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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000-28820
_____________________________________________
JONES SODA CO.
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of
incorporation or organization)
52-2336602
(I.R.S. Employer
Identification No.)
66 South Hanford Street, Suite 150
Seattle, WA 98134
(Address of principal executive offices)
(206) 624-3357
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
Indicate by checkmark 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
such filing requirements for the past 90 days. Yes No
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes 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
Non-accelerated filer
Smaller reporting company
(Do not check if a 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
The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2014, the last business day of the registrant's
most recently completed second fiscal quarter, was approximately $15,876,976 using the closing price on that day of $ 0.42.
As of March 20, 2015, there were 40,972,394 shares of the registrant's common stock issued and outstanding.
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The information required by Part III of this Report, to the extent not set forth herein, is incorporated in this Report by reference to the registrant's
definitive proxy statement relating to its 2015 annual meeting of shareholders. The definitive proxy statement will be filed with the Securities and
Exchange Commission within 120 days after the end of the 2014 fiscal year.
Documents Incorporated By Reference:
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EXPLANATORY NOTE
Unless otherwise indicated or the context otherwise requires, all references in this Annual Report on Form 10-K to “we,”
“us,” “our,” “Jones,” “Jones Soda,” and the “Company” are to Jones Soda Co., a Washington corporation, and our wholly-
owned subsidiaries Jones Soda Co. (USA) Inc. and Jones Soda (Canada) Inc.
In addition, unless otherwise indicated or the context otherwise requires, all references in this Annual Report to “Jones
Soda” refer to our premium beverages, including Jones® Soda, Jones Zilch®, and Jones Stripped™ sold under the trademarked
brand name “Jones Soda Co.®”
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This
Annual Report on Form 10-K (Report) contains a number of forward-looking statements that reflect management’s current
views and expectations with respect to our business, strategies, products, future results and events, and financial performance.
All statements made in this Report other than statements of historical fact, including statements that address operating
performance, the economy, events or developments that management expects or anticipates will or may occur in the future,
including statements related to case sales, revenues, profitability, distributor channels, new products, adequacy of funds from
operations, cash flows and financing, our ability to continue as a going concern, potential strategic transactions, statements
regarding future operating results and non-historical information, are forward-looking statements. In particular, the words such
as “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “can,” “plan,” “predict,” “could,” “future,”
“continue,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive
means of identifying such statements and their absence does not mean that the statement is not forward-looking.
Readers should not place undue reliance on these forward-looking statements, which are based on management’s current
expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties
and assumptions and apply only as of the date of this Report. Our actual results, performance or achievements could differ
materially from historical results as well as from the results expressed in, anticipated or implied by these forward-looking
statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
In particular, our business, including our financial condition and results of operations and our ability to continue as a
going concern may be impacted by a number of factors, including, but not limited to, the following:
Our ability to successfully execute on our growth strategy and operating plan;
Our ability to establish, maintain and expand distribution arrangements with independent distributors, retailers,
brokers and national retail accounts, most of whom sell and distribute competing products, and whom we rely upon
to employ sufficient efforts in managing and selling our products, including re-stocking the retail shelves with our
products, on which our business plan and future growth are dependent in part;
Our ability to successfully develop and launch new products that match consumer beverage trends;
Our ability to increase revenues and achieve case sales goals;
Our ability to manage our operating expenses and generate cash flow from operations, or our ability to secure
additional financing if our case sales goals take longer to achieve under our operating plan;
Our ability to respond to changes in the consumer beverage marketplace, including potential reduced consumer
demand due to health concerns (including obesity) and legislative initiatives against sweetened beverages;
Our ability to manage our inventory levels and to predict the timing and amount of our sales;
Our reliance on third-party contract manufacturers of our products and the geographic locations of their facilities,
which could make management of our distribution efforts inefficient or unprofitable;
Our ability to secure a continuous supply and availability of raw materials, as well as other factors affecting our
supply chain including increases in raw material costs and shortages of glass in the supply chain;
High or rising fuel and freight costs may have an adverse impact on our results of operations;
Fluctuations in currency exchange rates, particularly between the U.S. and Canadian dollars, can adversely impact
our results of operations;
Our ability to source our flavors on acceptable terms from our key flavor suppliers;
Our ability to attract and retain key personnel, including retaining the services of our CEO, each of which would
directly affect our efficiency and operations and could materially impair our ability to execute our growth strategy;
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Our inability to protect our trademarks and trade secrets, which may prevent us from successfully marketing our
products and competing effectively;
Our ability to create and maintain brand name recognition and acceptance of our products, which is critical to our
success in our competitive, brand-conscious industry;
Our ability to maintain brand image and product quality and avoid risks from other product issues such as product
recalls;
Our ability to compete successfully against much larger, well-funded, established companies currently operating in
the beverage industry;
Litigation or legal proceedings, which could expose us to significant liabilities and damage our reputation;
Our ability to maintain effective disclosure controls and procedures and internal control over financial reporting;
Our ability to maintain an effective information technology infrastructure;
Dilutive and other adverse effects on our existing shareholders and our stock price arising from future securities
issuances;
Our ability to access the capital markets for any future equity financing, and any actual or perceived limitations to
our common stock by being traded on the OTCQB Marketplace, including the level of trading activity, volatility or
market liquidity;
Regional, national or global economic conditions that may adversely impact our business and results of operations;
and
Our ability to comply with the many regulations to which our business is subject.
For a discussion of some of the factors that may affect our business, results and prospects, see “Item 1A. Risk Factors.”
Readers are also urged to carefully review and consider the various disclosures made by us in this Report and in our other
reports we file with the Securities and Exchange Commission, including our periodic reports on Forms 10-Q and current
reports on Form 8-K, and those described from time to time in our press releases and other communications, which attempt to
advise interested parties of the risks and factors that may affect our business, prospects and results of operations.
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ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014
JONES SODA CO.
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PART I
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases
of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART III**
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
SIGNATURES
** The information required by Part III of this Report, to the extent not set forth herein, is
incorporated in this Report by reference to the registrant's definitive proxy statement
relating to its 2015 annual meeting of shareholders. The definitive proxy statement will be
filed with the Securities and Exchange Commission within 120 days after the end of the
2014 fiscal year.
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ITEM 1.
BUSINESS.
Overview
PART I
We develop, produce, market and distribute premium beverages which we sell and distribute primarily in the United
States and Canada through our network of independent distributors and directly to our national and regional retail accounts. We
also sell products in select international markets. Our products are sold primarily in grocery stores, convenience and gas stores,
“up and down the street” in independent accounts such as delicatessens and sandwich shops, as well as through our national
accounts with several large retailers. We refer to our network of independent distributors as our direct store delivery (DSD)
channel, and we refer to our national and regional accounts who receive shipments directly from us as our direct to retail (DTR)
channel. We do not directly manufacture our products, but instead outsource the manufacturing process to third-party contract
manufacturers. We also sell various products online, including soda with customized labels, wearables, candy and other items,
and we license our trademarks for use on products sold by other manufacturers.
Our company is a Washington corporation formed in 2000 as a successor to Urban Juice and Soda Company Ltd., a
Canadian company formed in 1986. We moved our offices on March 1, 2015, and our principal place of business is now
located at 66 South Hanford Street, Suite 150, Seattle, Washington 98134. Our telephone number is (206) 624-3357.
Jones Products
Our strategy is to focus on our core brand, Jones Soda, within the sparkling beverage category. Our product line-up
currently consists of the following:
Jones Soda
Jones Soda is our premium carbonated soft drink. We sell Jones Soda in glass bottles and cans, with every label featuring
a photo sent to us by our consumers. We also sell Jones Soda on fountain, utilizing customer photos on the fountain equipment
and cups. Over 1 million photos have been submitted to us. We believe this unique interaction with our consumers
distinguishes our brand and offers a strong competitive advantage for Jones Soda. Equally differentiating is the bright, colorful
look of our drinks, which have distinctive names such as FuFu Berry and Berry Lemonade. We also sell Jones Soda in more
traditional flavors such as Cream Soda, Root Beer, Orange & Cream. Jones Soda is made with high quality ingredients,
including pure cane sugar. We currently sell Jones Soda in ten flavors in the United States with additional flavors offered
seasonally or in certain markets.
Jones Zilch
Jones Zilch is a sugar-free version of our Jones Soda line providing an alternative for consumers. Jones Zilch, sweetened
with Splenda® and has zero calories, is an important product extension, especially in light of the increasing consumer
preferences for zero and lower-calorie options. Jones Zilch is also sold in glass bottles, cans and on fountain. We currently have
four flavors of Jones Zilch: Black Cherry, Pomegranate, Vanilla Bean and Cola.
Jones Stripped
Jones Stripped is our natural ingredient and low-calorie premium carbonated soft drink. Jones Stripped is lightly
sweetened with a unique blend of natural sweeteners and contains 30 calories and is packaged in the classic Jones Soda
presentation in a clear, long-neck, glass bottle, with every bottle label featuring a photo sent to us by our consumers. With no
artificial colors, the soda is clear, but the packaging features a burst of color on the label. We currently have six flavors of
Jones Stripped: Cherry, Lemon Lime, Orange Mango, Green Apple, Huckleberry and Chipotle Pineapple.
Sparkling Beverage Industry
Our beverages are classified in the sparkling beverage category, which encompasses the carbonated soft drinks (CSD)
segment (our Jones Soda and Jones Zilch lines) and the natural carbonated drinks (natural sparkling) segment (for our Jones
Stripped line). The CSD segment is the largest segment in the sparkling beverage category, and in the U.S., is a $77 billion
industry (according to the March 25, 2013 issue of Beverage Digest). During 2013, the CSD segment had a volume decline of
2% (according to the March 14, 2014 issue of Beverage Digest). Within the CSD segment are craft and premium sodas, which
provide consumers with an alternative to the large corporate brands and is where our Jones Soda line competes. In the U.S., the
craft and premium sodas are typically distributed through the grocery, drug, mass, club, convenience, independent account and
online sales channels.
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Our Focus for Fiscal 2015: Sales Growth
Our focus for fiscal 2015 is on revenue, case sales growth and driving to profitability. Over the past two and a half years,
we implemented substantial internal changes to our organization, and have achieved significant reductions in our operating
expenses and efficiencies in our operations.
The following are key components of this focus for 2015:
Utilize the strategic distribution improvements implemented across the United States and Canada to grow national
and independent account sales of our core Jones Soda lines;
Expand the distribution of Jones Stripped in the United States and Canada, which previously was launched in select
regions in the United States;
Increase the focus on international expansion;
Expand our newly launched fountain program of our core product lines in the United States and Canadian
marketplaces;
Build upon partnerships with major retail chains in innovative ways, while continuing to build our base of
independent accounts;
Product Distribution and Sales Strategy
Our products are distributed and sold throughout the U.S. and Canada and in select international markets. Our primary
distribution channels are our direct store delivery (DSD) channel (sales and distribution through our network of independent
distributors) and our direct to retail (DTR) channel (sales directly to national and regional retail accounts). We also have our
online channel for internet sales of various products. We strategically build our national and regional retailer network by
focusing on distribution systems that we believe will provide top-line drivers for our products and increased availability and
visibility of our products in our core markets. In building and expanding our DSD channel, we also consider international
markets and look for regions that data suggests have a high affinity for the Jones brand and can be pursued within our financial
resources. For 2015, we are focusing our efforts internationally on Ireland, the United Kingdom and Costa Rica.
Part of our strategy in building our distribution system is to blend our DSD and DTR distribution channels, delivering
different offerings through alternate channels. In determining the most advantageous distribution channel, we also consider
what works best for the customer, allowing for better retail activation and in-store presence, including seeking placement on
shelves that are normally restricted to national mainstream brands and placement in the cold-aisle, thus providing us access to
the important “take home market.” We are selective in placing our cans to complement rather than compete with our traditional
glass bottles and currently maintain national distribution for this product through the Kroger Co. We believe our can offering
provides our customers with an alternative method of consuming our premium soda and we may consider other national retail
accounts for this package format. We have also introduced a fountain format for our sodas.
For the year ended December 31, 2014, our top three accounts by revenue represent approximately 37% of revenue. We
intend to continue to expand our distributor network and DTR accounts, which may result in a decreased dependence on any
one or more of our independent distributors or national retail accounts.
We contract with independent trucking companies to have our product shipped from our contract manufacturers to
independent warehouses and then on to our distributors and national retail accounts. Distributors then sell and deliver our
products either to sub-distributors or directly to retail accounts. We recognize revenue upon receipt by our distributors and
national account customers of our products, net of discounts and promotional allowances, and all sales are final; however, in
limited instances, due to credit issues, quality or damage issues, or distributor changes, we may accept returned product, which
to date, have not been material.
DSD (direct store delivery)
We maintain a network of independent distributors across the U.S. and Canada. We have also secured distribution with
independent distributors in Ireland, the United Kingdom and Costa Rica and are evaluating other international opportunities for
our products. We choose our distributors based on our perception of their ability to build our brand franchise in convenience
stores, grocery stores, and “up and down the street” in independent accounts such as delicatessens and sandwich shops.
Typically, we grant our independent distributors exclusive distribution rights in defined territories, which may include invasion
fees in the event we provide product directly to one of our national retailers located in the distributor’s region. We are also
obligated to pay termination fees for cancellations of most of these written distributor agreements, unless the termination is ‘for
cause.’ We intend to continue our efforts to reinforce and expand our distribution network by partnering with new distributors
and replacing underperforming distributors. In addition to the efforts of our independent distributors in obtaining distribution of
our products, we actively seek to obtain listings for our products with key retail grocery, convenience and mass merchandiser
accounts, which are serviced through our independent distributor network.
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Product availability at a specific store location for any of our named retailers is subject to the retailer, consumer demand,
and localized store variances. Our accounts listing changes from time to time, as new retail accounts are added and others are
canceled. To find a retailer that carries our products, our product locator is available on our website under “Buy Jones-Product
Locator.”
DTR (direct to retail)
Our direct to retail channel of distribution is an important part of our strategy to target large national or regional
restaurant chains and retail accounts, including mass merchandisers and premier food-service businesses. Through these
programs, we negotiate directly with the retailer to carry our products, and the account is serviced through the retailer’s
appointed distribution system (rather than through our DSD network). These arrangements are terminable at any time by these
retailers or us, and contain no minimum purchase commitments or termination fees.
Fountain
As a new distribution strategy, we are offering Jones Soda and Jones Zilch in fountain format, which we are calling Jones
Cane Sugar Fountain. We announced this program in February 2015 and we have developed it with foodservice and grocery
partners to provide for a unique fountain offering in the Jones brand. We are working with a group of fountain distributors in
our DSD network in select regions in the U.S. and Canada to provide proprietary fountain equipment or other methods to offer
fountain products. The fountain equipment is branded similarly as our traditional bottles and cans, prominently displaying our
consumer submitted photos. We sell concentrate to the distributors for use in the fountain equipment. Our fountain offerings
include traditional flavors such as Cola, Diet Cola, Ginger Ale and Lemon Lime, while also offering fun flavors such as Berry
Lemonade.
Sales
Our products are sold throughout the U.S. and Canada, primarily in convenience stores, grocery stores, and “up and down
the street” in independent accounts such as delicatessens and sandwich shops, as well as through our national accounts with
several large retailers. In 2014, sales in the U.S. represented approximately 66% of total sales, while sales in Canada
represented approximately 31%, and we had approximately 3% in other international sales.
