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8-K - Q4 UPDATE 8-K - JAMBA, INC.jmba-8k_20180212.htm

Exhibit 99.1

Jamba, Inc. Files 2016 Form 10-K

FRISCO, Texas, February 12, 2018 -- Jamba, Inc. (NASDAQ:JMBA) (“the Company”) filed its 2016 Form 10-K with the Securities and Exchange Commission and provided updates regarding the Company’s 2017 Form 10-Q filings and upcoming public communications.

Highlights for the fiscal year 2016:

 

Total Revenue was $79.6 million versus $161.7 million in the prior year period.  The decline is the expected result of the reduction in the number of Company-owned stores due to execution of the Company’s refranchising strategy.

 

GAAP net loss attributable to Jamba, Inc. was ($22.4) million compared to GAAP net income of $9.4 million in the prior year.

 

The net loss in 2016 is attributable to approximately $7.4 million of expenses related to the relocation of the Company’s corporate support center from Emeryville, California to Frisco, Texas and approximately $17.5 million of other unusual and non-recurring cash and non-cash charges related to the exit of JambaGO®, closure of the Innovation Store in Pasadena, California, legal charges and settlements, asset impairments, and other non-recurring items..  These charges result in part, from the Company’s efforts to refocus on the core retail business and remove all other non-core activities.  

 

Non-GAAP Adjusted EBITDA was $11.0 million in fiscal 2016, versus $10.4 million in fiscal 2015.

 

Domestic system-wide sales (1) were $492.6 million versus $477.0 million in the prior year period.  

 

Blended royalty rate (2) was 5.1% versus 5.2% for the prior year period.

The table below compares prior guidance metrics to actual results:

 

Metrics

 

Prior Guidance

 

Results

Total Revenue

 

Meet or exceed $78 million

 

$79.6 million

Non-GAAP Adjusted G&A expense (3)

 

$23.3 million to $23.8 million

 

$22.7 million

Non-GAAP Adjusted EBITDA (4)

 

Meet or exceed $10.5 million

 

$11.0 million

 

Dave Pace, President, and Chief Executive Officer said, “Following a diligent and disciplined review process, our 2016 financial reporting is now complete.  Results met or improved upon prior guidance.  The accounting team is now focused on completing the remaining required filings and returning to a standard reporting cadence as quickly as possible.”  

 

 

Form 10-K and 10-Q Filings

The delay in completion of the Company’s financial statements results from changes the Company underwent in the past several years as it moved its business to a franchise-focused, asset light business model and the significant changes in leadership, key personnel, and relocation of corporate office in 2016, resulting in a significant increase in non-routine transactions which impacted processes related to the preparation of the financial reports, and the reduced materiality threshold.

As previously disclosed, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires timely filing of periodic reports with the Securities and Exchange Commission.  While the Company has filed its Form 10-K for the year ended January 3, 2017, the Nasdaq Hearings Panel of The Nasdaq Stock Market granted the Company’s request to continue its listing on Nasdaq conditioned on the additional filings of its Forms 10-Q for the fiscal quarters ended April 4, July 4 and October 3, 2017 on or before March 15, 2018.  The Company is diligently working to satisfy the terms of the Panel’s decision and fully intends to take all steps necessary to regain compliance with the Rule and file its delinquent Form 10-Qs from 2017 as soon as is practicable.

 


 

Anticipated Timing and Sequencing of Public Communication

The Company will provide an update with respect to performance for the quarter and fiscal year ended January 2, 2018, and initial 2018 Guidance, in a separate release.

The Company is diligently working to complete and file its Forms 10-Q for the fiscal quarters ended April 4, July 4 and October 3, 2017.  When complete, the Company anticipates it will file the 2017 Forms 10-Q on the same date.

Following the filing of the three, 2017 Forms 10-Q the Company expects to host an Earnings Call consisting of both prepared remarks and a question-and-answer session.

The Company’s accounting team continues to work diligently and cooperatively with Jamba’s auditor, Whitley Penn, LLP to finalize the quarterly reviews and complete the audit process for fiscal 2017 and to thereafter file the Form 10-K as soon as practicable.

About Jamba, Inc.

Jamba, Inc. (Nasdaq: JMBA) through its wholly-owned subsidiary, Jamba Juice Company, is a global healthy lifestyle brand that inspires and simplifies healthful living through freshly blended whole fruit and vegetable smoothies, bowls, juices, cold-pressed shots, boosts, snacks, and meal replacements. Jamba’s blends are made with premium ingredients free of artificial flavors and preservatives so guests can feel their best and blend the most into life.

