UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 4.02. Non-Reliance on Previously Issued Financial Statement or Related Audit Report or Completed Interim Review.
On March 10, 2022, the Audit Committee of the Board of Directors (the “Audit Committee”) of Janus International Group, Inc. (the “Company”), after considering the recommendations of management and consulting with BDO USA, LLP, the Company’s independent registered public accounting firm, concluded that our unaudited consolidated financial statements included in the quarterly reports on Form 10-Q for the interim periods ended June 26, 2021 and September 25, 2021 (the “Initial Filings”) should not be relied upon because the Company had improperly accounted for a portion of transaction bonuses associated with the Business Combination in June 2021 as a reduction in equity versus expense in the quarter ended June 26, 2021 and had improperly accounted for changes in the fair value of the private placement warrants upon reclassification from liability-classified instruments to equity-classified instruments in the quarter ended September 25, 2021. In addition, the transaction bonuses also impacted segment reporting.
We expect to file amendments to the Initial Filings that restate the financial statements for such periods. The amended Form 10-Q for the period ended June 26, 2021 will reflect an increase of general and administrative expense and a reduction of income from operations and net income from the reported amounts for the quarter and year-to-date periods of $3.2 million, resulting in a net loss of $2.1 million and net income $12.6 million, respectively, as compared to net income from the amounts originally reported of $1.1 million and $15.8 million, respectively, which was offset to stockholders’ equity. This error also impacted the segment results. The Janus International segment will reflect an increase of general and administrative expense and a reduction of income from operations from the reported amounts for the quarter and year-to-date periods of $7.1 million, resulting in loss from operations of $5.3 million and $5.0 million, respectively, compared to income from operations from the amounts originally reported of $1.8 million and $2.1 million, respectively. The Janus North America segment will reflect a decrease of general and administrative expense and an increase of income from operations from the reported amounts for the quarter and year-to-date periods of $3.9 million, resulting in income from operations of $16.5 million and $40.4 million, respectively, compared to income from operations from the amounts originally reported of $12.6 million and $36.5 million, respectively.
The amended Form 10-Q for the period ended September 25, 2021 will reflect a reduction of income from operations and net income for the quarter period of $2.3 million and year-to-date period of $5.5 million, resulting in net income of $15.4 million and $28.0 million, respectively, as compared to net income from the amounts originally reported of $17.7 million and $33.5 million, respectively. This error also impacted the segment results. The Janus International segment will reflect an increase of general and administrative expense and a reduction of income from operations for the year-to-date period of $7.1 million, resulting in a loss from operations of $4.2 million compared to income from operations from the amount originally reported of $2.9 million. The Janus North America segment will reflect a decrease of general and administrative expense and an increase of income from operations from the reported amounts for the year-to-date period of $3.9 million, resulting in income from operations of $64.8 million compared to income from operations from the amount originally reported of $60.9 million, respectively. In addition, the amended quarterly report at September 25, 2021, will reflect a decrease of $7.8 million in the derivative warrant liability from the amount originally reported of $35.5 million to $27.7 million, with offsetting increases in stockholders’ equity.
The Company is assessing the tax impact to both quarters related to these changes.
Previously reported amounts for revenue, gross profit, adjusted EBITDA and net increase in cash and cash equivalents are not affected by the change in accounting for the errors outlined above. The form 10-K for full year 2021 will reflect the updated accounting for the transaction bonuses, warrant movements and segment information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 15, 2022
| JANUS INTERNATIONAL GROUP, INC. | ||
| By: | /s/ Scott Sannes | |
| Name: Scott Sannes Title: Chief Financial Officer | ||