Buda Juice (NYSE: BUDA) grows Q1 revenue but profit falls post-IPO
Buda Juice, Inc. reported higher sales but lower profit for the three months ended March 31, 2026, its first quarter as a public C‑corporation. Net sales rose to $3.5 million from $3.0 million a year earlier, driven mainly by increased demand from its primary grocery customer.
Gross profit inched up to $1.4 million, but gross margin fell to 39.5% from 44.9%, largely because lime prices spiked after supply disruptions in western Mexico. Operating expenses climbed to $0.8 million, mainly from higher personnel, insurance, and professional fees tied to the January 2026 IPO.
Net income declined to $0.4 million from $0.8 million, with the drop also reflecting a much higher income tax expense after converting from an LLC to a C‑corporation. The IPO and over‑allotment generated $16.9 million in net proceeds, boosting cash to $19.8 million and working capital to $19.9 million as of March 31, 2026, while the company kept its $3.0 million credit facility undrawn. One customer accounted for about 96% of quarterly revenue, underscoring significant customer concentration risk.
Positive
- The January 2026 IPO and over‑allotment added approximately $16.9 million of net proceeds, boosting cash to $19.8 million and working capital to $19.9 million as of March 31, 2026, providing substantial liquidity for growth and lease commitments.
Negative
- Despite a 17.7% increase in net sales to $3.5 million, net income fell by 52.0% to $0.4 million, as gross margin dropped from 44.9% to 39.5% and the effective tax rate rose to 46.76%, indicating notable profit compression.
- A single customer accounted for approximately 96% of revenue in both the three months ended March 31, 2026 and 2025, highlighting significant customer concentration risk.
Insights
Stronger balance sheet post‑IPO, but margins and customer concentration stand out.
Buda Juice delivered net sales of $3.5M, up 17.7% year over year, yet net income fell to $0.4M as gross margin compressed from 44.9% to 39.5%. The filing attributes margin pressure mainly to a temporary spike in lime costs after supply disruptions in western Mexico.
The January IPO and over‑allotment brought in net proceeds of about $16.9M, lifting cash to $19.8M and working capital to $19.9M as of March 31, 2026, with no borrowings on a $3.0M credit line. That provides ample liquidity for planned capital spending and lease commitments.
Customer concentration is high: one customer generated roughly 96% of revenue in both periods, so that relationship is critical to future results. The effective tax rate jumped to 46.76% after conversion to a C‑corporation, materially reducing net income versus 2025. Subsequent filings may clarify how margins and tax expense evolve as lime prices normalize and public‑company costs become more routine.
Key Figures
Key Terms
initial public offering financial
right-of-use asset financial
deferred income tax liability financial
credit facility financial
restricted stock units financial
representative warrants financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the three months ended:
OR
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As
of May 14, 2026, there were
Table of Contents
| PART I – FINANCIAL INFORMATION | |
| Item 1. Financial Statements (Unaudited): | |
| Condensed Balance Sheets. | F-1 |
| Condensed Statements of Operations. | F-2 |
| Condensed Statements of Stockholders’ and Members’ Equity. | F-3 |
| Condensed Statements of Cash Flows. | F-4 |
| Notes to Condensed Financial Statements. | F-5 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 3 |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk. | 6 |
| Item 4. Controls and Procedures. | 6 |
| PART II – OTHER INFORMATION | 7 |
| Item 1. Legal Proceedings. | 7 |
| Item 1A. Risk Factors. | 7 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. | 7 |
| Item 3. Defaults upon Senior Securities. | 7 |
| Item 4. Mine Safety Disclosures. | 7 |
| Item 5. Other Information. | 7 |
| Item 6. Exhibits. | 7 |
| SIGNATURES | 8 |
| 2 |
| Table of Contents |
Buda Juice, Inc.
Condensed Balance Sheets
(in thousands)
| As of March 31, 2026 | As of December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net of accumulated depreciation of $ | ||||||||
| Operating lease right-of-use asset | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ AND MEMBERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Other current liabilities | ||||||||
| Operating lease liability, current portion | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Deferred income tax liability | - | |||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ and Members’ Equity | ||||||||
| Members’ equity | - | |||||||
| Preferred Stock, $ | - | - | ||||||
| Common stock, $ | - | |||||||
| Additional paid-in capital | - | |||||||
| Less: Treasury stock | ( | ) | - | |||||
| Retained earnings | ||||||||
| Total stockholders’ and members’ equity | ||||||||
| Total liabilities and stockholders’ and members’ equity | $ | $ | ||||||
See accompanying notes to the unaudited condensed financial statements
| F-1 |
| Table of Contents |
Buda Juice, Inc.
