Jamba Juice 2008 Annual Report Download

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Table of Contents
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¨¨ 
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
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  
  
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

Units, consisting of one share of Common Stock, par value
$0.001 per share, and one Common Stock Purchase Warrant The NASDAQ Stock Market LLC
Common Stock, par value $.001 per share The NASDAQ Stock Market LLC
Common Stock Purchase Warrants The NASDAQ Stock Market LLC


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨
(Do not check if a smaller reporting company)
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the registrant’s common stock, $0.001 par value per share, held by non-affiliates of the registrant as of July 24, 2007 was
$497,605,933 (based upon the closing sales price of registrant’s common stock on such date). For purposes of this disclosure, shares of common stock held
by persons who held more than 5% of the outstanding shares of common stock and shares held by officers and directors of the registrant have been excluded
in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of common stock of Jamba, Inc. issued and outstanding as of March 13, 2008 was 52,637,131.

Portions of the Proxy Statement for the 2008 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the end of the fiscal
year ended January 1, 2008, are incorporated by reference in Part III hereof. Except with respect to information specifically incorporated by reference in this
Form 10-K, the Proxy Statement is not deemed to be filed as part hereof.

Table of contents

  • Page 1
    ... offices) Registrant's telephone number, including area code: (510) 596-0100 Securities registered pursuant to Section 12(b) of the Tct: Units, consisting of one share of Common Stock, par value $0.001 per share, and one Common Stock Purchase Warrant The NASDAQ Stock Market LLC Common Stock...

  • Page 2
    ... DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE PRINCIPAL ACCOUNTING FEES AND SERVICES 138 138 138...

  • Page 3
    ...operations or financial condition; or state other "forward-looking" information...business strategy...extent required by applicable ...annual report, the documents incorporated herein and our other SEC filings could have a material adverse effect on our business, prospects, financial condition or operating...

  • Page 4
    ...go breakfasts, and snacks in our stores. Our menu items are designed to strengthen the relationship with our customers by offering products that are relevant to individuals striving for a healthy lifestyle. Product innovation is a high priority and our research and development team, composed of food...

  • Page 5
    ... specific health and lifestyle needs. On-zhe-Go Breakfasts: Yogurt and Fruit Blends: These refreshing blends of fruit, nonfat yogurt and soymilk offer healthy great taste to start the day right. Chunky Strawberry Smoothie: Eat it with a spoon! Our Chunky Strawberry Smoothie consists of a blend of...

  • Page 6
    ... Jamba Juice store locations. All Jamba Juice stores are designed to provide a highly interactive Jamba experience to build our customer relationship, including the enticing aroma of fresh fruit, vegetables and wheatgrass, the high-energy sounds of whirring blenders and team members calling...

  • Page 7
    ... volumes. At the same time, we understand that the foundation for growth lies in strong store-level economics. Accordingly, part of our growth strategy is to ensure that we achieve target metrics in terms of average unit volume, store level cash flow, store level cash flow margin, net cost per unit...

  • Page 8
    ... a healthier lifestyle. We want to make it easier for our customers, at Jamba, you don't have to sacrifice great taste for health. We have three pillars of healthy living: (1) We believe in the goodness of real whole fruit and things that come from this Earth; (2) We believe in being all natural and...

  • Page 9
    ... fastest growing day parts in the quick service restaurant industry-our research team has developed a new range of breakfast offerings, including Chunky Smoothies, Hot Stuff'd Pockets and fresh juice blends. This combination of optimizing existing products and expanding our menu with offerings that...

  • Page 10
    ... and distribute a line of healthy readyto-drink beverages under the Jamba brand name in 2008. Product Supply We are committed to providing only the finest smoothie, juice and other food products. Smoothie and juice products depend heavily upon supplies of fresh and fresh-frozen fruit. The quality...

  • Page 11
    ...Company could enter the market at any time and compete directly against Jamba Juice Company. We compete most directly with regional smoothie stores, most of which are franchises of other smoothie brands. Additionally, the rising popularity of convenient and healthy food items may result in increased...

  • Page 12
    ... would increase our labor cost. We are also subject to various laws and regulations relating to our current and any future franchise operations. See "Risk Factors-Risks Associated with Jamba, Inc.'s Business and Industry-Governmental regulation may adversely affect our ability to open new stores or...

  • Page 13
    ... development of food and beverage products and new equipment. The team participates in technical research and development activities, in addition to customary product testing and product and process improvements in all areas of its business. Seasonality Our business is subject to day to day...

  • Page 14
    ...Jamba Juice Company he worked for Hewlett Packard in San Diego, California as Director of World Wide Marketing from 2002 to 2006. From 2000 to 2002 he was with Freeborders Software in San Francisco, California as Senior Vice President of Marketing. In 1999 Mr. Coletta was with Cost Plus World Market...

  • Page 15
    ... or part of our field support and operations. The remainder of the employees were store management and hourly store personnel. The Company also hires a significant number of seasonal employees during its peak selling season during the Spring and Summer. Our employees are not covered by a collective...

  • Page 16
    ... in our revenue and operating margins. We compete with many well-established companies, food service and otherwise, on the basis of taste, quality and price of product offered, customer service, atmosphere, location and overall guest experience. We compete with other smoothie and juice bar retailers...

  • Page 17
    Table of Contents along increased fruit and dairy costs, our margin will decrease and our profitability will suffer accordingly. In addition, higher diesel and gasoline prices may affect our supply costs, near-term construction costs for our new stores and may affect our revenue going forward. For ...

  • Page 18
    ... revenues and results of operations. zhe planned increase in the number of our stores may make our future results unpredictable. There were 501 Company Stores and 206 Franchise Stores open as of January 1, 2008. In fiscal 2007, we opened 99 new Company Stores. We currently expect to open 45-55 new...

  • Page 19
    ... happen, new store expansion may be reduced and revenue and profit growth may be adversely affected. Our failure to manage our growth effectively could harm our business and operating results. Our current plans call for 45-55 new Company Stores in fiscal 2008 and a significant number of new stores...

  • Page 20
    ...-up period typically lasting approximately 24 months or more, during which they generated revenue and profit below the levels at which we expect them to normalize. This is in part due to the time it takes to build a customer base in a new market, higher fixed costs relating to increased construction...

  • Page 21
    ... operating costs at our newly opened stores, which are often materially greater during the first several months of operation; labor availability and wages of store management and team members; profitability of our stores, especially in new markets; changes in comparable store revenue and customer...

  • Page 22
    ... for (i) comparable store sales, (ii) earnings per share, or (iii) new store openings could cause the market price of the Company's stock to drop significantly. Our business and results may be subject to disruption from work stoppages, terrorism or natural disasters. Our operations may be subject...

  • Page 23
    ...this nature, if successful, could result in our payment of substantial damages. Our results of operations may be adversely affected by legal or governmental proceedings brought by or on behalf of employees or customers. In recent years, a number of restaurant companies, including Jamba Juice Company...

  • Page 24
    ... and for those working at the Company's Support Center. Other team members can purchase more limited healthcare benefits. In 2008, the San Francisco Healthcare Security Ordinance went into effect requiring covered employers to make minimum health care expenditures for their employees, to track such...

  • Page 25
    ... timely or to detect and prevent fraud. A significant financial reporting failure could cause an immediate loss of investor confidence in us and a sharp decline in the market price of our common stock. Results of operations may be volatile as a result of the impact of fluctuations in the fair value...

  • Page 26
    ...an option or warrant, thus locking in a profit. A significant number of short sales or a large volume of other sales within a relatively short period of time can create downward pressure on the market price of a security. Further sales of common stock issued upon exercise of our outstanding warrants...

  • Page 27
    ... Company currently serves its customers through a combination of Company Stores and Franchise Stores in 22 different states and the Bahamas. Store Count as of January 1, 2008 Franchise Company Stores Stores Total Arizona California Colorado Florida Illinois Indiana Minnesota New Jersey Nevada New...

  • Page 28
    ...common stock at an exercise price of $6.00. The Jamba, Inc. warrants will expire at 5:00 p.m., New York City time, on June 28, 2009, or earlier upon redemption. The closing price per share of Jamba, Inc. common stock, warrants and units as reported on the NASDAQ Global Market on March 13, 2008, was...

  • Page 29
    ... stockholder return since June 30, 2005 with the cumulative total return of (i) the NASDAQ Global Market and (ii) the Russell 2000 Index. The graph assumes that the value of the investment in our common stock and each index (including reinvestment of dividends) was $100 on July 28, 2005. 7/05 9/05...

  • Page 30
    ...Year Ended January 1, 2008 (1) January 9, 2007 (2) Period from January 1, 2006 to January 10, 2006 Period from January 6, 2005 (inception) to December 31, 2005 Revenue: Company stores Franchise and other revenue Total revenue Operating expenses: Cost of sales Labor costs Occupancy costs Store...

  • Page 31
    ... information can be found in the Management's Discussion and Analysis. Balance Sheet Data (at period end) January 1, 2008 January 9, 2007 January 10, 2006 December 31, 2005 Cash and cash equivalents Cash held in trust Total assets Total liabilities, including $25,241 of common stock subject...

  • Page 32
    ...Company. (In thousands) Period From June 28, 2006 to November 28, 2006 Fiscal Years Ended (1) June 27, 2006 June 28, 2005 June 29, 2004 June 24, 2003 Consolidated Statements of Operations Data: Revenue: Company stores Franchise and other revenue Total revenue Operating expenses: Cost of sales...

  • Page 33
    ... Services Acquisition Corp. International, "SACI") is a holding company and through its wholly-owned subsidiary, Jamba Juice Company, owns and franchises Jamba Juice stores. The Company believes it is the leading retailer of premium quality blended-to-order fruit smoothies, squeezed-to-order juices...

  • Page 34
    ... of healthy ready-to-drink beverages under the Jamba brand name in 2008. expanded the number of our store-within-store concepts with Safeway, Inc. and locations at universities and airports. While pursuing our strategy of improving profitability and/or operations, we: acquired 34 Jamba Juice...

  • Page 35
    ...revenue growth, discount rate, public market trading multiples and control premiums. The fair value of the reporting unit is reconciled to the Company's market capitalization plus an estimated control premium. Trademarks are not subject to amortization and are tested for impairment annually (at year...

  • Page 36
    ...We believe Jamba Juice offers a unique combination of experiences that are unlike other food concepts, including making healthy living easier without sacrificing great taste, an emphasis on fruit as the core, a vibrant in-store experience, and a commitment to the efficacy of our products. We expect...

  • Page 37
    ...) Ts Reported Fiscal Year Ended Fiscal Year Ended Proforma Fiscal Year Ended January 1, 2008 January 9, 2007 January 9, 2007 Revenue: Company stores Franchise and other revenue Total revenue Operating expenses: Cost of sales Labor costs Occupancy costs Store operating expense Depreciation...

  • Page 38
    ... for Jamba, Inc. for the fiscal year ended January 9, 2007. Fiscal Year Ended January 9, 2007 Pre-merger (1) Tdjustments Tctivity Ts Reported Proforma Revenue: Company stores Franchise and other revenue Total revenue Operating expenses: Cost of sales Labor costs Occupancy costs Store operating...

  • Page 39
    ... to make smoothies and juices, as well as paper products. The increase of cost of sales as a percentage of Company Stores revenues is primarily associated with higher fresh orange, orange juice and dairy ingredient costs, increased freight costs and coupons issued in support of the roll out of new...

  • Page 40
    ... by menu price increases taken in fiscal 2007. On a reported basis, labor costs decreased as a percentage of Company Store revenue in fiscal 2007 as compared to fiscal 2006 as a result of prior year deleverage resulting from lower sales in the slower Winter months, which include the six week period...

  • Page 41
    ... and marketing. The increase of store operating expenses as a percentage of Company Stores revenue on a proforma basis is primarily associated with the increase in marketing expenses to support our fiscal 2007 product initiatives and increased credit card fees due to increasing jambacard sales...

  • Page 42
    ...of Contents move of the support center from San Francisco, CA to Emeryville, CA, legal and accounting costs associated with the preparation of first-time post-merger public company filings with the Securities and Exchange Commission and costs associated with the internal control requirements of the...

  • Page 43
    ... of Jamba Juice Company. The Company was formed on January 6, 2005, to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar merger with an operating business that provides services. From January 6, 2005 (inception) until December 31, 2005, we had net...

