10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2016

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

Jamba, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32552	20-2122262
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File No.)	Identification No.)

6475 Christie Avenue, Suite 150, Emeryville, California 94608

(Address of principal executive offices)

Registrant’s telephone number, including area code: (510) 596-0100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.    Yes x    No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x    No ¨

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 definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨    No x

The number of shares of common stock of Jamba, Inc. issued and outstanding as of April 29, 2016 was 15,091,228.

JAMBA, INC.

QUARTERLY REPORT ON FORM 10-Q

QUARTERLY PERIOD ENDED MARCH 29, 2016

Item		Page
	PART I
	FINANCIAL INFORMATION
1.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	3
	CONDENSED CONSOLIDATED BALANCE SHEETS	3
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	4
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	5
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6
2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
4.	CONTROLS AND PROCEDURES	21
	PART II
	OTHER INFORMATION
1.	LEGAL PROCEEDINGS	22
1A.	RISK FACTORS	22
2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
3.	DEFAULTS UPON SENIOR SECURITIES	22
4.	MINE SAFETY DISCLOSURES	22
5.	OTHER INFORMATION	22
6.	EXHIBITS	23
	SIGNATURES	24

Exhibits

EX-10.1

EX-31.1

EX-31.2

EX-32.1

EX-32.2

EX-101

PART I - FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JAMBA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 29,			December 29,
	2016			2015
(Dollars in thousands, except share and per share amounts)
ASSETS
Current Assets:
Cash and cash equivalents	$	12,536		$	19,730
Receivables, net of allowances of $618 and $618		16,068			16,932
Inventories		770			818
Prepaid expenses and other current assets		5,158			6,533
Total current assets		34,532			44,013
Property, fixtures and equipment, net		18,221			18,744
Goodwill		1,184			1,184
Trademarks and other intangible assets, net		1,424			1,464
Other long-term assets		4,121			4,211
Total assets	$	59,482		$	69,616
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,922		$	3,815
Accrued compensation and benefits		2,533			3,788
Workers’ compensation and health insurance reserves		651			633
Accrued jambacard liability		26,569			29,306
Other current liabilities		16,508			18,093
Total current liabilities		48,183			55,635
Deferred rent and other long-term liabilities		8,195			8,990
Total liabilities		56,378			64,625
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock, $0.001 par value—30,000,000 shares authorized; 17,948,545 and 15,089,728      shares issued and outstanding at March 29, 2016, respectively, and 17,938,820 and      shares issued and 15,080,003 outstanding at December 29, 2015, respectively		18			18
Additional paid-in capital		404,538			403,605
Treasury shares, at cost		(40,009	)		(40,009	)
Accumulated deficit		(361,443	)		(358,623	)
Total stockholders’ equity		3,104			4,991
Total liabilities and stockholders’ equity	$	59,482		$	69,616

See Notes to Condensed Consolidated Financial Statements.

 3

JAMBA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	13-Week Period Ended
(Dollars in thousands, except share and per share amounts)	March 29, 2016			March 31, 2015
Revenue:
Company stores	$	11,953		$	47,728
Franchise and other revenue		6,801			4,776
Total revenue		18,754			52,504
Costs and operating expenses:
Cost of sales		2,962			12,407
Labor		4,158			16,088
Occupancy		2,036			6,835
Store operating		2,362			8,034
Depreciation and amortization		1,502			1,873
General and administrative		7,610			8,963
Loss (gain) on disposal of assets		109			(778	)
Store pre-opening		324			22
Store lease termination and closure		120			22
Other operating, net		271			706
Total costs and operating expenses		21,454			54,172
Loss from operations		(2,700	)		(1,668	)
Other income (expense), net:
Interest income		71			15
Interest expense		(59	)		(41	)
Total other income (expense), net		12			(26	)
Loss before income taxes		(2,688	)		(1,694	)
Income tax expense		(132	)		(26	)
Net loss		(2,820	)		(1,720	)
Less: Net income attributable to noncontrolling interest		-			31
Net loss attributable to Jamba, Inc.	$	(2,820	)	$	(1,751	)
Weighted-average shares used in computation of earnings per share attributable to Jamba, Inc.:           Basic		15,084,037			16,370,885
Diluted		15,084,037			16,370,885
Net loss per share attributable to common stockholders attributable to Jamba, Inc.           Basic	$	(0.19	)	$	(0.11	)
Diluted	$	(0.19	)	$	(0.11	)

See Notes to Condensed Consolidated Financial Statements.

 4

JAMBA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	13-Week Period Ended
(Dollars in thousands)	March 29, 2016			March 31, 2015
Cash flows used in operating activities:
Net loss	$	(2,820	)	$	(1,720	)
Adjustments to reconcile net loss to net cash used in operating      activities:
Depreciation and amortization		1,502			1,873
Store closure costs and gain on disposals		89			(540	)
Jambacard breakage income		(705	)		(1,022	)
Stock-based compensation		831			1,146
Bad debt and purchase obligation reserves		-			175
Deferred rent		(300	)		(261	)
Loss on investment		26			204
Changes in operating assets and liabilities:
Receivables		864			739
Inventories		48			(123	)
Prepaid expenses and other current assets		1,375			(2,345	)
Other long-term assets		61			962
Accounts payable		(2,121	)		(2,528	)
Accrued compensation and benefits		(1,255	)		(1,512	)
Workers’ compensation and health insurance reserves		18			369
Accrued jambacard liability		(2,032	)		(4,794	)
Other current liabilities		(1,584	)		4,532
Other long-term liabilities		(481	)		(610	)
Net cash used in operating activities		(6,484	)		(5,455	)
Cash flows (used in) provided by investing activities:
Capital expenditures		(812	)		(420	)
Proceeds from disposal of assets		-			2,333
Net cash (used in) provided by investing activities		(812	)		1,913
Cash flows  provided by (used in) financing activities:
Payment on capital lease obligations		(1	)		(12	)
Payments for treasury shares		-			(6,265	)
Proceeds pursuant to stock issuance		103			185
Net cash provided by (used in) financing activities		102			(6,092	)
Net decrease in cash and cash equivalents		(7,194	)		(9,634	)
Cash and cash equivalents at beginning of period		19,730			17,750
Cash and cash equivalents at end of period	$	12,536		$	8,116
Supplemental cash flow information:
Cash paid for interest	$	8		$	8
Cash paid for income taxes	$	9		$	-
Noncash investing and financing activities:
Property, fixtures and equipment in accounts payable	$	228		$	494
Non cash acquisition consideration	$	-		$	418

See Notes to Condensed Consolidated Financial Statements.

 5

JAMBA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS

Business

Jamba, Inc. consummated its initial public offering in July 2005. On March 10, 2006, Jamba, Inc. entered into an Agreement and Plan of Merger with Jamba Juice Company (the “Merger Agreement”). On November 29, 2006 (the “Merger Date”), Jamba, Inc. consummated the merger with Jamba Juice Company (the “Merger”) whereby Jamba Juice Company, which first began operations in 1990, became its wholly owned subsidiary.

Jamba, Inc. through its wholly-owned subsidiary, Jamba Juice Company, is a healthy, active lifestyle brand with a robust expanding global business driven by a portfolio of franchised and company-owned Jamba Juice^® stores and licensed JambaGO^® and Jamba Juice Express™ formats. The Jamba^® brand includes innovative product platforms and both licensed and company driven consumer packaged goods. The Company is a leading restaurant retailer of “better-for-you” specialty food and beverage offerings which include great tasting, whole fruit smoothies, fresh squeezed juices and juice blends, Energy Bowls™, and a variety of food items including, hot oatmeal, breakfast wraps, Artisan Flatbreads™, baked goods, and snacks. Jamba Juice Company continues to expand the Jamba brand by direct selling of consumer packaged goods (“CPG”) products, and by licensing its trademarks for CPG products sold through retail channels such as grocery stores, warehouse clubs, and convenience stores. The Company’s headquarters are located in Emeryville, California.

As of March 29, 2016, there were 885 Jamba Juice stores globally, consisting of 68 Company-owned and operated stores (“Company Stores”), 752 franchisee-owned and operated stores (“Franchise Stores”) in the United States, and 65 Franchise Stores in international locations (“International Stores”). The JambaGO^® business consists of approximately 2,000 licensed units located across the United States. JambaGO^® units are typically installed in K-12 schools, colleges, universities, Target Cafes, as well as other captive venues.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and consolidation 

 The accompanying unaudited condensed consolidated financial statements of Jamba, Inc. have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q. The December 29, 2015 Condensed Consolidated Balance Sheets was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results of the 13-week period ended March 29, 2016 are not necessarily indicative of the results of operations to be expected for the entire fiscal year.

The condensed consolidated financial statements include the accounts of the Company and its direct or indirect subsidiary, Jamba Juice Company. The accounts of Jamba Juice Southern California, LLC (“JJSC”) are included through April 28, 2015, when the Company sold its 88% interest in JJSC to the holder of JJSC’s noncontrolling interest. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications were made to the Company’s prior financial statements to conform to current year presentation. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 29, 2015.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates.

Earnings (Loss) Per Share

Earnings per share is computed in accordance with Accounting Standards Codification (“ASC”) 260, Earnings per Share. Basic earnings (loss) per share is computed based on the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed based on the weighted-average number of common shares and potentially dilutive securities, which includes preferred stock outstanding, outstanding warrants and outstanding options and restricted stock awards granted under the Company’s stock option plans.

 6

Anti-dilutive common stock equivalents totaling 1.8 million and 1.6 million were excluded from the calculation of diluted weighted-average shares outstanding for the 13-week periods ended March 29, 2016 and March 31, 2015, respectively.  Basic and diluted earnings (loss) per share do not differ given the net loss position as potentially dilutive securities are anti-dilutive.

Fair Value Measurement

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Level 1: Quoted prices are available in active markets for identical assets or liabilities.

Level 2: Inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable.

Level 3: Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions that market participants would use in pricing.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued amended guidance on revenue from contracts with customers which amended the existing accounting standards for revenue recognition. Accounting Standards Update (“ASU”) 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date to fiscal years beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted to the original effective date of the fiscal year beginning after December 15, 2016 (including interim reporting periods within those periods). The amendment guidance may be applied retrospectively to each prior period presented with the option to apply practical expedients or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently assessing what impact, if any, the adoption of this ASU will have on its Consolidated Financial Statements and related disclosure.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provides guidance on management’s responsibility to evaluate whether there is substantial doubt about the ability to continue as a going concern and to provide related disclosures. This guidance will be effective for annual periods ending after December 15, 2016, with early application permitted. The Company does not expect the adoption of this guidance to have a significant impact on its Consolidated Financial Statements and related disclosure.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. ASU 2015-11 applies to inventory that is measured using first-in, first-out (“FIFO”) or average cost method and requires measurement of that inventory at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance will be effective for the Company beginning fiscal year 2017, with early adoption permitted. The Company does not expect the adoption of this guidance to have a significant impact on its Consolidated Financial Statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The guidance will be effective for the Company beginning fiscal year 2018. The Company does not expect the adoption of this guidance to have a significant impact on its Consolidated Financial Statements and related disclosure.

In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The guidance will be effective for the Company beginning fiscal year 2019, with early adoption permitted. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. The Company is currently assessing the impact the adoption of this ASU will have on its Consolidated Financial Statements and related disclosure.

 In March 2016, the FASB issued ASU 2016-04, Recognition of Breakage for Certain Prepaid Stored-Value Products. The new guidance creates an exception under ASC 405-20, Liabilities-Extinguishments of Liabilities, to derecognize financial liabilities related to certain prepaid stored-value products using a revenue-like breakage model. The guidance will be effective for the Company beginning fiscal year 2018, with early adoption permitted. This guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently assessing what impact, if any, the adoption of this ASU will have on its Consolidated Financial Statements and related disclosure.

 7

In March 2016, the FASB issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement for an investor to retroactively apply the equity method when its increase in ownership interest in an investee triggers equity method accounting. The guidance will be effective for the Company beginning fiscal year 2017, with early adoption permitted. The amendments can be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. The Company is currently assessing what impact, if any, the adoption of this ASU will have on its Consolidated Financial Statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance will be effective for the Company beginning fiscal year 2017, with early application permitted. The Company is currently assessing what impact, if any, the adoption of this ASU will have on its Consolidated Financial Statements and related disclosure.

3. ASSETS HELD FOR SALE

In November 2014, the Company announced plans to transition to an asset light model through the refranchising of Company stores. In connection with that planned transition, 99 Company Stores and one unopened company store met the criteria as assets held for sale as of December 30, 2014. During fiscal 2015, an additional 125 stores met the criteria to be classified as assets held for sale increasing the total to 224 stores of which 176 stores were refranchised from assets held for sale. The 48 remaining stores were reclassified out of assets held for sale back to their original asset group based on management’s decision to retain the stores. As of March 29, 2016 and December 29, 2015 there are no stores in assets held for sale and $0 is reflected as held for sale in the accompanying Condensed Consolidated Balance Sheets.

The Company recognized a loss on disposal of assets of $0.1 million and a gain on disposal of assets of $0.8 million during the quarter ended March 29, 2016 and March 31, 2015, respectively. Gain on disposal of assets during the quarter ended March 31, 2015 included $1.9 million for sale of fixed assets of refranchised Company Stores. In addition, a loss of $1.1 million was recorded as a result of the reclassification of stores to assets held for sale. This adjustment reflected the lower of net book value or fair value for a certain group of stores.

4. FAIR VALUE MEASUREMENT

Financial Assets and Liabilities

The following instruments are not measured at fair value on the Company’s consolidated balance sheets but require disclosure of their fair values: cash and cash equivalents, accounts receivables, notes receivable and accounts payable. The estimated fair value of such instruments, excluding notes receivable, approximates their carrying value as reported on the consolidated balance sheets due to the short-term nature. The estimated fair value of notes receivable approximates its carrying value due to the interest rates aligning with market rates. The fair value of such financial instruments is determined using the income approach based on the present value of estimated future cash flows. The fair value of these instruments would be categorized as Level 2 in the fair value hierarchy, with the exception of cash and cash equivalents, which would be categorized as Level 1.

Non-financial Assets and Liabilities

The Company’s non-financial assets and liabilities primarily consist of long-lived assets, trademarks and other intangibles, and are reported at carrying value. They are not required to be measured at fair value on a recurring basis. The Company evaluates long-lived assets for impairment when facts and circumstances indicate that their carrying values may not be recoverable. Trademarks and other intangibles are evaluated for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

5. CREDIT AGREEMENT

On February 14, 2012, the Company entered into a Credit Agreement with Wells Fargo Bank, National Association (the “Lender”) which, as amended on November 1, 2012, July 22, 2013, November 4, 2013, December 30, 2014, and December 29, 2015 (as amended, the “Credit Agreement”), makes available to the Company a revolving line of credit in the amount of $10.0 million. The outstanding balance under the Credit Agreement bears interest at a LIBOR Market Index Rate based upon the rate for one month U.S. dollar deposits, plus 2.50% per annum. Under the terms of the Credit Agreement, the Company is required to either maintain minimum cash or consolidated EBITDA levels, minimum levels of tangible net worth and a minimum fixed charge coverage ratio. The Credit Agreement terminates July 22, 2016 or may be terminated earlier by the Company or by the Lender. This credit facility is subject to customary affirmative and negative covenants for credit facilities of this type, including limitations on the Company with respect to liens, indebtedness, guaranties, investments, distributions, mergers and acquisitions and dispositions of assets. The credit facility is evidenced by a revolving note made by the Company in favor of the Lender, is guaranteed by the Company and is secured by substantially all of its assets including the assets of its subsidiaries and a pledge of stock of its subsidiaries. In addition, the Credit Agreement replaced restricted cash requirements established in prior periods, as the line of credit also collateralizes the Company’s outstanding letters of credit of $0.6 million as of March 29, 2016.

