Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 14, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed to amend Celsius Holdings, Inc.’s (together with its consolidated subsidiaries, the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“Original Filing”), filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2023 (“Original Filing Date”). The sole purpose of this Amendment No. 1 is to amend Exhibits 31.2 and 32.2 to reflect that Jarrod Langhans was the Chief Financial Officer at the time of the Original Filing and to correct paragraph 4(c) of the certifications of its Chief Executive Officer filed as Exhibit 31.1 and Chief Financial Officer filed as Exhibit 31.2 to the Original Form 10-K. The corrected certifications are filed as Exhibits 31.1, 31.2 and 32.2 to this Amendment No. 1. In addition, the Company is including in this Amendment No. 1 a currently dated consents of Ernst & Young LLP and Assurance Dimensions, Inc., its auditors, attached hereto as Exhibit 23.1 and 23.2, and as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s principal executive officer and principal financial officer are providing new currently dated certifications required pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant Section 302 of the Sarbanes-Oxley Act of 2002, which are filed hereto as Exhibits 31.1 and 31.2. Except as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures in the Original Filing. This Amendment No. 1 speaks only as of the Original Filing Date, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings. | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38149 | ||
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, $0.001 par value | ||
Trading Symbol | CELH | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,935,115,169 | ||
Entity Common Stock, Shares Outstanding | 76,706,874 | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s Definitive Proxy Statement to be filed subsequent to the date hereof with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation 14A in connection with the registrant’s 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the SEC no later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2022. | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Boca Raton, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 614,159 | $ 16,255 |
Restricted cash | 38,768 | |
Accounts receivable-net | 63,311 | 38,741 |
Note receivable-current | 2,979 | 2,588 |
Inventories-net | 173,289 | 191,222 |
Prepaid expenses and other current assets | 11,341 | 13,555 |
Deferred other costs-current | 14,124 | |
Total current assets | 917,971 | 262,361 |
Note receivable | 3,574 | 7,117 |
Property and equipment-net | 10,185 | 3,180 |
Deferred tax asset | 501 | 9,019 |
Right of use assets-operating leases | 972 | 1,128 |
Right of use assets-finance leases | 208 | 86 |
Other long-term assets | 263 | 299 |
Deferred other costs-non-current | 262,462 | |
Intangibles | 12,254 | 16,301 |
Goodwill | 13,679 | 14,527 |
Total Assets | 1,222,069 | 314,018 |
Current liabilities: | ||
Accounts payable and accrued expenses | 107,340 | 72,442 |
Accrued distributor termination fees | 3,986 | |
Accrued promotional allowance | 35,977 | 19,037 |
Lease liability obligation-operating leases | 661 | 512 |
Lease liability obligation-finance leases | 70 | 157 |
Deferred revenue-current | 9,675 | |
Other current liabilities | 3,586 | 976 |
Total current liabilities | 161,295 | 93,124 |
Long-term liabilities: | ||
Lease liability obligation-operating leases | 326 | 658 |
Lease liability obligation-finance leases | 162 | 45 |
Deferred tax liability | 15,919 | 3,146 |
Deferred revenue-non-current | 179,788 | |
Total Liabilities | 357,490 | 96,973 |
Mezzanine Equity: | ||
Series A convertible preferred shares, $0.001 par value, 5% cumulative dividends; 1,467 and 0 shares issued and outstanding at December 31, 2022 and December 31,2021, respectively, aggregate liquidation preference of $550,000 and $0 as of December 31, 2022 and December 31, 2021, respectively | 824,488 | |
Stockholders’ Equity: | ||
Common stock, $0.001 par value; 100,000 shares authorized, 76,382 and 74,909 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 76 | 75 |
Additional paid-in capital | 280,668 | 267,846 |
Accumulated other comprehensive (loss) income | (1,881) | 614 |
Accumulated deficit | (238,772) | (51,490) |
Total Stockholders’ Equity | 40,091 | 217,045 |
Total Liabilities, Mezzanine Equity and Stockholders’ Equity | $ 1,222,069 | $ 314,018 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 76,382,000 | 74,909,000 |
Common stock, outstanding | 76,382,000 | 74,909,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock cumulative dividend percentage | 5% | 5% |
Preferred stock, shares issued | 1,467,000 | 0 |
Preferred stock, shares outstanding | 1,467,000 | 0 |
Preferred stock, redemption amount | $ 550,000 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 653,604 | $ 314,272 | $ 130,726 |
Cost of revenue | 382,735 | 186,103 | 69,752 |
Gross profit | 270,869 | 128,169 | 60,974 |
Selling and marketing expenses | 352,767 | 74,739 | 34,875 |
General and administrative expenses | 75,903 | 57,520 | 18,187 |
Total operating expense | 428,670 | 132,259 | 53,062 |
(Loss) income from operations | (157,801) | (4,090) | 7,912 |
Other Income/(Expense): | |||
Interest income on note receivable | 237 | 315 | 356 |
Interest income (expense), net | 5,292 | (8) | (66) |
Interest expense on bonds | (432) | ||
Amortization of discount on bonds payable | (576) | ||
Gain on lease cancellations | 152 | ||
Foreign exchange (loss) gain | (392) | (276) | 1,376 |
European deferred tax | (82) | ||
Total other income | 5,137 | 31 | 728 |
Net (loss) income before income taxes | (152,664) | (4,059) | 8,640 |
Income tax (expense) benefit | (34,618) | 7,996 | (116) |
Net (loss) income | (187,282) | 3,937 | 8,524 |
Less: dividends on Series A convertible preferred shares | (11,526) | ||
Net (loss) income attributed to common stockholders | (198,808) | 3,937 | 8,524 |
Other comprehensive income: | |||
Foreign currency translation (loss) gain | (2,495) | 817 | 551 |
Comprehensive (loss) income | $ (201,303) | $ 4,754 | $ 9,075 |
(Loss) income per share: | |||
Basic | $ (2.63) | $ 0.05 | $ 0.12 |
Dilutive | $ (2.63) | $ 0.05 | $ 0.11 |
Weighted average shares outstanding: | |||
Basic | 75,649 | 73,781 | 70,195 |
Dilutive | 75,649 | 77,689 | 74,444 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity and Mezzanine Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total | Preferred Stock [Member] |
Beginning balance, value at Dec. 31, 2019 | $ 69 | $ 127,553 | $ (754) | $ (63,409) | $ 63,459 | |
Beginning Balances, shares at Dec. 31, 2019 | 68,941 | |||||
Issuance of common stock from private placement | $ 1 | 21,891 | 21,892 | |||
Issuance of common stock from private placement, shares | 1,438 | |||||
Share-based expense | 6,340 | 6,340 | ||||
Issuance of common stock pursuant to exercise of stock options - Cashless | $ 1 | (1) | ||||
Issuance of common stock pursuant to exercise of stock options - Cashless, shares | 568 | |||||
Issuance of common stock pursuant to exercise of stock options - Cash | $ 1 | 4,125 | 4,126 | |||
Issuance of common stock pursuant to exercise of stock options - Cash, shares | 1,316 | |||||
Cash paid for taxes on restricted stock awards | (115) | (542) | (657) | |||
Foreign currency translation | 551 | 551 | ||||
Short swing payment | 91 | 91 | ||||
Net loss | 8,524 | 8,524 | ||||
Ending balance, value at Dec. 31, 2020 | $ 72 | 159,884 | (203) | (55,427) | 104,326 | |
Ending Balance, shares at Dec. 31, 2020 | 72,263 | |||||
Issuance of common stock | $ 1 | 67,768 | 67,769 | |||
Issuance of common stock, shares | 1,134 | |||||
Share-based expense | 36,475 | 36,475 | ||||
Issuance of common stock pursuant to exercise of stock options - Cashless | $ 1 | 1 | ||||
Issuance of common stock pursuant to exercise of stock options - Cashless, shares | 540 | |||||
Issuance of common stock pursuant to exercise of stock options - Cash | $ 1 | 3,719 | 3,720 | |||
Issuance of common stock pursuant to exercise of stock options - Cash, shares | 972 | |||||
Foreign currency translation | 817 | 817 | ||||
Net loss | 3,937 | 3,937 | ||||
Ending balance, value at Dec. 31, 2021 | $ 75 | 267,846 | 614 | (51,490) | 217,045 | |
Ending Balance, shares at Dec. 31, 2021 | 74,909 | |||||
Share-based expense | 20,665 | 20,665 | ||||
Issuance of common stock pursuant to exercise of stock options - Cashless | ||||||
Issuance of common stock pursuant to exercise of stock options - Cashless, shares | 448 | |||||
Issuance of common stock pursuant to exercise of stock options - Cash | $ 1 | 3,683 | 3,684 | |||
Issuance of common stock pursuant to exercise of stock options - Cash, shares | 1,025 | |||||
Issuance of Series A convertible preferred shares - net of issuance costs | $ 824,488 | |||||
Issuance of Series A convertible preferred shares - net of issuance costs, shares | 1,467 | |||||
Dividends paid to Series A convertible preferred shares | (11,526) | (11,526) | ||||
Foreign currency translation | (2,495) | (2,495) | ||||
Net loss | (187,282) | (187,282) | ||||
Ending balance, value at Dec. 31, 2022 | $ 76 | $ 280,668 | $ (1,881) | $ (238,772) | $ 40,091 | $ 824,488 |
Ending Balance, shares at Dec. 31, 2022 | 76,382 | 1,467 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (187,282) | $ 3,937 | $ 8,524 |
Adjustments to reconcile net (loss) income to net cash (used in)/provided by operating activities: | |||
Depreciation | 1,362 | 550 | 127 |
Amortization | 555 | 714 | 1,484 |
Impairment of intangible assets | 2,379 | ||
Bad debt expense | 2,352 | 1,494 | 257 |
Amortization of deferred other costs | 5,885 | ||
Inventory excess and obsolescence | 6,131 | 2,355 | 748 |
Share-based payment expense | 20,665 | 36,475 | 6,340 |
Deferred income taxes | 20,244 | (9,201) | |
Foreign exchange loss (gain) | 483 | 880 | (323) |
Gain on lease cancellations | (28) | (152) | |
Changes in operating assets and liabilities: | |||
Accounts receivable-net | (26,369) | (25,249) | (7,469) |
Inventory-net | 11,802 | (175,174) | (3,859) |
Prepaid expenses and other current assets | 2,214 | 1,072 | (10,457) |
Accounts payable and accrued expenses | 34,908 | 51,807 | 4,743 |
Accrued promotional allowance | 16,940 | 13,379 | 3,377 |
Accrued distributor termination fees | 3,986 | ||
Other assets | 37 | ||
Other current liabilities | 2,610 | 374 | (96) |
Change in right of use and lease obligation-net | (183) | 29 | 151 |
Deferred revenue | 189,463 | ||
Net cash provided by (used in) operating activities | 108,182 | (96,586) | 3,395 |
Cash flows from investing activities: | |||
Proceeds from note receivable | 2,592 | 1,886 | 1,331 |
Purchase of property and equipment | (8,264) | (3,150) | (574) |
Net cash (used in) provided by in investing activities | (5,672) | (1,264) | 757 |
Cash flows from financing activities: | |||
Payments on bonds payable | (9,602) | ||
Principal payments on finance lease obligations | (63) | (94) | (280) |
Proceeds from exercise of stock options | 3,683 | 3,720 | 4,127 |
Cash paid on taxes on restricted stock awards | (657) | ||
Proceeds from issuance of Series A preferred shares, net of issuance costs | 542,018 | ||
Dividends paid on preferred shares | (11,526) | ||
Net proceeds from collection of section 16b short swing profit | 91 | ||
Net proceeds from sale of common stock | 67,769 | 21,892 | |
Net cash provided by financing activities | 534,112 | 71,395 | 15,571 |
Effect on exchange rate changes on cash and cash equivalents | 50 | (538) | 434 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 636,672 | (26,993) | 20,157 |
Cash, cash equivalents and restricted cash at beginning of the period | 16,255 | 43,248 | 23,091 |
Cash, cash equivalents and restricted cash at end of the period | 652,927 | 16,255 | 43,248 |
Supplemental disclosures: | |||
Taxes | 14,335 | ||
Interest | 7 | 448 | |
Goodwill | 396 | ||
Other liabilities | $ (396) |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Business 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 100% On August 1, 2022 (“Effective Date”), the Company and PepsiCo Inc. (“Pepsi”), entered into multiple agreements, including a Securities Purchase Agreement (“Purchase Agreement”), Lock-Up Agreements, Registration Rights Agreement, a distribution agreement (“Distribution Agreement”), and a Channel Transition Agreement (“Transition Agreement”). The Securities Purchase Agreement, Lock-Up Agreements and Registration Rights Agreement pertain to the Company’s issuance of 1,466,666 550 Related Party Transactions Mezzanine Equity In connection with the Distribution Agreement and Transition Agreement, the Company terminated agreements with existing suppliers to transition territory rights to Pepsi. The Company recognized total termination expenses of $ 193.8 Exit or Disposal Cost Obligations The Company is engaged in the development, marketing, sale and distribution of “functional” calorie-burning functional energy drinks and liquid supplements under the Celsius ® |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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 Consolidation Policy Significant Estimates Segment Reporting Concentrations of Risk ® Pepsi and the Company signed a distribution agreement on August 1, 2022, resulting in Pepsi acting as the Company’s preferred distributor performing the direct store delivery for a majority of the Company’s U.S. operations. Revenue of our customers accounting for more than 10%, for the years ended December 31, 2022, 2021 and 2020, are as follows: Schedule of revenue & accounts receivable with customers 2022 2021 2020 Pepsi 22.2 % - - Costco 16.7 % 12.7 % 2.9 % Amazon 8.8 % 10.1 % 15.1 % All other 52.3 % 77.2 % 82.0 % Total 100.0 % 100.0 % 100.0 % Accounts receivable of our customers accounting for more than 10%, for the years ended December 31, 2022, and 2021, are as follows: 2022 2021 Pepsi 47.6 % - Amazon 11.8 % 22.7 % Publix 1.4 % 10.3 % All other 39.2 % 67.0 % Total 100.0 % 100.0 % 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 