Segment

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-Q

________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 1, ~~2022~~2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-40456

________________________

JANUS INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in its charter)

________________________


Delaware			86-1476200
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)
135 Janus International Blvd. Temple, GA			30179
(Address of Principal Executive Offices)			(Zip Code)

(866) 562-2580

(Registrant's telephone number, including area code)

________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Common Stock, par value $0.0001 per share	JBI	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐☒
Non-accelerated filer	☒☐	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 8, 2022, 146,647,275~~May 5, 2023, 146,744,164 shares of Class A Common Stock, par value $0.0001, were issued and outstanding.

JANUS INTERNATIONAL GROUP, INC.

Quarterly Report on Form 10-Q

Table of Contents


~~SAFE HARBOR, FORWARD-LOOKING STATEMENTS~~
			Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
PART I--FINANCIAL INFORMATION			4
Item 1. Financial Statements			4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			2823
Item 3. Quantitative and Qualitative Disclosures About Market Risk			4938
Item 4. Controls and Procedures			4938
PART II--OTHER INFORMATION			5139
Item 1. Legal Proceedings			5139
Item 1A. Risk Factors			5139
Item 2. Unregistered Sales of Equity and Use of Proceeds			5139
Item 3. Defaults upon Senior Securities			5139
Item 4. Mine Safety Disclosures			5139
Item 5. Other Information			5139
Item 6. Exhibits			5240
SIGNATURES			5341

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q (this “Form 10-Q”) that reflect our current views with respect to future events and financial performance, business strategies, expectations for our business and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purposes of federal securities laws.

These forward-looking statements include, but are not limited to, statements about our financial condition, results of operations, earnings outlook and prospects or regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those contemplated in the forward-looking statements, including, without limitation, the risks set forth in Part II, Item 1A, “Risk Factors” in this Form 10-Q and in our other filings with the Securities and Exchange Commission (the “SEC”). We do not assume any obligation to update any forward-looking statements after the date of this Report, except as required by law.

In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” ~~“will”, “likely”~~“would”, and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. We cannot assure you that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•changes adversely affecting the business in which we are engaged;

•geopolitical risk and changes in applicable laws or regulations;

•the possibility that Janus may be adversely affected by other economic, business, and/or competitive factors;

•operational risk;

•any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions;

•fluctuations in the demand for our products and services;

•the impact of supply chain disruptions and inflation and our ability to recoup rising costs in the rates we charge to our customers;

•the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates;

•the possibility that the COVID-19 pandemic, or another major disease, disrupts Janus’ business;

•our ability to maintain the listing of our securities on a national securities exchange;

•the possibility of significant changes in foreign exchange rates and controls;

•litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Janus’ resources; ~~and~~

•general economic conditions, including the capital and credit markets;

•the possibility of political instability, war or acts of terrorism in any of the countries where we operate; and

•other risks detailed from time to time in our filings with the SEC, press releases, and other communications, including those set forth under “Risk Factors” included in our ~~2021~~2022 Annual Report on Form 10-K for the year ended ~~January 1,~~December 31, 2022, and in the documents incorporated by reference herein and therein.

All subsequent written and oral forward-looking statements concerning the matters addressed in this Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Form 10-Q. WeExcept to the extent required by applicable law or regulation we undertake no obligation to update ~~any~~these forward-looking ~~statement, whether written or oral,~~statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.


Janus International Group, Inc.

Condensed Consolidated Balance Sheets
(dollar amounts in thousands, except share and per share ~~data)~~data - Unaudited)


		October 1,		January 1,
		2022		2022
		(Unaudited)					April 1,		December 31,
							2023		2022
ASSETS	ASSETS					ASSETS
Current Assets	Current Assets					Current Assets
Cash	Cash	$	55,335	$	13,192	Cash	$	69,639	$	78,373
Accounts receivable, less allowance for credit losses; $4,553 and $5,449, at October 1, 2022 and January 1, 2022, respectively		151,694		107,372
Costs and estimated earnings in excess of billing on uncompleted contracts		30,831		23,121
Accounts receivable, less allowance for credit losses; $4,652 and $4,549, at April 1, 2023 and December 31, 2022, respectively						Accounts receivable, less allowance for credit losses; $4,652 and $4,549, at April 1, 2023 and December 31, 2022, respectively	149,758		155,397
Costs in excess of billing on uncompleted contracts						Costs in excess of billing on uncompleted contracts	40,992		39,251
Inventory, net	Inventory, net	69,050		56,596		Inventory, net	64,769		67,677
Prepaid expenses	Prepaid expenses	12,282		9,843		Prepaid expenses	8,354		9,098
Other current assets	Other current assets	2,227		4,057		Other current assets	4,450		13,381
Total current assets	Total current assets	$	321,419	$	214,181	Total current assets	$	337,962	$	363,177
Right-of-use assets, net	Right-of-use assets, net	45,529		—		Right-of-use assets, net	43,961		44,305
Property and equipment, net	Property and equipment, net	42,855		41,607		Property and equipment, net	46,005		42,083
Customer relationships, net		288,770		312,199
Tradename and trademarks		106,971		107,980
Other intangibles, net		14,743		15,861
Intangible assets, net						Intangible assets, net	397,276		404,385
Goodwill	Goodwill	367,262		369,286		Goodwill	368,363		368,204
Deferred tax asset, net	Deferred tax asset, net	59,979		58,915		Deferred tax asset, net	46,601		46,601
Other assets	Other assets	1,874		1,973		Other assets	1,740		1,863
Total assets	Total assets	$	1,249,402	$	1,122,002	Total assets	$	1,241,908	$	1,270,618
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities	Current Liabilities					Current Liabilities
Accounts payable	Accounts payable	$	55,728	$	54,961	Accounts payable	$	58,545	$	52,268
Billing in excess of costs and estimated earnings on uncompleted contracts		27,235		23,207
Billing in excess of costs on uncompleted contracts						Billing in excess of costs on uncompleted contracts	18,311		21,445
Current maturities of long-term debt	Current maturities of long-term debt	8,379		8,067		Current maturities of long-term debt	8,649		8,347
Other accrued expenses		75,919		54,111
Accrued expenses and other current liabilities						Accrued expenses and other current liabilities	61,366		70,551
Total current liabilities	Total current liabilities	$	167,261	$	140,346	Total current liabilities	$	146,871	$	152,611
Line of credit		—		6,369
Long-term debt, net	Long-term debt, net	701,189		703,718		Long-term debt, net	649,818		699,850
Deferred tax liability, net	Deferred tax liability, net	1,678		749		Deferred tax liability, net	1,909		1,927
Other long-term liabilities	Other long-term liabilities	41,764		2,533		Other long-term liabilities	39,704		40,944
Total liabilities	Total liabilities	$	911,892	$	853,715	Total liabilities	$	838,302	$	895,332
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY					STOCKHOLDERS’ EQUITY
Common Stock, 825,000,000 shares authorized, $0.0001 par value, 146,647,275 and 146,561,717 shares issued and outstanding at October 1, 2022 and January 1, 2022, respectively		15		15
Common Stock, 825,000,000 shares authorized, $0.0001 par value, 146,744,164 and 146,703,894 shares issued and outstanding at April 1, 2023 and December 31, 2022, respectively						Common Stock, 825,000,000 shares authorized, $0.0001 par value, 146,744,164 and 146,703,894 shares issued and outstanding at April 1, 2023 and December 31, 2022, respectively	15		15
Treasury stock, at cost, 18,520 and zero shares as of April 1, 2023 and December 31, 2022, respectively						Treasury stock, at cost, 18,520 and zero shares as of April 1, 2023 and December 31, 2022, respectively	(183)		—
Additional paid-in capital	Additional paid-in capital	279,944		277,799		Additional paid-in capital	283,744		281,914
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(7,887)		(949)		Accumulated other comprehensive loss	(4,105)		(4,796)
Retained earnings (accumulated deficit)		65,438		(8,578)
Retained earnings						Retained earnings	124,135		98,153
Total stockholders’ equity	Total stockholders’ equity	$	337,510	$	268,287	Total stockholders’ equity	$	403,606	$	375,286
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	1,249,402	$	1,122,002	Total liabilities and stockholders’ equity	$	1,241,908	$	1,270,618

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements


Janus International Group, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income
(dollar amounts in thousands, except share and per share ~~data)~~data - Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended
		October 1, 2022		September 25, 2021		October 1, 2022		September 25, 2021			April 1, 2023		April 2, 2022
		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
REVENUE
Sales of product		$	230,847	$	155,670	$	642,122	$	417,922
Sales of services		31,700		32,120		97,659		96,874
Total revenue		262,547		187,790		739,781		514,796
Cost of Sales		165,755		125,551		482,439		340,070
REVENUES										REVENUES
Product revenues										Product revenues	$	209,664	$	197,306
Service revenues										Service revenues	42,240		32,214
Total revenues										Total revenues	251,904		229,520
Product cost of revenues										Product cost of revenues	120,068		128,560
Service cost of revenues										Service cost of revenues	31,903		24,390
Cost of Revenues										Cost of Revenues	151,971		152,950
GROSS PROFIT	GROSS PROFIT	96,792		62,239		257,342		174,726		GROSS PROFIT	99,933		76,570
OPERATING EXPENSE	OPERATING EXPENSE									OPERATING EXPENSE
Selling and marketing	Selling and marketing	14,477		12,066		42,216		31,906		Selling and marketing	14,821		13,349
General and administrative	General and administrative	28,418		24,947		86,267		81,469		General and administrative	34,100		28,106
Contingent consideration and earnout fair value adjustments		—		—		—		687
Operating Expenses	Operating Expenses	42,895		37,013		128,483		114,062		Operating Expenses	48,921		41,455
INCOME FROM OPERATIONS	INCOME FROM OPERATIONS	53,897		25,226		128,859		60,664		INCOME FROM OPERATIONS	51,012		35,115
Interest expense	Interest expense	(10,979)		(7,664)		(28,622)		(23,265)		Interest expense	(15,998)		(8,775)
Other expense	Other expense	56		91		(313)		(2,388)		Other expense	(15)		(29)
Change in fair value of derivative warrant liabilities		—		1,271		—		(658)
INCOME BEFORE TAXES	INCOME BEFORE TAXES	42,974		18,924		99,924		34,353		INCOME BEFORE TAXES	34,999		26,311
Provision for Income Taxes	Provision for Income Taxes	10,575		3,382		24,984		5,787		Provision for Income Taxes	9,017		6,607
NET INCOME	NET INCOME	$	32,399	$	15,542	$	74,940	$	28,566	NET INCOME	$	25,982	$	19,704
Other Comprehensive Income (Loss)	Other Comprehensive Income (Loss)	(3,037)		(1,170)		(6,938)		(896)		Other Comprehensive Income (Loss)	691		(516)
COMPREHENSIVE INCOME	COMPREHENSIVE INCOME	29,362		14,372		68,002		27,670		COMPREHENSIVE INCOME	26,673		19,188
Net income attributable to common stockholders	Net income attributable to common stockholders	$	32,399	$	15,542	$	74,940	$	28,566	Net income attributable to common stockholders	$	25,982	$	19,704
Weighted-average shares outstanding, basic and diluted (Note 16)
Weighted-average shares outstanding, basic and diluted (Note 12)										Weighted-average shares outstanding, basic and diluted (Note 12)
Basic	Basic	146,639,452		138,384,284		146,592,296		95,179,726		Basic	146,703,894		146,561,717
Diluted	Diluted	146,717,917		142,840,792		146,671,509		97,828,380		Diluted	146,751,901		146,832,889
Net income per share, basic and diluted (Note 16)
Net income per share, basic and diluted (Note 12)										Net income per share, basic and diluted (Note 12)
Basic	Basic	$	0.22	$	0.11	$	0.51	$	0.30	Basic	$	0.18	$	0.13
Diluted	Diluted	$	0.22	$	0.10	$	0.51	$	0.30	Diluted	$	0.18	$	0.13

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements


Janus International Group, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ Equity ~~(Unaudited)~~
(dollar amounts in thousands, except share ~~data)~~data - Unaudited)

Class B
Common Units Class A
Preferred Units Common Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Retained Earnings
(AccumulatedDeficit) Total
Unit Amount Unit Amount Shares Amount
Balance as of December 26, 2020 4,478 $ 261 189,044 $ 189,044 — $ — $ — $ (227) $ (48,205) $ 140,874
Retroactive application of the recapitalization (4,478) (261) (189,044) (189,044) 66,145,633 7 189,299 — — —
Balance as of December 26, 2020, as adjusted — $ — — $ — 66,145,633 $ 7 $ 189,299 $ (227) $ (48,205) $ 140,874
Vesting of Midco LLC class B units — — — — 111,895 — 52 — — 52
Distributions to Janus Midco LLC Class A unitholders — — — — — — — — (96) (96)
Cumulative translation adjustment — — — — — — — 311 — 311
Net income — — — — — — — — 14,719 14,719
Balance as of March 27, 2021 — $ — — $ — 66,257,528 $ 7 $ 189,351 $ 84 $ (33,582) $ 155,860
Vesting of Midco LLC class B units — — — — 4,012,872 — 5,210 — — 5,210
Issuance of PIPE Shares — — — — 25,000,000 3 249,997 — — 250,000
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability — — — — 41,113,850 4 226,940 — — 226,944
Issuance of earn out shares to common stockholders — — — — 2,000,000 — 26,480 — — 26,480
Distributions to Janus Midco, LLC unitholders — — — — — — (541,710) — — (541,710)
Distributions to Class A preferred units — — — — — — — — (4,078) (4,078)
Deferred Tax Asset — — — — — — 78,291 — — 78,291
Cumulative translation adjustment — — — — — — — (37) — (37)
Net income — — — — — — — — (1,694) (1,694)
Balance as of June 27, 2021 — $ — — $ — 138,384,250 $ 14 $ 234,559 $ 47 $ (39,354) $ 195,266
Warrant redemption — — — — 110 — 1 — — 1
Cumulative translation adjustment — — — — — — — (1,170) — (1,170)
Warrant movements from private to public — — 10,111 10,111
Net Income — — — — — — — — 15,542 15,542
Balance as of September 25, 2021 — $ — — $ — 138,384,360 $ 14 $ 244,671 $ (1,123) $ (23,812) $ 219,750


~~Janus International Group, Inc.~~

~~Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)~~
~~(dollar amounts in thousands, except share data)~~

Class B
Common Units Class A
Preferred Units Common Stock Additional paid-in capital Accumulated Other Comprehensive Loss Retained Earnings
(AccumulatedDeficit) Total
Unit Amount Unit Amount Shares Amount
Balance as of January 1, 2022 — $ — — $ — 146,561,717 $ 15 $ 277,799 $ (949) $ (8,578) $ 268,287
Share based compensation — — — — — — 600 — — 600
Cumulative effect of change in accounting principle(a)
— — — — — — — — (924) (924)
Cumulative translation adjustment — — — — — — — (514) — (514)
Net income — — — — — — — — 19,704 19,704
Balance as of April 2, 2022 — $ — — $ — 146,561,717 $ 15 $ 278,399 $ (1,463) $ 10,202 $ 287,153
Issuance of restricted units — — — — 77,660 — — — — —
Share based compensation — — — — — — 910 — — 910
Cumulative translation adjustment — — — — — — — (3,387) — (3,387)
Net income — — — — — — — — 22,837 22,837
Balance as of July 2, 2022 — $ — — $ — 146,639,377 $ 15 $ 279,309 $ (4,850) $ 33,039 $ 307,513
Issuance of restricted units — — — — 7,898 — — — — —
Share based compensation — — — — — — 635 — — 635
Cumulative translation adjustment — — — — — — — (3,037) — (3,037)
Net income — — — — — — — — 32,399 32,399
Balance as of October 1, 2022 — $ — — $ — 146,647,275 $ 15 $ 279,944 $ (7,887) $ 65,438 $ 337,510


	Class A Preferred Units (1,000,000 shares authorized par value of .0001)			Common Stock			Additional paid-in capital		Accumulated Other Comprehensive Loss		Retained Earnings (Accumulated Deficit)		Total
	Shares	Amount		Shares	Amount
Balance as of January 1, 2022	—	—		146,561,717	$	15	$	277,799	$	(949)	$	(8,578)	$	268,287
Share based compensation	—	—		—	—		600		—		—		600
Cumulative effect of change in accounting principle(a)	—	—		—	—		—		—		(924)		(924)
Cumulative translation adjustment	—	—		—	—		—		(516)		—		(516)
Net income	—	—		—	—		—		—		19,704		19,704
Balance as of April 2, 2022	—	$	—	146,561,717	$	15	$	278,399	$	(1,465)	$	10,202	$	287,151

(a) 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 in the Annual Report on Form 10-K, for the year ended December 31, 2022, for further details of the impact of each standard.


	Class A Preferred Units (1,000,000 shares authorized par value of .0001)			Common Stock			Treasury Stock			Additional paid-in capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total
	Shares	Amount		Shares	Amount		Shares	Amount
Balance as of December 31, 2022	—	—		146,703,894	$	15	—	$	—	$	281,914	$	(4,796)	$	98,153	$	375,286
Issuance of restricted units	—	—		58,790	—		—	—		—		—		—		—
Shares withheld for taxes upon vesting of restricted units	—	—		(18,520)	—		18,520	(183)		—		—		—		(183)
Share based compensation	—	—		—	—		—	—		1,830		—		—		1,830
Cumulative translation adjustment	—	—		—	—		—	—		—		691		—		691
Net income	—	—		—	—		—	—		—		—		25,982		25,982
Balance as of April 1, 2023	—	$	—	146,744,164	$	15	18,520	$	(183)	$	283,744	$	(4,105)	$	124,135	$	403,606

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements


Janus International Group, Inc.
Condensed Consolidated Statements of Cash Flows
(dollar amounts in ~~thousands)~~thousands - Unaudited)


		Nine Months Ended					Three Months Ended
		October 1, 2022		September 25, 2021			April 1, 2023		April 2, 2022
		(Unaudited)		(Unaudited)			(Unaudited)		(Unaudited)
Cash Flows Provided By Operating Activities	Cash Flows Provided By Operating Activities					Cash Flows Provided By Operating Activities
Net income	Net income	$	74,940	$	28,566	Net income	$	25,982	$	19,704
Adjustments to reconcile net income to net cash provided by operating activities	Adjustments to reconcile net income to net cash provided by operating activities					Adjustments to reconcile net income to net cash provided by operating activities
Depreciation of property and equipment	Depreciation of property and equipment	5,817		4,678		Depreciation of property and equipment	2,180		1,857
Reduction in carrying amount of right-of-use assets	Reduction in carrying amount of right-of-use assets	3,997		—		Reduction in carrying amount of right-of-use assets	1,485		1,319
Change in inventory obsolescence reserve						Change in inventory obsolescence reserve	(304)		—
Amortization of intangibles	Amortization of intangibles	22,278		21,852		Amortization of intangibles	7,416		7,225
Deferred finance fee amortization	Deferred finance fee amortization	2,758		2,286		Deferred finance fee amortization	1,346		912
Provision (reversal) for losses on accounts receivable		1,206		(59)
Provision for losses on accounts receivable						Provision for losses on accounts receivable	102		975
Share based compensation	Share based compensation	2,145		5,262		Share based compensation	1,830		600
Loss on extinguishment of debt	Loss on extinguishment of debt	—		2,415		Loss on extinguishment of debt	—		103
Change in fair value of contingent consideration		—		687
(Gain) loss on sale of assets		(45)		43
Loss on abandonment of lease		571		—
Change in fair value of derivative warrant liabilities		—		658
Undistributed (earnings) losses of affiliate		(102)		76
Deferred income taxes, net		—		(768)
Loss on sale of equipment						Loss on sale of equipment	6		—
Undistributed losses (earnings) of affiliate						Undistributed losses (earnings) of affiliate	58		(22)
Changes in operating assets and liabilities	Changes in operating assets and liabilities					Changes in operating assets and liabilities
Accounts receivable	Accounts receivable	(45,893)		(16,884)		Accounts receivable	5,826		(12,727)
Costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings on uncompleted contracts		(7,710)		(12,101)
Costs in excess of billings on uncompleted contracts						Costs in excess of billings on uncompleted contracts	(1,644)		(7,165)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(531)		(4,488)		Prepaid expenses and other current assets	9,652		(1,285)
Inventory, net		(12,454)		(18,474)
Inventory						Inventory	3,310		(7,630)
Accounts payable	Accounts payable	766		18,409		Accounts payable	6,168		10,375
Other accrued expenses		17,658		28,649
Billing in excess of costs on uncompleted contracts						Billing in excess of costs on uncompleted contracts	(3,294)		4,847
Accrued expenses and other current liabilities						Accrued expenses and other current liabilities	(8,471)		4,647
Other assets and long-term liabilities	Other assets and long-term liabilities	(2,810)		(1,124)		Other assets and long-term liabilities	(1,402)		1,042
Net Cash Provided By Operating Activities	Net Cash Provided By Operating Activities	$	62,591	$	59,683	Net Cash Provided By Operating Activities	$	50,246	$	24,777
Cash Flows Used In Investing Activities	Cash Flows Used In Investing Activities					Cash Flows Used In Investing Activities
Proceeds from sale of equipment	Proceeds from sale of equipment	$	67	$	79	Proceeds from sale of equipment	$	17	$	—
Purchases of property and equipment	Purchases of property and equipment	(7,856)		(15,930)		Purchases of property and equipment	(6,070)		(2,880)
Cash paid for acquisition, net of cash acquired		—		(179,714)
Cash paid for acquisitions, net of cash acquired						Cash paid for acquisitions, net of cash acquired	(1,002)		—
Net Cash Used In Investing Activities	Net Cash Used In Investing Activities	$	(7,789)	$	(195,565)	Net Cash Used In Investing Activities	$	(7,055)	$	(2,880)
Cash Flows Used In Financing Activities	Cash Flows Used In Financing Activities					Cash Flows Used In Financing Activities
(Repayments) proceeds from line of credit		$	(6,369)	$	19,351
Distributions to Janus Midco LLC unitholders		—		(4,174)
Payments on line of credit						Payments on line of credit	$	—	$	(6,369)
Principal payments on long-term debt	Principal payments on long-term debt	(6,051)		(64,825)		Principal payments on long-term debt	(52,017)		(2,017)
Proceeds from long-term debt		—		155,000
Proceeds from merger		—		334,874
Proceeds from PIPE		—		250,000
Payments for transaction costs, net		—		(44,489)
Payments to Janus Midco, LLC unitholders at the Business Combination		—		(541,710)
Proceeds from warrant exercise		—		1
Principal payments under finance lease obligations	Principal payments under finance lease obligations	(137)		—		Principal payments under finance lease obligations	(141)		(19)
Payments for deferred financing fees		—		(4,321)
Cash (Used In) Provided by Financing Activities		$	(12,557)	$	99,707
Effect of exchange rate changes on cash and cash equivalents		$	(102)	$	142
Net Increase (Decrease) in Cash and Cash Equivalents		$	42,143	$	(36,033)
Cash and Cash Equivalents, Beginning of Period		$	13,192	$	45,255
Cash and Cash Equivalents, End of Period		$	55,335	$	9,222
Cash Used In Financing Activities						Cash Used In Financing Activities	$	(52,158)	$	(8,405)
Effect of exchange rate changes on cash						Effect of exchange rate changes on cash	$	233	$	(58)
Net Increase (Decrease) in Cash						Net Increase (Decrease) in Cash	$	(8,734)	$	13,434
Cash, Beginning of Period						Cash, Beginning of Period	$	78,373	$	13,192
Cash, End of Period						Cash, End of Period	$	69,639	$	26,626
Supplemental Cash Flows Information	Supplemental Cash Flows Information					Supplemental Cash Flows Information
Interest paid	Interest paid	$	28,351	$	19,227	Interest paid	$	14,513	$	6,096
Income taxes paid	Income taxes paid	$	21,655	$	1,510	Income taxes paid	$	185	$	370
Cash paid for operating leases	Cash paid for operating leases	$	5,763	$	—	Cash paid for operating leases	$	1,987	$	1,900
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease obligations	Right-of-use assets obtained in exchange for operating lease obligations	$	47,999	$	—	Right-of-use assets obtained in exchange for operating lease obligations	$	33	$	42,202
Right-of-use assets obtained in exchange for finance lease obligations	Right-of-use assets obtained in exchange for finance lease obligations	$	1,373	$	—	Right-of-use assets obtained in exchange for finance lease obligations	$	1,113	$	633
RSU Shares withheld related to employee taxes						RSU Shares withheld related to employee taxes	$	183	$	—

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1.~~Basis~~Nature of ~~Presentation~~Operations

Janus International Group, Inc. is a holding ~~company.~~company incorporated in Delaware. References to~~“Janus,~~ “Janus,” “Group,” “Company,” “we,” “our” or “us” refer to Janus International Group, Inc., and its consolidated subsidiaries. The Company is a 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 ~~Group,~~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”), Access Control Technologies, LLC (“Janus Core”) is a wholly-owned subsidiary of Janus Intermediate, LLC (“Intermediate”). Intermediate is a wholly-owned subsidiary of Janus Midco, LLC (“Midco”). Midco is a wholly-owned subsidiary of Janus Intermediate Holdco, Inc. (“Intermediate Holdco”). Intermediate Holdco is a wholly-owned subsidiary of Juniper Industrial Holdings, Inc. (“Juniper” or “JIH”ACT”), Janus Door, LLC and ~~Juniper~~Steel Door Depot.com, LLC. The Company’s common stock is ~~a wholly-owned subsidiary of Group.~~

currently traded on the New York Stock Exchange under the symbol “JBI”.

The dollar amounts in the notes are shown in thousands of dollars, unless otherwise noted, and rounded to the nearest thousand except for share and per share amounts.

Assets held at foreign locations were approximately $65,406 and $61,144 as of April 1, 2023 and December 31, 2022, respectively. Revenues earned at foreign locations totaled approximately $21,572 and $17,914 for the three months ended April 1, 2023 and April 2, 2022, respectively.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying ~~Unaudited Condensed Consolidated Financial Statements~~consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with U.S. ~~generally accepted accounting principles (“U.S. GAAP”)~~GAAP and pursuant to the ~~accounting and disclosure~~applicable rules and regulations of the ~~SEC for interim financial information. However, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements.~~SEC. In the opinion of the Company’s management, the Unaudited Condensed Consolidated Financial Statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of ~~October~~April 1, ~~2022,~~2023, and its results of operations, including its comprehensive income and stockholders’ equity for the three ~~and nine~~ months ended ~~October~~April 1, ~~2022~~2023 and ~~September 25, 2021.~~

April 2, 2022. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. This Quarterly Report on Form 10-Q should be read in conjunction with the Audited Consolidated Financial Statements and notes that are included in the Annual Report on Form 10-K, for the year ended ~~January 1,~~December 31, 2022.

~~Nature of Operations~~

The Group is a global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions including: roll up and swing doors, hallway systems, relocatable storage units, and facility and door automation technologies with manufacturing operations in Georgia, Texas, Arizona, Indiana, North Carolina, the United Kingdom, Australia, and Singapore.

~~The Group’s business is operated through~~ ~~two~~ geographic regions that comprise our two reportable segments: Janus North America and Janus International. The Janus International segment is comprised of Janus International Europe Ltd., a company incorporated in England and Wales (“JIE”), whose production and sales are largely in Europe and Australia. The Janus North America segment is comprised of all the other entities including Janus Core, Betco, Inc. (“BETCO”), Noke, Inc. (“NOKE”), Asta Industries, Inc. (“ASTA”), Janus Door, LLC (“Janus Door”), Access Control Technologies, LLC (“ACT”), U.S Door & Building Components, LLC (“U.S. Door”), and Steel Door Depot.com, LLC (“Steel Door Depot”).

Assets held at foreign locations were approximately $55,749 and $58,439 as of October 1, 2022 and January 1, 2022, respectively. Revenues earned at foreign locations totaled approximately $16,959 and $17,824 for the three months ended October 1, 2022 and September 25, 2021, respectively, and $55,197 and $48,729 for the nine months ended October 1, 2022 and September 25, 2021, respectively.

Principles of Consolidation

The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s joint venture is accounted for under the equity method of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~Reorganization~~Reclassification

On ~~June 7, 2021, Midco transferred Janus Core, its wholly owned direct subsidiary,~~the Condensed Consolidated Statements of Operations and Comprehensive Income, the Company bifurcated the prior year “Cost of Sales” account between “Product cost of revenues” and “Service cost of revenues” to conform to the ~~Group, thereby transferring the business for which historical financial information is included in these results of operations, to be indirectly held by Midco.~~

The Business Combination (defined and discussed below) was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Juniper is treated as the acquired company and Midco is treated as the acquirer for financial statement reporting purposes (the “Combined Company”). Accordingly, for accounting purposes, the financial statements of the Combined Company represent a continuation of the financial statements of Midco with the acquisition being treated as the equivalent of Midco issuing stock for the net assets of JIH, accompanied by a recapitalization. The net assets of JIH will be stated at historical cost, with no goodwill or other intangible assets recorded.current year presentation.

Use of Estimates ~~in the Unaudited Condensed Consolidated Financial Statements~~

The preparation of Unaudited Condensed Consolidated Financial Statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant items subject to such estimates and assumptions include, but are not limited to, income taxes and the effective tax rates, reserves

for inventory obsolescence, 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.


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Significant items subject to such estimates and assumptions include, but are not limited to, the derivative warrant liability, the recognition of the valuations of share-based compensation arrangements, the useful lives of property and equipment, revenue recognition, allowances for uncollectible receivable balances, fair values and impairment of intangible assets and goodwill and assumptions used in the recognition of contract assets.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act, or JOBS Act, exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Company qualifies as an “Emerging Growth Company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to adopt the new or revised standard at the same time periods as private companies.

Fair Value Measurement

The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value:

•Level 1, observable inputs such as quoted prices in active markets;

•Level 2, inputs other than the quoted prices in active markets that are observable either directly or indirectly;

•Level 3, unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions.

The fair value of cash, accounts receivable less allowance for ~~doubtful~~credit losses, and accounts ~~and account~~ payable approximate the carrying amounts due to the short-term maturities of these instruments. The fair value of the Company’s debt approximates its carrying amount as of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022 due to its variable interest rate that is tied to the current ~~London Interbank Offered Rate (“LIBOR”)~~LIBOR rate plus an applicable margin and consistency in our credit rating. To estimate the fair value of the Company’s debt, the Company utilized fair value based risk measurements that are indirectly observable, such as credit risk that fall within Level 2 of the Fair Value hierarchy. The fair value of the warrants contains significant unobservable inputs including the expected term and the share exchange ratio in evaluating the fair value of underlying common stock, and exercise price, therefore, the warrant liabilities were evaluated to be a Level 3 fair value measurement.

Significant Accounting Policies

~~Other than the following, the~~The Company’s significant accounting policies have not changed materially from those described in its Annual Report on Form 10-K for the fiscal year ended ~~January 1,~~December 31, 2022.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded at the invoiced amount and do not bear interest. 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 the Recently Adopted Accounting Pronouncements section of ~~this note~~our 2022 Annual Report on Form 10-K for the year ended December 31, 2022, for more information on the impact to the ~~Unaudited Condensed~~ Consolidated Financial Statements.

The Company gathered information about its current bad debt reserve and write-off practices and loss methodology, in-scope assets, historical credit losses, proposed pooling approach and expected changes to business practices under CECL. Accounts receivables are stated at estimated net realizable value from the sale of products and services to established customers. The Company determined that pooling accounts receivable by business units was the most appropriate because of the similarity of risk characteristics within each line such as customers and services offered. Historical losses and customer-specific reserve information that are used to calculate the historical loss rates are available for each business unit.

During the pooling process, the Company identified two distinct customer types: commercial and self-storage. As these customer types have different risk characteristics, the Company ~~concluded to pool~~pools 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.


~~Janus International Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

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.


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The ~~summary of~~ activity infor the allowance for credit losses ~~for~~during the ~~nine months~~periods ended ~~October~~April 1, 2023 and fiscal year ended December 31, 2022, ~~and the allowance for doubtful accounts for the nine months ended September 25, 2021 are~~is as follows:

Beginning Balance
CECL Adoption1
Write-offs Provision (Reversal), net Ending Balance
2022 $ 5,449 $ 366 $ (2,468) $ 1,206 $ 4,553
2021 4,485 — (59) (59) 4,367


	April 1, 2023		December 31, 2022
Balance at beginning of period	$	4,549	$	5,449
CECL Adoption	—		366
Write-offs	—		(2,949)
Provision (reversal). net	103		1,683
Balance at end of period	$	4,652	$	4,549

(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.

Product Warranties

2. 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. Generally, the Company offers warranties ranging between 1-3 years for our products with the exception of roofing at one of our business units which is up to 10 years.

The activity related to product warranty liabilities recorded in Accrued expenses and other current liabilities, during the periods ended April 1, 2023 and fiscal year ended December 31, 2022, is as follows:


	April 1, 2023		December 31, 2022
Balance at beginning of period	$	876	$	736
Aggregate changes in the product warranty liability	325		140
Balance at end of period	$	1,201	$	876

Concentrations of Risk

Financial instruments that are potentially subject to concentration of credit risk consist primarily of cash 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 April 1, 2023 and December 31, 2022, no customer accounted for more than 10% of the accounts receivable balance.

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 14, Segments, for further detail.

Recently Adopted Accounting Pronouncements

On January 1, 2023, the Company adopted 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


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

accordance with ASC 606, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). Janus will be applying the pronouncement prospectively to business combinations occurring on or after the adoption date.

Recently Issued Accounting ~~Standards~~Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is effective and may be applied beginning March 12, 2020 and will apply through December 31, 2022. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). The amendments in ASU 2021-01 provide optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The provisions must be applied at a Topic, Subtopic, or Industry Subtopic level for all transactions other than derivatives, which may be applied at a hedging relationship level. In April 2022, the FASB, proposed the deferral of the sunset date of this guidance to December 31, 2024. The Company ~~is currently evaluating~~does not expect that adopting the ~~impact this adoption~~Reference Rate Reform accounting pronouncement will have a significant impact on the ~~Company’s~~ consolidated results of operations, financial ~~statements.~~position, or cash flows of the Company.

Although there are several other new accounting pronouncements issued or proposed by the FASB, which have been adopted or will be adopted as applicable, management does not believe any of these accounting pronouncements has had or will have a material impact on the ~~Group’s~~Company’s consolidated financial position or results of operations.

~~Recently Adopted Accounting Pronouncements~~

In June 2020, the FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) which deferred the effective date for ASC 842, Leases, for one year. The leasing standard will be effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted the leasing standard effective January 2, 2022 and has elected to adopt the new standard at the adoption date using the modified retrospective method and recognized a cumulative effect adjustment to accumulated deficit in the amount of $558. Under this approach, we will continue to report comparative period financial information under ASC 840. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical lease classification. We also made an accounting policy election to exclude leases with an initial term of 12 months or less from the consolidated balance sheet. We will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. As part of this adoption, we have implemented internal controls and key system functionality to enable the preparation of financial information.

The adoption of the standard resulted in recording right-of-use assets of $42,835 and lease liabilities of $44,776 as of January 2, 2022. The right-of-use assets are lower than the lease liabilities as existing deferred rent and lease incentive liabilities were recorded against the right-of-use assets at adoption in accordance with the standard. The standard had no impact on our debt-covenant compliance under our current agreements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years beginning after December 15, 2022 and for interim periods within those fiscal years. The Company adopted this standard effective January 2, 2022 using the modified retrospective method and recognized a cumulative-effect adjustment increasing accumulated deficit and increasing the allowance for credit losses by $366.


~~Janus International Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

January 2, 2022
Pre-ASC 326
Adoption Impact of ASC
326 Adoption As Reported
Under ASC 326
Accounts Receivable, net $ 107,372 $ (366) $ 107,006
Cost in Excess of Billings 23,121 — 23,121
Accumulated Deficit (8,578) (366) (8,944)

3. Inventories

Inventories are stated at the lower of cost or net realizable value utilizing the first-in, first-out (FIFO) method. The major components of inventories as of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022 are as follows:


		October 1,		January 1,			April 1,		December 31,
		2022		2022			2023		2022
Raw materials	Raw materials	$	48,043	$	41,834	Raw materials	$	48,772	$	49,788
Work-in-process	Work-in-process	650		671		Work-in-process	534		1,566
Finished goods	Finished goods	20,357		14,091		Finished goods	15,463		16,323
		$	69,050	$	56,596
Inventory, net						Inventory, net	$	64,769	$	67,677

The Company has recorded a reserve for inventory obsolescence as of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, of approximately ~~$1,996~~$2,342 and ~~$1,295,~~$2,034, respectively.

4. Property and Equipment

Property, equipment, and other fixed assets as of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022 are as follows:


		October 1,		January 1,				April 1,		December 31,
		2022		2022			Useful Life	2023		2022
Land	Land	$	4,501	$	4,501	Land	Indefinite	$	4,501	$	4,501
Building						Building	39 years	2,459		2,459
Manufacturing machinery and equipment	Manufacturing machinery and equipment	37,286		35,688		Manufacturing machinery and equipment	3-7 years	40,498		38,814
Leasehold improvements	Leasehold improvements	5,615		4,599		Leasehold improvements	Over the shorter of the lease term or respective useful life	8,446		8,327
Computer and software						Computer and software	3 years	9,762		9,580
Furniture and fixtures, and vehicles						Furniture and fixtures, and vehicles	3-7 years	3,800		3,623
Construction in progress	Construction in progress	6,063		3,571		Construction in progress	—	5,727		1,852
Other		14,274		13,287
		$	67,739	$	61,646			$	75,193	$	69,156
Less accumulated depreciation		(24,884)		(20,039)
Less: accumulated depreciation						Less: accumulated depreciation		(29,188)		(27,073)
		$	42,855	$	41,607			$	46,005	$	42,083


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

5. Acquired Intangible Assets and Goodwill

Intangible assets acquired in a business combination are recognized at fair value and amortized over their estimated useful lives. The carrying basis and accumulated amortization of recognized intangible assets at ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, are as follows:

October 1, January 1,
2022 2022
Gross Carrying Amount Accumulated Amortization Average Remaining Life in Years Gross Carrying Amount Accumulated Amortization
Intangible Assets
Customer relationships $ 406,970 $ (118,200) 10 $ 410,094 $ (97,895)
Noncompete agreements 380 (233) 5 412 (231)
Tradenames and trademarks 106,971 — Indefinite 107,980 —
Other intangibles 61,626 (47,030) 10 61,836 (46,156)
$ 575,947 $ (165,463) $ 580,322 $ (144,282)


		April 1,						December 31,
		2023						2022
		Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
Intangible Assets	Useful Life
Customer relationships	10-15 years	$	408,536	$	132,753	$	275,783	$	408,246	$	125,613	$	282,633
Tradenames and trademarks	Indefinite	107,491		—		107,491		107,378		—		107,378
Software development	10-15 years	20,320		6,447		13,873		20,320		6,085		14,235
Noncompete agreements	3-8 years	395		266		129		394		255		139
Backlog	< 1 year	—		—		—		41,390		41,390		—
		$	536,742	$	139,466	$	397,276	$	577,728	$	173,343	$	404,385

Changes to gross carrying amount of recognized intangible assets due to translation adjustments include an approximate ~~$3,278 and $270 loss~~$307 for the period ended ~~October~~April 1, ~~2022 and January 1, 2022, respectively.~~2023. Amortization expense was approximately ~~$7,408~~$7,416 and ~~$8,229~~$7,225 for the three month periods ended April 1, 2023 and April 2, 2022, respectively.

The changes in the carrying amounts of goodwill for the period ended April 1, 2023 were as follows:


Balance as of December 31, 2022	$	368,204
Foreign Currency Translation Adjustment	159
Balance as of April 1, 2023	$	368,363

6. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are summarized as follows:


	April 1,		December 31,
	2023		2022
Customer deposits	$	28,505	$	29,581
Employee compensation	9,709		16,520
Current operating lease liabilities	5,375		5,310
Sales tax payable	5,298		5,144
Income taxes	1,313		773
Accrued professional fees	1,935		3,594
Product warranties	1,201		876
Accrued freight	1,139		1,177
Interest payable	374		235
Indemnity holdback liability	—		1,002
Other liabilities	6,517		6,339
Total	$	61,366	$	70,551

Other liabilities as of April 1, 2023 and December 31, 2022 consists of property tax, credit card and various other accruals.


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

~~three month periods ended October 1, 2022 and September 25, 2021, and $22,278 and $21,852 for the nine months periods ended October 1, 2022 and September 25, 2021, respectively.~~

~~The changes in the carrying amounts of goodwill for the period ended October 1, 2022 were as follows:~~


~~Balance as of January 1, 2022~~	$	~~369,286~~
~~Changes due to foreign currency fluctuations~~	~~(2,076)~~
~~Goodwill adjusted during the period~~	52
~~Balance as of October 1, 2022~~	$	~~367,262~~

~~6. Accrued Expenses~~

~~Accrued expenses are summarized as follows:~~

October 1, January 1,
2022 2022
Sales tax payable $ 5,236 $ 3,606
Interest payable 254 2,741
Indemnity Holdback Liability 1,002 —
Other accrued liabilities 6,222 1,766
Employee compensation 14,016 13,857
Customer deposits and allowances 36,297 24,555
Income taxes 2,121 810
Current operating lease liabilities 5,293 —
Other 5,478 6,776
Total $ 75,919 $ 54,111

~~Other as of October 1, 2022 and January 1, 2022 consists of property tax, freight accrual, legal, accounting and other professional fee accruals.~~

7. 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 pursuant to ABL Credit And Guarantee Agreement (the “LOC Agreement”). 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 (as defined in the LOC Agreement) option is chosen by the Company. If the LIBOR Rate is elected, the interest computation is equal to the LIBOR Rate plus the LIBOR Rate Margin of 1.25%, as of ~~October~~April 1, ~~2022.~~2023. If the Base Rate (as defined in the LOC Agreement) is elected, the interest computation is equal to the Base Rate of the greatest of (a) the federal funds rate plus .5%, (b) the LIBOR rate plus 1%, or (c) the financial institution’s Prime Rate (as defined in the LOC Agreement), plus the Base Rate Margin (as defined in the LOC Agreement) of .25% as of ~~October~~April 1, ~~2022.~~2023. 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 ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, the interest rate in effect for the facility was ~~6.5%~~8.3% and ~~3.5%~~7.8%, respectively. The line of credit is collateralized by accounts receivable and inventories. The Company has incurred deferred loan costs in the amount of $1,483 which are being amortized over the term of the facility that expires on August 12, 2024, using the effective interest method, and are presented as part of other assets within our Unaudited Condensed Consolidated Balance Sheet. The amortization of the deferred loan costs is included in interest expense on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. Amortization of approximately $62 and $62 was recognized for the three months ended April 1, 2023 and April 2, 2022, respectively. The unamortized portion of the fees as of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022 was approximately ~~$463~~$340 and ~~$648,~~$402, respectively. There was $— ~~and $6,369~~ outstanding on the line of credit as of ~~October~~April 1, ~~2022~~2023 and ~~January 1, 2022, respectively.~~December 31, 2022.


~~Janus International Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

8. Long-Term Debt

Long-term debt consists of the following:


		October 1,		January 1,			April 1,		December 31,
		2022		2022			2023		2022
Note payable - Amendment No. 4 First Lien	Note payable - Amendment No. 4 First Lien	$	716,329	$	722,379	Note payable - Amendment No. 4 First Lien	$	662,295	$	714,312
Financing leases	Financing leases	1,260		—		Financing leases	2,044		1,043
		$	717,589	$	722,379		$	664,339	$	715,355
Less unamortized deferred finance fees		8,021		10,594
Less current maturities		8,379		8,067
Less: unamortized deferred finance fees						Less: unamortized deferred finance fees	5,872		7,158
Less: current maturities						Less: current maturities	8,649		8,347
Total long-term debt	Total long-term debt	$	701,189	$	703,718	Total long-term debt	$	649,818	$	699,850

Notes Payable - Amendment No.4 First Lien - On August 18, 2021, the Company completed a refinancing in the form of that certain ~~First Lien~~Incremental Amendment No. 4 to that certain First Lien Credit and Guarantee Agreement, dated as of February 12, 2018 (as restated,

amended and restated, supplemented or otherwise modified from time to time) (the “Amendment No. 4 First Lien”), in which the principal terms of the amendment were new borrowings of $155,000 which was used to fund the DBCI ~~(hereinafter defined)~~ acquisition. The Amendment No. 4 First Lien is comprised of a syndicate of lenders originating on August 18, 2021 in the amount of $726,413 with interest payable in arrears. The outstanding loan balance is to be repaid on a quarterly basis of 0.25% of the original balance beginning the last day of September 2021 with the remaining principal due on the maturity date of February 12, 2025. As chosen by the Company, the amended loan bears interest at a floating rate per annum consisting of LIBOR, plus an applicable margin percent (effective rate of ~~6.4%~~8.1% as of ~~October~~April 1, ~~2022)~~2023). 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 bank fees, original issue discount and charges capitalized are being amortized as a component of interest expense over the remaining loan term. Third party fees paid in connection with this amendment were expensed. During the three months ended April 1, 2023, we made a voluntary prepayment of $50,000 on the Amendment No.4 First Lien.

As of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, the Company maintained one letter of credit totaling approximately $400 on which there were no balances due.

In connection with the Company entering into the First Lien debt agreement discussed above, deferred finance fees were capitalized. Amortization of approximately ~~$865~~$1,284 and ~~$800 and $2,573 and $2,286~~$851 was recognized for the three ~~and nine~~ months ended ~~October~~April 1, ~~2022~~2023 and ~~September 25, 2021,~~April 2, 2022, 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. The increase during the period ended April 1, 2023, was primarily a result of the voluntary prepayment as noted above.

9. ~~Business Combinations~~Leases

~~Access Control Technologies, LLC Acquisition~~

~~On August 31, 2021, Janus Core acquired 100%~~At lease commencement, a right-of-use (“ROU”) asset and lease liability is recorded based on the present value of the ~~equity interests~~future lease payments over the lease term. The Company has elected not to recognize a ROU asset and lease liability for leases with terms of ~~ACT~~12 months or less. The Company leases facilities, vehicles, and other equipment under long-term operating and financing leases with varying terms.


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar service, which are considered non-lease components for accounting purposes. For our real estate leases, we apply a practical expedient to include these non-lease components in calculating the ROU asset and lease liability. Furthermore, for all other types of leases, the practical expedient was also elected whereby lease and non-lease components have been combined. The Company uses the non-cancellable lease term unless it is reasonably certain that a renewal or termination option will be exercised. When available, the Company will use the rate implicit in the lease to discount lease payments to present value, however as most leases do not provide an implicit rate, the Company will estimate the incremental borrowing rate to discount the lease payments. 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. The ROU asset also includes any lease prepayments and initial direct costs, offset by lease incentives. 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.

