JBI 8-K
Janus International Group, Inc. (JBI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
| Securities | registered pursuant to Section 12(b) of the Act: |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | JBI | New York Stock Exchange | ||
| Warrants, each to purchase one share of Common Stock | JBI WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and Financial Condition.
On August 10, 2021, Janus International Group, Inc. (the “Company”), issued a press release announcing financial results for the quarter ended June 26, 2021. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is available on the investor relations section of the Company’s website at https://ir.janusintl.com/.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On August 10, 2021, the Company provided an investor presentation that will be made available on the investor relations section of the Company’s website at https://ir.janusintl.com/. The investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press release issued by Janus International Group, Inc. on August 10, 2021. | |
| 99.2 | Investor Presentation, dated August 10, 2021. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 10, 2021
| JANUS INTERNATIONAL GROUP, INC. | ||
| By: | /s/ Scott Sannes | |
| Name: Scott Sannes Title: Chief Financial Officer | ||
Exhibit 99.1
JANUS INTERNATIONAL GROUP REPORTS SECOND QUARTER 2021 FINANCIAL RESULTS
Delivered strong double-digit year over year growth in revenues and Adjusted EBITDA
Completed business combination with Juniper Industrial Holdings and began trading on the New York Stock Exchange
Announced highly strategic acquisition of DBCI, a leading complementary specialty building products solutions provider
TEMPLE, GA, August 10, 2021 – Janus International Group, Inc. (NYSE: JBI) (“Janus” or the “Company”), a leading provider of cutting-edge access control technologies and building product solutions for the self-storage and other commercial and industrial sectors, today announced financial results for the second quarter of 2021.
Second Quarter 2021 Highlights
| • | Revenues of $174.2 million, a 42.5% increase compared to the second quarter of 2020, driven primarily by strong performance in the commercial (69% increase quarter over quarter) and R3 —self storage (62% increase quarter over quarter) sales channels, which was partially bolstered by COVID-related recoveries across all end markets. |
| • | Net income of $1.1 million, a decrease from $11.0 million in the second quarter of 2020. The year over year decrease was driven primarily by costs related to the consummation of the completed business combination, increased raw material, labor and logistics costs and higher income taxes. |
| • | Adjusted net income (defined as net income plus the corresponding add-backs shown in the Adjusted EBITDA reconciliation tables below) of $17.3 million, an increase from $11.3 million in the second quarter of 2020. The year over year increase was driven primarily by higher revenue and lower interest expense, partially offset by increased raw material, labor and logistics costs coupled with higher income tax expense. |
| • | Adjusted EBITDA of $35.9 million, a 26.0% increase compared to the second quarter of 2020, driven by higher revenues, partially offset by inflationary pressures from raw materials, labor, logistics, and strategic investments to support growth. The Company has taken actions to offset the inflationary effects through both commercial and cost containment initiatives. The Company also experienced incremental costs associated with being a public company, keeping employees safe as a result of COVID-19, higher headcount due to strategic investments behind the new Facilitate initiatives, and the continued build out of the Nokē Smart Entry ground game and customer service department. |
| • | Operating cash flow of $44.8 million modestly declined from the second quarter of 2020 reflecting investments in working capital to support the continued growth of the business. |
Ramey Jackson, Chief Executive Officer, stated, “The second quarter of 2021 was a transformative period for Janus, where we executed on our business plan while simultaneously closing our merger with Juniper Industrial Holdings to become a publicly traded company. Our top line and EBITDA growth reflect our strong position in our improving end markets. And while we were impacted by the same inflationary pressures the entire industry has seen in raw material, labor and logistics, Janus has taken actions to offset the inflationary effects through commercial and cost containment initiatives that we expect will positively impact our results over the coming quarters.”
Mr. Jackson continued, “Janus continues to be well positioned with a combination of best in class products in the self-storage industry and an exciting mix of technology-driven new products for further growth. The demand outlook for our products in self-storage and the commercial and industrial markets remains strong.
Now that we are a public company, we are even better positioned to execute on all of these value-enhancing opportunities. We also look to grow via opportunistic M&A, as highlighted by our recently announced agreement to acquire DBCI, a leading provider of steel roll-up doors and building products. We are particularly excited about this acquisition, which is expected to complement our product offerings and begin positively contributing to our results upon its expected closing in the third quarter of 2021.”
2021 Financial Outlook:
Based on the Company’s current business outlook, excluding the DBCI acquisition, Janus is providing the following 2021 guidance:
| • | Revenue in a range of $672 million to $692 million. |
| • | Management Adjusted EBITDA in a range of $156 million to $162 million. |
These preliminary results are derived from preliminary internal financial information and are subject to revision. The estimates set forth above were prepared by the Company’s management and are based upon a number of assumptions. See “Forward-Looking Statements.”
As part of this release, Janus is providing an Adjusted EBITDA reconciliation that compares the company’s previously released outlook (on a “Management Adjusted EBITDA” basis) to the Adjusted EBITDA reported in public filings. Management Adjusted EBITDA excludes sponsor management fees, acquisition expenses, Nokē-related startup costs, and other non-recurring expenses. Beginning in full-year 2022, the company expects there to be minimal ongoing differences between Adjusted EBITDA and Management Adjusted EBITDA and therefore currently anticipates reporting only Adjusted EBITDA for 2022 and beyond.
Conference Call and Webcast
The Company will host a conference call and webcast to review second quarter results, discuss recent events and conduct a question-and-answer session on Tuesday, August 10, 2021, at 10:00 a.m. Eastern time. The live webcast and archived replay of the conference call can be accessed on the Investors section of the Company’s website at www.janusintl.com. For those unable to access the webcast, the conference call will be accessible domestically or internationally, by dialing 1-877-407-0789 or 1-201-689-8562, respectively. Upon dialing in, please request to join the Janus International Group Second Quarter 2021 Earnings Conference Call. To access the replay of the call, dial 1-844-512-2921 (Domestic) and 1-412-317-6671 (International) with pass code 13722239.
About Janus International Group
Janus International Group, Inc. (www.JanusIntl.com) is a global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions, including: roll-up and swing doors, hallway systems, re-locatable storage units and facility and door automation technologies. The Janus team operates out of several U.S. locations and six locations internationally.
Forward Looking Statements
Certain statements in this communication, including the estimated guidance provided under “2021 Financial Outlook” herein, may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this communication are forward-looking statements, including, but not limited to statements regarding Janus’ positioning in the industry to strengthen its pipeline and deliver on its objectives and Janus’ belief regarding the demand outlook for Janus’ products and the strength of the industrials markets. When used in this communication, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to the management team, identify forward-looking statements. Such forward-looking statements are based on the current beliefs of Janus’ management, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements.
In addition to factors previously disclosed in Janus’ reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) risks of the self-storage industry; (ii) the highly competitive nature of the self-storage industry and Janus’ ability to compete therein;; and (iii) the risk that the demand outlook for Janus’ products may not be as strong as anticipated.
There can be no assurance that the events, results, trends or guidance regarding financial outlook identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Janus is not under any obligation and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Janus and is not intended to form the basis of an investment decision in Janus. All subsequent written and oral forward-looking statements concerning Janus or other matters and attributable to Janus or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above and under the heading “Risk Factors” in Janus’ final prospectus filed with the SEC on August 6, 2021 and in Janus’ other filings.
Non-GAAP Financial Measure
Janus uses measures of performance that are not required by or presented in accordance with GAAP in the United States. Non-GAAP financial performance measures are used to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis.
Adjusted EBITDA is a non-GAAP financial measure used by Janus to evaluate its operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. Accordingly, Janus believes Adjusted EBITDA provides useful information to investors and others in understanding and evaluating Janus’ operating results in the same manner as its management and board of directors and in comparison with Janus’ peer group companies. In addition, Adjusted EBITDA provides useful measures for period-to-period comparisons of Janus’ business, as they remove the effect of certain non-recurring events and other non-recurring charges, such as acquisitions, and certain variable or non-recurring charges. Adjusted EBITDA is defined as net income excluding interest expense, income taxes, depreciation expense, amortization, and other non-operational, non-recurring items.
Adjusted EBITDA should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), which is the nearest GAAP equivalent of Adjusted EBITDA. These limitations include that the non-GAAP financial measures: exclude depreciation and amortization, and although these are non-cash expenses, the assets being depreciated may be replaced in the future; do not reflect interest expense, or the cash requirements necessary to service interest on debt, which reduces cash available; do not reflect the provision for or benefit from income tax that may result in payments that reduce cash
available; exclude non-recurring items (i.e., the extinguishment of debt); and may not be comparable to similar non-GAAP financial measures used by other companies, because the expenses and other items that Janus excludes in the calculation of these non-GAAP financial measures may differ from the expenses and other items, if any, that other companies may exclude from these non-GAAP financial measures when they report their operating results. Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with GAAP.
Janus International Group, Inc.
