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iCode

How much does iCode cost?

Initial Investment Range

$77,000 to $490,500

Franchise Fee

$36,500 to $56,500

An "iCode" franchisee will provide STEAM-based educational courses and other programs for children and adults.

Enjoy our partial free risk analysis below

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iCode April 18, 2025 FDD Risk Analysis

Free FDD Library AI Analysis Date: August 22, 2025

DISCLAIMER: Not Legal Advice - For Informational Purposes Only. Consult With Qualified Franchise Professionals.

1

Franchisor Stability Risks

Start Here
Total: 10
4
1
5

Disclosure of Franchisor's Financial Instability

High Risk

Explanation

The audited financial statements for iCode Franchise, Inc. (iCode) reveal significant financial weakness. The company has a history of recurring net losses, including over $294,000 in 2024, and a large stockholder's deficit of over $1.7 million. The auditor's report includes an 'Emphasis-of-Matter' paragraph regarding these losses and the company's net capital deficiency, which calls into question its ability to continue as a going concern and support franchisees.

Potential Mitigations

  • A franchise accountant must thoroughly review the financial statements, including all footnotes and the auditor's report, to assess the franchisor's viability.
  • In discussions with the franchisor, you and your business advisor should seek detailed information on their plans to achieve profitability and fund operations.
  • Your attorney should clarify the nature of any financial support guarantees from the parent company, as the franchisor's ability to operate appears dependent on it.
Citations: Item 21, Item 4 (Special Risks), Exhibit A (Financial Statements, Auditor's Report, Note 8)

High Franchisee Turnover

High Risk

Explanation

Item 20 data reveals potential indicators of franchisee distress. Over the last three years, there have been terminations, company re-acquisitions, and locations that 'ceased operations'. Exhibit E also lists four franchisees who signed agreements but never opened. Furthermore, Item 20 Table 5 shows 40 signed agreements for outlets that are not yet open, a very high number compared to the 47 operating franchises, suggesting possible systemic opening delays or issues.

Potential Mitigations

  • It is critical to contact a significant number of current and former franchisees from the lists in Exhibit E to discuss their experiences.
  • A business advisor can help you analyze the turnover rates and the high number of unopened units to assess systemic health.
  • Your attorney should help you ask the franchisor for specific reasons behind the high number of unopened franchises and the various unit cessations.
Citations: Item 20 (Tables 1, 3, 5), Item 4 (Special Risks), Exhibit E

Rapid System Growth

High Risk

Explanation

The franchise system has grown rapidly, nearly tripling in size from 16 to 47 franchised outlets in the last three years. While growth can be positive, such a fast pace, when combined with the franchisor's disclosed financial weakness and recurring losses, raises concerns. This situation may strain iCode's resources, potentially compromising its ability to provide adequate and timely training, site selection assistance, and ongoing operational support to all franchisees.

Potential Mitigations

  • Inquiring with both new and established franchisees about the quality and timeliness of the franchisor's support is essential for due diligence.
  • Your business advisor should help you question the franchisor about their specific plans and infrastructure for supporting this rapid expansion.
  • An accountant should review whether the franchisor's financial investment in support systems and staff is keeping pace with its growth in units.
Citations: Item 20 (Table 1), Item 21

New/Unproven Franchise System

Low Risk

Explanation

This specific risk was not identified in the FDD Package. The franchisor began offering franchises in 2016, so it is not a brand-new or startup system. However, understanding the maturity of a franchise system is important as it relates to brand recognition, established operating procedures, and the level of support you can expect to receive. Newer systems can carry higher risk but may also offer more flexibility or growth potential.

Potential Mitigations

  • Engaging a business advisor to research the franchisor's history and its position within the broader educational services market is a prudent step.
  • Discussions with the earliest-starting franchisees on the list in Exhibit E can provide insight into how the system has evolved.
  • Your accountant can help analyze how the franchisor's financial performance has matured over the years presented in Item 21.
Citations: Not applicable

Possible Fad Business

Low Risk

Explanation

This specific risk was not identified in the FDD Package. The STEAM education industry for children is an established market, not typically considered a short-term fad. However, any business in the education and technology sectors faces the risk of its specific curriculum or methods becoming outdated. Long-term success often depends on the franchisor's ability to innovate and adapt its offerings to keep pace with changing educational trends and technological advancements.

Potential Mitigations

  • A business advisor can help you research the long-term sustainability of the specific educational programs offered by the franchise.
  • It's wise to ask the franchisor about their budget and plans for research and development to keep the curriculum current.
  • Speaking with your financial advisor about the resilience of this business model through various economic cycles is recommended.
Citations: Not applicable

Inexperienced Management

Low Risk

Explanation

This specific risk was not identified in the FDD Package. Item 2 discloses a management team with multiple years of experience in business and, for several key executives, specific experience in franchising. In franchising, an experienced leadership team is important because they are more likely to have developed effective support systems, marketing strategies, and operational procedures, which can significantly impact your potential for success.

