Celsius Holdings, Inc 8-K/A, filed Jun 12, 2025
Celsius Holdings, Inc. (CELH)
About this 8-K/A
Celsius Holdings, Inc filed this 8-K/A on June 12, 2025, reporting on events of April 1, 2025.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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EXPLANATORY NOTE
This Amendment amends the Original Form 8-K solely to include the consolidated financial statements of Alani Nu and the pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K, respectively. No other amendments are being made to the Original Form 8-K.
Except as set forth in this Amendment, the disclosure contained in the Original Form 8-K remains unchanged, and this Amendment should be read together with the Original Form 8-K, which provides a more complete description of the Alani Nu Acquisition.
The pro forma financial information included in this Amendment has been presented for informational purposes only, is based on various adjustments and assumptions and is not necessarily indicative of what Celsius’ consolidated statement of operations or consolidated balance sheet would have been had the Alani Nu Acquisition been completed as of the dates indicated, nor is such information necessarily indicative of what Celsius’ consolidated statement of operations or balance sheet will be for any future periods.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses or funds acquired. |
The audited consolidated financial statements of Alani Nutrition LLC and Subsidiary as of and for the years ended December 31, 2024 and 2023 are filed herewith as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.
| (b) | Pro forma financial information. |
Unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024 are filed herewith as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
| (d) | Exhibits |
| Exhibit No | Description | |
| 23.1 | Consent of Independent Certified Public Accountants | |
| 99.1 | Audited consolidated financial statements of Alani Nutrition LLC and Subsidiary as of and for the years ended December 31, 2024 and 2023 | |
| 99.2 | Unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELSIUS HOLDINGS, INC. | ||||||
| Date: June 12, 2025 | By: | /s/ Jarrod Langhans | ||||
| Jarrod Langhans, Chief Financial Officer | ||||||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We have issued our report, dated March 12, 2025, with respect to the consolidated financial statements for Alani Nutrition LLC and Subsidiary as of and for the years ended December 31, 2024 and 2023 included in the Current Report on Form 8-K/A of Celsius Holdings, Inc. filed on June 12, 2025. We consent to the incorporation by reference of such report in the Registration Statements of Celsius Holdings, Inc. on Forms S-8 (File Nos. 333-216029, 333-287652 and 333-287653) and Forms S-3 (File Nos. 333-279461 and 333-248875).
| /s/ Cherry Bekaert LLP |
| Louisville, Kentucky |
| June 12, 2025 |
Exhibit 99.1
ALANI NUTRITION LLC AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended December 31, 2024 and 2023 And Report of Independent Auditor
ALANI NUTRITION LLC AND SUBSIDIARY
TABLE OF CONTENTS
| REPORT OF INDEPENDENT AUDITOR |
1-2 | |||
| CONSOLIDATED FINANCIAL STATEMENTS |
||||
| Consolidated Balance Sheets |
3 | |||
| Consolidated Statements of Income and Comprehensive Income |
4 | |||
| Consolidated Statements of Members’ Equity (Deficit) |
5 | |||
| Consolidated Statements of Cash Flows |
6 | |||
| Notes to the Consolidated Financial Statements |
7-16 | |||
Report of Independent Auditor
To the Members
Alani Nutrition LLC and Subsidiary
Jeffersonville, Indiana
Opinion
We have audited the accompanying consolidated financial statements of Alani Nutrition LLC and Subsidiary (collectively, the “Company”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of income and comprehensive income, members’ equity (deficit), and cash flows for the years then ended, and the related notes to the consolidated financial statements.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Alani Nutrition LLC and Subsidiary as of December 31, 2024 and 2023, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
|
1 |
In performing an audit in accordance with generally accepted auditing standards, we:
| • | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| • | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. |
| • | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| • | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. |
| • | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audits.
|
| Jeffersonville, Indiana |
| March 12, 2025 |
2
ALANI NUTRITION LLC AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2024 AND 2023
| 2024 | 2023 | |||||||
| ASSETS |
||||||||
| Current Assets: |
||||||||
| Cash and cash equivalents |
$ | 12,054,836 | $ | 1,754,324 | ||||
| Accounts receivable, net |
40,094,276 | 28,612,259 | ||||||
| Inventories, net |
59,461,244 | 101,419,813 | ||||||
| Due from related parties |
28,467,571 | 1,992,443 | ||||||
| Prepaid expenses and other current assets |
4,396,947 | 4,341,978 | ||||||
|
|
|
|
|
|||||
| Total Current Assets |
144,474,874 | 138,120,817 | ||||||
| Property and Equipment, Net |
10,005,090 | 10,818,862 | ||||||
| Other Assets: |
||||||||
| Other noncurrent assets |
521,271 | 1,201,131 | ||||||
| Operating lease right-of-use asset |
217,978 | 2,199,655 | ||||||
|
|
|
|
|
|||||
| Total Assets |
$ | 155,219,213 | $ | 152,340,465 | ||||
|
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|
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| LIABILITIES AND MEMBERS’ EQUITY (DEFICIT) |
||||||||
| Current Liabilities: |
||||||||
| Accounts payable |
$ | 34,168,258 | $ | 42,002,208 | ||||
| Deferred revenue (Note 2) |
7,438,532 | 6,095,540 | ||||||
| Due to related parties |
1,152,327 | 4,845,429 | ||||||
| Accrued expenses and other current liabilities |
27,561,168 | 19,773,449 | ||||||
| Line of credit |
10,300,116 | 20,300,116 | ||||||
| Long-term debt, current portion |
12,101,000 | 12,500,000 | ||||||
| Current operating lease liability |
198,263 | 590,257 | ||||||
|
|
|
|
|
|||||
| Total Current Liabilities |
92,919,664 | 106,106,999 | ||||||
|
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| Noncurrent Liabilities: |
||||||||
| Noncurrent deferred revenue (Note 2) |
11,606,012 | 10,980,167 | ||||||
| Noncurrent debt, less current portion |
24,972,973 | 34,970,543 | ||||||
| Noncurrent operating lease liability |
12,455 | 1,683,131 | ||||||
|
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|
|
|||||
| Total Noncurrent Liabilities |
36,591,440 | 47,633,841 | ||||||
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|
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| Total Liabilities |
129,511,104 | 153,740,840 | ||||||
|
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| Members’ Equity (Deficit): |
||||||||
| Members’ equity (deficit) |
25,710,025 | (1,399,640 | ) | |||||
| Accumulated other comprehensive loss |
(1,916 | ) | (735 | ) | ||||
|
|
|
|
|
|||||
| Members’ Equity (Deficit) |
25,708,109 | (1,400,375 | ) | |||||
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| Total Liabilities and Members’ Equity (Deficit) |
$ | 155,219,213 | $ | 152,340,465 | ||||
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The accompanying notes to the consolidated financial statements are an integral part of these statements.
3
ALANI NUTRITION LLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2024 AND 2023
| 2024 | 2023 | |||||||
| Product sales |
$ | 597,602,474 | $ | 407,087,887 | ||||
| Distributor buyout income |
7,781,500 | 5,478,856 | ||||||
|
|
|
|
|
|||||
| Net Sales |
605,383,974 | 412,566,743 | ||||||
|
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| Cost of sales |
354,026,900 | 247,429,047 | ||||||
|
|
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|
|||||
| Gross Profit |
251,357,074 | 165,137,696 | ||||||
|
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|
|
|||||
| Operating Expenses: |
||||||||
| Management services |
73,776,735 | 26,922,442 | ||||||
| Administrative and general |
55,274,177 | 49,790,388 | ||||||
| Advertising and promotion |
39,634,212 | 36,771,507 | ||||||
| Distributor termination expense |
10,692,219 | 4,873,288 | ||||||
|
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|
|
|||||
| Total Operating Expenses |
179,377,343 | 118,357,625 | ||||||
|
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|
|
|
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| Income from Operations |
71,979,731 | 46,780,071 | ||||||
|
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|
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| Other Income (Expense): |
||||||||
| Other (expense) income, net |
(190,708 | ) | 813,058 | |||||
| Interest expense |
(4,881,882 | ) | (3,972,863 | ) | ||||
|
|
|
|
|
|||||
| Other Expense, Net |
(5,072,590 | ) | (3,159,805 | ) | ||||
|
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|
|
|||||
| Income Before Income Taxes |
66,907,141 | 43,620,266 | ||||||
| Provision for income taxes |
2,863,554 | 1,925,105 | ||||||
|
|
|
|
|
|||||
| Net Income |
64,043,587 | 41,695,161 | ||||||
| Other Comprehensive Loss: |
||||||||
| Foreign currency translation adjustment |
(1,181 | ) | (735 | ) | ||||
|
|
|
|
|
|||||
| Total Comprehensive Income |
$ | 64,042,406 | $ | 41,694,426 | ||||
|
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|
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|
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The accompanying notes to the consolidated financial statements are an integral part of these statements.