The components of ROU assets and ~~certain~~lease liabilities ~~of Phoenix Iron Worx, LLC for total consideration of approximately $10,385 which was comprised of approximately $9,383 of cash plus $1,002 of hold back~~were as follows:

~~liability.~~


(in thousands)	Balance Sheet Classification	April 1, 2023		December 31, 2022
Assets:
Operating lease assets	Right-of-use assets, net	$	41,949	$	43,282
Finance lease assets	Right-of-use assets, net	2,012		1,023
Total leased assets		$	43,961	$	44,305
Liabilities:
Current:
Operating	Other accrued expenses	$	5,375	$	5,310
Financing	Current maturities of long-term debt	581		280
Noncurrent:
Operating	Other long-term liabilities	$	39,668	$	40,907
Financing	Long-term debt	1,463		763
Total lease liabilities		$	47,087	$	47,260

The ~~assets and liabilities~~components of ~~the acquisitions have been recorded based upon management's estimates of their fair market values~~lease expense were as ~~of each~~follows:

~~respective date of acquisition. The following tables summarize the fair values of consideration transferred and the fair values of identified~~


	Three Months Ended		Three Months Ended
(in thousands)	April 1, 2023		April 2, 2022
Operating lease cost	$	2,146	$	1,986
Short-term lease cost	—		60
Finance lease cost:
Amortization of right-of-use assets	$	124	$	17
Interest on lease liabilities	30		3
Total lease cost	$	2,300	$	2,066

~~assets acquired, and liabilities assumed at the date of acquisition:~~Other information related to leases was as follows:


	April 1, 2023	December 31, 2022
Weighted Average Remaining Lease Term (in years)
Operating Leases	9.55	9.66
Finance Leases	3.26	3.37
Weighted Average Discount Rate
Operating Leases	7.1%	7.1%
Finance Leases	8.0%	6.6%


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements


~~Fair Value of Consideration Transferred~~
~~Cash~~	$	~~9,383~~
~~Hold Back Liability~~	~~1,002~~
~~Total Fair Value of Consideration Transferred~~	$	~~10,385~~
~~Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed~~
~~Cash~~	~~169~~
~~Accounts receivable~~	~~1,101~~

~~Other current assets~~	~~103~~
~~Property and equipment~~	~~197~~
~~Identifiable intangible assets~~
~~Customer relationships~~	~~2,470~~
~~Backlog~~	~~280~~
~~Trademark~~	~~1,450~~

~~Recognized amounts of identifiable liabilities assumed~~
~~Accounts payable~~	~~(473)~~
~~Accrued expenses~~	~~(152)~~
~~Other liabilities~~	~~(1,398)~~
~~Total identifiable net assets~~	$	~~3,747~~

~~Goodwill~~	$	~~6,638~~

As of April 1, 2023, 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	$	6,254
2024	7,513
2025	6,649
2026	6,074
2027	5,304
Thereafter	31,866
Total future lease payments	$	63,660
Less: imputed interest	$	(18,617)
Present value of future lease payments	$	45,043

As of April 1, 2023, future minimum repayments of finance leases were as follows:


(in thousands)
2023	$	539
2024	718
2025	718
2026	246
2027	92
Thereafter	13
Total future lease payments	$	2,326
Less: imputed interest	$	(282)
Present value of future lease payments	$	2,044

10. Income Taxes

The ~~goodwill balance~~Company is taxed as a Corporation for U.S. income tax purposes and similar sections of ~~$6,638~~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. Deferred tax liabilities and assets 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 deductibledifferent tax jurisdictions are not offset.

The provision for income ~~tax purposes.~~

~~The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:~~


	~~Fair Value~~		~~Useful Lives~~
~~Customer Relationships~~	$	~~2,470~~	~~15 Years~~
~~Backlog~~	~~280~~		~~3 Months~~
~~Trade Name~~	~~1,450~~		~~Indefinite~~
~~Identifiable Intangible Assets~~	$	~~4,200~~

Customer relationships represent the fair values of the underlying relationships with ACT’s customers. Backlog represents the fair value of ACT’s contracts that have yet to be billed. Trade names represent ACT’s trademarks, which consumers associate with the source and quality of the products and services they provide. The weighted-average amortization of acquired intangibles is 8.8 years.

During 2021, the Company incurred approximately $284 of third-party acquisition costs. These expenses are included in general and administrative expense in the Company’s Unaudited Condensed Consolidated Statement of Operations and Comprehensive Incometaxes for the three ~~and nine~~ months ended ~~September 25, 2021.~~

~~DBCI, LLC (“DBCI”) Acquisition~~

~~On August 17, 2021, Janus Core acquired 100% of~~April 1, 2023 and April 2, 2022 includes amounts related to entities within the ~~equity interests of DBCI from Cornerstone Building Brands, Inc. (“Cornerstone”) for total cash consideration of approximately $169,173.~~

Company taxed as corporations in the United States, United Kingdom, France, Australia, and Singapore. The ~~assets and liabilities of the acquisitions have been recorded based upon management's estimates of their fair market values as of each respective date of acquisition.The following tables summarize the fair value of consideration transferred and the fair value of identified assets acquired, and liabilities assumed at the date of acquisition:~~


~~Janus International Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~


~~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~~	~~(888)~~
~~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 the Janus North America segment and is deductibleCompany determines its provision for income taxes for interim periods using an estimate of its annual effective tax ~~purposes.~~

~~The following table sets forth~~rate on year to date ordinary income and records any changes affecting the ~~components~~estimated annual effective tax rate in the interim period in which the change occurs. Additionally, the income tax effects of ~~identifiable intangible assets acquired and their estimated useful lives as of~~significant unusual or infrequently occurring items are recognized entirely within the ~~date of acquisition:~~


	~~Fair Value~~		~~Useful Lives~~
~~Customer Relationships~~	$	~~26,320~~	~~15 Years~~
~~Backlog~~	~~3,130~~		~~4 Months~~
~~Trade Name~~	~~20,850~~		~~Indefinite~~
~~Identifiable Intangible Assets~~	$	~~50,300~~

~~Customer relationships represent~~interim period in which the fair values of the underlying relationships with DBCI’s customers. Unbilled contracts (“Backlog”) represent the fair value of DBCI’s contracts that have yet to be billed. Trade names represent DBCI’s trademarks, which consumers associate with the source and quality of the products and services they provide. The weighted-average amortization of acquired intangibles is 7.9 years.event occurs.

During 2021, the Company incurred approximately $2,685 of third-party acquisition costs. These expenses are included in general and administrative expense in the Company’s Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income for the three ~~and nine~~ months ended ~~September 25, 2021.~~

~~On January 21, 2022, in response to the Company’s submission of its proposed purchase price calculations~~April 1, 2023 and ~~preliminary supporting documentation (the “Closing Statement”), Cornerstone delivered a Purchase Price Dispute Notice (“Dispute Notice”) to the Company. On February 26,~~April 2, 2022, the Company ~~delivered its response to the Dispute Notice,~~recorded a total income tax provision of approximately $9,017 and ~~subsequent extensions were permitted between the parties to analyze the Closing Statement~~$6,607 on pre-tax income of $34,999 and $26,311 resulting in an ~~effort to mutually resolve~~effective tax rate of 25.8% and 25.1%, respectively. For the ~~matter. The Closing Statement analysis is unresolved~~three months ended April 1, 2023, effective tax rates were primarily impacted by the change in statutory rate differentials, changes in estimated state income tax and ~~pending as of~~apportionment rates, and permanent differences. For, the ~~Form 10-Q filing date. Given the number of Closing Statement items currently~~three months ended April 2, 2022, effective rates were primarily impacted by statutory rate differentials, changes in ~~dispute, which result in a material difference between Janus’~~estimated tax rates, and Cornerstone’s position of the purchase price, 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.

~~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, 2020permanent differences.


~~Janus International Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

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 27, 2020. The Company prepared the table based on certain estimates and assumptions. These estimates and assumptions were made solely for the purposes of developing such unaudited pro forma information and have not been adjusted to provided period over period comparability.

Three Months Period Ended Nine Months Period Ended
September 25, 2021 September 25, 2021
Revenue $ 199,314 $ 574,135
Net Income $ 17,097 $ 35,273

~~The Business Combination~~

On June 7, 2021, Juniper consummated a business combination with Midco pursuant to the Business Combination Agreement (the “Business Combination”). Pursuant to ASC 805, for financial accounting and reporting purposes, Midco was deemed the accounting acquirer and Juniper was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of Midco issuing equity for the net assets of Juniper, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of Midco are the historical financial statements of Janus International Group, Inc. The net assets of Juniper were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and are consolidated with Midco’s financial statements on the closing date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination Agreement.

As a result of the Business Combination, Midco’s unitholders received aggregate consideration of approximately $1,200,000, which consisted of (i) $541,700 in cash at the closing of the Business Combination and (ii) 70,270,400 shares of common stock valued at $10.00 per share, totaling $702,700.

In connection with the closing of the Business Combination, Juniper Industrial Sponsor, LLC (the “Sponsor”) received 2,000,000 shares of Janus’ common stock (pro rata among the Sponsor shares and shares held by certain affiliates) (the “Earnout Shares”) contingent upon achieving certain market share price milestone as outlined in the Business Combination Agreement. The vesting of the Earnout Shares occurred automatically as of the close of the trading on June 21, 2021 in accordance with the terms of the Earnout Agreement, entered into by and between the Company and the Sponsor at the closing of the transaction.

Concurrently with the execution and delivery of the Business Combination Agreement, certain institutional accredited investors (the “PIPE Investors”), entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors purchased an aggregate of 25,000,000 shares of Janus’ common stock (the “PIPE Shares”) at a purchase price per share of $10.00 (the “PIPE Investment”). One of the Company’s directors also purchased an aggregate of 1,000,000 of the PIPE Shares as part of the PIPE Investment. The PIPE Investment was closed on June 7, 2021 and the issuance of an aggregate of 25,000,000 shares of common stock occurred concurrently with the consummation of the Business Combination.

In connection with the Business Combination, the Group incurred direct and incremental costs of approximately $44,500 related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees. In addition, the Company incurred $4,468 in transaction bonuses paid to key employees and $5,210 in non-cash share-based compensation expense due to the accelerated vesting of Midco’s legacy share-based compensation plan. See Note 10 - “Equity Compensation” for additional information.

~~G&M Stor-More Pty Ltd Acquisition~~

On January 19, 2021, the Company, through its wholly owned subsidiary Steel Storage Australia Pty Ltd. (“Steel Storage”) acquired 100% of the net assets of G&M Stor-More Pty Ltd. for total cash consideration of approximately $1,739. In aggregate, approximately $814 was attributed to intangible assets, approximately $929 was attributable to goodwill, and approximately $(4) was attributable to net liabilities assumed. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Steel Storage. All of the goodwill was assigned to the Janus International segment of the business and is not deductible for income tax purposes.

~~The weighted-average amortization of acquired intangibles is 11.6 years.~~

During 2021, 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 nine months ended September 25, 2021.

Pro forma results of operations for this acquisition have not been presented because the historic results of operations for G&M Stor-More Pty Ltd. are not material to the consolidated results of operations in the prior year.

1715


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

~~10.~~11. Equity Compensation

2021 Omnibus Incentive Plan

The Company maintains its 2021 Omnibus Incentive Plan (the “Plan”) under which it grants stock-based awards to eligible directors, officers and employees in order to attract, retain and reward such individuals and strengthen the mutuality of interest between such individuals and the ~~Group’s~~Company’s stockholders. The Plan allows the Company 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 ~~nine~~three months ended ~~October~~April 1, ~~2022,~~2023, 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 fair value of RSUs 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 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. ~~As of September 25, 2021, no awards were granted to any individuals under the Plan.~~

Restricted Stock Unit Grants

RSUs are subject to a vesting period between one orand four ~~years’ service vesting period. RSUs~~years. RSU activity for the ~~nine~~three months ended ~~October~~April 1, ~~2022~~2023 is as follows:

(dollar amounts in thousands, except share and per share data)


		Nine Months Ended October 1, 2022				Three Months Ended April 1, 2023
		RSUs	Weighted-Average Grant Date Fair Value			RSUs	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2022		275,370	$	11.9
Unvested, outstanding at December 31, 2022					Unvested, outstanding at December 31, 2022	465,064	$	10.5
Granted	Granted	375,255	9.9		Granted	495,631	10.6
Vested	Vested	(85,543)	11.5		Vested	(58,790)	9.5
Forfeited	Forfeited	(25,711)	10.5		Forfeited	(9,288)	10.0
Outstanding at October 1, 2022		539,371	$	10.6
Unvested at October 1, 2022		539,371	$	10.6
Unvested, outstanding at April 1, 2023					Unvested, outstanding at April 1, 2023	892,617	$	10.6

Stock-based compensation expense for RSUs is recognized straight line over the respective ~~vesting~~service period, reduced for actual forfeitures, and included in general and administrative expense in the accompanying Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income. Total compensation expense related to the above awards was approximately ~~$581~~$637 and ~~$1,860~~$600 for the three ~~and nine~~ months ended ~~October~~April 1, 2023 and April 2, 2022, respectively. As of ~~October~~April 1, ~~2022,~~2023, there was an aggregate of ~~$4,791~~$8,538 of unrecognized expense related to the ~~restricted stock units~~RSUs granted, which the Company expects to amortize over a weighted-average period of ~~3.2~~3.01 years.

Performance-based Restricted Stock Unit Grants

PSU awards are based on the satisfaction 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. PSUs are subject to a three-year performance cliff-vesting period.

As of April 1, 2023, PSUs activity for the three months ended April 1, 2023 is as follows:

(dollar amounts in thousands, except share and per share data)


	Three Months Ended April 1, 2023
	PSUs	Weighted-Average Grant Date Fair Value
Unvested, outstanding at December 31, 2022	252,923	$	9.5
Granted	229,091	10.6
Vested	—	—
Forfeited	—	—
Unvested, outstanding at April 1, 2023 (1)	482,014	10.0

1) This number excludes 252,923 performance stock units, which represents the incremental number of units that would be issued based on performance results from previously-granted PSU awards. The PSUs granted in 2022 are currently estimated at 200% of target.

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 $994 for the three months ended April 1, 2023. As of April 1, 2023, there


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

was an aggregate of $4,802 of unrecognized expense related to the PSUs granted, which the Company expects to amortize over a weighted-average period of 2.21 years.

The above table represents PSUs assuming 100% of target payout at the time of the grant. Actual payouts can range between 0% and 200%, depending on performance results for the three-year performance period. As of April 1, 2023, the Company deemed the estimate of the PSUs granted in fiscal year ended December 31, 2022 to be issued at 200% of target, and have reflected such estimates within the share-based compensation expense. The Company estimates the PSU’s granted during the period ending April 1, 2023 to be issued at 100% of target.

The Actual payout of the 2022 grants 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 28, 2024. The Actual payout of the 2023 grants will be in a range of 0% to 200%, depending on performance results for the three-year performance period from January 1, 2023, through December 27, 2025.

Stock Options

Stock options are granted by applying a valuation method to determine the grant date fair value for each stock option award. Stock options are subject to a vesting period of either three or four years. Stock option awards typically vest in 33% or 25% annual installments on each ~~of the first~~ ~~four~~ ~~anniversaries~~annual anniversary of the vesting commencement date for the duration of the vesting period, and expire ten years from the grant date. The fair value of each option is estimated using a Black-Scholes option valuation model using the independent valuations of the Company’s stock.

The principal assumptions utilized in valuing stock options include, the expected option life, the risk-free interest rate (an estimate based on the yield of United States Treasury zero coupon with a maturity equal to the expected life of the option), the expected stock price volatility using the historical and implied price volatility, and the expected dividend yield.

A summary of the assumptions used in determining the fair value of stock options is as follows:

(dollar amounts in thousands, except share and per share data)


~~Janus International Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

Stock option activity for the ~~nine~~three months ended ~~October~~April 1, ~~2022~~2023 is as follows:


		Nine Months Ended October 1, 2022							Three Months Ended April 1, 2023
		Stock Options	Weighted-Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (in years)	Intrinsic value			Stock Options	Weighted-Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (in years)	Intrinsic value
Outstanding at January 1, 2022		—	$	—		$	—
Unvested, outstanding at December 31, 2022								Unvested, outstanding at December 31, 2022	700,729	$	4.5	9.8	$	0.2
Granted	Granted	736,106	4.5		9.8	—		Granted	18,796	5.3		10.0	—
Exercised								Exercised	—	—		—	—
Vested	Vested	—	—			—		Vested	(113,252)	4.5		9.0	—
Forfeited	Forfeited	(35,376)	4.5			—		Forfeited	—	—		—	—
Outstanding at October 1, 2022		700,730	$	4.5	9.8	$	—
Unvested at October 1, 2022		700,730	$	4.5	9.8	$	—
Unvested, outstanding at April 1, 2023								Unvested, outstanding at April 1, 2023	606,273	$	4.5	9.1	$	—
Vested not exercised at April 1, 2023								Vested not exercised at April 1, 2023	113,252	$	4.5	9.0	$	—

Stock-based compensation expense for stock options is recognized straight line over the respective vesting period, reduced for actual forfeitures, and included in general and administrative expense in the accompanying Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income. Total compensation expense related to stock options was approximately ~~$191~~$199 and ~~$286~~$— for the three ~~and nine~~ months ended ~~October~~April 1, ~~2022.~~2023 and April 2, 2022, respectively. Total unamortized stock-based compensation expense related to the unvested stock options was approximately ~~$2,842,~~$2,544, which the Company expects to amortize over a weighted-average period of ~~3.8~~3.09 years.

~~Midco - Class B Unit Incentive Plan~~

Prior to the Business Combination, commencing on March 15, 2018, the Board of Directors of Midco approved the Class B Unit Incentive Plan (the “Class B Plan”), which was a form of long-term compensation that provided for the issuance of ownership units to employees for purposes of retaining them and enabling such individuals to participate in the long-term growth and financial success of Midco.

As a result of the Business Combination, the Board of Directors approved an accelerated vesting for 16,079 units (equivalent to 4,012,873 shares of Group common stock) granted in connection with the Class B Plan, to allow accelerated vesting of the units upon consummation of the Business Combination. The accelerated vesting resulted in $5.2 million of non-cash share-based compensation expense recorded to general and administrative expense in the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income for the nine months ended September 25, 2021. Effective June 7, 2021, as a result of the Business Combination, the Class B Plan was terminated.

~~11. Stockholders’ Equity~~

On June 7, 2021, the Group’s common stock began trading on the NYSE under the symbol “JBI”. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available 825,000,000 shares of common stock with a par value of $0.0001 per share. Immediately following the Business Combination, there were 138,384,250 shares of common stock with a par value of $0.0001 outstanding. As discussed in Note 9 Business Combination, the Company has retroactively adjusted the shares issued and outstanding prior to June 7, 2021 to give effect to the exchange ratio established in the Business Combination Agreement to determine the number of shares of common stock into which they were converted.

~~Preferred Stock~~

Our certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of October 1, 2022, zero shares of preferred stock were issued and outstanding, and no designation of rights and preferences of preferred stock had been adopted. Our preferred stock is not quoted on any market or system, and there is not currently a market for our preferred stock.

~~Rollover Equity~~

At the closing date of the Business Combination, each outstanding unit of Midco’s Class A Preferred and Class B Common converted into our common stock at the then-effective conversion rate. Each unit of Midco Class A Preferred was converted into approximately 343.983 shares of our common stock, and each unit of Midco Class B Common was converted into approximately 249.585 shares of our common stock based on the determined exchange ratio.

~~PIPE Investment~~

Concurrently with the execution and delivery of the Business Combination Agreement, the PIPE Investors entered into the PIPE Subscription Agreements pursuant to which the PIPE Investors purchased an aggregate of 25,000,000 PIPE Shares at a purchase price per share of $10.00. One of the Company’s directors purchased an aggregate of 1,000,000 of the PIPE Shares as part of the PIPE Investment.

The PIPE Investment closed on June 7, 2021 and the issuance of an aggregate of 25,000,000 shares of common stock occurred concurrently with the consummation of the Business Combination. The sale and issuance was made to accredited investors in reliance on Rule 506 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).


~~Janus International Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~Founder Shares~~

In August 2019, the Sponsor purchased 8,625,000 shares of Class B common stock (the “founder shares”) of JIH for an aggregate purchase price of $25,000 in cash, or approximately $0.003 per founder share. By virtue of the consummation of the Business Combination, the Sponsor’s Class A common stock was converted into the right to receive an equivalent number of shares of common stock, 2,000,000 of which (pro rata among the Sponsor shares and shares held by certain affiliates) was subject to the terms of the Earnout Agreement. The vesting of the Earnout Shares occurred automatically as of the close of the trading on June 21, 2021 in accordance with the terms of the Earnout Agreement. The table below represents the approximate common stock holdings of the Group immediately following the Business Combination.

Shares %
Janus Midco, LLC unitholders 70,270,400 50.8 %
Public stockholders 43,113,850 31.2 %
PIPE Investors 25,000,000 18.0 %
Total 138,384,250 100.0 %

~~Warrants~~

The Sponsor purchased 10,150,000 warrants to purchase Class A common stock of JIH (the “private placement warrants”) for a purchase price of $1.00 per whole private placement warrant, or $10,150 in the aggregate, in private placement transactions that occurred simultaneously with the closing of the Juniper IPO and the closing of the over-allotment option for the Juniper IPO (the “private placement”). Each private placement warrant entitled the holder to purchase one share of Class A common stock of JIH at $11.50 per share. The private placement warrants were only exercisable for a whole number of shares of Class A common stock of JIH. The Sponsor transferred 5,075,000 of its private placement warrants to Midco’s equity holders as part of the consideration for the Business Combination. The private placement warrants are liability classified. Immediately after giving effect to the Business Combination, there were 17,249,995 issued and outstanding public warrants. The public warrants were equity classified. The private placement warrants and public warrants were all exercised or redeemed on November 18, 2021.

~~Dividend Policy~~

We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our common or preferred stock in the foreseeable future. It is presently intended that we will retain our earnings for use in business operations and, accordingly, it is not anticipated that the Board of Directors will declare dividends in the foreseeable future. In addition, the terms of our credit facilities include restrictions on our ability to issue and pay dividends.

~~12. Related Party Transactions~~

Prior to the Business Combination, Jupiter Intermediate Holdco, LLC, on behalf of the Janus Core, entered into a Management and Monitoring Services Agreement (“MMSA”) with the Class A Preferred Unit holders group. As a result of the Business Combination the MMSA was terminated effective June 7, 2021. Janus Core paid management fees of $— and $3,039 to the Class A Preferred Unit holders group for the three and nine months ended September 25, 2021, respectively. There were no Class A Preferred Unit holders group management fees accrued and unpaid as of October 1, 2022 and January 1, 2022.

Janus Core leases a manufacturing facility in Butler, Indiana, from Janus Butler, LLC, an entity wholly owned by a former member of the Board of Directors of the Company. Effective October 20, 2021, the member resigned from the Board of Directors of the Company. Rent payments paid to Janus Butler, LLC for the three months ended October 1, 2022 and September 25, 2021 were approximately $37 and $37, respectively. Rent payments paid to Janus Butler, LLC for the nine months ended October 1, 2022 and September 25, 2021 were approximately $112 and $123, respectively. The original lease extended through October 31, 2021 and on November 1, 2021 the lease was extended to October 31, 2026, with monthly payments of approximately $13 with an annual escalation of 1.5%.

Janus Core was previously a party to a lease agreement with 134 Janus International, LLC, which is an entity majority owned by a former member of the Board of Directors of the Company. In December 2021, the leased premises in Temple, Georgia were sold by the former director to a third party buyer, resulting in an assignment of the lease to said third-party buyer and an extension of the lease to November 30, 2031. Rent payments paid to 134 Janus International, LLC in the three months ended October 1, 2022 and September 25, 2021 were approximately $— and $114, respectively. Rent payments paid to 134 Janus International, LLC in the nine months ended October 1, 2022 and September 25, 2021 were approximately $— and $343, respectively.

The Group is a party to a lease agreement for a manufacturing facility in Cartersville, Georgia with ASTA Investment, an entity partially owned by a stockholder of the Company. The original lease term began on April 1, 2018 and extended through March 31, 2028 and was amended in March 2021 to extend the term until March 1, 2030, with monthly lease payments of $68 per month with an annual escalation of 2.0%. Rent payments to ASTA Investment, LLC for the three months ended October 1, 2022 and September 25, 2021 were approximately $205 and $201, respectively. Rent payments to ASTA Investment, LLC for the nine months ended October 1, 2022 and September 25, 2021 were approximately $544 and $599, respectively.

