Exhibit 99.1

Janus Midco, LLC

 

Consolidated Financial Statements

For the Period Ended March 27, 2021 and the Period Ended March 28, 2020


Janus Midco, LLC

Consolidated Balance Sheets

 

 

     March 27,     December 26,  
     2021     2020  
     (Unaudited)        

ASSETS

    

Current Assets

    

Cash

   $ 64,504,035   $ 45,254,655

Accounts receivable, less allowance for doubtful accounts; $3,887,000 and $4,485,000, at March 27, 2021 and December 26, 2020, respectively

     74,298,101     75,135,295

Costs and estimated earnings in excess of billing on uncompleted contracts

     12,319,195     11,398,934

Inventory, net

     30,223,806     25,281,521

Prepaid expenses

     5,632,366     5,949,711

Other current assets

     11,108,943     5,192,386
  

 

 

   

 

 

 

Total current assets

   $ 198,086,446   $ 168,212,502

Property and equipment, net

     31,737,021     30,970,507

Customer relationships, net

     303,917,260     309,472,398

Tradename and trademarks

     85,792,538     85,597,528

Other intangibles, net

     17,010,190     17,387,745

Goodwill

     260,363,156     259,422,822

Other assets

     1,839,573     2,415,243
  

 

 

   

 

 

 

Total assets

   $ 898,746,184   $ 873,478,745
  

 

 

   

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

    

Current Liabilities

    

Accounts payable

   $ 35,530,541   $ 29,889,057

Billing in excess of costs and estimated earnings on uncompleted contracts

     19,871,491     21,525,319

Current maturities of long-term debt

     6,346,071     6,523,417

Other accrued expenses

     46,328,873     37,164,627
  

 

 

   

 

 

 

Total current liabilities

   $ 108,076,976   $ 95,102,420

Long-term debt, net

     617,507,580     617,604,254

Deferred tax liability

     14,523,870     15,268,131

Other long-term liabilities

     2,779,351     4,631,115
  

 

 

   

 

 

 

Total liabilities

   $ 742,887,777   $ 732,605,920
  

 

 

   

 

 

 

MEMBERS’ EQUITY

    

Common units, 21,005 units authorized, 19,745 and 19,745 issued, 4,926 and 4,478 outstanding at March 27, 2021 and December 26, 2020, respectively

     313,301     261,425

Preferred units, 189,044 issued and outstanding at March 27, 2021 and December 26, 2020, respectively

     189,043,734     189,043,734

Accumulated other comprehensive income (loss)

     83,608     (227,160

Accumulated deficit

     (33,582,236     (48,205,174
  

 

 

   

 

 

 

Total members’ equity

   $ 155,858,407   $ 140,872,825
  

 

 

   

 

 

 

Total liabilities and members’ equity

   $ 898,746,184   $ 873,478,745
  

 

 

   

 

 

 

See accompanying Notes to the Consolidated Financial Statements

 

2


Janus Midco, LLC

Consolidated Statements of Operations and Comprehensive Income (Loss)

 

 

     Three Months Ended  
     March 27, 2021     March 28, 2020  
     (Unaudited)     (Unaudited)  

REVENUE

    

Sales of product

   $ 121,696,226     $ 108,110,910

Sales of services

     31,128,042       29,702,885
  

 

 

   

 

 

 

Total revenue

     152,824,268       137,813,795

Cost of Sales

     99,530,970       89,684,858
  

 

 

   

 

 

 

GROSS PROFIT

     53,293,298       48,128,937

OPERATING EXPENSE

    

Selling and marketing

     9,458,127       10,260,283

General and administrative

     19,586,307       17,680,578
  

 

 

   

 

 

 

Operating Expenses

     29,044,434       27,940,861
  

 

 

   

 

 

 

INCOME FROM OPERATIONS

     24,248,864       20,188,076  

Interest expense

     (8,126,070     (9,941,148

Other income (expense)

     (1,558,867     75,327
  

 

 

   

 

 

 

Other Expense, Net

     (9,684,937     (9,865,821
  

 

 

   

 

 

 

INCOME BEFORE TAXES

     14,563,927       10,322,255

(Benefit) Provision for Income Taxes

     (154,894     370,225
  

 

 

   

 

 

 

NET INCOME

   $ 14,718,821     $ 9,952,030
  

 

 

   

 

 

 

Other Comprehensive Income (Loss)

     310,768       (3,531,485
  

 

 

   

 

 

 

COMPREHENSIVE INCOME

   $ 15,029,589     $ 6,420,545
  

 

 

   

 

 

 

Net income attributable to preferred unit holders

     14,718,821       9,952,030
  

 

 

   

 

 

 

Net income (loss) attributable to common unit holders

   $ —       $ —  
  

 

 

   

 

 

 

Weighted-average Class B common units outstanding, basic and diluted (Note 14)

    

Basic

     4,907       2,964

Diluted

     9,410       8,701

Net income (loss) per Class B common unit, basic and diluted (Note 14)

    

Basic

   $ —       $ —  

Diluted

   $ —       $ —  

See accompanying Notes to the Consolidated Financial Statements.

