Private Equity: Understanding Interim vs. Fractional CFO Roles

Megan - 00:00:44 Today, my guest is Dennis DuBois. Dennis is a CFO and senior level finance partner known for optimizing business potential through both top and bottom line growth. He is able to establish quality relationships with internal and external stakeholders, leveraging a systematic viewpoint and collaboration to develop and implement growth strategy, building high performing teams that can execute and creating the financial infrastructure to sustain growth. His background includes employment in several different industries, private equity companies, and both large and small organizations. As an experienced member of the board, Dennis serves as a critical friend to business supporting across all facets of business and financial functions. Dennis, thank you so much for being my guest on today's episode of CFO Weekly.

Dennis - 00:01:30 Thank you for having me. It's a pleasure.

Megan - 00:01:31 Today, we're going to be talking about how interim or fractional CFOs can be a great resource for both the buyer and seller in the PE world. Dennis, I'm excited about this topic and looking forward to learning from your experiences. So let's jump right in. First of all, you've worked in various industries and roles from private equities to strategic finance leadership. So first, can you start by giving us just a brief overview of your career?

Dennis - 00:01:57 Sure. My career has taken various different tangents. I first started off in the hospitality industry, living in various different cities in the United States and was working in different locations and in different capacities for hotels. Had the opportunity to be a CFO of couple of different software companies back in the early two thousands, and then back in the hospitality industry after the tech bubble. I was doing that work in the hospitality space as a financial leader, overseeing multiple hotels both in North and South America as well as in the Caribbean. That allowed me to have the experience of working with multiple different locations, multiple different owners, multiple different banking structures.

So then, obviously, in 2020, the COVID pandemic hit. At that point in time, the hospitality industry took a major hit. I had the opportunity previously working with a private equity company as a board member on one of their portfolio companies. When I reached out to them to see if they needed any assistance post COVID, they had a fairly challenging company that they were looking at out in Nevada that dealt with importing and distributing a product here in North America, and they were in third forbearance with the various different struggles that the company was facing. So it went quickly from dealing with hotels in North and South America to now dealing with container ships coming in from China, which was a pivotal moment for me to really take a look at what I had been doing and how I can apply everything that I had been learning over the past number of years to a new industry.

Worked with that company for a few years, then ended up selling off the B2B component and then the B2C component of that company, and then started dabbling into the fractional and interim CFO roles. Worked with a company that provided that work and had the pleasure of working with startups, working with manufacturing firms, working with SaaS providers, working with a staffing firm, and then working with a company that had oilfield wells in Louisiana. Even today, working with various different companies - Credit Union, again, manufacturing, and another one in distribution - has provided me that unique ability to pivot from one client to another and then being able to look at the multiple different industries and being able to apply what I've learned in my past to those different industries because I'm coming in with a new fresh perspective. I'm working with individuals who are sole entrepreneurs, as well working with private equity companies who own portfolio companies who either are struggling or are looking to do acquisitions or divestitures.

Megan - 00:04:35 What is it that you enjoy most about being a fractional or interim CFO?

Dennis - 00:04:40 Well, when I've talked to various individuals about this career, it's not for everyone. I say that not so much to the point of speaking overly high of my own qualifications, but working with multiple different clients at a time, working in multiple different industries and working with different priorities. I have the unique ability when working in the hospitality field when I stated earlier that I had worked with locations in the various different parts of the country. Having that ability to multitask, prioritize, and address what the urgent issues are had led me to a position where when I'm faced with a unique challenge at a company today, it's not something that either I've already dealt with in the past or it's an opportunity for me to learn and to be able to apply my strengths to the challenges that that particular company has.

Megan - 00:05:32 I'm just curious. When you're jumping between companies - I know when you're a CFO, it's important to understand the underlying business. So how do you go about learning the underlying business in these different industries?

