Janus International Group, Inc.

Previous wording

•Results of Operations: This section provides an analysis of our unaudited results of operations for the three and six month periods ended June 28, 2025 and June 29, 2024.

Current wording

•Results of Operations: This section provides an analysis of our unaudited results of operations for the three and nine month periods ended September 27, 2025 and September 28, 2024.

Previous wording

•Liquidity and Capital Resources: This section provides a discussion of our financial condition and an analysis of our unaudited cash flows for the six month periods ended June 28, 2025 and June 29, 2024. This section also provides a discussion of our contractual obligations, other purchase commitments, and customer credit risk that existed at June 28, 2025, as well as a discussion of our ability to fund our future commitments and ongoing operating activities through internal and external sources of capital.

Current wording

•Liquidity and Capital Resources: This section provides a discussion of our financial condition and an analysis of our unaudited cash flows for the nine month periods ended September 27, 2025 and September 28, 2024. This section also provides a discussion of our contractual obligations, other purchase commitments and customer credit risk that existed at September 27, 2025, as well as a discussion of our ability to fund our future commitments and ongoing operating activities through internal and external sources of capital.

Previous wording

•Adjusted EBITDA as a percentage of revenues was 21.5% for the three month period ended June 28, 2025 compared to 26.0% for the three month period ended June 29, 2024

Current wording

•Adjusted EBITDA as a percentage of revenues was 19.9% for the three month period ended September 27, 2025 compared to 18.7% for the three month period ended September 28, 2024.

Previous wording

•Cash flows provided by operations of $99.7 were generated for the six month period ended June 28, 2025 compared to $59.6 cash flows provided by operations for the six month period ended June 29, 2024.

Current wording

•Cash flows provided by operations of $15.0 were generated for the three month period ended September 27, 2025 compared to $43.0 cash flows provided by operations for the three month period ended September 28, 2024.

Previous wording

•Common stock worth $10.1 was repurchased in the three months ended June 28, 2025, which consisted of 1,221,672 shares, as part of our previously announced $100.0 share repurchase program.

Current wording

•Common stock worth $0.8 was repurchased in the three months ended September 27, 2025, which consisted of 81,927 shares, as part of our share repurchase program. We have $80.5 in remaining capacity under our share repurchase program.

Previous wording

Janus North America is comprised of nine entities including Corporate, Janus Core, Janus Door, Steel Door Depot, ASTA, NOKE, BETCO, ACT and T.M.C. Janus North America produces and provides various fabricated components such as commercial and self-storage doors, walls, hallway systems and building components used primarily by owners or builders of self-storage facilities and also offers installation services along with the products. Janus North America represents approximately 85% - 95% of the Company’s revenue.

Current wording

Janus North America is comprised of nine entities including Corporate, Janus Core, Janus Door, Steel Door Depot, ASTA, NOKE, BETCO, ACT and T.M.C. Janus North America produces and provides various fabricated components such as commercial and self-storage doors, walls, hallway systems and building components used primarily by owners or builders of self-storage facilities and also offers installation services along with the products. Janus North America represents approximately 85% to 95% of the Company’s revenue.

Previous wording

Janus International is comprised of Janus International Europe Holdings Ltd (“Janus Europe Holdings”) and its subsidiaries, Janus International Australia Pty Ltd (“Janus Australia”), Janus International Europe Ltd (“Janus Europe”), Janus International France SARL (“Janus France”), and Janus International Poland sp. z.o.o (“Janus Poland”). The Janus International segment produces and provides similar products and services as Janus North America but largely in Europe, the U.K., and Australia. Janus International represents approximately 5% - 15% of the Company’s consolidated revenue.

Current wording

Janus International is comprised of Janus International Europe Holdings Ltd (“Janus Europe Holdings”) and its subsidiaries, Janus International Australia Pty Ltd (“Janus Australia”), Janus International Europe Ltd (“Janus Europe”), Janus International France SARL (“Janus France”), and Janus International Poland sp. z.o.o (“Janus Poland”). The Janus International segment produces and provides similar products and services as Janus North America but largely in Europe, the U.K., and Australia.

Previous wording

Human capital is one of the main cost drivers of our manufacturing, selling, and administrative processes. As a result, we believe that headcount generally provides a reflection of our operational status, indicating whether the business is expanding or contracting. As of June 28, 2025 and June 29, 2024, our headcount was 2,257 employees (including 410 temporary employees) and 2,386 employees (including 430 temporary employees), respectively.

Current wording

Human capital is one of the main cost drivers of our manufacturing, selling, and administrative processes. As a result, we believe that headcount generally provides reflection of our operational status, indicating whether the business is expanding or contracting. As of September 27, 2025, and September 28, 2024, our headcount was 2,306 employees (including 453 temporary employees) and 2,306 employees (including 375 temporary employees), respectively.

Previous wording

The following tables set forth key performance measures for the three and six month periods ended June 28, 2025 and June 29, 2024:

Current wording

The following tables set forth key performance measures for the three and nine month periods ended September 27, 2025 and September 28, 2024:

Previous wording

Total revenue decreased by $20.3 or 8.2% and by $64.3 or 12.8% for the three and six month periods ended June 28, 2025, respectively, compared to the three and six month periods ended June 29, 2024. These declines are primarily due to a decrease in organic revenue for the three and six month periods ended June 28, 2025 as a result of the continuation of the volume decline associated with uncertainty in the macroeconomic environment and customer liquidity challenges which started late in the second fiscal quarter of 2024. These organic declines were partially offset by $3.8 and $7.8 in inorganic revenue from the T.M.C. Acquisition, for the three and six month periods ended June 28, 2025, respectively.

Current wording

Total revenue decreased by $10.8 or 4.7% for the three month period ended September 27, 2025 compared to the three month period ended September 28, 2024, and decreased by $75.1 or 10.2% for the nine month period ended September 27, 2025 compared to the nine month period ended September 28, 2024. These declines are primarily due to a decrease in revenue for the three and nine month periods ended September 27, 2025 as a result of the continuation of the volume decline associated with uncertainty in the macroeconomic environment and customer liquidity challenges which started late in the second fiscal quarter of 2024.

Previous wording

Adjusted EBITDA as a percentage of revenue decreased 4.5% and 6.1% for the three and six month periods ended June 28, 2025, respectively. The decreases in Adjusted EBITDA in the three and six month periods ended June 28, 2025 were primarily due to declines in leverage on fixed costs.

Current wording

Adjusted EBITDA as a percentage of revenue increased by 1.2% for the three month periods ended September 27, 2025. Adjusted EBITDA as a percentage of revenue decreased by 3.8% for the nine month period ended September 27, 2025. The decrease in Adjusted EBITDA in the nine month period ended September 27, 2025 was primarily due to declines in leverage on fixed costs.

Previous wording

We periodically modify sales prices of its products due to changes in costs for raw materials and energy, market conditions, labor and logistics costs, and the competitive environment. In certain cases, realized price increases are less than the announced price increases due to project pricing, competitive reactions, and changing market conditions.

Current wording

We periodically modify sales prices of our products due to changes in costs for raw materials and energy, market conditions, labor and logistics costs, and the competitive environment. In certain cases, realized price increases are less than the announced price increases due to project pricing, competitive reactions, and changing market conditions.

Previous wording

We also offer a wide assortment of products that are differentiated by style, design, and performance attributes. Pricing and margins for products within the assortment vary. In addition, changes in the relative quantity of products purchased at different price points can impact year-to-year comparisons of net sales and operating income.

Current wording

We also offer a wide assortment of products that are differentiated by style, design, and performance attributes. Pricing and margins for products within the assortment vary. In addition, changes in the relative quantity of products purchased at different price points can impact year-to-year comparisons of revenues and income from operations.

Previous wording

Our business strategy includes growth through the acquisition of other companies that yield our acceptable internal rate of return. We evaluate companies that we believe will strategically fit into its business and growth objectives, including those that will support its overall strategy of portfolio diversification, geographic expansion, and technological innovation, among other areas of focus. While we seek acquisition opportunities that we believe will augment our business and growth objectives, certain factors could prevent acquisition opportunities from materializing, including target-company availability, relative valuation expectations, and certain due diligence considerations, among other factors.

Current wording

Our business strategy includes growth through the acquisition of other companies that yield our acceptable internal rate of return. We evaluate companies that we believe will strategically fit into our business and growth objectives, including those that will support our overall strategy of portfolio diversification, geographic expansion, and technological innovation, among other areas of focus. While we seek acquisition opportunities that we believe will augment our business and growth objectives, certain factors could prevent acquisition opportunities from materializing, including target-company availability, relative valuation expectations, and certain due diligence considerations, among other factors.

Previous wording

Some of our products, components, and raw materials may be impacted by recent tariff announcements and restrictions on trade. On February 10, 2025, President Trump issued an executive order re-imposing 25% tariffs on steel imports from all sources under Section 232, effective March 12, 2025, ending country and product exemptions. Effective June 4, 2025, the tariffs on steel imports were increased to 50% for all countries other than the U.K. While we cannot fully predict the impact of potential new tariffs on global trade and economic growth, our regional presence, strong customer relationships, and strategic approach to supplying raw materials for our operations we believe position us well to manage through these challenges. We actively monitor the regulatory environment and continue to make adjustments whenever necessary. Most of our steel strategically comes from domestic suppliers. We plan to continue to invest in our key strategic growth objectives while closely managing our cost structure and seeking alternative sources of supply to further reduce the impact of tariffs as appropriate. See Part II – Item 1A. Risk Factors – “Changes in U.S. trade policy and the imposition of tariffs may have a material adverse impact on our business and results of operations” for a further discussion on risks associated with tariffs and trade restrictions.

Current wording

Some of our products, components, and raw materials may be impacted by recent tariff announcements and restrictions on trade. On February 10, 2025, President Trump issued an executive order re-imposing 25% tariffs on steel imports from all sources under Section 232, effective March 12, 2025, ending country and product exemptions. Effective June 4, 2025, the tariffs on steel imports were increased to 50% for all countries other than the U.K. While we cannot fully predict the impact of potential new tariffs on global trade and economic growth, we believe that our regional presence, strong customer relationships, and strategic approach to supplying raw materials for our operations positions us well to manage through these challenges. We actively monitor the regulatory environment and continue to make adjustments whenever necessary. Most of our steel strategically comes from domestic suppliers. We plan to continue to invest in our key strategic growth objectives while closely managing our cost structure and seeking alternative sources of supply to further reduce the impact of tariffs as appropriate. See Part II – Item 1A. Risk Factors – “Changes in U.S. trade policy and the imposition of tariffs may have a material adverse impact on our business and results of operations” for a further discussion on risks associated with tariffs and trade restrictions.

Previous wording

The following tables and discussion compares Janus’s sales by sales channel:

Current wording

The following tables and discussion compare Janus’s sales by sales channel:

Previous wording

R3 sales decreased by $8.6 or 14.0% and by $19.4 or 14.7% for the three and six month periods ended June 28, 2025, respectively compared to the three and six month periods ended June 29, 2024. The R3 sales decrease for the three and six months ended June 28, 2025 was due to a nearly 50% decline in facility expansion and retail big-box conversion activity.

Current wording

R3 sales increased by $0.2 or 0.4% for the three month period ended September 27, 2025 compared to the three month period ended September 28, 2024. R3 sales decreased by $18.8 or 10.4% for the nine month period ended September 27, 2025 compared to the nine month period ended September 28, 2024, respectively. The R3 sales decrease was due to macroeconomic uncertainty as well as an approximately 40% decline in facility expansion and retail big-box conversion activity.

Previous wording

The $6.9 or 25.0% and $26.8 or 46.0% decrease in net income for the three and six month periods ended June 28, 2025, respectively, as compared to the three and six month periods ended June 29, 2024 is largely due to a decrease in revenues which were partially offset by a decrease in cost of revenues for the three and six month periods ended June 28, 2025.

