A Year Full of Opportunity and Change
Ephor Newsletter Q1 2024
HAPPY NEW YEAR: 2024: “A Year Full of Opportunity and Change”
As Ephor enters its 24th year of advising, investing, governing, and facilitating sector growth in the Technology-enabled Business Services Sectors: especially to our current and past clients numbering nearly 60, the institutional investors we have partnered with numbering ~35, and the nearly 600 of you who consistently read and review our Quarterly Newsletters:
We say Thank You and We Wish You a Very Prosperous New Year!
As we customarily do every 2 years or so in our Q1 Newsletters, we routinely review some of the current trends, issues, and vicissitudes that many of you are facing and have been facing recently.
In this year’s Q1 2024 Newsletter, we have selected the following as common issues that we know many of you have dealt with in late 2022 and all of 2023:
The need for a “Holistic View & Holistic Perspectives” as it relates to Functional Advisor input and advice.
The critical need to implement the elements of “Portfolio Concepts” in your business model and business processes.
Holistic Perspectives: “Effective and Appropriate Utilization of Functional Advisor Input”
Whether it be input/advice from licensed professionals such as lawyers, accountants, technology advisors, risk management professionals, etc.: it is imperative that as leaders of our entire organizations, we accept their functional advice/input in the context of their domain knowledge but filter it through the lens of the holistic and a strategic longer-term perspective.
Over the past 4-5 quarters we have seen numerous companies and shareholder groups become victims of situations where these functional advisors “feel empowered and knowledgeable” to provide” General Business Advice”, only to prove that a lack of a “Holistic Perspective” has led to unfortunate and poor overall business decisions and outcomes.
This has become more prevalent recently, especially from the Legal and Accounting professionals therefore be careful and diligent. A recent and relevant example is outlined below:
Situation: ~$20m revenue provider with post covid EBITDA of ~$1.1MM (with a forecasted steady increase in EBITDA in 2024) combined with ~$2.8MM of debt coming due in Q1 2024; with an unknowledgeable CEO Entrepreneur in corporate finance and a controller type inhouse who has proven to lack basic competence in corporate finance; needed to refinance the debt of ~$2.8MM and provide additional working capital in the amount of ~$750K.
A noted and very competent Investment Bank procured 2 term sheets to restructure the debt and provide the needed growth capital. The company’s “incompetent lawyer “advised the CEO/Entrepreneur to reject the 2 offers and counter the term sheets with “out-of-market covenants and out-of-market terms.” As such both institutional capital providers “passed” on the counter offers.
This bad functional advice has resulted in a company that is now in current debt default with its current lender. The unfortunate results will be a higher cost of capital, higher fixed charges for the business, and/or a potential Chapter 11 Reorganization filing.
This is a classic example of a legal professional providing business & financial advice with no relevant competency on refinancing, combined with consideration for the holistic needs of the business.
In this example, as in most of the situations that we get involved in, are preventable. Companies often just need an experienced & empowered “outsiders’ holistic perspective” who can/will mitigate what we have come to call “Bad Advisor Syndrome”. If you are currently involved (or think you are involved) in a situation that needs an “outsiders’ holistic perspective”, feel free to contact us and we will be happy to provide an hour of gratuitous guidance.
The Need for Portfolio Concepts in the Business Processes: “Mitigating Investment & Execution Risk”:
With all the political, economic, and social disruption of the recent past, never has the concept of “Portfolio Concepts and Risk Mitigation” been more important to enhance shareholder value. Over the past 2 years or so, especially when the Institutional Investment Community sent us a “problem investment” for us to solve: “The ills” are related to the lack of Portfolio Concepts in the Business Model which can include:
Revenue Growth Model that is exclusively “Direct Sales” oriented. In our publication of Q4 2023 "Revenue Growth & Market Place Penetration," we outlined that the best business models that achieve the highest enterprise values (EV) today illustrate a new revenue/client mix reflective of:
Channel Partner Distribution 30%
Direct Sales 30%
Referrals “Raving Fans” 15%
Marketing, etc. 15%
Other 10%
Fixed Cost Structures are Too High: A common mistake we observe is that the fixed cost structures of most service businesses are too high. We strongly urge all CEO Entrepreneurs to “variable cost every expense” possible to lower the investment risk profile of the company. The best business models we see are those that utilize outsourcing of non-mission critical functions such as HR, Payroll and Benefits, Basic Accounting including AR/AP, Level 1 Customer Service and Support, and select Back-office Functions. Additionally, with the increasing complexities especially in the Strategic CFO Function the best business models are retaining Fractional CFO Skills to augment internal controller-level skills. Below are a few resources:
The Need to Utilize an Experienced, Proven, and Empowered Outsider “C” Suite Skill:
Studies by the leading academic business schools (Wharton, Harvard, Washington University & others) for years have highlighted that the highest Enterprise Value (Shareholder Value) goes to organizations that augment their “C” Suite skills with a proven experienced “Outsider”.
It is no mistake that most Private Capital (including Private Equity) deploy both “Operating Partners” and in many cases “Fractional Strategic CFO” skills into their investments (Portfolio Companies). Studies likewise have proven that Operating Partner influenced and investments skilled with Strategic CFO Expertise (especially in the Service Business Models or the “Perform Section” of the economy) have generally commanded a 20% EV premium upon exit. Below are two resources that can help you in your search for Outside "C Suite" Skills.
In addition to the above, we likewise see our peers struggle with the many market change dynamics of recent growth initiatives, especially in the areas of Corporate Development and M&A. To reiterate, if you are challenged by any of these areas and would just like a non-biased perspective, please feel free to contact us below.
Again, Happy New Year and We Hope your 2024 Lives Up to Your Expectations!
Garry E. Meier Strategic Advisory Practice Lead Ephor Group, Inc.