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Buy a Franchise

Article excerpted from The Small Business Encyclopedia, Start Your Own Business, Entrepreneur magazine and Entrepreneur's Be Your Own Boss.

If buying an existing business doesn't sound right for you but starting from scratch sounds a bit intimidating, you could be suited for franchise ownership. What is a franchise--and how do you know if you're right for one? Essentially, a franchisee pays an initial fee and ongoing royalties to a franchisor. In return, the franchisee gains the use of a trademark, ongoing support from the franchisor, and the right to use the franchisor's system of doing business and sell its products or services.

In addition to a well-known brand name, buying a franchise offers many other advantages that aren't available to the entrepreneur starting a business from scratch. Perhaps the most significant is that you get a proven system of operation and training in how to use it. New franchisees can avoid a lot of the mistakes start-up entrepreneurs typically make because the franchisor has already perfected daily operations through trial and error.

Reputable franchisors conduct market research before selling a new outlet, so you'll feel greater confidence that there is a demand for the product or service. Failing to do adequate market research is one of the biggest mistakes independent entrepreneurs typically make; as a franchisee, it's done for you. The franchisor also provides you a clear picture of the competition and how to differentiate yourself from them. Finally, franchisees enjoy the benefit of strength in numbers. You'll gain from economics of scale in buying materials, supplies and services, such as advertising, as well as in negotiating for locations and lease terms. By comparison, independent operators have to negotiate on their own, usually getting less favorable terms. Some suppliers won't deal with new businesses or will reject your business because your account isn't big enough.

Franchise or Business Opportunity?

Business opportunities are less structured than franchises, so the definition of what constitutes a business opportunity isn't easy to pin down. In essence, a business opportunity is any package of goods or services that enables the purchaser to begin a business and in which the seller represents that it will provide a marketing or sales plan, that a market exists for the product or service, and that the venture will be profitable. Here are other key factors:

  • A business opportunity doesn't generally feature the seller's trademark; buyers operate under his or her own name.

  • Business opportunities tend to be less expensive than franchises and generally don't charge ongoing royalty fees.

  • Business opportunities allow buyers to proceed with no restrictions as to geographic market and operations.

  • Most business opportunity ventures have no continuing supportive relationship between the seller and the buyer; after the initial package is sold, buyers are on their own.

The Pros

The greatest strength of franchising is its ability to bring independent retailers together using a single trademark and business concept. The benefits of this affiliation are many: brand awareness, uniformity in meeting customer expectations, the power of pooled advertising and the efficiencies of group purchasing.

For the individual owner, there are several advantages to franchising. The ever-present risk of business failure is reduced when the business program has already proved to be successful in the marketplace; the use of an established trademark saves the business owner the cost of creating and advertising a name that customers will recognize; and the advantages of group advertising and purchasing make operations more profitable. In addition, ongoing training creates an instant operational expertise that would otherwise need to be acquired through trial and error. Also, with franchising, expansion seems to come more naturally. Operating a successful franchise may quickly lead to building a second and then a third business, and so on. Fortunes have been built this way.

The Benefits
 

• Reduction of risk
• Turnkey operation
• Standardized products and systems
• Standardized financial and accounting systems
• Collective buying power
• Supervision and consulting readily available
• National and local advertising programs
• Point-of-sale advertising
• Uniform packaging
• Ongoing research and development
• Financial assistance
• Site selection guidance
• Operations manual provided
• Sales and marketing assistance

The Cons

Franchising, however, is not for everyone. Fiercely independent entrepreneurial types (you know who you are) may chafe under the strict operational requirements and specifications of a franchised business. If things have to be done your way, you may want to head in another direction.

Also know that some franchise systems are better than others. A weak franchise program will not train you well to handle the challenges of the business, will not do a good job of assisting you when problems arise, and will not make the best use of your advertising dollars.

The Downside

 

• Loss of control
• A binding contract
• The franchisor's problems are also your problems

If you're considering buying a franchise, don't let wild expectations influence your decision. While franchising is designed to put people into business who have never owned a business before, the excitement of ownership can create an impulse to move forward without proper planning. If you rush headlong into buying a franchise expecting to boost your current working salary, but the earnings don't allow you to pull out more than half your former salary, you will be one unhappy camper. Work with a good CPA to prepare a cash-flow projection for the business before you take the plunge. Know how long it will take to break even and turn a profit, as well as the amount of salary you'll realistically be able to pay yourself.

Associated Costs

In terms of capital investment, your franchise fee will be determined by the profitability of the business. Most companies have a scale when it comes to franchise fees. They can range anywhere from $4,000 to $20,000 and, in some cases, up to $50,000. In addition to this front-end franchise fee--the one-time charge that a franchisor assesses you for the privilege of using the business concept, attending their training program, and learning the entire business-there will also be an ongoing royalty fee, typically ranging from 3 to 8 percent.

Some of the other costs associated with a franchise include:

Facility/Location
In some cases, you may also have to buy land or a building, or you may have to rent a building. If you rent a building, you'll be responsible for not only the monthly lease but for the one-time security deposit as well. In addition, you'll have to pay for leasehold improvements. In some cases, the owner of the building will put these in and factor them into your rental, probably charging you an additional $50 to $100 per month. The franchisor might provide you with an allowance for leasehold improvements that runs in the neighborhood of $5,000 to $30,000 for your average franchise. Most franchisors will tell you what their estimated leasehold improvements will be.

Equipment
Different types of businesses will need various pieces of equipment. There are generally long-term payments available for most equipment purchases. Fortunately, most banks will provide loans for equipment because it also serves as collateral.

Signs
Outside signage can be very expensive for the small-business owner. Most franchisors have developed a sign package that the franchisee is obligated to purchase.

Opening Inventory
This will usually consist of at least a two-week supply, unless you're in a business that requires a much more complicated inventory. Most franchisors will tell you what their opening inventory requirements are.

Working Capital
For rent, you may be required to deposit first and last months' payments as well as a security fee. You'll also have to pay a deposit to the electric, gas and telephone companies (who will want deposits prior to giving you service). You'll need some working capital and money in the cash drawer to make change. You'll need money to pay your employees. You'll need money just to operate until there's a cash flow. If you're buying a franchise that relies on charge accounts, you're going to have to allow yourself some additional capital before the bills are paid by the customers and returned to you.

Advertising Fees
There is usually a fee for advertising on a regional or national basis. Most larger franchisors require their franchisees to pay a certain amount into a national fund used to advance the concept. For example, McDonald's has advertising funds of nearly $100 million, paid by the franchisor and individual franchisees. The upside is the benefits are quite substantial in terms of the visibility you get with the type of advertising that most franchisors do.

Franchise Law
An important protection for the person planning to buy a franchise is the FTC's Franchise Rule, put into effect October 21, 1979. The rule requires covered franchisors to supply a full disclosure of the information a prospective franchisee needs in order to make a rational decision about whether or not to invest. This disclosure must take place at the first personal contact where the subject of buying a franchise is discussed and at least 10 business days prior to signing any contract with the franchisee or accepting any money. This is a "cooling-off' period intended to prevent franchisees from jumping in without carefully reviewing and considering what they're doing. This means a franchisor, franchise broker or anyone else representing franchises for sale has to present a disclosure document-the Uniform Franchise Circular Offering (UFOC)-containing extensive information about the franchise. Furthermore, you must be provided with completed contracts covering all material points at least five days prior to the actual date of execution of the documents. Again, this provides another cooling-off period and the chance to have an attorney review the contracts prior to execution. Visit the FTC's Franchise and Business website to find out more about the Franchise Rule.

State Laws
The FTC doesn't require franchisors or business opportunity sellers to register with it or any other government agency. However, several states do have registration rules requiring franchise sellers to register. Some of these states laws are tougher than others, but most have adopted the UFOC guidelines for their disclosure requirements. It would be a mistake, however, to assume that simply because a franchise is registered with a state or provides some type of full disclosure document, you as a consumer are going to be protected from the possibility of failure or rip-off. The only thing that a state reviewing agency can do is ensure that the franchisor has responded and filed the necessary documents.

Franchise Registration States
These 14 states require a franchisor to register its UFOC and maintain a registration with the state agency indicated. If the company is authorized to sell franchises in one of these states, the company will be registered with the agencies listed here.
State Agency Telephone Number
California Department of Corporations (213) 576-7500
Hawaii Department of Commerce and Consumer Affairs, Securities Compliance (808) 586-2722
Illinois Attorney General's Office, Franchise Division (217) 782-1090
Indiana Securities Commissioner, Securities Division (317) 232-6681
Maryland Attorney General's Office, Securities Division (410) 576-6360
Michigan Attorney General's Office, Consumer Protection Division Antitrust and Franchise Unit (517) 373-7117
Minnesota Minnesota Department of Commerce (612) 296-4026
New York Department of Law (212) 416-8200
North Dakota Office of the Securities Commissioner (701) 328-2910
Rhode Island Division of Securities (401) 222-3048
South Dakota Division of Securities (605) 773-4823
Virginia State Corporation Commission, Division Of Securities And Retail Franchising (804) 371-9051
Washington Department of Financial Institutions, Securities Division (360) 902-8760
Wisconsin Wisconsin Securities Commission (608) 261-9555

Begin Your Search

The first part of the franchise research process is to conduct a brief self-assessment of your personal strengths,weaknesses, likes, dislikes and resources. These psychosocial dimensions can guide you through the many decisions you'll face in the franchise evaluation process. Without these personal signposts, it's easy to lose your way.

Here are some questions you might want to ask yourself:
  • What types of businesses excite you?
  • What's your entrepreneurial fantasy?
  • Do you imagine yourself dealing with long lines of retail customers, all waving $1,000 bills?
  • Or do you see yourself dealing at the business-to-business level, taking calls from Microsoft and Nordstrom?
  • Are you working outside in the fresh air, or is your idea of heaven found in the dusty inner workings of a computer?
  • Do you see yourself working at home, near your family?v
  • Are you working part time, or do you plan on this being a full-time career position?

Check your investment resources. List them on paper. Note liquid resources, your cash on hand, savings and that rainy-day cookie jar of $5 bills you buried in the backyard. What other personal resources can you scare up? If your Aunt Gertrude once offered to help you get started in business, now is the time to talk to her. If your bookworm sister just aced Regis Philbin out of $1 million on national television, maybe now is the time to talk business loan (if she says no, you have the perfect response: "Is that your final answer?"). Do you have equity in your house or other assets that can be pledged for a loan? Write them down. Expect to call on virtually all your personal financial resources when you purchase a franchised business.

Knowing your resources saves you considerable time when narrowing down choices in a franchise investment.

Once you've decided a franchise is the right route for you, how do you choose the right franchise? With so many franchise systems to choose from, the options can be dizzying. Start by investigating various industries that interest you to find those with growth potential. Narrow the choices down to a few industries you are most interested in, then analyze your geographic area to see if there is a market for that type of business. If so, contact all the franchise companies in those fields and ask them for information. Any reputable company will be happy to send you information at no cost.

Of course, don't rely solely on these promotional materials to make your decision. You also need to do your own detective work. Start by visiting your library or going online to look up all the magazine and newspaper articles you can find about the company you're considering. Is the company depicted favorably? Does it seem to be well managed and growing?