 

3


Janus Midco, LLC

Consolidated Statement of Changes in Members’ Equity (Unaudited)

 

 

     Class B
Common Units
     Class A
Preferred Units
     Accumulated
Other
Comprehensive
Income (Loss)
    Accumulated
Equity (Deficit)
    Total  
     Unit      Amount      Unit      Amount                     

Balance as of December 28, 2019

     2,599    $ 91,278      189,044    $ 189,043,734    $ (2,152,685   $ (56,088,082   $ 130,894,245
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Number of Class B units vested

     373        —          —          —          —         —         —    

Distributions to Class A preferred units

     —          —          —          —          —         (54,484     (54,484

Share-based compensation

     —          27,693      —          —          —         —         27,693

Cumulative translation adjustment

     —          —          —          —          (3,531,485     —         (3,531,485

Net income

     —          —          —          —          —         9,952,030     9,952,030
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance as of March 28, 2020

     2,972      $ 118,971      189,044    $ 189,043,734    $ (5,684,170   $ (46,190,536   $ 137,287,999
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 
     Class B
Common Units
     Class A
Preferred Units
     Accumulated
Other
Comprehensive
Income (Loss)
    Accumulated
Equity (deficit)
    Total  
     Unit      Amount      Unit      Amount                     

Balance as of December 26, 2020

     4,478    $ 261,425      189,044    $ 189,043,734      (227,160     (48,205,174     140,872,825
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Number of Class B units vested

     448      —          —          —          —         —         —    

Distributions to Class A preferred units

     —          —          —          —          —         (95,883     (95,883

Share-based compensation

     —          51,876      —          —          —         —         51,876

Cumulative translation adjustment

     —          —          —          —          310,768     —         310,768

Net income

     —          —          —          —          —         14,718,821     14,718,821
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance as of March 27, 2021

     4,926    $ 313,301      189,044    $ 189,043,734    $ 83,608   $ (33,582,236   $ 155,858,407
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

See accompanying Notes to the Consolidated Financial Statements

 

4


Janus Midco, LLC

Consolidated Statements of Cash Flows

 

 

     Three Months Ended  
     March 27, 2021     March 28, 2020  
     (Unaudited)     (Unaudited)  

Cash Flows Provided By Operating Activities

    

Net income

   $ 14,718,821   $ 9,952,030

Adjustments to reconcile net income to net cash provided by operating activities

    

Depreciation

     1,472,999     1,429,921

Intangible amortization

     6,832,144     6,709,550

Deferred finance fee amortization

     753,509     805,517

Share based compensation

     51,876     27,693

Loss on extinguishment of debt

     1,421,292     —    

Loss on sale of assets

     60,794     18,489

Undistributed earnings (losses) of affiliate

     (39,631     16,804

Deferred income taxes

     (767,658     —    

Changes in operating assets and liabilities

    

Accounts receivable

     837,194     (8,881,522

Costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings on uncompleted contracts

     (920,261     8,096,424

Prepaid expenses and other current assets

     20,047     (1,519,902

Inventory

     (4,942,285     (1,845,722

Accounts payable

     5,641,484     5,922,331

Other accrued expenses

     1,868,381     (263,543

Other assets and long-term liabilities

     (1,448,691     (149,237
  

 

 

   

 

 

 

Net Cash Provided By Operating Activities

     25,560,015     20,318,833
  

 

 

   

 

 

 

Cash Flows Used In Investing Activities

    

Proceeds from sale of equipment

     55,409     5,458

Purchases of property and equipment

     (2,363,240     (1,832,127

Cash paid for acquisition, net of cash acquired

     (1,564,957     (4,592,779
  

 

 

   

 

 

 

Net Cash Used In Investing Activities

     (3,872,788     (6,419,448
  

 

 

   

 

 

 

Cash Flows Used In Financing Activities

    

Distributions to members

     (95,883     (54,484

Principal payments on long-term debt

     (1,630,854     (1,630,854

Deferred financing fees

     (765,090     —    
  

 

 

   

 

 

 

Cash Used In Financing Activities

   $ (2,491,827   $ (1,685,338
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     53,980     (880,394
  

 

 

   

 

 

 

Net Increase in Cash and Cash Equivalents

   $ 19,249,380   $ 11,333,653
  

 

 

   

 

 

 

Cash and Cash Equivalents, Beginning of Fiscal Year

   $ 45,254,655   $ 19,905,598
  

 

 

   

 

 

 

Cash and Cash Equivalents as of March 27, 2021 and March 28, 2020

   $ 64,504,035   $ 31,239,251
  

 

 

   

 

 

 

Supplemental Cash Flows Information

    

Interest paid

   $ 11,292,355   $ 9,072,238

Income taxes paid

   $ 321,015   $ 468,480

Deferred transaction costs related to Juniper merger

   $ 8,032,112     —    

See accompanying Notes to the Consolidated Financial Statements

 

5


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

1. Nature of Operations

Janus Midco LLC (“Midco” or “Janus”) is a holding company. Janus International Group, LLC (the “Company”) is a wholly-owned subsidiary of Janus Intermediate, LLC (“Intermediate”). Intermediate is a wholly-owned subsidiary of Midco. These entities are all incorporated in the state of Delaware. The Company is a global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions including: roll up and swing doors, hallway systems, relocatable storage units, and facility and door automation technologies with manufacturing operations in Georgia, Texas, Arizona, Indiana, North Carolina, United Kingdom, Australia, and Singapore.

In 2018, the Company was a wholly-owned subsidiary of Midco, which was a wholly-owned subsidiary of Janus Group Holdings, LLC (“Former Parent”). On February 12, 2018, Midco was acquired by a private equity group, and Midco became the subsidiary of Jupiter Intermediate Holdco, LLC (the “Holdco”) which holds majority equity interest in Midco. As part of the acquisition, Janus Intermediate, LLC, a new entity, became the 100% equity owner of the Company and a wholly-owned subsidiary of Midco. Holdco is a wholly owned subsidiary of Jupiter Topco, L.P. which is wholly-owned by the private equity group. The Company also holds 100% equity in various subsidiaries. As a result of the change of control of the Company, Midco has applied the acquisition method of accounting with respect to the assets and liabilities of the Company, which have been remeasured at their estimated fair value as of the date of the transaction.

The Company’s wholly owned subsidiary, Janus International Europe Holdings Ltd. (UK) (“JIE”), owns 100% of the equity of Janus International Europe Ltd. (UK), a company incorporated in England and Wales, and its subsidiary Steel Storage France (s.a.r.l), a company incorporated in France. JIE owns 100% of the equity for Active Supply & Design (CDM) Ltd. (UK) (“AS&D”), a company incorporated in England and Wales and 100% of the equity for Steel Storage Australia & Asia (“Steel Storage”), companies incorporated in Australia and Singapore.

