$73

Business Description

We were formed on March 7, 1994, as a Texas corporation. Our principal place of business is 18583 N. Dallas Parkway, Suite 120, Dallas, Texas 75287. We do business under our company name and no other name. You will operate a restaurant business under the name “Dickey's Barbecue Pit” (a "Restaurant"). We are a wholly owned subsidiary of Dickey’s Capital Group, Inc. (“DCG”), a Delaware corporation, whose principal business address is 18583 N. Dallas Parkway, Suite 120, Dallas, Texas 75287. Other than Dickey’s Capital Group, Inc., we do not have any parent companies that are required to be disclosed in this Item. We have no predecessors. Since our formation, we have offered Restaurant franchises. The names and addresses of our agents for service of process appear in Exhibit E to this Disclosure Document.

Prior Experience

We do not operate any Restaurants of the kind described in this Disclosure Document. Dickey's Barbecue Pit, Inc. ("DBP") and Pitmaster Team, Inc. ("PTI"), each a Texas corporation affiliated with us having a principal place of business at 18583 N. Dallas Parkway, Suite 120, Dallas, Texas 75287, have operated similar Restaurants since 1941, 2007, and 2013, respectively. Dickey’s Love Field JV, LLC (“Love Field JV”), a joint venture between DBP and a franchisee, has operated a similar Restaurant since 2013. Except as described in this Item 1, we, DBP, PTI, and Love Field JV have not and do not engage in any other kinds of business or offered or offer franchises in any other lines of business. As of the issuance date of this Disclosure Document, DBP, PTI, and Love Field JV operate five Restaurants in the Dallas-Fort Worth, Texas metropolitan area. Our reference in this Disclosure Document to "company-owned" or "company-operated" Restaurants" means Restaurants owned and operated by DBP, PTI, and Love Field JV. Dickey’s requires all franchisees to execute a Smokestack Customer Agreement (attached as Exhibit L) with our affiliate, Spark Intelligence, Inc., a Texas corporation ("Spark"), for a subscription which allows you to access to the Smokestack sales data collection and reporting system. Dickey’s additionally requires all franchisees to execute a Spark On-Line Services User Agreement (attached as Exhibit M) with Spark for a subscription which allows you to access the Spark Online Ordering System. Spark's principal place of business is 18583 N. Dallas Parkway, Suite 120, Dallas, Texas 75287. Spark has never operated a business similar to a Restaurant or offered franchises in any line of business.

Business Offered

We offer the opportunity to operate a Restaurant using the comprehensive and unique Dickey's Barbecue Pit business format system (the "System") under the franchise agreement you sign with us. A Restaurant operated under the System specializes in freshly prepared food featuring barbecued meats and is branded with the service mark (the "Mark") displayed on the cover page of this Disclosure Document. The System includes rights to use certain trade names, service marks, trademarks, symbols, logos, name and emblems, and indicia of origin, including the Mark and other trade names, service marks and trademarks Dickey's may develop in the future to identify for the public the source of services and products marketed under these marks and under the System and representing the System's high standards of quality, appearance, and service (collectively, the "Proprietary Marks"); as well as distinctive exterior and interior design, décor, color schemes, furnishings and equipment for Restaurant premises; confidential recipes, procedures, specifications and formulas for preparing food and beverage products and for operations; inventory and management control methods; initial and ongoing training and seminars; our Operations Manual and such other manuals, forms, written materials and directives as we designate for use in the Restaurant (the "Manuals"); and advertising and promotional services and assistance. We acquired our right to use and sublicense to franchisees the Proprietary Marks under a license agreement with DBP, our affiliate (see Item 13). The Restaurants utilize modern barbecue cooking technology and several proprietary concepts and recipes, including the barbecue sauce and spices. We believe that our distinctive offering of barbecue-style food, freshly prepared with high quality ingredients and proprietary recipes, served quickly at affordable prices and in a comfortable, friendly setting differentiates our brand from other barbecue restaurants. Our Restaurants offer dining where the customer places a protein order at the beginning of the service counter, selects side dishes while moving toward check out, and then picks up the completed order at the end of the counter. Most of the Restaurants are located within suburban shopping centers or in stand-alone buildings located on busy streets. Restaurants are also located in "non-traditional" venues such as food courts, convenience stores, sports stadiums, food trucks, large big-box retail outlets (such as a Walmart retail store) or within institutional settings where the Restaurant operator does not control access or hours of operation. We grant franchises for non-traditional venues, but we and our affiliates reserve the right to operate company-operated Restaurants in non-traditional venues. Non-traditional franchises are operated under the System, except as provided by the Non-Traditional Addendum attached as Exhibit J. We also grant franchises for Restaurants that operate from specially-designed motor vehicles containing both kitchen and serving facilities (“Mobile Unit Franchises”). If you operate a Mobile Unit Franchise you will sign the Non-Traditional Addendum attached as Exhibit J and the Mobile Unit Rider attached as Exhibit K. Our current business model for new franchises focuses on developing Restaurants in leased spaces of between 1,500 and 2,200 square feet located in shopping centers. This Disclosure Document also provides information on Restaurants opened in "non-traditional' venues and Mobile Unit Franchises. If you are considering opening more than one Restaurant, we may offer you the opportunity to sign a Development Agreement covering a defined area for development and specifying the number of Restaurants to be developed and opened according to a specific development schedule. The "developer" must sign the then current Franchise Agreement and pay an initial fee for each Restaurant opened under the development schedule. In each case the candidate must demonstrate to us that the resources necessary for Restaurant development in the desired geographic area are immediately available. The Franchise Agreement and Development Agreement are each referred to in this Disclosure Document as an "Agreement." Each Agreement may be signed with an individual or a group of individuals, but we require that a franchisee and a developer must create and maintain in good standing a separate business entity for operating its Restaurants, having its own employer identification number and engaging in no other business. You may elect to purchase an existing Restaurant from a franchisee, a third party or one of our Affiliates, including in circumstances where the Restaurant has been closed for some period of time. The terms of purchase and the transition of asset ownership and management of the Restaurant will vary from the transactions described in this Disclosure Document. We may, in our sole discretion and when business circumstances warrant, facilitate such a transaction by modifying or waiving certain terms and conditions of the Franchise Agreement for the transaction. The seller of the Restaurant and not the franchisor is solely responsible for the terms, conditions, representations and warranties associated with the purchase and sale of the Restaurant, and we do not act as a broker or reseller of the Restaurant.

