Jamba Juice 2006 Annual Report Download - page 17

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Loss from operations $(196,614)
Interest income (net of interest paid) $1,452,826
Income before provision for income taxes $1,256,212
Provision for state income taxes $84,933
Net income $1,171,279
Basic weighted average number of common shares outstanding 11,777,489
Net income per share - basic $0.10
Diluted weighted average number of common shares outstanding 13,049,709
Net income per share - diluted $0.09
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
Cash $ 976,915
Investments held in trust $128,174,091
Total Assets $129,207,778
Total liabilities, including $25,241,373 of common stock subject to possible conversion $25,411,225
Total stockholders’ equity $103,796,553
Total Liabilities and Stockholders’ equity $129,207,778
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We were formed on January 6, 2005, to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business
combination with an operating business that provides services. Our initial business combination must be with a target business or businesses whose fair
market value is at least equal to 80% of net assets at the time of such acquisition. We intend to utilize cash derived from the proceeds of our recently completed
public offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination.
From January 2005 (inception) until December 31, 2005, we had net income of approximately $1,171,279, derived from dividend and interest
income less operating expenses and taxes.
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On July 6, 2005, we consummated our initial public offering of 15,000,000 units. On July 7, 2005, we consummated the closing of an additional
2,250,000 units that were subject to the underwriters’ over-allotment option. Each unit consists of one share of common stock and one redeemable common
stock purchase warrant. Each warrant entitles the holder to purchase from us one share of our common stock at an exercise price of $6.00. Our common stock
and warrants started trading separately as of July 28, 2005.
Our net proceeds from the sale of our units, after deducting certain offering expenses of approximately $1,887,468, including $1,200,000
evidencing the underwriters’ non-accountable expense allowance of 1% of the gross proceeds (excluding the proceeds from the underwriters’ over-allotment),
and underwriting discounts of approximately $8,280,000, were approximately $127,837,468. Of this amount, $126,720,000 was placed in trust and the
remaining $1,117,468 was held outside of the trust. The remaining proceeds are available to be used by us to provide for business, legal and accounting due
diligence on prospective acquisitions and continuing general and administrative expenses. We will use substantially all of the net proceeds of the initial public
offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring,
negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business
combination, the proceeds held in the trust fund as well as any other net proceeds not expended will be used to finance the operations of the target business. We
believe we will have sufficient available funds outside of the trust fund to operate through July 6, 2007, assuming that a business combination is not
consummated during that time. From July 6, 2005 through July 6, 2007, we anticipate approximately $180,000 of expenses for legal, accounting and other
expenses attendant to the due diligence investigations, structuring and negotiating of a business combination, an aggregate of $180,000 for the administrative
fees payable to SB Management Corp. and Mercantile Companies, Inc. (a total of $7,500 per month for two years), $100,000 for expenses for the due
diligence and investigation of a target business, $50,000 of expenses in legal and accounting fees relating to our SEC reporting obligations and $608,200 for
general working capital that will be used for miscellaneous expenses and reserves, including approximately $200,000 for director and officer liability insurance
premiums. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, we may
need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is
presented to us. We would only consummate such a financing simultaneously with the consummation of a business combination.
Commencing on July 6, 2005 and ending upon the acquisition of a target business, we began incurring a fee of $4,875 per month for office space
and certain other additional services from SB Management Corp., an affiliate of Steven R. Berrard, our chairman of the board and chief executive officer, and
a fee of $2,625 per month for general and administrative services including secretarial support from Mercantile Companies, Inc., an affiliate of I. Steven
Edelson, our vice chairman and vice president, and Nathaniel Kramer, one of our directors. In addition, in January, March and June 2005, Messrs. Berrard,
Edelson, Kramer and Aucamp loaned us an aggregate of $160,000 to us for payment on our behalf of offering expenses. These loans were repaid following our