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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended
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Sep. 30, 2023
Accounting Policies [Abstract] |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation — The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and notes required by US GAAP for annual audited consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results expected for any future period or the full year. These unaudited consolidated financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and the Amendment No. 1 to the Annual Report on Form 10-K/A, as filed by the Company with the Securities and Exchange Commission (collectively the "2022 Annual Report"). These unaudited consolidated financial statements and the accompanying notes should be read in conjunction with the 2022 Annual Report. The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform with current period presentation in the consolidated financial statements and notes thereto. Accrued promotional allowance and income tax payable were reallocated from within Accounts payable and accrued expenses and are now reflected as standalone line items in the consolidated balance sheets and consolidated statements of cash flows, respectively. Significant Estimates — The preparation of consolidated financial statements and accompanying disclosures in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Significant estimates include the allowance for current expected credit losses, allowance for inventory obsolescence and sales returns, the useful lives of property and equipment, impairment of goodwill and intangibles, deferred taxes and related valuation allowance, promotional allowance, and valuation of stock-based compensation. In 2023, the Company experienced significant growth and scaling of its business as a result of the Distribution Agreement with Pepsi discussed in Note 1. Organization and Description of Business. This growth is evident in the number of locations that product is available, the SKUs available per location, and improved placement within each location. The expansion of availability of the Company's products has improved the success rate of promotional activities. During the quarter ended September 30, 2023, the Company received updated information related to promotional activity during the first half of 2023, including final invoicing for the prior periods, and evaluated this data in conjunction with recent trends and activity which resulted in a change in the accounting estimate of the accrued promotional allowance for certain customers. This update resulted in a reduction to the accrual in the consolidated balance sheets and an increase to revenue in the consolidated statements of operations and comprehensive income (loss) for the current period. This increase was offset by various promotional-related adjustments from different customers, aside from the customers that triggered the change in estimate. This change in accounting estimate increased net income by $9.5 million for the three months ended September 30, 2023. This translates to $0.11 per basic and diluted shares, respectively, for the three months ended September 30, 2023. The change in accounting estimate has been applied prospectively. Refer to Note 4. Revenue for more information on the promotional allowance. Segment Reporting — Operating segments are defined as components of an enterprise that engage in business activities, maintain discrete financial information, and undergo regular review by the chief operating decision maker ("CODM"), who in this case, is the Chief Executive Officer. This review is performed to assess performance and allocate resources. Despite the Company's presence in several geographical regions, it operates as a single entity. The Company's operations and strategies are centrally designed and executed due to the substantial similarities among the geographical components. The CODM evaluates operating results and allocates resources primarily on a consolidated basis due to the significant economic interdependencies between the Company's geographical operations. As a result, the Company reports as a single operating segment. Concentrations of Risk — Substantially all of the Company’s revenue is derived from the sale of Celsius® functional energy drinks and liquid supplements. Revenue from customers accounting for more than 10% of total revenue for the three and nine months ended September 30, 2023 and 2022 were as follows:
| For The Three Months Ended September 30, |  | For The Nine Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Pepsi | 64.6 | % |  | 31.2 | % |  | 60.8 | % |  | 12.4 | %
Costco | 8.9 | % |  | 12.9 | % |  | 11.4 | % |  | 15.1 | %
All others | 26.5 | % |  | 55.9 | % |  | 27.8 | % |  | 72.5 | %
Total | 100.0 | % |  | 100.0 | % |  | 100.0 | % |  | 100.0 | %
Accounts receivable from customers accounting for more than 10% of total accounts receivable for the nine months ended September 30, 2023 and the year ended December 31, 2022 were as follows:
| 2023 |  | 2022
Pepsi | 73.2 | % |  | 47.6 | %
Amazon | 7.5 | % |  | 11.8 | %
All others | 19.3 | % |  | 40.6 | %
Total | 100.0 | % |  | 100.0 | %
