Getting a small-business loan was fairly easy because the boat served as the  primary collateral. My partner and I put up some cash and he added a small bit  of real estate to round out the collateral needs. The total investment was  $80,000.

When it comes to restaurant financing, investments of $100,000 or less are  typically financed in much the same manner. The owner/operator will usually  contribute a portion of the capital and then seek the remainder of the financing  needs through their bank, oftentimes seeking the endorsement of the Small  Business Administration. That said, one of the most oft-repeated complaints I  hear from would-be operators is they were turned down for their loan because  they didn’t have enough collateral.

In fact, one of the greatest misconceptions of first-time restaurateurs is that  they think that experience and a good business plan will be sufficient to get a  bank loan. They wrongly assume that the restaurant, once completed, will serve  as the primary collateral for the loan. They can’t believe it when the loan  officer tells them that they have a good business plan, the restaurant concept  looks like a “slam dunk,” and the numbers are believable; BUT, the only way they  can give them a loan is if the borrower can put up more collateral.

One operator put it like this: “Banks are not in the risk-taking business! I  thought that being in the business for years as a manager, and the ability to  show a proven positive cash flow would be enough. It was not. The banks were  most interested in what would happen if I walked away. What are the real assets  that they could get their hands on to protect their investment.”

For some, this means they have to get a second mortgage, dip further into their  savings, or get a loan against their retirement account. For others, they might  seek a relative’s help either as a guarantor, investor or lender.

This practice is evidenced by the results of two surveys we conducted among  members of RestaurantOwner.com. Respondents who spent $100,000 or less cited similar financing  sources, including savings accounts, home equity loans, borrowing from relatives  and “maxing out” their credit cards.

start quote. . . In fact, one of the greatest misconceptions of first-time restaurateurs is that they think that experience and a good business plan will be sufficient to get a bank loan.end quote
— Joe Erickson

 

 

But what if your restaurant idea will cost $200,000, $500,000, or even $1  million? The fact is, out of more than 400 survey respondents, the average spent  to open their restaurant was around $450,000, and the median spent between the  two surveys was $200,000 to $225,000. The huge gap between the median (this  means that half the respondents spent below this amount and half spent above  this amount) and the average can be attributed to several respondents spending  way more than $450,000 to finance their restaurant.

Seeking Investment Capital

If you have a concept that will cost hundreds of thousands of dollars to open,  then chances are the financing methods mentioned earlier just aren’t realistic  options for raising that kind of capital.

So, if you don’t have enough money, and you don’t have the assets required to  get a loan, the logical solution is to find an investment partner who does. Our  survey results showed that once restaurant financing surpasses $300,000, there  was a substantial increase in the number of respondents reporting that investors  were a key part of the funding process.

So how does one go about finding investors? What will they want in return? How  much do you have to give up to a prospective investor? These are questions I  hear over and over again. But these questions are hard to answer with a  one-fits-all response. The fact is investment relationships vary from one deal  to the next. What works in one scenario doesn’t necessarily work in another.

Repeat After Me: Investors Aren’t Lenders

To gain a better understanding for how to find an investor let’s first define an  investor, particularly a restaurant investor. You need to understand that, with  few exceptions, investors aren’t lenders. They are owners. That’s right;  regardless of your legal structure the reality is that an investor is your  partner, not a lender. Banks are lenders, not your partner. Once you pay back a  bank loan, they’re gone; they don’t get any more of your cash flow.

Consider also that investors want a better return on their money than a bank  might demand. The banks get a relatively low return in the form of interest. The  reason it’s lower is because they have collateral, which reduces their risk  exposure. On the other hand, a would-be investor has only the assets of the  business for security. In an industry that experiences a 60 percent failure rate  within the first three years, restaurant investment is a risky proposition.  Therefore, from an investment viewpoint the return needs to justify the risk.

For a restaurant deal to be attractive, the typical investor wants to see at  least 20 percent annual return on their investment (ROI). However, that may not  be enough to offset the inherent risk. You’re much more likely to get a better  response if you can offer 25 percent to 30 percent annual ROI.

Take note; at this point we’re not talking about ownership percentage (equity).  We’re simply expressing ROI. It really doesn’t matter if the investor is a 5  percent, 50 percent or even 90 percent equity owner; they’ll probably be more  concerned with their prospective ROI. We’ll discuss this in more depth later in  the article.

It’s Not Just About the Money

Don’t discount the allure of restaurant ownership. Keep in mind that just about  anyone you meet has frequented numerous restaurants. In 2005 the average  household spent $2,634 on food away from home. That number jumps to $4,544 when  household income exceeded $70,000. It’s probably safe to assume that your  average restaurant investor makes much more than $70,000 per year and therefore  probably spends more in restaurants than those making less. The point I’m making  is this: They have been in hundreds of different restaurants and have no doubt  developed an impression of whether a restaurant is profitable. Many have  probably uttered comments like, “These guys are raking it in” or “this place is  a gold mine.”

The fact is this: Most anyone would relish the opportunity to own a piece of a  successful restaurant. Add the prestige factor to a good ROI and you’ve got a  recipe that might be attractive for investors.

Finding Potential Investors

I don’t want to rain on your parade, but I think it only fair to tell you that  finding someone to invest in your restaurant will be a challenge. You may have  heard or read about investment group terms such as venture capitalists, private  equity firms, or angel investor organizations. In fact, conduct an Internet  search on these terms and you’ll find plenty of wealthy investment groups  looking for “home run” ideas to invest in. If you’re an established restaurant  with franchise or growth opportunity, then pursuing these types of investment  firms could yield dividends. However, for startup restaurants, chasing these  professional investment groups is futile.

You need to look locally for partners. Many entrepreneurs turn to family and  friends for capital needs, but I recommend that you give this route some serious  thought beforehand. While your restaurant idea may be your greatest passion,  it’s also risky by nature. Do you really want to risk their money and your  relationship for this venture? When things go badly, and in this business things  go badly more than 60 percent of the time, sometimes family is all you have to  fall back on.

Consider instead, cultivating your existing business and social relationships.  Run your idea by those in your network of acquaintances. Who knows, there may be  an angel investor in your midst. The Angel Capital Education Foundation defines  an angel investor as a high net-worth individual who invests his or her own  money in start-up companies in exchange for an equity share of the business.  Many are former entrepreneurs themselves and make investments to gain a return  on their money, or to participate in the entrepreneurial process, or simply to  “give back” to their communities by catalyzing economic growth.

Mike Owens, one of the founders of  Brick Oven Courtyard Grille in Topeka,  Kansas, found investment partners within the local community, several of which  traded a portion of their services toward building the restaurant for equity in  his restaurant. His attorney, general contractor, and real estate broker became  investors as well as regular guests. He found that by garnering local support  through investor relationships there is now a team of community leaders  promoting the restaurant.

If you plan on finding multiple investors, keep in mind that the Securities and  Exchange Commission (SEC) and your state’s commerce regulatory entity have  strict rules when it comes to soliciting investment capital. Even though this is  a private rather than a public offering, you’re well-advised to seek the counsel  of an attorney who specializes in forming legal entities that have multiple  investors and who can advise you on the formulation of a prospectus if warranted.

The SEC regulations prohibit you from using any form of public solicitation or  general advertising in connection with your search for investment capital. This  means you can’t throw a party, entice prospective investors to attend, and then  solicit their investment with a Power Point presentation. (See “No Harm in  Asking? Think Again!” below).

Before you start chasing prospective investment partners you better have a solid  business plan in hand. A sophisticated investor should be able to evaluate the  merits and risks of the proposed restaurant venture. The first thing they’re  going to evaluate is you. The quality of your business plan will be a direct  expression of your capabilities as an operator. (For more information, see  “Mapping Your New Restaurant’s Journey,“)

A good business plan should reflect your qualifications, experience and track  record, and that of your proposed management team if already selected. It needs  to do a good job of detailing the restaurant concept and provide a convincing argument of how that restaurant  concept can be successful in the intended market.

The business plan should include solid, realistic financial projections,  including detailed startup costs, sales projections, profit-and-loss, and the  expected ROI for the venture. You will be asked to validate your numbers so be  prepared to defend them with authority and financial understanding.

