Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 11, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-34611 | |
Entity Registrant Name | CELSIUS HOLDINGS, INC. | |
Entity Central Index Key | 0001341766 | |
Entity Tax Identification Number | 20-2745790 | |
Entity Incorporation, State or Country Code | NV | |
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, $.001 par value | |
Trading Symbol | CELH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 74,815,090 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 61,377,202 | $ 43,248,021 |
Accounts receivable-net (note 2) | 43,500,578 | 14,986,213 |
Note receivable-current (note 6) | 2,543,225 | 1,885,887 |
Inventories-net (note 4) | 122,311,445 | 18,403,622 |
Prepaid expenses and other current assets (note 5) | 22,829,510 | 14,626,922 |
Total current assets | 252,561,960 | 93,150,665 |
Note receivable (note 6) | 6,993,869 | 9,429,437 |
Property and equipment-net (note 8) | 2,454,914 | 579,377 |
Right-of-use asset-operating leases | 888,911 | 836,038 |
Right-of-use asset-finance leases | 106,675 | 162,119 |
Long-term security deposits | 308,449 | 122,733 |
Intangibles (note 9) | 16,811,762 | 16,590,083 |
Goodwill (note 9) | 14,851,635 | 10,419,321 |
Total Assets | 294,978,175 | 131,289,773 |
Current liabilities: | ||
Accounts payable and accrued expenses (note 10) | 91,931,593 | 25,412,753 |
Lease liability-operating leases (note 7) | 376,602 | 321,283 |
Lease liability-finance leases (note 7) | 155,508 | 205,824 |
Other current liabilities (note 11) | 957,627 | 425,232 |
Total current liabilities | 93,421,330 | 26,365,092 |
Long-term liabilities: | ||
Lease liability-operating leases (note 7) | 550,547 | 514,948 |
Lease liability-finance leases (note 7) | 88,649 | 82,290 |
Deferred tax liability | 3,497,240 | |
Other long-term liabilities | 22,198 | |
Total Liabilities | 97,579,964 | 26,962,330 |
Stockholders’ Equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized, 74,745,924 and 72,262,829 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively (note 13) | 74,746 | 72,263 |
Additional paid-in capital | 244,293,710 | 159,884,154 |
Accumulated other comprehensive income/(loss) | 1,165,027 | (202,142) |
Accumulated deficit | (48,135,273) | (55,426,832) |
Total Stockholders’ Equity | 197,398,211 | 104,327,443 |
Total Liabilities and Stockholders’ Equity | $ 294,978,175 | $ 131,289,773 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 74,745,924 | 72,262,829 |
Common stock, outstanding | 74,745,924 | 72,262,829 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||||
Revenue (note 3) | $ 94,909,100 | $ 36,839,149 | $ 210,017,302 | $ 95,061,265 | |
Cost of revenue (note 2) | 57,215,728 | 19,305,416 | 123,495,466 | 51,512,534 | |
Gross profit | 37,693,372 | 17,533,733 | 86,521,836 | 43,548,731 | |
Selling and marketing expenses | 22,621,062 | 8,267,996 | 50,111,103 | 23,640,914 | |
General and administrative expenses | 11,140,030 | 4,752,428 | 28,066,228 | 13,178,593 | |
Total operating expenses | 33,761,092 | 13,020,424 | 78,177,331 | 36,819,507 | |
Income from operations | 3,932,280 | 4,513,309 | 8,344,505 | 6,729,224 | |
Other income (expense): | |||||
Interest income on note receivable (note 6) | 76,473 | 78,690 | 239,586 | 268,709 | |
Interest expense on bonds | (144,021) | (391,458) | |||
Interest on other obligations | (4,524) | (3,419) | (7,496) | (13,400) | |
Amortization of discount on bonds payable | (178,649) | (506,100) | |||
Other miscellaneous income/(expense) | (97,038) | (62,817) | (27,614) | ||
Gain on lease cancellations | 152,112 | ||||
Foreign exchange gain/(loss) | (327,581) | 550,510 | (451,217) | 646,515 | |
Total other income/(expense) | (352,670) | 240,294 | (219,127) | 128,764 | |
Net income before income taxes | 3,579,610 | 4,753,603 | 8,125,378 | 6,857,988 | |
Income tax expense | 833,819 | 833,819 | |||
Net income | 2,745,791 | 4,753,603 | 7,291,559 | 6,857,988 | |
Other comprehensive income: | |||||
Foreign currency translation gain/(loss) | 1,282,683 | 110,027 | 1,367,169 | (113,144) | |
Comprehensive Income | $ 4,028,474 | $ 4,863,630 | $ 8,658,728 | $ 6,744,844 | |
Income per share: | |||||
Basic | $ 0.04 | $ 0.07 | $ 0.10 | $ 0.10 | |
Diluted | $ 0.03 | $ 0.06 | $ 0.09 | $ 0.09 | |
Weighted average shares outstanding: | |||||
Basic | 74,609,195 | 70,473,351 | 73,758,731 | 70,184,071 | |
Diluted | [1] | 78,473,866 | 74,848,239 | 77,782,459 | 73,524,209 |
[1] | Please refer to Earnings Per Share section for further details. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 68,942 | $ 127,552,998 | $ (753,520) | $ (63,409,431) | $ 63,458,989 |
Balance at beginning, shares at Dec. 31, 2019 | 68,941,311 | ||||
Share-based payment expense | 1,400,000 | 1,400,000 | |||
Issuance of common stock pursuant to exercise of stock options - cashless | $ 204 | (204) | |||
Issuance of common stock pursuant to exercise of stock options - Cashless, shares | 204,028 | ||||
Issuance of common stock pursuant to exercise of stock options - cash | $ 134 | 215,213 | 215,347 | ||
Issuance of common stock pursuant to exercise of stock options - Cash, shares | 133,921 | ||||
Foreign currency fluctuations | (114,490) | (114,490) | |||
Net income | 546,051 | 546,051 | |||
Ending balance, value at Mar. 31, 2020 | $ 69,280 | 129,168,007 | (868,010) | (62,863,380) | 65,505,897 |
Ending balance, shares at Mar. 31, 2020 | 69,279,260 | ||||
Share-based payment expense | 1,174,999 | 1,174,999 | |||
Issuance of common stock pursuant to exercise of stock options - cashless | $ 106 | (106) | |||
Issuance of common stock pursuant to exercise of stock options - Cashless, shares | 106,327 | ||||
Issuance of common stock pursuant to exercise of stock options - cash | $ 177 | 489,140 | 489,317 | ||
Issuance of common stock pursuant to exercise of stock options - Cash, shares | 176,914 | ||||
Foreign currency fluctuations | (108,681) | (108,681) | |||
Net income | 1,558,334 | 1,558,334 | |||
Ending balance, value at Jun. 30, 2020 | $ 69,563 | 130,832,040 | (976,691) | (61,305,046) | 68,619,866 |
Ending balance, shares at Jun. 30, 2020 | 69,562,501 | ||||
Share-based payment expense | 2,143,700 | 2,143,700 | |||
Issuance of common stock – private placement | $ 1,438 | 21,981,678 | 21,983,116 | ||
Issuance of common stock pursuant to exercise of stock options - cashless | $ 86 | (86) | |||
Issuance of common stock pursuant to exercise of stock options - Cashless, shares | 86,405 | ||||
Issuance of common stock pursuant to exercise of stock options - cash | $ 565 | 1,591,114 | 1,591,679 | ||
Issuance of common stock pursuant to exercise of stock options - Cash, shares | 564,741 | ||||
Issuance of common stock from capital raise, shares | 1,437,909 | ||||
Foreign currency fluctuations | 110,027 | 110,027 | |||
Net income | 4,753,603 | 4,753,603 | |||
Ending balance, value at Sep. 30, 2020 | $ 71,652 | 156,548,446 | (866,664) | (56,551,443) | 99,201,991 |
Ending balance, shares at Sep. 30, 2020 | 71,651,556 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 72,263 | 159,884,154 | (202,142) | (55,426,832) | 104,327,443 |
Balance at beginning, shares at Dec. 31, 2020 | 72,262,829 | ||||
Share-based payment expense | 3,575,001 | 3,575,001 | |||
Issuance of common stock pursuant to exercise of stock options - cashless | $ 88 | (88) | |||
Issuance of common stock pursuant to exercise of stock options - Cashless, shares | 88,312 | ||||
Issuance of common stock pursuant to exercise of stock options - cash | $ 235 | 715,675 | 715,910 | ||
Issuance of common stock pursuant to exercise of stock options - Cash, shares | 234,546 | ||||
Foreign currency fluctuations | (192,509) | (192,509) | |||
Net income | 585,424 | 585,424 | |||
Ending balance, value at Mar. 31, 2021 | $ 72,586 | 164,174,742 | (394,651) | (54,841,408) | 109,011,269 |
Ending balance, shares at Mar. 31, 2021 | 72,585,687 | ||||
Share-based payment expense | 4,022,259 | 4,022,259 | |||
Issuance of common stock pursuant to exercise of stock options - cashless | $ 316 | (316) | |||
Issuance of common stock pursuant to exercise of stock options - Cashless, shares | 315,913 | ||||
Issuance of common stock pursuant to exercise of stock options - cash | $ 435 | 1,798,672 | 1,799,107 | ||
Issuance of common stock pursuant to exercise of stock options - Cash, shares | 434,986 | ||||
Issuance of common stock from capital raise | $ 1,134 | 67,768,252 | 67,769,386 | ||
Issuance of common stock from capital raise, shares | 1,133,953 | ||||
Foreign currency fluctuations | 276,995 | 276,995 | |||
Net income | 3,960,344 | 3,960,344 | |||
Ending balance, value at Jun. 30, 2021 | $ 74,471 | 237,763,609 | (117,656) | (50,881,064) | 186,839,360 |
Ending balance, shares at Jun. 30, 2021 | 74,470,539 | ||||
Share-based payment expense | 5,803,321 | 5,803,321 | |||
Issuance of common stock pursuant to exercise of stock options - cashless | $ 118 | (118) | |||
Issuance of common stock pursuant to exercise of stock options - Cashless, shares | 117,923 | ||||
Issuance of common stock pursuant to exercise of stock options - cash | $ 157 | 726,898 | 727,056 | ||
Issuance of common stock pursuant to exercise of stock options - Cash, shares | 157,462 | ||||
