JMBA Jamba, Inc. (delisted)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

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

Date of report (date of earliest event reported):

April 28, 2015

 

 

Jamba, Inc.

(Exact name of registrant as specified in its charter)

 

 

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

 

6475 Christie Avenue, Suite 150, Emeryville, California 94608

(Address of principal executive offices)

Registrant's telephone number, including area code:

(510) 596-0100

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

On April 28, 2015, Jamba Juice Company, a California corporation and wholly-owned subsidiary of Jamba, Inc. (the “Company”) completed the refranchising of a group of Company-owned stores located in the San Francisco Bay Area as part of the Company’s refranchising initiative. In connection with the refranchising transaction, Jamba Juice Company transferred to M5 Partners, Inc. all machinery, equipment, computer hardware (including point of sale equipment), furniture, fixtures, tools, signs, vehicles, other tangible personal property and all goodwill associated with stores for a purchase price of $1,850,000 plus payment for all marketable inventory and cash on hand at each of the stores. M5 Partners agreed to enter into the Company’s standard franchise agreement with a ten-year term in connection with entering into the transaction.

 

In another refranchising transaction completed on April 28, 2015, Jamba Juice Company sold its 88% membership interest in Jamba Juice Southern California LLC (“JJSC”) to Strategic Marketing Sciences, Inc., its minority partner in the joint venture. JJSC was formed to operate a group of stores in Southern California. The purchase price for the membership interest was $3,000,000 plus payment for all marketable inventory and cash on hand at each of the stores. Strategic Marketing Sciences agreed to enter into the Company’s standard franchise agreement with a ten-year term in connection with entering into the transaction.

 

The accompanying unaudited pro forma condensed consolidated financial statements give effect to the disposition of the assets in the above referenced refranchising transactions.

 

Item 9.01. Financial Statements and Exhibits

 

(b) Pro Forma Financial Information

 

The unaudited pro forma condensed consolidated financial statements of the Company, which reflects the dispositions described in Item 2.01, are furnished as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein.

 

(d) Exhibits

 

99.1

Unaudited pro forma condensed consolidated financial statements of the Company.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	JAMBA, INC.
Date: May 4, 2015	By:	/s/ Karen L. Luey
		Karen L. Luey Chief Financial Officer, Chief Administrative Officer, Executive Vice President and Secretary

 

 

 

 

 

 

Exhibit 99.1

 

JAMBA INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS DECEMBER 30, 2014

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

 

		Reported December 30, 2014				Pro Forma Adjustments								Pro Forma December 30, 2014
ASSETS
Current assets:
Cash and cash equivalents		$	17,750			$	4,259				(a)			$	22,009
Receivables, net of allowances  of $280 and $291			16,977				-								16,977
Inventories			2,300				(131	)			(b)				2,169
Prepaid and refundable income taxes			474				-								466
Prepaid rent			504				-								504
Assets held for sale			11,221				-								11,221
Prepaid expenses and other current assets			8,105				(95	)			(b)				8,010
Total current assets			57,331				4,033								61,349
Property, fixtures and equipment, net			29,575				(3,256	)			(c)				26,319
Goodwill			982				(18	)			(c)				964
Trademarks and other intangible assets, net			2,360				-								2,360
Other long-term assets			2,241				-								2,241
Total assets		$	92,489			$	759							$	93,233
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	3,926			$	-							$	3,926
Accrued compensation and benefits			6,325				-								6,325
Workers' compensation and health insurance reserves			1,311				-								1,311
Accrued jambacard liability			38,184				-								38,184
Other current liabilities			16,454				-								16,454
Total current liabilities			66,200				-								66,200
Deferred revenue and other long-term liabilities			9,544				-								9,544
Total liabilities			75,744				-								75,744
Stockholders' equity:
Common stock, $.001 par value, 30,000,000 shares authorized; 16,567,803 and 17,154,655 shares issued and outstanding, respectively		$	17			$	-							$	17
Additional paid-in-capital			396,629				-								396,629
Treasury Shares at cost			(11,991	)			-								(11,991	)
Accumulated deficit			(368,041	)			875				(e)				(367,166	)
Total equity attributable to Jamba, Inc.		$	16,614			$	875							$	17,489
Noncontrolling interest			131				(131	)			(d)				-
Total stockholders' equity			16,745				744								17,489
Total liabilities and stockholders' equity		$	92,489			$	744							$	93,233

