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FRANCHISE FORCE MULTIPLIER STRATEGY

Author Richard Solomon is a Franchise Lawyer with four decades of experience in business development, antitrust and franchise law, management counseling and dispute resolution including trials and crisis management.


         We know what proliferation is. It is essentially quantitative. Everyone in franchising has been through the experience with companies that seek numerosity goals, as well as the frequent deterioration of entry level standards that often occurs when we are trying to get to 100, 500 or 1,000 franchisees. The joke – which is frequently not a joke at all – is that you have to exceed the goal by at least 20 % just to handle the attrition from the franchisees you accepted that you shouldn’t have/wouldn’t have accepted in normal circumstances, who don’t make it past year one. There are similar jokes about military physicals. This is not about that kind of situation.

          Force multiplication in franchising is about the qualitative potential represented by a corps of a few hundred or several hundred of your own franchisees in the sense that they ought to represent your primary “go to” target market for your next franchise concept. The combined impact of an effective and positive working relationship with your own franchisees and a timely executed competent diversification plan will mean more to your company’s growth potential and capital value that any alternative strategy.

          To be sure, this is a departure from historical practice and many companies have become very large and very profitable doing it the traditional way. But times are changing, and the traditional way ignores the impact of imitational brand proliferation in the middle to later stages of concept life cycle. What that means is that the simple flooding of the market with additional units of your own brand is now seen to coalesce with the impact of others in the same business coming in with pretty much the same concept but just another name. Add to that the introduction of your products into alternative channels of distribution, and what you get is impaired margins and returns and the conflict of deteriorating profitability in the franchisee group in favor of incremental sales and profits at the franchisor level. In that scenario, when a new concept does come out, the franchisees who might have invested with you are less inclined to do so because of how opportunistic you were in the existing relationship. In other words, you have alienated potentially hundreds of easy sale franchisees for your new concept.

          The argument here is that earlier diversification makes market flooding within the original concept essentially unnecessary and, at the same time, keeps these easy sale franchise investors in your camp. They know your company and how it operates. They know your track record in being able to produce a model that can produce profit and cash flow. They know your ethics. No matter the cheerleading, you aren’t expected to have franchisees who love you. You are expected to have franchisees who make a good investment return by reason of their being affiliated with you. If you accomplish that, then the ever present grousing is just something that comes with any territory, no matter how positive the territory may be, and you pay it little or no attention.

I have all too often sat in rooms full of wealthy franchisees who did nothing but complain that the franchisor was getting rich off them. I usually alienate them by reminding them that that’s why anyone goes into franchising in the first place. A properly managed franchise company is held together by the discipline of compliance with the core protocols, not by cheerleading, affection or any other emotional bond. They don’t have to love you. They just have to pay you. They don’t pay you because the contract says they have to do that, although you would soon be broke without that legal obligation. They pay you because the model enables the payment and still provides a competent return to them. Without that irreducible requisite no contract on the world means a damn thing. Core protocols are economically bilateral in the sense that, no matter what the contracts say, the economic performance is positive at both ends.

          That is the acid test of any company’s qualification to become a force multiplier. Why then is not every successful franchise company already a force multiplier? Why do diversification projects so often fail either in the real failure sense or in the sense that targets are not reached and diversification concepts are simply spun off in one fashion or another?

          If you look at the really good franchisors today, you aren’t looking at people who sell one franchise at a time. A concept with potential goes to proven multi unit operators. In fact, it is a hallmark or a high risk franchise opportunity that they are being sold one unit at a time to thinly capitalized novices. But what if a high risk one at a time franchise opportunity can be converted into a higher investment quality offering simply by ownership change to a franchisor with a proven ability to support sustained profitability in its system? The conversion is made possible by recognition of characteristics that make the proposal attractive to someone who already knows how to run a real franchise company because he already does run a real franchise company. Novice franchisors are often the principal reason for franchise system failure. They are trying to learn on the job. They may have run the business to be franchised, but have not run a franchising business. The two are worlds apart. Experience with one means little when it comes time to be a franchisor.

