Delaware |
3442 |
86-1476200 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Large accelerated filer: | ☐ | Accelerated filer: | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company: | ||||
Emerging growth company: |
ii | ||||
iii | ||||
1 | ||||
7 | ||||
8 | ||||
27 | ||||
27 | ||||
27 | ||||
29 | ||||
34 | ||||
41 | ||||
81 | ||||
83 | ||||
87 | ||||
94 | ||||
98 | ||||
102 | ||||
109 | ||||
112 | ||||
114 | ||||
116 | ||||
117 | ||||
117 | ||||
F-1 |
• | Janus’s continued success is dependent upon its ability to hire, retain and utilize qualified personnel. |
• | The coronavirus (COVID-19) pandemic and the global attempt to contain it may harm our industry, business, results of operations and ability to raise additional capital. |
• | Janus engages in a highly competitive business. If Janus is unable to compete effectively, it could lose market share and its business and results of operations could be negatively impacted. |
• | Janus’s business strategy relies in part on acquisitions to sustain its growth. Acquisitions of other companies present certain risks and uncertainties. |
• | Our dependence on, and the price and availability of, raw materials (such as steel coil) as well as purchased components may adversely affect our business, results of operations and financial condition. |
• | The outcome of pending and future claims and litigation could have a material adverse impact on Janus’s business, financial condition and results of operations. |
• | We may be subject to liability if we breach our contracts, and our insurance may be inadequate to cover our losses. |
• | We are potentially subject to taxation related risks in multiple jurisdictions, and changes in U.S. tax laws, in particular, could have a material adverse effect on our business, cash flow, results of operations or financial condition. |
• | Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, including user and corporate information, or theft of intellectual property, including digital assets, which could adversely impact our financial condition or harm our reputation. |
• | We face system security risks as we depend upon automated processes and the Internet and we could damage our reputation, incur substantial additional costs and become subject to litigation if our systems are penetrated. |
• | Our brand is integral to our success. If we fail to effectively maintain, promote, and enhance our brand in a cost-effective manner, our business and competitive advantage may be harmed. |
• | Economic uncertainty or downturns, particularly as it impacts specific industries, could adversely affect our business and results of operations. |
• | If we are unable to develop new offerings, achieve increased consumer adoption of those offerings or penetrate new vertical markets, our business and financial results could be materially adversely affected. |
• | Our management team has limited experience managing a public company. |
• | Our corporate culture has contributed to our success and, if we are unable to maintain it as we grow, our business, financial condition and results of operations could be harmed. |
• | Our past growth may not be indicative of our future growth, and our revenue growth rate may decline in the future. |
• | We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our business, operating results and financial condition may be harmed. |
• | We may not be able to generate sufficient cash to service our obligations and any debt we incur. |
• | We may not be able to adequately protect our proprietary and intellectual property rights in our data or technology. |
• | We may in the future be sued by third parties for various claims, including alleged infringement of proprietary intellectual property rights. |
• | Adverse macroeconomic and business conditions may significantly and negatively affect the self-storage and commercial market, which could have a negative effect on our business and therefore our results of operations. |
• | Rising operating expenses for our customers could indirectly reduce our cash flow and funds available for future distributions. |
• | Certain of our customers have negotiating leverage, which may require that we agree to terms and conditions that result in increased cost of sales, decreased revenue, and lower average selling prices and gross margins, all of which could harm our results of operations. |
• | Privacy concerns could result in regulatory changes that may harm our business. |
• | Extensive environmental regulation to which we are subject creates uncertainty regarding future environmental expenditures and liabilities. |
