JANAS and its Professional Team have worked for numerous clients in a wide variety of business enterprises over the last 25-years. Our service to clients includes Sell Side M&A, Buy Side M&A, Corporate Finance and Management Consulting.
The JANAS client service philosophy is to access the knowledge and contacts of all Team members to ensure that each client benefits from the overall knowledge of the firm and its professionals.
JANAS FOCUS IS MAXIMUM CLIENT SERVICE.
AEROSPACE AND DEFENSE
The Aerospace & Defense (“A&D”) Industry is experiencing aggressive M&A activity. The combination of higher government spending on defense and consistent profitability by Commercial Airlines are the basis of an active sector with sellers receiving multiple offers.
Underpinning this historic market growth is the emergence of urban air mobility, additive manufacturing, new orbital and deep space programs, supersonic biz-jet development, and electric powered aircraft initiatives. These add a high arc of growth, but have added complexities that require special expertise in analyzing and presenting this highly technical and regulated sector of the US economy.
Southern California has been a center for Aerospace & Defense design, development and manufacturing for decades. Local aerospace companies are supported by an unparalleled specialized supply-chain. Janas focuses on building and achieving value for its clients in this sector.
Janas Investment Bankers have hands-on expertise earned from years of owning and managing A&D Industry companies. Whether your company is in manufacturing, engineering, repair station and FBO operations, field services, distribution, brokering or OEM production and support, Janas has a track record of transaction and consulting success serving businesses like yours.
Representative transactions include:
Sell Side to New Fund. Bright West, Inc., a client sourced parts for the maintenance and upgrading of out-of-production military aircraft. The company began to receive a surge in orders for a major overhaul of military aircraft as the sale process started and the backlog grew. Janas demonstrated that a savvy buyer could recover the purchase price efficiently. Janas identified an appropriate buyer, resulting in our client receiving nearly three times the original expectation.
Sell Side Merger. Precision Microcast, Inc. The Client was a producer of Investment Castings for the A&D market, a labor-intensive process. The company was vulnerable to the extreme fluctuations California Workers Compensation insurance premiums. Janas found a buyer who would move the operations to Mexico with significant savings in salaries and Workers Comp premiums. Based on the savings opportunities, the company sold for 10X EBITDA.
Sell Side to Conglomerate. LMDD, dba Dixon Hardchrome. Larry Dixon, the grandson of the founder of Dixon Hard Chrome had spent his working life at this family business. Dixon, a leader in its niche, specialized in coatings that were designed for durability. Potential environmental issues eliminated many A&D buyers. Janas helped the company prepare for sale, including a fresh coat of paint along with extensive documentation of the business and introduced a CPA firm to to an electronic database. Janas identified Canerector, a Canadian conglomerate, that addressed the issues and acquired the company and its real estate.
Sell Side Platform Company. Janas represented the owner of Coast Plating, Inc., Roy Murdock, in a two-year effort to find the right buyer. The company had encountered operating challenges that were addressed during the sale process. Janas identified several potential buyers that included Valence Surface Technologies, originally The 180 Group. That acquirer began a roll-up with the acquisition of Coast Plating. The initial acquisition was followed by a series of add-on acquisitions.
Start-up, Managed and Sold. Keeley Aerospace. The company was founded by Bart Webb who heads the Aerospace & Defense M&A and Consulting practices for Janas. Keeley Aerospace was marketed to much larger international companies which lacked its’ breadth of capabilities and depth of engineering, and ultimately sold for 20 times adjusted EBITDA.
As my representatives, you understood my business, my opportunities and my challenges. Your firm knew how to tell my story. Because of your international connections, my company sold to a Canadian buyer.
CONSUMER PRODUCTS & SERVICES
It takes passion, ingenuity and persistence to build a trusted consumer brand—and its those qualities that drive consumer spending, which accounts for more than 70% of the US economy. Janas has represented companies that are major brands such as:
- Chevron Corporation
- Jiffy Lube
- Western Exterminator, Inc.
- Santa Barbara Olive Company
- Mr. Gasket Company
Janas has successfully represented iconic brands and companies that support them in both M&A and Consulting assignments. Clients include specialty packaging, advertising/media, specialty design, and other creative services
But just like a successful brand requires product positioning, so too do companies looking to buy or sell. Janas is expert at reading the market and discovering your company’s unique value proposition. Our ability to tell your compelling story to the right buyer has led to exceptional results for our clients, such as:
Sell Side. Western Exterminator. Janas recognized that the company was overstaffed and a buying group that did not provide lowest cost purchases. Janas analyzed the publicly available operating information about the buyer, a London based Public Company. We concluded that the effective multiple to the buyer could be effectively reduced by applying its parameters to the Janas client. The company sold for 24X EBIT.
Expansion Consulting. Aqua Hotels & Resorts. Janas consulted and supported the efforts of the client to expand its hotel management services to the Mainland from Hawaii.
Sell Side. CRUSH Creative, Inc. Entertainment Printing company serving Retail Chain Stores and the Movie Industry was bought by Merisel, Inc., a public company, for a 30% premium over the prior 4 acquisitions. Janas identified one-time challenges and substantial sales opportunities at Nike stores.
Sell Side. Jiffy Lube Franchisee. The client undertook to sell the company without representation and received an offer of $38 million, including real estate. Janas was engaged and pursued an auction for the 90-unit franchisee. The Company sold for $62 million and the owner retained $30 million of real estate.
Strategic Planning. Chevron. This super-major oil company wanted its distributors to become more corporate. Janas analyzed the operations and ownership of three geographically diverse distributors. The planning process determined each distributor’s organizational readiness to make acquisitions. This kicked off a 15 year industry consolidation in which Janas completed more than three dozen transactions.
DISTRIBUTION & SUPPLY CHAIN
Southern Californis is the nation’s largest manufacturing center and home to ports that process 37% of US imports. It is also the home of many premiere distributors.
Buying up regional distributors has been a highly profitable strategy for Private Equity and Strategic Buyers. Janas bankers have participated in distributor roll-ups that have been exceptionally profitable for both buyers and sellers. As a result, we know the true value of your business as part of these lucrative transactions—regularly getting prices for our clients that exceed their expectations.
Representatives of transactions are as follows:
Sale. Sierra Energy, Inc. engaged Janas to sell the company with seven geographically separated marketing divisions. After an effort to sell the company in one piece, Janas developed an alternate strategy and marketed the divisions separately. The result was a valuation, including a division that was retained, was triple the offer as a sale in one piece.
Profit Enhancement and Sale. Magnus Mobility Systems, Inc. acquired a company to increase its geographic reach, but ran into transition problems. Janas advised management on the turnaround and prepared the company for sale. It sold for a premium price, more than 40% above industry average due to its unique fit with the buyer. The owner was so impressed by the fit that he rolled over a portion of his purchase price.
Sale. Poma Distributing, Inc. Janas marketed this Petroleum Distribution company and its subsidiary to a variety of strategic and Private Equity buyers. The Company was well managed, including sophisticated accounting and management support systems. Poma sold to Levine Lichtman Capital Partners for the highest EBITDA multiple that had been paid for a Petroleum Distributor.
Sale. Janas client, Redwood Oil Company, Petroleum Distributor, sold as a bolt-on to the PEG as an ideal complement to Poma, SoCal added NoCal in the San Francisco Bay Area. The combined companies resulted in increased sales of 80%.
Sale. St. Worth Container, Inc, a Janas client, and a manufacturer of corrugated boxes was sld by Janas to Spell Capital, a Minneapolis based Private Equity Group. Janas recognized specific differences in the operating plan of the client and told the story in detail. The company sold for 40% more than normal for companies in this industry.
Strategic Planning. Chevron Corporation engaged Janas to determine the readiness of three of its distributors to grow through acquisition. The client was seeking to encourage its distributors to combine and operate as corporate managed companies. This kicked off a 15 year industry consolidation in which Janas completed more than three dozen transactions.
ELECTRONICS & TECHNOLOGY
Technology is incorporated into every aspect of modern life. Artificial Intelligence is opening new avenues of Intellectual Property development. Janas represents companies that possess valuable IP and growing market positions. In some cases we have encouraged clients to seize immediate opportunities to cash out and, in others, to take their business to the next stage.