          The high failure rate of new franchisors is due mainly to the fact that the new franchisors are novice franchisors selling their franchises to novice franchisees. The value of the experienced franchisor is a qualitative force multiplier in the sense that survivability comes with the experience.

          When you couple that new concept to an experienced franchisor, you have something to sell to experienced groups of franchisees. And if your own franchisees know you too well ever to invest with you again, you have to look for other groups of franchisees in other franchise systems. That doesn’t mean that they won’t call your franchisees to find out what it’s like living with you. So, if you’re that bad there may not be a force multiplier opportunity for you. But if you haven’t ripped off your own people, you can and should start selling your next concept to them first. Nothing speaks so well in sales and marketing terms as a concept that is being bought up by the franchisor’s own franchisees in another system. My God what an endorsement! That kind of respect has to have been earned. The reason I think it is so seldom earned is that diversification comes along too late. It should start sooner rather than later. No franchisor with one hundred franchisees should wait any longer to begin diversification through acquisition. Diversification through internal development – the notion that the new concept must be invented here - is a much harder, more time consuming and much riskier proposition. There are so many new concepts out there that you might have to write a check for, but that would put you way down the road in being ready for prime time much faster than trying to do it yourself from scratch. In the end, writing that check is much cheaper than doing it yourself. It is cheaper because you are missing out on revenue streams by not getting off quickly. DUH! Besides, with one hundred franchisees you are still hungry enough to make a new concept grow at that high growth early stage.

          What should your own profile be in order to make your next concept attractive to your own franchisees as their own next generation of investment. Face it. If they’re really good, there will be another generation of investment for them. The only question is whether that next generation investment will be made with you.

          Other than outright chicanery, a major error that franchisors make that negatively impacts upon their own franchisees wanting to invest in a new concept with them is that they succumb to the laziness of overcrowding the territories of existing franchisees. As soon as franchise sales begin to ebb, the first thought is the lazy thought – sell more of the same franchise into already populated areas. You may have the contract right to do that, but you could be selling the new concept franchise to your own franchisees without being seen to be stealing their sales. You would be getting more units into populated territories, but they would be different concept units. And if franchisees elected not to buy them, your then selling them to others would not be an encroachment matter if the new concept is not a direct competitor. So long as the new concepts are not competitors of your existing systems, you can populate the dickens out of territories and not create ill will. Moreover, there are still economies of scale in multi concept populations being supported and supplied by one franchising organization.

          When diversification begins to be undertaken at the one hundred franchisee level, there are still enormous areas of the country (if we’re talking about the USA) into which you are still selling your core/original concept franchises without any encroachment issues. Your franchise selling organization is in high cotton with fertile fields lying open before them. With healthy franchisees in your core concept, little or no litigation/arbitration/dispute resolution absorbing dollars that could be used for constructive enterprise activity, this early stage concept replication is perfectly timed. Furthermore, the first acquisition isn’t going to happen overnight. While acquisition puts you in play faster than internal development of new concepts, it is still not an overnight proposition. You will sell fifty more franchises at least before you are ready to begin to roll out your Plan B concept. The chemistry of it all has the greatest chance to enhance your financial trends beyond normal expectations. You recognize that you can keep your organization in an early stage optimum growth mode by diversification, more assiduously than being a one trick pony. To be sure, many one trick ponies have really good tricks, but the odds are better with diversification. There are only so many superstar one trick ponies, and the normal experience is that superstardom is the exception rather than the rule.

          Once you have made the decision to go this route, the next step is to profile what potential acquisition candidates should “look like”. Profiling will be done more than once, and initial profiling should be broad brush, generic criteria. Once the shopping list has been populated, further profiling at more specific levels of criteria will be done.