• | Our only significant asset is ownership of Janus’s business through our ownership interest in Midco. If Janus’s business is not profitably operated, Group may be unable to pay us dividends or make distributions or loans to enable us to pay any dividends on our Common Stock or satisfy our other financial obligations. |
• | Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Common Stock and could entrench management. |
• | Our amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders. |
• | We have and will continue to incur increased costs and obligations as a result of being a public company. |
• | As a public reporting company, we are subject to rules and regulations established from time to time by the SEC and NYSE regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner. |
• | We may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interest in us and may depress the market price of our Common Stock. |
• | If our performance does not meet market expectations, the price of our securities may decline. |
• | The unaudited pro forma condensed combined financial information included in this prospectus may not be indicative of what our actual financial position or results of operations would have been. |
• | Our ability to successfully operate the Company’s business depends largely upon the efforts of certain key personnel, including Janus’s executive officers. The loss of such key personnel could adversely affect the operations and profitability of our business. |
• | The Company’s ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for our common stock. |
• | Future sales of Common Stock issued to the Selling Stockholders may reduce the market price of the Common Stock that you might otherwise obtain. |
• | We may be substantially influenced by CCG, whose interests may conflict with yours. The concentrated ownership of our Common Stock could prevent you and other shareholders from influencing significant decisions. |
• | The Company’s amended and restated certificate of incorporation renounced any interest or expectancy that the Company has in corporate opportunities that may be presented to the Company’s officers, directors, or shareholders or their respective affiliates, other than those officers, directors, shareholders, or affiliates who are the Company’s or the Company’s subsidiaries’ employees. As a result, these persons are not required to offer certain business opportunities to the Company and may engage in business activities that compete with the Company. |
• | If employees violate our policies or we fail to maintain adequate record-keeping and internal accounting practices to accurately record our transactions, we may be subject to regulatory sanctions. |
• | We have identified material weaknesses in our internal control over financial reporting as of April 2, 2022. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. |
• | The restatement of our interim financial statements has subjected us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings. |
Issuer |
Janus International Group, Inc. | |
Shares of Common Stock Offered by the Selling Stockholders |
Up to 114,045,400 shares (including 10,150,000 shares issuable upon exercise of Warrants). | |
Warrants Offered by the Selling Stockholders |
10,150,000 Warrants. | |
Shares of Common Stock Outstanding |
146,561,762 shares (as of June 7, 2022). | |
Use of Proceeds |
We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders. With respect to the shares of Common Stock underlying the Warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such Warrants to the extent such Warrants are exercised for cash. We intend to use any such proceeds for general corporate purposes. See “Use of Proceeds.” | |
Market for Common Stock and Warrants |
Our Common Stock is currently traded, and the Public Warrants were previously traded prior to redemption, on the New York Stock Exchange under the symbols “JBI” and “JBI WS,” respectively. | |
Risk Factors |
See “ Risk Factors |
• | changes adversely affecting the business in which we are engaged; |
• | geopolitical risk and changes in applicable laws or regulations; |
• | the possibility that Janus may be adversely affected by other economic, business, and/or competitive factors; |
• | operational risk; |
• | the possibility that the COVID-19 pandemic, or another major disease, disrupts Janus’s business; |
• | our ability to maintain the listing of our securities on a national securities exchange; |
• | litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Janus’s resources; and |