December 31, 2022 and 2021, the Company had approximately $ 652.4 16.0 38,768 Cash and Cash Equivalents Restricted Cash Revenues Accounts Receivable 2.1 0.8 Inventories 8.4 2.6 Property and Equipment 3 7 Impairment of Long-Lived Assets Property, Plant, and Equipment Long-lived Asset Geographic Data The following table contains long-lived asset information which includes property and equipment and lease right of use assets and excludes goodwill and intangibles, where individual countries represent a material portion of the total: Schedule of long-lived asset geographic data December 31, December 31, 2022 2021 United States $ 9,750 $ 3,043 Sweden 1,251 1,050 Finland 363 301 Other 1 - Long-lived assets related to foreign operations 1,615 1,351 Total long-lived assets-net $ 11,365 $ 4,394 Goodwill st Intangible assets 2.5 Revenue Recognition Revenue from Contracts with Customers Deferred Revenue 189.5 179.8 9.7 Related Party Transactions Accrued Distributor Termination Fees 193.8 0.6 0.2 4.0 34.8 Customer Advances no Advertising Costs 85.1 36.7 14.2 Research and Development 0.4 1.0 0.5 Foreign Currency Gain/Losses 0.4 0.3 1.4 2.5 0.8 0.6 Chinese-Yuan Norwegian-Krone Swedish-Krona Finland-Euro Fair Value of Financial Instruments Income Taxes Accounting for 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 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for uncertain tax benefits in the accompanying consolidated balance sheet, along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company has adopted ASC 740-10-25 Definition of Settlement, The Company’s tax returns for tax years in 2019 through 2021 remain subject to potential examination by the taxing authorities. Earnings per Share Earnings per Share Basic earnings per common share is computed by dividing income or loss available to common stockholders by the weighted average number of shares of basic common stock outstanding. The Company’s Series A Convertible Preferred Stock is classified as a participating security in accordance with ASC 260. Net income allocated to the holders of Series A Convertible Preferred Stock will be calculated based on the stockholders’ proportionate share of weighted average shares of common stock outstanding on an if-converted basis. See Note 3. Earnings Per Share Share-Based Payments Compensation — Stock Compensation Cost of Revenue Operating Expenses Shipping and Handling Costs 26.8 26.9 9.5 Certain reclassification of prior period balances have been made to conform to current presentation. Please refer to consolidated balance sheets, Consolidated Statement of Cash Flows and Note 11. Accounts Payable and Accrued Expenses 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 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. The Company has elected the relief provided. Topic 326 is effective for the Company in the first quarter of 2023. Adoption of the new standard is not expected to have a material impact on our consolidated financial statements or disclosures. Liquidity 238.8 238,772 198.8 198,808 108.2 108,182 . 51.5 51,490 3.9 3,937 96.6 96,586 . 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. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
(Loss) income per share: | |
EARNINGS PER SHARE | 3. EARNINGS PER SHARE The Company computes earnings per share in accordance with ASC Topic 260 Earnings per Share Basic earnings per common share is computed by dividing income or loss available to common stockholders by the weighted average number of shares of basic common stock outstanding. The Company’s Series A Convertible Preferred Stock is classified as a participating security in accordance with ASC 260. Net income allocated to the holders of Series A Convertible Preferred Stock consistent of preferred dividends declared and paid during 2022. The Series A Convertible Preferred Stock do not participate in losses, thus no such losses have been allocated to the Series A Convertible Preferred Stock in the periods presented below. For purposes of determining diluted earnings per common share, basic earnings per common share was further adjusted to include the effect of potential dilutive common shares outstanding, including unvested restricted stock and performance-based stock units, using the more dilutive of either the two-class method or the treasury stock method, and Series A Convertible Preferred Stock using the if-converted method. Stock options and warrants that were out-of-the-money were not included in the denominator for the calculation of diluted EPS. Under the two-class method of calculating diluted earnings per share, net income is reallocated to common stock, the Series A Convertible Preferred Stock, and all dilutive securities based on the contractual participating rights of the security to share in the current earnings as if all of the earnings for the period had been distributed. Schedule of earnings per share, basic and diluted For the years ended December 31, 2022 2021 2020 Net (loss) income attributed to common stockholders Net (loss) income $ (187,282 ) $ 3,937 $ 8,524 Less: dividends paid to Series A convertible preferred stockholders (11,526 ) - - Net (loss) income attributed to common stockholders $ (198,808 ) $ 3,937 $ 8,524 Net (loss) income per common share: Basic $ (2.63 ) $ 0.05 $ 0.12 Dilutive $ (2.63 ) $ 0.05 $ 0.11 Weighted average common stock outstanding: Basic 75,649 73,781 70,195 Dilutive 75,649 77,689 74,444 For the year ended December 31, 2022, 10.2 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Revenue Abstract | |
REVENUE | 4. REVENUE The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers Promotional (Billback) Allowance The Company’s billback allowance programs with its distributors and/or retailers are executed through separate agreements in the ordinary course of business. These agreements generally provide for one or more of the arrangements described above and are of varying durations, typically ranging from one week to one year. The Company’s billbacks are calculated based on various programs with distributors and retail customers, and accruals are established for the Company’s anticipated liabilities. These accruals are based on agreed upon terms as well as the Company’s historical experience with similar programs and require management’s judgment with respect to estimating consumer participation and/or distributor and retail customer performance levels. Differences between such estimated expenses and actual expenses for promotional and other allowance costs have historically been insignificant and are recognized in earnings in the period such differences are determined. Billbacks (variable consideration) recorded as a reduction to net sales, primarily include consideration given to the Company’s distributors or retail customers including, but not limited to the following: ● discounts granted off list prices to support price promotions to end-consumers by retailers; ● reimbursements given to the Company’s distributors for agreed portions of their promotional spend with retailers, including slotting, shelf space allowances and other fees for both new and existing products; ● the Company’s agreed share of fees given to distributors and/or directly to retailers for advertising, in-store marketing and promotional activities; ● the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers, club stores and/or wholesalers; ● incentives given to the Company’s distributors and/or retailers for achieving or exceeding certain predetermined volume goals; ● discounted products; ● contractual fees given to the Company’s distributors related to sales made directly by the Company to certain customers that fall within the distributors’ sales territories; and ● contractual fees given to distributors for items sold below defined pricing targets. For the years ended December 31, 2022, 2021, and 2020, promotional allowance included as a reduction of revenue were $ 158.5 64.2 28.7 Information about the Company’s net sales by geographical location for the years ended December 31, 2022, 2021 and 2020 is as follows: Schedule of net sales by reporting segment For the years ended December 31, December 31, December 31, North America $ 617,457 $ 273,005 $ 95,480 Europe 31,054 38,097 33,727 Asia 3,647 2,538 1,093 Other 1,446 632 426 Net sales $ 653,604 $ 314,272 $ 130,726 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 $ 36.1 41.3 35.2 21.7 26.9 23.4 Agreements with PepsiCo, Inc. The Company executed multiple agreements with Pepsi on August 1, 2022, including a Distribution Agreement relating to the sale and distribution of certain of the Company’s beverage products in existing channels and distribution methods in the United States, excluding certain existing customer accounts, sales channels, Puerto Rico and the US Virgin Islands (the “Territory”). Under the Distribution Agreement, the Company has granted Pepsi the right to sell and distribute its existing beverage products in existing channels and distribution methods and future beverage products that are added from time to time as licensed products under the Distribution Agreement in defined territories. The Distribution Agreement represents a master service agreement and can be cancelled by either party without cause in the nineteenth year of the term (i.e., 2041), the twenty-ninth year of the term (i.e., 2051) and each ten (10) year period thereafter (i.e., 2061, 2071, etc.) by providing twelve (12) months’ written notice on August 1st of each such year to the other party. Except for a termination by the Company “with cause” or a termination by Pepsi “without cause”, the Company is required to pay the Purchaser certain compensation upon a termination as specified in the Distribution Agreement. The Company agreed to provide Pepsi a right of first offer in the event the Company intends to (i) manufacture, distribute or sell products in certain additional countries as specified in the Distribution Agreement or (ii) distribute or sell products in any future channels and distribution methods during the term of the Agreement. Additionally, pursuant to the Distribution Agreement, the Company and Pepsi agreed to use commercially reasonable efforts to negotiate and execute with Pepsi a distribution agreement reasonably consistent with the Distribution Agreement for the sale and distribution of the products covered by the Distribution Agreement in Canada, and Pepsi agreed to meet and confer in good faith with the Company regarding the terms and conditions upon which Pepsi may be willing to sell or distribute such products, either directly or through local sub-distributors in certain other additional countries. The Distribution Agreement includes other customary provisions, including non-competition covenants in favor of the Company, representations and warranties, indemnification provisions, insurance provisions and confidentiality provisions. On August 1, 2022, the Company and Pepsi also executed the Transition Agreement, providing for the Company’s transition of certain existing distribution rights in the Territory to Pepsi. Under the terms of the Transition Agreement, Pepsi would pay the Company up to $ 250 227.8 193.8 193.0 Accounting for the agreements executed with PepsiCo, Inc. The Company evaluated the Security Purchase Agreement, Transition Agreement, Distribution Agreement, and other agreements executed with Pepsi on August 1, 2022, as one combined contract since the agreements were executed on the same day, with the same counterparty, in contemplation of one another and contractual terms are defined and referenced across the agreements. These agreements will be referred to as the “Pepsi Arrangement” herein. Management concluded the Pepsi Arrangement was partially in the scope of ASC 606 Revenue from Contracts with Customers Equity Distinguishing liabilities from equity Mezzanine Equity After application of the measurement and classification principles in ASC 505, and ASC 480, the Company accounted for the residual revenue elements of the Pepsi Arrangement under ASC 606. The revenue elements of the Pepsi Arrangement consisted of (i) $ 227.8 282.5 The $ 227.8 34.8 193.0 4.2 The $ 282.5 5.9 For product sales under the Distribution Agreement, the Company will recognize revenues when control of the underlying goods are transferred to Pepsi based on the contractual terms of noncancellable purchase orders issued by Pepsi. 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 $6.9 million, and then are subject to annual guaranteed minimums over the remaining term of the agreement. 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 of its ongoing efforts in providing the exclusive license rights including providing continuous access, updates and support. Total revenue recognized under the agreement was approximately $ 2.0 1.6 0.8 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 5. INVENTORIES Inventories consist of the following at: Schedule of inventories December 31, December 31, 2022 2021 Finished goods $ 119,229 $ 123,594 Raw Materials 62,491 70,201 Less: Inventory reserve (8,431 ) (2,573 ) Inventories $ 173,289 $ 191,222 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets total approximately $ 11.3 11,341 13.6 13,555 |
NOTE RECEIVABLE
NOTE RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Note Receivable | |
