Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 02, 2022 | Aug. 12, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 02, 2022 | |
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 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | JBI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 146,639,377 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Central Index Key | 0001839839 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 40,718 | $ 13,192 |
Accounts receivable, less allowance for credit losses; $6,607 and $5,449, at July 2, 2022 and January 1, 2022, respectively | 132,531 | 107,372 |
Costs and estimated earnings in excess of billing on uncompleted contracts | 21,715 | 23,121 |
Inventory, net | 66,769 | 56,596 |
Prepaid expenses | 8,211 | 9,843 |
Other current assets | 3,288 | 4,057 |
Total current assets | 273,232 | 214,181 |
Right-of-use assets, net | 40,535 | 0 |
Property and equipment, net | 42,557 | 41,607 |
Tradename and trademarks | 107,403 | 107,980 |
Goodwill | 368,085 | 369,286 |
Deferred tax asset, net | 60,005 | 58,915 |
Other assets, net | 1,825 | 1,973 |
Total assets | 1,205,539 | 1,122,002 |
Current Liabilities | ||
Accounts payable | 56,425 | 54,961 |
Billing in excess of costs and estimated earnings on uncompleted contracts | 26,084 | 23,207 |
Current maturities of long-term debt | 8,229 | 8,067 |
Other accrued liabilities | 65,958 | 54,111 |
Total current liabilities | 156,696 | 140,346 |
Line of credit | 0 | 6,369 |
Long-term debt, net | 701,883 | 703,718 |
Deferred tax liability, net | 1,827 | 749 |
Other long-term liabilities | 37,620 | 2,533 |
Total liabilities | 898,026 | 853,715 |
STOCKHOLDERS’ EQUITY | ||
Common Stock, 825,000,000 shares authorized, $.0001 par value, 146,639,377 and 146,561,717 shares issued and outstanding at July 2, 2022 and January 1, 2022, respectively | 15 | 15 |
Additional paid-in capital | 279,309 | 277,799 |
Accumulated other comprehensive loss | (4,850) | (949) |
Accumulated surplus (deficit) | 33,039 | (8,578) |
Total stockholders’ equity | 307,513 | 268,287 |
Total liabilities and stockholders’ equity | 1,205,539 | 1,122,002 |
Customer relationships, net | ||
Current Assets | ||
Customer relationships, net | 296,779 | 312,199 |
Other intangibles | ||
Current Assets | ||
Customer relationships, net | $ 15,118 | $ 15,861 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 6,607 | $ 5,449 |
Common stock, shares authorized (in shares) | 825,000,000 | 825,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 146,639,377 | 146,561,717 |
Common stock, shares outstanding (in shares) | 146,639,377 | 146,561,717 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jun. 26, 2021 | Jul. 02, 2022 | Jun. 26, 2021 | |
REVENUE | ||||
Total revenue | $ 247,714 | $ 174,182 | $ 477,234 | $ 327,007 |
Cost of Sales | 163,733 | 114,988 | 316,684 | 214,519 |
GROSS PROFIT | 83,981 | 59,194 | 160,550 | 112,488 |
OPERATING EXPENSE | ||||
Selling and marketing | 14,389 | 10,381 | 27,739 | 19,840 |
General and administrative | 29,743 | 36,936 | 57,849 | 56,522 |
Contingent consideration and earnout fair value adjustments | 0 | 687 | 0 | 687 |
Operating Expenses | 44,132 | 48,004 | 85,588 | 77,049 |
INCOME FROM OPERATIONS | 39,849 | 11,190 | 74,962 | 35,439 |
Interest expense | (8,868) | (7,476) | (17,643) | (15,602) |
Other expense | (342) | (919) | (369) | (2,478) |
Change in fair value of derivative warrant liabilities | 0 | (1,929) | 0 | (1,929) |
INCOME BEFORE TAXES | 30,639 | 866 | 56,950 | 15,430 |
Provision (benefit) for Income Taxes | 7,802 | 2,560 | 14,409 | 2,405 |
NET INCOME (LOSS) | 22,837 | (1,694) | 42,541 | 13,025 |
Other Comprehensive Income (Loss) | (37) | (3,901) | 274 | |
COMPREHENSIVE INCOME (LOSS) | 19,450 | (1,731) | 38,640 | 13,299 |
Net income (loss) attributable to common stockholders | 22,837 | (1,694) | 42,541 | 13,025 |
Net income (loss) attributable to common stockholders | $ 22,837 | $ (1,694) | $ 42,541 | $ 13,025 |
Weighted-average shares outstanding, basic and diluted (Note 16) | ||||
Basic | 146,575,720 | 81,009,261 | 146,568,719 | 73,577,447 |
Diluted | 146,717,937 | 81,009,261 | 146,648,306 | 73,879,851 |
Net income (loss) per share, basic and diluted (Note 16) | ||||
Basic (in dollars per share) | $ 0.16 | $ (0.02) | $ 0.29 | $ 0.18 |
Diluted (in dollars per share) | $ 0.16 | $ (0.02) | $ 0.29 | $ 0.18 |
Sales of product | ||||
REVENUE | ||||
Total revenue | $ 213,969 | $ 140,556 | $ 411,274 | $ 262,253 |
Sales of services | ||||
REVENUE | ||||
Total revenue | $ 33,745 | $ 33,626 | $ 65,960 | $ 64,754 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | [1] | Preferred Stock Class A Preferred Units | Preferred Stock Class A Preferred Units Retroactive application of the recapitalization | Common Stock | Common Stock Retroactive application of the recapitalization | Common Stock Class B Common Units | Common Stock Class B Common Units Retroactive application of the recapitalization | Additional paid-in capital | Additional paid-in capital Retroactive application of the recapitalization | Accumulated Other Comprehensive Income (Loss) | Accumulated Surplus (Deficit) | Accumulated Surplus (Deficit) Cumulative Effect, Period of Adoption, Adjustment | [1] |
Beginning balance (in shares) at Dec. 26, 2020 | 189,044 | (189,044) | 66,145,633 | 66,145,633 | 4,478 | (4,478) | |||||||||
Beginning Balance at Dec. 26, 2020 | $ 140,874 | $ 189,044 | $ (189,044) | $ 7 | $ 7 | $ 261 | $ (261) | $ 189,299 | $ 189,299 | $ (227) | $ (48,205) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Vesting of Midco LLC class B units (in shares) | 111,895 | ||||||||||||||
Vesting of Midco LLC class B units | 52 | 52 | |||||||||||||
Distributions to Janus Midco, LLC unitholders | (96) | (96) | |||||||||||||
Cumulative translation adjustment | 311 | 311 | |||||||||||||
Net income | 14,719 | 14,719 | |||||||||||||
Ending balance (in shares) at Mar. 27, 2021 | 66,257,528 | ||||||||||||||
Ending Balance at Mar. 27, 2021 | 155,860 | $ 7 | 189,351 | 84 | (33,582) | ||||||||||
Beginning balance (in shares) at Dec. 26, 2020 | 189,044 | (189,044) | 66,145,633 | 66,145,633 | 4,478 | (4,478) | |||||||||
Beginning Balance at Dec. 26, 2020 | 140,874 | $ 189,044 | $ (189,044) | $ 7 | $ 7 | $ 261 | $ (261) | 189,299 | $ 189,299 | (227) | (48,205) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 13,025 | ||||||||||||||
Ending balance (in shares) at Jun. 26, 2021 | 138,384,250 | ||||||||||||||
Ending Balance at Jun. 26, 2021 | 195,266 | $ 14 | 234,559 | 47 | (39,354) | ||||||||||
Beginning balance (in shares) at Mar. 27, 2021 | 66,257,528 | ||||||||||||||
Beginning Balance at Mar. 27, 2021 | 155,860 | $ 7 | 189,351 | 84 | (33,582) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Vesting of Midco LLC class B units (in shares) | 4,012,872 | ||||||||||||||
Vesting of Midco LLC class B units | 5,210 | 5,210 | |||||||||||||
Issuance of PIPE (in shares) | 25,000,000 | ||||||||||||||
Issuance of PIPE Shares | 250,000 | $ 3 | 249,997 | ||||||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability (in shares) | 41,113,850 | ||||||||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability | 226,944 | $ 4 | 226,940 | ||||||||||||
Issuance of earn out shares to common stockholders (in shares) | 2,000,000 | ||||||||||||||
Issuance of earn out shares to common stockholders | 26,480 | 26,480 | |||||||||||||
Distributions to Janus Midco, LLC unitholders | (541,710) | (541,710) | |||||||||||||
Distributions to Class A preferred units | (4,078) | (4,078) | |||||||||||||
Deferred Tax Asset | 78,291 | 78,291 | |||||||||||||
Cumulative translation adjustment | (37) | (37) | |||||||||||||
Net income | (1,694) | (1,694) | |||||||||||||
Ending balance (in shares) at Jun. 26, 2021 | 138,384,250 | ||||||||||||||
Ending Balance at Jun. 26, 2021 | 195,266 | $ 14 | 234,559 | 47 | (39,354) | ||||||||||
Beginning balance (in shares) at Jan. 01, 2022 | 146,561,717 | ||||||||||||||
Beginning Balance at Jan. 01, 2022 | 268,287 | $ (924) | $ 15 | 277,799 | (949) | (8,578) | $ (924) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Cumulative translation adjustment | (514) | (514) | |||||||||||||
Share based compensation | 600 | 600 | |||||||||||||
Net income | 19,704 | 19,704 | |||||||||||||
Ending balance (in shares) at Apr. 02, 2022 | 146,561,717 | ||||||||||||||
Ending Balance at Apr. 02, 2022 | 287,153 | $ 15 | 278,399 | (1,463) | 10,202 | ||||||||||
Beginning balance (in shares) at Jan. 01, 2022 | 146,561,717 | ||||||||||||||
Beginning Balance at Jan. 01, 2022 | 268,287 | $ (924) | $ 15 | 277,799 | (949) | (8,578) | $ (924) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income | 42,541 | ||||||||||||||
Ending balance (in shares) at Jul. 02, 2022 | 146,639,377 | ||||||||||||||
Ending Balance at Jul. 02, 2022 | 307,513 | $ 15 | 279,309 | (4,850) | 33,039 | ||||||||||
Beginning balance (in shares) at Apr. 02, 2022 | 146,561,717 | ||||||||||||||
Beginning Balance at Apr. 02, 2022 | 287,153 | $ 15 | 278,399 | (1,463) | 10,202 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Cumulative translation adjustment | (3,387) | (3,387) | |||||||||||||
Share based compensation (in shares) | 77,660 | ||||||||||||||
Share based compensation | 910 | 910 | |||||||||||||
Net income | 22,837 | 22,837 | |||||||||||||
Ending balance (in shares) at Jul. 02, 2022 | 146,639,377 | ||||||||||||||
Ending Balance at Jul. 02, 2022 | $ 307,513 | $ 15 | $ 279,309 | $ (4,850) | $ 33,039 | ||||||||||
[1]Effective January 2, 2022, the Company adopted the provisions of ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) and ASU 2016-02, Leases (Topic 842). We have elected to adopt each of the two standards using the modified retrospective approach through a cumulative-effect adjustment to the opening balance of accumulated deficit for both. See Note 2 for further details of the impact of each standard. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 02, 2022 | Jun. 26, 2021 | |
Cash Flows Provided By Operating Activities | ||
Net income | $ 42,541 | $ 13,025 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation of property and equipment | 3,835 | 2,979 |
Reduction in carrying amount of right-of-use assets | 2,615 | 0 |
Intangible amortization | 14,871 | 13,623 |
Deferred finance fee amortization | 1,832 | 1,487 |
Provision for losses on accounts receivable | 1,158 | (666) |
Share based compensation | 1,510 | 5,262 |
Loss on extinguishment of debt | 0 | 2,415 |
Change in fair value of contingent consideration | 0 | 687 |
(Gain) Loss on sale of assets | (28) | 43 |
Loss on abandonment of PP&E | 571 | 0 |
Change in fair value of derivative warrant liabilities | 0 | 1,929 |
Undistributed (earnings) losses of affiliate | (60) | (105) |
Deferred income taxes | 0 | (768) |
Changes in operating assets and liabilities | ||
Accounts receivable | (26,682) | (3,756) |
Costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings on uncompleted contracts | 1,406 | (5,216) |
Prepaid expenses and other current assets | 2,481 | (2,946) |
Inventory | (10,173) | (11,008) |
Accounts payable | 1,464 | 15,393 |
Other accrued expenses | 6,971 | 13,783 |
Other assets and long-term liabilities | (1,160) | (1,338) |
Net Cash Provided By Operating Activities | 43,152 | 44,823 |
Cash Flows Used In Investing Activities | ||
Proceeds from sale of equipment | 45 | 79 |
Purchases of property and equipment | (5,268) | (3,993) |
Cash paid for acquisition, net of cash acquired | 0 | (1,565) |
Net Cash Used In Investing Activities | (5,223) | (5,479) |
Cash Flows Used In Financing Activities | ||
Repayments on line of credit | (6,369) | 0 |
Distributions to Janus Midco LLC unitholders | 0 | (4,174) |
Principal payments on long-term debt | (4,034) | (63,238) |
Proceeds from merger | 0 | 334,874 |
Proceeds from PIPE | 0 | 250,000 |
Payments for transaction costs, net | 0 | (44,489) |
Payments to Janus Midco, LLC unitholders at the business combination | 0 | (541,710) |
Principal payments under capital lease obligations | (66) | 0 |
Payments for deferred financing fees | 0 | (766) |
Cash Used In Financing Activities | (10,469) | (69,503) |
Effect of exchange rate changes on cash and cash equivalents | 66 | 191 |
Net (Decrease) Increase in Cash and Cash Equivalents | 27,526 | (29,968) |
Cash and Cash Equivalents, Beginning of Period | 13,192 | 45,255 |
Cash and Cash Equivalents, End of Period | 40,718 | 15,287 |
Supplemental Cash Flows Information | ||
Interest paid | 18,296 | 16,848 |
Income taxes paid | 11,889 | 774 |
Cash paid for operating leases | 3,832 | 0 |
Fair value of earnout | 0 | 687 |
Fair value of warrants | 0 | 1,929 |
Non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for operating lease obligations | 42,380 | 0 |
Right-of-use assets obtained in exchange for finance lease obligations | $ 706 | $ 0 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jul. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Basis of Presentation Janus International Group, Inc. (“Group” or “Janus” or “Company”) is a holding company. References to “Janus,” “Group,” “Company,” “we,” “our” or “us” refer to Janus International Group, Inc., and its consolidated subsidiaries. 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. The dollar amounts in the notes are shown in thousands of dollars, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts. The accompanying Unaudited Condensed Consolidated Financial Statements of Janus International Group, Inc., 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 Condensed Consolidated Financial Statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of July 2, 2022, and its results of operations, including its comprehensive income and stockholders’ equity for the six months ended July 2, 2022 and June 26, 2021. The accompanying Unaudited Condensed 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. This Quarterly Report on Form 10-Q should be read in conjunction with the Audited Consolidated Financial Statements and notes that are included in the Annual Report on Form 10-K, for the year ended January 1, 2022. Nature of Operations 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 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 Janus International Europe Ltd., a company incorporated in England and Wales (“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 International Group, LLC (together with each of its operating subsidiaries, “Janus Core”), Betco, Inc. (“BETCO”), Noke, Inc. (“NOKE”), Asta Industries, Inc. (“ASTA”), Janus Door, LLC (“Janus Door”) and Steel Door Depot.com, LLC (“Steel Door Depot”). Assets held at foreign locations were approximately $59,260 and $58,439 as of July 2, 2022 and January 1, 2022, respectively. Revenues earned at foreign locations totaled approximately $20,324 and $18,345 for the three months ended July 2, 2022 and June 26, 2021, respectively, and $38,238 and $30,905 for the six months ended July 2, 2022 and June 26, 2021, respectively. Principles of Consolidation The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company 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. Reorganization On June 7, 2021, Midco transferred Janus Core, its wholly owned direct subsidiary, 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. The Business Combination (defined and discussed below) was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Juniper Industrial Holdings, Inc. (“Juniper” or “JIH”) is treated as the acquired company and Midco is treated as the acquirer for financial statement reporting purposes (the “Combined Company”). 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. Use of Estimates in the Unaudited Condensed Consolidated Financial Statements The preparation of Unaudited Condensed 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 derivative warrant liability, the recognition of the valuations of 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. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act, or 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. 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; • 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 with Level 1 of the Fair Value hierarchy. The fair value of the Company’s debt approximates its carrying amount as of July 2, 2022 and January 1, 2022 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 fall within Level 2 of the Fair Value hierarchy. The fair value of the warrants contain significant unobservable inputs including the expected term and the share exchange ratio in evaluating the fair value of underlying common stock , and exercise price, therefore, the warrant liabilities were evaluated to be a Level 3 fair value measurement. As of June 26, 2021, the fair value of the private and public warrants were valued at market price. Significant Accounting Policies Other than the following, the Company's significant accounting policies have not changed materially from those described in its Annual Report on Form 10-K for the fiscal year ended January 1, 2022. Allowance for Credit Losses On January 2, 2022, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) (“CECL”), 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. Refer to Recently Adopted Accounting Pronouncements section of this note for more information on the impact to the Unaudited Condensed Consolidated Financial Statements. The Company gathered information about its current bad debt reserve and write-off practices and loss methodology, in-scope assets, historical credit losses, proposed pooling approach and expected changes to business practices under CECL. Accounts receivables are stated at estimated net realizable value from the sale of products and services to established customers. The Company determined that pooling accounts receivable by business units was the most appropriate because of the similarity of risk characteristics within each line such as customers and services offered. Historical losses and customer-specific reserve information that are used to calculate the historical loss rates are available for each business unit. During the pooling process, the Company identified two distinct customer types: commercial and self-storage. As these customer types have different risk characteristics, the Company concludes to pool the financial assets at this level within each business unit. Commercial customers typically are customers contracting with the Company on short-term projects with smaller credit limits and overall, smaller project sizes. Due to the short-term nature and smaller scale of these types of projects, the Company expects minimal write-offs of its receivables at the Commercial pool. Self-storage projects typically involve general contractors and make up the largest portion of the Company’s accounts receivable balance. These projects are usually longer-term construction projects and billed over the course of construction. Credit limits are larger for these projects given the overall project size and duration. Due to the longer-term nature and larger scale of these types of projects, the Company expects a potential for more write-offs of its receivable balances within the Self-Storage pool. The Company reviewed methods provided by the guidance and determined the loss-rate method to be used in the CECL analysis for trade receivables and contract assets. This loss-rate method was selected as there is reliable historical information available by business unit, and this historical information was determined to be representative of the Company’s current customers, products, services, and billing practices. The summary of activity in the allowance for credit losses for the six months ended July 2, 2022 and June 26, 2021 are as follows: Beginning Balance CECL Adoption 1 Write-offs Provision (Reversal), net Ending Balance 2022 $ 5,449 $ 366 $ (1,017) $ 1,809 $ 6,607 2021 4,485 — (43) (623) 3,819 (1) On January 2, 2022, the Company adopted the provisions of ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), which introduced a new model known as CECL. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 6 Months Ended |
Jul. 02, 2022 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards 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. 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 U.S. 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 April 2022, The Financial Accounting Standards Board (“FASB”), proposed the deferral of the sunset date of this guidance to December 31, 2024. The Company is currently evaluating the impact this adoption will have on Janus’s 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. Recently Adopted Accounting Pronouncements 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. The Company adopted the leasing standard effective January 2, 2022 and has elected to adopt the new standard at the adoption date using the modified retrospective method and recognized a cumulative effect adjustment to accumulated deficit in the amount of $557. Under this approach, we will continue to report comparative period financial information under ASC 840. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical lease classification. We also made an accounting policy election to exclude leases with an initial term of 12 months or less from the consolidated balance sheet. We will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. As part of this adoption, we have implemented internal controls and key system functionality to enable the preparation of financial information. The adoption of the standard resulted in recording right-of-use assets of $42,835 and lease liabilities of $44,776 as of January 2, 2022. The right-of-use assets are lower than the lease liabilities as existing deferred rent and lease incentive liabilities were recorded against the right-of-use assets at adoption in accordance with the standard. The standard had no impact on our debt-covenant compliance under our current agreements. In June 2016, the 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 adopted this standard effective January 2, 2022 using the modified retrospective method and recognized a cumulative-effect adjustment increasing accumulated deficit and increasing the allowance for credit losses by $366. January 2, 2022 Pre-ASC 326 Impact of ASC As Reported Accounts Receivable, net $ 107,372 $ (366) $ 107,006 Cost in Excess of Billings 23,121 — 23,121 Accumulated Deficit (8,578) (366) (8,944) |
Inventories
Inventories | 6 Months Ended |
Jul. 02, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value utilizing the first-in, first-out (FIFO) method. The major components of inventories as of July 2, 2022 and January 1, 2022 are as follows: July 2, January 1, 2022 2021 Raw materials $ 47,980 $ 41,834 Work-in-process 622 671 Finished goods 18,167 14,091 $ 66,769 $ 56,596 The Company has recorded a reserve for inventory obsolescence as of July 2, 2022 and January 1, 2022, of approximately $1,374 and $1,295, respectively. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jul. 02, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property, equipment, and other fixed assets as of July 2, 2022 and January 1, 2022 are as follows: July 2, January 1, 2022 2021 Land $ 4,501 $ 4,501 Manufacturing machinery and equipment 36,634 35,688 Leasehold improvements 4,936 4,599 Construction in progress 5,250 3,571 Other 14,328 13,287 $ 65,649 $ 61,646 Less accumulated depreciation (23,092) (20,039) $ 42,557 $ 41,607 |
Acquired Intangible Assets and
Acquired Intangible Assets and Goodwill | 6 Months Ended |
Jul. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets and Goodwill | Acquired Intangible Assets and Goodwill Intangible assets acquired in a business combination are recognized at fair value and amortized over their estimated useful lives. The carrying basis and accumulated amortization of recognized intangible assets at July 2, 2022 and January 1, 2022, are as follows: July 2, January 1, 2022 2022 Gross Carrying Amount Accumulated Amortization Average Remaining Life in Years Gross Carrying Amount Accumulated Amortization Intangible Assets Customer relationships $ 408,328 $ 111,549 11 $ 410,094 $ 97,895 Noncompete agreements 395 235 5 412 231 Tradenames and trademarks 107,403 — Indefinite 107,980 — Other intangibles 61,716 46,758 11 61,836 46,156 $ 577,842 $ 158,542 $ 580,322 $ 144,282 Changes to gross carrying amount of recognized intangible assets due to translation adjustments include an approximate $1,870 and $270 loss for the period ended July 2, 2022 and January 1, 2022, respectively. Amortization expense was approximately $7,646 and $6,791 for the three month periods ended July 2, 2022 and June 26, 2021, and $14,871 and $13,623 for the six months periods ended July 2, 2022 and June 26, 2021, respectively. The changes in the carrying amounts of goodwill for the period ended July 2, 2022 were as follows: Balance as of January 1, 2022 $ 369,286 Changes due to foreign currency fluctuations (1,253) Goodwill adjusted during the period 52 Balance as of July 2, 2022 $ 368,085 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jul. 02, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses are summarized as follows: July 2, January 1, 2022 2022 Sales tax payable $ 4,859 $ 3,606 Interest payable 256 2,741 Contingent consideration payable--short term 1,002 — Other accrued liabilities 1,973 1,766 Employee compensation 15,520 13,857 Customer deposits and allowances 30,674 24,555 Income taxes 2,229 810 Current operating lease liabilities 4,944 — Other 4,501 6,776 Total $ 65,958 $ 54,111 Other as of July 2, 2022 and January 1, 2022 consists primarily of property tax, freight accrual, legal, accounting and other professional fee accruals. |
Line of Credit
Line of Credit | 6 Months Ended |
Jul. 02, 2022 | |
Debt Disclosure [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 to $80,000, incurred additional fees for this amendment of $425 and extended the maturity date from February 18, 2023 to August 12, 2024. The current line of credit facility is for $80,000 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 of 1.25% as of July 2, 2022. If the Base Rate is elected, the interest computation is equal to the Base Rate of the greatest of (a) the federal funds rate plus .5%, (b) the LIBOR rate plus 1%, or (c) the financial institution’s Prime Rate, plus the Base Rate Margin of .25% as of July 2, 2022. 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 July 2, 2022 and January 1, 2022, the interest rate in effect for the facility was 5.0% and 3.5%, respectively. The line of credit is collateralized by accounts receivable and inventories. The Company has incurred deferred loan costs in the amount of $1,483 which are being amortized over the term of the facility that expires on August 12, 2024, using the effective interest method, and are presented as part of other assets within our Unaudited Condensed Consolidated Balance Sheet. The amortization of the deferred loan costs is included in interest expense on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. The unamortized portion of the fees as of July 2, 2022 and January 1, 2022 was approximately $525 and $648, respectively. There was $— and $6,369 outstanding on the line of credit as of July 2, 2022 and January 1, 2022, respectively. Long-Term Debt Long-term debt consists of the following: July 2, January 1, 2022 2022 Note payable - Amendment No. 4 First Lien $ 718,346 $ 722,379 Financing leases 651 — $ 718,997 $ 722,379 Less unamortized deferred finance fees 8,885 10,594 Less current maturities 8,229 8,067 Total long-term debt $ 701,883 $ 703,718 Notes Payable - Amendment No.4 First Lien - On August 18, 2021, the Company completed a refinancing in the form of that certain First Lien Amendment No. 4, in which the principal terms of the amendment were new borrowings of $155,000 which was used to fund the DBCI (hereinafter defined) 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 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 (effective rate of 4.92% as of July 2, 2022). The debt is secured by substantially all business assets. Unamortized debt issuance costs are approximately $8,885 and $10,594 at July 2, 2022 and January 1, 2022, respectively. This refinancing amendment was accounted for as a modification and as such no gain or loss was recognized for this transaction and any bank fees, original issue discount and charges capitalized are being amortized as a component of interest expense over the remaining loan term. Third party fees paid in connection with this amendment were expensed. As of July 2, 2022 and January 1, 2022, the Company maintained one letter of credit totaling approximately $400 on which there were no balances due. In connection with the Company entering into the debt agreement 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 $858 and $640 and $1,709 and $1,487 was recognized for the three and six months ended July 2, 2022 and June 26, 2021, 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. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jul. 02, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 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 to $80,000, incurred additional fees for this amendment of $425 and extended the maturity date from February 18, 2023 to August 12, 2024. The current line of credit facility is for $80,000 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 of 1.25% as of July 2, 2022. If the Base Rate is elected, the interest computation is equal to the Base Rate of the greatest of (a) the federal funds rate plus .5%, (b) the LIBOR rate plus 1%, or (c) the financial institution’s Prime Rate, plus the Base Rate Margin of .25% as of July 2, 2022. 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 July 2, 2022 and January 1, 2022, the interest rate in effect for the facility was 5.0% and 3.5%, respectively. The line of credit is collateralized by accounts receivable and inventories. The Company has incurred deferred loan costs in the amount of $1,483 which are being amortized over the term of the facility that expires on August 12, 2024, using the effective interest method, and are presented as part of other assets within our Unaudited Condensed Consolidated Balance Sheet. The amortization of the deferred loan costs is included in interest expense on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. The unamortized portion of the fees as of July 2, 2022 and January 1, 2022 was approximately $525 and $648, respectively. There was $— and $6,369 outstanding on the line of credit as of July 2, 2022 and January 1, 2022, respectively. Long-Term Debt Long-term debt consists of the following: July 2, January 1, 2022 2022 Note payable - Amendment No. 4 First Lien $ 718,346 $ 722,379 Financing leases 651 — $ 718,997 $ 722,379 Less unamortized deferred finance fees 8,885 10,594 Less current maturities 8,229 8,067 Total long-term debt $ 701,883 $ 703,718 Notes Payable - Amendment No.4 First Lien - On August 18, 2021, the Company completed a refinancing in the form of that certain First Lien Amendment No. 4, in which the principal terms of the amendment were new borrowings of $155,000 which was used to fund the DBCI (hereinafter defined) 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 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 (effective rate of 4.92% as of July 2, 2022). The debt is secured by substantially all business assets. Unamortized debt issuance costs are approximately $8,885 and $10,594 at July 2, 2022 and January 1, 2022, respectively. This refinancing amendment was accounted for as a modification and as such no gain or loss was recognized for this transaction and any bank fees, original issue discount and charges capitalized are being amortized as a component of interest expense over the remaining loan term. Third party fees paid in connection with this amendment were expensed. As of July 2, 2022 and January 1, 2022, the Company maintained one letter of credit totaling approximately $400 on which there were no balances due. In connection with the Company entering into the debt agreement 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 $858 and $640 and $1,709 and $1,487 was recognized for the three and six months ended July 2, 2022 and June 26, 2021, 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. |
Business Combinations
Business Combinations | 6 Months Ended |
Jul. 02, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Access Control Technologies, LLC (“ACT”) Acquisition On August 31, 2021, Janus Core acquired 100% of the equity interests of ACT and all assets and certain liabilities of Phoenix Iron Worx, LLC for total consideration of approximately $10,385 which was comprised of approximately $9,383 of cash plus $1,002 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 Hold Back Liability 1,002 Total Fair Value of Consideration Transferred $ 10,385 Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed Cash 169 Accounts receivable 1,101 Other current assets 103 Property and equipment 197 Identifiable intangible assets Customer relationships 2,470 Backlog 280 Trademark 1,450 Recognized amounts of identifiable liabilities assumed Accounts payable (473) Accrued expenses (152) Other liabilities (1,398) Total identifiable net assets $ 3,747 Goodwill $ 6,638 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. The goodwill balance of $6,638 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 15 Years Backlog 280 3 Months Trade Name 1,450 Indefinite Identifiable Intangible Assets $ 4,200 Customer relationships represent the fair values of the underlying relationships with ACT’s customers. Backlog represents 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 of third-party acquisition costs. These expenses are included in general and administrative expense in the Company’s Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income for the year ended January 1, 2022. DBCI, LLC (“DBCI”) Acquisition On August 17, 2021, Janus Core acquired 100% of the equity interests of DBCI for total cash consideration of approximately $169,173. 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 $ 169,173 Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed Cash 208 Accounts receivable 8,502 Inventories 9,075 Property and equipment 7,803 Other assets 29 Identifiable intangible assets Customer relationships 26,320 Backlog 3,130 Trademark 20,850 Recognized amounts of identifiable liabilities assumed Accounts payable (8,012) Accrued expenses (571) Other liabilities (887) Total identifiable net assets $ 66,446 Goodwill $ 102,727 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 15 Years Backlog 3,130 4 Months Trade Name 20,850 Indefinite Identifiable Intangible Assets $ 50,300 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 of third-party acquisition costs. These expenses are included in general and administrative expense in the Company’s Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income for the year ended January 1, 2022. The Business Combination On June 7, 2021, Juniper consummated a business combination with Midco pursuant to the Business Combination Agreement (the “Business Combination”). 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 $1,200,000, which consisted of (i) $541,700 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 $702,700. 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. 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 Janus’s 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 $44,500 related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees. In addition, the Company incurred $4,468 in transaction bonuses paid to key employees and $5,210 in non-cash share-based compensation expense due to the accelerated vesting of Midco’s legacy share-based compensation plan. See Note 10 - “Equity Compensation” 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. (“Steel Storage”) acquired 100% of the net assets of G&M Stor-More Pty Ltd. for total cash consideration of approximately $1,739. In aggregate, approximately $814 was attributed to intangible assets, approximately $929 was attributable to goodwill, and approximately $(4) 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. |
Equity Incentive Plan and Unit
Equity Incentive Plan and Unit Option Plan | 6 Months Ended |
Jul. 02, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plan and Unit Option Plan | Equity Compensation 2021 Omnibus Incentive Plan The Company maintains its 2021 Omnibus Incentive Plan (the “Plan”) under which it grants stock-based awards to eligible directors, officers and employees in order to attract, retain and reward such individuals and strengthen the mutuality of interest between such individuals and the Group’s stockholders. The Plan allows to issue and grant 15,125,000 shares. The Company measures compensation expense for stock-based awards in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). During the six months ended July 2, 2022, the Company granted stock-based awards including restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) and stock options under the Plan. The grant date value of RSUs and PSUs are equal to the closing price of the Company’s common stock on either: (i) the date of grant; or (ii) the previous trading day, depending on the level of administration required. Forfeitures are recognized as they occur, any unvested RSUs, PSUs, or stock options are forfeited upon a “Termination of Service”, as defined in the Plan, or as otherwise provided in the applicable award agreement or determined by the Company’s Compensation Committee of the Board of Directors. Restricted Stock Unit Grants RSUs are subject to one Six Months Ended July 2, 2022 RSUs Weighted-Average Grant Date Fair Value Outstanding at January 1, 2022 275,370 $ 11.9 Granted 330,462 9.9 Vested (69,687) 11.9 Forfeited (8,410) 11.3 Outstanding at July 2, 2022 527,735 $ 10.6 Unvested at July 2, 2022 527,735 $ 10.6 Stock-based compensation expense for RSUs is recognized straight line over the respective vesting period, reduced for actual forfeitures, and included in general and administrative in the accompanying Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income. Total compensation expense related to the above awards was approximately $679 and $1,278 for the three and six months ended July 2, 2022, respectively. As of July 2, 2022, there was an aggregate of $5,101 of unrecognized expense related to the restricted stock units granted, which the Company expects to amortize over a weighted-average period of 3.1 years. Performance-based Restricted Stock Unit Grants The performance criteria applicable to PSUs is based on the satisfaction of performance conditions based on the achievement of the Company’s performance metrics. The number of PSUs that become earned can range between 0% and 200% of the original target number of PSUs awarded for the 2022 awards. As of July 2, 2022, the Company deemed it probable that the performance condition will be met and therefore concluded to value the PSUs based on a 100% payout. PSUs are subject to a three-year performance vesting period. As of July 2, 2022, PSUs activity for the six months ended July 2, 2022 is as follows: Six Months Ended July 2, 2022 PSUs Weighted-Average Grant Date Fair Value Outstanding at January 1, 2022 — $ — Granted 269,863 9.4 Vested — — Forfeited — — Outstanding at July 2, 2022 269,863 $ 9.4 Unvested at July 2, 2022 269,863 $ 9.4 Stock-based compensation expense for PSUs is recognized straight line over the respective vesting period, reduced for actual forfeitures, and included in general and administrative in the accompanying Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income. Total compensation expense related to the performance-based awards was approximately $138 for the three months and six months ended July 2, 2022. As of July 2, 2022, there was an aggregate of $2,399 of unrecognized expense related to the performance-based stock units granted, which the Company expects to amortize over a weighted-average period of 2.5 years. Stock Options Stock options are granted by applying a valuation method to determine the grant date fair value for each stock option award. Stock options awards typically vest in 25% annual installments on each of the first four years from the grant date. The fair value of each option is estimated using a Black-Scholes option valuation model using the independent valuations of the Company’s stock. The principal assumptions utilized in valuing stock options include, the expected option life, the risk-free interest rate (an estimate based on the yield of United States Treasury zero coupon with a maturity equal to the expected life of the option), the expected stock price volatility using the historical and implied price volatility; and the expected dividend yield. A summary of the assumptions used in determining the fair value of stock options is as follows Six Months Ended July 2, 2022 Expected life of option (years) 6.25 Risk-free interest rate 2.9% - 3.01% Expected volatility of the Company’s stock 45 % Expected dividend yield on the Company’s stock — % Stock options activity for the six months ended July 2, 2022 is as follows: Six Months Ended July 2, 2022 Stock Options Weighted-Average Grant Date Fair Value Weighted Average Remaining Contractual Life (in years) Intrinsic value Outstanding at January 1, 2022 — $ — $ — Granted 736,105 4.5 10.0 — Vested — — — Forfeited — — — Outstanding at July 2, 2022 736,105 $ 4.5 9.8 $ — Unvested at July 2, 2022 736,105 $ 4.5 9.8 $ — Stock-based compensation expense for stock options is recognized straight line over the respective vesting period, reduced for actual forfeitures, and included in general and administrative in the accompanying Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income. At July 2, 2022, total compensation expense related to stock options was approximately $94 for the three and six months ended July 2, 2022. Total unamortized stock-based compensation expense related to the unvested stock options was approximately $3,193, which the Company expects to amortize over a weighted-average period of 3.8 years. Midco - Class B Unit Incentive Plan Prior to the Business Combination, commencing on March 15, 2018, the Board of Directors of Midco approved the Class B Unit Incentive Plan (the “Class B Plan”), which was a form of long-term compensation that provided for the issuance of ownership units to employees for purposes of retaining them and enabling such individuals to participate in the long-term growth and financial success of Midco. As a result of the Business Combination, the Board of Directors approved an accelerated vesting for 16,079 units (equivalent to 4,012,873 shares of Group common stock) granted in connection with the Class B Plan, to allow accelerated vesting of the units upon consummation of the Business Combination. Effective June 7, 2021, as a result of the Business Combination, the Class B Plan was terminated. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jul. 02, 2022 | |
