Celsius
Celsius
C E L S I U S H O L D I N G S , I N C . | C A G N Y I N V E S T O R P R E S E N TAT I O N
In conjunction with moderate fitness activity, Celsius is clinically proven to accelerate metabolism and burn body fat
NON-GAAP MEASURES
Forward-Looking Statements advantage; anticipated trends in our financial condition and Adjusted diluted earnings per share, provides useful information estimates are derived from publicly available information
This investor presentation contains statements by Celsius results of operation; the impact of competition and technology to investors by allowing an understanding of measures that it uses released by third-party sources, as well as data from our internal
Holdings, Inc. (“Celsius”, “we”, “us”, “our” or the “Company”) that change; existing and future regulations affecting our business; the internally for operational decision-making, budgeting and research, and are based on assumptions made by us upon
are not historical facts and are considered forward-looking Company’s ability to comply with the rules and regulations of the assessing operating performance. reviewing such data, and our experience in, and knowledge of,
statements within the meaning of the Private Securities Litigation Securities and Exchange Commission (the “SEC”); and those other such industry and markets, which we believe to be reasonable,
Reform Act of 1995. These forward-looking statements may risks and uncertainties discussed in the reports we have filed with Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted but we have not independently verified the accuracy of this
address, among other things, our prospects, plans, business the SEC, such as our Annual Report on Form 10-K, Quarterly earnings per share are not recognized terms under GAAP and information. Any industry forecasts are based on data (including
strategy and expected financial and operational results. You can Reports on Form 10-Q and Current Reports on Form 8-K. should not be considered as a substitute for net income or any third-party data), models and experience of various professionals
identify these statements by the use of words such as “anticipate,” Forward-looking statements speak only as of the date the other financial measure presented in accordance with GAAP. Non- and are based on various assumptions, all of which are subject to
“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” statements were made. We do not undertake any obligation to GAAP financial measures have limitations as analytical tools and change without notice. In addition, projections, assumptions and
“will,” “would”, ”could”, ”project”, ”plan”, “potential”, ”designed”, update forward-looking information, except to the extent required should not be considered in isolation or as substitutes for analysis estimates of the future performance of the industry in which we
“seek”, “target”, variations of these terms, the negatives of such by applicable law. of Celsius’ results as reported under GAAP. Celsius strongly operate and our future performance are necessarily subject to
terms and similar expressions. These statements are based on encourages investors to review its financial statements and uncertainty and risk due to a variety of factors, including those
certain assumptions that we have made in light of our experience Use of Non-GAAP Measures publicly filed reports in their entirety and not to rely on any single described in “Forward-Looking Statements.” These and other
in the industry as well as our perceptions of historical trends, Celsius defines Adjusted EBITDA as net income before net financial measure. factors could cause results to differ materially from those
current conditions, expected future developments and other interest income, income tax expense (benefit), and depreciation expressed in the estimates made by the independent parties and
factors we believe are appropriate in these circumstances. These and amortization expense, further adjusted by excluding stock- Because non-GAAP financial measures are not standardized, by us.
forward-looking statements are based on our current based compensation expense, foreign exchange gains or losses, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted diluted
expectations and beliefs concerning future developments and distributor termination fees and legal settlement costs. Adjusted earnings per share as defined by Celsius, may not be comparable Preliminary Estimated Unaudited Financial Information
their potential effect on us. You should not rely on forward- EBITDA Margin is the ratio between the Company’s Adjusted to similarly titled measures reported by other companies. It This presentation contains certain preliminary estimated
