Jamba Juice 2009 Annual Report Download - page 86
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Table of Contents
The operating results of stores acquired are included in the consolidated statements of operations from the date of acquisition. The goodwill was
subsequently impaired after the acquisition. The pro-forma effects of the acquired stores are not significant to fiscal 2008 or fiscal 2007 operating results.
Fiscal 2007 Acquisitions of Franchisees
The Company acquired the assets of 22 Jamba Juice franchised stores owned by Sanders Liquid Sunshine (“Sanders”) and Vegas Liquid Sunshine
(“Vegas”) on September 18, 2007 in the Northern California and Nevada geographic regions, respectively for $15.3 million, which includes a holdback of
$1.4 million that was paid in September 2008. In addition, the Company acquired ten stores on April 4, 2007 and two stores on June 26, 2007 from Four Life
Foods, LLC (“Four Life”) and Juice The Two of Us, Inc., respectively for a total of $9.3 million. Stores located in the Central California and Northern
California geographic regions were acquired from Four Life and Juice The Two of Us, respectively. All acquisitions were accounted for using the purchase
method of accounting and resulted in total goodwill of approximately $19.0 million. All of the goodwill is expected to be tax deductible for tax purposes. The
operating results of stores acquired are included in the consolidated statements of operations from the date of acquisition.
Purchase Price Allocation
Pursuant to SFAS 141, Business Combinations, the purchase price was allocated to the assets acquired and liabilities assumed based upon their
estimated fair values as of the acquisition dates. The purchase prices for the acquisitions of Four Life, Juice The Two of Us, Sanders and Vegas have been
allocated as follows (in thousands):
Property, fixtures and equipment, net $4,377
Other current assets 398
Trademarks and other intangible assets, net 1,095
Other long-term assets and deferred franchise revenue 71
Other accrued expenses (193)
Deferred tax liabilities (86)
Other long-term liabilities (14)
Goodwill 19,008
Total purchase price $24,656
Acquisition of Jamba Juice Company
On November 29, 2006, the Company completed its acquisition of Jamba Juice Company pursuant to the Merger Agreement. Jamba Juice Company’s
results of operations are included in the Company’s consolidated statements of operations from the Merger Date. The total purchase price for Jamba Juice
Company was $251.8 million and is comprised of the following (in thousands):
Cash payment to equity holders $218,816
Cash held in escrow 21,875
Fair value of Jamba Juice Company warrants assumed 2,323
Fair value of Jamba Juice Company stock options assumed 1,946
Acquisition-related transaction costs 6,791
Total purchase price $251,751
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