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Semaphore Forms Joint Venture with Topline Strategy

Semaphore Forms Joint Venture with Topline Strategy

to Provide Technology Due Diligence

 

As you may have read in our last S4 Reporter, Cris Miller, the founding director of our Technology Due Diligence Practice retired last Friday September 30th. With Cris’ departure, we decided to form a Joint Venture with Topline Strategy, a Boston-based provider of strategy consulting services to technology companies, in which Topline will take over day-to-day management of the practice.  It will operate under the name The Semaphore Technology Diligence Practice.

Over the last 5 years, we have formed a close partnership with Topline Strategy, working on dozens of engagements together. Together we’ve been able to provide our clients more complete answers to questions about their technologies and the markets for those technologies. 

With the retirement of Cris Miller, who was the driving force behind our Technology Due Diligence practice, we thought the best way to continue our commitment to clients as well as grow the practice was through a Joint Venture with Topline Strategy. Through our long partnership, the Topline team has demonstrated a true understanding of Technology Due Diligence as well as built strong relationships with our principal technologists and major clients. Having them take the business forward was a natural.  We have been working together on the creation of, and transition to this, Joint Venture for the last three months.

As part of the agreement Cris Miller will be joining Topline Strategy as an advisor and Topline Strategy will continue to work closely with our Private Equity Advisory group, providing both strategy consulting and technology due diligence services to Semaphore’s clients and portfolio companies.

As Topline Strategy will be the operating partner in our Joint Venture, going forward, please feel free to contact Jon Klein (jon@toplinestrategy.com) with any questions about Technology Diligence or visit its website www.toplinestrategy.com. Of course, you can also reach me (mdisalvo@sema4usa.com) if you have any questions.  I know you join us in wishing Cris well in his retirement as Topline and Semaphore  continue to fulfill our common promise and commitment to aiding investors and the M&A community with the right knowledge and correct solutions to ensure success.

Mark S. DiSalvo is the President and CEO of Sema4 Inc., dba Semaphore (www.sema4usa.com), a leading global professional services provider of Private Equity funds-under-management. Semaphore currently holds fiduciary obligations as General Partner for seven Private Equity and Venture Capital funds, is a New Markets Tax Credit lender and advises General and Limited Partners as well as corporations around the world. Semaphore’s corporate offices are in Boston with principal offices in New York and London.

Topics: technology diligence, Technology Assessment, due diligence, business advisory, technology, private equity funds, Semaphore, diligence

A New BOSS Comes to Town

Hello,

We have all had a new boss in our life.  This is an announcement concerning a different sort of BOSS.  We here at Semaphore are excited to let you know more about our Business Operations/Strategy Service and the addition of David Friend, M.D., MBA as part of our advisory team.  Let us know how we can help – and say “hello Friend”.

Every now and then it’s healthy to get a new boss - someone who can lead a previously moribund operation. A person not weighted down with institutional memory and tired culture.  A person who can not only articulate a vision but is not freighted with excuses as to why a goal has not and cannot be reached.  Rather a person who understands and has the skills to get you across the success line.  Such success can only be achieved with the insights of senior, knowledgeable and committed leadership.  Success is determined by process and the unique skills of the person leading the effort.

 That is why Semaphore’s Business Operation/Strategy Service (BOSS) is expanding.  “We are thrilled to announce that David Friend, MD, MBA is joining our advisory team,” announced Semaphore CEO Mark S. DiSalvo. “David brings years of sterling hands-on and real-world practitioner skills to our already robust practice assisting companies and funds in our strategic/operational business advisory practice,” he noted.

 “Joining Semaphore’s Team allows me to bring diagnostic, operational and mentoring skills earned by decades of turning around troubled entities and accelerating success in working but stagnant companies,” noted Dr. Friend.  “As a trained physician and experienced turn-around CEO I can assure, along with my Semaphore colleagues, true and real change management in tying strategic clarity to sustained operational success, “ promised the long time work-out executive.