NOTE RECEIVABLE | 7. NOTE RECEIVABLE Note receivable consists of the following at: Schedule of note receivable December 31, December 31, 2022 2021 Note Receivable-current $ 2,979 $ 2,588 Note Receivable-non-current 3,574 7,117 Total Note Receivable $ 6,553 $ 9,705 Effective January 1, 2019, the Company restructured its China distribution efforts by entering into two separate economic agreements as it relates to the commercialization of its Celsius products (i.e., the license and repayment of investment agreement with Qifeng, as described above). See Note 4 for information regarding the license agreement with Qifeng. Under a separate economic agreement, Qifeng will repay the marketing investments made by Celsius into the China market through 2018, over the same five-year period as the license agreement. The repayment, which was formalized via a note receivable from Qifeng (the “Note”), will need to be serviced even if the licensing agreement is cancelled or terminated. The Note is denominated in Chinese-Yuan. The Note accrues interest at a rate per annum equal to the weighted average of 5% 5 2% 5 3.21% 0.2 0.3 0.4 The Company assesses the note receivable for impairment at each reporting period, by evaluating whether it is probable that the Company will be unable to collect all the contractual principal and interest payments as scheduled in the Note, based on historical experience of 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 December 31, 2022 and 2021, the Note was not deemed to be impaired. As of December 31, 2022, Qifeng is current on all amounts due under the Note and the license agreement. As evidence of solvency for the Note, a stock certificate in Celsius Holding’s Inc. which amounts to 30.0 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | 8. LEASES The Company’s leasing activities include an operating lease of its corporate office space from a related party (see Note 13) 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 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 is recognized on a straight-line basis over the lease term and is included in general and administrative expenses. 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 future annual minimum lease payments required under the Company’s leases as of December 31, 2022 are as follows: Schedule of future minimum lease payments Operating Finance Future minimum lease payments Leases Leases Total 2023 $ 698 $ 76 $ 774 2024 328 39 367 2025 7 67 74 2026 - 64 64 Total future minimum lease payments 1,033 246 1,279 Less: Amount representing interest (46 ) (14 ) (60 ) Present value of lease liabilities 987 232 1,219 Less: current portion (661 ) (70 ) (731 ) Long-term portion $ 326 $ 162 $ 488 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 9. PROPERTY AND EQUIPMENT Property and equipment consist of the following at: Schedule of property and equipment Estimated Useful December 31, December 31, Life in Years 2022 2021 Merchandising equipment - coolers 5 7 $ 9,885 $ 3,052 Office equipment 3 7 1,124 891 Vehicles 5 1,257 304 Less: accumulated depreciation (2,081 ) (1,067 ) Total $ 10,185 $ 3,180 Depreciation expense amounted to approximately $1.4 1,362 0.6 550 0.1 127 |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | 10. GOODWILL AND INTANGIBLES At December 31, 2022, goodwill consists of approximately $ 13.7 Intangible assets consist of acquired customer relationships and brands from the Func Food acquisition. The gross carrying amount and accumulated amortization of intangible assets were as follows as of December 31, 2022 and December 31, 2021: Schedule of accumulated amortization of intangible assets December 31, December 31, 2022 2021 Definite-lived intangible assets Customer relationships $ 13,418 $ 14,248 Less: accumulated amortization (1,610 ) (1,140 ) Definite-lived intangible assets, net $ 11,808 $ 13,108 Indefinite-lived intangible assets Brands $ 2,984 $ 3,193 Less: Impairment (2,538 ) - Indefinite-lived intangible assets, net $ 446 $ 3,193 Total Intangibles $ 12,254 $ 16,301 Customer relationships are amortized over an estimated useful life of 25 0.5 0.6 0.6 Basis of Presentation and Summary of Significant Accounting Policies Other fluctuations in the amounts of intangible assets are due to currency translation adjustments. The following is the future estimated amortization expense related to customer relationships as of December 31, 2022: Schedule of future estimated amortization expense Years ending December 31, 2023 $ 537 2024 537 2025 537 2026 537 2027 537 Thereafter 9,123 Total $ 11,808 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at: Schedule of accounts payable and accrued expenses December 31, December 31, 2022 2021 Accounts payable $ 36,248 $ 35,820 Due to Pepsi 34,807 - Accrued freight 8,532 15,872 Accrued expenses 19,081 15,311 Unbilled purchases 8,672 5,439 Total $ 107,340 $ 72,442 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | 12. OTHER CURRENT LIABILITIES Other current liabilities consist of the following at: Schedule of other current liabilities December 31, December 31, 2022 2021 Short-term VAT payable $ 198 $ - State Beverage Container Deposit 3,388 976 Total $ 3,586 $ 976 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS Transactions with PepsiCo, Inc. As further described in Note 14 Mezzanine Equity 1,466,666 8.5% Based on Pepsi’s contractual representation rights for a seat on the Company’s Board of Directors, the Company has concluded that Pepsi represents a related party to the Company. As of and for the year ended December 31, 2022, the following transactions were recognized in the Company’s financial statements: ● Net sales to Pepsi amounted to $ 142.3 ● Accounts receivable due from Pepsi on December 31, 2022, were $ 31.6 ● Pepsi paid the Company $ 227.8 189.5 4.2 34.8 34.8 ● The issuance of Series A to Pepsi was recorded at fair value, determined to be $ 832.5 550.0 ● The Company has recorded a $ 282.5 832.5 550.0 14.1 $ 262.5 5.9 See Notes 1. Organization and Description of Business, Basis of Presentation Significant Accounting Policies, Accounts Payable and Accrued Expenses, Mezzanine Equity Related Party Leases The Company’s office is rented from a company affiliated with CD Financial, LLC which is controlled by one of our major stockholders. The lease extends until December 2024 with a monthly rent of $ 37.6 |
MEZZANINE EQUITY
MEZZANINE EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
MEZZANINE EQUITY | 14. MEZZANINE EQUITY Series A Convertible Preferred Stock As of December 31, 2022, Company has designated and authorized 1,466,666 0.001 375 1,466,666 100% 550 832.5 568 8.0 Mezzanine Classification The Series A Convertible Preferred Stock is redeemable in the event of a change in control as defined in the Series A Certificate. S99-3A(2) of the SEC’s Accounting Series Release No. 268 (“ASR 268”) requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Preferred securities that are mandatorily redeemable are required to be classified by the issuer as liabilities whereas under ASR 268 guidance an issuer should classify a preferred security whose redemption is contingent on an event not entirely in control of the issuer as mezzanine equity. The Series A is not mandatorily redeemable, however, a change in control is not solely in control of the Company, accordingly, the Company determined that mezzanine treatment is appropriate for the Series A and has presented it as such in our consolidated balance sheets and statement of changes in stockholders’ equity and mezzanine equity, as of and for the year ending December 31, 2022. Pursuant to the Purchase Agreement, Pepsi, together with its affiliates, has certain rights and is also subject to various restrictions with respect to the Company’s outstanding common shares on an as-converted basis through purchases of the Company’s Common Stock in the open market and the accumulation of PIK dividends. Additionally, pursuant to the Purchase Agreement, Pepsi has the right to designate one nominee for election to Company’s board of directors, for so long as Pepsi (together with its affiliates) beneficially owns at least 3,666,665 Liquidation Preference The Series A ranks, with respect to distribution rights and rights on liquidation, winding-up and dissolution, (i) senior and in priority of payment to the Company’s Common Stock, (ii) on parity with any class or series of capital stock of the Company expressly designated as ranking on parity with the Series A, and (iii) junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series A. The aggregate liquidation preference of the Series A is $ 550.0 Voting The Series A confers no voting rights, except as otherwise required by applicable law, and with respect to matters that adversely change the powers, preferences, privileges, rights or restrictions given to the Series A or provided for its benefit, or would result in securities that would be senior to or pari passu Dividends The Series A entitles the holder to cumulative dividends, which are payable quarterly in arrears either in cash, in-kind, or a combination thereof, at the Company’s election. Regular Series A Dividends accrue on each share Series A at the rate of 5.00% 11.5 7.86 Redemption Pursuant to certain conditions set forth in the Series A Certificate, Series A may be redeemed at a price per share of Series A equal to the sum of (i) the stated value of such share of Series A as of the applicable Redemption Date, plus (ii) without duplication, all accrued and unpaid dividends previously added to the stated value of such share of Series A, and all accrued and unpaid dividends per share of Series A through such Redemption Date (the “Redemption Price”). Company’s Optional Redemption At any time from and after the earlier of (i) August 1, 2029, if the ten-day volume weighted average price of the Company’s Common Stock (the “Ten-Day VWAP”) does not exceed the conversion price on the date immediately prior to the date the Company delivers a redemption notice to the holders, and (ii) the cancellation of the Distribution Agreement by the Company, if the Ten-Day VWAP does not exceed the Conversion Price on the date immediately prior to the date the Company delivers a redemption notice to the holders, the Company shall have the right to redeem all (and not less than all) of the then-outstanding shares of Series A, at the Redemption Price. In the event of a Company optional redemption, the Company shall affect such redemption by paying the entire Redemption Price on or before the date that is thirty days after the delivery of the Company’s redemption notice and by redeeming all the shares of Series A on such date. Change in Control Redemption In the event of (i) a sale or transfer, directly or indirectly, of all or substantially all of the assets of the Company in any transaction or series of related transactions (other than sales in the ordinary course of business); or (ii) any merger, consolidation or reorganization of the Company with or into any other entity or entities as a result of which the holders of the Company’s outstanding capital stock (on a fully-diluted basis) immediately prior to the merger, consolidation or reorganization no longer represent at least a majority of the voting power of the surviving or resulting Company or other entity; or (iii) any sale or series of sales, directly or indirectly, beneficially or of record, of shares of the Company’s capital stock by the holders thereof which results in any Person or group of Affiliated Persons owning capital stock holding more than 50% Holder Right to Request Redemption On each of August 1, 2029, August 1, 2032, and the August 1, 2035, the majority holders shall have the right, upon no less than six months prior written notice to the Company, to request that the Company redeem all (and not less than all) of the then-outstanding shares of Series A, at the Redemption Price. In the event of a holder optional redemption, the Redemption Price shall be payable, and the shares of Series A redeemed by the Company, in three equal installments, commencing on August 1, 2029, August 1, 2032, or August 1, 2035, as applicable, and in each case on the fifteenth- and thirtieth-month anniversary thereafter (each a “Redemption Date”). On each Redemption Date for a holder optional redemption, the Company shall redeem, on a pro rata basis in accordance with the number of shares of Series A owned by each holder, that number of outstanding shares of Series A determined by dividing (i) the total number of shares of Series A outstanding immediately prior to such Redemption Date by (ii) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). If, on any Redemption Date, Nevada law governing distributions to stockholders or the terms of any indebtedness of the Company to banks and other financial institutions engaged in the business of lending money prevent the Company from redeeming all share of Series A to be redeemed, the Company shall ratably redeem the maximum number of shares that it may redeem consistent with such law, and shall redeem the remaining shares as soon as it may lawfully do so under such law. If any shares of Series A scheduled for redemption on a Redemption Date are not redeemed for any reason on such Redemption Date, (x) from such Redemption Date until the fifteen-month anniversary of such Redemption Date, the dividend rate with respect to such unredeemed share of Series A shall automatically increase to 8% 10% 12% Conversion The shares of Series A may be converted into shares of the Company’s Common Stock pursuant to the Series A Certificate either at the option of the Company or subject to an automatic conversion as discussed below. The Series A was issued with a conversion price of $75 which is potentially subject to adjustment pursuant to the Series A Certificate. The Conversion Ratio is calculated as the quotient of (a) the sum of (x) the stated value of such share of Series A as of the applicable conversion date, plus (y) of all accrued and unpaid dividends previously added to the stated value of such share of Series A, and without duplication, all accrued and unpaid dividends per share of Series A through the applicable conversion date; divided by (b) the conversion Price as of the conversion date. As of December 31, 2022, the conversion ratio of the Series A into common was 1 5 7,333,330 The calculations of earnings per share for all periods presented herein during which the Series A was outstanding do not treat conversion of the Series A as if it had occurred, as the effect of conversion would be anti-dilutive. Company Optional Conversion At any time from and after August 1, 2029, provided the Ten-Day VWAP immediately prior to the date the Company delivers a conversion notice to the holders of Series A exceeds the Conversion Price, the Company may elect to convert all, but not less than all, of the outstanding shares