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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
August 5, 2024
Date of Report (Date of earliest event reported)  
 Planet Fitness, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware 001-37534 38-3942097
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
4 Liberty Lane West
Hampton, NH 03842
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (603) 750-0001
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 Par ValuePLNTNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐


Item 2.02Results of Operations and Financial Condition.
On August 6, 2024, Planet Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2024. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2024, the Company entered into a transition agreement (the “Transition Agreement”) and a consulting agreement (the “Consulting Agreement”) with the Company’s Chief Financial Officer, Tom Fitzgerald, in order to provide the Company additional time to identify, retain and onboard its next Chief Financial Officer. Pursuant to the terms of the Transition Agreement, Mr. Fitzgerald has agreed to remain employed with the Company through December 31, 2024. Provided that he remains employed with the Company through December 31, 2024, Mr. Fitzgerald will be entitled to receive his 2024 annual cash bonus, payable in accordance with the terms of the Company’s annual bonus plan on the date that bonuses are paid to active employees of the Company. Pursuant to the terms of the Consulting Agreement, effective January 1, 2025, Mr. Fitzgerald will serve as a consultant to the Company through March 31, 2025 and will receive a consulting fee of $10,000 per month through the term of the Consulting Agreement for his services. In addition, any outstanding equity-based awards held by Mr. Fitzgerald will continue to vest in accordance with their terms during the period he provides consulting services to the Company. Pursuant to the Consulting Agreement, if the Company terminates Mr. Fitzgerald’s consulting services without cause prior to March 31, 2025, any equity awards held by Mr. Fitzgerald that would otherwise have vested by their terms on or before March 31, 2025 will become vested as of the date of such termination.

The foregoing descriptions of the material terms of the Transition Agreement and the Consulting Agreement for Mr. Fitzgerald do not purport to be complete and are qualified in their entirety by reference to the full text of the Transition Agreement and the Consulting Agreement, copies of which will be filed with the SEC as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

Item 9.01Financial Statements and Exhibits.
 
(d)Exhibits
 
   
Exhibit No.  Description
  
99.1  
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
PLANET FITNESS, INC.
  
By: /s/ Thomas Fitzgerald
Name:
Title:		 Thomas Fitzgerald
Chief Financial Officer
Dated: August 6, 2024


Exhibit 99.1
Planet Fitness, Inc. Announces Second Quarter 2024 Results
Reiterates 2024 outlook
Consummated $800 million refinancing transaction
Executed $280 million Accelerated Share Repurchase in second quarter

Hampton, NH, August 6, 2024 - Today, Planet Fitness, Inc. (NYSE: PLNT) reported financial results for its second quarter ended June 30, 2024.
“Since I stepped into the CEO role in June, I have become even more confident and excited about my decision to join such an iconic brand, supported by a strong foundation and team, a solid base of approximately 100 franchisees, and approximately 19.7 million members,” said Colleen Keating, Chief Executive Officer. “During the quarter, we continued to demonstrate the unique strength of our asset-light, highly franchised business model by refinancing a portion of our debt and entering a $280 million accelerated share repurchase program as we strive to deliver enhanced shareholder value.”
Ms. Keating continued, “As we enter our next chapter, we are committed to further defining our growth ambition and capitalizing on the meaningful opportunities across the industry both in the U.S. and internationally. This includes maintaining a steadfast focus on delivering an unparalleled member experience, evolving our brand messaging and operating under the principle that when our franchisees win, we win. By doing so, I’m confident in our potential for long-term sustainable growth of stores and members, and our ability to deliver significant value for shareholders.”
Second Quarter Fiscal 2024 Highlights
•Total revenue increased from the prior year period by 5.1% to $300.9 million.
•System-wide same store sales increased 4.2%.
•System-wide sales increased to $1.2 billion from $1.1 billion in the prior year period.
•Net income attributable to Planet Fitness, Inc. was $48.6 million, or $0.56 per diluted share, compared to $41.1 million, or $0.48 per diluted share, in the prior year period.
•Net income increased $5.1 million to $49.3 million, compared to $44.2 million in the prior year period.
•Adjusted net income(1) increased $4.5 million to $62.2 million, or $0.71 per diluted share(1), compared to $57.7 million, or $0.65 per diluted share, in the prior year period.
•Adjusted EBITDA(1) increased $8.6 million to $127.5 million from $118.9 million in the prior year period.
•18 new Planet Fitness stores were opened system-wide during the period, which included 17 franchisee-owned and 1 corporate-owned stores, bringing system-wide total stores to 2,617 as of June 30, 2024.
•Cash and marketable securities of $447.7 million, which includes cash and cash equivalents of $247.0 million, restricted cash of $47.8 million and marketable securities of $152.9 million as of June 30, 2024.
(1) Adjusted net income, Adjusted EBITDA and Adjusted net income per share, diluted are non-GAAP measures. For reconciliations of Adjusted EBITDA and Adjusted net income to U.S. GAAP (“GAAP”) net income and a computation of Adjusted net income per share, diluted, see “Non-GAAP Financial Measures” accompanying this press release.
Operating Results for the Second Quarter Ended June 30, 2024
For the second quarter of 2024, total revenue increased $14.5 million or 5.1% to $300.9 million from $286.5 million in the prior year period, including system-wide same store sales growth of 4.2%. By segment:
•Franchise segment revenue increased $8.9 million or 9.1% to $107.8 million from $98.8 million in the prior year period. Of the increase, $6.3 million was due to higher royalty revenue, of which $3.1 million was attributable to a franchise same store sales increase of 4.3%, $1.8 million was attributable to new stores opened since April 1, 2023 and $1.3 million was from higher royalties on annual fees. Franchise segment revenue also includes $2.1 million of higher National Advertising Fund (“NAF”) revenue;
•Corporate-owned stores segment revenue increased $11.7 million or 10.3% to $125.5 million from $113.8 million in the prior year period. Of the increase, $6.6 million was attributable to corporate-owned stores included in the same store sales base, of which $1.9 million was attributable to a same store sales increase of 4.0%, $1.9 million was attributable to higher annual fee revenue and $2.9 million was attributable to other fees. Additionally, $5.1 million was from new stores opened and acquired since April 1, 2023; and