Current wording

The $9.9 or 8.0% and $41.8 or 10.9% decrease in cost of revenues for the three and nine month periods ended September 27, 2025 compared to the three and nine month periods ended September 28, 2024, respectively, is primarily due to a decrease in overall revenues.

Previous wording

Total cost of revenues for the three and six month periods ended June 28, 2025 decreased by $11.7 or 9.2% and $31.8 or 12.2%, respectively. The decrease of product cost of revenues of $18.4 and $38.0 for the three and six month periods ended June 28, 2025, respectively, is in line with the decline in product revenues. The increase in service cost of revenues of $6.7 and $6.2 for the three and six month periods ended June 28, 2025, respectively, are in line with the increase in service revenues as well as product mix associated with the T.M.C. Acquisition.

Current wording

The decrease of product cost of revenues of $0.8 and $38.9 for the three and nine month periods ended September 27, 2025 compared to the three and nine month periods ended September 28, 2024, respectively, is in line with the decline in product revenues.

Previous wording

Income from operations decreased by $17.8 or 34.9% and by $48.9 or 45.6% for the three and six month periods ended June 28, 2025, respectively, compared to the three and six month periods ended June 29, 2024 primarily due to a decrease in revenue yielding a decline in margin.

Current wording

Income from operations increased by $2.1 or 8.2% and decreased by $46.7 or 35.2% for the three and nine month periods ended September 27, 2025 compared to the three and nine month periods ended September 28, 2024, respectively. The decrease in the nine month period was primarily due to an decrease in revenue yielding a decline in margin.

Previous wording

Results of Operations - Janus International - For the three and six month periods ended June 28, 2025 compared to the three and six month period ended June 29, 2024:

Current wording

Results of Operations - Janus International - For the three and nine month periods ended September 27, 2025 compared to the three and nine month periods ended September 28, 2024:

Previous wording

Revenues increased $10.4 or 57.8% and $16.9 or 51.7% for the three and six month periods ended June 28, 2025, respectively, compared to the three and six month periods ended June 29, 2024. These increases are due to an increase in volume as a result of improving local market conditions compared to prior year which was negatively affected by the U.K. recessionary period starting late fiscal 2023 and impacting most of fiscal 2024.

Current wording

Revenues increased $7.0 or 32.9% and $23.8 or 44.0% for the three and nine month periods ended September 27, 2025 compared to the three and nine month periods ended September 28, 2024. These increases are due to an increase in volume as compared to prior year.

Previous wording

New construction sales increased by $9.9 or 65.1% and by $17.4 or 63.0% for the three and six month periods ended June 28, 2025, respectively, compared to the three and six month periods ended June 29, 2024. These increases are due to an increase in volume as a result of improving local market conditions compared to prior year which was negatively affected by the U.K. recessionary period starting late fiscal 2023 and impacting most of fiscal 2024.

Current wording

New construction sales increased by $6.8 or 37.4% and $24.2 or 52.8% for the three and nine month periods ended September 27, 2025 compared to the three and nine month periods ended September 28, 2024, respectively. These increases are due to an increase in volume as compared to prior year.

Previous wording

Total cost of revenues increased by $7.4 or 56.5% and by $12.7 or 51.8% for the three and six month periods ended June 28, 2025, respectively, compared to the three and six month periods ended June 29, 2024. The change in cost of revenues is closely aligned with the changes in revenues.

Current wording

Cost of revenues increased by $5.1 or 32.3% and $17.9 or 44.5% for the three and nine month periods ended September 27, 2025 compared to the three and nine month periods ended September 28, 2024, respectively. The change in cost of revenues is driven by the aforementioned changes in revenue.

Previous wording

Eliminations include transactions to account for intersegment activity. The eliminations necessary to arrive at consolidated financial information activity for the three and six month periods ended June 28, 2025 and June 29, 2024 are as follows:

Current wording

Eliminations include transactions to account for intercompany activity. The eliminations necessary to arrive at consolidated financial information activity for the three and nine month periods ended September 27, 2025 and September 28, 2024 are as follows:

Previous wording

(2)The interest rate on the Repricing Amendment as of June 28, 2025, was 6.78%, which is a variable rate based on Adjusted Term SOFR plus an applicable margin percent of 2.50%.

