Nature of Business and Significant Accounting Policies |
6 Months Ended |
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Jun. 29, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Nature of Business and Significant Accounting Policies | Nature of Business and Significant Accounting Policies Organization Suja Life, Inc. (the “Company”) was formed as a Delaware corporation on October 8, 2025. The Company was formed for the purpose of completing a public offering and related transactions in order to carry on the business of Suja Life Holdings, L.P. and subsidiaries (the “Holdings LP”). The Company is the sole general partner of Holdings LP, and operates and controls all of the businesses and affairs of Holdings LP and its subsidiaries. The Company produces and distributes cold-pressed fresh juice for wholesale and retail sales. The Company is headquartered in Oceanside, California. The Company’s fiscal year is a 52-53 week year ending on the Monday closest to December 31 each year. Initial Public Offering On May 8, 2026, the Company consummated its initial public offering (“IPO”) in which 8,888,889 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), were offered at a price of $21.00 per share. The IPO resulted in gross proceeds of $186.7 million, and net proceeds of $173.6 million, after deducting the underwriting discount of $13.1 million, and before deducting offering expenses payable by the Company. Use of proceeds The proceeds from the IPO were used to purchase 8,888,889 newly issued Class A common units (the “LP Units”) in Holdings LP at a purchase price per LP Unit equal to the initial offering price per share of Class A common stock in the IPO, less the underwriting discounts. In turn, Holdings LP applied the proceeds it received and $1.4 million of cash on hand, (i) to repay $142.6 million of outstanding borrowings, (ii) to pay $17.5 million in cash payments to certain employees in connection with the settlement of time-based vesting incentive units, in partial satisfaction of certain transaction bonus agreements and in connection with celebratory cash awards in respect of the consummation of the IPO, and (iii) to pay $14.9 million of expenses incurred in connection with the IPO and the related organizational transactions. Organizational Transactions In connection with the IPO, the existing limited partnership agreement (the “LP Agreement”) of Holdings LP was amended and restated to, among other things, (i) recapitalize all existing ownership interests in Holdings LP held by the existing owners of Holdings LP into a single class of common units; and (ii) appoint the Company as the sole general partner of Holdings LP. On May 7, 2026, the Company amended and restated its certificate of incorporation to, among other things, provide: (i) for Class A common stock, with each share of its Class A common stock entitling its holder to one vote per share on all matters presented to stockholders generally and with economic rights; and (ii) for Class V common stock, par value $0.0001 per share (“Class V common stock”), with each share of Class V common stock entitling its holder to one vote per share on all matters presented to stockholders generally with no economic rights. No shares of Class V common stock may be held by any person other than the continuing equity owners of Holdings LP and their respective permitted transferees. In addition, the Company acquired, directly or indirectly, through a series of transactions which may have included one or more contributions, mergers, or otherwise, LP Units owned by various entities, and in exchange therefor the owners of the LP Units received, directly or indirectly, newly issued shares of Class A common stock. In accordance with the exchange agreement entered into in connection with the organizational transactions (the “Exchange Agreement”), the holders of LP Units may exchange their LP Units, together with an equal number of shares of Class V common stock, for shares of Class A common stock on a one-for-one basis or, at the Company’s election, for cash from a substantially concurrent public offering or private sale of shares of Class A common stock (based on the price of Class A common stock in such public offering or private sale). Any shares of Class V common stock so delivered will be cancelled. Income Taxes Prior to the IPO, the Company conducted certain operations through wholly owned subsidiaries that were subject to U.S. federal and state income taxes. These included Vive Buyer, Inc. (“Vive”), which was acquired on October 11, 2022, and Slice Life Holdings, LLC, which was formed on December 30, 2024. As a result, the Company recorded a provision for income taxes related to these taxable entities. After the consummation of the IPO, the Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of taxable income of Holdings LP assessed at the prevailing corporate tax rates. Holdings LP operates as a limited partnership for income tax purposes. Accordingly, the Company incurs federal and state income taxes for its portion of the taxable income or loss generated by Holdings LP. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all positive and negative evidence, including but not limited to future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustainable upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely-than-not threshold of being sustained or if a change in facts supports a change in measurement. The Company records interest (and penalties where applicable), net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax provision. The Company did not have any uncertain tax position as of June 29, 2026. Tax Receivable Agreement In connection with the consummation of the IPO, the Company and Holdings LP entered into a tax receivable agreement (the “Tax Receivable Agreement or “TRA”) with certain direct or indirect owners of Holdings LP, including PSP (such persons, collectively, the “TRA Parties”), which requires the Company to pay such persons 85% of the amount of cash savings, if any, in U.S. federal, state, and local income taxes that the Company realizes or is deemed to realize in certain circumstances (computed using certain assumptions) as a result of certain tax attributes and benefits covered by the Tax Receivable Agreement. Such tax attributes and benefits include: (i) certain increases in the tax basis of assets of Holdings LP and its subsidiaries resulting from exchanges (or deemed exchanges in certain circumstances) of LP Units, together with an equal number of shares of Class V common stock, for shares of