  • Page 44
    ... of sales occurring during the summer months. The 22 Week Period encompasses a significant portion of the summer selling season. Revenue for Jamba Juice Company is comprised of revenue from Jamba Juice Company owned stores ("Company Stores") and royalties and fees from franchised locations. For...

  • Page 45
    ... are operated by Safeway employees. As of November 28, 2006, 13 of the 21 kiosks were open. Cost of sales of $30.0 million for the 22 Week Period is comprised of fruit, dairy and other products used to make smoothies and juices, as well as paper products. As a percentage of Company Store revenue...

  • Page 46
    ... other franchise revenue from Whole Foods Market. The development agreement between Jamba Juice Company and Whole Foods Market expired by its own terms on January 1, 2005. As of January 1, 2005, there were twentyfour Jamba Juice stores operated by Whole Foods Market within their grocery stores. Each...

  • Page 47
    ... kiosks within Safeway grocery stores. Jamba Juice Company kiosks within Safeway stores will be operated by Safeway employees. Cost of sales is comprised of fruit, dairy and other products used to make smoothies and juices, as well as paper products. Cost of sales for Company Stores increased by...

  • Page 48
    ... in JJC fiscal 2006. The higher bonuses for support center employees are based on Jamba Juice Company's profit performance versus its budgeted annual operating plan, comparable store revenue and personal goals. These cost increases were partially offset by $0.3 million lower legal expenses and...

  • Page 49
    ... equity method of accounting. Other than normal operating expenditures, cash requirements for fiscal 2008 are expected to consist primarily of capital expenditures for new Company Stores and the remodeling and refurbishment of existing locations. Management expects capital expenditures to be in the...

  • Page 50
    ... for its products, the Company purchases these products from third-party centralized distributors. These distributors source, warehouse and deliver specified products to both Company Stores and Franchise Stores. The Company does have multi-year pricing agreements with its two frozen yogurt suppliers...

  • Page 51
    ... portions of our revenue during the second and third quarters of the fiscal year, which align with the warmer summer season. In addition, quarterly results are affected by the timing of the opening of new Company Stores and weather conditions. However, growth of our store locations may conceal or...

  • Page 52
    ... growth, discount rate, public market trading multiples and control premiums. The fair value of the reporting unit is reconciled to the Company's market capitalization plus an estimated control premium. Trademarks are not subject to amortization and are tested for impairment annually (at year...

  • Page 53
    .... Jamba Juice Company has sold the jambacard since November of 2002. The jambacard works as a reloadable gift or debit card. At time of the initial load, in an amount between $5 and $500, the Company records an obligation that is reflected as jambacard liability on the consolidated balance sheets...

  • Page 54
    ...to its limited trading history, the Company uses volatility rates based on a 50/50 blend of historic, daily stock price observations of the Company's common stock since its inception and historic, daily stock price observations of the Company's peers (companies in Jamba Juice Company's industry that...

  • Page 55
    ... what information to disclose regarding business combinations. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual report period beginning on or after December 15, 2008. The Company is currently evaluating...

  • Page 56
    ... fruit and 100% pure fruit concentrates for less than one year based on estimated annual requirements. In order to mitigate the effects of price changes in any one commodity on its cost structure, the Company contracts with multiple suppliers both domestically and internationally. These agreements...

  • Page 57
    ... SUPPLEMENTTRY DTTT REPORT OF INDEPENDENT REGISTERED PUBLIC TCCOUNTING FIRM To the Board of Directors and Stockholders of Jamba, Inc. Emeryville, California We have audited the accompanying consolidated balance sheets of Jamba, Inc. and subsidiary (the "Company") as of January 1, 2008 and January...

  • Page 58
    ... their operations and their cash flows for the fiscal years ended January 1, 2008, January 9, 2007 and the period from January 1, 2006 to January 10, 2006, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained...

  • Page 59
    ...) January 1, 2008 January 9, 2007 TSSETS Current assets: Cash and cash equivalents Restricted cash and investments Receivables, net of allowances of $133 and $96 Inventories Prepaid taxes Prepaid rent Prepaid expenses and other current assets Deferred income taxes Total current assets Property...

  • Page 60
    ...amounts) January 1, 2008 January 9, 2007 January 1, 2006 to January 10, 2006 For the Period January 6, 2005 (inception) to December 31, 2005 Revenue: Company stores Franchise and other revenue Total revenue Operating expenses: Cost of sales Labor costs Occupancy costs Store operating expenses...

  • Page 61
    ...compensation expense Assumption of Jamba Juice Company options and warrants at fair value Net loss Balance as of January 9, 2007 Exercise of warrants Exercise of stock options Stock-based compensation expense Restricted shares vested in 2007 Net loss Balance as of January 1, 2008 - 3,750,000 15,000...

  • Page 62
    ..., stockholders Proceeds from sale of stock Gross proceeds of public offering Payments of costs of public offering Gross proceeds of over-allotment option offering Payments of costs of over-allotment option offering Cash provided by financing activities Net (decrease) increase in cash and equivalents...

  • Page 63
    ... the development stage. The Company offers a wide variety of fresh blended-to-order smoothies, fresh-squeezed juices, baked goods and snacks through retail stores. As of January 1, 2008, there were 707 locations consisting of 501 company owned and operated stores and 206 franchise stores operating...

  • Page 64
    ... losses in the Company's existing accounts receivable. Inventories -Inventories include only the purchase cost and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method (FIFO). Inventories consist of food, beverages and available-for-sale promotional...

  • Page 65
    ...revenue growth, discount rate, public market trading multiples and control premiums. The fair value of the reporting unit is reconciled to the Company's market capitalization plus an estimated control premium. Trademarks are not subject to amortization and are tested for impairment annually (at year...

  • Page 66
    ...time when the landlord delivers the property for us to develop. All rent costs recognized during construction periods are classified as pre-opening expenses. In accordance with SFAS No. 141, deferred rent recorded by Jamba Juice Company prior to the Merger was not recorded by the Company in purchase...

  • Page 67
    ... on recognition of jambacard breakage. Franchise revenue is generated from three sources: development fees, initial franchise fees, and royalties. Development fees are paid to the Company as part of an agreement to open and operate a specific number of stores in a specified territory. The amount...

