When used in this report, unless otherwise indicated, the terms "the Company," "Celsius," "we," "us" and "our" refer to Celsius Holdings, Inc. and its subsidiaries.

Note Regarding Forward Looking Statements

This report contains forward-looking statements that reflect our current views about future events. We use the words "anticipate," "assume," "believe," "estimate," "expect," "will," "intend," "may," "plan," "project," "should," "could," "seek," "designed," "potential," "forecast," "target," "objective," "goal," or the negatives of such terms or other similar expressions. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Business Overview

Celsius Holdings is a fast-growing company in the functional energy drink and liquid supplement categories in the United States and internationally. We engage in the development, processing, marketing, sale, and distribution of functional drinks and liquid supplements to a broad range of consumers. We believe that we provide differentiated products that offer clinically proven and innovative formulas meant to change the lives of our consumers for the better. We also believe that our brand is attractive to a broad range of customers including fitness enthusiasts.

Our core offerings include pre- and post-workout functional energy drinks, as well as protein bars. Our flagship functional energy drink and liquid supplement brands are backed by science, being clinically proven to deliver health benefits by six self-funded studies published in various journals including the Journal of the International Society of Sports Nutrition, the Journal of the American College of Nutrition, and the Journal of Strength and Conditioning Research. These studies have concluded that a single serving of Celsius burns 100-140 calories (by increasing a consumer's resting metabolism an average of 12%, while providing sustained energy for up to three hours).

Our flagship asset, Celsius, is a fitness supplement drink which accelerates metabolism and burns calories and body fat while providing energy. This product line comes in two versions, a ready-to-drink supplement format and an on-the-go powder form. We also offer a Celsius Heat and a Branch Chain Amino Acids line, catered to both pre- and post-workout consumer needs. Our products are currently offered in major retail channels in the US including conventional grocery, natural, convenience, fitness, mass market, vitamin specialty and e-commerce.

An integral part of our value proposition is our focus on the functional energy drink and liquid supplement category, ensuring our products have clear and proven benefits. This is why we invest in research and development from the start and utilize our proprietary MetaPlus formulation in our portfolio, a blend of ginger root, guarana seed extract, chromium, vitamins, and green tea extract.

Corporate Information

We were incorporated in the State of Nevada in April 2005. Our principal executive offices are located at 2424 North Federal Highway, Suite 208, Boca Raton, Florida 33431, and our telephone number is (561) 276-2239. Our website is www.celsiusholdingsinc.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Quarterly Report on Form 10-Q.

Celsius® and MetaPlus® are registered trademarks of the Company in the United States. This Quarterly Report on Form 10-Q also contains other registered and unregistered trademarks of the Company.

Results of Operations

Three months ended June 30, 2022 compared to three months ended June 30, 2021

Revenue

For the three months ended June 30, 2022, revenue was approximately $154.0 million, an increase of $88.9 million or 137% from $65.1 million for the three months ended June 30, 2021. Approximately 103% of this growth was as a result of increased revenues from North America, where second quarter 2022 revenues were $145.4 million, an increase of $91.8 million or 171% from the 2021 quarter. The balance of the revenues for the 2022 quarter were mainly attributable to European revenues of $7.3 million, which decreased by $3.5 million from the prior year quarter primarily due to foreign exchange rates and timing. Asian revenues (which include royalty revenues from our China licensee) contributed an additional approximately $0.9 million, an increase of 43% from approximately $0.6 million for the prior year quarter, which include increases in royalties payable under our licensing agreement. Other international markets generated approximately $0.4 million in revenues during the 2022 quarter, an increase of $0.4 million or 634% from $0.1 million for the prior year quarter.

The total increase in revenue was largely attributable to increases in sales volume, as opposed to increases in product pricing. The primary factors behind the increase in North American sales volume were related to continued strong triple-digit growth in traditional distribution channels, combined with an increase in and optimization of our products' presence in world class retailers (e.g., additional SKUs). Additionally, the continued expansion of our Direct Store Delivery ("DSD") network resulted in significant growth in distributor revenues when compared to the prior year quarter.


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The following table sets forth the amount of revenues by category and changes
therein for the three months ended June 30, 2022 and 2021 (dollars in
thousands):


                                 Three months ended
                                      June 30,
Revenue Source             2022          2021       Change
Total Revenue            $ 154,020     $ 65,073       136.7 %

North American Revenue   $ 145,409     $ 53,601       171.3 %

European Revenue         $   7,280     $ 10,792       (32.5 )%

Asian Revenue            $     883     $    619        42.6 %

Other                    $     448     $     61       634.4 %



Gross profit

For the three months ended June 30, 2022, gross profit increased by approximately $31.1 million or 110% to $59.3 million, from $28.2 million for the three months ended June 30, 2021. Gross profit margins reflected a decrease to 38.5% for the three months ended June 30, 2022 from 43.4% for the 2021 quarter. The increase in gross profit dollars is related to increases in volume, while the decrease in gross profit margins is mainly related to higher raw material costs (particularly aluminum cans), ocean freight costs, transportation costs and repackaging costs.

