Planet Fitness, Inc. is an American international franchisor and operator of fitness centers based in Hampton, New Hampshire. The company has around 2,715 clubs, making it one of the largest fitness club franchises by number of members and locations. The franchise has locations in the United States, Canada, Panama, Mexico, Spain and Australia.3 Its shares trade on NYSE under the symbol PLNT.1Wikipedia text CC BY-SA 4.0
Planet Fitness, Inc. is an American international franchisor and operator of fitness centers based in Hampton, New Hampshire. The company has around 2,715 clubs, making it one of the largest fitness club franchises by number of members and locations. The franchise has locations in the United States, Canada, Panama, Mexico, Spain and Australia. Planet Fitness markets itself as a "Judgement Free Zone" aimed at casual and first-time gym users, while discouraging behavior it associates with intimidating gym culture, which it characterizes as "lunk" behavior.3
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Where each dollar of operating cash went, fiscal 2025
Capital spendingShare buybacks
Capital spending25¢$163.7M
Share buybacks75¢$500.4M
Out of $418.4M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.5
Financial statements
Revenue10111213145$1.3B in 2025+131% since 2018Operating income10111213145$394.7M in 2025+114% since 2018Net income10111213145$219.1M in 2025+149% since 2018
Revenue151617$365.2M in Q2 FY2026+7% since Q2 FY2025Operating income151617$123.8M in Q2 FY2026+21% since Q2 FY2025Net income151617$67.1M in Q2 FY2026+16% since Q2 FY2025
Every line of the income statement as filed: the last 3 fiscal years, latest first.5
Period ending
2025-12-31
2024-12-31
2023-12-31
Total revenue
$1.3B
$1.2B
$1.1B
Cost of revenue
$230.3M
$197.1M
$190.0M
Club operations
$318.5M
$290.5M
$253.6M
Selling, general and administrative
$137.6M
$129.1M
$124.9M
National advertising fund expense
$87.6M
$79.0M
$70.1M
Depreciation and amortization
$155.8M
$160.3M
$149.4M
Other (gain) loss, net
-$385.0K
$1.3M
$10.4M
Total operating costs and expenses
$929.5M
$857.5M
$798.5M
Income from operations
$394.7M
$324.2M
$272.9M
Interest income
$23.0M
$23.1M
$17.7M
Interest expense
-$108.2M
-$100.0M
-$86.6M
Other (expense) income, net
-$454.0K
-$548.0K
$3.5M
Total other expense, net
-$85.7M
-$77.5M
-$65.3M
Income before income taxes
$309.0M
$246.7M
$207.5M
Provision for income taxes
$85.9M
$68.4M
$58.5M
Losses from equity-method investments, net of tax
-$2.8M
-$4.0M
-$2.0M
Net income
$220.3M
$174.2M
$147.0M
Less net income attributable to non-controlling interests
$1.2M
$2.2M
$8.7M
Net income attributable to Planet Fitness, Inc.
$219.1M
$172.0M
$138.3M
No quarter-by-quarter statement was filed.
