Financing and Franchising Financing of a New Firm • Capital needs – Prior to begin of operation – Working capital – Expansion and Capital Projects • Allocation of values – Founders – Investors Capitalization Needs • Undercapitalization – Inability to perform as per business plan expectations – Cash crisis – Legal default • Overcapitalization – Excessive cash leads to inefficiencies, takeover interest – Skewed expectations of investors Working Capital • Permanent Working Capital – Capital required to produce at the minimum plan level – No consideration for extraordinary expenditures • Temporary Working Capital – Meeting seasonal/cyclical demand – Special capital expenditures VC Capital Stages • • • • • Seed Capital Start-Up Capital/First Stage Second Stage Third Stage Fourth Stage VC Capital Stages • Seed Capital – Is the concept viable? – Little/no payment to founders – Heavy on market research/ contractual relationships • • • • Start-Up Capital/First Stage Second Stage Third Stage Fourth Stage VC Capital Stages • Seed Capital • Start-Up Capital/First Stage – Organization – Operational to first commercial sale • Second Stage • Third Stage • Fourth Stage VC Capital Stages • Seed Capital • Start-Up Capital/First Stage • Second Stage – Initial working capital for serial production and sales • Third Stage – Capital to get to break-even point • Fourth Stage – Transition to public ownership Equity • Reasonable relationship between equity and contribution • Protection against unintended shareholders • Rights to sell/buy shares • Dilutions • Shares as incentives Cashflow Management • Practical – Actual versus Plan – Payable Days – Cash-at-hand • Emotional – Comfort zone • Leadership – Concern for expenditures – Leadership by example Cash Factors • • • • • Accounts Payable Accounts Receivable Raw materials inventory Work-in-Progress inventory Finished Goods inventory Cash Factors • Accounts Payable – Repetitive payments – Vendor invoices – Internal expenses, i.e. payroll, expense reports, bonuses, shareholder distributions – Scheduled reserves Cash Factors • Accounts Receivable – Current invoices – Overdue invoices – Scheduled invoices for products about to be delivered – Payment incentives – Direct Debit payments Cash Factors • Raw materials inventory – Just-In-Time versus bulk discounts – Information Systems – Sales forecasting – Goal: MINIMIZE Cash Factors • Work-in-Progress inventory – Efficient operations – Worker training – Capital investments – Goal: MINIMIZE Cash Factors • Finished Goods inventory – Accurate sales forecasting – Information systems – Buyer relationships – Goal: MINIMIZE Equity Financing • Inside equity – Founders, top managers, friends • Outside equity – Non-professional investors without close personal relationships • Venture capital – Professional Investors • Public/Merger Firms – Stock Market/Corporate World Debt Financing • Asset based borrowing – Collateralized (assets, trade receivables) • Cash flow borrowing – Unsecured – Based on ability to generate cash – Convenants Valuation of a firm • Asset based – Value of sold assets – Disregard book value – Lowest risk: Liquidation value • Earnings based – Historical earnings – Future earnings • Discounted Cashflow – Cash generation Franchising Definition • A franchise is a legal and commercial relationship between the owner of a trademark, service mark, trade name or advertising symbol, and an individual or group seeking the right to use that identification in business. • The franchise governs the conduct of franchisor and franchisee. Two forms of franchising • Product/Trade Name Franchise: Right to name or trademark. • Business Format Franchising Broader relationship which includes extensive agreements as to all aspects of the business operation. Conversion Franchises • Take an existing business, likely in the same business area as the franchise, and convert it into a franchise. • • • • • • The Franchisor’s View Expansion Capital provided by the franchisees. Franchisees provide motivated local management. With franchising, franchisors can expand faster. Proven concept and some uniqueness required. Trademarks must be protectable. Initial capital required for pilot/training. Franchise Information Needs • • • • • • • • • Full initial costs Licensing fees Land purchase/lease Building construction/renovation Equipment Training Starting inventory