Issuance of common stock from capital raise | |||||
Foreign currency fluctuations | 1,282,683 | 1,282,683 | |||
Net income | 2,745,791 | 2,745,791 | |||
Ending balance, value at Sep. 30, 2021 | $ 74,746 | $ 244,293,710 | $ 1,165,027 | $ (48,135,273) | $ 197,398,211 |
Ending balance, shares at Sep. 30, 2021 | 74,745,924 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 7,291,559 | $ 6,857,988 |
Adjustments to reconcile net income to net cash (used in)/provided by operating activities: | ||
Depreciation | 519,765 | 82,180 |
Amortization | 550,800 | 1,224,684 |
Unrealized currency gain | (76,765) | |
Bad debt expense | (207,261) | 244,685 |
Inventory excess and obsolescence expense | 12,234 | 211,822 |
Stock-based compensation expense | 13,400,581 | 4,718,699 |
Gain on China transaction | (384,493) | |
Gain on lease cancellations | (14,669) | (152,112) |
Changes in operating assets and liabilities: | ||
Accounts receivable-net | (28,307,104) | (9,031,438) |
Inventory-net | (103,920,057) | (598,665) |
Prepaid expenses and other current assets | (8,202,588) | (561,752) |
Accounts payable and accrued expenses | 66,694,568 | 824,964 |
Other assets | (185,716) | 43,259 |
Other liabilities | 532,395 | 213,764 |
Deferred Tax Liability-net | (182,156) | |
Change in right-of-use asset and lease liability-net | 30,465 | 149,925 |
Net cash (used in)/provided by operating activities | (52,063,949) | 3,843,510 |
Cash flows from investing activities: | ||
Proceeds from note receivable | 1,885,724 | 1,331,011 |
Purchase of property and equipment | (2,395,302) | (416,671) |
Net cash (used in)/provided by investing activities | (509,578) | 914,340 |
Cash flows from financing activities: | ||
Principal payments on finance lease obligations | (72,386) | (259,231) |
Proceeds from capital raise | 67,769,386 | 21,983,116 |
Proceeds from exercise of stock options | 3,242,073 | 2,296,343 |
Net cash provided by financing activities | 70,939,073 | 24,020,228 |
Effect on exchange rate changes on cash and cash equivalents | (236,365) | 289,338 |
Net increase in cash and cash equivalents | 18,129,181 | 29,067,416 |
Cash and cash equivalents at beginning of the period | 43,248,021 | 23,090,682 |
Cash and cash equivalents at end of the period | 61,377,202 | 52,158,098 |
Cash paid during period for: | ||
Interest | 5,364 | 299,394 |
Taxes | 398,326 | |
Non-cash investing and financing activities: | ||
Goodwill | 395,515 | |
Other liabilities | $ (395,515) |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Business Company Celsius Holdings On February 7, 2018, the Company established Celsius Asia Holdings Limited, a Hong Kong corporation, as a wholly owned subsidiary of the Company. On February 7, 2018 Celsius China Holdings Limited, a Hong Kong corporation, became a wholly owned subsidiary of Celsius Asia Holdings Limited and on May 9, 2018, Celsius Asia Holdings Limited established Celsius (Beijing) Beverage Limited, a China corporation, as a wholly owned subsidiary of Celsius Asia Holdings Limited. On October 25, 2019, the Company acquired 100% of Func Food Group, Oyj (“ Func Food The Company is engaged in the development, marketing, sale and distribution of “ functional |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation US GAAP Significant Estimates Reclassification of Prior Year Presentation Segment Reporting Concentrations of Risk The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit. At September 30, 2021, the Company had approximately $9.3 million in excess of the insurance protection provided by financial institutions. For the nine months ended September 30, 2021 and 2020, the Company had the following 10 percent or greater concentrations of revenue with its customers. The following customers met or exceeded 10% of our revenue for both or either the nine months ended September 30, 2021 and 2020, respectively. The below table reflects this customer’s evolution as a percentage of our total revenue for the nine months ended September 30, 2021 and 2020: Schedule of revenue & accounts receivable with customers 2021 2020 Amazon 10.0 % 16.6 % Costco 11.3 % 2.6 % All other 78.7 % 80.8 % Total 100.0 % 100.0 % At September 30, 2021 and December 31, 2020, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2021 2020 Amazon 12.6 % 11.4 % Costco 11.4 % 6.6 % All other 76.0 % 82.0 % Total 100.0 % 100.0 % Cash Equivalents Accounts Receivable 342,312 549,573 Inventories 1,625,289 1,613,000 Property and Equipment Impairment of Long-Lived Assets charges Long-lived Asset Geographic Data The following table sets forth long-lived asset information, which includes property and equipment and right-of-use assets and excludes goodwill and intangibles, where individual countries represent a significant portion of the total: Schedule of long-lived asset geographic data September 30, December 31, 2021 2020 United States $ 2,338,295 $ 694,697 Sweden 776,420 431,959 Finland 335,785 450,878 Long-lived assets related to foreign operations 1,112,205 882,837 Total long-lived assets-net $ 3,450,500 $ 1,577,534 Goodwill Intangible assets Revenue Recognition Customer Advances no Advertising Costs 23.8 9.6 Research and Development 0.7 0.3 Foreign Currency Gain/Losses 451,000 647,000 1,367,000 113,000 Chinese-Yuan Norwegian-Krone Swedish-Krona Finland-Euro Fair Value of Financial Instruments Fair Value Measurements Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Other than these noted previously, the Company did not have any other assets or liabilities measured at fair value at September 30, 2021 and December 31, 2020. Income Taxes Accounting for Uncertain Income Tax Positions. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 The Company has adopted ASC 740-10-25 Definition of Settlement, Earnings per Share Schedule of anti-dilutive shares For the three months For the nine months 2021 2020 2021 2020 Net income $ 2,745,791 $ 4,753,603 $ 7,291,559 $ 6,857,988 Income per share: Basic $ 0.04 $ 0.07 $ 0.10 $ 0.10 Diluted $ 0.03 $ 0.06 $ 0.09 $ 0.09 Weighted average shares outstanding: Basic 74,609,195 70,473,351 73,758,731 70,184,071 Effect of dilutive shared based awards 3,864,671 4,374,888 4,023,728 3,340,138 Diluted 78,473,866 74,848,239 77,782,459 73,524,209 Share-Based Payments 4.1 Cost of Sales Operating Expenses Shipping and Handling Costs 18.1 6.5 Recent Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. Topic 326 is effective for the Company for fiscal years and interim reporting periods within those years beginning after December 15, 2022. Early adoption is permitted for interim and annual periods beginning December 15, 2019. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. In December 2019, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update on income taxes. The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The Company adopted this standard effective January 1, 2021. The adoption of this standard did not have a material impact on the Company's consolidated financial position, results of operations and cash flows. Except for the updates previously disclosed above, all new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position. Liquidity 48,135,273 7,291,559 52,063,949 If our sales volumes do not meet our projections, expenses exceed our expectations, or our plans change, we may be unable to generate enough cash flow from operations to cover our working capital requirements. In such case, we may be required to adjust our business plan, by reducing marketing, lower our working capital requirements and reduce other expenses or seek additional financing. Furthermore, our business and results of operations may be adversely affected by changes in the global macro-economic environment related to the pandemic and public health crises related to the COVID-19 outbreak. Correction of Immaterial Errors |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
REVENUE | 3. REVENUE The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Sales taxes and other similar taxes are excluded from revenue. Information about the Company’s net sales by geographical location for the nine months ended September 30, 2021 and 2020 is as follows: Schedule of net sales by reporting segment For the nine months ended September 30, September 30, 2021 2020 North America $ 177,093,834 $ 67,083,888 Europe 30,695,477 26,799,756 Asia 1,861,130 868,915 Other 366,861 308,706 Net sales $ 210,017,302 $ 95,061,265 All of the Company’s North America revenue is derived from the United States, which is the Company’s country of domicile. Of the Company’s total foreign revenues of approximately $ 32.9 28.0 21.1 19.2 License Agreement In January 2019, the Company entered into a license and repayment of investment agreement with Qifeng Food Technology (Beijing) Co., Ltd (“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 $ 6.6 Under the agreement, the Company grants Qifeng exclusive license rights and provides ongoing support in product development, brand promotion and technical expertise. The ongoing support is integral to the exclusive license rights and, as such, both of these represent a combined, single performance obligation. The transaction price consists of the guaranteed minimums and the variable royalty fees, all of which are allocated to the single performance obligation. The Company recognizes revenue from the agreement over time because the customer simultaneously receives and consumes the benefits from the services. The Company uses the passage of time to measure progress towards satisfying its performance obligation because its efforts in providing the exclusive license rights and ongoing support occur on a generally even basis throughout the year. Total revenue recognized under the agreement was approximately $1.2 million for the nine months ended September 30, 2021 and $ 570,000 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES Inventories consist of the following at: Schedule of inventories September 30, December 31, 2021 2020 Finished goods $ 81,377,525 $ 15,334,386 Raw Materials 42,559,209 4,682,291 Less: Inventory allowance for excess and obsolete products (1,625,289 ) (1,613,055 ) Inventories $ 122,311,445 $ 18,403,622 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets total approximately $22.8 million 22,829,510 14,626,922 8.2 |
