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ACQUISITIONS | 6 Months Ended
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Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
ACQUISITIONS | ACQUISITIONS Alani Nu Acquisition On April 1, 2025, the Company completed its acquisition of Alani Nu pursuant to the terms of the membership interest purchase agreement dated February 20, 2025. The total preliminary purchase consideration is composed of (i) cash consideration as outlined in the table below, subject to finalization of customary post-closing adjustments, (ii) an aggregate of 22,451,224 unregistered shares of the Company's common stock subject to a registration rights agreement and a lock-up agreement that restricts the sale or transfer of the Company's common stock, with one-third of the common stock released from restrictions on each of April 1, 2026, October 1, 2026 and April 1, 2027 and (iii) up to $25.0 million in additional cash consideration, payable only if revenue of Alani Nu’s products meet or exceed an agreed upon target for calendar year 2025. The Acquisition was accounted for as a business combination. Preliminary purchase consideration consisted of the following:
|  | Purchase Consideration
Cash consideration [1] |  | $ | 1,319,151 |
Share consideration |  | 721,964 |
Contingent consideration[2] |  | 11,200 |
Preliminary fair value of purchase consideration |  | $ | 2,052,315 |
[1] Amount includes base cash consideration of $1,275.0 million per the Alani Nu purchase agreement, plus $19.1 million of cash expected to be paid in connection with the finalization of customary post-closing adjustments, plus Alani Nu closing cash acquired, offset by certain indebtedness related items. For the three months ended June 30, 2025, the Company paid $1,256.4 million, net of cash acquired, as reflected in the condensed consolidated statement of cash flows. [2] A probability-weighted expected return method was used to value the contingent consideration, whereby value is determined based on expected cash flows under various scenarios related to the achievement o f the revenue target. The measurement includes significant inputs not observable in the market and thus represents a level 3 measurement as defined in ASC 820. The Company funded the cash consideration using cash on hand and proceeds from the Company's term loan facility under the Credit Agreement as defined and described in Note 6. Debt. In connection with the Acquisition, the Company initially recognized a liability for contingent consideration of $11.2 million, payable subject to the achievement of a revenue target by December 31, 2025, with a maximum potential payment of $25.0 million. As of June 30, 2025, the contingent consideration was remeasured to the maximum $25.0 million payout, driven by the outperformance of Alani Nu's revenue results for the three months ended June 30, 2025 relative to the financial projections as of the Closing Date and a revised upward forecast for the remainder of the calendar year. The Company considered the time value of money in evaluating the fair value of the contingent consideration; however, due to the short duration between June 30, 2025 and the expected payment date, the Company concluded that discounting would not have a meaningful impact on the condensed consolidated statement of operations. This amount is reflected as "Contingent consideration" on the condensed consolidated balance sheets. The fair value adjustment of $13.8 million was recognized in selling, general and administrative expenses within the condensed consolidated statement of operations. The estimated fair value of the 22,451,224 shares of Celsius common stock issued to the Alani Nu sellers was $32.16 per share. This represents the closing share price of $35.73 on the Closing Date, adjusted by a discount for lack of marketability ("DLOM") of 10%, given that the offer and sale of the shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and are “restricted securities” as defined by Rule 144 promulgated under the Securities Act. The DLOM was calculated based on the Finnerty model, which incorporates level 2 and 3 inputs and assumptions, including historical stock volatility, management’s estimated time to liquidity based on the Company’s expectations for the time to register the shares post-closing, and a historical dividend yield. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on the Closing Date. Given the close proximity to the Closing Date, the Company is still finalizing and reviewing the estimated useful lives of intangible assets and the estimated fair values of the assets acquired and liabilities assumed. Accordingly, additional measurement period adjustments may be recorded. The provisional measurements of intangible assets, net working capital assets, property, plant, and equipment, and goodwill are subject to change as the valuation procedures are finalized.
