Royalty
Based Financing - Don’t Give Up Your Equity!
Royalty based financing is an
innovative way to raise capital for your business. The model for royalty based
financing is not new, and has been in use for countless decades in oil and gas
reserves and other stream of income trusts. The interesting part about royalty
based financing or “RBF” is that you can get the money you need while decreasing
the amount of equity you have to give up. In exchange for less equity, the
investor receives a regular dividend that is equal to some percentage of the
gross revenues of the business. In the article below you will learn about this
method of finance, and whether or not it is applicable to your business.
First, of course, the legal
disclaimer
Please note that the
information in this article is not to be used as consulting, accounting, or
legal advice. The following information is provided with the understanding that
this article is not a substitute for professional advice, and is merely for
informational purposes. BizPlanDB.com is not responsible for the use of any
information contained below or for the factual accuracy of any statements made
below.
The Article
As state above, royalty based
financing is a sort of hybrid that combines debt and equity into security. It
should be noted that the best candidates for RBF capital are businesses that
have very high margins and moderate overhead. As you will be required to provide
a sizable dividend, companies that have low margins cannot afford to payout
large percentages of gross revenues. Companies that offer services, technology
businesses, software firms, and specialty service companies are prime for
royalty based financing as they will be able to afford the debt portion of the
note.
RBF, in most circumstances, is
subordinated debt, which means that other loans will take precedence over this
note in the event that the business fails and assets are liquidated. The
advantage for an investor is that they can quickly recoup their initial
investment if the business does very well and receive large capital appreciation
on his or her equity participation.
In order to understand RBF, lets take a look at an example. These assumptions are unlikely, but the key to this example is to understand the flow of capital. X has a patent on a new piece of technology that will revolutionize the industry, so we will assume that the Company will sell for 20 times net earnings. Let’s also assume that Investor B financed the company will a royalty based financing note, and that he contributed $250,000 to the business.
In exchange for the investment,
the Company agrees to pay the investor 20% of equity plus 10% of all revenues
generated by the business for the first five years of operation.
First, lets see how much money
X Company made during its first five years of operations.
Company X
Extremely Consolidated
Financial Statement
|
|
|
|
|
|
|
|
|
2007 |
2008 |
2009 |
2010 |
2011 |
|
Yearly Revenues |
$200,000 |
$1,000,000 |
$5,000,000 |
$7,500,000 |
$10,000,000 |
|
Yearly Profits |
$60,000 |
$300,000 |
$1,500,000 |
$2,250,000 |
$3,000,000 |
|
P/E Multiple |
20 |
20 |
20 |
20 |
20 |
|
Business Value |
$1,200,000 |
$6,000,000 |
$30,000,000 |
$45,000,000 |
$60,000,000 |
You can see that based on the
yearly profits, the business steadily increases to have a value of $60 million
dollars by the first year of operation. Please note that the price to earnings
multiple for the Company has not changed, and is only kept constant for
simplicity sake. Actual valuations of technology companies (or any company for
that matter) are extremely complex.
So, the investor receives what?
We assumed that the investor would receive 10% of all revenues for the first
five years plus 20% of the capital appreciation.
|
Structured Finance |
|
|
|
|
|
|
% Revenue |
Payout |
Equity
Stake |
Equity Value |
Total Payout |
ROI |
|
10% |
$2,370,000 |
20% |
$12,000,000 |
$14,370,000 |
5648.00% |
The investor receives 10% of
all revenues, which totals $2.37 million dollars of payments during the five
year period. The investor also receives stock (equity) that is worth $12 million
dollars. The investor’s total return is $14.37 million dollars.
Here is another chart depicting
other potential payouts.
|
Structured
Finance |
|
|
|
|
|
|
% Revenue |
Payout |
Equity Stake |
Equity Value |
Total Payout |
ROI |
|
10% |
$2,370,000 |
20% |
$12,000,000 |
$14,370,000 |
5648.00% |
|
11% |
$2,607,000 |
18% |
$10,800,000 |
$13,407,000 |
5262.80% |
|
12% |
$2,844,000 |
16% |
$9,600,000 |
$12,444,000 |
4877.60% |
|
13% |
$3,081,000 |
14% |
$8,400,000 |
$11,481,000 |
4492.40% |
|
14% |
$3,318,000 |
12% |
$7,200,000 |
$10,518,000 |
4107.20% |
|
15% |
$3,555,000 |
10% |
$6,000,000 |
$9,555,000 |
3722.00% |
Lets recap the following
example, and then we will discuss real world scenarios of how these specialty
finance notes actually work.
The Assumptions
In the real world, RBF do not
work exactly like this. Most structured finance notes have sliding scales of
royalty payments and specific payback periods. Some notes also contain a cap on
the amount of money that an investor can make from a note. Each of these deals
is complex, and they are mainly used for very large financings that are arranged
by third party provides (like investment banks).
Also, BizPlanDB.com’s PPM
package contains very easy to use MS Excel models that you can use to develop
different scenarios, including for royalty based financing. The premium content
package also contains a venture capital directory, which contains listings for
investors that have interest in royalty based financing.
In conclusion, royalty based
financing is an excellent way to preserve your equity while still getting the
financing you need. As stated earlier, this financing is mainly available to
service or technology businesses that generate streams of high margin revenue.
There are many resources available that expand on these financing concepts.
Currently, there are a number of limited partnership type hedge funds that have
begun to explore royalty based financing as an alternative to straight equity
financing.