Dennis - 00:05:46 Well, for myself, I love to learn, and I'm a quick learner. Typically, the immediate challenge when you're talking with a client is for them to be having a feeling that you understand their needs. So in being able to quickly assess their situation, and in most companies, you can find usually a common thread. It's just understanding the business, what makes it tick, and then what levers you can use to help get the company either back on track or to prepare them for a particular transaction. Being able to focus on the issues, being able to quickly ask the right questions from the right people is critical and able to do that. Some finance people are a little bit more routine. They like things in an orderly fashion. Because of my background working in a very hectic environment, I feel comfortable in that space and being able to quickly assess what the issues are is asking the right questions at the right time to the people that have the answers.

Megan - 00:06:47 You've had extensive experience as both an interim and fractional CFO in the private equity space. So first of all, what is the difference between those two?

Dennis - 00:06:56 When we're looking at a fractional opportunity, the company or the PE firm, the portfolio company, is looking to get experienced people in a position to can help them get answers to those critical questions, but they can't afford to bring in somebody full time. So they want somebody who can spend maybe ten to twenty hours a month to be able to review the financials, help them with any bank financing, looking at covenant restructuring. They want to have the experience, but they can't afford to have somebody in there full time.

On an interim position, typically, I would be coming in between people. So they may have a CFO or VP of finance who has left unexpectedly, and they're looking to be able to fill that role permanently, but they don't want to act urgently. They want to take their time and be a little bit more structured. So they want somebody to come in, be able to take it from the old person in that position to the new person, help transition to provide them that seamless transition from an old CFO to the new CFO. We can help provide that transition.

Megan - 00:07:57 From your perspective, what unique value do these roles bring to a private equity transaction whether they're buying or selling?

Dennis - 00:08:05 I actually had made a video on LinkedIn about this particular issue from the seller side. When I have seen deals that struggled from inception to conclusion, usually, there's a disconnect between the valuation of the company, the valuation that the seller is looking to attain for their company and what the buyer is looking for. Typically, that disconnect is an unrealistic expectation of the seller. They may have talked about various valuations with people in their network, or they have a line in the sand that they landed on pre-COVID, and they want to be able to get that same multiple post-COVID. Obviously, things have changed. Interest rates have changed, and those multiples now are different.

When you have companies who want to sell, they have an expectation of what the company is worth. When you have somebody coming in to do a valuation, there's a disconnect there. Typically, you start going into especially on the due diligence side, when things start coming to light that either hurt the valuation or there are things there that would potentially torpedo the deal because whether there's some liabilities that are out there that the buyer didn't know about beforehand and only came to light as part of their own due diligence.

So I believe strongly that for sellers who are looking to sell in today's world, it would be prudent for them to have a company or someone like myself to come in to help them because I've been on the buy and the sell side to get them prepared, what they should be expecting to see in regards to diligence requests, what they should be looking at from their record keeping. Because, typically, if they don't have a seasoned finance department, there is typically going to be items in there that come to light that may negatively impact that valuation. So knowing that in advance, I think, is going to be critical for somebody who is looking to sell to level set what their expectations are. I liken it to when you're looking to sell your house, you think it's worth X, but the house is only worth what someone is willing to pay for it. So it's in that same environment. So it's really getting the seller to come to the realization of what the realistic sale price would be.

Megan - 00:10:14 How often do you see sellers undervalue their business versus overvaluing it?

Dennis - 00:10:20 In my experience, I've not seen any undervalued. Typically, everyone thinks what they have is the best thing since sliced bread until realization comes because they're so close to their company. Especially in a case where a company was built by an entrepreneur, there's an emotional connection to that business. It's like their child. They're very proud, and they should be proud of what they've accomplished. Sometimes that expectation is just not aligned with what the market can bear.

Megan - 00:10:49 Who is your ideal client?

