Should You Franchise Your Business? by iFranchise Group

Should You Consider Franchising Your Business

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The Decision to Franchise ◦ ◦ ◦ ◦

How Franchising Works Alternatives Quality Control Legal Aspects of Franchising

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Marketing Your Franchise

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Selling Your Franchise

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Creating a Successful Franchise Strategy

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Questions and Discussion

◦ Structural Decisions ◦ Financial ◦ Organizational Development

We are going to try to cover a great deal of information, so we are asking that you hold your questions until the end of the session unless they are on a particular slide. © 2018 iFranchise Group. All Rights Reserved.

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More hands-on experience than any other firm ◦ ◦ ◦

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27 consultants with over 500 years of franchise experience 98 out of the top 200 franchise companies Offices in Chicago, Dallas, Toronto, Los Angeles, Dubai, Jeddah

More “senior level” experience ◦ ◦

Hands-on experience at start-up and established franchisors Former CEOs, CFOs, EVPs of two dozen major franchise companies 

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The ability to bring more resources ◦ ◦

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Adia (now Adecco), Armstrong Tile, Auntie Anne’s, Dunkin Donuts, LINE-X, Pearle Vision, McDonald’s, PIP Printing, Schlotzsky’s, Snap-on Tools, Snelling & Snelling, and other national brands

Faster completion Ability to provide assistance in several areas simultaneously

Breadth across four functional areas ◦ ◦ ◦ ◦

Strategic planning Quality control Marketing Organizational development

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Franchise experience in 50+ countries

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Numerous awards and publications

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A Premier fully-integrated public relations and digital media agency specializing in franchised businesses ◦ ◦ ◦ ◦ ◦ ◦ ◦

Public Relations Digital Lead Generation Search Engine Marketing Content Marketing Social Media Publishing Pay-Per-Click Advertising Website Design & Development

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Both franchise development and consumer branding

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Team with Top Agency Experience ◦ ◦ ◦ ◦ ◦ ◦

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Edelman Burston-Marsteller Golin-Harris Porter-Novelli MWW Group Fox News

Recent honors and awards: ◦ ◦ ◦ ◦ ◦

Best New Agency (Ragan & PR Daily Ace Awards) PR Agency Elite – Mission: Fit to Own (PR News) Best Website Finalist (PR News) Best Media Relations Campaign Finalist (PR News) Best SEO Finalist (PR News)

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Considering franchising your business?

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Franchising less than one year?

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Franchising more than one year?

We are happy to send you a copy of this presentation, so you can limit your note taking if you so desire.

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FTC rule 436 cites three elements that legally define a franchise: ◦ The use of a common trademark ◦ The exercise of control or provision of assistance ◦ The collection of fees, royalties, mark-ups or other monies from the franchisees

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If you have all three elements, you are a franchise, regardless of what you call it

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Some state definitions vary, but are similar

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Do not have to use the “f-word”

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Franchisee typically pays ◦ Franchise fee average about $25,000 to $35,000 ◦ Royalty range between 4% and10% ◦ Advertising range between 1% and 2% ◦ Franchisor will often sell product to the franchisee

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Franchisor typically provides ◦ Initial training ◦ Operations manual and systems ◦ Ongoing supervision and support ◦ Other support services

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Leverage Capital

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Speed of Growth

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Motivated management

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Reduced risk

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Few operational concerns

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Higher quality

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Organizational leverage

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◦ Franchise unit will usually generate less profit than a profitable unit ◦ But far more profit than an unprofitable company-owned operation

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Must “share profits”

Less Control Good relations with franchisees take work MYTH: Litigation

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What are your goals? BE SPECIFIC!

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What is your risk tolerance?

◦ Certain levels of profits ◦ Sell company for a specific amount

◦ How much are you willing to invest and re-invest? ◦ What other resources do you have to bring to bear?