Initial Fees

Franchise Fee. You pay an initial franchise fee to us of $20,000 (the "Franchise Fee") in a lump sum at the time you sign the Franchise Agreement for each Restaurant. The Franchise Fee is uniformly imposed, except that (i) the Franchise Fee may be reduced or waived if you are purchasing an existing Restaurant from us or an affiliate, (ii) we offer a $5,000 first responder’s and veteran's discount to the Franchise Fee for your first Restaurant if you are a retired or current police officer, firefighter, or paramedic or honorably discharged veteran of the United States Armed Forces or the National Guard as evidenced by your submission to Dickey's of a valid military identification, Certificate of Release or Discharge From Active Duty (DD Form 214) or other similar evidence as Dickey's reasonably requires, (iii) you may receive credit toward your Franchise Fee if you entered into a previously terminated Franchise Agreement with us and your Restaurant under that Franchise Agreement was never developed, (iv) we reserve the right, but are not obligated to, reduce initial Franchise Fee for existing Dickey's franchisees who elect to purchase additional Restaurant franchises; (v) the Franchise Fee may be waived or reduced if you sign a Development Agreement and pay a Development Fee to us as noted below; and (vi) the Franchise Fee for a non-traditional franchise (including a Mobile Unit Franchise) is $15,000. The Franchise Fees we charged during the fiscal year ending May 31, 2018 ranged from no fee to $20,000. The Franchise Fee is non-refundable. Development Fee. If you agree to develop and operate two or more Restaurants under a Development Agreement you sign with us, you pay a fee (the "Development Fee") of $20,000 for the first Restaurant plus $15,000 for each additional Restaurant you agree to develop in a lump sum when you sign the Development Agreement. We apply the first $20,000 of the Development Fee to the Franchise Fee for the first Restaurant under the Development Agreement. If you timely develop and open your Restaurants and comply with the other terms of the Development Agreement, we will reduce the Franchise Fee for each Restaurant. We apply each $15,000 deposit of the Development Fee to the Franchise Fee for each subsequent Restaurant when you sign the then current Franchise Agreement for such Restaurant, so that no additional Franchise Fee is due when you sign the then current Franchise Agreement for such Restaurants. However, if you do not timely develop and open your Restaurants and comply with the other terms of the Development Agreement, the standard Franchise Fee of $20,000 applies to each Restaurant you develop and you must pay the balance of the Franchise Fee to us in a lump sum after the deposit is applied when you sign the then current Franchise Agreement. Our Development Fee is uniformly imposed, except the Development Fee may be reduced or waived under the same circumstances as noted above for the Franchise Fee, or when business circumstances warrant, such as when you are developing Restaurants in a new market for us. During the fiscal year ending May 31, 2018, we charged Development Fees ranging from no fee to $20,000 for the first Restaurant to be developed under a Development Agreement, and no fee to $15,000 for each subsequent Restaurant to be developed under a Development Agreement. The Development Fee is non-refundable. Restaurant Opening Fee. Before you attend the initial training program, you must pay up to $8,000 to Dickey's as the "Restaurant Opening Fee." Dickey's may consult with you if we have not opened any Restaurants in your market area. We will use the Restaurant Opening Fee on your behalf to pay the local advertising and promotional marketing expenses we believe are appropriate for the Restaurant's pre-opening and grand opening campaigns and in some cases, a post-opening campaign. The Restaurant Opening Fees we charged during the fiscal year ending May 31, 2018 ranged from no fee to the full $8,000 amount. The Restaurant Opening Fee is payable in a lump sum and is non-refundable. Inspection Reimbursement. You are required to reimburse us for the expenses we incur to perform any site inspection of a proposed location for your Restaurant in excess of the first three site inspection visits we provide to you at no additional cost. The Inspection Reimbursement is payable in a lump sum and is non-refundable. Training Fee. If this is your first Restaurant, then you must pay a non-refundable $2,900 Training Fee to us for the initial training program which your Owner/Operator will attend at Barbecue University in Dallas, Texas. If you choose to attend ServSafe training performed at Barbecue University as part of our initial training program, then you must pay us $185 in addition to the Training Fee. The Training Fee also covers online training and on-site training and certification for up to 3 Restaurant managers you select. Any manager certification that you do not utilize before opening the Restaurant will be forfeited. The Training Fee also includes the cost of training materials but not uniforms for the trainees. You must pay a portion of the Training Fee in the amount of $1,150 (or $1,335, if you choose to attend ServSafe training at Barbecue University) when you register your Owner/Operator for training. You must pay the remaining portion of the Training Fee in the amount of $1,750 