Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Jul. 02, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-04321 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 607.9 | ||
Entity Common Stock, Shares Outstanding | 146,703,894 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001839839 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 243 |
Auditor Name | BDO USA, LLP |
Auditor Location | Atlanta, GA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Current Assets | ||
Cash | $ 78,373 | $ 13,192 |
Accounts receivable, less allowance for credit losses; $4,549 and $5,449, at December 31, 2022 and January 1, 2022, respectively | 155,397 | 107,372 |
Costs in excess of billing on uncompleted contracts | 39,251 | 23,121 |
Inventory, net | 67,677 | 56,596 |
Prepaid expenses | 9,098 | 9,843 |
Other current assets | 13,381 | 4,057 |
Total current assets | 363,177 | 214,181 |
Right of-use assets, net | 44,305 | 0 |
Property and equipment, net | 42,083 | 41,607 |
Intangible assets, net | 404,385 | 436,040 |
Goodwill | 368,204 | 369,286 |
Deferred tax asset, net | 46,601 | 58,915 |
Other assets | 1,863 | 1,973 |
Total assets | 1,270,618 | 1,122,002 |
Current Liabilities | ||
Accounts payable | 52,268 | 54,961 |
Billing in excess of costs on uncompleted contracts | 21,445 | 23,207 |
Current maturities of long-term debt | 8,347 | 8,067 |
Other accrued liabilities | 70,551 | 54,111 |
Total current liabilities | 152,611 | 140,346 |
Debt outstanding | 0 | 6,369 |
Long-term debt, net | 699,850 | 703,718 |
Deferred tax liability, net | 1,927 | 749 |
Other long-term liabilities | 40,944 | 2,533 |
Total liabilities | 895,332 | 853,715 |
Commitments and Contingencies (Notes 21) | ||
STOCKHOLDERS’ EQUITY | ||
Common Stock, 825,000,000 shares authorized, $0.0001 par value, 146,703,894 and 146,561,717 shares issued and outstanding at December 31, 2022 and January 1, 2022, respectively | 15 | 15 |
Additional paid in capital | 281,914 | 277,799 |
Accumulated other comprehensive loss | (4,796) | (949) |
Retained earnings (accumulated deficit) | 98,153 | (8,578) |
Total stockholders’ equity | 375,286 | 268,287 |
Total liabilities and stockholders’ equity | $ 1,270,618 | $ 1,122,002 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 4,549 | $ 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) | 146,703,894 | 146,561,717 |
Common stock, shares outstanding (in shares) | 146,703,894 | 146,561,717 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
REVENUE | |||
Total Revenue | $ 1,019,509 | $ 750,150 | $ 548,973 |
Cost of sales | 654,577 | 498,787 | 345,150 |
GROSS PROFIT | 364,932 | 251,363 | 203,823 |
OPERATING EXPENSE | |||
Selling and marketing | 58,275 | 46,295 | 34,532 |
General and administrative | 119,180 | 111,981 | 76,946 |
Contingent consideration and earnout fair value adjustments | 0 | 687 | (2,176) |
Operating Expenses | 177,455 | 158,963 | 109,302 |
Operating Income (Loss) | 187,477 | 92,400 | 94,521 |
Interest expense | (42,039) | (32,876) | (36,011) |
Other income (expense) | (227) | (3,324) | 441 |
Change in fair value of derivative warrant liabilities | 0 | (5,918) | 0 |
Other Expense, Net | (42,266) | (42,118) | (35,570) |
INCOME BEFORE TAXES | 145,211 | 50,282 | 58,951 |
Provision for Income Taxes | (37,558) | (6,481) | (2,114) |
NET INCOME | 107,653 | 43,801 | 56,837 |
Other Comprehensive Income (Loss) | (3,847) | (722) | 1,926 |
COMPREHENSIVE INCOME | 103,806 | 43,079 | 58,763 |
Net income attributable to common stockholders | $ 107,653 | $ 43,801 | $ 56,837 |
Weighted-average shares outstanding, basic and diluted | |||
Basic (in shares) | 146,606,197 | 107,875,018 | 65,843,575 |
Diluted (in shares) | 146,722,866 | 108,977,811 | 65,843,575 |
Net income per share, basic and diluted | |||
Basic (in dollars per share) | $ 0.73 | $ 0.41 | $ 0.86 |
Diluted (in dollars per share) | $ 0.73 | $ 0.40 | $ 0.86 |
Sales of product | |||
REVENUE | |||
Total Revenue | $ 873,087 | $ 619,967 | $ 439,458 |
Sales of services | |||
REVENUE | |||
Total Revenue | $ 146,422 | $ 130,183 | $ 109,515 |
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 Effect of Retrospective Application of Accounting Standards Update 2018-12 | Common Stock | Common Stock Effect of Retrospective Application of Accounting Standards Update 2018-12 | Common Stock Class B Common Units | Common Stock Class B Common Units Effect of Retrospective Application of Accounting Standards Update 2018-12 | Additional paid-in capital | Additional paid-in capital Effect of Retrospective Application of Accounting Standards Update 2018-12 | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated deficit) | Retained Earnings (Accumulated deficit) Cumulative Effect, Period of Adoption, Adjustment | [1] |
Beginning balance (in shares) at Dec. 28, 2019 | 189,044 | (189,044) | 65,676,757 | 65,676,757 | 2,599 | (2,599) | |||||||||
Beginning balance at Dec. 28, 2019 | $ 130,894 | $ 189,044 | $ (189,044) | $ 7 | $ 7 | $ 91 | $ (91) | $ 189,128 | $ 189,128 | $ (2,153) | $ (56,088) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Vesting of Midco LLC class B units (in shares) | 468,876 | ||||||||||||||
Vesting of Midco LLC class B units | 171 | 171 | |||||||||||||
Distributions to Janus Midco LLC Class A unitholders | (48,954) | (48,954) | |||||||||||||
Cumulative translation adjustment | 1,926 | 1,926 | |||||||||||||
Net income | 56,837 | 56,837 | |||||||||||||
Ending balance (in shares) at Dec. 26, 2020 | 66,145,633 | ||||||||||||||
Ending balance at Dec. 26, 2020 | 140,874 | $ 7 | 189,299 | (227) | (48,205) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Vesting of Midco LLC class B units (in shares) | 4,124,767 | ||||||||||||||
Vesting of Midco LLC class B units | 5,261 | 5,261 | |||||||||||||
Issuance of PIPE Shares (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 | 226,943 | $ 4 | 226,939 | ||||||||||||
Issuance of earn out shares to common stockholders (in shares) | 2,000,000 | ||||||||||||||
Issuance of earn out shares to common stockholders | 26,481 | 26,481 | |||||||||||||
Distributions to Janus Midco LLC Class A unitholders | (541,710) | (541,710) | |||||||||||||
Distributions to Class A preferred units | (4,174) | (4,174) | |||||||||||||
Deferred tax asset | 78,291 | 78,291 | |||||||||||||
Warrant redemption (in shares) | 8,177,467 | ||||||||||||||
Warrant redemption | 43,176 | $ 1 | 43,175 | ||||||||||||
Cumulative translation adjustment | (722) | (722) | |||||||||||||
Share-based compensation | 66 | 66 | |||||||||||||
Net income | 43,801 | 43,801 | |||||||||||||
Ending balance (in shares) at Jan. 01, 2022 | 146,561,717 | ||||||||||||||
Ending balance at Jan. 01, 2022 | 268,287 | $ (922) | $ 15 | 277,799 | (949) | (8,578) | $ (922) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Cumulative translation adjustment | (3,847) | (3,847) | |||||||||||||
Issuance of restricted units (in shares) | 142,177 | ||||||||||||||
Share-based compensation | 4,115 | 4,115 | |||||||||||||
Net income | 107,653 | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 146,703,894 | ||||||||||||||
Ending balance at Dec. 31, 2022 | $ 375,286 | $ 15 | $ 281,914 | $ (4,796) | $ 98,153 | ||||||||||
[1]Effective January 2, 2022, the Company adopted the provisions of Accounting Standards Update (“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 | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Cash Flows Provided By Operating Activities | |||
Net income | $ 107,653 | $ 43,801 | $ 56,837 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation Expense | 7,935 | 6,450 | 5,985 |
Reduction in carrying amount of right-of-use assets | 5,390 | 0 | 0 |
Change in inventory obsolescence reserve | (739) | 669 | (682) |
Intangible amortization | 29,683 | 31,588 | 27,046 |
Deferred finance fee amortization | 3,682 | 3,222 | 3,226 |
Provision for losses on accounts receivable | 1,683 | 1,349 | 2,417 |
Share based compensation | 4,115 | 5,327 | 171 |
Loss (gain) on extinguishment of debt | 0 | 2,415 | (258) |
Contingent consideration and earnout fair value adjustments | 0 | 687 | (2,176) |
(Gain) loss on sale of assets | (85) | 38 | 36 |
Loss on abandonment of lease | 571 | 794 | 0 |
Change in fair value of derivative warrant liabilities | 0 | 5,918 | 0 |
Undistributed (earnings) losses of affiliate | (154) | 151 | (61) |
Deferred income taxes, net | 13,526 | 4,849 | 349 |
Changes in operating assets and liabilities | |||
Accounts receivable | (50,073) | (23,984) | (4,934) |
Costs in excess of billings on uncompleted contracts | (16,130) | (11,619) | (75) |
Inventory | (10,342) | (22,908) | 3,568 |
Prepaid expenses and other current assets | (8,508) | (6,017) | (2,681) |
Accounts payable | (2,694) | 16,553 | 374 |
Billing in excess of costs on uncompleted contracts | (1,762) | 1,682 | (919) |
Other accrued expenses | 7,674 | 16,630 | 10,313 |
Other assets and long-term liabilities | (2,958) | (2,766) | 2,311 |
Net Cash Provided By Operating Activities | 88,467 | 74,829 | 100,847 |
Cash Flows Used In Investing Activities | |||
Proceeds from sale of equipment | 113 | 83 | 43 |
Purchases of property and equipment | (8,807) | (19,866) | (6,338) |
Proceeds from sale leaseback transaction | 9,638 | 0 | |
Cash paid for acquisitions, net of cash acquired | 0 | (179,744) | (4,472) |
Net Cash Used In Investing Activities | (8,694) | (189,889) | (10,767) |
Cash Flows Provided by (Used In) Financing Activities | |||
(Repayments of) proceeds from line of credit | (6,369) | ||
(Repayments of) proceeds from line of credit | 6,369 | 0 | |
Distributions to Janus Midco LLC unitholders | 0 | (4,174) | (48,954) |
Principal payments on long-term debt | (8,067) | (68,858) | (8,254) |
Principal payments on finance lease obligations | (210) | 0 | 0 |
Proceeds from issuance of long-term debt | 0 | 155,000 | 0 |
Proceeds from merger | 0 | 334,874 | 0 |
Proceeds from PIPE | 0 | 250,000 | 0 |
Payments for transaction costs, net | 0 | (44,489) | 0 |
Payments to Janus Midco, LLC unitholders at the Business Combination | 0 | (541,710) | 0 |
Proceeds from warrant exercise | 0 | 110 | 0 |
Payment of contingent consideration | 0 | 0 | (6,923) |
Payments for deferred financing fees | 0 | (4,322) | 0 |
Cash Provided By (Used In) Financing Activities | (14,646) | 82,800 | (64,131) |
Effect of exchange rate changes on cash and cash equivalents | 54 | 197 | (600) |
Net Increase (Decrease) in Cash and Cash Equivalents | 65,181 | (32,063) | 25,349 |
Cash, cash equivalents and restricted cash at beginning of year | 13,192 | 45,255 | 19,906 |
Cash, cash equivalents and restricted cash at end of year | 78,373 | 13,192 | 45,255 |
Supplemental Cash Flows Information | |||
Interest paid | 40,862 | 32,852 | 30,849 |
Income taxes paid, net of refunds | 33,381 | 2,054 | 1,301 |
Cash paid for operating leases | 7,661 | 0 | 0 |
Right-of-use assets obtained in exchange for operating lease obligations | 48,437 | 0 | 0 |
Right-of-use assets obtained in exchange for finance lease obligations | $ 1,214 | $ 0 | $ 0 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Janus International Group, Inc. is a holding company incorporated in Delaware. References to “Janus,” “Group,” “Company,” “we,” “our” or “us” refer to Janus International Group, Inc. and its consolidated subsidiaries. The Company is a leading global manufacturer, supplier, and provider of turn-key self-storage, commercial, and industrial building solutions. The Company provides facility and door automation and access control technologies, roll up and swing doors, hallway systems, and relocatable storage “MASS” (Moveable Additional Storage Structures) units, among other solutions, and works with its customers throughout every phase of a project by providing solutions spanning from facility planning and design, construction, technology, and the restoration, rebuilding, and replacement (“R3”) of damaged or end-of-life products. The Company is headquartered in Temple, Georgia, and has domestic operations in Georgia, Texas, Arizona, Indiana, North Carolina, with international operations in United Kingdom, Australia, and Singapore. The Company provides products and services through its two operating and reportable segments which are based on the geographic region of its operations: (i) Janus North America and (ii) Janus International. The Janus International segment is comprised of Janus International Europe Holdings Ltd. (UK) (“JIE”), whose production and sales are largely in Europe and Australia. The Janus North America segment is comprised of all the other entities including Janus Core together with each of its operating subsidiaries, Betco, Inc. (“BETCO”), Nokē, Inc. (“NOKE”), Asta Industries, Inc. (“ASTA”), DBCI, LLC f/k/a Dingo NewCo, LLC (“DBCI”), Access Control Technologies, LLC (“ACT”), Janus Door, LLC and Steel Door Depot.com, LLC. The Company’s common stock is currently traded on the New York Stock Exchange under the symbol “JBI”. Assets held at foreign locations were approximately $61,144 and $58,439 as of December 31, 2022 and January 1, 2022, respectively. Revenues earned at foreign locations totaled approximately $75,511, $68,579 and $45,490 for the years ended December 31, 2022, January 1, 2022, and December 26, 2020, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with U.S. GAAP and pursuant to the applicable rules and regulations of the SEC. The Business Combination, completed as of June 7, 2021, was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, JIH is treated as the acquired company and Midco is treated as the acquirer for financial statement reporting purposes (the “Combined Company”). Midco has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances: • Janus Midco equityholders have the majority ownership and voting rights in the Combined Company. The relative voting rights is equivalent to equity ownership (each share of common stock is one vote). JIH shareholders (IPO investors, founders, PIPE investors) hold 49.2% voting interest compared to Janus Midco’s 50.8% voting interest. • The board of directors of the Combined Company is composed of nine directors, with Janus Midco equity holders having the ability to elect or appoint a majority of the board of directors in the Combined Company. • Janus Midco’s senior management are the senior management of the Combined Company. • The Combined Company has assumed the Janus name. Accordingly, for accounting purposes, the financial statements of the Combined Company represent a continuation of the financial statements of Midco with the acquisition being treated as the equivalent of Midco issuing stock for the net assets of JIH, accompanied by a recapitalization. The net assets of JIH were stated at historical cost, with no goodwill or other intangible assets recorded. Midco is deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of Midco. The shares and corresponding capital amounts and net income per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination Agreement. One-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction. The costs relating to the issuance of equity is recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs related to the warrants and contingent consideration were estimated and charged to expense. Principles of Consolidation The consolidated financial statements include the accounts of the 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. Reclassification On the Consolidated Balance Sheet, as of December 31, 2022 and January 1, 2022, the Company reclassified prior year “Intangible asset” account balances to conform to the current year presentation. Refer to Note 5, Acquired Intangible Assets and Goodwill, for the separate intangible assets’ account balances. On the Consolidated Statement of Cash Flows, the Company made reclassifications to the comparable years ended January 1, 2022 and December 26, 2020 to conform with the current year presentation. The change had no impact on Cash Flows Provided By Operating Activities, Cash Flows Used In Investing Activities, or Cash Flows Provided By (Used) in Financing Activities. Prior Period Financial Statement Correction of Immaterial Error Subsequent to the issuance of the fiscal year 2021 consolidated financial statements, an immaterial error was identified relating to the disclosure of certain segment information for the years ended December 26, 2020 and January 1, 2022. The immaterial error impacted previously reported segment revenues by timing and by sales channel for Janus North America and Janus International and previously reported segment operating income for Janus North America and Janus International. These revisions had no effect on previously reported net income. The effect of correcting the immaterial error in the fiscal year 2022 consolidated financial statements is shown in the following table: As previously reported Correction As adjusted Footnote 15. Revenue Recognition Reportable Segments by Sales Channel Revenue Recognition Janus International Self Storage-New Construction $ 25,509 $ 1,192 $ 26,701 Self Storage-R3 19,981 (1,246) 18,735 Commercial and Others — 54 54 $ 45,490 $ — $ 45,490 Reportable Segments by Timing of Revenue Recognition Janus North America Goods transferred at a point in time $ 615,020 $ (169) $ 614,851 Services transferred over time 99,924 169 100,093 $ 714,944 $ — $ 714,944 Reportable Segments by Sales Channel Revenue Recognition Janus North America Self Storage-New Construction $ 235,361 $ 11,309 $ 246,670 Self Storage-R3 220,949 (10,769) 210,180 Commercial and Others 258,634 (541) 258,094 $ 714,944 $ — $ 714,944 Footnote 20. Segments Information Reportable Segments Income from Operations Janus North America $ 70,697 $ 25,233 $ 95,930 Janus International 21,663 (25,233) (3,570) Eliminations 40 — 40 $ 92,400 $ — $ 92,400 Use of Estimates in the Consolidated Financial Statements The preparation of consolidated financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, income taxes and the effective tax rates, reserves for inventory obsolescence, the fair value of contingent consideration and earnout, the fair value of assets and liabilities related to acquisitions, the derivative warrant liability, the recognition and valuation of unit-based compensation arrangements, the useful lives of property and equipment, estimated progress toward completion for certain revenue contracts, allowances for uncollectible receivable balances, fair values and impairment of intangible assets and goodwill and assumptions used in the recognition of contract assets. Cash and Cash Equivalents The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2022 and January 1, 2022, the Company did not have any cash equivalents. The Company maintains cash in bank deposit accounts that, at times, may exceed the insured limits of the local country, which may lead to a concentration of credit risk. Substantially all of the Company’s cash and cash equivalent balances were deposited with financial institutions which management has determined to be high-credit quality institutions. The Company has not experienced any losses in such accounts. Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The Company determines the estimate of the allowance for doubtful accounts by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. Every quarter, the Company evaluates the customer group using the accounts receivable aging report and its best judgment when considering changes in customers' credit ratings, level of delinquency, customers' historical payments and loss experience, current market and economic conditions, and expectations of future market and economic conditions. The Company reserves 100% of the amounts deemed uncollectible. Account balances are charged off against the allowance when it is determined that internal collection efforts should no longer be pursued. 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 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 to use the loss-rate method 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 twelve months ended December 31, 2022 and the allowance for doubtful accounts for the twelve months ended January 1, 2022 are as follows: Beginning Balance CECL Adoption 1 Write-offs Provision (Reversal), net Ending Balance 2022 $ 5,449 $ 366 $ (2,949) $ 1,683 $ 4,549 2021 4,485 — (385) 1,349 5,449 (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. Inventories Inventories are measured using either the first-in, first-out (FIFO) method or average cost. Labor and overhead costs associated with inventory produced by the Company are capitalized. Inventories are stated at the lower of cost or net realizable value as of December 31, 2022 and January 1, 2022. The Company has recorded a reserve for inventory obsolescence as of December 31, 2022 and January 1, 2022, of approximately $2,034 and $1,295, respectively. Property and Equipment Property and equipment acquired in business combinations are recorded at fair value as of the acquisition date and are subsequently stated less accumulated depreciation. Property and equipment otherwise acquired are stated at cost less accumulated depreciation. Depreciation is charged to expense on the straight-line basis over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the lease term or their respective useful lives. Maintenance and repairs are charged to expense as incurred. Business Combinations We account for business acquisitions in accordance with ASC 805, "Business Combinations". This standard requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction and establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard prescribe, among other things, the determination of acquisition date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction costs from acquisition accounting. The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the acquisition date. Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition . Goodwill Goodwill represents the excess of the consideration transferred over the estimated fair value of the net assets acquired and liabilities assumed in business combination. Goodwill is not amortized, but instead tested for impairment annually at the beginning of the fiscal year fourth quarter or more frequently if events or changes in circumstances indicate that it’s more likely than not that the fair value of the reporting unit is below its carrying amount, as set forth in ASC 350, “Intangibles — Goodwill and Other.” The Company tests for goodwill impairment at the reporting unit level, which is an operating segment or one level below an operating segment. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit. ASC 350 allows an optional qualitative assessment as part of annual impairment testing, prior to a quantitative assessment test, to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If a qualitative assessment determines an impairment is more likely than not, the Company is required to perform a quantitative impairment test. Otherwise, no further analysis is required. Alternatively, the Company may elect to proceed directly to the quantitative impairment test. In conducting a qualitative assessment, the Company analyzes actual and projected growth trends for net sales and margin for each reporting unit, as well as historical performance versus plan and the results of prior quantitative tests performed. Additionally, the Company assesses factors that may impact its business, including macroeconomic conditions and the related impact, market-related exposures, plans to market for sale all or a portion of the business, competitive changes, new or discontinued product lines, changes in key personnel, and any potential risks to projected financial results. If performed, the quantitative test compares the fair value of a reporting unit with its carrying amount. If the carrying value of the reporting unit exceeds its fair value, the Company recognizes an impairment loss in the amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit. We determine the fair value of each reporting unit by weighting the results of the income approach and the market approach. Based upon our review and analysis, no impairments were deemed to have occurred during any of the years presented. Refer to Note 5, Goodwill and Intangible Assets, for further detail. Intangible Assets Intangible assets relate to the value associated with our customer relationships, non-compete agreements, and tradenames and trademarks, and other intangibles, at the time of acquisition through business combinations. The Company determined the fair value of intangible assets acquired through an income approach, using the excess earnings method for customer relationships. Under the excess earnings method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable solely to the intangible asset over its remaining economic life. The relief from royalty method was used to determine the fair value of tradenames and trademarks. The valuation models were based on estimates of future operating projections of the acquired business as well as judgments on the discount rates used and other variables. We determined the forecasts based on a number of factors, including our best estimate of near-term sales expectations and long-term projections, which include review of internal and independent market analyses. The discount rate used was representative of the weighted average cost of capital. The Company regularly evaluates the amortization period assigned to each intangible asset to ensure that there have not been any events or circumstances that warrant revised estimates of useful lives. Refer to Note 5, Goodwill and Intangible Assets, for further detail. Lease Assets The Company leases certain logistics, office, and manufacturing facilities, as well as vehicles, copiers and other equipment under long-term operating and financing leases with varying terms. We adopted the provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 842 on January 2, 2022 using the modified retrospective approach and, as a result, did not restate prior periods. The Company has recognized the cumulative effect adjustment to the opening balance of retained earnings. The Company 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 Company 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. We record our operating lease right of use ("ROU") assets and liabilities at the commencement date of the lease based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The ROU asset also includes any lease prepayments and initial direct costs, offset by lease incentives. Any renewal or termination options are included in the lease term when it is reasonably certain that we will exercise that option. The Company 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. While some leases provide for variable payments, they are not included in the ROU assets and lease liabilities because they are not based on an index or rate. We have made an accounting policy election to not recognize ROU assets and lease liabilities with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that are reasonably certain to be exercised. Non-lease components for real estate leases primarily relate to common area maintenance, insurance, taxes, utilities and non-lease components for equipment, vehicles and leases within supply agreements primarily relate to usage, repairs, and maintenance. For all of our leases, we apply a practical expedient to include these non-lease components in calculating the ROU asset and lease liability. As the implicit rate is not readily determinable for our leases, we apply a portfolio approach using an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term. The Company estimates the incremental borrowing rate based on the rates of interest that the Company 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. We use the unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate, and apply the rate based on the currency of the lease, which is updated on a quarterly basis for measurement of new lease liabilities. See Note 16, Leased Assets for additional details. Accounting for Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company recognizes accrued interest associated with unrecognized tax benefits as part of Interest expense, and penalties associated with unrecognized tax benefits as part of Other expenses on the Consolidated Statement of Operations and Comprehensive Income. Revenue Recognition The Company recognizes revenue when performance obligations with the customer are satisfied. Under Accounting Standards Codification ("ASC") 606, “Revenue from Contracts with Customers,” a performance obligation is a promise to transfer a distinct good or service to the customer and is the unit of account. The transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. Our performance obligations include material and installation. Material revenue is recognized at a point in time when delivery of the material to the customer takes place, which is either FOB shipping point or FOB destination. Installation services revenue is recognized over time as the customer benefits based upon a cost-to-cost input method for all elements of the contract. For contracts with multiple performance obligations, the standalone selling price for material is readily observable and selling price for installation is estimated by maximizing observable inputs with consideration of market conditions, entity-specific factors, and information about the customer or class of customer. Our revenues are generated from contracts with customers and the nature, timing, and any uncertainty in the recognition of revenues is not affected by the type of good, service, customer or geographical region to which the performance obligation relates. Payment terms are short-term, are customary for our industry and in some cases, early payment incentives are offered. Janus’s contracts typically are less than one year in length and do not have significant financing components. For installation services that are not complete at the reporting date, we recognize revenue over time utilizing a cost-to-cost input method as we believe this represents the best measure of when goods and services are transferred to the customer. When this method is used, we estimate the costs to complete individual contracts and record as revenue that portion of the total contract price that is considered complete based on the relationship of costs incurred to date to total anticipated costs. Under the cost-to-cost method, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and can change throughout the duration of a contract due to contract modifications and other factors impacting job completion. Our cost estimation process is based on the knowledge, significant experience and judgement of project management, finance professionals and operational management to assess a variety of factors to determine revenues on uncompleted contracts. Such factors include historical performance, costs of materials and labor, change orders and the nature of the work to be “performed.” Contract assets are disclosed as costs and estimated earnings in excess of billings on uncompleted contracts, and contract liabilities are disclosed as billings in excess of costs and estimated earnings on uncompleted contracts in the consolidated balance sheet. The Company derives subscription revenue from continued software support and through the Nokē Smart Entry System, a product which provides mobile access for tenants and remote monitoring and tracking for operators. We determine standalone selling price for recurring software revenue by using the adjusted market assessment approach. The recurring revenue recognized from the Nokē Smart Entry System for the years ended December 31, 2022, January 1, 2022, and December 26, 2020 was $1,312, $715 and $255, respectively. The Company has elected to account for shipping and handling as activities to fulfill the promise to transfer the good rather than a promised service. As a result, shipping and handling costs are recorded as expenses in the same period the revenue is recognized. Commissions to internal and external sales representatives are considered costs to obtain contracts. As these contracts are less than one year, these costs are expensed as incurred. Product Warranties The Company records a liability for product warranties at the time of the related sale of goods. The liability is estimated using historical warranty experience, projected claim rates and expected costs per claim. The Company adjusts its liability for specific warranty matters when they become known and the exposure can be estimated. Product failure rates as well as material usage and labor costs incurred in correcting a product failure affect the Company's warranty liabilities. If actual costs differ from estimated costs, the Company must make a revision to the warranty liability. As of December 31, 2022 and January 1, 2022 there was $876 and $736 of product warranties recorded in Accrued Expenses, respectively. The following activity related to product warranty liabilities was recorded in Other accrued expenses during the years ended December 31, 2022 and January 1, 2022, respectively: December 31, 2022 January 1, 2022 Balance at beginning of period $ 736 $ 611 Aggregate changes in the product warranty liability 140 125 Balance at end of period $ 876 $ 736 Shipping and Handling (Revenue & Cost of Sales) The Company records all amounts billed to customers in sales transactions related to shipping and handling as revenue earned for the goods provided. Shipping and handling costs are included in cost of sales. Shipping and handling costs were approximately $42,713, $35,241 and $24,061 for the years ended December 31, 2022, January 1, 2022, and December 26, 2020 respectively. Advertising costs The Company records all advertising related costs to the consolidated statements of operations and comprehensive income during the year incurred and they are included in the selling and marketing line. During the years ended December 31, 2022, January 1, 2022, and December 26, 2020, the Company incurred and expensed advertising costs of $2,556, $2,004 and $1,326, respectively. Stock Compensation We recognize expense for share-based compensation plans based on the estimated fair value of the related awards in accordance with ASC 718, “Compensation – Stock Compensation”. Pursuant to our incentive stock plans, we can grant stock options, restricted stock units, performance-based restricted stock units (“PSUs”) to employees and our non-employee directors. The majority of our awards are restricted stock units granted to employees, which vest over four years. We charge compensation expense under the plan to earnings over each award’s individual vesting period. Forfeitures are recorded as they occur. See “Note 12. Equity Compensation” for additional information. Deferred Finance Fees Deferred financing fees consist of loan costs, which are being amortized on the effective interest method over the life of the related debt. During the year ended January 1, 2022, the Company incurred approximately $4,322 in deferred finance fees in connection with the 2021 debt transactions. There were no additional deferred finance fees capitalized for the year ended December 31, 2022 . Debt issuances are more fully described in Note 8 Line of Credit and Note 9 Long-Term Debt. Fair Value Measurement The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value: • Level 1, observable inputs such as quoted prices in active markets; • Level 2, inputs other than the quoted prices in active markets that are observable either directly or indirectly; and • Level 3, unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions. The fair value of the Company’s debt approximates its carrying amount as of December 31, 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 falls within Level 2 of the Fair Value hierarchy. For the year ended January 1, 2022, the public warrants were valued at market price. The fair value of the private warrants contains significant unobservable inputs including the expected term and volatility. Therefore, the private warrant liabilities were evaluated to be a Level 3 fair value measurement. The fair value of private warrants is estimated using a Binomial Lattice in a risk-neutral framework. Specifically, the future stock price of the Company is modeled assuming a Geometric Brownian Motion (GBM) in a risk-neutral framework. For each modeled future price, the warrant payoff is calculated based on the contractual terms, and then discounted at the term-matched risk-free rate. Finally, the fair value of the private warrants was calculated as the probability-weighted present value over all future modeled payoffs. The following assumptions were used for the valuation of the private warrants: Warrant term (yrs.) 4.7 Volatility 30.4 % Risk-free rate 0.91 % Dividend yield — % The change in the fair value of warrant liabilities is as follows: Balance assumed in the Business Combination at June 7, 2021 $ 37,149 Conversion of Private warrants to Public warrants (11,091) Redeemed/exercised warrants (31,976) Change in fair value of warrants 5,918 Balance at January 1, 2022 $ — Impairment of Long-Lived Assets The Company reviews long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undisco |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The major components of inventories are detailed below at: December 31, January 1, 2022 2022 Raw materials, net $ 49,788 $ 41,834 Work-in-process 1,566 671 Finished goods, net 16,323 14,091 $ 67,677 $ 56,596 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property, equipment, and other fixed assets are as follows: December 31, January 1, Useful Life 2022 2022 Land Indefinite $ 4,501 $ 4,501 Building 39 years 2,459 2,459 Manufacturing machinery and equipment 3-7 years 38,814 35,612 Leasehold improvements Over the shorter of the lease term or respective useful life 8,327 4,959 Computer and Software 3 years 9,580 7,869 Office furniture and equipment and vehicles 3-7 years 3,623 2,675 Construction in progress 1,852 3,571 $ 69,156 $ 61,646 Less accumulated depreciation (27,073) (20,039) $ 42,083 $ 41,607 For the years ended December 31, 2022, January 1, 2022, and December 26, 2020, the Company incurred depreciation of expense of $7,935, $6,450 and $5,985, respectively. |
Acquired Intangible Assets and
Acquired Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets and Goodwill | Acquired Intangible Assets and Goodwill Intangible assets acquired in a business combination (See Note 10 Business Combinations) are recognized at fair value and amortized over their estimated useful lives. The carrying amount and accumulated amortization of recognized intangible assets at December 31, 2022 and January 1, 2022, are as follows: December 31, January 1, 2022 2022 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Intangible Assets Useful Life Customer relationships 10-15 years $ 408,246 $ 125,613 $ 282,633 $ 410,094 $ 97,895 $ 312,199 Noncompete agreements 3-8 years 394 255 139 412 231 $ 180 Tradenames and trademarks Indefinite 107,378 — 107,378 107,980 — $ 107,980 Other intangibles 0-10 years 61,710 47,475 14,235 61,836 46,156 $ 15,680 $ 577,728 $ 173,343 $ 404,385 $ 580,322 $ 144,282 $ 436,040 Changes to gross carrying amount of recognized intangible assets due to translation adjustments include an approximate $1,972 and $270 loss for the years ended December 31, 2022 and January 1, 2022, respectively. Amortization expense was approximately $29,683, $31,588 and $27,046 for the years ended December 31, 2022, January 1, 2022, and December 26, 2020, respectively. The following table summarizes the aggregate expected amortization expense of definite-lived intangible assets as of December 31, 2022 (in thousands): 2023 $ 29,527 2024 29,527 2025 29,504 2026 29,503 2027 29,503 Thereafter 149,443 Total $ 297,007 The changes in the carrying amounts of goodwill for the years ended January 1, 2022 and December 31, 2022 were as follows: Balance as of December 26, 2020 $ 259,423 G & M Stor-More Pty Ltd Acquisition 929 DBCI, LLC Acquisition 102,727 Access Control Technologies, LLC Acquisition 6,585 Foreign Currency Translation Adjustment (378) Balance as of January 1, 2022 $ 369,286 Foreign Currency Translation Adjustment (1,135) Access Control Technologies, LLC Acquisition Adjustment 53 Balance as of December 31, 2022 $ 368,204 |
Investment in Joint Venture
Investment in Joint Venture | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Joint Venture | Investment in Joint Venture The Company holds a 45% interest in a joint venture with a foreign corporation. The joint venture, located in Mexico, manufactures and distributes steel rolling doors in Mexico and South America. The Company originally contributed $637 of machinery and equipment. The Company accounts for its investment in the joint venture by using the equity method of accounting under which the Company’s share of the net income of the joint venture is recognized as income in the Company’s consolidated statements of operations and comprehensive income and added to the investment account. Distributions received from the joint venture are treated as a reduction of the investment account. As of December 31, 2022 and January 1, 2022, the Company’s investment in the joint venture was approximately $1,005 and $851, respectively. The investment in joint venture is included within other assets on the consolidated balance sheets. For the year period ended December 31, 2022, January 1, 2022, and December 26, 2020, approximately $154, $(151) and $61 of undistributed earnings and (losses), respectively are included in other income (expense), respectively. |
Other Accrued Expenses
Other Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Other Accrued Expenses | Accrued Expenses Accrued expenses are summarized as follows: December 31, January 1, 2022 2022 Sales tax payable $ 5,144 $ 3,606 Interest payable 235 2,741 Indemnity Holdback Liability 1,002 — Other accrued liabilities 6,469 1,766 Employee compensation 16,111 13,857 Customer deposits 29,581 24,555 Income taxes 773 810 Current operating lease liabilities 5,310 — Other 5,926 6,777 Total $ 70,551 $ 54,111 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Line of Credit | 8. Line of Credit On 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. If the Base Rate is elected, the interest computation is equal to the Base Rate plus the Base Rate Margin. At the beginning of each quarter the applicable margin is set and determined by the administrative agent based on the average net availability on the line of credit for the previous quarter. As of December 31, 2022 and January 1, 2022, the interest rate in effect for the facility was 7.8% and 3.5%, respectively. The line of credit is collateralized by cash, 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 straight line method. The amortization of the deferred loan costs is included in interest expense on the consolidated statements of operations and comprehensive income. Amortization of approximately $246, $271, and $211 was recognized for the years ended December 31, 2022, January 1, 2022 and December 26, 2020, respectively. The unamortized portion of the fees included in other assets as of December 31, 2022 and January 1, 2022 was approximately $402 and $648, respectively. There was $— and $6,369 outstanding balance on the line of credit as of December 31, 2022 and January 1, 2022, respectively. 9. Long-Term Debt Long-term debt consists of the following: December 31, January 1, 2022 2022 Note payable - Amendment No. 4 First Lien $ 714,312 $ 722,379 Finance leases 1,043 — $ 715,355 $ 722,379 Less unamortized deferred finance fees 7,158 10,594 Less current maturities 8,347 8,067 Total long-term debt $ 699,850 $ 703,718 Notes Payable - Amendment No. 3 First Lien - As of February 5, 2021, the Company completed a repricing of its First Lien and First Lien B2 Term Loans, in which the principal terms of the amendment were a reduction in the overall interest rate based upon the loan type chosen and a consolidation of the prior two outstanding tranches into a single tranche of debt with the syndicate. The Amendment No.3 First Lien was comprised of a syndicate of lenders originating on February 5, 2021 in the amount of $634,607 with interest payable in arrears. The outstanding loan balance was to be repaid on a quarterly basis of 0.25% of the original balance beginning the last day of September 2021 with the remaining principal due on the maturity date of February 12, 2025. As chosen by the Company, the amended loan bears interest at a floating rate per annum consisting of LIBOR, plus an applicable margin percent. The debt was secured by substantially all business assets. As a result of the repricing transaction, the Company recognized a loss on extinguishment of approximately $1,421. The loss is included in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Income. As of June 7, 2021 and as a result of the Business Combination, the Company repaid approximately $61,600 of debt and recognized a loss on extinguishment of approximately $994. The loss is included in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Income. Notes Payable - Amendment No.4 First Lien - On August 18, 2021, the Company completed a refinancing of its First Lien Amendment No. 3, in which the principal terms of the amendment were new borrowings of $155,000 which was used to fund the DBCI acquisition. The Amendment No. 4 First Lien is comprised of a syndicate of lenders originating on August 18, 2021 in the amount of $726,413 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 interest rate of 7.98% as of December 31, 2022). The debt is secured by substantially all business assets. This refinancing amendment was accounted for as a modification and as such no gain or loss was recognized for this transaction and any third party fees paid in connection with this amendment were expensed. The Company incurred $3,100 of bank fees, original issue discount and charges associated with this amendment which were capitalized and are being amortized as a component of interest expense over the remaining loan term. As of December 31, 2022, and January 1, 2022, the Company maintained one letter of credit totaling approximately $400, on which there were no balances due. Finance Leases During the year ended December 31, 2022, the Company’s finance lease obligation primarily consists of vehicle lease agreements. The leases expire at various dates through 2026 with terms between one Aggregate annual maturities of long-term debt and finance leases at December 31, 2022, are: 2023 $ 8,347 2024 6,354 2025 700,520 2026 126 2027 8 Total $ 715,355 Deferred Finance Fees In connection with the Company entering into the debt agreements discussed above, deferred finance fees were capitalized. These costs are being amortized over the terms of the associated debt under the effective interest rate method. Amortization of approximately $3,436, $2,951 and $3,015 was recognized for the years ended December 31, 2022, January 1, 2022 and December 26, 2020 respectively, as a component of interest expense, including those amounts amortized in relation to the deferred finance fees associated with the outstanding line of credit. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 8. Line of Credit On 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. If the Base Rate is elected, the interest computation is equal to the Base Rate plus the Base Rate Margin. At the beginning of each quarter the applicable margin is set and determined by the administrative agent based on the average net availability on the line of credit for the previous quarter. As of December 31, 2022 and January 1, 2022, the interest rate in effect for the facility was 7.8% and 3.5%, respectively. The line of credit is collateralized by cash, 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 straight line method. The amortization of the deferred loan costs is included in interest expense on the consolidated statements of operations and comprehensive income. Amortization of approximately $246, $271, and $211 was recognized for the years ended December 31, 2022, January 1, 2022 and December 26, 2020, respectively. The unamortized portion of the fees included in other assets as of December 31, 2022 and January 1, 2022 was approximately $402 and $648, respectively. There was $— and $6,369 outstanding balance on the line of credit as of December 31, 2022 and January 1, 2022, respectively. 9. Long-Term Debt Long-term debt consists of the following: December 31, January 1, 2022 2022 Note payable - Amendment No. 4 First Lien $ 714,312 $ 722,379 Finance leases 1,043 — $ 715,355 $ 722,379 Less unamortized deferred finance fees 7,158 10,594 Less current maturities 8,347 8,067 Total long-term debt $ 699,850 $ 703,718 Notes Payable - Amendment No. 3 First Lien - As of February 5, 2021, the Company completed a repricing of its First Lien and First Lien B2 Term Loans, in which the principal terms of the amendment were a reduction in the overall interest rate based upon the loan type chosen and a consolidation of the prior two outstanding tranches into a single tranche of debt with the syndicate. The Amendment No.3 First Lien was comprised of a syndicate of lenders originating on February 5, 2021 in the amount of $634,607 with interest payable in arrears. The outstanding loan balance was to be repaid on a quarterly basis of 0.25% of the original balance beginning the last day of September 2021 with the remaining principal due on the maturity date of February 12, 2025. As chosen by the Company, the amended loan bears interest at a floating rate per annum consisting of LIBOR, plus an applicable margin percent. The debt was secured by substantially all business assets. As a result of the repricing transaction, the Company recognized a loss on extinguishment of approximately $1,421. The loss is included in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Income. As of June 7, 2021 and as a result of the Business Combination, the Company repaid approximately $61,600 of debt and recognized a loss on extinguishment of approximately $994. The loss is included in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Income. Notes Payable - Amendment No.4 First Lien - On August 18, 2021, the Company completed a refinancing of its First Lien Amendment No. 3, in which the principal terms of the amendment were new borrowings of $155,000 which was used to fund the DBCI acquisition. The Amendment No. 4 First Lien is comprised of a syndicate of lenders originating on August 18, 2021 in the amount of $726,413 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 interest rate of 7.98% as of December 31, 2022). The debt is secured by substantially all business assets. This refinancing amendment was accounted for as a modification and as such no gain or loss was recognized for this transaction and any third party fees paid in connection with this amendment were expensed. The Company incurred $3,100 of bank fees, original issue discount and charges associated with this amendment which were capitalized and are being amortized as a component of interest expense over the remaining loan term. As of December 31, 2022, and January 1, 2022, the Company maintained one letter of credit totaling approximately $400, on which there were no balances due. Finance Leases During the year ended December 31, 2022, the Company’s finance lease obligation primarily consists of vehicle lease agreements. The leases expire at various dates through 2026 with terms between one Aggregate annual maturities of long-term debt and finance leases at December 31, 2022, are: 2023 $ 8,347 2024 6,354 2025 700,520 2026 126 2027 8 Total $ 715,355 Deferred Finance Fees In connection with the Company entering into the debt agreements discussed above, deferred finance fees were capitalized. These costs are being amortized over the terms of the associated debt under the effective interest rate method. Amortization of approximately $3,436, $2,951 and $3,015 was recognized for the years ended December 31, 2022, January 1, 2022 and December 26, 2020 respectively, as a component of interest expense, including those amounts amortized in relation to the deferred finance fees associated with the outstanding line of credit. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Access Control Technologies, LLC Acquisition On August 31, 2021, Janus Core acquired 100% of the equity interests of ACT and all assets and certain liabilities of Phoenix for total consideration of approximately $10,386 which was comprised of approximately 9,384 cash plus $1,002 of hold back liability. The closing statement was finalized in the fourth quarter of 2021. The assets and liabilities of this acquisition have been recorded based upon management's estimates of their fair market values as of the date of acquisition. The following table summarizes 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 $ 9,384 Hold Back Liability 1,002 Total Fair Value of Consideration Transferred $ 10,386 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 (1,397) Total identifiable net assets $ 3,748 Goodwill $ 6,638 The goodwill balance of approximately $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. Unbilled contracts (“Backlog”) represent the fair value of ACT’s contracts that have yet to be billed. Trade names represent ACT’s trademarks, which consumers associate with the source and quality of the products and services they provide. The weighted-average amortization of acquired intangibles is 13.50 During the year ended January 1, 2022, the Company incurred approximately $284 of third-party acquisition costs. These expenses are included in general and administrative expense in the Company’s Consolidated Statement of Operations and Comprehensive Income for the year ended January 1, 2022. The amounts of revenue and net income of ACT included in the results from the transaction date of August 31, 2021 through January 1, 2022 are as follows: Periods from September 1, 2021 through January 1, 2022 Revenue $ 3,572 Net Income (869) DBCI, LLC Acquisition On August 17, 2021, Janus Core acquired 100% of the equity interests of DBCI for total cash consideration of approximately $169,173. The purchase price allocation requiring purchase accounting adjustments were finalized in the third quarter of 2022. The assets and liabilities of this acquisition have been recorded based upon management's estimates of their fair market values as of the date of acquisition. The following table summarizes the fair value of consideration transferred and the fair value of identified assets acquired, and liabilities assumed at the date of acquisition, including the impacts of purchase accounting adjustments: 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 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 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 10 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 8.97. During the year ended January 1, 2022, the Company incurred approximately $2,685 of third-party acquisition costs. These expenses are included in general and administrative expense in the Company’s Consolidated Statement of Operations and Comprehensive Income for year ended January 1, 2022. On January 21, 2022, in response to the Company’s submission of its proposed purchase price calculations and preliminary supporting documentation (the “Closing Statement”), Cornerstone Building Brands, Inc. (the former owner of all of the issued and outstanding equity interests of DBCI) (“Cornerstone”) delivered a Purchase Price Dispute Notice (“Dispute Notice”) to the Company. On February 26, 2022, the Company delivered its response to the Dispute Notice, and subsequent extensions were permitted between the parties to analyze the Closing Statement in an effort to mutually resolve the matter. The Closing Statement analysis is unresolved and pending as of the Form 10-K filing date. Given the number of Closing Statement items currently in dispute, the Company is unable to reasonably estimate the contingency loss or gain. The Company will continue to monitor the progress of the dispute and will recognize the respective gain or loss through earnings in the appropriate period. The amounts of revenue and net income of DBCI included in the Consolidated Statements of Operations and Comprehensive Income from the transaction date of August 17, 2021 through January 1, 2022 are as follows: Periods from August 18, 2021 through January 1, 2022 Revenue $ 33,037 Net Income 2,820 Pro Forma Financial Information The following unaudited pro forma information is based on estimates and assumptions that the Company believes to be reasonable. However, this information is not necessarily indicative of the Company’s consolidated results of income in future periods or the results that actually would have been realized had the Company and DBCI and ACT been combined companies during the periods presented. These pro forma results exclude any savings or synergies that would have resulted from these business combinations had they occurred on December 27, 2019. This unaudited pro forma supplemental information includes incremental asset amortization, accounting policy alignment, nonrecurring transaction costs, and other charges as a result of the acquisitions, net of the related tax effects. The following unaudited pro forma information has been prepared as if the DBCI and ACT acquisitions had taken place on December 29, 2019. The Company prepared the table based on certain estimates and assumptions. These estimates and assumptions were made solely for the purposes of developing such unaudited pro forma information and have not been adjusted to provide period over period comparability. Year Ended January 1, December 26, 2022 2020 Revenue $ 809,647 $ 637,239 Net Income 44,574 59,232 Business Combination with Juniper Industrial Holdings, Inc. On June 7, 2021, Juniper consummated a business combination with Midco pursuant to the Business Combination Agreement. Pursuant to ASC 805, for financial accounting and reporting purposes, Midco was deemed the accounting acquirer and Juniper was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of Midco issuing equity for the net assets of Juniper, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of Midco are the historical financial statements of Janus International Group, Inc. The net assets of Juniper were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and are consolidated with Midco’s financial statements on the Closing Date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination Agreement. As a result of the Business Combination, Midco’s unitholders received aggregate consideration of approximately $1,200,000, 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, the Sponsor received 2,000,000 shares of Janus’s Common Stock (pro rata among the Sponsor shares and shares held by certain affiliates) (the “Earnout Shares”) contingent upon achieving certain market share price milestone as outlined in the Business Combination Agreement. The vesting of the Earnout Shares occurred automatically as of the close of the trading on June 21, 2021 in accordance with the terms of the Earnout Agreement, entered into by and between the Company and the Sponsor at the closing of the Transaction. All Earnout Shares were issued or released during the year ended January 1, 2022. Concurrently with the execution and delivery of the Business Combination Agreement, certain institutional accredited investors (the “PIPE Investors”), entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors purchased an aggregate of 25,000,000 shares of Common Stock (the “PIPE Shares”) at a purchase price of $10.00 per share (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 Company 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. The transaction bonuses and share-based compensation are included in general and administrative expense on the Company’s Consolidated Statement of Operations and Comprehensive Income for year ended January 1, 2022. See Note 12 - “Equity Incentive Plan and Unit Option Plan” for additional information. G & M Stor-More Pty Ltd Acquisition On January 19, 2021, the Company, through its wholly owned subsidiary Steel Storage Australia Pty Ltd. acquired 100% of the net assets of G & M Stor-More Pty Ltd. for total cash consideration of approximately $1,739. In aggregate, approximately $814 was attributed to intangible assets and approximately $929 was attributable to goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Steel Storage. All of the goodwill was assigned to the Janus International segment of the business and is not deductible for income tax purposes. The weighted-average amortization of acquired intangibles is 11.6 years. During the year ended January 1, 2022, the Company incurred approximately $105 of third-party acquisition costs. These expenses are included in general and administrative expense of the Company’s Consolidated Statement of Operations and Comprehensive Income for the year ended January 1, 2022. Pro forma results of operations for this acquisition have not been presented as the historical results of operations for G & M Stor-More Pty Ltd. are not material to the consolidated results of operations in the prior years. SSA Acquisition On January 2, 2020, the Company, through its wholly owned subsidiary JIE acquired 100% of the outstanding common stock of SSA. In 2020, the Company incurred approximately $205 of third-party acquisition costs. The expenses are included in general and administrative expense in the Company’s consolidated statement of operations and comprehensive (loss) income for the year ended December 26, 2020. The goodwill of approximately $2,402 arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and SSA. All of the goodwill was assigned to the Janus International segment of the business. The goodwill is not deductible for income tax purposes. The following table summarizes the consideration paid for SSA and the amounts of the assets acquired and liabilities assumed at the acquisition date. Fair Value of Consideration Transferred Cash Plus Restricted Cash to be Provided to the Seller $ 6,538 Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed Cash 1,516 Accounts receivable 1,353 Inventories 393 Prepaid expenses and other current assets 629 Property and equipment 378 Identifiable intangible assets Customer relationships 2,347 Noncompete 120 Other assets 11 Recognized amounts of identifiable liabilities assumed Accounts payable (1,280) Accrued expenses (679) Other liabilities (652) Total identifiable net assets $ 4,136 Goodwill $ 2,402 The weighted-average amortization of acquired intangible assets is 9.8 years. The amounts of approximately $9,511 of revenue and $205 of net loss of SSA included in the results from the transaction date of January 2, 2020 through December 26, 2020 are included in the consolidated statement of operations. Supplemental pro forma information has not been provided as this acquisition did not have a material impact on the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income. |
Profit Sharing Plan
Profit Sharing Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Profit Sharing Plan | Profit Sharing Plan The Company has one 401(k) plan for the years ended December 31, 2022, January 1, 2022 and December 26, 2020 covering substantially all U.S. employees for Janus International Group, LLC, BETCO, NOKE, ASTA and DBCI. Eligible employees may contribute up to the limits established by applicable income tax regulations. The Company made employer matching contributions of approximately $1,478, $1,092 and $901 for the years ended December 31, 2022, January 1, 2022 and December 26, 2020, respectively. The Company may also make discretionary matching contributions to the plans. The Company did not make a discretionary contribution for the years ended December 31, 2022, January 1, 2022 and December 26, 2020. |
Equity Compensation
Equity Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Compensation | 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 Company’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 twelve months ended December 31, 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 a one year or four year service vesting period. RSUs activity for the years ended January 1, 2022 and December 31, 2022 is as follows: RSUs Weighted-Average Grant Date Fair Value Outstanding at December 26, 2020 — $ — Granted 275,370 11.9 Vested — — Forfeited — — Outstanding at January 1, 2022 275,370 $ 11.9 Granted 368,777 9.9 Vested (142,132) 11.6 Forfeited (36,951) 10.3 Outstanding at December 31, 2022 465,064 $ 10.5 Unvested at December 31, 2022 465,064 $ 10.5 Stock-based compensation expense for RSUs is recognized straight line over the requisite service period, reduced for actual forfeitures, and included in general and administrative in the accompanying Consolidated Statement of Operations and Comprehensive Income. Total compensation expense related to the above awards was approximately $2,442 and $66 for the years ended December 31, 2022 and January 1, 2022, respectively. As of December 31, 2022, there was an aggregate of $4,034 of unrecognized expense related to the RSUs granted, which the Company expects to amortize over a weighted-average period of 3.09 years. Performance-based Restricted Stock Unit Grant s 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 December 31, 2022, the Company deemed it probable that the performance condition will be met and therefore concluded to value the PSUs based on a 150% payout. PSUs are subject to a three-year performance vesting period. As of December 31, 2022, PSUs activity for the twelve months ended December 31, 2022 is as follows: Year Ended December 31, 2022 PSUs Weighted-Average Grant Date Fair Value Outstanding at January 1, 2022 — Granted 252,923 9.5 Vested — Forfeited — — Outstanding at December 31, 2022 252,923 $ 9.5 Unvested at December 31, 2022 252,923 $ 9.5 Stock-based compensation expense for PSUs is recognized straight line over the requisite service period, reduced for actual forfeitures, and included in general and administrative in the accompanying Condensed Consolidated Statement of Operations and Comprehensive Income. Total compensation expense related to the PSUs was approximately $1,189 for the twelve months ended December 31, 2022. As of December 31, 2022, there was an aggregate of $2,377 of unrecognized expense related to the PSUs granted, which the Company expects to amortize over a weighted-average period of 2.0 years. Compensation expense related to the performance-based awards reflect a 150% payout of the performance-based shares resulting from achieving “target” performance for year-ended December 31, 2022. Actual payouts will be in a range of 0% to 200%, depending on performance results for the three-year performance period from January 2, 2022, through December 31, 2024. Stock Options The Company applies a valuation method to determine the grant date fair value for each stock option award. Stock option awards typically vest in 25% annual installments on each of the first four 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 Year Ended December 31, 2022 Expected life of option (years) (1) 6.25 Risk-free interest rate (2) 2.9% - 3.01% Expected volatility of the Company’s stock (3 ) 45 % Expected dividend yield on the Company’s stock — % (1) Expected life is the weighted average of mid-point between vesting and expiry. (2) The risk-free rate is based on an average of U.S. Treasury yields in effect at the time of grant corresponding with the expected term. (3) Expected volatility is based on historical volatilities from a group of comparable entities for a time period similar to that of the expected term. Stock options activity for the year ended December 31, 2022 is as follows: Year Ended December 31, 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 9.3 0.2 Vested — — — — Forfeited (35,376) 4.5 — — Outstanding at December 31, 2022 700,729 $ 4.5 9.8 $ — Unvested at December 31, 2022 700,729 $ 4.5 9.8 $ — Stock-based compensation expense for stock options is recognized straight line over the requisite service period, reduced for actual forfeitures, and included in general and administrative in the accompanying Condensed Consolidated Statement of Operations and Comprehensive Income. Total compensation expense related to stock options was approximately $484 for the twelve months ended December 31, 2022. Total unamortized stock-based compensation expense related to the unvested stock options was approximately $2,644, which the Company expects to amortize over a weighted-average period of 3.34 years. There were no stock options exercised during the twelve months ended December 31, 2022. 