The Company’s wholly owned subsidiary, Janus Cobb Holdings, LLC (“Cobb”), owns 100% of the equity of Asta Industries, Inc. (“ASTA”), a company incorporated in Georgia, and its subsidiary Atlanta Door Corporation, a company incorporated in Georgia. Cobb also owns 100% of the equity of Nokē, Inc. (“NOKE”), a company incorporated in Delaware, and Betco, Inc. (“BETCO”), a company also incorporated in Delaware.

On January 2, 2020, the Company’s wholly owned subsidiary JIE, purchased 100% of the outstanding shares of Steel Storage.

On December 21, 2020, the Company entered into a Business Combination Agreement with Juniper Industrial Holdings Inc. Immediately following the closing of the proposed transaction, the post-combination company intends to change its name to Janus International Group, Inc. and expects to trade on the NYSE under the ticker symbol “JBI”, pending NYSE approval. The Company and its subsidiaries become the surviving company listed on the NYSE. As of the date of these consolidated financial statements, the business combination is still pending and subject to SEC and shareholder review and approval.

On January 18, 2021, the Company, through its wholly owned subsidiary Steel Storage acquired 100% of the net assets of G & M Stor-More Pty Ltd (“G&M”) as more fully described in Note 9 Business Combinations.

Assets held at foreign locations were approximately $55,303,000 and $53,424,000 as of March 27, 2021 and December 26, 2020, respectively. Revenues earned at foreign locations totaled approximately $12,560,000 and $12,289,000 for the three months ended March 27, 2021 and March 28, 2020, respectively.

 

6


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information.

In the opinion of the Company’s management, the unaudited consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of March 27, 2021 and its results of operations, including its comprehensive income (loss), members’ equity and its cash flows for the three months ended March 27, 2021 and March 28, 2020. The results for the three months ended March 27, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 1, 2022.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s joint venture is accounted for under the equity method of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 26, 2020 included in the Form S-4 filed on February 8, 2021.

Use of Estimates in the Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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

Coronavirus Outbreak

COVID-19 outbreak will continue to have a negative impact on our operations, supply chain, transportation networks and customers. The impact on our business and the results of operations included temporary closure of our operating locations, or those of our customers or suppliers, among others. In addition, the ability of our employees and our suppliers’ and customers’ employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, which may significantly hamper our production throughout the supply chain and constrict sales channels. The extent of these factors are uncertain and cannot be predicted. Our consolidated financial statements reflect estimates and assumptions made by management as of March 27, 2021. Events and changes in circumstances arising after March 27, 2021, including those resulting from the impacts of COVID-19 pandemic, will be reflected in management’s estimates for future periods.

 

8


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

Emerging Growth Company

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

Shipping and Handling (Revenue & Cost of Sales)

The Company records all amounts billed to customers in sales transactions related to shipping and handling as revenue earned for the goods provided. Shipping and handling costs are included in cost of sales. Shipping and handling costs were approximately $7,104,000 and $5,923,000 for the three months ended March 27, 2021 and March 28, 2020, respectively.

Inventories

Inventories are measured using the first-in, first-out (FIFO) method. Labor and overhead costs associated with inventory produced by the Company are capitalized. Inventories are stated at the lower of cost or net realizable value as of March 27, 2021 and December 26, 2020. The Company has recorded a reserve for inventory obsolescence as of March 27, 2021 and December 26, 2020, of approximately $1,792,000 and $1,964,000, respectively.

Property and Equipment

Property and equipment acquired in business combinations are recorded at fair value as of the acquisition date and are subsequently stated less accumulated depreciation. Property and equipment otherwise acquired are stated at cost less accumulated depreciation. Depreciation is charged to expense on the straight-line basis over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the lease term or their respective useful lives. Maintenance and repairs are charged to expense as incurred.

The estimated useful lives for each major depreciable classification of property and equipment are as follows

 

Manufacturing machinery and equipment      3-7 years  
Office furniture and equipment      3-7 years  
Vehicles      3-5 years  

Leasehold improvements

     3-20 years  

Other Current Assets

Other current assets consist primarily of deferred transaction related costs associated with the proposed Business Combination with Juniper of $8,829,000 and $3,444,000 as of March 27, 2021 and December 26, 2020, respectively, vendor rebates receivable, and VAT and income tax receivable.

 

9


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

Fair Value Measurement

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

 

 

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

 

 

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

 

 

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

The fair value of the Company’s debt approximates its carrying amount as of March 27, 2021 and December 26, 2020. To estimate the fair value of the Company’s long term debt, the Company utilized fair value based risk measurements that are indirectly observable, such as credit risk that fall within Level 2 of the Fair Value hierarchy. The fair value of cash, accounts receivable, less allowance for doubtful accounts and account payable approximate the carrying amounts due to the short-term maturities of these instruments.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years beginning after December 15, 2022 and for interim periods within those fiscal years. The Company is currently evaluating the impact of this standard to the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update removes Step 2 of the goodwill impairment test under current guidance, which requires a hypothetical purchase price allocation. The new guidance requires an impairment charge to be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. Upon adoption, the guidance is to be applied prospectively. ASU 2017-04 is effective for Emerging Growth Companies in fiscal years beginning after December 15, 2021, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of the adoption of ASU 2017-04 on the consolidated financial statements and does not expect a significant impact of the standard on the consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is effective and may be applied beginning March 12, 2020, and will apply through December 31, 2022. Janus is currently evaluating the impact this adoption will have on Janus’ consolidated financial statements.

