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SECTOR EXPERTISE

Janas Focus

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.

JANAS relates to client financial challenges resulting from the Novel Coronavirus Pandemic. During our 25-years of client service, the firm has supported clients who were severely impacted by economic downturns. JANAS will support clients with challenges:

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.

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.

Testimonials

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.

Larry Dixon

CEO, Owner, LMDD Enterprises, Inc., dba Dixon Hard Chrome

AGRICULTURE

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.

Testimonials

Janas has performed services for Muranaka for a decade. Janas renegotiated our real estate and credit line debt with an excellent result. Janas worked with us to resolve farmland and environmental issues. The firm identified Appraisers to determine the financial value of the company. Janas has become a Trusted Advisor.

Harry Muranaka

Chairman, Co-Owner, Muranaka Farm Inc.

You changed my view of real estate to focus on ranching. As a result of your ideas, we acquired more than 100,000 acres of Montana ranch land, ran 5,000 mother cows, and hired many cowboys. Over a decade, we operated and sold those ranches profitably.

Charles R. “Chuck” Stelling

Owner and Principal Broker, Stelling & Associates, Missoula, Montana

I was hired to manage the operations of Hillview Farm and Mountain Creek in Georgia, properties with 1,200 acres of farmland and timberland. I reported to Carter Freeman who knew what was needed and provided direction. We cleaned up the properties and successfully bred a commercial cattle herd. My time as Farm Manager was an important learning experience.

Kim Mobley

Farm Manager, Coweta County, Georgia

BUY SIDE

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.”

Steps in planning growth through acquisition requires definition of the elements of one or more acquisitions:

  • Identify strategic parameters that include size and type of business, vertical or horizontal fit and focus, and geography of Targets.
  • Identify companies that fit the parameters and have Janas actively pursue them.
  • Janas and client work together to open doors to receptive owners of companies and gather financial and operating information.
  • Negotiate transaction terms, complete Due Diligence and close transaction.
  • 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.

Testimonials

My partner and I entered a buy side agreement with Janas several years ago. The firm identified numerous targets and arranged financing. Working as a team, we identified potential targets and met with several lenders. Ultimately, I accepted an executive position with an international Fashion Industry company that engaged Janas to pursue the acquisition of a company identified in the original search. Janas professionals arranged and attended meetings, prepared the Letter of Intent, negotiated with the sellers, and interfaced with the acquirers M&A Department resulting in the successful acquisition of the targeted company. All in all, my experience with Janas was excellent.

Brian Moore

CEO , Prym Fashion

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
  • Panasonic
  • 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.

Testimonials

Your advice and focus on our company becoming more transparent turned out to be the best advice ever. Your insistence directed an approach that resulted in our success in going public in Hong Kong. ‘You told me so.

Huang Yi

Co-Founder and Senior Official, Zhongsheng Holding Co., Inc., Dalian, China

CRISIS MANAGEMENT

An excerpt of an article in the April 28, 2020 issue of The Wall Street Journal said:
“The economic earthquake the coronavirus has unleashed is likely to
trigger a wave of corporate distress and bankruptcy unseen in years.”

Janas has a singular set of qualifications for companies that are experiencing serious challenges related to economic and operational issues. Our firm understands resolutions for negative business situations as both experienced Merger & Acquisition intermediaries and Management Consultants.

Successful resolution of litigation, bankruptcy and operational challenges requires professional services from those who “have been there and done that.” Through decades of addressing challenges as Senior Executives, CFO’s, Company Owners, CPA’s, and Management Consultants, we start engagements “ahead of the game.”

We are all painfully aware of the economic chaos caused by the Novel Coronavirus. Janas clients have faced financial challenges during several recessions during the 25-years that Janas has been in business. During the Great Recession of 2007-2008, Janas worked with various clients who faced financial challenges and helped those companies to return to health.

Janas experience includes a wide variety of business and real estate advice to support clients with challenges. Our professionals are acknowledged experts with extensive experience in operations, management, sales and marketing, and banking and finance particularly related to Crisis Management.