Consolidated Statements of Operations and Comprehensive Income (Loss)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 26, 2021 | June 27, 2020 | June 26, 2021 | June 27, 2020 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| REVENUE |
||||||||||||||||
| Sales of product |
$ | 140,556,306 | $ | 95,425,815 | $ | 262,252,532 | $ | 203,536,725 | ||||||||
| Sales of services |
33,626,083 | 26,803,808 | 64,754,124 | 56,506,693 | ||||||||||||
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| Total revenue |
174,182,389 | 122,229,623 | 327,006,657 | 260,043,418 | ||||||||||||
| Cost of Sales |
114,987,977 | 77,449,920 | 214,518,947 | 167,180,130 | ||||||||||||
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| GROSS PROFIT |
59,194,412 | 44,779,703 | 112,487,710 | 92,863,288 | ||||||||||||
| OPERATING EXPENSE |
||||||||||||||||
| Selling and marketing |
10,382,169 | 7,717,283 | 19,840,296 | 17,977,566 | ||||||||||||
| General and administrative |
34,471,523 | 16,931,440 | 54,057,831 | 34,566,666 | ||||||||||||
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| Operating Expenses |
44,853,692 | 24,648,723 | 73,898,127 | 52,544,232 | ||||||||||||
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| INCOME FROM OPERATIONS |
14,340,720 | 20,130,980 | 38,589,583 | 40,319,056 | ||||||||||||
| Interest expense |
(7,475,727 | ) | (8,737,328 | ) | (15,601,797 | ) | (18,678,476 | ) | ||||||||
| Other income (expense) |
(920,003 | ) | 23,884 | (2,478,869 | ) | 99,211 | ||||||||||
| Change in fair value of derivative warrant liabilities |
(1,928,500 | ) | — | (1,928,500 | ) | — | ||||||||||
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| Other Expense, Net |
(10,324,230 | ) | (8,713,444 | ) | (20,009,166 | ) | (18,579,265 | ) | ||||||||
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| INCOME BEFORE TAXES |
4,016,490 | 11,417,535 | 18,580,417 | 21,739,791 | ||||||||||||
| Provision for Income Taxes |
2,893,283 | 400,067 | 2,738,389 | 770,292 | ||||||||||||
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| NET INCOME |
$ | 1,123,207 | $ | 11,017,468 | $ | 15,842,028 | $ | 20,969,499 | ||||||||
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| Other Comprehensive Income (Loss) |
(37,082 | ) | (226,575 | ) | 273,686 | (3,758,060 | ) | |||||||||
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| COMPREHENSIVE INCOME |
$ | 1,086,125 | $ | 10,790,893 | $ | 16,115,714 | $ | 17,211,439 | ||||||||
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| Net income attributable to common stockholders |
$ | 1,123,207 | $ | 11,017,468 | $ | 15,842,028 | $ | 20,969,499 | ||||||||
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| Weighted-average shares outstanding, basic and diluted (Note 15) |
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| Basic |
81,009,261 | 65,819,588 | 73,577,447 | 66,876,683 | ||||||||||||
| Diluted |
81,624,496 | 65,819,588 | 73,879,851 | 66,876,683 | ||||||||||||
| Net income per share, basic and diluted (Note 15) |
||||||||||||||||
| Basic |
$ | 0.01 | $ | 0.17 | $ | 0.22 | $ | 0.31 | ||||||||
| Diluted |
$ | 0.01 | $ | 0.17 | $ | 0.21 | $ | 0.31 | ||||||||
Janus International Group, Inc.
