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COMMITMENTS AND CONTINGENCIES | 9 Months Ended
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Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract] |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal 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 had occurred. The Company has subsequently received subpoenas for the production of documents in connection with this matter. The investigation and requests from the SEC do not represent that the SEC has concluded that the Company or anyone else has violated the federal securities laws. The Company has cooperated and will continue to cooperate with the SEC staff in its investigation and requests. At this time, however, the Company cannot predict the length, scope, or results of the investigation or the impact, if any, of the investigation on the Company's results of operations. On March 16, 2022, a putative securities class action lawsuit was filed against the Company and certain officers in the U.S. District Court for the Southern District of Florida, styled City of Atlanta Police Officers’ Pension Plan and City of Atlanta Firefighters’ Pension Plan v. Celsius Holdings, Inc., et al. On July 8, 2022, the lead plaintiffs filed an amended complaint alleging violations of the Securities Exchange Act of 1934. The allegations pertain to purported false and misleading statements or omissions made between August 12, 2021, and March 1, 2022, which allegedly affected the Company’s stock prices. In response, the Company and the individual defendants filed a motion to dismiss on August 5, 2022, which was partially granted by the Court on March 22, 2023. To mitigate litigation uncertainties, the Company agreed in principle to a nationwide class settlement on July 17, 2023, entailing a one-time cash payment of $7.9 million for a release of all claims related to allegations in the amended complaint, subject to final documentation, judicial endorsement, and other conditions. The $7.9 million was paid on September 7, 2023, and is included in selling, general and administrative expenses for the three and nine months ended September 30, 2023. The final fairness hearing is set for January 31, 2024. On January 11, 2023, a stockholder derivative complaint (the “Lampert Complaint”) was filed against certain Company directors, a former officer, and nominally against the Company, in the U.S. District Court of the District of Nevada. The complaint alleges (i) breach of fiduciary duty, (ii) unjust enrichment, and (iii) violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. On April 14, 2023, the Court approved a joint stipulation regarding Stay of Litigation, postponing the defendants' time to respond. Plaintiff Lampert asserts that the same allegations giving rise to the City of Atlanta putative class action lawsuit discussed in the preceding paragraphs also supported claims for breach of fiduciary duty against the directors and former officer, among other claims. Subsequent similar complaints were filed: the “Hammond Complaint” on May 19, 2023, in the U.S. District Court for the Southern District of Florida; the “Ingrao Complaint” on July 10, 2023, in the Clark County District Court for the State of Nevada; and the “Hepworth Complaint” on July 12, 2023, in the U.S. District Court for the Southern District of Florida. All these complaints make substantially similar allegations to the Lampert Complaint. For each of these complaints, the Court has entered an Order granting, in part, a stay of litigation, postponing the defendants’ time to respond. The foregoing stays are pending resolution of the City of Atlanta putative class action claim described above; however, the court overseeing the Hepworth Complaint and the Hammond complaints has required the parties to file a joint status report no later than December 29, 2023. 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 shares of the Company's common stock. In addition, Plaintiffs claimed they were entitled to receive unspecified royalties under the 2016 agreement. A jury trial commenced on this matter on January 10, 2023. On January 18, 2023, the jury rendered a verdict against the Company for $82.6 million in compensatory damages. On April 27, 2023, the court denied the Company’s post-trial motions which sought (i) dismissal of the case notwithstanding the verdict based on the plain language of the contracts at issue; (ii) in the alternative, granting a new trial; or (iii) in the alternative, reducing the award of damages to $2.1 million, which reflects the Company’s stock price on the date that the jury found the relevant revenue and sales benchmarks at issue were met. The judgment will accrue post-judgement interest at 5.52% per year commencing February 13, 2023. The Company believes that the jury verdict is not supported by the facts of the case or applicable law, is the result of significant trial error, and there are strong grounds for appeal. The Company filed a notice of appeal to the Fourth District Court of Appeal for the State of Florida on February 21, 2023, which is currently proceeding. The Company intends to vigorously challenge the judgment through the appeal processes, and filed its initial brief on October 6, 2023. The Company currently believes that the likelihood that the full amount of the judgment will be affirmed is not probable. The Company has taken into consideration the events that have occurred after the reporting period and before the financial statements were issued. The Company currently estimates a range of possible outcomes between $2.1 million and $82.6 million plus interest, and the Company has accrued a liability as of September 30, 2023 and December 31, 2022, reflected in accounts payable and accrued expenses in the consolidated balance sheets, at the low end of that range. The ultimate amount of the original judgement that the Company may be required to pay could be materially different than the amount the Company has accrued. The Company cannot predict or estimate the duration or ultimate outcome of this matter. In the ordinary course of business, the Company is from time to time party to various disputes, litigation claims and legal proceedings, including without limitation, those concerning employment matters, intellectual property, false advertising, product liability and breach of contract. The Company vigorously defends all matters in which the Company or its subsidiaries are named, and the Company maintains insurance intended to protect it against adverse judgments, settlements and assessments; however, the Company cannot predict with certainty the adequacy of existing insurance coverage or the outcome of any particular claim. Based on currently available information, the Company does not believe that the ultimate outcome associated with any known ordinary course claims or litigation will have a material adverse effect on the Company's financial condition or results of operations. Commitments The Company has entered into distribution agreements that provide for the payment of liquidated damages in the event that the Company terminates the distribution agreements without cause. Cause has been defined in various ways. If management makes the decision to terminate an agreement without cause, an estimate of expected damages is accrued, and an expense is recorded within selling, general and administrative expenses for the period in which termination was initiated. As of September 30, 2023 and December 31, 2022, the Company had purchase commitments to third parties of $98.1 million and $30.7 million, respectively. The Company's guarantees are primarily related to third party suppliers and have arisen through the normal course of business. The purchase commitments may have various terms, and none are individually significant. The Company had long term contractual obligations aggregating to approximately $20.8 million at September 30, 2023, which related primarily to sponsorships and other marketing activities.

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