looking statements because our actual results may differ EBITDA and net revenue, expressed as a percentage. Adjusted therefore may not be possible to compare Celsius’ use of these unaudited financial information for Alani Nu for the year ended
materially from those indicated by forward-looking statements as diluted earnings per share is GAAP diluted earnings per share net non-GAAP financial measures with those used by other December 31, 2024. This information is preliminary in nature
a result of a number of important factors. These factors include, of add backs and deductions for distributor termination, legal companies. based only upon information available at this time. Final results
but are not limited to: changes to our commercial agreements settlement costs, reorganization costs, acquisitions costs, and for Alani Nu remain subject to the completion of its closing
with PepsiCo, Inc.; management’s plans and objectives for penalties. Adjusted EBITDA, Adjusted EBITDA Margin, and No Offer or Solicitation procedures, final adjustments and developments that may arise
international expansion and global operations; general economic Adjusted diluted earnings per share are non-GAAP financial This presentation shall not constitute or form part of an offer to between now and the time the financial results are finalized. You
and business conditions; our business strategy for expanding our measures. sell or the solicitation of an offer to buy any securities of the must exercise caution in relying on this information and should
presence in our industry; our expectations of revenue; operating Company, nor shall there be any sale of any securities of the not draw any inferences from this information regarding financial
costs and profitability; our expectations regarding our strategy Celsius uses Adjusted EBITDA, Adjusted EBITDA Margin, and Company in any state or jurisdiction in which such offer, or operating data not provided. We cannot assure you that these
and investments; our ability to successfully integrate business Adjusted diluted earnings per share for operational and financial solicitation or sale would be unlawful prior to registration or preliminary estimated results will not differ materially from the
that we may acquire, including our pending acquisition of Alani decision-making and believes these measures are useful in qualification under the securities laws of any such state or information reflected in Alani Nu’s final financial statements for
Nutrition LLC (“Alani Nu”); our ability to achieve the benefits that evaluating its performance because they eliminate certain items jurisdiction. the year ended December 31, 2024. These preliminary estimates
we expect to realize as a result of our acquisitions, including Alani that management does not consider indicators of Celsius’ should not be viewed as substitutes for Alani Nu’s audited
Nu; the potential negative impact on our financial condition and operating performance. Adjusted EBITDA, Adjusted EBITDA Industry and Market Data consolidated financial statements prepared in accordance with
results of operations if we fail to achieve the benefits that we Margin, and Adjusted diluted earnings per share may also be used Unless otherwise indicated, information contained in this GAAP. In addition, they are not necessarily indicative of the results
expect to realize as a result of our business acquisitions, including by many of Celsius’ investors, securities analysts, and other presentation concerning our industry, competitive position and the to be achieved in any future period.
Alani Nu; liabilities of the businesses that we acquire that are not interested parties in evaluating its operational and financial markets in which we operate is based on information from
known to us; our expectations regarding our business, including performance across reporting periods. Celsius believes that the independent industry and research organizations, other third-
market opportunity, consumer demand and our competitive presentation of Adjusted EBITDA, Adjusted EBITDA Margin, and party sources and management estimates. Management
2
JOHN
FIELDLY
THEMES
5
AT A GLANCE
PREMIUM BRAND | FUNCTIONAL INGREDIENTS | ZERO SUGAR
NOTES: 1 Circana ,TOTAL U.S. MULO+ W/C Full Year 2024 RTD Energy Ended 12.29.24 6
2024 TOTAL BRAND RANKS
$ Retail Sales $ Retail Sales Chg.
Rank Trademark Year Founded
(Billions) YoY (Billions)
BEVERAGE
2 $8.37 $0.41 1987
BRAND
4 $6.33 ($0.02) 2002
8
BACKED BY SCIENCE
