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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

For the transition period from                              to                             .

Commission File Number 0-20792

FRESH CHOICE, INC.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (408) 776-0799

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of Class)

        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 such filing requirements for the past 90 days. YES ý     No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definite proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o

        Approximate aggregate market value of the registrant's Common Stock held by nonaffiliates of the registrant (based on the closing sales price of such stock as reported in the Nasdaq National Market) on June 14, 2002, the last business day of the registrant's second fiscal quarter, was $6,454,291. Excludes shares of Common Stock held by directors, officers and each person who holds 5% or more of the outstanding Common Stock at June 14, 2002 because such persons may be deemed to be affiliates. This exclusion is not a conclusive determination of such status for other purposes.

        Number of shares of Common Stock, $0.001 par value, outstanding as of March 3, 2003 was 5,964,068.

DOCUMENTS INCORPORATED BY REFERENCE

FRESH CHOICE, INC.
ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

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PART I

        Certain statements set forth in or incorporated by reference into this Annual Report on Form 10-K, including anticipated store openings, planned capital expenditures, settlement of lease obligations and trends in or expectations regarding the Company's operations, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties. Actual future results and trends may differ materially depending on a variety of factors as set forth under the heading "Business—Business Risks". In particular, the Company's plans to open new restaurants could be affected by the Company's ability to locate suitable restaurant sites, negotiate acceptable lease terms, construct new restaurants in a timely manner, operate its restaurants profitably and obtain additional financing, as well as general economic conditions.

Item 1. BUSINESS.

        As of March 3, 2003, the Company operated 55 restaurants of which 51 restaurants operate under the "Fresh Choice" and "Zoopa" brand names, 1 operates under the "Fresh Choice Express" brand name, two operate as dual branded Fresh Choice Express and licensed Starbucks retail stores and one operates as a licensed Starbucks retail store. The Company operates 41 restaurants in California, 5 restaurants in the state of Washington and 9 restaurants in Texas, including the Fresh Choice Express restaurant, the two dual branded Fresh Choice Express and licensed Starbucks retail stores and the one licensed Starbucks retail store. Fresh Choice and Zoopa restaurants feature an extensive selection of healthy, high-quality, freshly-made specialty and traditional salads, hot pasta, pizza, hot baked potatoes, soups, fresh breads and muffins, frozen low-fat soft serve and other desserts, offered in a limited-service format. The Company's goal is to create a distinctive dining experience that combines the selection, quality and ambiance of full-service, casual restaurants with the convenience and value appeal of traditional buffet restaurants.

        The Fresh Choice and Zoopa restaurants use fresh produce and high-quality ingredients in their menu offerings. Fresh produce is delivered several days per week to each restaurant, and all menu items are prepared on-site. To reinforce the Company's commitment to freshness, many of the Company's food offerings are prepared in exhibition-style cooking areas throughout the day. Guests make their selections from salads, soups, baked potatoes, hot pasta, pizza, muffins, breads, bakery goods, fresh fruit, frozen low-fat soft serve and specialty desserts. Rotisserie chicken and related side dishes are served in several Texas and selected rural California locations.

        The Company believes that its Fresh Choice and Zoopa restaurants provide guests an excellent price/value relationship by offering unlimited servings for a current single price of $6.99 at lunch, $8.29 at dinner, $4.49 for children ages six to twelve and $1.49 for children ages three to five with children under three free, in most locations, plus the cost of a beverage. The Company's wide variety of high-quality food and attractive prices are designed to appeal to a broad range of guests, including families, business professionals, students and senior citizens. In addition, the Company believes the concept appeals to health-conscious diners who are focused on the nutritional content of their meals.

        Fresh Choice Express is a concept designed as an extension of the Fresh Choice brand, and existing local Fresh Choice restaurants. Two of the locations are in office buildings providing breakfast and lunch, Monday through Friday. One of these locations is dual branded with a licensed Starbucks retail store. These restaurants allow a guest to choose from tossed-to-order salads, made-to-order oven-toasted sandwiches, signature soups and baked potatoes. The third location is in a mall and is dual branded with a licensed Starbucks retail store. The mall location is open seven days per week for breakfast, lunch and dinner. The menu features a selection of tossed-to-order salads, made-to-order oven-toasted sandwiches and signature soups. The one licensed Starbucks retail store and the two dual branded Fresh Choice Express and licensed Starbucks retail stores were opened under a licensing agreement between Fresh Choice and Starbucks Coffee Company and offer handcrafted espresso beverages, drip coffee and a

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selection of freshly baked pastries. Additional licensed Starbucks retail store locations will be determined jointly between Starbucks Coffee Company and Fresh Choice.

        The Company views its commitment to its employees, or crewmembers, as critical to its long-term success. The Company depends on a high rate of repeat business, and views the quality of its crewmember interaction with guests as an important element of its strategy. By providing extensive training and competitive compensation, the Company seeks to foster a strong corporate culture and encourage a sense of personal commitment from crewmembers at all levels. The Company believes that its strong culture helps it attract and retain highly-motivated crewmembers who provide its guests with a level of service superior to that traditionally associated with limited-service restaurants.

        The Company acquired the Zoopa trade name and three Zoopa restaurants in fiscal 1997 and currently operates its four Washington restaurants and one restaurant in San Antonio, Texas under the Zoopa name. The Company opened five and closed three Fresh Choice restaurants in California in fiscal 2002. The Company has generally attempted to cluster its restaurants in each market area to benefit from operating, purchasing and advertising efficiencies, enhance brand-name recognition, and discourage competition.

        The Company was incorporated in California on October 20, 1986 under the name Gourmet California, Inc. In August 1988, the Company was recapitalized as a result of a merger with Moffett Partners, Inc., and the survivor of the merger was re-named Fresh Choice, Inc. Effective December 4, 1992, the Company was reincorporated in Delaware. Unless the context otherwise requires, all references to the "Company" or "Fresh Choice" mean Fresh Choice, Inc. and its predecessors.

        The Company maintains a worldwide website at www.freshchoice.com. Investors can obtain copies of our Securities and Exchange Commission filings from this site free of charge.

Business Strategy

        The Company's objective is to create a distinctive dining experience that combines the selection, quality and ambiance of full-service, casual dining restaurants with the convenience and value appeal of traditional buffet restaurants. Each element of the Company's strategy is designed to exceed guests' expectations, encourage repeat business, and establish a significant presence in each of its targeted markets. The key elements of the Company's strategy include the following:

        Fresh, Healthy, High-Quality Food.    The Company is committed to using fresh produce and high-quality ingredients in its menu offerings. Fresh produce is delivered several days per week to each restaurant, and all menu items are prepared on-site. To reinforce the Company's commitment to freshness, many of the Company's food offerings are prepared in separate exhibition-style cooking areas throughout the day. The Company maintains stringent quality standards in identifying, purchasing and preparing fresh food and ingredients.

        Extensive Food Selection.    The restaurant's broad selection of food offerings is designed to appeal to a wide range of guests. Each restaurant features a selection of specialty salads daily, prepared from recipes developed or acquired by the Company, as well as salad ingredients and a variety of dressings that allow guests to create their own salads. Each restaurant also offers a selection of delicious freshly-prepared soups, hot pasta with a variety of signature sauces, pizza, hot breads, muffins and other bakery goods, baked potatoes, fresh fruits, frozen low-fat soft serve and other desserts. Rotisserie chicken and related side dishes are served in several Texas and selected rural California locations.

        Quality Assurance/Food Safety Program.    The Company is committed to ensuring the highest levels of product quality, consistency and freshness. The Company's restaurant managers audit taste and monitor safe food temperatures throughout the day. Strict shelf life standards are required on all food items. Only high quality ingredients from reputable sources are used in the restaurants. The regional managers inspect

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the restaurants regularly to assure that all standards are in place and the individual restaurants are complying with product specifications and recipe adherence.

        Fresh Choice provides and requires food safety training to all crewmembers and managers. All restaurants food safety practices are inspected by the regional manager regularly and typically once per quarter by a quality assurance manager. The results of these inspections directly impact manager incentive pay. Prepared food and food storage temperatures are checked for adherence to standards throughout the day with the results recorded. Frequent crewmember hand washing is required and monitored. Fresh Choice restaurants use a safe, flavor and odor free anti-microbial wash on all fruits and vegetables to ensure that clean and safe produce is served to guests. Digital cameras are strategically placed throughout each restaurant to enhance safety in the restaurants. These cameras are capable of being accessed off premise to allow the quality assurance manager, the regional managers and other authorized home office crewmembers to observe the restaurants as deemed necessary.

        Excellent Price/Value Relationship.    The Company believes its pricing strategy, for offering unlimited servings, is an excellent price/value alternative to other casual dining restaurants. Discounts are provided for young children and senior citizens through the Company's Masters Club™.

        Commitment to Guest Service.    The Company is committed to providing its guests with a level of service superior to that traditionally associated with limited-service restaurants. Fresh Choice depends upon a high rate of repeat business, and views the quality of its crewmember interaction with guests as critical to its long-term success. By providing extensive training and competitive compensation, the Company believes it fosters a strong corporate culture and encourages a sense of personal commitment from crewmembers at all levels.

        The Company devotes substantial attention and resources to maintaining the cleanliness and consistent high-quality presentation of the salad bar and other exhibition cooking areas in order to enhance the visual appeal of the Company's offerings.

        Distinctive Design and Casual Atmosphere.    The Company devotes significant resources to the design and decor of its restaurants. The restaurants have a flexible design which can accommodate a variety of available sites. The Company's new restaurant design and decor incorporated into its new restaurants and the current Fresh Choice restaurants remodel plan, uses an interior design that is in the style of an open-air international marketplace, like a farmer's market. The food is displayed in colorful arcades with fun and distinctive signage segregating each arcade section.

