Key Takeaways
- Retention rates above 95% signal a healthy system; below 85% is a significant red flag worth deep investigation
- A closure-to-opening ratio above 0.5 means the franchise is losing more than half of what it builds — a major warning sign
- Contact 15-20 current franchisees and 5-10 former franchisees selected randomly from Item 20, not from the franchisor's reference list
- Former franchisees are often more candid because they have no ongoing relationship with the franchisor to protect
- High transfer rates can signal either healthy resale markets or mass exits — call transferring franchisees to understand which
- If recently opened units are already closing, that new-unit failure pattern is the most damaging signal in franchise data
Why Item 20 Is the Most Valuable Part of the FDD
Most prospective franchise buyers focus on Item 7 (costs) and Item 19 (earnings). Those are important, but Item 20 is arguably the single most actionable section of the entire Franchise Disclosure Document — and it’s the one most buyers skim over.
Item 20 contains two critical things:
- A statistical table showing unit openings, closures, terminations, transfers, and total operating units for the past three fiscal years
- A complete contact list of every current and former franchisee in the system
The statistical table tells you whether the franchise system is healthy and growing. The contact list gives you the phone numbers to verify everything the franchisor has told you. Together, they form the backbone of your due diligence.
Understanding the Item 20 Tables
Item 20 typically includes five tables covering a three-year period. Here’s what each one reveals:
Table 1: Systemwide Outlet Summary
This table shows the total number of franchised and company-owned outlets at the start and end of each fiscal year, along with the net change.
| Year | Start of Year | End of Year | Net Change |
|---|---|---|---|
| 2023 | 750 | 810 | +60 |
| 2024 | 810 | 849 | +39 |
| 2025 | 849 | 920 | +71 |
What to look for: Consistent year-over-year growth is the strongest positive signal. Flat or declining total counts warrant investigation.
Table 2: Transfers
This table shows how many franchise units changed ownership during each year — meaning one franchisee sold to another.
Why it matters: A high transfer rate can mean:
- Franchisees are cashing out at a profit (positive)
- Franchisees are exiting because they’re unhappy (negative)
- The brand has an active resale market (generally positive)
The transfer number alone doesn’t tell you which scenario applies. You need to call transferring franchisees to understand their reasons.
Table 3: Status of Franchised Outlets
This is the most important table in Item 20. It breaks down exactly what happened to franchise units during each fiscal year:
| Category | What It Means | What It Signals |
|---|---|---|
| Outlets at Start of Year | Units operating on January 1 | Baseline |
| Outlets Opened | Brand new units that opened | Growth and demand |
| Terminations | Franchisor ended the agreement | Possible conflict or non-compliance |
| Non-Renewals | Franchisee chose not to renew | Potential dissatisfaction |
| Reacquired by Franchisor | Corporate bought back the unit | Could signal strategic shift or struggling unit |
| Ceased Operations (Other) | Closed for any other reason | Catch-all for failures |
| Outlets at End of Year | Units operating on December 31 | Current health |
Real-World Example: What Healthy Growth Looks Like
Here’s what the numbers look like for a franchise system with strong fundamentals — based on patterns we see in our database of 1,609 FDDs:
Healthy system:
- 318 units opened, 5 closed = 98.4% retention
- Closures represent less than 1% of the total system
- Steady or accelerating openings over three years
- Few or no terminations (franchisor isn’t forcing people out)
Concerning system:
- 14 units opened, 101 closed = significant net decline
- Closures represent nearly 10% of the total system
- Declining openings over three years
- Multiple terminations and non-renewals
Using Our Database to Check Growth
Our analysis of 1,609 franchise systems reveals wide variation in unit health:
| Growth Pattern | Example | Opened | Closed | Net |
|---|---|---|---|---|
| Strong growth | Jersey Mike’s | 318 | 5 | +313 |
| Moderate growth | Scooter’s Coffee | 99 | 20 | +79 |
| High churn | Coverall | 526 | 446 | +80 |
| Net decline | Applebee’s | 0 | 82 | -82 |
| Severe decline | Chem-Dry | 14 | 101 | -87 |
The Contact List: Your Most Powerful Due Diligence Tool
The second half of Item 20 provides contact information for:
- Every current franchisee — Name, business address, and phone number for every operating unit in the system
- Former franchisees — Contact information for franchisees who left the system (through termination, non-renewal, or voluntary exit) during the most recent fiscal year
How to Use the Current Franchisee List
You should contact a minimum of 15-20 current franchisees before making your decision — this is the franchise validation process in action. When selecting who to call:
- Pick randomly — Don’t rely on the franchisor’s recommended “validation” list. Pick names directly from Item 20.