4
ALANI NUTRITION LLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 2024 AND 2023
| Members’ Equity (Deficit) |
Accumulated Other Comprehensive Loss |
Total Members’ Equity (Deficit) |
||||||||||
| Balance at January 1, 2023 |
$ | 28,866,387 | $ | — | $ | 28,866,387 | ||||||
| Net income |
41,695,161 | — | 41,695,161 | |||||||||
| Foreign currency translation adjustment |
— | (735 | ) | (735 | ) | |||||||
| Distributions |
(71,961,188 | ) | — | (71,961,188 | ) | |||||||
|
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|||||||
| Balance at December 31, 2023 |
(1,399,640 | ) | (735 | ) | (1,400,375 | ) | ||||||
| Net income |
64,042,406 | — | 64,042,406 | |||||||||
| Foreign currency translation adjustment |
— | (1,181 | ) | (1,181 | ) | |||||||
| Distributions |
(36,932,741 | ) | — | (36,932,741 | ) | |||||||
|
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| Balance at December 31, 2024 |
$ | 25,710,025 | $ | (1,916 | ) | $ | 25,708,109 | |||||
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The accompanying notes to the consolidated financial statements are an integral part of these statements.
5
ALANI NUTRITION LLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2024 AND 2023
| 2024 | 2023 | |||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 64,042,406 | $ | 41,695,161 | ||||
| Adjustments to reconcile net income to net |
||||||||
| cash flows from operating activities: |
||||||||
| Depreciation |
5,558,934 | 3,176,421 | ||||||
| Amortization of debt issuance costs |
2,430 | — | ||||||
| Provision for credit losses |
4,268,499 | 2,873,269 | ||||||
| Provision for customer credits |
11,601,684 | 1,944,065 | ||||||
| Provision for slow-moving and obsolete inventory |
(3,431,980 | ) | 1,859,674 | |||||
| Noncash lease (benefit) provision expense |
(80,993 | ) | 52,785 | |||||
| Loss on disposal of fixed assets |
18,117 | — | ||||||
| Changes in: |
||||||||
| Accounts receivable |
(27,352,200 | ) | (13,966,352 | ) | ||||
| Inventories |
45,390,549 | (30,473,020 | ) | |||||
| Prepaid expenses and other current assets |
(54,969 | ) | (2,260,995 | ) | ||||
| Other noncurrent assets |
679,860 | (1,201,131 | ) | |||||
| Accounts payable |
(7,833,950 | ) | 19,993,283 | |||||
| Accrued expenses and other current liabilities |
7,787,719 | 12,471,164 | ||||||
| Deferred revenue |
1,968,837 | 1,698,643 | ||||||
| Due from related parties, net |
(6,668,230 | ) | (3,194,157 | ) | ||||
|
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|
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| Net cash flows from operating activities |
95,896,713 | 34,668,810 | ||||||
|
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|
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| Cash flows from investing activities: |
||||||||
| Proceeds from sale of property and equipment |
17,781 | — | ||||||
| Purchases of property and equipment |
(4,781,060 | ) | (10,507,063 | ) | ||||
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|
|||||
| Net cash flows from investing activities |
(4,763,279 | ) | (10,507,063 | ) | ||||
|
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| Cash flows from financing activities: |
||||||||
| Net payments on lines of credit |
(10,000,000 | ) | (700,000 | ) | ||||
| Payments on long-term debt |
(16,702,000 | ) | (2,529,457 | ) | ||||
| Proceeds from long-term debt |
6,303,000 | 50,000,000 | ||||||
| Due from related parties, net |
(23,500,000 | ) | — | |||||
| Distributions paid |
(36,932,741 | ) | (71,961,188 | ) | ||||
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| Net cash flows from financing activities |
(80,831,741 | ) | (25,190,645 | ) | ||||
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|||||
| Increase (decrease) in cash and cash equivalents |
10,301,693 | (1,028,898 | ) | |||||
| Net effect of exchange rate changes |
(1,181 | ) | (735 | ) | ||||
| Cash and cash equivalents, beginning of year |
1,754,324 | 2,783,957 | ||||||
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| Cash and cash equivalents, end of year |
$ | 12,054,836 | $ | 1,754,324 | ||||
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| Supplemental disclosures of cash paid for: |
||||||||
| Interest |
$ | 4,912,458 | $ | 3,975,942 | ||||
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|
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| Income taxes |
$ | 2,863,554 | $ | 1,099,014 | ||||
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The accompanying notes to the consolidated financial statements are an integral part of these statements.
6
ALANI NUTRITION LLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Note 1—Nature of organization and operations
Alani Nutrition LLC (“Alani”) and its wholly-owned subsidiary Alani Nutrition UK Ltd (“Alani UK”)
(collectively, the “Company”) distributes premium brand supplement and beverage products, offering a wide range of sports nutrition and health and beauty supplements primarily in the United States, Canada, and the United Kingdom.
Note 2—Summary of significant accounting policies
Basis of Accounting – The consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Accounting Standard Codification (“ASC”) as produced by the Financial Accounting Standards Board (“FASB”) is the sole source of authoritative U.S. GAAP.
Use of Estimates – The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Principles of Consolidation – Alani consolidates its wholly-owned subsidiary and eliminates all significant intercompany transactions from its financial results.
The Company also holds variable interests in a related party company and its subsidiaries that are considered variable interest entities (“VIE”) in accordance with U.S. GAAP. The Company evaluated whether it is the primary beneficiary of the related party VIEs to determine if consolidation is required and concluded the Company was not the primary beneficiary and, therefore, the Company did not consolidate the VIEs (see Notes 11 and 12 for further details on related party transactions and variable interest entities, respectively.)
Limited Liability Company – Since the Company is organized as a limited liability company, no member, manager, agent, or employee of the Company shall be personally liable for the debts, obligations, or liabilities of the Company whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, director, manager, agent, or employee of the Company, unless the individual has signed a specific personal guarantee. The duration of this entity is perpetual based upon its operating agreement.
Cash and Cash Equivalents – The Company considers all highly liquid short-term investments with an original maturity of three months or less to be cash equivalents. The Company places its cash and cash equivalents on deposit with financial institutions in the United States and the United Kingdom. Amounts in the United States are insured by the Federal Deposit Insurance Corporation for up to $250,000, amounts in Canada are insured by the Canadian Deposit Insurance Corporation for up to $100,000, and amounts in the United Kingdom are insured by the Financial Services Compensation Scheme for up to £85,000. The Company’s cash balances at times exceeded these insured limits. As of December 31, 2024 and 2023, the Company had approximately $11,450,819 and $1,700,000 in excess of these limits, respectively, as translated from local currencies to the Company’s reporting currency of U.S. dollars. The Company has not experienced any loss in such accounts.
7
ALANI NUTRITION LLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Note 2—Summary of significant accounting policies (continued)
Accounts Receivable – Sales are made generally on an unsecured basis. Consequently, management reviews outstanding receivables and provides an allowance for credit losses for those accounts, based on historical experience, current economic conditions that may affect the customer’s ability to pay, and a review of the current status of existing receivables, that are expected to become uncollectible. The allowance for credit losses is an amount that management believes will be adequate to absorb possible losses. Amounts are charged against the allowance when management determines that collectability is remote. The Company provided an allowance for credit losses of $5,147,731 and $1,877,286 at December 31, 2024 and 2023, respectively. Accounts receivables are presented net of billbacks for customers that are allowed the right to net settle. The Company also provided allowances for discounts, rebates, invasion fees, and other customer credits of $17,343,612 and $5,539,400 at December 31, 2024 and 2023, respectively. Accounts receivable at January 1, 2023 was $19,463,241.
Inventories – Inventories consist primarily of nutrition, workout supplement, and beverage products and related raw materials in various stages of production. The Company contracts with multiple third-party manufacturers for all or certain parts of the various product manufacturing depending on the product. Raw materials and work-in-process are typically held by the third-party manufacturers to be used in the production of the finished goods for the Company. Inventories are stated at the lower of cost (determined by weighted average costing) and net realizable value (see Note 4).
The Company has established an allowance for slow moving and obsolete inventory, which is netted against the value of the inventory. The allowance is based upon recent inventory activity and projections of future sales by product. The inventory reserve was $4,390,585 and $7,822,565 at December 31, 2024 and 2023, respectively.
Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Property and equipment primarily includes merchandising equipment, vehicles, office equipment, and IT equipment. Maintenance and repairs are charged to expense as incurred; material renewals or betterments are capitalized. Gain or loss on retirements or disposition of assets is credited or charged to operations, and respective costs and accumulated depreciation are eliminated from the accounts.
Depreciation is recognized based on the estimated useful lives of the assets using the straight-line method. The estimated useful life of property and equipment ranges from three to five years. Depreciation expense for the years ended December 31, 2024 and 2023 was $5,558,934 and $3,176,421, respectively.
The Company periodically reviews the carrying values of property and equipment for impairment whenever adverse events or changes in circumstances indicate the carrying value of the asset may not be recoverable. A deterioration in the Company’s underlying assumptions regarding the impact of competitive operating conditions, macroeconomic conditions, or other factors used to estimate the future performance of any of its reporting units or assets can result in an impairment.