of Series A into shares of the Company’s Common Stock. Automatic Conversion The Series A will convert automatically into shares of the Company’s Common Stock upon the occurrence of any of the following, each, an “Automatic Conversion Event”: ● Any date from and after the valid termination of the Distribution Agreement by the Company or Pepsi, if the Ten-Day VWAP immediately preceding such date exceeds the Conversion Price of such share as of such date. ● Any date from and after August 1, 2028, on which (x) the Company’s products meet a market share requirement during a specified period (as defined in the Distribution Agreement) and (y) the Ten-Day VWAP immediately prior to such date exceeds the Conversion Price of such share as of such date. In the case of an automatic conversion, each share of Series A then outstanding shall be converted into the number of shares of Common Stock equal to the Conversion Ratio of such share in effect as of the automatic conversion date. The occurrence of an Automatic Conversion Event will terminate any right of the holder to receive a redemption at their request even if such request has already been submitted, provided that the Series A shares have not already been redeemed. As of December 31, 2022, the Series A is not probable of becoming redeemable as the most likely method of settlement is through conversion which is likely to occur before the holder right to request redemption becomes exercisable. Other Accounting Matters The Company has adopted Accounting Standards Update 2020-06 (“ASU 2020-06”), effective January 1, 2022. The provisions of ASU 2020-06 prohibit the recognition of a beneficial conversion feature (“BCF”) on preferred shares issued after the adoption of the ASU. The Company adopted ASU 2020-06d for the Preferred Series A for the year ended December 31, 2022. FASB ASC 815 generally requires an analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. We performed an evaluation and determined the Series A and the host instrument is more akin to equity. The Company identified certain embedded redemption and conversion features which it evaluated for bifurcation and determined no bifurcation of these embedded or conversion features was required. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 15. STOCKHOLDERS’ EQUITY Issuance of common stock pursuant to incentive stock plan exercises During the year ended December 31, 2022, the Company issued an aggregate of approximately 1.5 3.7 1.0 During the year ended December 31, 2021, the Company issued an aggregate of approximately 1.5 3.7 1.0 During the year ended December 31, 2020, the Company issued an aggregate of approximately 1.9 4.1 1.3 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 62.50 977,740 873,141 1,133,953 739,188 1,133,953 6,257,455 67,769,386 375,447,300 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 16. FAIR VALUE MEASUREMENTS ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company engaged a third-party valuation provider to assist in determining the fair value of the 1,466,666 45% 2.69% 5.0% 98.87 12.5% 5.0% The Company used the relief from royalty method model to determine the fair value of the Brand Name during the year ended December 31, 2022. The fundamental concept underlying this method is that in lieu of ownership, the acquirer can obtain comparable rights to use the subject asset via a license from a hypothetical third-party owner. The Relief from Royalty method utilized multiple input variables to determine the value of the Brand Name including forecasted sales, discount rate, and royalty rates. The selected royalty rate was based on comparable brands. The debt discount rate was based on an expected debt and equity rate of return as of September 30, 2022. The following is a tabular presentation of the non-recurring fair value measurement along with the level within the fair value hierarchy at December 31, 2022: Summary of preferred shares December 31, 2022 Level 1 Level 2 Level 3 Mezzanine equity: Series A convertible preferred shares $ - $ 824,488 $ - Indefinite-lived intangible assets: Brands - - 446 Total $ - $ 824,488 $ 446 Other than those noted in previous notes, the Company did not have any other non-recurring assets or liabilities measured at fair value at December 31, 2022 and 2021. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 17. INCOME TAXES The domestic and foreign components of the Company’s income before provision for income taxes are as follows: Schedule of domestic and foreign components 2022 2021 2020 Domestic $ (151,551 ) $ (4,176 ) $ 8,111 Foreign (1,113 ) 117 529 Income (loss) before provision for income taxes $ (152,664 ) $ (4,059 ) $ 8,640 The provision (benefit) for income taxes consists of the following: Schedule of provision for income taxes Current: 2022 2021 2020 Domestic $ 10,498 $ - $ - State 2,601 1,523 - Foreign - (38 ) 116 Current federal, state and local, tax expense $ 13,099 $ 1,485 $ 116 Deferred 2022 2021 2020 Domestic $ 18,558 $ (7,142 ) $ - State and local 4,034 (1,878 ) - Foreign (1,073 ) (461 ) - Deferred federal, state and local, tax expense 21,519 $ (9,481 ) $ - Income tax expense (benefit) 34,618 (7,996 ) 116 The reconciliation of the U.S. federal statutory rate to the Company’s effective rate on income before provision (benefit) for income taxes is as follows: Schedule of effective rate on income before provision (benefit) for income taxes 2022 2021 2020 U.S. Statutory federal rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit (3.9 )% (12.5 )% 4.4 % Tax effect of Pepsi valuation premium (38.9 )% Permanent differences, including stock-based compensation - - 6.7 % Stock based compensation (0.9 )% 50.5 % - Change in valuation allowance 0.4 % 219.8 % (29.8 )% Change in deferred balances - (80.6 )% - Other (0.4 )% (0.9 )% - Effective tax rate (22.7 )% 197.2 % 2.3 % The Tax Cuts and Jobs Act introduced a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a measure to tax certain intercompany payments under the base erosion anti-abuse tax “BEAT” regime. For the years ended December 31, 2022, and 2021, the Company did not generate intercompany transactions that met the BEAT threshold but does have to include GILTI relating to the Company’s foreign subsidiaries. The Company elected to account for GILTI as a current period cost. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Deferred tax assets and liabilities consisted of the following: Schedule of deferred tax assets December 31, December 31, Net operating loss carryforwards $ 4,774 $ 6,685 Charitable contributions 17 17 Fixed assets (1,158 ) (627 ) Pepsi valuation premium (70,637 ) Right of use liability 154 134 Right of use asset (146 ) (122 ) Distributor termination fees 46,859 - Uncertain tax position - 132 Stock-based compensation 5,236 6,190 Inventory allowance 5,423 800 Intangibles (2,516 ) (3,317 ) Total deferred tax (liabilities) assets (11,994 ) 9,892 Valuation allowance (3,424 ) (4,019 ) Net deferred tax (liabilities) assets (15,418 ) 5,873 At December 31, 2022, the Company has approximately $ 2.3 8.7 50% 4.5 4.5 21.9 The Company considers the earnings of its foreign entities to be permanently reinvested outside the United States based on estimates that future cash generation will be sufficient to meet future domestic cash needs. Accordingly, deferred taxes have not been recorded for the undistributed earnings of the Company’s foreign subsidiaries. All other outside basis differences not related to earnings were impractical to account for at this period of time and are currently considered as being permanent in duration. As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred taxes will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. Through the year ended December 31, 2020, the Company maintained a full valuation allowance on its worldwide net deferred tax assets. During the fourth quarter of 2021, the Company concluded that it is more likely than not that its US deferred tax assets would be realized. This conclusion was based on the US profitability and NOL utilization in 2021 and 2020 as well as future forecasts of US profitability. For the year ended December 31, 2021, the Company released its US valuation allowance for deferred tax assets of approximately $ 6.0 0.5 A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits 2022 2021 Gross unrecognized tax benefit, beginning of period $ 1,080 $ 82 Additions based on tax positions related to the current year - - Additions based on tax positions related to the prior years - 998 Reductions due to lapse in statute of limitations and settlements (378 ) - Gross unrecognized tax benefit, end of period $ 702 $ 1,080 The Company recognizes only those tax positions that meet the more-likely-than-not recognition threshold and establishes tax reserves for uncertain tax positions that do not meet this threshold. To the extent these unrecognized tax benefits are ultimately recognized, approximately $ 0.7 0.8 0.1 The Company files U.S., state, and foreign income tax returns in jurisdictions with various statutes of limitations. Below is a summary of the filing jurisdictions and open tax years: Summary of the filing jurisdictions and open tax years Open Years U.S. Federal 2019 2021 U.S State and local 2018 2021 Non-U.S. 2016 2021 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 18. STOCK-BASED COMPENSATION The Company adopted the 2006 Incentive Stock Plan on January 18, 2007. This plan was intended to provide incentives to 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. While the plan terminated 10 The Company adopted the 2015 Plan on April 30, 2015. The 2015 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 In addition, there is a provision in the 2015 Plan for an annual increase to the maximum number of shares authorized under the 2015 Plan, which increase shall be added on the first day of the calendar year beginning January 1, 2016, equal to 15% of the number of shares outstanding as of such date (Note 15). Provisions have been made to permit the grant of options and other share-based awards for up to 5.0 For the years ended December 31, 2022, 2021, and 2020, the Company recognized non-cash compensation expense of approximately $ 20.7 36.5 6.3 Stock Options The Company used straight-line amortization of compensation expense over the two to three-year requisite service or vesting period of the grant. The maximum contractual term of the Company’s stock options is 10 1.9 Under the 2015 Plan, the Company has issued stock options to purchase approximately 2.3 9.66 213.9 The Company determines the fair value of restricted stock-based awards based on the market price on the date of grant. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances and recognizes forfeitures as they occur. This model uses an exercise price, dividend yields, risk-free interest rate, and expected annual volatility, as inputs. 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 Years ended 2022 (1) 2021 2020 Expected volatility NA 69.2 81.1% 69.2 81.1% Expected term NA 4.5 5.0 4.8 5.0 Risk-free interest rate NA 0.3% 1.4% 0.2% 1.4% Forfeiture Rate NA 0.0% 0.0% (1) No stock options were issued during 2022. 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 December 31, 2022 and 2021 and changes during the periods ended on that date is as follows: Schedule of outstanding stock options Weighted Average Aggregate Weighted Shares Exercise Grant Date Intrinsic Average (000’s) Price Fair 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 (1,460 ) 3.85 80.58 84,371 Forfeiture and cancelled (443 ) 5.01 At December 31, 2021 3,600 $ 7.47 $ 241,515 6.37 Granted - - Exercised (1,273 ) $ 3.67 $ 80.70 $ 102,283 Forfeiture and cancelled (61 ) 5.46 At December 31, 2022 2,266 $ 9.66 $ 213,914 5.43 Exercisable at December 31, 2022 1,928 $ 6.41 $ 188,261 5.05 The following table summarizes information about employee stock options outstanding at December 31, 2022: Schedule of employee stock options outstanding Outstanding Options Vested Options Range of Exercise Price Number Weighted Weighted Number Weighted Weighted $0.34 - $1.05 30 1.44 $ 0.58 30 $ 0.58 1.44 $1.97 - $2.95 5 3.01 1.97 5 1.97 3.01 $3.23 - $4.85 1,465 5.38 3.81 1,412 3.80 5.34 $5.59 - $8.38 389 3.51 5.70 331 5.72 2.88 $14.53 - $21.79 61 7.58 14.53 40 14.53 7.58 $21.80 - $32.70 16 7.83 21.80 10 21.80 7.83 $42.64 - $63.96 300 8.01 42.67 100 42.67 8.01 Outstanding options 2,266 5.43 $ 9.66 1,928 $ 6.41 5.05 As of December 31, 2022, the Company had approximately $ 3.4 1.0 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 stockholder of the Company, including the right to vote the shares. The holders of unvested restricted stock awards do not have the same rights as stockholders including but not limited to any dividends which may be declared by the Company, and do not have the right to vote. The value of restricted stock awards that vest over time is established by the market price on the date of its grant and generally vests over a period of 3 Schedule of restricted stock activity For the twelve months ended December 31, December 31, Shares Weighted Shares Weighted Unvested at beginning of period 0.3 $ 14.72 66.2 $ 28.11 Transfers to restricted stock units - - (45.9 ) 34.02 Granted - - - - Vested - - (18.9 ) 14.79 Forfeited and cancelled (0.3 ) 14.72 (1.1 ) 14.72 Unvested at end of period - $ - 0.3 $ 14.72 There were no shares granted, vested or outstanding during and as of the year ended December 31, 2022. 