UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM TO
Commission File Number 001-37534
PLANET FITNESS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
38-3942097
(I.R.S. Employer Identification No.)
4 Liberty Lane West, Hampton, NH 03842
(Address of Principal Executive Offices and Zip Code)
(603) 750-0001
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A common stock, $0.0001 Par Value
Trading Symbol(s)
PLNT
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ NO ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth
company. See the definitions of the “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act:
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Small reporting company
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the Registrant’s Class A common stock held by non-affiliates, computed by reference to the last reported sale price of the Class A common stock
as reported on the New York Stock Exchange on June 30, 2020 was approximately $4.8 billion.
The number of outstanding shares of the registrant’s Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, as of
February 22, 2021 was 83,079,078 shares and 3,473,075 shares, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement for the registrant’s 2021 Annual Meeting of Stockholders to be held May 3, 2021, are incorporated by reference into Part III, Items
10-14 of this Annual Report on Form 10-K.
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Table of Contents
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements reflect, among
other things, our current expectations and anticipated results of operations, all of which are subject to known and unknown risks, uncertainties and other factors that
may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-
looking statements. Therefore, any statements contained herein that are not statements of historical fact may be forward-looking statements and should be
evaluated as such. Without limiting the foregoing, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “should,”
“targets,” “will” and the negative thereof and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements
are subject to a number of risks, uncertainties and assumptions, including those described in “Item 1A. – Risk Factors,” of this report. Unless legally required, we
assume no obligation to update any such forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.
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Item 1. Business.
PART I
Planet Fitness, Inc. is a Delaware corporation formed on March 16, 2015. Planet Fitness, Inc. Class A common stock trades on the New York Stock Exchange
under the symbol “PLNT.”
Our Company
Fitness for everyone
We are one of the largest and fastest-growing franchisors and operators of fitness centers in the United States by number of members and locations, with a highly
recognized national brand. Our 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. Our bright, clean stores are typically 20,000 square feet, with a large selection of high-quality, purple and yellow Planet
Fitness-branded cardio, circuit- and weight-training equipment and friendly staff trainers who offer unlimited free fitness instruction to all our members in small
groups through our PE@PF program. We offer this differentiated fitness experience at only $10 per month for our standard membership. This attractive value
proposition is designed to appeal to a broad population, including occasional gym users and the approximately 80% of the U.S. and Canadian populations over age
14 who do not belong to a gym, particularly those who find the traditional fitness club setting intimidating and expensive. We and our franchisees fiercely protect
Planet Fitness’s community atmosphere—a place where you do not need to be fit before joining and where progress toward achieving your fitness goals (big or
small) is supported and applauded by our staff and fellow members.
In 2020, we recorded revenues of $406.6 million and system-wide sales of $2.4 billion (which we define as monthly dues and annual fees billed by us and our
franchisees). We ended the year with approximately 13.5 million members and 2,124 stores in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama,
Mexico and Australia. System-wide sales for 2020 include $2.3 billion attributable to franchisee-owned stores, from which we generate royalty revenue, and
$116.5 million attributable to our corporate-owned stores. Of our 2,124 stores, 2,021 are franchised and 103 are corporate-owned. Under signed area development
agreements (“ADAs”) as of December 31, 2020, our franchisees have committed to open more than 1,000 additional stores.
As a result of COVID-19, our store level operations were impacted in 2020, and our corporate-owned stores had a segment EBITDA margin of 20.2%. In 2019
(before the impact of COVID-19), our corporate-owned stores had a segment EBITDA margin of 41.1% and had average unit volumes (“AUVs”) of approximately
$2.0 million with four-wall EBITDA margins (an assessment of store-level profitability which includes local and national advertising expense) of approximately
47%, or approximately 40% after applying the current 7% royalty rate. Based on a historical survey of franchisees and management estimates, we believe that, on
average, our franchise stores achieve four-wall EBITDA margins in line with these corporate-owned store four-wall EBITDA margins. For a reconciliation of
segment EBITDA margin to four-wall EBITDA margin for corporate-owned stores, see “Management’s Discussion and Analysis of Results of Operations and
Financial Condition.”
Our growth is reflected in:
•
•
•
2,124 stores as of December 31, 2020, compared to 1,313 as of December 31, 2016, reflecting a compound annual growth rate (“CAGR”) of 12.8%;
13.5 million members as of December 31, 2020, compared to 8.9 million as of December 31, 2016, reflecting a CAGR of 10.9%;
53 consecutive quarters of system-wide same store sales growth through the first quarter of 2020 (which we define as year-over-year growth solely of
monthly dues from stores that have been open and for which membership dues have been billed for longer than 12 months);
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Planet Fitness – Home of the Judgement Free Zone
We bring fitness to a large, previously underserved segment of the population. Our differentiated member experience is driven by three key elements:
• Welcoming, non-intimidating environment: We believe fitness is essential to both physical and mental health, and every member should feel accepted and
respected when they walk into a Planet Fitness regardless of their fitness level. Our stores provide a Judgement Free Zone where members can experience
a non-intimidating and supportive environment. Our “come as you are” approach has fostered a strong sense of community among our members, allowing
them not only to feel comfortable as they work toward their fitness goals but also to encourage others to do the same. By outfitting our stores with more
cardiovascular and light strength equipment, and a limited offering of heavy free weights, we seek to reinforce our Judgement Free Zone philosophy by
discouraging what we call “Lunk” behavior, such as dropping weights and grunting, that can be intimidating to new and occasional gym users.
•
•
Distinct store experience: Because our stores are typically 20,000 square feet and we do not offer non-essential amenities such as group exercise classes,
pools, day care centers and juice bars, we have more space for the equipment our members do use. We believe our tailored use of space is, at least in part,
why we have not needed to impose time limits on our cardio machines. Part of our unique store experience is the diligence our members and employees
have to maintain a clean and sanitized environment. Members’ etiquette typically includes wiping down the equipment before and after use with our
sanitization spray, which is FDA-approved to kill the COVID-19 virus on surfaces.
Exceptional value for members: In the U.S., for only $10 per month, our standard membership includes unlimited access to one Planet Fitness location and
unlimited free fitness instruction to all members in small groups through our PE@PF program. And, for approximately $22.99 per month, our PF Black
Card members have access to all of our stores system-wide and can bring a guest on each visit, which provides an additional opportunity to attract new
members. Our PF Black Card members also have access to exclusive areas in our stores that provide amenities such as water massage beds, massage
chairs, tanning equipment and more.
Our competitive strengths
We attribute our success to the following strengths:
• Market leader with differentiated member experience, nationally recognized brand and scale advantage. We believe we are one of the largest operators
of fitness centers in the U.S. by number of members.
•
•
•
Differentiated member experience. Planet Fitness is the home of the Judgement Free Zone, a place where people of all fitness levels can feel
comfortable working out at their own pace, feel supported in their efforts and not feel intimidated by pushy salespeople or other members who may
ruin their fitness experience. Our philosophy is simple: Planet Fitness is an environment where members can relax, go at their own pace and be
themselves without ever having to worry about being judged. No matter what size the goal, we believe that all of these accomplishments deserve to
be celebrated. Planet of Triumphs (www.PlanetofTriumphs.com) provides an online community platform for members to recognize their triumphs
(big and small), share their stories and encourage others, while spotlighting our unique brand belief that everyone belongs.
Nationally recognized brand. We have developed a highly relatable and recognizable brand focused on providing our members with a judgement-free
environment. We do so through fun and memorable marketing campaigns and in-store signage. As a result, we have among the highest aided and
unaided brand awareness scores in the U.S. fitness industry, according to our Brand Health research, a third-party consumer study that we have
updated bi-annually.
Scale advantage. Our scale provides several competitive advantages, including enhanced purchasing power and extended warranties with our fitness
equipment and other suppliers and the ability to attract high-quality franchisee partners. In addition, we estimate that our large U.S. national
advertising fund, funded by franchisees and us, together with our requirement that franchisees generally spend 7% of their monthly membership dues
on local advertising, have enabled us and our franchisees to spend over $1 billion since 2011 on marketing to drive consumer brand awareness and
preference.
•
Exceptional value proposition that appeals to a broad member demographic. Our low monthly membership dues combined with our non-intimidating
and welcoming environment, enable us to attract a broad member demographic based on age, household income, gender and ethnicity. Our member base
is over 50% female and our members come from both high- and low-income households. Approximately 25% of our stores are located in areas that the
US government deems “low income,” providing an option to improve health and wellness in those underserved locales.
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Our broad appeal and ability to attract occasional and first-time gym users enable us to continue to target a large segment of the population in a variety of
markets and geographies.
• Highly attractive franchise system built for growth. Our easy-to-operate model, strong store-level economics and brand strength have enabled us to
attract a team of professional, successful franchisees from a variety of industries. We believe that our strategy to be predominantly franchisee-owned
enables us to scale more rapidly than a predominantly company-owned strategy. Our streamlined model features relatively fixed labor costs, minimal
inventory, automatic billing and limited cash transactions. The attractiveness of our franchise model is further evidenced by the fact that our franchisees
re-invest their capital into the brand, with over 90% of our new stores in 2020 opened by our existing franchisee base. We view our franchisees as
strategic partners in expanding the Planet Fitness store base and brand.
•
Predictable and recurring revenue streams with high cash flow conversion. While 2020 brought an unprecedented disruption to the general economy,
our industry and our business, when operating in a normal business environment, our model provides us with predictable and recurring revenue streams.
In 2020, approximately 90% of both our corporate-owned store and franchise revenues consisted of recurring revenue streams, which include royalties,
vendor commissions, monthly dues and annual fees. Notwithstanding the extensions provided during 2020 due to the COVID-19 pandemic, our
franchisees are obligated to purchase fitness equipment from us or our required vendor for their new stores and to replace this equipment every five to
seven years. As a result, these “equip” and “re-equip” requirements create a predictable and growing revenue stream as our franchisees open new stores
under their ADAs.
Our growth strategies
We believe there are significant opportunities to grow our brand awareness, increase our revenues and profitability and deliver shareholder value by executing on
the following strategies:
•
◦
•
Continue to grow our store base across a broad range of markets. We have grown our store count over the last five years, expanding from 1,313 stores as of
December 31, 2016 to 2,124 stores as of December 31, 2020. As of December 31, 2020, our franchisees have signed ADAs to open more than 1,000 additional
stores, including more than 500 over the next three years. Because our stores are successful across a wide range of geographies and demographics with varying
population densities, we believe that our high level of brand awareness and low per capita penetration in certain markets create a significant opportunity to
open new Planet Fitness stores. Based on our internal and third party analysis, we believe we have the potential to grow our store base to over 4,000 stores in
the U.S. alone.
Drive revenue growth and system-wide same store sales. We have a significant history of positive system-wide same store sales growth, reaching 53
consecutive quarters through the first quarter of 2020, prior to the impact of the COVID-19 pandemic. We expect to return to system-wide same store sales
growth primarily by:
•
•
Attracting new members to existing Planet Fitness stores. As the population in the markets where we operate continue to focus on health and wellness, we
believe we are well-positioned to capture a disproportionate share of these populations given our appeal to first-time and occasional gym users. We
continue to evolve our offerings and enhance the PE@PF Program, our proprietary small group training program to appeal to our target member base. In
addition to our in store experience, we also provide more than 500 workouts to both existing members and prospects via the free Planet Fitness mobile
app, featuring differentiated content geared toward engaging with our community outside of our four walls and providing more ways to connect to our
target audience – first time and casual gym users.
Increasing mix of PF Black Card memberships by enhancing value and member experience. We expect to drive sales by attracting new members to join as
a PF Black Card member as well as continuing to convert our existing members’ standard memberships to our premium PF Black Card membership. We
encourage this upgrade by continuing to enhance the value of our PF Black Card benefits through the ability to use any Planet Fitness location, free guest
privileges and additional in-store amenities, such as tanning equipment, hydro-massage beds, and affinity partnerships for discounts and promotions. Our
PF Black Card members as a percentage of total membership has increased from 58.9% as of December 31, 2016 to 60.5% as of December 31, 2020, and
our average monthly dues per member have increased from $15.86 to $17.01 over the same period.
Increase brand investment to drive awareness and growth. We plan to continue to increase our strong brand awareness by leveraging significant marketing
expenditures by our franchisees and us, which we believe will result in increased membership in new and existing stores and continue to attract high-quality
franchisee partners. Under our current franchise agreement, franchisees are required to contribute 2% of their monthly membership dues annually to our
National Advertising Fund (“NAF”) and Canadian advertising fund, from which we spent $61.3 million in 2020 to support our national marketing campaigns,
our social media platforms and the development of local advertising materials, and $2.2 million additional funding from our corporate-owned stores and
included in store-operations expense on our consolidated statements of operations. Additionally, we saw a lack of NAF funding from monthly membership
dues in 2020 as a result
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of the extended temporary store closures due to COVID-19, so the Company decided to fund NAF by an incremental investment of approximately $18.0
million, which is included in the amount above. Under our current franchise agreement, franchisees are also generally required to spend 7% of their monthly
membership dues on local advertising. We expect both our NAF and local advertising spending to grow as our membership grows.
•
•
Continue to expand royalties from increases in average royalty rate and new franchisees. While our current franchise agreement stipulates a monthly royalty
rate of 7% of monthly dues and annual membership fees, as of December 31, 2020, only 37% of our stores are paying royalties at the current franchise
agreement rate, primarily due to lower rates in historical agreements. As new franchisees enter our system and, generally, as current franchisees open new
stores or renew their existing franchise agreements at the current royalty rate, our average system-wide royalty rate will increase. In 2020, our average royalty
rate was 6.28% compared to 3.66% in 2016.
Grow sales from fitness equipment and related services. Our franchisees are contractually obligated to purchase fitness equipment from us, and in certain
international markets, from our required vendors. Due to our scale and negotiating power, we believe we offer competitive pricing for high-quality, purple and
yellow Planet Fitness-branded fitness equipment. Once the extensions granted to franchisees as a result of COVID-19 have passed, we expect our equipment
sales to grow as our U.S. franchisees open new stores and replace used equipment as required every five to seven years. As the number of franchise stores
continues to increase and existing franchise stores continue to mature, we anticipate incremental growth in revenue related to the sale of equipment to
franchisees. In addition, we believe that regularly refreshing equipment helps our franchise stores maintain a consistent, high-quality fitness experience and is
one of the contributing factors that drives new member growth. In certain international markets, we earn a commission on the sale of equipment by our
required vendors to franchisee-owned stores.
Our industry
Due to our unique positioning to a broader demographic, we believe Planet Fitness has an addressable market that is significantly larger than the traditional health
club industry. We view our addressable market as approximately 250 million people, representing the U.S. population over 14 years of age. We compete broadly
for consumer discretionary spending related to leisure, sports, entertainment and other non-fitness activities in addition to the traditional health club market. Both
our standard and PF Black Card memberships are priced significantly below the 2018 industry median of $71 per month, the latest available estimate from our
industry’s trade association, the International Health, Racquet & Sportsclub Association’s (“IHRSA”).
According to IHRSA, the U.S. health club industry generated approximately $35.0 billion in revenue in 2019. The industry is highly fragmented, with 41,370 clubs
across the U.S. serving approximately 64.2 million members, according to IHRSA. Based on IHRSA’s 2019 annual report issued in 2020, Planet Fitness’ net
member growth in the U.S. in 2018 and 2019 was higher than the net member growth of the industry as a whole.
Membership
We make it simple for members to join, whether online, through our mobile application or in-store—no pushy sales tactics, no pressure and no complicated rate
structures. Our members generally pay the following amounts (or an equivalent amount in the store’s local currency):
• monthly membership dues of only $10 for our standard membership, or approximately $22.99 for PF Black Card members;
•
•
current standard annual fees of approximately $39; and
enrollment fees of approximately $0 to $59.
Belonging to a Planet Fitness store has perks whether members select the standard membership or the premium PF Black Card membership. Every member can
take advantage of free pizza and bagels once a month (when stores are open and health regulations permit) and gets free, unlimited fitness instruction included in
their monthly membership fee. Our PF Black Card members also have the right to reciprocal use of all Planet Fitness stores, can bring a friend with them each time
they work out, and have access to massage beds and chairs and tanning, among other benefits. PF Black Card benefits extend beyond our store as well, with
exclusive specials and discount offers from third-party retail partners. While some of our memberships require a cancellation fee, we offer, and require our
franchisees to offer, a non-committal membership option.
As of December 31, 2020, we had approximately 13.5 million members. We utilize electronic funds transfer (“EFT”) as our primary method of collecting monthly
dues and annual membership fees. Over 85% of membership fee payments to our corporate-owned and franchise stores are collected via Automated Clearing
House (“ACH”) direct debit. We believe there are certain advantages to receiving a higher concentration of ACH payments, as compared to credit card payments,
including less frequent expiration of billing information and reduced exposure to subjective chargeback or dispute claims and fees.
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Our stores
We had 2,124 stores system-wide as of December 31, 2020, of which 2,021 were franchised and 103 were corporate-owned, located in 50 states, the District of
Columbia, Puerto Rico, Canada, Panama, Mexico and Australia. The map below shows our franchisee-owned stores by location, and the accompanying table
shows our corporate-owned stores by location.
Franchisee-owned store count by location
Store model
Our store model is designed to generate attractive four-wall EBITDA margins, strong free cash flow and high returns on invested capital for both our corporate-
owned and franchisee-owned stores. Based on a historical survey of franchisees and management estimates, we believe that our franchise stores achieve store-level
profitability in line with our corporate-owned store base. The stores included in this survey represent those stores that voluntarily disclosed such information in
response to our request, and we believe this information reflects a representative sample of franchisees based on the franchisee groups and geographic areas
represented by these stores.
Fitness equipment
We provide our members with high-quality, Planet Fitness-branded fitness equipment from leading suppliers. In order to maintain a consistent experience across
our store base, we stipulate specific pieces and quantities of cardio and strength-training equipment and work with franchisees to review and approve layouts and
placement. Due to our scale, we are able to negotiate competitive pricing and secure extended warranties from our suppliers. As a result, we believe we offer
equipment at more attractive pricing than franchisees could otherwise secure on their own.
Leases
We lease all but one of our corporate-owned stores and our corporate headquarters. Our store leases typically have initial terms of 10 years with two five-year
renewal options, exercisable at our discretion. In October 2016, we executed a lease for our current corporate headquarters at 4 Liberty Lane West, Hampton, New
Hampshire for an initial term of 15 years with one five-year renewal option, exercisable at our discretion. Our corporate headquarters serves as our base of
operations for substantially all of our executive management and employees who provide our primary corporate support functions.
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
franchisee-owned stores and historically have generally not guaranteed franchisees’ lease agreements, although we have done so in a few certain instances. In 2019,
in connection with a real estate partnership, we began
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guaranteeing certain leases of our franchisees up to a maximum period of ten years, with earlier expiration dates if certain conditions are met.
Franchising
Franchising strategy
We rely heavily on our franchising strategy to develop new Planet Fitness stores, leveraging the ownership of entrepreneurs with specific local market expertise. As
of December 31, 2020, there were 2,021 franchised Planet Fitness stores operated by approximately 130 franchisee groups. The majority of our existing franchise
operators are multi-unit operators. As of December 31, 2020, 97% of all franchise stores were owned and operated by a franchisee group that owns at least three
stores. However, while our largest franchisee owns 169 stores, only 35% of our franchisee groups own more than ten stores. When considering a potential
franchisee, we generally evaluate the potential franchisee’s prior experience in franchising or other multi-unit businesses, history in managing profit and loss
operations, financial history and available capital and financing. We generally do not permit franchisees to borrow more than 80% of the initial investment for their
Planet Fitness business.
Area development agreements
An ADA specifies the number of Planet Fitness stores to be developed by the franchisee in a designated geographic area, and requires the franchisee to meet certain
scheduled deadlines for the development and opening of each Planet Fitness store authorized by the ADA. If the franchisee meets those obligations and otherwise
complies with the terms of the ADA, with a few limited exceptions we agree not to, during the term of the ADA, operate or franchise new Planet Fitness stores in
the designated geographic area. The franchisee must sign a separate franchise agreement with us for each Planet Fitness store developed under an ADA and that
franchise agreement governs the franchisee’s right to own and operate the Planet Fitness store.
Franchise agreements
For each franchised Planet Fitness store, we enter into a franchise agreement covering standard terms and conditions. Planet Fitness franchisees are not granted an
exclusive area or territory under the franchise agreement. The franchise agreement requires that the franchisee operate the Planet Fitness store at a specific location
and in compliance with our standard methods of operation, including providing the services, using the vendors and selling the merchandise that we require. The
typical franchise agreement has a 10-year term. Additionally, franchisees must purchase equipment from us (or our required vendors in the case of our franchisees
located in certain international markets) and generally replace the fitness equipment in their stores every five to seven years and periodically refurbish and remodel
their stores.
Site selection and approval
Our stores are generally located in free-standing retail buildings or neighborhood shopping centers, and we consider locations in both high- and low-density
markets. We seek out locations with (i) high visibility and accessibility, (ii) favorable traffic counts and patterns, (iii) availability of signage, (iv) ample parking or
access to public transportation and (v) our targeted demographics. We use third-party site analytics tools that provide us with extensive demographic data and
analysis that we use to review new and existing sites and markets for our corporate-owned stores and franchisee-owned stores. We assess population density and
drive time, current tenant mix, layout, potential competition and impact on existing Planet Fitness stores and comparative data based upon existing stores. Our real
estate team meets regularly to review sites for future development and follows a detailed review process to ensure each site aligns with our strategic growth
objectives and critical success factors.
We help franchisees select sites and develop facilities in these stores that conform to the physical specifications for a Planet Fitness store. Each franchisee is
responsible for selecting a site, but must obtain site approval from us.
Design and construction
Once we have approved a franchisee’s site selection, we assist in the design and layout of the store and track the franchisee’s progress from lease signing to grand
opening. Franchisees are offered the assistance of our franchise support team to track key milestones, coordinate with vendors and make equipment purchases.
Certain Planet Fitness brand elements are required to be incorporated into every new store, and we strive for a consistent appearance across all of our stores,
emphasizing clean, attractive facilities, including full-size locker rooms, and modern equipment. Franchisees must abide by our standards related to fixtures,
finishes and design elements, including distinctive touches such as our “Lunk” alarm. We believe these elements are critical to ensure brand consistency and
member experience system-wide.
In 2020 and 2019, based on a sample of U.S. franchisee data, we believe construction of franchise stores averaged approximately 14 weeks, except in cases where
local health authorities did not permit construction for a period of time due to COVID-19. We sampled construction costs to build new stores from across a wide
range of U.S. geographies, 46 new stores, in both 2020 and 2019. Based upon these samples, franchisees’ unlevered (i.e., not debt-financed) investment to open a
new store
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ranged from approximately $1.6 million to $3.7 million and $1.6 million to $3.4 million, based upon our samples in 2020 and 2019, respectively. These amounts
include fitness equipment purchased from us as well as costs for non-fitness equipment and leasehold improvements and is based in part upon data we received
from four general contractors that oversaw the construction of the stores in the sample set. Additionally, these amounts include an estimate of other costs that are
typically paid by the franchisee and not managed by the general contractor. These amounts can vary significantly depending on a number of factors, including
landlord allowances for tenant improvements and construction costs from different geographies and does not necessarily represent the total construction costs on a
cash basis.
Franchisee support
We live and breathe the motto One Team, One Planet in our daily interactions with franchisees. We designed our franchise model to be streamlined and easy-to-
operate, with efficient staffing and minimal inventory, and is supported by an active, engaged franchise operations system. We provide our franchisees with
operational support, marketing materials and training resources.
Training. We continue to update and expand Planet Fitness University, a comprehensive training resource to help franchisees operate successful stores. Courses are
delivered online, and content focuses on customer service, operational policies, brand standards, cleanliness, security awareness, crisis management and vendor
product information. The core online curriculum is offered in both English and Spanish to support our Spanish-speaking employees. We regularly add and improve
the content available on Planet Fitness University as a no-cost service to help enhance training programs for franchisees. Additional training opportunities offered
to our franchisees include new owner orientation, operations training and workshops held at Planet Fitness headquarters (when circumstances permit), in stores and
through regularly held webinars and seminars.
Operational support and communication. We believe spending quality time with our franchisees in person is an important opportunity to further strengthen our
relationships and share best practices. We have dedicated operations and marketing teams providing ongoing support to franchisees. We are hands on—we often
attend franchisees’ presales and grand openings, and we host franchisee meetings each year, known as “PF Huddles.” We also communicate regularly with our
franchisee base to keep them informed, and we host a franchise conference, generally every 18 months, that is geared toward franchisees and their operations
teams.
We regularly communicate and collaborate with the Independent Franchise Counsel (“IFC”) and send a weekly email communication to all franchisees with timely
information related to operations, marketing, financing and equipment. Every month, a franchisee newsletter is emailed to franchisees, which generally includes a
personal note from our Chief Executive Officer.
Compliance with brand standards—Franchise Business Coach
Our corporate-owned stores provide incentive compensation for store staff to successfully drive key business metrics in the service, cleanliness, personnel and
financial categories, and we encourage our franchisees to follow our lead. We have a dedicated field support team of franchise business coaches focused on
ensuring that our franchisee-owned stores adhere to brand standards and providing ongoing assistance, training and coaching to all franchisees. We generally
perform a site visit and operations review on each franchise store within 30 to 60 days of opening, and each franchisee ownership group is visited at least once per
year in multiple locations for a business review with their franchise business coach thereafter.
We also use mystery shoppers to perform anonymous reviews of franchisee-owned stores. We generally select franchisee-owned stores for review randomly but
also target underperforming stores and stores that have not performed well on previous visits from their franchise business coach.
Marketing
Marketing strategy
Our marketing strategy is anchored by our key brand differentiators—the Judgement Free Zone, our exceptional value and our high-quality experience. We employ
memorable and creative advertising, which not only drives membership sales, but also showcases our brand philosophy, humor and innovation in the industry. We
see Planet Fitness as a community gathering place, and the heart of our marketing strategy is to create a welcoming in-store and virtual community for our
members.
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Marketing spending
National advertising. We support our franchisees both at a national and local level. We manage the NAF and Canadian advertising fund for franchisees and
corporate-owned stores, with the goals of generating national awareness through national advertising and media partnerships, developing and maintaining creative
assets to support local sale periods throughout the year, and building and supporting the Planet Fitness community via digital, social media and public relations.
Our current U.S. and Canadian franchise agreements require franchisees to contribute approximately 2% of their monthly EFT annually to the NAF and Canadian
advertising fund, respectively. Since the NAF was founded in September 2011, it has enabled us to spend approximately $1 billion to increase national brand
awareness. In 2020 the NAF and Canadian advertising fund spent $63.5 million, $2.2 million of which is from our corporate-owned stores and included in store-
operations expense on the consolidated statements of operations.
Local marketing. Our current franchise agreement generally requires franchisees to spend 7% of their monthly EFT on local marketing to support branding efforts
and promotional sale periods throughout the year. In situations where multiple ownership groups exist in a geographic area, we have the right to require franchisees
to form or join regional marketing cooperatives to maximize the impact of their marketing spending. Our corporate-owned stores contribute to, and participate in,
regional marketing cooperatives with franchisees where practical. All franchisee-owned stores are supported by our dedicated franchisee marketing team, which
provides guidance, tracking, measurement and advice on best practices. Franchisees spend their marketing dollars in a variety of ways to promote business at their
stores on a local level. These methods may include direct mail, outdoor (including billboards), television, radio and digital advertisements and local partnerships
and sponsorships.
Media partnerships
Given our scale and marketing resources through our NAF, we have aligned ourselves with high-profile media partners who have helped to extend the reach of our
brand. For the past six years, we have sponsored “Dick Clark’s New Year’s Rockin’ Eve with Ryan Seacrest,” and have been the sole presenting sponsor of the
Times Square New Year’s Eve celebration through the Times Square Alliance, allowing the brand to be featured prominently in TV broadcasts covering Times
Square during the celebration. This has allowed us to showcase the Planet Fitness brand and our judgement-free philosophy to an estimated over one billion TV
viewers annually at a key time of year when health and wellness is top of mind for consumers.
United We Move
We believe in keeping people active and moving. During the early weeks of the COVID-19 pandemic, we launched the United We Move initiative, providing free
streaming workouts to members and prospective members on Facebook Live and YouTube. We plan to continue offering these workouts in 2021.
Judgement Free Generation
The Judgement Free Generation is Planet Fitness’ philanthropic initiative designed to combat the judgement and bullying faced by today’s youth by creating a
culture of kindness and encouragement. With our Judgement Free Zone principle as a solid foundation, The Judgement Free Generation aims to empower a
generation to grow up contributing to a more judgement free planet— a place where everyone feels accepted and like they belong.
We have partnered with Boys & Girls Clubs of America and PACER National Bullying Prevention Center, to make a meaningful impact on the lives of today’s
youth. Together with our franchisees, vendors and members, Planet Fitness has donated more than $5.0 million to support anti-bullying, pro-kindness initiatives
since 2016.
Competition
In a broad sense, because many of our members are first-time or occasional gym users, we believe we compete with both fitness and non-fitness consumer
discretionary spending alternatives for members’ and prospective members’ time and discretionary resources.