Potential Mitigations

  • Even with experienced management, verifying their reputation by speaking with current and former franchisees is a crucial due diligence step.
  • A business advisor can help you perform independent research on the professional backgrounds of the key executives listed in Item 2.
  • Your attorney can help you formulate questions for the franchisor about the management team's specific contributions to the franchise system's development.
Citations: Not applicable

Private Equity Ownership

Low Risk

Explanation

This specific risk was not identified in the FDD Package. Item 1 does not indicate that the franchisor is owned or controlled by a private equity firm. This is an important factor to consider, as the strategic priorities of a private equity owner, which often include a shorter-term investment horizon, can sometimes differ from those of a founder-led or family-owned franchisor, potentially affecting long-term brand strategy and franchisee support.

Potential Mitigations

  • It is always a good practice to ask your attorney to help you confirm the ownership structure of the franchisor entity.
  • A business advisor can assist in researching whether any affiliated companies mentioned in the FDD have ties to private equity firms.
  • Understanding the franchisor's long-term vision and capital structure can provide valuable context, a topic to discuss with your financial advisor.
Citations: Not applicable

Non-Disclosure of Parent Company

High Risk

Explanation

The franchisor discloses it is a wholly owned subsidiary of iCode, LP. The franchisor's own financials show a significant net capital deficiency and reliance on its parent for funding to continue operations. Note 8 of the financial statements explicitly mentions management's belief that its stockholder can provide sufficient funding. However, the FDD does not include the parent company's financial statements. This is a significant omission that prevents you from assessing the true financial stability behind the entire operation.

Potential Mitigations

  • Your accountant and attorney should stress the importance of reviewing the parent company's financials, given the franchisor's dependency.
  • It is critical to ask your attorney to request the parent company's financial statements from the franchisor for a complete risk assessment.
  • Without the parent's financials, your financial advisor should help you evaluate the investment with extreme caution, assuming a higher level of risk.
Citations: Item 1, Item 21, Exhibit A (Note 8)

Predecessor History Issues

Low Risk

Explanation

This specific risk was not identified in the FDD Package. Item 1 states that the franchisor has no predecessor company. A predecessor is a company from which the franchisor acquired the main assets of the business. Reviewing predecessor history is important because it can reveal inherited issues, such as a history of litigation or franchisee failures, that might not be immediately apparent from looking at the current franchisor alone.

Potential Mitigations

  • It is good practice to have your attorney verify the corporate history of the franchisor to confirm the absence of any predecessors.
  • Asking early franchisees about the history of the company can sometimes uncover information about prior business structures.
  • A business advisor can help you research the brand's history online to ensure no prior iterations of the business are being overlooked.
Citations: Not applicable

Pattern of Litigation

Medium Risk

Explanation

While there is no broad pattern of litigation, Item 3 discloses a recent lawsuit brought by a franchisee alleging fraudulent inducement and negligent misrepresentation. The franchisee claimed their leasehold improvement costs exceeded the estimates in Item 7. The case was settled with a total payment of $99,000 to the franchisee from iCode and its insurer. A single lawsuit over misrepresentation that results in a settlement is a notable risk.

Potential Mitigations

  • Your attorney should carefully review the details of the disclosed litigation and its outcome.
  • This disclosure reinforces the need to conduct your own independent verification of all cost estimates in Item 7 with local contractors and suppliers.
  • When speaking with other franchisees, a business advisor can help you ask specifically about their experience with the accuracy of the Item 7 estimates.
Citations: Item 3, Item 7
2

Disclosure & Representation Risks

Total: 15
7
0
8

Example Risk: Franchisee Financial Obligations

Blue Risk

Explanation

This risk involves the financial obligations that a franchisee must meet, including initial fees, ongoing royalties, and other required payments. Understanding these obligations is crucial for long-term success.

Potential Mitigations

  • Carefully review the Franchise Disclosure Document (FDD) and consult with a franchise attorney to fully understand all financial commitments before signing.
  • Conduct regular risk assessments
  • Implement monitoring and reporting systems

Unlock Full Risk Analysis

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3

Financial & Fee Risks

Total: 10
3
4
3

Example Risk: Franchisee Financial Obligations

Blue Risk

Explanation

This risk involves the financial obligations that a franchisee must meet, including initial fees, ongoing royalties, and other required payments. Understanding these obligations is crucial for long-term success.