Our Brand
Building our Brand
We have built our brand to a large extent on our independent counter-culture image as well as by providing unique and
exciting flavors that appeal to consumers who prefer alternatives to the corporate CSD brands. This market is driven by trendy,
young consumers looking for a distinctive tonality in their beverage choices. While we are known for our unique and
innovative flavors, we also feature flavors that we believe have a large base of consumer appeal. Additionally, through the
labels on our bottles and our invitation to consumers to send in photographs to be featured on the Jones Soda labels, we focus
on a coherent message and call to action, thus escaping the uniformity that we believe plagues so many other brands. We select
photos throughout the year to be placed on our bottles and cans for distribution, and also invite consumers to celebrate special
occasions and memories by creating their own label through myJones.com. In that space, consumers have the ability to
customize their own label and product with a photo and short caption using a proprietary patented process. In addition to
creative labeling on our products, we provide our distributors with point-of-sale promotional materials and branded apparel
items. We believe that our labeling, marketing and promotional materials are important elements to creating and increasing
consumer appeal, as well as distributor and retailer awareness, and that our branding efforts have helped us achieve strong
consumer connections and affinity levels for our products.
Brand Marketing
Our marketing team has developed brand positioning and brand identity that is an integral asset and we believe allows our
brand to be widely known in a positive way among a large demographic. We have a successful history of positioning ourselves
in alternative accounts with the intent to be where national mainstream brands are not sold. We also have a program of
sponsoring alternative sport athletes to promote our products in youth alternative sports, including surfing, skateboarding and
snowboarding. We also have a program of sponsoring up and coming music bands. We believe this effort to position our
products in alternative accounts and venues draws on a younger generation of customers that value their independence away
from the larger soft drink brands.
Social Media
Our core marketing pillar is the open access our consumers have to define the brand through our website Jonessoda.com.
We actively participate in blogs and several different social media campaigns as a way of direct engagement with our
consumers in order to listen to their voices and better understand their issues and changes in consumer trends. Social media
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represents one of the largest shifts in modern business away from static advertising, and we have had success in creating social
media hubs through forums such as Facebook, Twitter and Instagram, with over 1 million fans. Our consumers have responded
by bringing us onto their social media pages and into their lives, creating a personal connection that we believe helps ensure
they are actively engaged with our brand and our products.
Consumer Submitted Photos
We are well-known for the photos on our labels. We invite our consumers to send us photos of their lives, and we select
from those photos for use on our labels. Photos can be submitted through our website at our “Jones Soda Gallery.” Every Jones
Soda glass bottle and can has a picture provided to us by a consumer.
Customized Photo Labels
We also provide our Jones Soda customers, ranging from corporate accounts to end consumers, customized and
personalized 6-packs and 12-packs of Jones Soda (in bottles) that they can create with their own photos on the labels. The
strategy of this program is to provide a customized and personalized product offering to our consumers as well as an innovative
marketing opportunity for our Jones Soda brand. Consumers can upload their photos through our website and create their own
“myJones” labels. The personalized labels are downloaded at our headquarters, applied to 12-packs of Jones Soda and
delivered to the consumer.
We believe our photo strategy has increased awareness for, as well as provided for increased consumer interactivity with,
the Jones Soda brand.
Point of Sale and Consumer Awareness
We use point-of-sale materials such as posters, stickers, hats and T-shirts to create and increase consumer awareness of
our proprietary products and brands. In response to consumer demand, we also sell our products and our wearables on our
website. In selected cities, we participate at a “grassroots” level at certain community and sporting events in an attempt to
create and increase brand awareness and loyalty. We use recreational vehicles, vans and independent distributor vehicles
painted with the Jones colors and logos to create consumer awareness and enthusiasm at these events and to assist distributors
as they open new retail accounts and markets.
From time to time, we partner with companies that will manufacture Jones-related products that we feel extend and
enhance our Jones brand. We currently have a licensing arrangement with a third party to manufacture and distribute Jones
Soda Flavor Booster hard candy. In addition to these marketing techniques, we also pursue cross-promotional campaigns with
other companies.
Partnership with Young Audiences
Beginning in 2014, we partnered with Young Audiences to launch the Jones Soda Photography Cirriculum, which was
created to teach children about the art of photography. Young Audience’s mission is to ensure arts remain an integral part of
youth education, with the help of organizations such as Jones Soda. We feel that it is a worthy cause directly aimed at
supporting the children that make up our fan base. Customer-submitted photos are one of our key assets, and to utilize them in
a way that we can give back to the community, is directly aligned with the brand’s core values.
Brand and Product Development
We understand the importance of creating new beverage products and enhancing our existing products to meet the ever
changing consumer taste profile. We intend to build upon our sparkling beverage portfolio, and in 2014, we expanded
distribution of Jones Stripped our natural line, to the Pacific Northwest and Texas and will continue to present Jones Stripped
to new distributor partners and retailers in new markets in 2015. In addition, we created a program that allows for our Jones
Soda product line to be offered “on tap” or on fountain. We partner with restaurants and grocery stores that prefer to offer new
innovative and pure cane sugar fountain opportunities for their guests and we utilize a select group of fountain distributors to
service these retail customers.
Our strategy is to focus on innovative products that will be accepted by consumers, retailers and distributors. We believe
this is accomplished by keeping open dialog directly with our consumers through our website, blogs and social media as well as
with our retail and distributor partners to ensure we are current with consumer trends in the beverage industry.
We develop the majority of our brands and products in-house. We used a similar process initially to create the Jones Soda
brand, and we intend to continue utilizing this process to create our future brands and products. This process primarily consists
of the following steps:
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Market Evaluation. We evaluate the strengths and weaknesses of certain categories and segments of the beverage
industry with a view to pinpointing potential opportunities.
Distributor Evaluation. We analyze existing and potential distribution channels, whether DSD, DTR or a blend
of these channels. This analysis addresses, among other things, which companies will distribute particular beverage
brands and products, where such companies may distribute such brands and products, and what will motivate these
distributors to distribute such brands and products.
Production Evaluation. We review all aspects of production of our beverages, including contract packing
capacity, strategic production locations, and quality control, and prepare a cost analysis of the various considerations that
will be critical to producing our brands and products.
Image and Design. Based on our evaluation of the market, distributors and production issues, we create and
develop the concept for a beverage brand, product or product extension. Our technical services department then works
with various flavor concentrate houses to test, choose and develop product flavors for the brand.
We believe that the ongoing process of creating new brands, products and product extensions will be an important factor
in our long-term success.
Competition
The beverage industry is highly competitive. Principal methods of competition in the beverage industry include:
distribution;
shelf-management;
licensing;
brand name and image;
price;
labeling and packaging;
advertising;
product quality and taste;
trade and consumer promotions; and
development of new brands, products and product extensions.
We compete with other beverage companies not only for consumer acceptance but also for shelf space in retail accounts
and for marketing focus by our distributors, all of whom also distribute other beverage brands. Our products compete with all
non-alcoholic beverages, most of which are marketed by companies with substantially greater financial resources than ours. We
also compete with regional beverage producers and “private label” soft drink suppliers. Our direct competitors in the sparkling
beverage industry include Dr. Pepper Snapple (Stewart's and IBC), Boylan, Henry Weinhard’s, Thomas Kemper, and other
regional premium soft drink companies. We also compete against Coca-Cola, Pepsi, Hansen’s, and other traditional soft drink
manufacturers and distributors. Our fountain offering competes directly with Coca-Cola and Pepsi.
In order to compete effectively in the beverage industry, from time to time we develop and introduce new products and
product extensions, and when warranted, new brands. An example of this is Jones Stripped, which we launched in 2013 to
enhance our sparkling portfolio and have expanded distribution to other select markets in 2014 and 2015.
Although we believe that we will be able to continue to create competitive and relevant brands and products to satisfy
consumers’ changing preferences, there can be no assurance that we will be able to do so or that other companies will not be
more successful in this regard over the long term.
Pricing of the products is also important. We believe that our products are priced in the same price range or higher than
competitive brands and products and compete on quality as they are premium product offerings.
Production
Contract Packing Arrangements
We do not directly manufacture our products, but instead outsource the manufacturing process to third party bottlers and
independent contract manufacturers (co-packers). We currently use primary co-packers located in Canada and the U.S. as well
as a co-packer in the United Kingdom. Once the product is manufactured, the finished products are stored either at the co-
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packer’s location or in nearby third-party warehouses. Other than minimum case volume requirements per production run for
most co-packers, we do not have annual minimum production commitments with our co-packers. Our co-packers may
terminate their arrangements with us at any time, in which case we could experience disruptions in our ability to deliver
products to our customers. We continually review our contract packing needs in light of regulatory compliance and logistical
requirements and may add or change co-packers based on those needs.
Raw Materials
The raw materials used in the manufacturing of our products consist primarily of concentrate, flavors, supplements, sugar,
bottles, cans, labels, trays, caps and packaging. Substantially all of the raw materials used in the preparation, bottling and
packaging of our bottle and can products are purchased by us or by our contract manufacturers in accordance with our
specifications. These raw materials are purchased from suppliers selected by us or by our contract manufacturers. We believe
that we have adequate sources of raw materials, which are available from multiple suppliers.
We purchase flavor concentrate from our suppliers. Generally, flavor concentrate suppliers own the proprietary rights to
the flavors. Although we do not have the list of ingredients or formulas for our flavors, we have exclusive rights to the use of
the flavor concentrates developed with our suppliers. In connection with the development of new products and flavors,
independent suppliers bear a large portion of the expense for product development, thereby enabling us to develop new
products and flavors at relatively low cost. If we have to replace a flavor supplier, we could experience disruptions in our
ability to deliver products to our customers, which could have a material adverse effect on our results of operations.
The costs of raw materials fluctuate and in certain instances we enter into supply agreements to address these risks. We
have a three-year fixed price supply agreement with our primary glass supplier which expires at the end of 2016. The price of
glass continues to increase each year due to the shortage of available glass in the industry; however, our supply agreement with
our glass supplier provides us with some price protection.
Quality Control
Our products are made from high quality ingredients and natural and artificial flavors. We seek to ensure that all of our
products satisfy our high quality standards. Contract manufacturers are selected and monitored by our quality control
representatives in an effort to ensure adherence to our production procedures and quality standards.
For every run of product, our contract manufacturer undertakes extensive testing of product quality and packaging. This
includes testing levels of sweetness, carbonation, taste, product integrity, packaging and various regulatory cross checks.
Samples from each production run are analyzed and categorized in a reference library. For each product, the contract
manufacturer must transmit all quality control test results to us for reference following each production run.
Testing also includes microbiological checks and other tests to ensure the production facilities meet the standards and
specifications of our quality assurance program. Water quality is monitored during production and at scheduled testing times to
ensure compliance with beverage industry standards. The water used to produce our products is filtered and is also treated to
reduce alkalinity. Flavors are pre-tested by the flavor concentrate supplier before shipment to contract manufacturers. We are
committed to ongoing product improvement with a view towards ensuring the high quality of our product through a stringent
co-packer selection, training and communication program.
Regulation
The production and marketing of our proprietary beverages are subject to the rules and regulations of various federal,
provincial, state and local health agencies, including in particular Health Canada, Agriculture and Agri-Food Canada (AAFC)
and the U.S. Food and Drug Administration (FDA). The FDA and AAFC also regulate labeling of our products. From time to
time, we may receive notifications of various technical labeling or ingredient reviews with respect to our products. We believe
that we have a compliance program in place to ensure compliance with production, marketing and labeling regulations.
Legal requirements have been enacted in jurisdictions in the U.S. and Canada requiring that deposits or certain eco-taxes
or fees be charged for the sale, marketing and use of certain non-refillable beverage containers. The precise requirements
imposed by these measures vary. Other beverage container-related deposit, recycling, eco-tax and/or product stewardship
proposals have been introduced in various jurisdictions in the U.S. and Canada. We anticipate that similar legislation or
regulations may be proposed in the future at local, state and federal levels, both in the U.S. and Canada.
Trademarks, Flavor Concentrate Trade Secrets and Patent Rights
In the U.S., we own a number of trademark registrations (designated by the ® symbol) and pending trademark
applications (designated by the ™ symbol) for use in connection with our products, including “JONES®,” “JONES SODA
CO.®,” “JONES ZILCH®,” “JONES STRIPPED™.”
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In general, trademark registrations expire 10 years from the filing date or registration date, with the exception in Canada,
where trademark registrations expire 15 years from the registration date. All trademark registrations may be renewed for a
nominal fee.
We have the exclusive rights to our flavor concentrates developed with our current flavor concentrate suppliers, which we
protect as trade secrets. We will continue to take appropriate measures to maintain the secrecy and proprietary nature of our
flavor concentrates.
We consider our trademarks and trade secrets to be of considerable value and importance to our business.
Seasonality
Our sales are seasonal and we experience fluctuations in quarterly results due to many factors. We historically have
generated a greater percentage of our revenues during the warm weather months of April through September. Timing of
customer purchases will vary each year and sales can be expected to shift from one quarter to another. As a result, management
believes that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon
as any indication of future performance or results expected for the fiscal year.
Employees
As of the date of this Report, we have 22 employees, all of which are full-time. Of our 22 employees, 11 are employed in
sales and marketing capacities, 6 are employed in administrative capacities and 5 are employed in customer service,
manufacturing and quality control capacities. None of our employees are represented by labor unions.
Securities Exchange Act Reports and other Available Information
As a public company, we are required to file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, proxy statements on Schedule 14A and other information (including any amendments) with the Securities
and Exchange Commission (the “SEC”). You can find our SEC filings at the SEC’s website at www.sec.gov. You may also
read and copy such material at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549.
Our Internet address is www.jonessoda.com. Information contained on our website is not part of this annual report on
Form 10-K.
We make available on or through our website at www.jonessoda.com our SEC filings free of charge as soon as
reasonably practicable after we electronically file the information with, or furnish it to, the SEC. In addition, the following
corporate governance materials are also available on our website under “Company — Jones Press — Investor Information —
Corporate Governance:”
Audit Committee Charter
Compensation and Governance Committee Charter
Nominating Committee Charter
Code of Conduct applicable to all directors, officers and employees of Jones Soda Co.
Code of Ethics for our CEO and senior financial officers.
A copy of any of the materials filed with or furnished to the SEC or copies of the corporate governance materials
described above are available free of charge and can be mailed to you upon request to Jones Soda Co., 66 South Hanford Street,
Suite 150, Seattle, Washington 98134.
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ITEM 1A.
RISK FACTORS.
You should carefully consider the following risk factors that may affect our business, including our financial condition
and results of operations. The risks and uncertainties described below are not the only risks we face. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial also may impair our business. If any of the
following risks actually occur, our business could be harmed, the trading price of our common stock could decline and you
could lose all or part of your investment in us.
Risk Factors Relating to Our Company and Our Business
If we are not able to successfully execute on our 2015 operating plan, our financial condition and results of operation
may be materially adversely affected, and we may not be able to continue as a going concern.
It is critical that we meet our case sales goals and increase case sales going forward as our 2015 operating plan already
reflects prior significant cost containment measures and may make it difficult to achieve top-line growth if further significant
reductions become necessary. If we do not meet our case sales goals, our available cash and working capital will decrease and
our financial condition will be negatively impacted. Additionally, if we do not meet our case sales goals, we may be required
to use our secured credit facility (which is currently available for our working capital needs), implement further expense
reductions, seek additional financing, or pursue a sale or other strategic alternatives. The uncertainties relating to our ability to
successfully execute our 2015 operating plan, combined with the difficult financing environment, continue to raise substantial
doubt about our ability to continue as a going concern.
We may need additional financing in the future, which may not be available when needed or may be costly and dilutive.
We may require additional financing to support our working capital needs in the future. The amount of additional capital
we may require, the timing of our capital needs and the availability of financing to fund those needs will depend on a number
of factors, including our strategic initiatives and operating plans, the performance of our business and the market conditions for
debt or equity financing. Additionally, the amount of capital required will depend on our ability to meet our case sales goals
and otherwise successfully execute our operating plan. We believe it is imperative to meet these sales objectives in order to
lessen our reliance on external financing in the future. Although we believe various debt and equity financing alternatives will
be available to us to support our working capital needs, financing arrangements on acceptable terms may not be available to us
when needed. Additionally, these alternatives may require significant cash payments for interest and other costs or could be
highly dilutive to our existing shareholders. Any such financing alternatives may not provide us with sufficient funds to meet
our long-term capital requirements. If necessary, we may explore strategic transactions that we consider to be in the best
interest of the Company and our shareholders, which may include, without limitation, public or private offerings of debt or
equity securities, a rights offering, and other strategic alternatives; however, these options may not ultimately be available or
feasible.
Our reliance on distributors, retailers and brokers could affect our ability to efficiently and profitably distribute and
market our products, maintain our existing markets and expand our business into other geographic markets.
Our ability to maintain and expand our existing markets for our products, and to establish markets in new geographic
distribution areas, is dependent on our ability to establish and maintain successful relationships with reliable distributors,
retailers and brokers strategically positioned to serve those areas. Most of our distributors, retailers and brokers sell and
distribute competing products, including non-alcoholic and alcoholic beverages, and our products may represent a small portion
of their businesses. Our ability to incentivize and motivate distributors to manage and sell our products is affected by
competition from other beverage companies who have greater resources than we do. To the extent that our distributors, retailers
and brokers are distracted from selling our products or do not employ sufficient efforts in managing and selling our products,
including re-stocking the retail shelves with our products, our sales and results of operations could be adversely affected.
Our ability to maintain and expand our distribution network and attract additional distributors, retailers and brokers will
depend on a number of factors, some of which are outside our control. Some of these factors include:
the level of demand for our brands and products in a particular distribution area;
our ability to price our products at levels competitive with those of competing products; and
our ability to deliver products in the quantity and at the time ordered by distributors, retailers and brokers.
We may not be able to successfully manage all or any of these factors in any of our current or prospective geographic
areas of distribution. Our inability to achieve success with regards to any of these factors in a geographic distribution area will
have a material adverse effect on our relationships in that particular geographic area, thus limiting our ability to maintain or
expand our market, which will likely adversely affect our revenues and financial results.
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We incur significant time and expense in attracting and maintaining key distributors.
Our marketing and sales strategy depends in large part on the availability and performance of our independent
distributors. We currently do not have, nor do we anticipate in the future that we will be able to establish, long-term contractual
commitments from some of our distributors. We may not be able to maintain our current distribution relationships or establish
and maintain successful relationships with distributors in new geographic distribution areas. Moreover, there is the additional
possibility that we may have to incur additional expenditures to attract and maintain key distributors in one or more of our
geographic distribution areas in order to profitably exploit our geographic markets.
If we lose any of our key distributors or national retail accounts, our financial condition and results of operations could
be adversely affected.
For the year ended December 31, 2014, our top three accounts by revenue represent approximately 37% of revenue. We
continually seek to expand and upgrade our distributor network and DTR accounts. However, we may not be able to maintain
our key distributor base. The loss of any of our key distributors or national accounts could have adverse effects on our revenues
and financial results, could negatively impact our ability to retain our relationships with our other distributors and our ability to
expand our market, and would place increased dependence on our other independent distributors and national accounts.
It is difficult to predict the timing and amount of our sales because our distributors are not required to place minimum
orders with us.
Our independent distributors are not required to place minimum monthly or annual orders for our products. In order to
reduce their inventory costs, independent distributors typically order products from us on a “just in time” basis in quantities and
at such times based on the demand for the products in a particular distribution area. Accordingly, we cannot predict the timing
or quantity of purchases by any of our independent distributors or whether any of our distributors will continue to purchase
products from us in the same frequencies and volumes as they may have done in the past.
If we do not adequately manage our inventory levels, our operating results could be adversely affected.
We need to maintain adequate inventory levels to be able to deliver products to distributors on a timely basis. Our
inventory supply depends on our ability to correctly estimate demand for our products. Our ability to estimate demand for our
products is imprecise, particularly for new products, seasonal promotions and new markets. If we materially underestimate
demand for our products or are unable to maintain sufficient inventory of raw materials, we might not be able to satisfy demand
on a short-term basis. If we overestimate distributor or retailer demand for our products, we may end up with too much
inventory, resulting in higher storage costs, increased trade spend and the risk of inventory spoilage. If we fail to manage our
inventory to meet demand, we could damage our relationships with our distributors and retailers and could delay or lose sales
opportunities, which would unfavorably impact our future sales and adversely affect our operating results. In addition, if the
inventory of our products held by our distributors and retailers is too high, they will not place orders for additional products,
which would also unfavorably impact our sales and adversely affect our operating results.
If we fail to maintain relationships with our independent contract manufacturers, our business could be harmed.
We do not manufacture our products but instead outsource the manufacturing process to third party bottlers and
independent contract manufacturers (co-packers). We do not own the plants or the majority of the equipment required to
manufacture and package our beverage products, and we do not anticipate bringing the manufacturing process in-house in the
future. Our ability to maintain effective relationships with contract manufacturers and other third parties for the production and
delivery of our beverage products in a particular geographic distribution area is important to the success of our operations
within each distribution area. Competition for contract manufacturers’ business is intense, especially in the western U.S., and
this could make it more difficult for us to obtain new or replacement manufacturers, or to locate back-up manufacturers, in our
various distribution areas, and could also affect the economic terms of our agreements with our existing manufacturers. We
may not be able to maintain our relationships with current contract manufacturers or establish satisfactory relationships with
new or replacement contract manufacturers, whether in existing or new geographic distribution areas. The failure to establish
and maintain effective relationships with contract manufacturers for a distribution area could increase our manufacturing costs
and thereby materially reduce gross profits from the sale of our products in that area. Poor relations with any of our contract
manufacturers could adversely affect the amount and timing of product delivered to our distributors for resale, which would in
turn adversely affect our revenues and financial condition. In addition, our agreements with our contract manufacturers are
terminable at any time, and any such termination could disrupt our ability to deliver products to our customers.
Our dependence on independent contract manufacturers could make management of our manufacturing and
distribution efforts inefficient or unprofitable.
We are expected to arrange for our contract manufacturing needs sufficiently in advance of anticipated requirements,
which is customary in the contract manufacturing industry for comparably sized companies. Based on the cost structure and
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forecasted demand for the particular geographic area where our contract manufacturers are located, we continually evaluate
which of our contract manufacturers to use. To the extent demand for our products exceeds available inventory or the
production capacity of our contract manufacturing arrangements, or orders are not submitted on a timely basis, we will be
unable to fulfill distributor orders on demand. Conversely, we may produce more product inventory than warranted by the
actual demand for it, resulting in higher storage costs and the potential risk of inventory spoilage. Our failure to accurately
predict and manage our contract manufacturing requirements and our inventory levels may impair relationships with our
independent distributors and key accounts, which, in turn, would likely have a material adverse effect on our ability to maintain
effective relationships with those distributors and key accounts.
Increases in costs or shortages of raw materials could harm our business and financial results.
The principal raw materials we use include glass bottles, aluminum cans, labels and cardboard cartons, aluminum
closures, flavorings, sucrose/inverted pure cane sugar and sucralose, and fortification ingredients which include vitamins and
minerals. In addition, certain of our contract manufacturing arrangements allow such contract manufacturers to increase their
charges to us based on their own cost increases. These manufacturing and ingredient costs are subject to fluctuation. If our
supply of these raw materials is impaired or if prices increase significantly, our business would be adversely affected.
We have experienced increased prices for glass bottles over the last several years and the availability of glass supply
diminished for companies not under contract. Although our fixed-price purchase commitment for glass helps mitigate the risk
of unexpected price increases, the prices of any of the above or any other raw materials or ingredients may continue to rise in
the future. Due to the price sensitivity of our products, we may not be able to pass such increases on to our customers.
If we are unable to secure sufficient ingredients or raw materials including glass, sugar, and other key supplies, we might
not be able to satisfy demand on a short-term basis. Moreover, in the past there have been industry-wide shortages of certain
concentrates, supplements and sweeteners and these shortages could occur again from time to time in the future, which could
interfere with and delay production of our products and could have a material adverse effect on our business and financial
results.
Increases in costs of energy and freight may have an adverse impact on our gross margin.
Over the past few years, volatility in the global oil markets has resulted in high fuel prices, which many shipping
companies have passed on to their customers by way of higher base pricing and increased fuel surcharges. With recent declines
in fuel prices, some companies have been slow to pass on decreases in their fuel surcharges. If fuel prices increase again, we
expect to experience higher shipping rates and fuel surcharges, as well as energy surcharges on our raw materials. It is hard to
predict what will happen in the fuel markets in 2015. Due to the price sensitivity of our products, we may not be able to pass
such increases on to our customers.
Disruption within our supply chain, contract manufacturing or distribution channels could have an adverse effect on
our business, financial condition and results of operations.
Our ability, through our suppliers, business partners, contract manufacturers, independent distributors and retailers, to
make, move and sell products is critical to our success. Damage or disruption to our suppliers or to manufacturing or
distribution capabilities due to weather, natural disaster, fire or explosion, terrorism, pandemics such as influenza, labor strikes
or other reasons, could impair the manufacture, distribution and sale of our products. Many of these events are outside of our
control. Failure to take adequate steps to protect against or mitigate the likelihood or potential impact of such events, or to
effectively manage such events if they occur, could adversely affect our business, financial condition and results of operations.
Our results of operations may fluctuate from quarter to quarter for many reasons, including seasonality.
Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. We historically have
generated a greater percentage of our revenues during the warm weather months of April through September. Timing of
customer purchases will vary each year and sales can be expected to shift from one quarter to another. As a result, management
believes that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon
as any indication of future performance or results expected for the fiscal year.
In addition, our operating results may fluctuate due to a number of other factors including, but not limited to:
Our ability to maintain, develop and expand distribution channels for current and new products, develop favorable
arrangements with third party distributors of our products and minimize or reduce issues associated with engaging
new distributors and retailers, including, but not limited to, transition costs and expenses and down time resulting
from the initial deployment of our products in each new distributor’s network;
Unilateral decisions by distributors, grocery store chains, specialty chain stores, club stores, mass merchandisers and
other customers to discontinue carrying all or any of our products that they are carrying at any time;
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Our ability to maintain, develop and expand our direct-to-retail sales channels and national retail accounts, as well
as our “myJones” business;
Our ability to manage our resources to sufficiently support general operating activities, promotion allowances and
slotting fees, promotion and selling activities, and capital expansion, and our ability to sustain profitability;
Our ability to meet the competitive response by much larger, well-funded and established companies currently
operating in the beverage industry, as we introduce new competitive products, such as our natural line of Jones
Soda, Jones Stripped; and
Competitive products and pricing pressures and our ability to gain or maintain share of sales in the marketplace as a
result of actions by competitors.
Due to these and other factors, our results of operations have fluctuated from period to period and may continue to do so
in the future, which could cause our operating results in a particular quarter to fail to meet market expectations.
We rely upon our ongoing relationships with our key flavor suppliers. If we are unable to source our flavors on
acceptable terms from our key suppliers, we could suffer disruptions in our business.
We currently purchase our flavor concentrate from various flavor concentrate suppliers, and continually develop other
sources of flavor concentrate for each of our products. Generally, flavor suppliers hold the proprietary rights to their flavors.
Although we have the exclusive rights to flavor concentrates developed with our current flavor concentrate suppliers, we do not
have the list of ingredients or formulas for our flavors and concentrates. Consequently, we may be unable to obtain these same
flavors or concentrates from alternative suppliers on short notice. If we have to replace a flavor supplier, we could experience
disruptions in our ability to deliver products to our customers, which could have a material adverse effect on our results of
operations.
Our brand and image are keys to our business and any inability to maintain a positive brand image could have a
material adverse effect on our results of operations.
Our success depends on our ability to maintain brand image for our existing products and effectively build up brand
image for new products and brand extensions. We cannot predict whether our advertising, marketing and promotional programs
will have the desired impact on our products’ branding and on consumer preferences. In addition, negative public relations and
product quality issues, whether real or imagined, could tarnish our reputation and image of the affected brands and could cause
consumers to choose other products. Our brand image can also be adversely affected by unfavorable reports, studies and
articles, litigation, or regulatory or other governmental action, whether involving our products or those of our competitors.
If we are unable to attract and retain key personnel, our efficiency and operations would be adversely affected.
Our success depends on our ability to attract and retain highly qualified employees in such areas as sales, marketing,
product development and finance. We compete to hire new employees, and, in some cases, must train them and develop their
skills and competencies. Our operating results could be adversely affected by increased costs due to increased competition for
employees, higher employee turnover or increased employee benefit costs. Any unplanned turnover, particularly involving our
key personnel, could negatively impact our operations, financial condition and employee morale.
If we lose the services of our CEO, our operations could be disrupted and our business could be harmed.
Our business plan relies significantly on the continued services of Jennifer Cue, who we hired as our CEO in June
2012. If we were to lose the services of Ms. Cue, our ability to execute our business plan could be materially impaired. We are
not aware of any facts or circumstances that suggest she might leave us. We are currently in the process of obtaining key person
life insurance on Ms. Cue.
If we fail to protect our trademarks and trade secrets, we may be unable to successfully market our products and compete
effectively.
We rely on a combination of trademark and trade secrecy laws, confidentiality procedures and contractual provisions to
protect our intellectual property rights. Failure to protect our intellectual property could harm our brand and our reputation, and
adversely affect our ability to compete effectively. Further, enforcing or defending our intellectual property rights, including
our trademarks, copyrights, licenses and trade secrets, could result in the expenditure of significant financial and managerial
resources. We regard our intellectual property, particularly our trademarks and trade secrets to be of considerable value and
importance to our business and our success, and we actively pursue the registration of our trademarks in the U.S., Canada and
internationally. However, the steps taken by us to protect these proprietary rights may not be adequate and may not prevent
third parties from infringing or misappropriating our trademarks, trade secrets or similar proprietary rights. In addition, other
parties may seek to assert infringement claims against us, and we may have to pursue litigation against other parties to assert
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our rights. Any such claim or litigation could be costly. In addition, any event that would jeopardize our proprietary rights or
any claims of infringement by third parties could have a material adverse effect on our ability to market or sell our brands,
profitably exploit our products or recoup our associated research and development costs.
As part of the licensing strategy of our brands, we enter into licensing agreements under which we grant our licensing
partners certain rights to use our trademarks and other designs. Although our agreements require that the use of our trademarks
and designs is subject to our control and approval, any breach of these provisions, or any other action by any of our licensing
partners that is harmful to our brands, goodwill and overall image, could have a material adverse impact on our business.
Litigation or legal proceedings could expose us to significant liabilities and damage our reputation.
We may become party to litigation claims and legal proceedings. Litigation involves significant risks, uncertainties and
costs, including distraction of management attention away from our business operations. We evaluate litigation claims and
legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses.
Based on these assessments and estimates, we establish reserves and disclose the relevant litigation claims or legal proceedings,
as appropriate. These assessments and estimates are based on the information available to management at the time and involve
a significant amount of management judgment. Actual outcomes or losses may differ materially from those envisioned by our
current assessments and estimates. Our policies and procedures require strict compliance by our employees and agents with all
United States and local laws and regulations applicable to our business operations, including those prohibiting improper
payments to government officials. Nonetheless, our policies and procedures may not ensure full compliance by our employees
and agents with all applicable legal requirements. Improper conduct by our employees or agents could damage our reputation
or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines, as
well as disgorgement of profits.
Changes in accounting standards and subjective assumptions, estimates and judgments by management related to
complex accounting matters could significantly affect our financial results.