The Semaphore BOSS practice provides senior resources to assess recommend and mentor technology companies in the “Zone of Irrelevance “(ZOI). 

Dr. Friend has most recently served as CEO of The Palladium Group providing global strategy education and consultancy to world-class entities from the Middle East, Asia, Europe and North America.  He previously worked as a turnaround executive with Alverez and Marsal as Managing Director of Healthcare Restructuring and Watson Wyatt Worldwide as Division Chief Executive where he helped guide the business through its successful IPO. He was also COO at High Voltage Engineering and serves on a variety of boards and advisory committees as a qualified Audit Committee Chair.

The BOSS program augments the well known Semaphore Technology Diligence and Market Diligence Practices that offer investors and companies independent verification and validation of products, systems and markets.  Crispin Miller, Technology and Market Practice Leader said “we are excited to have David join our advisory practice team offering vital resources to PE portfolios, owner-run companies and other private, public or non-profit institutions.”

The BOSS practice will focus on companies that have entered the “Zone of Irrelevance” (ZOI).  These are typically companies who have launched, have customers and revenue but have plateaued.  

For many companies hitting this plateau after initial revenue means death.  The ZOI is an all too frequent malady and a difficult thing to avoid.  Very few venture backed companies reach their potential when they fall into the ZOI.   These are the companies who generally have revenue of under $5 million and have not figured out how to get to $20m+ (or companies in the $10m range trying to get to $50m).  Companies challenged by ZOI may have a variety of problems that are directly addressed by a combination of strategic thinking and tactical action.  “At this point employing BOSS affords the prospect of fulfilling the founder’s dreams and an investor’s expectation,” said Dr. Friend.

The BOSS practice provides senior resources to assess, recommend, mentor and/or pitch in with hands-on expertise with companies in the ZOI.  The key points addressed are the ability to link strategy, operations, finance, people and revenue attainment.

David B. Friend, MD, MBA, Business Operations/Strategy Service Practice, can be reached at 781- 296 -6300,  Dfriendmd@sema4usa.com.

Crispin Miller is the head of the Diligence Practice (cmiller@sema4usa.com) at Sema4 Inc., dba Semaphore (www.sema4usa.com), a leading global professional services provider of Technology and Marketing diligence, and Private Equity funds-under-management services.  The Semaphore Business Operations/Strategy Service (BOSS) complements both of its other advisory practices.  Semaphore currently holds fiduciary obligations as General Partner for seven Private Equity and Venture Capital funds, a New Markets Tax Credit lender and advises General and Limited Partners as well as corporations around the world.  Semaphore’s corporate offices are in Boston with principal offices in New York and London.

Topics: private equity funds, technology diligence, market diligence, operations, Business Operations, Strategy Services, BOSS, business advisory

Board Knowledge and Perspective

Posted by Cris Miller on Thursday, September 23, 2010 @ 10:45PM 

I field calls from GPs and CEOs all the time.  Invariably they are doing a deal, whether investment or acquisition, and need either verification that the technology and/or markets targeted are real or a product exists and someone wishes to buy it in the future.  Less often we get calls from Board of Directors.  Those calls are less exact as to what the caller requires.  A lot of it is because the Board member making the call carefully ensures that they have not lost confidence in the CEO (even if that is not the case) and are fulfilling independent diligence on the company itself, the markets or an acquisition opportunity.  

A while ago we had a call for help from the Board of Directors of a growth stage technology company.   After discussion, it was evident there was agreement that the firm needed to conduct both technology and market due diligence for their company.  Initially the request was for a technology review to determine the viability of commercializing the core platform technology upon which two successful products had been built. 

The CEO was a technology wizard while the Board was comprised of non-technologists and retired business people.  After Semaphore’s chief technologist had reviewed the platform product’s architecture, patent and documentation, we had a review session with the CEO.  The discussion immediately dropped into techno-jargon only the brightest geeks could comprehend and appreciate.  The conclusion was that the product was adequate for internal use but was deficient in form and substance for outside consumption.