Equity [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 Combination, 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. Preferred Stock Our certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of July 2, 2022, zero shares of preferred stock were issued and outstanding, and no designation of rights and preferences of preferred stock had been adopted. Our preferred stock is not quoted on any market or system, and there is not currently a market for our preferred stock. 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 based on the determined exchange ratio. 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 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 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 A 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 the 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 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 equity holders as part of the consideration for the Business Combination. The private placement warrants are liability classified. Immediately after giving effect to the Business Combination, there were 17,249,995 issued and outstanding public warrants. The public warrants were equity classified. The private placement warrants and public warrants were all exercised or redeemed on November 18, 2021. Dividend Policy We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our common or preferred stock in the foreseeable future. It is presently intended that we will retain our earnings for use in business operations and, accordingly, it is not anticipated that the Board of Directors will declare dividends in the foreseeable future. In addition, the terms of our credit facilities include restrictions on our ability to issue and pay dividends. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 02, 2022 | |
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, entered into a Management and Monitoring Services Agreement (“MMSA”) with the Class A Preferred Unit holders group. As a result of the Business Combination the MMSA was terminated effective June 7, 2021. Janus Core paid management fees of $1,124 and $1,763 to the Class A Preferred Unit holders group for the three and six months ended June 26, 2021, respectively. There were no Class A Preferred Unit holders group management fees accrued and unpaid as of July 2, 2022 and January 1, 2022. 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 the Company. Effective October 20, 2021 the member resigned from the Board of Directors of the Company. Rent payments paid to Janus Butler, LLC for the three months ended July 2, 2022 and June 26, 2021 were approximately $37 and $37, respectively. Rent payments paid to Janus Butler, LLC for the six months ended July 2, 2022 and June 26, 2021 were approximately $75 and $86, respectively The original lease extended through October 31, 2021 and on November 1, 2021 the lease was extended to October 31, 2026, with monthly payments of approximately $13 with an annual escalation of 1.5%. Janus Core was previously a party to a lease agreement with 134 Janus International, LLC, which is an entity majority owned by a former member of the Board of Directors of the Company. In December 2021, the leased premises in Temple, Georgia were sold by the former director to a third party buyer, resulting in an assignment of the lease to said third-party buyer and an extension of the lease to November 30, 2031. Rent payments paid to 134 Janus International, LLC in the three months ended July 2, 2022 and June 26, 2021 were approximately $— and $114, respectively. Rent payments paid to 134 Janus International, LLC in the six months ended July 2, 2022 and June 26, 2021 were approximately $— and $229, respectively. The Group is a party to a lease agreement with ASTA Investment, LLC, for a manufacturing facility in Cartersville, Georgia an entity partially owned by a stockholder of the Company. The original lease term began on April 1, 2018 and extended through March 31, 2028 and was amended in March 2021 to extend the term until March 1, 2030, with monthly lease payments of $68 per month with an annual escalation of 2.0%. Rent payments to ASTA Investment, LLC for the three months ended July 2, 2022 and June 26, 2021 were approximately $136 and $199, respectively. Rent payments to ASTA Investment, LLC for the six months ended July 2, 2022 and June 26, 2021 were approximately $340 and $397, respectively. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jul. 02, 2022 | |
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 Unaudited Condensed Consolidated Balance Sheet. Contract balances for the six months ended July 2, 2022 and January 1, 2022 were as follows: July 2, 2022 January 1, 2022 Contract assets, beginning of the period $ 23,121 $ 11,399 Contract assets, end of the period 21,715 23,121 Contract liabilities, beginning of the period 23,207 21,525 Contract liabilities, end of the period $ 26,084 $ 23,207 During the three and six months ended July 2, 2022, the Company recognized revenue of approximately $2,738 and $15,193, respectively, related to contract liabilities at January 1, 2022. This reduction was offset by new billings of approximately $5,616 and $18,071 for product and services for which there were unsatisfied performance obligations to customers and revenue had not yet been recognized for the three and six month periods ended July 2, 2022, respectively. 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 six months ended July 2, 2022 and June 26, 2021: Revenue by Timing of Revenue Recognition Three Months Ended Six Months Ended Reportable Segments by Timing of Revenue Recognition July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021 Janus North America Goods transferred at a point in time $ 215,865 $ 139,189 $ 416,023 $ 260,082 Services transferred over time 25,597 25,056 50,696 50,698 $ 241,462 $ 164,245 $ 466,719 $ 310,780 Janus International Goods transferred at a point in time $ 12,176 $ 9,775 $ 22,975 $ 16,848 Services transferred over time 8,148 8,570 15,263 14,057 $ 20,324 $ 18,345 $ 38,238 $ 30,905 Eliminations $ (14,072) $ (8,408) $ (27,723) $ (14,678) Total Revenue $ 247,714 $ 174,182 $ 477,234 $ 327,007 Revenue by Sales Channel Revenue Recognition Three Months Ended Six Months Ended Reportable Segments by Sales Channel Revenue Recognition July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021 Janus North America Self Storage-New Construction $ 70,650 $ 55,601 $ 146,359 $ 104,301 Self Storage-R3 69,431 52,182 131,003 91,514 Commercial and Others 101,381 56,462 189,357 114,965 $ 241,462 $ 164,245 $ 466,719 $ 310,780 Janus International Self Storage-New Construction $ 14,884 $ 14,878 $ 26,782 $ 23,779 Self Storage-R3 5,440 3,467 11,456 7,126 $ 20,324 $ 18,345 $ 38,238 $ 30,905 Eliminations $ (14,072) $ (8,408) $ (27,723) $ (14,678) Total Revenue $ 247,714 $ 174,182 $ 477,234 $ 327,007 |
Leases
Leases | 6 Months Ended |
Jul. 02, 2022 | |
Leases [Abstract] | |
Leases | Leases On January 2, 2022, the Group adopted ASU 2016-02, Leases, using the optional transition method. Under this method, the Group has recognized the cumulative effect adjustment to the opening balance of retained earnings. The Group has elected to adopt the package of practical expedients which apply to leases that commenced before the adoption date. By electing the package of practical expedients, the Group did not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, and the initial direct costs for any existing leases. At lease commencement, a right-of-use (“ROU”) asset and lease liability is recorded based on the present value of the future lease payments over the lease term. The Group has elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less. The Group leases facilities, vehicles, and other equipment under long-term operating and financing leases with varying terms. In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar service, which are considered non-lease components for accounting purposes. For our real estate leases, we apply a practical expedient to include these non-lease components in calculating the ROU asset and lease liability. Furthermore, for all other types of leases the practical expedient was also elected whereby lease and non-lease components have been combined. The Group uses the non-cancellable lease term unless it is reasonably certain that a renewal or termination option will be exercised. When available, the Group will use the rate implicit in the lease to discount lease payments to present value, however as most leases do not provide an implicit rate, the Group will estimate the incremental borrowing rate to discount the lease payments. The Group estimates the incremental borrowing rate based on the rates of interest that the Group would have to pay to borrow an amount equal to the lease payments on a collateralized basis, over a similar term, and in a similar economic environment. The ROU asset also includes any lease prepayments and initial direct costs, offset by lease incentives. The Group does not consider renewal periods or early terminations to be reasonably certain and are thus not included in the lease term for real estate or equipment assets. The components of ROU assets and lease liabilities were as follows: (in thousands) Balance Sheet Classification July 2, 2022 Assets: Operating lease assets Right-of-use assets, net $ 39,891 Finance lease assets Right-of-use assets, net 644 Total leased assets $ 40,535 Liabilities: Current: Operating Other accrued expenses $ 4,944 Financing Current maturities of long-term debt 161 Noncurrent: Operating Other long-term liabilities $ 37,579 Financing Long-term debt 490 Total lease liabilities $ 43,174 The components of lease expense were as follows: Three Months Ended Six Months Ended (in thousands) July 2, 2022 July 2, 2022 Operating lease cost $ 2,018 $ 4,005 Short-term lease cost — 60 Financial lease cost: Amortization of right-of-use assets $ 45 $ 62 Interest on lease liabilities 9 12 Total lease cost $ 2,072 $ 4,139 Other information related to leases was as follows: July 2, 2022 Weighted Average Remaining Lease Term Operating Leases 9.8 years Finance Leases 3.7 years Weighted Average Discount Rate Operating Leases 6.6% Finance Leases 5.0% As of July 2, 2022, future minimum lease payments under noncancellable operating leases with initial or remaining lease terms in excess of one year were as follows: (in thousands) 2022 $ 3,801 2023 7,354 2024 6,457 2025 5,759 2026 5,215 Thereafter 30,801 Total future lease payments $ 59,387 Less imputed interest $ (16,864) Present value of future lease payments $ 42,523 As of July 2, 2022, minimum repayments of long-term debt under financing leases were as follows: (in thousands) 2022 $ 95 2023 189 2024 189 2025 189 2026 40 Thereafter 11 Total future lease payments $ 713 Less imputed interest $ (62) Present value of future lease payments $ 651 |
Leases | Leases On January 2, 2022, the Group adopted ASU 2016-02, Leases, using the optional transition method. Under this method, the Group has recognized the cumulative effect adjustment to the opening balance of retained earnings. The Group has elected to adopt the package of practical expedients which apply to leases that commenced before the adoption date. By electing the package of practical expedients, the Group did not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, and the initial direct costs for any existing leases. At lease commencement, a right-of-use (“ROU”) asset and lease liability is recorded based on the present value of the future lease payments over the lease term. The Group has elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less. The Group leases facilities, vehicles, and other equipment under long-term operating and financing leases with varying terms. In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar service, which are considered non-lease components for accounting purposes. For our real estate leases, we apply a practical expedient to include these non-lease components in calculating the ROU asset and lease liability. Furthermore, for all other types of leases the practical expedient was also elected whereby lease and non-lease components have been combined. The Group uses the non-cancellable lease term unless it is reasonably certain that a renewal or termination option will be exercised. When available, the Group will use the rate implicit in the lease to discount lease payments to present value, however as most leases do not provide an implicit rate, the Group will estimate the incremental borrowing rate to discount the lease payments. The Group estimates the incremental borrowing rate based on the rates of interest that the Group would have to pay to borrow an amount equal to the lease payments on a collateralized basis, over a similar term, and in a similar economic environment. The ROU asset also includes any lease prepayments and initial direct costs, offset by lease incentives. The Group does not consider renewal periods or early terminations to be reasonably certain and are thus not included in the lease term for real estate or equipment assets. The components of ROU assets and lease liabilities were as follows: (in thousands) Balance Sheet Classification July 2, 2022 Assets: Operating lease assets Right-of-use assets, net $ 39,891 Finance lease assets Right-of-use assets, net 644 Total leased assets $ 40,535 Liabilities: Current: Operating Other accrued expenses $ 4,944 Financing Current maturities of long-term debt 161 Noncurrent: Operating Other long-term liabilities $ 37,579 Financing Long-term debt 490 Total lease liabilities $ 43,174 The components of lease expense were as follows: Three Months Ended Six Months Ended (in thousands) July 2, 2022 July 2, 2022 Operating lease cost $ 2,018 $ 4,005 Short-term lease cost — 60 Financial lease cost: Amortization of right-of-use assets $ 45 $ 62 Interest on lease liabilities 9 12 Total lease cost $ 2,072 $ 4,139 Other information related to leases was as follows: July 2, 2022 Weighted Average Remaining Lease Term Operating Leases 9.8 years Finance Leases 3.7 years Weighted Average Discount Rate Operating Leases 6.6% Finance Leases 5.0% As of July 2, 2022, future minimum lease payments under noncancellable operating leases with initial or remaining lease terms in excess of one year were as follows: (in thousands) 2022 $ 3,801 2023 7,354 2024 6,457 2025 5,759 2026 5,215 Thereafter 30,801 Total future lease payments $ 59,387 Less imputed interest $ (16,864) Present value of future lease payments $ 42,523 As of July 2, 2022, minimum repayments of long-term debt under financing leases were as follows: (in thousands) 2022 $ 95 2023 189 2024 189 2025 189 2026 40 Thereafter 11 Total future lease payments $ 713 Less imputed interest $ (62) Present value of future lease payments $ 651 |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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 six months ended July 2, 2022 and June 26, 2021 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. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jul. 02, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) 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. The following table sets forth the computation of basic and diluted EPS attributable to common stockholders for the three and six months ended July 2, 2022 and June 26, 2021 (in thousands, except share and per share data): Three Months Ended Six Months Ended July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021 Numerator: Net income (loss) attributable to common stockholders $ 22,837 $ (1,694) $ 42,541 $ 13,025 Denominator: Weighted average number of shares: Basic 146,575,720 81,009,261 146,568,719 73,577,447 Adjustment for dilutive securities 142,217 — 79,587 302,404 Diluted 146,717,937 81,009,261 146,648,306 73,879,851 Basic net income (loss) per share attributable to common stockholders $ 0.16 $ (0.02) $ 0.29 $ 0.18 Diluted net income (loss) per share attributable to common stockholders $ 0.16 $ (0.02) $ 0.29 $ 0.18 |
Segments Information
Segments Information | 6 Months Ended |
Jul. 02, 2022 | |
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 Six Months Ended July 2, June 26, July 2, June 26, 2022 2021 2022 2021 Revenue Janus North America $ 241,462 $ 164,245 $ 466,719 $ 310,780 Janus International 20,324 18,345 38,238 30,905 Intersegment (14,072) (8,408) (27,723) (14,678) Consolidated Revenue $ 247,714 $ 174,182 $ 477,234 $ 327,007 Income From Operations Janus North America $ 38,173 $ 16,581 $ 73,028 $ 40,497 Janus International 1,702 (5,389) 1,949 (5,082) Eliminations (26) (2) (15) 24 Total Segment Operating Income $ 39,849 $ 11,190 $ 74,962 $ 35,439 Depreciation Expense Janus North America $ 1,791 $ 1,400 $ 3,464 $ 2,767 Janus International 187 106 371 212 Consolidated Depreciation Expense $ 1,978 $ 1,506 $ 3,835 $ 2,979 Amortization of Intangible Assets Janus North America $ 7,324 $ 6,402 $ 14,210 $ 12,816 Janus International 322 389 661 807 Consolidated Amortization Expense $ 7,646 $ 6,791 $ 14,871 $ 13,623 Capital Expenditures Janus North America $ 2,121 $ 1,234 $ 4,673 $ 2,654 Janus International 267 395 595 1,339 Consolidated Capital Expenditures $ 2,388 $ 1,629 $ 5,268 $ 3,993 July 2, January 1 2022 2022 Identifiable Assets Janus North America $ 1,146,618 $ 1,063,563 Janus International 58,921 58,439 Consolidated Assets $ 1,205,539 $ 1,122,002 |
Significant Estimates and Conce
Significant Estimates and Concentrations | 6 Months Ended |
Jul. 02, 2022 | |
Commitments and Contingencies Disclosure [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 as of July 2, 2022 and January 1, 2022, 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 $571 and $383 as of July 2, 2022, and January 1, 2022, respectively. The amount of actual losses incurred could differ materially from the estimates reflected in these Unaudited Condensed 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 $275 and $275 as of July 2, 2022 and January 1, |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 02, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events For the interim Unaudited Condensed Consolidated Financial Statements as of July 2, 2022, the Company has evaluated subsequent events through the financial statements issuance date. On July 7, 2022, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors of the Company, the Board of Directors appointed Heather Harding as a director on the Board and as a member of the Audit Committee of the Board, effective as of July 7, 2022. Ms. Harding will serve as a Class I director until the Company’s 2025 annual meeting of shareholders and until her successor is duly elected and qualified. Ms. Harding is deemed to be independent in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange. Ms. Harding is also deemed to be an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. There are no other arrangements or understandings between Ms. Harding and any other person pursuant to which Ms. Harding was selected as a director of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC) between Ms. Harding and the Company. |
Nature of Operations (Policies)
Nature of Operations (Policies) | 6 Months Ended |
Jul. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations 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 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 Janus International Europe Ltd., a company incorporated in England and Wales (“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 International Group, LLC (together with each of its operating subsidiaries, “Janus Core”), Betco, Inc. (“BETCO”), Noke, Inc. (“NOKE”), Asta Industries, Inc. (“ASTA”), Janus Door, LLC (“Janus Door”) and Steel Door Depot.com, LLC (“Steel Door Depot”). |
Principles of Consolidation | Principles of ConsolidationThe Unaudited Condensed Consolidated Financial Statements include the accounts of the Company 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. |
Reorganization | Reorganization On June 7, 2021, Midco transferred Janus Core, its wholly owned direct subsidiary, 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. The Business Combination (defined and discussed below) was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Juniper Industrial Holdings, Inc. (“Juniper” or “JIH”) is treated as the acquired company and Midco is treated as the acquirer for financial statement reporting purposes (the “Combined Company”). 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. |
Use of Estimates in the Unaudited Condensed Consolidated Financial Statements | Use of Estimates in the Unaudited Condensed Consolidated Financial Statements The preparation of Unaudited Condensed 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. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act, or 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. |
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; • 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 with Level 1 of the Fair Value hierarchy. The fair value of the Company’s debt approximates its carrying amount as of July 2, 2022 and January 1, 2022 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 fall within Level 2 of the Fair Value hierarchy. The fair value of the warrants contain significant unobservable inputs including the expected term and the share exchange ratio in evaluating the fair value of underlying common stock , and exercise price, therefore, the warrant liabilities were evaluated to be a Level 3 fair value measurement. As of June 26, 2021, the fair value of the private and public warrants were valued at market price. |
Allowance for Credit Losses | Allowance for Credit Losses On January 2, 2022, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) (“CECL”), 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. Refer to Recently Adopted Accounting Pronouncements section of this note for more information on the impact to the Unaudited Condensed Consolidated Financial Statements. The Company gathered information about its current bad debt reserve and write-off practices and loss methodology, in-scope assets, historical credit losses, proposed pooling approach and expected changes to business practices under CECL. Accounts receivables are stated at estimated net realizable value from the sale of products and services to established customers. The Company determined that pooling accounts receivable by business units was the most appropriate because of the similarity of risk characteristics within each line such as customers and services offered. Historical losses and customer-specific reserve information that are used to calculate the historical loss rates are available for each business unit. During the pooling process, the Company identified two distinct customer types: commercial and self-storage. As these customer types have different risk characteristics, the Company concludes to pool the financial assets at this level within each business unit. Commercial customers typically are customers contracting with the Company on short-term projects with smaller credit limits and overall, smaller project sizes. Due to the short-term nature and smaller scale of these types of projects, the Company expects minimal write-offs of its receivables at the Commercial pool. Self-storage projects typically involve general contractors and make up the largest portion of the Company’s accounts receivable balance. These projects are usually longer-term construction projects and billed over the course of construction. Credit limits are larger for these projects given the overall project size and duration. Due to the longer-term nature and larger scale of these types of projects, the Company expects a potential for more write-offs of its receivable balances within the Self-Storage pool. The Company reviewed methods provided by the guidance and determined the loss-rate method to be used in the CECL analysis for trade receivables and contract assets. This loss-rate method was selected as there is reliable historical information available by business unit, and this historical information was determined to be representative of the Company’s current customers, products, services, and billing practices. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Standards 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. 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 U.S. 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 April 2022, The Financial Accounting Standards Board (“FASB”), proposed the deferral of the sunset date of this guidance to December 31, 2024. The Company is currently evaluating the impact this adoption will have on Janus’s 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. Recently Adopted Accounting Pronouncements 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. The Company adopted the leasing standard effective January 2, 2022 and has elected to adopt the new standard at the adoption date using the modified retrospective method and recognized a cumulative effect adjustment to accumulated deficit in the amount of $557. Under this approach, we will continue to report comparative period financial information under ASC 840. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical lease classification. We also made an accounting policy election to exclude leases with an initial term of 12 months or less from the consolidated balance sheet. We will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. As part of this adoption, we have implemented internal controls and key system functionality to enable the preparation of financial information. The adoption of the standard resulted in recording right-of-use assets of $42,835 and lease liabilities of $44,776 as of January 2, 2022. The right-of-use assets are lower than the lease liabilities as existing deferred rent and lease incentive liabilities were recorded against the right-of-use assets at adoption in accordance with the standard. The standard had no impact on our debt-covenant compliance under our current agreements. In June 2016, the 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 adopted this standard effective January 2, 2022 using the modified retrospective method and recognized a cumulative-effect adjustment increasing accumulated deficit and increasing the allowance for credit losses by $366. January 2, 2022 Pre-ASC 326 Impact of ASC As Reported Accounts Receivable, net $ 107,372 $ (366) $ 107,006 Cost in Excess of Billings 23,121 — 23,121 Accumulated Deficit (8,578) (366) (8,944) |
Nature of Operations (Tables)
Nature of Operations (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The summary of activity in the allowance for credit losses for the six months ended July 2, 2022 and June 26, 2021 are as follows: Beginning Balance CECL Adoption 1 Write-offs Provision (Reversal), net Ending Balance 2022 $ 5,449 $ 366 $ (1,017) $ 1,809 $ 6,607 2021 4,485 — (43) (623) 3,819 (1) On January 2, 2022, the Company adopted the provisions of ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), which introduced a new model known as CECL. |
Recently Issued Accounting St_2
Recently Issued Accounting Standards (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Accounting Policies [Abstract] | |