Janas clients include a broad range of technology companies, many with specialty applications, including:
- Smart Products Getting Continually Smarter. RainMaster Sprinkler Controllers, GridRx Powerline Monitors, Altergy Fuel Cell, Gorilla Circuits.
- Software and Game Development. Lexipol First Responder Educational Software, Innovative Computing Systems Legal Office Suite of products, See Games Movie-Themed MMOG, and Mini-Social’s On-Line Retail Flash Site.
Transactions that involve valuable Intellectual Property present unique issues. Janas has the experience in achieving premium deals completed despite challenges:
Recapitalization – Gorilla Circuits, Inc. The company had three owners, one of whom encountered health challenges and needed to sell his 1/3rd. Although the company was historically profitable, it lacked the liquidity to buy their co-founders ownership. Janas obtained a commitment for a Dividend Recap to buyout the exiting owner.
Sale – KEMAC Technology, Inc., a Photo Chemical Etching Manufacturer of circuits for prototype and short run parts was marketed by Janas. Our first sale attempt was derailed by the Great Recession and buyer concerns about management wanting to make a “clean exit.” Janas recommended hiring a young sales engineer instead of a COO to provide continuity to buyers—resulting in a 60% higher multiple and no earnout despite the recession. It continues in business as part of Tecomet, a portfolio of Charles Bank Capital Partners.
Consulting — Lexipol. On line first responder training and annual company. Strategic planning early in development stage. Successfully grown and sold with the help of Janas advice.
Buyside Consulting—Innovative Computing Systems. Advised owner regarding the purchase of a direct competitor. Provided in depth analysis of merger savings, sales opportunities. Janas recommended against the purchase due to owner’s personal objectives and level of risk tolerance. The owner grew to appreciate the value of his own business and with renewed determination, chose to hold and grow Innovative.
Business Development—Machine Vision Robotics. Put together plans and secured increased sales for Olympus Industrial Microscopy, and Leica Microsystems & Optical Gaging Products providing state of the art Machine Vision Robotics to Manufacturing throughout North America and Asia.
FOOD PROCESSING & RESTAURANTS
The Food Industry, according to USDA statistics, produced more than $900 billion in sales in 2017 in the USA. Janas professionals have served clients at many levels of this industry including contract food manufacturers and processors, restaurant operators, franchisors, and retail brand consumer food products.
Over the last 25 years, Janas has brought its in-depth knowledge about how to operate in an Industry vulnerable to the swings in farm commodity prices. We have helped our client’s access capital, make acquisitions, and receive premium valuations when they choose to sell. Janas has its own proprietary database of more than 1,000 prospective Food Industry buyers with whom we are in regular contact. Janas contacts include strategic buyers that are making acquisitions to extend geographical reach.
Representative transactions are as follows:
Strategic Acquisition. Janas client, Daesang America, Inc., a subsidiary of Daesang Korea, a $2.5 Billion Global Manufacturer of Sauces & Ingredients, was seeking to expand manufacturing into North America. Based on specific search criteria Janas identified 12 potential sauce manufacturers located across the USA that met the acquisition criteria of the client in products, markets, and annual sales.
Sale. Santa Barbara Olive Co., is prominent consumer branded grower and processor of olives and assorted Mediterranean foods and salsas. At the beginning of the Great Recession its owner was unable to renew existing loans and needed to sell under a compressed timeline. Through our extensive contacts, we secured a great deal from an exceptional strategic buyer to carry on this iconic brand’s legacy.
Sale. American Draft Equipment, LLC, Draft Beer Equipment Suppliers. Janas negotiated the sale as a 100% Leveraged Buyout acquired by a US subsidiary of Micro Matic Holdings, A/S, Copenhagen, Denmark.
Working Capital and Equipment Finance. Janas negotiated with lenders who restructured Working Capital and Term Debt of Burbank Bar & Grill, Inc. and advised management in management focused financial reporting.
Debt and Equity Financing. Janas arranged debt and equity financing for its client, Café Diva, Inc., Specialty Coffees, to finance organic growth and acquisitions.
Acquisitions and Sale. Coweta Farms Georgia, LP and Rivercrest Ranches, Inc., Montana. The companies acquired and leased more than 100,000 acres of ranch and farmland. Operations included cattle production, feed and grain farming, and timber production. The properties were sold in various transactions.