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To a great extent, we also compete with other industry participants, including:
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other fitness centers;
recreational facilities established by non-profit organizations such as YMCAs and by businesses for their employees;
private studios and other boutique fitness offerings;
racquet, tennis and other athletic clubs;
amenity and condominium/apartment clubs;
country clubs;
online personal training and fitness coaching;
the home-use fitness equipment industry;
local tanning salons; and
businesses offering similar services.
While the COVID-19 pandemic has had a significant impact on the health club industry, we expect that the industry will continue to be highly competitive and
fragmented going forward. The number, size and strength of our competitors vary by region. Some of our competitors have an established presence in local markets
or name recognition in their respective countries, and some are established in markets in which we have existing stores or intend to locate new stores. This
competition is more significant internationally, where we have a limited number of stores and limited brand recognition.
Our objective is to compete primarily based upon the membership value proposition we are able to offer due to our significant economies of scale, high-quality
fitness experience, judgement-free atmosphere and superior customer service, all at an attractive value, which we believe differentiates us from our competitors.
Our competition continues to increase as we continue to expand into new markets and add stores in existing markets. See also “Risk Factors—Risks related to our
business and industry—The high level of competition in the health and fitness industry could materially and adversely affect our business.”
Suppliers
Franchisees are required to purchase fitness equipment from us (or our required vendors in the case of franchisees located in certain international markets) and are
required to purchase various other items from vendors that we approve. We sell equipment purchased from third-party equipment manufacturers to franchisee-
owned stores in the U.S. We also have one approved supplier of tanning beds, one approved supplier of massage beds and chairs, and various approved suppliers of
non-fitness equipment and miscellaneous items. These vendors arrange for delivery of products and services directly to franchisee-owned stores. From time to
time, we re-evaluate our supply relationships to ensure we obtain competitive pricing and high-quality equipment and other items.
Human Capital
Workforce
As of December 31, 2020, we employed 1,387 employees at our corporate-owned stores and 229 employees at our corporate headquarters located at 4 Liberty Lane
West, Hampton, New Hampshire. None of our employees are represented by labor unions, and we believe we have an excellent relationship with our employees.
Planet Fitness franchises are independently owned and operated businesses. As such, employees of our franchisees are not employees of the Company.
Strategy
At Planet Fitness, we believe that an engaged, diverse, and inclusive culture is essential for the success of our business. To elevate our approach, in 2019 we hired a
Chief People Officer to develop and implement an overarching human capital management strategy, programming and initiatives. Based on strategic analysis
regarding the immediate and future needs of our business and our team members, we identified three critical areas of focus: Employee Engagement and Workplace
Culture, Employee Health and Safety, and Diversity, Equity and Inclusion (“DE&I”). We believe that focus and investment in these three areas will, in turn,
generate long-term value.
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Employee Engagement and Workplace Culture
At Planet Fitness, we believe that culture is the core of our business. To ensure that our culture is rooted in ongoing engagement with our team members, our Chief
People Officer hosts ongoing small informal meetings with team members across all departments. These conversations are designed to bring feedback about
aspects of the business that are important to our workforce to the forefront of management’s attention, and to increase direct engagement and trust at every level of
the company. Feedback is carefully reviewed by our human resources teams and shared with our executive leadership team, including our CEO.
We maintain numerous additional avenues for learning from our team members, ranging from anonymous surveys to townhall Q&A sessions and other ongoing
opportunities to share thoughts and ideas. In 2020, we conducted a topic-specific survey to assess sentiment around a variety of topics such as workplace flexibility
(i.e., remote/in-office), DE&I efforts, and improving our culture, and, in response, made several updates to our benefits package while ensuring existing programs
were properly communicated to eligible team members (including, for instance, our enhanced parental leave and early release Fridays for increased flexibility). Our
employee satisfaction score has continued to increase year over year since 2018, and we are continually seeking new ways to hear from our team members
regarding their priorities and needs.
Training & Development
A critical component of maintaining our engaged and inclusive culture is making investments in our team members at all levels. Programs at Planet Fitness range
from ongoing professional-level workshops led by our training department to numerous online courses that are broadly available to all team members via PF
University. We also host mandatory unconscious bias trainings for our team members. To ensure that we accelerate the development our highest-potential team
members, in 2017 we established the Leadership Academy, a professional development series offered to team members who are managers or hold other more
senior roles.
Health & Safety
Given our core mission is centered on improving people’s lives and keeping people healthy and the customer-facing nature of our business, the overall health and
safety of our team members and our members has been a longstanding priority for the company and a core component of our broader environmental, social and
corporate governance (“ESG”) objectives and strategy. In 2020, we were able to draw on our knowledge, experience and commitment to health and safety to act
quickly to protect our Planet Fitness community during the COVID-19 pandemic. Our COVID-19 policies and protocols, which we developed in consultation with
national and global health experts, include:
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Implementing policies to keep people safe, including requiring all employees and members to wear masks in our stores, physical distancing measures, and
enhanced cleaning and sanitization;
Equipping stores with disinfectant effective against COVID-19 on surfaces; and
Adding a COVID-19 wellness questionnaire and touchless check-in via the Planet Fitness app.
Diversity, Equity & Inclusion
We recognize that diversity of our workforce at all levels of our company is a business and social imperative. To assess and accelerate our efforts, in 2020 we
formed a DE&I Task Force, with responsibility for developing a strategic roadmap to address short- and long-term priorities as well as a plan for ensuring that we
continue to make progress.
Planet Fitness measures diversity across ethnic/racial groups, gender and employee level to help inform human capital management strategies and ensure an
engaged workforce. We will publicly disclose Equal Opportunity Employment Standard Form 100 data from 2019 and 2020 in our 2020 Impact Report.
Information technology and systems
All stores use a computerized, third-party hosted store management system to process new in-store memberships, bill members, update member information,
check-in members, process point of sale transactions as well as track and analyze sales, membership statistics, cross-store utilization, member tenure, amenity
usage, billing performance and demographic profiles by member. Our websites and mobile platforms are hosted by third parties, and we also rely on third-party
vendors for related functions such as our system for processing and integrating new online memberships, updating member information and making online
payments. We believe these systems are scalable to support our growth plans.
Our back-office computer systems are comprised of a variety of technologies designed to assist in the management and analysis of our revenues, costs and key
operational metrics as well as support the daily operations of our headquarters. These computer systems include third-party hosted systems that support our real
estate and construction processes, a third-party hosted financial system, third-party hosted data warehouses and business intelligence system to consolidate multiple
data sources for reporting,
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advanced analysis, consumer insights and financial analysis and forecasting, a third-party hosted payroll system, on premise telephony systems and a third-party
hosted call center software solution to manage and track member-related requests.
We also provide our franchisees access to a web-based, third-party hosted custom franchise management system to receive informational notices, operational
resources and updates, training materials and other franchisee communications.
In 2018, we engaged with a third-party software development vendor to develop a new, custom digital platform, which, through the exchange of data and
introduction of digital products and services, facilitates digital experiences across any digital channel, including mobile, online and in-store media. In 2019, we
worked with one of our third party software development partners to develop and roll-out a new customized mobile application. We also evaluated and selected a
new in-store media solution that began rolling out to our stores in 2020. In 2020, we began introducing premium digital content through a partnership, across
multiple channels, but primarily through our mobile app. These solutions have facilitated our ability to continue providing differentiated and unique experiences to
our customers, allow for various partnership types and are aligned with our ongoing business strategy.
We recognize the value of enhancing and extending the uses of information technology in virtually every area of our business. Our information technology strategy
is aligned to support our business strategy and operating plans. We maintain an ongoing comprehensive multi-year program to replace or upgrade key systems,
enhance security and optimize their performance.
Intellectual property
We own many registered trademarks and service marks in the U.S. and in other countries, including “Planet Fitness,” “Judgement Free Zone,” “PE@PF,” “Lunk
Alarm,” “Black Card,” “PF Black Card,” “No Gymtimidation,” “You Belong,” “The Judgement Free Generation,” “United We Move” and various other
trademarks and trade dress. We believe the Planet Fitness name and the many distinctive marks associated with it are of significant value and are very important to
our business. Accordingly, as a general policy, we pursue registration of our marks in select international jurisdictions, monitor the use of our marks in the U.S. and
internationally and challenge any unauthorized use of the marks.
We license the use of our marks to franchisees, third-party vendors and others through franchise agreements, vendor agreements and licensing agreements. These
agreements typically restrict third parties’ activities with respect to use of the marks and impose brand standards requirements. We require licensees to inform us of
any potential infringement of the marks.
We register some of our copyrighted material and otherwise rely on common law protection of our copyrighted works. Such copyrighted materials are not material
to our business.
We also license some intellectual property from third parties for use in our stores but such licenses are not material to our business.
Government regulation
We and our franchisees are subject to various federal, international, state, provincial and local laws and regulations affecting our business.
We are subject to the FTC Franchise Rule promulgated by the FTC that regulates the offer and sale of franchises in the U.S. and its territories (including Puerto
Rico) and requires us to provide to all prospective franchisees certain mandatory disclosure in a franchise disclosure document (“FDD”), unless otherwise exempt.
In addition, we are subject to state franchise registration and disclosure laws in approximately 14 states and various business opportunity laws that regulate the
offer and sale of franchises by requiring us, unless otherwise exempt, to register our franchise offering in those states prior to our making any offer or sale of a
franchise in those states and to provide a FDD to prospective franchisees in accordance with such laws.
We are subject to franchise disclosure laws in six provinces in Canada that regulate the offer and sale of franchises by requiring us, unless otherwise exempt, to
prepare and deliver a franchise disclosure document to disclose our franchise offering in those provinces in a prescribed format to prospective franchisees in
accordance with such laws, and that regulate certain aspects of the franchise relationship. We are subject to similar franchise sales laws in Mexico and Australia,
and may become subject to similar laws in other countries in which we may offer franchises in the future. We are also subject to franchise relationship laws in
approximately 20 states and in various U.S. territories that regulate many aspects of the franchise relationship including, depending upon the jurisdiction, renewals
and terminations of franchise agreements, franchise transfers, the applicable law and venue in which franchise disputes may be resolved, discrimination, and
franchisees’ rights to associate, among others. In addition, we and our franchisees may also be subject to laws in other foreign countries where we or they do
business.
We and our franchisees are also subject to the U.S. Fair Labor Standards Act of 1938, as amended, similar state laws in certain jurisdictions, and various other U.S.
and international laws governing such matters as minimum-wage requirements, overtime and other working conditions. Based on our experience with hiring
employees and operating stores, we believe a significant
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number of our and our franchisees’ employees are paid at rates related to the U.S. federal or state minimum wage, and past increases in the U.S. federal and/or state
minimum wage have increased labor costs, as would future increases.
Our and our franchisees’ operations and properties are subject to extensive U.S. federal and state, as well as international, provincial and local laws and regulations,
including those relating to environmental, building and zoning requirements. Our and our franchisees’ development of properties depends to a significant extent on
the selection and acquisition of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements.
We and our franchisees are responsible at each of our respective locations for compliance with U.S. state laws, Canadian provincial laws and other international
local laws that regulate the relationship between health clubs and their members. Nearly all states and provinces have consumer protection regulations that limit the
collection of monthly membership dues prior to opening, require certain disclosures of pricing information, mandate the maximum length of contracts and “cooling
off” periods for members (after the purchase of a membership), set escrow and bond requirements for health clubs, govern member rights in the event of a member
relocation or disability, provide for specific member rights when a health club closes or relocates or preclude automatic membership renewals.
We and our franchisees primarily accept payments for our memberships through EFTs from members’ bank accounts, and therefore, we and our franchisees are
subject to federal, state and international laws legislation and certification requirements, including the Electronic Funds Transfer Act. Some states and provinces
have passed or have considered legislation requiring gyms and health clubs to offer a prepaid membership option at all times and/or limit the duration for which
memberships can auto-renew through EFT payments, if at all. Our business relies heavily on the fact that our memberships continue on a month-to-month basis
after the completion of any initial term requirements, and compliance with these laws, regulations, and similar requirements may be onerous and expensive, and
variances and inconsistencies from jurisdiction to jurisdiction may further increase the cost of compliance and doing business. States that have such health club
statutes provide harsh penalties for violations, including membership contracts being void or voidable.
Additionally, the collection, maintenance, use, disclosure and disposal of personally identifiable data by our, or our franchisees’, businesses are regulated at the
federal, state and international levels as well as by certain financial industry groups, such as the Payment Card Industry, Security Standards Council, the National
Automated Clearing House Association (“NACHA”) and the Canadian Payments Association. Federal, state, international and financial industry groups may also
consider from time to time new privacy and security requirements that may apply to our businesses and may impose further restrictions on our collection,
disclosure, use, and disposal of personally identifiable information that is housed in one or more of our databases. These security requirements and further
restrictions, including the General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”), grant protections and causes of
action related to consumer data privacy and the methods in which it is collected, stored, used, and disposed by us, our franchisees, and applicable third parties.
Many of the states and provinces where we and our franchisees operate stores have health and safety regulations that apply to health clubs and other facilities that
offer indoor tanning services, including certain temporary regulations related to the COVID-19 pandemic. In addition, U.S. federal law imposes a 10% excise tax
on indoor tanning services. Under the rule promulgated by the IRS imposing the tax, a portion of the cost of memberships that include access to our tanning
services are subject to the tax.
Our organizational structure
Planet Fitness, Inc. is a holding company, and its principal asset is an equity interest in the membership units (“Holdings Units”) in Pla-Fit Holdings, LLC (“Pla-Fit
Holdings”).
We are the sole managing member of Pla-Fit Holdings. We operate and control all of the business and affairs of Pla-Fit Holdings, and we hold 100% of the voting
interest in Pla-Fit Holdings. As a result, we consolidate Pla-Fit Holdings’ financial results and report a non-controlling interest related to the Holdings Units not
owned by us. See Note 1 to the consolidated financial statements included in Part II, Item 8 for more information.
Available information
Our website address is www.planetfitness.com, and our investor relations website is located at http://investor.planetfitness.com. Information on our website is not
incorporated by reference herein. Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and our Proxy
Statements for our annual meetings of shareholders, and any amendments to those reports, as well as Section 16 reports filed by our insiders, are available free of
charge on our website as soon as reasonably practicable after we file the reports with, or furnish the reports to, the Securities and Exchange Commission (the
“SEC”).The SEC maintains an Internet site (http://www.sec.gov) containing reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC.
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Item 1A. Risk Factors.
We could be adversely impacted by various risks and uncertainties. If any of these risks actually occurs, 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.
Summary of Risk Factors
Risks related to our business and industry
• Our business and results of operations have been and are expected to continue to be materially impacted by the ongoing COVID-19 pandemic, and could
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be impacted by similar events in the future.
Our success depends substantially on the value of our brand, which could be materially and adversely affected by the high level of competition in the
health and fitness industry, our ability to anticipate and satisfy consumer preferences, shifting views of health and fitness and our ability to obtain and
retain high-profile strategic partnership arrangements.
Our and our franchisees’ stores may be unable to attract and retain members, which would materially and adversely affect our business, results of
operations and financial condition.
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Our intellectual property rights, including trademarks, trade names, copyrights and trade dress, may be infringed, misappropriated or challenged by others.
• We and our franchisees rely heavily on information systems, including the use of email marketing and social media, and any material failure, interruption
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or weakness may prevent us from effectively operating our business, damage our reputation or subject us to potential 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 harm
our brand and our business.
If we fail to successfully implement our growth strategy, which includes new store development by existing and new franchisees, our ability to increase
our revenues and operating profits could be adversely affected.
Our planned growth and 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, our relationships with and actions taken by our franchisees.
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• We are subject to a variety of additional risks associated with our franchisees, such as potential franchisee bankruptcies, franchisee changes in control,
franchisee turnover rising costs related to construction of new stores and maintenance of existing stores, which could adversely affect the attractiveness of
our franchise model, and in turn our business, results of operations and financial condition.
• 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
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stores.
Our business is subject to various laws and regulations including, among others, those governing indoor tanning, electronic funds transfer, ACH, credit
card, debit card and digital payment options, and changes in such laws and regulations, failure to comply with existing or future laws and regulations or
failure to adjust to consumer sentiment regarding these matters, could harm our reputation and adversely affect our business.
• We are subject to risks associated with leasing property subject to long-term non-cancelable leases.
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If we and our franchisees are unable to identify and secure suitable sites for new franchise stores, our revenue growth rate and profits may be negatively
impacted.
Opening new stores in close proximity may negatively impact our existing stores’ revenues and profitability.
Our franchisees may incur rising costs related to construction of new stores and maintenance of existing stores, 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.
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Risks related to our indebtedness
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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 and December 3, 2019 and which impose certain restrictions on our activities and the activities of our subsidiaries.
• We have a significant amount of debt outstanding, which will require a significant amount of cash to service and such indebtedness, along with the other
contractual commitments 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.
The ability to generate cash or refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control.
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Risks related to our organizational structure
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• We will be required to pay certain of our existing and previous owners for certain tax benefits we may claim. We expect that the payments we will be
required to make will be substantial and may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes
subject to the tax receivable agreements and we will not be reimbursed for any payments made pursuant to 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.
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Risks related to our Class A common stock
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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.
Financial forecasting may differ materially from actual results.
Risks related to our business and industry
Our business and results of operations have been and are expected to continue to be materially impacted by the ongoing COVID-19 pandemic.
The outbreak of disease caused by COVID-19, which was declared a pandemic by the World Health Organization in March 2020, continues to impact worldwide
consumer behavior and economic activity. A public health pandemic such as COVID-19 poses the risk that we or our employees, franchisees, members, suppliers
and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns, travel restrictions, social
distancing requirements, stay at home orders and advisories and other restrictions that may be suggested or mandated by governmental authorities. The COVID-19
pandemic may also have the effect of heightening many of the other risks described elsewhere in this report, such as those relating to our growth strategy,
international operations, our ability to attract and retain members, our supply chain, health and safety risks to our members, loss of key employees and changes in
consumer preferences, as well as risks related to our significant indebtedness, including our ability to generate sufficient cash and comply with the terms of and
restrictions under the agreements governing such indebtedness.
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The extent of the impact of the COVID-19 pandemic remains highly uncertain and difficult to predict. However, the continued spread of the virus and the measures
taken in response to it have disrupted our operations and have adversely impacted our business, financial condition and results of operations. For example, in
response to the COVID-19 pandemic, we proactively closed all of our stores system-wide beginning in mid-March 2020, temporarily furloughed a majority of our
corporate-owned store employees while corporate-owned stores remained closed, suspended billing membership and annual fees while stores were closed and
temporarily suspended sales and placement of equipment. We and our franchisees took other actions, such as temporary rent deferrals and suspension of marketing
activities, as additional measures to preserve cash and liquidity during closure periods. Temporary rent deferrals have often led to renegotiated rent payment
schedules with landlords, some of which remain unresolved and may affect us or our franchisees in future periods. As COVID-19 continues to impact areas in
which our stores operate, certain of our stores have had to re-close or significantly reduce capacity, and additional stores may have to re-close or further reduce
capacity, pursuant to local guidelines. As a result of COVID-19, we have also experienced to date, and may continue to experience, a decrease in our net
membership base. The significance of the ultimate operational and financial impact to us will depend on how long and widespread the disruptions caused by
COVID-19, and the corresponding response to contain the virus and treat those affected by it, prove to be.
Our success depends substantially on the value of our brand.
Our success is dependent in large part upon our ability to maintain and enhance the value of our brand, our store members’ connection to our brand and a positive
relationship with our franchisees. Brand value can be severely damaged even by isolated incidents, particularly if the incidents receive considerable negative
publicity or result in litigation. Some of these incidents may relate to our policies, the way we manage our relationships with our franchisees, our growth strategies,
our development efforts or the ordinary course of our, or our franchisees’, businesses. Other incidents that could be damaging to our brand may arise from events
that are or may be beyond our ability to control, such as:
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actions taken (or not taken) by one or more franchisees or their employees relating to health, safety, welfare or otherwise;
data security breaches or fraudulent activities associated with our and our franchisees’ electronic payment systems;
regulatory, investigative or other actions relating to our and our franchisees’ data privacy practices;
litigation and legal claims;
third-party misappropriation, dilution or infringement or other violation of our intellectual property;
regulatory, investigative or other actions relating to our and our franchisees’ provision of indoor tanning services;
illegal activity targeted at us or others; and
conduct by individuals affiliated with us which could violate ethical standards or otherwise harm the reputation of our brand.
Consumer demand for our stores and our brand’s value could diminish significantly if any such incidents or other matters erode consumer confidence in us, our
stores or our reputation as a health and fitness brand, which would likely result in fewer memberships sold or renewed and, ultimately, lower royalty revenue,
which in turn could materially and adversely affect our results of operations and financial condition.
The high level of competition in the health and fitness industry could materially and adversely affect our business.
We compete with the following industry participants: other health and fitness clubs; physical fitness and recreational facilities established by non-profit
organizations and businesses for their employees; private studios and other boutique fitness offerings; racquet, tennis and other athletic clubs; amenity and
condominium/apartment clubs; country clubs; online personal training and fitness coaching; delivery of digital fitness content; the home-use fitness equipment
industry; local tanning salons; businesses offering similar services; and other businesses that rely on consumer discretionary spending. We may not be able to
compete effectively in the markets in which we operate. Competitors may attempt to copy our business model, or portions thereof, which could erode our market
share and brand recognition and impair our growth rate and profitability. Competitors, including companies that are larger and have greater resources than us, may
compete with us to attract members in our markets. Non-profit organizations in our markets may be able to obtain land and construct stores at a lower cost and
collect membership dues and fees without paying taxes, thereby allowing them to charge lower prices. Luxury fitness companies may attempt to enter our market
by lowering prices or creating lower price brand alternatives. Furthermore, due to the increased number of low-cost health and fitness club alternatives, we may
face increased competition if we increase our price or if discretionary spending declines. This competition may limit our ability to attract and retain existing
members and our ability to attract new members, which in each case could materially and adversely affect our results of operations and financial condition.
Consumer demand for digital fitness offerings may increase, which could require us to effectively recruit the skills and talent structure needed to adequately
compete in this space, in addition to investing incremental marketing funds to produce differentiated content.
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If we are unable to anticipate and satisfy consumer preferences and shifting views of health and fitness, our business may be adversely affected.
Our success depends on our ability to anticipate and satisfy consumer preferences relating to health and fitness. Our business is and all of our services are subject to
changing consumer preferences that cannot be predicted with certainty. Developments or shifts in research or public opinion on the types of health and fitness
services we provide could negatively impact the business or consumers’ preferences for health and fitness services could shift rapidly to different types of health
and fitness centers or at-home fitness options; and we may be unable to anticipate and respond to shifts in consumer preferences. It is also possible that competitors
could introduce new products and services that negatively impact consumer preference for our business model, or that consumers could prefer health and fitness
opportunities outside of the gym that do not align with our business model. Failure to predict and respond to changes in public opinion, public research and
consumer preferences could adversely impact our business.
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.
A principal component of our marketing program has been to partner with high-profile marketing partners, such as our sponsorship of ABC’s “Dick Clark’s New
Year’s Rockin’ Eve with Ryan Seacrest 2021,” to help us extend the reach of our brand. Although we have partnered with several well-known partners in this
manner, we may not be able to attract and partner with new marketing partners in the future. In addition, if the actions of our partners were to damage their
reputation, our partnerships may be less attractive to our current or prospective members. Any of these failures by us or our partners could adversely affect our
business and revenues.
Our and our franchisees’ stores may be unable to attract and retain members, which would materially and adversely affect our business, results of operations
and financial condition.
Our target market is average people seeking regular exercise and people who are new to fitness. The success of our business depends on our and our franchisees’
ability to attract and retain members. Our and our franchisees’ marketing efforts may not be successful in attracting members to stores, and membership levels may
materially decline over time, especially at stores in operation for an extended period of time. Members may cancel their memberships at any time after giving
proper notification, in accordance with the terms of their membership agreement, subject to an initial minimum term applicable to certain memberships. We may
also cancel or suspend memberships if a member fails to provide payment for an extended period of time. In addition, we experience attrition and must continually
engage existing members and attract new members in order to maintain membership levels. A portion of our member base does not regularly use our stores and
may be more likely to cancel their membership. Some of the factors that could lead to a decline in membership levels include changing desires and behaviors of
consumers or their perception of our brand, a shift to digital fitness versus our core bricks and mortar fitness offerings, changes in discretionary spending trends
and general economic conditions, market maturity or saturation, a decline in our ability to deliver quality service at a competitive price, an increase in monthly
membership dues due to inflation, direct and indirect competition in our industry and a decline in the public’s interest in health and fitness, among other factors. In
order to increase membership levels, we may from time to time offer promotions or lower monthly dues or annual fees. If we and our franchisees are not successful
in optimizing price or in adding new memberships in new and existing stores, growth in monthly membership dues or annual fees may suffer. Any decrease in our
average dues or fees or higher membership costs may adversely impact our 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.
Our intellectual property (including our brand) is important to our continued success. We seek to protect our trademarks, trade names, copyrights, trade dress and
other intellectual property by exercising our rights under applicable state, provincial, federal and international laws. Policing unauthorized use and other violations
of our intellectual property rights is difficult, and the steps we take may not prevent misappropriation, infringement, dilution or other violations of our intellectual
property, especially internationally where foreign nations may not have laws to protect against “squatting,” or in “first-to-file” nations where trademark rights can
be obtained despite a third party’s prior use of our intellectual property. If we were to fail to successfully protect our intellectual property rights for any reason, or if
any third party misappropriates, dilutes, infringes or violates our intellectual property, the value of our brand may be harmed, which could have an adverse effect
on our business, results of operations and financial condition. Any damage to our reputation could cause membership levels to decline or make it more difficult to
attract new members.
We may also from time to time be required to initiate litigation to enforce our intellectual property rights. Third parties may also assert that we have infringed,
diluted, misappropriated or otherwise violated their intellectual property rights, which could lead to litigation against us. Litigation, even where we are likely to
prevail, is inherently uncertain and could divert the attention of management, result in substantial costs and diversion of resources and negatively affect our
membership sales and
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profitability regardless of whether we are able to successfully enforce or defend our rights. Despite our efforts to enforce and defend our intellectual property
rights, title defects can arise from conduct of third parties that we cannot anticipate or control, or our exclusive ownership and control over our intellectual
property, especially our rights in trademarks and trade secrets, could be diminished or impaired. For example, under U.S. law a third party’s prior use of a
trademark similar to a Planet Fitness trademark could impair our rights in our trademarks, which, despite reasonable research and efforts, we may not have been
able to discover or anticipate. In addition, our trade secrets and confidential information could be compromised through misappropriation or unauthorized
disclosure, including through a cyber incident, and, despite our reasonable efforts to protect our confidential information and trade secrets, and to maintain the
proprietary status thereof, the information could be disclosed or a court could reasonably rule that legal protections provided to trade secrets are no longer
enforceable, which could have a material adverse effect on our business, results of operations, financial condition and cash flow.
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.
We and our franchisees increasingly rely on information systems, including point-of-sale processing systems in our stores and other information systems managed
by third parties, to interact with our franchisees and members and collect, maintain, store and transmit member information, billing information and other
personally identifiable information, including for the operation of stores, collection of cash, legal and regulatory compliance, management of our supply chain,
accounting, staffing, payment of obligations, ACH transactions, credit and debit card transactions and other processes and procedures. Since 2015, we have used a
commercially available third-party point-of-sale system. Unforeseen issues, such as bugs, data inconsistencies, outages, changes in business processes, and other
interruptions with the point-of-sale system in the past have had, and in the future could have, an adverse impact on our business. Additionally, if we move to
different third-party systems, or otherwise significantly modify the point-of-sale system, our operations, including EFT drafting, could be interrupted. Our ability to
efficiently and effectively manage our franchisee and corporate-owned stores depends significantly on the reliability and capacity of these systems, and any
potential failure of these third parties to provide quality uninterrupted service is beyond our control.
In 2018, we engaged with a new third-party software development company to develop a digital platform that runs on new data services and solutions, and
facilitates digital experiences across digital channels, including mobile, online, and in-club media. We continue to invest in this platform to deliver new digital
experiences that provide better services and value to our store members and franchisees. If we move to a different partner to develop and maintain this platform, or
if the current partner’s ability to provide its services is impaired, our operations could increasingly be interrupted. This platform is built on commercial cloud
computing platforms and future digital services we may offer could also be sourced from third-party platforms. Such platforms depend on the internet, internet
providers and cloud computing providers to deliver ongoing services, the interruption of which could disrupt our operations. Disruption to those platforms and/or
services could impact the products and services we offer to our members and affect our membership sales and retention.
Our and our franchisees’ operations depend upon our ability, and the ability of our franchisees and third-party service providers (as well as their third-party service
providers), to protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic
events, as well as from internal and external security breaches, viruses, denial-of-service attacks and other disruptions. The failure of these systems to operate
effectively, stemming from maintenance problems, upgrading or transitioning to new platforms, expanding our systems as we grow, a breach in security or other
unanticipated problems could result in interruptions to or delays in our business and member services and reduce efficiency in our operations. In addition, the
implementation of technology changes and upgrades to maintain current and integrate new systems may also cause service interruptions, operational delays due to
the learning curve associated with using a new system, transaction processing errors and system conversion delays and may cause us to fail to comply with
applicable laws. If our information systems, or those of our franchisees and third-party service providers (as well as their third-party service providers), fail and our
or our partners’ third-party back-up or disaster recovery plans are not adequate to address such failures, our revenues and profits could be reduced and the
reputation of our brand and our business could be materially adversely affected, which in turn may materially and adversely affect our results of operations and
financial condition.
