XML 63 R21.htm IDEA: XBRL DOCUMENT v3.24.0.1
RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS
Transactions with Pepsi
As further described in Note 14. Mezzanine Equity, on August 1, 2022, the Company issued approximately 1.5 million shares of non-voting Series A Preferred Stock to Pepsi. The shares accounted for approximately 8.5% of the Company’s outstanding common stock on the date of issuance, on an if-converted method. The Purchase Agreement grants Pepsi the right to designate a nominee for election to the Company’s nine-member Board of Directors (the "Board"), provided Pepsi meets certain ownership requirements. In 2022, a Pepsi executive was designated by Pepsi and elected to the Company’s Board.
Based on Pepsi’s contractual representation rights for a seat on the Company’s Board, the Company concluded that Pepsi is a related party. The following transactions were recognized in the Company’s financial statements:
•Revenue to Pepsi amounted to $782.3 million and $142.3 million for the years ended December 31, 2023 and 2022, respectively, and are included in Revenue.
•Estimated accrued promotional allowance related to Pepsi was $51.8 million and $13.9 million as of December 31, 2023 and 2022, respectively, and is included in Accrued promotional allowance.
•Accounts receivable due from Pepsi on December 31, 2023 and 2022 were $130.4 million and $31.6 million, respectively, and are included in Accounts receivable-net.
•For the year ended December 31, 2023, the Company purchased company-branded coolers from Grayhawk Leasing LLC ("Grayhawk"), a wholly-owned subsidiary of Pepsi, totaling $10.5 million. In 2022, the Company incurred $1.6 million of spend with Grayhawk related to company-branded coolers.
•Pepsi paid the Company $227.8 million in cash under the Transition Agreement in 2022. This amount was used for settling termination fees with former distributors; any excess cash was contractually restricted and due back to Pepsi, all of which was refunded to Pepsi as of December 31, 2023. The Company had deferred revenues (a contract liability) of $176.7 million as of December 31, 2023, of which $167.2 million was classified as Deferred revenue-non-current and $9.5 million was classified as Deferred revenue-current. This is net of $9.5 million of related revenue recognized in 2023. As of December 31, 2022, the Company had deferred revenues of $189.5 million, of which $179.8 million was classified as Deferred revenue-non-current and $9.7 million was classified as Deferred revenue-current. This is net of $4.2 million of related revenue recognized in 2022. The deferred revenues will continue to be recognized ratably over the twenty-year agreement term.
•Amounts due to Pepsi of $34.8 million as of December 31, 2022, representing refund liabilities owed to Pepsi under the Transition Agreement, were recorded to accrued expenses. As of December 31, 2023, payments due to Pepsi under the Transition Agreement had been fully refunded, and the Company did not have a refund liability.
•The Company issued Series A Preferred Stock with a fair value of $832.5 million for an issuance price of $550.0 million on August 1, 2022. The excess of the fair value over the issuance proceeds, amounting to $282.5 million, was recorded as deferred other costs in the accompanying consolidated balance sheets. See Note 14. Mezzanine Equity for more information. As of December 31, 2023 unamortized deferred other costs of $14.1 million and $248.3 million, were recorded in deferred other costs-current and deferred other costs-non-current, respectively in the consolidated balance sheets. As of December 31, 2022 unamortized deferred other costs of $14.1 million and $262.5 million were recorded as deferred other costs-current and deferred other costs-non-current, respectively in the consolidated balance sheets. Amortization of deferred other costs for the year ended December 31, 2023 and 2022, were $14.1 million and $5.9 million, respectively. This was recorded as an offset to revenue. Costs are amortized over 20 years, which is the life of the agreement.
See Note 1. Organization and Description of Business, Note 2. Basis of Presentation and Summary of Significant Accounting Policies, Note 4. Revenue, Note 11. Accounts Payable and Accrued Expenses, and Note 14. Mezzanine Equity for more information.
Related Party Leases
The Company's office space is leased from a company affiliated with CD Financial, LLC, which is owned by a few of the Company's principal stockholders. The leases extend until June 2027 with a combined monthly rent of $44 thousand.