Cover
Cover - shares | 9 Months Ended | |
Sep. 25, 2021 | Nov. 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 25, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40456 | |
Entity Registrant Name | JANUS INTERNATIONAL GROUP, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1476200 | |
Entity Address, Address Line One | 135 Janus International Blvd. | |
Entity Address, City or Town | Temple | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30179 | |
City Area Code | 866 | |
Local Phone Number | 562-2580 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 142,936,580 | |
Current Fiscal Year End Date | --01-01 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | true | |
Entity Central Index Key | 0001839839 | |
Amendment Description | The amended 10-Q reflects the reclassification and presentation of certain transaction bonuses related to the Business Combination from a component of stockholders’ equity to a component of general and administrative expense for the nine months period ended September 25, 2021 upon the closing of the Business Combination in June 2021 and the reclassification of the private placement warrants from liability-classified instruments to equity-classified instruments including the remeasurement of the private placement warrants to fair value at the date of reclassification for the three and nine months period ended September 25, 2021. In addition, the Company determined that certain other transaction bonuses related to the Business Combination should have been recorded in the Janus International segment instead of the Janus North American segment. The errors related to the transaction bonuses impacted the presentation of our segment reporting for the same periods. | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | JBI | |
Security Exchange Name | NYSE | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each to purchase one share of Common Stock | |
Trading Symbol | JBI WS | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 26, 2020 | Sep. 25, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 28, 2019 |
Current Assets | ||||||||
Cash and cash equivalents | $ 9,221,607 | $ 45,254,655 | ||||||
Accounts receivable, less allowance for doubtful accounts; $4,366,000 and $4,485,000, at September 25, 2021 and December 26, 2020, respectively | 101,680,287 | 75,135,295 | ||||||
Costs and estimated earnings in excess of billing on uncompleted contracts | 23,602,670 | 11,398,934 | ||||||
Inventory, net | 52,830,737 | 25,281,521 | ||||||
Prepaid expenses | 8,851,831 | 5,949,711 | ||||||
Other current assets | 3,505,602 | 5,192,386 | ||||||
Total current assets | 199,692,734 | 168,212,502 | ||||||
Property and equipment, net | 49,786,563 | 30,970,507 | ||||||
Other intangibles, net | 18,380,776 | 17,387,745 | ||||||
Goodwill | 369,607,198 | 259,422,822 | ||||||
Deferred tax asset, net | 63,616,900 | |||||||
Other assets | 1,992,783 | 2,415,243 | ||||||
Total assets | 1,130,374,999 | 873,478,745 | ||||||
Current Liabilities | ||||||||
Accounts payable | 56,817,373 | 29,889,057 | ||||||
Billing in excess of costs and estimated earnings on uncompleted contracts | 25,759,923 | 21,525,319 | ||||||
Current maturities of long-term debt | 8,111,212 | 6,523,417 | ||||||
Other accrued expenses | 61,731,013 | 37,164,627 | ||||||
Total current liabilities | 152,419,521 | 95,102,420 | ||||||
Line of credit facility, Outstanding amount | 19,350,803 | |||||||
Long-term debt, net | 706,927,275 | 617,604,254 | ||||||
Deferred tax liability, net | 15,268,131 | |||||||
Derivative warrant liability | 27,693,750 | |||||||
Other long-term liabilities | 4,234,276 | 4,631,115 | ||||||
Total liabilities | 910,625,625 | 732,605,920 | ||||||
STOCKHOLDERS’ EQUITY | ||||||||
Common Stock, 825,000,000 shares authorized, $.0001 par value, 138,384,360 and 66,145,633 shares issued and outstanding at September 25, 2021 and December 26, 2020, respectively | 13,838 | 6,615 | ||||||
Additional paid in capital | 244,671,425 | 189,298,544 | ||||||
Accumulated other comprehensive loss | (1,123,039) | (227,160) | ||||||
Accumulated deficit | (23,812,850) | (48,205,174) | ||||||
Total stockholders’ equity | 219,749,374 | $ 195,263,176 | $ 155,858,407 | 140,872,825 | $ 136,199,737 | $ 147,823,360 | $ 137,287,998 | $ 130,894,245 |
Total liabilities and stockholders’ equity | 1,130,374,999 | 873,478,745 | ||||||
Customer Relationships [Member] | ||||||||
Current Assets | ||||||||
Customer relationships, net | 319,339,643 | 309,472,398 | ||||||
Trademarks and Trade Names [Member] | ||||||||
Current Assets | ||||||||
Tradenames and trademarks | $ 107,958,402 | $ 85,597,528 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 25, 2021 | Dec. 26, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, Allowance for doubtful accounts current | $ 4,366,000 | $ 4,485,000 |
Common stock, Shares outstanding | 138,384,250 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Sep. 25, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Sep. 25, 2021 | Sep. 25, 2020 | |
REVENUE | ||||||||
Revenue | $ 187,789,925 | $ 140,339,058 | $ 514,796,582 | $ 400,382,475 | ||||
Cost of sales | 125,551,395 | 87,574,908 | 340,070,342 | 254,755,038 | ||||
GROSS PROFIT | 62,238,530 | 52,764,150 | 174,726,240 | 145,627,437 | ||||
OPERATING EXPENSE | ||||||||
Selling and marketing | 12,065,859 | 7,823,145 | 31,906,155 | 25,800,711 | ||||
General and administrative | 24,947,491 | 18,309,277 | 81,469,391 | 52,875,943 | ||||
Change in fair value of contingent consideration | 0 | (2,875,248) | 686,700 | (2,875,248) | ||||
Operating Expenses | 37,013,350 | 23,257,174 | 114,062,246 | 75,801,406 | ||||
INCOME FROM OPERATIONS | 25,225,180 | 29,506,976 | 60,663,994 | 69,826,031 | ||||
Interest expense | (7,663,536) | (8,768,791) | (23,265,333) | (27,447,267) | ||||
Other income (expense) | 90,873 | 319,091 | (2,387,997) | 418,302 | ||||
Change in fair value of derivative warrant liabilities | 1,270,875 | (657,625) | ||||||
Other Expense, Net | (6,301,788) | (8,449,700) | (26,310,955) | (27,028,965) | ||||
INCOME BEFORE TAXES | 18,923,392 | 21,057,276 | 34,353,039 | 42,797,066 | ||||
Provision for Income Taxes | 3,381,769 | 284,282 | 5,786,742 | 1,054,574 | ||||
NET INCOME | 15,541,623 | $ (1,694,147) | $ 14,718,821 | 20,772,994 | $ 11,017,468 | $ 9,952,030 | 28,566,297 | 41,742,492 |
Other Comprehensive Income (Loss) | (1,169,565) | $ (37,082) | $ 310,768 | 3,339,777 | $ (226,575) | $ (3,531,485) | (895,879) | (418,283) |
COMPREHENSIVE INCOME | 14,372,058 | 24,112,771 | 27,670,418 | 41,324,209 | ||||
Net income attributable to common stockholders | $ 15,541,623 | $ 20,772,994 | $ 28,566,297 | $ 41,742,492 | ||||
Weighted-average shares outstanding, basic and diluted (Note 15) | ||||||||
Basic | 138,384,284 | 65,875,152 | 95,179,726 | 65,773,907 | ||||
Diluted | 142,840,792 | 65,875,152 | 97,828,380 | 65,773,907 | ||||
Net income per share, basic and diluted (Note 15) | ||||||||
Basic | $ 0.11 | $ 0.32 | $ 0.30 | $ 0.63 | ||||
Diluted | $ 0.10 | $ 0.32 | $ 0.30 | $ 0.63 | ||||
Sales of product | ||||||||
REVENUE | ||||||||
Revenue | $ 155,669,772 | $ 113,511,689 | $ 417,922,304 | $ 317,048,413 | ||||
Sales of services | ||||||||
REVENUE | ||||||||
Revenue | $ 32,120,153 | $ 26,827,369 | $ 96,874,278 | $ 83,334,062 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Total | Revision of Prior Period, Adjustment [Member] | Common Stock | Common StockRetroactive application of the recapitalization [Member] | Common StockRevision of Prior Period, Adjustment [Member] | Common StockCommon Class B | Common StockCommon Class BRetroactive application of the recapitalization [Member] | Additional paid-in capital [Member] | Additional paid-in capital [Member]Retroactive application of the recapitalization [Member] | Additional paid-in capital [Member]Revision of Prior Period, Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member]Revision of Prior Period, Adjustment [Member] | Accumulated Equity (deficit) [Member] | Accumulated Equity (deficit) [Member]Revision of Prior Period, Adjustment [Member] | Preferred StockPreferred Class A [Member] | Preferred StockPreferred Class A [Member]Retroactive application of the recapitalization [Member] |
Balance at Dec. 28, 2019 | $ 130,894,245 | $ 130,894,245 | $ 6,568 | $ 6,568 | $ 91,278 | $ (91,278) | $ 189,128,444 | $ 189,128,444 | $ (2,152,685) | $ (2,152,685) | $ (56,088,082) | $ (56,088,082) | $ 189,043,734 | $ (189,043,734) | ||
Balance (in shares) at Mar. 28, 2020 | 65,769,811 | |||||||||||||||
Vesting of Midco LLC class B units | 27,692 | $ 9 | $ 27,683 | |||||||||||||
Vesting of Midco LLC class B units, share | 93,054 | |||||||||||||||
Distributions to Janus Midco LLC Class A unit holders | (54,484) | (54,484) | ||||||||||||||
Other Comprehensive Income (Loss) | (3,531,485) | (3,531,485) | ||||||||||||||
Net income | 9,952,030 | 9,952,030 | ||||||||||||||
Balance at Mar. 28, 2020 | 137,287,998 | $ 6,577 | 189,156,127 | (5,684,170) | (46,190,536) | |||||||||||
Balance (in shares) at Dec. 28, 2019 | 65,676,757 | 65,676,757 | 2,599 | (2,599) | 189,044 | (189,044) | ||||||||||
Balance (in shares) at Jun. 27, 2020 | 65,875,152 | |||||||||||||||
Vesting of Midco LLC class B units | 29,967 | $ 11 | 29,956 | |||||||||||||
Vesting of Midco LLC class B units, share | 105,341 | |||||||||||||||
Distributions to Janus Midco LLC Class A unit holders | (285,498) | (285,498) | ||||||||||||||
Other Comprehensive Income (Loss) | (226,575) | (226,575) | ||||||||||||||
Net income | 11,017,468 | 11,017,468 | ||||||||||||||
Balance at Jun. 27, 2020 | 147,823,360 | $ 6,588 | 189,186,083 | (5,910,745) | (35,458,566) | |||||||||||
Balance (in shares) at Mar. 28, 2020 | 65,769,811 | |||||||||||||||
Balance (in shares) at Sep. 25, 2020 | 66,052,578 | |||||||||||||||
Vesting of Midco LLC class B units | 60,611 | $ 18 | 60,593 | |||||||||||||
Vesting of Midco LLC class B units, share | 177,426 | |||||||||||||||
Distributions to Janus Midco LLC Class A unit holders | (35,797,005) | (35,797,005) | ||||||||||||||
Other Comprehensive Income (Loss) | 3,339,777 | 3,339,777 | ||||||||||||||
Net income | 20,772,994 | 20,772,994 | ||||||||||||||
Balance at Sep. 25, 2020 | 136,199,737 | $ 6,606 | 189,246,676 | (2,570,968) | (50,482,577) | |||||||||||
Balance (in shares) at Jun. 27, 2020 | 65,875,152 | |||||||||||||||
Balance at Dec. 26, 2020 | 140,872,825 | 140,872,825 | $ 6,615 | $ 6,615 | $ 261,425 | $ (261,425) | 189,298,544 | 189,298,544 | (227,160) | (227,160) | (48,205,174) | (48,205,174) | $ 189,043,734 | $ (189,043,734) | ||
Balance (in shares) at Mar. 27, 2021 | 66,257,528 | |||||||||||||||
Vesting of Midco LLC class B units | 51,876 | $ 11 | 51,865 | |||||||||||||
Vesting of Midco LLC class B units, share | 111,895 | |||||||||||||||
Distributions to Janus Midco LLC Class A unit holders | (95,883) | (95,883) | ||||||||||||||
Other Comprehensive Income (Loss) | 310,768 | 310,768 | ||||||||||||||
Net income | 14,718,821 | 14,718,821 | ||||||||||||||
Balance at Mar. 27, 2021 | 155,858,407 | $ 6,626 | 189,350,409 | 83,608 | (33,582,236) | |||||||||||
Balance (in shares) at Dec. 26, 2020 | 66,145,633 | 66,145,633 | 4,478 | (4,478) | 189,044 | (189,044) | ||||||||||
Balance at Dec. 26, 2020 | 140,872,825 | $ 140,872,825 | $ 6,615 | $ 6,615 | $ 261,425 | $ (261,425) | $ 189,298,544 | $ 189,298,544 | (227,160) | $ (227,160) | (48,205,174) | $ (48,205,174) | $ 189,043,734 | $ (189,043,734) | ||
Balance (in shares) at Sep. 25, 2021 | 138,384,360 | |||||||||||||||
Other Comprehensive Income (Loss) | (895,879) | |||||||||||||||
Net income | 28,566,297 | |||||||||||||||
Balance at Sep. 25, 2021 | 219,749,374 | $ 13,838 | 244,671,425 | (1,123,039) | (23,812,850) | |||||||||||
Balance (in shares) at Dec. 26, 2020 | 66,145,633 | 66,145,633 | 4,478 | (4,478) | 189,044 | (189,044) | ||||||||||
Balance at Mar. 27, 2021 | 155,858,407 | $ 6,626 | 189,350,409 | 83,608 | (33,582,236) | |||||||||||
Balance (in shares) at Jun. 26, 2021 | 138,384,250 | |||||||||||||||
Vesting of Midco LLC class B units | 5,209,993 | $ 401 | 5,209,592 | |||||||||||||
Vesting of Midco LLC class B units, share | 4,012,872 | |||||||||||||||
Distribution Made To ClassA Preferred Units Member Cash Distributions Declared | (4,078,090) | (4,078,090) | ||||||||||||||
Issuance of PIPE | 250,000,000 | $ 2,500 | 249,997,500 | |||||||||||||
Issuance of PIPE, shares | 25,000,000 | |||||||||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability | 226,943,534 | $ 4,111 | 226,939,423 | |||||||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability, shares | 41,113,850 | |||||||||||||||
Issuance of earn out shares to common stockholders | 26,480,000 | $ 200 | 26,479,800 | |||||||||||||
Issuance of earn out shares to common stockholders, shares | 2,000,000 | |||||||||||||||
Distributions to Janus Midco, LLC unitholders | (541,710,278) | (541,710,278) | ||||||||||||||
Deferred Tax Asset | 78,290,839 | 78,290,839 | ||||||||||||||
Other Comprehensive Income (Loss) | (37,082) | (37,082) | ||||||||||||||
Net income | (1,694,147) | (1,694,147) | ||||||||||||||
Balance at Jun. 26, 2021 | 195,263,176 | $ 13,838 | 234,557,285 | 46,526 | (39,354,473) | |||||||||||
Balance (in shares) at Mar. 27, 2021 | 66,257,528 | |||||||||||||||
Balance (in shares) at Sep. 25, 2021 | 138,384,360 | |||||||||||||||
Other Comprehensive Income (Loss) | (1,169,565) | (1,169,565) | ||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 10,112,875 | 10,112,875 | ||||||||||||||
Net income | 15,541,623 | 15,541,623 | ||||||||||||||
Balance at Sep. 25, 2021 | 219,749,374 | $ 13,838 | 244,671,425 | $ (1,123,039) | $ (23,812,850) | |||||||||||
Balance (in shares) at Jun. 26, 2021 | 138,384,250 | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 110 | |||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 1,265 | $ 1,265 |
Consolidated statements of Cash
Consolidated statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 25, 2021 | Sep. 25, 2020 | |
Cash Flows Provided By Operating Activities | ||
Net income | $ 28,566,297 | $ 41,742,492 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation | 4,677,954 | 4,270,649 |
Intangible amortization | 21,851,717 | 20,287,353 |
Deferred finance fee amortization | 2,286,480 | 2,419,061 |
Share based compensation | 5,261,869 | 118,270 |
Loss on extinguishment of debt | 2,414,854 | (257,545) |
Change in fair value of contingent consideration | 686,700 | (2,875,248) |
Loss on sale of assets | 43,091 | 22,595 |
Change in fair value of derivative warrant liabilities | 657,625 | |
Undistributed (earnings) losses of affiliate | 75,565 | (12,685) |
Deferred income taxes | (767,658) | 237,359 |
Changes in operating assets and liabilities | ||
Accounts receivable | (16,942,650) | 571,872 |
Costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings on uncompleted contracts | (12,101,214) | 1,392,227 |
Prepaid expenses and other current assets | (4,488,285) | (2,846,461) |
Inventory | (18,474,167) | 1,033,221 |
Accounts payable | 18,409,091 | 1,011,609 |
Other accrued expenses | 28,648,513 | 7,728,116 |
Other assets and long-term liabilities | (1,122,519) | 2,068,168 |
Net Cash Provided By Operating Activities | 59,683,264 | 76,911,053 |
Cash Flows Used In Investing Activities | ||
Proceeds from sale of equipment | 79,409 | 7,348 |
Purchases of property and equipment | (15,930,575) | (4,936,347) |
Cash paid for acquisitions, net of cash acquired | (179,713,814) | (4,472,105) |
Net Cash Used In Investing Activities | (195,564,980) | (9,401,104) |
Cash Flows Provided by (Used In) Financing Activities | ||
Proceeds from Long-term Lines of Credit | 19,350,803 | |
Distributions to Janus Midco LLC unitholders | (4,173,973) | (36,136,986) |
Principal payments on long-term debt | (64,824,518) | (6,623,601) |
Proceeds from Issuance of Other Long-term Debt | 155,000,000 | |
Proceeds from merger | 334,873,727 | |
Proceeds from PIPE | 250,000,000 | |
Payments for transaction costs | (44,489,256) | |
Payments to Janus Midco, LLC unitholders at the business combination | (541,710,278) | |
Payment for Contingent Consideration Liability, Financing Activities | (3,923,271) | |
Payments for deferred financing fees | (4,320,821) | |
Proceeds from Warrant Exercises | 1,265 | |
Cash Provided By (Used In) Financing Activities | 99,706,949 | (46,683,858) |
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 141,720 | (1,003,090) |
Net (Decrease) Increase in Cash and Cash Equivalents | (36,033,047) | 19,823,001 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning Balance | 45,254,655 | 39,728,599 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 9,221,607 | 19,905,598 |
Supplemental Cash Flows Information | ||
Interest paid | 19,226,554 | 20,231,744 |
Income taxes paid | $ 1,509,592 | $ 848,831 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 25, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Janus International Group, Inc. (“Group” or “Janus”) is a holding company. Janus International Group, LLC (“Janus Core”) is a wholly-owned subsidiary of Janus Intermediate, LLC (“Intermediate”). Intermediate is a wholly-owned subsidiary of Janus Midco, LLC (“Midco”) and Midco is a wholly-owned subsidiary of Group. These entities are all incorporated in the state of Delaware. The Group is a global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions including: roll up and swing doors, hallway systems, relocatable storage units, and facility and door automation technologies with manufacturing operations in Georgia, Texas, Arizona, Indiana, North Carolina, United Kingdom, Australia, and Singapore. The Group’s wholly owned subsidiary, Janus International Europe Holdings Ltd. (UK) (“JIE”), owns 100% of the equity of Janus International Europe Ltd. (UK), a company incorporated in England and Wales, and its subsidiary Steel Storage France (s.a.r.l), a company incorporated in France. JIE owns 100% of the equity for Active Supply & Design (CDM) Ltd. (UK) (“AS&D”), a company incorporated in England and Wales and 100% of the equity for Steel Storage Australia & Steel Storage Asia (“Steel Storage”), companies incorporated in Australia and Singapore. The Group’s wholly owned subsidiary, Janus Cobb Holdings, LLC (“Cobb”), owns 100% of the equity of Asta Industries, Inc. (“ASTA”), a company incorporated in Georgia, and its subsidiary Atlanta Door Corporation, a company incorporated in Georgia. Cobb also owns 100% of the equity of Nokē, Inc. (“NOKE”), a company incorporated in Delaware, and Betco, Inc. (“BETCO”), a company also incorporated in Delaware. On January 2, 2020, JIE purchased 100% of the outstanding shares of Steel Storage. On January 18, 2021, the Group, through its wholly owned subsidiary Steel Storage acquired 100% of the net assets of G & M Stor-More Pty Ltd (“G&M”) as more fully described in Note 9 — “Business Combinations.” On August 18, 2021, the Group, through its wholly owned subsidiary Janus Core acquired 100% of the equity interests of DBCI, LLC f/k/a Dingo NewCo, LLC (“DBCI”), a company incorporated in Delaware as more fully described in Note 9 — “Business Combinations.” On August 31, 2021, the Group, through its wholly owned subsidiary Janus Core acquired 100% of the equity of Access Control Technologies, LLC (“ACT”), a company incorporated in North Carolina. Through this acquisition, the Group also acquired all assets and certain liabilities of Phoenix Iron Worx, LLC (“Phoenix”), a company incorporated in North Carolina as more fully described in Note 9 — “Business Combinations.” The Group’s business is operated through two geographic regions that comprise our two reportable segments: Janus North America and Janus International. The Janus International segment is comprised of JIE, whose production and sales are largely in Europe and Australia. The Janus North America segment is comprised of all the other entities including Janus Core together with each of its operating subsidiaries, BETCO, NOKE, ASTA, DBCI, ACT, Janus Door, LLC (“Janus Door”) and Steel Door Depot.com, LLC. As of June 7, 2021, Janus Parent, Inc. (“Company”) consummated the business combination (the “Business Combination”) contemplated by the Business Combination Agreement, dated as of December 21, 2020 (as amended from time to time, the “Business Combination Agreement”), by and among Janus International Group, Inc. (f/k/a Janus Parent, Inc.), Juniper Industrial Holdings, Inc. (“Juniper” or “JIH”), a blank check company, JIH Merger Sub, Inc., a wholly-owned subsidiary of the Company (“JIH Merger Sub”), Jade Blocker Merger Sub 1, Inc., Jade Blocker Merger Sub 2, Inc., Jade Blocker Merger Sub 3, Inc., Jade Blocker Merger Sub 4, Inc., Jade Blocker Merger Sub 5, Inc. (collectively referred to as the “Blocker Merger Subs”), Clearlake Capital Partners IV (AIV-Jupiter) Blocker, Inc., Clearlake Capital Partners IV (Offshore) (AIV-Jupiter) Blocker, Inc., Clearlake Capital Partners V (AIV-Jupiter) Blocker, Inc., Clearlake Capital Partners V (USTE) (AIV-Jupiter) Blocker, Inc., Clearlake Capital Partners V (Offshore) (AIV-Jupiter) Blocker, Inc. (collectively referred to as the “Blockers”), Janus Midco, LLC (“Midco”), Jupiter Management Holdings, LLC, Jupiter Intermediate Holdco, LLC, J.B.I., LLC and Cascade GP, LLC, solely in its capacity as equityholder representative. Pursuant to the Business Combination Agreement, (i) JIH Merger Sub merged with and into Juniper with Juniper being the surviving corporation in the merger and a wholly-owned subsidiary of the Company, (ii) each of the Blocker Merger Subs merged with and into the corresponding Blockers with such Blocker being the surviving corporation in each such merger and a wholly-owned subsidiary of the Company, (iii) each other equityholder of Midco contributed or sold, as applicable, all of its equity interests in Midco to the Company or Juniper, as applicable, in exchange for cash, preferred units and/or shares of the Common Stock, as applicable, and (iv) the Company contributed all of the equity interests in Midco acquired pursuant to the foregoing transactions to Juniper, such that, as a result of the consummation of the Business Combination, Midco became an indirect wholly-owned subsidiary of Juniper. Refer to Note 9 — “Business Combinations” for further discussion on the Business Combination. Immediately upon the completion of the Business Combination, Juniper and Midco became wholly-owned subsidiaries of Janus International Group, Inc. The Group’s common stock and warrants issued to the public shareholders are currently traded on the New York Stock Exchange under the symbols “JBI” and “JBI WS”, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 25, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Unaudited Interim Financial Statements The accompanying consolidated balance sheet as of September 25, 2021, consolidated statements of operations and comprehensive income and consolidated statements of stockholders’ equity for the three and nine months ended September 25, 2021 and September 26, 2020, respectively and consolidated statements of cash flows for the nine months ended September 25, 2021 and September 26, 2020, are unaudited. These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. However, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of September 25, 2021, and its results of operations, including its comprehensive income and stockholders’ equity for the three and nine months ended September 25, 2021 and September 26, 2020, and its cash flows for the nine months ended September 25, 2021 and September 26, 2020. The results for the three and nine months ended September 25, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 1, 2022. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Form S-1 (as amended), initially filed with the Securities and Exchange Commission (the “SEC”) on July 7, 2021 and declared effective by the staff of the SEC on August 6, 2021, including the final prospectus dated August 6, 2021 (including supplements to the prospectus filed from time to time). Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with U.S. GAAP and pursuant to the accounting and disclosure rules and regulations of the SEC for interim financial information. The Business Combination, completed as of June 7, 2021, was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, JIH is treated as the acquired company and Midco is treated as the acquirer for financial statement reporting purposes (the “Combined Company”). Midco has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances: • Janus Midco equityholders have the majority ownership and voting rights in the Combined Company. The relative voting rights is equivalent to equity ownership (each share of common stock is one vote). JIH shareholders (IPO investors, founders, PIPE investors) hold 49.2% voting interest compared to Janus Midco’s 50.8% voting interest. • The board of directors of the Combined Company is composed of nine directors, with Janus Midco equity holders having the ability to elect or appoint a majority of the board of directors in the Combined Company. • Janus Midco’s senior management are the senior management of the Combined Company. • The Combined Company has assumed the Janus name. Accordingly, for accounting purposes, the financial statements of the Combined Company represent a continuation of the financial statements of Midco with the acquisition being treated as the equivalent of Midco issuing stock for the net assets of JIH, accompanied by a recapitalization. The net assets of JIH will be stated at historical cost, with no goodwill or other intangible assets recorded. Midco is deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date (for the year ended December 26, 2020 and the three and nine months ended September 26, 2020) are those of Midco. The shares and corresponding capital amounts and net income (loss) per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination Agreement. One-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction. The costs relating to the issuance of equity is recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs related to the warrants and contingent consideration were estimated and charged to expense. Principles of Consolidation The consolidated financial statements include the accounts of the Group and its wholly owned subsidiaries. The Company’s joint venture is accounted for under the equity method of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassification In the third quarter of 2021, the Group reclassified the change in fair value of earnout recorded in June 2021 from general and administrative expense to contingent consideration and earnout fair value adjustments within operating expenses in the Consolidated Statements of Operations and Comprehensive Income. Reorganization As of June 7, 2021, Midco transferred its wholly owned direct subsidiary Janus Core, to the Group, thereby transferring the business for which historical financial information is included in these results of operations, to be indirectly held by Midco. Use of Estimates in the Consolidated Financial Statements The preparation of consolidated financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the fair value of contingent consideration, the fair value of assets and liabilities related to acquisitions, the derivative warrant liability, the recognition of the valuations and unit-based compensation arrangements, the useful lives of property and equipment, revenue recognition, allowances for uncollectible receivable balances, fair values and impairment of intangible assets and goodwill and assumptions used in the recognition of contract assets. Coronavirus Outbreak The COVID-19 outbreak will continue to have a negative impact on our operations, supply chain, transportation networks and customers. The impact on our business and the results of operations included temporary closure of our operating locations, or those of our customers or suppliers, among others. In addition, the ability of our employees and our suppliers’ and customers’ employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, which may significantly hamper our production throughout the supply chain and constrict sales channels. The extent of these factors are uncertain and cannot be predicted. Our consolidated financial statements reflect estimates and assumptions made by management as of September 25, 2021. Events and changes in circumstances arising after September 25, 2021, including those resulting from the impacts of COVID-19 pandemic, will be reflected in management’s estimates for future periods. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Company qualifies as an “Emerging Growth Company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to adopt the new or revised standard at the same time periods as private companies. Shipping and Handling (Revenue & Cost of Sales) The Company records all amounts billed to customers in sales transactions related to shipping and handling as revenue earned for the goods provided. Shipping and handling costs are included in cost of sales. Shipping and handling costs were approximately $8,562,000 and $5,993,000 and $24,136,000 and $17,729,000 for the three and nine months ended September 25, 2021 and September 26, 2020, respectively. Inventories Inventories are measured using the first-in, first-out (FIFO) method. Labor and overhead costs associated with inventory produced by the Company are capitalized. Inventories are stated at the lower of cost or net realizable value as of September 25, 2021 and December 26, 2020. The Company has recorded a reserve for inventory obsolescence as of September 25, 2021 and December 26, 2020, of approximately $1,672,000 and $1,964,000, respectively. Property and Equipment Property and equipment acquired in business combinations are recorded at fair value as of the acquisition date and are subsequently stated less accumulated depreciation. Property and equipment otherwise acquired are stated at cost less accumulated depreciation. Depreciation is charged to expense on the straight-line basis over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the lease term or their respective useful lives. Maintenance and repairs are charged to expense as incurred. The estimated useful lives for each major depreciable classification of property and equipment are as follows Manufacturing machinery and equipment 3-7 years Office furniture and equipment 3-7 years Vehicles 3-10 years Leasehold improvements 3-20 years Other Current Assets Other current assets as of September 25, 2021 consists primarily of other receivables and net VAT taxes of approximately $3,506,000. As of December 26, 2020, other current assets consists primarily of other receivables, net VAT taxes and deferred transaction costs associated with the Business Combination with Juniper of $3,444,000. Fair Value Measurement The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value: • Level 1, observable inputs such as quoted prices in active markets; • Level 2, inputs other than the quoted prices in active markets that are observable either directly or indirectly; and • Level 3, unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions. The fair value of cash, accounts receivable, less allowance for doubtful accounts and account payable approximate the carrying amounts due to the short-term maturities of these instruments which fall within Level 1 of the Fair Value hierarchy. The fair value of the Company’s debt approximates its carrying amount as of September 25, 2021 and December 26, 2020 due to its variable interest rate that is tied to the current London Interbank Offered Rate (“LIBOR”) rate plus an applicable margin and consistency in our credit rating. To estimate the fair value of the Company’s long term debt, the Company utilized fair value based risk measurements that are indirectly observable, such as credit risk that falls within Level 2 of the Fair Value hierarchy. As of September 25, 2021, the public warrants were valued at market price. The fair value of the private warrants contains significant unobservable inputs including the expected term and volatility. Therefore, the private warrant liabilities were evaluated to be a Level 3 fair value measurement. The fair value of private warrants is estimated using a Binomial Lattice in a risk-neutral framework. Specifically, the future stock price of the Company is modeled assuming a Geometric Brownian Motion (GBM) in a risk-neutral framework. For each modeled future price, the warrant payoff is calculated based on the contractual terms, and then discounted at the term-matched risk-free rate. Finally, the value of the private warrants was calculated as the probability-weighted present value over all future modeled payoffs. The following assumptions were used for the valuation of the private warrants: Warrant term (yrs.) 4.7 Volatility 30.4 % Risk-free rate 0.91 % Dividend yield — % The change in the fair value of warrant liabilities is as follows: Balance at June 26, 2021 $ 39,077,500 Change in fair value of warrants (3,552,500) Balance at September 25, 2021 $ 35,525,000 Warrant Liability The Company classifies Private Placement Warrants (defined and discussed in Note 11 - “Stockholders’ Equity”) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as a component of other income (expense), net within the consolidated statements of operations and comprehensive income. The Company will continue to adjust the warrant liability for changes in fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. On October 13, 2021, the Group announced that the Company will redeem all of its outstanding warrants which is further discussed in Note 18 - “Subsequent Events.” Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years beginning after December 15, 2022 and for interim periods within those fiscal years. The Company is currently evaluating the impact of this standard to the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update removes Step 2 of the goodwill impairment test under current guidance, which requires a hypothetical purchase price allocation. The new guidance requires an impairment charge to be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. Upon adoption, the guidance is to be applied prospectively. ASU 2017-04 is effective for Emerging Growth Companies in fiscal years beginning after December 15, 2021, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of the adoption of ASU 2017-04 on the consolidated financial statements and does not expect a significant impact of the standard on the consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is effective and may be applied beginning March 12, 2020, and will apply through December 31, 2022. Janus is currently evaluating the impact this adoption will have on Janus’s consolidated financial statements. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). The amendments in ASU 2021-01 provide optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The provisions must be applied at a Topic, Subtopic, or Industry Subtopic level for all transactions other than derivatives, which may be applied at a hedging relationship level. In June 2020, the FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) which deferred the effective date for ASC 842, Leases, for one year. The leasing standard will be effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption would continue to be allowed. The Company is evaluating the impact the standard will have on the consolidated financial statements; however, the standard is expected to have a material impact on the consolidated financial statements due to the recognition of additional assets and liabilities for operating leases. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share (EPS) calculations as a result of these changes. The standard will be effective for Janus beginning February 7, 2022 and can be applied on either a fully retrospective or modified retrospective basis. Early adoption is permitted for fiscal years beginning after December 15, 2020. Janus is currently evaluating the impact of this standard on Janus’s consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years, with early adoption permitted. The Group does not expect adoption of the new guidance to have a significant impact on the consolidated financial statements. Although there are several other new accounting pronouncements issued or proposed by the FASB, which have been adopted or will be adopted as applicable, management does not believe any of these accounting pronouncements has had or will have a material impact on the Group’s consolidated financial position or results of operations. Restatement of Previously Reported Financial Statements During the preparation of the 2021 Annual Report on Form 10-K, the Company determined that certain transaction bonuses related to the Business Combination should have been recorded as a component of general and administrative expense instead of a component of stockholders’ equity for the nine months ended September 25, 2021 and the private placement warrants should have been reclassified from liability-classified instruments to equity-classified instruments and remeasured to fair value at the date of the reclassification for the three and nine months ended September 25, 2021. In addition, the Company determined that certain other transaction bonuses related to the Business Combination in the amount of $4.0 million should have been recorded in the Janus International segment instead of the Janus North American segment. The errors related to the transaction bonuses impacted the presentation of our segment reporting for the nine months ended September 25, 2021. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company determined that the unaudited consolidated financial statements for the three and nine months period ended September 25, 2021 were materially misstated and should be restated. The amounts and disclosures included in this Form 10-Q/A have been revised to reflect the corrected presentation. Impact of the Restatement The table below present the effects of the restatement on the Company's unaudited consolidated balance sheet as of September 25, 2021: September 25, 2021 As Previously Adjustments As Restated ASSETS Current Assets Cash $ 9,221,607 $ — $ 9,221,607 Accounts receivable, less allowance for doubtful accounts; $4,366,000 and $4,485,000, at September 25, 2021 and December 26, 2020, respectively 101,680,287 — 101,680,287 Costs and estimated earnings in excess of billing on uncompleted contracts 23,602,670 — 23,602,670 Inventory, net 52,830,737 — 52,830,737 Prepaid expenses 8,851,831 — 8,851,831 Other current assets 3,505,602 — 3,505,602 Total current assets $ 199,692,734 $ — $ 199,692,734 Property and equipment, net 49,786,563 — 49,786,563 Customer relationships, net 319,339,643 — 319,339,643 Tradename and trademarks 107,958,402 — 107,958,402 Other intangibles, net 18,380,776 — 18,380,776 Goodwill 369,607,198 — 369,607,198 Deferred tax asset, net 63,616,900 — 63,616,900 Other assets 1,992,783 — 1,992,783 Total assets $ 1,130,374,999 $ — $ 1,130,374,999 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable $ 56,817,373 $ — $ 56,817,373 Billing in excess of costs and estimated earnings on uncompleted contracts 25,759,923 — 25,759,923 Current maturities of long-term debt 8,111,212 — 8,111,212 Other accrued expenses 62,209,935 (478,922) 61,731,013 Total current liabilities $ 152,898,443 $ (478,922) $ 152,419,521 Line of credit 19,350,803 — 19,350,803 Long-term debt, net 706,927,275 — 706,927,275 Deferred tax liability — — — Derivative warrant liability 35,525,000 (7,831,250) 27,693,750 Other long-term liabilities 4,234,276 — 4,234,276 Total liabilities $ 918,935,797 $ (8,310,172) $ 910,625,625 STOCKHOLDERS’ EQUITY Common Stock, 825,000,000 shares authorized, $.0001 par value, 138,384,360 and 66,145,633 shares issued and outstanding at September 25, 2021 and December 26, 2020, respectively 13,838 — 13,838 Additional paid in capital 231,407,780 13,263,645 244,671,425 Accumulated other comprehensive loss (1,123,039) — (1,123,039) Accumulated deficit (18,859,377) (4,953,473) (23,812,850) Total stockholders’ equity $ 211,439,202 $ 8,310,172 $ 219,749,374 Total liabilities and stockholders’ equity $ 1,130,374,999 $ — $ 1,130,374,999 The tables below present the effects of the restatement on the unaudited consolidated statements of operations and comprehensive income for the three and nine months ended September 25, 2021: Three Months Ended September 25, 2021 As Previously Adjustments As Restated REVENUE Sales of product $ 155,669,772 $ — $ 155,669,772 Sales of services 32,120,153 — 32,120,153 Total revenue 187,789,925 — 187,789,925 Cost of Sales 125,551,395 — 125,551,395 GROSS PROFIT 62,238,530 — 62,238,530 OPERATING EXPENSE Selling and marketing 12,065,859 — 12,065,859 General and administrative 24,947,491 — 24,947,491 Contingent consideration and earnout fair value adjustments — — — Operating Expenses 37,013,350 — 37,013,350 INCOME FROM OPERATIONS 25,225,180 — 25,225,180 Interest expense (7,663,536) — (7,663,536) Other income (expense) 90,873 — 90,873 Change in fair value of derivative warrant liabilities 3,552,500 (2,281,625) 1,270,875 Other Expense, Net (4,020,163) (2,281,625) (6,301,788) INCOME (LOSS) BEFORE TAXES 21,205,017 (2,281,625) 18,923,392 Provision (benefit) for Income Taxes 3,527,275 (145,506) 3,381,769 NET INCOME (LOSS) $ 17,677,742 $ (2,136,119) $ 15,541,623 Other Comprehensive Income (Loss) (1,169,565) — (1,169,565) COMPREHENSIVE INCOME (LOSS) $ 16,508,177 $ (2,136,119) $ 14,372,058 Net income (loss) attributable to common stockholders $ 17,677,742 $ (2,136,119) $ 15,541,623 Weighted-average shares outstanding, basic and diluted (Note 15) Basic 138,384,284 — 138,384,284 Diluted 142,840,792 — 142,840,792 Net income (loss) per share, basic and diluted (Note 15) Basic $ 0.13 $ (0.02) $ 0.11 Diluted $ 0.10 $ — $ 0.10 Nine Months Ended September 25, 2021 As Previously Adjustments As Restated REVENUE Sales of product $ 417,922,304 $ — $ 417,922,304 Sales of services 96,874,278 — 96,874,278 Total revenue 514,796,582 — 514,796,582 Cost of Sales 340,070,342 — 340,070,342 GROSS PROFIT 174,726,240 — 174,726,240 OPERATING EXPENSE Selling and marketing 31,906,155 — 31,906,155 General and administrative 78,318,621 3,150,770 81,469,391 Contingent consideration and earnout fair value adjustments 686,700 — 686,700 Operating Expenses 110,911,476 3,150,770 114,062,246 INCOME (LOSS) FROM OPERATIONS 63,814,764 (3,150,770) 60,663,994 Interest expense (23,265,333) — (23,265,333) Other income (expense) (2,387,997) — (2,387,997) Change in fair value of derivative warrant liabilities 1,624,000 (2,281,625) (657,625) Other Expense, Net (24,029,330) (2,281,625) (26,310,955) INCOME (LOSS) BEFORE TAXES 39,785,434 (5,432,395) 34,353,039 Provision (benefit) for Income Taxes 6,265,664 (478,922) 5,786,742 NET INCOME (LOSS) $ 33,519,770 $ (4,953,473) $ 28,566,297 Other Comprehensive Income (Loss) (895,879) — (895,879) COMPREHENSIVE INCOME (LOSS) $ 32,623,891 $ (4,953,473) $ 27,670,418 Net income (loss) attributable to common stockholders $ 33,519,770 $ (4,953,473) $ 28,566,297 Weighted-average shares outstanding, basic and diluted (Note 15) Basic 95,179,726 — 95,179,726 Diluted 97,828,380 — 97,828,380 Net income (loss) per share, basic and diluted (Note 15) Basic $ 0.35 $ (0.05) $ 0.30 Diluted $ 0.33 $ (0.03) $ 0.30 The table below present the effects of the restatement on the segment income from operations for the nine months ended September 25, 2021: Nine Months Ended September 25, 2021 As Previously Adjustments As Restated Income From Operations Janus North America $ 60,884,392 $ 3,993,943 $ 64,878,335 Janus International 2,881,576 (7,144,713) (4,263,137) Eliminations 48,796 — 48,796 Total Segment Operating Income (Loss) $ 63,814,764 $ (3,150,770) $ 60,663,994 The tables below present the effects of the restatement on the consolidated statements of changes in stockholders’ equity: As Reported Class B Common Units Class A Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Total Unit Amount Unit Amount Shares Amount Balance as of December 26, 2020 4,478 $ 261,425 189,044 $ 189,043,734 — $ — $ — $ (227,160) $ (48,205,174) $ 140,872,825 Balance as of Retroactive application of the recapitalization (4,478) (261,425) (189,044) (189,043,734) 66,145,633 6,615 189,298,544 — — — Balance as of December 26, 2020, as adjusted — $ — — $ — 66,145,633 $ 6,615 $ 189,298,544 $ (227,160) $ (48,205,174) $ 140,872,825 Vesting of Midco LLC class B units — — — — 111,895 11 51,865 — — 51,876 Distributions to Class A preferred units — — — — — — — — (95,883) (95,883) Cumulative translation adjustment — — — — — — — 310,768 — 310,768 Net income — — — — — — — — 14,718,821 14,718,821 Balance as of March 27, 2021, as adjusted — $ — — $ — 66,257,528 $ 6,626 $ 189,350,409 $ 83,608 $ (33,582,236) $ 155,858,407 Vesting of Midco LLC class B units — — — — 4,012,872 401 2,058,822 — — 2,059,223 Issuance of PIPE Shares — — — — 25,000,000 2,500 249,997,500 — — 250,000,000 Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability — — — — 41,113,850 4,111 226,939,423 — — 226,943,534 Issuance of earn out shares to common stockholders — — — — 2,000,000 200 26,479,800 — — 26,480,000 Distributions to Janus Midco, LLC unitholders — — — — — — (541,710,278) — — (541,710,278) Distributions to Class A preferred units — — — — — — — — (4,078,090) (4,078,090) Deferred Tax Asset — — — — — — 78,290,839 — — 78,290,839 Cumulative translation adjustment — — — — — — — (37,082) — (37,082) Net income — — — — — — — — 1,123,207 1,123,207 Balance as of June 26, 2021 — $ — — $ — 138,384,250 $ 13,838 $ 231,406,515 $ 46,526 $ (36,537,119) $ 194,929,760 Warrant Redemption — — — — 110 — 1,265 — — 1,265 Cumulative translation adjustment — — — — — — — (1,169,565) — (1,169,565) Net income — — — — — — — — 17,677,742 17,677,742 Balance as of September 25, 2021 — $ — — $ — 138,384,360 $ 13,838 $ 231,407,780 $ (1,123,039) $ (18,859,377) $ 211,439,202 Adjustments Class B Common Units Class A Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Total Unit Amount Unit Amount Shares Amount Balance as of December 26, 2020 — $ — — $ — — $ — $ — $ — $ — $ — Balance as of Retroactive application of the recapitalization — — — — — — — — — — Balance as of December 26, 2020, as adjusted — $ — — $ — — $ — $ — $ — $ — $ — Vesting of Midco LLC class B units — — — — — — — — — — Distributions to Class A preferred units — — — — — — — — — — Cumulative translation adjustment — — — — — — — — — — Net income — — — — — — — — — — Balance as of March 27, 2021, as adjusted — $ — — $ — — $ — $ — $ — $ — $ — Vesting of Midco LLC class B units — — — — — — 3,150,770 — — 3,150,770 Issuance of PIPE Shares — — — — — — — — — — Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability — — — — — — — — — — Issuance of earn out shares to common stockholders — — — — — — — — — — Distributions to Janus Midco, LLC unitholders — — — — — — — — — — Distributions to Class A preferred units — — — — — — — — — — Deferred Tax Asset — — — — — — — — — — Cumulative translation adjustment — — — — — — — — — — Net income — — — — — — — — (2,817,354) (2,817,354) Balance as of June 26, 2021 — $ — — $ — — $ — $ 3,150,770 $ — $ (2,817,354) $ 333,416 Warrant Redemption — — — — — — — — — — Cumulative translation adjustment — — — — — — — — — — Warrant movements from private to public — — — — — — 10,112,875 — — 10,112,875 Net income — — — — — — — — (2,136,119) (2,136,119) Balance as of September 25, 2021 — $ — — $ — — $ — $ 13,263,645 $ — $ (4,953,473) $ 8,310,172 As Restated Class B Common Units Class A Common Stock Additional paid-in capital (Restated) Accumulated Other Comprehensive Income (Loss) Accumulated Total (Restated) Unit Amount Unit Amount Shares Amount Balance as of December 26, 2020 4,478 $ 261,425 189,044 $ 189,043,734 — $ — $ — $ (227,160) $ (48,205,174) $ 140,872,825 Balance as of Retroactive application of the recapitalization (4,478) (261,425) (189,044) (189,043,734) 66,145,633 6,615 189,298,544 — — — Balance as of December 26, 2020, as adjusted — $ — — $ — 66,145,633 $ 6,615 $ 189,298,544 $ (227,160) $ (48,205,174) $ 140,872,825 Vesting of Midco LLC class B units — — — — 111,895 11 51,865 — — 51,876 Distributions to Class A preferred units — — — — — — — — (95,883) (95,883) Cumulative translation adjustment — — — — — — — 310,768 — 310,768 Net income — — — — — — — — 14,718,821 14,718,821 Balance as of March 27, 2021, as adjusted — $ — — $ — 66,257,528 $ 6,626 $ 189,350,409 $ 83,608 $ (33,582,236) $ 155,858,407 Vesting of Midco LLC class B units — — — — 4,012,872 401 5,209,592 — — 5,209,993 Issuance of PIPE Shares — — — — 25,000,000 2,500 249,997,500 — — 250,000,000 Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability — — — — 41,113,850 4,111 226,939,423 — — 226,943,534 Issuance of earn out shares to common stockholders — — — — 2,000,000 200 26,479,800 — — 26,480,000 Distributions to Janus Midco, LLC unitholders — — — — — — (541,710,278) — — (541,710,278) Distributions to Class A preferred units — — — — — — — — (4,078,090) (4,078,090) Deferred Tax Asset — — — — — — 78,290,839 — — 78,290,839 Cumulative translation adjustment — — — — — — — (37,082) — (37,082) Net income — — — — — — — — (1,694,147) (1,694,147) Balance as of June 26, 2021 — $ — — $ — 138,384,250 $ 13,838 $ 234,557,285 $ 46,526 $ (39,354,473) $ 195,263,176 Warrant Redemption — — — — 110 — 1,265 — — 1,265 Cumulative translation adjustment — — — — — — — (1,169,565) — (1, |
Inventories
Inventories | 9 Months Ended |
Sep. 25, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The major components of inventories at: September 25, December 26, 2021 2020 Raw materials $ 38,852,320 $ 17,431,731 Work-in-process 838,389 637,109 Finished goods 13,140,028 7,212,681 $ 52,830,737 $ 25,281,521 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 25, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property, equipment, and other fixed assets as of September 25, 2021 and December 26, 2020 are as follows: September 25, December 26, 2021 2020 Land $ 4,501,295 $ 3,361,295 Manufacturing machinery and equipment 34,913,905 26,446,933 Leasehold improvements 5,204,632 5,127,065 Construction in progress 11,127,210 2,170,193 Other 12,725,431 8,084,391 $ 68,472,473 $ 45,189,877 Less accumulated depreciation (18,685,910) (14,219,370) $ 49,786,563 $ 30,970,507 |
Acquired Intangible Assets and
Acquired Intangible Assets and Goodwill | 9 Months Ended |
Sep. 25, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets and Goodwill | Acquired Intangible Assets and Goodwill Intangible assets acquired in a business combination (see Note 9 -- “Business Combinations”) are recognized at fair value and amortized over their estimated useful lives. The carrying basis and accumulated amortization of recognized intangible assets at September 25, 2021 and December 26, 2020, are as follows: September 25, December 26, 2021 2020 Gross Carrying Amount Accumulated Amortization Average Remaining Life in Years Gross Carrying Amount Accumulated Amortization Intangible Assets Customer relationships $ 410,021,868 $ 90,682,225 12 $ 380,862,639 $ 71,390,241 Noncompete agreements 411,010 238,732 6 412,949 151,028 Tradenames and trademarks 107,958,402 — Indefinite 85,597,528 — Other intangibles 61,831,402 43,622,904 6 58,404,905 41,279,081 $ 580,222,682 $ 134,543,861 $ 525,278,021 $ 112,820,350 Changes to gross carrying amount of recognized intangible assets due to translation adjustments include an approximate $369,000 and $997,000 loss for the period ended September 25, 2021 and December 26, 2020, respectively. Amortization expense was approximately $8,229,000 and $6,892,000 and $21,852,000 and $20,287,000 for the three and nine months ended September 25, 2021 and September 26, 2020, respectively. The changes in the carrying amounts of goodwill for the period ended September 25, 2021 were as follows: Balance as of December 26, 2020 $ 259,422,822 Goodwill acquired during the period 110,641,756 Changes due to foreign currency fluctuations (457,380) Balance as of September 25, 2021 $ 369,607,198 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 25, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses are summarized as follows: September 25, December 26, 2021 2020 (Restated) Sales tax payable $ 2,132,147 $ 1,324,696 Interest payable 6,576,691 4,832,590 Contingent consideration payable - short term 4,000,000 4,000,000 Other accrued liabilities 1,998,182 5,294,414 Employee compensation 10,088,860 6,090,304 Customer deposits and allowances 25,179,906 10,780,783 Other 11,755,227 4,841,840 Total $ 61,731,013 $ 37,164,627 Other accrued liabilities consist primarily of deferred transaction costs of $0 and $3,337,000 as of September 25, 2021 and December 26, 2020, respectively. Other consists primarily of property tax, freight accrual, Federal and State income taxes, legal, accounting and other professional fees. |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 25, 2021 | |
Line of Credit Facility [Abstract] | |
