XML 70 R13.htm IDEA: XBRL DOCUMENT
v3.25.3

REVENUE | 9 Months Ended
--- | ---
Sep. 30, 2025
Revenue from Contract with Customer [Abstract] |
REVENUE | REVENUE The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. The primary perfor mance obligation is the promise to sell finished products to customers, including distributors, wholesalers, and retailers. Performance obligations are typically satisfied once control or title is transferred based on the commercial terms of the ap plicable agreements with customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Revenue is recorded net of variable consideration, such as provisions for returns, discounts and allowances. Such provisions are calculated using historical averages and are adjusted to reflect anticipated changes based on current business conditions. Consideration given to customers for advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service at or below fair market value, i n which case the expense is classified as selling, general and administrative expenses in the Company's condensed consolidated statements of operations and comprehensive income. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in incentives the Company offers to its customers and their customers. The following table sets forth the amount of revenue by geographical location for the three and nine months ended September 30, 2025 and September 30, 2024:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
North America | $701,990 |  | $247,125 |  | $1,722,983 |  | $968,988
Europe | 17,691 |  | 16,243 |  | 54,651 |  | 47,069
Asia-Pacific | 3,518 |  | 594 |  | 10,143 |  | 2,129
Other | 1,907 |  | 1,786 |  | 5,864 |  | 5,247
Revenue | $725,106 |  | $265,748 |  | $1,793,641 |  | $1,023,433
All of the Company’s North American revenue was derived from the U.S. and Canada. Promotional (Billback) Allowances The Company’s promotional allowance programs with its customers are executed through separate agreements in the ordinary course of business (variable consideration). These agreements can provide for one or more of the arrangements described below and are of varying duration. The Company’s billbacks are calculated based on various programs with distributors and retail customers, and accruals are established for the Company’s anticipated liabilities. These accruals are based on agreed upon terms as well as the Company’s historical experience with similar programs and require management’s judgment with respect to estimating consumer participation and the performance of distributors and retail customers. Differences between estimated and actual promotional and other allowances are recognized in the period such differences are determined. Promotional allow ances are recorded as reductions to revenue and primarily include consideration given to the Company’s distributors or retail customers including, but not limited to the following: •discounts from list pri ces to support price promotions to end-consumers by retailers; •reimbursements given to distributors for agreed portions of their promotional spend with retailers, including slotting, shelf space allowances and other fees for both new and existing products; •the Company’s agreed share of fees given to distributors and/or directly to retailers for certain advertising, in-store marketing and promotional activities that cannot be separated from the transaction price; •the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers, club stores and/ or wholesalers; •incentives provided to distributors and/or retailers for achieving or exceeding certain predetermined volume goals or other incentive targets; •discounted products; •contractual fees given to distributors for items sold below define d pricing targets; and •contractual fees paid to the Company’s distributors related to sales made by the Company directly to certain customers within the distributors’ sales territories. For the three months ended September 30, 2025 and September 30, 2024, promotional allowances included as a reduction of revenue were $246.0 million and $110.3 million, respectively. For the nine months ended September 30, 2025 and September 30, 2024, promotional allowances included as a reduction of revenue were $545.9 million and $326.7 million, respectively. Accrued promotional allowances were $234.1 million and $135.9 million as of September 30, 2025 and December 31, 2024, respectively. Transaction Agreement – Rockstar Acquisition and Captaincy On the Closing Date of the Pepsi Transactions, the Company entered into the Transaction Agreement with Pepsi, pursuant to which (i) the Company acquired certain assets, and assumed certain liabilities, comprising Rockstar in the U.S. and Canada and (ii) the Company and Pepsi commenced the Captaincy. Under the Captaincy, Pepsi is obligated to use commercially reasonable efforts to sell and distribute the Company’s energy drink portfolio in the U.S. and to prioritize the Company's products within its beverage distribution system. The arrangement provides the Company with enhanced control and oversight of the energy drink category within Pepsi’s U.S. distribution network, including the ability to determine product facings, merchandising allocations and certain promotional priorities for energy beverages. In connection with the A&R U.S. Distribution Agreement, the Company recognized an asset of $598.8 million for a payment to its customer, which is presented within deferred other costs, current and non-current, on the condensed consolidated balance sheets. The asset is being amortized as a reduction of revenue over the approximate 17 year term of the A&R U.S. Distribution Agreement in accordance with ASC 606. For additional information, see Note 5. Acquisitions and Note 12. Related Party Transactions. Amended and Restated U.S. Distribution Agreement On the Closing Date of the Pepsi Transactions, the Company entered into the A&R U.S. Distribution Agreement with Pepsi, which amended and restated in its entirety the Original Distribution Agreement, predominantly to include Pepsi’s distribution of Alani Nu and Rockstar products (in addition to existing Celsius products). The other material terms and covenants, including termination provisions, contained in the Original Distribution Agreement remain in full force and effect. In connection with this product transition, the Company has incurred fees from the termination of agreements with certain existing Alani Nu distributors and the transfer of territory rights to Pepsi. Pepsi will reimburse the Company for such fees to facilitate the transition of these distribution rights to Pepsi. Amounts received from Pepsi are contractually restricted to be used only to pay termination fees owed to other distributors. Any excess cash received over amounts paid to other distributors must be refunded to Pepsi. After deducting amounts paid to terminated distributors, the net cash balance is presented as restricted cash on the condensed consolidated balance sheets. Amounts received pursuant to the A&R U.S. Distribution Agreement relating to the costs associated with terminating the Company’s prior distributors have been accounted for as deferred revenue and are being recognized ratably over the approximate 17-year term of the A&R U.S. Distribution Agreement. For additional information about deferred revenue, see Note 12. Related Party Transactions.

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

X
- Definition The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-7 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-9 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-10 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-15 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-12 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-12 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-12 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-12 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-12 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-13 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 606 -Publisher FASB -URI https://asc.fasb.org/606/tableOfContent + Details
Name: | us-gaap_RevenueFromContractWithCustomerTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration