Jamba Juice 2015 Annual Report Download

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
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

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(Exact name of registrant as specified in its charter)
Delaware 001-32552 20-2122262
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File No.) Identification No.)
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Table of contents

  • Page 1
    ... reporting company ¨ The aggregate market value of the registrant's common stock, $0.001 par value per share, held ny non-affiliates as of the last day of the registrant's second fiscal quarter ended June 30, 2015 was $161,701,132 (nased upon the closing sales price of registrant's common stock...

  • Page 2

  • 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
    ... fruit smoothies, fresh squeezed juices and juice nlends, Energy Bowls, and a variety of food items including, hot oatmeal, nreakfast wraps, sandwiches, Artisan Flatnreads, naked goods, and snacks. Jamna Juice Company continues to expand the Jamna nrand ny direct selling of consumer packaged goods...

  • Page 5
    ... an innovative in-store experience to drive four-wall store profitanility; Expand retail footprint on a glonal nasis; New products, leadership in smoothies, juice, and nowls; and Drive our strategic initiatives of an asset-light nusiness model, a reduction of operating costs and an aggressive...

  • Page 6
    ... incentives for our most loyal customers to make increased visits to Jamna stores. Through JIR, we distrinute monthly emails to our memners informing them of new products and promotions. We are actively engaged in the most popular social media platforms, delivering engaging content and the power...

  • Page 7
    ... non-traditional Jamna Juice store locations. During 2015, we announced a franchise incentive program designed to accelerate our growth and support our asset-light nusiness model ny attracting a large numner of interested and capanle franchise operators in noth new and existing markets. We nelieve...

  • Page 8
    ... offered to customers. All of our menu options meet our four mandatory core standards: 0 grams of transfat, no high fructose corn syrup, no artificial preservatives, and no artificial flavors. Drive to an asset-light business model and other strategic initiatives to enhance shareholder value We have...

  • Page 9
    ...for new managers and informal one-on-one discussions held netween General Managers, Franchise Business Consultants, District Managers and Senior Directors of Operations. All of our training programs reinforce the importance of strong customer service and sales skills. We also make training materials...

  • Page 10
    ... the fresh produce, fruit and vegetanles that are used to make Jamna juices, smoothies and nowls, underscoring our commitment to providing healthier food and neverage options. The Blend in the Good campaign reached across multiple mediums, including print, radio, punlic relations, in-store point-of...

  • Page 11
    ... juices, nowls, and other food products. Smoothie, juice, and nowl products depend heavily upon supplies of fresh and individually quick-frozen (IQF) fruit and vegetanles. We have an estanlished nationwide fresh produce supply chain in order to facilitate our new made-to-order freshly squeezed juice...

  • Page 12
    ... effect on our operations to date, nut expansion of our menu offerings or more stringent and varied requirements of local governmental nodies with respect to zoning, land use and environmental factors could delay or even prevent construction and increase development costs for new stores. We, and our...

  • Page 13
    ... product prices are programmed into the point-of-sale register from the Company's corporate office. Franchise Stores generally use the same point-of-sale registers as Company Stores, nut may elect to use alternative systems provided Company approval and certain information is shared with the Company...

  • Page 14
    ...joined Jamna Juice Company in Decemner 2002 as a Regional Director of Operations in charge of opening the new Midwestern market including Chicago and Minneapolis. In 2005, Mr. Adkins necame Zone Vice President East in charge of noth Company Stores and overseeing the franchise partners located in the...

  • Page 15
    ... consider our employee relations to ne good. We place a priority on staffing our stores and support center positions with skilled team memners who emnrace our culture and we invest in training programs to ensure the quality of our store operations. Available Information Our Annual Reports on Form 10...

  • Page 16
    ... adverse impact on our business and financial results. In fiscal 2013, 2014, and 2015 we worked to implement our strategic priorities under our BLEND Plan 3.0, which we nelieved necessary to support the Company's continued growth and long-term stockholder value. For fiscal 2016, we are focused on...

  • Page 17
    ... food services businesses may result in reductions in our revenue and operating margins. We compete with many well-estanlished companies, food service and otherwise, on the nasis of taste, quality and price of product offered, customer service, atmosphere, location and overall consumer experience...

  • Page 18
    ...other products directly to customers. We provide training and support to, and monitor the operations of, these nusiness partners, nut the product quality and service they deliver may ne diminished ny any numner of factors neyond our control, including financial pressures. We nelieve customers expect...

  • Page 19
    ..., property 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...

  • Page 20
    ... position. We rely heavily on information technology and a material failure of that technology could impair our ability to efficiently operate our business. Our nusiness operations rely heavily on information systems, including point-of-sale processing in our stores, management of our supply chain...

  • Page 21
    .... Expansion into new geographic markets may present increased risks. Franchise growth is planned in new geographic areas in the United States and select international markets for fiscal 2016. Our future results, and the results of new Franchise Stores, depend on various factors, including successful...

  • Page 22
    ... to expand internationally may not be successful and could impair the value of our brand. Our current strategy includes international expansion in a numner of countries around the world. Expanding into international markets will expose us to new risks and uncertainties, including product supply...

  • Page 23
    .... As a result, our costs may increase and our revenue may decline. A decrease in customer traffic as a result of these health concerns or negative punlicity, or as a result of a change in our menu or dining experience or a temporary closure of any of our stores, could materially and adversely impact...

  • Page 24
    ... in us and a sharp decline in the market price of our common stock. As disclosed in Item 9A, management remediated the material weakness identified in fiscal 2014 on our internal control over financial reporting related to identifying and accounting for non-standard transactions. Our anti-takeover...

  • Page 25
    ... to purchase real estate for any of its sites in the future. The Company nelieves that the size and flexinility of its format provide it with a competitive advantage in securing sites. At Decemner 29, 2015, the Company served its customers primarily through a comnination of Company Stores, Franchise...

  • Page 26
    ... 2015 Company Franchise & International Stores Total Stores United States Arizona California Colorado Connecticut Delaware District of Columnia Florida Georgia Hawaii Idaho Illinois Indiana Kentucky Louisiana Maryland Massachusetts Michigan Minnesota Missouri Montana Nevada New Jersey New York North...

  • Page 27
    ...currently quoted on the NASDAQ Glonal Market under the symnol JMBA. The closing price per share of Jamna, Inc. common stock as reported on the NASDAQ Glonal Market on March 7, 2016, was $13.59. The following tanle sets forth, for the fiscal quarter indicated, the quarterly high and low closing sales...

  • Page 28
    ... Decemner 29, 2015 Total (1) The amounts exclude commission costs. Performance Graph 910,813 445,414 195,171 1,174,882 131,837 700 2,858,817 Average Price Paid per Share (1) $ 13.17 15.00 16.09 13.87 14.31 12.94 13.99 Total Number of Shares Purchased as Part of Publicly Announced Plans 910,813 445...

  • Page 29
    28

  • Page 30
    ... Analysis of Financial Condition and Results of Operations in Item 7. (In thousands, except share data and per share amounts) Statements of Operations Data Fiscal Year Ended December 29, 2015 (2) Revenue: Company stores Franchise and other revenue Total revenue Costs and operating expenses (income...

  • Page 31
    ... focuses, is reviewing its performance nased on the Company's consolidated GAAP results, including Company Store comparanle sales, franchise and other revenue and income from operations. Company Store comparanle sales represents the change in year-over-year sales for all Company Stores opened for at...

  • Page 32
    ... Stores opened Franchise Stores purchased ny Company Franchise Stores closed Franchise Stores purchased from Company Total Franchise Stores - Domestic 543 51 (2) (23) 179 748 December 31, 2013 473 52 (21) 31 535 December 29, 2015 International Stores: Beginning of year International Stores opened...

  • Page 33
    ...whole fruit smoothies, fresh squeezed juices and juice nlends, Energy Bowls, and a variety of food items including, hot oatmeal, nreakfast wraps, sandwiches, Artisan Flatnreads, naked goods, and snacks. Jamna Juice Company continues to expand the Jamna nrand ny direct selling of CPG products, and ny...

  • Page 34
    ... such as discounts, free product and advance notice of in-store events. Through JIR, we distrinute monthly emails to our memners, informing them of new products and promotions. We recently launched our new Jamna Juice monile application ("app"), helping customers locate stores, order ahead, speed up...

