Should You Consider Franchising Your Business? by iFranchise Group

Should You Consider Franchising Your Business?

About the Speaker  Over 25 years of business experience across a range of industries and functions (retail business management, consumer service business operations, insurance law, franchising, and more)

Emiliano Jöcker Senior Consultant | Franchise Analyst

iFranchise Group

 Over 15 years of direct franchising experience, both as a manager and as a franchisee within a multi-national franchisor system, and as a franchise consultant  Provides franchise feasibility assessments for prospective franchisors throughout North and South America

About iFranchise Group More hands-on experience than any other firm • • •

27 consultants with over 700 years of franchise experience Our consultants have worked with 98 out of the top 200 franchise companies worldwide Offices: Chicago, Dallas, Los Angeles, Miami-Ft. Lauderdale-Boca Raton, Atlanta, Toronto, Dubai, Riyadh

More “senior level” experience • • • •

Former CEOs, CFOs, EVPs of over 50 major franchise companies 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 (inter)national brands Experience with start-up and established franchise programs Vertical specialties by industry segment

Breadth across four functional areas • • • •

Strategic Planning Quality Control Marketing Organizational Development and Implementation

More Data = Better Data (track 200,000+ leads)

The Decision to Franchise o o o o

How Franchising Works Alternatives Quality Control Legal Aspects of Franchising

Marketing Your Franchise Selling Your Franchise Creating a Successful Franchise Strategy o Structural Decisions o Financial o Organizational Development

Questions and Discussion 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. ÂŠ 2019 iFranchise Group. All Rights Reserved.

Considering franchising your business? Franchising less than one year? 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.

FTC rule 436 cites three elements that legally define a franchise: 1. The use of a common trademark 2. The exercise of control or provision of assistance 3. The collection of fees, royalties, mark-ups or other monies from the franchisees

If you have all three elements, you are a franchise, regardless of what you call it Some state definitions vary, but are similar Do not have to use the “f-word”

Franchisee typically pays o Franchise fee average about $25,000 to $35,000 o Royalty range between 4% and]0% o Advertising range between ]% and 2% o Franchisor will often sell product to the franchisee

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

Is Franchising Right for My Business?

What are your goals? BE SPECIFIC! ◦ Certain levels of profits ◦ Sell company for a specific amount

What is your risk tolerance?

◦ 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

Year 1

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

Starting Capital # 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

This Example

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

Cannot get there from here Alternatives: o o o o

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

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

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

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

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

Problem: Realistic valuations o o o o o o o

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 o Limited in today’s marketplace o Control an issue

Franchising as an Alternative to Company Growth

Leverage Capital Speed of Growth Motivated management Reduced risk Few operational concerns Higher quality Organizational leverage

Must “share profits”

◦ Franchise unit will usually generate less profit than a profitable unit

◦ But far more profit than an

unprofitable company-owned operation

Less Control Good relations with franchisees take work

MYTH: Litigation

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

151

Sales

SalesHire Franchise Salespeople

Hire Field Reps Sales

Hire Support Staff Sales

Sales

Personnel Marketing Office Space

Brochures

25 15 10

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

Name

Fee

= Franchise

System

Trademark = License

System

Distributor

Name

Business Opportunity or License

Fee

Dealership

Agency Sales Rep

System

Joint Venture

Name Fee System

Franchise

+ Joint Venture

Equity Name Product System

Trademar k License

+ Distributo r/ Dealer

Name Fee

= Trademark License

Advantages

Disadvantages

Less Regulation - Still a Franchise in NY

Lower fees Do you have strong name? No control over brand

Often, this alternative is eliminated because the company does not have adequate brand strength, and, even if they did, they would risk losing their trademark if they did not exercise control. Moreover, it is important to note that the “control” element of the franchise definition is very easy to trigger.

Fee System

Business = Opportunity or License

Advantages

Disadvantages

Less Regulation? More at the state level

Lower fees Do you have strong name? No control Create competition Poor image

This can be a viable option for some, but the loss of the branding element is an issue that should be carefully considered. For example, what would happen to your licensed channel if a branded channel were to be introduced by your competitors? Will you have national accounts? Or a desire to create consumer brand loyalty?

Name System

Dealership = or Distributorship

Advantages

Disadvantages

Less Regulation Easier to sell

ABSOLUTELY NO FEES Support provided for “free” Must have product to sell No revenues from service Products can be “stepchild” Dealer defections to: - better products - cheaper alternatives

Dedicated dealerships can have many of the same advantages as franchising. The biggest disadvantages are the need to pay for services out of the wholesale margins. CAUTION: Can create an inadvertent franchise after the fact, as happened with Mitsubishi v. To-Am.