Consolidated Balance Sheets
| June 26, | December 26, | |||||||
| 2021 | 2020 | |||||||
| (Unaudited) | ||||||||
| ASSETS |
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| Current Assets |
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| Cash |
$ | 15,287,621 | $ | 45,254,655 | ||||
| Accounts receivable, less allowance for doubtful accounts; $3,819,000 and $4,485,000, at June 26, 2021 and December 26, 2020, respectively |
79,557,005 | 75,135,295 | ||||||
| Costs and estimated earnings in excess of billing on uncompleted contracts |
16,614,552 | 11,398,934 | ||||||
| Inventory, net |
36,289,253 | 25,281,521 | ||||||
| Prepaid expenses |
8,443,195 | 5,949,711 | ||||||
| Other current assets |
2,322,802 | 5,192,386 | ||||||
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| Total current assets |
$ | 158,514,428 | $ | 168,212,502 | ||||
| Property and equipment, net |
31,682,826 | 30,970,507 | ||||||
| Customer relationships, net |
297,563,142 | 309,472,398 | ||||||
| Tradename and trademarks |
85,819,442 | 85,597,528 | ||||||
| Other intangibles, net |
16,627,892 | 17,387,745 | ||||||
| Goodwill |
260,275,193 | 259,422,822 | ||||||
| Deferred tax asset |
78,435,843 | — | ||||||
| Other assets |
1,759,222 | 2,415,243 | ||||||
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| Total assets |
$ | 930,677,988 | $ | 873,478,745 | ||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| Current Liabilities |
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| Accounts payable |
$ | 45,316,067 | $ | 29,889,057 | ||||
| Billing in excess of costs and estimated earnings on uncompleted contracts |
21,612,809 | 21,525,319 | ||||||
| Current maturities of long-term debt |
6,346,071 | 6,523,417 | ||||||
| Other accrued expenses |
48,357,979 | 37,164,627 | ||||||
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| Total current liabilities |
$ | 121,632,926 | $ | 95,102,420 | ||||
| Long-term debt, net |
557,574,245 | 617,604,254 | ||||||
| Deferred tax liability |
14,577,682 | 15,268,131 | ||||||
| Derivative warrant liability |
39,077,500 | — | ||||||
| Other long-term liabilities |
2,885,875 | 4,631,115 | ||||||
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| Total liabilities |
$ | 735,748,228 | $ | 732,605,920 | ||||
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| STOCKHOLDERS’ EQUITY |
||||||||
| Common Stock, 825,000,000 shares authorized, $.0001 par value, 138,384,250 and 66,145,633 shares issued and outstanding at June 26, 2021 and December 26, 2020, respectively |
13,838 | 6,615 | ||||||
| Additional paid in capital |
231,406,515 | 189,298,544 | ||||||
| Accumulated other comprehensive income (loss) |
46,526 | (227,160 | ) | |||||
| Accumulated deficit |
(36,537,119 | ) | (48,205,174 | ) | ||||
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| Total stockholders’ equity |
$ | 194,929,760 | $ | 140,872,825 | ||||
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| Total liabilities and stockholders’ equity |
$ | 930,677,988 | $ | 873,478,745 | ||||
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Janus International Group, Inc.
Consolidated Statements of Cash Flows
| Six Months Ended | ||||||||
| June 26, 2021 | June 27, 2020 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash Flows Provided By Operating Activities |
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| Net income |
$ | 15,842,028 | $ | 20,969,499 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities |
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| Depreciation |
2,979,336 | 2,832,701 | ||||||
| Intangible amortization |
13,622,957 | 13,395,767 | ||||||
| Deferred finance fee amortization |
1,486,634 | 1,609,125 | ||||||
| Share based compensation |
2,111,099 | 57,659 | ||||||
| Loss on extinguishment of debt |
2,414,854 | — | ||||||
| Change in fair value of contingent consideration |
686,700 | — | ||||||
| Loss on sale of assets |
43,091 | 18,487 | ||||||
| Change in fair value of derivative warrant liabilities |
1,928,500 | — | ||||||
| Undistributed (earnings) losses of affiliate |
(105,107 | ) | 12,125 | |||||
| Deferred income taxes |
(767,658 | ) | — | |||||
| Changes in operating assets and liabilities |
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| Accounts receivable |
(4,421,710 | ) | 2,114,772 | |||||
| Costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings on uncompleted contracts |
(5,215,618 | ) | 8,717,983 | |||||
| Prepaid expenses and other current assets |
(2,945,823 | ) | (2,498,675 | ) | ||||