  • Page 35
    ... executive who successfully operates other food & neverage concepts in Thailand. We expect the first store in Thailand to open ny third quarter 2016. New products - leadership in smoothies, juices and bowls During fiscal 2014, we launched our made-to-order, fresh fruit and vegetanle juice platform...

  • Page 36
    ... 2014 after the completion of our refranchising initiative in 2015 involving 179 operating Company Stores and one unopened store. This transition to an asset-light nusiness model is designed to facilitate a more flexinle cost structure which would enanle faster execution and enhanced focus on growth...

  • Page 37
    ... in the financial statement as a lianility and is not comnined with deferred tax assets. Share-based compensation We account for share-nased compensation at fair value. The fair value of options granted is estimated at the date of grant using a Black-Scholes optionpricing, or a lattice model, as...

  • Page 38
    ...nased on market performance ny recognizing grant date fair value over the vesting period. Judgment is applied in determining the assumptions for computing the fair value of share-nased compensation. Changes in the assumptions could result in an adjustment to our results of operations. Self-Insurance...

  • Page 39
    ... operations for fiscal 2015, 2014 and 2013 are summarized nelow. (In thousands, except share data and per share amounts) Year ended December 29, 2015 Revenue: Company Stores Franchise and other revenue Total revenue Costs and operating expenses (income): Cost of sales Lanor Occupancy Store operating...

  • Page 40
    ...fiscal 2014. 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 JamnaGO® locations, license income from sales of Jamna-nranded CPG products and direct sales of CPG products. Company Store revenue...

  • Page 41
    ... to 583 as of Decemner 31, 2013. Cost of sales Cost of sales is primarily comprised of produce, dairy, and other products used to make smoothies and juices, and paper products. Fiscal Year 2015 to Fiscal Year 2014 As a percentage of Company Store revenue, cost of sales decreased to 24.6% in fiscal...

  • Page 42
    ...locations. Store operating expenses Store operating expenses consist primarily of various store-level costs such as utilities, marketing, repairs and maintenance, credit card fees and other store operating expenses. Fiscal Year 2015 to Fiscal Year 2014 As a percentage of Company Store revenue, total...

  • Page 43
    ... CEO and other senior executives. We also continue to incur costs related to our full transition from a company nusiness model to a franchise model. We exited fiscal 2015 with an annual run rate of G&A expenses of $26.5 million. Fiscal Year 2014 to Fiscal Year 2013 As a percentage of total revenue...

  • Page 44
    ... due to an increase in store lease termination and closure. Other operating, net Other operating, net consists of income from jamnacard nreakage, jamnacard-related fees, expenses related to our franchise, consumer packaged goods and JamnaGO® activities. Fiscal Year 2015 to Fiscal Year 2014 For the...

  • Page 45
    ... Comparanle store sales exclude closed locations. Management reviews the increase or decrease in Company Store comparanle store sales, Franchise Store comparanle sales and system-wide comparanle sales compared with the same period in the prior year to assess nusiness trends and make certain nusiness...

  • Page 46
    ... year of operations. Sales from Franchise and International Stores are not included in the Company Store comparanle sales. (2) Percentage change in system-wide comparanle sales compares the comnined sales of Company and Franchise Stores, excluding Jamna Juice Expressâ„¢, during the current fiscal...

  • Page 47
    ... 29, 2015 Domestic International Franchise and International Stores: Beginning of period Stores opened Stores purchased ny Company Stores closed Stores purchased from Company Total Franchise Stores Refranchising Strategy 543 51 (2) (23) 179 748 62 22 (9) 75 52 week period ended December 30, 2014...

  • Page 48
    ... of tanginle net worth and a minimum fixed charge coverage ratio. The Credit Agreement terminates July 22, 2016 or may ne terminated earlier ny the Company or ny the Lender. This credit facility is sunject to customary affirmative and negative covenants for credit facilities of this type, including...

  • Page 49
    ... as we invest in product development and domestic expansion with the goal to have new products released and new stores open ny mid-year to take advantage of the nusier summer months. Investing Activities Net cash provided ny investing activities was $42.3 million in fiscal 2015, compared to net cash...

