Janus International Group Post-effective amendment to a registration statement that is not immediately effective upon filing

Post-effective amendment to a registration statement that is not immediately effective upon filing

Business Combinations (Tables)

Business Combinations (Tables)

12 Months Ended

Jan. 01, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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


Fair Value of Consideration Transferred
Cash	$	9,383
Hold Back Liability		950

Total Fair Value of Consideration Transferred	$	10,333

Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed
Cash		169
Accounts receivable		1,101
Other current assets		103
Property and equipment		197
Identifiable intangible assets
Customer relationships		2,470
Backlog		280
Trademark		1,450
Recognized amounts of identifiable liabilities assumed
Accounts payable		(473	)
Accrued expenses		(152	)
Other liabilities		(1,396	)

Total identifiable net assets	$	3,749

Goodwill	$	6,584

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


Fair Value of Consideration Transferred
Cash	$	169,173

Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed
Cash		208
Accounts receivable		8,502
Inventories		9,075
Property and equipment		7,803
Other assets		29
Identifiable intangible assets
Customer relationships		26,320
Backlog		3,130
Trademark		20,850
Recognized amounts of identifiable liabilities assumed
Accounts payable		(8,012	)
Accrued expenses		(571	)
Other liabilities		(887	)

Total identifiable net assets	$	66,446

Goodwill	$	102,727

The following table summarizes the consideration paid for SSA and the amounts of the assets acquired and liabilities assumed at the acquisition date.


Fair Value of Consideration Transferred	2020

Cash Plus Restricted Cash to be Provided to the Seller	$	6,538

Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed
Cash		1,516
Accounts receivable		1,353
Inventories		393
Prepaid expenses and other current assets		629
Property and equipment		378
Identifiable intangible assets
Customer relationships		2,347
Noncompete		120
Other assets		11
Recognized amounts of identifiable liabilities assumed
Accounts payable		(1,280	)
Accrued expenses		(679	)
Other liabilities		(652	)

Total identifiable net assets	$	4,136

Deferred tax liability

Goodwill	$	2,402

The

following table summarizes the consideration paid for BETCO and the amounts of the assets acquired and liabilities assumed at the acquisition date.


Fair value of consideration transferred	2019
Cash	$	42,085
Contingent Consideration		4,600
Total Consideration	$	46,685
Recognized amounts of identifiable assets acquired
Cash	$	2,727
Accounts receivable		1,034
Inventories		4,031
Prepaid expenses and other current assets		342
Property and equipment		3,628

Identifiable intangible assets
Customer relationships		20,200
Trademark		5,400
Backlog		3,800
Other assets		6
Recognized amounts of identifiable liabilities assumed
Accounts payable		(1,937	)
Accrued expenses		467
Other liabilities		(8,593	)
Total identifiable net assets	$	30,181
Deferred tax liability	$	(6,181	)
Goodwill	$	22,685

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:


	Fair Value		Useful Lives
Customer Relationships	$	2,470		15 Years
Backlog		280		3 Months
Trade Name		1,450		Indefinite

Identifiable Intangible Assets	$	4,200


	Fair Value		Useful Lives
Customer Relationships	$	26,320		10 Years
Backlog		3,130		4 Months
Trade Name		20,850		Indefinite

Identifiable Intangible Assets	$	50,300

Schedule of Pro Forma Information

The amounts of revenue and net income of ACT included in the results from the transaction date of August 31, 2021 through January 1, 2022 are as follows:


	Periods from September 1, 2021 through January 1, 2022
	Periods from September 1, 2021 through January 1, 2022
Revenue	$	3,572
Net Income		(869	)


	Periods from August 18, 2021 through January 1, 2022
	Periods from August 18, 2021 through January 1, 2022

Revenue	$	33,037
Net Income		2,820


	Year Ended
	January 1, 2022		December 26, 2020
Revenue	$	809,647	$	637,239
Net Income		44,574		59,232

The amounts of revenue and net loss of BETCO included in the results from the transaction date of March 1, 2019 through December 28, 2019 are as follows:


	Periods from March 1, 2019 through December 28, 2019
Revenue	$	50,468
Net Income (loss)		(464	)

The following unaudited pro forma information has been prepared as if the BETCO acquisition had taken place on January 1, 2019. The Company prepared the table based on certain estimates and assumptions. These estimates and assumptions were made solely for the purposes of developing such unaudited pro forma information and have not been adjusted to provide period over period comparability.


	Year Ended December 28, 2019
Revenue	$	574,284
Net Income (loss)	$	35,777