The CEO reviewed the findings with the Board who had market/business questions about the size of the market for such a product, the competition for such a product and the value of the product.  Our market research/strategy group took the baton and came back with some interesting results that were presented directly to the Board.  It was intuitively obvious to the casual observer that:

  1. The product in its current condition was a non-starter
  2. The market for the product if it were “cleaned up” would have 5 world class competitors and 10 mid-market competitors
  3. The product in its new state would be woefully deficient in features, so much so  that its value would be difficult to sell at any price
  4. The effort should be scuttled

The lesson learned here was in order to get the correct answers, the Board needed to be educated to the best of its understanding.  To accomplish that education, independent technical and market due diligence was necessary.  The readily available technical answer alone was not sufficient since the product could have been improved.  It took the market diligence, in concert with an agreed technology product plan, to make the business case not to proceed with the questioned direction. 

Crispin Miller is the head of the Diligence Practice at Sema4 Inc., dba Semaphore (www.sema4usa.com), a leading global professional services provider of Technology and Marketing diligence, and Private Equity funds-under-management services.  Semaphore currently holds fiduciary obligations as General Partner for seven Private Equity and Venture Capital funds, a New Markets Tax Credit lender and advises General and Limited Partners as well as corporations around the world. Semaphore’s corporate offices are in Boston with principal offices in New York and London.

Topics: Semaphore, diligence, technology, technology diligence, market diligence, Technology Assessment, due diligence, investment

The Most Important Thing You Don’t Know About Market Due Diligence Continued…

Posted by Jon Klein of The Topline Strategy Group on Thursday, July 14, 2010 @ 2:15PM

Blog series 4 of 4

Conducting Pipeline Interviews

There are two keys to conducting Pipeline Interviews. First, make sure to interview accounts at a variety of stages in the pipeline. The reasons why prospects don’t progress past the first meeting  usually concern the fundamental fit of the product while prospects that drop out later in the pipeline  typically don’t close due to issues related to value proposition. You have to conduct interviews with accounts at different stages to get the whole picture.

Second, never interview live prospects. Since they haven’t yet fallen out of the pipeline, you don’t know for sure that they aren’t going to buy. Therefore, they aren’t reliable data points as to why prospects don’t buy. In addition, the last thing you want to do is interfere with a sales opportunity.

            __________________________________________

This article was contributed by Jon Klein. Jon is the founder and general partner of The Topline Strategy Group, a strategy consulting and market research firm specializing in emerging technologies. Jon brings a unique blend of strategy consulting and hands on operating experience to The Topline Strategy Group and works closely with Semaphore on a variety of engagements.

To read the full White Paper, please go to Semaphore News and click on the May 3, 2010 link titled - White Paper – Market Due Diligence

Topics: diligence, technology, technology diligence, due diligence, market diligence; law firms;, Pipeline Interviews

3 of 4 - The Most Important Thing You Don’t Know About Market Due Diligence Continued:

Posted by Jon Klein of The Topline Strategy Group on Thursday, June 17, 2010 @ 10:00AM

Blog Series 3 of 4

Pipeline Interviews: The Missing Piece

 

At this point, you may be thinking, "The analysis addressed the overall market size, the potential penetration of the market, and the company's likely share. Shouldn't that be enough?" Actually, it isn't. The typical due diligence process is based on the critical assumption that the accounts that have purchased a solution from the company or its competitors are fundamentally the same as accounts that have not yet purchased. Given enough time, the non-buyers will eventually buy a solution if it has a strong value proposition.

But what if that assumption is wrong? What if the accounts who haven't bought are somehow fundamentally different than the ones that already have purchased in a way that isn't obvious from segmentation factors like size or industry? If that is the case, then ‘I haven't purchased yet' becomes ‘I'm never going to purchase' and the market is far smaller than calculated. And, if the market is smaller than you calculated, the company may never reach its revenue projections.

