Quarterly report pursuant to Section 13 or 15(d)

Business Combination

v3.21.2
Business Combination
9 Months Ended
Sep. 25, 2021
Business Combinations [Abstract]  
Business Combination Disclosure
9.
Business
Combinations
Access Control Technologies, LLC Acquisition
On August 31, 2021, Janus Core acquired 100%
of the equity
interests
of ACT and all assets and certain liabilities of Phoenix for total
 
consideration of approximately $10,733,000 which was comprised of
approximately
 
$9,383,000
of cash
plus $1,350,000
of hold back liability. The hold back liability will be trued up and settled upon the finalization of the closing statement.
The assets and liabilities of the acquisitions have been recorded based upon management’s estimates of their fair market values as of each respective date of acquisition. 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
  
 
9,383,460
 
Hold Back Liability
  
 
1,350,000
 
 
  
 
 
 
Total Fair Value of Consideration Transferred
  
$
10,733,460
 
 
  
 
 
 
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed
  
     
Cash
  
 
169,485
 
Accounts receivable
  
 
1,100,533
 
Other current assets
  
 
102,521
 
Property and equipment
  
 
196,561
 
Identifiable intangible assets
  
     
Customer relationships
  
 
2,470,000
 
Backlog
  
 
280,000
 
Trademark
  
 
1,450,000
 
Recognized amounts of identifiable liabilities assumed
  
     
Accounts payable
  
 
(473,353
Accrued expenses
  
 
(152,191
Other liabilities
  
 
(1,395,911
 
  
 
 
 
Total identifiable net assets
  
 
3,747,645
 
 
  
 
 
 
Goodwill
  
 
6,985,815
 
The fair values of assets acquired and liabilities assumed, including current and noncurrent income taxes payable and deferred taxes, may be subject to change as additional information is received and certain tax returns are finalized. Accordingly, the provisional measurements of fair value of income taxes payable and deferred taxes are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.
The goodwill balance of $6,986,000
is attributable to the expansion of our product offerings and expected synergies of the combined workforce, products and technologies with ACT. All of the goodwill was assigned to the Janus North America segment of the business and is deductible for income tax purposes.
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
  
$
2,470,000
 
  
 
15 Years
 
Backlog
  
 
280,000
 
  
 
3 Months
 
Trade Name
  
 
1,450,000
 
  
 
Indefinite
 
 
  
 
 
 
  
     
Identifiable Intangible Assets
  
$
4,200,000
 
  
     
 
  
 
 
 
  
     
Customer relationships represent the fair values of the underlying relationships with ACT’s customers. Unbilled contracts (“Backlog”) represent the fair value of ACT’s contracts that have yet to be billed. Trade names represent ACT’s trademarks, which consumers associate with the source and quality of the products and services they provide.
The weighted-average amortization of acquired intangibles is 8.8 years
During 2021, the Company incurred approximately $284,000
of third-party acquisition costs. These expenses are included in general and administrative expense in the Company’s Consolidated Statement of Operations and Comprehensive Income for the three and nine months ended September 25, 2021.
The amounts of revenue and net income of ACT included in the results from the transaction date of August 31, 2021 through September 25, 2021 are as follows:
 
 
  
Periods from
September 1, 2021
through September 25,

2021
 
Revenue
  
$
981,976
 
Net Income
  
 
26,038
 
DBCI, LLC Acquisition 
On August 17, 2021, Janus Core acquired 100%
 
of the equity interests of
DBCI
for total cash consideration of approximately
$169,173,000.
 
The assets and liabilities of the acquisitions have been recorded based upon management’s estimates
of
their fair market values as of each respective date of acquisition.
The following tables summarize the fair value 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
  
$
169,172,537 
 
 
  
 
 
 
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed
  
     
Cash
  
 
207,655
 
Accounts receivable
  
 
8,501,810
 
Inventories
  
 
9,075,049
 
Property and equipment
  
 
7,802,720
 
Other assets
     29,280  
Identifiable intangible assets
  
     
Customer relationships
  
 
26,320,000
 
Backlog
  
 
3,130,000
 
Trademark
  
 
20,850,000
 
Recognized amounts of identifiable liabilities assumed
  
     
Accounts payable
  
 
(8,011,998
Accrued expenses
  
 
(571,375
Other liabilities
  
 
(887,271
 
  
 
 
 
Total identifiable net assets
  
 
66,445,870 
 
 
  
 
 
 
Goodwill
  
 
102,726,667
 
 
  
 
 
 
 
  
     
The fair values of assets acquired and liabilities assumed, including current and noncurrent income taxes payable and deferred taxes, may be subject to change as additional information is received and certain tax returns are finalized. Accordingly, the provisional measurements of fair value of income taxes payable and deferred taxes are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.
The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of DBCI and Janus Core. All of the goodwill was assigned to the Janus North America segment and is deductible for income tax purposes.
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
  
$
26,320,000
 
  
 
 
 
  
 
15 Years
 
Backlog
  
 
3,130,000
 
  
 
 
 
  
 
4 Months
 
Trade Name
  
 
20,850,000
 
  
 
 
 
  
 
Indefinite
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Identifiable Intangible Assets
  
$
50,300,000
 
  
 
 
 
       
 
  
 
 
 
  
 
 
 
  
     
