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Somedays

Somedays Bakery Franchising LLC
https://www.somedaysbakery.com
1-213-281-9870
23-37 30th Avenue, New York, New York 11102

Initial Investment Range

$403,900 to $889,500

Franchise Fee

$35,000 to $60,000

The franchise that we offer is for Somedays, a bakery featuring freshly baked pastries, sandwiches, coffee, and other food and beverage menu items in a modern environment.

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Somedays August 16, 2024 FDD Risk Analysis

Free FDD Library AI Analysis Date: July 16, 2025

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

1

Franchisor Stability Risks

Start Here
Total: 10
3
2
5

Disclosure of Franchisor's Financial Instability

High Risk

Explanation

The franchisor, Somedays Bakery Franchising LLC (Somedays LLC), explicitly warns of risks related to its financial condition. The audited opening balance sheet in Exhibit D shows the company was formed in June 2024 with only $5,000 in cash and no other assets or liabilities. This thin capitalization raises significant questions about its ability to fund ongoing support and services for franchisees without relying heavily on new franchise fees, which is an unsustainable model.

Potential Mitigations

  • Your accountant must carefully evaluate the franchisor's financial statements and the explicit risk warnings to assess its viability.
  • A discussion with your business advisor is essential to understand the implications of investing in a thinly capitalized startup franchisor.
  • Ask your attorney about any financial assurance requirements, like bonds or escrow, that may have been imposed by state regulators.
Citations: Special Risks, Item 21, Exhibit D

High Franchisee Turnover

Medium Risk

Explanation

Because Somedays LLC is a new franchisor that only began offering franchises in August 2024, there is no history of franchisee turnover to analyze in Item 20. While this means there are no negative data points, it also means there is no track record of franchisee success, renewal, or satisfaction. This lack of data represents a significant uncertainty, as you cannot assess the stability or health of the system based on the experience of other franchisees.

Potential Mitigations

  • Your business advisor can help you understand the heightened risks associated with joining a system with no performance history.
  • It is crucial for your accountant to create conservative financial projections, given the complete absence of historical franchisee data.
  • Your attorney should advise on negotiating protections to offset the risks of an unproven system.
Citations: Item 20

Rapid System Growth

Low Risk

Explanation

This risk was not identified in the FDD package. Rapid system growth can strain a franchisor's ability to provide adequate support. Because this is a new franchise system with no existing outlets, it is not currently experiencing rapid growth, though this could become a risk in the future if franchise sales accelerate quickly.

Potential Mitigations

  • A business advisor can help you assess if the franchisor's infrastructure plans are adequate for their growth projections.
  • In discussions with the franchisor, you should inquire about their plans for scaling support services as the system grows.
  • Your accountant can review the franchisor's financials to gauge their capacity to invest in support infrastructure.
Citations: Item 20

New/Unproven Franchise System

High Risk

Explanation

The franchisor is a startup, formed in June 2024 and beginning to offer franchises in August 2024. Item 20 confirms there are zero franchised or company-owned outlets in operation. Investing in a new, unproven system carries substantial risk as the business model, brand recognition, and support structures are not yet established. The franchisor explicitly discloses this as a 'Short Operating History' special risk, confirming it is a key concern for you to consider.

Potential Mitigations

  • Given the high risk, your attorney may be able to negotiate more favorable terms, such as reduced fees or enhanced franchisee rights.
  • Your business advisor should help you conduct extensive due diligence on the concept's viability in your target market.
  • An accountant must help you develop very conservative financial projections due to the lack of any operating history for the franchise.
Citations: Special Risks, Item 1, Item 20, Item 21

Possible Fad Business

Low Risk

Explanation

This risk was not identified in the FDD package. A 'fad' business is one tied to a short-lived trend, posing a risk to long-term viability. Assessing whether a concept is a fad requires market analysis. The business is described as a bakery with pastries, sandwiches, and coffee, which are generally established product categories, though the specific branding or concept's appeal could be trend-dependent. This is a factor for your own due diligence.

