Suja Life Inc.

06/09/2026 | Press release | Distributed by Public on 06/09/2026 15:05

Quarterly Report for Quarter Ending March 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis reflects our historical results of operations and financial position, and, except as otherwise indicated below, does not give effect to the Organizational Transactions, the IPO, the use of proceeds therefrom or any other items in connection therewith. This discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to our management. Actual results could differ materially from those discussed or implied by the forward-looking statements,as a result of various factors including those discussed below and in the section entitled "Forward-Looking Statements" included in this Quarterly Report on Form 10-Q and the sections entitled "Forward-Looking Statements" and "Risk Factors" included in the Prospectus in connection with our IPO. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Unless otherwise noted, any reference to a year preceded by the word "fiscal" refers to the fiscal year ended the Monday closest to December 31 for that year. For example, references to "fiscal 2025" refer to the fiscal year ended December 29, 2025 and references to "fiscal 2024" refer to the fiscal year ended December 30, 2024.
Overview
Suja Life is a modern beverage platform at the forefront of one of the most powerful consumer transformations of our time: the shift toward functional, better-for-you beverages. We operate at the intersection of health, taste, and trust, offering cold-pressed juices, wellness shots, and functional sodas that have become an essential part of consumers' everyday routines. Our three brands - Suja Organic, Vive Organic, and Slice - form a complementary portfolio that reaches consumers across multiple beverage occasions.
Our recent historical performance demonstrates our ability to deliver consistent growth through a balanced and disciplined approach. For the three months ended March 30, 2026, net sales were $107.1 million, an increase of $19.7 million, or 22.5%, from $87.4 million for the three months ended March 31, 2025. Net income was $7.7 million for the three months ended March 30, 2026, representing a margin of 7.2% and an increase of $8.5 million, from a net loss of $(0.8) million for the three months ended March 31, 2025. Adjusted EBITDA was $25.0 million for the three months ended March 30, 2026, representing a margin of 21.9% and an increase of $10.0 million, or 66.3%, from $15.0 million for the three months ended March 31, 2025. See the section entitled "- Non-GAAP Financial Measures - EBITDA, Adjusted EBITDA, EBITDA margin and Adjusted EBITDA margin" below for the definition of Adjusted EBITDA and Adjusted EBITDA margin, as well as a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure stated in accordance with GAAP.
Going forward, we believe our portfolio of brands, innovation leadership, operational excellence, and strong retail partnerships position us to continue to capture disproportionate growth as functional beverages transition from early adoption to mainstream consumption.
Recent Developments
Initial Public Offering
On May 8, 2026, we consummated our IPO of 8,888,889 shares of our Class A common stock at a public offering price of $21.00 per share, resulting in proceeds to us of approximately $173.6 million, less $13.1 million of underwriting discounts and commissions but before offering expenses payable by us.
In connection with the IPO, the Company completed the Organizational Transactions described under Note 15, Subsequent Events, of the condensed consolidated financial statements and related notes of Suja Life, Inc. included in this Quarterly Report on Form 10-Q.
As a result of the IPO, we will incur additional compensation related costs associated with modifications to incentive units outstanding prior to the IPO, and the issuance of (i) new performance-based restricted stock, (ii) performance-based restricted stock units and (iii) time-based restricted stock units under the Suja Life, Inc. 2026 Omnibus Incentive Plan (the "Omnibus Plan") to certain of our employees and directors. These actions are described in more detail in the Prospectus.
Segments
We have two reportable segments: Suja Core and Emerging Brands. Suja Core primarily produces and distributes cold-pressed juices and wellness shots. Suja Core reflects the financial results of Suja Organic's and Vive Organic's operations. Emerging Brands consists of recently acquired or launched brands and products that are still in the early stages of revenue scale, market development, or distribution build-out.
The Emerging Brands segment began producing and distributing products in December of fiscal 2024. For the three months ended March 30, 2026 and March 31, 2025, Emerging Brands' products consist of healthy functional sodas sold under the Slice brand.
Key Factors Affecting Our Performance
We believe that the performance of our business and our future success depend upon several critical factors. While each presents significant opportunities, they also pose important challenges that we must successfully address to sustain growth and improve our results of operations.
Accelerating Adoption of Better-For-You Products
Consumer adoption of natural healthy beverages is accelerating as wellness becomes a universal priority. According to a Company survey, approximately 80% of consumers are constantly seeking beverages that are healthier, 82% of consumers want beverages with lower sugar, 90% of consumers desire additional functional benefits from their beverages, and 77% of consumers are willing to pay more for "beverages that are better for them," demonstrating significant demand for wellness solutions.