Conduct Cash Flow Analysis to See if You Can Reach Your Goals ◦ Example:       

Goal = Sell company for $10 million at the end of five years Two units in operation Total Equity Investment in New Operation = $150,000 Total available capital = $200,000 Existing Free Cash Flow for Reinvestment = $100,000/year Units Break Even in First Year After that, Free Cash Flow from New Units = $50,000/year/each

10 10

Year 1 Starting Capital

Year 2

Year 3

Year 4

Year 5

$250,000

$200,000

$250,000

$300,000

Capital invested

($150,000)

($300,000)

New Cash Flow

$50,000

$100,000

$150,000

$200,000

$100,000

Cash Flow

$100,000

$150,000

$200,000

$250,000

$350,000

Value @ 7x CF

$700,000

$1,050,000

$1,400,000

$1,750,000

$2,450,000

# Opened

Existing Cash Flow Units – EOY

Terminal Value

$450,000 in free cash flow by Year Six = $3,150,000 valuation ONLY IF NO INCREMENTAL OVERHEAD IS NEEDED TO SUPPORT

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This Example

◦ Would need to open 27 company units ◦ That would take about 12 years of reinvesting everything ◦ Total Investment = $4 million over that time frame

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Cannot get there from here

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Alternatives: ◦ ◦ ◦ ◦

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Change Goal Change Time Frame Change Assumptions (structure, capital devoted, leverage, etc.) Raise equity to grow faster

If you are raising equity, factor in dilution

◦ If you will give up 50% of the company, you need to grow twice as big ◦ Run the numbers again

12 12

Year 1

Year 2

Year 4

Year 5

$3,250,000

$1,100,000

$850,000

$1,250,000

$1,500,000

Capital invested

($2,250,000)

($1,050,000)

($750,000)

($1,200,000)

($1,500,000)

New Cash Flow

$750,000

$1,100,000

$1,350,000

$1,750,000

$100,000

Cash Flow

$100,000

$850,000

$1,200,000

$1,450,000

$1,850,000

Terminal Value

$2,750,000 in free cash flow by Year Six = $19,250,000 valuation. Divide by two to account for 50% ownership = $9.6 million selling price. AGAIN, ONLY IF NO INCREMENTAL OVERHEAD IS NEEDED TO SUPPORT

Starting Capital # Opened

Existing Cash Flow Units – EOY

Year 3

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With an influx of a little over $3 million ◦ ◦ ◦ ◦

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Problem: Realistic valuations ◦ ◦ ◦ ◦ ◦ ◦ ◦

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Can jump-start growth and leverage off of that growth Will need to get to about 50 – 54 units Total investment $7.5 - $8 million But you are using investor money Valuing the existing business – (4X – 7X EBITDA) Year One Business Value = $700,000 Business Value after Equity = $3.7 million Sophisticated investor would want 81% ($3M/$3.7M) Would need to find an investor who would invest $3M for 50% Might try numbers again at $5 million and a 20% stake??? At some point, just not realistic

Capital availability even with realistic valuations ◦ Limited in today’s marketplace ◦ Control an issue

14 14

Name Fee

Name =

Franchise

System

Fee

Trademark License

System

Distributor

Name Fee System

Name =

Business Opportunity or License

Fee System

Dealership

Agency Sales Rep Joint Venture

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TM License Business Opportunity

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Dealer / Distributor

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Sales Rep / Agent Joint Venture

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NY Franchise Law

Securities Laws

Sales Rep. Laws

Fair Dealership Laws

Relationship Laws

Business Opp. Laws

Franchise Laws Franchise

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Federal & 26 States

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New York Only

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26 States State / Industry Specific

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35 States

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State and Federal

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The decision should be goal driven ◦ ◦ ◦ ◦

Distance Speed Obstacles Risk tolerance

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A Volvo or a Rocket Ship?

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Don’t have to choose only one vehicle

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Don’t decide to franchise (or whatever) ◦ Instead, decide:    

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Do I want to build a third party distribution channel? Do I want that channel to be branded? If it is branded, do I want to control quality? How do I want to be paid?

The law (or your lawyer) should never dictate your good business decisions

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Successful prototype Credibility Differentiation “Sizzle” Buyer appeal Value Proposition

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Teachability Adaptability Systemization

R.O.I.?

Sell?   

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Affordability Profitability

Market trends Capital Management

Succeed?

Clone?

