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We
do not furnish or authorize
our salespersons to furnish
any oral or written information
concerning the actual
or potential sales, costs,
income or profits of a
Relax The Back Franchise
(although we do provide
certain historical financial
information in Exhibit
J, our Earnings Claim
Exhibit, as described
below). Actual results
vary from unit to unit
and we cannot estimate
the results of any particular
franchise.
We
make no representations,
express or implied, regarding
potential earnings of
your business. We have
not suggested, guaranteed
or warranted that you
will succeed in the operation
of a Franchise or provided
any sales or income projections
of any kind to you. We
are unable to reliably
predict the results of
operation of units owned
by us, and we certainly
cannot reliably predict
what results you might
achieve. How well you
might do depends almost
entirely on factors outside
our control, including
your general business
ability, your resources,
how closely you follow
our system, your location,
competition, and how good
a businessperson you are.
The business realities
are that no one, including
us, can make a reliable
estimate of what sort
of results you may achieve.
We cannot guarantee your
success and we do not
authorize any sales, cost
or income projections,
estimates or otherwise
of any kind to you, nor
should you rely on any
projections or estimates
of any type from anyone.
Attached
as Exhibit J to this Offering
Circular is a Relax The
Back Earnings Claim based
on historical results,
which is our only authorized
"earnings claim"
or other statement regarding
financial results relating
to our Franchises. Exhibit
J should be read in its
entirety, including the
discussion of factual
basis and material assumptions
and all disclaimers, since
all of it is important
to your decision. Not
that Exhibit J has not
been audited or prepared
in accordance with generally
accepted accounting standards,
does not meet professional
or other standards for
financial statements and
is not a reliable basis
on which to predict potential
gross sales, costs, profit
or any other financial
condition for any franchise
Store you might operate.
Before
signing any binding documents
or making any investment,
you should make your own
independent investigation
regarding the possible
purchase of a Relax The
Back Franchise.
Additional
language required by the
State of California is
contained in the California
Addendum in Exhibit H
of this offering Circular.
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EXHIBIT
J TO THE
RELAX THE BACK CORPORATION
OFFERING CIRCULAR
EARNINGS CLAIM
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INFORMATION
FOR PROSPECTIVE FRANCHISEES
ABOUT FRANCHISE SALES
REQUIRED BY THE FEDERAL
TRADE COMMISSION |
To
protect you, we have required
the franchisor to give
you this information.
We haven't checked
it and don't know if it's
correct. Study these
facts and figures carefully.
If possible, show them
to someone who can advise
you, like a lawyer or
an accountant. Then take
your time and think it
over.
If
you find anything you
think may be wrong or
anything important that's
been left out, let us
know about it. It may
be against the law.
There
may also be laws about
franchising in your State.
Ask your State agencies
about them.
FEDERAL TRADE COMMISSION
Washington, D.C.
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Franchisor:
Date of Issuance:
As shown in Exhibit
E |
Relax
The Back Corporation
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TABLE
OF CONTENTS
Exhibit
"J" - Relax The
Back Corp. - Historical
Sales Information of U.S.
Franchised Stores - UNAUDITED |
EXHIBIT
J |
Item
19 Earnings Claims
Historical Sales Information
of U.S. Franchised Stores
UNAUDITED |
CAUTION |
Some
Franchised Stores have sold
and/or earned the amounts
reported in this document.
There is no assurance that
you will do as well. If
you rely upon our figures,
you must accept the risk
of not doing as well. A
new franchisee's results
are likely to differ from
the results set forth in
this document and in the
accompanying charts.
We
are providing you with the
following information to
assist you in conducting
your own investigation for
the purchase of a Relax
The Back franchise. This
document should be read
in its entirety, including
the discussion of factual
basis and material assumptions,
charts and footnotes, since
all of it is important to
your decision.
Please
note that the information
presented in this document
is not a reliable basis
for estimating or projecting
actual, probable or possible
financial results for any
Store to be operated by
you. We specifically disclaim
any representation that
the results reported will,
are likely to or can be
achieved by any franchised
Store at any time in the
future. Nothing in this
document or the Offering
Circular is a representation,
warranty or promise that
you will or may achieve
the results reported. Actual
results vary from Store
to Store, and we are not
able to predict in any way
the revenues, expenses,
related percentages, cash
flows or other results for
a franchised location. Perhaps
most importantly, remember
that past performance for
any business is no guarantee
of future results.
We
hope that this information
will be helpful to you in
preparing your own business
and future cash flow estimates;
however, we want to remind
you that it is your sole
responsibility to do your
own research before purchasing
a Relax The Back franchise.
Performance results vary
significantly among geographic
areas and many of the items
to be considered are largely
within your control, such
as rent, marketing and advertising
expenses, product pricing,
discounting and promotional
practices, owner compensation,
employee compensation (including
worker's compensation insurance
and other payroll related
costs), fringe benefits,
financing cost, etc. You
should also keep in mind
that the performance of
franchisees will vary dramatically
among markets for a variety
of reasons, including, for
example, differences in
operating expenses (such
as rental costs, labor costs,
building code and health
and safety requirements,
personal and tax expenses,
insurance costs, etc.),
location, access, traffic
flow, local market conditions,
proximity of competition,
consumer preferences and
trends and various other
demographics, and the economic
and business environment
in a particular market.
Therefore, we are providing
you the selected information
set forth below with the
understanding that you will
do your own research to
develop data with which
to perform your analysis.
It is Iikely that a Store
operated by you will differ
from many of the Stores'
results reported here in
significant regards, including
location, weather, visibility,
customer demographics and
traffic, local laws and
requirements, labor costs,
competition, occupancy costs
and other factors. You cannot
assume that this information
is necessarily directly
relevant to your market
or any location from which
you intend to operate a
Relax The Back franchise.
You should independently
verify whether the relevant
factors and conditions in
your intended area of operation
are comparable to those
in the areas of the reporting
Stores. You also should
research the prices charged
by competitors in your prospective
market to determine the
degree of price competition
you will face.
We
strongly recommend that
all revenues, costs, cash
flows and other financial
factors associated with
the establishment and /or
operation of a Relax The
Back Store be separately
analyzed along with your
budget and business plan
by you and your own independent
accountant and/or advisor
experienced in our industry.
You should also bear in
mind that the information
reported in this document
is based principally upon
the sales results of mature
Stores. This fact is likely
to impact the data in a
variety of material ways,
since a new Store is unlikely
to have sales comparable
to a mature Store.
The
information in this document
incorporates the attached
charts of historical results
and footnotes:
CHART
1: 2005 Annual Adjusted
Gross Sales for U.S. Franchised
Stores (Unaudited and Qualified
as Noted)
CHART 2: Monthly Adjusted
Gross Sales for Franchised
Stores Open Less than 12
Months as of December 31,
2005 (Unaudited and Qualified
as Noted)
The
earnings claims figures
referenced in this Exhibit
do not reflect any of the
costs of sales, operating
expenses or other costs
or expenses that must be
deducted from the gross
revenue or gross sales figures
to obtain your net income
or profit. You should conduct
an independent investigation
of the costs and expenses
you will incur in operating
your Relax The Back Store.
Franchisees or former franchisees,
listed in Exhibits C and
D of the Offering Circular,
may be one source of this
information.
We
used information reported
to us by third parties to
prepare this document. The
figures reported are derived
from monthly sales reports
submitted by franchisees
and are the basis upon which
their royalty obligations
are calculated. We assume
the information as supplied
by them and their respective
Store managers to be accurate.
The information presented
is not an income statement,
statement of operations,
statement of cash flow or
any other financial statement,
nor is the information presented
in accordance with generally
accepted accounting principles.
Substantiation
of the data used in preparing
the results stated in this
document will be available
to you on reasonable request.
We may require that you
sign a confidentiality agreement
prior to reviewing the data.
This
document is our only authorized
"earnings claim"
or other statement regarding
financial results relating
to Relax The Back Stores.
Any other financial information
about Relax The Back Stores
is not authorized and should
not be relied upon in any
way. We do not authorize
our salespersons (or anyone
else) to, and have specifically
instructed our salespersons,
agents, employees, officers
and other personnel not
to, furnish any other or
supplemental oral or written
information concerning actual
or potential sales, costs,
income or profits, or other
financial matters regarding
Relax The Back Stores or
comparable units.