• | other risks and uncertainties, including those described in this prospectus under the heading “ Risk Factors |
• | increase the number of customers; |
• | further improve the quality of our products and service offerings, and introduce high-quality new products; |
• | timely adjust expenditures in relation to changes in demand for the underlying products and services offered; |
• | maintain brand recognition and effectively leverage our brand; and |
• | attract and retain management and other skilled personnel for our business. |
• | provisions that authorize the board of directors of the Company (the “Board”), without action by our stockholders, to authorize by resolution the issuance of shares of preferred stock and to establish the number of shares to be included in such series, along with the preferential rights determined by the Board; provided that, the Board may also, subject to the rights of the holders of preferred stock, authorize shares of preferred stock to be increased or decreased by the approval of the Board and the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the corporation; |
• | provisions that impose advance notice requirements and other requirements and limitations on the ability of stockholders to propose matters for consideration at stockholder meetings; and |
• | a staggered board whereby our directors are divided into three classes, with each class subject to retirement and reelection once every three years on a rotating basis. |
• | our existing stockholders’ proportionate ownership interest will decrease; |
• | the amount of cash available per share, including for payment of dividends in the future, may decrease; |
• | the relative voting strength of each previously outstanding share of common stock may be diminished; and |
• | the market price of our Common Stock may decline. |
• | actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to it; |
• | changes in the market’s expectations about its operating results; |
• | success of competitors; |
• | our operating results failing to meet market expectations in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning us or the self-storage and commercial industry and market in general; |
• | operating and stock price performance of other companies that investors deem comparable to us; |
• | our ability to market new and enhanced products on a timely basis; |
• | changes in laws and regulations affecting our business; |
• | commencement of, or involvement in, litigation involving us; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our Common Stock available for public sale; |
• | any significant change in the Board or management; |
• | sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism. |
• | the election of the Board and the appointment and removal of our officers; |
• | mergers and other business combination transactions requiring stockholder approval, including proposed transactions that would result in our stockholders receiving a premium price for their shares; |
• | certain customary negative consent rights in connection with a change in control; and |
• | amendments to our certificate of incorporation or increases or decreases in the size of the Board. |
Ownership |
Shares Outstanding |
% |
||||||
Janus Midco, LLC unitholders |
70,270,400 | 51.5 | % | |||||
Public stockholders |
41,113,850 | 30.1 | % | |||||
PIPE Investors |
25,000,000 | 18.4 | % | |||||
|
|
|
|
|||||
Total |
136,384,250 |
100.0 |
% |
Janus Midco, LLC Twelve Month Ended January 1, 2022 |
Juniper Industrial Holdings, Inc. Three Month Ended March 31, 2021 |
Reclassification Adjustments |
Transaction Accounting Adjustments |
Pro Forma Combined |
||||||||||||||||
Sales of product |
$ | 619,967,424 | $ | — | $ | — | $ | — | $ | 619,967,424 | ||||||||||
Sales of services |
130,182,142 | — | — | — | 130,182,142 | |||||||||||||||
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|
|||||||||||
Total revenue |
750,149,566 |
— | — | — | 750,149,566 |
|||||||||||||||
Cost of Sales |
498,786,846 |
— | — | — | 498,786,846 |
|||||||||||||||
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|
|||||||||||
GROSS PROFIT |
251,362,720 |
— | — | — | 251,362,720 |
|||||||||||||||
OPERATING EXPENSE |
||||||||||||||||||||
Selling and marketing |
46,294,592 | — | — | — | 46,294,592 | |||||||||||||||
General and administrative |
111,980,992 | 2,641,049 | 50,000 | (E) |
— | 114,672,041 | ||||||||||||||
Contingent consideration and earnout fair value adjustments |
686,700 | — | — | — | 686,700 | |||||||||||||||
Franchise tax expense |
— | 50,000 | (50,000 | ) (E) |
