Jamba Juice 2013 Annual Report Download

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Jamba, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-32552 20-2122262
(State or other jurisdiction of
incorporation)
(Commission
File No.)
(I.R.S. Employer
Identification No.)
6475 Christie Avenue, Suite 150,
Emeryville, California 94608
(Address of principal executive offices)
Registrant’s telephone number, including area code: (510) 596-0100
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.001 per share The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes o 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 o 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o
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. o
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 o Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

Table of contents

  • Page 1
    ... (Address of principal executive offices) Registrant's telephone number, including area code: (510) 596-0100 Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $.001 per share Securities registered pursuant to Section 12(g) of the Act: NONE The NASDAQ Stock Market...

  • Page 2
    ...of shares of common stock of Jamba, Inc. issued and outstanding as of March 3, 2014 was 17,155,430. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2013 Annual Meeting of Stockholders (the "Proxy Statement"), to be filed within 120 days of the end of the fiscal year ended...

  • Page 3
    ... OF OPERATIONS QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES OTHER INFORMATION PART III DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE...

  • Page 4
    ... accelerated growth, new store openings, Company Store comparable sales, expense management and the like. You should read statements that contain these words carefully because they: • • • discuss future expectations; contain projections of future results of operations or financial condition...

  • Page 5
    ..., Jamba offers great tasting, whole fruit smoothies, fresh squeezed juices and juice blends, hot teas, and a variety of food items including, hot oatmeal, breakfast wraps, sandwiches, Artisan Flatbreads TM , baked goods and snacks in our restaurants. Jamba Juice Company expanded the Jamba brand...

  • Page 6
    ... introduced several products in 2013 including: • Jamba Kids TM Meal - a line of delicious and nutritious meal options specially designed to support a kid's healthy lifestyle. The meal is customizable and includes a choice of any Jamba Juice Kids Smoothie along with a wholesome food pairing for...

  • Page 7
    ... up to one million smoothies or juices for customers who are using their "tap to pay" Mobile WalletTM technology to redeem their free smoothie offer. This promotion is known as "the million smoothie or juice giveaway." Jamba is very committed to helping improve the health and wellness of children...

  • Page 8
    ... In 2014, we plan to roll out our whole food blending and juicing platform to over 500 stores system-wide. We will continue to develop integrated programs that deliver excellent customer service and first-class product knowledge to our team members. We are also launching our Jamba Insider Rewards TM...

  • Page 9
    ... serve our blended whole food and premium juice platforms. The Jamba Smoothie Station concept was launched in 2012. This concept is an express service utilizing existing technology to make select smoothie flavors in small, efficient spaces. The Smoothie Station concept is designed to target...

  • Page 10
    ... agreement with SPC Group, a leading specialty food company in South Korea with over 5,000 retail locations across several brands, to develop 200 Jamba Juice stores in South Korea over 10 years. The first Jamba Juice store opened at the Incheon airport in January 2011. During 2013 we opened six new...

  • Page 11
    ... territory fee, store opening fees, and ongoing royalty revenues based on a percentage of sales. Jamba Juice store locations at the end of fiscal 2013 were comprised of approximately 31% Company Store locations and 69% Franchise and International Store locations, globally. New products, partners...

  • Page 12
    ... savings from our system to increase operating margin; design our organization for faster and more flexible execution and enhanced focus on growth initiatives; and implement in-store technology to heighten our customer experience. During the fourth quarter of fiscal 2013, we launched a major cost...

  • Page 13
    ... is designed to improve operational execution and performance by establishing comprehensive standards which we expect all of our stores to achieve and maintain. In addition, the bonus program for Company Store managers rewards customer service goal achievements. These factors continue to positively...

  • Page 14
    ... "Team Up For a Healthy Breakfast Challenge" which drove increased participation in school breakfast in a key California market. Marketing programs focused on promoting our healthier kids offerings included a national campaign tied to the launch of the Disney Planes movie and a Jamba Kids Meals roll...

