Janus International Group, Inc. (JBI)
SIC breadcrumb: Manufacturing > SIC Major Group 34 > SIC 3442 Metal Doors, Sash, Frames, Moldings & Trim
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1839839. Latest filing source: 0001839839-26-000006.
Informational only - descriptive public-record data, not investment advice.
Business
Read JBI's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read JBI's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 884,200,000 | USD | 2026 | 2026-03-04 |
| Net income | 53,800,000 | USD | 2026 | 2026-03-04 |
| Assets | 1,305,000,000 | USD | 2026 | 2026-03-04 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-04. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001839839.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2019 | 2020 | 2022 | 2023 | 2024 | 2026 |
|---|---|---|---|---|---|---|
| Revenue | 548,973,000 | 1,019,500,000 | 1,066,400,000 | 963,800,000 | 884,200,000 | |
| Net income | 56,837,000 | 107,700,000 | 135,700,000 | 70,400,000 | 53,800,000 | |
| Operating income | 94,521,000 | 187,500,000 | 245,700,000 | 146,600,000 | 111,500,000 | |
| Gross profit | 203,823,000 | 364,900,000 | 449,700,000 | 397,800,000 | 343,000,000 | |
| Diluted EPS | 0.86 | 0.73 | 0.92 | 0.49 | 0.38 | |
| Operating cash flow | 100,847,000 | 88,500,000 | 215,000,000 | 154,000,000 | 139,500,000 | |
| Capital expenditures | 6,338,000 | 8,800,000 | 19,000,000 | 20,100,000 | 25,500,000 | |
| Share buybacks | 0.00 | 0.00 | 78,800,000 | 15,900,000 | ||
| Assets | 873,480,000 | 1,270,600,000 | 1,350,000,000 | 1,301,300,000 | 1,305,000,000 | |
| Liabilities | 732,606,000 | 895,300,000 | 830,400,000 | 782,500,000 | 732,500,000 | |
| Stockholders' equity | 130,894,000 | 140,900,000 | 375,300,000 | 519,600,000 | 518,800,000 | 572,500,000 |
| Free cash flow | 94,509,000 | 79,700,000 | 196,000,000 | 133,900,000 | 114,000,000 |
Ratios
| Metric | 2019 | 2020 | 2022 | 2023 | 2024 | 2026 |
|---|---|---|---|---|---|---|
| Net margin | 10.35% | 10.56% | 12.73% | 7.30% | 6.08% | |
| Operating margin | 17.22% | 18.39% | 23.04% | 15.21% | 12.61% | |
| Return on equity | 40.34% | 28.70% | 26.12% | 13.57% | 9.40% | |
| Return on assets | 6.51% | 8.48% | 10.05% | 5.41% | 4.12% | |
| Liabilities / equity | 5.20 | 2.39 | 1.60 | 1.51 | 1.28 | |
| Current ratio | 1.77 | 2.38 | 2.66 | 2.82 | 3.54 |
Financial Bridges
Income statement bridge from reported figures
Figure provenance: SEC companyfacts FY 2026. Revenue: accession 0001839839-26-000006; concept RevenueFromContractWithCustomerExcludingAssessedTax; source concepts us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | Gross profit: accession 0001839839-26-000006; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0001839839-26-000006; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0001839839-26-000006; concept NetIncomeLoss; source concepts us-gaap:NetIncomeLoss
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2026. Operating cash flow: accession 0001839839-26-000006; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001839839-26-000006; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001839839-26-000006; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-01-03; accession 0001839839-26-000006; filed 2026-03-04. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-01-03; accession 0001839839-26-000006; filed 2026-03-04. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-01-03; accession 0001839839-26-000006; filed 2026-03-04. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-01-03; accession 0001839839-26-000006; filed 2026-03-04. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-01-03; accession 0001839839-26-000006; filed 2026-03-04. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-01-03; accession 0001839839-26-000006; filed 2026-03-04. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-01-03; accession 0001839839-26-000006; filed 2026-03-04. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-01-03; accession 0001839839-26-000006; filed 2026-03-04. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-01-03; accession 0001839839-26-000006; filed 2026-03-04. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-01-03; accession 0001839839-26-000006; filed 2026-03-04. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-01-03; accession 0001839839-26-000006; filed 2026-03-04. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-01-03; accession 0001839839-26-000006; filed 2026-03-04. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001839839.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-07-02 | 0.16 | reported discrete quarter | ||
| 2022-Q3 | 2022-10-01 | 0.22 | reported discrete quarter | ||
| 2023-Q1 | 2023-04-01 | 0.18 | reported discrete quarter | ||
| 2023-Q2 | 2023-04-01 | 25,982,000 | reported discrete quarter | ||
| 2023-Q2 | 2023-07-01 | 270,611,000 | 0.25 | reported discrete quarter | |
| 2023-Q3 | 2023-07-01 | 37,000,000 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 280,100,000 | 0.25 | reported discrete quarter | |
| 2023-Q4 | 2023-12-30 | 263,800,000 | 35,700,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-30 | 254,500,000 | 30,700,000 | 0.21 | reported discrete quarter |
| 2024-Q2 | 2024-03-30 | 30,700,000 | reported discrete quarter | ||
| 2024-Q2 | 2024-06-29 | 248,400,000 | 0.19 | reported discrete quarter | |
| 2024-Q3 | 2024-06-29 | 27,600,000 | reported discrete quarter | ||
| 2024-Q3 | 2024-09-28 | 230,100,000 | 0.08 | reported discrete quarter | |
| 2024-Q4 | 2024-12-28 | 230,800,000 | 300,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-29 | 210,500,000 | 10,800,000 | 0.08 | reported discrete quarter |
| 2025-Q2 | 2025-03-29 | 10,800,000 | reported discrete quarter | ||
| 2025-Q2 | 2025-06-28 | 228,100,000 | 0.15 | reported discrete quarter | |
| 2025-Q3 | 2025-06-28 | 20,700,000 | reported discrete quarter | ||
| 2025-Q3 | 2025-09-27 | 219,300,000 | 0.11 | reported discrete quarter | |
| 2025-Q4 | 2026-01-03 | 226,300,000 | 7,100,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-04-04 | 222,700,000 | 200,000 | 0.00 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-04-04; accession 0001839839-26-000012; filed 2026-05-12. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-04-04; accession 0001839839-26-000012; filed 2026-05-12. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-04-04; accession 0001839839-26-000012; filed 2026-05-12. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001839839-26-000012.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information which 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 our financial condition and results of operations in conjunction with the Unaudited Condensed Consolidated Financial Statements and notes thereto contained in this Quarterly Report on Form 10-Q (the “Form 10-Q”) and the Consolidated Financial Statements and notes thereto contained in our Annual Report on Form 10-K for the year ended January 3, 2026.
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 our 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,” our 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “Janus,” “we,” “us,” “our,” and other similar terms refer to Janus International Group Inc. and its consolidated 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.
Dollar amounts are shown in millions of dollars, unless otherwise noted, and rounded to the nearest tenth of a million except for share and per share amounts.
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 that 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 results of operations for the three month periods ended April 4, 2026 and March 29, 2025.
•Liquidity and Capital Resources: This section provides a discussion of our financial condition and an analysis of our cash flows for the three month periods ended April 4, 2026 and March 29, 2025. This section also provides a discussion of our contractual obligations, other purchase commitments and customer credit risk that existed at April 4, 2026, 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 Estimates: This section identifies and summarizes those accounting estimates 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.
27
Business Overview
We are 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, Tennessee, Poland, United Kingdom (“U.K.”), and 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. We are highly integrated with customers at every phase of a project, including facility planning/design, construction, access control, and the restoration, rebuilding, and replacement (“R3”) of self-storage facilities and damaged or end-of-life products.
Our business is operated through two geographic regions that comprise our two reportable segments: Janus North America and Janus International. Our Janus International segment is comprised of JIEH, whose production and sales are largely in Europe and Australia. Our Janus North America segment is comprised of all the other entities including Janus International Group, LLC (“Janus Core”), together with each of its operating subsidiaries, Betco, Inc. (“BETCO”), Noke, Inc. (“NOKE”), Asta Industries, Inc. (“ASTA”), Access Control Technologies, LLC (“ACT”), Janus Door, LLC (“Janus Door”), Steel Door Depot.com, LLC (“Steel Door Depot”), Janus International Canada, Ltd. (“Janus Canada”), and Terminal Door, LLC (“Terminal Door”). Janus Core includes our Kiwi II Construction and DBCI branded offerings. Furthermore, our business is comprised of three primary sales channels: self-storage - new construction, self-storage - R3 (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. Any Nokē Smart Entry System revenue associated with a new construction project also rolls up into this sales channel.
The concept of R3 is to remodel self-storage facilities including storage unit doors, hallways, ceilings, and offices, optimizing unit mix and utilizing vacant land for movable storage units (“MASS” relocatable storage units), 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 units.
Commercial light duty steel roll-up doors are designed for applications that require less frequent and less demanding operations. We offer 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 combat the heavy scale of use with superior strength and durability. We offer rolling steel doors known for minimal maintenance and easy installation with, but not limited to, the following options for: commercial slat doors, heavy duty service doors, fire doors, fire rated counter shutters, insulated service doors, counter shutters and grilles. We also provide trucking terminal renovation, construction, remodeling, and maintenance services to trucking customers in the United States.
28
Executive Overview
Our operational and corporate strategy is to penetrate the self-storage, commercial and industrial storage markets, as well as capitalizing on aging self-storage facilities, while continuing to diversify our products and solutions. We are a bespoke provider of products and solutions for our clients.
•Total revenues of $222.7 for the three month period ended April 4, 2026 compared to $210.5 for the three month period ended March 29, 2025.
•Net income of $0.2 for the three month period ended April 4, 2026 compared to $10.8 for the three month period ended March 29, 2025.
•Adjusted EBITDA of $33.0 for the three month period ended April 4, 2026 compared to $38.4 for the three month period ended March 29, 2025.
•Adjusted EBITDA as a percentage of revenues was 14.8% for the three month period ended April 4, 2026 compared to 18.2% for the three month period ended March 29, 2025.
•Cash flows provided by operations of $36.2 were generated for the three month period ended April 4, 2026 compared to $48.3 cash flows provided by operations for the three month period ended March 29, 2025.
•Successfully completed repricing of First Lien Term Loan, reducing interest rate by 50 bps from SOFR + 250 bps to SOFR + 200 bps.
•Announced acquisition of Kiwi II Construction, a premier self-storage and pre-engineered buildings provider.
•Common stock worth $15.5 was repurchased in the three months ended April 4, 2026, which consisted of 2,862,680 shares, as part of our share repurchase program. We have $65.0 in remaining capacity under our share repurchase program.
Information regarding use of Adjusted EBITDA — a non-GAAP measure, and a reconciliation to the most comparable GAAP measure, are included in “Non-GAAP Financial Measures.”
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 nine entities including Corporate, Janus Core, Janus Door, Steel Door Depot, ASTA, NOKE, BETCO, ACT and T.M.C. 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 represents approximately 85% to 95% of the Company’s revenue.
Janus International is comprised of Janus International Europe Holdings Ltd. (“Janus Europe Holdings”) and its subsidiaries, Janus International Australia Pty Ltd (“Janus Australia”), Janus International Europe Ltd (“Janus Europe”), Janus International France SARL (“Janus France”), and Janus International Poland sp. z.o.o (“Janus Poland”). The Janus International segment produces and provides similar products and services as Janus North America but largely in Europe, the U.K., and Australia. Janus International represents approximately 5% to 15% of the Company’s consolidated revenue.
Acquisitions
Our accretive merger and acquisition (“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’s strategic growth.
On January 8,
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K (this “Annual Report”).
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K filed on February 26, 2025 for discussion and analysis of results of operations for the year ended December 28, 2024.
Certain information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to plans and strategy for our 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,” our 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 Annual Report. We assume no obligation to update any of these forward-looking statements.
Unless otherwise indicated or the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “Janus,” “we,” “us,” “our,” and other similar terms refer to Janus International Group Inc. and its consolidated subsidiaries.
Percentage amounts included in this Annual Report 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 Annual Report may vary from those obtained by performing the same calculations using the figures in our Consolidated Financial Statements included elsewhere in this Annual Report. Certain other amounts that appear in this Annual Report may not sum due to rounding.
Dollar amounts are shown in millions of dollars, unless otherwise noted, and rounded to the nearest tenth of a million except for share and per share amounts.
Introduction
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is a supplement to the accompanying 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 that 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 Consolidated Financial Statements were prepared.
•Results of Operations: This section provides an analysis of our results of operations for the years ended January 3, 2026 and December 28, 2024.
•Liquidity and Capital Resources: This section provides a discussion of our financial condition and an analysis of our cash flows for the years ended January 3, 2026 and December 28, 2024. This section also provides a discussion of our contractual obligations, other purchase commitments and customer credit risk that existed at January 3, 2026, 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 Estimates: This section identifies and summarizes those accounting estimates 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.
30
Business Overview
We are 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, Poland, United Kingdom (“U.K.”), and 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. We are highly integrated with customers at every phase of a project, including facility planning/design, construction, access control, and the restoration, rebuilding, and replacement (“R3”) of self-storage facilities and damaged or end-of-life products.
Our business is operated through two geographic regions that comprise our two reportable segments: Janus North America and Janus International. Our Janus International segment is comprised of JIEH, whose production and sales are largely in Europe and Australia. Our Janus North America segment is comprised of all the other entities including Janus International Group, LLC (“Janus Core”), together with each of its operating subsidiaries, 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”), Steel Door Depot.com, LLC (“Steel Door Depot”), Janus International Canada, Ltd. (“Janus Canada”), and Terminal Door, LLC (“Terminal Door”). Furthermore, our business is comprised of three primary sales channels: self-storage - new construction, self-storage - R3 (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. Any Nokē Smart Entry System revenue associated with a new construction project also rolls up into this sales channel.
The concept of R3 is to remodel self-storage facilities including storage unit doors, hallways, ceilings, and offices, optimizing unit mix and utilizing vacant land for movable storage units (“MASS” relocatable storage units), 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 units.
Commercial light duty steel roll-up doors are designed for applications that require less frequent and less demanding operations. We offer 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 combat the heavy scale of use with superior strength and durability. We also offer rolling steel doors known for minimal maintenance and easy installation with, but not limited to, the following options for: commercial slat doors, heavy duty service doors, fire doors, fire rated counter shutters, insulated service doors, counter shutters and grilles. Following the T.M.C. Acquisition (hereinafter defined), our business expanded to provide trucking terminal renovation, construction, remodeling, and maintenance services to trucking customers in the United States.
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Executive Overview
Our operational and corporate strategy is to penetrate the self-storage, commercial and industrial storage markets, as well as capitalizing on aging self-storage facilities, while continuing to diversify our products and solutions. We are a bespoke provider of products and solutions for our clients.
•Total revenues of $884.2 for the year ended January 3, 2026 compared to $963.8 for the year ended December 28, 2024.
•Net income was $53.8 for the year ended January 3, 2026 compared to $70.4 for the year ended December 28, 2024.
•Adjusted EBITDA was $168.2 for the year ended January 3, 2026 compared to $208.5 for the year ended December 28, 2024.
•Adjusted EBITDA as a percentage of revenue was 19.0% for the year ended January 3, 2026 compared to 21.6% for the year ended December 28, 2024.
•Cash flows from operations of $139.5 were generated for the year ended January 3, 2026 compared to $154.0 cash flows from operations for the year ended December 28, 2024.
•Common stock worth $16.0 was repurchased, which consisted of 1,925,242 shares as part of our $100.0 share repurchase program. This program was expanded by $75.0 during the fiscal year and we have $80.5 in remaining capacity under the program as of January 3, 2026.
Information regarding use of Adjusted EBITDA — a non-GAAP measure, and a reconciliation to the most comparable GAAP measure, are included in “Non-GAAP Financial Measures.”
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 nine entities including Corporate, Janus Core, Janus Door, Steel Door Depot, ASTA, NOKE, BETCO, ACT and T.M.C. 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 represents approximately 85% to 95% of the Company’s revenue.
Janus International is comprised of Janus International Europe Holdings Ltd. (“Janus Europe Holdings”) and its subsidiaries, Janus International Australia Pty Ltd (“Janus Australia”), Janus International Europe Ltd (“Janus Europe”), Janus International France SARL (“Janus France”), and Janus International Poland sp. z.o.o (“Janus Poland”). The Janus International segment produces and provides similar products and services as Janus North America but largely in Europe, the U.K., and Australia. Janus International represents approximately 5% to 15% of the Company’s consolidated revenue.
Basis of Presentation
The Consolidated Financial Statements have been derived from the accounts of Janus and its wholly owned subsidiaries. Our 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.” 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. Our fiscal year is composed of the 52 or 53 weeks ending on the Saturday closest to the last day of December. Fiscal year 2025, ending on January 3, 2026, and fiscal year 2024, ending on December 28, 2024, were comprised of 53 weeks and 52 weeks, respectively. All references to years, quarters, and months relate to fiscal periods rather than calendar periods, unless otherwise noted.
We have presented results of operations, including the related discussion and analysis for the year ended January 3, 2026 compared to the year ended December 28, 2024.
Components of Results of Operations
Product Revenues. 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. Product revenues also include all revenues affiliated with erecting a self-storage facility for our customers, which is recognized over time, over the life of the contract, which is generally less than a year. We expect our product revenue may vary from period to period based 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: new construction, R3, and commercial and other.
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Service Revenues. Service revenues reflect installation services to customers for facilities, including steel roll-up and swing doors, hallway systems, and relocatable storage units, which are recognized over time based on the satisfaction of our performance obligation. We are highly integrated with customers at every phase of a project, including facility planning/design, construction, access control, and the R3 of damaged, or end-of-life products or rebranding of facilities due to market consolidation. Service revenues also include software license revenue generated through our Nokē Smart Entry platform and trucking terminal renovation, construction, remodeling, and maintenance services to provided to certain trucking customers. Revenues are monitored and analyzed as a function of sales reporting within the following sales channels: new construction, R3, and commercial and other.
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 as our existing customers continue to add more content per square foot.
Product Cost of Revenues. Product costs of revenues 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, depreciation on certain assets, as well as other overhead and indirect costs. Our product cost of revenues includes warranty costs, excess and obsolete inventory charges, shipping costs, cost of spare or replacement parts, and an allocated portion of overhead costs, including depreciation. Product costs of revenues also include all costs affiliated with erecting a self-storage facility for our customers. We expect our product cost of revenues to correlate with our product revenues.
Service Cost of Revenues. Cost of services includes third-party installation-based subcontractor costs directly associated with the installation of our products. We expect our service cost of revenues to correlate with our service revenues.
Selling and Marketing Expense. Selling expenses consist primarily of compensation and benefits of employees engaged in selling activities as well as related travel, advertising, and trade shows/conventions. We expect selling expenses to correlate with overall revenues, with some deviations for strategic investments.
General and Administrative Expense. General and administrative (“G&A”) expenses are comprised primarily of expenses relating to back office employee compensation and benefits, provision for expected credit losses, travel, meals, and entertainment expenses as well as depreciation on certain assets, and amortization. We expect general and administrative expenses to correlate with overall revenues, with some deviations for strategic investments.
Interest Expense, net. Consists of interest expense on short-term and long-term debt and amortization on deferred financing fees (see Note 10 to our Consolidated Financial Statements in this Annual Report for additional information), partially offset by interest income earned on cash equivalents.
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Key Performance Measures
We evaluate the performance of our 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 Measures” 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 generally reflects our operational status, indicating whether the business is expanding or contracting. While we expect changes in our workforce to generally correlate to our operational performance, certain non-recurring events such as corporate restructuring, could impact general trends related to our headcount as the Company continues to develop an appropriate workforce composition to meet operational demand. As of January 3, 2026 and December 28, 2024, the Company’s headcount was 2,243 (including 426 temporary employees) and 2,271 (including 388 temporary employees), respectively.
The following tables set forth key performance measures for the years ended January 3, 2026 and December 28, 2024:
| Year Ended | Variance | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | $ | % | ||||||||
| Total Revenue | $ | 884.2 | $ | 963.8 | $ | (79.6) | (8.3) | % | ||||
| Adjusted EBITDA* | $ | 168.2 | $ | 208.5 | $ | (40.3) | (19.3) | % | ||||
| Adjusted EBITDA (% of revenue) | 19.0 | % | 21.6 | % | (2.6) | % |
*We use 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.
Total revenues decreased by $79.6 or 8.3% for the year ended January 3, 2026 compared to the year ended December 28, 2024, as a result of the continuation of the volume decline associated with uncertainty in the macroeconomic environment, sustained elevated interest rates, along with lower housing churn.
Adjusted EBITDA decreased by $40.3 or 19.3% from the year ended January 3, 2026 compared to the year ended December 28, 2024, and Adjusted EBITDA as a percentage of revenue decreased 260bps for the year ended January 3, 2026 primarily attributable to a decline in sales price in conjunction with loss of leverage on our fixed costs. (See “Non-GAAP Financial Measures” section).
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Factors Affecting the Results of Operations
Key Factors Affecting the Business and Financial Statements
We believe our performance and future growth depends on a number of factors that present significant opportunities but also pose risks and challenges.
Factors Affecting Revenues
Our 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.
We periodically modify sales prices of our 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.
We also offer 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 revenues and income from operations.
Service revenue is driven by the product revenue and the increase in value-added services, which consists primarily of installation and project management, and third-party security. We believe Janus differentiates itself through on-time delivery, efficient installation, customer service satisfaction, and a reputation for high quality products.
Factors Affecting Growth Through Acquisitions
Our business strategy includes growth through the acquisition of other companies that yield our acceptable internal rate of return. We evaluate companies that we believe will strategically fit into our business and growth objectives, including those that will support our overall strategy of portfolio diversification, geographic expansion, and technological innovation, among other areas of focus. While we seek acquisition opportunities that we believe will augment our business and growth objectives, certain factors could prevent acquisition opportunities from materializing, including target-company availability, relative valuation expectations, and certain due diligence considerations, among other factors.
Factors Affecting Operating Costs
Our operating expenses are comprised of direct production costs (principally raw materials, labor, and energy), manufacturing overhead costs, freight, costs to purchase sourced products, selling and marketing, and general and administrative expenses.
Our largest individual raw material expenditure is steel coils. Fluctuations in the prices of steel coil are generally beyond our control and have a direct impact on the financial results. We enter into agreements with large suppliers in order to lock in steel coil prices for part of our production needs. These agreements are renewed annually and partially mitigate the potential impacts of short-term steel coil price fluctuations. These arrangements allow us to purchase quantities of product within specified ranges as outlined in the contracts.
Outbound freight costs are driven by our volume of product revenues and are subject to the freight market pricing environment.
Tariffs and Trade Restrictions
Some of our products, components, and raw materials may be impacted by recent tariff announcements and restrictions on trade. On February 10, 2025, President Trump issued an executive order re-imposing 25% tariffs on steel imports from all sources under Section 232, effective March 12, 2025, ending country and product exemptions. Effective June 4, 2025, the tariffs on steel imports were increased to 50% for all countries other than the U.K. On February 20, 2026, the U.S. Supreme Court ruled that tariffs under IEEPA are unlawful. The Trump Administration responded by immediately revoking tariffs implemented under IEEPA and imposing a new 10% global tariff pursuant to Section 122 of the Trade Act of 1974, effective February 24, 2026 for a period of 150 days. While we cannot fully predict the impact of potential new tariffs on global trade and economic growth, we believe that our regional presence, strong customer relationships, and strategic approach to supplying raw materials for our operations positions us well to manage through these challenges. We actively monitor the regulatory environment and continue to make adjustments whenever necessary. Most of our steel strategically comes from domestic suppliers. We plan to continue to invest in our key strategic growth objectives while closely managing our cost structure and seeking alternative sources of supply to further reduce the impact of tariffs as appropriate. See Item 1A. Risk Factors – “Changes in U.S. trade policy and the imposition of tariffs could negatively impact our business, financial condition, and results of operations” for a further discussion on risks associated with tariffs and trade restrictions.
Results of Operations - Consolidated
The following discussion should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this document. We have derived this data from our Consolidated Financial Statements included elsewhere in this Annual Report. The following tables set forth our results of operations for the periods presented in dollars.
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A detailed discussion of the prior year ended December 28, 2024 to the year ended December 30, 2023 year-over-year changes is not included herein and can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the year ended December 28, 2024 Annual Report on Form 10-K filed on February 26, 2025.
Consolidated Results of Operations
For the year ended January 3, 2026 compared to the year ended December 28, 2024
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in table in millions) | January 3, 2026 | December 28, 2024 | $ | % | ||||||||||
| REVENUES | ||||||||||||||
| Product revenues | $ | 686.9 | $ | 779.4 | $ | (92.5) | (11.9) | % | ||||||
| Service revenues | 197.3 | 184.4 | 12.9 | 7.0 | % | |||||||||
| Total revenues | $ | 884.2 | $ | 963.8 | $ | (79.6) | (8.3) | % | ||||||
| Product cost of revenues | 404.5 | 442.3 | (37.8) | (8.5) | % | |||||||||
| Service cost of revenues | 136.7 | 123.7 | 13.0 | 10.5 | % | |||||||||
| Cost of revenues | $ | 541.2 | $ | 566.0 | $ | (24.8) | (4.4) | % | ||||||
| GROSS PROFIT | $ | 343.0 | $ | 397.8 | $ | (54.8) | (13.8) | % | ||||||
| OPERATING EXPENSES | ||||||||||||||
| Selling and marketing | 68.0 | 68.1 | (0.1) | (0.1) | % | |||||||||
| General and administrative | 162.8 | 171.1 | (8.3) | (4.9) | % | |||||||||
| Impairment | 0.7 | 12.0 | (11.3) | (94.2) | % | |||||||||
| Operating Expenses | $ | 231.5 | $ | 251.2 | $ | (19.7) | (7.8) | % | ||||||
| INCOME FROM OPERATIONS | $ | 111.5 | $ | 146.6 | $ | (35.1) | (23.9) | % | ||||||
| Interest expense, net | (36.8) | (49.6) | 12.8 | (25.8) | % | |||||||||
| Gain on sale of manufacturing facility | — | 5.0 | (5.0) | (100.0) | % | |||||||||
| Loss on extinguishment and modification of debt | — | (1.7) | 1.7 | (100.0) | % | |||||||||
| Other income | 1.7 | — | 1.7 | 100.0 | % | |||||||||
| Other Expense, Net | $ | (35.1) | $ | (46.3) | $ | 11.2 | (24.2) | % | ||||||
| INCOME BEFORE TAXES | $ | 76.4 | $ | 100.3 | $ | (23.9) | (23.8) | % | ||||||
| Provision for Income Taxes | 22.6 | 29.9 | (7.3) | (24.4) | % | |||||||||
| NET INCOME | $ | 53.8 | $ | 70.4 | $ | (16.6) | (23.6) | % | ||||||
| Adjusted EBITDA* | $ | 168.2 | $ | 208.5 | $ | (40.3) | (19.3) | % |
*We use 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.
Consolidated Revenues
| Year Ended | Variance | Variance Breakdown | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | $ | % | Acquisition Revenue | Organic Growth | Organic Growth % | ||||||||||||||||||
| Product revenues | $ | 686.9 | $ | 779.4 | $ | (92.5) | (11.9) | % | $ | — | $ | (92.5) | (11.9) | % | |||||||||||
| Service revenues | 197.3 | 184.4 | 12.9 | 7.0 | % | 7.3 | 5.6 | 3.0 | % | ||||||||||||||||
| Total revenues | $ | 884.2 | $ | 963.8 | $ | (79.6) | (8.3) | % | $ | 7.3 | $ | (86.9) | (9.0) | % |
Total revenue declined $79.6 for the year ended January 3, 2026 compared to the year ended December 28, 2024. The organic revenue decline for the year ended January 3, 2026 is 75% attributed to the overall decline in volume with the residual 25% decline being attributed to price associated with uncertainty in the economic and interest rate environment. The organic decline was partially offset by $7.3 in inorganic revenue from the T.M.C. Acquisition as well as favorable currency impact during the year.
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The following tables and discussion compare Janus’s sales by sales channel:
| (dollar amounts in millions) | Year Ended | Variance | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated | January 3, 2026 | % of Total Sales | December 28, 2024 | % of Total Sales | $ | % | ||||||||||||||
| Self-storage - new construction | $ | 364.0 | 41.2 | % | $ | 416.3 | 43.2 | % | $ | (52.3) | (12.6) | % | ||||||||
| Self-storage - R3 | 233.7 | 26.4 | % | 245.7 | 25.5 | % | (12.0) | (4.9) | % | |||||||||||
| Total self-storage | 597.7 | 67.6 | % | 662.0 | 68.7 | % | (64.3) | (9.7) | % | |||||||||||
| Commercial and other | 286.5 | 32.4 | % | 301.8 | 31.3 | % | (15.3) | (5.1) | % | |||||||||||
| Total revenues | $ | 884.2 | 100.0 | % | $ | 963.8 | 100.0 | % | $ | (79.6) | (8.3) | % |
New construction revenues decreased by $52.3 or 12.6% for the year ended January 3, 2026 compared to the year ended December 28, 2024. The decrease in the year ended January 3, 2026 is primarily due to a decline in volume associated with uncertainty in the economic and interest rate environment.
R3 revenues decreased by $12.0 or 4.9% for the year ended January 3, 2026 compared to the year ended December 28, 2024. R3 revenues decreased due to macroeconomic uncertainty as well as an approximately 30% decline in facility expansion and retail big-box conversion activity.
Commercial and other revenues decreased by $15.3 or 5.1% for the year ended January 3, 2026 compared to the year ended December 28, 2024. These decreases were attributable to a decline in volumes related to market softness for rolling sheet doors.
Consolidated Cost of Revenues
| Year Ended | Variance | Variance Breakdown | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | $ | % | Acquisition Cost of Revenues | Organic Growth | Organic Growth % | |||||||||||||||||
| Product cost of revenues | $ | 404.5 | $ | 442.3 | $ | (37.8) | (8.5) | % | $ | — | $ | (37.8) | (8.5) | % | ||||||||||
| Service cost of revenues | 136.7 | 123.7 | 13.0 | 10.5 | % | 3.9 | $ | 9.1 | 7.4 | % | ||||||||||||||
| Cost of revenues | $ | 541.2 | $ | 566.0 | $ | (24.8) | (4.4) | % | $ | 3.9 | $ | (28.7) | (5.1) | % |
Total cost of revenues decreased $24.8 or 4.4% for the year ended January 3, 2026 compared to the year ended December 28, 2024. The decrease in product cost of revenues of $37.8 for the year ended January 3, 2026 is primarily attributable to the decline in volume. The $13.0 increase in service cost of revenues is primarily aligned with the growth in revenues at our International segment as well as operational costs of T.M.C., which was acquired during the second quarter of fiscal year 2024.
Operating Expenses - Selling and marketing
Selling and marketing expense decreased $0.1 or 0.1% for the year ended January 3, 2026 compared to the year ended December 28, 2024.
Operating Expenses - General and administrative
General and administrative expenses decreased by $8.3 or 4.9% for the year ended January 3, 2026 compared to December 28, 2024. This decrease was primarily the result of the prior period recognition of bad debt expense of $15.7. The decrease was partially offset by increases in employee related expenses, including an increase in stock based compensation expense of $5.5.
Intangible Asset Impairment
For the year ended January 3, 2026, we recognized a non-cash impairment of $0.7 related to our ACT tradename as well as certain customer relationship intangible assets. For the year ended December 28, 2024, we recognized a $12.0 non-cash impairment of the tradename related to our DBCI business primarily due to an overall change in brand strategy.
Interest Expense, net
Interest expense, net decreased $12.8 to $36.8 or 25.8% for the year ended January 3, 2026 compared to the year ended December 28, 2024 primarily due to a voluntary debt repayments of $40.0 during the 2025 fiscal year and $21.9 during the 2024 fiscal year as well as a lower overall interest rate from the April 2024 Repricing Agreement. Additionally, due to our investment in cash equivalents, we earned in interest income of $5.6 for the year ended January 3, 2026 compared to $2.1 for the year ended December 28, 2024. (See “Liquidity and Capital Resources” section).
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Income Taxes
Income tax expense decreased by $7.3 or 24.4% to $22.6 for the year ended January 3, 2026 from $29.9 for the year ended December 28, 2024, due to the year over year decrease of income before taxes.
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: self-storage - new construction, self-storage - R3, and commercial and other.
Gross profit and Adjusted EBITDA are the measures of profit and loss that our Chief Operating Decision Maker (“CODM”) uses to evaluate the financial performance of the business and as the basis for resource allocation, performance reviews and compensation. Adjusted EBITDA is defined as net income excluding interest expense, income taxes, depreciation, amortization, and other non-operational, non-recurring items. The CODM uses Adjusted EBITDA, a non-GAAP financial measure, as a primary performance metric to assess operating performance, develop future operating plans, and make strategic decisions related to operating expenses and resource allocation, among others. The segment discussion that follows describes the significant factors contributing to the changes in results for each segment included in net earnings.
Results of Operations - Janus North America
For the year ended January 3, 2026 compared to the year ended December 28, 2024
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | $ | % | ||||||||||
| REVENUES | ||||||||||||||
| Product revenues | $ | 633.6 | $ | 738.6 | $ | (105.0) | (14.2) | % | ||||||
| Service revenues | 150.0 | 154.0 | (4.0) | (2.6) | % | |||||||||
| Total revenues | $ | 783.6 | $ | 892.6 | $ | (109.0) | (12.2) | % | ||||||
| Product cost of revenues | 365.0 | 410.5 | (45.5) | (11.1) | % | |||||||||
| Service cost of revenues | 101.7 | 102.3 | (0.6) | (0.6) | % | |||||||||
| Cost of revenues | $ | 466.7 | $ | 512.8 | $ | (46.1) | (9.0) | % | ||||||
| GROSS PROFIT | $ | 316.9 | $ | 379.8 | $ | (62.9) | (16.6) | % | ||||||
| OPERATING EXPENSES | ||||||||||||||
| Selling and marketing | 63.0 | 63.6 | (0.6) | (0.9) | % | |||||||||
| General and administrative | 148.4 | 157.6 | (9.2) | (5.8) | % | |||||||||
| Impairment | 0.7 | 12.0 | (11.3) | (94.2) | % | |||||||||
| Operating Expenses | $ | 212.1 | $ | 233.2 | $ | (21.1) | (9.0) | % | ||||||
| INCOME FROM OPERATIONS | $ | 104.8 | $ | 146.6 | $ | (41.8) | (28.5) | % | ||||||
| Adjusted EBITDA* | $ | 156.6 | $ | 206.3 | $ | (49.7) | (24.1) | % |
*We use 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 North America Revenues
| Year Ended | Variance | Variance Breakdown | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | $ | % | Acquisition Revenue | Organic Growth | Organic Growth % | ||||||||||||||||||
| Product revenues | $ | 633.6 | $ | 738.6 | $ | (105.0) | (14.2) | % | $ | — | $ | (105.0) | (14.2) | % | |||||||||||
| Service revenues | 150.0 | 154.0 | (4.0) | (2.6) | % | 7.3 | $ | (11.3) | (7.3) | % | |||||||||||||||
| Total revenues | $ | 783.6 | $ | 892.6 | $ | (109.0) | (12.2) | % | $ | 7.3 | $ | (116.3) | (13.0) | % |
Total revenue declined $109.0 for the year ended January 3, 2026 compared to the year ended December 28, 2024. The organic revenue decline for the year ended January 3, 2026 is 75% attributed to the overall decline in volume with the residual 25% decline being attributed to price associated with uncertainty in the economic and interest rate environment. The organic decline was partially offset by $7.3 in inorganic revenue from the T.M.C. Acquisition.
The following tables and discussion compare Janus North America revenues by sales channel.