Total assets1810111213145$3.1B in 2025+129% since 2018Shareholders’ equity1810111213145-$482.8M in 2025+29% since 2018Cash1810111213145$345.7M in 2025+19% since 2018Long-term debt1810111213145$2.5B in 2025+112% since 2018
Total assets19161715$3.0B in Q2 FY2026−4% since Q2 FY2025Shareholders’ equity19161715-$612.7M in Q2 FY2026+286% since Q2 FY2025Cash19161715$298.3M in Q2 FY2026−11% since Q2 FY2025Long-term debt19161715$2.4B in Q2 FY2026+14% since Q2 FY2025
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.5
Period ending
2025-12-31
2024-12-31
2023-12-31
2022-12-31
Cash and cash equivalents
$345.7M
$293.1M
Restricted cash
$66.3M
$56.5M
Short-term marketable securities
$106.8M
$114.2M
Accounts receivable, net of allowances for uncollectible amounts of $428 and $30 as of December 31, 2025 and 2024, respectively
$70.4M
$77.1M
Inventory
$7.6M
$6.1M
Prepaid expenses
$24.6M
$21.5M
Other receivables
$34.1M
$16.8M
Income tax receivable
$3.0M
$2.6M
Total current assets
$658.4M
$588.0M
Long-term marketable securities
$88.3M
$65.7M
Investments, net of allowance for expected credit losses of $24,424 and $18,834 as of December 31, 2025 and 2024, respectively
$69.7M
$75.7M
Property and equipment, net of accumulated depreciation of $453,852 and $370,118, as of December 31, 2025 and 2024, respectively
$466.7M
$424.0M
Right-of-use assets, net
$409.3M
$395.2M
Intangible assets, net
$286.4M
$323.3M
Goodwill
$712.5M
$720.6M
Deferred income taxes
$406.7M
$470.2M
Other assets, net
$5.4M
$7.1M
Total assets
$3.1B
$3.1B
Current maturities of long-term debt
$23.9M
$22.5M
Accounts payable
$39.7M
$32.9M
Accrued expenses
$75.4M
$67.9M
Equipment deposits
$10.2M
$1.9M
Deferred revenue, current
$58.6M
$62.1M
Payable pursuant to tax benefit arrangements, current
$55.5M
$55.6M
Other current liabilities
$49.3M
$39.7M
Total current liabilities
$312.5M
$282.5M
Long-term debt, net of current maturities
$2.5B
$2.1B
Lease liabilities, net of current portion
$419.1M
$405.3M
Deferred revenue, net of current portion
$29.7M
$32.0M
Deferred tax liabilities
$1.2M
$1.4M
Payable pursuant to tax benefit arrangements, net of current portion
$360.3M
$411.4M
Other liabilities
$5.7M
$4.5M
Total noncurrent liabilities
$3.3B
$3.0B
Additional paid in capital
$623.3M
$609.1M
Accumulated other comprehensive income (loss)
$1.3M
-$2.3M
Accumulated deficit
-$1.1B
-$822.2M
Total stockholders deficit attributable to Planet Fitness, Inc.
-$482.8M
-$215.4M
Non-controlling interests
-$601.0K
$7.0K
Total stockholders deficit
-$483.4M
-$215.4M
-$119.0M
-$211.6M
Total liabilities and stockholders deficit
$3.1B
$3.1B
Accounts receivable, allowance for bad debts
$428.0K
$30.0K
Allowance for expected credit loss
$24.4M
$18.8M
$17.7M
Accumulated depreciation
$453.9M
$370.1M
Period ending
2025-12-31
2024-12-31
2023-12-31
2022-12-31
Cash and cash equivalents
$345.7M
$293.1M
Restricted cash
$66.3M
$56.5M
Short-term marketable securities
$106.8M
$114.2M
Accounts receivable, net of allowances for uncollectible amounts of $428 and $30 as of December 31, 2025 and 2024, respectively
$70.4M
$77.1M
Inventory
$7.6M
$6.1M
Prepaid expenses
$24.6M
$21.5M
Other receivables
$34.1M
$16.8M
Income tax receivable
$3.0M
$2.6M
Total current assets
$658.4M
$588.0M
Long-term marketable securities
$88.3M
$65.7M
Investments, net of allowance for expected credit losses of $24,424 and $18,834 as of December 31, 2025 and 2024, respectively
$69.7M
$75.7M
Property and equipment, net of accumulated depreciation of $453,852 and $370,118, as of December 31, 2025 and 2024, respectively
$466.7M
$424.0M
Right-of-use assets, net
$409.3M
$395.2M
Intangible assets, net
$286.4M
$323.3M
Goodwill
$712.5M
$720.6M
Deferred income taxes
$406.7M
$470.2M
Other assets, net
$5.4M
$7.1M
Total assets
$3.1B
$3.1B
Current maturities of long-term debt
$23.9M
$22.5M
Accounts payable
$39.7M
$32.9M
Accrued expenses
$75.4M
$67.9M
Equipment deposits
$10.2M
$1.9M
Deferred revenue, current
$58.6M
$62.1M
Payable pursuant to tax benefit arrangements, current
$55.5M
$55.6M
Other current liabilities
$49.3M
$39.7M
Total current liabilities
$312.5M
$282.5M
Long-term debt, net of current maturities
$2.5B
$2.1B
Lease liabilities, net of current portion
$419.1M
$405.3M
Deferred revenue, net of current portion
$29.7M
$32.0M
Deferred tax liabilities
$1.2M
$1.4M
Payable pursuant to tax benefit arrangements, net of current portion
$360.3M
$411.4M
Other liabilities
$5.7M
$4.5M
Total noncurrent liabilities
$3.3B
$3.0B
Additional paid in capital
$623.3M
$609.1M
Accumulated other comprehensive income (loss)
$1.3M
-$2.3M
Accumulated deficit
-$1.1B
-$822.2M
Total stockholders deficit attributable to Planet Fitness, Inc.