 8

During the 13-week period ended March 29, 2016, there were no borrowings under the Credit Agreement. To acquire the credit facility, the Company incurred upfront fees which are being amortized over the term of the Credit Agreement. As of March 29, 2016 and December 29, 2015, the unamortized commitment fee amount was not material. As of March 29, 2016, the Company was not in compliance with all the financial covenants to the Credit Agreement, which will restrict any future borrowings.

6. SHARE-BASED COMPENSATION

Stock Options — A summary of stock option activity under the Plans as of March 29, 2016, and changes during the 13-week period then ended are presented below (shares in thousands):

						Weighted-Average
	Number of			Weighted-Average		Contractual Term		Aggregate
Options	Shares			Exercise Price		Remaining (years)		Intrinsic Value
Balance at December 29, 2015		1,530		$	12.42		5.76	$	3,960
Granted		150			12.35
Exercised		(10	)		10.58
Canceled		(98	)		14.99
Balance at March 29, 2016		1,572		$	12.26		6.15	$	3,108
Vested and expected to vest—March 29, 2016		1,412		$	12.11		5.81	$	3,106
Exercisable—March 29, 2016		719		$	10.70		2.62	$	3,083

During the 13-week period ended March 29, 2016, options exercisable for 150,000 shares of the Company’s common stock were granted under the 2013 Equity Incentive Plan at a weighted average grant date fair value of $12.35. The fair value of stock options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

	13-Week Period Ended
	March 29, 2016
Risk-free interest rate	1.5		%
Expected term (in years)		5.85
Expected volatility		42.2	%
Expected dividend yield		0.0	%

During the 13-week period ended March 31, 2015, options exercisable for 1.0 million shares of the Company’s common stock were granted under the 2013 Equity Incentive Plan at a weighted average grant date fair value of $6.04.  

Restricted Stock — Information regarding activities during the 13-week period ended March 29, 2016 for outstanding restricted stock units (RSUs) granted under the 2013 Equity Incentive Plan is as follows (shares in thousands):

				Weighted-Average
	Number of			Grant Date
RSUs	Shares			Fair Value
Non-vested at December 29, 2015		190		$	14.09
Granted		-			-
Vested		-			-
Forfeited		(15	)		13.89
Non-vested at March 29, 2016		175		$	14.11

During the 13-week period ended March 29, 2016, no RSUs were granted under the 2013 Equity Incentive Plan.During the 13-week period ended March 31, 2015, RSUs exercisable for 3,000 shares of the Company’s common stock were granted under the 2013 Equity Incentive Plan at a weighted average grant date fair value of $15.01.

 9

Performance Stock — No performance stock units were granted or vested during the 13-week periods ended March 29, 2016 or March 31, 2015.

Share-based compensation expense, which is included in general and administrative expenses, was $0.8 million and $1.1 million for the 13-week periods ended March 29, 2016 and March 31, 2015, respectively. At March 29, 2016, unvested share-based compensation for stock options and restricted stock awards, net of forfeitures, totaled $3.8 million. This expense will be recognized over the remaining weighted average vesting period of approximately 3 years.There was no income tax benefit related to share-based compensation expense during the 13-week periods ended March 29, 2016, and March 31, 2015.

In January 2016, in connection with the hiring of the Company’s new Chief Executive Officer, the Company agreed to grant equity awards to the new Chief Executive Officer, which included an award of 350,000 performance-based restricted stock units vesting upon achievement of compound annual stock price growth rate targets of 15%, 22.5% and 30% over a three-year period, 50,000 “premium-priced” stock options with an exercise price determined based on a 15% compound annual stock price growth rate over three years, and 150,000 stock options granted at 100% of fair market value on the grant date. The 150,000 stock options granted at 100% of fair market value on the grant date were granted in March 2016 and the 50,000 “premium-priced” stock options were granted in April 2016. The 350,000 performance-based restricted stock units will be granted subsequent to the 13-week period ended March 29, 2016, subject to the stockholders’ approval of the Company’s amendment of the Jamba Inc. 2013 Equity Incentive Plan authorizing the underlying shares to be issued.

7. STOCK REPURCHASES

On October 29, 2014, the Company’s Board of Directors authorized the repurchase of up to $25.0 million of shares of common stock over an 18-month period (the "2014 Stock Repurchase Program"). The Company’s Board of Directors authorized an increase to the Stock Repurchase Program of $15.0 million to a total of $40.0 million in May 2015 and an additional $5.0 million to a total of $45.0 million in September 2015, which expired on May 4, 2016. During the 13-week period ended March 29, 2016, the Company did not repurchase shares. Shares repurchased under the Stock Repurchase Program are considered treasury stock until retired. The Company's total shares of common stock repurchased since inception through March 29, 2016 was 2.9 million, at an average price per share of $13.99.

8. OTHER OPERATING, NET

For the 13-week periods ended March 29, 2016 and March 31, 2015, the components of other operating, net were as follows (in thousands):

	13-Week Period Ended
	March 29, 2016			March 31, 2015
Jambacard breakage income	$	(705	)	$	(1,022	)
Jambacard expense		160			111
CPG and JambaGO® direct expense		633			610
Franchise discount expense		193			274
Franchise sublease income		(261	)		(41	)
Franchise other expense		72			336
Bad debt		-			12
International expense		166			153
Loss on investments		26			204
Other		(13	)		69
Total other operating, net	$	271		$	706

9. COMMITMENTS AND CONTINGENCIES

The Company is a defendant in litigation arising in the normal course of business. Although there can be no assurance as to the ultimate disposition of these matters, it is the opinion of the Company’s management, based upon the information available at this time, that the expected outcome of these matters, individually or in the aggregate, will not have a material adverse effect on the results of operations, liquidity or financial condition of the Company.

10. RELATED-PARTY TRANSACTIONS

In the first quarter of fiscal 2016, the Company received $0.1 million from Country Pure Foods related to vendor supply chain management fees and less than $0.1 million from Sodexo related to licensing fees for Jamba units operated by Sodexo. One Jamba Juice Director is on the Board of Directors for Country Pure Foods and another Jamba Juice Director is an executive with Sodexo.

11. SUBSEQUENT EVENTS

On April 27, 2016, the Company executed an agreement for early termination of a store lease. The store was closed on December 29, 2015 and the estimated fair value of the lease termination obligation was accrued in fiscal 2015. The agreement will result in a reduction of store lease termination and closure costs of approximately $0.1 million, which will be recognized in the next quarter.

On May 4, 2016, the Company announced a plan to relocate its corporate headquarters from Emeryville, California to Frisco, Texas, a suburb of Dallas. The relocation process, including the consolidation of certain other operations of the Company, is expected to be completed within the next six to eight months. The Company expects to incur approximately $6.0 million related to its relocation of corporate headquarters as a result of personnel relocation, employee attrition, retention, severance and replacement, office relocation and other costs.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with our financial statements and related notes included elsewhere in this report. Except for historical information, the discussion in this report contains certain forward-looking statements that involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. In some cases, you can identify forward-looking statements by terminology, such as “may,” “should,” “could,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “forecast” and similar expressions (or the negative of such expressions). Forward-looking statements include, but are not limited to, statements concerning projected new store openings, revenue growth rates, and capital expenditures. Forward-looking statements are based on our beliefs as well as assumptions based on information currently available to us, including financial and operational information, the volatility of our stock price, and current competitive conditions. As a result, these statements are subject to various risks and uncertainties. For a discussion of material risks and uncertainties that the Company faces, see the discussion titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2015.

JAMBA, INC. OVERVIEW

Jamba, Inc. through its wholly-owned subsidiary, Jamba Juice Company, is a healthy, active lifestyle brand with a robust global business driven by a portfolio of franchised and company-owned Jamba Juice^® stores and licensed JambaGO^® and Jamba Juice Express™ formats. The Jamba^® brand includes innovative product platforms and both licensed and company driven consumer packaged goods. We are a leading restaurant retailer of “better-for-you” specialty food and beverage offerings which include great tasting, whole fruit smoothies, fresh squeezed juices and juice blends, Energy Bowls™, and a variety of food items including, hot oatmeal, breakfast wraps, sandwiches, Artisan Flatbreads™, baked goods, and snacks. Jamba Juice Company continues to expand the Jamba brand by direct selling of CPG products, and by licensing its trademarks for CPG products sold through retail channels such as grocery stores, warehouse clubs, and convenience stores.

Jamba, Inc. was incorporated in January 2005, and went public through an initial public offering later that year. In November 2006, the Company completed its acquisition of Jamba Juice Company, which first began operations in 1990. As of March 29, 2016, there were 885 Jamba Juice stores globally, consisting of 68 Company Stores, 752 Franchise Stores in the United States, and 65 International Stores.

All references to store counts, including data for new store openings, are reported net of related store closures, unless otherwise noted.

EXECUTIVE OVERVIEW

Key Overall Strategies      

We entered 2016 with our refranchising efforts completed resulting in over 90% of Jamba Juice stores now being franchisee owned and operated. In the first quarter, we also successfully executed a transition of the Company leadership, which combined with the refranchising effort, positions us for a new, exciting era in Jamba’s history. As we move forward in our new model, our vision will continue to be to inspire and simplify healthy living. In order to do that we will be pursuing five core strategies which are described in the following paragraphs.

Build A Great Brand - First we will position Jamba as a youthful and contemporary brand that brings our vision to life through aspirational products and programs; a brand that inspires and simplifies healthy living for our customers, for our franchisees, for our employees, and for the communities we serve. We will strive to make Jamba more accessible, allowing consumers to find our products in places like airports, colleges, malls, and resorts, as well as in our traditional stores. Through the ongoing development of innovative, on-trend products we will provide consumers with healthier food and beverage options that are not only better for them, but are also affordable.

Focus on the Stores - Our second core strategy is to build a customer and store-centric operating philosophy through a franchise-focused support organization that puts the customer at the center of everything we do. The primary focus of our entire organization will be on our stores. We will create and deploy tools and programs to ensure that the experiences guests have in every Jamba store exceed their expectations, that our stores represent the fun, vibrant essence of our brand, and that our team members and franchise partners feel rewarded and proud to be associated with our brand. We will filter all other activities through this lens.

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Drive Sales and Transactions Through Innovation – We will increase sales and transactions through innovation and compelling product offerings. This approach will continue to strengthen our leadership position within our core categories of smoothies, juices, and bowls. We will support these with enhanced marketing and communication activation, promoting our better for you brand positioning and the quality of our ingredients. We will also expand and enhance our offerings in complementary food as well as work to offset the natural effects of seasonality on our business with the development of hot beverages.

Improve Store Profitability Through Simplification – We will partner with our franchisees to continue the progress begun in 2015 toward improving store level profitability through productivity and operations simplification. We will introduce continuous supply chain enhancements, four-wall optimization plans and increased labor efficiency. Investments in emerging technologies will also be made to upgrade our operating platforms, creating a more efficient and productive environment for our owners. Finally, we will continue to explore ways to further reduce the investment cost of new units thus improving the profitability of our expansion activity.

Expand Our Footprint – Lastly, our previous strategies will unlock our ability to continue the expansion of the Jamba^® footprint both domestically and internationally through new unit development across all store formats. With aggressive franchise recruitment and development, and the expansion of our existing markets, we will increase the growth of both traditional and non-traditional stores. Our Jamba Juice Express™ and JambaGO^® formats provide flexible options with lower costs-to-build, allowing us to penetrate a wide array of venues and markets that may not support a traditional store format.

In short, our future activities will see us focus on the things that our customers expect of us. Through a disciplined focus on these core strategies, we will position the Company to compete and win by providing exciting new products for our consumers, improving profitability for our franchise partners and investors, supporting our communities, and increasing our footprint globally and domestically. We will continue to inspire and simplify healthy living for all of our stakeholders; our customers, our franchisees, our employees and the communities in which we operate.

2016 First Quarter Financial Summary

· System-wide comparable sales (includes both Company and Franchise Stores) decreased 2.1% for the quarter. Company Store comparable sales increased 0.2% for the quarter and Franchise Store comparable sales decreased 2.4% for the quarter compared to the prior year. System-wide and Franchise Store comparable store sales are non-GAAP financial measures and represent the change in year-over-year sales, opened for at least one full fiscal year.

· Total revenue for the quarter decreased 64.3% to $18.8 million from $52.5 million for the prior year, primarily due to the reduction in the number of Company Stores as part of the Company’s refranchising initiative.

· Total Company-owned stores at the end of the first quarter of 2016 was 68, compared to 259 at the end of the first quarter of 2015.

· Net loss attributable to Jamba, Inc. was $(2.8) million compared to $(1.8) million for the prior year.

· General and administrative expenses for the 13-weeks ended March 29, 2016 decreased 15.1% to $7.6 million compared with $9.0 million for the prior year period.

· At March 29, 2016, there were 68 Company Stores and 817 Franchise Stores, of which 752 are located domestically and 65 are located internationally.

 Fiscal 2016 First Quarter Business Highlights

Accessible and Affordable Brand

Our commitment to the ongoing development of better-for-you food and beverage options for consumers continues to drive traffic into our stores. In 2016 we began with the introduction in the first quarter of our new “Superfood Smoothies”, Tropical Pitaya™ Smoothie and Acai Berry Charger™ Smoothie. We also introduced our Pitaya Energy Bowl™, putting a creamy tropical twist on a classic parfait.

Also in the first quarter, we continued to support the community through our corporate social responsibility initiatives under the banner of “Team Up For a Healthy Whirl’d”. For three weeks in the first quarter of 2016, we executed a nationwide fundraising campaign to support the American Heart Association (AHA) that not only supported the cause, but also drove incremental visits. Our Company and Franchise Stores engaged with local consumers through fundraising and special events for the AHA, representing the third consecutive year of Jamba’s support for this important organization.

To further enhance the customer experience in our stores, we expanded programs with strategic partners in the digital and social media space, including Spendgo, Fishbowl, Twitter, and others. Membership in our Jamba Insider Rewards (“JIR”) program continues to add to the more than two million existing loyalty members. Also, in the first quarter of 2016, work continued towards updating the Jamba Juice mobile application (“app”) that was launched in the second half of 2015. Consumer adoption of the app increased significantly in the first three months of 2016. The app helps customers locate stores, order ahead, speed up transactions and improve the online and in-store experience.

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Customer and Store-Centric Operating Philosophy

During the first quarter of 2016, we continued our transition to being a top tier franchisor by refocusing our team on support to our stores and to our customers. During our 2016 Franchise Leadership Conference held in March, we emphasized that focus with all of our partners and team members and re-enforced our commitment to a store-centric operating philosophy. In addition to our great-tasting products, we have an ongoing mission to provide customers with an enhanced in-store experience. Usage of our Jamba order-ahead app increased with over 122,000 installs, resulting in reduced wait times and simplified ordering. Further enhancements to the app are planned for the second half of 2016.

In addition, in putting our customers at the heart of everything we do, we have introduced analytical tools that allow our franchisees to monitor and improve operational metrics, and in the first quarter of 2016, Jamba’s overall satisfaction scores remained at the top of our industry peers.

Driving Sales and Transactions through Product Innovation

Jamba continues to be the number one smoothie brand in the country. In addition, our made-to-order, fresh fruit and vegetable juice platform is now available in over 550 locations, making Jamba the leading retailer of fresh-squeezed, made-to-order juices. This platform is comprised of made-to-order juices and smoothies blended with fresh, whole fruits and vegetables like kale, apples, cucumbers, ginger and chia seeds. Also, during the first quarter, we expanded our line of made-to-order bowls to include a Pitaya Energy offering, which are now available in stores nationwide. Jamba Energy Bowls, served in convenient, portable servings, are a nutritious blend of real, whole fruit and soymilk or fresh Greek yogurt, topped with an assortment of dry toppings and fresh fruits.

Our product development will continue to be guided by our commitment to providing consumers with fresh, nutritional ingredients, great-tasting food and beverages, at affordable prices. We are confident that our pipeline of new product remains strong for the remainder of 2016 and beyond. Our new products will continue to drive new and existing customers into our stores and will help franchise profitability through increased transactions. Our on-trend, better-for-you positioning continues to make Jamba a leading healthy lifestyle brand.

Operations Simplification

As we transition to 2016 with the completion of our move to a franchise business model, we are highly focused on improving franchisee profitability and 4-wall store margins. During the first quarter of 2016, we continued to operationalize several key initiatives that were launched in 2015, which make a significant positive impact on costs of goods and labor. Continuous improvements in speed of service are helping to offset minimum wage increases to help manage labor costs and improve customer satisfaction. Our supply chain optimization efforts have significantly aided in offsetting the inflationary impact of commodity price increases.

In addition, during the first quarter of 2016, we began the rollout of our new and improved BlendTec blenders. These new blenders improve the quality of our finished products, improve the speed of service and reduce the noise levels within our stores. Approximately, 30% of our system has installed the new blenders and this rollout will continue across the system for the balance of 2016.

Global Expansion

As of March 29, 2016, there were 885 Jamba Juice^® stores globally, represented by 68 Company Stores and 752 Franchise Stores, of which 43 were Jamba Juice Express™ in the United States, and 65 International Stores. The system is comprised of approximately 92% Franchise and International Store locations and 8% Company Store locations. As of March 29, 2016, we had approximately 2,000 JambaGO^® units in operation nationwide.

A primary growth driver of our enterprise will be global new unit development. During the quarter, we opened 13 U.S. locations, including two co-branded pilot locations with Bruegger’s and three Jamba Juice Express™ units. At the end of the first quarter of 2016, we had international master development agreements with partners in Indonesia, Thailand, South Korea, the Philippines, Mexico and the countries of the Gulf Cooperation Council (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates). During the first quarter, we opened three new locations in the Philippines, the U.A.E., and South Korea.

Our shift to an asset-light business model means the Jamba system is now comprised of greater than 90% franchise-locations, up from 70% in 2014 following the completion of our refranchising initiatives in 2015. This transition in our core business model will continue to facilitate a more streamlined cost structure enabling faster execution and an enhanced focus on our franchisees and our growth initiatives.

Additionally, on May 4, 2016, we announced the relocation of our corporate headquarters from Emeryville, California to Frisco, Texas, a suburb of Dallas. We expect to complete the relocation in the next six to eight months. The move is intended to, among other things, reduce costs, attract and retain talent and provides a more central location for our market expansion plans. In connection with this relocation, we expect to incur charges of approximately $6.0 million, associated with personnel relocation, employee attrition, retention, severance and replacement, office relocation and other costs. These charges are expected to be incurred in the third and fourth quarter of fiscal year 2016.

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RESULTS OF OPERATIONS — 13-WEEK PERIOD ENDED MARCH 29, 2016 AS COMPARED TO 13-WEEK PERIOD ENDED MARCH 31, 2015 (UNAUDITED)

	13-Week Period Ended March 29, 2016			% (1)			13-Week Period Ended March 31, 2015			% (1)
Revenue:
Company stores	$	11,953			63.7	%	$	47,728			90.9	%
Franchise and other revenue		6,801			36.3	%		4,776			9.1	%
Total revenue		18,754			100.0	%		52,504			100.0	%
Costs and operating expenses:
Cost of sales		2,962			24.8	%		12,407			26.0	%
Labor		4,158			34.8	%		16,088			33.7	%
Occupancy		2,036			17.0	%		6,835			14.3	%
Store operating		2,362			19.8	%		8,034			16.8	%
Depreciation and amortization		1,502			8.0	%		1,873			3.6	%
General and administrative		7,610			40.6	%		8,963			17.1	%
Loss (gain) on disposal of assets		109			0.6	%		(778	)		(1.5	)%
Store pre-opening		324			1.7	%		22			0.0	%
Store lease termination and closure		120			0.6	%		22			0.0	%
Other operating, net		271			1.4	%		706			1.3	%
Total costs and operating expenses		21,454			114.4	%		54,172			103.2	%
Loss from operations		(2,700	)		(14.4	)%		(1,668	)		(3.2	)%
Other income (expense), net:
Interest income		71			0.4	%		15			0.0	%
Interest expense		(59	)		(0.3	)%		(41	)		(0.1	)%
Total other income (expense), net		12			0.1	%		(26	)		(0.1	)%
Loss before income taxes		(2,688	)		(14.3	)%		(1,694	)		(3.3	)%
Income tax expense		(132	)		(0.7	)%		(26	)		(0.0	)%
Net loss		(2,820	)		(15.0	)%		(1,720	)		(3.3	)%
Less: Net income attributable to noncontrolling interest		-			0.0	%		31			0.1	%
Net loss attributable to Jamba, Inc.	$	(2,820	)		(15.0	)%	$	(1,751	)		(3.2	)%

______________________

⁽¹⁾ Cost of sales, labor, occupancy and store operating percentages are calculated using Company Stores revenue. All other line items are calculated using total revenue.

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Revenue

(in thousands)

	13-Week Period Ended March 29, 2016		% of Total Revenue			13-Week Period Ended March 31, 2015		% of Total Revenue
Revenue:
Company stores	$	11,953		63.7	%	$	47,728		90.9	%
Franchise and other revenue		6,801		36.3	%		4,776		9.1	%
Total revenue	$	18,754		100.0	%	$	52,504		100.0	%

Total revenue is comprised of revenue from Company Stores, royalties and fees from Franchise Stores in the U.S. and from International Stores, income from JambaGO^® locations, license income from sales of Jamba-branded CPG products and direct sales of CPG products. Total revenue for the 13-week period ended March 29, 2016 was $18.8 million, a decrease of $33.8 million, or 64.3%, compared to $52.5 million for the 13-week period ended March 31, 2015. The decrease in total revenue was primarily due to a decrease in Company Stores for the quarter compared to the prior year. For the quarter ended March 29, 2016 we had 68 Company Stores compared to 259 in the prior year.

Company Store revenue

Company Store revenue for the 13-week period ended March 29, 2016 was $12.0 million, a decrease of $35.8 million or 75.0%, compared to Company Store revenue of $47.7 million for the 13-week period ended March 31, 2015. The decrease in Company Store revenue was primarily due to a decrease in the number of Company Stores primarily as a result of our refranchising activities, partially offset by an increase in Company Store comparable sales as illustrated by the following table:

	Company Store Decrease in Revenue
	(in thousands)
First Quarter 2016 vs. First Quarter 2015:
Company Stores comparable sales increase	$	21
Reduction in number of Company Stores, net		(35,796	)
Total change in Company Store revenue	$	(35,775	)

Company Store comparable sales was essentially flat for the 13-week period ended March 29, 2016, or 0.2%, attributable to an increase of 4.7% in average check offset by a decrease in transaction count of (4.5)% as compared to the same period in the prior year. Company Store comparable sales represents the change in year-over-year sales for all Company Stores opened for at least a full fiscal year. As of March 29, 2016, 98.5% of our Company Stores had been open for at least one full year.

Franchise and other revenue

Franchise and other revenue was $6.8 million, an increase of $2.0 million or 42.4% for the 13-week period ended March 29, 2016 compared to $4.8 million for the 13-week period ended March 31, 2015. The increase was primarily due to the increase in royalties associated with the net increase in the number of Franchise and International Stores offset by the Franchise Store comparable store sales decrease of (2.4)%.

The aggregate number of Franchise and International Stores as of March 29, 2016 and March 31, 2015 was 817 and 605, respectively.

Cost of Sales

Cost of sales is mostly comprised of fruit, dairy, and other products used to make smoothies and juices, paper products, and delivery fees at Company Stores. As a percentage of Company Store revenue, cost of sales decreased to 24.8% for the 13-week period ended March 29, 2016, compared to 26.0% for the 13-week period ended March 31, 2015. The decrease in cost of sales as a percentage of Company Store revenue was primarily due to retail price increase (approximately 1.2%) combined with lower discounting (approximately 0.2%), partially offset by higher product mix shift related to the expanded bowl and fresh-squeezed juice offerings (approximately 0.2%). Cost of sales for the 13-week period ended March 29, 2016 was $3.0 million, a decrease of $9.4 million, or 76.1%, compared to $12.4 million for the 13-week period ended March 31, 2015, primarily related to the lower Company Store base as a result of refranchising initiatives.

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Labor

Labor costs are comprised of store management salaries and bonuses, hourly team member payroll, training costs and other associated fringe benefits. As a percentage of Company Store revenue, labor costs were 34.8% for the 13-week period ended March 29, 2016 compared to 33.7% for the 13-week period ended March 31, 2015. The increase was primarily attributable to an increase in California wage rate effective January 1, 2016 (approximately 1.2%) along with portfolio mix shift to higher labor percentage of Chicago stores (approximately 0.3%) as a result of refranchising activities, partially offset by lower compensation incentive payout (approximately 0.3%). Labor costs for the 13-week period ended March 29, 2016 were $4.2 million, a decrease of $11.9 million, or 74.2%, compared to $16.1 million for the 13-week period ended March 31, 2015, which is primarily due to the decrease in number of Company Stores as a result of our refranchising activities.

Occupancy

Occupancy costs include both fixed and variable portions of rent, common area maintenance charges, property taxes, licenses and property insurance for all Company Store locations. As a percentage of Company Store revenue, occupancy costs increased to 17.0% for the 13-week period ended March 29, 2016, compared to 14.3% for the 13-week period ended March 31, 2015. The increase in occupancy costs as a percentage of Company Store revenue was primarily due to the refranchising of Company Stores that carried a lower rent as a percentage of Company Store revenue. Occupancy costs for the 13-week period ended March 29, 2016 were $2.0 million, a decrease of $4.8 million, or 70.2%, compared to $6.8 million for the 13-week period ended March 31, 2015, which is primarily due to the decrease in number of Company Stores as a result of our refranchising activities.

Store Operating

Store operating expenses consist primarily of various store-level costs such as utilities, marketing, repairs and maintenance, credit card fees and other store operating expenses. As a percentage of Company Store revenue, total store operating expenses increased to 19.8% for the 13-week period ended March 29, 2016, compared to 16.8% for the 13-week period ended March 31, 2015. The increase in total store operating expenses as a percentage of Company Store revenue was primarily due to higher marketing costs as a result of timing differences (approximately 1.3%), higher software/hardware expenses (approximately 0.8%) and higher utility costs (approximately 0.6%). Total store operating expenses for the 13-week period ended March 29, 2016 were $2.4 million, a decrease of $5.7 million, or 70.6%, compared to $8.0 million for the 13-week period ended March 31, 2015.

Depreciation and Amortization

Depreciation and amortization expenses include the depreciation of fixed assets and the amortization of intangible assets. As a percentage of total revenue, depreciation and amortization increased to 8.0% for the 13-week period ended March 29, 2016, compared to 3.6% for the 13-week period ended March 31, 2015. The increase in depreciation and amortization as a percentage of total revenue was primarily due to the discontinuation of depreciation relating to stores in assets held for sale prior to their refranchising in the prior year and an increase in depreciation relating to capitalized information technology corporate programs in the current year. Depreciation and amortization for the 13-week period ended March 29, 2016 was $1.5 million, a decrease of $0.4 million, or 19.8%, compared to $1.9 million for the 13-week period ended March 31, 2015.

General and Administrative

General and administrative (G&A) expenses include costs associated with our corporate headquarters in Emeryville, CA, field supervision, performance related incentives, outside and contract services, accounting and legal fees, travel and travel-related expenses, share-based compensation and other G&A expenses. Total G&A expenses for the 13-week period ended March 29, 2016 were $7.6 million, a decrease of $1.4 million, or 15.1%, compared to $9.0 million for the 13-week period ended March 31, 2015. The decrease of total G&A expenses was primarily due to head count reduction due to the restructuring for an asset-light model (approximately $1.3 million), decrease travel expense (approximately $0.1 million) and lower software/hardware expense (approximately $0.1 million), partially offset by an increase of legal, professional and outside services charges (approximately $0.2 million).

Loss (gain) on Disposal of Assets

Loss or (gain) on disposal of assets includes losses from disposal of assets and gains from the refranchising of Company Stores and sales of related furniture, fixtures and equipment. For the 13-week period ended March 29, 2016, loss on disposal of assets was $0.1 million compared to a $0.8 million gain for the 13-week period ended March 31, 2015, an increase of $0.9 million. The change was primarily due to the gain on refranchising of Company Stores in the first quarter of 2015 relating to our refranchising initiative. The refranchising initiative was completed in the fourth quarter of fiscal 2015.

Store Pre-Opening

For the 13-week period ended March 29, 2016, store pre-opening expense was $0.3 million compared to less than $0.1 million for the 13- week period ended March 31, 2015, an increase of $0.3 million. The increase was primarily due to an increase in the number of Franchise stores being opened this year (approximately $0.1 million), and the rent associated with a store closed for remodeling (approximately $0.1 million).

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Store Lease Termination and Closure

For the 13-week period ended March 29, 2016, store lease termination and closure costs were $0.1 million compared to less than $0.1 million for the 13- week period ended March 31, 2015.

Other Operating, Net

Other operating, net consists primarily of income from jambacard breakage, jambacard-related fees, franchise expense, international expense, gain/loss on investments, bad debt expense, and CPG and JambaGO^® activities. For the 13-week period ended March 29, 2016, other operating, net was $0.3 million compared to $0.7 million for the 13-week period ended March 31, 2015. Changes in the components of other operating, net include a decrease in franchise other expense relating to one-time expenses in prior year (approximately $0.3 million), increase in franchise sublease income due to increase in subleased franchise stores (approximately $0.2 million), a decrease in equity loss of an investment (approximately $0.2 million), decrease in franchise discount expense (approximately $0.1 million), partially offset by a decrease in jambacard breakage income (approximately $0.3 million).

Income Tax Expense

We have recorded income tax expense for both the 13-week periods ended March 29, 2016 and March 31, 2015, respectively. Our effective income tax rates were (4.9)% and (2.0)% for the 13-week periods ended March 29, 2016 and March 31, 2015, respectively. For the 13-week periods ended March 29, 2016 and March 31, 2015, the effective tax rates were primarily affected by pre-tax loss, foreign withholding and the U.S. alternative minimum taxes in the respective periods.

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KEY FINANCIAL METRICS AND NON-GAAP MEASURES

We review and discuss our operations based on both financial and non-financial metrics. Among the key financial metrics upon which management focuses is reviewing our performance based on our consolidated GAAP results, including Company Store comparable sales. We also use certain supplemental, non-GAAP financial metrics in evaluating financial results, including Franchise Store comparable sales and system-wide comparable sales.

Company Store comparable sales represents the change in year-over-year sales for all Company Stores opened for at least one full year. Franchise Store comparable sales, a non-GAAP financial measure, represents the change in year-over-year sales for all Franchise Stores opened for at least one full year, as reported by franchisees and excludes International Stores. System-wide comparable store sales, a non-GAAP financial measure, represents the change in year-over-year sales for all Company and Franchise Stores opened for at least one full year and is based on sales by both company-owned and domestic franchise-operated stores, as reported by franchisees, which are in the store base. System-wide comparable store sales do not include International Stores, JambaGO^® units and Jamba Juice Express™.

Company Stores sold in refranchising transactions are included in the store base for each accounting period of the fiscal quarter in which the store was sold to the extent the sale is consummated at least three days prior to the end of such accounting period, but only for the days such stores have been company-owned. Thereafter, such stores are excluded from the store base until such stores have been franchise-operated for at least one full fiscal period at which point such stores are included in the store base and compared to sales in the comparable period of the prior year. Comparable store sales exclude closed locations.

We review the increase or decrease in Company Store comparable sales, Franchise Store comparable sales and system-wide comparable sales compared with the same period in the prior year to assess business trends and make certain business decisions. We believe that Franchise Store comparable sales and system-wide comparable sales data, non-GAAP financial measures, are useful in assessing the overall performance of the Jamba brand and, ultimately, the performance of the Company.

The following table sets forth operating data that do not otherwise appear in our condensed consolidated financial statements as of, and for, the 13-week period ended March 29, 2016, and the 13-week period ended March 31, 2015:

	13-Week Period Ended
	March 29, 2016			March 31, 2015
Percentage change in Company Store comparable sales(1)		0.2	%		6.0	%
Percentage change in Franchise Store comparable sales(1)		(2.4	)%		4.2	%
Percentage change in system-wide comparable sales(2)		(2.1	)%		5.0	%
Total Company Stores		68			259
Total Franchise Stores		752			546
Total International Stores		65			62

⁽¹⁾ Percentage change in Company Store or Franchise Store comparable sales compares the sales of the specified stores during the 13-week period to the sales from the same set of stores for the equivalent period in the prior year. A store is included in this calculation after one full year of operations. Company Store comparable sales do not include Franchise Store sales.

⁽²⁾ Percentage change in system-wide comparable sales compares the combined sales of Company and Franchise Stores during a 13-week period to the combined sales from the same Company and Franchise Stores for the equivalent period in the prior year. A store is included in this calculation after one full year of operations.

The following table sets forth certain data relating to Company Stores, Franchise and International Stores for the periods indicated:

	13-Week Period Ended March 29, 2016						13-Week Period Ended March 31, 2015
	Domestic			International			Domestic			International
Company Stores:
Beginning of period		70			-			263			-
Company Stores opened		-			-			-			-
Company Stores closed		(2	)		-			-			-
Company Stores acquired from franchisees		-			-			-			-
Company Stores sold to franchisees					-			(4	)		-
Total Company Stores		68			-			259			-
Franchise and International Stores:
Beginning of period		748			75			543			62
Franchise Stores opened		13			3			4			3
Franchise Stores closed		(9	)		(13	)		(5	)		(6	)
Franchise Stores acquired by the Company		-			-			-			-
Franchise Stores purchased from the Company		-			-			4			-
Total Franchise and International Stores		752			65			546			59

 18

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows Summary

 The following table summarizes our cash flows for the 13-week periods ended March 29, 2016 and March 31, 2015 (in thousands):

	13-Week Period Ended
	March 29, 2016			March 31, 2015
Net cash used in operating activities	$	(6,484	)	$	(5,455	)
Net cash (used in) provided by investing activities		(812	)		1,913
Net cash provided by (used in) financing activities		102			(6,092	)
Net decrease in cash and cash equivalents	$	(7,194	)	$	(9,634	)

Liquidity

As of March 29, 2016, we had cash and cash equivalents of $12.5 million compared to $19.7 million as of December 29, 2015. As of March 29, 2016 and December 29, 2015, we had no short term or long term debt. Our primary sources of liquidity are cash flows provided by operating activities. In the future, we may enter equipment leasing arrangements and incur additional indebtedness as necessary and as permitted under our Credit Agreement. We cannot assure, however, that such financing will be available on favorable terms or at all.

We expect that our cash on hand and future cash flows provided by operating activities and our refranchising initiative will be sufficient to fund our working capital and general corporate needs and the non-discretionary capital expenditures for the foreseeable future. Our primary liquidity and capital requirements are for working capital and general corporate needs and the planned fiscal 2016 capital expenditures. The use of cash to fund discretionary capital expenditures will be based on the need to conserve our capital. Additionally, we expect to incur approximately $6.0 million in personnel relocation, employee attrition, retention, severance and replacement, office relocation and other costs related to our relocation of our corporate headquarters, and approximately $2.0 million in capital costs related to the buildout of our corporate headquarters and data center migration.

Under the terms of the Credit Agreement, the Company is required to either maintain minimum cash or consolidated EBITDA levels and minimum levels of tangible net worth and a minimum fixed charge coverage ratio. The Credit Agreement terminates July 22, 2016, or may be terminated earlier by us or by the Lender. This credit facility is subject to customary affirmative and negative covenants for credit facilities of this type, including limitations on us with respect to liens, indebtedness, guaranties, investments, distributions, mergers and acquisitions and dispositions of assets. The credit facility is evidenced by a revolving note made by us in favor of the Lender, is guaranteed by us and is secured by substantially all of our assets including the assets of our subsidiaries and a pledge of stock of our subsidiaries.

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During the 13-week period ended March 29, 2016, there were no borrowings under the Credit Agreement, though the line of credit collateralizes outstanding letters of credit in an amount of $0.6 million (replacing restricted cash requirements established in prior periods). To acquire the credit facility, we incurred upfront fees which are being amortized over the term of the Credit Agreement. As of March 29, 2016, the unamortized commitment fee amount was not material. As of March 29, 2016, we were not in compliance with all related covenants, which restricts any future borrowings. Since its inception, we have never utilized the borrowing capacity under the Credit Agreement.

The adequacy of our available funds will depend on many factors, including the macroeconomic environment, the operating performance of our Company Stores, the successful expansion of our franchise and licensing programs and the successful rollout and consumer acceptance of our new beverage and food initiatives. Given these factors, our foremost priorities for the near term continue to be preserving and generating cash sufficient to fund our liquidity needs.

Operating Activities

Net cash used in operating activities was $6.5 million for the 13-week period ended March 29, 2016, compared to $5.5 million for the 13-week period ended March 31, 2015, reflecting a net increase in cash flows used in operating activities of $1.0 million. This increase in cash used in operating activities was primarily due to an increase in net loss after adjustments for noncash items (approximately $1.2 million), partially offset by a net decrease in cash used in operating assets and liabilities (approximately $0.2 million). Net loss after adjustments for noncash items decreased primarily due to a decrease in cash flows driven by a decline in Company Store revenue, pursuant to our refranchising initiative. The Company expects that operating cash flow will be generated through a combination of company store profitability and franchise royalty fees, and a reduced cost structure.

The amount of cash provided by our operating activities during any particular fiscal year is highly subject to variations in the seasons. The first and fourth quarters of the fiscal year encompass the winter and holiday seasons when we traditionally generate our lowest revenue, and our second and third quarters of the fiscal year encompass the warmer seasons where a significant portion of our revenue and cash flows are realized. For more information on seasonality, refer to the section below entitled “Seasonality and Quarterly Results.” We also expect to have increased expenditures during the first part of the fiscal year as we invest in product development and domestic expansion with the goal to have new products released and new stores open by mid-year to take advantage of the busier summer months.

Investing Activities

Net cash used in investing activities was $0.8 million for the 13-week period ended March 29, 2016, compared to net cash provided by investing activities of $1.9 million for the 13-week period ended March 31, 2015. The $2.7 million change in net cash used in investing activities during the 13-week period ended March 29, 2016 was primarily due to a decrease in proceeds from disposal of fixed assets (approximately $2.3 million) due to refranchising activity that occurred in the first quarter of fiscal 2015 and an increase in capital expenditure payments (approximately $0.4 million).

In fiscal 2016, we expect capital expenditures to be approximately $4 to $5 million depending on our liquidity needs, which includes store refreshes and redesigns to facilitate fresh-squeezed juice and whole food nutrition offerings in the Chicago market, investing in improvements to our technology infrastructure as well as maintenance capital.

Financing Activities

Net cash provided by financing activities was $0.1 million for the 13-week period ended March 29, 2016, compared to net cash used in financing activities of $6.1 million for the 13-week period ended March 31, 2015. The $6.2 million change in net cash provided by financing activities was primarily due to the repurchase of the shares of the Company's common stock (approximately $6.3 million) under the stock repurchase plan approved by our Board of Directors in 2014 that occurred in the first quarter of fiscal 2015, partially offset by a decrease in receipts from our stock issuance plans, including from the exercise of stock options (approximately $0.1 million).

Contractual Obligations

There have been no significant changes to our contractual obligations table as disclosed in our Annual Report on Form 10-K for the year ended December 29, 2015.

COMMODITY PRICES, AVAILABILITY AND GENERAL RISK CONDITIONS

We contract for significant amounts of individually quick frozen fruit, fruit concentrate and dairy products to support the needs of both our Company Stores and Franchise Stores. The price and availability of these commodities directly impact our results of operations and can be expected to impact our future results of operations.

SEASONALITY AND QUARTERLY RESULTS

Our business is subject to seasonal fluctuations. We expect to realize significant portions of our revenue during the second and third quarters of the fiscal year, which align with the warmer summer season. In addition, quarterly results are affected by the timing of the opening of new stores and weather conditions. However, geographic diversification of our store locations may conceal or diminish the financial statement impact of such seasonal influences. Because of the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year or any subsequent quarter. 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to adopt accounting policies and make significant judgments and estimates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that we are required to make in order to prepare the financial statements. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information. There have been no significant changes to the policies and estimates as discussed in our Annual Report on Form 10-K for the year ended December 29, 2015.

Recent Accounting Pronouncements

See Recent Accounting Pronouncements section of Note 2 to our Notes to Condensed Consolidated Financial Statements for information about new accounting standards.

 20

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rates

We do not enter into market risk sensitive instruments for trading purposes. We are exposed to financial market risks due primarily to changes in interest rates in our interest bearing accounts. We do not believe a change in interest rate will materially affect our financial position or results of operations. As of December 29, 2015 a one percent change of the interest rate would result in an annual change in the results of operations of approximately $0.2 million.

Commodities Prices

We are exposed to the impact of commodity and utility price fluctuations related to unpredictable factors such as weather and various market conditions over which we do not have control. We purchase significant amounts of produce and dairy products to support the needs of our Company Stores. The price and availability of these commodities directly impact the results of operations and can be expected to impact the future results of operations.

We purchase fruit based on short-term seasonal pricing agreements. These short-term agreements generally set the price of procured frozen fruit and 100% pure fruit concentrates for less than one year based on estimated annual requirements. We purchase fresh produce based on annual pricing agreements. In order to mitigate the effects of price changes in any one commodity on our cost structure, we contract with multiple suppliers both domestically and internationally. These agreements typically set the price for some or all of our estimated annual fruit and fresh produce requirements, protecting us from short-term volatility. Nevertheless, these agreements typically contain a force majeure clause, which, if utilized (such as hurricanes in 2004 that destroyed the Florida orange crop and more recently with the 2007 freeze that affected California citrus), may subject us to significant price increases.

Our pricing philosophy is not to attempt to change consumer prices with every move up or down of the commodity market, but to take a longer term view of managing margins and the value perception of our products in the eyes of our customers. Our objective is to maximize our revenue through increased customer traffic.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have established and maintain disclosure controls and procedures that are designed to ensure that material information relating to the Company and our subsidiaries required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of March 29, 2016.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the fiscal quarter ended March 29, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 21

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are party to various legal proceedings arising in the ordinary course of our business. Based on the information currently available, the Company is not currently a party to any legal proceeding that management believes would have a material adverse effect on the consolidated financial position or results of operations.

Item 1A. Risk Factors

Our risk factors are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2015 and have not materially changed except for the following additional risk factor:

The relocation of our corporate headquarters and data center could adversely affect our operations, operating results and financial condition, as we may experience disruptions to our business and incur additional costs in connection with the relocation.

We announced on May 4, 2016, the relocation of our corporate headquarters and data center from Emeryville, California to Frisco, Texas, a suburb of Dallas.  The process of moving our headquarters is inherently complex and not part of our day-to-day operations, and includes the relocation of our data center, which contains a significant portion of our core business information and applications.  The relocation process could cause significant disruption to our operations and cause the temporary diversion of management resources, all of which could have a material adverse effect on our operations, operating results and financial condition.  Certain members of the Company’s executive team, management and staff may decide not to relocate, and the need to replace Company personnel who do not relocate, train new employees and transition Company operating knowledge may cause disruptions in our business.  While we have implemented a transition plan to provide for the move of our corporate operations and data center, including relocation benefits for employees who may be transferring, and severance and retention benefits for employees who will not be continuing with the Company after the move, we may encounter difficulties retaining employees who elect to transfer and attracting new talent in the Dallas area to replace our employees who are unwilling to relocate, and we may experience disruption in accessibility to our data as we migrate our data center.  In addition, we may incur additional costs for duplication in staff as we effect the transition.  We can give no assurance that the relocation will be completed as planned or within the expected timeframe. In addition, the relocation may involve significant additional costs to us and the expected benefits of the move may not be fully realized due to associated disruption to our operations and personnel. 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
10.1	Employment Agreement dated January 22, 2016 by and between Jamba Juice Company and David Pace.					X
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.					X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.					X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X

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

 23

SIGNATURES

Pursuant to the requirements 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, on the 6^th day of May, 2016.

JAMBA, INC.
By:	/s/ David A. Pace
	David A. Pace
	Chief Executive Officer
	(Duly Authorized Officer)
By:	/s/ Karen L. Luey
	Karen L. Luey
	Chief Financial Officer, Chief Administrative Officer, Executive Vice President and Secretary
	(Principal Financial Officer and Chief
	Accounting Officer)

 24

EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (“Agreement”) is made and entered into as of January 22, 2016 by and between Jamba Juice Company (“Company”) and David A. Pace (“Executive”).

The parties agree as follows:

1.Employment. Company hereby agrees to employ Executive and Executive hereby accepts such employment, upon the terms and conditions set forth herein.

2.Duties.

2.1Position. Executive shall be employed as Chief Executive Officer and shall have the duties and responsibilities assigned by the Company’s Board of Directors (“Board”) both upon initial hire and as may be reasonably assigned from time to time. Executive shall perform faithfully and diligently all duties assigned to Executive. Company reserves the right to modify Executive’s duties at any time in its sole and absolute discretion, provided that the duties assigned are consistent with the position of Executive’s duties, responsibilities and status with Company in his position as the Chief Executive Officer and that Executive continues to report directly to the Board of Directors of Company. It is the intention of Company that the Board of Directors Jamba, Inc., the Company’s parent company (“Parent”), will vote to elect Executive to the Board of Directors of Parent.

2.2Best Efforts/Full-time. Executive will expend Executive’s best efforts on behalf of Company, and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for Company, provided that Executive may continue to serve on the boards of directors of other companies so long as such service is in accordance with Company’s policies governing such activities and approved in advance by Parent’s Board of Directors.

2.3Work Location. Executive’s principal place of work shall be located at the Company’s principal executive office location or as the parties may agree upon from time to time.

2.4Start Date. Executive's employment with the Company shall commence on March 14, 2016, or such other date as may be mutually agreed between the parties (the “Effective Date”).

3.Term. The employment relationship pursuant to this Agreement shall be for an initial term commencing on the Effective Date and continuing for a period of three (3) years following such date (“Term”), unless sooner terminated in accordance with section 7 below. On completion of the Term, this Agreement will automatically expire unless both parties mutually agree to renew the Agreement for such additional term as the parties may agree. Upon any termination of Executive's employment for any reason, except as may otherwise be requested by Parent’s Board of Directors in writing and agreed upon in writing by Executive, Executive shall resign from any and all directorships, committee memberships or any other positions Executive holds with Parent, the Company and any subsidiaries or affiliates thereof.

4.Compensation.

4.1Base Salary. As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive a Base Salary of $600,000 per year (pro-rated for any partial periods based on the actual number of days in the applicable period), payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.

4.2Signing Bonus/Transition Reimbursement. As a signing bonus and in light of the payments and benefits Executive is otherwise forfeiting from his prior employment to accept employment by the Company and costs Executive will incur in the transition, the Company will provide Executive with a one-time signing bonus and transition reimbursement payment in the amount of $200,000, less applicable withholding, to be paid as soon as practicable after the date of this Agreement and in any event, prior to March 14, 2016 (the “Signing Bonus”). If Executive fails to commence employment as provided for herein, Executive will promptly repay to the Company the entire amount of the Signing Bonus.

4.3Additional Compensation. In addition to the Base Salary, Executive will be eligible to receive compensation of:

(a) An annual cash bonus having a targeted amount of 100% of the Base Salary then in effect based upon achievement criteria, and having threshold and maximum amounts of the cash bonus payable, in each case as established by the Board in its sole and absolute discretion. For purposes of this Agreement, references to “Board” shall include any committee to whom the Board has delegated authority over the matters described herein. The target bonus (“Target Bonus”) award will be established on an annual basis for Executive as part of an annual bonus plan which is reviewed and approved by the Board. The first annual period for which the Target Bonus will be payable is the Company’s fiscal year ending January 3, 2017, which for such first annual period, will be earned at no less than the Target award based on actual Base Salary earned by Executive during such period.

(b)an option grant to purchase 150,000 shares of Parent’s common stock, made and effective as of the third trading day following the public announcement of Parent’s financial earnings results for Parent’s fiscal year ended December 29, 2015 (“2015 Earnings Release Date”), with an exercise price equal to the fair market value of Parent’s common stock based upon the closing price at the date of grant, such options to be issued under the Jamba, Inc. 2013 Equity Incentive Plan (the “Plan”), not intending to qualify as an “incentive stock options” under the Internal Revenue Code of 1986, as amended (the “Code”), and to vest annually in substantially equal installments over three (3) years so long as Executive remains an employee of Company and /or its affiliates, with one third (1/3) of the total number of shares subject to this option vesting on each anniversary of the Effective Date.

(c)an option grant to purchase 50,000 shares of Parent’s common stock, made on the twentieth trading day following the 2015 Earnings Release Date, with an exercise price equal to $19.50; provided, however, that if the average closing price for a share of Parent’s common stock on the NASDAQ Global Market for the twenty consecutive trading days following the 2015 Earnings Release Date is less than $12.00 per share or greater than $14.00 per share, the exercise price shall instead equal the price reflecting a cumulative stockholder return of 15% over a three year period based upon such average closing price (calculated as such average closing price multiplied by (x) 1.15, (y) 1.15 and (z) 1.15) rounded up to the nearest $0.05 (in each case as adjusted in accordance with the Plan for stock splits and the like), such options to be issued under the Plan, not intending to qualify as an “incentive stock options” under the Code and to vest annually in substantially equal installments over three (3) years so long as Executive remains an employee of Company and /or its affiliates, with one third (1/3) of the total number of shares subject to this option vesting on each anniversary of the Effective Date.

(d)a grant made and effective on the twentieth trading day following the 2015 Earnings Release Date of 350,000 restricted stock units issued under the Plan, with each restricted stock unit representing the right to receive one share of Parent’s common stock, and which restricted stock units shall vest as follows:

(i)150,000 restricted stock units shall vest if at any time prior to the third anniversary of the Effective Date (x) the closing price of Parent’s common stock for a thirty consecutive trading day period equals or exceeds $19.50 (as adjusted in accordance with the Plan for stock splits and the like) or (y) a Change of Control (as such term is defined in the Plan) occurs whereby Parent’s stockholders receive a per share consideration equaling or exceeding $19.50 (as adjusted in accordance with the Plan for stock splits and the like), in each case where Executive remains an employee of Company and /or its affiliates at such time; provided, however, that if the average closing price for a share of Parent’s common stock on the NASDAQ Global Market for the twenty consecutive trading days following the 2015 Earnings Release Date is less than $12.00 per share or greater than $14.00 per share, the references to $19.50 in this paragraph shall be replaced with a dollar amount reflecting a cumulative stockholder return of 15% over a three year period based upon such average closing price (calculated as such average closing price multiplied by (x) 1.15, (y) 1.15 and (z) 1.15) rounded up to the nearest $0.05 (as adjusted in accordance with the Plan for stock splits and the like);

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(ii)100,000 restricted stock units shall vest if at any time prior to the third anniversary of the Effective Date (x) the closing price of Parent’s common stock for a thirty consecutive trading day period equals or exceeds $24.00 (as adjusted in accordance with the Plan for stock splits and the like) or (y) a Change of Control (as such term is defined in the Plan) occurs whereby Parent’s stockholders receive a per share consideration equaling or exceeding $24.00 (as adjusted in accordance with the Plan for stock splits and the like), in each case where Executive remains an employee of Company and /or its affiliates at such time; provided, however, that if the average closing price for a share of Parent’s common stock on the NASDAQ Global Market for the twenty consecutive trading days following the 2015 Earnings Release Date is less than $12.00 per share or greater than $14.00 per share, the references to $24.00 in this paragraph shall be replaced with a dollar amount reflecting a cumulative stockholder return of 22.5% over a three year period based upon such average closing price (calculated as such average closing price multiplied by (x) 1.225, (y) 1.225 and (z) 1.225) rounded up to the nearest $0.05 (as adjusted in accordance with the Plan for stock splits and the like); and

(iii)100,000 restricted stock units shall vest if at any time prior to the third anniversary of the Effective Date (x) the closing price of Parent’s common stock for a thirty consecutive trading day period equals or exceeds $28.50 (as adjusted in accordance with the Plan for stock splits and the like) or (y) a Change of Control (as such term is defined in the Plan) occurs whereby Parent’s stockholders receive a per share consideration equaling or exceeding $28.50 (as adjusted in accordance with the Plan for stock splits and the like), in each case where Executive remains an employee of Company and /or its affiliates at such time; provided, however, that if the average closing price for a share of Parent’s common stock on the NASDAQ Global Market for the twenty consecutive trading days following the 2015 Earnings Release Date is less than $12.00 per share or greater than $14.00 per share, the references to $28.50 in this paragraph shall be replaced with a dollar amount reflecting a cumulative stockholder return of 30% over a three year period (calculated as such average closing price multiplied by (x) 1.3, (y) 1.3 and (z) 1.3) rounded up to the nearest $0.05 (as adjusted in accordance with the Plan for stock splits and the like).

Restricted stock units, to the extent granted and vesting, shall be settled (x) with respect to the restricted stock units granted under Section 4.3(d)(i), on the first annual anniversary of the vesting date and (y) with respect to the restricted stock units granted under Sections 4.3(d)(ii) and 4.3(d)(iii), as soon as practicable following the vesting date of such grants (in each case, the “Settlement Date”); provided, however, that if such date would be outside of the period under the Company’s insider trading policies permitting trades in such securities, then such shares shall be settled as soon as such insider trading policy would permit such trades.

(e)All stock option grants and restricted stock units grants shall, except as otherwise provided in this Agreement, be evidenced by the Company’s standard form of agreement for such awards.

-3-

(f)The settlement of the restricted stock units in Section 4.3(d) shall not be permitted unless and until the stockholders of the Company approve an amendment to the Plan increasing the current share reserve to a level sufficient to permit the issuance of shares upon settlement of the restricted stock units. The Company shall cause Parent to include an amendment to the Plan increasing the current share reserve to a level sufficient to permit the issuance of shares upon settlement of the restricted stock units in its proxy to be voted upon at its next upcoming annual stockholders meeting and in the event Parent’s stockholders do not approve of such amendment, the Company shall cause Parent to take all action necessary to call an additional meeting or meetings of its stockholders for the purpose of seeking approval of the amendment from Parent’s stockholders. In the event the restricted stock units vest and approval of the amendment from Parent’s stockholders has not been obtained, the Company shall provide for an alternative form of compensation to Executive on substantially equivalent economic terms, and subject to substantially similar parameters and limitations, as the restricted stock units.

4.4Performance and Salary Review. Company will periodically review Executive’s performance on no less than an annual basis. Adjustments to salary or other compensation, if any, will be made by Company in its sole and absolute discretion; provided, however, that in no event shall Executive’s salary be adjusted below $600,000.

4.5Clawback Policy. All compensation contemplated under this Agreement and all cash and equity awards under the Company’s or Parent's incentive compensation plans will be subject to the Parent's recoupment policy for incentive compensation and any such other policy for clawback of incentive or other compensation as may be approved from time to time by the Board, including any policies that Company or Parent may be required to adopt under the Dodd-Frank Act or as otherwise required by law.

5.Customary Fringe Benefits. Executive will be eligible for all customary and usual fringe benefits generally available to executives of Company subject to the terms and conditions of Company’s benefit plan documents. Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Executive.

6.Business Expenses. Executive will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of Executive’s duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation and will be reimbursed in accordance with Company’s policies. Any reimbursement Executive is entitled to receive shall (a) be paid no later than the last day of Executive’s tax year following the tax year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any tax year, and (c) not be subject to liquidation or exchange for another benefit.

7.Termination of Executive’s Employment.

7.1Termination for Cause by Company. Although Company anticipates a mutually rewarding employment relationship with Executive, Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of the documents or records of the Company or its affiliates; (b) Executive’s material failure to abide by the code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company or its affiliates after written notice from the Board of, and a reasonable opportunity to cure, such failure; (c) Executive’s unauthorized use, misappropriation, destruction, or diversion of any tangible or intangible asset or corporate opportunity of the Company or its affiliates (including, without limitation, Executive’s improper use or disclosure of confidential or proprietary information of the Company or its affiliates); (d) any intentional act by the Executive which has a material detrimental effect on the reputation or business of the Company or its affiliates; (e) Executive’s repeated failure or inability to perform any reasonable assigned duties after written notice from the Board of, and a reasonable opportunity to cure, such failure or inability; (f) any material breach by Executive of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between Executive and Company or its affiliates, which breach is not cured pursuant to the terms of such agreement; or (g) Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation, or moral turpitude, or which impairs Executive’s ability to perform his duties. In the event Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled to receive only the Base Salary then in effect, prorated to the date of termination. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. Executive will not be entitled to receive the Severance Packages described in subsections 7.2(a) and 7.4(a) below.

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7.2Termination Without Cause by Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on ninety (90) days’ advance written notice to Executive. In the event of such termination, Executive will receive the Base Salary prorated to the date of termination and the Severance Package described in subsection 7.2(a) below, provided Executive complies with all of the conditions described in subsection 7.2(b) below.

(a)Severance Package. The Severance Package shall consist of the following:

(i)a severance payment equal to one year of Executive’s Base Salary then in effect on the date of termination, payable equally over a fifty-two (52) week period (the “Severance Period”). These payments will be made on the Company’s ordinary payroll dates beginning with the Company’s first regularly scheduled payday following the date on which the Release becomes effective and non-revocable in accordance with its terms and continuing on each successive regular paydays during the remainder of the Severance Benefit Period applicable to the Participant. Notwithstanding the foregoing, to the extent that this cash severance payment constitutes Section 409A Deferred Compensation, then the installments shall be subject to Section 15.4. 

(ii)if Executive was covered under the Company’s group health plan as of the date of Executive’s Termination Without Cause, Company agrees to pay the premiums required to continue Executive’s group health care coverage for the twelve (12) month period immediately following Executive’s termination of employment, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue and remains eligible for these group health benefits under COBRA and the terms of the Company’s group health plan, and does not obtain health coverage through another employer during this period. Thereafter, Executive will be solely responsible for payment of his COBRA premiums. Notwithstanding the foregoing, if Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.

(b)Conditions To Receive Severance Package. Executive will receive the Severance Package described in subsection 7.2(a) above, provided that Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection 13.8 below; (ii) executes a full general release in favor of the Company and in a form acceptable to Company, releasing all claims, known or unknown, that Executive may have against Company and Parent arising out of or any way related to Executive’s employment or termination of employment with Company (the “Release”), and such Release has become effective in accordance with its terms prior to the 60th day following the termination date; (iii) complies with the provisions of Sections 9 and 10 as well as other continuing obligations described in this Agreement; (iv) resigns from any and all directorships, committee memberships or any other positions Executive holds with Parent, the Company and any subsidiaries or affiliates thereof, except as may otherwise be requested by Parent’s Board of Directors in writing and agreed upon in writing by Executive; and (v) agrees not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company or its affiliates. All other Company obligations to Executive will be automatically terminated and completely extinguished.

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7.3Voluntary Resignation by Executive. Executive may voluntarily resign Executive’s position with Company at any time, on ninety (90) days’ advance written notice. In the event of such resignation,

(a)if the resignation is not for Good Reason (as defined in subsection 7.4(b)), Executive will be entitled to receive only the Base Salary for the ninety-day notice period and no other amount. Executive will not be entitled to receive the Severance Packages described in subsection 7.2(a) above or subsection 7.4(a) below.

(b)if the resignation is for Good Reason, Executive shall be entitled to receive the Severance Package described in subsection 7.2(a) above, provided Executive complies with all of the conditions described in subsection 7.2(b) above.

Upon Executive’s resignation, other than as provided above, all other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished.

7.4Termination Upon A Change In Control. If Executive’s employment is terminated by Company without Cause (as defined in subsection 7.1 above) or Executive resigns for Good Reason (as defined in subsection 7.4(b) below), either of which occurs in the eighteen (18) month period following a Change in Control (as defined in subsection 7.4(c) below), Executive shall be entitled to receive the Severance Package described in subsection 7.4(a) below, in lieu of the Severance Package described in subsection 7.2(a) above, provided Executive complies with all of the conditions described in subsection 7.2(b) above.

(a)Severance Package: The Severance Package will consist of the following:

(i)a severance payment equal to: (A) eighteen (18) months of Executive’s Base Salary then in effect on the date of termination of employment (Base Salary shall be determined without regard to any reduction thereof which would constitute “Good Reason” as defined in Section 7.4(b)), plus (B) a payment equal to the greater of (1) one times the annual Target Bonus as in effect or (2) the average of the Target Bonus amounts earned by Executive with the Company with respect to the preceding two annual periods, with the payments contemplated in (A) and (B) payable equally over an eighteen (18) month period (the “CIC Severance Period”). These payments will be made on the Company’s ordinary payroll dates beginning with the Company’s first regularly scheduled payday occurring 60 days following the Executive’s employment termination date and will be subject to standard payroll deductions and withholdings;

(ii)accelerated vesting in full of all unvested time-based stock options, restricted stock, restricted stock units or other stock-based compensation award previously granted to Executive as of the date of the Executive’s termination of employment so that each such option, share of restricted stock, restricted stock unit and other stock-based compensation award held by the Executive shall be immediately exercisable and/or fully vested as of such date; provided, however, that such acceleration of vesting and/or exercisability shall not apply to any stock-based compensation award where such acceleration would result in plan disqualification or would otherwise be contrary to applicable law (e.g., an employee stock purchase plan intended to qualify under Section 423 of the Code) and to the extent that the vesting of any restricted stock, restricted stock units and/or other stock-based compensation award is based on the achievement of performance metrics, the vesting of such awards shall be determined based on the terms of such awards and not this Section 7.4(a)(ii); and

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(iii)if Executive was covered under the Company’s group health plan as of the date of Executive’s Termination Upon a Change in Control, Company agrees to pay the premiums required to continue Executive’s group health care coverage for the twelve (12) month period following Executive’s termination, under the applicable provisions of COBRA, provided that Executive timely elects to continue and remains eligible for these benefits under COBRA and the terms of the Company’s group health plan, and does not obtain health coverage through another employer during this period. Thereafter, Executive will be solely responsible for payment of his COBRA premiums. Notwithstanding the foregoing, if Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period the Special Severance Payment for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.

