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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, 2016
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, 2016, the last business day of the registrant's
most recently completed second fiscal quarter, was approximately $24,240,000 using the closing price on that day of $ 0.64.
As of March 1, 2017, there were 41,379,373 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 2017 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 2016 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;
Our ability to respond to any changes in, and to maintain, our private label relationship with 7-Eleven;
Consumer response to and market acceptance of 7-Select® , our cobranded product with 7-Eleven, and our new
product, Lemoncocco;
The timing and amount of reorders for 7-Select® , including the impact on our inventory, revenue and cash flow;
Competition in the fountain business, particularly from Coke and Pepsi;
Entrance into and increased focus on the craft beverage segment from Coke and Pepsi;
Our ability to successfully develop and launch new products that match consumer beverage trends;
Imposition of new taxes, including potential taxes on sugar-sweetened beverages;
Public perception of the beverage industry and changes in consumer preferences;
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;
Changes in pricing and SKUs of our products;
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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;
Fluctuations in fuel and freight costs;
Fluctuations in currency exchange rates, particularly between the United States and Canadian dollars;
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;
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, 2016
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 Stockholder 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 2017 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
2016 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 in grocery stores, convenience and gas stores, on
fountain in restaurants, “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. Our principal place of business is located at 66 South Hanford Street, Suite 150, Seattle,
Washington 98134. Our telephone number is (206) 624-3357.
Jones Soda 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 premium 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 are the distinctive
names of our products such as FuFu Berry and Berry Lemonade, and the fact that our products are made from cane sugar. We
also sell Jones Soda in more traditional flavors such as Cream Soda, Root Beer and Orange & Cream. Jones Soda is made with
high quality ingredients, including pure cane sugar.
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 with zero calories, is an important product extension, especially in light of the increasing consumer
preferences for zero and lower-calorie options. Jones Zilch is sold in glass bottles, cans and on fountain.
Sparkling Beverage Industry
Our Jones Soda beverages are classified in the sparkling beverage category, which encompasses the carbonated soft
drinks (CSD) segment. The CSD segment is the largest segment in the sparkling beverage category, and in the United States is
a $79 billion industry (according to the March 29, 2016 issue of Beverage Digest). During 2015, the CSD segment continued to
grow with an increase of 2.1% as a result of raising prices, partially offset by volume declines of 1.5% (according to the March
29, 2016 issue of Beverage Digest). Within the CSD segment are craft and premium sodas, which provide consumers with
unique premium alternatives to the large corporate brands and is where our Jones Soda line competes. In the United States the
craft and premium sodas are typically distributed through the grocery, drug, mass, club, convenience, independent account and
online sales channels.
New Products
An important part of our growth strategy is to create new products and brands in the beverage industry. In 2016, we announced
two new product lines.
Lemoncocco
Lemoncocco is a new premium non-carbonated blended beverage that we officially launched in January 2016.
Lemoncocco represents a new brand in the non-carbonated segment of the beverage industry, an important category for the
industry. Lemoncocco was inspired by the refreshment stands found along the streets of Rome, Italy.
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Co-Brand and Private Label Products
In February 2016, we announced our partnership with 7-Eleven, Inc. wherein both companies partnered to create 7-Select
brand premium sodas crafted by Jones, the first premium carbonated beverage in the 7-Select private brand lineup. 7-Select
continues to be available exclusively at participating 7-Eleven locations across the United States.
Our Focus: Sales Growth
Our focus is sales growth through execution of the following key initiatives:
Build upon partnerships in innovative ways;
Expand our fountain program in the United States and Canadian marketplaces;
Build the Lemoncocco sales in the United States and Canada;
New product innovation; and
Exploring accretive acquisitions in the food and beverage industry.
Product Distribution and Sales Strategy
Our core products are distributed and sold throughout the United States 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.
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 the JONES Cane Sugar Fountain program through a network of
fountain distributors in select regions across the United States and Canada to provide our premium products and uniquely
customized fountain equipment.
For the year ended December 31, 2016, our top three accounts by revenue represent approximately 49% 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 has not been material.
DSD (direct store delivery)
We maintain a network of independent distributors across the United States and Canada. We have also secured
distribution in select international markets 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, on
fountain in restaurants 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 preference,
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
“Store-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 convenience store chains, 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.
Co-Brand and Private Label
We offer private label products directly to retailers. Our expertise in innovation and manufacturing allow for efficiencies
for both the Company and the customer. We are able to produce these products with minimal sell through risk and ship them
through our network of independent trucking companies or a preferred partner of the customer.
Fountain
Beginning in 2015, we officially launched our JONES Cane Sugar Fountain program, offering Jones Soda and Jones
Zilch in a fountain dispensed format. We work with a network of fountain distributors in select regions across the United States
and Canada to provide our premium products and uniquely customized fountain equipment. Drawing inspiration from our
traditional bottles and cans, the fountain equipment is similarly branded, with an engaging collage of consumer-submitted
photos that are inspired by the business themes of our retail partners and the regions in which they are located. Our fountain
offerings include traditional flavors such as Cane Sugar Cola, Sugar Free Cola, as well as cane sugar sweetened Ginger Ale,
Orange & Cream and Lemon Lime. Rounding out the lineup are two of our most popular cane sugar flavors, Berry Lemonade
and Green Apple.
Sales
Our products are sold throughout the United States and Canada, primarily in convenience stores, grocery stores, on
fountain in restaurants 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 2016, sales in the United States represented approximately 79%
of total sales, while sales in Canada represented approximately 19%, and we had approximately 2% in other international sales.
