Celsius Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 8, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 8, 2025
CELH$32.16+7.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-06.
0001341766-25-000080
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-08.
0001341766-25-000104
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 88 previous paragraphs and 127 current paragraphs.
53 unchanged; 18 reworded; 52 added; 14 removed; 3 previous and 4 current paragraphs rearranged.
Tables are not compared: 1 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (52)
Current report
Celsius is a functional energy drink and wellness company operating in the United States and internationally. We currently market two principal brand lines within our portfolio: CELSIUS, our flagship functional energy brand, and Alani Nu, a wellness-focused energy and nutritional product brand that we acquired in April 2025. Together, these brands position the Company to serve a broad and growing base of consumers seeking functional performance, better-for-you formulations, and active lifestyle support.
Current report
Alani Nu complements and extends our category presence within and beyond energy into adjacent areas of wellness and nutrition. The brand’s portfolio includes energy drinks, pre-workout products, ready-to-drink protein beverages, and dietary supplements. Alani Nu has developed strong appeal among Gen Z and female consumers and provides additional opportunities for innovation and distribution expansion in the U.S. and global markets.
Current report
The imposition of tariffs including U.S. tariffs imposed or threatened to be imposed on other countries and any tariffs imposed by such countries have impacted and could continue to impact our supply chain, including the cost of certain raw materials and packaging. In addition, any supply chain constraints, inflationary impacts or reduced consumer demand for our products as a result of such tariffs or ongoing macroeconomic uncertainty could impact our results. While tariffs increased certain costs, the aggregate impact was not a key driver of our cost of revenue. As our second quarter benefited from timing of tariff implementation, we currently expect that tariffs may have greater impact in future quarters; however, the rapidly changing landscape around tariffs does not allow us to estimate that impact with reasonable certainty.
Current report
Impact of One Big Beautiful Bill Act
Current report
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The legislation introduced a wide array of changes to the U.S. corporate tax system, including permanent extensions of certain provisions of the Tax Cuts and Jobs Act of 2017 and substantial modifications to the international tax regime applicable to U.S. multinational corporations. Key international provisions include changes to the Global Intangible Low-Taxed Income regime, the treatment of foreign tax credits, and interest expense limitations under Section 163(j). While certain provisions take effect in 2025, others are phased in over subsequent years. We are currently evaluating the potential impacts of the OBBBA on our consolidated financial statements. As the legislation was signed into law after the close of our second quarter, no impacts are included in our operating results for either the three or six months ended June 30, 2025.
Current report
Interest Rate Risk
Current report
Fluctuations in market interest rates may cause future cash flows to vary. Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. This can affect both our borrowing costs and the fair value of our debt obligations. We are subject to interest rate risk in connection with the term loan facility, which bears interest at variable rates. For additional information see Note 6. Debt in the notes to the unaudited condensed consolidated financial statements included in this Report.
Current report
For the three months ended June 30, 2025, revenue in North America increased by $332.1 million, or 86.9%, compared to the three months ended June 30, 2024. This increase was primarily driven by the acquisition of Alani Nu, which contributed approximately $301.2 million of revenue, driven by the success of the limited time offer programs and strong overall performance. Celsius' core products also contributed to the growth, supported by favorable channel mix, increases in total distribution points, and increased sell-through under the Company’s major distribution partnerships.
Current report
European revenue for the three months ended June 30, 2025 was approximately $18.3 million, representing an increase of $1.6 million, or 9.7%, from the three months ended June 30, 2024. Asia-Pacific revenue generated approximately $4.4 million for the three months ended June 30, 2025, with other international markets contributing an additional $2.1 million in revenue for the three months ended June 30, 2025. The growth in the Asia-Pacific region was primarily attributable to the launch of Celsius in Australia and New Zealand.
Current report
For the three months ended June 30, 2025, gross profit increased by $171.8 million to $380.9 million, an increase of 82.1% from $209.1 million for the three months ended June 30, 2024. This increase was driven primarily by the acquisition of Alani Nu. Gross profit margin was 51.5% for the three months ended June 30, 2025 and 52.0% for the three months ended June 30, 2024. Although we observed gross profit margin improvements resulting from material cost savings, and benefits from product mix and scale efficiencies as revenue increased, these positive margin trends were offset by a lower gross profit margin profile of Alani Nu and a one-time inventory valuation step-up adjustment following the acquisition, see Note 5. Acquisitionsin the notes to the unaudited condensed consolidated financial statements.