We believe we have substantial opportunity to expand our consumer base and increase purchase frequency through broader distribution, optimized retail placement, and elevated marketing efforts that communicate our functional benefits to target consumers. We believe targeted marketing investments can effectively capture this demographic and drive accelerated household adoption.
Increasing Velocity Through User Growth and Purchase Frequency
Our growth strategy focuses, in part, on both expanding our user base and increasing the frequency with which existing consumers purchase our products. As consumers integrate functional beverages into their daily wellness routines, purchase occasions multiply across different dayparts and use cases. We are driving velocity growth through product innovation that creates new consumption occasions, strategic merchandising that increases visibility at retail, and consumer education that reinforces habitual usage patterns. Our role as category captain enables us to optimize shelf placement and promotional strategies that drive trial and repeat purchase. Additionally, our multi-brand portfolio allows us to drive cross-purchase of brands as consumers select products and brands aligned with their specific wellness needs.
Continued Expansion of Our Retail Distribution Footprint
We have significant opportunity to increase distribution reach and make our products more readily accessible by driving store penetration in existing channels and expanding into new retail formats. We maintain deep relationships with several of the largest retailers in grocery, mass, natural, and club channels, and we believe substantial runway exists to deepen our portfolio offerings within these existing customers.
Beyond current retail partners, we are increasing our distribution breadth. Within new channels, we see significant whitespace in convenience stores and the broader away-from-home category. We are executing a convenience store penetration strategy with distribution wins at key national chains. Similarly, we currently have limited presence in away-from-home channels including college campuses, fitness facilities, and airports. We believe our functional benefits align strongly with on-the-go consumer behaviors and position us to penetrate and outperform in these high-frequency, impulse-driven retail environments.
Innovation Leadership Creating New Category Opportunities
Our success depends on maintaining innovation leadership that anticipates and addresses evolving consumer wellness needs. We take a highly focused, data-driven approach to product development, identifying opportunity areas based on consumer preferences and category insights derived from our advanced analytics capabilities.
Our innovation efforts focus on three strategic priorities: enhancing formulations and nutritional profiles of existing products, creating new offerings within established categories, and expanding into adjacent wellness segments such as our endeavor with Slice. We continue investing in innovation across our portfolio, with 22.5% of net sales growth for the three
months ended March 30, 2026, when compared to the three months ended March 31, 2025 coming from our new SKUs. Our vertically integrated manufacturing platform enables rapid innovation cycles, bringing new products to market in weeks rather than months while maintaining superior quality standards. This speed-to-market advantage allows us to capitalize on emerging wellness trends ahead of competitors.
Strategic M&A Accelerating Platform Growth
We have established ourselves as a strategic acquirer of choice in the NHB market, with a demonstrated track record of identifying and integrating premium brands that benefit from our platform capabilities. Our acquisition strategy focuses on brands with strong consumer loyalty, differentiated positioning, and proven product-market fit that can leverage our manufacturing scale, distribution relationships, and category insights to accelerate growth while improving margins.
With a fragmented market of emerging wellness brands seeking scale and operational expertise, we are well-positioned to continue consolidating the space through strategic, accretive acquisitions. Our platform approach - combining manufacturing capacity, distribution reach, category insights, and marketing capabilities - creates substantial value for acquired brands while strengthening our competitive position and expanding our addressable market opportunity.
We strive for successfully integrated businesses complementary to our own, such as Vive Organic, to increase both our distribution reach and our product capabilities. We continuously evaluate acquisitions and intend to further pursue targeted acquisitions that complement our product capabilities or provide us access to new markets. We have previously made and intend to continue to make acquisitions with the objective of enhancing our human capital, product capabilities, entering natural adjacencies, and expanding geographic footprint. Our ability to successfully pursue strategic acquisitions is dependent upon a number of factors, including sustained execution of a disciplined and selective acquisition strategy and our ability to effectively integrate targeted companies or assets and grow our business. We do not have agreements or commitments for any significant acquisitions at this time.
Economic Conditions
Consumer demand for our products is sensitive to a number of factors that influence consumer confidence and spending, such as general economic conditions, consumer disposable income, recession and fears of recession, unemployment, minimum wages, inflation, consumer confidence in future economic conditions and political conditions, and consumer perceptions of personal well-being and security. Consumer preferences tend to shift to lower-cost alternatives during recessionary periods and other periods in which disposable income is adversely affected. Functional and other specialty beverages in particular may be more susceptible to discretionary consumer spending levels.
Impact of Seasonality
Seasonality has not had and is not expected to have a significant impact on our results of operations.