Line of Credit | Line of CreditOn February 12, 2018, the Company, through Intermediate and Janus Core, entered into a revolving line of credit facility with a financial institution. In August 2021, the Company increased the available line of credit from $50,000,000 to $80,000,000, incurred additional fees for this amendment of $425,000 and extended the maturity date from February 18, 2023 to August 12, 2024. The current line of credit facility is for $80,000,000 with interest payments due in arrears. The interest rate on the facility is based on a base rate, unless a LIBOR Rate option is chosen by the Company. If the LIBOR Rate is elected, the interest computation is equal to the LIBOR Rate plus the LIBOR Rate Margin. If the Base Rate is elected, the interest computation is equal to the Base Rate plus the Base Rate Margin. At the beginning of each quarter the applicable margin is set and determined by the administrative agent based on the average net availability on the line of credit for the previous quarter. As of September 25, 2021 and December 26, 2020, the interest rate in effect for the facility was 3.5%. The line of credit is collateralized by accounts receivable and inventories. The Company has incurred deferred loan costs in the amount of $1,483,000 which are being amortized over the term of the facility that expires on August 12, 2024, using the effective interest method. The amortization of the deferred loan costs is included in interest expense on the consolidated statements of operations and comprehensive income. The unamortized portion of the fees as of September 25, 2021 and December 26, 2020 was approximately $740,000 and $448,000, respectively. There was $19,350,803 and $0 outstanding balance on the line of credit as of September 25, 2021 and December 26, 2020, respectively. |
Long Term Debt
Long Term Debt | 9 Months Ended |
Sep. 25, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following: September 25, December 26, 2021 2020 Note payable - First Lien $ — $ 562,363,000 Note payable - First Lien B2 — 73,875,000 Note payable - Amendment No. 4 First Lien 726,413,482 — Notes payable - Auto Loans 92,684 — 726,506,166 636,238,000 Less unamortized deferred finance fees 11,467,679 12,110,329 Less current maturities 8,111,212 6,523,417 Total long-term debt $ 706,927,275 $ 617,604,254 Notes Payable – First Lien and First Lien B2 The First Lien notes payable was comprised of a syndicate of lenders that originated on February 12, 2018, in the amount of $470,000,000 with interest payable in arrears. The Company subsequently entered into the first amendment of the First Lien notes payable on March 1, 2019, to issue an additional tranche of the notes payable in the amount of $75,000,000 (First Lien B2), and the second amendment of the First Lien notes payable on August 9, 2019, to increase the first tranche of the notes payable by $106,000,000. Both tranches bore interest, as chosen by the Company, at a floating rate per annum consisting of LIBOR plus an applicable margin percent, and were secured by substantially all business assets. On July 21, 2020, the Company repurchased $1,989,000 principal amount of the First Lien (the “Open Market Purchase”) at an approximate $258,000 discount, resulting in a gain on the extinguishment of debt of approximately $258,000. Following the repurchase of the First Lien in the Open Market Purchase, approximately $573,000,000 principal amount of the 1st Lien remained outstanding. The total interest rate for the First Lien was 4.75% as of December 26, 2020. Unamortized debt issuance costs were approximately $10,304,000 at December 26, 2020. The First Lien B2 was comprised of a syndicate of lenders that originated on March 1, 2019, in the amount of $75,000,000 with interest payable in arrears. The outstanding loan balance was to be repaid on a quarterly basis of 0.25% of the original balance beginning the last day of June 2019 with the remaining principal due on the maturity date of February 12, 2025. As chosen by the Company, the First Lien B2 notes payable bore interest at a floating rate per annum consisting of LIBOR plus an applicable margin percent (total rate of 5.50% as of December 26, 2020.) The debt was secured by substantially all business assets. Unamortized debt issuance costs were approximately $1,806,000 as of December 26, 2020. Notes Payable - Amendment No. 3 First Lien As of February 5, 2021, the Company completed a repricing of its First Lien and First Lien B2 Term Loans, in which the principal terms of the amendment were a reduction in the overall interest rate based upon the loan type chosen and a consolidation of the prior two outstanding tranches into a single tranche of debt with the syndicate. The Amendment No.3 First Lien was comprised of a syndicate of lenders originating on February 5, 2021 in the amount of $634,607,000 with interest payable in arrears. The outstanding loan balance was to be repaid on a quarterly basis of 0.25% of the original balance beginning the last day of September 2021 with the remaining principal due on the maturity date of February 12, 2025. As chosen by the Company, the amended loan bears interest at a floating rate per annum consisting of LIBOR, plus an applicable margin percent (total rate of 4.25% as of September 25, 2021). The debt was secured by substantially all business assets. As a result of the repricing transaction, the Company recognized a loss on extinguishment of approximately $1,421,000. The loss is included in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Income. As of June 7, 2021 and as a result of the Business Combination, the Company repaid approximately $61,600,000 of debt and recognized a loss on extinguishment of approximately $994,000. The loss is included in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Income. Notes Payable - Amendment No.4 First Lien On August 18, 2021, the Company completed a refinancing of its First Lien Amendment No. 3, in which the principal terms of the amendment were new borrowings of $155,000,000 which was used to fund the DBCI acquisition. The Amendment No. 4 First Lien is comprised of a syndicate of lenders originating on August 18, 2021 in the amount of $726,413,000 with interest payable in arrears. The outstanding loan balance is to be repaid on a quarterly basis of 0.25% of the original balance beginning the last day of September 2021 with the remaining principal due on the maturity date of February 12, 2025. As chosen by the Company, the amended loan bears interest at a floating rate per annum consisting of LIBOR, plus an applicable margin percent (total rate of 4.25% as of September 25, 2021). The debt is secured by substantially all business assets. Unamortized debt issuance costs are approximately $11,468,000 at September 25, 2021. This refinancing amendment was accounted for as modification and as such no gain or loss was recognized for this transaction and any third party fees were expensed with bank fees, original issue discount and charges capitalized and are being amortized as a component of interest expense over the remaining loan term. Notes Payable - Auto Loans With the acquisition of ACT (see Note 9 -- “Business Combinations”), the Group acquired various loans secured by automobiles used by ACT to service customers. The loans outstanding balances at September 25, 2021 are approximately $93,000 and have interest rates ranging from 4.29% to 8.35%, are secured by the individual vehicles and have remaining terms of 1 to 4 years. The loans have approximate monthly payments ranging from $400 to $1,200. As of September 25, 2021, and December 26, 2020, the Company maintained one letter of credit totaling approximately $400,000 and $295,000, on which there were no balances due. In connection with the Company entering into the debt agreements discussed above, deferred finance fees were capitalized. These costs are being amortized over the terms of the associated debt under the effective interest rate method. Amortization of approximately $800,000 and $810,000 and $2,286,000 and $2,419,000 was recognized for the three and nine months ended September 25, 2021 and September 26, 2020, respectively, as a component of interest expense, including those amounts amortized in relation to the deferred finance fees associated with the outstanding line of credit. Aggregate annual maturities of long-term debt at September 25, 2021, are: 2021 $ 2,029,869 2022 8,106,224 2023 8,090,601 2024 6,063,807 2025 702,215,665 Total $ 726,506,166 |
Business Combination
Business Combination | 9 Months Ended |
Sep. 25, 2021 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | Business Combinations Access Control Technologies, LLC Acquisition On August 31, 2021, Janus Core acquired 100% of the equity interests of ACT and all assets and certain liabilities of Phoenix for total consideration of approximately $10,733,000 which was comprised of approximately $9,383,000 of cash plus $1,350,000 of hold back liability. The hold back liability will be trued up and settled upon the finalization of the closing statement. The assets and liabilities of the acquisitions have been recorded based upon management's estimates of their fair market values as of each respective date of acquisition. The following tables summarize the fair values of consideration transferred and the fair values of identified assets acquired, and liabilities assumed at the date of acquisition: Fair Value of Consideration Transferred Cash 9,383,460 Hold Back Liability 1,350,000 Total Fair Value of Consideration Transferred $ 10,733,460 Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed Cash 169,485 Accounts receivable 1,100,533 Other current assets 102,521 Property and equipment 196,561 Identifiable intangible assets Customer relationships 2,470,000 Backlog 280,000 Trademark 1,450,000 Recognized amounts of identifiable liabilities assumed Accounts payable (473,353) Accrued expenses (152,191) Other liabilities (1,395,911) Total identifiable net assets 3,747,645 Goodwill 6,985,815 The fair values of assets acquired and liabilities assumed, including current and noncurrent income taxes payable and deferred taxes, may be subject to change as additional information is received and certain tax returns are finalized. Accordingly, the provisional measurements of fair value of income taxes payable and deferred taxes are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The goodwill balance of $6,986,000 is attributable to the expansion of our product offerings and expected synergies of the combined workforce, products and technologies with ACT. All of the goodwill was assigned to the Janus North America segment of the business and is deductible for income tax purposes. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: Fair Value Useful Lives Customer Relationships $ 2,470,000 P15Y Backlog 280,000 P3M Trade Name 1,450,000 Indefinite Identifiable Intangible Assets $ 4,200,000 Customer relationships represent the fair values of the underlying relationships with ACT’s customers. Unbilled contracts (“Backlog”) represent the fair value of ACT’s contracts that have yet to be billed. Trade names represent ACT’s trademarks, which consumers associate with the source and quality of the products and services they provide. The weighted-average amortization of acquired intangibles is 8.8 years During 2021, the Company incurred approximately $284,000 of third-party acquisition costs. These expenses are included in general and administrative expense in the Company’s Consolidated Statement of Operations and Comprehensive Income for the three and nine months ended September 25, 2021. The amounts of revenue and net income of ACT included in the results from the transaction date of August 31, 2021 through September 25, 2021 are as follows: Periods from September 1, 2021 through September 25, 2021 Revenue $ 981,976 Net Income 26,038 DBCI, LLC Acquisition On August 17, 2021, Janus Core acquired 100% of the equity interests of DBCI for total cash consideration of approximately $169,173,000. The assets and liabilities of the acquisitions have been recorded based upon management's estimates of their fair market values as of each respective date of acquisition. The following tables summarize the fair value of consideration transferred and the fair value of identified assets acquired, and liabilities assumed at the date of acquisition: Fair Value of Consideration Transferred Cash $ 169,172,537 Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed Cash 207,655 Accounts receivable 8,501,810 Inventories 9,075,049 Property and equipment 7,802,720 Other assets 29,280 Identifiable intangible assets Customer relationships 26,320,000 Backlog 3,130,000 Trademark 20,850,000 Recognized amounts of identifiable liabilities assumed Accounts payable (8,011,998) Accrued expenses (571,375) Other liabilities (887,271) Total identifiable net assets 66,445,870 Goodwill 102,726,667 The fair values of assets acquired and liabilities assumed, including current and noncurrent income taxes payable and deferred taxes, may be subject to change as additional information is received and certain tax returns are finalized. Accordingly, the provisional measurements of fair value of income taxes payable and deferred taxes are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of DBCI and Janus Core. All of the goodwill was assigned to the Janus North America segment and is deductible for income tax purposes. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: Fair Value Useful Lives Customer Relationships $ 26,320,000 P15Y Backlog 3,130,000 P4M Trade Name 20,850,000 Indefinite Identifiable Intangible Assets $ 50,300,000 Customer relationships represent the fair values of the underlying relationships with DBCI’s customers. Unbilled contracts (“Backlog”) represent the fair value of DBCI’s contracts that have yet to be billed. Trade names represent DBCI’s trademarks, which consumers associate with the source and quality of the products and services they provide. The weighted-average amortization of acquired intangibles is 7.9 years. During 2021, the Company incurred approximately $2,685,000 of third-party acquisition costs. These expenses are included in general and administrative expense in the Company’s Consolidated Statement of Operations and Comprehensive Income for the three and nine months ended September 25, 2021. The amounts of revenue and net income of DBCI included in the Consolidated Statements of Operations and Comprehensive Income from the transaction date of August 17, 2021 through September 25, 2021 are as follows: Period from August 18, 2021 through September 25, 2021 Revenue $ 8,456,455 Net Income 565,265 Pro Forma Financial Information The following unaudited pro forma information is based on estimates and assumptions that the Company believes to be reasonable. However, this information is not necessarily indicative of the Company’s consolidated results of income in future periods or the results that actually would have been realized had the Company and DBCI and ACT been combined companies during the periods presented. These pro forma results exclude any savings or synergies that would have resulted from these business combinations had they occurred on December 29, 2019. This unaudited pro forma supplemental information includes incremental asset amortization, accounting policy alignment, nonrecurring transaction costs, and other charges as a result of the acquisitions, net of the related tax effects. The following unaudited pro forma information has been prepared as if the DBCI and ACT acquisitions had taken place on December 29, 2019. The Company prepared the table based on certain estimates and assumptions. These estimates and assumptions were made solely for the purposes of developing such unaudited pro forma information and have not been adjusted to provided period over period comparability. Three Months Period Ended Nine Months Period Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Revenue $ 199,314,429 $ 160,977,239 $ 574,135,446 $ 468,372,347 Net Income 17,097,308 19,848,627 35,272,653 43,221,338 Business Combination with Juniper Industrial Holdings, Inc. On June 7, 2021, Juniper consummated a business combination with Midco pursuant to the Business Combination Agreement. Pursuant to ASC 805, for financial accounting and reporting purposes, Midco was deemed the accounting acquirer and Juniper was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of Midco issuing equity for the net assets of Juniper, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of Midco are the historical financial statements of Janus International Group, Inc. The net assets of Juniper were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and are consolidated with Midco’s financial statements on the Closing Date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination Agreement. As a result of the Business Combination, Midco’s unitholders received aggregate consideration of approximately $1.2 billion, which consisted of (i) $541.7 million in cash at the closing of the Business Combination and (ii) 70,270,400 shares of common stock valued at $10.00 per share, totaling $702.7 million. In connection with the closing of the Business Combination, Juniper Industrial Sponsor, LLC (the “Sponsor”) received 2,000,000 shares of Janus’s Common Stock (pro rata among the Sponsor shares and shares held by certain affiliates) (the “Earnout Shares”) contingent upon achieving certain market share price milestone as outlined in the Business Combination Agreement. The vesting of the Earnout Shares occurred automatically as of the close of the trading on June 21, 2021 in accordance with the terms of the Earnout Agreement, entered into by and between the Company and the Sponsor at the closing of the Transaction. All contingent consideration shares were issued or released during the six months ended June 26, 2021. Concurrently with the execution and delivery of the Business Combination Agreement, certain institutional accredited investors (the “PIPE Investors”), entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors purchased an aggregate of 25,000,000 shares of Common Stock (the “PIPE Shares”) at a purchase price per share of $10.00 (the “PIPE Investment”). One of the Company’s directors also purchased an aggregate of 1,000,000 of the PIPE Shares as part of the PIPE Investment. The PIPE Investment was closed on June 7, 2021 and the issuance of an aggregate of 25,000,000 shares of Common Stock occurred concurrently with the consummation of the Business Combination. In connection with the Business Combination, the Group incurred direct and incremental costs of approximately $44.5 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. In addition, the Company incurred $4,468,000 in transaction bonuses paid to key employees and $5,210,000 in non-cash share-based compensation expense due to the accelerated vesting of Midco’s legacy share-based compensation plan. The transaction bonuses and share-based compensation are included in general and administrative expense on our consolidated statement of operations and comprehensive income for nine months ended September 25, 2021. See Note 10 — “Equity Incentive Plan and Unit Option Plan” for additional information. G & M Stor-More Pty Ltd Acquisition On January 19, 2021, the Company, through its wholly owned subsidiary Steel Storage Australia Pty Ltd. acquired 100% of the net assets of G&M for total cash consideration of approximately $1,739,000. In aggregate, approximately $814,000 was attributed to intangible assets, approximately $929,000 was attributable to goodwill, and approximately $(4,000) was attributable to net liabilities assumed. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Steel Storage. All of the goodwill was assigned to the Janus International segment of the business and is not deductible for income tax purposes. The weighted-average amortization of acquired intangibles is 11.6 years. During 2021, the Company incurred approximately $105,000 of third-party acquisition costs. These expenses are included in general and administrative expense of the Company’s Consolidated Statement of Operations and Comprehensive Income for the nine months ended September 25, 2021. Pro forma results of operations for this acquisition have not been presented because the historic results of operations for G&M Stor-More Pty Ltd. are not material to the consolidated results of operations in the prior year. |
Equity Incentive Plan and Unit
Equity Incentive Plan and Unit Option Plan | 9 Months Ended |
Sep. 25, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement | Equity Incentive Plan and Unit Option Plan 2021 Equity Incentive Plan Effective June 7, 2021, Group implemented an equity incentive program designed to enhance the profitability and value of its investment for the benefit of its shareholders by enabling Group to offer eligible directors, officers and employees equity-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interest between such individuals and the Group’s shareholders. As of September 25, 2021, no awards were granted to any individuals under the Plan. Midco - Common B Unit Incentive Plan |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 25, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity On June 7, 2021, the Group’s common stock began trading on the NYSE under the symbol “JBI”. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available 825,000,000 shares of common stock with a par value of $0.0001 per share. Immediately following the Business Combination, there were 138,384,250 shares of common stock with a par value of $0.0001 outstanding. As discussed in Note 9 — “Business Combinations,” the Company has retroactively adjusted the shares issued and outstanding prior to June 7, 2021 to give effect to the exchange ratio established in the Business Combination Agreement to determine the number of shares of common stock into which they were converted. As of September 25, 2021 the number of outstanding shares is 138,384,360. The increase in shares is a result of warrant redemptions during the nine months ended September 25, 2021. Rollover Equity At the closing date of the business combination, each outstanding unit of Midco’s Class A Preferred and Class B Common converted into our common stock at the then-effective conversion rate. Each unit of Midco Class A Preferred was converted into approximately 343.983 shares of our common stock, and each unit of Midco Class B Common was converted into approximately 249.585 shares of our common stock. There are 70,270,400 shares held by Midco equityholders. PIPE Investment Concurrently with the execution and delivery of the Business Combination Agreement, the PIPE Investors entered into the PIPE Subscription Agreements pursuant to which the PIPE Investors purchased an aggregate of 25,000,000 PIPE Shares at a purchase price per share of $10.00. One of the Company’s directors purchased an aggregate of 1,000,000 of the PIPE Shares as part of the PIPE Investment. The PIPE Investment was closed on June 7, 2021 and the issuance of an aggregate of 25,000,000 shares of Common Stock occurred concurrently with the consummation of the Business Combination. The sale and issuance was made to accredited investors in reliance on Rule 506 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Founder Shares In August 2019, the Sponsor purchased 8,625,000 shares of Class B common stock (the “founder shares”) of Juniper Industrial Holdings, Inc. (“JIH”) for an aggregate purchase price of $25,000 in cash, or approximately $0.003 per founder share. By virtue of the consummation of the Business Combination, the Sponsor’s Class B common stock was converted into the right to receive an equivalent number of shares of Common Stock, 2,000,000 of which (pro rata among the Sponsor shares and shares held by certain affiliates) was subject to the terms of the Earnout Agreement. The vesting of the Earnout Shares occurred automatically as of the close of the trading on June 21, 2021 in accordance with the terms of the Earnout Agreement. The table below represents the approximate common stock holdings of Group immediately following the Business Combination. Shares % Janus Midco, LLC unitholders 70,270,400 50.8 % Public stockholders 43,113,850 31.2 % PIPE Investors 25,000,000 18.0 % Total 138,384,250 100.0 % Warrants The Sponsor purchased 10,150,000 warrants to purchase Class A common stock of JIH (the “private placement warrants”) for a purchase price of $1.00 per whole private placement warrant, or $10,150,000 in the aggregate, in private placement transactions that occurred simultaneously with the closing of the Juniper IPO and the closing of the over-allotment option for the Juniper IPO (the “private placement”). Each private placement warrant entitled the holder to purchase one share of Class A common stock of JIH at $11.50 per share. The private placement warrants were only exercisable for a whole number of shares of Class A common stock of JIH. The Sponsor transferred 5,075,000 of its private placement warrants to Midco’s equityholders as part of the consideration for the Business Combination. Immediately after giving effect to the Business Combination, there were 10,150,000 issued and outstanding private placement warrants. In third quarter of 2021, 2,237,500 warrants were reclassified from private placement warrants to public warrants. As of September 25, 2021, there were 7,912,500 issued and outstanding private placement warrants. The private placement warrants are liability classified. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 25, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Prior to the Business Combination, Jupiter Intermediate Holdco, LLC, on behalf of the Janus Core, has entered into a Management and Monitoring Services Agreement (MMSA) with the Class A Preferred Unit holders group. Janus Core paid management fees to the Class A Preferred Unit holders group for the three and nine months ended September 25, 2021 and September 26, 2020 of approximately $0 and $1,632,000 and $1,124,000 and $5,241,000, respectively. Approximately $869,000 of the Class A Preferred Unit holders group management fees were accrued and unpaid as of December 26, 2020 and no fees were accrued and unpaid as of September 25, 2021. As a result of the Business Combination the MMSA was terminated effective June 7, 2021. For the three and nine months ended September 25, 2021 and September 26, 2020, there were no related party sales from the Group to its Mexican Joint Venture. For the three and nine months ended September 25, 2021 and September 26, 2020 there were no related party sales from the Mexican Joint Venture. Janus Core leases a manufacturing facility in Butler, Indiana, from Janus Butler, LLC, an entity wholly owned by a former member of the board of directors of Group. Rent payments paid to Janus Butler, LLC for the three and nine months ended September 25, 2021 and September 26, 2020, were approximately $37,000 and $37,000 and $123,000 and $109,000, respectively. The lease extends through October 31, 2021 and on November 1, 2021 the lease was extended to October 31, 2026, with monthly payments of approximately $13,000 with an annual escalation of 1.5%. Janus Core is a party to a lease agreement with 134 Janus International, LLC, an entity majority owned by a former member of the board of directors of Group. Rent payments paid to 134 Janus International, LLC in the three and nine months ended September 25, 2021 and September 26, 2020, were approximately $114,000 and $112,000 and $343,000 and $335,000, respectively. On September 27, 2021, the lease was extended from September 30, 2021 to December 30, 2021, with monthly payments of approximately $38,000 per month with an annual escalation of 2.5%. The Group leases a distribution center in Fayetteville, Georgia from French Real Estate Investments, LLC, an entity partially owned by a shareholder of the Group. Rent payments paid to French Real Estate Investments, LLC for the three and nine months ended September 25, 2021 and September 26, 2020, were approximately $26,000 and $26,000 and $79,000 and $79,000, respectively. The lease extends through July 31, 2022, with monthly payments of approximately $9,000 per month. The Group additionally acquired a lease agreement with ASTA Investment, LLC, for a manufacturing facility in Cartersville, Georgia an entity partially owned by a shareholder of the Company. The original lease term began on April 1, 2018 and extended through March 31, 2028 and was amended in June 2020 to extend the term until March 1, 2030, with monthly lease payments of $66,000 per month with an annual escalation of 2.0%. Rent payments to ASTA Investment, LLC for the three and nine months ended September 25, 2021 and September 26, 2020, were approximately $201,000 and $197,000 and $599,000 and $425,000, respectively. The Group leases office space for ACT from an entity owned and controlled by the president of ACT. Rent payments paid to BSU Management, Ltd for the three and nine months ended September 25, 2021 were $20,000. In addition to the lease payment, ACT also paid a security deposit of $20,000 for the three and nine months period ended September 25, 2021. The lease extends through August 31, 2026 with an option to renew for an additional 5 years and monthly payments are approximately $20,000 per month with an annual escalation of approximately 1.5%. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 25, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company accounts for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights and payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration to which it is entitled. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised good or service to a customer. Contract Balances Contract assets are the rights to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract assets primarily result from contracts that include installation which are billed via payment requests that are submitted in the month following the period during which revenue was recognized. Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing. Contract assets are disclosed as costs and estimated earnings in excess of billings on uncompleted contracts, and contract liabilities are disclosed as billings in excess of costs and estimated earnings on uncompleted contracts in the consolidated balance sheet. Contract balances as of September 25, 2021 were as follows: September 25, 2021 Contract assets, beginning of the period $ 11,398,934 Contract assets, end of the period $ 23,602,670 Contract liabilities, beginning of the period $ 21,525,319 Contract liabilities, end of the period $ 25,759,923 During the three and nine months ended September 25, 2021, the Company recognized revenue of approximately $848,000 and $17,780,000, respectively, related to contract liabilities at December 26, 2020. There were new billings of approximately $22,015,000 for product and services for which there were unsatisfied performance obligations to customers and revenue had not yet been recognized as of September 25, 2021. Disaggregation of Revenue The principal categories we use to disaggregate revenues are by timing and sales channel of revenue recognition. The following disaggregation of revenues depict the Company’s reportable segment revenues by timing and sales channel of revenue recognition for the three and nine months ended September 25, 2021 and September 26, 2020: Revenue by Timing of Revenue Recognition Three Months Ended Nine Months Ended Reportable Segments by Sales Channel Revenue Recognition September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Janus North America Goods transferred at a point in time $ 154,631,784 $ 110,370,452 $ 414,713,892 $ 310,647,036 Services transferred over time 24,487,323 22,127,171 75,184,879 69,200,338 179,119,107 132,497,623 489,898,771 379,847,374 Janus International Goods transferred at a point in time 10,191,505 7,920,469 27,039,893 18,031,237 Services transferred over time 7,632,830 4,700,198 21,689,399 14,133,724 17,824,335 12,620,667 48,729,292 32,164,961 Eliminations (9,153,517) (4,779,232) (23,831,481) (11,629,860) Total Revenue $ 187,789,925 $ 140,339,058 $ 514,796,582 $ 400,382,475 Revenue by Sale Channel Revenue Recognition Three months Ended Nine Months Ended Reportable Segments by Sales Channel Revenue Recognition September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Janus North America Self Storage-New Construction $ 54,506,607 $ 67,675,747 $ 157,120,551 $ 184,898,993 Self Storage-R3 57,141,059 30,663,566 151,563,398 98,645,228 Commercial and Others 67,471,441 34,158,310 181,214,822 96,303,153 179,119,107 132,497,623 489,898,771 379,847,374 Janus International Self Storage-New Construction $ 12,435,987 $ 7,874,084 $ 34,186,904 $ 19,903,835 Self Storage-R3 5,388,348 4,692,451 14,542,388 12,206,994 Commercial and Others — 54,132 — 54,132 17,824,335 12,620,667 48,729,292 32,164,961 Eliminations (9,153,517) (4,779,232) (23,831,481) (11,629,860) Total Revenue $ 187,789,925 $ 140,339,058 $ 514,796,582 $ 400,382,475 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 25, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | Income Taxes (Restated) Prior to June 7, 2021, the Company was a limited liability company taxed as a partnership for U.S. federal income tax purposes. The Company was generally not directly subject to income taxes under the provisions of the Internal Revenue Code and most applicable state laws. Therefore, taxable income or loss was reported to the members for inclusion in their respective tax returns. After June 7, 2021, the Group is taxed as a Corporation for U.S. income tax purposes and similar sections of the state income tax laws . The Group’s effective tax rate is based on pre-tax earnings, enacted U.S. statutory tax rates, non-deductible expenses, and certain tax rate differences between U.S. and foreign jurisdictions. The foreign subsidiaries file income tax returns in the United Kingdom, France, Australia, and Singapore as necessary. For tax reporting purposes, the taxable income or loss with respect to the 45% ownership in the joint venture operating in Mexico will be reflected in the income tax returns filed under that country’s jurisdiction. The Group’s provision for income taxes consists of provisions for federal, state, and foreign income taxes. The provision for income taxes for the three and nine months ended September 25, 2021 and September 26, 2020 includes amounts related to entities within the group taxed as corporations in the United States, United Kingdom, France, Australia, and Singapore. The Company determines its provision for income taxes for interim periods using an estimate of its annual effective tax rate on year to date ordinary income and records any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs. Additionally, the income tax effects of significant unusual or infrequently occurring items are recognized entirely within the interim period in which the event occurs. During the three months ended September 25, 2021 and September 26, 2020, the Company recorded a total income tax provision of approximately $3,382,000 and $284,000 on pre-tax income of approximately $18,923,000 and $21,057,000 resulting in an effective tax rate of 17.9% and 1.3%, respectively. During the nine months ended September 25, 2021 and September 26, 2020, the Company recorded a total income tax provision of approximately $5,787,000 and $1,055,000 on pre-tax income of approximately $34,353,000 and $42,797,000 resulting in an effective tax rate of 16.8% and 2.5%, respectively. The effective tax rates for these periods were primarily impacted by the change in tax status of the Group, statutory rate differentials, changes in estimated tax rates, and permanent differences. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 25, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Prior to the Business Combination, and prior to effecting the reverse recapitalization, the Company’s pre-merger LLC membership structure included two classes of units: Class A preferred units and Class B common units. The Class A preferred units were entitled to receive distributions prior and in preference on Class A preferred unit unpaid cumulative dividends (“Unpaid Preferred Yield”) followed by Class A preferred unit capital contributions that have not been paid back to the holders (the “Unreturned Capital”). Vested Class B common units participate in the remaining distribution on a pro-rata basis with Class A preferred units if they have met the respective Participation Threshold and, if applicable, the Target Value defined in the respective Unit Grant Agreement. The Class A preferred and Class B common units fully vested at the Business Combination date. Pursuant to the Restated and Amended Certificate of Incorporation and as a result of the reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to June 7, 2021 to give effect to the exchange ratio used to determine the number of shares of common stock into which they were converted. Basic net income per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include stock purchase warrants and contingently issuable shares attributable to the earn-out consideration. The following table sets forth the computation of basic and diluted EPS attributable to common stockholders for the three and nine months ended September 25, 2021 and September 26, 2020: Three Months Ended Nine Months Ended 9/25/2021 9/26/2020 9/25/2021 9/26/2020 (Restated) (Restated) Numerator: Net income attributable to common stockholders 15,541,623 20,772,994 28,566,297 41,742,492 Adjustment for Warrants - gain on value of private warrants (1,270,875) — 657,625 — Net Income as adjusted 14,270,748 20,772,994 29,223,922 41,742,492 Denominator: Weighted average number of shares: Basic 138,384,284 65,875,152 95,179,726 65,773,907 Adjustment for Warrants - Treasury stock method 4,456,508 — 2,648,654 — Diluted 142,840,792 65,875,152 97,828,380 65,773,907 Basic net income per share attributable to common stockholders $ 0.11 $ 0.32 $ 0.30 $ 0.63 Diluted net income per share attributable to common stockholders $ 0.10 $ 0.32 $ 0.30 $ 0.63 |
Segments Information
Segments Information | 9 Months Ended |
Sep. 25, 2021 | |
Segment Reporting [Abstract] | |
Segments Information | Segments Information The Company operates its business and reports its results through two reportable segments: Janus North America and Janus International, in accordance with ASC Topic 280, Segment Reporting. The Janus International segment is comprised of JIE with its production and sales located largely in Europe. The Janus North America segment is comprised of all the other entities including Janus Core, BETCO, NOKE, ASTA, DBCI, ACT, Janus Door and Steel Door Depot. Summarized financial information for the Company’s segments is shown in the following tables: Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 (Restated) (Restated) Revenue Janus North America $ 179,119,107 $ 132,497,623 $ 489,898,771 $ 379,847,374 Janus International 17,824,334 12,620,668 48,729,292 32,164,961 Intersegment (9,153,516) (4,779,233) (23,831,481) (11,629,860) Consolidated Revenue $ 187,789,925 $ 140,339,058 $ 514,796,582 $ 400,382,475 Income From Operations Janus North America $ 24,381,786 $ 28,108,223 $ 64,878,335 $ 67,754,630 Janus International 819,333 1,362,916 (4,263,137) 1,980,835 Eliminations 24,061 35,837 48,796 90,566 Total Segment Operating Income $ 25,225,180 $ 29,506,976 $ 60,663,994 $ 69,826,031 Depreciation Expense Janus North America $ 1,590,238 $ 1,329,258 $ 4,357,148 $ 3,960,580 Janus International 108,380 108,690 320,806 310,069 Consolidated Depreciation Expense $ 1,698,618 $ 1,437,948 $ 4,677,954 $ 4,270,649 Amortization of Intangible Assets Janus North America $ 7,876,571 $ 6,415,681 $ 20,692,679 $ 19,244,828 Janus International 352,189 475,904 1,159,038 1,042,525 Consolidated Amortization Expense $ 8,228,760 $ 6,891,585 $ 21,851,717 $ 20,287,353 September 25, December 26 2021 2020 Identifiable Assets Janus North America $ 1,074,290,055 $ 820,259,539 Janus International 56,084,944 53,219,206 Consolidated Assets $ 1,130,374,999 $ 873,478,745 |
Significant Estimates and Conce
Significant Estimates and Concentrations | 9 Months Ended |
Sep. 25, 2021 | |
Significant Estimates And Concentrations [Abstract] | |
Significant Estimates and Concentrations | Significant Estimates and Concentrations Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Those matters include the following: General Litigation The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company. Self-Insurance Under the Company’s workers’ compensation insurance program, coverage is obtained for catastrophic exposures under which the Company retains a portion of certain expected losses. The Company has stop loss workers’ compensation insurance for claims in excess of $200,000 as of September 25, 2021 and December 26, 2020, respectively. Provision for losses expected under this program is recorded based upon the Company’s estimates of the aggregate liability for claims incurred and totaled approximately $246,000 and $391,000 as of September 25, 2021, and December 26, 2020, respectively. The amount of actual losses incurred could differ materially from the estimates reflected in these consolidated financial statements. Under the Company’s health insurance program, coverage is obtained for catastrophic exposures under which the Company retains a portion of certain expected losses. The Company has stop loss insurance for claims in excess of $250,000 and $250,000 as of September 25, 2021 and December 26, 2020, respectively. Provision for losses expected under this program is recorded based upon the Company’s estimates of the aggregate liability for claims incurred and totaled approximately $793,000 and $916,000 as of September 25, 2021 and December 26, 2020, respectively. The amount of actual losses incurred could differ materially from the estimates reflected in these consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 25, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events For the interim consolidated financial statements as of September 25, 2021, the Company has evaluated subsequent events through the issuance of the financial statements. On October 13, 2021, Janus announced that it will redeem all of its outstanding warrants to purchase shares of Janus’s common stock that were issued pursuant to the Warrant Agreement, dated as of June 7, 2021 by and between Janus and Continental Stock Transfer & Trust Company (the “Warrant Agent”) and the Warrant Agreement, dated as of July 15, 2021, by and between Janus and the Warrant Agent, for a redemption price of $0.10 per Warrant (the “Redemption Price”), that remain outstanding at 5:00 p.m. New York City time on November 12, 2021 (the “Redemption Date”). On October 22, 2021, the Company announced that David Curtis has resigned from the Board of Directors (the “Board”) due to health reasons, effective October 20, 2021. Mr. Curtis did not serve on any committees of the Board. A replacement director has not been identified at this time. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 25, 2021 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying consolidated balance sheet as of September 25, 2021, consolidated statements of operations and comprehensive income and consolidated statements of stockholders’ equity for the three and nine months ended September 25, 2021 and September 26, 2020, respectively and consolidated statements of cash flows for the nine months ended September 25, 2021 and September 26, 2020, are unaudited. These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. However, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of September 25, 2021, and its results of operations, including its comprehensive income and stockholders’ equity for the three and nine months ended September 25, 2021 and September 26, 2020, and its cash flows for the nine months ended September 25, 2021 and September 26, 2020. The results for the three and nine months ended September 25, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 1, 2022. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Form S-1 (as amended), initially filed with the Securities and Exchange Commission (the “SEC”) on July 7, 2021 and declared effective by the staff of the SEC on August 6, 2021, including the final prospectus dated August 6, 2021 (including supplements to the prospectus filed from time to time). |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with U.S. GAAP and pursuant to the accounting and disclosure rules and regulations of the SEC for interim financial information. The Business Combination, completed as of June 7, 2021, was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, JIH is treated as the acquired company and Midco is treated as the acquirer for financial statement reporting purposes (the “Combined Company”). Midco has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances: • Janus Midco equityholders have the majority ownership and voting rights in the Combined Company. The relative voting rights is equivalent to equity ownership (each share of common stock is one vote). JIH shareholders (IPO investors, founders, PIPE investors) hold 49.2% voting interest compared to Janus Midco’s 50.8% voting interest. • The board of directors of the Combined Company is composed of nine directors, with Janus Midco equity holders having the ability to elect or appoint a majority of the board of directors in the Combined Company. • Janus Midco’s senior management are the senior management of the Combined Company. • The Combined Company has assumed the Janus name. Accordingly, for accounting purposes, the financial statements of the Combined Company represent a continuation of the financial statements of Midco with the acquisition being treated as the equivalent of Midco issuing stock for the net assets of JIH, accompanied by a recapitalization. The net assets of JIH will be stated at historical cost, with no goodwill or other intangible assets recorded. Midco is deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date (for the year ended December 26, 2020 and the three and nine months ended September 26, 2020) are those of Midco. The shares and corresponding capital amounts and net income (loss) per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination Agreement. One-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction. The costs relating to the issuance of equity is recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs related to the warrants and contingent consideration were estimated and charged to expense. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Group and its wholly owned subsidiaries. The Company’s joint venture is accounted for under the equity method of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassification | ReclassificationIn the third quarter of 2021, the Group reclassified the change in fair value of earnout recorded in June 2021 from general and administrative expense to contingent consideration and earnout fair value adjustments within operating expenses in the Consolidated Statements of Operations and Comprehensive Income. |
Reorganization | Reorganization As of June 7, 2021, Midco transferred its wholly owned direct subsidiary Janus Core, to the Group, thereby transferring the business for which historical financial information is included in these results of operations, to be indirectly held by Midco. |
Use of Estimates in the Consolidated Financial Statements | Use of Estimates in the Consolidated Financial Statements The preparation of consolidated financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the fair value of contingent consideration, the fair value of assets and liabilities related to acquisitions, the derivative warrant liability, the recognition of the valuations and unit-based compensation arrangements, the useful lives of property and equipment, revenue recognition, allowances for uncollectible receivable balances, fair values and impairment of intangible assets and goodwill and assumptions used in the recognition of contract assets. |
Coronavirus Outbreak | Coronavirus Outbreak The COVID-19 outbreak will continue to have a negative impact on our operations, supply chain, transportation networks and customers. The impact on our business and the results of operations included temporary closure of our operating locations, or those of our customers or suppliers, among others. In addition, the ability of our employees and our suppliers’ and customers’ employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, which may significantly hamper our production throughout the supply chain and constrict sales channels. The extent of these factors are uncertain and cannot be predicted. Our consolidated financial statements reflect estimates and assumptions made by management as of September 25, 2021. Events and changes in circumstances arising after September 25, 2021, including those resulting from the impacts of COVID-19 pandemic, will be reflected in management’s estimates for future periods. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Company qualifies as an “Emerging Growth Company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to adopt the new or revised standard at the same time periods as private companies. |
Shipping and Handling (Revenue & Cost of Sales) | Shipping and Handling (Revenue & Cost of Sales) The Company records all amounts billed to customers in sales transactions related to shipping and handling as revenue earned for the goods provided. Shipping and handling costs are included in cost of sales. Shipping and handling costs were approximately $8,562,000 and $5,993,000 and $24,136,000 and $17,729,000 for the three and nine months ended September 25, 2021 and September 26, 2020, respectively. |
Inventories | Inventories Inventories are measured using the first-in, first-out (FIFO) method. Labor and overhead costs associated with inventory produced by the Company are capitalized. Inventories are stated at the lower of cost or net realizable value as of September 25, 2021 and December 26, 2020. The Company has recorded a reserve for inventory obsolescence as of September 25, 2021 and December 26, 2020, of approximately $1,672,000 and $1,964,000, respectively. |
Property and Equipment | Property and Equipment Property and equipment acquired in business combinations are recorded at fair value as of the acquisition date and are subsequently stated less accumulated depreciation. Property and equipment otherwise acquired are stated at cost less accumulated depreciation. Depreciation is charged to expense on the straight-line basis over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the lease term or their respective useful lives. Maintenance and repairs are charged to expense as incurred. The estimated useful lives for each major depreciable classification of property and equipment are as follows Manufacturing machinery and equipment 3-7 years Office furniture and equipment 3-7 years Vehicles 3-10 years Leasehold improvements 3-20 years |
Other Current Assets | Other Current Assets Other current assets as of September 25, 2021 consists primarily of other receivables and net VAT taxes of approximately $3,506,000. As of December 26, 2020, other current assets consists primarily of other receivables, net VAT taxes and deferred transaction costs associated with the Business Combination with Juniper of $3,444,000. |
Fair Value Measurement | Fair Value Measurement The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value: • Level 1, observable inputs such as quoted prices in active markets; • Level 2, inputs other than the quoted prices in active markets that are observable either directly or indirectly; and • Level 3, unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions. The fair value of cash, accounts receivable, less allowance for doubtful accounts and account payable approximate the carrying amounts due to the short-term maturities of these instruments which fall within Level 1 of the Fair Value hierarchy. The fair value of the Company’s debt approximates its carrying amount as of September 25, 2021 and December 26, 2020 due to its variable interest rate that is tied to the current London Interbank Offered Rate (“LIBOR”) rate plus an applicable margin and consistency in our credit rating. To estimate the fair value of the Company’s long term debt, the Company utilized fair value based risk measurements that are indirectly observable, such as credit risk that falls within Level 2 of the Fair Value hierarchy. As of September 25, 2021, the public warrants were valued at market price. The fair value of the private warrants contains significant unobservable inputs including the expected term and volatility. Therefore, the private warrant liabilities were evaluated to be a Level 3 fair value measurement. The fair value of private warrants is estimated using a Binomial Lattice in a risk-neutral framework. Specifically, the future stock price of the Company is modeled assuming a Geometric Brownian Motion (GBM) in a risk-neutral framework. For each modeled future price, the warrant payoff is calculated based on the contractual terms, and then discounted at the term-matched risk-free rate. Finally, the value of the private warrants was calculated as the probability-weighted present value over all future modeled payoffs. The following assumptions were used for the valuation of the private warrants: Warrant term (yrs.) 4.7 Volatility 30.4 % Risk-free rate 0.91 % Dividend yield — % The change in the fair value of warrant liabilities is as follows: Balance at June 26, 2021 $ 39,077,500 Change in fair value of warrants (3,552,500) Balance at September 25, 2021 $ 35,525,000 |
