Celsius Holdings, Inc. has submitted a letter to the SEC addressing comments from the Division of Corporation Finance regarding its Annual Report on Form 10-K for the year ended December 31, 2023, and the Current Report on Form 8-K dated February 29, 2024. The SEC's comments focused on the company's related party transactions with Pepsi, including the need for transparent disclosure on financial statements and the terms of agreements between the two companies. Celsius Holdings detailed its distribution and transition agreements with Pepsi, including termination provisions and reimbursement for termination expenses, which amounted to approximately $193 million. The company also discussed the issuance of Series A Preferred Stock to Pepsi, valued using a Monte Carlo simulation model, and the accounting treatment for these...Show More

Celsius Holdings, Inc. has submitted a letter to the SEC addressing comments from the Division of Corporation Finance regarding its Annual Report on Form 10-K for the year ended December 31, 2023, and the Current Report on Form 8-K dated February 29, 2024. The SEC's comments focused on the company's related party transactions with Pepsi, including the need for transparent disclosure on financial statements and the terms of agreements between the two companies. Celsius Holdings detailed its distribution and transition agreements with Pepsi, including termination provisions and reimbursement for termination expenses, which amounted to approximately $193 million. The company also discussed the issuance of Series A Preferred Stock to Pepsi, valued using a Monte Carlo simulation model, and the accounting treatment for these transactions. Celsius Holdings emphasized the strategic importance of its relationship with Pepsi, which accounted for a significant portion of its revenue and receivables, and outlined the potential impact of any termination of their agreements. The company also justified its approach to non-GAAP financial measures, specifically the exclusion of contract termination costs from Adjusted EBITDA, and addressed the amortization of deferred revenue and other costs over the twenty-year term of the Distribution Agreement.