your Restaurant, including minimum wage and labor laws along with ADA, OSHA and EPA considerations as an Operations Manager of Five Guys Inc since 1998 Principal, your general manager, and one assistant manager At your
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your Restaurant, including minimum wage and labor laws along with ADA, OSHA and EPA considerations as an Operations Manager of Five Guys Inc since 1998 Principal, your general manager, and one assistant manager At your
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3 jan 2019 · 2019) (referring to the low wages of restaurant workers and stating “[t]hey make The Five Guys contract states that the general manager “must or any franchisee of CJR as a shift leader or higher, or otherwise directly or
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FIVE GUYS 2020 FDD
73652340.1
FRANCHISE DISCLOSURE DOCUMENT
FIVE GUYS FRANCHISOR, LLC
a Delaware limited liability company10718 Richmond Highway
Lorton, Virginia 22079
Phone: (703) 339-9500
www.fiveguys.com As a franchisee, you will own and operate a FIVE GUYS® BURGERS AND FRIES fast casualrestaurant which specializes in the sale of fresh made burgers and fries prepared in accordance with our
recipes and ingredients, and other food items that we may specify periodically. The total investment necessary to establish one FIVE GUYS® restaurant ranges from $306,200 to$641,250 ($381,200 to $716,250 for Alaska, Hawaii and Puerto Rico). This includes the $25,350 that must
be paid to franchisor or its affiliates under the franchise agreement, and the $50,000 per restaurant
($125,000 per restaurant for restaurants to be located in Alaska, Hawaii, or Puerto Rico) that must be paid
to franchisor or its affiliates under the development agreement. You must execute the DevelopmentAgreement if you will establish one or more FIVE GUYS® restaurants. Your total investment necessary as
a developer will vary based on the number of restaurants to be developed. This disclosure document summarizes certain provisions of your franchise agreement and area development agreement and other information in plain English. Read this disclosure document and allaccompanying agreements carefully. You must receive the disclosure document at least 14 calendar days
before you sign a binding agreement with, or make any payment to the franchisor or an affiliate in connection with the proposed franchise sale. Note, however, that no government agency has verified the information contained in this document. You may wish to receive your disclosure document in another format that is more convenient foryou. To discuss the availability of disclosures in different formats, contact our Franchise Administration
Department at 10718 Richmond Highway, Lorton, Virginia 22079, Attn: Legal Department, (703) 339-9500, and franchise@fiveguys.com.
The terms of your contracts will govern your franchise relationship. Do not rely on the disclosuredocument alone to understand your contract. Read all of your contracts carefully. Show your contracts and
this disclosure document to an advisor, like a lawyer or an accountant. Buying a franchise is a complex investment. The information in this disclosure document can help you make up your mind. More information on franchising, such as "A Consumer's Guide to Buying a Franchise," which can help you understand how to use this disclosure document, is available from the Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600Pennsylvania Avenue, NW, Washington, DC 20580. You can also visit the FTC's home page at
www.ftc.gov for additional information. Call your state agency or visit your public library for other sources
of information on franchising. There may also be laws on franchising in your state. Ask your state agencies about them.Issuance Date: April 30, 2020
FIVE GUYS 2020 FDD
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How to Use This Franchise Disclosure Document
Here are some questions you may be asking about buying a franchise and tips on how to find more information:QUESTION WHERE TO FIND INFORMATION
How much can I earn?Item 19 may give you information about outlet sales, costs, profits or losses. You should also try to obtain this information from others, like current and former franchisees. You can find their names and contact information in Item 20 or Exhibits D and E. How much will I need to invest?Items 5 and 6 list fees you will be paying to the franchisor or at the franchisor's direction. Item 7 lists the initial investment to open. Item 8 describes the suppliers you must use.Does the franchisor have the
financial ability to provide support to my business? Item 21 or Exhibit A includes financial statements.Review these statements carefully.
Is the franchise system stable,
growing, or shrinking? Item 20 summarizes the recent history of the number of company-owned and franchised outlets.Will my business be the only
FIVE GUYS® business in my
area? Item 12 and the "territory" provisions in the franchise agreement describe whether the franchisor and other franchisees can compete with you.Does the franchisor have a
troubled legal history? Items 3 and 4 tell you whether the franchisor or its management have been involved in material litigation or bankruptcy proceedings.What's it like to be a FIVE
GUYS® franchisee?