Expansion Strategy

        The Company intends to continue expansion in fiscal 2003 in its existing markets. The Company opened five new Fresh Choice restaurants in 2002 and, as of March 3, 2003, has opened two new Fresh Choice restaurants in fiscal 2003. The Company currently plans to open two additional Fresh Choice restaurants in 2003. Expansion within the Company's existing markets will allow the Company to generally benefit from advertising, purchasing and operating efficiencies. In addition, the Company believes clustering allows the Company to capture more of the available guest base and to discourage competition. To the extent that the Company elects to open new restaurants in markets outside of its existing markets, the Company expects that these restaurants may benefit from certain volume purchasing discounts and operating efficiencies generally applicable to its current restaurants.

        In 2002, the Company converted one Fresh Choice Express restaurant in Texas to a licensed Starbucks retail store and converted another Fresh Choice Express to a dual branded Fresh Choice Express and licensed Starbucks retail store. No new Fresh Choice Express restaurants were opened in 2002 and no additional Fresh Choice Express restaurants are planned for 2003.

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        There can be no assurance that the restaurants will be successful outside the Company's existing markets, in locations where the Company has limited operating experience, where the weather is more seasonal, or where regional tastes and restaurant preferences may be different. In addition, the Company's ability to successfully implement an expansion strategy will depend upon a variety of factors, many of which may be beyond the Company's control, including the Company's ability to locate suitable restaurant locations, negotiate acceptable lease terms, obtain required government approvals, construct new restaurants in a timely manner, attract, train and retrain qualified and experienced personnel and management, operate its restaurants profitably and obtain additional capital to finance expansion and equipment costs, as well as general economic conditions and the degree of competition in the particular market. The Company has already experienced and expects to continue to experience delays in restaurant openings from time to time. As the Company continues expansion, there can be no assurance that the Company will be successful in opening the number of restaurants anticipated, that those restaurants will be opened in a timely manner, or that, if opened, those restaurants will be operated profitably. In addition, the Company frequently reviews the operating performance and profitability of its restaurants, and, to the extent they do not meet expectations for operating performance, restaurants will be evaluated for possible closure. The Company has closed restaurants in the past and given the number of restaurants in current operation and the Company's projected expansion rate there can be no assurances that the Company will not close restaurants in the future. Any closure could result in a significant write-off of assets, which could adversely affect the Company's business, financial position and results of operations.

        The Company currently operates all of its existing restaurants, and has no current plans to offer franchises or to begin purchasing rather than leasing its restaurant sites on a regular basis.

Site Selection

        To date, the Company has located its restaurants in regional malls, strip centers and freestanding locations. The Company considers the location of each restaurant to be critical to its long-term success, and management devotes significant effort to the investigation and evaluation of potential sites. The site selection process focuses on market area demographics including targets for population, household income and education, as well as site specific characteristics including daytime traffic volumes and patterns, visibility, accessibility and availability of adequate parking. The Company also reviews potential competition and guest activity at other restaurants operating in the area. The Company believes that its flexibility in utilizing its different restaurant layouts gives it a competitive advantage in selecting sites. The Company requires approximately twelve to eighteen months after identifying a site to complete negotiation of a lease and construct and open a new restaurant. While the Company currently leases most of its restaurant sites and expects to lease virtually all of its sites in the future, it may purchase one or more sites for construction of new restaurants if available on acceptable financial terms. Currently, the Company owns land and buildings at two of its restaurant sites and owns buildings on leased land at six others.

Restaurant Economics

        For the 52 weeks ended December 29, 2002, the 43 comparable Fresh Choice and Zoopa restaurants open throughout the entire period generated average net sales of approximately $1,576,000 and average store level cash flow, after occupancy expenses, of approximately $228,000 or 14.5% of net sales. Store level cash flow excludes depreciation and amortization expense, general and administrative expense, store closure and asset impairment expense, restaurant opening expense and net interest expense. During fiscal 2002 the Company opened five new Fresh Choice restaurants and, as of March 3, 2003, has opened two new Fresh Choice restaurants in fiscal 2003. The average cash cost of these seven restaurants was $1.2 million, not including restaurant opening expenses. The investment of capital to open a new restaurant typically includes the purchase and installation of furniture, fixtures, equipment and leasehold improvements, and in the case of a land lease the cost to construct the building. The Company currently leases the sites for most of its restaurants, mixed between in-line, mall and stand-alone sites.

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Concept and Menu

        Each Fresh Choice and Zoopa restaurant features a salad bar offering signature specialty tossed and prepared salads with an extensive choice of salad ingredients and dressings. All specialty tossed salads and specialty prepared salads are clearly marked, and low-fat and fat-free items are prominently identified. Throughout the day several crewmembers maintain the salad bar and replenish individual salads and ingredients from the opposite side of the salad bar, minimizing interference with guests. Separate exhibition-style arcades offer fresh soups, hot pasta dishes, pizza, baked potatoes, hot breads, muffins and other bakery goods, fresh fruits, frozen low-fat soft serve and other desserts. Rotisserie chicken and related side dishes are served in Texas and selected rural California locations. During peak hours, each guest is escorted to his or her table. Each guest may obtain unlimited refills of all food and dessert dishes, soft drinks, lemonade, coffee and tea.

        The Company has developed proprietary recipes for a broad assortment of specialty salads, soups, pasta sauces, and muffins. In each product category, the restaurants offer several standard dishes daily, and rotates additional offerings to provide variety for the Company's many repeat guests. Each category also contains daily offerings that are particularly low in fat. Because the restaurants utilize a broad variety of produce and other ingredients in its dishes and is not overly dependent on any individual recipe, it is able to substitute dishes and ingredients in the event that weather conditions or supply factors lead to high prices or shortages of particular produce items or other ingredients. The Company believes that the flexibility of its menu allows it to accommodate regional tastes and minimize the impact of cost increases.

        Salads.    The restaurants offer signature specialty tossed salads and specialty prepared salads, each of which is made from recipes created by the Company, and salads made by the guest from a broad assortment of salad ingredients. The salad bar in each restaurant features specialty tossed salads that are prepared exhibition-style and are rotated frequently.

        Each day the salad bar features a selection of specialty prepared salads from among the Company's more than 90 recipes. The Company's salad bar also offers more than 40 salad ingredients and toppings, allowing guests to create their own salad. The ingredients include various types of lettuce and a broad assortment of vegetables, cheeses, and other toppings. The Company offers 10 dressings and a selection of gourmet oils and vinegars.

        Soups.    The restaurants offer a variety of soups selected daily from among its more than 50 soup recipes. All soups are prepared on-site utilizing fresh produce and other high-quality ingredients, and include low-fat and non-fat selections.

        Pasta.    The restaurants offer high quality pasta with a selection of two or three freshly prepared signature sauces.

        Pizza.    The restaurants offer three-cheese pizza fresh from the oven all day long. In addition low fat vegetarian, pepperoni or other topped pizzas may be offered.

        Muffins and Breads.    The restaurants offer a variety of muffins daily, including a low-fat muffin, selected from among its more than 70 muffin recipes. All muffins are baked in the exhibition bakery area and are replenished frequently to ensure warmth and freshness. The restaurants also offer a variety of freshly baked breads, including sourdough french bread, harvest bread and herbed bread sticks.

        Rotisserie Chicken (Texas and selected California locations only).    These restaurants offer a savory herb crusted rotisserie chicken served with a variety of side dishes including mashed red potatoes, stuffing and macaroni and cheese.

        Desserts.    The restaurants offer an assortment of desserts, including fresh fruits, tapioca, chocolate pudding, frozen low-fat soft serve, tasty cakes, and a triple chocolate decadence brownie.

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        Beverages.    The restaurants offer an assortment of fruit juices, fresh lemonades and flavored iced teas. Fresh Choice also offers sodas and sparkling waters, and in most restaurants, beer and wine. Refills of juices, lemonade, soft drinks, coffee and tea are provided at no extra cost to our guests.

Guest Service

        The Company is committed to providing a superior level of service in order to distinguish itself from traditional limited-service restaurants. During peak hours, guests are escorted from the salad bar to a table. Crewmembers are in the dining area during meal hours to ensure each guest leaves the restaurant with the intent to return. Guest servers provide follow up beverage service, clear and clean tables, and attend to other guest needs.

        The Company devotes substantial attention and resources to maintaining the cleanliness and consistent high-quality presentation of the salad bar and other exhibition cooking areas in order to enhance the visual appeal of the Company's food offerings. The restaurant's crewmembers are present behind the salad bar and in the exhibition cooking areas to replenish and replace food offerings, to answer guest questions, and to assist guests in serving themselves. All crewmembers in each restaurant are required to maintain a high standard of dress and grooming.

        The Company actively solicits guest input through several sources. In the restaurant, comment cards are prominently displayed in several areas and guests can also submit their comments via the Company's web site.

Restaurant Design

        The Company's restaurants utilize a salad bar, with the cash registers placed at the end of the salad bar in most of the restaurants before the guest has access to the other food service areas. A few of the Company's restaurants have been designed so that the cash registers are positioned toward the front of the restaurant to provide guests with direct access to the various food service areas. The Company's new restaurants incorporate an open, colorful, fun, brighter, more inviting decor package and a more efficient layout. This look was incorporated into the Company's remodel program completed in fiscal 2000.

        The Company's restaurants range from 4,800 to 9,014 square feet, seating from 108 to 300 guests inside. The Company's average Fresh Choice restaurant is approximately 6,831 square feet and has inside seats for approximately 219 guests. In addition, many of the Company's restaurants provide limited outdoor seating. The flexible design of the restaurants enables the Company to take advantage of a broad range of available sites.