If you are searching for an investment partner who can also bring their business  expertise as well as their money, then having a work-in-progress business plan  may be acceptable. You may be an expert at running a restaurant — you should be  very confident with financial projections as well — however, you may lack  general business experience, such as structuring your legal entity, dealing with  landlords, or getting bank financing. An experienced business partner can help  fill these gaps and is more likely to have faith in the capabilities you do have  if you’re upfront about your shortcomings. They can help round out your business  plan as the development progresses.

Be forewarned: If you plan on having multiple investors, then having an  incomplete business plan is a sure way to scare them off.

Structuring the Deal

As I referred to earlier, the key considerations for investment will center on  ROI and equity positions. I have heard this question over and over: “How much  ownership should I give to an investor?

The short answer is, “every deal is different.” Typically, equity positions are  influenced based on several factors, such as the number of owners (investors),  capital contribution, liability and participation, to name a few.

First, let’s view a single-investor scenario. If you think you’re going to find  an investor who will put up 100 percent of the capital, share full liability,  and then ask them to take a 50 percent or less equity position, then you may be  searching a long time.

To enhance your equity position you need to put up some capital as well.

However, the ratio-of-equity ownership percentages do not have to equal the  capital contribution. You can still put together a deal that ensures you have a  greater equity interest by following this simple rule: The investor gets their  money back first.

For example, let’s assume your venture will cost $500,000 to fund and you plan  to invest $50,000 of your own money. You then seek an investment partner who  will contribute $250,000 in cash and co-sign for bank financing for the  remaining $200,000. To enhance your 50 percent equity position, you maintain a  modest salary for running the restaurant, but you designate cash distributions  to be commensurate with the ratio of capital contributions. In  this case, the investor would get 83 percent ($250,000 ÷ $300,000) of the cash  distributions as compared with 17 percent ($50,000 ÷ $300,000) for you until the  original capital investment is paid back. This is simply an example; actual  percentages will be determined through negotiation.

When Owens put together Brick Oven’s investor package, he wanted to create, in  his words, a “win-win” for all involved. He and his operating partners formed an  LLC (limited liability company) that served as the “general partner” for the  venture. He structured the deal so that the restaurant entity was separate from  the real estate entity, creating an environment wherein the restaurant paid rent  for the real estate. He divided the capitalization into 40 shares. Investors, as  well as the general partner received an equity position in both that equals the  number of shares purchased. Cash distributions are structured to be equivalent  with the equity position. On top of that, the general partner receives a  management fee for operating the restaurant.

As I stated earlier, ownership percentage doesn’t have to be equivalent with  investment percentage. I was involved in a partnership in the early ’80s (before LLCs existed) wherein we wanted to garner community support, much like Brick  Oven did, by searching out investors that resided in the community.

In this deal, we formed a limited partnership, establishing ourselves as general  partner with a 51 percent equity interest in the form of a sub-chapter S corporation for purposes of limiting our liability. My partners within  the general partnership owned the land and leased the space to our restaurant.  We needed to raise $210,000 for the restaurant deal so we divided the capital  contributions into 35 shares of $6,000 each with the general partner committed  to a minimum of one share. In the partnership agreement, we stipulated that cash  distributions would be allocated according to the percentage of shares owned  until such time that the original investment for each share was repaid, at which  time the cash distributions would revert to the percentage of equity owned,  which was 51 percent to the general partner and 49 percent to the limited  partners.

A Good Deal is When It’s Good for Everyone

Successful investment partnerships don’t happen by chance. They require planning  and commitment. Involving a qualified attorney during the planning stage is a  must. A good attorney can protect you against unforeseen pitfalls by addressing  issues within the partnership or operating agreement such as what happens if  additional cash contributions are needed or if one of the investors wants out or  is in default of the agreement.

A lawyer friend of mine once told me, “The best way to plan for a good  partnership is to plan for when it goes bad.” Hopefully you’ll find investors  who are as enthusiastic about your restaurant venture as you are, and that it  ends up being a good deal for all involved. Perhaps you should adopt the  philosophy that Mike Owens and his Brick Oven partners had, to create a  “win-win” situation for all involved…Call Marty Bombenger   (305) 310-1982

SOUTHERN RESTAURANT CONSULTING  KEY WEST, FLORIDA