Jamba Juice® has more than 800 franchised and company-owned locations worldwide, as of January 2, 2018. For more information, visit jambajuice.com.

Forward-Looking Statements

This press release (including information incorporated or deemed incorporated by reference herein) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company’s management. Words such as “believes”, “expects”, “appears”, “may”, “will”, “should”, “anticipates”, or the negative thereof or comparable terminology, are intended to identify such forward-looking statements. Any statement that is not a historical fact, including estimates, projections, future trends and the outcome of events that have not yet occurred, is a forward-looking statement. Forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore actual results may differ materially and adversely from those expressed in any forward-looking statements.  These statements include, but are not limited to, risks and uncertainties relating to the Company’s ability to file its periodic reports with the Securities and Exchange Commission in a manner to regain and continue to maintain compliance with Nasdaq listing rules, the Company’s business strategy and financial performance, its revenue and customer volatility based upon weather and general economic conditions, the operating results of the Company’s franchisees, additional costs expected to be incurred as a result of ongoing work relating to the Company’s financial statements, including anticipated remediation efforts relating to the material weakness disclosed in the Company’s Form 10-K, the fluctuations in various food and supply costs, competition and other risks related to the food services business, the Company’s ability to retain its executive management team and key employees and other  factors discussed under the section entitled “Risk Factors” in the Company’s reports filed with the SEC. Many of such factors relate to events and circumstances that are beyond the Company’s control. You should not place undue reliance on forward-looking statements. The Company does not assume any obligation to update the information contained in this press release.

Non-GAAP Financial Measures

The Company provides certain forward-looking non-GAAP financial measures to its investors. The Company believes that providing these forward-looking non-GAAP measures to its investors provides investors the benefit of viewing the Company's performance using the same financial metrics that the management team uses in making many key decisions and understanding how the Company's core business operations may perform and may look in the future. The non-GAAP financial measures are discussed further in Footnotes below.

 


Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States of America. Non-GAAP measures should not be considered in isolation from or as a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non-GAAP measures used by other companies.

Footnotes

(1) Domestic system-wide sales are neither required by, nor presented in accordance with GAAP. System-wide sales are the sum of company-operated restaurant revenue and sales from domestic franchised stores. Our total revenue in our consolidated statements of operations is limited to company-operated store revenue, franchise revenue from our franchisees, and other revenue. Accordingly, domestic system-wide sales should not be considered in isolation or as a substitute for our results as reported under GAAP. Management believes that domestic system-wide sales are an important figure for investors, because they are widely used in the restaurant industry, including by our management, to evaluate brand scale and market penetration. We have included a reconciliation of domestic system-wide sales to total revenue.

(2) Blended Royalty Rate is defined as total royalty dollars divided by total franchise sales dollars, as reported by franchisees.

(3) Non-GAAP Adjusted General and Administration Expense is calculated as general and administration expense in accordance with GAAP excluding costs related to the Company’s move to outsource specified services to Cap Gemini, refranchise and severance costs associated with the move to an asset-light business model, charges related to the executive organization changes, costs due to the Company’s corporate office relocation to Frisco, Texas, and other non-recurring general and administrative expense for the fiscal year. The Company believes that general and administration expense adjusted to exclude the costs of such items is a helpful indicator of the Company's operating performance in that it shows the net expense without the impact of what the Company believes to be upfront transitional costs. Management does not believe such costs are reflective of the Company's ongoing performance and accordingly excludes those items from Non-GAAP Adjusted General and Administration Expense.

(4) The Company used the non-GAAP financial measure of Adjusted EBITDA in its statements made in this release and believes that these are useful in measuring the operating performance of the Company. Adjusted EBITDA is equal to net income, adjusted for: (a) depreciation and amortization; (b) interest income; (c) interest expense; (d) income taxes; (e) impairment expense; (f) stock based compensation expense; and (g) other one-time or extraordinary items that are not reflective of the ongoing business such as legal settlements, expenses related to the extended audit and gain or loss resulting from refranchising activities.