Buyout of Family Shareholder and Other Advisory. King Cheese Corporation, a family owned company facing second generation management challenges. In addition to executing a buyout a family member’s interest, Janas provided analysis of damages in a successful claim against a competitor.
The US Healthcare Market is approaching 20% of US GDP. Of the top Fortune 50 companies, 42 have significant healthcare operations. Janas focuses on high tech manufacturing and supply chain companies supporting this growing sector of the economy. The sale of Janas clients in the Health Care Industry have commanded substantial premiums.
Representative transactions are as follows:
- AMD Lasers, Inc. Janas guided the selection of key management and prepared the company for rapid expansion. Janas negotiated generous credit terms from its Shanghai supplier, secured intellectual property rights, and won a succession of product price reductions. The company became the dominant force in dental diode lasers. None were patented. Janas asked the buyer, “Do you want to acquire a company with patents? OR do you prefer a commanding and growing market share?” Janas negotiated its sale To Dentsply Sirona, Inc. for 20X EBITDA.
- Buy Side. Fotona, d.d. Janas arranged the purchase of this Slovenian Medical Laser company by its US distributor, Janas client Technology4Medicine, Inc. Janas provided a turnkey transaction, arranging Slovene legal counsel, political support and debt financing. Our strategic vision of rebranding the company through US ownership paid off for the Janas client and Gores Group who backed the transaction. The combined companies sold three years later for what was reported in the Ljubljana press for approximately 4 times the original price.
- Value Consulting and Sale. Janas provided consulting advice that substantially increased the value of client Anzon Company, a manufacturer of precision osteo implants. Facilities were downsized and new equipment was acquired to enhance manufacturing capabilities. As Janas predicted, the Company won new business and was sold through Janas for more than 3 times its value prior to implementation of Janas advice.
- Organizational Changes and Sale. Janas client, Kemac Technologies provided prototype and short run parts to manufacturers of electronics for medical and general industry applications. The owners wanted a “clean exit” with no earnout and a quick transition. Our first sale attempt was derailed by the Great Recession and buyer concerns about management making their clean exit. Janas recommended hiring a young engineer instead of a COO to provide continuity to buyers resulting in a 60% higher multiple and no earnout despite the recession.
- Strategic Exit Strategies. Janas advised the owner of client, Konigsberg Instruments, Inc., a Designer and Manufacturer of Biotech Sensors for Medical and Military Research. The retiring owner’s goal was to pass the company and its real estate to family members.
INDUSTRIAL & MANUFACTURING
Janas serves Industrial and Manufacturing clients in North America and internationally from China to Eastern Europe. Los Angeles and environs constitute the largest diverse manufacturing area of the United States with more manufacturing than the entire State of Michigan. The area provides unique products and services to customers through innovation, flexibility and quality.
Janas professionals have served as senior executives and business owners of specialty manufacturers. Success for Janas clients reflects our ability to relate to client challenges. Janas serves companies engaged in:
- Aerospace and Defense
- Automotive and Truck
- Cosmetics and Beauty
- Food Processing
- Fashion Components
- Medical and Dental Devices
- Petroleum Compounder/Blenders
Janas professionals focus on your business is differentiated to enhance Enterprise Value. Janas has been especially effective in its telling client stories so that, over the past decade, Janas has completed more than 80% of Sell Side mandates.
Representative transactions are as follows:
Sale. Pervo Paint Company. This profitable company had multiple challenges to a successful sale–inventory shortages, a sales tax surprise, underfunded union pensions, and superfund obligations. Janas consulted with the client to successfully resolve the issues. Pervo was sold by Janas for 10X EBITDA plus $4.0 million in post-closing income from tax savings, EPA settlements and other values.
Growth Planning. California Medical Innovations, Inc. The sales of this latex compound product manufacturer had stalled. Janas analyzed company capabilities and identified numerous sales opportunities to new customers. Management embraced Janas Consulting recommendations. Sales increased by 63% over two years.