PREMIUM BRAND I FUNCTIONAL INGREDIENTS I ZERO SUGAR
VITAMIN B
IN CONJUNCTION WITH MODERATE FITNESS
ACTIVITY, CELSIUS IS CLINICALLY PROVEN TO:
VITAMIN C
• Accelerate Metabolism • Burns Calories & Body Fat
CHROMIUM
9
OVER THE LAST 20 YEARS...
MORE CONSUMERS ARE RAPIDLY SEEKING
20 years ago
Male dominated Gender balanced
Niche Mainstream
10
THE ENERGY DRINK
CATEGORY GROWTH SUGAR FREE HAS
U.S. RETAIL ENERGY DRINK SALES OUTPACED SUGAR
$11.1B $10.7B $11.2B
$11.7B
OVER THE PAST FIVE
YEARS…
$10.3B
$9.8B
$8.8B $8.6B
$7.1B
$5.6B
20.6% 23.1%
2.5% 5.8% 11.7%
Sugar Sugar Sugar Sugar Sugar Sugar Sugar Sugar Sugar Sugar
Free Free Free Free Free
2020 2021 2022 2023 2024
Sugar Energy Celsius Share of Sugar Free Energy Rest of Sugar Free Energy
NOTES: Circana Total U.S. MULO+ W/C ANNUAL RTD ENERGY $ SALES ENDED 12.29.24 11
ENERGY DRINK CATEGORY
CELSIUS RETAIL SALES ACROSS TRACKED CHANNELS1 CELSIUS CONTRIBUTION TO CATEGORY GROWTH BY YEAR2
(MULO+ W/C | BILLIONS) (MULO+ W/C)
100.0%
$2.70
90.0%
$2.21 80.0%
70.0%
60.0%
50.0%
40.0%
$1.01
30.0%
32.2%
30.3%
20.0% 24.8%
$0.41
$0.14 10.0%
9.9%
4.3%
0.0%
2020 2021 2022 2023 2024 2020 2021 2022 2023 2024
NOTES: 1 Circana U.S. MULO+ W/C, RTD Energy full years 2019-2024, ended 12/29/24 2. Circana U.S. MULO+ W/C, RTD Energy full years 2019-2024, ended 12/29/24
12
STRONG COMPETITIVE
ADVANTAGES
1 Function, backed by science
U N D E R P I N N E D B Y O P E R AT I O N A L E X C E L L E N C E
14
PEOPLE
15
PLACES
16
OFTEN
Position our products to be consumed across a wide range of
day parts and occasions beyond traditional energy drink usage
17
CELSIUS
CREATING A LEADING BETTER-FOR-YOU, FUNCTIONAL LIFESTYLE PLATFORM
18
ALANI NU
GROWING, PROFITABLE HEALTH & WELLNESS LIFESTYLE BRAND WITH
DIVERSE FUNCTIONAL PORTFOLIO & LOYAL FEMALE FOLLOWING
Energy-led
portfolio
driving 80%+
of sales
20
PLATFORM AT THE INTERSECTION OF CONSUMER MEGATRENDS
~$2bnSales Platform1
16%
Category Share2
39%
51%
2024 Tracked Retail Sales ($ in billions)
$2.7 $8.4 $0.8 $0.8 $0.7 $0.6 $0.5 $6.3 $0.7 ~1,220+ BPS
share gain
2024 YoY Growth (%) 2020 2024
22% 5% 64% 25% 16% 4% 3% (0%) (9%)
SOURCE: Circana, Euromonitor, Company information 3. Euromonitor as of February 2025, Global Energy Drink Category
NOTES: Excludes brands with less than $500mm in tracked retail sales in 2024 based on Circana data; Third-party brand names, logos, and trademarks appearing in 4. 2024 Household penetration for the RTD Energy category based on Circana MULOC syndicated panel data LTM as of January 2025
this presentation are the property of their respective owners. Their use is for informational and comparative purposes only and does not imply endorsement, 5. Based on Circana US MULOC RTD Energy
affiliation, or sponsorship by or with Celsius Holdings, Inc.
1. Combined company Pro-Forma 2024 sales based on Circana, MULO+ W/C RTD Energy
2. Combined company Pro-Forma category share based on Circana, MULO+ W/C RTD Energy LTM as of February 2025 22
ENERGY & BEYOND
2
BEYOND RTD
15.8 SHARE
NOTES:
1. Circana U.S. MULO+ W/C, RTD Energy L4W ended 1/26/25
2. Celsius announced agreement to acquire Alani Nu on February 20, 2025. Closing is currently expected in Q2, subject to regulatory approval and other customary closing conditions.
23
THESIS
1 A leading portfolio of premium, lifestyle energy & hydration beverages with strong &
growing consumer demand for functional & better-for-you, sugar-free energy solutions
3 Robust brand equity & awareness with opportunities to expand, driven by targeted
marketing initiatives & a loyal consumer base
4 Clear path to drive incremental revenue & profit growth through more people, more
places, more often strategy
5 Strong financial profile with a well-capitalized balance sheet, enabling sustained organic
growth, strategic vertical integration, technological advancements & value-accretive
acquisitions
24
KYLE
WATSON
MARKETING
LIVE FIT IN
WE DO 2 0 2 5 A N N U A L O P E R AT I N G P L A N
REPLACE WITH NEW
|
IMAGE
MARKETING
CONSUMER
• GENDER BALANCED1
• 54% Female | 46% Male
• MORE ONLINE1
NOTES:
1. Yougov Celsius Current Consumer Panel
2. Circana Syndicated Omnichannel Panel SS ENERGY DRINKS NON-ASEPTIC L52W Ended 12.29.24
3. Mintel Energy Drinks Report 2024
27
ARE LOYAL
REPEAT
+1.5M -1.2M
BUYERS
V YA
SOURCE: Circana Syndicated Omnichannel Panel SS ENERGY DRINKS NON-ASEPTIC L52W Ended 12.29.24
Third-party brand names, logos, and trademarks appearing in this presentation are the property of their respective owners. Their use is for informational and
comparative purposes only and does not imply endorsement, affiliation, or sponsorship by or with Celsius Holdings, Inc.