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 stockholders including but not limited to any dividends which may be declared by the Company, and do not have the right to vote. The value of restricted stock units that vest over time is established by the market price on the date of its grant. A summary of the Company’s restricted stock unit activity for the years ended December 31, 2022 and 2021 is presented in the following table: Schedule of restricted stock unit activity For the twelve months ended December 31, December 31, Shares Weighted Shares Weighted Unvested at beginning of period 566 $ 52.66 - $ - Transfers to restricted stock awards - - 46 34.02 Granted 248 74.14 574 54.40 Vested (205 ) 54.17 (19 ) 64.58 Forfeited and cancelled (70 ) 61.99 (35 ) 50.46 Unvested at end of period 539 $ 60.73 566 $ 52.66 The total fair value of shares vested during the year ended December 31, 2022, was approximately $ 11.6 20.3 2.0 Performance-based Stock Awards The Company issues stock-based awards to third-party consultants for providing marketing, sales, and general business development services related to Celsius products, as well as to certain employees as discussed below. The stock-based awards are in the form of restricted stock units with performance vesting conditions (“performance stock units” or “PSUs”). The holders of unvested PSUs do not have the same rights as stockholders including but not limited to any dividends which may be declared by the Company, and do not have the right to vote. Some of the PSU performance vesting conditions are linked to the consultants obtaining specified incremental earnings for the Company in a given year over the performance vesting period, typically five years and some of the awards are linked to employees of the Company and have specific performance-based metrics to be met in year one and year two of the issuance as discussed below. The fair value of PSUs is based on the market price of the underlying stock on the grant date. The Company recognizes compensation cost for performance stock awards issued to non-employees in the same manner and periods as though cash had been paid for services received. In the third quarter of 2022, the Human Resources and Compensation Committee of the Board of Directors approved the issuance of PSUs to certain employees which represented restricted stock units with performance-based vesting. The aggregate grant date fair value of $ 7.5 20% A summary of the Company’s PSU activity for the years ended December 31, 2022 and 2021 is presented in the following table: Schedule of stock-based awards issued to non-employee consultants For the twelve months ended December 31, December 31, Shares Weighted Shares Weighted Unvested at beginning of period 15 $ 64.65 - $ - Granted 76 98.28 15 64.65 Vested (15 ) 98.28 - - Forfeited and cancelled - - - - Unvested at end of period 76 $ 91.48 15 $ 64.65 Unrecognized compensation expense related to outstanding PSUs issued to employees and non-employee consultants as of December 31, 2022, was approximately $ 4.3 1.6 Modifications There were certain Board of Directors members and employees whose service was terminated during 2021. In connection with their terminations, the vesting conditions of the previously granted awards were modified to accelerate the vesting of specified un-vested awards pursuant to Board resolutions or severance agreements. Pursuant ASC 718, these were modifications which required re-valuation of un-vested awards to modification date fair value with recognition of compensation expense over the remaining service period. The Company modified awards resulting in approximately $ 19.3 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 19. COMMITMENTS AND CONTINGENCIES Legal In November of 2020, McGovern Capital, Inc. and Kevin McGovern (collectively “McGovern”) filed a claim in arbitration related to its Representative Agreement with the Company 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%) 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, 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. No fact discovery was conducted on the merits. On October 12, 2022, the Company and Mr. Prescod notified the courts that an agreement in principle to settle had been reached to resolve the case for an aggregate amount of $ 7.8 7.8 On November 23, 2021, a case related to the Prescod Litigation, Amit Heli and Joseph Nina v. Celsius Holdings, Inc. was filed in the United States District Court for the Southern District of New York, Case No. 1:21-cv-09892. The Company answered the complaint on February 11, 2022. Like the Prescod Litigation, the plaintiffs in this case allege that the Company’s use of citric acid in its products while simultaneously claiming “no preservatives” constitutes false advertising and unfair or deceptive trade practices. Unlike the Prescod Litigation, in this case the violations alleged are of New York’s General Business Law. As with the Prescod Litigation, 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. No discovery has been conducted and this matter is still in its initial stages. On October 12, 2022, the Company and Mr. Prescod notified the courts that an agreement in principle to settle had been reached to resolve the Prescod and Heli case for an aggregate amount of $ 7.8 7.8 On January 8, 2021, the Company received a letter from the SEC Division of Enforcement seeking the production of documents in connection with a non-public fact-finding inquiry by the SEC to determine whether violations of the federal securities laws have occurred. Subsequent to January 8, 2021, the Company received subpoenas for production of documents in connection with the matter. The investigation and requests from the SEC do not represent that the SEC has concluded that the Company or anyone else has violated the federal securities laws. The Company has cooperated and will continue to cooperate with the SEC staff in its investigation and requests. At this time, however, the Company cannot predict the length, scope, or results of the investigation or the impact, if any, of the investigation on our results of operations. On March 16, 2022, Christian McCallion filed a class action lawsuit against the Company in the United States District Court for the Southern District of Florida. Plaintiff McCallion asserts that because of the Company’s delay in filing its Annual Report on Form 10-K for the year ended December 31, 2021, there was a decline in the market value of the Company’s securities and as a result, class members suffered significant losses and damages. On June 6, 2022 Judge Middlebrooks appointed a lead class plaintiff and the Company filed its Motion to Dismiss on August 5, 2022. As the Company has previously disclosed in its periodic reports filed with the SEC, prior to filing an application for an automatic fifteen (15) day extension of the original filing date, the Company experienced staffing limitations, unanticipated delays and identified material errors in previous filings. The Company does not believe it has committed any federal securities violations or made false and/or misleading statements and/or material omissions as alleged in the complaint. The Company intends to contest the claims vigorously on the merits. On January 11, 2023, Doreen R. Lampert filed a derivative stockholder complaint against certain of the Company’s directors and a former officer and, nominally, against the Company, in the United Stated District Court of the District of Nevada. Plaintiff Lampert asserts that the same allegations giving rise to the McCallion class action lawsuit also support claims for breach of fiduciary duty against the directors and former officer, among other claims. The deadline to respond to the complaint will be March 21, 2023. The Company does not believe its directors or former officer have breached any fiduciary duties or are otherwise liable under the theories plead in the complaint and the Company intends to contest the claims. On May 4, 2021, Plaintiffs Strong Arm Productions USA, Inc., Tramar Dillard p/k/a Flo Rida, and D3M Licensing Group, LLC filed a lawsuit against the Company in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. Plaintiffs asserted that the Company breached two endorsement and licensing agreements that were entered into between Plaintiffs and the Company in 2014 and 2016. Plaintiffs alleged the Company had reached certain revenue and sales benchmarks set forth in the 2014 agreement that entitled them to receive 750,000 A jury trial commenced on this matter on January 10, 2023. On January 18, 2023, the jury rendered a verdict against the Company for $ 82.6 2.1 5.52 We believe that the jury verdict is not supported by the facts of the case or applicable law, is the result of significant trial error, and there are strong grounds for appeal. We will seek to overturn the verdict in post-trial motions before the trial court and the Company filed a notice of appeal to the Fourth District Court of Appeal for the State of Florida on February 21, 2023. The appeal is suspended pending disposition of the pending post-trial motions. We intend to vigorously challenge the judgment through all appropriate post-trial motions and appeal processes. As a result, we believe that the likelihood that the amount of the judgment will be affirmed is not probable. We have taken into consideration the events that have occurred after the reporting period and before the financial statements were issued. We currently estimate a range of possible outcomes between $ 2.1 82.6 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. Commitments 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. If management makes the decision to terminate an agreement without cause, an estimate of expected damages is accrued, and an expense is recorded within operating expenses during the period in which termination was initiated. As of December 31, 2022 and 2021, we have contingent commitment to third parties of $ 30.7 Additionally, our business and results of operations may be adversely affected by the business and economic uncertainty resulting from the pandemic and public health crises related to the COVID-19 outbreak, which is affecting the macro-economic environment. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date the consolidated financial statements are issued. Except for the matters discussed in Note 19, there were no other subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Consolidation Policy | Consolidation Policy |
Significant Estimates | Significant Estimates |
Segment Reporting | Segment Reporting |
Concentrations of Risk | Concentrations of Risk ® Pepsi and the Company signed a distribution agreement on August 1, 2022, resulting in Pepsi acting as the Company’s preferred distributor performing the direct store delivery for a majority of the Company’s U.S. operations. Revenue of our customers accounting for more than 10%, for the years ended December 31, 2022, 2021 and 2020, are as follows: Schedule of revenue & accounts receivable with customers 2022 2021 2020 Pepsi 22.2 % - - Costco 16.7 % 12.7 % 2.9 % Amazon 8.8 % 10.1 % 15.1 % All other 52.3 % 77.2 % 82.0 % Total 100.0 % 100.0 % 100.0 % Accounts receivable of our customers accounting for more than 10%, for the years ended December 31, 2022, and 2021, are as follows: 2022 2021 Pepsi 47.6 % - Amazon 11.8 % 22.7 % Publix 1.4 % 10.3 % All other 39.2 % 67.0 % Total 100.0 % 100.0 % 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 December 31, 2022 and 2021, the Company had approximately $ 652.4 16.0 38,768 |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Restricted Cash | Restricted Cash Revenues |
Accounts Receivable | Accounts Receivable 2.1 0.8 |
Inventories | Inventories 8.4 2.6 |
Property and Equipment | Property and Equipment 3 7 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Property, Plant, and Equipment |
Long-lived Asset Geographic Data | Long-lived Asset Geographic Data The following table contains long-lived asset information which includes property and equipment and lease right of use assets and excludes goodwill and intangibles, where individual countries represent a material portion of the total: Schedule of long-lived asset geographic data December 31, December 31, 2022 2021 United States $ 9,750 $ 3,043 Sweden 1,251 1,050 Finland 363 301 Other 1 - Long-lived assets related to foreign operations 1,615 1,351 Total long-lived assets-net $ 11,365 $ 4,394 |
Goodwill | Goodwill st |
Intangible assets | Intangible assets 2.5 |
Revenue Recognition | Revenue Recognition Revenue from Contracts with Customers |
Deferred Revenue | Deferred Revenue 189.5 179.8 9.7 Related Party Transactions |
Accrued Distributor Termination Fees | Accrued Distributor Termination Fees 193.8 0.6 0.2 4.0 34.8 |
Customer Advances | Customer Advances no |
Advertising Costs | Advertising Costs 85.1 36.7 14.2 |
Research and Development | Research and Development 0.4 1.0 0.5 |
Foreign Currency Gain/Losses | Foreign Currency Gain/Losses 0.4 0.3 1.4 2.5 0.8 0.6 Chinese-Yuan Norwegian-Krone Swedish-Krona Finland-Euro |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Income Taxes | Income Taxes Accounting for 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 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for uncertain tax benefits in the accompanying consolidated balance sheet, along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company has adopted ASC 740-10-25 Definition of Settlement, The Company’s tax returns for tax years in 2019 through 2021 remain subject to potential examination by the taxing authorities. |
Earnings per Share | Earnings per Share Earnings per Share Basic earnings per common share is computed by dividing income or loss available to common stockholders by the weighted average number of shares of basic common stock outstanding. The Company’s Series A Convertible Preferred Stock is classified as a participating security in accordance with ASC 260. Net income allocated to the holders of Series A Convertible Preferred Stock will be calculated based on the stockholders’ proportionate share of weighted average shares of common stock outstanding on an if-converted basis. See Note 3. Earnings Per Share |
Share-Based Payments | Share-Based Payments Compensation — Stock Compensation |
Cost of Revenue | Cost of Revenue |
Operating Expenses | Operating Expenses |
Shipping and Handling Costs | Shipping and Handling Costs 26.8 26.9 9.5 Certain reclassification of prior period balances have been made to conform to current presentation. Please refer to consolidated balance sheets, Consolidated Statement of Cash Flows and Note 11. Accounts Payable and Accrued Expenses |