— | — | ||||||||||||||
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|
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|
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|
|
|
|||||||||||
Operating Expenses |
158,962,284 |
2,691,049 |
— | — | 161,653,333 |
|||||||||||||||
INCOME (LOSS) FROM OPERATIONS |
92,400,436 |
(2,691,049 |
) |
— | — | 89,709,387 |
||||||||||||||
Interest Expense |
(32,876,134 | ) | — | — | 1,413,542 | (C) |
(31,462,592 | ) | ||||||||||||
Change in fair value of derivative warrant liabilities |
(5,917,764 | ) | (27,471,500 | ) | — | 15,697,500 | (G) |
(17,691,764 | ) | |||||||||||
Other income (expense) |
(3,323,717 | ) | — | — | — | (3,323,717 | ) | |||||||||||||
Interest income in operating account |
— | 45 | — | (45 | ) (D) |
— | ||||||||||||||
Interest earned on marketable securities held in Trust Account |
— | 34,479 | — | (34,479 | ) (A) |
— | ||||||||||||||
Unrealized gain on marketable securities held in Trust Account |
— | 1,704 | — | (1,704 | ) (B) |
— | ||||||||||||||
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|
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Other Expense, net |
(42,117,615 |
) |
(27,435,272 |
) |
— |
17,074,814 |
(52,478,073 |
) | ||||||||||||
Income (Loss) Before Taxes |
50,282,821 |
(30,126,321 |
) |
— |
17,074,814 |
37,231,314 |
||||||||||||||
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|
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Provision (Benefit) for Income Taxes |
6,481,357 | (4,350 | ) | — | 387,176 | (F) |
6,864,183 | |||||||||||||
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|
|||||||||||
NET INCOME (LOSS) |
$ |
43,801,464 |
$ | (30,121,971 | ) | — | $ | 16,687,638 | $ |
30,367,131 |
||||||||||
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|
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Other Comprehensive Loss |
(721,838 |
) |
— | — | — | (721,838 |
) | |||||||||||||
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|
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Comprehensive Income (loss) |
$ |
43,079,626 |
$ | (30,121,971 | ) | — | $ | 16,687,638 | $ |
29,645,293 |
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Weighted-average shares outstanding, basic and diluted |
||||||||||||||||||||
Basic |
107,875,018 | 136,384,250 | ||||||||||||||||||
Diluted |
108,977,811 | 136,384,250 | ||||||||||||||||||
Net income per share, basic and diluted |
||||||||||||||||||||
Basic |
$ | 0.41 | $ | 0.22 | ||||||||||||||||
Diluted |
$ | 0.40 | $ | 0.22 | ||||||||||||||||
Weighted average shares outstanding of Class A Common Stock |
34,500,000 | |||||||||||||||||||
Basic and diluted net loss per share, class A |
$ | (0.70 | ) | |||||||||||||||||
Weighted average shares outstanding of Class B Common Stock |
8,625,000 | |||||||||||||||||||
Basic and diluted net loss per share, class B |
(0.70 | ) |
• | Midco equityholders have the majority ownership and voting rights in the Combined Company. The relative voting rights is equivalent to equity ownership (each share of common stock is one vote). JIH shareholders (IPO investors, founders, PIPE investors) hold 49.2% voting interest compared to Midco’s 50.8% voting interest. |
• | The board of directors of the Combined Company is composed of nine directors, with Midco equity holders having the ability to elect or appoint a majority of the board of directors in the Combined Company. |
• | Midco’s senior management are the senior management of the Combined Company. |
• | The Combined Company has assumed the Janus name. |
• | Janus’ audited Consolidated Statement of Operations and Comprehensive Income for the year ended January 1, 2022 and the related notes for the year ended January 1, 2022; and |
• | JIH’s unaudited statement of operations for the three months ended March 31, 2021 and the related notes for the three months end March 31, 2021. |
• | Business Overview: This section provides a general description of our business, and a discussion of management’s general outlook regarding market demand, our competitive position and product innovation, as well as recent developments we believe are important to understanding our results of operations and financial condition or in understanding anticipated future trends. |
• | Basis of Presentation: This section provides a discussion of the basis on which our unaudited and audited consolidated financial statements were prepared. |