Warrant Liability | Warrant Liability The Company classifies Private Placement Warrants (defined and discussed in Note 11 - “Stockholders’ Equity”) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as a component of other income (expense), net within the consolidated statements of operations and comprehensive income. The Company will continue to adjust the warrant liability for changes in fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. On October 13, 2021, the Group announced that the Company will redeem all of its outstanding warrants which is further discussed in Note 18 - “Subsequent Events.” |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years beginning after December 15, 2022 and for interim periods within those fiscal years. The Company is currently evaluating the impact of this standard to the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update removes Step 2 of the goodwill impairment test under current guidance, which requires a hypothetical purchase price allocation. The new guidance requires an impairment charge to be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. Upon adoption, the guidance is to be applied prospectively. ASU 2017-04 is effective for Emerging Growth Companies in fiscal years beginning after December 15, 2021, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of the adoption of ASU 2017-04 on the consolidated financial statements and does not expect a significant impact of the standard on the consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is effective and may be applied beginning March 12, 2020, and will apply through December 31, 2022. Janus is currently evaluating the impact this adoption will have on Janus’s consolidated financial statements. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). The amendments in ASU 2021-01 provide optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The provisions must be applied at a Topic, Subtopic, or Industry Subtopic level for all transactions other than derivatives, which may be applied at a hedging relationship level. In June 2020, the FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) which deferred the effective date for ASC 842, Leases, for one year. The leasing standard will be effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption would continue to be allowed. The Company is evaluating the impact the standard will have on the consolidated financial statements; however, the standard is expected to have a material impact on the consolidated financial statements due to the recognition of additional assets and liabilities for operating leases. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share (EPS) calculations as a result of these changes. The standard will be effective for Janus beginning February 7, 2022 and can be applied on either a fully retrospective or modified retrospective basis. Early adoption is permitted for fiscal years beginning after December 15, 2020. Janus is currently evaluating the impact of this standard on Janus’s consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years, with early adoption permitted. The Group does not expect adoption of the new guidance to have a significant impact on the consolidated financial statements. Although there are several other new accounting pronouncements issued or proposed by the FASB, which have been adopted or will be adopted as applicable, management does not believe any of these accounting pronouncements has had or will have a material impact on the Group’s consolidated financial position or results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Accounting Policies [Abstract] | |
Summary of estimated useful lives of property Plant And equipment | The estimated useful lives for each major depreciable classification of property and equipment are as follows Manufacturing machinery and equipment 3-7 years Office furniture and equipment 3-7 years Vehicles 3-10 years Leasehold improvements 3-20 years |
Fair Value Measurement Inputs and Valuation Techniques | The following assumptions were used for the valuation of the private warrants: Warrant term (yrs.) 4.7 Volatility 30.4 % Risk-free rate 0.91 % Dividend yield — % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The change in the fair value of warrant liabilities is as follows: Balance at June 26, 2021 $ 39,077,500 Change in fair value of warrants (3,552,500) Balance at September 25, 2021 $ 35,525,000 |
Schedule of Error Corrections and Prior Period Adjustments | Impact of the Restatement The table below present the effects of the restatement on the Company's unaudited consolidated balance sheet as of September 25, 2021: September 25, 2021 As Previously Adjustments As Restated ASSETS Current Assets Cash $ 9,221,607 $ — $ 9,221,607 Accounts receivable, less allowance for doubtful accounts; $4,366,000 and $4,485,000, at September 25, 2021 and December 26, 2020, respectively 101,680,287 — 101,680,287 Costs and estimated earnings in excess of billing on uncompleted contracts 23,602,670 — 23,602,670 Inventory, net 52,830,737 — 52,830,737 Prepaid expenses 8,851,831 — 8,851,831 Other current assets 3,505,602 — 3,505,602 Total current assets $ 199,692,734 $ — $ 199,692,734 Property and equipment, net 49,786,563 — 49,786,563 Customer relationships, net 319,339,643 — 319,339,643 Tradename and trademarks 107,958,402 — 107,958,402 Other intangibles, net 18,380,776 — 18,380,776 Goodwill 369,607,198 — 369,607,198 Deferred tax asset, net 63,616,900 — 63,616,900 Other assets 1,992,783 — 1,992,783 Total assets $ 1,130,374,999 $ — $ 1,130,374,999 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable $ 56,817,373 $ — $ 56,817,373 Billing in excess of costs and estimated earnings on uncompleted contracts 25,759,923 — 25,759,923 Current maturities of long-term debt 8,111,212 — 8,111,212 Other accrued expenses 62,209,935 (478,922) 61,731,013 Total current liabilities $ 152,898,443 $ (478,922) $ 152,419,521 Line of credit 19,350,803 — 19,350,803 Long-term debt, net 706,927,275 — 706,927,275 Deferred tax liability — — — Derivative warrant liability 35,525,000 (7,831,250) 27,693,750 Other long-term liabilities 4,234,276 — 4,234,276 Total liabilities $ 918,935,797 $ (8,310,172) $ 910,625,625 STOCKHOLDERS’ EQUITY Common Stock, 825,000,000 shares authorized, $.0001 par value, 138,384,360 and 66,145,633 shares issued and outstanding at September 25, 2021 and December 26, 2020, respectively 13,838 — 13,838 Additional paid in capital 231,407,780 13,263,645 244,671,425 Accumulated other comprehensive loss (1,123,039) — (1,123,039) Accumulated deficit (18,859,377) (4,953,473) (23,812,850) Total stockholders’ equity $ 211,439,202 $ 8,310,172 $ 219,749,374 Total liabilities and stockholders’ equity $ 1,130,374,999 $ — $ 1,130,374,999 The tables below present the effects of the restatement on the unaudited consolidated statements of operations and comprehensive income for the three and nine months ended September 25, 2021: Three Months Ended September 25, 2021 As Previously Adjustments As Restated REVENUE Sales of product $ 155,669,772 $ — $ 155,669,772 Sales of services 32,120,153 — 32,120,153 Total revenue 187,789,925 — 187,789,925 Cost of Sales 125,551,395 — 125,551,395 GROSS PROFIT 62,238,530 — 62,238,530 OPERATING EXPENSE Selling and marketing 12,065,859 — 12,065,859 General and administrative 24,947,491 — 24,947,491 Contingent consideration and earnout fair value adjustments — — — Operating Expenses 37,013,350 — 37,013,350 INCOME FROM OPERATIONS 25,225,180 — 25,225,180 Interest expense (7,663,536) — (7,663,536) Other income (expense) 90,873 — 90,873 Change in fair value of derivative warrant liabilities 3,552,500 (2,281,625) 1,270,875 Other Expense, Net (4,020,163) (2,281,625) (6,301,788) INCOME (LOSS) BEFORE TAXES 21,205,017 (2,281,625) 18,923,392 Provision (benefit) for Income Taxes 3,527,275 (145,506) 3,381,769 NET INCOME (LOSS) $ 17,677,742 $ (2,136,119) $ 15,541,623 Other Comprehensive Income (Loss) (1,169,565) — (1,169,565) COMPREHENSIVE INCOME (LOSS) $ 16,508,177 $ (2,136,119) $ 14,372,058 Net income (loss) attributable to common stockholders $ 17,677,742 $ (2,136,119) $ 15,541,623 Weighted-average shares outstanding, basic and diluted (Note 15) Basic 138,384,284 — 138,384,284 Diluted 142,840,792 — 142,840,792 Net income (loss) per share, basic and diluted (Note 15) Basic $ 0.13 $ (0.02) $ 0.11 Diluted $ 0.10 $ — $ 0.10 Nine Months Ended September 25, 2021 As Previously Adjustments As Restated REVENUE Sales of product $ 417,922,304 $ — $ 417,922,304 Sales of services 96,874,278 — 96,874,278 Total revenue 514,796,582 — 514,796,582 Cost of Sales 340,070,342 — 340,070,342 GROSS PROFIT 174,726,240 — 174,726,240 OPERATING EXPENSE Selling and marketing 31,906,155 — 31,906,155 General and administrative 78,318,621 3,150,770 81,469,391 Contingent consideration and earnout fair value adjustments 686,700 — 686,700 Operating Expenses 110,911,476 3,150,770 114,062,246 INCOME (LOSS) FROM OPERATIONS 63,814,764 (3,150,770) 60,663,994 Interest expense (23,265,333) — (23,265,333) Other income (expense) (2,387,997) — (2,387,997) Change in fair value of derivative warrant liabilities 1,624,000 (2,281,625) (657,625) Other Expense, Net (24,029,330) (2,281,625) (26,310,955) INCOME (LOSS) BEFORE TAXES 39,785,434 (5,432,395) 34,353,039 Provision (benefit) for Income Taxes 6,265,664 (478,922) 5,786,742 NET INCOME (LOSS) $ 33,519,770 $ (4,953,473) $ 28,566,297 Other Comprehensive Income (Loss) (895,879) — (895,879) COMPREHENSIVE INCOME (LOSS) $ 32,623,891 $ (4,953,473) $ 27,670,418 Net income (loss) attributable to common stockholders $ 33,519,770 $ (4,953,473) $ 28,566,297 Weighted-average shares outstanding, basic and diluted (Note 15) Basic 95,179,726 — 95,179,726 Diluted 97,828,380 — 97,828,380 Net income (loss) per share, basic and diluted (Note 15) Basic $ 0.35 $ (0.05) $ 0.30 Diluted $ 0.33 $ (0.03) $ 0.30 The table below present the effects of the restatement on the segment income from operations for the nine months ended September 25, 2021: Nine Months Ended September 25, 2021 As Previously Adjustments As Restated Income From Operations Janus North America $ 60,884,392 $ 3,993,943 $ 64,878,335 Janus International 2,881,576 (7,144,713) (4,263,137) Eliminations 48,796 — 48,796 Total Segment Operating Income (Loss) $ 63,814,764 $ (3,150,770) $ 60,663,994 The tables below present the effects of the restatement on the consolidated statements of changes in stockholders’ equity: As Reported Class B Common Units Class A Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Total Unit Amount Unit Amount Shares Amount Balance as of December 26, 2020 4,478 $ 261,425 189,044 $ 189,043,734 — $ — $ — $ (227,160) $ (48,205,174) $ 140,872,825 Balance as of Retroactive application of the recapitalization (4,478) (261,425) (189,044) (189,043,734) 66,145,633 6,615 189,298,544 — — — Balance as of December 26, 2020, as adjusted — $ — — $ — 66,145,633 $ 6,615 $ 189,298,544 $ (227,160) $ (48,205,174) $ 140,872,825 Vesting of Midco LLC class B units — — — — 111,895 11 51,865 — — 51,876 Distributions to Class A preferred units — — — — — — — — (95,883) (95,883) Cumulative translation adjustment — — — — — — — 310,768 — 310,768 Net income — — — — — — — — 14,718,821 14,718,821 Balance as of March 27, 2021, as adjusted — $ — — $ — 66,257,528 $ 6,626 $ 189,350,409 $ 83,608 $ (33,582,236) $ 155,858,407 Vesting of Midco LLC class B units — — — — 4,012,872 401 2,058,822 — — 2,059,223 Issuance of PIPE Shares — — — — 25,000,000 2,500 249,997,500 — — 250,000,000 Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability — — — — 41,113,850 4,111 226,939,423 — — 226,943,534 Issuance of earn out shares to common stockholders — — — — 2,000,000 200 26,479,800 — — 26,480,000 Distributions to Janus Midco, LLC unitholders — — — — — — (541,710,278) — — (541,710,278) Distributions to Class A preferred units — — — — — — — — (4,078,090) (4,078,090) Deferred Tax Asset — — — — — — 78,290,839 — — 78,290,839 Cumulative translation adjustment — — — — — — — (37,082) — (37,082) Net income — — — — — — — — 1,123,207 1,123,207 Balance as of June 26, 2021 — $ — — $ — 138,384,250 $ 13,838 $ 231,406,515 $ 46,526 $ (36,537,119) $ 194,929,760 Warrant Redemption — — — — 110 — 1,265 — — 1,265 Cumulative translation adjustment — — — — — — — (1,169,565) — (1,169,565) Net income — — — — — — — — 17,677,742 17,677,742 Balance as of September 25, 2021 — $ — — $ — 138,384,360 $ 13,838 $ 231,407,780 $ (1,123,039) $ (18,859,377) $ 211,439,202 Adjustments Class B Common Units Class A Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Accumulated Total Unit Amount Unit Amount Shares Amount Balance as of December 26, 2020 — $ — — $ — — $ — $ — $ — $ — $ — Balance as of Retroactive application of the recapitalization — — — — — — — — — — Balance as of December 26, 2020, as adjusted — $ — — $ — — $ — $ — $ — $ — $ — Vesting of Midco LLC class B units — — — — — — — — — — Distributions to Class A preferred units — — — — — — — — — — Cumulative translation adjustment — — — — — — — — — — Net income — — — — — — — — — — Balance as of March 27, 2021, as adjusted — $ — — $ — — $ — $ — $ — $ — $ — Vesting of Midco LLC class B units — — — — — — 3,150,770 — — 3,150,770 Issuance of PIPE Shares — — — — — — — — — — Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability — — — — — — — — — — Issuance of earn out shares to common stockholders — — — — — — — — — — Distributions to Janus Midco, LLC unitholders — — — — — — — — — — Distributions to Class A preferred units — — — — — — — — — — Deferred Tax Asset — — — — — — — — — — Cumulative translation adjustment — — — — — — — — — — Net income — — — — — — — — (2,817,354) (2,817,354) Balance as of June 26, 2021 — $ — — $ — — $ — $ 3,150,770 $ — $ (2,817,354) $ 333,416 Warrant Redemption — — — — — — — — — — Cumulative translation adjustment — — — — — — — — — — Warrant movements from private to public — — — — — — 10,112,875 — — 10,112,875 Net income — — — — — — — — (2,136,119) (2,136,119) Balance as of September 25, 2021 — $ — — $ — — $ — $ 13,263,645 $ — $ (4,953,473) $ 8,310,172 As Restated Class B Common Units Class A Common Stock Additional paid-in capital (Restated) Accumulated Other Comprehensive Income (Loss) Accumulated Total (Restated) Unit Amount Unit Amount Shares Amount Balance as of December 26, 2020 4,478 $ 261,425 189,044 $ 189,043,734 — $ — $ — $ (227,160) $ (48,205,174) $ 140,872,825 Balance as of Retroactive application of the recapitalization (4,478) (261,425) (189,044) (189,043,734) 66,145,633 6,615 189,298,544 — — — Balance as of December 26, 2020, as adjusted — $ — — $ — 66,145,633 $ 6,615 $ 189,298,544 $ (227,160) $ (48,205,174) $ 140,872,825 Vesting of Midco LLC class B units — — — — 111,895 11 51,865 — — 51,876 Distributions to Class A preferred units — — — — — — — — (95,883) (95,883) Cumulative translation adjustment — — — — — — — 310,768 — 310,768 Net income — — — — — — — — 14,718,821 14,718,821 Balance as of March 27, 2021, as adjusted — $ — — $ — 66,257,528 $ 6,626 $ 189,350,409 $ 83,608 $ (33,582,236) $ 155,858,407 Vesting of Midco LLC class B units — — — — 4,012,872 401 5,209,592 — — 5,209,993 Issuance of PIPE Shares — — — — 25,000,000 2,500 249,997,500 — — 250,000,000 Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability — — — — 41,113,850 4,111 226,939,423 — — 226,943,534 Issuance of earn out shares to common stockholders — — — — 2,000,000 200 26,479,800 — — 26,480,000 Distributions to Janus Midco, LLC unitholders — — — — — — (541,710,278) — — (541,710,278) Distributions to Class A preferred units — — — — — — — — (4,078,090) (4,078,090) Deferred Tax Asset — — — — — — 78,290,839 — — 78,290,839 Cumulative translation adjustment — — — — — — — (37,082) — (37,082) Net income — — — — — — — — (1,694,147) (1,694,147) Balance as of June 26, 2021 — $ — — $ — 138,384,250 $ 13,838 $ 234,557,285 $ 46,526 $ (39,354,473) $ 195,263,176 Warrant Redemption — — — — 110 — 1,265 — — 1,265 Cumulative translation adjustment — — — — — — — (1,169,565) — (1,169,565) Warrant movements from private to public — — — — — — 10,112,875 — — 10,112,875 Net income — — — — — — — — 15,541,623 15,541,623 Balance as of September 25, 2021 — $ — — $ — 138,384,360 $ 13,838 $ 244,671,425 $ (1,123,039) $ (23,812,850) $ 219,749,374 The table below present the effects of the restatement on the consolidated statements of cash flows for the nine months ended September 25, 2021: Nine Months Ended September 25, 2021 As Previously Adjustments As Restated Cash Flows Provided By Operating Activities Net income (loss) $ 33,519,770 $ (4,953,473) $ 28,566,297 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 4,677,954 — 4,677,954 Intangible amortization 21,851,717 — 21,851,717 Deferred finance fee amortization 2,286,480 — 2,286,480 Share based compensation 2,111,099 3,150,770 5,261,869 Loss on extinguishment of debt 2,414,854 — 2,414,854 Change in fair value of contingent consideration and earnout 686,700 — 686,700 Loss on sale of assets 43,091 — 43,091 Change in fair value of derivative warrant liabilities (1,624,000) 2,281,625 657,625 Undistributed (earnings) losses of affiliate 75,565 — 75,565 Deferred income taxes (767,658) — (767,658) Changes in operating assets and liabilities Accounts receivable (16,942,650) — (16,942,650) Costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings on uncompleted contracts (12,101,214) — (12,101,214) Prepaid expenses and other current assets (4,488,285) — (4,488,285) Inventory (18,474,167) — (18,474,167) Accounts payable 18,409,091 — 18,409,091 Other accrued expenses 29,127,435 (478,922) 28,648,513 Other assets and long-term liabilities (1,122,518) — (1,122,518) Net Cash Provided By Operating Activities 59,683,264 — 59,683,264 Cash Flows Used In Investing Activities Proceeds from sale of equipment 79,409 — 79,409 Purchases of property and equipment (15,930,575) — (15,930,575) Cash paid for acquisitions, net of cash acquired (179,713,814) — (179,713,814) Net Cash Used In Investing Activities (195,564,980) — (195,564,980) Cash Flows Provided by (Used In) Financing Activities Net borrowings on line of credit 19,350,803 — 19,350,803 Distributions to Janus Midco LLC unitholders (4,173,973) — (4,173,973) Principal payments on long-term debt (64,824,518) — (64,824,518) Proceeds from issuance of long term debt 155,000,000 — 155,000,000 Proceeds from merger 334,873,727 — 334,873,727 Proceeds from PIPE 250,000,000 — 250,000,000 Payments for transaction costs (44,489,256) — (44,489,256) Payments to Janus Midco, LLC unitholders at the business combination (541,710,278) — (541,710,278) Proceeds from warrant redemption 1,265 — 1,265 Payment of contingent consideration — — — Payments for deferred financing fees (4,320,821) — (4,320,821) Cash Provided By (Used In) Financing Activities $ 99,706,948 $ — $ 99,706,948 Effect of exchange rate changes on cash and cash equivalents 141,720 — 141,720 Net (Decrease) Increase in Cash and Cash Equivalents $ (36,033,048) $ — $ (36,033,048) Cash and Cash Equivalents, Beginning of Fiscal Year $ 45,254,655 $ — $ 45,254,655 Cash and Cash Equivalents as of September 25, 2021 $ 9,221,607 $ — $ 9,221,607 Supplemental Cash Flows Information Interest paid $ 19,226,554 $ — $ 19,226,554 Income taxes paid $ 1,509,592 $ — $ 1,509,592 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Inventory Disclosure [Abstract] | |
Summary Of Major Components of Inventories | The major components of inventories at: September 25, December 26, 2021 2020 Raw materials $ 38,852,320 $ 17,431,731 Work-in-process 838,389 637,109 Finished goods 13,140,028 7,212,681 $ 52,830,737 $ 25,281,521 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment, and other fixed assets | Property, equipment, and other fixed assets as of September 25, 2021 and December 26, 2020 are as follows: September 25, December 26, 2021 2020 Land $ 4,501,295 $ 3,361,295 Manufacturing machinery and equipment 34,913,905 26,446,933 Leasehold improvements 5,204,632 5,127,065 Construction in progress 11,127,210 2,170,193 Other 12,725,431 8,084,391 $ 68,472,473 $ 45,189,877 Less accumulated depreciation (18,685,910) (14,219,370) $ 49,786,563 $ 30,970,507 |
Acquired Intangible Assets an_2
Acquired Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary Of Intangible assets net | The carrying basis and accumulated amortization of recognized intangible assets at September 25, 2021 and December 26, 2020, are as follows: September 25, December 26, 2021 2020 Gross Carrying Amount Accumulated Amortization Average Remaining Life in Years Gross Carrying Amount Accumulated Amortization Intangible Assets Customer relationships $ 410,021,868 $ 90,682,225 12 $ 380,862,639 $ 71,390,241 Noncompete agreements 411,010 238,732 6 412,949 151,028 Tradenames and trademarks 107,958,402 — Indefinite 85,597,528 — Other intangibles 61,831,402 43,622,904 6 58,404,905 41,279,081 $ 580,222,682 $ 134,543,861 $ 525,278,021 $ 112,820,350 |
Summary Of changes in the carrying amounts of goodwill | The changes in the carrying amounts of goodwill for the period ended September 25, 2021 were as follows: Balance as of December 26, 2020 $ 259,422,822 Goodwill acquired during the period 110,641,756 Changes due to foreign currency fluctuations (457,380) Balance as of September 25, 2021 $ 369,607,198 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Payables and Accruals [Abstract] | |
Summary Of accrued expenses | Accrued expenses are summarized as follows: September 25, December 26, 2021 2020 (Restated) Sales tax payable $ 2,132,147 $ 1,324,696 Interest payable 6,576,691 4,832,590 Contingent consideration payable - short term 4,000,000 4,000,000 Other accrued liabilities 1,998,182 5,294,414 Employee compensation 10,088,860 6,090,304 Customer deposits and allowances 25,179,906 10,780,783 Other 11,755,227 4,841,840 Total $ 61,731,013 $ 37,164,627 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Instruments | Long-term debt consists of the following: September 25, December 26, 2021 2020 Note payable - First Lien $ — $ 562,363,000 Note payable - First Lien B2 — 73,875,000 Note payable - Amendment No. 4 First Lien 726,413,482 — Notes payable - Auto Loans 92,684 — 726,506,166 636,238,000 Less unamortized deferred finance fees 11,467,679 12,110,329 Less current maturities 8,111,212 6,523,417 Total long-term debt $ 706,927,275 $ 617,604,254 |
Summary of Maturities of Long-term Debt | Aggregate annual maturities of long-term debt at September 25, 2021, are: 2021 $ 2,029,869 2022 8,106,224 2023 8,090,601 2024 6,063,807 2025 702,215,665 Total $ 726,506,166 |
Business Combinations and Asset
Business Combinations and Asset Acquisitions (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following tables summarize the fair values of consideration transferred and the fair values of identified assets acquired, and liabilities assumed at the date of acquisition: Fair Value of Consideration Transferred Cash 9,383,460 Hold Back Liability 1,350,000 Total Fair Value of Consideration Transferred $ 10,733,460 Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed Cash 169,485 Accounts receivable 1,100,533 Other current assets 102,521 Property and equipment 196,561 Identifiable intangible assets Customer relationships 2,470,000 Backlog 280,000 Trademark 1,450,000 Recognized amounts of identifiable liabilities assumed Accounts payable (473,353) Accrued expenses (152,191) Other liabilities (1,395,911) Total identifiable net assets 3,747,645 Goodwill 6,985,815 The following tables summarize the fair value of consideration transferred and the fair value of identified assets acquired, and liabilities assumed at the date of acquisition: Fair Value of Consideration Transferred Cash $ 169,172,537 Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed Cash 207,655 Accounts receivable 8,501,810 Inventories 9,075,049 Property and equipment 7,802,720 Other assets 29,280 Identifiable intangible assets Customer relationships 26,320,000 Backlog 3,130,000 Trademark 20,850,000 Recognized amounts of identifiable liabilities assumed Accounts payable (8,011,998) Accrued expenses (571,375) Other liabilities (887,271) Total identifiable net assets 66,445,870 Goodwill 102,726,667 |
Business Acquisition, Pro Forma Information | The amounts of revenue and net income of ACT included in the results from the transaction date of August 31, 2021 through September 25, 2021 are as follows: Periods from September 1, 2021 through September 25, 2021 Revenue $ 981,976 Net Income 26,038 The amounts of revenue and net income of DBCI included in the Consolidated Statements of Operations and Comprehensive Income from the transaction date of August 17, 2021 through September 25, 2021 are as follows: Period from August 18, 2021 through September 25, 2021 Revenue $ 8,456,455 Net Income 565,265 The following unaudited pro forma information has been prepared as if the DBCI and ACT acquisitions had taken place on December 29, 2019. The Company prepared the table based on certain estimates and assumptions. These estimates and assumptions were made solely for the purposes of developing such unaudited pro forma information and have not been adjusted to provided period over period comparability. Three Months Period Ended Nine Months Period Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Revenue $ 199,314,429 $ 160,977,239 $ 574,135,446 $ 468,372,347 Net Income 17,097,308 19,848,627 35,272,653 43,221,338 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: Fair Value Useful Lives Customer Relationships $ 2,470,000 P15Y Backlog 280,000 P3M Trade Name 1,450,000 Indefinite Identifiable Intangible Assets $ 4,200,000 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: Fair Value Useful Lives Customer Relationships $ 26,320,000 P15Y Backlog 3,130,000 P4M Trade Name 20,850,000 Indefinite Identifiable Intangible Assets $ 50,300,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock by Class | The table below represents the approximate common stock holdings of Group immediately following the Business Combination. Shares % Janus Midco, LLC unitholders 70,270,400 50.8 % Public stockholders 43,113,850 31.2 % PIPE Investors 25,000,000 18.0 % Total 138,384,250 100.0 % |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Contract balances | Contract balances as of September 25, 2021 were as follows: September 25, 2021 Contract assets, beginning of the period $ 11,398,934 Contract assets, end of the period $ 23,602,670 Contract liabilities, beginning of the period $ 21,525,319 Contract liabilities, end of the period $ 25,759,923 |
