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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
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):
Redeemable preferred stock
Shares Amount
Balance as of January 3, 2012 168,389 $ 17,880
Conversion of redeemable preferred stock (95,500) (10,982)
Accretion of redeemable preferred stock — 1,018
Balance as of January 1, 2013 72,889 $ 7,916
Conversion of redeemable preferred stock (72,889) (7,916)
Accretion of redeemable preferred stock — —
Balance as of December 31, 2013 — $ —
On June 16, 2009, the Company issued (i) 170,000 shares of its Series B-1 Convertible Preferred Stock, par value $0.001, (the “Series
B-1 Preferred”) to affiliates of Mistral Equity Partners at a price of $115 per share, for an aggregate purchase price of approximately $19.6
million, and (ii) 134,348 shares of its Series B-2 Convertible Preferred Stock, par value $0.001, (the “Series B-2 Preferred”) to CanBa
Investments, LLC at a price of $115 per share, for an aggregate purchase price of approximately $15.4 million. The issuance of shares of
the Series B-1 Preferred and the B-2 Preferred (together the “Series B Preferred Stock” or “Preferred Stock”) for $35 million, less
approximately $3.1 million in total transaction costs, which included $2.2 million in transaction fees and $885,000 paid to investors, was
completed through a private placement to the purchasers as accredited investors and pursuant to the exemptions from the registration
requirements of the Securities Act.
The Series B Preferred Stock was classified as temporary stockholders’ equity, since the shares were (i) redeemable at the option of the
holder in the future after satisfaction of the requisite holding period and (ii) had conditions for redemption which were not solely within the
control of the Company.
During fiscal 2013, holders of 19,649 shares of outstanding Series B-1 Preferred Stock and 53,240 shares of outstanding Series B-2
Preferred Stock converted such stock into an aggregate of 1,457,780 shares of common stock at the conversion price of $5.75 per share (as
adjusted for the Reverse Stock Split). During fiscal 2013, the Company paid cash dividends on the Series B Preferred Stock of $0.1
million. Accretion related to the Series B Preferred Stock in fiscal 2013 was $0.5 million, including the acceleration of accretion on
converted shares. Accretion is fully amortized as of December 31, 2013. As of December 31, 2013, there are no shares of Series B Preferred
Stock outstanding.
During fiscal 2012, holders of 93,500 shares of outstanding Series B-1 Preferred Stock and 2,000 shares of outstanding Series B-2
Preferred Stock converted such stock into an aggregate of 1,910,000 shares of common stock at the conversion price of $5.75 per share.
During fiscal 2012 and fiscal 2011, the Company paid cash dividends on the Series B Preferred Stock totaling $1.3 million and $1.6
million, respectively. Accretion related to the Series B Preferred Stock for the fiscal years ended January 1, 2013 and January 3, 2012 was
$1.0 million and $0.7 million, respectively, including the acceleration of accretion on converted shares.
F-19