NOTE RECEIVABLE
NOTE RECEIVABLE | 9 Months Ended |
Sep. 30, 2021 | |
Note Receivable | |
NOTE RECEIVABLE | 6. NOTE RECEIVABLE Note receivable consists of the following at: Schedule of note receivable September 30, December 31, 2021 2020 Note receivable-current $ 2,543,225 $ 1,885,887 Note receivable-non-current 6,993,869 9,429,437 Total Note receivable $ 9,537,094 $ 11,315,324 Effective January 1, 2019, we restructured our China distribution efforts by entering into two separate economic agreements as it relates to the commercialization of our Celsius products (i.e., license agreement) and a repayment of investment agreement with Qifeng. Under the license agreement, Qifeng was granted the exclusive license rights to manufacture, market and commercialize Celsius® brand products in China. Qifeng will pay a minimum royalty fee of approximately $ 6.6 Scheduled principal payments plus accrued interest are due annually on March 31 of each year starting in 2020. The Note is recorded at amortized cost basis and accrues interest at a rate per annum equal to the weighted average of 5% of the outstanding principal up to $5 million and 2% of the outstanding principal above $5 million. 3.21 240,000 The Company assesses the Note for impairment at each reporting period, by evaluating whether it is probable that the Company will be unable to collect all the contractual interest and principal payments as scheduled in the Note agreement, based on historical experience about Qifeng’s ability to pay, the current economic environment and other factors. If the Note is determined to be impaired, the impairment is measured based on the present value of the expected future cash flows under the Note, discounted at the Note’s effective interest rate. At September 30, 2021, the Note was not deemed to be impaired. As of September 30, 2021, Qifeng is current on all amounts due under the Note and the license agreement. As collateral for the Note, a stock certificate in Celsius Holdings, Inc., which amounts to 272,830 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
LEASES | 7. LEASES The Company’s leasing activities include an operating lease of its corporate office space from a related party (see note 12) 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 assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term, and (3) whether the Company has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease and non-lease component based on the component’s relative stand-alone price to determine the lease payments. Lease and non-lease components are accounted for separately. Leases are classified as either finance leases or operating leases based on criteria in ASC Topic 842, “Leases”. The Company’s operating leases are generally comprised of real estate and vehicles, and the Company’s finance leases are generally comprised of vehicles. At lease commencement, the Company records a lease liability equal to the present value of the remaining lease payments, discounted using the rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. A corresponding right-of-use asset (“ROU asset”) is recorded, measured based on the initial measurement of the lease liability. ROU assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases, consisting of lease payments, is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the ROU asset on a straight-line basis over the shorter of the useful life of the asset or the lease term, and interest expense is calculated using the effective interest rate method. The following is a summary of lease cost recognized in the Company’s consolidated statements of operations: Schedule of components of lease costs Three months ended Three months ended September 30, September 30, Operating Finance Operating Finance Leases Leases Leases Leases Lease cost in general and administrative expenses: Operating lease expense $ 124,885 $ - $ 104,380 $ - Amortization of finance lease ROU assets - 34,129 - 49,713 Total lease cost in general and administrative expenses 124,885 34,129 104,380 49,713 Lease cost in other expense: Interest on finance lease liabilities - 2,397 - 21,530 Total lease cost in other expense - 2,397 - 21,530 Total lease cost $ 124,885 $ 36,526 $ 104,380 $ 71,243 Nine months ended Nine months ended September 30, September 30, Operating Finance Operating Finance Leases Leases Leases Leases Lease cost in general and administrative expenses: Operating lease expense $ 366,863 $ - $ 297,459 $ Amortization of finance lease ROU assets - 106,122 - 289,277 Total lease cost in general and administrative expenses 366,863 106,122 297,459 289,277 Lease cost in other expense: Interest on finance lease liabilities - 5,365 - 27,585 Total lease cost in other expense - 5,365 - 27,585 Total lease cost $ 366,863 $ 111,487 $ 297,459 $ 316,862 The following is a summary of the impact of the Company’s leases on the consolidated statements of cash flows: Schedule of cash flow information related to leases Nine months ended September 30, 2021 2020 Leasing activity in cash flows from operating activities: Payments under operating leases (363,600 ) (185,388 ) Interest payments on finance lease liabilities (5,365 ) (27,585 ) Total leasing activity in cash flows from operating activities (368,965 ) (212,973 ) Leasing activity in cash flows from financing activities: Principal payments on finance lease liabilities (72,386 ) (259,231 ) Total leasing activity in cash flows from financing activities: (72,386 ) (259,231 ) The weighted-average remaining lease terms and weighted-average discount rates for operating and finance leases at September 30, 2021 and December 31, 2020 were as follows: Schedule of weighted average remaining lease term and weighted average discount rate September 30, December 31, 2021 2020 Weighted average remaining lease term (years) - operating leases 2.4 2.6 Weighted average remaining lease term (years) - finance leases 0.8 1.1 Weighted average discount rate - operating leases 6.37 % 6.52 % Weighted average discount rate - finance leases 3.09 % 3.95 % The future annual minimum lease payments required under the Company’s operating and finance lease liabilities as of September 30, 2021 are as follows: Schedule of future annual minimum cash payments required under operating lease Operating Finance Future minimum lease payments Leases Leases Total 2021 $ 107,567 $ 24,826 $ 132,393 2022 420,694 177,626 598,320 2023 381,537 46,983 428,520 2024 84,736 - 84,736 2025 5,387 - 5,387 Total future minimum lease payments 999,921 249,435 1,249,356 Less: Amount representing interest (72,772 ) (5,278 ) (78,050 ) Present value of lease liabilities 927,149 244,157 1,171,306 Less: current portion (376,602 ) (155,508 ) (532,110 ) Long-term portion $ 550,547 $ 88,649 $ 639,196 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 8. PROPERTY AND EQUIPMENT Property and equipment consist of the following at: Schedule of property and equipment September 30, December 31, 2021 2020 Property and equipment $ 3,498,603 $ 1,103,301 Less: accumulated depreciation (1,043,689 ) (523,924 ) Total $ 2,454,914 $ 579,377 Depreciation expense amounted to $ 519,765 82,180 |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | 9. GOODWILL AND INTANGIBLES Goodwill consists of $ 14,851,635 resulting from the excess of the consideration paid and the fair value of net tangible and intangible assets acquired from the Func Food Acquisition, including an immaterial correction further detailed in Note 2 above. Intangible assets consist of acquired customer relationships and brands from the Func Food Acquisition. The following table reflects our indefinite-lived intangible assets and our definite-lived intangible assets and related accumulated amortization as of September 30, 2021 and December 31, 2020, respectively: Schedule of accumulated amortization of intangible assets September 30, December 31, 2021 2020 Definite-lived intangible assets Customer relationships $ 14,525,741 $ 14,050,000 Less: accumulated amortization (978,275 ) (582,917 ) Definite-lived intangible assets, net $ 13,547,466 $ 13,467,083 Indefinite-lived intangible assets Brands $ 3,264,296 $ 3,123,000 Total Intangibles $ 16,811,762 $ 16,590,083 Customer relationships are amortized over an estimated useful life of 25 445,000 429,000 Other fluctuations in the amounts of goodwill and intangible assets are due to currency translation adjustments. The following is the future estimated annualized amortization expense related to customer relationships: Schedule future estimated amortization expense As of September 30, 2021: 2021 $ 117,000 2022 562,000 2023 562,000 2024 562,000 2025 562,000 Thereafter 11,182,466 Total Total $ 13,547,466 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at: Schedule of accounts payable and accrued expenses September 30, December 31, 2021 2020 Accounts payable $ 41,097,808 $ 11,854,421 Accrued expenses 29,056,893 7,997,269 Accrued promotional allowances 21,776,892 5,561,063 Total $ 91,931,593 $ 25,412,753 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | 11. OTHER CURRENT LIABILITIES Other current liabilities consist of the following at: Schedule of other current liabilities September 30, December 31, 2021 2020 Other Liabilities-State Beverage Container Deposit $ 957,627 $ 425,232 Total $ 957,627 $ 425,232 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS The Company’s office is rented from a company affiliated with CD Financial, LLC which is controlled by one of our major shareholders. The current lease expires on January 2024 with monthly base rent of $ 17,295 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 13. STOCKHOLDERS’ EQUITY Issuance of common stock pursuant to exercise of stock options During the nine months ended September 30, 2021, the Company issued an aggregate of 1,349,142 3,242,073 826,994 During the nine months ended September 30, 2020, the Company issued an aggregate of 1,272,336 2,296,343 875,576 June 2021 Public Offering On June 9, 2021, the Company and certain selling stockholders (the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with UBS Securities LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to the sale of 6,518,267 0.001 62.50 977,740 133,953 6,257,455 67,769,386 375,447,300 The Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the Company and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock for 90 days after June 9, 2021 without first obtaining the written consent of the Representatives. Issuance of common stock pursuant to private placement On August 25, 2020 the Company issued 1,437,909 22,000,000 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14. INCOME TAXES The effective income tax rate was 10.2 % for the nine months ended September 30, 2021. The effective income tax rate differed from the statutory federal income tax rate of 21 % primarily due to the impact of state income tax reserves for states in which the Company has nexus as well as the net operating loss carryforwards. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 15. STOCK-BASED COMPENSATION The Company adopted an Incentive Stock Plan on January 18, 2007. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. While the plan terminates 10 2.5 3.5 3.5 4.25 4.25 4.6 4.6 5.1 The Company adopted the 2015 Stock Incentive Plan on April 30, 2015. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. The 2015 Plan permits the grant of options and shares for up to 5,000,000 In addition, there is a provision for an annual increase of 15% of the shares pertaining to the 2015 plan that are outstanding 4.1 Under the 2015 Stock Incentive Plan, the Company has issued options to purchase approximately 4.0 7.13 3.29 304,750 495,274 For the nine months ended September 30, 2021 and 2020, the Company recognized approximately $ 13.4 4.7 9.1 2.1 The Company used straight-line amortization of compensation expense over the two to three-year requisite service or vesting period of the grant. The Company recognizes forfeitures as they occur. There are options to purchase approximately 2.27 million shares that have vested as of September 30, 2021. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black-Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following: Schedule of black - scholes option-pricing model valuation assumption Nine months ended 2021 2020 Expected volatility 69.18 81.11 % 69.18 81.11 % Expected term 4.49 5 4.84 5 Risk-free interest rate 0.32 1.39 % 0.23 1.39 % Forfeiture Rate 0.00 % 0.00 % The expected volatility was determined with reference to the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant. A summary of the status of the Company’s outstanding stock options as of September 30, 2021 and changes during the period ending on that date is as follows: Schedule of outstanding stock options Weighted Average Weighted Shares Exercise Grant Date Fair Aggregate Intrinsic Average Remaining (000’s) Price Value Value (000’s) Term (Yrs) Options At December 31, 2020 5,198 $ 4.23 $ 240,866 6.89 Granted 305 $ 42.37 $ 30.32 Exercised (1,292 ) $ 3.84 $ 73.91 $ 72,192 Forfeiture and cancelled (242 ) $ 6.71 At September 30, 2021 3,969 $ 7.13 $ 329,231 6.32 Exercisable at September 30, 2021 2,271 $ 4.09 $ 195,273 5.02 The following table summarizes information about employee stock options outstanding at September 30, 2021: Schedule of employee stock options outstanding Outstanding Options Vested Options Number Number Outstanding Weighted Weighted Exercisable Weighted Weighted Range of at Averaged Averaged at Averaged Averaged Exercise September 30, Remaining Exercise September 30, Exercise Remaining Price 2021 (000’s) Life Price 2021 (000’s) Price Life $0.20 - $0.53 20 2.33 $ 0.34 20 $ 0.34 2.33 $0.65 - $1.80 100 3.41 $ 1.05 100 $ 1.05 3.41 $1.83 - $2.84 112 4.27 $ 1.97 112 $ 1.97 4.27 $3.20 - $6.20 3,354 6.17 $ 4.10 2.019 4.29 5.13 $7.20-$60.00 383 9.18 37.04 20 14.53 8.84 Outstanding options 3,969 6.32 $ 7.13 2.271 $ 4.09 5.02 As of September 30, 2021, the Company had approximately $9.1 million of unrecognized pre-tax non-cash compensation expense related to options to purchase shares, which the Company expects to recognize, based on a weighted-average period of 2.1 years. Restricted Stock Awards Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. The holders of a restricted stock award are generally entitled after the release to transact and obtain the same rights as rights of a shareholder of the Company, including the right to vote the shares. The holders of unvested restricted stock awards do not have the same rights as shareholders 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 awards that vest over time is established by the market price on the date of its grant. A summary of the Company’s restricted stock activity for the nine months ended September 30, 2021 and 2020 is presented in the following table: Schedule of restricted stock activity For the nine months ended September 30, September 30, Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period 66,229 $ 28.11 90,000 $ 3.23 Transfers to restricted stock units (45,871 ) 34.02 - - Granted 92,444 14.72 Vested (19,429 ) 14.79 (18,582 ) 14.72 Forfeiture and cancelled (671 ) 14.72 - - Unvested at end of period 258 $ 14.72 163,862 $ 8.41 The total fair value of shares vested during the nine months ended September 30, 2021 and 2020 was $ 1.3 0.5 1,600 10 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 holders of unvested units do not have the same rights as shareholders 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 nine months ended September 30, 2021 and 2020 is presented in the following table: For the nine months ended September 30, September 30, Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period - $ - - $ - Transfers from restricted stock awards 45,871 34.02 - Granted 546,525 52.27 - - Vested (1,334 ) 69.63 - - Forfeiture and cancelled (14,900 ) 50.67 Unvested at end of period 576,162 $ 50.82 - $ - The total fair value of shares vested during the nine months ended September 30, 2021 was $ 90,000 20.8 2.6 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES In November of 2020, McGovern Capital, Inc. and Kevin McGovern (collectively “McGovern”) filed a claim in arbitration related to its Representative Agreement with Celsius Holdings, Inc. as amended by the first amendment dated August 6, 2016. Pursuant to the Representative Agreement, McGovern is entitled to receive a fee of three percent (3%) of “Net Revenues” received by the Company from sales of the Company’s Products in the People’s Republic of China for a period of four years from Initial Commercial Sale (which was September 1, 2017). “Net Revenues” are defined in the Representative Agreement as “the Company’s revenues net of actual discounts applied, credits and returns.” Effective January 1, 2019, the Company restructured its China operations from a distribution arrangement with Qifeng Food Technology (Beijing) Co. Ltd. (“Qifeng”), to a license and royalty arrangement and a loan, pursuant to which Qifeng will market and distribute the Company’s products in China, and Celsius will receive an annual royalty payment. The Company intends to pay McGovern its percentage of the annual royalty payment, but McGovern has objected claiming that McGovern is entitled to be paid commissions on the entire royalty payment and the amount of the loan to Qifeng. The Company intends to