We estimate that the increase in gross profit dollars of approximately $31.1 million from the 2021 quarter to the 2022 quarter, included $40.7 million related to volume increases, as well as an unfavorable cost impact of approximately $7.5 million and unfavorable currency impact of $2.1 million.

Sales and marketing expenses

Sales and marketing expenses for the three months ended June 30, 2022 were approximately $32.5 million, an increase of approximately $16.9 million or 109% from approximately $15.5 million for the three months ended June 30, 2021. This increase was primarily attributable to higher marketing investment activities, which resulted in an increase of $8.4 million when compared to the prior year quarter. Additionally, employee costs increased by approximately $2.8 million from the year ago quarter as we continue to invest in this area in order to have the proper infrastructure to support our growth. Lastly, storage and distribution expenses as well as broker costs accounted for the remainder of the increase in this area in the amount of $5.8 million from the 2021 quarter to the 2022 quarter.

General and administrative expenses

General and administrative expenses for the three months ended June 30, 2022 were approximately $14.4 million, an increase of $2.1 million or 17%, from $12.3 million for the three months ended June 30, 2021. Employee costs for the three months ended June 30, 2022 reflect an increase of $1.0 million as investments in this area are also required to properly support our higher business volume and the commercial and operational areas of the business, as well as travel expenses are now being incurred. Administrative expenses amounted to $6.8 million or an increase of $4.1 million when compared to the prior year quarter. Depreciation and amortization increased by approximately $0.2 million when compared to the prior year quarter. These increases were offset by a $3.0 million decrease in stock-based compensation expense, which amounted to $4.2 million in the current quarter, when compared to the prior year quarter. Management deems it very important to motivate employees by providing them ownership in the business in order to promote over performance which translates into the continued success of our business based on key performance attributes. Lastly, all other administrative expenses which were mainly composed of research, development and quality control testing, decreased by approximately $0.2 million from to the second quarter of 2021.

Other income/(expense)

Total net other expense for the three months ended June 30, 2022 is mainly related to foreign currency exchange which is offset by interest and non-operating income.

Net Income

Net income for the three months ended June 30, 2022 was $9.2 million or $0.12 per share based on a weighted average of 75,451,165 shares outstanding and dilutive earnings per share of $0.12 based on a fully-dilutive weighted average of 78,371,705 shares outstanding, which includes the dilutive impact share-based awards of 2,920,540 shares. In comparison, for the three months ended June 30, 2021, the Company had net income of approximately $0.8 million or $0.01 per share, based on a weighted average of 73,158,836 shares outstanding and a dilutive earnings per share of $0.01 based on a fully-dilutive weighted average of 77,238,389 shares outstanding.

Six months ended June 30, 2022 compared to six months ended June 30, 2021

Revenue


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For the six months ended June 30, 2022, revenue was approximately $287.4 million, an increase of $172.3 million or 150% from $115.1 million for the six months ended June 30, 2021. Approximately 102% of this growth was as a result of increased revenues from North America, where first six months of 2022 revenues were $268.9 million, an increase of $176.3 million or 190% from the 2021 first six months. The balance of the revenues for the six months ended June 30, 2022 were mainly attributable to European revenues of $15.8 million, which decreased by $5.4 million from the prior year six months primarily due to foreign exchange rates and timing. Asian revenues (which include royalty revenues from our China licensee) contributed an additional approximately $1.8 million, an increase of 60% from approximately $1.2 million for the prior year, which include increases in royalties payable under our licensing agreement. Other international markets generated approximately $0.9 million in revenues during the six months ended June 30, 2022, an increase of $0.7 million or 377.2% from $0.2 million for the prior year.

The total increase in revenue was largely attributable to increases in sales volume, as opposed to increases in product pricing. The primary factors behind the increase in North American sales volume were related to continued strong triple-digit growth in traditional distribution channels, combined with an increase in and optimization of our products' presence in world class retailers (e.g., additional SKUs). Additionally, the continued expansion of our Direct Store Delivery ("DSD") network resulted in significant growth in distributor revenues when compared to the prior year quarter.

The following table sets forth the amount of revenues by category and changes therein for the six months ended June 30, 2022 and 2021 (dollars in thousands):




                                  Six months ended
                                      June 30,
Revenue Source             2022          2021        Change
Total Revenue            $ 287,408     $ 115,108       149.7 %

North American Revenue   $ 268,882     $  92,604       190.4 %

European Revenue         $  15,775     $  21,160       (25.4 )%

Asian Revenue            $   1,849     $   1,155        60.1 %

Other                    $     902     $     189       377.2 %



Gross profit

For the six months ended June 30, 2022, gross profit increased by approximately $64.4 million or 132% to $113.2 million, from $48.8 million for the six months ended June 30, 2021. Gross profit margins reflected a decrease to 39.4% for the six months ended June 30, 2022 from 42.4% for the six months ended June 30, 2021. The increase in gross profit dollars is related to increases in volume, while the decrease in gross profit margins is mainly related to higher raw material costs (particularly aluminum cans), ocean freight costs, transportation costs and repackaging costs.