-$482.8M
-$215.4M
Non-controlling interests
-$601.0K
$7.0K
Total stockholders deficit
-$483.4M
-$215.4M
-$119.0M
-$211.6M
Total liabilities and stockholders deficit
$3.1B
$3.1B
Accounts receivable, allowance for bad debts
$428.0K
$30.0K
Allowance for expected credit loss
$24.4M
$18.8M
$17.7M
Accumulated depreciation
$453.9M
$370.1M
Cash from operations10111213145$418.4M in 2025+127% since 2018Capital spending10111213145$163.7M in 2025+301% since 2018Free cash flow10111213145$254.8M in 2025+77% since 2018Share buybacks101113145$500.4M in 2025+46% since 2018
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.5
Period ending
2025-12-31
2024-12-31
2023-12-31
Net income
$220.3M
$174.2M
$147.0M
Depreciation and amortization
$155.8M
$160.3M
$149.4M
Equity-based compensation
$12.3M
$8.9M
$7.9M
Deferred tax expense
$63.9M
$55.7M
$51.2M
Amortization of deferred financing costs
$5.4M
$5.4M
$5.5M
Loss on extinguishment of debt
$1.7M
$2.3M
$0
Accretion of marketable securities discount
-$1.3M
-$3.3M
-$3.3M
Losses from equity-method investments, net of tax
$2.8M
$4.0M
$2.0M
Dividends accrued on held-to-maturity investment
-$2.3M
-$2.2M
-$2.1M
Credit loss on held-to-maturity investment
$5.6M
$1.1M
$2.7M
Loss (gain) on re-measurement of tax benefit arrangement liability
$2.4M
$1.3M
-$2.0M
Gain on sale of corporate-owned clubs
-$6.4M
$0
$0
Gain on insurance proceeds
-$1.5M
-$1.4M
$0
Other
$154.0K
$2.0M
-$284.0K
Accounts receivable
$7.2M
-$36.5M
$4.8M
Inventory
-$1.4M
-$1.5M
$599.0K
Other assets and other current assets
-$15.9M
-$11.8M
$929.0K
Accounts payable and accrued expenses
$6.9M
$17.3M
-$975.0K
Other liabilities and other current liabilities
$18.0K
-$519.0K
-$8.1M
Income taxes
$498.0K
$407.0K
$2.2M
Payments pursuant to tax benefit arrangements
-$54.3M
-$44.9M
-$34.8M
Equipment deposits
$8.3M
-$2.7M
-$3.9M
Deferred revenue
-$3.3M
$2.8M
$3.9M
Leases
$11.6M
$12.8M
$7.5M
Net cash provided by operating activities
$418.4M
$343.9M
$330.3M
Additions to property and equipment
-$163.7M
-$155.1M
-$136.0M
Insurance proceeds for property and equipment
$2.1M
$848.0K
$0
Payment of consideration for acquired clubs
-$3.1M
$0
-$43.3M
Proceeds from sale of corporate-owned clubs
$21.6M
$0
$0
Purchases of marketable securities
-$156.1M
-$155.4M
-$203.3M
Maturities of marketable securities
$141.6M
$103.7M
$80.5M
Issuance of note receivable, related party
-$2.6M
-$2.1M
$0
Other investments
$112.0K
-$602.0K
-$37.9M
Net cash used in investing activities
-$160.2M
-$208.7M
-$340.0M
Proceeds from issuance of long-term debt
$750.0M
$800.0M
$0
Repayment of long-term debt
-$431.6M
-$608.7M
-$20.7M
Payment of deferred financing and other debt-related costs
-$13.8M
-$12.1M
$0
Repurchase and retirement of Class A common stock
-$500.4M
-$300.2M
-$125.0M
Proceeds from issuance of Class A common stock
$1.9M
$21.9M
$9.2M
Principal payments on capital lease obligations
-$149.0K
-$98.0K
-$193.0K
Payment of share repurchase excise tax
-$2.5M
-$1.0M
$0
Distributions to members of Pla-Fit Holdings
-$1.5M
-$4.8M
-$4.6M
Net cash used in financing activities
-$198.1M
-$105.0M
-$141.4M
Effects of exchange rate changes on cash and cash equivalents
$2.1M
-$2.6M
$776.0K
Net increase (decrease) in cash, cash equivalents and restricted cash
$62.3M
$27.6M
-$150.4M
Cash paid for interest
$100.2M
$90.9M
$81.2M
Purchases of property and equipment included in accounts payable and accrued expenses