- Diversify by geography — Call franchisees in different states and markets to control for local economic conditions.
- Diversify by tenure — Talk to both new franchisees (1-2 years) and veterans (5+ years).
- Call your proposed territory neighbors — If you know your target territory, call franchisees in adjacent territories.
How to Use the Former Franchisee List
Former franchisees are often more candid than current ones because they have no ongoing relationship with the franchisor to protect. They can tell you:
- Why they left the system
- Whether the financial projections were accurate
- How the franchisor handled disputes or difficulties
- Whether they would invest in the franchise again
Pro tip: If the Item 20 former franchisee list is unusually long relative to the system size, that’s a red flag worth investigating.
Calculating Key Metrics from Item 20
You can derive several important metrics from Item 20 data:
Franchisee Retention Rate
Formula: (Units at End of Year - Units Opened) / Units at Start of Year x 100
A retention rate above 95% is strong. Below 90% warrants concern. Below 85% is a significant red flag.
Annual Growth Rate
Formula: (Units at End of Year - Units at Start of Year) / Units at Start of Year x 100
Compare this to the industry average and the franchise’s own historical trend. Accelerating growth is more promising than decelerating growth, even if the absolute numbers are similar.
Turnover Rate
Formula: (Terminations + Non-Renewals + Reacquisitions + Ceased Operations) / Units at Start of Year x 100
This captures all the ways franchisees leave the system. A turnover rate above 10% per year means the franchise is losing one in ten operators annually — a rate that should prompt serious questions.
Closure-to-Opening Ratio
Formula: Total Closures / Total Openings
- Below 0.1 (less than 10%) = Excellent. Very few closures relative to openings
- 0.1 to 0.3 (10-30%) = Normal. Some churn is expected in any system
- 0.3 to 0.5 (30-50%) = Concerning. Significant churn that warrants investigation
- Above 0.5 (over 50%) = Red flag. More than half of what’s built is being lost
Red Flags in Item 20
Here are the warning signs to watch for when reviewing Item 20:
1. Declining Total Units Over Three Years
If the system had 500 units three years ago and now has 420, the franchise is shrinking. That doesn’t necessarily mean it’s a bad business, but you need to understand why.
2. High Termination Counts
Terminations mean the franchisor ended the franchise agreement — often for non-compliance, failure to pay royalties, or breach of contract. A few terminations are normal. A pattern of double-digit terminations suggests the franchisor is either poorly selecting franchisees or has an adversarial relationship with its network.
3. Large Gap Between Openings and Operating Units
If a franchise reports opening 50 units per year for three years (150 total) but only has 120 operating units, that means 30 units from recent openings have already failed. New unit failure is the most damaging signal in franchise data.
4. Missing or Incomplete Contact Information
The FTC requires complete contact information in Item 20. If phone numbers are missing, addresses are incomplete, or the list seems suspiciously short, the franchisor may not be in full compliance — a red flag on its own.
5. The “Do Not Contact” Clause
Some franchisors include language in their agreements restricting franchisees from speaking negatively about the brand. While they can’t legally prevent you from contacting franchisees listed in Item 20, any sign of communication suppression should raise concerns.
Item 20 in Practice: A Step-by-Step Approach
Here’s how to systematically analyze Item 20 for any franchise you’re evaluating:
Step 1: Calculate the three-year net unit trend (growing, flat, or shrinking?)
Step 2: Calculate the retention rate and turnover rate for each year
Step 3: Look for acceleration or deceleration in openings
Step 4: Count terminations and non-renewals as a percentage of total units
Step 5: Build a call list of 20-30 franchisees from the contact list (mix of current and former)
Step 6: During your calls, ask franchisees if the Item 20 numbers align with their on-the-ground experience
Step 7: Compare the franchise’s growth metrics against industry benchmarks and competitors
Item 20 isn’t glamorous. It doesn’t have the financial allure of Item 19 or the sticker shock of Item 7. But it’s the most honest section of the FDD because it’s based on verifiable, auditable facts — and it gives you the tools (the contact list) to verify everything else.
Ready to put Item 20 data to work? Browse our franchise library to see unit counts and growth data for 1,500+ franchise systems, or use the comparison tool to benchmark multiple brands side by side.
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