•Equipment segment revenue decreased $6.2 million or 8.4% to $67.7 million from $73.9 million in the prior year period. Of the decrease, $4.7 million was due to lower revenue from equipment sales to new franchisee-owned stores and $1.5 million was due to lower revenue from equipment sales to existing franchisee-owned stores. In the second quarter of 2024, we had equipment sales to 18 new franchisee-owned stores compared to 26 in the prior year period.
For the second quarter of 2024, net income attributable to Planet Fitness, Inc. was $48.6 million, or $0.56 per diluted share, compared to $41.1 million, or $0.48 per diluted share, in the prior year period. Net income was $49.3 million in the second quarter of 2024 compared to $44.2 million in the prior year period. Adjusted net income increased 7.8% to $62.2 million, or $0.71 per diluted share, from $57.7 million, or $0.65 per diluted share, in the prior year period. Adjusted net income has been adjusted to reflect a normalized income tax rate of 25.8% and 25.9% for the second quarter of 2024 and 2023, respectively, and excludes certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see “Non-GAAP Financial Measures”).
Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see “Non-GAAP Financial Measures”), increased 7.2% to $127.5 million from $118.9 million in the prior year period.
Segment EBITDA represents our Total Segment EBITDA broken down by the Company’s reportable segments. Total Segment EBITDA is equal to EBITDA, which is defined as net income before interest, taxes, depreciation and amortization (see “Non-GAAP Financial Measures”).
•Franchise segment EBITDA increased $11.3 million or 17.1% to $77.4 million. The increase is primarily the result of a $8.9 million increase in franchise segment revenue as described above, as well as a $3.1 million legal reserve that negatively impacted the second quarter of 2023 and $1.5 million of lower selling, general and administrative expense in the second quarter of 2024, partially offset by $2.2 million of higher NAF expense;
•Corporate-owned stores segment EBITDA increased $0.6 million or 1.2% to $49.3 million. The increase was primarily attributable to $0.8 million from the corporate-owned same store sales increase of 4.0%.
•Equipment segment EBITDA increased $1.4 million or 8.4% to $18.6 million. The increase was primarily driven by higher margin equipment sales related to an updated equipment mix as a result of the adoption of the new growth model.
Share Repurchase Program
On June 12, 2024, we entered into a $280 million accelerated share repurchase agreement (the “ASR Agreement”) with Citibank, N.A. (the “Bank”). On June 14, 2024, we paid the Bank $280 million in cash and received approximately 3.1 million shares of our Class A common stock, which were retired.
At final settlement, the Bank may be required to deliver additional shares of our Class A common stock to us, which will be retired upon delivery, or, under certain circumstances, we may be required to deliver shares of our Class A common stock or may elect to make a cash payment to the Bank. The final number of shares to be repurchased will be determined based on the volume-weighted average stock price of our Class A common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. Final settlement of the ASR Agreement will be completed during the third quarter of 2024. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR Agreement may be accelerated, extended or terminated early by the Bank and various acknowledgments, representations and warranties made by the parties to one another. As of June 30, 2024, there is approximately $75.0 million remaining under the Company’s 2022 share repurchase program.
On June 13, 2024, the Company’s board of directors approved a share repurchase program of up to $500 million, contingent upon, and effective at, the completion of the ASR Agreement, to replace the Company’s 2022 share repurchase program.
2024 Outlook
For the year ending December 31, 2024, the Company is reiterating the following expectations:
•New equipment placements of approximately 120 to 130 in franchisee-owned locations
•System-wide new store openings of approximately 140 to 150 locations
The Company is also reiterating the following growth expectations over its 2023 results:
•System-wide same store sales in the 3% to 5% percentage range
•Revenue to increase in the 4% to 6% range
•Adjusted EBITDA to increase in the 7% to 9% range