Our Brand
Building our Brand
We have built our brand to a large extent on our fun and independent 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 and better ingredients in their beverage choices. While we are known for our
unique and innovative flavors, we also feature traditional flavors and feel that our broad appeal positions us as a leader in the
growing premium craft segment of the industry. 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 skateboarding, BMX biking
and snowboarding. We also have a program of sponsoring up-and-coming music bands. We believe this effort to position our
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products in alternative accounts and venues draws 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
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. 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 Photo 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 businesses 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 Curriculum, 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 continue to expand our JONES Cane Sugar Fountain program that allows for our Jones
Soda product line to be offered “on tap.” 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.
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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:
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.
In addition to the above extensions to the Jones Soda brand, we have created and launched a new brand with its own
separate identity from the Jones Soda brand, LemoncoccoTM. We believe that Lemoncocco represents a new category in the
non-carbonated beverage industry and that developing a separate all natural beverage brand is an important opportunity for the
Company.
We have also announced our partnership with 7-Eleven, Inc. wherein both companies partnered to create 7-Select brand
premium sodas crafted by Jones, the first premium carbonated beverage in the 7-Select private brand lineup. 7-Select premium
sodas crafted by Jones are available exclusively at participating 7-Eleven locations across the United States.
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.
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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. Lemoncocco, our new premium non-carbonated beverage, is an example
of this.
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 United
States. Once the product is manufactured, the finished products are stored either at the co-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 2019. 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.
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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 United States 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 several jurisdictions in the United States 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 United States and Canada. We anticipate that similar
legislation or regulations may be proposed in the future at local, state and federal levels, both in the United States and Canada.
Trademarks, Flavor Concentrate Trade Secrets and Patent Rights
In the United States, 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™” and “LEMONCOCCO ™”.
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 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. Sales may
fluctuate materially on a quarter to quarter basis or an annual basis when we launch a new product or fill the “pipeline” of a
new distribution partner or a large retail partner. Sales results may also fluctuate based on the number of SKUs selected or
removed by our distributors and retail partners through the normal course of serving consumers in the dynamic, trend-oriented
beverage industry. 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 25 employees, all but two of which are full-time. Of our 25 employees, 15 are
employed in sales and marketing capacities, 6 are employed in administrative capacities and 4 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.
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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 “Investor Relations — 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 2017 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 2017 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 sales goals, our available cash and working capital will decrease and our
financial condition will be negatively impacted. While we have access to and use our secured credit facility for our working
capital requirements, it may be insufficient for these purposes and we may not be successful in raising additional capital as
necessary. The uncertainties relating to our ability to successfully execute our 2017 operating plan, combined with the difficult
financing environment, could 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. The success of this network will depend on the performance of the distributors, retailers and brokers of this
network. There is a risk that the mentioned entities may not adequately perform their functions within the network by, without
limitation, failing to distribute to sufficient retailers or positioning our products in localities that may not be receptive to our
product. 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. Furthermore, such
third-parties’ financial position or market share may deteriorate, which could adversely affect our distribution, marketing and
sales activities.
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.
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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.
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, 2016, our top three accounts by revenue represent approximately 49% of revenue. We
continually seek to expand and upgrade our distributor network, DTR accounts and national retail relationships. However, we
may not be able to maintain our key distributor base. The loss of any of our key distributors or national accounts (including our
private label relationship with 7-Eleven) could have adverse effects on our revenues, liquidity 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 and national accounts 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. Additionally,
our larger distributors and new national partners, like 7-Eleven Inc., may make orders that are larger than we have historically
been required to fill. Shortages in inventory levels, supply of raw materials or other key supplies could negatively affect us.
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 United
States, 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
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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
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. 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. Substantial increases in the prices of our ingredients, raw
materials and packaging materials, to the extent that they cannot be recouped through increases in the prices of finished
beverage products, would increase our operating costs and could reduce our profitability. If our supply of these raw materials is
impaired or if prices increase significantly, it could affect the affordability of our products and reduce sales.
The beverage industry has experienced increased prices for glass bottles over the last several years and the availability of
glass supply diminished for companies not under contract. Our fixed-price purchase commitment for glass, which helps
mitigate the risk of unexpected price increases, expires at the end of 2019. We cannot predict whether we will be able to renew
our fixed price purchase commitment for glass or the terms of any new glass contract, the terms of which may be materially
different than our current terms. 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, which
could have a material adverse effect on our business and financial results.
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 2017. 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.
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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;
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.
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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 United States 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 2016 and continuing into 2017, the U.S. dollar has remained strong in comparison to the Canadian dollar. The
exchange rate between the Canadian dollar and U.S. dollar remains near the five-year low in favor of the U.S. dollar. As of
March 17, 2017, the Canadian dollar exchange rate for one U.S. dollar was equal to 0.75 (compared to 0.75 as of December 31,
2016 and 0.72 as of December 31, 2015). We cannot predict future changes in these exchange rates. We do not engage in
foreign currency hedging transactions.
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 (including co-branded products launched with strategic partners such as 7-
Eleven). 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 have had key person life insurance in place for
Ms. Cue since 2015.
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 United States,
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 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.
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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
U.S. 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.
We are subject to risks inherent in sales of products in international markets.
Our operations outside of the United States and Canada, contribute to our revenue and profitability, and we believe that
developing and emerging markets present important future growth opportunities for us. However, there can be no assurance
that existing or new products that we manufacture, distribute or sell will be accepted or be successful in any particular foreign
market, due to local or global competition, product price, cultural differences, consumer preferences or otherwise. There are
many factors that could adversely affect demand for our products in foreign markets, including our inability to attract and
maintain key distributors in these markets; volatility in the economic growth of certain of these markets; changes in economic,
political or social conditions, imposition of new or increased labeling, product or production requirements, or other legal
restrictions; restrictions on the import or export of our products or ingredients or substances used in our products; inflationary
currency, devaluation or fluctuation; increased costs of doing business due to compliance with complex foreign and U.S. laws
and regulations. If we are unable to effectively operate or manage the risks associated with operating in international markets,
our business, financial condition or results of operations could be adversely affected.
Changes in accounting standards and subjective assumptions, estimates and judgments by management related to
complex accounting matters could significantly affect our financial results.
The United States 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.
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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.
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 and increase desire for more low-calorie soft drinks, water, enhanced water, coffee-flavored
beverages, tea, and beverages with natural sweeteners. We are continuously working to reduce calories and sugar in our core
brand while launching new products like Lemoncocco, to pair with existing brand extensions such as Jones Zilch and Jones
Stripped that round out our diversified portfolio.
Legislative or regulatory changes that affect our products could reduce demand for products or increase our costs.
Taxes imposed on the sale of certain of our products by federal, state and local governments in the United States, or other
countries in which we operate could cause consumers to shift away from purchasing our beverages. Several municipalities in
the United States have implemented or are considering implementing taxes on the sale of certain “sugared” beverages,
including non-diet soft drinks, fruit drinks, teas and flavored waters to help fund various initiatives. These taxes could
materially affect our business and financial results.
Additional taxes levied on us could harm our financial results.
Recent legislative proposals to reform U.S. taxation of non-U.S. earnings could have a material adverse effect on our
financial results by subjecting a significant portion of our non-U.S. earnings to incremental U.S. taxation and/or by delaying or
permanently deferring certain deductions otherwise allowed in calculating our U.S. tax liabilities.
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 United States 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.
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock
and a reduction in our ability to raise capital. If we are unable to raise the funds required for all of our planned operations and
key initiatives, we may be forced to allocate funds from other planned uses, which may negatively impact our business and
operations, including our ability to develop new products and continue our current operations.
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;
maintain efficiencies in operations;
manage our operating expenses to sufficiently support operating activities;
maintain fixed costs at or near current levels; and
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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 effect 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
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
lower 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, which may have little to do with our operations or business prospects. This volatility could depress the
market price of our common stock for reasons unrelated to operating performance. The Financial Industry Regulatory
Authority (“FINRA”) has adopted rules that require a broker-dealer to have reasonable grounds for believing an investment is
suitable for that customer when recommending an investment to a customer. FINRA believes that there is a high probability
that speculative low priced securities will not be suitable for some customers and may make it more difficult for broker-dealers
to recommend that their customers buy our common stock, which may result in a limited ability to buy and sell our stock. We
currently do not meet applicable listing standards of a market senior to the OTC and we may never apply or qualify for future
listing on Nasdaq or a senior market.
We do not intend to pay any cash dividends on our shares of common stock in the near future, so our shareholders
will not be able to receive a return on their shares unless they sell their shares.
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate
paying any cash dividends on our common stock in the foreseeable future. There is no assurance that future dividends will be
paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. Unless we pay
dividends, our shareholders will not be able to receive a return on their shares unless they sell such shares.
ITEM 1B.
UNRESOLVED STAFF COMMENTS.
None.
ITEM 2.
PROPERTIES.
We currently lease approximately 6,500 square feet of retail/office space in Seattle, Washington for our principal
executive and administrative offices. The term of the lease is five years expiring February 2020 with an option to extend for
additional one year terms. See Note 6 in the Notes to Consolidated Financial Statements included in this Report for further
discussion.
We do not own real property.
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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.
ISSUER PURCHASES OF EQUITY SECURITIES.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
Market Information
Our common stock currently trades on the OTCQB Marketplace under the symbol “JSDA.” The following table shows,
for each quarter of fiscal 2016 and 2015, the high and low closing sales prices as reported by the OTCQB Marketplace.
2016
Fourth quarter (ended December 31, 2016)
Third quarter (ended September 30, 2016)
Second quarter (ended June 30, 2016)
First quarter (ended March 31, 2016)
2015
Fourth quarter (ended December 31, 2015)
Third quarter (ended September 30, 2015)
Second quarter (ended June 30, 2015)
First quarter (ended March 31, 2015)
Holders
$
$
High
Low
$
$
0.50
0.64
0.72
0.74
0.52
0.43
0.41
0.44
0.37
0.38
0.62
0.38
0.38
0.29
0.29
0.27
As of March 1, 2017, there were 41,379,373 shares of common stock issued and outstanding, held by approximately 235
holders of record, although there are a much larger number of beneficial owners. The last reported sale price per share on
March 1, 2017 was $ 0.51.
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
Gross profit
Selling and marketing expenses
General and administrative expenses
Loss from operations
Other expense, net
Loss before income taxes
Income tax expense, net
Net loss
Basic and diluted net loss per share
Year Ended December 31,
2016
2015
2014
2013
2012
(Dollars in thousands, expect per share data)
$
$
15,667 $
(11,568)
4,099
(2,033)
(2,151)
(85)
(94)
(179)
(4)
(183)
(0.00) $
13,591 $
(10,347)
3,244
(1,896)
(2,104)
(756)
(290)
(1,046)
(74)
(1,120)
(0.03) $
13,555 $
(10,543)
3,012
(2,235)
(2,535)
(1,758)
279
(1,479)
(61)
(1,540)
(0.04) $
13,696 $
(10,433)
3,263
(2,322)
(2,779)
(1,838)
10
(1,828)
(65)
(1,893)
(0.05) $
16,384
(11,902)
4,482
(3,357)
(3,922)
(2,797)
(15)
(2,812)
(91)
(2,903)
(0.08)
Balance sheet data:
Cash and cash equivalents and accounts receivable, net $
Fixed assets, net
Total assets
Long-term liabilities
Working capital
2016
2015
As of December 31,
2014
(Dollars in thousands)
2013
2012
2,907 $
25
4,932
12
1,784
2,612 $
37
5,354
11
1,721
2,094 $
25
4,874
2
2,568
2,498 $
232
5,514
406
3,375
3,396
497
7,020
485
4,132
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ITEM 7.
