Celsius Holdings, Inc 8-K/A, filed Nov 12, 2025
Celsius Holdings, Inc. (CELH)
About this 8-K/A
Celsius Holdings, Inc filed this 8-K/A on November 12, 2025, reporting on events of August 28, 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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EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Celsius Holdings, Inc., a Nevada corporation (“Celsius”), with the Securities and Exchange Commission on August 29, 2025 (the “Original Form 8-K”). The Original Form 8-K reported, among other matters, the completion of Celsius’ acquisition of certain assets, and assumption of certain liabilities, comprising the Rockstar Energy brand in the U.S. and Canada (“Rockstar” and the acquisition thereof, the “Rockstar Acquisition”).
This Amendment amends the Original Form 8-K solely to include the consolidated financial statements of Rockstar 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 Rockstar 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 Rockstar 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 abbreviated financial statements of Rockstar Energy Drink Assets in the United States and Canada as of and for the years ended December 28, 2024 and December 30, 2023 are filed herewith as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference. The unaudited interim abbreviated financial statements of Rockstar Energy Drink Assets in the United States and Canada as of June 14, 2025 and December 28, 2024 and for the 24 weeks ended June 14, 2025 and June 15, 2024 are filed herewith as Exhibit 99.2 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 and for the six months ended June 30, 2025 are filed herewith as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.
| (d) | Exhibits |
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: November 12, 2025 | By: | /s/ Jarrod Langhans | ||||
| Jarrod Langhans, Chief Financial Officer | ||||||
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statements on Form S-3 (Nos. 333-279461 and 333-248875) and on Form S-8 (Nos. 333-216029, 333-161356, 333-287652, and 333-287653) of Celsius Holdings, Inc. of our report dated October 31, 2025, with respect to the abbreviated financial statements of Rockstar Energy Drink Assets in the United States and Canada, which report appears in the Form 8-K/A of Celsius Holdings, Inc. dated November 12, 2025.
/s/ KPMG LLP
New York, New York
November 12, 2025
Exhibit 99.1
Rockstar Energy Drink Assets in the United States and Canada
Abbreviated Financial Statements
As of and for the fiscal years ended December 28, 2024 and December 30, 2023
Table of Contents
| Page No. | ||||
| Independent Auditors’ Report |
2 | |||
| Statement of Revenue and Direct Expenses |
4 | |||
| Statement of Assets Acquired |
5 | |||
| Notes to Abbreviated Financial Statements |
||||
| Note 1 – Basis of Presentation |
6 | |||
| Note 2 – Significant Accounting Policies |
7 | |||
| Note 3 – Indefinite-Lived Intangible Asset |
9 | |||
| Note 4 – Related Party Transactions |
9 | |||
| Note 5 – Subsequent Events |
9 | |||
1
Independent Auditors’ Report
The Board of Directors
PepsiCo, Inc.:
Report on the Audit of the Abbreviated Financial Statements
Opinion
We have audited the abbreviated financial statements of Rockstar Energy Drink Assets in the United States and Canada (“the Company”), which comprise the statement of assets acquired as of December 28, 2024 and December 30, 2023, and the related statement of revenue and direct expenses for the fiscal years then ended, and the related notes (“the abbreviated financial statements”).
In our opinion, the accompanying abbreviated financial statements present fairly, in all material respects, the assets acquired as of December 28, 2024 and December 30, 2023, and the revenue and direct expenses for the fiscal years then ended in accordance with U.S. generally accepted accounting principles.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Abbreviated 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.
Basis of Presentation
We draw attention to Note 1 to the abbreviated financial statements, which describes that the accompanying abbreviated financial statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of the Company’s financial position, revenues and expenses. As a result, the abbreviated financial statements may not be suitable for another purpose. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Abbreviated Financial Statements
Management is responsible for the preparation and fair presentation of the abbreviated financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of abbreviated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the abbreviated 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 for one year after the date that the abbreviated financial statements are available to be issued.
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Auditors’ Responsibilities for the Audit of the Abbreviated Financial Statements
Our objectives are to obtain reasonable assurance about whether the abbreviated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 GAAS 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 abbreviated financial statements.
In performing an audit in accordance with GAAS, we:
| • | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| • | Identify and assess the risks of material misstatement of the abbreviated 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 abbreviated 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 abbreviated 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 audit.
/s/ KPMG LLP
New York, New York
October 31, 2025
3
Statement of Revenue and Direct Expenses
Rockstar Energy Drink Assets in the United States and Canada
Fiscal years ended December 28, 2024 and December 30, 2023
(in millions)
| 2024 | 2023 | |||||||
| Net Revenue |
$ | 373 | $ | 380 | ||||
| Direct Expenses: |
||||||||
| Cost of sales |
197 | 222 | ||||||
| Selling, general and administrative expenses |
118 | 140 | ||||||
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| Net Revenue less Direct Expenses |
$ | 58 | $ | 18 | ||||
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See accompanying notes to the abbreviated financial statements.
4
Statement of Assets Acquired
Rockstar Energy Drink Assets in the United States and Canada
December 28, 2024 and December 30, 2023
(in millions)
| 2024 | 2023 | |||||||
| ASSETS ACQUIRED |
||||||||
| Current Assets |
||||||||
| Inventories: |
||||||||
| Raw materials and packaging |
$ | 5 | $ | 10 | ||||
| Finished goods |
6 | 11 | ||||||
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| Total Current Assets |
11 | 21 | ||||||
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| Property, plant and equipment |
15 | 16 | ||||||
| Accumulated depreciation |
(8 | ) | (8 | ) | ||||
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| Property, Plant and Equipment, net |
7 | 8 | ||||||
| Indefinite-Lived Intangible Asset |
2,076 | 2,076 | ||||||
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| Total Assets Acquired |
$ | 2,094 | $ | 2,105 | ||||
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See accompanying notes to the abbreviated financial statements.
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Notes to Abbreviated Financial Statements
Note 1 — Basis of Presentation
Background
On August 28, 2025, PepsiCo, Inc. (PepsiCo or Parent) entered into a transaction agreement (Agreement) with Celsius Holdings, Inc. (Celsius), pursuant to which Celsius acquired, as of the same date, certain Rockstar energy drink assets in the United States (U.S.) and Canada (Rockstar), comprised of the Rockstar brand, inventories at third-party manufacturing sites, equipment at third-party manufacturing sites and Rockstar-branded coolers. Prior to the closing of the transaction on August 28, 2025, PepsiCo and certain of its subsidiaries, through its or their operations, contract manufacturers and other third parties, either independently or in conjunction with third parties, made, marketed, distributed and sold Rockstar energy drink finished goods in the U.S. and Canada. After the closing of the transaction, PepsiCo will continue to distribute Rockstar in most distribution channels in the U.S. and Canada as part of the Agreement.
Basis of Presentation
The accompanying abbreviated financial statements (Financial Statements) have been prepared to be included in a Securities and Exchange Commission form to be filed by Celsius, in accordance with the requirements for abbreviated financial statements set forth in Rule 3-05(e) of Regulation S-X. These Financial Statements have been prepared on the accrual basis of accounting.
The Statement of Assets Acquired includes only the Rockstar assets acquired by Celsius pursuant to the Agreement. Outside of brand, inventories at third-party manufacturing sites, equipment at third-party manufacturing sites and Rockstar-branded coolers, no other assets were acquired by Celsius; no liabilities were assumed by Celsius.
The Statement of Revenue and Direct Expenses presents only direct revenues and expenses attributable to Rockstar, including a reasonable allocation of certain direct expenses as these expenses were not previously recorded or monitored in an isolated manner. For the U.S., revenue and direct expenses encompass manufacturing and marketing Rockstar finished goods, as well as selling to the direct-store-delivery distribution function of PBNA in both U.S. and Canada, PepsiCo franchise bottlers, third-party customers served through customer warehouses and club and e-commerce channel customers. For Canada, revenue and direct expenses encompass manufacturing and marketing Rockstar finished goods in Canada, as well as distributing and selling those finished goods to all third-party customers including those served through direct-store-delivery.
It is impracticable to prepare complete financial statements related to Rockstar, as Rockstar was not a separate legal entity and was never operated as a stand-alone business, operating segment, division or subsidiary by PepsiCo. PepsiCo has never prepared full stand-alone or full carve-out financial statements for Rockstar and has never maintained distinct and separate accounts necessary to prepare such financial statements. As such, these Financial Statements, prepared in accordance with Rule 3-05(e) of Regulation S-X, are based on the Agreement and are not intended to be a complete presentation of the financial condition and results of operations of Rockstar in conformity with U.S. Generally Accepted Accounting Principles (GAAP).
Historically, Rockstar has operated and reported its results as part of the PepsiCo Beverages North America (PBNA) segment of PepsiCo. The Financial Statements are derived from the historical accounting records of PBNA, which are maintained in accordance with GAAP. The Financial Statements are not necessarily indicative of the results of operations that would have occurred or may occur in the future if Rockstar had been a stand-alone business, operating segment, division or subsidiary, due to the omission of certain operating expenses as described below. Certain expenses, such as corporate and administrative, are not tracked or monitored in a manner that would enable the development of full financial statements. These costs include, but are not limited to, interest income or expense and income taxes, as well as general overhead costs, such as costs related to corporate human resources, accounting, legal and other administrative services. As such, only costs directly related to the revenue-generating activities of Rockstar are included in these Financial Statements as permitted by Rule 3-05 of Regulation S-X.