Condensed Statements of Operations
(Unaudited, in thousands, except per share amounts)
| 2026 | 2025 | |||||||
| Three Months Ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Net sales | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Delivery and handling expense | ||||||||
| Selling, general and administrative expense | ||||||||
| Total operating expenses | ||||||||
| Income from operations | ||||||||
| Other income | - | |||||||
| Interest income, net | ||||||||
| Net income before income tax | ||||||||
| Income tax expense | ||||||||
| Net income | $ | $ | ||||||
| Net income per share - Basic | $ | - | ||||||
| Weighted average shares outstanding - Basic | - | |||||||
| Net income per share - Diluted | $ | - | ||||||
| Weighted average shares outstanding - Diluted | - | |||||||
See accompanying notes to the unaudited condensed financial statements
| F-2 |
| Table of Contents |
Buda Juice, Inc.
Condensed Statement of Stockholders’ and Members’ Equity
(Unaudited, in thousands)
| Members’ Equity | Accumulated Income / (Deficit) | Total Members’ Equity | ||||||||||||
| BALANCE – January 1, 2025 | - | - | - | - | ( | ) | ||||||||
| Net income | - | |||||||||||||
| Distributions | - | - | ( | ) | - | - | - | ( | ) | |||||
| BALANCE – March 31, 2025 | - | - | $ | - | - | $ | ( | ) | $ | |||||
| Shares | Amount | Capital | Stock | Income | Equity | |||||||||||||||||||
| Common Stock | Additional Paid-In | Treasury | Retained | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Stock | Earnings | Equity | |||||||||||||||||||
| BALANCE – January 1, 2026 | $ | $ | - | $ | ||||||||||||||||||||
| Balance | $ | $ | - | $ | ||||||||||||||||||||
| Issuance of common stock in initial public offering | - | - | ||||||||||||||||||||||
| Redemption of common stock in connection with initial public offering | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||
| Issuance of common stock in underwriters’ over-allotment option | - | - | - | |||||||||||||||||||||
| Offering costs related to initial public offering and over-allotment, including warrant fair value | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||
| BALANCE – March 31, 2026 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
See accompanying notes to the unaudited condensed financial statements
| F-3 |
| Table of Contents |
Buda Juice, Inc.
Condensed Statements of Cash Flows
(Unaudited, in thousands)
March 31, 2026 | March 31, 2025 | |||||||
| Three Months Ended | ||||||||
March 31, 2026 | March 31, 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right to use asset | ||||||||
| Deferred income taxes | - | |||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable and other current liabilities | ||||||||
| Payments on operating lease obligations | ( | ) | ( | ) | ||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities | ||||||||
| Capital spending of property and equipment | ( | ) | ( | ) | ||||
| Net cash used for investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from initial public offering | - | |||||||
| Payments of underwriting discounts and offering costs | ( | ) | - | |||||
| Redemption of common stock | ( | ) | - | |||||
| Cash distributed to owners | - | ( | ) | |||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for taxes | $ | - | $ | - | ||||
See accompanying notes to the unaudited condensed financial statements
| F-4 |
| Table of Contents |
BUDA JUICE, INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
| 1. | ORGANIZATION AND DESCRIPTION OF BUSINESS |
Buda Juice, Inc. (the Company) was originally formed as a limited liability company, Buda Juice LLC (the “Predecessor”), in Dallas, Texas, under the laws of the State of Texas in October 2013. On January 1, 2026, the Company completed a statutory conversion (the “Conversion”) from a Texas limited liability company into a Delaware corporation, Buda Juice, Inc. (the “Successor”), and elected to be taxed as a C corporation for U.S. federal income tax purposes.
After the Conversion, Buda Juice, Inc. exists as a Delaware corporation, continuing as the same entity for all legal purposes, with all of the rights, privileges, and obligations of the Buda Juice, LLC preserved without the need to wind up its affairs.
The Company’s unaudited condensed financial statements reflect a Predecessor/Successor presentation due to the statutory conversion of the Company from a limited liability company to a corporation on January 1, 2026.
| ● | Financial statements for periods prior to January 1, 2026, reflect the historical results of operations, financial position, and cash flows of the Predecessor company when it operated as a limited liability company. As a limited liability company, it was treated as a partnership for U.S. federal and certain state income tax purposes. Accordingly, the Company was not subject to U.S. federal income taxes during the periods presented prior to January 1, 2026, and no provision for income taxes has been recorded in those periods. Income or loss was includable in the tax returns of the Company’s members based upon their respective ownership interests. | |
| ● | Financial statement for periods on and after January 1, 2026 reflect the results and operations, financial position , and cash flows of the Successor company as a corporation. |
On January 9, 2026, the Company completed its initial public offering (“IPO”) and its common stock began trading on the NYSE American under the ticker “BUDA”.
The Company operates in a highly competitive beverage industry, focused on fresh, cold-crafted juice production for business-to-business (B2B) distribution. The Company mostly utilizes third-party delivery systems and serves primarily large, national chain grocery stores.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s unaudited condensed financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, which includes additional information on our significant accounting policies outlined in Note 2 – Summary of Significant Accounting Policies, as well as the methods and assumptions used in our estimates for the years ended December 31, 2025 and 2024. The balance sheet as of December 31, 2025, was derived from the Company’s audited 2025 financial statements.