Dennis - 00:10:51 What I have seen in the last number of years is what the clients that I am seeing typically are in a position where they needed our help earlier. Right? So they've come to a realization that there's an issue with their own financials, and they've tried to do it on their own. They've tried to work with their existing teams, and then they've just gotten to a point where they need help with their cash position because issues are not in their favor or they've let something go too far along. So I've gone into situations where we found improprieties on the books, and that is, for me, rewarding to be able to find those issues, to help them solve those issues and bring some peace of mind to the company that we can help them get through whatever issue that they're faced with. So though it may be difficult or very time consuming to get through that period, I feel very grateful at the end when I've been able to help them get through that time period and that we can then build a relationship going forward that we can help them on a going forward basis as well.

Megan - 00:11:55 You've likely had to jump into situations where a company might be struggling or underperforming. So how can the role of interim or fractional CFO play a critical role in improving operational efficiency and boosting financial performance?

Dennis - 00:12:10 Going back to the earlier comment, being able to quickly assess where the issues are and prioritizing where those issues are, how easily they can be solved, and what the return will be. Sometimes there are easy wins, but many times, they're a little bit more difficult. So when you go through a situation, particular case I had where there was a discrepancy in the inventory valuations of the company fairly significant, not only identifying what that issue is, but letting the company know what the ramifications of that would be in the sense of having to do restating the financials, having to deal with the banks. So it's identifying what those issues are, how we can get them solved quickly, and then being able to build the credibility with the team as we come in to say, these are the things you can start doing now in order to help get through that time. I think it's critical for this type of role is building that relationship with senior leadership, owners, stakeholders quickly to let them know that you're a partner in this. You're not there to criticize. You're there to try to help solve a problem.

Megan - 00:13:14 As far as easy wins, are there common ones that you see, or are they truly different every time you go into a new company?

Dennis - 00:13:24 Some of the easier things - I mean, there's many common items. Typically, it's not investing enough in the people and process with the company. For some of these companies, they've grown organically, and they've taken people who have been with the company for a while and they promoted them because they've become trusted employees of theirs, but they're not in a situation where they don't know what they don't know. So, unfortunately, sometimes, that comes back to bite a company.

So going in and being able to quickly assess, here are the things that are doing that red, yellow, green assessment saying, okay. Here are things that you need to take care of immediately because there may be compliance issues or maybe some regulatory issues, maybe just the balance sheet hasn't been reconciled in however long. Right? Or green, hey. You're doing fine. Your books are in a position that a buyer would come in and appreciate that. Because I think sometimes when a buyer comes into a company and they see lackadaisical record keeping, then that obviously starts raising concerns that what are the other things out there.

So from a buyer's perspective, going back to that segment, if we can help get them in a situation where a buyer comes in, looks at the seller's books, typically, a buyer wants books that are in accrual basis versus cash basis. So there's just some things there that you can help modify such that the valuation won't take a hit because of irregularities or they're addressing the strategy of a particular company with their in the wrong market segment. They're trying to sell products in the wrong space and challenging that thinking of especially for somebody who's been at a company for such a long time, having somebody come in and start challenging them on the strategy sometimes is an eye opener for them.

Megan - 00:15:12 I'm also curious, but how often do people bring you in too late? I mean, what percentage of your clients should have come to you years ago?

Dennis - 00:15:23 I would say that to date, the majority of my clients should have brought us in earlier. Some of that is because either there's an inherent trust being placed on the financial department that's not warranted. It's the proverbial you need to inspect what you expect. When you've built that trust between senior management owners and a finance department that may not be warranted, that's where things can go off the rails. If you don't catch it early enough, then that's where the rubber hits the road and you get into some serious difficulties.

Other times, clients who have taken losses in for a particular month, and rather than addressing what the inherent issues are, why they're running a loss, they start taking on more debt to try to cover up those losses. That just puts them in a position where when we become involved, it becomes almost too late, and then we have to try to look at what other financing structures that are out there to give them some other alternatives that they may not have thought about.