Current wording

(2)The interest rate on the Repricing Amendment as of September 27, 2025, was 6.70%, which is a variable rate based on Adjusted Term SOFR plus an applicable margin percent of 2.50%.

Previous wording

First Lien Term Loan -In April 2024, we made a voluntary prepayment of $21.9 toward the First Lien Term Loan. We used cash on hand to make the voluntary prepayment.

Current wording

First Lien Term Loan - In April 2024, the Company made a voluntary prepayment of $21.9 toward the First Lien Term Loan. The Company used cash on hand to make the voluntary prepayment.

Previous wording

On April 30, 2024, we completed a repricing pursuant to Amendment No. 7 (the “Repricing Amendment”) to the First Lien Term Loan. The Repricing Amendment reduced the applicable interest rate margins on the $600.0 First Lien Term Loan from 2.00% to 1.50% for the term loans bearing interest at rates based on the base rate, and from 3.00% to 2.50% for the term loans bearing interest at rates based on the SOFR rate. In addition to the change in the applicable margin rate, we are no longer subject to a credit spread adjustment (“CSA”) rate of 0.1%. Interest is payable in arrears (with respect to base rate loans) or at the end of an interest period selected by us (with respect to SOFR loans). The outstanding loan balance is to be repaid on a quarterly basis in an amount equal to 0.25% of the original balance of the amended loan, with the remaining principal due on the maturity date of August 3, 2030. The interest rate on the First Lien Term Loan as of June 28, 2025, was 6.78%, which is a variable rate based on Adjusted Term SOFR and includes an applicable margin percentage of 2.50%. In conjunction with the Repricing Amendment, we incurred $1.7 of costs from third parties that did not qualify for capitalization of deferred finance costs and were expensed within “Loss on extinguishment and modification of debt” on the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income. See Note 10 to our Unaudited Condensed Consolidated Financial Statements in this Form 10-Q for a further discussion.

Current wording

On April 30, 2024, the Company completed a repricing pursuant to Amendment No. 7 (the “Repricing Amendment”) to the First Lien Term Loan. The Repricing Amendment reduced the applicable interest rate margins on the $600.0 First Lien Term Loan from 2.00% to 1.50% for the term loans bearing interest at rates based on the base rate, and from 3.00% to 2.50% for the term loans bearing interest at rates based on the SOFR rate. In addition to the change in the applicable margin rate, the Company is no longer subject to a CSA rate of 0.1%. Interest is payable in arrears (with respect to base rate loans) or at the end of an interest period selected by the Company (with respect to SOFR loans). The outstanding loan balance is to be repaid on a quarterly basis in an amount equal to 0.25% of the original balance of the amended loan, with the remaining principal due on the maturity date of August 3, 2030. The interest rate on the First Lien Term Loan as of September 27, 2025, was 6.70%, which is a variable rate based on Adjusted Term SOFR and includes an applicable margin of 2.50%. In conjunction with the Repricing Amendment, the Company incurred $1.7 of costs from third parties that did not qualify for capitalization of deferred finance costs and were expensed within “Loss on extinguishment and modification of debt” on the Consolidated Statement of Operations and Comprehensive Income. See Note 10 to our Unaudited Condensed Consolidated Financial Statements in this Form 10-Q for a further discussion.

Previous wording

Line of Credit - The revolving credit facility bears interest at a floating rate per annum consisting of the SOFR rate plus an applicable margin percent based on excess availability and a 10 basis points flat CSA. There was no outstanding balance on the line of credit as of June 28, 2025. As of June 28, 2025, the interest rate in effect for the facility was 5.88%. The line of credit is secured by accounts receivable and inventories. See Note 9 to our Unaudited Condensed Consolidated Financial Statements in this Form 10-Q for a further discussion.

Current wording

Line of Credit - The revolving credit facility bears interest at a floating rate per annum consisting of the SOFR rate plus an applicable margin percent based on excess availability and a 10 basis points flat CSA. There was no outstanding balance on the line of credit as of September 27, 2025. As of September 27, 2025, the interest rate in effect for the facility was 5.80%. The line of credit is secured by accounts receivable and inventories. See Note 9 to our Unaudited Condensed Consolidated Financial Statements in this Form 10-Q for a further discussion.