Financial instruments that potentially subject the Company to concentrations of credit risk primarily include cash and cash equivalents, accounts receivable and note 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 ("FDIC") limit. At September 30, 2023 and December 31, 2022, the Company had approximately $759.5 million and $652.4 million in excess of the FDIC limit. Cash Equivalents — The Company considers all highly liquid instruments with original maturities of three months or less when purchased to be cash equivalents. At September 30, 2023 and December 31, 2022, the Company did not have any investments with original maturities of three months or greater. Restricted Cash — During 2022, the Company received upfront payments from Pepsi. These payments were contractually restricted to satisfy termination payments due to former distributors. Any unused payments were repaid to Pepsi during the nine months ended September 30, 2023. These upfront payments received from Pepsi could not be used for the Company's general operating activities and were classified as restricted cash based on the terms of the Transition Agreement. See Note 4. Revenue for more information. At September 30, 2023, the Company did not have any restricted cash. At December 31, 2022, the Company had $38.8 million of restricted cash. Accounts Receivable and Current Expected Credit Losses — The Company is exposed to potential credit risks associated with its product sales and related accounts receivable, as it generally does not require collateral. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, a review of the current status of customers’ trade accounts receivables, and where available, a review of the financial strength and credit ratings of larger customers. Customers are pooled based on sharing specific risk factors and the Company reassesses these customer pools on a periodic basis. The receivables allowance is based on aging of the accounts receivable balances and forward-looking information. The Company uses the probability of default and forward-looking information to assess credit risk and estimate expected credit losses for its note receivable related to Qifeng Food Technology (Beijing) Co. Ltd ("Qifeng"). See Note 7. Note Receivable for more information on Qifeng and the note receivable. The Company determines expected credit losses using information such as its customers' credit history, financial condition, industry, credit reports, and current and future economic and market conditions. Allowances can be affected by changes in the industry, customer credit issues or customer bankruptcies when such events are reasonable and supportable. Historical information is used in addition to reasonable and supportable forecast periods, where applicable.
| Allowance for Expected Credit Losses
Balance as of December 31, 2022 | $ | 2,147 |
Current period change for expected credit losses | 642 |
Balance as of September 30, 2023 | $ | 2,789 |
Inventories — Inventories are valued at the lower of cost or net realizable value, with costs approximating those determined under the first-in, first-out method. At September 30, 2023 and December 31, 2022, there was an inventory allowance for excess and obsolete products of approximately $3.9 million and $8.4 million, respectively. Changes in the allowance are included in cost of revenue. Property and Equipment — Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of the asset, generally ranging from three to seven years. Impairment of Long-Lived Assets — In accordance with ASC Topic 360, Property, Plant, and Equipment the Company reviews the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is determined regarding a long-lived asset if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset over its remaining useful life and final disposition. The Company did not record any impairment charges during the nine months ended September 30, 2023. For the nine months ended September 30, 2022, the Company recorded an impairment charge related to the Func Foods brand name. Refer to Note 2. Basis of Presentation and Summary of Significant Accounting Policies - Intangible Assets and Note 10. Goodwill and Intangibles for more information. Long-Lived Asset Geographic Data — The following table sets forth long-lived asset information, which includes property and equipment-net, right-of-use assets, and definite-lived intangibles-net and excludes goodwill and indefinite-lived intangibles, where individual countries represent a significant portion of the total:
| September 30, 2023 |  | December 31, 2022
United States | $ | 19,854 |  |  | $ | 9,750 |
Finland | 11,748 |  |  | 12,171 |
Sweden | 2,058 |  |  | 1,251 |
Other | 29 |  |  | 1 |
Long-lived assets related to foreign operations | 13,835 |  |  | 13,423 |
Total long-lived assets-net | $ | 33,689 |  |  | $ | 23,173 |
Goodwill — The Company records goodwill when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired, including related tax effects. Goodwill is not amortized; instead, goodwill is tested for impairment on an annual basis as of October 1st, or more frequently if the Company believes indicators of impairment exist. The Company first assesses qualitative factors such as macro-economic conditions, industry and market conditions, and cost factors as well as other relevant events, to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If the Company determines that the fair value is less than the carrying value, the Company will recognize an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. At September 30, 2023 and December 31, 2022, there were no indicators of goodwill impairment. Intangible Assets — Intangible assets are comprised of customer relationships and brands acquired in a business combination. In accordance with ASC Topic 350, Intangibles - Goodwill, and Other, the Company amortizes intangible assets with a definitive life over their respective useful lives. The Company tests intangible long-lived assets for impairment when events suggest that the carrying amount may not be recoverable. The test involves comparing the asset's carrying amount to its estimated undiscounted future cash flows. If