2017


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

12. Net Income Per Share

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 three months ended April 1, 2023 and April 2, 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 three months ended April 1, 2023 and April 2, 2022 (in thousands, except share and per share data):


	Three Months Ended
	April 1, 2023		April 2, 2022
Numerator:
Net income attributable to common stockholders	$	25,982	$	19,704
Denominator:
Weighted average number of shares:
Basic	146,703,894		146,561,717
Adjustment for dilutive securities	48,007		271,172
Diluted	146,751,901		146,832,889
Basic net income per share attributable to common stockholders	$	0.18	$	0.13
Diluted net income per share attributable to common stockholders	$	0.18	$	0.13

13. Revenue Recognition

The Company accounts for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights and payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration to which it is entitled. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised good or service to a customer.

Contract Balances

Contract assets are the rights to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract assets primarily result from contracts that include installation which are billed via payment requests that are submitted in the month following the period during which revenue was recognized. Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing. Contract assets are disclosed as costs and estimated earnings in excess of billings on uncompleted contracts, and contract liabilities are disclosed as billings in excess of costs and estimated earnings on uncompleted contracts in the Unaudited Condensed Consolidated Balance Sheet. Contract balances ~~for the nine months ended October~~as of April 1, ~~2022 and January 1, 2022~~2023 were as follows:

October 1, 2022 January 1, 2022
Contract assets, beginning of the period $ 23,121 $ 11,399
Contract assets, end of the period 30,831 23,121
Contract liabilities, beginning of the period 23,207 21,525
Contract liabilities, end of the period $ 27,235 $ 23,207



	April 1, 2023
Contract assets, beginning of the period	$	39,251
Contract assets, end of the period	40,992
Contract liabilities, beginning of the period	21,445
Contract liabilities, end of the period	$	18,311

During the three ~~and nine~~ months ended ~~October~~April 1, ~~2022,~~2023, the Company recognized revenue of approximately ~~$1,434 and $16,627, respectively,~~$11,948 related to contract liabilities at ~~January 1,~~December 31, 2022. This reduction was offset by new billings of approximately ~~$5,461 and $20,655~~$8,814 for product and services for which there were unsatisfied performance obligations to customers and revenue had not yet been recognized for the three month period ended April 1, 2023.

The Company derives subscription revenue from continued software support and ~~nine month periods~~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 three months ended ~~October~~April 1, 2023 and April 2, 2022 was $439 and $268 , respectively.


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Disaggregation of Revenue

The principal categories we use to disaggregate revenues are by timing and sales channel of revenue recognition. The following disaggregation of revenues depict the Company’s reportable segment revenues by timing and sales channel of revenue recognition for the three ~~and nine~~ months ended ~~October~~April 1, ~~2022~~2023 and ~~September 25, 2021:~~April 2, 2022:

Revenue by Timing of Revenue Recognition

Three Months Ended Nine Months Ended
Reportable Segments by Timing of Revenue Recognition October 1, 2022 September 25, 2021 October 1, 2022 September 25, 2021
Janus North America
Goods transferred at a point in time $ 232,207 $ 154,632 $ 648,229 $ 414,714
Services transferred over time 24,529 24,487 75,225 75,185

$ 256,736 $ 179,119 $ 723,454 $ 489,899
Janus International
Goods transferred at a point in time $ 9,789 $ 10,192 $ 32,763 $ 27,040
Services transferred over time 7,170 7,633 22,434 21,689
$ 16,959 $ 17,825 $ 55,197 $ 48,729
Eliminations $ (11,148) $ (9,154) $ (38,870) $ (23,832)
Total Revenue $ 262,547 $ 187,790 $ 739,781 $ 514,796


~~Janus International Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~


	Three Months Ended
Reportable Segments by Timing of Revenue Recognition	April 1, 2023		April 2, 2022
Janus North America
Goods transferred at a point in time	$	204,439	$	200,157
Services transferred over time	33,775		25,099
	$	238,214	$	225,256
Janus International
Goods transferred at a point in time	$	13,106	$	10,798
Services transferred over time	8,466		7,116
	$	21,572	$	17,914
Eliminations	$	(7,882)	$	(13,650)
Total Revenue	$	251,904	$	229,520

Revenue by Sales Channel

Three Months Ended Nine Months Ended
Reportable Segments by Sales Channel Revenue Recognition October 1, 2022 September 25, 2021 October 1, 2022 September 25, 2021
Janus North America
Self Storage-New Construction $ 65,880 $ 54,507 $ 212,240 $ 157,121
Self Storage-R3 84,893 57,141 215,896 151,563
Commercial and Others 105,963 67,471 295,318 181,215

$ 256,736 $ 179,119 $ 723,454 $ 489,899
Janus International
Self Storage-New Construction $ 13,187 $ 12,436 $ 39,969 $ 34,187
Self Storage-R3 3,772 5,389 15,228 14,542
$ 16,959 $ 17,825 $ 55,197 $ 48,729
Eliminations $ (11,148) $ (9,154) $ (38,870) $ (23,832)
Total Revenue $ 262,547 $ 187,790 $ 739,781 $ 514,796

~~14. Leases~~

On January 2, 2022, the Group adopted ASU 2016-02, Leases, using the optional transition method. Under this method, the Group has recognized the cumulative effect adjustment to the opening balance of retained earnings. The Group has elected to adopt the package of practical expedients which apply to leases that commenced before the adoption date. By electing the package of practical expedients, the Group did not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, and the initial direct costs for any existing leases. At lease commencement, a right-of-use (“ROU”) asset and lease liability is recorded based on the present value of the future lease payments over the lease term. The Group has elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less. The Group leases facilities, vehicles, and other equipment under long-term operating and financing leases with varying terms.

In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar service, which are considered non-lease components for accounting purposes. For our real estate leases, we apply a practical expedient to include these non-lease components in calculating the ROU asset and lease liability. Furthermore, for all other types of leases the practical expedient was also elected whereby lease and non-lease components have been combined. The Group uses the non-cancellable lease term unless it is reasonably certain that a renewal or termination option will be exercised. When available, the Group will use the rate implicit in the lease to discount lease payments to present value, however as most leases do not provide an implicit rate, the Group will estimate the incremental borrowing rate to discount the lease payments. The Group estimates the incremental borrowing rate based on the rates of interest that the Group would have to pay to borrow an amount equal to the lease payments on a collateralized basis, over a similar term, and in a similar economic environment. The ROU asset also includes any lease prepayments and initial direct costs, offset by lease incentives. The Group does not consider renewal periods or early terminations to be reasonably certain and are thus not included in the lease term for real estate or equipment assets.

~~The components of ROU assets and lease liabilities were as follows:~~


~~(in thousands)~~	~~Balance Sheet Classification~~	~~October 1, 2022~~
~~Assets:~~
~~Operating lease assets~~	~~Right-of-use assets, net~~	$	~~44,283~~
~~Finance lease assets~~	~~Right-of-use assets, net~~	~~1,246~~
~~Total leased assets~~		$	~~45,529~~
~~Liabilities:~~
~~Current:~~
~~Operating~~	~~Other accrued expenses~~	$	~~5,293~~
~~Financing~~	~~Current maturities of long-term debt~~	~~312~~
~~Noncurrent:~~
~~Operating~~	~~Other long-term liabilities~~	$	~~41,688~~
~~Financing~~	~~Long-term debt~~	~~948~~
~~Total lease liabilities~~		$	~~48,241~~

~~The components of lease expense were as follows:~~


	Three Months Ended
Reportable Segments by Sales Channel Revenue Recognition	April 1, 2023		April 2, 2022
Janus North America
Self Storage-New Construction	$	68,243	$	75,709
Self Storage-R3	82,253		61,572
Commercial and Others	87,718		87,975
	$	238,214	$	225,256
Janus International
Self Storage-New Construction	$	18,538	$	11,897
Self Storage-R3	3,034		6,017
	$	21,572	$	17,914
Eliminations	$	(7,882)	$	(13,650)
Total Revenue	$	251,904	$	229,520


~~Janus International Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

Three Months Ended Nine Months Ended
(in thousands) October 1, 2022 October 1, 2022
Operating lease cost $ 2,078 $ 6,083
Short-term lease cost — 60
Finance lease cost:
Amortization of right-of-use assets $ 62 $ 128
Interest on lease liabilities 7 27
Total lease cost $ 2,147 $ 6,298

~~Other information related to leases was as follows:~~


			~~October 1, 2022~~

~~Weighted Average Remaining Lease Term~~

~~Operating Leases~~			~~9.79~~
~~Finance Leases~~			~~3.61~~

~~Weighted Average Discount Rate~~

~~Operating Leases~~			~~7.0%~~
~~Finance Leases~~			~~6.8%~~

~~As of October 1, 2022, future minimum lease payments under noncancellable operating leases with initial or remaining lease terms in excess of one year were as follows:~~

(in thousands)
2022 $ 1,915
2023 8,278
2024 7,481
2025 6,470
2026 5,938
Thereafter 36,944
Total future lease payments $ 67,026
Less imputed interest $ (20,045)
Present value of future lease payments $ 46,981

~~As of October 1, 2022, future minimum repayments of finance leases were as follows:~~

(in thousands)
2022 $ 96
2023 385
2024 385
2025 385
2026 161
Thereafter 10
Total future lease payments $ 1,422
Less imputed interest $ (162)
Present value of future lease payments $ 1,260

2319


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

~~15. Income Taxes~~

Prior to June 7, 2021, the Company was a limited liability company taxed as a partnership for U.S. federal income tax purposes. The Company was generally not directly subject to income taxes under the provisions of the Internal Revenue Code and most applicable state laws. Therefore, taxable income or loss was reported to the members for inclusion in their respective tax returns.

After June 7, 2021, the Group is taxed as a Corporation for U.S. income tax purposes and similar sections of the state income tax laws. The Group’s effective tax rate is based on pre-tax earnings, enacted U.S. statutory tax rates, non-deductible expenses, and certain tax rate differences between U.S. and foreign jurisdictions. The foreign subsidiaries file income tax returns in the United Kingdom, France, Australia, and Singapore as necessary. For tax reporting purposes, the taxable income or loss with respect to the 45% ownership in the joint venture operating in Mexico will be reflected in the income tax returns filed under that country’s jurisdiction. The Group’s provision for income taxes consists of provisions for federal, state, and foreign income taxes. Deferred tax liabilities and assets attributable to different tax jurisdictions are not offset.

The provision for income taxes for the three and nine months ended October 1, 2022 and September 25, 2021 includes amounts related to entities within the group taxed as corporations in the United States, United Kingdom, France, Australia, and Singapore. The Company determines its provision for income taxes for interim periods using an estimate of its annual effective tax rate on year to date ordinary income and records any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs. Additionally, the income tax effects of significant unusual or infrequently occurring items are recognized entirely within the interim period in which the event occurs.

During the three months ended October 1, 2022 and September 25, 2021, the Company recorded a total income tax provision of approximately $10,575 and $3,382 on pre-tax income of approximately $42,974 and $18,924 resulting in an effective tax rate of 24.6% and 17.9%, respectively. During the nine months ended October 1, 2022 and September 25, 2021, the Company recorded a total income tax provision of approximately $24,984 and $5,787 on pre-tax income of approximately $99,924 and $34,353 resulting in an effective tax rate of 25.0% and 16.8%, respectively. The three and nine months ended October 1, 2022 effective tax rates were primarily impacted by the change in statutory rate differentials, changes in estimated tax rates, and permanent differences. The three and nine months ended September 25, 2021 effective rates were primarily impacted by the change in tax status of the Group, statutory rate differentials, changes in estimated tax rates, and permanent differences.

~~16. 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.

The following table sets forth the computation of basic and diluted EPS attributable to common stockholders for the three and nine months ended October 1, 2022 and September 25, 2021 (in thousands, except share and per share data):


~~Janus International Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

Three Months Ended Nine Months Ended
October 1, 2022 September 25, 2021 October 1, 2022 September 25, 2021
Numerator:
Net income attributable to common stockholders $ 32,399 $ 15,542 $ 74,940 $ 28,566
Adjustment for (gain) loss on value of private warrants $ — $ (1,271) $ — $ 658
Net income as adjusted $ 32,399 $ 14,271 $ 74,940 $ 29,224
Denominator:
Weighted average number of shares:
Basic 146,639,452 138,384,284 146,592,296 95,179,726
Adjustment for dilutive securities 78,465 4,456,508 79,213 2,648,654
Diluted 146,717,917 142,840,792 146,671,509 97,828,380
Basic net income per share attributable to common stockholders $ 0.22 $ 0.11 $ 0.51 $ 0.30
Diluted net income per share attributable to common stockholders $ 0.22 $ 0.10 $ 0.51 $ 0.30

~~17.~~14. Segments Information

The Company operates its business and reports its results through two reportable segments: Janus North America and Janus International, in accordance with ASC Topic 280, Segment Reporting. The Janus International segment is comprised of JIE with its production and sales located largely in Europe. The Janus North America segment is comprised of all the other entities including Janus Core, BETCO, NOKE, ASTA, DBCI, ACT, Janus Door, U.S. Door, and Steel Door Depot.

Summarized financial information for the Company’s segments is shown in the following tables:


	Three Months Ended
	April 1,		April 2,
	2023		2022
Revenue
Janus North America	$	238,214	$	225,256
Janus International	21,572		17,914
Eliminations	(7,882)		(13,650)
Consolidated Revenue	$	251,904	$	229,520
Income From Operations
Janus North America	$	48,878	$	34,855
Janus International	2,279		249
Eliminations	(145)		11
Total Segment Operating Income	$	51,012	$	35,115
Depreciation Expense
Janus North America	$	1,954	$	1,673
Janus International	226		184
Consolidated Depreciation Expense	$	2,180	$	1,857
Amortization of Intangible Assets
Janus North America	$	7,105	$	6,886
Janus International	311		339
Consolidated Amortization Expense	$	7,416	$	7,225
Capital Expenditures
Janus North America	$	5,144	$	2,553
Janus International	926		327
Consolidated Capital Expenditures	$	6,070	$	2,880


	April 1,		December 31
	2023		2022
Identifiable Assets
Janus North America	$	1,176,877	$	1,209,905
Janus International	65,031		60,713
Consolidated Assets	$	1,241,908	$	1,270,618


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Three Months Ended Nine Months Ended
October 1, September 25, October 1, September 25,
2022 2021 2022 2021
Revenue
Janus North America $ 256,736 $ 179,119 $ 723,454 $ 489,899
Janus International 16,959 17,825 55,197 48,729
Intersegment (11,148) (9,154) (38,870) (23,832)
Consolidated Revenue $ 262,547 $ 187,790 $ 739,781 $ 514,796
Income From Operations
Janus North America $ 53,060 $ 24,382 $ 126,088 $ 64,878
Janus International 790 821 2,740 (4,263)
Eliminations 47 23 31 49
Total Segment Operating Income $ 53,897 $ 25,226 $ 128,859 $ 60,664
Depreciation Expense
Janus North America $ 1,796 $ 1,590 $ 5,261 $ 4,357
Janus International 186 109 556 321
Consolidated Depreciation Expense $ 1,982 $ 1,699 $ 5,817 $ 4,678
Amortization of Intangible Assets
Janus North America $ 7,105 $ 7,877 $ 21,315 $ 20,693
Janus International 303 352 963 1,159
Consolidated Amortization Expense $ 7,408 $ 8,229 $ 22,278 $ 21,852
Capital Expenditures
Janus North America $ 2,140 $ 9,995 $ 6,813 $ 12,648
Janus International 448 1,943 1,043 3,282
Consolidated Capital Expenditures $ 2,588 $ 11,938 $ 7,856 $ 15,930
15. Restructuring

October 1, January 1
2022 2022
Identifiable Assets
Janus North America $ 1,194,034 $ 1,063,563
Janus International 55,368 58,439
Consolidated Assets $ 1,249,402 $ 1,122,002
During fiscal year 2022 and 2023, the Company initiated a restructuring plan to relocate one of its international facilities and align its ongoing corporate strategy. The Company incurs costs associated with restructuring initiatives intended to improve operating performance, profitability and efficiency of business processes. Restructuring charges can include severance costs, relocations costs, recruiting fees affiliated with hiring new personnel, legal costs, and contract cancellation costs.

The Company records restructuring charges when they are probable and estimable. Restructuring costs are accrued when the Company announces the closure or restructuring event, and the amounts can be reasonably estimated. Restructuring costs are included in general and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income.

The Company’s restructuring expenses are comprised of the following:


(in thousands)	April 1,		April 2,
	2023		2022
Severance and termination benefits	$	93	$	—
Facility related charges	—		103
Legal, consulting, and other professional fees	497		—
Total Restructuring Charges	$	590	$	103

The following table summarizes the changes in the Company’s accrued restructuring balance, which are included in Accrued Expenses and Other Current Liabilities in the accompanying Condensed Consolidated Balance Sheets.



Balance at December 31, 2022	$	—
Restructuring charges	590
Payments	(497)
Balance at April 1, 2023	$	93

~~18.~~16. Commitments and Contingencies

Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Those matters include the following:

General Litigation

The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.

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-Q 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 ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, respectively. Provision for losses expected under this program is recorded based upon the Company’s estimates of the aggregate liability for claims incurred and totaled approximately ~~$452~~$409 and ~~$383~~$409 as of ~~October~~April 1, 2023, and December 31, 2022, ~~and January 1, 2022,~~


~~Janus International Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

respectively. The amount of actual losses incurred could differ materially from the estimates reflected in these Unaudited Condensed Consolidated Financial Statements.

Under the Company’s health insurance program, coverage is obtained for catastrophic exposures under which the Company retains a portion of certain expected losses. The Company has stop loss insurance for claims in excess of $275 and $275 as of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, respectively. Provision for losses expected under this program is recorded based upon the Company’s estimates of the aggregate liability for claims incurred and totaled approximately ~~$1,731~~$2,146 and ~~$1,539~~$2,099 as of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, respectively. The amount of actual losses incurred could differ materially from the estimates reflected in these Unaudited Condensed Consolidated Financial Statements.

~~19.~~17. Related Party Transactions

For the three months ended April 1, 2023 and April 2, 2022, there were no related party transactions.


Janus International Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

18. Subsequent Events

For the interim Unaudited Condensed Consolidated Financial Statements as of ~~October~~April 1, ~~2022,~~2023, the Company has evaluated subsequent events through the ~~financial statements~~ issuance date ~~and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to~~of the financial statements.

On April 10, 2023, Janus Core, entered into Amendment Number Three to the ABL Credit and Guarantee Agreement to that certain ABL Credit and Guarantee Agreement, dated as of February 12, 2018, by and among Janus Core, as parent borrower, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the other parties thereto. The Amendment, among other things, (i) replaces the interest rate based on the LIBOR and related LIBOR-based mechanics applicable to borrowings under the ABL Credit and Guarantee Agreement with an interest rate based on the Secured Overnight Financing Rate (“SOFR”) and related SOFR-based mechanics and (ii) updates certain other provisions of the ABL Credit and Guarantee Agreement to reflect the transition from LIBOR to SOFR.

Subsequent to the period end, the Company initiated a restructuring plan to relocate one of its domestic manufacturing facilities, which will result in centralization of our Western United States manufacturing production. This consolidation is not expected to have a material impact on our business, nor do we expect the Company to incur material costs associated with the consolidation.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

JANUS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information which ~~Janus’ management~~Janus’management believes is relevant to an assessment and understanding of consolidated results of operations and financial condition. You should read the following discussion and analysis of Janus’ financial condition and results of operations in conjunction with the Unaudited Condensed Consolidated financial statements and notes thereto contained in this Form 10-Q (the “Form 10-Q”).

Certain information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to plans and strategy for Janus’ business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors,” Janus’ actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Factors that could cause or contribute to such differences include, but are not limited to, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this Form 10-Q. We assume no obligation to update any of these forward- looking statements.

Unless otherwise indicated or the context otherwise requires, references in this Janus’ Management’s Discussion and Analysis of Financial Condition and Results of Operations section to ~~“Midco,”~~ “Janus,” “we,” “us,” “our,” and other similar terms refer to ~~Midco and its subsidiaries prior to the Business Combination and to~~ Janus International Group Inc. (Parent) and its consolidated ~~subsidiaries after giving effect to the Business Combination.~~subsidiaries.

Percentage amounts included in this Form 10-Q have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Form 10-Q may vary from those obtained by performing the same calculations using the figures in our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Form 10-Q. Certain other amounts that appear in this Form 10-Q may not sum due to rounding.

Introduction

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is a supplement to the accompanying Unaudited Condensed Consolidated Financial Statements, and provides additional information on our business, recent developments, financial condition, liquidity and capital resources, cash flows and results of operations. MD&A is organized as follows:

•Business Overview: This section provides a general description of our business, and a discussion of management’s general outlook regarding market demand, our competitive position and product innovation, as well as recent developments we believe are important to understanding our results of operations and financial condition or in understanding anticipated future trends.

•Basis of Presentation: This section provides a discussion of the basis on which our unaudited condensed consolidated financial statements were prepared.

•Results of Operations: This section provides an analysis of our unaudited results of operations for the three month period ended April 1, 2023 and ~~nine months periods ended October 1, 2022 and September 25, 2021.~~April 2, 2022.

•Liquidity and Capital Resources: This section provides a discussion of our financial condition and an analysis of our unaudited cash flows for the three month period ended April 1, 2023 and ~~nine months periods ended October 1, 2022 and September 25, 2021.~~April 2, 2022. This section also provides a discussion of our contractual obligations, other purchase commitments and customer credit risk that existed at ~~October~~April 1, ~~2022,~~2023, as well as a discussion of our ability to fund our future commitments and ongoing operating activities through internal and external sources of capital.

•Critical Accounting Policies and Estimates: This section identifies and summarizes those accounting policies that significantly impact our reported results of operations and financial condition and require significant judgment or estimates on the part of management in their application.

Business Overview

Janus is a ~~leading~~ global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions including: roll up and swing doors, hallway systems, relocatable storage units, and facility and door automation technologies with manufacturing operations in Georgia, Texas, Arizona, Indiana, North Carolina, United Kingdom, ~~Australia,~~ and ~~Singapore.~~Australia. The self-storage industry is comprised of institutional and non-institutional facilities. Institutional facilities typically include multi-story, climate controlled facilities located in prime locations owned and/or managed by large Real Estate Investment Trusts (“REITs”) or returns-driven operators of scale and are primarily located in the top 50 U.S. metropolitan statistical areas (“MSAs”), whereas the vast majority of non-institutional facilities are single-story, non-climate controlled facilities located outside of city centers owned and/or managed by smaller private operators that are mostly located outside of the top 50 U.S. MSAs. Janus is highly integrated with customers at every phase of a project, including facility planning/design, construction, access control and restore, rebuild, replace (R3) of damaged or end-of-life products.

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Our business is operated through two geographic regions that comprise our two reportable segments: Janus North America and Janus International. The Janus International segment is comprised of JIEH, whose production and sales are largely in Europe and Australia. The Janus North America segment is comprised of all the other entities including Janus International Group, LLC (together with each of its operating subsidiaries, “Janus Core”), Betco, Inc. (“BETCO”), Noke, Inc. (“NOKE”), Asta Industries, Inc. (“ASTA”), Access Control Technologies, LLC (“ACT”), U.S. Door & Building Components, LLC (“U.S. Door”), Janus Door, LLC (“Janus Door”), and Steel Door Depot.com, LLC (“Steel Door Depot”).

Furthermore, our business is comprised of three primary sales channels: New Construction-Self-storage, R3-Self-storage (R3), and Commercial and Other. The Commercial and Other category is primarily comprised of roll-up sheet and rolling steel door sales into the commercial marketplace.

New construction consists of engineering and project management work pertaining to the design, building, and logistics of a greenfield new self- storage facility tailored to customer specifications while being compliant with ADA regulations. Any Nokē Smart Entry System revenue associated with a new construction project also rolls up into this sales channel.

The concept of Janus R3 is to replace storage unit doors, optimizing unit mix and idle land, and adding a more robust security solution to enable customers to (1) charge higher rental rates and (2) compete with modern self-storage facilities and large operators. In addition, the R3 sales channel includes new self-storage capacity being brought online through conversions and expansions. R3 transforms facilities through door replacement, facility upgrades, Nokē Smart Entry Systems, and relocatable storage MASS (Moveable Additional Storage Structure).