The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the full year ended December 31, 2026.
The accompanying financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements.
Fair Value Measurements
We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in our financial statements. We categorize assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. The three levels of the hierarchy are defined as follows:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs that are both unobservable and significant to the overall fair value measurements reflecting an entity’s estimates of assumptions that market participants would use in pricing the asset or liability.
| F-5 |
| Table of Contents |
Our balance sheets include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, for which the carrying amounts approximate fair value due to their short-term maturity. As of the reporting date, the Company did not have any financial instruments measured at fair value on a recurring basis or any variable-rate credit facilities.
IPO and related transactions
On
January 9, 2026, the Company completed its IPO of
Concurrently
with the closing of the IPO, the Company used a portion of the IPO proceeds to redeem
On
January 20, 2026, the underwriter exercised its right to issue an additional 15% of shares issued, or
Earnings Per Share
Basic earnings per share (“EPS”) is calculated by dividing net income (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Diluted EPS is computed by including both the weighted average number of shares outstanding and any dilutive common share equivalents in the denominator.
Prior to the Company’s initial public offering and conversion to a C-Corporation, the Company operated as a limited liability company. As a result, the Company did not have any shares of common stock outstanding during the three months ended March 31, 2025. Accordingly, basic and diluted EPS have not been presented for the prior-year period.
The Company has outstanding warrants to purchase
The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income per common share (in thousands, except per share data):
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED
| March 31, 2026 | March 31, 2025 | |||||||
| For the Three Months Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| (in thousands) | ||||||||
| Numerator: | ||||||||
| Net Income | $ | |||||||
| Effective of dilutive securities | - | - | ||||||
| Dilutive net income | ||||||||
| Denominator: | ||||||||
| Weighted average common shares outstanding – basic | - | |||||||
| Dilutive securities (i): | - | - | ||||||
| Warrants | - | |||||||
| Restricted stock units | - | - | ||||||
| Weighted average common shares outstanding and assumed conversion - diluted | - | |||||||
| Basic net income per common share | $ | - | ||||||
| Diluted net income per common share | $ | - | ||||||
| (i) |
Stock-based Compensation
On February 4, 2026, the Board approved the 2025 Executive Incentive Award Plan (the “2025 Equity Plan”). Effective April 1, 2026, the Company granted restricted stock units (“RSU’s”) to certain directors, officers, employee’s, and strategic consultants that will begin to vest on January 1, 2027 according to the award vesting schedule, generally in equal installments over a maximum of three years.
| F-6 |
| Table of Contents |
As of March 31, 2026, the Company did not have any RSU’s outstanding.
Segment Information
The
Company operates as a
The Company derives revenues primarily from its product line of cold-crafted citrus-based beverages, which are mostly sold directly to large grocery chains via third party delivery services.
Factors Used to Identify Reportable Segments
The Company has one reportable segment, as business activities are managed on a consolidated basis. Revenues are derived exclusively in the United States, specifically in Texas.
Measurement of Segment Profit or Loss
The accounting policies of the segment are consistent with those described in Note 2 (Summary of Significant Accounting Policies). The CODM assesses performance and allocates resources based on net income, which is the same as net income reported in the statements of operations. The CODM uses net income to evaluate return on assets, decide on reinvestments or dividends, monitor budget versus actual results, and benchmark against competitors. This measure also informs management compensation decisions.
The Company does not have intra-entity sales or transfers.
Segment Information
The following table presents information about reported segment revenue, significant segment expenses, and profit or loss for the three months ended March 31, 2026 and 2025:
SCHEDULE OF REPORTED SEGMENT REVENUE, SIGNIFICANT SEGMENT EXPENSES, AND PROFIT OR LOSS
| March 31, 2026 | March 31, 2025 | |||||||
| (in thousands) | ||||||||
| Revenue | $ | $ | ||||||
| Significant Expenses: | ||||||||
| Cost of goods sold | ||||||||
| Delivery and handling | ||||||||
| Salaries and employee benefits | ||||||||
| Depreciation expense | ||||||||
| Insurance expense | ||||||||
| Facilities related expense | ||||||||
| Lease expense | ||||||||
| Professional fees | ||||||||
| Marketing and promotional | ||||||||
| Interest (income) | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Other expense / (income) | ||||||||
| Net income (segment profit) | $ | $ | ||||||
The
segment’s net income reconciles directly to the Company’s net income, with no adjustments required. Segment assets are measured
as total assets, which were $
| F-7 |
| Table of Contents |
Entity-Wide Disclosures
Revenues by Product or Service
Although the Company operates in one segment, revenues from external customers are disaggregated by major product lines as follows:
SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS
Revenue Source | March 31, 2026 | March 31, 2025 | ||||||
| (in thousands) | ||||||||
| Branded | $ | $ | ||||||
| Private Label/Other | ||||||||
| Total Revenue | $ | $ | ||||||
Geographic Information
Revenues are attributed to geographic areas based on customer location. Long-lived assets are attributed based on physical location. All revenues and assets as are derived in the United States, specifically Texas, and are presented as such in the statements of operations and balance sheets.