  • Page 15
    ..., price-value relationships, customer service, name recognition, employee hiring and retention and location. Jamba competes with international, national, regional and local retailers of beverage and food products, including quick service restaurants/fast food establishments, coffee shops, juice bars...

  • Page 16
    ..., or health and nutrient claims on menus or otherwise, such as "low calorie", "healthy" or "organic"; (g) establish requirements concerning withholdings and employee reporting of taxes on tips and (h) regulate or ban the use of polystyrene cups. In order to develop and construct more stores, we...

  • Page 17
    ... is shared with the Company. Franchisees set their own menu prices. Company Stores use the Company's licensed labor management software to record employee time clock information, schedule labor, and provide management reports. Company Stores and many Franchise Stores use the Company's licensed food...

  • Page 18
    ...on staffing our stores and support center positions with skilled team members who embrace our culture and invest in training programs to ensure the quality of our store operations. Available Information Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and...

  • Page 19
    ...many food services businesses may result in reductions 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 consumer experience...

  • Page 20
    ... or modified arrangements with existing or new suppliers or new service providers. If we expand our operations into new geographic areas through new Company Stores, Franchise Stores and/or the JambaGO platform, or introduce new products with special manufacture, storage or distribution requirements...

  • Page 21
    ... and training our team members. A considerable number of the team members employed by us are paid at rates related to the federal minimum wage. In 2009, the federal minimum wage increased to $7.25 per hour. Additionally, many of our Company Store team members work in stores located in states...

  • Page 22
    ... damage, lost sales when our stores are forced to close for extended periods of time and interruptions in supply when vendors suffer damages or transportation is affected. In addition, our corporate offices and support center is located in Northern California near known earthquake fault lines. If...

  • Page 23
    ...Our financial performance is highly dependent on stores located in California. Stores located in California comprise over 93% of Company Stores and generate a significant portion of our Company Store revenue. These stores also comprise over 28% of our total system stores. In recent years, California...

  • Page 24
    ... adversely affect our overall business and results of operations. RISKS RELATED TO OUR FRANCHISE BUSINESS Our growth strategy depends on increasing franchise ownership. Because our current growth strategy is to emphasize Franchise Store development, we receive an increasingly significant amount of...

  • Page 25
    ... reach expected revenue levels, and may never do so, thereby affecting our overall royalty income. As with the experience of other retail food concepts that have tried to expand nationally and internationally, we may find that the Jamba Juice concept has limited appeal to customers in new markets or...

  • Page 26
    ... franchisees. RISKS RELATED TO THE FOOD SERVICE BUSINESS Litigation and publicity concerning food quality, health claims, and other issues can result in liabilities, increased expenses, distraction of management, and can also cause customers to avoid our products, which could adversely affect our...

  • Page 27
    ...results accurately and 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. Our anti-takeover provisions may delay or prevent a change of control of us...

  • Page 28
    ... to the operating performance of particular companies. Broad market factors, including the effect of international political instability, armed conflict, natural disasters, financial markets, and general economic conditions, may have a material adverse effect on our stock price, regardless of...

  • Page 29
    ..., 2013 Franchise & International Stores Company Stores Total United States Arizona California Colorado Connecticut Delaware District of Columbia Florida Georgia Hawaii Idaho Illinois Indiana Kansas Kentucky Louisiana Maryland Massachusetts Michigan Minnesota Missouri Montana North Carolina New...

  • Page 30
    ... arising in the ordinary course of its business, but it is not currently a party to any legal proceeding that management believes would have a material adverse effect on the consolidated financial position or results of operations of the Company. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. 26

  • Page 31
    ... high and low closing sales prices of our shares of common stock as reported on the NASDAQ Global Market, as applicable, for each quarter during the last two fiscal years. Common Stock High Low 2012 First Quarter 2012 Second Quarter 2012 Third Quarter 2012 Fourth Quarter 2013 First Quarter 2013...

  • Page 32
    ...stockholder return since December 30, 2008 with the cumulative total return of (i) the NASDAQ Composite Index, (ii) the Russell 2000 Index and (iii) Russell MicroCap Index. The graph assumes that the value of the investment in our common stock and each index (including reinvestment of dividends) was...

  • Page 33
    ... share data and per share amounts) Statements of Operations Data Fiscal Year Ended Fiscal Year Fiscal Year Ended January Ended January December 31, 1, 2013(2) 3, 2012(1)(2) Fiscal Year Ended December 28, 2010(2) Fiscal Year Ended December 29, 2009(2) 2013(2) Revenue: Company stores Franchise...

  • Page 34
    ... financial statements as of and for the fiscal years ended December 31, 2013 and January 1, 2013: Fiscal Year Ended December 31, 2013 January 1, 2013 Percentage change in Company Store comparable sales (1) Total Company Stores Total Franchise Stores - Domestic Total International Stores Total...

  • Page 35
    ...Stores opened Franchise Stores closed Franchise Stores purchased from Company Total Franchise Stores - Domestic 473 52 (21) 31 39 (10) 391 22 (12) 42 443 January 3, 2012 1 473 Fiscal year ended 535 December 31, 2013 January 1, 2013 International Stores: Beginning of year International Stores...

  • Page 36
    ...brand, Jamba offers great tasting, whole fruit smoothies, fresh squeezed juices and juice blends, hot teas, and a variety of food items including, hot oatmeal, breakfast wraps, sandwiches, Artisan Flatbreads TM, baked goods and snacks in our restaurants. Jamba Juice Company expanded the Jamba brand...

  • Page 37
    ... 69% Franchise and International Store locations and 31% Company Store locations. Fiscal 2013 Financial Summary • • • Net income was $2.1 million compared to $0.3 million for the prior year. Company Stores comparable sales increased 0.5% for the year compared to the prior year, reflecting...

  • Page 38
    .... We have been addressing consumer health and wellness needs by offering specialty beverages and new product platforms that will meet our customers' needs across all day-parts. We partnered with the Jamba Healthy Living Council to design our new Jamba Kids Meals line and in January 2013, we launched...

  • Page 39
    ... launched the Jamba Healthy Living Fitness Council and has been hosting promotional events and other activities to support of our new and expanded fresh-squeezed juice offerings, primarily at our Company Store in Santa Monica, California. In addition, we added San Francisco 49ers tight end Vernon...

  • Page 40
    .... In order to improve productivity and to enhance customer experience and speed of service at store-level, we continue to introduce technology enhancements, including innovative point of sale technologies, designed to increase the speed of payment. During the fourth quarter of 2013, we launched...

  • Page 41
    ... of service in our stores, by utilizing the tap to pay technology. During fiscal 2013, operating margin increased by 70 basis points or $1.8 million to $2.4 million, due to the increase in Company Store comparable sales and the growth in our JambaGO business model. Our Company Store-level margins...

  • Page 42
    ...of the trademarks exceeds the fair value. The fair value of trademarks was estimated using the income approach, which is based on assumptions about future cash flows resulting from our franchise, license agreements and acquired businesses. Other Intangible Assets with Finite Lives Intangible assets...

  • Page 43
    ...in the consolidated statements of operations. Share-based compensation We account for share-based compensation based on fair value measurement guidance. The fair value of options granted is estimated at the date of grant using a Black-Scholes option-pricing model. Option valuation models, including...

  • Page 44
    ... share data and per share amounts) Year ended December 31, 2013 % (1) Year ended % (1) Year ended % (1) January 1, 2013 January 3, 2012 Revenue: Company Stores Franchise and other revenue Total revenue Costs and operating expenses (income): Cost of sales Labor Occupancy Store operating...

  • Page 45
    ...2012. Total revenue is comprised of revenue from Company Stores, royalties and fees from Franchise Stores in the U.S. and from International Stores, income from JambaGO locations, license income from sales of Jamba-branded CPG products and direct sales of CPG products. Company Store revenue Company...

  • Page 46
    ...The number of Franchise Stores and International Stores grew to 508 as of January 1, 2013 compared to 462 as of January 3, 2012. Cost of sales Fiscal Year 2013 to Fiscal Year 2012 Cost of sales is mostly comprised of fruit, dairy, and other products used to make smoothies and juices, paper products...

  • Page 47
    ... was primarily due to an increase in sales. Labor Fiscal Year 2013 to Fiscal Year 2012 Labor costs are comprised of store management salaries and bonuses, hourly team member payroll, training costs and other associated fringe benefits. As a percentage of Company Store revenue, labor costs were 29...

  • Page 48
    ...Year 2013 to Fiscal Year 2012 General and administrative ("G&A") expenses include costs associated with our corporate headquarters in Emeryville, CA, field supervision, performance related incentives, outside and contract services, accounting and legal fees, travel and travel-related expenses, share...

  • Page 49
    ... to the prior year, when nine new Company Stores, 22 new Franchise Stores and 18 new International Stores were opened. Impairment of long-lived assets Fiscal Year 2013 to Fiscal Year 2012 Long-lived assets are reviewed for impairment when indicators of impairment are present. Expected future cash...

  • Page 50
    ...). Fiscal Year 2012 to Fiscal Year 2011 For fiscal 2012, other operating, net was $1.8 million of income, compared to expense of $0.2 million for fiscal 2011. The increase in income of $2.0 million is primarily due to lower loss on disposal of fixed assets as sale of Company Stores pursuant to...

  • Page 51
    ... same Company and Franchise Stores for the fiscal year 2012. A Company or Franchise Store is included in this calculation after its first full fiscal period of operations. System-wide comparable store sales do not include International Stores, Smoothie Stations and JambaGO locations. The number of...

  • Page 52
    ... is a key driver to accelerate growth and to achieve certain operational efficiencies. This initiative also helped to shift our business to an asset light model. We initially planned to complete the sale of up to 150 Company Stores to new or existing franchisees. By the close of fiscal 2011, we had...

  • Page 53
    ... and Quarterly Results ." We also expect to have increased expenditures during the first part of the fiscal year as we invest in product development and domestic expansion with the goal to have new products released and new stores open by mid-year to take advantage of the busier summer months. 49

  • Page 54
    ... to open up to two new Company Stores. We intend to embark on a significant refresh of all Jamba stores to provide a contemporary and fresh experience for our customers and that includes the whole food nutrition and premium platform. Financing Activities Net cash provided by financing activities...

  • Page 55
    ... of the fiscal year, which encompasses the winter months and the holiday season, has traditionally been our lowest revenue volume quarter. Although we have expanded the number of stores offering our hot oatmeal, hot beverages, sandwiches and California Flatbread selections, our business will likely...

  • Page 56
    ...year based on estimated annual requirements. In order to mitigate the effects of price changes in any one commodity on our cost structure, we contract with multiple suppliers both domestically and internationally. These agreements typically set the price for some or all of our estimated annual fruit...

  • Page 57
    ... CONSOLIDATED FINANCIAL STATEMENTS Page No. Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at December 31, 2013 and January 1, 2013 Consolidated Statements of Operations for the Years Ended December 31, 2013, January 1, 2013 and F-1 F-2 F-3 F-4 January 3, 2012...

  • Page 58
    ... financial position of Jamba, Inc. and subsidiaries as of December 31, 2013 and January 1, 2013 and the results of their operations and their cash flows for the fiscal years ended December 31, 2013, January 1, 2013 and January 3, 2012, in conformity with U.S. generally accepted accounting principles...

  • Page 59
    ...and health insurance reserves Accrued jambacard liability Other current liabilities Total current liabilities Deferred rent and other long-term liabilities Total liabilities Commitments and contingencies (Notes 9 and 17) Series B redeemable preferred stock, $.001 par value, 304,348 shares authorized...