Class A common stock on a one-to-one basis or, at the Company’s election, for cash pursuant to the Exchange Agreement and certain distributions (or deemed distributions) by Holdings LP, (ii) certain tax attributes of the current or former holders of equity interests in Holdings LP, and (iii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments that the Company is required to make under the Tax Receivable Agreement. A full valuation allowance has not been recorded against the deferred tax assets because it is not more likely than not that the Company will realize the underlying tax savings that would give rise to obligations under the Tax Receivable Agreement. Accordingly, no Tax Receivable Agreement-related liability has been recorded on the consolidated balance sheet as of June 29, 2026. The Tax Receivable Agreement will be reassessed each reporting period consistent with the valuation allowance assessment. If determined that it is more likely than not that the underlying tax benefits will be realized, we will at that time record both the deferred tax asset (net of valuation allowance released) and a corresponding Tax Receivable Agreement-related liability equal to 85% of the estimated realizable tax benefit. Any such recognition would be reflected in income at the time of reassessment. The maximum potential obligation under the Tax Receivable Agreement, assuming full realization of all covered tax attributes at current tax rates, is approximately $163.6 million based on the estimate of the aggregate amount that would be paid to the TRA Parties under the Tax Receivable Agreement as a result of the organizational transactions. Actual amounts payable, if any, will vary depending on a number of factors, including on the amount and timing of our future taxable income, the price per share of the Class A common stock at the time of any future exchanges, the extent to which such exchanges are taxable, and applicable tax rates (including changes to tax rates). In certain circumstances, the Company may be required to make an immediate payment equal to the present value of the anticipated future cash tax savings, based on certain assumptions. Such payment may be made significantly in advance of the actual realization, if any, of such future tax benefits and may be greater than or less than 85% of the actual cash tax savings ultimately realized in respect of the tax attributes that are subject to the Tax Receivable Agreement. Common Control Reorganization Holdings LP meets the definition of a variable interest entity (“VIE”). The Company is considered the primary beneficiary due to its sole decision-making authority with respect to, and control of, Holdings LP and its obligation to absorb losses and receive benefits from the operations of Holdings LP. As the owners of Holdings LP prior to the IPO continue to control both the Company and Holdings LP after the IPO, the reorganization is accounted for as a reorganization of entities under common control. The condensed consolidated financial statements of the Company recognize the assets and liabilities received in the reorganization at their historical carrying amounts, reflected in the historical condensed consolidated financial statements of Holdings LP. Holdings LP is considered the predecessor of the Company for accounting purposes. The LP Units owned by LP unitholders are considered noncontrolling interests in the condensed consolidated financial statements of the Company prior to the completion of the organizational transactions and the IPO. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The accompanying financial statements include the consolidated accounts of the Company and its subsidiaries. The Company consolidates those entities it controls through a wholly owned interest. The period from December 31, 2024 to December 29, 2025 (or year ended December 29, 2025) and the period from December 30, 2025 to December 28, 2026 (or year ended December 28, 2026) both have four equal 13-week fiscal quarters, resulting in a 52 week year. 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 2026” refer to the fiscal year ended December 28, 2026 and references to “fiscal 2025” refer to the fiscal year ended December 29, 2025. The accounting policies followed in the presentation of interim financial results are consistent with those followed on an annual basis. These policies are presented in Note 1 - Nature of Business and Significant Accounting Policies to the Company’s consolidated financial statements for the year ended December 29, 2025 issued on March 20, 2026. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information and the applicable accounting guidance. Accordingly, these financial statements do not necessarily include all information and footnotes required for audited financial statements prepared in conformity with U.S. GAAP. In our opinion, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments, except as otherwise indicated) necessary for a fair presentation of our financial position and results of operations. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with our audited consolidated financial statements and notes thereto presented in our Annual Consolidated Financial Statements for the year ended December 29, 2025. The interim financial information contained in this report is not necessarily indicative of the results to be expected for any other interim period or for the entire fiscal year. Basis of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries, including Holdings LP. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value Measurements The Company follows Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The determination of fair value is based on the principal or most advantageous market in which the Company could participate and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. Also, determination of fair value assumes that market participants will consider the highest and best use of the asset. The Company uses the hierarchy prescribed in ASC 820 for fair value measurements, based on the available inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels of the hierarchy are as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; and Level 2 Inputs - Inputs are quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; inputs other than quoted prices, but that are observable for the asset or liability (e.g., interest rates; yield curves); and inputs that are derived principally from or corroborated by observable market data by correlation or by other means (i.e., market corroborated