(b)Good Reason. “Good Reason” as such term is used anywhere in this Agreement shall mean any one or more of the following without Executive’s written consent: (i) the assignment to Executive of any duties, or any limitation of Executive’s responsibilities, materially inconsistent with the Executive’s positions, duties, responsibilities and status with Company (which in the event of a resignation for Good Reason under this Section 7.4, shall be measured as of immediately prior to the date of the Change in Control); (ii) the relocation of the principal place of Executive’s service to a location that requires an increase in Executive’s one-way commute of more than forty five (45) miles from Executive’s principal place of service (which in the event of a resignation for Good Reason under this Section 7.4, shall be measured as of immediately prior to the date of the Change in Control); or (iii) any material failure by Company to pay Executive’s base compensation hereunder. Good Reason shall not exist unless Executive notifies Company in writing of the existence of the applicable condition specified above not later than ninety (90) days after the initial existence of the condition, and Company fails to remedy such condition within thirty (30) days after receipt of such notice; and provided further that Executive severs his employment within thirty (30) days of the earlier of (i) the expiration of the Company’s thirty (30) day cure period; and (ii) the date on which the Company provides written notice to Executive’s that it does not intend to cure such event.

(c)Change of Control. A Change of Control shall have the same meaning as “Change in Control” as such term is defined in that certain Executive Retention and Severance Plan of Parent dated effective July 25, 2013.

7.5Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive: (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under this Agreement shall be payable either: (a) in full, or (b) as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section shall be made in writing by independent public accountants (the “Accountants”) selected by the Company, whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. Any reduction in payments under this Section shall first come from cash severance payments, then equity acceleration (with the reduction in such grants occurring in reverse chronological order and with any amount constituting deferred compensation subject to Section 409A of the Code occurring first).

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7.6Termination of Employment upon Nonrenewal. In the event either party decides not to renew this Agreement for a subsequent term in accordance with Section 3 above, this Agreement will expire, Executive’s employment with Company will terminate and Executive will only be entitled to Executive’s Base Salary paid through the last day of the current term. All other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished. In addition, Executive will not be entitled to the Severance Packages described in subsections 7.2(a) and 7.4(a) above.

8.No Conflict of Interest. During the term of Executive’s employment with Company, Executive must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company. Such work shall include, but is not limited to, directly or indirectly competing with Company in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which Company is now engaged or in which Company becomes engaged during the term of Executive’s employment with Company, as may be determined by Company in its sole discretion. If Company believes such a conflict exists during the term of this Agreement, Company may ask Executive to choose to discontinue the other work or resign employment with Company. In addition, Executive agrees not to refer any client or potential client of Company to competitors of Company, without obtaining Company’s prior written consent, during the term of Executive’s employment. Executive represents and warrants that it has the legal right to enter into this Agreement, that this Agreement does not conflict with or violate any existing contract or obligation of Executive and agrees to indemnify and hold harmless the Company from and against any claims by any party for any such conflict or violation.

9.Confidentiality and Proprietary Rights. Executive agrees to read, sign and abide by Company’s Team Member Confidentiality Agreement, which is provided with this Agreement and incorporated herein by reference.

10.Non-Solicitation of Company’s Employees. Executive agrees that for the two (2) year period following Executive’s termination of employment for any reason, he will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging or attempting to hire any of Company’s employees or causing others to solicit or encourage any of Company’s employees to discontinue their employment with Company; provided, however, that if any such termination is pursuant to Section 7.2 hereof, the two (2) year period referenced herein shall be one (1) year; provided further, however, that if any such termination is pursuant to Section 7.4 hereof, the two (2) year period referenced herein shall be eighteen (18) months.

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11.Non-Disparagement. Executive agrees that following Executive’s termination of employment for any reason, he shall not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company or its affiliates.

12.Injunctive Relief. Executive acknowledges that Executive’s breach of the covenants contained in sections 8-10 would cause irreparable injury to Company and agrees that in the event of any such breach, Company shall be entitled to seek temporary, preliminary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other security.

13.Agreement to Arbitrate. To the fullest extent permitted by law, Executive and Company agree to arbitrate any controversy, claim or dispute between them arising out of or in any way related to this Agreement, the employment relationship between Company and Executive and any disputes upon termination of employment, including but not limited to breach of contract, tort, discrimination, harassment, wrongful termination, demotion, discipline, failure to accommodate, family and medical leave, compensation or benefits claims, constitutional claims; and any claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. Claims for injunctive relief pursuant to section 11 above are excluded. For the purpose of this agreement to arbitrate, references to “Company” include all parent, subsidiary or related entities and their employees, supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them, and this agreement shall apply to them to the extent Executive’s claims arise out of or relate to their actions on behalf of Company.

13.1Consideration. The mutual promise by Company and Executive to arbitrate any and all disputes between them (except for those referenced above) rather than litigate them before the courts or other bodies provides the consideration for this agreement to arbitrate.

13.2Initiation of Arbitration. Either party may exercise the right to arbitrate by providing the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims. In no event shall the request for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.

13.3Arbitration Procedure. The arbitration will be conducted in San Francisco, California by a single neutral arbitrator and in accordance with the then current rules for resolution of employment disputes of the American Arbitration Association (“AAA”). The parties are entitled to representation by an attorney or other representative of their choosing. The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the State of California, and only such power, and shall follow the law. The parties agree to abide by and perform any award rendered by the arbitrator. The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court having jurisdiction thereof.

13.4Costs of Arbitration. Company shall bear the costs of the arbitration filing and hearing fees and the cost of the arbitrator.

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14.General Provisions.

14.1Successors and Assigns. The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Agreement.

14.2Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

14.3Attorneys’ Fees. In the event that either party brings an action to enforce or effect its rights under this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including the costs of arbitration and reasonable attorneys’ fees incurred in connection with such an action.

14.4Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

14.5Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14.6Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California.

14.7Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice to the Company shall be sent to the attention of the Chairman of the Compensation and Executive Development Committee of Parent to his email address on file with the Company, with a copy to DLA Piper LLP (US), attention Eric H. Wang at 650.687.1205, and notice to Executive shall be sent to his address on file with the Company, or such other address as either party may specify in writing.

14.8Survival. Sections 8 (“No Conflict of Interest”), 9 (“Confidentiality and Proprietary Rights”), 10 (“Non-Solicitation of Company Employees”), 11 (“Non-Disparagement”), 12 (“Injunctive Relief”), 13 (“Agreement to Arbitrate”), 14 (“General Provisions”) and 16 (“Entire Agreement”) of this Agreement shall survive Executive’s employment by Company.

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15.Application of Section 409A.

15.1To the extent required to avoid the imposition of additional taxes and penalties under Section 409A of the Code, amounts payable under this Agreement on account of any termination of employment shall only be paid if Executive experiences a “separation from service” as defined in Section 409A of the Code and the regulatory and other guidance issued thereunder (the “Section 409A Regulations”). For purposes of this Agreement, the right to a series of installment payments shall be treated as a right to a series of separate payments within the meaning of the 409A Regulations. Furthermore, to the extent that Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Executive’s separation from service, to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, no amount that constitutes a deferral of compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

15.2The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Executive pursuant to this Agreement.

15.3Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (a) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (b) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

15.4Notwithstanding anything in this Agreement to the contrary, to the extent any payment or benefit which constitutes Section 409A deferred compensation is contingent upon the execution and non-revocation of the Release, then such payment or benefit shall not commence until the later of (i) the first payroll date occurring on or after the sixtieth (60th) day following Executive’s separation from service, and (ii) the set payment date otherwise established for commencing the payments and/or benefits.

16.Entire Agreement. This Agreement, including Company’s Employee Nondisclosure, Assignment and Non-Solicitation Agreement incorporated herein by reference and any documents related to Executive’s equity awards, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of Executive and the Chairman of the Compensation and Executive Development Committee of Parent. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

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THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

Dated: January 22, 2016	/s/ David A. Pace
	david a. pace

	Jamba Juice Company
Dated: January 22, 2016	By:	/s/ Andrew R. Heyer
	Andrew R. Heyer, as Lead Director of Jamba, Inc. on behalf of the Board of Directors of Jamba, Inc. and Jamba Juice Company

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David A. Pace, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Jamba, Inc.;

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.

/s/ David A. Pace

David A. Pace

Chief Executive Officer

(Principal Executive Officer)  

Date: May 6, 2016

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Karen L. Luey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Jamba, Inc.;

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.

/s/ Karen L. Luey

Karen L. Luey

Chief Financial Officer, Chief Administrative Officer,

Executive Vice President and Secretary

(Principal Financial Officer)

Date: May 6, 2016

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Jamba, Inc. (the “Company”) on Form 10-Q for the quarter ended March 29, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Pace, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that:

(1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David A. Pace

David A. Pace

Chief Executive Officer

Date: May 6, 2016

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Jamba, Inc. (the “Company”) on Form 10-Q for the quarter ended March 29, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Karen L. Luey, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that:

(1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Karen L. Luey

Karen L. Luey

Chief Financial Officer, Chief Administrative Officer,

Executive Vice President and Secretary

Date: May 6, 2016

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 29, 2016	Apr. 29, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 29, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Trading Symbol	JMBA
Entity Common Stock, Shares Outstanding		15,091,228
Entity Registrant Name	JAMBA, INC.
Entity Central Index Key	0001316898
Current Fiscal Year End Date	--01-03
Entity Filer Category	Accelerated Filer

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 29, 2016	Dec. 29, 2015
Current Assets:
Cash and cash equivalents	$ 12,536	$ 19,730
Receivables, net of allowances of $618 and $618	16,068	16,932
Inventories	770	818
Prepaid expenses and other current assets	5,158	6,533
Total current assets	34,532	44,013
Property, fixtures and equipment, net	18,221	18,744
Goodwill	1,184	1,184
Trademarks and other intangible assets, net	1,424	1,464
Other long-term assets	4,121	4,211
Total assets	59,482	69,616
Current Liabilities:
Accounts payable	1,922	3,815
Accrued compensation and benefits	2,533	3,788
Workers’ compensation and health insurance reserves	651	633
Accrued jambacard liability	26,569	29,306
Other current liabilities	16,508	18,093
Total current liabilities	48,183	55,635
Deferred rent and other long-term liabilities	8,195	8,990
Total liabilities	$ 56,378	$ 64,625
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock, $0.001 par value-30,000,000 shares authorized; 17,948,545 and 15,089,728 shares issued and outstanding at March 29, 2016, respectively, and 17,938,820 and shares issued and 15,080,003 outstanding at December 29, 2015, respectively	$ 18	$ 18
Additional paid-in capital	404,538	403,605
Treasury shares, at cost	(40,009)	(40,009)
Accumulated deficit	(361,443)	(358,623)
Total stockholders’ equity	3,104	4,991
Total liabilities and stockholders’ equity	$ 59,482	$ 69,616

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CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands	Mar. 29, 2016	Dec. 29, 2015
Receivables, allowances (in dollars)	$ 618	$ 618
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares issued	17,948,545	17,938,820
Common stock, shares outstanding	15,089,728	15,080,003

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 29, 2016	Mar. 31, 2015
Revenue:
Company stores	$ 11,953	$ 47,728
Franchise and other revenue	6,801	4,776
Total revenue	18,754	52,504
Costs and operating expenses:
Cost of sales	2,962	12,407
Labor	4,158	16,088
Occupancy	2,036	6,835
Store operating	2,362	8,034
Depreciation and amortization	1,502	1,873
General and administrative	7,610	8,963
Loss (gain) on disposal of assets	109	(778)
Store pre-opening	324	22
Store lease termination and closure	120	22
Other operating, net	271	706
Total costs and operating expenses	21,454	54,172
Loss from operations	(2,700)	(1,668)
Other income (expense), net:
Interest income	71	15
Interest expense	(59)	(41)
Total other income (expense), net	12	(26)
Loss before income taxes	(2,688)	(1,694)
Income tax expense	(132)	(26)
Net loss	(2,820)	(1,720)
Less: Net income attributable to noncontrolling interest	0	31
Net loss attributable to Jamba, Inc.	$ (2,820)	$ (1,751)
Weighted-average shares used in computation of earnings per share attributable to Jamba, Inc.:
Basic (in shares)	15,084,037	16,370,885
Diluted (in shares)	15,084,037	16,370,885
Net loss per share attributable to common stockholders attributable to Jamba, Inc.
Basic (in dollar per share)	$ (0.19)	$ (0.11)
Diluted (in dollar per share)	$ (0.19)	$ (0.11)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 29, 2016	Mar. 31, 2015
Cash flows used in operating activities:
Net loss	$ (2,820)	$ (1,720)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,502	1,873
Store closure costs and gain on disposals	89	(540)
Jambacard breakage income	(705)	(1,022)
Stock-based compensation	831	1,146
Bad debt and purchase obligation reserves	0	175
Deferred rent	(300)	(261)
Loss on investments	26	204
Changes in operating assets and liabilities:
Receivables	864	739
Inventories	48	(123)
Prepaid expenses and other current assets	1,375	(2,345)
Other long-term assets	61	962
Accounts payable	(2,121)	(2,528)
Accrued compensation and benefits	(1,255)	(1,512)
Workers’ compensation and health insurance reserves	18	369
Accrued jambacard liability	(2,032)	(4,794)
Other current liabilities	(1,584)	4,532
Other long-term liabilities	(481)	(610)
Net cash used in operating activities	(6,484)	(5,455)
Cash flows (used in) provided by investing activities:
Capital expenditures	(812)	(420)
Proceeds from disposal of assets	0	2,333
Net cash (used in) provided by investing activities	(812)	1,913
Cash flows provided by (used in) financing activities:
Payment on capital lease obligations	(1)	(12)
Payments for treasury shares	0	(6,265)
Proceeds pursuant to stock issuance	103	185
Net cash provided by (used in) financing activities	102	(6,092)
Net decrease in cash and cash equivalents	(7,194)	(9,634)
Cash and cash equivalents at beginning of period	19,730	17,750
Cash and cash equivalents at end of period	12,536	8,116
Supplemental cash flow information:
Cash paid for interest	8	8
Cash paid for income taxes	9	0
Noncash investing and financing activities:
Property, fixtures and equipment in accounts payable	228	494
Non cash acquisition consideration	$ 0	$ 418

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DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 29, 2016

Business Combination, Description [Abstract]

Business Combination Disclosure [Text Block]

1. DESCRIPTION OF BUSINESS

 

Business

Jamba, Inc. consummated its initial public offering in July 2005. On March 10, 2006, Jamba, Inc. entered into an Agreement and Plan of Merger with Jamba Juice Company (the “Merger Agreement”). On November 29, 2006 (the “Merger Date”), Jamba, Inc. consummated the merger with Jamba Juice Company (the “Merger”) whereby Jamba Juice Company, which first began operations in 1990, became its wholly owned subsidiary.