Check with the consumer or franchise regulators in your state to see if there are any serious problems with the company you're considering. If the company or its principles have been involved in lawsuits or bankruptcies, try to determine the nature of the lawsuits: Did they involve fraud or violations of FTC regulatory laws? To find out, call the court that handled the case and request a copy of the petition or judgment. If you live in one of the 14 states that regulate the sale of franchises, contact the state franchise authority, which can tell you if the company has complied with the state registration requirements. If the company is registered with Dun & Bradstreet, request a D&B report, which will give you details on the company's financial standing, payment promptness and other information. And of course, it never hurts to check with your local office of the Better Business Bureau for complaints against the company.

Now that you've got an idea of the industry you're interested in and the financial requirement you can commit to, try visiting a franchise trade show. They're a terrific way to gather a lot of preliminary information and survey the field in a short period of time, and you can find them in most good-sized cities.

When attending a franchise trade show, keep a few thoughts in mind. First, remember the companies exhibiting at the show by no means make up the entire universe of franchise opportunities. In fact, these events showcase only a small selection of the available franchise programs. Second, you should take full advantage of the information available. Stop by the booths of all the companies that fit the business profile you outlined in your goal--planning sessions. Leave your name and address with those companies that interest you. Ask questions, and listen carefully to the answers. Gather handouts and take notes. You'll get a good feel for franchise discourse, the questions to ask and the key sales points in any program.
Use this guide to help you make the best of your franchise trade show visit.

Before the Show:

  • Think about what you're seeking from a franchise. Part time or full time? What type of business would you enjoy? Consider your hobbies and passions.
  • Figure out your financial resources. What is liquid, what can you borrow from family and friends, and how much do you need to live on? What are your financial goals for the business?
  • Get serious. Dress conservatively, carry a briefcase, leave the kids at home, and take business cards if you have them. Show the representatives you meet that you're a serious prospect.
At the Show:
  • When you arrive, study the floor plan of the exhibitors listed. Circle the businesses you recognize or that look interesting to you. Make sure you stop by these booths during your visit.
  • Don't waste time. Pass by the sellers who are out of your price range or don't meet your personal goals. Have a short list of questions ready to ask the others: 1. What is the total investment required? 2. Tell me about a franchisee's typical day. 3. What arrangements are made for product supply? 4. Is financing available from the franchisor? 5. Ask for a copy of the company's UFOC. Not all franchisors will give you a copy of the UFOC at the show. This is perfectly acceptable, but if you're serious about investigating an opportunity, insist on a copy as soon as possible.
  • Collect handout information from all the companies that interest you. Also gather business cards.

After the Show:

  • Organize the materials you collected into file folders. Then read through the information more closely.
  • Follow up. Call the representatives you met to set up meetings and gather more information.

Navigate the Paper Trail

Through your preliminary research,you've found a great franchise opportunity. Butbefore you sign on the dotted line,youneed to find out if this opportunity is as good as it sounds. Your next step is to analyze it thoroughly to determine whether it's really worth buying.

Much of the information you'll need to gather in order to analyze a franchise will be acquired through the following:

  • Interviews with the franchisor
  • Interviews with existing franchisees
  • Examination of the Uniform Franchise Offering Circular (UFOC)
  • Examination of the franchise agreement
  • Examination of the audited financial statements
  • An earnings-claim statement or sample unit income (profit-and-loss) statement
  • Trade-area surveys
  • List of current franchisees
  • Newspaper or magazine articles about the franchise
  • A list of the franchisor's current assets and liabilities
Through this research, you want to find out the following:
  • If the franchisor as well as the current franchisees are profitable
  • How well-organized the franchise is
  • If it has national adaptability
  • Whether it has good public acceptance
  • What its unique selling proposition is
  • How good the financial controls of the business are
  • If the franchise is credible
  • What kind of exposure the franchise has received and the public's reaction to it
  • If the cash requirements are reasonable
  • What the integrity and commitment of the franchisor are
  • If the franchisor has a monitoring system
  • Which goods are proprietary and must be purchased from the franchisor
  • What the success ratio is in the industry

Don't be shy about asking for the required materials from the franchisor. After all, they'll be checking you out just as completely. If they aren't, that should sound a warning bell. Another warning sign is if the franchisor asks you to sign a disclaimer stating you haven't relied on any representations not contained in the written agreement. Such a requirement could indicate that the franchisor doesn't want to be held responsible for claims made by its sales representatives.

The UFOC is a mother lode of investor information, designed to give prospective franchisees all the information relevant to the franchise offering. The UFOC contains the facts that state and federal regulators consider important to your decision regarding whether to buy the franchise. The UFOC is designed to protect you, the investor, and you'll find it enormously helpful.

The document is made up of three basic sections sandwiched together: first, 23 sections describing various aspects of the franchise program; second, a set of the franchiser's audited financial statements; and third, a copy of each form or contract you'll sign if you buy the franchise.

State and federal franchise laws require that a franchisor deliver a copy of this document to you at the first personal face-to-face meeting with you or 10 business days before the contract is signed or money is paid, whichever happens first. This means you may not receive a UFOC simply by requesting it (although some franchisors will send one on request), but you should certainly receive a copy well before you're asked to pay money or sign a binding contract. Ask the franchisor for a UFOC early in your investigation; it may save you a great deal of time.

The first fundamental mistake most franchise investors make is to put the UFOC aside and not bother reading it. Sure, it can be a bit intimidating--some UFOC documents are thick, bound minibooks--but they're not impenetrable. If you understand what you're looking for--the red flags that should alert you to investigate the business further--and focus on the key investment information, the UFOC is an extremely useful introduction to the franchise program you're considering.

Not all the information in the UFOC is enlightening or particularly useful, but you can dig out much that is. Look for this key information as you read:

  • Item 2 describes the business background of the officers, directors and managers of the franchise company. Scan these summaries to get an idea of their experience.
  • Item 3 summarizes the litigation background of the franchisor and the people listed in Item 2. If there have been actions taken by state or federal enforcement agencies, or if private lawsuits relevant to the franchise system have been filed against the franchisor in the past 10 years, they are summarized in this section. If you find a significant number of actions, especially where franchisees have sued the company, make a note to investigate further.
  • Item 4 lists any bankruptcies in the backgrounds of either the franchisor or the people listed in Item 2.
  • Items 5 and 6 summarize the initial franchise fees, ongoing royalty fees and other charges franchisees must pay. If the initial fees have been negotiated in the past year, that will be disclosed in Item 5.
  • Item 7 presents the franchisor's estimate of the typical total investment by the franchisee, in chart form. You will need this key information when you prepare your own business plan or seek financing for the franchise. Be sure you review this information with your accountant.
  • Item 8 discloses the restrictions placed on the franchisee's purchase of supplies and product inventory for resale in the franchised business. It also presents information about rebates generated by franchisee purchases and the portion of the franchisor's revenue that comes from purchases made from the franchise company. If it looks like most of the franchisor's revenue comes from franchisee purchases, find out from other franchisees if products are fairly priced and effectively delivered. Supply arrangements are a vital aspect of running a franchise, so make sure the system works well.
  • Item 10 discusses financing. Many franchisors either provide financing to franchisees or make special arrangements with banks or other lenders to assist franchisees. Even if there is no mention of special financing arrangements in this item, ask the franchisor about them.
  • Item 11, the longest section in the document, highlights the franchisor's obligations to the franchisee under the franchise agreement. It also describes required computer equipment purchases and the initial training program.
  • Item 12 explains territorial rights. Make sure you understand exactly what rights you have, both inside and outside any designated territory. If the franchisor reserves the right in this item to distribute competing products or services through other channels of distribution, find out what this means and how the company intends to use that right.
  • Item 13 reveals details about the trademark licensed to franchisees. Is it federally registered or is registration pending? If it isn't effectively registered, the franchisor--and you--may have problems with it down the road.
  • Item 19 reveals earnings claims. This key section shows what kinds of sales or profits other franchise owners have made, if the franchisor chooses to supply the information. Most don't. If a franchisor does provide this information, it must also provide data to prove the claims upon your request. If no performance information appears here, find out why. It may be because the performance of franchisees does not paint a very attractive picture, or it could simply be that earnings vary widely from one region to another or one franchisee to another. Ask franchisees about their sales and profits; most are happy to share their experiences.
  • Item 20 contains systemwide statistical information, such as how many new businesses have opened over the past three years and how many franchise owners have left the system over the same period of time. This section also contains a list of the names, addresses and telephone numbers of current franchisees and those who have left the system in the past year. Call them.

One of the UFOC's strengths is that it delivers three years of audited financial information about the franchisor. Item 21 of the offering circular should include the balance sheet for the most recent fiscal year and an income statement, as well as changes in financial position for the most recent three years. These financial statements are audited reports prepared by a certified public accountant. Subsidiaries are allowed to use a parent's financial information, but only if the parent corporation will guarantee the obligations of the subsidiary franchisor.

The sample pro forma operating statement provides a forecast of projected sales and expenses that might be incurred by a franchisee in the geographical zone where the unit might be located. Very few franchisors provide this information or make any earnings claim. In part this is because such claims must be substantiated by backup data, according to the FTC.

Earnings claims must represent what the average franchisee can achieve, not what one unit made in the program. They can never guarantee that any franchise will achieve a stated level of performance. Data from nearby franchisees can be used, or data from franchisees in an area similar to yours from a demographic, socioeconomic or location standpoint.

The sample pro forma will be accompanied by a caution label required by the FTC. It contains the following caution: "These figures are only estimates of what we think you may earn. There is no assurance you'll do as well. If you rely on our figures, you must accept the risk of not doing as well."

Although many franchisors are reluctant to provide earnings projections, insist on seeing one. You'll need a realistic forecast that states what your income and expenses might be. Take caution to heart also. Don't simply rely on these figures as an accurate basis for projected income and expenses. Cross-check the data as much as possible. When interviewing other franchisees, ask them what their income and expenses are. In addition, talk to industry associations and independents involved in the type of business you will be purchasing.

The franchise agreement is the foundation on which your franchise is built. It gives both parties a clear understanding of the basis on which they're going to operate. It should ensure uniformity to protect the franchisee as well as the franchisor. Remember, your business is only as good as that same business down the street or in the next town. If people have a bad experience with another franchisee, the odds are they're not going to want to do business with you either.

There's an obligation on your part to sustain this uniformity. This agreement establishes standards of operation including what quality products you're going to use and what quality services you must provide. It eliminates future problems and has a deterrent value. A lot of problems can be avoided if you know that a certain activity would violate the franchise agreement. The company won't try to do something to you that it knows is a violation of the agreement. By the same token, you may not try to do something that you know is a violation.

The franchise agreement provides for remedies in the event of defaults. It outlines what will happen if you do something wrong, including the steps and notices the company must give you. After the company gives you this notice, how much time do you have and why? If you don't agree with the demands, what recourse do you have? The franchise agreement provides for all of this.

The following information is inherent to an agreement:
It states that you're a part of the franchise and have a certain fixed fee to pay as part of the consideration. It has location provisions. The company will have the right to approve sites. If the company desires, it will have the right to go on a direct lease. In some instances, your franchise agreement might even be tied to a lease directly. The company will determine what the plans and specifications of the general location should be, and will provide that your equipment conform to company specifications. By the same token, the company has the responsibility to assist you in site and equipment selection and in the general layout of your business, so you can have every opportunity to succeed. That's part of the franchisor's obligation and is stated in most franchise agreements. The agreement will have a section covering the use of the proprietary market and the use of the franchise name. Franchisors will provide that you may not contest their right to the use of that name and will also provide that you must notify the franchisor if somebody else is using the franchisor's name in your area. The agreement will require that you conform to the operating manual and use the products, systems and supplies specified by the company.