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| Year Ended | Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | % of Total Sales | December 28, 2024 | % of Total Sales | $ | % | ||||||||||||||
| Self-storage - new construction | $ | 271.4 | 34.6 | % | $ | 354.0 | 39.7 | % | $ | (82.6) | (23.3) | % | ||||||||
| Self-storage - R3 | 222.4 | 28.4 | % | 234.3 | 26.2 | % | (11.9) | (5.1) | % | |||||||||||
| Total self-storage | 493.8 | 63.0 | % | 588.3 | 65.9 | % | (94.5) | (16.1) | % | |||||||||||
| Commercial and Other | 289.8 | 37.0 | % | 304.3 | 34.1 | % | (14.5) | (4.8) | % | |||||||||||
| Total | $ | 783.6 | 100.0 | % | $ | 892.6 | 100.0 | % | $ | (109.0) | (12.2) | % |
New Construction revenues decreased by $82.6 or 23.3% for the year ended January 3, 2026 compared to the year ended December 28, 2024 primarily due to a decline in volume associated with uncertainty in the economic and interest rate environment.
R3 revenues decreased by $11.9 or 5.1% for the year ended January 3, 2026 compared to the year ended December 28, 2024. The R3 sales decrease was due to macroeconomic uncertainty as well as an approximately 30% decline in facility expansion and retail big-box conversion activity.
Commercial and Other revenues decreased by $14.5 or 4.8% for the year ended January 3, 2026 compared to the year ended December 28, 2024. The decrease was attributable to a decline in volumes for rolling sheet doors.
Janus North America Cost of Revenues
| Year Ended | Variance | Variance Breakdown | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | $ | % | Acquisition Cost of Revenues | Organic Growth | Organic Growth % | |||||||||||||||
| Product cost of revenues | $ | 365.0 | $ | 410.5 | $ | (45.5) | (11.1) | % | $ | — | $ | (45.5) | (11.1) | % | ||||||||
| Service cost of revenues | 101.7 | 102.3 | (0.6) | (0.6) | % | 3.9 | (4.5) | (4.4) | % | |||||||||||||
| Cost of revenues | $ | 466.7 | $ | 512.8 | $ | (46.1) | (9.0) | % | $ | 3.9 | $ | (50.0) | (9.8) | % |
The cost of revenues decreased $46.1 or 9.0% for the year ended January 3, 2026 compared to the year ended December 28, 2024. The decrease in product cost of revenues of $45.5 for the year ended January 3, 2026 is primarily attributable to the decline in volume. The $0.6 decrease in service cost of revenue is primarily attributable to the T.M.C. Acquisition offset by the decline in organic volume for the year ended January 3, 2026 compared to the year ended December 28, 2024.
Operating Expenses - Selling and marketing
Selling and marketing expenses decreased $0.6 or 0.9% for the year ended January 3, 2026 compared to the year ended December 28, 2024. The decrease was primarily due to decreases in employee related expenses.
Operating Expenses - General and administrative
General and administrative expenses decreased $9.2 or 5.8% for the year ended January 3, 2026 compared to the year ended December 28, 2024. This decrease was primarily the result of the prior period recognition of bad debt expense of $15.7. These decrease is partially offset by increases in employee related expenses, including an increase in stock based compensation expense of $5.3.
Intangible Asset Impairment
For the year ended January 3, 2026, the Company recognized a non-cash impairment of $0.7 related to our ACT tradename as well as certain customer relationship intangible assets. For the year ended December 28, 2024, we recognized a $12.0 non-cash impairment of the tradename related to our DBCI business primarily due to an overall change in brand strategy.
Income from Operations
Income from operations decreased by $41.9 or 28.6% for the year ended January 3, 2026 compared to the year ended December 28, 2024. The decrease is primarily due to a decline in sales volume and fixed cost leverage.
Adjusted EBITDA
Adjusted EBITDA decreased by $49.7 or 24.1% for the year ended January 3, 2026 compared to the year ended December 28, 2024, primarily due to a decrease in revenue yielding a decline in gross profit of $62.9 which was not fully offset by decreases in general and administrative expenses.
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INTERNATIONAL
Results of Operations - Janus International - For the year ended January 3, 2026 compared to the year ended December 28, 2024:
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | $ | % | ||||||||||
| REVENUE | ||||||||||||||
| Product revenues | $ | 56.6 | $ | 43.2 | $ | 13.4 | 31.0 | % | ||||||
| Service revenues | 47.3 | 30.4 | 16.9 | 55.6 | % | |||||||||
| Total revenues | $ | 103.9 | $ | 73.6 | $ | 30.3 | 41.2 | % | ||||||
| Product cost of revenues | 42.8 | 33.3 | 9.5 | 28.5 | % | |||||||||
| Service cost of revenues | 35.0 | 22.3 | 12.7 | 57.0 | % | |||||||||
| Cost of revenues | $ | 77.8 | $ | 55.6 | $ | 22.2 | 39.9 | % | ||||||
| GROSS PROFIT | $ | 26.1 | $ | 18.0 | $ | 8.1 | 45.0 | % | ||||||
| OPERATING EXPENSES | ||||||||||||||
| Selling and marketing | 5.0 | 4.5 | 0.5 | 11.1 | % | |||||||||
| General and administrative | 14.4 | 13.5 | 0.9 | 6.7 | % | |||||||||
| Operating Expenses | $ | 19.4 | $ | 18.0 | $ | 1.4 | 7.8 | % | ||||||
| INCOME FROM OPERATIONS | $ | 6.7 | $ | — | $ | 6.7 | 100.0 | % | ||||||
| Adjusted EBITDA* | $ | 11.6 | $ | 2.2 | $ | 9.4 | 427.3 | % |
*We use 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 International Revenues
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | $ | % | ||||||||||
| Product revenues | $ | 56.6 | $ | 43.2 | $ | 13.4 | 31.0 | % | ||||||
| Service revenues | 47.3 | 30.4 | 16.9 | 55.6 | % | |||||||||
| Total revenues | $ | 103.9 | $ | 73.6 | $ | 30.3 | 41.2 | % |
Total revenue increased by $30.3 or 41.2% for the year ended January 3, 2026 compared to the year ended December 28, 2024. The increase in revenues is primarily due to an increase in volume compared to the prior year.
The following table illustrates the revenues by sales channel for the years ended January 3, 2026 and December 28, 2024.
| Year Ended | Variance | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | % of Total Sales | December 28, 2024 | % of Total Sales | $ | % | |||||||||||||
| Self-storage - new construction | $ | 92.6 | 89.1 | % | $ | 62.2 | 84.5 | % | $ | 30.4 | 48.9 | % | |||||||
| Self-storage - R3 | 11.3 | 10.9 | % | 11.4 | 15.5 | % | (0.1) | (0.9) | % | ||||||||||
| Total | $ | 103.9 | 100.0 | % | $ | 73.6 | 100.0 | % | $ | 30.3 | 41.2 | % |
New Construction revenues increased by $30.4 or 48.9% for the year ended January 3, 2026 compared to the year ended December 28, 2024. The increase in New Construction revenues is primarily due to an increase in volume as compared to the prior year due to gains in overall market share as well as favorable currency impact during the fiscal year.
R3 revenues decreased by $0.1 or 0.9% for the year ended January 3, 2026 compared to the year ended December 28, 2024.
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Janus International Cost of Revenues
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | $ | % | ||||||||||
| Product cost of revenues | $ | 42.8 | $ | 33.3 | $ | 9.5 | 28.5 | % | ||||||
| Service cost of revenues | 35.0 | 22.3 | 12.7 | 57.0 | % | |||||||||
| Cost of revenues | $ | 77.8 | $ | 55.6 | $ | 22.2 | 39.9 | % |
Cost of revenues increased by $22.2 or 39.9% for the year ended January 3, 2026 compared to the year ended December 28, 2024. The change in cost of revenues is generally aligned with the changes in revenues following volume activity.
Operating Expenses - General and administrative
General and administrative expenses increased $0.9 or 6.7% for the year ended January 3, 2026 compared to the year ended December 28, 2024. This increase was primarily due to the increase in volume activities partially offset by our restructuring initiatives.
Income from Operations
Income from operations increased by $6.7 for the year ended January 3, 2026 compared to the year ended December 28, 2024. The increase for the period is primarily due to an increase in sales volume.
Adjusted EBITDA
Adjusted EBITDA increased by $9.4 or 427.3% compared to the year ended December 28, 2024, primarily due to increases in revenues.
Results of Operations - Eliminations
Eliminations include transactions to account for intercompany activity. The eliminations necessary to arrive at consolidated financial information activity for the years ended January 3, 2026 and December 28, 2024 are as follows:
Revenues
| Year Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | ||||||||
| North America Segment revenues before eliminations | $ | 783.6 | $ | 892.6 | ||||||
| International Segment revenues before eliminations | 103.9 | 73.6 | ||||||||
| Intersegment Eliminations | (3.3) | (2.4) | ||||||||
| Consolidated total revenues | $ | 884.2 | $ | 963.8 |
Cost of revenues
| Year Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | ||||||||
| North America Segment cost of revenues before eliminations | $ | 466.7 | $ | 512.8 | ||||||
| International Segment cost of revenues before eliminations | 77.8 | 55.6 | ||||||||
| Intersegment Eliminations | (3.3) | (2.4) | ||||||||
| Consolidated total cost of revenues | $ | 541.2 | $ | 566.0 |
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Revenues by sales channel
| (dollar amounts in millions) | North America Revenues | International Revenues | Eliminations | Consolidated Revenues | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 3, 2026 | ||||||||||||||
| Self-storage - new construction | $ | 271.4 | $ | 92.6 | $ | — | $ | 364.0 | ||||||
| Self-storage - R3 | 222.4 | 11.3 | — | 233.7 | ||||||||||
| Commercial and Other | 289.8 | — | (3.3) | 286.5 | ||||||||||
| $ | 783.6 | $ | 103.9 | $ | (3.3) | $ | 884.2 | |||||||
| December 28, 2024 | ||||||||||||||
| Self-storage - new construction | $ | 354.0 | $ | 62.2 | — | $ | 416.2 | |||||||
| Self-storage - R3 | 234.3 | 11.4 | — | 245.7 | ||||||||||
| Commercial and Other | 304.3 | — | (2.4) | 301.9 | ||||||||||
| $ | 892.6 | $ | 73.6 | $ | (2.4) | $ | 963.8 |
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, borrowing capacity, 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, debt offerings, and borrowing availability under our existing credit facility. As market conditions warrant, we may, from time to time, repurchase our outstanding debt securities in the open market, in privately negotiated transactions, by tender offer, by exchange transaction, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity, and other factors and may be commenced or suspended at any time. At times, we may purchase transferable environmental tax credits that can be used to offset our current year or a prior year income tax liability. We believe our operating cash flows, along with funds available under the line of credit, provide sufficient liquidity to support our short and long-term liquidity and financing needs, which are working capital requirements, capital expenditures, service of indebtedness, and acquisitions.
Financial Policy
Our financial policy seeks to: (i) maintain appropriate leverage by using free cash flows to repay outstanding borrowing, including certain strategic capital investments, (ii) selectively invest in organic and inorganic growth to enhance our portfolio, and (iii) deploy capital through repurchases of common stock.
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. 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
We manage our 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 us 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 us in the form of a dividend. We compile 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.
Foreign Exchange
We have operations in various foreign countries, principally the United Kingdom, France, Australia, Canada and Poland. Therefore, changes in the value of the related currencies affect our financial statements when translated into U.S. dollars.
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Debt Profile
| (dollar amounts in millions) | Principal Amount | Issuance Date | Maturity Date | Interest Rate | Net Carrying Value | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 3, 2026 | December 28, 2024 | |||||||||||||||
| Notes payable - First Lien | $ | 600.0 | August 3, 2023(1) | August 3, 2030 | 6.32% (2) | $ | 551.0 | $ | 598.5 | |||||||
| Financing leases | 2.2 | 3.4 | ||||||||||||||
| Total principal debt | $ | 553.2 | $ | 601.9 | ||||||||||||
| Less: unamortized deferred financing fees | 7.5 | 9.9 | ||||||||||||||
| Less: current portion of long-term debt | 6.9 | 8.8 | ||||||||||||||
| Long-term debt, net of current portion | $ | 538.8 | $ | 583.2 |
(1)Represents the original issuance date for the First Lien Credit and Guarantee Agreement, dated as of February 12, 2018 (as amended to date, the “First Lien Term Loan”). Subsequent to the original issuance of the First Lien Term Loan, we have amended the First Lien Term Loan on a number of occasions, including most recently on February 2, 2026 when we completed a repricing pursuant to the 2026 Repricing Amendment described below.
(2)The interest rate on the 2024 Repricing Amendment as of January 3, 2026, was 6.32%, which is a variable rate based on Adjusted Term SOFR plus an applicable margin percent of 2.50%.
First Lien Term Loan - In April 2024, we made a voluntary prepayment of $21.9 toward the First Lien Term Loan. We used cash on hand to make the voluntary prepayment.
On April 30, 2024, we completed a repricing pursuant to Amendment No. 7 (the “2024 Repricing Amendment”) to the First Lien Term Loan. The 2024 Repricing Amendment reduced the applicable interest rate margins on the $600.0 First Lien Term Loan from 2.00% to 1.50% for the term loans bearing interest at rates based on the base rate, and from 3.00% to 2.50% for the term loans bearing interest at rates based on the SOFR rate. In addition to the change in the applicable margin rate, we are no longer subject to a Credit Spread Adjustment (“CSA”) rate of 0.1%. Interest is payable in arrears (with respect to base rate loans) or at the end of an interest period selected by us (with respect to SOFR loans). The outstanding loan balance is to be repaid on a quarterly basis in an amount equal to 0.25% of the original balance of the amended loan, with the remaining principal due on the maturity date of August 3, 2030. The interest rate on the First Lien Term Loan as of January 3, 2026, was 6.32%, which is a variable rate based on Adjusted Term SOFR and includes an applicable margin of 2.50%. In conjunction with the 2024 Repricing Amendment, we incurred $1.7 of costs from third parties that did not qualify for capitalization of deferred financing costs and were expensed within “Loss on extinguishment and modification of debt” on the Consolidated Statement of Operations and Comprehensive Income. See Note 10 to our Consolidated Financial Statements in this Annual Report for a further discussion.
In March 2025, we made a voluntary prepayment of $40.0 towards the First Lien Term Loan. We used cash on hand to make the voluntary prepayment.
On February 2, 2026, we completed a repricing pursuant to Amendment No. 8 (the “ 2026 Repricing Amendment”) to the First Lien Term Loan, dated as of February 12, 2018, by and among Janus Intermediate, LLC, our wholly owned subsidiary (“Janus Intermediate”), Janus Core, our wholly owned subsidiary, Goldman Sachs Bank USA (as successor to UBS AG, Stamford Branch), as administrative agent and collateral agent and the other parties thereto. The 2026 Repricing Amendment reduces the applicable interest rate margins on the First Lien’s term loans by 50 basis points to 1.00% (for the term loans bearing interest at rates based on the base rate) and to 2.00% (for the term loans bearing interest at rates based on the secured overnight financing rate).
Line of Credit - We maintain a $125.0 revolving credit facility, pursuant to an ABL Credit and Guarantee Agreement (the “2023 LOC Agreement”). Interest payments with respect to the 2023 LOC Agreement are due in arrears. The maturity date is August 3, 2028. The revolving credit facility bears interest at a floating rate per annum consisting of the SOFR rate plus an applicable margin percent based on excess availability and a 10 basis points flat CSA. There was no outstanding balance on the line of credit as of January 3, 2026. As of January 3, 2026, the interest rate in effect for the facility was 5.42%. The line of credit is secured by accounts receivable and inventories. See Note 9 to our Consolidated Financial Statements in this Annual Report for a further discussion.
As of January 3, 2026, we were compliant with our covenants under the agreements governing our outstanding indebtedness.
As of January 3, 2026 and December 28, 2024, we maintained one letter of credit totaling approximately $0.4 on which there were no balances due. The amount available on the line of credit as of January 3, 2026 and December 28, 2024 was approximately $66.1 and $82.0, respectively.
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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 Consolidated Statements of Cash Flows in the Consolidated Financial Statements.
Year ended January 3, 2026 compared to the year ended December 28, 2024:
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | $ | % | ||||||||||
| Net cash provided by operating activities | $ | 139.5 | $ | 154.0 | $ | (14.5) | (9.4) | % | ||||||
| Net cash used in investing activities | (25.6) | (73.1) | 47.5 | (65.0) | % | |||||||||
| Net cash used in financing activities | (69.4) | (103.0) | 33.6 | (32.6) | % | |||||||||
| Effect of foreign currency rate changes on cash | 0.6 | (0.3) | 0.9 | 300.0 | % | |||||||||
| Net increase (decrease) in cash | $ | 45.1 | $ | (22.4) | $ | 67.5 | (301.3) | % |
Net cash provided by operating activities
Net cash provided by operating activities decreased by $14.5, or 9.4%, to $139.5 for the year ended January 3, 2026, compared to $154.0 for the year ended December 28, 2024. This was primarily driven by a $10.2 reduction in net cash activity from net working capital requirements, as well as a $4.3 decrease in net income adjusted for non-cash items.
Net cash used in investing activities
Net cash used in investing activities decreased by $47.5 or 65.0% for the year ended January 3, 2026, compared to the prior year. This decrease was primarily due to the T.M.C. Acquisition, which resulted in $59.4 of cash outflows during the 2024 fiscal year.
Net cash used in financing activities
Net cash used in financing activities decreased by $33.6 or 32.6% for the year ended January 3, 2026, compared to the prior year. This was driven by a decrease in share repurchases of $15.9 as compared to $78.8 in the prior year, which was partially offset by increased debt payments, net of debt proceeds, of $47.5 during the year ended January 3, 2026, compared to $24.9 in the year ended December 28, 2024.
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, if any, falls within the discretion of Janus’s Board of Directors and will depend upon many factors, including, but not limited to, 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.
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Non-GAAP Financial Measures
We use 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. 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.
Adjusted EBITDA
We use adjusted EBITDA, a non-GAAP financial measure, to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. EBITDA is earnings
before interest, taxes, depreciation, and amortization (“EBITDA”).
We present adjusted EBITDA which is a non-GAAP financial performance measure, which excludes from reported GAAP results, the impact of items consisting of restructuring, acquisition related activities, impairment and loss on extinguishment and modification of debt, and other non-recurring charges. We believe such items are not indicative of normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years and with peer group companies.
Accordingly, we believe these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. In addition, they provide useful measures for period-to-period comparisons of our 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, acquisition related expense, and other 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, 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 outside of our normal operations (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 acquisition related and other non-recurring items that Janus excludes in the calculation of these non-GAAP financial measures may differ from the expenses and acquisition related and other non-recurring 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 tables present a reconciliation of net income to adjusted EBITDA for the periods indicated:
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | January 3, 2026 | December 28, 2024 | $ | % | ||||||||||
| Net Income | $ | 53.8 | $ | 70.4 | $ | (16.6) | (23.6) | % | ||||||
| Interest, net | 36.8 | 49.6 | (12.8) | (25.8) | % | |||||||||
| Income taxes | 22.6 | 29.9 | (7.3) | (24.4) | % | |||||||||
| Depreciation | 12.9 | 12.0 | 0.9 | 7.5 | % | |||||||||
| Amortization | 33.2 | 32.0 | 1.2 | 3.8 | % | |||||||||
| EBITDA* | $ | 159.3 | $ | 193.9 | $ | (34.6) | (17.8) | % | ||||||
| Restructuring charges (income)(1) | 3.5 | (2.9) | 6.4 | (220.7) | % | |||||||||
| Acquisition expense(2) | 4.2 | 3.5 | 0.7 | 20.0 | % | |||||||||
| Impairment(3) | 0.7 | 12.0 | (11.3) | (94.2) | % | |||||||||
| Loss on extinguishment and modification of debt(4) | — | 1.7 | (1.7) | (100.0) | % | |||||||||
| Other | 0.5 | 0.3 | 0.2 | 66.7 | % | |||||||||
| Adjusted EBITDA* | $ | 168.2 | $ | 208.5 | $ | (40.3) | (19.3) | % |
(1)Restructuring charges consist of the following: 1) facility relocations, 2) severance and hiring costs associated with our strategic transformation, including leadership team changes, and 3) strategic business assessment and transformation projects.
(2)Expenses related to various professional fees, acquisition related compensation, and various acquisition related activities.
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(3)Impairment consists of the write down of the ACT Tradename intangible asset and certain customer relationship intangible assets during the year ended January 3, 2026 and the write down of the DBCI Tradename intangible asset during the year ended December 28, 2024, respectively.
(4)Adjustment for loss on extinguishment and modification of debt regarding the write off of unamortized fees and third-party fees as a result of the debt modification completed in April 2024.
*We use 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.
Credit Ratings
Costs of borrowing and our respective ability to access the capital markets are affected not only by market conditions but also by the short-term and long-term credit ratings assigned to our respective debt by the major credit rating agencies.
In determining our credit ratings, the rating agencies consider a number of quantitative factors, including but not limited to, debt to total capitalization, operating cash flow relative to outstanding debt, and operating cash flow coverage of interest. In addition, the rating agencies consider qualitative factors such as consistency of our earnings over time and the quality of our management and business strategy.
Our debt is rated by two rating agencies: Standard & Poor’s Corporation (S&P) and Moody’s Investors Service (Moody’s). As of January 3, 2026, our outlook and current debt ratings are as follows:
| S&P | Moody’s | ||
|---|---|---|---|
| Corporate | BB- | Ba3 | |
| Senior secured long-term debt(1) | BB | Ba3 | |
| Outlook | Stable | Stable |
(1)A credit rating is not a recommendation to buy, sell or hold securities. Our credit ratings may be revised or withdrawn at any time by the rating agencies, and each rating should be evaluated independently of any other rating. There can be no assurance that a rating will remain in effect for any given period of time or that a rating will not be lowered, or withdrawn entirely, by a rating agency if, in its judgment, circumstances so warrant.
Contractual Obligations
Summarized below are our contractual obligations as of January 3, 2026 and their expected impact on our liquidity and cash flows in future periods:
| (dollar amounts in millions) | Total | 2026 | 2027-2028 | 2029-2030 | Thereafter | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt obligations | $ | 551.0 | $ | 6.0 | $ | 12.0 | $ | 533.0 | $ | — | ||||||||
| Finance lease obligations | 2.2 | 0.9 | 1.2 | 0.1 | — | |||||||||||||
| Unconditional purchase obligations | 10.3 | 8.4 | 1.9 | — | — | |||||||||||||
| Operating lease obligations | 77.2 | 8.3 | 15.1 | 11.8 | 42.0 | |||||||||||||
| Total | $ | 640.7 | $ | 23.6 | $ | 30.2 | $ | 544.9 | $ | 42.0 |
Debt obligations are presented for the principal balance and include the First Lien Term Loan payments. The First Lien Term Loan has a maturity date of August 3, 2030. (See Note 10, Long-Term Debt, to our Consolidated Financial Statements in this Annual Report for a further discussion).
Finance lease obligations include future payments related to finance leases. Operating lease obligations consist of future payments related to operating lease liabilities for real and personal property leases with various lease expiration dates. The amount included in the “Thereafter” column is primarily comprised of eleven real property leases with expiration dates ranging from 2031–2044. Finance and operating lease obligations are presented net of imputed interest. (See Note 5, Leases, to our Consolidated Financial Statements in this Annual Report for a further discussion of future lease payments).
Unconditional purchase obligations consist of supply contracts that relate to fixed price arrangements as well as multi-year software contracts. As we continue to analyze the impact of previously announced and threatened tariffs as well as potential mitigation strategies, we may look to renegotiate certain fixed pricing arrangements or enter into more favorable fixed pricing arrangements to offset fluctuations in prices for raw materials.
The table above does not include $4.4 in estimated warranty liabilities because it is not certain when or if these liabilities will be funded.
In addition to the contractual obligations and commitments listed and described above, we also had another commitment for which we are contingently liable as of January 3, 2026 and December 28, 2024 consisting of an outstanding letter of credit of $0.4.
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Other Matters
Tariffs and Trade Restrictions
Some of our products may be impacted by recent tariff announcements and restrictions on trade. While we cannot predict the impact of potential new tariffs on global trade and economic growth, our regional presence, strong customer relationships, and strategic approach to supplying raw materials for our operations position us well to manage through these challenges. We actively monitor the regulatory environment and continue to make adjustments whenever necessary. Most of our steel strategically comes from domestic suppliers. We plan to continue to invest in our key strategic growth objectives while closely managing our cost structure and seeking alternative sources of supply to further reduce the impact of tariffs as appropriate.
Off-Balance Sheet Arrangements
As of January 3, 2026, we did not have any off-balance sheet arrangements that are material or reasonably likely to be material to our financial condition or results of operations.
Critical Accounting Estimates
For the critical Accounting Estimates used in preparing our Consolidated Financial Statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, results from operations and net income, as well as on the value of certain assets and liabilities on our consolidated balance sheets. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.
In accordance with our policies, we regularly evaluate our estimates, assumptions, and judgments, including, but not limited to, those concerning revenue recognition, business combinations, goodwill and indefinite-life intangible valuations and allowance for credit losses. The results involve judgments about the carrying values of assets and liabilities not readily apparent from other sources. If our assumptions or conditions change, the actual results of our reports may differ from these estimates. The following critical accounting estimates affect the more significant estimates, assumptions, and judgments we use to prepare these consolidated financial statements.
Revenue Recognition
For performance obligations recognized over time, we utilize the cost-to-cost input method as we consider it the most accurate measure of when goods and services are transferred to the customer. Under this method, we estimate the costs to complete individual contracts and recognize revenue proportionately to the total contract price deemed complete, based on the relationship of costs incurred to date to total anticipated costs.
It is important to note that, under the cost-to-cost method, the use of estimated costs to complete each contract is a crucial variable in determining recognized revenue. This estimate can change over the course of a contract’s duration due to many factors such as contract modifications and other elements affecting job completion.
To ensure accuracy, we regularly review and reassess our estimates for each uncompleted contract at least quarterly, incorporating the latest reliable information available. It is important to recognize that changes in these estimates could have both favorable and unfavorable impacts on revenues and their related profits.
Business Combinations
Under the acquisition method of accounting, the Company recognizes tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. We record the excess of the fair value of the consideration transferred over the value of the net assets acquired as goodwill. The accounting for business combinations requires us to make significant estimates and assumptions, especially with respect to intangible assets and the fair value of contingent payment obligations. We use a variety of information sources to determine the value of acquired assets and liabilities including: third-party appraisers for the values and lives of property, identifiable intangibles and inventories; and legal counsel or other advisors to assess the obligations associated with legal, environmental or other claims. Critical estimates in valuing customer relationships, noncompete agreements, and tradenames, include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could experience impairment charges which could be material.
Goodwill and Indefinite-Life Intangible Valuations
Our business acquisitions result in the recognition of goodwill and other intangible assets, which are a significant portion of our total assets. Goodwill represents the excess of acquisition costs over the fair value of the net tangible assets and identifiable intangible assets acquired in a business combination. Identifiable intangible assets are recognized separately from goodwill and include customer relationships, tradenames and trademarks, software, and other specifically identifiable assets. Certain tradenames and trademarks are deemed to be indefinite-lived.
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Goodwill represents the excess of the purchase price paid over the estimated fair value of the net assets acquired and liabilities assumed in the acquisition of a business. Goodwill has an indefinite useful life, and is not amortized, but instead tested for impairment annually on the first day of the fourth quarter of or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, “Intangibles—Goodwill and Other” (“ASC 350”). We test for goodwill impairment at the reporting unit level, which is an operating segment or one level below an operating segment. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit.
ASC 350 allows an optional qualitative assessment as part of annual impairment testing, prior to a quantitative assessment test, to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If a qualitative assessment determines an impairment is more likely than not, the Company is required to perform a quantitative impairment test. Otherwise, no further analysis is required. Alternatively, we may elect to proceed directly to the quantitative impairment test.
In conducting a qualitative assessment, we analyze actual and projected growth trends for net sales and margin for each reporting unit, as well as historical performance versus plan and the results of prior quantitative tests performed. Additionally, we assess factors that may impact our business, including macroeconomic conditions and the related impact, market-related exposures, plans to market for sale all or a portion of our business, competitive changes, new or discontinued product lines, changes in key personnel, and any potential risks to projected financial results.
If performed, the quantitative test compares the fair value of a reporting unit with its carrying amount. We determine the fair value of each reporting unit by estimating the present value of expected future cash flows, discounted by the applicable discount rate, and peer company multiples. If the carrying value exceeds the fair value, we recognize an impairment loss in the amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit.
In performing a quantitative assessment of indefinite-life intangible assets other than goodwill, primarily tradenames and trademarks, we estimate the fair value of these intangible assets using the relief-from-royalty method which requires assumptions related to projected revenues from our long-range plans; assumed royalty rates that could be payable if we did not own the trademark; and a discount rate using a market based weighted-average cost of capital. If the estimated fair value of the indefinite-life intangible asset is less than its carrying value, we would recognize an impairment loss. If actual results are not consistent with management’s estimate and assumptions, a material impairment charge of our trademarks and trade names could occur, which could have an adverse effect on our financial condition and results of operations.
We performed our annual goodwill impairment testing as of October 1, 2025, by performing a quantitative assessment as noted above for each reporting unit, using our best estimates for assumptions regarding future revenues, discount rates, and long-term growth rates to estimate the fair value of our reporting units. Based on the results of this assessment, the fair value of all of our reporting units exceeded their carrying values, however, we identified two reporting units for which the fair values were not substantially in excess of their carrying values.
Our Betco reporting unit had a fair value in excess of 11.3% of its carrying value of $97.6 and our TMC reporting unit had a fair value in excess of 10.5% of its carrying value of $67.0. As of January 3, 2026, our Betco and TMC reporting units had goodwill balances of $22.7 and $14.8, respectively.
We performed our annual impairment test for our indefinite-lived intangible assets other than goodwill as of October 1, 2025 using the relief-from-royalty method using our best estimates for assumptions related to our projected long-range revenues, discount rates and royalty rates. All of our indefinite-lived trademarks were determined to have concluded fair values in excess of their carrying values with the exception of our ACT tradename for which we recorded a $0.3 impairment charge for the year ended January 3, 2026.
Allowance for Credit Losses
We encounter credit loss risks associated with the collection of our account receivables. We analyze historical experience, customer specific and general economic conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount in estimating credit losses. The accounting estimate related to the allowance for credit losses is a critical accounting estimate because the underlying assumptions used for the allowance can change from time to time and credit losses could potentially have a material impact on our results of operations.
Recently Issued Accounting Standards
See Note 2 to our Consolidated Financial Statements in this Annual Report for a discussion of recently issued accounting pronouncements.
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MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001839839-25-000032.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which Janus’s management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition. You should read the following discussion and analysis of Janus’s financial condition and results of operations in conjunction with the consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K (this “Annual Report”).
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K filed on February 28, 2024 for discussion and analysis of results of operations for the year ended December 30, 2023.
Certain information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to plans and strategy for Janus’s 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’s 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 Annual Report. We assume no obligation to update any of these forward-looking statements.
Unless otherwise indicated or the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “Janus,” “we,” “us,” “our,” and other similar terms refer to Janus International Group Inc. and its subsidiaries.
Percentage amounts included in this Annual Report 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 Annual Report may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this Annual Report. Certain other amounts that appear in this Annual Report may not sum due to rounding.
Dollar amounts are shown in millions of dollars, unless otherwise noted, and rounded to the nearest million except for share
and per share amounts.
Introduction
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is a supplement to the accompanying 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 that 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 consolidated financial statements were prepared.
•Results of Operations: This section provides an analysis of our results of operations for the years ended December 28, 2024 and December 30, 2023.
•Liquidity and Capital Resources: This section provides a discussion of our financial condition and an analysis of our cash flows for the years ended December 28, 2024 and December 30, 2023. This section also provides a discussion of our contractual obligations, other purchase commitments and customer credit risk that existed at December 28, 2024, 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 Estimates: This section identifies and summarizes those accounting estimates 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.
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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, Poland, United Kingdom (“U.K.”), and Australia. The Company focuses on providing building solutions to two primary markets, providing building solutions to the self-storage industry and the broader commercial industrial market. 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 REITs or returns-driven operators of scale and are primarily located in the top 50 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 of damaged or end-of-life products.
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 Janus International Europe Holdings Ltd. (UK), whose production and sales are largely in Europe, the U.K., and Australia. The Janus North America segment is comprised of all the other entities including Janus International Group, Inc., Janus International Group, LLC (“Janus Core”), Betco, Inc. (“BETCO”), Nokē, Inc. (“NOKE”), Asta Industries, Inc. (“ASTA”), Access Control Technologies, LLC (“ACT”), Janus Door, LLC (“Janus Door”), Steel Door Depot.com, LLC (“Steel Door Depot”), Janus International Canada, Ltd. (“Janus Canada”), and Terminal Door, LLC (“Terminal Door”).
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 remodel self-storage facilities, including storage unit doors, hallways, ceilings, offices, optimizing unit mix, utilizing vacant land for movable storage units (JBI MASS relocatable storage units), and adding a more robust security solutions 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 also includes new self-storage capacity being brought online through conversions and expansions. R3 transforms self-storage and other facilities through door replacement, facility upgrades, Nokē Smart Entry Systems, and relocatable storage MASS.
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 freight terminals, designed with a higher gauge and deeper guides, which combat 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 for; commercial slat doors, heavy duty service doors, fire doors, fire rated counter shutters, insulated service doors, counter shutters and grilles. Following the T.M.C. Acquisition (hereinafter defined), our business expanded to provide trucking terminal renovation, construction, remodeling, and maintenance services to trucking customers in the Southeast United States.
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Executive Overview
Janus’s financials reflect the result of the execution of our operational and corporate strategy to penetrate the commercial and industrial storage markets, as well as capitalizing on the aging self-storage facilities, while continuing to diversify our products and solutions. Janus is a bespoke provider of not only products, but solutions that generate a favorable financial outcome for our clients.
•During fiscal year 2024, we introduced our all-new internal hardwired smart lock, Nokē Ion™ and announced our NS Series of enhanced security doors.
•Opened a distribution center in Toronto, Canada to service our Canadian markets and in Mt. Airy, North Carolina to support our commercial market.
•Acquired the assets of T.M.C., a premier provider of terminal maintenance services for the trucking industry in the Southeast.
•Announced a structural cost reduction program.
•Completed a voluntary pay down of $21.9 toward our debt and successfully repriced our term loan, which reduced the interest rate margin by 50 bps.
•Repurchased 7,141,261 shares for $79.6 as part of our previously announced $100.0 share repurchase program.
•Total revenues of $963.8 for the year ended December 28, 2024 compared to $1,066.4 for the year ended December 30, 2023.
•Net income was $70.4 for the year ended December 28, 2024 compared to $135.7 for the year ended December 30, 2023.
•Adjusted EBITDA was $208.5 for the year ended December 28, 2024 compared to $285.6 for the year ended December 30, 2023.
•Adjusted EBITDA as a percentage of revenue was 21.6% for the year ended December 28, 2024 compared to 26.8% for the year ended December 30, 2023.
•Cash flows from operations of $154.0 and free cash flow of $133.8 were generated for the year ended December 28, 2024 compared to $215.0 cash flows from operations and $196.0 free cash flow for the year ended December 30, 2023.
Information regarding use of Adjusted EBITDA and Free Cash Flow non-GAAP measures, and a reconciliation to the most comparable GAAP measure, is included in “Non-GAAP Financial Measures.”
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 nine entities including Corporate, Janus Core, Janus Door, Steel Door Depot, ASTA, NOKE, BETCO, ACT and T.M.C. 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 92.4% and 92.3% of Janus’s revenue for the years ended December 28, 2024 and December 30, 2023.
Janus International is comprised of Janus International Europe Holdings Ltd (“Janus Europe Holdings”) and its subsidiaries, Janus International Australia Pty Ltd (“Janus Australia”), Janus International Europe Ltd (“Janus Europe”), Janus International France SARL (“Janus France”), and Janus International Poland sp. z.o.o (“Janus Poland”). The Janus International segment produces and provides similar products and services as Janus North America but largely in Europe, the U.K., and Australia. Janus International represented 7.6% and 7.7% of Janus’s revenue for the years ended December 28, 2024 and December 30, 2023.