Megan - 00:16:23 What role does a fractional CFO have in managing the risks involved in a sale or acquisition, particularly during the transition phase? In other words, how are they ensuring a smooth handoff of financial operations to the new owners? Do they play a part in that?

Dennis - 00:16:39 Well, they should be if they're not. For that particular standpoint, from a seller's perspective and even on a buyer's perspective, having a seasoned CFO during that transaction, I think, provides a level of comfort that everyone's interests are being aligned. As a contracted position, I don't have a particular issue either from a buyer or a seller's perspective in that case. Obviously, I'm trying to get a transaction done, and I'm not incentivized one way or another in that particular situation. From my particular standpoint, it's just wanting to see success for both the buyer and the seller.

I think that there's opportunities post transaction where a buyer may want to make a change in the C-suite, where we can act as an interim until they find a suitable candidates for the different positions that they may want to make a change at. So I think having that transfer of knowledge from the old to the new is important. I know that from a buyer's perspective, having that knowledge, whether even if it's just three months of knowledge what has been going on up until the time a transaction happens, would be meaningful for them after a transaction to make sure that the investment thesis is met because many times, there are challenges with those just from the standpoint of not thinking through all the different opportunities that may be out there or risks.

Megan - 00:18:01 You may have answered this or at least touched on it, but in your work, what are some of the common gaps that you've seen in the financial reporting?

Dennis - 00:18:09 Well, typically, what I have seen in the financial reporting side is a lack of - I was going to say relevance, but it's really more of a lack of they've seen what is on the income statement, but they don't see what's going on behind the scenes on the balance sheet. One client I had where they thought that they were making 20% margin, but they didn't understand why they couldn't pay the bills. That's where there was things happening on the balance sheet that they weren't aware of or the management weren't aware of. So where I see these things is that where there's a lack of oversight, and I mentioned this a little bit earlier, is that inherent trust of, I trust my mechanic to work on my car. You don't want me to work on my car. So you have some people who are not comfortable in the finance world who will just let finance and accounting do what they think that they should be doing. Sometimes you may have something happened there that is being covered up or not brought to light because somebody's embarrassed.

Megan - 00:19:04 When you're working with buyers, what are the key financial red flags or opportunities that a fractional CFO can identify and advise on?

Dennis - 00:19:13 One of the things that I think some buyers come into it and they do a financial diligence. Right? They go through and they take a look at what are the maybe the unusual items that are owner related items that are running through the financial statements, but they don't go deep enough. I've had instances where a buyer comes in, makes a transaction, did everything per their typical plan, but didn't realize that afterwards, it came to light during my involvement that they were not doing things correctly in payroll where they were paying employees under the table. So they were frustrated, like, well, how come that didn't come out? I had to explain to them that if they don't do the due diligence deep enough in regards to from the operational side, there's plenty of risks there that may not come to light.

I've seen deals fall through because I've uncovered where they haven't filed their tax returns for X number of years. So the due diligence is more than just looking at the financials, but it's really peeling back the layer and really getting a sense of how they are operating and where those risks may be that a buyer doesn't want to take on that risk and liability post sale. So it's identifying those things. If the transaction the buyer really wants the deal to go through, then they can exclude some of that liability as part of the buy sell agreement.

Megan - 00:20:31 How do fractional CFOs collaborate with other advisers like legal and tax during the M&A process?

Dennis - 00:20:38 My current company today, we have different divisions within the company that handles a lot of different things. We have one - I'm in the business outsourcing group and creative planning, and we have our mergers acquisitions group. We also have business valuations and tax and insurance. But in many times, some of the buyers will have their own trusted advisers. We work side by side with them so that the ultimate goal is to get to a successful transaction for both the buyer and the seller.