Manufacturing Joint Venture. A long-time client, Lubricating Specialties Company, was approached by a Chinese distributor of specialty lubricants. Distributor sales had plummeted after the products were no longer “Made in America”. Janas led negotiations that resulted in a mutually beneficial Joint Venture. The Janas client owned 51% of the Joint Venture post-closing.
Strategic Planning and Sale. Molding International & Engineering, Inc. Janas prepared a Strategic Plan for the two owners. Janas then supported a flexible robotics plan that significantly reduced capital investment to bring on new programs, making even smaller programs eligible for six-sigma robotics. Janas directed the owners – an engineer and a CPA – to swap their management focus to reflect each owner’s strengths. Janas identified a strategic buyer whose valuation at closing tripled the Enterprise Value of MIE as compared with the value four years earlier.
Sale. St. Worth Container, Inc. The Company is a manufacturer of corrugated boxes for whom Janas identified a Private Equity buyer. Janas recognized that the Company operated as a ‘fast delivery supplier’ in a lead-time industry garnering a 30% premium over typical sheet plant valuations. The CEO rolled over a minority ownership position with protective rights and entered into a favorable management contract negotiated by Janas.
FINANCE – DEBT & EQUITY
Janas takes both a domestic and an international approach to finance for its clients. Timing, geography, and concept are fundamental to maximizing favorable funding opportunities. Debt and Equity funding are available domestically and internationally from a variety of bank and non-bank institutional sources. Commercial Banks and Commercial Finance Companies continue to be an important source of corporate operating company liquidity, and since the Great Recession have been joined by non-bank lenders and family offices.
The low interest rate environment has pressured investors to search for yield, a focus that has resulted in an abundance of capital seeking to finance middle-market, privately owned companies.
Loan types include buy-outs, buy-ins, cash flow loans, asset backed loans, invoice and inventory finance, private bonds issuances and securitizations, sale and lease backs are common transaction types. Equity and Unitranche financing are available from Private Equity Groups (“PEGs”).
Larger institutional investors are broadening their mandates to include middle-market opportunities. This migration has caused middle-market investors to seek smaller deals and private company transactions. The Source of Capital providers is broad. Banks no longer dominate the market as they have historically. Non-bank lenders have emerged in the vacuum
Privately-owned, smaller and mid-market companies have a window of opportunity to take advantage of this abundance of liquidity. “Make hay while the sun shines”.
Representative transactions are as follows:
Industry Study. Wells Fargo Bank. Janas performed an assignment for Wells Fargo Bank in which we reported on the Petroleum Compounding/Blending Industry that allowed the bank to make an aggressive loan proposal.
Refinancing. Elmore Pipe Jacking, Inc. Janas was engaged by this construction company to refinance numerous loans for equipment finance and working capital. Janas prepared a Business Review, contacted ten lenders, and refinanced existing debt plus expansion financing.
Transaction Finance. Poma Distributing, Inc. had executed a Letter of Intent with a multi-billion Private Equity Fund identified by Janas. To complete the acquisition, Janas negotiated a lending facility with Bank of America.
Transaction Finance. Fotona, d.d., a Ljubljana, Slovenia company, was acquired by Janas client, Technology4Medicine. Janas negotiated with Gores Private Equity to become the client’s financial partner. Janas identified an International Bank that provided a loan for 1/3rd of purchase price.
EX-IM Bank Financing. Janas obtained financing for its client, Tandis, Incorporated, for an Automated Manufacturing line to produce RFID Identity Cards for the government of China. East West Bank provided an EX-IM Bank guaranteed loan. The loan funded 100% of the costs of manufacturing, installation and training.
Private Equity Financing. Living Edge (Aust) PTY, Ltd., a Janas client, sought to acquire Design Within Reach, Inc. Janas obtained a $120 million commitment from a Private Equity Group to provide flexibility for a bidding process that started at $82 million.
According to USDA statistics, the Agriculture Industry in the US produced $132.8 billion in sales in 2017, not including the contribution of ingredients for a wide variety of food related products. Janas professionals have served clients at many levels of this industry from farm to table – including vegetable farming, livestock production, grain and hay, and fruit and berries, among others.