U.S. generally accepted accounting principles and related pronouncements, implementation guidelines and interpretations
with regard to a wide variety of matters that are relevant to our business, such as, but not limited to, stock-based compensation,
trade spend and promotions, and income taxes are highly complex and involve many subjective assumptions, estimates and
judgments by our management. Changes to these rules or their interpretation or changes in underlying assumptions, estimates
or judgments by our management could significantly change our reported results.
If we are unable to maintain effective disclosure controls and procedures and internal control over financial reporting,
our stock price and investor confidence could be materially and adversely affected.
We are required to maintain both disclosure controls and procedures and internal control over financial reporting that are
effective. Because of their inherent limitations, internal control over financial reporting, however well designed and operated,
can only provide reasonable, and not absolute, assurance that the controls will prevent or detect misstatements. Because of
these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in
achieving their goals under all potential future conditions. The failure of controls by design deficiencies or absence of adequate
controls could result in a material adverse effect on our business and financial results, which could also negatively impact our
stock price and investor confidence.
If we are unable to build and sustain proper information technology infrastructure, our business could suffer.
We depend on information technology as an enabler to improve the effectiveness of our operations and to interface with
our customers, as well as to maintain financial accuracy and efficiency. If we do not allocate and effectively manage the
resources necessary to build and sustain the proper technology infrastructure, we could be subject to transaction errors,
processing inefficiencies, the loss of customers, business disruptions, or the loss of or damage to intellectual property through
security breaches.
We could be subject to cybersecurity attacks.
Cybersecurity attacks are evolving and include malicious software, attempts to gain unauthorized access to data, and
other electronic security breaches that could lead to disruptions in business processes, unauthorized release of confidential or
otherwise protected information and corruption of data. Such unauthorized access could subject us to operational interruption,
damage to our brand image and private data exposure, and harm our business.
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Our business and periodic financial results can be affected by currency rate fluctuations, because a significant
percentage of our business is in Canada.
A significant percentage of our sales are conducted through our Canadian subsidiary, for which we receive revenues in
the Canadian dollar. In addition, a significant percentage of our costs of goods are denominated in the Canadian dollar, due to
our co-packing facility in Canada. Because of this we are affected by changes in U.S. exchange rates with the Canadian dollar.
In preparing our consolidated financial statements, certain financial information is required to be translated from the
Canadian dollar to the U.S. dollar. The translation of our Canadian revenues, cash and other assets is adversely affected when
the U.S. strengthens against the Canadian dollar and is positively affected when the U.S. dollar weakens. Similarly, translation
of our Canadian expenses and liabilities is positively affected when the U.S. dollar strengthens against the Canadian dollar and
adversely affected when the U.S. dollar weakens. This exposure to foreign currency risk could significantly affect our revenues
and profitability from our Canadian operations and could result in significant fluctuations to our periodic income statements
and consolidated balance sheets.
During 2014 and continuing into 2015, the exchange rate between the Canadian dollar and the U.S. dollar has fluctuated
drastically with the United States dollar significantly strengthening, and is currently near a five-year low in favor of the U.S.
dollar. As of March 16, 2015, the U.S. dollar exchange rate for one Canadian dollar was 0.78 (compared to 0.86 as of
December 31, 2014 and 0.93 as of December 31, 2013). We cannot predict future changes in these exchange rates. We do not
engage in foreign currency hedging transactions.
Risk Factors Relating to Our Industry
We may experience a reduced demand for some of our products due to health concerns (including obesity) and
legislative initiatives against sweetened beverages.
Consumers are concerned about health and wellness; public health officials and government officials are increasingly
vocal about obesity and its consequences. There has been a trend among some public health advocates and dietary guidelines to
recommend a reduction in sweetened beverages, as well as increased public scrutiny, potential new taxes on sugar-sweetened
beverages, and additional governmental regulations concerning the marketing and labeling/packing of the beverage industry.
Additional or revised regulatory requirements, whether labeling, tax or otherwise, could have a material adverse effect on our
financial condition and results of operations. Further, increasing public concern with respect to sweetened beverages could
reduce demand for our beverages. In partial response to this public focus, we developed a natural line of Jones Soda, Jones
Stripped, as a natural ingredient and lower-calorie premium carbonated soft drink. We cannot predict the market acceptance for
Jones Stripped and whether it will mitigate the impact and risks to us of these health concerns focused on the beverage
industry.
We compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are
critical to our success.
Our business is substantially dependent upon awareness and market acceptance of our products and brands by our target
market, trendy, young consumers looking for a distinctive tonality in their beverage choices. In addition, our business depends
on acceptance by our independent distributors and retailers of our brands as beverage brands that have the potential to provide
incremental sales growth. If we are not successful in the revitalization and growth of our brand and product offerings, we may
not achieve and maintain satisfactory levels of acceptance by independent distributors and retail consumers. Accordingly, any
failure of our Jones Soda brand to maintain or increase acceptance or market penetration would likely have a material adverse
effect on our revenues and financial results.
Competition from traditional non-alcoholic beverage manufacturers may adversely affect our distribution relationships
and may hinder development of our existing markets, as well as prevent us from expanding our markets.
The beverage industry is highly competitive. We compete with other beverage companies not only for consumer
acceptance but also for shelf space in retail outlets and for marketing focus by our distributors, all of whom also distribute other
beverage brands. Our products compete with a wide range of drinks produced by a relatively large number of manufacturers,
most of which have substantially greater financial, marketing and distribution resources than ours. Some of these competitors
are placing severe pressure on independent distributors not to carry competitive sparkling brands such as ours. We also
compete with regional beverage producers and “private label” soft drink suppliers.
Our direct competitors in the Sparkling beverage category include Dr. Pepper Snapple (Stewart's and IBC), Boylan,
Henry Weinhard’s, Thomas Kemper, and other regional premium soft drink companies. We also compete against Coca-Cola,
Pepsi, Hansen’s and other traditional soft drink manufacturers and distributors. These national and international competitors
have advantages such as lower production costs, larger marketing budgets, greater financial and other resources and more
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developed and extensive distribution networks than ours. We may not be able to grow our volumes or maintains our selling
prices, whether in existing markets or as we enter new markets.
Increased competitor consolidations, market-place competition, particularly among branded beverage products, and
competitive product and pricing pressures could impact our earnings, market share and volume growth. If, due to such pressure
or other competitive threats, we are unable to sufficiently maintain or develop our distribution channels, we may be unable to
achieve our current revenue and financial targets. As a means of maintaining and expanding our distribution network, we
intend to introduce product extensions and additional brands. We may not be successful in doing this and other companies may
be more successful in this regard over the long term. Competition, particularly from companies with greater financial and
marketing resources than ours, could have a material adverse effect on our existing markets, as well as on our ability to expand
the market for our products.
We compete in an industry characterized by rapid changes in consumer preferences and public perception, so our ability
to continue developing new products to satisfy our consumers’ changing preferences will determine our long-term
success.
Failure to introduce new brands, products or product extensions into the marketplace as current ones mature and to meet
our consumers’ changing preferences could prevent us from gaining market share and achieving long-term profitability.
Product lifecycles can vary and consumers’ preferences and loyalties change over time. Although we try to anticipate these
shifts and innovate new products to introduce to our consumers, we may not succeed. Customer preferences also are affected
by factors other than taste, such as health and nutrition considerations and obesity concerns, shifting consumer needs, changes
in consumer lifestyles, increased consumer information and competitive product and pricing pressures. Sales of our products
may be adversely affected by the negative publicity associated with these issues. If we do not adequately anticipate or adjust to
respond to these and other changes in customer preferences, we may not be able to maintain and grow our brand image and our
sales may be adversely affected.
Global economic conditions may continue to adversely impact our business and results of operations.
The beverage industry, and particularly those companies selling premium beverages like us, can be affected by macro
economic factors, including changes in national, regional, and local economic conditions, unemployment levels and consumer
spending patterns, which together may impact the willingness of consumers to purchase our products as they adjust their
discretionary spending. The recent disruptions in the overall economy and financial markets as a result of the global economic
downturn have adversely impacted the U.S. and Canada, our two primary markets. This reduced consumer confidence in the
economy has reduced consumers’ discretionary spending and we believe this has negatively affected consumers’ willingness to
purchase beverage products such as ours. Moreover, adverse economic conditions may adversely affect the ability of our
distributors to obtain the credit necessary to fund their working capital needs, which could negatively impact their ability or
desire to continue to purchase products from us in the same frequencies and volumes as they have done in the past. If we
experience similar adverse economic conditions in the future, sales of our products could be adversely affected, collectability of
accounts receivable may be compromised and we may face obsolescence issues with our inventory, any of which could have a
material adverse impact on our operating results and financial condition.
If we encounter product recalls or other product quality issues, our business may suffer.
Product quality issues, real or imagined, or allegations of product contamination, even when false or unfounded, could
tarnish our image and could cause consumers to choose other products. In addition, because of changing government
regulations or implementation thereof, or allegations of product contamination, we may be required from time to time to recall
products entirely or from specific markets. Product recalls could affect our profitability and could negatively affect brand
image.
We could be exposed to product liability claims.
Although we have product liability and basic recall insurance, insurance coverage may not be sufficient to cover all
product liability claims that may arise. To the extent our product liability coverage is insufficient, a product liability claim
would likely have a material adverse effect upon our financial condition. In addition, any product liability claim brought
against us may materially damage the reputation and brand image of our products and business.
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Our business is subject to many regulations and noncompliance is costly.
The production, marketing and sale of our beverages, including contents, labels, caps and containers, are subject to the
rules and regulations of various federal, provincial, state and local health agencies. If a regulatory authority finds that a current
or future product or production run is not in compliance with any of these regulations, we may be fined, or production may be
stopped, which would adversely affect our financial condition and results of operations. Similarly, any adverse publicity
associated with any noncompliance may damage our reputation and our ability to successfully market our products.
Furthermore, the rules and regulations are subject to change from time to time and while we closely monitor developments in
this area, we cannot anticipate whether changes in these rules and regulations will impact our business adversely. Additional or
revised regulatory requirements, whether labeling, environmental, tax or otherwise, could have a material adverse effect on our
financial condition and results of operations.
Significant additional labeling or warning requirements may inhibit sales of affected products.
Various jurisdictions may seek to adopt significant additional product labeling or warning requirements relating to the
chemical content or perceived adverse health consequences of certain of our products. These types of requirements, if they
become applicable to one or more of our products under current or future environmental or health laws or regulations, may
inhibit sales of such products. In California, a law requires that a specific warning appear on any product that contains a
component listed by the state as having been found to cause cancer or birth defects. This law recognizes no generally applicable
quantitative thresholds below which a warning is not required. If a component found in one of our products is added to the list,
or if the increasing sensitivity of detection methodology that may become available under this law and related regulations as
they currently exist, or as they may be amended, results in the detection of an infinitesimal quantity of a listed substance in one
of our beverages produced for sale in California, the resulting warning requirements or adverse publicity could affect our sales.
Climate change may negatively affect our business.
There is growing concern that a gradual increase in global average temperatures may cause an adverse change in weather
patterns around the globe resulting in an increase in the frequency and severity of natural disasters. While warmer weather has
historically been associated with increased sales of our products, changing weather patterns could have a negative impact on
agricultural productivity, which may limit availability or increase the cost of certain key ingredients such as sugar cane, natural
flavors and supplements used in our products. Also, increased frequency or duration of extreme weather conditions may disrupt
the productivity of our facilities, the operation of our supply chain or impact demand for our products. In addition, the
increasing concern over climate change may result in more regional, federal and global legal and regulatory requirements and
could result in increased production, transportation and raw material costs. As a result, the effects of climate change could have
a long-term adverse impact on our business and results of operations.
Risk Factors Related to Our Common Stock
The price of our common stock may be volatile, and a shareholder’s investment in our common stock could suffer a
decline in value.
There has been significant volatility in the volume and market price of our common stock, and this volatility may
continue in the future. In addition, factors such as quarterly variations in our operating results, litigation involving us, general
trends relating to the beverage industry, actions by governmental agencies, national economic and stock market considerations
as well as other events and circumstances beyond our control could have a significant impact on the future market price of our
common stock and the relative volatility of such market price.
If we are not able to achieve our objectives for our business, the value of an investment in our company could be
negatively affected.
In order to be successful, we believe that we must, among other things:
increase the sales volume and gross margins for our products;
achieve and maintain efficiencies in operations;
manage our operating expenses to sufficiently support operating activities;
maintain fixed costs at or near current levels; and
avoid significant increases in variable costs relating to production, marketing and distribution.
We may not be able to meet these objectives, which could have a material adverse affect on our results of operations. We
have incurred significant operating expenses in the past and may do so again in the future and, as a result, will need to increase
revenues in order to improve our results of operations. Our ability to increase sales will depend primarily on success in
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expanding our current markets, improving our distribution base, entering into DTR arrangements with national accounts, and
introducing new brands, products or product extensions to the market. Our ability to successfully enter new distribution areas
and obtain national accounts will, in turn, depend on various factors, many of which are beyond our control, including, but not
limited to, the continued demand for our brands and products in target markets, the ability to price our products at competitive
levels, the ability to establish and maintain relationships with distributors in each geographic area of distribution and the ability
in the future to create, develop and successfully introduce one or more new brands, products, and product extensions.
Any future equity or debt issuances by us, including the exercise of outstanding warrants, may have dilutive or adverse
effects on our existing shareholders.
From time to time, we may issue additional shares of common stock or convertible securities. The issuance of these
securities could dilute our shareholders’ ownership in our company and may include terms that give new investors rights that
are superior to those of our current shareholders. Moreover, any issuances by us of equity securities may be at or below the
prevailing market price of our common stock and in any event may have a dilutive impact on our shareholders’ ownership
interest, which could cause the market price of our common stock to decline.
Our common stock is traded on the OTCQB Marketplace, which may have an unfavorable impact on our stock price and
liquidity.
Our stock is traded on the OTCQB Marketplace. The OTCQB is a significantly more limited market than the national
securities exchanges such as the New York Stock Exchange, the American Stock Exchange or Nasdaq system, and there are no
financial or qualitative standards that a company must meet to be listed on the OTCQB. The OTCQB market is an inter-dealer
market much less regulated than the major exchanges and trading in our common stock may be subject to abuses, volatility and
shorting. In addition, there may be less information available concerning trading prices, and it may be more difficult for
investors to buy or sell shares of our common stock. We currently do not meet applicable listing standards of a market senior to
the OTCQB and we may never apply or qualify for future listing on Nasdaq or a senior market.
ITEM 1B.
UNRESOLVED STAFF COMMENTS.
None.
ITEM 2.
PROPERTIES.
During 2014, we sublet approximately 9,500 square feet of retail/office space in Seattle, Washington for our principal
executive and administrative offices. In December 2014, we entered into an agreement with the landlord for early termination
of the sublease, which terminated effective February 28, 2015.
Beginning March 1, 2015, we lease approximately 6,500 square feet of retail/office space in Seattle, Washington for our
principal executive and administrative offices. The term of the sublease is five years expiring February 2020 with an option to
extend for additional one year terms. See Note 7 in the Notes to Consolidated Financial Statements included in this Report for
further discussion.
We do not own real property.
ITEM 3.
LEGAL PROCEEDINGS.
We are not currently involved in any material legal proceedings. We may be involved from time to time in various claims
and legal actions arising in the ordinary course of business, including proceedings involving employee claims, contract
disputes, product liability and other general liability claims, as well as trademark, copyright, and related claims and legal
actions. In the opinion of our management, the ultimate disposition of these matters will not have a material adverse effect on
our consolidated financial position, results of operations or liquidity.
ITEM 4.
MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our common stock currently trades on the OTCQB Marketplace under the symbol “JSDA.” The following table shows,
for each quarter of fiscal 2014 and 2013, the high and low closing sales prices as reported by the OTCQB Marketplace.
2014
Fourth quarter (ended December 31, 2014)
Third quarter (ended September 30, 2014)
Second quarter (ended June 30, 2014)
First quarter (ended March 31, 2014)
2013
Fourth quarter (ended December 31, 2013)
Third quarter (ended September 30, 2013)
Second quarter (ended June 30, 2013)
First quarter (ended March 31, 2013)
Holders
$
$
High
Low
$
$
0.52
0.52
0.49
0.63
0.79
0.88
0.65
0.34
0.34
0.32
0.39
0.46
0.42
0.56
0.35
0.25
As of March 20, 2015, there were 40,972,394 shares of common stock issued and outstanding, held by approximately 238
holders of record, although there are a much larger number of beneficial owners. The last reported sale price per share on
March 20, 2015 was $ 0.38.
Dividends
We have never declared or paid any cash dividends with respect to our common stock. We do not anticipate paying cash
dividends on our common stock in the foreseeable future. Any future determination with regard to the payment of dividends
will be at the discretion of the Board of Directors and will be dependent upon our future earnings, financial condition,
applicable dividend restrictions and capital requirements and other factors deemed relevant by the Board of Directors.
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ITEM 6.
SELECTED FINANCIAL DATA.
The following selected financial and operating data are derived from our consolidated financial statements and should be
read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our
consolidated financial statements.
Consolidated statements of operations data:
Revenue
Cost of goods sold
Write-down of excess GABA inventory and impairment of
fixed assets
Gross profit
Selling and marketing expenses
General and administrative expenses
Loss from operations
Other income (expense), net
Loss before income taxes
Income tax (expense) benefit, net
Net loss
Basic and diluted net loss per share
Balance sheet data:
Cash and cash equivalents and accounts receivable, net
Fixed assets, net
Total assets
Long-term liabilities
Working capital
2014
Year Ended December 31,
2012
2013
2011
2010
$
13,555 $
(10,543)
13,696 $
(10,433)
16,384 $
(11,902)
17,425 $
(13,120)
17,557
(12,978)
—
3,012
(2,235)
(2,535)
(1,758)
279
(1,479)
(61)
(1,540)
(0.04) $
—
3,263
(2,322)
(2,779)
(1,838)
10
(1,828)
(65)
(1,893)
(0.05) $
—
4,482
(3,357)
(3,922)
(2,797)
(15)
(2,812)
(91)
(2,903)
(0.08) $
—
4,305
(6,296)
(5,235)
(7,226)
104
(7,122)
(32)
(7,154)
(0.22) $
(506)
4,073
(4,676)
(5,983)
(6,586)
152
(6,434)
338
(6,096)
(0.22)
2014
2013
As of December 31,
2012
2011
2010
2,094 $
25
4,874
2
2,568
2,498 $
232
5,514
406
3,375
3,396 $
497
7,020
485
4,132
3,675 $
844
7,657
539
3,552
7,668
296
11,463
2
8,141
$
$
Case sale data (288-ounce equivalent):
Finished product cases
Concentrate cases
Total cases
2014
Year Ended December 31,
2012
2013
2011
2010
1,012,000
—
1,012,000
1,036,000
—
1,036,000
1,190,500
—
1,190,500
1,301,000
—
1,301,000
1,324,000
111,000
1,435,000
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ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
The following discussion of our financial condition and results of operations contains forward-looking statements that
involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. As described at the
beginning of this Annual Report on Form 10-K, our actual results could differ materially from those anticipated in these
forward-looking statements. Factors that could contribute to such differences include those discussed at the beginning of this
Report, below in this section and in the section above entitled “Risk Factors.” You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this Report. Except as required by law, we undertake no
obligation to update any forward-looking statements to reflect new information, events or circumstances after the date of this
Report, or to reflect the occurrence of unanticipated events. You should read the following discussion and analysis in
conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Report.
Overview
We develop, produce, market and distribute premium beverages which we sell and distribute primarily in North America
through our network of independent distributors and directly to our national and regional retail accounts. We also sell products
in select international markets. Our products are sold primarily in grocery stores, convenience and gas stores, “up and down the
street” in independent accounts such as delicatessens and sandwich shops, as well as through our national accounts with several
large retailers. We refer to our network of independent distributors as our direct store delivery (DSD) channel, and we refer to
our national and regional accounts who receive shipments directly from us as our direct to retail (DTR) channel. We do not
directly manufacture our products, but instead outsource the manufacturing process to third-party contract manufacturers. We
also sell various products online, including soda with customized labels, wearables, candy and other items, and we license our
trademarks for use on products sold by other manufacturers.
Our Focus for Fiscal 2015: Sales Growth
Our focus for 2015 is on revenue, case sales growth and driving to profitability. Over the past two and a half years, we
implemented substantial internal changes to our organization, and have achieved significant reductions in our operating
expenses and efficiencies in our operations.
The following are key components of this focus for 2015:
Utilize the strategic distribution improvements implemented across the United States and Canada to grow national
and independent account sales of our core Jones Soda lines;
Expand the distribution of Jones Stripped in the United States and Canada, which previously was launched in select
regions in the United States;
Increase the focus on international expansion;
Expand our newly launched fountain program of our core product lines in the United States and Canadian
marketplaces;
Build upon partnerships with major retail chains in innovative ways, while continuing to build our base of
independent accounts;
Results of Operations
Years Ended December 31, 2014 and 2013
Revenue
For the year ended December 31, 2014, revenue was approximately $13.6 million, a decrease of $141,000, or 1.0% from
$13.7 million in revenue for the year ended December 31, 2013. The decrease in revenue was primarily due to the decline in
case sales of 2.3%. Our 2014 revenues were also negatively impacted by the weakening Canadian dollar in the second half of
the year, which resulted in translation loss on our sales in Canada.
For the year ended December 31, 2014, promotion allowances and slotting fees, which offset revenue, totaled $1.6
million, a decrease of $514,000, or 24.1%, from $2.1 million, in 2013. This decrease was primarily due to tighter management
of promotional programming.
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Gross Profit
Gross Profit
% of Revenue
Year Ended December 31,
2014
2013
(Dollars In thousands)
% Change
$
3,012 $
22.2%
3,263
23.8%
-7.7%
For the year ended December 31, 2014, gross profit decreased by approximately $251,000 or 7.7%, to $3.0 million
compared to $3.3 million for the year ended December 31, 2013 due primarily to the case sales decrease combined with higher
costs of production, which was mostly impacted in the second quarter of 2014. For the year ended December 31, 2014, gross
margin decreased to 22.2% from 23.8% for the year ended December 31, 2013.
Selling and Marketing Expenses
Selling and marketing expenses for the year ended December 31, 2014 were approximately $2.2 million, a decrease of
$87,000, or 3.7%, from $2.3 million for the year ended December 31, 2013. Selling and marketing expenses as a percentage of
revenue decreased to 16.5% for the year ended December 31, 2014, from 17.0% in 2013 due primarily to a decrease in
compensation expense.We will continue to balance selling and marketing expenses with our working capital resources.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2014 were $2.5 million, a decrease of $244,000 or
8.8%, compared to $2.8 million for the year ended December 31, 2013. General and administrative expenses as a percentage of
revenue decreased to 18.7% for the year ended December 31, 2014 from 20.2% in 2013. The decrease in general and
administrative expenses was primarily due to decreases in compensation expense and professional fees. We will continue to
balance general and administrative expenses with our working capital resources.
Income Tax Expense
We had income tax expense of $61,000 in 2014, compared to $65,000 in 2013, primarily related to the tax provision on
income from our Canadian operations. We have not recorded any tax benefit for the loss in our U.S. operations as we have
recorded a full valuation allowance on our U.S. net deferred tax assets. We expect to continue to record a full valuation
allowance on our U.S. net deferred tax assets until we sustain an appropriate level of taxable income through improved
U.S. operations. Our effective tax rate is based on recurring factors, including the forecasted mix of income before taxes in
various jurisdictions, estimated permanent differences and the recording of a full valuation allowance on our U.S. net deferred
tax assets.
Net Loss
Net loss for the year ended December 31, 2014 improved by 18.6% to $1.5 million from a net loss of $1.9 million for the
year ended December 31, 2013. This improvement in net loss reflects a decrease in operating expenses due to the continued
effort to maintain a sustainable cost structure, offset by the decline in our gross profit for the reasons discussed above. In
addition, net loss for 2014 includes other income of $334,000 as a deferred rent adjustment, due to the termination of our prior
office sublease. See Note 7 in the Notes to Consolidated Financial Statements included in this Report.
Liquidity and Capital Resources
As of December 31, 2014 and 2013, we had cash and cash-equivalents of approximately $857,000 and $1.5 million,
respectively, and working capital of $2.6 million and $3.4 million, respectively. Cash used in operations during fiscal years
2014 and 2013 totaled $1.2 million and $317,000, respectively. Cash used in operations increased primarily due to the increase
in accounts receivable from higher sales in the latter half of the quarter, increase in inventory due to the timing of production
and the favorable write-off of long-term deferred rent discussed above. Also, our cash flows vary throughout the year based on
seasonality.
For the year ended December 31, 2014, net cash provided by financing activities totaled $656,000 primarily from stock
option exercises. This compares to net cash provided by financing activities for the year ended December 31, 2013, which
totaled approximately $61,000, primarily from warrant exercises, offset by our capital lease payments. We incurred a net loss
of $1.5 million for the year ended December 31, 2014. Our accumulated deficit increased to $59.6 million as of December 31,
2014 compared to the prior year’s deficit of $58.0 million.
As of the date of this Report, we believe that our current cash and cash equivalents will be sufficient to meet our
anticipated cash needs through December 31, 2015. Additionally, our Loan Facility (described below), is available for our
working capital needs. Beginning in 2012, we made significant reductions in operating expenses and personnel, primarily in the
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second half of 2012, to better align our operations with available capital and slow our cash used in operations. We have
continued at these reduced operating expense levels. We believe that these cost controls and realigned expenses are
strategically important to further the Company's long-term viability.
We have a revolving secured credit facility (the “Loan Facility”) with CapitalSource Business Finance Group (previously
known as BFI Business Finance) (“BFI”). The Loan Facility allows us to borrow a maximum aggregate amount of up to $2.0
million based on eligible accounts receivable and inventory. As of December 31, 2014, our eligible borrowing base was
approximately $1.0 million, for which we had no outstanding balance. (The Loan Facility is described in Note 5 to
Consolidated Financial Statements in this Report.) We may use the Loan Facility for our working capital needs.
During 2014, we received $669,000 from the cash exercise of stock options primarily by our CEO, but also by several of
our directors, officers and employees. See Note 1 in the Notes to Consolidated Financial Statements included in this Report.
From time to time, we may receive additional cash through the exercise of stock options or warrants in the future. However, we
cannot predict the timing or amount of cash proceeds we may receive from the exercise, if at all, of any of the outstanding stock
options or warrants.
We may require additional financing to support our working capital needs in the future. The amount of additional capital
we may require, the timing of our capital needs and the availability of financing to fund those needs will depend on a number
of factors, including our strategic initiatives and operating plans, the performance of our business and the market conditions for
debt or equity financing. Additionally, the amount of capital required will depend on our ability to meet our case sales goals
and otherwise successfully execute our operating plan. We believe it is imperative to meet these sales objectives in order to
lessen our reliance on external financing in the future. We intend to continually monitor and adjust our business plan as
necessary to respond to developments in our business, our markets and the broader economy. Although we believe various debt
and equity financing alternatives will be available to us to support our working capital needs, financing arrangements on
acceptable terms may not be available to us when needed. Additionally, these alternatives may require significant cash
payments for interest and other costs or could be highly dilutive to our existing shareholders. Any such financing alternatives
may not provide us with sufficient funds to meet our long-term capital requirements. If necessary, we may explore strategic
transactions that we consider to be in the best interest of the Company and our shareholders, which may include, without
limitation, public or private offerings of debt or equity securities, a rights offering, and other strategic alternatives; however,
these options may not ultimately be available or feasible.
The uncertainties relating to our ability to successfully execute on our business plan and finance our operations continue
to raise substantial doubt about our ability to continue as a going concern. Our financial statements for the periods presented
were prepared assuming we would continue as a going concern, which contemplates that we will continue in operation for the
foreseeable future and will be able to realize assets and settle liabilities and commitments in the normal course of business.
These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that could result should we be unable to continue as a
going concern.
Seasonality
Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. We historically have
generated a greater percentage of our revenues during the warm weather months of April through September. Timing of
customer purchases will vary each year and sales can be expected to shift from one quarter to another. As a result, management
believes that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon
as any indication of future performance or results expected for the fiscal year.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements.
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Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation
of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our
estimates based on historical experience and on various other assumptions that we believe to be reasonable under the
circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or
conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are
based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and
uncertainties, including those discussed below and elsewhere in this Report. We do not undertake any obligation to update or
revise this discussion to reflect any future events or circumstances.
There are certain critical accounting estimates that we believe require significant judgment in the preparation of our
consolidated financial statements. We have identified below our accounting policies that we use in arriving at key estimates
that we consider critical to our business operations and the understanding of our results of operations. This is not a complete list
of all of our accounting policies, and there may be other accounting policies that are significant to us. For a detailed discussion
on the application of these and our other accounting policies, see Note 1 to Consolidated Financial Statements of this Report.
Revenue Recognition
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed
or determinable and collectability is reasonably assured. Revenue is recorded net of provisions for discounts, slotting fees and
promotion allowances.
Our products are sold on various terms for cash or credit. Our credit terms, which are established in accordance with local
and industry practices, typically require payment within 30 days of delivery. We recognize revenue upon receipt of our
products by our distributors and national retail accounts in accordance with written sales terms, net of provisions for discounts
and promotion allowances. Estimates are made based on expected delivery dates based on average freight delivery times for the
zip code location. For our interactive channel, due to the customization of the labels, we recognize revenue upon shipment. All
sales are final sales; however, in limited instances, due to product quality issues or distributor terminations, we may accept
returned product. To date, such returns have not been material, nor do we anticipate them to be material in the future.
Inventory
We hold raw materials and finished goods inventories, which are manufactured and procured based on our sales
forecasts. We value inventory at the lower of cost or market, which is based on estimated net realizable value, and include
adjustments for estimated obsolete or excess inventory, on a first in-first out basis. These valuations are subject to customer
acceptance, planned and actual product changes, demand for the particular products, and our estimates of future realizable
values based on these forecasted demands. We regularly review inventory detail to determine whether a write-down is
necessary. We consider various factors in making this determination, including recent sales history and predicted trends,
industry market conditions and general economic conditions. The amount and timing of write-downs for any period could
change if we make different judgments or use different estimates. We also determine whether a provision for obsolete or excess
inventory is required on products that are over 12 months from production date or any changes related to market conditions,
slow-moving inventory or obsolete products.
Trade Spend and Promotion Expenses
Throughout the year, we run trade spend and promotional programs with distributors and retailers to help promote on-
shelf discounts to our consumers. Additionally, in more limited instances, we enter into customer marketing agreements or
various other slotting arrangements. The provisions for discounts, slotting fees and promotion allowances is recorded as an
offset to revenue and shown net on the consolidated statement of operations. Estimates are made to accrue for amounts that
have not yet been invoiced in the month that the program occurs, or in the case of slotting, when the commitment is made.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Item is inapplicable.
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ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Report of Peterson Sullivan LLP, Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated balance sheets as of December 31, 2014 and 2013
Consolidated statements of operations for the years ended December 31, 2014 and 2013
Consolidated statements of comprehensive loss for the years ended December 31, 2014 and 2013
Consolidated statements of shareholders’ equity for the years ended December 31, 2014 and 2013
Consolidated statements of cash flows for the years ended December 31, 2014 and 2013
Notes to consolidated financial statements
Page
24
25
26
27
28
29
30
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Jones Soda Co.