Here we get into an area of trust. For example, a franchisor can't require you to buy a product that's available at a better price somewhere else. That's in violation of antitrust laws. These laws have become a great concern to franchisors, since some have gone out of business because they violated those laws and were sued by franchisees.

Other provisions in the franchise agreement include:
  • Sign requirements. This is generally outlined in the franchise agreement in the proprietary market section: what your use of the sign must be, may be and may not be.
  • Training and advisory assistance. There's usually a section that outlines what training and assistance you're going to get. The agreement will indicate that you must complete a training program and that the company must give you assistance in starting out and in training you. Franchisors will indicate that they'll provide you with an ongoing advisory service and promotional materials, bulletins and marketing development products and techniques.
  • Advertising. Generally, franchisors will want to approve all advertising copy and packaging and promotional materials that you use to ensure that they're consistent with the concept. Companies may establish a national advertising fund to which you'll have to contribute and of which you'll be a beneficiary during any national advertising campaigns. They may require you to spend a certain amount of your gross income on local advertising.
  • Operating manual. Franchisors will require that you follow the operating manual, that it be kept confidential, that it's a property of the franchisor, and that you must adopt revisions to the manual, which will be made by the franchisor on an ongoing basis. Companies are very concerned about this operating manual because it tells everything about their businesses.
  • Maintenance and repairs. The franchisor will want you to maintain the interior and exterior of your location. They want the ability to force you to repair your unit in five or 10 years so that you don't allow it to get run down. In some cases, there are franchisor provisions that require the franchise to construct additional buildings if the franchisor feels they're necessary in order to accommodate the business. Generally, these provisions have not been accepted very well by most states.
  • Accounting and records provisions. These provisions will require you to keep certain records including weekly sales reports, semimonthly sales reports and monthly profit and loss sales reports. Franchisors will want to be able to inspect your records through their area supervisors or representatives to ascertain that you're correctly reporting the activity of your business, making sure you're not understating your sales to cheat them out of royalties. There will also be a section requiring you to give them annual, audited statements by a certified public accountant.
  • Standards and quality. These provisions will establish uniformity, and will provide for purchases, which conform to the franchisor's specifications. These sections are in some cases quite extensive.
  • Quality control provisions. The more labor-intensive your operation, the more franchisors will insist on certain procedures. If you're handling a franchise which simply dispenses a pre-made product, there isn't as great a concern on the part of the franchisor, but in cases where a product is labor-intensive and made on the premises, whether it be food or manufactured items, the quality-control provisions will generally be very substantial. This is for your benefit as a franchisee as much as it is for the franchisor's.
  • System modifications. Specifically, this section will establish the right of the franchisor to modify the concept, but it will also prohibit you as a franchisee from any unauthorized modification of that system. In other words, franchisors want the system to be uniform and don't want you to change anything without their approval. When they want a change, they want the power to say you must change the procedure.
  • Continuing services and royalty fee. These provisions establish that you'll be paying a royalty--an ongoing percentage of sales, or a fixed monthly or annual amount which will be remunerated to the franchisor for the continued use of the franchised concept. The franchisor will determine what kind of program is necessary, as well as what kind of support will be provided on an ongoing basis. The direct and indirect costs associated with those services are projected, and a percentage is established to cover those expenses. The method in which the franchisor collects and assesses these fees is provided for in the franchise agreement.
  • Insurance provisions. The franchisor knows what kind of insurance and liability protection you need, as well as what kind of protection they need. The agreement will generally establish what amounts will be required for protection including workman's compensation, general liability, product liability, bodily injury and property damage.
  • The terms. How long will your franchise agreement be in effect, and what are the options beyond that period of time? One of the most important items regarding franchise agreements and the terms for which they are awarded is the Nikva Bill, which deals with the renewal and termination of franchise agreements. It was created primarily to overcome abuses by franchisors. A franchisee would build a business, find that the term had expired, and the franchisor wouldn't renew it without imposing unfair restrictions. These abuses by franchisors have been few and far between, but they do happen. The term clauses are generally coordinated with the lease so that if you have a lease for 15 years, you'll have a 15-year franchise agreement. A long-term agreement assures the franchisor that it will receive a royalty for a longer period of time, and it gives the franchisee more security. A shorter term gives the franchisor the ability to adjust the royalty upward more quickly, and it eliminates undesirable franchisees. When their term expires, they're simply not renewed. For a franchisee, the short term can also be an advantage. With the short term, you can get out of the agreement and not pay a royalty. On the other hand, you may want to hold the franchisor to the agreement for a longer period of time. This is something you'll have to assess according to your interest in working with that particular franchisor.
  • Covenant sections. These restrict a franchisee from copying or diverting business, hiring employees or divulging secrets. These restrictive covenants are subject to state or antitrust laws. Some states won't allow restrictive covenant sections while others will. Some antitrust laws prohibit certain restrictions of a person's ability to earn a living. Franchisors will indicate that you as a franchisee cannot simply open an identical business, using all the franchisor's systems and know-how and marketing tools and so on, without using the franchise name and paying a royalty.
  • Termination and defaults. This section provides the terms under which the franchisor is able to terminate you or to say you're in default. If you become bankrupt, for example, that is usually a condition allowing for termination of the franchise agreement. If the franchisor gives you notice to cure a certain defect, you'll have a limited amount of time to comply. According to the Nikva bill, both parties have certain rights and duties on expiration or termination, and they'll be spelled out in a special section of your franchise agreement. Usually it will provide that on expiration or termination you must pay all the sums you owe the franchisor, cease using their name and, in some cases, give the franchisor the right to purchase the physical assets. There's often a provision that deals with the operation of the franchise upon the event of disability or death. The franchisor then has the right to operate the business.
  • Taxes and permits. This clause will require the payment of any tax assessments, liens, equipment or previous accounts, and that you be in full compliance with all federal, state and local laws. This protects the franchisor as well as you. It will require that you obtain all permits, certificates and licenses necessary to do business at that particular location. The agreement will provide that you're an independent contractor; that you're not an agent, partner or employee of the franchisor; that you can't incur any liability for the franchisor; and that you bear the cost of defense of any claims. Generally this section clarifies that any debts you incur are your own and not the franchisor's.
  • Nonwaiver provision. This says that if the franchisor doesn't enforce a certain clause in the franchise, that doesn't mean it isn't enforceable at a later date. There's usually a similar provision on the receipt of payments. If franchisors don't accept a payment from you, that doesn't mean they don't have the right to come back and collect it later. There's also a notice provision that dictates the manner of notice, how much notice they have to give you, how it should be served, to whom and where. Provisions for liability for breach, which involves payment or costs for attorneys' fees by the party in default, are also sometimes put into an agreement.
  • Arbitration clauses. Some states won't allow them and won't recognize them, but they do provide a basis for settling disputes without having to go to litigation. They sometimes provide for binding arbitration. Both the franchisor and franchisee provide an arbitrator, then these two pick a third arbitrator. The third arbitrator may do the arbitration, or all three of them might. They listen to the issues, the company's side and your side. With binding arbitration, whatever the arbitrators decide will dictate the final agreement.
  • "Franchisee" definition. This definition will include not only you, but also any successors. There will be a caveat, which is a disclaimer, to any claims made. It indicates that you agree you're assuming certain risks, that the success of the business isn't guaranteed, and that the success of this business depends on your ability at a franchisee.
  • This covers the basic considerations that you'll find in most franchise agreements. Again, we can't stress enough that you should have an attorney examine all documents closely. Most franchises are very capital-intensive, and you want to protect yourself as much as you can.

