF PRESENTATION AND SUM_7
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long-lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total long-lived assets-net | $ 38,710 | $ 23,173 |
Long-lived assets related to foreign operations | 14,394 | 13,423 |
North America | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total long-lived assets-net | 24,316 | 9,750 |
Finland | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Long-lived assets related to foreign operations | 12,153 | 12,171 |
Sweden | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Long-lived assets related to foreign operations | 2,212 | 1,251 |
Other | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Long-lived assets related to foreign operations | $ 29 | $ 1 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Numerator: | ||||
Net income (loss) | $ 226,801 | $ (187,282) | $ 3,937 | |
Convertible preferred stock dividends | (27,462) | (11,526) | 0 | |
Allocation of earnings to participating securities | (17,348) | 0 | 0 | |
Net income (loss) attributable to common stockholders | 181,991 | (198,808) | 3,937 | |
Effect of dilutive securities: | ||||
Allocation of earnings to participating securities | 17,348 | 0 | 0 | |
Reallocation of earnings to participating securities | (16,934) | 0 | 0 | |
Numerator for Diluted EPS - Income (loss) available to common stockholders after assumed conversions | $ 182,405 | $ (198,808) | $ 3,937 | |
Denominator: | ||||
Weighted average basic common shares outstanding (in shares) | [1] | 230,784 | 226,947 | 221,343 |
Dilutive effect of common shares (in shares) | 6,180 | 0 | 11,724 | |
Weighted average dilutive common shares outstanding (in shares) | [1] | 236,964 | 226,947 | 233,067 |
Earnings per share: | ||||
Basic (in USD per share) | $ 0.79 | $ (0.88) | $ 0.02 | |
Diluted (in USD per share) | $ 0.77 | $ (0.88) | $ 0.02 | |
[1] Forward Stock Split - The accompanying consolidated financial statements and notes thereto have been retrospectively adjusted to reflect the three-for-one stock split. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information. |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Potentially dilutive securities excluded from the computation of diluted earnings per share (in shares) | 22 | 30.6 | 0 |
REVENUE - Geographical (Details
REVENUE - Geographical (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 1,318,014 | $ 653,604 | $ 314,272 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,263,341 | 617,457 | 273,005 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 43,722 | 31,054 | 38,097 |
Asia-Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 4,755 | 3,647 | 2,538 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 6,196 | $ 1,446 | $ 632 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 01, 2022 | Jan. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Promotional allowance included as a reduction of revenue | $ 315,200 | $ 158,500 | $ 64,200 | ||
Accrued promotional allowance | 99,787 | 35,977 | |||
Revenue | $ 1,318,014 | $ 653,604 | 314,272 | ||
Revenue recognition period | 20 years | ||||
Series A Preferred Stock | |||||
Disaggregation of Revenue [Line Items] | |||||
Mezzanine equity, shares issued (in shares) | 1,500,000 | 1,466,666 | 1,466,666 | ||
Convertible Preferred Stock | Transition Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Stock issued during period (in shares) | 1,500,000 | 1,500,000 | |||
Pepsi | |||||
Disaggregation of Revenue [Line Items] | |||||
First cancellable term | 19 years | ||||
Second cancellable term | 29 years | ||||
Cancellable term thereafter | 10 years | ||||
Total payment | $ 250,000 | ||||
Upfront payment received | 227,800 | ||||
Implicit payment | $ 282,500 | ||||
Excess fair value over issuance proceeds | $ 282,500 | ||||
License Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 2,200 | $ 2,000 | 1,600 | ||
Fixed fees term | 5 years | ||||
Royalty fees | $ 6,900 | ||||
Agreement term | 50 years | ||||