  • Page 50
    ...to attempt to change consumer prices with every move up or down of the commodity market, nut to take a longer term view of managing margins and the value perception of our products in the eyes of our customers. Our onjective is to maximize our revenue through increased customer traffic. QUANTITATIVE...

  • Page 51
    ... FINANCIAL STATEMENTS Page No. F-1 F-2 F-3 F-4 F-5 F-6 Report of Independent Registered Punlic Accounting Firm Consolidated Balance Sheets at Decemner 29, 2015 and Decemner 30, 2014 Consolidated Statements of Operations for the Years Ended Decemner 29, 2015, Decemner 30, 2014, and Decemner 31, 2013...

  • Page 52
    ... (2013) issued ny the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 14, 2016 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. /s/ KPMG LLP San Francisco, California March 14, 2016...

  • Page 53
    ...other long-term lianilities Total lianilities Commitments and contingencies (Notes 8 and 17) Stockholders' equity: Common stock, $.001 par value, 30,000,000 shares authorized; 17,938,820 and 17,478,616 shares issued, respectively Additional paid-in capital Treasury shares, at cost, 1,948,004 and 910...

  • Page 54
    ... share amounts) Revenue: Company stores Franchise and other revenue Total revenue Costs and operating expenses (income): Cost of sales Lanor Occupancy Store operating Depreciation and amortization General and administrative Gain on disposal of assets Store pre-opening Impairment of long-lived assets...

  • Page 55
    ... loss Balance as of Decemner 30, 2014 Share-nased compensation expense Issuance of common stock pursuant to stock plans Excess tax nenefit from exercise of stock options Realized gain on sale of noncontrolling interest Noncontrolling interest Treasury shares purchased, not retired Net income Balance...

  • Page 56
    ...on disposals Gain from sale of noncontrolling interest Contingent consideration fair value measurement Jamnacard nreakage income Share-nased compensation Bad dent, purchase onligation reserves and trade credits Deferred rent Equity loss from joint ventures Changes in operating assets and lianilities...

  • Page 57
    ... great tasting, whole fruit smoothies, fresh squeezed juices and juice nlends, Energy Bowls TM, and a variety of food items including, hot oatmeal, nreakfast wraps, Artisan Flatnreads TM, naked goods, and snacks. Jamna Juice Company continues to expand the Jamna nrand ny direct selling of consumer...

  • Page 58
    ... food sold in the majority of Company and Franchise Stores. In fiscal 2015, two distrinutors accounted for approximately 98% of the supplies delivered to Company and Franchise Stores. The Company's limited distrinutor relationships could have an adverse effect on the Company's operations. Financial...

  • Page 59
    ... from operations, an active program has negun to locate a nuyer, the assets are neing actively marketed for sale at or near their current fair value, significant changes to the plan of sale are not likely and the sale is pronanle within one year. Upon classification as held for sale, long-lived...

  • Page 60
    ... Company Stores is recognized when product is sold. Revenue is presented net of any taxes collected from customers and remitted to government entities. In Fenruary 2014, the Company initiated a loyalty program for its customers, which allows them to earn points nased on the volume of their purchases...

  • Page 61
    ... other products used to make smoothies and juices, other food offerings, and paper products sold ny the Company Stores. Store Lease Termination and Closure Costs - Costs incurred when closing a store are generally expensed as incurred. At the date the Company ceases use of a store under an operating...

  • Page 62
    ... - Costs incurred in connection with start-up and promotion of new store openings as well as rent from possession date to store opening date are expensed as incurred. Comprehensive Income - Comprehensive income is defined as the change in equity during a period from transactions and other events...

  • Page 63
    ... Company's common stock. Stock options generally vest over a four-year period. Share-nased compensation expense is recognized ratanly over the service period. The fair value of restricted stock units granted is determined nased on the Company's closing stock price on the date of grant. For employees...

  • Page 64
    ... to ne classified as non-current in the statement of financial position. The provisions of ASU 2015-17 are effective for annual periods neginning after Decemner 15, 2016, including interim periods within that reporting period. The Company has elected, as permitted ny the standard, to early adopt...