6
In addition, because Rockstar historically has been managed as part of the operations of PepsiCo, information about Rockstar’s operating, investing and financing cash flows is not available. Therefore, statements of cash flows are not presented in these Financial Statements.
Furthermore, the preparation of the Financial Statements required management to make certain estimates and assumptions that affect reported amounts of assets, revenues and expenses. Estimates used in preparing these Financial Statements include, among other items, sales incentives costs and valuation of the intangible asset. As future events and their effect cannot be determined with precision, actual results could differ significantly from those estimates.
Raw materials, direct labor and plant overhead, as well as purchasing and receiving costs, costs directly related to production planning, inspection costs and raw materials handling facilities, are included in cost of sales. The costs of moving, storing and delivering finished product are included in selling, general and administrative expenses.
The fiscal year for these Financial Statements ends on the last Saturday of each December. Fiscal years ended December 28, 2024 and December 30, 2023 each consisted of 52 weeks. When used in this report, the term “we” means Rockstar. Tabular dollars are presented in millions.
Note 2 — Significant Accounting Policies
Revenue Recognition
Rockstar recognizes revenue when the performance obligation is satisfied. Rockstar’s primary performance obligation (the sales and distribution of beverage products) is satisfied upon delivery of products to customers, which is also when control is transferred. In addition, Rockstar excludes from net revenue all sales, use, value-added and certain excise taxes assessed by government authorities on revenue producing transactions.
In the U.S., revenue reflects sales to the direct-store-delivery distribution function of PBNA in both U.S. and Canada, PepsiCo franchise bottlers, third-party customers served through customer warehouses and club and e-commerce channel customers. Net revenue in the U.S. was $324 million and $333 million for the years ended December 28, 2024 and December 30, 2023, respectively. For Canada, revenue reflects sales of finished goods manufactured in Canada to all third-party customers including those served through direct-store-delivery as there is no intracompany transaction reflecting sales of finished goods to the distribution function. Net revenue in Canada was $49 million and $47 million for the years ended December 28, 2024 and December 30, 2023, respectively. The transfer of control of products to customers is typically based on written sales terms that generally do not allow for a right of return, except in the instance of a product recall or other limited circumstances that may allow for product returns.
Products are sold for cash or on credit terms. Credit terms, which are established in accordance with local and industry practices, typically require payment generally within 30 days of delivery and may allow discounts for early payment.
Total Marketplace Spending
Rockstar offers sales incentives and discounts through various programs to customers and consumers. Total marketplace spending includes sales incentives, discounts, advertising and other marketing activities. Sales incentives and discounts are primarily accounted for as a reduction of revenue and include payments to customers for performing activities on Rockstar’s behalf, such as payments for in-store displays, payments to gain distribution of new products, payments for shelf space and discounts to promote lower retail prices. Sales incentives and discounts also include support provided to the direct-store-delivery distribution function of PBNA and PepsiCo franchise bottlers through funding of advertising and other marketing activities.
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A number of sales incentives, such as bottler funding and customer volume rebates, are based on annual targets, and accruals are established during the year, as products are delivered, for the expected payout, which may occur after year end once reconciled and settled. These accruals are based on contract terms and historical experience with similar programs and require management judgment with respect to estimating customer and consumer participation and performance levels. Differences between estimated expense and actual incentive costs are normally insignificant and are recognized in earnings in the period such differences are determined. In addition, certain advertising and marketing costs are also based on annual targets and recognized during the year as incurred.
Advertising and other marketing activities are reported as selling, general and administrative expenses and were $60 million and $67 million, including advertising expenses of $32 million and $38 million, for the years ended December 28, 2024 and December 30, 2023, respectively.
Selling and Distribution Costs
Selling and distribution costs, including the costs of shipping and handling and warehousing activities, are reported as selling, general and administrative expenses and were $47 million and $59 million for the years ended December 28, 2024 and December 30, 2023, respectively.
Research and Development
We engaged in a variety of research and development activities to accelerate growth and drive innovation. Research and development costs are reported as selling, general and administrative expenses and were $1 million and $2 million for the years ended December 28, 2024 and December 30, 2023, respectively.
Indefinite-Lived Intangible Asset
An indefinite-lived intangible asset is not amortized and is assessed for impairment at least annually, using either a qualitative or quantitative approach. This annual assessment is performed during the third quarter, or more frequently if circumstances indicate that the carrying value may not be recoverable. Where we use the qualitative assessment, first we determine if, based on qualitative factors, it is more likely than not that an impairment exists. Factors considered include macroeconomic conditions (including those related to volatile geopolitical conditions and a high interest rate and inflationary cost environment), industry and competitive conditions, legal and regulatory environment, historical financial performance and significant changes in the brand. If the qualitative assessment indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed.
In the quantitative assessment for an indefinite-lived intangible asset, an assessment is performed to determine the fair value of the indefinite-lived intangible asset. Estimated fair value is determined using discounted cash flows and requires an analysis of several estimates including future cash flows or income consistent with management’s strategic business plans, annual sales growth rates, perpetuity growth assumptions and the selection of assumptions underlying a discount rate (weighted-average cost of capital) based on market data available at the time. Significant management judgment is necessary to estimate the impact of competitive operating, macroeconomic and other factors (including those related to volatile geopolitical conditions and a high interest rate and inflationary cost environment) to estimate future levels of sales, operating profit or cash flows. All assumptions used in the impairment evaluations, such as forecasted growth rates (including perpetuity growth assumptions) and weighted-average cost of capital, are based on the best available market information and are consistent with internal forecasts and operating plans. A deterioration in these assumptions could adversely impact results.
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See Note 3 for further information.
Property, Plant and Equipment
Property, plant and equipment is recorded at historical cost. Depreciation is recognized on a straight-line basis over an asset’s estimated useful life. Property, plant and equipment recognized in the Financial Statements relates exclusively to Rockstar operations and Rockstar is the sole user of the assets. The property, plant and equipment consist entirely of machinery and equipment with a useful life of 7-15 years. Depreciation expense was $1 million for each of the years ended December 28, 2024 and December 30, 2023. Depreciation expense is reported within cost of sales and selling, general and administrative expenses in the Statement of Revenue and Direct Expenses.
Inventories
Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method.
Foreign Exchange
The activities of Rockstar operations in Canada are accounted for in local currency. The assets of these operations are translated into U.S. dollars at the applicable period-end exchange rate. Revenue and direct operating expense accounts are translated into U.S. dollars using the average exchange rates prevailing during the applicable period.
Note 3 — Indefinite-Lived Intangible Asset
The carrying value for the indefinite-lived intangible asset of the Rockstar brand in the U.S. and Canada is $2,076 million as of December 28, 2024 and December 30, 2023. Rockstar did not recognize any impairment charges for the Rockstar brand in each of the years ended December 28, 2024 and December 30, 2023. For further information on the indefinite-lived intangible asset, see Note 2 and Note 5.
Note 4 — Related Party Transactions
Rockstar has been managed and operated in the normal course of business with other assets and brands of the Parent. Throughout the period covered by the Financial Statements, Rockstar manufactured finished goods for sale to PBNA’s direct-store-delivery distribution function. Accordingly, sales to the Parent have been reflected within the Statement of Revenue and Direct Expenses. PBNA’s direct-store-delivery distribution function then distributes Rockstar to third-party customers. Such sales of finished goods to the Parent are recognized based on a price per unit that is established annually, subject to in-year adjustments for certain market conditions, and varies based on the type of product sold. Related party sales to the Parent were $236 million and $245 million for the years ended December 28, 2024 and December 30, 2023, respectively.
Note 5 — Subsequent Events
Management has evaluated subsequent events through October 31, 2025, the date on which the Financial Statements were issued. Through August 28, 2025, recent business performance of Rockstar, in conjunction with lower expectations of future business performance compared to projections, as well as the transaction described in Note 1, indicated a deterioration of the significant inputs used to determine the fair value of the indefinite-lived intangible asset and required quantitative assessments of impairment. The fair value of the indefinite-lived intangible asset was estimated using discounted cash flows under the income approach, which is considered to be a Level 3 (significant unobservable inputs) measurement, and reflected the most current estimates of future sales and their contributions to operating profit and expected future cash flows (including perpetuity growth assumptions), as well as an increase in the weighted-average cost of capital. As a result of the quantitative assessments, a pre-tax impairment charge of $1,539 million was recognized.
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Exhibit 99.2
Rockstar Energy Drink Assets in the United States and Canada
Interim Abbreviated Financial Statements
As of June 14, 2025 and December 28, 2024 and
for the 24 weeks ended June 14, 2025 and June 15, 2024
Table of Contents
| Page No. | ||||
| Statement of Revenue and Direct Expenses |
2 | |||
| Statement of Assets Acquired |
3 | |||
| Notes to Interim Abbreviated Financial Statements |
||||
| Note 1 – Basis of Presentation |
4 | |||
| Note 2 – Significant Accounting Policies |
5 | |||
| Note 3 – Indefinite-Lived Intangible Asset |
7 | |||
| Note 4 – Related Party Transactions |
7 | |||
| Note 5 – Subsequent Events |
8 | |||
1
Statement of Revenue and Direct Expenses
Rockstar Energy Drink Assets in the United States and Canada
For the 24 weeks ended June 14, 2025 and June 15, 2024
(in millions, unaudited)
| 24 Weeks Ended | ||||||||
| 6/14/2025 | 6/15/2024 | |||||||
| Net Revenue |
$ | 172 | $ | 182 | ||||
| Direct Expenses: |
||||||||
| Cost of sales |
93 | 92 | ||||||
| Selling, general and administrative expenses |
41 | 56 | ||||||
| Impairment of intangible asset |
1,529 | — | ||||||
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| Net Revenue less Direct Expenses |
$ | (1,491 | ) | $ | 34 | |||
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See accompanying notes to the interim abbreviated financial statements.