  • Page 68
    ... in tax rates is recognized in income in the period that includes the enactment date. In establishing deferred income tax assets and liabilities, management of the Company makes judgments and interpretations based on enacted tax laws and published tax guidance applicable to the Company's operations...

  • Page 69
    ... had set up a liability on the balance sheet for the possible redemption of 3,448,275 shares of common stock in the amount of $25.2 million as of January 10, 2006 and December 31, 2005. No Public Stockholders voted against the merger with Jamba Juice Company. Upon completion of the Merger, the...

  • Page 70
    ...Gain (loss) on derivative liabilities." These warrants are freely traded on the NASDAQ Global Market, consequently, the fair value of these warrants are estimated as the market price of a warrant at each period-end. To the extent that the market price increases or decreases, the Company's derivative...

  • Page 71
    ... purchase price of Jamba Juice Company at their acquisition date estimated fair value of $2.3 million. The exercise price of these warrants range from $4.26 to $7.58. Segment Reporting -SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, requires financial information...

  • Page 72
    ... what information to disclose regarding business combinations. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual report period beginning on or after December 15, 2008. The Company is currently evaluating...

  • Page 73
    ... of operations from the Merger Date. The total purchase price for Jamba Juice Company was $251.8 million and is comprised of the following (in thousands): Cash payment to equity holders Cash held in escrow Fair value of Jamba Juice Company warrants assumed Fair value of Jamba Juice Company stock...

  • Page 74
    ... Current liabilities Accrued jambacard liability Deferred income tax liabilities, net Other long-term liabilities Total purchase price 81,548 93,773 172,200 5,344 2,863 (45,239) (14,830) (58,171) (3,780) $251,751 Trademarks All of Jamba Juice Company's products are sold under the Jamba Juice name...

  • Page 75
    ... Date, Jamba Juice Company had an outstanding balance of $17.7 million in accrued jambacard liability, which has been adjusted to fair value by discounting the projected cash flows to present value, which are calculated as the costs to service deferred revenue, plus an estimated profit margin. The...

  • Page 76
    ...(in thousands): Property, fixtures and equipment, net Other current assets Trademarks and other intangible assets, net Other long-term assets and deferred franchise revenue Other accrued expenses Deferred tax liabilities Other long-term liabilities Goodwill Total purchase price $ 4,377 398 1,095 71...

  • Page 77
    ... or terminated multi-unit license agreements. In addition, as of January 1, 2008, there are six stores operating in Whole Foods Markets with employees of Whole Foods Market operating the stores. As of January 1, 2008, one of the two current multi-area developers have contractual commitments to open...

  • Page 78
    ... stores, which is reported as franchise and other revenue. In June 2005, Jamba Juice Company entered into a Management Agreement with JJC Florida. Under this agreement, Jamba Juice Company managed and operated the stores owned by the area developer and did so using Jamba Juice Company employees...

  • Page 79
    ... Tmortization Net Tmortized Intangible Tssets Ts of January 9, 2007 Favorable leases Franchise agreements Employment agreements $ 3,501 1,314 730 $ (133) $ 3,368 1,303 Total Ts of January 1, 2008 Favorable leases Franchise agreements Employment agreements Reacquired franchise rights...

  • Page 80
    ..., LLC and the Company provide the Company the option to purchase 100% of the Company's partner's interest in the joint venture at its fair value, valid from October 1, 2008 to December 30, 2008. Under the amendments to the operating agreement, profits and losses are to be allocated to the members in...

  • Page 81
    ... Current liabilities Non-current liabilities and members' equity Revenue Gross profit Net loss from operations Net loss $ 1,844 11,442 4,421 8,855 38,157 26,360 (2,707) (2,707) $ 2,806 13,055 5,663 10,198 35,970 25,578 (915) (915) 9. LETSE COMMITMENTS The Company leases its office, retail stores...

  • Page 82
    ... $3.6 million and $1.3 million related to federal and state net operating losses, respectively. The difference between the effective income tax rate and the United States federal income tax rate is summarized as follows: January 1, 2008 January 9, 2007 January 10, 2006 December 31, 2005 Statutory...

  • Page 83
    ... 9, 2007 (in thousands): January 1, 2008 January 9, 2007 Reserves and accruals Deferred franchise revenue Class action payable Total current deferred tax asset Net operating losses Deferred rent Tax credit attributes Basis difference in intangibles Stock-based compensation Basis difference in fixed...

  • Page 84
    ... under the 2006 Plan have an exercise price equal to the closing price of the Company's common stock on the grant date. Options granted in 2006 under the 2006 Plan have an exercise price equal to the average of the closing price of the Company's common stock for five trading days, consisting of the...

  • Page 85
    ... Jamba Juice Company during fiscal 2006 was $4.66 and $6.19, respectively. There were no options exercised during fiscal 2006. At January 1, 2008, 2,400,073 stock options are expected to vest over the next four years. The fair value of restricted common stock is determined based on the closing price...

  • Page 86
    .... As of January 1, 2008, there was $6.1 million of total unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under the Plans that is expected to be recognized over a weighted-average period of 2.65 years. No stock-based compensation expense has been...

  • Page 87
    ...29, 2005, that was used to pay the fees of the American Stock Exchange. All of such amounts were repaid at the closing of the offering from the proceeds of the initial public offering not placed in trust. The Company paid up to $7,500 a month in total for office space and general and administrative...

  • Page 88
    ...-(continued) Fiscal Year 2006 Sixteen Weeks Ended May 2, Twelve Weeks Ended July 25, Twelve Weeks Ended October 17, Twelve Weeks Ended January 9, 2006 (1) 2006 (1) 2006 (1) 2007(1) Total revenue Gross profit Loss from operations Other income (expense) Net income (loss) $ - - (224) (81...

  • Page 89
    Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC TCCOUNTING FIRM To the Board of Directors and Stockholders of Jamba Juice Company and Subsidiary: We have audited the accompanying consolidated balance sheets of Jamba Juice Company and subsidiary (the "Company") as of November 28, 2006 and...

  • Page 90
    ... Line of credit note payable Litigation settlement payable Other accrued expenses Total current liabilities Deferred franchise revenue Deferred rent and other long-term liabilities Total liabilities Commitments and contingencies (Notes 7 and 14) Convertible redeemable preferred stock: No par value...