  • Page 60
    ... and per share amounts) Fiscal Year Ended December 31, Fiscal Year Ended Fiscal Year Ended 2013 January 1, 2013 January 3, 2012 Revenue: Company stores Franchise and other revenue Total revenue Costs and operating expenses (income): Cost of sales Labor Occupancy Store operating Depreciation and...

  • Page 61
    ... Net loss Balance as of January 3, 2012 Share-based compensation expense Issuance of common stock pursuant to stock plans Conversion of redeemable preferred stock Accretion of redeemable preferred stock Redeemable preferred stock dividends Exercise of warrant Net income Balance as of January 1, 2013...

  • Page 62
    ...JAMBA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Fiscal Year Ended December Fiscal Year Ended 31, 2013 January 1, 2013 Fiscal Year Ended January 3, 2012 Cash provided by (used in) operating activities: Net income (loss) Adjustments to reconcile net income (loss) to net...

  • Page 63
    ... Ended December 31, 2013 January 1, 2013 Fiscal Year Ended January 3, 2012 Cash provided by (used in) financing activities: Proceeds pursuant to stock plans Redeemable preferred stock dividends paid Payment on capital lease obligations Cash provided by (used) in financing activities Net increase...

  • Page 64
    ..., Jamba offers great tasting, whole fruit smoothies, fresh squeezed juices and juice blends, hot teas, and a variety of food items including, hot oatmeal, breakfast wraps, sandwiches, Artisan Flatbreads TM, baked goods and snacks in our restaurants. Jamba Juice Company has expanded the Jamba brand...

  • Page 65
    ... CONTENTS JAMBA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2013, JANUARY 1, 2013 AND JANUARY 3, 2012 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued) the Reverse Stock Split instead were eligible to receive a cash payment, which...

  • Page 66
    ... JAMBA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2013, JANUARY 1, 2013 AND JANUARY 3, 2012 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued) impairment loss based on the asset's estimated fair value. The fair value of a store...

  • Page 67
    ... YEARS ENDED DECEMBER 31, 2013, JANUARY 1, 2013 AND JANUARY 3, 2012 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued) Jambacards - The Company, through its subsidiary, Jamba Juice Company, has been selling jambacards to its customers in its retail stores, through its website...

  • Page 68
    ... of a store. Duties and services relating to the earning of the franchise fees are necessary for the stores to open. Revenue is recognized when the store opens. Revenue from sales at the Company's flexible format franchise locations are recognized when the products are delivered to the operators of...

  • Page 69
    ... granted under the Company's stock option plans. For purposes of determining the net income available (loss attributable) to common stockholders used in the computation of earnings (loss) per share, the amount of the income (loss) was increased (decreased) by the preferred stock dividends and deemed...

  • Page 70
    TABLE OF CONTENTS JAMBA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2013, JANUARY 1, 2013 AND JANUARY 3, 2012 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued) For fiscal 2012, the Company had net loss attributable to common ...

  • Page 71
    ... earned and revenue from sales of certain Jamba-branded products when they are delivered to the express format franchisees. The Company is not required to contribute capital as part of multi-unit development agreements or franchise agreements. Deferred franchise revenue is included in other current...

  • Page 72
    ... with the Company's strategy for growth through lifestyle specialty brands that fit well with the Jamba brands and its positioning as a leading health and wellness company. The pro forma effect of the acquisition on the Company's results of operations is not significant. The revenue and earnings of...

  • Page 73
    TABLE OF CONTENTS JAMBA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2013, JANUARY 1, 2013 AND JANUARY 3, 2012 5. TRADEMARKS AND OTHER INTANGIBLE ASSETS The carrying amount and accumulated amortization of trademarks and other intangible assets as of ...

  • Page 74
    ...recording losses on this investment and will record equity earnings when the unrecognized equity losses are fully offset by unrecognized equity earnings. 7. TRADE CREDIT AGREEMENT In 2012, the Company entered into a Trade Credit Agreement with a California advertising agency to provide product from...