the carrying amount exceeds these cash flows, an impairment loss, equal to the difference between the carrying amount and the fair value, is recognized. Assets with indefinite lives are tested for impairment on an annual basis as of October 1st or more frequently if the Company believes that impairment indicators exist. The addition of the Pepsi distribution network in the prior year shifted the Company's focus to the U.S. market, and as a result it was determined that impairment indicators for the Func Foods Brands indefinite intangible asset were present. The Company doesn't anticipate focusing on the expansion of Func Food branded products and the Company plans to focus on Celsius branded products. As a result of the strategic shift, which the Company considered a triggering event, the Company quantitatively tested the Func Foods brand name for impairment utilizing the relief from royalty method to determine its fair value. As a result of the quantitative assessment, the Company recorded an impairment charge of $2.4 million during the three months ended September 30, 2022, which is presented within selling, general and administrative expenses. At September 30, 2023, there were no further indicators of intangible asset impairment. Revenue Recognition — The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers ("ASC 606"). Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred based on the commercial terms of the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. See Note 4. Revenue for more information. Deferred Revenue — The Company receives payments from certain distributors in new territories as reimbursement for contract termination costs paid to the prior distributors in those territories. Amounts received pursuant to these new or amended distribution agreements entered into with certain distributors relating to the costs associated with terminating the Company’s prior distributors are accounted for as deferred revenue and recognized ratably over the anticipated life of the respective new or amended distribution agreements. As of September 30, 2023, the Company had approximately $178.9 million in deferred revenue, of which $169.4 million is classified as deferred revenue-non-current and $9.5 million is classified as deferred revenue-current, and as of December 31, 2022, the Company had approximately $189.5 million in deferred revenue, of which $179.8 million is classified as deferred revenue-non-current and $9.7 million is classified as deferred revenue-current in the consolidated balance sheets and are contract liabilities related to Pepsi which are recognized ratably over the twenty-year agreement with Pepsi. Refer to Note 13. Related Party Transactions for more information. Accrued Distributor Termination Fees — Termination charges related to certain of the Company’s prior distributors are included in selling, general and administrative expenses upon termination. The Company recognized distributor termination expenses of approximately $193.8 million for the year ended December 31, 2022. The Company did not have any accrued distributor termination fees as of September 30, 2023. Refer to Note 13. Related Party Transactions for more information. Customer Advances — From time to time the Company requires deposits in advance of delivery of products and/or production runs. Such amounts are initially recorded as customer advances liability within deferred revenue. The Company recognizes such revenue as it is earned in accordance with revenue recognition policies. The Company had no customer advances as of September 30, 2023 or December 31, 2022. Advertising Costs — Advertising costs are expensed as incurred and charged to selling, general and administrative expenses. The Company mainly uses radio, local sampling events, sponsorships, endorsements, and digital advertising, including social media. The Company incurred marketing and advertising expenses of approximately $46.7 million and $25.8 million for the three months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, the Company incurred marketing and advertising expenses of approximately $114.2 million and $55.0 million, respectively. Research and Development — Research and development costs are charged to selling, general and administrative expenses as incurred and consist primarily of consulting fees, raw material usage and test production of beverages. The Company incurred expenses of approximately $0.5 million and $0.1 million, for the three months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, the Company incurred research and development expenses of approximately $1.0 million and $0.3 million, respectively. Foreign Currency Gain/Loss — Foreign subsidiaries’ functional currency is the local currency of operations and the net assets of foreign operations are translated into U.S. dollars using current exchange rates. The foreign subsidiaries perform remeasurements of their assets and liabilities denominated in non-functional currencies on a periodic basis and the gain or losses from these adjustments related to fluctuations in foreign exchange rates versus the U.S. dollar are included in the consolidated statement of operations and comprehensive income (loss) as foreign exchange gains or losses. For the three months ended September 30, 2023 exchange loss was approximately $0.2 million versus foreign exchange loss of approximately $0.3 million for the three months ended September 30, 2022. For the nine months ended September 30, 2023, the foreign exchange loss was approximately $1.2 million versus foreign exchange loss of approximately $0.9 million for the nine months ended September 30, 2022. Translation gains and losses that