Use of email marketing and social media may adversely impact our reputation or subject us to fines or other penalties.
There has been a substantial increase in the use of email and social media platforms, including v-logs, blogs, chat platforms, social media websites and other forms
of internet-based communication, which allow access to a broad audience of consumers and other interested persons. The rising popularity of social media and
other consumer-oriented technologies has increased the speed and accessibility of information dissemination. Negative or false commentary about us may be
posted on social media platforms or similar platforms at any time and may harm our business, brand, reputation, marketing partners, financial condition, and results
of operations, regardless of the information’s accuracy. Consumers value readily available information about health clubs and often act on such information
without further investigation and without regard to its accuracy. The harm may be immediate without affording us an opportunity for redress or correction. In
addition, social media platforms provide users with access to such a broad audience that collective action against our stores, such as boycotts, can be more easily
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organized. If such actions were organized, we could suffer reputational damage as well as physical damage to our stores. Social media and other platforms have in
the past been and may in the future be used to attack us, our information security systems and our reputation, including through use of spam, spyware, ransomware,
phishing and social engineering, viruses, worms, malware, distributed denial of service attacks, password attacks, “Man in the Middle” attacks, cybersquatting,
impersonation of employees or officers, abuse of comments and message boards, fake reviews, doxing and swatting. We have a cyber security policy that attempts
to prevent and respond to these attacks. Nonetheless, these types of attacks are pervasive inside and outside of the industry and could lead to the improper
disclosure of proprietary information, negative comments about our brand, exposure of personally identification information, fraud, hoaxes or malicious
dissemination of false information, which could lead to a decline in the value of our brand, which could have a material adverse effect on our business.
We also use email and social medial platforms as marketing tools. For example, we maintain social media accounts and may occasionally email members to inform
them of certain offers or promotions. As laws and regulations, including Federal Trade Commission (“FTC”) enforcement, rapidly evolve to govern the use of
these platforms and devices, the failure by us, our employees, our franchisees or third parties acting at our direction to abide by applicable laws and regulations in
the use of these platforms and devices could adversely impact our and our franchisees’ business, financial condition and results of operations 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.
In the ordinary course of business, we and our franchisees collect, maintain, store and transmit member and employee data, including credit and debit card
numbers, bank account information, driver’s license numbers, dates of birth and other highly sensitive personally identifiable information, in information systems
that we maintain and in those maintained by franchisees and third parties with whom we contract to provide services. In 2019, we introduced a mobile application
that tracks exercise and activity-related data, which may in the future track other personal information. Some of this data is sensitive and could be an attractive
target of a criminal attack by malicious third parties with a wide range of motives and expertise, including lone wolves, organized criminal groups, “hacktivists,”
disgruntled current or former employees and others. The integrity and protection of member and employee data is critical to us.
Despite the security measures we have in place to comply with applicable laws and rules, our facilities and systems, and those of our franchisees and third-party
service providers (as well as their third-party service providers), may be vulnerable to security breaches, acts of cyber terrorism or sabotage, vandalism or theft,
computer viruses, loss or corruption of data, programming or human errors or other similar events. Furthermore, the size and complexity of our information
systems, and those of our franchisees and our third-party service providers (as well as their third-party service providers), make such systems potentially vulnerable
to security breaches from inadvertent or intentional actions by our employees, franchisees or vendors, or from attacks by malicious third parties. Because such
attacks are increasing in sophistication and change frequently in nature, we, our franchisees and our third-party service providers may be unable to anticipate these
attacks or implement adequate preventative measures, and any compromise of our systems, or those of our franchisees and third-party service providers (as well as
their third-party service providers), may not be discovered and remediated promptly. Changes in consumer behavior following a security breach or perceived
breach, act of cyber terrorism or sabotage, vandalism or theft, computer viruses, loss or corruption of data or programming or human error or other similar event
affecting a competitor, large retailer or financial institution may materially and adversely affect our business, which in turn may materially and adversely affect our
results of operations and financial condition.
Additionally, the handling of personally identifiable information by our, or our franchisees’, businesses are regulated at the federal, state and international levels, as
well as by certain industry groups, such as the Payment Card Industry Security Standards Council, NACHA, Canadian Payments Association and individual credit
card issuers. Federal, state, international and industry groups may also consider and implement from time to time new privacy and security requirements that apply
to our businesses. Compliance with contractual obligations and evolving privacy and security laws, requirements and regulations may result in cost increases due to
necessary systems changes, new limitations or constraints on our business models and the development of new administrative processes. They also may impose
further restrictions on our handling of personally identifiable information that are housed in one or more of our, or our franchisees’ databases, or those of our third-
party service providers. Noncompliance with privacy laws or industry group requirements or a security breach or perceived non-compliance or breach involving the
misappropriation, loss or other unauthorized disclosure of personal, sensitive or confidential information, whether by us or by one of our franchisees or vendors,
could have material adverse effects on our and our franchisees’ business, operations, brand, reputation and financial condition, including decreased revenue,
material fines and penalties, litigation, increased financial processing fees, compensatory, statutory, punitive or other damages, adverse actions against our licenses
to do business and injunctive relief by court or consent order. Despite our efforts, the handling of personally identifiable information may not be in compliance
with applicable law, or this information could be disclosed or lost due to a hacking event or unauthorized access to our information system, or through publication
or improper disclosure, any of which
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could affect the value of our brand. We maintain and we require our franchisees to maintain cyber risk insurance, but in the event of a significant data security
breach, this insurance may not cover all of the losses that we would be likely to suffer.
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 harm our
brand and our business.
We have been in the past, and we could be in the future, subject to cyber incidents or other adverse events that threaten the confidentiality, integrity or availability
of information resources, including intentional attacks or unintentional events where parties gain unauthorized access to systems to disrupt operations, corrupt data
or steal confidential information about customers, franchisees, vendors and employees. Such attacks have become more common, and many companies have
recently experienced serious cyber incidents and breaches of their information technology systems. As our reliance on technology has increased, so have the risks
posed to our systems, both internal and those we have outsourced. The three primary risks that could directly result from the occurrence of a cyber incident include
operational interruption, damage to the relationship with members and private data exposure, which each in turn could create additional risks and exposure. We
maintain insurance coverage to address cyber incidents, and have also implemented processes, procedures and controls to help mitigate these risks. However, these
measures do not guarantee that our reputation and financial results will not be adversely affected by such an incident.
Because our franchisees accept electronic forms of payment from their customers, our business requires the collection and retention of customer data, including
credit and debit card numbers and other personally identifiable information in various information systems that we and our franchisees maintain and in those
maintained by third parties with whom we and our franchisees contract to provide credit card processing. We also maintain important internal company data, such
as personally identifiable information about our employees and franchisees and information relating to our operations. Our use of personally identifiable
information is regulated by foreign, federal and state laws, as well as by certain third-party agreements. As privacy and information security laws and regulations
and contractual obligations with third parties evolve, we may incur additional costs to ensure that we remain in compliance with those laws and regulations and
contractual obligations. If our security and information systems are compromised or if we, our employees or franchisees fail to comply with these laws, regulations,
or contract terms, and this information is obtained by unauthorized persons or used inappropriately, it could adversely affect our reputation and could disrupt our
operations and result in costly litigation, judgments, or penalties arising from violations of federal and state laws and payment card industry regulations.
Under certain laws, regulations and contractual obligations, a cyber incident could also require us to notify customers, employees or other groups of the incident or
could result in adverse publicity, loss of sales and profits or an increase in fees payable to third parties. We could also incur penalties or remediation and other costs
that could adversely affect the operation of our business, which in turn may materially and adversely affect our results of operations and financial condition.
If we fail to successfully implement our growth strategy, which includes new store development by existing and new franchisees, our ability to increase our
revenues and operating profits could be adversely affected.
Our growth strategy relies in large part upon new store development by existing and new franchisees. Our franchisees face many challenges in opening new stores,
including:
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availability and cost of financing;
selection and availability of suitable store locations;
competition for store sites;
negotiation of acceptable lease and financing terms;
securing required domestic or foreign governmental permits and approvals;
health and fitness trends in new geographic regions and acceptance of our offerings;
employment, training and retention of qualified employees;
ability to open new stores during the timeframes we and our franchisees expect; and
general economic and business conditions.
In particular, because the majority of our new store development is funded by franchisee investment, our growth strategy is dependent on our franchisees’ (or
prospective franchisees’) ability to access funds to finance such development. If our franchisees (or prospective franchisees) are not able to obtain financing at
commercially reasonable rates, or at all, they may be unwilling or unable to invest in the development of new stores, and our future growth could be adversely
affected.
Our growth strategy also relies on our ability to identify, recruit and enter into agreements with a sufficient number of franchisees. In addition, our ability and the
ability of our franchisees to successfully open and operate new stores in new or
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existing markets may be adversely affected by a lack of awareness or acceptance of our brand, as well as a lack of existing marketing efforts and operational
execution in these new markets. To the extent that we are unable to implement effective marketing and promotional programs and foster recognition and affinity
for our brand in new domestic and international markets, our and our franchisees’ new stores may not perform as expected and our growth may be significantly
delayed or impaired. In addition, franchisees of new stores may have difficulty securing adequate financing, particularly in new markets where there may be a lack
of adequate history and brand familiarity. New stores may not be successful or our average store membership sales may not increase at historical rates, which could
materially and adversely affect our business, results of operations and financial condition.
To the extent our franchisees are unable to open new stores as we anticipate, we will not realize the revenue growth that we hope or expect. Our failure to add a
significant number of new stores would adversely affect our ability to increase our revenues and operating income and could materially and adversely affect our
business, results of operations and financial condition.
Our planned growth could place strains on our management, employees, information systems and internal controls, which may adversely impact our business.
Over the past several years, we have experienced growth in our business activities and operations, including a significant increase in the number of system-wide
stores. Our past expansion has placed, and our planned future expansion may place, significant demands on our administrative, operational, financial and other
resources. Any failure to manage growth effectively could seriously harm our business. To be successful, we will need to continue to implement management
information systems and improve our operating, administrative, financial and accounting systems and controls. We will also need to train new employees and
maintain close coordination among our executive, accounting, finance, legal, human resources, risk management, marketing, technology, sales and operations
functions. These processes are time-consuming and expensive, increase management responsibilities and divert management attention, and we may not realize a
return on our investment in these processes. In addition, we believe the culture we foster at our and our franchisees’ stores is an important contributor to our
success. However, as we expand we may have difficulty maintaining our culture or adapting it sufficiently to meet the needs of our operations. These risks may be
heightened as our growth accelerates. In 2020, our franchisees opened 125 stores, compared to 255 stores in 2019, 226 stores in 2018, and 206 stores in 2017. Our
failure to successfully execute on our planned expansion of stores could materially and adversely affect our results of operations and financial condition.
Changes in the industry could place strains on our management, employees, information systems and internal controls, which may adversely impact our
business.
Changes in the industry affecting gym memberships and payment for gym memberships may place significant demands on our administrative, operational,
financial and other resources or require us to obtain different or additional resources. Any failure to manage such changes effectively could adversely affect our
business. To be successful, we will need to continue to implement management information systems and improve our operating, administrative, financial and
accounting systems and controls in order to adapt quickly to such changes. These changes may be time-consuming and expensive, increase management
responsibilities and divert management attention, and we may not realize a return on our investment in implementing these changes, which in turn could materially
and adversely affect our results of operations and financial condition.
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.
We are highly dependent on the services of our senior management team and other key employees at our corporate headquarters and our corporate-owned stores,
and on our and our franchisees’ ability to recruit, retain and motivate key employees. Competition for such employees can be intense, and the inability to attract
and retain the additional qualified employees required to expand our activities, or the loss of current key employees, could adversely affect our and our franchisees’
operating efficiency and financial condition.
Economic, political and other risks associated with our international operations could adversely affect our profitability and international growth prospects.
We currently have stores operating in certain other countries around the world, including Canada, Panama, Mexico and Australia. Our international operations are
subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will increase the impact of these risks.
These risks include, among others:
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inadequate brand infrastructure within foreign countries to support our international activities;
inconsistent regulation or sudden policy changes by foreign agencies or governments;
the collection of royalties from foreign franchisees;
difficulty of enforcing contractual obligations of foreign franchisees;
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increased costs in maintaining international franchise and marketing efforts;
franchisees’ difficulty in raising adequate capital;
problems entering international markets with different cultural bases and consumer preferences;
political and economic instability of foreign markets;
compliance with laws and regulations applicable to our international operations, such as the Foreign Corrupt Practices Act and regulations promulgated by the
Office of Foreign Asset Control;
fluctuations in foreign currency exchange rates; and
operating in new, developing or other markets in which there are significant uncertainties regarding the interpretation, application and enforceability of laws
and regulations relating to contract and intellectual property rights.
As a result, those new stores may be less successful than stores in our existing markets. Further, effectively managing growth can be challenging, particularly as we
continue to expand into new international markets where we must balance the need for flexibility and a degree of autonomy for local management against the need
for consistency with our mission and standards.
Our financial results are affected by the operating and financial results of, and our relationships with, our franchisees.
A substantial portion of our revenues come from royalties, which are generally based on a percentage of gross monthly membership dues and annual fees at our
franchise stores or, in certain cases, a sliding scale based on gross monthly membership dues, other fees and commissions generated from activities associated with
our franchisees, and equipment sales to our franchisees. As a result, our financial results are largely dependent upon the operational and financial results of our
franchisees. As of December 31, 2020, we had approximately 130 franchisee groups operating 2,021 stores. Negative economic conditions, including recession,
public health emergencies, inflation, increased unemployment levels and the effect of decreased consumer confidence or changes in consumer behavior, could
materially harm our franchisees’ financial condition, which would cause our royalty and other revenues to decline and materially and adversely affect our results of
operations and financial condition as a result. In addition, if our franchisees fail to renew their franchise agreements, these revenues may decrease, which in turn
could materially and adversely affect our results of operations and financial condition.
Our franchisees could take actions that harm our business.
Our franchisees are contractually obligated to operate their stores in accordance with the operational, safety and health standards set forth in our agreements with
them, including adherence to applicable laws and regulations. However, franchisees are independent third parties and their actions are outside of our control. In
addition, we cannot be certain that our franchisees will have the business acumen or financial resources necessary to operate successful franchises in their approved
locations, and certain state franchise laws limit our ability to terminate or not renew these franchise agreements. Our franchisees own, operate and oversee the daily
operations of their stores. As a result, the ultimate success and quality of any franchise store rests with the franchisee. If franchisees do not successfully operate
stores in a manner consistent with required standards and comply with local laws and regulations, franchise fees and royalties paid to us may be adversely affected,
and our brand image and reputation could be harmed, which in turn could materially and adversely affect our results of operations and financial condition.
Although we believe we generally maintain positive working relationships with our franchisees, disputes with franchisees could damage our brand image and
reputation and our relationships with our franchisees generally.
We are subject to a variety of additional risks associated with our franchisees.
Our franchise business model subjects us to a number of risks, any one of which may impact our royalty revenues collected from our franchisees, may harm the
goodwill associated with our brand, and may materially and adversely impact our business and results of operations.
Bankruptcy of franchisees. A franchisee bankruptcy could have a substantial negative impact on our ability to collect payments due under such franchisee’s
franchise agreement(s). In a franchisee bankruptcy, the bankruptcy trustee may reject its franchise agreement(s), ADA(s) and/or franchisee lease/sublease pursuant
to Section 365 under the U.S. bankruptcy code, in which case there would be no further royalty payments from such franchisee, and we may not ultimately recover
those payments in a bankruptcy proceeding of such franchisee in connection with a damage claim resulting from such rejection.
Franchisee changes in control. Our franchises are operated by independent business owners. Although we have the right to approve franchise owners, and any
transferee owners, we cannot predict in advance whether a particular franchise owner will be successful. If an individual franchise owner is unable to successfully
establish, manage and operate the store, the performance and quality of service of the store could be adversely affected, which could reduce memberships and
negatively affect our royalty revenues and brand image. Although our agreements prohibit “changes in control” of a franchisee without our prior
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consent as the franchisor, our form franchise agreement, and state franchise relationship laws limit our ability to withhold our consent to the transfer of a store to a
new owner. In any transfer situation, the transferee may not be able to perform its obligations under its franchise agreements and successfully operate the store. In
such a case the performance and quality of service of the store could be adversely affected, which could also reduce memberships and negatively affect our royalty
revenues and brand image.
In addition, in the event of the death or permanent disability of a franchisee (if a natural person) or a principal of a franchisee entity, the executors and
representatives of the franchisee are required to appoint an operator approved by us to manage the store. There is, however, no assurance that any such operator
would be found or, if found, would be able to successfully operate its store. In the event that an acceptable operator is not found, the franchisee would be in default
under its franchise agreement and, among other things, the franchise agreement and the franchisee’s right to operate the store under the franchise agreement could
be terminated. If a new operator is not found or approved by us, or the new operator is not as successful in operating the store as the then-deceased franchisee or
franchisee principal, the gross EFT of the store may be affected and could adversely affect our business and operating results.
Franchisee insurance. Our form franchise agreement requires each franchisee to maintain certain insurance types and levels. Losses arising from certain
extraordinary hazards, however, may not be covered, and insurance may not be available (or may be available only at prohibitively expensive rates) with respect to
many other risks, or franchisees may fail to procure the required insurance. Moreover, any loss incurred could exceed policy limits and policy payments made to
franchisees may not be made on a timely basis. Any such loss or delay in payment could have a material adverse effect on a franchisee’s ability to satisfy its
obligations under its franchise agreement or other contractual obligations, which could cause the termination of the franchisee’s franchise agreement and, in turn,
may materially and adversely affect our operating and financial results.
Some of our franchisees are operating entities. Franchisees may be natural persons or legal entities. Our franchisees that are operating companies (as opposed to
limited purpose entities) are subject to business, credit, financial and other risks, which may be unrelated to the operation of their stores. These unrelated risks
could materially and adversely affect a franchisee that is an operating company and its ability to service its members and maintain store operations while making
royalty payments, which in turn may materially and adversely affect our business and operating results.
Franchise agreement termination; nonrenewal. Each franchise agreement is subject to termination by us as the franchisor in the event of a default, generally after
expiration of applicable cure periods, although under certain circumstances a franchise agreement may be terminated by us upon notice without an opportunity to
cure. The default provisions under the form franchise agreement are drafted broadly and include, among other things, any failure to meet operating standards and
actions that may threaten our brand’s goodwill. Moreover, a franchisee may have a right to terminate its franchise agreement in certain circumstances. Our ability
to terminate a franchise agreement following a default that is not cured within the applicable cure period, if any, and the ability of franchisees under certain
circumstances to terminate a franchise agreement, could reduce our royalty revenue, which in turn may materially and adversely affect our business and operating
results.
In addition, each franchise agreement has an expiration date. Upon the expiration of a franchise agreement, we or the franchisee may, or may not, elect to renew the
franchise agreement. If the franchise agreement is renewed, the franchisee will receive a “successor” franchise agreement for an additional term. Such option,
however, is contingent on the franchisee’s execution of the then-current form franchise agreement (which may include increased royalty payments, advertising fees
and other fees and costs), the satisfaction of certain conditions (including re-equipment and remodeling of the store and other requirements) and the payment of a
successor fee. If a franchisee is unable or unwilling to satisfy any of the foregoing conditions, the expiring franchise agreement will terminate upon expiration of its
term. If not renewed, a franchise agreement and the related payments will terminate. We may be unable to find a new franchisee to replace such lost revenues,
which in turn may materially and adversely affect our business and operating results.
Franchisee litigation; effects of regulatory efforts. We and our franchisees are subject to a variety of litigation risks, including, but not limited to, member claims,
personal injury claims, vicarious liability claims, litigation with or involving our relationship with franchisees, litigation alleging that the franchisees are our
employees or that we are the co-employer of our franchisees’ employees, employee allegations against the franchisee or us of improper termination and
discrimination, landlord/tenant disputes and intellectual property claims. Each of these claims may increase costs, reduce the execution of new franchise
agreements and affect the scope and terms of insurance or indemnifications we and our franchisees may have. In addition, we and our franchisees are subject to
various regulatory efforts to enforce employment laws, such as efforts to classify franchisors as the co-employers of their franchisees’ employees and legislation to
categorize individual franchised businesses as large employers for the purposes of various employment benefits. We and our franchisees also may be subject to
changes in state tax laws or enforcement of state tax laws, whereby states subject certain franchisee payments to out of state franchisors to state sales tax or other,
similar taxes. These and other legislation or regulations may have a disproportionate impact on franchisors and/or franchised businesses. These changes may
impose greater costs and regulatory burdens on franchising and negatively
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affect our ability to sell new franchises, which in turn may materially and adversely affect our results of operations and financial condition.
Franchise agreements and franchisee relationships. Our franchisees develop and operate their stores under terms set forth in our ADAs and franchise agreements,
respectively. These agreements typically give rise to long-term relationships that involve a complex set of mutual obligations and mutual cooperation. We have a
standard set of agreements that we typically use with our franchisees, but various franchisees have negotiated specific terms in these agreements. Furthermore, we
may from time to time negotiate terms of our franchise agreements with individual franchisees or groups of franchisees (e.g., a franchisee association). We seek to
have positive relationships with our franchisees, based in part on our common understanding of our mutual rights and obligations under our agreements, to enable
both the franchisees’ business and our business to be successful. However, we and our franchisees may not always maintain a positive relationship or always
interpret our agreements in the same way. Our failure to have positive relationships with our franchisees could individually or in the aggregate cause us to change
or limit our business practices, which may make our business model less attractive to our franchisees or our members and could result in costly litigation between
us and our franchisees. Finally, we have the discretion to, and may change over time, the financial and other terms of our franchise agreements and ADAs offered
to new franchisees and developers. In the past, we have sought to discuss and reach accord with our franchisee association over such changes, but there is no
assurance that we will be successful in such efforts in the future. If we were unsuccessful, this may lead to discord with our franchisee association that could have a
detrimental effect on the growth of our business.
While our franchisee revenues are not concentrated among one or a small number of parties, the success of our franchise model depends in large part on our ability
to maintain contractual relationships with franchisees in profitable stores. A typical franchise agreement has a ten-year term. Our largest franchisee group accounts
for approximately 8.0% of our total stores and another large franchisee group accounts for approximately 5.1% of our total stores as of December 31, 2020. If we
fail to maintain or renew our contractual relationships on acceptable terms for these or other stores, or if one or more of these large franchisees were to become
insolvent or otherwise were unwilling to pay amounts due to us, our business, reputation, financial condition and results of operations could be materially and
adversely affected.
Construction and maintenance costs. Our franchisees may incur rising costs related to construction of new stores and maintenance of existing stores, which could
adversely affect the attractiveness of our franchise model, and in turn our business, results of operations and financial condition. Corporate-owned stores require
significant upfront and ongoing investment, including periodic remodeling and equipment replacement. If our franchisees’ costs are greater than expected,
franchisees may need to outperform their operational plan to achieve their targeted return. In addition, increased costs may result in lower profits to franchisees,
which may allow a franchisee to terminate its franchise agreement or make it harder for us to attract new franchisees, which in turn could materially and adversely
affect our business, results of operations and financial condition.
In addition, if a franchisee is unwilling or unable to acquire the necessary financing to invest in the maintenance and upkeep of its stores, including periodic
remodeling and replacement of equipment, the quality of its stores could deteriorate, which may have a negative impact on our brand image and our ability to
attract and maintain members, which in turn may have a negative impact on our revenues.
Franchisee turnover. There can be no guarantee of the retention of any, including the top performing, franchisees in the future, or that we will maintain the ability
to attract, retain, and motivate sufficient numbers of franchisees of the same caliber. The quality of existing franchisee operations may be diminished by factors
beyond our control, including franchisees’ failure or inability to hire or retain qualified managers and other personnel. Training of managers and other personnel
may be inadequate. These and other such negative factors could reduce franchise stores’ revenues, impact payments to us from franchisees under the franchise
agreements and could have a material adverse effect on our revenues, which in turn may materially and adversely affect our business.
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
stores.
Use of our and our franchisees’ stores poses some potential health and safety risks to members or guests through physical exertion and use of our services and
facilities, including exercise and tanning equipment. Claims might be asserted against us and our franchisees for injuries or death suffered by members or guests
while exercising and using the facilities at a store. We may not be able to successfully defend such claims. We also may not be able to maintain our general liability
insurance on acceptable terms in the future or maintain a level of insurance that would provide adequate coverage against potential claims. Depending upon the
outcome, these matters may have a material adverse effect on our results of operations, financial condition and cash flows.
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Our business is subject to various laws and regulations and changes in such laws and regulations, or failure to comply with existing or future laws and
regulations, could adversely affect our business.
We are subject to the FTC Franchise Rule, which is a trade regulation imposed on franchising promulgated by the FTC that regulates the offer and sale of
franchises in the United States and that requires us to provide to all prospective franchisees certain mandatory disclosure in a FDD. In addition, we are subject to
state franchise registration and disclosure laws in approximately 14 states and various state business opportunity laws that regulate the offer and sale of franchises
by requiring us, unless otherwise exempt, to register our franchise offering in those states prior to our making any offer or sale of a franchise in those states and to
provide a FDD to prospective franchisees in accordance with such laws. We are subject to franchise disclosure laws in six provinces in Canada that regulate the
offer and sale of franchises by requiring us, unless otherwise exempt, to prepare and deliver a franchise disclosure document to disclose our franchise offering in a
prescribed format to prospective franchisees in accordance with such laws, and that regulate certain aspects of the franchise relationship. We are subject to similar
franchise sales laws in Mexico and Australia, and may become subject to similar laws in other countries in which we may offer franchises in the future. Failure to
comply with such laws may result in a franchisee’s right to rescind its franchise agreement and damages, and may result in investigations or actions from federal or
state franchise authorities, civil fines or penalties, and stop orders, among other remedies. We are also subject to franchise relationship laws in approximately 20
states and in various U.S. territories that regulate many aspects of the franchise relationship including, depending upon the jurisdiction, renewals and terminations
of franchise agreements, franchise transfers, the applicable law and venue in which franchise disputes must be resolved, discrimination and franchisees’ right to
associate, among others. Our failure to comply with such franchise relationship laws could result in fines, damages and our inability to enforce franchise
agreements where we have violated such laws. Although we believe that our FDDs, franchise sales practices and franchise activities comply with such franchise
sales laws and franchise relationship laws, our non-compliance could result in liability to franchisees and regulatory authorities (as described above), inability to
enforce our franchise agreements and a reduction in our anticipated royalty revenue, which in turn may materially and adversely affect our business and results of
operations.
We and our franchisees are also subject to the Fair Labor Standards Act of 1938, as amended, and various other laws in the United States, Canada, Panama, Mexico
and Australia governing such matters as minimum-wage requirements, overtime and other working conditions. Based upon our experience with hiring employees
and operating corporate-owned stores, we believe a significant number of our and our franchisees’ employees are paid at rates related to the U.S. federal or state
minimum wage, and past increases in the U.S. federal and/or state minimum wage have increased labor costs, as would future increases. Any increases in labor
costs might result in our and our franchisees inadequately staffing stores. Such increases in labor costs, and those that may arise due to other changes in labor laws
or as a result of low unemployment rates, could affect store performance and quality of service, decrease royalty revenues and adversely affect our brand.
Our and our franchisees’ operations and properties are subject to extensive U.S., Canadian, Panamanian, Mexican and Australian, federal, international, state,
provincial and local laws and regulations, including those relating to environmental, building and zoning requirements. Our and our franchisees’ development of
properties depends to a significant extent on the selection and acquisition of suitable sites, which are subject to zoning, land use, environmental, traffic and other
regulations and requirements. Failure to comply with these legal requirements could result in, among other things, revocation of required licenses, administrative
enforcement actions, fines and civil and criminal liability, which could adversely affect our business.
We and our franchisees are responsible at stores we each operate for compliance with state, provincial and local laws that regulate the relationship between stores
and their members. Many states and provinces have consumer protection regulations that may limit the collection of membership dues or fees prior to opening,
require certain disclosures of pricing information, mandate the maximum length of contracts and “cooling off” periods for members (after the purchase of a
membership), set escrow and bond requirements for stores, govern member rights in the event of a member relocation or disability, provide for specific member
rights when a store closes or relocates, or preclude automatic membership renewals. Our or our franchisees’ failure to comply fully with these rules or requirements
may subject us or our franchisees to fines, penalties, damages and civil liability, or result in membership contracts being void or voidable. In addition, states or
provinces may update these laws and regulations. Any additional costs which may arise in the future as a result of changes to the legislation and regulations or in
their interpretation could individually or in the aggregate cause us to change or limit our business practices, which may make our business model less attractive to
our franchisees or our members.
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.
Although our business model does not place an emphasis on indoor tanning, the vast majority of our corporate-owned and franchise stores offer indoor tanning
services. We offer tanning services as one of many amenities available to our PF Black Card members. Many states and provinces where we and our franchisees
operate have health and safety regulations that apply to health clubs and other facilities that offer indoor tanning services. In addition to regulations imposed on the
indoor tanning industry, medical opinions and opinions of commentators in the general public regarding negative health effects of indoor
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tanning services could adversely impact the value of our PF Black Card memberships and our future revenues and profitability. Although the tanning industry is
regulated by U.S. federal and state, and international government agencies, negative publicity regarding the potentially harmful health effects of the tanning
services we offer at our stores could lead to additional legislation or further regulation of the industry. The potential increase in cost of complying with these
regulations could have a negative impact on our profit margins.
