UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): March 3, 2016
Jones
Soda Co.
(Exact
Name of Registrant as Specified in Its Charter)
Washington
(State
or Other Jurisdiction of Incorporation)
0-28820
|
52-2336602
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
66 South Hanford Street, Suite 150, Seattle, Washington
|
98134
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(206) 624-3357
(Registrant's Telephone Number, Including
Area Code)
Not Applicable
(Former Name or
Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2.
below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On March 3, 2016, Jones Soda Co. (the "Company") issued a press release
announcing its financial results for the fourth quarter and year ended
December 31, 2015. The press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
The Company will host a conference call to discuss the Company's
financial results for the fourth quarter and year ended December 31,
2015 on March 3, 2016 at 4:30 p.m. Eastern time This call will be
webcast and can be accessed by visiting our website at www.jonessoda.com
or www.jonessoda.com/pages/webcasts. Investors may also listen to
the call via telephone by dialing (913) 312-0977 (confirmation code:
6981448). In addition, a telephone replay will be available by dialing
(858) 384-5517 (confirmation code: 6981448) through March 10, 2016, at
11:59 p.m. Eastern Time.
The information in this Current Report in Item 2.02 and Exhibit 99.1 is
being furnished to the Securities and Exchange Commission and shall not
be deemed “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liabilities of that
Section, and shall not be incorporated by reference into any
registration statement or other document filed pursuant to the
Securities Act of 1933, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
|
Exhibit Description
|
|
99.1
|
|
Press Release, dated March 3, 2016
|
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 hereunto duly authorized.
|
|
JONES SODA CO.
|
|
|
|
Date:
|
March 3, 2016
|
By:
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/s/ Jennifer L. Cue
|
|
|
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Jennifer L. Cue, Chief Executive Officer
|
Exhibit 99.1
Jones
Soda Co. Reports Fiscal 2015 Fourth Quarter Results and Year-End Results
Company
Reports 11% Revenue Growth for the Fourth Quarter
SEATTLE--(BUSINESS WIRE)--March 3, 2016--Jones Soda Co. (the Company)
(OTCQB:JSDA), a leader in the premium beverage category and known for
its unique branding and innovative marketing, today announced results
for the fourth quarter and year ended December 31, 2015.
For the fourth quarter of 2015, the Company reported revenue of $2.7
million, an increase of 10.9%, compared to the prior year’s fourth
quarter revenue of $2.4 million. For the year ended December 31, 2015,
the Company reported net revenue of $13.6 million, an increase of 0.3%
compared to the prior year’s revenue of $13.6 million.
Commenting on the results, Jones Soda CEO Jennifer Cue said, “We are
pleased with the increased revenue for the fourth quarter and fiscal
year ended December 31, 2015. Despite the weakness in the Canadian
dollar, we were still able to show double digit revenue growth in our
core business fueled by increases in case volume. Looking forward in
2016, we anticipate strong revenue momentum from our new private label
partnership with 7-Eleven, Inc. and the launch of our new brand,
Lemoncocco. These new product lines, plus new Jones fountain
partnerships, support our mission for sustainable, profitable growth.”
Fourth Quarter Review – Comparison of Quarters Ended December 31,
2015 and 2014
-
Revenue increased 10.9% (despite a 15% period over period decrease in
the average Canadian to U.S. dollar exchange rate) to $2.7 million,
compared to $2.4 million last year.
-
Gross profit margin increased to 18.7% of revenue, compared to 16.5%
in the comparable quarter of 2014, due primarily to favorable impact
on cost of goods by shifting more production to Canadian operations
given the Canadian-U.S. dollar exchange rate
-
Operating expenses decreased by $127,000, or 11.9%, to $939,000,
compared to $1.1 million in the comparable quarter of 2014.
-
Loss from operations improved to $438,000 compared to an operating
loss of $669,000 in the comparable quarter of 2014.
-
Net loss increased to $545,000 or $(0.01) per share, compared to a net
loss of $339,000 or $ (0.01) per share, last year primarily due to a
one-time deferred rent adjustment to other income of $334,000 during
the fourth quarter of 2014 related to our prior office lease
Full Year Review - Comparison of Years Ended December 31, 2015 and
2014
-
Revenue increased 0.3% (despite a 14% period over period decrease in
the average Canadian to U.S. dollar exchange rate) to $13.6 million,
compared to $13.6 million the prior year.
-
Gross profit margin increased to 23.9% of revenue, compared to 22.2%
the prior year, due primarily to favorable impact on cost of goods by
shifting more production to Canadian operations given the
Canadian-U.S. dollar exchange rate
-
Operating expenses decreased by $770,000, or 16.1%, to $4.0 million,
compared to $4.8 million the prior year.
-
Loss from operations decreased by $1,002,000 or 57.0%, to $756,000,
compared to $1.8 million last year.
-
Net loss was $1,120,000 or $(0.03) per share, compared to a net loss
of $1.5 million or $ (0.04) per share, the prior year.
Conference Call
The Company will discuss its results for the quarter and fiscal year
ended December 31, 2015, on its scheduled conference call today,
March 3, 2016, at 4:30 p.m. Eastern time (1:30 p.m. Pacific time). This
call will be webcast and can be accessed by visiting our website at www.jonessoda.com
or www.jonessoda.com/pages/webcasts. Investors may also listen to
the call via telephone by dialing (913) 312-0977 (confirmation code:
6981448). In addition, a telephone replay will be available by dialing
(858) 384-5517 (confirmation code: 6981448) through March 10, 2016, at
11:59 p.m. Eastern Time.
About Jones Soda Co.
Headquartered in Seattle, Washington, Jones Soda Co.®
(OTCQB: JSDA) markets and distributes premium beverages under the Jones®
Soda, Jones Zilch®, Jones Stripped™ and
LEMONCOCCO™ brands. A leader in the premium soda
category, Jones Soda is known for its variety of flavors, high quality
ingredients (including cane sugar), and innovative labeling technique
that incorporates always-changing photos sent in from its consumers. The
diverse product line of Jones offers something for everyone – pure cane
sugar soda, zero-calorie soda and an all-naturally sweetened sparkling
beverage with only 30 calories and 8 grams of sugar. Jones Soda is sold
across North America through traditional beverage retailers and in many
retailers where you would not expect to find carbonated beverages. For
more information, visit www.jonessoda.com or www.myjones.com.
Forward-Looking Statements Disclosure
Certain statements in this press release are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include all passages
containing words such as “will,” “aims,” “anticipates,” “becoming,”
“believes,” “continue,” “estimates,” “expects,” “future,” “intends,”
“plans,” “predicts,” “projects,” “targets,” or “upcoming.”
Forward-looking statements also include any other passages that are
primarily relevant to expected future events or that can only be
evaluated by events that will occur in the future. Forward-looking
statements are based on the opinions and estimates of management at the
time the statements are made and are subject to certain risks and
uncertainties that could cause actual results to differ materially from
those anticipated or implied in the forward-looking statements. Factors
that could affect the Company's actual results include, among others:
its ability to successfully execute on its operating plans for 2016;
consumer response to and market acceptance of the Company’s cobranded
product with 7-Eleven and the Company’s new product, Lemoncocco;
competition in the fountain business, particularly from Coke and Pepsi;
the Company’s ability to maintain and expand distribution arrangements
with distributors, independent accounts, retailers or national retail
accounts; its ability to manage operating expenses and generate
sufficient cash flow from operations; its ability to increase revenues
and achieve case sales goals on reduced operating expenses; its ability
to develop and introduce new products to satisfy customer preferences;
its ability to market and distribute brands on a national basis; changes
in consumer demand or market acceptance for its products; its ability to
increase demand and points of distribution for its products or to
successfully innovate new products and product extensions; its ability
to maintain relationships with co-packers; its ability to maintain a
consistent and cost-effective supply of raw materials; its ability to
maintain brand image and product quality; its ability to attract, retain
and motivate key personnel; the impact of currency rate fluctuations;
its ability to protect its intellectual property; the impact of future
litigation; the impact of intense competition from other beverage
suppliers; and its ability to access the capital markets for any future
equity financing, and any actual or perceived limitations by being
traded on the OTCQB Marketplace. More information about factors that
potentially could affect the Company’s operations or financial results
is included in its most recent annual report on Form 10-K for the year
ended December 31, 2014, filed with the Securities and Exchange
Commission on March 25, 2015. Readers are cautioned not to place undue
reliance upon these forward-looking statements that speak only as to the
date of this release. Except as required by law, the Company undertakes
no obligation to update any forward-looking or other statements in this
press release, whether as a result of new information, future events or
otherwise.