Revenue Recognition – The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers. The Company’s revenue is primarily generated from contracts with customers, which typically consist of purchase orders with retailers, distributors, and direct e-commerce sales. Revenue is recognized when performance obligations under the terms of the contracts with the Company’s customers are satisfied. The Company receives payments from distributors in new territories. Amounts received pursuant to these new distribution agreements are accounted for as deferred revenue and recognized ratably over the anticipated life of the respective new distribution agreements.
8
ALANI NUTRITION LLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Note 2—Summary of significant accounting policies (continued)
The Company’s products are sold for cash or on credit terms. The Company’s credit terms, which are established in accordance with local and industry practices, typically require payment within 30 days of delivery. The Company accounts for each delivery order of products as a separate performance obligation. Revenue is recognized when the performance obligation is satisfied, which typically occurs at the point in time when control of the product transfers to the customer.
Product sales are recorded net of variable consideration, such as provisions for returns, discounts and allowances. Such provisions are calculated using historical averages and adjusted for any expected changes due to current business conditions. In the normal course of business, consideration is paid to customers for cooperative advertising initiatives (slotting and product placement). The Company evaluates the nature of each transaction and recognizes the amount paid as a reduction of revenue except to the extent that there is a distinct good or service provided, in which case the expense is recorded as an advertising and promotional expense. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Sales taxes and other similar taxes are excluded from revenue.
The Company believes that adequate provision has been made for discounts, rebates, and returns based on the Company’s historical experience.
The Company accounts for delivery transportation as costs required to fulfill the promise to transfer goods to the customer, not a separate performance obligation, and recognizes these costs as a cost of sales expense in the period when revenue for the related performance obligation is recognized.
Foreign Currency – The accounts of Alani UK are measured using the local currency of their operations in the United Kingdom, British Pound Sterling, as the functional currency. Non-monetary items, such as, equity and fixed assets, are translated into U.S. dollars at historical exchange rates. Monetary assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the period end. Income and expense items are translated at average exchange rates for the period. Cumulative translation loss has been included as a component of accumulated other comprehensive loss as of December 31, 2024 and 2023, in accordance with U.S. GAAP. In addition to the translation loss included in accumulated other comprehensive loss, foreign currency transaction gains and losses due to timing of cash payments and denomination of transactions between foreign countries and the United States have been recorded in the consolidated statements of income and comprehensive income in accordance with U.S. GAAP and are immaterial to the consolidated financial statements for the years ended December 31, 2024 and 2023. Additionally, all such activity between Alani and Alani UK is eliminated in the consolidated financial statements.
Deferred Revenue – The Company receives payments from distributors in new territories (see Note 11). Amounts received pursuant to these new distribution agreements are accounted for as deferred revenue and recognized ratably over the anticipated life of the respective distribution agreements. During 2024 and 2023, the Company generated $9,666,215 and $7,025,091, respectively, of cash receipts from these agreements with independent distributors, $7,781,500 and $5,478,856 of which was recognized as buyout income during the years ended December 31, 2024 and 2023, respectively, in the accompanying consolidated statements of income and comprehensive income. The remaining $6,670,384 and $5,411,513 are recorded in current deferred revenue and $11,606,012 and $10,980,167 are recorded in noncurrent deferred revenue on the accompanying consolidated balance sheets at December 31, 2024 and 2023, respectively.
9
ALANI NUTRITION LLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Note 2—Summary of significant accounting policies (continued)
In addition to the above, the Company records deferred revenue when payments are received in advance of completion of its performance obligations. In the normal course of business, deferred revenue generally relates to prepayments of packaged goods and gift cards generated through its e-commerce portals that have been ordered and paid for, but not delivered prior to the year ended. Additionally, the Company operates a loyalty program in which customers may earn rewards points with their purchases that may be redeemed for discounted goods. The Company records deferred revenue related to loyalty program based on its estimated expectation of future redemptions of points compared to total points earned. Total deferred revenue not related to distributor rights fees as of December 31, 2024 and 2023, was $768,148 and $684,027, respectively.
Distributor Termination Expenses – Termination charges are included in distributor termination expenses upon termination of distribution agreements. The Company recognized distributor termination fees of $10,692,219 and $4,873,288 for the years ended December 31, 2024 and 2023, respectively, which are included in operating expenses in the accompanying consolidated statements of income and comprehensive income. There were no accrued distributor termination fees for the year ended December 31, 2024. There were $2,315,666 in accrued distributor termination fees reflected in accrued expenses and other current liabilities at December 31, 2023.
Shipping and Handling Fees and Costs – The Company classifies shipping and handling amounts billed to customers as sales and the related costs, as costs of sales in the accompanying statements of income and comprehensive income. Shipping and handling costs for freight expense on goods shipped for the years ended December 31, 2024 and 2023 totaled $64,321,837, and $45,459,045, respectively.
Advertising Costs – Advertising and promotion costs are expensed as incurred.
Sales and Use Taxes – The Company collects and remits various state sales and use taxes on sales. State sales and use taxes are presented net in sales in the accompanying statements of income and comprehensive income.
Comprehensive Income – Comprehensive income includes foreign currency translation adjustments.
Income Taxes – The Company, with the consent of its members, elected to be taxed as an S corporation under the provisions of the Internal Revenue Code. Under those provisions, taxable income is reported on the federal income tax returns of the individual members. Accordingly, the Company does not pay federal income taxes and no provision has been made for federal income taxes in the accompanying consolidated financial statements. However, the Company is subject to, and has recorded, certain state and local income taxes paid at the entity level.
U.S. GAAP defines tax positions applicable to pass-through entities, such as, S corporations and partnerships, and only requires income taxes attributed to the reporting entity and not the individual owners to be considered tax positions. The Company recognizes uncertain tax positions using the more likely than not approach as defined in the ASC. No liability for uncertain tax positions has been recorded in the accompanying consolidated financial statements as of December 31, 2024 and 2023. There were no changes in the liability for uncertain tax positions during the years ended December 31, 2024 and 2023, and there are no tax positions for which it is reasonably possible that the total estimate of liability for uncertain tax positions will significantly increase or decrease within the next twelve months. The Company recognizes interest and penalties related to unrecognized tax benefits, if any, in operating expenses.
Tax expense and related deferred tax assets and liabilities related to Alani UK are de minimis.
Related Party Accounting – The Company conducts business with related parties through common ownership. See Note 11 for further detail on the related party transactions and balances as of and for the years ended December 31, 2024 and 2023.
10
ALANI NUTRITION LLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Note 2—Summary of significant accounting policies (continued)
Leases – At the inception of any contract, the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right through exclusivity to substantially all the economic benefit from the use of the asset throughout the term, (3) whether the Company has the right to direct the use of the asset by making decisions about how and for what purpose the asset will be used, and (4) if the lessor has substantive substitution rights. At inception of a lease, the Company allocates the consideration in the contract to each lease and non-lease component based on the component’s relative stand-alone price to determine the lease payments. Lease and non-lease components are accounted for separately. This evaluation may require significant judgment.
Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses a risk-free rate based on the information available at commencement date in determining the present value of lease payments. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company has elected to apply the short-term lease exemption to all of the classes of underlying assets.
Subsequent Events – Subsequent events for the Company have been considered through March 12, 2025, which represents the date the consolidated financial statements were available to be issued.
Reclassifications – Certain reclassifications have been made to the 2023 consolidated financial statements to conform to 2024 presentation. Net sales has been disaggregated to show product sales and distributor buyout income on the consolidated statement of income and comprehensive income. This reclassification had no effect on previously reported consolidated results of operations or equity.
Note 3—Call option
During 2024, the Company entered into a Call Option Agreement (the “Option Agreement”) with, among other parties, various trusts affiliated with two of its founders (the “Trust Members”) pursuant to which the Company was granted a call option (the “Call Option”) that enables it to repurchase 50% of the membership interests of the Company from the Trust Members for a defined exercise price in the Option Agreement. The grant of the Call Option required an initial $495,000 payment to the Trust Members. The underlying in the Option Agreement is the price of the security and the notional amount is the 50% of the Company’s membership interests owned by the Trust Members.
In accordance with U.S. GAAP, the Company has presented the Call Option as an asset recorded at fair value in prepaid expenses and other current assets on its consolidated balance sheet. The Company determined that exercising the Call Option was not probable at December 31, 2024; therefore, no change to the Call Option’s original carrying value of $495,000 will occur unless the option is probable to be exercised, is exercised, or expires.
11
ALANI NUTRITION LLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Note 3—Call option (continued)
The Company’s right to exercise the Call Option terminates on February 28, 2025; provided that in the event that a definitive agreement to sell a majority of the membership interests of the Company has been duly executed and delivered by the parties thereto in accordance with the Option Agreement prior to such time, the Call Option expiration date shall not be deemed to have occurred unless and until such definitive Company sale agreement is terminated in accordance with its terms. See Note 13.