 


 

JAMBA, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(Unaudited)

 

(in thousands, except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13-Week Period Ended(1)

 

 

52-Week Period Ended(2)

 

 

 

January 3, 2017

 

 

December 29, 2015

 

 

January 3, 2017

 

 

December 29, 2015

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company stores

 

$

11,105

 

 

$

12,724

 

 

$

51,282

 

 

$

137,025

 

Franchise and other revenue

 

 

6,163

 

 

 

6,825

 

 

 

28,341

 

 

 

24,651

 

Total revenue

 

 

17,268

 

 

 

19,549

 

 

 

79,623

 

 

 

161,676

 

Costs and operating expenses (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

2,881

 

 

 

3,230

 

 

 

12,601

 

 

 

33,737

 

Labor

 

 

4,402

 

 

 

4,925

 

 

 

17,872

 

 

 

44,732

 

Occupancy

 

 

1,844

 

 

 

2,005

 

 

 

7,659

 

 

 

18,951

 

Store operating

 

 

2,270

 

 

 

3,158

 

 

 

9,285

 

 

 

25,152

 

Depreciation and amortization

 

 

1,505

 

 

 

2,209

 

 

 

5,749

 

 

 

6,569

 

General and administrative

 

 

11,226

 

 

 

10,479

 

 

 

37,958

 

 

 

36,872

 

Loss (gain) on disposal of assets

 

 

289

 

 

 

(275

)

 

 

790

 

 

 

(21,609

)

Store pre-opening

 

 

364

 

 

 

556

 

 

 

1,224

 

 

 

1,031

 

Impairment of long-lived assets

 

 

3,054

 

 

 

321

 

 

 

3,410

 

 

 

2,523

 

Store lease termination and closure

 

 

3,918

 

 

 

1,400

 

 

 

4,160

 

 

 

1,669

 

Other operating, net

 

 

463

 

 

 

(619

)

 

 

1,083

 

 

 

1,795

 

Total costs and operating expenses

   (income):

 

 

32,216

 

 

 

27,389

 

 

 

101,791

 

 

 

151,422

 

(Loss) income from operations

 

 

(14,948

)

 

 

(7,840

)

 

 

(22,168

)

 

 

10,254

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

55

 

 

 

59

 

 

 

250

 

 

 

137

 

Interest expense

 

 

(270

)

 

 

(58

)

 

 

(439

)

 

 

(220

)

Total other income (expense), net

 

 

(215

)

 

 

1

 

 

 

(189

)

 

 

(83

)

(Loss) income before income taxes

 

 

(15,163

)

 

 

(7,839

)

 

 

(22,357

)

 

 

10,171

 

Income tax expense

 

 

(10

)

 

 

(424

)

 

 

(79

)

 

 

(701

)

Net (loss) income

 

 

(15,173

)

 

 

(8,263

)

 

 

(22,436

)

 

 

9,470

 

Less: Net income attributable to

   noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

52

 

Net (loss) income attributable to

   Jamba, Inc.

 

$

(15,173

)

 

$

(8,263

)

 

$

(22,436

)

 

$

9,418

 

Weighted-average shares used

   in the computation of

    (loss) earnings per share

   attributable to Jamba, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

15,361,165

 

 

 

14,897,991

 

 

 

15,229,102

 

 

 

15,787,806

 

Diluted

 

 

15,361,165

 

 

 

14,897,991

 

 

 

15,229,102

 

 

 

16,228,033

 

(Loss) earnings per share

   attributable to Jamba, Inc.

   common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.99

)

 

$

(0.55

)

 

$

(1.47

)

 

$

0.60

 

Diluted

 

$

(0.99

)

 

$

(0.55

)

 

$

(1.47

)

 

$

0.58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Quarter ended January 3, 2017 contain the results of operations for 14 weeks.

 

(2) Fiscal year ended January 3, 2017 contain the results of operations for 53 weeks.

 

 

 


 

JAMBA, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(In thousands, except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

January 3, 2017

 

 

December 29, 2015

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,133

 

 

$

19,730

 

Receivables, net of allowances of $1,808 and $618

 

 

11,778

 

 

 

16,932

 

Inventories

 

 

534

 

 

 

818

 

Prepaid and refundable taxes

 

 

243

 

 

 

356

 

Prepaid rent

 

 

1,053

 

 

 

1,682

 

Assets held for sale

 

 

206

 

 

 

3,144

 

Prepaid expenses and other current assets

 

 

2,757

 

 

 

4,495

 

Total current assets

 

 

23,704

 

 

 

47,157

 

Property, fixtures and equipment, net

 

 

12,512

 

 

 

15,600

 

Goodwill

 

 

1,183

 

 

 

1,184

 

Trademarks and other intangible assets, net

 

 

1,327

 

 

 

1,464

 

Notes receivable and other long-term assets

 

 

2,894

 

 

 

4,211

 

Total assets

 

$

41,620

 