Current report
An increase of $60.6 million in marketing and selling expense. These increases were primarily due to:
Current report
•$29.7 million attributable to Alani Nu, primarily related to sales and marketing employee costs, marketing investments to support brand growth, and storage and distribution expenses associated with the brand’s commercial expansion;
Current report
•$17.5 million in marketing expenses, primarily attributable to the launch of the Live. Fit. Go. campaign, our largest marketing initiative to date, designed to support long-term brand development and international expansion;
Current report
•$7.9 million in employee-related costs, primarily due to the Alani Nu acquisition and continued investment in sales and marketing personnel to support strategic growth initiatives; and
Current report
•$5.5 million in other selling expenses, including storage and distribution costs associated with expanded sales volume and channel growth.
Current report
An increase of $62.4 million in administrative expenses. These increases were primarily due to:
Current report
•$15.8 million attributable to Alani Nu, primarily related to administrative employee costs, amortization of intangible assets, and other general administrative expenses;
Current report
•$16.0 million in acquisition-related costs, primarily legal and professional service fees associated with the Alani Nu acquisition;
Current report
•$13.8 million due to the remeasurement of contingent consideration related to the Alani Nu acquisition, reflecting stronger-than-expected revenue performance and an upward revision to forecasted results;
Current report
•$11.7 million in general administrative costs, including legal, consulting, and other professional service expenses; and
Current report
•$5.1 million in other administrative expenses, including administrative employee related costs, amortization of intangibles, and stock-based compensation.
Current report
Other (Expense) Income
Current report
Total other expense for the three months ended June 30, 2025 was $13.5 million compared to other income of $10.4 million for the three months ended June 30, 2024, reflecting an unfavorable change of $23.9 million. This increase in other expense was primarily driven by $18.1 million of interest expense related to our outstanding debt, whereas no such debt existed in the prior-year period. This was partially offset by interest income earned on cash held in money market accounts.
Current report
For the three months ended June 30, 2025, the Company’s effective tax rate was 22.9%, as compared to 23.7% for the same period in 2024. The year-over-year decline primarily reflects increased tax benefits from foreign operations, partially offset by income tax expense from shortfalls and non-deductible expenses related to issuance of stock awards. The current period’s effective tax rate exceeded the U.S. federal statutory rate of 21.0%, primarily due to non-deductible stock-based compensation expenses and state income taxes. In the prior-year quarter, the rate was similarly elevated above the statutory rate, driven by disallowed stock-based compensation and state taxes, though partially mitigated by windfall tax benefits from stock-based compensation.
Current report
Six months ended June 30, 2025 compared to six months ended June 30, 2024
Current report
Revenue
Current report
For the six months ended June 30, 2025, revenue was approximately $1,068.5 million, an increase of $310.9 million, or 41.0%, from $757.7 million for the six months ended June 30, 2024.
Current report
For the six months ended June 30, 2025, revenue in North America increased by $299.1 million, or 41.4%, compared to the six months ended June 30, 2024. The year-to-date increase in revenue was primarily driven by Alani Nu, which contributed approximately $301.2 million following the acquisition. Year to date results also included the strong second-quarter performance of Celsius core products which largely offset soft performance of such products in the first quarter of 2025 due to lower sales velocity and the timing of promotional activities.
Current report
Gross Profit
Current report
For the six months ended June 30, 2025, gross profit increased by $161.9 million to $553.2 million, an increase of 41.4%, from $391.3 million for the six months ended June 30, 2024. Gross profit margin increased to 51.8% for the six months ended June 30, 2025 from 51.6% for the six months ended June 30, 2024. Gross profit margin improvements were primarily driven by reductions in raw and packaging material costs, product mix and scale efficiencies. These benefits were partially offset by a one time inventory valuation step up, discussed in Note 5. Acquisitionsin the notes to the unaudited condensed consolidated financial statements, and the inclusion of Alani Nu, which carried a lower gross profit margin profile.
Current report
Selling, General and Administrative Expenses
Current report
Selling, general and administrative expenses for the six months ended June 30, 2025 were $358.2 million, an increase of $144.3 million, or 67.5%, from $213.9 million for the six months ended June 30, 2024.