Customer relationships represent the fair values of the underlying relationships with DBCI’s customers. Unbilled contracts (“Backlog”) represent the fair value of DBCI’s contracts that have yet to be billed. Trade names represent DBCI’s trademarks, which consumers associate with the source and quality of the products and services they provide.
The weighted-average amortization of acquired intangibles is 7.9 years.
During 2021, the Company incurred approximately $2,685,000
of third-party acquisition costs. These expenses are included in general and administrative expense in the Company’s Consolidated Statement of Operations and Comprehensive Income for the three and nine months ended September 25, 2021.
The amounts of revenue and net income of DBCI included in the Consolidated Statements of Operations and Comprehensive Income from the transaction date of August 1
7
, 2021 through September 25, 2021 are as follows:
 
 
  
Period from August 18,
2021 through
September 25, 2021
 
Revenue
   $ 8,456,455  
Net Income
     565,265  
Pro Forma Financial Information
The following unaudited pro forma information is based on estimates and assumptions that the Company believes to be reasonable. However, this information is not necessarily indicative of the Company’s consolidated results of income in future periods or the results that actually would have been realized had the Company and DBCI and ACT been combined companies during the periods presented. These pro forma results exclude any savings or synergies that would have resulted from these business combinations had they occurred on December 29, 2019. This unaudited pro forma supplemental information includes incremental asset amortization, accounting policy alignment, nonrecurring transaction costs, and other charges as a result of the acquisitions, net of the related tax effects.
The following unaudited pro forma information has been prepared as if the DBCI and ACT acquisitions had taken place on December 29, 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 provided period over period comparability.
 
 
  
Three Months Period Ended
 
  
Nine Months Period Ended
 
 
  
September 25,
 
  
September 26,
 
  
September 25,
 
  
September 26,
 
 
  
2021
 
  
2020
 
  
2021
 
  
2020
 
Revenue
   $ 199,314,429      $ 160,977,239  
 
$
574,135,446
 
 
$
468,372,347
 
Net Income
     17,097,308        19,848,627  
 
 
35,272,653
 
 
 
43,221,338
 
Business Combination with Juniper Industrial Holdings, Inc.
On June 7, 2021, Juniper consummate
d a business combination with Midco pursuant to the Business Combination Agreement. Pursuant to ASC 805, for financial accounting and reporting purposes, Midco was deemed the accounting acquirer and Juniper was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of Midco issuing equity for the net assets of Juniper, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of Midco are the historical financial statements of Janus International Group, Inc. The net assets of Juniper were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and are consolidated with Midco’s financial statements on the Closing Date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination Agreement.
As a result of the Business Combination, Midco’s unitholders received aggregate consideration of approximately $1.2 billion, which consisted of (i) $541.7 million in cash at the closing of the Business Combination and (ii) 70,270,400 shares of common stock valued at $10.00 per share, totaling $702.7 million.
In connection with the closing of the Business Combination, Juniper Industrial Sponsor, LLC (the “Sponsor”) received 2,000,000
shares of Janus’s Common Stock (pro rata among the Sponsor shares and shares held by certain affiliates) (the “Earnout Shares”) contingent upon achieving certain market share price milestone as outlined in the Business Combination Agreement. The vesting of the Earnout Shares occurred automatically as of the close of the trading on June 21, 2021 in accordance with the terms of the Earnout Agreement, entered into by
and between the Company and the Sponsor at the closing of the Transaction. All contingent consideration shares were issued or released during the six months ended June 26, 2021.
Concurrently with the execution and delivery of the Business Combination Agreement, certain institutional accredited investors (the “PIPE Investors”), entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors purchased an aggregate of 25,000,000 shares of Common Stock (the “PIPE Shares”) at a purchase price per share of $10.00 (the “PIPE Investment”). One of the Company’s directors also purchased an aggregate of 1,000,000 of the PIPE Shares as part of the PIPE Investment. The PIPE Investment was closed on June 7, 2021 and the issuance of an aggregate of 25,000,000 shares of Common Stock occurred concurrently with the consummation of the Business Combination.
In connection with the Business Combination, the
Group
incurred direct and incremental costs of approximately $44.5 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional
paid-in
capital as a reduction of proceeds. In addition, the Company incurred $4,468,000 in transaction bonuses paid to key employees and $2,059,000 in
non-cash
share-based compensation expense due to the accelerated vesting of Midco’s legacy share-based compensation pl
a
n.
The transaction bonuses and share-based compensation are included in general and
administrative
expense on our consolidated statement of operations and comprehensive income for nine months ended September 25, 2021.
See Note 10 – “Equity Incentive Plan and Unit Option Plan” for additional information.
G & M Stor-More Pty Ltd Acquisition
On January 19, 2021, the Company, through its wholly owned subsidiary Steel Storage Australia Pty Ltd. acquired 100%
 
of the net assets of G&M for total cash consideration of approximately
$1,739,000. In aggregate,
approximately
 
$814,000 was attributed to intangible assets,
approximately
 
$929,000 was attributable to goodwill, and
approximately
 
$(4,000) was attributable to net liabilities assumed. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from
combining
the operations of the Company and Steel Storage. All of the goodwill was assigned to the Janus International segment of the business and is not deductible for income tax purposes.
The weighted-average amortization of acquired intangibles is 11.6 years.
During 2021, the Company incurred approximately $105,000 of third-party acquisition costs. These expenses are included in general and administrative expense of the Company’s Consolidated Statement of Operations and Comprehensive Income for the nine months ended September 25, 2021.
Pro forma results of operations for this acquisition have not been presented because the historic results of operations for G&M Stor-More Pty Ltd. are not material to the consolidated results of operations in the prior year.