 

$

69,616

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

2,749

 

 

$

3,815

 

Accrued compensation and benefits

 

 

3,580

 

 

 

3,788

 

Workers’ compensation and health insurance reserves

 

 

675

 

 

 

633

 

Accrued jambacard liability

 

 

24,131

 

 

 

29,306

 

Accrued expenses

 

 

7,658

 

 

 

9,977

 

Other current liabilities

 

 

7,664

 

 

 

8,116

 

Total current liabilities

 

 

46,457

 

 

 

55,635

 

Deferred rent and other long-term liabilities

 

 

8,940

 

 

 

8,990

 

Total liabilities

 

 

55,397

 

 

 

64,625

 

Stockholders’ (deficit) equity:

 

 

 

 

 

 

 

 

Common stock, $.001 par value, 30,000,000 shares authorized;

   18,268,885 and 15,410,068 shares issued and outstanding,

   respectively, at January 3, 2017, and 17,938,820 and 15,080,003

   shares issued and outstanding, respectively, at December 29, 2015

 

 

18

 

 

 

18

 

Additional paid-in capital

 

 

407,273

 

 

 

403,605

 

Treasury shares, at cost, 2,858,817

 

 

(40,009

)

 

 

(40,009

)

Accumulated deficit

 

 

(381,059

)

 

 

(358,623

)

Stockholders' (deficit) equity

 

 

(13,777

)

 

 

4,991

 

Total liabilities and stockholders’ (deficit) equity

 

$

41,620

 

 

$

69,616

 

 

 


 

JAMBA, INC.

 

(Unaudited)

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

January 3, 2017(1)

 

 

December 29, 2015(2)

 

Revenue (in thousands):

 

 

 

 

 

 

 

 

Company stores

 

$

51,282

 

 

$

137,025

 

Franchise revenue

 

 

23,992

 

 

 

18,810

 

Other revenue

 

 

4,349

 

 

 

5,841

 

Total revenue

 

$

79,623

 

 

$

161,676

 

 

 

 

 

 

 

 

 

 

(1) Fiscal year ended January 3, 2017 contain the results of operations for 53 weeks.

 

(2) Fiscal year ended December 29, 2015 contain the results of operations for 52 weeks.

 

 

JAMBA, INC.

 

(Unaudited)

 

RECONCILIATION OF GENERAL AND ADMINISTRATIVE TO NON-GAAP ADJUSTED GENERAL AND ADMINISTRATIVE

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

January 3, 2017(1)

 

 

December 29, 2015(2)

 

General and Administrative (in thousands)

 

$

37,958

 

 

$

36,872

 

Corporate relocation expenses

 

 

(7,427

)

 

 

 

Other non-recurring expenses

 

 

(7,829

)

 

 

(5,026

)

Non-GAAP Adjusted General and Administrative

 

$

22,702

 

 

$

31,846

 

 

 

 

 

 

 

 

 

 

(1) Fiscal year ended January 3, 2017 contain the results of operations for 53 weeks.

 

(2) Fiscal year ended December 29, 2015 contain the results of operations for 52 weeks.

 

 

JAMBA, INC.

 

(Unaudited)

 

RECONCILIATION OF NET LOSS TO NON-GAAP ADJUSTED EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

January 3, 2017(1)

 

 

December 29, 2015(2)

 

Net Loss (in thousands):

 

$

(22,436

)

 

$

9,418

 

Adjustments related to gains and transitional costs

 

 

24,865

 

 

 

(11,525

)

Depreciation and amortization

 

 

5,749

 

 

 

6,569

 

Interest income

 

 

(250

)

 

 

(137

)

Interest expense

 

 

439

 

 

 

220

 

Income taxes

 

 

79

 

 

 

701

 

Stock based compensation

 

 

2,579

 

 

 

5,162

 

Non-GAAP Adjusted EBITDA

 

$

11,025

 

 

$

10,408

 

 

 

 

 

 

 

 

 

 

(1) Fiscal year ended January 3, 2017 contain the results of operations for 53 weeks.

 

(2) Fiscal year ended December 29, 2015 contain the results of operations for 52 weeks.

 

 

 


 

JAMBA, INC.