Accounting Standards Update and Change in Accounting Principle | The Company adopted this standard effective January 2, 2022 using the modified retrospective method and recognized a cumulative-effect adjustment increasing accumulated deficit and increasing the allowance for credit losses by $366. January 2, 2022 Pre-ASC 326 Impact of ASC As Reported Accounts Receivable, net $ 107,372 $ (366) $ 107,006 Cost in Excess of Billings 23,121 — 23,121 Accumulated Deficit (8,578) (366) (8,944) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Inventory Disclosure [Abstract] | |
Summary Of Major Components of Inventories | The major components of inventories as of July 2, 2022 and January 1, 2022 are as follows: July 2, January 1, 2022 2021 Raw materials $ 47,980 $ 41,834 Work-in-process 622 671 Finished goods 18,167 14,091 $ 66,769 $ 56,596 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment, and other fixed assets | Property, equipment, and other fixed assets as of July 2, 2022 and January 1, 2022 are as follows: July 2, January 1, 2022 2021 Land $ 4,501 $ 4,501 Manufacturing machinery and equipment 36,634 35,688 Leasehold improvements 4,936 4,599 Construction in progress 5,250 3,571 Other 14,328 13,287 $ 65,649 $ 61,646 Less accumulated depreciation (23,092) (20,039) $ 42,557 $ 41,607 |
Acquired Intangible Assets an_2
Acquired Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The carrying basis and accumulated amortization of recognized intangible assets at July 2, 2022 and January 1, 2022, are as follows: July 2, January 1, 2022 2022 Gross Carrying Amount Accumulated Amortization Average Remaining Life in Years Gross Carrying Amount Accumulated Amortization Intangible Assets Customer relationships $ 408,328 $ 111,549 11 $ 410,094 $ 97,895 Noncompete agreements 395 235 5 412 231 Tradenames and trademarks 107,403 — Indefinite 107,980 — Other intangibles 61,716 46,758 11 61,836 46,156 $ 577,842 $ 158,542 $ 580,322 $ 144,282 |
Schedule of Finite-Lived Intangible Assets | The carrying basis and accumulated amortization of recognized intangible assets at July 2, 2022 and January 1, 2022, are as follows: July 2, January 1, 2022 2022 Gross Carrying Amount Accumulated Amortization Average Remaining Life in Years Gross Carrying Amount Accumulated Amortization Intangible Assets Customer relationships $ 408,328 $ 111,549 11 $ 410,094 $ 97,895 Noncompete agreements 395 235 5 412 231 Tradenames and trademarks 107,403 — Indefinite 107,980 — Other intangibles 61,716 46,758 11 61,836 46,156 $ 577,842 $ 158,542 $ 580,322 $ 144,282 |
Schedule of Goodwill | The changes in the carrying amounts of goodwill for the period ended July 2, 2022 were as follows: Balance as of January 1, 2022 $ 369,286 Changes due to foreign currency fluctuations (1,253) Goodwill adjusted during the period 52 Balance as of July 2, 2022 $ 368,085 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are summarized as follows: July 2, January 1, 2022 2022 Sales tax payable $ 4,859 $ 3,606 Interest payable 256 2,741 Contingent consideration payable--short term 1,002 — Other accrued liabilities 1,973 1,766 Employee compensation 15,520 13,857 Customer deposits and allowances 30,674 24,555 Income taxes 2,229 810 Current operating lease liabilities 4,944 — Other 4,501 6,776 Total $ 65,958 $ 54,111 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following: July 2, January 1, 2022 2022 Note payable - Amendment No. 4 First Lien $ 718,346 $ 722,379 Financing leases 651 — $ 718,997 $ 722,379 Less unamortized deferred finance fees 8,885 10,594 Less current maturities 8,229 8,067 Total long-term debt $ 701,883 $ 703,718 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
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 identifiedassets acquired, and liabilities assumed at the date of acquisition: Fair Value of Consideration Transferred Cash $ 9,383 Hold Back Liability 1,002 Total Fair Value of Consideration Transferred $ 10,385 Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed Cash 169 Accounts receivable 1,101 Other current assets 103 Property and equipment 197 Identifiable intangible assets Customer relationships 2,470 Backlog 280 Trademark 1,450 Recognized amounts of identifiable liabilities assumed Accounts payable (473) Accrued expenses (152) Other liabilities (1,398) Total identifiable net assets $ 3,747 Goodwill $ 6,638 Fair Value of Consideration Transferred Cash $ 169,173 Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed Cash 208 Accounts receivable 8,502 Inventories 9,075 Property and equipment 7,803 Other assets 29 Identifiable intangible assets Customer relationships 26,320 Backlog 3,130 Trademark 20,850 Recognized amounts of identifiable liabilities assumed Accounts payable (8,012) Accrued expenses (571) Other liabilities (887) Total identifiable net assets $ 66,446 Goodwill $ 102,727 |
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 15 Years Backlog 280 3 Months Trade Name 1,450 Indefinite Identifiable Intangible Assets $ 4,200 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 15 Years Backlog 3,130 4 Months Trade Name 20,850 Indefinite Identifiable Intangible Assets $ 50,300 |
Equity Incentive Plan and Uni_2
Equity Incentive Plan and Unit Option Plan (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Unit Activity | RSUs are subject to one Six Months Ended July 2, 2022 RSUs Weighted-Average Grant Date Fair Value Outstanding at January 1, 2022 275,370 $ 11.9 Granted 330,462 9.9 Vested (69,687) 11.9 Forfeited (8,410) 11.3 Outstanding at July 2, 2022 527,735 $ 10.6 Unvested at July 2, 2022 527,735 $ 10.6 Six Months Ended July 2, 2022 PSUs Weighted-Average Grant Date Fair Value Outstanding at January 1, 2022 — $ — Granted 269,863 9.4 Vested — — Forfeited — — Outstanding at July 2, 2022 269,863 $ 9.4 Unvested at July 2, 2022 269,863 $ 9.4 |
Schedule of Valuation Assumptions | A summary of the assumptions used in determining the fair value of stock options is as follows Six Months Ended July 2, 2022 Expected life of option (years) 6.25 Risk-free interest rate 2.9% - 3.01% Expected volatility of the Company’s stock 45 % Expected dividend yield on the Company’s stock — % |
Schedule of Stock Option Activity | Stock options activity for the six months ended July 2, 2022 is as follows: Six Months Ended July 2, 2022 Stock Options Weighted-Average Grant Date Fair Value Weighted Average Remaining Contractual Life (in years) Intrinsic value Outstanding at January 1, 2022 — $ — $ — Granted 736,105 4.5 10.0 — Vested — — — Forfeited — — — Outstanding at July 2, 2022 736,105 $ 4.5 9.8 $ — Unvested at July 2, 2022 736,105 $ 4.5 9.8 $ — |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Equity [Abstract] | |
Schedule of Stock by Class | The table below represents the approximate common stock holdings of the 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) | 6 Months Ended |
Jul. 02, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Balances | Contract balances for the six months ended July 2, 2022 and January 1, 2022 were as follows: July 2, 2022 January 1, 2022 Contract assets, beginning of the period $ 23,121 $ 11,399 Contract assets, end of the period 21,715 23,121 Contract liabilities, beginning of the period 23,207 21,525 Contract liabilities, end of the period $ 26,084 $ 23,207 |
Disaggregation of Revenue | Revenue by Timing of Revenue Recognition Three Months Ended Six Months Ended Reportable Segments by Timing of Revenue Recognition July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021 Janus North America Goods transferred at a point in time $ 215,865 $ 139,189 $ 416,023 $ 260,082 Services transferred over time 25,597 25,056 50,696 50,698 $ 241,462 $ 164,245 $ 466,719 $ 310,780 Janus International Goods transferred at a point in time $ 12,176 $ 9,775 $ 22,975 $ 16,848 Services transferred over time 8,148 8,570 15,263 14,057 $ 20,324 $ 18,345 $ 38,238 $ 30,905 Eliminations $ (14,072) $ (8,408) $ (27,723) $ (14,678) Total Revenue $ 247,714 $ 174,182 $ 477,234 $ 327,007 Revenue by Sales Channel Revenue Recognition Three Months Ended Six Months Ended Reportable Segments by Sales Channel Revenue Recognition July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021 Janus North America Self Storage-New Construction $ 70,650 $ 55,601 $ 146,359 $ 104,301 Self Storage-R3 69,431 52,182 131,003 91,514 Commercial and Others 101,381 56,462 189,357 114,965 $ 241,462 $ 164,245 $ 466,719 $ 310,780 Janus International Self Storage-New Construction $ 14,884 $ 14,878 $ 26,782 $ 23,779 Self Storage-R3 5,440 3,467 11,456 7,126 $ 20,324 $ 18,345 $ 38,238 $ 30,905 Eliminations $ (14,072) $ (8,408) $ (27,723) $ (14,678) Total Revenue $ 247,714 $ 174,182 $ 477,234 $ 327,007 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Leases [Abstract] | |
Balance Sheet Information | The components of ROU assets and lease liabilities were as follows: (in thousands) Balance Sheet Classification July 2, 2022 Assets: Operating lease assets Right-of-use assets, net $ 39,891 Finance lease assets Right-of-use assets, net 644 Total leased assets $ 40,535 Liabilities: Current: Operating Other accrued expenses $ 4,944 Financing Current maturities of long-term debt 161 Noncurrent: Operating Other long-term liabilities $ 37,579 Financing Long-term debt 490 Total lease liabilities $ 43,174 |
Lease Costs | The components of lease expense were as follows: Three Months Ended Six Months Ended (in thousands) July 2, 2022 July 2, 2022 Operating lease cost $ 2,018 $ 4,005 Short-term lease cost — 60 Financial lease cost: Amortization of right-of-use assets $ 45 $ 62 Interest on lease liabilities 9 12 Total lease cost $ 2,072 $ 4,139 Other information related to leases was as follows: July 2, 2022 Weighted Average Remaining Lease Term Operating Leases 9.8 years Finance Leases 3.7 years Weighted Average Discount Rate Operating Leases 6.6% Finance Leases 5.0% |
Schedule of Operating Lease Maturity | As of July 2, 2022, future minimum lease payments under noncancellable operating leases with initial or remaining lease terms in excess of one year were as follows: (in thousands) 2022 $ 3,801 2023 7,354 2024 6,457 2025 5,759 2026 5,215 Thereafter 30,801 Total future lease payments $ 59,387 Less imputed interest $ (16,864) Present value of future lease payments $ 42,523 |
Schedule of Finance Lease Maturity | As of July 2, 2022, minimum repayments of long-term debt under financing leases were as follows: (in thousands) 2022 $ 95 2023 189 2024 189 2025 189 2026 40 Thereafter 11 Total future lease payments $ 713 Less imputed interest $ (62) Present value of future lease payments $ 651 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | The following table sets forth the computation of basic and diluted EPS attributable to common stockholders for the three and six months ended July 2, 2022 and June 26, 2021 (in thousands, except share and per share data): Three Months Ended Six Months Ended July 2, 2022 June 26, 2021 July 2, 2022 June 26, 2021 Numerator: Net income (loss) attributable to common stockholders $ 22,837 $ (1,694) $ 42,541 $ 13,025 Denominator: Weighted average number of shares: Basic 146,575,720 81,009,261 146,568,719 73,577,447 Adjustment for dilutive securities 142,217 — 79,587 302,404 Diluted 146,717,937 81,009,261 146,648,306 73,879,851 Basic net income (loss) per share attributable to common stockholders $ 0.16 $ (0.02) $ 0.29 $ 0.18 Diluted net income (loss) per share attributable to common stockholders $ 0.16 $ (0.02) $ 0.29 $ 0.18 |
Segments Information (Tables)
Segments Information (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summarized financial information for the Company’s segments is shown in the following tables: Three Months Ended Six Months Ended July 2, June 26, July 2, June 26, 2022 2021 2022 2021 Revenue Janus North America $ 241,462 $ 164,245 $ 466,719 $ 310,780 Janus International 20,324 18,345 38,238 30,905 Intersegment (14,072) (8,408) (27,723) (14,678) Consolidated Revenue $ 247,714 $ 174,182 $ 477,234 $ 327,007 Income From Operations Janus North America $ 38,173 $ 16,581 $ 73,028 $ 40,497 Janus International 1,702 (5,389) 1,949 (5,082) Eliminations (26) (2) (15) 24 Total Segment Operating Income $ 39,849 $ 11,190 $ 74,962 $ 35,439 Depreciation Expense Janus North America $ 1,791 $ 1,400 $ 3,464 $ 2,767 Janus International 187 106 371 212 Consolidated Depreciation Expense $ 1,978 $ 1,506 $ 3,835 $ 2,979 Amortization of Intangible Assets Janus North America $ 7,324 $ 6,402 $ 14,210 $ 12,816 Janus International 322 389 661 807 Consolidated Amortization Expense $ 7,646 $ 6,791 $ 14,871 $ 13,623 Capital Expenditures Janus North America $ 2,121 $ 1,234 $ 4,673 $ 2,654 Janus International 267 395 595 1,339 Consolidated Capital Expenditures $ 2,388 $ 1,629 $ 5,268 $ 3,993 July 2, January 1 2022 2022 Identifiable Assets Janus North America $ 1,146,618 $ 1,063,563 Janus International 58,921 58,439 Consolidated Assets $ 1,205,539 $ 1,122,002 |
Nature of Operations (Details)
Nature of Operations (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2022 USD ($) region | Jun. 26, 2021 USD ($) | Jul. 02, 2022 USD ($) segment region | Jun. 26, 2021 USD ($) | Jan. 01, 2022 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||
Number of geographic regions | region | 2 | 2 | |||
Number of reportable segments | segment | 2 | ||||
Assets | $ 1,205,539 | $ 1,205,539 | $ 1,122,002 | ||
Revenue | 247,714 | $ 174,182 | 477,234 | $ 327,007 | |
Non-U.S. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Assets | 59,260 | 59,260 | $ 58,439 | ||
Revenue | $ 20,324 | $ 18,345 | $ 38,238 | $ 30,905 |
Nature of Operations - Allowanc
Nature of Operations - Allowance For Credit Loss (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 02, 2022 | Jun. 26, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | $ 5,449 | $ 4,485 |
Write-offs | (1,017) | (43) |
Provision (Reversal), net | 1,809 | (623) |
Ending Balance | 6,607 | $ 3,819 |
Cumulative Effect, Period of Adoption, Adjustment | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | $ 366 |
Recently Issued Accounting St_3
Recently Issued Accounting Standards - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 02, 2022 | Jan. 01, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets, net | $ 40,535 | $ 0 | |
Lease liabilities | 43,174 | ||