• | Results of Operations: This section provides an analysis of our unaudited results of operations for the three months ended April 2, 2022 and March 27, 2021, respectively, and 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 unaudited cash flows for the three months ended April 2, 2022 and March 27, 2021, respectively, and 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 April 2, 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. |
Three Months Ended |
Variance |
|||||||||||||||
April 2, 2022 |
March 27, 2021 |
$ |
% |
|||||||||||||
Total Revenue |
$ | 229,520 | $ | 152,824 | $ | 76,696 | 50.2 | % | ||||||||
Adjusted EBITDA |
$ | 44,667 | $ | 32,614 | $ | 12,053 | 37.0 | % | ||||||||
Adjusted EBITDA (% of revenue) |
19.5 | % | 21.3 | % | (1.8 | )% |
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 | )% |
• | the three months ended April 2, 2022 compared to the three months ended March 27, 2021; and |
• | year ended January 1, 2022 compared to the year ended December 26, 2020. |
Three Months Ended |
Variance | |||||||||||||||
April 2, 2022 |
March 27, 2021 |
$ |
% |
|||||||||||||
REVENUE |
||||||||||||||||
Sales of products |
$ | 197,306 | $ | 121,696 | $ | 75,610 | 62.1 | % | ||||||||
Sales of services |
32,214 | 31,128 | 1,086 | 3.5 | % | |||||||||||
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|
|
|||||||||
Total revenue |
$ | 229,520 | $ | 152,824 | $ | 76,696 | 50.2 | % | ||||||||
Cost of Sales |
152,950 | 99,531 | 53,419 | 53.7 | % | |||||||||||
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|
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GROSS PROFIT |
$ | 76,570 | $ | 53,293 | $ | 23,277 | 43.7 | % | ||||||||
OPERATING EXPENSE |
||||||||||||||||
Selling and marketing |
13,349 | 9,458 | 3,891 | 41.1 | % | |||||||||||
General and administrative |
28,106 | 19,586 | 8,520 | 43.5 | % | |||||||||||
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|
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Operating Expenses |
$ | 41,455 | $ | 29,044 | $ | 12,411 | 42.7 | % | ||||||||
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|
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INCOME FROM OPERATIONS |
$ | 35,115 | $ | 24,249 | $ | 10,866 | 44.8 | % | ||||||||
Interest expense |
(8,775 | ) | (8,126 | ) | (649 | ) | 8.0 | % | ||||||||
Other expense |
(28 | ) | (1,559 | ) | 1,531 | (98.2 | )% | |||||||||
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Other Expense, Net |
$ | (8,804 | ) | $ | (9,685 | ) | $ | 881 | (9.1 | )% | ||||||
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|
|||||||||
INCOME BEFORE TAXES |
$ | 26,311 | $ | 14,564 | $ | 11,747 | 80.7 | % | ||||||||
Provision (benefit) for Income Taxes |
6,607 | (155 | ) | 6,762 | (4362.6 | )% | ||||||||||
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|
|||||||||
NET INCOME |
$ | 19,704 | $ | 14,719 | $ | 4,985 | 33.9 | % | ||||||||
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|
Three Months Ended |
Revenue Variance Breakdown |
|||||||||||||||||||||||||||
April 2, 2022 |
March 27, 2021 |
Variance |
Variance % |
Domestic Acquisitions |
Organic Growth |
Organic Growth % |
||||||||||||||||||||||
Sales of products |
$ | 197,306 | $ | 121,696 | $ | 75,610 | 62.1 | % | $ | 20,378 | $ | 55,232 | 45.4 | % | ||||||||||||||
Sales of services |
32,214 | 31,128 | 1,086 | 3.5 | % | 1,698 | (612 | ) | (2.0 | )% | ||||||||||||||||||
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|
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Total |
$ |
229,520 |
$ |
152,824 |
$ |
76,696 |
50.2 |
% |
$ |
22,076 |
$ |
54,620 |
35.7 |
% | ||||||||||||||
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|
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|
|
Three Months Ended |
Three Months Ended |
Variance | ||||||||||||||||||||||
April 2, 2022 |
% of sales |
March 27, 2021 |
% of sales |
$ |
% |
|||||||||||||||||||
New Construction - Self Storage |
$ | 81,001 | 35.3 | % | $ | 56,117 | 36.7 | % | $ | 24,884 | 44.3 | % | ||||||||||||
R3 - Self Storage |
67,328 | 29.3 | % | 42,990 | 28.1 | % | 24,338 | 56.6 | % | |||||||||||||||
Commercial and Other |
81,191 | 35.4 | % | 53,717 | 35.1 | % | 27,474 | 51.1 | % | |||||||||||||||
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|
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Total |
$ |
229,520 |
100.0 |
% |
$ |
152,824 |
100.0 |
% |
$ |
76,696 |
50.2 |
% | ||||||||||||
|
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|
|
|
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|
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|
Three Months Ended |
Cost of Sales Variance Breakdown | |||||||||||||||||||||||||||
April 2, 2022 |
March 27, 2021 |
Variance |
Variance % |
Domestic Acquisitions |
Organic Growth |