Obtain Professional Advice

After you receive the UFOC, you must take another vital step to make the most of it: Find professional advisors to help analyze it. Unless you're experienced in reading financial statements and analyzing complex commercial contracts, the money it costs for the assistance will be well worth it.

Using the information in the UFOC, a good accountant can put together a projection for your planned business and give you an educated guess about whether it will be profitable and how much money it may generate. Without a basic cash-flow needs analysis, you'll have no idea how much capital you'll need to run the business and no clue as to whether it will meet your income needs.

An attorney is invaluable in reviewing the UFOC and the franchise agreement. The franchise agreement is usually quite long and complex--after all, it will govern a complicated commercial relationship over a long period of time. An experienced eye looking it over with your interests in mind can identify any essential points of negotiation. Your lawyer can also explain exactly what all that legalese means for you as a franchisee.

Interview Both Sides of the Franchise Equation

After you've received all the documents from the franchisor, you'll enter a preliminary negotiation stage before you sign. This is the most critical period in your dealings with the franchisor. At this point in time, you'll meet a representative of the franchisor and conduct interviews with as many franchisees as possible in order to evaluate the franchise package. This provides an opportunity for both you and the franchisor to form first impressions and determine whether negotiations will proceed any further.

The representative of the franchisor may be one of three people: the franchise owner/company president, an in-house salesperson or a franchise broker. No matter which one of these people you meet, he or she will want to know more specific information about you.

The franchisor is going to want to know more about your financial status, experience and general background. If the franchisor doesn't ask these questions or show any interest in your previous background, that should be a danger signal to you. When they do ask you questions regarding these topics, however, don't feel they are prying into your personal life. They aren't. They're just protecting their interests. Prepare questions of your own about the company. You might even want to have your attorney present or have an attorney highlight areas of the franchise agreement and UFOC that should be questioned. Don't leave until you've been supplied with all the information that you need. This could take anywhere from a few hours to a whole day. Your primary goal should be to satisfy all your doubts so that you feel comfortable with the data supplied by the franchisor.

During your interview, you really want to concentrate on some key areas that will help you determine the strength of the franchise:

  • Ask what the pretax net profits of existing operations are and compare them against the earnings statement or pro forma that the franchisor has already supplied you.
  • Find out what is included in the training program, field assistance, store design, facility construction, site selection, and feasibility studies.
  • Will there be any additional working capital required after the initial fee and investment, and if so, how much?
  • How will the franchisor arrange for the supply of product to the business? Ask to see a current price sheet. • Ask the franchisor to detail exactly what the territorial restrictions and protections are.
  • Find out how many franchises have been sold to investors in the state you will be operating in during the last 12 months, and how many have opened a franchised business in that time.
  • Ask if the company has any plans for further expansion in the state. Has it identified any locations it plans to develop?
  • If purchasing a current franchise, ask to see the operating books and records of the business for the past two years. • What type of support will the franchisor provide once your franchise has opened its doors?
  • Find out if any franchisees have been terminated. If some have, have the franchisor detail the reasons. Have any franchisees failed or gone bankrupt?
  • What kind of financing is available from the franchisor, if any?
  • Find out if there are any current lawsuits pending against the franchisor. Have them elaborate on any past judgments.
  • Find out how disputes between the franchisor and franchisees are settled.
  • Will the franchisor assist in site selection? It will be of enormous help if it does.Whether it does or not, do your own demographic study so you are familiar with the profile of the audience within the market area.