OPERATIONS.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
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, on fountain in
restaurants, “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: Sales Growth
Our focus is sales growth through execution of the following key initiatives:
Build upon partnerships in innovative ways;
Expand our fountain program in the United States and Canadian marketplaces;
Build the Lemoncocco sales in the United States and Canada;
New product innovation; and
Exploring accretive acquisitions in the food and beverage industry.
Results of Operations
Years Ended December 31, 2016 and 2015
Revenue
For the year ended December 31, 2016, revenue was approximately $15.7 million, an increase of approximately $2.1
million, or 15.3%, from $13.6 million in revenue for the year ended December 31, 2015. The increase was primarily driven by
the launch of 7-Select, and to a lesser extent our Lemoncocco and fountain initiatives. During 2016 and 2015, respectively, 19%
and 27% of our revenues were from Canada.
For the year ended December 31, 2016, promotion allowances and slotting fees, which offset revenue, totaled $1.8
million, an increase of $312,000, or 21.5%, from $1.5 million, in 2015. The increase was primarily due to the launch of 7-
Select.
Gross Profit
Gross Profit
% of Revenue
Year Ended December 31,
2016
2015
% Change
$
(Dollars In thousands)
3,244
23.9%
4,099 $
26.2%
26.4%
For the year ended December 31, 2016, gross profit increased by approximately $855,000 or 26.4%, to $4.1 million
compared to $3.2 million for the year ended December 31, 2015 driven by increased sales and operating efficiencies. For the
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year ended December 31, 2016, gross margin increased to 26.2% from 23.9% for the year ended December 31, 2015 driven by
operating efficiencies and a change in product mix.
Selling and Marketing Expenses
Selling and marketing expenses for the year ended December 31, 2016 were approximately $2.0 million, an increase of
$137,000, or 7.2%, from $1.9 million for the year ended December 31, 2015. Selling and marketing expenses as a percentage
of revenue decreased to 13.0% for the year ended December 31, 2016, from 14.0% in 2015 driven by increasing revenue and
maintaining operational discipline. 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, 2016 were $2.2 million, an increase of $47,000 or
2.2%, compared to $2.1 million for the year ended December 31, 2015. General and administrative expenses as a percentage of
revenue decreased to 13.7% for the year ended December 31, 2016 from 15.5% in 2015. We will continue to balance general
and administrative expenses with our working capital resources.
Income Tax Expense
We had income tax expense of $4,000 in 2016, compared to $74,000 in 2015, 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, 2016 improved by 83.7% to $0.2 million from a net loss of $1.1 million for the
year ended December 31, 2015. This improvement in net loss reflects an increase in gross profit, primarily driven by the launch
of 7-Select, and to a lesser extent our Lemoncocco and our fountain initiative.
Liquidity and Capital Resources
As of December 31, 2016 and 2015, we had cash and cash-equivalents of approximately $733,000 and $772,000
respectively, and working capital of $1.8 million and $1.7 million, respectively. Net cash used in operations during fiscal years
2016 and 2015 totaled $346,000 and $1.0 million, respectively. Net cash used in operations decreased primarily due to
improvements in our net loss as discussed above. Our cash flows vary throughout the year based on seasonality.
For the year ended December 31, 2016, net cash provided by financing activities totaled $303,000 compared to net cash
provided by financing activities of approximately $1.0 million for the year ended December 31, 2015. For the years ending
December 31, 2016 and 2015, cash from financing activities was primarily from the usage of our line of credit and to a lesser
extent stock option exercises. We incurred a net loss of $183,000 for the year ended December 31, 2016. Our accumulated
deficit increased to $60.9 million as of December 31, 2016 compared to the prior year’s deficit of $60.7 million.
As of the date of this Report, we believe that our current cash and cash equivalents, combined with our Loan Facility and
anticipated cash from operations, will be sufficient to meet our anticipated cash needs through December 31, 2017.
Additionally, our Loan Facility (described below and in Note 5 to Consolidated Financial Statements in this Report), is
available for our working capital needs.
We have an amended and restated revolving secured credit facility (the “Loan Facility”) with CapitalSource Business
Finance Group (previously known as BFI Business Finance). The Loan Facility currently allows us to borrow a maximum
aggregate amount of up to $3.2 million based on eligible accounts receivable and inventory. As of December 31, 2016, our
eligible borrowing base was approximately $1.6 million, for which we had an outstanding balance of $1.2 million.
During 2016 and 2015, we received $8,000 and $114,000, respectively, from the cash exercise of stock options primarily
by our CEO, but also by several 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
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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 equity 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 liability 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. Sales may
fluctuate materially on a quarter to quarter basis or an annual basis when we launch a new product or fill the “pipeline” of a
new distribution partner or a large retail partner. Sales results may also fluctuate based on the number of SKUs selected or
removed by our distributors and retail partners through the normal course of serving consumers in the dynamic, trend-oriented
beverage industry. 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.
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 United States. 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
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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, 2016 and 2015
Consolidated statements of operations for the years ended December 31, 2016 and 2015
Consolidated statements of comprehensive loss for the years ended December 31, 2016 and 2015
Consolidated statements of shareholders’ equity for the years ended December 31, 2016 and 2015
Consolidated statements of cash flows for the years ended December 31, 2016 and 2015
Notes to consolidated financial statements
Page
27
28
29
30
31
32
33
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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, 2016 and 2015, 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, 2016 and 2015, 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 23, 2017
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JONES SODA CO.