2
Statement of Assets Acquired
Rockstar Energy Drink Assets in the United States and Canada
June 14, 2025 and December 28, 2024
(in millions)
| (Unaudited) | ||||||||
| 6/14/2025 | 12/28/2024 | |||||||
| ASSETS ACQUIRED |
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| Current Assets |
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| Inventories: |
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| Raw materials and packaging |
$ | 6 | $ | 5 | ||||
| Finished goods |
2 | 6 | ||||||
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| Total Current Assets |
8 | 11 | ||||||
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| Property, plant and equipment |
15 | 15 | ||||||
| Accumulated depreciation |
(8 | ) | (8 | ) | ||||
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| Property, Plant and Equipment, net |
7 | 7 | ||||||
| Indefinite-Lived Intangible Asset |
547 | 2,076 | ||||||
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| Total Assets Acquired |
$ | 562 | $ | 2,094 | ||||
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See accompanying notes to the interim abbreviated financial statements.
3
Notes to Interim Abbreviated Financial Statements
Note 1 — Basis of Presentation
Background
On August 28, 2025, PepsiCo, Inc. (PepsiCo or Parent) entered into a transaction agreement (Agreement) with Celsius Holdings, Inc. (Celsius), pursuant to which Celsius acquired, as of the same date, certain Rockstar energy drink assets in the United States (U.S.) and Canada (Rockstar), comprised of the Rockstar brand, inventories at third-party manufacturing sites, equipment at third-party manufacturing sites and Rockstar-branded coolers. Prior to the closing of the transaction on August 28, 2025, PepsiCo and certain of its subsidiaries, through its or their operations, contract manufacturers and other third parties, either independently or in conjunction with third parties, made, marketed, distributed and sold Rockstar energy drink finished goods in the U.S. and Canada. After the closing of the transaction, PepsiCo will continue to distribute Rockstar in most distribution channels in the U.S. and Canada as part of the Agreement.
Basis of Presentation
The accompanying unaudited interim abbreviated financial statements (Financial Statements) have been prepared to be included in a Securities and Exchange Commission form to be filed by Celsius, in accordance with the requirements for abbreviated financial statements set forth in Rule 3-05(e) of Regulation S-X. These Financial Statements have been prepared on the accrual basis of accounting.
The Statement of Assets Acquired includes only the Rockstar assets acquired by Celsius pursuant to the Agreement. Outside of brand, inventories at third-party manufacturing sites, equipment at third-party manufacturing sites and Rockstar-branded coolers, no other assets were acquired by Celsius; no liabilities were assumed by Celsius.
The Statement of Revenue and Direct Expenses presents only direct revenues and expenses attributable to Rockstar, including a reasonable allocation of certain direct expenses as these expenses were not previously recorded or monitored in an isolated manner. For the U.S., revenue and direct expenses encompass manufacturing and marketing Rockstar finished goods, as well as selling to the direct-store-delivery distribution function of PBNA in both U.S. and Canada, PepsiCo franchise bottlers, third-party customers served through customer warehouses and club and e-commerce channel customers. For Canada, revenue and direct expenses encompass manufacturing and marketing Rockstar finished goods in Canada, as well as distributing and selling those finished goods to all third-party customers including those served through direct-store-delivery.
It is impracticable to prepare complete financial statements related to Rockstar, as Rockstar was not a separate legal entity and was never operated as a stand-alone business, operating segment, division or subsidiary by PepsiCo. PepsiCo has never prepared full stand-alone or full carve-out financial statements for Rockstar and has never maintained distinct and separate accounts necessary to prepare such financial statements. As such, these Financial Statements, prepared in accordance with Rule 3-05(e) of Regulation S-X, are based on the Agreement and are not intended to be a complete presentation of the financial condition and results of operations of Rockstar in conformity with U.S. Generally Accepted Accounting Principles (GAAP).
Historically, Rockstar has operated and reported its results as part of the PepsiCo Beverages North America (PBNA) segment of PepsiCo. The Financial Statements are derived from the historical accounting records of PBNA, which are maintained in accordance with GAAP. The Financial Statements are not necessarily indicative of the results of operations that would have occurred or may occur in the future if Rockstar had been a stand-alone business, operating segment, division or subsidiary, due to the omission of certain operating expenses as described below. Certain expenses, such as corporate and administrative, are not tracked or monitored in a manner that would enable the development of full financial statements. These costs include, but are not limited to, interest income or expense and income
4
taxes, as well as general overhead costs, such as costs related to corporate human resources, accounting, legal and other administrative services. As such, only costs directly related to the revenue-generating activities of Rockstar are included in these Financial Statements as permitted by Rule 3-05 of Regulation S-X.
In addition, because Rockstar historically has been managed as part of the operations of PepsiCo, information about Rockstar’s operating, investing and financing cash flows is not available. Therefore, statements of cash flows are not presented in these Financial Statements.
Furthermore, the preparation of the Financial Statements required management to make certain estimates and assumptions that affect reported amounts of assets, revenues and expenses. Estimates used in preparing these Financial Statements include, among other items, sales incentives costs and valuation of the intangible asset. As future events and their effect cannot be determined with precision, actual results could differ significantly from those estimates.
Raw materials, direct labor and plant overhead, as well as purchasing and receiving costs, costs directly related to production planning, inspection costs and raw materials handling facilities, are included in cost of sales. The costs of moving, storing and delivering finished product are included in selling, general and administrative expenses.
Rockstar’s results are reported on a weekly calendar basis and its interim periods ended June 14, 2025 and June 15, 2024 each consisted of 24 weeks. When used in this report, the term “we” means Rockstar. Tabular dollars are presented in millions.
Note 2 — Significant Accounting Policies
Revenue Recognition
Rockstar recognizes revenue when the performance obligation is satisfied. Rockstar’s primary performance obligation (the sales and distribution of beverage products) is satisfied upon delivery of products to customers, which is also when control is transferred. In addition, Rockstar excludes from net revenue all sales, use, value-added and certain excise taxes assessed by government authorities on revenue producing transactions.
In the U.S., revenue reflects sales to the direct-store-delivery distribution function of PBNA in both U.S. and Canada, PepsiCo franchise bottlers, third-party customers served through customer warehouses and club and e-commerce channel customers. Net revenue in the U.S. was $148 million and $159 million for the 24 weeks ended June 14, 2025 and June 15, 2024, respectively. For Canada, revenue reflects sales of finished goods manufactured in Canada to all third-party customers including those served through direct-store-delivery as there is no intracompany transaction reflecting sales of finished goods to the distribution function. Net revenue in Canada was $24 million and $23 million for the 24 weeks ended June 14, 2025 and June 15, 2024, respectively. The transfer of control of products to customers is typically based on written sales terms that generally do not allow for a right of return, except in the instance of a product recall or other limited circumstances that may allow for product returns.
Products are sold for cash or on credit terms. Credit terms, which are established in accordance with local and industry practices, typically require payment generally within 30 days of delivery and may allow discounts for early payment.
Total Marketplace Spending
Rockstar offers sales incentives and discounts through various programs to customers and consumers. Total marketplace spending includes sales incentives, discounts, advertising and other marketing activities. Sales incentives and discounts are primarily accounted for as a reduction of revenue and include payments to customers for performing activities on Rockstar’s behalf, such as payments for in-store
5
displays, payments to gain distribution of new products, payments for shelf space and discounts to promote lower retail prices. Sales incentives and discounts also include support provided to the direct-store-delivery distribution function of PBNA and PepsiCo franchise bottlers through funding of advertising and other marketing activities.
A number of sales incentives, such as bottler funding and customer volume rebates, are based on annual targets, and accruals are established during the year, as products are delivered, for the expected payout, which may occur after year end once reconciled and settled. These accruals are based on contract terms and historical experience with similar programs and require management judgment with respect to estimating customer and consumer participation and performance levels. Differences between estimated expense and actual incentive costs are normally insignificant and are recognized in earnings in the period such differences are determined. In addition, certain advertising and marketing costs are also based on annual targets and recognized during the year as incurred.
For interim reporting, the policy is to allocate forecasted full-year sales incentives to each of the interim reporting periods in the same year that benefits from the programs. The allocation methodology is based on forecasted sales incentives for the full year and the proportion of each interim period’s actual volume to forecasted annual volume. Based on a review of the forecasts at each interim period, any changes in estimates and the related allocation of sales incentives are recognized beginning in the interim period that they are identified. In addition, a similar allocation methodology for interim reporting purposes is applicable for certain advertising and other marketing activities.
Advertising and other marketing activities are reported as selling, general and administrative expenses and were $15 million and $27 million for the 24 weeks ended June 14, 2025 and June 15, 2024, respectively.
Selling and Distribution Costs
Selling and distribution costs, including the costs of shipping and handling and warehousing activities, are reported as selling, general and administrative expenses and were $22 million and $24 million for the 24 weeks ended June 14, 2025 and June 15, 2024, respectively.
Indefinite-Lived Intangible Asset
An indefinite-lived intangible asset is not amortized and is assessed for impairment at least annually, using either a qualitative or quantitative approach. This annual assessment is performed during the third quarter, or more frequently if circumstances indicate that the carrying value may not be recoverable. Where we use the qualitative assessment, first we determine if, based on qualitative factors, it is more likely than not that an impairment exists. Factors considered include macroeconomic conditions (including those related to volatile geopolitical conditions and a high interest rate and inflationary cost environment), industry and competitive conditions, legal and regulatory environment, historical financial performance and significant changes in the brand. If the qualitative assessment indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed.