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 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. The Company has elected the relief provided. Topic 326 is effective for the Company in the first quarter of 2023. Adoption of the new standard is not expected to have a material impact on our consolidated financial statements or disclosures. |
Liquidity | Liquidity 238.8 238,772 198.8 198,808 108.2 108,182 . 51.5 51,490 3.9 3,937 96.6 96,586 . 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. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of revenue & accounts receivable with customers | Schedule of revenue & accounts receivable with customers 2022 2021 2020 Pepsi 22.2 % - - Costco 16.7 % 12.7 % 2.9 % Amazon 8.8 % 10.1 % 15.1 % All other 52.3 % 77.2 % 82.0 % Total 100.0 % 100.0 % 100.0 % Accounts receivable of our customers accounting for more than 10%, for the years ended December 31, 2022, and 2021, are as follows: 2022 2021 Pepsi 47.6 % - Amazon 11.8 % 22.7 % Publix 1.4 % 10.3 % All other 39.2 % 67.0 % Total 100.0 % 100.0 % |
Schedule of long-lived asset geographic data | Schedule of long-lived asset geographic data December 31, December 31, 2022 2021 United States $ 9,750 $ 3,043 Sweden 1,251 1,050 Finland 363 301 Other 1 - Long-lived assets related to foreign operations 1,615 1,351 Total long-lived assets-net $ 11,365 $ 4,394 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
(Loss) income per share: | |
Schedule of earnings per share, basic and diluted | Schedule of earnings per share, basic and diluted For the years ended December 31, 2022 2021 2020 Net (loss) income attributed to common stockholders Net (loss) income $ (187,282 ) $ 3,937 $ 8,524 Less: dividends paid to Series A convertible preferred stockholders (11,526 ) - - Net (loss) income attributed to common stockholders $ (198,808 ) $ 3,937 $ 8,524 Net (loss) income per common share: Basic $ (2.63 ) $ 0.05 $ 0.12 Dilutive $ (2.63 ) $ 0.05 $ 0.11 Weighted average common stock outstanding: Basic 75,649 73,781 70,195 Dilutive 75,649 77,689 74,444 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Revenue Abstract | |
Schedule of net sales by reporting segment | Schedule of net sales by reporting segment For the years ended December 31, December 31, December 31, North America $ 617,457 $ 273,005 $ 95,480 Europe 31,054 38,097 33,727 Asia 3,647 2,538 1,093 Other 1,446 632 426 Net sales $ 653,604 $ 314,272 $ 130,726 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories December 31, December 31, 2022 2021 Finished goods $ 119,229 $ 123,594 Raw Materials 62,491 70,201 Less: Inventory reserve (8,431 ) (2,573 ) Inventories $ 173,289 $ 191,222 |
NOTE RECEIVABLE (Tables)
NOTE RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Note Receivable | |
Schedule of note receivable | Schedule of note receivable December 31, December 31, 2022 2021 Note Receivable-current $ 2,979 $ 2,588 Note Receivable-non-current 3,574 7,117 Total Note Receivable $ 6,553 $ 9,705 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of future minimum lease payments | Schedule of future minimum lease payments Operating Finance Future minimum lease payments Leases Leases Total 2023 $ 698 $ 76 $ 774 2024 328 39 367 2025 7 67 74 2026 - 64 64 Total future minimum lease payments 1,033 246 1,279 Less: Amount representing interest (46 ) (14 ) (60 ) Present value of lease liabilities 987 232 1,219 Less: current portion (661 ) (70 ) (731 ) Long-term portion $ 326 $ 162 $ 488 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment Estimated Useful December 31, December 31, Life in Years 2022 2021 Merchandising equipment - coolers 5 7 $ 9,885 $ 3,052 Office equipment 3 7 1,124 891 Vehicles 5 1,257 304 Less: accumulated depreciation (2,081 ) (1,067 ) Total $ 10,185 $ 3,180 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of accumulated amortization of intangible assets | Schedule of accumulated amortization of intangible assets December 31, December 31, 2022 2021 Definite-lived intangible assets Customer relationships $ 13,418 $ 14,248 Less: accumulated amortization (1,610 ) (1,140 ) Definite-lived intangible assets, net $ 11,808 $ 13,108 Indefinite-lived intangible assets Brands $ 2,984 $ 3,193 Less: Impairment (2,538 ) - Indefinite-lived intangible assets, net $ 446 $ 3,193 Total Intangibles $ 12,254 $ 16,301 |
Schedule of future estimated amortization expense | Schedule of future estimated amortization expense Years ending December 31, 2023 $ 537 2024 537 2025 537 2026 537 2027 537 Thereafter 9,123 Total $ 11,808 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Schedule of accounts payable and accrued expenses December 31, December 31, 2022 2021 Accounts payable $ 36,248 $ 35,820 Due to Pepsi 34,807 - Accrued freight 8,532 15,872 Accrued expenses 19,081 15,311 Unbilled purchases 8,672 5,439 Total $ 107,340 $ 72,442 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | Schedule of other current liabilities December 31, December 31, 2022 2021 Short-term VAT payable $ 198 $ - State Beverage Container Deposit 3,388 976 Total $ 3,586 $ 976 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of preferred shares | Summary of preferred shares December 31, 2022 Level 1 Level 2 Level 3 Mezzanine equity: Series A convertible preferred shares $ - $ 824,488 $ - Indefinite-lived intangible assets: Brands - - 446 Total $ - $ 824,488 $ 446 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of domestic and foreign components | Schedule of domestic and foreign components 2022 2021 2020 Domestic $ (151,551 ) $ (4,176 ) $ 8,111 Foreign (1,113 ) 117 529 Income (loss) before provision for income taxes $ (152,664 ) $ (4,059 ) $ 8,640 |
Schedule of provision for income taxes | Schedule of provision for income taxes Current: 2022 2021 2020 Domestic $ 10,498 $ - $ - State 2,601 1,523 - Foreign - (38 ) 116 Current federal, state and local, tax expense $ 13,099 $ 1,485 $ 116 Deferred 2022 2021 2020 Domestic $ 18,558 $ (7,142 ) $ - State and local 4,034 (1,878 ) - Foreign (1,073 ) (461 ) - Deferred federal, state and local, tax expense 21,519 $ (9,481 ) $ - Income tax expense (benefit) 34,618 (7,996 ) 116 |
Schedule of effective rate on income before provision (benefit) for income taxes | Schedule of effective rate on income before provision (benefit) for income taxes 2022 2021 2020 U.S. Statutory federal rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit (3.9 )% (12.5 )% 4.4 % Tax effect of Pepsi valuation premium (38.9 )% Permanent differences, including stock-based compensation - - 6.7 % Stock based compensation (0.9 )% 50.5 % - Change in valuation allowance 0.4 % 219.8 % (29.8 )% Change in deferred balances - (80.6 )% - Other (0.4 )% (0.9 )% - Effective tax rate (22.7 )% 197.2 % 2.3 % |
Schedule of deferred tax assets | Schedule of deferred tax assets December 31, December 31, Net operating loss carryforwards $ 4,774 $ 6,685 Charitable contributions 17 17 Fixed assets (1,158 ) (627 ) Pepsi valuation premium (70,637 ) Right of use liability 154 134 Right of use asset (146 ) (122 ) Distributor termination fees 46,859 - Uncertain tax position - 132 Stock-based compensation 5,236 6,190 Inventory allowance 5,423 800 Intangibles (2,516 ) (3,317 ) Total deferred tax (liabilities) assets (11,994 ) 9,892 Valuation allowance (3,424 ) (4,019 ) Net deferred tax (liabilities) assets (15,418 ) 5,873 |
Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits | Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits 2022 2021 Gross unrecognized tax benefit, beginning of period $ 1,080 $ 82 Additions based on tax positions related to the current year - - Additions based on tax positions related to the prior years - 998 Reductions due to lapse in statute of limitations and settlements (378 ) - Gross unrecognized tax benefit, end of period $ 702 $ 1,080 |
Summary of the filing jurisdictions and open tax years | Summary of the filing jurisdictions and open tax years Open Years U.S. Federal 2019 2021 U.S State and local 2018 2021 Non-U.S. 2016 2021 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of black scholes option-pricing model valuation assumption | Schedule of black scholes option-pricing model valuation assumption Years ended 2022 (1) 2021 2020 Expected volatility NA 69.2 81.1% 69.2 81.1% Expected term NA 4.5 5.0 4.8 5.0 Risk-free interest rate NA 0.3% 1.4% 0.2% 1.4% Forfeiture Rate NA 0.0% 0.0% (1) No stock options were issued during 2022. |
Schedule of outstanding stock options | Schedule of outstanding stock options Weighted Average Aggregate Weighted Shares Exercise Grant Date Intrinsic Average (000’s) Price Fair 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 (1,460 ) 3.85 80.58 84,371 Forfeiture and cancelled (443 ) 5.01 At December 31, 2021 3,600 $ 7.47 $ 241,515 6.37 Granted - - Exercised (1,273 ) $ 3.67 $ 80.70 $ 102,283 Forfeiture and cancelled (61 ) 5.46 At December 31, 2022 2,266 $ 9.66 $ 213,914 5.43 Exercisable at December 31, 2022 1,928 $ 6.41 $ 188,261 5.05 |
Schedule of employee stock options outstanding | Schedule of employee stock options outstanding Outstanding Options Vested Options Range of Exercise Price Number Weighted Weighted Number Weighted Weighted $0.34 - $1.05 30 1.44 $ 0.58 30 $ 0.58 1.44 $1.97 - $2.95 5 3.01 1.97 5 1.97 3.01 $3.23 - $4.85 1,465 5.38 3.81 1,412 3.80 5.34 $5.59 - $8.38 389 3.51 5.70 331 5.72 2.88 $14.53 - $21.79 61 7.58 14.53 40 14.53 7.58 $21.80 - $32.70 16 7.83 21.80 10 21.80 7.83 $42.64 - $63.96 300 8.01 42.67 100 42.67 8.01 Outstanding options 2,266 5.43 $ 9.66 1,928 $ 6.41 5.05 |
Schedule of restricted stock activity | Schedule of restricted stock activity For the twelve months ended December 31, December 31, Shares Weighted Shares Weighted Unvested at beginning of period 0.3 $ 14.72 66.2 $ 28.11 Transfers to restricted stock units - - (45.9 ) 34.02 Granted - - - - Vested - - (18.9 ) 14.79 Forfeited and cancelled (0.3 ) 14.72 (1.1 ) 14.72 Unvested at end of period - $ - 0.3 $ 14.72 |
Schedule of restricted stock unit activity | Schedule of restricted stock unit activity For the twelve months ended December 31, December 31, Shares Weighted Shares Weighted Unvested at beginning of period 566 $ 52.66 - $ - Transfers to restricted stock awards - - 46 34.02 Granted 248 74.14 574 54.40 Vested (205 ) 54.17 (19 ) 64.58 Forfeited and cancelled (70 ) 61.99 (35 ) 50.46 Unvested at end of period 539 $ 60.73 566 $ 52.66 |
Schedule of stock-based awards issued to non-employee consultants | Schedule of stock-based awards issued to non-employee consultants For the twelve months ended December 31, December 31, Shares Weighted Shares Weighted Unvested at beginning of period 15 $ 64.65 - $ - Granted 76 98.28 15 64.65 Vested (15 ) 98.28 - - Forfeited and cancelled - - - - Unvested at end of period 76 $ 91.48 15 $ 64.65 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 01, 2022 | Dec. 31, 2022 | |
Transition Agreement [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Termination expenses | $ 193,800 | |
Transition Agreement [Member] | Convertible Preferred Stock [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Stock Issued During Period, Shares | 1,466,666 | |
Proceeds from issuance of convertible preferred stock | $ 55,000 | |
Func Food Group [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Date of Acquisition | Oct. 25, 2019 | |
Equity acquired | 100% |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Customer Concentration Risk Total [Member] | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | |||
Product Information [Line Items] | |||
Total | 100% | 100% | 100% |
Revenue Benchmark [Member] | PepsiCo Inc [Member] | |||
Product Information [Line Items] | |||
Total | 22.20% | ||
Revenue Benchmark [Member] | Costco [Member] | |||
Product Information [Line Items] | |||
Total | 16.70% | 12.70% | 2.90% |
Revenue Benchmark [Member] | Amazon [Member] | |||
Product Information [Line Items] | |||
Total | 8.80% | 10.10% | 15.10% |
Revenue Benchmark [Member] | All Other [Member] | |||
Product Information [Line Items] | |||
Total | 52.30% | 77.20% | 82% |
Accounts Receivable [Member] | |||
Product Information [Line Items] | |||
Total | 100% | 100% | |
Accounts Receivable [Member] | PepsiCo Inc [Member] | |||
Product Information [Line Items] | |||
Total | 47.60% | ||
Accounts Receivable [Member] | Amazon [Member] | |||
Product Information [Line Items] | |||
Total | 11.80% | 22.70% | |
Accounts Receivable [Member] | All Other [Member] | |||
Product Information [Line Items] | |||
Total | 39.20% | 67% | |
Accounts Receivable [Member] | Publix [Member] | |||
Product Information [Line Items] | |||
Total | 1.40% | 10.30% |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Total long-lived assets-net | $ 11,365 | $ 4,394 |
Long-lived assets related to foreign operations | 1,615 | 1,351 |
UNITED STATES | ||
Total long-lived assets-net | 9,750 | 3,043 |
SWEDEN | ||
Long-lived assets related to foreign operations | 1,251 | 1,050 |
FINLAND | ||
Long-lived assets related to foreign operations | 363 | 301 |
Other [Member] | ||
Long-lived assets related to foreign operations | $ 1 |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Amount excess of FDIC limit | $ 652,400 | $ 16,000 | |
Restricted cash | 38,768 | ||
Allowance for doubtful accounts | 2,100 | 800 | |
Inventory reserve | 8,400 | 2,600 | |
Impairment of long lived assets | 2,500 | ||
Deferred revenue | 189,500 | ||
Deferred Revenue, Noncurrent | 179,800 | ||
Deferred revenue-current | 9,700 | ||
Termination Expense | 193,800 | 600 | $ 200 |
Termination Payable | 4,000 | ||
Distribution agreements termination expense | 34,800 | ||
Customer advances | 0 | 0 | |
Advertising expense | 85,100 | 36,700 | 14,200 |
Research and development expense | 400 | 1,000 | 500 |
Exchange losses | 400 | 300 | |
Recognized foreign currency gains | 1,400 | ||
Foreign Currency Transaction Gain Before Tax | 2,500 | ||
Foreign Currency Translation | 800 | 600 | |
Freight expense | 26,800 | 26,900 | 9,500 |
Accumulated deficit | 238,772 | 51,490 | |
Net (loss) income | 198,808 | (3,937) | (8,524) |
Net cash provided by (used in) operating activities | 108,182 | (96,586) | 3,395 |