Components of Our Results of Operations
Net Sales
We generate sales through the sale of functional and health-focused beverages. Our sales are predominantly made to retailers or distributors for final sale to consumers through retail channels, which include sales to traditional brick and mortar and online retailers. We also offer our products through our own website.
We offer sales incentives to our customers that are designed to support the distribution of our products to consumers. These incentives include discounts, trade promotions and price allowances. These amounts are deducted from gross sales to arrive at our net sales.
We have experienced substantial growth in net sales since inception. The following factors and trends in our business have driven net sales growth over this period and are expected to continue to be key drivers of our net sales growth for the foreseeable future:
•increasing sales velocity across all channels by increasing awareness, trial, and adoption of our products. Our investments in marketing and advertising help to drive awareness and trial across all points of sale;
•expanding of our retailer and distribution network across new and existing channels;
•focusing on product innovation by improving the formulations and nutrition of our existing products, creating new products within our existing categories, and expanding into new product categories; and
•continuing to assess accretive M&A opportunities to accelerate category leadership and expand reach into complementary, high growth markets.
Cost of Sales
Cost of sales includes raw materials, direct and indirect labor and other costs associated with production, such as inbound freight and plant expenses, depreciation, and amortization expense. Cost of sales are impacted by macroeconomic factors including, but not limited to, inflationary pressures and tariffs.
Gross Profit
Gross profit is net sales less cost of sales. Gross profit has been, and will continue to be, affected by various factors, including the mix of products we sell, the channel through which we sell our products, the promotional environment in the marketplace, manufacturing costs, commodity prices and freight rates.
Operating Expenses
Operating expenses include marketing expenses, sales expenses, amortization expenses, and general and administrative expenses. Selling and marketing expenses consist primarily of costs incurred marketing and ensuring on-shelf availability of our products and are primarily driven by investments to grow our business and acquire and retain customers. General and administrative expense includes payroll, employee benefits, incentive unit compensation, finance, information technology, human resources and other administrative-related personnel, as well as general overhead costs of the business, including research and development for new innovations, rent and related facilities and maintenance costs, freight costs, depreciation and amortization and legal, accounting and professional fees. We expect operating expenses to increase in the future as we continue to scale our operations to meet our product demand, continue to build our product portfolio, and add personnel to our sales and marketing organization. We also expect to incur additional costs associated with operating as a public company, including increased expenses related to legal, audit, accounting, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance costs, investor and public relations costs, and other administrative and professional services.
Interest Expense
Interest expense consists of interest on our financing arrangements as well as any related deferred financing costs and discounts being expensed over the life of such financing arrangements. We expect interest expense to decrease in future proceeds as we repay certain of our indebtedness with the proceeds from this offering.
Provision For (Benefit From) Income Taxes
Provision for (benefit from) income taxes consists primarily of income taxes in U.S. federal, state, and local jurisdictions and certain foreign jurisdictions in which we conduct business.
Results of Operations
Comparison of the Three Months Ended March 30, 2026 and March 31, 2025
The following table summarizes our unaudited condensed consolidated statements of operations for each of the periods indicated. The comparisons of our historical results are not necessarily indicative of the results that may be expected in the future, and the quarter-to-quarter comparisons are not necessarily indicative of the results to be expected for the full year or any other period. Our operations are primarily driven by the Suja Core segment given that the Emerging Brands segment has not yet had a significant impact on our overall business performance.
Three Months Ended Change Change
($ in thousands) March 30, 2026 March 31, 2025 ($) (%)
Net sales $ 107,058 $ 87,363 19,695 22.5 %
Cost of sales (52,943) (43,825) (9,118) 20.8 %
Gross profit 54,115 43,538 10,577 24.3 %
Operating expenses (37,835) (36,046) (1,789) 5.0 %
Income from operations 16,280 7,492 8,788 117.3 %
Other income (expense), net (9) 42 (51) *
Interest expense (7,472) (7,446) (26) 0.4 %
Income before taxes 8,799 88 8,711 *
Provision for income taxes (1,065) (880) (185) 21.0 %
Net income (loss) $ 7,734 $ (792) 8,526 1076.6 %
Adjusted EBITDA $ 25,022 $ 15,049 9,973 66.3 %
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*Not meaningful
Net Sales
The following table provides a comparative summary of the Company's net sales:
Three Months Ended Change Change
($ in thousands) March 30, 2026 March 31, 2025 ($) (%)
Net Sales
Suja Core $ 104,945 $ 86,413 18,532 21.4 %
Emerging Brands 3,024 2,156 868 40.3 %
Elimination of intersegment revenue (911) (1,206) 295 -24.5 %
Total net sales $ 107,058 $ 87,363 19,695 22.5 %
On a consolidated basis, net sales increased by $19.7 million, or 22.5% to $107.1 million for the three months ended March 30, 2026, from $87.4 million for the three months ended March 31, 2025. The increase in net sales was primarily driven by higher volumes within the Suja Core Segment and Emerging Brands Segment due to increased consumer demand.