Basis of Presentation
The consolidated financial statements have been derived from the accounts of Janus and its wholly owned subsidiaries. Janus’s fiscal year follows a 4-4-5 calendar which generally divides a year into four quarters of 13 weeks, grouped into two 4-week “months” and one 5-week “month.” As a result, some period comparisons are not comparable as one period 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. Our fiscal year is composed of the 52 or 53 weeks ending on the Saturday closest to the last day of December. Fiscal year 2024, ending on December 28, 2024, and fiscal year 2023, ending on December 30, 2023, were both comprised of 52 weeks. All references to years, quarters, and months relate to fiscal periods rather than calendar periods, unless otherwise noted.
We have presented results of operations, including the related discussion and analysis for the year ended December 28, 2024 compared to the year ended December 30, 2023.
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Components of Results of Operations
Product revenues. Product revenues represent 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 revenues are recognized upon transfer of control to the customer, which generally takes place at the point of destination. In certain instances, product revenues include all revenues affiliated with erecting an entire structure for our customers, which is recognized over time. 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.
Service revenues. Service revenue primarily reflects installation services provided to customers for steel structures, steel roll-up and swing doors, hallway systems, and relocatable storage units. Additionally, service revenue includes trucking terminal construction and remodeling, as well as repair and maintenance services tailored to trucking customers. Service revenue is recognized over time as performance obligations are satisfied. Janus maintains close integration with customers throughout all phases of a project, including facility planning and design, construction, access control, and R3 services for damaged or end-of-life products, as well as facility updates driven by market consolidation.
Product cost of revenues. Product cost of revenues 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, outbound freight, and personnel-related costs directly associated with manufacturing operations, depreciation on certain assets, as well as other as overhead and indirect costs. Product costs of revenues also include all costs affiliated with erecting a self storage facility for our customers. We expect our product cost of revenues to substantially correlate to our product revenues.
Service cost of revenues. Cost of services includes third-party installation subcontractor costs directly associated with the installation of our products. Our cost of 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 our service cost of revenues to substantially correlate to our service revenues.
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 substantially correlate to overall revenues, with some deviations for strategic investments.
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, professional services and public company costs. We expect general and administrative expenses to substantially correlate to overall revenues, with some deviations for strategic investments.
Interest expense. Consists of interest expense on short-term and long-term debt and amortization of deferred financing fees, partially offset by interest income earned on cash equivalents. (see “Long Term Debt” section).
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Key Performance Measures
Management evaluates the performance of its reportable segments based on the revenue of products and services, gross profit, and 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 titled “Non-GAAP Financial Measures” 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 generally reflects Janus’s operational status, indicating whether the business is expanding or contracting. While we expect changes in our workforce to generally correlate to our operational performance, certain non-recurring events such as corporate restructuring, could impact general trends related to our headcount as the Company continues to develop an appropriate workforce composition to meet operational demand. As of December 28, 2024 and December 30, 2023, the Company’s headcount was 2,271 (including 388 temporary employees) and 2,305 (including 441 temporary employees), respectively.
The following table sets forth key performance measures for the years ended December 28, 2024 and December 30, 2023
(dollar amounts in millions)
| Year Ended | Variance | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | December 30, 2023 | $ | % | |||||||||
| Total Revenue | $ | 963.8 | $ | 1,066.4 | $ | (102.6) | (9.6) | % | ||||
| Adjusted EBITDA | $ | 208.5 | $ | 285.6 | $ | (77.1) | (27.0) | % | ||||
| Adjusted EBITDA (% of revenue) | 21.6 | % | 26.8 | % | (5.2) | % |
Total revenues decreased by $102.6 or 9.6% for the year ended December 28, 2024 compared to the year ended December 30, 2023, primarily due to the negative impacts of volume declines due to project deferrals as a result of the higher interest rate environment.
Adjusted EBITDA decreased by $77.1 or 27.0% from the year ended December 28, 2024 compared to the year ended December 30, 2023, and Adjusted EBITDA as a percentage of revenue decreased 5.2% for the year ended December 28, 2024 primarily due to the negative impacts of volume declines due to project deferrals and increases in operating expenses. (See “Non-GAAP Financial Measures” section).
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Factors Affecting the Results of Operations
Key Factors Affecting the Business and Financial Statements
Management understands Janus’s performance and future growth depends on a number of factors that present significant opportunities but also pose risks and challenges.
Factors Affecting Revenues
Janus’s 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, energy, market conditions, labor and logistics costs and the competitive environment. In certain cases, realized price increases are less than the announced price increases because of 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 service, and a reputation for high quality products.
Factors Affecting Growth Through Acquisitions
Janus’s business strategy involves growth through, among other things, the acquisition of other companies. Janus evaluates companies that it believes will strategically fit into its business and growth objectives, including those that will support its overall strategy of portfolio diversification, geographic expansion, and technological innovation, among other areas of focus. While Janus seeks acquisition opportunities that it believes will augment its business and growth objectives, certain factors could prevent acquisition opportunities from materializing, including target-company availability, relative valuation expectations, and certain due diligence considerations, among other factors.
Factors Affecting Operating Costs
Janus’s 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 and marketing, and general and administrative expenses.
Janus’s largest individual raw material expenditure is steel coils. Fluctuations in the prices of steel coil are generally beyond Janus’s control and have a direct impact on the financial results. From time to time, Janus enters into agreements with large suppliers in order to fix steel coil prices for part of Janus’s production needs and partially mitigate the potential impacts of short-term steel coil price fluctuations. These arrangements allow Janus to purchase steel coils for fixed prices as outlined in the contracts. Outbound freight costs are driven by Janus’s volume of product revenues and are subject to the freight market pricing environment.
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Results of Operations - Consolidated
The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this document. We have derived this data from our consolidated financial statements included elsewhere in this Annual Report. The following tables set forth our results of operations for the periods presented in dollars.
A detailed discussion of the prior year ended December 30, 2023 to the year ended December 31, 2022 year-over-year changes is not included herein and can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the year ended December 30, 2023 Annual Report on Form 10-K filed on February 28, 2024.
Results of Operations
(dollar amounts in millions)
For the year ended December 28, 2024 compared to the year ended December 30, 2023
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | December 30, 2023 | $ | % | |||||||||||
| REVENUE | ||||||||||||||
| Product revenues | $ | 779.4 | $ | 909.8 | $ | (130.4) | (14.3) | % | ||||||
| Service revenues | 184.4 | 156.6 | 27.8 | 17.8 | % | |||||||||
| Total revenue | $ | 963.8 | $ | 1,066.4 | $ | (102.6) | (9.6) | % | ||||||
| Product cost of revenues | 442.3 | 500.8 | (58.5) | (11.7) | % | |||||||||
| Service cost of revenues | 123.7 | 115.9 | 7.8 | 6.7 | % | |||||||||
| Cost of revenues | $ | 566.0 | $ | 616.7 | $ | (50.7) | (8.2) | % | ||||||
| GROSS PROFIT | $ | 397.8 | $ | 449.7 | $ | (51.9) | (11.5) | % | ||||||
| OPERATING EXPENSE | ||||||||||||||
| Selling and marketing | 68.1 | 65.5 | 2.6 | 4.0 | % | |||||||||
| General and administrative | 171.1 | 138.5 | 32.6 | 23.5 | % | |||||||||
| Impairment | 12.0 | — | 12.0 | 100.0 | % | |||||||||
| Operating Expenses | $ | 251.2 | $ | 204.0 | $ | 47.2 | 23.1 | % | ||||||
| INCOME FROM OPERATIONS | $ | 146.6 | $ | 245.7 | $ | (99.1) | (40.3) | % | ||||||
| Interest expense, net | (49.6) | (60.0) | 10.4 | (17.3) | % | |||||||||
| Gain on sale of manufacturing facility | 5.0 | — | 5.0 | 100.0 | % | |||||||||
| Loss on extinguishment and modification of debt | (1.7) | (3.9) | 2.2 | (56.4) | % | |||||||||
| Other (expense) | — | 1.0 | (1.0) | (100.0) | % | |||||||||
| Other Expense, Net | $ | (46.3) | $ | (62.9) | $ | 16.6 | (26.4) | % | ||||||
| INCOME BEFORE TAXES | $ | 100.3 | $ | 182.8 | $ | (82.5) | (45.1) | % | ||||||
| Provision for Income Taxes | 29.9 | 47.1 | (17.2) | (36.5) | % | |||||||||
| NET INCOME | $ | 70.4 | $ | 135.7 | $ | (65.3) | (48.1) | % | ||||||
| Adjusted EBITDA* | $ | 208.5 | $ | 285.6 | $ | (77.1) | (27.0) | % |
*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.
33
Revenue
| (dollar amounts in millions) | Year Ended | Variance | Variance Breakdown | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | December 30, 2023 | $ | % | Acquisition Revenue | Organic Growth | Organic Growth % | |||||||||||||||||||
| Product revenues | $ | 779.4 | $ | 909.8 | $ | (130.4) | (14.3) | % | $ | — | $ | (130.4) | (14.3) | % | |||||||||||
| Service revenues | 184.4 | 156.6 | 27.8 | 17.8 | % | 27.2 | $ | 0.6 | 0.4 | % | |||||||||||||||
| Total | $ | 963.8 | $ | 1,066.4 | $ | (102.6) | (9.6) | % | $ | 27.2 | $ | (129.8) | (12.2) | % |
Total revenue declined $102.6 for the year ended December 28, 2024 compared to the year ended December 30, 2023. The organic revenue decline for the year ended December 28, 2024 is substantially attributed to a decline in volume associated with customer deferrals of projects based on macroeconomic uncertainty and the interest rate environment. The organic decline was partially offset by $27.2 in inorganic revenue from the T.M.C. Acquisition.
The following table and discussion compares Janus’s revenues by sales channel:
| Year Ended | Year Ended | Variance | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | December 28, 2024 | % of revenues | December 30, 2023 | % of revenues | $ | % | ||||||||||||||
| New Construction - Self Storage | $ | 416.3 | 43.2 | % | $ | 394.9 | 37.0 | % | $ | 21.4 | 5.4 | % | ||||||||
| R3 - Self Storage | 245.7 | 25.5 | % | 334.9 | 31.4 | % | (89.2) | (26.6) | % | |||||||||||
| Commercial and Other | 301.8 | 31.3 | % | 336.6 | 31.6 | % | (34.8) | (10.3) | % | |||||||||||
| Total | $ | 963.8 | 100.0 | % | $ | 1,066.4 | 100.0 | % | $ | (102.6) | (9.6) | % |
New construction revenues increased by $21.4 or 5.4% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The increase in the year ended December 28, 2024 is primarily due to elevated occupancy rates and continued demand in the first half of the year.
R3 revenues decreased by $89.2 or 26.6% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The R3 sales decrease was due to project deferrals associated with macroeconomic uncertainty as well as an approximately 33% decline in facility expansion and retail big-box conversion activity.
Commercial and other revenues decreased by $34.8 or 10.3% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The decrease was attributable to a decline in volumes for rolling sheet doors in the carport and shed market, partially offset by $27.2 in inorganic revenue from the T.M.C. Acquisition.
Cost of Revenues
| Year Ended | Variance | Variance Breakdown | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | December 28, 2024 | December 30, 2023 | $ | % | Acquisition Cost | Organic Growth | Organic Growth % | |||||||||||||||||
| Product cost of revenues | $ | 442.3 | $ | 500.8 | $ | (58.5) | (11.7) | % | $ | — | $ | (58.5) | (11.7) | % | ||||||||||
| Service cost of revenues | 123.7 | 115.9 | 7.8 | 6.7 | % | 17.9 | $ | (10.1) | (8.7) | % | ||||||||||||||
| Cost of revenues | $ | 566.0 | $ | 616.7 | $ | (50.7) | (8.2) | % | $ | 17.9 | $ | (68.6) | (11.1) | % |
The cost of revenues decreased $50.7 or 8.2% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The decrease in product cost of revenues of $58.5 for the year ended December 28, 2024 is primarily attributable to the decline in volume. The $7.8 increase in service cost of revenue is primarily attributable to the operational costs of T.M.C., that was acquired in the second quarter of fiscal year 2024.
Operating Expenses - Selling and marketing
Selling and marketing expense increased $2.6 or 4.0% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The increase is primarily the result of an increase in marketing and advertising expenses for strategic purposes.
Operating Expenses - General and administrative
General and administrative expenses increased by $32.6 or 23.5% for the year ended December 28, 2024 compared to December 30, 2023. This was primarily driven by a $15.7 increase in the provision of expected credit losses based on a number of customers that have an elevated risk of not making payment. In addition, there is a higher cost structure as a result of the T.M.C. Acquisition as well as $2.6 of post acquisition expenditures related to the T.M.C. business. Stock-based compensation increased $3.6 as a result of the inclusion of expense associated with three fiscal years of grants in 2024 compared to two years of grant expense in fiscal year 2023. There was also an increase in restructuring charges of $0.9 to support strategic initiatives. Lastly, there was a net $4.9 increase in one-time acquisition charges, relating to various non-recurring professional fees.
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Intangible Asset Impairment
For the year ended December 28, 2024, the Company recognized a non-cash impairment of $12.0 on our DBCI tradename primarily due to an overall change in brand strategy for the DBCI tradename. Therefore, we have a lowered expected future revenue, earnings, and cash flow stream associated with the tradename.
Interest Expense, net
Interest expense, net decreased $10.4 to $49.6 or 17.3% for the year ended December 28, 2024 compared to the year ended December 30, 2023 primarily due to a voluntary debt repayment of $21.9 million during the 2024 fiscal year and a voluntary repayment of $85.3 throughout the 2023 fiscal year. The decrease in interest expense is also due to the April 2024 Repricing Agreement, which lowered the overall interest rate, partially offset by the investment in cash equivalents, which resulted in interest income of $2.1 for the year ended December 28, 2024. (See “Liquidity and Capital Resources” section).
Income Taxes
Income tax expense decreased by $17.2 or 36.5% to $29.9 for the year ended December 28, 2024 from $47.1 for the year ended December 30, 2023, due to the year over year decrease of income before taxes.
Net Income
The $65.3 or 48.1% decrease in net income for the year ended December 30, 2023 compared to the year ended December 28, 2024 is largely due to a decrease in revenues and increase in operating expenses partially offset by a decrease in cost of revenues.
Adjusted EBITDA
Adjusted EBITDA decreased by $77.1 or 27.0% for the year ended December 28, 2024 compared to the year ended December 30, 2023, primarily due to a decrease in revenue yielding a decline in gross profit of $45.7 with an increase in general and administrative costs largely attributed to the provision of expected credit losses reserves of $15.7 and an increase in costs associated with the opening of the Poland facility.
Segment Results of Operations
We operate in and report financial results for two segments: North America and International. We have the following sales channels: Self-Storage New Construction, Self-Storage R3, and Commercial and Other.
Gross profit and Adjusted EBITDA are the measures of profit and loss that our Chief Operating Decision Maker (“CODM”) uses to evaluate the financial performance of the business and as the basis for resource allocation, performance reviews and compensation.
Adjusted EBITDA is defined as net income excluding interest expense, income taxes, depreciation, amortization, and other non-operational, non-recurring items. The CODM uses Adjusted EBITDA, a non-GAAP financial measure, as a primary performance metric to assess operating performance, develop future operating plans, and make strategic decisions related to operating expenses and resource allocation, among others.
The segment discussion that follows describes the significant factors contributing to the changes in results for each segment included in net earnings.
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Results of Operations - Janus North America
For the year ended December 28, 2024 compared to the year ended December 30, 2023
| (dollar amounts in millions) | Year Ended | Variance | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | December 30, 2023 | $ | % | ||||||||||
| REVENUE | |||||||||||||
| Product revenues | $ | 738.6 | $ | 865.1 | $ | (126.5) | (14.6)% | ||||||
| Services revenues | 154.0 | 120.6 | 33.4 | 27.7% | |||||||||
| Total revenue | $ | 892.6 | $ | 985.7 | $ | (93.1) | (9.4)% | ||||||
| Product cost of revenues | 410.5 | 470.8 | (60.3) | (12.8)% | |||||||||
| Service cost of revenues | 102.3 | 89.4 | 12.9 | 14.4% | |||||||||
| Cost of revenues | $ | 512.8 | $ | 560.2 | $ | (47.4) | (8.5)% | ||||||
| GROSS PROFIT | $ | 379.8 | $ | 425.5 | $ | (45.7) | (10.7)% | ||||||
| OPERATING EXPENSE | |||||||||||||
| Selling and marketing | 63.6 | 62.2 | 1.4 | 2.3% | |||||||||
| General and administrative | 157.6 | 125.4 | 32.2 | 25.7% | |||||||||
| Impairment | 12.0 | — | 12.0 | 100.0% | |||||||||
| Operating Expenses | $ | 233.2 | $ | 187.6 | $ | 45.6 | 24.3% | ||||||
| INCOME FROM OPERATIONS | $ | 146.6 | $ | 237.9 | $ | (91.3) | (38.4)% | ||||||
| Adjusted EBITDA* | $ | 206.3 | $ | 275.8 | $ | (69.5) | (25.2)% |
*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.
Revenue
| (dollar amounts in millions) | Year Ended | Variance | Variance Breakdown | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | December 30, 2023 | $ | % | Acquisition Revenue | Organic Growth | Organic Growth % | |||||||||||||||||||
| Product revenues(1) | $ | 738.6 | $ | 865.1 | $ | (126.5) | (14.6) | % | $ | — | $ | (126.5) | (14.6) | % | |||||||||||
| Service revenues | 154.0 | 120.6 | 33.4 | 27.7 | % | 27.2 | $ | 6.2 | 5.1 | % | |||||||||||||||
| Total revenue | $ | 892.6 | $ | 985.7 | $ | (93.1) | (9.4) | % | $ | 27.2 | $ | (120.3) | (12.2) | % |
(1) Product revenues include product revenues transferred at a point in time and product revenues transferred over time.
Total revenue declined $93.1 for the year ended December 28, 2024 compared to the year ended December 30, 2023. The organic revenue decline for the year ended December 28, 2024 is substantially attributed to a decline in volume associated with customer deferrals of projects based on macroeconomic uncertainty and the interest rate environment. The organic decline was partially offset by $27.2 in inorganic revenue from the T.M.C. Acquisition.
The following table and discussion compares Janus North America revenues by sales channel.
| (dollar amounts in millions) | Year Ended | Variance | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | % of total revenues | December 30, 2023 | % of total revenues | $ | % | |||||||||||||||
| New Construction - Self Storage | $ | 354.0 | 39.7 | % | $ | 321.7 | 32.6 | % | $ | 32.3 | 10.0 | % | ||||||||
| R3 - Self Storage | 234.3 | 26.2 | % | 325.8 | 33.1 | % | (91.5) | (28.1) | % | |||||||||||
| Commercial and Other | 304.3 | 34.1 | % | 338.2 | 34.3 | % | (33.9) | (10.0) | % | |||||||||||
| Total | $ | 892.6 | 100.0 | % | $ | 985.7 | 100.0 | % | $ | (93.1) | (9.4) | % |
New Construction revenues increased by $32.3 or 10.0% for the year ended December 28, 2024 compared to the year ended December 30, 2023 primarily due to elevated occupancy rates and continued demand in the first half of the year.
R3 revenues decreased by $91.5 or 28.1% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The R3 sales decrease was due to project deferrals associated with macroeconomic uncertainty as well as an approximately 33% decline in facility expansion and retail big-box conversion activity.
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Commercial and Other revenues decreased by $33.9 or 10.0% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The decrease was attributable to a decline in volumes for rolling sheet doors in the carport and shed market, offset by $27.2 in inorganic revenue from the T.M.C. Acquisition.
Cost of Revenues
| (dollar amounts in millions) | Year Ended | Variance | Variance Breakdown | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | December 30, 2023 | $ | % | Acquisition Cost | Organic Growth | Organic Growth % | ||||||||||||||||
| Product cost of revenues | $ | 410.5 | $ | 470.8 | $ | (60.3) | (12.8) | % | $ | — | $ | (60.3) | (12.8) | % | ||||||||
| Service cost of revenues | 102.3 | 89.4 | 12.9 | 14.4 | % | 17.9 | $ | (5.0) | (5.6) | % | ||||||||||||
| Cost of revenues | $ | 512.8 | $ | 560.2 | $ | (47.4) | (8.5) | % | $ | 17.9 | $ | (65.3) | (11.7) | % |
The cost of revenues decreased $47.4 or 8.5% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The decrease in product cost of revenues of $60.3 for the year ended December 28, 2024 is primarily attributable to the decline in volume. The $12.9 increase in service cost of revenue is primarily attributable to the T.M.C. Acquisition partially offset by the decline in organic volume for the year ended December 28, 2024 compared to the year ended December 30, 2023.
Operating Expenses - Selling and marketing
Selling and marketing expenses increased $1.4 or 2.3% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The increase is primarily the result of increases in payroll, marketing, and advertising expenses.
Operating Expenses - General and administrative
General and administrative expenses increased $32.2 or 25.7% for the year ended December 28, 2024 compared to the year ended December 30, 2023. This was primarily driven by a $15.7 increase in the provision of expected credit losses based on a number of customers that have an elevated risk of not making payment. Operating expense depreciation increased by $1.8 as a result of the increased investment in property, plant and equipment. As a result of the T.M.C. Acquisition, there are approximately $2.6 additional inorganic expenses. Stock-based compensation increased $3.6 as a result of the inclusion of expense associated with three fiscal years of grants in 2024 compared to two years of grant expense in fiscal year 2023. Restructuring charges increased by $0.9 to support strategic initiatives. Lastly, there was a net $4.9 increase in one-time acquisition charges, relating to various non-recurring professional fees.
Intangible Asset Impairment
For the year ended December 28, 2024. the Company recognized a non-cash impairment of $12.0 on our DBCI tradename primarily due to an overall change in brand strategy for the DBCI tradename. The Company implemented a strategic decision to focus the use of the DBCI tradename toward the Commercial markets on a going forward basis. The DBCI tradename will no longer be a focus within the self-storage industry. Therefore, we have lowered expected future revenue, earnings, and cash flow stream associated with the tradename.
Income from Operations
Income from operations decreased by $91.3 or 38.4% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The decrease is primarily due to a decline in sales volume and fixed cost leverage, the intangible asset impairment charge and the increase in general and administrative expenses.
Adjusted EBITDA
Adjusted EBITDA decreased by $69.5 or 25.2% for the year ended December 28, 2024 compared to the year ended December 30, 2023, primarily due to a decrease in revenue yielding a decline in gross profit of $45.7 with an increase in general and administrative costs largely attributed to the provision of expected credit losses reserves of $15.7.
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Results of Operations - Janus International
For the year ended December 28, 2024 compared to the year ended December 30, 2023
| (dollar amounts in millions) | Year Ended | Variance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | December 30, 2023 | $ | % | |||||||||||
| REVENUE | ||||||||||||||
| Product revenues | $ | 43.2 | $ | 46.3 | $ | (3.1) | (6.7) | % | ||||||
| Services revenues | 30.4 | 36.0 | (5.6) | (15.6) | % | |||||||||
| Total revenue | $ | 73.6 | $ | 82.3 | $ | (8.7) | (10.6) | % | ||||||
| Product cost of revenues | 33.3 | 31.7 | 1.6 | 5.0 | % | |||||||||
| Service cost of revenues | 22.3 | 26.4 | (4.1) | (15.5) | % | |||||||||
| Cost of revenues | $ | 55.6 | $ | 58.1 | $ | (2.5) | (4.3) | % | ||||||
| GROSS PROFIT | $ | 18.0 | $ | 24.2 | $ | (6.2) | (25.6) | % | ||||||
| OPERATING EXPENSE | ||||||||||||||
| Selling and marketing | 4.5 | 3.3 | 1.2 | 36.4 | % | |||||||||
| General and administrative | 13.5 | 13.1 | 0.4 | 3.1 | % | |||||||||
| Operating Expenses | $ | 18.0 | $ | 16.4 | $ | 1.6 | 9.8 | % | ||||||
| INCOME FROM OPERATIONS | $ | — | $ | 7.8 | $ | (7.8) | (100.0) | % | ||||||
| Adjusted EBITDA* | $ | 2.2 | $ | 9.8 | $ | (7.6) | (77.6) | % |
*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.
Revenue
| (dollar amounts in millions) | Year Ended | Variance | Variance Breakdown | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | December 30, 2023 | $ | % | Acquisition Revenue | Organic Growth | Organic Growth % | |||||||||||||||||||
| Product revenues | $ | 43.2 | $ | 46.3 | $ | (3.1) | (6.7) | % | $ | — | $ | (3.1) | (6.7) | % | |||||||||||
| Services revenues | 30.4 | 36.0 | (5.6) | (15.6) | % | — | $ | (5.6) | (15.6) | % | |||||||||||||||
| Total revenues | $ | 73.6 | $ | 82.3 | $ | (8.7) | (10.6) | % | $ | — | $ | (8.7) | (10.6) | % |
The $8.7 or 10.6% decrease in revenues is primarily due to a decline in volume as a result of the U.K. recessionary period during the first half of fiscal year 2024.
The following table illustrates the revenues by sales channel for the years ended December 28, 2024 and December 30, 2023.
| (dollar amounts in millions) | Year Ended | Variance | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | % of total revenues | December 30, 2023 | % of total revenues | $ | % | ||||||||||||||
| New Construction - Self Storage | $ | 62.2 | 84.5 | % | $ | 73.2 | 88.9 | % | $ | (11.0) | (15.0)% | ||||||||
| R3 - Self Storage | 11.4 | 15.5 | % | 9.1 | 11.1 | % | 2.3 | 25.3 | % | ||||||||||
| Total | $ | 73.6 | 100.0 | % | $ | 82.3 | 100.0 | % | $ | (8.7) | (10.6) | % |
New Construction revenues decreased by $11.0 or 15.0% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The decrease in New Construction revenues is primarily due to a decline in volume as a result of the U.K. recessionary period during the first half of fiscal year 2024.
R3 revenues increased by $2.3 or 25.3% for the year ended December 28, 2024 compared to the year ended December 30, 2023.
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Cost of revenues
| (dollar amounts in millions) | Year Ended | Variance | Variance Breakdown | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | December 30, 2023 | $ | % | Acquisition Cost | Organic Growth | Organic Growth % | |||||||||||||||||||
| Product cost of revenues | $ | 33.3 | $ | 31.7 | $ | 1.6 | 5.0 | % | $ | — | $ | 1.6 | 5.0 | % | |||||||||||
| Service cost of revenues | 22.3 | 26.4 | (4.1) | (15.5) | % | 17.9 | $ | (22.0) | (83.3) | % | |||||||||||||||
| Cost of revenues | $ | 55.6 | $ | 58.1 | $ | (2.5) | (4.3) | % | $ | 17.9 | $ | (20.4) | (35.1) | % |
Cost of revenues decreased by $2.5 or 4.3% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The change in cost of revenues is generally aligned with the changes in revenues following volume activity, slightly offset by an increase in fixed costs related to the manufacturing plant located in Poland, which was fully operational for the year ended December 28, 2024.
Operating Expenses - General and administrative
General and administrative expenses increased $0.4 or 3.1% for the year ended December 28, 2024 compared to the year ended December 30, 2023. The increase for the year ended December 28, 2024 is primarily due to the higher cost structure with an additional manufacturing plant located in Poland, which opened in late fiscal year 2023 and was operational during the full fiscal year 2024.
Income from Operations
Income from operations decreased by $7.8 for the year ended December 28, 2024 compared to the year ended December 30, 2023. The decrease for the periods is primarily due to a decrease in sales volume and decline from fixed cost leverage.
Adjusted EBITDA
Adjusted EBITDA decreased by $7.6 or 77.6% compared to the year ended December 30, 2023, primarily due to a decline in revenues and an increase in our cost structure associated with our Poland manufacturing plant.
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Results of Operations - Eliminations
Eliminations include transactions to account for intercompany activity. The eliminations necessary to arrive at consolidated financial information activity for the years December 28, 2024 and December 30, 2023 are as follows:
| (dollar amounts in millions) | Year Ended | |||||
|---|---|---|---|---|---|---|
| Revenues | December 28, 2024 | December 30, 2023 | ||||
| North America Segment revenues | $ | 892.6 | $ | 985.7 | ||
| International Segment revenues | 73.6 | 82.3 | ||||
| Intersegment Eliminations | (2.4) | (1.6) | ||||
| Consolidated total revenues | $ | 963.8 | $ | 1,066.4 |
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| Cost of revenues | December 28, 2024 | December 30, 2023 | ||||
| North America Segment cost of revenues | $ | 512.8 | $ | 560.2 | ||
| International Segment cost of revenues | 55.6 | 58.1 | ||||
| Intersegment Eliminations | (2.4) | (1.6) | ||||
| Consolidated total cost of revenues | $ | 566.0 | $ | 616.7 |
| Revenues by sales channel | North America Revenues | International Revenues | Eliminations | Consolidated Revenues | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | ||||||||||||||
| New Construction - Self Storage | $ | 354.0 | $ | 62.2 | $ | — | $ | 416.2 | ||||||
| R3 - Self Storage | 234.3 | 11.4 | — | 245.7 | ||||||||||
| Commercial and Other | 304.3 | — | (2.4) | 301.9 | ||||||||||
| $ | 892.6 | $ | 73.6 | $ | (2.4) | $ | 963.8 | |||||||
| December 30, 2023 | ||||||||||||||
| New Construction - Self Storage | $ | 321.7 | $ | 73.2 | — | $ | 394.9 | |||||||
| R3 - Self Storage | 325.8 | 9.1 | — | 334.9 | ||||||||||
| Commercial and Other | 338.2 | — | (1.6) | 336.6 | ||||||||||
| $ | 985.7 | $ | 82.3 | $ | (1.6) | $ | 1,066.4 |
40
Non-GAAP Financial Measures
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.
Adjusted EBITDA
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. Management believes Adjusted EBITDA allows investors to evaluate the Company’s operating performance and compare our results of operations from period to period on a consistent basis by excluding items that management does not believe are indicative of our core operating performance. EBITDA is earnings before interest, taxes, depreciation, and amortization.
Adjusted EBITDA is 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, these measures provide useful information to investors and others in understanding and evaluating Janus’s 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’s 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, 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., corporate restructuring); and
•exclude non-cash impairments, non-cash gains or losses on the sale of property, plant and equipment (“PP&E”), other non-cash items and one-time charges;
•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 presents a reconciliation of net income to Adjusted EBITDA for the periods indicated:
| (dollar amounts in millions) | Year Ended | Variance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 28, 2024 | December 30, 2023 | $ | % | |||||||||||
| Net Income | $ | 70.4 | $ | 135.7 | $ | (65.3) | (48.1) | % | ||||||
| Interest expense, net | 49.6 | 60.0 | (10.4) | (17.3) | % | |||||||||
| Income taxes | 29.9 | 47.1 | (17.2) | (36.5) | % | |||||||||
| Depreciation | 12.0 | 9.3 | 2.7 | 29.0 | % | |||||||||
| Amortization | 32.0 | 29.8 | 2.2 | 7.4 | % | |||||||||
| EBITDA* | $ | 193.9 | $ | 281.9 | $ | (88.0) | (31.2) | % | ||||||
| Restructuring (income) expense(1) | (2.9) | 1.2 | (4.1) | (341.7) | % | |||||||||
| Impairment(2) | 12.0 | — | 12.0 | 100.0 | % | |||||||||
| Loss on extinguishment and modification of debt(3) | 1.7 | 3.9 | (2.2) | (56.4) | % | |||||||||
| Acquisition expense (income)(4) | 3.5 | (1.4) | 4.9 | (350.0) | % | |||||||||
| Other | 0.3 | — | 0.3 | 100.0 | % | |||||||||
| Adjusted EBITDA* | $ | 208.5 | $ | 285.6 | $ | (77.1) | (27.0) | % |
(1)Restructuring (income) expense consist of the following: 1) facility relocations; 2) severance and hiring costs associated with our strategic transformation, including executive leadership team changes; 3) sale of a manufacturing facility; and 4) strategic business assessment and transformation projects.
(2)Impairment consists of the write down of the DBCI tradename intangible asset.
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(3)Adjustments for loss on extinguishment and modification of debt are related to the write off of unamortized fees and third-party fees as a result of the debt modification completed in April 2024 and the debt refinancing of its existing certain First Lien Credit and Guarantee Agreement, dated as of February 12, 2018 (as amended to date, the “First Lien Term Loan”) pursuant to Amendment No. 6 to the First Lien Term Loan, that occurred in August 2023 (the “Amendment No. 6 First Lien”).
(4)Expenses or income related to various professional fees, net working capital finalization, and legal settlements from acquisition related activities.
*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.
Adjusted Net Income
Adjusted Net Income is defined as net income attributable to shareholders, which excludes from reported GAAP results, the impact of certain items consisting of acquisition events and other non-recurring charges. Similar to Adjusted EBITDA, such expenses, charges, and gains are excluded since they are not indicative of Janus’s normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years and with peer group companies.
We use Adjusted Net Income to facilitate a comparison of our operating performance on a consistent basis from period to period that, when viewed in combination with our results prepared in accordance with U.S. GAAP, provides a more complete understanding of factors and trends affecting our business than does U.S. GAAP measures alone. Adjusted net income should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP.
The following table presents a reconciliation of net income to adjusted net income for the periods indicated:
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| (dollar amounts in millions) | December 28, 2024 | December 30, 2023 | ||||
| Net Income | $ | 70.4 | $ | 135.7 | ||
| Net Income Adjustments(1) | 14.6 | 3.7 | ||||
| Tax Effect on Net Income Adjustments(2) | (4.4) | (1.0) | ||||
| Out of period adjustments(3) | $ | 1.5 | $ | — | ||
| Non-GAAP Adjusted Net Income* | $ | 82.1 | $ | 138.4 |
(1)Refer to the Adjusted EBITDA table above for detailed breakout of adjustment items.
(2)Tax effected for the net income adjustments. Effective tax rates of 29.8% and 25.8% were used for the periods ended December 28, 2024 and December 30, 2023, respectively.
(3)Out of period adjustments includes a tax correction of $3.4 partially offset by a reduction in service cost of revenues of $1.9, net of tax.
*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.
Free Cash Flow
The Company uses a measure of free cash flow to facilitate an understanding of its ability to generate cash for reinvestment into its businesses. We define “Free Cash Flow” as cash flow from operating activities, less cash used in purchases of property plant and equipment. Free Cash Flow is not intended as an alternative measure of cash flow from operations, as determined in accordance with GAAP in the United States. We use this financial measure both in presenting results to shareholders and the investment community and in our internal evaluation and management of our businesses. We believe that this financial measure and the information it provides are useful to investors because it permits investors to view our performance using the same tool that we use to gauge progress in achieving our goals. We believe that the non-GAAP financial measure “Free Cash Flow” is also useful to investors because it is an indication of cash flow that may be available to fund investments in future growth initiatives. Free Cash Flow should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP.
The following table presents a reconciliation of cash flows provided by operating activities to Free Cash Flow for the periods indicated:
| (dollar amounts in tables in millions) | Year Ended | ||||
|---|---|---|---|---|---|
| December 28, 2024 | December 30, 2023 | ||||
| Cash flow from operating activities | $ | 154.0 | $ | 215.0 | |
| Less: Purchases of property, plant and equipment | (20.1) | (19.0) | |||
| Free Cash Flow* | $ | 133.9 | $ | 196.0 | |
| GAAP Net Income | $ | 70.4 | $ | 135.7 | |
| Non-GAAP Adjusted Net Income* | $ | 82.1 | $ | 138.4 | |
| Operating Cash Flow to GAAP Net Income | 219 | % | 158 | % | |
| Free Cash Flow to Non-GAAP Adjusted Net Income (“conversion”)* | 163 | % | 142 | % |
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*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.
Net Leverage Ratio
The Company uses the net leverage ratio as a metric to assess liquidity and the flexibility of its balance sheet. Consistent with other liquidity metrics, the Company monitors the net leverage ratio as a measure to determine the appropriate level of debt the Company believes is optimal to operate its business, and accordingly, to quantify debt capacity available for strengthening the balance sheet for strategic capital allocation and deployment through investments in the business, and for returning capital to the shareholders. The net leverage ratio is the ratio of our consolidated senior secured indebtedness reduced by cash to our trailing four-quarter consolidated EBITDA. Net leverage ratio and, net debt should not be considered in isolation of, or as alternatives to, measures prepared in accordance with GAAP.