 

10


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

In June 2020, the FASB issued ASU 2020-05, deferring the effective date for ASC 842, Leases, for one year. For private companies, the leasing standard will be effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption would continue to be allowed. The Company is evaluating the impact the standard will have on the consolidated financial statements; however, the standard is expected to have a material impact on the consolidated financial statements due to the recognition of additional assets and liabilities for operating leases.

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share (EPS) calculations as a result of these changes. The standard will be effective for Janus beginning February 7, 2022 and can be applied on either a fully retrospective or modified retrospective basis. Early adoption is permitted for fiscal years beginning after December 15, 2020. Janus is currently evaluating the impact of this standard on Janus’ consolidated financial statements.

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

3. Inventories

The major components of inventories at :

 

     March 27,      December 26,  
     2021      2020  
Raw materials    $ 20,751,292    $ 17,431,731
Work-in-process      918,914      637,109
Finished goods      8,553,600      7,212,681
  

 

 

    

 

 

 
   $ 30,223,806    $ 25,281,521
  

 

 

    

 

 

 

4. Property and Equipment

Property, equipment, and other fixed assets as of March 27, 2021 and December 26, 2020 are as follows:

 

     March 27,      December 26,  
     2021      2020  
Land    $ 3,361,295    $ 3,361,295
Manufacturing machinery and equipment      27,483,926      26,446,933
Leasehold improvements      5,029,871      5,127,065
Construction in progress      3,236,428      2,170,193
Other      8,532,772      8,084,391
  

 

 

    

 

 

 
   $ 47,644,292    $ 45,189,877
Less accumulated depreciation      (15,907,271      (14,219,370
  

 

 

    

 

 

 
   $ 31,737,021    $ 30,970,507
  

 

 

    

 

 

 

 

11


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

5. Acquired Intangible Assets and Goodwill

Intangible assets acquired in a business combination are recognized at fair value and amortized over their estimated useful lives. The carrying basis and accumulated amortization of recognized intangible assets at March 27, 2021 and December 26, 2020, were as follows:

 

     March 27,      December 26,  
     2021      2020  
     Gross Carrying
Amount
     Accumulated
Amortization
     Average
Remaining
Life in Years
     Gross Carrying
Amount
     Accumulated
Amortization
 

Intangible Assets

              

Customer relationships

   $ 381,713,639    $ 77,796,379      12      $ 380,862,639    $ 71,390,241

Noncompete agreements

     418,322      172,621      6        412,949      151,028

Tradenames and trademarks

     85,792,538      —          Indefinite        85,597,528      —    

Other intangibles

     58,449,459      41,684,970      7        58,404,905      41,279,081
  

 

 

    

 

 

       

 

 

    

 

 

 
   $ 526,373,958    $ 119,653,970       $ 525,278,021    $ 112,820,350
  

 

 

    

 

 

       

 

 

    

 

 

 

Changes to gross carrying amount of recognized intangible assets due to translation adjustments include an approximate $282,000 and $997,000 loss for the period ended March 27, 2021 and December 26, 2020, respectively. Amortization expense was approximately $6,832,000 and $6,710,000 for the three months ended March 27, 2021 and March 28, 2020, respectively.

The changes in the carrying amounts of goodwill for the period ended March 27, 2021 and December 26, 2020 were as follows:

 

Balance as of December 26, 2020

   $ 259,422,822
  

 

 

 
Goodwill acquired during the period      929,276

Changes due to foreign currency fluctuations

     11,058
  

 

 

 

Balance as of March 27, 2021

   $ 260,363,156
  

 

 

 

6. Accrued Expenses

Accrued expenses are summarized as follows:

 

     March 27,      December 26,  
     2021      2020  

Sales tax payable

   $ 1,417,994    $ 1,324,696

Interest payable

     3,790,747      4,832,590

Contingent consideration payable - short term

     4,000,000      4,000,000

Other accrued liabilities

     9,137,840      5,294,414

Employee compensation

     6,266,295      6,090,304

Customer deposits and allowances

     15,275,853      10,780,783

Other

     6,440,144      4,841,839
  

 

 

    

 

 

 

Total

   $ 46,328,873    $ 37,164,627
  

 

 

    

 

 

 

 

12


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

Other accrued liabilities consist primarily of deferred transaction related costs of $8,032,000 and $3,337,000 as of March 27, 2021 and December 26, 2020, respectively. Other consists primarily of property tax, freight accrual, Federal and State income taxes, legal, accounting and other professional fees.

7. Line of Credit

On February 12, 2018, the Company, through Intermediate and Janus International Group LLC, entered into a new revolving line of credit facility with a financial institution. The line of credit facility is for $50,000,000 with interest payments due in arrears. The interest rate on the facility is based on a base rate, unless a LIBOR Rate option is chosen by the Company. If the LIBOR Rate is elected, the interest computation is equal to the LIBOR Rate plus the LIBOR Rate Margin. If the Base Rate is elected, the interest computation is equal to the Base Rate plus the Base Rate Margin. At the beginning of each quarter the applicable margin is set and determined by the administrative agent based on the average net availability on the line of credit for the previous quarter. As of March 27, 2021 and December 26, 2020, the interest rate in effect for the facility was 3.5%. The line of credit is secured by accounts receivable and inventories. The Company incurred deferred loan costs in the amount of $1,058,000 which are being amortized over the term of the facility that expires on February 12, 2023, using the effective interest method. The amortization of the deferred loan costs is included in interest expense on the consolidated statements of operations and comprehensive income (loss) . The unamortized portion of the fees as of March 27, 2021 and December 26, 2020 was approximately $395,000 and $448,000, respectively. There was no outstanding balance on the line of credit as of March 27, 2021 and December 26, 2020.

