Financing Food Incubators 2008 Community Food Security Coalition/FoodBin Conference Carol Coren Business Association Mentor Financing is a Function Of Mission and Structure • Financial Stability relies on multi-sectoral support for a business enabling environment equipped to support food industry entrepreneurs • Financial Resources will be affected by program and service capacity, capital and the appeal of your vision for the incubator • Financial Planning must explore a variety of revenue streams that often rely on collaborations and partnerships 2 Food Incubator Mission Provide a business enabling environment for entrepreneurs involved in a far reaching, lucrative, industry with unrelenting performance and technology requirements Shoals Commercial Culinary Center, AL Photo: Business Week 2007 3 Vision and Value Propositions • Support Local Economic Growth • Create Jobs • Link local entrepreneurs to the food industry value chain • Forge partnerships with public service programs, suppliers , consumers and businesses Artisan Baking Center Kitchen Innovations, NY Photo: Business Week 2007 4 Performance Benchmarks Attract Support Northwest Ohio Cooperative Kitchen, OH Photo: Business Week, 2007 • Does it deliver a service that the marketplace has failed to provide at affordable prices and acceptable quality. • Does it play a role as an economic development driver. • Does it serve as a core component of the value chain that brings foods from farms to forks: locally, regionally, 5 nationally, internationally? How? Financing is A BALANCING ACT Establishing and maintaining a balance among these three critical components is essential to an organization's long-term health and viability. What you do and why you do it Your ability to do what you do: Direct Services, Technical Support, Equipment Maintenance, Storage, Distribution, Square Footage, etc. •What you have and how it is distributed: • Assets • Liabilities • Net Assets Incubators Are Social Enterprises Organization or venture that advances its social mission through entrepreneurial, earned income strategies and operates as a • For Profit Business • Non Profit Organization • Hybrid Organization La Cocina, CA Photo: Business Week 8 Do Traditional Business Structures Fit? Individual Partnership LLC C-Corp Co-op control Owner Partners Owners Shareholders, board & elected officers Members, board elected from membership capital owner Partners. Liability up to value of property Owners. Liability limited to investment in business Equity raised by selling shares Equity from members earnings Profits to owner Shared gain(loss) by partners, based on partnership agreement Shared by owners Gain(loss) distributed to shareholders as dividends Allocated to members based on business done w/co-op in that year taxes Taxed once as income of owner Taxed once as income of partners Taxed once either as partnership or corporation Taxed twice Taxed once: as income of co-op when earned, or income of members when allocated life Tied to owner Tied to partnership. Perpetual Continuing existence Perpetual 9 Hybrid Business Structures • MODELS o New Generation Cooperatives o Limited Private Partnerships o L3Cs o Public-Private Partnerships o Tri-Sector Partnership • BENEFITS o Community Engagement St. Paul Kitchen, MN o Flexible Profit Objectives o Financial Advantages for Stakeholders (Taxes, Subsidies, Markets) o Economies of Scale Photo: St. Paul Star Tribune 10 New Generation Cooperatives • Used primarily for value-added processing of agricultural commodities • Equity to fund start-up and growth is financed through the sale of delivery rights: If $20 million is needed for equity capital and the capacity of the facility is 5 million bushels then the price per delivery right share is $4 per share • Characteristics: 1. 2. 3. 4. delivery rights are contracted and tied to the level of investment membership is limited to those who purchase delivery rights higher levels of equity investment by individual members is required shares that provide delivery rights can be transferred and can fluctuate in value. 5. Marketing agreements outline duties of both the members and the cooperative toward each other with respect to the delivery, quality, and quantity of producers’ commodities. . 11 Limited Private Partnerships • Partnership limited to 35 partners • Scale allows avoidance of SEC Registration • Enjoy protections similar to LLCs (limited partners enjoy protection from liability) • Often have timetable for existence and dissolve or alter when that timeframe expires • Typically form to invest in real estate, oil and gas drilling, research and development, equipment leasing, and other businesses. 