Our consulting and professional solutions, combined with strategies to solve business challenges, are a result of the personalized, senior-level attention provided by Janas. When companies, owners, partnerships and corporations, lenders, or borrowers need an Advisor with a history of success, contact Janas.

Janas is Trusted Advisor to you and your company when you need a decision-maker or a skilled negotiator. We facilitate confidential communications that positively impact your business. Janas professionals can act as State Court-Appointed Receiver, Interim Trustee, Provisional Director, Interim CEO, Liquidating Agent, Assignment for the Benefit of Creditors (Alternative to Federal Bankruptcy Court), and an advisor in Crisis Management and Special Assets.

Janas expertise includes advising in Crisis Management, Special Assets, and Assignments for the Benefit of Creditors.

When company management poses the question: ‘What do I do?” The Janas response is to provide direction to corporate and operating challenges.

• Bankruptcy-Real Estate. Janas was engaged by the Creditors Committee, headed by JP Morgan Chase, of the largest bankruptcy case for a housing developer during the Great Recession. When the assignment started, there were millions of dollars of claims by banks and others. An appraisal stated that there would be no cash recovery. During the seven years of the engagement, Janas negotiated the reduction of million dollars and claims and returned $30 million to creditors, net of consulting and legal fees.

• Bankruptcy-Petroleum Distributor. A Janas professional became VP and Controller of an aspiring, integrated petroleum company immediately after it filed for Chapter XI protection. Over the ensuing two years, with the support of the Creditors Committee, the company constructed a refinery to provide gasoline to its 200+ company owned service stations. The company fully repaid all creditors, achieved sales of $250 million, and pretax profits of $56 million. An innovative tax strategy conceived by a Janas professional sheltered $50 million of profits for two years.

• Litigation Support—Forensic Accounting. Post-bankruptcy lawsuit by former employees contended that the Janas client had inappropriately taken cash out of the company. In the dispute were financial statements which showed significant earnings; however, few detailed records still existed. Janas performed statistical analysis and other forensic accounting in a voluminous report. The lawsuit was dropped shortly thereafter.

• Environmental Superfund Settlement. Janas sold a paint manufacturer for 10X EBITDA, but sellers retained a $1,700,000 Superfund obligation. Janas performed an expected value calculation using government statistics, zero coupon bonds and other metrics and negotiating a settlement of $100,000.

• Operations Restructuring. After the 9/11 catastrophe, a strong US dollar and significant tax advantages encouraged medical product companies to move production to Switzerland and Ireland. A Janas client lost almost half of its sales and 70% of its profits. Lacking a CFO, the company retained Janas to recommend methods to increase profits and position the company for growth. Janas recommended not renewing the lease on one of three factories, sell off excess assets, and use the proceeds to purchase advanced machining centers. A few years later, when production moved back to the US, our client was poised to take on more complex machining and sales boomed. Janas sold the client for more than triple their value when Janas was first engaged.

Testimonials

During and after the Great Recession, Janas worked with our joint client in Chapter 7, subsidiaries of Woodside Homes, the largest residential developer bankruptcy during that period. For the seven years that the assignment continued, Janas renegotiated millions of dollars of lender, partner, and joint venture claims. The result included significantly higher recovery for lenders than projected and resolved numerous other claims The firm was focused and efficient.

Brian L. Davidoff, Esq.

Chair, Bankruptcy, Reorganization & Capital Recovery, Greenberg Glusker Fields Claman & Machtinger LLP

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.

Testimonials

I am convinced that the story that Janas told about Redwood created a lot of value. The sale price of my company exceeded my expectations. I will retire with a smile on my face.
Bob Barbieri

CEO, Owner, Redwood Coast Petroleum Company

DUE DILIGENCE MANAGEMENT

Janas Acquisition Support Services Helps Buyers Gain a Competitive Edge

The stubborn Novel Coronavirus Pandemic has made travel to visit acquisition candidates difficult. Visits that might have been an integral part of the initial evaluation are postponed until later in the acquisition process. This places out-of-town buyers at a disadvantage as compared with local Strategic Buyers and Private Equity Groups–who can react more quickly throughout the entire initial due diligence and bidding process.

The Janas Team of experienced executives and advisorsare available advisors to support your acquisition efforts in California, Hawaii, Nevada, and Arizona. Janas will help you:

  • Build your relationship with acquisition candidate owners/manages
  • Provide on-site review of management, operations, and markets
  • Serve as the contact point to identify a local or a regional CPA firms to coordinate preparation of the Quality of Earnings Report at reasonable cost
  • Conduct a Customer Survey to confirm type, size. Quality and stickiness
  • Identify, engage, and oversee Environmental consultants with whom Janas has existing relationship
  • Undertake a Human Resources review to identify and verify numbers of employees, tenures, and positions of responsibility
  • Document collection and flag company documents for critical review
  • Provide introduction to local resources, including other specialized professionals, for quick evaluation of future prospects, speed up data flow, evaluate local services, and evaluate the local business climate

Janas consultants have executive backgrounds and decades of deal experience across an array of industries. Unlike many Investment Bankers, the Janas Team all had prior lives to broaden their experience and professionalism such as:

  • Founders, CEO’s, CFO’s and CMO’s of public and private companies.
  • Partners in International CPA and Consulting Firms. California and International M&A Legal Counsel.
  • Manufacturing and Operational Consultants
  • In Depth Deal and Operating Experience in 10 Industry areas.
  • Management of Due Diligence process for hundreds of sell-side clients and dozens of buyside clients.
  • and decades of hands-on M&A experience.
  • Buyside Advisory Clients: The Riverside Company; Gores Group; Audax Private Equity; Platinum Equity; Chevron Corporation; Lubricating Specialties Company; Panasonic; Martek Power; Technology4Medicine, Inc.; William Prym Holding, GmbH; Daesang Korea Corporation; Crane Co.: and others.

Since the Great Recession of 2007-2008, there has not been such a disparity between buyer liquidity vying to make acquisitions against a shortage of qualified acquisition targets. The uncertainties of the Pandemic must not delay your firm from aggressively pursuing those rare targets you absolutely want.

Use Janas as your “Branch Office” in the Southwestern USA and Hawaii to accelerate your access to critical insights into acquisition candidates in the context of your investment thesis.

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.

“After pushing the pause button during the coronavirus pandemic, big enterprise-technology companies later this year are expected to go on a shopping spree for smaller tech firms, industry analysts say.” The Wall Street Journal. May 21, 2020

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.

Testimonials

My co-founder and I engaged Janas to prepare a Strategic Plan for the company we founded, Molding International & Engineering, Inc. (MIE). The valuation of the company at that time was below our needs. Janas supported our efforts to enhance our automated work cell technology driven manufacturing processes and to modify the Company management direction by supporting a change in individual responsibilities. Four years after we engaged Janas, the firm sold MIE during the Great Recession for more than three times the original valuation.

Craig Heiserman, CPA

Former Senior Executive and Board Member, MIE, Partner Heiserman & Hamer, CPA’s, Temecula, CA

ENVIRONMENTAL & REAL ESTATE

Janas has many clients – Sell Side and Buy Side – in which real estate – sell, acquire, lease – is an integral part of Transactions for sale and acquisition of a business. Many of our clients are engaged in businesses that have environmental challenges.

Transactions have included real estate sale, purchase, lease, and environmental challenges. Examples of such transactions are as follows:

• Poma Companies. A family partnership retained ownership of the real estate when Janas sold the company. Janas negotiated a lease to the acquirer and negotiated an escrow of $600,000. The escrow deposit was the estimated clean-up cost by an environmental engineering firm for environmental cleanup. The agreement provided that the owner would oversee the cleanup. The final cleanup cost to the Janas client was $200,000.