28
DEMAND
GENERATION, ENGAGEMENT
AND POWERFUL BRAND
GROWTH
SOCIAL MEDIA
TOTAL FOLLOWERS
29
AUDIENCE IS GROWING
MILLENNIALS AND GEN Z ARE BUYING
ENERGY BUYERS - GENERATION Z+MILLENIALS
(MONTHLY R52W)
36,600,000
36,500,000
36,400,000
36,300,000
36,200,000
36,100,000
36,000,000
35,900,000
35,800,000
35,700,000
35,600,000
35,500,000
1/1/2024
2/1/2024
3/1/2024
4/1/2024
5/1/2024
6/1/2024
7/1/2024
8/1/2024
9/1/2024
11/1/2023
12/1/2023
10/1/2024
11/1/2024
12/1/2024
SOURCE: Circana Total U.S. Panel Data, SS ENERGY DRINKS NON-ASEPTIC L52W Ended 12.29.24
30
TO
INCREASE BRAND
AWARENESS LEVERAGE TARGETED MARKETING STRATEGIES
TO BROADER CONSUMER BASE
80
70
CONTINUE TO UTILIZE STRONG BRAND AFFINITY
60
50
INCREASE PRESENCE IN FOOD SERVICE &
40
ALTERNATIVE CHANNELS
30
20
10
0
COMPETITOR
AVERAGE*
SOURCE: Yougov Brand Index Beverages Sector Moving Avg L28 Days Ended 2.11.25
*Competitors include Red Bull and Monster
31
DEMOGRAPHICS, EXPECTED
TO DRIVE INCREMENTAL CATEGORY GROWTH
TARGET AUDIENCE TARGET AUDIENCE
AESTHETIC AESTHETIC
32
STRATEGY
33
PEOPLE
ACQUIRING NEW USERS TO OUR BRAND & THE CATEGORY, INCLUDING GEN Z, MILLENNIAL & HISPANIC AUDIENCES
34
PLACES
SHOWING UP IN PLACES & SPACES WHERE OUR CORE AUDIENCE TARGETS ARE
35
OFTEN
BUILDING CONSUMER RELEVANCE & EXCITEMENT THROUGH MORE CONSUMPTION OPPORTUNITIES
SIGNIFICANT WHITESPACE FOR FURTHER INNOVATION IN ADJACENT CATEGORIES WITHIN AND BEYOND RTD
37
JARROD
LANGHANS
More People: Attracting new consumers into the
IS DRIVING
energy drink category and converting existing energy
users to Celsius
SHAREHOLDER
More Places: Expanding product availability
39
EXCELLENCE
Boosted innovation and production capabilities with the
acquisition of Big Beverages Contract Manufacturing in Nov. 2024
40
TERMS - ALANI NU
REPRESENTS ATTRACTIVE VALUATION OF LESS THAN 3x ALANI NU 2024A REVENUE AND
APPROXIMATELY 12x FULLY SYNERGIZED ALANI NU 2024A ADJUSTED EBITDA1
Leadership continuity with TSA and consulting agreements in place at closing to help ensure a seamless
integration process
~8.7% PRO-FORMA OWNERSHIP SUBJECT TO LOCK-UP AGREEMENT, ALIGNING LONG-
TERM INTERESTS TO DRIVE FUTURE GROWTH AND VALUE CREATION
Expected to be accretive to Cash EPS in the first full year with enhanced scale and growth algorithm
alongside meaningful cost synergies
Modest pro-forma net leverage with significant cash on balance sheet and strong cash flow generation to
preserve optionality and drive continued growth investment
~1.0x PF NET LEVERAGE2 WITH ~$500MM PF CASH ON BALANCE SHEET WITH STRONG
CASH FLOW GENERATION TO SUPPORT DELEVERAGING
SOURCE: Company information
NOTES: Represents preliminary, unaudited 2024 Alani financials; Please see “Use of Non-GAAP Measures” and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, both of which can be found in the appendix
1. Based on 2024A Alani Nu Adjusted EBITDA including estimated run-rate cost synergies of $50 million to be achieved over 2-years post-close (excluding cost to achieve) and purchase price net of ~$150 million tax benefit step-up (net present value)
2. Based on 2024A combined company Pro-Forma Adjusted EBITDA including estimated run-rate cost synergies of $50 million (excluding cost to achieve). Excludes transaction fees & expenses
41
EPS ACCRETIVE IN YEAR ONE WITH MEANINGFUL SYNERGY OPPORTUNITY
$1.4
$256
Anticipated
Significant
Acceleration of Cash Flow
Topline Growth Generation
Profile
CAPITAL
& cement a foundation for sustainable
growth
ALLOCATION
2 MAINTAIN STRONG
BALANCE SHEET &
DEBT PAYDOWN
• Robust liquidity position with pro-forma
net leverage of approximately 1.0x &
ample cash on the balance sheet post-
Alani Nu transaction1
• Strong cash flow management with goal
of reducing leverage
3
• Evaluate potential opportunities with
OPPORTUNISTIC strategic & financial discipline, ensuring
M&A strong value creation opportunities
This pro forma financial information reflects Celsius’ pending acquisition of Alani Nu as if the transaction (the “Transaction”) had occurred on January 1, 2024. This pro forma financial
information does not reflect the completion of the Transaction or Celsius’ capital structure following the completion of the Transaction and is not indicative of results that would have been
reported had the Transaction occurred as of January 1, 2024. This information is only a summary and should be read in conjunction with the information included in the section entitled
“Forward-Looking Statements” and Celsius historical financial information included in its earnings press release for the quarter and year ended December 31, 2024, and in Celsius’ filings with
the Securities and Exchange Commission.