arise from the translation of net assets from functional currency to the reporting currency, as well as exchange gains and losses on intercompany balances of long-term investment nature, are included in other comprehensive income (loss), net of tax. The Company incurred a foreign currency translation net loss during the three months ended September 30, 2023 of approximately $0.7 million and a net loss of approximately $2.0 million for the three months ended September 30, 2022. The Company incurred foreign currency translation net loss of approximately $0.7 million for the nine months ended September 30, 2023 and a net loss of approximately $4.8 million for the nine months ended September 30, 2022. The Company's primary operations in different countries required that it transacts in the following currencies: China - Yuan, Hong Kong - Hong Kong Dollar, Norway - Krone, Sweden - Krona, Finland - Euro, and United Kingdom - Pound Sterling Fair Value of Financial Instruments — The carrying value of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, note receivable and accrued expenses approximate fair value due to their relative short-term maturity and market interest rates. Income Taxes — The Company accounts for income taxes pursuant to the provisions of ASC Topic 740-10, Accounting for Income Taxes ("ASC 740-10"). This approach requires, among other things, an asset and liability approach to calculating deferred income taxes, recognizing deferred tax assets and liabilities for expected future tax consequences stemming from temporary differences between asset and liability carrying amounts and their tax bases. A valuation allowance is established to offset any net deferred tax assets for which management believes it is more-likely-than-not that the net deferred asset will not be realized. Earnings per Share — The Company computes earnings per share in accordance with ASC Topic 260 Earnings per Share (“ASC 260”), which requires earnings per share ("EPS") for each class of stock (common stock and participating preferred stock) to be calculated using the two-class method. The two-class method is an allocation of earnings (distributed and undistributed) between the holders of common stock and a company’s participating preferred stockholders. Under the two-class method, earnings for the reporting period are allocated between common stockholders and other security holders based on their respective participation rights in undistributed earnings. See Note 3. Earnings per Share for more information. Stock-Based Compensation — The Company follows the provisions of ASC Topic 718 Compensation — Stock Compensation and related interpretations. As such, compensation cost is measured on the date of grant at the fair value of the stock-based compensation. Such compensation amounts, if any, are amortized over the respective vesting periods of the grants. On April 30, 2015, the Company adopted the 2015 Stock Incentive Plan (the "2015 Plan"). The 2015 Plan is intended to attract, retain and motivate highly competent individuals in various roles within the Company, as well as independent contractors providing consulting or advisory services. The 2015 Plan permits the grant of options and other stock-based awards for up to 5 million shares. In addition, there is a provision for an annual increase of 15% to the shares included under the plan. This increase occurs on the first day of each calendar year as a way to account for the Company's growth strategies. See Note 18. Stock-Based Compensation for more information. Cost of Revenue — Cost of Revenue consists of the cost of concentrates and or liquid bases, the costs of raw materials utilized in the manufacturing of products, co-packing fees, repacking fees, in-bound & out-bound freight charges, as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacturing of the Company’s finished products, inventory allowance for excess and obsolete products, and certain quality control costs. Raw materials account for the largest portion of the cost of revenue. Raw materials include cans, bottles, other containers, flavors, ingredients, and packaging materials. Operating Expenses — Operating expenses include selling expenses such as warehousing expenses after manufacturing, as well as expenses for advertising, samplings and in-store demonstrations, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses. Additionally, operating expenses include costs such as payroll costs, travel costs, professional service fees (including legal fees), depreciation and other general and administrative costs. These expenses are included in selling, general and administrative expenses. Shipping and Handling Costs — Shipping and handling costs for freight expense on goods shipped are included in cost of revenue. Freight expense on goods shipped for the three months ended September 30, 2023 and 2022 was approximately $16.1 million and $14.6 million, respectively. Freight expense on goods shipped for the nine months ended September 30, 2023 and 2022 was approximately $45.2 million and $26.3 million, respectively. These expenses are included in selling, general and administrative expenses. Recent Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. Effective January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("CECL"), using a modified retrospective approach. ASU 2016-13 replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables. The guidance requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due. Upon adoption of the ASU on January 1, 2023, the cumulative effect was recorded directly to accumulated deficit. The amounts recorded were not material.

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