CONSOLIDATED BALANCE SHEETS
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net of allowance of $13 and $27
Inventory
Prepaid expenses and other current assets
Total current assets
Fixed assets, net of accumulated depreciation of $922 and $907
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Line of credit
Accounts payable
Accrued expenses
Taxes payable
Other current liabilities
Total current liabilities
Deferred rent
Shareholders’ equity:
Common stock, no par value:
Authorized — 100,000,000; issued and outstanding shares — 41,340,727
shares and 41,314,894 shares, respectively
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
Total shareholders’ equity
Total liabilities and shareholders’ equity
December 31, 2016
December 31, 2015
(In thousands, except share amounts)
$
$
$
$
733 $
2,174
1,850
142
4,899
25
8
4,932 $
1,205 $
1,049
835
26
—
3,115
12
772
1,840
2,569
116
5,297
37
20
5,354
908
1,786
850
30
2
3,576
11
53,772
8,674
219
(60,860)
1,805
4,932 $
53,764
8,467
213
(60,677)
1,767
5,354
See accompanying notes to consolidated financial statements.
28
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
Interest expense
Other expense, 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,
2016
2015
(In thousands, except share data)
$
$
15,667
11,568
4,099
2,033
2,151
4,184
(85)
(85)
(9)
(179)
(4)
(183)
(0.00)
41,322,944
$
$
$
$
13,591
10,347
3,244
1,896
2,104
4,000
(756)
(61)
(229)
(1,046)
(74)
(1,120)
(0.03)
41,171,020
See accompanying notes to consolidated financial statements.
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JONES SODA CO.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss
Other comprehensive income (loss):
Foreign currency translation adjustment
Total comprehensive loss
Year Ended December 31,
2016
2015
(In thousands)
(183)
$
6
(177)
$
(1,120)
(82)
(1,202)
$
$
See accompanying notes to consolidated financial statements.
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JONES SODA CO.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Years Ended December 31, 2016 and 2015
Balance, December 31, 2014
Exercise of stock options
Stock-based compensation
Net loss
Other comprehensive loss
Balance, December 31, 2015
Exercise of stock options
Stock-based compensation
Net loss
Other comprehensive income
Balance, December 31, 2016
Common Stock
Number
Amount
Additional Paid-in
Capital
Accumulated Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Shareholders’
Equity
(In thousands, except share amounts)
40,972,394 $ 53,650 $
342,500
114
—
—
—
—
—
—
41,314,894 53,764
8
25,833
—
—
—
—
—
—
41,340,727 $ 53,772 $
8,234 $
—
233
—
—
8,467
—
207
—
—
8,674 $
295 $
—
—
—
(82)
213
—
—
—
6
219 $
(59,557) $
—
—
(1,120)
—
(60,677)
—
—
(183)
—
(60,860) $
2,622
114
233
(1,120)
(82)
1,767
8
207
(183)
6
1,805
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:
Depreciation and amortization
Stock-based compensation
Change in allowance for doubtful accounts
Changes in operating assets and liabilities:
Accounts receivable
Inventory
Prepaid expenses and other current assets
Other assets
Accounts payable
Accrued expenses
Taxes payable
Other liabilities
Net cash used in operating activities
INVESTING ACTIVITIES:
Purchase of fixed assets
Net cash used in investing activities
FINANCING ACTIVITIES:
Proceeds from exercise of stock options
Payment of capital lease obligations
Proceeds from line of credit, net of repayments
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 year
Cash and cash equivalents, end of year
Supplemental disclosure:
Cash paid during year for:
Interest
Income taxes
Year Ended December 31,
2015
2016
(In thousands)
$
(183)
$
(1,120)
15
207
(14)
(324)
732
(27)
13
(737)
(24)
(5)
1
(346)
(5)
(5)
8
(2)
297
303
(48)
9
772
733
80
9
$
$
23
233
(23)
(553)
(41)
(41)
10
416
101
—
(13)
(1,008)
(34)
(34)
114
(14)
908
1,008
(34)
(51)
857
772
61
32
$
$
See accompanying notes to consolidated financial statements.
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JONES SODA CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2016 and 2015
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, 2016 and 2015, we had cash and cash-equivalents of approximately $733,000 and $772,000,
respectively, and working capital of $1.8 million and $1.7 million, respectively. Net cash used in operations during fiscal years
2016 and 2015 totaled $346,000 and $1.0 million, respectively. Net cash used in operations decreased primarily due to
improvements in our net loss. The Company has experienced recurring losses from operations. Cash flows vary throughout the
year based on seasonality.
As of the date of this Report, we believe that our current cash and cash equivalents, combined with our Loan Facility and
anticipated cash from operations, will be sufficient to meet our anticipated cash needs through December 31, 2017.
Additionally, our Loan Facility (described below and in Note 5 to Consolidated Financial Statements), is available for our
working capital needs.
We have an amended and restated revolving secured credit facility (the “Loan Facility”) with CapitalSource Business
Finance Group (previously known as BFI Business Finance). The Loan Facility currently allows us to borrow a maximum
aggregate amount of up to $3.2 million based on eligible accounts receivable and inventory. As of December 31, 2016, our
eligible borrowing base was approximately $1.6 million, for which we had an outstanding balance of $1.2 million.
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 liability
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 within one year after the date these consolidated financials
were issued.
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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 the line of credit approximates fair value because the interest rate is
reflective of the rate we could obtain on debt with similar terms.
Accounts receivable
Our accounts receivable balance primarily 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 $13 and $27 as of December 31, 2016 and 2015,
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
2016
2015
$
$
27
54
(68)
13
$
$
49
9
(31)
27
As of December 31, 2016, two customers made up 25% of our outstanding accounts receivable. As of December 31,
2015, three customers made up 30% of our outstanding accounts receivable.