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 Company common stock) granted in connection with the Class B Plan, to allow accelerated vesting of the units upon consummation of the Business Combination. The accelerated vesting of Company common stock resulted in $5.2 million of non-cash share-based compensation recorded to general and administrative expenses in the Company’s Consolidated Statement of Operations and Comprehensive Income for the year ended January 1, 2022. Effective June 7, 2021, as a result of the Business Combination, the Class B Plan was terminated. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity On June 7, 2021, the Company’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 on June 7, 2021, there were 138,384,250 shares of common stock with a par value of $0.0001 outstanding. As discussed in Note 10 Business Combinations, the Company has retroactively adjusted the shares issued and outstanding prior to June 7, 2021 to give effect to the exchange ratio established in the Business Combination Agreement to determine the number of shares of common stock into which they were converted. As of December 31, 2022, the number of outstanding shares is 146,703,894. 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 December 31, 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 the Company’s common stock at the then-effective conversion rate. Each unit of Midco Class A Preferred was converted into approximately 343.98 shares of our common stock, and each unit of Midco Class B Common was converted into approximately 249.59 shares of our common stock. 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 of $10.00 per share. One of the Company’s directors purchased an aggregate of 1,000,000 of the PIPE Shares as part of the PIPE Investment. The PIPE Investment was closed on June 7, 2021 and the issuance of an aggregate of 25,000,000 shares of Common Stock occurred concurrently with the consummation of the Business Combination. The sale and issuance was made to accredited investors in reliance on Rule 506 of Regulation D under the Securities Act of 1933, as amended. Founder Shares In August 2019, the Sponsor purchased 8,625,000 shares of Class B common stock (the “founder shares”) of Juniper for an aggregate purchase price of $25,000 in cash, or approximately $0.003 per founder share. By virtue of the consummation of the Business Combination, the Sponsor’s Class B common stock was converted into the right to receive an equivalent number of shares of Common Stock, 2,000,000 of which (pro rata among the Sponsor shares and shares held by certain affiliates) was subject to the terms of the Earnout Agreement. The vesting of the Earnout Shares occurred automatically as of the close of the trading on June 21, 2021 in accordance with the terms of the Earnout Agreement. The table below represents the approximate common stock holdings of Group immediately following the Business Combination. Shares % Janus Midco, LLC unitholders 70,270,400 50.8 % Public stockholders 43,113,850 31.2 % PIPE Investors 25,000,000 18.0 % Total 138,384,250 100.0 % Warrants The Sponsor purchased 10,150,000 warrants to purchase Class A common stock of Juniper (the “private placement warrants”) for a purchase price of $1.00 per whole private placement warrant, or $10,150,000 in the aggregate, in private placement transactions that occurred simultaneously with the closing of the Juniper IPO and the closing of the over-allotment option for the Juniper IPO (the “private placement”). Each private placement warrant entitled the holder to purchase one share of Class A common stock of Juniper at $11.50 per share. The private placement warrants were only exercisable for a whole number of shares of Class A common stock of Juniper. The Sponsor transferred 5,075,000 of its private placement warrants to Midco’s equityholders as part of the consideration for the Business Combination. Immediately after giving effect to the Business Combination, there were 10,150,000 issued and outstanding private placement warrants. The private placement warrants were liability classified. Immediately after giving effect to the Business Combination, there were 17,249,995 issued and outstanding public warrants. The public warrants are equity classified. All of the private and public warrants were exercised or redeemed on November 18, 2021 and therefore there are no warrants issued and outstanding as of January 1, 2022. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Prior to the Business Combination, Jupiter Intermediate Holdco, LLC, on behalf of Janus Core, entered into a Management and Monitoring Services Agreement (MMSA) with the Class A Preferred Unit holders group. Janus Core paid management fees to the Class A Preferred Unit holders group. For the years ended December 31, 2022, January 1, 2022 and December 26, 2020, management fees of approximately $—, $1,124 and $7,101, were paid, respectively. No Class A Preferred Unit holders group management fees were accrued and unpaid as of December 31, 2022 and January 1, 2022. As a result of the Business Combination, the MMSA was terminated effective June 7, 2021. Janus Core leases a manufacturing facility in Butler, Indiana, from Janus Butler, LLC, an entity wholly owned by a former member of the board of directors of Group. Effective October 20, 2021 the member resigned from the board of Janus Core. Rent payments paid to Janus Butler, LLC for the years ended December 31, 2022, January 1, 2022 and December 26, 2020 were approximately $150, $135 and $134, 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 years ended December 31, 2022, January 1, 2022 and December 26, 2020 were approximately $—, $343 and $446 respectively. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 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. The Company’s customer terms of sale are generally on an open account basis with standard commercial terms of net 30 days. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised good or service to a customer. The Company recognizes material revenue at a point in time when delivery of the material to the customer takes place, which is either FOB shipping point or FOB destination, and recognizes installation revenue is recognized over time as the customer benefits based upon a cost-to-cost input method for all elements of the contract. Contract Balances Contract assets are the rights to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract assets primarily result from contracts that include installation which are billed via payment requests that are submitted in the month following the period during which revenue was recognized. Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing. Contract assets are disclosed as costs and estimated earnings in excess of billings on uncompleted contracts, and contract liabilities are disclosed as billings in excess of costs and estimated earnings on uncompleted contracts in the consolidated balance sheet. Contract balances as of December 31, 2022 and January 1, 2022 were as follows: December 31, 2022 January 1, 2022 Contract assets, beginning of the period $ 23,121 $ 11,399 Contract assets, end of the period $ 39,251 $ 23,121 Contract liabilities, beginning of the period $ 23,207 $ 21,525 Contract liabilities, end of the period $ 21,445 $ 23,207 During the year ended December 31, 2022, the Company recognized revenue of approximately $21,227 related to contract liabilities at January 1, 2022. There were new billings of approximately $19,465 for product and services for which there were unsatisfied performance obligations to customers and revenue had yet been recognized as of December 31, 2022. All remaining performance obligations are expected to be satisfied within one year. 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 years ended December 31, 2022 and January 1, 2022: Revenue by Timing of Revenue Recognition Year Ended Reportable Segments by Timing of Revenue Recognition December 31, 2022 January 1, 2022 December 26, 2020 Janus North America (1) Goods transferred at a point in time $ 880,028 $ 614,851 $ 430,585 Services transferred over time 114,288 100,093 89,534 $ 994,316 $ 714,944 $ 520,119 Janus International Goods transferred at a point in time 43,378 38,490 25,509 Services transferred over time 32,133 30,089 19,981 $ 75,511 $ 68,579 $ 45,490 Eliminations (50,318) (33,373) (16,636) Total Revenue $ 1,019,509 $ 750,150 $ 548,973 (1) Janus North America’s good transferred at a point in time and services transferred over time, previously reported for the year-ended January 1, 2022, have been revised due to an immaterial error correction. These revisions had no effect on the previously reported total Janus North America revenue. See Note 2 to our Consolidated Financial Statements for additional information. Revenue by Sale Channel Revenue Recognition Year Ended Reportable Segments by Sales Channel Revenue Recognition December 31, 2022 January 1, 2022 December 26, 2020 Janus North America (1) Self Storage-New Construction $ 289,381 $ 246,670 $ 246,547 Self Storage-R3 304,051 210,180 132,283 Commercial and Others 400,884 258,094 141,289 $ 994,316 $ 994,316 $ 714,944 $ 714,944 $ 520,119 Janus International (2) Self Storage-New Construction $ 57,242 $ 51,723 $ 26,701 Self Storage-R3 18,269 16,856 18,735 Commercial and Others — — 54 $ 75,511 $ 68,579 $ 45,490 Eliminations (50,318) (33,373) (16,636) Total Revenue $ 1,019,509 $ 750,150 $ 548,973 (1) Janus North America’s Self Storage-New Construction, Self Storage-R3, and Commercial and Others, previously reported for the year-ended January 1, 2022, have been revised due to an immaterial error correction. These revisions had no effect on the previously reported total Janus North America revenue or the Company’s net income. See Note 2 to our Consolidated Financial Statements for additional information. (1) Janus International’s Self Storage-New Construction, Self Storage-R3, and Commercial and Others, previously reported for the year-ended December 26, 2020, have been revised due to an immaterial error correction. These revisions had no effect on the previously reported total Janus International revenue or the Company’s net income. See Note 2 to our Consolidated Financial Statements for additional information. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | LeasesThe Company primarily leases certain office and manufacturing facilities, as well as vehicles, copiers and other equipment. These operating leases generally have an original lease term between 1 year and 20 years, and some include options to extend (generally 5 to 10 years). Lease agreements generally do not include material variable lease payments, residual value guarantees or restrictive covenants. The components of ROU assets and lease liabilities were as follows: (in thousands) Balance Sheet Classification December 31, 2022 Assets: Operating lease assets Right-of-use assets, net $ 43,282 Finance lease assets Right-of-use assets, net 1,023 Total leased assets $ 44,305 Liabilities: Current: Operating Other accrued expenses $ 5,310 Finance Current maturities of long-term debt 280 Noncurrent: Operating Other long-term liabilities $ 40,907 Finance Long-term debt 763 Total lease liabilities $ 47,260 Rental expense for operating lease (as defined prior to the adoption of ASC 2016-02) was approximately $6,771 and $5,533 for the years ended January 1, 2022 and December 26, 2020, respectively. The components of lease expense were as follows: (in thousands) December 31, 2022 Operating lease cost $ 8,251 Short-term lease cost $ 60 Finance lease cost: Amortization of right-of-use assets $ 191 Interest on lease liabilities $ 40 Total lease cost $ 8,542 Other information related to leases was as follows: December 31, 2022 Weighted Average Remaining Lease Term Operating Leases 9.66 Finance Leases 3.37 Weighted Average Discount Rate Operating Leases 7.1% Finance Leases 6.6% As of December 31, 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) 2023 $ 8,229 2024 7,502 2025 6,637 2026 6,073 2027 5,305 Thereafter 31,882 Total future lease payments $ 65,628 Less imputed interest $ (19,411) Present value of future lease payments $ 46,217 As of December 31, 2022, future minimum repayments of finance leases were as follows: (in thousands) 2023 $ 338 2024 338 2025 338 2026 140 2027 11 Total future lease payments $ 1,165 Less imputed interest $ (122) Present value of future lease payments $ 1,043 As of January 1, 2022, future minimum lease payments of operating leases were as follows: (in thousands) 2022 $ 6,972 2023 6,225 2024 5,285 2025 4,882 2026 4,128 Thereafter 19,901 Total $ 47,393 |
Leases | LeasesThe Company primarily leases certain office and manufacturing facilities, as well as vehicles, copiers and other equipment. These operating leases generally have an original lease term between 1 year and 20 years, and some include options to extend (generally 5 to 10 years). Lease agreements generally do not include material variable lease payments, residual value guarantees or restrictive covenants. The components of ROU assets and lease liabilities were as follows: (in thousands) Balance Sheet Classification December 31, 2022 Assets: Operating lease assets Right-of-use assets, net $ 43,282 Finance lease assets Right-of-use assets, net 1,023 Total leased assets $ 44,305 Liabilities: Current: Operating Other accrued expenses $ 5,310 Finance Current maturities of long-term debt 280 Noncurrent: Operating Other long-term liabilities $ 40,907 Finance Long-term debt 763 Total lease liabilities $ 47,260 Rental expense for operating lease (as defined prior to the adoption of ASC 2016-02) was approximately $6,771 and $5,533 for the years ended January 1, 2022 and December 26, 2020, respectively. The components of lease expense were as follows: (in thousands) December 31, 2022 Operating lease cost $ 8,251 Short-term lease cost $ 60 Finance lease cost: Amortization of right-of-use assets $ 191 Interest on lease liabilities $ 40 Total lease cost $ 8,542 Other information related to leases was as follows: December 31, 2022 Weighted Average Remaining Lease Term Operating Leases 9.66 Finance Leases 3.37 Weighted Average Discount Rate Operating Leases 7.1% Finance Leases 6.6% As of December 31, 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) 2023 $ 8,229 2024 7,502 2025 6,637 2026 6,073 2027 5,305 Thereafter 31,882 Total future lease payments $ 65,628 Less imputed interest $ (19,411) Present value of future lease payments $ 46,217 As of December 31, 2022, future minimum repayments of finance leases were as follows: (in thousands) 2023 $ 338 2024 338 2025 338 2026 140 2027 11 Total future lease payments $ 1,165 Less imputed interest $ (122) Present value of future lease payments $ 1,043 As of January 1, 2022, future minimum lease payments of operating leases were as follows: (in thousands) 2022 $ 6,972 2023 6,225 2024 5,285 2025 4,882 2026 4,128 Thereafter 19,901 Total $ 47,393 |
Leases - Sale-Leasebacks
Leases - Sale-Leasebacks | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases - Sale-Leasebacks | Leases - Sale-Leasebacks For the year ended January 1, 2022, the Company entered into a Sale Leaseback transaction, accounted for under ASC 840, related to a production, warehousing and distribution facility in Houston, Texas. The Company purchased the facility in September of 2021 for approximately $9,200 and incurred initial improvements of approximately $400 that were made prior to the facility being sold and immediately leased back to a third party for approximately $9,638 in December 2021. Due to the nature and timing of this transaction there was no gain or loss recognized by the Company for the year ended January 1, 2022. The resulting lease entered into by the Company is for an initial term of 15 years with an option to renew for 2 additional 10 year periods. The monthly rental payments escalate each year by a market based index or a flat percentage, whichever is higher. The seller has no continuing involvement related to this transaction for the property in question. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 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 income tax returns. After June 7, 2021, the Company is taxed as a Corporation for U.S. income tax purposes and similar sections of the state income tax laws. The Company’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 Company’s provision for income taxes consists of provisions for federal, state, and foreign income taxes. The provision for income taxes for the years ended December 31, 2022, January 1, 2022 and December 26, 2020 includes amounts related to entities within the Company taxed as corporations in the United States, United Kingdom, France, Australia, and Singapore. The Company determines its provision for income taxes for interim periods and annual 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 period in which the event occurs. During the years ended December 31, 2022, January 1, 2022 and December 26, 2020, the Company recorded a total income tax provision of approximately $37,558 and $6,481 and $2,114 on pre-tax income of approximately $145,211 and $50,282 and $58,951 resulting in an effective tax rate of 25.9%, 12.9% and 3.6%, respectively. The effective tax rates for the year ended December 31, 2022 were primarily impacted by statutory rate differentials, changes in estimated tax rates, valuation allowance, and certain income tax credits and for the year ended January 1, 2022 were primarily impacted by the change in tax status of the Company from a partnership to a corporation, statutory rate differentials, changes in estimated tax rates, valuation allowances and permanent differences and for the year ended December 26, 2020, were primarily impacted by the tax status of the Company being a partnership and permanent differences. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. For the years ended December 31, 2022, January 1, 2022 and December 26, 2020, income (loss) from continuing operations before taxes consist of the following: Year Ended December 31, 2022 January 01, 2022 December 26, 2020 US operations $ 140,702 $ 54,066 $ 56,019 Foreign operations 4,509 (3,784) 2,932 Total $ 145,211 $ 50,282 $ 58,951 Income tax expense (benefit) attributable to income from continuing operations consists of (in thousands): Current Deferred Total Year ended December 31, 2022: U.S. federal $ 19,419 $ 9,811 $ 29,230 State and local 3,388 3,592 6,980 Foreign jurisdiction 1,225 123 1,348 Total $ 24,032 $ 13,526 $ 37,558 Current Deferred Total Year ended January 1, 2022: U.S. federal $ 629 $ 4,376 $ 5,005 State and local 1,529 10 1,539 Foreign jurisdiction (526) 463 (63) Total $ 1,632 $ 4,849 $ 6,481 Current Deferred Total Year ended December 26, 2020: U.S. federal $ (2) $ 823 $ 821 State and local 612 (473) 139 Foreign jurisdiction 1,155 (1) 1,154 Total $ 1,765 $ 349 $ 2,114 Income tax expense (benefit) attributable to income from continuing operations was approximately $37,558, $6,481 and $2,114 for the years ended December 31, 2022, January 1, 2022 and December 26, 2020, respectively, and differed from the amounts computed by applying the partnership’s U.S. federal income tax rate of zero for the year ended December 26, 2020 and for the partial period up to the Business Combination date of June 7, 2021, presented to pretax income from continuing operations as a result of the following (in thousands): Year Ended December 31, 2022 January 01, 2022 December 26, 2020 Income before taxes $ 145,211 $ 50,282 $ 58,951 Computed “expected” tax expense 30,494 10,559 — Increase (reduction) in income taxes resulting from: Statutory rate differential 401 (5,606) 1,281 Permanent difference 30 1,776 697 State income taxes, net of federal benefit 5,958 1,284 519 Change in tax rates 1,156 (1,342) (421) Change in estimate 848 175 (146) Change in valuation allowance (256) (938) — Other, net (1,073) 573 184 Total $ 37,558 $ 6,481 $ 2,114 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2022 and January 1, 2022 are presented below (in thousands): December 31, January 1, 2022 2022 Deferred tax assets Allowance for doubtful accounts $ 103 $ 101 Other accrued expenses 625 863 Inventories 263 210 Leases 566 3 Tax credits carryforward 508 113 Intangibles 48,138 61,465 Net operating loss carryforward 20 1,095 Stock compensation 810 — Interest expense carryforward 234 — Other 97 17 Total gross deferred tax assets 51,364 63,867 Less: valuation allowance — (256) Net deferred tax assets 51,364 63,611 Deferred tax liabilities Property and equipment (5,694) (4,360) Prepaids (715) (816) Other (281) (270) Total gross deferred liabilities (6,690) (5,446) Net deferred tax asset (liability) $ 44,674 $ 58,165 The difference between income tax expense recorded in our consolidated statements of operations and comprehensive income and income taxes computed by applying the corporate statutory federal income tax rate (21% for the years ended December 31, 2022, January 1, 2022 and December 26, 2020) to income before income tax expense is due to the fact that the majority of our income was not subject to federal income tax due to our status as a limited liability company prior to June 7, 2021. In general, only the corporate entities in our structure are subject to federal tax at 21%. The Company realized a current tax benefit of $667 from the utilization of state net operating loss carryforwards. We record a tax provision related to the amount of undistributed earnings of our foreign subsidiaries expected to be repatriated. At December 31, 2022 and January 1, 2022, the Company had no net operating loss carryforwards for Federal income tax purposes which would be available to offset future federal taxable income, if any, and would not be subject to expiration. At December 31, 2022 and January 1, 2022, the Company has net operating loss carryforwards for state income tax purposes of $4,635 and $5,382 which are available to offset future state taxable income, of which $753 and $326 are subject to expiration beginning in 2024 and 2029, respectively. In evaluating its ability to realize its net deferred tax assets, the Company considered all available positive and negative evidence, including its past operating results, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. As of December 31, 2022, the Company removed its valuation allowance against state net operating losses in the amount of $256 due to losses incurred in a subsidiary which does not generate operating income, because the Company reorganized certain entities and state tax filings and now believes a tax benefit is more likely than not to be realized for that subsidiary’s state net operating losses. ASC 740 clarifies the accounting for uncertainty in income taxes and prescribes a recognition threshold and measurement attributes for financial statement disclosure of income tax positions taken or expected to be taken on an income tax return. As of December 31, 2022 and January 1, 2022 there were no accrued interest and penalties associated with unrecognized tax benefits. Management believes there are no material amounts of tax positions for which there is uncertainty as of December 31, 2022 and January 1, 2022. There are no changes expected in the next 12 months. Management of Janus is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes federal and certain states. For the years before 2018, the Company is no longer subject to U.S. federal tax examinations, and for the years before 2017, the Company is no longer subject to U.S. or state income tax examinations. For the years before 2017, the Company is no longer subject to examination by the United Kingdom, French, Australia, and Singapore taxing authorities in those jurisdictions. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Prior to the Business Combination, and prior to effecting the reverse recapitalization, the Company’s pre-merger LLC membership structure included two classes of units: Class A preferred units and Class B common units. The Class A preferred units were entitled to receive distributions prior and in preference on Class A preferred unit unpaid cumulative dividends (“Unpaid Preferred Yield”) followed by Class A preferred unit capital contributions that have not been paid back to the holders (the “Unreturned Capital”). Vested Class B common units participate in the remaining distribution on a pro-rata basis with Class A preferred units if they have met the respective Participation Threshold and, if applicable, the Target Value defined in the respective Unit Grant Agreement. The Class A preferred and Class B common units fully vested at the Business Combination date. Pursuant to the Restated and Amended Certificate of Incorporation and as a result of the reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to June 7, 2021 to give effect to the exchange ratio used to determine the number of shares of common stock into which they were converted. Basic net income per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. For the year ended January 1, 2022, dilutive potential common shares include stock purchase warrants and contingently issuable shares attributable to the earn-out consideration. Dilutive EPS excludes private placement warrants as the impact is antidilutive. For the year ended December 31, 2022, dilutive potential common shares include stock options and unvested restricted stock units. Dilutive EPS excludes all common shares if their effect is anti-dilutive. The following table sets forth the computation of basic and diluted EPS attributable to common stockholders for the years ended December 31, 2022, January 1, 2022 and December 26, 2020: Year Ended December 31, 2022 January 1, 2022 December 26, 2020 Numerator: Net income attributable to common stockholders $ 107,653 $ 43,801 $ 56,837 Denominator: Weighted average number of shares: Basic 146,606,197 107,875,018 65,843,575 Adjustment for dilutive securities 116,669 1,102,793 — Diluted 146,722,866 108,977,811 65,843,575 Basic net income per share attributable to common stockholders $ 0.73 $ 0.41 $ 0.86 Diluted net income per share attributable to common stockholders $ 0.73 $ 0.40 $ 0.86 |
Segments Information
Segments Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments Information | Segments Information The Company operates its business and reports its results through two geographic based reportable segments: Janus North America and Janus International, in accordance with ASC Topic 280, Segment Reporting. This structure is in line with how our Chief Operating Decision Maker assesses our performance and allocates resources. The operating segments within the two reporting segments share similarities and characteristics. Economic policies, trade policies and overall economic conditions in Europe and North America can be dissimilar. 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: Year Ended December 31, January 1, December 26, 2022 2022 2020 Revenue Janus North America $ 994,316 $ 714,944 $ 520,119 Janus International 75,511 68,579 45,490 Intersegment (50,318) (33,373) (16,636) Consolidated Revenue $ 1,019,509 $ 750,150 $ 548,973 Income From Operations (1) Janus North America $ 183,142 $ 95,930 $ 91,665 Janus International 4,436 (3,570) 2,811 Eliminations (101) 40 45 Total Segment Operating Income $ 187,477 $ 92,400 $ 94,521 Depreciation Expense Janus North America $ 7,157 $ 5,977 $ 5,390 Janus International 778 473 595 Consolidated Depreciation Expense $ 7,935 $ 6,450 $ 5,985 Amortization of Intangible Assets Janus North America $ 28,420 $ 30,081 $ 25,661 Janus International 1,263 1,507 1,385 Consolidated Amortization Expense $ 29,683 $ 31,588 $ 27,046 Capital Expenditures Janus North America $ 7,695 $ 16,170 $ 6,002 Janus International $ 1,112 3,696 336 Consolidated Capital Expenditures $ 8,807 $ 19,866 $ 6,338 (1) Janus North America and Janus International’s Income from Operations, previously reported for the year-ended January 1, 2022, have been revised due to an immaterial error correction. These revisions had no effect on the previously reported total segment operating income or the Company’s net income. See Note 2 to our Consolidated Financial Statements for additional information. December 31, January 1 2022 2022 Identifiable Assets Janus North America $ 1,209,905 $ 1,063,563 Janus International 60,713 58,439 Consolidated Assets $ 1,270,618 $ 1,122,002 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesAccounting 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. As described in the Business Combination footnote, the Company has yet to resolve the outstanding Closing Statement dispute with Cornerstone regarding the DBCI acquisition. As a result, the Company is unable to reasonably estimate the contingency loss or gain as of the Form 10-K filing date. The Company will continue to monitor the progress of the dispute and recognize the related gain or loss through earnings in the appropriate period. 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 December 31, 2022 and January 1, 2022. 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 $409 and $383 as of December 31, 2022, and January 1, 2022, respectively. The amount of actual losses incurred could differ materially from the estimates reflected in these consolidated financial statements. Under the Company’s health insurance program, coverage is obtained for catastrophic exposures under which the Company retains a portion of certain expected losses. The Company has stop loss insurance for claims in excess of $275 as of December 31, 2022 and January 1, 2022. 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 $2,099 and $1,539 as of December 31, 2022 and January 1, 2022, respectively. The amount of actual losses incurred could differ materially from the estimates reflected in these consolidated financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsFor the consolidated financial statements as of December 31, 2022, the Company has evaluated subsequent events through the issuance date of the financial statements and determined that there were no subsequent events that require recognition or disclosure in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with U.S. GAAP and pursuant to the applicable rules and regulations of the SEC. The Business Combination, completed as of June 7, 2021, was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, JIH is treated as the acquired company and Midco is treated as the acquirer for financial statement reporting purposes (the “Combined Company”). Midco has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances: • Janus Midco equityholders have the majority ownership and voting rights in the Combined Company. The relative voting rights is equivalent to equity ownership (each share of common stock is one vote). JIH shareholders (IPO investors, founders, PIPE investors) hold 49.2% voting interest compared to Janus Midco’s 50.8% voting interest. • The board of directors of the Combined Company is composed of nine directors, with Janus Midco equity holders having the ability to elect or appoint a majority of the board of directors in the Combined Company. • Janus Midco’s senior management are the senior management of the Combined Company. • The Combined Company has assumed the Janus name. Accordingly, for accounting purposes, the financial statements of the Combined Company represent a continuation of the financial statements of Midco with the acquisition being treated as the equivalent of Midco issuing stock for the net assets of JIH, accompanied by a recapitalization. The net assets of JIH were stated at historical cost, with no goodwill or other intangible assets recorded. Midco is deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of Midco. The shares and corresponding capital amounts and net income per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination Agreement. One-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction. The costs relating to the issuance of equity is recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs related to the warrants and contingent consideration were estimated and charged to expense. |
Principles of Consolidation | Principles of ConsolidationThe 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. |
Reclassification | Reclassification On the Consolidated Balance Sheet, as of December 31, 2022 and January 1, 2022, the Company reclassified prior year “Intangible asset” account balances to conform to the current year presentation. Refer to Note 5, Acquired Intangible Assets and Goodwill, for the separate intangible assets’ account balances. On the Consolidated Statement of Cash Flows, the Company made reclassifications to the comparable years ended January 1, 2022 and December 26, 2020 to conform with the current year presentation. The change had no impact on Cash Flows Provided By Operating Activities, Cash Flows Used In Investing Activities, or Cash Flows Provided By (Used) in Financing Activities. |
Use of Estimates in the Consolidated Financial Statements | Use of Estimates in the Consolidated Financial Statements The preparation of consolidated financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, income taxes and the effective tax rates, reserves for inventory obsolescence, the fair value of contingent consideration and earnout, the fair value of assets and liabilities related to acquisitions, the derivative warrant liability, the recognition and valuation of unit-based compensation arrangements, the useful lives of property and equipment, estimated progress toward completion for certain revenue contracts, allowances for uncollectible receivable balances, fair values and impairment of intangible assets and goodwill and assumptions used in the recognition of contract assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2022 and January 1, 2022, the Company did not have any cash equivalents. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The Company determines the estimate of the allowance for doubtful accounts by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. Every quarter, the Company evaluates the customer group using the accounts receivable aging report and its best judgment when considering changes in customers' credit ratings, level of delinquency, customers' historical payments and loss experience, current market and economic conditions, and expectations of future market and economic conditions. The Company reserves 100% of the amounts deemed uncollectible. Account balances are charged off against the allowance when it is determined that internal collection efforts should no longer be pursued. 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 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 to use the loss-rate method 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. |
Inventories | InventoriesInventories are measured using either the first-in, first-out (FIFO) method or average cost. Labor and overhead costs associated with inventory produced by the Company are capitalized. Inventories are stated at the lower of cost or net realizable value |
Property and Equipment | Property and Equipment Property and equipment acquired in business combinations are recorded at fair value as of the acquisition date and are subsequently stated less accumulated depreciation. Property and equipment otherwise acquired are stated at cost less accumulated depreciation. Depreciation is |
Business Combinations | Business Combinations We account for business acquisitions in accordance with ASC 805, "Business Combinations". This standard requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction and establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard prescribe, among other things, the determination of acquisition date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction costs from acquisition accounting. The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the acquisition date. Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition . |
Goodwill | Goodwill Goodwill represents the excess of the consideration transferred over the estimated fair value of the net assets acquired and liabilities assumed in business combination. Goodwill is not amortized, but instead tested for impairment annually at the beginning of the fiscal year fourth quarter or more frequently if events or changes in circumstances indicate that it’s more likely than not that the fair value of the reporting unit is below its carrying amount, as set forth in ASC 350, “Intangibles — Goodwill and Other.” The Company tests for goodwill impairment at the reporting unit level, which is an operating segment or one level below an operating segment. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit. ASC 350 allows an optional qualitative assessment as part of annual impairment testing, prior to a quantitative assessment test, to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If a qualitative assessment determines an impairment is more likely than not, the Company is required to perform a quantitative impairment test. Otherwise, no further analysis is required. Alternatively, the Company may elect to proceed directly to the quantitative impairment test. In conducting a qualitative assessment, the Company analyzes actual and projected growth trends for net sales and margin for each reporting unit, as well as historical performance versus plan and the results of prior quantitative tests performed. Additionally, the Company assesses factors that may impact its business, including macroeconomic conditions and the related impact, market-related exposures, plans to market for sale all or a portion of the business, competitive changes, new or discontinued product lines, changes in key personnel, and any potential risks to projected financial results. If performed, the quantitative test compares the fair value of a reporting unit with its carrying amount. If the carrying value of the reporting unit exceeds its fair value, the Company recognizes an impairment loss in the amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit. We determine the fair value of each reporting unit by weighting the results of the income approach and the market approach. Based upon our review and analysis, no impairments were deemed to have occurred during any of the years presented. Refer to Note 5, Goodwill and Intangible Assets, for further detail. |
Intangible Assets | Intangible Assets Intangible assets relate to the value associated with our customer relationships, non-compete agreements, and tradenames and trademarks, and other intangibles, at the time of acquisition through business combinations. The Company determined the fair value of intangible assets acquired through an income approach, using the excess earnings method for customer relationships. Under the excess earnings method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable solely to the intangible asset over its remaining economic life. The relief from royalty method was used to determine the fair value of tradenames and trademarks. The valuation models were based on estimates of future operating projections of the acquired business as well as judgments on the discount rates used and other variables. We determined the forecasts based on a number of factors, including our best estimate of near-term sales expectations and long-term projections, which include review of internal and independent market analyses. The discount rate used was representative of the weighted average cost of capital. The Company regularly evaluates the amortization period assigned to each intangible asset to ensure that there have not been any events or circumstances that warrant revised estimates of useful lives. Refer to Note 5, Goodwill and Intangible Assets, for further detail. |
Lease Assets | Lease Assets The Company leases certain logistics, office, and manufacturing facilities, as well as vehicles, copiers and other equipment under long-term operating and financing leases with varying terms. We adopted the provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 842 on January 2, 2022 using the modified retrospective approach and, as a result, did not restate prior periods. The Company has recognized the cumulative effect adjustment to the opening balance of retained earnings. The Company 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 Company 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. We record our operating lease right of use ("ROU") assets and liabilities at the commencement date of the lease based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The ROU asset also includes any lease prepayments and initial direct costs, offset by lease incentives. Any renewal or termination options are included in the lease term when it is reasonably certain that we will exercise that option. The Company 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. While some leases provide for variable payments, they are not included in the ROU assets and lease liabilities because they are not based on an index or rate. We have made an accounting policy election to not recognize ROU assets and lease liabilities with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that are reasonably certain to be exercised. Non-lease components for real estate leases primarily relate to common area maintenance, insurance, taxes, utilities and non-lease components for equipment, vehicles and leases within supply agreements primarily relate to usage, repairs, and maintenance. For all of our leases, we apply a practical expedient to include these non-lease components in calculating the ROU asset and lease liability. As the implicit rate is not readily determinable for our leases, we apply a portfolio approach using an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term. The Company estimates the incremental borrowing rate based on the rates of interest that the Company 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. We use the unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate, and apply the rate based on the currency of the lease, which is updated on a quarterly basis for measurement of new lease liabilities. See Note 16, Leased Assets for additional details. |
Accounting for Income Taxes | Accounting for Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company recognizes accrued interest associated with unrecognized tax benefits as part of Interest expense, and penalties associated with unrecognized tax benefits as part of Other expenses on the Consolidated Statement of Operations and Comprehensive Income. |
Revenue Recognition/Shipping and Handling (Revenue & Cost of Sales) | Revenue Recognition The Company recognizes revenue when performance obligations with the customer are satisfied. Under Accounting Standards Codification ("ASC") 606, “Revenue from Contracts with Customers,” a performance obligation is a promise to transfer a distinct good or service to the customer and is the unit of account. The transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. Our performance obligations include material and installation. Material revenue is recognized at a point in time when delivery of the material to the customer takes place, which is either FOB shipping point or FOB destination. Installation services revenue is recognized over time as the customer benefits based upon a cost-to-cost input method for all elements of the contract. For contracts with multiple performance obligations, the standalone selling price for material is readily observable and selling price for installation is estimated by maximizing observable inputs with consideration of market conditions, entity-specific factors, and information about the customer or class of customer. Our revenues are generated from contracts with customers and the nature, timing, and any uncertainty in the recognition of revenues is not affected by the type of good, service, customer or geographical region to which the performance obligation relates. Payment terms are short-term, are customary for our industry and in some cases, early payment incentives are offered. Janus’s contracts typically are less than one year in length and do not have significant financing components. For installation services that are not complete at the reporting date, we recognize revenue over time utilizing a cost-to-cost input method as we believe this represents the best measure of when goods and services are transferred to the customer. When this method is used, we estimate the costs to complete individual contracts and record as revenue that portion of the total contract price that is considered complete based on the relationship of costs incurred to date to total anticipated costs. Under the cost-to-cost method, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and can change throughout the duration of a contract due to contract modifications and other factors impacting job completion. Our cost estimation process is based on the knowledge, significant experience and judgement of project management, finance professionals and operational management to assess a variety of factors to determine revenues on uncompleted contracts. Such factors include historical performance, costs of materials and labor, change orders and the nature of the work to be “performed.” Contract assets are disclosed as costs and estimated earnings in excess of billings on uncompleted contracts, and contract liabilities are disclosed as billings in excess of costs and estimated earnings on uncompleted contracts in the consolidated balance sheet. The Company derives subscription revenue from continued software support and through the Nokē Smart Entry System, a product which provides mobile access for tenants and remote monitoring and tracking for operators. We determine standalone selling price for recurring software revenue by using the adjusted market assessment approach. The recurring revenue recognized from the Nokē Smart Entry System for the years ended December 31, 2022, January 1, 2022, and December 26, 2020 was $1,312, $715 and $255, respectively. The Company has elected to account for shipping and handling as activities to fulfill the promise to transfer the good rather than a promised service. As a result, shipping and handling costs are recorded as expenses in the same period the revenue is recognized. Commissions to internal and external sales representatives are considered costs to obtain contracts. As these contracts are less than one year, these costs are expensed as incurred. |
Product Warranties | Product WarrantiesThe Company records a liability for product warranties at the time of the related sale of goods. The liability is estimated using historical warranty experience, projected claim rates and expected costs per claim. The Company adjusts its liability for specific warranty matters when they become known and the exposure can be estimated. Product failure rates as well as material usage and labor costs incurred in correcting a product failure affect the Company's warranty liabilities. If actual costs differ from estimated costs, the Company must make a revision to the warranty liability. |
Advertising costs | Advertising costsThe Company records all advertising related costs to the consolidated statements of operations and comprehensive income during the year incurred and they are included in the selling and marketing line. |
Stock Compensation | Stock Compensation We recognize expense for share-based compensation plans based on the estimated fair value of the related awards in accordance with ASC 718, “Compensation – Stock Compensation”. Pursuant to our incentive stock plans, we can grant stock options, restricted stock units, performance-based restricted stock units (“PSUs”) to employees and our non-employee directors. The majority of our awards are restricted stock units granted to employees, which vest over four years. We charge compensation expense under the plan to earnings over each award’s individual vesting period. Forfeitures are recorded as they occur. See “Note 12. Equity Compensation” for additional information. |
Deferred Finance Fees | Deferred Finance Fees Deferred financing fees consist of loan costs, which are being amortized on the effective interest method over the life of the related debt. During the year ended January 1, 2022, the Company incurred approximately $4,322 in deferred finance fees in connection with the 2021 debt transactions. There were no additional deferred finance fees capitalized for the year ended December 31, 2022 . Debt issuances are more fully described in Note 8 Line of Credit and Note 9 Long-Term Debt. |
Fair Value Measurement | Fair Value Measurement The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value: • Level 1, observable inputs such as quoted prices in active markets; • Level 2, inputs other than the quoted prices in active markets that are observable either directly or indirectly; and • Level 3, unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions. The fair value of the Company’s debt approximates its carrying amount as of December 31, 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 falls within Level 2 of the Fair Value hierarchy. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset group are compared to the asset group’s carrying amount to determine if an impairment is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. No impairment was recorded during any of the fiscal years presented. |
Warrant Liability | Warrant Liability The Company classifies Private Placement Warrants (defined and discussed in Note 13 - Stockholders’ Equity) as liabilities. At the end of each reporting period, changes in fair value during the period are recognized as a component of other income (expense), net within the consolidated statements of operations and comprehensive income. The Company continued adjusting the warrant liability for changes in fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. |
Foreign Currency Translation | Foreign Currency Translation The local currency is the functional currency for all of the Company’s foreign operations. Assets and liabilities of foreign operations are translated into U.S. dollars using the exchange rates in effect at the balance sheet reporting date, while income and expenses are translated at the average monthly exchange rates during the period. Adjustments from the translating financial statements in foreign currencies into U.S. dollars are recorded in other comprehensive income. The income tax effect of currency translation adjustments related to foreign subsidiaries that are not considered indefinitely reinvested is recorded as a component of deferred taxes with an offset to other comprehensive income. We |
Concentrations of Risk | Concentrations of Risk Financial instruments that are potentially subject to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash in bank deposit accounts that, at times, may exceed the insured limits of the local country. The Company has not experienced any losses in such accounts. The Company sells its products and services mainly in the United States and European regions. The Company performs ongoing evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company generally does not require its customers to provide collateral or other security to support accounts receivable. As of December 31, 2021 and January 1, 2022 no customer accounted for more than 10% of the accounts receivable balance |
Segments | Segments The Company manages its operations through two operating and reportable segments: Janus North America and Janus International. These segments align the Company’s products and service offerings based on the geographic location between North America and International locations which is consistent with how the Company’s Chief Executive Officer, its Chief Operating Decision Maker (“CODM”), reviews and evaluates the Company’s operations. The CODM allocates resources and evaluates the financial performance of each operating segment. The Company’s segments are strategic businesses that are managed separately because each one develops, manufactures and markets distinct products and services. Refer to Note 20, Segments, for further detail. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Company qualifies as an “Emerging Growth Company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to adopt the new or revised standard at the same time periods as private companies. |
Recently Adopted Accounting Pronouncements/Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years beginning after December 15, 2022 and for interim periods within those fiscal years. The Company early 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. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update removes Step 2 of the goodwill impairment test under current guidance, which requires a hypothetical purchase price allocation. The new guidance requires an impairment charge to be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. Upon adoption, the guidance is to be applied prospectively. ASU 2017-04 is effective for Emerging Growth Companies in fiscal years beginning after December 15, 2021, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has adopted this standard effective January 2, 2022. The standard had no impact on the consolidated financial statements. 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 increase accumulated deficit in the amount of $556. 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 May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years, with early adoption permitted. The Company has adopted this standard effective January 2, 2022. The standard had no impact on the consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"), which amends ASC 805, Business Combinations (Topic 805), to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an acquiring entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Janus will be applying the pronouncement prospectively to business combinations occurring on or after the effective date. 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. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). The amendments in ASU 2021-01 provide optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The provisions must be applied at a Topic, Subtopic, or Industry Subtopic level for all transactions other than derivatives, which may be applied at a hedging relationship level. In December 2022, the FASB, issued ASU 2022-06, which deferred the sunset date of this guidance from December 31, 2022 to December 31, 2024. The Company is currently evaluating the impact this adoption will have on the Company’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 Company’s consolidated financial position or results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The effect of correcting the immaterial error in the fiscal year 2022 consolidated financial statements is shown in the following table: As previously reported Correction As adjusted Footnote 15. Revenue Recognition Reportable Segments by Sales Channel Revenue Recognition Janus International Self Storage-New Construction $ 25,509 $ 1,192 $ 26,701 Self Storage-R3 19,981 (1,246) 18,735 Commercial and Others — 54 54 $ 45,490 $ — $ 45,490 Reportable Segments by Timing of Revenue Recognition Janus North America Goods transferred at a point in time $ 615,020 $ (169) $ 614,851 Services transferred over time 99,924 169 100,093 $ 714,944 $ — $ 714,944 Reportable Segments by Sales Channel Revenue Recognition Janus North America Self Storage-New Construction $ 235,361 $ 11,309 $ 246,670 Self Storage-R3 220,949 (10,769) 210,180 Commercial and Others 258,634 (541) 258,094 $ 714,944 $ — $ 714,944 Footnote 20. Segments Information Reportable Segments Income from Operations Janus North America $ 70,697 $ 25,233 $ 95,930 Janus International 21,663 (25,233) (3,570) Eliminations 40 — 40 $ 92,400 $ — $ 92,400 |
Accounts Receivable, Allowance for Credit Loss | The summary of activity in the allowance for credit losses for the twelve months ended December 31, 2022 and the allowance for doubtful accounts for the twelve months ended January 1, 2022 are as follows: Beginning Balance CECL Adoption 1 Write-offs Provision (Reversal), net Ending Balance 2022 $ 5,449 $ 366 $ (2,949) $ 1,683 $ 4,549 2021 4,485 — (385) 1,349 5,449 (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. |
Schedule of Valuation Techniques | The following assumptions were used for the valuation of the private warrants: Warrant term (yrs.) 4.7 Volatility 30.4 % Risk-free rate 0.91 % Dividend yield — % |
Schedule of Change in Fair Value | The change in the fair value of warrant liabilities is as follows: Balance assumed in the Business Combination at June 7, 2021 $ 37,149 Conversion of Private warrants to Public warrants (11,091) Redeemed/exercised warrants (31,976) Change in fair value of warrants 5,918 Balance at January 1, 2022 $ — |
Accounting Standards Update and Change in Accounting Principle | 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) |
Schedule of Product Warranty Liability | The following activity related to product warranty liabilities was recorded in Other accrued expenses during the years ended December 31, 2022 and January 1, 2022, respectively: December 31, 2022 January 1, 2022 Balance at beginning of period $ 736 $ 611 Aggregate changes in the product warranty liability 140 125 Balance at end of period $ 876 $ 736 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | The major components of inventories are detailed below at: December 31, January 1, 2022 2022 Raw materials, net $ 49,788 $ 41,834 Work-in-process 1,566 671 Finished goods, net 16,323 14,091 $ 67,677 $ 56,596 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property, equipment, and other fixed assets are as follows: December 31, January 1, Useful Life 2022 2022 Land Indefinite $ 4,501 $ 4,501 Building 39 years 2,459 2,459 Manufacturing machinery and equipment 3-7 years 38,814 35,612 Leasehold improvements Over the shorter of the lease term or respective useful life 8,327 4,959 Computer and Software 3 years 9,580 7,869 Office furniture and equipment and vehicles 3-7 years 3,623 2,675 Construction in progress 1,852 3,571 $ 69,156 $ 61,646 Less accumulated depreciation (27,073) (20,039) $ 42,083 $ 41,607 |
Acquired Intangible Assets an_2
Acquired Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The carrying amount and accumulated amortization of recognized intangible assets at December 31, 2022 and January 1, 2022, are as follows: December 31, January 1, 2022 2022 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Intangible Assets Useful Life Customer relationships 10-15 years $ 408,246 $ 125,613 $ 282,633 $ 410,094 $ 97,895 $ 312,199 Noncompete agreements 3-8 years 394 255 139 412 231 $ 180 Tradenames and trademarks Indefinite 107,378 — 107,378 107,980 — $ 107,980 Other intangibles 0-10 years 61,710 47,475 14,235 61,836 46,156 $ 15,680 $ 577,728 $ 173,343 $ 404,385 $ 580,322 $ 144,282 $ 436,040 |
Schedule of Finite-Lived Intangible Assets | The carrying amount and accumulated amortization of recognized intangible assets at December 31, 2022 and January 1, 2022, are as follows: December 31, January 1, 2022 2022 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Intangible Assets Useful Life Customer relationships 10-15 years $ 408,246 $ 125,613 $ 282,633 $ 410,094 $ 97,895 $ 312,199 Noncompete agreements 3-8 years 394 255 139 412 231 $ 180 Tradenames and trademarks Indefinite 107,378 — 107,378 107,980 — $ 107,980 Other intangibles 0-10 years 61,710 47,475 14,235 61,836 46,156 $ 15,680 $ 577,728 $ 173,343 $ 404,385 $ 580,322 $ 144,282 $ 436,040 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table summarizes the aggregate expected amortization expense of definite-lived intangible assets as of December 31, 2022 (in thousands): 2023 $ 29,527 2024 29,527 2025 29,504 2026 29,503 2027 29,503 Thereafter 149,443 Total $ 297,007 |
Schedule of Goodwill | The changes in the carrying amounts of goodwill for the years ended January 1, 2022 and December 31, 2022 were as follows: Balance as of December 26, 2020 $ 259,423 G & M Stor-More Pty Ltd Acquisition 929 DBCI, LLC Acquisition 102,727 Access Control Technologies, LLC Acquisition 6,585 Foreign Currency Translation Adjustment (378) Balance as of January 1, 2022 $ 369,286 Foreign Currency Translation Adjustment (1,135) Access Control Technologies, LLC Acquisition Adjustment 53 Balance as of December 31, 2022 $ 368,204 |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are summarized as follows: December 31, January 1, 2022 2022 Sales tax payable $ 5,144 $ 3,606 Interest payable 235 2,741 Indemnity Holdback Liability 1,002 — Other accrued liabilities 6,469 1,766 Employee compensation 16,111 13,857 Customer deposits 29,581 24,555 Income taxes 773 810 Current operating lease liabilities 5,310 — Other 5,926 6,777 Total $ 70,551 $ 54,111 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following: December 31, January 1, 2022 2022 Note payable - Amendment No. 4 First Lien $ 714,312 $ 722,379 Finance leases 1,043 — $ 715,355 $ 722,379 Less unamortized deferred finance fees 7,158 10,594 Less current maturities 8,347 8,067 Total long-term debt $ 699,850 $ 703,718 |
Schedule of Maturities of Long-term Debt | Aggregate annual maturities of long-term debt and finance leases at December 31, 2022, are: 2023 $ 8,347 2024 6,354 2025 700,520 2026 126 2027 8 Total $ 715,355 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes 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 $ 9,384 Hold Back Liability 1,002 Total Fair Value of Consideration Transferred $ 10,386 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 (1,397) Total identifiable net assets $ 3,748 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 The following table summarizes the consideration paid for SSA and the amounts of the assets acquired and liabilities assumed at the acquisition date. Fair Value of Consideration Transferred Cash Plus Restricted Cash to be Provided to the Seller $ 6,538 Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed Cash 1,516 Accounts receivable 1,353 Inventories 393 Prepaid expenses and other current assets 629 Property and equipment 378 Identifiable intangible assets Customer relationships 2,347 Noncompete 120 Other assets 11 Recognized amounts of identifiable liabilities assumed Accounts payable (1,280) Accrued expenses (679) Other liabilities (652) Total identifiable net assets $ 4,136 Goodwill $ 2,402 |
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 10 Years Backlog 3,130 4 Months Trade Name 20,850 Indefinite Identifiable Intangible Assets $ 50,300 |
Schedule of Pro Forma Information | The amounts of revenue and net income of ACT included in the results from the transaction date of August 31, 2021 through January 1, 2022 are as follows: Periods from September 1, 2021 through January 1, 2022 Revenue $ 3,572 Net Income (869) The amounts of revenue and net income of DBCI included in the Consolidated Statements of Operations and Comprehensive Income from the transaction date of August 17, 2021 through January 1, 2022 are as follows: Periods from August 18, 2021 through January 1, 2022 Revenue $ 33,037 Net Income 2,820 The following unaudited pro forma information has been prepared as if the DBCI and ACT acquisitions had taken place on December 29, 2019. The Company prepared the table based on certain estimates and assumptions. These estimates and assumptions were made solely for the purposes of developing such unaudited pro forma information and have not been adjusted to provide period over period comparability. Year Ended January 1, December 26, 2022 2020 Revenue $ 809,647 $ 637,239 Net Income 44,574 59,232 |
Equity Incentive Plan and Unit
Equity Incentive Plan and Unit Option Plan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Unit Activity | RSUs are subject to a one year or four year service vesting period. RSUs activity for the years ended January 1, 2022 and December 31, 2022 is as follows: RSUs Weighted-Average Grant Date Fair Value Outstanding at December 26, 2020 — $ — Granted 275,370 11.9 Vested — — Forfeited — — Outstanding at January 1, 2022 275,370 $ 11.9 Granted 368,777 9.9 Vested (142,132) 11.6 Forfeited (36,951) 10.3 Outstanding at December 31, 2022 465,064 $ 10.5 Unvested at December 31, 2022 465,064 $ 10.5 Year Ended December 31, 2022 PSUs Weighted-Average Grant Date Fair Value Outstanding at January 1, 2022 — Granted 252,923 9.5 Vested — Forfeited — — Outstanding at December 31, 2022 252,923 $ 9.5 Unvested at December 31, 2022 252,923 $ 9.5 |
Schedule of Valuation Assumptions | A summary of the assumptions used in determining the fair value of stock options is as follows Year Ended December 31, 2022 Expected life of option (years) (1) 6.25 Risk-free interest rate (2) 2.9% - 3.01% Expected volatility of the Company’s stock (3 ) 45 % Expected dividend yield on the Company’s stock — % (1) Expected life is the weighted average of mid-point between vesting and expiry. (2) The risk-free rate is based on an average of U.S. Treasury yields in effect at the time of grant corresponding with the expected term. |
Schedule of Stock Option Activity | Stock options activity for the year ended December 31, 2022 is as follows: Year Ended December 31, 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 9.3 0.2 Vested — — — — Forfeited (35,376) 4.5 — — Outstanding at December 31, 2022 700,729 $ 4.5 9.8 $ — Unvested at December 31, 2022 700,729 $ 4.5 9.8 $ — |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Stock by Class | The table below represents the approximate common stock holdings of Group immediately following the Business Combination. Shares % Janus Midco, LLC unitholders 70,270,400 50.8 % Public stockholders 43,113,850 31.2 % PIPE Investors 25,000,000 18.0 % Total 138,384,250 100.0 % |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Balances | Contract balances as of December 31, 2022 and January 1, 2022 were as follows: December 31, 2022 January 1, 2022 Contract assets, beginning of the period $ 23,121 $ 11,399 Contract assets, end of the period $ 39,251 $ 23,121 Contract liabilities, beginning of the period $ 23,207 $ 21,525 Contract liabilities, end of the period $ 21,445 $ 23,207 |
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 years ended December 31, 2022 and January 1, 2022: Revenue by Timing of Revenue Recognition Year Ended Reportable Segments by Timing of Revenue Recognition December 31, 2022 January 1, 2022 December 26, 2020 Janus North America (1) Goods transferred at a point in time $ 880,028 $ 614,851 $ 430,585 Services transferred over time 114,288 100,093 89,534 $ 994,316 $ 714,944 $ 520,119 Janus International Goods transferred at a point in time 43,378 38,490 25,509 Services transferred over time 32,133 30,089 19,981 $ 75,511 $ 68,579 $ 45,490 Eliminations (50,318) (33,373) (16,636) Total Revenue $ 1,019,509 $ 750,150 $ 548,973 (1) Janus North America’s good transferred at a point in time and services transferred over time, previously reported for the year-ended January 1, 2022, have been revised due to an immaterial error correction. These revisions had no effect on the previously reported total Janus North America revenue. See Note 2 to our Consolidated Financial Statements for additional information. Revenue by Sale Channel Revenue Recognition Year Ended Reportable Segments by Sales Channel Revenue Recognition December 31, 2022 January 1, 2022 December 26, 2020 Janus North America (1) Self Storage-New Construction $ 289,381 $ 246,670 $ 246,547 Self Storage-R3 304,051 210,180 132,283 Commercial and Others 400,884 258,094 141,289 $ 994,316 $ 994,316 $ 714,944 $ 714,944 $ 520,119 Janus International (2) Self Storage-New Construction $ 57,242 $ 51,723 $ 26,701 Self Storage-R3 18,269 16,856 18,735 Commercial and Others — — 54 $ 75,511 $ 68,579 $ 45,490 Eliminations (50,318) (33,373) (16,636) Total Revenue $ 1,019,509 $ 750,150 $ 548,973 (1) Janus North America’s Self Storage-New Construction, Self Storage-R3, and Commercial and Others, previously reported for the year-ended January 1, 2022, have been revised due to an immaterial error correction. These revisions had no effect on the previously reported total Janus North America revenue or the Company’s net income. See Note 2 to our Consolidated Financial Statements for additional information. (1) Janus International’s Self Storage-New Construction, Self Storage-R3, and Commercial and Others, previously reported for the year-ended December 26, 2020, have been revised due to an immaterial error correction. These revisions had no effect on the previously reported total Janus International revenue or the Company’s net income. See Note 2 to our Consolidated Financial Statements for additional information. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Balance Sheet Information | The components of ROU assets and lease liabilities were as follows: (in thousands) Balance Sheet Classification December 31, 2022 Assets: Operating lease assets Right-of-use assets, net $ 43,282 Finance lease assets Right-of-use assets, net 1,023 Total leased assets $ 44,305 Liabilities: Current: Operating Other accrued expenses $ 5,310 Finance Current maturities of long-term debt 280 Noncurrent: Operating Other long-term liabilities $ 40,907 Finance Long-term debt 763 Total lease liabilities $ 47,260 |