  • Page 75
    ... Year Ending: Minimum lease payments Minimum rentals to be received 2014 $ 2015 2016 2017 2018 Thereafter Total $ 29,300 23,485 18,618 13,176 7,692 14,265 106,536 $ $ (8,427) (6,591) (5,477) (3,883) (1,922) (2,933) (29,233) 10. CREDIT AGREEMENT On February 14, 2012, the Company entered...

  • Page 76
    ... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2013, JANUARY 1, 2013 AND JANUARY 3, 2012 11. REDEEMABLE PREFERRED STOCK A summary of redeemable preferred stock activity for fiscal years 2013 and 2012 is presented below (dollars in thousands, except share amounts...

  • Page 77
    ...2013. The fair value of stock options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended December 31, 2013 January 1, 2013 January 3, 2012 Weighted-average risk-free...

  • Page 78
    ... ENDED DECEMBER 31, 2013, JANUARY 1, 2013 AND JANUARY 3, 2012 12. SHARE-BASED COMPENSATION - (continued) A summary of the stock option activities for fiscal years 2013 and 2012 is presented below (shares and dollars in thousands): Number of Options Weighted-Average Exercise Price Weighted-Average...

  • Page 79
    ... 31, 2013, was $2.4 million. Information regarding activities during fiscal 2013 and fiscal 2012 for outstanding performance stock units ("PSUs") under the 2006 and 2013 Plans is as follows (shares in thousands): Number of shares of PSUs Weighted-Average Grant Date Fair Value (per share) PSUs...

  • Page 80
    ...-vested share-based compensation for stock options and restricted stock awards, net of forfeitures totaled $2.8 million. This expense will be recognized over the remaining weighted average vesting period of approximately two years. 13. INCOME TAXES The components of the income tax (expense) benefit...

  • Page 81
    ...: December 31, 2013 January 1, 2013 January 3, 2012 Statutory federal rate State income taxes less federal benefit Foreign income taxes Change in valuation allowance Meals Stock options Write-off of goodwill Changes of liability related to uncertain tax positions Executive compensation exclusion...

  • Page 82
    ... CONTENTS JAMBA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2013, JANUARY 1, 2013 AND JANUARY 3, 2012 13. INCOME TAXES - (continued) Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within...

  • Page 83
    ... 31, 2013, JANUARY 1, 2013 AND JANUARY 3, 2012 13. INCOME TAXES - (continued) Changes in the Company's unrecognized tax benefits are as follows (in thousands): Fiscal Year Ended December Fiscal Year Ended January 1, 2013 31, 2013 Beginning balance Increases attributable to tax positions taken...

  • Page 84
    ...CONTENTS JAMBA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2013, JANUARY 1, 2013 AND JANUARY 3, 2012 14. FAIR VALUE MEASUREMENT - (continued) For assets that are measured using quoted prices in active markets, fair value is the published market price per...

  • Page 85
    ... OF CONTENTS JAMBA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2013, JANUARY 1, 2013 AND JANUARY 3, 2012 15. EMPLOYEE BENEFIT PLAN The Company maintains a voluntary defined contribution plan covering all eligible employees. Eligible employees may elect...

  • Page 86
    ... share and per share amounts) Thirteen Weeks Ended April 2, Thirteen Weeks Ended Thirteen Weeks Ended October 1, Thirteen Weeks Ended 2013 July 2, 2013 2013 December 31, 2013 Revenue: Company stores Franchise and other revenue Total revenue Costs and operating expenses (income): Cost of sales...

  • Page 87
    ... share and per share amounts) Thirteen Weeks Ended Thirteen Weeks Ended Thirteen Weeks Ended October Thirteen Weeks April 3, 2012 July 3, 2012 2, 2012 Ended January 1, 2013 Revenue: Company stores Franchise and other revenue Total revenue Costs and operating expenses (income): Cost of sales...

  • Page 88
    TABLE OF CONTENTS JAMBA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2013, JANUARY 1, 2013 AND JANUARY 3, 2012 (Dollars in thousands, except share and per share amounts) 19. UNAUDITED QUARTERLY INFORMATION - (continued) April 3, 2012 Thirteen Weeks ...

