Janus International Group, Inc. · NYSE:JBI
Janus International — SPAC Merger (December 2020)
55 slides from Janus International's SPAC merger presentation, Dec 22, 2020
Slide 1: A Best-in-Class Building Product Solutions Platform
A Best-in-Class Building Product Solutions Platform INVESTOR PRESENTATION December 2020
Slide 2: Disclaimer
Disclaimer This presentation is being furnished solely for the purpose of considering a potential transaction involving Juniper Industrial Holdings, Inc. (“Juniper”) and Janus International Group, LLC (“Janus”). Any securities of Juniper to be offered in any transaction contemplated hereby have not
Slide 3: Disclaimer (Cont'd)
Disclaimer (Cont’d) Important Information For Investors and Shareholders In connection with the proposed business combination, Juniper intends to file a proxy statement with the SEC. The definitive proxy statement and other relevant documents will be sent or given to the shareholders of Juniper and
Slide 4: Today's Presenters
Today’s Presenters Ramey Jackson Chief Executive Officer, Janus 20+ years experience • Joined Janus in 2002 • Seasoned self-storage executive with deep customer relationships developed over 20+ years in the sector • Previously served as regional sales manager at DBCI and Atlas as well as VP of Sales
Slide 5: Janus Will be Supported by Best-in-Class Sponsorship
Janus Will be Supported by Best-in-Class Sponsorship The self-storage industry and Janus specifically was identified early (pre-COVID) as attractive by the Juniper team Shareholders with Aligned Interests to Continue to Achieve Success ?Leading provider of self-storage, commercial and access ?Manage
Slide 6: Why We Believe Janus Is a Good Investment
Why We Believe Janus Is a Good Investment Opportunity to own a self-storage / commercial platform with a great position in a great industry… for an attractive valuation $622MM 10.3% 26.0% FY2021E Sales (1) 3-Year Forward Sales CAGR (2) FY2021E Adj. EBITDA Margin (3) Attractive Industry Uniquely Posi
Slide 7: In Self-Storage Alone, Nokē Is a $1 Billion Opportunity
In Self-Storage Alone, Nokē Is a $1 Billion Opportunity Janus is driving adoption of Nokē in self-storage Proprietary Locking Systems Nokē Represents a Significant New Revenue Stream for Janus Large Market Opportunity Janus & Nokē Revenue Opportunity Factors Driving Adoption $ in MM U.S. Self-Storag
Slide 8: Transaction Overview
Transaction Overview Summary of proposed terms of transaction and timing (1) • Juniper Industrial Holdings, Inc. (“JIH”) proposes to enter into a business combination with Janus International Group, LLC (“Janus”) Transaction • Proxy expected to be filed in 1Q21 and closing as soon as practical there
Slide 9: Company Overview
Company Overview
Slide 10: Janus: A Best-in-Class Building Product Solutions Platform
Janus: A Best-in-Class Building Product Solutions Platform #1 in custom building product solutions and access control technologies for the self-storage and commercial industrial markets By The Numbers Why Janus Wins >20% Only global supplier of turnkey Differentiated solution-oriented model providin
Slide 11: A Unique Growth Story – How Janus Doubled Since 2016
A Unique Growth Story ? How Janus Doubled Since 2016 Strong organic growth compounded with disciplined M&A that has diversified and enhanced the Janus platform Revenue Growth Breakdown (1) Strong Organic Growth Platform Enhancing M&A $ in MM ? Janus developed the R3 category for self-storage ? Track
Slide 12: Multiple Levers for Further Value Creation
Multiple Levers for Further Value Creation Growth strategies enabled by differentiated underlying business fundamentals Well Positioned Robust Growth Ahead Compelling Risk Reward #1 Great position in a great industry Significant earnings and margins Multiple levers to create value 1? Market leader i
Slide 13: Market Leader in Custom Building Product Solutions
1 Market Leader in Custom Building Product Solutions Purpose-built over ~20 years as a differentiated solutions provider to self-storage… now replicating the playbook in commercial Our Markets Our Unique Position Markets Size Growth Self-Storage Commercial Self-Storage (1) Institutional Facility Non
Slide 14: Market Leader in Custom Building Product Solutions
1 Market Leader in Custom Building Product Solutions Purpose-built over ~20 years as a differentiated solutions provider to self-storage… now replicating the playbook in commercial Our Markets Our Unique Position Markets Size Growth Self-Storage Commercial Self-Storage (1) Institutional Facility Non
Slide 15: Full Lifecycle Partner