          The initial profiling should not be management style focused. Initial profiling should consist mainly of criteria of size, history, area of activity, geographic scope of penetration to date, total initial investment requirements for their franchisees and gross sales per unit. The translation of sales into profitability need not be in the first stage profiling, as newer systems usually don’t have franchisee profitability data anyway, even if their franchise agreements say that they are entitled to that information. All the information needed to complete this inquiry is easy to obtain, and by generalizing initial profiling criteria, the time consumed by that part of the project is significantly shortened. This approach also eliminates detail profiling of many prospects that simply won’t make the cut. We don’t spend time and money on what we probably won’t be interested in.

          That accomplished, we would then have a population of potential affinity concepts with which our own company and our own franchisees could be compatible. Since I believe it is important that what we select be something our own franchisees would seriously consider, assuming their relationship with us is where it needs to be, affinity screening that does not take into account the potential advantage of our own franchisees as core group investors is not competent initial profiling. While we may find something that is so astoundingly attractive that we don’t have to give a lot of weight to our own franchisees as owners, that is not really a strong likelihood.

          The next stage is to look more closely/intimately at the population that results from this “swine sift” [swine sift is a term relating to the selection process to get only the prize hogs and sows to the final award ceremony in a cattle and hog show]. This includes trouble shooting the systems now being used by the candidates, including what ought to be changed to make it work more smoothly. This involves harmonizing the operations protocols with the realities of optimum efficiency – getting stuff out of the way that is potentially obstructive – maybe also looking at the franchise agreements and seeing what if anything about them ought to be revised. Also included in this second stage swine sift is a closer evaluation of the present management of the candidate. We will have to live with some of them, as those with particularized knowledge of what pertains to that concept rather than just being generic franchise experience probably should be asked to stay. I’m sure that I don’t have to go into the advantages of being able to scrub most administrative costs now being borne by the candidate franchise company selected because we can simply integrate that into what we already have at modest variable cost. There will be some “cultural” issues with the top people, and how to harmonize those will be part of the considerations.

          We will then come out with a smaller population of potential grand champion sow and hog, and it is at this point that we start to deal with questions of pricing the acquisition and negotiation of terms. That is obviously a multivariate exercise that isn’t part of this discussion, but it isn’t that hard to figure out. My personal preferences are that, to the greatest extent possible we use cash – present and future contingent – rather than equity. While equity is so attractive because it is “funny money”, when everything works out very well, you tend later to wish that you didn’t have those people around with a say so about things. There are many ways to arrange those executive relationships in M&A situations, and it doesn’t have to be an “either or” choice every time” Just the use of phantom equity rather than real equity opens a variety of negotiation options.

          By now we will also have done our “field due diligence” on the candidates’ own franchisee relations. At some point we will be close enough to doing a deal that the consents needed to do intensive field due diligence may be needed. People fear their franchisees becoming unglued at uncertainties associated with potential changes in ownership and how that is to be managed. Again that is a negotiated arrangement and should not present major issues if handled with the appropriate levels of issue sensitivity.

          The likelihood is that, when done this way, we will end up with more than one concept that we would really like to own. To me that is being blessed with good fortune.

          The unwilling often say that they fear doing this might cause them to lose their focus on their core business. I believe that just isn’t so. The core business of a franchising company isn’t the product or service that their franchisees sell. The core business of a franchising company is franchising. You don’t have to dilute your extant franchise system’s intensity to accomplish diversification. That is a flat earth notion that ought to be rejected out of hand.

          It seems to me that the way to solve problems of excessive system growth that results in encroachment problems has been to write contracts that permit the encroachment and shift the potential risks of encroachment to the franchisees. I think that is a terrible solution. While one might want to keep that contract language on the notion that anything that reduces franchisor risk is essentially good, this notion of diversification instead of market flooding appeals greatly to me as a better way – a business way – to solve the issues. It is better in that the growth profile offers better prospects for positive returns in a diversification mode. And if your franchisee relations are where they ought to be financially and operationally, you have a ready made battalion of investors who “know the drills” and can live with them. .

          Think about that.
 

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