If
you believe that any promises,
representations or agreements
are or have been made to
you that are not expressly
stated in the Franchise
Agreement, the Offering
Circular or this document,
you must provide as a written
statement describing the
same next to your signature
below. If any such promises,
representations or agreements
have been provided to you,
you should understand that
they are unreliable and
unauthorized by us. You
should not rely upon them,
and we are not bound by
them. Please notify us in
writing before you buy a
franchise if any such promises,
representations or agreements
have been provided to you
by anyone.
It
is important for you to
read and understand the
contents of this document,
including the accompanying
charts, notes and Offering
Circular, and to use the
data presented for informational
purposes only.
THE
FIGURES PROVIDED IN THIS
EARNINGS CLAIMS STATEMENT
SHOULD NOT BE CONSIDERED
AS THE ACTUAL OR PROBABLE
RESULTS THAT YOU WILL OR
CAN REALIZE.
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THE
EXPERIENCE OF AN INDIVIDUAL
FRANCHISEE IS LIKELY
TO DIFFER FROM THE
INFORMATION SET FORTH
ABOVE.
In
making any decision
regarding a Relax
The Back franchise,
the undersigned will
not rely on any of
the data presented
to be predictive of
the undersigned's
possible financial
results.
__________________________________
Signature |
** |
_________________________
Date |
__________________________________
Signature |
** |
_________________________
Date |
__________________________________
Signature |
** |
_________________________
Date |
__________________________________
Signature
|
** |
_________________________
Date |
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CHART
1
2005 Annual Adjusted Gross
Sales
for U.S. Franchised Stores
Open 12 Months or More
(Unaudited and Qualified
as Noted) |
This
chart should be read in conjunction
with the footnotes, the material
assumptions and the other
information contained in the
rest of this Earnings Claim
Exhibit and the UFOC, all
of which are integral to this
chart. |
ADJUSTED
GROSS SALES RANGE |
HIGH
$2,081,016
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LOW
$291,368 |
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ARITHMETIC
AVERAGE ANNUAL ADJUSTED
GROSS SALES
$916,775 |
41%
OF OUR 91 U.S. FRANCHISED
STORES OPERATING THE FULL
12 MONTHS IN CALENDAR YEAR
2005 ACHIEVED AN ANNUAL ADJUSTED
GROSS SALES VOLUME EQUAL TO
OR BETTER THAN THE AVERAGE
ANNUAL ADJUSTED GROSS SALES
AMOUNT SHOWN ABOVE. |
2005
MONTHLY ADJUSTED
GROSS SALES RANGE
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HIGH
$173,418 |
LOW
$24,281 |
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ARITHMETIC
AVERAGE ANNUAL ADJUSTED
GROSS SALES (2004)
$76,398 |
41%
OF OUR 91 U.S. FRANCHISED
STORES OPERATING THE FULL
12 MONTHS IN CALENDAR YEAR
2005 ACHIEVED AN AVERAGE MONTHLY
ADJUSTED GROSS SALES VOLUME
EQUAL TO OR BETTER THAN THE
AVERAGE MONTHLY ADJUSTED GROSS
SALES AMOUNT SHOWN ABOVE. |
Notes:
1. "Adjusted Gross
Sales" figures are
reported to us by our franchisees
and are the basis upon which
their royalty payments to
us are calculated. This
term is defined under our
Franchise Agreement and
is gross sales, with sales
tax, customer refunds, and
other adjustments deducted
to arrive at Adjusted Gross
Sales. Please refer to Item
7 of the Offering Circular
for the full definition
of Adjusted Gross Sales.
The Adjusted Gross Sales
reported in this Chart are
unaudited and do not reflect
the costs of sales, operating
expenses, start up expenses
or other costs or expenses
that must be deducted from
the gross revenue or gross
sales figures to obtain
net income or profit. We
have not reviewed or verified
the sales information reported
to us. The information reported
reflects historical results,
and past performance is
no indication of future
performance. Franchisees
establish their own product
pricing, which may vary
from market to market.
2.
The results reported are
for 91 U.S. franchised stores
operating the fulI 12 months
in calendar year 2005. Stores
were operating in 32 states,
as of December 31, 2005.
The average annual Adjusted
Gross Sales was calculated
by dividing the total combined
2005 sales for all Stores
by the number of Stores
for which results are reported
(i.e., 91). The average
monthly Adjusted Gross Sales
was calculated by dividing
the total combined 2005
sales for all Stores by
1092 (91 Stores X 12 months).
