Janus International Group Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Business Combinations

Business Combinations

12 Months Ended

Dec. 28, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Terminal Door Asset Acquisition

On May 17, 2024, the Company, through its wholly owned subsidiary Terminal Door, acquired 100% of the business operations (such transaction, the “T.M.C. Acquisition”) of Smith T.M.C., Inc., a Georgia corporation, Jerry O. Smith Company, LLC, a Georgia limited liability company, and J.O.S. Realty, Inc., a Georgia corporation (collectively, “T.M.C.” or the “T.M.C. Sellers”). Pursuant to the asset purchase agreement for such acquisition, Terminal Door acquired substantially all assets of the T.M.C. Sellers related to the business of trucking terminal renovation, construction, remodeling, and maintenance. The Company accounted for this acquisition as a business combination.

For the year ended December 28, 2024, the Company incurred approximately $1.1 of third-party acquisition costs in connection with the T.M.C. Acquisition. These expenses are included in general and administrative expense in the accompanying Consolidated Statement of Operations and Comprehensive Income.

The following tables summarize the fair value of consideration transferred, the recognized amount of identified assets acquired, and liabilities assumed at the date of acquisition:


(dollar amounts in millions)
Segment	North America
Consideration transferred
Cash paid	$	59.4
Total purchase consideration, net of cash acquired	$	59.4
Recognized amounts of identifiable assets acquired
Accounts receivable	$	2.4
Inventory	0.2
Property and equipment	0.4
Identifiable intangible assets	42.5
Recognized amounts of identifiable liabilities assumed
Accounts payable	(0.4)
Contract liabilities	(0.5)
Total identifiable net assets	44.6
Goodwill	14.8
Total net assets acquired	$	59.4

The Company recognized goodwill related to the T.M.C. Acquisition of $14.8. The goodwill recognized in this acquisition was attributable to the acquired assembled workforce, expected synergies and economies of scale, none of which qualify for recognition as a separate intangible asset. The goodwill is expected to be deductible for tax purposes.

The following table sets forth the components of identifiable intangible assets acquired as of the date of the T.M.C. Acquisition, and the related weighted average amortization period:


(dollar amounts in millions)	Fair Value		Weighted-Average Amortization Period (years)
Customer relationships	$	38.1	15
Tradename	1.7		5
Non-compete agreement	2.7		5
Identifiable intangible assets	$	42.5

Results of Acquired Operations

The results of the acquired operations of Terminal Door have been included in the Consolidated Financial Statements of the Company since the acquisition date of May 17, 2024. For the period from May 17, 2024 through December 28, 2024, Terminal Door contributed revenues of $27.2 and net income of $4.9. Pro forma results of operations for this acquisition have not been presented as the historical results of operations for T.M.C are not material to the consolidated results of operations in the prior years.