Summary of Disaggregation of Revenue | Revenue by Timing of Revenue Recognition Three Months Ended Nine Months Ended Reportable Segments by Sales Channel Revenue Recognition September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Janus North America Goods transferred at a point in time $ 154,631,784 $ 110,370,452 $ 414,713,892 $ 310,647,036 Services transferred over time 24,487,323 22,127,171 75,184,879 69,200,338 179,119,107 132,497,623 489,898,771 379,847,374 Janus International Goods transferred at a point in time 10,191,505 7,920,469 27,039,893 18,031,237 Services transferred over time 7,632,830 4,700,198 21,689,399 14,133,724 17,824,335 12,620,667 48,729,292 32,164,961 Eliminations (9,153,517) (4,779,232) (23,831,481) (11,629,860) Total Revenue $ 187,789,925 $ 140,339,058 $ 514,796,582 $ 400,382,475 Revenue by Sale Channel Revenue Recognition Three months Ended Nine Months Ended Reportable Segments by Sales Channel Revenue Recognition September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Janus North America Self Storage-New Construction $ 54,506,607 $ 67,675,747 $ 157,120,551 $ 184,898,993 Self Storage-R3 57,141,059 30,663,566 151,563,398 98,645,228 Commercial and Others 67,471,441 34,158,310 181,214,822 96,303,153 179,119,107 132,497,623 489,898,771 379,847,374 Janus International Self Storage-New Construction $ 12,435,987 $ 7,874,084 $ 34,186,904 $ 19,903,835 Self Storage-R3 5,388,348 4,692,451 14,542,388 12,206,994 Commercial and Others — 54,132 — 54,132 17,824,335 12,620,667 48,729,292 32,164,961 Eliminations (9,153,517) (4,779,232) (23,831,481) (11,629,860) Total Revenue $ 187,789,925 $ 140,339,058 $ 514,796,582 $ 400,382,475 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Earnings Per Share [Abstract] | |
Summary Of Earnings per Shares, basic and diluted | The following table sets forth the computation of basic and diluted EPS attributable to common stockholders for the three and nine months ended September 25, 2021 and September 26, 2020: Three Months Ended Nine Months Ended 9/25/2021 9/26/2020 9/25/2021 9/26/2020 (Restated) (Restated) Numerator: Net income attributable to common stockholders 15,541,623 20,772,994 28,566,297 41,742,492 Adjustment for Warrants - gain on value of private warrants (1,270,875) — 657,625 — Net Income as adjusted 14,270,748 20,772,994 29,223,922 41,742,492 Denominator: Weighted average number of shares: Basic 138,384,284 65,875,152 95,179,726 65,773,907 Adjustment for Warrants - Treasury stock method 4,456,508 — 2,648,654 — Diluted 142,840,792 65,875,152 97,828,380 65,773,907 Basic net income per share attributable to common stockholders $ 0.11 $ 0.32 $ 0.30 $ 0.63 Diluted net income per share attributable to common stockholders $ 0.10 $ 0.32 $ 0.30 $ 0.63 |
Segments Information (Tables)
Segments Information (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Segment Reporting [Abstract] | |
Summary of Financial Information for the Company's Segments | Summarized financial information for the Company’s segments is shown in the following tables: Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 (Restated) (Restated) Revenue Janus North America $ 179,119,107 $ 132,497,623 $ 489,898,771 $ 379,847,374 Janus International 17,824,334 12,620,668 48,729,292 32,164,961 Intersegment (9,153,516) (4,779,233) (23,831,481) (11,629,860) Consolidated Revenue $ 187,789,925 $ 140,339,058 $ 514,796,582 $ 400,382,475 Income From Operations Janus North America $ 24,381,786 $ 28,108,223 $ 64,878,335 $ 67,754,630 Janus International 819,333 1,362,916 (4,263,137) 1,980,835 Eliminations 24,061 35,837 48,796 90,566 Total Segment Operating Income $ 25,225,180 $ 29,506,976 $ 60,663,994 $ 69,826,031 Depreciation Expense Janus North America $ 1,590,238 $ 1,329,258 $ 4,357,148 $ 3,960,580 Janus International 108,380 108,690 320,806 310,069 Consolidated Depreciation Expense $ 1,698,618 $ 1,437,948 $ 4,677,954 $ 4,270,649 Amortization of Intangible Assets Janus North America $ 7,876,571 $ 6,415,681 $ 20,692,679 $ 19,244,828 Janus International 352,189 475,904 1,159,038 1,042,525 Consolidated Amortization Expense $ 8,228,760 $ 6,891,585 $ 21,851,717 $ 20,287,353 September 25, December 26 2021 2020 Identifiable Assets Janus North America $ 1,074,290,055 $ 820,259,539 Janus International 56,084,944 53,219,206 Consolidated Assets $ 1,130,374,999 $ 873,478,745 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) | Jun. 26, 2021 | Sep. 25, 2021USD ($) | Sep. 25, 2020USD ($) | Sep. 25, 2021USD ($)Segments | Sep. 25, 2020USD ($) | Aug. 31, 2021 | Aug. 18, 2021 | Jan. 18, 2021 | Dec. 26, 2020USD ($) | Jan. 02, 2020 |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Business Combination Percentage of Net Assets Acquired | 100.00% | |||||||||
Number of reportable segments | 2 | 2 | ||||||||
Assets | $ 1,130,374,999 | $ 1,130,374,999 | $ 873,478,745 | |||||||
Revenue | 187,789,925 | $ 140,339,058 | 514,796,582 | $ 400,382,475 | ||||||
Access Control Technologies, LLC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||
DBCI, LLC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||
Foreign Locations [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Assets | 56,439,000 | 56,439,000 | $ 53,424,000 | |||||||
Revenue | $ 17,824,000 | $ 12,621,000 | $ 48,729,000 | $ 32,165,000 | ||||||
Janus International Europe Holdings Ltd UK JIE [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | ||||||||
Janus International Europe Holdings Ltd UK JIE [Member] | Active Supply Design CDM Ltd UKASD [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | ||||||||
Janus International Europe Holdings Ltd UK JIE [Member] | Steel Storage Australia Asia Steel Storage [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | ||||||||
Percentage Of Outstanding Shares Purchased | 100.00% | |||||||||
Janus Cob bHoldings LLC Cobb [Member] | Asta Industries Inc ASTA [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | ||||||||
Janus Cob bHoldings LLC Cobb [Member] | Nok Inc NOKE [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 25, 2021 | Sep. 25, 2020 | Sep. 25, 2021 | Sep. 25, 2020 | Jun. 07, 2021 | Dec. 26, 2020 | |
Common stock, Par value | $ 0.0001 | |||||
Cost of sales | $ 125,551,395 | $ 87,574,908 | $ 340,070,342 | $ 254,755,038 | ||
Other current assets | 3,505,602 | 3,505,602 | $ 5,192,386 | |||
Bonus Compensation | 4,000,000 | |||||
Juniper | ||||||
Other current assets | 3,506,000 | 3,506,000 | 3,444,000 | |||
Inventory Valuation and Obsolescence | ||||||
Inventory valuation reserves | 1,672,000 | 1,672,000 | $ 1,964,000 | |||
Shipping and Handling | ||||||
Cost of sales | $ 8,562,000 | $ 5,993,000 | $ 24,136,000 | $ 17,729,000 | ||
JIH Shareholders | ||||||
Equity method investment ownership percentage | 49.20% | 49.20% | ||||
Janus Midco | ||||||
Equity method investment ownership percentage | 50.80% | 50.80% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of the estimated useful lives for each major depreciable classification of property and equipment (Detail) | 9 Months Ended |
Sep. 25, 2021 | |
Manufacturing machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 3 years |
Manufacturing machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 7 years |
Office furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 3 years |
Office furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 7 years |
Vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 3 years |
Vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 10 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 3 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 20 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Valuation Techniques (Details) | Sep. 25, 2021yr |
Warrant term (yrs.) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant measurement input | 4.7 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant measurement input | 0.304 |
Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant measurement input | 0.0091 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant measurement input | 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Change in Fair Value (Details) - Warrant | 3 Months Ended |
Sep. 25, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 39,077,500 |
Change in fair value of warrants | (3,552,500) |
Ending balance | $ 35,525,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Restatement Balance Sheet (Detail) - USD ($) | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 26, 2020 | Sep. 25, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 28, 2019 |
Current Assets | ||||||||
Cash and cash equivalents | $ 9,221,607 | $ 45,254,655 | ||||||
Accounts receivable, less allowance for doubtful accounts; $4,366,000 and $4,485,000, at September 25, 2021 and December 26, 2020, respectively | 101,680,287 | 75,135,295 | ||||||
Costs and estimated earnings in excess of billing on uncompleted contracts | 23,602,670 | 11,398,934 | ||||||
Inventory, net | 52,830,737 | 25,281,521 | ||||||
Prepaid expenses | 8,851,831 | 5,949,711 | ||||||
Other current assets | 3,505,602 | 5,192,386 | ||||||
Total current assets | 199,692,734 | 168,212,502 | ||||||
Property and equipment, net | 49,786,563 | 30,970,507 | ||||||
Other intangibles, net | 18,380,776 | 17,387,745 | ||||||
Goodwill | 369,607,198 | 259,422,822 | ||||||
Deferred tax asset, net | 63,616,900 | |||||||
Other assets | 1,992,783 | 2,415,243 | ||||||
Total assets | 1,130,374,999 | 873,478,745 | ||||||
Current Liabilities | ||||||||
Accounts payable | 56,817,373 | 29,889,057 | ||||||
Billing in excess of costs and estimated earnings on uncompleted contracts | 25,759,923 | 21,525,319 | ||||||
Current maturities of long-term debt | 8,111,212 | 6,523,417 | ||||||
Other accrued expenses | 61,731,013 | 37,164,627 | ||||||
Total current liabilities | 152,419,521 | 95,102,420 | ||||||
Line of credit facility, Outstanding amount | 19,350,803 | |||||||
Long-term debt, net | 706,927,275 | 617,604,254 | ||||||
Deferred tax liability, net | 15,268,131 | |||||||
Derivative warrant liability | 27,693,750 | |||||||
Other long-term liabilities | 4,234,276 | 4,631,115 | ||||||
Total liabilities | 910,625,625 | 732,605,920 | ||||||
STOCKHOLDERS’ EQUITY | ||||||||
Common Stock, 825,000,000 shares authorized, $.0001 par value, 138,384,360 and 66,145,633 shares issued and outstanding at September 25, 2021 and December 26, 2020, respectively | 13,838 | 6,615 | ||||||
Additional paid in capital | 244,671,425 | 189,298,544 | ||||||
Accumulated other comprehensive loss | (1,123,039) | (227,160) | ||||||
Accumulated deficit | (23,812,850) | (48,205,174) | ||||||
Total stockholders’ equity | 219,749,374 | $ 195,263,176 | $ 155,858,407 | 140,872,825 | $ 136,199,737 | $ 147,823,360 | $ 137,287,998 | $ 130,894,245 |
Total liabilities and stockholders’ equity | 1,130,374,999 | 873,478,745 | ||||||
Transaction Bonus Related To Business Combination | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | 9,221,607 | |||||||
Accounts receivable, less allowance for doubtful accounts; $4,366,000 and $4,485,000, at September 25, 2021 and December 26, 2020, respectively | 101,680,287 | |||||||
Costs and estimated earnings in excess of billing on uncompleted contracts | 23,602,670 | |||||||
Inventory, net | 52,830,737 | |||||||
Prepaid expenses | 8,851,831 | |||||||
Other current assets | 3,505,602 | |||||||
Total current assets | 199,692,734 | |||||||
Property and equipment, net | 49,786,563 | |||||||
Other intangibles, net | 18,380,776 | |||||||
Goodwill | 369,607,198 | |||||||
Deferred tax asset, net | 63,616,900 | |||||||
Other assets | 1,992,783 | |||||||
Total assets | 1,130,374,999 | |||||||
Current Liabilities | ||||||||
Accounts payable | 56,817,373 | |||||||
Billing in excess of costs and estimated earnings on uncompleted contracts | 25,759,923 | |||||||
Current maturities of long-term debt | 8,111,212 | |||||||
Other accrued expenses | 61,731,013 | |||||||
Total current liabilities | 152,419,521 | |||||||
Line of credit facility, Outstanding amount | 19,350,803 | |||||||
Long-term debt, net | 706,927,275 | |||||||
Deferred tax liability, net | 0 | |||||||
Derivative warrant liability | 27,693,750 | |||||||
Other long-term liabilities | 4,234,276 | |||||||
Total liabilities | 910,625,625 | |||||||
STOCKHOLDERS’ EQUITY | ||||||||
Common Stock, 825,000,000 shares authorized, $.0001 par value, 138,384,360 and 66,145,633 shares issued and outstanding at September 25, 2021 and December 26, 2020, respectively | 13,838 | |||||||
Additional paid in capital | 244,671,425 | |||||||
Accumulated other comprehensive loss | (1,123,039) | |||||||
Accumulated deficit | (23,812,850) | |||||||
Total stockholders’ equity | 219,749,374 | 195,263,176 | 155,858,407 | 140,872,825 | ||||
Total liabilities and stockholders’ equity | 1,130,374,999 | |||||||
Customer Relationships [Member] | ||||||||
Current Assets | ||||||||
Customer relationships, net | 319,339,643 | 309,472,398 | ||||||
Customer Relationships [Member] | Transaction Bonus Related To Business Combination | ||||||||
Current Assets | ||||||||
Customer relationships, net | 319,339,643 | |||||||
Trademarks and Trade Names [Member] | ||||||||
Current Assets | ||||||||
Tradenames and trademarks | 107,958,402 | 85,597,528 | ||||||
Trademarks and Trade Names [Member] | Transaction Bonus Related To Business Combination | ||||||||
Current Assets | ||||||||
Tradenames and trademarks | 107,958,402 | |||||||
Previously Reported | Transaction Bonus Related To Business Combination | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | 9,221,607 | |||||||
Accounts receivable, less allowance for doubtful accounts; $4,366,000 and $4,485,000, at September 25, 2021 and December 26, 2020, respectively | 101,680,287 | |||||||
Costs and estimated earnings in excess of billing on uncompleted contracts | 23,602,670 | |||||||
Inventory, net | 52,830,737 | |||||||
Prepaid expenses | 8,851,831 | |||||||
Other current assets | 3,505,602 | |||||||
Total current assets | 199,692,734 | |||||||
Property and equipment, net | 49,786,563 | |||||||
Other intangibles, net | 18,380,776 | |||||||
Goodwill | 369,607,198 | |||||||
Deferred tax asset, net | 63,616,900 | |||||||
Other assets | 1,992,783 | |||||||
Total assets | 1,130,374,999 | |||||||
Current Liabilities | ||||||||
Accounts payable | 56,817,373 | |||||||
Billing in excess of costs and estimated earnings on uncompleted contracts | 25,759,923 | |||||||
Current maturities of long-term debt | 8,111,212 | |||||||
Other accrued expenses | 62,209,935 | |||||||
Total current liabilities | 152,898,443 | |||||||
Line of credit facility, Outstanding amount | 19,350,803 | |||||||
Long-term debt, net | 706,927,275 | |||||||
Deferred tax liability, net | 0 | |||||||
Derivative warrant liability | 35,525,000 | |||||||
Other long-term liabilities | 4,234,276 | |||||||
Total liabilities | 918,935,797 | |||||||
STOCKHOLDERS’ EQUITY | ||||||||
Common Stock, 825,000,000 shares authorized, $.0001 par value, 138,384,360 and 66,145,633 shares issued and outstanding at September 25, 2021 and December 26, 2020, respectively | 13,838 | |||||||
Additional paid in capital | 231,407,780 | |||||||
Accumulated other comprehensive loss | (1,123,039) | |||||||
Accumulated deficit | (18,859,377) | |||||||
Total stockholders’ equity | 211,439,202 | 194,929,760 | $ 155,858,407 | 140,872,825 | ||||
Total liabilities and stockholders’ equity | 1,130,374,999 | |||||||
Previously Reported | Customer Relationships [Member] | Transaction Bonus Related To Business Combination | ||||||||
Current Assets | ||||||||
Customer relationships, net | 319,339,643 | |||||||
Previously Reported | Trademarks and Trade Names [Member] | Transaction Bonus Related To Business Combination | ||||||||
Current Assets | ||||||||
Tradenames and trademarks | 107,958,402 | |||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
STOCKHOLDERS’ EQUITY | ||||||||
Total stockholders’ equity | 140,872,825 | $ 130,894,245 | ||||||
Revision of Prior Period, Adjustment [Member] | Transaction Bonus Related To Business Combination | ||||||||
Current Liabilities | ||||||||
Other accrued expenses | (478,922) | |||||||
Total current liabilities | (478,922) | |||||||
Derivative warrant liability | (7,831,250) | |||||||
Total liabilities | (8,310,172) | |||||||
STOCKHOLDERS’ EQUITY | ||||||||
Additional paid in capital | 13,263,645 | |||||||
Accumulated deficit | (4,953,473) | |||||||
Total stockholders’ equity | $ 8,310,172 | $ 333,416 | $ 140,872,825 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Income Statement (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Sep. 25, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Sep. 25, 2021 | Sep. 25, 2020 | |
REVENUE | ||||||||
Revenue | $ 187,789,925 | $ 140,339,058 | $ 514,796,582 | $ 400,382,475 | ||||
Cost of sales | 125,551,395 | 87,574,908 | 340,070,342 | 254,755,038 | ||||
GROSS PROFIT | 62,238,530 | 52,764,150 | 174,726,240 | 145,627,437 | ||||
OPERATING EXPENSE | ||||||||
Selling and marketing | 12,065,859 | 7,823,145 | 31,906,155 | 25,800,711 | ||||
General and administrative | 24,947,491 | 18,309,277 | 81,469,391 | 52,875,943 | ||||
Change in fair value of contingent consideration | 0 | (2,875,248) | 686,700 | (2,875,248) | ||||
Operating Expenses | 37,013,350 | 23,257,174 | 114,062,246 | 75,801,406 | ||||
INCOME FROM OPERATIONS | 25,225,180 | 29,506,976 | 60,663,994 | 69,826,031 | ||||
Interest expense | (7,663,536) | (8,768,791) | (23,265,333) | (27,447,267) | ||||
Other income (expense) | 90,873 | 319,091 | (2,387,997) | 418,302 | ||||
Change in fair value of derivative warrant liabilities | 1,270,875 | (657,625) | ||||||
Other Expense, Net | (6,301,788) | (8,449,700) | (26,310,955) | (27,028,965) | ||||
INCOME BEFORE TAXES | 18,923,392 | 21,057,276 | 34,353,039 | 42,797,066 | ||||
Provision for Income Taxes | 3,381,769 | 284,282 | 5,786,742 | 1,054,574 | ||||
NET INCOME | 15,541,623 | $ (1,694,147) | $ 14,718,821 | 20,772,994 | $ 11,017,468 | $ 9,952,030 | 28,566,297 | 41,742,492 |
Other Comprehensive Income (Loss) | (1,169,565) | (37,082) | 310,768 | 3,339,777 | $ (226,575) | $ (3,531,485) | (895,879) | (418,283) |
COMPREHENSIVE INCOME | 14,372,058 | 24,112,771 | 27,670,418 | 41,324,209 | ||||
Net income attributable to common stockholders | $ 15,541,623 | $ 20,772,994 | $ 28,566,297 | $ 41,742,492 | ||||
Weighted-average shares outstanding, basic and diluted (Note 15) | ||||||||
Basic | 138,384,284 | 65,875,152 | 95,179,726 | 65,773,907 | ||||
Diluted | 142,840,792 | 65,875,152 | 97,828,380 | 65,773,907 | ||||
Net income per share, basic and diluted (Note 15) | ||||||||
Basic | $ 0.11 | $ 0.32 | $ 0.30 | $ 0.63 | ||||
Diluted | $ 0.10 | $ 0.32 | $ 0.30 | $ 0.63 | ||||
Transaction Bonus Related To Business Combination | ||||||||
REVENUE | ||||||||
Revenue | $ 187,789,925 | $ 514,796,582 | ||||||
Cost of sales | 125,551,395 | 340,070,342 | ||||||
GROSS PROFIT | 62,238,530 | 174,726,240 | ||||||
OPERATING EXPENSE | ||||||||
Selling and marketing | 12,065,859 | 31,906,155 | ||||||
General and administrative | 24,947,491 | 81,469,391 | ||||||
Change in fair value of contingent consideration | 0 | 686,700 | ||||||
Operating Expenses | 37,013,350 | 114,062,246 | ||||||
INCOME FROM OPERATIONS | 25,225,180 | 60,663,994 | ||||||
Interest expense | (7,663,536) | (23,265,333) | ||||||
Other income (expense) | 90,873 | (2,387,997) | ||||||
Change in fair value of derivative warrant liabilities | 1,270,875 | (657,625) | ||||||
Other Expense, Net | (6,301,788) | (26,310,955) | ||||||
INCOME BEFORE TAXES | 18,923,392 | 34,353,039 | ||||||
Provision for Income Taxes | 3,381,769 | 5,786,742 | ||||||
NET INCOME | 15,541,623 | (1,694,147) | 14,718,821 | 28,566,297 | ||||
Other Comprehensive Income (Loss) | (1,169,565) | (37,082) | 310,768 | (895,879) | ||||
COMPREHENSIVE INCOME | 14,372,058 | 27,670,418 | ||||||
Net income attributable to common stockholders | $ 15,541,623 | $ 28,566,297 | ||||||
Weighted-average shares outstanding, basic and diluted (Note 15) | ||||||||
Basic | 138,384,284 | 95,179,726 | ||||||
Diluted | 142,840,792 | 97,828,380 | ||||||
Net income per share, basic and diluted (Note 15) | ||||||||
Basic | $ 0.11 | $ 0.30 | ||||||
Diluted | $ 0.10 | $ 0.30 | ||||||
Previously Reported | Transaction Bonus Related To Business Combination | ||||||||
REVENUE | ||||||||
Revenue | $ 187,789,925 | $ 514,796,582 | ||||||
Cost of sales | 125,551,395 | 340,070,342 | ||||||
GROSS PROFIT | 62,238,530 | 174,726,240 | ||||||
OPERATING EXPENSE | ||||||||
Selling and marketing | 12,065,859 | 31,906,155 | ||||||
General and administrative | 24,947,491 | 78,318,621 | ||||||
Change in fair value of contingent consideration | 0 | 686,700 | ||||||
Operating Expenses | 37,013,350 | 110,911,476 | ||||||
INCOME FROM OPERATIONS | 25,225,180 | 63,814,764 | ||||||
Interest expense | (7,663,536) | (23,265,333) | ||||||
Other income (expense) | 90,873 | (2,387,997) | ||||||
Change in fair value of derivative warrant liabilities | 3,552,500 | 1,624,000 | ||||||
Other Expense, Net | (4,020,163) | (24,029,330) | ||||||
INCOME BEFORE TAXES | 21,205,017 | 39,785,434 | ||||||
Provision for Income Taxes | 3,527,275 | 6,265,664 | ||||||
NET INCOME | 17,677,742 | 1,123,207 | 14,718,821 | 33,519,770 | ||||
Other Comprehensive Income (Loss) | (1,169,565) | (37,082) | $ 310,768 | (895,879) | ||||
COMPREHENSIVE INCOME | 16,508,177 | 32,623,891 | ||||||
Net income attributable to common stockholders | $ 17,677,742 | $ 33,519,770 | ||||||
Weighted-average shares outstanding, basic and diluted (Note 15) | ||||||||
Basic | 138,384,284 | 95,179,726 | ||||||
Diluted | 142,840,792 | 97,828,380 | ||||||
Net income per share, basic and diluted (Note 15) | ||||||||
Basic | $ 0.13 | $ 0.35 | ||||||
Diluted | $ 0.10 | $ 0.33 | ||||||
Revision of Prior Period, Adjustment [Member] | Transaction Bonus Related To Business Combination | ||||||||
OPERATING EXPENSE | ||||||||
General and administrative | $ 3,150,770 | |||||||
Operating Expenses | 3,150,770 | |||||||
INCOME FROM OPERATIONS | (3,150,770) | |||||||
Change in fair value of derivative warrant liabilities | $ (2,281,625) | (2,281,625) | ||||||
Other Expense, Net | (2,281,625) | (2,281,625) | ||||||
INCOME BEFORE TAXES | (2,281,625) | (5,432,395) | ||||||
Provision for Income Taxes | (145,506) | (478,922) | ||||||
NET INCOME | (2,136,119) | $ (2,817,354) | (4,953,473) | |||||
Other Comprehensive Income (Loss) | 0 | 0 | ||||||
COMPREHENSIVE INCOME | (2,136,119) | (4,953,473) | ||||||
Net income attributable to common stockholders | $ (2,136,119) | $ (4,953,473) | ||||||
Net income per share, basic and diluted (Note 15) | ||||||||
Basic | $ (0.02) | $ (0.05) | ||||||
Diluted | $ (0.03) | |||||||
Sales of product | ||||||||
REVENUE | ||||||||
Revenue | $ 155,669,772 | $ 113,511,689 | $ 417,922,304 | $ 317,048,413 | ||||
Sales of product | Transaction Bonus Related To Business Combination | ||||||||
REVENUE | ||||||||
Revenue | 155,669,772 | 417,922,304 | ||||||
Sales of product | Previously Reported | Transaction Bonus Related To Business Combination | ||||||||
REVENUE | ||||||||
Revenue | 155,669,772 | 417,922,304 | ||||||
Sales of services | ||||||||
REVENUE | ||||||||
Revenue | 32,120,153 | $ 26,827,369 | 96,874,278 | $ 83,334,062 | ||||
Sales of services | Transaction Bonus Related To Business Combination | ||||||||
REVENUE | ||||||||
Revenue | 32,120,153 | 96,874,278 | ||||||
Sales of services | Previously Reported | Transaction Bonus Related To Business Combination | ||||||||
REVENUE | ||||||||
Revenue | $ 32,120,153 | $ 96,874,278 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Segment Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 25, 2020 | Sep. 25, 2021 | Sep. 25, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | $ 25,225,180 | $ 29,506,976 | $ 60,663,994 | $ 69,826,031 |
Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | 25,225,180 | 60,663,994 | ||
Previously Reported | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | 25,225,180 | 63,814,764 | ||
Revision of Prior Period, Adjustment [Member] | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | (3,150,770) | |||
Reportable geographical components | Janus North America | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | 24,381,786 | 28,108,223 | 64,878,335 | 67,754,630 |
Reportable geographical components | Janus North America | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | 64,878,335 | |||
Reportable geographical components | Janus North America | Previously Reported | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | 60,884,392 | |||
Reportable geographical components | Janus North America | Revision of Prior Period, Adjustment [Member] | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | 3,993,943 | |||
Reportable geographical components | Janus International | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | 819,333 | 1,362,916 | (4,263,137) | 1,980,835 |
Reportable geographical components | Janus International | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | (4,263,137) | |||
Reportable geographical components | Janus International | Previously Reported | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | 2,881,576 | |||
Reportable geographical components | Janus International | Revision of Prior Period, Adjustment [Member] | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | (7,144,713) | |||
Intersegment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | $ 24,061 | $ 35,837 | 48,796 | $ 90,566 |
Intersegment | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | 48,796 | |||
Intersegment | Previously Reported | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | 48,796 | |||
Operating Segments | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | 60,663,994 | |||
Operating Segments | Previously Reported | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | 63,814,764 | |||
Operating Segments | Revision of Prior Period, Adjustment [Member] | Transaction Bonus Related To Business Combination | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total Segment Operating Income | $ (3,150,770) |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Stockhdolders Equity (Detail) - USD ($) | Aug. 19, 2019 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Sep. 25, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Sep. 25, 2021 | Sep. 25, 2020 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 195,263,176 | $ 155,858,407 | $ 140,872,825 | $ 147,823,360 | $ 137,287,998 | $ 130,894,245 | $ 140,872,825 | ||