| Inventory |
(11,007,730 | ) | (655,990 | ) | ||||
| Accounts payable |
15,393,047 | 441,237 | ||||||
| Other accrued expenses |
14,116,513 | 2,076,616 | ||||||
| Other assets and long-term liabilities |
(1,338,231 | ) | 1,442,694 | |||||
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| Net Cash Provided By Operating Activities |
44,822,882 | 50,534,000 | ||||||
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| Cash Flows Used In Investing Activities |
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| Proceeds from sale of equipment |
79,409 | 6,083 | ||||||
| Purchases of property and equipment |
(3,992,533 | ) | (3,801,552 | ) | ||||
| Cash paid for acquisition, net of cash acquired |
(1,564,957 | ) | (4,592,779 | ) | ||||
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| Net Cash Used In Investing Activities |
(5,478,081 | ) | (8,388,248 | ) | ||||
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| Cash Flows Used In Financing Activities |
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| Distributions to Janus Midco LLC unitholders |
(4,173,973 | ) | (339,982 | ) | ||||
| Principal payments on long-term debt |
(63,238,000 | ) | (4,205,693 | ) | ||||
| Proceeds from merger |
334,873,727 | — | ||||||
| Proceeds from PIPE |
250,000,000 | — | ||||||
| Payments for transaction costs, net |
(44,489,256 | ) | — | |||||
| Payments to Janus Midco, LLC unitholders at the business combination |
(541,710,278 | ) | — | |||||
| Payments for deferred financing fees |
(765,090 | ) | — | |||||
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| Cash Used In Financing Activities |
$ | (69,502,870 | ) | $ | (4,545,675 | ) | ||
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| Effect of exchange rate changes on cash and cash equivalents |
191,035 | (1,091,444 | ) | |||||
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| Net (Decrease) Increase in Cash and Cash Equivalents |
$ | (29,967,034 | ) | $ | 36,508,633 | |||
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| Cash and Cash Equivalents, Beginning of Fiscal Year |
$ | 45,254,655 | $ | 19,905,598 | ||||
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| Cash and Cash Equivalents as of June 26, 2021 and June 27, 2020 |
$ | 15,287,621 | $ | 56,414,231 | ||||
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| Supplemental Cash Flows Information |
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| Interest paid |
$ | 16,847,651 | $ | 12,233,825 | ||||
| Income taxes paid |
$ | 773,608 | $ | 537,810 | ||||
| Fair value of earnout |
$ | 686,700 | $ | — | ||||
| Fair value of warrants |
$ | 1,928,500 | $ | — | ||||
Janus International Group, Inc.
Reconciliation of Net Income to Adjusted EBITDA
| Three Months | ||||||||||||||||
| Period ended June 26, 2021 |
Period ended June 27, 2020 |
Variance | ||||||||||||||
| $ | % | |||||||||||||||
| Net Income |
$ | 1,123,207 | $ | 11,017,468 | $ | (9,894,262 | ) | (89.8 | )% | |||||||
| Interest Expense |
7,475,727 | 8,737,328 | (1,261,601 | ) | (14.4 | )% | ||||||||||
| Income Taxes |
2,893,283 | 400,067 | 2,493,216 | 623.2 | % | |||||||||||
| Depreciation |
1,506,337 | 1,402,779 | 103,558 | 7.4 | % | |||||||||||
| Amortization |
6,790,812 | 6,686,217 | 104,595 | 1.6 | % | |||||||||||
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| EBITDA |
$ | 19,789,366 | $ | 28,243,859 | $ | (8,454,494 | ) | (29.9 | )% | |||||||
| Loss (gain) on extinguishment of debt(2) |
993,562 | — | 993,562 | — | % | |||||||||||
| COVID-19 related expenses(3) |
12,808 | 265,738 | (252,930 | ) | (95.2 | )% | ||||||||||
| Transaction related expenses(4) |
10,398,423 | — | 10,398,423 | — | % | |||||||||||
| Facility relocation(5) |
50,692 | — | 50,692 | — | % | |||||||||||
| Share-based compensation(6) |
2,059,223 | — | 2,059,223 | — | % | |||||||||||
| Change in fair value of contingent consideration(7) |
686,700 | — | 686,700 | — | % | |||||||||||
| Change in fair value of derivative warrant liabilities(8) |
1,928,500 | — | 1,928,500 | — | % | |||||||||||
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| Adjusted EBITDA |
$ | 35,919,274 | $ | 28,509,597 | $ | 7,409,676 | 26.0 | % | ||||||||
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| Six Months | ||||||||||||||||
| Period ended June 26, 2021 |
Period ended June 27, 2020 |
Variance | ||||||||||||||
| $ | % | |||||||||||||||
| Net Income |
$ | 15,842,028 | $ | 20,969,499 | $ | (5,127,471 | ) | (24.5 | )% | |||||||
| Interest Expense |
15,601,797 | 18,678,476 | (3,076,679 | ) | (16.5 | )% | ||||||||||