Many times, I will work with attorneys that are outside of my own company to help go through whatever legal documents there may be, what the due diligence items that need to be put into the data vault, and going through there and interpreting sometimes some of those legal documents such that the risk - we can take a look at the legal documents and apply what from an operation side of the equation, what's functioning. I've seen many times on a buy side where the bank covenants require waterfalls that just aren't realistic from the standpoint they don't take into consideration some of the nuances of an operation. So I think our role as a trusted adviser coming in, working with the legal side, taxes. I'm no tax expert, so I don't claim to be one, but working with them to see where, operationally, we can work side by side to make sure that that transaction is successful.

Megan - 00:21:59 Looking back, can you share a success story where you were pivotal either on the buy side or the sell side?

Dennis - 00:22:06 Typically, on some of these buy sell sides, it's usually I've identified risk on the buy side that warranted us rethinking the actual acquisition. So to my earlier statement, we're going through and identifying where taxes hadn't been filed. That wasn't really brought to light until we'd started looking at that due diligence. So from that standpoint, we avoided a transaction that really could have been detrimental to the company and, again, brought to light some of the disconcerting items that were being done at that particular company that we didn't want to have a part of after transaction. So many times, some of these deals fall through just from the standpoint of identifying the risks that are out there.

From a success side is after the transaction has occurred, going in there and helping bring the new company into the fold, working with an existing team to bring them onto the systems that they will now have to incorporate into their own operations. Being able to identify that is critical to make sure that a post transaction is successful is to be able to incorporate and get that company into the infrastructure as well as the environment of the new company to try to bring them into that fold if it's at all possible depending on some of the nuances the selling company has that may be nuanced just to them.

Megan - 00:23:29 Last question, but how have you seen the role of fractional CFO evolve over the last few years, and where do you think it's headed?

Dennis - 00:23:37 Over the last five years, I really have seen this world of fractional taken off. Now part of that, I think, was due to the fact that post COVID, many finance people may have found themselves disrupted and in transition and then morphed into this fractional role offering these services to multiple clients. There is a benefit to that in the sense that you can give your talents to multiple different clients. You're not assigned to one particular company that your W-2, let's just say, is predicated on.

In the fractional world, I think it's now being embraced in greater instances just because it's a trusted solution to people. It's not foreign to them. Five years ago when this first started taking off, many people were reluctant to take that on. But I think people see the value of getting somebody who has multiple experiences who can come in with a fairly high skill set, and their risk is that they don't really have to go out, do the recruiting for a full time person, then have to bring them on board. Then if there's not a culture fit, right, so then they have to make another transition.

Having somebody come in who has the skills, who is seasoned, who isn't going to get flustered by situations that pop up, I think is a comfort to companies in that sense, especially the small to midsize where they have not the high payroll costs that they can cover, but they have a need because they just don't know where to go. They're not going to find it from a first time CFO who's going to come in, who may only have X number of years experience, who is just trying to get their foot in the door. Nothing wrong with that. I was there myself, but there are companies out there who are willing to pay money for somebody who's got that experience. Maybe it's ten hours a month, maybe it's twenty hours a month, maybe it's just a few hours a month. They want somebody who is outside of their company, who is a trusted business advisor that they can just bounce ideas off.

I really think that that is something that is going to continue. I think with artificial intelligence, there's going to be the ability now for companies to really start to rely on this skill, not only in the finance world, but whether it's in marketing or in HR, where they sit there and go, I have a need. I can't afford to hire somebody full time. I want to get some comfort around the suggestions and strategy discussions. I can get somebody in here who's got that experience, who is going to be able to give me that insight without any hesitation.

Megan - 00:26:05 Dennis, thank you so much for being my guest today.

Dennis - 00:26:07 Again, I thank you very much for the opportunity, Megan. Here at Creative Planning, we're very excited to work with companies throughout the United States. Again, look forward to seeing all of your podcasts that you have.

Megan - 00:26:20 Yeah. Thank you again. I really enjoyed speaking with you, and thanks for finding the time to be here with us today to share your experience and knowledge. I wish you and Creative Planning all the best.

Dennis - 00:26:29 Megan, thank you again.