Potential Mitigations

  • Engage a business advisor to help you conduct independent market research on the long-term consumer demand for this specific bakery concept.
  • You should evaluate the franchisor’s plans for product innovation and adaptation to stay relevant beyond any initial trends.
  • Your financial advisor can help assess the business model's resilience to economic shifts and changing consumer tastes.
Citations: Item 1

Inexperienced Management

Medium Risk

Explanation

While the franchisor entity itself is new and inexperienced, the management team disclosed in Item 2 has significant prior executive experience in a similar concept, Chip City Cookies. This relevant industry experience may partially mitigate the risks typically associated with a new franchisor's management team. However, the entity itself still lacks a track record of supporting a franchise system under the 'Somedays' brand, so a moderate level of risk remains.

Potential Mitigations

  • Your business advisor can help you assess how management's prior experience might translate to this new venture.
  • You should ask the franchisor how they plan to leverage their past experience to build the support systems for this new brand.
  • During your due diligence, investigate the reputation and performance of the other brands the management team has been involved with.
Citations: Item 2

Private Equity Ownership

Low Risk

Explanation

This risk was not identified in the FDD package, as there is no disclosure of private equity ownership in Item 1. Private equity ownership can introduce risks related to prioritizing short-term returns over long-term system health. The franchisor is a new entity founded by its principal operators.

Potential Mitigations

  • A business advisor can help you investigate the ownership structure of any franchise system you consider.
  • It is wise to ask current franchisees about any changes in system philosophy or support following an ownership change.
  • Your attorney should review the Franchise Agreement for any clauses that permit the franchisor to be sold without franchisee consent.
Citations: Item 1

Non-Disclosure of Parent Company

High Risk

Explanation

Item 1 discloses a parent company, Somedays Bakery Corp. However, the parent company's financial statements are not provided in Item 21. Given that the franchisor entity is a newly formed, thinly capitalized subsidiary with only $5,000 in cash, the financial health of the parent is material information for you to assess the overall stability and backing of the franchise system. The absence of these financials presents a significant disclosure risk.

Potential Mitigations

  • Your attorney should request the parent company's financial statements from the franchisor for a complete risk assessment.
  • Your accountant needs to review the parent's financials, if provided, to determine if it has sufficient resources to support the new franchise system.
  • You should understand from your attorney what obligations, if any, the parent company has to support the franchisor or its franchisees.
Citations: Item 1, Item 21

Predecessor History Issues

Low Risk

Explanation

This risk was not identified in the FDD package. Item 1 states that the franchisor does not have any predecessors. A predecessor is a prior entity from which the franchisor acquired the business. A lack of predecessors means there is no prior corporate history under a different name to investigate for issues like litigation or bankruptcy.

Potential Mitigations

  • Your attorney can help you verify the corporate history of a franchisor and its management.
  • When a predecessor exists, it is important to have your attorney review its history in Items 3 and 4 for any past litigation or bankruptcy.
  • A business advisor can help you research the reputation of any predecessor entity and its management.
Citations: Item 1

Pattern of Litigation

Low Risk

Explanation

This risk was not identified in the FDD package. Item 3 discloses that there is no litigation history that requires disclosure. This is a positive sign, as a pattern of lawsuits, especially those initiated by franchisees alleging fraud or misrepresentation, can be a major red flag indicating systemic problems.

Potential Mitigations

  • Your attorney should always carefully review the details of any litigation disclosed in Item 3.
  • It is prudent to conduct independent online searches for any news or discussions about litigation involving the franchisor, with help from a business advisor.
  • When litigation is present, you should discuss its potential impact on the franchisor's finances and reputation with your accountant and attorney.
Citations: Item 3
2

Disclosure & Representation Risks

Total: 15
2
2
11

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

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3

Financial & Fee Risks

Total: 10
5
3
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

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4

Legal & Contract Risks

Total: 16
8
6
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.

5

Territory & Competition Risks

Total: 5
5
0
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
6
3
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.

7

Franchisor Support Risks

Total: 4
4
0
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
7
3
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.

9

Term & Exit Risks

Total: 18
9
7
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
2
0
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.