Remodeling

        Remodeling is an integral part of the Company's strategic plan. Restaurants typically require remodeling every five to seven years. The Company's latest remodel program incorporated an open, colorful, fun, brighter, more inviting decor package. This remodeling program was completed in fiscal 2000.

Marketing and Promotion

        The Company's marketing strategy in its existing markets is to increase unaided brand awareness toward building top-of-mind recall of the Fresh Choice or Zoopa brand resulting in increased usage among targeted consumers.

        The Company intends to maximize exposure within its target market with a consistent program of high impact, four color, broad reaching mediums such as freestanding inserts in key newspapers. These tactics are designed to leverage both the high level of brand awareness and build a positive identifiable perception

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of Fresh Choice and Zoopa in the mind of the consumer. Additionally, by consistently providing a positive dining experience, the Company believes it benefits from significant word-of-mouth advertising.

        In new markets, the marketing strategy is to build brand name awareness where no or very low awareness exists. The Company intends to accomplish this through the use of appropriate local advertising mediums and creative messages. Prior to opening each new restaurant, the Company typically sponsors fund-raisers and pre-opening parties in the restaurant with local charities or schools to build community relationships and attract customers to the restaurant.

Restaurant Operations and Management

        Management and Crewmembers.    The Company has endeavored to establish a strong corporate identity and culture and to maintain quality and consistency in its restaurants through the careful training of personnel and the establishment of rigorous standards relating to food purchasing and preparation and maintenance of the serving areas and facilities. Responsibility for managing the Company's restaurant operations is currently shared by eight Regional Managers, who report to either the Area Vice President, or the Area Director who each reports to the Executive Vice President and Chief Operating Officer who reports to the President and Chief Executive Officer. Regional managers are generally responsible for four to ten restaurants.

        The management staff of a typical Fresh Choice restaurant consists of one general manager, two or three restaurant managers and a shift manager. The Company externally recruits most of its restaurant managers, virtually all of whom have prior restaurant management experience. Most of the Company's current general managers have been promoted from restaurant managers. All newly hired managers participate in the Company's training course. Each restaurant also employs approximately 35 hourly crewmembers, many of whom work part-time. The general manager of each restaurant is responsible for the day-to-day operation and profitability of the restaurant. To enhance quality, service, cleanliness, maintenance and safety, the Company has developed detailed systems, procedures and controls with respect to labor and food cost standards, food preparation, planning and scheduling. The Company's culture emphasizes a sense of ownership and entrepreneurship. The Company maintains a variety of programs to reward excellent service and performance by each crewmember at the restaurant level. In addition to a competitive base salary, the Company has incentive plans that rewards restaurant managers based upon achieving sales and profit targets, controlling costs, quality of operations and tenure with the Company.

        Food Purchasing.    The Company has designed systems for determining order quantities and has developed preparation methods that together ensure freshness, maximize usage and minimize waste. Most food items are purchased on a centralized basis to ensure uniform quality and adequate supplies, and to obtain competitive prices. To the extent possible, the Company purchases food items pursuant to fixed-price, annual contracts that are not subject to minimum quantity requirements. All produce is purchased from sources that have been pre-qualified to meet the Company's specifications. Produce is delivered directly to individual restaurants. At each restaurant, the management team is responsible for assuring that all deliveries meet the Company's guidelines regarding freshness and quality. The Company believes alternate sources are available for all products.

        Recipe Development.    The Company's food development efforts focus on introducing compelling and innovative new recipes, as well as upgrading the flavor profiles and presentation standards of existing recipe favorites. Seasonal and upscale produce items are rotated into the salad bar product mix to continue to have "the best salad bar in the business".

        Training and Support.    The Company believes that its training programs have been successful in developing commitment to the Company, a consistent level of execution, and high-quality guest service. Upon joining Fresh Choice, each restaurant manager participates in a training course that covers all

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aspects of restaurant operations and develops management skills. New managers also attend Fresh Choice University within the first three months of joining Fresh Choice. All crewmembers are instructed through a combination of written materials and hands-on training prior to their performance being validated by a certified trainer and restaurant management. In addition, the Company creates and facilitates management and hourly crewmember workshops that apply to and support the Company's current goals and objectives.

        Information Systems.    Each restaurant is equipped with a computer containing programs to perform crewmember timekeeping and daily cash and sales reporting. The automation of these important administrative responsibilities reduces the time spent by restaurant managers preparing daily reports of cash, deposits, sales, sales mix and guest counts, labor costs, and food waste. In addition guest count forecasts are generated automatically, which assists restaurant managers in the more accurate scheduling of crewmembers and the production of food. Reports are run and distributed automatically to regional managers each morning as well as compiled for executive management review. Payroll information is processed every two weeks at the restaurants and transmitted electronically to the corporate office, where the information is interfaced with the Company's outside payroll service.

        Financial controls are maintained centrally through a computerized accounting system at the Company's corporate office. Sales are posted electronically to the general ledger from the central cash and sales database. Profit and loss statements are compiled every four weeks by the accounting department and provided to the general managers and regional managers for analysis and comparison to the Company's budgets.

        Hours of Restaurant Operation.    Most of the Company's restaurants are open seven days a week, typically from 11:00 a.m. to 9:00 p.m. Sunday through Thursday, and from 11:00 a.m. to 10:00 p.m. on Fridays and Saturdays.

Competition

        The Company's restaurants compete with the growing mid-price, full-service casual dining segment; with traditional limited-service buffet, soup, and salad restaurants; and, increasingly, with fast-casual and quick-service outlets. The Company's competitors include national and regional chains, as well as local owner-operated restaurants. Key competitive factors in the industry are the quality and value of the food products offered, quality and speed of service, price, dining experience, restaurant location and the ambiance of facilities. The Company believes that it competes favorably with respect to these factors, although many of the Company's competitors have been in existence longer than the Company, have a more established market presence, and have substantially greater financial, marketing and other resources than the Company, which may give them certain competitive advantages. The Company believes that its ability to compete effectively will continue to depend in large measure upon its ability to offer a diverse selection of high-quality, fresh food products with an attractive price/value relationship. In addition the Company expects intense competition for restaurant sites, which may result in the Company having difficulty leasing desirable sites on terms that are acceptable to the Company. The Company expects that in some cases competitors may be willing to pay more than the Company for sites.

Government Regulation

        Each of the Company's restaurants is subject to various federal, state and local laws, regulations and administrative practices affecting its business, and must comply with provisions regulating health and sanitation standards, equal employment, minimum wages and licensing for the sale of food and alcoholic beverages. Difficulties or failures in obtaining or maintaining required beer and wine licenses or other required licenses or approvals could delay or prevent the opening of new restaurants or adversely affect the operations of existing restaurants. The Company has no reason to believe that any of such future license applications would not be approved.

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Trademarks and Service Marks

        "Fresh Choice", "Zoopa", "The Ultimate Soup & Salad Bar", "Fresh Choice Masters Club" and "Fresh Choice Express" are registered marks of the Company. The Company is also pursuing federal registration of its logo. The Company's policy is to strenuously police the use of its marks and to oppose infringement of its marks.

Employees

        As of March 3, 2003, the Company had approximately 2,046 crewmembers. These included approximately 1,838 hourly restaurant crewmembers, of whom approximately 1,252 were part-time crewmembers, approximately 161 full-time restaurant managers and trainees and approximately 47 full-time corporate management and staff. None of the Company's crewmembers is represented by a labor union. The Company believes its employee relations are excellent.

Executive Officers of the Registrant

        The executive officers of the Company as of March 3, 2003 are as follows:

        Mr. Jefferson was elected President and Chief Executive Officer and a director of the Company in February 1997. Mr. Jefferson has an extensive background in restaurant operations. From June 1996 to February 1997 Mr. Jefferson was an independent consultant. From June 1993 to June 1996 Mr. Jefferson was President and Chief Executive Officer of Cucina Holding, Inc., the operator of Java City coffee and bakery. From March 1990 to June 1993 he was an independent consultant and independent restaurant operator. From May 1987 to March 1990 he was President and Chief Executive Officer of Skipper's, Inc. From May 1986 to April 1987 he was President of Kings Table, Inc. Earlier in his career Mr. Jefferson was with Pizza Hut, Inc. for five years including three years as Senior Vice President of Operations and was with Saga Corporation for ten years including two years as Regional Director of the Southeast and Caribbean.

        Mr. O'Shea joined Fresh Choice in March 1996 as Vice President, Marketing, was named a Senior Vice President in December 1998 and was named Executive Vice President and Chief Operating Officer in November 2002. From July 1991 to March 1996 he was Vice President, Marketing for retail and foodservice products for W.R. Grace and Co., a food processor. Mr. O'Shea has over 25 years of experience in restaurant management and marketing including positions as Vice President of Foodservice Marketing for Culinary Brands, Inc. from January 1987 to June 1991 and Vice President and General Manager of the hotel foodservices division of Saga Corporation from October 1975 to January 1987.

        Mr. Pertl joined Fresh Choice in January 1997 as Vice President and Chief Financial Officer and was named a Senior Vice President in December 1998. Mr. Pertl was Vice President and Chief Financial Officer of Summit Family Restaurants, Inc., a publicly-held family style restaurant company, from September 1989 until July 1996, when Summit was acquired. From September 1977 to September 1989 he

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held various financial positions with Ponderosa, Inc., including Senior Vice President and Chief Financial Officer from January 1987 to September 1989.