 

Pipeline Interviews: Interviews with Accounts that Fell Out of the Pipeline without Making any Purchase

 

 

So how do you sort out whether or not you have an ‘I'm never going to purchase' problem? The answer is through Pipeline Interviews. Only prospects that have had sales interaction with the company but decided not to purchase anything can answer this question. They know whether their decision not to buy is primarily a timing issue or is due to something more fundamental.

Continuing with the CRM for Law Firms example, it turns out that approximately 30% of law firms with over 100 people have a fundamentally different selling model than one that is supported by a CRM. Examples include firms who primarily serve consumers and those that focus on a very narrow subspecialty and act as a subcontractor to general practices. These types of firms will never buy a CRM system since it doesn't fit their business.

In this case, the market turns out to be about 70% as large as calculated using traditional methods.   We have conducted numerous due diligence projects over the years where the market turned out to be a fraction of the size originally believed, including:

  • A company providing translation management software where the real market turned out to be only 10% of the original target: $1B+ companies with 25% or more of their sales overseas. Many industries, such as aviation, do business solely in English everywhere, regardless of local language and do not need translation. Others, such as packaged goods companies, develop custom materials in each market and do not need translation either.
  • A company providing software simulations for training repair technicians on maintaining products found that the real market was only 25% of the original target: $500M+ companies that provide low and medium tech equipment such as lawn mowers, pumps, and oil field equipment. Because the process of repairing each product is unique, a separate simulation is required for each product. For the cost of a simulation to outweigh its benefits, the product either has to have very large sales (over $100M/year) or a very long lifecycle (10+ years). The Pipeline Interviews revealed that most companies did not have a single product with sufficient sales (they had a wide range of smaller products) or a long enough lifecycle to make a simulation economical.

                  _______________________________________________________

This article was contributed by Jon Klein. Jon is the founder and general partner of The Topline Strategy Group, a strategy consulting and market research firm specializing in emerging technologies. Jon brings a unique blend of strategy consulting and hands on operating experience to The Topline Strategy Group and works closely with Semaphore on a variety of engagements.

To read the full White Paper, please go to Semaphore News and click on the May 3, 2010 link titled - White Paper - Market Due Diligence

Topics: diligence, technology, technology diligence, market diligence, due diligence, Pipeline Interviews

Reward Offered for Industry "Killers" - Results of Annual Semaphore PE Industry Confidence Survey

Posted by Mark DiSalvo on Thursday, Jan. 21, 2010 @ 3:15PM  

By Mark S. DiSalvo

It seems my industry colleagues have been wrongly optimistic and also hyper cynical. At least that is the bottom line of the read I get in comparing the analysis of the 2nd annual Semaphore Confidence Survey with last year's results.  And some people have very threatening ways.

Let's start with pay.  At the start of last year 51% of the nearly 500 respondents to the 2009 Confidence Survey believed they would earn more money than the prior year.  The truth was that only 11% of this year's respondents reported they did in fact earn more than the prior year and nearly 67% earned less than the prior year.  But hope springs eternal, just like every investor is certain that they will score a tens strike on the next investment, 78% of this year's respondents believe they will earn more money than last year.  Let's check back a year from now and see whether BMW dealers will be smiling.

My peers demonstrated their optimism with their pocketbooks too (well, their LP's dollars anyway). In the beginning of 2009 8% expected not to do any deals and fully 74% thought they would make up to six investments.  The year proofed strong with no respondents reporting the intent to do no deals and nearly 98% doing up to six deals with 73% closing 1-3 deals. Further, those deals were larger than expected with 62% self reporting their deals were in excess of $25 Million in each discrete investment when they anticipated less than 17% believed their deals would be above $25 Million in size at the time of last year's survey.  As one respondent commented "I smell irrational exuberance". 