In the quantitative assessment for an indefinite-lived intangible asset, an assessment is performed to determine the fair value of the indefinite-lived intangible asset. Estimated fair value is determined using discounted cash flows and requires an analysis of several estimates including future cash flows or income consistent with management’s strategic business plans, annual sales growth rates, perpetuity growth assumptions and the selection of assumptions underlying a discount rate (weighted-average cost of capital) based on market data available at the time. Significant management judgment is necessary to estimate the impact of competitive operating, macroeconomic and other factors (including those related to volatile geopolitical conditions and a high interest rate and inflationary cost environment) to estimate future levels of sales, operating profit or cash flows. All assumptions used in the impairment evaluations, such as forecasted growth rates (including perpetuity growth assumptions) and weighted-average cost of capital, are based on the best available market information and are consistent with internal forecasts and operating plans. A deterioration in these assumptions could adversely impact results.
6
See Note 3 for further information.
Property, Plant and Equipment
Property, plant and equipment is recorded at historical cost. Depreciation is recognized on a straight-line basis over an asset’s estimated useful life. Property, plant and equipment recognized in the Financial Statements relates exclusively to Rockstar operations and Rockstar is the sole user of the assets. The property, plant and equipment consist entirely of machinery and equipment with a useful life of 7-15 years. Depreciation expense was $1 million for each of the 24 weeks ended June 14, 2025 and June 15, 2024. Depreciation expense is reported within cost of sales and selling, general and administrative expenses in the Statement of Revenue and Direct Expenses.
Inventories
Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method.
Foreign Exchange
The activities of Rockstar operations in Canada are accounted for in local currency. The assets of these operations are translated into U.S. dollars at the applicable period-end exchange rate. Revenue and direct operating expense accounts are translated into U.S. dollars using the average exchange rates prevailing during the applicable period.
Note 3 — Indefinite-Lived Intangible Asset
The carrying value for the indefinite-lived intangible asset of the Rockstar brand in the U.S. and Canada is $547 million as of June 14, 2025 and $2,076 million as of December 28. 2024. During the 24 weeks ended June 14, 2025, recent business performance of Rockstar, in conjunction with lower expectations of future business performance compared to projections, as well as the possibility of the transaction described in Note 1, indicated a deterioration of the significant inputs used to determine the fair value of the indefinite-lived intangible asset and required a quantitative assessment of impairment. The fair value of the indefinite-lived intangible asset was estimated using discounted cash flows under the income approach, which is considered to be a Level 3 (significant unobservable inputs) measurement, and reflected the most current estimates of future sales and their contributions to operating profit and expected future cash flows (including perpetuity growth assumptions), as well as an increase in the weighted-average cost of capital. As a result of the quantitative assessment, a pre-tax impairment charge of $1,529 million was recognized for the 24 weeks ended June 14, 2025. For further information on the indefinite-lived intangible asset, see Note 2 and Note 5.
Note 4 — Related Party Transactions
Rockstar has been managed and operated in the normal course of business with other assets and brands of the Parent. Throughout the period covered by the Financial Statements, Rockstar manufactured finished goods for sale to PBNA’s direct-store-delivery distribution function. Accordingly, sales to the Parent have been reflected within the Statement of Revenue and Direct Expenses. PBNA’s direct-store-delivery distribution function then distributes Rockstar to third-party customers. Such sales of finished goods to the Parent are recognized based on a price per unit that is established annually, subject to in-year adjustments for certain market conditions, and varies based on the type of product sold. Related party sales to the Parent were $105 million and $117 million for the 24 weeks ended June 14, 2025 and June 15, 2024, respectively.
7
Note 5 — Subsequent Events
Management has evaluated subsequent events through October 31, 2025, the date on which the Financial Statements were issued. On August 28, 2025, a pre-tax impairment charge of $10 million was recognized related to the Rockstar brand, as a result of the close of the transaction described in Note 1.
8
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements and related notes have been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the following transactions:
Rockstar Acquisition:
On August 28, 2025 (the “Rockstar Closing Date”), Celsius Holdings, Inc., a Nevada corporation (“Celsius” or the “Company”), entered into a series of new and amended agreements with PepsiCo, Inc., a North Carolina corporation (“Pepsi”), pursuant to which (i) the Company acquired certain assets, and assumed certain liabilities, comprising the Rockstar Energy brand in the U.S. and Canada, including certain related property, plant and equipment, inventory, customer relationships and marketing employees (“Rockstar” and the “Rockstar Acquisition”), (ii) Pepsi became the primary distributor of Alani Nu and Rockstar Energy brand products in the United States (excluding Puerto Rico and the U.S. Virgin Island), and Canada, and (iii) the Company and Pepsi enhanced their existing long-term commercial arrangement, pursuant to which, among other things, Pepsi is required to use commercially reasonable efforts to sell and distribute the Company’s products (the “Captaincy”). The Rockstar Acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations (“ASC 805”) and other components of the transactions with Pepsi were accounted for under ASC Topic 606, Revenue from Contracts with Customers.
On the Rockstar Closing Date, the Company entered into a securities purchase agreement with Pepsi. Under this agreement, the Company issued 390,000 shares of newly created Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”). Concurrently, the Company amended the redemption and conversion rights of the 1,466,666 outstanding shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”) previously issued to Pepsi on August 1, 2022. This amendment aligned the terms of the Series A Preferred Stock, including the redemption period, with those of the newly issued Series B Preferred Stock.
Only the Rockstar Acquisition accounted for under ASC 805, and issuance of the Series B Preferred Stock, is considered herein for purposes of preparing the unaudited pro forma condensed combined financial statements, unless otherwise noted.
Alani Nu Acquisition and Financing Transactions:
On February 20, 2025, the Company 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 revenue of Alani Nu’s products meet or exceed an agreed upon target for calendar year 2025. On April 1, 2025 (the “Alani Closing Date”), the Company completed the acquisition of Alani Nu (the “Alani Acquisition”). The actual purchase consideration at the Alani 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 Alani Closing Date, Celsius and certain subsidiaries of Celsius, 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 Alani 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 Alani Closing Date.
The Rockstar Acquisition and Alani Acquisition together are referred to as the “Acquisitions”.
The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025, and year ended December 31, 2024, gives effect to the Acquisitions as if they had been completed on January 1, 2024, which was the first day of Celsius’ fiscal year ended December 31, 2024. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025, combines the unaudited condensed consolidated statement of operations of Celsius for the six months ended June 30, 2025, the unaudited condensed consolidated statement of income of Alani Nu for the three months ended March 31, 2025, and the unaudited statement of revenue and direct expenses of Rockstar for the 24 weeks ended June 14, 2025.
Because Alani Nu was acquired on April 1, 2025, Alani Nu’s results from April 1, 2025, through June 30, 2025, are included in the unaudited condensed consolidated statement of operations of Celsius for the six months ended June 30, 2025. The unaudited condensed consolidated statement of income of Alani Nu for the for the three months ended March 31, 2025, have been prepared solely for the purpose of these unaudited pro forma condensed combined financial statements and in a manner consistent with the accounting policies applied by Alani Nu in its historical financial statements for the fiscal year ended December 31, 2024.
The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2024, combines the audited consolidated statement of operations of Celsius for the fiscal year ended December 31, 2024, the audited consolidated statement of income of Alani Nu for the fiscal year ended December 31, 2024, and the audited statement of revenue and direct expenses of Rockstar for the fiscal year ended December 28, 2024.
No unaudited pro forma condensed combined balance sheet is presented herein because the Acquisitions are already reflected in the Company’s most recent condensed consolidated balance sheet as of September 30, 2025, which the Company previously filed with the Securities and Exchange Commission in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and should be read in conjunction with these unaudited pro forma condensed combined financial statements. While the fiscal period end dates for Rockstar (year ended December 28, 2024, and 24 weeks ended June 14, 2025) differ from Celsius’ fiscal period end dates (December 31, 2024 and June 30, 2025), the financial statement periods for Rockstar differ by less than one quarter from those of Celsius; therefore, no adjustment has been made to conform the period ends.
The financial statements of Rockstar, upon which the following unaudited pro forma combined statement of operations has been prepared, have been prepared in accordance with the requirements for abbreviated financial statements set forth in Rule 3-05(e) of Regulation S-X. Because Rockstar was not operated as a separate legal entity or stand-alone business within Pepsi, such abbreviated financial statements are not necessarily indicative of the results of operations that would have occurred or may occur in the future had Rockstar been operated as a stand-alone business. Accordingly, such abbreviated financial statements are not necessarily a complete presentation of the financial position or results of operations of Rockstar on a stand-alone basis. Therefore, as permitted by Rule 3-05 of Regulation S-X, the statements of revenue and direct expenses presents only direct revenues and expenses attributable to Rockstar, including a reasonable allocation of certain direct expenses, as these expenses were not previously recorded or monitored in an isolated manner.
1
The historical financial statements of Celsius, Alani Nu, and Rockstar have been adjusted in the accompanying unaudited pro forma condensed combined financial statements as necessary to account for the Acquisitions 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 are based on preliminary purchase accounting estimates, which are subject to change as the measurement period remains open. Accordingly, the pro forma adjustments reflect management’s current best estimates of the material adjustments necessary to present the combined results of operations and financial position of Celsius, Alani Nu and Rockstar on a pro forma basis.