Don't be afraid to ask questions. And don't be afraid that you'll appear foolish because, frankly, very few people understand the franchise agreement or the UFOC in full. Primarily, you're trying to pinpoint any problems that may exist in a franchise.

Don't just settle on any franchise.

If you run across a franchisor that is reluctant to pass along a list of current franchisees, makes promises that you'll earn a fortune on a limited investment, insists on deposits for holding a franchise unit, tries to convince you to sign before someone else does, or is full of empty rhetoric when answering your questions, head for the door. These are franchisors that are probably trying to pull a fast one to get your money.

You owe it to yourself to talk to as many current franchise owners as you can. Just get in the car and head out to see them. You'll find names, telephone numbers and addresses right in the UFOC (Item 20).

Franchisees' view of the franchisor and the value of the franchise system will be enlightening. Make sure you interview a large sampling of franchisees. Some will have good experiences to report; others may preach doom and gloom. Remember, no one can predict how you will fare or whether you'll enjoy the business, but you need to know the mood of the existing owners before you join their club.

Make sure you visit franchisees at a good time of day. If you show up at a fast-food restaurant at noon, don't expect to get anyone's full attention. By all means, arrive at noon, watch the operation during the lunch hour, and arrange to see the owner later that afternoon, when things quiet down.

Use the visit to follow up on the information you read in the UFOC. As lengthy as that document is, it still doesn't tell the whole story. You have to piece that together for yourself. Bring a list of questions when you visit franchise owners. Some questions you may want to ask include:

Was the training the franchisor offered helpful in getting the business off the ground?

  • Is the franchisor responsive to your needs?
  • Tell me about a typical day for you.
  • Have there been problems you didn't anticipate?
  • Has your experience proved that the investment and cost information in the UFOC was realistic?
  • Have you incurred any hidden expenses?
  • Are the advertising fees reflected in the marketing support (for example, local advertising or in-store signage) that you receive?
  • What are your sales patterns like? Are they seasonal? If so, what do you do to make ends meet in the off-season?
  • Have your sales and profits met your expectations? Tell me about the numbers in the business.
  • Are there expansion opportunities for additional franchise ownership in this system?
  • Knowing what you know now, would you make this investment again?

Since running a franchise involves an ongoing relationship with the franchisor, be sure to get details on the purchasing process-everything that happened from the day the franchisee signed the agreement to the end of the first year in business. Did the parent company follow through on its promises?

Don't hesitate to ask about sensitive topics. One of the most important questions a prospective franchisee should ask, but rarely does, is "What conflicts do you have with the franchisor?" Even established, successful companies have conflicts. What you need to find out is how widespread and common those conflicts are.

Talking to franchisees can also give you something you won't get anywhere else: a feeling for what it's like to run this business day to day. Thinking solely in economic terms is a mistake if you end up with a franchise that doesn't suit your lifestyle or self-image. When you envision running a restaurant franchise, for instance, you may be thinking of all the money you're going to make. Talking to franchisees can bring you back to reality--which is a lot more likely to involve manning a fry station, disciplining teenage employees and working late hours than cruising around in your Ferrari. Many franchisees and franchising experts say there's no better way to cap off your research than by spending time in a franchise location to see what your life will be like if you buy. Buyers should spend at least one week working in a unit. This is the best way for the franchisor and franchisee to evaluate each other. Offer to work for free. If the franchisor doesn't want you to, you should be skeptical about the investment.

When all your research is completed, the choice between two equally sound franchises often comes down to your gut instinct. That's why talking to franchisees and visiting locations is so important in the selection process.

Finance Your Franchise

You've read the literature, done your due diligence, considered the statistics on success, and know a franchise is the way you want to get into business. But before you sign on the dotted line, answer this question first: Where will you get the money to finance the franchise, royalty fees, inventory and working capital?

The first thing you want to do before approaching any lender is determine what your net worth is. To do this, use a personal balance sheet to list both your assets (what you own) and liabilities (what you owe). Under assets, list all your holdings--cash on hand, checking accounts, savings accounts, real estate (current market value), automobiles (whether paid off or not), bonds, securities, insurance cash values and other assets--then total them up.

The second part of the balance sheet is liabilities. Follow the same steps. List your current bills, all your charges, your home mortgage, auto loans, finance company loans and so on. Subtract your liabilities from your assets. Once you've worked up this sheet, take a good look at your credit rating. There are three common ingredients that all potential lenders look for in a credit rating: stability, income and track record.

Most lenders are interested in how long you've been at a certain job or lived in the same location, and whether you have a record of finishing what you start. If your past record doesn't show a history of stability, then be prepared with good explanations. Not only is the amount of income you earn important but so is your ability to live within that income. Some people earn $100,000 a year and still can't pay their debts, while others budget nicely on $20,000 a year.

Most lending institutions look at your income and the way you live within that income for one very good reason. If you can't manage personal finances, the odds against you being able to manage your business finances are very good.

The third element lenders look for is your track record--how successful you've been in paying off past obligations. If you have a record of delinquent payments, repossessions and so on, you should get these squared away before asking for a loan. Most lenders will contact a credit bureau to look at your credit file. We suggest you do the same thing before you try to borrow. Under the law, credit bureaus are required to give you all the information they have on file about your credit history. Once you have this tool, you should correct any wrong information or at least make sure your side of the story is on record. For instance, a 90-day delinquency would look bad, but if that 90-day delinquency was caused by being laid off or by illness, then that should be taken into consideration.

After you've determined your net worth and your credit rating, the final step to take before approaching lenders is putting together your business plan. A well-thought-out business plan can make the difference between having your loan application accepted or rejected. A complete business plan should always include an intimate, technical study of the business you plan to go into; accurate pro formas, projections and cost analyses; estimates of working capital; an indication of your "people skills"; and a suitable marketing plan. It should also include certified statements of your net worth and several credit references.