Jamba, Inc. through its wholly-owned subsidiary, Jamba Juice Company, is a healthy, active lifestyle brand with a robust expanding global business driven by a portfolio of franchised and company-owned Jamba Juice^® stores and licensed JambaGO^® and Jamba Juice Express™ formats. The Jamba^® brand includes innovative product platforms and both licensed and company driven consumer packaged goods. The Company is a leading restaurant retailer of “better-for-you” specialty food and beverage offerings which include great tasting, whole fruit smoothies, fresh squeezed juices and juice blends, Energy Bowls™, and a variety of food items including, hot oatmeal, breakfast wraps, Artisan Flatbreads™, baked goods, and snacks. Jamba Juice Company continues to expand the Jamba brand by direct selling of consumer packaged goods (“CPG”) products, and by licensing its trademarks for CPG products sold through retail channels such as grocery stores, warehouse clubs, and convenience stores. The Company’s headquarters are located in Emeryville, California.

As of March 29, 2016, there were 885 Jamba Juice stores globally, consisting of 68 Company-owned and operated stores (“Company Stores”), 752 franchisee-owned and operated stores (“Franchise Stores”) in the United States, and 65 Franchise Stores in international locations (“International Stores”). The JambaGO^® business consists of approximately 2,000 licensed units located across the United States. JambaGO^® units are typically installed in K-12 schools, colleges, universities, Target Cafes, as well as other captive venues.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 29, 2016

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and consolidation

 The accompanying unaudited condensed consolidated financial statements of Jamba, Inc. have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q. The December 29, 2015 Condensed Consolidated Balance Sheets was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results of the 13-week period ended March 29, 2016 are not necessarily indicative of the results of operations to be expected for the entire fiscal year.

The condensed consolidated financial statements include the accounts of the Company and its direct or indirect subsidiary, Jamba Juice Company. The accounts of Jamba Juice Southern California, LLC (“JJSC”) are included through April 28, 2015, when the Company sold its 88% interest in JJSC to the holder of JJSC’s noncontrolling interest. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications were made to the Company’s prior financial statements to conform to current year presentation. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 29, 2015.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates.

Earnings (Loss) Per Share

Earnings per share is computed in accordance with Accounting Standards Codification (“ASC”) 260, Earnings per Share. Basic earnings (loss) per share is computed based on the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed based on the weighted-average number of common shares and potentially dilutive securities, which includes preferred stock outstanding, outstanding warrants and outstanding options and restricted stock awards granted under the Company’s stock option plans.

Anti-dilutive common stock equivalents totaling 1.8 million and 1.6 million were excluded from the calculation of diluted weighted-average shares outstanding for the 13-week periods ended March 29, 2016 and March 31, 2015, respectively. Basic and diluted earnings (loss) per share do not differ given the net loss position as potentially dilutive securities are anti-dilutive.  

Fair Value Measurement

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Level 1: Quoted prices are available in active markets for identical assets or liabilities.

Level 2: Inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable.

Level 3: Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions that market participants would use in pricing.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued amended guidance on revenue from contracts with customers which amended the existing accounting standards for revenue recognition. Accounting Standards Update (“ASU”) 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date to fiscal years beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted to the original effective date of the fiscal year beginning after December 15, 2016 (including interim reporting periods within those periods). The amendment guidance may be applied retrospectively to each prior period presented with the option to apply practical expedients or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently assessing what impact, if any, the adoption of this ASU will have on its Consolidated Financial Statements and related disclosure.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provides guidance on management’s responsibility to evaluate whether there is substantial doubt about the ability to continue as a going concern and to provide related disclosures. This guidance will be effective for annual periods ending after December 15, 2016, with early application permitted. The Company does not expect the adoption of this guidance to have a significant impact on its Consolidated Financial Statements and related disclosure.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. ASU 2015-11 applies to inventory that is measured using first-in, first-out (“FIFO”) or average cost method and requires measurement of that inventory at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance will be effective for the Company beginning fiscal year 2017, with early adoption permitted. The Company does not expect the adoption of this guidance to have a significant impact on its Consolidated Financial Statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The guidance will be effective for the Company beginning fiscal year 2018. The Company does not expect the adoption of this guidance to have a significant impact on its Consolidated Financial Statements and related disclosure.

In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The guidance will be effective for the Company beginning fiscal year 2019, with early adoption permitted. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. The Company is currently assessing the impact the adoption of this ASU will have on its Consolidated Financial Statements and related disclosure.

In March 2016, the FASB issued ASU 2016-04, Recognition of Breakage for Certain Prepaid Stored-Value Products. The new guidance creates an exception under ASC 405-20, Liabilities-Extinguishments of Liabilities, to derecognize financial liabilities related to certain prepaid stored-value products using a revenue-like breakage model. The guidance will be effective for the Company beginning fiscal year 2018, with early adoption permitted. This guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently assessing what impact, if any, the adoption of this ASU will have on its Consolidated Financial Statements and related disclosure.

In March 2016, the FASB issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement for an investor to retroactively apply the equity method when its increase in ownership interest in an investee triggers equity method accounting. The guidance will be effective for the Company beginning fiscal year 2017, with early adoption permitted. The amendments can be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. The Company is currently assessing what impact, if any, the adoption of this ASU will have on its Consolidated Financial Statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance will be effective for the Company beginning fiscal year 2017, with early application permitted. The Company is currently assessing what impact, if any, the adoption of this ASU will have on its Consolidated Financial Statements and related disclosure.

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ASSETS HELD FOR SALE

3 Months Ended

Mar. 29, 2016

Assets Held-for-sale, Not Part of Disposal Group [Abstract]

Assets Held For Sale [Text Block]

3. ASSETS HELD FOR SALE

 

In November 2014, the Company announced plans to transition to an asset light model through the refranchising of Company stores. In connection with that planned transition, 99 Company Stores and one unopened company store met the criteria as assets held for sale as of December 30, 2014. During fiscal 2015, an additional 125 stores met the criteria to be classified as assets held for sale increasing the total to 224 stores of which 176 stores were refranchised from assets held for sale. The 48 remaining stores were reclassified out of assets held for sale back to their original asset group based on management’s decision to retain the stores. As of March 29, 2016 and December 29, 2015 there are no stores in assets held for sale and $0 is reflected as held for sale in the accompanying Condensed Consolidated Balance Sheets.

The Company recognized a loss on disposal of assets of $0.1 million and a gain on disposal of assets of  $0.8 million during the quarter ended March 29, 2016 and March 31, 2015, respectively. Gain on disposal of assets during the quarter ended March 31, 2015 included $1.9 million for sale of fixed assets of refranchised Company Stores. In addition, a loss of $1.1 million was recorded as a result of the reclassification of stores to assets held for sale. This adjustment reflected the lower of net book value or fair value for a certain group of stores.

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FAIR VALUE MEASUREMENT

3 Months Ended

Mar. 29, 2016

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

4. FAIR VALUE MEASUREMENT

Financial Assets and Liabilities

The following instruments are not measured at fair value on the Company’s consolidated balance sheets but require disclosure of their fair values: cash and cash equivalents, accounts receivables, notes receivable and accounts payable. The estimated fair value of such instruments, excluding notes receivable, approximates their carrying value as reported on the consolidated balance sheets due to the short-term nature. The estimated fair value of notes receivable approximates its carrying value due to the interest rates aligning with market rates. The fair value of such financial instruments is determined using the income approach based on the present value of estimated future cash flows. The fair value of these instruments would be categorized as Level 2 in the fair value hierarchy, with the exception of cash and cash equivalents, which would be categorized as Level 1.

Non-financial Assets and Liabilities

The Company’s non-financial assets and liabilities primarily consist of long-lived assets, trademarks and other intangibles, and are reported at carrying value. They are not required to be measured at fair value on a recurring basis. The Company evaluates long-lived assets for impairment when facts and circumstances indicate that their carrying values may not be recoverable. Trademarks and other intangibles are evaluated for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

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CREDIT AGREEMENT

3 Months Ended

Mar. 29, 2016

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

5. CREDIT AGREEMENT

 

On February 14, 2012, the Company entered into a Credit Agreement with Wells Fargo Bank, National Association (the “Lender”) which, as amended on November 1, 2012, July 22, 2013, November 4, 2013, December 30, 2014, and December 29, 2015 (as amended, the “Credit Agreement”), makes available to the Company a revolving line of credit in the amount of $10.0 million. The outstanding balance under the Credit Agreement bears interest at a LIBOR Market Index Rate based upon the rate for one month U.S. dollar deposits, plus 2.50% per annum. Under the terms of the Credit Agreement, the Company is required to either maintain minimum cash or consolidated EBITDA levels, minimum levels of tangible net worth and a minimum fixed charge coverage ratio. The Credit Agreement terminates July 22, 2016 or may be terminated earlier by the Company or by the Lender. This credit facility is subject to customary affirmative and negative covenants for credit facilities of this type, including limitations on the Company with respect to liens, indebtedness, guaranties, investments, distributions, mergers and acquisitions and dispositions of assets. The credit facility is evidenced by a revolving note made by the Company in favor of the Lender, is guaranteed by the Company and is secured by substantially all of its assets including the assets of its subsidiaries and a pledge of stock of its subsidiaries. In addition, the Credit Agreement replaced restricted cash requirements established in prior periods, as the line of credit also collateralizes the Company’s outstanding letters of credit of $0.6 million as of March 29, 2016.

During the 13-week period ended March 29, 2016, there were no borrowings under the Credit Agreement. To acquire the credit facility, the Company incurred upfront fees which are being amortized over the term of the Credit Agreement. As of March 29, 2016 and December 29, 2015, the unamortized commitment fee amount was not material. As of March 29, 2016, the Company was not in compliance with all the financial covenants to the Credit Agreement, which will restrict any future borrowings.

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SHARE-BASED COMPENSATION

3 Months Ended

Mar. 29, 2016

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Disclosure Of Compensation Related Costs Share Based Payments [Text Block]

6. SHARE-BASED COMPENSATION

 

Stock Options — A summary of stock option activity under the Plans as of March 29, 2016, and changes during the 13-week period then ended are presented below (shares in thousands):

					Weighted-Average
	Number of		Weighted-Average		Contractual Term		Aggregate
Options	Shares		Exercise Price		Remaining (years)		Intrinsic Value
Balance at December 29, 2015		1,530	$	12.42		5.76	$	3,960
Granted		150		12.35
Exercised		(10)		10.58
Canceled		(98)		14.99
Balance at March 29, 2016		1,572	$	12.26		6.15	$	3,108
Vested and expected to vest—March 29, 2016		1,412	$	12.11		5.81	$	3,106
Exercisable—March 29, 2016		719	$	10.70		2.62	$	3,083

During the 13-week period ended March 29, 2016, options exercisable for  150,000 shares of  the Company’s common stock were granted under the 2013 Equity Incentive Plan at a weighted average grant date fair value of $12.35. The fair value of stock options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

	13-Week
	Period Ended
	March 29, 2016
Risk-free interest rate		1.5	%
Expected term (in years)		5.85
Expected volatility		42.2	%
Expected dividend yield		0.0	%

During the 13-week period ended March 31, 2015, options exercisable for  1.0 million shares of the Company’s common stock were granted under the 2013 Equity Incentive Plan at a weighted average grant date fair value of $6.04.  

Restricted Stock —  Information regarding activities during the 13-week period ended March 29, 2016 for outstanding restricted stock units (RSUs) granted under the 2013 Equity Incentive Plan is as follows (shares in thousands):

			Weighted-Average
	Number of		Grant Date
RSUs	Shares		Fair Value
Non-vested at December 29, 2015		190	$	14.09
Granted		-		-
Vested		-		-
Forfeited		(15)		13.89
Non-vested at March 29, 2016		175	$	14.11

During the 13-week period ended March 29, 2016, no RSUs were granted under the 2013 Equity Incentive Plan. During the 13-week period ended March 31, 2015, RSUs exercisable for 3,000 shares of the Company’s common stock were granted under the 2013 Equity Incentive Plan at a weighted average grant date fair value of $15.01.

Performance Stock — No performance stock units were granted or vested during the 13-week periods ended March 29, 2016 or March 31, 2015.

Share-based compensation expense, which is included in general and administrative expenses, was $0.8 million and $1.1 million for the 13-week periods ended March 29, 2016 and March 31, 2015, respectively. At March 29, 2016, unvested share-based compensation for stock options and restricted stock awards, net of forfeitures, totaled $3.8 million. This expense will be recognized over the remaining weighted average vesting period of approximately 3 years. There was no income tax benefit related to share-based compensation expense during the 13-week periods ended March 29, 2016, and March 31, 2015.

In January 2016, in connection with the hiring of the Company’s new Chief Executive Officer, the Company agreed to grant equity awards to the new Chief Executive Officer, which included an award of 350,000 performance-based restricted stock units vesting upon achievement of compound annual stock price growth rate targets of 15%, 22.5% and 30% over a three-year period, 50,000 “premium-priced” stock options with an exercise price determined based on a 15% compound annual stock price growth rate over three years, and 150,000 stock options granted at 100% of fair market value on the grant date. The 150,000 stock options granted at 100% of fair market value on the grant date were granted in March 2016 and the 50,000 “premium-priced” stock options were granted in April 2016. The 350,000 performance-based restricted stock units will be granted subsequent to the 13-week period ended March 29, 2016, subject to the stockholders’ approval of the Company’s amendment of the Jamba Inc. 2013 Equity Incentive Plan authorizing the underlying shares to be issued. 

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STOCK REPURCHASES

3 Months Ended

Mar. 29, 2016

Equity [Abstract]

Treasury Stock [Text Block]

7. STOCK REPURCHASES

 

On October 29, 2014, the Company’s Board of Directors authorized the repurchase of up to $25.0 million of shares of common stock over an 18-month period (the "2014 Stock Repurchase Program"). The Company’s Board of Directors authorized an increase to the Stock Repurchase Program of $15.0 million to a total of $40.0 million in May 2015 and an additional $5.0 million to a total of $45.0 million in September 2015, which expired  on May 4, 2016. During the 13-week period ended March 29, 2016, the Company did not repurchase shares. Shares repurchased under the Stock Repurchase Program are considered treasury stock until retired. The Company's total shares of common stock repurchased since inception through March 29, 2016 was 2.9 million, at an average price per share of $13.99.

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OTHER OPERATING, NET

3 Months Ended

Mar. 29, 2016

Other Operating Net [Abstract]

Other Operating Net [Text Block]

8. OTHER OPERATING, NET

 

For the 13-week periods ended March 29, 2016 and March 31, 2015, the components of other operating, net were as follows (in thousands):

	13-Week Period Ended
	March 29, 2016		March 31, 2015
Jambacard breakage income	$	(705)	$	(1,022)
Jambacard expense		160		111
CPG and JambaGO® direct expense		633		610
Franchise discount expense		193		274
Franchise sublease income		(261)		(41)
Franchise other expense		72		336
Bad debt		-		12
International expense		166		153
Loss on investments		26		204
Other		(13)		69
Total other operating, net	$	271	$	706

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 29, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

9. COMMITMENTS AND CONTINGENCIES

 

The Company is a defendant in litigation arising in the normal course of business. Although there can be no assurance as to the ultimate disposition of these matters, it is the opinion of the Company’s management, based upon the information available at this time, that the expected outcome of these matters, individually or in the aggregate, will not have a material adverse effect on the results of operations, liquidity or financial condition of the Company.