$18.4M
$11.4M
$18.6M
Fair value of clubs exchanged for equity-method investment
Planet Fitness sits at the top of its group. 53 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
AmundiFiled SC 13G/A on Planet Fitness, latest Nov 7, 2024 (2 filings since Feb 14, 2024)
Ameriprise FinancialFiled SC 13G/A on Planet Fitness, latest Feb 14, 2023 (2 filings since Feb 14, 2022)
Planet FitnessHampton, New Hampshire, United States
PLA-FIT FRANCHISE, LLC Subsidiary · 100% · Dover, Delaware, United States
Dowler Holdings, LLC Subsidiary · Delaware, United States
GSH West Palm East, LLC Subsidiary · Florida, United States
Hendersonville Fitness, LLC Subsidiary · North Carolina, United States
Montgomery Fitness Group, LLC Subsidiary · Delaware, United States
Origin Fitness Holdings, LLC Subsidiary · Delaware, United States
Origin Fitness, S.L. Subsidiary · Spain
PF FL 16, LLC Subsidiary · Florida, United States
PF Florence, LLC Subsidiary · South Carolina, United States
PF NC Holdings, LLC Subsidiary · Florida, United States
PF Palmetto Holdings. LLC Subsidiary · Delaware, United States
PFIP International, LLC Subsidiary · Delaware, United States
PFIP, LLC Subsidiary · New Hampshire, United States
Pla-Fit Canada Equipment Inc. Subsidiary · Canada
Pla-Fit Canada Franchise Inc. Subsidiary · Canada
Pla-Fit Canada Inc. Subsidiary · Canada
Pla-Fit Health LLC Subsidiary · New Hampshire, United States
Pla-Fit Health NJNY LLC Subsidiary · New Hampshire, United States
Pla-Fit Holdings, LLC Subsidiary · Delaware, United States
Planet Fitness Assetco LLC Subsidiary · Delaware, United States
Planet Fitness Australia Equipment Pty Ltd Subsidiary · Australia
Planet Fitness Australia Franchise Pty Ltd Subsidiary · Australia
Planet Fitness Australia Holdings, LLC Subsidiary · New Hampshire, United States
Planet Fitness Australia Pty Ltd Subsidiary · Australia
Planet Fitness Blocker, LLC Subsidiary · Delaware, United States
and 27 more
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Planet Fitness reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Our Club Support Center is located in Hampton, New Hampshire and consists of approximately 71,700 sq. ft. of leased office space. It is the base of operations for our executive management and nearly all of the employees who provide our primary corporate and franchisee support functions.
Corporate-Owned Clubs
The rest of Item 2
We lease all but one of our corporate-owned clubs. Our club leases typically have initial terms of 10 to 12 years and typically include one or more renewal options that can generally extend the lease term from three to 10 years or more, exercisable at our discretion. The following table lists all of our corporate-owned club counts by state, province or country as of December 31, 2025:
State/Province/Country · Club Count
Florida · 68
New York · 42
South Carolina · 39
Georgia · 25
Pennsylvania · 23
New Hampshire · 23
North Carolina · 17
New Jersey · 17
Spain · 13
Alabama · 6
Maine · 6
Delaware · 5
Massachusetts · 4
Ontario · 2
Vermont · 2
Total · 292
Franchisee Clubs
Franchisees own or directly lease from a third-party each Planet Fitness franchise location. We have not historically owned or entered into leases for Planet Fitness franchise clubs and generally do not guarantee franchisees’ lease agreements, although we have done so in a few certain instances and may do so from time to time.
