XML 36 R24.htm IDEA: XBRL DOCUMENT
v3.24.3

STOCK-BASED COMPENSATION | 9 Months Ended
--- | ---
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION On April 30, 2015, the Company adopted the 2015 Stock Incentive Plan (the "2015 Plan") with the objective of attracting and retaining highly competent personnel through opportunities to acquire the Company’s common stock. As of September 30, 2024, 20.8 million shares were available for issuance under the 2015 Plan. The 2015 Plan expires in 2025, and the Company intends to seek stockholder approval of a new plan at the Company's 2025 annual meeting of stockholders. The 2006 Incentive Stock Plan (the "2006 Plan"), which was adopted on January 18, 2007 and expired in 2017, similarly had the objective of attracting and retaining highly competent employees, directors, and independent consultants through opportunities to acquire the Company’s common stock. As of September 30, 2024, there were no unvested awards under the 2006 Plan and certain vested but unexercised awards remained outstanding. No further awards can be granted under the 2006 Plan. For the three months ended September 30, 2024 and 2023, the Company recognized stock-based compensation expense of approximately $5.4 million and $5.0 million, respectively, included in selling, general and administrative expenses. For the nine months ended September 30, 2024 and 2023, this expense was approximately $13.7 million and $16.2 million, respectively, included in selling, general and administrative expenses. The Company used straight-line amortization of compensation expense over the requisite service or vesting period of the grant and recognizes forfeitures as they occur. Stock Options The maximum contractual term of the Company’s stock options is 10 years. The Company used the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. A summary of the status of the Company’s outstanding stock options as of September 30, 2024 and changes during the nine months ending on that date is as follows:
| Shares |  | Weighted Average Exercise Price |  | Aggregate Intrinsic Value(1) |  | Weighted Average Remaining Term (Yrs)
At December 31, 2023 | 4,918 |  | $ | 3.81 |  |  | $ | 249,541 |  |  | 4.45
Exercised | (2,489) |  | 1.54 |  |  | 112,394 |  |  | — |
Forfeiture and cancelled | — |  |  | — |  |  | — |  |  | — |
At September 30, 2024 | 2,429 |  | $ | 6.13 |  |  | $ | 61,277 |  |  | 5.00
Exercisable at September 30, 2024 | 2,429 |  | $ | 6.13 |  |  | $ | 61,277 |  |  | 5.00
(1 The intrinsic value represents the amount by which the fair value of the Company's common stock exceeded the option exercise price as of September 30, 2024. The total intrinsic value of the stock options exercised was $51.1 million for the three months ended September 30, 2024 compared to $50.5 million for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the total intrinsic value of the stock options exercised was $112.4 million compared to $78.6 million for the nine months ended September 30, 2023. The total number of stock options exercised was 1.7 million during the three months ended September 30, 2024 compared to 1.0 million for the three months ended September 30, 2023. As of September 30, 2024, the Company did not have any unrecognized pre-tax non-cash compensation expense related to options to purchase shares. 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 Company determines the fair value of restricted stock-based awards that vest over time based on the market price of the common stock on the date of grant. The holders of unvested units do not have the same rights as stockholders and do not have the right to receive any dividends or the right to vote. A summary of the Company’s restricted stock unit activity for the nine months ended September 30, 2024 and 2023 is presented in the following table:
| Nine Months Ended
| September 30, 2024 |  | September 30, 2023
| Shares |  | Weighted Average Grant Date Fair Value |  | Shares(1) |  | Weighted Average Grant Date Fair Value(1)
Unvested at beginning of period | 1,218 |  | $ | 26.13 |  |  | 1,617 |  | $ | 20.24 |
Granted | 279 |  | 73.67 |  | 432 |  | 35.14
Vested | (653) |  | 22.90 |  | (618) |  | 19.50
Forfeited and cancelled | (66) |  | 38.07 |  | (192) |  | 24.22
Unvested at end of period | 778 |  | $ | 44.95 |  |  | 1,239 |  | $ | 31.42 |
(1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information. The total fair value of shares vested during the nine months ended September 30, 2024 and 2023 was approximately $15.0 million and $22.1 million, respectively. Unre cognized compensation expense related to outstanding restricted stock units to employees and directors as of September 30, 2024 and 2023 was $25.0 million and $20.0 million, respectively, and is expected to be expensed over the next 2.1 years. Performance-based Stock Awards PSUs are awards that give the holder the right to receive one share of common stock for each PSU upon meeting performance or market-based vesting conditions. These conditions typically include the attainment of specific metrics over a defined period. The fair value of the PSUs is determined based on either the grant date fair value for performance metrics or using a Monte Carlo simulation for market based awards. The Company recognizes expense if the metrics are probable of being achieved and expensed using either a straight line or an accelerated attribution model. Additionally, the Company recognizes compensation expense for non-employees in the same manner and periods as though cash had been paid for services received. The Human Resources and Compensation