3.
The Stores for which these
sales are reported are Stores
that have been open and
operating for at least a
full 12 month period in
2005. A new Store is likely
to have less than average
annual sales. Multiple Store
franchisees may have higher
per Store sales than single
Store operators due to a
variety of factors, including
operator experience, a stronger
market visibility, advertising/marketing
efficiencies and other factors.
Multiple Store operators
also often enjoy certain
economies of scale in expenses
(for example, accounting,
inventory and bulk purchases,
professional expenses, freight,
etc., and your costs may
not be as efficient. |
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CHART
2
Monthly
Adjusted Gross Sales for
New Franchised Stores
Open Less than 12-Months
as of December 31, 2005
(Unaudited and Qualified
as Noted)
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This
chart should be read in conjunction
with the footnotes, the material
assumptions and the other
information contained in the
rest of this Earnings Claim
Exhibit and the UFOC, all
of which are integral to this
chart. |
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ARITHMETIC
AVERAGE MONTHLY ADJUSTED
GROSS SALES
$50,741 |
47%
OF OUR 15 U.S. FRANCHISED
STORES OPERATING LESS THAN
12 MONTHS IN CALENDAR YEAR
2005 ACHIEVED AN AVERAGE MONTHLY
GROSS SALES VOLUME EQUAL TO
OR BETTER THAN THE AVERAGE
MONTHLY GROSS SALES AMOUNT
SHOWN ABOVE. |
Notes
(Note 1 applies to Charts
1 and 2; Notes 2-4 apply to
Chart 2): |
1.
"Adjusted Gross Sales"
figures are reported to
us by our franchisees and
are the basis upon which
their royalty payments to
us are calculated. This
term is defined under our
Franchise Agreement and
is gross sales, with sales
tax, customer refunds, and
other adjustments deducted
to arrive at Adjusted Gross
Sales. Please refer to Item
7 of the Offering Circular
for the full definition
of Adjusted Gross Sales.
The Adjusted Gross Sales
reported in this Chart are
unaudited and do not reflect
the costs of sales, operating
expenses, start up expenses
or other costs or expenses
that must be deducted from
the gross revenue or gross
sales figures to obtain
net income or profit. We
have not reviewed or verified
the sales information reported
to us. The information reported
reflects historical results,
and past performance is
no indication of future
performance. Franchisees
establish their own product
pricing, which may vary
from market to market.
2.
The results reported are
for 15 U.S. franchised stores
operating for less than
12 months in calendar year
2005. 2 of the reporting
Stores were open 11 months,
including the Store reporting
the highest monthly Adjusted
Gross Sales volume; 1 store
was open 10 months; 1 store
was open 8 months; 2 Stores
were open 6 months; and
2 Stores were open 2 months.
The average monthly Adjusted
Gross Sales figure was calculated
by dividing the combined
total reported monthly Adjusted
Gross Sales by the total
number of operating months
reported (i.e., 56) 3 Reported
sales include sales for
the month in which the applicable
Store opened, which was
a partial operating month
in all cases.
3.
1 franchisee owns 2 of the
15 Stores reporting. 5 of
the 15 Stores reporting
are owned by Multiple Store
operators. Multiple Store
franchisees may have higher
per Store sales than single
Store operators due to a
variety of factors, including
operator experience, a stronger
market visibility, advertising/marketing
efficiencies and other factors.
Multiple Store operators
also often enjoy certain
economies of scale in expenses
(e.g., accounting, inventory
and bulk purchases, professional
expenses, freight, etc.).
and your costs may not be
as efficient. For the 5
reporting Stores operated
by experienced franchisees,
monthly gross sales ranged
from a high of $178,915
to a low of $27,096. For
the 3 reporting Stores operated
by new franchisees, monthly
gross sales ranged from
a high of $93,897 to a low
of $14,699.
4.
These Stores are located
in Florida, New York, New
Jersey, California, Nevada
and Texas. Your market area
is likely to be materially
different in a variety of
ways, since costs, demographics,
prices, market economies,
etc. are likely to vary
significantly from geographic
area to geographic area,
market to market, etc. Therefore,
any Store operated by you
is likely to have materially
different results. |
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