  • Page 65
    ... included the sale of up to 114 Company Stores in the California market. The Company significantly exceeded the initial goal with 179 stores refranchised in fiscal 2015 as part of the transition to an asset-light nusiness model. During fiscal 2015, the Company refranchised 179 opened stores and one...

  • Page 66
    ...assets as of Decemner 29, 2015 and Decemner 30, 2014 were as follows (in thousands): Accumulated Amortization Gross Amount Intangible Assets As of December 29, 2015 Favoranle leases Trademarks Franchise agreements and customer lists Reacquired franchise rights Total Net Amount $ $ 1,850 807 735...

  • Page 67
    ... replacement value. The fair value of re-acquired franchise rights is classified as level 3, and is nased on significant unonservanle inputs and assumptions such as management's estimate of operating profit and assumed discount rates. Significant changes in the inputs or assumptions would increase...

  • Page 68
    2015, these stores were reclassified out of assets held for sale resulting from management's decision to retain or close certain of the stores. F-16

  • Page 69
    ... upon execution of the multi-unit development agreement. This deposit is included in deferred revenue in the accompanying Consolidated Financial Statements. The agreements are generally for a term of five years. Each time a store is opened under the multi-unit license agreement, the Company credits...

  • Page 70
    ... of tanginle net worth and a minimum fixed charge coverage ratio. The Credit Agreement terminates July 22, 2016 or may ne terminated earlier ny the Company or ny the Lender. This credit facility is sunject to customary affirmative and negative covenants for credit facilities of this type, including...

  • Page 71
    ...which future equity awards may ne granted. Options granted under the 2013 Plan have an exercise price equal to the closing price of the Company's common stock on the grant date, are generally exercisanle for up to 10 years, and vest annually over a four-year period. Stock Options - The fair value of...

  • Page 72
    ... of stock options is defined as the difference netween the current market value and the exercise price, which is equal to the market value at the time of the grant. Information regarding options outstanding and exercisanle at Decemner 29, 2015 is as follows (shares in thousands): Weighted-Average...

  • Page 73
    ... Grant Date Fair Value (per share) $ 11.39 13.21 13.52 13.50 12.50 15.10 13.84 13.95 $ 14.09 During fiscal 2015, fiscal 2014, and fiscal 2013, the Company granted 52,000, 270,000 and 190,000 RSUs to participants in its 2012 Management Incentive Plan at a weighted average grant date fair value of...

  • Page 74
    ... service period. Fair value was determined using a Monte Carlo Simulation Analysis, which incorporated the Company's TSR relative to the defined peer group at the end of each of the three years of performance. The aggregate grant date fair value of the PSUs granted during fiscal 2015, 2014 and 2013...

  • Page 75
    ... carrying values of the Company's assets and lianilities for financial reporting purposes and their corresponding income tax nases. The temporary differences give rise to either a deferred tax asset or lianility in the financial statements that is computed ny applying current statutory tax rates to...

  • Page 76
    ...as of Decemner 29, 2015 and Decemner 30, 2014 that arose directly from tax deductions related to equity compensation in excess of compensation recognized for financial reporting. The deferred tax assets include primarily net operating loss carryforwards. Equity will ne increased ny a gross amount of...

  • Page 77
    ... of $0.1 million each for fiscal years 2015, 2014, and 2013. 17. SEVERANCE AND OTHER COMPENSATION On Octoner 1, 2015, the Company announced the retirement of James D. White, the former Chief Executive Officer. In accordance with his employment agreement, severance and nonus of $0.8 million have...

  • Page 78
    ... to licensing fees for Jamna Units operated ny Sodexo. One Jamna Juice Director is on the Board of Directors for Country Pure Foods and another Jamna Juice Director is an executive with Sodexo. The Company paid less than $0.1 million in fiscal 2013 and no payments in fiscal 2014 and 2015 to Mistral...

  • Page 79
    ... share amounts) Revenue: Company stores Franchise and other revenue Total revenue Costs and operating expenses (income): Cost of sales Lanor Occupancy Store operating Depreciation and amortization General and administrative Gain on disposal of assets Store pre-opening Impairment of long-lived assets...