Sweden | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 29,300 | $ 21,700 | $ 26,900 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 184,434 | $ 119,229 |
Raw materials | 49,022 | 62,491 |
Less: Inventory reserve | (4,181) | (8,431) |
Inventories-net | $ 229,275 | $ 173,289 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets | ||
Prepaid expenses and other current assets | $ 19,503 | $ 11,341 |
NOTE RECEIVABLE (Details)
NOTE RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Note receivable-current | $ 2,318 | $ 2,979 |
Note Receivable-non-current | 0 | 3,574 |
Total | 2,318 | $ 6,553 |
Previously Reported | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Note receivable-current | 3,471 | |
Revision of Prior Period, Accounting Standards Update, Adjustment | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Note receivable-current | $ (1,153) |
NOTE RECEIVABLE - Narrative (De
NOTE RECEIVABLE - Narrative (Details) | Dec. 31, 2023 shares |
Note Receivable [Abstract] | |
Debt term | 5 years |
Collateral shares (in shares) | 60,000 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 1,075 | |
2025 | 422 | |
2026 | 344 | |
2027 | 148 | |
2028 | 140 | |
Total future minimum lease payments | 2,129 | |
Less: Amount representing interest | (194) | |
Present value of lease liabilities | 1,935 | |
Less: current portion | (980) | $ (661) |
Long-term portion | 955 | 326 |
Finance Leases | ||
2024 | 67 | |
2025 | 84 | |
2026 | 118 | |
2027 | 0 | |
2028 | 0 | |
Total future minimum lease payments | 269 | |
Less: Amount representing interest | (17) | |
Present value of lease liabilities | 252 | |
Less: current portion | (59) | (70) |
Long-term portion | 193 | $ 162 |
Total | ||
2024 | 1,142 | |
2025 | 506 | |
2026 | 462 | |
2027 | 148 | |
2028 | 140 | |
Total future minimum lease payments | 2,398 | |
Less: Amount representing interest | (211) | |
Present value of lease liabilities | 2,187 | |
Less: current portion | (1,039) | |
Long-term portion | $ 1,148 |
PROPERTY AND EQUIPMENT - Sumary
PROPERTY AND EQUIPMENT - Sumary (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (4,650) | $ (2,081) |
Total | 24,868 | 10,185 |
Merchandising equipment - coolers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 21,908 | 9,885 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 1,467 | 1,124 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment useful life | 5 years | |
Property, plant, and equipment, gross | $ 6,143 | $ 1,257 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment useful life | 3 years | |
Minimum | Merchandising equipment - coolers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment useful life | 3 years | |
Minimum | Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment useful life | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment useful life | 7 years | |
Maximum | Merchandising equipment - coolers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment useful life | 7 years | |
Maximum | Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment useful life | 7 years |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 2.6 | $ 1.4 | $ 0.6 |
GOODWILL AND INTANGIBLES - Narr
GOODWILL AND INTANGIBLES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangibles including goodwill | $ 14.2 | $ 13.7 | |
Useful life | 25 years | ||
Amortization of intangibles | $ 0.5 | $ 0.5 | $ 0.6 |
GOODWILL AND INTANGIBLES - Carr
GOODWILL AND INTANGIBLES - Carrying Amount of Intangibles (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Definite-lived intangible assets | ||
Customer relationships | $ 13,902 | $ 13,418 |
Less: accumulated amortization | (2,233) | (1,677) |
Effect of exchange rate changes | 9 | 67 |
Definite-lived intangible assets, net | 11,678 | 11,808 |
Indefinite-lived intangible assets | ||
Brands | 446 | 2,984 |
Less: impairment | 0 | (2,576) |
Effect of exchange rate changes | 15 | 38 |
Indefinite-lived intangible assets, net | 461 | 446 |
Intangibles-net | $ 12,139 | $ 12,254 |
GOODWILL AND INTANGIBLES - Futu