Suja Core Segment
Net sales for Suja Core were $104.9 million for the three months ended March 30, 2026, an increase of $18.5 million, or 21.4%, from $86.4 million for the three months ended March 31, 2025. This increase was primarily driven by an 8.3% increase in selling units shipment volume attributable to growth in Suja Single Serve Juice and Suja and Vive Shots, and reflecting expanded distribution of new products, improved consumer takeaway across several key retail customers, and more effective promotional execution with key retailers. Additionally, net sales was slightly higher due to favorable shipment timing, as fewer shipments were in-transit as of the three months ended March 30, 2026, compared to the three months ended March 31, 2025. In addition, multi-pack consumer purchases, particularly within the Suja and Vive Shots portfolio, grew at a faster rate than single-serve purchases, contributing to net sales growth exceeding selling unit volume growth. This favorable product mix shift also resulted in an increase in average net sales per selling unit.
Emerging Brands Segment
Net sales for Emerging Brands were $3.0 million for the three months ended March 30, 2026, an increase of $0.9 million, or 40.3%, from $2.2 million for the three months ended March 31, 2025. This increase was primarily driven by a 143.0% increase in selling units shipment volume, reflecting expanded distribution for new products and improved consumer takeaway across several key retail customers. During the period, marketing initiatives centered on consumer sampling and trial generation, which contributed to stronger growth in single-serve selling unit purchases compared to multi-pack purchases. As a result, selling unit volume growth outpaced net sales growth.
Cost of Sales and Gross Profit
Three Months Ended Change Change
($ in thousands) March 30, 2026 March 31, 2025 ($) (%)
Cost of sales
Suja Core $ (51,497) $ (42,455) (9,042) 21.3 %
Emerging Brands (1,446) (1,370) (76) 5.5 %
Total cost of sales $ (52,943) $ (43,825) (9,118) 20.8 %
Gross Profit
Suja Core $ 53,448 $ 43,958 9,490 21.6 %
Emerging Brands 1,578 786 792 100.8 %
Elimination of intersegment revenue (911) (1,206) 295 -24.5 %
Total gross profit $ 54,115 $ 43,538 10,577 24.3 %
Gross margin (percentage of net sales)
Suja Core 50.9 % 50.9 % - %
Emerging Brands 52.2 % 36.5 % 15.7 %
Total gross margin 50.5 % 49.8 % 0.7 %
Cost of Sales
On a consolidated basis, cost of sales increased $9.1 million, or 20.8%, to $52.9 million for the three months ended March 30, 2026, from $43.8 million for the three months ended March 31, 2025.
Suja Core Segment
The increase was driven by a $9.0 million increase of Suja Core cost of sales. Suja Core cost of sales increased as a result of the 8.3% growth in selling units shipment volume. Slightly higher input and logistics costs were offset by operational efficiency gains, favorable absorption, and favorable package mix. Suja Single Serve Juice and Suja and Vive Shots have lower manufacturing and packaging costs than Suja Multi Serve.
Emerging Brands Segment
Cost of sales for Emerging Brands was $1.4 million for both the three months ended March 30, 2026 and March 31, 2025. Emerging Brands cost of sales remained the same as lower finished goods costs, driven by the absence of one-time startup costs incurred in fiscal 2025 and reduced input costs from sourcing efficiencies, offset cost increases associated with increased net sales.
Gross Profit
On a consolidated basis, gross profit increased by $10.6 million, or 24.3% to $54.1 million for the three months ended March 30, 2026, from $43.5 million for the three months ended March 31, 2025.
Suja Core Segment
The $9.5 million increase was driven by an increase in Suja Core selling units volume, improved absorption from higher production volume, and more favorable product mix given Suja and Vive Shots have lower manufacturing and packaging costs compared to Suja Single Serve and Suja Multi Serve. Gross margin remained unchanged at 50.9% for both the three months ended March 30, 2026 and March 31, 2025.
Emerging Brands Segment
The $0.8 million increase was driven by growth in Emerging Brands selling units volume from increased distribution and improved consumer takeaway. The average cost of sales per selling unit decreased 70%% from favorable package mix, sourcing efficiencies, and one-time startup costs incurred in fiscal 2025 that were not repeated in fiscal 2026, resulting in a gross margin increase to 52.2% for the three months ended March 30, 2026, compared to 36.5% for the three months ended March 31, 2025.