Committee of the Board of Directors approved certain PSUs under the 2015 Plan, with each PSU initially equivalent in value to one share of Celsius' common stock. In the third quarter of 2022, PSUs with an aggregate grant date fair value of $7.5 million, were issued to certain employees. These awards included an immediate vesting of 20% of the shares as well as specific performance-based metrics to be met in year one and year two of the issuance. These awards were fully vested, using the accelerated attribution method according to ASC 718, during the three months ended September 30, 2024. In March 2024, PSUs with an aggregate award of approximately 65,000 shares of the Company's common stock were granted to certain officers of the Company. The PSUs vest over a period of three years from the grant date based on continuous service, with the number of shares earned (50% to 200% of the target awarded) depending upon the extent to which the Company can achieve certain financial and market performance targets measured over the period beginning January 1, 2024 through December 31, 2026. Approximately one-third of the PSUs were valued at $79.27 per PSU based on the Company's common stock price on the grant date, and the financial targets for vesting are based on the Company's achievement of certain revenue metrics. The Company recognizes the grant-date fair value of these PSUs as stock-based compensation expense ratably over the vesting period based on the number of awards expected to vest at each reporting date. The remaining PSUs were valued using a Monte Carlo simulation model. This model incorporates assumptions such as the risk-free interest rate based on zero-coupon yields implied by U.S. Treasury issuances, and expected volatility derived from historical data of the Company's common stock and certain indices. The Company recognizes the grant-date fair value of these awards as stock-based compensation expense ratably over the vesting period. Approximately one-third of the performance target for vesting is based on total shareholder return relative to the Company's peer group, with each PSU valued at $134.75. The remaining one-third have a vesting performance target based on a specific market price, with each PSU valued at $20.25. In August 2024, an aggregate of 104,000 PSUs were issued to certain employees of the Company with a performance period ending on December 31, 2025. The PSUs were valued at $39.40 per unit, based on the Company's common stock price on the grant date. A total of 87,000 shares vest dependent on the Company meeting specific market share MULO+C metrics for each of the years ending December 31, 2024, and 2025. Should the performance goal not be met by the period ending December 31, 2024, the portion of shares shall remain outstanding and vest if the December 31, 2025, goal is met. The remaining 17,000 shares vest if the Company meets a cumulative international revenue target, in 2024 and 2025 to be achieved by December 31, 2025. A summary of the Company’s PSU activity for the nine months ended September 30, 2024 and 2023 is presented in the following table:
| Nine Months Ended
| September 30, 2024 |  | September 30, 2023
| Shares |  | Weighted Average Grant Date Fair Value |  | Shares (1) |  | Weighted Average Grant Date Fair Value (1)
Unvested at beginning of period | 123 |  | $ | 29.43 |  |  | 228 |  | $ | 30.49 |
Granted | 169 |  | 53.80 |  |  | — |  | — |
Vested | (78) |  | 32.76 |  |  | (93) |  | 32.76 |
Forfeited and cancelled | — |  | — |  |  | (12) |  | 24.87 |
Unvested at end of period | 214 |  | $ | 47.94 |  |  | 123 |  | $ | 30.45 |
(1) Forward Stock Split - The share numbers have been retrospectively adjusted to reflect the three-for-one stock split that became effective on November 13, 2023. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for more information. Unrecognized compensation expense related to outstanding PSUs issued to employees and non-employee consultants as of September 30, 2024 was approximately $7.2 million, and is expected to be expensed over a weighted avera ge period of 1.9 years. Issuance of common stock pursuant to exercise of stock options and other awards During the three months ended September 30, 2024, the Company issued an aggregate of 1.7 million shares of common stock under the 2015 Plan and received aggregate proceeds of approximately $2.7 million. During the nine months ended September 30, 2024, the Company issued an aggregate of 3.2 million shares of common stock under the 2015 Plan and received aggregate proceeds of approximately $3.8 million. During the three months ended September 30, 2023, the Company issued an aggregate of 1.0 million shares of its common stock under the 2015 Plan and 2006 Plan and received aggregate proceed of approximately $0.9 million. During the nine months ended September 30, 2023, the Company issued an aggregate of 2.5 million shares of its common stock under the 2015 Plan and 2006 Plan and received aggregate proceed of approximately $1.6 million. To cover employees’ tax withholding obligations, the Company uses net settlement, withholding shares upon vesting and paying the related taxes. For the three and nine months ended September 30, 2024, $1.7 million related to these net settlements was recorded and is reflected as repurchase of common stock related to tax withholdings in the Consolidated Statements of Changes in Stockholders' Equity and Mezzanine Equity as well as in the Consolidated Statements of Cash Flows. No amount was recorded for the same periods in the prior year.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration