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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended September 30, 2013
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Washington
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52-2336602
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
þ
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Page
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3
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3
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5
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6
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7
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8
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9
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13
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19
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20
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20
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EX-3.1
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EX-31.1
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EX-31.2
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EX-32.1
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•
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Our ability to successfully execute on our turnaround strategy and our operating plan (Turnaround Plan) which is designed to return us to profitable operations;
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•
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Our ability to establish, maintain and expand distribution arrangements with independent distributors, retailers, brokers and national retail accounts, most of whom sell and distribute competing products, and whom we rely upon to employ sufficient efforts in managing and selling our products, including re-stocking the retail shelves with our products, on which our business plan and future growth are dependent in part;
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•
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Our ability to successfully develop and launch new products that match consumer beverage trends;
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•
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Our ability to increase revenues and achieve case sales goals on reduced operating expenses;
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•
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Our ability to manage our operating expenses and generate cash flow from operations, or our ability to secure additional financing if our case sales goals take longer to achieve under our Turnaround Plan;
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•
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Our ability to respond to changes in the consumer beverage marketplace, including potential reduced consumer demand due to health concerns (including obesity) and legislative initiatives against sweetened beverages;
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•
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Our ability to manage our inventory levels and to predict the timing and amount of our sales;
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•
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Our reliance on third-party contract manufacturers of our products and the geographic locations of their facilities, which could make management of our distribution efforts inefficient or unprofitable;
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•
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Our ability to secure a continuous supply and availability of raw materials, as well as other factors affecting our supply chain including increases in raw material costs and shortages of glass in the supply chain;
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•
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High or rising fuel and freight costs may have an adverse impact on our results of operations;
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•
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Our ability to source our flavors on acceptable terms from our key flavor suppliers;
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•
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Our ability to attract and retain key personnel, including retaining the services of our CEO, each of which would directly affect our efficiency and operations and could materially impair our ability to execute our Turnaround Plan;
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•
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Our inability to protect our trademarks and trade secrets, which may prevent us from successfully marketing our products and competing effectively;
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•
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Our ability to create and maintain brand name recognition and acceptance of our products, which is critical to our success in our competitive, brand-conscious industry;
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•
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Our ability to maintain brand image and product quality and avoid risks from other product issues such as product recalls;
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•
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Our ability to compete successfully against much larger, well-funded, established companies currently operating in the beverage industry;
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•
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Litigation or legal proceedings, which could expose us to significant liabilities and damage our reputation;
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•
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Our ability to maintain effective disclosure controls and procedures and internal control over financial reporting;
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•
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Our ability to maintain an effective information technology infrastructure;
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•
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Dilutive and other adverse effects on our existing shareholders and our stock price arising from future securities issuances;
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•
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Our ability to access the capital markets for any future equity financing, and any actual or perceived limitations to our common stock by being traded on the OTCQB Marketplace, including the level of trading activity, volatility or market liquidity;
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•
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Regional, national or global economic conditions that may adversely impact our business and results of operations; and
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•
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Our ability to comply with the many regulations to which our business is subject.
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September 30, 2013
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December 31, 2012
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||||
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(Unaudited)
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||||
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(In thousands, except share data)
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||||||
ASSETS
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|
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|
||||
Current assets:
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|
|
|
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|
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Cash and cash equivalents
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$
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1,162
|
|
|
$
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1,654
|
|
Accounts receivable, net of allowance of $34 and $93
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2,130
|
|
|
1,742
|
|
||
Inventory
|
2,787
|
|
|
2,223
|
|
||
Prepaid expenses and other current assets
|
164
|
|
|
264
|
|
||
Total current assets
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6,243
|
|
|
5,883
|
|
||
Fixed assets, net of accumulated depreciation of $1,156 and $1,787
|
292
|
|
|
497
|
|
||
Other assets
|
254
|
|
|
640
|
|
||
Total assets
|
$
|
6,789
|
|
|
$
|
7,020
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,350
|
|
|
$
|
885
|
|
Accrued expenses
|
678
|
|
|
767
|
|
||
Taxes payable
|
31
|
|
|
45
|
|
||
Other current liabilities
|
46
|
|
|
54
|
|
||
Total current liabilities
|
2,105
|
|
|
1,751
|
|
||
Long-term liabilities — other
|
419
|
|
|
485
|
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||
Shareholders’ equity:
|
|
|
|
|
|
||
Common stock, no par value:
|
|
|
|
|
|
||
Authorized — 100,000,000; issued and outstanding shares — 38,680,416 and 38,530,416 shares, respectively
|
52,972
|
|
|
52,867
|
|
||
Additional paid-in capital
|
7,839
|
|
|
7,590
|
|
||
Accumulated other comprehensive income
|
402
|
|
|
451
|
|
||
Accumulated deficit
|
(56,948
|
)
|
|
(56,124
|
)
|
||
Total shareholders’ equity
|
4,265
|
|
|
4,784
|
|
||
Total liabilities and shareholders’ equity
|
$
|
6,789
|
|
|
$
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7,020
|
|
|
Three Months Ended September 30,
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Nine Months Ended September 30,
|
||||||||||||
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2013
|
|
2012
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|
2013
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|
2012
|
||||||||
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(In thousands, except share data)
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||||||||||||||
Revenue
|
$
|
4,217
|
|
|
$
|
4,165
|
|
|
$
|
11,600
|
|
|
$
|
13,295
|
|
Cost of goods sold
|
3,203
|
|
|
3,009
|
|
|
8,592
|
|
|
9,519
|
|
||||
Gross profit
|
1,014
|
|
|
1,156
|
|
|
3,008
|
|
|
3,776
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Promotion and selling
|
646
|
|
|
571
|
|
|
1,744
|
|
|
2,848
|
|
||||
General and administrative
|
692
|
|
|
893
|
|
|
2,057
|
|
|
3,303
|
|
||||
|
1,338
|
|
|
1,464
|
|
|
3,801
|
|
|
6,151
|
|
||||
Loss from operations
|
(324
|
)
|
|
(308
|
)
|
|
(793
|
)
|
|
(2,375
|
)
|
||||
Other income (expense), net
|
14
|
|
|
9
|
|
|
18
|
|
|
(7
|
)
|
||||
Loss before income taxes
|
(310
|
)
|
|
(299
|
)
|
|
(775
|
)
|
|
(2,382
|
)
|
||||
Income tax expense, net
|
(20
|
)
|
|
(25
|
)
|
|
(49
|
)
|
|
(73
|
)
|
||||
Net loss
|
$
|
(330
|
)
|
|
$
|
(324
|
)
|
|
$
|
(824
|
)
|
|
$
|
(2,455
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Net loss per share - basic and diluted
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.07
|
)
|
Weighted average basic and diluted common shares outstanding
|
38,622,724
|
|
|
38,545,118
|
|
|
38,561,298
|
|
|
37,698,661
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(In thousands)
|
||||||||||||||
Net loss
|
$
|
(330
|
)
|
|
$
|
(324
|
)
|
|
$
|
(824
|
)
|
|
$
|
(2,455
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment gain (loss)
|
26
|
|
|
38
|
|
|
(49
|
)
|
|
37
|
|
||||
Total comprehensive loss
|
$
|
(304
|
)
|
|
$
|
(286
|
)
|
|
$
|
(873
|
)
|
|
$
|
(2,418
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net loss
|
$
|
(824
|
)
|
|
$
|
(2,455
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
174
|
|
|
221
|
|
||
Gain on sale of fixed asset
|
(6
|
)
|
|
—
|
|
||
Stock-based compensation
|
249
|
|
|
392
|
|
||
Change in allowance for doubtful accounts
|
(59
|
)
|
|
25
|
|
||
Deferred income tax
|
(2
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(415
|
)
|
|
(458
|
)
|
||
Inventory
|
(575
|
)
|
|
(407
|
)
|
||
Prepaid expenses and other current assets
|
100
|
|
|
69
|
|
||
Other assets
|
385
|
|
|
(104
|
)
|
||
Accounts payable
|
466
|
|
|
67
|
|
||
Accrued expenses
|
(83
|
)
|
|
(434
|
)
|
||
Taxes payable
|
(12
|
)
|
|
(26
|
)
|
||
Other liabilities
|
(21
|
)
|
|
(18
|
)
|
||
Net cash used in operating activities
|
(623
|
)
|
|
(3,128
|
)
|
||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchase of fixed assets
|
—
|
|
|
(24
|
)
|
||
Sale of fixed assets
|
38
|
|
|
85
|
|
||
Net cash provided by investing activities
|
38
|
|
|
61
|
|
||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from issuance of common stock, net
|
105
|
|
|
2,815
|
|
||
Payment of capital lease obligations
|
(50
|
)
|
|
(17
|
)
|
||
Net cash provided by financing activities
|
55
|
|
|
2,798
|
|
||
Net decrease in cash and cash equivalents
|
(530
|
)
|
|
(269
|
)
|
||
Effect of exchange rate changes on cash
|
38
|
|
|
16
|
|
||
Cash and cash equivalents, beginning of period
|
1,654
|
|
|
1,709
|
|
||
Cash and cash equivalents, end of period
|
$
|
1,162
|
|
|
$
|
1,456
|
|
Supplemental disclosure:
|
|
|
|
|
|
||
Cash paid during period for:
|
|
|
|
|
|
||
Interest
|
$
|
8
|
|
|
$
|
9
|
|
Income taxes
|
33
|
|
|
65
|
|
1.
|
Nature of Operations and Summary of Significant Accounting Policies
|
2.
|
2012 Equity Financing
|
3.
|
Inventory
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
Finished goods
|
$
|
2,156
|
|
|
$
|
1,784
|
|
Raw materials
|
631
|
|
|
439
|
|
||
|
$
|
2,787
|
|
|
$
|
2,223
|
|
4.
|
Line of Credit
|
5.
|
Stock-based Compensation
|
(a)
|
Stock options:
|
|
Outstanding Options
|
|||||
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|||
Balance at January 1, 2013
|
3,627,467
|
|
|
$
|
0.48
|
|
Options granted
|
1,020,000
|
|
|
0.42
|
|
|
Options exercised
|
—
|
|
|
—
|
|
|
Options cancelled/expired
|
(459,647
|
)
|
|
0.73
|
|
|
Balance at September 30, 2013
|
4,187,820
|
|
|
$
|
0.44
|
|
Exercisable, September 30, 2013
|
2,432,455
|
|
|
$
|
0.49
|
|
Vested and expected to vest
|
4,099,129
|
|
|
$
|
0.44
|
|
(b)
|
Restricted stock awards:
|
|
Restricted Shares
|
|
Weighted-Average Grant Date Fair Value
|
|
Weighted-Average Contractual Life
|
||||
Non-vested restricted stock at January 1, 2013
|
20,310
|
|
|
$
|
0.68
|
|
|
8.69 years
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
Vested
|
(20,310
|
)
|
|
0.68
|
|
|
|
|
|
Cancelled/expired
|
—
|
|
|
—
|
|
|
|
|
|
Non-vested restricted stock at September 30, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Type of awards:
|
|
|
|
|
|
|
|
|
|
||||||
Stock options
|
$
|
102
|
|
|
$
|
247
|
|
|
$
|
246
|
|
|
$
|
376
|
|
Restricted stock
|
—
|
|
|
9
|
|
|
3
|
|
|
16
|
|
||||
|
$
|
102
|
|
|
$
|
256
|
|
|
$
|
249
|
|
|
$
|
392
|
|
Income statement account:
|
|
|
|
|
|
|
|
|
|
||||||
Promotion and selling
|
$
|
22
|
|
|
$
|
1
|
|
|
$
|
54
|
|
|
$
|
44
|
|
General and administrative
|
80
|
|
|
255
|
|
|
195
|
|
|
348
|
|
||||
|
$
|
102
|
|
|
$
|
256
|
|
|
$
|
249
|
|
|
$
|
392
|
|
|
Nine Months Ended September 30,
|
||||||
|
2013
|
|
2012
|
||||
Expected dividend yield
|
—
|
|
|
—
|
|
||
Expected stock price volatility
|
107.9
|
%
|
|
106.4
|
%
|
||
Risk-free interest rate
|
1.1
|
%
|
|
0.8
|
%
|
||
Expected term (in years)
|
5.7 years
|
|
|
5.4 years
|
|
||
Weighted-average grant date fair-value
|
$
|
0.34
|
|
|
$
|
0.24
|
|
6.
|
Segment Information
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
$
|
3,031
|
|
|
$
|
2,728
|
|
|
$
|
8,160
|
|
|
$
|
8,878
|
|
Canada
|
1,170
|
|
|
1,408
|
|
|
3,344
|
|
|
4,027
|
|
||||
Other countries
|
16
|
|
|
29
|
|
|
96
|
|
|
390
|
|
||||
Total revenue
|
$
|
4,217
|
|
|
$
|
4,165
|
|
|
$
|
11,600
|
|
|
$
|
13,295
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
•
|
Align our operating expenses with our capital resources;
|
•
|
Hire and retain a team of employees who are highly entrepreneurial and aligned with our Turnaround Plan and long-term growth strategy;
|
•
|
Focus our efforts on certain core geographic markets, distributor partners and product lines where we believe we can achieve profitable, long-term growth while maintaining a highly efficient, streamlined operating structure;
|
◦
|
Refocus on core geographic markets, including the Western U.S., Midwest U.S. and Canada;
|
◦
|
Redirect resources to support our distributor network through increased promotion allowances at retail, the accounting impact of which is to offset gross revenues by the amount of promotional allowances;
|
•
|
Redeploy our marketing resources to initiatives that more directly drive sales growth while re-invigorating the Jones Soda brand with an emphasis on marketing initiatives that are viewed by consumers as highly creative, unique and fun; and
|
•
|
Launch and market lower calorie, yet full flavor and good tasting products in response to the growing demand for more healthful beverage options.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2013
|
|
% of Revenue
|
|
2012
|
|
% of Revenue
|
|
2013
|
|
% of Revenue
|
|
2012
|
|
% of Revenue
|
||||||||||||
Consolidated statements of operations data:
|
(Dollars in thousands, except share data)
|
||||||||||||||||||||||||||
Revenue
|
$
|
4,217
|
|
|
100.0
|
%
|
|
$
|
4,165
|
|
|
100.0
|
%
|
|
$
|
11,600
|
|
|
100.0
|
%
|
|
$
|
13,295
|
|
|
100.0
|
%
|
Cost of goods sold
|
(3,203
|
)
|
|
(76.0
|
)%
|
|
(3,009
|
)
|
|
(72.2
|
)%
|
|
(8,592
|
)
|
|
(74.1
|
)%
|
|
(9,519
|
)
|
|
(71.6
|
)%
|
||||
Gross profit
|
1,014
|
|
|
24.0
|
%
|
|
1,156
|
|
|
27.8
|
%
|
|
3,008
|
|
|
25.9
|
%
|
|
3,776
|
|
|
28.4
|
%
|
||||
Promotion and selling expenses
|
(646
|
)
|
|
(15.3
|
)%
|
|
(571
|
)
|
|
(13.7
|
)%
|
|
(1,744
|
)
|
|
(15.0
|
)%
|
|
(2,848
|
)
|
|
(21.4
|
)%
|
||||
General and administrative expenses
|
(692
|
)
|
|
(16.4
|
)%
|
|
(893
|
)
|
|
(21.5
|
)%
|
|
(2,057
|
)
|
|
(17.8
|
)%
|
|
(3,303
|
)
|
|
(24.9
|
)%
|
||||
Loss from operations
|
(324
|
)
|
|
(7.7
|
)%
|
|
(308
|
)
|
|
(7.4
|
)%
|
|
(793
|
)
|
|
(6.9
|
)%
|
|
(2,375
|
)
|
|
(17.9
|
)%
|
||||
Other income (expense), net
|
14
|
|
|
0.3
|
%
|
|
9
|
|
|
0.2
|
%
|
|
18
|
|
|
0.2
|
%
|
|
(7
|
)
|
|
(0.1
|
)%
|
||||
Loss before income taxes
|
(310
|
)
|
|
(7.4
|
)%
|
|
(299
|
)
|
|
(7.2
|
)%
|
|
(775
|
)
|
|
(6.7
|
)%
|
|
(2,382
|
)
|
|
(18.0
|
)%
|
||||
Income tax expense, net
|
(20
|
)
|
|
(0.4
|
)%
|
|
(25
|
)
|
|
(0.6
|
)%
|
|
(49
|
)
|
|
(0.4
|
)%
|
|
(73
|
)
|
|
(0.5
|
)%
|
||||
Net loss
|
(330
|
)
|
|
(7.8
|
)%
|
|
(324
|
)
|
|
(7.8
|
)%
|
|
(824
|
)
|
|
(7.1
|
)%
|
|
(2,455
|
)
|
|
(18.5
|
)%
|
||||
Net loss per share - basic and diluted
|
$
|
(0.01
|
)
|
|
|
|
$
|
(0.01
|
)
|
|
|
|
$
|
(0.02
|
)
|
|
|
|
$
|
(0.07
|
)
|
|
|
|
As of
|
||||||
|
September 30, 2013
|
|
December 31, 2012
|
||||
Balance sheet data:
|
(Dollars in thousands)
|
||||||
Cash and cash equivalents and accounts receivable, net
|
$
|
3,292
|
|
|
$
|
3,396
|
|
Fixed assets, net
|
292
|
|
|
497
|
|
||
Total assets
|
6,789
|
|
|
7,020
|
|
||
Long-term liabilities
|
419
|
|
|
485
|
|
||
Working capital
|
4,138
|
|
|
4,132
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Case sale data (288-ounce equivalent):
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Finished product cases
|
327,000
|
|
|
292,900
|
|
|
858,000
|
|
|
965,100
|
|
•
|
Section 2.6.2 of the Amended Bylaws sets forth new advance notice requirements for shareholders wanting to propose business to be conducted at the annual meeting. In order for business to be properly brought by a shareholder (other than for nominations to the Board), a shareholder must deliver notice to the Secretary of the Company no later than 90 days and no earlier than 120 days before the first anniversary of the date of the prior year’s annual meeting. The Amended Bylaws also set forth additional specified information that the shareholder must provide regarding the business that is proposed to be brought before the meeting.