Note 4—Inventories
At December 31, 2024 and 2023 inventories consisted of the following:
| 2024 | 2023 | |||||||
| Raw materials |
$ | 10,312,687 | $ | 13,598,687 | ||||
| Work in process |
4,451,028 | 2,137,898 | ||||||
| Finished goods |
49,088,114 | 93,505,793 | ||||||
| Allowance for slow moving and obsolete inventory |
(4,390,585 | ) | (7,822,565 | ) | ||||
|
|
|
|
|
|||||
| Inventories, net |
$ | 59,461,244 | $ | 101,419,813 | ||||
|
|
|
|
|
|||||
Note 5—Property and equipment
Property and equipment consist of the following at December 31, 2024 and 2023:
| Estimated Useful Life (In Years) |
2024 | 2023 | ||||||||||
| IT equipment |
5 | $ | 1,442,896 | $ | 1,049,236 | |||||||
| Office equipment |
5 | 717,334 | 659,142 | |||||||||
| Merchandising equipment |
3 | 16,821,800 | 11,934,475 | |||||||||
| Leashold improvements |
5 | (*) | 31,543 | 180,079 | ||||||||
| Vehicles and warehouse equipment |
5 | 470,052 | 1,128,304 | |||||||||
|
|
|
|
|
|||||||||
| 19,483,625 | 14,951,236 | |||||||||||
| Less accumulated depreciation |
(9,478,535 | ) | (4,132,374 | ) | ||||||||
|
|
|
|
|
|||||||||
| $ | 10,005,090 | $ | 10,818,862 | |||||||||
|
|
|
|
|
|||||||||
| (*) | Or remaining lease term, if less |
Note 6—Line of credit
The Company has a line of credit agreement with a bank with a maximum borrowing amount of $25,000,000 which matures on August 29, 2025. Outstanding amounts on the line of credit totaled $10,300,116 and $20,300,116 at December 31, 2024 and 2023, respectively. Borrowings under the line of credit bear interest at the daily Secured Overnight Financing Rate (“SOFR”) plus 2.25% (6.74% at December 31, 2024). Unutilized amounts are assessed a 0.15% non-usage fee. The line of credit is secured by all assets of the Company. The line of credit is subject to specific restrictive financial covenants.
12
ALANI NUTRITION LLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Note 7—Long-term debt
Long-term debt at December 31, 2024 and 2023 consists of the following:
| 2024 | 2023 | |||||||
| Note payable to a bank in quarterly installments of $2,500,000 plus interest at the daily SOFR rate (6.74% at December 31, 2024); matures in May 2028; secured by substantially all assets of the Company. |
$ | 35,000,000 | $ | 47,500,000 | ||||
| Note payable to bank in quarterly installments of $1,050,500 plus interest at daily SOFR rate (6.74% at December 31, 2024); matures June 2025; secured by substantially all assets of the Company. |
2,101,000 | — | ||||||
|
|
|
|
|
|||||
| Total long-term debt |
37,101,000 | 47,500,000 | ||||||
| Less unamortized debt issuance costs |
27,027 | 29,457 | ||||||
| Less current portion |
12,101,000 | 12,500,000 | ||||||
|
|
|
|
|
|||||
| Long-term debt, less current portion |
$ | 24,972,973 | $ | 34,970,543 | ||||
|
|
|
|
|
|||||
Scheduled maturities of long-term debt as of December 31, 2024 are as follows:
| 2025 |
$ | 12,101,000 | ||
| 2026 |
10,000,000 | |||
| 2027 |
10,000,000 | |||
| 2028 |
5,000,000 | |||
|
|
|
|||
| $ | 37,101,000 | |||
|
|
|
Note 8—Commitments and contingencies
From time to time, the Company is involved in various claims and legal actions arising from the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material, adverse effect on the Company’s financial position, results of operations, or liquidity.
The Company has entered into purchase agreements for the procurement of raw materials and inventory items necessary for production. These commitments totaling $15,572,000 are scheduled for delivery through December 2026.
Note 9—Concentrations
Major Customers Concentration – Due to the nature of the Company’s business, the major customers will vary between years.
13
ALANI NUTRITION LLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Note 9—Concentrations (continued)
One customer comprised approximately 10% of the accounts receivable balance at December 31, 2024, and this customer comprised approximately 11% of total revenues for the year then ended.
Two customers comprised approximately 26% of the accounts receivable balance at December 31, 2023, and these two customers comprised approximately 17% of total revenues for the year then ended.
Major Vendors Concentration – Two vendors (one who is a related party through common ownership, see Note 11) comprised approximately 28% and 15% of vendor purchases for the years ended December 31, 2024 and 2023, respectively.
Note 10—Leases
The Company leases warehouse and office space under noncancelable operating leases that expire at various times through 2026.
The components of lease expense were as follows:
| Year Ended December 31, |
2024 | 2023 | ||||||
| Operating lease cost |
$ | 949,450 | $ | 877,443 | ||||
|
|
|
|
|
|||||
| Total lease cost |
$ | 949,450 | $ | 891,843 | ||||
|
|
|
|
|
|||||
The short-term lease cost for the years ended December 31, 2024 and 2023 are immaterial to the consolidated financial statements.
Other information related to leases was as follows:
| Year Ended December 31, |
2024 | 2023 | ||||||
| Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases |
$ | 1,030,443 | $ | 824,658 | ||||
| Right-of-use assets obtained in exchange for lease obligations Operating leases |
$ | — | $ | 2,585,065 | ||||
| Right-of-use assets modified/written down during the year Operating leases |
$ | 2,696,321 | $ | 699,783 | ||||
| Weighted average remaining lease term Operating leases (in years) |
0.89 | 4.16 | ||||||
| Weighted average discount rate Operating leases |
4.28 | % | 4.61 | % | ||||
Future minimum rental payments under noncancelable leases as of December 31, 2024 and 2023 are immaterial to the consolidated financial statements:
14
ALANI NUTRITION LLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Note 11—Related party transactions
The Company conducts business with a related party through common ownership that distributes the Company’s products in certain regions of the country and internationally. During the years ended December 31, 2024 and 2023, the Company sold products to this related party distributor totaling approximately $11,400,000 and $5,500,000, respectively. The accounts receivable balances due from this related party for product sales are approximately $3,100,000 and $2,000,000 at December 31, 2024 and 2023, respectively. Amounts receivable from this related party for certain advances due within twelve months are approximately $23,500,000 and $-0- at December 31, 2024 and 2023, respectively.
During 2023, the Company entered into new distribution agreements relating to the sale and distribution of certain beverage products with independent distributors. In order to enter these distributor agreements, the Company terminated agreements with the related party distributor in certain locations without cause and in accordance with the related distributor agreements was required to pay approximately $4,900,000 during 2023, which are included in distributor buyout expenses in the consolidated statement of income and comprehensive income. The Company had no such terminations with the related party in 2024.
The Company also has a management services agreement with the related party in the United States whereby the related party provides substantially all management services for the Company, including raw materials procurement and engaging with vendors, employees, and lessors in the execution of the business activities of the Company. Total management services costs were approximately $76,000,000 and $28,000,000 for the years ended December 31, 2024 and 2023, respectively, and are included in management services and cost of sales in the consolidated statements of income and comprehensive income. Total procurement charges were approximately $59,000,000 and $44,000,000 for the years ended December 31, 2024 and 2023, respectively, and are included in cost of sales in the consolidated statements of income and comprehensive income. Amounts due to the related party were approximately $700,000 and $4,800,000 at December 31, 2024 and 2023, respectively.
Outstanding balances due to other related parties total $500,000 and $-0- at December 21, 2024 and 2023, respectively. Outstanding balances due from other related parties total $1,800,000 and $-0- at December 31, 2024 and 2023, respectively.
See Note 10 for disclosure of a related party lease.
Note 12—Variable interest entity
The Company has determined it holds variable interests in a related party company and its subsidiaries, as discussed further in Note 11, and has concluded that the related party is a VIE as defined by U.S. GAAP. Therefore, the Company evaluated whether it was the primary beneficiary of the VIE to determine if consolidation was required.
As discussed further in Note 11, the related party VIE operates as a regional distributor and management services provider for the Company and other related party brand companies. The Company’s variable interests in the related party VIE primarily relate to the contractually obligated markups on eligible management services costs provided by the related party VIE and the exclusive distribution of the Company’s products by the related party VIE in certain U.S. markets. The Company’s maximum exposure to loss due to involvement with the VIE cannot be quantified but would be determined via the same agreements governing these transactions. The maximum exposure would result from the VIE incurring excessive eligible costs for management services that are paid by the Company in accordance with the management services contract. However, both the Company and the VIEs can voluntarily exit the agreements at will through mutual termination clauses to avoid an unreasonable amount of exposure to losses. Creditors of the related party VIE do not have recourse against the general credit of the Company.