8. Long-Term Debt

Long-term debt consists of the following:

 

     March 27,      December 26,  
     2021      2020  

Note payable - First Lien

   $ —      $ 562,363,000

Note payable - First Lien B2

     —          73,875,000
Note payable - Amendment No. 3 First Lien      634,607,146      —    
  

 

 

    

 

 

 
     634,607,146      636,238,000

Less unamortized deferred finance fees

     10,753,495      12,110,329

Less current maturities

     6,346,071      6,523,417
  

 

 

    

 

 

 

Total long-term debt

   $ 617,507,580    $ 617,604,254
  

 

 

    

 

 

 

Notes Payable – First Lien and First Lien B2 – The First Lien notes payable was comprised of a syndicate of lenders that originated on February 12, 2018, in the amount of $470,000,000 with interest payable in arrears. The Company subsequently entered into the first amendment of the First Lien notes payable on March 1, 2019, to issue an additional tranche of the notes payable in the amount of $75,000,000 (First Lien B2), and the second amendment of the First Lien notes payable on August 9, 2019, to increase the first tranche of the notes payable by $106,000,000. Both tranches

 

13


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

bore interest, as chosen by the Company, at a floating rate per annum consisting of LIBOR plus an applicable margin percent, and were secured by substantially all business assets. On July 21, 2020, the Company repurchased $1,989,000 principal amount of the First Lien (the “Open Market Purchase”) at an approximate $258,000 discount, resulting in a gain on the extinguishment of debt of approximately $258,000. Following the repurchase of the First Lien in the Open Market Purchase, approximately $563,806,000 principal amount of the 1st Lien remained outstanding.. The total interest rate for the First Lien was 4.75% as of December 26, 2020. Unamortized debt issuance costs were approximately $10,304,000 at December 26, 2020.

The First Lien B2 was comprised of a syndicate of lenders that originated on March 1, 2019, in the amount of $75,000,000 with interest payable in arrears. The outstanding loan balance was to be repaid on a quarterly basis of 0.25% of the original balance beginning the last day of June 2019 with the remaining principal due on the maturity date of February 12, 2025. As chosen by the Company, the First Lien B2 notes payable bore interest at a floating rate per annum consisting of LIBOR plus an applicable margin percent (total rate of 5.50% as of December 26, 2020.) The debt was secured by substantially all business assets. Unamortized debt issuance costs were approximately $1,806,000 as of December 26, 2020.

Notes Payable - Amendment No. 3 First Lien - On February 5, 2021, the Company completed a repricing of its First Lien and First Lien B2 Term Loans, in which the principal terms of the amendment was a reduction in the overall interest rate based upon the loan type chosen and a consolidation of the prior two outstanding tranches into a single tranche of debt with the syndicate. The Amendment No.3 First Lien is comprised of a syndicate of lenders originating on February 5, 2021 in the amount of $634,607,000 with interest payable in arrears. The outstanding loan balance 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 March 27, 2021). The debt is secured by substantially all business assets. Unamortized debt issuance costs are approximately $10,753,000 at March 27, 2021.

As a result of the transaction, the Company recognized a loss on extinguishment of approximately $1,421,000. The loss is included in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Income (Loss).

As of March 27, 2021, and December 26, 2020, the Company maintained one letter of credit totaling approximately $295,000, on which there were no balances due.

In connection with the Company entering into the debt agreements discussed above, deferred finance fees were capitalized. These costs are being amortized over the terms of the associated debt under the effective interest rate method. Amortization of approximately $754,000 and $806,000 was recognized for the three months ended March 27, 2021 and March 28, 2020, respectively, as a component of interest expense, including those amounts amortized in relation to the deferred finance fees associated with the outstanding line of credit.

 

14


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

Aggregate annual maturities of long-term debt at March 27, 2021, are:

 

2021

   $ 4,759,554

2022

     6,346,072

2023

     6,346,072

2024

     6,346,072

2025

     610,809,376
  

 

 

 

Total

   $ 634,607,146
  

 

 

 

7. Line of Credit

On February 12, 2018, the Company, through Intermediate and Janus International Group LLC, entered into a new revolving line of credit facility with a financial institution. The line of credit facility is for $50,000,000 with interest payments due in arrears. The interest rate on the facility is based on a base rate, unless a LIBOR Rate option is chosen by the Company. If the LIBOR Rate is elected, the interest computation is equal to the LIBOR Rate plus the LIBOR Rate Margin. If the Base Rate is elected, the interest computation is equal to the Base Rate plus the Base Rate Margin. At the beginning of each quarter the applicable margin is set and determined by the administrative agent based on the average net availability on the line of credit for the previous quarter. As of March 27, 2021 and December 26, 2020, the interest rate in effect for the facility was 3.5%. The line of credit is secured by accounts receivable and inventories. The Company incurred deferred loan costs in the amount of $1,058,000 which are being amortized over the term of the facility that expires on February 12, 2023, using the effective interest method. The amortization of the deferred loan costs is included in interest expense on the consolidated statements of operations and comprehensive income (loss) . The unamortized portion of the fees as of March 27, 2021 and December 26, 2020 was approximately $395,000 and $448,000, respectively. There was no outstanding balance on the line of credit as of March 27, 2021 and December 26, 2020.