1 Full Lifecycle Partner Highly integrated with customers at each phase of a project across the planning, construction, security, and renovation Facility plan ? Integrated in customer planning cycles ` Facility planning ? Delivers design consultation and industry-leading architectural network ? Crit
Slide 16: End-to-End Customer Solutions for Self-Storage
1 End-to-End Customer Solutions for Self-Storage Proven ability to methodically grow revenue per square foot Proven Track Record of Growing Janus’ Content Per Square Foot ~$2.50 ~$4.65 ~$7.85 2002 2018 Today 2 / Sq. Ft / Sq. Ft / Sq. Ft 1 3 10 1 Roll-Up Doors 2 Faux Doors 3 Faux Windows 5 9 7 4 Swin
Slide 17: Broadest Product and Solutions Offering
1 Broadest Product and Solutions Offering Nationwide manufacturing and installation network enables Janus to be “local” to its customers Broadest Product and Solutions Offering (1) Largest Manufacturing Network With Nationwide Installation Network Top 5 Players Player A Player B Player C Player D No
Slide 18: Provider of Mission Critical Self-Storage Solutions
1 Provider of Mission Critical Self-Storage Solutions Small portion of facility cost, but high cost of failure Operators Partner With Janus for its Quality and Reliability Janus Focuses on Value-Added Sales • Installation of Janus’ products is typically the final action before a self-storage • Janus
Slide 19: Aging Facilities Require R3 to Remain Competitive
1 Aging Facilities Require R3 to Remain Competitive Public Storage – Torrance, California Extra Space – Santa Ana, California Before After Facility A Facility B • Janus provided multiple R3 offerings to Public Storage situated across the street from Extra Space • Public Storage was seeking an edge v
Slide 20: Leading Capabilities in Commercial Door Solutions
1 Leading Capabilities in Commercial Door Solutions Janus Is Capitalizing On Recent Investments To Drive Growth Overview of Commercial Segment • Janus competes within the metal commercial doors subsector, primarily composed of roll-up sheet, • Growth of distribution centers driven by rolling steel a
Slide 21: Nokē is Re-Defining Facility Management Through Wireless Solutions
2 Nokē is Re-Defining Facility Management Through Wireless Solutions Proprietary hardware and software that help businesses effortlessly manage their physical security “Smart locks” with patented Software solutions lock in Easy-to-implement technology, locking value, boost operator backbone where No
Slide 22: In Self-Storage Alone, Nokē Is a $1 Billion Opportunity
2 In Self-Storage Alone, Nokē Is a $1 Billion Opportunity Janus is driving adoption of Nokē in self-storage Proprietary Locking Systems Nokē Represents a Significant New Revenue Stream for Janus Large Market Opportunity Janus & Nokē Revenue Opportunity Factors Driving Adoption $ in MM U.S. Self-Stor
Slide 23: Self-Storage is a Unique and Well Structured Market
3 Self-Storage is a Unique and Well Structured Market A favorable industry structure where Janus is the industry leader Overview of the Self-Storage Industry Industry Structure Self-Storage Segment Share by Operator Type (by Sq. Ft. Owned & Operated) • ~65% of Janus’ sales are attributable to the in
Slide 24: Our Self-Storage and Commercial Markets are Attractive and Growing
3 Our Self-Storage and Commercial Markets are Attractive and Growing Janus is uniquely advantaged to benefit from mega trends driving the self-storage and commercial markets Demand Trends Janus End-Market Outlook ? Rising GDP in the US and Janus’ select Self-Storage Commercial Doors international ma
Slide 25: Increased demand has pushed industry utilization above already tight levels
3 Increased demand has pushed industry utilization above already tight levels Driven by As Americans Temporarily Left Big Cities 4% 27% Increase in Total Movers Increase in Temporary Movers 2.4x Moves vs. 2019 Increasing Self-Storage (1) Occupancy Rates (2) 23
Slide 26: Tight Self-Storage Market Driving a Need for Investment in Capacity
3 Tight Self-Storage Market Driving a Need for Investment in Capacity Janus is positioned to benefit from all paths operators may take to alleviate current utilization constraints Self-Storage Capacity is Tight Janus Positioned to Grow with Operator Capacity Additions MM sq. ft. Approximately $1Bn S
Slide 27: Proven Management Team with a Track Record of Success
4 Proven Management Team with a Track Record of Success Leadership team in place to drive the next stage of Janus’ growth Executive Background Ramey Jackson ? Seasoned self-storage executive with deep customer relationships developed over 20+ years in the sector; previously served as regional Chief
Slide 28: Management is Committed to Doubling Janus Again