|  | At April 1, 2025
ASSETS |  |
Cash and cash equivalents |  | $ | 43,655 |
Accounts receivable |  | 82,423 |
Inventories [1] |  | 95,778 |
Prepaid expenses and other current assets |  | 2,013 |
Property, plant and equipment |  | 5,221 |
Brands |  | 1,104,000 |
Customer relationships |  | 111,000 |
LIABILITIES |  |
Accounts payable |  | 49,117 |
Accrued expenses |  | 51,938 |
Deferred revenue-current |  | 8,519 |
Other current liabilities |  | 666 |
Deferred revenue-non-current |  | 3,780 |
Other long term liabilities |  | 6,698 |
Net identifiable assets acquired |  | $ | 1,323,372 |
Goodwill |  | 728,943 |
Total purchase consideration |  | $ | 2,052,315 |
[1] Includes an inventory valuation step-up of $21.7 million which was recognized as an adjustment to the Company’s cost of revenue in its consolidated statement of operations for the three months ended June 30, 2025. The preliminary fair value was determined based on level 3 inputs including the estimated selling price of the inventory, less the remaining estimated costs to sell such inventory and an estimated normal profit margin on the disposal efforts. The Acquisition resulted in the recognition of $728.9 million of goodwill, attributable to anticipated revenue synergies, combined distribution capabilities, and operational and administrative cost efficiencies. The majority of goodwill recognized is expected to be deductible for tax purposes and has been allocated to the Company’s single reporting unit. Intangible assets acquired The fair value of the Alani Nu brand was estimated using the relief-from-royalty method, an income approach technique that reflects the royalty expense a market participant would avoid by owning rather than licensing the brand. Key assumptions included forecasted revenue and cash flows attributable to the brand, the royalty rate used in the brands valuation, and a discount rate. The Alani Nu brand was determined to have an indefinite useful life. The valuation relied on significant unobservable inputs and is therefore classified as a level 3 fair value measurement. The acquired brand intangible asset includes all trademarks, trade names, proprietary formulas, recipes, and other intellectual property. The customer relationships were estimated using a combination of the with-and-without method, an income approach, and a cost approach. This method reflects the benefits of having existing customer relationships in place at acquisition. Key assumptions included forecasted revenue recovery rates, a discount rate and the cost and time required to reestablish customer relationships. The valuation relied on significant unobservable inputs and is therefore classified as a level 3 fair value measurement. The identifiable customer relationships asset acquired will be amortized on a straight-line basis over its estimated useful life. The following table summarizes the estimated fair value of identifiable intangible assets acquired and their respective remaining amortization periods:
|  | Estimated Useful Life in Years |  | At April 1, 2025
Brands |  | Indefinite |  | $ | 1,104,000 |
Customer relationships |  | 5 |  | 111,000
Total intangibles acquired |  |  |  | $ | 1,215,000 |
Alani Operations Alani Nu's operations generated approximately $301.2 million of revenue and $93.6 million of net income before provision for income taxes for the period from the Closing Date through June 30, 2025. Transaction Costs In conjunction with the Acquisition, the Company incurred approximately $15.7 million and $24.8 million of transaction costs for the three and six months ended June 30, 2025, respectively. Costs were recognized as selling, general, and administrative expenses in the unaudited condensed consolidated statement of operations. Costs associated with the issuance of common stock issued as consideration in the Acquisition were immaterial. Pro forma Consolidated Financial Information The following unaudited pro forma financial information summarizes the results of operations for the periods indicated as if the Acquisition had been completed on January 1, 2024. The unaudited pro forma information is not necessarily indicative of the results that the Company would have achieved had the Acquisition actually occurred on January 1, 2024, nor does such information purport to be indicative of future financial operating results.
|  | Three Months Ended June 30,
|  | 2025 |  | 2024
Revenue |  | $ | 739,259 |  |  | $ | 547,650 |
Net income |  | 116,424 |  |  | 70,659 |
Net income attributable to common stockholders |  | $ | 100,956 |  |  | $ | 58,764 |
|  | Six Months Ended June 30,
|  | 2025 |  | 2024
Revenue |  | $ | 1,300,024 |  |  | $ | 1,040,781 |
Net income |  | 216,165 |  |  | 120,522 |
Net income attributable to common stockholders |  | $ | 186,603 |  |  | $ | 98,374 |
The unaudited pro forma financial information includes, where applicable, adjustments for (i) the recognition in cost of revenue of the inventory step-up, (ii) amortization expense related to acquired customer relationship intangible assets, (iii) additional interest expense for borrowings related to funding the Acquisition, and (iv) associated tax-related impacts of adjustments. These pro forma adjustments are based on the available information as of the date hereof and upon assumptions that the Company believes are reasonable to reflect the impact of the Acquisition with the Company's historical financial information on a pro forma basis. Adjustments do not include costs related to integration activities, cost savings, or synergies that have been or may be achieved by the combined business. Big Beverages Acquisition On November 1, 2024, the Company acquired 100% of the outstanding voting equity interests of Big Beverages Contract Manufacturing, L.L.C. ("Big Beverages"), a longtime co-packer for Celsius located in Huntersville, North Carolina. The acquisition provides the Company with in-house manufacturing capacity including access to manufacturing and warehouse facilities and a skilled workforce. The total purchase consideration was cash of $75.3 million, which is net of $1.5 million of acquired cash. The transaction was accounted for as a business combination under ASC 805. There have been no changes to the purchase price allocation since December 31, 2024. A summary of the allocation of the total purchase consideration is presented below:
| Purchase Consideration |  | Goodwill |  | Property, Plant and Equipment Acquired |  | Other Net Identifiable Assets Acquired
Big Beverages Acquisition | $ | 76,812 |  |  | $ | 58,257 |  |  | $ | 13,254 |  |  | $ | 5,301 |
The acquired intangible asset fair values consisted of the following, which are amortized on a straight-line basis over their estimated useful lives:
| Estimated Useful Life in Years |  | At November 1, 2024
Customer relationships | 6 |  | $ | 900 |
Brands | 3 |  | 500 |
Intangibles |  |  | $ | 1,400 |
The fair value of identifiable intangible assets was estimated using discounted cash flow models with level 3 inputs. Customer relationships were valued using the multi-period excess earnings method, and the brand was valued using the relief-from-royalty method. Goodwill recognized in the transaction reflects expected synergies, including enhanced manufacturing capabilities and the assembled workforce, and was allocated to the Company’s single reporting unit. Acquisition-related costs of approximately $0.3 million were expensed as incurred and recorded in selling, general and administrative expenses.

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