8. Long-Term Debt

Long-term debt consists of the following:

 

     March 27,      December 26,  
     2021      2020  

Note payable - First Lien

   $ —      $ 562,363,000

Note payable - First Lien B2

     —          73,875,000
Note payable - Amendment No. 3 First Lien      634,607,146      —    
  

 

 

    

 

 

 
     634,607,146      636,238,000

Less unamortized deferred finance fees

     10,753,495      12,110,329

Less current maturities

     6,346,071      6,523,417
  

 

 

    

 

 

 

Total long-term debt

   $ 617,507,580    $ 617,604,254
  

 

 

    

 

 

 

Notes Payable – First Lien and First Lien B2 – The First Lien notes payable was comprised of a syndicate of lenders that originated on February 12, 2018, in the amount of $470,000,000 with interest payable in arrears. The Company subsequently entered into the first amendment of the First Lien notes payable on March 1, 2019, to issue an additional tranche of the notes payable in the amount of $75,000,000 (First Lien B2), and the second amendment of the First Lien notes payable on August 9, 2019, to increase the first tranche of the notes payable by $106,000,000. Both tranches bore interest, as chosen by the Company, at a floating rate per annum consisting of LIBOR plus an applicable margin

 

15


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

percent, and were secured by substantially all business assets. On July 21, 2020, the Company repurchased $1,989,000 principal amount of the First Lien (the “Open Market Purchase”) at an approximate $258,000 discount, resulting in a gain on the extinguishment of debt of approximately $258,000. Following the repurchase of the First Lien in the Open Market Purchase, approximately $563,806,000 principal amount of the 1st Lien remained outstanding. The total interest rate for the First Lien was 4.75% as of December 26, 2020. Unamortized debt issuance costs were approximately $10,304,000 at December 26, 2020.

The First Lien B2 was comprised of a syndicate of lenders that originated on March 1, 2019, in the amount of $75,000,000 with interest payable in arrears. The outstanding loan balance was to be repaid on a quarterly basis of 0.25% of the original balance beginning the last day of June 2019 with the remaining principal due on the maturity date of February 12, 2025. As chosen by the Company, the First Lien B2 notes payable bore interest at a floating rate per annum consisting of LIBOR plus an applicable margin percent (total rate of 5.50% as of December 26, 2020.) The debt was secured by substantially all business assets. Unamortized debt issuance costs were approximately $1,806,000 as of December 26, 2020.

Notes Payable - Amendment No. 3 First Lien - On February 5, 2021, the Company completed a repricing of its First Lien and First Lien B2 Term Loans, in which the principal terms of the amendment was a reduction in the overall interest rate based upon the loan type chosen and a consolidation of the prior two outstanding tranches into a single tranche of debt with the syndicate. The Amendment No.3 First Lien is comprised of a syndicate of lenders originating on February 5, 2021 in the amount of $634,607,000 with interest payable in arrears. The outstanding loan balance 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 March 27, 2021). The debt is secured by substantially all business assets. Unamortized debt issuance costs are approximately $10,753,000 at March 27, 2021.

As a result of the transaction, the Company recognized a loss on extinguishment of approximately $1,421,000. The loss is included in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Income (Loss).

As of March 27, 2021, and December 26, 2020, the Company maintained one letter of credit totaling approximately $295,000, on which there were no balances due.

In connection with the Company entering into the debt agreements discussed above, deferred finance fees were capitalized. These costs are being amortized over the terms of the associated debt under the effective interest rate method. Amortization of approximately $754,000 and $806,000 was recognized for the three months ended March 27, 2021 and March 28, 2020, respectively, as a component of interest expense, including those amounts amortized in relation to the deferred finance fees associated with the outstanding line of credit.

Aggregate annual maturities of long-term debt at March 27, 2021, are:

 

2021

   $ 4,759,554

2022

     6,346,072

2023

     6,346,072

2024

     6,346,072

2025

     610,809,376
  

 

 

 

Total

   $ 634,607,146
  

 

 

 

 

16


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

9. Business Combination

G & M Stor-More Pty Ltd Acquisition

On January 19, 2021, the Company, through its wholly owned subsidiary Steel Storage Australia Pty Ltd. acquired 100% of the net assets of G & M Stor-More Pty Ltd. for total cash consideration of approximately $1,739,000. In aggregate, $814,000 was attributed to intangible assets, $929,000 was attributable to goodwill, and ($4,000) was attributable to net liabilities assumed. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Steel Storage. All of the goodwill was assigned to the Janus International segment of the business and is not deductible for income tax purposes.

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

During 2021, the Company incurred approximately $105,000 of third-party acquisition costs. These expenses are included in general and administrative expense of the Company’s Consolidated Statement of Operations and Comprehensive Income (Loss) for the three months ended March 27, 2021.

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

10. Equity Incentive Plan and Unit Option Plan

2018 Equity Incentive Plan

Effective March 15, 2018, Midco implemented an equity incentive program designed to enhance the profitability and value of its investment for the benefit of its members by enabling the Company 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 Holdco’s members.

A summary of the status of the Class B unit award activity for the three months ended March 27, 2021 is presented in the table below:

 

     Grant
Units
     Vested
Units
     Non-Vested
Units
 

Balance as of December 26, 2020

     19,745      4,478      15,267
  

 

 

    

 

 

    

 

 

 
Granted      —          —          —    
Vested      —          448      (448
Forfeiture      —          —          —    
  

 

 

    

 

 

    

 

 

 

Balance as of March 27, 2021

     19,745      4,926      14,819
  

 

 

    

 

 

    

 

 

 

 

17


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

11. Related Party Transactions

Holdco, on behalf of the Company, has entered into a Management and Monitoring Services Agreement (MMSA) with the Class A Preferred Unit holders group. The Company paid management fees to the Class A Preferred Unit holders group of approximately $2,615,000 and $1,929,000 for the three months ended March 27, 2021 and March 28, 2020, respectively. Approximately $869,000 of the Class A Preferred Unit holders group management fees were accrued and unpaid as of December 26, 2020 and no fees were accrued and unpaid as of March 27, 2021.

As of March 28, 2020, there were related party sales of approximately $1,000 from the Company to its Mexican Joint Venture and no related party sales as of March 27, 2021.

The Company leases a manufacturing facility in Butler, Indiana, from Janus Butler, LLC, an entity wholly owned by a member of the board of directors of Midco. Rent payments paid to Janus Butler, LLC for the three months ended March 27, 2021 and March 28, 2020, were approximately $49,000 and $36,000, respectively. The lease extends through July 31, 2021, with monthly payments of approximately $12,000 with an annual escalation of 1.5%.