GOODWILL AND INTANGIBLES - Future Estimated Amortization (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 556 |
2025 | 556 |
2026 | 556 |
2027 | 556 |
2028 | 556 |
Thereafter | 8,898 |
Total | $ 11,678 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accrued freight | $ 2,267 | $ 8,532 |
Accrued marketing | 18,252 | 2,238 |
Accrued legal | 7,633 | 10,463 |
Unbilled purchases | 11,851 | 8,672 |
Accrued Liabilities, Current, Total | 62,120 | 69,899 |
Due to Pepsi | ||
Related Party Transaction [Line Items] | ||
Other accrued expenses | 0 | 34,807 |
Nonrelated Party | ||
Related Party Transaction [Line Items] | ||
Other accrued expenses | $ 22,117 | $ 5,187 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) | 12 Months Ended | ||||
May 17, 2023 USD ($) | Aug. 01, 2022 USD ($) shares | Dec. 31, 2023 USD ($) member shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||
Number of board members | member | 9 | ||||
Revenue | $ 1,318,014,000 | $ 653,604,000 | $ 314,272,000 | ||
Accrued promotional allowance | 99,787,000 | 35,977,000 | |||
Accounts receivable-net | 183,703,000 | 63,311,000 | |||
Increase (decrease) in accrued distributor termination fees | $ (3,739,000) | $ 3,986,000 | $ 0 | ||
Series A Preferred Stock | |||||
Related Party Transaction [Line Items] | |||||
Mezzanine equity, shares issued (in shares) | shares | 1,500,000 | 1,466,666 | 1,466,666 | ||
Issuance of preferred stock fair value | $ 832,500,000 | ||||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage of outstanding common stock | 8.50% | ||||
Revenue | $ 782,300,000 | $ 142,300,000 | |||
Accrued promotional allowance | 51,800,000 | 13,900,000 | |||
Accounts receivable-net | 130,400,000 | 31,600,000 | |||
Purchases with related party | 10,500,000 | 1,600,000 | |||
Increase (decrease) in accrued distributor termination fees | 227,800,000 | ||||
Deferred revenue | 176,700,000 | 189,500,000 | |||
Deferred revenue- noncurrent | 167,200,000 | 179,800,000 | |||
Deferred revenue-current | 9,500,000 | 9,700,000 | |||
Deferred revenue recognized | $ (9,500,000) | 4,200,000 | |||
Deferred revenue recognition, term | 20 years | ||||
Termination expense | 193,800,000 | ||||
Accounts payable | 34,800,000 | ||||
Deferred contract asset in other assets | $ 282,500,000 | ||||
Amortization and other costs | 14,100,000 | 5,900,000 | |||
Related Party | Contract Assets Current | |||||
Related Party Transaction [Line Items] | |||||
Unamortized deferred contract costs | 14,100,000 | 14,100,000 | |||
Related Party | Contract Assets Non Current | |||||
Related Party Transaction [Line Items] | |||||
Unamortized deferred contract costs | $ 248,300,000 | $ 262,500,000 | |||
Related Party | Series A Preferred Stock | |||||
Related Party Transaction [Line Items] | |||||
Issuance of preferred stock fair value | $ 832,500,000 | ||||
Issuance of deferred contract asset in other assets excess | $ 550,000,000 | ||||
Majority Shareholder | Building | C D Financial L L C | |||||
Related Party Transaction [Line Items] | |||||
Operating lease expense | $ 44,000 |
MEZZANINE EQUITY (Details)
MEZZANINE EQUITY (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||
Nov. 15, 2023 | Nov. 14, 2023 | Aug. 01, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 01, 2022 seat | Aug. 31, 2022 seat | |
Debt Securities, Available-for-Sale [Line Items] | |||||||
Number of seats | seat | 9 | 8 | |||||
Stock split conversion ratio | 3 | ||||||
Percentage of voting right | 50% | ||||||
Series A Preferred Stock | |||||||
Debt Securities, Available-for-Sale [Line Items] | |||||||
Temporary equity shares authorized (in shares) | shares | 1,466,666 | 1,466,666 | |||||
Mezzanine equity, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | |||||
Temporary equity, stated value (in USD per share) | $ / shares | $ 375 | $ 375 | |||||
Mezzanine equity, shares issued (in shares) | shares | 1,500,000 | 1,466,666 | 1,466,666 | ||||
Issuance of preferred stock fair value | $ | $ 832.5 | ||||||
Aggregate fair value (in USD per share) | $ / shares | $ 567.61 | ||||||
Debt issuance costs | $ | $ 8 | ||||||