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 unaudited consolidated financial statements of Celsius as of and for the six months ended June 30, 2025, and the accompanying notes thereto, which are included in Celsius’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2025; |
| • | The audited consolidated financial statements of Celsius as of and for the fiscal year ended December 31, 2024, and the accompanying notes thereto, which are included in Celsius’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024; |
| • | The unaudited Rockstar Energy Drink Assets in the United States and Canada Interim Abbreviated Financial Statements as of June 14, 2025 and December 28, 2024 and for the 24 weeks ended June 14, 2025 and June 15, 2024, and the accompanying notes thereto, which are included in Exhibit 99.2 to the Company’s Current Report on Form 8-K/A, with which these unaudited pro forma condensed combined financial statements are filed; |
| • | The audited Rockstar Energy Drink Assets in the United States and Canada Abbreviated Financial Statements as of and for the fiscal years ended December 28, 2024 and December 30, 2023, and the accompanying notes thereto, which are included in 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; 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 in Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on June 12, 2025. |
The unaudited pro forma condensed combined financial statements also reflect the separate transaction for the Alani Nu Acquisition, and related financing transaction, that required separate pro forma financial statements in accordance with Article 11 of Regulation S-X, which the Company previously filed as Exhibit 99.2 to its Current Report on Form 8-K/A filed with the Securities and Exchange Commission on June 12, 2025. 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 Acquisitions 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 would have been had the Acquisitions been completed on the dates indicated, nor are they necessarily indicative of the combined Company’s future results of operations for any future period. The actual 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 effect to the following:
| • | Application of the acquisition method of accounting under the provisions of ASC 805, under which the assets and liabilities of Alani Nu and Rockstar will be recorded by Celsius at their respective fair values on the Alani Closing Date and the Rockstar Closing Date, respectively; |
| • | Adjustments to conform the financial statement presentation of Alani Nu and Rockstar to that of Celsius, based upon the preliminary assessment by Celsius; |
| • | Adjustments to reflect the related financing transactions; and |
| • | Adjustments to reflect transaction costs in connection with the Acquisitions. |
The pro forma adjustments and the unaudited pro forma condensed combined financial statements are preliminary and subject to change as additional information becomes available and further 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 has estimated the fair values of Alani Nu’s and Rockstar’s respective assets and liabilities based on preliminary valuations, due diligence information, and other relevant data. A final determination of the fair values of acquired assets and assumed liabilities will be performed. Any changes in such fair values of the net assets or in the total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial statements may materially change the allocation of purchase price, goodwill, and other amounts reflected in the unaudited pro forma condensed combined financial statements; 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.
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2025
(In thousands of U.S. dollars, except per share amounts)
| Celsius Holdings, Inc. (As Reported) Six Months Ended June 30, 2025 |
Alani Nutrition LLC (As Adjusted, Note 2) Three Months Ended March 31, 2025 |
Transaction Accounting Adjustments - Acquisition |
(Note 4) |
Transaction Accounting Adjustments - Financing |
(Note 4) |
Rockstar (As Adjusted, Note 2) 24 Weeks Ended June 14, 2025 |
Transaction Accounting Adjustments - Acquisition |
(Note 4) |
Pro Forma Combined |
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| Revenue |
1,068,535 | 231,488 | — | — | 171,532 | (8,827 | ) | (h) | 1,462,728 | |||||||||||||||||||||||||||||||
| Cost of revenue |
515,311 | 110,981 | (21,692 | ) | (a) | — | 109,419 | (2,207 | ) | (h) | 711,812 | |||||||||||||||||||||||||||||
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| Gross profit |
553,224 | 120,507 | 21,692 | — | 62,113 | (6,620 | ) | 750,916 | ||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses |
358,228 | 40,154 | 4,513 | (b) | — | 1,553,370 | (1,528,725 | ) | (j) | 427,540 | ||||||||||||||||||||||||||||||
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| Income (loss) from operations |
194,996 | 80,353 | 17,179 | — | (1,491,257 | ) | 1,522,105 | 323,376 | ||||||||||||||||||||||||||||||||
| Other income (expense): |
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| Interest income |
11,884 | — | — | — | — | — | 11,884 | |||||||||||||||||||||||||||||||||
| Interest expense |
(18,080 | ) | (817 | ) | 817 | (c) | (18,290 | ) | (f) | — | — | (36,370 | ) | |||||||||||||||||||||||||||
| Other income (expense) |
1,658 | 510,825 | (510,876 | ) | (d) | — | — | — | 1,607 | |||||||||||||||||||||||||||||||
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| Total other income (expense) |
(4,538 | ) | 510,008 | (510,059 | ) | (18,290 | ) | — | — | (22,879 | ) | |||||||||||||||||||||||||||||
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| Net income before provision for income taxes |
190,458 | 590,361 | (492,880 | ) | (18,290 | ) | (1,491,257 | ) | 1,522,105 | 300,497 | ||||||||||||||||||||||||||||||
| Provision for income taxes |
(46,184 | ) | (2,912 | ) | (20,483 | ) | (e) | 4,426 | (g) | — | (7,465 | ) | (k) | (72,618 | ) | |||||||||||||||||||||||||
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| Net income (loss) |
144,274 | 587,449 | (513,363 | ) | (13,864 | ) | (1,491,257 | ) | 1,514,640 | 227,879 | ||||||||||||||||||||||||||||||
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| Dividends on convertible preferred stock |
(13,632 | ) | — | — | — | — | (14,625 | ) | (Note 5) | (28,257 | ) | |||||||||||||||||||||||||||||
| Income allocated to participating preferred stock |
(10,703 | ) | — | (5,839 | ) | (Note 5) | 1,120 | (Note 5) | — | (9,331 | ) | (Note 5) | (24,753 | ) | ||||||||||||||||||||||||||
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| Net income (loss) attributable to common stockholders |
119,939 | 587,449 | (519,202 | ) | (12,744 | ) | (1,491,257 | ) | 1,490,684 | 174,869 | ||||||||||||||||||||||||||||||
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| Earnings per share: |
(Note 5 | ) | ||||||||||||||||||||||||||||||||||||||
| Basic |
0.49 | 0.68 | ||||||||||||||||||||||||||||||||||||||
| Diluted |
0.48 | 0.67 | ||||||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding: |
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| Basic |
246,536 | 257,762 | ||||||||||||||||||||||||||||||||||||||
| Diluted |
248,757 | 259,983 | ||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial statements.
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Twelve Months Ended December 31, 2024
(In thousands of U.S. dollars, except per share amounts)
| Celsius Holdings, Inc. (As Reported) Year Ended December 31, 2024 |
Alani Nutrition LLC (As Adjusted, Note 2) Year Ended December 31, 2024 |
Transaction Accounting Adjustments - Acquisition |
(Note 4) |
Transaction Accounting Adjustments - Financing |
(Note 4) |
Rockstar (As Adjusted, Note 2) Fiscal Year Ended December 28, 2024 |
Transaction Accounting Adjustments - Acquisition |
(Note 4) | Pro Forma Combined |
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| Revenue |
1,355,630 | 605,008 | — | — | 373,412 | (17,822 | ) | (h) | 2,316,228 | |||||||||||||||||||||||||||||||
| Cost of revenue |
675,423 | 354,027 | 21,692 | (a) | — | 235,606 | (3,700 | ) | (h), (i) | 1,283,048 | ||||||||||||||||||||||||||||||
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| Gross profit |
680,207 | 250,981 | (21,692 | ) | — | 137,806 | (14,122 | ) | 1,033,180 | |||||||||||||||||||||||||||||||
| Selling, general and administrative expenses |
524,479 | 179,377 | 18,496 | (b) | — | 79,500 | 11,250 | (j) | 813,102 | |||||||||||||||||||||||||||||||
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| Income (loss) from operations |
155,728 | 71,604 | (40,188 | ) | — | 58,306 | (25,372 | ) | 220,078 | |||||||||||||||||||||||||||||||
| Other income (expense): |
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| Interest income |
39,263 | — | — | — | — | — | 39,263 | |||||||||||||||||||||||||||||||||
| Interest expense |
— | (4,882 | ) | 4,882 | (c) | (72,940 | ) | (f) | — | — | (72,940 | ) | ||||||||||||||||||||||||||||
| 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 | (72,940 | ) | — | — | (33,809 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
| Net income before provision for income taxes |
195,050 | 66,531 | (35,306 | ) | (72,940 | ) | 58,306 | (25,372 | ) | 186,269 | ||||||||||||||||||||||||||||||
| Provision for income taxes |
(49,976 | ) | (2,864 | ) | (5,258 | ) | (e) | 18,746 | (g) | — | (8,465 | ) | (k) | (47,817 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
| Net income (loss) |
145,074 | 63,667 | (40,564 | ) | (54,194 | ) | 58,306 | (33,837 | ) | 138,452 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
| Dividends on convertible preferred stock |
(27,500 | ) | — | — | — | — | (29,250 | ) | (Note 5) | (56,750 | ) | |||||||||||||||||||||||||||||
| Income allocated to participating preferred stock |
(10,117 | ) | — | (1,250 | ) | (Note 5) | 4,379 | (Note 5) | — | (3,143 | ) | (Note 5) | (10,131 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders |
107,457 | 63,667 | (41,814 | ) | (49,815 | ) | 58,306 | (66,230 | ) | 71,571 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
| Earnings per share: |
(Note 5 | ) | ||||||||||||||||||||||||||||||||||||||
| Basic |
0.46 | 0.28 | ||||||||||||||||||||||||||||||||||||||
| Diluted |
0.45 | 0.28 | ||||||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding: |
||||||||||||||||||||||||||||||||||||||||
| Basic |
233,667 | 256,118 | ||||||||||||||||||||||||||||||||||||||
| Diluted |
237,404 | 259,855 | ||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial statements.