|
•
|
In addition, the Amended Bylaws have been updated to reflect recent amendments to the Washington Business Corporation Act, including changes that provide for electronic notices and communications, and other changes consistent with the Washington Business Corporation Act.
|
3.1
|
|
Amended and Restated Bylaws of Jones Soda Co.
|
31.1
|
|
Certification by Jennifer L. Cue, Chief Executive Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith.)
|
31.2
|
|
Certification by Carrie L. Traner, Vice President of Finance, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith.)
|
32.1
|
|
Certification by Jennifer L. Cue, Chief Executive Officer and Carrie L. Traner, Vice President of Finance, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith.)
|
101.INS*
|
|
XBRL Instance Document.
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
JONES SODA CO.
|
|
|
By:
|
/s/ Jennifer L. Cue
|
|
|
Jennifer L. Cue
|
|
|
Chief Executive Officer
|
|
|
|
|
By:
|
/s/ Carrie L. Traner
|
|
|
Carrie L. Traner
|
|
|
Vice President of Finance
|
ARTICLE 1. DEFINITIONS
|
1
|
2.1
|
Annual Meeting
|
2.2
|
Special Meetings
|
2.2.1
|
General
|
2.2.2
|
Shareholder Requested Special Meeting.
|
2.3
|
Meetings by Communications Equipment
|
2.4
|
Date, Time and Place of Meeting
|
2.5
|
Notice to Shareholders
|
2.5.1
|
Type of Notice
3
|
2.5.2
|
Effectiveness of Notice
|
2.5.3
|
Notice of Meeting
|
2.5.4
|
Waiver of Notice
|
2.6
|
Advance Notice Procedures
|
2.6.1
|
Advance Notice of Nomination
|
2.6.2
|
Advance Notice of Shareholder Business
|
2.6.3
|
General
|
2.6.4
|
Notice or Request to Corporation
|
2.7
|
Fixing of Record Date for Determining Shareholders Entitled to Notice of or to Vote at a Meeting or to Receive Payment of a Dividend
|
2.7.1
|
Record Date for Meeting of Shareholders
|
2.7.2
|
Record Date to Receive Payment of Dividend or Distribution
|
2.8
|
Voting Record
|
2.9
|
Quorum
|
2.10
|
Manner of Acting
|
2.10.1
|
Matters Other than the Election of Directors
|
2.10.2
|
Election of Directors
|
2.11
|
Proxies
|
2.11.1
|
Written Authorization
|
2.11.2
|
Recorded Telephone Call, Voice Mail or Other Electronic Transmission
|
2.11.3
|
Effectiveness of Appointment of Proxy
|
2.11.4
|
Revocability of Proxy
|
2.11.5
|
Death or Incapacity of Shareholder Appointing a Proxy
|
2.11.6
|
Acceptance of Proxy’s Vote or Action
|
2.11.7
|
Meaning of Sign or Signature
|
2.12
|
Voting of Shares
|
2.13
|
Voting for Directors
|
2.14
|
Action by Shareholders Without a Meeting
|
2.14.1
|