The following table presents a reconciliation of Long-Term Debt to Net Debt and Long-Term Debt to Net Income Ratio to Net Leverage Ratio for the periods indicated:
| (dollar amounts in tables in millions) | Year Ended | |||||
|---|---|---|---|---|---|---|
| December 28, 2024 | December 30, 2023 | |||||
| Note payable - First Lien | $ | 598.5 | $ | 623.4 | ||
| Less: Cash | 149.3 | 171.7 | ||||
| Net Debt* | $ | 449.2 | $ | 451.7 | ||
| Net Income | $ | 70.4 | $ | 135.7 | ||
| Adjusted EBITDA | $ | 208.5 | $ | 285.6 | ||
| Long-Term Debt to Net Income | 8.5 | 4.6 | ||||
| Non-GAAP Net Leverage Ratio* | $ | 2.2 | $ | 1.6 |
*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.
Credit Ratings
Costs of borrowing and their respective ability to access the capital markets are affected not only by market conditions but also by the short-term and long-term credit ratings assigned to our respective debt by the major credit rating agencies.
In determining our credit ratings, the rating agencies consider a number of quantitative factors, including but not limited to, debt to total capitalization, operating cash flow relative to outstanding debt, and operating cash flow coverage of interest. In addition, the rating agencies consider qualitative factors such as consistency of our earnings over time and the quality of our management and business strategy.
Our debt is rated by two rating agencies: Standard & Poor’s Corporation (S&P) and Moody’s Investors Service (Moody’s). As of December 28, 2024, our outlook and current debt ratings are as follows:
| S&P | Moody’s | ||
|---|---|---|---|
| Corporate | B+ | Ba3 | |
| Senior secured long-term debt(1) | BB- | Ba3 | |
| Outlook | Positive | Positive |
(1) A credit rating is not a recommendation to buy, sell or hold securities. Our credit ratings may be revised or withdrawn at any time by the rating agencies, and each rating should be evaluated independently of any other rating. There can be no assurance that a rating will remain in effect for any given period of time or that a rating will not be lowered, or withdrawn entirely, by a rating agency if, in its judgment, circumstances so warrant.
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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. Based on the information available as of the date of this Annual Report, our operating cash flow, along with funds available under the line of credit, adequately support Janus’s liquidity and financing needs, including working capital requirements, capital expenditures, debt servicing, and potential acquisitions. The Company believes it will have sufficient working capital to fund operations for at least the next 12 months from the date of issuance of these financial statements.
Financial Policy
Our financial policy seeks to: (i) selectively invest in organic and inorganic growth to enhance our portfolio, including certain strategic capital investments, (ii) maintain appropriate leverage by using free cash flows to repay outstanding borrowings, and (iii) allocate capital toward repurchases of our common stock.
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.
Foreign Exchange
We have operations in various foreign countries, principally the United Kingdom, France, Australia, Canada and Poland. Therefore, changes in the value of the related currencies affect our financial statements when translated into U.S. dollars.
Debt Profile
| Principal Amount | Issuance Date | Maturity Date | Interest Rate | Net Carrying Value | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | December 28, 2024 | December 30, 2023 | ||||||||||||||
| Notes payable - First Lien | $ | 600.0 | August 3, 2023(1) | August 3, 2030 | 7.07% (2) | $ | 598.5 | $ | 623.4 | |||||||
| Financing leases | 3.4 | 3.4 | ||||||||||||||
| Total principal debt | $ | 601.9 | $ | 626.8 | ||||||||||||
| Less: unamortized deferred finance fees | 9.9 | 11.8 | ||||||||||||||
| Less: current portion of long-term debt | 8.8 | 7.3 | ||||||||||||||
| Long-term debt, net of current portion | $ | 583.2 | $ | 607.7 |
(1)Represents the original issuance date for the First Lien Term Loan. Subsequent to the original issuance of the First Lien Term Loan, the Company has amended the First Lien Term Loan on a number of occasions, including most recently on April 30, 2024 when the Company completed a repricing pursuant to the Repricing Amendment described below.
(2)The interest rate on the Repricing Amendment as of December 28, 2024, was 7.07%, which is a variable rate based on Adjusted Term SOFR plus an applicable margin of 2.50%.
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First Lien Term Loan - On June 20, 2023, the Company entered into Amendment No. 5 to the First Lien Term Loan (the “Amendment No. 5 First Lien”). The Amendment No. 5 First Lien, among other things, (i) replaces the interest rate based on the London Interbank Offered Rate (“LIBOR”) and related LIBOR-based mechanics applicable to borrowings under the 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 Agreement to reflect the transition from LIBOR to SOFR. As chosen by the Company, the amended loan bears interest at a floating rate per annum consisting of Adjusted Term SOFR, plus 0.10% credit spread adjustment (“CSA”) and an applicable margin. The debt is secured by substantially all business assets. For the year ended December 30, 2023, the Company made voluntary payments of $85.3 toward the First Lien Term Loan using cash on hand.
On August 3, 2023, the Company refinanced its existing First Lien Term Loan pursuant to the Amendment No. 6 First Lien. The loan was made by a syndicate of lenders, with the aggregate amount of $625.0. The outstanding loan balance is to be repaid on a quarterly basis of 0.25% of the original balance of the amended loan beginning the last business day of December 2023 with the remaining principal due on the maturity date of August 3, 2030. As chosen by the Company, the amended loan bears interest at a floating rate per annum consisting of Adjusted Term SOFR plus 0.10% CSA and an applicable margin (see Note 10, Long-Term Debt, to our consolidated financial statements in this Form 10-K for a further discussion).
In April 2024, the Company made a voluntary prepayment of $21.9 toward the First Lien Term Loan. The Company used cash on hand to make the voluntary prepayment.
On April 30, 2024, the Company completed a repricing pursuant to Amendment No. 7 (the “Repricing Amendment”) to the First Lien Term Loan. The Repricing Amendment reduced the applicable interest rate margins on the $600.0 First Lien Term Loan from 2.0% to 1.50% for the term loans bearing interest at rates based on the base rate, and from 3.00% to 2.50% for the term loans bearing interest at rates based on the SOFR rate. In addition to the change in the applicable margin rate, the Company is no longer subject to a CSA rate of 0.1%. Interest is payable in arrears (with respect to base rate loans) or at the end of an interest period selected by the Company (with respect to SOFR loans). The outstanding loan balance is to be repaid on a quarterly basis in an amount equal to 0.25% of the original balance of the amended loan, with the remaining principal due on the maturity date of August 3, 2030. The interest rate on the First Lien Term Loan as of December 28, 2024, was 7.07%, which is a variable rate based on Adjusted Term SOFR and includes an applicable margin of 2.50%. In conjunction with the Repricing Amendment, the Company incurred $1.7 of costs from third parties that did not qualify for capitalization of deferred finance costs and were expensed within “Loss on extinguishment and modification of debt” on the Consolidated Statement of Operations and Comprehensive Income. See Note 10 to our Consolidated Financial Statements in this Form 10-K for a further discussion.
Revolving Credit Facility - On August 18, 2021, the Company increased the existing available LOC Agreement with a domestic bank, from $50.0 to $80.0, incurred additional fees for this amendment of $0.4 and extended the maturity date from February 18, 2023 to August 12, 2024. On August 3, 2023, the Company refinanced the revolving credit facility, pursuant to a new ABL Credit and Guarantee Agreement (the “2023 LOC Agreement”). The 2023 LOC Agreement, among other things, (i) increased the previous aggregate commitments from $80.0 to $125.0, subject to eligible collateral, (ii) updated the manner in which the previous borrowing base under the 2023 LOC Agreement was determined, and (iii) replaced the administrative agent with a new administrative agent. Interest payments with respect to the 2023 LOC Agreement are due in arrears. The maturity date is August 3, 2028.
As chosen by the Company, the amended revolving credit facility bears interest at a floating rate per annum consisting of SOFR plus 0.10% CSA and an applicable margin that is based on excess availability. There was no outstanding balance on the line of credit as of December 28, 2024, and December 30, 2023. As of December 28, 2024, the Adjusted Term SOFR interest rate for the facility was 5.9%. The line of credit is secured by accounts receivable and inventories. (see Note 9, Line of Credit, to our consolidated financial statements in this Form 10-K for a further discussion)
The 2023 LOC Agreement and Repricing Amendment 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. The 2023 LOC Agreement 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) $10.0. In such circumstances, we would be required to maintain a minimum fixed charge coverage ratio for the trailing four quarters equal to at least 1.00 to 1.00; 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 December 28, 2024, we were compliant with our covenants under the agreements governing our outstanding indebtedness.
As of December 28, 2024, and December 30, 2023, the Company’s borrowing base capacity yielded $82.4 and $125.0, respectively.
As of December 28, 2024, and December 30, 2023, the Company maintained one letter of credit totaling approximately $0.4 on which there were no balances due.
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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 Consolidated Statements of Cash Flows in the consolidated financial statements.
Year ended December 28, 2024 compared to the year ended December 30, 2023:
| December 28, 2024 | December 30, 2023 | Variance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollar amounts in millions) | $ | % | ||||||||||||
| Net cash provided by operating activities | $ | 154.0 | $ | 215.0 | $ | (61.0) | (28.4) | % | ||||||
| Net cash used in investing activities | (73.1) | (19.9) | (53.2) | 267.3 | % | |||||||||
| Net cash used in financing activities | (103.0) | (102.4) | (0.6) | 0.6 | % | |||||||||
| Effect of foreign currency rate changes on cash | (0.3) | 0.6 | (0.9) | (150.0) | % | |||||||||
| Net (decrease) increase in cash | $ | (22.4) | $ | 93.3 | $ | (115.7) | (124.0) | % |
Net cash provided by operating activities
Net cash provided by operating activities decreased by $61.0, or 28.4%, to $154.0 for the year ended December 28, 2024, compared to $215.0 for the year ended December 30, 2023. This decline was primarily driven by a $15.9 reduction in net cash activity from net working capital requirements, reflecting higher inventory levels and timing of receivables and payables. Additionally, a $45.1 decrease in net income adjusted for non-cash items contributed to the overall decline in operating cash flows.
Net cash used in investing activities
Net cash used in investing activities increased by $53.2 or 267.3% for the year ended December 28, 2024, compared to the prior year. This increase was primarily due to the T.M.C. Acquisition, which resulted in $59.4 of cash outflows, partially offset by higher proceeds from sale of property, plant, and equipment during the year ended December 28, 2024, compared to the prior year.
Net cash used in financing activities
Net cash used in financing activities increased slightly by $0.6 or 0.6% for the year ended December 28, 2024, compared to the prior year. This was driven by debt payments, net of debt proceeds, of $24.9 during the year, compared to $90.9 in the prior year. The decrease in net borrowings was partially offset by share repurchases of $78.8. See Note 10, Long-term Debt, to our consolidated financial statements for additional discussion of the financing transactions.
Capital allocation strategy
We continually assess our capital allocation strategy, including but not limited to decisions relating to mergers and acquisitions, share repurchases, capital expenditures, and debt pay-downs.
Contractual Obligations
The table below summarizes our approximate contractual obligations as of December 28, 2024 and their expected impact on our liquidity and cash flows in future periods:
| (dollar amounts in millions) | Total | Less than 1 year | 1-3 years | 3-5 years | Thereafter | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes payable - First Lien | $ | 598.5 | $ | 7.5 | $ | 12.0 | $ | 12.0 | $ | 567.0 | ||||||||
| Finance lease obligations | 3.4 | $ | 1.4 | $ | 1.6 | $ | 0.4 | $ | — | |||||||||
| Unconditional purchase obligations (1) | 6.8 | $ | 2.8 | $ | 3.9 | $ | 0.1 | $ | — | |||||||||
| Operating lease obligations | 61.6 | 6.8 | 12.7 | 11.0 | 31.1 | |||||||||||||
| Total | $ | 670.3 | $ | 18.5 | $ | 30.2 | $ | 23.5 | $ | 598.1 |
(1)Unconditional purchase obligations consist of supply contracts that relate to fixed price agreements as well as multi-year software contracts.
Operating lease obligations consist of operating lease liabilities for real and personal property leases with various lease expiration dates. The amount listed in the thereafter category is primarily comprised of nine real property leases with expiration dates ranging from 2030 – 2044. See Note 5, Leases, to our consolidated financial statements for a further discussion.
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.
Off-Balance Sheet Arrangements
As of December 28, 2024, we did not have any off-balance sheet arrangements that are material or reasonably likely to be material to our financial condition or results of operations.
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Critical Accounting Estimates
For the critical Accounting Estimates used in preparing Janus’s 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 are reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.
In accordance with Janus’s policies, Janus regularly evaluates its estimates, assumptions, and judgments, including, but not limited to, those concerning revenue recognition, business combinations, goodwill and indefinite-life intangible valuations and allowance for credit losses. The results involve judgments about the carrying values of assets and liabilities not readily apparent from other sources. If Janus’s assumptions or conditions change, the actual results Janus reports may differ from these estimates. The following critical accounting estimates affect the more significant estimates, assumptions, and judgments Janus uses to prepare these consolidated financial statements.
Revenue Recognition
For performance obligations recognized over time, we utilize the cost-to-cost input method as we consider it the most accurate measure of when goods and services are transferred to the customer. Under this method, we estimate the costs to complete individual contracts and recognize revenue proportionately to the total contract price deemed complete, based on the relationship of costs incurred to date to total anticipated costs.
It is important to note that, under the cost-to-cost method, the use of estimated costs to complete each contract is a crucial variable in determining recognized revenue. This estimate can change over the course of a contract’s duration due to many factors such as contract modifications and other elements affecting job completion.
To ensure accuracy, we regularly review and reassess our estimates for each uncompleted contract at least quarterly, incorporating the latest reliable information available. It is important to recognize that changes in these estimates could have both favorable and unfavorable impacts on revenues and their related profits.
Business Combinations
Under the acquisition method of accounting, the Company recognizes tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. We record the excess of the fair value of the consideration transferred over the value of the net assets acquired as goodwill. The accounting for business combinations requires us to make significant estimates and assumptions, especially with respect to intangible assets and the fair value of contingent payment obligations. We use a variety of information sources to determine the value of acquired assets and liabilities including: third-party appraisers for the values and lives of property, identifiable intangibles and inventories; and legal counsel or other advisors to assess the obligations associated with legal, environmental or other claims. Critical estimates in valuing customer relationships, noncompete agreements, and tradenames, include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could experience impairment charges which could be material.
Goodwill and Indefinite-Life Intangible Valuations
The Company’s business acquisitions result in the recognition of goodwill and other intangible assets, which are a significant portion of the Company’s total assets. Goodwill represents the excess of acquisition costs over the fair value of the net tangible assets and identifiable intangible assets acquired in a business combination. Identifiable intangible assets are recognized separately from goodwill and include customer relationships, tradenames and trademarks, software, and other specifically identifiable assets. Certain tradenames and trademarks are deemed to be indefinite-lived.
Goodwill represents the excess of the purchase price paid over the estimated fair value of the net assets acquired and liabilities assumed in the acquisition of a business. Goodwill has an indefinite useful life, and is not amortized, but instead tested for impairment annually on the first day of the fourth quarter of or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, “Intangibles—Goodwill and Other” (“ASC 350”). The Company tests for goodwill impairment at the reporting unit level, which is an operating segment or one level below an operating segment. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit.
ASC 350 allows an optional qualitative assessment as part of annual impairment testing, prior to a quantitative assessment test, to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If a qualitative assessment determines an impairment is more likely than not, the Company is required to perform a quantitative impairment test. Otherwise, no further analysis is required. Alternatively, the Company may elect to proceed directly to the quantitative impairment test.
In conducting a qualitative assessment, the Company analyzes actual and projected growth trends for net sales and margin for each reporting unit, as well as historical performance versus plan and the results of prior quantitative tests performed. Additionally, the Company assesses factors that may impact its business, including macroeconomic conditions and the related impact, market-related exposures, plans to market for sale all or a portion of the business, competitive changes, new or discontinued product lines, changes in key personnel, and any potential risks to projected financial results.
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If performed, the quantitative test compares the fair value of a reporting unit with its carrying amount. We determine the fair value of each reporting unit by estimating the present value of expected future cash flows, discounted by the applicable discount rate, and peer company multiples. If the carrying value exceeds the fair value, the Company recognizes an impairment loss in the amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit.
In performing a quantitative assessment of indefinite-life intangible assets other than goodwill, primarily tradenames and trademarks, we estimate the fair value of these intangible assets using the relief-from-royalty method which requires assumptions related to projected revenues from our long-range plans; assumed royalty rates that could be payable if we did not own the trademark; and a discount rate using a market based weighted-average cost of capital. If the estimated fair value of the indefinite-life intangible asset is less than its carrying value, we would recognize an impairment loss. If actual results are not consistent with management’s estimate and assumptions, a material impairment charge of our trademarks and trade names could occur, which could have an adverse effect on the Company’s financial condition and results of operations.
Allowance for Credit Losses
We encounter credit loss risks associated with the collection of our account receivables. We analyze historical experience, customer specific and general economic conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount in estimating credit losses. The accounting estimate related to the allowance for credit losses is a critical accounting estimate because the underlying assumptions used for the allowance can change from time to time and credit losses could potentially have a material impact on our results of operations.
Recently Issued Accounting Standards
See Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements for a discussion of recently issued and adopted accounting pronouncements.
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FY 2023 10-K MD&A
SEC filing source: 0001839839-24-000066.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which Janus’s management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition. You should read the following discussion and analysis of Janus’s financial condition and results of operations in conjunction with the consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K (this “Annual Report”).
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K filed on March 29, 2023 for discussion and analysis of results of operations for the year ended December 31, 2022.
Certain information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to plans and strategy for Janus’s 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’s 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 Annual Report. We assume no obligation to update any of these forward-looking statements.
Unless otherwise indicated or the context otherwise requires, references in this 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.
Percentage amounts included in this Annual Report 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 Annual Report may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this Annual Report. Certain other amounts that appear in this Annual Report may not sum due to rounding.
Dollar amounts are shown in millions of dollars, unless otherwise noted, and rounded to the nearest million except for share
and per share amounts.
Introduction
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is a supplement to the accompanying 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 that 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 consolidated financial statements were prepared.
•Results of Operations: This section provides an analysis of our results of operations for the years ended December 30, 2023 and December 31, 2022.
•Liquidity and Capital Resources: This section provides a discussion of our financial condition and an analysis of our cash flows for the years ended December 30, 2023 and December 31, 2022. This section also provides a discussion of our contractual obligations, other purchase commitments and customer credit risk that existed at December 30, 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 Estimates: This section identifies and summarizes those accounting estimates 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 Poland. The Company focuses on providing building solutions to two primary markets, providing building solutions to the self-storage industry and the broader commercial industrial market. 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 REITs or returns-driven operators of scale and are primarily
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located in the top 50 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 of damaged or end-of-life products.
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 Janus International Europe Holdings Ltd. (UK), 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 (“Janus Core”), Betco, Inc. (“BETCO”), Nokē, Inc. (“NOKE”), Asta Industries, Inc. (“ASTA”), DBCI, LLC (“DBCI”), Access Control Technologies, LLC (“ACT”), 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 remodel self-storage facilities including storage unit doors, hallways, ceilings, offices, optimizing unit mix, utilizing vacant land for movable storage units (JBI MASS relocatable storage units), and adding a more robust security solutions 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 also 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.
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 combat 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 for; commercial slat doors, heavy duty service doors, fire doors, fire rated counter shutters, insulated service doors, counter shutters and grilles.
Executive Overview
Janus’s financials reflect the result of the execution of our operational and corporate strategy to penetrate the growth within the commercial storage market, expanding its self-storage market share, as well as capitalizing on the aging self-storage facilities, while continuing to diversify our products and solutions. Janus is a bespoke provider of not only products, but solutions that generate a favorable financial outcome for our clients.
Total revenues was $1,066.4 for the year ended December 30, 2023, representing an increase of 4.6% from $1,019.5 for the year ended December 31, 2022.
Net income was $135.7 for the year ended December 30, 2023, representing an increase of $28.0 from $107.7 for the year ended December 31, 2022. Adjusted EBITDA was $285.6 for the year ended December 30, 2023, representing a 25.9% increase from $226.9 for the year ended December 31, 2022. Adjusted EBITDA as a percentage of revenue was 26.8% for the year ended December 30, 2023, representing an increase of 4.5% from 22.3% for the year ended December 31, 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 which was partially offset by the investments we made in our software center and inflationary costs.
Cash flows from operations was $215.0 for the year ended December 30, 2023, representing an increase of $126.5 from $88.5 for the year ended December 31, 2022. During the year ended December 30, 2023, Free Cash Flow to Non-GAAP Adjusted Net Income was 142%, compared to 73% during the year ended December 31, 2022. Free Cash Flow conversion is higher in 2023 due to higher net income adjusted for non cash items of $29.0 and changes in net working capital of $97.5.
During fiscal 2023, we did a voluntary paydown of our debt of $85.3 and refinanced our Term loan to a new $625.0 First Lien Note payable. In addition, we opened a new manufacturing facility in Poland as well as opened our new software center in Atlanta.
Information regarding use of Adjusted EBITDA and Free Cash Flow non-GAAP measures, and a reconciliation to the most comparable GAAP measure, is included in “Non-GAAP Financial Measures.”
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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 entities 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 92.3% and 92.6% of Janus’s revenue for the years ended December 30, 2023 and December 31, 2022, respectively.
Janus International is comprised solely of one entity, Janus International Europe Holdings Ltd (UK). The Janus International segment produces and provides similar products and services as Janus North America but largely in Europe and Australia. Janus International represented 7.7% and 7.4% of Janus’s revenue for the years ended December 30, 2023 and December 31, 2022, respectively.
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 reflect Janus’s operational status, indicating whether the business is expanding or contracting. We expect a continued rise in our workforce as we expand our operations. Additionally, we foresee the need to hire additional software personnel as we continue to expand the software accessibility component of our business. As of December 30, 2023, and December 31, 2022, the headcount was 2,305 (including 441 temporary employees) and 2,247 (including 551 temporary employees), respectively.
The following table sets forth key performance measures for the years ended December 30, 2023 and December 31, 2022
(dollar amounts in millions)
| Year Ended | Variance | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | $ | % | |||||||||
| Total Revenue | $ | 1,066.4 | $ | 1,019.5 | $ | 46.9 | 4.6 | % | ||||
| Adjusted EBITDA | $ | 285.6 | $ | 226.9 | $ | 58.7 | 25.9 | % | ||||
| Adjusted EBITDA (% of revenue) | 26.8 | % | 22.3 | % | 4.5 | % |
Total revenues increased by $46.9 or 4.6% for the year ended December 30, 2023 compared to the year ended December 31, 2022, primarily due to commercial actions.
Adjusted EBITDA increased by $58.7 or 25.9% from the year ended December 30, 2023 compared to the year ended December 31, 2022, and Adjusted EBITDA as a percentage of revenue increased 4.5% for the year ended December 30, 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 labor and logistics costs. (See “Non-GAAP Financial Measures” section).
Basis of Presentation
The consolidated financial statements have been derived from the accounts of Janus and its wholly owned subsidiaries. Janus’s 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 and the year ended January 1, 2022 was a year in which we added a 53rd week.
We have presented results of operations, including the related discussion and analysis for the year ended December 30, 2023 compared to the year ended December 31, 2022.
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Components of Results of Operations
Product revenues. Product revenues represent 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 revenues are recognized upon transfer of control to the customer, which generally takes place at the point of destination. In certain instances, product revenues include all revenues affiliated with erecting an entire structure for our customers, which is recognized over-time. 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.
Service revenues. Service revenue reflects installation services to customers for steel structures, 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.
Product cost of revenues Product costs of revenues 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. Product costs of revenues also include all costs affiliated with erecting a self storage facility for our customers. 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 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 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 public company costs. We expect general and administrative expenses to increase in absolute dollars in future periods as we expect our revenues to continue to grow. We also expect G&A expenses to increase in the near term as a result of operating as a public company, including expenses associated with compliance with the rules and regulations of the Commission, and an increase in legal, audit, insurance, investor relations, professional services and other administrative expenses.
Interest expense. Consists of interest expense on short-term and long-term debt and amortization of deferred financing fees (see “Long Term Debt” section).
Factors Affecting the Results of Operations
Key Factors Affecting the Business and Financial Statements
Management understands Janus’s performance and future growth depends on a number of factors that present significant opportunities but also pose risks and challenges.
Factors Affecting Revenues
Janus’s 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 because of 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 service, and a reputation for high quality products.
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Factors Affecting Growth Through Acquisitions
Janus’s business strategy involves growth through, among other things, the acquisition of other companies. Janus evaluates companies that it believes will strategically fit into its business and growth objectives, including those that will support its overall strategy of portfolio diversification, geographic expansion, and technological innovation, among other areas of focus. While Janus seeks acquisition opportunities that it believes will augment its business and growth objectives, certain factors could prevent acquisition opportunities from materializing, including target-company availability, relative valuation expectations, and certain due diligence considerations, among other factors.
Seasonality
Generally, Janus’s sales tend to be the slowest in the first and fourth quarters due to more unfavorable weather conditions, customer business cycles and the timing of renovation and new construction project launches.
Factors Affecting Operating Costs
Janus’s 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 and marketing, and general and administrative expenses.
Janus’s largest individual raw material expenditure is steel coils. Fluctuations in the prices of steel coil are generally beyond Janus’s control and have a direct impact on the financial results. From time to time, Janus enters into agreements with large suppliers in order to lock in steel coil prices for part of Janus’s production needs and partially mitigate the potential impacts of short-term steel coil price fluctuations. This arrangement allows Janus to purchase quantities of product within specified ranges as outlined in the contracts. Outbound freight costs are driven by Janus’s volume of product revenues and are subject to the freight market pricing environment.
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Results of Operations - Consolidated
The period to period comparisons of our results of operations have been prepared using the historical periods included in our consolidated financial statements. The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this document. We have derived this data from our consolidated financial statements included elsewhere in this Annual Report. The following tables set forth our results of operations for the periods presented are in dollars.
A detailed discussion of the prior year 2022 to 2021 year-over-year changes is not included herein and can be found in the Management's Discussion and Analysis of Financial Condition and Results of Operations section in the 2022 Annual Report on Form 10-K filed March 29, 2023.
Results of Operations
(dollar amounts in millions)
Unaudited Quarterly Consolidated Results for the quarter ended December 30, 2023 compared to the quarter ended December 31, 2022
| Three Months Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | $ | % | |||||||||||
| REVENUE | ||||||||||||||
| Product revenues(1) | $ | 223.7 | $ | 236.4 | $ | (12.7) | (5.4) | % | ||||||
| Service revenues(1) | 40.0 | 43.3 | (3.3) | (7.6) | % | |||||||||
| Total revenue | $ | 263.7 | $ | 279.7 | $ | (16.0) | (5.7) | % | ||||||
| Product cost of revenues | 120.3 | 138.2 | (17.9) | (13.0) | % | |||||||||
| Service cost of revenues | 29.1 | 33.9 | (4.8) | (14.2) | % | |||||||||
| Cost of revenues | $ | 149.4 | $ | 172.1 | $ | (22.7) | (13.2) | % | ||||||
| GROSS PROFIT | $ | 114.3 | $ | 107.6 | $ | 6.7 | 6.2 | % | ||||||
| OPERATING EXPENSE | ||||||||||||||
| Selling and marketing | 16.2 | 16.1 | 0.1 | 0.6 | % | |||||||||
| General and administrative | 34.2 | 32.9 | 1.3 | 4.0 | % | |||||||||
| Operating Expenses | $ | 50.4 | $ | 49.0 | $ | 1.4 | 2.9 | % | ||||||
| INCOME FROM OPERATIONS | $ | 63.9 | $ | 58.6 | $ | 5.3 | 9.0 | % | ||||||
| Interest expense | (14.7) | (13.4) | (1.3) | 9.7 | % | |||||||||
| Other income (expense) | — | 0.1 | (0.1) | (100.0) | % | |||||||||
| Other Expense, Net | $ | (14.7) | $ | (13.3) | $ | (1.4) | 10.5 | % | ||||||
| INCOME BEFORE TAXES | $ | 49.2 | $ | 45.3 | $ | 3.9 | 8.6 | % | ||||||
| Provision for Income Taxes | 13.4 | 12.6 | 0.8 | 6.3 | % | |||||||||
| NET INCOME | $ | 35.8 | $ | 32.7 | $ | 3.1 | 9.5 | % |
(1) These numbers have been revised for the year ended December 31, 2022. See Note 2 to our consolidated financial statements for additional information.
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For the year ended December 30, 2023 compared to the year ended December 31, 2022
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | $ | % | |||||||||||
| REVENUE | ||||||||||||||
| Product revenues(1) | $ | 909.8 | $ | 890.9 | $ | 18.9 | 2.1 | % | ||||||
| Service revenues(1) | 156.6 | 128.6 | 28.0 | 21.8 | % | |||||||||
| Total revenue | $ | 1,066.4 | $ | 1,019.5 | $ | 46.9 | 4.6 | % | ||||||
| Product cost of revenues | 500.8 | 557.1 | (56.3) | (10.1) | % | |||||||||
| Service cost of revenues | 115.9 | 97.5 | 18.4 | 18.9 | % | |||||||||
| Cost of revenues | $ | 616.7 | $ | 654.6 | $ | (37.9) | (5.8) | % | ||||||
| GROSS PROFIT | $ | 449.7 | $ | 364.9 | $ | 84.8 | 23.2 | % | ||||||
| OPERATING EXPENSE | ||||||||||||||
| Selling and marketing | 65.5 | 58.3 | 7.2 | 12.3 | % | |||||||||
| General and administrative | 138.5 | 119.1 | 19.4 | 16.3 | % | |||||||||
| Operating Expenses | $ | 204.0 | $ | 177.4 | $ | 26.6 | 15.0 | % | ||||||
| INCOME FROM OPERATIONS | $ | 245.7 | $ | 187.5 | $ | 58.2 | 31.0 | % | ||||||
| Interest expense | (60.0) | (42.0) | (18.0) | 42.9 | % | |||||||||
| Loss on extinguishment and modification of debt | (3.9) | — | (3.9) | 100.0 | % | |||||||||
| Other (expense) | 1.0 | (0.2) | 1.2 | (600.0) | % | |||||||||
| Other Expense, Net | $ | (62.9) | $ | (42.2) | $ | (20.7) | 49.1 | % | ||||||
| INCOME BEFORE TAXES | $ | 182.8 | $ | 145.3 | $ | 37.5 | 25.8 | % | ||||||
| Provision for Income Taxes | 47.1 | 37.6 | 9.5 | 25.3 | % | |||||||||
| NET INCOME | $ | 135.7 | $ | 107.7 | $ | 28.0 | 26.0 | % |
(1) These numbers have been revised for the period ended December 31, 2022. See Note 2 to our consolidated financial statements for additional information.
Revenue
| (dollar amounts in millions) | Year Ended | Variance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | $ | % | |||||||||||
| Product revenues(1) | $ | 909.8 | $ | 890.9 | $ | 18.9 | 2.1 | % | ||||||
| Service revenues | 156.6 | 128.6 | 28.0 | 21.8 | % | |||||||||
| Total | $ | 1,066.4 | $ | 1,019.5 | $ | 46.9 | 4.6 | % |
(1) Product revenues include product revenues transferred at a point in time and product revenues transferred over time.
The $46.9 revenue increase for the year ended December 30, 2023 compared to the year ended December 31, 2022 was due to growth in the New Construction and R3 self storage segments, and is 80% attributable to commercial actions. The 21.8% increase in service revenues is primarily attributable to an 11.1% increase in the New Construction and R3 self storage product revenues for the year ended December 30, 2023.
The following table and discussion compares Janus’s revenues by sales channel (dollar amounts in millions).
| Year Ended | Year Ended | Variance | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | % of revenues | December 31, 2022 | % of revenues | $ | % | |||||||||||||||
| New Construction - Self Storage | $ | 394.9 | 37.0 | % | $ | 323.4 | 31.7 | % | $ | 71.5 | 22.1 | % | ||||||||
| R3 - Self Storage | 334.9 | 31.4 | % | 321.1 | 31.5 | % | 13.8 | 4.3 | % | |||||||||||
| Commercial and Other | 336.6 | 31.6 | % | 375.0 | 36.8 | % | (38.4) | (10.2) | % | |||||||||||
| Total | $ | 1,066.4 | 100.0 | % | $ | 1,019.5 | 100.0 | % | $ | 46.9 | 4.6 | % |
New construction revenues increased by $71.5 or 22.1% for the year ended December 30, 2023 compared to the year ended December 31, 2022. The increase in the year ended December 30, 2023 is primarily due to commercial actions and increased demand for capacity additions through greenfield sites.
R3 revenues increased by $13.8 or 4.3% for the year ended December 30, 2023 compared to the year ended December 31, 2022. The growth was primarily driven by the expansion of storage facilities and strategic adjustments in unit configurations, alongside favorable outcomes from commercial actions.
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Commercial and other revenues decreased by $38.4 or 10.2% for the year ended December 30, 2023 compared to the year ended December 31, 2022 due to shifts in demand for certain product lines, affecting both the commercial steel roll up door market and the rolling steel product line.
Cost of Revenues and Gross Margin
(dollar amounts in millions)
Gross margin increased by 6.4% to 42.2% for the year ended December 30, 2023 from 35.8% for the year ended December 31, 2022 primarily due to the commercial actions and cost containment initiatives taking effect in the second half of 2022, offset by increased labor and logistics costs.
| Year Ended | Variance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | $ | % | ||||||||||
| Product cost of revenues | $ | 500.8 | $ | 557.1 | $ | (56.3) | (10.1) | % | |||||
| Service cost of revenues | 115.9 | 97.5 | 18.4 | 18.9 | % | ||||||||
| Cost of revenues | $ | 616.7 | $ | 654.6 | $ | (37.9) | (5.8) | % |
The $37.9 or 5.8% decrease in cost of revenues for the year ended December 30, 2023 compared to the year ended December 31, 2022, is attributable to a $73.4 decrease in material, due to cost containment initiatives, as well as the decrease in the demand for certain products within the commercial sales channel, partially offset by an increase of $17.1 in labor, freight and other costs of revenues. The $18.4 increase in installation cost of revenue supports the service revenue growth of $28.0 for the year ended December 30, 2023 compared to the year ended December 31, 2022.
Operating Expenses - Selling and marketing
Selling and marketing expense increased $7.2 or 12.3% for the year ended December 31, 2022 compared to the year ended December 30, 2023. The increase is primarily the result of a $4.1 rise in payroll related expenditures attributable to additional headcount in sales, along with a $1.2 increase in marketing and advertising expenses, and a $0.5 increase in travel-related costs.
Operating Expenses - General and administrative
General and administrative expenses rose by $19.4 or 16.3% for the year ended December 31, 2022 compared to the year ended December 30, 2023. This upward trend was primarily driven by a $13.2 increase in employee wages and benefits for additional headcount to support the continued top line revenue growth and additional expenses associated with the opening of the Atlanta software center. Additionally, there was a $2.9 uptick in stock-based compensation, and a $1.4 increase in sales and use taxes.
Interest Expense
Interest expense increased $18.0 or 42.9% for the year ended December 30, 2023 compared to the year ended December 31, 2022 due to an increase in the LIBOR / SOFR rate in 2023 and the term loan refinancing in August. (See “Liquidity and Capital Resources” section).
Income Taxes
Income tax expense increased by $9.5 or 25.3% to $47.1 for the year ended December 30, 2023 from $37.6 for the year ended December 31, 2022, due to the year over year increase of income before taxes.
Net Income
The $28.0 or 26.0% increase in net income for the year ended December 31, 2022 compared to the year ended December 30, 2023 is largely due to an increase in revenues and decrease in cost of revenues, offset by the increase in selling and general and administrative expenses, interest expense and income taxes.
Segment Results of Operations
We operate in and report financial results for two segments: North America and International with the following sales channels, Self-Storage 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 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 net earnings.