The continuation of our tanning services is dependent upon the public’s sustained belief that the benefits of utilizing tanning services outweigh the risks of
exposure to ultraviolet light. Any significant change in public perception of tanning equipment or any investigative or regulatory action by a government agency or
other regulatory authority could impact the appeal of indoor tanning services to our PF Black Card members, and could in turn have an adverse effect on our and
our franchisees’ reputation, business, results of operations and financial condition as well as our ability to profit from sales of tanning equipment to our franchisees.
In addition, from time to time, government agencies and other regulatory authorities have shown an interest in taking investigative or regulatory action with respect
to tanning services. For example, we reached a settlement with the New York Office of the Attorney General (“OAG”) in November 2015 in connection with
allegations that in the spring of 2013, seven of the approximately 80 independently owned and operated Planet Fitness franchise locations in New York at the time
had violated certain state laws related to tanning advertising, signage, paperwork and eyewear. Upon being alerted to these alleged violations, we re-emphasized to
all franchisees that they are contractually required to operate their businesses in compliance with all applicable laws and regulations. The OAG’s investigation was
part of a larger initiative with respect to tanning salons and other providers of tanning services and the settlement did not have a material adverse effect on us.
However, similar future initiatives could influence public perception of the tanning services we offer and of the benefits of our PF Black Card membership.
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 primarily accept payments for our memberships through electronic fund transfers from members’ bank accounts and, therefore, we are subject to federal, state
and international legislation and certification requirements governing EFT, including the Electronic Funds Transfer Act. Some states have passed or have
considered legislation requiring gyms and health clubs to offer a prepaid membership option at all times and/or limit the duration for which gym memberships can
auto-renew through EFT payments, if at all. Our business relies heavily on the fact that our memberships continue on a month-to-month basis after the completion
of any initial term requirements, and compliance with these laws and regulations and similar requirements may be onerous and expensive. In addition, variances
and inconsistencies from jurisdiction to jurisdiction may further increase the cost of compliance and doing business. States that have such health club statutes
provide harsh penalties for violations, including membership contracts being void or voidable. Our failure to comply fully with these rules or requirements may
subject us to fines, higher transaction fees, penalties, damages and civil liability and may result in the loss of our ability to accept EFT payments, which would have
a material adverse effect on our business, results of operations and financial condition. In addition, any such costs, which may arise in the future as a result of
changes to the legislation and regulations or in their interpretation, could individually or in the aggregate cause us to change or limit our business practice, which
may make our business model less attractive to our franchisees and our and their members.
We are subject to a number of risks related to ACH, credit card, debit card, and digital payment options we accept.
We and our franchisees accept payments through ACH, credit card, debit card and digital payment transactions. For such transactions, we and our franchisees pay
interchange and other fees, which may increase over time. An increase in those fees would require us to either increase the prices we charge for our memberships,
which could cause us to lose members or suffer an increase in our operating expenses, either of which could harm our operating results.
If we or any of our processing vendors have problems with our billing software, or the billing software malfunctions, it could have an adverse effect on our member
satisfaction and could cause one or more of the major credit card or digital payment companies to disallow our continued use of their payment products. In
addition, if our billing software fails to work properly and, as a result, we and our franchisees do not automatically charge our members’ bank accounts, credit
cards, debit cards or digital payment provider on a timely basis or at all, we could lose membership revenue and associated royalty revenue, which would harm our
operating results.
If we fail to adequately control fraudulent ACH, credit card, debit card and digital payment transactions, we may face civil liability, diminished public perception
of our security measures and significantly higher ACH, credit card, debit card and digital payment related costs, each of which could adversely affect our business,
financial condition and results of operations. The termination of our ability to process payments through ACH, credit card, debit card or digital payment
transactions would significantly impair our ability to operate our business.
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As consumer behavior shifts to use more modern forms of payment, there may be an increased reluctance to use ACH, credit cards or debit cards for membership
dues and point of sale transactions which could result in decreased revenues as consumers choose to give their business to competition with more convenient forms
of payment. We may need to expand our information systems to support newer and emerging forms of payment methods, which may be time-consuming and
expensive, and may not realize a return on our investment.
We are subject to risks associated with leasing property subject to long-term non-cancelable leases.
All but one of our corporate-owned stores are located on leased premises. The leases for our stores generally have initial terms of 10 years and typically provide for
two renewal options in five-year increments as well as for rent escalations. Moreover, although historically we have generally not guaranteed franchisees’ lease
agreements, we have done so in a few certain instances and may do so from time to time.
Generally, our leases are net leases that require us to pay our share of the costs of real estate taxes, utilities, building operating expenses, insurance and other
charges in addition to rent. We generally cannot terminate these leases before the end of the initial lease term. Additional sites that we lease are likely to be subject
to similar long-term, non-terminable leases. If we close a store, we nonetheless may be obligated to perform our monetary obligations under the applicable lease,
including, among other things, payment of the base rent for the balance of the lease term. In addition, if we fail to negotiate renewals, either on commercially
acceptable terms or at all, as each of our leases expire we could be forced to close stores in desirable locations. We depend on cash flows from operations to pay
our lease expenses and to fulfill our other cash needs. If our business does not generate sufficient cash flow from operating activities, and sufficient funds are not
otherwise available to us from borrowings under our securitized financing facility or other sources, we may not be able to service our lease expenses or fund our
other liquidity and capital needs, which would materially affect our business.
If we and our franchisees are unable to identify and secure suitable sites for new franchise stores, our revenue growth rate and profits may be negatively
impacted.
To successfully expand our business, we and our franchisees must identify and secure sites for new franchise stores and, to a lesser extent, new corporate-owned
stores that meet our established criteria. In addition to finding sites with the right demographic and other measures we employ in our selection process, we also
need to evaluate the penetration of our competitors in the market. We face significant competition for sites that meet our criteria, and as a result we may lose those
sites, our competitors could copy our format or we could be forced to pay significantly higher prices for those sites. If we and our franchisees are unable to identify
and secure sites for new stores, our revenue growth rate and profits may be negatively impacted. Additionally, if our or our franchisees’ analysis of the suitability
of a store site is incorrect, we or our franchisees may not be able to recover the capital investment in developing and building the new store.
As we increase our number of stores, we and our franchisees may also open stores in higher-cost geographies, which could entail greater lease payments and
construction costs, among others. The higher level of invested capital at these stores may require higher operating margins and higher net income per store to
produce the level of return we or our franchisees and potential franchisees expect. Failure to provide this level of return could adversely affect our results of
operations and financial condition.
Opening new stores in close proximity may negatively impact our existing stores’ revenues and profitability.
We and our franchisees currently operate stores in 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia, and we and our
franchisees plan to open many new stores in the future, some of which will be in existing markets and may be located in close proximity to stores already in those
markets. Opening new stores in close proximity to existing stores may attract some memberships away from those existing stores, which may lead to diminished
revenues and profitability for us and our franchisees rather than increased market share. In addition, as a result of new stores opening in existing markets and
because older stores will represent an increasing proportion of our store base over time, our same store sales increases may be lower in future periods than they
have been historically.
Our franchisees may incur rising costs related to construction of new stores and maintenance of existing stores, which could adversely affect the attractiveness
of our franchise model, and in turn our business, results of operations and financial condition.
Our stores require significant upfront and ongoing investment, including periodic remodeling and equipment replacement. If our franchisees’ costs are greater than
expected, franchisees may need to outperform their operational plan to achieve their targeted return. In addition, increased costs may result in lower profits to the
franchisees, which may cause them to terminate their franchise agreement or make it harder for us to attract new franchisees, which in turn could materially and
adversely affect our business, results of operations and financial condition.
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In addition, if a franchisee is unwilling or unable to acquire the necessary financing to invest in the maintenance and upkeep of its stores, including periodic
remodeling and replacement of equipment, the quality of its stores could deteriorate, which may have a negative impact on our brand image and our ability to
attract and maintain members, which in turn may have a negative impact on our revenues.
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.
Equipment and certain products and services used in our stores, including our exercise equipment and point-of-sale software and hardware, are sourced from third-
party suppliers. In addition, we rely on third-party suppliers to manage and maintain our websites and online join processes, and in 2020 approximately 58% of our
new members joined online through our websites. Although we believe that adequate substitutes are currently available, we depend on these third-party suppliers to
operate our business efficiently and consistently meet our business requirements. The ability of these third-party suppliers to successfully provide reliable and high-
quality services is subject to technical and operational uncertainties that are beyond our control, including, for our overseas suppliers, vessel availability and port
delays or congestion. Any disruption to our suppliers’ operations could impact our supply chain and our ability to service our existing stores and open new stores
on time or at all and thereby generate revenue. If we lose such suppliers or our suppliers encounter financial hardships unrelated to the demand for our equipment
or other products or services, we may not be able to identify or enter into agreements with alternative suppliers on a timely basis on acceptable terms, if at all.
Transitioning to new suppliers would be time-consuming and expensive and may result in interruptions in our operations. If we should encounter delays or
difficulties in securing the quantity of equipment we or our franchisees require to open new and refurbish existing stores, our suppliers encounter difficulties
meeting our and our franchisees’ demands for products or services, our websites experience delays or become impaired due to errors in the third-party technology
or there is a deficiency, lack or poor quality of products or services provided or there is damage to the value of one or more of our vendors’ brands, our ability to
serve our members and grow our brand would be interrupted. If any of these events occurs, it could have a material adverse effect on our business and operating
results.
Risks related to our indebtedness
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
and December 3, 2019.
On August 1, 2018, Planet Fitness Master Issuer LLC (the “Master Issuer”), our limited-purpose, bankruptcy-remote, indirect subsidiary, entered into a base
indenture and a related supplemental indenture (collectively, the “2018 Indenture”) under which the Master Issuer issued $575 million in aggregate principal
amount of Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”) and $625 million in aggregate principal amount of Series
2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II Notes” and together with the Class A-2-I Notes, the “2018 Notes”) in an offering
exempt from registration under the Securities Act of 1933, as amended. In connection with the issuance of the 2018 Notes, the Master Issuer also entered into a
revolving financing facility that allows for the issuance of up to $75 million in Series 2018-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding
Notes”), and certain letters of credit. On December 3, 2019, the Master Issuer issued $550 million Series 2019-1 3.858% Fixed Rate Senior Secured Notes, Class
A-2 (the “2019 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended. The 2019 Notes were issued under the 2018
Indenture and a related supplemental indenture dated December 3, 2019 (together, the “Indenture”). The 2018 Notes, 2019 Notes and the Variable Funding Notes
are referred to collectively as the “Securitized Senior Notes.”
The Securitized Senior Notes were issued in securitization transactions pursuant to which substantially all of our revenue-generating assets in the United States are
held by the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned direct and indirect subsidiaries of the Master Issuer that act as
guarantors of the Securitized Senior Notes and that have pledged substantially all of their assets to secure the Securitized Senior Notes.
The Securitized Senior Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer
maintains specified reserve accounts to be used to make required payments in respect of the Securitized Senior Notes, (ii) provisions relating to optional and
mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the 2018 Notes and 2019 Notes
under certain circumstances, (iii) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the
Securitized Senior Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The
Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain a stated debt service
coverage ratio, the sum of system-wide sales being below certain levels on certain measurement dates, certain manager termination events (including in certain
cases a change of control of Planet Fitness Holdings, LLC), an event of default and the failure to repay or refinance the Securitized Senior Notes on the applicable
anticipated repayment date. The Securitized Senior Notes are also subject to certain customary events of default, including events relating to non-payment of
required interest, principal or other amounts due on or with respect to the
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Securitized Senior Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and
warranties, failure of security interests to be effective and certain judgments.
In the event that a rapid amortization event occurs under the Indenture (including, without limitation, upon an event of default under the Indenture or the failure to
repay the securitized debt at the end of the applicable term), the funds available to us would be reduced or eliminated, which would in turn reduce our ability to
operate or grow our business. If our subsidiaries are not able to generate sufficient cash flow to service their debt obligations, they may need to refinance or
restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. If our subsidiaries are unable to implement one or more of these
alternatives, they may not be able to meet debt payment and other obligations.
The securitization imposes certain restrictions on our activities or the activities of our subsidiaries.
The Indenture and the management agreement entered into between certain of our subsidiaries and the Indenture trustee (the “Management Agreement”) contain
various covenants that limit our and its subsidiaries’ ability to engage in specified types of transactions. For example, the Indenture and the Management
Agreement contain covenants that, among other things, restrict, subject to certain exceptions, the ability of certain subsidiaries to:
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incur or guarantee additional indebtedness;
sell certain assets;
create or incur liens on certain assets to secure indebtedness; or
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.
As a result of these restrictions, we may not have adequate resources or flexibility to continue to manage the business and provide for growth of the Planet Fitness
system, including product development and marketing for the Planet Fitness brand, which could have a material adverse effect on our future growth prospects,
financial condition, results of operations and liquidity.
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.
Under the Indenture, Master Issuer has approximately $1.7 billion of outstanding debt as of December 31, 2020. Additionally, Master Issuer has the ability to
borrow amounts from time to time on a revolving basis, up to an aggregate principal amount of $75 million pursuant to the Variable Funding Notes.
This level of debt could have significant consequences on our future operations, including:
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resulting in an event of default if our subsidiaries fail to comply with the financial and other restrictive covenants contained in debt agreements, which event of
default could result in all of our subsidiaries’ debt becoming immediately due and payable;
reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our
ability to obtain additional financing for these purposes;
limiting the Company’s flexibility in planning for, or reacting to, and increasing its vulnerability to, changes in our business, the industry in which it operates
and the general economy;
placing us at a competitive disadvantage compared to our competitors that are less leveraged;
subjecting us to the risk of increased sensitivity to interest rate increases on indebtedness with respect to the Variable Funding Notes or the refinancing of the
Securitized Senior Notes; and
increasing the possibility that we may be unable to generate cash sufficient for the Master Issuer to pay, when due, interest on and principal of the Securitized
Senior Notes.
The ability to meet payment and other obligations under the debt instruments of our subsidiaries depends on our ability to generate significant cash flow in the
future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors, as well as other factors that are beyond our
control. Our business may not generate cash flow from operations, and that future borrowings may not be available to us under existing or any future credit
facilities or otherwise, in an amount sufficient to enable our subsidiaries to meet our debt payment obligations and to fund other liquidity needs. If our subsidiaries
are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure debt, sell assets, reduce or delay capital
investments, or seek to raise additional capital. If our subsidiaries are unable to implement one or more of these alternatives, they may not be able to meet debt
payment and other obligations.
In addition, the financial and other covenants we agreed to with our lenders may limit our ability to incur additional indebtedness in the future. If new debt or other
liabilities are added to our current consolidated debt levels or if we fail to comply with the covenants of our existing indebtedness, the related risks that we now
face could intensify.
31
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.
Our ability to make scheduled payments on, or to refinance our respective obligations under, our indebtedness and to fund planned capital expenditures and other
corporate expenses will depend on our subsidiaries’ and our franchisees’ future operating performance and on economic, financial, competitive, legislative,
regulatory and other factors. Many of these factors are beyond our control. We can provide no assurance that our business will generate sufficient cash flow from
operations, that currently anticipated cost savings and operating improvements will be realized or that future borrowings will be available to us in an amount
sufficient to enable us to satisfy our respective obligations under our indebtedness or to fund our other needs. In order for us to satisfy our obligations under our
indebtedness and fund planned capital expenditures, we must continue to execute our business strategy. If we are unable to do so, we may need to reduce or delay
our planned capital expenditures or refinance all or a portion of our indebtedness on or before maturity. Significant delays in our planned capital expenditures may
materially and adversely affect our future revenue prospects. In addition, we can provide no assurance that we will be able to refinance any of our indebtedness on
commercially reasonable terms or at all.
Risks related to our organizational structure
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.
Future and certain past exchanges of Holdings Units for shares of our Class A common stock (or cash) are expected to produce and have produced favorable tax
attributes for us. We are a party to two tax receivable agreements. Under the first of those agreements, we are generally required to pay to certain existing and
previous equity owners of Pla-Fit Holdings, LLC (the “TRA Holders”) 85% of the applicable cash savings, if any, in U.S. federal and state income tax that we are
deemed to realize as a result of certain tax attributes of their Holdings Units sold to us (or exchanged in a taxable sale) and that are created as a result of (i) the sales
of their Holdings Units for shares of our Class A common stock and (ii) tax benefits attributable to payments made under the tax receivable agreement (including
imputed interest). Under the second tax receivable agreement, we are generally required to pay to TSG AIV II-A L.P and TSG PF Co-Investors A L.P. (the “Direct
TSG Investors”) 85% of the amount of cash savings, if any, that we are deemed to realize as a result of the tax attributes of the Holdings Units that we held in
respect of the Direct TSG Investors’ prior interest in us, which resulted from the Direct TSG Investors’ purchase of interests in our 2012 acquisition (the “2012
Acquisition”) by investment funds affiliated with TSG Consumer Partners, LLC (“TSG”), and certain other tax benefits. Under both agreements, we generally
retain the benefit of the remaining 15% of the applicable tax savings.
The payment obligations under the tax receivable agreements are obligations of Planet Fitness, Inc., and we expect that the payments we will be required to make
under the tax receivable agreements will be substantial. In particular, assuming no further material changes in the relevant tax law and that we earn sufficient
taxable income to realize all tax benefits that are subject to the tax receivable agreements, we expect that the reduction in tax payments for us associated with all
past and future exchanges and sales of Holdings Units as described above would aggregate to approximately $671.0 million over the remaining term of the tax
receivable agreements based on a price of $77.63 per share of our Class A common stock (the closing price per share of our Class A common stock on the New
York Stock Exchange (“NYSE”) on December 31, 2020) and assuming all future sales had occurred on such date. Under such scenario, we would be required to
pay the other parties to the tax receivable agreements 85% of such amount, or $570.3 million, over the applicable period under the tax receivable agreements. The
actual amounts may materially differ from these hypothetical amounts, as potential future reductions in tax payments for us, and tax receivable agreement
payments by us, will be calculated using the market value of our Class A common stock at the time of the sale and the prevailing tax rates applicable to us over the
life of the tax receivable agreements and will be dependent on us generating sufficient future taxable income to realize the benefit. Payments under the tax
receivable agreements are not conditioned on the TRA Holders’ ownership of our shares.
The actual increase in tax basis, as well as the amount and timing of any payments under these agreements, will vary depending upon a number of factors,
including the timing of sales by the TRA Holders, the price of our Class A common stock at the time of the sales, whether such sales are taxable, the amount and
timing of the taxable income we generate in the future, the tax rate then applicable and the portion of our payments under the tax receivable agreements
constituting imputed interest. Payments under the tax receivable agreements are expected to give rise to certain additional tax benefits attributable to either further
increases in basis or in the form of deductions for imputed interest (generally calculated using one-year LIBOR), depending on the tax receivable agreements and
the circumstances. Any such benefits are covered by the tax receivable agreements and will increase the amounts due thereunder. The tax receivable agreements
provide for interest, at a rate equal to one-year LIBOR, accrued from the due date (without extensions) of the corresponding tax return to the date of payment
specified by the tax receivable agreements. In addition, under certain circumstances where we are unable to make timely payments under the tax receivable
agreements, the tax receivable agreements provide for interest to accrue on unpaid payments, at a rate equal to one-year LIBOR plus 500 basis points.
32
Payments under the tax receivable agreements will be based on the tax reporting positions that we determine. Although we are not aware of any issue that would
cause the IRS to challenge a tax basis increase or other tax attributes subject to the tax receivable agreements, we will not be reimbursed for any payments
previously made under the tax receivable agreements if such basis increases or other benefits are subsequently disallowed. As a result, in certain circumstances,
payments could be made under the tax receivable agreements in excess of the benefits that we are deemed to realize in respect of the attributes to which the tax
receivable agreements relate.
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.
The tax receivable agreements provide that (i) in the event that we materially breach such tax receivable agreements, (ii) if, at any time, we elect an early
termination of the tax receivable agreements, or (iii) upon certain mergers, asset sales, other forms of business combinations or other changes of control, our (or our
successor’s) obligations under the tax receivable agreements (with respect to all Holdings Units, whether or not they have been sold before or after such
transaction) would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax benefits calculated based on certain
assumptions, including that we would have sufficient taxable income to fully utilize the deductions arising from the tax deductions, tax basis and other tax
attributes subject to the tax receivable agreements.
As a result of the foregoing, (i) we could be required to make payments under the tax receivable agreements that are greater than or less than the specified
percentage of the actual tax savings we realize in respect of the tax attributes subject to the agreements and (ii) we may be required to make an immediate lump
sum payment equal to the present value of the anticipated tax savings, which payment may be made years in advance of the actual realization of such future
benefits, if any such benefits are ever realized. In these situations, our obligations under the tax receivable agreements could have a substantial negative impact on
our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of
control. We may not be able to finance our obligations under the tax receivable agreements in a manner that does not adversely affect our working capital and
growth requirements. For example, if we had elected to terminate the tax receivable agreements as of December 31, 2020, based on a share price of $77.63 per
share of our Class A common stock (based on the closing price of our Class A common stock on the NYSE as of December 31, 2020) and a discount rate equal to
1.3%, we estimate that we would have been required to pay $516.2 million in the aggregate under the tax receivable agreements.
We will not be reimbursed for any payments made to the TRA Holders or the Direct TSG Investors under the tax receivable agreements in the event that any
tax benefits are disallowed.
If the IRS or a state or local taxing authority challenges the tax basis adjustments and/or deductions that give rise to payments under the tax receivable agreements
and the tax basis adjustments and/or deductions are subsequently disallowed, the recipients of payments under the agreements will not reimburse us for any
payments we previously made to them. Any such disallowance would be taken into account in determining future payments under the tax receivable agreements
and would, therefore, reduce the amount of any such future payments. Nevertheless, if the claimed tax benefits from the tax basis adjustments and/or deductions are
disallowed, our payments under the tax receivable agreements could exceed our actual tax savings, and we may not be able to recoup payments under the tax
receivable agreements that were calculated on the assumption that the disallowed tax savings were available.
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.
We are subject to income taxes in the United States and Canada, and our domestic and foreign tax liabilities will be subject to the allocation of expenses in
differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:
•
•
•
•
•
•
•
changes in the valuation of our deferred tax assets and liabilities;
expected timing and amount of the release of any tax valuation allowances;
tax effects of stock-based compensation;
costs related to intercompany restructurings;
changes in tax laws, regulations or interpretations thereof;
lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates; or
higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.
33
In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state and foreign authorities. Outcomes from these
audits could have an adverse effect on 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.
Our principal asset is our ownership of Holdings Units in Pla-Fit Holdings. As such, we have no independent means of generating revenue. Pla-Fit Holdings is
treated as a partnership for U.S. federal income tax purposes and, as such, is generally not subject to U.S. federal income tax. Instead, taxable income is allocated to
holders of its Holdings Units, including us. Accordingly, we incur income taxes on our allocable share of any taxable income of Pla-Fit Holdings, and also incur
expenses related to our operations. Pursuant to the limited liability company agreement of Pla-Fit Holdings that was amended and restated in connection with our
initial public offering, as amended on July 1, 2017 (the “LLC Agreement”), Pla-Fit Holdings makes cash distributions to the owners of Holdings Units for purposes
of funding their tax obligations in respect of the income of Pla-Fit Holdings that is allocated to them, to the extent other distributions from Pla-Fit Holdings have
been insufficient. In addition to tax expenses, we also incur expenses related to our operations, including payment obligations under the tax receivable agreements,
which are significant. We have caused Pla-Fit Holdings to make distributions in an amount sufficient to allow us to pay our taxes and operating expenses, including
ordinary course payments due under the tax receivable agreements. However, its ability to make such distributions in the future will be subject to various
limitations and restrictions, including contractual restrictions under our Indenture and Variable Funding Notes. If, as a consequence of these various limitations and
restrictions, we do not have sufficient funds to pay tax or other liabilities or to fund our operations (including as a result of an acceleration of our obligations under
the tax receivable agreements), we may have to borrow funds and thus our liquidity and financial condition could be materially and adversely affected. To the
extent that we are unable to make payments under the tax receivable agreements for any reason, such payments will be deferred and will accrue interest at a rate
equal to one-year LIBOR plus 500 basis points until paid.
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.
Funds used by Pla-Fit Holdings to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, the tax distributions that
Pla-Fit Holdings will be required to make may be substantial and will likely exceed (as a percentage of Pla-Fit Holdings’ net income) the overall effective tax rate
applicable to a similarly situated corporate taxpayer, particularly as a result of the 2017 Tax Cuts and Jobs Act.
As a result of potential differences in the amount of net taxable income allocable to us and to the owners of Holdings Units other than Planet Fitness, Inc. (the
“Continuing LLC Owners”), as well as the use of an assumed tax rate in calculating Pla-Fit Holdings’ distribution obligations, we may receive distributions
significantly in excess of our tax liabilities and obligations to make payments under the tax receivable agreements. To the extent we do not distribute such cash
balances as dividends on our Class A common stock and instead, for example, hold such cash balances or lend them to Pla-Fit Holdings, the Continuing LLC
Owners would benefit from any value attributable to such accumulated cash balances as a result of their ownership of Class A common stock following an
exchange of their Holdings Units.
Risks related to our Class A common stock
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 certificate of incorporation and bylaws and the Delaware General Corporation Law (the “DGCL”) contain provisions that could make it more difficult for a
third party to acquire us, even if doing so might be beneficial to our stockholders. These provisions include:
•
•
•
•
•
the division of our board of directors into three classes and the election of each class for three-year terms;
advance notice requirements for stockholder proposals and director nominations;
the ability of the board of directors to fill a vacancy created by the expansion of the board of directors;
the ability of our board of directors to issue new series of, and designate the terms of, preferred stock, without stockholder approval, which could be used to,
among other things, institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely
preventing acquisitions that have not been approved by our board of directors;
limitations on the ability of stockholders to call special meetings and to take action by written consent; and
34
•
the required approval of holders of at least 75% of the voting power of the outstanding shares of our capital stock to adopt, amend or repeal certain provisions
of our certificate of incorporation and bylaws or remove directors for cause.
In addition, Section 203 of the DGCL may affect the ability of an “interested stockholder” to engage in certain business combinations, for a period of three years
following the time that the stockholder becomes an “interested stockholder.” While we have elected in our certificate of incorporation not to be subject to
Section 203 of the DGCL, our certificate of incorporation contains provisions that have the same effect as Section 203 of the DGCL and accordingly will not be
subject to such restrictions.
Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt to replace
current members of our management team. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these
protective measures, and efforts by stockholders to change the direction or management of the Company may be unsuccessful.
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.
Our organizational structure, including the tax receivable agreements, confers certain benefits upon the TRA Holders and the Continuing LLC Owners that do not
benefit the holders of our Class A common stock to the same extent. The tax receivable agreement with the Direct TSG Investors also confers benefits upon the
Direct TSG Investors that are not shared with other holders of Class A common stock. Although we retain 15% of the amount of tax benefits conferred under the
tax receivable agreements, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A common stock.
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.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, our management is required to report on, and our independent registered public
accounting firm is required to attest to, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material
weakness identified by our management in our internal control over financial reporting. In addition, we are required to comply with the SEC’s rules implementing
Section 302 of the Sarbanes-Oxley Act, which requires management to certify financial and other information in our quarterly and annual reports, and we are
required to disclose significant changes made in our internal controls and procedures on a quarterly basis.
If we identify a material weakness in our internal control over financial reporting, we may not be able to remediate the material weaknesses identified in a timely
manner or maintain all of the controls necessary to remain in compliance with our reporting obligations. If we are unable to assert that our internal control over
financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our
internal control over financial reporting in future periods, investors may lose confidence in the accuracy and completeness of our financial reports, the market price
of our Class A common stock could be negatively affected and we could become subject to investigations by the NYSE, on which our securities are listed, the SEC
or other regulatory authorities, which could require additional financial and management resources.
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 certificate of incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum
for:
•
•
•
•
•
any derivative action or proceeding brought on our behalf;
any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;
any action asserting a claim against us arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws;
any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws; or
any other action asserting a claim against us that is governed by the internal affairs doctrine (each, a “Covered Proceeding”).
35
In addition, our certificate of incorporation provides that if any action, the subject matter of which is a Covered Proceeding is filed in a court other than the
specified Delaware courts without the approval of our board of directors (each, a “Foreign Action”), the claiming party will be deemed to have consented to (i) the
personal jurisdiction of the specified Delaware courts in connection with any action brought in any such courts to enforce the exclusive forum provision described
above and (ii) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party’s counsel in the
Foreign Action as agent for such claiming party.
Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to these
provisions. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors,
officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these
provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may
incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
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.