•Adjusted net income to increase in the 4% to 6% range
•Adjusted net income per share, diluted to increase in the 7% to 9% range, based on adjusted diluted weighted-average shares outstanding of approximately 86.5 million, inclusive of the shares expected to be repurchased as part of the ASR Agreement.
The Company continues to expect 2024 net interest expense to be approximately $75.0 million (excluding the write-off of deferred financing costs associated with our debt refinancing transaction). It also expects capital expenditures to increase approximately 25% driven by additional stores in our corporate-owned portfolio and depreciation and amortization to increase in the 11% to 12% range.

Presentation of Financial Measures
Planet Fitness, Inc. (the “Company”) was formed in March 2015 for the purpose of facilitating the initial public offering (the “IPO”) and related recapitalization transactions that occurred in August 2015, and in order to carry on the business of Pla-Fit Holdings, LLC (“Pla-Fit Holdings”) and its subsidiaries. As the sole managing member of Pla-Fit Holdings, the Company operates and controls all of the business and affairs of Pla-Fit Holdings, and through Pla-Fit Holdings, conducts its business. As a result, the Company consolidates Pla-Fit Holdings’ financial results and reports a non-controlling interest related to the portion of Pla-Fit Holdings not owned by the Company.
The financial information presented in this press release includes non-GAAP financial measures such as EBITDA, Segment EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted, to provide measures that we believe are useful to investors in evaluating the Company’s performance. These non-GAAP financial measures are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered in isolation or as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted. The Company’s presentation of Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted, should not be construed as an inference that the Company’s future results will be unaffected by similar amounts or other unusual or nonrecurring items. See the tables at the end of this press release for a reconciliation of EBITDA, Adjusted EBITDA, Total Segment EBITDA, Adjusted net income, and Adjusted net income per share, diluted, to their most directly comparable GAAP financial measure.
The non-GAAP financial measures used in our full-year outlook will differ from net income and net income per share, diluted, determined in accordance with GAAP in ways similar to those described in the reconciliations at the end of this press release. We do not provide guidance for net income or net income per share, diluted, determined in accordance with GAAP or a reconciliation of guidance for Adjusted net income and Adjusted net income per share, diluted, to the most directly comparable GAAP measure because we are not able to predict with reasonable certainty the amount or nature of all items that will be included in our net income and net income per share, diluted, for the year ending December 31, 2024. These items are uncertain, depend on many factors and could have a material impact on our net income and net income per share, diluted, for the year ending December 31, 2024, and therefore cannot be made available without unreasonable effort.
Same store sales refers to year-over-year sales comparisons for the same store sales base of both corporate-owned and franchisee-owned stores, which is calculated for a given period by including only sales from stores that had sales in the comparable months of both years. We define the same store sales base to include those stores that have been open and for which monthly membership dues have been billed for longer than 12 months. We measure same store sales based solely upon monthly dues billed to members of our corporate-owned and franchisee-owned stores.
Investor Conference Call
The Company will hold a conference call at 8:00AM (ET) on August 6, 2024 to discuss the news announced in this press release. A live webcast of the conference call will be accessible at www.planetfitness.com via the “Investor Relations” link. The webcast will be archived on the website for one year.
About Planet Fitness
Founded in 1992 in Dover, NH, Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the world by number of members and locations. As of June 30, 2024, Planet Fitness had approximately 19.7 million members and 2,617 stores in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia. The Company’s mission is to enhance people’s lives by providing a high-quality fitness experience in a welcoming, non-


intimidating environment, which we call the Judgement Free Zone®. More than 90% of Planet Fitness stores are owned and operated by independent business men and women.
Investor Contact:
Stacey Caravella
investor@planetfitness.com
603-750-4674
Media Contacts:
McCall Gosselin, Planet Fitness
mccall.gosselin@pfhq.com
603-957-4650