Operating expenses
Three Months Ended Change Change
($ in thousands) March 30, 2026 March 31, 2025 ($) (%)
Operating expenses $ (37,835) $ (36,046) (1,789) 5.0 %
Operating expenses for the three months ended March 30, 2026 were $37.8 million, an increase of $1.8 million, or 5.0%, from $36.0 million for the three months ended March 31, 2025.
This increase in operating expenses was primarily due to a $1.6 million increase in freight expenses, driven by increases in carrier rates and increased shipments to a key customer with a freight allowance within the Suja Core segment. The remaining $0.2 million relates to a $0.3 million increase in administrative, sales, payroll, and other operating expenses primarily relating to the Suja Core segment, offset by a $0.1 million decrease in marketing spend relating to general advertising, branding, shopper marketing, samples, and field marketing. Of the decrease in marketing spend, $0.7 million relates directly to the Emerging Brands segment, offset by a $0.6 million increase in marketing spend within the Suja Core segment.
Interest Expense
Interest expense was $7.5 million for the three months ended March 30, 2026 compared to $7.4 million for the three months ended March 31, 2025, an increase of $0.1 million. Interest expense remained relatively consistent between periods due to stable average outstanding borrowings and weighted-average interest rates.
Adjusted EBITDA
Adjusted EBITDA for the three months ended March 30, 2026 was $25.0 million, an increase of $10.0 million, or 66.3%, from $15.0 million for the three months ended March 31, 2025.
Suja Core Segment
Suja Core Segment Adjusted EBITDA for the three months ended March 30, 2026 was $26.9 million, an increase of $8.1 million, or 43.4%, from $18.8 million for the three months ended March 31, 2025. The increase in Suja Core Adjusted EBITDA was driven by an increase in gross profit of $9.5 million, or 21.6%, as described above, offset by a $1.4 million increase in other segment items. Other segment items include personnel costs comprised of sales commissions and bonuses, logistical costs to distribute products, and other general and administrative costs.
Emerging Brands Segment
Emerging Brands Segment Adjusted EBITDA loss for the three months ended March 30, 2026 was $(1.9) million, compared to $(3.7) million for the three months ended March 31, 2025, with the loss decreasing by $1.8 million period over period. The decrease in loss was driven by an increase in gross profit of $0.8 million, as described above, and a $1.0 million decrease in other segment items.
Provision for Income Taxes
We recorded a tax provision of $1.1 million three months ended March 30, 2026, compared to a tax provision of $0.9 million for the three months ended March 31, 2025. The increase in the tax provision was primarily due to the increase in net income attributable to Vive Buyer, Inc.
Non-GAAP Financial Measures
We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results, and provides additional insight and transparency into how we evaluate the business. We use non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. We believe the non-GAAP measures should always be considered along with, and not as substitutes for, the related GAAP financial measures. These non-GAAP financial measures have limitations, including that they may be calculated differently by other companies, including companies in our industry, or
may be used under different circumstances or for different purposes, thereby affecting their comparability from company to company. Our non-GAAP financial measures should not be considered in isolation or as alternatives to gross profit, income from operations, net cash provided by (used in) operating activities or any other measure of financial performance calculated and presented in accordance with GAAP. We have provided the reconciliations between the GAAP and non-GAAP financial measures below.
Our primary non-GAAP financial measures are listed below and reflect how we evaluate our current and prior-period operating results. As new events or circumstances arise, these definitions could change. When the definitions change, we will provide the updated definitions and present the related non-GAAP historical results on a comparable basis.
EBITDA, Adjusted EBITDA, EBITDA margin and Adjusted EBITDA margin
We report our financial results in accordance with GAAP, however, management believes evaluation of operating results may be enhanced by a presentation of EBITDA and Adjusted EBITDA, EBITDA margin and Adjusted EBITDA margin which are non-GAAP financial measures. We define EBITDA as net income (loss) as adjusted to exclude tax expense, net interest expense, and depreciation and amortization. We define Adjusted EBITDA as EBITDA further adjusted to exclude share-based compensation expense, transaction-related costs and adjustments, sponsor fees which will not recur subsequent to our initial public offering, and other non-recurring expenses.
EBITDA and Adjusted EBITDA are two of the key performance indicators we use in evaluating our operating performance and in making financial, operating and planning decisions. In particular, the exclusion of certain expenses in calculating EBITDA and Adjusted EBITDA facilitates operating performance comparability across reporting periods by removing the effect of certain expenses that are non-recurring, non-cash, or expenses that are not part of the Company's core business operations. Accordingly, we believe that these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board. EBITDA margin and Adjusted EBITDA margin are non-GAAP financial measures that represent EBITDA and Adjusted EBITDA divided by net sales for the applicable period, expressed as a percentage. We consider EBITDA margin and Adjusted EBITDA margin to be useful measures in highlighting trends in our business.