32
Results of Operations - Janus North America
(dollar amounts in millions)
For the year ended December 30, 2023 compared to the year ended December 31, 2022
| Year Ended | Variance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | ||||||||||||
| $ | % | ||||||||||||
| REVENUE | |||||||||||||
| Product revenues(1) | $ | 906.4 | $ | 897.8 | $ | 8.6 | 1.0% | ||||||
| Services revenues(1) | 122.0 | 96.5 | 25.5 | 26.4% | |||||||||
| Total revenue | $ | 1,028.4 | $ | 994.3 | $ | 34.1 | 3.4% | ||||||
| Product cost of revenues | 511.7 | 577.6 | (65.9) | (11.4)% | |||||||||
| Service cost of revenues | 90.9 | 71.4 | 19.5 | 27.3% | |||||||||
| Cost of revenues | $ | 602.6 | $ | 649.0 | $ | (46.4) | (7.1)% | ||||||
| GROSS PROFIT | $ | 425.8 | $ | 345.3 | $ | 80.5 | 23.3% | ||||||
| OPERATING EXPENSE | |||||||||||||
| Selling and marketing | 62.2 | 55.1 | 7.1 | 12.9% | |||||||||
| General and administrative | 125.4 | 107.1 | 18.3 | 17.1% | |||||||||
| Operating Expenses | $ | 187.6 | $ | 162.2 | $ | 25.4 | 15.7% | ||||||
| INCOME FROM OPERATIONS | $ | 238.2 | $ | 183.1 | $ | 55.1 | 30.1% |
(1) These numbers have been revised for the year ended December 31, 2022. See Note 2 to our consolidated financial statements for additional information.
Revenue
| (dollar amounts in millions) | Year Ended | Variance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | $ | % | |||||||||||
| Product revenues(1) | $ | 906.4 | $ | 897.8 | $ | 8.6 | 1.0 | % | ||||||
| Service revenues | 122.0 | 96.5 | 25.5 | 26.4 | % | |||||||||
| Total revenue | $ | 1,028.4 | $ | 994.3 | $ | 34.1 | 3.4 | % |
(1) Product revenues include product revenues transferred at a point in time and product revenues transferred over time.
The $34.1 or 3.4% revenue increase was due to growth in the New Construction and R3 self storage segments and is 86% attributable to impact from our commercial actions for the year ended December 30, 2023. The service revenues increased by $25.5 or 26.4% due to the increase in the self storage product revenues, as illustrated in the below table, which have a larger service component to those contracts.
The following table and discussion compares Janus North America revenues by sales channel.
| (in millions) | Year Ended | Variance | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | % of total revenues | December 31, 2022 | % of total revenues | |||||||||||||||||
| $ | % | |||||||||||||||||||
| New Construction - Self Storage | $ | 336.5 | 32.7 | % | $ | 289.4 | 29.1 | % | $ | 47.1 | 16.3 | % | ||||||||
| R3 - Self Storage | 326.9 | 31.8 | % | 304.1 | 30.6 | % | 22.8 | 7.5 | % | |||||||||||
| Commercial and Other | 365.0 | 35.5 | % | 400.8 | 40.3 | % | (35.8) | (8.9) | % | |||||||||||
| Total | $ | 1,028.4 | 100.0 | % | $ | 994.3 | 100.0 | % | $ | 34.1 | 3.4 | % |
New Construction revenues increased by $47.1 or 16.3% for the year ended December 30, 2023 compared to the year ended December 31, 2022 primarily due to commercial actions and increased demand for capacity additions through greenfield sites.
R3 revenues increased by $22.8 or 7.5% for the year ended December 30, 2023 compared to the year ended December 31, 2022. The growth was primarily driven by the expansion of storage facilities and strategic adjustments in unit configurations, alongside favorable outcomes from commercial actions.
Commercial and Other revenues decreased by $35.8 or 8.9% for the year ended December 30, 2023 compared to the year ended December 31, 2022 due to shifts in demand for certain product lines, affecting both the commercial steel roll up door market and the rolling steel product line.
33
Cost of Revenues and Gross Margin
(dollar amounts in millions)
Gross Margin increased by 6.7% to 41.4% for the year ended December 30, 2023 from 34.7% for the year ended December 31, 2022 primarily due to the commercial actions and material cost containment initiatives taking effect in the second half of 2022, offset by the continued increased labor and logistics costs.
| Year Ended | Variance | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | $ | % | |||||||||
| Product cost of revenues | $ | 511.7 | $ | 577.6 | $ | (65.9) | (11.4) | % | ||||
| Service cost of revenues | 90.9 | 71.4 | 19.5 | 27.3 | % | |||||||
| Cost of revenues | $ | 602.6 | $ | 649.0 | $ | (46.4) | (7.1) | % |
The $46.4 or 7.1% decrease in cost of revenues for the year ended December 30, 2023 compared to the year ended December 31, 2022 is primarily due to a decrease in material due to cost containment initiatives, as well as the decrease in the demand for certain products within the commercial sales channel, partially offset by an increase in labor, and logistics costs.
Operating Expenses - Selling and marketing
Selling and marketing expenses increased $7.1 or 12.9% from $55.1 for the year ended December 31, 2022 to $62.2 for the year ended December 30, 2023 primarily due to increased marketing and trade show and payroll related costs for additional headcount to support revenue growth.
Operating Expenses - General and administrative
General and administrative expenses increased $18.3 or 17.1% from $107.1 for the year ended December 31, 2022 to $125.4 for the year ended December 30, 2023 primarily due to an increase in employee wages and benefits for additional headcount to support the continued top line revenue growth and additional expenses associated with the opening of the Atlanta software center.
Income from Operations
Income from operations increased by $55.1 or 30.1% from $183.1 for the year ended December 31, 2022 to $238.2 for the year ended December 30, 2023 due to an increase in gross margins offset by an increase in selling and marketing and general and administrative expenses.
Results of Operations - Janus International
(dollar amounts in millions)
For the year ended December 30, 2023 compared to the year ended December 31, 2022
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | |||||||||||||
| $ | % | |||||||||||||
| REVENUE | ||||||||||||||
| Product revenues | $ | 46.3 | $ | 43.4 | $ | 2.9 | 6.7 | % | ||||||
| Services revenues | 36.0 | 32.1 | 3.9 | 12.1 | % | |||||||||
| Total revenue | $ | 82.3 | $ | 75.5 | $ | 6.8 | 9.0 | % | ||||||
| Product cost of revenues | 31.7 | 29.7 | 2.0 | 6.7 | % | |||||||||
| Service cost of revenues | 26.4 | 26.2 | 0.2 | 0.8 | % | |||||||||
| Cost of revenues | $ | 58.1 | $ | 55.9 | $ | 2.2 | 3.9 | % | ||||||
| GROSS PROFIT | $ | 24.2 | $ | 19.6 | $ | 4.6 | 23.5 | % | ||||||
| OPERATING EXPENSE | ||||||||||||||
| Selling and marketing | 3.3 | 3.2 | 0.1 | 3.1 | % | |||||||||
| General and administrative | 13.1 | 12.0 | 1.1 | 9.2 | % | |||||||||
| Operating Expenses | $ | 16.4 | $ | 15.2 | $ | 1.2 | 7.9 | % | ||||||
| INCOME FROM OPERATIONS | $ | 7.8 | $ | 4.4 | $ | 3.4 | 77.3 | % |
34
Revenue
(dollar amounts in millions)
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | $ | % | |||||||||||
| Product revenues | $ | 46.3 | $ | 43.4 | $ | 2.9 | 6.7 | % | ||||||
| Services revenues | 36.0 | 32.1 | 3.9 | 12.1 | % | |||||||||
| Total revenues | $ | 82.3 | $ | 75.5 | $ | 6.8 | 9.0 | % |
The $6.8 or 9.0% increase in revenues is 48% due to commercial actions instituted.
The following table illustrates the revenues by sales channel for the years ended December 30, 2023 and December 31, 2022 (dollar amounts in millions).
| Year Ended | Variance | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | % of totalrevenues | December 31, 2022 | % of totalrevenues | $ | % | ||||||||||||||
| New Construction - Self Storage | $ | 73.2 | 88.9 | % | $ | 57.2 | 75.8 | % | $ | 16.0 | 28.0% | ||||||||
| R3 - Self Storage | 9.1 | 11.1 | % | 18.3 | 24.2 | % | (9.2) | (50.3) | % | ||||||||||
| Total | $ | 82.3 | 100.0 | % | $ | 75.5 | 100.0 | % | $ | 6.8 | 9.0 | % |
New Construction revenues increased by $16.0 or 28.0% to $73.2 for the year ended December 30, 2023 from $57.2 for the year ended December 31, 2022. The increase was due to increased volumes, commercial actions, and higher occupancy rates at existing facilities, leading to a necessity for an expansion in capacity by operators.
R3 revenues decreased by $9.2 or 50.3% to $9.1 for the year ended December 30, 2023 from $18.3 for the year ended December 31, 2022 primarily due to customers focusing more on New Construction versus expanding their portfolio through expansions and retrofits or utilizing our portable MASS units.
Cost of revenues and Gross Margin
(dollar amounts in millions)
Gross Margin increased by 3.4% to 29.4% for the year ended December 30, 2023 from 26.0% for the year ended December 31, 2022.
The increase is primarily due to increased revenue resulting in improved absorption.
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | $ | % | |||||||||||
| Product cost of revenues | $ | 31.7 | $ | 29.7 | $ | 2.0 | 6.7 | % | ||||||
| Service cost of revenues | 26.4 | 26.2 | 0.2 | 0.8 | % | |||||||||
| Cost of revenues | $ | 58.1 | $ | 55.9 | $ | 2.2 | 3.9 | % |
Cost of revenues increased by $2.2 or 3.9% to $58.1 for the year ended December 30, 2023 from $55.9 for the year ended December 31, 2022.
Operating Expenses - General and administrative
General and administrative expenses increased $1.1 or 9.2% to 13.1 for the year ended December 30, 2023 from $12.0 for the year ended December 31, 2022. The increase for the year ended December 30, 2023 is primarily due to the setup costs associated with the Poland plant opening in the fourth quarter of 2023.
Income from Operations
Income from operations increased by $3.4 to $7.8 for the year ended December 30, 2023 from $4.4 for the year ended December 31, 2022. The increase was primarily due to an increase in revenues offset by the increase in general and administrative expenses.
35
Results of Operations - Eliminations
(dollar amounts in millions)
Eliminations include transactions to account for intercompany activity. The eliminations necessary to arrive at consolidated financial information activity for the years December 30, 2023 and December 31, 2022 are as follows:
| Revenues | Year Ended | |||||
|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | |||||
| North America Segment revenues before eliminations | $ | 1,028.4 | $ | 994.3 | ||
| International Segment revenues before eliminations | 82.3 | 75.5 | ||||
| Eliminations | (44.3) | (50.3) | ||||
| Consolidated total revenues | $ | 1,066.4 | $ | 1,019.5 |
| Cost of Revenues | Year Ended | |||||
|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | |||||
| North America Segment cost of revenues before eliminations | $ | 602.6 | $ | 649.0 | ||
| International Segment cost of revenues before eliminations | 58.1 | 55.9 | ||||
| Eliminations(1) | (44.0) | (50.3) | ||||
| Consolidated total cost of revenues | $ | 616.7 | $ | 654.6 |
1) Cost of revenues eliminations for the year ended December 30, 2023 includes intercompany profit in inventory eliminations.
| Revenues by Sales Channel | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| North America Revenues | International Revenues | Eliminations | Consolidated Revenues | |||||||||||
| December 30, 2023 | ||||||||||||||
| New Construction - Self Storage | $ | 336.5 | $ | 73.2 | $ | (14.8) | $ | 394.9 | ||||||
| R3 - Self Storage | 326.9 | 9.1 | (1.1) | 334.9 | ||||||||||
| Commercial and Other | 365.0 | — | (28.4) | 336.6 | ||||||||||
| $ | 1,028.4 | $ | 82.3 | $ | (44.3) | $ | 1,066.4 | |||||||
| December 31, 2022 | ||||||||||||||
| New Construction - Self Storage | $ | 289.4 | $ | 57.2 | $ | (23.2) | $ | 323.4 | ||||||
| R3 - Self Storage | 304.1 | 18.3 | (1.3) | 321.1 | ||||||||||
| Commercial and Other | 400.8 | — | (25.8) | 375.0 | ||||||||||
| $ | 994.3 | $ | 75.5 | $ | (50.3) | $ | 1,019.5 |
36
Non-GAAP Financial Measures
(dollar amounts in millions)
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.
Adjusted EBITDA
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. Such expenses, charges, and gains are not indicative of Janus’s normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years and with peer group companies.
Adjusted EBITDA is 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, these measures provide useful information to investors and others in understanding and evaluating Janus’s 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’s 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, 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., corporate restructuring); 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:
| Three Months Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | |||||||||||||
| (dollar amounts in millions) | $ | % | ||||||||||||
| Net Income | $ | 35.8 | $ | 32.7 | $ | 3.1 | 9.5 | % | ||||||
| Interest expense | 14.7 | 13.4 | 1.3 | 9.7 | % | |||||||||
| Income taxes | 13.4 | 12.6 | 0.8 | 6.3 | % | |||||||||
| Depreciation | 2.7 | 2.1 | 0.6 | 28.6 | % | |||||||||
| Amortization | 7.5 | 7.4 | 0.1 | 1.4 | % | |||||||||
| EBITDA | $ | 74.1 | $ | 68.2 | $ | 5.9 | 8.7 | % | ||||||
| Restructuring charges(3) | 0.2 | — | 0.2 | 100.0 | % | |||||||||
| Adjusted EBITDA | $ | 74.3 | $ | 68.2 | $ | 6.1 | 8.9 | % |
37
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | |||||||||||||
| (dollar amounts in millions) | $ | % | ||||||||||||
| Net Income | $ | 135.7 | $ | 107.7 | $ | 28.0 | 26.0 | % | ||||||
| Interest expense | 60.0 | 42.0 | 18.0 | 42.9 | % | |||||||||
| Income taxes | 47.1 | 37.6 | 9.5 | 25.3 | % | |||||||||
| Depreciation | 9.3 | 7.9 | 1.4 | 17.7 | % | |||||||||
| Amortization | 29.8 | 29.7 | 0.1 | 0.3 | % | |||||||||
| EBITDA | $ | 281.9 | $ | 224.9 | $ | 57.0 | 25.3 | % | ||||||
| Loss on extinguishment and modification of debt(1) | 3.9 | — | 3.9 | 100.0 | % | |||||||||
| COVID-19 related expenses(2) | — | 0.1 | (0.1) | (100.0) | % | |||||||||
| Restructuring charges(3) | 1.2 | 1.1 | 0.1 | 9.1 | % | |||||||||
| Acquisition expense(4) | (1.4) | 0.8 | (2.2) | (275.0) | % | |||||||||
| Adjusted EBITDA | $ | 285.6 | $ | 226.9 | $ | 58.7 | 25.9 | % |
(1)Adjustment for loss on extinguishment and modification of debt regarding the write off of unamortized fees and third-party fees as a result of the debt modification completed in August 2023.
(2)Adjustment consists of signage, cleaning and supplies to maintain work environments necessary to adhere to CDC guidelines during the COVID-19 pandemic.
(3)Adjustments consist of the following: 1) facility relocations, and 2) severance and hiring costs associated with our strategic transformation, including executive leadership team changes, strategic business assessment and transformation projects.
(4)Income or expenses related to the transition services agreement and legal settlement for an acquisition.
Adjusted Net Income
Adjusted Net Income is defined as net income attributable to shareholders, which excludes from reported GAAP results, the impact of certain items consisting of acquisition events and other non-recurring charges. Similar to Adjusted EBITDA, such expenses, charges, and gains are excluded since they are not indicative of Janus’s normal, ongoing operations, and their inclusion in results makes for more difficult comparisons between years and with peer group companies.
We use Adjusted Net Income to facilitate a comparison of our operating performance on a consistent basis from period to period that, when viewed in combination with our results prepared in accordance with U.S. GAAP, provides a more complete understanding of factors and trends affecting our business than does U.S. GAAP measures alone. Adjusted net income should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP.
The following table present a reconciliation of net income to adjusted net income for the periods indicated:
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | |||||
| Net Income | $ | 35.8 | $ | 32.7 | ||
| Net Income Adjustments(1) | 0.2 | — | ||||
| Tax Effect Non-GAAP on Net Income Adjustments(2) | (0.1) | — | ||||
| Non-GAAP Adjusted Net Income | $ | 35.9 | $ | 32.7 |
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | |||||
| Net Income | $ | 135.7 | $ | 107.7 | ||
| Net Income Adjustments(1) | 3.7 | 2.0 | ||||
| Tax Effect Non-GAAP on Net Income Adjustments(2) | (1.0) | (0.5) | ||||
| Non-GAAP Adjusted Net Income | $ | 138.4 | $ | 109.2 |
(1)Refer to the Adjusted EBITDA table above for detailed breakout of adjustment items.
(2)Tax effected for the net income adjustments. Used effective tax rates 27.2% and 27.8% for the three months ended December 30, 2023 and December 31, 2022, respectively, and 25.8% and 25.9% for the years ended December 30, 2023 and December 31, 2022, respectively.
38
Free Cash Flow
The Company uses a measure of free cash flow to facilitate an understanding of its ability to generate cash for reinvestment into its businesses. We define "Free Cash Flow" as cash flow from operating of continuing operations, less cash used in purchases of property and equipment. Free Cash Flow is not intended as an alternative measure of cash flow from operations, as determined in accordance with GAAP in the United States. We use this financial measure both in presenting results to shareholders and the investment community and in our internal evaluation and management of our businesses. We believe that this financial measure and the information it provides are useful to investors because it permits investors to view our performance using the same tool that we use to gauge progress in achieving our goals. We believe that the non-GAAP financial measure "Free cash flow" is also useful to investors because it is an indication of cash flow that may be available to fund investments in future growth initiatives. Free cash flow should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP.
The following table present a reconciliation of cash flows provided by operating activities to free cash flow for the periods indicated:
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | |||||
| Cash flow from operating activities | $ | 68.5 | $ | 25.9 | ||
| Less: capital expenditure | (5.5) | (1.0) | ||||
| Free Cash Flow | $ | 63.0 | $ | 24.9 | ||
| GAAP Net Income | $ | 35.8 | $ | 32.7 | ||
| Non-GAAP Adjusted Net Income | $ | 35.9 | $ | 32.7 | ||
| Operating Cash Flow to GAAP Net Income | 191 | % | 79 | % | ||
| Free Cash Flow to Non-GAAP Adjusted Net Income (“conversion”) | 175 | % | 76 | % |
| Year Ended | |||||
|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | ||||
| Cash flow from operating activities | $ | 215.0 | $ | 88.5 | |
| Less: capital expenditure | (19.0) | (8.8) | |||
| Free Cash Flow | $ | 196.0 | $ | 79.7 | |
| GAAP Net Income | $ | 135.7 | $ | 107.7 | |
| Non-GAAP Adjusted Net Income | $ | 138.4 | $ | 109.2 | |
| Operating Cash Flow to GAAP Net Income | 158 | % | 82 | % | |
| Free Cash Flow to Non-GAAP Adjusted Net Income (“conversion”) | 142 | % | 73 | % |
39
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. Based on the information available as of the date of this Annual Report on Form 10-K, our operating cash flow, along with funds available under the line of credit, adequately support Janus’s liquidity and financing needs, including working capital requirements, capital expenditures, debt servicing, and potential acquisitions. The Company believes it will have sufficient working capital to fund operations for at least the next twelve months from the date of issuance of these financial statements.
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
Janus International Group, Inc. owns no material assets, other than its ownership of Janus Core, and does not conduct any business operations of its own. As a result, Janus International Group, Inc. is largely dependent upon cash dividends and distributions and other transfers from its subsidiaries, such as Janus Core, 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 Kingdom, France, Australia, Poland, and Singapore. Therefore, changes in the value of the related currencies affect our financial statements when translated into U.S. dollars.
Debt Profile
(dollar amounts in millions)
| Principal Amount | Issuance Date | Maturity Date | Interest Rate | Net Carrying Value | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 30, 2023 | December 31, 2022 | |||||||||||||||
| First Lien notes payable | $ | 625,000 | August 3, 2023 | August 3, 2030 | 8.76% 1 | $ | 623.4 | $ | 714.3 | |||||||
| Financing leases | 3.4 | 1.1 | ||||||||||||||
| Total principal debt | $ | 626.8 | $ | 715.4 | ||||||||||||
| Less: unamortized deferred finance fees | 11.8 | 7.2 | ||||||||||||||
| Less: current portion of long-term debt | 7.3 | 8.3 | ||||||||||||||
| Long-term debt, net of current portion | $ | 607.7 | $ | 699.9 |
(1)The interest rate on the Amendment No. 6 First Lien term loan as of December 30, 2023, was 8.76%, which is a variable rate based on Adjusted Term SOFR, subject to a 1.00% floor, plus .10% credit spread adjustment (“CSA”) and an applicable margin percent of 3.25%
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First Lien Term Loan - On June 20, 2023, the Company entered into Amendment No. 5 (the “Amendment No. 5 First Lien”) to the First Lien Term Loan. The Amendment No. 5 First Lien, among other things, (i) replaces the interest rate based on the London Interbank Offered Rate (“LIBOR”) and related LIBOR-based mechanics applicable to borrowings under the 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 Agreement to reflect the transition from LIBOR to SOFR. As chosen by the Company, the amended loan bears interest at a floating rate per annum consisting of Adjusted Term SOFR, plus .10% CSA and an applicable margin percent. The debt is secured by substantially all business assets. For the year ended December 30, 2023, the Company made voluntary payments of $85.3 toward the First Lien Term Loan using cash on hand.
On August 3, 2023, the Company refinanced its existing First Lien Term Loan pursuant to the Amendment No. 6 First Lien. The loan was made by a syndicate of lenders, with the aggregate amount of $625.0. The outstanding loan balance is to be repaid on a quarterly basis of 0.25% of the original balance of the amended loan beginning the last business day of December 2023 with the remaining principal due on the maturity date of August 3, 2030. As chosen by the Company, the amended loan bears interest at a floating rate per annum consisting of Adjusted Term SOFR plus .10% CSA and an applicable margin percent (effective rate of 8.76% as of December 30, 2023). (see Note 9, Long-Term Debt, to our consolidated financial statements in this Form 10-K for a further discussion).
Revolving Credit Facility - On August 18, 2021, the Company increased the existing available LOC Agreement with a domestic bank, from $50.0 to $80.0, incurred additional fees for this amendment of $0.4 and extended the maturity date from February 12, 2023 to August 12, 2024. On August 3, 2023, the Company refinanced the revolving credit facility, pursuant to a new ABL Credit and Guarantee Agreement (the “2023 LOC Agreement”). The 2023 LOC Agreement, among other things, (i) increased the previous aggregate commitments from $80.0 to $125.0, (ii) updated the manner in which the previous borrowing base under the 2023 LOC Agreement was determined, and (iii) replaced the administrative agent with a new administrative agent. Interest payments with respect to the 2023 LOC Agreement are due in arrears. The maturity date is August 3, 2028.
As chosen by the Company, the amended revolving credit facility bears interest at a floating rate per annum consisting of SOFR plus .10% CSA and an applicable margin percent that is based on excess availability. There was no outstanding balance on the line of credit as of December 30, 2023, and December 31, 2022. As of December 30, 2023, the Adjusted Term SOFR interest rate for the facility was 6.8%. The line of credit is secured by accounts receivable and inventories. (see Note 8, Line of Credit, to our consolidated financial statements in this Form 10-K for a further discussion)
The 2023 LOC Agreement and Amendment No. 6 First Lien 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. The 2023 LOC Agreement 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) $10.0. In such circumstances, we would be required to maintain a minimum fixed charge coverage ratio for the trailing four quarters equal to at least 1.00 to 1.00; 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 December 30, 2023, we were compliant with our covenants under the agreements governing our outstanding indebtedness.
As of December 30, 2023, and December 31, 2022, the Company maintained one letter of credit totaling approximately $0.4 on which there were no balances due.
Statement of cash flows
(dollar amounts in millions)
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 Consolidated Statements of Cash Flows in the consolidated financial statements.
Year ended December 30, 2023 compared to the year ended December 31, 2022:
| December 30, 2023 | December 31, 2022 | Variance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ | % | |||||||||||||
| Net cash provided by operating activities | $ | 215.0 | $ | 88.5 | $ | 126.5 | 142.9 | % | ||||||
| Net cash used in investing activities | (19.9) | (8.7) | (11.2) | 128.7 | % | |||||||||
| Net cash used in financing activities | (102.4) | (14.7) | (87.7) | 596.6 | % | |||||||||
| Effect of foreign currency rate changes on cash | 0.6 | 0.1 | 0.5 | 500.0 | % | |||||||||
| Net increase in cash | $ | 93.3 | $ | 65.2 | $ | 28.1 | 43.1 | % |
Net cash provided by operating activities
Net cash provided by operating activities increased by $126.5 to $215.0, or 142.9%, for the year ended December 30, 2023, compared to $88.5 for the year ended December 31, 2022. This was primarily due to a favorable change in the net working capital, resulting in a $97.5 increase in net cash flows from operating activities, as in the year ended December 31, 2022, changes in net working capital resulted in a cash usage of $84.8, while there was a $12.7 cash inflow due to changes in net working capital for the year ended December 30, 2023. Additionally, the increase in net cash provided by operating activities for the year ended December 30, 2023, was attributable to a $29.0 increase in net income, adjusted for non-cash items.
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Net cash used in investing activities
Net cash used in investing activities increased by $11.2 for the year ended December 30, 2023 as compared to the year ended December 31, 2022. This increase was driven primarily by a $10.2 increase in capital expenditures to continue to support our strategic growth initiatives.
Net cash used in financing activities
Net cash used in financing activities increased by $87.7 for the year ended December 30, 2023 as compared to the year ended December 31, 2022. This decrease was primarily due to principal repayments of $428.5 and a payment of deferred financing costs of $10.8, partially offset by proceeds from borrowings of $337.6 during the year ended December 30, 2023 in connection with the 2023 debt refinancing. See Note 9, Long-term Debt, to our consolidated financial statements for additional discussion of the transaction.
Capital allocation strategy
We continually assess our capital allocation strategy, including decisions relating to mergers and acquisitions, share repurchases, capital expenditures, debt pay-downs, etc.
Contractual Obligations
(dollar amounts in millions)
Excluding debt obligations disclosed above, the table below summarizes our approximate contractual obligations as of December 30, 2023 and their expected impact on our liquidity and cash flows in future periods:
| Total | Less than 1 year | 1-3 years | 3-5 years | Thereafter | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Supply Contracts (1) | $ | 5.7 | $ | 5.7 | $ | — | $ | — | $ | — | ||||||||
| Operating lease obligations | 73.5 | 8.8 | 17.0 | 14.9 | 32.8 | |||||||||||||
| Total | $ | 79.2 | $ | 14.5 | $ | 17.0 | $ | 14.9 | $ | 32.8 |
(1)Supply Contracts relate to the multiple fixed price agreements.
Operating lease obligations consist of operating lease liabilities for real and personal property leases with various lease expiration dates. The amount listed in the thereafter category is primarily comprised of eleven real property leases with expiration dates ranging from 2029 – 2036. See Note 5, Leases, to our consolidated financial statements for a further discussion.
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.
Off-Balance Sheet Arrangements
As of December 30, 2023, we did not have any off-balance sheet arrangements that are material or reasonably likely to be material to our financial condition or results of operations.
Related Party Transactions
See Note 14, Related Party Transactions, to our consolidated financial statements for a discussion of related party transactions.
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Critical Accounting Estimates
For the critical Accounting Estimates used in preparing Janus’s 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 are reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.
The consolidated financial statements have been prepared in accordance with GAAP. To prepare these financial statements, Janus makes estimates, assumptions, and judgments that affect what Janus reports as its assets and liabilities, what Janus discloses as contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the periods presented.
In accordance with Janus’s policies, Janus regularly evaluates its estimates, assumptions, and judgments, including, but not limited to, those concerning revenue recognition, lease accounting, income taxes and acquisitions of businesses. The Company bases its estimates, assumptions, and judgments on its historical experience and on factors that are reasonable under the circumstances. The results involve judgments about the carrying values of assets and liabilities not readily apparent from other sources. If Janus’s assumptions or conditions change, the actual results Janus reports may differ from these estimates. The following critical accounting estimates affect the more significant estimates, assumptions, and judgments Janus uses to prepare these consolidated financial statements.
Revenue Recognition
The Company enters into certain contracts with customers that may include multiple performance obligations. Determining whether the performance obligations in these contracts are considered to be distinct within the context of the contract with the customer may require significant judgment. Additionally, it is determined whether the performance obligation(s) will be recognized point in time or over time.
For performance obligations recognized over time, we employ the cost-to-cost input method as we consider it the most accurate measure of when goods and services are transferred to the customer. Under this method, we estimate the costs to complete individual contracts and recognize as revenue the portion of the total contract price deemed complete, based on the relationship of costs incurred to date to total anticipated costs.
It is important to note that, under the cost-to-cost method, the use of estimated costs to complete each contract is a crucial variable in determining recognized revenue. This estimate can change over the course of a contract's duration due to factors such as contract modifications and other elements affecting job completion. Our cost estimation process relies on the expertise, significant experience, and judgment of project management, finance professionals, and operational management. These teams assess various factors, including historical performance, costs of materials and labor, change orders, and the nature of the work to be performed.
To ensure accuracy, we regularly review and reassess our estimates for each uncompleted contract at least quarterly, incorporating the latest reliable information available. It's important to recognize that changes in these estimates could have both favorable and unfavorable impacts on revenues and their related profits.
Lease Accounting
Judgments made by management for our lease obligations include the determination of our incremental borrowing rate, and the length of the lease term, which includes the determination of renewal options that are reasonably assured. The lease term can affect the classification of a lease as finance or operating for accounting purposes, the amount of the lease liability and corresponding right-of-use lease asset recognized, the term over which related leasehold improvements for each restaurant are amortized and any rent holidays and/or changes in rental amounts for recognizing rent expense over the term of the lease. These judgments may produce materially different amounts of depreciation, amortization and rent expense than would be reported if different assumed lease terms were used.
We use our estimated incremental borrowing rate in determining the present value of lease payments for purposes of determining lease classification and recording lease liabilities and lease assets on our consolidated balance sheet. Our incremental borrowing rate is determined based on a synthetic credit rating, determined using a valuation model, adjusted to reflect a secured credit rating and a developed spread curve, if applicable, applied to a risk-free rate yield curve. If the estimate of our incremental borrowing rate was changed, our operating lease assets and liabilities could differ materially. Changes in the determination of our incremental borrowing rate could also have an impact on the depreciation and interest expense recognized for finance leases. See Note 5, Leases, to our consolidated financial statements.
Business Combinations
Under the acquisition method of accounting, Janus recognizes tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. Janus records the excess of the fair value of the consideration transferred, plus fair value of noncontrolling interest, plus fair value of preexisting interest in the acquiree over the value of the net assets acquired as goodwill. The accounting for business combinations requires us to make significant estimates and assumptions, especially with respect to intangible assets and the fair value of contingent payment obligations. Janus uses a variety of information sources to determine the value of acquired assets and liabilities including: third-party appraisers for the values and lives of property, identifiable intangibles and inventories; and legal counsel or other advisors to assess the obligations associated with legal, environmental or other claims. Critical estimates in valuing customer relationships, noncompete agreements, trademarks and tradenames, and other intangible assets (e.g., backlog, software, and technology) acquired, include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated
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projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could experience impairment charges which could be material.
We record contingent consideration resulting from a business combination at its fair value on the acquisition date. We generally determine the fair value of the contingent consideration using the Monte Carlo simulation, and Probability-Weighted Payment method. Each reporting period thereafter, we revalue these obligations and record increases or decreases in their fair value as an adjustment to operating expenses within the Consolidated Statements of Operations and Comprehensive Income. Changes in the fair value of the contingent consideration can result from changes in assumed discount periods and rates, and from changes pertaining to the achievement of the defined milestones. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the amount of contingent consideration expense we record in any given period.
Recently Issued Accounting Standards
See Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements for a discussion of recently issued and adopted accounting pronouncements.
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FY 2022 10-K MD&A
SEC filing source: 0001839839-23-000024.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which Janus’s management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition. You should read the following discussion and analysis of Janus’s financial condition and results of operations in conjunction with the consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K filed on March 15, 2022 for discussion and analysis of results of operations for the year ended December 26, 2020.
Certain information contained in this discussion and analysis or set forth elsewhere in this Annual report filing and 10-K, including information with respect to plans and strategy for Janus’s 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’s 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 Annual report filing and 10-K. We assume no obligation to update any of these forward-looking statements.
Unless otherwise indicated or the context otherwise requires, references in this 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
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subsidiaries prior to the Business Combination and to Janus International Group Inc. (Parent) and its consolidated subsidiaries after giving effect to the Business Combination.
Percentage amounts included in this 10-K 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 10-K may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this Annual report filing and 10-K. Certain other amounts that appear in this Annual report filing and 10-K 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 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 that 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 consolidated financial statements were prepared.
•Results of Operations: This section provides an analysis of our results of operations for the years ended December 31, 2022 and January 1, 2022, respectively.
•Liquidity and Capital Resources: This section provides a discussion of our financial condition and an analysis of our cash flows for the years ended December 31, 2022 and January 1, 2022. This section also provides a discussion of our contractual obligations, other purchase commitments and customer credit risk that existed at December 31, 2022, 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. The Company focuses on two primary markets, providing building solutions to the self-storage industry and the broader commercial industrial market. 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 REITs or returns-driven operators of scale and are primarily located in the top 50 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 of damaged or end-of-life products.
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 Janus International Europe Holdings Ltd. (UK), 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, NOKE, ASTA, DBCI, ACT, Janus Door, and Steel Door Depot.com.
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 also 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.
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
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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’s financials reflect the result of the execution of our operational and corporate strategy to penetrate the fast-growing commercial storage market, expanding its self-storage market share, as well as capitalizing on the aging self-storage facilities, while continuing to diversify our products and solutions. Janus is a bespoke provider of not only products, but solutions that generate a favorable financial outcome for our clients.
During the last two years, we have acquired G&M, DBCI, and ACT to expand geographically. 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 $1.02 billion for the year ended December 31, 2022, representing an increase of 35.9% from $750.2 million for the year ended January 1, 2022.
Revenues and net income increased in 2022 as compared to 2021 largely due to continued strong performance within all three sales channels and $56.6 million of inorganic growth as a result of the DBCI and ACT acquisitions coupled with the impact from the commercial actions taken in 2021. 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 was $226.9 million for the year ended December 31, 2022, representing a 53.1% increase from $148.2 million for the year ended January 1, 2022.
Adjusted EBITDA as a percentage of revenue was 22.3% for the year ended December 31, 2022, representing an increase of 2.5% from 19.8% for the year ended January 1, 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 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.”
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 92.6% and 90.9% of Janus’s revenue for the years ended December 31, 2022 and January 1, 2022, respectively.
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 largely in Europe as well as Australia. Janus International represented 7.4% and 9.1% of Janus’s revenue for the years ended December 31, 2022 and January 1, 2022, 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’s strategic growth. Since 2021, Janus has completed three acquisitions which contributed a combined $93.2 million inorganic revenue increase from December 27, 2020 through December 31, 2022. Refer to Item 1A. Risk Factors within this Form 10-K 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 Company, 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
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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 Company, through its wholly owned subsidiary Janus Core acquired 100% of the equity of ACT, a company incorporated in North Carolina, for approximately $10.4 million. Through this acquisition, the Company also acquired all assets and certain liabilities of Phoenix, a company incorporated in North Carolina. ACT has specialized in protecting critical assets in the self-storage and industrial building industries for over 7 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.
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 continue to hire additional accounting, finance, and other personnel in connection with our becoming, and our efforts to comply with the requirement of being a public company.
The following table sets forth key performance measures for the years ended December 31, 2022 and January 1, 2022
(dollar amounts in thousands)
| Year Ended | Variance | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | $ | % | |||||||||
| Total Revenue | $ | 1,019,509 | $ | 750,150 | $ | 269,359 | 35.9 | % | ||||
| Adjusted EBITDA | $ | 226,924 | $ | 148,204 | $ | 78,720 | 53.1 | % | ||||
| Adjusted EBITDA (% of revenue) | 22.3 | % | 19.8 | % | 2.5 | % |
As of December 31, 2022, and January 1, 2022, the headcount was 2,247 (including 551 temporary employees) and 2,017 (including 440 temporary employees), respectively.
