Business Wire | Aug 10, 2021 07:00AM EDT

Janus International Group Reports Second Quarter 2021 Financial Results

Aug. 10, 2021

TEMPLE, Ga.--(BUSINESS WIRE)--Aug. 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 Noke 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, Noke-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 33,626,083 26,803,808 64,754,124 56,506,693 services

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

GROSS PROFIT 59,194,412 44,779,703 112,487,710 92,863,288

OPERATING EXPENSE

Selling and 10,382,169 7,717,283 19,840,296 17,977,566 marketing

General and 34,471,523 16,931,440 54,057,831 34,566,666 administrative

Operating 44,853,692 24,648,723 73,898,127 52,544,232 Expenses

INCOME FROM 14,340,720 20,130,980 38,589,583 40,319,056 OPERATIONS

Interest expense (7,475,727) (8,737,328) (15,601,797) (18,678,476)

Other income (920,003) 23,884 (2,478,869) 99,211 (expense)

Change in fairvalue ofderivative (1,928,500) - (1,928,500) - warrantliabilities

Other Expense, (10,324,230) (8,713,444) (20,009,166) (18,579,265) Net

INCOME BEFORE 4,016,490 11,417,535 18,580,417 21,739,791 TAXES

Provision for 2,893,283 400,067 2,738,389 770,292 Income Taxes

NET INCOME $ 1,123,207 $ 11,017,468 $ 15,842,028 $ 20,969,499

OtherComprehensive (37,082) (226,575) 273,686 (3,758,060) Income (Loss)

COMPREHENSIVE $ 1,086,125 $ 10,790,893 $ 16,115,714 $ 17,211,439 INCOME

Net incomeattributable to $ 1,123,207 $ 11,017,468 $ 15,842,028 $ 20,969,499 commonstockholders

Weighted-averagesharesoutstanding, basic anddiluted (Note15)

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 pershare, basic and diluted (Note15)

Basic $ 0.01 $ 0.17 $ 0.22 $ 0.31

Diluted $ 0.01 $ 0.17 $ 0.21 $ 0.31

Janus International Group, Inc.Consolidated Balance SheetsJune 26,

December 26,

2021

2020

(Unaudited)

ASSETS

Current Assets

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

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

Total assets

$

930,677,988

$

873,478,745

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

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

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

Total liabilities

$

735,748,228

$

732,605,920

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)

Total stockholders' equity

$

194,929,760

$

140,872,825

Total liabilities and stockholders' equity

$

930,677,988

$

873,478,745

Janus International Group, Inc.Consolidated Balance Sheets June 26, December 26,

2021 2020

(Unaudited)

ASSETS

Current Assets

Cash $ 15,287,621 $ 45,254,655

Accounts receivable, less allowance fordoubtful accounts; $3,819,000 and $4,485,000, 79,557,005 75,135,295 at June 26, 2021 and December 26, 2020,respectively

Costs and estimated earnings in excess of 16,614,552 11,398,934 billing on uncompleted contracts

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

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

Total assets $ 930,677,988 $ 873,478,745

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts payable $ 45,316,067 $ 29,889,057

Billing in excess of costs and estimated 21,612,809 21,525,319 earnings on uncompleted contracts

Current maturities of long-term debt 6,346,071 6,523,417

Other accrued expenses 48,357,979 37,164,627

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

Total liabilities $ 735,748,228 $ 732,605,920

STOCKHOLDERS' EQUITY

Common Stock, 825,000,000 shares authorized,$.0001 par value, 138,384,250 and 66,145,633 13,838 6,615 shares issued and outstanding at June 26,2021 and December 26, 2020, respectively

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)

Total stockholders' equity $ 194,929,760 $ 140,872,825

Total liabilities and stockholders' equity $ 930,677,988 $ 873,478,745

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

Net income

$

15,842,028

$

20,969,499

Adjustments to reconcile net income to net cash provided by operating activities

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

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

Net Cash Provided By Operating Activities

44,822,882

50,534,000

Cash Flows Used In Investing Activities

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)

Net Cash Used In Investing Activities

(5,478,081)

(8,388,248)

Cash Flows Used In Financing Activities

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)

-

Cash Used In Financing Activities

$

(69,502,870)

$

(4,545,675)

Effect of exchange rate changes on cash and cash equivalents

191,035

(1,091,444)

Net (Decrease) Increase in Cash and Cash Equivalents

$

(29,967,034)

$

36,508,633

Cash and Cash Equivalents, Beginning of Fiscal Year

$

45,254,655

$

19,905,598

Cash and Cash Equivalents as of June 26, 2021 and June 27, 2020

$

15,287,621

$

56,414,231

Supplemental Cash Flows Information

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.Consolidated Statements of Cash Flows

Six Months Ended

June 26, 2021 June 27, 2020

(Unaudited) (Unaudited)

Cash Flows Provided By Operating Activities

Net income $ 15,842,028 $ 20,969,499

Adjustments to reconcile net income to net cash provided by operating activities

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 686,700 - consideration

Loss on sale of assets 43,091 18,487

Change in fair value of derivative warrant 1,928,500 - liabilities

Undistributed (earnings) losses of affiliate (105,107) 12,125

Deferred income taxes (767,658) -

Changes in operating assets and liabilities

Accounts receivable (4,421,710) 2,114,772

Costs and estimated earnings in excess ofbillings and billings in excess of costs and (5,215,618) 8,717,983 estimated earnings on uncompleted contracts

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

Net Cash Provided By Operating Activities 44,822,882 50,534,000

Cash Flows Used In Investing Activities

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 (1,564,957) (4,592,779) acquired

Net Cash Used In Investing Activities (5,478,081) (8,388,248)

Cash Flows Used In Financing Activities

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 (541,710,278) - the business combination

Payments for deferred financing fees (765,090) -

Cash Used In Financing Activities $ (69,502,870) $ (4,545,675)

Effect of exchange rate changes on cash and 191,035 (1,091,444) cash equivalents

Net (Decrease) Increase in Cash and Cash $ (29,967,034) $ 36,508,633 Equivalents

Cash and Cash Equivalents, Beginning of $ 45,254,655 $ 19,905,598 Fiscal Year

Cash and Cash Equivalents as of June 26, $ 15,287,621 $ 56,414,231 2021 and June 27, 2020

Supplemental Cash Flows Information

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 endedJune 26,2021

Period endedJune 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%

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

-%

Adjusted EBITDA

$

35,919,274

$

28,509,597

$

7,409,676

26.0%

Janus International Group, Inc.Reconciliation of Net Income to Adjusted EBITDA

Three Months

Period ended Period ended Variance June 26, June 27, 2021 2020 $ %

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%

EBITDA $ 19,789,366 $ 28,243,859 $ (8,454,494) (29.9) %

Loss (gain) onextinguishment of 993,562 - 993,562 -%debt^(2)

COVID-19 related 12,808 265,738 (252,930) (95.2)expenses^(3) %

Transaction related 10,398,423 - 10,398,423 -%expenses^(4)

Facility relocation^ 50,692 - 50,692 -%(5)

Share-based 2,059,223 - 2,059,223 -%compensation^(6)

Change in fair valueof contingent 686,700 - 686,700 -%consideration^(7)

Change in fair valueof derivative 1,928,500 - 1,928,500 -%warrant liabilities^(8)

Adjusted EBITDA $ 35,919,274 $ 28,509,597 $ 7,409,676 26.0%

Six Months

Period endedJune 26,2021

Period endedJune 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%

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

-%

Adjusted EBITDA

$

68,549,115

$

56,927,473

$

11,621,642

20.4%

Six Months

Period ended Period ended Variance June 26, June 27, 2021 2020 $ %

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%

EBITDA $ 50,784,507 $ 56,646,735 $ (5,862,228) (10.3)%

BETCO transition - 15,000 (15,000) (100.0)fee^(1) %

Loss (gain) onextinguishment of 2,414,854 - 2,414,854 -%debt^(2)

COVID-19 related 209,263 265,738 (56,475) (21.3)%expenses^(3)

Transaction related 10,398,423 - 10,398,423 -%expenses^(4)

Facility relocation 67,645 - 67,645 -%^(5)

Share-based 2,059,223 - 2,059,223 -%compensation^(6)

Change in fairvalue of contingent 686,700 - 686,700 -%consideration^(7)

Change in fairvalue of derivative 1,928,500 1,928,500 -%warrant liabilities^(8)

Adjusted EBITDA $ 68,549,115 $ 56,927,473 $ 11,621,642 20.4%

(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.

Retainer fee paid to former BETCO owner, during the transition to a new(1) President to run the business and related one-time-consulting fee.

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(2) 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.

Expenses which are one-time and non-recurring related to the COVID-19(3) pandemic. See Impact of COVID-19 section.

Transaction related expenses incurred as a result of the Business(4) 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.

Share-based compensation expense associated with Midco, LLC Class B Common(6) units that fully vested at the date of the Business Combination.

Adjustment related to the change in fair value of contingent consideration(7) related to the earnout of the 2,000,000 common stock shares that were issued and released on June 21, 2021.

Adjustment related to the change in fair value of derivative warrant(8) liabilities for the private placement warrants.

Janus International Group, Inc.Adjusted EBITDA to Management Adjusted EBITDA Reconciliation(In millions)Twelve Months EndedThree Months EndedTwelve Months EndedThree Months EndedTwelve Months EndedJune 26, 2021June 26, 2021March 27, 2021March 27, 2021December 26, 2020December 28, 2019December 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 Expense32.9

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 Amortization33.4

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

Janus International Group, Inc.Adjusted EBITDA to Management Adjusted EBITDA Reconciliation(In millions) Twelve Three Twelve Three Months Months Months Months Ended Twelve Months Ended Ended Ended Ended June 26, June 26, March 27, March 27, December December December 2021 2021 2021 2021 26, 2020 28, 2019 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 32.9 7.5 34.2 8.1 36.0 42.6 34.5ExpenseTax Expense/ 4.6 2.9 2.0 (0.2 ) 2.1 - 1.8(Benefit) ^(1)Depreciation 33.4 8.3 31.7 8.3 32.9 41.1 63.7andAmortizationEBITDA 15.9 16.1 0.5 1.6 (1.6 ) 4.3 6.5Adjustments ^(2)Non-GAAP 138.0 35.9 131.1 32.6 126.2 122.3 114.1AdjustedEBITDA ^(3)Management 7.3 1.2 7.7 1.8 7.6 7.4 6.1Fee ^(4)Acquisition 1.2 1.0 0.2 - 0.3 1.1 4.2Expense ^(5)Non-Recurring 3.6 0.4 4.0 0.3 5.2 6.0 -Other ^(6)Noke Startup 4.6 1.3 4.4 1.2 4.2 3.5 -^(7)Management $ 154.6 $ 39.8 $ 147.4 $ 36.0 $ 143.5 $ 140.3 $ 124.4AdjustedEBITDA(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 Noke Smart Entry product launch. View source version on businesswire.com: https://www.businesswire.com/news/home/20210810005516/en/

CONTACT: Investor Contacts, Janus Rodny Nacier / Dan Scott IR@janusintl.com (770) 562-6399 Media Contacts, Janus Bethany Morehouse Marketing Content Manager, Janus International 770-746-9576 Marketing@Janusintl.com Margot Olcay, ICR Margot.Olcay@ICRinc.com