Commercial light duty steel roll-up doors are designed for applications that require less frequent and less demanding operations. Janus offers heavy duty commercial grade steel doors (minimized dead-load, or constant weight of the curtain itself) perfect for warehouses, commercial buildings, and terminals, designed with a higher gauge and deeper guides, which combats the heavy scale of use with superior strength and durability. Janus also offers rolling steel doors known for minimal maintenance and easy installation with, but not limited to, the following options, commercial slat doors, heavy duty service doors, fire doors, fire rated counter shutters, insulated service doors, counter shutters and grilles.

Executive Overview

Janus’ financials reflect the result of the execution of our operational and corporate strategy to penetrate the fast-growing self-storage, commercial and industrial storage markets, as well as capitalizing on the aging self-storage facilities, while continuing to diversify our products and solutions. We believe Janus is a bespoke provider of not only products, but solutions that generate a favorable financial outcome for our clients.

During 2021, we acquired G&M, DBCI, and ACT to expand market share. Our M&A activity has collectively enhanced our growth trajectory, technology and global footprint, while providing us access to highly attractive adjacent categories.

Total revenue was $262.5 million and $739.8 million for the three and nine months periods ended October 1, 2022, respectively, representing an increase of 39.8% and 43.7% from $187.8 million and $514.8 million for the three and nine months periods ended September 25, 2021, respectively.

Revenues increased in the three ~~and nine months periods~~month period ended ~~October~~April 1, ~~2022~~2023 as compared to the three ~~and nine months periods~~month period ended ~~September 25, 2021,~~April 2, 2022, representing a 9.8% increase in revenue. This increase is largely due to continued strong performance within ~~all three~~the R3 sales ~~channels and $8.7 million and $56.6 million of inorganic growth as a result of the DBCI and ACT acquisitions, respectively,~~channel, coupled with the impact from the commercial actions taken in ~~2021.~~2022. The same trends were generally present in both the Janus North America segment as well as the Janus International segment, with the exception of the fact that the international segment does not sell into the Commercial sales channel.

~~Adjusted EBITDA~~Net income was ~~$63.3 million and $158.7~~$26.0 million for the three ~~and nine months periods~~month period ended ~~October~~April 1, ~~2022, respectively,~~2023, representing a ~~74.3% and 51.3%~~31.9% increase from ~~$36.3 million and $104.9~~$19.7 million for the three ~~and nine months periods~~month period ended ~~September 25, 2021, respectively.~~April 2, 2022. Net income as a percentage of revenue was 10.3% representing an increase of 1.7% from 8.6% for the three month period ended April 2, 2022.

Adjusted EBITDA was $61.2 million for the three month period ended April 1, 2023, representing a 37.0% increase from $44.7 million for the three month period ended April 2, 2022.

Adjusted EBITDA as a percentage of revenue was ~~24.1% and 21.4%~~24.3% for the three ~~and nine months periods~~month period ended ~~October~~April 1, ~~2022, respectively,~~2023, representing an increase of 4.8% ~~and 1.0%~~ from ~~19.3% and 20.4%~~19.5% for the three ~~and nine months periods~~month period ended ~~September 25, 2021 respectively.~~April 2, 2022. The increase in Adjusted EBITDA margins is a direct result of increased revenue primarily due to commercial actions taking full effect in third quarter of 2022 as well as the impact of cost synergies from our acquisitions of DBCI and ACT in 2021, which was partially offset by the inflationary increases in raw material, labor and logistics costs impacting the business in advance of commercial actions taking full effect. In addition to the inflationary cost pressures, Janus also experienced incremental costs as a public company and costs associated with the robust pace of activity for the balance of the year and investing in customer service.

Information regarding use of Adjusted EBITDA, a non-GAAP measure, and a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP measure, is included in “Non-GAAP Financial Measures.”

~~The Business Combination~~

On June 7, 2021, Juniper Industrial Holdings, Inc. (“Juniper” or “JIH”) 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. At the closing date of the Business Combination, each outstanding unit of Midco’s Class A Preferred and Class B Common converted into our common stock at the then-effective conversion rate. Immediately upon the completion of the Business Combination, Juniper and Midco became wholly-owned subsidiaries of Janus International Group, Inc. The Company is currently traded on the NYSE under the symbols “JBI” and “JBI WS”, respectively.

As a result of the Business Combination, equity holders of Midco received aggregate consideration with a value equal to $1.2 billion which consisted of (i) $541.7 million in cash and (ii) $702.7 million in shares of our common stock, or 70,270,400 shares based on an assumed stock price of $10.00 per share. In connection with the closing of the Business Combination, the Sponsor received 2,000,000 shares of our 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 as of the close of the trading on June 21, 2021.

Part of the proceeds from the merger were used to pay a non-liquidating cash distribution to Janus Midco unitholders’ in the amount of $541.7 million and partial payment on the note payable in the amount of $61.6 million. ~~(See “Liquidity and Capital Resources” section).~~

Business Segment Information

Our business is operated through two geographic regions that comprise our two reportable segments: Janus North America and Janus International.

Janus North America is comprised of eight operating segments including Janus Core, Janus Door, Steel Door Depot, ASTA, NOKE, BETCO, DBCI, and ACT. Janus North America produces and provides various fabricated components such as commercial and self-storage doors, walls, hallway systems and building components used primarily by owners or builders of self-storage facilities and also offers installation

services along with the products. Janus North America represented ~~93.5% and 92.5%~~91.4% of the Company’s revenue for the three ~~months and nine months~~month period ended ~~October~~April 1, ~~2022 respectively,~~2023, and ~~90.5% and 90.5%~~92.2% of the Company’s revenue for the three ~~months and nine months~~month period ended ~~September 25, 2021, respectively.~~April 2, 2022.

Janus International is comprised solely of one operating segment, Janus International Europe Holdings Ltd (UK). The Janus International segment produces and provides similar products and services as Janus North America, ~~but~~with the exception of the fact that the international segment does not sell into the Commercial sales channel, and they’re largely in Europe as well as Australia. Janus International represented ~~6.5% and 7.5%~~8.6% of Janus’ revenue for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022, respectively,~~2023, and ~~9.5% and 9.5%~~7.8% of the Company’s revenue for the three ~~and nine months~~month period ended ~~September 25, 2021, respectively.~~

~~Acquisitions~~

~~Our highly accretive M&A strategy focuses on (i) portfolio diversification into attractive and logical adjacencies, (ii) geographic expansion, and (iii) technological innovation.~~

Inorganic growth, through acquisitions, serves to increase Janus’ strategic growth. Since 2021, Janus has completed three acquisitions which attributed a combined $93.2 million inorganic revenue increase from December 26, 2020 through October 1,April 2, 2022. Refer to the “Risk Factors” section for further information on the risks associated with integration of these acquisitions. Janus acquired the following three companies to fuel the inorganic growth of its manufacturing capabilities, product offerings, and technology solutions provided to customers.

On January 18, 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 approximately $1.74 million. G&M Stor-More Pty Ltd. has over 23 years’ experience in self-storage building, design, construction and consultation. As a result of the acquisition, the Company will have an opportunity to increase its customer base of the self-storage industry and expand its product offerings in the Australian market.

On August 18, 2021, the Group, through its wholly owned subsidiary Janus Core acquired 100% of the equity interests of DBCI, a company incorporated in Delaware, for approximately $169.2 million. DBCI is a manufacturer of exterior building products in North America, with over 25 years’ servicing commercial, residential and repair markets. As a result of the acquisition, the Company will have an opportunity to increase its customer base of both the commercial and self-storage industries and expand its product offerings in the North American market.

On August 31, 2021, the Group, through its wholly owned subsidiary Janus Core acquired 100% of the equity of ACT, a company incorporated in North Carolina, for $10.3 million. Through this acquisition, the Group also acquired all assets and certain liabilities of Phoenix Iron Worx, LLC, a company incorporated in North Carolina. ACT has specialized in protecting critical assets in the self-storage and industrial building industries for over seven years. The ACT team is comprised of security industry experts who continually train to be at the forefront of emerging industry trends, technological advancements, and new security vulnerabilities or hazards that threaten their clients. As a result of the acquisition, the Company will have an opportunity to expand its Nokē Smart Entry ground game.

~~Impact of COVID-19~~

The COVID-19 pandemic may continue to have negative impacts on our operations, supply chain, transportation networks, and customers, which may compress our margins as a result of preventative and precautionary measures that Janus, other businesses, and governments are taking. The extent to which the COVID-19 pandemic may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the pandemic and the effectiveness of actions globally to contain or mitigate its effects.

Our unaudited condensed consolidated financial statements and discussion and analysis of financial condition and results of operations reflect estimates and assumptions made by management for the three and nine months ended October 1, 2022. Events and changes in circumstances arising after October 1, 2022, including those resulting from the impacts of the COVID-19 pandemic, will be reflected in management’s estimates for future periods.

~~Management continues to monitor the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce.~~

Key Performance Measures

Management evaluates the performance of its reportable segments based on the revenue of services and products, gross profit, operating margins, and cash from business operations. We use Adjusted EBITDA, which is a non-GAAP financial metric, as a supplemental measure of our performance in order to provide investors with an improved understanding of underlying performance trends. Please see the section “Non-GAAP Financial Measure” below for further discussion of this financial measure, including the reasons why we use such financial measures and reconciliations of such financial measures to the nearest GAAP financial measures.

Human capital is also one of the main cost drivers of the manufacturing, selling, and administrative processes of Janus. As a result, headcount is reflective of the health of Janus indicative of an expansion or contraction of the overall business. We expect to continue to increase headcount in the future as we grow our business. ~~Moreover, we expect that we will need to hire additional accounting, finance, and other personnel in connection with our efforts to comply with the requirement of being a public company.~~

The following table sets forth key performance measures for the periods ended ~~October~~April 1, ~~2022~~2023 and ~~September 25, 2021~~April 2, 2022 (dollar amounts in thousands):


		Three Months Ended						Variance					Three Months Ended						Variance
		October 1, 2022			September 25, 2021			$		%			April 1, 2023			April 2, 2022			$		%
Total Revenue	Total Revenue	$	262,547		$	187,790		$	74,757	39.8	%	Total Revenue	$	251,904		$	229,520		$	22,384	9.8	%
Adjusted EBITDA	Adjusted EBITDA	$	63,303		$	36,310		$	26,993	74.3	%	Adjusted EBITDA	$	61,183		$	44,667		$	16,516	37.0	%
Adjusted EBITDA (% of revenue)	Adjusted EBITDA (% of revenue)	24.1		%	19.3		%			4.8	%	Adjusted EBITDA (% of revenue)	24.3		%	19.5		%			4.8	%

Nine Months Ended Variance
October 1, 2022 September 25, 2021 $ %
Total Revenue $ 739,781 $ 514,796 $ 224,985 43.7 %
Adjusted EBITDA $ 158,652 $ 104,858 $ 53,794 51.3 %
Adjusted EBITDA (% of revenue) 21.4 % 20.4 % 1.0 %

As of ~~October~~April 1, ~~2022,~~2023, and ~~September 25, 2021,~~April 2, 2022, the headcount was ~~2,321~~2,301 (including ~~695~~518 temporary employees) and ~~2,087~~2,125 (including ~~486~~519 temporary employees), respectively.

Total revenue increased by ~~$74.8 million and $225.0~~$22.4 million or ~~39.8% and 43.7%~~9.8% for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine months~~month period ended ~~September 25, 2021, respectively,~~April 2, 2022, primarily due to improved market conditions and commercial actions instituted in 2021 and increased volumes partially related to pull through of the 2021 new construction pent up demand coupled with a $8.7 million and $56.6 million increase in inorganic revenue growth, for the three and nine month periods ended October 1, 2022, respectively, as a result of the DBCI and ACT acquisitions. The Company expects that these trends will continue to impact the Company's results for the remainder of fiscal 2022.actions.

Adjusted EBITDA increased by ~~$27.0 million and $53.8~~$16.5 million or ~~74.3% and 51.3%~~37.0% from the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine months periods~~month period ended ~~September 25, 2021~~April 2, 2022, primarily due to increased revenue which was partially offset by increased cost of ~~sales~~revenues and general and administrative expenses.

Adjusted EBITDA as a percentage of revenue increased 4.8% ~~and 1.0%, respectively,~~ for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 primarily due to increased revenue due to commercial actions taking full effect in third quarter 2022 which was partially offset by

inflationary increases in raw material, labor and logistics costs in advance of commercial and cost containment actions taking full effect. In addition to the inflationary cost pressures, Janus also experienced incremental costs as a public company and incremental costs associated with the robust pace of activity for the balance of the year and investing in customer service. (See “Non-GAAP Financial Measures” section).

Basis of Presentation

The Unaudited Condensed Consolidated Financial Statements have been derived from the accounts of Janus and its wholly owned subsidiaries. Janus’ fiscal year follows a 4-4-5 calendar which divides a year into four quarters of 13 weeks, grouped into two 4-week “months” and one 5-week “month.” As a result, some monthly comparisons are not comparable as one month is longer than the other two. The major advantage of a 4-4-5 calendar is that the end date of the period is always the same day of the week, making manufacturing planning easier as every period is the same length. Every fifth or sixth year will require a 53rd week.

We have presented results of operations, including the related discussion and analysis for:

•~~the three and nine months~~The thirteen weeks period ended ~~October~~April 1, ~~2022~~2023 compared to the ~~three and nine months~~thirteen weeks period ended ~~September 25, 2021.~~April 2, 2022.

Components of Results of Operations

~~Sales of products.~~Product Revenues. ~~Sale of products represents~~Product revenues represent the revenue from the sale of products, including steel roll-up and swing doors, rolling steel doors, steel structures, as well as hallway systems and facility and door automation technologies for commercial and self-storage customers. Product revenue is recognized upon transfer of control to the customer, which generally takes place at the point of destination (Janus Core) and at the point of shipping (all other operating segments). We expect our product revenue may vary from period to period on, among other things, the timing and size of orders and delivery of products and the impact of significant transactions. Revenues are monitored and analyzed as a function of sales reporting within the following sales channels, Self-Storage New Construction, Self-Storage R3, and Commercial and Other.

~~Sales of services.~~Service revenues. Service ~~revenue reflects~~revenues reflect installation services to customers for steel facilities, steel roll-up and swing doors, hallway systems, and relocatable storage units which is recognized over time based on the satisfaction of our performance obligation. Janus is highly integrated with customers at every phase of a project, including facility planning/design, construction, access control and R3 of damaged, or end-of-life products or rebranding of facilities due to market consolidation. Service obligations are primarily short term and completed within a one-year time period. We expect our service revenue to increase as we add new customers and our existing customers continue to add more and more content per square foot.

~~Cost of sales.~~ ~~Our~~Product cost of ~~sales consists of the cost of products and cost of services.~~ revenues. Cost of products includes the manufacturing cost of our steel roll-up and swing doors, rolling steel doors, steel structures, and hallway systems which primarily consists of amounts paid to our third-party contract suppliers and personnel-related costs directly associated with manufacturing operations as well as overhead and indirect costs. We expect cost of revenues to increase in absolute dollars in future periods as we expect our revenues to continue to grow.

Service cost of revenues. Cost of services includes third-party installation subcontractor costs directly associated with the installation of our products. Our cost of ~~sales~~revenues include purchase price variance, cost of spare or replacement parts, warranty costs, excess and obsolete inventory charges, shipping costs, and an allocated portion of overhead costs, including depreciation. We expect cost of ~~sales~~revenues to increase in absolute dollars in future periods as we expect our revenues to continue to grow.

Selling and marketing expense. Selling expenses consist primarily of compensation and benefits of employees engaged in selling activities as well as related travel, advertising, trade shows/conventions, meals and entertainment expenses. We expect selling expenses to increase in absolute dollars in future periods as we expect our revenues to continue to grow.

General and administrative expense. General and administrative (“G&A”) expenses are comprised primarily of expenses relating to employee compensation and benefits, travel, meals and entertainment expenses as well as depreciation, amortization, and non-recurring costs. We expect general and administrative expenses to increase in absolute dollars in future periods as we expect our revenues to continue to grow.

Interest expense. Consists of interest expense on short-term and long-term debt and amortization on deferred financing fees (see “Long-Term Debt” section).

Factors Affecting the Results of Operations

Key Factors Affecting the Business and Financial Statements

Janus’ management believes our performance and future growth depends on a number of factors that present significant opportunities but also pose risks and challenges.

Factors Affecting Revenues

Janus’ revenues from products sold are driven by economic conditions, which impacts new construction of self-storage facilities, R3 of self-storage facilities, and commercial revenue.

Janus periodically modifies sales prices of their products due to changes in costs for raw materials and energy, market conditions, labor and logistics costs and the competitive environment. In certain cases, realized price increases are less than the announced price increases due to project pricing, competitive reactions and changing market conditions. Janus also offers a wide assortment of products that are differentiated by style, design and performance attributes. Pricing and margins for products within the assortment vary. In addition, changes in the relative quantity of products purchased at different price points can impact year-to-year comparisons of net sales and operating income.

Service revenue is driven by the product revenue and the increase in value-added services, such as pre-work planning, site drawings, installation and general contracting, project management, and third-party security. Janus differentiates itself through on-time delivery, efficient installation, ~~best in-class~~customer service satisfaction, and a reputation for high quality products.

Factors Affecting Growth Through Acquisitions

Janus’ business strategy involves growth through, among other things, the acquisition of other companies. Janus tries to evaluate companies that it believes will strategically fit into its business and growth objectives. If Janus is unable to successfully integrate and develop acquired

businesses, it could fail to achieve anticipated synergies and cost savings, including any expected increases in revenues and operating results, which could have a material adverse effect on its financial results.

Janus may not be able to identify suitable acquisition or strategic investment opportunities or may be unable to obtain the required consent of its lenders and, therefore, may not be able to complete such acquisitions or strategic investments. Janus may incur expenses associated with sourcing, evaluating and negotiating acquisitions (including those that do not get completed), and it may also pay fees and expenses associated with financing acquisitions to investment banks and other advisors. Any of these amounts may be substantial, and together with the size, timing and number of acquisitions Janus pursues, may negatively affect and cause significant volatility in its financial results.

In addition, Janus has assumed, and may in the future assume, liabilities of the company it is acquiring. While Janus retains third-party advisors to consult on potential liabilities related to these acquisitions, there can be no assurances that all potential liabilities will be identified or known to it. If there are unknown liabilities or other obligations, Janus’ business could be materially affected.

Seasonality

Generally, Janus’ sales tend to be the slowest in January due to more unfavorable weather conditions, customer business cycles and the timing of renovation and new construction project launches.

Factors Affecting Operating Costs

Janus’ operating expenses are comprised of direct production costs (principally raw materials, labor and energy), manufacturing overhead costs, freight, costs to purchase sourced products and ~~selling,~~ general and administrative (“SGG&A”) expenses.

Janus’ largest individual raw material expenditure is steel coils. Fluctuations in the prices of steel coil are generally beyond Janus’ control and have a direct impact on the financial results. In 2021 and 2022, Janus entered into agreements with two of its largest suppliers in order to lock in steel coil prices for part of Janus’ production ~~needs~~needs. These agreements are renewed annually and partially mitigate the potential impacts of short-term steel coil price fluctuations. These arrangements allow Janus to purchase quantities of product within specified ranges as outlined in the contracts.

Freight costs are driven by Janus’ volume of sales of products and are subject to the freight market pricing environment.

Results of Operations - Consolidated

The period to period comparisons of our results of operations have been prepared using the historical periods included in our unaudited condensed consolidated financial statements. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this document.

The following tables set forth our results of operations for the periods presented in dollars and as a percentage of total revenue.

Results of Operations

For the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the period ended ~~September 25, 2021~~April 2, 2022 (dollar amounts in thousands):
Three Months Ended Variance
October 1, 2022 September 25, 2021 $ %
REVENUE
Sales of products $ 230,847 $ 155,670 $ 75,177 48.3 %
Sales of services 31,700 32,120 (420) (1.3) %
Total revenue $ 262,547 $ 187,790 $ 74,757 39.8 %
Cost of Sales 165,755 125,551 40,204 32.0 %
GROSS PROFIT $ 96,792 $ 62,239 $ 34,553 55.5 %
OPERATING EXPENSE
Selling and marketing 14,477 12,066 2,411 20.0 %
General and administrative 28,418 24,947 3,471 13.9 %
Operating Expenses $ 42,895 $ 37,013 $ 5,882 15.9 %
INCOME FROM OPERATIONS $ 53,897 25,226 $ 28,671 113.7 %
Interest expense (10,979) (7,664) (3,315) 43.3 %
Other income (expense) 56 91 (35) (38.5) %
Change in fair value of derivative warrant liabilities — 1,271 (1,271) (100.0) %
INCOME BEFORE TAXES $ 42,974 $ 18,924 $ 24,050 127.1 %
Provision for Income Taxes 10,575 3,382 7,193 212.7 %
NET INCOME $ 32,399 $ 15,542 $ 16,857 108.5 %

Nine Months Ended Variance
October 1, 2022 September 25, 2021 $ %
REVENUE
Sales of products $ 642,122 $ 417,922 $ 224,200 53.6 %
Sales of services 97,659 96,874 785 0.8 %
Total revenue 739,781 514,796 $ 224,985 43.7 %
Cost of Sales 482,439 340,070 142,369 41.9 %
GROSS PROFIT $ 257,342 $ 174,726 $ 82,616 47.3 %
OPERATING EXPENSE
Selling and marketing 42,216 31,906 10,310 32.3 %
General and administrative 86,267 81,469 4,798 5.9 %
Contingent consideration and earnout fair value adjustments — 687 (687) (100.0) %
Operating Expenses $ 128,483 $ 114,062 $ 14,421 12.6 %
INCOME FROM OPERATIONS $ 128,859 $ 60,664 $ 68,195 112.4 %
Interest expense (28,622) (23,265) (5,357) 23.0 %
Other income (expense) (313) (2,388) 2,075 (86.9) %
Change in fair value of derivative warrant liabilities — (658) 658 (100.0) %
INCOME BEFORE TAXES $ 99,924 $ 34,353 $ 65,571 190.9 %
Provision for Income Taxes 24,984 5,787 19,197 331.7 %
NET INCOME $ 74,940 $ 28,566 $ 46,374 162.3 %


	Three Months Ended				Variance
	April 1, 2023		April 2, 2022		$		%
REVENUES
Product revenues	$	209,664	$	197,306	$	12,358	6.3	%
Service revenues	42,240		32,214		10,026		31.1	%
Total revenues	$	251,904	$	229,520	$	22,384	9.8	%
Product cost of revenues	120,068		128,560		(8,492)		(6.6)	%
Service cost of revenues	31,903		24,390		7,513		30.8	%
Cost of Revenues	151,971		152,950		(979)		(0.6)	%
GROSS PROFIT	$	99,933	$	76,570	$	23,363	30.5	%
OPERATING EXPENSE
Selling and marketing	14,821		13,349		1,472		11.0	%
General and administrative	34,100		28,106		5,994		21.3	%
Operating Expenses	$	48,921	$	41,455	$	7,466	18.0	%
INCOME FROM OPERATIONS	$	51,012	35,115		$	15,897	45.3	%
Interest expense	(15,998)		(8,775)		(7,223)		82.3	%
Other income (expense)	(15)		(29)		14		(48.3)	%
INCOME BEFORE TAXES	$	34,999	$	26,311	$	8,688	33.0	%
Provision for Income Taxes	9,017		6,607		2,410		36.5	%
NET INCOME	$	25,982	$	19,704	$	6,278	31.9	%

Revenue (dollar amounts in tables in thousands)

Three Months Ended
Revenue Variance
Breakdown
Variance
%
Domestic Acquisitions
Organic
Growth
Organic
Growth
%
October 1, 2022 September 25, 2021 Variances
Sales of products $ 230,847 $ 155,670 $ 75,177 48.3 % $ 7,791 $ 67,386 43.3 %
Sales of services 31,700 32,120 (420) (1.3) % 955 (1,375) (4.3) %
Total $ 262,547 $ 187,790 $ 74,757 39.8 % $ 8,746 $ 66,011 35.2 %

Nine Months Ended
Revenue Variance
Breakdown
Variance
%
Domestic Acquisitions
Organic
Growth
Organic
Growth
%
October 1, 2022 September 25, 2021 Variances
Sales of products $ 642,122 $ 417,922 $ 224,200 53.6 % $ 51,665 $ 172,535 41.3 %
Sales of services 97,659 96,874 $ 785 0.8 % 4,923 (4,138) (4.3) %
Total $ 739,781 $ 514,796 $ 224,985 43.7 % $ 56,588 $ 168,397 32.7 %


	Three Months Ended
	April 1, 2023		April 2, 2022		Organic Growth		%
Sales of products	$	209,664	$	197,306	$	12,358	6.3	%
Sales of services	42,240		32,214		10,026		31.1	%
Total	$	251,904	$	229,520	$	22,384	9.8	%

The ~~$74.8 million and $225.0~~$22.4 million revenue increase for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine months~~month period ended ~~September 25, 2021~~April 2, 2022 is primarily attributable to ~~increased volumes as a result of favorable industry dynamics in all three sales channels,~~the positive impact from commercial actions taken in 2022, coupled with inorganic growth of $8.7 million and $56.6 million as a result of the DBCI and ACT acquisitions for the three and nine months ended October 1, 2022, respectively. The Company expects that these trends will continue to impact the Company's results for the remainder of fiscal 2022.