4
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 – Basis of Presentation
The unaudited pro forma condensed combined financial statements and accompanying notes have been prepared in accordance with Article 11 of Regulation S-X to reflect the Acquisitions. The unaudited pro forma financial statements have been derived from the respective audited and unaudited consolidated financial statements of Alani Nu, and Celsius and audited and unaudited abbreviated financial statements of Rockstar after giving pro forma effect to the Acquisitions. Alani Nu’s and Rockstar’s respective historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars.
The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025, and year ended December 31, 2024, gives effect to the Acquisitions, including stock issued as consideration for the Acquisitions, as if they had been completed on January 1, 2024, the first day of Celsius’ fiscal year ended December 31, 2024. Also, as discussed in Note 4—Financing Adjustments Related to Alani Acquisitions, certain adjustments have been made to the unaudited pro forma condensed combined financial statements to reflect the impacts of the financing transactions entered into in connection with the Alani Acquisition as if they had occurred on January 1, 2024.
The unaudited pro forma condensed combined financial statements presented are for illustrative purposes only and are not necessarily indicative of what Celsius’ condensed combined statements of operations would have been had the Acquisitions been consummated as of the dates indicated or will be for any future periods. The unaudited pro forma condensed combined financial statements do not purport to project the future results of operations of Celsius following the closing dates of the Acquisitions. The unaudited pro forma condensed combined financial statements reflect transaction accounting adjustments Celsius believes are necessary to present fairly Celsius’ unaudited pro forma condensed combined results of operations as of and for the periods indicated after giving effect to the Acquisitions. The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies, or revenue enhancements that the combined Company may achieve as a result of the Acquisitions, nor does it reflect the costs to integrate the operations of Celsius, Alani Nu, and Rockstar or the costs necessary to achieve any cost savings, operating synergies, and revenue enhancements.
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Celsius as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement (“ASC 820”), and based on the historical consolidated financial statements of Celsius, Alani Nu, and Rockstar. Under ASC 805 the purchase consideration is allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the Alani Closing Date and the Rockstar Closing Date, as applicable. The excess of the 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 Acquisitions 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 Acquisitions been completed on the applicable dates presented in these unaudited pro forma condensed combined financial statements. In addition, the unaudited condensed combined pro forma financial statements do not purport to project the future financial condition and results of operations of the combined Company.
As discussed in Note 2, certain reclassifications were made to align Celsius’, Alani Nu’s, and Rockstar’s financial statement presentations. Celsius has analyzed and identified the material adjustments necessary to present the unaudited pro forma condensed combined financial statements on a consistent basis with the Company’s accounting policies. Based on this analysis, certain adjustments were necessary to conform Alani Nu’s consolidated financial statements and Rockstar’s abbreviated financial statements to Celsius’ accounting policies and certain reclassification adjustments have been made to conform Alani Nu’s and Rockstar’s historical financial statement presentations to that of Celsius.
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, Alani Nu (prior to the Alani Closing Date) and Rockstar during the periods presented. Accordingly, adjustments to eliminate transactions between Celsius, Alani Nu and Rockstar have not been reflected in the unaudited pro forma condensed combined financial statements.
Note 2 – Reclassification and Policy Adjustments
During the preparation of these unaudited pro forma condensed combined financial statements, Celsius management performed an analysis of Alani Nu’s and Rockstar’s financial information to identify material differences in accounting policies and financial statement presentation as compared to Celsius’ presentation. With the information currently available, Celsius has made reclassification adjustments to conform Alani Nu’s and Rockstar’s historical financial statement presentation to Celsius’ historical financial statement presentation for material differences to the unaudited pro forma condensed combined financial statements after evaluating potential areas of differences.
5
| (a) | Refer to the table below for a summary of adjustments made to present Alani Nu’s statement of income for the three months ended March 31, 2025, to conform with that of Celsius’ statement of operations for the six months ended June 30, 2025. Note that this applies only to the period prior to the Alani Acquisition, as Alani Nu’s results are included within the Celsius historical results as of and following the Alani Nu Closing Date (all amounts in thousands): |
| Alani Nu | Celsius | Alani Nu Historical |
Reclassification Adjustments |
(Notes) | Alani Nu Historical (As Adjusted) |
|||||||||||
| Product sales |
228,906 | (228,906 | ) | (a) | — | |||||||||||
| Revenue | 228,906 | (a) | 228,906 | |||||||||||||
| Distributor buyout income |
1,775 | (1,775 | ) | (b) | — | |||||||||||
| Revenue | 2,582 | (b) | 2,582 | |||||||||||||
| Provision for income taxes | (195 | ) | (b) | (195 | ) | |||||||||||
| Management services |
20,423 | (20,423 | ) | (c) | — | |||||||||||
| Administrative and general |
13,794 | (13,794 | ) | (c) | — | |||||||||||
| Advertising and promotion |
5,886 | (5,886 | ) | (c) | — | |||||||||||
| Distributor buyout expenses |
51 | (51 | ) | (c) | — | |||||||||||
| Selling, general and administrative expenses | — | 40,154 | (c) | 40,154 | ||||||||||||
| Unrealized gain on call options |
510,876 | (510,876 | ) | (d) | — | |||||||||||
| Other income (expense) | 510,876 | (d) | 510,876 | |||||||||||||
| (a) | Reclassification of product sales to revenue. |
| (b) | Reclassification of distributor buyout income to revenue and a policy adjustment representing ASC 606 deferred revenue policy alignment to increase revenue by $0.8 million and record the related increase to provision for income taxes of $0.2 million. |
| (c) | Reclassification of various expenses to selling, general and administrative expenses. |
| (d) | Reclassification of unrealized gain on call option to other income (expense). |
Refer to the table below for a summary of adjustments made to present Alani Nu’s statement of income for the year ended December 31, 2024, to conform with that of Celsius’ for the year ended December 31, 2024 (all amounts in thousands):
| Alani Nu | Celsius | Alani Nu Historical |
Reclassification Adjustments |
Alani Nu Historical (As Adjusted) |
||||||||||||
| Product sales |
597,602 | (597,602 | ) | (a) | — | |||||||||||
| Revenue |
597,602 | (a) | 597,602 | |||||||||||||
| Distributor buyout income |
7,782 | (7,782 | ) | (b) | — | |||||||||||
| Revenue | 7,406 | (b) | 7,406 | |||||||||||||
| Provision for income taxes | 97 | (b) | 97 | |||||||||||||
| Management services |
73,777 | (73,777 | ) | (c) | — | |||||||||||
| Administrative and general |
55,274 | (55,274 | ) | (c) | — | |||||||||||
| Advertising and promotion |
39,634 | (39,634 | ) | (c) | — | |||||||||||
| Distributor buyout expenses |
10,692 | (10,692 | ) | (c) | — | |||||||||||
| Selling, general and administrative expenses | — | 179,377 | (c) | 179,377 | ||||||||||||
| (a) | Reclassification of product sales to revenue. |
| (b) | Reclassification of distributor buyout income to revenue and a policy adjustment representing ASC 606 deferred revenue policy alignment to decrease revenue by $0.4 million and record the related decrease to provision for income taxes of $0.1 million |
| (c) | Reclassification of various expenses to selling, general and administrative expenses. |
| (b) | Refer to the table below for a summary of adjustments made to present Rockstar’s statement of revenue and direct expenses for the 24 weeks ended June 14, 2025, to conform with that of Celsius’ statement of operations for the six months ended June 30, 2025 (all amounts in thousands): |
| Rockstar | Celsius | Rockstar Historical |
Reclassification Adjustments |
(Notes) | Rockstar Historical (As Adjusted) |
|||||||||||
| Net revenue |
171,532 | (171,532 | ) | (a) | — | |||||||||||
| Revenue |
171,532 | (a) | 171,532 | |||||||||||||
| Cost of sales |
92,487 | (92,487 | ) | (b) | — | |||||||||||
| Cost of revenue | 92,487 | (b) | 92,487 | |||||||||||||
| Selling, general and administrative expenses |
16,932 | (16,932 | ) | (c) | — | |||||||||||
| Cost of revenue | 16,932 | (c) | 16,932 | |||||||||||||
| Impairment of intangible assets |
1,529,000 | (1,529,000 | ) | (d) | — | |||||||||||
| Selling, general and administrative expenses | 1,529,000 | (d) | 1,529,000 | |||||||||||||
| (a) | Reclassification of net revenue to revenue. |
6
| (b) | Reclassification of cost of sale to cost of revenue. |
| (c) | Represents a policy alignment adjustment to reclassify certain shipping and handling and overhead expenses from selling, general and administrative expenses to cost of revenue to conform to Celsius’ accounting policy. |
| (d) | Reclassification of impairment of intangible assets to selling, general and administrative expenses. |
Refer to the table below for a summary of adjustments made to present Rockstar’s statement of revenue and direct expenses for the year ended December 28, 2024, to conform with that of Celsius’ statement of operations for the year ended December 31, 2024 (all amounts in thousands):
| Rockstar | Celsius | Rockstar Historical |
Reclassification Adjustments |
(Notes) | Rockstar Historical (As Adjusted) |
|||||||||||
| Net revenue |
373,412 | (373,412 | ) | (a) | — | |||||||||||
| Revenue | 373,412 | (a) | 373,412 | |||||||||||||
| Cost of sales |
197,470 | (197,470 | ) | (b) | — | |||||||||||
| Cost of revenue | 197,470 | (b) | 197,470 | |||||||||||||
| Selling, general and administrative expenses |
38,136 | (38,136 | ) | (c) | — | |||||||||||
| Cost of revenue | 38,136 | (c) | 38,136 | |||||||||||||
| (a) | Reclassification of net revenue to revenue. |
| (b) | Reclassification of cost of sale to cost of revenue. |
| (c) | Represents a policy alignment adjustment to reclassify certain shipping and handling and overhead expenses from selling, general and administrative expenses to cost of revenue to conform to Celsius’ accounting policy. |
Note 3 – Preliminary Purchase Price Allocation
Alani Acquisition
| (a) | Estimated Purchase Consideration |
The total estimated purchase consideration for the Alani Acquisition is as follows:
| Estimated Purchase Consideration (in thousands)
|
Amount | |||
| Cash consideration (i) |
$ | 1,322,425 | ||
| Share consideration (ii) |
721,964 | |||
| Estimated earnout liability (iii) |
11,200 | |||
|
|
|
|||
| Preliminary fair value of purchase consideration |
$ | 2,055,589 | ||
|
|
|
|||
| (i) | Amount includes base cash consideration of $1,275.0 million per the Alani Nu purchase agreement, plus $22.4 million of cash paid in connection with the finalization of customary post-closing adjustments, plus Alani Nu closing cash acquired, offset by certain indebtedness related items. |
| (ii) | Estimated 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 had 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. |
| (iii) | Reflects the estimated fair value of the contingent consideration earnout liability, as of the Alani Nu Closing Date, based on a probability-weighted-expected-return method scenario model relative to the achievement of the revenue target. |
| (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. Given the close proximity to the Alani Closing Date, the Company is still finalizing and reviewing the estimated useful lives of intangible assets and the estimated fair values of the assets acquired and liabilities assumed. The provisional measurements of intangible assets, net working capital assets, property, plant, and equipment, and goodwill are subject to change as the valuation procedures are finalized. The final allocation could differ materially from the preliminary allocation used in the transaction accounting adjustments. Any change in the estimated fair value of the assets and liabilities acquired or the estimated fair value of the purchase consideration will have a corresponding impact on the amount of goodwill recorded and on the amount of amortization of acquired assets 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.