Brittany Fraser, ICR
Brittany.Fraser@icrinc.com
917-658-8750
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include the Company’s statements with respect to expected future performance presented under the heading “2024 Outlook,” those attributed to the Company’s Chief Executive Officer in this press release, the Company’s expected membership growth and store growth, share repurchases and the timing thereof, ability to deliver future shareholder value, and other statements, estimates and projections that do not relate solely to historical facts. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “goal,” “plan,” “prospect,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “ongoing,” “contemplate,” “future,” “strategy” and similar references to future periods, although not all forward-looking statements include these identifying words. Forward-looking statements are not assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of the business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results to differ materially include competition in the fitness industry, the Company’s and franchisees’ ability to attract and retain members, the Company’s and franchisees’ ability to identify and secure suitable sites for new franchise stores, changes in consumer demand, changes in equipment costs, the Company’s ability to expand into new markets domestically and internationally, operating costs for the Company and franchisees generally, availability and cost of capital for franchisees, acquisition activity, developments and changes in laws and regulations, our substantial increased indebtedness as a result of our refinancing and securitization transactions and our ability to incur additional indebtedness or refinance that indebtedness in the future, our future financial performance and our ability to pay principal and interest on our indebtedness, our corporate structure and tax receivable agreements, failures, interruptions or security breaches of the Company's information systems or technology, general economic conditions and the other factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2023 and, once available, the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2024, as well as the Company’s other filings with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in forward-looking statements, investors should not place undue reliance on forward-looking statements, which reflect the Company’s views only as of the date of this press release. Except as required by law, neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this release, whether as a result of new information, future developments or otherwise.

Planet Fitness, Inc. and subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except per share amounts)2024202320242023
Revenue:
Franchise$87,676 $80,846 $171,910 $156,726 
National advertising fund revenue20,114 17,996 39,900 34,800 
Franchise segment
107,790 98,842 211,810 191,526 
Corporate-owned stores125,466 113,759 247,844 219,640 
Equipment67,685 73,862 89,304 97,523 
Total revenue300,941 286,463 548,958 508,689 
Operating costs and expenses:
Cost of revenue51,934 59,457 70,927 78,810 
Store operations70,152 58,876 144,505 124,891 
Selling, general and administrative31,613 32,646 60,806 60,415 
National advertising fund expense20,112 17,890 39,904 34,878 
Depreciation and amortization39,817 36,767 79,197 72,777 
Other (gains) losses, net(66)3,825 418 7,761 
Total operating costs and expenses213,562 209,461 395,757 379,532 
Income from operations87,379 77,002 153,201 129,157 
Other income (expense), net:
Interest income5,616 4,163 11,077 8,094 
Interest expense(24,533)(21,468)(45,966)(43,067)
Other income, net1,043 370 1,690 483 
Total other expense, net(17,874)(16,935)(33,199)(34,490)
Income before income taxes69,505 60,067 120,002 94,667 
Provision for income taxes18,977 15,814 33,301 25,381 
Losses from equity-method investments, net of tax(1,216)(73)(2,416)(338)
Net income49,312 44,180 84,285 68,948 
Less: net income attributable to non-controlling interests672 3,045 1,336 5,109 
Net income attributable to Planet Fitness, Inc.$48,640 $41,135 $82,949 $63,839 
Net income per share of Class A common stock:
Basic$0.56 $0.49 $0.95 $0.76 
Diluted$0.56 $0.48 $0.95 $0.75 
Weighted-average shares of Class A common stock outstanding:
Basic86,809 84,618 86,859 84,532 
Diluted86,955 84,908 87,083 84,850 

Planet Fitness, Inc. and subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except per share amounts)June 30, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$246,961 $275,842 
Restricted cash47,800 46,279 
Short-term marketable securities103,197 74,901 
Accounts receivable, net of allowances for uncollectible amounts of $0 and $0 as of June 30, 2024 and December 31, 2023, respectively41,334 41,890 
Inventory5,200 4,677 
Restricted assets - national advertising fund12,268 — 
Prepaid expenses15,910 13,842 
Other receivables15,390 11,072 
Income tax receivable and prepayments5,790 3,314 
Total current assets493,850 471,817 
Long-term marketable securities
49,718 50,886 
Investments, net of allowance for expected credit losses of $18,246 and $17,689 as of June 30, 2024 and December 31, 2023, respectively75,599 77,507 
Property and equipment, net of accumulated depreciation of $374,324 and $322,958, as of June 30, 2024 and December 31, 2023, respectively400,239 390,405 
Right-of-use assets, net393,564 381,010 
Intangible assets, net346,993 372,507 
Goodwill719,063 717,502 
Deferred income taxes490,912 504,188 
Other assets, net4,102 3,871 
Total assets$2,974,040 $2,969,693 
Liabilities and stockholders’ deficit
Current liabilities:
Current maturities of long-term debt$20,500 $20,750 
Accounts payable29,728 23,788 
Accrued expenses56,898 66,299 
Equipment deposits5,138 4,506 
Deferred revenue, current76,052 59,591 
Payable pursuant to tax benefit arrangements, current49,181 41,294 
Other current liabilities34,629 35,101 
Total current liabilities272,126 251,329 
Long-term debt, net of current maturities2,156,551 1,962,874 
Lease liabilities, net of current portion401,405 381,589 
Deferred revenue, net of current portion34,114 32,047 
Deferred tax liabilities1,599 1,644 
Payable pursuant to tax benefit arrangements, net of current portion424,107 454,368 
Other liabilities3,968 4,833 
Total noncurrent liabilities3,021,744 2,837,355 
Stockholders’ equity (deficit):
Class A common stock, $0.0001 par value, 300,000 shares authorized, 84,496 and 86,760 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively
9 9 
Class B common stock, $0.0001 par value, 100,000 shares authorized, 650 and 1,397 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively
— — 
Accumulated other comprehensive (loss) income(1,096)172 
Additional paid in capital594,049 575,631 
Accumulated deficit(910,626)(691,461)
Total stockholders’ deficit attributable to Planet Fitness, Inc.(317,664)(115,649)
Non-controlling interests(2,166)(3,342)
Total stockholders’ deficit(319,830)(118,991)
Total liabilities and stockholders’ deficit$2,974,040 $2,969,693 