Potential Mitigations

  • Carefully review the Franchise Disclosure Document (FDD) and consult with a franchise attorney to fully understand all financial commitments before signing.
  • Conduct regular risk assessments
  • Implement monitoring and reporting systems

Unlock Full Risk Analysis

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4

Legal & Contract Risks

Total: 16
5
5
6

Example Risk: Franchisee Financial Obligations

Blue Risk

Explanation

This risk involves the financial obligations that a franchisee must meet, including initial fees, ongoing royalties, and other required payments. Understanding these obligations is crucial for long-term success.

Potential Mitigations

  • Carefully review the Franchise Disclosure Document (FDD) and consult with a franchise attorney to fully understand all financial commitments before signing.
  • Conduct regular risk assessments
  • Implement monitoring and reporting systems

Unlock Full Risk Analysis

Purchase the complete risk review to see all 102 risks across all 10 categories.

5

Territory & Competition Risks

Total: 5
3
2
0

Example Risk: Franchisee Financial Obligations

Blue Risk

Explanation

This risk involves the financial obligations that a franchisee must meet, including initial fees, ongoing royalties, and other required payments. Understanding these obligations is crucial for long-term success.

Potential Mitigations

  • Carefully review the Franchise Disclosure Document (FDD) and consult with a franchise attorney to fully understand all financial commitments before signing.
  • Conduct regular risk assessments
  • Implement monitoring and reporting systems

Unlock Full Risk Analysis

Purchase the complete risk review to see all 102 risks across all 10 categories.

6

Regulatory & Compliance Risks

Total: 10
1
3
6

Example Risk: Franchisee Financial Obligations

Blue Risk

Explanation

This risk involves the financial obligations that a franchisee must meet, including initial fees, ongoing royalties, and other required payments. Understanding these obligations is crucial for long-term success.

Potential Mitigations

  • Carefully review the Franchise Disclosure Document (FDD) and consult with a franchise attorney to fully understand all financial commitments before signing.
  • Conduct regular risk assessments
  • Implement monitoring and reporting systems

Unlock Full Risk Analysis

Purchase the complete risk review to see all 102 risks across all 10 categories.

7

Franchisor Support Risks

Total: 4
2
2
0

Example Risk: Franchisee Financial Obligations

Blue Risk

Explanation

This risk involves the financial obligations that a franchisee must meet, including initial fees, ongoing royalties, and other required payments. Understanding these obligations is crucial for long-term success.

Potential Mitigations

  • Carefully review the Franchise Disclosure Document (FDD) and consult with a franchise attorney to fully understand all financial commitments before signing.
  • Conduct regular risk assessments
  • Implement monitoring and reporting systems

Unlock Full Risk Analysis

Purchase the complete risk review to see all 102 risks across all 10 categories.

8

Operational Control Risks

Total: 12
5
6
1

Example Risk: Franchisee Financial Obligations

Blue Risk

Explanation

This risk involves the financial obligations that a franchisee must meet, including initial fees, ongoing royalties, and other required payments. Understanding these obligations is crucial for long-term success.

Potential Mitigations

  • Carefully review the Franchise Disclosure Document (FDD) and consult with a franchise attorney to fully understand all financial commitments before signing.
  • Conduct regular risk assessments
  • Implement monitoring and reporting systems

Unlock Full Risk Analysis

Purchase the complete risk review to see all 102 risks across all 10 categories.

9

Term & Exit Risks

Total: 18
8
8
2

Example Risk: Franchisee Financial Obligations

Blue Risk

Explanation

This risk involves the financial obligations that a franchisee must meet, including initial fees, ongoing royalties, and other required payments. Understanding these obligations is crucial for long-term success.

Potential Mitigations

  • Carefully review the Franchise Disclosure Document (FDD) and consult with a franchise attorney to fully understand all financial commitments before signing.
  • Conduct regular risk assessments
  • Implement monitoring and reporting systems

Unlock Full Risk Analysis

Purchase the complete risk review to see all 102 risks across all 10 categories.

10

Miscellaneous Risks

Total: 2
1
1
0

Example Risk: Franchisee Financial Obligations

Blue Risk

Explanation

This risk involves the financial obligations that a franchisee must meet, including initial fees, ongoing royalties, and other required payments. Understanding these obligations is crucial for long-term success.

Potential Mitigations

  • Carefully review the Franchise Disclosure Document (FDD) and consult with a franchise attorney to fully understand all financial commitments before signing.
  • Conduct regular risk assessments
  • Implement monitoring and reporting systems

Unlock Full Risk Analysis

Purchase the complete risk review to see all 102 risks across all 10 categories.