Major Customers
For
the three months ended March 31, 2026 and 2025, revenues from one customer represented approximately $
Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued guidance to improve the disclosure of expenses in commonly presented expense captions. The new guidance requires a public entity to provide tabular disclosure, on an annual and interim basis, of amounts for the following expense categories: (1) purchases of inventory, (2) employee compensation, (3) depreciation and (4) intangible asset amortization, as included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement that contains any of the expense categories noted. Additionally, on an annual and interim basis, a qualitative description is required for amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The guidance also requires certain amounts that are currently required to be disclosed to be included in the same tabular disclosure as these disaggregation requirements. Furthermore, on an annual and interim basis, a public entity is required to separately disclose selling expenses and annually, disclose a description of the selling expenses. The guidance is effective for 2027 annual reporting, and in the first quarter of 2028 for interim reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. We will adopt the guidance when it becomes effective, in our 2027 annual reporting and each quarter thereafter, on a prospective basis.
In December 2023, the FASB issued guidance to enhance transparency of income tax disclosures. On an annual basis, the new guidance requires a public entity to disclose: (1) specific categories in the rate reconciliation, (2) additional information for reconciling items that are equal to or greater than 5% of the amount computed by multiplying income (or loss) from continuing operations before income tax expense (or benefit) by the applicable statutory income tax rate, (3) income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, with foreign taxes disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid, (4) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (5) income tax expense (or benefit) from continuing operations disaggregated between federal (national), state and foreign. The guidance is effective for fiscal year 2025 annual reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. The Company is subject to the provisions of ASC 740, Income Taxes, however, because the Company was a pass-through entity as of December 31, 2025, the disclosures required by ASU 2023-09 related to income tax expense, effective tax rate reconciliation, and cash taxes paid are not applicable. However, the Company will adopt the guidance in our future reporting due to the statutory conversion to a C-Corp effective January 1, 2026.
| F-8 |
| Table of Contents |
| 3. | ACCOUNTS RECEIVABLE AND CREDIT RISK (ASC 326) |
Accounts
receivables are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectability of its accounts receivable
on an ongoing basis. As of March 31, 2026, management determined that all receivables were fully collectible; therefore,
For the three months ended March 31, 2026 and 2025, the Company derived a significant portion of its revenue from a limited number of customers which is disclosed in Note 2 – Segment Information. The Company does not require collateral and maintains credit policies intended to reduce overall credit risk.
Management monitors customer creditworthiness and believes the concentration does not represent a significant credit risk due to the financial strength of these customers and their payment history.
Allowance for Credit Losses
Customer accounts receivable are stated at the amount management expects to collect on balances. The Company accounts for credit losses in accordance with ASC Topic 326, Financial Instruments – Credit Losses (“ASC Topic 326”). ASC 326 impacts the impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss (“CECL”) methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. The Company has the ability to determine if there are no expected credit losses in certain circumstances. We evaluate the credit worthiness of our portfolio on an individual loan basis and on a portfolio basis. The allowance is subjective as it requires material estimates, including such factors as historical trends, known and inherent risks in the loan portfolio, adverse situations that may affect borrowers’ ability to repay and current economic conditions. Other qualitative factors considered may include items such as uncertainties in forecasting and modeling techniques, changes in portfolio composition, business conditions and emerging trends. Recovery of the carrying value of loans is dependent to a great extent on conditions that may be beyond our control. Any combination of the aforementioned factors may adversely affect our loan portfolio resulting in increased delinquencies and loan losses and could require additional provisions for loan losses, which could impact future periods.
Credit Risk
Credit risk is the risk of financial loss if a customer or counterparty fails to meet its contractual obligations. The Company manages this risk by performing credit evaluations of its customers and maintaining an ongoing review of their financial condition. Based on its review, management believes that credit risk is minimal and collection of outstanding receivables is probable.