Current report
An increase of $78.6 million in administrative expenses. These increases were primarily due to:
Current report
•$25.1 million in acquisition-related costs, primarily legal and professional service fees associated with the Alani Nu acquisition;
Current report
•$15.8 million attributable to Alani Nu, primarily related to administrative employee costs, amortization of intangible assets, and other general administrative expenses;
Current report
•$14.7 million in general administrative costs, including legal, consulting, and other professional service expenses;
Current report
•$13.8 million due to the remeasurement of contingent consideration related to the Alani Nu acquisition, reflecting stronger-than-expected revenue performance and an upward revision to forecasted results; and
Current report
•$9.2 million in other administrative expenses, including depreciation, amortization of intangibles, and stock-based compensation.
Current report
An increase of $65.7 million in marketing and sales expenses. These increases were primarily due to:
Current report
•$29.7 million attributable to Alani Nu, primarily related to sales and marketing employee costs, marketing investments to support brand growth, and storage and distribution expenses associated with the brand’s commercial expansion;
Showing the first 40 of 52 passages. Open the source sections for the rest.
Removed paragraphs (14)
Previous report
We continue to monitor macroeconomic conditions and global trade developments, including inflation in key input costs, recently implemented tariffs, and the potential for additional or modified tariffs or export controls. On April 2, 2025, the U.S. presidential administration announced new tariffs, which, along with evolving global trade policies, may contribute to increased supply chain complexity, commodity cost volatility, and broader economic uncertainty. While these developments could pressure our cost structure, based on our current analysis, we do not currently expect them to have a material adverse impact on our results of our operations for the remainder of fiscal year 2025. We are actively evaluating the potential implications of how the evolving tariff policies may impact customer and consumer behavior and the results of our operations.
Previous report
Acquisition of Alani Nutrition LLC
Previous report
For the three months ended March 31, 2025, revenue in North America declined by $33.0 million, or 9.7%, compared to the three months ended March 31, 2024. The prior-year quarter benefited from the early launch of our 16oz Celsius Essentials line and the implementation of several promotional activations across key retail and convenience channels at the beginning of the quarter. In contrast, similar promotional efforts during the current-year quarter were launched toward the end of the period. This timing difference, along with the initial launch of the 16oz Celsius Essentials line in the prior year, contributed to the year-over-year sales decline. Additionally, we experienced lower velocity in the current quarter and were fully impacted by the increased promotional allowances and incentive program established in the prior year with our primary distributor.
Previous report
For the three months ended March 31, 2025, gross profit decreased by $9.8 million to $172.4 million, a decrease of 5.4% from $182.2 million for the three months ended March 31, 2024. Gross profit margin increased to 52.3% for the three months ended March 31, 2025 from 51.2% for the three months ended March 31, 2024. Gross profit margin improvements resulted from decreases in raw and package material unit costs, partially offset by increased promotional allowances as a percentage of revenue.
Previous report
•a $12.1 million increase in administrative expenses related primarily to higher acquisition-related costs, including transaction and legal expenses;
Previous report
•a $4.9 million increase in employee costs, reflecting our ongoing investments to support growth;
Previous report
•a $2.8 million increase in marketing investments, driven by initiatives and events aimed at enhancing brand awareness to reflect our commitment to long-term growth, helping to ensure that our brand remains top-of-mind with consumers and well-positioned in an increasingly competitive market; and
Previous report
•a $1.5 million increase in all other SG&A expenses.
Previous report
Other Income (Expense)
Previous report
Total other income for the three months ended March 31, 2025 was $9.0 million, which reflects a decrease of $0.3 million from $9.3 million for the three months ended March 31, 2024. This decrease was primarily attributed to lower interest income earned on cash held in our money market accounts, driven by a decline in market interest rates.