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The franchisee should make a return on the time they invest ◦ No different than if they were to go out and get a job ◦ Salary should be “market rate”

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The franchisee should make a return on their investment ◦ No different than if they invested in a stock ◦ Return should be commensurate with what they would make if they were to make an investment of similar risk ◦ Ability to sell back their investment at the end of the term

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Franchisees expect that they will need to build their business ◦ Will expect these returns in three years or less

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Annual Cash-on-Cash R.O.I. at the unit level – our criteria ◦ 15% for Owner Operators ◦ 20% for Area Developers (who will support additional overhead)

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Occasional exceptions

Cost to Open a New Unit

150,000

Add a Franchise Fee

25,000

Add Working Capital

25,000

Franchisee Estimated Investment

200,000

Estimated Franchisee Revenue Year Three

500,000

Current Profit after Owner’s Compensation

70,000

Adjust Owner’s Compensation

15,000

One-Time Only / Capital Investment

5,000

Tax Minimization Strategies

5,000

Shared Overhead

5,000

Interest and Debt Service

5,000

Depreciation and Amortization

5,000

30,000)

80,000

Subtract Royalties, Fees, & Price Adjustments Estimated Franchisee Profit (adjusted) Divided Estimated Profit by Estimated Investment Estimated Franchisee Return © 2018 iFranchise Group. All Rights Reserved.

$80,000/$200,000 40%

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Perfecting the business

◦ If you have perfected your business, SELL IT! ◦ If you are standing still, someone is gaining ◦ McDonald’s in 1955

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Quick vs. Slick

◦ If you are going head to head with more established competition and your business model is not highly differentiated – be sure to refine first ◦ More unique, the sooner you should franchise  Risk: Someone with a camera and a notepad  First mover advantage

Risk of Failure Business Model Risk

Competitive threat

Founded

Franchised

Units

1932

1990

420+

1953

1961

12,200+

1955

30,000+

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Business plan/strategic direction

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Legal documents and registrations

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Operations manuals

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Training program

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Quality control mechanisms and systems

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Effective marketing plan

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Franchise collateral materials

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Website and web-based marketing

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Advertise

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Design and implement a sales strategy

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Staff an organization to implement the plan

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Capital

If you donâ&#x20AC;&#x2122;t know where you are going, then any road will take you there. The Adventures of Alice in Wonderland

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You are entering a new business. Goals drive your business. Start with support and cost structure. What do you need to do to help your franchisees succeed? Don’t rely on guesswork: The

future of your business is at stake.

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Financial analysis is essential.

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Reverse engineer your success.

Goal

Sell for $10M in 5 Years

Average Selling

6.7 times EBIT

Year Five Earnings

$10M/6.7 or about $1.3M

Average Royalties

$30,000 per franchise

Average Net Royalties

$10,000 per franchise

Need to sell

$1.3M/$10,000 = 130 Franchises

Sales

Hire Franchise Salespeople 50

Sales

Hire Field Reps Sales

Hire Support Staff Sales

Sales

Personnel Marketing Office Space

Brochures

25 Cost to get into franchising can range from $50,000 to $200,000+

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There are certainly a large number of neophyte franchisors who take a “Ready-Fire-Aim” approach ◦ Often rely on guesswork ◦ Or analysis of what comparable franchisors are offering to make major decisions

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“Me-Too” is not a strategy – it is a recipe for disaster! ◦ Uniqueness is important to success, whether achieved through the business model, marketing, support, structure, fees, or marketing. ◦ Me-Too assumes that business economics are the same, support is the same, and that a new franchisor will simply differentiate themselves based on great franchise marketing ◦ But established franchisors often have many advantages not shared by newer franchisors ◦ So the Me-Too strategy that is taken by many new franchisors can actually be responsible for their failure

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The impact of a 1% royalty mistake ◦ If a single franchisee generates $500,000 in revenue ◦ 1% = $5,000 off the bottom line ◦ But franchisees will never tell you that they are paying too little and often inertia will keep the royalty where it is at for years Lost revenue from a single franchise Times 100 franchises opened Times 20 years Lost enterprise value at 10x earnings Total Loss

