
F45 Training
Initial Investment Range
$349,200 to $786,100
Franchise Fee
$228,000 to $254,600
The franchise is for the establishment and operation of an F45 training studio which provides exercise training that involves alternating periods of short, intense anaerobic exercise.
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F45 Training March 31, 2025 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.
Franchisor Stability Risks
Start HereDisclosure of Franchisor's Financial Instability
High Risk
Explanation
The franchisor’s audited financial statements in Exhibit C reveal significant and persistent net losses for the past three fiscal years, including a loss of over $24 million in 2024. The balance sheet shows a large accumulated deficit exceeding $200 million. This financial weakness may impact the franchisor's ability to provide support, invest in the brand, and fulfill its obligations to you, creating substantial risk for your investment.
Potential Mitigations
- Your accountant must conduct a thorough analysis of the franchisor's financial statements, including all footnotes and cash flow statements, to assess its long-term viability.
- Discuss the franchisor’s strategies for achieving profitability and the potential impact of its financial condition on your business with your financial advisor.
- An attorney should review any state-specific financial assurance requirements, such as bonds or escrow, that may apply due to the franchisor's financial state.
High Franchisee Turnover
High Risk
Explanation
Item 20 tables show a high number of units leaving the system. In 2024, 72 franchised outlets were terminated, not renewed, or otherwise ceased operations. In 2023, that number was 75. This represents an annual churn rate of approximately 9-10% of the starting franchise base for each year. Such significant turnover is a strong indicator of potential systemic issues, which could include franchisee unprofitability, dissatisfaction, or inadequate support.
Potential Mitigations
- A business advisor can help you analyze the turnover data in Item 20 to understand the trends over the last three years.
- It is critical to contact a significant number of former franchisees listed in Exhibit F to understand their reasons for leaving the system.
- Your attorney should help you formulate questions for the franchisor regarding the high rate of terminations and cessations.
Rapid System Growth
Medium Risk
Explanation
The system experienced rapid growth in 2022 and 2023 but is now contracting, with a net loss of 38 franchised units in 2024. This pattern suggests the franchisor may have expanded faster than its support infrastructure could handle, potentially leading to the current high turnover rates. A shrinking system could face challenges with brand recognition, franchisee morale, and the resources available for ongoing support, which may affect your business.
Potential Mitigations
- With your business advisor, question the franchisor about their capacity and plans for supporting the existing system, especially in light of recent contraction.
- Interview a broad range of existing franchisees about the current quality and responsiveness of the franchisor's support.
- Your accountant should review the franchisor's financials in Item 21 to assess if they have the resources to support the current number of franchisees.
New/Unproven Franchise System
Low Risk
Explanation
This risk was not identified in the FDD Package. F45 Training Incorporated (F45) began offering franchises in 2015 and has a significant number of operating units, indicating it is not a new or unproven system. However, the stability of any system, regardless of age, depends on its financial health and franchisee success, which should be independently evaluated.
Potential Mitigations
- Always conduct thorough due diligence, even with established systems, by speaking with a wide range of current and former franchisees.
- A franchise attorney can help you evaluate the entire FDD package for any signs of systemic weakness or instability.
- Engaging an accountant to review the franchisor's financial statements is crucial for assessing its current health.
Possible Fad Business
Low Risk
Explanation
This risk was not identified in the FDD Package. The F45 business is centered on functional fitness training, a segment of the broader health and wellness industry that has shown sustained consumer interest. While fitness trends can change, the core business model does not appear to be based on a short-term fad. Your success will still depend on local market factors and operational execution.
Potential Mitigations
- A business advisor can help you independently research the long-term market demand for this type of fitness studio in your specific area.
- Evaluate the franchisor's plans for innovation and adaptation to stay relevant in the competitive fitness market.
- Assess the business model’s resilience to economic shifts and changing consumer tastes with your financial advisor.
Inexperienced Management
Low Risk
Explanation
This risk was not identified in the FDD Package. The executive team members listed in Item 2 generally appear to have backgrounds in relevant fields such as business management, finance, and marketing, including prior experience within the F45 system or other large companies. However, the effectiveness of management is best judged by the health of the system and franchisee satisfaction.
Potential Mitigations
- It is still prudent to discuss the management team's reputation and effectiveness with current and former franchisees.
- A business advisor can help you assess whether the executive team's collective experience aligns with the support needs of a franchisee.
- Review the litigation history in Item 3 and turnover rates in Item 20 with your attorney for insights into management's historical performance.
Private Equity Ownership
Low Risk
Explanation
This risk was not identified in the FDD Package. F45 Training Holdings Inc., the ultimate parent, is a publicly traded company. While this involves accountability to shareholders, it does not fit the typical private equity model of a short-term holding period and exit strategy. Risks associated with public companies include pressure to meet quarterly earnings, which can still affect decisions impacting franchisees.
Potential Mitigations
- Your business advisor can help you research the parent company's performance and analyst reports to understand its strategic direction.
- Speaking with franchisees about any changes in support or system focus since the company went public is a valuable due diligence step.
- Your attorney should review the Franchise Agreement for clauses related to assignment or sale of the system.
Non-Disclosure of Parent Company
Low Risk
Explanation
This risk was not identified in the FDD Package. F45 clearly discloses its ultimate parent, F45 Training Holdings Inc., in Item 1. As the franchisor itself is the entity with audited financials, and there is no parent guarantee mentioned that would necessitate the parent's financials being included, the disclosure appears compliant in this regard. The franchisor's own financials are provided for review.
Potential Mitigations
- Your attorney should always verify the corporate structure and identify all parent and affiliate companies involved in the franchise system.
- If a parent company provides essential services or guarantees, your accountant should confirm that its financial statements are included and properly reviewed.
- Clarifying the specific roles and obligations of any parent or affiliate company is a critical step in due diligence.
Predecessor History Issues
Low Risk
Explanation
This risk was not identified in the FDD Package. Item 1 does not mention any predecessors from which F45 acquired the business. The franchisor, F45 Training Incorporated, appears to be the original entity that developed and began franchising the system. Therefore, there is no hidden negative history from a predecessor to consider.
Potential Mitigations
- Your attorney should always confirm the history of the business as disclosed in Item 1.
- Asking long-term franchisees about the history of the company can sometimes reveal information not present in the FDD.
- A business advisor can help you research the company's origins to ensure there are no undisclosed predecessor entities.
Pattern of Litigation
High Risk
Explanation
Item 3 discloses a significant number of lawsuits brought by franchisees alleging fraud, breach of contract, and violations of franchise disclosure laws. It also details several consent orders and a settlement agreement with state regulators in Washington, California, and Michigan for violations including making untrue statements and using unlawful financial performance representations. This extensive history of disputes and regulatory actions indicates a high-risk pattern of litigation and compliance issues for the franchisor.
Potential Mitigations
- Your franchise attorney must conduct a detailed review of every litigation case and regulatory action disclosed in Item 3.
- It is critical to discuss this history with the franchisor and, more importantly, with current and former franchisees to understand the context.
- A significant pattern of franchisee-initiated litigation and regulatory enforcement actions should be considered a major red flag in your investment decision.
Disclosure & Representation Risks
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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Financial & Fee Risks
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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Legal & Contract Risks
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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Territory & Competition Risks
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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Regulatory & Compliance Risks
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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Franchisor Support Risks
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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Operational Control Risks
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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Term & Exit Risks
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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Miscellaneous Risks
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.