Item 20 or Exhibits D and E list current and former franchisees. You can contact them to ask about their experiences. What else should I know?These questions are only a few things you should look for. Review all 23 Items and all Exhibits in this disclosure document to better understand this franchise opportunity. See the table of contents.FIVE GUYS 2020 FDD
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What You Need To Know About Franchising Generally
Continuing responsibility to pay fees. You may have to pay royalties and other fees even if you are losing money. Business model can change. The franchise agreement may allow the franchisor to change its manuals and business model without your consent. These changes may require you to make additional investments in your franchise business or may harm your franchise business. Supplier restrictions. You may have to buy or lease items from the franchisor or a limited group of suppliers the franchisor designates. These items may be more expensive than similar items you could buy on your own. Operating restrictions.The franchise agreement may prohibit you from operating a similar business during the term of the franchise. There are usually other restrictions. Some examples may include controlling your location, your access to customers, what you sell, how you market, and your hours of operation. Competition from franchisor. Even if the franchise agreement grants you a territory, the franchisor may have the right to compete with you in your territory. Renewal. Your franchise agreement may not permit you to renew. Even if it does, you may have to sign a new agreement with different terms and conditions in order to continue to operate your franchise business. When your franchise ends. The franchise agreement may prohibit you from operating a similar business after your franchise ends even if you still have obligations to your landlord or other creditors.Some States Require Registration
Your state may have a franchise law, or other law, that requires franchisors to register before offering or selling franchises in the state. Registration does not mean that the state recommends the franchise or has verified the information in this document. To find out if your state has a registration requirement, or to contact your state, use the agency information in Attachment A. Your state also may have laws that require special disclosures or amendments be made to your franchise agreement. If so, you should check the State Specific Addenda. See the Table of Contents for the location of the State Specific Addenda.FIVE GUYS 2020 FDD
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Special Risks to Consider About This Franchise
Certain states require that the following risk(s) be highlighted:1.Out of State Dispute Resolution. The franchise agreement and development
agreement require you to resolve disputes with the franchisor by arbitration or litigation only in Virginia. Out of state arbitration or litigation may force you to accept a less favorable settlement. It may also cost more to arbitrate or litigate with the franchisor in Virginia than in your own state.2.Spousal Liability. Your spouse must sign a document that makes your spouse liable
for all financial obligations under the franchise agreement even though your spouse has no ownership interest in the franchise. This guarantee will place both your and your spouse's marital and personal assets, perhaps including your house, at risk if your franchise fails.3.Estimated Initial Investment. The franchisee will be required to make an
estimated initial investment ranging from $306,200 to $716,250. This amount exceeds the franchisor's parent's net worth as of December 31, 2019, which is ($441,929,000).4.Maximum Prices for Products. The franchisor may establish maximum prices for
the products sold at a franchisee's restaurant for a limited time, and this maximum price must not be exceeded by the franchisee for such products. Certain states may require other risks to be highlighted. Check the "State Specific Addenda" (if any) to see whether your state requires other risks to be highlighted.FIVE GUYS 2020 FDD
73652340.1
NOTICE REQUIRED BY THE STATE OF MICHIGAN
THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BEENFORCED AGAINST YOU:
(a) A prohibition on the right of a franchisee to join an association of franchises. (b) A requirement that a franchisee assent to a release, assignment, novation, waiver orestoppel which deprives a franchisee of rights and protections provided in this act. This shall not preclude
a franchisee, after entering into a franchise agreement, from settling any and all claims. (c) A provision that permits a franchisor to terminate a franchise prior to the expiration of itsterm except for good cause. Good cause shall include the failure of the franchisee to comply with any
lawful provision of the franchise agreement and to cure such failure after being given written notice thereof
and a reasonable opportunity, which in no event need be more than thirty (30) days, to cure such failure.