The following table and discussion compares Janus’ sales by sales channel (dollar amounts in tables in thousands).

Three Months Ended Variance
Consolidated October 1, 2022 % of sales September 25, 2021 % of sales $ %
New Construction - Self Storage $ 75,056 28.6 % $ 65,934 35.1 % $ 9,121 13.8 %
R3 - Self Storage 88,368 33.6 % 59,248 31.6 % 29,120 49.1 %
Commercial and Other 99,123 37.8 % 62,608 33.3 % 36,515 58.3 %
Total $ 262,547 100.0 % $ 187,790 100.0 % $ 74,757 39.8 %


		Nine Months Ended								Variance					Three Months Ended								Variance
Consolidated	Consolidated	October 1, 2022		% of sales		September 25, 2021		% of sales		$		%		Consolidated	April 1, 2023		% of sales		April 2, 2022		% of sales		$		%
New Construction - Self Storage	New Construction - Self Storage	$	233,150	31.5	%	$	187,875	36.5	%	$	45,275	24.1	%	New Construction - Self Storage	$	83,144	33.0	%	$	81,001	35.3	%	$	2,143	2.6	%
R3 - Self Storage	R3 - Self Storage	230,343		31.2	%	157,766		30.6	%	72,577		46.0	%	R3 - Self Storage	85,437		33.9	%	67,328		29.3	%	18,109		26.9	%
Commercial and Other	Commercial and Other	276,288		37.3	%	169,155		32.9	%	107,133		63.3	%	Commercial and Other	83,323		33.1	%	81,191		35.4	%	2,132		2.6	%
Total	Total	$	739,781	100.0	%	$	514,796	100.0	%	$	224,985	43.7	%	Total	$	251,904	100.0	%	$	229,520	100.0	%	$	22,384	9.8	%

New construction sales increased by ~~$9.1~~$2.1 million or ~~13.8% and by $45.3 million or 24.1%~~2.6% for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine months~~month period ended ~~September 25, 2021, respectively.~~April 2, 2022. The increase in the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 is primarily due to commercial initiatives and strong growth related to the 2021 pent up demand in greenfield projects caused by permitting delays associated with the COVID-19 global pandemic continuing to ship in 2022. The Company expects that these trends will continue to impact the Company’s results for the remainder of fiscal 2022.initiatives.

R3 sales increased by ~~$29.1 million and $72.6~~$18.1 million or ~~49.1% and 46.0%~~26.9% for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine months~~month period ended ~~September 25, 2021, respectively,~~April 2, 2022, due to the increase of conversions and expansions as self-storage capacity continues to be brought online through R3 as opposed to greenfield sites coupled with the positive impacts from commercial actions. ~~The Company expects that these trends will continue to impact the Company's results for the remainder of fiscal 2022.~~

Commercial and other sales increased by ~~$36.5 million and $107.1~~$2.1 million or ~~58.3% and 63.3%~~2.6% for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine months~~month period ended ~~September 25, 2021, respectively,~~April 2, 2022, due to Janus Core and ~~ASTA experiencing~~ASTA’s continued sales across the various end-markets that the segment serves and favorable market gains due to ~~the continued e-commerce movement coupled with~~ share gains in both the commercial steel roll up door market and ASTA’s rolling steel product line. In addition, the commercial and other sales channel continued to benefit from the

commercial ~~actions instituted in 2021. The Company expects that these trends will continue to impact the Company’s results for the remainder of fiscal 2022.~~actions.

Cost of Sales and Gross Margin

Gross margin increased by ~~3.8% and 0.9%~~6.3% to ~~36.9% and 34.8%~~39.7% for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022, respectively,~~2023, from ~~33.1% and 33.9%~~33.4% for the three ~~and nine months~~month period ended ~~September 25, 2021, respectively.~~April 2, 2022. This increase is primarily due to ~~continued increased raw material, labor and logistics costs which was offset by~~ the commercial and cost containment initiatives taking effect in third quarter ~~2022.~~2022 which was offset by continued increased raw material, labor and logistics costs.

(Dollar amounts in tables in thousands)

Three Months Ended Cost of Sales Variance
Breakdown
October 1, 2022 September 25, 2021 Variance
Variance
%
Domestic Acquisitions Organic Growth
Organic Growth
%
Cost of Sales $ 165,755 $ 125,551 $ 40,204 32.0 % $ 7,405 $ 32,799 26.1%

Nine Months Ended Cost of Sales Variance
Breakdown
October 1, 2022 September 25, 2021 Variance
Variance
%
Domestic Acquisitions Organic Growth
Organic Growth
%
Cost of Sales $ 482,439 $ 340,070 $ 142,369 41.9 % $ 43,682 $ 98,687 29.0%


	Three Months Ended				Variance
	April 1, 2023		April 2, 2022		$		%
Product cost of revenues	$	120,068	$	128,560	$	(8,492)	(6.6)	%
Service cost of revenues	$	31,903	$	24,390	$	7,513	30.8	%
Cost of Revenues	$	151,971	$	152,950	$	(979)	(0.6)	%

The cost of ~~sales increase~~revenues decrease of ~~$40.2 million and $142.4~~$1.0 million or ~~32.0% and 41.9%~~0.6% for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine~~month period ended April 2, 2022. The decrease in product cost of revenues of $8,492 for the three months ~~periods~~ ended ~~September 25, 2021, respectively,~~April 1, 2023, is primarily attributable to anthe decline in steel coil pricing due to supplier agreements Janus entered into in 2022, while the increase in ~~material and direct labor costs~~service cost of ~~$34.8 million and $96.7 million~~revenue for the three ~~and nine month periods~~months ended ~~October~~April 1, ~~2022, respectively, coupled with~~2023, was due to the ~~inorganic~~increase in service costs to support the service revenue growth of $7.4 million and $43.7 million as a result of the DBCI and ACT acquisitions for the three and nine months ended October 1, 2022, respectively. The Company expects that these trends will continue to impact the Company's results for the remainder of fiscal 2022.31.1%

Operating Expenses - Selling and marketing

Selling and marketing expense increased ~~$2.4 million and $10.3~~$1.5 million or ~~20.0% and 32.3% from~~11.0% for the three ~~and nine months~~month period ended ~~September 25, 2021~~April 2, 2022 compared to the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022, respectively.~~2023. This is primarily due to increased travel and payroll related costs for additional headcount to support revenue growth coupled with limited travel costs in the prior year due to the pandemic. In addition, there was an increase in selling and marketing expenses of $0.2 million and $2.3 million as a result of the DBCI and ACT acquisitions for the three and nine months ended October 1, 2022, respectively.growth.

Operating Expenses - General and administrative

General and administrative expenses increased ~~$3.5~~$6.0 million or ~~13.9% and $4.8 million or 5.9% from~~21.3% for the three ~~and nine months~~month period ended ~~September 25, 2021~~April 2, 2022 compared to the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022, respectively.~~2023. The increase for the three ~~and nine months~~month period is primarily due to an increase in health insurance costs, professional fees and payroll related costs for additional headcount to support the continued top line revenue growth coupled with the transition to a public company which was partially offset by transaction related costs incurred in conjunction with the June 2021 Business Combination of approximately $10.4 million which is not present in 2022. In addition, there was an increase in general and administrative expenses of $0.4 million and $6.2 million as a result of the DBCI and ACT acquisitions for the three and nine months ended October 1, 2022, respectively.

~~Operating Expenses - Contingent Consideration and Earnout Fair Value Adjustments~~

Contingent consideration and earnout fair value adjustments decreased $0.7 million or 100.0% from the nine months period ended September 25, 2021 compared to the nine months period ended October 1, 2022, respectively, and were related to the change in fair value of the earnout of the 2,000,000 common stock shares that were issued and released on June 21, 2021.growth.

Interest Expense

Interest expense increased ~~$3.3 million and $5.4~~$7.2 million or ~~43.3% and 23.0% from~~82.3% for the three ~~and nine months~~month period ended ~~September 25, 2021~~April 2, 2022 compared to the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022, respectively,~~2023, primarily due to the ~~new borrowings of $155.0 million in August 2021 and an~~ increase in interest rates in ~~2022.~~2023. (See “Liquidity and Capital Resources” section).

~~Other Income (Expense)~~

Other income (expense) decreased by $— million and $2.1 million or 38.5% and 86.9% from $0.1 million of other income and $2.4 million of other expense for the three and nine months period ended September 25, 2021, respectively, to $0.1 million of other income and $0.3 million of other (expense) for the three and nine months periods ended October 1, 2022, respectively, primarily due to a $2.4 million loss on extinguishment of debt included in the nine months period ended September 25, 2021 but not present in the three and nine months period ended October 1, 2022.

Income Taxes

Income tax expense increased by ~~$7.2 million and $19.2~~$2.4 million or ~~212.7% and 331.7%~~36.5% from ~~$3.4 million and $5.8~~$6.6 million for the three ~~and nine months~~month period ended ~~September 25, 2021, respectively,~~April 2, 2022, to ~~$10.6 million and $25.0~~$9.0 million expense for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022, respectively,~~2023, due to astatutory rate differentials, changes in estimated state income tax ~~structure change from a limited liability company to a Corporation as a result of the Business Combination that occurred on June 7, 2021.~~and apportionment rates, and permanent differences.

Net Income

The ~~$16.9 million and $46.4~~$6.3 million or ~~108.5% and 162.3%~~31.9% increase in net income for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 as compared to the three ~~and nine months~~month period ended ~~September 25, 2021,~~April 2, 2022, respectively, is largely due to an increase in revenue offset by an increase in general and administrative expenses and interest expense for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022.~~2023.

Segment Results of Operations

We operate in and report financial results for two segments: Janus North America and Janus International with the following sales channels, New Construction, Self-Storage R3, and Commercial and Other.

Segment operating income is the measure of profit and loss that our chief operating decision maker uses to evaluate the financial performance of the business and as the basis for resource allocation, performance reviews and compensation. For these reasons, we believe that segment operating income represents the most relevant measure of Segment profit and loss. Our chief operating decision maker may exclude certain charges or gains, such as corporate charges and other special charges, to arrive at a Segment operating income that is a more meaningful measure of profit and loss upon which to base our operating decisions. We define Segment operating margin as Segment operating income as a percentage of the segment’s Net revenues.

The segment discussion that follows describes the significant factors contributing to the changes in results for each segment included in Results of Operations.

Results of Operations - Janus North America

For the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine months~~month period ended ~~September 25, 2021~~April 2, 2022 (dollar amounts in thousands):

Three Months Ended
October 1, 2022 September 25, 2021 Variance
$ %
REVENUE
Sales of products $ 232,207 $ 154,632 $ 77,575 50.2%
Sales of services 24,529 24,487 42 0.2%
Total revenue $ 256,736 $ 179,119 $ 77,617 43.3%
Cost of Sales 164,689 121,481 43,208 35.6%
GROSS PROFIT $ 92,047 $ 57,638 $ 34,409 59.7%
OPERATING EXPENSE
Selling and marketing 13,809 10,956 2,853 26.0%
General and administrative 25,178 22,300 2,878 12.9%
Operating Expenses $ 38,987 $ 33,256 $ 5,731 17.2%
INCOME FROM OPERATIONS $ 53,060 $ 24,382 $ 28,678 117.6%


		Nine Months Ended										Three Months Ended					Variance
		October 1, 2022		September 25, 2021			Variance					April 1, 2023			April 2, 2022
						$			%					$			%

REVENUE
Sales of products		$	648,229	$	414,714		$	233,515		56.3%
Sales of services		75,225		75,185			40			0.1%
Total revenue		$	723,454	$	489,899		$	233,555		47.7%
Cost of Sales		480,897		328,594			152,303			46.3%
REVENUES											REVENUES
Product revenues											Product revenues	$	204,439		$	200,157	$	4,282	2.1%
Service revenues											Service revenues	33,775			25,099		8,676		34.6%
Total revenues											Total revenues	$	238,214		$	225,256	$	12,958	5.8%
Product cost of revenues											Product cost of revenues	119,347			134,134		(14,787)		(11.0)%
Service cost of revenues											Service cost of revenues	25,379			18,836		6,543		34.7%
Cost of Revenues											Cost of Revenues	144,726			152,970		(8,244)		(5.4)%
GROSS PROFIT	GROSS PROFIT	$	242,557	$	161,305		$	81,252		50.4%	GROSS PROFIT	$	93,488		$	72,286	$	21,202	29.3%
OPERATING EXPENSE	OPERATING EXPENSE										OPERATING EXPENSE
Selling and marketing	Selling and marketing	40,070		29,124			10,946			37.6%	Selling and marketing	13,900			12,617		1,283		10.2%
General and administrative	General and administrative	76,399		66,616			9,783			14.7%	General and administrative	30,710			24,814		5,896		23.8%
Contingent consideration and earnout fair value adjustments		—		687			(687)			100.0%
Operating Expenses	Operating Expenses	$	116,469	$	96,427		$	20,042		20.8%	Operating Expenses	$	44,610		$	37,431	$	7,179	19.2%
INCOME FROM OPERATIONS	INCOME FROM OPERATIONS	$	126,088	$	64,878		$	61,210		94.3%	INCOME FROM OPERATIONS	$	48,878		$	34,855	$	14,023	40.2%

Revenue (dollar amounts in tables in thousands)

Three Months Ended Variances
Variance
%
Revenue Variance
Breakdown
October 1, 2022 September 25, 2021 Domestic Acquisitions Organic
Growth
Organic
Growth
%
Sales of products $ 232,207 $ 154,632 $ 77,575 50.2 % $ 7,791 $ 69,784 45.1 %
Sales of services $ 24,529 $ 24,487 $ 42 0.2 % $ 955 $ (913) (3.7) %
Total $ 256,736 $ 179,119 $ 77,617 43.3 % $ 8,746 $ 68,871 38.4 %

Nine Months Ended Variances
Variance
%
Revenue Variance
Breakdown
October 1, 2022 September 25, 2021 Domestic Acquisitions Organic
Growth
Organic
Growth
%
Sales of products $ 648,229 $ 414,714 $ 233,515 56.3 % $ 51,665 $ 181,851 43.8 %
Sales of services $ 75,225 $ 75,185 $ 40 0.1 % $ 4,923 $ (4,882) (6.5) %
Total $ 723,454 $ 489,899 $ 233,555 47.7 % $ 56,588 $ 176,969 36.1 %


	Three Months Ended				Organic Growth
	April 1, 2023		April 2, 2022		$		%
Product revenues	$	204,439	$	200,157	$	4,282	2.1	%
Service revenues	$	33,775	$	25,099	$	8,676	34.6	%
Total	$	238,214	$	225,256	$	12,958	5.8	%

The ~~$77.6~~$13.0 million and ~~$233.6 million~~ or ~~43.3% and 47.7%~~5.8% revenue growth increase is primarily attributable to ~~increased volumes as a result of favorable industry dynamics in all three~~R3 sales ~~channels,~~channel growth due to new capacity additions and the positive impact from commercial actions taken in 2021, coupled with inorganic growth of $8.7 million and $56.6 million as a result of the DBCI and ACT acquisitions for the three and nine months ended October 1, 2022, respectively. The Company expects that these trends will continue to impact the Company's results for the remainder of fiscal 2022.actions.

The following table and discussion compares Janus North America sales by sales channel (dollar amounts in thousands).
Three Months Ended
October 1, 2022
% of Total
Sales
September 25, 2021
% of Total
Sales
Variance
$ %
New Construction - Self Storage $ 65,880 25.6 % $ 54,507 30.4 % $ 11,373 20.9 %
R3 - Self Storage $ 84,893 33.1 % $ 57,141 31.9 % $ 27,752 48.6 %
Commercial and Other $ 105,963 41.3 % $ 67,471 37.7 % $ 38,492 57.0 %
Total $ 256,736 100.0 % $ 179,119 100.0 % $ 77,617 43.3 %


		Nine Months Ended																				Three Months Ended																	Variance
		October 1, 2022				% of Total Sales		September 25, 2021				% of Total Sales			Variance							April 1, 2023					% of Total Sales				April 2, 2022				% of Total Sales
											$				%															$								%
New Construction - Self Storage	New Construction - Self Storage			$	212,240			29.3		%		$	157,121		32.1		%	$	55,119						35.1	%	New Construction - Self Storage		$	68,243			28.6	%			$	75,709			33.6	%			$	(7,466)	(9.9)	%
R3 - Self Storage	R3 - Self Storage	$	215,896			29.9	%	$	151,563			30.9		%	$	64,333		42.4		%	R3 - Self Storage		$	82,253				34.5		%		$	61,572			27.3		%		$	20,681			33.6		%
Commercial and Other	Commercial and Other	$	295,318			40.8	%	$	181,215			37.0		%	$	114,103		63.0		%	Commercial and Other	$	87,718				36.9		%		$	87,975			39.1		%		$	(257)			(0.3)		%
Total	Total	$	723,454			100.0	%	$	489,899			100.0		%	$	233,555		47.7		%	Total	$	238,214				100.0		%		$	225,256			100.0		%		$	12,958			5.8		%

New Construction sales ~~increased~~decreased by ~~$11.4 million and $55.1~~$7.5 million or ~~20.9% and 35.1%~~9.9% for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine months~~month period ended ~~September 25, 2021, respectively,~~April 2, 2022, primarily due to ~~commercial initiatives and strong growth related to shipments on~~ the first quarter of 2022 benefiting from pent up demand in greenfield projects caused by permitting delays associated with the COVID-19 global pandemic ~~that negatively impacted~~in the ~~first and second quarters of 2021. The Company expects that these trends will continue to impact the Company's results for the remainder of fiscal 2022.~~three month period ended April 2, 2022, offset by commercial initiatives.

R3 sales increased by ~~$27.8 million and $64.3~~$20.7 million or ~~48.6% and 42.4%~~33.6% for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine months~~month period ended ~~September 25, 2021,~~April 2, 2022, respectively, primarily due to the continued trend of new self-storage capacity being brought online through conversions and expansions coupled with the positive impacts from commercial actions. ~~The Company expects that these trends will continue to impact the Company's results for the remainder of fiscal 2022.~~

Commercial and Other sales ~~increased~~decreased by ~~$38.5 million and $114.1~~$0.3 million or ~~57.0% and 63.0%~~0.3% for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine months~~month period ended ~~September 25, 2021, respectively,~~April 2, 2022, due to ~~increases~~primarily due to the first quarter of 2022 benefiting from strong market competitions in ~~both~~ Janus Core and ASTA commercial steel roll up door ~~market, from continued strong momentum of the ASTA~~and rolling steel product line ~~and~~market, due to pent up demand in the three month period ended April 2, 2022, offset by commercial initiatives implemented due to ~~offset~~ the inflationary increases of raw materials, labor, and logistics costs.

Cost of ~~Sales~~Revenues and Gross Margin

Gross Margin increased by ~~3.7% and 0.6%~~7.1% to ~~35.9% and 33.5%~~39.2% for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022,~~2023, from ~~32.2% and 32.9%~~32.1% for the three ~~and nine months~~month period ended ~~September 25, 2021~~April 2, 2022 is primarily attributable to the decline in steel coil pricing due to supplier agreements Janus entered into in 2022, and an increase in service revenues for the three months ended April 1, 2023, primarily due to ~~continued increased raw material, labor~~project mix and ~~logistics costs which was offset by the commercial and cost containment initiatives taking effect in third quarter 2022.~~timing.

(Dollar amounts in tables in thousands)

Three Months Ended Variance
Variance
%
Cost of Sales Variance Breakdown
October 1, 2022 September 25, 2021 Domestic Acquisitions Organic Growth
(Reduction)
Organic
Growth
%
Cost of Sales $ 164,689 $ 121,481 $ 43,208 35.6 % $ 7,405 $ 35,803 29.5%

Nine Months Ended Variance
Variance
%
Cost of Sales Variance Breakdown
October 1, 2022 September 25, 2021 Domestic Acquisitions Organic Growth
(Reduction)
Organic
Growth
%
Cost of Sales $ 480,897 $ 328,594 $ 152,303 46.3 % $ 43,682 $ 108,621 33.1%


	Three Months Ended				Variance
	April 1, 2023		April 2, 2022		$		%
Product cost of revenues	$	119,347	$	134,134	$	(14,787)	(11.0)	%
Service cost of revenues	$	25,379	$	18,836	$	6,543	34.7	%
Cost of Revenues	$	144,726	$	152,970	$	(8,244)	(5.4)	%

The ~~$43.2 million and $152.3~~$8.2 million or ~~35.6% and 46.3% increase~~5.4% decrease in cost of ~~sales~~revenues for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine months~~month period ended ~~September 25, 2021, respectively,~~April 2, 2022, is primarily due to increased revenue coupled with ~~an increase~~a decrease in ~~raw material, labor,~~cost of revenues due to the commercial and logistics costs. In addition, there was an inorganic increase of $7.4 million and $43.7 million for the three and nine months period ended October 1, 2022, respectively, as a result of the DBCI and ACT acquisitions.cost containment initiatives taken in 2022.

Operating Expenses - Selling and marketing

Selling and marketing expenses increased ~~$2.9 million and $10.9~~$1.3 million or ~~26.0% and 37.6%~~10.2% from ~~$11.0 million and $29.1~~$12.6 million for the three ~~and nine months~~month period ended ~~September 25, 2021~~April 2, 2022 to ~~$13.8 million and $40.1~~$13.9 million for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 primarily due to increased travel and payroll related costs for additional headcount to support revenue growth coupled with limited travel costs in the prior year due to the pandemic. In addition, there was an increase in selling and marketing expenses of $0.2 million and $2.3 million as a result of the DBCI and ACT acquisitions for the three and nine months period ended October 1, 2022, respectively.growth.

Operating Expenses - General and administrative

General and administrative expenses increased ~~$2.9 million and $9.8~~$5.9 million or ~~12.9% and 14.7%~~23.8% from ~~$22.3 million and $66.6~~$24.8 million for the three ~~and nine months~~month period ended ~~September 25, 2021~~April 2, 2022 to ~~$25.2 million and $76.4~~$30.7 million for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022.~~2023. The increase for the three ~~and nine months~~month period is primarily due to an increase in health insurance costs, professional fees and payroll related costs for additional headcount to support the continued top line revenue ~~growth coupled with the transition to a public company which was partially offset by transaction related costs incurred in conjunction with the June 2021 Business Combination of~~

approximately $10.4 million which is not present in 2022. In addition, there was an increase in general and administrative expenses of $0.4 million and $6.2 million as a result of the DBCI and ACT acquisitions for the three and nine months period ended October 1, 2022, respectively.