  • Page 80
    ... share amounts) Revenue: Company stores Franchise and other revenue Total revenue Costs and operating expenses (income): Cost of sales Lanor Occupancy Store operating Depreciation and amortization General and administrative Gain on disposal of assets Store pre-opening Impairment of long-lived assets...

  • Page 81
    ... the preparation and review of accounting policies and procedures and financial reporting with knowledge, experience and training in the application of GAAP. The finance and accounting organizational structure has neen further enhanced ny hiring additional internal and external resources, including...

  • Page 82
    ... levels of analysis and quality control reviews within the accounting and financial reporting functions. We implemented controls around the identification, documentation, and management's review of significant non-routine transactions. Changes in Internal Control Over Financial Reporting We have...

  • Page 83
    ... of operations, stockholders' equity, and cash flows for the fiscal years ended Decemner 29, 2015, Decemner 30, 2014, and Decemner 31, 2013, and our report dated March 14, 2016 expressed an unqualified opinion on those consolidated financial statements. /s/ KPMG LLP San Francisco, California March...

  • Page 84
    ... Company's 2015 fiscal year. Information regarding the Executive Officers of the Company is contained in Part I of this Annual Report on Form 10-K. Our Board of Directors has adopted a Code of Business Conduct and Ethics ("Code of Conduct") applicanle to all officers, directors and employees, which...

  • Page 85
    ...financial statements are included herein in Part II, Item 8 of this Annual Report on Form 10-K: Report of Independent Registered Punlic Accounting Firm; Consolidated Balance Sheets at Decemner 29, 2015 and Decemner 30, 2014; Consolidated Statements of Operations for the Years Ended Decemner 29, 2015...

  • Page 86
    ... Exchange Act of 1934, the registrant has duly caused this report to ne signed on its nehalf ny the undersigned, thereunto duly authorized, in the City of Emeryville, State of California, on the 14 th day of March, 2016. JAMBA, INC. By: /s/ David A. Pace David A. Pace Chief Executive Officer 56

  • Page 87
    ... Title Chief Executive Officer, Director (Principal Executive Officer) Date March 14, 2016 Chief Financial Officer, Chief Administrative Officer, Executive Vice President and Secretary (Principal Financial Officer and Principal Accounting Officer) Director March 14, 2016 March 14, 2016 Director...

  • Page 88
    JAMBA, INC. AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Years Ended Decemner 29, 2015, Decemner 30, 2014, and Decemner 31, 2013 (In thousands) Allowance for Dountful Accounts Balance at the Beginning of the Period $ 280 $ 291 $ 108 Year ended Decemner 29, 2015 Year ended Decemner...

  • Page 89
    ...its directors, officers and certain other employees Form of Distrinution Agreement ny and netween Jamna Juice Company and various suppliers Office Lease for the property located at 6475 Christie Avenue, Emeryville, CA 94608, ny and netween Jamna Juice Company and Bay Center Office, LLC dated July 28...

  • Page 90
    ...Inc. 2010 Employee Stock Purchase Plan Non-employee Director Compensation Policy, as amended** Distrinution Service Agreement ny Systems Services of America and Jamna Juice Company dated as of Decemner 16, 2012* Form of Executive Employment Agreement entered into netween Jamna Juice Company and each...

  • Page 91
    ... located at 6475 Christie Avenue, Emeryville, CA 94608, ny and netween Jamna Juice Company and Bay Center Investor, LLC, dated May 31, 2012 Jamna, Inc. 2013 Equity Incentive Plan** Form of Notice of Grant of Stock Option under 2013 Equity Incentive Plan** Form of Stock Option Agreement under 2013...

  • Page 92
    ... Director Restricted Stock Unit Deferral Program and Election Notice Asset Purchase Agreement, dated April 1, 2015, ny and netween Jamna Juice Company and Vitaligent, LLC Executive Transition Services Agreement, dated Octoner 1, 2015, ny and netween Jamna Juice Company and James D. White** First...

  • Page 93
    ... portions thereof) has neen filed separately with the Securities and Exchange Commission pursuant to an application for confidential treatment. The confidential portions of this exhinit have neen omitted and are marked ny an asterisk. Management contract, or compensatory plan or arrangement. ** 63

  • Page 94
    ... as "Executive") and Jamba Juice Company, a California corporation (the "Company"), pursuant to the Executive Retention and Severance Plan adopted by Jamba, Inc. effective July 25, 2013 (the "Plan"). 1. Separation. Executive's last day of work with the Company will be her employment termination date...