Vesting of Midco LLC class B units | 5,209,993 | 51,876 | 60,611 | 29,967 | 27,692 | ||||
Distributions to Janus Midco LLC Class A unit holders | (95,883) | (35,797,005) | (285,498) | (54,484) | |||||
Issuance of PIPE | 250,000,000 | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability | 226,943,534 | ||||||||
Issuance of earn out shares to common stockholders | 26,480,000 | ||||||||
Distributions to Janus Midco, LLC unitholders | 541,710,278 | ||||||||
Distributions to Class A preferred units | 4,078,090 | ||||||||
Deferred Tax Asset | 78,290,839 | ||||||||
Cumulative translation adjustment | (1,169,565) | (37,082) | 310,768 | 3,339,777 | (226,575) | (3,531,485) | (895,879) | $ (418,283) | |
Adjustments to Additional Paid in Capital, Warrant Issued | 10,112,875 | ||||||||
Net income | 15,541,623 | (1,694,147) | 14,718,821 | 20,772,994 | 11,017,468 | 9,952,030 | 28,566,297 | 41,742,492 | |
Balance | 219,749,374 | 195,263,176 | 155,858,407 | $ 136,199,737 | $ 147,823,360 | 137,287,998 | 219,749,374 | $ 136,199,737 | |
Stock Issued During Period, Value, Conversion of Convertible Securities | 1,265 | ||||||||
Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 195,263,176 | 155,858,407 | 140,872,825 | 140,872,825 | |||||
Vesting of Midco LLC class B units | 5,209,993 | 51,876 | |||||||
Distributions to Janus Midco LLC Class A unit holders | (95,883) | ||||||||
Issuance of PIPE | 250,000,000 | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability | 226,943,534 | ||||||||
Issuance of earn out shares to common stockholders | 26,480,000 | ||||||||
Distributions to Janus Midco, LLC unitholders | (541,710,278) | ||||||||
Distributions to Class A preferred units | (4,078,090) | ||||||||
Deferred Tax Asset | 78,290,839 | ||||||||
Cumulative translation adjustment | (1,169,565) | (37,082) | 310,768 | (895,879) | |||||
Adjustments to Additional Paid in Capital, Warrant Issued | 10,112,875 | ||||||||
Net income | 15,541,623 | (1,694,147) | 14,718,821 | 28,566,297 | |||||
Balance | 219,749,374 | 195,263,176 | 155,858,407 | 219,749,374 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 1,265 | ||||||||
Previously Reported | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 194,929,760 | 155,858,407 | 140,872,825 | 140,872,825 | |||||
Vesting of Midco LLC class B units | 2,059,223 | 51,876 | |||||||
Distributions to Janus Midco LLC Class A unit holders | (95,883) | ||||||||
Issuance of PIPE | 250,000,000 | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability | 226,943,534 | ||||||||
Issuance of earn out shares to common stockholders | 26,480,000 | ||||||||
Distributions to Janus Midco, LLC unitholders | (541,710,278) | ||||||||
Distributions to Class A preferred units | (4,078,090) | ||||||||
Deferred Tax Asset | 78,290,839 | ||||||||
Cumulative translation adjustment | (1,169,565) | (37,082) | 310,768 | (895,879) | |||||
Net income | 17,677,742 | 1,123,207 | 14,718,821 | 33,519,770 | |||||
Balance | 211,439,202 | 194,929,760 | 155,858,407 | 211,439,202 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 1,265 | ||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 140,872,825 | $ 130,894,245 | 140,872,825 | ||||||
Revision of Prior Period, Adjustment [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 333,416 | $ 140,872,825 | 140,872,825 | ||||||
Vesting of Midco LLC class B units | 3,150,770 | ||||||||
Cumulative translation adjustment | 0 | 0 | |||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 10,112,875 | ||||||||
Net income | (2,136,119) | (2,817,354) | (4,953,473) | ||||||
Balance | $ 8,310,172 | $ 333,416 | $ 8,310,172 | ||||||
Common Class B | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of PIPE, shares | 8,625,000 | ||||||||
Issuance of PIPE | $ 25,000 | ||||||||
Common Stock | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance (in shares) | 138,384,360 | 138,384,250 | 66,257,528 | 66,052,578 | 65,875,152 | 65,769,811 | 138,384,360 | 66,052,578 | |
Balance | $ 13,838 | $ 6,626 | $ 6,588 | $ 6,577 | |||||
Vesting of Midco LLC class B units, share | 4,012,872 | 111,895 | 177,426 | 105,341 | 93,054 | ||||
Vesting of Midco LLC class B units | $ 401 | $ 11 | $ 18 | $ 11 | $ 9 | ||||
Issuance of PIPE, shares | 25,000,000 | ||||||||
Issuance of PIPE | $ 2,500 | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability, shares | 41,113,850 | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability | $ 4,111 | ||||||||
Issuance of earn out shares to common stockholders, shares | 2,000,000 | ||||||||
Issuance of earn out shares to common stockholders | $ 200 | ||||||||
Balance (in shares) | 138,384,250 | 66,257,528 | 65,875,152 | 65,769,811 | |||||
Balance | $ 13,838 | $ 13,838 | $ 6,626 | $ 6,606 | $ 6,588 | 6,577 | $ 13,838 | $ 6,606 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 110 | ||||||||
Common Stock | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance (in shares) | 138,384,360 | 138,384,250 | 66,257,528 | 138,384,360 | |||||
Balance | $ 13,838 | $ 6,626 | |||||||
Vesting of Midco LLC class B units, share | 4,012,872 | 111,895 | |||||||
Vesting of Midco LLC class B units | $ 401 | $ 11 | |||||||
Issuance of PIPE, shares | 25,000,000 | ||||||||
Issuance of PIPE | $ 2,500 | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability, shares | 41,113,850 | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability | $ 4,111 | ||||||||
Issuance of earn out shares to common stockholders, shares | 2,000,000 | ||||||||
Issuance of earn out shares to common stockholders | $ 200 | ||||||||
Balance (in shares) | 138,384,250 | 66,257,528 | |||||||
Balance | $ 13,838 | $ 13,838 | $ 6,626 | $ 13,838 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 110 | ||||||||
Common Stock | Previously Reported | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance (in shares) | 138,384,360 | 138,384,250 | 66,257,528 | 138,384,360 | |||||
Balance | $ 13,838 | $ 6,626 | |||||||
Vesting of Midco LLC class B units, share | 4,012,872 | 111,895 | |||||||
Vesting of Midco LLC class B units | $ 401 | $ 11 | |||||||
Issuance of PIPE, shares | 25,000,000 | ||||||||
Issuance of PIPE | $ 2,500 | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability, shares | 41,113,850 | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability | $ 4,111 | ||||||||
Issuance of earn out shares to common stockholders, shares | 2,000,000 | ||||||||
Issuance of earn out shares to common stockholders | $ 200 | ||||||||
Balance (in shares) | 138,384,250 | 66,257,528 | |||||||
Balance | $ 13,838 | $ 13,838 | 6,626 | $ 13,838 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 110 | ||||||||
Common Stock | Retroactive application of the recapitalization [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 6,615 | $ 6,568 | $ 6,615 | ||||||
Balance (in shares) | 66,145,633 | 65,676,757 | 66,145,633 | ||||||
Common Stock | Retroactive application of the recapitalization [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 6,615 | $ 6,615 | |||||||
Balance (in shares) | 66,145,633 | 66,145,633 | |||||||
Common Stock | Revision of Prior Period, Adjustment [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 6,615 | $ 6,568 | $ 6,615 | ||||||
Balance (in shares) | 66,145,633 | 65,676,757 | 66,145,633 | ||||||
Common Stock | Revision of Prior Period, Adjustment [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 6,615 | $ 6,615 | |||||||
Balance (in shares) | 66,145,633 | 66,145,633 | |||||||
Common Stock | Common Class B | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 261,425 | $ 91,278 | $ 261,425 | ||||||
Balance (in shares) | 4,478 | 2,599 | 4,478 | ||||||
Common Stock | Common Class B | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 261,425 | $ 261,425 | |||||||
Balance (in shares) | 4,478 | 4,478 | |||||||
Common Stock | Common Class B | Previously Reported | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 261,425 | $ 261,425 | |||||||
Balance (in shares) | 4,478 | 4,478 | |||||||
Common Stock | Common Class B | Retroactive application of the recapitalization [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ (261,425) | $ (91,278) | $ (261,425) | ||||||
Balance (in shares) | (4,478) | (2,599) | (4,478) | ||||||
Common Stock | Common Class B | Retroactive application of the recapitalization [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ (261,425) | $ (261,425) | |||||||
Balance (in shares) | (4,478) | (4,478) | |||||||
Preferred Stock | Preferred Class A [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 189,043,734 | $ 189,043,734 | $ 189,043,734 | ||||||
Balance (in shares) | 189,044 | 189,044 | 189,044 | ||||||
Preferred Stock | Preferred Class A [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 189,043,734 | $ 189,043,734 | |||||||
Balance (in shares) | 189,044 | 189,044 | |||||||
Preferred Stock | Preferred Class A [Member] | Previously Reported | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 189,043,734 | $ 189,043,734 | |||||||
Balance (in shares) | 189,044 | 189,044 | |||||||
Preferred Stock | Preferred Class A [Member] | Retroactive application of the recapitalization [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ (189,043,734) | $ (189,043,734) | $ (189,043,734) | ||||||
Balance (in shares) | (189,044) | (189,044) | (189,044) | ||||||
Preferred Stock | Preferred Class A [Member] | Retroactive application of the recapitalization [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ (189,043,734) | $ (189,043,734) | |||||||
Balance (in shares) | (189,044) | (189,044) | |||||||
Additional paid-in capital [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | $ 234,557,285 | 189,350,409 | 189,186,083 | 189,156,127 | |||||
Vesting of Midco LLC class B units | 5,209,592 | $ 51,865 | 60,593 | 29,956 | $ 27,683 | ||||
Issuance of PIPE | 249,997,500 | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability | 226,939,423 | ||||||||
Issuance of earn out shares to common stockholders | 26,479,800 | ||||||||
Distributions to Janus Midco, LLC unitholders | 541,710,278 | ||||||||
Deferred Tax Asset | 78,290,839 | ||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 10,112,875 | ||||||||
Balance | 244,671,425 | 234,557,285 | 189,350,409 | 189,246,676 | 189,186,083 | 189,156,127 | $ 244,671,425 | 189,246,676 | |
Stock Issued During Period, Value, Conversion of Convertible Securities | 1,265 | ||||||||
Additional paid-in capital [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 234,557,285 | 189,350,409 | |||||||
Vesting of Midco LLC class B units | 5,209,592 | 51,865 | |||||||
Issuance of PIPE | 249,997,500 | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability | 226,939,423 | ||||||||
Issuance of earn out shares to common stockholders | 26,479,800 | ||||||||
Distributions to Janus Midco, LLC unitholders | (541,710,278) | ||||||||
Deferred Tax Asset | 78,290,839 | ||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 10,112,875 | ||||||||
Balance | 244,671,425 | 234,557,285 | 189,350,409 | 244,671,425 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 1,265 | ||||||||
Additional paid-in capital [Member] | Previously Reported | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 231,406,515 | 189,350,409 | |||||||
Vesting of Midco LLC class B units | 2,058,822 | 51,865 | |||||||
Issuance of PIPE | 249,997,500 | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability | 226,939,423 | ||||||||
Issuance of earn out shares to common stockholders | 26,479,800 | ||||||||
Distributions to Janus Midco, LLC unitholders | (541,710,278) | ||||||||
Deferred Tax Asset | 78,290,839 | ||||||||
Balance | 231,407,780 | 231,406,515 | 189,350,409 | 231,407,780 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 1,265 | ||||||||
Additional paid-in capital [Member] | Retroactive application of the recapitalization [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 189,298,544 | 189,128,444 | 189,298,544 | ||||||
Additional paid-in capital [Member] | Retroactive application of the recapitalization [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 189,298,544 | 189,298,544 | |||||||
Additional paid-in capital [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 189,298,544 | 189,128,444 | 189,298,544 | ||||||
Additional paid-in capital [Member] | Revision of Prior Period, Adjustment [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 3,150,770 | 189,298,544 | 189,298,544 | ||||||
Vesting of Midco LLC class B units | 3,150,770 | ||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 10,112,875 | ||||||||
Balance | 13,263,645 | 3,150,770 | 13,263,645 | ||||||
Accumulated Other Comprehensive Income (Loss) [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 46,526 | 83,608 | (227,160) | (5,910,745) | (5,684,170) | (2,152,685) | (227,160) | ||
Cumulative translation adjustment | (1,169,565) | (37,082) | 310,768 | 3,339,777 | (226,575) | (3,531,485) | |||
Balance | (1,123,039) | 46,526 | 83,608 | (2,570,968) | (5,910,745) | (5,684,170) | (1,123,039) | (2,570,968) | |
Accumulated Other Comprehensive Income (Loss) [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 46,526 | 83,608 | (227,160) | (227,160) | |||||
Cumulative translation adjustment | (1,169,565) | (37,082) | 310,768 | ||||||
Balance | (1,123,039) | 46,526 | 83,608 | (1,123,039) | |||||
Accumulated Other Comprehensive Income (Loss) [Member] | Previously Reported | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | 46,526 | 83,608 | (227,160) | (227,160) | |||||
Cumulative translation adjustment | (1,169,565) | (37,082) | 310,768 | ||||||
Balance | (1,123,039) | 46,526 | 83,608 | (1,123,039) | |||||
Accumulated Other Comprehensive Income (Loss) [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | (227,160) | (2,152,685) | (227,160) | ||||||
Accumulated Other Comprehensive Income (Loss) [Member] | Revision of Prior Period, Adjustment [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | (227,160) | (227,160) | |||||||
Accumulated Equity (deficit) [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | (39,354,473) | (33,582,236) | (48,205,174) | (35,458,566) | (46,190,536) | (56,088,082) | (48,205,174) | ||
Distributions to Janus Midco LLC Class A unit holders | (95,883) | (35,797,005) | (285,498) | (54,484) | |||||
Distributions to Class A preferred units | 4,078,090 | ||||||||
Net income | 15,541,623 | (1,694,147) | 14,718,821 | 20,772,994 | 11,017,468 | 9,952,030 | |||
Balance | (23,812,850) | (39,354,473) | (33,582,236) | $ (50,482,577) | $ (35,458,566) | (46,190,536) | (23,812,850) | $ (50,482,577) | |
Accumulated Equity (deficit) [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | (39,354,473) | (33,582,236) | (48,205,174) | (48,205,174) | |||||
Distributions to Janus Midco LLC Class A unit holders | (95,883) | ||||||||
Distributions to Class A preferred units | (4,078,090) | ||||||||
Net income | 15,541,623 | (1,694,147) | 14,718,821 | ||||||
Balance | (23,812,850) | (39,354,473) | (33,582,236) | (23,812,850) | |||||
Accumulated Equity (deficit) [Member] | Previously Reported | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | (36,537,119) | (33,582,236) | (48,205,174) | (48,205,174) | |||||
Distributions to Janus Midco LLC Class A unit holders | (95,883) | ||||||||
Distributions to Class A preferred units | (4,078,090) | ||||||||
Net income | 17,677,742 | 1,123,207 | 14,718,821 | ||||||
Balance | (18,859,377) | (36,537,119) | (33,582,236) | (18,859,377) | |||||
Accumulated Equity (deficit) [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | (48,205,174) | $ (56,088,082) | (48,205,174) | ||||||
Accumulated Equity (deficit) [Member] | Revision of Prior Period, Adjustment [Member] | Transaction Bonus Related To Business Combination | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Balance | (2,817,354) | $ (48,205,174) | (48,205,174) | ||||||
Net income | (2,136,119) | (2,817,354) | |||||||
Balance | $ (4,953,473) | $ (2,817,354) | $ (4,953,473) |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Cash Flows (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 25, 2020 | Sep. 25, 2021 | Sep. 25, 2020 | |
Cash Flows Provided By Operating Activities | ||||
Net income | $ 28,566,297 | $ 41,742,492 | ||
Adjustments to reconcile net income to net cash provided by operating activities | ||||
Depreciation | $ 1,698,618 | $ 1,437,948 | 4,677,954 | 4,270,649 |
Intangible amortization | 8,228,760 | 6,891,585 | 21,851,717 | 20,287,353 |
Deferred finance fee amortization | 2,286,480 | 2,419,061 | ||
Share based compensation | 5,261,869 | 118,270 | ||
Loss on extinguishment of debt | 2,414,854 | (257,545) | ||
Change in fair value of contingent consideration | 0 | (2,875,248) | 686,700 | (2,875,248) |
Loss on sale of assets | 43,091 | 22,595 | ||
Change in fair value of derivative warrant liabilities | (1,270,875) | 657,625 | ||
Undistributed (earnings) losses of affiliate | 75,565 | (12,685) | ||
Deferred income taxes | (767,658) | 237,359 | ||
Changes in operating assets and liabilities | ||||
Accounts receivable | (16,942,650) | 571,872 | ||
Costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings on uncompleted contracts | (12,101,214) | 1,392,227 | ||
Prepaid expenses and other current assets | (4,488,285) | (2,846,461) | ||
Inventory | (18,474,167) | 1,033,221 | ||
Accounts payable | 18,409,091 | 1,011,609 | ||
Other accrued expenses | 28,648,513 | 7,728,116 | ||
Other assets and long-term liabilities | (1,122,519) | 2,068,168 | ||
Net Cash Provided By Operating Activities | 59,683,264 | 76,911,053 | ||
Cash Flows Used In Investing Activities | ||||
Proceeds from sale of equipment | 79,409 | 7,348 | ||
Purchases of property and equipment | (15,930,575) | (4,936,347) | ||
Cash paid for acquisitions, net of cash acquired | (179,713,814) | (4,472,105) | ||
Net Cash Used In Investing Activities | (195,564,980) | (9,401,104) | ||
Cash Flows Provided by (Used In) Financing Activities | ||||
Distributions to Janus Midco LLC unitholders | (4,173,973) | (36,136,986) | ||
Principal payments on long-term debt | (64,824,518) | (6,623,601) | ||
Proceeds from merger | 334,873,727 | |||
Proceeds from PIPE | 250,000,000 | |||
Payments for transaction costs | (44,489,256) | |||
Payments to Janus Midco, LLC unitholders at the business combination | (541,710,278) | |||
Payments for deferred financing fees | (4,320,821) | |||
Cash Provided By (Used In) Financing Activities | 99,706,949 | (46,683,858) | ||
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 141,720 | (1,003,090) | ||
Net (Decrease) Increase in Cash and Cash Equivalents | (36,033,047) | 19,823,001 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning Balance | 45,254,655 | 39,728,599 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 9,221,607 | $ 19,905,598 | 9,221,607 | 19,905,598 |
Supplemental Cash Flows Information | ||||
Income taxes paid | 1,509,592 | 848,831 | ||
Proceeds from Long-term Lines of Credit | 19,350,803 | |||
Proceeds from Issuance of Other Long-term Debt | 155,000,000 | |||
Proceeds from Warrant Exercises | 1,265 | |||
Payment for Contingent Consideration Liability, Financing Activities | $ (3,923,271) | |||
Transaction Bonus Related To Business Combination | ||||
Cash Flows Provided By Operating Activities | ||||
Net income | 28,566,297 | |||
Adjustments to reconcile net income to net cash provided by operating activities | ||||
Depreciation | 4,677,954 | |||
Intangible amortization | 21,851,717 | |||
Deferred finance fee amortization | 2,286,480 | |||
Share based compensation | 5,261,869 | |||
Loss on extinguishment of debt | 2,414,854 | |||
Change in fair value of contingent consideration | 0 | 686,700 | ||
Loss on sale of assets | 43,091 | |||
Change in fair value of derivative warrant liabilities | (1,270,875) | 657,625 | ||
Undistributed (earnings) losses of affiliate | 75,565 | |||
Deferred income taxes | (767,658) | |||
Changes in operating assets and liabilities | ||||
Accounts receivable | (16,942,650) | |||
Costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings on uncompleted contracts | (12,101,214) | |||
Prepaid expenses and other current assets | (4,488,285) | |||
Inventory | (18,474,167) | |||
Accounts payable | 18,409,091 | |||
Other accrued expenses | 28,648,513 | |||
Other assets and long-term liabilities | (1,122,518) | |||
Net Cash Provided By Operating Activities | 59,683,264 | |||
Cash Flows Used In Investing Activities | ||||
Proceeds from sale of equipment | 79,409 | |||
Purchases of property and equipment | (15,930,575) | |||
Cash paid for acquisitions, net of cash acquired | (179,713,814) | |||
Net Cash Used In Investing Activities | (195,564,980) | |||
Cash Flows Provided by (Used In) Financing Activities | ||||
Distributions to Janus Midco LLC unitholders | (4,173,973) | |||
Principal payments on long-term debt | (64,824,518) | |||
Proceeds from merger | 334,873,727 | |||
Proceeds from PIPE | 250,000,000 | |||
Payments for transaction costs | (44,489,256) | |||
Payments to Janus Midco, LLC unitholders at the business combination | (541,710,278) | |||
Payments for deferred financing fees | (4,320,821) | |||
Cash Provided By (Used In) Financing Activities | 99,706,948 | |||
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 141,720 | |||
Net (Decrease) Increase in Cash and Cash Equivalents | (36,033,048) | |||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning Balance | 45,254,655 | |||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 9,221,607 | 9,221,607 | ||
Supplemental Cash Flows Information | ||||
Interest paid | 19,226,554 | |||
Income taxes paid | 1,509,592 | |||
Proceeds from Long-term Lines of Credit | 19,350,803 | |||
Proceeds from Issuance of Other Long-term Debt | 155,000,000 | |||
Proceeds from Warrant Exercises | 1,265 | |||
Payment for Contingent Consideration Liability, Financing Activities | 0 | |||
Previously Reported | Transaction Bonus Related To Business Combination | ||||
Cash Flows Provided By Operating Activities | ||||
Net income | 33,519,770 | |||
Adjustments to reconcile net income to net cash provided by operating activities | ||||
Depreciation | 4,677,954 | |||
Intangible amortization | 21,851,717 | |||
Deferred finance fee amortization | 2,286,480 | |||
Share based compensation | 2,111,099 | |||
Loss on extinguishment of debt | 2,414,854 | |||
Change in fair value of contingent consideration | 0 | 686,700 | ||
Loss on sale of assets | 43,091 | |||
Change in fair value of derivative warrant liabilities | (3,552,500) | (1,624,000) | ||
Undistributed (earnings) losses of affiliate | 75,565 | |||
Deferred income taxes | (767,658) | |||
Changes in operating assets and liabilities | ||||
Accounts receivable | (16,942,650) | |||
Costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings on uncompleted contracts | (12,101,214) | |||
Prepaid expenses and other current assets | (4,488,285) | |||
Inventory | (18,474,167) | |||
Accounts payable | 18,409,091 | |||
Other accrued expenses | 29,127,435 | |||
Other assets and long-term liabilities | (1,122,518) | |||
Net Cash Provided By Operating Activities | 59,683,264 | |||
Cash Flows Used In Investing Activities | ||||
Proceeds from sale of equipment | 79,409 | |||
Purchases of property and equipment | (15,930,575) | |||
Cash paid for acquisitions, net of cash acquired | (179,713,814) | |||
Net Cash Used In Investing Activities | (195,564,980) | |||
Cash Flows Provided by (Used In) Financing Activities | ||||
Distributions to Janus Midco LLC unitholders | (4,173,973) | |||
Principal payments on long-term debt | (64,824,518) | |||
Proceeds from merger | 334,873,727 | |||
Proceeds from PIPE | 250,000,000 | |||
Payments for transaction costs | (44,489,256) | |||
Payments to Janus Midco, LLC unitholders at the business combination | (541,710,278) | |||
Payments for deferred financing fees | (4,320,821) | |||
Cash Provided By (Used In) Financing Activities | 99,706,948 | |||
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 141,720 | |||
Net (Decrease) Increase in Cash and Cash Equivalents | (36,033,048) | |||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning Balance | 45,254,655 | |||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 9,221,607 | 9,221,607 | ||
Supplemental Cash Flows Information | ||||
Interest paid | 19,226,554 | |||
Income taxes paid | 1,509,592 | |||
Proceeds from Long-term Lines of Credit | 19,350,803 | |||
Proceeds from Issuance of Other Long-term Debt | 155,000,000 | |||
Proceeds from Warrant Exercises | 1,265 | |||
Payment for Contingent Consideration Liability, Financing Activities | 0 | |||
Revision of Prior Period, Adjustment [Member] | Transaction Bonus Related To Business Combination | ||||
Cash Flows Provided By Operating Activities | ||||
Net income | (4,953,473) | |||
Adjustments to reconcile net income to net cash provided by operating activities | ||||
Share based compensation | 3,150,770 | |||
Change in fair value of derivative warrant liabilities | $ 2,281,625 | 2,281,625 | ||
Changes in operating assets and liabilities | ||||
Other accrued expenses | $ (478,922) |
Inventories - Summary Of Major
Inventories - Summary Of Major Components Of Inventories (Detail) - USD ($) | Sep. 25, 2021 | Dec. 26, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 38,852,320 | $ 17,431,731 |
Work-in-process | 838,389 | 637,109 |
Finished goods | 13,140,028 | 7,212,681 |
Inventory, Net | $ 52,830,737 | $ 25,281,521 |
Property and Equipment - Summar
Property and Equipment - Summary Of Property, Equipment, and Other Fixed Assets (Detail) - USD ($) | Sep. 25, 2021 | Dec. 26, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 68,472,473 | $ 45,189,877 |
Less accumulated depreciation | (18,685,910) | (14,219,370) |
Property, plant and equipment, net | 49,786,563 | 30,970,507 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,501,295 | 3,361,295 |
Manufacturing machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 34,913,905 | 26,446,933 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,204,632 | 5,127,065 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,127,210 | 2,170,193 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 12,725,431 | $ 8,084,391 |
Acquired Intangible Assets an_3
Acquired Intangible Assets and Goodwill - Summary Of Intangible Assets Net (Detail) - USD ($) | 9 Months Ended | |
Sep. 25, 2021 | Dec. 26, 2020 | |
Intangible Assets | ||
Total Gross Carrying Amount | $ 580,222,682 | $ 525,278,021 |
Accumulated Amortization | 134,543,861 | 112,820,350 |
Customer relationships | ||
Intangible Assets | ||
Gross Carrying Amount | 410,021,868 | 380,862,639 |
Accumulated Amortization | $ 90,682,225 | 71,390,241 |
Average Remaining Life in Years | 12 years | |
