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ACQUISITIONS | 9 Months Ended
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Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
ACQUISITIONS | ACQUISITIONS Rockstar Acquisition On August 28, 2025, the Company entered into a series of transactions with Pepsi, pursuant to which the Company acquired Rockstar in the U.S. and Canada, as well as certain related property, plant and equipment, inventory, customer relationships and marketing functions. The Rockstar Acquisition was accounted for as a business combination under ASC 805. On the Closing Date of the Pepsi Transactions, the Company entered into the Series B Purchase Agreement with Pepsi. Under this agreement, the Company issued 390,000 shares of newly designated Series B Preferred Stock, with a par value of $0.001 per share. Concurrently, and in connection with the Pepsi Transactions, the Company amended the redemption and conversion rights of the 1,466,666 outstanding shares of Series A Preferred Stock previously issued to Pepsi on August 1, 2022. This amendment aligned the terms of the Series A Preferred Stock, including the redemption period, with those of the newly issued Series B Preferred Stock. For additional information, see Note 12. Related Party Transactions and Note 13. Mezzanine Equity. The estimated fair value of the Series B Preferred Stock, along with the estimated incremental fair value of Series A Preferred Stock resulting directly from the amendment, was treated as noncash consideration, partially accounted for under ASC 805 as consideration transferred for the acquisition of the Rockstar business, and partially accounted for under ASC 606 as an upfront payment to Pepsi in its capacity as a customer of the Company. For additional information, see Note 4. Revenue and Note 12. Related Party Transactions. The consideration attributable to the Rockstar Acquisition was estimated based on both the income and market approaches. Given Rockstar's distinct size, scale, and recent performance relative to its industry peers, the Company primarily relied on the discounted cash flow method, a form of the income approach. The resulting valuation was then corroborated by analyzing implied market multiples of comparable publicly traded companies, with adjustments made to reflect differences in growth prospects, profitability and risk profile. The total consideration related to the Pepsi Transactions consists of (i) non-cash consideration associated with the issuance of the Series B Preferred Stock and the amendment to the terms of the Series A Preferred Stock less (ii) cash consideration received from Pepsi related to net working capital adjustments, which was intended to compensate the Company for certain working capital requirements of the Rockstar business. The preliminary purchase consideration is calculated as follows:
|  | Purchase Consideration
Total estimated fair value of Series B Preferred Stock |  | $907,920
Total incremental estimated fair value of Series A Preferred Stock |  | 27,867
Total fair value of Series B Preferred Stock and incremental fair value of Series A Preferred Stock |  | $935,787
Non-cash amount attributable to ASC 606 upfront payment to customer |  | $598,787
Non-cash amount attributable to ASC 805 business acquisition |  | $337,000
Less: Net working capital cash received from Pepsi [1] |  | (29,156)
Total preliminary Rockstar purchase consideration |  | $307,844
[1] Amount includes $30.6 million net working capital payment received from Pepsi pursuant to the Transaction Agreement, offset by $1.5 million payable to Pepsi upon finalization of customary post-closing adjustments. The cash payment of $30.6 million is presented within the cash flows from investing activities in the condensed consolidated statement of cash flows for the nine months ended September 30, 2025. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Closing Date of the Pepsi Transactions. The Company is in the process of reviewing and finalizing third-party valuations of certain intangible assets, tangible assets, and finished goods inventory; therefore, the provisional measurements of assets acquired are subject to change as the valuation procedures are finalized.
|  | At August 28, 2025
ASSETS |  |
Inventories |  | $10,529
Property, plant and equipment |  | 4,917
Brands |  | 176,000
Customer relationships |  | 5,500
Prepaid expenses and other current assets |  | 1,461
LIABILITIES |  |
Accrued expenses |  | 390
Net identifiable assets acquired |  | $198,017
Goodwill |  | 109,827
Total preliminary Rockstar purchase consideration |  | $307,844
The Rockstar Acquisition resulted in the recognition of $109.8 million of goodwill, primarily composed of the expansion of Rockstar and the development of new intellectual property through innovation, the value of the assembled workforce, particularly key personnel in advertising and marketing, the acquisition of new direct customer relationships and projected synergies resulting from the integration of distribution networks. 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 Rockstar intangible brand asset 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, a royalty rate and a discount rate. The brand asset 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 fair value of the customer relationship intangible asset was estimated using the with-and-without method, a form of the income approach that quantifies the economic benefit of having existing customer relationships in place as of the acquisition date. This method measures the difference in the present value of expected cash flows between two scenarios, one in which the business retains its existing customer base and one in which it must reestablish those relationships over time. 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 values of identifiable intangible assets acquired and their respective amortization periods:
|  | Estimated Useful Life in Years |  | At August 28, 2025
Brands |  | Indefinite |  | $176,000
Customer relationships |  | 10 |  | 5,500
Total intangibles acquired |  |  |  | $181,500
Rockstar Operations Rockstar’s operations generated approximately $12.2 million of revenue and $8.5 million of net income before provisions for income taxes for the period from the Closing Date of the Pepsi Transactions through September 30, 2025. The results included $6.6 million of other income recorded within other (expense) income in the condensed consolidated statements of operations and comprehensive income. This amount reflects sales of Rockstar products under the t ransition service agreement under which the Company was an agent in certain sales transactions during the period from the Closing Date of the Pepsi Transactions through September 30, 2025. Transaction Costs In conjunction with the Rockstar Acquisition, the Company incurred approximately $10.7 million of transaction costs for both the three and nine months ended September 30, 2025. Costs were recognized as selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income. A lani Nu Acquisiti on On April 1, 2025, the Company completed the Alani Nu Acquisition purs uant to the term s of the membership interest purchase agreement dated February 20, 2025. The total preliminary purchase consideration was 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 Alani Nu Acquisition was accounted for as a business combination. Preliminary purchase consideration consisted of the following:
|  | Purchase Consideration
Cash consideration [1] |  | $1,322,425
Share consideration |  | 721,964
Contingent consideration[2] |  | 11,200
Preliminary fair value of purchase consideration |  | $2,055,589
[1] Amount includes base cash consideration of $1,275.0 million per the Alani Nu purchase agreemen t, plus $22.4 million of cash paid in connection with the finalization of customary post-closing adjust ments, plus Alani Nu closing cash acquired, offset by certain indebtedness related items. For the nine months ended September 30, 2025, the Company paid $1,278.8 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 of 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 Alani Nu 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. A s 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 Closing Date of Alani Nu 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 statements of operations and comprehensive income. 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 statements of operations and comprehensive income. During the three months ended September 30, 2025, no new information became available that changed the Company’s determination of the fair value of the contingent consideration reached in the quarter ended June 30, 2025. The estimated fair value of the 22,451,224 shares of common stock issued to the Sellers was $32.16 per share. This represents the closing share price of $35.73 on the Closing Date of Alani Nu, adjusted by a DLOM of 10%, given that the offer and sale of the shares were not registered under 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 of Alani Nu. Given the close proximity to the Closing Date of Alani Nu, 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. T he 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 |  | 82,412
Inventories [1] |  | 95,776
Prepaid expenses and other current assets |  | 1,699
Property, plant and equipment [2] |  | 2,662
Brands |  | 1,104,000
Customer relationships |  | 111,000
LIABILITIES |  |
Accounts payable |  | 49,117
Accrued expenses [3] |  | 48,887
Deferred revenue-current |  | 8,519
Other current liabilities |  | 426
Deferred revenue-non-current |  | 3,780
Other long term liabilities |  | 6,698
Net identifiable assets acquired |  | $1,323,777
Goodwill |  | 731,812
Total purchase consideration |  | $2,055,589
[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 the condensed consolidated statements of operations and comprehensive income for the three months ended June 30, 2025. The preliminary fair value was determined based on Level 3 inputs including th e 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. [2] Includes preliminary fair value adjustments related to acquired Alani Nu assets, which are subject to finalization during the measurement period. A measurement period adjustment of $2.9 million recorded for the three months ended September 30, 2025 was primarily related to property, plant and equipment and prepaid expenses and other current assets. [3] Includes $3.1 million the Company paid relating to the settlement of the net working capital adjustment. The settlement resulted in a decrease in accrued expenses and an increase in the estimated total purchase consideration. The adjustment did not impact goodwill. The Alani Nu Acquisition resulted in the recognition of $731.8 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 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
The identifiable customer relationships asset acquired will be amortized on a straight-line basis over its estimated useful life. Alani Nu Operations Alani Nu's operations generated approximately $633.2 million of revenue for the period from the Closing Date of Alani Nu through September 30, 2025. Given the level of integration, the Company believes that it is impracticable to produce standalone Alani Nu net income. Certain functions, including supply chain, promotional allowances and shared services are commingled within our reporting system. In line with ASC 805 and the impracticability criteria under ASC 250-10-45-9, isolating Alani Nu’s results would require assumptions about prior intent and significant estimates that cannot be objectively substantiated. Transaction Costs In conjunction with the Alani Nu Acquisition, the Company incurred approximately $24.8 million of transaction costs for the nine months ended September 30, 2025. The company did not incur any significant transaction costs during the three months ended September 30, 2025. Costs were recognized as selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive income. Costs associated with the issuance of common stock issued as consideration in the Alani Nu Acquisition were immaterial. Measurement Period Adjustments Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date. For the nine months ended September 30, 2025, a measurement period adjustment o f $2.9 million was recorded to p roperty, plant and equipment-net and prepaid expenses and other current assets, with a corresponding adjustment to goodwill. Depreciation expense related to this measurement period adjustment was immaterial. The final fair value determination of the assets acquired and liabilities assumed will be completed prior to one year from the transaction completion, consistent with ASC 805. Pro forma Consolidated Financial Information The following unaudited pro forma financial information summarizes the results of operations for the periods indicated as if the Alani Nu Acquisition and Rockstar 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 acquisitions actually occurred on January 1, 2024, nor does such information purport to be indicative of future financial operating results.
|  | Three Months Ended September 30,
|  | 2025 |  | 2024
Revenue |  | $798,496 |  | $513,912
Net (loss) income |  | (51,019) |  | 17,015
Net (loss) income attributable to common stockholders |  | $(65,263) |  | $2,444
|  | Nine Months Ended September 30,
|  | 2025 |  | 2024
Revenue |  | $2,271,993 |  | $1,737,287
Net income |  | 187,809 |  | 161,800
Net income attributable to common stockholders |  | $127,290 |  | $104,485
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 acquisitions, 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 acquisitions 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, the Company's long time copacker 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 and the purchase price allocation is now final. 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 during the year ended December 31, 2024

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