As
of March 31, 2026, accounts receivable totaled $
| 4. | INVENTORY |
Inventories, net consist of the following:
SCHEDULE OF INVENTORIES
| March 31, 2026 | December 31, 2025 | |||||||
| (in thousands) | ||||||||
| Raw materials and packaging | $ | $ | ||||||
| Finished goods | - | |||||||
| Total inventory | $ | $ | ||||||
| F-9 |
| Table of Contents |
| 5. | PROPERTY AND EQUIPMENT |
Property and equipment are comprised of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| March 31, 2026 | December 31, 2025 | |||||||
| (in thousands) | ||||||||
| Machinery and equipment | ||||||||
| Leasehold improvements | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Vehicles | ||||||||
| Construction in process | ||||||||
| Total cost | ||||||||
| Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Net book value | $ | $ | ||||||
Depreciation
expense for the three months ended March 31, 2026, and 2025 was $
During
the three months ended March 31, 2026 and twelve months ended December 31, 2025, we disposed of $
| 6. | LINE OF CREDIT AGREEMENT |
The Company’s credit facility consists of a financing agreement (“the Agreement) with Zions Bancorporation, N.A., doing business as Amegy Bank (“Amegy”), for a revolving line of credit.
On
July 9, 2025, the Agreement was amended to extend the maturity to
As
of March 31, 2026, there were
The facility is supported by personal guarantees from Horatio Lonsdale-Hands, Bryan Herr, and Bernard Nussbaumer. These guarantees were reaffirmed as part of the July 9, 2025, amendment. There were no capitalized transaction costs related to the amendment, as the amended facility had a remaining term of 12 months at the time of execution. Related fees were expensed as incurred.
| 7. | LEASES |
The
Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right
to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments
arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present
value of unpaid lease payments over the lease term. The Company leases its corporate office and warehouse facilities under a non-cancellable
operating lease agreement. The lease commenced on February 7, 2020, for a facility located at Dallas, Texas, comprising approximately
On
February 2, 2025,
| F-10 |
| Table of Contents |
In
accordance with ASC 842, the Company recognizes a right-of-use (ROU) asset and corresponding lease liability for its operating lease
based on the present value of future lease payments over the lease term, discounted using the Company’s incremental borrowing rate.
On the effective date of the lease, the Company recognized an ROU asset and a corresponding lease liability of approximately $
SCHEDULE OF LEASE
| March 31, 2026 | December 31, 2025 | |||||||
| Weighted-average remaining lease term | ||||||||
| Weighted-average discount rate | % | % | ||||||
As
of March 31, 2026, and December 31, 2025 operating lease liabilities pertaining to its office and warehouse facility totaled $
As of March 31, 2026 and December 31, 2025, the Company recognized the following related to its operating lease:
SCHEDULE OF OPERATING LEASE
| Description | March 31, 2026 | December 31, 2025 | ||||||
| (in thousands) | ||||||||
| Lease expense | $ | $ | ||||||
| ROU asset – gross | ||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| ROU asset – net | $ | $ | ||||||
| Lease liability - current | ||||||||
| Lease liability – non-current | ||||||||
Amortization
of right-of-use assets for the three months ended March 31, 2026, and 2025 as $
Future minimum lease payments under the non-cancellable operating lease as of March 31, 2026 and December 31, 2025, are as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
| Year | March 31, 2026 | December 31, 2025 | ||||||
| (in thousands) | ||||||||
| 2026 | $ | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Total lease payments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Present value of lease liability | $ | $ | ||||||
| 8. | MEMBERS AND STOCKHOLDERS EQUITY |
Statutory Conversion of Members’ Equity
Immediately prior to the Conversion, the members’ equity of the limited liability company consisted of members’ capital accounts. In connection with the statutory conversion on January 1, 2026:
| ● | All outstanding membership interests were converted, on an approximately 3.333 to 1 basis, into shares of shares of the Company’s common stock in accordance with the conversion agreement; | |
| ● | Members’ equity of the Predecessor entity was reclassified into common stock and additional paid-in-capital of the Successor corporation; | |
| ● | No consideration was exchanged and no change in the economic interests of the owners occurred as a result of the Conversion |
As the Conversion was treated as a capital reorganization, total equity immediately before and after the Conversion was unchanged.
| F-11 |
| Table of Contents |
Comparative Equity Presentation
The condensed balance sheets as of March 31, 2026 and December 31, 2025 present equity based on the Company’s legal form as of each date. Accordingly:
| ● | The balance sheet as of December 31, 2025 reflects members’ equity of the limited liability company; and | |
| ● | The balance sheet as of March 31, 2026 reflects stockholders’ equity of the corporation, including common stock, additional paid-in-capital, treasury stock, and retained earnings. |
Warrants
Representatives warrants
In
connection with the Company’s January 9, 2026, initial public offering, the Company issued representative warrants to the underwriter
to purchase up to 10% of the IPO common shares issued at an exercise price of $
The
warrants are classified as equity and were measured at fair value on the issuance date using the Black-Scholes option pricing model.
The warrants were valued at $
The warrants may be exercised on a cash or cashless basis and were considered potentially dilutive for purposes of diluted earnings per share in accordance with ASC 260.