• Aerospace Chrome Processor. Janas sold a chrome plating facility that had been owned and operated by family members for 60 years. The company was in an old industrial area of Los Angeles. Because of perceived environmental challenges, the owner was convinced that the real estate would not sell. Through Janas efforts, environmental issues were resolved to the satisfaction of buyer and seller.

• Lubricating Specialties Company. Janas negotiated a transaction for the client with a Chinese distributor to re-open a plant abandoned by the buyer in an earlier transaction. The Chinese company purchased the real estate and provided capital to re-equip the plant. Janas negotiated for LSC to own 51% of the new operating company that leased the plant from the distributor.

• Kenny Strickland, Inc. The owner wanted to sell his company, a petroleum distributor, and its real estate. His specific direction to Janas was: “When I leave California, I don’t want to see anything out of my rearview mirror.” Janas engaged an environmental engineering firm on behalf of the Janas client and negotiated a resolution of environmental challenges. The acquirer purchased the company and the real estate. Buyer indemnified the Janas client from any future environmental claims.

• Real Estate Leases. Janas regularly negotiates the transfer of facility leases from seller or owner to the acquirer of businesses in a variety of industries – petroleum compounding/blenders and distributors, Aerospace & Defense manufacturers and distributors, value-added distributors, and medical product manufacturers, among others.

• Fanticola Companies, Jiffy Lube Franchisee. Janas was engaged after the client had an offer than included purchase of extensive real estate holdings. Janas was engaged and successfully undertook a sale process of the operating company. The valuation upon closing from the initial buyer was 78% higher than the offer before Janas was engaged, including retention of $30 million of real estate.

Janas negotiates sale, acquisition and lease of real estate as an integral part of most Merger & Acquisition transactions. The ability to understand and negotiate the real estate part of transactions is integral to successful M&A transactions.

Janas has closed dozens of transactions in industries that, by definition, have or may have real estate related environmental challenges. Janas understands that environmental assessments and treatment are time consuming. Janas maintains relationships with Environmental Engineering firms that can both assess and resolve environmental challenges.

Testimonials

I have worked on assignments with Janas and Barton Webb, Managing Director, when their client company’s real estate identified potential environmental challenges. They have successfully navigated clients through difficult decision paths to closure on M&A assignments involving environmentally impacted real estate owned by their sell side client companies.

Peter S. Baty

Partner, ALO Advisors

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.

Testimonials

Thank you for aggressively arranging the refinance of all my company debt. The financing consolidated debt from 12 lenders to one. You increased my credit line, decreased the interest rate and extended payoff terms. Your success ensures my company’s success.
Bill Elmore

Owner, Elmore Pipe Jacking, Inc.

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.

HEALTHCARE

​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.

Testimonials

At the end of our meetings in Shanghai with our client’s manufacturer: “The result of your negotiations demonstrated your experience in China. You replaced a three-page agreement with a 30 page agreement to get my intellectual property back, you got the price per unit reduced by 20%, and you renegotiated purchase terms that will result in my company getting $2 million dollars in free credit. Without you, I would still be at a severe disadvantage. Thank you. Let’s do more.”
Al Miller

CEO, Owner, AMD Lasers, LLC

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.

Testimonials

My co-founder and I engaged Janas to prepare a Strategic Plan for the company we founded, Molding International & Engineering, Inc. (MIE). The valuation of the company at that time was below our needs. Janas supported our efforts to enhance our automated work cell technology driven manufacturing processes and to modify the Company management direction by supporting a change in individual responsibilities. Four years after we engaged Janas, the firm sold MIE during the Great Recession for more than three times the original valuation.

Craig Heiserman, CPA

Former Senior Executive and Board Member, MIE, Partner Heiserman & Hamer, CPA’s, Temecula, CA

The sale of Western States Glass, Inc. was quite a saga. The real hero was Janas Managing Director Steve Boehm who did an extraordinary job managing a difficult situation. He is the consummate professional and a top-flight Investment Banker – careful, thorough, and conscientious. Steve has great client relationship skills. I don’t know anyone else who could have helped walk our clients through such a difficult situation to a successful conclusion. I am very much looking forward to working with Janas and Steve in the future.