Promotional fees Use of operating manuals Franchise Information Needs • • • • • • • • • Continuing costs of the franchisor Royalties Ongoing training Cooperative advertising fees Insurance Interest on financing Requirements to purchase all supplies from specified sources Competition restrictions Renewals, sales, terminations Franchise Satisfaction • Benefit of a known trade name, higher independence and job satisfaction than a salaried employment, and ease of development were the primary advantages of franchising, according to franchisees. • Willingness to work hard and desire to succeed were viewed as important characteristics of successful franchisees. Knight 1986 Entrepreneurs vs. Franchises • Independent entrepreneurs were perceived to be more self-reliant, experienced, independently minded and highly motivated than franchisees. • The author also comments that franchisees can have a high failure risk. Knight 1984 Key Contract Terms • • • • • • • More is prohibited than allowed Any breach cancels the contract Usual terms 15-20 years Renewal fees No guaranteed renewal Renewals may be at completely different terms Franchisor usually retains the first right to purchase a franchise Rules • • • • • • • • • Uniformity Sign approval Design/appearance Restrictions on goods/services used Opening hours Geographic areas covered Uniforms Advertising Grand Opening Legal Requirements • Franchise Agreement • Franchise Manual • Lease (if applicable) Franchise Selection Criteria • • • • • • Franchisor history and performance Growth Terms Litigation history Bankruptcies Costs Royalty Fees • IRD rules require Non Resident Withholding Taxes for Royalties (15%), Dividends and Interest (30%). • Amounts are less if NZ and the country have a Double Taxation Treaty. • Local business is liable for NRWT payments. Franchise Advertising Fees • US advertising fees are normally around 2-8%. • Some charge fees on sales, some have a fixed advertising amount. • McDonalds charges 4%. Advertising Fee in Business Format Franchising, Desai, 1997 Ongoing Payments • • • • • Royalties Minimum payments Advertising Training Purchase supplies Franchise Growth • Franchise growth is at similar pace as the overall US economy. • In recession, franchising decreases along with the overall economy. • Over 4 years, 34% of franchises failed versus 28% of non-franchises. Franchising Growth and Failure in the USA and the UK, Stanworth/Purdy/Price, 1997 Franchise Failures • A high number of franchisors are failing. • The only useful factor to determine probability of success is how long the franchisor had been in business before starting to franchise. Franchising Growth and Franchisor Entry and exit in the US Market: Myth and Reality, Lafontaine/Shaw, 1997 Hot US Franchises • Visiting Angels • Sending caregivers to homes ot the elderly. • Royalty 2.5% • Start-Up Capital: $10,000 Hot US Franchises • Country Clutter • Country-theme store with gifts, collectibles, home décor, etc. • Start-Up Capital: $75,000 cash, $175,000 total, networth $250,000 Hot US Franchises • Mighty Distribution System • Wholesale of automotive parts to professional automotive service trade. • Start-Up Capital: $50,000 cash, $90,000 total, networth $250,000 Hot US Franchises • Delbe Home Services • Markets one-stop shop for all home repair/construction services. • Start-Up Capital: $16,000 cash, $18,000 total, networth $140,000 McDonalds System • Very tough franchise agreement • Culture of McDonalds a key ingredient to successful restaurants • At least 1 inspection visit per month • 22,346 restaurants in 110 countries • One new restaurant opened every 6 hours • $33.6 Billion sold in 1997 Franchise Definition • A franchise is a legal and commercial relationship between the owner of a trademark, service mark, trade name or advertising symbol, and an individual or group seeking the right to use that identification in business. • The franchise governs the conduct of franchisor and franchisee. Franchise Satisfaction • Benefit of a known trade name, higher independence and job satisfaction than a salaried employment, and ease of development were the primary advantages of franchising, according to franchisees. • Willingness to work hard and desire to succeed were viewed as important characteristics of successful franchisees. Knight 1986
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