4 Management is Committed to Doubling Janus Again History of delivering organic and inorganic growth provides path to near term goal of >$1Bn of annual high margin revenue Continuing a Long History of Consistent Growth (1) Revenue, $ in MM Near-term Goal: $1,000 • Continued M&A 2010A – 2020E CAGR: 2
Slide 29: Management has consistently grown the Janus platform
© Continued Topline Growth Forecasted With Robust Margin Expansion Management has consistently grown the Janus platform Historical and Project ive (Sin MM) & % Growth Tabi npedioe a near om ‘iar nconmecia ug eon “coset ononieert
Slide 30: Continued Topline Growth Forecasted With Robust Margin Expansion
5 Continued Topline Growth Forecasted With Robust Margin Expansion Management has consistently grown the Janus platform Historical and Projected Revenue ($ in MM) & % Growth Historical and Projected Adj. EBITDA ($ in MM) & EBITDA Margin (%) As Reported Revenue (1) As Reported Adj. EBITDA (1) (2) Y-o
Slide 31: Recent Momentum Drives Confidence In Near-term Forecast
5 Recent Momentum Drives Confidence In Near-term Forecast Earnings have re-bounded to pre-COVID levels and future earnings underpinned by a strong pipeline / backlog Janus Quarterly Revenue Trajectory – 2019 and 2020 Strong Pipeline and Backlog $ in MM, unless otherwise noted As Reported Revenue (1)
Slide 32: Janus is Firing on All Cylinders
5 Janus is Firing on All Cylinders ~10.3% annual organic topline growth forecast through 2023 $ in MM, unless otherwise noted +$187MM 10.3% CAGR Upside potential from accelerated penetration 736 26 95 30 36 (1) 549 2020E Sales New R3 Betco Commercial 2023E Sales Construction ’16A-’19A Realized CAGR
Slide 33: New Construction Forecast Deep Dive
5 New Construction Forecast Deep Dive 2021E projected growth reflects a recovery from the impacts of COVID New Construction Revenue by Quarter – 2019 and 2020 (1) New Construction Revenue by Year – 2019 to 2023 (1) $ in MM, unless otherwise noted $ in MM, unless otherwise noted Janus Core Janus Core
Slide 34: R3 Forecast Deep Dive
5 R3 Forecast Deep Dive New Construction revenue is supplemented by incremental R3 shift and continued emergence of Nokē Smart Entry in R3 R3 Revenue by Quarter – 2019 and 2020 (1) R3 Revenue by Year – 2019 to 2023 (1) $ in MM, unless otherwise noted $ in MM, unless otherwise noted Janus Core Janus
Slide 35: Asset Light Business Model Drives Best-in-Class Cash Flow Generation
6 Asset Light Business Model Drives Best-in-Class Cash Flow Generation Enabled by differentiated and stable margin profile and low capex requirements Free Cash Flow Drivers High Free Cash Flow with Superior Free Cash Flow Conversion (1) $ in MM, unless otherwise noted Premium pricing model: high val
Slide 36: M&A is a Core Competency for Janus
7 M&A is a Core Competency for Janus Ten acquisitions completed since 2009 with a healthy pipeline of potential targets in place Proven Track Record of Successful M&A Robust M&A Pipeline With Ample Inorganic Opportunities • Management has a proven track record identifying, executing and integrating
Slide 37: Prudent Capital Structure
8 Prudent Capital Structure Ability to rapidly de-lever to position the company for further growth and M&A Illustrative Pro Forma Capitalization (1) Projected Net Leverage Multiples Pro Forma Projected Interest $ in MM (December 2020E) Rates 3.5x Cash $5MM Revolving Credit Facility ($50MM Capacity)—
Slide 38: Superior Financial Metrics Lead to a Compelling Discount to Peers (1 / 3)
9 Superior Financial Metrics Lead to a Compelling Discount to Peers (1 / 3) Janus’ financial metrics rival, or in many cases exceed, best-in-class, high-multiple companies Public Company Observations Janus vs. Public Companies • There is no public company exactly like Janus Revenue 7.7% • Group of m
Slide 39: Superior Financial Metrics Lead to a Compelling Discount to Peers (2 / 3)
9 Superior Financial Metrics Lead to a Compelling Discount to Peers (2 / 3) Janus’ financial metrics rival, or in many cases exceed, best-in-class, high-multiple companies 2019A – 2022E Revenue Growth (%) 0% Average: 7.7% Average: 2.8% A High Growth and High Margin Peers . Lower Growth and / or Lowe
Slide 40: Superior Financial Metrics Lead to a Compelling Discount to Peers (3 / 3)
9 Superior Financial Metrics Lead to a Compelling Discount to Peers (3 / 3) Janus’ financial metrics rival, or in many cases exceed, best-in-class, high-multiple companies EV / 2021E EBITDA & EV / 2022E EBITDA (x) (1)(2) 2021E Average: 21.0x 2021E Average: 17.1x A High Growth and High Margin Peers 2
Slide 41: Why We Believe Janus is a Good Investment