Agency

Name System

= or Sales Rep

Advantages Less Regulation Easier to sell

Disadvantages ABSOLUTELY NO FEES Support provided for “free” Must have product /service Turnover is high Increased training costs

A “top-down” flow of revenues will avoid franchise laws. Again, be aware of the creation of an inadvertent franchise.

Name System

Joint = Venture

   

General Partnerships Limited Partnerships Corporations L.L.C.s

Advantages

Disadvantages

Less Regulation Easier to sell May make more $

ABSOLUTELY NO FEES Negotiated each agreement Marriage vs. Parent Majority end in “Divorce” Fiduciary Duty Accounting difficulties Underreporting No profit = no distributions Exit barriers Liability LOSS

Franchise & Business Opportunity Legislation within the U.S. ND

MN SD

ME WI NY

MI IA

IL IN

OH RI

KY CA

CT MD

SC TX

Legend: FL

States having no franchise or business opportunity laws

Alaska States having franchise registration laws only Hawaii

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

Fractional Franchises (Two years and 20%) Large Investment (Over $1M excluding R/E) Sophisticated Franchisee (Five Yrs. + $5M Net Worth) Minimal Payment (pays/commits less than $500/first 6 mos.) Leased Departments Single Trademark License Exclusion Fall under other regulations (PMPA) Officers and directors of the franchisee (very specific def.) CAUTION: The FTC Exemptions are NOT honored by all states

Technology-based shared services o Use an app to drive business o Avoid franchising by top-down fee structure o Uber, Lyft, Airbnb

Certification programs o Certification Mark, not a Trademark 

TM/SM = Source of Product or Service



CM = Characteristics of a Product or Service

o Cannot be used as a TM by the owner of the mark o Must be willing to offer to all who qualify o Cannot have exclusive territories o Can easily stray into a franchise relationship

The decision should be goal driven ◦ ◦ ◦ ◦

Distance Speed Obstacles Risk tolerance

A Volvo or a Rocket Ship? Don’t have to choose only one vehicle Don’t decide to franchise (or whatever) ◦ Instead, decide:    

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?

Is Your Business Franchisable?

Successful prototype Credibility Differentiation

“Sizzle”

Affordability Profitability

Sell?

Buyer appeal Value Proposition

Teachability Adaptability Systemization

Market trends Capital Management

Clone?

R.O.I.?

Succeed?

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

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

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

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

Cost to Open a New Unit Add a Franchise Fee Add Working Capital Franchisee Estimated Investment

$ 25,000 $ 25,000 $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 Shared Overhead

+$ 5,000

Interest and Debt Service

+$ 5,000

Depreciation and Amortization

+$ 5,000

Subtract Royalties, Fees, & Price Adjustments Estimated Franchisee Profit (adjusted) Divided Estimated Profit by Estimated Investment Estimated Franchisee Return © 2019 iFranchise Group. All Rights Reserved.

$ 150,000

($ 30,000) $80,000 $80,000/$200,000 40%

When to Franchise

Perfecting the business

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

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  Who was the first . . . ?

Risk of Failure Business Model Risk

Competitive threat

How to Succeed as a Franchisor

Business plan/strategic direction Legal documents and registrations Operations manuals Training program Quality control mechanisms and systems Effective marketing plan Franchise collateral materials Website and web-based marketing Advertise Design and implement a sales strategy Staff an organization to implement the plan Capital ÂŠ 2019 iFranchise Group. All Rights Reserved.

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? Donâ&#x20AC;&#x2122;t rely on guesswork: The

future of your business is at stake.

Financial analysis is essential. Reverse engineer your success.

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

“Me-Too” is not a strategy – it is a recipe for disaster! o Uniqueness is important to success, whether achieved through the business model, marketing, support, structure, fees, or marketing. o 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 o But established franchisors often have many advantages not shared by newer franchisors o So the Me-Too strategy that is taken by many new franchisors can actually be responsible for their failure

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

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

State laws

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: $113

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 - 2015-2019 47

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.

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 ÂŠ 2019 iFranchise Group. All Rights Reserved.48

Putting the Program Together

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

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

Franchising is a means of duplicating success, not creating success Thrives by creating win-win situations You must be selective Franchising is a new and different business Is not the right solution for every business Provides one of the most powerful business expansion models ever developed

www.ifranchisegroup.com 708-957-2300

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