12 : L3C: Low-Profit Limited Liability Co. THE FOR-PROFIT WITH A NONPROFIT SOUL • Have the liability protection of a corporation, the flexibility of a partnership and the ability to be sold in pieces. • Bylaws provide mission statement indicating that the enterprise is to further a socially beneficial purpose • NOT tax-exempt but eligible for a philanthropic Program Related Investment (PRI) loan or infusion of capital • VT now permits this structure and firms can form there o L3C is the same as organizing as a LLC with a requirement that the designation be indicated when the articles of organization are filed and the name of the enterprise declares o must include the “brand mark” word L3C o www.americansforcommunitydevelopment.org 13 Public Private Partnerships • Agreement between public agency and a private sector entity, often regarding the provision of public services or infrastructure. o Example: Riverside CA Library: City owns buildings and Library Systems and Services, Inc., a Maryland firm operates the system and is responsible for all library employees, except for the county librarian, janitorial service, and landscape maintenance. o Oregon State University owns OR Food Innovation Center and leases portion of it to the Oregon Department of Agriculture for labs and testing. Wasco Specialty Kitchen, WA 14 Public Private Development Partnerships Potential to Operate As An Economic Development Service Provider Public sector entity enters into partnership with private sector agency to develop a product, to put a new technology to use or develops a service to address problem such as Overbrook Environmental Education Center (OEEC) Kitchen , PA o Need for a health product to treat a disease found only in poor and developing nations o Need to introduce a new production technology or product such as a “Gatorade” o Need to advance applications of a security technologies to monitor status of food while it is being shipped. o Need to transfer technology from a government research lab to the marketplace.15 Tri-Sector Partnerships Business entities, nonprofit organizations and government working together to organize, start and operate programs that put communities at the centre of development, and deliver real and sustainable benefits for all. This model is used throughout the world for development purposes. Jubilee Project, TN 16 Myths About Nonprofit Financing 1. Start-up success relies on grant-getting and raising contributions 2. There is a grant for every problem and a program Pacific Gateway Center, HI for every need 3. Budget transfers can serve in lieu of a line of credit and be repaid 4. Endowment funds are without strings 5. Qualified customers are lined up at the door Financing Incubators Needs Three Full Pots! Unrestricted Revenue Earned Contributed Temporary and Restricted Revenue Purpose Unrestricted Net Assets Source Nonprofit Finance Fund Timing Temporarily Restricted Net Assets Permanent Restricted Revenue Permanently Restricted Net Assets ABC Center STATEMENT OF ACTIVITIES (REVISED) Years ended June 30, 2003 ($ in Thousands) Breakdown of Revenue: Earned vs. Contributed Temp. restricted revenue has met donor-imposed restrictions OPERATING ACTIVITY Operating Revenue Unrestricted Temporarily Permanent Total Earned Investment income Program Fees & Tickets Rental Income Government earned Earned operating revenue $7 410 30 10 457 - - 7 410 - - 10 457 Contributed Individual Foundations & Corporations Government Special events, net Net Assets Released from Restrictions Contributed operating revenue 248 162 47 44 152 653 (152) (94) - 248 220 47 44 0 559 1,110 (94) - 1,016 550 39 90 490 - - - 1,169 - - 1,169 (59) 93 (152) - - (59) 597 (597) - - - - 0 445 (691) 0 (246) Total Revenue Natural classification of expenses Determine true Operating Surplus / Deficit Non-operating revenue segregated and placed “below the operating line” Operating Expenses Personnel Professional Fees Occupancy Interest Support Total Expenses Surplus/Deficit Before Depreciation Depreciation Expense Surplus/Deficit After Depreciation - 58 (152) NON-OPERATING ACTIVITIES Unrestricted non-operating revenue/expenses 0 (e.g. capital campaign receipts/releases) Net gain (loss) on sale of assets Source Nonprofit Finance Fund Change In Net Assets Statement of Activities Reveals • Revenue Dynamics: Where does the organization’s money come from? Is it well diversified or at risk? Do revenue streams