Why We Believe Janus is a Good Investment #1 Great position in a great industry #1 Proven management team with a long track record driving growth and value creation First mover in smart technology integration into the self-storage and commercial building markets Robust organic sales and margin growt
Slide 42: Appendix A: Additional Transaction Information
APPENDIX A Additional Transaction Information
Slide 43: Proposed Transaction Terms
Proposed Transaction Terms USD in Millions, Except per Share Data Transaction Sources & Uses Sources of Funds ($ in MM) Uses of Funds ($ in MM) JIH Cash Held in Trust $348 Cash to Seller $493 Seller Equity Rollover 698 Seller Equity Rollover 698 PIPE Proceeds 250 Existing Debt Paydown 65 Cash from B
Slide 44: Transaction Timeline
Transaction Timeline Timeline Event December 2020 • Transaction Agreement Executed • Transaction Announced • Schedule 14A and Preliminary Proxy Materials Filed with the SEC • Mail Final Proxy Materials to Shareholders First Quarter • Record Date for Shareholder Vote of 2021 • Hold Shareholder Vote •
Slide 45: Juniper: Led by Highly Experienced Industrial Operators
Juniper: Led by Highly Experienced Industrial Operators Key Highlights ? Highly-visible, well-known industrial professionals ? Experience in sourcing, valuation, negotiation, and execution of transactions ? Above market growth and returns across a variety of verticals Roger Fradin Brian Cook ? Margi
Slide 46: Juniper: Experience Creating New Platforms Within Honeywell
Juniper: Experience Creating New Platforms Within Honeywell Juniper has vast experience in identifying and building new platforms Automatic Identification and Data Collection Personal Protection / Safety Investment Thesis: Investment Thesis: Entry point into the productivity / efficiency theme with
Slide 47: Juniper: Proven Track Record of Value Creation for Honeywell Shareholders
Juniper: Proven Track Record of Value Creation for Honeywell Shareholders Juniper’s strategic playbook for Honeywell’s ACS segment helped drive significant value for Honeywell’s shareholders Automation and Control Solutions (ACS) Performance Honeywell Total Shareholder Return Reported Revenue ($Bn)
Slide 48: Clearlake Overview
Clearlake Overview Proven track record of partnering with best-in-class industrial technology businesses and driving value for investors Overview Select Industrial and Technology Investments ? Clearlake Capital Group, L.P. is a leading investment firm founded in 2006 operating integrated businesses
Slide 49: Appendix B: Additional Company Materials
APPENDIX B Additional Company Materials
Slide 50: Janus is Uniquely Positioned Within the Self-Storage Value-Chain
Janus is Uniquely Positioned Within the Self-Storage Value-Chain Turnkey Approach and Full-Service Solutions Secure Optimal Outcomes for All Value-Chain Participants Janus enables self- Janus produces and storage operators to assists architects start operations up to Customers with over 1,000 3 mont
Slide 51: Janus Involved Every Step of the Way
Janus Involved Every Step of the Way New construction A Differentiated Platform Providing Speed, Certainty and Control Select General Site Construction and Final Installation and The Result Initial Architectural Design Contractor Component Delivery Testing Independently sourced Independently sourced
Slide 52: Janus' R3 Opportunity Driven by a Growing and Aging Installed Base
Janus’ R3 Opportunity Driven by a Growing and Aging Installed Base New construction continues to grow in an effort to meet pent up demand. As the market reaches equilibrium, operators will look to R3 projects as the next avenue for profitability and growth Replacement Remix / Renovations • Large ins
Slide 53: Broad and Comprehensive Solution Portfolio Overview (1/2)
Broad and Comprehensive Solution Portfolio Overview (1/2) Product Product Description Example Products • Automated overlock that is located inside of storage units to prevent breaking into a unit Electronic Lock • Provides additional security and access control to both occupied and vacant units – Da
Slide 54: Broad and Comprehensive Solution Portfolio Overview (2/2)
Broad and Comprehensive Solution Portfolio Overview (2/2) Product Product Description Example Products Mezzanine Systems • Mezzanine systems create additional space vertically and are designed to provide operators with flexibility to customize facility mix Relocatable Storage • Movable Additional St
Slide 55: Janus EBITDA Reconciliation
Janus EBITDA Reconciliation Commentary Summary of Key Adjustments 1 Quarterly management fee to unitholders $ in MM, unless otherwise stated • paid FY19A FY18A FY17A 2• Transaction expenses associated with recent acquisitions Net Income $34.3 $7.6 $59.5 3• Costs associated with dividend recapitaliza
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