If you're unfamiliar with writing a business plan, seek professional guidance or check out business plan preparation software such as Business Plan Pro, or BizPlan Builder Interactive.

Traditionally, the first place franchisees turn for financing is the franchisor. Almost all U.S. franchisors provide debt financing only. Some carry the entire loan or a fraction thereof through their own finance company. We found fractions of 15 percent, 20 percent and 25 percent, all the way up to 75 percent of the total debt burden. The franchisors we talked to emphasized that these figures are simply guidelines and not hard and fast limits.

In addition, the loans made by the franchisor can be structured a number of ways. Some offer loans based on simple interest, no principal, and a balloon payment that's due five or 10 years down the road. Others offer loans with no payment due until after the first year.

Instead of financing the entire start-up cost, franchisors may offer financing for portions of the entire cost. They may have financing plans for equipment, the franchise fee, operational costs or any combination thereof.

In addition to financing a portion of the start-up cost, the franchisor usually has made arrangements with leasing companies to lease the franchisee the equipment necessary to run the franchise. This can be a significant part of the financing, since equipment often makes up between 25 and 75 percent of a franchise's total start-up costs.

If the franchise you're considering doesn't offer equipment leasing, look into non-franchise, non-bank companies that specialize in equipment leasing for franchises. These types of financing companies will often provide asset-based lending to finance franchisees' furniture, equipment, signs and fixtures, and will allow franchisees to purchase the equipment at the end of the lease. Keep in mind that you may lose some tax advantages under the current law if you lease that equipment.

Remember that a business is franchised for two reasons: to expand the business and to raise capital. So if you have a reasonably good credit record and pass all the financial requirements, most franchisors will bend over backwards to get you on the team. The help that franchisors provide to help you get financing usually includes assistance with business plans and introductions to lending sources. In many cases, franchisors serve as guarantors of loans you take out.

After you've determined the extent of financing available from the franchisor, make a working list of all other available sources of capital. Most sharp operators use the following sequence of contacts: friends and relatives, home mortgages, veterans' loans, bank loans, SBA loans and finance companies.

Often, banks that aren't willing to work with you based on your financial profile become more amenable if you suggest working with an SBA loan guarantee; these loans are guaranteed up to 90 percent by the SBA. Small businesses simply submit a loan application to the lender for initial review, and if the lender finds the application acceptable, it forwards the application and its credit analysis to the nearest SBA office. After SBA approval, the lender closes the loan and disburses the funds; the borrower makes loan payments to the lender.

Recently, franchisors report being approached by financial brokers--historically more interested in big deals--to put together large pools of money using SBA and private funds. These funds would be available to franchisees through the franchisors like a trust fund. Groups of smaller banks with funds to invest would contribute to the fund from allover the country.

Other options would be to take out a home-equity line of credit or a second mortgage on your home. Be careful when utilizing this type of financing, however. The home-equity line of credit and a second mortgage are secured by your home. If you can't repay the amount you finance using this source, you risk losing your home. You can also use assets such as stocks, bonds, and mutual funds to secure a loan as long as they're not part of a qualified plan like an IRA profit-sharing plan. Also, if you are over age 59 and have a lot of money tied up in an IRA, you could use it for part of your financing requirements. Although you'll have to pay taxes on the amount used, not to mention suffer the loss of income from interest, it can be a good financing tool. If you are under age 59 and your IRA is one of your largest assets, you still may be able to take advantage of this avenue without accruing the 10-percent penalty associated with early withdrawal. By taking Substantial Equal Periodic Payments spread over a minimum of five years, based on your life expectancy, and a set of annuity tables published by the IRS, you can eliminate the 10-percent penalty, although the money is still taxable.

There are infinite sources of financing available to help you launch the franchise of your dreams. However, operating a franchise with no reserves and blinding yourself to unexpected business problems can lead to disaster. A good rule to remember: Never invest more than 75 percent of your cash reserves. If you have $10,000, invest $7,500. If you have $25,000, invest $18,750.

More important, remember that the price of a franchise doesn't always reflect the actual cost of the business itself. Additional costs can include down payments on the land, building, equipment, fixtures and signs, and can cover inventory, leasehold improvements, training, opening promotional costs, administrative costs and even sales commissions.

Be sure you understand the requirements of your cash investment. You will need a "pillow" of working capital to properly guide the business through its ups and downs. If you do your homework thoroughly, and remember that financing a business is the most important sale you'll ever make, then you'll be head and shoulders above the competition.

1. Talk to your franchisor before searching for outside financing; get approved or pre-qualified.
2. The most common source of start-up capital is friends and family. Use them.
3. Seek out lenders that understand not just small business but franchising as well.
4. Be totally honest and upfront with lenders. Hide nothing. Be prepared to explain everything.
5. Neatness counts. Fill out your credit and loan applications clearly. Typed is better.
6. Don't weigh down your loan application with attached documents.
7. Don't exhaust your liquidity by paying off outstanding debts before filing a loan application. Lenders want you to have capital available.
8. If you lack liquidity, find a partner with money.
9. Consider equipment leasing to conserve start-up capital and improve the appearance of your balance sheet.
10. Keep debts and expenses to a minimum. Many business owners take on too much debt, forgetting that cash flow must pay that debt.
11. Consider buying used equipment, furniture, vehicles, etc.
12. Let your fingers do the walking on the Internet before wasting time, energy, gas and phone calls. You'll find useful information. Some sites even allow you to file loan applications online.
13. Don't overlook angel investors and venture capitalists. Many have cooled to the high-tech sector and are seeking alternative investments.
14. Avoid dipping into your retirement money or your kids' college funds. Any start-up-even a franchise-is a risk.
15. Don't give up.

 
 
 
 
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