Consultant warrants
In
November 2025, the Company entered into a consulting agreement with a strategic provider which provided for the issuance of up to
The
warrants have a contractual term of three years from the date of issuance, include a cashless exercise feature, and are subject to a
one-year lock-up period. The warrants have an exercise price equal to
The warrants are classified as equity and will be measured at fair value on their issuance date, with such fair value recognized as share-based compensation expense over the requisite service period.
| 9. | INCOME TAXES |
Buda Juice, Inc. is a corporation for U.S. federal income tax purposes, incorporated in the State of Delaware. Prior to its conversion to a C-corporation on January 1, 2026, the Company operated as a limited liability company treated as a partnership for U.S. federal and state income tax purposes. Accordingly, its income tax liabilities and/or benefits were passed through to its unitholders, except for Texas, where the Company was subject to the Texas margin (franchise) tax.
The
Company recognized income tax expense of $
| F-12 |
| Table of Contents |
In
assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which temporary differences become deductible. Management considers the scheduled reversal
of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. At December 31,
2025, the Company did not have any deferred tax balances due to its treatment as a pass-through entity. Effective January 1, 2026, the
Company recorded a deferred tax liability of approximately $
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which includes provisions such as immediate expensing of domestic research and experimental expenditures and 100% bonus depreciation for certain qualified property. The Company evaluated the impact of the OBBBA provisions on its income tax provision and overall tax position and determined that the impact primarily relates to timing differences and is not material to the Company’s financial statements.
| 10. | RELATED PARTY TRANSACTIONS |
The
Company evaluated its transactions and relationships in accordance with ASC 850, Related Party Disclosures. For the three months ended
March 31, 2026, there were
| 11. | SUBSEQUENT EVENTS |
The Company evaluated subsequent events through May 14, 2026, the date the condensed financial statements were available to be issued, and has no reportable subsequent events.
| F-13 |
| Table of Contents |
ITEM 2. 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 together with our unaudited condensed financial statements and the related notes to those statements included under Item 1 of this Quarterly Report on Form 10-Q. For purposes of this section, “Buda Juice”, the “Company”, “we”, or “our” refer to Buda Juice, Inc. and its subsidiaries, unless the context otherwise requires. Certain figures have been rounded for ease of presentation and may not sum due to rounding.
Cautionary Note Regarding Forward-Looking Statements
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements based upon current beliefs, plans, and expectations that involve risks, uncertainties, and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q. You should carefully read the “Risk Factors” section to understand the important factors that could cause actual results to differ materially from our forward-looking statements.
Results of Operations for the Three Months Ended March 31, 2026, and 2025
The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025, respectively:
| Three Months Ended March 31, | Change | |||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Net sales | $ | 3,508 | $ | 2,980 | $ | 528 | 17.7 | % | ||||||||
| Cost of goods sold | 2,122 | 1,642 | 480 | 29.3 | % | |||||||||||
| Gross profit | $ | 1,386 | $ | 1,338 | $ | 47 | 3.5 | % | ||||||||
| Operating expenses: | ||||||||||||||||
| Delivery and handling | 130 | 128 | 2 | 1.3 | % | |||||||||||
| Selling, general and administrative | 663 | 407 | 256 | 62.9 | % | |||||||||||
| Total operating expenses | $ | 793 | $ | 535 | $ | 258 | 48.2 | % | ||||||||
| Income from operations | $ | 593 | $ | 803 | $ | (210 | ) | -26.2 | % | |||||||
| Other income (expense): | ||||||||||||||||
| Other income | 17 | - | 17 | - | % | |||||||||||
| Interest income / (expense) | 137 | 13 | 124 | 956.6 | % | |||||||||||
| Income tax (expense) | (359 | ) | (9 | ) | (350 | ) | 97.5 | % | ||||||||
| Net income | $ | 388 | $ | 807 | $ | (419 | ) | -52.0 | % | |||||||
For the three months ended March 31, 2026 and 2025, the Company reported net income of approximately $388 thousand and $807 thousand, respectively. The change in net income between the three months ended March 31, 2026 and 2025 reflects strong revenue growth offset by increased costs of produce, primarily citrus, as well as an increase in general and administrative costs associated with the Company’s initial public offering in January 2026. Additionally, the Company recognized an increase of $124 thousand in interest income as a result of an increase in cash balances after the IPO, though offset with an increase in income tax expense of $350 thousand after conversion from a LLC to a C-Corporation.
Net Sales: Net sales increased $528 thousand, or 17.7%, to $3,508 thousand for the three months ended March 31, 2026, from $2,980 thousand for the three months ended March 31, 2025. The increase was mainly driven by an increase in sales by our primary customer.
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Gross Profit
| Three Months Ended March 31, | Change | |||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Cost of goods sold | $ | 2,122 | $ | 1,642 | $ | 480 | 29.3 | % | ||||||||
| Gross profit | 1,386 | 1,338 | 47 | 3.5 | % | |||||||||||
| Gross margin (percentage of net sales) | 39.5 | % | 44.9 | % | ||||||||||||
Gross Profit: Gross profit margin was 39.5% and 44.9% for the three months ended March 31, 2026 and 2025, respectively. The decrease in gross profit margin was primarily driven by an increase in produce costs, specifically limes. In February 2026, lime costs spiked significantly following disruptions in western Mexico that interrupted normal supply routes. This resulted in the cost of limes to temporarily, but dramatically, increase throughout the remainder of the quarter. Conversely, our labor costs, as a percentage of revenue, improved by more than 1.5 percentage points year over year, helping to offset some of the increase in produce costs.