defend against McGovern’s claims vigorously and has filed a counterclaim related to McGovern’s failure to comply with the covenant of good faith and fair dealing in the Representative Agreement. This matter is still in its early stages and the Company is unable to predict the outcome at this time. In March of 2019, Daniel Prescod filed a putative class action lawsuit against the Company in the Superior Court for the State of California, County of Los Angeles, Case Number 19STCV09321, filed on March 19, 2019, (the “Prescod Litigation”). Daniel Prescod asserts that the Company’s use of citric acid in its products while simultaneously claiming “no preservatives” violates California Consumer Legal Remedies Act, California Business and Professions Code Section 17200, et seq., and California Business and Professions Code Section 17500, et seq., because citric acid acts as a preservative. The Company does not use citric acid as a preservative in its products, but rather as a flavoring, and therefore it believes that its “no preservatives” claim is fair and not deceptive. A motion to certify the case as a class action was filed and on August 2, 2021, that motion was granted. However, the Company also has a motion for summary adjudication pending and that motion would be dispositive of plaintiff’s claims if granted. No fact discovery has been conducted on the merits and this matter is still in its initial stages. The Company intends to contest the claims vigorously on the merits. Since merits discovery is still in its initial stages, we are unable to predict the outcome at this time. On January 8, 2021, we 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. On August 20, 2021, the SEC issued a subpoena for production of documents in connection with the matter. Neither the January 8, 2021 SEC letter nor the August 20, 2021 subpoena means that the SEC has concluded that the Company or anyone else has violated the federal securities laws. We have cooperated and will continue to cooperate with the SEC staff in its investigation. At this time, however, we cannot predict the length, scope, or results of the investigation or the impact, if any, of the investigation on our results of operations. In addition to the foregoing, from time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. The Company has entered into distribution agreements with liquidated damages in case the Company cancels the distribution agreements without Cause. Cause has been defined in various ways. It is management’s belief that no such agreement has created any liability as of September 30, 2021. Additionally, our business and results of operations may be adversely affected by the pandemic and public health crises related to the COVID-19 outbreak which is affecting the macro-economic environment. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS None |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation US GAAP |
Significant Estimates | Significant Estimates |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation |
Segment Reporting | Segment Reporting |
Concentrations of Risk | Concentrations of Risk The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit. At September 30, 2021, the Company had approximately $9.3 million in excess of the insurance protection provided by financial institutions. For the nine months ended September 30, 2021 and 2020, the Company had the following 10 percent or greater concentrations of revenue with its customers. The following customers met or exceeded 10% of our revenue for both or either the nine months ended September 30, 2021 and 2020, respectively. The below table reflects this customer’s evolution as a percentage of our total revenue for the nine months ended September 30, 2021 and 2020: Schedule of revenue & accounts receivable with customers 2021 2020 Amazon 10.0 % 16.6 % Costco 11.3 % 2.6 % All other 78.7 % 80.8 % Total 100.0 % 100.0 % At September 30, 2021 and December 31, 2020, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2021 2020 Amazon 12.6 % 11.4 % Costco 11.4 % 6.6 % All other 76.0 % 82.0 % Total 100.0 % 100.0 % Cash Equivalents |
Accounts Receivable | Accounts Receivable 342,312 549,573 |
Inventories | Inventories 1,625,289 1,613,000 |
Property and Equipment | Property and Equipment |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets charges |
Long-lived Asset Geographic Data | Long-lived Asset Geographic Data The following table sets forth long-lived asset information, which includes property and equipment and right-of-use assets and excludes goodwill and intangibles, where individual countries represent a significant portion of the total: Schedule of long-lived asset geographic data September 30, December 31, 2021 2020 United States $ 2,338,295 $ 694,697 Sweden 776,420 431,959 Finland 335,785 450,878 Long-lived assets related to foreign operations 1,112,205 882,837 Total long-lived assets-net $ 3,450,500 $ 1,577,534 |
Goodwill | Goodwill |
Intangible assets | Intangible assets |
Revenue Recognition | Revenue Recognition |
Customer Advances | Customer Advances no |
Advertising Costs | Advertising Costs 23.8 9.6 |
Research and Development | Research and Development 0.7 0.3 |
Foreign Currency Gain/Losses | Foreign Currency Gain/Losses 451,000 647,000 1,367,000 113,000 Chinese-Yuan Norwegian-Krone Swedish-Krona Finland-Euro |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value Measurements Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Other than these noted previously, the Company did not have any other assets or liabilities measured at fair value at September 30, 2021 and December 31, 2020. |
Income Taxes | Income Taxes Accounting for Uncertain Income Tax Positions. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 The Company has adopted ASC 740-10-25 Definition of Settlement, |
Earnings per Share | Earnings per Share Schedule of anti-dilutive shares For the three months For the nine months 2021 2020 2021 2020 Net income $ 2,745,791 $ 4,753,603 $ 7,291,559 $ 6,857,988 Income per share: Basic $ 0.04 $ 0.07 $ 0.10 $ 0.10 Diluted $ 0.03 $ 0.06 $ 0.09 $ 0.09 Weighted average shares outstanding: Basic 74,609,195 70,473,351 73,758,731 70,184,071 Effect of dilutive shared based awards 3,864,671 4,374,888 4,023,728 3,340,138 Diluted 78,473,866 74,848,239 77,782,459 73,524,209 |
Share-Based Payments | Share-Based Payments 4.1 |
Cost of Sales | Cost of Sales |
Operating Expenses | Operating Expenses |
Shipping and Handling Costs | Shipping and Handling Costs 18.1 6.5 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. Topic 326 is effective for the Company for fiscal years and interim reporting periods within those years beginning after December 15, 2022. Early adoption is permitted for interim and annual periods beginning December 15, 2019. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. In December 2019, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update on income taxes. The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The Company adopted this standard effective January 1, 2021. The adoption of this standard did not have a material impact on the Company's consolidated financial position, results of operations and cash flows. Except for the updates previously disclosed above, all new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position. |
Liquidity | Liquidity 48,135,273 7,291,559 52,063,949 If our sales volumes do not meet our projections, expenses exceed our expectations, or our plans change, we may be unable to generate enough cash flow from operations to cover our working capital requirements. In such case, we may be required to adjust our business plan, by reducing marketing, lower our working capital requirements and reduce other expenses or seek additional financing. Furthermore, our business and results of operations may be adversely affected by changes in the global macro-economic environment related to the pandemic and public health crises related to the COVID-19 outbreak. Correction of Immaterial Errors |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of revenue & accounts receivable with customers | Schedule of revenue & accounts receivable with customers 2021 2020 Amazon 10.0 % 16.6 % Costco 11.3 % 2.6 % All other 78.7 % 80.8 % Total 100.0 % 100.0 % At September 30, 2021 and December 31, 2020, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2021 2020 Amazon 12.6 % 11.4 % Costco 11.4 % 6.6 % All other 76.0 % 82.0 % Total 100.0 % 100.0 % |
Schedule of long-lived asset geographic data | Schedule of long-lived asset geographic data September 30, December 31, 2021 2020 United States $ 2,338,295 $ 694,697 Sweden 776,420 431,959 Finland 335,785 450,878 Long-lived assets related to foreign operations 1,112,205 882,837 Total long-lived assets-net $ 3,450,500 $ 1,577,534 |