Seattle, Washington
We have audited the accompanying consolidated balance sheets of Jones Soda Co. and subsidiaries (“the Company”) as
of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss, shareholders’
equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company has determined that it is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Jones Soda Co. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their
cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going
concern. As discussed in Note 1 to the consolidated financial statements, the Company has experienced recurring losses from
operations and negative cash flows from operating activities. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The
consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ PETERSON SULLIVAN LLP
Seattle, Washington
March 25, 2015
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JONES SODA CO.
CONSOLIDATED BALANCE SHEETS
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net of allowance of $49 and $42
Inventory
Prepaid expenses and other current assets
Total current assets
Fixed assets, net of accumulated depreciation of $1,399 and $1,194
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued expenses
Taxes payable
Deferred rent, current portion
Capital lease obligations, current portion
Total current liabilities
Capital lease obligations
Long-term liabilities — other
Commitments and contingencies (Note 11)
Shareholders’ equity:
Common stock, no par value:
Authorized — 100,000,000; issued and outstanding shares — 40,972,394 and
38,710,416 shares, respectively
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
Total shareholders’ equity
Total liabilities and shareholders’ equity
December 31,
2014
2013
(In thousands, except share data)
857 $
1,237
2,603
121
4,818
25
31
4,874 $
1,375 $
814
23
24
14
2,250
2
—
1,464
1,034
2,315
410
5,223
232
59
5,514
871
892
37
35
13
1,848
16
390
53,650
8,234
295
(59,557)
2,622
4,874 $
52,981
7,941
355
(58,017)
3,260
5,514
$
$
$
$
See accompanying notes to consolidated financial statements.
25
JONES SODA CO.
CONSOLIDATED STATEMENTS OF OPERATIONS
Table of Contents
Revenue
Cost of goods sold
Gross profit
Operating expenses:
Selling and marketing
General and administrative
Loss from operations
Other income, net
Loss before income taxes
Income tax expense, net
Net loss
Net loss per share - basic and diluted
Weighted average basic and diluted common shares outstanding
Year Ended December 31,
2014
2013
(In thousands, except share data)
$
$
13,555
10,543
3,012
2,235
2,535
4,770
(1,758)
279
(1,479)
(61)
(1,540)
(0.04)
39,659,392
$
$
$
$
13,696
10,433
3,263
2,322
2,779
5,101
(1,838)
10
(1,828)
(65)
(1,893)
(0.05)
38,593,465
See accompanying notes to consolidated financial statements.
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JONES SODA CO.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss
Other comprehensive loss:
Foreign currency translation adjustment loss
Total comprehensive loss
Year Ended December 31,
2014
2013
(In thousands)
(1,540) $
(60)
(1,600) $
(1,893)
(96)
(1,989)
$
$
See accompanying notes to consolidated financial statements.
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JONES SODA CO.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Years Ended December 31, 2014 and 2013
Common Stock
Number
Amount
Additional Paid-in
Capital
Accumulated Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Shareholders’
Equity
(In thousands, except share amounts)
Balance, December 31, 2012
Exercise of stock options
Stock-based compensation
Common stock issued from exercise of warrants
Net loss
Other comprehensive loss
Balance, December 31, 2013
Exercise of stock options
Stock-based compensation
Net loss
Other comprehensive loss
Balance, December 31, 2014
38,530,416 $ 52,867 $
9
30,000
—
—
105
150,000
—
—
—
—
38,710,416 52,981
669
2,261,978
—
—
—
—
—
—
40,972,394 $ 53,650 $
7,590 $
—
351
—
—
—
7,941
—
293
—
—
8,234 $
451 $
—
—
—
—
(96)
355
—
—
—
(60)
295 $
(56,124) $
—
—
—
(1,893)
—
(58,017)
—
—
(1,540)
—
(59,557) $
4,784
9
351
105
(1,893)
(96)
3,260
669
293
(1,540)
(60)
2,622
See accompanying notes to consolidated financial statements.
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JONES SODA CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS
OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Twelve months ended December 31,
2014
2013
(In thousands)
$
(1,540)
$
(1,893)
Depreciation and amortization
Stock-based compensation
Change in allowance for doubtful accounts
Gain on sale of fixed asset
Deferred income taxes
Changes in operating assets and liabilities:
Accounts receivable
Inventory
Prepaid expenses and other current assets
Other assets
Accounts payable
Accrued expenses
Taxes payable
Deferred rent
Other liabilities
Net cash used in operating activities
INVESTING ACTIVITIES:
Sale of fixed assets
Net cash provided by investing activities
FINANCING ACTIVITIES:
Proceeds from exercise of stock options
Proceeds from exercise of warrants
Payment of capital lease obligations
Proceeds from line of credit
Repayment of line of credit
Net cash provided by financing activities
Net decrease in cash and cash equivalents
Effect of exchange rate changes on cash
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosure:
Cash paid during period for:
Interest
Income taxes
206
293
7
—
—
(256)
(324)
289
27
507
(56)
3
(11)
(390)
(1,245)
1
1
669
—
(13)
2,329
(2,329)
656
(588)
(19)
1,464
857
11
32
$
$
227
351
(51)
(2)
(2)
645
(115)
(145)
580
(11)
135
(6)
5
(35)
(317)
40
40
9
105
(53)
—
—
61
(216)
26
1,654
1,464
9
31
$
$
See accompanying notes to consolidated financial statements
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JONES SODA CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014 and 2013
1.
Nature of Operations and Summary of Significant Accounting Policies
Jones Soda Co. develops, produces, markets and distributes premium beverages which it sells and distributes primarily in
the United States and Canada through its network of independent distributors and directly to its national and regional retail
accounts.
We are a Washington corporation and have two operating subsidiaries, Jones Soda Co. (USA) Inc. and Jones Soda
(Canada) Inc. (Subsidiaries).
Basis of presentation and consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP) and the Securities and Exchange Commission (SEC) rules and
regulations applicable to financial reporting. The consolidated financial statements include our accounts and accounts of our
wholly owned subsidiaries. All intercompany transactions between us and our subsidiaries have been eliminated in
consolidation.
Liquidity
As of December 31, 2014 and 2013, we had cash and cash-equivalents of approximately $857,000 and $1.5 million,
respectively, and working capital of $2.6 million and $3.4 million, respectively. Cash used in operations during fiscal years
2014 and 2013 totaled $1.2 million and $317,000, respectively. Our cash flows vary throughout the year based on seasonality.
For the year ended December 31, 2014, net cash provided by financing activities totaled $656,000 primarily from stock
option exercises. This compares to net cash provided by financing activities for the year ended December 31, 2013, which
totaled approximately $61,000, primarily from warrant exercises, offset by our capital lease payments. We incurred a net loss
of $1.5 million for the year ended December 31, 2014. Our accumulated deficit increased to $59.6 million as of December 31,
2014 compared to the prior year’s deficit of $58.0 million.
As of the date of this Report, we believe that our current cash and cash equivalents will be sufficient to meet our
anticipated cash needs through December 31, 2015. Additionally, our Loan Facility (described below), is available for our
working capital needs. Beginning in 2012, we made significant reductions in operating expenses and personnel, primarily in the
second half of 2012, to better align our operations with available capital and slow our cash used in operations. We have
continued at these reduced operating expense levels. We believe that these cost controls and realigned expenses are
strategically important to further the Company's long-term viability.
We have a revolving secured credit facility (the “Loan Facility”) with CapitalSource Business Finance Group (previously
known as BFI Business Finance) (“BFI”). The Loan Facility allows us to borrow a maximum aggregate amount of up to $2.0
million based on eligible accounts receivable and inventory. As of December 31, 2014, our eligible borrowing base was
approximately $1.0 million, for which we had no outstanding balance. (The Loan Facility is described in Note 5 to
Consolidated Financial Statements in this Report.) We may use the Loan Facility for our working capital needs.
During 2014, we received $669,000 from the cash exercise of stock options primarily by our CEO, but also including
several of our directors, officers and employees. From time to time, we may receive additional cash through the exercise of
stock options or warrants in the future. However, we cannot predict the timing or amount of cash proceeds we may receive
from the exercise, if at all, of any of the outstanding stock options or warrants.
We may require additional financing to support our working capital needs in the future. The amount of additional capital
we may require, the timing of our capital needs and the availability of financing to fund those needs will depend on a number
of factors, including our strategic initiatives and operating plans, the performance of our business and the market conditions for
debt or equity financing. Additionally, the amount of capital required will depend on our ability to meet our case sales goals
and otherwise successfully execute our operating plan. We believe it is imperative to meet these sales objectives in order to
lessen our reliance on external financing in the future. We intend to continually monitor and adjust our business plan as
necessary to respond to developments in our business, our markets and the broader economy. Although we believe various debt
and equity financing alternatives will be available to us to support our working capital needs, financing arrangements on
acceptable terms may not be available to us when needed. Additionally, these alternatives may require significant cash
payments for interest and other costs or could be highly dilutive to our existing shareholders. Any such financing alternatives
may not provide us with sufficient funds to meet our long-term capital requirements. If necessary, we may explore strategic
transactions that we consider to be in the best interest of the Company and our shareholders, which may include, without
30
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limitation, public or private offerings of debt or equity securities, a rights offering, and other strategic alternatives; however,
these options may not ultimately be available or feasible.
The uncertainties relating to our ability to successfully execute on our business plan and finance our operations continue
to raise substantial doubt about our ability to continue as a going concern. Our financial statements for the periods presented
were prepared assuming we would continue as a going concern, which contemplates that we will continue in operation for the
foreseeable future and will be able to realize assets and settle liabilities and commitments in the normal course of business.
These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that could result should we be unable to continue as a
going concern.
Use of estimates
The preparation of the consolidated financial statements requires management to make a number of estimates and
assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
Significant items subject to such estimates and assumptions include, but are not limited to, inventory valuation, depreciable
lives and valuation of capital assets, valuation allowances for receivables, trade promotion liabilities, stock-based compensation
expense, valuation allowance for deferred income tax assets, contingencies, and forecasts supporting the going concern
assumption and related disclosures. Actual results could differ from those estimates.
Cash and cash equivalents
We consider all highly liquid short-term investments with an original or remaining maturity of three months or less at the
date of purchase to be cash equivalents.
Fair value of financial instruments
The carrying amounts for cash and cash equivalents, receivables and payables approximate fair value due to the short-
term maturity of these instruments. The carrying value of other long-term liabilities approximated fair values because the
underlying interest rates approximate market rates at the balance sheet dates.
Accounts receivable
Our accounts receivable balance includes balances from trade sales to distributors and retail customers. The allowance for
doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine
the allowance for doubtful accounts based primarily on historical write-off experience. Account balances that are deemed
uncollectible, are charged off against the allowance after all means of collection have been exhausted and the potential for
recovery is considered remote. Allowances for doubtful accounts of $49,000 and $42,000 as of December 31, 2014 and 2013,
respectively, are netted against accounts receivable. Activity in the allowance for doubtful accounts consists of the following
for the years ended December 31 (in thousands):
Balance, beginning of year
Net charges to bad debt expense
Write-offs
Balance, end of year
Inventories
2014
2013
$
$
42
36
(29)
49
$
$
93
(19)
(32)
42
Inventories consist of raw materials and finished goods and are stated at the lower of cost or market and include
adjustments for estimated obsolete or excess inventory. Cost is based on actual cost on a first-in first-out basis. Raw materials
that will be used in production in the next twelve months are recorded in inventory. The provisions for obsolete or excess
inventory are based on estimated forecasted usage of inventories. A significant change in demand for certain products as
compared to forecasted amounts may result in recording additional provisions for obsolete inventory. Provisions for obsolete or
excess inventory are recorded as cost of goods sold.
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Fixed assets
Fixed assets are recorded at cost less accumulated depreciation and depreciated on the declining balance basis over the
estimated useful lives of the assets as follows:
Asset
Equipment
Vehicles and office and computer equipment
Leasehold improvements
Equipment under capital lease
Impairment of long-lived assets
Rate
20% to 30%
30
Shorter of useful life or lease term
Lease term which approximates its useful life
Long-lived assets, which include capital and intangible assets, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and
used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be
generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the assets. The fair value of the assets is estimated
using the higher of discounted future cash flows of the assets or estimated net realizable value. Long-lived assets are grouped at
the lowest level for which there are identifiable cash flows when evaluating for impairment. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs to sell. There are no unamortized intangible assets as of
December 31, 2014 and 2013.
Foreign currency translation
The functional currency of our Canadian subsidiary is the Canadian dollar. We translate assets and liabilities related to
these operations to U.S. dollars at the exchange rate in effect at the date of the consolidated balance sheet; we convert revenues
and expenses into U.S. dollars using the average monthly exchange rates. Translation gains and losses are reported as a
separate component of accumulated other comprehensive income.
Revenue recognition
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed
or determinable and collectability is reasonably assured. Revenue is recorded net of provisions for discounts, slotting fees and
promotion allowances. For the years ended December 31, 2014 and 2013, our revenue was reduced by $1.6 million and $2.1
million, respectively, for slotting fees and promotion allowances. All sales to distributors and customers are final; however, in
limited instances, due to product quality issues or distributor terminations, we may accept returned product. To date, such
returns have not been material.
Shipping and handling costs
Shipping and handling amounts paid to us by customers are primarily for online orders, included in revenue and total
$33,000 and $305,000 for the years ended December 31, 2014 and 2013. During 2014, we incorporated shipping and handling
fees into the product price, which caused the decrease in shipping and handling revenue from prior year. The actual costs of
shipping and handling paid by us are included in cost of sales.
Advertising costs
Advertising costs, which also include promotions and sponsorships, are expensed as incurred. During the years ended
December 31, 2014 and 2013, we incurred advertising costs of $566,000 and $415,000, respectively.
Income taxes
We account for income taxes by recognizing the amount of taxes payable for the current year and deferred tax assets and
liabilities for future tax consequences of events at enacted tax rates that have been recognized in our financial statements or tax
returns. We perform periodic evaluations of recorded tax assets and liabilities and maintain a valuation allowance, if considered
necessary. The determination of taxes payable for the current year includes estimates. We believe that we have appropriate
support for the income tax positions taken, and to be taken, on our tax returns and that our accruals for tax liabilities are
adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law
applied to the facts of each matter. No reserves for an uncertain income tax position have been recorded for the years ended
December 31, 2014 or 2013.
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Net loss per share
Basic net loss per share is computed using the weighted average number of common shares outstanding during the
periods. Diluted earnings per share is computed by adjusting the weighted average number of common shares by the effective
net exercise or conversion of all dilutive securities. In 2014 and 2013, due to the net loss, all outstanding stock options and
warrants are anti-dilutive.
Comprehensive loss
Comprehensive loss is comprised of net loss and other adjustments, including items such as non-U.S. currency translation
adjustments. We do not provide income taxes on currency translation adjustments, as the historical earnings from our Canadian
subsidiary is considered to be indefinitely reinvested.
Seasonality
Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. We historically have
generated a greater percentage of our revenues during the warm weather months of April through September. Timing of
customer purchases will vary each year and sales can be expected to shift from one quarter to another. As a result, management
believes that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon
as any indication of future performance or results expected for the fiscal year.