15
ALANI NUTRITION LLC AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Note 12—Variable interest entity (continued)
As defined by U.S. GAAP, the primary beneficiary of a VIE has both 1) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE and 2) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Although the terms of the contractual arrangements with the related party resulted in the Company holding variable interests in the related party VIE, they do not empower the Company to direct the activities of the related party VIE that most significantly impact the VIE’s economic performance; therefore, it was concluded that the Company is not the primary beneficiary of the related party VIE and does not require consolidation of the related party VIE for financial reporting purposes under U.S. GAAP.
Note 13—Subsequent events
The Company has evaluated subsequent events through March 12, 2025, which is the date the consolidated financial statements are available to be issued.
On February 20, 2025, the Company entered into a definitive, binding agreement for the sale of 100% of its membership interests to an unrelated party. This transaction is currently expected to close in April 2025, subject to customary closing conditions and regulatory approvals.
On February 28, 2025, the expiration date of the Company’s Call Option to repurchase 50% of its outstanding membership interests, as disclosed in Note 3, was extended and the expiration date shall not be deemed to occur unless the definitive, binding Company sale agreement is terminated in accordance with its terms. The Company intends to exercise the call option in conjunction with, and immediately following, the closing of the
Company sale transaction as discussed above. There is no impact on the Company’s financial position or results from operations as of and for the year ended December 31, 2024 as a result of these transactions.
No other material subsequent events have occurred that require disclosure.
16
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On February 20, 2025, Celsius Holdings, Inc., a Nevada corporation (the “Company” or “Celsius”), entered into a membership interest purchase agreement to acquire Alani Nutrition LLC, a Kentucky limited liability company (“Alani Nu”), from its equity holders, Max Clemons, Trey Steiger, Katy E. Schneider, R. Haydn Schneider and certain related trusts (collectively, the “Sellers”) and Congo Brands Holding Company LLC (“Congo”) for a total purchase consideration comprising (i) $1,275.0 million in cash, subject to 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, respectively, and (iii) up to $25.0 million in additional cash consideration, payable only if net sales of Alani Nu’s products meet or exceed an agreed upon target for calendar year 2025. On April 1, 2025 (the “Closing Date”), the Company completed the acquisition of Alani Nu (the “Acquisition”). The actual purchase consideration at the Closing Date is different from the amount reported in these unaudited pro forma condensed combined financial statements given the periods presented (see Note 3 for further information).
On the Closing Date, Celsius and certain subsidiaries, the lenders and issuing banks thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a term loan facility in an aggregate principal amount of up to $900 million, which was fully drawn on the Closing Date to fund a portion of the cash consideration paid to Sellers, and a revolving credit facility in an aggregate principal amount of up to $100 million, which was undrawn as of the Closing Date.
The unaudited pro forma condensed combined balance sheet as of December 31, 2024, gives effect to the Acquisition as if it had been completed on December 31, 2024, and combines the audited consolidated balance sheet of Celsius as of December 31, 2024, with Alani Nu’s audited consolidated balance sheet as of December 31, 2024.
The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2024, gives effect to the Acquisition as if it had been completed on January 1, 2024, and combines Celsius’ audited consolidated statement of operations and Alani Nu’s audited consolidated statement of income for the fiscal year ended December 31, 2024.
The historical financial statements of Celsius and Alani Nu have been adjusted in the accompanying unaudited pro forma condensed combined financial statements as necessary to account for the Acquisition in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The unaudited pro forma adjustments are based upon currently available information and certain assumptions that Celsius’ management believes are reasonable as of the date of this filing. However, the unaudited pro forma condensed combined financial statements may not reflect all the adjustments necessary to conform the accounting policies of Alani Nu to those of Celsius, as Celsius has not completed its review to identify all adjustments that may be necessary to conform Alani Nu’s accounting policies to Celsius’ accounting policies. Upon completion of such review, differences may be identified between the accounting policies of the two companies that could have an impact on the unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined financial statements were derived from and should be read in conjunction with:
| • | The accompanying notes to the unaudited pro forma condensed combined financial statements; |
| • | The audited consolidated financial statements of Celsius contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the accompanying notes thereto; and |
| • | The audited consolidated financial statements of Alani Nu as of December 31, 2024 and for the two years ended December 31, 2024 and the accompanying notes thereto, which are included as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A with which these unaudited pro forma condensed combined financial statements are filed. |
The unaudited pro forma condensed combined financial statements do not reflect any anticipated synergies or dis-synergies, operating efficiencies, or cost savings that may result from the Acquisition or any integration costs that may be incurred.
The unaudited pro forma condensed combined financial statements and related notes are being provided for illustrative purposes only and do not purport to represent what the combined company’s actual results of operations or financial position would have been had the Acquisition been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The accompanying unaudited pro forma condensed combined financial statements and related notes have been prepared in accordance with Article 11 of Regulation S-X as amended to give the effect to the following:
| • | Application of the acquisition method of accounting under the provisions of the Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (“ASC 805”), where certain assets and liabilities of Alani Nu will be recorded by Celsius at their respective fair values on the Closing Date; |
| • | Adjustments to conform the financial statement presentation of Alani Nu to that of Celsius, based upon a preliminary assessment by Celsius; |
| • | Adjustments to reflect the related financing transactions and other adjustments; and |
| • | Adjustments to reflect transaction costs in connection with the Acquisition. |
The pro forma adjustments and the unaudited pro forma condensed combined financial statements are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial statements in accordance with the requirements of the Securities and Exchange Commission. Celsius estimated the fair value of Alani Nu’s assets and liabilities based on a preliminary valuation, due diligence information and other relevant information. A final determination of the fair value of Alani Nu’s acquired assets and assumed liabilities will be performed. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial statements may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact the combined company’s statements of operations; therefore the final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial statements.
1
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2024
(In thousands of U.S. dollars)
| Celsius Holdings, Inc. (Reclassified) (Note 2) As of December 31, 2024 |
Alani Nutrition LLC (Reclassified) (Note 2) As of December 31, 2024 |
Transaction Accounting Adjustments – Acquisition |
(Note 4) | Transaction Accounting Adjustments – Financing |
(Note 4) | Pro Forma Combined |
||||||||||||||||||
| Assets |
||||||||||||||||||||||||
| Current assets: |
||||||||||||||||||||||||
| Cash and cash equivalents |
$ | 890,190 | $ | 12,055 | $ | (1,317,994 | ) | (a) | $ | 868,419 | (l) | $ | 452,670 | |||||||||||
| Accounts receivable-net |
270,342 | 40,094 | — | — | 310,436 | |||||||||||||||||||
| Inventories-net |
131,165 | 59,461 | 15,109 | (b) | — | 205,735 | ||||||||||||||||||
| Deferred other costs-current |
14,124 | — | — | — | 14,124 | |||||||||||||||||||
| Prepaid expenses and other current assets |
18,759 | 32,865 | (28,468 | ) | (c) | — | 23,156 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total current assets |
$ | 1,324,580 | $ | 144,475 | $ | (1,331,353 | ) | $ | 868,419 | $ | 1,006,121 | |||||||||||||
| Property, plant and equipment-net |
55,602 | 10,005 | — | — | 65,607 | |||||||||||||||||||
| Right of use assets-operating leases |
21,606 | 218 | — | — | 21,824 | |||||||||||||||||||
| Right of use assets-finance leases-net |
230 | — | — | — | 230 | |||||||||||||||||||
| Trade name-net |
907 | 521 | 1,103,479 | (d) | — | 1,104,907 | ||||||||||||||||||
| Customer relationships-net |
11,306 | — | 111,000 | (e) | — | 122,306 | ||||||||||||||||||
| Goodwill |
71,582 | — | 786,243 | (f) | — | 857,825 | ||||||||||||||||||
| Deferred other costs-non-current |
234,215 | — | — | — | 234,215 | |||||||||||||||||||
| Deferred tax assets |
38,699 | — | — | — | 38,699 | |||||||||||||||||||
| Other long-term assets |
8,154 | — | — | 2,708 | (m) | 10,862 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total Assets |
$ | 1,766,881 | $ | 155,219 | $ | 669,369 | $ | 871,127 | $ | 3,462,596 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Liabilities, Mezzanine Equity and Stockholders’ Equity |
||||||||||||||||||||||||
| Current liabilities: |
||||||||||||||||||||||||
| Accounts payable |
$ | 41,287 | $ | 34,168 | — | — | $ | 75,455 | ||||||||||||||||
| Accrued expenses |
148,780 | 25,281 | 21,222 | (g) | — | 195,283 | ||||||||||||||||||
| Income taxes payable |
10,834 | 1,548 | — | 12,382 | ||||||||||||||||||||
| Accrued promotional allowance |
135,948 | — | — | — | 135,948 | |||||||||||||||||||
| Lease liability operating leases |
3,265 | 198 | — | — | 3,463 | |||||||||||||||||||
| Lease liability finance leases |
100 | — | — | — | 100 | |||||||||||||||||||
| Deferred revenue |
9,513 | 7,439 | — | — | 16,952 | |||||||||||||||||||
| Current portion of long-term debt |
— | 12,101 | (12,101 | ) | (h) | 6,750 | (n) | 6,750 | ||||||||||||||||
| Line of credit |
— | 10,300 | (10,300 | ) | (h) | — | — | |||||||||||||||||
| Other current liabilities |
15,808 | 1,885 | 13,847 | (i) | — | 31,540 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
| Total current liabilities |
365,535 | 92,920 | 12,668 | 6,750 | 477,873 | |||||||||||||||||||
| Lease liability operating leases |
16,674 | 12 | — | — | 16,686 | |||||||||||||||||||
| Lease liability finance leases |
211 | — | — | — | 211 | |||||||||||||||||||
| Deferred tax liability |
2,330 | — | — | — | 2,330 | |||||||||||||||||||
| Deferred revenue |
157,714 | 11,606 | — | — | 169,320 | |||||||||||||||||||
| Other long term liabilities |
— | — | 6,698 | (j) | — | 6,698 | ||||||||||||||||||
| Long-term debt |
— | 24,973 | (24,973 | ) | (h) | 864,377 | (o) | 864,377 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total Liabilities |
542,464 | 129,511 | (5,607 | ) | 871,127 | 1,537,495 | ||||||||||||||||||
| Mezzanine Equity: |
||||||||||||||||||||||||
| Series A convertible preferred stock |
824,488 | — | — | — | 824,488 | |||||||||||||||||||
| Stockholders’ Equity: |
||||||||||||||||||||||||
| Members’ equity |
— | 25,710 | (25,710 | ) | (k) | — | — | |||||||||||||||||
| Common stock |
79 | — | 22 | (k) | — | 101 | ||||||||||||||||||
| Additional paid-in capital |
297,579 | — | 721,942 | (k) | — | 1,019,521 | ||||||||||||||||||
| Accumulated other comprehensive loss |
(3,250 | ) | (2 | ) | 2 | (k) | — | (3,250 | ) | |||||||||||||||
| Retained earnings (accumulated deficit) |
105,521 | — | (21,280 | ) | (k) | — | 84,241 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total Stockholders’ Equity |
399,929 | 25,708 | 674,976 | — | 1,100,613 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total Liabilities, Mezzanine Equity and Stockholders’ Equity |
$ | 1,766,881 | $ | 155,219 | $ | 669,369 | $ | 871,127 | $ | 3,462,596 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial statements.