Liquidation preference | $ | $ 550 | $ 550 | |||||
Stock split conversion ratio | 15 | 5 | |||||
Accrued dividend | 5% | ||||||
Dividends | $ | $ 27.5 | $ 11.5 | |||||
Dividends per share, declared (in USD per share) | $ / shares | $ 18.72 | $ 7.86 | |||||
Dividend rate | 5% | 5% | |||||
Conversion price (in USD per share) | $ / shares | $ 25 | ||||||
Conversion ratio | 0.07 | ||||||
Convertible shares issued (in shares) | shares | 22,000,000 | ||||||
Series A Preferred Stock | Securities Purchase Agreement | |||||||
Debt Securities, Available-for-Sale [Line Items] | |||||||
Cash to related party | $ | $ 550 | ||||||
Common stock, other outstanding (in shares) | shares | 11,000,000 | ||||||
Eight Percentage | |||||||
Debt Securities, Available-for-Sale [Line Items] | |||||||
Dividend rate | 8% | ||||||
Ten Percentage | |||||||
Debt Securities, Available-for-Sale [Line Items] | |||||||
Dividend rate | 10% | ||||||
Twelve Percentage | |||||||
Debt Securities, Available-for-Sale [Line Items] | |||||||
Dividend rate | 12% |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
VAT / GST payable | $ 823 | $ 198 |
State Beverage Container Deposit | 10,067 | 3,388 |
Total | $ 10,890 | $ 3,586 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||||
Jun. 14, 2021 | Jun. 11, 2021 | Jun. 09, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Proceeds from exercise of stock options | $ 2,285 | $ 3,683 | $ 3,720 | |||
Number of options exercised (in shares) | 2,600 | 1,818 | 3,800 | 4,400 | ||
Sale of stock, issues (in shares) | 19,600 | |||||
Public offering price (in USD per share) | $ 20.83 | |||||
Additional shares amount (in shares) | 2,900 | |||||
Net proceeds from sale of common stock | $ 0 | $ 0 | $ 67,769 | |||
Company | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Sale of stock, issues (in shares) | 3,400 | |||||
Net proceeds from sale of common stock | $ 67,800 | |||||
Selling Stockholders | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Sale of stock, issues (in shares) | 18,800 | |||||
Net proceeds from sale of common stock | $ 375,400 | |||||
Stock Incentive Plan 2015 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options granted in period (in shares) | 2,600 | 4,400 | 4,500 | |||
Proceeds from exercise of stock options | $ 2,300 | $ 3,700 | $ 3,700 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Series A Preferred Stock - $ / shares shares in Millions | 12 Months Ended | |
Aug. 01, 2022 | Dec. 31, 2023 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Preferred stock issued (in shares) | 1.5 | |
Volatility rate | 45% | |
Risk free interest rate | 2.69% | |
Dividend rate | 5% | 5% |
Closing price (in USD per share) | $ 98.87 | |
Effective percentage of debt instrument | 12.50% |
INCOME TAXES - Components of Ne
INCOME TAXES - Components of Net Income Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||
Net income (loss) before income taxes | $ 291,749 | $ (152,664) | $ (4,059) |
Domestic | |||
Income Tax Contingency [Line Items] | |||
Net income (loss) before income taxes | 291,203 | (151,551) | (4,176) |
Foreign | |||
Income Tax Contingency [Line Items] | |||
Net income (loss) before income taxes | $ 546 | $ (1,113) | $ 117 |
INCOME TAXES - Provision (Benef
INCOME TAXES - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Domestic | $ 79,840 | $ 10,498 | $ 0 |
State and local | 27,596 | 2,601 | 1,523 |
Foreign | 192 | 0 | (38) |
Current federal, state and local, tax expense | 107,628 | 13,099 | 1,485 |
Deferred: | |||
Domestic | (34,535) | 18,558 | (7,142) |
State and local | (8,261) | 4,034 | (1,878) |
Foreign | 116 | (1,073) | (461) |
Deferred federal, state and local, tax expense | (42,680) | 21,519 | (9,481) |
Income tax expense (benefit) | $ 64,948 | $ 34,618 | $ (7,996) |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Taxes Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. Statutory federal rate | 21% | 21% | 21% |
State taxes, net of federal benefit | 4.70% | (3.90%) | (12.50%) |
Tax effect of Pepsi valuation premium | 0% | (38.90%) | 0% |