  • Page 91
    ...Period June 28, 2006 to November 28, 2006 (22 weeks) (Dollars in thousands) Fiscal Year Ended June 27, 2006 (52 weeks) Fiscal Year Ended June 28, 2005 (52 weeks) Revenue: Company stores Franchise and other revenue Total revenue Operating expenses: Cost of sales Labor costs Occupancy costs Store...

  • Page 92
    ... Total Common (Dollars in thousands) Common Stock Shares Tdditional Paid-In Capital Stockholders Tccumulated Deficit ' Deficit Balance as of June 29, 2004 Issuance of common stock Other Conversion of preferred shares Net income Balance as of June 28, 2005 Issuance of common stock Other Net...

  • Page 93
    ... Loss on asset impairment, store closures and disposals Gift certificate and jambacard breakage income Stock-based compensation Deferred rent and other Deferred income taxes Changes in operating assets and liabilities: Receivables, net of allowance Inventories Prepaid expenses and other current...

  • Page 94
    ...blended-to-order fruit smoothies, squeezed-to-order juices, blended beverages, and healthy snacks. Jamba Juice Company offers a wide variety of fresh blended-to-order smoothies, fresh-squeezed juices, baked goods and snacks through retail stores. As of November 28, 2006, Jamba Juice Company operated...

  • Page 95
    ... losses in Jamba Juice Company's existing accounts receivable. Inventories -Inventories include only the purchase cost and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Inventories consist of food, beverages, and available-for-sale promotional...

  • Page 96
    ...when assessing impairment. Jamba Juice Company identifies cash flows for retail net assets at the individual store level. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value, less estimated costs to sell. Jamba Juice Company makes judgments related to...

  • Page 97
    ... certificates and jambacard breakage. Franchise revenue is generated from three basic forms: development fees, initial franchise fees, and royalties. Development fees are paid to Jamba Juice Company as part of an agreement to open and operate a specific number of stores in a specified territory. The...

  • Page 98
    ... about Segments of an Enterprise and Related Information, requires financial information for each segment that is individually managed with separate operating results that are reviewed regularly by the chief operating decision makers. Jamba Juice Company has one reportable retail segment. 98

  • Page 99
    ...Whole Foods Market in which employees of Whole Foods Market are operating the stores. As of November 28, 2006, three of the four current multi-area developers have contractual commitments to open, cumulatively, 24 new franchise stores. Jamba Juice Company generally executes franchise agreements for...

  • Page 100
    ... $1,216,000 for the 22 Week Period and fiscal 2006, respectively, for managing and operating these stores, which is reported as franchise and other revenue. In connection with entering into the Management Agreement, JJC Florida's development rights were terminated. Equity losses of $30,000, $164,000...

  • Page 101
    ... net future cash flows of closed stores and buyout costs Balance as of June 30, 2006 Payments on liability Balance as of November 28, 2006 $- 543 543 (9) $ 534 Loss on Disposal of Other Assets -During the 22 Week Period and fiscal 2006 and 2005, Jamba Juice Company wrote off the net book value...

  • Page 102
    ... Juice Company provided Jamba Juice Company the option to purchase (at its fair market value) 100% of its partner's interest in the joint venture, valid from October 1, 2008 to December 30, 2008. Under the amendments to the operating agreement, profits and losses are to be allocated to the members...

  • Page 103
    ...Jamba Juice Company's equity investments in JJC Florida, LLC and JJC Hawaii, LLC (in thousands): November 28, 2006 June 30, 2006 June 30, 2005 Current assets Non-current assets Current liabilities Non-current liabilities and members' equity Revenue $ Gross profit Net loss from operations Net loss...

  • Page 104
    ...of any part of the business; and incurring capital expenditures in excess of $35 million in any year. Jamba Juice Company has obtained a waiver from its financial institution in regards to its merger agreement with Services Acquisition Corp. International. The outstanding balance on the Line was $15...

  • Page 105
    ... Deferred franchise revenue Class action payable Total current deferred tax asset Net operating losses Deferred franchise revenue Deferred rent Tax credit attributes Basis difference in fixed assets Basis difference in investments Total non-current deferred tax asset Total net deferred tax asset...

  • Page 106
    ...fair value of the warrants was estimated using the Black-Scholes model with the assumption of risk free interest rate of 5.05%, ten year expected life, a dividend rate of 0%, and volatility of 67%. The warrant entitled the holder to purchase a one-third share of Jamba Juice Company's common stock at...

  • Page 107
    ...Series A, Series B, Series C, Series D, and Series E Preferred Stock may elect, at any time after September 1, 2003, to have Jamba Juice Company redeem all of the then-outstanding shares of the applicable Series at the original purchase price per share, plus all declared but unpaid dividends on each...

  • Page 108
    .... Jamba Juice Company uses historical data to estimate expected employee behaviors related to option exercises and forfeitures. There is currently no market-based mechanism or other practical application to verify the reliability and accuracy of the estimates stemming from these valuation models...

  • Page 109
    ...,000 options, at an average exercise price of $4.00 per share. Subsequent to the grant, certain employees were given the opportunity to exchange their options for new options with an exercise price equal to the fair value of Jamba Juice Company's common stock six months from the exchange date. The...

  • Page 110
    ... law, to current and former employees designated as "General Manager" and "Assistant General Manager." Jamba Juice Company agreed to pay $3.0 million plus payroll taxes to the class and its representatives ratably over a five-year period beginning in fiscal 2004. The net present value of this...

  • Page 111
    ... fiscal 2005, Jamba Juice Company settled a sales tax audit related to prior years for $2.6 million, which is classified as other operating expenses. Other-Jamba Juice Company has commitments under contracts for the construction of leasehold and other improvements for stores to be opened in fiscal...

  • Page 112
    ...PROPERTY AND EQUIPMENT, net DEPOSITS TOTAL ASSETS LITBILITIES TND MEMBERS' EQUITY CURRENT LIABILITIES Accounts payable Accrued liabilities TOTAL CURRENT LIABILITIES DEFERRED RENT DEFERRED TENANT ALLOWANCES TOTAL LIABILITIES COMMITMENTS AND CONTINGENCIES (NOTE 4) MEMBERS' EQUITY TOTAL LIABILITIES AND...

