Like
Items 5 and 6, Item 7 addresses a potential franchisee’s financial
considerations when entering into a particular franchise. In fact, the figures
from Item 5 are incorporated into Item 7’s totals (Item 6’s figures are
separate). Keeping in mind that there is some overlap between Items 5, 6, and
7, Item 7’s purpose is not to indicate the magic number where the franchise
will begin to turn a profit, but instead to give the franchisee the information
necessary to determine if she has sufficient capital to survive the initial
phase of a franchise. This initial phase typically lasts for three-months,
however, the franchisor may use a different period(generally when a different
period is customary in the franchisor’s industry). Finally, it is important to
remember that Item 7 contains only estimated values, may include high and low
ranges, and in some instances no concrete numbers at all (e.g., real property
costs may be disclosed through a general description of the requirements for the
property). Thus, it is important to clearly understand which costs are and are
not included in Item 7.
Item
7 includes the franchisor’s estimated amounts
for the initial franchise fee; training
expenses; real property requirements; equipment, fixtures, construction, and
decorating costs; initial inventory costs; security deposits; business
licenses; other prepaid expenses(Item 5) and finally “additional funds”
required before and during the initial phase of the franchise business. Some of
these costs are clear and do not require any estimation, e.g., franchise fees,
however, others like the costs associated with real property requirements can
be a little misleading because the difference between high and low costs may
vary significantly.
However,
as implied by Item 7’s title, estimated initial investment, this Item is not intended
to disclose all fees. Specifically it likely will not include costs that extend
beyond or begin after this initial period. Additionally, there are certain
exceptions such as, the franchisee’s salary, which do not necessarily need to
be disclosed in Item 7. Some examples of other costs that are likely to be
omitted from Item 7’s disclosures include interest and financing costs. However,
the fact that Item 7 does not disclose all costs does not mean that the
franchisee cannot find additional information. A potential franchisee may get a
more complete understanding of the initial and ongoing costs by contacting
current and former franchisees. Current and former franchisees understand well
the total costs to open and operate the franchise business.
Franchisors
and franchisees should remember a few key takeaways with respect to Item 7.
Franchisees should first remember that Item 7 does not disclose all the expenses
required to open a franchise. Second, the disclosures in Item 7 are only
estimates. Third, the costs disclosed in Item 7 cover only
the initial phase of the franchise. Thus, before signing a franchise agreement
and undergoing the significant expense of leasing, remodeling etc. of a
franchise location, it is wise to get additional information regarding all the
expenses during the initial term of the franchise, and to have capital reserves
greater than the minimum ranges listed in Item 7.
Franchisors,
when making your estimates it is important to balance at least two factors:
sticker shock and franchisee success. Sufficiently accurate estimates
simultaneously promote an appealing offering and the long-term growth and
lasting success of your franchise system. Accurate high and low ranges can both
appeal to potential investors in varied financial situations, and increase the
likelihood that your new franchisees will be able to survive the initial phase
of the franchise business. Accordingly, if your costs are inaccurately estimated,
and you accept a franchisee with insufficient capital to last through the
initial phase, you may be left with only a closed location (that reflects
poorly on your brand and will need to be disclosed in future FDDs), and an
unhappy potentially litigious former franchisee. In short, Franchisors should
always remember that their success is closely tied to the success of their
franchisees, and their primary goal should be to promote their franchisees
success.