Net (loss) income attributed to common shareholders | (198,808) | 3,937 | 8,524 |
Net cash provided by (used in) operating activities | $ (108,182) | $ 96,586 | $ (3,395) |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment estimated useful life | 3 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment estimated useful life | 7 years |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
(Loss) income per share: | |||
Net (loss) income | $ (187,282) | $ 3,937 | $ 8,524 |
Less: dividends paid to Series A convertible preferred stockholders | (11,526) | ||
Net (loss) income attributed to common stockholders | $ (198,808) | $ 3,937 | $ 8,524 |
Basic | $ (2.63) | $ 0.05 | $ 0.12 |
Dilutive | $ (2.63) | $ 0.05 | $ 0.11 |
Basic | 75,649 | 73,781 | 70,195 |
Dilutive | 75,649 | 77,689 | 74,444 |
EARNINGS PER SHARE (Details Nar
EARNINGS PER SHARE (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 shares | |
(Loss) income per share: | |
Potentially Dilutive Shares Outstanding | 10,200,000 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net sales | $ 653,604 | $ 314,272 | $ 130,726 |
North America [Member] | |||
Net sales | 617,457 | 273,005 | 95,480 |
Europe [Member] | |||
Net sales | 31,054 | 38,097 | 33,727 |
Asia [Member] | |||
Net sales | 3,647 | 2,538 | 1,093 |
Other [Member] | |||
Net sales | $ 1,446 | $ 632 | $ 426 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Promotional allowance included as a reduction of revenue | $ 158,500 | $ 64,200 | $ 28,700 | |
Revenues | 653,604 | 314,272 | 130,726 | |
Contract with Customer, Liability | 193,000 | |||
Upfront payment received | 227,800 | |||
Transition Agreement [Member] | ||||
Termination expenses sales and marketing | 193,800 | |||
PepsiCo Inc [Member] | ||||
Total Payment | $ 250,000 | |||
Payment received | 227,800 | |||
Termination expenses sales and marketing | 193,000 | |||
Upfront payment received | 227,800 | |||
Implicit Payment | $ 282,500 | |||
Refund liability | 34,800 | |||
Deferred Revenue | 4,200 | |||
excess fair value over issuance proceeds | 282,500 | |||
contra-revenues | 5,900 | |||
License Agreement [Member] | ||||
Revenues | 2,000 | 1,600 | 800 | |
SWEDEN | ||||
Revenues | 21,700 | 26,900 | 23,400 | |
Foreign Revenues [Member] | ||||
Revenues | $ 36,100 | $ 41,300 | $ 35,200 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 119,229 | $ 123,594 |
Raw Materials | 62,491 | 70,201 |
Less: Inventory reserve | (8,431) | (2,573) |
Inventories | $ 173,289 | $ 191,222 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
Prepaid expenses and other current assets | $ 11,341 | $ 13,555 |
NOTE RECEIVABLE (Details)
NOTE RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Note Receivable | ||
Note Receivable-current | $ 2,979 | $ 2,588 |
Note Receivable-non-current | 3,574 | 7,117 |
Total Note Receivable | $ 6,553 | $ 9,705 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Note Receivable description | The Note 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 | $ 200 | $ 300 | $ 400 |
Instalment collateral shares | 30,000 | ||
Maximum [Member] | |||
Weighted average interest rate | 5% | ||
Outstanding principal amount | $ 5,000 | ||
Minimum [Member] | |||
Weighted average interest rate | 2% | ||
Outstanding principal amount | $ 5,000 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
2023 | $ 698 | |
2023 | 76 | |
2023 | 774 | |
2024 | 328 | |
2024 | 39 | |
2024 | 367 | |
2025 | 7 | |
2025 | 67 | |
2025 | 74 | |
2026 | ||
2026 | 64 | |
2026 | 64 | |
Total future minimum lease payments | 1,033 | |
Total future minimum lease payments | 246 | |
Total future minimum lease payments | 1,279 | |
Less: Amount representing interest | (46) | |
Less: Amount representing interest | (14) | |
Less: Amount representing interest | (60) | |
Present value of lease liabilities | 987 | |
Present value of lease liabilities | 232 | |
Present value of lease liabilities | 1,219 | |
Less: current portion | (661) | $ (512) |
Less: current portion | (70) | (157) |
Less: current portion | (731) | |
Long-term portion | 326 | 658 |
Long-term portion | 162 | $ 45 |
Long-term portion | $ 488 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (2,081) | $ (1,067) |
Total | 10,185 | 3,180 |
Merchandising Equipment Coolers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,885 | 3,052 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,124 | 891 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Property, plant and equipment, gross | $ 1,257 | $ 304 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Minimum [Member] | Merchandising Equipment Coolers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Minimum [Member] | Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Maximum [Member] | Merchandising Equipment Coolers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Maximum [Member] | Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 1,362 | $ 550 | $ 127 |
GOODWILL AND INTANGIBLES (Detai
GOODWILL AND INTANGIBLES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Customer relationships | $ 13,418 | $ 14,248 |
Less: accumulated amortization | (1,610) | (1,140) |
Definite-lived intangible assets, net | 11,808 | 13,108 |
Brands | 2,984 | 3,193 |
Less: Impairment | (2,538) | |
Indefinite-lived intangible assets, net | 446 | 3,193 |
Total Intangibles | $ 12,254 | $ 16,301 |
GOODWILL AND INTANGIBLES (Det_2
GOODWILL AND INTANGIBLES (Details 1) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 537 |
2024 | 537 |
2025 | 537 |
2026 | 537 |
2027 | 537 |
Thereafter | 9,123 |
Total | $ 11,808 |
GOODWILL AND INTANGIBLES (Det_3
GOODWILL AND INTANGIBLES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible Assets, Net (Including Goodwill) | $ 13,700 | ||
Amortized over estimated useful life | 25 years | ||
Amortization expense | $ 500 | $ 600 | $ 600 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 36,248 | $ 35,820 |
Due to Pepsi | 34,807 | |
Accrued freight | 8,532 | 15,872 |
Accrued expenses | 19,081 | 15,311 |
Unbilled purchases | 8,672 | 5,439 |
Total | $ 107,340 | $ 72,442 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
VAT payable | $ 198 | |
State Beverage Container Deposit | 3,388 | 976 |
Total | $ 3,586 | $ 976 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |||
Aug. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Deferred revenue | $ 189,500,000 | |||
Revenues | 653,604,000 | $ 314,272,000 | $ 130,726,000 | |
Net proceeds from sale of common stock | $ 67,769,000 | $ 21,892,000 | ||
Series A Preferred Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Preferred stock issued | 1,466,666 | 1,467,000 | 0 | |
Issuance of preferred stock fair value | $ 832,500,000 | |||
PepsiCo Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of Related Party Common Stock Outstanding | 8.50% | |||
Net Sales | $ 142,300,000 | |||
Accounts receivable from related party | 31,600,000 | |||
Related party cash payment | 227,800,000 | |||
Deferred revenue | 189,500,000 | |||
Revenues | 4,200,000 | |||
Related Party Liability Payable Due | 34,800,000 | |||
Issuance of preferred stock fair value | $ 832,500,000 | |||
Deferred contract asset in other assets | 282,500,000 | |||
Accumulated amortization of other deferred costs | 5,900,000 | |||
PepsiCo Inc [Member] | Contract Assets Current [Member] | ||||
Related Party Transaction [Line Items] | ||||
Unamortized deferred contract costs | 14,100,000 | |||
PepsiCo Inc [Member] | Contract Assets Non Current [Member] | ||||
Related Party Transaction [Line Items] | ||||
Unamortized deferred contract costs | 262,500,000 | |||
PepsiCo Inc [Member] | Series A Preferred Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Preferred stock issued | 1,466,666 | |||
Excess of payments from related party | 34,800,000 | |||
Issuance of preferred stock fair value | 832,500,000 | |||
Net proceeds from sale of common stock | $ 550,000,000 | |||
Issuance of deferred contract asset in other assets excess | 550,000,000 | |||
Majority Shareholder [Member] | Building [Member] | C D Financial L L C [Member] | ||||
Related Party Transaction [Line Items] | ||||
Monthly expense | $ 37,600 |
MEZZANINE EQUITY (Details Narra
MEZZANINE EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Aug. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-Sale [Line Items] | |||
Percentage of Voting Right, Preferred Stock | 50% | ||
Series A Convertible Preferred Stock [Member] | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Preferred Stock, Shares Authorized | 1,466,666 | ||
Series A Preferred Stock [Member] | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Preferred Stock Par Value | $ 0.001 | ||
Preferred Stock Stated Value | $ 375 | ||
Preferred Stock, Shares Issued | 1,466,666 | 1,467,000 | 0 |
Percentage of Share Authorized | 100% | ||
Issuance Of Preferred Stock Fair Value | $ 832,500 | ||
Per Share of Aggregate Fair Value of Preferred Share | $ 568 | ||
Debt Issuance Costs, Net | $ 8,000 | ||
Preferred Stock, Liquidation Preference, Value | $ 550,000 | ||
Accrued dividend | 5% | ||
Dividends | $ 11,500 | ||
Preferred Stock, Dividends Per Share, Declared | $ 7.86 | ||
Preferred Stock, Dividend Rate, Percentage | 5% | 5% | |
Preferred Stock, Convertible, Shares Issuable | 7,333,330 | ||
Series A Preferred Stock [Member] | Minimum [Member] | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Preferred Stock, Convertible, Conversion Ratio | 1 | ||
Series A Preferred Stock [Member] | Maximum [Member] | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Preferred Stock, Convertible, Conversion Ratio | 5 | ||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Preferred Stock, Shares Issued | 1,466,666 | ||
Cash Consideration to Related Party | $ 550,000 | ||
Common Stock, Other Shares, Outstanding | 3,666,665 | ||
Eight Percentage [Member] | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Preferred Stock, Dividend Rate, Percentage | 8% | ||
Ten Percentage [Member] | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Preferred Stock, Dividend Rate, Percentage | 10% | ||
Twelve Percentage [Member] | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Preferred Stock, Dividend Rate, Percentage | 12% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Jun. 14, 2021 | Jun. 11, 2021 | Jun. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Proceeds from exercise of stock options | $ 3,683 | $ 3,720 | $ 4,127 | |||
Number of options exercised | 873,141 | 1,273 | 1,460 | |||
Sales of common stock | 6,518,267 | |||||
Share price | $ 0.001 | |||||
Public offering price | $ 62.50 | |||||
Additional share purchase | 977,740 | |||||
Net proceeds from sale of common stock | $ 67,769 | $ 21,892 | ||||
Company [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Sales of common stock | 1,133,953 | |||||
Net proceeds from sale of common stock | $ 67,769,386 | |||||
Selling Stockholders [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Sales of common stock | 6,257,455 | 739,188 | ||||
Net proceeds from sale of common stock | $ 375,447,300 | |||||
Stock Incentive Plan2015 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of option shares granted | 1,500,000 | 1,500,000 | 1,900,000 | |||
Proceeds from exercise of stock options | $ 3,700 | $ 3,700 | $ 4,100 | |||
Number of options exercised | 1,000,000 | 1,000,000 | 1,300,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred stock, value, issued | |
Fair Value, Inputs, Level 1 [Member] | Series A Preferred Stock [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred stock, value, issued | |
Fair Value, Inputs, Level 1 [Member] | Indefinite-Lived Intangible Assets [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred stock, value, issued | |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred stock, value, issued | 824,488 |
Fair Value, Inputs, Level 2 [Member] | Series A Preferred Stock [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred stock, value, issued | 824,488 |
Fair Value, Inputs, Level 2 [Member] | Indefinite-Lived Intangible Assets [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred stock, value, issued | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred stock, value, issued | 446 |
Fair Value, Inputs, Level 3 [Member] | Series A Preferred Stock [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred stock, value, issued | |
Fair Value, Inputs, Level 3 [Member] | Indefinite-Lived Intangible Assets [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred stock, value, issued | $ 446 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details Narrative) - Series A Preferred Stock [Member] - $ / shares | 12 Months Ended | ||
Aug. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Preferred stock issued | 1,466,666 | 1,467,000 | 0 |
Volatility Rate | 45% | ||
Risk free interest rate | 2.69% | ||
Dividend rate | 5% | 5% | |
Closing Price | $ 98.87 | ||
Debt discount rate | 12.50% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income before provision for income taxes | $ (152,664) | $ (4,059) | $ 8,640 |
Domestic Tax Authority [Member] | |||
Income before provision for income taxes | (151,551) | (4,176) | 8,111 |
Foreign Tax Authority [Member] | |||
Income before provision for income taxes | $ (1,113) | $ 117 | $ 529 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Domestic | $ 10,498 | ||
State | 2,601 | 1,523 | |
Foreign | (38) | 116 | |
Current federal, state and local, tax expense | 13,099 | 1,485 | 116 |
Deferred | |||
Domestic | 18,558 | (7,142) | |
State and local | 4,034 | (1,878) | |
Foreign | (1,073) | (461) | |
Deferred federal, state and local, tax expense | 21,519 | (9,481) | |
Income tax expense (benefit) | $ 34,618 | $ (7,996) | $ 116 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. Statutory federal rate | 21% | 21% | 21% |
State taxes, net of federal benefit | (3.90%) | (12.50%) | 4.40% |
Tax effect of Pepsi valuation premium | (38.90%) | ||
Permanent differences, including stock-based compensation | 6.70% | ||
Stock based compensation | (0.90%) | 50.50% | |
Change in valuation allowance | 0.40% | 219.80% | (29.80%) |
Change in deferred balances | (80.60%) | ||
Other | (0.40%) | (0.90%) | |