And in what are we investing?  We may be either fickle or very nimble as a business class. This year's expected top three industries were not in the top three last year. Health Care, Enterprise Technology and Financial Services were win, place and show as compared to Digital Media, Sustainable Energy/Cleantech and Infrastructure at 1, 2 and 3 last year.   Health Care moved up from 4th last year.  People are apparently smelling money and opportunity in Obama-care. As one person noted, "...when you mess with 16% of the economy something's got to break our way."

The just under 400 who did reply this year were similar to last year's mix of VC and Buy-out pros, with a decidedly higher representation of operating executives responding.  This year's mix of survey takers were very high on themselves believing that 63% were confident in their business and 77% confident in the person they see in the mirror.  Both marked increases to last year's numbers.  They even had more confidence in their bosses with 50% expressing that view - nearly double last year.

This confidence however does not extend itself to America's political leaders.  Respondents were downright, well...down on President Obama and his economic team. Only 11% expressed any confidence in the president with 55% damning his economic team (compared to 37% disapproval for Obama).   The cynicism is markedly clear when literally no one - not a single person - expressed any confidence in Congress with 65% stating no confidence in the folks under the Capital dome. Even state governments and state legislatures earned 12% confidence. This is what happens when you threaten to screw with capital gains taxes, I guess. Interestingly, the survey closed on election eve of the Massachusetts vote to replace Ted Kennedy in the US Senate.  I think we know how the Bay State respondents voted!

Click the link to see the highlights of the results of the this year's Semaphore Confidence Survey results.  If you want to do your own comparison, click the link to see last year's Semaphore Confidence Survey results.

While some might think the survey results rather depressing in either fact or faultily hopeful there was more than a bit of entertainment. Several wondered after the wag who famously noted in the survey comment section last year that, "PE is dead and I wish my boss were too."   Commenter's this year frequently asked after that quote master, speculating if he or she were "on the lam", noting that "if he did murder his boss it would be justifiable homicide".  Our infamous predictor never surfaced - neither admitting to the crime or the prediction. However, a new would-be industry murderer surfaced stating with equal certainty, "‘PE Killer' was wrong. It is VC that is dead. And my boss is comatose..."  I doubt that either PE or VC conclusion reflects the true state of our industry.  That said, apparently at least two of our colleagues have either a morose sense of humor or deserve to be patted down before they go to an industry conference. Maybe we should post a reward to uncover their identity.  Wanna contribute? I'll put up the first half a buck.

____________________________________________________

Mark S. DiSalvo is the President and CEO of Sema4 Inc., dba Semaphore (http://www.sema4usa.com/), a leading global professional services provider of Private Equity funds-under-management and technology diligence services. Semaphore currently holds fiduciary obligations as General Partner for six Private Equity and Venture Capital funds and advises General and Limited Partners as well as corporations around the world. Semaphore's corporate offices are in Boston with principal offices in New York and London.

 

Topics: VC, Venture Capital, Semaphore, general partners, private equity funds, technology, limited partners, finance advice, technology diligence, troubled funds

Morning Person Lament: The Upside of the New Down

Posted by Mark DiSalvo on Tue, Nov 10, 2009 @ 12:41 PM 

I'm a morning person.  No, not the kind you are thinking.  The type that goes to bed at 2:30 or 3:00 AM.  You won't find me at a power breakfast at a fancy hotel at 6:30 AM as I'll be making breakfast for my 12 yr old daughter Celia and then jumping, OK, reluctantly climbing onto the treadmill.

My colleagues at Semaphore know that I will handle any evening event or red-eye required travel with abandon but asking me to be presentably lucid in the morning is an effort.  Nonetheless, I accepted an invitation to speak at a recent T-Cubed seminar to discuss VC consolidation.  Wheeling slowly down Rt. 93 and 95 (the roads are a lot emptier in the evening) grinding to the Foley Hoag Emerging Enterprise Center, I reflected on the VC industry.  All too often we at Semaphore in our funds-under- management practice see the worst - disengaged, incompetent sometimes outright criminal General Partners as we take over trouble Venture and Private Equity funds. On the other hand, it is pretty small proportion and many outstanding GPs work assiduously, engaging Semaphore for diligence on people, process, markets, strategy and technology to help make the right decisions.  