  • Page 89
    ...Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated...

  • Page 90
    ... statements of operations, stockholders' equity, and cash flows for the fiscal years ended December 31, 2013, January 1, 2013 and January 3, 2012, and our report dated March 7, 2014 expressed an unqualified opinion on those consolidated financial statements. /s/ KPMG LLP KPMG LLP San Francisco, CA...

  • Page 91
    ... from the Company's 2014 Proxy Statement to Stockholders to be filed pursuant to Regulation 14A under the Exchange Act no later than 120 days after the end of the Company's 2013 fiscal year. Information regarding the Executive Officers of the Company is contained in Part I of this Annual Report on...

  • Page 92
    ... financial statements are included herein in Part II, Item 8 of this Annual Report on Form 10-K: Reports of Independent Registered Public Accounting Firm; F-1 Consolidated Balance Sheets at December 31, 2013 and January 1, 2013; F-2 Consolidated Statements of Operations for the Years Ended...

  • Page 93
    ...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 7 th day of March, 2014. JAMBA, INC. By: /s/ James D. White James D. White Chief Executive Officer and President 58

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    ... Chief Financial Officer, Chief Administrative Officer, Karen Executive Vice President and Secretary (Principal Financial Officer and Principal Accounting Officer) Director Michael Director Lorna Director Richard Director Andrew Director Lesley Director March 7, 2014 March 7, 2014 March 7, 2014...

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    TABLE OF CONTENTS JAMBA, INC. AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2013, January 1, 2013, and January 3, 2012 (In thousands) Allowance for Doubtful Accounts Balance at the Beginning of the Period Charged to Expenses Charged (Credited) to Other ...

  • Page 96
    ... Certificate of Designation of Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock Amended and Restated Bylaws of the Company Specimen Common Stock Certificate Rights Agreement, effective as of October 8, 2008 between Jamba, Inc. and Continental Stock 8-K 001-32552...

  • Page 97
    ... located at 6475 Christie Avenue, Emeryville, CA 94608, by and between Jamba Juice Company and Bay Center Office, LLC dated July 28, 2006 Amended and Restated 1994 Stock Incentive Plan** 2001 Equity Incentive Plan** Jamba, Inc. Amended and Restated 2006 Employee, Director and Consultant Stock Plan...

  • Page 98
    ... 10.11 Non-employee Director 10-K 001-32552 10.11 March 7, 2013 10.12 10.13 Compensation Policy, as amended** Distribution Service Agreement by Systems Services of America and Jamba Juice Company dated as of December 16, 2012* Form of Executive Employment Agreement entered into between...

  • Page 99
    ... property located at 6475 Christie Avenue, 10-Q 001-32552 10.2 August 2, 2012 10.21 10.22 Emeryville, CA 94608, by and between Jamba Juice Company and Bay Center Investor, LLC, dated May 31, 2012 Jamba, Inc. 2013 Equity Incentive Plan** Form of Notice of Grant of Stock Option under 2013 Equity...

  • Page 100
    ... Company, Jamba Juice Company and Wells Fargo Bank, National Association Code of Business Conduct and Ethics List of Subsidiaries Consent of Independent Registered Public Accounting Firm-KPMG LLP Power of Attorney, included on signature page hereto Certification of Chief Executive Officer pursuant...

  • Page 101
    TABLE OF CONTENTS Exhibit Number Description Form File No. Exhibit Filing Date Filed Herewith Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended 32.1 Certification of Chief Executive Officer pursuant to 18 ...

  • Page 102
    ...AND RELEASE This Supplement to the Separation Agreement and Release executed October 22, 2013 ("Supplement") is made by and between Jamba Juice Company, a California corporation (the "Company"), and the undersigned, Bruce Schroder (referred to herein as "Executive," "you" and "your"), and amends the...

  • Page 103
    ... discrimination; (vii) any and all claims arising out of any personnel policies, contracts of employment, any other contracts, severance pay agreements, and covenants of good faith and fair dealing; (viii) any claim for any loss, cost, damage, or expense arising out of any dispute over the non...