7
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on the Alani Closing Date.
| Estimated Purchase Consideration Allocation (in thousands) |
Amount | |||
| ASSETS |
||||
| Cash and cash equivalents |
$ | 43,655 | ||
| Accounts receivable |
82,412 | |||
| Inventories |
95,776 | |||
| Prepaid expenses and other current assets |
1,699 | |||
| Property, plant and equipment |
2,662 | |||
| Brands |
1,104,000 | |||
| Customer relationships |
111,000 | |||
| LIABILITIES |
||||
| Accounts payable |
49,117 | |||
| Accrued expenses |
48,887 | |||
| Deferred revenue-current |
8,519 | |||
| Other current liabilities |
426 | |||
| Deferred revenue-non-current |
3,780 | |||
| Other long term liabilities |
6,698 | |||
|
|
|
|||
| Net identifiable assets acquired |
$ | 1,323,777 | ||
| Goodwill |
731,812 | |||
|
|
|
|||
| Total purchase consideration |
$ | 2,055,589 | ||
|
|
|
|||
The preliminary estimated purchase consideration allocation above reflects preliminary estimated goodwill of $731.8 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 Alani Acquisition is subject to change once the valuations of tangible and intangible assets acquired and liabilities assumed have been finalized.
Estimated fair value of identifiable intangible assets in the unaudited pro forma condensed combined financial statements consist of the following:
| (in thousands) |
Preliminary Fair Value | Estimated Useful Life | ||||||
| Brands |
$ | 1,104,000 | Indefinite | |||||
| Customer relationships |
111,000 | 5 years | ||||||
|
|
|
|||||||
| Total |
$ | 1,215,000 | ||||||
|
|
|
|||||||
The preliminary estimated fair value of brands 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, and $0.6 million for the six months ended June 30, 2025. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Alani Acquisition may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.
8
Rockstar Acquisition
| (a) | Estimated Purchase Consideration |
The total consideration related to the Rockstar Acquisition consists of (i) non-cash consideration associated with the issuance of the Series B Preferred Stock and the amendment to the terms of the Series A Preferred Stock and (ii) cash consideration received from Pepsi related to net working capital adjustments, which was intended to compensate the Company for certain working capital requirements of the Rockstar business.
The estimated fair value of the Series B Preferred Stock, along with the estimated incremental fair value of Series A Preferred Stock resulting directly from the amendment, was treated as noncash consideration, partially accounted for under ASC 805 as consideration transferred for the acquisition of the Rockstar business. The non-cash consideration attributable to the Rockstar Acquisition was estimated based on both the income and market approaches. Given Rockstar’s distinct size, scale, and recent performance relative to its industry peers, the Company primarily relied on the discounted cash flow method, a form of the income approach. The resulting valuation was then corroborated by analyzing implied market multiples of comparable publicly traded companies, with adjustments made to reflect differences in growth prospects, profitability, cash flow conversion, and risk profile.
The preliminary purchase consideration for the Rockstar Acquisition is calculated as follows:
| Estimated Purchase Consideration (in thousands) |
Amount | |||
| Total estimated fair value of Series B Preferred Stock |
$ | 907,920 | ||
| Total incremental estimated fair value of Series A Preferred Stock |
27,867 | |||
|
|
|
|||
| Total fair value of Series B Preferred Stock and incremental fair value of Series A Preferred Stock |
$ | 935,787 | ||
|
|
|
|||
| Non-cash amount attributable to ASC 606 upfront payment to customer |
$ | 598,787 | ||
|
|
|
|||
| Non-cash amount attributable to ASC 805 business acquisition |
$ | 337,000 | ||
| Less: Net working capital cash received from Pepsi [1] |
(29,156 | ) | ||
|
|
|
|||
| Total preliminary Rockstar purchase consideration |
$ | 307,844 | ||
|
|
|
|||
| [1] | Amount includes $30.6 million net working capital payment received from Pepsi pursuant to the transaction agreement in respect of the Rockstar Acquisition, offset by $1.5 million payable to the Pepsi upon finalization of customary post-closing adjustments. |
The estimated purchase consideration, as shown in the table above, has been allocated to the tangible and intangible assets acquired and liabilities assumed of Rockstar 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. Given the close proximity to the Rockstar Closing Date, the Company is still finalizing and reviewing the estimated useful lives of intangible assets and the estimated fair values of the assets acquired and liabilities assumed. The provisional measurements of intangible assets, finished goods inventory, property, plant, and equipment, and goodwill are subject to change as the valuation procedures are finalized. The final allocation could differ materially from the preliminary allocation used in the transaction accounting adjustments. Any change in the estimated fair value of the assets and liabilities acquired or the estimated fair value of the purchase consideration will have a corresponding impact on the amount of goodwill recorded, and impact on the amount of amortization of acquired assets 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 summarizes the estimated fair values of the assets acquired and liabilities assumed on the Rockstar Closing Date.
| Estimated Purchase Consideration Allocation (in thousands) |
Amount | |||
| ASSETS |
||||
| Inventories |
$ | 10,529 | ||
| Property, plant and equipment |
4,917 | |||
| Brands |
176,000 | |||
| Customer relationships |
5,500 | |||
| Prepaid expenses and other current assets |
1,461 | |||
| LIABILITIES |
||||
| Accrued expenses |
390 | |||
|
|
|
|||
| Net identifiable assets acquired |
$ | 198,017 | ||
| Goodwill |
109,827 | |||
|
|
|
|||
| Total preliminary Rockstar purchase consideration |
$ | 307,844 | ||
|
|
|
|||
9
The preliminary estimated purchase consideration allocation above reflects a preliminary estimated goodwill of $109.8 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 Rockstar Acquisition is subject to change once the valuations of tangible and intangible assets acquired and liabilities assumed have been finalized.
Estimated fair value of identifiable intangible assets in the unaudited pro forma condensed combined financial statements consist of the following:
| (in thousands) |
Preliminary Fair Value | Estimated Useful Life | ||||||
| Brands |
$ | 176,000 | Indefinite | |||||
| Customer relationships |
5,500 | 10 years | ||||||
|
|
|
|||||||
| Total |
$ | 181,500 | ||||||
|
|
|
|||||||
The preliminary estimated fair value of brands was determined based on an income-based approach (relief from royalty) and the preliminary fair value of customer relationships was determined based on a with-and-without method, a form of the income approach that quantifies the economic benefit of having existing customer relationships in place as of the acquisition date. A 10% change in the valuation of customer relationships would cause a corresponding increase or decrease in the amortization expense of approximately $0.1 million for the year ended December 31, 2024, and approximately $0.0 million for the six months ended June 30, 2025. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Rockstar 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 Statement of Operations
In addition to the pro forma adjustments described herein, certain non-recurring acquisition-related costs that will not affect the combined income (loss) beyond twelve months after the acquisition date were incurred and recognized in the historical reported amounts and were not adjusted in the unaudited pro forma condensed combined financial statements.