        Ms. Miller joined Fresh Choice in June, 1995 as Vice President, Human Resources and was named a Senior Vice President in December 1998. From March 1992 to March 1995 she was Vice President, Human Resources for Medallion Mortgage Co., a mortgage banking company. From March 1990 to March 1992 she was an attorney with Littler Mendelson Fastiff Tichy & Mathiason, specializing in labor law. From 1981 to 1990 Ms. Miller was Senior Vice President, Human Resources for Pacific Western Bank.

        Ms. Freedman joined Fresh Choice in May 1992 as a restaurant manager and was named Vice President, Product Development and Purchasing in August 1996, was elected as an executive officer in March 1997 and was named a Senior Vice President in December 1998. Ms. Freedman has held various positions at Fresh Choice, including Director of Product Development from April 1995 to August 1996, Director of Training from December 1994 to April 1995, Regional Manager from October 1993 to December 1994, and General Manager from September 1992 to October 1993. From September 1982 to May 1992 she was Director of Food Services for Macy's, California, a retail/restaurant company.

Business Risks

        Certain characteristics and dynamics of the Company's business and of financial markets in general create risks to the Company's long-term success and to predictable financial results. These risks include:

        Operating Losses and Historical Declines in Comparable Store Sales.    Our quarterly and annual operating results and same store sales have fluctuated significantly in the past and are likely to fluctuate significantly in the future. The Company reported its first operating loss in the fourth quarter of 1994, and reported operating losses in three of the following four years. Although the Company has reported a profit for three of the last four years, there can be no assurance that the Company will be profitable over the long or short term.

        From the third quarter of fiscal 1994 through the end of 1998, the Company reported quarterly comparable store sales declines. The Company reported positive comparable store sales in each quarter of the following two years; however, the Company's comparable store sales decreased for both fiscal years 2002 and 2001. There can be no assurance that the comparable store sales declines experienced in 2002 and 2001 will not continue or not decline further.

        Expansion.    The Company believes its growth depends to a significant degree on its ability to open new restaurants and to operate such restaurants profitably. The Company resumed its expansion with one new Fresh Choice restaurant opening in 2001, five opening in 2002 and, as of March 3, 2003, two restaurants opening in 2003. The Company plans to open two additional Fresh Choice restaurants in 2003. There can be no assurance that these eight new restaurants or future restaurants will be successful. The Company's ability to successfully implement an expansion strategy will depend upon a variety of factors, many of which may be beyond the Company's control, including the Company's ability to locate suitable restaurant locations, negotiate acceptable lease terms, obtain required government approvals, construct new restaurants in a timely manner, attract, train and retrain qualified and experienced personnel and management, operate its restaurants profitably and obtain additional capital to finance expansion and equipment costs, as well as general economic conditions and the degree of competition in the particular market.

        The Company's expansion plans may include entering new geographic regions in which the Company has no previous operating experience. There can be no assurance that the Fresh Choice concept will be successful in regions outside of California, Texas and Washington where tastes and restaurant preferences may be different. In addition the Company expects intense competition for restaurant sites, which may result in the Company having difficulty leasing desirable sites on terms that are acceptable to the Company. The Company expects that in some cases competitors may be willing to pay more than the

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Company for sites. These difficulties may make it difficult for the Company to achieve its store growth objectives.

        Lease Renewals.    As existing restaurant leases expire, the Company must negotiate new leases or lease extensions in order to continue operations at existing restaurants. There can be no assurance that the Company will be able to renew these leases on favorable terms or at all. If the Company is unable to obtain favorable terms on new leases or extensions on existing leases, it would increase costs and reduce the Company's operating margins. Moreover, if the Company is unable to renew existing leases and is unable to find suitable alternate locations, the Company's revenue and operating results would be adversely affected.

        Geographic Concentration.    As of March 3, 2003, 41 of the Company's 55 restaurants were located in California, primarily in Northern California. Accordingly, the Company is susceptible to fluctuations in its business caused by adverse economic conditions in this region. In addition, net sales at certain of the Company's restaurants have been adversely affected when a new Company restaurant has been opened in relatively close geographic proximity. There can be no assurance that expansion within existing or future geographic markets will not adversely affect the individual financial performance of Company restaurants in such markets or the Company's overall results of operations. In addition, given the Company's present geographic concentration in Northern California, adverse weather conditions or increased utility costs in the region or negative publicity relating to an individual Company restaurant could have a more pronounced adverse effect on results of operations than if the Company's restaurants were more broadly dispersed.

        Sensitivity to Economic Conditions and Consumer Spending.    The restaurant industry historically has been subject to substantial cyclical variation. The California economy has slowed since the events of September 11, 2001 and there has been a downturn in the general economy and a decline in consumer spending in the restaurant industry. A continued decline could have a material adverse effect on the Company's financial performance as restaurant sales tend to decline during recessionary periods. A prolonged economic downturn could alter customers' purchasing decisions, which most likely would have a material adverse impact on the Company's revenue and results of operations.

        Volatility of Stock Price.    The market price of the Company's Common Stock has fluctuated substantially since the initial public offering of the Common Stock in December 1992. Changes in general conditions in the economy, the financial markets or the restaurant industry, natural disasters or other developments affecting the Company or its competitors could cause the market price of the Company's Common Stock to fluctuate substantially. In addition, in recent years the stock market has experienced extreme price and volume fluctuations. This volatility has had significant effect on the market prices of securities issued by many companies, including the Company, for reasons sometimes unrelated to the operating performance of these companies. Any shortfall in the Company's net sales or earnings from levels expected by securities analysts could have an immediate and significant adverse effect on the trading price of the Company's Common Stock in any given period. Additionally, such shortfalls may not become apparent until late in the fiscal quarter, which could result in an even more immediate and significant adverse effect on the trading price of the Company's Common Stock.

        Seasonality and Quarterly Fluctuations    The Company's restaurants have typically experienced seasonal fluctuations, as a disproportionate amount of net sales and net income are generally realized in the second and third fiscal quarters. In addition, the Company's quarterly results of operations have been, and may continue to be, materially impacted by the timing of new restaurant openings and restaurant closings. The fourth quarter normally includes 16 weeks of operations as compared with 12 weeks for each of the three prior quarters. The fourth quarter of 2000 included 17 weeks. As a result of these factors, net sales and net income in the fourth quarter are not comparable to results in each of the first three fiscal quarters, and net sales can be expected to decline in the first quarter of each fiscal year in comparison to the fourth quarter of the prior fiscal year

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        Dependence on Key Personnel.    The success of the Company depends on the efforts of key management personnel. The Company's success will depend on its ability to motivate and retain its key crewmembers and to attract qualified personnel, particularly general managers, for its restaurants. The Company faces significant competition in the recruitment of qualified crewmembers.

        Restaurant Industry.    The restaurant industry is affected by changes in consumer tastes, as well as national, regional and local economic conditions and demographic trends. The performance of individual restaurants, including the Company's restaurants, may be affected by factors such as traffic patterns, demographic considerations, and the type, number and location of competing restaurants. In addition, factors such as inflation, increased food, labor and crewmember benefit costs, and the availability of experienced management and hourly crewmembers may also adversely affect the restaurant industry in general and the Company's restaurants in particular. Restaurant operating costs are affected by increases in the minimum hourly wage, unemployment tax rates, and various federal, state and local governmental regulations, including those relating to the sale of food and alcoholic beverages. There can be no assurance that the restaurant industry in general, and the Company in particular, will be successful.

        Competition.    The Company's restaurants compete with the rapidly growing mid-price, full-service casual dining segment; with traditional limited-service buffet, soup, and salad restaurants; and, increasingly, with fast-casual and quick-service outlets. The Company's competitors include national and regional chains, as well as local owner-operated restaurants. Key competitive factors in the industry are the quality and value of the food products offered, quality and speed of service, price, dining experience, restaurant location and the ambiance of facilities. Many of the Company's competitors have been in existence longer than the Company, have a more established market presence, and have substantially greater financial, marketing and other resources than the Company, which may give them certain competitive advantages. The Company believes that its ability to compete effectively will continue to depend in large measure upon its ability to offer a diverse selection of high-quality, fresh food products with an attractive price/value relationship. In addition the Company expects intense competition for restaurant sites, which may result in the Company having difficulty leasing desirable sites on terms that are acceptable to the Company. The Company expects that in some cases competitors may be willing to pay more than the Company for sites.

        Ability to Obtain Additional Financing.    The Company resumed its restaurant expansion in 2001. The Company's ability to implement an expansion strategy will depend upon a variety of factors, including its ability to obtain funds. The Company believes its near-term capital requirements can be met through its existing cash balances, cash provided by operations, its borrowing arrangements and additional equipment lease financing. The Company may seek additional financing to provide greater flexibility. There can be no assurance that the Company will be able to obtain additional financing when needed on acceptable terms or at all.

        Control by Major Shareholder.    Crescent Real Estate Equities Limited Partnership ("Crescent") holds 1,187,906 shares of Series B non-voting convertible preferred stock, which is convertible into Series A voting convertible preferred stock at any time at the option of the holder. Upon conversion, holders of Series A preferred stock would be entitled to vote with common stockholders and would have a separate right to approve certain corporate actions, such as amending the Company's Certificate of Incorporation or Bylaws, effecting a merger or sale of the Company, or making a fundamental change in the Company's business activity. In addition, because the Company did not achieve a specified earnings target in 1998, the holders of Series A preferred stock would have the right to elect a majority of the Company's Board of Directors. These factors could have the effect of delaying, deferring or preventing a change in control of the Company and, as a result, could discourage acquisition bids for the Company and limit the price that investors are willing to pay for shares of common stock.

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Item 2. PROPERTIES.

        The Company currently owns both the land and buildings at two of its restaurant locations, and owns restaurant buildings on leased land at six other locations. The Company leases all of its other restaurant locations, but may purchase future restaurant locations where it believes it is cost-effective to do so. The Company's restaurants are located in regional malls, strip centers, and freestanding locations.