Total revenue increased by $269.4 million or 35.9% for the year ended December 31, 2022 compared to the year ended January 1, 2022, primarily due to improved market conditions, commercial actions instituted in 2021 and increased volumes partially related to pull through of the 2021 new construction pent up demand coupled with a $56.6 million increase in inorganic revenue growth as a result of the DBCI and ACT acquisitions.
Adjusted EBITDA increased by $78.7 million or 53.1% from the year ended December 31, 2022 compared to the year ended January 1, 2022 primarily due to increased revenue which was partially offset by increased cost of sales and general and administrative expenses.
Adjusted EBITDA as a percentage of revenue increased 2.5% for the year ended December 31, 2022 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 consolidated financial statements have been derived from the accounts of Janus and its wholly owned subsidiaries. Janus’s 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 and the year ended January 1, 2022 was a year in which we added a 53rd week.
We have presented results of operations, including the related discussion and analysis for the year ended December 31, 2022 compared to the year ended January 1, 2022.
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Components of Results of Operations
Sales of products. Sale of products represents 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 subsidiaries). 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 revenue reflects 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 cost of sales consists of the cost of products and cost of services. 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. Cost of services includes third-party installation subcontractor costs directly associated with the installation of our products. Our cost of sales 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 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 public company costs. We expect general and administrative expenses to increase in absolute dollars in future periods as we expect our revenues to continue to grow. We also expect G&A expenses to increase in the near term as a result of operating as a public company, including expenses associated with compliance with the rules and regulations of the Commission, and an increase in legal, audit, insurance, investor relations, professional services and other administrative expenses.
Interest expense. Consists of interest expense on short-term and long-term debt and amortization of deferred financing fees (see “Long Term Debt” section).
Factors Affecting the Results of Operations
Key Factors Affecting the Business and Financial Statements
Management understands Janus’s performance and future growth depends on a number of factors that present significant opportunities but also pose risks and challenges.
Factors Affecting Revenues
Janus’s 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 because of 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 service, and a reputation for high quality products.
Factors Affecting Growth Through Acquisitions
Janus’s business strategy involves growth through, among other things, the acquisition of other companies. Janus evaluates 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
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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’s business could be materially affected.
Seasonality
Generally, Janus’s 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’s 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 (“SG&A”) expenses.
Janus’s largest individual raw material expenditure is steel coils. Fluctuations in the prices of steel coil are generally beyond Janus’s control and have a direct impact on the financial results. In 2020 and 2021, Janus entered into agreements with three of its largest suppliers in order to lock in steel coil prices for part of Janus’s production needs and partially mitigate the potential impacts of short-term steel coil price fluctuations. This arrangement allows Janus to purchase quantities of product within specified ranges as outlined in the contracts. Freight costs are driven by Janus’s 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 consolidated financial statements. The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this document. We have derived this data from our consolidated financial statements included elsewhere in this Annual filing and 10-K. The following tables set forth our results of operations for the periods presented are in dollars.
Results of Operations
(dollar amounts in thousands)
Unaudited Quarterly Consolidated Results for the quarter ended December 31, 2022 compared to the quarter ended January 1, 2022
| Three Months Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | $ | % | |||||||||||
| REVENUE | ||||||||||||||
| Sales of products | $ | 230,965 | $ | 201,876 | $ | 29,089 | 14.4 | % | ||||||
| Sales of services | 48,763 | 33,477 | 15,286 | 45.7 | % | |||||||||
| Total revenue | $ | 279,728 | $ | 235,353 | $ | 44,375 | 18.9 | % | ||||||
| Cost of Sales | 172,137 | 158,717 | 13,420 | 8.5 | % | |||||||||
| GROSS PROFIT | $ | 107,591 | $ | 76,636 | $ | 30,955 | 40.4 | % | ||||||
| OPERATING EXPENSE | ||||||||||||||
| Selling and marketing | 16,059 | 14,388 | 1,671 | 11.6 | % | |||||||||
| General and administrative | 32,913 | 33,662 | (749) | (2.2) | % | |||||||||
| Operating Expenses | $ | 48,972 | $ | 48,050 | $ | 922 | 1.9 | % | ||||||
| INCOME FROM OPERATIONS | $ | 58,619 | $ | 28,586 | $ | 30,033 | 105.1 | % | ||||||
| Interest expense | (13,416) | (9,611) | (3,805) | 39.6 | % | |||||||||
| Other income (expense) | 85 | (935) | 1,020 | (109.1) | % | |||||||||
| Change in fair value of derivative warrant liabilities | — | (7,542) | 7,542 | 100.0 | % | |||||||||
| Other Expense, Net | $ | (13,331) | $ | (18,088) | $ | 4,757 | (26.3) | % | ||||||
| INCOME BEFORE TAXES | $ | 45,288 | $ | 10,498 | $ | 34,790 | 331.4 | % | ||||||
| Provision for Income Taxes | 12,574 | 216 | 12,358 | 5721.3 | % | |||||||||
| NET INCOME | $ | 32,714 | $ | 10,282 | $ | 22,432 | 218.2 | % |
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For the year ended December 31, 2022 compared to the year ended January 1, 2022
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | $ | % | |||||||||||
| REVENUE | ||||||||||||||
| Sales of products | $ | 873,087 | $ | 619,967 | $ | 253,120 | 40.8 | % | ||||||
| Sales of services | 146,422 | 130,183 | 16,239 | 12.5 | % | |||||||||
| Total revenue | $ | 1,019,509 | $ | 750,150 | $ | 269,359 | 35.9 | % | ||||||
| Cost of Sales | 654,577 | 498,787 | 155,790 | 31.2 | % | |||||||||
| GROSS PROFIT | $ | 364,932 | $ | 251,363 | $ | 113,569 | 45.2 | % | ||||||
| OPERATING EXPENSE | ||||||||||||||
| Selling and marketing | 58,275 | 46,295 | 11,980 | 25.9 | % | |||||||||
| General and administrative | 119,180 | 111,981 | 7,199 | 6.4 | % | |||||||||
| Contingent consideration and earnout fair value adjustments | — | 687 | (687) | (100.0) | % | |||||||||
| Operating Expenses | $ | 177,455 | $ | 158,963 | $ | 18,492 | 11.6 | % | ||||||
| INCOME FROM OPERATIONS | $ | 187,477 | $ | 92,400 | $ | 95,077 | 102.9 | % | ||||||
| Interest expense | (42,039) | (32,876) | (9,163) | 27.9 | % | |||||||||
| Other (expense) | (227) | (3,324) | 3,097 | (93.2) | % | |||||||||
| Change in fair value of derivative warrant liabilities | — | (5,918) | 5,918 | 100.0 | % | |||||||||
| Other Expense, Net | $ | (42,266) | $ | (42,118) | $ | (148) | 0.4 | % | ||||||
| INCOME BEFORE TAXES | $ | 145,211 | $ | 50,282 | $ | 94,929 | 188.8 | % | ||||||
| Provision for Income Taxes | 37,558 | 6,481 | 31,077 | 479.5 | % | |||||||||
| NET INCOME | $ | 107,653 | $ | 43,801 | $ | 63,852 | 145.8 | % |
Revenue
(dollar amounts in thousands)
| Year Ended | Variance% | Revenue Variance Breakdown | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | Variance | Domestic Acquisitions | Organic Growth | Organic Growth % | ||||||||||||||||||||
| Sales of products | $ | 873,087 | $ | 619,967 | $ | 253,120 | 40.8 | % | $ | 51,665 | $ | 201,455 | 32.5 | % | |||||||||||
| Sales of services | 146,422 | 130,183 | 16,239 | 12.5 | % | 4,923 | 11,316 | 8.7 | % | ||||||||||||||||
| Total | $ | 1,019,509 | $ | 750,150 | $ | 269,359 | 35.9 | % | $ | 56,588 | $ | 212,771 | 28.4 | % |
The $269.4 million revenue increase for the year ended December 31, 2022 compared to the year ended January 1, 2022 is primarily attributable to increased volumes as a result of favorable industry dynamics in all three sales channels, positive impact from commercial actions taken in 2022, coupled with inorganic growth of $56.6 million as a result of the DBCI and ACT acquisitions. In addition, we began to see a more meaningful impact from our commercial actions in the second half of the year. The inorganic growth as a result of the G&M Stor-More Pty Ltd. acquisition is not separately stated above as the amount is not significant.
The following table and discussion compares Janus’s sales by sales channel (dollar amounts in thousands).
| Year Ended | Year Ended | Variance | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | % of sales | January 1, 2022 | % of sales | $ | % | |||||||||||||||
| New Construction - Self Storage | $ | 323,394 | 31.7 | % | $ | 286,027 | 38.1 | % | $ | 37,367 | 13.1 | % | ||||||||
| R3 - Self Storage | 321,078 | 31.5 | % | 221,396 | 29.5 | % | 99,682 | 45.0 | % | |||||||||||
| Commercial and Other | 375,037 | 36.8 | % | 242,726 | 32.4 | % | 132,311 | 54.5 | % | |||||||||||
| Total | $ | 1,019,509 | 100.0 | % | $ | 750,150 | 100.0 | % | $ | 269,359 | 35.9 | % |
New construction sales increased by $37.4 million or 13.1% for the year ended December 31, 2022 compared to the year ended January 1, 2022. The increase in the year ended December 31, 2022 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.
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R3 sales increased by $99.7 million or 45.0% for the year ended December 31, 2022 compared to the year ended January 1, 2022 due to the increase of conversions and expansions as more self-storage capacity continues to be brought online through R3 as opposed to greenfield sites coupled with the positive impacts from commercial actions.
Commercial and other sales increased by $132.3 million or 54.5% for the year ended December 31, 2022 compared to the year ended January 1, 2022 due to Janus Core and ASTA experiencing favorable market gains due to the continued e-commerce movement coupled with share gains in the commercial steel roll up door market from ASTA’s launch of the rolling steel product line. In addition, the commercial and other sales channel continued to benefit from the commercial actions instituted in 2021.
Cost of Sales and Gross Margin
(dollar amounts in thousands)
Gross margin increased by 2.3% to 35.8% for the year ended December 31, 2022 from 33.5% for the year ended January 1, 2022 primarily due to continued increased raw material, labor and logistics costs which was offset by the commercial and cost containment initiatives taking effect in the second half of 2022.
| Year Ended | Cost of Sales Variance Breakdown | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | Variance | Variance% | Domestic Acquisitions | Organic Growth | OrganicGrowth% | |||||||||||||||
| Cost of Sales | $ | 654,577 | $ | 498,787 | $ | 155,790 | 31.2 | % | $ | 43,682 | $ | 112,108 | 22.5% |
The $155.8 million or 31.2% increase in cost of sales for the year ended December 31, 2022 compared to the year ended January 1, 2022, is primarily attributable to an increase in material and direct labor costs of $94.2 million for the year ended December 31, 2022 compared to the year ended January 1, 2022, coupled with the inorganic growth of $43.7 million as a result of the DBCI and ACT acquisitions for the year ended January 1, 2022.
Operating Expenses - Selling and marketing
Selling and marketing expense increased $12.0 million or 25.9% for the year ended January 1, 2022 compared to the year ended December 31, 2022 primarily due to increased marketing, trade show and payroll related costs for additional headcount to support revenue growth coupled with limited travel, marketing and trade show costs in the prior year due to the pandemic. In addition, there was an increase in selling and marketing expenses of $2.3 million as a result of the DBCI and ACT acquisitions.
Operating Expenses - General and administrative
General and administrative expenses increased $7.2 million or 6.4% for the year ended January 1, 2022 compared to the year ended December 31, 2022 primarily due to an increase in general liability and health insurance, 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, which is further discussed in the Non-GAAP Financial Measures section. In addition, there was an increase in general and administrative expenses of $6.2 million as a result of the DBCI and ACT acquisitions for the year ended January 1, 2022 compared to the year ended December 31, 2022.
Operating Expenses - Contingent consideration and earnout fair value adjustments
Contingent consideration and earnout fair value adjustments decreased by $0.7 million or 100.0% for the year ended January 1, 2022 compared to the year ended December 31, 2022, 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.
Interest Expense
Interest expense increased $9.2 million or 27.9% for the year ended January 1, 2022 compared to the year ended December 31, 2022 primarily due to the new borrowings of $155.0 million in August 2021 and an increase in interest rates in 2022. (See “Liquidity and Capital Resources” section).
Other Income (Expense)
Other expense decreased by $3.1 million or 93.2% from $3.3 million of other expense for the year ended January 1, 2022 to $0.2 million of other expense for the year ended December 31, 2022. The decrease in other expense for the year ended is primarily due to a $2.4 million loss on extinguishment of debt and a $0.8 million loss on abandonment included in the year ended January 1, 2022, but not present in the year ended December 31, 2022.
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Change in fair value of derivative warrant liabilities
Change in fair value of derivative warrant liabilities decreased by $5.9 million or 100.0% from $5.9 million for the year ended January 1, 2022 to $— million for the year ended December 31, 2022. The decrease for the year ended December 31, 2022 is due to a $5.9 million fair value of warrant liabilities adjustment included in the year ended January 1, 2022, but not present in the year ended December 31, 2022. All warrants were redeemed in the fourth quarter of 2021.
Income Taxes
Income tax expense increased by $31.1 million or 479.5% from $6.5 million for the year ended January 1, 2022 to $37.6 million for the year ended December 31, 2022 due to a tax structure change from a limited liability company that was considered a disregarded entity for tax purposes to a Corporation as a result of the Business Combination that occurred on June 7, 2021.
Net Income
The $63.9 million or 145.8% increase in net income for the year ended January 1, 2022 compared to the year ended December 31, 2022 is largely due to an increase in revenue offset by an increase in cost of sales, selling and general and administrative expenses, interest expense and income taxes.
Segment Results of Operations
We operate in and report financial results for two segments: North America and International with the following sales channels, Self-Storage 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 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 net earnings.
Results of Operations - Janus North America
(dollar amounts in thousands)
For the year ended December 31, 2022 compared to the year ended January 1, 2022
| Year Ended | Variance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | ||||||||||||
| $ | % | ||||||||||||
| REVENUE | |||||||||||||
| Sales of products | $ | 880,027 | $ | 614,851 | $ | 265,176 | 43.1% | ||||||
| Sales of services | 114,289 | 100,093 | 14,196 | 14.2% | |||||||||
| Total revenue | $ | 994,316 | 714,944 | $ | 279,372 | 39.1% | |||||||
| Cost of Sales | 648,983 | 481,714 | 167,269 | 34.7% | |||||||||
| GROSS PROFIT | $ | 345,333 | 233,229 | $ | 112,103 | 48.1% | |||||||
| OPERATING EXPENSE | |||||||||||||
| Selling and marketing | 55,051 | 42,589 | 12,462 | 29.3% | |||||||||
| General and administrative | 107,140 | 94,024 | 13,116 | 14.0% | |||||||||
| Contingent consideration and earnout fair value adjustments | — | 687 | (687) | (100.0)% | |||||||||
| Operating Expenses | $ | 162,191 | $ | 137,299 | $ | 24,892 | 18.1% | ||||||
| INCOME FROM OPERATIONS | $ | 183,142 | $ | 95,930 | $ | 87,211 | 90.9% |
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Revenue
(dollar amounts in thousands)
| Year Ended | Variances | Variance% | Revenue Variance Breakdown | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | Domestic Acquisitions | Organic Growth | OrganicGrowth% | |||||||||||||||||||||
| Sales of products | $ | 880,027 | $ | 614,851 | $ | 265,176 | 43.1 | % | $ | 51,665 | $ | 213,512 | 34.7 | % | |||||||||||
| Sales of services | 114,289 | 100,093 | 14,196 | 14.2 | % | 4,923 | 9,273 | 9.3 | % | ||||||||||||||||
| Total | $ | 994,316 | $ | 714,944 | $ | 279,372 | 39.1 | % | $ | 56,588 | $ | 222,785 | 31.2 | % |
The $279.4 million or 39.1% revenue increase is primarily attributable to increased volumes as a result of favorable industry dynamics in all three sales channels coupled with inorganic growth of $56.6 million as a result of the DBCI and ACT acquisitions.
The following table and discussion compares Janus North America sales by sales channel (dollar amounts in thousands).
| Year Ended | Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | % of total sales | January 1, 2022 | % of total sales | |||||||||||||||||
| $ | % | |||||||||||||||||||
| New Construction - Self Storage | $ | 289,381 | 29.1 | % | $ | 246,670 | 34.5 | % | $ | 42,711 | 17.3 | % | ||||||||
| R3 - Self Storage | 304,051 | 30.6 | % | 210,180 | 29.4 | % | 93,871 | 44.7 | % | |||||||||||
| Commercial and Other | 400,884 | 40.3 | % | 258,094 | 36.1 | % | 142,789 | 55.3 | % | |||||||||||
| Total | $ | 994,316 | 100.0 | % | $ | 714,944 | 100.0 | % | $ | 279,372 | 39.1 | % |
New Construction sales increased by $42.7 million or 17.3% for the year ended December 31, 2022 compared to the year ended January 1, 2022 primarily due to commercial initiatives and strong growth related to shipments on the pent up demand in greenfield projects caused by permitting delays associated with the COVID-19 global pandemic that negatively impacted the first and second quarters of 2021.
R3 sales increased by $93.9 million or 44.7% for the year ended December 31, 2022 compared to the year ended January 1, 2022 due primarily to the continued trend of new self-storage capacity being brought online through conversions and expansions coupled with the positive impacts from commercial actions.
Commercial and Other sales increased by $142.8 million or 55.3% for the year ended December 31, 2022 compared to the year ended January 1, 2022 due to increases in both Janus Core and ASTA commercial steel roll up door market, from strong momentum with the launch of the ASTA rolling steel product line and commercial initiatives implemented to offset the inflationary increases of raw materials, labor, and logistics costs.
Cost of Sales and Gross Margin
(dollar amounts in thousands)
Gross Margin increased by 2.1% to 34.7% for the year ended December 31, 2022 from 32.6% for the year ended January 1, 2022 primarily due to continued increased raw material, labor and logistics costs which was offset by the commercial and cost containment initiatives taking effect in the second half of 2022.
| Year Ended | Variance | Variance% | Cost of Sales Variance Breakdown | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | Domestic Acquisitions | Organic Growth | OrganicGrowth% | ||||||||||||||||
| Cost of Sales | $ | 648,983 | $ | 481,714 | $ | 167,269 | 34.7 | % | $ | 43,682 | $ | 123,587 | 25.7% |
The $167.3 million or 34.7% increase in cost of sales for the year ended December 31, 2022 compared to the year ended January 1, 2022 is primarily due to increased revenue coupled with an increase in raw material, labor, and logistics costs. In addition, there was an inorganic increase of $43.7 million as a result of the DBCI and ACT acquisitions.
Operating Expenses - Selling and marketing
Selling and marketing expenses increased $12.5 million or 29.3% from $42.6 million for the year ended January 1, 2022 to $55.1 million for the year ended December 31, 2022 primarily due to increased marketing and trade show and payroll related costs for additional headcount to support revenue growth coupled with lower spend on travel, marketing and trade shows in the prior year due to the pandemic. In addition, there was an increase in selling and marketing expenses of $2.3 million as a result of the DBCI and ACT acquisitions.
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Operating Expenses - General and administrative
General and administrative expenses increased $13.1 million or 14.0% from $94.0 million for the year ended January 1, 2022 to $107.1 million for the year ended December 31, 2022 primarily due to an increase in general liability and health insurance, 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, which is further discussed in the Non-GAAP Financial Measures section. In addition, there was an increase in general and administrative expenses of $6.2 million as a result of the DBCI and ACT acquisitions for the from the year ended January 1, 2022 compared to the year ended December 31, 2022.
Operating Expenses - Contingent consideration and earnout fair value adjustments
Contingent consideration and earnout fair value adjustments decreased by $0.7 million or 100.0% from $0.7 million for the year ended January 1, 2022 to $— million for the year ended December 31, 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.
Income from Operations
Income from operations increased by $87.2 million or 90.9% from $95.9 million for the year ended January 1, 2022 to $183.1 million for the year ended December 31, 2022 due to an increase in revenue offset by an increase in cost of sales, selling and general and administrative expenses.
INTERNATIONAL
(dollar amounts in thousands)
Results of Operations - Janus International- For the year ended December 31, 2022 compared to the year ended January 1, 2022
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | |||||||||||||
| $ | % | |||||||||||||
| REVENUE | ||||||||||||||
| Sales of products | $ | 43,378 | $ | 38,490 | $ | 4,888 | 12.7 | % | ||||||
| Sales of services | 32,133 | 30,089 | 2,044 | 6.8 | % | |||||||||
| Total revenue | $ | 75,511 | $ | 68,579 | $ | 6,932 | 10.1 | % | ||||||
| Cost of Sales | 55,811 | 50,486 | 5,325 | 10.5 | % | |||||||||
| GROSS PROFIT | $ | 19,700 | 18,093 | $ | 1,607 | 8.9 | % | |||||||
| OPERATING EXPENSE | ||||||||||||||
| Selling and marketing | 3,224 | 3,706 | (482) | (13.0) | % | |||||||||
| General and administrative | 12,039 | 17,957 | (5,918) | (33.0) | % | |||||||||
| Operating Expenses | $ | 15,264 | $ | 21,663 | $ | (6,400) | (29.5) | % | ||||||
| INCOME FROM OPERATIONS | $ | 4,436 | $ | (3,570) | $ | 8,006 |
Revenue
(dollar amounts in thousands)
| Year Ended | Variances | Variance% | Revenue Variance Breakdown | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | Organic Growth | Organic Growth | ||||||||||||||||||
| Sales of products | $ | 43,378 | $ | 38,490 | $ | 4,888 | 12.7 | % | $ | 4,888 | 12.7 | % | |||||||||
| Sales of services | 32,133 | 30,089 | 2,044 | 6.8 | % | 2,044 | 6.8 | % | |||||||||||||
| Total | $ | 75,511 | $ | 68,579 | $ | 6,931 | 10.1 | % | $ | 6,931 | 10.1 | % |
The $6.9 million revenue increase includes a 10.1% increase in organic growth driven by increased sales volumes due to improved market conditions and commercial actions instituted in 2021. The inorganic growth as a result of the G&M Stor-More Pty Ltd. is not separately stated above as the amount is not significant.
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The following table illustrates the sales by channel for the years ended December 31, 2022 and January 1, 2022 (dollar amounts in thousands).
| Year Ended | % of totalsales | Variance | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | % of totalsales | January 1, 2022 | $ | % | |||||||||||||||
| New Construction - Self Storage | $ | 57,242 | 75.8 | % | $ | 51,723 | 75.4 | % | $ | 5,519 | 10.7% | ||||||||
| R3 - Self Storage | 18,269 | 24.2 | % | 16,856 | 24.6 | % | 1,413 | 8.4 | % | ||||||||||
| Commercial and Other | — | — | % | — | — | % | — | (100.0) | % | ||||||||||
| Total | $ | 75,511 | 100.0 | % | $ | 68,579 | 100.0 | % | $ | 6,932 | 10.1 | % |
New Construction sales increased by $5.5 million or 10.7% to $57.2 million for the year ended December 31, 2022 from $51.7 million for the year ended January 1, 2022 due to increased volumes and improved market conditions as the international market continues to open up after the COVID-19 pandemic.
R3 sales increased by $1.4 million or 8.4% to $18.3 million for the year ended December 31, 2022 from $16.9 million for the year ended January 1, 2022 primarily due to increased volumes, commercial actions, and improved market conditions as the international market continues to open up after the COVID-19 pandemic.
Cost of Sales and Gross Margin
(dollar amounts in thousands)
Gross Margin decreased by 0.3% to 26.1% for the year ended December 31, 2022 from 26.4% for the year ended January 1, 2022. The decline in the year ended December 31, 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.
| Year Ended | Variance | Variance% | Cost of Sales Variance Breakdown | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | Organic Growth | Organic Growth % | ||||||||||||||||||
| Cost of Sales | $ | 55,811 | $ | 50,486 | $ | 5,325 | 10.5 | % | $ | 5,325 | 10.5 | % |
Cost of sales increased by $5.3 million or 10.5% from $50.5 million for the year ended January 1, 2022 to $55.8 million for the year ended December 31, 2022 generally in line with a 10.1% increase in revenues coupled with an increase in raw material, labor and logistics costs and mezzanine product sales.
Operating Expenses - Selling and marketing
Selling and marketing expense decreased by $0.5 million or 13.0% from $3.7 million for the year ended January 1, 2022 to $3.2 million for the year ended December 31, 2022.
Operating Expenses - General and administrative
General and administrative expenses decreased $5.9 million or 33.0% from $18.0 million for the year ended January 1, 2022 to $12.0 million for the year ended December 31, 2022. The decrease for the year ended December 31, 2022 is primarily due to bonus expense related to the Business Combination that are not present in 2022.
Income from Operations
Income from operations increased by $8.0 million from a $3.6 million loss for the year ended January 1, 2022 to a $4.4 million income for the year ended December 31, 2022. The increase was primarily due to an increase in revenue and a decrease in general and administrative expenses that was offset by an increase in cost of sales.
Non-GAAP Financial Measures
(dollar amounts in thousands)
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.
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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. Such expenses, charges, and gains are not indicative of Janus’s 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, these measures provide useful information to investors and others in understanding and evaluating Janus’s 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’s 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.
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The following table present a reconciliation of net income to Adjusted EBITDA for the periods indicated:
(dollar amounts in thousands)
| Three Months Ended (Unaudited) | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | |||||||||||||
| $ | % | |||||||||||||
| Net Income | $ | 32,714 | $ | 10,282 | $ | 22,432 | 218.2 | % | ||||||
| Interest Expense | 13,416 | 9,611 | 3,806 | 39.6 | % | |||||||||
| Income Taxes | 12,574 | 216 | 12,358 | 5721.3 | % | |||||||||
| Depreciation | 2,118 | 1,772 | 346 | 19.5 | % | |||||||||
| Amortization | 7,405 | 9,736 | (2,331) | (23.9) | % | |||||||||
| EBITDA | $ | 68,227 | $ | 31,616 | $ | 36,611 | 115.8 | % | ||||||
| Transaction related expenses(3) | — | 35 | (35) | (100.0) | % | |||||||||
| Facility relocation(4) | — | 1,004 | (1,004) | (100.0) | % | |||||||||
| Share-based compensation(5) | — | 3,151 | (3,151) | (100.0) | % | |||||||||
| Acquisition expense(6) | 44 | — | 44 | 100.0 | % | |||||||||
| Change in fair value of derivative warrant liabilities(9) | — | 7,542 | (7,542) | (100.0) | % | |||||||||
| Adjusted EBITDA | $ | 68,272 | $ | 43,347 | $ | 24,924 | 57.5 | % |
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | |||||||||||||
| $ | % | |||||||||||||
| Net Income | $ | 107,653 | $ | 43,801 | $ | 63,852 | 145.8 | % | ||||||
| Interest Expense | 42,039 | 32,876 | 9,163 | 27.9 | % | |||||||||
| Income Taxes | 37,558 | 6,481 | 31,077 | 479.5 | % | |||||||||
| Depreciation | 7,935 | 6,450 | 1,485 | 23.0 | % | |||||||||
| Amortization | 29,683 | 31,588 | (1,905) | (6.0) | % | |||||||||
| EBITDA | $ | 224,868 | $ | 121,196 | $ | 103,672 | 85.5 | % | ||||||
| Loss (gain) on extinguishment of debt(1) | — | 2,415 | (2,415) | (100.0) | % | |||||||||
| COVID-19 related expenses(2) | 109 | 1,274 | (1,166) | (91.5) | % | |||||||||
| Transaction related expenses(3) | — | 10,398 | (10,398) | (100.0) | % | |||||||||
| Facility relocation(4) | 620 | 1,106 | (485) | (43.9) | % | |||||||||
| Share-based compensation(5) | — | 5,210 | (5,210) | (100.0) | % | |||||||||
| Acquisition expense(6) | 826 | — | 826 | 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) | — | 5,918 | (5,918) | (100.0) | % | |||||||||
| Adjusted EBITDA | $ | 226,924 | $ | 148,204 | $ | 78,720 | 53.1 | % |
(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)Transaction related expenses incurred as a result of the Business Combination on June 7, 2021 which consist of employee bonuses 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 costs associated with our strategic transformation, including executive leadership team changes, strategic business assessment and transformation projects.
(8)Adjustment 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.
(9)Adjustment related to the change in fair value of derivative warrant liabilities for the private placement warrants.
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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. Based on the information available as of the date of this Annual Report on Form 10-K, our operating cash flow, along with funds available under the line of credit, provide sufficient liquidity to support Janus’s 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
Janus International Group, Inc. was formed to consummate the business combination and as such owns no material assets and does not conduct any business operations of its own. As a result, Janus International Group, Inc. is largely dependent upon cash dividends and distributions and other transfers from its subsidiaries, such as Janus Core, 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 as an interest rate benchmark, we are currently in the process of identifying and managing the potential impact to Janus. The majority of Janus’s exposure to LIBOR relates to the Amendment No. 4 1st Lien note payable which is discussed further below.
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Debt Profile
(dollar amounts in thousands)
| Principal Amount | Issuance Date | Maturity Date | Interest Rate | Net Carrying Value | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | January 1, 2022 | |||||||||||||||
| Notes Payable - Amendment No. 4 1st Lien | $ | 726,413 | February 12, 2018 | February 12, 2025 | 7.98% 1 | $ | 714,312 | $ | 722,379 | |||||||
| Financing leases | 1,043 | — | ||||||||||||||
| Total principal debt | $ | 715,355 | $ | 722,379 | ||||||||||||
| Less unamortized deferred finance fees | 7,158 | 10,594 | ||||||||||||||
| Less: current portion of long-term debt | 8,347 | 8,067 | ||||||||||||||
| Long-term debt, net of current portion | $ | 699,850 | $ | 703,718 |
(1)The interest rate on the Amendment No. 4 1st Lien term loan as of December 31, 2022, was 7.98%, which is a variable rate based on LIBOR, subject to a 1.00% floor, plus an applicable margin percent of 3.25%
As of December 31, 2022, and January 1, 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 of its First Lien Amendment No. 3, 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. As chosen by the Company, the amended loan bears interest at a floating rate per annum consisting of LIBOR, plus an applicable margin percent (effective interest rate of 7.98% as of December 31, 2022). The debt is secured by substantially all business assets.
On August 18, 2021, the Company increased the available line of credit 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 18, 2023 to August 12, 2024. There was $— million and $6.4 million outstanding balance on the line of credit as of December 31, 2022 and January 1, 2022, respectively. As of December 31, 2022 and January 1, 2022 the interest rate in effect for the facility was 7.8% and 3.5%, respectively. The line of credit is secured by accounts receivable and inventories.
The revolving line of credit facility and Amendment No. 4 1st 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.
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 December 31, 2022, we were compliant with our covenants under the agreements governing our outstanding indebtedness.
Statement of cash flows
(dollar amounts in thousands)
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 Consolidated Statements of Cash Flows in the Consolidated Financial Statements.
Year ended December 31, 2022 compared to the year ended January 1, 2022:
| December 31, 2022 | January 1, 2022 | Variance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ | % | |||||||||||||
| Net cash provided by operating activities | $ | 88,467 | $ | 74,829 | $ | 13,638 | 18.2 | % | ||||||
| Net cash used in investing activities | (8,694) | (189,889) | 181,195 | (95.4) | % | |||||||||
| Net cash provided by (used in) financing activities | (14,646) | 82,800 | (97,446) | (117.7) | % | |||||||||
| Effect of foreign currency rate changes on cash | 54 | 197 | (143) | (72.6) | % | |||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 65,181 | $ | (32,063) | $ | 97,244 | (303.3) | % |
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Net cash provided by operating activities
Net cash provided by operating activities increased by $13.6 million to $88.5 million for the year ended December 31, 2022 compared to $74.8 million for the year ended January 1, 2022. This was primarily due to an increase of $67.3 million to net income adjusted for non-cash items and an investment in net working capital of $53.6 million to continue to support revenue growth, which was driven by a $2.5 million increase in prepaid and other current assets, $11.2 million increase in inventory to ensure supply to our plants in the current raw material constrained environment coupled with raw material inflation, $30.6 million increase in accounts receivable and deferred revenue as a result of increased sales volume and commercial initiatives, $19.2 million increase in accounts payable, and a $12.4 million increase in other accrued expenses. Additionally, there was a $0.1 million increase in other assets and long-term liabilities.
Net cash used in investing activities
Net cash used in investing activities decreased by $181.2 million for the year ended December 31, 2022 as compared to the year ended January 1, 2022. This decrease was driven primarily by the prior year acquisitions of G&M Stor-More Pty Ltd., DBCI and ACT with the net payments of $1.6 million, $169.0 million and $9.2 million, respectively, and decrease in capital expenditures of $1.5 million for the period for the year ended December 31, 2022 as compared with the year ended January 1, 2022.
Net cash provided by (used in) financing activities
Net cash provided by financing activities decreased by $97.4 million for the year ended December 31, 2022 as compared to the year ended January 1, 2022. This decrease was driven by $155.0 million in proceeds from issuance of long-term debt as a result of the DBCI acquisition not present in the current year, $60.8 million in principal payments of long-term debt, $12.7 million of net pay down on the line of credit, and $4.2 million decrease in net distributions paid to members. The decrease in principal payments of long-term debt was primarily attributed to the prepayment of approximately $61.6 million of existing 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 PIPE. In addition, the Company paid $541.7 million to Midco, LLC unitholders and $44.5 million in transaction costs.
Capital allocation strategy
We continually assess our capital allocation strategy, including decisions relating to M&A, capital expenditures, and debt pay-downs. The timing, declaration and payment of future dividends, falls within the discretion of Janus’s Board of Directors and will depend upon many factors, including, but not limited to, 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
(dollar amounts in thousands)
Summarized below are our approximate contractual obligations as of December 31, 2022 and their expected impact on our liquidity and cash flows in future periods:
| Total | Less than 1 year | 1-3 years | 3-5 years | Thereafter | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt Obligations | $ | 715,355 | $ | 8,347 | $ | 706,874 | $ | 134 | $ | — | ||||||||
| Supply Contracts (1) | 30,914 | 30,914 | — | — | — | |||||||||||||
| Other Liabilities (2) | 46,217 | 5,795 | 9,957 | 8,012 | 22,453 | |||||||||||||
| Total | $ | 792,486 | $ | 45,056 | $ | 716,831 | $ | 8,146 | $ | 22,453 |
(1)Supply Contracts relate to the multiple fixed price agreements.
(2)Other Liabilities relate to operating lease liabilities.
Debt Obligations is comprised of an Amendment No 4 First Lien Term Loan (see Note 9 to our Consolidated Financial Statements 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 Liabilities consist of operating lease liabilities for real and personal property leases with various lease expiration dates (see Note 16 to our Consolidated Financial Statements 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 also had another commitment for which it is contingently liable as of December 31, 2022 consisting of an outstanding letter of credit of $0.4 million.
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Off-Balance Sheet Arrangements
As of December 31, 2022, we did not have any off-balance sheet arrangements that are material or reasonably likely to be material to our financial condition or results of operations.
Related Party Transactions
See Note 14 to our Consolidated Financial Statements for a discussion of related party transactions.
Subsequent Events
See Note 22 to our Consolidated Financial Statements for a discussion of subsequent events.
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Critical Accounting Policies and Estimates
For the critical Accounting Policies and Estimates used in preparing Janus’s 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 are reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.
The consolidated financial statements have been prepared in accordance with GAAP. To prepare these financial statements, Janus makes estimates, assumptions, and judgments that affect what Janus reports as its assets and liabilities, what Janus discloses as contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the periods presented.
In accordance with Janus’s policies, Janus regularly evaluates its estimates, assumptions, and judgments, including, but not limited to, those concerning revenue recognition, accounts receivables, inventory valuation, contingencies, valuation of long-lived assets, goodwill and other long-lived intangible asset impairment, unit-based compensation, income taxes and acquisitions of businesses. The Company bases its estimates, assumptions, and judgments on its historical experience and on factors that are reasonable under the circumstances. The results involve judgments about the carrying values of assets and liabilities not readily apparent from other sources. If Janus’s assumptions or conditions change, the actual results Janus reports may differ from these estimates. The following critical accounting policies affect the more significant estimates, assumptions, and judgments Janus uses to prepare these consolidated financial statements.