Previous report
Borrowings under the Credit Agreement bear interest, in the case of the Revolving Facility, (A) at a rate equal to (1) the highest of (w) the U.S. prime rate, (x) the Federal Funds Rate plus 0.5%, (y) the sum of the benchmark rate for an interest period of one month plus 1.00%, and (z) 1.00%, plus (2) a margin of 2.0% in the case of alternate base rate loans and (B) a rate equal to term SOFR or EURIBOR rate plus a margin of 3.0% in the case of benchmark rate loans and, in the case of the Term Loan Facility, (A) at a rate equal to (1) the highest of (w) the U.S. prime rate, (x) the Federal Funds Rate plus 0.5%, (y) the sum of the benchmark rate for an interest period of one month plus 1.00%, and (z) 1.00%, plus (2) a margin of 2.25% in the case of alternate base rate loans and (B) a rate equal to term SOFR or EURIBOR plus a margin of 3.25% in the case of benchmark rate loans. Subsequent to the delivery of our financial statements for the first full fiscal quarter following our acquisition of Alani Nu, the interest rate margins under the Term Loan Facility and the Revolving Facility will be subject to step-downs based on the first lien net leverage ratio. The applicable interest rate will be adjusted quarterly on a prospective basis based upon the first lien net leverage ratio in accordance with the terms of the Credit Agreement. The Term Loan Facility and Revolving Facility are secured by a first priority security interest in our and the other borrowers’ and guarantors’ cash, accounts receivable, intellectual property, books and records and related assets and certain intellectual property of other subsidiaries.
Previous report
We believe our current liquidity position, ongoing cash flow from operations, and access to financing facilities, including the Revolving Facility, are sufficient to meet our near-term and long-term obligations, including integration efforts and other strategic investments following the acquisition of Alani Nu.
Previous report
Cash flows used in investing activities totaled $6.9 million for three months ended March 31, 2025, compared to cash used in investing activities of $4.5 million for the three months ended March 31, 2024, related to increased purchases of property, plant and equipment.
Previous report
The majority of cash used in financing activities in both periods was attributable to dividend payments on our Series A Preferred Stock, which totaled $6.8 million in each of the three-month periods ended March 31, 2025 and 2024.
Reworded paragraphs (18)
Previous wording
•Our ability to successfully achieve the benefits of our recent acquisition of Big Beverages Contract Manufacturing L.L.C. ("Big Beverages"), a co-packer;
Current wording
•Our ability to successfully achieve the benefits of our acquisition of Big Beverages Contract Manufacturing L.L.C. ("Big Beverages"), a co-packer;
Previous wording
Celsius is a functional energy drink company operating in the United States and internationally. This product is available in two convenient forms: ready-to-drink and an on-the-go portable powder form. Additionally, we offer our Celsius Essentials line, featuring 16-ounce cans enriched with aminos. In 2025, we introduced CELSIUS® Hydration, a line of zero-sugar hydration powders, featuring electrolytes in a variety of fruit-forward flavors. Our product range is widely available across the U.S. and in select territories in Canada in various retail outlets, including grocery stores, natural product stores, convenience stores, fitness centers, mass retailers, vitamin specialty stores, and through online e-commerce platforms. Moreover, our products are offered in select markets in Europe, the Middle East and the Asia-Pacific region as we have continued to expand our global presence.
Current wording
CELSIUS is available in two convenient forms: ready-to-drink and an on-the-go portable powder form. Additionally, we offer our Celsius Essentials line, featuring 16-ounce cans enriched with aminos. In 2025, we introduced CELSIUS® Hydration, a line of zero-sugar hydration powders, featuring electrolytes in a variety of fruit-forward flavors. Our product range is widely available across the U.S. and in select territories in Canada in various retail outlets, including grocery stores, natural product stores, convenience stores, fitness centers, mass retailers, vitamin specialty stores, and through e-commerce platforms. Moreover, our products are offered in select markets in Europe, the Middle East, and the Asia-Pacific region as we have continued to expand our global presence.
Previous wording
We engage in various aspects of developing, manufacturing, processing, marketing, selling, and distributing Celsius, Celsius Essentials, Celsius On-The-Go Powder, and Celsius Hydration. Our operational model strategically relies primarily on co-packers for the manufacture and supply of our products, leveraging their specialized expertise and scalable production capabilities. Additionally, we utilize our in-house manufacturing facility to complement our strategic use of co-packers. This approach allows us to maintain flexibility in responding to market demands and to focus our resources on innovation, marketing, and expanding our distribution channels. We continuously assess and work to optimize our supply chain to ensure quality, consistency and timely delivery to our customers.