  • Page 113
    ...2006 2007 2006 NET REVENUES COST OF GOODS SOLD GROSS MARGIN $ 8,788,...service fees to affiliates Marketing and promotion Depreciation and amortization Other 3,211,670 1,224,147 454,576 188,466 440,333 TOTAL STORE OPERATING EXPENSE STORE PROFIT CONTRIBUTION GENERAL, ADMINISTRATIVE AND DEVELOPMENT...

  • Page 114
    ... ) STTTEMENTS OF CHTNGES IN MEMBERS' EQUITY FOR THE YETRS E NDED DECEMBER 11, 2007 TND DECEMBER 12, 2006 Jamba Juice Company Juice Partners Florida, LLC Total BALANCES, DECEMBER 13, 2005 (UNAUDITED) NET LOSS BALANCES, DECEMBER 12, 2006 (UNAUDITED) NET INCOME BALANCES, DECEMBER 11, 2007 (UNAUDITED...

  • Page 115
    ... CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES CASH FLOWS USED IN INVESTING ACTIVITIES: Property and equipment expenditures NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR 5,374 (8,785) 10,649 (22,218) (1,640...

  • Page 116
    ...and operating Jamba Juice retail stores in the State of Florida under an exclusive development and licensing agreement (the "License Agreement") with JJC (Note 4). JPF is the managing member and is responsible for administering the affairs of the Company. Certain major decisions, as defined, require...

  • Page 117
    ... America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual...

  • Page 118
    ... Store restaurant Store retail $ 83,429 - $ 83,429 $ 63,612 11,032 $ 74,644 NOzE 4. COMMIzMENzS & CONzINGENCIES Other Commitments and Contingencies Royalty and Service Fees The Company pays royalty and service fees equal to 5 percent of Net Sales, as defined, pursuant to the License Agreement...

  • Page 119
    ... the development of the first ten Jamba Juice stores in Florida. According to the License Agreement, the Company is also required to pay JJC a front-end fee, the amount of which is determined by the total number of Jamba Juice stores in Florida and Hawaii combined. The Hawaii Jamba Juice stores are...

  • Page 120
    ... are included in marketing and promotion expense on the accompanying statements of operations. Blender Lease Agreement The Company entered into a lease agreement with a third-party to lease blender equipment for its store operations and is charged 2.0 cents per blended beverage sold. In 2007 and...

  • Page 121
    ..., management, marketing, human resources, and training are to be provided to the Company in return for a management fee. The agreement also provides for certain management and development consulting services to be provided to JJC by the Company. In 2007 and 2006, the Company incurred management fees...

  • Page 122
    ... of Contents REPORT OF INDEPENDENT CERTIFIED PUBLIC TCCOUNTTNTS The Board of Directors and Members of JJC Florida, LLC: We have audited the accompanying balance sheet of JJC Florida, LLC (the "Company") as of December 13, 2005 and the related statements of operations, changes in members' equity and...

  • Page 123
    ..., net OTHER ASSETS TOTAL ASSETS LITBILITIES TND MEMBERS' EQUITY CURRENT LIABILITIES Accounts payable Affiliated payable Accrued liabilities TOTAL CURRENT LIABILITIES DEFERRED RENT DEFERRED TENANT ALLOWANCES TOTAL LIABILITIES COMMITMENTS AND CONTINGENCIES (NOTE 4) MEMBERS' EQUITY TOTAL LIABILITIES...

  • Page 124
    ...,700 TOTAL STORE OPERATING EXPENSE PRE-OPENING COSTS STORE LOSSES BEFORE GENERAL, ADMINISTRATIVE AND DEVELOPMENT EXPENSES CONTRIBUTION GENERAL, ADMINISTRATIVE AND DEVELOPMENT EXPENSES: Payroll and related benefits Depreciation and amortization Management fees to affiliates, net Other TOTAL GENERAL...

  • Page 125
    Table of Contents JJC FLORIDT, LLC STTTEMENT OF CHTNGES IN MEMBERS' EQUITY FOR THE YETR ENDED DECEMBER 13, 2005 Juice Partners Florida, LLC Jamba Juice Company Total BALANCES, DECEMBER 28, 2004 MEMBERS' CONTRIBUTIONS NET LOSS BALANCES, DECEMBER 13, 2005 $(155,471) 500,000 (808,333) $ (463,804)...

  • Page 126
    ...in deferred tenant allowances Increase in deferred rent NET CASH USED IN OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES: Property and equipment expenditures CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from members' contributions NET INCREASE IN CASH CASH, BEGINNING OF YEAR CASH, END OF...

  • Page 127
    ... developing, owning and operating Jamba Juice retail stores in the State of Florida under an exclusive development and licensing agreement (the "License Agreement") with JJC (Note 4). The Company offers a wide variety of fresh blended-to-order smoothies, fresh-squeezed juices, baked goods and snacks...

  • Page 128
    ... food distribution contracts primarily with one supplier. This supplier provided during fiscal year 2005, 86% of product cost included in cost of sales, which potentially subjects the Company to a concentration of business risk. If this supplier had operational problems or ceased making product...

  • Page 129
    ... estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. No impairment losses were incurred in 2005. Deferred Rent The Company's lease agreements generally include scheduled rent increases during the...

  • Page 130
    ... incurred. Marketing and promotion costs amounted to $307,155 as of December 13, 2005. Income zaxes Income or loss for tax reporting purposes is the responsibility of the individual members and, accordingly, no provision or benefit for income taxes is recorded by the Company. Segment Reporting In...

  • Page 131
    ... $ 65,355 11,535 $ 76,890 NOzE 4. COMMIzMENzS AND CONzINGENCIES Lease Commitments The Company leases its store locations under operating leases expiring through 2015. Most of the leases provide for renewable option periods. Total lease expense approximated $624,000 as of December 13, 2005. 131

  • Page 132
    ... the development of the first ten Jamba Juice stores in Florida. According to the License Agreement, the Company is also required to pay JJC a front-end fee, the amount of which is determined by the total number of Jamba Juice stores in Florida and Hawaii combined. The Hawaii Jamba Juice stores are...

  • Page 133
    ... for the first five years following the opening of the first Florida store, JJC was required to spend a minimum of three-sevenths of contributions received from the Company toward the direct marketing of the Jamba Juice brand, services and products in the State of Florida. Such contributions were to...