$5,000 $500,000 $10,000,000 $5,000,000 $15,000,000

Discussions with Key Stakeholders

Review existing material, forms, & documentation

Develop preliminary outline

Determine gaps in current documentation

Assign responsibility for content creation

Identify Subject Matter Experts for gaps

Interview Subject Matter Experts

Onsite observation of units & documentation

Resolve Best Practices Conflicts

Draft material to cover all identified gaps

Edit all material into common style & “voice”

Revise first draft of Operations Manual based on client input

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The FTC rule ◦ Disclosure document with 23 items ◦ Disclosure fourteen days prior to sale ◦ Final Franchise Agreement seven days prior ◦ Financial Performance Representations ◦ Consistency with Franchise Disclosure Document

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State regulations ◦ 14 registration states ◦ Regulate advertising ◦ Business opportunity states ◦ Determining applicability (even definitions vary – NY) ◦ Some remnants of the “Old FTC Rule” remain

Franchise Legislation within the U.S. Legend:

MN SD

WI IA

KY CA

IL IN OH

States having franchise registration laws only

RI CT MD

SC LA

States having no franchise or business opportunity laws

AL GA

States having business opportunity laws States having both franchise registration and business opportunity laws

FL Alaska

Hawaii Notes: •

Within Indiana, Michigan and Wisconsin, registration is effective immediately upon the application being filed. Oregon regulates franchises but no filing is required there.

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Florida, Nebraska, Kentucky, Utah and Texas require a simple exemption filing. Once that is filed, a franchisor can begin to offer franchises.

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Georgia and South Carolina provide an exemption if the franchisor has filed a State trademark registration.

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Connecticut, Maine and North Carolina provide an exemption if the franchisor has obtained a Federal registration of its trademark

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Eight States require registration of advertising prior to use. (CA, MD, MN, NY, ND, RI, SD, WA)

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Many states also have State Relationship Laws that impact issues such as franchise termination or non-renewal. Your franchise legal counsel can advise you on relevant issues involving these states.

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Check with your franchise legal counsel for additional details and updates that are available.

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Start locally, then regionally ◦ ◦ ◦ ◦ ◦

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Cluster support More effective franchise advertising Consumer advertising economies Brand building Buying economies

Don’t expand faster than your support capability

◦ Quality control is key ◦ Nothing sells franchises as well as happy and successful franchisees ◦ Three hour drive time

Different franchises require us to target different types of franchisees – affecting the media and message used for effective marketing. 

Identify your prospect as narrowly as possible ◦

Survey Competitors   

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Survey Top Franchisees 

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Background Hot Buttons Media

Characteristics of top performers

Are we selecting the right lead generation strategies? Is the advertising message appropriate for our targeted franchisee profile? Are we targeting the right prospects and using the right media based on our development strategy?

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Name Recognition

◦ 40% say joining a “known brand” is not vital ◦ 40% would prefer a known brand, but are open to newer concepts

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70% or more will visit the corporate office…100% should visit yours r2

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Only 10% are looking because of job loss in a normal economy ◦ In today’s world, however, that number may be 30% to 40% depending on the nature of your franchisee

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80% will talk to your franchisees…100% should talk to your franchisees

Slide 50 r2

Low in the current enviroment--probably more like 20-30%? rstidham, 12/16/2007

The Franchise Sales Pipeline Public Relations

Print Advertising

Trade Shows

Direct Mail

Example CPL = $250

Example CPL = $150

Example CPL = $100

Example CPL = $75

Internet Leads Example CPL =$25 - $75

Brokers Cost Per Sale =$15K - $25K

Referrals/ Unsolicited CPL = $0

Lead Generation Time Varies by Media

Average CPL: $112

Send Marketing Materials, Prequalify, Schedule Meetings

Meet With 3 â&#x20AC;&#x201C; 10% of Leads

Convert 15% - 20% of Completed CIRFs to Sales

Close 65% - 75% of Discovery Days

iFranchise Group - 2015-2018

Initial Meetings with Candidates Further Qualify

Follow-up meetings, assist with business plan & secure financing

Award Franchise

Average 45 â&#x20AC;&#x201C; 90 Days Lead to Meeting Time to close can range from 30-90 days or more following the initial faceto-face meeting Total time to close: often 12-20 weeks Average Marketing Cost = $8,571 per sale Overall Expected Close Rate = 1.8%

Source: Franchise Update.