Planet Fitness, Inc. and subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)

Six Months Ended June 30,
(in thousands)20242023
Cash flows from operating activities:
Net income$84,285 $68,948 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization79,197 72,777 
Amortization of deferred financing costs2,634 2,731 
Loss on extinguishment of debt2,285 — 
Accretion of marketable securities discount(1,879)(944)
Losses from equity-method investments, net of tax2,416 338 
Dividends accrued on held-to-maturity investment(1,065)(979)
Credit loss on held-to-maturity investment557 95 
Deferred tax expense26,761 21,575 
Gain on re-measurement of tax benefit arrangement liability(1,349)— 
Loss on disposal of property and equipment903 — 
Loss on reacquired franchise rights— 110 
Equity-based compensation expense2,847 4,793 
Other397 (51)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable380 (781)
Inventory(544)(1,580)
Other assets and other current assets(6,313)4,431 
Restricted assets - national advertising fund(12,268)(9,918)
Accounts payable and accrued expenses(3,302)(13,427)
Other liabilities and other current liabilities(699)8,312 
Income taxes(2,632)1,368 
Payments pursuant to tax benefit arrangements(28,786)(21,780)
Equipment deposits632 3,654 
Deferred revenue18,653 17,313 
Leases4,838 345 
Net cash provided by operating activities167,948 157,330 
Cash flows from investing activities:
Additions to property and equipment(64,345)(45,143)
Acquisition of franchisees, net of cash acquired— (26,264)
Purchases of marketable securities(73,930)(119,614)
Maturities of marketable securities47,839 — 
Other investments— (10,000)
Net cash used in investing activities(90,436)(201,021)
Cash flows from financing activities:
Proceeds from issuance of long-term debt800,000 — 
Proceeds from issuance of Class A common stock9,808 8,372 
Principal payments on capital lease obligations(72)(107)
Repayment of long-term debt(599,437)(10,375)
Payment of deferred financing and other debt-related costs(12,055)— 
Repurchase and retirement of Class A common stock(300,205)(125,030)
Distributions paid to members of Pla-Fit Holdings(1,732)(3,736)
Net cash used in financing activities(103,693)(130,876)
Effects of exchange rate changes on cash and cash equivalents(1,179)728 
Net decrease in cash, cash equivalents and restricted cash(27,360)(173,839)
Cash, cash equivalents and restricted cash, beginning of period322,121 472,499 
Cash, cash equivalents and restricted cash, end of period$294,761 $298,660 
Supplemental cash flow information:
Cash paid for interest$40,814 $40,693 
Net cash paid for income taxes$9,168 $2,763 
Non-cash investing activities:
Non-cash additions to property and equipment included in accounts payable and accrued expenses$18,645 $15,058 

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)