Unanimous Written Consent
|
2.14.2
|
General Provisions
|
2.15
|
Inspectors of Election
|
2.15.1
|
Appointment
|
2.15.2
|
Duties
|
3.1
|
General Powers
|
3.2
|
Number and Tenure
|
3.3
|
Regular Meetings
|
3.4
|
Special Meetings
|
3.5
|
Meetings by Communications Equipment
|
3.6
|
Notice of Special Meetings
|
3.6.1
|
Number of Days’ Notice
|
3.6.2
|
Type of Notice
|
3.6.3
|
Effectiveness of Written Notice
|
3.6.4
|
Effectiveness of Oral Notice
|
3.7
|
Waiver of Notice
|
3.7.1
|
By Delivery of a Record
|
3.7.2
|
By Attendance
|
3.8
|
Quorum
|
3.8.1
|
Board of Directors
|
3.8.2
|
Committees
|
3.9
|
Manner of Acting
|
3.10
|
Presumption of Assent
|
3.11
|
Action by Board or Committees Without a Meeting
|
3.12
|
Resignation of Directors and Committee Members
|
3.13
|
Removal of Directors and Committee Members
|
3.13.1
|
Removal of Directors
|
3.13.2
|
Removal of Committee Members
|
3.14
|
Vacancies
|
3.15
|
Executive and Other Committees
|
3.15.1
|
Creation of Committees
|
3.15.2
|
Authority of Committees
|
3.15.3
|
Minutes of Meetings
|
3.16
|
Compensation of Directors and Committee Members
|
4.1
|
Appointment and Term
|
4.2
|
Resignation of Officers
|
4.3
|
Removal of Officers
|
4.4
|
Contract Rights of Officers
|
4.5
|
Chairman of the Board
|
4.6
|
Chief Executive Officer
|
4.7
|
President
|
4.8
|
Vice President
|
4.9
|
Secretary
|
4.10
|
Treasurer
|
4.11
|
Salaries
|
5.1
|
Issuance of Shares
|
5.2
|
Certificates for Shares
|
5.3
|
Issuance of Shares Without Certificates
|
5.4
|
Stock Records
|
5.5
|
Restriction on Transfer
|
5.6
|
Transfer of Shares
|
5.7
|
Lost or Destroyed Certificates
|
6.1
|
Definitions
|
6.2
|
Right to Indemnification
|
6.3
|
Advance for Expenses
|
6.4
|
Court-ordered Indemnification
|
6.5
|
Determination and Authorization of Indemnification
|
6.6
|
Indemnification of Officers
|
6.7
|
Indemnification of Employees and Agents
|
6.8
|
Insurance
|
6.9
|
Indemnification as a Witness
|
6.10
|
Report to Shareholders
|
6.11
|
Shareholder Authorized Indemnification
|
6.12
|
Validity of Indemnification
|
6.13
|
Interpretation
|
6.14
|
Savings Clause
|
6.15
|
Non-exclusivity of Rights
|
7.1
|
Accounting Year
|
7.2
|
Amendment or Repeal of Bylaws
|
7.3
|
Books and Records
|
7.4
|
Contracts, Loans, Checks and Deposits
|
7.4.1
|
Contracts
|
7.4.2
|
Loans to the Corporation
|
7.4.3
|
Checks, Drafts, Etc.
|
7.4.4
|
Deposits
|
7.5
|
Corporate Seal
|
2.1
|
Annual Meeting
|
2.2
|
Special Meetings
|
2.2.1
|
General
|
2.2.2
|
Shareholder Requested Special Meeting.