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.
Revenue Recognition
The majority of our revenues are recognized when we complete our contracts with customers to install self-storage doors, walls, hallways, swings, hardware, and other required components, and the control of the promised good or service is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For installation services that are not complete at the reporting date, we recognize revenue over time utilizing a cost-to-cost input method as we believe this represents the best measure of when goods and services are transferred to the customer. When this method is used, we estimate the costs to complete individual contracts and record as revenue that portion of the total contract price that is considered complete based on the relationship of costs incurred to date to total anticipated costs. Under the cost-to-cost method, the use of estimated costs to complete each contract is a significant variable in the process of determining recognized revenue and can change throughout the duration of a contract due to contract modifications and other factors impacting job completion. Our cost estimation process is based on the knowledge, significant experience and judgement of project management, finance professionals and operational management to assess a variety of factors to determine revenues on uncompleted contracts. Such factors include historical performance, costs of materials and labor, change orders and the nature of the work to be performed. We generally review and reassess our estimates for each uncompleted contract at least quarterly to reflect the latest reliable information available. Changes in these estimates could favorably or unfavorably impact revenues and their related profits.
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.
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.
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Goodwill
Janus reviews goodwill for impairment on an annual basis or more frequently whenever events or changes in circumstances indicate that its more likely than not that the goodwill may be impaired. If such circumstances or conditions exist, management applies the quantitative goodwill impairment test process under ASC 350-20. The Company compares the fair value of the reporting unit with its carrying amount, to identify any potential goodwill impairment. The Company records an impairment charge to the extent the carrying amount exceeds the reporting unit's fair value. We evaluate goodwill at the reporting unit level (operating segment or one level below an operating segment).
Janus measures the fair value of the reporting units to which goodwill is allocated using an income based approach, a generally accepted valuation methodology, using relevant data available through and as of the impairment testing date. Under the income approach, fair value is determined using a discounted cash flow method, projecting future cash flows of each reporting unit, as well as a terminal value, and discounting such cash flows at a rate of return that reflects the relative risk of the cash flows. The key estimates and factors used in this approach include, but are not limited to, revenue growth rates and profit margins based on internal forecasts, a weighted average cost of capital used to discount future cash flows, and a review with comparable market multiples for the industry segment as well as our historical operating trends, all of which are subject to uncertainty. Future adverse developments relating to such matters as the growth in the market for our reporting units, competition, general economic conditions, and the market appeal of products or anticipated profit margins could reduce the fair value of the reporting units and could result in an impairment of goodwill in the reporting unit.
Long-Lived and Indefinite-Lived Asset Impairment
Janus evaluates the recoverability of the carrying value of long-lived assets whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimated future cash flows to which the asset relates is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value. No such charges were recognized during the periods presented.
Fair values assigned to the definite life intangible assets, consisting of customer relationships, noncompete agreements, backlog and other intangibles (i.e., software) are amortized on the straight-line basis over estimated useful lives less than 15 years. Such assets are periodically evaluated as to the recoverability of their carrying values. In determining the impairment of intangible assets, management considers an analysis under ASC 360-10-35-21. If an intangible asset is tested for recoverability and the undiscounted estimated future cash flows to which the asset relates is less than the carrying amount of the asset, the asset costs is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of the intangible asset exceeds its fair value.
Trade names and trademarks have been identified as indefinite-lived intangible assets and are not amortized, but instead are tested for impairment annually or when indicators of impairment exist. In determining the impairment of an intangible that is not subject to amortization, management performs a qualitative assessment under ASC 350-30-35-18. Management assesses qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired. If it’s
determined that it is necessary to perform the quantitative impairment test, the quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, it is recognized as an impairment loss in an amount equal to that excess.
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 Company is taxed as a Corporation for U.S. income tax purposes and similar sections of the state income tax laws. The Company’s effective tax rate is based on pre-tax earnings, enacted U.S. statutory tax rates, non-deductible expenses, and certain tax rate differences between U.S. and foreign jurisdictions. The foreign subsidiaries file income tax returns in the United Kingdom, France, Australia, and Singapore as necessary. For tax reporting purposes, the taxable income or loss with respect to the 45% ownership in the joint venture operating in Mexico will be reflected in the income tax returns filed under that country’s jurisdiction. The Company’s provision for income taxes consists of provisions for federal, state, and foreign income taxes.
The provision for income taxes for the years ended December 31, 2022 and January 1, 2022 includes amounts related to entities within the Company taxed as corporations in the United States, United Kingdom, France, Australia, and Singapore. The Company determines its provision for income taxes for interim periods 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.
Management of Janus is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes federal and certain states. Based on Janus’ evaluation, Janus has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. Tax penalties and interest, if any, would be accrued as incurred and would be classified as tax expense on the consolidated statements of operations.
Janus recognizes accrued interest associated with uncertain tax positions as part of interest expense and penalties associated with uncertain tax positions as part of other expenses.
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Business combinations
Under the acquisition method of accounting, Janus recognizes tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. Janus records the excess of the fair value of the consideration transferred, plus fair value of noncontrolling interest, plus fair value of preexisting interest in the acquiree over the value of the net assets acquired as goodwill. The accounting for business combinations requires us to make significant estimates and assumptions, especially with respect to intangible assets and the fair value of contingent payment obligations. Janus uses a variety of information sources to determine the value of acquired assets and liabilities including: third-party appraisers for the values and lives of property, identifiable intangibles and inventories; and legal counsel or other advisors to assess the obligations associated with legal, environmental or other claims. Critical estimates in valuing customer relationships, noncompete agreements, trademarks and tradenames, and other intangible assets (e.g., backlog, software, and technology) acquired, include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could experience impairment charges which could be material.
We record contingent consideration resulting from a business combination at its fair value on the acquisition date. We generally determine the fair value of the contingent consideration using the Monte Carlo simulation, and Probability-Weighted Payment method. Each reporting period thereafter, we revalue these obligations and record increases or decreases in their fair value as an adjustment to operating expenses within the Consolidated Statements of Operations and Comprehensive Income. Changes in the fair value of the contingent consideration can result from changes in assumed discount periods and rates, and from changes pertaining to the achievement of the defined milestones. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the amount of contingent consideration expense we record in any given period.
Equity Incentive Plan and Unit Option Plan
2021 Omnibus Incentive Plan
Effective June 7, 2021, the Company implemented an equity incentive program designed to enhance the profitability and value of its investment for the benefit of its stockholders by enabling the Company to offer eligible directors, officers and employees equity-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interest between such individuals and the Company’s stockholders.
The Company measures compensation expense for stock-based awards under the 2021 Omnibus Incentive Plan (the “Plan”) in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Stock-based compensation is measured at fair value on the grant date and recognized as compensation expense over the requisite service period. The Company records compensation cost for these awards using the straight-line method. Forfeitures are recognized as they occur.
Midco – Common 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 acceleration of the awards granted in connection with the Class B Plan, to allow accelerated vesting of the units upon consummation of the Business Combination. On the date of the Closing, the accelerated vesting for 16,079 units (equivalent to 4,012,873 shares of Company common stock) resulted in $5.2 million of non-cash share-based compensation recorded to general and administrative expenses in the Company’s Consolidated Statement of Operations and Comprehensive Income for the year ended January 1, 2022.
Recently Issued Accounting Standards
See Note 2 to our Consolidated Financial Statements for a discussion of recently issued and adopted accounting pronouncements.
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FY 2022 10-K MD&A
SEC filing source: 0001839839-22-000007.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which Janus’s 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’s financial condition and results of operations in conjunction with the consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K.
Certain information contained in this discussion and analysis or set forth elsewhere in this Annual report filing and 10-K, including information with respect to plans and strategy for Janus’s 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’s 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 Annual report filing and 10-K. We assume no obligation to update any of these forward-looking statements.
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Unless otherwise indicated or the context otherwise requires, references in this Janus’s 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.
Percentage amounts included in this 10-K 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 10-K may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this Annual report filing and 10-K. Certain other amounts that appear in this Annual report filing and 10-K 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 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 consolidated financial statements were prepared.
•Results of Operations: This section provides an analysis of our results of operations for the years ended January 1, 2022 and December 26, 2020, respectively.
•Liquidity and Capital Resources: This section provides a discussion of our financial condition and an analysis of our cash flows for the years ended January 1, 2022 and December 26, 2020, respectively. This section also provides a discussion of our contractual obligations, other purchase commitments and customer credit risk that existed at January 1, 2022, 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. The Company focuses on two primary markets, providing building solutions to the self-storage industry and the broader commercial industrial market. 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 REITs or returns-driven operators of scale and are primarily located in the top 50 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 of damaged or end-of-life products.
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 Janus International Europe Holdings Ltd. (UK), 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, NOKE, ASTA, DBCI, ACT, Janus Door, and Steel Door Depot.com.
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 also 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.
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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’s financials reflect the result of the execution of our operational and corporate strategy to penetrate the fast-growing commercial storage market, expanding its self-storage market share, 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 the last two years, we have acquired Steel Storage Australia and Asia, PTI Australasia Pty Ltd., G&M, DBCI, and ACT to expand geographically. 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 $750.1 million for the year ended January 1, 2022, representing an increase of 36.6% from $549.0 million for the year ended December 26, 2020.
Revenues increased in 2021 as compared to 2020 largely due to continued strong performance within both the R3 and Commercial and Other sales channels and $36.6 million of inorganic growth as a result of the DBCI and ACT acquisitions coupled with the COVID-19 pandemic impacting prior year revenue in 2020. The same trends were generally present in both the Janus North America segment as well as the Janus International segment, indicative of a worldwide continued recovery from the COVID-19 pandemic.
Adjusted EBITDA was $148.2 million for the year ended January 1, 2022, representing a 17.2% increase from $126.4 million for the year ended December 26, 2020.
Adjusted EBITDA as a percentage of revenue was 19.8% for the year ended January 1, 2022, representing a decrease of 3.3% from 23.0% for the year ended December 26, 2020. The reduction in Adjusted EBITDA margins is a direct result of the inflationary increases in raw material, labor and logistics costs impacting the business in advance of price increases taking effect. In addition to the inflationary cost pressures, Janus also experienced incremental costs as a public company and incremental headcount costs associated with strategic investments in both our Facilitate division coupled with our continued build out of our Nokē Smart entry ground game and customer service department.
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.”
On August 18, 2021, the Company completed a refinancing of its First Lien Amendment No. 3, in which the principal terms of the amendment were new borrowings of $155.0 million which were used to fund the DBCI acquisition. In addition, the Company increased the available line of credit from $50.0 million to $80.0 million and extended the maturity date. (See “Liquidity and Capital Resources” section).
In an effort to accelerate the plant consolidation efforts as a result of the recent DBCI acquisition, the Company purchased a property in Houston, Texas with the intent of entering into a sale and leaseback transaction with a third party. On December 30, 2021, the Company entered into a sale and 15 year leaseback of the land, building, and building improvements with Jandoor Multi, LLC for a fixed sales price of approximately $9.6 million which was exchanged in cash at closing. This transaction was accounted for under ASC 840 and due to the timing of the transaction there was no gain or loss recorded as a result of this transaction.
The Business Combination
On June 7, 2021 (the “Closing Date”), Juniper Industrial Holdings, Inc. (“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. 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 shares of common stock and warrants of the Company are currently traded on the NYSE under the symbols “JBI” and “JBI WS”, respectively.
As a result of the Business Combination, equityholders 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
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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 to 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 90.9% and 91.7% of Janus’s revenue for the years ended January 1, 2022 and December 26, 2020, respectively.
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 largely in Europe as well as Australia. Janus International represented 9.1% and 8.3% of Janus’s revenue for the years ended January 1, 2022 and December 26, 2020, 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’s strategic growth. Since 2020, Janus has completed five acquisitions which contributed a combined $46.1 million inorganic revenue increase from December 29, 2019 through January 1, 2022. Refer to Item 1A. Risk Factors within this Form 10-K section further information on the risks associated with integration of these acquisitions. Janus acquired the following seven companies to fuel the inorganic growth of its manufacturing capabilities, product offerings, and technology solutions provided to customers.
On January 2, 2020, Janus’s wholly-owned subsidiary, JIE purchased 100% of the outstanding shares of Steel Storage Asia Pte Ltd. and Steel Storage Australia Pty Ltd. (collectively “Steel Storage” or “SSA”) for $6.5 million. The rationale for the Steel Storage acquisition was geographic expansion. The Steel Storage acquisition specifically expanded Janus’s global presence.
On March 31, 2020, Janus’s wholly-owned subsidiary, Steel Storage Australia Pty Ltd. purchased 100% of the assets of PTI Australasia Pty Ltd., a provider of access control security in the self-storage design and commercial industries in Australia, New Zealand and surrounding regions, for $0.032 million. The PTI Australasia Pty Ltd. acquisition specifically bolstered the adoption of Nokē Smart Entry Systems in Australia and New Zealand.
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 approximately $10.3 million. Through this acquisition, the Group also acquired all assets and certain liabilities of Phoenix, a company incorporated in North Carolina. ACT has specialized in protecting critical assets in the self-storage and industrial building industries for over 7 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 Brexit
The U.K. exit from the European Union on January 31, 2020, commonly referred to as Brexit, has caused, and may continue to cause, uncertainty in the global markets. Political and regulatory responses to the withdrawal are still developing, and we are in the process of
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assessing the impact that the withdrawal may have on our business as more information becomes available. Any impact from Brexit on our business and operations over the long term will depend, in part, on the outcome of tariff, tax treaties, trade, regulatory, and other negotiations the U.K. conducts.
Impact of COVID-19 and the CARES Act
In early 2020, the Coronavirus (COVID-19) swiftly began to spread globally, and the World Health Organization (WHO) subsequently declared COVID-19 to be a public health emergency of international concern on March 11, 2020. The COVID-19 outbreak has resulted in travel restrictions and in some cases, prohibitions of non-essential activities, disruption and shutdown of certain businesses and greater uncertainty in global financial markets. The full extent to which COVID-19 impacts Janus’s business, results of operations and financial condition are dependent on the further duration and spread of the outbreak mainly within the United States, Europe, and Australia.
To aid in combating the negative business impacts of COVID-19, the federal government enacted the “Coronavirus Aid, Relief, and Economic Security (CARES) Act” on March 27, 2020. Under the CARES Act, Janus deferred $2.6 million in payroll taxes of which half of the balance was paid on December 31, 2021 and the remaining balance, or $1.3 million is due December 31, 2022.
As a result of COVID-19 and in support of continuing its manufacturing efforts, Janus has undertaken a number of steps to protect its employees, suppliers and customers, as their safety and well-being is one of our top priorities. Janus has taken several safety measures including implementing social distancing practices and requiring employees to wear masks. There was $1.3 million in COVID-19 related expenses in the year ended January 1, 2022 primarily related to COVID-19 PPE supplies and COVID tests.
Notwithstanding our continued operations and performance, 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. Any resulting economic downturn could adversely affect demand for our products and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products, services and raw materials. The progression of this matter could also negatively impact our business or results of operations through the temporary closure of our operating locations or those of our customers or suppliers, among others. In addition, the ability of our employees and our suppliers’ and customers’ employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, or as a result of the control measures noted above, which may significantly hamper our production throughout the supply chain and constrict sales channels. 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 consolidated financial statements and discussion and analysis of financial condition and results of operations reflect estimates and assumptions made by management as of January 1, 2022. Events and changes in circumstances arising after January 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 continue to hire additional accounting, finance, and other personnel in connection with our becoming, and our efforts to comply with the requirement of being a public company.
The following table sets forth key performance measures for the years ended January 1, 2022 and December 26, 2020
(dollar amounts in thousands)
| Year Ended | Variance | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | December 26, 2020 | $ | % | |||||||||
| Total Revenue | $ | 750,150 | $ | 548,973 | $ | 201,176 | 36.6 | % | ||||
| Adjusted EBITDA | $ | 148,205 | $ | 126,425 | $ | 21,780 | 17.2 | % | ||||
| Adjusted EBITDA (% of revenue) | 19.8 | % | 23.0 | % | (3.3) | % |
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As of January 1, 2022, and December 26, 2020, the headcount was 2,017 (including 440 temporary employees) and 1,607 (including 332 temporary employees), respectively.
Total revenue increased by $201.2 million or 36.6% for the year ended January 1, 2022 compared to the year ended December 26, 2020 primarily due to increased volumes and improved market conditions in 2021 as the COVID-19 pandemic significantly impacted revenue in the second and third quarters of 2020 coupled with a $36.6 million increase in inorganic revenue growth as a result of the DBCI and ACT acquisitions. In addition, we began to see a more meaningful impact from our commercial actions in the second half of 2021. (See Results of Operations section).
Adjusted EBITDA increased by $21.8 million or 17.2% from the year ended January 1, 2022 compared to the year ended December 26, 2020 primarily due to increased revenue which was partially offset by increased cost of sales and general and administrative expenses.
Adjusted EBITDA as a percentage of revenue decreased 3.3% for the year ended January 1, 2022 primarily due to inflationary increases to raw material, labor and logistics costs in advance of commercial and cost containment actions taking effect. In addition to the inflationary cost pressures, Janus also experienced incremental costs as a public company and incremental headcount costs associated with strategic investments in both our Facilitate division coupled with our continued build out of our Nokē Smart entry ground game and customer service department. (See “Non-GAAP Financial Measures” section)
Basis of Presentation
The consolidated financial statements have been derived from the accounts of Janus and its wholly owned subsidiaries. Janus’s 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 and the year ended January 1, 2022 was a year in which we added a 53rd week.
We have presented results of operations, including the related discussion and analysis for the year ended January 1, 2022 compared to the year ended December 26, 2020.
Components of Results of Operations
Sales of products. Sale of products represents 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 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 revenue reflects 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 cost of sales consists of the cost of products and cost of services. 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. Cost of services includes third-party installation subcontractor costs directly associated with the installation of our products. Our cost of sales 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 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 public company costs. We expect general and administrative expenses to increase in absolute dollars in future periods as we expect our revenues to continue to
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grow. We also expect G&A expenses to increase in the near term as a result of operating as a public company, including expenses associated with compliance with the rules and regulations of the Commission, and an increase in legal, audit, insurance, investor relations, professional services and other administrative expenses.
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’s management believes their performance and future growth depends on a number of factors that present significant opportunities but also pose risks and challenges.
Factors Affecting Revenues
Janus’s 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 because of 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 service, and a reputation for high quality products.
Factors Affecting Growth Through Acquisitions
Janus’s 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’s business could be materially affected.
Seasonality
Generally, Janus’s 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’s 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 (“SG&A”) expenses.
Janus’s largest individual raw material expenditure is steel coils. Fluctuations in the prices of steel coil are generally beyond Janus’s control and have a direct impact on the financial results. In 2020 and 2021, Janus entered into agreements with three of its largest suppliers in order to lock in steel coil prices for part of Janus’s production needs and partially mitigate the potential impacts of short-term steel coil price fluctuations. This arrangement allows Janus to purchase quantities of product within specified ranges as outlined in the contracts.
Freight costs are driven by Janus’s volume of sales of products and are subject to the freight market pricing environment.
24
Results of Operations - Consolidated
The period to period comparisons of our results of operations have been prepared using the historical periods included in our consolidated financial statements. The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this document. We have derived this data from our consolidated financial statements included elsewhere in this Annual filing and 10-K. 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
(dollar amounts in thousands)
For the year ended January 1, 2022 compared to the year ended December 26, 2020
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | December 26, 2020 | $ | % | |||||||||||
| REVENUE | ||||||||||||||
| Sales of products | $ | 619,967 | $ | 439,458 | $ | 180,509 | 41.1 | % | ||||||
| Sales of services | 130,182 | 109,516 | 20,666 | 18.9 | % | |||||||||
| Total revenue | $ | 750,150 | $ | 548,973 | $ | 201,177 | 36.6 | % | ||||||
| Cost of Sales | 498,787 | 345,150 | 153,637 | 44.5 | % | |||||||||
| GROSS PROFIT | $ | 251,363 | $ | 203,823 | $ | 47,540 | 23.3 | % | ||||||
| OPERATING EXPENSE | ||||||||||||||
| Selling and marketing | 46,295 | 34,532 | 11,763 | 34.1 | % | |||||||||
| General and administrative | 111,981 | 76,946 | 35,035 | 45.5 | % | |||||||||
| Contingent consideration and earnout fair value adjustments | 687 | (2,175) | 2,862 | (131.6) | % | |||||||||
| Operating Expenses | $ | 158,963 | $ | 109,303 | $ | 49,660 | 45.4 | % | ||||||
| INCOME FROM OPERATIONS | $ | 92,400 | $ | 94,521 | $ | (2,121) | (2.2) | % | ||||||
| Interest expense | (32,876) | (36,011) | 3,135 | (8.7) | % | |||||||||
| Other income (expense) | (3,324) | 441 | (3,765) | (853.7) | % | |||||||||
| Change in fair value of derivative warrant liabilities | (5,918) | — | (5,918) | 100.0 | % | |||||||||
| Other Expense, Net | $ | (42,118) | $ | (35,570) | $ | (6,548) | 18.4 | % | ||||||
| INCOME BEFORE TAXES | $ | 50,283 | $ | 58,951 | $ | (8,668) | (14.7) | % | ||||||
| Provision for Income Taxes | 6,481 | 2,114 | 4,367 | 206.6 | % | |||||||||
| NET INCOME | $ | 43,801 | $ | 56,837 | $ | (13,036) | (22.9) | % |
Revenue
(dollar amounts in thousands)
| Year Ended | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Variance% | Revenue Variance Breakdown | ||||||||||||||||||||||||
| January 1, 2022 | December 26, 2020 | Variance | Domestic Acquisitions | Organic Growth | Organic Growth % | ||||||||||||||||||||
| Sales of products | $ | 619,967 | $ | 439,458 | $ | 180,510 | 41.1 | % | $ | 33,115 | $ | 147,395 | 33.5 | % | |||||||||||
| Sales of services | 130,182 | 109,516 | 20,667 | 18.9 | % | 3,495 | 17,172 | 15.7 | % | ||||||||||||||||
| Total | $ | 750,150 | $ | 548,973 | $ | 201,176 | 36.6 | % | $ | 36,610 | $ | 164,567 | 30.0 | % |
The $201.2 million revenue increase for the year ended January 1, 2022 compared to the year ended December 26, 2020 is primarily attributable to increased volumes as a result of favorable industry dynamics in both the commercial and R3 sales channels coupled with inorganic growth of $36.6 million as a result of the DBCI and ACT acquisitions. In addition, we began to see a more meaningful impact from our commercial actions in the second half of the year. The inorganic growth as a result of the G&M Stor-More Pty Ltd. acquisition is not separately stated above as the amount is not significant.
25
The following table and discussion compares Janus’s sales by sales channel (dollar amounts in thousands).
| Year Ended | Year Ended | Variance | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | % of sales | December 26, 2020 | % of sales | $ | % | |||||||||||||||
| New Construction - Self Storage | $ | 286,027 | 38.1 | % | $ | 264,124 | 48.1 | % | $ | 21,904 | 8.3 | % | ||||||||
| R3 - Self Storage | 221,396 | 29.5 | % | 151,018 | 27.5 | % | 70,378 | 46.6 | % | |||||||||||
| Commercial and Other | 242,726 | 32.4 | % | 133,831 | 24.4 | % | 108,895 | 81.4 | % | |||||||||||
| Total | $ | 750,150 | 100.0 | % | $ | 548,973 | 100.0 | % | $ | 201,177 | 36.6 | % |
New construction sales increased by $21.9 million or 8.3% for the year ended January 1, 2022 compared to the year ended December 26, 2020, respectively. The increase in the year ended January 1, 2022 is primarily due to commercial initiatives and strong growth from the International segment partially offset by delays in greenfield projects caused by permitting delays associated with the COVID-19 global pandemic, coupled with the continued trend of new self-storage capacity being brought online through conversions and expansions, which roll up under R3.
R3 sales increased by $70.4 million or 46.6% for the year ended January 1, 2022 compared to the year ended December 26, 2020 due to the increase of conversions and expansions as more self-storage capacity continues to be brought online through R3 as opposed to greenfield sites coupled with the positive impacts from commercial actions.
Commercial and other sales increased by $108.9 million or 81.4% for the year ended January 1, 2022 compared to the year ended December 26, 2020 due to Janus Core and ASTA experiencing favorable market gains due to the continued e-commerce movement coupled with share gains in the commercial steel roll up door market from ASTA’s launch of the rolling steel product line in the fourth quarter of 2020. In addition, the commercial and other sales channel continued to benefit from the commercial actions instituted earlier in the year.
Cost of Sales and Gross Margin
(dollar amounts in thousands)
Gross margin decreased by 3.6% to 33.5% for the year ended January 1, 2022 from 37.1% for the year ended December 26, 2020 due primarily to increased raw material, labor and logistics costs in advance of commercial and cost containment initiatives taking effect.
| Year Ended | Cost of Sales Variance Breakdown | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | December 26, 2020 | Variance | Variance% | Domestic Acquisitions | Organic Growth | OrganicGrowth% | ||||||||||||||
| Cost of Sales | $ | 498,787 | $ | 345,150 | $ | 153,637 | 44.5 | % | $ | 26,349 | $ | 127,288 | 36.9% |
The $153.6 million or 44.5% increase in cost of sales for the year ended January 1, 2022 compared to the year ended December 26, 2020 is primarily attributable to increased revenue coupled with an increase in raw material, labor and logistics costs on a global basis. In addition, there was an inorganic increase of $26.3 million as a result of the DBCI and ACT acquisitions.
Operating Expenses - Selling and marketing
Selling and marketing expense increased $11.8 million or 34.1% from the year ended December 26, 2020 compared to the year ended January 1, 2022 primarily due to increased marketing, trade show and payroll related costs for additional headcount to support revenue growth coupled with limited travel, marketing and trade show costs in the prior year due to the pandemic. In addition, there was an increase in selling and marketing expenses of $1.4 million as a result of the DBCI and ACT acquisitions.
Operating Expenses - General and administrative
General and administrative expenses increased $35.0 million or 45.5% from the year ended December 26, 2020 compared to the year ended January 1, 2022 primarily due to an increase in general liability and health insurance, 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 and $6.9 million as a result of the DBCI and ACT acquisitions. In addition, the Company incurred transaction related costs in conjunction with the June 2021 business combination of approximately $10.4 million which is further discussed in the Non-GAAP Financial Measures section.
Operating Expenses - Contingent consideration and earnout fair value adjustments
Contingent consideration and earnout fair value adjustments increased by $2.9 million or 131.6% from $(2.2) million for the year ended December 26, 2020 to $0.7 million for the year ended January 1, 2022. The increase for the year ended is due to a $0.7 million adjustment 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,
26
2021 and a $(2.2) million contingent consideration fair value adjustment related to the acquisition of NOKE and BETCO for the year ended December 26, 2020.
Interest Expense
Interest expense decreased $3.1 million or 8.7% from the year ended December 26, 2020 compared to the year ended January 1, 2022 due to a lower interest rate environment coupled with a $2.0 million debt prepayment in July 2020. In addition, the Company entered into a Debt Modification agreement in February 2021 which consolidated the prior two outstanding tranches into a single tranche and resulted in a reduction in the overall interest rate. In conjunction with the business combination on June 7, 2021, the Company made a $61.6 million prepayment on debt. On August 18, 2021, the Company completed a refinancing of its First Lien Amendment No. 3, in which the principal terms of the amendment were new borrowings of $155.0 million which partially offset the above decreases in the interest expense. (See “Liquidity and Capital Resources” section).
Other Income (Expense)
Other income (expense) decreased by $3.8 million or 853.7% from $0.4 million of other income for the year ended December 26, 2020 to $3.3 million of other (expense) for the year ended January 1, 2022. The increase in other (expense) for the year ended is primarily due to a $2.4 million loss on extinguishment of debt and a $0.8 million loss on abandonment included in the year ended January 1, 2022 but not present in the year ended December 26, 2020.
Change in fair value of derivative warrant liabilities
Change in fair value of derivative warrant liabilities decreased by $5.9 million or 100.0% from $— for the year ended December 26, 2020 to $(5.9) million for the year ended January 1, 2022. The decrease for the year ended is due to a $5.9 million fair value of warrant liabilities adjustment included in the year ended January 1, 2022 but not present in the year ended December 26, 2020. All warrants were redeemed in the fourth quarter of 2021.
Income Taxes
Income tax expense increased by $4.4 million or 206.6% from $2.1 million for the year ended December 26, 2020 to $6.5 million for the year ended January 1, 2022 due to a tax structure change from a limited liability company that was considered a disregarded entity for tax purposes to a Corporation as a result of the Business Combination that occurred on June 7, 2021.
Net Income
The $13.0 million or 22.9% decrease in net income for the year ended December 26, 2020 compared to the year ended January 1, 2022 is largely due to an increase in raw material, labor and logistics costs coupled with increased selling and general and administrative expenses and income taxes.
Segment Results of Operations
We operate in and report financial results for two segments: North America and International with the following sales channels, Self-Storage 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 net earnings.
27
Results of Operations - Janus North America
(dollar amounts in thousands)
For the year ended January 1, 2022 compared to the year ended December 26, 2020
| Year Ended | Variance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | December 26, 2020 | ||||||||||||
| $ | % | ||||||||||||
| REVENUE | |||||||||||||
| Sales of products | $ | 614,851 | $ | 430,585 | $ | 184,266 | 42.8% | ||||||
| Sales of services | 100,093 | 89,534 | 10,559 | 11.8% | |||||||||
| Total revenue | $ | 714,944 | 520,119 | $ | 194,824 | 37.5% | |||||||
| Cost of Sales | 481,714 | 330,184 | 151,530 | 45.9% | |||||||||
| GROSS PROFIT | $ | 233,229 | 189,935 | $ | 43,294 | 22.8% | |||||||
| OPERATING EXPENSE | |||||||||||||
| Selling and marketing | 42,589 | 31,932 | 10,657 | 33.4% | |||||||||
| General and administrative | 94,024 | 68,514 | 25,510 | 37.2% | |||||||||
| Contingent consideration and earnout fair value adjustments | 687 | (2,175) | 2,862 | (131.6)% | |||||||||
| Operating Expenses | $ | 137,299 | $ | 98,271 | $ | 39,029 | 39.7% | ||||||
| INCOME FROM OPERATIONS | $ | 95,930 | $ | 91,665 | $ | 4,266 | 4.7% |
Revenue
(dollar amounts in thousands)
| Year Ended | Variances | Variance% | Revenue Variance Breakdown | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | December 26, 2020 | Domestic Acquisitions | Organic Growth | OrganicGrowth% | |||||||||||||||||||||
| Sales of products | $ | 614,851 | $ | 430,585 | $ | 184,266 | 42.8 | % | $ | 33,115 | $ | 151,151 | 35.1 | % | |||||||||||
| Sales of services | 100,093 | 89,534 | 10,559 | 11.8 | % | 3,495 | 7,064 | 7.9 | % | ||||||||||||||||
| Total | $ | 714,944 | $ | 520,119 | $ | 194,824 | 37.5 | % | $ | 36,610 | $ | 158,215 | 30.4 | % |
The $194.8 million or 37.5% revenue increase is primarily attributable to increased volumes as a result of favorable industry dynamics in both the commercial and R3 sales channels coupled with inorganic growth of $36.6 million as a result of the DBCI and ACT acquisitions. In addition, we began to see a more meaningful impact from our commercial actions in the second half of the year.
The following table and discussion compares Janus North America sales by sales channel (dollar amounts in thousands).
| Year Ended | Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | % of total sales | December 26, 2020 | % of total sales | |||||||||||||||||
| $ | % | |||||||||||||||||||
| New Construction - Self Storage | $ | 246,670 | 34.5 | % | $ | 246,547 | 47.4 | % | $ | 123 | — | % | ||||||||
| R3 - Self Storage | 210,180 | 29.4 | % | 132,284 | 25.4 | % | 77,897 | 58.9 | % | |||||||||||
| Commercial and Other | 258,093 | 36.1 | % | 141,289 | 27.2 | % | 116,805 | 82.7 | % | |||||||||||
| Total | $ | 714,944 | 100.0 | % | $ | 520,119 | 100.0 | % | $ | 194,824 | 37.5 | % |
New Construction sales decreased by $0.1 million or —% for the year ended January 1, 2022 compared to the year ended December 26, 2020 due to continued delays in projects associated with the COVID-19 global pandemic, coupled with the continued trend of new self-storage capacity being brought online through conversions and expansions, which are included in R3 sales. These decreases were partially offset by some commercial actions flowing through in the second half of the year.
R3 sales increased by $77.9 million or 58.9% for the year ended January 1, 2022 compared to the year ended December 26, 2020 due primarily to the continued trend of new self-storage capacity being brought online through conversions and expansions coupled with the positive impacts from commercial actions.
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Commercial and Other sales increased by $116.8 million or 82.7% for the year ended January 1, 2022 compared to the year ended December 26, 2020 due to increases in both Janus Core and ASTA commercial steel roll up door market, from strong momentum with the launch of the ASTA rolling steel product line in the fourth quarter of 2020 and commercial initiatives implemented to offset the inflationary increases of raw materials, labor, and logistics costs.
Cost of Sales and Gross Margin
(dollar amounts in thousands)
Gross Margin decreased by 3.8% to 32.6% for the year ended January 1, 2022 from 36.5% for the year ended December 26, 2020 due primarily to continued increased raw material, labor and logistics costs in advance of commercial and cost containment initiatives taking effect.
| Year Ended | Variance | Variance% | Cost of Sales Variance Breakdown | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | December 26, 2020 | Domestic Acquisitions | Organic Growth | OrganicGrowth% | ||||||||||||||||
| Cost of Sales | $ | 481,714 | $ | 330,184 | $ | 151,530 | 45.9 | % | $ | 24,279 | $ | 127,251 | 38.5% |
The $151.5 million or 45.9% increase in cost of sales for the year ended January 1, 2022 compared to the year ended December 26, 2020 is primarily due to increased revenue coupled with an increase in raw material, labor, and logistics costs. In addition, there was an inorganic increase of $24.3 million as a result of the DBCI and ACT acquisitions.
Operating Expenses - Selling and marketing
Selling and marketing expenses increased $10.7 million or 33.4% from $31.9 million for the year ended December 26, 2020 to $42.6 million for the year ended January 1, 2022 primarily due to increased marketing and trade show and payroll related costs for additional headcount to support revenue growth coupled with lower spend on travel, marketing and trade shows in the prior year due to the pandemic. In addition, there was an increase in selling and marketing expenses of $1.4 million as a result of the DBCI and ACT acquisitions.
Operating Expenses - General and administrative
General and administrative expenses increased $25.5 million or 37.2% from $68.5 million for the year ended December 26, 2020 to $94.0 million for the year ended January 1, 2022 primarily due to an increase in general liability and health insurance, professional fees and payroll related costs for additional headcount to support the incremental revenue coupled with the transition to a public company and $6.9 million as a result of the DBCI and ACT acquisitions. In addition, the Company incurred transaction related costs in conjunction with the June 2021 business combination of approximately $10.4 million which is further discussed in the Non-GAAP Financial Measures section.
Operating Expenses - Contingent consideration and earnout fair value adjustments
Contingent consideration and earnout fair value adjustments increased by $2.9 million or 131.6% from $(2.2) million for the year ended December 26, 2020 to $0.7 million for the year ended January 1, 2022. The increase for the year ended is due to a $0.7 million adjustment 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 and a $(2.2) million contingent consideration fair value adjustment related to the acquisition of NOKE and BETCO for the year ended December 26, 2020.
Income from Operations
Income from operations increased by $4.3 million or 4.7% from $91.7 million for the year ended December 26, 2020 to $95.9 million for the year ended January 1, 2022 due to an increase in revenue offset by an increase in cost of sales, selling and general and administrative expenses.