~~Operating Expenses - contingent consideration and earnout fair value adjustments~~

Contingent consideration and earnout fair value adjustments decreased $0.7 million or 100.0% from the nine months period ended September 25, 2021 compared to the nine months period ended October 1, 2022 related to the change in fair value of the earnout of the 2,000,000 common stock shares that were issued and released on June 21, 2021.growth.

Income from Operations

Income from operations increased by ~~$28.7 million and $61.2~~$14.0 million or ~~117.6% and 94.3%~~40.2% from ~~$24.4 million and $64.9~~$34.9 million for the three ~~and nine months~~month period ended ~~September 25, 2021, respectively,~~April 2, 2022 to ~~$53.1 million and $126.1~~$48.9 million for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022, respectively,~~2023, primarily due to an increase in revenue and a reduction in cost of revenues, partially offset by an increase in ~~cost of sales,~~ selling and general and administrative expenses.

INTERNATIONAL

Results of Operations - Janus International- For the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 compared to the three ~~and nine months~~ month period ended ~~September 25, 2021~~April 2, 2022 (dollar amounts in thousands):

Three Months Ended
October 1, 2022 September 25, 2021 Variance
$ %
REVENUE
Sales of products $ 9,788 $ 10,192 $ (404) (4.0) %
Sales of services 7,171 7,633 (462) (6.1) %
Total revenue $ 16,959 $ 17,825 $ (866) (4.9) %
Cost of Sales 12,261 13,248 (987) (7.5) %
GROSS PROFIT $ 4,698 $ 4,577 $ 121 2.6 %
OPERATING EXPENSE
Selling and marketing 668 1,109 (441) (39.8) %
General and administrative 3,240 2,647 593 22.4 %
Operating Expenses $ 3,908 $ 3,756 $ 152 4.0 %
LOSS FROM OPERATIONS $ 790 $ 821 $ (31) 3.8 %

Nine Months Ended
October 1, 2022 September 25, 2021 Variance
$ %
REVENUE
Sales of products $ 32,763 $ 27,040 $ 5,723 21.2 %
Sales of services 22,434 21,689 745 3.4 %
Total revenue $ 55,197 $ 48,729 $ 6,468 13.3 %
Cost of Sales 40,444 35,357 5,087 14.4 %
GROSS PROFIT $ 14,753 $ 13,372 $ 1,381 10.3 %
OPERATING EXPENSE
Selling and marketing 2,146 2,782 (636) (22.9) %
General and administrative 9,867 14,853 (4,986) (33.6) %
Operating Expenses $ 12,013 $ 17,635 $ (5,622) (31.9) %
INCOME (LOSS) FROM OPERATIONS $ 2,740 $ (4,263) $ 7,003 (164.3) %


	Three Months Ended				Variance
	April 1, 2023		April 2, 2022
					$		%
REVENUE
Product revenues	$	13,106	$	10,798	$	2,308	21.4	%
Service revenues	8,466		7,116		1,350		19.0	%
Total revenues	$	21,572	$	17,914	$	3,658	20.4	%
Product cost of revenues	8,458		8,088		370		4.6	%
Service cost of revenues	6,523		5,553		$	970	17.5	%
Cost of Revenues	14,981		13,641		1,340		9.8	%
GROSS PROFIT	$	6,591	$	4,273	$	2,318	54.2	%
OPERATING EXPENSE
Selling and marketing	923		732		191		26.1	%
General and administrative	3,389		3,292		97		2.9	%
Operating Expenses	$	4,312	$	4,024	$	288	7.2	%
INCOME FROM OPERATIONS	$	2,279	$	249	$	2,030	815.3	%

Revenue (dollar amounts in tables in thousands)

Three Months Ended Variances
Variance
%
Revenue Variance
Breakdown
October 1, 2022 September 25, 2021 Organic
Growth Organic
Growth
Sales of products $ 9,788 $ 10,192 $ (404) (4.0) % $ (404) (4.0) %
Sales of services $ 7,171 $ 7,633 $ (462) (6.1) % $ (462) (6.1) %
Total $ 16,959 $ 17,825 $ (866) (4.9) % $ (866) (4.9) %

Nine Months Ended Variances
Variance
%
Revenue Variance
Breakdown
October 1, 2022 September 25, 2021 Organic
Growth Organic
Growth
Sales of products $ 32,763 $ 27,040 $ 5,723 21.2 % $ 5,723 21.2 %
Sales of services $ 22,434 $ 21,689 $ 745 3.4 % $ 745 3.4 %
Total $ 55,197 $ 48,729 $ 6,468 13.3 % $ 6,468 13.3 %


	Three Months Ended				Organic Growth
	April 1, 2023		April 2, 2022		$		%
Product revenues	$	13,106	$	10,798	$	2,308	21.4	%
Service revenues	$	8,466	$	7,116	$	1,350	19.0	%
Total	$	21,572	$	17,914	$	3,658	20.4	%

The ~~$0.9~~$3.7 million ~~revenue decrease and $6.5 million revenue increase includes a 4.9% and 13.3%~~or 20.4% increase in revenue is due to organic growth driven by increased sales volumes, ~~due to~~ improved market conditions and commercial actions ~~instituted in 2021.~~instituted.

The following table illustrates the sales by channel for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022~~2023 and ~~September 25, 2021.~~April 2, 2022.

(Dollar amounts in tables in thousands)


		Three Months Ended						% of Total Sales				Variance							Three Months Ended												% of Total Sales				Variance
		October 1, 2022		% of Total Sales		September 25, 2021				$				%			April 1, 2023				% of Total Sales				April 2, 2022								$				%
New Construction - Self Storage	New Construction - Self Storage	$	13,187	77.8	%	$	12,436			69.8	%			$	751			6.0%		New Construction - Self Storage	$	18,538			85.9	%			$	11,897			66.4	%			$	6,641			55.8%
R3 - Self Storage	R3 - Self Storage	3,772		22.2	%	$	5,389	30.2	%			$	(1,617)			(30.0)	%	R3 - Self Storage	3,034				14.1	%			$	6,017			33.6	%			$	(2,983)			(49.6)	%
Total	Total	$	16,959	100.0	%	$	17,825	100.0	%			$	(866)			(4.9)	%	Total	$	21,572			100.0	%			$	17,914			100.0	%			$	3,658			20.4	%

Nine Months Ended

% of Total
Sales
Variance
October 1, 2022

% of Total
Sales
September 25, 2021 $ %
New Construction - Self Storage $ 39,969 72.4 % $ 34,187 70.2 % $ 5,782 16.9 %
R3 - Self Storage $ 15,228 27.6 % $ 14,542 29.8 % $ 686 4.7 %
Total $ 55,197 100.0 % $ 48,729 100.0 % $ 6,468 13.3 %

New Construction sales increased by ~~$0.8 million and $5.8~~$6.6 million or ~~6.0% and 16.9%~~55.8% to ~~$13.2 million and $40.0 million from $12.4 million and $34.2~~$18.5 million for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022 and September 25, 2021~~2023 compared to $11.9 million for the three month period ended April 2, 2022. The increase was due to increased volumes, commercial actions, and ~~improved market conditions as the international market continues to open up after the COVID-19 pandemic.~~higher occupancy rates at existing facilities.

R3 sales decreased by ~~$1.6~~$3.0 million or ~~30.0%~~49.6% to ~~$3.8~~$3.0 million for the three ~~months~~month period ended ~~October~~April 1, ~~2022~~2023 from ~~$5.4~~$6.0 million for the three ~~months~~month period ended ~~September 25, 2021~~April 2, 2022 primarily due to project timing and mix factors affecting the ~~third~~first quarter of 2022. R3 sales increased by $0.7 million or 4.7% to $15.2 million for the nine months period ended October 1, 2022 from $14.5 million for the nine months period ended September 25, 2021 primarily due to increased volumes, commercial actions, and improved market conditions as the international market continues to open up after the COVID-19 pandemic.2023.

Cost of ~~Sales~~Revenues and Gross Margin

Gross Margin increased by ~~2.0% and decreased by 0.7%~~6.7% to ~~27.7% and 26.7%~~30.6% for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022,~~2023, from ~~25.7% and 27.4%~~23.9% for the three ~~and nine~~ month period ended ~~September 25, 2021.~~April 2, 2022. The increase in the Gross Margin for three ~~months~~month period ended ~~October~~April 1, ~~2022~~2023 is due primarily to increased revenue resulting in improved absorption. The decline for the nine months period ended October 1, 2022 is the result of higher raw material, labor and logistics costs and an increase in mezzanine product sales which have a lower margin profile than typical product offerings as these products are buy-resale, coupled with increased overhead costs as the business continues to add infrastructure to support the strategic growth plan.

4132

(Dollar amounts in tables in thousands)

Three Months Ended Variance
Variance
%
Cost of Sales Variance Breakdown
October 1, 2022 September 25, 2021 Organic
Growth Organic
Growth
%
Cost of Sales $ 12,261 $ 13,248 $ (987) (7.5) % $ (987) (7.5) %

Nine Months Ended Variance
Variance
%
Cost of Sales Variance Breakdown
October 1, 2022 September 25, 2021 Organic
Growth Organic
Growth
%
Cost of Sales $ 40,444 $ 35,357 $ 5,087 14.4 % $ 5,087 14.4 %


	Three Months Ended				Variance
	April 1, 2023		April 2, 2022		$		%
Product cost of revenues	$	8,458	$	8,088	$	370	4.6	%
Service cost of revenues	$	6,523	$	5,553	$	970	17.5	%
Cost of Sales	$	14,981	$	13,641	$	1,340	9.8	%

Cost of ~~sales decreased by $1.0 million and~~revenues increased by ~~$5.1~~$1.3 million or ~~(7.5%) and 14.4%~~9.8% from ~~$13.2 million and $35.4~~$13.6 million for the three ~~and nine months~~month period ended ~~September 25, 2021,~~April 2, 2022, to ~~$12.3 million and $40.4~~$15.0 million for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022 with a 13.3%~~2023, due to an increase in revenues coupled with an increase in raw material costs related to an increase in mezzanine product sales.

Operating Expenses - Selling and marketing

Selling and marketing expense ~~decreased~~increased by ~~$0.4 million and $0.6~~$0.2 million or ~~(39.8%) and (22.9%)~~26.1% from ~~$1.1 million and $2.8~~$0.7 million for the three ~~and nine months~~month period ended ~~September 25, 2021~~April 2, 2022 to ~~$0.7 million and $2.1~~$0.9 million for the three ~~and nine months~~month period ended ~~October~~April 1, ~~2022.~~2023.

Operating Expenses - General and administrative

General and administrative expenses increased by ~~$0.6 million and decreased by $5.0~~$0.1 million or ~~22.4% and (33.6%)~~2.9% from ~~$2.6 million and $14.9~~$3.3 million for the three ~~and nine months~~month period ended ~~September 25, 2021~~April 2, 2022 to ~~$3.2 million and $9.9~~$3.4 million for the period ended ~~October~~April 1, ~~2022. The decrease for the nine months period is primarily due to bonus expense related to the Business Combination that are not present in the current periods.~~2023.

Income from Operations

Income from operations ~~was flat~~increased from ~~$0.8~~$0.2 million ~~in income from operations~~ for the three ~~months~~month period ended ~~September 25, 2021~~April 2, 2022 to ~~$0.8~~$2.3 million ~~in income from operations~~ for the three ~~months~~month period ended ~~October~~April 1, ~~2022. Income from operations increased by $7.0 million or 164.3% from $4.3 million in loss from operations~~2023. The increase for the ~~nine months~~ period ~~ended September 25, 2021 to $2.7 million in income from operations for the nine months period ended October 1, 2022~~is primarily due to an increase in ~~revenue and a decrease in general and administrative expenses.~~revenue.

Non-GAAP Financial Measure

Janus uses measures of performance that are not required by or presented in accordance with GAAP in the United States. Non-GAAP financial performance measures are used to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis.

Janus presents Adjusted EBITDA which is a non-GAAP financial performance measure, which excludes from reported GAAP results, the impact of certain items consisting of acquisition events and other non-recurring charges. Janus believes such expenses, charges, and gains are not indicative of normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years and with peer group companies.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure used by Janus to evaluate its operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. Accordingly, Janus believes these measures provide useful information to investors and others in understanding and evaluating Janus’ operating results in the same manner as its management and board of directors. In addition, they provide useful measures for period-to-period comparisons of Janus’ business, as they remove the effect of certain non-cash items and certain variable charges. Adjusted EBITDA is defined as net income excluding interest expense, income taxes, depreciation expense, amortization, and other non-operational, non-recurring items.

Adjusted EBITDA should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), which is the nearest GAAP equivalent of Adjusted EBITDA. These limitations include that the non-GAAP financial measures:

•exclude depreciation and amortization, and although these are non-cash expenses, the assets being depreciated may be replaced in the future;

•do not reflect interest expense, or the cash requirements necessary to service interest on debt, which reduces cash available;

•do not reflect the provision for or benefit from income tax that may result in payments that reduce cash available;

•exclude non-recurring items which are unlikely to occur again and have not occurred before (e.g., the extinguishment of debt); and

•may not be comparable to similar non-GAAP financial measures used by other companies, because the expenses and other items that Janus excludes in the calculation of these non-GAAP financial measures may differ from the expenses and other items, if any, that other companies may exclude from these non-GAAP financial measures when they report their operating results.

Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with GAAP.

The following table present a reconciliation of net income to Adjusted EBITDA for the periods indicated (dollar amounts in tables in thousands):
Three Months Ended
October 1, 2022 September 25, 2021 Variance
$ %
Net Income $ 32,399 $ 15,542 $ 16,857 108.5%
Interest Expense 10,979 7,664 3,315 43.3%
Income Taxes 10,575 3,382 7,193 212.7%
Depreciation 1,982 1,699 283 16.7%
Amortization 7,408 8,229 (821) (10.0)%
EBITDA $ 63,343 $ 36,516 $ 26,827 73.5%
Loss (gain) on extinguishment of debt(1)
— — — 100.0%
COVID-19 related expenses(2)
— 1,030 (1,030) (100.0)%
Transaction related expenses(3)
— — — 100.0%
Facility relocation(4)
— 35 (35) (100.0)%
Share-based compensation(5)
— — — 100.0%
Acquisition expense(6)
(40) — (40) 100.0%
Severance and transition costs (7)
— — — 100.0%
Change in fair value of contingent consideration(8)
— — — 100.0%
Change in fair value of derivative warrant liabilities(9)
— (1,271) 1,271 (100.0)%
Adjusted EBITDA $ 63,303 $ 36,310 $ 26,993 74.3%

Nine Months Ended
October 1, 2022 September 25, 2021 Variance
$ %
Net Income $ 74,940 $ 28,566 $ 46,374 162.3%
Interest Expense 28,622 23,265 5,357 23.0%
Income Taxes 24,984 5,787 19,197 331.7%
Depreciation 5,817 4,678 1,139 24.3%
Amortization 22,278 21,852 426 1.9%
EBITDA $ 156,641 $ 84,148 $ 72,493 86.1%
Loss (gain) on extinguishment of debt(1)
— 2,415 (2,415) (100.0)%
COVID-19 related expenses(2)
109 1,240 (1,131) (91.2)%
Transaction related expenses(3)
— 10,398 (10,398) (100.0)%
Facility relocation(4)
620 102 518 507.8%
Share-based compensation(5)
— 5,210 (5,210) (100.0)%
Acquisition expense(6)
782 — 782 100.0%
Severance and transition costs (7)
500 — 500 100.0%
Change in fair value of contingent consideration(8)
— 687 (687) (100.0)%
Change in fair value of derivative warrant liabilities(9)
— 658 (658) (100.0)%
Adjusted EBITDA $ 158,652 $ 104,858 $ 53,794 51.3%


	Three Months Ended				Variance
	April 1, 2023		April 2, 2022
					$		%
Net Income	$	25,982	$	19,704	$	6,278	31.9%
Interest Expense	15,998		8,775		7,223		82.3%
Income Taxes	9,017		6,607		2,410		36.5%
Depreciation	2,180		1,857		323		17.4%
Amortization	7,416		7,225		191		2.6%
EBITDA	$	60,593	$	44,168	$	16,425	37.2%
COVID-19 related expenses(1)	—		109		(109)		(100.0)%
Restructuring charges(2)	590		103		487		472.8%
Acquisition Expense(3)	—		287		(287)		(100.0)%
Adjusted EBITDA	$	61,183	$	44,667	$	16,516	37.0%

(1)Adjustment for loss (gain) on extinguishment of debt regarding the write off of unamortized fees and third-party fees as a result of the debt modification completed in February 2021 and the prepayment of debt in the amount of $61.6 million that occurred on June 7, 2021 in conjunction with the Business Combination. See “~~Liquidity and Capital Resources”~~ ~~section.~~

~~(2)~~Adjustment consists of signage, cleaning and supplies to maintain work environments necessary to adhere to CDC guidelines during the COVID-19 pandemic. See “Impact of COVID-19” section.

~~(3)~~(2)~~Transaction related expenses incurred as a result~~Adjustments consist of the ~~Business Combination on June 7, 2021 which consist of employee bonuses~~following: 1) facility relocations, 2) severance and ~~the transaction cost allocation.~~

~~(4)Expenses related to the facility relocation for ASTA and Janus Core.~~

~~(5)Share-based compensation expense associated with Midco, LLC Class B Common units that fully vested at the date of the Business Combination.~~

~~(6)Expenses related to the transition services agreement for the DBCI acquisition which closed August 18, 2021.~~

~~(7)Reflects one-time~~hiring costs associated with our strategic transformation, including executive leadership team changes, strategic business assessment and transformation projects.

~~(8)~~(3)~~Adjustment~~Expenses related to the ~~change in fair value of contingent consideration related to~~transition services agreement for the ~~earnout of the 2,000,000 common stock shares that were issued and released on June 21,~~DBCI acquisition which closed August 18, 2021.

~~(9)Adjustment related to the change in fair value of derivative warrant liabilities for the private placement warrants.~~

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. In doing so, we review and analyze our current cash on hand, days sales outstanding, inventory turns, days payable outstanding, capital expenditure forecasts, interest and principal payments on debt and income tax payments.

Our primary sources of liquidity include cash balances on hand, cash flows from operations, proceeds from equity, debt offerings and borrowing availability under our existing credit facility. We believe our operating cash flows, along with funds available under the line of credit, provide sufficient liquidity to support Janus’ short and long-term liquidity and financing needs, which are working capital requirements, capital expenditures, service of indebtedness, as well as to finance acquisitions.

Financial Policy

Our financial policy seeks to: (i) selectively invest in organic and inorganic growth to enhance our portfolio, including certain strategic capital investments and (ii) maintain appropriate leverage by using free cash flows to repay outstanding borrowings.

Liquidity Policy

We maintain a strong focus on liquidity and define our liquidity risk tolerance based on sources and uses to maintain a sufficient liquidity position to meet our obligations under both normal and stressed conditions. At Janus, we manage our liquidity to provide access to sufficient funding to meet our business needs and financial obligations, as well as capital allocation and growth objectives, throughout business cycles.

~~Cash Management~~

Janus manages its operating cash management activities through banking relationships for the domestic entities and international entities. Domestic subsidiaries monitor cash balances on a monthly basis and excess cash is transferred to Janus to pay down intercompany debt,

interest on the intercompany debt and intercompany sales of products and materials and other services. International subsidiaries monitor excess cash balances on a periodic basis and transfer excess cash flow to Janus in the form of a dividend. Janus compiles a monthly standalone business unit and consolidated 13-week cash flow forecast to monitor various cash activities and forecast cash balances to fund operational activities.

~~Holding Company Status~~

The Company was formed to consummate the Business Combination and act as a holding company of Janus Core, as such it owns no material assets and does not conduct any business operations of its own. As a result, the Company is largely dependent upon cash dividends and distributions and other transfers from its subsidiaries to meet obligations. The agreements governing the indebtedness of our subsidiaries impose restrictions on our subsidiaries’ ability to pay dividends or make other distributions to us.

~~Foreign Exchange~~

We have operations in various foreign countries, principally the United States, the United Kingdom, France, Australia, and Singapore. Therefore, changes in the value of the related currencies affect our financial statements when translated into U.S. dollars.

LIBOR Reform

In connection with the potential transition away from the use of the ~~LIBOR~~London Interbank Offered Rate (“LIBOR”) as an interest rate benchmark, we are currently in the process of identifying and managing the potential impact to Janus. The majority of Janus’ exposure to LIBOR relates to the Amendment No. 4 ~~1st~~First Lien note payable which is discussed further below.

Debt Profile (dollar amounts in table in thousands)


		Principal Amount			Issuance Date	Maturity Date		Interest Rate	Net Carrying Value					Principal Amount					Issuance Date			Maturity Date		Interest Rate			Net Carrying Value
							October 1, 2022		January 1, 2022												April 1, 2023					December 31, 2022
Notes Payable - Amendment No. 4 1st Lien			$	726,413		February 12, 2018		February 12, 2025	6.37%1		$	716,329					$	722,379
Notes Payable - Amendment No. 4 First Lien													Notes Payable - Amendment No. 4 First Lien		$	726,413				February 12, 2018			February 12, 2025		8.09%1			$	662,295		$	714,312
Financing leases	Financing leases								1,260		—		Financing leases														2,044			1,043
Total principal debt	Total principal debt								717,589		722,379		Total principal debt														664,339			715,355
Less unamortized deferred finance fees									8,021		10,594
Less current portion of long-term debt									8,379		8,067
Less: unamortized deferred finance fees													Less: unamortized deferred finance fees														5,872			7,158
Less: current portion of long-term debt													Less: current portion of long-term debt														8,649			8,347
Long-term debt, net of current portion	Long-term debt, net of current portion								$	701,189	$	703,718	Long-term debt, net of current portion														$	649,818		$	699,850

(1)The interest rate on the Amendment No. 4 ~~1st~~First Lien term loan as of ~~October~~April 1, ~~2022,~~2023, was ~~6.37%~~8.09%, which is a variable rate based on LIBOR, subject to a 1.00% floor, plus an applicable margin percent of 3.25%.

As of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, the Company maintained one letter of credit totaling approximately $0.4 million and $0.4 million, respectively, on which there were no balances due.

On August 18, 2021, the Company completed a refinancing in the form of ~~that certain First Lien~~the Amendment No. 4 First Lien, in which the principal terms of the amendment were a reduction in the overall interest rate based upon the loan type chosen, new borrowings of $155.0 million and a consolidation of the prior outstanding tranches into a single tranche of debt with the syndicate. The Amendment No.4 First Lien is comprised of a syndicate of lenders originating on August 18, 2021 in the amount of $726.4 million 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 30, 2021 with the remaining principal due on the maturity date of February 12, 2025. As chosen by the Company, the amended loan bears interest at a floating rate per annum consisting of LIBOR, plus an applicable margin percent (effective rate of ~~6.37%~~8.09% as of ~~October~~April 1, ~~2022)~~2023). ~~Unamortized~~The debt issuance costs are approximately $8.0 million at October 1, 2022. This refinancing amendment was accounted for as modification of existing terms and as such no gain or loss was recognized for this transaction and any third party fees were expensed with bank fees, original issue discount and charges capitalized and are being amortized as a component of interest expense over the remaining loan term.

On February 5, 2021, Janus completed a repricing of its First Lien and First Lien B2 Term Loans in order to take advantage of available lower interest rates. The repricing allowed the Company to combine the two First Lien Term Loans into one Term Loan.is secured by substantially all business assets.

The revolving line of credit facility and Amendment No. 4 ~~1st~~First Lien note payable contain affirmative and negative covenants, including limitations on, subject to certain exceptions, the incurrence of indebtedness, the incurrence of liens, fundamental changes, dispositions, restricted payments, investments, transactions with affiliates as well as other covenants customary for financings of these types.

4535

The line of credit facility also includes a financial covenant, applicable only when the excess availability is less than the greater of (i) 10% of the lesser of the aggregate commitments under the line of credit facility and the borrowing base, and (ii) $5.0 million. In such circumstances, we would be required to maintain a minimum fixed charge coverage ratio for the trailing four quarters equal to at least 1.0 to 1.0; subject to our ability to make an equity cure (no more than twice in any four quarter period and up to five times over the life of the facility). As of ~~October~~April 1, ~~2022,~~2023, we were compliant with our covenants under the agreements governing our outstanding indebtedness.