        The Company's restaurants range from 4,800 to 9,014 square feet with inside seating for 108 to 300 guests. Many of the Company's restaurants provide limited outdoor seating.

        Restaurant locations leased by the Company are typically leased under "triple net" leases that require the Company to pay real estate taxes, maintenance costs and insurance premiums and, in many cases, to pay contingent rentals based on sales in excess of specified amounts. Generally, the leases have initial terms of ten to twenty years, with options to renew for additional periods, which range from five to fifteen years. Of the Company's current leases all, except four, have remaining terms or renewal options extending more than five years following the date of this report. Of these four, two expire in 2004, one in 2006 and one in 2007. There can be no assurance that the Company will be able to extend these four leases on favorable terms or at all. To the extent the Company is unable to extend these leases, or secure alternative locations on favorable terms, the Company's operating results would be adversely impacted.

        The Company currently leases a separate facility for its executive headquarters pursuant to a lease that expires July 31, 2010. The Company believes that such facility is adequate for its office space requirements through fiscal 2003. If additional space is required in the future, the Company further believes that suitable facilities can be leased on commercially reasonable terms.

Item 3. LEGAL PROCEEDINGS.

        From time to time, the Company may be involved in litigation relating to claims arising out of its operations. As of the date of this Annual Report on Form 10-K, the Company is not engaged in any legal proceedings that are expected by the Company's management, individually or in the aggregate, to have a material adverse effect on the Company's business, financial condition or results of operations.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        None.

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PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

        Stock Information.    Fresh Choice, Inc.'s common stock trades on The Nasdaq Stock Market® under the Symbol: SALD. On March 3, 2003, 5,964,068 shares were owned by 317 stockholders of record. The following are the Company's common stock high and low closing sales prices for the fiscal years 2001 and 2002:

        Fresh Choice, Inc. had its initial public offering on December 9, 1992 at a price of $13.00. Fresh Choice, Inc. had a follow-on public offering on July 15, 1993 at a price of $25.00.

        The Company has not paid cash dividends on its common stock, and presently intends to continue this policy in order to retain its earnings for the development of the Company's business. In addition, the Company's current loan and security agreement prohibits the payment of dividends.

        On September 13, 1996, the Company sold to Crescent Real Estate Equities Ltd. ("Crescent") 1,187,906 shares of Series B Non-Voting Convertible Participating Preferred Stock ("Series B Preferred Stock"), and granted Crescent an option to purchase 593,953 shares of Series C Non-Voting Convertible Participating Preferred Stock, which expired in 1999, ("Series C Preferred Stock") (collectively, the "Stock") for an aggregate purchase price of approximately $5.5 million, or $4.63 per share of Series B Preferred Stock pursuant to a Preferred Stock Purchase Agreement dated April 26, 1996. The Series B Preferred Stock is convertible into Series A Voting Convertible Participating Preferred Stock ("Series A Preferred Stock") at any time at the option of the holder, and the Series A and Series B Preferred Stock is convertible into Common Stock at any time at the option of the holder. The Company offered and sold the Stock to Crescent, a sophisticated investor who purchased such shares for investment purposes, as transactions not involving a public offering pursuant to the exemption from registration provisions of Section 4(2) of the Securities Act of 1933, as amended.

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Item 6. SELECTED FINANCIAL DATA.

        A five-year summary of selected financial data follows:

(1)

Includes store closure and asset impairment expenses of $1,751 in 2002; $75 in 2001; $157 in 2000; $458 in 1999 and $3,710 in 1998

        Net sales, operating income (loss), income (loss) and income (loss) per share from continuing operations presented for all years in the above table excludes the one restaurant closed in the fourth quarter that is included in discontinued operations pursuant to the Company's adoption, in the first quarter of fiscal 2002, of Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets".

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

        Certain statements set forth in this discussion and analysis of financial condition and results of operations including anticipated store openings, planned capital expenditures and trends in or expectations regarding the Company's operations constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties. Actual future results and trends may differ materially depending on a variety of factors as set forth under the heading "Business Risks". In particular, the Company's plans to open new restaurants could be affected by the Company's ability to locate suitable restaurant sites, negotiate acceptable lease terms, construct new

17

restaurants in a timely manner, operate its restaurants profitably and obtain additional financing, as well as general economic conditions.

        In addition, the terrorist threats and the possible responses by the U.S. government, the effects on consumer demand, the financial markets, food supply and distribution and other conditions increase the uncertainty inherent in forward-looking statements. Forward-looking statements reflect the expectations of the Company at the time they are made, and investors should rely on them only as expressions of opinion about what may happen in the future and only at the time they are made. The Company undertakes no obligation to update any forward-looking statement. Although the Company believes it has an appropriate business strategy and the resources necessary for its operations, future revenue and margin trends cannot be reliably predicted and the Company may alter its business strategies to address changing conditions.

GENERAL

        Fresh Choice, Inc. operates limited-service restaurants offering high quality, freshly made specialty and traditional salads, hot pasta, pizza, hot baked potatoes, soups, fresh breads and muffins, frozen low-fat soft serve and other desserts. The Company operated 53 restaurants at December 29, 2002, 51 restaurants at December 30, 2001 and 48 restaurants at December 31, 2000. The Company's fiscal year ends on the last Sunday in December. Fiscal years 2002 and 2001 each contained 52 weeks while fiscal year 2000 contained 53 weeks.

        After opening its first restaurant in 1986, Fresh Choice expanded steadily, its early growth driven by the strong unit economics of its restaurants. The Company operated 22 restaurants at the time of its initial public offering in December 1992. With $12.7 million in net proceeds from its initial offering and an additional $19.6 million in net proceeds from a secondary offering in July 1993, the Company accelerated its growth, opening 14 new restaurants in 1993 (including its first two restaurants outside of California), 15 new restaurants in 1994 (including seven restaurants outside of California), seven restaurants in 1995 (of which two are located outside of California) and one restaurant in 1996. The Company opened a number of locations which did not reach anticipated sales levels and opened a greater percentage of restaurants in freestanding buildings. The increase in freestanding units and other refinements and the expansion of the Company's restaurant configuration and decor resulted in an increase in the Company's initial cash investment in new units. At the same time, the Company experienced unanticipated declines in sales at its restaurants, resulting in part from increased competition in the casual/family dining sector and greater than expected cannibalization of its existing restaurants. The Company's profitability began to decline in the second half of 1994, and the Company reported its first operating loss in the fourth quarter of 1994. The Company reported additional operating losses for each quarter of 1995. In 1995, after an analysis of the sales potential and operating economics of every Fresh Choice restaurant, the Company finalized and announced a restructuring plan to help restore profitability. The plan included closing as many as ten of the Company's restaurants, of which seven restaurants were included in a reserve for closures, and a partial write-down of assets to estimated fair value for thirteen other restaurants. The Company recorded a $23.9 million restructuring charge in 1995 in connection with the plan. At year-end 1995, the Company closed three restaurants.

        The Company continued to incur an operating loss for 1996. As of year end 1996, the Company had closed or sold eleven restaurants, including the sale of two restaurants and the closure of a third restaurant in the Washington, D.C. market.

        During 1997, the Company successfully introduced a number of cost control programs, which resulted in the Company reporting a net income of $333,000 in 1997. The Company closed no additional restaurants in 1997 but identified one restaurant for closure at the end of its lease term in 1998. The restaurant closed in 1998 with no material financial impact.

        In the fourth quarter of 1998, the Company announced a plan, which provided for the closure of four previously impaired restaurants, the closure of two additional restaurants at the end of their lease terms in

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1999, and a write-down of restaurant assets to fair market value for two other restaurants. The Company recorded a $3.7 million store closure and asset impairment charge in connection with the plan which was implemented in response to the continued poor operating performance of the four previously-impaired restaurants, the cannibalization of sales resulting from over-building in the Company's core Northern California market and lower-than-anticipated sales at certain new restaurants. The Company closed three of these restaurants in 1998 and another one at the beginning of 2000. After significant improvement in operating performance at the two remaining locations, management reversed its decision to not renew the lease on one location and in 2000 reversed its decision to close the other restaurant.

        During 1999, the Company reported four consecutive quarters of comparable store sales growth. This sales growth, along with the continued management of costs, resulted in the Company reporting a net income of $185,000 in 1999. The Company closed two restaurants in 1999. In accordance with the Company's strategy to dispose of under-performing restaurants, the Company closed a previously impaired restaurant in the third quarter of 1999 and recorded a store closure and asset impairment charge of $443,000, primarily for the estimated lease settlement and other closure costs. In accordance with the Company's continuing strategy to close restaurants that compete with other Fresh Choice restaurants, the Company sold the property and equipment of another restaurant, received cash proceeds of $692,000 and recorded a gain of $452,000. In addition, during the fourth quarter, the Company wrote down the assets of another restaurant whose lease expired in 2000, recording a non-cash charge of $172,000 which was offset by the reversal of $157,000 of excess accruals resulting from the settlement of the 1998 restaurant closures for less than previously estimated costs.

        During 2000, the Company again reported four consecutive quarters of comparable store sales growth. This sales growth, along with the continued management of costs, resulted in the Company reporting net income of $1.7 million in 2000. The Company closed three restaurants in 2000. The Company closed one restaurant in accordance with the plan announced in 1998 at the beginning of 2000. During the second quarter of 2000, the Company reversed its decision to close the remaining restaurant identified for closure in 1998 based upon continued improved performance and accordingly reversed the reserve provided for the restaurant. The Company also made the decision to close its last remaining restaurant in Houston due to continued poor performance. In addition, the Company recorded an asset impairment expense of $171,000 for one under-performing restaurant, which is included in loss from discontinued operations. The Company also recorded a lease termination charge of $332,000 for the buyout and termination of the lease on a former Fresh Choice restaurant in the Washington D.C. market that the Company sold in 1996.