Noncompete agreements | ||
Intangible Assets | ||
Gross Carrying Amount | $ 411,010 | 412,949 |
Accumulated Amortization | $ 238,732 | 151,028 |
Average Remaining Life in Years | 6 years | |
Tradenames and trademarks | ||
Intangible Assets | ||
Tradenames and trademarks | $ 107,958,402 | 85,597,528 |
Other intangibles | ||
Intangible Assets | ||
Gross Carrying Amount | 61,831,402 | 58,404,905 |
Accumulated Amortization | $ 43,622,904 | $ 41,279,081 |
Average Remaining Life in Years | 6 years |
Acquired Intangible Assets an_4
Acquired Intangible Assets and Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 25, 2021 | Sep. 25, 2020 | Sep. 25, 2021 | Sep. 25, 2020 | Dec. 26, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Intangible assets gross, foreign currency translation gain loss | $ 369,000 | $ 997,000 | |||
Intangible Amortization | $ 8,229,000 | $ 6,892,000 | $ 21,852,000 | $ 20,287,000 |
Acquired Intangible Assets an_5
Acquired Intangible Assets and Goodwill - Summary Of Changes In The Carrying Amounts Of Goodwill (Detail) | 9 Months Ended |
Sep. 25, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balances | $ 259,422,822 |
Goodwill acquired during the period | 110,641,756 |
Changes due to foreign currency fluctuations | (457,380) |
Ending balance | $ 369,607,198 |
Accrued Expenses - Summary Of A
Accrued Expenses - Summary Of Accrued Expenses (Detail) - USD ($) | Sep. 25, 2021 | Dec. 26, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Sales tax payable | $ 2,132,147 | $ 1,324,696 |
Interest payable | 6,576,691 | 4,832,590 |
Contingent consideration payable - short term | 4,000,000 | 4,000,000 |
Other accrued liabilities | 1,998,182 | 5,294,414 |
Employee compensation | 10,088,860 | 6,090,304 |
Customer deposits and allowances | 25,179,906 | 10,780,783 |
Other | 11,755,227 | 4,841,840 |
Total | $ 61,731,013 | $ 37,164,627 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) - USD ($) | Sep. 25, 2021 | Dec. 26, 2020 |
Accrued Liabilities Current [Member] | ||
Deferred transaction costs | $ 0 | $ 3,337,000 |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Detail) - USD ($) | Feb. 12, 2018 | Sep. 25, 2021 | Sep. 25, 2020 | Dec. 26, 2020 |
Line of Credit Facility [Line Items] | ||||
Line of credit facility, Outstanding amount | $ 19,350,803 | |||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, Maximum borrowing capacity | $ 50,000,000 | |||
Line of credit facility, Interest rate description | The interest rate on the facility is based on a base rate, unless a LIBOR Rate option is chosen by the Company. If the LIBOR Rate is elected, the interest computation is equal to the LIBOR Rate plus the LIBOR Rate Margin. If the Base Rate is elected, the interest computation is equal to the Base Rate plus the Base Rate Margin. | |||
Line of credit facility, Interest rate during period | 3.50% | 3.50% | ||
Line of credit facility, Collateral | The line of credit is collateralized by accounts receivable and inventories. | |||
Deferred loan costs | $ 1,483,000 | |||
Unamortized portion of deferred loan costs | 740,000 | $ 448,000 | ||
Line of credit facility, Outstanding amount | $ 19,350,803 | $ 0 |
Long Term Debt - Summary of Lon
Long Term Debt - Summary of Long-term Debt Instruments (Detail) - USD ($) | Sep. 25, 2021 | Feb. 05, 2021 | Dec. 26, 2020 | Jul. 21, 2020 | Aug. 09, 2019 | Mar. 01, 2019 | Feb. 12, 2018 |
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 726,506,166 | $ 636,238,000 | |||||
Less unamortized deferred finance fees | 11,467,679 | 12,110,329 | |||||
Less current maturities | 8,111,212 | 6,523,417 | |||||
Note payable - First Lien | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | 0 | 562,363,000 | $ 573,000,000 | $ 470,000,000 | |||
Less unamortized deferred finance fees | 10,304,000 | ||||||
Total long-term debt | 706,927,275 | 617,604,254 | |||||
Note payable - First Lien B2 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | 0 | 73,875,000 | $ 106,000,000 | $ 75,000,000 | |||
Less unamortized deferred finance fees | 1,806,000 | ||||||
Note payable - Amendment No. 4 First Lien | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | 726,413,482 | $ 634,607,000 | 0 | ||||
Notes payable - Auto Loans | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 92,684 | $ 93,000 | $ 0 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Detail) - USD ($) | Sep. 25, 2021 | Jun. 26, 2021 | Jun. 07, 2021 | Feb. 05, 2021 | Jul. 21, 2020 | Mar. 01, 2019 | Sep. 25, 2021 | Sep. 25, 2020 | Sep. 25, 2021 | Sep. 25, 2020 | Dec. 26, 2020 | Aug. 18, 2021 | Aug. 09, 2019 | Feb. 12, 2018 |
Long-term Debt, Gross | $ 726,506,166 | $ 726,506,166 | $ 726,506,166 | $ 636,238,000 | ||||||||||
Gain (Loss) on Extinguishment of Debt | (2,414,854) | $ 257,545 | ||||||||||||
Unamortized debt issuance costs | 11,467,679 | 11,467,679 | 11,467,679 | 12,110,329 | ||||||||||
Repayments of Long-term Debt | 64,824,518 | 6,623,601 | ||||||||||||
Long-term Line of Credit | 19,350,803 | 19,350,803 | 19,350,803 | |||||||||||
Amortization of Debt Issuance Costs and Discounts | 800,000 | $ 2,286,000 | 810,000 | $ 2,419,000 | ||||||||||
Note payable - First Lien | ||||||||||||||
Long-term Debt, Gross | 0 | $ 573,000,000 | 0 | 0 | $ 562,363,000 | $ 470,000,000 | ||||||||
Debt Instrument, Repurchased Face Amount | 1,989,000 | |||||||||||||
Repayment of debt discount | 258,000 | |||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 258,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |||||||||||||
Unamortized debt issuance costs | $ 10,304,000 | |||||||||||||
Note payable - First Lien B2 | ||||||||||||||
Long-term Debt, Gross | 0 | $ 75,000,000 | 0 | 0 | 73,875,000 | $ 106,000,000 | ||||||||
Unamortized debt issuance costs | $ 1,806,000 | |||||||||||||
Debt Instrument debt periodic repayment percent | 0.25% | |||||||||||||
Debt Instrument, Maturity Date | Feb. 12, 2025 | |||||||||||||
Debt Instrument, Interest Rate During Period | 5.50% | |||||||||||||
Note payable - Amendment No. 4 First Lien | ||||||||||||||
Long-term Debt, Gross | $ 726,413,482 | $ 634,607,000 | 726,413,482 | 726,413,482 | $ 0 | |||||||||
Debt Instrument debt periodic repayment percent | 0.25% | |||||||||||||
Debt Instrument, Maturity Date | Feb. 12, 2025 | |||||||||||||
Notes Payable - Amendment No.4 First Lien | ||||||||||||||
Long-term Debt, Gross | $ 726,413,000 | $ 155,000,000 | ||||||||||||
Debt Instrument, Interest Rate During Period | 4.25% | |||||||||||||
Notes Payable, Other Payables | ||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,421,000 | $ 994,000 | ||||||||||||
Unamortized debt issuance costs | $ 11,468,000 | 11,468,000 | 11,468,000 | |||||||||||
Repayments of Long-term Debt | $ 61,600,000 | |||||||||||||
Letter of Credit | ||||||||||||||
Long-term Line of Credit | 400,000 | 400,000 | 400,000 | 295,000 | ||||||||||
Notes payable - Auto Loans | ||||||||||||||
Long-term Debt, Gross | $ 92,684 | $ 93,000 | $ 92,684 | 92,684 | $ 0 | |||||||||
Notes payable - Auto Loans | Minimum | ||||||||||||||
Debt Instrument, Interest Rate During Period | 4.29% | |||||||||||||
Debt Instrument, Periodic Payment | $ 400 | |||||||||||||
Notes payable - Auto Loans | Maximum | ||||||||||||||
Debt Instrument, Interest Rate During Period | 8.35% | |||||||||||||
Debt Instrument, Periodic Payment | $ 1,200 |
Long Term Debt - Summary of Mat
Long Term Debt - Summary of Maturities of Long-term Debt (Detail) - USD ($) | Sep. 25, 2021 | Dec. 26, 2020 |
Maturities of Long-term Debt [Abstract] | ||
2021 | $ 2,029,869 | |
2022 | 8,106,224 | |
2023 | 8,090,601 | |
2024 | 6,063,807 | |
2025 | 702,215,665 | |
Total | $ 726,506,166 | $ 636,238,000 |
Business Combination - Addition
Business Combination - Additional information (Detail) - USD ($) | Aug. 31, 2021 | Jun. 07, 2021 | Jan. 19, 2021 | Sep. 25, 2021 | Sep. 25, 2021 | Sep. 25, 2020 | Dec. 26, 2020 |
Business Acquisition [Line Items] | |||||||
Share based compensation | $ 5,261,869 | $ 118,270 | |||||
Business Combination,Goodwill | $ 369,607,198 | 369,607,198 | $ 259,422,822 | ||||
Business Combination,Liabilities Assumed | $ (4,000) | ||||||
Access Control Technologies, LLC Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | 10,733,000 | ||||||
Business Combination, Acquisition Related Costs | 284,000 | $ 284,000 | |||||
Weighted average amortization period of acquired intangibles | 8 years 9 months 18 days | ||||||
DBCI, LLC Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | 169,173,000 | ||||||
Business Combination, Acquisition Related Costs | $ 2,685,000 | $ 2,685,000 | |||||
Weighted average amortization period of acquired intangibles | 7 years 10 months 24 days | ||||||
Janus Midco, LLC unitholders | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 1,200,000,000 | ||||||
Payments to Acquire Businesses, Gross | $ 541,700,000 | ||||||
Equity Interest Issued or Issuable, Number of Shares | 70,270,400 | ||||||
Business Acquisition, Share Price | $ 10 | ||||||
Consideration Transferred, Equity Interests Issued and Issuable | $ 702,700,000 | ||||||
Business combination incremental costs | $ 44,500,000 | ||||||
Business Combination, Acquisition Related Costs | 4,468,000 | ||||||
Share based compensation | $ 5,210,000 | ||||||
GM StorMore Pty Ltd | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 1,739,000 | ||||||
Business Combination, Acquisition Related Costs | $ 105,000 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Business Combination,Intangible Assets | $ 814,000 | ||||||
Business Combination,Goodwill | $ 929,000 | ||||||
Weighted average amortization period of acquired intangibles | 11 years 7 months 6 days | ||||||
Access Control Technologies, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 10,733,460 | ||||||
Payments to Acquire Businesses, Gross | $ 9,383,460 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Business Combination,Intangible Assets | $ 4,200,000 | ||||||
Business Combination,Goodwill | 6,985,815 | ||||||
Business Combination, Contingent Consideration, Liability | $ 1,350,000 | ||||||
Sponsor [Member] | Janus Midco, LLC unitholders | |||||||
Business Acquisition [Line Items] | |||||||
Stock Issued During Period, Shares, Acquisitions | 2,000,000 | ||||||
PIPE Investors | Janus Midco, LLC unitholders | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Share Price | $ 10 | ||||||
Stock Issued During Period, Shares, Acquisitions | 25,000,000 | ||||||
Share Price | $ 10 | ||||||
Director | Janus Midco, LLC unitholders | |||||||
Business Acquisition [Line Items] | |||||||
Stock Issued During Period, Shares, Acquisitions | 1,000,000 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) | Aug. 31, 2021 | Aug. 17, 2021 | Sep. 25, 2021 | Dec. 26, 2020 |
Recognized amounts of identifiable liabilities assumed | ||||
Goodwill | $ 369,607,198 | $ 259,422,822 | ||
Access Control Technologies, LLC | ||||
Fair Value of Consideration Transferred | ||||
Payments to Acquire Businesses, Gross | $ 9,383,460 | |||
Business Combination, Contingent Consideration, Liability | 1,350,000 | |||
Business Combination, Consideration Transferred | 10,733,460 | |||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Cash | 169,485 | |||
Accounts receivable | 1,100,533 | |||
Other current assets | 102,521 | |||
Property and equipment | 196,561 | |||
Recognized amounts of identifiable liabilities assumed | ||||
Accounts payable | (473,353) | |||
Accrued expenses | (152,191) | |||
Other liabilities | (1,395,911) | |||
Total identifiable net assets | 3,747,645 | |||
Goodwill | 6,985,815 | |||
Access Control Technologies, LLC | Trademark | ||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Identifiable intangible assets | 1,450,000 | |||
Access Control Technologies, LLC | Customer Relationships [Member] | ||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Identifiable intangible assets | 2,470,000 | |||
Access Control Technologies, LLC | Backlog | ||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Identifiable intangible assets | $ 280,000 | |||
DBCI, LLC | ||||
Fair Value of Consideration Transferred | ||||
Payments to Acquire Businesses, Gross | $ 169,172,537 | |||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Cash | 207,655 | |||
Accounts receivable | 8,501,810 | |||
Inventories | 9,075,049 | |||
Property and equipment | 7,802,720 | |||
Other assets | 29,280 | |||
Recognized amounts of identifiable liabilities assumed | ||||
Accounts payable | (8,011,998) | |||
Accrued expenses | (571,375) | |||
Other liabilities | (887,271) | |||
Total identifiable net assets | 66,445,870 | |||
Goodwill | 102,726,667 | |||
DBCI, LLC | Trademark | ||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Identifiable intangible assets | 20,850,000 | |||
DBCI, LLC | Customer Relationships [Member] | ||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Identifiable intangible assets | 26,320,000 | |||
DBCI, LLC | Backlog | ||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Identifiable intangible assets | $ 3,130,000 |
Business Combinations - Asset_2
Business Combinations - Assets Acquired (Details) - USD ($) | Aug. 31, 2021 | Aug. 17, 2021 |
Access Control Technologies, LLC | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | $ 4,200,000 | |
Access Control Technologies, LLC | Trademark | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived assets acquired | 1,450,000 | |
Access Control Technologies, LLC | Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite lived assets acquired | $ 2,470,000 | |
Average remaining life in years | 15 years | |
Access Control Technologies, LLC | Backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite lived assets acquired | $ 280,000 | |
Average remaining life in years | 3 months | |
DBCI, LLC | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | $ 50,300,000 | |
DBCI, LLC | Trademark | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived assets acquired | 20,850,000 | |
DBCI, LLC | Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite lived assets acquired | $ 26,320,000 | |
Average remaining life in years | 15 years | |
DBCI, LLC | Backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite lived assets acquired | $ 3,130,000 | |
Average remaining life in years | 4 months |
Business Combinations - Pro For
Business Combinations - Pro Forma (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 25, 2020 | Sep. 25, 2021 | Sep. 25, 2020 | |
Access Control Technologies, LLC | ||||
Business Acquisition [Line Items] | ||||
Revenue | $ 981,976 | |||
Net Income (Loss) | 26,038 | |||
DBCI, LLC | ||||
Business Acquisition [Line Items] | ||||
Revenue | $ 8,456,455 | |||
Net Income (Loss) | 565,265 | |||
Revenue | 199,314,429 | $ 160,977,239 | 574,135,446 | $ 468,372,347 |
Net Income (Loss) | $ 17,097,308 | $ 19,848,627 | $ 35,272,653 | $ 43,221,338 |
Equity Incentive Plan and Uni_2
Equity Incentive Plan and Unit Option Plan - Additional information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 25, 2021 | Sep. 25, 2021 | Sep. 25, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Award, Options, Grants in Period, Gross | 0 | ||
Share-based Payment Award, Options, vested in Period, Gross | 4,012,873 | ||
Share-based Payment Arrangement, Noncash Expense | $ 5,261,869 | $ 118,270 | |
General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Arrangement, Noncash Expense | $ 5,200,000 | $ 5,200,000 | |
Member Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Award, Options, vested in Period, Gross | 16,079 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional information (Detail) - USD ($) | Jun. 26, 2021 | Jun. 07, 2021 | Aug. 19, 2019 | Jun. 26, 2021 | Sep. 25, 2021 |
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 825,000,000 | ||||
Common stock, Par value | $ 0.0001 | ||||
Common Stock, Shares, Outstanding | 138,384,250 | 138,384,250 | |||
Stock Issued During Period, Value, New Issues | $ 250,000,000 | ||||
The Sponsor | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Outstanding | 10,150,000 | 7,912,500 | |||
The Sponsor | Public Placement Warrants | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Outstanding | 2,237,500 | ||||
Private Placement | |||||
Class of Stock [Line Items] | |||||
Number of warrants issued | 10,150,000 | ||||
Warrants issue price | $ 1 | ||||
Number of warrants issued value | $ 10,150,000 | ||||
Number of warrants transferred | 5,075,000 | ||||
Private Placement | The Sponsor | Warrant | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||
Warrant | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Outstanding | 17,249,995 | 19,487,495 | |||
PIPE Investors | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares, Outstanding | 25,000,000 | ||||
Janus Midco, LLC unitholders | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares, Outstanding | 70,270,400 | ||||
Business Acquisition, Share Price | $ 10 | ||||
Janus Midco, LLC unitholders | PIPE Investors | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability, shares | 25,000,000 | ||||
Business Acquisition, Share Price | $ 10 | ||||
Share Price | $ 10 | ||||
Janus Midco, LLC unitholders | Director | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability, shares | 1,000,000 | ||||
Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Conversion Basis | 343.983 | ||||
Common Class B | |||||
Class of Stock [Line Items] | |||||
Common Stock, Conversion Basis | 249.585 | ||||
Stock Issued During Period, Value, Issued for Services | 8,625,000 | ||||
Stock Issued During Period, Value, New Issues | $ 25,000 | ||||
Common Class B | The Sponsor | |||||
Class of Stock [Line Items] | |||||
Share Price | $ 0.003 | ||||
Common Class A | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Value, New Issues | $ 2,000,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Stock Holdings (Detail) - shares | Sep. 25, 2021 | Jun. 07, 2021 |
Class of Stock [Line Items] | ||
Common stock, Shares outstanding | 138,384,250 | 138,384,250 |
Percent of shares outstanding | 100.00% | |
Janus Midco, LLC unitholders | ||
Class of Stock [Line Items] | ||
Common stock, Shares outstanding | 70,270,400 | |
Percent of shares outstanding | 50.80% | |
Public stockholders | ||
Class of Stock [Line Items] | ||
Common stock, Shares outstanding | 43,113,850 | |
Percent of shares outstanding | 31.20% | |
PIPE Investors | ||
Class of Stock [Line Items] | ||
Common stock, Shares outstanding | 25,000,000 | |
Percent of shares outstanding | 18.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 25, 2020 | Sep. 25, 2021 | Sep. 25, 2020 | Dec. 26, 2020 | |
Management fees paid | $ 0 | $ 1,632,000 | $ 1,124,000 | $ 5,241,000 | |
Management fees accrued and unpaid | 0 | 0 | $ 869,000 | ||
Related party sales | 0 | 0 | 0 | 0 | |
Janus Butler, LLC | |||||
Related party rent paid | 37,000 | 123,000 | 37,000 | 109,000 | |
Lease Monthly Payments | $ 13,000 | ||||
Lease annual escalation | 1.50% | ||||
Janus International, LLC | |||||
Related party rent paid | 114,000 | 112,000 | $ 343,000 | 335,000 | |
Lease Monthly Payments | $ 38,000 | ||||
Lease annual escalation | 2.50% | ||||
French Real Estate Investments, LLC | |||||
Related party rent paid | 26,000 | 26,000 | $ 79,000 | 79,000 | |
Lease Monthly Payments | 9,000 | ||||
ASTA Investment, LLC | |||||
Related party rent paid | $ 201,000 | $ 197,000 | 599,000 | $ 425,000 | |
Lease Monthly Payments | 66,000 | ||||
Lease annual escalation | 2.00% | ||||
BSU Management, Ltd | |||||
Related party rent paid | $ 20,000 | 20,000 | |||
Lease Monthly Payments | 20,000 | ||||
Lease annual escalation | 1.50% | ||||
Related Party Security Deposit | $ 20,000 | $ 20,000 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Contract balances (Detail) | Sep. 25, 2021USD ($) |
Change in Contract with Customer, Asset and Liability [Abstract] | |
Contract assets, beginning of the period | $ 11,398,934 |
Contract assets, end of the period | 23,602,670 |
Contract liabilities, beginning of the period | 21,525,319 |
Contract liabilities, end of the period | $ 25,759,923 |
Revenue Recognition - Additiona
Revenue Recognition - Additional information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 25, 2021 | Sep. 25, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with Customer, Liability, Revenue Recognized | $ 848,000 | $ 17,780,000 |
Contract with Customer, Liability increase due to sales | $ 22,015,000 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 25, 2020 | Sep. 25, 2021 | Sep. 25, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 187,789,925 | $ 140,339,058 | $ 514,796,582 | $ 400,382,475 |
Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | (9,153,517) | (4,779,232) | (23,831,481) | (11,629,860) |
Janus North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 179,119,107 | 132,497,623 | 489,898,771 | 379,847,374 |
Janus North America | Self Storage-New Construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 54,506,607 | 67,675,747 | 157,120,551 | 184,898,993 |
Janus North America | Self Storage-R3 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 57,141,059 | 30,663,566 | 151,563,398 | 98,645,228 |
Janus North America | Commercial and Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 67,471,441 | 34,158,310 | 181,214,822 | 96,303,153 |
Janus North America | Goods transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 154,631,784 | 110,370,452 | 414,713,892 | 310,647,036 |
Janus North America | Services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 24,487,323 | 22,127,171 | 75,184,879 | 69,200,338 |
Janus International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 17,824,335 | 12,620,667 | 48,729,292 | 32,164,961 |
Janus International | Self Storage-New Construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 12,435,987 | 7,874,084 | 34,186,904 | 19,903,835 |
Janus International | Self Storage-R3 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 5,388,348 | 4,692,451 | 14,542,388 | 12,206,994 |
Janus International | Commercial and Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | 54,132 | 0 | 54,132 |
Janus International | Goods transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 10,191,505 | 7,920,469 | 27,039,893 | 18,031,237 |
Janus International | Services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 7,632,830 | $ 4,700,198 | $ 21,689,399 | $ 14,133,724 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Jun. 26, 2021 | Sep. 25, 2021 | Sep. 25, 2020 | Sep. 25, 2021 | Sep. 25, 2020 |
Income Tax Disclosure [Abstract] | |||||
Percentage of ownership in the joint venture used to determine taxable income or loss reflected in the income tax returns | 45.00% | ||||
Provision for Income Taxes | $ 3,382,000 | $ 284,000 | $ 5,787,000 | $ 1,055,000 | |
Income loss before income taxes | $ 18,923,000 | $ 21,057,000 | $ 34,353,000 | $ 42,797,000 | |
Effective tax rate | 17.90% | 1.30% | 16.80% | 2.50% |
Net Income Per Share - Summary
Net Income Per Share - Summary Of Earnings Per Shares, Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 25, 2020 | Sep. 25, 2021 | Sep. 25, 2020 | |
Numerator: | ||||
Net income attributable to common stockholders | $ 15,541,623 | $ 20,772,994 | $ 28,566,297 | $ 41,742,492 |
Weighted average number of shares: | ||||
Basic | 138,384,284 | 65,875,152 | 95,179,726 | 65,773,907 |
Adjustment for Warrants - Treasury stock method | 4,456,508 | 0 | 2,648,654 | 0 |
Diluted | 142,840,792 | 65,875,152 | 97,828,380 | 65,773,907 |
Basic net income per share attributable to common stockholders | $ 0.11 | $ 0.32 | $ 0.30 | $ 0.63 |
Diluted net income per share attributable to common stockholders | $ 0.10 | $ 0.32 | $ 0.30 | $ 0.63 |
Segments Information - Addition
Segments Information - Additional Information (Detail) | Jun. 26, 2021 | Sep. 25, 2021Segments |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Segments Information - Summary
Segments Information - Summary of Financial Information for the Company's Segments (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 25, 2020 | Sep. 25, 2021 | Sep. 25, 2020 | Dec. 26, 2020 | |
Revenue | |||||
Consolidated Revenue | $ 187,789,925 | $ 140,339,058 | $ 514,796,582 | $ 400,382,475 | |
Income From Operations | |||||
Total Segment Operating Income | 25,225,180 | 29,506,976 | 60,663,994 | 69,826,031 | |
Depreciation Expense | |||||
Consolidated Depreciation Expense | 1,698,618 | 1,437,948 | 4,677,954 | 4,270,649 | |
Amortization of Intangible Assets | |||||
Consolidated Amortization Expense | 8,228,760 | 6,891,585 | 21,851,717 | 20,287,353 | |
Identifiable Assets | |||||
Consolidated Assets | 1,130,374,999 | 1,130,374,999 | $ 873,478,745 | ||
Intersegment | |||||
Revenue | |||||
Consolidated Revenue | (9,153,516) | (4,779,233) | (23,831,481) | (11,629,860) | |
Income From Operations | |||||
Total Segment Operating Income | 24,061 | 35,837 | 48,796 | 90,566 | |
Janus North America | Reportable geographical components | |||||
Revenue | |||||
Consolidated Revenue | 179,119,107 | 132,497,623 | 489,898,771 | 379,847,374 | |
Income From Operations | |||||
Total Segment Operating Income | 24,381,786 | 28,108,223 | 64,878,335 | 67,754,630 | |
Depreciation Expense | |||||
Consolidated Depreciation Expense | 1,590,238 | 1,329,258 | 4,357,148 | 3,960,580 | |
Amortization of Intangible Assets | |||||
Consolidated Amortization Expense | 7,876,571 | 6,415,681 | 20,692,679 | 19,244,828 | |
Identifiable Assets | |||||
Consolidated Assets | 1,074,290,055 | 1,074,290,055 | 820,259,539 | ||
Janus International | Reportable geographical components | |||||
Revenue | |||||
Consolidated Revenue | 17,824,334 | 12,620,668 | 48,729,292 | 32,164,961 | |
Income From Operations | |||||
Total Segment Operating Income | 819,333 | 1,362,916 | (4,263,137) | 1,980,835 | |
Depreciation Expense | |||||
Consolidated Depreciation Expense | 108,380 | 108,690 | 320,806 | 310,069 | |
Amortization of Intangible Assets | |||||
Consolidated Amortization Expense | 352,189 | $ 475,904 | 1,159,038 | $ 1,042,525 | |
Identifiable Assets | |||||
Consolidated Assets | $ 56,084,944 | $ 56,084,944 | $ 53,219,206 |
Significant Estimates and Con_2
Significant Estimates and Concentrations - Additional Information (Detail) - USD ($) | Sep. 25, 2021 | Dec. 26, 2020 |
Workers Compensation Insurance Program | Workers Compensation Insurance Claims | ||
Significant Estimates And Concentrations [Line Items] | ||
Loss contingency, stated amount | $ 200,000 | $ 200,000 |
Loss contingency, estimate of possible loss | 246,000 | 391,000 |
Health Insurance Program | Insurance Claims | ||
Significant Estimates And Concentrations [Line Items] | ||
Loss contingency, stated amount | 250,000 | 250,000 |
Loss contingency, estimate of possible loss | $ 793,000 | $ 916,000 |