The Company is a party to a lease agreement with 134 Janus International, LLC, an entity majority owned by a member of the board of directors of Midco. Rent payments paid to 134 Janus International, LLC in the three months ended March 27, 2021 and March 28, 2020, were approximately $114,000 and $112,000, respectively. The lease extends through September 30, 2021, with monthly payments of approximately $38,000 per month with an annual escalation of 2.5%.

The Company leases a distribution center in Fayetteville, Georgia from French Real Estate Investments, LLC, an entity partially owned by a unit holder of the Company. Rent payments paid to French Real Estate Investments, LLC for the three months ended March 27, 2021 and March 28, 2020, were approximately $26,000 and $26,000, respectively. The lease extends through July 31, 2022, with monthly payments of approximately $9,000 per month. The Company additionally acquired a lease agreement with ASTA Investment, LLC, for a manufacturing facility in Cartersville, Georgia an entity partially owned by a unit holder of the Company. The original lease term began on April 1, 2018 and extended through March 31, 2028 and was amended in March 2020 to extend the term until March 1, 2030, with monthly lease payments of $66,000 per month with an annual escalation of 2.0%. Rent payments to ASTA Investment, LLC for the three months ended March 27, 2021 and March 28, 2020, were approximately $198,000 and $149,000, respectively.

12. Revenue Recognition

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

Contract Balances

Contract assets are the rights to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract assets primarily result from contracts that include installation which are billed via payment requests that are submitted in the month following the period during which revenue was recognized. Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance

 

18


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

of the contract period commencing. Contract assets are disclosed as costs and estimated earnings in excess of billings on uncompleted contracts, and contract liabilities are disclosed as billings in excess of costs and estimated earnings on uncompleted contracts in the consolidated balance sheet. Contract balances for the three months ended March 27, 2021 were as follows:

 

     March 27,  
     2021  

Contract assets, beginning of the year

   $ 11,398,934  
  

 

 

 
Contract assets, end of the period      12,319,195  
  

 

 

 
Contract liabilities, beginning of the year      21,525,319  
  

 

 

 

Contract liabilities, end of the period

   $ 19,871,491  
  

 

 

 

During the three months ended March 27, 2021, the Company recognized revenue of approximately $14,116,000 related to contract liabilities at December 26, 2020. This reduction was offset by new billings of approximately $12,463,000 for product and services for which there were unsatisfied performance obligations to customers and revenue had not yet been recognized as of March 27, 2021.

Disaggregation of Revenue

The principal categories we use to disaggregate revenues are by timing and sales channel of revenue recognition. The following disaggregation of revenues depict the Company’s reportable segment revenues by timing and sales channel of revenue recognition for the three months ended March 27, 2021 and March 28, 2020:

Revenue by Timing of Revenue Recognition

 

     Three Months Ended  

Reportable Segments by Timing of Revenue Recognition

   March 27, 2021      March 28, 2020  

Janus North America

     

Goods transferred at a point in time

   $ 120,893,159    $ 104,525,473

Services transferred over time

     25,641,256      23,905,690
  

 

 

    

 

 

 
     146,534,415      128,431,163
  

 

 

    

 

 

 

Janus International

     

Goods transferred at a point in time

     7,073,066    $ 6,492,069

Services transferred over time

     5,486,786    $ 5,797,195
  

 

 

    

 

 

 
     12,559,852      12,289,264
  

 

 

    

 

 

 
Eliminations      (6,269,999      (2,906,632
  

 

 

    

 

 

 

Total Revenue

   $ 152,824,268    $ 137,813,795
  

 

 

    

 

 

 

 

19


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

Revenue by Sale Channel Revenue Recognition

 

     Three Months Ended  

Reportable Segments by Sales Channel Revenue Recognition

   March 27, 2021      March 28, 2020  

Janus North America

     

Self Storage-New Construction

   $ 48,700,531      $ 61,460,169  

Self Storage-R3

     39,331,457        37,570,119  

Commercial and Others

     58,502,427        29,400,875  
  

 

 

    

 

 

 
     146,534,415        128,431,163  
  

 

 

    

 

 

 

Janus International

     

Self Storage-New Construction

     8,901,413        8,411,053  

Self Storage-R3

     3,658,439        3,878,211  
  

 

 

    

 

 

 
     12,559,852        12,289,264  
  

 

 

    

 

 

 
Eliminations      (6,269,999      (2,906,632
  

 

 

    

 

 

 

Total Revenue

   $ 152,824,268    $ 137,813,795
  

 

 

    

 

 

 

13. Income Taxes

The Company is a limited liability company taxed as a partnership for U.S. federal income tax purposes. The Company is 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 is reported to the member for inclusion on its respective tax returns.

The provision for income taxes for the three months ended March 27, 2021 and March 28, 2020 includes amounts related to entities within the group taxed as corporations in the United States, United Kingdom, France, Australia, and Singapore. The Company determines its provision for income taxes for interim periods using an estimate of its annual effective tax rate on year to date ordinary income and records any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs. Additionally, the income tax effects of significant unusual or infrequently occurring items are recognized entirely within the interim period in which the event occurs.

During the three months ended March 27, 2021 and March 28, 2020, the Company recorded a total income tax (benefit) provision of approximately ($155,000) and $370,000 on pre-tax income of approximately $14,564,000 and $10,322,000 resulting in an effective tax rate of (1.0%) and 3.6%, respectively. The effective tax rates for these periods were primarily impacted by statutory rate differentials, changes in estimated tax rates, and permanent differences.

14. Net Income Per Unit

During the three months ended March 27, 2021 and March 28, 2020, the Company computed net income per unit (EPU) using the two-class method required for participating securities. The two-class method requires net income to be allocated between common units and participating securities based upon their respective rights to receive distributions as if all income for the period had been distributed.