Lease Costs | The components of lease expense were as follows: (in thousands) December 31, 2022 Operating lease cost $ 8,251 Short-term lease cost $ 60 Finance lease cost: Amortization of right-of-use assets $ 191 Interest on lease liabilities $ 40 Total lease cost $ 8,542 Other information related to leases was as follows: December 31, 2022 Weighted Average Remaining Lease Term Operating Leases 9.66 Finance Leases 3.37 Weighted Average Discount Rate Operating Leases 7.1% Finance Leases 6.6% |
Schedule of Operating Lease Maturity | As of December 31, 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) 2023 $ 8,229 2024 7,502 2025 6,637 2026 6,073 2027 5,305 Thereafter 31,882 Total future lease payments $ 65,628 Less imputed interest $ (19,411) Present value of future lease payments $ 46,217 As of January 1, 2022, future minimum lease payments of operating leases were as follows: (in thousands) 2022 $ 6,972 2023 6,225 2024 5,285 2025 4,882 2026 4,128 Thereafter 19,901 Total $ 47,393 |
Schedule of Finance Lease Maturity | As of December 31, 2022, future minimum repayments of finance leases were as follows: (in thousands) 2023 $ 338 2024 338 2025 338 2026 140 2027 11 Total future lease payments $ 1,165 Less imputed interest $ (122) Present value of future lease payments $ 1,043 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2022, January 1, 2022 and December 26, 2020, income (loss) from continuing operations before taxes consist of the following: Year Ended December 31, 2022 January 01, 2022 December 26, 2020 US operations $ 140,702 $ 54,066 $ 56,019 Foreign operations 4,509 (3,784) 2,932 Total $ 145,211 $ 50,282 $ 58,951 |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) attributable to income from continuing operations consists of (in thousands): Current Deferred Total Year ended December 31, 2022: U.S. federal $ 19,419 $ 9,811 $ 29,230 State and local 3,388 3,592 6,980 Foreign jurisdiction 1,225 123 1,348 Total $ 24,032 $ 13,526 $ 37,558 Current Deferred Total Year ended January 1, 2022: U.S. federal $ 629 $ 4,376 $ 5,005 State and local 1,529 10 1,539 Foreign jurisdiction (526) 463 (63) Total $ 1,632 $ 4,849 $ 6,481 Current Deferred Total Year ended December 26, 2020: U.S. federal $ (2) $ 823 $ 821 State and local 612 (473) 139 Foreign jurisdiction 1,155 (1) 1,154 Total $ 1,765 $ 349 $ 2,114 |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) attributable to income from continuing operations was approximately $37,558, $6,481 and $2,114 for the years ended December 31, 2022, January 1, 2022 and December 26, 2020, respectively, and differed from the amounts computed by applying the partnership’s U.S. federal income tax rate of zero for the year ended December 26, 2020 and for the partial period up to the Business Combination date of June 7, 2021, presented to pretax income from continuing operations as a result of the following (in thousands): Year Ended December 31, 2022 January 01, 2022 December 26, 2020 Income before taxes $ 145,211 $ 50,282 $ 58,951 Computed “expected” tax expense 30,494 10,559 — Increase (reduction) in income taxes resulting from: Statutory rate differential 401 (5,606) 1,281 Permanent difference 30 1,776 697 State income taxes, net of federal benefit 5,958 1,284 519 Change in tax rates 1,156 (1,342) (421) Change in estimate 848 175 (146) Change in valuation allowance (256) (938) — Other, net (1,073) 573 184 Total $ 37,558 $ 6,481 $ 2,114 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2022 and January 1, 2022 are presented below (in thousands): December 31, January 1, 2022 2022 Deferred tax assets Allowance for doubtful accounts $ 103 $ 101 Other accrued expenses 625 863 Inventories 263 210 Leases 566 3 Tax credits carryforward 508 113 Intangibles 48,138 61,465 Net operating loss carryforward 20 1,095 Stock compensation 810 — Interest expense carryforward 234 — Other 97 17 Total gross deferred tax assets 51,364 63,867 Less: valuation allowance — (256) Net deferred tax assets 51,364 63,611 Deferred tax liabilities Property and equipment (5,694) (4,360) Prepaids (715) (816) Other (281) (270) Total gross deferred liabilities (6,690) (5,446) Net deferred tax asset (liability) $ 44,674 $ 58,165 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table sets forth the computation of basic and diluted EPS attributable to common stockholders for the years ended December 31, 2022, January 1, 2022 and December 26, 2020: Year Ended December 31, 2022 January 1, 2022 December 26, 2020 Numerator: Net income attributable to common stockholders $ 107,653 $ 43,801 $ 56,837 Denominator: Weighted average number of shares: Basic 146,606,197 107,875,018 65,843,575 Adjustment for dilutive securities 116,669 1,102,793 — Diluted 146,722,866 108,977,811 65,843,575 Basic net income per share attributable to common stockholders $ 0.73 $ 0.41 $ 0.86 Diluted net income per share attributable to common stockholders $ 0.73 $ 0.40 $ 0.86 |
Segments Information (Tables)
Segments Information (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, January 1, December 26, 2022 2022 2020 Revenue Janus North America $ 994,316 $ 714,944 $ 520,119 Janus International 75,511 68,579 45,490 Intersegment (50,318) (33,373) (16,636) Consolidated Revenue $ 1,019,509 $ 750,150 $ 548,973 Income From Operations (1) Janus North America $ 183,142 $ 95,930 $ 91,665 Janus International 4,436 (3,570) 2,811 Eliminations (101) 40 45 Total Segment Operating Income $ 187,477 $ 92,400 $ 94,521 Depreciation Expense Janus North America $ 7,157 $ 5,977 $ 5,390 Janus International 778 473 595 Consolidated Depreciation Expense $ 7,935 $ 6,450 $ 5,985 Amortization of Intangible Assets Janus North America $ 28,420 $ 30,081 $ 25,661 Janus International 1,263 1,507 1,385 Consolidated Amortization Expense $ 29,683 $ 31,588 $ 27,046 Capital Expenditures Janus North America $ 7,695 $ 16,170 $ 6,002 Janus International $ 1,112 3,696 336 Consolidated Capital Expenditures $ 8,807 $ 19,866 $ 6,338 (1) Janus North America and Janus International’s Income from Operations, previously reported for the year-ended January 1, 2022, have been revised due to an immaterial error correction. These revisions had no effect on the previously reported total segment operating income or the Company’s net income. See Note 2 to our Consolidated Financial Statements for additional information. December 31, January 1 2022 2022 Identifiable Assets Janus North America $ 1,209,905 $ 1,063,563 Janus International 60,713 58,439 Consolidated Assets $ 1,270,618 $ 1,122,002 |
Nature of Operations (Details)
Nature of Operations (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Jan. 01, 2022 USD ($) | Dec. 26, 2020 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Number of operating segments | segment | 2 | ||
Number of reportable segments | segment | 2 | ||
Assets | $ 1,270,618 | $ 1,122,002 | |
Revenue | 1,019,509 | 750,150 | $ 548,973 |
Non-U.S. | |||
Schedule of Equity Method Investments [Line Items] | |||
Assets | 61,144 | 58,439 | |
Revenue | $ 75,511 | $ 68,579 | $ 45,490 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) segment director | Jan. 01, 2022 USD ($) | Dec. 26, 2020 USD ($) | Nov. 12, 2021 $ / shares | |
Schedule of Equity Method Investments [Line Items] | ||||
Number of directors | director | 9 | |||
Revenue recognized | $ 21,227,000 | |||
Product warranties | 876,000 | $ 736,000 | $ 611,000 | |
Cost of sales | 654,577,000 | 498,787,000 | 345,150,000 | |
Advertising expense | 2,556,000 | 2,004,000 | 1,326,000 | |
Cash | 78,373,000 | 13,192,000 | ||
Reserve for inventory obsolescence | 2,034,000 | 1,295,000 | ||
Deferred finance fees | $ 0 | |||
Warrant redemption price (in dollars per share) | $ / shares | $ 0.10 | |||
Number of operating segments | segment | 2 | |||
Number of reportable segments | segment | 2 | |||
RSUs | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Vesting period | 4 years | |||
Subscription Revenue | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue recognized | $ 1,312,000 | 715,000 | 255,000 | |
Shipping and Handling | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cost of sales | $ 42,713,000 | $ 35,241,000 | $ 24,061,000 | |
JIH Shareholders | Janus International Group, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 49.20% | |||
Janus Midco | Janus International Group, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 50.80% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Error Correction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | $ 1,019,509 | $ 750,150 | $ 548,973 |
Income From Operations (1) | 187,477 | 92,400 | 94,521 |
As previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income From Operations (1) | 92,400 | ||
Eliminations | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | (50,318) | (33,373) | (16,636) |
Income From Operations (1) | (101) | 40 | 45 |
Eliminations | As previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income From Operations (1) | 40 | ||
Janus North America | Operating Segments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 994,316 | 714,944 | 520,119 |
Income From Operations (1) | 183,142 | 95,930 | 91,665 |
Janus North America | Operating Segments | As previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 714,944 | ||
Income From Operations (1) | 70,697 | ||
Janus North America | Operating Segments | Correction | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income From Operations (1) | 25,233 | ||
Janus North America | Operating Segments | Self Storage-New Construction | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 289,381 | 246,670 | 246,547 |
Janus North America | Operating Segments | Self Storage-New Construction | As previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 235,361 | ||
Janus North America | Operating Segments | Self Storage-New Construction | Correction | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 11,309 | ||
Janus North America | Operating Segments | Self Storage-R3 | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 304,051 | 210,180 | 132,283 |
Janus North America | Operating Segments | Self Storage-R3 | As previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 220,949 | ||
Janus North America | Operating Segments | Self Storage-R3 | Correction | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | (10,769) | ||
Janus North America | Operating Segments | Commercial and Others | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 400,884 | 258,094 | 141,289 |
Janus North America | Operating Segments | Commercial and Others | As previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 258,634 | ||
Janus North America | Operating Segments | Commercial and Others | Correction | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | (541) | ||
Janus North America | Operating Segments | Goods transferred at a point in time | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 880,028 | 614,851 | 430,585 |
Janus North America | Operating Segments | Goods transferred at a point in time | As previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 615,020 | ||
Janus North America | Operating Segments | Goods transferred at a point in time | Correction | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | (169) | ||
Janus North America | Operating Segments | Services transferred over time | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 114,288 | 100,093 | 89,534 |
Janus North America | Operating Segments | Services transferred over time | As previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 99,924 | ||
Janus North America | Operating Segments | Services transferred over time | Correction | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 169 | ||
Janus International | Operating Segments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 75,511 | 68,579 | 45,490 |
Income From Operations (1) | 4,436 | (3,570) | 2,811 |
Janus International | Operating Segments | As previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 45,490 | ||
Income From Operations (1) | 21,663 | ||
Janus International | Operating Segments | Correction | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income From Operations (1) | (25,233) | ||
Janus International | Operating Segments | Self Storage-New Construction | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 57,242 | 51,723 | 26,701 |
Janus International | Operating Segments | Self Storage-New Construction | As previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 25,509 | ||
Janus International | Operating Segments | Self Storage-New Construction | Correction | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 1,192 | ||
Janus International | Operating Segments | Self Storage-R3 | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 18,269 | 16,856 | 18,735 |
Janus International | Operating Segments | Self Storage-R3 | As previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 19,981 | ||
Janus International | Operating Segments | Self Storage-R3 | Correction | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | (1,246) | ||
Janus International | Operating Segments | Commercial and Others | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 0 | 0 | 54 |
Janus International | Operating Segments | Commercial and Others | As previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 0 | ||
Janus International | Operating Segments | Commercial and Others | Correction | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 54 | ||
Janus International | Operating Segments | Goods transferred at a point in time | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 43,378 | 38,490 | 25,509 |
Janus International | Operating Segments | Services transferred over time | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | $ 32,133 | $ 30,089 | $ 19,981 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Allowance For Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | $ 5,449 | $ 4,485 |
Write-offs | (2,949) | (385) |
Provision (Reversal), net | 1,683 | 1,349 |
Ending Balance | 4,549 | 5,449 |
Cumulative Effect, Period of Adoption, Adjustment | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | $ 366 | |
Ending Balance | $ 366 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Standard Product Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 736 | $ 611 |
Aggregate changes in the product warranty liability | 140 | 125 |
Balance at end of period | $ 876 | $ 736 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Valuation Techniques (Details) | Jan. 01, 2022 yr |
Warrant term (yrs.) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant measurement input | 4.7 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant measurement input | 0.304 |
Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant measurement input | 0.0091 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant measurement input | 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Change in Fair Value (Details) - Warrant $ in Thousands | 7 Months Ended |
Jan. 01, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 37,149 |
Conversion of Private warrants to Public warrants | (11,091) |
Redeemed/exercised warrants | (31,976) |
Change in fair value of warrants | 5,918 |
Ending balance | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - ASC 326 Adoption (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 02, 2022 | Jan. 01, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right of-use assets, net | $ 44,305 | $ 0 | |
Lease liabilities | 47,260 | ||
Accounts Receivable, net | 155,397 | $ 107,006 | 107,372 |
Cost in Excess of Billings | 39,251 | 23,121 | 23,121 |
Accumulated Deficit | $ (98,153) | 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 | 556 | ||
As 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 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials, net | $ 49,788 | $ 41,834 |
Work-in-process | 1,566 | 671 |
Finished goods, net | 16,323 | 14,091 |
Total | $ 67,677 | $ 56,596 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 69,156 | $ 61,646 | |
Less accumulated depreciation | (27,073) | (20,039) | |
Total property and equipment | 42,083 | 41,607 | |
Depreciation Expense | 7,935 | 6,450 | $ 5,985 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 4,501 | 4,501 | |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 2,459 | 2,459 | |
Useful lives | 39 years | ||
Manufacturing machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 38,814 | 35,612 | |
Manufacturing machinery and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 3 years | ||
Manufacturing machinery and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 7 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 8,327 | 4,959 | |
Computer and Software | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 9,580 | 7,869 | |
Useful lives | 3 years | ||
Office furniture and equipment and vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 3,623 | 2,675 | |
Office furniture and equipment and vehicles | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 3 years | ||
Office furniture and equipment and vehicles | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 7 years | ||
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 1,852 | $ 3,571 |
Acquired Intangible Assets an_3
Acquired Intangible Assets and Goodwill - Recognized Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated amortization | $ 173,343 | $ 144,282 | |
Total gross carrying amount | 577,728 | 580,322 | |
Total | 297,007 | ||
Intangible assets, net | 404,385 | 436,040 | |
Foreign currency translation loss | 1,972 | 270 | |
Intangible amortization | 29,683 | 31,588 | $ 27,046 |
Tradenames and trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, indefinite-lived | 107,378 | 107,980 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, finite-lived | 408,246 | 410,094 | |
Accumulated amortization | 125,613 | 97,895 | |
Total | $ 282,633 | 312,199 | |
Customer relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Average remaining life in years | 10 years | ||
Customer relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Average remaining life in years | 15 years | ||
Noncompete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, finite-lived | $ 394 | 412 | |
Accumulated amortization | 255 | 231 | |
Total | $ 139 | 180 | |
Noncompete agreements | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Average remaining life in years | 3 years | ||
Noncompete agreements | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Average remaining life in years | 8 years | ||
Other intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount, finite-lived | $ 61,710 | 61,836 | |
Accumulated amortization | 47,475 | 46,156 | |
Total | $ 14,235 | $ 15,680 | |
Other intangibles | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Average remaining life in years | 0 years | ||
Other intangibles | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Average remaining life in years | 10 years |
Acquired Intangible Assets an_4
Acquired Intangible Assets and Goodwill - Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 29,527 |
2024 | 29,527 |
2025 | 29,504 |
2026 | 29,503 |
2027 | 29,503 |
Thereafter | 149,443 |
Total | $ 297,007 |
Acquired Intangible Assets an_5
Acquired Intangible Assets and Goodwill - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 369,286 | $ 259,423 |
Foreign Currency Translation Adjustment | (1,135) | (378) |
Access Control Technologies, LLC Acquisition Adjustment | 53 | |
Ending balance | $ 368,204 | 369,286 |
G & M Stor-More Pty Ltd | ||
Goodwill [Roll Forward] | ||
Goodwill, Acquired During Period | 929 | |
DBCI, LLC | ||
Goodwill [Roll Forward] | ||
Goodwill, Acquired During Period | 102,727 | |
Access Control Technologies, LLC | ||
Goodwill [Roll Forward] | ||
Goodwill, Acquired During Period | $ 6,585 |
Investment in Joint Venture (De
Investment in Joint Venture (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Undistributed earnings | $ 154 | $ (151) | $ 61 |
Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 45% | ||
Contributed capital | $ 637 | ||
Carrying amount | 1,005 | 851 | |
Undistributed earnings | $ 154 | $ (151) | $ 61 |
Other Accrued Expenses (Details
Other Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Payables and Accruals [Abstract] | ||
Sales tax payable | $ 5,144 | $ 3,606 |
Interest payable | 235 | 2,741 |
Indemnity Holdback Liability | 1,002 | 0 |
Other accrued liabilities | 6,469 | 1,766 |
Employee compensation | 16,111 | 13,857 |
Customer deposits | 29,581 | 24,555 |
Income taxes | 773 | 810 |
Current operating lease liabilities | 5,310 | 0 |
Other | 5,926 | 6,777 |
Total | $ 70,551 | $ 54,111 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | Feb. 12, 2018 | |
Line of Credit Facility [Line Items] | |||||
Deferred finance fees | $ 0 | ||||
Deferred finance fee amortization | 3,682,000 | $ 3,222,000 | $ 3,226,000 | ||
Unamortized loan costs | 7,158,000 | 10,594,000 | |||
Debt outstanding | 0 | $ 6,369,000 | |||
Revolving Credit Facility | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Borrowing capacity | $ 80,000,000 | $ 80,000,000 | $ 50,000,000 | ||
Interest rate | 7.80% | 3.50% | |||
Amendment fees | $ 425,000 | ||||
Deferred finance fees | $ 1,483,000 | ||||
Deferred finance fee amortization | 246,000 | $ 271,000 | $ 211,000 | ||
Unamortized loan costs | 402,000 | 648,000 | |||
Debt outstanding | $ 0 | $ 6,369,000 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Debt Instrument [Line Items] | ||
Finance leases | $ 1,043 | $ 0 |
Total, gross | 715,355 | 722,379 |
Less unamortized deferred finance fees | 7,158 | 10,594 |