        During 2001, the Company's comparable store sales turned negative in the third and fourth quarters after ten consecutive quarters of comparable store sales growth. The Company believes the negative comparable store sales were the result of a weakening economy and lower consumer confidence following the September 11, 2001 tragedy. Despite the softening sales, the Company continued its management of costs and reported net income of $1.1 million in 2001. The Company resumed the expansion of the Fresh Choice concept, opening one new Fresh Choice restaurant in 2001. The Company also recorded a store closure and asset impairment charge of $181,000 ($106,000 of which is included in loss from discontinued operations) for the planned closure of two restaurants whose leases expire in 2002 and the planned conversion of one Fresh Choice Express to a licensed Starbucks retail store.

        During 2002, the Company reported four consecutive quarters of comparable store sales declines. The Company believes the negative comparable store sales were primarily the result of the continued weak economic environment in the Company's core markets. The Company continued its management of costs, but this was not sufficient to offset the continued declining sales, and reported a net loss of $1.7 million in 2002. The Company continued the expansion of the Fresh Choice concept, opening five new Fresh Choice restaurants in 2002 and, as of March 3, 2003, opening two restaurants in 2003. The Company plans to open two additional Fresh Choice restaurants in 2003. In addition, the Company recorded a non-cash impairment charge of $1.8 million for the write-down of assets to fair value for four restaurants. The impairment charge for these restaurants was determined based on the expected cash flows over the

19

remaining lease terms, as compared to the net book value of the restaurant assets. The Company does not intend to close any of these four restaurants in 2003.

        In August 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 which was adopted by the Company in the first quarter of fiscal 2002, replaces SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for the disposal of a segment of a business as defined in that opinion. The Company closed three restaurants in 2002 whose lease terms expired. As a result of the adoption of SFAS No.144, the Company has classified revenues and expenses of one of these closed restaurants as discontinued operations for all periods presented in the accompanying consolidated financial statements. The revenue and expenses of the other two restaurants closed in 2002 are classified as continuing operations as the restaurants have been or will be replaced and therefore the operations are not considered discontinued under the provisions of SFAS No. 144.

CRITICAL ACCOUNTING POLICIES

        Our accounting policies are more fully described in Note 1 of the Company's audited December 29, 2002 financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities as of the dates and for the periods presented. Management believes the following accounting policies, among others, represent its more critical or complex estimates and assumptions used in preparation of its consolidated financial statements.

        The Company evaluates its estimates and assumptions on an on-going basis and believes its estimates and assumptions are reasonable based on historical experience and other factors. However, actual results could differ from those estimates and these differences could be material to the consolidated financial statements. The accounting policies management has identified as critical or complex accounting policies are described below.

        Income taxes.    The Company's net deferred tax assets consist primarily of the tax benefit related to operating loss carryforwards, alternative minimum tax credits and asset write-downs, in connection with store closure reserves, that are not deductible for tax purposes until the assets are disposed. The Company has provided valuation allowances against its deferred net tax assets based on management's most recent assessment that it is not deemed more likely than not that the deferred tax assets will be realized. If future assessments by management were to determine that the Company would be able to realize its deferred tax assets in excess of their net recorded amounts, an adjustment to the deferred tax assets could result in an increase in net income in the period such determination was made.

        Long-lived assets impairment.    The Company reviews its long-lived assets related to each restaurant annually for impairment, or whenever events or changes in circumstances indicate that the carrying amount of a restaurant may not be recoverable. The Company considers a history of operating losses to be its primary indicator of potential impairment, therefore new restaurants are generally not identified for impairment until a sufficient operating history has been developed. Assets are grouped and evaluated for impairment at the lowest level for which there are identifiable cash flows, the individual restaurants. Based on the best information available, the Company writes down an impaired restaurant to its estimated fair market value, which becomes its new cost basis. The Company generally measures estimated fair value by a forecast of undiscounted future operating cash flows directly related to the restaurant. Considerable management judgment is necessary to estimate projected future operating cash flows. Accordingly, if actual results vary from such estimates, significant future impairment could result.

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        Discontinued Operations.    Considerable management judgment is necessary to determine whether a closed restaurant should be classified as discontinued operations. In general, the Company considers the extent to which the restaurant's operations and cash flow are expected to be absorbed by other currently operated restaurants or replaced with a new restaurant in making this determination. A closed restaurant, or group of restaurants, which is located in an isolated market and not replaced, would generally be classified as discontinued operations.

        Property and equipment.    Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets which range from 5 to 30 years or the lease term of a restaurant including option periods, as appropriate, not to exceed 25 years.

        Stock-based compensation.    The Company accounts for stock-based awards to employees using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." Accordingly, no compensation expense has been recognized in the financial statements for employee stock arrangements. The Company accounts for stock-based awards to non employees in accordance with SFAS No. 123 "Accounting for Stock-Based Compensation" and Emerging Issues Task Force ("EITF") Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services".

        Workers' Compensation Claims Accrual.    The Company records estimates for workers' compensation claims under its workers' compensation program. Estimated reserves are based on available historical claim settlement data for reported claims. If a greater number of claims occur in comparison to the amount of claims estimated or medical costs increase beyond anticipated costs, additional charges may be required in the period such determination was made

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RESULTS OF OPERATIONS

        The following table presents the components of average restaurant operating income on a per restaurant basis, for the comparable Fresh Choice and Zoopa restaurants open during each year (the Company's Fresh Choice Express restaurants are excluded):

        The following table sets forth items in the Company's statements of operations as a percentage of sales:

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        Net sales.    In 2002, net sales increased $0.8 million, or 1.1%, to $75.0 million. Sales decreased $1.8 million at the Company's 43 restaurants open in both 2002 and 2001. The two restaurants closed in 2002 that were included in continuing operations, accounted for a $1.9 million decline in sales. The six new Fresh Choice restaurants opened in 2001 and 2002 contributed $4.2 million in additional net sales. The Fresh Choice Express, dual branded Fresh Choice Express and licensed Starbucks retail stores and the licensed Starbucks retail store sales contributed $0.3 million to the net sales increase.

        In 2001, net sales decreased $2.6 million, or 3.4%, to $74.2 million. Sales decreased $2.1 million at the Company's 45 restaurants open in 2001 and 2000. The two restaurants closed in 2000 accounted for a $1.0 million decline in sales. The one new Fresh Choice restaurant contributed $0.2 million in net sales. The Fresh Choice Express restaurants opened in 2000 and 2001 contributed $0.3 million to net sales

        The Company does not include any new stores in its comparable store sales until a store has been open for 18 months. Management believes utilizing an 18-month basis for reporting comparable store sales represents a more realistic indication of the base business trends. On this basis, comparable store sales decreased 2.5% in 2002 following a decrease of 1.2% in 2001 and an increase of 7.3% in 2000. Comparable store guest counts decreased 3.3% in 2002 following a decrease of 4.8% in 2001 and an increase of 7.9% in 2000. Both the 2001 and 2000 comparable store comparisons have been adjusted for the extra week in 2000.

        The comparable store average check increased 0.8% in 2002 and 3.8% in 2001, reflecting price increases and coupon offerings at a lower discount. The comparable store average check decreased 0.5% in 2000 reflecting increased coupon redemptions.

        Cost of sales.    Cost of sales (food and beverage costs) were 22.3%, 22.7% and 23.8% of net sales in 2002, 2001 and 2000, respectively. Food and beverage costs declined as a percentage of sales each year due to the combined effect of controlling food cost per guest and increases in the average check in 2002 and 2001. In addition, food costs benefited from the Company's food program, which manages cost through an efficient product rotation while maintaining a quality menu offering to the guest. Cost efficiencies experienced with new products and production methods also contributed to lower food costs.

        Restaurant Operating Expenses.    Restaurant operating expenses (labor, occupancy and other) were 64.4%, 61.8% and 60.1%, of net sales in 2002, 2001 and 2000, respectively. In 2002, labor was 1.1% of sales higher than in 2001 and in 2001, labor was 0.2% of sales higher than 2000. The labor cost percentage increases for 2002 and 2001 were primarily the result of lower average restaurant sales and higher salaries and wages, partially offset by a higher average check and management of hours in the restaurants. Occupancy and other costs in 2002 were 1.5% of sales higher than 2001 primarily due to the lower average sales and higher repair and maintenance expenses which increased to 2.0% of sales versus 1.7% in 2001. Occupancy and other costs in 2001 were 1.5% of sales higher than 2000 primarily due to the lower average sales. In addition, gas and electricity costs increased to 3.7% of sales versus 3.0% of sales in 2000 and advertising costs increased to 3.2% of sales versus 3.0% of sales in 2000.

        Depreciation and Amortization.    Depreciation and amortization expenses were 4.5%, 4.5% and 4.8% of sales in 2002, 2001 and 2000, respectively. The decrease in 2001 versus 2000 primarily resulted from a declining depreciable asset base for older restaurant equipment.

        General and Administrative Expenses.    General and administrative expenses were 7.7%, 8.3% and 8.2% of sales in 2002, 2001 and 2000, respectively. General and administrative expenses decreased $403,000 in 2002, primarily due to the Company's overall efforts to keep the costs down during the current weak economic environment, lower legal expenses, lower recruiting costs and reduced spending on the Company's annual general manager's conference. The percentage increase in 2001 is primarily the result of lower sales. General and administrative expenses declined $99,000 in 2001, primarily due to lower accruals for expected incentive payouts, partially offset by higher salary costs and increased legal expenses.

