Jamba Juice 2008 Annual Report Download - page 116

Table of Contents
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 
JJC Florida, LLC (the “Company”), is a Florida limited liability company established on August 13, 1999, pursuant to an operating agreement (the
“Agreement”) between Juice Partners Florida, LLC (JPF), a Florida limited liability company, and Jamba Juice Company (JJC), a California corporation
(herein referred to collectively as the “Members”). The Company was established for the purpose of 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).
JPF is the managing member and is responsible for administering the affairs of the Company. Certain major decisions, as defined, require the approval
of a management committee, which is comprised of representatives from JPF and JJC. Prior to the Agreement Amendment discussed below, profits and losses
were to be allocated to the Members in proportion to their interests. The Agreement also provides JJC the option to purchase 100 percent of JPF’s interest in the
Company for a period of ninety days commencing on the sixth year anniversary of the first Jamba Juice store that opened on June 3, 2000. JJC did not exercise
the option, therefore, the Agreement shall continue through the earlier of the dissolution of the License Agreement or August 31, 2019. In addition, prior to the
Agreement Amendment discussed below, the Members committed to make up to $9 million in capital contributions, if requested by JPF. As of December 11,
2007, accumulated Member’s capital contributions approximated $7,688,000.
On October 20, 2003, the Company entered into two amendments to the Agreement and License Agreement (“Amendments”), whereby JJC shall provide
additional capital contributions of up to $2 million (“Additional Contribution”), thereby increasing the Members total commitment in capital contributions to
$11 million. Under the Amendments, profits and losses are to be allocated to the Members in proportion to their cash contributions to the Company until the
end of the fiscal year during which the cumulative profits of the Company equal or exceed the cumulative losses previously realized. Thereafter, profits shall
be allocated to the Members in proportion to their recalculated interests. Under the Amendments, the recalculated interests of the Members are based on the
commitment of the Additional Contribution, except that the commitment of the Additional Contribution made by JJC shall include a 25 percent premium.
On June 28, 2005, the Company entered into a third amendment (the “Third Amendment”) to the Agreement and License Agreement, whereby JJC is
provided the option to purchase 100 percent of JPF’s interest in the Company for a period of 90 days commencing on October 1, 2008. If JJC does not exercise
its purchase option, the Agreement shall continue through the earlier of the dissolution of the License Agreement or August 31, 2019.
The allocation of profits and losses are based on cash contributions received by the Company as follows:
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JPF 64.8% 64.8%
JJC 35.2% 35.2%
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The Company operated 13 stores as of December 11, 2007. The stores sell Jamba Juice smoothie and juice beverages, snacks, packaged goods and
retail accessories.
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