Since our initial public offering (the “IPO”) through December 31, 2020, the price of our Class A common stock, as reported by the NYSE, has ranged from a low
of $13.23 on February 11, 2016 to a high of $88.77 on February 19, 2020. In addition, in recent years the stock market in general has been highly volatile. As a
result, the market price and trading volume of our Class A common stock is likely to be similarly volatile, and investors in our Class A common stock may
experience a decrease, which could be substantial, in the value of their stock, including decreases unrelated to our results of operations or prospects, and could lose
part or all of their investment. The price of our Class A common stock could be subject to wide fluctuations in response to a number of factors, including those
described elsewhere in this report and others such as:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
variations in our operating performance and the performance of our competitors;
actual or anticipated fluctuations in our quarterly or annual operating results;
publication of research reports by securities analysts about us or our competitors or our industry;
the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;
additions and departures of key employees;
strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;
the passage of legislation or other regulatory developments affecting us or our industry;
speculation in the press or investment community;
changes in accounting principles;
terrorist acts, acts of war or periods of widespread civil unrest;
natural disasters, pandemics and other calamities;
breach or improper handling of data or cybersecurity events; and
changes in general market and economic conditions.
In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation
could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments
or to settle litigation.
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 may retain future earnings, if any, for future operations, expansion and debt repayment and do not currently pay any cash dividends on our Class A common
stock. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our
results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition,
our ability to
36
pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, including our securitized financing
facility. As a result, you may not receive any return on an investment in our Class A common stock unless you sell our Class A common stock for a price greater
than that which you paid for it.
Financial forecasting may differ materially from actual results.
Due to the inherent difficulty of predicting future events and results, our forecasted financial and operational results may differ materially from actual results.
Discrepancies between forecasted and actual results could cause a decline in the price of our stock.
37
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our corporate headquarters 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 Stores
We lease all but one of our corporate-owned stores. Our store leases typically have initial terms of ten years with two five-year renewal options, exercisable in our
discretion. The following table lists all of our corporate-owned store counts by state or province as of December 31, 2020:
State/Province
Store Count
New York
Pennsylvania
New Hampshire
New Jersey
Colorado
Maine
Delaware
California
Massachusetts
Ontario
Vermont
Franchisee Stores
30
18
17
15
5
4
4
4
3
2
1
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 stores 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. As of December 31, 2020, we had 2,021 franchisee-owned stores in 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia.
Item 3. 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.
Item 4. Mine Safety Disclosures.
None.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
PART II
Market Information for Class A Common Stock
Shares of our Class A common stock trade on the NYSE under the symbol “PLNT.”
Holders of Record
As of February 22, 2021, there were 8 stockholders of record of our Class A common stock. A substantially greater number of holders of our Class A common
stock are held in “street name” and held of record by banks, brokers and other financial institutions. As of February 22, 2021 there were 10 stockholders of record
of our Class B common stock. All shares of Class B common stock are owned by current or former directors and management of the Company, and there is no
public market for these shares.
Dividend Policy
We do not currently pay cash dividends on our Class A common stock. The declaration, amount and payment of any future dividends on shares of our Class A
common stock will be at the sole discretion of our board of directors, which may take into account general economic conditions, our financial condition and results
of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, the implications of
the payment of dividends by us to our stockholders or by our subsidiaries to us, and any other factors that our board of directors may deem relevant.
39
Performance Graph
The following graph and table depict the total return to shareholders from August 6, 2015 (the date our Class A common stock began trading on the NYSE)
through December 31, 2020, relative to the performance of the S&P 500 Index and the Russell 2000. We include a comparison against the Russell 2000 because
there is no published industry or line-of-business index for our industry and we do not have a readily definable peer group that is publicly traded. The graph and
table assume $100 invested at the closing price of $16.00 on August 6, 2015.
The performance graph and table are not intended to be indicative of future performance. The performance graph and table shall not be deemed “soliciting
material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act”), or otherwise subject to
the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the
Exchange Act.
Planet Fitness, Inc.
S&P 500 Index
Russell 2000 (Total Return) Index
Unregistered Sales of Equity Securities
August 6, 2015
$
100.00 $
100.00
100.00
December 31,
2015
December 31,
2016
December 31,
2017
December 31,
2018
December 31,
2019
December 31,
2020
97.69 $
98.10
93.42
125.63 $
107.45
111.62
216.44 $
128.32
126.29
335.13 $
120.32
110.91
466.75 $
155.06
137.23
485.19
180.27
162.43
There were no unregistered sales of equity securities during the year ended December 31, 2020.
In connection with our IPO, we and the Continuing LLC Owners entered into an exchange agreement under which they (or certain permitted transferees) have the
right, from time to time and subject to the terms of the exchange agreement, to exchange their Holdings Units, together with a corresponding number of shares of
Class B common stock, for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock
dividends, reclassifications and other similar transactions. As a Continuing LLC Owner exchanges Holdings Units for shares of Class A common stock, the number
of Holdings Units held by Planet Fitness, Inc. is correspondingly increased as it acquires the exchanged Holdings Units, and a corresponding number of shares of
Class B common stock are canceled.
40
Issuer Purchases of Equity Securities
The following table provides information regarding purchases of shares of our Class A common stock by us and our “affiliated purchasers” (as defined in Rule
10b-18(a)(3) under the Exchange Act) during the three months ended December 31, 2020.
Period
10/01/20 - 10/30/20
11/01/20 - 11/30/20
12/01/20 - 12/31/20
Total
Total Number of Shares
Purchased
Average Price Paid Per
Share
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or
Programs
Approximate Dollar Value of
Shares that May Yet be Purchased
Under the Plans or Programs
Issuer Purchases of Equity Securities
—
—
—
—
$
$
$
$
—
—
—
—
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—
—
—
—
$200,000,000
$200,000,000
$200,000,000
$200,000,000
Item 6. Selected Financial Data.
The following tables set forth our selected historical consolidated financial and other data for the periods indicated. The selected historical consolidated financial
data as of December 31, 2020 and 2019, and for the years ended December 31, 2020, 2019 and 2018, have been derived from our audited consolidated financial
statements included elsewhere in this report.
The selected historical consolidated financial data set forth below as of December 31, 2018, 2017 and 2016 and for the years ended December 31, 2017 and 2016
have been derived from our audited consolidated financial statements not included in this report.
Subsequent to the IPO and the related recapitalization transactions, the Company is a holding company whose principal asset is a controlling equity interest in Pla-
Fit Holdings. 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 Holdings Units not owned by the Company. Such consolidation has been reflected for all periods presented. Our selected historical consolidated
financial data does not reflect what our financial position, results of operations and cash flows would have been had we been a separate, stand-alone public
company during those periods.
Our selected historical consolidated financial data may not be indicative of our future results of operations or future cash flows.
You should read the information set forth below in conjunction with our historical consolidated financial statements and the notes to those statements, “Item 1A. –
Risk Factors,” and “Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Form 10-K.
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(in thousands, except per share data)
Consolidated statements of operations data:
Revenue:
Franchise revenue
Commission income
National advertising revenue
Franchise segment
Corporate-owned stores segment
Equipment segment
Total revenue
Operating costs and expenses:
Cost of revenue
Store operations
Selling, general and administrative
National advertising expenses
Depreciation and amortization
Other loss (gain)
Total operating costs and expenses
Income from operations
Other income (expense), net:
Interest expense, net
Other income (expense), net
(1)
(2)
Total other income (expense), net
Income (loss) before income taxes
Provision for income taxes
Net income (loss)
(3)
Less net income (loss) attributable to non-controlling interests
Net income (loss) attributable to Planet Fitness, Inc.
Net income (loss) per share of Class A common stock:
Basic
Diluted
Cash dividends declared per Class A common share
Consolidated statements of cash flows data:
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Consolidated balance sheet data:
Cash and cash equivalents
Property and equipment, net
Total assets
Total debt and capital lease obligations,
excluding deferred financing costs
Total stockholders’ deficit
2020
2019
Years ended December 31,
2018
2017
2016
$
$
$
$
$
$
$
162,159 $
696
43,301
206,156
117,142
83,320
406,618
223,139 $
4,288
50,155
277,582
159,697
251,524
688,803
175,314 $
6,632
42,194
224,140
138,599
210,159
572,898
131,983 $
18,172
—
150,155
112,114
167,673
429,942
70,955
87,797
68,585
61,255
53,832
4,434
346,858
59,760
(79,180)
4,903
(74,277)
(14,517)
687
(15,204)
(213)
(14,991) $
(0.19) $
(0.19) $
— $
194,449
86,108
78,818
50,153
44,346
1,846
455,720
233,083
(53,799)
(6,107)
(59,906)
173,177
37,764
135,413
17,718
117,695 $
1.42 $
1.41 $
— $
162,646
75,005
72,446
42,619
35,260
878
388,854
184,044
(46,065)
(6,175)
(52,240)
131,804
28,642
103,162
15,141
88,021 $
1.01 $
1.00 $
— $
129,266
60,657
60,369
—
31,761
353
282,406
147,536
(35,283)
316,928
281,645
429,181
373,580
55,601
22,455
33,146 $
0.42 $
0.42 $
— $
97,374
19,114
—
116,488
104,721
157,032
378,241
122,317
60,121
50,008
—
31,502
(1,369)
262,579
115,662
(27,125)
1,371
(25,754)
89,908
18,661
71,247
49,747
21,500
0.50
0.50
2.78
31,138 $
(52,278)
57,850
204,311 $
(110,694)
64,348
184,399 $
(86,416)
109,920
131,021 $
(37,042)
(21,703)
108,817
(14,694)
(85,183)
439,478 $
160,677
1,849,737
436,256 $
145,481
1,717,190
289,431 $
114,367
1,353,416
113,080 $
83,327
1,092,465
40,393
61,238
1,001,442
1,792,501
(705,673)
1,735,133
(707,754)
1,197,133
(382,789)
709,470
(136,937)
716,654
(214,755)
Interest expense in 2018 and 2016 included $4.6 million and $0.6 million, respectively, for the loss on extinguishment of debt.
(1)
(2) Other income (expense) in the year ended December 31, 2017 includes a gain of $316,813, related to the remeasurement of the Company’s tax benefit arrangement liabilities pursuant to
the 2017 Tax Act.
(3) Provision for income taxes in the year ended December 31, 2017 includes $334,022, related to the remeasurement of our deferred tax assets pursuant to the 2017 Tax Act.
43
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context requires otherwise, references in this report to the “Company,” “we,” “us” and “our” refer to Planet Fitness, Inc. and its consolidated
subsidiaries.
Overview
We are one of the largest and fastest-growing franchisors and operators of fitness centers in the United States by number of members and locations, with a highly
recognized national brand. Our 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, where anyone—and we mean anyone—can feel they belong. Our bright, clean stores are typically 20,000 square feet, with
a large selection of high-quality, purple and yellow Planet Fitness-branded cardio, circuit- and weight-training equipment and friendly staff trainers who offer
unlimited free fitness instruction to all our members in small groups through our PE@PF program. We offer this differentiated fitness experience at only $10 per
month for our standard membership. This exceptional value proposition is designed to appeal to a broad population, including occasional gym users and the
approximately 80% of the U.S. and Canadian populations over age 14 who are not gym members, particularly those who find the traditional fitness club setting
intimidating and expensive. We and our franchisees fiercely protect Planet Fitness’ community atmosphere—a place where you do not need to be fit before joining
and where progress toward achieving your fitness goals (big or small) is supported and applauded by our staff and fellow members.
As of December 31, 2020, we had approximately 13.5 million members and 2,124 stores in 50 states, the District of Columbia, Puerto Rico, Canada, Panama,
Mexico and Australia. Of our 2,124 stores, 2,021 are franchised and 103 are corporate-owned.
As of December 31, 2020, we had commitments to open more than 1,000 new stores under existing ADAs.
COVID-19 Impact
On March 11, 2020, the World Health Organization declared a global pandemic related to the COVID-19 outbreak. The pandemic has caused unprecedented
economic volatility and uncertainty, which has negatively impacted our recent operating results. In response to the COVID-19 pandemic, we proactively closed all
of our stores system wide in March 2020. Our stores began reopening in early May as local guidelines allowed, and as of December 31, 2020, 1,760 of our stores
were open and operating, of which 1,682 were franchisee-owned stores and 78 were corporate-owned stores. Many of these stores remain subject to local capacity
restrictions as of December 31, 2020. As COVID-19 continues to impact areas in which our stores operate, certain of our stores have had to re-close or operate
subject to capacity restrictions, and additional stores may have to re-close or further reduce capacity, pursuant to local guidelines. As previously announced,
members will not be charged monthly membership dues or annual fees while our stores are closed and will be credited for any monthly membership dues paid for
periods when our stores were closed. We have experienced and continue to expect to experience decreased new store development and remodels, as well as
decreased replacement equipment sales as a result of the COVID-19 pandemic, and have provided our franchisees 12-month and 18-month extensions for all new
store development and re-equipment investment obligations, respectively.
We continue to reopen stores as local authorities issue guidelines authorizing the reopening of fitness centers and we determine it is safe to do so. As stores
reopened we have recognized franchise revenue and corporate-owned store revenue associated with any March membership dues collected prior to store closures.
We continue to defer revenue for stores that have not yet reopened or which had to re-close. We may have to defer further revenue in the future for stores that are
required to re-close.
The duration of the COVID-19 pandemic and the extent of its impact on our business cannot be reasonably estimated at this time. We anticipate that the COVID-19
pandemic will continue to negatively impact our operating results in future periods. As a result of COVID-19 we have experienced to date, and may continue to
experience, a decrease in our net membership base. We previously withdrew our 2020 full-year guidance and are not providing 2021 guidance at this time due to
continued uncertainty around the duration and impact of COVID-19.
We have taken the following actions to efficiently manage the business, as well as increase liquidity and financial flexibility in order to mitigate the current and
anticipated future impact of the COVID-19 pandemic on our business:
•
•
Board of Director and Executive Compensation: In March 2020, the Company’s Chief Executive Officer, President, Chief Financial and Chief Digital and
Information Officers significantly reduced their base salaries, and the base salaries of other members of senior management were reduced in graduated
amounts. These salaries were reinstated beginning in September. The Board of Directors suspended payment of the annual retainer to non-employee
directors during the second and third quarters of 2020, and resumed payment in the fourth quarter.
Corporate-owned stores: We temporarily furloughed all employees except the store manager at each corporate-owned store location for a portion of the
time period in which the stores were closed. These employees were able to continue
44
receiving benefits from the Company during store closures. As of December 31, 2020, 78 of our 103 corporate-owned stores have reopened.
Corporate Office: Our corporate headquarters closed in March 2020 and reopened in June 2020, allowing employees to continue working remotely if they
chose to do so. During the quarter ended September 30, 2020, we completed a reduction in force of approximately 15% of our corporate headquarters
employees.
Credit Facility: We fully drew down our $75.0 million Variable Funding Notes in March to provide additional liquidity and flexibility.
Share Repurchase: We suspended share repurchases in March 2020 to preserve liquidity and flexibility.
•
•
•
Although we expect the COVID-19 pandemic to continue to negatively impact the Company’s operations and cash flows, based on management’s current
expectations and currently available information, the Company believes current cash and cash from operations will be sufficient to meet its operating cash
requirements, planned capital expenditures and interest and principal payments for at least the next twelve months.
Composition of Revenues, Expenses and Cash Flows
Revenues
We generate revenue from three primary sources:
•
•
•
Franchise segment revenue: Franchise segment revenue relates to services we provide to support our franchisees and includes royalty revenue, NAF
revenue, franchise fees, placement revenue, other fees and commission income associated with our franchisee-owned stores. Franchise segment revenue
does not include the sale of tangible products by us to our franchisees. Our franchise segment revenue comprised 51%, 40% and 39% of our total revenue
for the years ended December 31, 2020, 2019 and 2018, respectively.
Corporate-owned store segment revenue: Includes monthly membership dues, enrollment fees, annual fees and prepaid fees paid by our members as well
as retail sales. This source of revenue comprised 29%, 23%, and 24% of our total revenue for the years ended December 31, 2020, 2019 and 2018,
respectively. As of December 31, 2020, over 90% of our members paid their monthly dues by EFT, while the remainder prepaid annually in advance.
Equipment segment revenue: Includes equipment revenue for new U.S. franchisee-owned stores as well as replacement equipment for U.S. existing
franchisee-owned stores. Franchisee-owned stores are generally required to replace their equipment every five to seven years. This source of revenue
comprised 20%, 37% and 37% of our total revenue for the years ended December 31, 2020, 2019 and 2018, respectively.
See Item 7: Critical Accounting Policies and Use of Estimates for further discussion on our revenue streams and revenue recognition policies.
Expenses
We primarily incur the following expenses:
•
•
•
•
Cost of revenue: Primarily includes the direct costs associated with equipment sales to new and existing franchisee-owned stores in the U.S. and Canada
as well as direct costs related to our point-of-sale system. Cost of revenue also includes the cost of retail sales at our corporate-owned stores, which is
immaterial. Our cost of revenue changes primarily based on equipment sales volume.
Store operations: Includes the direct costs associated with our corporate-owned stores, primarily rent, utilities, payroll, marketing, maintenance and
supplies. The components of store operations remain relatively stable for each store and change primarily based on the number of corporate-owned stores.
Our statements of operations do not include, and we are not responsible for, any costs associated with operating franchisee-owned stores.
Selling, general and administrative expenses: Consists of costs associated with administrative and franchisee support functions related to our existing
business as well as growth and development activities, including costs to support equipment placement and assembly services. These costs primarily
consist of payroll, IT-related, marketing, legal and accounting expenses.
NAF Expense: Consists of expenses incurred on behalf of the NAF. The use of amounts received by the NAF is restricted to advertising, product
development, public relations, merchandising, and administrative expenses and programs to increase sales and further enhance the public reputation of the
Planet Fitness brand.
45
Cash flows
We generate a significant portion of our cash flows from monthly membership dues, royalties, NAF revenue and various fees and commissions related to
transactions involving our franchisee-owned stores. We oversee the membership billing process, as well as the collection of our royalties, NAF revenue and certain
other fees, through our third-party hosted point-of-sale systems. We collect monthly dues from our corporate-owned store members on or around the 17th of each
month, while annual fees are collected on or around the 1st day of the second month following the month in which the membership agreement was signed, provided
our stores are open. Through our point-of-sale system, we oversee the processing of membership billings for franchisee-owned stores. Our royalties and certain
other fees are deducted on or around the 17th of each month from these membership billings by the processor prior to the net billings being remitted to the
franchisees. Our franchisees are responsible for maintaining the membership billing records and collection of member dues for their respective stores through the
point-of-sale system. Our royalties are based on monthly and annual membership billings for the franchisee-owned stores without regard to the collections of those
billings by our franchisees. The amount and timing of the collection of royalties and membership dues and fees at corporate-owned stores is, therefore, generally
fairly predictable.
Our corporate-owned stores also historically generate strong operating margins and cash flows, as a significant portion of our costs are fixed or semi-fixed such as
rent and labor.
Equipment sales to new and existing franchisee-owned stores also generate significant cash flows. Franchisees either pay in advance or provide evidence of a
committed financing arrangement for such equipment.
Each of these cash flows have been negatively impacted, we believe temporarily, by the COVID-19 pandemic.
Recent Transactions
On March 20, 2020, we drew down on the full $75.0 million of borrowing capacity under our Variable Funding Notes in order to increase the cash on our balance
sheet during temporary store closures as a result of the COVID-19 pandemic.
Seasonality
Our results are subject to seasonality fluctuations in that member joins are typically higher in January as compared to other months of the year. In addition, our
quarterly results may fluctuate significantly because of several factors, including the timing of store openings, timing of price increases for enrollment fees and
monthly membership dues and general economic conditions.
See Note 21 to our consolidated financial statements included elsewhere in this Form 10-K for our total revenues, income from operations and net income for each
of the quarters during the years ended December 31, 2020 and 2019.
Our Segments
We operate and manage our business in three business segments: Franchise, Corporate-owned stores and Equipment. Our Franchise segment includes operations
related to our franchising business in the United States, Puerto Rico, Canada, Panama, Mexico and Australia. Our Corporate-owned stores segment includes
operations with respect to all corporate-owned stores throughout the United States and Canada. The Equipment segment includes the sale of equipment to
franchisee-owned stores in the U.S. We evaluate the performance of our segments and allocate resources to them based on revenue and earnings before interest,
taxes, depreciation and amortization, referred to as Segment EBITDA. Revenue and Segment EBITDA for all operating segments include only transactions with
unaffiliated customers and do not include intersegment transactions. The tables below summarize the financial information for our segments for the years ended
December 31, 2020, 2019 and 2018. “Corporate and other,” as it relates to Segment EBITDA, primarily includes corporate overhead costs, such as payroll and
related benefit costs and professional services that are not directly attributable to any individual segment.
46
(in thousands)
Revenue
Franchise segment
Corporate-owned stores segment
Equipment segment
Total revenue
Segment EBITDA
Franchise segment
Corporate-owned stores segment
Equipment segment
Corporate and other
Total Segment EBITDA
(1)
2020
Year Ended December 31,
2019
2018
$
$
$
$
206,156 $
117,142
83,320
406,618 $
114,968 $
23,672
13,097
(33,242)
118,495 $
277,582 $
159,697
251,524
688,803 $
192,281 $
65,613
59,618
(46,190)
271,322 $
224,140
138,599
210,159
572,898
152,571
56,704
47,607
(43,753)
213,129
(1) 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.
A reconciliation of income from operations to Segment EBITDA is set forth below:
(in thousands)
Year Ended December 31, 2020
Income (loss) from operations
Depreciation and amortization
Other income (expense)
(1)
Segment EBITDA
Year Ended December 31, 2019
Income (loss) from operations
Depreciation and amortization
Other income (expense)
(1)
Segment EBITDA
Year Ended December 31, 2018
Income (loss) from operations
Depreciation and amortization
Other income (expense)
Segment EBITDA
(1)
Franchise
Corporate-
owned
stores
Equipment
Corporate and
other
Total
$
$
$
$
$
$
107,254 $
7,784
(70)
114,968 $
184,405 $
7,886
(10)
192,281 $
144,731 $
7,859
(19)
152,571 $
(6,209) $
30,532
(651)
23,672 $
39,648 $
25,515
450
65,613 $
36,996 $
20,427
(719)
56,704 $
8,049 $
5,048
—
13,097 $
54,571 $
5,044
3
59,618 $
42,580 $
5,027
—
47,607 $
(49,334) $
10,468
5,624
(33,242) $
(45,541) $
5,901
(6,550)
(46,190) $
(40,263) $
1,947
(5,437)
(43,753) $
59,760
53,832
4,903
118,495
233,083
44,346
(6,107)
271,322
184,044
35,260
(6,175)
213,129
(1) 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.
47
How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of performance and financial measures. The key measures for determining how our business is
performing include total monthly dues and annual fees from members (which we refer to as system-wide sales), the number of new store openings, same store sales
for both corporate-owned and franchisee-owned stores, average royalty fee percentages for franchisee-owned stores, monthly PF Black Card membership
penetration percentage, EBITDA, Adjusted EBITDA, Segment EBITDA, four-wall EBITDA, royalty adjusted four-wall EBITDA, Adjusted net income, and
Adjusted net income per share, diluted. See “—Non-GAAP Financial Measures” below for our definition of EBITDA, Adjusted EBITDA, four-wall EBITDA,
royalty adjusted four-wall EBITDA, Adjusted net income, and Adjusted net income per share, diluted and why we present EBITDA, Adjusted EBITDA, four-wall
EBITDA, royalty-adjusted four-wall EBITDA, Adjusted net income, and Adjusted net income per share, diluted, and for a reconciliation of our EBITDA, Adjusted
EBITDA, and Adjusted net income to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, and a
reconciliation of adjusted net income per share, diluted to net income per share, diluted, the most directly comparable financial measure calculated in accordance
with GAAP.
Total monthly dues and annual fees from members (system-wide sales)
We review the total amount of dues we collect from our members on a monthly basis, which allows us to assess changes in the performance of our corporate-
owned and franchisee-owned stores from period to period, any competitive pressures, local or regional membership traffic patterns and general market conditions
that might impact our store performance. System-wide sales is an operating measure that includes sales by franchisees that are not revenue realized by the
Company in accordance with GAAP, as well as sales by the Company’s corporate-owned stores. While the Company does not record sales by franchisees as
revenue, and such sales are not included in the Company’s consolidated financial statements, the Company believes that this operating measure aids in
understanding how the Company derives its royalty revenue and is important in evaluating its performance. Provided our stores are open, we collect monthly dues
on or around the 17th of every month and collect annual fees once per year from each member based upon when the member signed his or her membership
agreement. System-wide sales were $2.4 billion, $3.2 billion and $2.8 billion, during the years ended December 31, 2020, 2019 and 2018, respectively.
Number of new store openings
The number of new store openings reflects stores opened during a particular reporting period for both corporate-owned and franchisee-owned stores. Opening new
stores is an important part of our growth strategy and we expect the majority of our future new stores will be franchisee-owned. Before we obtain the certificate of
occupancy or report any revenue for new corporate-owned stores, we incur pre-opening costs, such as rent expense, labor expense and other operating expenses.
Some of our stores open with an initial start-up period of higher than normal marketing and operating expenses, particularly as a percentage of monthly revenue.
New stores may not be profitable and their revenue may not follow historical patterns. The following table shows the growth in our corporate-owned and
franchisee-owned store base for the years ended December 31, 2020, 2019 and 2018:
Franchisee-owned stores:
Stores operated at beginning of period
New stores opened
Stores debranded, sold or consolidated
(1)
Stores operated at end of period
Corporate-owned stores:
Stores operated at beginning of period
New stores opened
Stores acquired from franchisees
Stores operated at end of period
Total stores:
Stores operated at beginning of period
New stores opened
Stores debranded, sold or consolidated
(1)
Stores operated at end of period
2020
Year Ended December 31,
2019
2018
1,903
125
(7)
2,021
98
5
—
103
2,001
130
(7)
2,124
1,666
255
(18)
1,903
76
6
16
98
1,742
261
(2)
2,001
1,456
226
(16)
1,666
62
4
10
76
1,518
230
(6)
1,742
(1) The term “debranded” refers to a franchisee-owned store whose right to use the Planet Fitness brand and marks has been terminated in accordance with the franchise
agreement. We retain the right to prevent debranded stores from continuing to operate as fitness centers.
48
The term “consolidated” refers to the combination of a franchisee’s store with another store located in close proximity with our prior approval. This often coincides with an
enlargement, re-equipment and/or refurbishment of the remaining store.
(2) The “stores operated” includes stores that have closed temporarily related to the COVID-19 pandemic. All stores were closed in March 2020 in response to COVID-19, and
as of December 31, 2020, 1,760 were re-opened and operating, of which 1,682 were franchisee-owned stores and 78 were corporate-owned stores.
Same store sales
Same store sales refers to year-over-year sales comparisons for the same store sales base of both corporate-owned and franchisee-owned stores. 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.
Several factors affect our same store sales in any given period, including the following:
•
•
•
•
•
•
the number of stores that have been in operation for more than 12 months;
the percentage mix and pricing of PF Black Card and standard memberships in any period;
growth in total net memberships per store;
consumer recognition of our brand and our ability to respond to changing consumer preferences;
overall economic trends, particularly those related to consumer spending;
our and our franchisees’ ability to operate stores effectively and efficiently to meet consumer expectations;
• marketing and promotional efforts;
•
•
•
local competition;
trade area dynamics; and
opening of new stores in the vicinity of existing locations.
Consistent with common industry practice, we present same store sales as compared to the same period in the prior year for all stores that have been open and for
which monthly membership dues have been billed for longer than 12 months, beginning with the thirteenth month and thereafter, as applicable. Same store sales of
our international stores are calculated on a constant currency basis, meaning that we translate the current year’s same store sales of our international stores at the
same exchange rates used in the prior year. Since opening new stores will be a significant component of our revenue growth, same store sales is only one measure
of how we evaluate our performance.
Stores acquired from or sold to franchisees are removed from the franchisee-owned or corporate-owned same store sales base, as applicable, upon the ownership
change and for the twelve months following the date of the ownership change. These stores are included in the corporate-owned or franchisee-owned same store
sales base, as applicable, following the twelfth month after the acquisition or sale. These stores remain in the system-wide same store sales base in all periods.
We report same store sales for a given period as long as more than 50% of the stores in our same store sales base were open for every month in the period. All of
our stores were closed for a portion of the year ended December 31, 2020 due to COVID-19. Because none of our stores in the same store sales base billed monthly
membership dues in all of the months included in the year ended December 31, 2020, we are not providing same store sales comparisons (“NC”) for that period.
The following table shows our same store sales for the years ended December 31, 2020, 2019 and 2018:
Same store sales growth:
Franchisee-owned stores
Corporate-owned stores
System-wide stores
Number of stores in same store sales base:
Franchisee-owned stores
Corporate-owned stores
Total stores
Year Ended December 31,
2020
2019
2018
NC
NC
NC
9.0 %
6.1 %
8.8 %
1,621
76
1,711
10.4 %
6.5 %
10.2 %
1,390
62
1,462
49
Net member growth per store
Net member growth per store refers to the net change in total members in relation to total stores over time. We capture all membership changes daily through our
point-of-sale system. We monitor a combination of membership growth, average members per store, average monthly EFT and transfers from or to an individual
store location. We seek to make it simple for members to join, whether online, through our mobile application or in-store, and, while some memberships require a
cancellation fee, we offer, and require our franchisees to offer, a non-committal membership option. This approach to memberships is part of our commitment to
appeal to new and occasional gym users. As a result, we do not rely upon membership attrition as an operating metric in assessing our performance. We primarily
attribute our membership growth to the continued net member growth in existing stores as well as the growth of our system-wide store base.
