An Introduction to Franchising and its Importance for Entrepreneurs and Small and Medium-Sized Industries by Tan Tee Jim, S.C. Senior Partner, Head, IP & IT, Lee & Lee Kuala Lumpur, July 2008

Growth of Franchising Singer Sewing Machine – first franchise (mid- 19th century) Automobile (e.g. Ford), petroleum products (e.g. Shell), soft drinks (e.g. Coca Cola) Food and restaurants (e.g. McDonald’s, Starbucks)

Growth of Franchising Home markets saturated – attractive opportunities overseas Lack of/relaxation of regulations in most countries Expansion of international trade Exposure to international media

Brief Outline What is franchising? Types of franchising Why franchise? Why is franchising important to SMEs? Considerations for franchisor/franchisee Pitfalls/Be careful Singapore Experience

What is franchising? “A franchise operation is a contractual relationship between the franchisor and franchisee in which the franchisor offers or is obliged to maintain a continuing interest in the business of the franchisee in such areas as know-how and training; wherein the franchisee operates under a common trade name, format and/or procedure owned or controlled by the franchisor, and in which the franchisee has or will make a substantial capital investment in his business from his own resources.” - Definition by International Franchise Association

What is franchising? Legal and commercial arrangement concerning the successful business of a franchisor Use of franchisor’s trade name, format, system and/or procedure under licence Means to raise capital and expand quickly Assistance to franchisee Marketing, management, advertising, store design, standards specifications Payment by franchisee by way of royalty, licensee fee or other means

Franchising is more than distributorship What is franchising? Franchising is more than distributorship Extends to an entire operation or method of business Greater assistance, control and longer duration Distributor merely re-sells products to retailers or customers

TYPES OF FRANCHISE 3 main types of franchise: Product distribution franchise; Business format franchise; and Management franchise.

PRODUCT DISTRIBUTION FRANCHISES A product distribution franchise model is very much like a supplier-dealer relationship. Typically, the franchisee merely sells the franchisor’s products. However, this type of franchise will also include some form of integration of the business activities.

PRODUCT DISTRIBUTION FRANCHISES Examples of famous product distribution franchise:

PRODUCT DISTRIBUTION FRANCHISES Produces the syrup concentrate Sells the syrup concentrate FRANCHISEE Produces the final drink Retail Stores Restaurants & F&B Outlets Vending Machine Operators

BUSINESS FORMAT FRANCHISING In a business format franchise, the integration of the business is more complete. The franchisee not only distributes the franchisor’s products and services under the franchisor’s trade mark, but also implements the franchisor’s format and procedure of conducting the business.

Famous Examples

BUSINESS FORMAT FRANCHISING - outlet in Sale, Australia outlet in Marseille, France

MANAGEMENT FRANCHISE A form of service agreement. The franchisee provides the management expertise, format and/or procedure for conducting the business.

Famous Examples

Why is franchising important to SMEs? Leveraging on a recognised brand name Enhancing business image Ensuring consistent quality Attaining higher productivity/better motivated staff Access to good locations Economies of scale Reducing risks of failure

WHY FRANCHISE? Franchises offer important pre-opening support: site selection design and construction financing (in some cases) training grand-opening program

WHY FRANCHISE? Franchises offer ongoing support training national and regional advertising operating procedures and operational assistance supervision and management support increased spending power, access to bulk purchasing and economies of scale

Common considerations of franchisors Developing franchise concept Market research Familiarity with local laws and regulations Providing training and support to franchisees

Common considerations of franchisors Criteria for choosing franchisees Control over franchisees Supply of products/materials to franchisees Intellectual property rights issues, e.g. trade mark registration

Common considerations of franchisees Demand Profitability of franchise, and length of time required to recoup investment Track record of franchisor Support rendered to other franchisees

Common considerations of franchisees Experience and profitability of other franchisees Existence of competition Capital required Demands of franchisor, e.g. income projections, deadline to open more franchise outlets

Franchisor–Franchisee relationship Regulated by contract which usually covers: Initial fee Royalty fee/Management fee Capital required from franchisee Territory/Area of operation Duration of license and renewal IPRs Termination

BE CAREFUL The franchisee is not completely independent. In addition to the initial franchise fee, franchisee must pay ongoing royalties and advertising fees. Franchisee must be able to balance restrictions and support provided by the franchisor with their own ability to manage the business

BE CAREFUL A damaged image or franchise system can result if other franchisees perform poorly or the franchisor has financial problems. The duration of a franchise is usually limited and the franchisee may have little or no say concerning termination

Common Mistakes of Prospective Franchisees Not reading, understanding and/or asking questions about the franchisee agreement and other legal documents Not understanding the responsibilities of a franchisee and the rights and obligations of a franchisor Not seeking sound legal and financial advice Not verifying oral representations of franchisor

Common Mistakes of Prospective Franchisees Not analyzing the local market in advance Not analyzing the competition Not making thorough due diligence of the franchisor Not choosing the right location

FRANCHISEES IN SINGAPORE Generally young and well educated 62% below 40 years old 57% had post-secondary education 32% own their own outlets 46% occupy the outlets as tenants

FRANCHISING IN SINGAPORE Reason for Franchising 2/3 of franchisees felt that economies of scale in bulk purchasing encouraged them to consider franchising

FRANCHISING IN SINGAPORE Feasibility of Franchising Franchising is a more feasible option of business expansion than starting own outlets

FRANCHISING IN SINGAPORE Success of the Franchise

FRANCHISING IN SINGAPORE Success of Franchising Franchisors’ Improvement in Average Monthly Sales since Franchising

FRANCHISING IN SINGAPORE Success of Franchising Franchisors’ Improvement in Average Monthly Net Profit since Franchising

FRANCHISING IN SINGAPORE Success of Franchising Franchisors’ Improvement in Average Monthly Sales since Franchising

FRANCHISING IN SINGAPORE Franchising helps existing businesses do better. Franchisees’Response to the Statement: “Joining a Franchise has Helped Me to Do Better than Before.”

FRANCHISING IN SINGAPORE Business Performance Percentage Increase in Average Monthly Sales for Franchisees who were Previously Running a Business in the Same Trade

FRANCHISING IN SINGAPORE Business Performance Percentage Increase in Average Monthly Net Profit for Franchisees Previously Running a Business in the Same Trade

Conclusion Franchising – a great model for SMEs Proven formula for success Due diligence Central role of IPRs Avoidance of dispute

Thank You Tan Tee Jim, S.C. tanteejim@leenlee.com.sg Kuala Lumpur, July 2008