Schedule of anti-dilutive shares | Schedule of anti-dilutive shares For the three months For the nine months 2021 2020 2021 2020 Net income $ 2,745,791 $ 4,753,603 $ 7,291,559 $ 6,857,988 Income per share: Basic $ 0.04 $ 0.07 $ 0.10 $ 0.10 Diluted $ 0.03 $ 0.06 $ 0.09 $ 0.09 Weighted average shares outstanding: Basic 74,609,195 70,473,351 73,758,731 70,184,071 Effect of dilutive shared based awards 3,864,671 4,374,888 4,023,728 3,340,138 Diluted 78,473,866 74,848,239 77,782,459 73,524,209 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Schedule of net sales by reporting segment | Schedule of net sales by reporting segment For the nine months ended September 30, September 30, 2021 2020 North America $ 177,093,834 $ 67,083,888 Europe 30,695,477 26,799,756 Asia 1,861,130 868,915 Other 366,861 308,706 Net sales $ 210,017,302 $ 95,061,265 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories September 30, December 31, 2021 2020 Finished goods $ 81,377,525 $ 15,334,386 Raw Materials 42,559,209 4,682,291 Less: Inventory allowance for excess and obsolete products (1,625,289 ) (1,613,055 ) Inventories $ 122,311,445 $ 18,403,622 |
NOTE RECEIVABLE (Tables)
NOTE RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Note Receivable | |
Schedule of note receivable | Schedule of note receivable September 30, December 31, 2021 2020 Note receivable-current $ 2,543,225 $ 1,885,887 Note receivable-non-current 6,993,869 9,429,437 Total Note receivable $ 9,537,094 $ 11,315,324 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Schedule of components of lease costs | Schedule of components of lease costs Three months ended Three months ended September 30, September 30, Operating Finance Operating Finance Leases Leases Leases Leases Lease cost in general and administrative expenses: Operating lease expense $ 124,885 $ - $ 104,380 $ - Amortization of finance lease ROU assets - 34,129 - 49,713 Total lease cost in general and administrative expenses 124,885 34,129 104,380 49,713 Lease cost in other expense: Interest on finance lease liabilities - 2,397 - 21,530 Total lease cost in other expense - 2,397 - 21,530 Total lease cost $ 124,885 $ 36,526 $ 104,380 $ 71,243 Nine months ended Nine months ended September 30, September 30, Operating Finance Operating Finance Leases Leases Leases Leases Lease cost in general and administrative expenses: Operating lease expense $ 366,863 $ - $ 297,459 $ Amortization of finance lease ROU assets - 106,122 - 289,277 Total lease cost in general and administrative expenses 366,863 106,122 297,459 289,277 Lease cost in other expense: Interest on finance lease liabilities - 5,365 - 27,585 Total lease cost in other expense - 5,365 - 27,585 Total lease cost $ 366,863 $ 111,487 $ 297,459 $ 316,862 |
Schedule of cash flow information related to leases | Schedule of cash flow information related to leases Nine months ended September 30, 2021 2020 Leasing activity in cash flows from operating activities: Payments under operating leases (363,600 ) (185,388 ) Interest payments on finance lease liabilities (5,365 ) (27,585 ) Total leasing activity in cash flows from operating activities (368,965 ) (212,973 ) Leasing activity in cash flows from financing activities: Principal payments on finance lease liabilities (72,386 ) (259,231 ) Total leasing activity in cash flows from financing activities: (72,386 ) (259,231 ) |
Schedule of weighted average remaining lease term and weighted average discount rate | Schedule of weighted average remaining lease term and weighted average discount rate September 30, December 31, 2021 2020 Weighted average remaining lease term (years) - operating leases 2.4 2.6 Weighted average remaining lease term (years) - finance leases 0.8 1.1 Weighted average discount rate - operating leases 6.37 % 6.52 % Weighted average discount rate - finance leases 3.09 % 3.95 % |
Schedule of future annual minimum cash payments required under operating lease | Schedule of future annual minimum cash payments required under operating lease Operating Finance Future minimum lease payments Leases Leases Total 2021 $ 107,567 $ 24,826 $ 132,393 2022 420,694 177,626 598,320 2023 381,537 46,983 428,520 2024 84,736 - 84,736 2025 5,387 - 5,387 Total future minimum lease payments 999,921 249,435 1,249,356 Less: Amount representing interest (72,772 ) (5,278 ) (78,050 ) Present value of lease liabilities 927,149 244,157 1,171,306 Less: current portion (376,602 ) (155,508 ) (532,110 ) Long-term portion $ 550,547 $ 88,649 $ 639,196 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment September 30, December 31, 2021 2020 Property and equipment $ 3,498,603 $ 1,103,301 Less: accumulated depreciation (1,043,689 ) (523,924 ) Total $ 2,454,914 $ 579,377 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of accumulated amortization of intangible assets | Schedule of accumulated amortization of intangible assets September 30, December 31, 2021 2020 Definite-lived intangible assets Customer relationships $ 14,525,741 $ 14,050,000 Less: accumulated amortization (978,275 ) (582,917 ) Definite-lived intangible assets, net $ 13,547,466 $ 13,467,083 Indefinite-lived intangible assets Brands $ 3,264,296 $ 3,123,000 Total Intangibles $ 16,811,762 $ 16,590,083 |
Schedule future estimated amortization expense | Schedule future estimated amortization expense As of September 30, 2021: 2021 $ 117,000 2022 562,000 2023 562,000 2024 562,000 2025 562,000 Thereafter 11,182,466 Total Total $ 13,547,466 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Schedule of accounts payable and accrued expenses September 30, December 31, 2021 2020 Accounts payable $ 41,097,808 $ 11,854,421 Accrued expenses 29,056,893 7,997,269 Accrued promotional allowances 21,776,892 5,561,063 Total $ 91,931,593 $ 25,412,753 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | Schedule of other current liabilities September 30, December 31, 2021 2020 Other Liabilities-State Beverage Container Deposit $ 957,627 $ 425,232 Total $ 957,627 $ 425,232 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of black - scholes option-pricing model valuation assumption | Schedule of black - scholes option-pricing model valuation assumption Nine months ended 2021 2020 Expected volatility 69.18 81.11 % 69.18 81.11 % Expected term 4.49 5 4.84 5 Risk-free interest rate 0.32 1.39 % 0.23 1.39 % Forfeiture Rate 0.00 % 0.00 % |
Schedule of outstanding stock options | Schedule of outstanding stock options Weighted Average Weighted Shares Exercise Grant Date Fair Aggregate Intrinsic Average Remaining (000’s) Price Value Value (000’s) Term (Yrs) Options At December 31, 2020 5,198 $ 4.23 $ 240,866 6.89 Granted 305 $ 42.37 $ 30.32 Exercised (1,292 ) $ 3.84 $ 73.91 $ 72,192 Forfeiture and cancelled (242 ) $ 6.71 At September 30, 2021 3,969 $ 7.13 $ 329,231 6.32 Exercisable at September 30, 2021 2,271 $ 4.09 $ 195,273 5.02 |
Schedule of employee stock options outstanding | Schedule of employee stock options outstanding Outstanding Options Vested Options Number Number Outstanding Weighted Weighted Exercisable Weighted Weighted Range of at Averaged Averaged at Averaged Averaged Exercise September 30, Remaining Exercise September 30, Exercise Remaining Price 2021 (000’s) Life Price 2021 (000’s) Price Life $0.20 - $0.53 20 2.33 $ 0.34 20 $ 0.34 2.33 $0.65 - $1.80 100 3.41 $ 1.05 100 $ 1.05 3.41 $1.83 - $2.84 112 4.27 $ 1.97 112 $ 1.97 4.27 $3.20 - $6.20 3,354 6.17 $ 4.10 2.019 4.29 5.13 $7.20-$60.00 383 9.18 37.04 20 14.53 8.84 Outstanding options 3,969 6.32 $ 7.13 2.271 $ 4.09 5.02 |
Schedule of restricted stock activity | Schedule of restricted stock activity For the nine months ended September 30, September 30, Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period 66,229 $ 28.11 90,000 $ 3.23 Transfers to restricted stock units (45,871 ) 34.02 - - Granted 92,444 14.72 Vested (19,429 ) 14.79 (18,582 ) 14.72 Forfeiture and cancelled (671 ) 14.72 - - Unvested at end of period 258 $ 14.72 163,862 $ 8.41 The total fair value of shares vested during the nine months ended September 30, 2021 and 2020 was $ 1.3 0.5 1,600 10 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 holders of unvested units do not have the same rights as shareholders 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 nine months ended September 30, 2021 and 2020 is presented in the following table: For the nine months ended September 30, September 30, Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period - $ - - $ - Transfers from restricted stock awards 45,871 34.02 - Granted 546,525 52.27 - - Vested (1,334 ) 69.63 - - Forfeiture and cancelled (14,900 ) 50.67 Unvested at end of period 576,162 $ 50.82 - $ - |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | |||
Product Information [Line Items] | |||
Total | 100.00% | 100.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Total | 10.00% | 16.60% | |
Revenue Benchmark [Member] | Customer Concentration Risk Two [Member] | |||
Product Information [Line Items] | |||
Total | 11.30% | 2.60% | |
Revenue Benchmark [Member] | Customer Concentration Risk Three [Member] | |||
Product Information [Line Items] | |||
Total | 78.70% | 80.80% | |
Accounts Receivable [Member] | |||
Product Information [Line Items] | |||
Total | 100.00% | 100.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Total | 12.60% | 11.40% | |
Accounts Receivable [Member] | Customer Concentration Risk Two [Member] | |||
Product Information [Line Items] | |||
Total | 11.40% | 6.60% | |
Accounts Receivable [Member] | Customer Concentration Risk Three [Member] | |||
Product Information [Line Items] | |||