Inventories
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
Impairment of long-lived assets
Rate
20% to 30%
30%
Long-lived assets, which include fixed 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.
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. Transaction gains and losses arising from the transactions
denominated in a currency other than the functional currency are included in other expense, net in the accompanying
consolidated statement of operations. Net transactions losses were $9,000 for 2016 and $229,000 for 2015.
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, 2016 and 2015, our revenue was reduced by $1.8 million and $1.5
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
$163,000 and $8,000 for the years ended December 31, 2016 and 2015.
Advertising costs
Advertising costs, which also include promotions and sponsorships, are expensed as incurred. During the years ended
December 31, 2016 and 2015, we incurred advertising costs of $544,000 and $588,000, 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, 2016 or 2015.
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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 2016 and 2015, due to the net loss, outstanding stock options amounting
to 3,663,716 and 3,117,820 at December 31, 2016 and 2015, respectively, and warrants amounting to 3,057,500 at both
December 31, 2016 and 2015, were anti-dilutive.
Comprehensive loss
Comprehensive loss is comprised of net loss and 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. Sales may
fluctuate materially on a quarter to quarter basis or an annual basis when we launch a new product or fill the “pipeline” of a
new distribution partner or a large retail partner such as 7-Eleven. Sales results may also fluctuate based on the number of
SKUs selected or removed by our distributors and retail partners through the normal course of serving consumers in the
dynamic, trend-oriented beverage industry. 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,
2017 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. We
will be required to make additional disclosures under the new guidance. However, at this time, we do not expect adoption of
ASU 2014-09 will have a material impact on our consolidated financial statements.
In July 2015, FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory: Topic
330, or ASU 2015-11, to amend Topic 330, Inventory. Topic 330 currently requires an entity to measure inventory at the lower
of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal
profit margin. ASU 2015-11 requires that inventory measured using either the first-in, first-out, or FIFO, or average cost
method be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the
ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. We will adopt ASU
2015-11 as required in our 2017 interim and annual reporting periods. We do not expect the adoption of ASU 2015-11 to have
a material impact on our consolidated financial statements.
In November 2015, FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred
Taxes: Topic 740, or ASU 2015-17. Current GAAP requires the deferred taxes for each jurisdiction to be presented as a net
current asset or liability and net noncurrent asset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the
classification of the assets and liabilities to which the underlying temporary differences relate, or, in the case of loss or credit
carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to
be allocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. The new guidance requires
that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance
sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The guidance does not
change the existing requirement that only permits offsetting within a jurisdiction. Adoption of ASU 2015-17 is required for
fiscal reporting periods beginning after December 15, 2016, including interim reporting periods within those fiscal years, and
either prospective or retrospective application is permitted. Early adoption of ASU 2015-17 is permitted. At the time of
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adoption, all of our deferred tax assets and liabilities, along with any related valuation allowance, will be classified as
noncurrent on our Consolidated Balance Sheet. We will adopt ASU 2015-17 in our 2017 interim and annual reporting periods.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-2), Leases, which supersedes
ASC Topic 840, Leases. ASU 2016-2 requires lessees to recognize a lease liability and a lease asset for all leases, including
operating leases, with a term greater than twelve months to its balance sheets. ASU 2016-2 also expands the required
quantitative and qualitative disclosures surrounding leases. ASU 2016-2 is effective for the Company beginning January 1,
2019. Early adoption is permitted. The Company is currently evaluating the potential impact the adoption of ASU 2016-2 will
have on its consolidated financial statements.
In March 2016, FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic
718): Improvements to Employee Share-Based Payment Accounting, or ASU 2016-09. The updated guidance simplifies and
changes how companies account for certain aspects of share-based payment awards to employees, including accounting for
income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of certain items in the statement
of cash flows. Adoption of ASU 2016-09 is required for fiscal reporting periods beginning after December 15, 2016, including
interim reporting periods within those fiscal years with early adoption being permitted. Due to the simplification of the
guidance, we have adopted ASU 2016-19 for our 2016 annual reporting period prospectively with no effect on retained deficit
or other components of equity as of the beginning of the period.
2.
Inventory
Inventory consisted of the following as of December 31 (in thousands):
Finished goods
Raw materials
2016
2015
$
$
1,180
670
1,850
$
$
1,842
727
2,569
Finished goods primarily include product ready for shipment, as well as promotional merchandise held for sale. Raw
materials primarily include ingredients, concentrate and packaging.
3.
Fixed Assets
Fixed assets consisted of the following as of December 31 (in thousands):
Vehicles
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
$
$
$
$
2016
2015
378
189
380
947
(922)
25
$
$
2016
2015
74
380
381
835
$
$
378
190
376
944
(907)
37
69
324
457
850
We have an amended and restated revolving secured Loan Facility with CapitalSource Business Finance Group
(previously known as BFI Business Finance) (“CapitalSource”). As of December 31, 2016, the maximum aggregate amount
available for borrowing under the Loan Facility was $3.2 million, subject to satisfaction of certain conditions. The current term
of the Loan Facility expires on December 27, 2017, unless renewed.
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Under this Loan Facility, as amended in January and December 2016, we may periodically request advances equal to the
lesser of: (a) $3.2 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 $475,000, plus (iii) 50% of eligible Canadian
accounts receivable not to exceed $300,000 (subject to any reserve amount established by CapitalSource). These terms became
available to us in April 2016, and reflect an increase to our borrowing capacity of $175,000. In addition, through March 31,
2016, we had an additional purchase order line under which we were able to request up to $500,000 in principal advances
against purchase orders. The additional purchase order line expired unused. As of December 31, 2016, our eligible borrowing
base was approximately $1.6 million, for which we had an outstanding balance of $1.2 million.