to Dickey's for online and on-site training of up to 3 managers at least 30 days before the Restaurant opening. If you are an existing Dickey’s franchisee and your Owner/Operator has already attended Barbecue University and completed the initial training program to our satisfaction, you are only required to pay a non-refundable Training Fee of $1,750 to Dickey's at least 30 days before the Restaurant opening. The Training Fees we collected during the fiscal year ending May 31, 2018 ranged from $1,000 to $2,500. Day One Deposit. You are required to pay us a "Day One Deposit" of up to $8,100 within one business day after the "orientation call" with us for your Restaurant. We will use this deposit to pay approved vendors the deposits for your Restaurant's architectural design services, equipment, and signage, all of which are listed as part of your pre-opening expenses in Item 7. If you do not open the Restaurant and your Franchise Agreement terminates for nonperformance of your pre-opening obligations, we will retain the Day One Deposit to cover payments to approved vendors. See Item 17. The Day One Deposits we collected during the fiscal year ending May 31, 2018 ranged from no fee to the full $8,100 amount. The Day One Deposit is payable in a lump sum and is non-refundable. We offer a referral fee program for franchisees and their employees and employees of a Dickey’s approved vendor to refer new leads on prospective franchisees that result in the sale of a franchise. We may reduce or waive the Restaurant Opening Fee and Day One Deposit if you develop your Restaurant in a non-traditional location or purchase an existing Restaurant. Technology in a Box. Dickey's requires the use of its proprietary "Technology in a Box" support system ("TIBS") that provides in-store technology to facilitate store operations, marketing, and data capture and reporting. You must purchase TIBS equipment from Dickey's approved vendor, which as of the date of this Disclosure Document is Spark. The current cost of TIBS is approximately $5,000 and includes application software that provides reports to you and Dickey's on store operations, an Ipad, intelligent printer, firewall, switch, a wi-fi access point for Restaurant customers while on premises, and other features, operational functions, marketing benefits, and applications as may be determined by Dickey’s. Spark Online Ordering Fee. Dickey’s requires all franchisees to purchase a subscription to Spark’s Online Ordering system and pay a one-time, non-refundable initial installation fee of $125. You must also purchase an Epson printer in the amount of $500 from us or an approved vendor. Alternate Architect or General Contractor Fee. You are required to use an architect and general contractor we approve for the planning, design and construction of your Restaurant. Dickey's will provide you with a list of approved architectural firms and general contractors. If you prefer to use an architect or general contractor that is not on our approved list, you must submit the architect's or general contractor's information for Dickey's prior approval. Any franchisee requesting an alternate architect or general contractor must submit its proposal to Dickey's within 30 days of executing the Franchise Agreement, along with a non-refundable evaluation fee of $750 per alternate architect or contractor, and any other information Dickey's requires to evaluate the proposal. The alternate architect and/or general contractor must sign Dickey's then current form of agreement for alternate architects or general contractors (which may require the architect or general contractor to pay an additional fee for its approved status). The Alternate Architect or General Contractor Fees we collected during the fiscal year ending May 31, 2018 ranged from no fee to $750. Insurance Fee. You must obtain all required insurance policies solely from insurance agents/brokers or other providers Dickey's approves. If you desire to purchase the required insurance policies from an unapproved insurance agent/broker or provider, you shall submit to Dickey’s a written request for such approval. If approval is granted by Dickey’s for the use of an unapproved insurance agent/broker or other provider, you must pay to Dickey’s a $350 fee to cover the costs of reviewing the insurance coverage procured by the unapproved vendor. The Insurance Fee is non-refundable. Dickey’s did not collect any Insurance Fees during the last fiscal year ending May 31, 2018.

Financing

Dickey's does not offer direct or indirect financing. Upon request, Dickey's will refer you to independent lenders who may finance some portion of your initial investment. Dickey's makes no promises that any such financing will be available to you. Dickey's does not receive any consideration for placing financing with any lenders. Additionally, Dickey's does not guarantee your note, lease or any other obligation.

Franchisee Revenue and Profit

We do not make any representations about a franchisee's future financial performance or the past financial performance of company-owned or franchised outlets. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to the franchisor's Legal Department by contacting General Counsel (at 18583 N. Dallas Parkway, Suite 120, Dallas, Texas 75287; Telephone Number: 972-248-9899 x 701247), the Federal Trade Commission, and the appropriate state regulatory agencies.