inputs); and Level 3 Inputs - Unobservable inputs for the asset or liability used to measure fair value. These inputs reflect the Company’s own assumptions about what other market participants would use in pricing the asset or liability. These are based on the best information available and can include the Company’s own data. The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company has assessed that the fair value of cash and restricted cash, trade receivables, accounts payable, other current liabilities, and other debt approximates their carrying amounts largely due to the short-term maturities or recent commencement of these instruments. Revenue Recognition Revenue is recognized when performance obligations under the terms of contracts with the Company’s customers are satisfied. The Company’s performance obligation under the contract, a customer sales order, generally consists of the sale of finished product to customers. Revenue is recognized at the point in time when control of the product transfers, which the Company has determined is the date at which the product is received by the customer. The Company’s sales terms generally do not allow for a right of return except in the case of spoiled or otherwise defective product. Payment is typically collected from customers within 30 days of the date of sale. Sales are presented net of sales promotions, coupons and allowances within the condensed consolidated statements of operations. Sales promotions, coupons, and allowances primarily consist of consumer coupon redemption, contractual trade promotions, early pay discounts, and other costs, including estimated allowances for spoiled product. The Company estimates the amount of spoiled product based on historical fact pattern as well as defined contract terms then accrues as a reduction of revenue in the period in which the related product revenue is recognized. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to customers. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s contracts with customers may include variable consideration in the form of rebates, discounts, sales promotions, and other similar items. The Company estimates variable consideration using either the expected value method or the most likely amount method, depending on which approach better predicts the amount of consideration to which it expects to be entitled. Estimated variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. This assessment is based on historical experience, current conditions, and the specific terms of individual customer arrangements. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in incentives offered to its customers and their customers. The Company adjusts the estimate of revenue at the earlier of when the amount of consideration the Company expects to receive changes or when the consideration becomes fixed. Sales are reported net of sales, use, excise, and other similar tax amounts collected from customers and remitted to governmental authorities. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs, are accrued at time of delivery, and are included in operating expenses in the condensed consolidated statements of operations. The Company recorded $5.8 million and $4.9 million of such costs during the three months ended June 29, 2026 and June 30, 2025, respectively, and $12.7 million and $10.2 million of such costs during the six months ended June 29, 2026 and June 30, 2025, respectively. Advertising and Marketing Advertising and marketing costs are expensed as incurred within operating expenses on the condensed consolidated statements of operations and totaled approximately $7.9 million and $11.0 million during the three months ended June 29, 2026 and June 30, 2025, respectively, and $18.8 million and $21.0 million during the six months ended June 29, 2026 and June 30, 2025, respectively. New Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, introducing changes to income tax disclosures, primarily relating to effective tax rates and cash paid for taxes. This ASU requires companies to provide an annual rate reconciliation in both dollar figures and percentages, and changes the way annual income taxes paid are disclosed by all entities, necessitating a breakdown by federal, state, and foreign jurisdictions. The standard becomes effective for public business entities for fiscal years beginning after December 15, 2024 and December 15, 2025 for all other entities. ASU 2023-09 may be applied prospectively or retrospectively, and allows for early adoption. The Company does not intend to early adopt ASU 2023-09. The impact of adoption is subject to the disclosure requirements of ASC 740, Income Taxes. The Company plans to adopt the standard for the fiscal year ended December 28, 2026. In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), which was further clarified by ASU 2025-01 in January 2025. These standards enhance expense disclosures by requiring more detailed information on the types of expenses included in certain captions within the consolidated financial statements, including employee compensation, depreciation, amortization, and costs incurred related to inventory and manufacturing activities in income statement expense captions such as cost of sales and selling, general and administrative expenses. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within fiscal years beginning after December 15, 2027. The Company plans to adopt the standard for the fiscal year ended December 27, 2027. The Company will apply the new guidance on a prospective basis and expects ASU 2024-03 and ASU 2025-01 to impact only disclosures with no effect on the Company’s financial condition, results of operations or cash flows. In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development project stages so that the guidance is neutral to different software development methods. Therefore, under the ASU, software capitalization will begin when management has authorized and committed to funding the software project and when it is probable that the project will be completed and the software will be used to perform the function intended. ASU No. 2025-06 is effective for annual periods beginning after December 15, 2027. The guidance is to be applied on a prospective basis, or on a modified transition approach or a retrospective transition approach; this ASU allows for early adoption. The Company is assessing the effect of this update on its consolidated financial statements and related disclosures and does not expect to adopt early.
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