We believe it is useful to exclude non-cash charges, such as depreciation and amortization, and share-based compensation because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude tax expense, net interest expense, sponsor management fees and non-routine items, such as transaction costs and certain other non-recurring expenses, as these items are not components of our core business operations. Moreover, EBITDA and Adjusted EBITDA are frequently used by analysts, investors and other interested parties to evaluate companies in our industry.
The following table reconciles EBITDA and Adjusted EBITDA to consolidated Adjusted EBITDA:
Three Months Ended
($ in thousands) March 30, 2026 March 31, 2025
Suja Core Segment Adjusted EBITDA $ 26,895 $ 18,756
Emerging Brands Segment Adjusted EBITDA (1,873) (3,707)
Total Segment Adjusted EBITDA $ 25,022 $ 15,049
The following table reconciles EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable GAAP performance measures:
Three Months Ended
($ in thousands) March 30, 2026 March 31, 2025
EBITDA and Adjusted EBITDA:
Net income (loss) 7,734 (792)
Provision for income taxes 1,065 880
Interest expense 7,472 7,446
Depreciation and amortization 7,178 6,930
EBITDA 23,449 14,464
Incentive unit compensation 140 111
Non-recurring costs (1) 681 131
Sponsor costs (2) 752 343
Adjusted EBITDA 25,022 15,049
Net income (loss) margin 7.2 % (0.9) %
Adjusted EBITDA margin 23.4 % 17.2 %
EBITDA margin 21.9 % 16.6 %
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(1)The three months ended March 30, 2026 consists of one-time costs relating to corporate strategy, executive recruiting and consulting relating to the IPO. The three months ended March 31, 2025 consists of consulting fees related to one-time system improvements, transaction bonuses, and other one-time transition costs.
(2)Includes fees paid in cash to PSP which will not recur subsequent to the IPO.
Liquidity and Capital Resources
General
Suja Life, Inc. is a holding company with no operations of our own, and as such, we will depend on our subsidiaries for cash to fund all of our operations and expenses. We will depend on the payment of distributions by our current and future subsidiaries, including Holdings LP. The terms of the agreements governing our indebtedness, including the first lien credit agreement, dated August 23, 2021 (as amended, the "Credit Agreement"), contain certain negative covenants prohibiting certain of our subsidiaries from making cash dividends or distributions to us or to Holdings LP unless certain financial tests are met. For a discussion of those restrictions, refer to the sections entitled "Description of Certain Indebtedness" and "Risk Factors" included in the Prospectus. We currently anticipate that such restrictions will not impact our ability to meet our cash obligations.
Our primary cash needs are for operating expenses, working capital and capital expenditures to support the growth of our business. Historically, we have financed our operations through sales of equity securities, the issuance of related party notes, and through sales of our products and borrowings under our term loan facilities ("Term Loan Facilities"). As of March 30, 2026, our principal sources of liquidity were cash and cash equivalents totaling $27.4 million which does not include restricted cash, as well as the available balance of our revolving loan facility ("Revolving Credit Facility"). We consider cash equivalents to include only highly liquid investments purchased with a maturity of three months or less. Restricted cash includes certificates of deposit with maturities of six months, which are required collateral for our credit cards. During the three months ended March 30, 2026, our positive cash flow from operations has enabled us to make continued investments in supporting the growth of our business. We expect our operating cash flows to further improve as we increase our operational efficiency and experience economies of scale.
We believe our existing cash and restricted cash, our Revolving Credit Facility and cash provided by sales of our products will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings and the continuing market acceptance of our products. In the future, we may enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in new products, manufacturing or distribution capabilities, this could reduce our ability to compete successfully and harm our results of operations. While we believe our existing cash and restricted cash, our Revolving Credit Facility and cash provided by sales of our products will be sufficient to meet our future working
capital and capital expenditure needs, we can provide no assurance that our liquidity and capital resources will meet future funding requirements.