Previous wording

As of June 28, 2025 and December 28, 2024, we maintained one letter of credit totaling approximately $0.4 on which there were no balances due. The amount available on the line of credit as of both June 28, 2025 and December 28, 2024 was approximately $70.7 and $82.4, respectively.

Current wording

As of September 27, 2025, and December 28, 2024, we maintained one letter of credit totaling approximately $0.4 on which there were no balances due. The amount available on the line of credit as of September 27, 2025 and December 28, 2024 was approximately $77.3 and $82.4, respectively.

Previous wording

Net cash used in investing activities decreased by $57.2 for the six month period ended June 28, 2025 as compared to the six month period ended June 29, 2024. The decrease in cash used was primarily due to the acquisition of T.M.C. during May of 2024.

Current wording

Net cash used in investing activities decreased by $55.9 or 73.6% for the nine month period ended September 27, 2025, compared to the prior year. This decrease was primarily due to the T.M.C. Acquisition, which resulted in $59.4 of cash outflows during the nine months ended September 28, 2024.

Previous wording

We continually assess our capital allocation strategy, including decisions relating to M&A, dividends, stock repurchases, capital expenditures, and debt pay-downs. The timing, declaration, and payment of future dividends, if any, falls within the discretion of our Board of Directors and will depend upon many factors, including, but not limited to, our financial condition and earnings, the capital requirements of the business, restrictions imposed by applicable law, and any other factors the Board of Directors deems relevant from time to time.

Current wording

We continually assess our capital allocation strategy, including decisions relating to M&A, dividends, stock repurchases, capital expenditures, and debt pay-downs. The timing, declaration, and payment of future dividends, if any, falls within the discretion of Janus’s Board of Directors and will depend upon many factors, including, but not limited to, Janus’s financial condition and earnings, the capital requirements of the business, restrictions imposed by applicable law, and any other factors the Board of Directors deems relevant from time to time.

Previous wording

(1)Restructuring charges consist of the following: 1) facility relocations, 2) severance and hiring costs associated with our strategic transformation, including executive leadership team changes, and 3) strategic business assessment and transformation projects.

Current wording

(1)Restructuring charges consist of the following: 1) facility relocations, 2) severance and hiring costs associated with our strategic transformation, including leadership team changes, and 3) strategic business assessment and transformation projects.

Previous wording

(3)Adjustment for loss on extinguishment and modification of debt regarding the write off of unamortized fees and third-party fees as a result of the debt modification completed in April 2024.

Current wording

(4)Adjustment for loss on extinguishment and modification of debt regarding the write off of unamortized fees and third-party fees as a result of the debt modification completed in April 2024.

Previous wording

(1) A credit rating is not a recommendation to buy, sell or hold securities. Our credit ratings may be revised or withdrawn at any time by the rating agencies, and each rating should be evaluated independently of any other rating. There can be no assurance that a rating will remain in effect for any given period of time or that a rating will not be lowered, or withdrawn entirely, by a rating agency if, in its judgment, circumstances so warrant.

Current wording

(1)A credit rating is not a recommendation to buy, sell or hold securities. Our credit ratings may be revised or withdrawn at any time by the rating agencies, and each rating should be evaluated independently of any other rating. There can be no assurance that a rating will remain in effect for any given period of time or that a rating will not be lowered, or withdrawn entirely, by a rating agency if, in its judgment, circumstances so warrant.

Previous wording

Summarized below are our contractual obligations as of June 28, 2025 and their expected impact on our liquidity and cash flows in future periods (dollar amounts in millions):

Current wording

Summarized below are our contractual obligations as of September 27, 2025 and their expected impact on our liquidity and cash flows in future periods:

Previous wording

The table above does not include $4.8 in estimated warranty liabilities because it is not certain when or if these liabilities will be funded.

Current wording

The table above does not include $4.9 in estimated warranty liabilities because it is not certain when or if these liabilities will be funded.