Total | 76.00% | 82.00% |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Total long-lived assets | $ 1,112,205 | $ 882,837 |
Long-lived assets related to foreign operations | 3,450,500 | 1,577,534 |
UNITED STATES | ||
Total long-lived assets | 2,338,295 | 694,697 |
SWEDEN | ||
Long-lived assets related to foreign operations | 776,420 | 431,959 |
FINLAND | ||
Long-lived assets related to foreign operations | $ 335,785 | $ 450,878 |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Accounting Policies [Abstract] | |||||
Net income | $ 2,745,791 | $ 4,753,603 | $ 7,291,559 | $ 6,857,988 | |
Income per share: | |||||
Basic | $ 0.04 | $ 0.07 | $ 0.10 | $ 0.10 | |
Diluted | $ 0.03 | $ 0.06 | $ 0.09 | $ 0.09 | |
Weighted average shares outstanding: | |||||
Basic | 74,609,195 | 70,473,351 | 73,758,731 | 70,184,071 | |
Effect of dilutive shared based awards | 3,864,671 | 4,374,888 | 4,023,728 | 3,340,138 | |
Diluted | [1] | 78,473,866 | 74,848,239 | 77,782,459 | 73,524,209 |
[1] | Please refer to Earnings Per Share section for further details. |
BASIS OF PRESENTATION AND SUM_7
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |||||
Allowance for doubtful accounts | $ 342,312 | $ 342,312 | $ 549,573 | ||
Inventory reserve | 1,625,289 | 1,625,289 | 1,613,000 | ||
Customer advances | $ 0 | 0 | 0 | ||
Advertising expense | 23,800,000 | $ 9,600,000 | |||
Research and development expense | 700,000 | 300,000 | |||
Exchange losses | 451,000 | ||||
Recognized foreign currency gains | 647,000 | ||||
Foreign Currency Translation | $ 1,367,000 | 113,000 | |||
Income tax benefit | 0.50 | ||||
Number of shares available | shares | 4,100,000 | 4,100,000 | |||
Freight expense | $ 18,100,000 | 6,500,000 | |||
Accumulated deficit | $ 48,135,273 | 48,135,273 | $ 55,426,832 | ||
Net income | $ 2,745,791 | $ 4,753,603 | 7,291,559 | 6,857,988 | |
Net cash used in operating activities | $ 52,063,949 | $ (3,843,510) |
REVENUE (Details)
REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net sales | $ 94,909,100 | $ 36,839,149 | $ 210,017,302 | $ 95,061,265 |
North America [Member] | ||||
Net sales | 177,093,834 | 67,083,888 | ||
Europe [Member] | ||||
Net sales | 30,695,477 | 26,799,756 | ||
Asia [Member] | ||||
Net sales | 1,861,130 | 868,915 | ||
Other [Member] | ||||
Net sales | $ 366,861 | $ 308,706 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | $ 94,909,100 | $ 36,839,149 | $ 210,017,302 | $ 95,061,265 |
License Agreement [Member] | ||||
Revenues | $ 570,000,000 | |||
Term of agreement | 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 $6.6 million, and then are subject to annual guaranteed minimums over the remaining term of the agreement. | |||
Royalty fees | $ 6,600,000 | |||
Foreign Revenues [Member] | ||||
Revenues | 32,900,000 | 28,000,000 | ||
Foreign Revenues [Member] | SWEDEN | ||||
Revenues | $ 21,100,000 | $ 19,200,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 81,377,525 | $ 15,334,386 |
Raw Materials | 42,559,209 | 4,682,291 |
Less: Inventory allowance for excess and obsolete products | (1,625,289) | (1,613,055) |
Inventories | $ 122,311,445 | $ 18,403,622 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expenses And Other Current Assets | ||
Prepaid Expense and Other Assets, Current | $ 22,829,510 | $ 14,626,922 |
Customer advances | $ 8,200,000 |
NOTE RECEIVABLE (Details)
NOTE RECEIVABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Note Receivable | ||
Note receivable-current | $ 2,543,225 | $ 1,885,887 |
Note receivable-non-current | 6,993,869 | 9,429,437 |
Total Note receivable | $ 9,537,094 | $ 11,315,324 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Note Receivable description | Scheduled principal payments plus accrued interest are due annually on March 31 of each year starting in 2020. The Note is recorded at amortized cost basis and accrues interest at a rate per annum equal to the weighted average of 5% of the outstanding principal up to $5 million and 2% of the outstanding principal above $5 million. |
Weighted average interest rate | 3.21% |
Interest income | $ 240,000,000 |
Instalment collateral shares | shares | 272,830 |
Investment Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Payment for royalty fees | $ 6,600,000 |
LEASES (Details)
LEASES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Leases [Member] | ||||
Operating lease expense | $ 124,885 | $ 104,380 | $ 366,863 | $ 297,459 |
Amortization of finance lease ROU assets | ||||
Total lease cost in general and administrative expenses | 124,885 | 104,380 | 366,863 | 297,459 |
Interest on finance lease liabilities | ||||
Total lease cost in other expense | ||||
Total lease cost | 124,885 | 104,380 | 366,863 | 297,459 |
Finance Leases [Member] | ||||
Operating lease expense | ||||
Amortization of finance lease ROU assets | 34,129 | 49,713 | 106,122 | 289,277 |
Total lease cost in general and administrative expenses | 34,129 | 49,713 | 106,122 | 289,277 |
Interest on finance lease liabilities | 2,397 | 21,530 | 5,365 | 27,585 |
Total lease cost in other expense | 2,397 | 21,530 | 5,365 | 27,585 |
Total lease cost | $ 36,526 | $ 71,243 | $ 111,487 | $ 316,862 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases | ||
Payments under operating leases | $ (363,600) | $ (185,388) |
Interest payments on finance lease liabilities | (5,365) | (27,585) |
Total leasing activity in cash flows from operating activities | (368,965) | (212,973) |
Principal payments on finance lease liabilities | (72,386) | (259,231) |
Total leasing activity in cash flows from financing activities: | $ (72,386) | $ (259,231) |
LEASES (Details 2)
LEASES (Details 2) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases [Member] | ||
Weighted average remaining lease term (years) | 2 years 4 months 24 days | 2 years 7 months 6 days |
Weighted average discount rate | 6.37% | 6.52% |
Finance Leases [Member] | ||
Weighted average remaining lease term (years) | 9 months 18 days | 1 year 1 month 6 days |
Weighted average discount rate | 3.09% | 3.95% |
LEASES (Details 3)
LEASES (Details 3) | Sep. 30, 2021USD ($) |
2021 | $ 132,393 |
2022 | 598,320 |
2023 | 428,520 |
2024 | 84,736 |
2025 | 5,387 |
Total future minimum lease payments | 1,249,356 |
Less: Amount representing interest | (78,050) |
Present value of lease liabilities | 1,171,306 |
Less: current portion | (532,110) |
Long-term portion | 639,196 |
Operating Leases [Member] | |
2021 | 107,567 |
2022 | 420,694 |
2023 | 381,537 |
2024 | 84,736 |
2025 | 5,387 |
Total future minimum lease payments | 999,921 |
Less: Amount representing interest | (72,772) |
Present value of lease liabilities | 927,149 |
Less: current portion | (376,602) |
Long-term portion | 550,547 |
Finance Leases [Member] | |
2021 | 24,826 |
2022 | 177,626 |
2023 | 46,983 |
2024 | |
2025 | |
Total future minimum lease payments | 249,435 |
Less: Amount representing interest | (5,278) |
Present value of lease liabilities | 244,157 |
Less: current portion | (155,508) |
Long-term portion | $ 88,649 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 3,498,603 | $ 1,103,301 |
Less: accumulated depreciation | (1,043,689) | (523,924) |
Total | $ 2,454,914 | $ 579,377 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 519,765 | $ 82,180 |
GOODWILL AND INTANGIBLES (Detai
GOODWILL AND INTANGIBLES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Definite-lived intangible assets | ||
Customer relationships | $ 14,525,741 | $ 14,050,000 |
Less: accumulated amortization | (978,275) | (582,917) |
Definite-lived intangible assets, net | 13,547,466 | 13,467,083 |
Indefinite-lived intangible assets | ||
Brands | 3,264,296 | 3,123,000 |
Total Intangibles | $ 16,811,762 | $ 16,590,083 |
GOODWILL AND INTANGIBLES (Det_2
GOODWILL AND INTANGIBLES (Details 1) | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 117,000 |
2022 | 562,000 |
2023 | 562,000 |
2024 | 562,000 |
2025 | 562,000 |
Thereafter | 11,182,466 |
Total | $ 13,547,466 |
GOODWILL AND INTANGIBLES (Det_3
GOODWILL AND INTANGIBLES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets, Net (Including Goodwill) | $ 14,851,635 | |
Amortized over estimated useful life | 25 years | |
Amortization expense | $ 445,000 | $ 429,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 41,097,808 | $ 11,854,421 |
Accrued expenses | 29,056,893 | 7,997,269 |
Accrued promotional allowances | 21,776,892 | 5,561,063 |
Total | $ 91,931,593 | $ 25,412,753 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Other Liabilities-State Beverage Container Deposit | $ 957,627 | $ 425,232 |
Total | $ 957,627 | $ 425,232 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
CD Financial, LLC [Member] | Majority Shareholder [Member] | Building [Member] | |
Related Party Transaction [Line Items] | |
Monthly expense | $ 17,295 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jun. 14, 2021 | Jun. 09, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 25, 2021 | Aug. 25, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from Options exercised | $ 3,242,073 | $ 2,296,343 | |||||
Number of options exercised | 1,292 | ||||||
Sales of common stock | 6,518,267 | ||||||
Share price | $ 0.001 | ||||||
Public offering price | $ 62.50 | ||||||
Additional share purchase | 977,740 | ||||||