Less current maturities | 8,347 | 8,067 |
Total long-term debt | 699,850 | 703,718 |
Notes Payable | Note payable - Amendment No. 4 First Lien | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 714,312 | $ 722,379 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 12 Months Ended | |||||
Jun. 07, 2021 | Feb. 05, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | Aug. 18, 2021 | |
Debt Instrument [Line Items] | ||||||
Gain (loss) on extinguishment of debt | $ (1,421,000) | $ 0 | $ (2,415,000) | $ 258,000 | ||
Unamortized debt issuance costs | 7,158,000 | 10,594,000 | ||||
Deferred finance fees | 0 | |||||
Letters of credit outstanding | 400,000 | 400,000 | ||||
Deferred finance fee amortization | $ 3,682,000 | 3,222,000 | 3,226,000 | |||
Weighted average remaining lease term | 3 years 4 months 13 days | |||||
Weighted average discount rate | 6.62% | |||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Term of contract | 1 year | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Term of contract | 4 years | |||||
Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Gain (loss) on extinguishment of debt | $ (994,000) | |||||
Extinguishment of debt | $ 61,600,000 | |||||
Deferred finance fee amortization | $ 3,436,000 | $ 2,951,000 | $ 3,015,000 | |||
Notes Payable | Note payable - Amendment No. 3 First Lien | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 634,607,000 | |||||
Periodic repayment, percent | 0.25% | |||||
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 | 7.98% | |||||
Deferred finance fees | $ 3,100,000 | |||||
Notes Payable | First Lien Amendment No. 3 | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 155,000,000 |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Debt Disclosure [Abstract] | ||
2023 | $ 8,347 | |
2024 | 6,354 | |
2025 | 700,520 | |
2026 | 126 | |
2027 | 8 | |
Total, gross | $ 715,355 | $ 722,379 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Aug. 31, 2021 | Aug. 17, 2021 | Jun. 07, 2021 | Jan. 19, 2021 | Jan. 02, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 368,204 | $ 369,286 | $ 259,423 | |||||
Number of shares sold (in shares) | 25,000,000 | |||||||
Share based compensation | $ 4,115 | 5,327 | 171 | |||||
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 | |||||||
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] | ||||||||
Shares issued during period (in shares) | 41,113,850 | |||||||
Access Control Technologies, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Interest acquired | 100% | |||||||
Total consideration | $ 10,386 | |||||||
Cash consideration | 9,384 | |||||||
Contingent liability | 1,002 | |||||||
Goodwill | $ 6,638 | |||||||
Weighted-average amortization period | 13 years 6 months | |||||||
Acquisition related costs | $ 284 | |||||||
Identifiable intangible assets | $ 4,200 | |||||||
Total identifiable net assets (liabilities) | $ 3,748 | |||||||
DBCI, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Interest acquired | 100% | |||||||
Cash consideration | $ 169,173 | |||||||
Goodwill | $ 102,727 | |||||||
Weighted-average amortization period | 8 years 11 months 19 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 | |||||||
Share price (in dollars per share) | $ 10 | |||||||
Value of equity issued in acquisition | $ 702,700 | |||||||
Shares issued during period (in shares) | 2,000,000 | |||||||
SSA Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Interest acquired | 100% | |||||||
Cash consideration | $ 6,538 | |||||||
Goodwill | $ 2,402 | |||||||
Weighted-average amortization period | 9 years 9 months 18 days | |||||||
Total identifiable net assets (liabilities) | $ 4,136 | |||||||
Acquisition related costs | $ 205 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Aug. 17, 2021 | Jan. 02, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 |
Recognized amounts of identifiable liabilities assumed | ||||||
Goodwill | $ 368,204 | $ 369,286 | $ 259,423 | |||
Access Control Technologies, LLC | ||||||
Fair Value of Consideration Transferred | ||||||
Cash | $ 9,384 | |||||
Contingent liability | 1,002 | |||||
Total Fair Value of Consideration Transferred | 10,386 | |||||
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 | (1,397) | |||||
Total identifiable net assets | 3,748 | |||||
Goodwill | $ 6,638 | |||||
Weighted-average amortization period | 13 years 6 months | |||||
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 | ||||||
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 | 8 years 11 months 19 days | |||||
DBCI, LLC | Trademark | ||||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||||
Identifiable intangible assets | $ 20,850 | |||||
DBCI, LLC | Customer relationships | ||||||
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 | |||||
SSA Acquisition | ||||||
Fair Value of Consideration Transferred | ||||||
Cash | $ 6,538 | |||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||||
Cash | 1,516 | |||||
Accounts receivable | 1,353 | |||||
Inventories | 393 | |||||
Prepaid expenses and other current assets | 629 | |||||
Property and equipment | 378 | |||||
Other assets | 11 | |||||
Recognized amounts of identifiable liabilities assumed | ||||||
Accounts payable | (1,280) | |||||
Accrued expenses | (679) | |||||
Other liabilities | (652) | |||||
Total identifiable net assets | 4,136 | |||||
Goodwill | $ 2,402 | |||||
Weighted-average amortization period | 9 years 9 months 18 days | |||||
SSA Acquisition | Customer relationships | ||||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||||
Identifiable intangible assets | $ 2,347 | |||||
SSA Acquisition | Noncompete agreements | ||||||
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed | ||||||
Identifiable intangible assets | $ 120 |
Business Combinations - Asset_2
Business Combinations - Assets Acquired (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Aug. 17, 2021 |
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 | ||
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 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite lived assets acquired | $ 26,320 | |
Average remaining life in years | 10 years | |
DBCI, LLC | Backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite lived assets acquired | $ 3,130 | |
Average remaining life in years | 4 months |
Business Combinations - Pro For
Business Combinations - Pro Forma (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | ||
Jan. 01, 2022 | Jan. 01, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Access Control Technologies, LLC | ||||
Business Acquisition [Line Items] | ||||
Revenue | $ 3,572 | |||
Net Income (Loss) | $ (869) | |||
DBCI, LLC | ||||
Business Acquisition [Line Items] | ||||
Revenue | $ 33,037 | |||
Net Income (Loss) | $ 2,820 | |||
Revenue | $ 809,647 | $ 637,239 | ||
Net Income (Loss) | $ 44,574 | 59,232 | ||
SSA Acquisition | ||||
Business Acquisition [Line Items] | ||||
Revenue | 9,511 | |||
Net Income (Loss) | $ (205) |
Profit Sharing Plan (Details)
Profit Sharing Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Retirement Benefits [Abstract] | |||
Contribution cost | $ 1,478 | $ 1,092 | $ 901 |
Equity Compensation - 2021 Omni
Equity Compensation - 2021 Omnibus Plan (Details) | Oct. 01, 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 Compensation - Rollforwa
Equity Compensation - Rollforward (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
RSUs | ||
Beginning balance (in shares) | 275,370 | 0 |
Granted (in shares) | 368,777 | 275,370 |
Vested (in shares) | (142,132) | 0 |
Forfeited (in shares) | (36,951) | 0 |
Ending balance (in shares) | 465,064 | 275,370 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 11.9 | $ 0 |
Granted (in dollars per share) | 9.9 | 11.9 |
Vested (in dollars per share) | 11.6 | 0 |
Forfeited (in dollars per share) | 10.3 | 0 |
Ending balance (in dollars per share) | $ 10.5 | $ 11.9 |
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 Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
RSUs | ||
Beginning balance (in shares) | 0 | |
Granted (in shares) | 252,923 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Ending balance (in shares) | 252,923 | 0 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | ||
Granted (in dollars per share) | 9.5 | |
Vested (in dollars per share) | ||
Forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | $ 9.5 |
Equity Compensation - Additiona
Equity Compensation - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 15, 2018 | Dec. 31, 2022 | Jan. 01, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 2,644 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 2,442 | $ 66 | |
Unrecognized compensation expense | $ 4,034 | ||
Unrecognized compensation period | 3 years 1 month 2 days | ||
Vesting period | 4 years | ||
RSUs | Common B Unit Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accelerated vesting (in shares) | 16,079 | ||
Accelerated cost | $ 5,200 | ||
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 Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 1,189 | ||
Unrecognized compensation expense | $ 2,377 | ||
Unrecognized compensation period | 2 years | ||
Performance vesting percentage | 150% | ||
Vesting period | 3 years | ||
Performance Shares | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance vesting percentage | 0% | ||
Performance Shares | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance vesting percentage | 200% | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 484 | ||
Unrecognized compensation period | 3 years 4 months 2 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 Compensation - Valuation
Equity Compensation - Valuation Assumptions (Details) - Stock options | 12 Months Ended |
Dec. 31, 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 Compensation - Stock Opt
Equity Compensation - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Stock Options | ||
Beginning balance outstanding (in shares) | 0 | |
Granted (in shares) | 736,105 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (35,376) | |
Ending balance outstanding (in shares) | 700,729 | |
Unvested (in shares) | 700,729 | |
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) | 4.5 | |
Ending balance outstanding (in dollars per share) | 4.5 | |
Unvested (in dollars per share) | $ 4.5 | |
Weighted Average Remaining Contractual Life, Granted (in years) | 9 years 3 months 18 days | |
Weighted Average Remaining Contractual Life (in years) | 9 years 9 months 18 days | |
Weighted Average Remaining Contractual Life, unvested (in years) | 9 years 9 months 18 days | |
Granted, intrinsic value | $ 0.2 | |
Intrinsic value | 0 | $ 0 |
Unvested, intrinsic value | $ 0 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 07, 2021 USD ($) $ / shares shares | Aug. 31, 2019 USD ($) $ / shares shares | Jan. 01, 2022 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 12, 2021 $ / 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 | 146,561,717 | 146,703,894 | ||
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 | ||||
Warrant redemption price (in dollars per share) | $ / shares | $ 0.10 | ||||
Number of warrants transferred (in shares) | 5,075,000 | ||||
Warrants outstanding (in shares) | 17,249,995 | ||||
The Sponsor | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding (in shares) | 10,150,000 | ||||
Private Placement | Warrant | 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 | ||||
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 | 343.98 | ||||
Class B Common Units | |||||
Class of Stock [Line Items] | |||||
Conversion ratio | 249.59 | ||||
Class B Common Units | The Sponsor | |||||
Class of Stock [Line Items] | |||||
Shares issued (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 | Dec. 31, 2022 | Jan. 01, 2022 | Jun. 07, 2021 |
Class of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 146,703,894 | 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 ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Related Party Transaction [Line Items] | |||
Management fees paid | $ 0 | $ 1,124 | $ 7,101 |
Rent expense | 6,771 | 5,533 | |
Janus Butler, LLC | |||
Related Party Transaction [Line Items] | |||
Operating expense | 150 | ||
Rent expense | 135 | 134 | |
Monthly rate | $ 13 | ||
Annual escalation | 1.50% | ||
134 Janus International, LLC | |||
Related Party Transaction [Line Items] | |||
Operating expense | $ 0 | ||
Rent expense | 343 | 446 | |
ASTA Investment, LLC | |||
Related Party Transaction [Line Items] | |||
Operating expense | 749 | ||
Rent expense | $ 801 | $ 837 | |
Monthly rate | $ 68 | ||
Annual escalation | 2% |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets | $ 39,251 | $ 23,121 | $ 11,399 |
Contract liabilities | 21,445 | $ 23,207 | $ 21,525 |
Revenue recognized | 21,227 | ||
Unsatisfied performance obligations | $ 19,465 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,019,509 | $ 750,150 | $ 548,973 |
Eliminations | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | (50,318) | (33,373) | (16,636) |
Janus North America | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 994,316 | 714,944 | 520,119 |
Janus North America | Operating Segments | Self Storage-New Construction | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 289,381 | 246,670 | 246,547 |
Janus North America | Operating Segments | Self Storage-R3 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 304,051 | 210,180 | 132,283 |
Janus North America | Operating Segments | Commercial and Others | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 400,884 | 258,094 | 141,289 |
Janus North America | Operating Segments | Goods transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 880,028 | 614,851 | 430,585 |
Janus North America | Operating Segments | Services transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 114,288 | 100,093 | 89,534 |
Janus International | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 75,511 | 68,579 | 45,490 |
Janus International | Operating Segments | Self Storage-New Construction | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 57,242 | 51,723 | 26,701 |
Janus International | Operating Segments | Self Storage-R3 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 18,269 | 16,856 | 18,735 |
Janus International | Operating Segments | Commercial and Others | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 54 |
Janus International | Operating Segments | Goods transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 43,378 | 38,490 | 25,509 |
Janus International | Operating Segments | Services transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 32,133 | $ 30,089 | $ 19,981 |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Assets: | ||
Operating lease assets | $ 43,282 | |
Finance lease assets | 1,023 | |
Total leased assets | $ 44,305 | $ 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 | $ 5,310 | $ 0 |
Financing, current | 280 | |
Operating, noncurrent | 40,907 | |
Financing, noncurrent | 763 | |
Total lease liabilities | $ 47,260 | |
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] | Long-Term Debt, Excluding Current Maturities | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Term of contract | 1 year | |
Renewal term | 5 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Term of contract | 20 years | |
Renewal term | 10 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 8,251 |
Short-term lease cost | 60 |
Finance lease cost, Amortization of right-of-use assets | 191 |
Finance lease cost, Interest on lease liabilities | 40 |
Total lease cost | $ 8,542 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Dec. 26, 2020 | Dec. 31, 2022 | |
Leases [Abstract] | |||
Rent expense | $ 6,771 | $ 5,533 | |
Operating Lease, Weighted Average Remaining Lease Term | 9 years 7 months 28 days | ||
Finance Lease, Weighted Average Remaining Lease Term | 3 years 4 months 13 days | ||
Operating Lease, Weighted Average Discount Rate | 7.10% | ||
Finance Lease, Weighted Average Discount Rate, Percent | 6.62% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
2023 | $ 8,229 | |
2024 | 7,502 | |
2025 | 6,637 | |
2026 | 6,073 | |
2027 | 5,305 | |
Thereafter | 31,882 | |
Total future lease payments | 65,628 | $ 47,393 |
Less imputed interest | (19,411) | |
Present value of future lease payments | $ 46,217 |
Leases - Finance Lease Maturity
Leases - Finance Lease Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
2023 | $ 338 | |
2024 | 338 | |
2025 | 338 | |
2026 | 140 | |
2027 | 11 | |
Total future lease payments | 1,165 | |
Less imputed interest | (122) | |
Present value of future lease payments | $ 1,043 | $ 0 |
Leases - Sale-Leasebacks (Detai
Leases - Sale-Leasebacks (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) renewal_option | Jan. 01, 2022 USD ($) | Dec. 26, 2020 USD ($) | Dec. 31, 2021 USD ($) | |
Sale Leaseback Transaction [Line Items] | |||||
Purchase of facility | $ 8,807 | $ 19,866 | $ 6,338 | ||
Production, Warehousing and Distribution Facility | |||||
Sale Leaseback Transaction [Line Items] | |||||
Purchase of facility | $ 9,200 | ||||
Payment for improvements | $ 400 | ||||
Amount of leaseback | $ 9,638 | ||||
Term of lease | 15 years | ||||
Number of renewal options | renewal_option | 2 | ||||
Renewal term | 10 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Income Tax Examination [Line Items] | |||
Income tax provision | $ 37,558 | $ 6,481 | $ 2,114 |
Pre-tax income | $ 145,211 | $ 50,282 | $ 58,951 |
Effective income tax rate | 25.90% | 12.90% | 3.60% |
Tax rate | 21% | 21% | 21% |
Current tax benefit | $ (24,032) | $ (1,632) | $ (1,765) |
Domestic Tax Authority | |||
Income Tax Examination [Line Items] | |||
Current tax benefit | 667 | ||
State and Local Jurisdiction | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | 4,635 | 5,382 | |
Net operating loss carryforwards, subject to expiration | 753 | $ 326 | |
Net operating loss valuation allowance | $ 256 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Income Tax Disclosure [Abstract] | |||
US operations | $ 140,702 | $ 54,066 | $ 56,019 |
Foreign operations | 4,509 | (3,784) | 2,932 |
INCOME BEFORE TAXES | $ 145,211 | $ 50,282 | $ 58,951 |
Income Taxes - Schedule of (Ben
Income Taxes - Schedule of (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Current | |||
Federal | $ 19,419 | $ 629 | $ (2) |
State and local | 3,388 | 1,529 | 612 |
Foreign jurisdiction | 1,225 | (526) | 1,155 |
Current | 24,032 | 1,632 | 1,765 |
Deferred | |||
U.S. federal | 9,811 | 4,376 | 823 |
State and local | 3,592 | 10 | (473) |
Foreign jurisdiction | 123 | 463 | (1) |
Deferred | 13,526 | 4,849 | 349 |
Total | 29,230 | 5,005 | 821 |
Total | 6,980 | 1,539 | 139 |
Total | 1,348 | (63) | 1,154 |
Income tax (benefit) expense | $ 37,558 | $ 6,481 | $ 2,114 |
Income Taxes - Differences in S
Income Taxes - Differences in Statutory Rate and Effective Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income From Operations (1) | $ 145,211 | $ 50,282 | $ 58,951 |
Computed “expected” tax expense | $ 30,494 | $ 10,559 | $ 0 |
Statutory rate differential | 40,100,000% | (560600000.00%) | 128,100,000% |
Permanent difference | $ 30 | $ 1,776 | $ 697 |
State income taxes, net of federal benefit | 5,958 | 1,284 | 519 |
Change in tax rates | 1,156 | (1,342) | (421) |
Change in estimate | 848 | 175 | (146) |
Change in valuation allowance | (256) | (938) | 0 |
Other, net | (1,073) | 573 | 184 |
Income tax (benefit) expense | $ 37,558 | $ 6,481 | $ 2,114 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Deferred tax assets | ||
Allowance for doubtful accounts | $ 103 | $ 101 |
Other accrued expenses | 625 | 863 |
Inventories | 263 | 210 |
Leases | 566 | 3 |
Tax credits carryforward | 508 | 113 |
Intangibles | 48,138 | 61,465 |
Net operating loss carryforward | 20 | 1,095 |
Stock compensation | 810 | 0 |
Interest expense carryforward | 234 | 0 |
Other | 97 | 17 |
Total gross deferred tax assets | 51,364 | 63,867 |
Less: valuation allowance | 0 | (256) |
Net deferred tax assets | 51,364 | 63,611 |
Deferred tax liabilities | ||
Property and equipment | (5,694) | (4,360) |
Prepaids | (715) | (816) |
Other | (281) | (270) |
Total gross deferred liabilities | (6,690) | (5,446) |
Net deferred tax asset (liability) | $ 44,674 | $ 58,165 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 26, 2020 | |
Earnings Per Share [Abstract] | |||
Net income attributable to common stockholders | $ 107,653 | $ 43,801 | $ 56,837 |
Weighted average number of shares: | |||
Basic (in shares) | 146,606,197 | 107,875,018 | 65,843,575 |
Adjustment for dilutive securities (in shares) | 116,669 | 1,102,793 | 0 |
Diluted (in shares) | 146,722,866 | 108,977,811 | 65,843,575 |
Basic net income per share attributable to common stockholders (in dollars per share) | $ 0.73 | $ 0.41 | $ 0.86 |
Diluted net income per share attributable to common stockholders (in dollars per share) | $ 0.73 | $ 0.40 | $ 0.86 |
Segments Information (Details)
Segments Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Jan. 01, 2022 USD ($) | Dec. 26, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Revenue | $ 1,019,509 | $ 750,150 | $ 548,973 |
Income From Operations | 187,477 | 92,400 | 94,521 |
Depreciation Expense | 7,935 | 6,450 | 5,985 |
Intangible amortization | 29,683 | 31,588 | 27,046 |
Capital Expenditures | 8,807 | 19,866 | 6,338 |
Assets | 1,270,618 | 1,122,002 | |
Janus North America | |||
Segment Reporting Information [Line Items] | |||
Depreciation Expense | 7,157 | 5,977 | 5,390 |
Intangible amortization | 28,420 | 30,081 | 25,661 |
Capital Expenditures | 7,695 | 16,170 | 6,002 |
Assets | 1,209,905 | 1,063,563 | |
Janus International | |||
Segment Reporting Information [Line Items] | |||
Depreciation Expense | 778 | 473 | 595 |
Intangible amortization | 1,263 | 1,507 | 1,385 |
Capital Expenditures | 1,112 | 3,696 | 336 |
Assets | 60,713 | 58,439 | |
Operating Segments | Janus North America | |||
Segment Reporting Information [Line Items] | |||
Revenue | 994,316 | 714,944 | 520,119 |
Income From Operations | 183,142 | 95,930 | 91,665 |
Operating Segments | Janus International | |||
Segment Reporting Information [Line Items] | |||
Revenue | 75,511 | 68,579 | 45,490 |
Income From Operations | 4,436 | (3,570) | 2,811 |
Intersegment | |||
Segment Reporting Information [Line Items] | |||
Revenue | (50,318) | (33,373) | (16,636) |
Eliminations | |||
Segment Reporting Information [Line Items] | |||
Revenue | (50,318) | (33,373) | (16,636) |
Income From Operations | $ (101) | $ 40 | $ 45 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Insurance Claims - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Workers' Compensation Insurance Program | ||
Loss Contingencies [Line Items] | ||
Claims in excess | $ 200 | $ 200 |
Estimate of possible loss | 409 | 383 |
Health Insurance Program | ||
Loss Contingencies [Line Items] | ||
Claims in excess | 275 | |
Estimate of possible loss | $ 2,099 | $ 1,539 |