|
2.3
|
Meetings by Communications Equipment
|
2.4
|
Date, Time and Place of Meeting
|
2.5
|
Notice to Shareholders
|
2.5.1
|
Type of Notice
|
2.5.2
|
Effectiveness of Notice
|
2.5.3
|
Notice of Meeting
|
2.5.4
|
Waiver of Notice
|
2.6
|
Advance Notice Procedures
|
2.6.1
|
Advance Notice of Nomination
|
2.6.2
|
Advance Notice of Shareholder Business
|
2.6.3
|
General
|
2.6.4
|
Notice or Request to Corporation
|
2.7
|
Fixing of Record Date for Determining Shareholders Entitled to Notice of or to Vote at a Meeting or to Receive Payment of a Dividend
|
2.7.1
|
Record Date for Meeting of Shareholders
|
2.7.2
|
Record Date to Receive Payment of Dividend or Distribution
|
2.8
|
Voting Record
|
2.9
|
Quorum
|
2.10
|
Manner of Acting
|
2.10.1
|
Matters Other than the Election of Directors
|
2.10.2
|
Election of Directors
|
2.11
|
Proxies
|
2.11.1
|
Written Authorization
|
2.11.2
|
Recorded Telephone Call, Voice Mail or Other Electronic Transmission
|
2.11.3
|
Effectiveness of Appointment of Proxy
|
2.11.4
|
Revocability of Proxy
|
2.11.5
|
Death or Incapacity of Shareholder Appointing a Proxy
|
2.11.6
|
Acceptance of Proxy’s Vote or Action
|
2.11.7
|
Meaning of Sign or Signature
|
2.12
|
Voting of Shares
|
2.13
|
Voting for Directors
|
2.14
|
Action by Shareholders Without a Meeting
|
2.14.1
|
Unanimous Written Consent
|
2.14.2
|
General Provisions
|
2.15
|
Inspectors of Election
|
2.15.1
|
Appointment
|
2.15.2
|
Duties
|
3.1
|
General Powers
|
3.2
|
Number and Tenure
|
3.3
|
Regular Meetings
|
3.4
|
Special Meetings
|
3.5
|
Meetings by Communications Equipment
|
3.6
|
Notice of Special Meetings
|
3.6.1
|
Number of Days’ Notice
|
3.6.2
|
Type of Notice
|
3.6.3
|
Effectiveness of Written Notice
|
3.6.4
|
Effectiveness of Oral Notice
|
3.7
|
Waiver of Notice
|
3.7.1
|
By Delivery of a Record
|
3.7.2
|
By Attendance
|
3.8
|
Quorum
|
3.8.1
|
Board of Directors
|
3.8.2
|
Committees
|
3.9
|
Manner of Acting
|
3.10
|
Presumption of Assent
|
3.11
|
Action by Board or Committees Without a Meeting
|
3.12
|
Resignation of Directors and Committee Members
|
3.13
|
Removal of Directors and Committee Members
|
3.13.1
|
Removal of Directors
|
3.13.2
|
Removal of Committee Members
|
3.14
|
Vacancies
|
3.15
|
Executive and Other Committees
|
3.15.1
|
Creation of Committees
|
3.15.2
|
Authority of Committees
|
3.15.3
|
Minutes of Meetings
|
3.16
|
Compensation of Directors and Committee Members
|
4.1
|
Appointment and Term
|
4.2
|
Resignation of Officers
|
4.3
|
Removal of Officers
|
4.4
|
Contract Rights of Officers
|
4.5
|
Chairman of the Board
|
4.6
|
Chief Executive Officer
|
4.7
|
President
|
4.8
|
Vice President
|
4.9
|
Secretary
|
4.10
|
Treasurer
|
4.11
|
Salaries
|
5.1
|
Issuance of Shares
|
5.2
|
Certificates for Shares
|
5.3
|
Issuance of Shares Without Certificates
|
5.4
|
Stock Records
|
5.5
|
Restriction on Transfer
|
5.6
|
Transfer of Shares
|
5.7
|
Lost or Destroyed Certificates
|
6.1
|
Definitions
|
6.2
|
Right to Indemnification
|
6.3
|
Advance for Expenses
|
6.4
|
Court-ordered Indemnification
|
6.5
|
Determination and Authorization of Indemnification
|
6.6
|
Indemnification of Officers
|
6.7
|
Indemnification of Employees and Agents
|
6.8
|
Insurance
|
6.9
|
Indemnification as a Witness
|
6.10
|
Report to Shareholders
|
6.11
|
Shareholder Authorized Indemnification
|
6.12
|
Validity of Indemnification
|
6.13
|
Interpretation
|
6.14
|
Savings Clause
|
6.15
|
Non-exclusivity of Rights
|
7.1
|
Accounting Year
|
7.2
|
Amendment or Repeal of Bylaws
|
7.3
|
Books and Records
|
7.4
|
Contracts, Loans, Checks and Deposits
|
7.4.1
|
Contracts
|
7.4.2
|
Loans to the Corporation
|
7.4.3
|
Checks, Drafts, Etc.
|
7.4.4
|
Deposits
|
7.5
|
Corporate Seal
|
1.
|
I have reviewed this report on Form 10-Q of Jones Soda Co.;
|
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/ Jennifer L. Cue
|
|
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of Jones Soda Co.;
|
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 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;
|
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/ Carrie L. Traner
|
|
Vice President of Finance
|
(1)
|
The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Jennifer L. Cue
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Jennifer L. Cue
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Chief Executive Officer
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/s/ Carrie L. Traner
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Carrie L. Traner
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Vice President of Finance
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