 

(Unaudited)

 

RECONCILIATION OF NON-GAAP DOMESTIC SYSTEMWIDE SALES

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

January 3, 2017(1)

 

 

December 29, 2015(2)

 

Total Revenue (in thousands)

 

$

79,623

 

 

$

161,676

 

Franchise and Other Revenue

 

 

(28,341

)

 

 

(24,651

)

Domestic franchise sales

 

 

441,316

 

 

 

339,960

 

Non-GAAP domestic system-wide sales

 

$

492,598

 

 

$

476,985

 

 

 

 

 

 

 

 

 

 

(1) Fiscal year ended January 3, 2017 contain the results of operations for 53 weeks.

 

(2) Fiscal year ended December 29, 2015 contain the results of operations for 52 weeks.

 

 

JAMBA, INC.

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STORE COUNT FISCAL 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NUMBER OF STORES

 

 

 

COMPANY

 

 

FRANCHISE

 

 

TOTAL

 

 

 

 

 

 

 

Domestic

 

 

International

 

 

 

 

 

For the Fiscal Year Ended January 3, 2017(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 29, 2015

 

 

70

 

 

 

706

 

 

 

75

 

 

 

851

 

Opened

 

 

2

 

 

 

44

 

 

 

19

 

 

 

65

 

Acquired

 

 

 

 

 

 

 

 

 

 

 

 

Closed

 

 

(5

)

 

 

(25

)

 

 

(24

)

 

 

(54

)

Refranchised

 

 

(1

)

 

 

1

 

 

 

 

 

 

 

At January 3, 2017

 

 

66

 

 

 

726

 

 

 

70

 

 

 

862

 

For the Fiscal Year ended December 29, 2015(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 30, 2014

 

 

263

 

 

 

504

 

 

 

62

 

 

 

829

 

Opened

 

 

 

 

 

44

 

 

 

22

 

 

 

66

 

Acquired

 

 

2

 

 

 

(2

)

 

 

 

 

 

 

Closed

 

 

(16

)

 

 

(19

)

 

 

(9

)

 

 

(44

)

Refranchised

 

 

(179

)

 

 

179

 

 

 

 

 

 

 

At December 29, 2015

 

 

70

 

 

 

706

 

 

 

75

 

 

 

851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) As communicated on March 20, 2017, the Company now excludes Express format stores from store counts. Store counts exclude Express in both 2015 and 2016 for comparability.

 

 

 


 

JAMBA, INC.

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

NEW STORE OPENINGS, NET OF CLOSURES FISCAL 2016

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

January 3, 2017

 

 

December 29, 2015

 

Openings

 

 

 

 

 

 

 

 

Traditional

 

 

26

 

 

 

30

 

Non-traditional

 

 

18

 

 

 

13

 

Drive thru

 

 

2

 

 

 

1

 

International

 

 

19

 

 

 

22

 

Total

 

 

65

 

 

 

66

 

Closures

 

 

 

 

 

 

 

 

Traditional

 

 

(14

)

 

 

(18

)

Non-traditional

 

 

(16

)

 

 

(17

)

Drive thru

 

 

 

 

 

 

International

 

 

(24

)

 

 

(9

)

Total

 

 

(54

)

 

 

(44

)

Openings, Net of Closures(b)

 

 

 

 

 

 

 

 

Traditional

 

 

12

 

 

 

12

 

Non-traditional

 

 

2

 

 

 

(4

)

Drive thru

 

 

2

 

 

 

1

 

International

 

 

(5

)

 

 

13

 

Total

 

 

11

 

 

 

22

 

 

 

 

 

 

 

 

 

 

(a) As communicated on March 20, 2017, the Company now excludes Express format stores from store counts. Store counts exclude Express in both 2015 and 2016 for comparability.

 

(b) New store openings, net of closures is defined as the count of new store openings, minus the count of store closures.

 

 

JAMBA, INC.

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

COMPARABLE STORE SALES FISCAL 2016

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended(a)

 

 

 

2016

2015

 

Increase/(Decrease)

 

January 3, 2017

 

 

December 29, 2015

 

Percentage change in comparable store sales

 

Company stores

 

 

0.8

%

 

 

1.5

%

Franchise stores

 

 

(0.3

)%

 

 

2.7

%

System-wide

 

 

(0.2

)%

 

 

2.3

%

Percentage change in comparable company store sales

 

Traffic

 

 

(2.4

)%

 

 

(3.5

)%

Average check

 

 

3.2

%

 

 

5.0

%

Total Comparable Company store sales

 

 

0.8

%

 

 

1.5

%

 

 

 

 

 

 

 

 

 

(a) Year ended January 3, 2017 amounts are calculated based on comparable 52 weeks.

 

 

Contact:

Investor Relations

Dara Dierks

646-277-1212

investors@jambajuice.com