John W. Schwartz, Esq.

Principal, The Law Offices of John W. Schwartz

INTERNATIONAL

Janas and firm professionals have extensive experience serving international clients and domestic clients with international operations and interests. Services provided include Mergers & Acquisitions Sell Side and Buy Side; Manufacturing Supply and Terms; Economic Feasibility Studies; IPO Preparation; and Management Consulting in more than 30 foreign countries and territories.

Although the world has become global, high stakes transactions often go off the rails due to underlying cultural preferences and differences. Janas uses its extensive experience to identify and help bridge these differences, assisting clients in successful international transactions and operating relationships.

Telling your story and closing your deal across language and cultural lines
are key in international deals.

International assignments have been performed in numerous countries and territories:

Janas professionals understand the intricacies of conducting business in a variety of cultures. Several firm professionals and staff members started their careers and education in other countries. The firm has interfaced and gained cooperation from United States Embassies and Ambassadors to enhance its contacts in other countries.

Testimonials

My partner and I entered a buy side agreement with Janas several years ago. The firm identified numerous targets and arranged financing. Working as a team, we identified potential targets and met with several lenders. Ultimately, I accepted an executive position with an international Fashion Industry company that engaged Janas to pursue the acquisition of a company identified in the original search. Janas professionals arranged and attended meetings, prepared the Letter of Intent, negotiated with the sellers, and interfaced with the acquirers M&A Department resulting in the successful acquisition of the targeted company. All in all, my experience with Janas was excellent.

Brian Moore

CEO , Prym Fashion

Janas brought to Slovenia a knowledge of Merger & Acquisitions that did not previously exist in such detail. Janas demonstrated an ability to continue with a difficult transaction for a company controlled by the Slovenian government. The transaction closed – after 37 months. We would never have closed this transaction if we did not have Carter Freeman on our side. His exceptional emotional intelligence and his eagerness to close the transaction made it work. Thank you, Carter!

Uros Krizanec

Managing Partner, Sibincic Krizanec, Attorneys at Law, Ljubljana, Slovenia

Your advice and focus on our company becoming more transparent turned out to be the best advice ever. Janas professionals insistence directed an approach that resulted in our success in going public in Hong Kong. ‘You told me so.

Huang Yi

Co-Founder and Senior Executive, Zhongsheng Holding Co., Inc., Dalian, China

RETAIL AUTOMOTIVE SERVICE

Janas and firm professionals have extensive experience serving international clients and domestic clients with international operations and interests. Services provided include Mergers & Acquisitions Sell Side and Buy Side; Manufacturing Supply and Terms; Economic Feasibility Studies; IPO Preparation; and Management Consulting in more than 30 foreign countries and territories.

Although the world has become global, high stakes transactions often go off the rails due to underlying cultural preferences and differences. Janas uses its extensive experience to identify and help bridge these differences, assisting clients in successful international transactions and operating relationships.

​Representative transactions are as follows:

Sell Side. Econo Lube N’ Tune, Inc. operated and franchised 200 specialty convenience automotive service centers in 17 states. Its service centers provided most frequently required automotive services including tune-ups, chassis lubrication and oil changes, and brake inspection and repair. The company pioneered and founded the drive-through “quick lube” concept in 1973 and the “lube and tune” concept in 1975. It ranked 16th in 2002 and 14th in 2003 among Top Oil Change Plus Businesses by Nation Oil and Lube News.

Sell Side. Mister Car Wash acquired three car washes and four express lube stores. A Janas Associate initiated the transaction, actively supported negotiations, and acted as representative to the seller, a Limited Liability Company.

Testimonials

Not only did you achieve a valuation that was 150% higher than the highest offer I received trying to sell my 90 Jiffy Lubes myself, but you convinced my lender to waive a significant prepayment penalty. I am paying Janas a bonus to show my appreciation for a job well done.

Tony Fanticola

CEO and Owner, Fanticola Jiffy Lube