Stock based compensation | (3.40%) | (0.90%) | 50.50% |
Change in valuation allowance | (0.30%) | 0.40% | 219.80% |
Change in deferred balances | 0.30% | 0% | (80.60%) |
Other | (0.10%) | (0.40%) | (0.90%) |
Effective tax rate | 22.20% | (22.70%) | 197.30% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 3,441 | $ 4,774 |
Charitable contributions | 0 | 17 |
Deferred revenue | 45,907 | 0 |
Fixed assets | (3,338) | (1,158) |
Pepsi valuation premium | (68,250) | (70,637) |
Right of use liability | 157 | 154 |
Right of use asset | (275) | (146) |
Distributor termination fees | 40,429 | 46,859 |
Stock-based compensation | 4,892 | 5,236 |
Inventory allowance | 9,221 | 5,423 |
Intangibles | (2,495) | (2,516) |
Total deferred tax assets (liabilities) | 29,689 | (11,994) |
Valuation allowance | (2,496) | (3,424) |
Net deferred tax assets (liabilities) | $ (15,418) | |
Net deferred tax assets (liabilities) | $ 27,193 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal net operating loss carryforwards | $ 1.9 | ||
State net operating loss carryforwards | $ 1.9 | ||
Ownership change | 50% | ||
Unrealized NOLs due to ownership change | $ 4.5 | ||
Removed from the available NOL carryforward and US NOL deferred tax asset. | 4.5 | ||
Foreign NOL carryforwards | 16.7 | ||
Decrease in valuation allowance for deferred tax assets | $ 0.5 | $ 6 | |
Unrecognized tax benefits | 1.3 | ||
Decrease in unrecognized tax Benefits is reasonably possible | 0.2 | ||
Unrecognized tax benefits period increase (decrease) | 1.3 | ||
Interest and penalties | $ 0.1 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | ||
Gross unrecognized tax benefit, beginning of period | $ 702 | $ 1,080 |
Additions based on tax positions related to the current year | 555 | 0 |
Additions based on tax positions related to the prior years | 0 | 0 |
Reductions due to lapse in statute of limitations and settlements | 0 | (378) |
Gross unrecognized tax benefit, end of period | $ 1,257 | $ 702 |
INCOME TAXES - Summary of Filin
INCOME TAXES - Summary of Filing Jurisdictions (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | U.S. Federal | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Open tax year | 2020 |
Minimum | U.S State and local | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Open tax year | 2019 |
Minimum | Non-U.S. | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Open tax year | 2017 |
Maximum | U.S. Federal | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Open tax year | 2022 |
Maximum | U.S State and local | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Open tax year | 2022 |
Maximum | Non-U.S. | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Open tax year | 2022 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 11, 2021 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 10 years | ||||
Intrinsic value of options exercised | $ 81,380 | $ 102,300 | $ 84,400 | ||
Number of options exercised (in shares) | 2,600 | 1,818 | 3,800 | 4,400 | |
Options granted in the period (in shares) | 0 | 0 | 900 | ||
Granted (in USD per share) | $ 10.11 | ||||
Weighted average grant date fair value (in usd per share) | $ 18.13 | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 1 year 10 months 24 days | ||||
Granted (in shares) | 468 | 700 | 1,700 | ||
Weighted average grant date fair value (in usd per share) | $ 24.71 | ||||
Unrecognized compensation expense, excluding options | $ 17,800 | ||||
Performance Shares | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Provisions of options grant and other share based awards permitted | 228 | ||||
Granted (in shares) | 0 | 228 | 45 | ||
Weighted average grant date fair value (in usd per share) | $ 32.76 | $ 21.55 | |||
Recognition period | 7 months 6 days | ||||
Unrecognized compensation expense, excluding options | $ 900 | ||||
Grant date fair value | $ 7,500 | ||||
Vesting rights, percentage | 20% | ||||
Vested | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Fair value of shares vested | $ 24,900 | $ 11,600 | $ 1,400 | ||
Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Minimum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 2 years | ||||
General and Administrative Expense | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 21,200 | $ 20,700 | $ 36,500 | ||
Stock Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Provisions of options grant and other share based awards permitted | 17,700 |
STOCK-BASED COMPENSATION - Outs
STOCK-BASED COMPENSATION - Outstanding Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jun. 11, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||||
Options outstanding, beginning balance (in shares) | 6,798 | |||
Granted (in shares) | 0 | 0 | 900 | |
Exercised (in shares) | (2,600) | (1,818) | (3,800) | (4,400) |
Forfeiture and cancelled (in shares) | (62) | |||
Options outstanding, ending balance (in shares) | 4,918 | 6,798 | ||
Exercisable (in shares) | 4,620 | |||
Exercise Price | ||||
Beginning balance (in USD per share) | $ 3.22 | |||
Granted (in USD per share) | $ 10.11 | |||
Exercised (in USD per share) | 1.69 | |||
Forfeiture and cancelled (in USD per share) | 1.65 | |||
Ending balance (in USD per share) | 3.81 | $ 3.22 | ||
Exercisable (in USD per share) | $ 3.13 | |||
Aggregate Intrinsic Value | ||||
Beginning balance | $ 213,914 | |||
Exercised | 81,380 | $ 102,300 | $ 84,400 | |
Ending balance | 249,541 | $ 213,914 | ||
Exercisable at December 31, 2023 | $ 237,432 | |||
Weighted Average Remaining Term | ||||
Options, Outstanding, Weighted Average Remaining Term (Yrs) | 4 years 5 months 12 days | 5 years 5 months 4 days | ||
Exercisable at December 31, 2023 | 4 years 3 months 14 days |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares (000’s) | |||
Unvested at beginning of period (in shares) | 1,617 | ||
Granted (in shares) | 468 | 700 | 1,700 |
Vested (in shares) | (670) | ||
Forfeited and cancelled (in shares) | (197) | ||
Unvested at end of period (in shares) | 1,218 | 1,617 | |
Weighted Average Grant Date Fair Value | |||
Unvested at beginning of period (in USD per share) | $ 20.24 | ||
Granted (in USD per share) | 36.41 | ||
Vested (in USD per share) | 19.65 | ||
Forfeited and cancelled (in USD per share) | 24.35 | ||
Unvested at end of period (in USD per share) | $ 26.13 | $ 20.24 |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Shares Issued to Non-employees (Details) - Performance Shares - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares (000’s) | |||
Unvested at beginning of period (in shares) | 228 | ||
Granted (in shares) | 0 | 228 | 45 |
Vested (in shares) | (92) | ||
Forfeited and cancelled (in shares) | (13) | ||
Unvested at end of period (in shares) | 123 | 228 | |
Weighted Average Grant Date Fair Value | |||
Unvested at beginning of period (in USD per share) | $ 30.49 | ||
Granted (in USD per share) | 0 | ||
Vested (in USD per share) | 32.76 | ||
Forfeited and cancelled (in USD per share) | 24.87 | ||
Unvested at end of period (in USD per share) | $ 29.43 | $ 30.49 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Sep. 07, 2023 | Feb. 13, 2023 | Jan. 18, 2023 | May 04, 2021 | Dec. 31, 2023 | Jul. 17, 2023 | Dec. 31, 2022 |
Product Liability Contingency [Line Items] | |||||||
Loss contingency, damages | $ 82.6 | ||||||
Reducing award damages value | $ 2.1 | ||||||
Post-judgment interest rate | 5.52% | ||||||
Contingent commitment to third parties | $ 55.3 | $ 30.7 | |||||
Long-term contractual obligations | 34.4 | ||||||
Class Action Lawsuit | |||||||
Product Liability Contingency [Line Items] | |||||||
Loss contingency accrual | $ 7.9 | ||||||
Payment of loss contingency | $ 7.9 | ||||||
Minimum | |||||||
Product Liability Contingency [Line Items] | |||||||
Contingent consideration, liability | 2.1 | ||||||
Maximum | |||||||
Product Liability Contingency [Line Items] | |||||||
Contingent consideration, liability | $ 82.6 | ||||||
FLORIDA | DThreeM Licensing Group | |||||||
Product Liability Contingency [Line Items] | |||||||
Sales revenue bench mark receive (in shares) | 750,000 |