We estimate that the increase in gross profit dollars of approximately $64.4 million from the six months ended June 30, 2021, included $75.4 million related to volume increases, as well as an unfavorable cost impact of approximately $8.7 million and unfavorable currency impact of $2.3 million.

Sales and marketing expenses

Sales and marketing expenses for the six months ended June 30, 2022 were approximately $64.1 million, an increase of approximately $36.6 million or 133% from approximately $27.5 million for the six months ended June 30, 2021. This increase was primarily attributable to higher marketing investment activities, which resulted in an increase of $17.5 million when compared to the prior year. Additionally, employee costs increased by approximately $4.1 million from the prior year as we continue to invest in this area in order to have the proper infrastructure to support our growth. Lastly, storage and distribution expenses as well as broker costs accounted for the remainder of the increase in this area in the amount of $14.9 million from the six months ended June 30, 2021.

General and administrative expenses

General and administrative expenses for the six months ended June 30, 2022 were approximately $26.6 million, an increase of $6.5 million or 32%, from $20.1 million for the six months ended June 30, 2021. This increase was primarily attributable to employee costs for the six months ended June 30, 2022 which reflect an increase of $2.2 million, as investments in this area are also required to properly support our higher business volume and the commercial and operational areas of the business, as well as travel expenses are now being incurred. Administrative expenses amounted to $11.4 million, an increase of $6.6 million, when compared to the prior year quarter. Depreciation and amortization increased by approximately $0.3 million when compared to the prior year quarter. These increases were offset by a decrease in stock-based compensation expense which amounted to $8.5 million for the six months ended June 30, 2022, compared to $10.8 million in the prior year quarter. Management deems it very important to motivate employees by providing them ownership in the business in order to promote over performance which translates into the continued success of our business based on key performance attributes. Lastly, all other administrative expenses which were mainly composed of research, development and quality control testing, decreased by approximately $0.3 million from to the first six months of 2021.



Other income/(expense)


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Total net other expense for the six months ended June 30, 2022 is mainly related to foreign currency exchange which is offset by interest and non-operating income.

Net Income

Net income for the six months ended June 30, 2022 was $15.8 million or $0.21 per share based on a weighted average of 75,472,158 shares outstanding and dilutive earnings per share of $0.20 based on a fully-dilutive weighted average of 78,396,950 shares outstanding, which includes the dilutive impact share-based awards of 2,924,792 shares. In comparison, for the six months ended June 30, 2021, the Company had net income of approximately $1.4 million or $0.02 per share, based on a weighted average of 73,655,125 shares outstanding and a dilutive earnings per share of $0.02 based on a fully-dilutive weighted average of 77,658,318 shares outstanding.

Liquidity and Capital Resources

As of June 30, 2022, and December 31, 2021, we had cash of approximately $60.0 million and $16.3 million, respectively, and working capital of approximately $197.9 million and $169.2 million, respectively.

In addition to cash flow from operations, our primary sources of working capital have been private placements and public offerings of our securities, including an underwritten public offering of 1,133,953 shares at an offering price of $62.50 per share completed on June 14, 2021 and a private placement of 1,437,909 shares at a price of $15.30 completed on August 25, 2020.

Our current operating plan for the next twelve (12) months reflects sufficient financial resources, notwithstanding the potential effects of the COVID-19 pandemic.

Cash flows used in operating activities

Cash flows provided by operating activities totaled approximately $42.3 million for the six months ended June 30, 2022, which compares to $30.3 million net cash used in operating activities for the six months ended June 30, 2021. The approximately $72.6 million increase in cash generation was driven by an increase in net income and improvements in working capital. Working capital improvements were driven primarily by the stabilization of our inventory as we have established optimal levels to service the demand of our product as well as timing of accounts payable, offset in part by increases of accounts receivable driven by the significant growth in our business.

Cash flows used in investing activities

Cash flows provided by investing activities totaled approximately $0.1 million for the six months ended June 30, 2022, which compares to cash provided by investing activities of $0.7 million for the six months ended June 30, 2021. The decrease in the cash used in investing activities when compared to the 2021 period was primarily due to an increase of capital expenditures to $2.5 million offset by payment on our note receivable, as we received payment on our note receivable of approximately $2.6 million in April 2022.

Cash flows provided by financing activities

Cash flows provided by financing activities totaled approximately $1.2 million for the six months ended June 30, 2022, which compares to cash provided by financing activities of $70.2 million for the six months ended June 30, 2021. Cash provided by financing activities is mainly related to the net proceeds of $1.3 million from stock exercises. Net proceeds were received from a public offering in June 2021 for approximately $67.8 million.

Off Balance Sheet Arrangements

As of June 30, 2022 and December 31, 2021, we had no off-balance sheet arrangements.

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