(d) A provision that permits a franchisor to refuse to renew a franchise without fairlycompensating the franchisee by repurchase or other means for the fair market value at the time of expiration
of the franchisee's inventory, supplies, equipment, fixtures and furnishings. Personalized materials which
have no value to the franchisor and inventory, supplies, equipment, fixtures and furnishings not reasonably
required in the conduct of the franchise business are not subject to compensation. This subsection applies
only if: (i) the term of the franchise is less than five (5) years, and (ii) the franchisee is prohibited by the
franchise or other agreement from continuing to conduct substantially the same business under another
trademark, service mark, trade name, logotype, advertising or other commercial symbol in the same area
subsequent to the expiration of the franchise or the franchisee does not receive at least six (6) months'
advance notice of franchisor's intent not to renew the franchise. (e) A provision that permits the franchisor to refuse to renew a franchise on terms generallyavailable to other franchisees of the same class or type under similar circumstances. This section does not
require a renewal provision. (f) A provision requiring that arbitration or litigation be conducted outside this state. Thisshall not preclude the franchisee from entering into an agreement, at the time of arbitration, to conduct
arbitration at a location outside this state. (g) A provision which permits a franchisor to refuse to permit a transfer of ownership of afranchise, except for good cause. This subdivision does not prevent a franchisor from exercising a right of
first refusal to purchase the franchise. Good cause shall include, but is not limited to: (i) Failure of the proposed transferee to meet the franchisor's then-current reasonable qualifications or standards. (ii) The fact that the proposed transferee is a competitor of the franchisor or subfranchisor. (iii) The unwillingness of the proposed transferee to agree in writing to comply with all lawful obligations.FIVE GUYS 2020 FDD
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(iv) The failure of the franchisee or proposed transferee to pay any sums owing to thefranchisor or to cure any default in the franchise agreement existing at the time of the proposed transfer.
(h) A provision that requires the franchisee to resell to the franchisor items that are notuniquely identified with the franchisor. This subdivision does not prohibit a provision that grants to a
franchisor a right of first refusal to purchase the assets of a franchise on the same terms and conditions as a
bona fide third party willing and able to purchase those assets, nor does this subdivision prohibit a provision
that grants the franchisor the right to acquire the assets of a franchise for the market or appraised value of
such assets if the franchisee has breached the lawful provisions of the franchise agreement and has failed
to cure the breach in the manner provided in subdivision (c). (i) A provision which permits the franchisor to directly or indirectly convey, assign orotherwise transfer its obligations to fulfill contractual obligations to the franchisee unless provision has
been made for providing the required contractual services. THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION ORENDORSEMENT BY THE ATTORNEY GENERAL.
If the franchisor's most recent financial statements are unaudited and show a net worth of less than $100,000, franchisee has the right to request an escrow arrangement. Any questions regarding this notice should be directed to:Consumer Protection Division
525 W. Ottawa Street, 1st Floor
Lansing, Michigan 48933
(517) 373-7117FIVE GUYS 2020 FDD
73652340.1
TABLE OF CONTENTS
Page ITEM 1 FRANCHISOR, AND ANY PARENTS, PREDECESSORS AND AFFILIATES .................. 1ITEM 2 BUSINESS EXPERIENCE ....................................................................................................... 5
ITEM 3 LITIGATION ............................................................................................................................ 6
ITEM 4 BANKRUPTCY ........................................................................................................................ 7
ITEM 5 INITIAL FEES .......................................................................................................................... 7
ITEM 6 OTHER FEES ........................................................................................................................... 8
ITEM 7 ESTIMATED INITIAL INVESTMENT ................................................................................ 12
ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES .................................. 15ITEM 9 FRANCHISEE'S OBLIGATIONS ......................................................................................... 19
ITEM 10 FINANCING ........................................................................................................................... 21
ITEM 11 FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS ANDTRAINING .............................................................................................................................. 21
ITEM 12 TERRITORY .......................................................................................................................... 31
ITEM 13 TRADEMARKS ..................................................................................................................... 34
ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION ................................. 35 ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THEFRANCHISE BUSINESS ....................................................................................................... 36
ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL .......................................... 38
ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION .................... 39ITEM 18 PUBLIC FIGURES ................................................................................................................. 45
ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS ....................................................... 45
ITEM 20 OUTLETS AND FRANCHISEE INFORMATION ............................................................... 46
ITEM 21 FINANCIAL STATEMENTS ................................................................................................ 55
ITEM 22 CONTRACTS ......................................................................................................................... 56
ITEM 23 RECEIPTS .............................................................................................................................. 56