|
JONES SODA CO. CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS (In thousands, except per share data)
|
|
|
|
Three months ended December 31,
|
|
Twelve months ended December 31,
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
(Unaudited)
|
|
|
|
|
(Unaudited)
|
|
|
|
Revenue
|
|
$
|
2,674
|
|
|
$
|
2,411
|
|
|
$
|
13,591
|
|
|
$
|
13,555
|
|
Cost of goods sold
|
|
|
2,173
|
|
|
|
2,014
|
|
|
|
10,347
|
|
|
|
10,543
|
|
Gross profit
|
|
|
501
|
|
|
|
397
|
|
|
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3,244
|
|
|
|
3,012
|
|
Gross profit %
|
|
|
18.7
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%
|
|
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16.5
|
%
|
|
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23.9
|
%
|
|
|
22.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
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Selling and marketing
|
|
|
434
|
|
|
|
554
|
|
|
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1,896
|
|
|
|
2,235
|
|
General and administrative
|
|
|
505
|
|
|
|
512
|
|
|
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2,104
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|
|
|
2,535
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|
|
|
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939
|
|
|
|
1,066
|
|
|
|
4,000
|
|
|
|
4,770
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|
Loss from operations
|
|
|
(438
|
)
|
|
|
(669
|
)
|
|
|
(756
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)
|
|
|
(1,758
|
)
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Interest expense
|
|
|
(23
|
)
|
|
|
(2
|
)
|
|
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(61
|
)
|
|
|
(14
|
)
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Other income (expense), net
|
|
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(27
|
)
|
|
|
319
|
|
|
|
(229
|
)
|
|
|
293
|
|
Loss before income taxes
|
|
|
(488
|
)
|
|
|
(352
|
)
|
|
|
(1,046
|
)
|
|
|
(1,479
|
)
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Income tax benefit (expense), net
|
|
|
(57
|
)
|
|
|
13
|
|
|
|
(74
|
)
|
|
|
(61
|
)
|
Net loss
|
|
$
|
(545
|
)
|
|
$
|
(339
|
)
|
|
$
|
(1,120
|
)
|
|
$
|
(1,540
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
Weighted average basic and diluted common shares outstanding
|
|
|
41,314,894
|
|
|
|
39,134,582
|
|
|
|
41,171,020
|
|
|
|
39,659,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31,
|
|
Twelve months ended December 31,
|
Case sale data (288-ounce equivalent)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
Finished product cases
|
|
|
214,000
|
|
|
|
191,000
|
|
|
|
1,041,000
|
|
|
|
1,012,000
|
|
|
|
JONES SODA CO. CONDENSED CONSOLIDATED BALANCE SHEETS (In
thousands, except per share data)
|
|
|
|
December 31,
|
|
|
2015
|
|
2014
|
|
|
(Unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
772
|
|
$
|
857
|
Accounts receivable, net of allowance of $27 and $49
|
|
|
1,840
|
|
|
1,237
|
Inventory
|
|
|
2,569
|
|
|
2,603
|
Prepaid expenses and other current assets
|
|
|
116
|
|
|
121
|
Total current assets
|
|
|
5,297
|
|
|
4,818
|
Fixed assets, net of accumulated depreciation of $907 and $1,399
|
|
|
37
|
|
|
25
|
Other assets
|
|
|
20
|
|
|
31
|
Total assets
|
|
$
|
5,354
|
|
$
|
4,874
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,786
|
|
$
|
1,375
|
Line of credit
|
|
|
908
|
|
|
—
|
Accrued expenses
|
|
|
850
|
|
|
814
|
Taxes payable
|
|
|
30
|
|
|
23
|
Deferred rent, current portion
|
|
|
—
|
|
|
24
|
Capital lease obligation, current portion
|
|
|
2
|
|
|
14
|
Total current liabilities
|
|
|
3,576
|
|
|
2,250
|
Capital lease obligations
|
|
|
—
|
|
|
2
|
Long-term liabilities — other
|
|
|
11
|
|
|
—
|
Shareholders’ equity:
|
|
|
|
|
|
|
Common stock, no par value:
|
|
|
|
|
|
|
Authorized — 100,000,000; issued and outstanding shares — 41,314,894
and 40,972,394 shares, respectively
|
|
|
53,764
|
|
|
53,650
|
Additional paid-in capital
|
|
|
8,467
|
|
|
8,234
|
Accumulated other comprehensive income
|
|
|
213
|
|
|
295
|
Accumulated deficit
|
|
|
(60,677)
|
|
|
(59,557)
|
Total shareholders’ equity
|
|
|
1,767
|
|
|
2,622
|
Total liabilities and shareholders’ equity
|
|
$
|
5,354
|
|
$
|
4,874
|
|
CONTACT:
Jones Soda Co.
Max Schroedl, 206-624-3357
Controller
finance@jonessoda.com
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