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
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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).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 5, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Janus International Group, Inc. (the “Company”) approved the payment of discretionary cash incentive bonuses to certain key employees of the Company, including Ramey Jackson, Chief Executive Officer, Anselm Wong, Executive Vice President and Chief Financial Officer, Morgan Hodges, Executive Vice President, Vic Nettie, Vice President of Manufacturing, and Peter Frayser, Chief Commercial Officer in the amounts of $447,500, $205,031, $163,200, $151,763, and $71,100 (representing, 50%, or in the case of Mr. Frayser, 25%, of the executive’s target annual incentive amount for fiscal 2024 under the Company’s annual incentive plan, the Janus Bonus Program). Upon determining that the performance targets for fiscal 2024 had not been achieved and that annual incentive bonuses otherwise would not be payable for 2024 under the Janus Bonus Program, the Committee approved these discretionary incentive bonus payments in order to encourage the retention of its executive team, which has deep industry knowledge and expertise, recognize the executives’ contributions to the Company’s accomplishments in the challenging market environment of fiscal 2024, and motivate the executives to focus on executing on the Company’s business objectives for fiscal 2025.
Item 7.01. Regulation FD Disclosure.
On March 7, 2025, the Company issued a press release with respect to the prepayment described in Item 8.01 of this Current Report, which Item 8.01 is incorporated herein by reference. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information included under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On March 5, 2025, the Company voluntarily prepaid $40,000,000 toward the Company’s Amended and Restated First Lien Credit and Guarantee Agreement, dated as of February 12, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Janus International Group, LLC, a Delaware limited liability company, Janus Intermediate, LLC, a Delaware limited liability company, the Subsidiary Guarantors from time to time party thereto, each of the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”), and Goldman Sachs Bank USA, as Administrative Agent for the Lenders from time to time party to the Credit Agreement and the other parties thereto. Capitalized terms used in this Item 8.01 and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Item 9.01. Financial Statement and Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release, dated March 7, 2025. | |
| 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: March 7, 2025
| JANUS INTERNATIONAL GROUP, INC. | ||
| By: | /s/ Anselm Wong | |
| Name: Anselm Wong | ||
| Title: Chief Financial Officer | ||
Exhibit 99.1
Janus International Announces $40 million Debt Paydown
TEMPLE, GA, March 7, 2025 – Janus International Group, Inc. (NYSE: JBI) (“Janus” or the “Company”), a leading provider of access control technologies and building product solutions for the self-storage and other commercial and industrial sectors, today announced that it paid down $40 million in debt using cash on hand. The $40 million was paid against the Company’s first lien term loan facility.
“We continue to generate strong cash flow in our business, enabling us to deploy capital opportunistically,” said Anselm Wong, Chief Financial Officer. “This voluntary paydown is another proactive step to ensure we are well positioned to have the financial flexibility to execute on our long-term outlook and drive total shareholder return.”
About Janus International Group
Janus International Group, Inc. (www.JanusIntl.com) is a leading global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions, including roll-up and swing doors, hallway systems, relocatable storage units and facility and door automation technologies. The Janus team operates out of several U.S. and international locations.
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 Janus’s belief regarding the demand outlook for Janus’s products and the strength of the industrials markets. When used in this communication, words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” and other similar words and expressions or the negative of such terms or other similar expressions, as they relate to the management team, identify forward-looking statements. The forward-looking statements contained in this communication are based on our current expectations and beliefs concerning future developments and their potential effects on us. We cannot assure you that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some factors that 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 our share repurchase program will be fully consummated or that it will enhance shareholder value; and (vi) 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, 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’s most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as updated from time to time in amendments and its subsequent filings with the SEC.
Investor Contact
Sara Macioch
Senior Director, Investor Relations
(770) 562-6399
Media Contact
Suzanne Reitz
Vice President of Marketing
770-746-9576
Source: Janus International Group, Inc.