  • Page 104
    ... may not be released as a matter of law; however, Executive agrees that Executive shall not be entitled to recover any monetary payments or other individual benefits in any such proceeding. This release Supplement. E. Nothing in the Separation Agreement or this Supplement will affect the ability of...

  • Page 105
    ... to Jamba Juice Company, 6475 Christie Avenue, Suite 150, Emeryville, CA 94608, Attn: Christy Consler, Senior Vice President, HR & Corporate Responsibility, with a copy to DLA Piper LLP (US), 2000 University Avenue, East Palo Alto, CA 94303-2215, Attn: Eric Wang, Esq.; and G. Because of Executive...

  • Page 106
    Jamba Juice Company /s/ Christy Consler Signature Christy Consler Print Name Bruce Schroder 1/14/14 Date SVP HR & Corp. Sustainability Title /s/ Bruce Schroder Signature 1/20/14 Date

  • Page 107
    ... AND LIMITED WAIVER THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER , dated as of November s, 2013 (this "Amendment "), is by and among JAMBAC INC ., a Delaware corporation (the " Parent"), JAMBA JUICE COMPANY , a California corporation (the "Borrower"), the Subsidiary Guarantors party...

  • Page 108
    ... quarter ending September 30, 2015 5.50 to 1.00 5.25 to 1.00 Each fiscal quarter thereafter 5.00 to 1.00 1.3 Amendments to Section 6.3 (Minimum Consolidated Tangible Net Worth) of the Credit Agreement . Section 6.3 of the Credit Agreement is hereby deleted in its entirety and replaced with...

  • Page 109
    ... been duly authorized by all necessary corporate action of the each Credit Party, (iii) do not and will not violate any provision of law, statute, rule or regulation to which any Credit Party is subject or any judgment, order, writ, injunction, license or permit applicable to any Credit Party, (iv...

  • Page 110
    ... laws of general application relating to or ..., reimbursement or payment of all out-of-pocket expenses (including fees, charges and ...the execution of this Amendment. This acknowledgement by each Credit Party is made and delivered to ...that were executed in connection with the Credit Agreement, which ...

  • Page 111
    ... (i) to pay all reasonable fees and expenses of counsel to the Bank, and (ii) to reimburse the Bank for all reasonable out-of-pocket costs and expenses, in each case, in connection with the preparation, negotiation, execution and delivery of this Amendment and the other Credit Documents delivered in...

  • Page 112
    IN WITNESS WHEREOF , the parties hereto have caused this Amendment to Credit Agreement to be executed by their duly authorized officers as of the date first above written. THE BORROWER : JAMBA JUICE & COMPANY

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    THE BANK : WELLS FARGO BANKC NATIONAL ASSOCIATION

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    EXHIBIT 21.1 LIST TF SUBSIDIARY Name of Company Jurisdiction of Incorporation Jamba Juice Company California

  • Page 115
    ... ended December 31, 2013, January 1, 2013 and January 3, 2012, and the effectiveness of internal control over financial reporting as of December 31, 2013, which reports appear in the December 31, 2013 annual report on Form 10-K of Jamba, Inc. /s/ KPMG LLP San Francisco, California March 7, 2014

  • Page 116
    ... or not material, that involves management or other employees who have a signisicant role in the registrant's internal control over sinancial reporting. /s/ James D. White James D. White Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) Date: March 7, 2014

  • Page 117
    ... management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Karen L. Luey Karen L. Luey Chief Financial Officer, Chief Administrative Officer, Executive Vice President and Secretary (Principal Financial Officer) Date: March 7, 2014

  • Page 118
    ...); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ James D. White James D. White Chairman of the Board, Chief Executive Officer and President Date: March 7, 2014 A signed original of...

  • Page 119
    ... (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Karen L. Luey Karen L. Luey Chief Financial Officer, Chief Administrative Officer, Executive Vice President and Secretary Date: March 7, 2014...

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