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 

 

JAMBA INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS DECEMBER 30, 2014

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

 

		Reported Year ended December 30, 2014				Pro Forma Adjustments								Pro Forma Year ended December 30, 2014
Revenue:
Company Stores		$	198,737				16,114				A			$	182,623
Franchise and other revenue			19,311				-								19,311
Total revenue			218,048				16,114								201,934
Costs and operating expenses (income):
Cost of sales			52,236				4,052				B				48,184
Labor			61,749				4,972				B				56,777
Occupancy			27,630				2,005				B				25,625
Store operating			33,089				2,319				B				30,770
Depreciation and amortization			10,084				650				B				9,434
General and administrative			37,278				-				B				37,278
Other operating, net			(718	)			-								(718	)
Total costs and operating expenses			221,348				13,998								207,350
(Loss) income from operations			(3,300	)			2,116								(5,416	)
Other income (expense):
Interest income			74				-								74
Interest expense			(195	)			-								(195	)
Total other expense, net			(121	)			-								(121	)
(Loss) income before income taxes			(3,421	)			2,116								(5,537	)
Income tax (expense) benefit			(168	)			-								(168	)
Net (Loss) income		$	(3,589	)		$	2,116							$	(5,705	)
Less: Net income attributable to noncontrolling interest			43				43				C				-
Net (Loss) income attributable to common stockholders		$	(3,632	)		$	2,073							$	(5,705	)

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 

 

Jamba Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

 

1.

Basis of Presentation

 

On April 28, 2015, Jamba completed the refranchising of a group of stores under its ongoing refranchising program, for consideration of $4.9 million. The effect of the refranchising is reflected in the unaudited pro forma condensed consolidated financial statements.

 

The unaudited pro forma condensed consolidated financial statements were prepared in accordance with GAAP and pursuant to U.S. Securities and Exchange Commission Regulation S-X Article 11, and present the pro forma financial position and results of operations of the combined companies based upon the historical information after giving effect to the disposal and adjustments described in the Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. The unaudited pro forma condensed consolidated balance sheet is presented as if the disposal had occurred on December 30, 2014, and the unaudited pro forma condensed consolidated statement of operations for the year ended December 30, 2014 is presented as if the disposal had occurred on January 1, 2014.

 

The unaudited pro forma condensed consolidated financial information is presented for informational purposes only and is not indicative of the Company's financial results or financial position as if the transactions reflected herein had occurred, or been in effect during the pro forma periods. This unaudited pro forma condensed consolidated financial information should not be viewed as indicative of the Company's expected financial results for future periods.

 

2.

Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet

 

Adjustments in the column titled "Pro Forma Adjustments" represent the following:

 

(a) - Represents the pro forma adjustment for the proceeds received, net of costs to sell, offset by store-related cash balances at the end of the year (in thousands):

 

		Amount
Proceeds received		$	4,850
Cost to sell			(565	)
Store-related assets			(26	)
		$	4,259

 

(b) - Represents the pro forma adjustment for the store-related current assets that will no longer be on Jamba's balance sheet as a result of the disposal of the stores to the franchise partners.

 

(c) - Represents the pro forma adjustment for the estimated net book value of the capital assets and goodwill purchased by the franchise partners from Jamba.

 

(d) - Represents the pro forma adjustment to eliminate the 12% noncontrolling interest in Jamba Juice Southern California ("JJSC"), since the owner of the noncontrolling interest is acquiring the remaining interest in the JJSC stores.

 

(e) - Represents the pro forma adjustment for net gain on disposal of fixed assets, partially offset by the cost to sell the stores sold to the franchise partners and the assets that will no longer exist after the disposal of the stores as follows (in thousands):

 

		Amount
Proceeds received		$	4,850
Less: Cost to sell			(565	)
Property, fixtures and equipment			(3,256	)
Goodwill & current assets			(270	)
Noncontrolling interest			131
		$	890

 

 

3.

Adjustments to Unaudited Pro Forma Condensed Consolidated Statement of Operations

 

A - Reflects the pro forma adjustment for the full year of revenue from the stores sold to franchise partners.

 

B - Reflects the pro forma adjustment for the expenses related to the stores sold to franchise partners.

 

C - Reflects the pro forma adjustment to eliminate the 12% noncontrolling interest in JJSC, since the owner of the noncontrolling interest is acquiring the remaining interest on the JJSC stores.