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        Restaurant Opening Costs.    Restaurant opening costs were $438,000, $219,000 and $23,000 in 2002, 2001 and 2000 respectively. Restaurant opening costs in 2002 were for seven Fresh Choice restaurants, two of which opened in early 2003, and for two existing Fresh Choice Express restaurants that were temporarily closed for conversion to either a licensed Starbucks retail store or a dual branded Fresh Choice Express and licensed Starbucks retail store. Restaurant opening costs in 2001 were for two new Fresh Choice restaurants, one of which opened in early 2002, and two new Fresh Choice Express restaurants. In 2000, restaurant opening costs were for two Fresh Choice Express restaurants, one of which opened in early 2001.

        Store Closure and Asset Impairment Expenses.    In 2000, the Company reversed its decision to close one restaurant previously identified for closure based upon continued improved performance and accordingly reversed the reserve of $395,000 provided for the restaurant. In addition, the Company made the decision to close its last remaining restaurant in Houston due to continued poor performance and recorded a non-cash charge of $5,000 for the write-down of assets to fair value and a $206,000 charge for the cash costs associated with the restaurant closure and settlement of the lease obligation. In addition, the Company recorded a charge of $332,000 for the buyout and termination of the lease on a former Fresh Choice restaurant in the Washington D.C. market that the Company sold in 1996. This was the only restaurant remaining in which the Company had assigned the lease but was not relieved of its liability in the event of a default. The assignee closed the restaurant in late 2000 and the landlord notified the Company of its obligation to perform under the lease. The Company did not believe it was economically feasible to assume operations of the restaurant and believed the best long-term solution was the buyout and termination of the lease. The Company also recorded a charge of $9,000 resulting from the settlement of restaurant closures for more than the previously estimated costs.

        In 2001, the Company recorded a store closure and asset impairment charge of $75,000 for the planned closure of one restaurant whose lease expires in 2002 and the planned conversion of one Fresh Choice Express to a licensed Starbucks retail store. This charge is comprised of a $68,000 non-cash charge for the write down of assets to fair value and a $7,000 charge to cover the estimated closure costs associated with the planned restaurant closure. The impairment charge for this restaurant was determined based on the expected cash flows over the remaining lease terms, as compared to the net book value of the restaurants' assets.

        In 2002, the Company reversed $4,000 of the 2001 estimated closure costs and recorded a non-cash impairment charge of $1,755,000 million for the write-down of assets to fair value for four restaurants. The impairment charge for these restaurants was determined based on the expected cash flows over the remaining lease terms, as compared to the net book value of the restaurant assets. The Company does not intend to close any of these restaurants in 2003.

        The Company reviews the cash flow of each restaurant throughout any given reporting period, and performs an impairment review of its investment in property and equipment at any given restaurant during a reporting period if deemed necessary based on the restaurant's cash flow performance. At least annually, the Company conducts an impairment review of its investment in property and equipment for all of its restaurants.

        Interest Income.    Interest income was $48,000 in 2002, $166,000 in 2001 and $185,000 in 2000. In 2002 the Company received decreased interest income due to lower cash balances in its bank accounts and lower interest rates. In 2001 the Company received decreased interest income due to lower interest rates.

        Interest Expense.    Interest expense was $263,000 in 2002, $386,000 in 2001 and $461,000 in 2000. Interest expense consisted primarily of fees and interest related to the Company's long-term borrowings and capital lease obligations for equipment leases.

        Provision for (benefit from) Income Taxes.    The Company recorded a tax benefit in 2002 as a result of recording a credit for the over-accrual of federal taxes in 2001 partially offset by state tax payments

24

estimated for 2002. Despite a net operating loss, the Company is required to postpone the use of net California operating loss carryforwards for two years that could be used to offset taxable income in determination of California state income taxes for the 2002 and 2003 tax years as prescribed by state law enacted in September of 2002. The Company recorded an income tax provision for 2001 and 2000, despite net operating loss carryforwards available to offset taxable income, due to projected fiscal 2001 and 2000 net income being subject to alternative minimum tax. The Company's net deferred tax assets consist primarily of the tax benefit related to operating loss carryforwards, alternative minimum tax credits and asset write-downs, in connection with store closure reserves, that are not deductible for tax purposes until the assets are disposed. The Company will continue to provide a full valuation allowance for its deferred tax assets until it becomes more likely than not, in management's assessment, that the Company's deferred tax assets will be realized.

        Loss from Discontinued Operations.    Loss from discontinued operations includes the revenue and expenses of one restaurant that was closed during 2002 when its lease term expired. This restaurant was located in an isolated market and is not being replaced. The loss from discontinued operations of $185,000 in 2002 reflects the revenue and expenses for this store and includes an $8,000 reversal of the 2001 estimated closure costs.

        The loss from discontinued operations of $272,000 in 2001 reflects the revenue and expenses for this store and includes a non-cash charge of $93,000 for the write-down of assets to fair value and a $13,000 charge to cover the estimated closure costs associated with the planned closure.

        The loss from discontinued operations of $241,000 for fiscal year 2000 reflects revenue and expenses for this store and includes a non-cash charge of $171,000 for the write-down of assets to fair value. The impairment charge for this restaurant was determined based on the expected cash flows over the remaining lease term, as compared to the net book value of the restaurant assets.

QUARTERLY INFORMATION

        The following table sets forth certain quarterly results of operations for 2002 and 2001:

*

The sum of the quarterly net income (loss) per share amounts will not necessarily equal the net income (loss) per share for the total fiscal year

(1)

Includes store closure and asset impairment expenses of $1,751 in 2002 and $75 in 2001

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        Net sales, operating income (loss), income (loss) and income (loss) per share from continuing operations presented for all quarters in the above table excludes the one restaurant closed in the fourth quarter that is included in discontinued operations pursuant to the Company's adoption, in the first quarter of fiscal 2002, of Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

        The Company's restaurants experience seasonal fluctuations, as a disproportionate amount of net sales and restaurant operating income are generally realized in the second and third fiscal quarters. In addition, the Company's quarterly results of operations have been, and may continue to be, materially impacted by the timing of new restaurant openings and by restaurant closings. The fourth quarter normally includes 16 weeks of operations as compared with 12 weeks for each of the three prior quarters. The fourth quarter of 2000 included 17 weeks. As a result of these factors, net sales and net income in the fourth quarter are not comparable to results in each of the first three fiscal quarters, and net sales can be expected to decline in the first quarter of each fiscal year in comparison to the fourth quarter of the prior fiscal year. Because of prior year operating losses, restaurant closures, the seasonality of the Company's business and the impact of new restaurant openings, results for any quarter cannot be relied upon as indicative of the results that may be achieved for a full fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

        The Company's primary capital requirements have been for the expansion of its restaurant operations and remodeling of its restaurants. The Company has traditionally financed these requirements with funds from equity offerings, cash flow from operations, landlord allowances, capital equipment leases and short-term bank debt. The Company does not have significant trade receivables or inventory and receives trade credit based upon negotiated terms in purchasing food and supplies.

        During 2001, the Company closed on a $2,200,000 loan (the "Loan"), with a commercial bank. Under the terms of the Loan, the Company issued a promissory note (the "Note") in the amount of $2,200,000. The Note is secured by a deed of trust on certain Company-owned real estate. The Note bears interest at the prime rate (4.25% at December 29, 2002) plus 0.625%. The Note has a fifteen-year amortization period and matures after 84 monthly payments of principal and interest. All unpaid principal and interest shall be due and payable on the Note's maturity date of September 2, 2008.

        The Company had $2,061,000 and $2,178,000 of debt outstanding under the Loan described above at December 29, 2002 and December 30, 2001 respectively. At December 29, 2002, $1,935,000 was included in long-term debt and $126,000 was included in the current portion of long-term obligations. At December 30, 2001, $2,060,000 was included in long-term debt and $118,000 was included in the current portion of long-term obligations. The Deed of Trust requires the Company to maintain a minimum debt service coverage ratio and to maintain a minimum tangible net worth.

        On June 3, 2002 the Company renegotiated its $2,000,000 revolving line of credit (the "Agreement") with its bank, which extends the Agreement's expiration date to June 3, 2004. Borrowings bear interest at the prime rate (4.25% at December 29, 2002) plus 0.5%. Borrowings under the Agreement are collateralized by the Company's personal property. On December 29, 2002 the Company had no borrowings under the Agreement.

        On December 29, 2002 the Company had a commitment from the bank, separate from the Agreement, which makes $956,000 available to the Company in support of outstanding letters of credit required under its workers' compensation program. This commitment, which is scheduled to expire March 28, 2003, will automatically extend for a one-year period.

        The Agreement requires the Company to maintain (i) a minimum tangible net worth, (ii) a minimum debt service coverage ratio and (iii) a maximum debt to tangible net worth ratio. The Agreement also limits the Company's fixed asset acquisitions and requires approval before paying dividends or

26

repurchasing outstanding shares of stock. In addition the Agreement requires the outstanding principal balance of the loan to be zero for at least one period of thirty consecutive days during the term of the loan.

        During 2002 the Company entered into equipment leases which provided $2,488,000 in financing under the capital lease arrangement expiring in 2007. These and other capital lease obligations at December 29, 2002 totaled $2,742,000 of which $610,000 was included in current portion of long-term debt. Long-Term Debt also included a $113,000 note for site construction costs of which $1,000 was included in the current portion of long-term obligations.

        Net cash provided by operating activities from continuing operations in 2002 was $6.2 million and consisted of:

        During the same period, the Company invested $9.2 million in property and equipment, which includes the equipment acquired under capital leases.

        The Company's contractual obligations as of December 29, 2002 are as follows:

        In the first quarter of 2003 the Company entered into a capital lease for equipment that requires minimum monthly payments of $9,699 through 2008.