Swings in farm commodity prices provide challenges that require Janas to help our clients access capital, make acquisitions, and receive premium pricing when they choose to sell. Janas has an extensive proprietary database of Private Equity Groups who acquire food processing companies. Janas contacts include strategic buyers that are making acquisitions to extend geographical reach.
Representative assignments are as follows:
Acquisitions and Sale. Rivercrest Ranches, Inc., Montana. The company acquired and leased more than 100,000 acres of ranch and farmland that included six different ranch properties. Operations included cattle production, feed and grain farming, and timber production. The properties were sold profitably in various transactions.
Debt Renegotiation. Muranaka Farm, Inc. The company bank had sold its credit line and mortgage debt at a discount to an investment group that purchased troubled loans. Janas determined the discount that was paid, negotiated with the loan buyer, and settled the debt for 80% of face value.
Acquisitions and Sale. Coweta Farms Georgia, LP, Georgia. The company acquired two, 600-acre farming operations that produced timber, beef cattle, hay and grain. After several years of operations, the properties were subdivided and sold for a significant profit.
Consulting and Sale Initiative. Desert Valley Date, Inc. Janas consulted with the company regarding presentation of a contract to produce Trail Mix for a government program to feed needy, elderly recipient. Janas generated eight offers. The owner retained the company after his son agreed to join the company.
Distressed Sale and Debt Negotiation. Genesis Growers, Inc. was in loan default and approaching bankruptcy. Janas coordinated between lender and owner. The nursery stock was sold in a distress sale, no bankruptcy was filed, and the lender released the owners’ personal guarantee.
Company growth can be accelerated through acquisitions. A successful acquisition is defined as:
“Realization of the goals for integration and growth that were planned before transaction closing.”
The first step in planning growth through acquisition is to define the elements of the acquisition:
- Identify strategic parameters including size, type of business, vertical or horizontal combination geography.
- Locate companies that fit the parameters and actively pursue them.
- Plan the integration of organizations post transaction closing.
Janas has learned through years of Buy Side experience how to open the doors of companies that are not actively for sale.
Representative Buy Side assignments are as follows:
FOTONA, d.d. Technology4Medicine engaged Janas to negotiate the acquisition of Fotona, Ljubljana, Slovenia. The Company was distributor for Fotona, manufacturer of laser medical and dental products. Janas negotiated a transaction; obtained equity financing from Private Equity Firm, The Gores Group and financing from the Solvene subsidiary of a Russian bank. The transaction required 37 months. Janas obtained support from the United States Embassy and the US Chamber of Commerce.
Sher Plastics, Inc. German company, William Prym Holding GmbH, engaged Janas to lead the effort to acquire Sher. Janas identified Sher as a Target and developed a relationship with the owners. We negotiated basic acquisition terms, prepared the Letter of Intent, and participated in the transaction closing.
Olympic Oil, Ltd. Janas sold Olympic to The Riverside Company after which Riverside engaged Janas to identify other acquisition targets for a ro-llup in the Petroleum Compounding/Blending Industry.
Able Card Corporation. Janas represented the owners of Able Card in the sale to First Nations Capital Partners. Subsequently, Janas identified the need for a new CEO, identified a highly experienced executive from the industry, and placed him at Able Card. Subsequently, the company has grown aggressively.
Christy’s, Inc. Janas recognized the need for growth through controlling production of its product lines. Christy subsequently acquired a production company in Florida that gave it control of product quantities and quality.
Lubricating Specialties Company. LSC engaged Janas to lead the effort to acquire a Lubricant Compounding/Blending plant that was closed. Janas negotiated with a Chinese based distributor to provide funding for 49% ownership. The transaction closed and the plant was reactivated into a successful operation.
Martek Group. Janas was engaged and identified 14 potential US acquisitions including 8 companies that Martek had unsuccessfully approached. Martek successfully completed an acquisition of a target and the Martek Group was sold.
SUBSEA Solutions, Inc. Janas evaluated the efficacy of acquiring similar companies. Janas determined the relatively value of both domestic and international targets. The much larger company sold itself successfully after integration of the merged companies.
Equion Corporation. A Janas banker negotiated 7 acquisitions for this public company. On average after closing, each acquisition doubled in sales and tripled in income. When the company sold 10 years later, the shareholders received $100.0 million on a $1.25 million equity investment.