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

9 Months Ended

Sep. 25, 2021

Earnings Per Share [Abstract]

Net Income Per Share

15. Net Income Per Share

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

earn-out

consideration.

The following table sets forth the computation of basic and diluted EPS attributable to common stockholders for the three and nine months ended September 25, 2021 and September 26, 2020:


	Three Months Ended					Nine Months Ended
	September 25, 2021			September 26, 2020		September 25, 2021			September 26, 2020
Numerator:
Net income attributable to common stockholders		17,677,742			20,772,994		33,519,770			41,742,492
Adjustment for Warrants—gain on value of private warrants		(3,552,500	)		—		(1,624,000	)		—

Net Income as adjusted		14,125,242			20,772,994		31,895,770			41,742,492

Denominator:
Weighted average number of shares:
Basic		138,384,284			65,875,152		95,179,726			65,773,907
Adjustment for Warrants—Treasury stock method		4,456,508			—		2,648,654			—

Diluted		142,840,792			65,875,152		97,828,380			65,773,907

Basic net income per share attributable to common stockholders	$	0.13		$	0.32	$	0.35		$	0.63
Diluted net income per share attributable to common stockholders	$	0.10		$	0.32	$	0.33		$	0.63