As amended by the December 2016 renewal, advances under the Loan Facility bear interest at the prime rate plus 0.75%,
where prime may not be less than 0%, and a loan fee of 0.10% on the daily loan balance is payable monthly. The Loan Facility
provides for a minimum cumulative amount of interest of $30,000 per year to be paid to CapitalSource, regardless of whether
or not we draw on the Loan Facility. CapitalSource 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, 2016, we were in compliance with all covenants
under the Loan Facility.
6.
Lease Obligations
We currently lease approximately 6,500 square feet of retail/office space in Seattle, Washington for our principal executive and
administrative offices. The term of the lease is five years expiring February 2020 with an option to extend for additional one
year terms.
As of December 31, 2016, our scheduled lease payments excluding management fees and other operational expenses
were as follows (in thousands):
2017
2018
2019
2020
$
$
100
103
106
18
327
During the years ended December 31, 2016 and 2015, we incurred rental expenses of $129,000 and $131,000
respectively.
7.
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, in accordance with the terms of the
warrants.
As of December 31, 2016, 3,057,500 of the warrants remain outstanding and warrants for 150,000 shares were previously
exercised for cash during 2013. No warrants were exercised during the year ended December 31, 2016 and 2015, respectively
8.
Shareholders’ Equity
Under the terms of our 2011 Incentive Plan (the “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, 2016, the total number of shares of common stock authorized under the Plan increased to 9,484,032 shares.
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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, 2016, there were 3,574,309 shares of unissued
common stock authorized and available for future awards under the Plan. As of January 1, 2017, 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 10,784,032
shares.
(a) Stock options:
A summary of our stock option activity is as follows:
Balance at January 1, 2016
Options granted
Options exercised
Options cancelled/expired
Balance at December 31, 2016
Exercisable, December 31, 2016
Vested and expected to vest
Outstanding Options
Number of Shares
Weighted Average Exercise
Price
3,117,820
919,750
(25,833)
(348,021)
3,663,716
2,469,280
3,354,136
$
$
$
$
0.54
0.50
0.32
0.41
0.54
0.58
0.55
The following table summarizes information about stock options outstanding and exercisable under our stock incentive
plans at December 31, 2016:
$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)
7.62
Weighted
Average
Exercise Price
0.39
$
6.03
4.37
1.35
7.07
0.77
1.20
3.28
0.54
Weighted
Average
Remaining
Contractual
Life (Years)
6.81
Weighted
Average
Exercise Price
0.36
$
4.63
4.37
1.35
6.08
0.82
1.20
3.28
0.58
Number
Exercisable
1,747,238
563,292
95,000
63,750
2,469,280
Number
Outstanding
2,699,216
805,750
95,000
63,750
3,663,716
(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, 2016, we had unrecognized compensation expense related to stock options of $191,000 to be recognized
over a weighted-average period of 3.1 years.
The following table summarizes the stock-based compensation expense (in thousands):
Income statement account:
Selling and marketing
General and administrative
Year Ended December 31,
2016
2015
$
$
49
158
207
$
$
49
184
233
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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:
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected term (in years)
Weighted-average grant date fair-value
Year Ended December 31,
2016
2015
—
80.2 %
1.7 %
5.8 years
$
0.33
$
—
85.5 %
1.6 %
5.4 years
0.25
During the year ended December 31, 2016, no material modifications were made to outstanding stock options.
The aggregate intrinsic value of stock options outstanding at December 31, 2016 and 2015 was $185,000 and $86,000
and for options exercisable was $152,000 and $52,000, 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, 2016 and 2015 was $3,000 and $2,000. The
Company’s policy is to issue new shares upon exercise of options.
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, 2016.
9.
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. There were no matching
contributions during the years ended December 31, 2016 and 2015.
10.
Commitments and Contingencies
Commitments
As of December 31, 2016, we continue to have commitments to various suppliers of raw materials (primarily sugar and
glass). Purchase obligations under these commitments are expected to total $620,000 in 2017, 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.
11.
Income Taxes
The provision for income taxes consisted of the following for the years ended December 31 (in thousands):
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Current
State
Foreign
Total
Deferred
Foreign
Total
Provision for income taxes
2016
2015
$
$
2
2
4
—
—
4
$
$
1
28
29
45
45
74
Loss before provision for income taxes was as follows for the years ended December 31 (in thousands):
United States
Foreign
Total
$
$
2016
2015
(271)
92
(179)
$
$
(1,059)
13
(1,046)
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
Stock-based compensation
Other
Provision for income taxes
2016
34.00 %
(40.87)
10.01
136.18
(171.34)
29.83
(2.19) %
2015
34.00 %
(0.52)
(3.99)
(28.79)
—
(7.78)
(7.08) %
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
Stock-based compensation
Tax effected state benefit
Other
Total deferred tax asset
Valuation allowance
Net deferred tax asset
2016
2015
$
$
19,407
—
3
403
963
76
20,852
(20,852)
—
$
$
18,455
2
5
1,594
943
98
21,097
(21,097)
—
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 years ended December 31, 2016 and December 31, 2015, the valuation allowance
decreased by $245,000 and increased by $301,000, respectively. Upon the adoption of ASU 2016-09 during 2016, the
Company recognized $954,000 in deferred tax benefits from approximately $2.5 million of federal net operating losses
attributable to share-based income tax deductions that exceeded the amount that had been recognized for financial reporting
purposes. This amount is fully reserved by a valuation allowance, so there was no impact on net loss for 2016.
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.
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At December 31, 2016, we had net operating loss carry-forwards for income tax purposes in the United States of $58.5
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, 2016 and 2015.
The tax years that remain open to examination by the taxing authorities are 2012 – 2016, 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, 2016 and 2015, 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, 2016, the resulting withholding tax provision would not be material to our financial condition or
results of operations.