To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses the following non-GAAP financial measures: EBITDA, Total Segment EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted (collectively, the “non-GAAP financial measures”). The Company believes that these non-GAAP financial measures, when used in conjunction with GAAP financial measures, are useful to investors in evaluating our operating performance. These non-GAAP financial measures presented in this release are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered in isolation or as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted. The Company’s presentation of Adjusted EBITDA, Adjusted net income, and Adjusted net income per share, diluted, should not be construed as an inference that the Company’s future results will be unaffected by unusual or nonrecurring items.
EBITDA, Segment EBITDA and Adjusted EBITDA
We refer to EBITDA and Adjusted EBITDA as we use these measures to evaluate our operating performance and we believe these measures are useful to investors in evaluating our performance. We have also disclosed Segment EBITDA as an important financial metric utilized by the Company to evaluate performance and allocate resources to segments in accordance with ASC 280, Segment Reporting. We define EBITDA as net income before interest, taxes, depreciation and amortization. Segment EBITDA sums to Total Segment EBITDA which is equal to the Non-GAAP financial metric EBITDA. We believe that EBITDA, which eliminates the impact of certain expenses that we do not believe reflect our underlying business performance, provides useful information to investors to assess the performance of our segments as well as the business as a whole. Our Board of Directors also uses EBITDA as a key metric to assess the performance of management. We define Adjusted EBITDA as EBITDA, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company’s core operations. We believe that Adjusted EBITDA is an appropriate measure of operating performance in addition to EBITDA because it eliminates the impact of other items that we believe reduce the comparability of our underlying core business performance from period to period and is therefore useful to our investors.


Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)

A reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA is set forth below.
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2024202320242023
Net income$49,312 $44,180 $84,285 $68,948 
Interest income(5,616)(4,163)(11,077)(8,094)
Interest expense24,533 21,468 45,966 43,067 
Provision for income taxes18,977 15,814 33,301 25,381 
Depreciation and amortization39,817 36,767 79,197 72,777 
EBITDA127,023 114,066 231,672 202,079 
Purchase accounting adjustments-revenue(1)
42 247 62 333 
Purchase accounting adjustments-rent(2)
171 184 342 288 
Loss on reacquired franchise rights(3)
— 110 — 110 
Transaction fees and acquisition-related costs(4)
— — — 394 
Severance costs(5)
— 1,220 1,602 1,220 
Executive transition costs(6)
1,348 — 1,631 — 
Legal matters(7)
— 2,950 — 6,250 
Loss (gain) on adjustment of allowance for credit losses on held-to-maturity investment(8)
82 (160)557 95 
Dividend income on held-to-maturity investment(9)
(537)(496)(1,065)(979)
Tax benefit arrangement remeasurement(10)
(987)— (1,349)— 
Amortization of basis difference of equity-method investments(11)
240 — 469 — 
Other(12)
121 818 (107)(640)
Adjusted EBITDA$127,503 $118,939 $233,814 $209,150 
(1) Represents the impact of revenue-related purchase accounting adjustments associated with the acquisition of Pla-Fit Holdings on November 8, 2012 by TSG (the “2012 Acquisition”). At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred area development agreement fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected up front but recognizes for GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805—Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. These amounts represent the additional revenue that would have been recognized if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.
(2) Represents the impact of rent related purchase accounting adjustments. In accordance with guidance in ASC 805—Business Combinations, in connection with the 2012 Acquisition, the Company’s deferred rent liability was required to be written off as of the acquisition date and rent was recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall rent expense each period than would have otherwise been recorded had the deferred rent liability not been written off as a result of the acquisition push down accounting applied in accordance with ASC 805. The rent related purchase accounting adjustments are adjustments to rent expense recorded in store operations on our condensed consolidated statements of operations, which reflect the difference between the higher rent expense recorded in accordance with GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred as well as the amortization of favorable and unfavorable lease intangible assets.
(3) Represents the impact of a non-cash loss recorded in accordance with ASC 805 – Business Combinations related to our acquisition of franchisee-owned stores. The loss recorded under U.S. GAAP represents the difference between the fair value and the contractual terms of the reacquired franchise rights and is included in other (gains) losses, net on our condensed consolidated statement of operations.
(4) Represents transaction fees and acquisition-related costs incurred in connection with our acquisition of franchisee-owned stores.
(5) Represents severance related expenses recorded in connection with a reduction in force during the six months ended June 30, 2024 and the elimination of the President and Chief Operating Officer position during the three and six months ended June 30, 2023.
(6) Represents certain expenses recorded in connection with the departure of the former Chief Executive Officer, including costs associated with the search for and stock based compensation associated with certain equity awards granted to the Company’s new Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition.
(7) Represents costs associated with legal matters in which the Company was a defendant. In 2023, this represents an increase in the legal reserve related to preliminary terms of a settlement agreement (the “Preliminary Settlement Agreement”). The legal reserve liability was subsequently paid in 2023.
(8) Represents a loss (gain) on the adjustment of the allowance for credit losses on the Company’s held-to-maturity investment.