In 1992, Planet Fitness founders Michael and Marc Grondahl acquired a struggling Gold's Gym franchise in Dover, New Hampshire. They eventually closed that original location, opened a gym called Coastal Fitness, and brought on a third partner, Chris Rondeau. In 2002, they purchased the rights to the name Planet Fitness from Rick Berks and renamed their franchise.
Berks had started his own Planet Fitness gym in 1993 in Sunrise, Florida, and eventually expanded it to three clubs, along with a Gold's Gym franchise. The company name was derived from his daughter's school project, which was titled "Fitness Planet."
In the fall of 2013, TSG Consumer Partners LLC became an equity partner in the Planet Fitness franchise. Michael Grondahl, co-founder of Planet Fitness stepped down as CEO, and was succeeded by Chris Rondeau. The company went public on August 6, 2015. In 2023, Rondeau left the company. Colleen Keating became CEO in 2024.
Planet Fitness' founding business model focused on the needs of occasional or first-time health club members, rather than more experienced members. In 1999 Planet Fitness launched 'Pizza Monday' which offered free pizza on the first Monday night of each month, this ended in 2020. Since 2024, however, the company has broadened its appeal to include more experienced gym goers by adding equipment and amenities to meet their needs, emphasizing that all levels of fitness are welcome.
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Controversies and legal
Criticism
A 2010 article in Men's Health criticized Planet Fitness for prohibiting certain weightlifting exercises—such as deadlifts and clean-and-jerks—that many experts believe are highly effective. Planet Fitness gyms have a "lunk alarm," a loud siren and rotating light that may be used when a weightlifter grunts too loudly or drops weights. This has alienated some gym goers.
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
370 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 62 major events, 223 insider forms, 32 large holders, 32 other. The latest 20:
24 open-market trades by officers, directors and large owners since October 2021: 6 buys and 18 sales. Grants, option exercises and gifts are left out.
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.
From the cover page of the 10-K filed Feb 25, 2026 (Section 12(b) of the Exchange Act).20
Risk factors and legal proceedings
The risks Planet Fitness names in Item 1A of its 10-K filed Feb 25, 2026: 56 risks under these headings, as written.20
We could be adversely impacted by various risks and uncertainties. If any of these risks actually occur, our business, financial condition, operating results, cash flow and prospects may be materially and adversely affected. As a result, the trading price of our Class A common stock could decline.
Risks related to our business and industry
Risks related to our indebtedness
Risks related to our organizational structure
Risks related to our Investment Portfolio
Risks related to our Class A common stock
Our success depends substantially on the value of our brand.
The high level of competition in the health, fitness and wellness industry could materially and adversely affect our business.
If we are unable to anticipate and satisfy consumer preferences and shifting views of health and fitness, our business may be adversely affected.
If we fail to obtain and retain high-profile strategic partnership arrangements, or if the reputation of any of our partners is impaired, our business may suffer.
Our and our franchisees’ clubs may be unable to attract and retain members, which would materially and adversely affect our business, results of operations and financial condition.
Our intellectual property rights, including trademarks, trade names, copyrights and trade dress, may be infringed, misappropriated or challenged by others.
The other 49 risks
We and our franchisees rely heavily on information systems, and any material failure, interruption or weakness may prevent us from effectively operating our business and damage our reputation.
Use of email marketing, mobile application and social media may adversely impact our reputation or subject us to fines or other penalties.
If we fail to properly maintain the confidentiality and integrity of our data, including member credit card, debit card, bank account information and other personally identifiable information, our reputation and business could be materially and adversely affected.
The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of confidential information, and/or damage to our employee and business relationships and reputation, all of which could subject us to loss and harm our brand and our business.
If we fail to successfully implement our growth strategy, which includes new club development by existing and new franchisees, our ability to increase our revenues and operating profits could be adversely affected.
Our planned growth could place strains on our management, employees, information systems and internal controls, which may adversely impact our business.
Changes in the industry could place strains on our management, employees, information systems and internal controls, which may adversely impact our business.
If we cannot retain our key employees and hire additional highly qualified employees, we may not be able to successfully manage our businesses and pursue our strategic objectives.