Recent accounting guidance
In May 2014, the Financial Accounting Standard Board, or FASB, issued Accounting Standards Update No. 2014-09,
Revenue from Contracts with Customers: Topic 606 (ASU 2014-09). To supersede nearly all existing revenue recognition
guidance under generally accepted accounting principles in the United States, or GAAP. The core principle of ASU 2014-09 is
to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the
consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five steps process to achieve
this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition
process than required under existing GAAP including identifying performance obligations in the contract, estimating the
amount of variable consideration to include in the transaction price and allocating the transaction price to each separate
performance obligation. ASU 2014-09 is effective for the fiscal and interim reporting periods beginning after December 15,
2016 using either of two methods: (i) retrospective to each prior reporting period presented within the option to elect certain
practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU
2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09.
We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements.
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements –
Going Concern: Topic 915 (ASU 2014-15) Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going
Concern, which states that in connection with preparing financial statements for each annual and interim reporting period, an
entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial
doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are
issued (or within one year after the date that the financial statements are available to be issued when applicable). The adoption
of this update did not have a material effect on the Company’s financial statements.
2.
Inventory
Inventory consisted of the following as of December 31 (in thousands):
Finished goods
Raw materials
2014
2013
$
$
2,096
507
2,603
$
$
1,455
860
2,315
Finished goods primarily include product ready for shipment, as well as promotional merchandise held for sale. Raw
materials primarily include ingredients, concentrate and packaging.
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3.
Fixed Assets
Fixed assets consisted of the following as of December 31 (in thousands):
Vehicles
Leasehold improvements and equipment
Office and computer equipment
Accumulated depreciation
4.
Accrued Expenses
Accrued expenses consisted of the following as of December 31 (in thousands):
Employee benefits
Selling and marketing
Other accruals
5.
Line of Credit
$
$
$
$
2014
2013
378
698
348
1,424
(1,399)
25
$
$
378
699
349
1,426
(1,194)
232
2014
2013
60
394
360
814
$
$
74
605
213
892
We have a revolving secured Loan Facility with CapitalSource Business Finance Group (previously known as BFI
Business Finance), pursuant to which we, through our Subsidiaries, may borrow a maximum aggregate amount of up to $2.0
million, subject to satisfaction of certain conditions. We originally entered into this Loan Facility on December 27, 2013, and
amended and renewed it for an additional year as of December 27, 2014.
Under this Loan Facility, we may periodically request advances equal to the lesser of: (a) $2.0 million, or (b) the
Borrowing Base which is, in the following priority, the sum of: (i) 85% of eligible U.S. accounts receivable, plus (ii) 35% of
finished goods inventory not to exceed $300,000, plus (iii) 50% of eligible Canadian accounts receivable not to exceed
$300,000, subject to any reserve amount established by BFI. As of December 31, 2014, our eligible borrowing base was
approximately $1.0 million. Advances under the Loan Facility bear interest at the prime rate plus 2%, where prime may not be
less than 4%, and a loan fee of 0.15% on the daily loan balance is payable to BFI on a monthly basis. The Loan Facility, as
amended in December 2014, provides for a minimum cumulative amount of interest of $30,000 per year to be paid to BFI,
regardless of whether or not we draw on the Loan Facility. The Loan Facility has a term of one year, which automatically
extends for successive one year terms unless either party gives at least 30 days' prior written notice of its intent to terminate the
Loan Facility at the end of the then current term, with an annual fee of $15,000. BFI has the right to terminate the Loan Facility
at any time upon 120 days’ prior written notice. All present and future obligations of the Subsidiaries arising under the Loan
Facility are guaranteed by us and are secured by a first priority security interest in all of our assets. The Loan Facility contains
customary representations and warranties as well as affirmative and negative covenants. As of December 31, 2014, we were in
compliance with all covenants under the Loan Facility.
Starting on July 1, 2014 and through the fourth quarter of 2014, we drew on our Loan Facility, which we fully paid down
as of December 31, 2014. The draws on the Loan Facility were used to fulfill short-term working capital needs due to increased
demand for production. We will continue to utilize the Loan Facility, as needed, for working capital needs in the future.
6.
Capital Lease
In January 2011, we entered into capital lease agreements totaling $122,000 for the lease of two branded vehicles used for
marketing. The leases are payable over a period of 60 months at 6.99% interest. One vehicle was sold in May 2013 Our
remaining scheduled lease payments, which include $700 in interest, are $14,600 for 2015, and $2,500 for 2016.
7.
Lease Obligations
In June 2011, we entered into an office building sublease for use as our principal headquarters. The sublease provided for
a five-year term, with an option to extend for up to three additional five-year terms. Under the terms of the sublease, we
received a rent abatement period and a build out allowance, amortized over 10 years, the initial 5-year term plus one additional
5-year renewal period, as the reasonably assured rental period given the economic consequences of an earlier move.
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In December 2014, we entered into an agreement for the early termination of the office building sublease without any
penalties, and we entered into a new lease agreement. The effective date for termination of the sublease and the start of the new
lease were conterminous, effective March 1, 2015. The term of the new lease is five years with an option to extend for
additional one year terms. As a result of the terminated lease, we recorded a favorable deferred rent adjustment of $334,000 to
other income as of December 31, 2014. After the adjustment, the remaining deferred rent balance as of December 31, 2014,
was $24,000 in current liabilities with no long-term portion, reflecting the two remaining months of the sublease through
February 2015.
As of December 31, 2014, our scheduled payments for the remaining two months of the sublease through February 2015
and for the new lease beginning March 1, 2015, were as follows (in thousands):
2015
2016
2017
2018
2019
2020
$
$
Operating Lease
138
137
140
144
149
25
733
During the years ended December 31, 2014 and 2013, we incurred rental expenses of $178,000 and $213,000
respectively.
8.
Warrants
In February 2012 as part of our registered offering, we sold and issued warrants for the purchase of up to 3,207,500
shares of common stock. Each warrant has an exercise price of $0.70 per share, for total potential proceeds to us of up to
$2,245,250 if all of the warrants are exercised in full for cash. The warrants are exercisable for cash or, solely in the absence of
an effective registration statement, by cashless exercise. The exercise price of the warrants is subject to adjustment in the case
of stock splits, stock dividends, combinations of shares and similar recapitalization transactions, and also upon any distributions
to Company shareholders, business combinations, sale of substantially all assets and other fundamental transactions. The
exercise of the warrants is subject to certain beneficial ownership limitations and other restrictions set forth in the warrant
documents. The term of the warrants expires on August 6, 2017. Any remaining Warrants that are outstanding on August 6,
2017, the expiration date, will automatically be exercised at that time by cashless exercise.
As of December 31, 2014, 3,057,500 of the warrants remain outstanding and warrants for 150,000 shares were previously
exercised for cash in the quarter ended September 2013. No warrants were exercised during the year ended December 31, 2014.
9.
Shareholders’ Equity
Under the terms of our 2011 Incentive Plan (Plan), the number of shares authorized under the Plan may be increased each
January 1st by an amount equal to the least of (a) 1,300,000 shares, (b) 4.0% of our outstanding common stock as of the end of
our immediately preceding fiscal year, and (c) a lesser amount determined by the Board of Directors (the Board), provided that
the number of shares that may be granted pursuant to awards in a single year may not exceed 10% of our outstanding shares of
common stock on a fully diluted basis as of the end of the immediately preceding fiscal year. Effective January 1, 2014, the
total number of shares of common stock authorized under the Plan increased to 6,884,032 shares.
Under the terms of the Plan, the Board may grant awards to employees, officers, directors, consultants, agents, advisors
and independent contractors. Awards may consist of stock options, stock appreciation rights, stock awards, restricted stock,
stock units, performance awards or other stock or cash-based awards. Stock options are granted at the closing price of our stock
on the date of grant, and generally have a ten-year term and vest over a period of 48 months with the first 25.0% cliff vesting
one year from the grant date and monthly thereafter. As of December 31, 2014, there were 2,461,871 shares of unissued
common stock authorized and available for future awards under the Plan.
(a) Stock options:
A summary of our stock option activity is as follows:
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Balance at January 1, 2013
Options granted
Options exercised
Options cancelled/expired
Balance at January 1, 2014
Options granted
Options exercised
Options cancelled/expired
Balance at December 31, 2014
Exercisable, December 31, 2014
Vested and expected to vest
Outstanding Options
Number of Shares
Weighted Average Exercise
Price
3,627,467
1,145,000
(30,000)
(514,647)
4,227,820
775,000
(2,261,978)
(163,855)
2,576,987
1,613,422
2,362,503
$
$
$
$
$
0.48
0.43
0.31
0.68
0.44
0.44
0.30
0.34
0.58
0.67
0.59
The following table summarizes information about stock options outstanding and exercisable under our stock incentive
plans at December 31, 2014:
$0.25 to $0.50
$0.51 to $1.09
$1.10 to $2.99
$3.00 to $3.29
Weighted
Average
Remaining
Contractual Life
(Years)
Weighted
Average Exercise
Price
$
7.81
6.69
6.37
3.35
7.37
0.37
0.81
1.20
3.28
0.58
Number
Exercisable
852,465
602,207
95,000
63,750
1,613,422
Weighted
Average
Remaining
Contractual
Life (Years)
6.50
6.57
6.37
3.35
6.40
Weighted
Average
Exercise Price
0.32
$
0.82
1.20
3.28
0.67
Number
Outstanding
1,787,237
631,000
95,000
63,750
2,576,987
(b) Stock-based compensation expense:
Stock-based compensation expense is recognized using the straight-line attribution method over the employees’ requisite
service period. We recognize compensation expense for only the portion of stock options or restricted stock expected to vest.
Therefore, we apply estimated forfeiture rates that are derived from historical employee termination behavior. If the actual
number of forfeitures differs from those estimated by management, additional adjustments to stock-based compensation
expense may be required in future periods.
At December 31, 2014, we had unrecognized compensation expense related to stock options of $183,000 to be recognized
over a weighted-average period of 2.8 years. At December 31, 2014, all prior awards of restricted stock had vested, and we had
no unrecognized compensation expense related to non-vested restricted stock.
The following table summarizes the stock-based compensation expense (in thousands):
Type of awards:
Stock options
Restricted stock
Income statement account:
Selling and marketing
General and administrative
2014
2013
$
$
$
$
293
—
293
45
248
293
$
$
$
$
348
3
351
71
280
351
We employ the following key weighted-average assumptions in determining the fair value of stock options, using the
Black-Scholes option pricing model and the simplified method to estimate the expected term of “plain vanilla” options:
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Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected term (in years)
Weighted-average grant date fair-value
Twelve months ended December 31,
2014
2013
—
101.0 %
1.8 %
5.6 years
—
107.7 %
1.2 %
5.8 years
$
0.34
$
0.35
During the year ended December 31, 2014, no material modifications were made to outstanding stock options.
The aggregate intrinsic value of stock options outstanding at December 31, 2014 and 2013 was $48,000 and $226,000
and for options exercisable was $38,000 and $387,000, respectively. The intrinsic value of outstanding and exercisable stock
options is calculated as the quoted market price of the stock at the balance sheet date less the exercise price of the option. The
total intrinsic value of options exercised during the year ended December 31, 2014 and 2013 was $107,000 and $7,000. There
was no intrinsic value of restricted stock vested during the year ended December 31, 2014 and 2013.
(c) Employee Stock Purchase Plan:
In May 2007, our shareholders approved our 2007 Employee Stock Purchase Plan (ESPP) which allows eligible
employees to acquire shares of our common stock at a discount. The ESPP includes 300,000 shares available for issuance, and
no amounts have been issued under the ESPP through December 31, 2014.
10.
Employee 401(k) Plan
We have a 401(k) plan whereby eligible employees who have completed one hour of service per month in three
consecutive months of employment may enroll. Employees can elect to contribute up to 100% of their eligible compensation to
the 401(k) plan subject to Internal Revenue Service’s limitations. Beginning January 1, 2009, we instituted an employee match
under our safe harbor 401(k) plan and match employee contributions up to 4% of the employee’s compensation at the rate of
100% for the first 3% contributed and at the rate of 50% for the next 2%. Effective January 1, 2014, we modified the 401(k)
plan to eliminate the safe harbor matching contribution, to move to a discretionary contribution. During the years ended
December 31, 2014 and 2013, the total matching contributions were $0 and $44,000, respectively.
11.
Commitments and Contingencies
Commitments
As of December 31, 2014, we continue to have commitments to various suppliers of raw materials (primarily sugar and
glass). Purchase obligations under these commitments are expected to total $812,000 in 2015, with no current commitments
thereafter.
Legal proceedings
We are or may be involved from time to time in various claims and legal actions arising in the ordinary course of
business, including proceedings involving employee claims, contract disputes, product liability and other general liability
claims, as well as trademark, copyright, and related claims and legal actions. In the opinion of our management, the ultimate
disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations
or liquidity.
12.
Income Taxes
The provision for income taxes consisted of the following for the years ended December 31 (in thousands):
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Current
Federal
State
Foreign
Total
Deferred
Federal
State
Foreign
Total
Provision for income taxes
2014
2013
$
$
—
1
33
34
—
—
27
27
61
$
$
—
5
17
22
—
—
43
43
65
Loss before provision for income taxes was as follows for the years ended December 31 (in thousands):
United States
Foreign
Total
2014
2013
$
$
(1,629)
150
(1,479)
$
$
(1,991)
163
(1,828)
The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for
income taxes are as follows:
Federal statutory rate
Effect of:
Permanent differences
State income taxes, net of federal benefit
Change in valuation allowance
Non-recurring credit
Other, net
Provision for income taxes
2014
34.00 %
(7.68)
1.63
(29.40)
—
(0.84)
(2.29) %
2013
34.00 %
(0.62)
(3.85)
(30.22)
(1.84)
0.73
(1.80) %
Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our
deferred income taxes were as follows (in thousands):
Deferred tax assets
Net operating loss carry forwards
Capital assets
Intangible assets
Inventory adjustment and reserve
Tenant improvement allowance
Stock-based compensation
Other
Total deferred tax asset
Valuation allowance
Net deferred tax asset
2014
2013
18,910
146
6
57
99
1,613
(35)
20,796
(20,796)
—
$
$
18,379
97
49
73
113
1,547
96
20,354
(20,354)
—
$
$
We continue to experience significant losses in our U.S. operations that are material to our decision to maintain a full
valuation allowance against our net U.S. deferred tax assets. This is due to the fact that the relevant accounting guidance puts
more weight on the negative objective evidence of cumulative losses in recent years than the positive subjective evidence of
future projections of pretax income. For the year ended December 31, 2013, the valuation allowance increased by $566,000.
The amount of the excess tax deductions from stock based compensation arrangements that is allocated to contributed capital if
the future tax benefits are subsequently recognized is $4.5 million. For the year ended December 31, 2014, the valuation
allowance increased by $442,000.
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We continually analyze the realizability of our deferred tax assets, but we reasonably expect to continue to record a full
valuation allowance on future U.S. tax benefits until we sustain an appropriate level of taxable income through improved
U.S. operations and tax planning strategies.
No valuation allowance was recorded for deferred tax assets recorded in the Canadian subsidiary, as this subsidiary
remains profitable.
At December 31, 2014, we had net operating loss carry-forwards for income tax purposes in the United States of $55.8
million which expire at various times commencing in 2019. Net operating loss carry-forwards may be subject to certain
limitations under Section 382 of the Internal Revenue Code.
There are no uncertain tax positions to recognize as of December 31, 2014 and 2013.
The tax years that remain open to examination by the taxing authorities are 2010 – 2014, generally. The net operating
losses from prior years are subject to adjustment under examination to the extent they remain unutilized in an open year.
A provision had not been made at December 31, 2014 and 2013, for the U.S. or additional foreign withholding taxes on
undistributed earnings from the Canadian subsidiary. It is the present intention of management to reinvest the undistributed
earnings indefinitely in foreign operations. Generally, such earnings become subject to U.S. tax upon the remittance of
dividends and under certain other circumstances. If we were to declare a dividend for the cumulative earnings of the Canadian
subsidiary as of December 31, 2014, the resulting withholding tax provision would not be material to our financial condition or
results of operations.