The unaudited consolidated statement of operations of Celsius for the six months ended June 30, 2025, includes the following non-recurring costs that are reflected in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025, and therefore did not require a pro forma adjustment:
| (i) | $24.8 million of transaction costs incurred in connection with the Alani Acquisition reflected within selling, general and administrative expense for the six months ended June 30, 2025. |
| (ii) | $13.8 million loss related to the remeasurement of the contingent consideration earnout liability for the Alani Acquisition was recognized in selling, general and administrative expenses for the six months ended June 30, 2025. |
Transaction Accounting Adjustments Related to Alani Acquisition
Note that for the six months ended June 30, 2025, this includes only the period prior to the Alani Acquisition (i.e., three months ended March 31, 2025), as Alani Nu’s results of operations are thereafter included in the Celsius results of operations for the six months ended June 30, 2025:
| (a) | Reflects the $21.7 million adjustment to cost of revenue to remove the expense recognized from preliminary fair value inventory adjustment in the Celsius historical results for the six months ended June 30, 2025, as the amount is fully recognized in the pro forma adjustment to the year ended December 31, 2024. |
| (b) | Reflects the adjustments to selling, general and administration expenses, including reduction of expense due to depreciation of the fair-value adjustment to property, plant and equipment and recognizing expense for amortization of the estimated fair value of customer relationships. Celsius is still in the process of finalizing the fair value and useful life of the property, plant and equipment and intangible assets and any resulting change in the fair value and/or useful life will have a direct impact on depreciation and amortization expense. |
| (in thousands) |
For the Six Months Ended June 30, 2025 |
For the Year Ended December 31, 2024 |
||||||
| Amortization expense for acquired customer relationships |
$ | 5,550 | $ | 22,200 | ||||
| Adjustment to depreciation expense |
(1,037 | ) | (3,704 | ) | ||||
|
|
|
|
|
|||||
| Pro forma transaction accounting adjustment to SG&A |
$ | 4,513 | $ | 18,496 | ||||
|
|
|
|
|
|||||
| (c) | Reflects the removal of Alani Nu interest expense of $0.8 million for the three months ended March 31, 2025, and $4.9 million for the year ended December 31, 2024, related to Alani Nu’s indebtedness that was repaid on the Alani Closing Date. |
| (d) | Reflects the adjustment to other income (expense) to remove unrealized gain on call option included in Alani Nu’s results for the three months ended March 31, 2025, related to a financial instrument not acquired in the Alani Acquisition. |
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| (e) | To record the income tax impact of the pro forma adjustments utilizing the effective income tax rate of approximately 24.2% for the six months ended June 30, 2025, and 25.7% for the year ended December 31, 2024. In addition, an adjustment to the provision for income taxes was made to apply Celsius’ effective tax rate for the respective periods as, prior to the Alani Closing Date, Alani Nu as a limited liability company had elected to be taxed as an S-corporation under the provisions of the Internal Revenue Code, which resulted in a tax rate in the historical Alani Nu financial statements that is not reflective of the expected tax rate of the combined business. |
Financing Adjustments Related to Alani Acquisition:
| (f) | Reflects the interest expense and amortization of issuance costs and original issuance discount related to the financing transactions in connection with the Alani Acquisition, as well as the amortization of deferred financing fees related to the related revolving credit facility, which remained undrawn on the Alani Closing Date. The adjustments to interest expense were $18.3 million and $72.9 million for the three months ended March 31, 2025, prior to Alani Nu being included in Celsius’ results, and year ended December 31, 2024, respectively. |
| (g) | To record the income tax impact of the pro forma adjustments utilizing the effective income tax rate of approximately 24.2% for the six months ended June 30, 2025, and 25.7% for the year ended December 31, 2024. |
Transaction Accounting Adjustments Related to Rockstar Acquisition
| (h) | The Rockstar statement of revenue and direct expenses for the six months ended June 30, 2025, and fiscal year ended December 31, 2024, are abbreviated financial statements because Rockstar was not operated as a separate legal entity or stand-alone business within Pepsi. Therefore, certain limitations exist and results are not necessarily indicative of the results of operations that would have occurred if Rockstar had been a stand-alone business. For certain revenue transactions related to Canada that are included in the Rockstar statement of revenue and direct expenses for the 24 weeks ended June 14, 2025, and fiscal year ended December 28, 2024, the revenue and cost of revenue of finished goods sold in Canada reflect the product sale through to third-party customers by Pepsi. Therefore, an adjustment is included to exclude the estimated margin of the distribution function to reflect a more representative amount of revenue and cost of revenue that would be recognized by Rockstar on a standalone basis from Pepsi. Net revenue in Canada for the six months ended June 30, 2025, and the fiscal year ended December 31, 2024, was $24.1 million and $49.5 million, respectively. |
| (in thousands) |
For the Six Months Ended June 30, 2025 |
For the Year Ended December 31, 2024 |
||||||
| Pro forma transaction accounting adjustment to Revenue |
$ | (8,827 | ) | (17,822 | ) | |||
| Pro forma transaction accounting adjustment to Cost of revenue |
$ | (2,207 | ) | (4,456 | ) | |||
| (i) | Reflects the $0.8 million adjustment to include the amortization of the inventory fair value step up through cost of revenue for the year ended December 31, 2024. |
| (j) | Reflects the adjustments to selling, general and administration expenses, including recognizing expense for amortization of the estimated fair value of customer relationships, reversal of historical brand intangible asset impairment, 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 10-year estimated useful life. |
| (in thousands) |
For the Six Months Ended June 30, 2025 |
For the Year Ended December 31, 2024 |
||||||
| Amortization expense for acquired customer relationships |
$ | 275 | $ | 550 | ||||
| Adjustment to remove historical brand intangible asset impairment |
(1,529,000 | ) | — | |||||
| Transaction Expenses |
— | 10,700 | ||||||
|
|
|
|
|
|||||
| Pro forma transaction accounting adjustment to selling, general and administrative expenses |
$ | (1,528,725 | ) | $ | 11,250 | |||
|
|
|
|
|
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| (k) | To record the income tax impact of the pro forma adjustments utilizing the effective income tax rate of approximately 24.2% for the six months ended June 30, 2025, and 25.7% for the year ended December 31, 2024. In addition, an adjustment to the provision for income taxes was made to apply Celsius’ effective tax rate to the pre-tax income of Rockstar for the respective periods as no taxes were included in the statement of revenue and direct expenses. |
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Note 5 – 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 six months ended June 30, 2025, and 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 Six Months Ended June 30, 2025 |
For the Year Ended December 31, 2024 |
||||||
| Numerator: |
||||||||
| Pro forma combined net income |
$ | 227,879 | $ | 138,452 | ||||
| Dividends on convertible preferred stock (a) |
(28,257 | ) | (56,750 | ) | ||||
| Income allocated to participating preferred stock (b) |
(24,753 | ) | (10,131 | ) | ||||
|
|
|
|
|
|||||
| Pro forma combined net income attributable to common stockholders - Basic |
$ | 174,869 | $ | 71,571 | ||||
|
|
|
|
|
|||||
| Effect of dilutive securities: |
||||||||
| Celsius Historical: |
||||||||
| Allocation of earnings to participating securities |
$ | 10,703 | $ | 10,117 | ||||
| Reallocation of earnings to participating securities |
(10,615 | ) | (9,971 | ) | ||||
| Effect of pro forma adjustments: |
||||||||
| Allocation of earnings to participating securities |
14,050 | 14 | ||||||
| Reallocation of earnings to participating securities |
(14,050 | ) | (14 | ) | ||||
|
|
|
|
|
|||||
| Pro forma combined net income attributable to common stockholders - Diluted |
$ | 174,957 | $ | 71,717 | ||||
|
|
|
|
|
|||||
| Denominator – basic: |
||||||||
| Historical Celsius weighted average shares outstanding |
246,536 | 233,667 | ||||||
| Weighted average issuance of Celsius common stock to Alani Nu sellers (c) |
11,226 | 22,451 | ||||||
|
|
|
|
|
|||||
| Pro forma weighted average shares - basic |
257,762 | 256,118 | ||||||
|
|
|
|
|
|||||
| Pro forma net income per share - basic |
$ | 0.68 | $ | 0.28 | ||||
| Denominator – diluted weighted average shares: |
||||||||
| Historical Celsius weighted average shares outstanding |
248,757 | 237,404 | ||||||
| Weighted average issuance of Celsius common stock to Alani Nu sellers (c) |
11,226 | 22,451 | ||||||
|
|
|
|
|
|||||
| Pro forma weighted average shares – diluted |
259,983 | 259,855 | ||||||
|
|
|
|
|
|||||
| Pro forma net income per share - diluted |
$ | 0 .67 | $ | 0.28 | ||||
Potentially dilutive securities related to the convertible Series B Preferred Stock were excluded from the computation of pro forma diluted earnings per share related to common stockholders, as their effect would be antidilutive.
| (a) | Reflects the adjustments of $14.6 million and $29.3 million for the six months ended June 30, 2025, and fiscal year ended December 31, 2024, respectively, related to stated dividends on the Series B Preferred Stock issued partially in exchange for the Rockstar Acquisition. |
| (b) | Reflects the adjustments of allocated earnings to participating Series A Preferred Stock for the effects of pro forma adjustments to combined net income, and allocation of pro forma combined net income to participating Series B Preferred Stock. |
| (c) | Reflects the adjustment to present the issuance of Celsius common stock to Alani Nu sellers as if they had been completed on January 1, 2024. The historical Celsius weighted average shares for the six months ended June 30, 2025, reflects the weighted average effect of these shares from issuance on the Alani Closing Date through June 30, 2025. |
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