As a result of our ownership of units in Holdings LP after the IPO, we are subject to U.S. federal, state and local income taxes with respect to our allocable share of any net taxable income of Holdings LP and will be taxed on such income at the applicable corporate tax rates. In addition to tax expenses, we will incur expenses related to our operations, including obligations to make payments under the tax receivable agreement (the "Tax Receivable Agreement") to certain existing direct or indirect owners of Holdings LP, including PSP (such persons, collectively, the "TRA Parties"). The amounts payable, as well as the timing of any payments, under the Tax Receivable Agreement are dependent upon future events and assumptions, including the timing of unit exchanges in Holdings LP, the price of our Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions, the amount of the exchanging Holdings LP unitholder's tax basis in its units of Holdings LP at the time of the relevant exchange, the depreciation and amortization periods that apply to the increase in tax basis, the amount and timing of taxable income we generate in the future, the U.S. federal, state and local income tax rates then applicable and the portion of any payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable, depletable or amortizable tax basis; however, we estimate that such payments may be substantial. We currently anticipate funding any required payments to the TRA Parties under the Tax Receivable Agreement using cash flows generated from our operations. As a result, these payments may reduce the amount of overall cash flow that would otherwise be available to us for other purposes. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, and based on certain assumptions with respect to future exchanges and other items, we expect that future payments under the Tax Receivable Agreement relating to unit exchanges in Holdings LP (either in connection with the IPO or in the future) to be approximately $115.4 million and to range from approximately $0.0 million to $11.1 million per year, with estimated total payments of approximately $143.9 million. Further, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that future payments under the Tax Receivable Agreement relating to the utilization of certain pre-IPO tax attributes acquired in the Organizational Transactions to be approximately $28.4 million and to range from approximately $0.0 million to $2.6 million per year. As a result, we expect that aggregate payments under the Tax Receivable Agreement over this 35-year period will range from approximately $0.0 million to $12.7 million.
The estimates above are based on the initial public offering price of $21.00 per share of Class A common stock. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding Tax Receivable Agreement payments. The foregoing numbers are merely estimates, and the actual payments could differ materially. We expect to fund these payments using cash distributions from Holdings LP. Any payments made by us under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to use.
Indebtedness
Credit Agreement
The Credit Agreement provides for a $120 million initial term loan facility (the "Initial Term Loan Facility") and $25 million Revolving Credit Facility. On December 8, 2021, we entered into a first amendment to the Credit Agreement, providing for certain technical amendments to the Credit Agreement. On October 11, 2022, we entered into a second amendment to the Credit Agreement providing for an additional $42 million second amendment term loan facility (the "Second Amendment Term Loan Facility"). On October 31, 2024, we entered into a third amendment to the Credit Agreement, providing for an additional $112 million third amendment term loan facility (the "Third Amendment Term Loan Facility") and a $15 million increase in the commitments in respect of the Revolving Credit Facility. On January 13, 2026, we entered into a fourth amendment to the Credit Agreement, providing for an additional $15 million fourth amendment delayed draw term loan facility (the "Fourth Amendment Delayed Draw Term Loan Facility"). The Initial Term Loan Facility had an upfront fee discount of 2.0% of the aggregate principal amount of the commitments and 2.0% of the aggregate principal amount of the Revolving Credit Facility as of the borrowing date. The Second Amendment Term Loan Facility had an upfront fee discount of 2.0% of the aggregate principal amount of the commitments under the Second Amendment Term Loan Facility. The Third Amendment Term Loan Facility had an upfront fee discount of 1.50% of the aggregate principal amount of the commitments under the Third Amendment Term Loan Facility. The Fourth Amendment Delayed Draw Term Loan Facility had an upfront fee discount of 0.75% of the aggregate principal amount of the commitments under the Fourth Amendment Delayed Draw Term Loan Facility. All outstanding principal and accrued and unpaid interest on the Term Loan Facilities is due and payable on August 23, 2029. All outstanding principal and accrued and unpaid interest on the Revolving Credit Facility is due and payable on August 23, 2028. All obligations under the
Credit Agreement are secured by first-priority security interests in substantially all of our assets and the assets of our domestic subsidiaries, subject to permitted liens and other exceptions.
Borrowings under the Term Loan Facilities accrue daily interest at a per annum rate equivalent to, (i) a base rate plus the applicable margin set forth below under the caption "Base Rate Loan" or (ii) an adjusted term Secured Overnight Financing Rate ("SOFR") rate plus a term SOFR adjustment equal to 0.10%, 0.15% or 0.25%, depending on the interest period of the applicable borrowing, plus the applicable margin set forth below under the caption "Term Benchmark Loan / RFR Loan," in each case, based upon the consolidated net leverage ratio as of the most recent date of determination. The base rate is the highest of (i) the prime rate at such time, (ii) 1/2 of 1.00% in excess of the federal funds effective rate at such time and (iii) an adjusted term SOFR rate for a term benchmark loan with a one-month interest period commencing at such time plus 1.00%.