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)

(9) Represents dividend income recognized on a held-to-maturity investment.
(10) Represents gains related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.
(11) Represents the amortization expense of the Company’s pro-rata portion of the basis difference in its equity method investees, which is included within losses from equity-method investments, net of tax on our condensed consolidated statements of operations.
(12) Represents certain other gains and charges that we do not believe reflect our underlying business performance.
A reconciliation of Segment EBITDA to Total Segment EBITDA is set forth below.
 Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2024202320242023
Segment EBITDA  
Franchise segment$77,409 $66,101 $153,720 $130,835 
Corporate-owned stores segment49,296 48,705 91,400 82,235 
Equipment segment18,575 17,129 23,335 22,700 
Corporate and other(1)
(18,257)(17,869)(36,783)(33,691)
Total Segment EBITDA(2)
$127,023 $114,066 $231,672 $202,079 
(1) “Corporate and other” primarily includes corporate overhead costs, such as payroll and related benefit costs and professional services that are not directly attributable to any individual segment.
(2) Total Segment EBITDA is equal to EBITDA, which is a metric that is not presented in accordance with GAAP. Refer to “—Non-GAAP Financial Measures” for a definition of EBITDA and a reconciliation to net income, the most directly comparable GAAP measure.

Adjusted Net Income and Adjusted Net Income per Diluted Share
Our presentation of Adjusted net income assumes that all net income is attributable to Planet Fitness, Inc., which assumes the full exchange of all outstanding Holdings Units for shares of Class A common stock of Planet Fitness, Inc., adjusted for certain non-cash and other items that we do not believe directly reflect our core operations. Adjusted net income per share, diluted, is calculated by dividing Adjusted net income by the total weighted-average shares of Class A common stock outstanding plus any dilutive options and restricted stock units as calculated in accordance with GAAP and assuming the full exchange of all outstanding Holdings Units and corresponding Class B common stock as of the beginning of each period presented. Adjusted net income and Adjusted net income per share, diluted, are supplemental measures of operating performance that do not represent and should not be considered alternatives to net income and earnings per share, as calculated in accordance with GAAP. We believe Adjusted net income and Adjusted net income per share, diluted, supplement GAAP measures and enable us to more effectively evaluate our performance period-over-period.

A reconciliation of net income, the most directly comparable GAAP measure, to Adjusted net income, and the computation of Adjusted net income per share, diluted, are set forth below.

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except per share amounts)2024202320242023
Net income$49,312 $44,180 $84,285 $68,948 
Provision for income taxes18,977 15,814 33,301 25,381 
Purchase accounting adjustments-revenue(1)
42 247 62 333 
Purchase accounting adjustments-rent(2)
171 184 342 288 
Loss on reacquired franchise rights(3)
— 110 — 110 
Transaction fees and acquisition-related costs(4)
— — — 394 
Severance costs(5)
— 1,220 1,602 1,220 
Executive transition costs(6)
1,348 — 1,631 — 
Legal matters(7)
— 2,950 — 6,250 
Loss (gain) on adjustment of allowance for credit losses on held-to-maturity investment(8)
82 (160)557 95 
Dividend income on held-to-maturity investment(9)
(537)(496)(1,065)(979)
Tax benefit arrangement remeasurement(10)
(987)— (1,349)— 
Amortization of basis difference of equity-method investments(11)
240 — 469 — 
Loss on extinguishment of debt(12)
2,285 — 2,285 — 
Other(13)
121 818 (107)(640)
Purchase accounting amortization(14)
12,758 12,954 25,515 25,531 
Adjusted income before income taxes83,812 77,821 147,528 126,931 
Adjusted income taxes(15)
21,645 20,156 38,101 32,875 
Adjusted net income$62,167 $57,665 $109,427 $94,056 
Adjusted net income per share, diluted$0.71 $0.65 $1.24 $1.05 
Adjusted weighted-average shares outstanding, diluted(16)
87,685 89,092 88,036 89,444 
(1) Represents the impact of revenue-related purchase accounting adjustments associated with the 2012 Acquisition. At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred area development agreement fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected up front but recognizes for GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805—Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. These amounts represent the additional revenue that would have been recognized if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.
(2) Represents the impact of rent related purchase accounting adjustments. In accordance with guidance in ASC 805—Business Combinations, in connection with the 2012 Acquisition, the Company’s deferred rent liability was required to be written off as of the acquisition date and rent was recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall rent expense each period than would have otherwise been recorded had the deferred rent liability not been written off as a result of the acquisition push down accounting applied in accordance with ASC 805. The rent related purchase accounting adjustments are adjustments to rent expense recorded in store operations on our condensed consolidated statements of operations, which reflect the difference between the higher rent expense recorded in accordance with GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred as well as the amortization of favorable and unfavorable lease intangible assets.
(3) Represents the impact of a non-cash loss recorded in accordance with ASC 805 – Business Combinations related to our acquisition of franchisee-owned stores. The loss recorded under U.S. GAAP represents the difference between the fair value and the contractual terms of the reacquired franchise rights and is included in other (gains) losses, net on our condensed consolidated statement of operations.
(4) Represents transaction fees and acquisition-related costs incurred in connection with our acquisition of franchisee-owned stores.
(5) Represents severance related expenses recorded in connection with a reduction in force during the six months ended June 30, 2024 and the elimination of the President and Chief Operating Officer position during the three and six months ended June 30, 2023.
(6) Represents certain expenses recorded in connection with the departure of the former Chief Executive Officer, including costs associated with the search for and stock based compensation associated with certain equity awards granted to the Company’s new Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition.
(7) Represents costs associated with legal matters in which the Company was a defendant. In 2023, this represents an increase in the legal reserve, net of legal fees paid, related to the Preliminary Settlement Agreement. The legal reserve liability was subsequently paid in 2023.
(8) Represents a loss (gain) on the adjustment of the allowance for credit losses on the Company’s held-to-maturity investment.