Effective tax rate | (22.70%) | 197.20% | 2.30% |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 4,774 | $ 6,685 |
Charitable contributions | 17 | 17 |
Fixed assets | (1,158) | (627) |
Pepsi valuation premium | (70,637) | |
Right of use liability | 154 | 134 |
Right of use asset | (146) | (122) |
Distributor termination fees | 46,859 | |
Uncertain tax position | 132 | |
Stock-based compensation | 5,236 | 6,190 |
Inventory allowance | 5,423 | 800 |
Intangibles | (2,516) | (3,317) |
Total deferred tax (liabilities) assets | (11,994) | 9,892 |
Valuation allowance | (3,424) | (4,019) |
Net deferred tax (liabilities) assets | $ (15,418) | $ 5,873 |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefit, beginning of period | $ 1,080 | $ 82 |
Additions based on tax positions related to the current year | ||
Additions based on tax positions related to the prior years | 998 | |
Reductions due to lapse in statute of limitations and settlements | (378) | |
Gross unrecognized tax benefit, end of period | $ 702 | $ 1,080 |
INCOME TAXES (Details 5)
INCOME TAXES (Details 5) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum [Member] | Non-US [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Open Tax Year | 2019 |
Minimum [Member] | U.S. Federal [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Open Tax Year | 2018 |
Minimum [Member] | U.S State and local [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Open Tax Year | 2021 |
Maximum [Member] | Non-US [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Open Tax Year | 2021 |
Maximum [Member] | U.S. Federal [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Open Tax Year | 2016 |
Maximum [Member] | U.S State and local [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Open Tax Year | 2021 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards, Federal | $ 2,300 | |
Operating Loss Carryforwards, State | $ 8,700 | |
Ownership change | 50% | |
Unrealized NOLs due to ownership change | $ 4,500 | |
Removed from the available NOL carryforward and US NOL deferred tax asset. | 4,500 | |
Operating Loss Carryforwards, Foreign | 21,900 | |
Valuation allowance | $ 6,000 | $ 500 |
Unrecognized tax benefits that would impact effective tax rate | 700 | |
Uncertain tax positions | 800 | |
Unrecognized tax benefits, Interest and penalties | $ 100 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Forfeiture Rate | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 69.20% | 69.20% |
Expected term | 4 years 6 months | 4 years 9 months 18 days |
Risk-free interest rate | 0.30% | 0.20% |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 81.10% | 81.10% |
Expected term | 5 years | 5 years |
Risk-free interest rate | 1.40% | 1.40% |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||||
Options outstanding, Balance at Beginning | 3,600 | 5,198 | ||
Weighted Average Exercise Price, Balance at beginning | $ 7.47 | $ 4.23 | ||
Aggregate Intrinsic Value Balance at beginning | $ 241,515 | $ 240,866 | ||
Weighted Average Remaining Term Ending Balance | 5 years 5 months 4 days | 6 years 4 months 13 days | 6 years 10 months 20 days | |
Options outstanding, Granted | 305 | |||
Weighted Average Exercise Price, options granted | $ 42.37 | |||
Weighted Average Grant Date Fair Value Granted | $ 30.32 | |||
Options outstanding, Exercised | (873,141) | (1,273) | (1,460) | |
Weighted Average Exercise Price, Exercised | $ 3.67 | $ 3.85 | ||
Weighted Average Grant Date Fair Value Exercised | $ 80.70 | $ 80.58 | ||
Aggregate Intrinsic Value Exercised | $ 102,283 | $ 84,371 | ||
Options outstanding, Forfeiture and cancelled | (61) | (443) | ||
Weighted Average Exercise Price, Forfeiture and cancelled | $ 5.46 | $ 5.01 | ||
Options outstanding, Balance at end | 2,266 | 3,600 | 5,198 | |
Weighted Average Exercise Price, Balance at end | $ 9.66 | $ 7.47 | $ 4.23 | |
Aggregate Intrinsic Value Balance at end | $ 213,914 | $ 241,515 | $ 240,866 | |
Options outstanding, Exercisable at end | 1,928 | |||
Weighted Average Exercise Price, Options Exercisable | $ 6.41 | |||
Aggregate Intrinsic Value Exercisable | $ 188,261 | |||
Weighted Average Remaining Term, exercisable | 5 years 18 days |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number outstanding options | shares | 2,266,000 |
Weighted average remaining life, outstanding options | 5 years 5 months 4 days |
Weighted average exercise price, outstanding options | $ / shares | $ 9.66 |
Number vested options, exercisable | shares | 1,928,000 |
Weighted average exercise price, vested options | $ / shares | $ 6.41 |
Weighted average remaining life, vested options | 5 years 18 days |
Range Of Exercise Price1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number outstanding options | shares | 30,000 |
Weighted average remaining life, outstanding options | 1 year 5 months 8 days |
Weighted average exercise price, outstanding options | $ / shares | $ 0.58 |
Number vested options, exercisable | shares | 30,000 |
Weighted average exercise price, vested options | $ / shares | $ 0.58 |
Weighted average remaining life, vested options | 1 year 5 months 8 days |
Range Of Exercise Price2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number outstanding options | shares | 5,000 |
Weighted average remaining life, outstanding options | 3 years 3 days |
Weighted average exercise price, outstanding options | $ / shares | $ 1.97 |
Number vested options, exercisable | shares | 5,000 |
Weighted average exercise price, vested options | $ / shares | $ 1.97 |
Weighted average remaining life, vested options | 3 years 3 days |
Range Of Exercise Price3 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number outstanding options | shares | 1,465,000 |
Weighted average remaining life, outstanding options | 5 years 4 months 17 days |
Weighted average exercise price, outstanding options | $ / shares | $ 3.81 |
Number vested options, exercisable | shares | 1,412,000 |
Weighted average exercise price, vested options | $ / shares | $ 3.80 |
Weighted average remaining life, vested options | 5 years 4 months 2 days |
Range Of Exercise Price4 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number outstanding options | shares | 389,000 |
Weighted average remaining life, outstanding options | 3 years 6 months 3 days |
Weighted average exercise price, outstanding options | $ / shares | $ 5.70 |
Number vested options, exercisable | shares | 331,000 |
Weighted average exercise price, vested options | $ / shares | $ 5.72 |
Weighted average remaining life, vested options | 2 years 10 months 17 days |
Range Of Exercise Price5 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number outstanding options | shares | 61,000 |
Weighted average remaining life, outstanding options | 7 years 6 months 29 days |
Weighted average exercise price, outstanding options | $ / shares | $ 14.53 |
Number vested options, exercisable | shares | 40,000 |
Weighted average exercise price, vested options | $ / shares | $ 14.53 |
Weighted average remaining life, vested options | 7 years 6 months 29 days |
Range Of Exercise Price6 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number outstanding options | shares | 16,000 |
Weighted average remaining life, outstanding options | 7 years 9 months 29 days |
Weighted average exercise price, outstanding options | $ / shares | $ 21.80 |
Number vested options, exercisable | shares | 10,000 |
Weighted average exercise price, vested options | $ / shares | $ 21.80 |
Weighted average remaining life, vested options | 7 years 9 months 29 days |
Range Of Exercise Price7 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number outstanding options | shares | 300,000 |
Weighted average remaining life, outstanding options | 8 years 3 days |
Weighted average exercise price, outstanding options | $ / shares | $ 42.67 |
Number vested options, exercisable | shares | 100,000 |
Weighted average exercise price, vested options | $ / shares | $ 42.67 |
Weighted average remaining life, vested options | 8 years 3 days |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details 3) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unvested at beginning of period | 300 | 66,200 |
Unvested at beginning of period (in Dollars per share) | $ 14.72 | $ 28.11 |
Transfers to restricted stock units | (45,900) | |
Restricted stock Transfers to restricted stock units(in Dollars per share) | $ 34.02 | |
Granted | ||
Restricted stock granted (in Dollars per share) | ||
Vested | 18,900 | |
Restricted stock vested (in Dollars per share) | $ 14.79 | |
Vested | (18,900) | |
Forfeited and cancelled | (300) | (1,100) |
Restricted stock Forfeiture and cancelled (in Dollars per share) | $ 14.72 | $ 14.72 |
Unvested at end of period | 300 | |
Unvested at end of period (in Dollars per share) | $ 14.72 |
STOCK-BASED COMPENSATION (Det_5
STOCK-BASED COMPENSATION (Details 4) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unvested at beginning of period | 566,000 | |
Unvested at beginning of period (in Dollars per share) | $ 52.66 | |
Transfers to restricted stock units | 46,000 | |
Restricted stock Transfers to restricted stock units(in Dollars per share) | $ 34.02 | |
Granted | 248,000 | 574,000 |
Restricted stock granted (in Dollars per share) | $ 74.14 | $ 54.40 |
Vested | (205,000) | (19,000) |
Restricted stock vested (in Dollars per share) | $ 54.17 | $ 64.58 |
Forfeited and cancelled | (70,000) | (35,000) |
Restricted stock Forfeiture and cancelled (in Dollars per share) | $ 61.99 | $ 50.46 |
Unvested at end of period | 539,000 | 566,000 |
Unvested at end of period (in Dollars per share) | $ 60.73 | $ 52.66 |
STOCK-BASED COMPENSATION (Det_6
STOCK-BASED COMPENSATION (Details 5) - Performance Shares [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unvested at beginning of period | 15,000 | |
Unvested at beginning of period (in Dollars per share) | $ 64.65 | |
Granted | 76,000 | 15,000 |
Restricted stock granted (in Dollars per share) | $ 98.28 | $ 64.65 |
Vested | (15,000) | |
Restricted stock vested (in Dollars per share) | $ 98.28 | |
Forfeited and cancelled | ||
Restricted stock Forfeiture and cancelled (in Dollars per share) | ||
Unvested at end of period | 76,000 | 15,000 |
Unvested at end of period (in Dollars per share) | $ 91.48 | $ 64.65 |
STOCK-BASED COMPENSATION (Det_7
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2015 | Jan. 18, 2007 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares authorized | 5,000,000 | ||||
Share-based compensation service or vesting period of grant | 10 years | ||||
Options to purchase vested | 1,900,000 | 1,900,000 | |||
Stock Issued During Period, Value, Stock Options Exercised | $ 3,684 | $ 3,720 | $ 4,126 | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 42.37 | ||||
Unrecognized pre-tax non-cash compensation expense (in Dollars) | $ 3,400 | ||||
Period unrecognized pre-tax non-cash compensation expense | 1 year | ||||
Incremental compensation cost | $ 19,300 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 20,300 | ||||
Performance Shares [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Period unrecognized pre-tax non-cash compensation expense | 1 year 7 months 6 days | ||||
Unrecognized compensation expense | $ 4,300 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Aggregate Target Payout If Circumstances Met | $ 7,500 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 20% | ||||
Vested [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Fair value of shares vested | $ 11,600 | ||||
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 maximum contractual term of the Company’s stock options is 10 years. The Company recognizes forfeitures as they occur. There are options to purchase approximately 1.9 million shares that have vested as of December 31, 2022 and 2021. | ||||
Share-based compensation service or vesting period of grant | 3 years | ||||
Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation service or vesting period of grant | 2 years | ||||
General and Administrative Expense [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Non-cash compensation expense (in Dollars) | $ 20,700 | $ 36,500 | $ 6,300 | ||
Stock Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | ||||
Stock Incentive Plan2015 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock incentive plan, description | In addition, there is a provision in the 2015 Plan for an annual increase to the maximum number of shares authorized under the 2015 Plan, which increase shall be added on the first day of the calendar year beginning January 1, 2016, equal to 15% of the number of shares outstanding as of such date (Note 15). Provisions have been made to permit the grant of options and other share-based awards for up to 5.0 million shares. | ||||
Provisions of options grant and other share based awards permitted | 5,000,000 | ||||
Stock Issued During Period, Value, Stock Options Exercised | $ 2,300 | ||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 9.66 | ||||
Fair value of shares issued (in Dollars) | $ 213,900 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Oct. 12, 2022 | May 04, 2021 | Feb. 13, 2023 | Jan. 18, 2023 | Nov. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Liability Contingency [Line Items] | |||||||
Percentage of Fee Received | (3.00%) | ||||||
Gain (Loss) Related to Litigation Settlement | $ 7,800 | $ 7,800 | |||||
Contingent commitment to third parties | 30,700 | $ 30,700 | |||||
Minimum [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Accrued liability | 2,100 | ||||||
Maximum [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Accrued liability | 82,600 | ||||||
Subsequent Event [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Compensatory damages | $ 82,600 | ||||||
Reducing award damages value | $ 2,100 | ||||||
Post-judgment interest rate | 5.52% | ||||||
NEW YORK | November Twenty Three Two Thousens Twenty One [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Gain (Loss) Related to Litigation Settlement | $ 7,800 | $ 7,800 | |||||
FLORIDA | DThreeM Licensing Group [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Sales revenue bench mark receive shares | 750,000 |