Operating Expenses
| Three Months Ended March 31, | Change | |||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Delivery and handling expense | $ | 130 | $ | 128 | $ | 2 | 1.3 | % | ||||||||
| Selling, general and administrative | 663 | 407 | 256 | 62.9 | % | |||||||||||
| Total operating expenses | $ | 793 | $ | 535 | $ | 258 | 48.2 | % | ||||||||
Delivery and Handling Expense: Delivery and handling expense was essentially flat, with a small increase of 1.3%, to $130 for the three months ended March 31, 2026.
Selling, General and Administrative Expenses: Selling, general, and administrative expense increased by $256 thousand, or 62.9%, to $663 thousand for the three months ended March 31, 2026, from $407 thousand for the three months ended March 31, 2025. The increase in selling, general and administrative expense was primarily driven by an increase in administrative personnel expenses, insurance, accounting and other professional fees as a result of the Company’s initial public offering in January 2026.
Other Income / (Expense), Net
| Three Months Ended March 31, | Change | |||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Other income | $ | 17 | $ | - | $ | 17 | - | % | ||||||||
| Interest income | 137 | 13 | 124 | 956.6 | % | |||||||||||
| Total other income | $ | 154 | $ | 13 | $ | 141 | 1088.5 | % | ||||||||
Other income: Other income was $17 thousand for the three months ended March 31, 2026, an immaterial increase of $17 from the three months ended March 31, 2025.
Interest income: Interest income was $137 thousand for the three months ended March 31, 2026, an increase of $124 thousand from the three months ended March 31, 2025. The increase is a result of the Company’s IPO, and underwriter over-allotment option exercise in January 2026 with net proceeds of $20,652. This was partially offset by the shareholder redemption as part of the IPO transaction in the amount of $3,750 thousand to bring the total net proceeds from all IPO related transactions to $16,902 thousand, thereby increasing the Company’s investable cash and therefore an increase in interest income.
Income Taxes: The Company is a Subchapter C corporation for U.S. federal and state income tax purposes. Amounts recognized as income taxes are presented within “income tax expense” in the accompanying statements of operations. The Company recognized income tax expense of $359 thousand and $9 thousand for the three months ended March 31, 2026 and 2025, respectively. The effective tax rate for the three months ended March 31, 2026 was 46.76%, compared to 1.07% for the same period in 2025. The increase in the effective tax rate was primarily attributable to the discrete recognition of deferred tax expense upon the Company’s conversion to a C-corporation on January 1, 2026. The Company did not record a valuation allowance as of March 31, 2026 due to its cumulative income position.
Liquidity and Capital Resources
In the past few years, we have financed our operations primarily through cash generated from our business operations and proceeds on borrowings through our credit facilities. We had $19,828 thousand and $1,840 thousand of cash and cash equivalents as of March 31, 2026 and December 31, 2025, respectively.
Working Capital: The following table summarizes total current assets, liabilities and working capital at March 31, 2026 compared to December 31, 2025 (in thousands):
| March 31, 2026 | December 31, 2025 | Change | ||||||||||
| Current Assets | $ | 20,983 | $ | 3,219 | $ | 17,764 | ||||||
| Current Liabilities | 1,041 | 585 | 456 | |||||||||
| Working Capital | $ | 19,942 | $ | 2,634 | $ | 17,308 | ||||||
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As of March 31, 2026, we had working capital of approximately $19,942 thousand as compared to working capital of $2,634 thousand as of December 31, 2025, an increase of $17,308 thousand. The increase is a result of the Company’s IPO, and underwriter over-allotment option exercise in January 2026 with net proceeds of $20,652 thousand. This was partially offset by the shareholder redemption as part of the IPO transaction in the amount of $3,750 thousand to bring the total net proceeds from all IPO related transactions to $16,902 thousand.
Short-Term Cash Requirements
Our short-term cash requirements primarily include working capital needs to support inventory build, payroll, marketing, and other operating expenses, as well as approximately $139 thousand of lease obligations due within the next 12 months. We expect to fund these requirements with cash on hand, cash generated from operations, and borrowings under our credit facility, if needed.
Long-Term Cash Requirements
Our long-term cash requirements include approximately $610 thousand in lease obligations due beyond 12 months, along with anticipated capital expenditures to support our planned regional production facilities. These facilities will represent material investments and are expected to be funded through a combination of operating cash flows and proceeds from the initial public offering in January 2026. We may also pursue additional equity or debt financing in order to acquire or invest in complementary business, products, and/or new IT infrastructure. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all.