12.
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
Other countries
Total fixed assets
2016
2015
12,350
2,958
359
15,667
$
$
9,567
3,656
368
13,591
25
—
25
$
$
37
—
37
$
$
$
$
During the years ended December 31, 2016 and 2015, three of our customers represented approximately 49% and 33%,
respectively of revenues.
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13.
Selected Quarterly Financial Information (unaudited)
Summarized quarterly financial information for fiscal years 2016 and 2015 is as follows (dollars in thousands, except per
share data):
2016 quarter:
Revenue
Gross profit
Income (loss) from operations
Net income (loss)
Basic and diluted income (loss) per share
2015 quarter:
Revenue
Gross profit
(Loss) income from operations
Net loss
Basic and diluted loss per share
Numbers may not sum due to rounding.
Q1
Q2
Q3
Q4
$
4,274
1,172
66
49
0.00
$
4,304
1,086
(6)
(65)
(0.00)
$
4,083
1,101
87
69
0.00
$
3,006
740
(232)
(236)
(0.01)
Q1
Q2
Q3
Q4
$
2,893
742
(229)
(278)
(0.01)
$
4,262
1,053
(92)
(116)
(0.00)
$
3,763
949
3
(179)
(0.00)
$
2,674
501
(438)
(545)
(0.01)
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, 2016. 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, 2016.
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 Principal Financial
Officer, conducted an evaluation of our internal control over financial reporting as of December 31, 2016, based on the
framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
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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, 2016.
There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2016
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 2017 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, 2016, 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 2017 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,
2016, our fiscal year end.
ITEM 12.
RELATED SHAREHOLDER MATTERS.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
Certain information called for by Part III, Item 12, will be included in our proxy statement relating to our 2017 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, 2016, our fiscal
year end.
Equity Compensation Plan Information
The following table gives information as of December 31, 2016, 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
(c) Number of
Securities Remaining
Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
(a))
Plan Category
Equity Compensation Plans Approved by Shareholders
3,663,716
$
Equity Compensation Plans Not Approved by Shareholders
N/A
TOTAL
3,663,716
$
0.54
N/A
0.54
3,874,309 (1)(2)
N/A
3,874,309 (1)(2)
_______________________________________
(1) Consisted of (a) 3,574,309 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, 2016, the total number of shares of common stock authorized for issuance under the Plan
increased by 1,300,000 shares to an aggregate of 9,484,032. As of January 1, 2017, 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 10,784,032
shares.
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ITEM 13.
INDEPENDENCE.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
Information called for by Part III, Item 13, will be included in our proxy statement relating to our 2017 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, 2016, our fiscal year end.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
Information called for by Part III, Item 14, will be included in our proxy statement relating to our 2017 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, 2016,
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.
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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 23, 2017
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/ 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 23, 2017
Director
Director
Director
Director
Director
March 23, 2017
March 23, 2017
March 23, 2017
March 23, 2017
March 23, 2017
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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,
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)
3.2
4.1
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)
Form of 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++
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.)
10.2++
Loan and 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 10.1 to our current report on Form 8-K, filed January 3, 2014; File No. 000-28820.)
10.3
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.)
10.4
10.5
10.6
10.7++
10.8
10.9++
Second Modification to Loan and Security Agreement dated as of May 13, 2015, 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 10.2 to our current report on
Form 8-K, filed January 7, 2016.)
Third Modification to Loan and Security Agreement dated as of December 18, 2015, 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 January 7, 2016.)
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.)
10.10
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.)
10.11*
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.)
48
Table of Contents
10.12*
10.13*
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
(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.)
10.15*
10.16*
10.17*
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.)
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.)
10.18*
Compensation for Directors of Jones Soda Co. (Previously filed with, and incorporated herein by reference to,
Exhibit 10.10 to our annual report on Form 10-K, filed March 24, 2016; File No. 000-28820.)
21.1
23.1
31.1
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 24, 2016; 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.)
31.2
Certification by Max Schroedl, Chief Financial Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (Filed herewith.)
32.1
Certification by Jennifer L. Cue, Chief Executive Officer and Max Schroedl, Chief Financial Officer, 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.
++
49
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference into Registration Statement Nos. 333-103939, 333-157978, 333-
109173 and 333-176386 on Form S-8 of our report dated March 23, 2017, relating to the 2016 and 2015
consolidated financial statements of Jones Soda Co. and subsidiaries (the "Company") (which report expresses an
unqualified opinion and includes an emphasis of a matter paragraph expressing substantial doubt about the
Company's ability to continue as a going concern), appearing in this Annual Report on Form 10-K of the Company
for the year ended December 31, 2016.
/S/ PETERSON SULLIVAN LLP
Seattle, Washington
March 23, 2017
EXHIBIT 31.1
I, Jennifer L. Cue, certify that:
1.
I have reviewed this report on Form 10-K of Jones Soda Co.;
Sarbanes-Oxley Section 302(a) Certification
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 23, 2017
/s/ Jennifer L. Cue
Chief Executive Officer
EXHIBIT 31.2
I, Max Schroedl, certify that:
1.
I have reviewed this report on Form 10-K of Jones Soda Co.;
Sarbanes-Oxley Section 302(a) Certification
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 23, 2017
/s/ Max Schroedl
Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the Annual Report of Jones Soda Co. (the “Company”) on Form 10-K for the fiscal year ended
December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K”), I,
Jennifer L. Cue, Chief Executive Officer of the Company, and I, Max Schroedl, Chief Financial Officer, each
certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (15 U.S.C. 78m or 78o(d)); and
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ Jennifer L. Cue
Jennifer L. Cue
Chief Executive Officer
/s/ Max Schroedl
Max Schroedl
Chief Financial Officer