The deal that's bringing smoothie king Jamba Juice to Wall Street began with a chance encounter earlier this year at a Las Vegas convention for a company that sells sanitary bathroom technology. It was at a January convention for Swisher Hygiene that Steven Berrard, the chairman and founder of blank-check company Services Acquisition Corp. ( SVI), learned that Jamba had been considering ways of going public for about a year. Soon after, talks between Services Acquisition and Jamba Juice heated up. They culminated with the announcement two weeks ago that Services Acquisition, which raised $127 million in an IPO last July, would buy the smoothie chain in a so-called reverse merger. The details of the negotiations between Services Acquisition and Jamba Juice are spelled out in a merger proxy statement filed Wednesday, which also reveals that Jamba Juice, which has 532 stores in 26 states, is less profitable than many bulls had thought. In the year ended June 2005, Jamba Juice had operating earnings of $2.84 million, down from $5.18 million in the prior fiscal year. The company's unaudited financial statements originally reported operating income of $8.39 million in 2004. The reason for the discrepancy in the 2004 year appears to be that Jamba overestimated its franchise revenue by almost $2 million in the unaudited numbers and underestimated expenses by about $1 million. Net revenue in the 12 months to June 2005 were $209 million, up 21% over the prior fiscal year. The company says the increased sales stemmed primarily from the opening of 58 new stores. Comparing Jamba's bottom-line performance over the last several years is made complicated by an $11.2 million tax gain the company recorded in 2004 and the cost of expanding its store base. From $651,000 in 2003, earnings jumped to $15.9 million in 2004 because of the gain, then back to $962,000 in 2005. Operating earnings have followed a similar arc over the past three years.