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2024
(In thousands of U.S. dollars, except share and per share amounts)
| Celsius Holdings, Inc. (As Reported) Year Ended December 31, 2024 |
Alani Nutrition LLC (Reclassified) Year Ended December 31, 2024 |
Transaction Accounting Adjustments - Acquisition |
(Note 5) | Transaction Accounting Adjustments - Financing |
(Note 5) | Pro Forma Combined |
||||||||||||||||||
| Revenue |
$ | 1,355,630 | $ | 605,384 | — | — | $ | 1,961,014 | ||||||||||||||||
| Cost of revenue |
675,423 | 354,027 | 15,109 | (a) | — | 1,044,559 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Gross profit |
680,207 | 251,357 | (15,109 | ) | — | 916,455 | ||||||||||||||||||
| Selling, general and administrative expenses |
524,479 | 179,377 | 43,480 | (b) | — | 747,336 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Income from operations |
155,728 | 71,980 | (58,589 | ) | — | 169,119 | ||||||||||||||||||
| Other income (expense): |
||||||||||||||||||||||||
| Interest income, net |
39,263 | — | — | — | 39,263 | |||||||||||||||||||
| Interest expense, net |
— | (4,882 | ) | 4,882 | (c) | (72,414 | ) | (e) | (72,414 | ) | ||||||||||||||
| Foreign exchange loss |
(1,734 | ) | — | — | — | (1,734 | ) | |||||||||||||||||
| Other income (expense) |
1,793 | (191 | ) | — | — | 1,602 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total other income (expense) |
39,322 | (5,073 | ) | 4,882 | (72,414 | ) | (33,283 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net income before provision for income taxes |
195,050 | 66,907 | (53,707 | ) | (72,414 | ) | 135,836 | |||||||||||||||||
| Provision for income taxes |
(49,976 | ) | (2,864 | ) | 13,964 | (d) | 18,828 | (f) | (20,048 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net income |
$ | 145,074 | $ | 64,043 | $ | (39,743 | ) | $ | (53,586 | ) | $ | 115,788 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Dividends on Series A convertible preferred stock |
(27,500 | ) | — | — | — | (27,500 | ) | |||||||||||||||||
| Income allocated to participating preferred stock |
(10,117 | ) | — | 2,042 | — | (8,075 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net income attributable to common stockholders |
$ | 107,457 | $ | 64,043 | $ | (37,701 | ) | $ | (53,586 | ) | $ | 80,213 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Earnings per share: |
(Note 6 | ) | ||||||||||||||||||||||
| Basic |
$ | 0.46 | $ | 0.31 | ||||||||||||||||||||
| Diluted |
$ | 0.45 | $ | 0.31 | ||||||||||||||||||||
| Weighted average shares outstanding: |
||||||||||||||||||||||||
| Basic |
233,667 | 22,451 | 256,118 | |||||||||||||||||||||
| Diluted |
237,404 | 22,451 | 259,855 | |||||||||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial statements.
3
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 – Basis of Presentation
The accompanying unaudited pro forma condensed combined financial statements and related notes are prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma financial statements have been derived from the respective audited consolidated financial statements of Alani Nu and Celsius after giving pro forma effect to the Acquisition. Celsius and Alani Nu’s historical audited consolidated financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars.
The unaudited pro forma condensed combined balance sheet, as of December 31, 2024, and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, presented herein, are based on the historical audited consolidated financial statements of Celsius and Alani Nu, and thus the following financial information was combined:
| • | The unaudited pro forma condensed combined balance sheet as of December 31, 2024, is presented as if the Acquisition had occurred on December 31, 2024, and combines the historical balance sheet of Celsius as of December 31, 2024, with the historical balance sheet of Alani Nu as of December 31, 2024. |
| • | The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, has been prepared as if the Acquisition had occurred on January 1, 2024, and combines Celsius’ historical statement of operations for the year ended December 31, 2024, with Alani Nu’s historical statement of income for the year ended December 31, 2024. |
As discussed in Note 2, certain reclassifications were made to align Celsius and Alani Nu’s financial statement presentation. Celsius has not identified all adjustments necessary to conform Alani Nu’s accounting policies to Celsius’ accounting policies. As more information becomes available, Celsius will perform a comprehensive review of Alani Nu’s accounting policies and reclassifications. As a result of the review, Celsius may identify differences between the accounting policies and reclassifications of the two companies, which, when conformed, could have a material impact on the unaudited pro forma condensed combined financial statements. Based on currently available information, Celsius has determined that no significant adjustments were necessary to conform Alani Nu’s consolidated financial statements to Celsius’ accounting policies. As a result, the unaudited pro forma condensed combined financial statements presented assume there are no differences in accounting policies. However, certain reclassification adjustments have been made to conform Alani Nu’s historical financial statement presentation to Celsius’ financial statement presentation.
The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting in accordance with ASC 805, Business Combinations, with Celsius as the accounting acquirer, using the fair value concepts defined in ASC 820, Fair Value Measurement, and based on the historical financial statements of Celsius and Alani Nu. The purchase consideration was allocated to Alani Nu’s assets acquired and liabilities assumed based upon their estimated fair values as of the Closing Date. The excess of purchase price over the fair value of assets acquired and liabilities assumed was allocated to goodwill. The unaudited pro forma condensed combined financial statements are based on preliminary estimates of the fair value of the purchase consideration and assets and liabilities acquired, which requires the use of significant assumptions. Management believes that the assumptions used for such estimates provide a reasonable basis for presenting the significant effects of the Acquisition and that the pro forma adjustments in the unaudited pro forma condensed combined financial statements give appropriate effect to the assumptions. Differences between these preliminary estimates and the final acquisition accounting may be material; therefore, the pro forma financial statements presented herein are not necessarily indicative of what the combined company’s financial condition or results of operations would have been had the Acquisition been completed on the applicable dates of these pro forma financial statements. In addition, the pro forma financial statements do not purport to project the future financial condition and results of operations of the combined company.
The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that Celsius believes are reasonable under the circumstances. There were no material transactions between Celsius and Alani Nu during the periods presented. Accordingly, adjustments to eliminate transactions between Celsius and Alani Nu have not been reflected in the unaudited pro forma condensed combined financial statements.