Accounts Receivable, net | 132,531 | $ 107,006 | 107,372 |
Cost in Excess of Billings | 21,715 | 23,121 | 23,121 |
Accumulated Deficit | $ (33,039) | 8,944 | 8,578 |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use assets, net | 42,835 | ||
Lease liabilities | 44,776 | ||
Accumulated Deficit | 557 | ||
Previously Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts Receivable, net | 107,372 | ||
Cost in Excess of Billings | 23,121 | ||
Accumulated Deficit | 8,578 | ||
Revision of prior period, adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts Receivable, net | (366) | ||
Accumulated Deficit | $ 366 | $ 366 |
Inventories - Summary Of Major
Inventories - Summary Of Major Components Of Inventories (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 47,980 | $ 41,834 |
Work-in-process | 622 | 671 |
Finished goods | 18,167 | 14,091 |
Total | 66,769 | 56,596 |
Inventory valuation reserves | $ 1,374 | $ 1,295 |
Property and Equipment - Summar
Property and Equipment - Summary Of Property, Equipment, and Other Fixed Assets (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 65,649 | $ 61,646 |
Less accumulated depreciation | (23,092) | (20,039) |
Property, plant and equipment, net | 42,557 | 41,607 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,501 | 4,501 |
Manufacturing machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 36,634 | 35,688 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,936 | 4,599 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,250 | 3,571 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 14,328 | $ 13,287 |
Acquired Intangible Assets an_3
Acquired Intangible Assets and Goodwill - Recognized Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2022 | Jun. 26, 2021 | Jul. 02, 2022 | Jun. 26, 2021 | Jan. 01, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Total gross carrying amount | $ 577,842 | $ 577,842 | $ 580,322 | ||
Accumulated Amortization | 158,542 | 158,542 | 144,282 | ||
Foreign currency translation loss | 1,870 | $ 270 | |||
Intangible amortization | 7,646 | $ 6,791 | 14,871 | $ 13,623 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Gross carrying amount, indefinite-lived | 107,403 | 107,403 | 107,980 | ||
Tradenames and trademarks | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Gross carrying amount, indefinite-lived | 107,403 | 107,403 | 107,980 | ||
Customer relationships, net | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 408,328 | 408,328 | 410,094 | ||
Accumulated Amortization | 111,549 | $ 111,549 | 97,895 | ||
Average Remaining Life in Years | 11 years | ||||
Noncompete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 395 | $ 395 | 412 | ||
Accumulated Amortization | 235 | $ 235 | 231 | ||
Average Remaining Life in Years | 5 years | ||||
Other intangibles | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 61,716 | $ 61,716 | 61,836 | ||
Accumulated Amortization | $ 46,758 | $ 46,758 | $ 46,156 | ||
Average Remaining Life in Years | 11 years |
Acquired Intangible Assets an_4
Acquired Intangible Assets and Goodwill - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jul. 02, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 369,286 |
Changes due to foreign currency fluctuations | (1,253) |
Goodwill adjusted during the period | 52 |
Ending balance | $ 368,085 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Payables and Accruals [Abstract] | ||
Sales tax payable | $ 4,859 | $ 3,606 |
Interest payable | 256 | 2,741 |
Contingent consideration payable--short term | 1,002 | 0 |
Other accrued liabilities | 1,973 | 1,766 |
Employee compensation | 15,520 | 13,857 |
Customer deposits and allowances | 30,674 | 24,555 |
Income taxes | 2,229 | 810 |
Current operating lease liabilities | 4,944 | 0 |
Other | 4,501 | 6,776 |
Total | $ 65,958 | $ 54,111 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 02, 2022 | Jul. 02, 2022 | Jan. 01, 2022 | Aug. 31, 2021 | Feb. 12, 2018 | |
Line of Credit Facility [Line Items] | |||||
Unamortized debt issuance costs | $ 8,885,000 | $ 10,594,000 | |||
Line of credit | $ 0 | $ 6,369,000 | |||
Revolving Credit Facility | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 1% | ||||
Revolving Credit Facility | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Borrowing capacity | $ 80,000,000 | $ 80,000,000 | $ 50,000,000 | ||
Amendment fees | $ 425,000 | ||||
Interest rate | 5% | 3.50% | |||
Deferred finance fees | $ 1,483,000 | ||||
Unamortized debt issuance costs | 525,000 | $ 648,000 | |||
Line of credit | $ 0 | $ 6,369,000 | |||
Revolving Credit Facility | Line of Credit | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 1.25% | ||||
Revolving Credit Facility | Line of Credit | Federal Funds Rate | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 0.50% | ||||
Revolving Credit Facility | Line of Credit | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate | 0.25% |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Debt Instrument [Line Items] | ||
Financing leases | $ 651 | $ 0 |
Total | 718,997 | 722,379 |
Less unamortized deferred finance fees | 8,885 | 10,594 |
Less current maturities | 8,229 | 8,067 |
Total long-term debt | 701,883 | 703,718 |
Notes Payable | Note payable - Amendment No. 4 First Lien | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 718,346 | $ 722,379 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jul. 02, 2022 | Jun. 26, 2021 | Jul. 02, 2022 | Jun. 26, 2021 | Jan. 01, 2022 | Aug. 18, 2021 | |
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ 8,885,000 | $ 8,885,000 | $ 10,594,000 | |||
Letters of credit outstanding | 400,000 | 400,000 | $ 400,000 | |||
Deferred finance fee amortization | 1,832,000 | $ 1,487,000 | ||||
Notes Payable | First Lien Amendment No. 3 | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 155,000,000 | |||||
Deferred finance fee amortization | $ 858,000 | $ 640,000 | $ 1,709,000 | $ 1,487,000 | ||
Notes Payable | Note payable - Amendment No. 4 First Lien | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 726,413,000 | |||||
Periodic repayment, percent | 0.25% | |||||
Interest rate | 4.92% |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 31, 2021 | Aug. 17, 2021 | Jun. 07, 2021 | Jan. 19, 2021 | Jun. 26, 2021 | Jul. 02, 2022 | Jun. 26, 2021 | Jan. 01, 2022 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 368,085 | $ 369,286 | ||||||
Number of shares sold (in shares) | 25,000,000 | |||||||
Share based compensation | $ 1,510 | $ 5,262 | ||||||
G & M Stor-More Pty Ltd | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 929 | |||||||
Weighted-average amortization period | 11 years 7 months 6 days | |||||||
Percentage of assets acquired | 100% | |||||||
Cash payment for asset acquisition | $ 1,739 | |||||||
Finite lived assets acquired | 814 | |||||||
Liabilities assumed | $ (4) | |||||||
Acquisition related costs | 105 | |||||||
PIPE Investors | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares sold (in shares) | 25,000,000 | |||||||
Sale of price per share (in dollars per share) | $ 10 | |||||||
Director | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares sold (in shares) | 1,000,000 | |||||||
Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability (in shares) | 41,113,850 | |||||||
Access Control Technologies, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Interest acquired | 100% | |||||||
Total consideration | $ 10,385 | |||||||
Cash consideration | 9,383 | |||||||
Contingent liability | 1,002 | |||||||
Goodwill | $ 6,638 | |||||||
Weighted-average amortization period | 8 years 9 months 18 days | |||||||
Acquisition related costs | 284 | |||||||
Identifiable intangible assets | $ 4,200 | |||||||
Total identifiable net assets (liabilities) | $ 3,747 | |||||||
DBCI, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Interest acquired | 100% | |||||||
Cash consideration | $ 169,173 | |||||||
Goodwill | $ 102,727 | |||||||
Weighted-average amortization period | 7 years 10 months 24 days | |||||||
Acquisition related costs | $ 2,685 | |||||||
Identifiable intangible assets | $ 50,300 | |||||||
Total identifiable net assets (liabilities) | $ 66,446 | |||||||
Juniper Industrial Holdings, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Total consideration | $ 1,200,000 | |||||||
Cash consideration | 541,700 | |||||||
Acquisition related costs | 4,468 | |||||||
Share based compensation | 5,210 | |||||||
Acquisition costs | $ 44,500 | |||||||
Juniper Industrial Holdings, Inc. | Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued in acquisition (in shares) | 70,270,400 | |||||||
Business Acquisition, Share Price | $ 10 | |||||||
Value of equity issued in acquisition | $ 702,700 | |||||||
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability (in shares) | 2,000,000 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Aug. 17, 2021 | Jul. 02, 2022 | Jan. 01, 2022 |
Recognized amounts of identifiable liabilities assumed | ||||
Goodwill | $ 368,085 | $ 369,286 | ||
Access Control Technologies, LLC | ||||
Fair Value of Consideration Transferred | ||||
Cash | $ 9,383 | |||
Contingent liability | 1,002 | |||
Total Fair Value of Consideration Transferred | 10,385 | |||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Cash | 169 | |||
Accounts receivable | 1,101 | |||
Other current assets | 103 | |||
Property and equipment | 197 | |||
Recognized amounts of identifiable liabilities assumed | ||||
Accounts payable | (473) | |||
Accrued expenses | (152) | |||
Other liabilities | (1,398) | |||
Total identifiable net assets | 3,747 | |||
Goodwill | $ 6,638 | |||
Weighted-average amortization period | 8 years 9 months 18 days | |||
Access Control Technologies, LLC | Trademark | ||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Identifiable intangible assets | $ 1,450 | |||
Access Control Technologies, LLC | Customer relationships, net | ||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Identifiable intangible assets | 2,470 | |||
Access Control Technologies, LLC | Backlog | ||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Identifiable intangible assets | $ 280 | |||
DBCI, LLC | ||||
Fair Value of Consideration Transferred | ||||
Cash | $ 169,173 | |||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Cash | 208 | |||
Accounts receivable | 8,502 | |||
Inventories | 9,075 | |||
Property and equipment | 7,803 | |||
Other assets | 29 | |||
Recognized amounts of identifiable liabilities assumed | ||||
Accounts payable | (8,012) | |||
Accrued expenses | (571) | |||
Other liabilities | (887) | |||
Total identifiable net assets | 66,446 | |||
Goodwill | $ 102,727 | |||
Weighted-average amortization period | 7 years 10 months 24 days | |||
DBCI, LLC | Trademark | ||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Identifiable intangible assets | $ 20,850 | |||
DBCI, LLC | Customer relationships, net | ||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Identifiable intangible assets | 26,320 | |||
DBCI, LLC | Backlog | ||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||
Identifiable intangible assets | $ 3,130 |
Business Combinations - Asset_2
Business Combinations - Assets Acquired (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 17, 2021 | Jul. 02, 2022 | |
Customer relationships, net | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Average Remaining Life in Years | 11 years | ||
Access Control Technologies, LLC | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets | $ 4,200 | ||
Access Control Technologies, LLC | Trademark | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite lived assets acquired | 1,450 | ||
Access Control Technologies, LLC | Customer relationships, net | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite lived assets acquired | $ 2,470 | ||
Average Remaining Life in Years | 15 years | ||
Access Control Technologies, LLC | Backlog | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite lived assets acquired | $ 280 | ||
Average Remaining Life in Years | 3 months | ||
DBCI, LLC | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Identifiable intangible assets | $ 50,300 | ||
DBCI, LLC | Trademark | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite lived assets acquired | 20,850 | ||
DBCI, LLC | Customer relationships, net | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite lived assets acquired | $ 26,320 | ||
Average Remaining Life in Years | 15 years | ||
DBCI, LLC | Backlog | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite lived assets acquired | $ 3,130 | ||
Average Remaining Life in Years | 4 months |
Equity Incentive Plan and Uni_3
Equity Incentive Plan and Unit Option Plan - 2021 Omnibus Plan (Details) | Jul. 02, 2022 shares |
2021 Omnibus Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for grant (in shares) | 15,125,000 |
Equity Incentive Plan and Uni_4
Equity Incentive Plan and Unit Option Plan - Rollforward (Details) | 6 Months Ended |
Jul. 02, 2022 $ / shares shares | |
RSUs | |
RSUs | |
Beginning balance (in shares) | shares | 275,370 |
Granted (in shares) | shares | 330,462 |
Vested (in shares) | shares | (69,687) |
Forfeited (in shares) | shares | (8,410) |
Ending balance (in shares) | shares | 527,735 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 11.9 |
Granted (in dollars per share) | $ / shares | 9.9 |
Vested (in dollars per share) | $ / shares | 11.9 |
Forfeited (in dollars per share) | $ / shares | 11.3 |
Ending balance (in dollars per share) | $ / shares | $ 10.6 |
RSUs | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
RSUs | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Performance-based RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
RSUs | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 269,863 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 269,863 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 9.4 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 9.4 |
Equity Incentive Plan and Uni_5
Equity Incentive Plan and Unit Option Plan - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 15, 2018 | Jul. 02, 2022 | Jul. 02, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 3,193 | $ 3,193 | |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 679 | 1,278 | |