At 7:15 AM a room alive with beaming chattering entrepreneurs and PE professionals greeted me at the event cosponsored by RSM McGladrey, Silicon Valley Bank and Foley Hoag.

70+ of my newest bright eyed and ebullient morning friends quickly gathered, coffee cups in hand and half eaten bagels aside and got down to a "down" discussion. There's not much fun in talking about Venture Capital industry consolidation.  I'll leave my fellow panelists to speak for themselves except to say that Michael Greeley of Flybridge and Alain Hanover of Navigator are decidedly morning people in the more traditional sense, being more awake than this correspondent, as they capably presented chilling facts about the steep drop off in fund commitment (both in numbers of General Partnerships funded and the aggregate amount of dollars committed) and cogently offered the gathered entrepreneurs personal experience and simply great advice on how to deal with the adverse conditions of the moment.

I stated that we should welcome the consolidation of the industry.  All too long I have seen General Partners who should not have been funded get funds. Companies that should not have been started were flooded with millions of dollars.  Fund and effort that was unsurprisingly unproductive and portfolios that offered no return to the well meaning but under-skilled entrepreneur, venture fund partners or Limited Partners providing the investment capital.  In embracing the situation it seemed to me, to surprisingly frequent nods from the audience attending, that we should celebrate the upside of the new down circumstance. 

It should never be encouraging to an entrepreneur that they have been turned down by, say 12 VC's but then had another 40 identified in which to speak and appeal for funds.  That is unhealthy and unproductive for all parties all around.  I argue that it is a better and ultimately more profitable circumstance that fewer funds with fewer partners and analysts (but more senior partners) talking with a smaller but more talented pool of entrepreneurs seeking funds is a better situation all around.

VC funding is not for everyone and once or twice a cycle it seems like everyone can get it. It's like when your brother-in-law the car mechanic starts dabbling in spec home construction or "flip" real estate you know the housing market will crash.  The discipline of fewer funds will improve the market for every one as the funded entrepreneurs will receive money from the most appropriate VC and receive the most attention possible from them to leverage each party's cash, sweat equity and intellectual contribution.

Oscar Jazdowski capably played ring leader at our forum and he ably challenged panelist and questioners alike. What I found is that early morning people really do get the worm - and the best advice.  Those 70 early risers walked away with, at least, some level of intellectual stimulation, a contact or two, lots of metrics and particular insight on how to be prepared for the best possible funding opportunity that they may deserve. 

Some learned, disappointingly, that VC funding was not for them or that they were wholly undeserving to receive funds. No one had ever told them that before.  While perhaps stung for a moment, they got to spend the rest of a sunny bright day reflecting and acting on how and what they should do to move forward  rather than waste precious time chasing VC dollars and delaying dreams that were unattainable.  They got liberation instead of money - and that may have been worth more that any millions of dollars they hoped to have received.  At least until the cycle turns again and the VC investing in this current economic trough provide great returns resulting in allocation increases by LPs.  Then we'll get back to the point where I'll have to get up again in a future decade and give the same talk.  I can handle it once every ten years or so.  Now if only we could have a forum that started at 10 PM?  I'll buy the last round.

Mark S. DiSalvo is the President and CEO of Sema4 Inc., dba Semaphore (http://www.sema4usa.com/), a leading global professional services provider of Private Equity funds-under-management and technology diligence services. Semaphore currently holds fiduciary obligations as General Partner for six Private Equity and Venture Capital funds and advises General and Limited Partners around the world. Semaphore's corporate offices are in Boston with principal offices in New York and London.

 

Topics: VC, Venture Capital, funds under management, general partners, private equity funds, diligence, limited partners, technology diligence, market diligence

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