factual

What is the single performance obligation in the Gold Star franchise arrangement?

Gold_Star Franchise · 2025 FDD

Answer from 2025 FDD Document

The Company owns and franchises the Gold Star Chili and Tom + Chee restaurant concept. The franchise arrangement for both brands is documented in the form of a franchise agreement. The franchise arrangement between the Company as the Franchisor and the franchisee as the customer requires the Company to perform various activities to support the brand that do not directly transfer goods and services to the franchise, but instead represent a single performance obligation, which is the transfer of the franchise license. The intellectual property subject to the franchise license is symbolic intellectual property as it does not have significant standalone functionality, and substantially all of the utility is derived from its association with the Company's past or ongoing activities. The nature of the Company's promise in granting the franchise license is to provide the franchisee with access to the brand's symbolic intellectual property over the term of license. The services provided by the Company are highly interrelated with the franchise license and as such are considered to represent a single performance obligation.

The transaction price in a standard franchise arrangement primarily consists of (a) initial franchise fees; (b) continuing franchise fees (royalties); and (c) advertising fees. Since the Company considers the licensing of the franchising right to be a single performance obligation, no allocation of the transaction price is required. Additionally, all franchise agreements require franchisees to purchase proprietary chili from the Company.

Source: Item 23 — Receipts (FDD pages 53–163)

What This Means (2025 FDD)

According to Gold Star's 2025 Franchise Disclosure Document, the franchise arrangement between Gold Star as the franchisor and the franchisee involves various activities to support the brand. However, these activities do not directly transfer goods and services to the franchisee. Instead, they represent a single performance obligation. This single performance obligation is the transfer of the franchise license to the franchisee.

The intellectual property associated with the Gold Star franchise license is considered symbolic because it lacks significant standalone functionality. Its value is primarily derived from its connection to Gold Star's ongoing activities and brand reputation. Therefore, when Gold Star grants the franchise license, its promise is to provide the franchisee with access to the brand's symbolic intellectual property for the duration of the license term.

The services Gold Star provides are closely linked to the franchise license. As a result, they are treated as part of the single performance obligation, meaning that the initial franchise fee, ongoing royalties, and advertising fees are all tied to the transfer of this franchise license. Because Gold Star considers the licensing of the franchising right to be a single performance obligation, no allocation of the transaction price is required.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.