Level
Consolidated Net
Leverage Ratio
Base Rate
Loan
Term Benchmark
Loan / RFR Loan
1
Greater than 3.50:1.00
4.50% 5.50%
2
Less than or equal to 3.50:1.00
4.25% 5.25%
The Credit Agreement requires us to maintain a consolidated net leverage ratio each quarter below 6.50 to 1.00 for each quarter from December 2024 through December 2025, 5.50 to 1.00 for each quarter from March 2026 through December 2026, 4.50 to 1.00 for each quarter from March 2027 through December 2027, and 3.50 to 1.00 for each quarter from March 2028 thereafter. We are in compliance with our debt covenant.
As of March 30, 2026, we had $306.9 million outstanding under the Credit Agreement.
Cash Flows
The following table presents the major components of net cash flows from and used in operating, investing and financing activities for the periods indicated:
Three Months Ended
($ in thousands) March 30, 2026 March 31, 2025
Net cash provided by (used in) operating activities $ 6,179 $ (3,785)
Net cash used in investing activities (9,072) (2,190)
Net cash used in financing activities (744) (727)
Net decrease in cash and restricted cash $ (3,637) $ (6,702)
Operating Activities
Net cash provided by (used in) operating activities was $6.2 million for the three months ended March 30, 2026 compared to $(3.8) million for the three months ended March 31, 2025. Operating cash flows increased primarily due to an increase in net income of $8.5 million and a $0.9 million favorable change in working capital. The increase in working capital was primarily attributable to a $6.2 million increase in cash provided by inventories due to improved inventory turnover driven by increased sales volumes, partially offset by increases in cash used for accounts payable of $4.0 million, primarily due to the timing of vendor and operating expense payments associated with increased business activities, purchases, and accrued compensation expenses. The increase in operating cash flows was partially offset by a $0.2 increase in provision for excess and obsolete inventory.
Investing Activities
Net cash used in investing activities was $9.1 million for the three months ended March 30, 2026 compared to $2.2 million for the three months ended March 31, 2025. The change was primarily due to an increase in purchases of property and equipment.
Financing Activities
Net cash used in financing activities was $0.7 million for the three months ended March 30, 2026 compared $0.7 million for the three months ended March 31, 2025. The change was primarily due to an increase in principal payments on finance lease obligations.
Contractual Obligations and Commitments
Contractual obligations for future payments as of March 30, 2026 primarily relate to lease commitments, raw material purchase obligations, and principal debt payments. Operating and financing leases represent minimum required lease payments during the noncancelable lease term. Most real estate leases also require payment of related operating expenses such as taxes, insurance, utilities, and maintenance, which are not included in our estimated capital lease obligation. Our total estimated finance and operating lease obligations as of December 29, 2025 were $26.7 million, of which $2.6 million is payable within 12 months. Our total estimated finance and operating lease obligations as of March 30, 2026 were $26.1 million, of which $2.6 million is payable within 12 months.
Contingencies
From time to time, we may be party to certain legal actions arising in the ordinary course of business. We accrue for losses from a legal proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. There are inherent uncertainties in legal proceedings that make it difficult to reasonably estimate costs and effects of resolving such matters. Accordingly, actual costs incurred may differ materially from amounts accrued, may exceed applicable insurance coverage, and could materially adversely affect our business, cash flows, results of operations, financial condition, and prospects.
Indemnification Agreements
In the normal course of business, we provide indemnification of varying scope to customers against claims of intellectual property infringement made by third parties arising from the use of our products, and from time to time we may be subject to claims by our customers under these indemnification provisions. Historically, costs related to these indemnification provisions have not been significant, but we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations. To the extent permitted under Delaware law, we will enter into agreements whereby we indemnify our directors and officers for certain events or occurrences while the director or officer is or was serving at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the director's or officer's lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that limits our exposure and enables us to recover a portion of any future amounts paid. We believe the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.
Critical Accounting Estimates
In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of the financial statements include but are not limited to the following: inventory valuation, impairment of goodwill, intangible assets and long-life assets, share-based compensation, and useful lives of property, plant and equipment and intangible assets. Management believes these estimates and assumptions provide a reasonable basis for the fair presentation of the condensed consolidated financial statements. Actual results could differ from those estimates. There have been no material changes to our critical accounting policies and estimates as described in the Prospectus.
Emerging Growth Company Status
The Jumpstart Our Business Startups Act (the "JOBS Act") permits an "emerging growth company" such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies, and our condensed consolidated financial statements may not be comparable to other public companies that comply with new or revised accounting pronouncements as of public company effective dates. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.
We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more, (ii) the last day of our fiscal year following the fifth
anniversary of the date of the closing of this offering, (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years, or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 1 to our Holdings L.P.'s condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
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