Janus International Group Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Net Income Per Share

Net Income Per Share

6 Months Ended

Jun. 26, 2021

Prior to the Business Combination, and prior to effecting the reverse recapitalization, the Company’s pre-merger LLC membership structure included two classes of units: Class A preferred units and Class B common units. The Class A preferred units were 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. The Class A preferred and Class B common units fully vested at the Business Combination date.

Pursuant to the Restated and Amended Certificate of Incorporation and as a result of the reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to June 7, 2021 to give effect to the exchange ratio used to determine the number of shares of common stock into which they were converted. Basic net income per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include stock purchase warrants and contingently issuable shares attributable to the contingency consideration and earn-out consideration.

The following table sets forth the computation of basic and diluted EPS attributable to common stockholders for the three and six months ended June 26, 2021 and June 27, 2020:



	Three Months Ended				Six Months Ended
	June 26, 2021		June 27, 2020		June 26, 2021		June 27, 2020
	(Restated)				(Restated)
Numerator:
Net income attributable to common stockholders	$	(1,694,147)	$	11,017,468	$	13,024,674	$	20,969,499
Denominator:
Weighted average number of shares:
Basic	81,009,261		65,819,588		73,577,447		66,876,683
Adjustment for Warrants - Treasury stock method	615,235		—		302,404		—
Diluted	81,624,496		65,819,588		73,879,851		66,876,683
Basic net income (loss) per share attributable to common stockholders	$	(0.02)	$	0.17	$	0.18	$	0.31
Diluted net income (loss) per share attributable to common stockholders	$	(0.02)	$	0.17	$	0.18	$	0.31