Current wording
We engage in various aspects of developing, manufacturing, processing, marketing, selling, and distributing both CELSIUS and Alani Nu branded products. Our operational model strategically relies primarily on co-packers for the manufacture and supply of our products, leveraging their specialized expertise and scalable production capabilities. Additionally, we utilize our in-house manufacturing facility to complement our strategic use of co-packers. This approach allows us to maintain flexibility in responding to market demands and to focus our resources on innovation, marketing, and expanding our distribution channels. We continuously assess and work to optimize our supply chain to ensure quality, consistency, and timely delivery to our customers.
Previous wording
On August 1, 2022, we entered into a long-term distribution agreement with Pepsi, making them our primary distributor in the U.S. and leveraging the right of first offer to facilitate our expansion into Canada. This agreement also helps to enable our potential entry into additional international markets and new distribution channels with Pepsi. In connection with our relationship with Pepsi, we terminated certain previous distributor agreements and shifted certain distribution rights to Pepsi.
Current wording
On August 1, 2022, we entered into a long-term distribution agreement with Pepsi, making them our primary distributor in the U.S. for Celsius branded products and leveraging the right of first offer to facilitate our expansion into Canada. This agreement also helps to enable our potential entry into additional international markets and new distribution channels with Pepsi. In connection with our relationship with Pepsi, we terminated certain previous distributor agreements and shifted certain distribution rights to Pepsi.
Previous wording
For the three months ended March 31, 2025, revenue was approximately $329.3 million, a decrease of $26.4 million, or 7.4%, from $355.7 million for the three months ended March 31, 2024.
Current wording
For the three months ended June 30, 2025, revenue was approximately $739.3 million, an increase of $337.3 million, or 83.9%, from $402.0 million for the three months ended June 30, 2024.
Previous wording
The following table sets forth the amount of revenues by geographical location for the three months ended March 31, 2025 and March 31, 2024:
Current wording
The following table sets forth the amount of revenue by geographical location for the three months ended June 30, 2025 and June 30, 2024:
Previous wording
Selling, general and administrative expenses ("SG&A") for the three months ended March 31, 2025 were $120.3 million, an increase of $21.3 million or 22% from $99.0 million for the three months ended March 31, 2024.
Current wording
Selling, general and administrative expenses ("SG&A") for the three months ended June 30, 2025 were $237.9 million, an increase of $123.0 million, or 107.1%, from $114.9 million for the three months ended June 30, 2024.
Previous wording
Net income attributed to common stockholders for the three months ended March 31, 2025 was $34.4 million, representing basic earnings per share of $0.15 based on a basic weighted average of 235.2 million shares outstanding. In comparison, for the three months ended March 31, 2024 the Company's net income attributed to common stockholders was $64.8 million, representing basic earnings per share of $0.28 based on a weighted average of 232.8 million shares outstanding. Diluted earnings per share was $0.15 and $0.27 for the three months ended March 31, 2025 and 2024, respectively.
Current wording
Net income attributed to common stockholders for the three months ended June 30, 2025 was $85.7 million, representing basic earnings per share of $0.33 based on a basic weighted average of 257.8 million shares outstanding. In comparison, for the three months ended June 30, 2024 the Company's net income attributed to common stockholders was $66.7 million, representing basic earnings per share of $0.29 based on a weighted average of 233.2 million shares outstanding. Diluted earnings per share was $0.33 and $0.28 for the three months ended June 30, 2025 and 2024, respectively. The increase in net income attributable to common stockholders for the three months ended June 30, 2025, was primarily driven by higher revenue and gross profit resulting from the Alani Nu acquisition, partially offset by increased SG&A expenses, the inventory valuation step-up adjustment related to such acquisition, interest expense on newly incurred debt, and the contingent consideration.
Previous wording
European revenues for the three months ended March 31, 2025 were approximately $18.7 million, representing an increase of $4.5 million, or 31.9%, from the three months ended March 31, 2024. Other international markets generated approximately $1.8 million in revenue during the three months ended March 31, 2025, with Asia-Pacific revenues contributing an additional $2.2 million for the three months ended March 31, 2025. Total international revenue grew 41% year-over-year, primarily driven by the Company’s continued international expansion. Excluding markets launched in 2024, international revenue increased 9% compared to the prior-year period, reflecting organic growth across existing geographies.