Lease Commitments
As of March 31, 2026, we were party to non-cancellable operating lease agreements related to our production facility and office space. Future minimum lease payments under this agreement total approximately $886 thousand, with $191 thousand due within the next 12 months and $695 thousand due thereafter through July 2030. These commitments represent a significant use of cash and we expect to fund them through a combination of existing cash balances and cash flows from operations.
Cash Flows
The following tables summarize our sources and uses of cash (amounts in thousands):
Three Months Ended March 31, | Change | |||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Cash flows provided by (used in) | ||||||||||||||||
| Operating activities | $ | 1,305 | $ | 904 | $ | 401 | 44.3 | % | ||||||||
| Investing activities | (218 | ) | (139 | ) | (79 | ) | -56.9 | % | ||||||||
| Financing activities | 16,901 | (1,438 | ) | 18,339 | 1275.3 | % | ||||||||||
| Net increase / (decrease) in cash and cash equivalents | $ | 17,988 | $ | (673 | ) | $ | 18,661 | 2771.7 | % | |||||||
Net cash provided by operating activities for the three months ended March 31, 2026, was approximately $1,305 compared to cash provided of $904 thousand for the same period in 2025. Net income for the three months ended March 31, 2026 and 2025 was approximately $388 thousand and $807 thousand, respectively. During the three months ended March 31, 2026, operating activities were impacted by approximately $269 thousand of additional general and administrative expenses, mainly due to the public company related expenses not incurred in prior years, including salaries and wages. In addition, the Company recognized $359 thousand of federal income tax expense provision as a result of the conversion from a LLC to a C-Corporation in preparation of the IPO. However, these additional operating outflows were partially offset by the increase of $124 thousand in interest income as a result of the increase in investable cash balances which resulted from the Company’s net IPO proceeds of $16,902 thousand.
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| Table of Contents |
Net cash used in investing activities for the three months ended March 31, 2026, was $218 thousand as compared to $139 thousand for the three months ended March 31, 2025. This increase of $79 thousand was a direct result of continued capital spending in the Dallas manufacturing facility in order to facilitate increase sales and continual improvement on overall operations.
Net cash received in financing activities during the three months ended March 31, 2026, was $16,901 thousand as compared to a net cash used amount of $1,438 thousand for the three months ended March 31, 2025. The Company’s IPO related transactions in January 2026 resulted in net cash proceeds of $16,902 thousand. However, during the three months ended March 31, 2025, the Company paid member distributions related to member tax pass-through liabilities in the amount of $1,438 thousand.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Recently Issued Accounting Pronouncements
See Note 2 of Notes to Unaudited Condensed Financial Statements for accounting pronouncements issued but not yet adopted that may impact the Company’s condensed financial position, earnings, cash flows or disclosures.
Critical Accounting Policies and Estimates
There have been no material changes to the critical accounting estimates previously described in our Form 10-K for the fiscal year ended December 31, 2025.
Item 3. Qualitative And Quantitative Disclosures About Market Risk
We are a smaller reporting company as defined in Regulation S-K of the Securities Exchange Act of 1934, as amended, and are not required to provide the information under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, including the Company’s Chief Executive Officer and Chief Financial Officer, has begun implementing the processes and controls necessary to design and evaluate disclosure controls and procedures appropriate for a public company.
Changes in Disclosure Control Procedures
There have been no significant changes in our internal controls over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).
| 6 |
| Table of Contents |
PART II - Other Information.
Item 1. Legal Proceedings
The Company is not currently a party to any material legal proceedings. From time to time, the Company may be subject to various claims, lawsuits, and legal proceedings in the ordinary course of business. However, management does not believe that the outcome of any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously described in our Form 10-K for the fiscal year ended December 31, 2025.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3: Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5: Other Information.
Insider Trading Arrangements and Policies
During the quarter ended
March 31, 2026, no director or officer of the Company
Item 6. Exhibits
Exhibit Number |
Description of Exhibit | |
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
* Filed or furnished herewith.
†Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted because they are both not material and is the type that the Registrant treats as private or confidential. The Registrant hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 14, 2026 | BUDA JUICE, INC. | |
| By: | /s/ Horatio Lonsdale-Hands | |
| Horatio Lonsdale-Hands | ||
| Chief Executive Officer and Director | ||
| Date: May 14, 2026 | BUDA JUICE, INC. | |
| By: | /s/ Clint Bowers | |
| Clint Bowers | ||
| Chief Financial Officer | ||
Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||
| /s/ Horatio Lonsdale- Hands | Chief Executive Officer and Director | May 14, 2026 | ||
| Horatio Lonsdale-Hands | (Principal Executive Officer) | |||
| /s/ Clint Bowers | Chief Financial Officer | May 14, 2026 | ||
| Clint Bowers | (Principal Financial and Accounting Officer) |
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