| Income Taxes |
2,738,389 | 770,292 | 1,968,097 | 255.5 | % | |||||||||||
| Depreciation |
2,979,336 | 2,832,701 | 146,635 | 5.2 | % | |||||||||||
| Amortization |
13,622,957 | 13,395,767 | 227,190 | 1.7 | % | |||||||||||
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| EBITDA |
$ | 50,784,507 | $ | 56,646,735 | $ | (5,862,228 | ) | (10.3 | )% | |||||||
| BETCO transition fee(1) |
— | 15,000 | (15,000 | ) | (100.0 | )% | ||||||||||
| Loss (gain) on extinguishment of debt(2) |
2,414,854 | — | 2,414,854 | — | % | |||||||||||
| COVID-19 related expenses(3) |
209,263 | 265,738 | (56,475 | ) | (21.3 | )% | ||||||||||
| Transaction related expenses(4) |
10,398,423 | — | 10,398,423 | — | % | |||||||||||
| Facility relocation(5) |
67,645 | — | 67,645 | — | % | |||||||||||
| Share-based compensation(6) |
2,059,223 | — | 2,059,223 | — | % | |||||||||||
| Change in fair value of contingent consideration(7) |
686,700 | — | 686,700 | — | % | |||||||||||
| Change in fair value of derivative warrant liabilities(8) |
1,928,500 | 1,928,500 | — | % | ||||||||||||
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| Adjusted EBITDA |
$ | 68,549,115 | $ | 56,927,473 | $ | 11,621,642 | 20.4 | % | ||||||||
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| (1) | Retainer fee paid to former BETCO owner, during the transition to a new President to run the business and related one-time-consulting fee. |
| (2) | Adjustment for loss (gain) on extinguishment of debt regarding the write off of unamortized fees and third-party fees as a result of the debt modification completed in February 2021 and the prepayment of debt in the amount of $61.6 million that occurred on June 7, 2021 in conjunction with the Business Combination. See Liquidity and Capital Resources section. |
| (3) | Expenses which are one-time and non-recurring related to the COVID-19 pandemic. See Impact of COVID-19 section. |
| (4) | Transaction related expenses incurred as a result of the Business Combination on June 7, 2021 which consist of employee bonuses and the transaction cost allocation. |
| (5) | Expenses related to the facility relocation for Steel Storage. |
| (6) | Share-based compensation expense associated with Midco, LLC Class B Common units that fully vested at the date of the Business Combination. |
| (7) | Adjustment related to the change in fair value of contingent consideration related to the earnout of the 2,000,000 common stock shares that were issued and released on June 21, 2021. |
| (8) | Adjustment related to the change in fair value of derivative warrant liabilities for the private placement warrants. |
Janus International Group, Inc.
Adjusted EBITDA to Management Adjusted EBITDA Reconciliation
(In millions)
| Twelve Months Ended | Three Months Ended | Twelve Months Ended | Three Months Ended | Twelve Months Ended | ||||||||||||||||||||||||
| June 26, 2021 | June 26, 2021 | March 27, 2021 | March 27, 2021 | December 26, 2020 | December 28, 2019 |
December 29, 2018 | ||||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||
| Net Income |
$ | 51.1 | $ | 1.1 | $ | 62.7 | $ | 14.7 | $ | 56.8 | $ | 34.3 | $ | 7.6 | ||||||||||||||
| Interest Expense |
32.9 | 7.5 | 34.2 | 8.1 | 36.0 | 42.6 | 34.5 | |||||||||||||||||||||
| Tax Expense/ (Benefit) (1) |
4.6 | 2.9 | 2.0 | (0.2 | ) | 2.1 | — | 1.8 | ||||||||||||||||||||
| Depreciation and Amortization |
33.4 | 8.3 | 31.7 | 8.3 | 32.9 | 41.1 | 63.7 | |||||||||||||||||||||
| EBITDA Adjustments (2) |
15.9 | 16.1 | 0.5 | 1.6 | (1.6 | ) | 4.3 | 6.5 | ||||||||||||||||||||
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| Non-GAAP Adjusted EBITDA (3) |
138.0 | 35.9 | 131.1 | 32.6 | 126.2 | 122.3 | 114.1 | |||||||||||||||||||||
| Management Fee (4) |
7.3 | 1.2 | 7.7 | 1.8 | 7.6 | 7.4 | 6.1 | |||||||||||||||||||||
| Acquisition Expense (5) |
1.2 | 1.0 | 0.2 | — | 0.3 | 1.1 | 4.2 | |||||||||||||||||||||
| Non-Recurring Other (6) |
3.6 | 0.4 | 4.0 | 0.3 | 5.2 | 6.0 | — | |||||||||||||||||||||
| Noke Startup (7) |
4.6 | 1.3 | 4.4 | 1.2 | 4.2 | 3.5 | — | |||||||||||||||||||||
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| Management Adjusted EBITDA |
$ | 154.6 | $ | 39.8 | $ | 147.4 | $ | 36.0 | $ | 143.5 | $ | 140.3 | $ | 124.4 | ||||||||||||||
| (1) | Prior to the SPAC Merger, Janus was registered as an LLC (pass-through tax entity) |
| (2) | Refer to SEC public filings Non-GAAP Financial Measures Section for detailed breakout |
| (3) | Reconciles to SEC reported Adjusted EBITDA |
| (4) | Quarterly management fee paid to unitholders |