Average royalty fee percentages for the franchisee-owned stores
The average royalty fee percentage represents royalties collected by us from our franchisees as a percentage of the monthly membership dues and annual fees that
are billed by the franchisees to their member base. We have varying royalty fee structures with our franchisee base, ranging from a tiered monthly fee to a royalty
of 7.0% of total monthly EFT and annual membership fees across our franchisee base. Our royalty fee in the U.S. and Canada has increased over time to a current
rate of 7.0% and 6.59%, respectively, for new franchisees.
PF Black Card penetration percentage
Our PF Black Card penetration percentage represents the number of our members that have opted to enroll in our PF Black Card membership program as a
percentage of our total active membership base. PF Black Card members pay higher monthly membership dues than our standard membership and receive
additional benefits for these additional fees. These benefits include access to all of our stores system-wide, guest privileges and access to exclusive areas in our
stores that provide amenities such as water massage beds, massage chairs, tanning equipment and more. We view PF Black Card penetration percentage as a
critical metric in assessing the performance and growth of our business.
Non-GAAP Financial Measures
We refer to EBITDA, Adjusted EBITDA, four-wall EBITDA and royalty adjusted four-wall EBITDA as we use these measures to evaluate our operating
performance and we believe these measures are useful to investors in evaluating our performance. EBITDA, Adjusted EBITDA, four-wall EBITDA and royalty
adjusted four-wall EBITDA as presented in this Form 10-K are supplemental measures of our performance that are neither required by, nor presented in accordance
with GAAP. EBITDA, Adjusted EBITDA, four-wall EBITDA and royalty adjusted four-wall EBITDA should not be considered as substitutes for GAAP metrics
such as net income or any other performance measures derived in accordance with GAAP. Also, in the future we may incur expenses or charges such as those
added back to calculate Adjusted EBITDA. Our presentation of EBITDA, Adjusted EBITDA, four-wall EBITDA and royalty adjusted four-wall EBITDA should
not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. 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.
As part of such disclosure in “Our Segments” within Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company has
provided a reconciliation from income from operations to Total Segment EBITDA, which is equal to the Non-GAAP financial metric EBITDA.
We define EBITDA as net income before interest, taxes, depreciation and amortization. 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 additional non-cash and other items that we do not consider in our evaluation of ongoing performance of the
Company’s core operations. These items include certain purchase accounting adjustments, transaction fees, stock offering-related costs, severance expense, pre-
opening costs and certain other charges and gains. 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 in comparing the core performance of our business from period to period. Four-wall EBITDA is an assessment of our average
corporate-owned store-level profitability for stores included in the same-store-sales base, which includes local and national advertising expense and adjusts for
certain administrative and other items that we do not consider in our evaluation of individual store-level performance. Royalty adjusted four-wall EBITDA then
applies the current royalty rate. Accordingly, we believe that Royalty adjusted four-wall EBITDA is comparable to a franchise store under our current franchise
agreement and is useful to investors to assess the operating performance of an average store in our system. Management also uses such metrics in assessing store-
level operating performance over time.
50
A reconciliation of net income to EBITDA and Adjusted EBITDA is set forth below for the years ended December 31, 2020, 2019 and 2018:
(in thousands)
Net income
Interest income
Interest expense
Provision for income taxes
Depreciation and amortization
(1)
EBITDA
(2)
(3)
Purchase accounting adjustments-revenue
Purchase accounting adjustments-rent
(4)
Loss on reacquired franchise rights
(5)
Transaction fees
Severance costs
Pre-opening costs
Legal matters
Indemnification receivable
Tax benefit arrangement remeasurement
Other
(11)
(9)
(6)
(7)
(8)
(10)
Adjusted EBITDA
2020
Year Ended December 31,
2019
2018
$
$
(15,204) $
(2,937)
82,117
687
53,832
118,495
279
490
—
—
981
1,520
5,810
—
(5,949)
(1,265)
120,361 $
135,413 $
(7,053)
60,852
37,764
44,346
271,322
768
470
1,810
—
—
1,793
—
—
5,966
48
282,177 $
103,162
(4,681)
50,746
28,642
35,260
213,129
1,019
732
360
307
352
1,461
—
342
4,765
733
223,200
(1) Includes $4.6 million of loss on extinguishment of debt in the year ended December 31, 2018.
(2) 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. For the years ended December 31, 2020, 2019 and 2018, these amounts represent the additional revenue that would have been recognized
in those years if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.
(3) 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 is being 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. Adjustments of $0.1 million, $0.2 million and $0.4 million in the years ended December 31, 2020, 2019 and 2018, respectively, 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. Adjustments of $0.4 million, $0.3 million and $0.4 million for the years ended December 31, 2020, 2019 and 2018,
respectively, are due to the amortization of favorable and unfavorable lease intangible assets. All of the rent related purchase accounting adjustments are
adjustments to rent expense which is included in store operations on our consolidated statements of operations.
(4) Represents the impact of a non-cash loss recorded in accordance with ASC 805 - Business Combinations related to our acquisitions of franchisee-owned
stores. The loss recorded under GAAP represents the difference between the fair value of the reacquired franchise rights and the contractual terms of the
reacquired franchise rights and is included in other (gain) loss on our consolidated statements of operations.
(5) Represents transaction fees and expenses that could not be capitalized related to the issuance of our 2018 Notes in the year ended December 31, 2018.
(6) Represents severance expense recorded in connection with a reduction in force in 2020 and an equity award modification in 2018.
51
(7) Represents costs associated with new corporate-owned stores incurred prior to the store opening, including payroll-related costs, rent and occupancy
expenses, marketing and other store operating supply expenses.
(8) Represents costs associated with legal matters in which the Company is a defendant. The 2020 amount includes expense of $3.8 million related to the
settlement of legal claims, and a $2.0 million reserve against an indemnification receivable related to a legal matter.
(9) Represents a receivable recorded in connection with a contractual obligation of the Company’s co-founders to indemnify the Company with respect to pre-
IPO tax liabilities pursuant to the 2012 Acquisition.
(10)Represents gains and losses related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate.
(11)Represents certain other charges and gains that we do not believe reflect our underlying business performance. In 2020, this amount includes $1.4 million
gain related to an employee retention payroll tax credit received in connection with the Coronavirus Aid, Relief, and Economic Security Act (the “CARES
Act”). In 2018, this amount includes expense of $0.6 million related to the write off of certain assets that were being tested for potential use across the
system.
Adjusted net income assumes 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-recurring 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 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 determined by 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 Adjusted net income to net income, the most directly
comparable GAAP measure, and the computation of Adjusted net income per share, diluted, are set forth below.
(in thousands, except per share data)
Net income
(1)
(2)
Provision for income taxes, as reported
Purchase accounting adjustments-revenue
Purchase accounting adjustments-rent
(3)
Loss on reacquired franchise rights
(4)
Transaction fees
Loss on extinguishment of debt
(6)
Severance costs
Pre-opening costs
Legal matters
Indemnification receivable
Tax benefit arrangement remeasurement
Other
Purchase accounting amortization
Adjusted income before income taxes
(12)
(11)
(5)
(9)
(7)
(8)
(10)
Adjusted income taxes
(13)
Adjusted net income
Adjusted net income per share, diluted
Adjusted weighted-average shares outstanding, diluted
(14)
2020
Year Ended December 31,
2019
2018
(15,204) $
687
279
490
—
—
—
981
1,520
5,810
—
(5,949)
(1,265)
16,846
4,195 $
1,116
3,079 $
0.04 $
87,166
135,413 $
37,764
768
470
1,810
—
—
—
1,793
—
—
5,966
48
16,318
200,350 $
53,694
146,656 $
1.59 $
92,358
103,162
28,642
1,019
732
360
307
4,570
352
1,461
—
342
4,765
733
15,716
162,161
42,648
119,513
1.22
97,950
$
$
$
$
(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. For the years ended December 31, 2020, 2019 and 2018, these amounts represent the additional revenue that would have been recognized
in those years if
52
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 is being 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. Adjustments of $0.1 million, $0.2 million and $0.4 million in the years ended December 31, 2020, 2019 and 2018, respectively, 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. Adjustments of $0.4 million, $0.3 million and $0.4 million for the years ended December 31, 2020, 2019 and 2018,
respectively, are due to the amortization of favorable and unfavorable lease intangible assets. All of the rent related purchase accounting adjustments are
adjustments to rent expense which is included in store operations on our consolidated statements of operations.
(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 GAAP represents the difference between the fair value of the reacquired franchise rights and the contractual terms of the
reacquired franchise rights and is included in other (gain) loss on our consolidated statements of operations.
(4) Represents transaction fees and expenses that could not be capitalized related to the issuance of our 2018 Notes in the year ended December 31, 2018.
(5) Represents a loss on extinguishment of debt related to the write-off of deferred financing costs associated with the Term Loan B which the Company
repaid in August 2018.
(6) Represents severance expense recorded in connection with a reduction in force in 2020 and an equity award modification in 2018.
(7) Represents costs associated with new corporate-owned stores incurred prior to the store opening, including payroll-related costs, rent and occupancy
expenses, marketing and other store operating supply expenses.
(8) Represents costs associated with legal matters in which the Company is a defendant. The 2020 amount includes expense of $3.8 million related to the
settlement of legal claims, and a $2.0 million reserve against an indemnification receivable related to a legal matter.
(9) Represents a receivable recorded in connection with a contractual obligation of the Company’s co-founders to indemnify the Company with respect to pre-
IPO tax liabilities pursuant to the 2012 Acquisition.
(10)Represents gains and losses related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate.
(11)Represents certain other charges and gains that we do not believe reflect our underlying business performance. In 2020, this amount includes $1.4 million
gain related to an employee retention payroll tax credit received in connection with the CARES Act. In 2018, this amount includes expense of $0.6 million
related to the write off of certain assets that were being tested for potential use across the system.
(12)Includes $12.4 million of amortization of intangible assets, other than favorable leases, for each of the years ended December 31, 2020, 2019 and 2018,
recorded in connection with the 2012 Acquisition, and $4.5 million, $4.0 million and $3.3 million of amortization of intangible assets for the years ended
December 31, 2020, 2019 and 2018, respectively, 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.
(13)Represents corporate income taxes at an assumed effective tax rate of 26.6%, 26.8% and 26.3% for the years ended December 31, 2020, 2019 and 2018,
respectively, applied to adjusted income before income taxes.
(14)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.
53
A reconciliation of net income (loss) per share, diluted, to Adjusted net income per share, diluted, is set forth below for the years ended December 31, 2020, 2019
and 2018:
(in thousands, except per share amounts)
Net income
Weighted Average Shares
Year Ended December 31, 2020
(1)
(2)
Net income (loss) attributable to Planet Fitness, Inc.
Assumed exchange of shares
Net Income (loss)
Adjustments to arrive at adjusted income before income taxes
Adjusted income before income taxes
Adjusted income taxes
Adjusted Net Income
(4)
(3)
$
$
(14,991)
(213)
(15,204)
19,399
4,195
1,116
3,079
(1) Represents net income attributable to Planet Fitness, Inc. for the year ended December 31, 2020 and the associated weighted average shares of Class A
common stock outstanding (see Note 15) to our consolidated financial statements included elsewhere in this Form 10-K).
(2) 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. Also assumes the addition of net income attributable to non-controlling interests corresponding with the assumed exchange of Holdings
Units and shares of Class B common stock for shares of Class A common stock.
(3) Represents the total impact of all adjustments identified in the adjusted net income table above to arrive at adjusted income before income taxes, and the
impact of dilutive stock options and RSUs.
(4) Represents corporate income taxes at an assumed effective tax rate of 26.6% applied to adjusted income before income taxes.
Year Ended December 31, 2019
(in thousands, except per share amounts)
Net income
Weighted Average Shares
(1)
(2)
Net income attributable to Planet Fitness, Inc.
Assumed exchange of shares
Net Income
Adjustments to arrive at adjusted income before income taxes
Adjusted income before income taxes
Adjusted income taxes
Adjusted Net Income
(4)
(3)
$
$
117,695
17,718
135,413
64,937
200,350
53,694
146,656
(1) Represents net income attributable to Planet Fitness, Inc. for the year ended December 31, 2019 and the associated weighted average shares of Class A
common stock outstanding (see Note 15) to our consolidated financial statements included elsewhere in this Form 10-K).
(2) 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. Also assumes the addition of net income attributable to non-controlling interests corresponding with the assumed exchange of Holdings
Units and shares of Class B common stock for shares of Class A common stock.
(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 26.8% applied to adjusted income before income taxes.
54
Net income per
share, diluted
(0.19)
80,303 $
6,293
570
87,166 $
0.04
Net income per
share, diluted
1.41
83,619 $
8,739
92,358 $
1.59
(in thousands, except per share amounts)
Net income
Weighted Average Shares
Year Ended December 31, 2018
(1)
(2)
Net income attributable to Planet Fitness, Inc.
Assumed exchange of shares
Net Income
Adjustments to arrive at adjusted income before income taxes
Adjusted income before income taxes
Adjusted income taxes
Adjusted Net Income
(4)
(3)
$
$
88,021
15,141
103,162
58,999
162,161
42,648
119,513
Net income per
share, diluted
1.00
87,675 $
10,275
97,950 $
1.22
(1) Represents net income attributable to Planet Fitness, Inc. for the year ended December 31, 2018, and the associated weighted average shares of Class A
common stock outstanding (see Note 15) to our consolidated financial statements included elsewhere in this form 10-K).
(2) 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. Also assumes the addition of net income attributable to non-controlling interests corresponding with the assumed exchange of Holdings
Units and shares of Class B common stock for shares of Class A common stock.
(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 26.3% applied to adjusted income before income taxes.
As a result of the COVID-19 pandemic, our corporate-owned stores experienced extended closures and reduced membership levels. Accordingly, we are not
presenting corporate-owned store four-wall and royalty adjusted four-wall EBITDA metrics for 2020 as we do not believe they are meaningful metrics indicative of
the historical or anticipated future operations. The following table reconciles Corporate-owned stores segment EBITDA to four-wall EBITDA to royalty adjusted
four-wall EBITDA for the year ended December 31, 2019:
(1)
(in thousands)
Corporate-owned stores segment
New stores
Selling, general and administrative
Impact of eliminations
Purchase accounting adjustments
Four-wall EBITDA
Royalty adjustment
Royalty adjusted four-wall EBITDA
(4)
(3)
(5)
(2)
Revenue
Year Ended December 31, 2019
EBITDA
$
$
$
159,697 $
(2,601)
—
—
—
157,096 $
—
157,096 $
65,613
2,655
6,616
(3,937)
2,280
73,227
(10,857)
62,370
EBITDA Margin
41.1 %
46.6 %
39.7 %
(1) Includes the impact of stores open less than 13 months and those which have not yet opened.
(2) Reflects administrative costs attributable to the Corporate-owned stores segment but not directly related to store operations.
(3) Reflects certain intercompany charges and other fees which are eliminated in consolidation.
(4) Represents the impact of certain purchase accounting adjustments associated with the 2012 Acquisition and our historical acquisitions of franchisee-
owned stores. These are primarily related to fair value adjustments to deferred rent.
(5) Includes the effect of royalties at a rate of 7.0% as if the stores were similar to a franchisee-owned store at the current franchise royalty rate.
55
Results of Operations
The following table sets forth our consolidated statements of operations as a percentage of total revenue for the years ended December 31, 2020, 2019 and 2018:
2020
Year ended December 31,
2019
2018
Revenue:
Franchise revenue
Commission income
National advertising fund revenue
Franchise segment
Corporate-owned stores
Equipment
Total revenue
Operating costs and expenses:
Cost of revenue
Store operations
Selling, general and administrative
National advertising fund expense
Depreciation and amortization
Other loss
Total operating costs and expenses
Income from operations
Other income (expense), net:
Interest income
Interest expense
Other income (expense), net
Total other income (expense), net
Income (loss) before income taxes
Provision for income taxes
Net income (loss)
Less net income (loss) attributable to non-controlling interests
Net income (loss) attributable to Planet Fitness, Inc.
56
39.9 %
0.2 %
10.6 %
50.7 %
28.8 %
20.5 %
100.0 %
17.5 %
21.6 %
16.9 %
15.1 %
13.2 %
1.1 %
85.4 %
14.6 %
0.7 %
(20.2)%
1.2 %
(18.3)%
(3.7)%
0.2 %
(3.9)%
(0.1)%
(3.8)%
32.4 %
0.6 %
7.3 %
40.3 %
23.2 %
36.5 %
100.0 %
28.2 %
12.5 %
11.4 %
7.3 %
6.4 %
0.3 %
66.1 %
33.9 %
1.0 %
(8.8)%
(0.9)%
(8.7)%
25.2 %
5.5 %
19.7 %
2.6 %
17.1 %
30.6 %
1.2 %
7.3 %
39.1 %
24.2 %
36.7 %
100.0 %
28.4 %
13.1 %
12.6 %
7.4 %
6.2 %
0.2 %
67.9 %
32.1 %
0.8 %
(8.9)%
(1.1)%
(9.2)%
22.9 %
5.0 %
17.9 %
2.6 %
15.3 %
The following table sets forth a comparison of our consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018:
(in thousands)
Revenue:
Franchise revenue
Commission income
National advertising fund revenue
Franchise segment
Corporate-owned stores
Equipment
Total revenue
Operating costs and expenses:
Cost of revenue
Store operations
Selling, general and administrative
National advertising fund expense
Depreciation and amortization
Other loss
Total operating costs and expenses
Income from operations
Other income (expense), net:
Interest income
Interest expense
Other income (expense), net
Total other income (expense), net
Income (loss) before income taxes
Provision for income taxes
Net income (loss)
Less net income (loss) attributable to non-controlling interests
Net income (loss) attributable to Planet Fitness, Inc.
Comparison of the years ended December 31, 2020 and December 31, 2019
Revenue
2020
Year Ended December 31,
2019
2018
$
$
162,159 $
696
43,301
206,156
117,142
83,320
406,618
70,955
87,797
68,585
61,255
53,832
4,434
346,858
59,760
2,937
(82,117)
4,903
(74,277)
(14,517)
687
(15,204)
(213)
(14,991) $
223,139 $
4,288
50,155
277,582
159,697
251,524
688,803
194,449
86,108
78,818
50,153
44,346
1,846
455,720
233,083
7,053
(60,852)
(6,107)
(59,906)
173,177
37,764
135,413
17,718
117,695 $
175,314
6,632
42,194
224,140
138,599
210,159
572,898
162,646
75,005
72,446
42,619
35,260
878
388,854
184,044
4,681
(50,746)
(6,175)
(52,240)
131,804
28,642
103,162
15,141
88,021
Total revenues were $406.6 million in 2020, compared to $688.8 million in 2019, a decrease of $282.2 million, or 41.0%.
Franchise segment revenue was $206.2 million in the year ended December 31, 2020 compared to $277.6 million in the year ended December 31, 2019, a decrease
of $71.4 million, or 25.7%.
Franchise revenue was $162.2 million in the year ended December 31, 2020 compared to $223.1 million in the year ended December 31, 2019, a decrease of $61.0
million or 27.3%. Included in franchise revenue is royalty revenue of $142.5 million, franchise and other fees of $12.7 million, and placement revenue of $6.9
million for the year ended December 31, 2020, compared to royalty revenue of $188.0 million, franchise and other fees of $17.1 million, and placement revenue of
$17.8 million for the year ended December 31, 2019. The decreases in franchise revenue in the year ended December 31, 2020 as compared to the year ended
December 31, 2019 were primarily due to COVID-19 related store closures beginning in March 2020, as well as reduced membership levels.
Commission income, which is included in our franchise segment, was $0.7 million in the year ended December 31, 2020 compared to $4.3 million in the year
ended December 31, 2019, a decrease of $3.6 million or 83.8%. The decrease was primarily attributable to fewer franchisees on our commission structure
compared to the prior year period and store closures associated with COVID-19.
57
National advertising fund revenue was $43.3 million in the year ended December 31, 2020, compared to $50.2 million in the year ended December 31, 2019. The
decrease in national advertising fund revenue in the year ended December 31, 2020 as compared to the year ended December 31, 2019 was primarily
a result of the temporary closures beginning in March 2020 related to COVID-19 as well as reduced membership levels, partially offset by a higher national
advertising fund rate of 3.25% beginning in September 2020 through the remainder of the year, as approved by a vote of the franchisees to help offset lost national
advertising fund revenues during the closure period.
Revenue from our corporate-owned stores segment was $117.1 million in the year ended December 31, 2020, compared to $159.7 million in the year ended
December 31, 2019, a decrease of $42.6 million, or 26.6%. The decrease was primarily a result of temporary store closures related to COVID-19 beginning in
March 2020, as well as reduced membership levels, partially offset by revenue as a result of the acquisition of 16 franchisee-owned stores and the opening of 11
new corporate-owned stores since January 1, 2019.
Equipment segment revenue was $83.3 million in the year ended December 31, 2020, compared to $251.5 million in the year ended December 31, 2019, a decrease
of $168.2 million, or 66.9%. The decrease was driven by lower equipment sales to new and existing franchisee-owned stores in the year ended December 31, 2020,
as compared to the year ended December 31, 2019 primarily as a result of COVID-19 related closures beginning in March 2020, the 12-month and 18-month
extensions we gave to franchisees for all new store development and re-equipment investment obligations, respectively, and the 15% discount offered to
franchisees on equipment purchased in 2020.
Cost of revenue
Cost of revenue was $71.0 million in the year ended December 31, 2020 compared to $194.4 million in the year ended December 31, 2019, a decrease of $123.5
million, or 63.5%. Cost of revenue, which primarily relates to our equipment segment, decreased as a result of lower equipment sales to new and existing
franchisee-owned stores in the year ended December 31, 2020, as compared to the year ended December 31, 2019.
Store operations
Store operation expenses, which relates to our Corporate-owned stores segment, were $87.8 million in the year ended December 31, 2020 compared to $86.1
million in the year ended December 31, 2019, an increase of $1.7 million, or 2.0%. The increase was primarily attributable to higher expenses as a result of the
acquisition of 16 franchisee-owned stores and the opening of 11 new corporate-owned stores since January 1, 2019, partially offset by lower operating and
marketing expenses as a result of COVID-19 related closures beginning in March 2020.
Selling, general and administrative
Selling, general and administrative expenses were $68.6 million in the year ended December 31, 2020 compared to $78.8 million in the year ended December 31,
2019, a decrease of $10.2 million, or 13.0%. The decrease was primarily due to lower variable compensation expense, decreased travel and lower equipment
placement expenses related to COVID-19 during the year ended December 31, 2020, as compared to the year ended December 31, 2019.
National advertising fund expense
National advertising fund expense was $61.3 million in the year ended December 31, 2020, compared to $50.2 million in the year ended December 31, 2019,
as a result of increased advertising and marketing expenses.
Depreciation and amortization
Depreciation and amortization expense consists of the depreciation of property and equipment, including leasehold and building improvements and equipment.
Amortization expense consists of amortization related to our intangible assets, including customer relationships and reacquired franchise rights.
Depreciation and amortization expense was $53.8 million in the year ended December 31, 2020 compared to $44.3 million in the year ended December 31, 2019,
an increase of $9.5 million, or 21.4%. The increase was primarily attributable to the opening and acquisition of corporate-owned stores since January 1, 2019 and
depreciation of new information systems assets.
Other loss
Other loss was $4.4 million in the year ended December 31, 2020 compared to $1.8 million in the year ended December 31, 2019. The $4.4 million loss in the year
ended December 31, 2020 includes expense of $3.8 million related to the settlement of legal claims, and $2.0 million represents a reserve against an
indemnification receivable related to a legal matter, partially offset by a $1.4 million gain related to an employee retention payroll tax credit received in connection
with the CARES Act. The loss of $1.8 million in the year ended December 31, 2019 was primarily attributable to a loss on reacquired franchise rights associated
with the acquisition of 12 franchisee-owned stores on December 16, 2019.
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Interest income
Interest income was $2.9 million in the year ended December 31, 2020 compared to $7.1 million in the year ended December 31, 2019. The decrease was primarily
a result of lower interest rates in the year ended December 31, 2020 compared to the year ended December 31, 2019.
Interest expense
Interest expense primarily consists of interest on long-term debt as well as the amortization of deferred financing costs.
Interest expense was $82.1 million in the year ended December 31, 2020 compared to $60.9 million in the year ended December 31, 2019, an increase of $21.3
million, or 34.9%. The increase in interest expense was primarily a result of higher interest expense related to the issuance of $550 million of 2019 Notes in
December 2019.
Other income (expense)
Other income was $4.9 million in the year ended December 31, 2020 compared to expense of $6.1 million in the year ended December 31, 2019. These amounts
included income of $5.9 million and expense of $6.0 million attributable to the remeasurement of our tax benefit arrangements due to changes in our effective tax
rate in the years ended December 31, 2020 and December 31, 2019, respectively. Other income (expense) also includes the effects of foreign currency gains and
losses.
Provision for income taxes
Income tax expense was $0.7 million for the year ended December 31, 2020 compared to $37.8 million for the year ended December 31, 2019, a decrease of $37.1
million. The $37.1 million decrease is primarily attributable to our decreased income before taxes partially offset by changes from the remeasurement of our
deferred taxes and by our increased pro-rata share of income from Pla-Fit Holdings for the year ended December 31, 2020 as compared to the year ended
December 31, 2019 as a result of the exchanges by Continuing LLC Owners of Holdings Units for shares of Class A common stock.
Segment results
Franchise
Franchise segment EBITDA was $115.0 million in the year ended December 31, 2020 compared to $192.3 million in the year ended December 31, 2019, a
decrease of $77.3 million, or 40.2%. The decrease in the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily due to
COVID-19 related store closures beginning in March 2020, reduced membership levels, and higher NAF expense, partially offset by lower franchise-related
payroll and operational expenses. Depreciation and amortization was $7.8 million in the year ended December 31, 2020 and $7.9 million in the year ended
December 31, 2019.
Corporate-owned stores
Corporate-owned stores segment EBITDA was $23.7 million in the year ended December 31, 2020 compared to $65.6 million in the year ended December 31,
2019, a decrease of $41.9 million, or 63.9%. The corporate-owned store segment EBITDA decrease was primarily due to COVID-19 related store closures
beginning in March 2020, as well as reduced membership levels. Depreciation and amortization was $30.5 million for the year ended December 31, 2020,
compared to $25.5 million for the year ended December 31, 2019. The increase in depreciation and amortization was primarily attributable to capital expenditures
on existing stores and the acquisition and opening of new corporate-owned stores since January 1, 2019.
Equipment
Equipment segment EBITDA was $13.1 million in the year ended December 31, 2020 compared to $59.6 million in the year ended December 31, 2019, a decrease
of $46.5 million, or 78.0%. The decrease was driven by lower equipment sales to new and existing franchisee-owned stores in the year ended December 31, 2020
compared to the year ended December 31, 2019 primarily as a result of COVID-19 related closures beginning in March 2020, the 12-month and 18-month
extensions we gave to franchisees for all new store development and re-equipment investment obligations, respectively, and the 15% discount offered to
franchisees on equipment purchased in 2020. Depreciation and amortization was $5.0 million for both the years ended December 31, 2020 and December 31, 2019.
Comparison of the years ended December 31, 2019 and December 31, 2018
Revenue
Total revenues were $688.8 million in 2019, compared to $572.9 million in 2018, an increase of $115.9 million, or 20.2%.
Franchise segment revenue was $277.6 million in the year ended December 31, 2019 compared to $224.1 million in the year ended December 31, 2018, an increase
of $53.4 million, or 23.8%.
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Franchise revenue was $223.1 million in the year ended December 31, 2019 compared to $175.3 million in the year ended December 31, 2018, an increase of $47.8
million or 27.3%. Included in franchise revenue is royalty revenue of $188.0 million, franchise and other fees of $17.1 million, and placement revenue of $17.8
million for the year ended December 31, 2019, compared to royalty revenue of $147.2 million, franchise and other fees of $16.6 million, and placement revenue of
$11.5 million for the year ended December 31, 2018. The $40.9 million increase in royalty revenue was primarily driven by $14.6 million attributable to a same
store sales increase of 9.0% in franchisee-owned stores, and $12.7 million was attributable to royalties from new stores in 2019, as well as those that opened in
2018 that were not included in the same store sales base. Additionally, $9.5 million of the increase was due to higher royalty rates on monthly dues and $4.0
million was due to higher royalty rates on annual fees. The $6.3 million increase in placement revenue was due to higher equipment placements in the year ended
December 31, 2019 as compared to the year ended December 31, 2018.
Commission income, which is included in our franchise segment, was $4.3 million in the year ended December 31, 2019 compared to $6.6 million in the year
ended December 31, 2018, a decrease of $2.3 million or 35.3%. The decrease was primarily as a result of the franchise agreements that were amended to increase
royalty rates by 1.59% in exchange for a corresponding decrease in franchise and other fees as well as reduced commission income (the “Rebate to Royalty
Amendment”).
National advertising fund revenue was $50.2 million in the year ended December 31, 2019, compared to $42.2 million in the year ended December 31, 2018, and is
due to a same store sales increase of 9.0% in franchisee-owned stores and from new stores opened in 2019, as well as those that opened in 2018 that were not
included in the same store sales base. This revenue is offset by national advertising fund expenses below.