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RELATED-PARTY TRANSACTIONS

3 Months Ended

Mar. 29, 2016

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

10. RELATED-PARTY TRANSACTIONS

In the first quarter of fiscal 2016, the Company received $0.1 million from Country Pure Foods related to vendor supply chain management fees and less than $0.1 million from Sodexo related to licensing fees for Jamba units operated by Sodexo. One Jamba Juice Director is on the Board of Directors for Country Pure Foods and another Jamba Juice Director is an executive with Sodexo.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 29, 2016

Subsequent Events [Abstract]

Subsequent Events [Text Block]

11. SUBSEQUENT EVENTS

 

On April 27, 2016, the Company executed an agreement for early termination of a store lease. The store was closed on December 29, 2015 and the estimated fair value of the lease termination obligation was accrued in fiscal 2015. The agreement will result in a reduction of store lease termination and closure costs of approximately $0.1 million, which will be recognized in the next quarter.

On May 4, 2016, the Company announced a plan to relocate its corporate headquarters from Emeryville, California to Frisco, Texas, a suburb of Dallas. The relocation process, including the consolidation of certain other operations of the Company, is expected to be completed within the next six to eight months. The Company expects to incur approximately $6.0 million related to its relocation of corporate headquarters as a result of personnel relocation, employee attrition, retention, severance and replacement, office relocation and other costs.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 29, 2016

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of presentation and consolidation

 The accompanying unaudited condensed consolidated financial statements of Jamba, Inc. have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q. The December 29, 2015 Condensed Consolidated Balance Sheets was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results of the 13-week period ended March 29, 2016 are not necessarily indicative of the results of operations to be expected for the entire fiscal year.

The condensed consolidated financial statements include the accounts of the Company and its direct or indirect subsidiary, Jamba Juice Company. The accounts of Jamba Juice Southern California, LLC (“JJSC”) are included through April 28, 2015, when the Company sold its 88% interest in JJSC to the holder of JJSC’s noncontrolling interest. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications were made to the Company’s prior financial statements to conform to current year presentation. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 29, 2015.

Use of Estimates, Policy [Policy Text Block]

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates.

Earnings Per Share, Policy [Policy Text Block]

Earnings (Loss) Per Share

Earnings per share is computed in accordance with Accounting Standards Codification (“ASC”) 260, Earnings per Share. Basic earnings (loss) per share is computed based on the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed based on the weighted-average number of common shares and potentially dilutive securities, which includes preferred stock outstanding, outstanding warrants and outstanding options and restricted stock awards granted under the Company’s stock option plans.

Anti-dilutive common stock equivalents totaling 1.8 million and 1.6 million were excluded from the calculation of diluted weighted-average shares outstanding for the 13-week periods ended March 29, 2016 and March 31, 2015, respectively. Basic and diluted earnings (loss) per share do not differ given the net loss position as potentially dilutive securities are anti-dilutive.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurement

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Level 1: Quoted prices are available in active markets for identical assets or liabilities.

Level 2: Inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable.

Level 3: Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions that market participants would use in pricing.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued amended guidance on revenue from contracts with customers which amended the existing accounting standards for revenue recognition. Accounting Standards Update (“ASU”) 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date to fiscal years beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted to the original effective date of the fiscal year beginning after December 15, 2016 (including interim reporting periods within those periods). The amendment guidance may be applied retrospectively to each prior period presented with the option to apply practical expedients or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently assessing what impact, if any, the adoption of this ASU will have on its Consolidated Financial Statements and related disclosure.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provides guidance on management’s responsibility to evaluate whether there is substantial doubt about the ability to continue as a going concern and to provide related disclosures. This guidance will be effective for annual periods ending after December 15, 2016, with early application permitted. The Company does not expect the adoption of this guidance to have a significant impact on its Consolidated Financial Statements and related disclosure.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. ASU 2015-11 applies to inventory that is measured using first-in, first-out (“FIFO”) or average cost method and requires measurement of that inventory at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance will be effective for the Company beginning fiscal year 2017, with early adoption permitted. The Company does not expect the adoption of this guidance to have a significant impact on its Consolidated Financial Statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The guidance will be effective for the Company beginning fiscal year 2018. The Company does not expect the adoption of this guidance to have a significant impact on its Consolidated Financial Statements and related disclosure.

In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. The guidance will be effective for the Company beginning fiscal year 2019, with early adoption permitted. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. The Company is currently assessing the impact the adoption of this ASU will have on its Consolidated Financial Statements and related disclosure.

In March 2016, the FASB issued ASU 2016-04, Recognition of Breakage for Certain Prepaid Stored-Value Products. The new guidance creates an exception under ASC 405-20, Liabilities-Extinguishments of Liabilities, to derecognize financial liabilities related to certain prepaid stored-value products using a revenue-like breakage model. The guidance will be effective for the Company beginning fiscal year 2018, with early adoption permitted. This guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently assessing what impact, if any, the adoption of this ASU will have on its Consolidated Financial Statements and related disclosure.

In March 2016, the FASB issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement for an investor to retroactively apply the equity method when its increase in ownership interest in an investee triggers equity method accounting. The guidance will be effective for the Company beginning fiscal year 2017, with early adoption permitted. The amendments can be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. The Company is currently assessing what impact, if any, the adoption of this ASU will have on its Consolidated Financial Statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance will be effective for the Company beginning fiscal year 2017, with early application permitted. The Company is currently assessing what impact, if any, the adoption of this ASU will have on its Consolidated Financial Statements and related disclosure.

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SHARE-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 29, 2016

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of stock option activity under the Plans as of March 29, 2016, and changes during the 13-week period then ended are presented below (shares in thousands):

					Weighted-Average
	Number of		Weighted-Average		Contractual Term		Aggregate
Options	Shares		Exercise Price		Remaining (years)		Intrinsic Value
Balance at December 29, 2015		1,530	$	12.42		5.76	$	3,960
Granted		150		12.35
Exercised		(10)		10.58
Canceled		(98)		14.99
Balance at March 29, 2016		1,572	$	12.26		6.15	$	3,108
Vested and expected to vest—March 29, 2016		1,412	$	12.11		5.81	$	3,106
Exercisable—March 29, 2016		719	$	10.70		2.62	$	3,083

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The fair value of stock options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

	13-Week
	Period Ended
	March 29, 2016
Risk-free interest rate		1.5	%
Expected term (in years)		5.85
Expected volatility		42.2	%
Expected dividend yield		0.0	%

Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

Information regarding activities during the 13-week period ended March 29, 2016 for outstanding restricted stock units (RSUs) granted under the 2013 Equity Incentive Plan is as follows (shares in thousands):

			Weighted-Average
	Number of		Grant Date
RSUs	Shares		Fair Value
Non-vested at December 29, 2015		190	$	14.09
Granted		-		-
Vested		-		-
Forfeited		(15)		13.89
Non-vested at March 29, 2016		175	$	14.11

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OTHER OPERATING, NET (Tables)

3 Months Ended

Mar. 29, 2016

Other Operating Net [Abstract]

Schedule of Other Operating Cost and Expense, by Component [Table Text Block]

For the 13-week periods ended March 29, 2016 and March 31, 2015, the components of other operating, net were as follows (in thousands):

	13-Week Period Ended
	March 29, 2016		March 31, 2015
Jambacard breakage income	$	(705)	$	(1,022)
Jambacard expense		160		111
CPG and JambaGO® direct expense		633		610
Franchise discount expense		193		274
Franchise sublease income		(261)		(41)
Franchise other expense		72		336
Bad debt		-		12
International expense		166		153
Loss on investments		26		204
Other		(13)		69
Total other operating, net	$	271	$	706

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DESCRIPTION OF BUSINESS (Details Textual)	Mar. 29, 2016
Company Stores [Member]
Franchisor Disclosure [Line Items]
Number of Stores	68
Franchise Stores [Member]
Franchisor Disclosure [Line Items]
Number of Stores	752
International Stores [Member]
Franchisor Disclosure [Line Items]
Number of Stores	65
Jamba Juice stores [Member]
Franchisor Disclosure [Line Items]
Number of Stores	885

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - shares shares in Millions	3 Months Ended
	Mar. 29, 2016	Mar. 31, 2015	Apr. 28, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1.8	1.6
Jamba Juice Southern California, LLC [Member]
Noncontrolling Interest, Ownership Percentage by Parent			88.00%

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ASSETS HELD FOR SALE (Details Textual)	1 Months Ended	3 Months Ended
	Dec. 30, 2014	Mar. 29, 2016 USD ($)	Mar. 31, 2015 USD ($)	Dec. 29, 2015 USD ($)
Assets Held For Sale Current [Line Items]
Disposal Group, Including Discontinued Operation, Assets, Current		$ 0		$ 0
Number Of Unopened Stores	one
Franchised Units [Member]
Assets Held For Sale Current [Line Items]
Number of Stores				224
Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Assets Held For Sale Current [Line Items]
Number of Stores				48
Gain (Loss) on Disposition of Property Plant Equipment		$ 100,000	$ 800,000
Loss On Sale of Property Plant and Equipment			1,100,000
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Refranchised Units [Member]
Assets Held For Sale Current [Line Items]
Number of Stores				176
Proceeds from Sale of Property, Plant, and Equipment, Total			$ 1,900,000
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Company store [Member]
Assets Held For Sale Current [Line Items]
Number of Stores	99	0		0

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CREDIT AGREEMENT (Details Textual) - Line of Credit [Member] $ in Millions	3 Months Ended
	Mar. 29, 2016 USD ($)
Credit Agreement [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 10.0
Debt Instrument, Maturity Date	Jul. 22, 2016
Letters of Credit Outstanding, Amount	$ 0.6
Line of Credit Facility, Interest Rate Description	LIBOR Market Index Rate based upon the rate for one month U.S. dollar deposits, plus 2.50% per annum.

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SHARE-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 29, 2016	Dec. 29, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares outstanding, Beginning Balance	1,530
Number of Shares, Granted	150
Number of Shares, Exercised	(10)
Number of Shares, Canceled	(98)
Number of Shares outstanding, Ending Balance	1,572	1,530
Number of Shares, Vested and expected to vest - March 29, 2016	1,412
Number of Shares, Exercisable - March 29, 2016	719
Weighted-Average Exercise Price outstanding, Beginning Balance (in dollars per share)	$ 12.42
Weighted-Average Exercise Price, Granted (in dollars per share)	12.35
Weighted-Average Exercise Price, Exercised (in dollars per share)	10.58
Weighted-Average Exercise Price, Canceled (in dollars per share)	14.99
Weighted-Average Exercise Price outstanding, Ending Balance (in dollars per share)	12.26	$ 12.42
Weighted-Average Exercise Price, Vested and expected to vest - March 29, 2016 (in dollars per share)	12.11
Weighted-Average Exercise Price, Exercisable - March 29, 2016 (in dollars per share)	$ 10.70
Weighted-Average Contractual Term Remaining (years)	6 years 1 month 24 days	5 years 9 months 4 days
Weighted-Average Contractual Term Remaining Vested and expected to vest - March 29, 2016	5 years 9 months 22 days
Weighted-Average Contractual Term Remaining Exercisable - March 29, 2016	2 years 7 months 13 days
Aggregate Intrinsic Value, Beginning Balance	$ 3,960
Aggregate Intrinsic Value, Ending Balance	3,108	$ 3,960
Aggregate Intrinsic Value, Vested and expected to vest - March 29, 2016	3,106
Aggregate Intrinsic Value, Exercisable at March 29, 2016	$ 3,083

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SHARE-BASED COMPENSATION (Details 1)	3 Months Ended
	Mar. 29, 2016
Risk-free interest rate	1.50%
Expected term (in years)	5 years 10 months 6 days
Expected volatility	42.20%
Expected dividend yield	0.00%

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SHARE-BASED COMPENSATION (Details 2) - Restricted Stock Units (RSUs) [Member] shares in Thousands	3 Months Ended
	Mar. 29, 2016 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares, Non-vested (in shares) | shares	190
Number of shares, Granted (in shares) | shares	0
Number of shares, Vested (in shares) | shares	0
Number of shares, Forfeited (in shares) | shares	(15)
Number of shares, Non-vested (in shares) | shares	175
Weighted-Average Grant Date Fair Value, Outstanding (in dollar per share) | $ / shares	$ 14.09
Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares	0
Weighted-Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares	0
Weighted-Average Grant Date Fair Value, Forfeited/canceled (in dollars per share) | $ / shares	13.89
Weighted- Average Grant Date Fair Value, Outstanding (in dollar per share) | $ / shares	$ 14.11

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SHARE-BASED COMPENSATION (Details Textual) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended			3 Months Ended
	Apr. 30, 2016	Mar. 31, 2016	Jan. 31, 2016	Mar. 29, 2016	Mar. 29, 2016	Mar. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Option And Restricted Stock, Remaining Weighted Average Vesting Period					3 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross					150,000
Amortized Expenses On Stock Option Issuance					$ 3.8
Equity Incentive Plan 2013 [Member] | Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value					$ 12.35
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value						$ 6.04
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross					150,000	1,000,000
Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance			50,000
Chief Executive Officer [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent				15.00%
Chief Executive Officer [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent				22.50%
Chief Executive Officer [Member] | Share-based Compensation Award, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent				30.00%
Chief Executive Officer [Member] | Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		150,000
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent		100.00%	100.00%
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance			150,000
Chief Executive Officer [Member] | Premium-Priced Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation, Valuation Assumptions Compound Annual Stock Price Growth Rate			15.00%
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense					$ 0.8	$ 1.1
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value					$ 0
Number of Shares Granted					0
Restricted Stock Units (RSUs) [Member] | Equity Incentive Plan 2013 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value						$ 15.01
Number of Shares Granted						3,000
Performance Stock Units [Member] | Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value					$ 350,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	50,000
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance			350,000

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STOCK REPURCHASES (Details Textual) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended
	Sep. 30, 2015	May. 31, 2015	Mar. 29, 2016	Oct. 29, 2014
Equity, Class of Treasury Stock [Line Items]
Stock Repurchase Program, Authorized Amount	$ 45.0	$ 40.0		$ 25.0
Treasury Stock Acquired, Average Cost Per Share			$ 13.99
Increase Stock Repurchase Program Authorized Amount	$ 5.0	$ 15.0
Treasury Stock, Value, Acquired, Cost Method			$ 2.9

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OTHER OPERATING, NET (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 29, 2016	Mar. 31, 2015
Other Operating Income Expenses [Line Items]
Jambacard breakage income	$ (705)	$ (1,022)
Jambacard expense	160	111
CPG and JambaGO® direct expense	633	610
Franchise discount expense	193	274
Franchise sublease income	(261)	(41)
Franchise other expense	72	336
Bad debt	0	12
International expense	166	153
Loss on investments	26	204
Other	(13)	69
Total other operating, net	$ 271	$ 706

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RELATED-PARTY TRANSACTIONS (Details Textual) $ in Millions	3 Months Ended
	Mar. 29, 2016 USD ($)
Country Pure Foods [Member]
Related Party Transaction [Line Items]
Management Fees Revenue, Total	$ 0.1
Sodexo [Member]
Related Party Transaction [Line Items]
Licenses Revenue	$ 0.1

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SUBSEQUENT EVENTS (Details Textual) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 27, 2016	Mar. 29, 2016	Mar. 31, 2015	May. 04, 2016
Subsequent Event [Line Items]
Store Lease Termination and Closure		$ 120	$ 22
Subsequent Event [Member]
Subsequent Event [Line Items]
Store Lease Termination and Closure	$ (100)
Restructuring and Related Cost, Expected Cost, Total				$ 6,000