Unrecognized compensation expense | 5,101 | $ 5,101 | |
Unrecognized compensation period | 3 years 1 month 6 days | ||
RSUs | Common B Unit Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accelerated vesting (in shares) | 16,079 | ||
RSUs | Common B Unit Incentive Plan | Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accelerated vesting (in shares) | 4,012,873 | ||
RSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
RSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Performance-based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 138 | $ 138 | |
Unrecognized compensation expense | 2,399 | $ 2,399 | |
Unrecognized compensation period | 2 years 6 months | ||
Vesting percentage | 100% | ||
Vesting period | 3 years | ||
Performance-based RSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 0% | ||
Performance-based RSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 200% | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 94 | $ 94 | |
Unrecognized compensation period | 3 years 9 months 18 days | ||
Vesting period | 4 years | ||
Expiration period | 10 years | ||
Stock options | Tranche one | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25% | ||
Stock options | Tranche two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25% | ||
Stock options | Tranche three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25% | ||
Stock options | Tranche four | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25% |
Equity Incentive Plan and Uni_6
Equity Incentive Plan and Unit Option Plan - Valuation Assumptions (Details) - Stock options | 6 Months Ended |
Jul. 02, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of option (years) | 6 years 3 months |
Expected volatility of the Company’s stock | 45% |
Expected dividend yield on the Company’s stock | 0% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 2.90% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 3.01% |
Equity Incentive Plan and Uni_7
Equity Incentive Plan and Unit Option Plan - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 02, 2022 | Jan. 01, 2022 | |
Stock Options | ||
Beginning balance outstanding (in shares) | 0 | |
Granted (in shares) | 736,105 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Ending balance outstanding (in shares) | 736,105 | 0 |
Unvested (in shares) | 736,105 | |
Weighted-Average Grant Date Fair Value | ||
Beginning balance outstanding (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 4.5 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Ending balance outstanding (in dollars per share) | 4.5 | $ 0 |
Unvested (in dollars per share) | $ 4.5 | |
Weighted Average Remaining Contractual Life (in years) | 9 years 9 months 18 days | 10 years |
Weighted Average Remaining Contractual Life, unvested (in years) | 9 years 9 months 18 days | |
Intrinsic value | $ 0 | $ 0 |
Unvested, intrinsic value | $ 0 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Jun. 07, 2021 USD ($) $ / shares shares | Aug. 31, 2019 USD ($) $ / shares shares | Jun. 26, 2021 USD ($) | Jul. 02, 2022 $ / shares shares | Jan. 01, 2022 $ / shares shares | |
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 825,000,000 | 825,000,000 | 825,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding (in shares) | 138,384,250 | 146,639,377 | 146,561,717 | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Preferred stock, shares issued (in shares) | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | ||||
Number of shares sold (in shares) | 25,000,000 | ||||
Value of shares issued | $ | $ 250,000 | ||||
Number of warrants transferred (in shares) | 5,075,000 | ||||
Warrants outstanding (in shares) | 17,249,995 | ||||
Private Placement | Warrant [Member] | The Sponsor | |||||
Class of Stock [Line Items] | |||||
Number of shares sold (in shares) | 10,150,000 | ||||
Sale of price per share (in dollars per share) | $ / shares | $ 1 | ||||
Conversion ratio | 1 | ||||
Consideration on sale of stock | $ | $ 10,150 | ||||
Warrant redemption price (in dollars per share) | $ / shares | $ 11.50 | ||||
PIPE Investors | |||||
Class of Stock [Line Items] | |||||
Number of shares sold (in shares) | 25,000,000 | ||||
Sale of price per share (in dollars per share) | $ / shares | $ 10 | ||||
Director | |||||
Class of Stock [Line Items] | |||||
Number of shares sold (in shares) | 1,000,000 | ||||
Class A Preferred Units | |||||
Class of Stock [Line Items] | |||||
Conversion ratio | 343.983 | ||||
Class B Common Units | |||||
Class of Stock [Line Items] | |||||
Conversion ratio | 249.585 | ||||
Class B Common Units | The Sponsor | |||||
Class of Stock [Line Items] | |||||
Issuance of PIPE (in shares) | 2,000,000 | 8,625,000 | |||
Value of shares issued | $ | $ 25,000 | ||||
Share price (in dollars per share) | $ / shares | $ 0.003 |
Stockholders_ Equity - Common S
Stockholders’ Equity - Common Stock Holdings (Details) - shares | Jul. 02, 2022 | Jan. 01, 2022 | Jun. 07, 2021 |
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 146,639,377 | 146,561,717 | 138,384,250 |
Common stock, shares outstanding, percent | 100% | ||
Janus Midco, LLC Unitholders | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 70,270,400 | ||
Common stock, shares outstanding, percent | 50.80% | ||
Public Stockholders | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 43,113,850 | ||
Common stock, shares outstanding, percent | 31.20% | ||
PIPE Investors | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 25,000,000 | ||
Common stock, shares outstanding, percent | 18% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2022 | Jun. 26, 2021 | Jul. 02, 2022 | Jun. 26, 2021 | Jan. 01, 2022 | |
Related Party Transaction [Line Items] | |||||
Management fees paid | $ 1,124,000 | $ 1,763,000 | |||
Management fees payable | $ 0 | $ 0 | $ 0 | ||
Janus Butler, LLC | |||||
Related Party Transaction [Line Items] | |||||
Rent expense | 37,000 | 86,000 | |||
Rent expense | 37,000 | 75,000 | |||
Monthly rate | $ 13,000 | ||||
Annual escalation | 1.50% | ||||
134 Janus International, LLC | |||||
Related Party Transaction [Line Items] | |||||
Rent expense | 0 | 114,000 | $ 0 | 229,000 | |
ASTA Investment, LLC | |||||
Related Party Transaction [Line Items] | |||||
Rent expense | $ 136,000 | $ 199,000 | 340,000 | $ 397,000 | |
Monthly rate | $ 68,000 | ||||
Annual escalation | 2% |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 02, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Contract assets | $ 21,715 | $ 21,715 | $ 23,121 | $ 11,399 |
Contract liabilities | 26,084 | 26,084 | 23,207 | $ 21,525 |
Revenue recognized | 2,738 | 15,193 | ||
Unsatisfied performance obligations | $ 5,616 | $ 5,616 | $ 18,071 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jun. 26, 2021 | Jul. 02, 2022 | Jun. 26, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 247,714 | $ 174,182 | $ 477,234 | $ 327,007 |
Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (14,072) | (8,408) | (27,723) | (14,678) |
Janus North America | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 241,462 | 164,245 | 466,719 | 310,780 |
Janus North America | Operating Segments | Self Storage-New Construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 70,650 | 55,601 | 146,359 | 104,301 |
Janus North America | Operating Segments | Self Storage-R3 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 69,431 | 52,182 | 131,003 | 91,514 |
Janus North America | Operating Segments | Commercial and Others | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 101,381 | 56,462 | 189,357 | 114,965 |
Janus North America | Operating Segments | Goods transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 215,865 | 139,189 | 416,023 | 260,082 |
Janus North America | Operating Segments | Services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,597 | 25,056 | 50,696 | 50,698 |
Janus International | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 20,324 | 18,345 | 38,238 | 30,905 |
Janus International | Operating Segments | Self Storage-New Construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14,884 | 14,878 | 26,782 | 23,779 |
Janus International | Operating Segments | Self Storage-R3 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,440 | 3,467 | 11,456 | 7,126 |
Janus International | Operating Segments | Goods transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 12,176 | 9,775 | 22,975 | 16,848 |
Janus International | Operating Segments | Services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 8,148 | $ 8,570 | $ 15,263 | $ 14,057 |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Assets: | ||
Operating lease assets | $ 39,891 | |
Finance lease assets | 644 | |
Total leased assets | $ 40,535 | $ 0 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total leased assets | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total leased assets | |
Liabilities: | ||
Operating, current | $ 4,944 | $ 0 |
Financing, current | 161 | |
Operating, noncurrent | 37,579 | |
Financing, noncurrent | 490 | |
Total lease liabilities | $ 43,174 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other accrued liabilities | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Less current maturities | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total long-term debt |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 02, 2022 | Jul. 02, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 2,018 | $ 4,005 |
Short-term lease cost | 0 | 60 |
Finance lease cost, Amortization of right-of-use assets | 45 | 62 |
Finance lease cost, Interest on lease liabilities | 9 | 12 |
Total lease cost | $ 2,072 | $ 4,139 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) | Jul. 02, 2022 |
Leases [Abstract] | |
Operating Lease, Weighted Average Remaining Lease Term | 9 years 9 months 18 days |
Finance Lease, Weighted Average Remaining Lease Term | 3 years 8 months 12 days |
Operating Lease, Weighted Average Discount Rate | 6.60% |
Finance Lease, Weighted Average Discount Rate | 5% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity (Details) $ in Thousands | Jul. 02, 2022 USD ($) |
Leases [Abstract] | |
2022 | $ 3,801 |
2023 | 7,354 |
2024 | 6,457 |
2025 | 5,759 |
2026 | 5,215 |
Later years | 30,801 |
Total future lease payments | 59,387 |
Less imputed interest | (16,864) |
Present value of future lease payments | $ 42,523 |
Leases - Finance Lease Maturity
Leases - Finance Lease Maturity (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
2022 | $ 95 | |
2023 | 189 | |
2024 | 189 | |
2025 | 189 | |
2026 | 40 | |
Later years | 11 | |
Total future lease payments | 713 | |
Less imputed interest | (62) | |
Present value of future lease payments | $ 651 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jun. 26, 2021 | Jul. 02, 2022 | Jun. 26, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 7,802 | $ 2,560 | $ 14,409 | $ 2,405 |
Income From Operations | $ 30,639 | $ 866 | $ 56,950 | $ 15,430 |
Effective income tax rate | 25.50% | 295.60% | 25.30% | 15.60% |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jun. 26, 2021 | Jul. 02, 2022 | Jun. 26, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to common stockholders | $ 22,837 | $ (1,694) | $ 42,541 | $ 13,025 |
Net income (loss) attributable to common stockholders | $ 22,837 | $ (1,694) | $ 42,541 | $ 13,025 |
Weighted average number of shares: | ||||
Basic | 146,575,720 | 81,009,261 | 146,568,719 | 73,577,447 |
Adjustment for dilutive securities (in shares) | 142,217 | 0 | 79,587 | 302,404 |
Diluted (in shares) | 146,717,937 | 81,009,261 | 146,648,306 | 73,879,851 |
Basic net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.16 | $ (0.02) | $ 0.29 | $ 0.18 |
Diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.16 | $ (0.02) | $ 0.29 | $ 0.18 |
Segments Information (Details)
Segments Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2022 USD ($) | Jun. 26, 2021 USD ($) | Jul. 02, 2022 USD ($) segment | Jun. 26, 2021 USD ($) | Jan. 01, 2022 USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Revenue | $ 247,714 | $ 174,182 | $ 477,234 | $ 327,007 | |
Income From Operations | 39,849 | 11,190 | 74,962 | 35,439 | |
Depreciation Expense | 1,978 | 1,506 | 3,835 | 2,979 | |
Amortization of Expense | 7,646 | 6,791 | 14,871 | 13,623 | |
Capital Expenditures | 2,388 | 1,629 | 5,268 | 3,993 | |
Assets | 1,205,539 | 1,205,539 | $ 1,122,002 | ||
Janus North America | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation Expense | 1,791 | 1,400 | 3,464 | 2,767 | |
Amortization of Expense | 7,324 | 6,402 | 14,210 | 12,816 | |
Capital Expenditures | 2,121 | 1,234 | 4,673 | 2,654 | |
Assets | 1,146,618 | 1,146,618 | 1,063,563 | ||
Janus International | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation Expense | 187 | 106 | 371 | 212 | |
Amortization of Expense | 322 | 389 | 661 | 807 | |
Capital Expenditures | 267 | 395 | 595 | 1,339 | |
Assets | 58,921 | 58,921 | $ 58,439 | ||
Operating Segments | Janus North America | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 241,462 | 164,245 | 466,719 | 310,780 | |
Income From Operations | 38,173 | 16,581 | 73,028 | 40,497 | |
Operating Segments | Janus International | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 20,324 | 18,345 | 38,238 | 30,905 | |
Income From Operations | 1,702 | (5,389) | 1,949 | (5,082) | |
Intersegment | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (14,072) | (8,408) | (27,723) | (14,678) | |
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (14,072) | (8,408) | (27,723) | (14,678) | |
Income From Operations | $ (26) | $ (2) | $ (15) | $ 24 |
Significant Estimates and Con_2
Significant Estimates and Concentrations (Details) - Insurance Claims - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Workers' Compensation Insurance Program | ||
Loss Contingencies [Line Items] | ||
Claims in excess | $ 200 | $ 200 |
Estimate of possible loss | 571 | 383 |
Health Insurance Program | ||
Loss Contingencies [Line Items] | ||
Claims in excess | 275 | 275 |
Estimate of possible loss | $ 1,479 | $ 1,539 |