Proceeds from sale of common stock | $ 21,983,116 | ||||||
Private Placement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued | 1,437,909 | ||||||
Cash received | $ 22,000,000 | ||||||
Selling Stockholders [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sales of common stock | 6,257,455 | ||||||
Proceeds from sale of common stock | $ 375,447,300 | ||||||
Company [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sales of common stock | 133,953 | ||||||
Proceeds from sale of common stock | $ 67,769,386 | ||||||
Stock Incentive Plan 2015 [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of option shares granted | 1,349,142 | 1,272,336 | |||||
Proceeds from Options exercised | $ 3,242,073 | $ 2,296,343 | |||||
Number of options exercised | 826,994 | 875,576 | |||||
Shares issued | 4,000,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 10.20% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 21.00% |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Forfeiture Rate | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 69.18% | 69.18% |
Risk-free interest rate | 4 years 5 months 26 days | 4 years 10 months 2 days |
Risk-free interest rate | 0.32% | 0.23% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 81.11% | 81.11% |
Risk-free interest rate | 5 years | 5 years |
Risk-free interest rate | 1.39% | 1.39% |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Options outstanding Balance at beginning | shares | 5,198 |
Weighted Average Exercise Price, Balance at beginning | $ 4.23 |
Aggregate Intrinsic Value Balance at beginning | $ | $ 240,866 |
Weighted Average Remaining Term Beginning Balance | 6 years 10 months 20 days |
Options outstanding, Granted | shares | 305 |
Weighted Average Exercise Price, Granted | $ 42.37 |
Weighted Average Grant Date Fair Value Granted | $ 30.32 |
Options outstanding, Exercised | shares | (1,292) |
Weighted Average Exercise Price, Exercised | $ 3.84 |
Weighted Average Grant Date Fair Value Exercised | $ 73.91 |
Aggregate Intrinsic Value Exercised | $ | $ 72,192 |
Options outstanding, Forfeiture and cancelled | shares | (242) |
Weighted Average Exercise Price, Forfeiture and cancelled | $ 6.71 |
Options outstanding, Balance at end | shares | 3,969 |
Weighted Average Exercise Price, Balance at end | $ 7.13 |
Aggregate Intrinsic Value Balance at end | $ | $ 329,231 |
Weighted Average Remaining Term Ending Balance | 6 years 3 months 25 days |
Options outstanding, Exercisable at end | shares | 2,271 |
Weighted Average Exercise Price, Exercisable at end | $ 4.09 |
Aggregate Intrinsic Value Exercisable | $ | $ 195,273 |
Weighted Average Remaining Term, exercisable | 5 years 7 days |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding at end | shares | 3,969 |
Weighted Averaged Remaining Life | 6 years 3 months 25 days |
Weighted Averaged Exercise Price | $ / shares | $ 7.13 |
Number Exercisable at end | shares | 2.271 |
Weighted Averaged Exercise Price | $ / shares | $ 4.09 |
Weighted Averaged Remaining Life | 5 years 7 days |
Range Of Exercise Price 1 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding at end | shares | 20 |
Weighted Averaged Remaining Life | 2 years 3 months 29 days |
Weighted Averaged Exercise Price | $ / shares | $ 0.34 |
Number Exercisable at end | shares | 20 |
Weighted Averaged Exercise Price | $ / shares | $ 0.34 |
Weighted Averaged Remaining Life | 2 years 3 months 29 days |
Range Of Exercise Price 2 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding at end | shares | 100 |
Weighted Averaged Remaining Life | 3 years 4 months 28 days |
Weighted Averaged Exercise Price | $ / shares | $ 1.05 |
Number Exercisable at end | shares | 100 |
Weighted Averaged Exercise Price | $ / shares | $ 1.05 |
Weighted Averaged Remaining Life | 3 years 4 months 28 days |
Range Of Exercise Price 3 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding at end | shares | 112 |
Weighted Averaged Remaining Life | 4 years 3 months 7 days |
Weighted Averaged Exercise Price | $ / shares | $ 1.97 |
Number Exercisable at end | shares | 112 |
Weighted Averaged Exercise Price | $ / shares | $ 1.97 |
Weighted Averaged Remaining Life | 4 years 3 months 7 days |
Range Of Exercise Price 4 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding at end | shares | 3,354 |
Weighted Averaged Remaining Life | 6 years 2 months 1 day |
Weighted Averaged Exercise Price | $ / shares | $ 4.10 |
Number Exercisable at end | shares | 2.019 |
Weighted Averaged Exercise Price | $ / shares | $ 4.29 |
Weighted Averaged Remaining Life | 5 years 1 month 17 days |
Range Of Exercise Price 5 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding at end | shares | 383 |
Weighted Averaged Remaining Life | 9 years 2 months 4 days |
Weighted Averaged Exercise Price | $ / shares | $ 37.04 |
Number Exercisable at end | shares | 20 |
Weighted Averaged Exercise Price | $ / shares | $ 14.53 |
Weighted Averaged Remaining Life | 8 years 10 months 2 days |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details 3) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested at beginning of period | 66,229 | 90,000 |
Unvested at beginning of period (in Dollars per share) | $ 28.11 | $ 3.23 |
Transfers to restricted stock units | (45,871) | |
Restricted stock Transfers to restricted stock units(in Dollars per share) | $ 34.02 | |
Granted | 92,444 | |
Restricted stock granted (in Dollars per share) | $ 14.72 | |
Vested | (19,429) | (18,582) |
Restricted stock vested (in Dollars per share) | $ 14.79 | $ 14.72 |
Forfeiture and cancelled | (671) | |
Restricted stock Forfeiture and cancelled (in Dollars per share) | $ 14.72 | |
Forfeiture and cancelled | 671 | |
Unvested at end of period | 258 | 163,862 |
Unvested at end of period (in Dollars per share) | $ 14.72 | $ 8.41 |
Vested | 19,429 | 18,582 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested at beginning of period | ||
Unvested at beginning of period (in Dollars per share) | ||
Transfers to restricted stock units | 45,871 | |
Restricted stock Transfers to restricted stock units(in Dollars per share) | $ 34.02 | |
Granted | 546,525 | |
Restricted stock granted (in Dollars per share) | $ 52.27 | |
Vested | (1,334) | |
Restricted stock vested (in Dollars per share) | $ 69.63 | |
Forfeiture and cancelled | (14,900) | |
Restricted stock Forfeiture and cancelled (in Dollars per share) | $ 50.67 | |
Forfeiture and cancelled | 14,900 | |
Unvested at end of period | 576,162 | |
Unvested at end of period (in Dollars per share) | $ 50.82 | |
Vested | 1,334 |
STOCK-BASED COMPENSATION (Det_5
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Apr. 30, 2015 | Jan. 18, 2007 | Mar. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 28, 2015 | May 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available | 4,100,000 | |||||||
Average share price (in dollars per share) (in Dollars per share) | $ 42.37 | |||||||
Fair value of shares vested | $ 1,300,000 | $ 500,000 | ||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Period unrecognized pre-tax non-cash compensation expense | 10 months | |||||||
Unrecognized compensation expense | $ 1,600 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Period unrecognized pre-tax non-cash compensation expense | 2 years 7 months 6 days | |||||||
Unrecognized compensation expense | $ 20,800,000 | |||||||
Equity Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized pre-tax non-cash compensation expense (in Dollars) | $ 9,100,000 | |||||||
Period unrecognized pre-tax non-cash compensation expense | 2 years 1 month 6 days | |||||||
Vested [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Fair value of shares vested | $ 90,000 | |||||||
General and Administrative Expense [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Non-cash compensation expense (in Dollars) | $ 13,400,000 | $ 4,700,000 | ||||||
Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock incentive plan, description | The Company used straight-line amortization of compensation expense over the two to three-year requisite service or vesting period of the grant. The Company recognizes forfeitures as they occur. There are options to purchase approximately 2.27 million shares that have vested as of September 30, 2021. | |||||||
Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Plan expiration term | 10 years | |||||||
Stock Incentive Plan [Member] | Minimum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized | 4,600,000 | 4,250,000 | 3,500,000 | 2,500,000 | ||||
Stock Incentive Plan [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized | 5,100,000 | 4,600,000 | 4,250,000 | 3,500,000 | ||||
Stock Incentive Plan 2015 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized | 5,000,000 | |||||||
Stock incentive plan, description | In addition, there is a provision for an annual increase of 15% of the shares pertaining to the 2015 plan that are outstanding | |||||||
Number of shares available | 4,100,000 | |||||||
Issued options shares | 4,000,000 | |||||||
Average share price (in dollars per share) (in Dollars per share) | $ 7.13 | |||||||
Fair value of shares issued (in Dollars) | $ 3,290,000 | |||||||
Purchase of common shares | 304,750 | 495,274 |