  • Page 134
    ...store development, marketing, human resources, and training are to be provided to the Company in return for a management fee. The agreement also provides for certain management and development consulting services to be provided to CPH by the Company. In 2005, the Company incurred CPH management fees...

  • Page 135
    ... EVENz The Company entered into a management agreement with JJC on June 28, 2005. This agreement called for JJC to hire all of the store employees as well as the Company's two district managers and one marketing manager. On December 14, 2005, JJC hired the store team members of the Company. 135

  • Page 136
    ... treatment for the Company's purchase of Jamba Juice Company which was consummated in the fourth quarter of 2006. Subsequent to January 9, 2007, management has taken steps to implement controls around large, complex, non-routine transactions including hiring trained accounting personnel, and...

  • Page 137
    ... conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company's internal control over financial reporting as of January 1, 2008. In making this assessment, the Company's management used the criteria established in...

  • Page 138
    ... the Company's 2007 fiscal year. Information regarding the Executive Officers of the Company is contained in Part I of this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSTTION The information required by Item 11 is incorporated herein by reference from the Company's 2008 Proxy Statement...

  • Page 139
    ... to Financial Statements Report of Independent Registered Public Accounting Firm-JJC Florida, LLC for the fiscal year ended December 13, 2005 Balance Sheet Statement of Operations Statement of Changes in Members' Equity Statement of Cash Flows Notes to Financial Statements (2) List of Financial...

  • Page 140
    ... 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, in the City of Emeryville, State of California, on the 14 th day of March, 2008. JAMBA, INC. By...

  • Page 141
    Table of Contents EXHIBIT INDEX Exhibit Filed Number Description Form File No. Exhibit Filing Date Herewith 2.1 Agreement and Plan of Merger by and among Services Acquisition Corp International, JJC Acquisition Company and Jamba Juice Company, dated as of March 6, 2006. 8-K 001-32552 10...

  • Page 142
    ... for the property located at 6475 Christie Avenue, Emeryville, CA 94608, by and between Jamba Juice Company and Bay Center Office, LLC dated July 28, 2006. Real Property Lease for the property located at 1700 17th Street, San Francisco, CA, 94103, by and between Jamba Juice Company and Henry Shweid...

  • Page 143
    ...19 10.20 Form of Non-Qualified Stock Option Agreement under the 2006 Plan.** Non-employee Director Compensation Policy.** 10.21 10.22 10.23 10.24 10.21 10.2 10.3 Form of Securities Purchase Agreement between Services Acquisition Corp. International and investors, as amended. Form of Registration...

  • Page 144
    ... (or portions thereof) has been filed separately with the Securities and Exchange Commission pursuant to an application for confidential treatment. The confidential portions of this exhibit have been omitted and are marked by an asterisk. Management contract, or compensatory plan or arrangement. 144

  • Page 145
    ... company ("Distributor") with respect to the following facts: A. JJC is an operator and franchiser of retail smoothie and juice stores. B. Distributor is a warehouser and distributor of dry, chilled and frozen food service products ("Products"). C. The parties desire to enter into a business...

  • Page 146
    ... bread products, and proprietary straws, cups, lids and napkins. "JJC Proprietary Inventory" shall mean Product that is labeled or printed with the Jamba Juice logo, which is not to be sold to any customer other than the Stores, or which is purchased at the request of JJC and not otherwise stocked...

  • Page 147
    ... is the total number of items in an Order. "Slow Inventory" shall mean Products that move fifteen Full Cases or less within a 30-day period. "Stores" shall mean, individually or collectively, Company Stores and/or Franchised or Licensed Stores, as the context so permits or requires. "Supply" or...

  • Page 148
    ... the purchase, warehouse, and distribution of Products to meet the requirements of JJC for sale in the Company Stores as described herein. (hereafter, "Supply" or " Supplying"). 2.2 Distribution for Franchised or Licensed Stores . During the term of this Agreement, Distributor agrees to offer to...

  • Page 149
    ... Product Worksheet. On or about the 20 TH of each month, Jamba's Contract Compliance Coordinator will provide the Distributor a summary of "contract pricing" for the up coming month. The contracted products are listed with FOB origin, inbound freight, landed costs and delivered pricing to the stores...

  • Page 150
    ...days of receipt. Distributor agrees to sell all Products as calculated in the "Directed" pricing model, using Distributor's Landed Cost plus "standard mark-up" schedule. All pricing for that month shall remain fixed unless prior authorization is granted by Jamba Juice. 4.5 General Inventory pricing...

  • Page 151
    ... 25.4 pounds. During the course of this contract, if case cube and / or weight average increases [****]% or more, an equivalent case cost adjustment will be calculated and applied to the current fee per case. 4.10 Master Distribution Relationship . Distributor will act as a "Master Distributor" by...

  • Page 152
    ... will deliver to each Store a copy of the order guide by the first day of each Month. 6.3 Order Procedure . The Distributor agrees to provide several options for facilitating order placement, including: phone; fax; on-line via internet; and Jamba's "proprietary" solution. Jamba Juice Company Stores...

  • Page 153
    ...unless agreed to be store management. Should Distributor fail to deliver within such two-hour window, or deliver less Product than ordered to the Store, Distributor will pay Incremental Product Costs that the Store incurs, plus $10.00, to cover the shortage (Incremental Product Costs will be limited...

  • Page 154
    ...the respective walk-ins via dolly, and shall stock Products on the shelves. All dry Products are to be placed together in the storage areas located in the back of each Store. Store management is responsible for preparing walk-in units for deliveries by moving all existing merchandise to the front of...

  • Page 155
    ... Distributor fail to meet this commitment, Distributor shall reimburse Incremental Product Costs, plus $[****], that the Store incurs to cover the shortage. The Incremental Product Cost will be limited to a maximum usage of a normal 24-hour period. (c) Expedited Orders . If the Distributor has run...

  • Page 156
    ... the Store to the opening Order delivery date once the Order has been placed with Distributor must be made at least two (2) days prior to the opening Order delivery date or the Store shall be subject to a one-time special handling charge of $[****]. 8. SERVICE LEVEL 8.1 Unit Fill Rate . Distributor...

  • Page 157
    ... will offer a toll-free number for placing orders and customer service issues. The Distributor agrees to provide a customer service representative for the JJC account. The Distributor will provide JJC store management with a list of contact telephone numbers to reach someone after hours or...