Note 2 - Celsius and Alani Nu Reclassification Adjustments
During the preparation of these unaudited pro forma condensed combined financial statements, Celsius’ management performed a preliminary analysis of Alani Nu’s financial information to identify differences in accounting policies as compared to those of Celsius and differences in financial statement presentation as compared to the presentation of Celsius. At the time of preparing the unaudited pro forma condensed combined financial statements, Celsius had not completed its review to identify all adjustments necessary to conform Alani Nu’s accounting policies to Celsius’ accounting policies. The adjustments below represent Celsius’ best estimates based on the information currently available to Celsius and could be subject to change once more detailed information is available. Following the Acquisition, the combined company will finalize the review of accounting policies and reclassifications, which could result in materially different amounts than those set forth in the unaudited pro forma condensed combined financial statements presented herein.
| (a) | Refer to the table below for a summary of reclassification adjustments made to present Alani Nu’s balance sheet as of December 31, 2024, to conform with that of Celsius as of December 31, 2024 (all adjustments in thousands): |
| Alani Nu | Celsius | Alani Nu Historical |
Reclassification Adjustments |
Alani Nu Historical Reclassed |
||||||||||
| Due from related parties |
$ | 28,468 | $ | (28,468 | ) | $ | — | |||||||
| Prepaid expenses and other current assets | — | 28,468 | 28,468 | |||||||||||
| Other noncurrent assets |
521 | (521 | ) | — | ||||||||||
| Trade name- net | — | 521 | 521 | |||||||||||
| Due to related parties |
1,153 | (1,153 | ) | — | ||||||||||
| Other current liabilities | — | 1,153 | 1,153 | |||||||||||
| Accrued expenses and other current liabilities |
27,561 | (27,561 | ) | — | ||||||||||
| Accrued expenses | — | 25,281 | 25,281 | |||||||||||
| Income taxes payable | — | 1,548 | 1,548 | |||||||||||
| Other current liabilities | — | 732 | 732 | |||||||||||
4
| (b) | Refer to the table below for a summary of adjustments made to present Alani Nu’s statement of operations for the year ended December 31, 2024, to conform with that of Celsius’ for the year ended December 31, 2024 (all adjustments in thousands): |
| Alani Nu | Celsius | Alani Nu Historical |
Reclassification Adjustments |
Alani Nu Historical Reclassed |
||||||||||
| Product sales |
$ | 597,602 | $ | (597,602 | ) | $ | — | |||||||
| Distributor buyout income |
7,782 | (7,782 | ) | — | ||||||||||
| Revenue | — | 605,384 | 605,384 | |||||||||||
| Management services |
73,777 | (73,777 | ) | — | ||||||||||
| Administrative and general |
55,274 | (55,274 | ) | — | ||||||||||
| Advertising and promotion |
39,634 | (39,634 | ) | — | ||||||||||
| Distributor buyout expenses |
10,692 | (10,692 | ) | — | ||||||||||
| Selling, general and administrative expenses | — | 179,377 | 179,377 | |||||||||||
| (c) | Refer to the table below for a summary of the reclassification adjustment made to present Celsius’ balance sheet as of December 31, 2024, to reflect trade name-net and customer relationship-net intangible assets separately to conform with presentation expected following application of the pro forma adjustments reflecting the Acquisition (all adjustments in thousands): |
| Celsius | Celsius (Reclassified) | Celsius Historical |
Reclassification Adjustments |
Celsius Reclassed |
||||||||||
| Intangibles-net |
$ | 12,213 | $ | (12,213 | ) | $ | — | |||||||
| Trade name- net | — | 907 | 907 | |||||||||||
| Customer relationships- net | — | 11,306 | 11,306 | |||||||||||
Note 3 – Preliminary Purchase Price Allocation
| (a) | Estimated Purchase Consideration |
The total estimated purchase consideration is as follows:
| Estimated Purchase Consideration (in thousands) |
Amount | |||
| Cash consideration (i) |
$ | 1,270,535 | ||
| Repayment of existing Alani Nu’s debt (as of December 31, 2024) (ii) |
47,459 | |||
| Estimated share consideration (iii) |
721,964 | |||
| Estimated earnout liability (iv) |
15,000 | |||
|
|
|
|||
| Preliminary fair value of purchase consideration |
$ | 2,054,958 | ||
|
|
|
|||
| (i) | This amount includes $1,253.0 million of cash consideration to sellers and $17.5 million of cash paid for reimbursement of seller transaction costs. The cash consideration to sellers is based on amounts at Closing and estimated post-closing adjustments. The cash consideration is subject to customary net working capital adjustments that have not been finalized and may result in a change to the estimated purchase consideration once final. |
| (ii) | Reflects repayment of Alani Nu’s indebtedness in connection with the closing of the Acquisition based on the aggregate amount of Alani Nu’s debt and accrued interest on its balance sheet as of December 31, 2024. The amount of Alani Nu debt actually repaid on the Closing Date was different than the amount reported in these unaudited pro forma condensed combined financial statements. |
| (iii) | Estimated preliminary fair value of share consideration is based on 22,451,224 shares of Celsius common stock issued to the Sellers multiplied by $32.16, which represents the closing share price of $35.73 on the Closing Date adjusted by a 10% discount for lack of marketability (“DLOM”) given that the shares have not been 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 uses an option pricing approach, specifically, an average-strike put option, to estimate the impact of illiquidity and time-related restrictions on the value of a share. |
| (iv) | Reflects the preliminary fair value of the earnout liability based on a probability-weighted-expected-return method scenario model. |
5
| (b) | Preliminary Estimated Purchase Consideration Allocation |
The estimated purchase consideration, as shown in the table above, has been allocated to the tangible and intangible assets acquired and liabilities assumed of Alani Nu based on their preliminary estimated fair values. As described above in Note 1, the preliminary estimates were based on the data available to the Company and may change upon completion of the final purchase price allocation. This preliminary purchase price allocation has been used to prepare the transaction accounting adjustments in the pro forma balance sheet and income statement. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations as described in more detail in the explanatory notes below. The final allocation could differ materially from the preliminary allocation used in the transaction accounting adjustments. The final allocation may include (1) changes in fair values of certain assets acquired and liabilities assumed (e.g., inventory, property, plant and equipment and leases) and (2) changes in the fair values of the trade name and customer relationships, as well as goodwill. Any change in the estimated fair value of the assets and liabilities acquired or the estimated fair value of the consideration will have a corresponding impact on the amount of goodwill recorded. A change in identifiable intangible assets will have a direct impact on the amount of amortization recorded against income in future periods. The impact of any changes in the purchase price allocation could have a material impact on the amounts presented in the unaudited pro forma condensed combined financial statements in future periods.
The following table provides a summary of the preliminary estimated purchase consideration allocation by major categories of assets acquired and liabilities assumed based on Celsius management’s preliminary estimate of their respective fair values as if the acquisition was completed on December 31, 2024:
| Estimated Purchase Consideration Allocation (In thousands) |
Amount | |||
| Preliminary purchase consideration transferred |
$ | 2,054,958 | ||
| Assets acquired: |
||||
| Current assets: |
||||
| Cash and cash equivalents |
12,055 | |||
| Accounts receivable |
40,094 | |||
| Inventories |
74,570 | |||
| Prepaid expenses and other current assets |
4,397 | |||
|
|
|
|||
| Total current assets |
$ | 131,116 | ||
| Property, plant and equipment |
10,005 | |||
| Right of use assets-operating leases |
218 | |||
| Trade name |
1,104,000 | |||
| Customer relationships |
111,000 | |||
|
|
|
|||
| Total assets acquired |
$ | 1,356,339 | ||
|
|
|
|||
| Liabilities assumed: |
||||
| Current liabilities: |
||||
| Accounts payable |
$ | 34,168 | ||
| Accrued expenses |
25,223 | |||
| Income taxes payable |
1,548 | |||
| Lease liability operating leases |
198 | |||
| Deferred revenue |
7,439 | |||
| Other current liabilities |
732 | |||
|
|
|
|||
| Total current liabilities |
$ | 69,308 | ||
| Lease liability operating leases |
12 | |||
| Deferred revenue |
11,606 | |||
| Other long term liabilities |
6,698 | |||
|
|
|
|||
| Total liabilities assumed |
$ | 87,624 | ||
|
|
|
|||
| Net assets acquired |
1,268,715 | |||
|
|
|
|||
| Goodwill |
$ | 786,243 | ||
|
|
|
|||
The preliminary estimated purchase consideration allocation above reflects a preliminary estimated goodwill of $786.2 million. Goodwill represents the excess of the estimated purchase consideration over the preliminary estimated fair values of recorded tangible and intangible assets acquired and liabilities assumed. The actual amount of goodwill to be recorded in connection with the Acquisition is subject to change once the valuations of tangible and intangible assets acquired and liabilities assumed have been completed.
6
Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial statements consist of the following:
| (in thousands) |
Preliminary Fair Value |
Estimated Useful Life | ||||||
| Trade names |
$ | 1,104,000 | Indefinite | |||||
| Customer relationships |
111,000 | 5 years | ||||||
|
|
|
|||||||
| Total |
$ | 1,215,000 | ||||||
|
|
|
|||||||
The preliminary fair value of trade name was determined based on an income-based approach (relief from royalty) and the preliminary fair value of customer relationships was determined based on a combination of an income-based approach and cost-based approach. A 10% change in the valuation of customer relationships would cause a corresponding increase or decrease in the amortization expense of approximately $2.2 million for the year ended December 31, 2024. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Acquisition may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.
Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
Acquisition Accounting Adjustments:
| (a) | The change in Cash and cash equivalents was determined as follows: |
| (in thousands) |
Amount | |||
| Cash consideration transferred and reimbursement of seller transaction costs |
$ | (1,270,535 | ) | |
| Repayment of Alani Nu’s debt and accrued interest |
(47,459 | ) | ||
|
|
|
|||
| Pro forma net adjustment to Cash and cash equivalents |
$ | (1,317,994 | ) | |
|
|
|
|||
| (b) | Reflects the purchase accounting adjustment for inventory based on the acquisition method of accounting. The preliminary fair value was determined based on the estimated selling price of the inventory, less the remaining estimated costs to sell such inventory and an estimated normal profit margin on such disposal efforts. |
| (in thousands) |
Amount | |||
| Preliminary fair value of inventory acquired |
$ | 74,570 | ||
| Elimination of Alani Nu’s historical carrying value of inventory |
(59,461 | ) | ||
|
|
|
|||
| Pro forma net adjustment to Inventories- net |
$ | 15,109 | ||
|
|
|
|||
| (c) | Elimination of Alani Nu’s related party receivables with Seller entities that did not convey as part of the Acquisition. |
| (d) | Reflects the preliminary purchase accounting adjustment for the estimated fair value of trade name acquired based on the acquisition method of accounting: |
| (in thousands) |
Amount | |||
| Preliminary fair value of trade name acquired |
$ | 1,104,000 | ||
| Elimination of Alani Nu’s historical carrying value of intangible assets |
(521 | ) | ||
|
|
|
|||
| Pro forma net adjustment to Trade name-net |
$ | 1,103,479 | ||
|
|
|
|||
| (e) | Reflects the preliminary purchase accounting adjustment for the estimated fair value of customer relationships of $111.0 million based on the acquisition method of accounting. |
| (f) | Represents the recognition of the preliminary goodwill for estimated purchase consideration in excess of the fair value of the net assets acquired. |
| (g) | The following reflects estimated transaction costs of $21.3 million incurred to consummate the Acquisition and the $0.1 million payment of accrued interest related to Alani Nu debt repaid on the Closing Date. Transaction costs consist of legal, advisory and consulting costs. |
7
| (in thousands) |
Amount | |||
| Estimated transaction costs |
$ | 21,280 | ||
| Payment of accrued interest related to Alani Nu debt repaid on the Closing Date |
(58 | ) | ||
|
|
|
|||
| Pro forma net adjustment to Accrued expenses |
$ | 21,222 | ||
|
|
|
|||
| (h) | The following table reflects the repayment of Alani Nu’s outstanding debt, resulting in the following adjustment: |
| (in thousands) |
Amount | |||
| Current portion of long-term debt |
$ | (12,101 | ) | |
| Long-term debt |
(24,973 | ) | ||
| Line of credit |
(10,300 | ) | ||
|
|
|
|||
| Pro forma net adjustment to debt |
$ | (47,374 | ) | |
|
|
|
|||
| (i) | The following table reflects the adjustment to other current liabilities resulting in the following adjustment: |
| (in thousands) |
Amount | |||
| Estimated fair value of earnout liability |
$ | 15,000 | ||
| Elimination of related party payables with Sellers |
(1,153 | ) | ||
|
|
|
|||
| Pro forma net adjustment to Other current liabilities |
$ | 13,847 | ||
|
|
|
|||
| (j) | Reflects the preliminary purchase accounting adjustment for estimated tax liabilities related to uncertain tax positions and other indirect taxes. |
| (k) | Represents the elimination of Alani Nu’s historical equity balances and the issuance of shares of Celsius common stock as share consideration to Sellers. The pro forma adjustment to stockholders’ equity consists of the following: |
| (in thousands) |
Members’ Equity |
Common Stock |
Additional Paid-in Capital |
Retained Earnings |
Accumulated Other Comprehensive Income |
|||||||||||||||
| Elimination of Alani Nu’s historical equity |
$ | (25,710 | ) | — | — | — | $ | 2 | ||||||||||||
| Estimated share consideration |
— | 22 | 721,942 | — | — | |||||||||||||||
| Estimated transaction costs |
— | — | — | (21,280 | ) | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Pro forma net adjustment to stockholders’ equity |
$ | (25,710 | ) | $ | 22 | $ | 721,942 | $ | (21,280 | ) | $ | 2 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Financing Adjustments:
| (l) | Represents the adjustment to Cash and cash equivalents for the financing transactions in conjunction with the Acquisition: |
| (in thousands) |
Amount | |||
| Proceeds from the UBS term loan facility |
$ | 900,000 | ||
| Less: Capitalized debt issuance costs and original issuance discount and fees related to the revolving facility |
(31,581 | ) | ||
|
|
|
|||
| Pro forma net adjustment to Cash and cash equivalents |
$ | 868,419 | ||
|
|
|
|||
| (m) | Reflects the $2.7 million adjustment to other long-term assets to record third-party fees related to the revolver as a deferred asset in conjunction with the Acquisition. The revolver was entered into but not drawn upon at the Closing Date. |
| (n) | Reflects the $6.8 million adjustment to current portion of long-term debt, due to the financing transactions in conjunction with the Acquisition. |
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| (o) | The adjustment to long-term debt is composed of the following items: |
| (in thousands) |
Amount | |||
| Proceeds from UBS term loan facility - non current portion |
$ | 893,250 | ||
| Less: Capitalized debt issuance costs and original issuance discount |
(28,873 | ) | ||
|
|
|
|||
| Pro forma net adjustment to Long-term debt |
$ | 864,377 | ||
|
|
|
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Note 5 –Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations
Acquisition Accounting Adjustments:
| (a) | Reflects the $15.1 million preliminary fair value adjustment to cost of revenue as the related inventory is expected to be sold within one year following the Closing Date. |
| (b) | Reflects the adjustments to selling, general and administration expenses (“SG&A”), including recognizing expense for amortization of the estimated fair value of customer relationships and estimated transaction costs. Celsius is still in the process of evaluating the fair value and useful life of the intangible assets and any resulting change in the fair value and/or useful life will have a direct impact on amortization expense. The amortization of customer relationships is calculated on a straight-line basis over a 5-year estimated useful life. |
| (in thousands) |
For the Year Ended December 31, 2024 |
|||
| Amortization expense for acquired customer relationships |
$ | 22,200 | ||
| Estimated transaction expenses |
21,280 | |||
|
|
|
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| Pro forma transaction accounting adjustment to SG&A |
$ | 43,480 | ||
|
|
|
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| (c) | Reflects the removal of Alani Nu interest expense of $4.9 million for the year ended December 31, 2024, related to Alani Nu’s indebtedness that was repaid on the Closing Date. |
| (d) | To record the income tax impact of the pro forma adjustments utilizing the statutory income tax rate of approximately 26.0% for the year ended December 31, 2024. Because the tax rates used for the pro forma condensed combined financial statements are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the Acquisition. |
Financing Adjustments:
| (e) | Reflects the interest expense and amortization of issuance costs and original issuance discount related to the financing transactions in connection with the Acquisition: |
| (in thousands) |
Principal balance | For the Year Ended December 31, 2024 |
||||||
| Interest expense related to UBS term loan facility |
$ | 900,000 | $ | (68,555 | ) | |||
| Amortization of capitalized deferred issuance costs and original issuance discount related to the UBS Term Loan |
(3,317 | ) | ||||||
| Amortization of deferred financing fees related to the revolver |
(542 | ) | ||||||
|
|
|
|||||||
| Pro forma net financing adjustment to Interest expense, net |
$ | (72,414 | ) | |||||
| (f) | To record the income tax impact of the pro forma adjustments utilizing the statutory income tax rate of approximately 26.0% for the year ended December 31, 2024. Because the tax rates used for the pro forma condensed combined financial statements are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the Acquisition. |
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Note 6 – Earnings Per Share
The following table calculates the unaudited pro forma combined basic and diluted earnings per share, which is adjusted to reflect the pro forma net income for the year ended December 31, 2024, as presented on the unaudited pro forma condensed combined statements of operations:
| (in thousands except per share amounts) |
For the Year Ended December 31, 2024 |
|||
| Numerator: |
||||
|
|
|
|||
| Pro forma combined Net income attributable to common stockholders |
$ | 80,213 | ||
|
|
|
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| Denominator – basic: |
||||
| Historical Celsius weighted average shares outstanding |
233,667 | |||
| Issuance of Celsius common stock to Sellers |
22,451 | |||
|
|
|
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| Pro forma weighted average shares - basic |
256,118 | |||
|
|
|
|||
| Pro forma net income per share - basic |
$ | 0.31 | ||
| Denominator – diluted weighted average shares: |
||||
| Historical Celsius weighted average shares outstanding |
237,404 | |||
| Issuance of Celsius common stock to Sellers |
22,451 | |||
|
|
|
|||
| Pro forma weighted average shares - diluted |
259,855 | |||
|
|
|
|||
| Pro forma net income per share - diluted |
$ | 0.31 | ||
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