29
INTERNATIONAL
(dollar amounts in thousands)
Results of Operations - Janus International- For the year ended January 1, 2022 compared to the year ended December 26, 2020
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | December 26, 2020 | |||||||||||||
| $ | % | |||||||||||||
| REVENUE | ||||||||||||||
| Sales of products | $ | 38,490 | $ | 25,509 | $ | 12,981 | 50.9 | % | ||||||
| Sales of services | 30,089 | 19,981 | 10,108 | 50.6 | % | |||||||||
| Total revenue | $ | 68,579 | $ | 45,490 | $ | 23,089 | 50.8 | % | ||||||
| Cost of Sales | 50,486 | 31,647 | 18,838 | 59.5 | % | |||||||||
| GROSS PROFIT | $ | 18,093 | 13,843 | $ | 4,251 | 30.7 | % | |||||||
| OPERATING EXPENSE | ||||||||||||||
| Selling and marketing | 3,706 | 2,600 | 1,106 | 42.5 | % | |||||||||
| General and administrative | 17,957 | 8,432 | 9,525 | 113.0 | % | |||||||||
| Operating Expenses | $ | 21,663 | $ | 11,032 | $ | 10,631 | 96.4 | % | ||||||
| INCOME FROM OPERATIONS | $ | (3,570) | $ | 2,811 | $ | (6,380) | (227.0) | % |
Revenue
(dollar amounts in thousands)
| Year Ended | Variances | Variance% | Revenue Variance Breakdown | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | December 26, 2020 | Organic Growth | Organic Growth | ||||||||||||||||||
| Sales of products | $ | 38,490 | $ | 25,509 | $ | 12,981 | 50.9 | % | $ | 12,981 | 50.9 | % | |||||||||
| Sales of services | 30,089 | 19,981 | 10,108 | 50.6 | % | 10,108 | 50.6 | % | |||||||||||||
| Total | $ | 68,579 | $ | 45,490 | $ | 23,089 | 50.8 | % | $ | 23,089 | 50.8 | % |
The $23.1 million revenue increase includes a 50.8% increase in organic growth driven by increased sales volumes due to improved market conditions in 2021 as compared to the pandemic impacted 2020 results. The inorganic growth as a result of the G&M Stor-More Pty Ltd. is not separately stated above as the amount is not significant.
The following table illustrates the sales by channel for the year ended January 1, 2022 and December 26, 2020 (dollar amounts in thousands).
| Year Ended | % of totalsales | Variance | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | % of totalsales | December 26, 2020 | $ | % | |||||||||||||||
| New Construction - Self Storage | $ | 51,723 | 75.4% | $ | 26,701 | 58.7 | % | $ | 25,022 | 93.7% | |||||||||
| R3 - Self Storage | 16,856 | 24.6 | % | 18,735 | 41.2 | % | (1,879) | (10.0) | % | ||||||||||
| Commercial and Other | — | — | % | 54 | 0.1 | % | (54) | (100.0) | % | ||||||||||
| Total | $ | 68,579 | 100.0 | % | $ | 45,490 | 100.0 | % | $ | 23,089 | 50.8 | % |
New Construction sales increased by $25.0 million or 93.7% to $51.7 million for the year ended January 1, 2022 from $26.7 million for the year ended December 26, 2020 due to increased volumes and improved market conditions as the international market continues to open up after the COVID-19 pandemic.
R3 sales decreased by $1.9 million or 10.0% to $16.9 million for the year ended January 1, 2022 from $18.7 million for the year ended December 26, 2020 due primarily to project mix fluctuations reflective of the pent up demand in new construction activity resulting from COVID-19 lockdowns in the prior year.
30
Cost of Sales and Gross Margin
(dollar amounts in thousands)
Gross Margin decreased by 4.0% to 26.4% for the year ended January 1, 2022 from 30.4% for the year ended December 26, 2020. The decline in the year ended January 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.
| Year Ended | Variance | Variance% | Cost of Sales Variance Breakdown | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | December 26, 2020 | Organic Growth | Organic Growth % | ||||||||||||||||||
| Cost of Sales | $ | 50,486 | $ | 31,647 | $ | 18,839 | 59.5 | % | $ | 18,839 | 59.5 | % |
Cost of sales increased by $18.8 million or 59.5% from $31.6 million for the year ended December 26, 2020 to $50.5 million for the year ended January 1, 2022 generally in line with a 50.8% increase in revenues coupled with an increase in raw material, labor and logistics costs and mezzanine product sales.
Operating Expenses - Selling and marketing
Selling and marketing expense increased by $1.1 million or 42.5% from $2.6 million for the year ended December 26, 2020 to $3.7 million for the year ended January 1, 2022 primarily due to an increase in commission expense as a result of higher sales coupled with an increase in travel and marketing costs in 2021 compared to prior year as these expenses were significantly cut back due to the COVID-19 global pandemic.
Operating Expenses - General and administrative
General and administrative expenses increased $9.5 million or 113.0% from $8.4 million for the year ended December 26, 2020 to $18.0 million for the year ended January 1, 2022 primarily due to the continued investment in personnel and infrastructure to support the strategic growth objectives and public company requirements of the international business operations coupled with lower costs in 2020 associated with the pandemic.
Income from Operations
Income from operations decreased by $6.4 million or 227.0% from an $2.8 million income for the year ended December 26, 2020 to a $3.6 million loss for the year ended January 1, 2022. The decrease was primarily due to an increase in revenue which was offset by increased raw material, labor, logistics, selling and general and administrative expenses.
Non-GAAP Financial Measures
(dollar amounts in thousands)
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’s 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’s 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.
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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 thousands)
| Year Ended | Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | December 26, 2020 | |||||||||||||
| $ | % | |||||||||||||
| Net Income | $ | 43,801 | $ | 56,837 | $ | (13,035) | (22.9) | % | ||||||
| Interest Expense | 32,876 | 36,011 | (3,135) | (8.7) | % | |||||||||
| Income Taxes | 6,481 | 2,114 | 4,367 | 206.6 | % | |||||||||
| Depreciation | 6,450 | 5,985 | 465 | 7.8 | % | |||||||||
| Amortization | 31,588 | 27,046 | 4,542 | 16.8 | % | |||||||||
| EBITDA | $ | 121,197 | $ | 127,992 | $ | (6,796) | (5.3) | % | ||||||
| BETCO transition fee(1) | — | 15 | (15) | (100.0) | % | |||||||||
| Loss (gain) on extinguishment of debt(2) | 2,415 | (258) | 2,672 | (1037.6) | % | |||||||||
| COVID-19 related expenses(3) | 1,274 | 850 | 424 | 49.9 | % | |||||||||
| Transaction related expenses(4) | 10,398 | — | 10,398 | 100.0 | % | |||||||||
| Facility relocation(5) | 1,106 | — | 1,106 | 100.0 | % | |||||||||
| Share-based compensation(6) | 5,210 | — | 5,210 | 100.0 | % | |||||||||
| Change in fair value of contingent consideration and earnout(7) | 687 | (2,175) | 2,862 | (131.6) | % | |||||||||
| Change in fair value of derivative warrant liabilities(8) | 5,918 | — | 5,918 | 100.0 | % | |||||||||
| Adjusted EBITDA | $ | 148,205 | $ | 126,425 | $ | 21,780 | 17.2 | % |
(1)Retainer fee paid to former BETCO owner, during the transition to a new President to run the business and related one-time-consulting fee.
(2)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. In July 2020, Janus repurchased approximately $2.0 million of principal amount of the 1st Lien at an approximate $0.3 million discount, resulting in a gain on the extinguishment of debt. See Liquidity and Capital Resources section.
(3)Expenses which are one-time and non-recurring related to the COVID-19 pandemic. See Impact of COVID-19 section.
(4)Transaction related expenses incurred as a result of the Business Combination on June 7, 2021 which consist of employee bonuses and the transaction cost allocation.
(5)Expenses related to the facility relocation for Steel Storage and Janus Core.
(6)Share-based compensation expense associated with Midco, LLC Class B Common units that fully vested at the date of the Business Combination.
(7)Adjustment 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. Contingent consideration adjustment related to the acquisition of NOKE and BETCO for the period ended December 26, 2020.
(8)Adjustment related to the change in fair value of derivative warrant liabilities for the private placement warrants prior to the redemption of the warrants in Q4 2021.
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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’s 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
Janus International Group, Inc. was formed to consummate the business combination and act as a holding company of the Group, as such owns no material assets and does not conduct any business operations of its own. As a result, Janus International Group, Inc. 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 as an interest rate benchmark, we are currently in the process of identifying and managing the potential impact to Janus. The majority of Janus’s exposure to LIBOR relates to the Amendment No. 4 1st Lien note payable which is discussed further below.
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Debt Profile
(dollar amounts in thousands)
| Principal Amount | Issuance Date | Maturity Date | Interest Rate | Net Carrying Value | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2022 | December 26, 2020 | |||||||||||||||
| Notes Payable - 1st Lien | $ | 470,000 | February 2018/ August 2019 | February 1, 2025 | 4.75%1 | $ | — | $ | 562,363 | |||||||
| Notes Payable - 1st Lien B2 | 75,000 | March 1, 2019 | February 1, 2025 | 5.50%2 | — | 73,875 | ||||||||||
| Notes Payable - Amendment No. 4 1st Lien | 726,413 | February 1, 2021 | February 1, 2025 | 4.25%3 | 722,379 | — | ||||||||||
| Total principal debt | $ | 722,379 | $ | 636,238 | ||||||||||||
| Less unamortized deferred finance fees | 10,594 | 12,110 | ||||||||||||||
| Less: current portion of long-term debt | 8,067 | 6,523 | ||||||||||||||
| Long-term debt, net of current portion | $ | 703,718 | $ | 617,604 |
(1)The interest rate on the 1st Lien term loan as of December 26, 2020, was 4.75%, which is a variable rate based on LIBOR, subject to a 1.00% floor, plus an applicable margin percent of 3.75%
(2)The interest rate on the 1st Lien B2 term loan as of December 26, 2020, was 5.50%, which is a variable rate based on LIBOR, subject to a 1.00% floor, plus an applicable margin percent of 4.50%
(3)The interest rate on the Amendment No. 4 1st Lien term loan as of January 1, 2022, was 4.25%, which is a variable rate based on LIBOR, subject to a 1.00% floor, plus an applicable margin percent of 3.25%
As of January 1, 2022, and December 26, 2020, the Company maintained one letter of credit totaling approximately $0.4 million and $0.3 million, respectively, on which there were no balances due.
In conjunction with the Business Combination with Juniper, Janus pre-paid approximately $61.6 million of existing 1st Lien Term Loan Debt upon the closing of the Transactions and the business becoming a public company. As a result of the prepayment a loss on extinguishment of debt of approximately $1.0 million was recognized. The loss is included in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Income.
On February 12, 2018, Janus was acquired by a private equity group. As a result of the acquisition, Janus originated a 1st Lien notes payable with a syndicate of lenders in the original amount of $470.0 million with interest payable in arrears. The interest rate on the facility was based on a Base Rate, unless a LIBOR Rate option was chosen by Janus. If the LIBOR Rate was elected, the interest computation was equal to the LIBOR Rate, subject to a 1.00% floor, plus the LIBOR Rate Margin. If the Base Rate was elected, the interest computation was equal to the Base Rate plus the Base Rate Margin. The outstanding loan balance was to be repaid on a quarterly basis of 0.25% of the original balance beginning the last day of June 2018 with the remaining principal due on the maturity date of February 12, 2025. The 1st Lien loan bore interest, as chosen by Janus, at a floating rate per annum consisting of the LIBOR, subject to a 1.00% floor, plus an applicable margin percent (total rate of 4.75% as of December 26, 2020).
On August 9, 2019, the 1st Lien notes payable was amended to increase the notes payable by $106.0 million. Interest on the 1st lien was payable in arrears, and the interest rate on the facility was based on a Base Rate, unless a LIBOR Rate option was chosen by Janus. If the LIBOR Rate was elected, the interest computation was equal to the LIBOR Rate, subject to a 1.00% floor, plus the LIBOR Rate Margin. If the Base Rate was elected, the interest computation was equal to the Base Rate plus the Base Rate Margin. Previous to the amendment of the 1st Lien, the 1st Lien notes payable outstanding loan balance was to be repaid on a quarterly basis of 0.25% of the original balance beginning the last day of June 2018 with the remaining principal due on the maturity date of February 12, 2025. The 1st Lien loan bore interest, as chosen by Janus, at a floating rate per annum consisting of the London InterBank Offered Rate plus an applicable margin percent (total rate was 4.75% as of December 26, 2020).
On July 21, 2020, Janus repurchased approximately $2.0 million of principal amount of the 1st Lien at an approximate $0.3 million discount, resulting in a gain on the extinguishment of debt of approximately $0.3 million.
On March 1, 2019, the 1st Lien B2 notes payable was originated in the amount of $75.0 million comprised of a syndicate of lenders, with interest payable in arrears. The interest rate on the facility was based on a Base Rate, unless a LIBOR Rate option is chosen by Janus. If the LIBOR Rate was elected, the interest computation was equal to the LIBOR Rate, subject to a 1.00% floor, plus the LIBOR Rate Margin. If the Base Rate was elected, the interest computation was equal to the Base Rate plus the Base Rate Margin. The outstanding loan balance was to be repaid on a quarterly basis of 0.25% of the original balance beginning the last day of June 2019 with the remaining principal due on
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the maturity date of February 12, 2025. The 1st Lien B2 loan bore interest, as chosen by Janus, at a floating rate per annum consisting of the LIBOR plus an applicable margin percent (total rate of 5.50% as of December 26, 2020).
On February 5, 2021, the Company completed a repricing of its First Lien and First Lien B2 Term Loans. The Amended debt is comprised of a syndicate of lenders originating on February 5, 2021 in the amount of $634.6 million with interest payable in arrears. The interest rate on the facility is based on a base rate, unless a LIBOR Rate option is chosen by the Company. If the LIBOR Rate is elected, the interest computation is equal to the LIBOR Rate plus the LIBOR Rate Margin. If the base rate is elected, the interest computation is equal to the base rate plus the base rate margin. The outstanding loan balance is to be repaid on a quarterly basis of 0.25% of the original balance beginning the last day of March 2021 with the remaining principal due on the maturity date of February 12, 2025. As chosen by the Company, the Amended loan bears interest at a floating rate per annum consisting of LIBOR plus an applicable margin percent (total rate of 4.25% as of January 1, 2022). The debt is secured by substantially all business assets.
On August 18, 2021, the Company completed a refinancing of its First Lien Amendment No. 3, in which the principal terms of the amendment were 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 (total rate of 4.25% as of January 1, 2022). The debt is secured by substantially all business assets. Unamortized debt issuance costs are approximately $10.6 million at January 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 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 is for $50.0 million with interest payments due in arrears that matures on February 12, 2023. 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.
On August 18, 2021, the Company increased the available line of credit 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 18, 2023 to August 12, 2024. There was $6.4 million and no outstanding balance on the line of credit as of January 1, 2022 and December 26, 2020, respectively. As of January 1, 2022 and December 26, 2020 the interest rate in effect for the facility was 3.5%% and 3.5%, respectively. The line of credit is secured by accounts receivable and inventories.
The revolving line of credit facility and Amendment No. 4 1st 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.
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 January 1, 2022, we were compliant with our covenants under the agreements governing our outstanding indebtedness.
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Statement of cash flows
(dollar amounts in thousands)
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 Consolidated Statements of Cash Flows in the Consolidated Financial Statements.
Year ended January 1, 2022 compared to the year ended December 26, 2020:
| January 1, 2022 | December 26, 2020 | Variance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ | % | |||||||||||||
| Net cash provided by operating activities | $ | 74,829 | $ | 100,847 | $ | (26,018) | (25.8) | % | ||||||
| Net cash used in investing activities | (189,889) | (10,767) | (179,122) | 1663.6 | % | |||||||||
| Net cash provided by (used in) financing activities | 82,800 | (64,131) | 146,931 | (229.1) | % | |||||||||
| Effect of foreign currency rate changes on cash | 197 | (600) | 797 | (132.8) | % | |||||||||
| Net (decrease) increase in cash and cash equivalents | $ | (32,063) | $ | 25,349 | $ | (57,412) | (226.5) | % |
Net cash provided by operating activities
Net cash provided by operating activities decreased by $26.0 million to $74.8 million for the year ended January 1, 2022 compared to $100.8 million for the year ended December 26, 2020. This was primarily due to an increase of $14.1 million to net income adjusted for non-cash items and an investment in net working capital of $35.1 million to continue to support revenue growth, which was driven by a $3.4 million increase in prepaid and other current assets, $25.1 million increase in inventory to ensure supply to our plants in the current raw material constrained environment coupled with raw material inflation, $31.7 million increase in accounts receivable and deferred revenue as a result of increased sales volume and commercial initiatives, $16.2 million increase in accounts payable, and a $8.9 million increase in other accrued expenses. Additionally, there was a $5.1 million improvement in other assets and long-term liabilities.
Net cash used in investing activities
Net cash used in investing activities increased by $179.1 million for the year ended January 1, 2022 as compared to the year ended December 26, 2020. This increase was driven primarily by the acquisitions of G&M Stor-More Pty Ltd., DBCI and ACT with the net payments of $1.6 million, $169.0 million and $9.2 million, respectively, offset by $4.5 million paid in the prior year for the Steel Storage and PTI Australasia Pty Ltd acquisitions. In addition, there was an increase in capital expenditures of $13.5 million which was offset by $9.6 million of proceeds from the sale leaseback for the year ended January 1, 2022 as compared with the year ended December 26, 2020.
Net cash provided by (used in) financing activities
Net cash provided by financing activities increased by $146.9 million for the year ended January 1, 2022 as compared to the year ended December 26, 2020. This increase was driven by $155.0 million in proceeds from issuance of long-term debt as a result of the DBCI acquisition, $6.4 million of net borrowings on the line of credit, a decrease of $6.9 million of payments of contingent consideration and a decrease of $44.8M in distribution payments as compared to the prior year, which was partially offset by an increase of $60.6 million in principal payments of long-term debt and a $4.3 million increase in deferred financing fees. The increase in the principal payments of long-term debt was primarily attributed to the prepayment of approximately $61.6 million of existing Term Loan Debt upon the closing of the Business Combination and additional Term Loan Debt annual payments of $7.2 million. 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 PIPE. In addition, the Company paid $541.7 million to Midco, LLC unitholders and $44.5 million in transaction costs.
Capital allocation strategy
We continually assess our capital allocation strategy, including decisions relating to M&A, capital expenditures, and debt pay-downs. The timing, declaration and payment of future dividends, falls within the discretion of the Janus’s Board of Directors and will depend upon many factors, including, but not limited to, 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.
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Contractual Obligations
(dollar amounts in thousands)
Summarized below are our approximate contractual obligations as of January 1, 2022 and their expected impact on our liquidity and cash flows in future periods:
| Total | Less than 1 year | 1-3 years | 3-5 years | Thereafter | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Long Term Debt Obligations | $ | 722,379 | $ | 8,067 | $ | 14,118 | $ | 700,194 | $ | — | ||||||||
| Operating Leases | 61,305 | 7,697 | 13,027 | 10,680 | 29,901 | |||||||||||||
| Long Term Supply Contracts (1) | 9,105 | 9,105 | — | — | — | |||||||||||||
| Other Long Term Liabilities (2) | 2,532 | 78 | 969 | 107 | 1,378 | |||||||||||||
| Total | $ | 795,321 | $ | 24,947 | $ | 28,114 | $ | 710,981 | $ | 31,279 |
(1)Long Term Supply Contracts relate to the multiple fixed price agreements.
(2)Other Long-Term Liabilities primarily consists of FICA deferral under the CARES Act due in less than 1 year and additional deferred leasing obligations.
Long-Term Debt Obligations is comprised of an Amendment No 4 First Lien Term Loan (see Note 9 to our Consolidated Financial Statements 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.
Operating Leases represent real and personal property leases with various lease expiration dates (see Notes 16 and 17 to our Consolidated Financial Statements 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 also had another commitment for which it is contingently liable as of January 1, 2022 consisting of an outstanding letter of credit of $0.4 million.
Off-Balance Sheet Arrangements
As of January 1, 2022, we did not have any off-balance sheet arrangements that are material or reasonably likely to be material to our financial condition or results of operations.
Related Party Transactions
See Note 14 to our Consolidated Financial Statements for a discussion of related party transactions.
Subsequent Events
See Note 22 to our Consolidated Financial Statements for a discussion of subsequent events.
Critical Accounting Policies and Estimates
For the critical Accounting Policies and Estimates used in preparing Janus’s 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 consolidated financial statements have been prepared in accordance with GAAP. To prepare these financial statements, Janus makes estimates, assumptions, and judgments that affect what Janus reports as its assets and liabilities, what Janus discloses as contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the periods presented.
In accordance with Janus’s policies, Janus regularly evaluates its estimates, assumptions, and judgments, including, but not limited to, those concerning revenue recognition, inventory, accounts receivable, depreciation and amortization, contingencies, goodwill and other long lived asset impairment, unit-based compensation, derivative warrant liability, contingent consideration, and income taxes, and bases its
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estimates, assumptions, and judgments on its historical experience and on factors Janus believes reasonable under the circumstances. The results involve judgments about the carrying values of assets and liabilities not readily apparent from other sources. If Janus’s assumptions or conditions change, the actual results Janus reports may differ from these estimates. Janus believes the following critical accounting policies affect the more significant estimates, assumptions, and judgments Janus uses to prepare these consolidated financial statements.
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.
Revenue Recognition
Under ASC 606, a performance obligation is a promise in a contract with a customer to transfer a distinct good or service to the customer. Our performance obligations include material, installation, and software support fees for the Nokē Smart Entry solution. Material revenue is recognized at a point in time when the product is transferred to the customer which is at the time of a customer pickup or when the delivery of the material to the customer takes place. Installation services are a separate single performance obligation and revenue is recognized over time based upon appropriate input measures. Revenue for software support fees is recognized over time for the period the software support revenue covers. For contracts with multiple performance obligations, the standalone selling price is readily observable. Our revenues are generated from contracts with customers and the nature, timing, and any uncertainty in the recognition of revenues is not affected by the type of good, service, customer or geographical region to which the performance obligation relates. Payment terms are short-term, are customary for our industry and in some cases, early payment incentives are offered.
Contract assets are disclosed as costs and estimated earnings in excess of billings on uncompleted contracts, and contract liabilities are disclosed as billings in excess of costs and estimated earnings on uncompleted contracts in the consolidated balance sheet.
Contracts that include installation are billed via payment requests (normally The American Institute of Architects (AIA) standard construction documents) instead of Company-generated invoices. The pay requests will often be submitted during the month following the period in which the revenues have been recognized, resulting in unbilled accounts receivable (costs and estimated earnings in excess of billings on uncompleted contracts) at the end of any given period. Accounts receivable also include any retention receivable under contracts.
Janus elected to apply an accounting policy election which permits an entity to account for shipping and handling activities as fulfillment activities rather than a promised good or service when the activities are performed, even if those activities are performed after the control of the good has been transferred to the customer. Therefore, Janus expenses shipping and handling costs at the time revenue is recognized. Janus classifies shipping and handling expenses in Cost of Sales in the Consolidated Statements of Operations and Comprehensive Income.
Janus elected a practical expedient which allows an entity to recognize the promised amount of consideration without adjusting for the time value of money if the contract has a duration of one year or less, or if the reason the contract extended beyond one year is because the timing of delivery of the product is at the customer’s discretion. Janus’s contracts typically are less than one year in length and do not have significant financing components.
Janus has not experienced significant returns, price concessions or discounts to give rise to any portfolio having variable consideration. Based on this, Janus has concluded the returns, discounts and concessions are not substantive and do not materially impact the application of ASC 606.
Allowance for doubtful accounts
Based upon review of the outstanding receivables, historical collection information and existing economic conditions, Janus has established an allowance for doubtful accounts and other returns not yet processed. Janus has incorporated a general and specific reserve component which are reviewed and updated monthly. Janus does not typically charge interest on past due accounts.
Inventories
Inventory is costed based on management estimates associated with material costs and allocations of certain labor and overhead cost pools for which a portion is ultimately captured within inventory costs. Inventories are measured using the first-in, first-out (FIFO) method. Labor and overhead costs associated with inventory produced by Janus are capitalized. Inventories are stated at the lower of cost or net realizable value.
Janus maintains a reserve with general and specific components for inventory obsolescence. The general component of the reserve is updated monthly whereas the specific component is adjusted on a periodic basis to ensure that all slow moving and obsolete inventory items are appropriately accrued for. At the end of each quarter, management within each business entity, performs a detailed review of its inventory on an item by item basis and identifies which products are believed to be obsolete, excess or slow moving. Management assesses the need for
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and the amount of any obsolescence write-down based on customer demand for the item, the quantity of the item on hand and the length of time the item has been in inventory.
Property and Equipment
Property and equipment acquired in business combinations are recorded at fair value, when material, as of the acquisition date and are subsequently stated less accumulated depreciation. Property and equipment otherwise acquired are stated at cost less accumulated depreciation. Depreciation is charged to expense on the straight-line basis over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the lease term or their respective useful lives. Maintenance and repairs are charged to expense as incurred.
The estimated useful lives for each major depreciable classification of property and equipment are as follows:
| Manufacturing machinery and equipment | 3-7 years |
|---|---|
| Office furniture and equipment | 3-7 years |
| Vehicles | 3-5 years |
| Leasehold improvements | Over the shorter of the lease term or respective useful life |
Goodwill
Janus reviews goodwill for impairment on an annual basis or more frequently whenever events or changes in circumstances indicate that its more likely than not that the goodwill may be impaired. If such circumstances or conditions exist, management applies the two step process under ASC 350-20; first, the Company compares the fair value of the reporting unit with its carrying amount, and second, if the fair value of the reporting is less than its carrying amount, the Company compares the implied fair value of the reporting unit’s goodwill with its carrying amount and records an impairment charge to the extent the carrying amount of the goodwill exceeds its implied fair value. We evaluate goodwill at the reporting unit level (operating segment or one level below an operating segment).
Janus measures the fair value of the reporting units to which goodwill is allocated using an income based approach, a generally accepted valuation methodology, using relevant data available through and as of the impairment testing date. Under the income approach, fair value is determined using a discounted cash flow method, projecting future cash flows of each reporting unit, as well as a terminal value, and discounting such cash flows at a rate of return that reflects the relative risk of the cash flows. The key estimates and factors used in this approach include, but are not limited to, revenue growth rates and profit margins based on internal forecasts, a weighted average cost of capital used to discount future cash flows, and a review with comparable market multiples for the industry segment as well as our historical operating trends, all of which are subject to uncertainty. Future adverse developments relating to such matters as the growth in the market for our reporting units, competition, general economic conditions, and the market appeal of products or anticipated profit margins could reduce the fair value of the reporting units and could result in an impairment of goodwill in the reporting unit.
Intangible Assets
Fair values assigned to the definite life intangible assets, consisting of customer relationships, noncompete agreements, backlog and other intangibles (i.e., software) are amortized on the straight-line basis over estimated useful lives less than 15 years. Such assets are periodically evaluated as to the recoverability of their carrying values. In determining the impairment of intangible assets, management considers an analysis under ASC 360-10-35-21. If an intangible asset is tested for recoverability and the undiscounted estimated future cash flows to which the asset relates is less than the carrying amount of the asset, the asset costs is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of the intangible asset exceeds its fair value.
Trade names and trademarks have been identified as indefinite-lived intangible assets and are not amortized, but instead are tested for impairment annually or when indicators of impairment exist.
The estimated useful lives for each major classification of intangible asset are as follows:
| Trademark and Trade Name | Indefinite |
|---|---|
| Customer Relationships | 10-15 years |
| Non-Competition Agreement | 3-8 years |
| Software | 10 years |
| Backlog | Less than 1 year |
Significant judgment is also required in assigning the respective useful lives of intangible assets. Our assessment of intangible assets that have a finite life is based on a number of factors including the competitive environment, market share, brand history, underlying product life cycles, churn rate, operating plans, cash flows (i.e., economic life based on the discounted and undiscounted cash flows), future usage of
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intangible assets, and the macroeconomic environment. The costs of finite-lived intangible assets are amortized to expense over the estimated useful life.
The approaches used for determining the fair value of the trade names, customer relationships, non-compete agreements, and other intangibles acquired depends on the circumstances and can include the following:
•The income approach (within the income approach, various methods are available such as multi-period excess earnings, with and without, incremental and relief from royalty methods).
•In each method, a tax amortization benefit is included, which represents the tax benefit resulting from the amortization of that intangible asset depending on the tax jurisdiction where the intangible asset is held.
•The cost approach – this approach estimates the cost to recreate the intangible assets and is used when cash flows about the intangible asset are not easily available.
Long-Lived Asset Impairment
Janus evaluates the recoverability of the carrying value of long-lived assets whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimated future cash flows to which the asset relates is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value. No such charges were recognized during the periods presented.
Using a discounted cash flow method involves significant judgment and requires Janus to make significant estimates and assumptions, including long-term projections of cash flows, market conditions and appropriate discount rates. Judgments are based on historical experience, current market trends, consultations with external valuation specialists and other information. If facts and circumstances change, the use of different estimates and assumptions could result in a materially different outcome. Janus generally develops these forecasts based on recent sales data for existing products, acquisitions, and estimated future growth of the market in which Janus operates.
Income Taxes
Prior to June 7, 2021, the Company was a limited liability company taxed as a partnership for U.S. federal income tax purposes. The Company was generally not directly subject to income taxes under the provisions of the Internal Revenue Code and most applicable state laws. Therefore, taxable income or loss was reported to the members for inclusion in their respective tax returns.
After June 7, 2021, the Group is taxed as a Corporation for U.S. income tax purposes and similar sections of the state income tax laws. The Group’s effective tax rate is based on pre-tax earnings, enacted U.S. statutory tax rates, non-deductible expenses, and certain tax rate differences between U.S. and foreign jurisdictions. The foreign subsidiaries file income tax returns in the United Kingdom, France, Australia, and Singapore as necessary. For tax reporting purposes, the taxable income or loss with respect to the 45% ownership in the joint venture operating in Mexico will be reflected in the income tax returns filed under that country’s jurisdiction. The Group’s provision for income taxes consists of provisions for federal, state, and foreign income taxes.
The provision for income taxes for the years ended January 1, 2022 and December 26, 2020 includes amounts related to entities within the group taxed as corporations in the United States, United Kingdom, France, Australia, and Singapore. The Company determines its provision for income taxes for interim periods using an estimate of its annual effective tax rate on year to date ordinary income and records any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs. Additionally, the income tax effects of significant unusual or infrequently occurring items are recognized entirely within the interim period in which the event occurs.
Management of Janus is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes federal and certain states. Based on Janus’ evaluation, Janus has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. Tax penalties and interest, if any, would be accrued as incurred and would be classified as tax expense on the consolidated statements of operations.
Janus recognizes accrued interest associated with uncertain tax positions as part of interest expense and penalties associated with uncertain tax positions as part of other expenses.
Business combinations
Under the acquisition method of accounting, Janus recognizes tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. Janus records the excess of the fair value of the consideration transferred, plus fair value of noncontrolling interest, plus fair value of preexisting interest in the acquiree over the value of the net assets acquired as goodwill. The accounting for business combinations requires us to make significant estimates and assumptions, especially with respect to intangible assets and the fair value of contingent payment obligations. Janus uses a variety of information sources to determine the value of acquired assets and liabilities including: third-party appraisers for the values and lives of property, identifiable intangibles and inventories; and legal counsel or other advisors to assess the obligations associated with legal, environmental or other claims. Critical estimates in valuing customer relationships, noncompete agreements, trademarks and tradenames, and other intangible assets (e.g., backlog, software, and technology)
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acquired, include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could experience impairment charges which could be material.
We record contingent consideration resulting from a business combination at its fair value on the acquisition date. We generally determine the fair value of the contingent consideration using the Monte Carlo simulation, and Probability-Weighted Payment method. Each reporting period thereafter, we revalue these obligations and record increases or decreases in their fair value as an adjustment to operating expenses within the Consolidated Statements of Operations and Comprehensive Income. Changes in the fair value of the contingent consideration can result from changes in assumed discount periods and rates, and from changes pertaining to the achievement of the defined milestones. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the amount of contingent consideration expense we record in any given period.
Equity Incentive Plan and Unit Option Plan
2021 Equity Incentive Plan
Effective June 7, 2021, Group implemented an equity incentive program designed to enhance the profitability and value of its investment for the benefit of its shareholders by enabling Group to offer eligible directors, officers and employees equity-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interest between such individuals and the Group’s shareholders.
The Company measures compensation expense for restricted stock units (“RSUs”) issued under the 2021 Omnibus Incentive Plan (the “Plan”) in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Stock-based compensation is measured at fair value on the grant date and recognized as compensation expense over the requisite service period. The Company records compensation cost for these awards using the straight-line method. Forfeitures are recognized as they occur.
2018 Equity Incentive Plan
After being acquired by CCG on February 12, 2018, Intermediate implemented a new equity incentive program (the “2018 Plan”) on March 15, 2018 designed to enhance the profitability and value of its investment for the benefit of its members by enabling Janus to offer eligible individuals equity-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interest between such individuals and the Parent’s members. Under the 2018 Plan, incentive units are issued in the form of Class B Common Unit awards that are subject to either service condition (the “Time Vesting Units”) or market and implied performance vesting conditions (the “Performance Vesting Units”). Implied performance condition, which is a liquidity event such as an IPO or change in control, exists as the achievement of the market condition is only likely upon the occurrence of such liquidity events. Janus measures and recognizes compensation expense for all incentive units granted based on the estimated fair values on the date of grant. The compensation expense is recognized on a straight-line basis over the requisite service period for Time Vesting Units while compensation expense for Performance Vesting Units are not recognized until the implied performance condition is achieved. If the market condition is not yet achieved at the time that performance condition is achieved, the proportionate amount of compensation expense recognized on a straight-line basis over the derived service period will be recognized and the remaining compensation cost will be recognized on a straight-line basis over the remaining derived service period regardless of whether the market condition is ultimately achieved. Forfeitures are recognized as they occur.
For Time Vesting Units granted in fiscal 2018, Janus used a market approach, specifically the subject company transaction method (the “Backsolve” method), weighted on the probability of Janus’s Performance Vesting Units achieving the vesting conditions to estimate the fair value of Janus’s equity. Monte Carlo simulations were used to determine the probability. The Backsolve method was used since it is based on the terms of the then-recent acquisition of Janus by CCG in February 2018, representing the most reliable indication of value. The Black-Scholes option pricing model (“BSOPM”) was used to allocate the equity value to different classes of equity, with inputs for unit value of Janus, term to exit, risk-free rate, expected volatility, and exercise price. For Performance Vesting Units granted in fiscal 2018, Janus used a combination of probability analysis and Monte Carlo Simulation to estimate the fair value with inputs for Janus’s equity value, risk-free rate, expected volatility, expected tax and non-tax distributions, probability of merger and acquisition, expected term of the awards, and expected timing of achieving the vesting conditions. Discount for lack of marketability was applied in the valuation of all grants.
For Time Vesting Units granted in fiscal 2019 and fiscal 2020, Janus used a combination of the income and market approach, guideline public company method and comparable transaction method equally to estimate the fair value of Janus’s equity. Key inputs and assumptions to the valuation include income tax rate estimate, revenue, capital expenditure, change in net working capital, operating expense, and depreciation forecasts. BSOPM was used to allocate the equity value to different classes of equity, with inputs for unit value of Janus, term to exit, risk-free rate, expected volatility, and exercise price. For Performance Vesting Units granted in fiscal 2019 and fiscal 2020, Janus used a combination of probability analysis and Monte Carlo Simulation to estimate the fair value with inputs for Janus’s equity value, risk-free rate, expected volatility, expected tax and non-tax distribution, probability of merger and acquisition, expected term of the award, and expected timing of achieving the vesting condition. Discount for lack of marketability was applied in the valuation of all grants.
The assumptions underlying these valuations represent management’s best estimates, which involve inherent uncertainties and the application of management judgment. As a result, if factors or expected outcomes change and we use significantly different assumptions or
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estimates, our share-based compensation expense could be materially different. See Note 12, “Equity Incentive Plan and Unit Option Plan,” of the accompanying consolidated financial statements for more information. Effective June 7, 2021 this plan was terminated as a result of the Business Combination transaction closing.
Recently Issued Accounting Standards
See Note 2 to our Consolidated Financial Statements for a discussion of recently issued and adopted accounting pronouncements.