Celsius Holdings (CELH) risk factors, 2025 10-K

Other

1. 01Risk Factors Related to Our Business
2. 02We rely on distributors to distribute our products in the DSD sales channel and in international markets. If we are unable to maintain good relationships with our existing distributors, our business will suffer
3. 03We have extensive commercial arrangements with Pepsi and, as a result, significant disagreements with Pepsi or a termination of these arrangements could materially adversely impact our financial position and results of operations
4. 04If we fail to manage future growth effectively, our business could be materially adversely affected
5. 05Our demand generation strategies through social media and the use of third-parties, including celebrities, social media influencers, and others may expose us to risk of negative publicity, litigation, and/or regulatory enforcement action, which could impact our future profitability
6. 06Consolidation of retailers, wholesalers and distributors in the industry may result in downward pressure on sales prices, and the changing landscape of the retail market, including the growth of e-commerce, could adversely affect our results of operations
7. 07We predominantly rely on co-packers to manufacture our products. If we are unable to maintain good relationships with our co-packers or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer
8. 08We may not be able to successfully integrate Alani Nu or other businesses that we may acquire
9. 09Failure to successfully integrate Alani Nu or any other acquired businesses may result in reduced levels of revenue, earnings, or operating efficiency than might have been achieved if we had not acquired such businesses
10. 10We may not be able to achieve the benefits that we expect to realize as a result of the acquisition of Alani Nu. Failure to achieve such benefits could have an adverse effect on our financial condition and results of operations
11. 11Alani Nu may have liabilities that are not known to us
12. 12Growth through acquisitions involves a number of risks and an inability or failure to address the challenges associated with strategic transactions and related integration risks could adversely affect our business and results of operations
13. 13Our customers are material to our success. If we are unable to maintain good relationships with our existing customers, our business could suffer
14. 14Increases in cost or shortages of raw materials or increases in costs of co-packing could harm our business
15. 15We must continually maintain, protect or upgrade our information technology systems, including protecting us from internal and external cyber-security threats
16. 16Our failure to accurately estimate demand for our products could adversely affect our business and financial results
17. 17Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of our products
18. 18Our continued expansion outside of the U.S. exposes us to uncertain conditions and other risks in international markets
19. 19Numerous U.S. and international laws, including export and import controls, affect our ability to compete in international markets
20. 20We depend upon our trademarks and proprietary rights, and any failure to protect our intellectual property rights or any claims that we are infringing upon the rights of others may adversely affect our competitive position
21. 21If we fail to comply with data privacy and personal data protection laws, we could be subject to adverse publicity, government enforcement actions or private litigation, which may negatively impact our business and operating results
22. 22We may incur material losses as a result of product recalls, regulatory enforcement actions and liabilities related to our products
23. 23The FDA could take issue with the manufacturer, composition/ingredients, packaging, marketing/labeling, storage, transportation, and/or distribution of our products
24. 24The FTC regulates advertising and may review the truthfulness of and substantiation for any claim we make related to our products
25. 25We rely on our management team and other key personnel
26. 26If we fail to attract or maintain a highly skilled and diverse workforce, our business could be negatively affected
27. 27Global or regional catastrophic events could impact our operations and affect our ability to grow our business
28. 28Climate change and natural disasters may affect our business
29. 29The ongoing Russia-Ukraine conflict and Israel's regional conflicts may adversely impact our business operations and financial performance
30. 30We are subject to significant competition by other companies in the functional beverage product industry
31. 31Our inability to innovate successfully and to provide new cutting-edge products could adversely affect our business and financial results
32. 32Changes in consumer product and shopping preferences may reduce demand for some of our products
33. 33Our focus is on the functional beverage product category, and our business is vulnerable to adverse changes impacting this category, which could adversely impact our business, results of operations, and the trading price of our common stock
34. 34If we are unable to successfully manage new product launches, our business and financial results could be adversely affected
35. 35Changes in government regulation, or failure to comply with existing regulation concerning energy drinks, could adversely affect our business and financial performance
36. 36Product safety and quality concerns, or other negative publicity (whether or not warranted) could damage our brand image and corporate reputation and may cause our business to suffer
37. 37Our sales are affected by seasonality
38. 38Failure by suppliers or co-packers to comply with applicable laws and regulations, or with specifications and other requirements for our products, may adversely impact our business
39. 39Litigation could expose us to significant liabilities and reduce demand for our products
40. 40If we fail to maintain an effective internal control environment or adequate control procedures over our financial reporting, investor confidence may be adversely affected thereby affecting the value of our stock price
41. 41We may be subject to regulatory examinations and proceedings
42. 42Strikes or work stoppages or labor unrest can cause our business to suffer
43. 43At any given time, events may occur which change our expectation about how any such tax audits will be resolved and thus, there could be significant variability in our quarterly or annual tax rates, because these events may change our plans for uncertain tax positions
44. 44We may be required in the future to record a significant charge to earnings if our goodwill or intangible assets become impaired
45. 45Finite-lived assets are reviewed for impairment whenever events or changes in circumstances suggest that their carrying value may not be fully recoverable and are subject to amortization over their useful lives
46. 46Fluctuations in foreign currency exchange rates may adversely affect our operating results
47. 47Potential changes in accounting standards or practices or taxation may adversely affect our financial results
48. 48Uncertainty in the financial markets and other adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect our industry, business and results of operations
49. 49Our investments are subject to risks which may cause losses and affect the liquidity of these investments
50. 50The market price and trading volume of our common stock is and has been volatile and could decline significantly
51. 51Certain of our affiliated stockholders can exert significant influence on the Company’s corporate affairs
52. 52We do not expect to pay cash dividends on our common stock in the foreseeable future