Current wording
European revenues for the six months ended June 30, 2025 were approximately $37.0 million, representing an increase of $6.1 million, or 19.9%, from the six months ended June 30, 2024. Asia-Pacific revenues generated approximately $6.6 million for the six months ended June 30, 2025, with other international markets contributing an additional $4.0 million in revenue for the six months ended June 30, 2025. The growth in the Asia-Pacific region was primarily attributable to the launch of Celsius in Australia and New Zealand.
Previous wording
For the three months ended March 31, 2025, the Company’s effective tax rate was 27.2%, as compared to 15.8% for the same period in 2024. The increase was primarily driven by a shift in stock-based compensation-related impacts. In the current period, the tax rate was higher than the U.S. federal statutory rate of 21.0% due to disallowed stock-based compensation expense and state income taxes. In the prior-year period, the rate was lower than the statutory rate due to net tax benefits related to stock-based compensation, partially offset by similar disallowed expenses and state taxes.
Current wording
For the six months ended June 30, 2025, the Company’s effective tax rate was 24.2%, as compared to 20.0% for the same period in 2024.The increase was primarily driven by the absence of excess tax benefits related to stock-based compensation that favorably impacted our effective tax rate in the prior year, combined with additional income tax expense recognized in the current period in relation to these arrangements. This was partially offset by favorable tax benefits from foreign operations. The effective tax rate for the current period exceeded the U.S. federal statutory rate of 21.0% primarily due to non-deductible stock-based compensation and state income taxes. In contrast, the prior-year rate was below the statutory rate, driven by net excess tax benefits associated with stock-based compensation, partially offset by similar disallowed expenses and state taxes.
Previous wording
As of March 31, 2025, we had cash and cash equivalents of approximately $977.3 million and working capital of $993.6 million.
Current wording
As of June 30, 2025, we had cash and cash equivalents of approximately $615.2 million and net working capital of $731.4 million.
Previous wording
Our primary sources of liquidity are cash flows from operations and our existing cash balances. We believe that cash available from operations, including our cash resources, will be sufficient for our working capital needs, including purchase commitments for raw materials and inventory, increases in accounts receivable and other assets, and purchases of capital assets and equipment for the next twelve months and beyond.
Current wording
Our primary sources of liquidity are cash flows from operations and our existing cash balances. We believe that cash available from operations, together with our $100.0 million revolving credit facility, will be sufficient for our working capital needs, including purchase commitments for raw materials and inventory, increases in accounts receivable and other assets, and purchases of capital assets and equipment for the next twelve months and beyond.
Previous wording
On April 1, 2025, we completed the acquisition of Alani Nu for a total consideration comprising (i) $1,275.0 million in cash paid at closing, subject to adjustment as set forth in the purchase agreement, (ii) an aggregate of 22,451,224 shares of our common stock and (iii) up to $25.0 million in additional cash consideration, payable only if net sales of Alani Nu’s products meet or exceed an agreed upon target for 2025.
Current wording
On April 1, 2025, we completed the acquisition of Alani Nu for a total consideration comprising (i) $1,275.0 million in cash paid at closing, subject to adjustment as set forth in the membership interest purchase agreement, (ii) an aggregate of 22,451,224 shares of our common stock 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 2025. Any such contingent consideration is expected to be paid in 2026. For additional information see Note 5. Acquisitions in the notes to the unaudited condensed consolidated financial statements.
Previous wording
In connection with our acquisition of Alani Nu, on April 1, 2025, we, together with certain of our subsidiaries as guarantors, the lenders and issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, entered into a secured credit agreement (the “Credit Agreement”). The Credit Agreement provides for a term loan facility in an aggregate principal amount of up to $900 million (the “Term Loan Facility”), which was fully drawn to fund a portion of the purchase price for Alani Nu, and a revolving credit facility
Current wording
In connection with our acquisition of Alani Nu on April 1, 2025, we, together with certain of our subsidiaries as guarantors, the lenders and issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, entered into a secured credit agreement (the “Credit Agreement”). The Credit Agreement provides for a term loan facility in an aggregate principal amount of up to $900.0 million (the “Term Loan Facility”), which was fully drawn to fund a portion of the purchase price for Alani Nu, and a revolving credit facility in an aggregate principal amount of up to $100.0 million (the “Revolving Facility”), which may include the issuance of letters of credit in a stated face amount of up to, but not exceeding, $50.0 million. The Term Loan Facility matures on April 1, 2032, and the Revolving Facility matures on April 1, 2030. For additional information see Note 6. Debt in the notes to the unaudited condensed consolidated financial statements.