13.
Segment Information
We have one operating segment with operations primarily in the United States and Canada. Sales are assigned to
geographic locations based on the location of customers. Geographic information for the years ended December 31 is as
follows (in thousands):
Revenue:
United States
Canada
Other countries
Total revenue
Fixed assets:
United States
Canada
Total fixed assets
2014
2013
$
$
$
$
8,961
4,235
359
13,555
25
—
25
$
$
$
$
9,374
4,060
262
13,696
232
—
232
During the years ended December 31, 2014 and 2013, three of our customers represented approximately 37% and 36%,
respectively of revenues.
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14.
Selected Quarterly Financial Information (unaudited)
Summarized quarterly financial information for fiscal years 2014 and 2013 is as follows (dollars in thousands, except per
share data):
2014 quarter:
Revenue
Gross profit
Loss from operations
Net loss
Basic and diluted loss per share
2013 quarter:
Revenue
Gross profit
Loss from operations
Net loss
Basic and diluted loss per share
$
$
Q1
Q2
Q3
Q4
$
2,890
693
(510)
(539)
(0.01)
$
3,879
872
(402)
(429)
(0.01)
$
4,375
1,050
(177)
(233)
(0.01)
2,411
397
(669)
(339)
(0.01)
Q1
Q2
Q3
Q4
$
3,096
760
(388)
(399)
(0.01)
$
4,287
1,234
(81)
(95)
(0.00)
$
4,217
1,014
(324)
(330)
(0.01)
2,096
255
(1,045)
(1,069)
(0.03)
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ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A.
CONTROLS AND PROCEDURES.
Disclosure Control and Procedures
We maintain disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended).
Management, under the supervision and with the participation of our Chief Executive Officer and our Principal Financial
Officer evaluated the effectiveness and design of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-
15(b) as of December 31, 2014. Based on that evaluation, the Chief Executive Officer and the Principal Financial Officer
concluded that these disclosure controls and procedures were effective as of December 31, 2014.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Exchange Act Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process to
provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control
over financial reporting includes those policies and procedures that: (i) in reasonable detail accurately and fairly reflect our
transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial
statements; (iii) provide reasonable assurance that our receipts and expenditures are made in accordance with management
authorization; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting, however well designed and operated can
provide only reasonable, and not absolute, assurance that the controls will prevent or detect misstatements. In addition, the
design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in
achieving their goals under all potential future conditions.
Management, under the supervision and with the participation of our Chief Executive Officer and our Principal Financial
Officer conducted an evaluation of our internal control over financial reporting as of December 31, 2014, based on the
framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on our evaluation under the COSO framework, management concluded that our
internal control over financial reporting was effective as of December 31, 2014.
There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2014
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This Report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Additionally management’s report was not subject to attestation by our registered public accounting firm
pursuant to the permanent exemption from Section 404(b) of the Sarbanes-Oxley Act of 2002 for non-accelerated filers.
ITEM 9B.
OTHER INFORMATION.
None.
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PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information regarding our Code of Ethics is included in Item 1 of Part I, and that information is incorporated by reference
herein.
The other information called for by Part III, Item 10, will be included in our proxy statement relating to our 2015 Annual
Meeting of Shareholders, and is incorporated herein by reference to the sections captioned “Nominees,” “Section 16(a)
Beneficial Ownership Reporting Compliance,” “Board Meetings and Committees,” and “Audit Committee.” The proxy
statement will be filed within 120 days of December 31, 2014, our fiscal year end.
ITEM 11.
EXECUTIVE COMPENSATION.
Information called for by Part III, Item 11, will be included in our proxy statement relating to our 2015 Annual Meeting
of Shareholders, and is incorporated herein by reference to the sections captioned “Executive Compensation,” “Compensation
Committee Report,” and “Compensation of Directors.” The proxy statement will be filed within 120 days of December 31,
2014, our fiscal year end.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS.
Certain information called for by Part III, Item 12, will be included in our proxy statement relating to our 2015 Annual
Meeting of Shareholders, and is incorporated herein by reference to the section captioned “Security Ownership Of Certain
Beneficial Owners And Management.” The proxy statement will be filed within 120 days of December 31, 2014, our fiscal
year end.
Equity Compensation Plan Information
The following table gives information as of December 31, 2014, the end of the most recently completed fiscal year, about
shares of common stock that may be issued under our Jones Soda Co. 2011 Incentive Plan, our 2002 Equity Plan (which was
terminated but has awards which remain outstanding in accordance with their existing terms), and 2007 Employee Stock
Purchase Plan, all of which have been approved by shareholders. To date, no amounts have been issued under the 2007
Employee Stock Purchase Plan.
(a) No. of Shares to
be Issued Upon
Exercise of
Outstanding Stock
Options, Warrants
and Rights
(b) Weighted
Average Exercise
Price of
Outstanding Stock
Options, Warrants
and Rights
2,576,987
$
0.58
N/A
N/A
(c) Number of
Securities Remaining
Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
(a))
2,761,871 (1)(2)
N/A
2,761,871 (1)(2)
Plan Category
Equity Compensation Plans Approved by Shareholders
Equity Compensation Plans Not Approved by Shareholders
TOTAL
2,576,987
$
0.58
_______________________________________
(1) Consisted of (a) 2,461,871 shares available for future awards under the Jones Soda Co. 2011 Incentive Plan, under which
we may grant restricted stock awards in addition to stock options, and (b) 300,000 shares available for issuance under the
2007 Employee Stock Purchase Plan. Each non-employee director receives an annual stock option grant of up to
50,000 shares of common stock, or an equivalent grant of shares of restricted stock, pursuant to a program administered
under our Jones Soda Co. 2011 Incentive Plan.
(2) The Jones Soda Co. 2011 Incentive Plan includes a formula for an annual increase in the number of shares authorized
under the Plan, as of January 1 of each year, by an amount equal to the least of (a) 1,300,000 shares, (b) 4.0% of our
outstanding common stock as of the end of our immediately preceding fiscal year, and (c) a lesser amount determined by
the Board of Directors, provided that the number of shares that may be granted pursuant to awards in a single year may not
exceed 10% of our outstanding shares of common stock on a fully diluted basis as of the end of the immediately preceding
fiscal year. As of January 1, 2014, the total number of shares of common stock authorized for issuance under the Plan
increased by 1,300,000 shares to an aggregate of 6,884,032. As of January 1, 2015, the total number of shares of common
stock authorized for issuance under the Plan was further increased by 1,300,000 shares to an aggregate of 8,184,032
shares.
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ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Information called for by Part III, Item 13, will be included in our proxy statement relating to our 2015 Annual Meeting
of Shareholders, and is incorporated herein by reference to the sections captioned “Transactions With Related Persons,” “Board
Meetings and Committees” and “Independence of the Board of Directors.” The proxy statement will be filed within 120 days of
December 31, 2014, our fiscal year end.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information called for by Part III, Item 14, will be included in our proxy statement relating to our 2015 Annual Meeting
of Shareholders and is incorporated herein by reference to the sections captioned “Policy for Approval of Audit and Permitted
Non-Audit Services” and “Audit and Related Fees.” The proxy statement will be filed within 120 days of December 31, 2014,
our fiscal year end.
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Documents filed as part of this Report are as follows:
PART IV
1) Financial Statements: The consolidated financial statements, related notes and report of independent
registered public accounting firm are included in Item 8 of Part II of this Report.
2) Financial Statement Schedules: All schedules have been omitted because they are not applicable or not
required, or the required information is included in the financial statements or notes thereto.
3) Exhibits: The required exhibits are included at the end of this Report and are described in the exhibit index.
43
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SIGNATURES
Pursuant 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.
JONES SODA CO.
By:
/s/ Jennifer L. Cue
Jennifer L. Cue
President and Chief Executive Officer
Dated: March 25, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Capacities
Date
/s/ JENNIFER L. CUE
Jennifer L. Cue
/s/ MARK J. MIYATA
Mark J. Miyata
/s/ MILLS A. BROWN
Mills A. Brown
/s/ RICHARD V. CAUTERO
Richard V. Cautero
/s/ MICHAEL M. FLEMING
Michael M. Fleming
/s/ MATTHEW K. KELLOGG
Matthew K. Kellogg
/s/ SUSAN A. SCHRETER
Susan A. Schreter
President, Chief Executive Officer and Director (Principal
Executive Officer)
March 25, 2015
Vice President of Finance and Secretary (Principal Financial
Officer and Principal Accounting Officer)
March 25, 2015
Director
Director
Director
Director
Director
March 25, 2015
March 25, 2015
March 25, 2015
March 25, 2015
March 25, 2015
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EXHIBIT INDEX
The following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference.
Where an exhibit is incorporated by reference, the document to which it is cross referenced is made.
3.1
Articles of Incorporation of Jones Soda Co. (Previously filed with, and incorporated herein by reference to,
3.2
4.1
Exhibit 3.1 to our annual report on Form 10-KSB for the fiscal year ended December 31, 2000, filed on March
30, 2001; File No. 333-75913.)
Amended and Restated Bylaws of Jones Soda Co. (Previously filed with, and incorporated herein by reference
to, Exhibit 3.1 to our quarterly report on Form 10-Q, filed on November 8, 2013; File No. 000-28820.)
Form of Common Stock Warrant (Previously filed with, and incorporated herein by reference to, Exhibit 4.1 to
our current report on Form 8-K, filed on February 2, 2012; File No. 000-28820.)
10.1++
Sublease Agreement dated June 13, 2011, between 1000 Master Tenant LLC and Jones Soda Co. (Previously
10.2
filed with, and incorporated herein by reference to, Exhibit 10.1 to our quarterly report on Form 10-Q, filed on
August 12, 2011; File No. 000-28820.)
Lease Termination and Surrender Agreement dated December 31, 2014, by and between 1000 Master Tenant,
LLC and Jones Soda Co. (Previously filed with, and incorporated herein by reference to, Exhibit 10.2 to our
current report on Form 8-K, filed on January 6, 2015; File No. 000-28820.)
10.3
Lease Agreement dated December 31, 2014, by and between 66 South Hanford Street Limited Partnership and
Jones Soda Co. (Previously filed with, and incorporated herein by reference to, Exhibit 10.2 to our current report
on Form 8-K, filed on January 6, 2015; File No. 000-28820.)
10.4++
Loan and Security Agreement dated as of December 27, 2013, by and between Jones Soda Co. (USA) Inc., and
10.5
10.6
10.7++
10.8
10.9++
10.10
10.11*
10.12*
10.13*
Jones Soda (Canada) INC., and BFI Business Finance (Previously filed with, and incorporated herein by
reference to, Exhibit 10.1 to our current report on Form 8-K, filed January 3, 2014; File No. 000-28820.)
Amendment & Restatement of First Modification to Loan and Security Agreement dated as of December 22,
2014, by and among Jones Soda Co. (USA) Inc., JONES SODA (CANADA) Inc., and CapitalSource Business
Finance Group, a dba of BFI Business Finance (Previously filed with, and incorporated herein by reference to,
Exhibit 10.1 to our current report on Form 8-K, filed December 23, 2014; File No. 000-28820.)
General Continuing Guaranty dated as of December 27, 2013, made by Jones Soda Co. in favor of BFI Business
Finance (Previously filed with, and incorporated herein by reference to, Exhibit 10.2 to our current report on
Form 8-K, filed January 3, 2014; File No. 000-28820.)
Intellectual Property Security Agreement dated as of December 27, 2013, by and between Jones Soda Co. and
BFI Business Finance (Previously filed with, and incorporated herein by reference to, Exhibit 10.3 to our current
report on Form 8-K, filed January 3, 2014; File No. 000-28820.)
Security Agreement dated as of December 27, 2013, by and between Jones Soda Co. and BFI Business Finance
(Previously filed with, and incorporated herein by reference to, Exhibit 10.4 to our current report on Form 8-K,
filed January 3, 2014; File No. 000-28820.)
Intellectual Property Security Agreement dated as of December 27, 2013, by and between Jones Soda Co. (USA)
Inc. and Jones Soda (Canada) INC. and BFI Business Finance (Previously filed with, and incorporated herein by
reference to, Exhibit 10.5 to our current report on Form 8-K, filed January 3, 2014; File No. 000-28820.)
Form of Securities Purchase Agreement, dated as of February 1, 2012, by and among the Company and the
Purchasers (Previously filed with, and incorporated herein by reference to, Exhibit 10.1 to our current report on
Form 8-K, filed February 2, 2012; File No. 000-28820.)
Jones Soda Co. 2002 Stock Option and Restricted Stock Plan. (Previously filed with, and incorporated herein by
reference to, Appendix B to our Definitive Proxy Statement for our 2007 Annual Meeting of Shareholders, filed
on April 18, 2007, File No. 000-28820.)
Jones Soda Co. 2011 Incentive Plan. (Previously filed with, and incorporated herein by reference to, Annex A to
our Definitive Proxy Statement, filed on April 12, 2011, File No. 000-28820.)
Form of Stock Option Grant Notice and Agreement under the Jones Soda Co. 2011 Incentive Plan (Previously
filed with, and incorporated herein by reference to, Exhibit 10.3 to our quarterly report on Form 10-Q, filed
August 12, 2011; File No. 000-28820.)
10.14*
Form of Restricted Stock Award Notice and Agreement under the Jones Soda Co. 2011 Incentive Plan
10.15*
10.16*
10.17*
(Previously filed with, and incorporated herein by reference to, Exhibit 10.4 to our quarterly report on Form 10-
Q, filed August 12, 2011; File No. 000-28820.)
Form of Restricted Stock Unit Notice and Agreement under the Jones Soda Co. 2011 Incentive Plan (Previously
filed with, and incorporated herein by reference to, Exhibit 10.5 to our quarterly report on Form 10-Q, filed
August 12, 2011; File No. 000-28820.)
Jones Soda Co. 2007 Employee Stock Purchase Plan. (Previously filed with, and incorporated herein by
reference to, our definitive proxy statement on Schedule 14A, filed on April 18, 2007; File No. 000-28820.)
Compensation for Directors of Jones Soda Co. (Previously filed with, and incorporated herein by reference to,
Exhibit 10.18 to our annual report on Form 10-K, filed March 26, 2013; File No. 000-28820.)
45
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10.18*
21.1
23.1
31.1
31.2
32.1
Employment Offer Letter between Jennifer L. Cue and Jones Soda Co., dated August 6, 2012 (Previously filed
with, and incorporated herein by reference to, Exhibit 10.1 to our quarterly report on Form 10-Q, filed August
10, 2010; File No. 000-28820.)
Subsidiaries of Jones Soda Co. (Previously filed with, and incorporated herein by reference to, Exhibit 21.1 to
our annual report on Form 10-K, filed March 26, 2013; File No. 000-28820.)
Consent of Peterson Sullivan LLP (Filed herewith.)
Certification by Jennifer L. Cue, Chief Executive Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (Filed herewith.)
Certification by Mark J. Miyata, Vice President of Finance, pursuant to Rule 13a-14(a), pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (Filed herewith.)
Certification by Jennifer L. Cue, Chief Executive Officer and Mark J. Miyata, Vice President of Finance,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Filed herewith.)
101.INS** XBRL Instance Document.
101.SCH** XBRL Taxonomy Extension Schema Document.
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB** XBRL Taxonomy Extension Label Linkbase Document.
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document.
______________________________________
*
Management contract or compensatory plan or arrangement.
**
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration
statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities
Exchange Act of 1934 and otherwise are not subject to liability.
Portions of the marked exhibits have been omitted pursuant to requests for confidential treatment filed with the SEC.
++
46