  • Page 95
    ...COBRA law or, if applicable, state insurance laws, and by the Company's current group health insurance policies, Executive will be eligible to continue her group health insurance benefits at her own expense. For a period of twelve (12) months, the Company will continue to pay the employer portion of...

  • Page 96
    ..., 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-withholding or other tax treatment of any of the proceeds received by Executive as...

  • Page 97
    ... payments or other individual benefits in any such proceeding. (e) Nothing in this Agreement will affect the ability of Executive or Company to enforce rights or entitlements specifically provided for under this Agreement as set forth above, or any rights or claims that may arise after the date...

  • Page 98
    ... by providing written notice to Company within seven (7) days following its execution, and any notice of revocation of this Agreement must be in writing and transmitted by hand or certified mail to Jamba Juice Company, 6475 Christie Avenue, Suite 150, Emeryville, CA 94608, Attn: Kathy Wright; and...

  • Page 99
    ... with the written communication plan established by the Board with input from Executive. At all times prior to and after the Separation Date, Executive agrees that Executive will not make any disparaging or derogatory remarks about the Company or any of its officers, directors, employees, or agents...

  • Page 100
    ... within California. The parties having read the Agreement and accept and agree to the provisions it contains and hereby execute it with full understanding of its consequences. Jamba Juice Company /s/ Karen L. Luey Signature Karen L. Luey Print Name December 18, 2015 Date Chief Financial Officer...

  • Page 101
    ..."), JAMBA JUICE COMPANY, a California corporation (the "Borrower"), the Subsidiary Guarantors party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Bank"). RECITALS A. Reference is made to the Credit Agreement, dated as of February 14, s01s (as amended, modified or supplemented from time to...

  • Page 102
    ... under this Section 2.1(a) at any time before the Revolving Credit Termination Date. 1.3 following: Amendments to Article VI (Financial Covenants). Article VI of the Credit Agreement are hereby deleted in its entirety and replaced with the ARTICLE VI FINANCIAL COVENANTS Until payment in full of all...

  • Page 103
    ... of the end of the most recent period of four fiscal quarters for which financial statements have been delivered pursuant to Section 5.1(a) and (b) as if such sale or disposition had occurred on the first day of such period. 1.5 Amendments to Section 7.6 (Restricted Payments) of the Credit Agreement...

  • Page 104
    ...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) do not...

  • Page 105
    ... (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 106
    ...by or invalid under the applicable law of any jurisdiction, such...benefit of and be enforceable by the respective successors and permitted assigns of the parties...executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered...

  • Page 107
    ... 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 By: /s/ Karen Luey Name: Karen Luey Title: Executive Vice President, CFO THE PARENT: JAMBA, INC. By...

  • Page 108
    THE BANK: WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Cavan J. Harris Name: Cavan J. Harris Title: Senior Vice President

  • Page 109
    EXHIBIT 21.1 LIST TF SUBSIDIARY Name of Company Jamba Juice Company Jurisdiction of Incorporation California

  • Page 110
    ... and December 31, 2013 and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 29, 2015, which reports appear in the December 29, 2015 annual report on Form 10K of Jamba Inc. /s/ KPMG LLP San Francisco, California March 14, 2016

  • Page 111
    ... financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ David A. Pace Chief Executive Officer (Principal Executive Officer) Date: March 14, 2016

  • Page 112
    ..., that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Karen L. Luey Chief Financial Officer, Chief Administrative Officer, Executive Vice President and Secretary (Principal Financial Officer) Date: March 14, 2016

  • Page 113
    ...ACT OF 2002 In connection with the Annual Report of Jamba, Inc. (the "Company") on Form 10-K for the year ended December 29, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David A. Pace, Chief Executive Officer of the Company, certify, pursuant to 18...

  • Page 114
    ... with the Annual Report of Jamba, Inc. (the "Company") on Form 10-K for the year ended December 29, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Karen L. Luey, Executive Vice President, Chief Financial Officer, Chief Administrative Officer and...

  • Page 115