appear reliable/consistent? • Cost Dynamics: What levers does the organization have in its control to manage expenses? How hard is it to tighten the belt? Is management responsive to operating changes and prepared to make difficult decisions? • Profitability & Savings: Does the organization cover its costs? How large are surpluses/deficits relative to revenue? Is the agency saving? If so, is it enough? La Cocina, Kitchen, CA 20 CASH FLOWS & INCOME STATEMENT INFLUENCES BALANCE SHEET YR 1 Financial Position Statement of Cash Flows YR 2 Financial Position Cash flows from operating Cash flows from investing Cash Cash flows from financing Cash Assets Beginning Cash Assets Ending Cash Statement of Activities Revenue Liabilities Liabilities Earned Contributed Expenses Surplus/Deficit Net Assets Personnel Professional Occupancy Interest Support Change in Net Assets Source Nonprofit Finance Fund Surplus/Deficit Net Assets Statement of Position Reveals: Health of Assets: • Is the distribution of assets appropriate, given the core business? • Is the organization investing in its fixed assets? • How “leveraged” are they? • What is the composition of net assets? • How much is unrestricted and liquid? Liquidity: • Does the agency have enough cash to cover current obligations? • How well are they managing receivables? • Are they asking others to “pay the bills?” 22 Temporarily Restricted Contributions Filling up the Money Pots Unrestricted Contributions Earned Revenue Temporarily Restricted Net Assets Permanently Restricted Endowment Net Assets Released Investment Income Unrestricted Net Assets Operating and nonoperating Expenses Source Nonprofit Finance Fund ENDOWMENT Permanently Restricted Contributions Financial Instability Solutions: Ways to Fill the Money Pots 1. 2. 3. 4. 5. 6. Run Leaner and Make Money Grow Launch an earned income venture Liquidate Assets Build an endowment If your purpose is to spin off businesses, devise a way to capitalize from your clients’ success for a Reserve Fund 24 Ways Your Incubator Might Grow Transformative • Changes the way you conduct business • Typically requires outside/one-time source of funding/ financing • May or may not represent large percentage growth Source Nonprofit Finance Fund Organic None Negative • Presumably no change in business model • May or may not change business model • Funded with surpluses, debt • The most predictable option (and least likely to fail) • Often the hardest to manage, as old cost structure becomes obsolete • No “golden rule,” but seldom greater than 10-15% sustained annual rate • Still requires planning and environmental changes affect business results • Financial implications are not as obvious as one might think • Change in business model is incremental, if at all 25 Liquidation is Easier Than It Sounds • Incubator’s commitment to property and equipment is integral to program delivery • Being a landlord of sorts is one of your businesses: perhaps you should treat it as a subsidiary. Then If something breaks, the landlord that you established for this purpose can fix it. • Reserves restricted for ongoing maintenance and replacements might cause complications if the building or equipment is gone. Former Nuestra Culinary Ventures, MA Photo: Erik Jensen for Boston Globe 26 Are Endowment Funds A Safety Net? • The return on investment involved in raising an endowment might not be as great as the return from other fundraising efforts o A sizable endowment is required to yield significant interest and dividends o $1 million principal @ 5% will yield $50,000 per year (gross) • Building and managing endowments can take energy away from mission and programs • An unrestricted INVESTMENT FUND might provide greater flexibility and not demand the management reporting and diligence that an endowment gift requires 27 Board and Staff Commitments to Financing • Review the fundamental concepts and structure of nonprofit financial statements • Understand how to analyze this information for your own organization • Present and Explain your financial information to your staff, constituents, board and potential funders • Find and implement ways to generate recurring revenue from your intellectual property investment in your clients and your communities Kitchen Incubator (Kitchen Inc.), TX 28 For Further Information • Contact Information: Lou Cooperhouse, Director Diane Holtaway, Associate Director, Business Development Carol Coren, Business Association Mentor • PH: 856-459-1900 • 450 E. Broad Street Bridgeton, NJ 08302 • foodinnovation.rutgers.edu 29