| (5) | Transaction expenses associated with recent acquisitions |
| (6) | Consists of other non-recurring items such as professional services and other one-time expenses |
| (7) | One-time expenses associated with Nokē Smart Entry product launch |
Investor Contacts, Janus
Rodny Nacier / Dan Scott
(770) 562-6399
Media Contacts, Janus
Bethany Morehouse
Marketing Content Manager, Janus International
770-746-9576
Margot Olcay, ICR
Exhibit 99.2
SECOND QUARTER 2021 EARNINGS PRESENTATION August 10, 2021
FORWARD LOOKING STATEMENTS Certain statements in this communication may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this communication are forward-looking statements, including, but not limited to statements regarding the anticipated synergies and other benefits of the transaction. When used in this communication, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to the management team, identify forward-looking statements. Such forward-looking statements are based on the current beliefs of Janus’s management, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. In addition to factors previously disclosed in Janus’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) risks of the self-storage industry; (ii) the highly competitive nature of the self-storage industry and Janus’s ability to compete therein; (iii) litigation, complaints, and/or adverse publicity; (iv) cyber incidents or directed attacks that could result in information theft, data corruption, operational disruption and/or financial loss; (v) the risk that the transaction will not close, (vi) the risk that the benefits of the transaction may not materialize to the extent anticipated and (vii) the risk that the demand outlook for Janus’s products may not be as strong as anticipated. There can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Janus is not under any obligation and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Janus and is not intended to form the basis of an investment decision in Janus. All subsequent written and oral forward-looking statements concerning Janus or other matters and attributable to Janus or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above and under the heading “Risk Factors” in Janus’s final prospectus filed with the SEC on August 6, 2021 and in Janus’s other filings. 2
AGENDA Business Financial Overview & Outlook Overview Scott Sannes Ramey Jackson Chief Financial Officer Chief Executive Officer 3
Q2 2021 Results Overview • Revenues up 42.5% YoY, driven by strong performance in the Commercial and R3 sales channels coupled with the COVID-impacted 2020 results. • Adj. EBITDA of $35.9 million, up 26% versus the year ago quarter, driven by higher revenues partially offset by inflationary cost increases coupled with Revenue Adj. EBITDA1 strategic investments to support the ongoing growth $174.2M $35.9M of the business. • Adj. EBITDA margin2 of 20.6%, down from 23.3% in the 2020 quarter driven by inflationary pressures from raw materials, labor and logistics coupled with incremental pubic company costs and investments to support strategic growth. • Adjusted EPS of $0.21, which compares favorably to the Adjusted EPS of $0.17 in the second quarter Adj. EPS1 OCF of 2020. $0.21 $44.8M • Cash flow from operations of $44.8 million modestly down from $50.5 million in the 2020 quarter reflective of working capital investments to support the continued growth of the business. 1. Adjusted EBITDA and Adjusted EPS are not financial measures determined in accordance with GAAP. For a definition of these metrics and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please see the company’s latest filings with the SEC. 2. Adjusted EBITDA margin calculated as Adjusted EBITDA / Net Revenues. 4
SECOND QUARTER FINANCIAL HIGHLIGHTS Q2 Q2 YoY 2021 2020 Change Revenue $174.2M $122.2M 42.5% Strong Top Line Adj. EBITDA $35.9M $28.5M 26.0% Growth with Some Inflationary Cost Adj. EBITDA Margin Pressure and 20.6% 23.3% (2.7)% Strategic Net Income Investments $1.1M $11.0M (90.0)% OCF $44.8M $50.5M (11.3)% 5