On August 18, 2021, the Company increased the existing available line of credit facility with a domestic bank, from $50.0 million to $80.0 million, incurred additional fees for this amendment of $0.4 million and extended the maturity date from February 12, 2023 to August 12, 2024. There was $— ~~and $6.4~~ million outstanding balance on the line of credit as of ~~October~~April 1, ~~2022~~2023 and ~~January 1, 2022, respectively.~~December 31, 2022. The interest rate on the facility is based on a Base Rate, unless a LIBOR Rate option is chosen by Janus. If the LIBOR Rate is elected, the interest computation is equal to the LIBOR Rate, subject to a 1.00% floor, 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 ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022 the interest rate in effect for the facility was ~~6.5%~~8.3% and ~~3.5%~~7.8%, respectively. The line of credit is secured by accounts receivable and inventories.

On February 12, 2018, Janus entered into a revolving line of credit facility with a domestic bank replacing the predecessor revolving line of credit. The line of credit facility was originally for $50.0 million with interest payments due in arrears that matures on February 12, 2023. The available line of credit and maturity date was amended on August 18, 2021 to August 12, 2024.

Statement of cash flows

The following table presents a summary of cash flows from operating, investing and financing activities for the following comparative periods. For additional detail, please see the Condensed Consolidated Statements of Cash Flows in the Unaudited Condensed Consolidated Financial Statements.

~~Nine~~Three month period ended ~~October~~April 1, ~~2022~~2023 compared to the ~~nine~~three month period ended ~~September 25, 2021:~~April 2, 2022:

(dollar amounts in thousands)


		October 1, 2022				September 25, 2021				Variance							April 1, 2023				April 2, 2022		Variance
								$				%							$				%
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities			$	62,591			$	59,683			$	2,908			4.9			%	Net cash provided by (used in) operating activities	$	50,246	$	24,777	$	25,469		102.8	%
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(7,789)				(195,565)				187,776				(96.0)	%	Net cash provided by (used in) investing activities	(7,055)				(2,880)		(4,175)		145.0		%
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(12,557)				99,707				(112,264)				(112.6)	%	Net cash provided by (used in) financing activities	(52,158)				(8,405)		(43,753)		520.6		%
Effect of foreign currency rate changes on cash	Effect of foreign currency rate changes on cash	(102)				142				(244)				(171.8)	%	Effect of foreign currency rate changes on cash	233				(58)		291		(501.7)		%
Net increase (decrease) in cash and cash equivalents		$	42,143			$	(36,033)			$	78,176			(217.0)	%
Net increase (decrease) in cash																Net increase (decrease) in cash	$	(8,734)			$	13,434	$	(22,168)	(165.0)		%

Net cash provided by operating activities

Net cash provided by operating activities increased by ~~$2.9~~$25.5 million to ~~$62.6~~$50.2 million for the ~~nine~~three month period ended ~~October~~April 1, ~~2022~~2023 compared to ~~$59.7~~$24.8 million for the ~~nine~~three month period ended ~~September 25, 2021.~~April 2, 2022. This was primarily due to an increase of ~~$47.9~~$7.5 million to net income ~~adjusted for non-cash items~~ and noncash adjustments, as well as gaining efficiencies within our net working capital balances as the three month period ended April 2, 2022 had an ~~investment~~increase in net working capital balances of ~~$43.3~~$7.9 million, ~~to continue to support revenue growth, which was driven by~~while the three month period ending April 1, 2023 had a ~~$24.6 million increase in accounts receivable and deferred revenue offset by a $4.0 million improvement in prepaid and other current assets, $6.0 million improvement in inventory, $17.6 million~~ decrease ~~in accounts payable and a $11.0 million decrease in other accrued expenses. Additionally, there was a $1.7 million decrease in other assets and long-term liabilities.~~of net working capital balances of $10.1 million.

Net cash used in investing activities

Net cash used in investing activities ~~decreased~~increased by ~~$187.8~~$4.2 million for the ~~nine~~three month period ended ~~October~~April 1, ~~2022~~2023 as compared to the ~~nine~~three month period ended ~~September 25, 2021.~~April 2, 2022. This ~~decrease~~increase was driven ~~primarily~~ by ~~the acquisition of DBCI, ACT and G&M Stor-More Pty Ltd. with the net payments of $169.0~~$3.2 million ~~$9.2 million and $1.6 million, respectively, and an~~ increase in capital expenditures ~~predominately related to a purchase of a new Texas building for $9.0 million to continue to support our strategic growth initiatives present in 2021, which was partially offset by~~and a $1.0 million increase in ~~capital expenditures~~cash paid for the Indemnity holdback liability related to the ACT acquisition for the period ended ~~October~~April 1, ~~2022~~2023 as compared with the period ended ~~September 25, 2021~~April 2, 2022 to continue to support our strategic growth initiatives.

Net cash used in financing activities

Net cash used in financing activities ~~decreased~~increased by ~~$112.3~~$43.8 million for the period ended ~~October~~April 1, ~~2022~~2023 as compared to the period ended ~~September 25, 2021.~~April 2, 2022. This ~~decrease~~increase was driven primarily by ~~a decrease of $155.0 million in issuance of long-term debt related to the DBCI acquisition, $58.8 million~~an increase in principal payments ofon long-term debt ~~$25.7~~due to a $50.0 million voluntary principal payment in the period ended April 1, 2023, this was partially offset by a $6.4 million payment on the line of credit ~~and a $4.2 million decrease in net distributions paid to members. The decrease~~ in the principal payments of long-term debt was primarily attributed to the prepayment of approximately $61.6 million of existing 1st Lien Term Loan Debt upon the closing of the Business Combination in June 2021. As a result of the Business Combination, the Company received $334.9 million related to proceeds from the merger and $250.0 million in proceeds from the PIPE Investment. In addition, the Company paid $541.7 million to Midco, LLC unitholders and $44.5 million in transaction costs.

period ended April 2, 2022.

Capital allocation strategy

We continually assess our capital allocation strategy, including decisions relating to M&A, dividends, stock repurchases, capital expenditures, and debt pay-downs. The timing, declaration and payment of future dividends, falls within the discretion of ~~Janus’~~Janus’s Board of Directors and will depend upon many factors, including, but not limited to, ~~Janus’~~Janus’s financial condition and earnings, the capital requirements of the business, restrictions imposed by applicable law, and any other factors the Board of Directors deems relevant from time to time.

Contractual Obligations

Summarized below are our contractual obligations as of ~~October~~April 1, ~~2022~~2023 and their expected impact on our liquidity and cash flows in future periods (dollar amounts in thousands):

Total Less than 1 year 1-3 years 3-5 years Thereafter
Long-Term Debt Obligations $ 717,589 $ 2,102 $ 14,801 $ 700,678 $ 8
Long-Term Supply Contracts (1)
45,781 45,781 — — —
Other Long-Term Liabilities (2)
46,981 1,342 11,046 8,697 25,896
Total $ 810,351 $ 49,225 $ 25,847 $ 709,375 $ 25,904


	Total		2023		2024-2025		2026-2027		Thereafter
Debt Obligations	$	664,339	$	6,524	$	657,507	$	297	$	11
Supply Contracts (1)	20,756		7,576		13,180		—		—
ASC 842 Liabilities	45,043		4,425		10,021		8,050		22,547
Total	$	730,138	$	18,525	$	680,708	$	8,347	$	22,558

(1)~~Long-Term~~ Supply Contracts relate to the multiple fixed price agreements.

~~(2)Other Long-Term Liabilities relate to operating lease liabilities.~~

~~Long-Term~~ Debt Obligations is comprised of an Amendment No 4 First Lien Term Loan (see Note 8 to our Unaudited Condensed Consolidated Financial Statements in this Form 10-Q for a further discussion) that expires on February 12, 2025. The Company’s intention is to amend and extend or refinance this loan well in advance of the current maturity date. In addition, the Company has finance lease liabilities included in long-term debt.

~~Other Long-Term Liabilities~~ASC 842 liabilities consist of operating lease liabilities for real and personal property leases with various lease expiration dates (see Note 149 to our Unaudited Condensed Consolidated Financial Statements in this Form 10-Q for a further discussion). The amount listed in the thereafter category is primarily comprised of five real property leases with expiration dates ranging from 2026 – 2036.

The table above does not include warranty liabilities because it is not certain when this liability will be funded and because this liability is considered immaterial.

In addition to the contractual obligations and commitments listed and described above, ~~Janus~~the Company also had another commitment for which it is contingently liable as of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022 consisting of an outstanding letter of credit of $0.4 million.

Critical Accounting Policies and Estimates

For the critical Accounting Policies and Estimates used in preparing Janus’ Unaudited Condensed Consolidated Financial Statements, Janus makes assumptions, judgments and estimates that can have a significant impact on its revenue, results from operations, and net income, as well as on the value of certain assets and liabilities on its consolidated balance sheets. Janus bases its assumptions, judgments and estimates on historical experience and various other factors that Janus believes to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. The Company’s critical accounting estimates requiring significant judgement that could materially impact the Company's results of operations, financial position and cash flows are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended ~~January 1,~~December 31, 2022. Since the date of the Company’s most recent Annual Report, there have been no material changes in the Company’s critical accounting estimates or ~~assumptions other than the following.~~

~~Emerging Growth Company Status~~

Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by the FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. Janus qualifies as an emerging growth company. Janus intends to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information you receive from other public companies.

~~Allowance for credit losses~~

On January 2, 2022, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) (“CECL”), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. The Company selected the loss-rate method to be used in the CECL analysis for trade receivables and contract assets.

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.

~~See Note 2 to our Unaudited Condensed Consolidated Financial Statements for further discussion of allowance for credit losses.~~assumptions.

Recently Issued Accounting Standards

See Note 2 to our Condensed Unaudited Condensed Consolidated Financial Statements in this Form 10-Q for a discussion of recently issued ~~and adopted~~ accounting pronouncements.

4837

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in exposures to market risk since ~~January 1,~~December 31, 2022. For information regarding our exposure to certain market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the fiscal year ended ~~January 1,~~December 31, 2022.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our ~~management, with the participation of our~~ Chief Executive Officer and Chief Financial Officer, with the participation of certain members of management (collectively “the management team”) evaluated the effectiveness of our disclosure controls and procedures as of April 1, 2023, the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission, or SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the ~~company’s~~Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As discussed in Item 9A “Controls and Procedures” in our 2021 Annual Report on Form 10-K, the Company identified unremediated material weaknesses related to the Control Environment and Control Activities elements established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”) as of December ~~26, 2020.~~31, 2022.

Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this ~~Form~~form 10-Q, our Chief Executive Officer and Chief Financial Officer concluded, ~~that,~~ as of such date, our disclosure controls and procedures were ineffective due to the existence of the material weaknesses discussed further below.

Changes in Internal Control Over Financial Reporting

~~Other than the remediation activities described below, there were~~There have been no changes in ~~our~~the Company’s internal control over financial reporting ~~identified in connection with the evaluation required by Rule 13a-15(d) or 15d-15(d) of the Exchange Act~~ during the ~~period covered by this Quarterly Report on Form 10-Q,~~quarter ended April 1, 2023, that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

Remediation of Material Weaknesses

Remediation of the identified material weaknesses and strengthening our internal control environment is a priority for us.Management ~~is actively engaged in the implementation of remediation plans~~continues to ~~address~~make progress towards remediating the control deficiencies contributing to the material weaknesses. The ~~remediation~~remedial actions include, but are not limited to, the following:

~~Entity Level Controls~~• – In an effort to provide additional support, oversight and accountability over the performance of controls, the Company recently hired a Tax Director and a SEC Reporting Manager and is actively recruiting for other key financial reporting positions. Management will continue to assess the composition of its resource needs, both internal and external, which may include adding additional accounting and compliance resources at both the corporate and subsidiary levels. Management may also consider engaging additional third-party advisors when necessary to supplement its existing resources.

As previously disclosed, the Company hired a Director of Internal Audit and has engaged third-party consultants to manage the Company’s SOX 404 assessment of internal control over financial reporting as well as monitoring management’s remediation efforts.

Further, the Company has increased our personnel resources and technical accounting expertise within the accounting function with the hiring of a new Chief Financial Officer as of July 1, 2022, as disclosed on Form 8-K filed with the Securities and Exchange Commission. Further, we’ve hired additional personnel for the accounting and information technology function in order to address inadequate segregation of duties and provide proper oversight in connection with financial reporting. Specific corrective actions are also underway to address the deficiencies related to the material weaknesses. We have also entered into an agreement and are currently working with a third-party consultant to assist with the efforts to effectively remediate the identified material weaknesses.

General Information Technology ~~General Controls~~ ~~- User access assessments for logical security (roles and privileges) are being performed and periodic user access reviews for key IT systems are being implemented.All IT processes will be centrally managed and IT Management will transition certain hosting and administration responsibilities from third-parties.~~

~~Management Review~~ Controls – Management ~~is enhancing the~~will design and implement controls to monitor user access and segregation of ~~and implementing controls around the rigor of the review process over revenue, income taxes, complex non-routine transactions, and other business processes.~~

~~Financial Reporting~~ ~~– Management is enhancing the design of controls over the processes and disclosures of amounts~~duties in a timely manner to key information systems used in the financial ~~statements including~~reporting process. Additionally, management will create a transaction log of administrative users’ activity and review for unauthorized activity.

•Revenue - As part of the financial statement close process, management will: 1) provide additional oversight to project managers around the review of the ~~completeness~~job completion progress on open installation projects; 2) design management review controls over the stand-alone selling price on contracts with multiple performance obligations; and ~~accuracy~~3) design and implement controls over cutoff for certain point-in-time revenue and maintain adequate documentation of controls which ensure the ~~underlying support of amounts contained~~proper cutoff for point in ~~the financial statements.~~time revenue.

The Company has undertaken an initial assessment of the design and implementation of controls over financial reporting. The initial assessment, which is still underway, has identified additional control gaps within business process level and information technology controls.

The material weaknesses cannot be considered remediated until the applicable controls have been ~~identified~~designed and implemented and have operated for a sufficient period of time, and management has concluded, through testing, that these controls are operating effectively.

Limitations on Effectiveness of Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions, and cannot provide absolute assurance that its objectives will be met. Management continues to refine and assess its overall control environment.

5038

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

See Note 1816 to the Consolidated Financial Statements, which is incorporated herein by reference.

Item 1A. Risk Factors

For information regarding factors that could affect the Company’s results of operations, financial condition, and liquidity, see the risk factors discussed in Part I, Item 1A “Risk Factors” in our ~~2021~~2022 Annual Report on Form 10-K for the fiscal year ended ~~January 1,~~December 31, 2022. ~~Except for the risk factor below, there have been no material changes to the risk factors disclosed in Part I, Item 1A of our 2021 Annual Report on Form 10-K.~~

~~The ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations~~

Due to the international scope of our operations, political, economic, and other conditions in foreign countries and regions, including geopolitical risks such as the current conflict between Russia and Ukraine, may adversely affect our business and results of operations. As a result of the Russia-Ukraine conflict and related sanctions, energy and commodity prices have spiked upwards, and foreign trade transactions and supply chains have been severely affected. Some of our logistics suppliers and suppliers of component parts have increased their prices as well, and prices charged by any alternative suppliers may not be as favorable as those we had obtained in the past. At this time, we cannot reasonably estimate the full impact of the conflict between Russia and Ukraine on the global economy and our business. However, ensuing economic conditions may negatively affect potential and existing customers in certain of our end markets, which could potentially result in declines in demand for our products. If the Russia-Ukraine conflict and related political tensions escalate, our business, financial position, results of operations and cash flows may further be adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

5139

Item 6. Exhibits.

Exhibit Number

Description

~~2.1~~

Business Combination Agreement, dated December 21, 2020, by and among Juniper Industrial Holdings, Inc., Janus Parent, Inc., Janus Midco, LLC, Jupiter Management Holdings, LLC, Jupiter Intermediate Holdco, LLC and the other parties named therein (included as Annex A to the Definitive Proxy Statement/Prospectus filed on May 7, 2021).

~~2.2~~

First Amendment to Business Combination Agreement, dated April 6, 2021, by and among Juniper Industrial Holdings, Inc., Janus Midco, LLC, Cascade GP, LLC and the other parties named therein (incorporated by reference to Exhibit 2.2 of the Registration Statement on Form S-4/A filed with the SEC on April 6, 2021).

3.1

Amended and Restated Certificate of Incorporation of Janus International Group, Inc., filed with the Secretary of State of Delaware on June 7, 2021 (incorporated by reference to Exhibit 3.1 to Janus International Group, Inc.’s Form 8-K filed on June 11, 2021).

3.2

Amended and Restated Bylaws of Janus International Group, Inc., filed with the Secretary of State of Delaware on June 7, 2021 (incorporated by reference to Exhibit 3.2 to Janus International Group, Inc.’s Form 8-K filed on June 11, 2021).

~~4.1~~10.1+

~~Specimen Common~~Form of Restricted Stock ~~Certificate (incorporated by reference to Exhibit 4.1~~Unit Agreement (Non-Executive Employees)

10.2+

Form of ~~the Registration Statement on~~ Restricted Stock Unit Agreement (Executives).

10.3+

Form ~~S-4 filed with the SEC on February 8, 2021).~~of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement

10.4+

Form of Stock Option Grant Notice

31.1*

Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~101.INS~~101.INS^

Inline XBRL Instance Document

~~101.SCH~~101.SCH^

Inline XBRL Taxonomy Extension Schema Document

~~101.CAL~~101.CAL^

Inline XBRL Taxonomy Extension Calculation Linkbase Document

~~101.DEF~~101.DEF^

Inline XBRL Taxonomy Extension Definition Linkbase Document

~~101.LAB~~101.LAB^

Inline XBRL Taxonomy Extension Label Linkbase Document

~~101.PRE~~101.PRE^

Inline XBRL Taxonomy Extension Presentation Linkbase Document

~~104~~104^

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* ~~These~~Filed herewith.

** The certifications ~~are~~ furnished ~~to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not ~~filed~~be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, ~~nor shall they be deemed incorporated~~except to the extent that the registrant specifically incorporates it by ~~reference~~reference.

+ Management contract or compensatory plan or arrangement.

^ Submitted electronically with this Report in ~~any filing under~~accordance with the ~~Securities Act~~provisions of ~~1933, except as shall be expressly set forth by specific reference in such filing.~~Regulation S-T.

5240

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

~~November 10, 2022~~May 11, 2023

By:

/s/ Anselm Wong

Name:

Anselm Wong

Title:

Chief Financial Officer

5341


	Class B Common Units			Class A Preferred Units			Common Stock			Additional paid-in capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (AccumulatedDeficit)		Total
	Unit	Amount		Unit	Amount		Shares	Amount
Balance as of December 26, 2020	4,478	$	261	189,044	$	189,044	—	$	—	$	—	$	(227)	$	(48,205)	$	140,874
Retroactive application of the recapitalization	(4,478)	(261)		(189,044)	(189,044)		66,145,633	7		189,299		—		—		—
Balance as of December 26, 2020, as adjusted	—	$	—	—	$	—	66,145,633	$	7	$	189,299	$	(227)	$	(48,205)	$	140,874
Vesting of Midco LLC class B units	—	—		—	—		111,895	—		52		—		—		52
Distributions to Janus Midco LLC Class A unitholders	—	—		—	—		—	—		—		—		(96)		(96)
Cumulative translation adjustment	—	—		—	—		—	—		—		311		—		311
Net income	—	—		—	—		—	—		—		—		14,719		14,719
Balance as of March 27, 2021	—	$	—	—	$	—	66,257,528	$	7	$	189,351	$	84	$	(33,582)	$	155,860
Vesting of Midco LLC class B units	—	—		—	—		4,012,872	—		5,210		—		—		5,210
Issuance of PIPE Shares	—	—		—	—		25,000,000	3		249,997		—		—		250,000
Issuance of common stock upon merger, net of transaction costs, earn out, and merger warrant liability	—	—		—	—		41,113,850	4		226,940		—		—		226,944
Issuance of earn out shares to common stockholders	—	—		—	—		2,000,000	—		26,480		—		—		26,480
Distributions to Janus Midco, LLC unitholders	—	—		—	—		—	—		(541,710)		—		—		(541,710)
Distributions to Class A preferred units	—	—		—	—		—	—		—		—		(4,078)		(4,078)
Deferred Tax Asset	—	—		—	—		—	—		78,291		—		—		78,291
Cumulative translation adjustment	—	—		—	—		—	—		—		(37)		—		(37)
Net income	—	—		—	—		—	—		—		—		(1,694)		(1,694)
Balance as of June 27, 2021	—	$	—	—	$	—	138,384,250	$	14	$	234,559	$	47	$	(39,354)	$	195,266
Warrant redemption	—	—		—	—		110	—		1		—		—		1
Cumulative translation adjustment	—	—		—	—		—	—		—		(1,170)		—		(1,170)
Warrant movements from private to public							—	—		10,111						10,111
Net Income	—	—		—	—		—	—		—		—		15,542		15,542
Balance as of September 25, 2021	—	$	—	—	$	—	138,384,360	$	14	$	244,671	$	(1,123)	$	(23,812)	$	219,750



	Beginning Balance		CECL Adoption1		Write-offs		Provision (Reversal), net		Ending Balance
2022	$	5,449	$	366	$	(2,468)	$	1,206	$	4,553
2021	4,485		—		(59)		(59)		4,367


	January 2, 2022
	Pre-ASC 326 Adoption		Impact of ASC 326 Adoption		As Reported Under ASC 326
Accounts Receivable, net	$	107,372	$	(366)	$	107,006
Cost in Excess of Billings	23,121		—		23,121
Accumulated Deficit	(8,578)		(366)		(8,944)


	Three Months Period Ended		Nine Months Period Ended
	September 25, 2021		September 25, 2021
Revenue	$	199,314	$	574,135
Net Income	$	17,097	$	35,273


	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	%


(in thousands)
2022	$	1,915
2023	8,278
2024	7,481
2025	6,470
2026	5,938
Thereafter	36,944
Total future lease payments	$	67,026
Less imputed interest	$	(20,045)
Present value of future lease payments	$	46,981


	October 1,		January 1
	2022		2022
Identifiable Assets
Janus North America	$	1,194,034	$	1,063,563
Janus International	55,368		58,439
Consolidated Assets	$	1,249,402	$	1,122,002


	Three Months Ended										Revenue Variance Breakdown
							Variance %		Domestic Acquisitions		Organic Growth		Organic Growth %
	October 1, 2022		September 25, 2021		Variances
Sales of products	$	230,847	$	155,670	$	75,177	48.3	%	$	7,791	$	67,386	43.3	%
Sales of services	31,700		32,120		(420)		(1.3)	%	955		(1,375)		(4.3)	%
Total	$	262,547	$	187,790	$	74,757	39.8	%	$	8,746	$	66,011	35.2	%


	Three Months Ended										Cost of Sales Variance Breakdown
	October 1, 2022		September 25, 2021		Variance		Variance %		Domestic Acquisitions		Organic Growth		Organic Growth %
Cost of Sales	$	165,755	$	125,551	$	40,204	32.0	%	$	7,405	$	32,799	26.1%


	Total		Less than 1 year		1-3 years		3-5 years		Thereafter
Long-Term Debt Obligations	$	717,589	$	2,102	$	14,801	$	700,678	$	8
Long-Term Supply Contracts (1)	45,781		45,781		—		—		—
Other Long-Term Liabilities (2)	46,981		1,342		11,046		8,697		25,896
Total	$	810,351	$	49,225	$	25,847	$	709,375	$	25,904

~~Nine~~Three Months Ended ~~October~~April 1, ~~2022~~2023

Expected life of option (years)

6.00 - 6.25

Risk-free interest rate

2.9% - ~~3.0%~~3.7%

Expected volatility of the Company’s stock

%45% - 48%

Expected dividend yield on the Company’s stock