Date: 5/9/2023
Form: 10-Q - Quarterly Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
Incorporation or Organization) |
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Identification No.) |
(Address of Principal Executive Offices)
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(Registrant’s telephone number, including area code)
__________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Accelerated Filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The number of shares outstanding of the registrant’s common stock, $0.001 par value, as of May 2, 2023 was
TABLE OF CONTENTS
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Celsius Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except par value)
(Unaudited)
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March 31, |
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December 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable-net |
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Note receivable-current |
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Inventories-net |
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Prepaid expenses and other current assets |
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Deferred other costs-current |
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Total current assets |
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Note receivable |
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Property and equipment-net |
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Deferred tax asset |
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Right of use assets-operating leases |
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Right of use assets-finance leases |
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Other long-term assets |
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Deferred other costs-non-current |
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Intangibles |
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Goodwill |
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Total Assets |
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$ |
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$ |
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LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
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$ |
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Accrued distributor termination fees |
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Accrued promotional allowance |
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Lease liability obligation-operating leases |
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Lease liability obligation-finance leases |
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Deferred revenue-current |
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Other current liabilities |
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Total current liabilities |
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Long-term liabilities: |
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Lease liability obligation-operating leases |
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Lease liability obligation-finance leases |
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Deferred tax liability |
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Deferred revenue-non-current |
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Total Liabilities |
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Mezzanine Equity: |
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Series A convertible preferred shares, $ |
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Stockholders’ Equity: |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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( |
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Accumulated deficit |
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( |
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Total Stockholders’ Equity |
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Total Liabilities, Mezzanine Equity and Stockholders’ Equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements
1
Celsius Holdings, Inc.
Consolidated Statements of Operations and Comprehensive Income
(In thousands, except per share amounts)
(Unaudited)
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For the Three Months Ended March 31, |
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2023 |
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2022 |
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Revenue |
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$ |
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$ |
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Cost of revenue |
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Gross profit |
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Selling, general and administrative expenses |
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Income from operations |
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Other Income (Expense): |
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Interest income on note receivable |
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Interest income (expense), net |
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( |
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Foreign exchange loss |
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( |
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Total other income (expense) |
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( |
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Net income before income taxes |
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Income tax expense |
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( |
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Net income |
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$ |
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$ |
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Less: dividends on Series A convertible preferred shares |
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$ |
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$ |
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Net income attributable to common stockholders |
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$ |
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$ |
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Other comprehensive income: |
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Foreign currency translation gain (loss) |
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( |
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Comprehensive income |
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$ |
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$ |
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Earnings per share: |
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Basic |
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$ |
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$ |
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Dilutive |
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$ |
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$ |
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Weighted average shares outstanding: |
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Basic |
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Dilutive |
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The accompanying notes are an integral part of these unaudited consolidated financial statements
2
Celsius Holdings, Inc.
Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity
(In thousands)
(Unaudited)
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Stockholders' Equity |
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Common Stock |
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Mezzanine Equity |
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Shares |
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Amount |
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Additional |
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Accumulated |
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Accumulated |
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Total Stockholders' Equity |
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Preferred Shares |
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Amount |
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Balance at December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Adoption of accounting standard |
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— |
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— |
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— |
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— |
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( |
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( |
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— |
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— |
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Share-based expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock pursuant to exercise of stock options and vested restricted stock units - Cashless |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock pursuant to exercise of stock options - Cash |
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— |
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— |
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— |
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— |
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— |
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Dividends paid to Series A convertible preferred shares |
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— |
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— |
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( |
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— |
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( |
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— |
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Foreign currency translation |
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— |
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— |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements
3
Celsius Holdings, Inc.
Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity
(In thousands)
(Unaudited)
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Stockholders' Equity |
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Common Stock |
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Mezzanine Equity |
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Shares |
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Amount |
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Additional |
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Accumulated |
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Accumulated |
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Total Stockholders' Equity |
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Preferred Shares |
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Amount |
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Balance at December 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
— |
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$ |
— |
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Share-based expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock pursuant to exercise of stock options - Cashless |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock pursuant to exercise of stock options - Cash |
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— |
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— |
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— |
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— |
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— |
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Foreign currency translation |
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— |
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— |
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— |
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( |
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— |
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( |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
— |
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$ |
— |
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The accompanying notes are an integral part of these unaudited consolidated financial statements
4
Celsius Holdings, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
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For the Three Months Ended March 31, |
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2023 |
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2022 |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
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Depreciation |
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Amortization |
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Allowance for credit losses |
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Amortization of deferred other costs |
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Inventory excess and obsolescence |
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Share-based payment expense |
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Deferred income taxes |
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Foreign exchange loss |
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Changes in operating assets and liabilities: |
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Accounts receivable-net |
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Inventory-net |
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Prepaid expenses and other current assets |
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( |
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Accounts payable and accrued expenses |
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Accrued promotional allowance |
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Accrued distributor termination fees |
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( |
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Other current liabilities |
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Change in right of use and lease obligation-net |
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( |
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( |
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Deferred revenue |
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( |
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Other assets |
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( |
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Net cash (used in) provided by operating activities |
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( |
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Cash flows from investing activities: |
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Proceeds from note receivable |
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Purchase of property and equipment |
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Net cash provided by (used in) investing activities |
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( |
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Cash flows from financing activities: |
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Principal payments on finance lease obligations |
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Proceeds from exercise of stock options |
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Dividends paid on preferred shares |
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( |
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Net cash (used in) provided by financing activities |
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( |
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Effect on exchange rate changes on cash and cash equivalents |
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( |
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