Economic, political and other risks associated with our international operations could adversely affect our profitability and international growth prospects.
Our financial results are affected by the operating and financial results of, and our relationships with, our franchisees.
Our franchisees could take actions that harm our business.
We are subject to a variety of additional risks associated with our franchisees.
Franchisee changes in control.
Some of our franchisees are operating entities.
Franchise agreement termination; nonrenewal.
Franchisee litigation; effects of regulatory efforts.
Franchise agreements and franchisee relationships.
Construction and maintenance costs.
We and our franchisees could be subject to claims related to health and safety risks to members that arise while at both our corporate-owned and franchise clubs.
Regulatory restrictions placed on indoor tanning services and negative opinions about the health effects of indoor tanning services could harm our reputation and our business.
Environmental, social and governance (ESG) issues may have an adverse effect on our business, financial condition and results of operations and damage our reputation.
Changes in legislation or requirements related to electronic fund transfer, or our failure to comply with existing or future regulations, may materially and adversely impact our business.
We are subject to a number of risks related to ACH, credit card, debit card, and digital payment options we accept.
We are subject to risks associated with leasing property subject to long-term non-cancelable leases.
If we and our franchisees are unable to identify and secure suitable sites for new franchise clubs, our revenue growth rate and profits may be negatively impacted.
Opening new clubs in close proximity may negatively impact our existing clubs’ revenues and profitability.
Our franchisees may incur rising costs related to construction of new clubs and maintenance of existing clubs, which could adversely affect the attractiveness of our franchise model, and in turn our business, results of operations and financial condition.
Our dependence on a limited number of suppliers for equipment and certain products and services could result in disruptions to our business and could adversely affect our revenues and gross profit.
The accounting treatment of goodwill, equity method investments and other long-lived assets could result in future asset impairments, which would reduce our earnings.
Our adoption or non-adoption of artificial intelligence could result in an adverse impact on our performance or reputation or otherwise result in liability.
Substantially all of the assets of certain of our subsidiaries are security under the terms of securitization transactions that were completed on August 1, 2018, December 3, 2019, February 10, 2022, June 12, 2024 and December 15, 2025.
The securitization imposes certain restrictions on our activities or the activities of our subsidiaries.
We have a significant amount of debt outstanding. Such indebtedness, along with the other contractual commitments of certain of our subsidiaries, could adversely affect our business, financial condition and results of operations, as well as the ability of certain of our subsidiaries to meet their debt payment obligations.
We will require a significant amount of cash to service our indebtedness. The ability to generate cash or refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control.
We will be required to pay certain of our existing and previous owners for certain tax benefits we may claim, and we expect that the payments we will be required to make will be substantial.
In certain cases, payments under the tax receivable agreements to our TRA Holders may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreements.
We will not be reimbursed for any payments made to the TRA Holders under the tax receivable agreements in the event that any tax benefits are disallowed.
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
Our ability to pay taxes and expenses, including payments under the tax receivable agreements, may be limited by our structure.
In certain circumstances, Pla-Fit Holdings will be required to make distributions to us and the Continuing LLC Owners, and the distributions that Pla-Fit Holdings will be required to make may be substantial.
Our marketable debt securities portfolio is subject to credit, liquidity, market, and interest rate risks that could cause its value to decline and materially adversely affect our financial condition.
Provisions of our corporate governance documents could make an acquisition of our Company more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.
Our organizational structure, including the tax receivable agreements, confers certain benefits upon the TRA Holders and the Continuing LLC Owners that do not benefit Class A common stockholders to the same extent as it will benefit the TRA Holders and the Continuing LLC Owners.
If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.
Our certificate of incorporation designates courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our stock price could be extremely volatile, and, as a result, stockholders may not be able to resell shares at or above their purchase price.
Because we do not currently pay any cash dividends on our Class A common stock, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.
We cannot guarantee that our share repurchase program will be fully consummated or that such program will enhance the long-term value of our share price.
Financial forecasting may differ materially from actual results.
Legal proceedings
We are involved in various claims and legal actions that arise in the ordinary course of business. We do not believe that the ultimate resolution of these actions will have a material adverse effect on our financial position, results of operations, liquidity and capital resources. See Note 17 - Commitments and Contingencies to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