Previous wording
Cash flows for the three months ended March 31, 2025 and 2024
Current wording
Cash flows for the six months ended June 30, 2025 and 2024
Previous wording
Cash flows provided by operating activities totaled $103.4 million for three months ended March 31, 2025, which compares to $134.6 million net cash provided by operating activities for the three months ended March 31, 2024. The $31.2 million decrease was attributable to a decrease in net income and changes in working capital, including the timing of certain payments and strategic inventory management.
Current wording
Cash flows provided by operating activities totaled $147.1 million for six months ended June 30, 2025, which compares to $174.3 million net cash provided by operating activities for the six months ended June 30, 2024. The $27.2 million decrease was attributable to a decrease in net income and changes in working capital, including the timing of certain payments.
Previous wording
Cash flows used in financing activities totaled $10.6 million for the three months ended March 31, 2025, compared to $5.9 million for the same period in 2024, representing a $4.7 million increase. The increase was primarily driven by higher repurchases of common stock for tax withholding obligations related to the vesting of stock based compensation awards and by debt issuance costs incurred in connection with the debt financing arranged for the Alani acquisition, and decreased proceeds from stock option exercises.
Current wording
Cash flows provided by financing activities totaled $852.3 million for the six months ended June 30, 2025, compared to $12.6 million cash flows used in financing activities for the same period in 2024, representing an $864.9 million increase. The increase was primarily driven by debt incurred in connection with the acquisition of Alani Nu, which contributed significant cash inflows during the period, which was partially offset by debt issuance costs and the debt discount. For more information, see Note 6. Debtin the notes to the unaudited condensed consolidated financial statements.
Previous wording
Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America, which requires us to make estimates and assumptions that affect the reported amounts in our condensed consolidated financial statements. Critical accounting estimates are those that management believes are the most important to the portrayal of our financial condition and results and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and that have had, or are reasonably likely to have, a material impact on our financial condition or results of operations. Judgments and uncertainties may result in materially different amounts being reported under different conditions or using different assumptions. There have been no material changes to our critical accounting policies or estimates from those described in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Annual Report.
Current wording
Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America, which requires us to make estimates and assumptions that affect the reported amounts in our condensed consolidated financial statements. Critical accounting estimates are those that management believes are the most important to the portrayal of our financial condition and results and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and that have had, or are reasonably likely to have, a material impact on our financial condition or results of operations. Judgments and uncertainties may result in materially different amounts being reported under different conditions or using different assumptions. Except for those described below, there have been no material changes to our critical accounting policies or estimates from those described in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Annual Report.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
The following table sets forth the amount of revenues by geographical location for the six months ended June 30, 2025 and June 30, 2024:
Current report — wording carried from elsewhere
The changes within SG&A expenses included:
Current report — wording carried from elsewhere
The Company is subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. The Company’s tax returns for tax years beginning 2020 remain subject to potential examination by the taxing authorities.
Current report — wording carried from elsewhere
Net Income Attributable to Common Stockholders
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
On February 20, 2025, we announced that we had entered into a membership interest purchase agreement to acquire Alani Nu for a total consideration comprising (i) $1,275.0 million in cash, subject to adjustment as set forth in the purchase agreement, (ii) an aggregate of 22,451,224 shares of our common stock and (iii) up to $25.0 million in additional cash consideration, payable only if net sales of Alani Nu’s products meet or exceed an agreed target for 2025. On April 1, 2025, we completed the acquisition and simultaneously entered into a debt financing arrangement. The financing package included a $900.0 million Term Loan B and a $100.0 million Revolving Credit Facility.
Previous report — wording carried elsewhere
in an aggregate principal amount of up to $100 million (the “Revolving Facility”), which may include the issuance of letters of credit in a stated face amount of up to, but not exceeding, $50 million. The Term Loan Facility matures on April 1, 2032, and the Revolving Facility matures on April 1, 2030.
Previous report — wording carried elsewhere
Cash flows used in financing activities