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)

(9) Represents dividend income recognized on a held-to-maturity investment.
(10) Represents gains related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.
(11) Represents the amortization expense of the Company’s pro-rata portion of the basis difference in its equity method investees, which is included within losses from equity-method investments, net of tax on our condensed consolidated statements of operations.
(12) Represents the write-off of deferred financing costs associated with the repayment of the 2018-1 Class A-2-II notes prior to the anticipated repayment date.
(13) Represents certain other gains and charges that we do not believe reflect our underlying business performance.
(14) Includes $3.1 million for both the three months ended June 30, 2024 and 2023 and $6.2 million for both the six months ended June 30, 2024 and 2023 of amortization of intangible assets recorded in connection with the 2012 Acquisition, other than favorable leases, and $9.7 million and $9.9 million for the three months ended June 30, 2024 and 2023, respectively, and $19.3 million for both the six months ended June 30, 2024 and 2023, of amortization of intangible assets created in connection with historical acquisitions of franchisee-owned stores. The adjustment represents the amount of actual non-cash amortization expense recorded, in accordance with GAAP, in each period.
(15) Represents corporate income taxes at an assumed effective tax rate of 25.8% for both the three and six months ended June 30, 2024 and 25.9% for both the three and six months ended June 30, 2023 applied to adjusted income before income taxes.
(16) Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc.

A reconciliation of net income per share, diluted, to Adjusted net income per share, diluted is set forth below:
Three Months Ended June 30, 2024Three Months Ended June 30, 2023
(in thousands, except per share amounts)Net incomeWeighted Average SharesNet income per share, dilutedNet incomeWeighted Average SharesNet income per share, diluted
Net income attributable to Planet Fitness, Inc.(1)
$48,640 86,955 $0.56 $41,135 84,908 $0.48 
Net income attributable to non-controlling interests(2)
672 730 3,045 4,184 
Net income49,312 44,180 
Adjustments to arrive at adjusted income before income taxes(3)
34,500 33,641 
Adjusted income before income taxes83,812 77,821 
Adjusted income taxes(4)
21,645 20,156 
Adjusted net income$62,167 87,685 $0.71 $57,665 89,092 $0.65 
Six Months Ended June 30, 2024Six Months Ended June 30, 2023
(in thousands, except per share amounts)Net incomeWeighted Average SharesNet income per share, dilutedNet incomeWeighted Average SharesNet income per share, diluted
Net income attributable to Planet Fitness, Inc.(1)
$82,949 87,083 $0.95 $63,839 84,850 $0.75 
Net income attributable to non-controlling interests(2)
1,336 953 5,109 4,594 
Net income84,285 68,948 
Adjustments to arrive at adjusted income before income taxes(3)
63,243 57,983 
Adjusted income before income taxes147,528 126,931 
Adjusted income taxes(4)
38,101 32,875 
Adjusted net income$109,427 88,036 $1.24 $94,056 89,444 $1.05 
(1) Represents net income attributable to Planet Fitness, Inc. and the associated weighted average shares of Class A common stock outstanding.
(2) Represents net income attributable to non-controlling interests and the assumed exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. as of the beginning of the period presented.
(3) Represents the total impact of all adjustments identified in the adjusted net income table above to arrive at adjusted income before income taxes.
(4) Represents corporate income taxes at an assumed effective tax rate of 25.8% for both the three and six months ended June 30, 2024 and 25.9% for both the three and six months ended June 30, 2023 applied to adjusted income before income taxes.

v3.24.2.u1
Cover Page
Aug. 05, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 05, 2024
Entity Registrant Name Planet Fitness, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37534
Entity Tax Identification Number 38-3942097
Entity Address, Address Line One 4 Liberty Lane West
Entity Address, City or Town Hampton
Entity Address, State or Province NH
Entity Address, Postal Zip Code 03842
City Area Code 603
Local Phone Number 750-0001
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, $0.0001 Par Value
Trading Symbol PLNT
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001637207
Amendment Flag false
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