Revenue from our Corporate-owned stores segment was $159.7 million in the year ended December 31, 2019, compared to $138.6 million in the year ended
December 31, 2018, an increase of $21.1 million, or 15.2%. Of the $21.1 million increase, $10.7 million was due to higher revenue from corporate-owned stores
newly opened or acquired since January 1, 2018, $6.9 million was from higher same store sales from corporate-owned stores which increased 6.1% in the year
ended December 31, 2019, and $4.5 million was attributable to higher revenue from annual fees.
Equipment segment revenue was $251.5 million in the year ended December 31, 2019, compared to $210.2 million in the year ended December 31, 2018, an
increase of $41.4 million, or 19.7%. The $41.4 million increase was driven by higher replacement equipment sales to existing franchisee-owned stores and also
higher equipment sales to new franchisee-owned stores related to 31 additional new U.S. equipment sales in the year ended December 31, 2019, as compared to the
year ended December 31, 2018.
Cost of revenue
Cost of revenue was $194.4 million in the year ended December 31, 2019 compared to $162.6 million in the year ended December 31, 2018, an increase of $31.8
million, or 19.6%. Cost of revenue primarily relates to our equipment segment. The increase was primarily due to higher replacement equipment sales to existing
franchisee-owned stores and higher equipment sales to new franchisee-owned stores related to 31 additional new equipment sales in the year ended December 31,
2019, as compared to the year ended December 31, 2018. The increase in costs is consistent with the increase in equipment revenue.
Store operations
Store operation expenses, which relates to our Corporate-owned stores segment, were $86.1 million in the year ended December 31, 2019 compared to $75.0
million in the year ended December 31, 2018, an increase of $11.1 million, or 14.8%. The increase was primarily attributable to the acquisition of 20 franchisee-
owned stores, and the opening of 10 new corporate-owned stores since January 1, 2018.
Selling, general and administrative
Selling, general and administrative expenses were $78.8 million in the year ended December 31, 2019 compared to $72.4 million in the year ended December 31,
2018, an increase of $6.4 million, or 8.8%. The $6.4 million increase was primarily due to additional expenses incurred during the year ended December 31, 2019
to support our growing operations, including additional headcount. With respect to our growing franchisee operations, we anticipate that our selling, general and
administrative expenses will continue to increase as our franchisee-owned store count grows.
National advertising fund expense
National advertising fund expense was $50.2 million in the year ended December 31, 2019, compared to $42.6 million in the year ended December 31, 2018. This
expense is primarily offset by national advertising fund revenues.
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Depreciation and amortization
Depreciation and amortization expense consists of the depreciation of property and equipment, including leasehold and building improvements and equipment.
Amortization expense consists of amortization related to our intangible assets, including customer relationships and reacquired franchise rights.
Depreciation and amortization expense was $44.3 million in the year ended December 31, 2019 compared to $35.3 million in the year ended December 31, 2018,
an increase of $9.1 million, or 25.8%. The increase was primarily attributable to franchisee-store acquisitions, the opening of corporate-owned stores since January
1, 2018 and depreciation of new information systems assets.
Other loss
Other loss was $1.8 million in the year ended December 31, 2019 compared to $0.9 million in the year ended December 31, 2018. The $1.8 million loss in the year
ended December 31, 2019 was primarily attributable to a loss on reacquired franchise rights associated with the acquisition of 12 franchisee-owned stores on
December 16, 2019. Of the $0.9 million loss in the year ended December 31, 2018 $0.6 million was attributable to the write off of certain assets that were being
tested for possible use across the system.
Interest income
Interest income was $7.1 million in the year ended December 31, 2019 compared to $4.7 million in the year ended December 31, 2018. The increase was due to the
increase in the Company’s cash balance in connection with the issuance of the 2018 Notes and 2019 Notes as well as cash generated from operations.
Interest expense
Interest expense primarily consists of interest on long-term debt as well as the amortization of deferred financing costs.
Interest expense was $60.9 million in the year ended December 31, 2019 compared to $50.7 million in the year ended December 31, 2018, an increase of $10.1
million, or 19.9%. The increase in interest expense was primarily a result of higher interest expense related to the issuance of $1.2 billion of 2018 Notes in August
2018 and the issuance of $550 million of 2019 Notes in December 2019. Additionally, in the year ended December 31, 2018, we recorded $4.6 million of losses on
extinguishment of debt recorded in connection with the repayment of our Term Loan B which was repaid in August 2018.
Other income (expense)
Other expense was $6.1 million in the year ended December 31, 2019 compared to expense of $6.2 million in the year ended December 31, 2018. Other expense
included $6.0 million and $4.8 million of expense attributable to the remeasurement of our tax benefit arrangements due to changes in our effective tax rate in the
years ended December 31, 2019 and December 31, 2018, respectively. Other income (expense) also includes the effects of foreign currency gains and losses.
Provision for income taxes
Income tax expense was $37.8 million for the year ended December 31, 2019 compared to $28.6 million for the year ended December 31, 2018, an increase of $9.1
million. Of the $9.1 million increase $9.4 million is attributable to our increased income before taxes and increased pro-rata share of income from Pla-Fit Holdings
for the year ended December 31, 2019 as compared to the year ended December 31, 2018 as a result of the exchanges by Continuing LLC Owners of Holdings
Units for shares of Class A common stock. This was partially offset by a decrease attributable to the remeasurement of our deferred taxes in 2019 in connection
with changes in various state tax laws in 2019.
Segment results
Franchise
Franchise segment EBITDA was $192.3 million in the year ended December 31, 2019 compared to $152.6 million in the year ended December 31, 2018, an
increase of $39.7 million, or 26.0%. This increase was primarily the result of growth in our franchise segment revenue of $53.4 million, including a $40.9 million
increase in royalty revenue primarily driven by $14.6 million attributable to a same store sales increase of 9.0% in franchisee-owned stores, and $12.7 million was
attributable to royalties from new stores in 2019, as well as those that opened in 2018 that were not included in the same store sales base. Additionally, $9.5 million
was due to higher royalty rates on monthly dues and $4.0 million was due to higher royalty rates on annual fees. Franchise segment revenue also included $50.2
million of NAF revenue in the year ended December 31, 2019 compared to $42.2 million in the year ended December 31, 2018 (see Note 11). Partially offsetting
these revenue increases was a $2.3 million decrease in commission income, primarily driven by the Rebate to Royalty Amendment. Franchise segment EBITDA
also includes $50.2 million of NAF expense in the year ended December 31, 2019 compared to $42.6 million in the year ended December 31, 2018 (see Note 11).
Additionally we had $3.7 million of higher compensation and operational
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expenses in the year ended December 31, 2019 as compared to the year ended December 31, 2018. Depreciation and amortization was $7.9 million in the year
ended December 31, 2019 and $7.9 million in the year ended December 31, 2018.
Corporate-owned stores
Corporate-owned stores segment EBITDA was $65.6 million in the year ended December 31, 2019 compared to $56.7 million in the year ended December 31,
2018, an increase of $8.9 million, or 15.7%. Of the increase, $6.6 million was related to stores included in our same store sales base in the year ended December
31, 2019 as compared to the year ended December 31, 2018. An additional $3.0 million was attributable to the stores acquired and opened since January 1, 2018.
Additionally we had $1.2 million increase in EBITDA related to foreign currency which was a gain of $0.5 million in the year ended December 31, 2019 compared
to a loss of $0.7 million in the year ended December 31, 2018. Offsetting these increases was $1.8 million of loss on reacquired franchise rights associated with the
acquisition of 12 stores in New Jersey on December 16, 2019. Depreciation and amortization was $25.5 million for the year ended December 31, 2019, compared
to $20.4 million for the year ended December 31, 2018. The increase in depreciation and amortization was primarily attributable to capital expenditures on existing
stores and the acquisition and opening of new corporate-owned stores since January 1, 2018.
Equipment
Equipment segment EBITDA was $59.6 million in the year ended December 31, 2019 compared to $47.6 million in the year ended December 31, 2018, an increase
of $12.0 million, or 25.2%. The increase was the result of higher replacement equipment sales to existing franchisee-owned stores, and higher equipment sales to
new franchisee-owned stores related to 31 additional new equipment sales in the year ended December 31, 2019 compared to the year ended December 31, 2018.
Depreciation and amortization was $5.0 million for the year ended December 31, 2019 and $5.0 million for the year ended December 31, 2018.
Liquidity and Capital Resources
As of December 31, 2020, we had $439.5 million of cash and cash equivalents.
We require cash principally to fund day-to-day operations, to finance capital investments, to service our outstanding debt and tax benefit arrangements and to
address our working capital needs. Based on our current level of operations, we believe that with our available cash balance, the cash generated from our
operations, and amounts we have drawn under our Variable Funding Notes will be adequate to meet our anticipated debt service requirements and obligations
under our tax benefit arrangements, capital expenditures and working capital needs for at least the next 12 months. We believe that we will be able to meet these
obligations even if we continue to experience a reduction in sales and profits as a result of the COVID-19 pandemic. Our ability to continue to fund these items and
continue to reduce debt could be adversely affected by the occurrence of any of the events described under “Risk Factors.” There can be no assurance that our
business will generate sufficient cash flows from operations or otherwise to enable us to service our indebtedness, including our Securitized Senior Notes, or to
make anticipated capital expenditures. Our future operating performance and our ability to service, extend or refinance our indebtedness will be subject to future
economic conditions and to financial, business and other factors, many of which are beyond our control, including potential future impacts related to the COVID-
19 pandemic.
The following table presents summary cash flow information for the years ended December 31, 2020 and 2019:
(in thousands)
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of foreign exchange rates on cash
Net increase in cash
Operating activities
Year Ended December 31,
2020
2019
$
$
31,138 $
(52,278)
57,850
295
37,005 $
204,311
(110,694)
64,348
691
158,656
For the year ended December 31, 2020, net cash provided by operating activities was $31.1 million compared to $204.3 million in the year ended December 31,
2019, a decrease of $173.2 million. Of the decrease, $168.7 million was due to lower net income after adjustments to reconcile net income to net cash provided by
operating activities, and $4.5 million was primarily due to higher cash used for working capital in income tax, deferred revenue, and inventory, partially offset by
higher cash generated due to a decrease in accounts receivable in the year ended December 31, 2020, compared to the year ended December 31, 2019.
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Investing activities
For the year ended December 31, 2020, net cash used in investing activities was $52.3 million compared to $110.7 million in the year ended December 31, 2019, a
decrease in cash used of $58.4 million. Of the decrease, $52.6 million was due to the acquisition of 16 franchisee-owned stores in the year ended December 31,
2019 and $5.3 million was due to lower capital expenditures.
Capital expenditures for the years ended December 31, 2020 and 2019:
(in thousands)
New corporate-owned stores
Existing corporate-owned stores
Information systems
Corporate and all other
Total capital expenditures
Financing activities
Year Ended December 31,
2020
2019
14,568 $
25,039
12,521
432
52,560 $
17,449
23,111
16,745
585
57,890
$
$
For the year ended December 31, 2020, net cash provided by financing activities was $57.9 million compared to net cash provided by financing activities of $64.3
million in the year ended December 31, 2019, a decrease of $6.5 million. In the year ended December 31, 2020 we had net proceeds from borrowings under our
variable funding notes and repayments of long-term debt for a combined impact of $57.5 million. In the year ended December 31, 2019, we had net proceeds from
the issuance and repayments of long-term debt of $527.4 million, $458.2 million of cash used to repurchase and retire 6.1 million shares of our Class A common
stock, and distributions to members of Pla-Fit Holdings of $7.4 million.
The following table presents summary cash flow information for the years ended December 31, 2019 and 2018:
(in thousands)
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of foreign exchange rates on cash
Net increase in cash
Operating activities
Year Ended December 31,
2019
2018
$
$
204,311 $
(110,694)
64,348
691
158,656 $
184,399
(86,416)
109,920
(844)
207,059
For the year ended December 31, 2019, net cash provided by operating activities was $204.3 million compared to $184.4 million in the year ended December 31,
2018, an increase of $19.9 million. Of the increase, $36.7 million was due to higher net income after adjustments to reconcile net income to net cash provided by
operating activities, partially offset by $16.7 million due to higher cash used for working capital in accounts payable, other assets and other current assets, and
equipment deposits, partially offset by higher cash generated due to a decrease in inventory and lower cash payments for income taxes in the year ended December
31, 2019, compared to the year ended December 31, 2018.
Investing activities
For the year ended December 31, 2019, net cash used in investing activities was $110.7 million compared to $86.4 million in the year ended December 31, 2018,
an increase in cash used of $24.3 million. This increase in the year ended December 31, 2019 compared to the year ended December 31, 2018 was primarily due to
higher capital expenditures for both new and existing corporate-owned stores and information systems as shown in the table below, and $6.8 million more cash
used for the acquisition of stores from franchisees.
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Capital expenditures for the years ended December 31, 2019 and 2018:
(in thousands)
New corporate-owned stores
Existing corporate-owned stores
Information systems
Acquisition of building and land
Corporate and all other
Total capital expenditures
Financing activities
Year Ended December 31,
2019
2018
17,449 $
23,111
16,745
—
585
57,890 $
10,368
16,792
9,103
4,538
59
40,860
$
$
For the year ended December 31, 2019, net cash provided by financing activities was $64.3 million compared to net cash provided by financing activities of $109.9
million in the year ended December 31, 2018, a decrease of $45.6 million. In the year ended December 31, 2019 we had net proceeds from the issuance and
repayments of long-term debt of $527.4 million, $458.2 million of cash used to repurchase and retire 6.1 million shares of our Class A common stock, and
distributions to members of Pla-Fit Holdings of $7.4 million. In the year ended December 31, 2018, we had net proceeds from the issuance and repayments of long-
term debt of $460.4 million, $342.4 million of cash used to repurchase and retire 5.4 million shares of our Class A common stock and distributions to members of
Pla-Fit Holdings of $8.3 million.
Securitized Financing Facility
On August 1, 2018, Planet Fitness Master Issuer LLC (the “Master Issuer”), a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of Pla-Fit
Holdings, LLC, entered into a base indenture and a related supplemental indenture (collectively, the “2018 Indenture”) under which the Master Issuer may issue
multiple series of notes. On the same date, the Master Issuer issued Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I (the “2018 Class A-2-I
Notes”) with an initial principal amount of $575 million and Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (the “2018 Class A-2-II Notes”
and, together with the 2018 Class A-2-I Notes, the “2018 Notes”) with an initial principal amount of $625 million. In connection with the issuance of the 2018
Notes, the Master Issuer also entered into a revolving financing facility that allows for the incurrence of up to $75 million in revolving loans and/or letters of credit
under the Master Issuer’s Series 2018-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”). The Company fully drew down on the Variable
Funding Notes on March 20, 2020. Outstanding amounts under the Variable Funding Notes bear interest at a variable rate, which is 2.28% as of December 31,
2020. On December 3, 2019, the Master Issuer issued Series 2019-1 3.858% Fixed Rate Senior Secured Notes, Class A-2 (the “2019 Notes” and, together with the
2018 Notes, the “Notes”) with an initial principal amount of $550 million. The 2019 Notes were issued under the 2018 Indenture and a related supplemental
indenture dated December 3, 2019 (together, the “Indenture”). Together the Notes and Variable Funding Notes will be referred to as the “Securitized Senior
Notes”.
The Notes were issued in a securitization transaction pursuant to which most of the Company’s domestic revenue-generating assets, consisting principally of
franchise-related agreements, certain corporate-owned store assets, equipment supply agreements and intellectual property and license agreements for the use of
intellectual property, were assigned to the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned indirect subsidiaries of the Company
that act as guarantors of the Securitized Senior Notes and that have pledged substantially all of their assets to secure the Securitized Senior Notes.
Interest and principal payments on the Notes are payable on a quarterly basis. The requirement to make such quarterly principal payments on the Notes is subject to
certain financial conditions set forth in the Indenture. The legal final maturity date of the 2018 Notes is in September 2048, but it is anticipated that, unless earlier
prepaid to the extent permitted under the Indenture, the 2018 Class A-2-I Notes will be repaid in September 2022 and the 2018 Class A-2-II Notes will be repaid
in September 2025. The legal final maturity date of the 2019 Notes is in December 2049, but it is anticipated that, unless earlier prepaid to the extent permitted
under the Indenture, the 2019 Notes will be repaid in December 2029 (together, the “Anticipated Repayment Dates”). If the Master Issuer has not repaid or
refinanced the Notes prior to the respective Anticipated Repayment Dates, additional interest will accrue pursuant to the Indenture.
As noted above, the Company borrowed the full $75 million in Variable Funding Notes on March 20, 2020. The Variable Funding Notes accrue interest at a
variable interest rate based on (i) the prime rate, (ii) overnight federal funds rates, (iii) the London interbank offered rate for U.S. Dollars, or (iv) with respect to
advances made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in
each case plus
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any applicable margin and as specified in the Variable Funding Notes. There is a commitment fee on the unused portion of the Variable Funding Notes of 0.5%
based on utilization. It is anticipated that the principal and interest on the Variable Funding Notes will be repaid in full on or prior to September 2023, subject to
two additional one-year extension options. Following the anticipated repayment date (and any extensions thereof) additional interest will accrue on the Variable
Funding Notes equal to 5.0% per year.
In connection with the issuance of the 2018 Notes and 2019 Notes, the Company incurred debt issuance costs of $27.1 million and $10.6 million, respectively. The
debt issuance costs are being amortized to “Interest expense” through the Anticipated Repayment Dates of the Notes utilizing the effective interest rate method.
The Securitized Senior Notes are subject to covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains
specified reserve accounts to be used to make required payments in respect of the Securitized Senior Notes, (ii) provisions relating to optional and mandatory
prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Notes under certain circumstances, (iii)
certain indemnification payments in the event, among other things, the assets pledged as collateral for the Securitized Senior Notes are in stated ways defective or
ineffective, (iv) a cap on non-securitized indebtedness of $50 million (provided that the Company may incur non-securitized indebtedness in excess of such
amount, subject to the leverage ratio cap described below, under certain conditions, including if the relevant lenders execute a non-disturbance agreement that
acknowledges the bankruptcy-remote status of the Master Issuer and its subsidiaries and of their respective assets), (v) a leverage ratio cap incurrence test on the
Company of 7.0x (calculated without regard for any indebtedness subject to the $50 million cap) and (vi) covenants relating to recordkeeping, access to
information and similar matters.
Pursuant to a parent company support agreement, the Company has agreed to cause its subsidiary to perform each of its obligations (including any indemnity
obligations) and duties under the Management Agreement and under the contribution agreements entered into in connection with the securitized financing facility,
in each case as and when due. To the extent that such subsidiary has not performed any such obligation or duty within the prescribed time frame after such
obligation or duty was required to be performed, the Company has agreed to either (i) perform such obligation or duty or (ii) cause such obligations or duties to be
performed on the Company’s behalf.
The Securitized Senior Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain
stated debt service coverage ratios, certain manager termination events, an event of default, and the failure to repay or refinance the Notes on the applicable
scheduled Anticipated Repayment Dates. The Securitized Senior Notes are also subject to certain customary events of default, including events relating to non-
payment of required interest, principal, or other amounts due on or with respect to the Securitized Senior Notes, failure to comply with covenants within certain
time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments.
In accordance with the Indenture, certain cash accounts have been established with the Indenture trustee (the “Trustee”) for the benefit of the trustee and the
noteholders, and are restricted in their use. The Company holds restricted cash which primarily represents cash collections held by the Trustee, interest, principal,
and commitment fee reserves held by the Trustee related to the Securitized Senior Notes. As of December 31, 2020, the Company had restricted cash held by the
Trustee of $60.3 million, which includes pre-funding of the full principal and interest payments through the March 5, 2021 payment date, and a substantial portion
of the June 5, 2021 payment date. Restricted cash has been combined with cash and cash equivalents when reconciling the beginning and end of period balances in
the consolidated statements of cash flows.
The proceeds from the issuance of the 2018 Notes were used to repay all amounts outstanding on the Term Loan B under the Company’s prior credit facility. As a
result, the Company recorded a loss on early extinguishment of debt of $4.6 million within interest expense on the consolidated statements of operations, primarily
consisting of the write-off of deferred costs related to the prior credit facility.
Share Repurchase Program
2019 share repurchase program
On November 5, 2019, our board of directors approved a share repurchase program of up to $500 million (the “2019 Share Repurchase Program”).
On December 4, 2019, the Company entered into a $300 million accelerated share repurchase agreement (the “2019 ASR Agreement”) with JPMorgan Chase
Bank, N.A. (“JPMC”). Pursuant to the terms of the 2019 ASR Agreement, on December 5, 2019, the Company paid JPMC $300 million upfront in cash and
received approximately 3.3 million shares of the Company’s Class A common stock, which were retired. Final settlement of the ASR Agreement occurred on
March 2, 2020. At final settlement, JPMC delivered approximately 667,000 additional shares of the Company’s Class A common stock, based on a weighted
average cost per share of $75.82 over the term of the 2019 ASR Agreement, which were retired.
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On March 18, 2020, the Company announced the suspension of its 2019 share repurchase program. If the 2019 share repurchase program is reinstated, the timing
of purchases and amount of stock repurchased will be subject to the Company’s discretion and will depend on market and business conditions, the Company’s
general working capital needs, stock price, applicable legal requirements and other factors. Our ability to repurchase shares at any particular time is also subject to
the terms of the Indenture governing the Securitized Senior Notes. Purchases may be effected through one or more open market transactions, privately negotiated
transactions, transactions structured through investment banking institutions, or a combination of the foregoing. The Company may reinstate or terminate the
program at any time.
2018 share repurchase program
On August 3, 2018, our board of directors approved an increase to the total amount of the share repurchase program to $500 million (the “2018 Share Repurchase
Program”).
On November 13, 2018, we entered into a $300 million accelerated share repurchase agreement (the “2018 ASR Agreement”) with Citibank, N.A. (the “Citibank”).
We acquired shares under the 2018 ASR Agreement as part of our 2018 $500 million share repurchase authorization (the “2018 Share Repurchase Authorization”).
On November 14, 2018, we paid Citibank $300 million in cash and received approximately 4.6 million shares of our Class A common stock, which were retired.
Final settlement of the 2018 ASR Agreement occurred on April 30, 2019. At final settlement, Citibank delivered approximately 524,000 additional shares of the
Company’s Class A common stock, based on a weighted average cost per share of $58.46 over the term of the 2018 ASR Agreement, which were retired.
Additionally, during the years ended December 31, 2019 and 2018, the Company repurchased at market value and retired 2,272,001 and 824,312 shares of Class A
common stock for a total cost of $157.9 million and $42.1 million, respectively, completing the 2018 Share Repurchase Program.
Contractual Obligations and Commitments
The following table presents contractual obligations and commercial commitments as of December 31, 2020.
(in thousands)
(1)
Long-term debt
Interest on long-term debt
Obligations under tax benefit arrangements
Operating leases
Advertising commitments
Purchase obligations
(4)
(3)
Total Contractual Obligations
(2)
Total
1,792,501
354,594
488,200
234,378
32,589
10,199
2,912,461 $
$
$
Payments due during the years ending December 31,
2024-2025
2022-2023
2021
Thereafter
17,500
73,187
—
28,405
31,736
10,199
161,027 $
654,813
114,874
42,101
57,170
853
—
869,811 $
603,188
88,341
85,681
52,931
—
—
830,141 $
517,000
78,192
360,418
95,872
—
—
1,051,482
(1) Long-term debt payments include scheduled principal payments only.
(2) Timing of payments under tax benefit arrangements is estimated.
(3) As of December 31, 2020, we had advertising purchase commitments of approximately $32.6 million, including commitments for the NAF.
(4) Purchase obligations consists of $10.2 million for open purchase orders primarily related to equipment to be sold to franchisees. For the majority of our
equipment purchase obligations, our policy is to require the franchisee to provide us with either a deposit or proof of a committed financing arrangement.
Off-Balance Sheet Arrangements
As of December 31, 2020, our off-balance sheet arrangements consisted of guarantees of lease agreements for certain franchisees. Our maximum total commitment
under these agreements is approximately $7.8 million and would only require payment upon default by the primary obligor. The estimated fair value of these
guarantees at December 31, 2020 was not material, and no accrual has been recorded for our potential obligation under these arrangements. In 2019, in connection
with a real estate partnership, the Company began guaranteeing certain leases of its franchisees up to a maximum period of ten years, with earlier expiration dates if
certain conditions are met. See Note 17 to our consolidated financial statements included elsewhere in this Form 10-K for more information regarding these
operating leases and guarantees.
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Critical Accounting Policies and Use of Estimates
Our discussion and analysis of operating results and financial condition are based upon our consolidated financial statements included elsewhere in this Form 10-K.
The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, expenses and related disclosures of contingent assets and liabilities. We base our estimates on past experience and other assumptions that we
believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from those estimates.
Our critical accounting policies are those that materially affect our consolidated financial statements including those that involve difficult, subjective or complex
judgments by management. A thorough understanding of these critical accounting policies is essential when reviewing our consolidated financial statements. We
believe that the critical accounting policies listed below are those that are most important to the portrayal of our results of operations or involve the most difficult
management decisions related to the use of significant estimates and assumptions as described above.
Revenue
Franchise revenue
Franchise revenues consist primarily of royalties, NAF contributions, the recognition of deferred revenue from initial and renewal franchise fees, fees from area
development agreements (“ADAs”), and transfer fees, as well as equipment placement revenue, other fees and commission income.
The Company’s primary performance obligation under the franchise license is granting certain rights to use the Company’s intellectual property, and all other
services the Company provides under the ADA and franchise agreement are highly interrelated, not distinct within the contract, and therefore accounted for as a
single performance obligation, which is satisfied by granting certain rights to use our intellectual property over the term of each franchise agreement.
Royalties, including franchisee contributions to national advertising funds, are generally calculated as a percentage of franchise monthly dues and annual fees over
the term of the franchise agreement. Under our franchise agreements, advertising contributions paid by franchisees must be spent on advertising, marketing and
related activities. Initial and renewal franchise fees are payable by the franchisee upon signing a new or successor franchise agreement, and transfer fees are paid to
the Company when one franchisee transfers a franchise agreement to a different franchisee. Our franchise royalties, as well as our NAF contributions, represent
sales-based royalties that are related entirely to our performance obligation under the franchise agreement and are recognized as franchise sales occur.
Additionally, under ASC 606, initial and renewal franchise fees, as well as transfer fees, are recognized as revenue on a straight-line basis over the term of the
respective franchise agreement. Under the Previous Standards, initial franchise fees were recognized as revenue when the related franchisees signed a lease and
completed the Company’s new franchisee training. Renewal franchise fees and transfer fees were recognized as revenue upon execution of a new franchise
agreement. Our performance obligation under ADAs generally consists of an obligation to grant geographic exclusive area development rights. These development
rights are not distinct from franchise agreements, so upfront fees paid by franchisees for exclusive development rights are deferred and apportioned to each
franchise agreement signed by the franchisee. The pro-rata amount apportioned to each franchise agreement is accounted for identically to the initial franchise fee.
The Company is generally responsible for assembly and placement of equipment it sells to U.S. based franchisee-owned stores. Placement revenue is recognized
upon completion and acceptance of the services at the franchise location.
The Company recognizes commission income from certain of its franchisees’ use of certain preferred vendor arrangements. Commissions are recognized when
amounts have been earned and collectability from the vendor is reasonably assured.
Online member join fees are paid to the Company by franchisees for processing new membership transactions when a new member signs up for a membership to a
franchisee-owned store through the Company’s website. These fees are recognized as revenue as each transaction occurs.
Billing transaction fees are paid to the Company by certain of its franchisees for the processing of franchisee membership dues and annual fees through the
Company’s third-party hosted point-of-sale system and are recognized as revenue as they are earned.
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Equipment revenue
The Company sells and delivers equipment purchased from third-party equipment manufacturers to U.S. and Canada based franchisee-owned stores. Revenue is
recognized upon transfer of control of ordered items, generally upon delivery to the customer, which is when the customer obtains physical possession of the
goods, legal title is transferred, the customer has all risks and rewards of ownership and an obligation to pay for the goods is created. Franchisees are charged for
all freight costs incurred for the delivery of equipment. Freight revenue is recorded within equipment revenue and freight costs are recorded within cost of revenue.
In most instances, the Company recognizes equipment revenue on a gross basis as management has determined the Company to be the principal in these
transactions. Management determined the Company to be the principal in the transaction because the Company controls the equipment prior to delivery to the final
customer as evidenced by its pricing discretion over the goods, inventory transfer of title and risk of loss while the inventory is in transit, and having the primary
responsibility to fulfill the customer order and direct the third-party vendor.
Corporate-owned stores revenue
The following revenues are generated from stores owned and operated by the Company.
Monthly membership fee revenue
Membership dues are earned and recognized over the membership term on a straight-line basis.
Enrollment fee revenue
Enrollment fees are charged to new members at the commencement of their membership. The Company recognizes enrollment fees ratably over the estimated
duration of the membership life, which is generally two years.
Annual membership fee revenue
Annual membership fees are annual fees charged to members in addition to and in order to maintain low monthly membership dues. The Company recognizes
annual membership fees ratably over the 12-month membership period.
Retail sales
The Company sells Planet Fitness branded apparel, food, beverages, and other accessories. The revenue for these items is recognized at the point of sale.
Leases
The below discussions of lease accounting policies are the policies that went into effect beginning on January 1, 2019 with the adoption of ASC 842. For periods
prior to January 1, 2019 we applied the policies under ASC 840. See Note 2 in Item 8: Financial Statements for a discussion of the policies in place under ASC
840.