The Class A preferred units are entitled to receive distributions prior and in preference on Class A preferred unit unpaid cumulative dividends (“Unpaid Preferred Yield”) followed by Class A preferred unit capital contributions that have not been paid back to the holders (the “Unreturned Capital”). Vested Class B common units participate in the remaining distribution on a pro-rata basis with Class A preferred units if they have met the respective Participation Threshold and, if applicable, the Target Value defined in the respective Unit Grant Agreement. Unvested Class B common units are participating securities in periods where net profit was allocated to the respective capital accounts and tax

 

20


Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

distributions are declared to the respective holders. The holders of Class A preferred units and unvested Class B common units are not contractually obligated to fund the Company’s losses regardless of whether the Company is liquidating. As such, in periods of net loss or periods where total distribution exceeds the net income, all such losses will be allocated to Class B common units.

During the three months ended March 27, 2021 and March 28, 2020, unvested Class B Time Vesting Units did not receive tax distributions and were not participating securities for the basic EPU calculation. Class A preferred units were allocated net income for Unpaid Preferred Yield accrued in the three months ended March 27, 2021 and March 28, 2020 and were allocated tax distributions declared and paid. The undistributed net income was allocated entirely to Class A preferred units for the three months ended March 27, 2021 and March 28, 2020 as its holders are entitled to preferred distributions on Unreturned Capital prior and in preference to the vested Class B common units.

The following table sets forth the computation of basic and diluted EPU attributable to common and participating unit holders for the three months ended March 27, 2021 and March 28, 2020:

 

     Three Months Ended  
     March 27, 2021      March 28, 2020  

Numerator:

   Class A
Preferred
Units
     Class B
Common

Units
     Class A
Preferred
Units
     Class B
Common
Units
 

Net income attributable to unit holders:

           

Distributions

     95,883      —          54,484      —    

Unpaid cumulative preferred distribution

     2,097,824      —          3,039,693      —    

Allocation of undistributed income attributable to unit holders

     12,525,114      —          6,857,853      —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Basic

   $ 14,718,821    $ —        $ 9,952,030    $ —    

(Subtract) Add: undistributed income (loss) allocated to participating securities

     (12,525,114      12,525,114      (6,857,853      6,857,853

Reallocation of undistributed earnings (loss) to participating securities

     12,525,114      (12,525,114      6,857,853      (6,857,853
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted

   $ 14,718,821    $ —        $ 9,952,030    $ —    

Denominator:

           
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average number of units:

           

Basic

     189,044      4,907      189,044      2,964

Adjustment for dilutive effect of unvested Class B common units

     —          4,503      —          5,737
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted

     189,044      9,410      189,044      8,701
  

 

 

    

 

 

    

 

 

    

 

 

 

Basic net income per unit attributable to unit holders

   $ 77.86    $ —        $ 52.64    $ —    

Diluted net income per unit attributable to unit holders

   $ 77.86    $ —        $ 52.64    $ —    
  

 

 

    

 

 

    

 

 

    

 

 

 

15. Segments Information

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

 

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Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

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

 

     March 27,      March 28,  
     2021      2020  

Revenue

     

Janus North America

   $ 146,534,415    $ 128,431,163

Janus International

     12,559,852      12,289,264

Intersegment

     (6,269,999      (2,906,632
  

 

 

    

 

 

 

Consolidated Revenue

   $ 152,824,268    $ 137,813,795
  

 

 

    

 

 

 

Operating Income

     

Janus North America

   $ 23,915,308    $ 19,439,899

Janus International

     306,671      706,306

Eliminations

     26,885      41,871
  

 

 

    

 

 

 

Total Segment Operating Income

   $ 24,248,864    $ 20,188,076
  

 

 

    

 

 

 

Depreciation Expense

     

Janus North America

   $ 1,366,590    $ 1,299,185

Janus International

     106,409      130,736
  

 

 

    

 

 

 

Consolidated Depreciation Expense

   $ 1,472,999    $ 1,429,921
  

 

 

    

 

 

 

Amortization of Intangible Assets

     

Janus North America

   $ 6,413,650    $ 6,414,198

Janus International

     418,494      295,352
  

 

 

    

 

 

 

Consolidated Amortization Expense

   $ 6,832,144    $ 6,709,550
  

 

 

    

 

 

 

 

     March 27,      December 26,  
     2021      2020  

Identifiable Assets

     

Janus North America

   $ 843,686,183      $ 820,259,539  

Janus International

     55,060,001      53,219,206
  

 

 

    

 

 

 

Consolidated Assets

   $ 898,746,184    $ 873,478,745
  

 

 

    

 

 

 

16. Significant Estimates and Concentrations

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

 

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Janus Midco, LLC

Notes to Consolidated Financial Statements

 

 

General Litigation

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

Self-Insurance

Under the Company’s workers’ compensation insurance program, coverage is obtained for catastrophic exposures under which the Company retains a portion of certain expected losses. Provision for losses expected under this program is recorded based upon the Company’s estimates of the aggregate liability for claims incurred and totaled approximately $451,000 and $391,000 as of March 27, 2021, and December 26, 2020, respectively. The amount of actual losses incurred could differ materially from the estimates reflected in these consolidated financial statements.

Under the Company’s health insurance program, coverage is obtained for catastrophic exposures under which the Company retains a portion of certain expected losses. The Company has stop loss insurance for claims in excess of $250,000 and $250,000 as of March 27, 2021 and December 26, 2020, respectively. Provision for losses expected under this program is recorded based upon the Company’s estimates of the aggregate liability for claims incurred and totaled approximately $656,000 and $916,000 as of March 27, 2021 and December 26, 2020, respectively. The amount of actual losses incurred could differ materially from the estimates reflected in these consolidated financial statements.

17. Subsequent Events

For the interim consolidated financial statements as of March 27, 2021, the Company has evaluated subsequent events through the financial statements issuance date.

 

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