  • Page 158
    ... any study, plan, report or data pertaining to JJC, any information about JJC's products, methods of doing business, profit or sales, information about markets, information about customers, and all other matters concerning JJC's business methods, and information that Distributor develops, assists in...

  • Page 159
    ...ii) the Landed Cost of the original item ordered. If the substitution is the result of a negligent or wrongful act or omission on the part of JJC or other causes beyond the reasonable control of Distributor, then the purchase price shall be Distributor's Landed Cost plus the applicable standard mark...

  • Page 160
    ... a party designated by JJC will pick up the Products in stock at Distributor's warehouse(s), and will pay Distributor's Landed Cost plus [****]% (Landed Cost multiplied by [****]). One or more of the above options must be executed within thirty (30) days of the termination of this Agreement. Payment...

  • Page 161
    ... their original containers. The Distributor shall credit JJC with the delivered cost of any such returned Products and such credit shall be reflected on a credit memo to be mailed within five (5) business days posted to the account of claim. Approval from the Distributor Customer Service Department...

  • Page 162
    ... shall be written by an insurance company acceptable to JJC and naming Jamba Juice Company, their franchise and licensee partners, as coinsured on such policy, with proof of such insurance provided to JJC within thirty (30) days of Agreement date. Any such policy shall include a provision for thirty...

  • Page 163
    ... term of this Agreement. If any monthly review discloses that the average cost per gallon Distributor paid for fuel during the month under review increased or decreased by [****], or more, compared to the base fuel target costs, then for the month under review, a fuel surcharge shall be applied. The...

  • Page 164
    ... COPY FILED HEREWITH MOUNTS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Jamba Fuel Surcharge Rate By Region EIA .CA Average from EIA. Rockey to...

  • Page 165
    ... even after termination of this Agreement. 21. REPORTS The Distributor and JJC agree to work toward developing a mutually acceptable method for providing electronic transmission of data among stores, Distributor, JJC's Franchisee's Office, and JJC's Corporate Office. Until such time as electronic...

  • Page 166
    ... value. (c) Weekly Product Tracking: requires the completion of a custom template for inventory sensitive items. (d) Order-guides: are to be provided on a monthly basis in Excel format upon the completion of the Directed Pricing Process. (e) Periodic Surcharge & Penalty Reports : may be required...

  • Page 167
    ... by JJC, and have a copy of the audit report sent to JJC's Manager of Supply Chain and Logistics annually. A copy of a current report must be sent to JJC's Manager of Supply Chain and Logistics within sixty (60) days of the date this Agreement commences. Failure to score a minimum of 850 through...

  • Page 168
    ..."Service Level." 28. ARBITRATION This Agreement is entered into in California and is hereby governed by the State of California's laws and regulations. In the event of a dispute, exclusive venue will be San Francisco, California. Any disputes shall be settled via American Arbitration Association...

  • Page 169
    ...personally delivered or sent by: messenger, overnight delivery service, certified mail return receipt requested or facsimile. Postage must be fully prepaid, and it must be addressed as follows: To Distributor: Jeff Allen Chief Operating Officer Southwest Traders, Inc. 27711 Diaz Road Temecula, CA...

  • Page 170
    ... Chain Management Jamba Juice Company 6475 Christie Avenue Emeryville, CA 94608 Don Breen Chief Financial Officer Jamba Juice Company 6475 Christie Avenue Emeryville, CA 94608 With copy to: All notices shall be deemed delivered upon receipt or seventy two (72) hours after deposit in any United...

  • Page 171
    ... basis with Supplier's other customers as determined in a reasonable manner and communicated to JJC. In addition, in the case of Product shortage caused by a force majeure event, Suppler shall assist JJC in purchasing Product from third parties during the period of time Supplier is unable to supply...

  • Page 172
    ...of any subsequent Default or nullify the effectiveness of that term or condition. 43. PUBLICITY No promotional material, advertising, or notice to any third party (whether written or oral) concerning this Agreement shall be issued, given, or otherwise disseminated without the prior approval of JJC...

  • Page 173
    The parties hereto have executed this Agreement as of the day and year first above written. SOUTHWEST TRADERS, INC. By: /s/ Jeff Allen Jeff Allen, Chief Operating Officer JAMBA JUICE COMPANY By: /s/ Greg Schwartz Greg Schwartz, V.P. of Supply Chain Management 29

  • Page 174
    EXHIBIT 21.1 Name of Company Jurisdiction of Incorporation Jamba Juice Company California

  • Page 175
    ... to the adoption of two new accounting standards), and the effectiveness of Jamba, Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Jamba, Inc. for the fiscal year ended January 1, 2008. /s/ Deloitte & Touche LLP han Francisco, California March 14...

  • Page 176
    ... of Jamba Juice Company and subsidiary (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of a new accounting standard) appearing in this Annual Report on Form 10-K of Jamba, Inc. for the fiscal year ended January 1, 2008. /s/ Deloitte...

  • Page 177
    ... March 23, 2006, except for notes 1, 10, and 12, which are dated August 1, 2006 appearing in this Annual Report on Form 10-K of Jamba, Inc. (formerly hervices Acquisition Corp. International) for fiscal year ended January 1, 2008. /s/ Rothstein, Kass & Company, P.C. Roseland, New Jersey March 13...

  • Page 178
    ... Registration htatement No. 333139128 on Form h-8, of our report dated June 9, 2006, appearing in this Annual Report on Form 10-K of Jamba, Inc. (formerly hervices Acquisition Corp. International) for fiscal year ended January 1, 2008. /s/ Morrison, Brown, Argiz & Farra, LLP Miami, Florida March 12...

  • Page 179
    ..., certify that: 1. I have reviewed this annual repurt un Furm 10-K uf Jamba, Inc.; 2. Based un my knuwledge, this repurt dues nut cuntain any untrue statement uf a material fact ur umit tu state a material fact necessary tu make the statements made, in light uf the circumstances under which such...

  • Page 180
    ... the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who...

  • Page 181
    ... PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Jamba, Inc. (the "Company") on Form 10-K for the year ended January 1, 2008, as filed with the Securities and Exchange Commission on the date hereof (the...

  • Page 182
    ... PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Jamba, Inc. (the "Company") on Form 10-K for the year ended January 1, 2008, as filed with the Securities and Exchange Commission on the date hereof (the...