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Franchise marketing is very different from consumer marketing Franchise marketing is highly regulated This image cannot currently be display ed.

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Tools:

◦ Your web page should be your first concern ◦ Develop a mini-brochure for the sake of economy ◦ A full-sized brochure is essential for credibility ◦ E-brochures and other recent tools

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Be sure to have your attorney and registration states review all materials

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Unique process unlike any sale ◦ Quit your job ◦ No more benefits, paid vacations, 401ks ◦ Put your trust in someone you have never before met ◦ To invest your life’s savings ◦ In a business in which you have no experience ◦ And to which they are making a “lifetime” commitment

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And, oh, by the way, I can’t tell you how much you may make

A good concept +The Right Message +Marketing Plan +Adequate marketing budget +Good sales technique = leads = meetings = franchise sales Some studies have indicated the average new franchisor will sell:  An average of 9, 11, and 13 franchises in their first three years  Median sales of 4, 5, and 6 sales in their first three years © 2018 iFranchise Group. All Rights Reserved.

The Franchise Sales Cycle Concept & Value Proposition Offer/Structure

Validation

Pre-Sale Communication

Marketing Plan

Support Message & Materials Opening Assistance Advertising Expenditures

Post-Sale Training

Sales Process

Franchise Program for Aggressive Growth Approximate Development Activity Schedule MO 1

MO 2

MO 3

MO 4

MO 5

MO 6

MO 7

MO 8

MO 9

MO 10

MO 11

MO 12

Discovery & Benchmarking Initial Planning Session Strategic Planning Financial Sensitivity Analysis Franchise Agreement

Legal Coordination

Strategy Legal Documents Quality Control Franchise Marketing Organizational Development

Disclosure Document State Registration Process Operations Manual Training Programs Training Videos & LMS Content Primary Research/Profiling Franchise Marketing Plan Develop/Print Brochure Mini-Brochure Franchise Sales Video Website Optimization Franchise Sales Training & Manual Franchise Implementation Strategy Implementation Consulting

The iFranchise Group does not provide legal services but instead works through outside legal counsel

Franchise Program for Moderate Growth Approximate Development Activity Schedule MO 1

MO 2

MO 3

MO 4

MO 5

MO 6

MO 7

MO 8

MO 9

MO 10

MO 11

MO 12

Discovery & Benchmarking Initial Planning Session Strategic Planning Financial Sensitivity Analysis Franchise Agreement Disclosure Document State Registration Process Operations Manual Primary Research/Profiling Franchise Marketing Plan Develop/Print Brochure Mini-Brochure Website Optimization Franchise Sales Training & Manual Franchise Implementation Strategy Implementation Consulting

Legal Coordination

Strategy Legal Documents Quality Control Franchise Marketing Organizational Development

Franchise Program for Conservative Growth Approximate Development Activity Schedule MO 1

MO 2

MO 3

MO 4

MO 5

MO 6

MO 7

MO 8

MO 9

MO 10

Discovery & Benchmarking Initial Planning Session Strategic Planning

Legal Coordination

Strategy Legal Documents Quality Control

Financial Sensitivity Analysis Franchise Agreement Disclosure Document State Registration Process Operations Manual

We can modify our programs to meet the needs of any company getting into franchising. Our fees can range from $20,000 to $200,000+.

MO 11

MO 12

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Consulting and legal costs vary based on franchise company’s situation: ◦ Desired speed of growth influences services needed ◦ Ability to do work internally

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Do not go into franchising undercapitalized ◦ Legal fees: $15,000 to $35,000+ ◦ Consulting and Development: $40,000 to $200,000 ◦ Organizational expenses: $10,000 to $25,000 ◦ Franchise Marketing: $8k - $10k per sale (six months) ◦ Personnel: varies widely  Can bootstrap growth  Can spend hundreds of thousands

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Franchising is a means of duplicating success, not creating success

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Thrives by creating win-win situations

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You must be selective

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Franchising is a new and different business

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Is not the right solution for every business

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Provides one of the most powerful business expansion models ever developed

www.ifranchisegroup.com 708-957-2300

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