The summary historical and unaudited pro forma condensed consolidated financial information that follows is presented for informational purposes only and is not intended to represent or be
indicative of the consolidated results of operations or financial position that would have been reported had the Transaction been completed as of January 1, 2024, and should not be taken as
representative of Celsius’ future consolidated results of operations or financial position had the Transaction occurred as of such date. These estimates are based on financial information
available at the time of the preparation of this press release. Based on the timing of the closing of the Transaction and other factors, Celsius cannot assure you that the actual adjustments will
not differ materially from the pro forma adjustments reflected in the summary unaudited pro forma combined financial information. It is expected that, following the consummation of the
Transaction, we will incur non-recurring expenses associated with the Transaction and integration of the operations of Alani Nu. These expenses and integration costs are not reflected in this
summary unaudited pro forma condensed consolidated financial information.
47
PRO-FORMA EBITDA
SCHEDULE Twelve months ended
12/31/2024
(In thousands) Celsius Alani Combined 1 Selling, general and administrative expenses related to employee non-cash stock-based
Net Income (GAAP Measure) with buy-side adj $ 145,074 $ 68,091 $ 213,165 compensation expense. Stock-based compensation expense consists of non-cash charges for the
Add back / (Deduct): estimated fair value of unvested restricted share unit and stock option awards granted to employees
Net interest (income) expense (39,263) 4,867 (34,396) and directors. The Company believes that the exclusion provides a more accurate comparison of
operating results and is useful to investors to understand the impact that stock-based
Provision for income taxes 49,976 1,659 51,635 compensation expense has on its operating results.
Depreciation and amortization expense 7,274 5,559 12,833 2 Distributor termination represents reversals of accrued termination payments. The unused funds
Non-GAAP EBITDA 163,061 80,176 243,237 designated for termination expense payments to legacy distributors were reimbursed to Pepsi for
the quarter ended June 30, 2023.
Stock-based compensation1 19,591 - 19,591 3 2024 accrued expense for estimated liability in connection with an ongoing litigation during the
Foreign Exchange 1,734 - 1,734 quarter ended December 31, 2024. 2024 accrued expense for SEC settlement during the quarter
ended December 31, 2024. 2023 legal class action settlement pertained to the McCallion vs
Distributor termination2 - 2,911 2,911
Celsius Holdings class action lawsuit, which the company settled during the quarter ended June 30,
Legal Settlements Costs3 54,005 2,960 56,966 2023.
4 Reorganization costs represent international re-alignment costs incurred during the quarter ended
Reorganization cost4 5,965 - 5,965
December 31, 2024.
Acquisition Costs5 2,008 - 2,008 5 Acquisition costs include fees for Professional services received during the fourth quarter ended
The company reports financial results in accordance with generally accepted accounting principles in the United States (“GAAP”), but management believes that disclosure of Adjusted EBITDA, a non-GAAP financial
measures that management uses to assess our performance, may provide users with additional insights into operating performance. See “Use of Non-GAAP Measures” above 48
($ in thousands)
VALUATION METRICS
12x fully synergized 2024A adjusted EBITDA <3x 2024A Revenue Pro Forma net leverage
The company reports financial results in accordance with generally accepted accounting principles in the United States (“GAAP”), but management believes that disclosure of Adjusted EBITDA, a non-GAAP financial
measures that management uses to assess our performance, may provide users with additional insights into operating performance. See “Use of Non-GAAP Measures” above 49