        The Company's outstanding Series B non-voting convertible preferred stock is currently held by one entity and is convertible, at the holders' option, into Series A voting convertible preferred stock on a one-for-one basis. Although no Series A preferred stock is currently outstanding, holders of Series A preferred stock, if any, would be entitled to vote with common stockholders on all matters submitted to a vote of stockholders. When and if issued, the holders of a majority of the outstanding Series A preferred stock will have a separate right to approve certain corporate actions.

        In fiscal 1998, the Company failed to achieve a specified earnings target (before interest, taxes, depreciation and amortization) of at least $5.5 million which constituted an event of default of the terms of the preferred stock agreement and which triggered the right of the Series A preferred stockholders to elect a majority of the Company's Board of Directors. The holder of the Series B preferred stock has not initiated any action to convert such shares into shares of Series A preferred stock nor has it exercised its right to elect a majority of the Board of Directors. In March 2003 such holder notified the Company that it had no intention, at that time, of exercising such right; however, the holder has not waived any of its rights under the agreement.

27

        The Company's continued growth depends to a significant degree on its ability to open new restaurants and to operate such restaurants profitably. As of March 3, 2003, two new Fresh Choice restaurants have opened in fiscal 2003. The Company plans to open two additional new Fresh Choice restaurants in 2003 in California. The Company has signed leases for these additional Fresh Choice restaurants. The total leasehold improvements and equipment costs for these four locations is estimated to be approximately $4.3 million, of which approximately $2.1 million has been expended through December 29, 2002.

        Although the Company has no firm development plans beyond 2003, the Company continues to look for sites, primarily in its core Northern California markets as well as in Southern California, for possible expansion beyond 2003. The Company's ability to continue an expansion strategy will depend upon a variety of factors, including its return to profitability and the Company's ability to obtain funds. See "Business Risks" included herein.

        The Company intends to finance its operating cash requirements and fiscal 2003 capital requirements through existing cash balances, cash provided by operations, its borrowing arrangements and existing equipment lease financing commitment. The Company has a $5.5 million commitment for capital equipment lease financing for new furniture, fixtures, equipment and leasehold items of which the Company has utilized $2.3 million through December 29, 2002. The Company intends to utilize the remaining commitment to fund restaurant equipment primarily in its new restaurants. The Company may seek additional debt financing to provide greater flexibility if it continues restaurant expansion in 2004 and beyond.

        The Company's ability to continue an expansion strategy will depend upon a variety of factors, including, maintaining a sufficient cash flow from operations and its ability to obtain additional funds. The Company believes its near-term capital requirements can be met through its existing cash balances, cash provided by operations, its borrowing arrangements and additional equipment lease financing. However, the Company's operating cash flow is impacted by the Company's comparable store sales increases or decreases. In 2002 comparable store sales declined 2.5% and in 2001 comparable store sales, excluding the extra 53^rd week of sales in 2000, declined 1.2%. The Company expects comparable store sales to improve, but there can be no assurance that comparable store sales will improve. In addition, the Company may seek additional financing to provide greater flexibility. There can be no assurance that the Company will be able to obtain additional financing when needed on acceptable terms or at all. To the extent operating cash flow declines, or financing cannot be obtained, the Company intends to curtail its expansion plans in 2004 and beyond.

INFLATION

        Many of the Company's employees are paid hourly rates related to the federal and state minimum wage laws. Accordingly, increases in the minimum wage could materially increase the Company's labor costs. In addition, the cost of food commodities utilized by the Company are subject to market supply and demand pressures. Shifts in these costs may have a significant impact on the Company's food costs. The Company anticipates that increases in these costs may be offset through pricing and other cost control efforts; however, there is no assurance that the Company would be able to pass such costs on to its guests or that even if it were able to do so, it could do so in a short period of time.

RECENTLY ISSUED ACCOUNTING STANDARDS

        In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 requires that an intangible asset that is acquired shall be initially recognized and measured based on its fair value. The statement also provides that intangible assets shall be tested for impairment annually, or more frequently if circumstances indicate potential impairment,

28

through a comparison of fair value to its carrying amount. SFAS No. 142 became effective for fiscal periods beginning after December 15, 2001.

        In accordance with SFAS No. 142 and effective December 31, 2001 (fiscal year 2002), the Company discontinued the amortization of certain intangible assets that were defined by the Company to have an indefinite life. The Company also increased the amortization rates of certain other intangible assets to reflect a shorter useful life of these assets. Had SFAS No. 142 been in effect during the year ending December 30, 2001, previously reported net income would have increased by $20,000 and basic and diluted earnings per share would have been unchanged.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 which was adopted by the Company in the first quarter of fiscal 2002, replaces SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions", for the disposal of a segment of a business as defined in that opinion. The Company closed three restaurants in 2002 whose lease terms expired. As a result of the adoption of SFAS No. 144, the Company has classified revenues and expenses of one of these closed restaurants as discontinued operations for all periods presented in the accompanying consolidated financial statements. The revenue and expenses of the other two restaurants closed in 2002 are classified as continuing operations as the restaurants have been or will be replaced and therefore the operations are not considered discontinued under the provisions of SFAS No. 144.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" which addresses accounting for restructuring and similar costs. SFAS No. 146 supercedes previous accounting guidance, principally EITF Issue No. 94-3. The Company will adopt the provisions of SFAS No. 146 for restructuring activities initiated after December 29, 2002. SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost was recognized at the date of the Company's commitment to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS No. 146 may affect the timing of recognizing future restructuring costs as well as the amounts recognized. Management does not expect the adoption of SFAS No. 146 will have a material impact on the Company's consolidated financial statements.

        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Base Compensation—Transition and Disclosure" which amends SFAS No. 123, "Accounting for Stock-Based Compensation," and provides alternative methods of transition to SFAS No. 123's fair value method of accounting for stock-based employee compensation. SFAS No. 148 also amends the disclosure requirements of SFAS No. 123 and APB Opinion No. 28, "Interim Financial Reporting," to require disclosure of the effects of an entity's accounting policy with respect to stock-based compensation on reported net income and earnings per share in annual and interim financial statements. The disclosure provisions of SFAS No. 148 are applicable to all companies with stock-based employee compensation, regardless of whether the compensation is accounted for using the fair value method of SFAS No. 123 or the intrinsic value method of APB Opinion No. 25. As allowed by SFAS No. 123, the Company will continue to utilize the accounting method prescribed by APB Opinion No. 25 and has adopted the disclosure requirements of SFAS No. 148.

Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company is exposed to interest rate risk primarily through its borrowing activities. The Company has not used derivative financial instruments to hedge such risks. There is inherent rollover risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and business financing requirements. If market rates were to increase immediately by 10 percent from levels at December 29,

29

2002, the fair value of the Company's borrowings would not be materially affected as borrowings are primarily subject to variable interest rates.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

        The Company adopted SFAS No. 142 and SFAS No. 144 for the fiscal year beginning December 31, 2001 (fiscal year 2002). The Company's financial statements as of December 29, 2002 and December 30, 2001 and for each of the three fiscal years in the period ended December 29, 2002, and the Independent Auditors' Report, are included in the report as listed on Page 31 of this Report, Item 15(a).

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

        Not applicable.

PART III

        Certain information required by Part III is omitted from this Report. The Company plans to file its Proxy Statement (the "Proxy Statement") pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Report, and certain information included therein is incorporated herein by reference.

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        There is incorporated by reference the information relating to the directors of the Company set forth under the caption "Election of Directors" in the Proxy Statement. Information relating to the executive officers of the Company is set forth in Part I of this Report under the caption "Executive Officers of the Registrant."

Item 11. EXECUTIVE COMPENSATION

        There is incorporated by reference the information relating to executive compensation set forth under the caption "Executive Compensation and Other Matters" in the Proxy Statement.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        There is incorporated by reference the information relating to ownership of equity securities of the Company by certain beneficial owners and management set forth under the caption "General Information—Stock Ownership of Certain Beneficial Owners and Management" and the information relating to equity compensation plans under the caption "Equity Compensation Plan Information" in the Proxy Statement.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        There is incorporated by reference the information relating to certain relationships and related transactions set forth under the caption "Compensation Committee Interlocks and Insider Participation" in the Proxy Statement.

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Item 14. CONTROLS AND PROCEDURES

        (a)  Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-14 promulgated under the Securities and Exchange Act of 1934, as amended, within the 90 day period prior to the filing date of this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of that date.

        (b)  There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in paragraph (a) above.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

        The following documents are filed as part of this Report:

(a)

1. Financial Statements.

2.

Financial Statement Schedules. All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.

3.

Exhibits. The Exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Report. Exhibit Nos. 10.2, 10.3, 10.26, 10.27, 10.28,10.34, 10.37, 10.43, 10.44, 10.45, 10.46, 10.47, 10.53, 10.54, 10.55, 10.56 and 10.60 are management contracts or compensatory plans covering executive officers and directors of Fresh Choice, Inc.

(b)

Reports on Form 8-K. The registrant filed a report on Form 8-K on November 19, 2002 reporting a press release dated November 19, 2002 regarding the resignation of Steven A. Adkins, Senior Vice President of Operations and the promotion of Tim G. O'Shea from Senior Vice President of Marketing to Executive Vice President and Chief Operating Officer. No other reports on Form 8-K were filed in the fourth quarter of fiscal 2002.

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Fresh Choice, Inc.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share and share amounts)

See accompanying notes to consolidated financial statements

F-1

Fresh Choice, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

See accompanying notes to consolidated financial statements

F-2

Fresh Choice, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Dollars in thousands)

See accompanying notes to consolidated financial statements

F-3

Fresh Choice, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)