EBITDA Reconciliation Bridge Janus International Group, Inc. Adjusted EBITDA to Management Adjusted EBITDA Reconciliation LTM June 2021 Q2 2021 LTM Mar 2021 Q1 2021 FY2020A FY2019A FY2018A Net Income $ 51.1 $ 1.1 $ 62.7 $ 14.7 $ 56.8 $ 34.3 $ 7.6 Interest Expense 32.9 7.5 34.2 8.1 36.0 42.6 34.5 Tax Expense/ (Benefit) (1) 4.6 2.9 2.0 (0.2) 2.1 ? 1.8 Depreciation and Amortization 33.4 8.3 31.7 8.3 32.9 41.1 63.7 EBITDA Adjustments (2) 15.9 16.1 0.5 1.6 (1.6) 4.3 6.5 Non?GAAP Adjusted EBITDA (3) $ 138.0 $ 35.9 $ 131.1 $ 32.6 $ 126.2 $ 122.3 $ 114.1 Management Fee (4) 7.3 1.2 7.7 1.8 7.6 7.4 6.1 Acquisition Expense (5) 1.2 1.0 0.2 ? 0.3 1.1 4.2 Non?Recurring Other (6) 3.6 0.4 4.0 0.3 5.2 6.0 ?Noke Startup (7) 4.6 1.3 4.4 1.2 4.2 3.5 ? Management Adjusted EBITDA $ 154.6 $ 39.8 $ 147.4 $ 36.0 $ 143.5 $ 140.3 $ 124.4 (1) Prior to the SPAC Merger, Janus was registered as an LLC (pass?through tax entity) (2) Refer to SEC public filings Non?GAAP Financial Measures Section for detailed breakout (3) Reconciles to SEC reported Adjusted EBITDA (4) Quarterly management fee paid to unitholders (5) Transaction expenses associated with recent acqusitions (6) Consists of other non?recurring items such as professional services and other one?time expenses (7) One?time expenses associated with Noke Smart Entry product launch 6
2021 Outlook • Outlook reflects solid H1 2021 results, strong backlog, the FULL YEAR expected impact of recent commercial and cost containment FY 2021 GUIDANCE initiatives, and current visibility of end markets. • Outlook assumes no further degradation in raw materials, labor availability, or logistics markets. $672 to $692 $156 to $162 million million • Outlook does not include the anticipated potential contribution of the DBCI acquisition that is expected to close in the third Revenue Management quarter. Adjusted EBITDA 7
Overview of DBCI Acquisition Business Description Key Products & Services ? Founded in 1990 by Janus’ founder and current board member David Curtis, DBCI Steel Doors manufactures steel doors, including light-duty and heavy-duty roll-up doors and hallways ? Light-Duty Commercial Roll-Up Doors: steel roll-up doors for warehouses systems for various commercial end markets in the United States and abroad. and farms, recreational storage and auto body shops? Current division of Cornerstone Building Brands, Inc. (NYSE: CNR). Heavy-Duty Commercial Roll-Up Doors: heavy-duty, commercial-grade Headquartered in Douglasville, ? ? GA, with manufacturing facilities shared with Cornerstone metal roll-up doors for warehouses, loading docks, terminals and DCs in Chandler, AZ, Houston, TX and Douglasville, GA. ? Wind-Certified Commercial Doors: load tested certified doors which helps in Notable Recent Activity reducing maintenance and replacement costs and minimizing downtime On Sep 9, 2020, DBCI partnered with Automatic to offer a new electric motor. ? Roll-Up Doors: roll-up doors for self-storage, warehouses, barns and garages ? Technology The new products pair with DBCI’s light and heavy-duty commercial roll up door series to ? Swing Doors: pre-assembled metal swing doors for quick installation increase ease of use and improve and convenience of day-to-day operations. ? Wind-Certified Self-Storage Doors: wind-certified roll-up doors to help? Q1 2020, DBCI launched industry-leading automated manufacturing line for roll-up door owners and facility managers lower insurance costs and reduce maintenance production. Components? On Mar 22, 2018, DBCI announced the launch of a redesigned roll-up door with a corrugated drum feature, providing improved door alignment on light- and heavy-duty roll-? Commercial Components: commercial corrugated drum, motor operators, up door applications. saddle clamps and spacer components? Self-Storage Components: self-storage corrugated drum, ADA kits, tension Core End Markets set brackets, corner guards, kick plates, latches, frames & panels, and more Services ? Project Services: Pricing estimates, facility layout development, detailing services and dedicated project management support Self-Storage Commercial ? Installation: Professional installation to ensure quality, identify potential issues and implement actionable solutions? Warranties: One-year warranties on all doors, hallway systems, hardware and Recreational Agricultural Freight & Warehousing fittings as well as 30-year paint warranties Source: Company materials, management estimates 8
Summary ? Solid quarter results in line with expectations? Announced a number of key leadership appointments ? Growth driven by strength in the Commercial and R3 sales channels, partially bolstered by COVID-related recovery? Headwinds from raw material, labor and logistics inflation being addressed through commercial and cost containment initiatives? 2021 Guidance in a range of $672 to $692 million for Revenue and $156 to $162 million for Management Adjusted EBITDA ? DBCI strategic acquisition expected to close in Q3 2021 and begin to contribute positively to results 9