The Company leases space to operate corporate-owned stores, equipment, office, and warehouse space. We currently lease our corporate headquarters and all but
one of our corporate-owned stores. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these
leases on a straight-line basis over the lease term. For leases beginning in 2019 and later, we account for fixed lease and non-lease components together as a single,
combined lease component. Variable lease costs, which may include common area maintenance, insurance, and taxes are not included in the lease liability and are
expensed in the period incurred.
Our corporate-owned store leases generally have remaining terms of one to ten years, and typically include one or more renewal options, with renewal terms that
can generally extend the lease term from three to ten years or more. The exercise of lease renewal options is at our sole discretion. The Company includes options
to renew in the expected term when they are reasonably certain to be exercised. The depreciable life of assets and leasehold improvements are limited by the
expected lease term.
At the inception of each lease, we determine its appropriate classification as an operating or financing lease. The majority of our leases are operating leases.
Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not
yet paid. Operating lease right of use (“ROU”) assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for
prepayments or accrued lease payments, initial direct costs and lease incentives. To determine the present value of lease payments not yet paid, we estimate
incremental secured borrowing rates corresponding to the maturities of the leases based upon interpolated rates using our Notes.
The Company has certain non-real estate leases that are accounted for as finance leases under ASC 842, which is similar to the accounting for capital leases under
the previous standard.
Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally,
tenant incentives used to fund leasehold improvements are recognized when earned and
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reduce our ROU asset related to the lease. These tenant incentives are amortized as reduction of rent expense over the lease term.
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
We expend cash for leasehold improvements and to build out and equip our leased premises. We may also expend cash for structural additions that we make to
leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed to us by our landlords as construction contributions pursuant
to agreed-upon terms in our leases. If obtained, landlord construction contributions usually take the form of up-front cash, full or partial credits against our future
minimum or percentage rents otherwise payable by us, or a combination thereof. When contractually due to us, we classify tenant improvement allowances within
property and equipment and as a reduction of the ROU asset on the consolidated balance sheets and depreciate the tenant improvement allowance on a straight-line
basis over the lease term.
Business combinations
We account for business combinations using the purchase method of accounting which results in the assets acquired and liabilities assumed being recorded at fair
value.
The valuation methodologies used are based on the nature of the asset or liability. The significant assets and liabilities measured at fair value include property and
equipment, intangible assets, deferred revenue and favorable and unfavorable leases. For the 2012 Acquisition, intangible assets consisted of trade and brand
names, member relationships, franchisee relationships related to both our franchise and equipment segments, non-compete agreements, order backlog and favorable
and unfavorable leases. For other acquisitions, which consist of acquisitions of stores from franchisees, intangible assets generally consist of member relationships,
re-acquired franchise rights, and favorable and unfavorable leases.
The fair value of trade and brand names is estimated using the relief from royalty method, an income approach to valuation, which includes projecting future
system-wide sales and other estimates. Membership relationships and franchisee relationships are valued based on an estimate of future revenues and costs related
to the respective contracts over the remaining expected lives. Our valuation includes assumptions related to the projected attrition and renewal rates on those
existing franchise and membership arrangements being valued. Re-acquired franchise rights are valued using an excess earnings approach. The valuation of re-
acquired franchise rights is determined using an estimation of future royalty income and related expenses associated with existing franchise contracts at the
acquisition date. For re-acquired franchise rights with terms that are either favorable or unfavorable (from our perspective) to the terms included in our current
franchise agreements, a gain or charge is recorded at the time of the acquisition to the extent of the favorability or unfavorability, respectively. Favorable and
unfavorable operating leases are recorded based on differences between contractual rents under the respective lease agreements and prevailing market rents at the
lease acquisition date. Subsequent to the adoption of ASC 842 on January 1, 2019, these are recorded as a component of the ROU asset and prior to the adoption of
ASC 842 were recorded as intangible assets. Deferred revenue is valued based on our estimated costs to fulfill the obligations assumed, plus a normal profit
margin. No deferred revenue amounts are recognized for enrollment fees in our business combinations as there is no remaining obligation.
We consider our trade and brand name intangible assets to have an indefinite useful life, and, therefore, these assets are not amortized but rather are tested for
impairment annually as discussed below. Amortization of re-acquired franchise rights and franchisee relationships is recorded over the respective franchise terms
using the straight-line method which we believe approximates the period during which we expect to receive the related benefits. Member relationships are
amortized on an accelerated basis based on expected attrition. Favorable and unfavorable operating leases are amortized into rental expense over the lease term of
the respective leases using the straight-line method.
Impairment of long-lived assets, including goodwill and intangible assets
We assess potential impairments to our long-lived assets, which include property and equipment and amortizable intangible assets, whenever events or
circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset is measured by a comparison of the carrying amount
of an asset group to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset group exceeds its
estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the
asset. Store-level assets are grouped by store and assessed on a store by store basis for the purpose of the impairment assessment. There were no impairment
charges recorded during the years ended December 31, 2020, 2019 and 2018.
Goodwill has been assigned to our reporting units for purposes of impairment testing. Our reporting units are Franchise, Corporate-owned stores and Equipment,
which are the same as our reportable segments. The goodwill impairment test consists of a comparison of each reporting unit’s fair value to its carrying value. The
fair value of a reporting unit is an estimate of the amount for which the unit as a whole could be sold in a current transaction between willing parties. If the carrying
value of a reporting unit exceeds its fair value, goodwill is written down to its implied fair value. Fair value of a reporting unit is estimated based on a combination
of comparative market multiples and discounted cash flow valuation approaches. We are also permitted
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to make a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value prior to applying the
quantitative assessment. If based on our qualitative assessment it is not more likely than not that the carrying value of the reporting unit is less than its fair value,
then a quantitative assessment is not required. In 2020, the qualitative assessment was utilized to assess goodwill for impairment in each of our reporting units.
We evaluate the remaining useful lives of our trade and brand name intangible assets to determine whether current events and circumstances continue to support an
indefinite useful life. In addition, all of our indefinite lived intangible assets are tested for impairment annually. The trade and brand name intangible asset
impairment test consists of a comparison of the fair value to the carrying value, with any excess of carrying value over fair value being recognized as an
impairment loss. We are also permitted to make a qualitative assessment of whether it is more likely than not an indefinite lived intangible asset’s fair value is less
than its carrying value prior to applying the quantitative assessment. If based on our qualitative assessment it is not more likely than not that the carrying value of
the asset is less than its fair value, then a quantitative assessment is not required. The qualitative assessment was utilized to assess our indefinite lived intangible
assets for impairment in 2020.
Currently, we have selected the last day of our year as the date on which to perform our annual impairment tests for goodwill and indefinite lived intangible assets.
We also test for impairment whenever events or circumstances indicate that the fair value of such indefinite lived intangibles has been impaired. No impairment of
goodwill or indefinite lived intangible assets was recorded during the years ended December 31, 2020, 2019 and 2018.
Equity-based compensation
We have equity-based compensation plans under which we receive services from our employees as consideration for equity instruments of the Company, including
stock options, restricted stock units, performance share units, and an employee stock purchase plan. The compensation expense is determined based on the fair
value of the award as of the grant date. Compensation expense is recognized over the vesting period, which is the period over which all of the specified vesting
conditions are satisfied. For awards with graded vesting, the fair value of each tranche is recognized over its respective vesting period.
Income taxes
Planet Fitness, Inc. is the sole managing member of Pla-Fit Holdings, which is treated as a partnership for U.S. federal and most applicable state and local income
tax purposes. As a partnership, Pla-Fit Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by
Pla-Fit Holdings is passed through to and included in the taxable income or loss of its members, including Planet Fitness, Inc., on a pro rata basis. Planet Fitness,
Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to the Company’s allocable share of any taxable income of Pla-
Fit Holdings. The Company is also subject to taxes in foreign jurisdictions.
Deferred income taxes are recognized for the expected future tax consequences attributable to temporary differences between the carrying amount of the existing
tax assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied in the years in
which temporary differences are expected to be recovered or settled. The principal items giving rise to temporary differences are the use of accelerated depreciation
and certain basis differences resulting from acquisitions and the recapitalization transactions. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized.
We recognize the effects of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured
at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in
judgment occurs.
Pla-Fit Holdings is liable for certain state and local taxes and is subject to tax withholding in foreign jurisdictions. Pursuant to the LLC Agreement, Pla-Fit
Holdings makes pro rata tax distributions to the holders of Holdings Units in an amount sufficient to fund all or part of their tax obligations with respect to the
taxable income of Pla-Fit Holdings that is allocated to them. See “Certain Relationships and Related Transactions, and Director Independence—Recapitalization
transactions in connection with our IPO—Pla-Fit Holdings amended and restated limited liability company agreement.”
Tax Benefit Arrangements
Our acquisition of Holdings Units in connection with the IPO and future and certain past exchanges of Holdings Units for shares of our Class A common stock (or
cash at the option of the Company) are expected to produce and have produced favorable tax attributes. In connection with the IPO, we entered into two tax
receivable agreements. Under the first of those agreements, we are generally required to pay to the TRA Holders 85% of the applicable tax savings, if any, in U.S.
federal and state income tax that we are deemed to realize as a result of certain tax attributes of their Holdings Units sold to us (or exchanged in a taxable sale) and
that are created as a result of (i) the sales of their Holdings Units for shares of Class A common stock and (ii) tax benefits attributable to payments made under the
tax receivable agreement (including imputed interest). Under the second tax receivable agreement, we are generally required to pay to the Direct TSG Investors
85% of the amount of tax savings, if any, that we are deemed to realize as a result of the tax attributes of the Holdings Units held in respect
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of the Direct TSG Investors’ interest in the Company, which resulted from the Direct TSG Investors’ purchase of interests in Pla-Fit Holdings in 2012, and certain
other tax benefits. Under both agreements, we generally retain the benefit of the remaining 15% of the applicable tax savings.
Based on current projections, we anticipate having sufficient taxable income to utilize these tax attributes and receive corresponding tax deductions in future
periods. Accordingly, we have recorded a liability of $488.2 million, payable to the Direct TSG Investors and the TRA Holders under the tax benefit obligations,
representing approximately 85% of the calculated tax savings based on the original basis adjustments we anticipate being able to utilize in future years. Changes in
the projected liability resulting from these tax benefit arrangements may occur based on changes in anticipated future taxable income, changes in applicable tax
rates or other changes in tax attributes that may occur and impact the expected future tax benefits to be received by the Company. Changes in the projected liability
under these tax benefit arrangements will be recorded as a component of other income (expense) each period. The projection of future taxable income involves
significant judgment. Actual taxable income may differ from our estimates, which could significantly impact the liability under the tax benefit arrangements and
our consolidated results of operations.
We expect to receive additional increases in our share of the tax basis of Pla-Fit Holdings assets when the TRA Holders exchange Holdings Units (together with
the corresponding shares of Class B common stock) for Class A common stock. If we acquire Holdings Units from the TRA Holders, we expect both the original
basis adjustments and the anticipated basis adjustments will increase, resulting in additional future tax deductions and therefore reducing the amount of future
income tax we would otherwise be required to pay. These potential future increases in tax basis will result in additional deferred tax assets and additional liabilities
under the tax benefit arrangements, representing approximately 85% of the projected tax savings for the expected use of these tax attributes. Such amounts will be
recorded at the time of these future exchanges based on our projections of taxable income and other factors that may exist at the time of such exchanges.
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ITEM 7A. Quantitative and Qualitative Disclosure about Market Risk
Interest rate risk
The securitized financing facility includes the Series 2018-1 Senior Class A-2 Notes which are comprised of fixed interest rate notes and the Variable Funding
Notes which allow for the incurrence of up to $75.0 million in revolving loans and/or letters of credit under the Variable Funding Notes, which is fully drawn. The
issuance of the fixed-rate Class A-2 Notes has reduced the Company’s exposure to interest rate increases that could adversely affect its earnings and cash flows. An
increase in the effective interest rate applied to borrowings under the Variable Funding Notes of 100 basis points would result in a $0.8 million increase in pre-tax
interest expense on an annualized basis.
Foreign exchange risk
We are exposed to fluctuations in exchange rates between the U.S. dollar and foreign currencies, primarily the Canadian dollar, which is the functional currency of
our Canadian entities. Our sales, costs and expenses of our Canadian subsidiaries, when translated into U.S. dollars, can fluctuate due to exchange rate movement.
As of December 31, 2020, a 10% increase or decrease in the exchange rates of the U.S. dollar and currencies would increase or decrease net income by a negligible
amount.
Inflation risk
Although we do not believe that inflation has had a material effect on our income from continuing operations, we have a substantial number of hourly employees in
our corporate-owned stores that are paid wage rates at or based on the applicable federal or state minimum wage. Any increases in these minimum wages will
subsequently increase our labor costs. We may or may not be able to offset cost increases in the future.
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Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Planet Fitness, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Planet Fitness, Inc. and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the
related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the years in the three‑year period ended
December 31, 2020, and the related notes and financial statement Schedule II-Valuation and Qualifying Accounts (collectively, the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2020 and 2019, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2020, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal
control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2021 expressed an unqualified opinion on the effectiveness of the
Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the
adoption of ASC Topic 842, Leases.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.
Deferred tax assets recorded for exchange transactions under tax benefit arrangements
As discussed in Notes 2 and 16 to the consolidated financial statements, the Company records deferred tax assets related to historical exchanges by equity
owners under tax benefit arrangements, including $109,823 thousand of deferred tax assets recorded during the year ended December 31, 2020. The
Company is the sole managing member of Pla-Fit Holdings, LLC (Pla-Fit Holdings) which is treated as a partnership for U.S. federal and most applicable
state
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and local income tax purposes. Pursuant to an exchange agreement with the Company, certain equity owners of Pla-Fit Holdings have the right to
exchange their Pla-Fit Holdings units, along with a corresponding number of shares of Class B common stock, for shares of Class A common stock. Upon
such an exchange, deferred tax assets are generally created as a result of an increase in tax basis that is generated by the exchange.
We identified the evaluation of deferred tax assets recorded for exchange transactions under tax benefit arrangements as a critical audit matter due to the
complexity of the calculation. In particular, a high degree of auditor judgment was required to design procedures to evaluate the key inputs to the
calculation, including (1) the tax basis of assets and liabilities of Pla-Fit Holdings, (2) calculations of the tax basis per unit used in the exchanges, and (3)
the total amount received by the unit holder in the exchanges.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating
effectiveness of certain internal controls related to the deferred tax calculation including controls related to key inputs to the calculation. For a sample of
transactions we (1) evaluated the determination of the tax basis for certain assets and liabilities of Pla-Fit Holdings by inspecting underlying
documentation and assessing the accuracy of management’s inputs, (2) evaluated the accuracy of the tax basis per unit used in the exchanges, and (3)
compared the total amount received by the unit holder used in the exchange calculation to underlying documentation. We involved tax professionals with
specialized skills and knowledge who assisted in assessing the Company’s application of the relevant tax law for the exchanges.
We have served as the Company’s auditor since 2012.
Boston, Massachusetts
March 1, 2021
/s/ KPMG LLP
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Planet Fitness, Inc. and subsidiaries
Consolidated balance sheets
(Amounts in thousands, except per share amounts)
December 31,
2020
December 31,
2019
Assets
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, net of allowance for bad debts of $7 and $111 at December 31, 2020 and 2019, respectively
Inventory
Prepaid expenses
Other receivables
Income tax receivable
Total current assets
Property and equipment, net
Right-of-use assets, net
Intangible assets, net
Goodwill
Deferred income taxes
Other assets, net
Total assets
Liabilities and stockholders’ deficit
Current liabilities:
Current maturities of long-term debt
Accounts payable
Accrued expenses
Equipment deposits
Deferred revenue, current
Payable pursuant to tax benefit arrangements, current
Other current liabilities
Total current liabilities
Long-term debt, net of current maturities
Borrowings under Variable Funding Notes
Lease liabilities, net of current portion
Deferred revenue, net of current portion
Deferred tax liabilities
Payable pursuant to tax benefit arrangements, net of current portion
Other liabilities
Total noncurrent liabilities
Commitments and contingencies (note 17)
Stockholders’ equity (deficit):
Class A common stock, $.0001 par value - 300,000 shares authorized, 82,821 and 78,525 shares
issued and outstanding as of December 31, 2020 and 2019, respectively
Class B common stock, $.0001 par value - 100,000 shares authorized, 3,722 and 8,562 shares
issued and outstanding as of December 31, 2020 and 2019, respectively
Accumulated other comprehensive income
Additional paid in capital
Accumulated deficit
Total stockholders’ deficit attributable to Planet Fitness, Inc.
Non-controlling interests
Total stockholders’ deficit
Total liabilities and stockholders’ deficit
See accompanying notes to consolidated financial statements.
75
$
$
$
$
$
$
$
439,478
76,322
16,447
473
11,881
16,754
5,461
566,816
160,677
164,252
217,075
227,821
511,200
1,896
1,849,737
17,500
19,388
22,042
795
26,691
—
25,479
111,895
1,676,426
75,000
167,910
32,587
881
488,200
2,511
2,443,515
436,256
42,539
42,268
877
8,025
9,226
947
540,138
145,481
155,633
233,921
227,821
412,293
1,903
1,717,190
17,500
21,267
31,623
3,008
27,596
26,468
18,016
145,478
1,687,505
—
152,920
34,458
1,116
400,748
2,719
2,279,466
8
8
1
27
45,673
(751,578)
(705,869)
196
(705,673)
1,849,737
$
1
303
29,820
(736,587)
(706,455)
(1,299)
(707,754)
1,717,190
Planet Fitness, Inc. and subsidiaries
Consolidated statements of operations
(Amounts in thousands, except per share amounts)
Revenue:
Franchise
Commission income
National advertising fund revenue
Corporate-owned stores
Equipment
Total revenue
Operating costs and expenses:
Cost of revenue
Store operations
Selling, general and administrative
National advertising fund expense
Depreciation and amortization
Other loss
Total operating costs and expenses
Income from operations
Other income (expense), net:
Interest income
Interest expense
Other income (expense), net
Total other expense, net
Income (loss) before income taxes
Provision for income taxes
Net income (loss)
Less net income (loss) attributable to non-controlling interests
Net income (loss) attributable to Planet Fitness, Inc.
Net income (loss) per share of Class A common stock:
Basic
Diluted
Weighted-average shares of Class A common stock outstanding:
Basic
Diluted
For the Year Ended December 31,
2019
2018
2020
$
$
$
$
162,159 $
696
43,301
117,142
83,320
406,618
70,955
87,797
68,585
61,255
53,832
4,434
346,858
59,760
2,937
(82,117)
4,903
(74,277)
(14,517)
687
(15,204)
(213)
(14,991) $
(0.19) $
(0.19) $
80,303
80,303
223,139 $
4,288
50,155
159,697
251,524
688,803
194,449
86,108
78,818
50,153
44,346
1,846
455,720
233,083
7,053
(60,852)
(6,107)
(59,906)
173,177
37,764
135,413
17,718
117,695 $
1.42 $
1.41 $
82,977
83,619
175,314
6,632
42,194
138,599
210,159
572,898
162,646
75,005
72,446
42,619
35,260
878
388,854
184,044
4,681
(50,746)
(6,175)
(52,240)
131,804
28,642
103,162
15,141
88,021
1.01
1.00
87,235
87,675
See accompanying notes to consolidated financial statements.
76
Planet Fitness, Inc. and subsidiaries
Consolidated statements of comprehensive income
(Amounts in thousands)
Net income (loss) including non-controlling interests
Other comprehensive income (loss), net:
Unrealized gain on interest rate caps, net of tax
Foreign currency translation adjustments
Total other comprehensive income (loss), net
Total comprehensive income (loss) including non-controlling
interests
Less: total comprehensive income (loss) attributable to non-controlling
interests
Total comprehensive income (loss) attributable to Planet Fitness, Inc.
For the Year Ended December 31,
2019
2018
2020
$
(15,204) $
135,413 $
103,162
—
(276)
(276)
—
209
209
989
(200)
789
(15,480)
135,622
103,951
(213)
(15,267) $
17,718
117,904 $
$
15,189
88,762
See accompanying notes to consolidated financial statements.
77
Planet Fitness, Inc. and subsidiaries
Consolidated statements of cash flows
(Amounts in thousands)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
Amortization of deferred financing costs
Amortization of favorable leases and asset retirement obligations
Amortization and settlement of interest rate caps
Deferred tax expense
(Gain) loss on re-measurement of tax benefit arrangement
Provision for bad debts
(Gain) loss on disposal of property and equipment
Loss on extinguishment of debt
Other
Loss on reacquired franchise rights
Equity-based compensation
Changes in operating assets and liabilities:
Accounts receivable
Due from related parties
Inventory
Other assets and other current assets
Accounts payable and accrued expenses
Other liabilities and other current liabilities
Income taxes
Payments pursuant to tax benefit arrangements
Equipment deposits
Deferred revenue
Deferred rent
Net cash provided by operating activities
Cash flows from investing activities:
Additions to property and equipment
Acquisitions of franchises
Proceeds from sale of property and equipment
Purchase of intellectual property
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt
Proceeds from issuance of Class A common stock
Principal payments on capital lease obligations
Repayment of long-term debt
Payment of deferred financing and other debt-related costs
Repurchase and retirement of Class A common stock
Dividend equivalent paid to members of Pla-Fit Holdings
Distributions to members of Pla-Fit Holdings
Net cash provided by financing activities
Effects of exchange rate changes on cash and cash equivalents
Net increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, end of period
Supplemental cash flow information:
Net cash paid (refund received) for income taxes
Cash paid for interest
Non-cash investing activities:
Non-cash additions to property and equipment
For the Year Ended December 31,
2019
2018
2020
$
(15,204)
$
135,413 $
103,162
53,832
6,411
57
—
7,213
(5,949)
(74)
(107)
—
(494)
—
4,777
23,611
—
404
(2,676)
(10,938)
4,384
(4,461)
(26,621)
(2,212)
(2,842)
2,027
31,138
(52,560)
—
282
—
(52,278)
75,000
2,571
(165)
(17,500)
—
—
(234)
(1,822)
57,850
295
37,005
478,795
515,800
(2,157)
75,629
1,172
$
$
$
$
44,346
5,454
237
—
21,625
5,966
87
(159)
—
(472)
1,810
4,826
(895)
—
4,244
(3,198)
(6,268)
1,687
6,231
(24,998)
(4,900)
11,452
1,823
204,311
(57,890)
(52,613)
109
(300)
(110,694)
550,000
2,863
(93)
(12,000)
(10,577)
(458,166)
(243)
(7,436)
64,348
691
158,656
320,139
478,795 $
35,260
3,400
375
1,170
23,933
4,765
19
462
4,570
578
360
5,479
(1,923)
3,020
(2,430)
5,778
14,506
(2,835)
194
(30,493)
1,410
9,640
3,999
184,399
(40,860)
(45,752)
196
—
(86,416)
1,200,000
1,209
(47)
(712,469)
(27,133)
(342,383)
(957)
(8,300)
109,920
(844)
207,059
113,080
320,139
10,001 $
53,713 $
5,016
38,624
2,827 $
5,451
$
$
$
$
See accompanying notes to consolidated financial statements.
78
Planet Fitness, Inc. and subsidiaries
Consolidated statements of changes in equity
(Amounts in thousands)
Class A
common stock
Class B
common stock
Shares
Amount
Shares
Amount
Accumulated
other
comprehensive
income (loss)
Additional
paid-in
capital
11,193 $
—
—
(9)
(1,736)
$
1
—
—
—
—
Balance at January 1, 2018
Net income
Equity-based compensation expense
Repurchase and retirement of Class B common
stock
Exchanges of Class B common stock
Repurchase and retirement of Class A common
stock
Tax benefit arrangement liability and deferred
taxes arising from secondary offerings and other
exchanges
Exercise of stock options and vesting of
restricted share units
Forfeiture of dividend equivalents
Distributions paid to members of Pla-Fit
Holdings
Cumulative effect adjustment (Note 11)
Other comprehensive income
Balance at December 31, 2018
Net income
Equity-based compensation expense
Exchanges of Class B common stock
Repurchase and retirement of Class A common
stock
Tax benefit arrangement liability and deferred
taxes arising from secondary offerings and other
exchanges
Exercise of stock options and vesting of
restricted share units
Forfeiture of dividend equivalents
Distributions paid to members of Pla-Fit
Holdings
Non-cash adjustments to VIEs
Cumulative effect adjustment (Note 7)
Other comprehensive income
Balance at December 31, 2019
Net income (loss)
Equity-based compensation expense
Exchanges of Class B common stock
Repurchase and retirement of Class A common
stock
Tax benefit arrangement liability and deferred
taxes arising from secondary offerings and other
exchanges
Exercise of stock options and vesting of
restricted share units
Distributions paid to members of Pla-Fit
Holdings
Non-cash adjustments to VIEs
Other comprehensive loss
Balance at December 31, 2020
$
87,188
—
—
—
1,736
(5,431)
—
91
—
—
—
—
83,584
—
—
886
$
9
—
—
—
—
—
—
—
—
—
—
—
9
—
—
—
—
—
—
—
—
—
—
9,448
—
—
(886)
$
$
(6,086)
(1)
—
—
141
—
—
—
—
—
78,525
—
—
4,840
$
—
—
—
—
—
—
—
8
—
—
—
—
—
—
—
—
—
—
8,562
—
—
(4,840)
(667)
—
—
123
—
—
—
82,821
$
—
—
—
—
—
8
—
—
—
—
—
3,722
$
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
1
$
$
$
$
Accumulated
deficit
(130,966)
88,021
(3)
Non-
controlling
interests
$
(17,451)
15,141
—
$
Total equity
(deficit)
(136,937)
103,162
5,479
—
—
—
3,066
—
—
12,118
—
5,482
—
(3,067)
719
(342,383)
(719)
(342,383)
3,271
1,209
—
—
—
—
19,732
—
4,826
(1,172)
$
—
—
113
—
(9,192)
—
(394,410)
117,695
—
—
$
—
—
—
(8,300)
—
48
(8,215)
17,718
—
1,172
$
3,271
1,209
113
(8,300)
(9,192)
789
(382,789)
135,413
4,826
—
488
(458,165)
(488)
(458,166)
3,156
2,790
—
—
—
—
—
29,820
—
4,777
(1,526)
(2,879)
12,779
2,702
—
—
—
45,673
$
$
—
—
6
—
—
(1,713)
—
(736,587)
(14,991)
—
—
$
—
—
—
(7,436)
(4,050)
—
—
(1,299)
(213)
—
1,526
$
3,156
2,790
6
(7,436)
(4,050)
(1,713)
209
(707,754)
(15,204)
4,777
—
—
2,879
—
—
—
—
—
12,779
2,702
—
—
—
(751,578)
$
(1,822)
(875)
—
196
$
(1,822)
(875)
(276)
(705,673)
$
(648)
—
—
—
1
—
—
—
—
—
—
741
94
—
—
—
—
—
—
—
—
—
—
209
303
—
—
—
—
—
—
$
$
—
—
(276)
27
$
See accompanying notes to consolidated financial statements
79
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
(1) Business organization
Planet Fitness, Inc. (the “Company”), through its subsidiaries, is a franchisor and operator of fitness centers, with approximately 13.5 million members and 2,124
owned and franchised locations (referred to as stores) in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia as of
December 31, 2020.
The Company serves as the reporting entity for its various subsidiaries that operate three distinct lines of business:
•
•
•
Licensing and selling franchises under the Planet Fitness trade name;
Owning and operating fitness centers under the Planet Fitness trade name; and
Selling fitness-related equipment to franchisee-owned stores.
In 2012 investment funds affiliated with TSG Consumer Partners, LLC (“TSG”), purchased interests in Pla-Fit Holdings.
The Company was formed as a Delaware corporation on March 16, 2015 for the purpose of facilitating an initial public offering (the “IPO”) and related
transactions in order to carry on the business of Pla-Fit Holdings, LLC and its subsidiaries (“Pla-Fit Holdings”). As of August 5, 2015, in connection with the
recapitalization transactions, the Company became the sole managing member and holder of 100% of the voting power of Pla-Fit Holdings. Pla-Fit Holdings owns
100% of Planet Intermediate, LLC which has no operations but is the 100% owner of Planet Fitness Holdings, LLC, a franchisor and operator of fitness
centers. With respect to the Company, Pla-Fit Holdings and Planet Intermediate, LLC, each entity owns nothing other than the respective entity below it in the
corporate structure and each entity has no other material operations.
The Company is a holding company whose principal asset is a controlling equity interest in Pla-Fit Holdings. 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 Holdings Units not owned by the Company.
During the years ended December 31, 2020, 2019 and 2018, certain Continuing LLC Owners have exercised their exchange rights and exchanged 4,839,866,
885,810 and 1,736,020 Holdings Units, respectively, for 4,839,866, 885,810 and 1,736,020 newly-issued shares of Class A common stock, respectively.
Simultaneously, and in connection with these exchanges, 4,839,866, 885,810 and 1,736,020 shares of Class B common stock were surrendered by the Continuing
LLC Owners that exercised their exchange rights and canceled during the years ended December 31, 2020, 2019 and 2018, respectively. Additionally, in
connection with these exchanges, Planet Fitness, Inc. received 4,839,866, 885,810 and 1,736,020 Holdings Units during the years ended December 31, 2020, 2019
and 2018, respectively, increasing its total ownership interest in Pla-Fit Holdings.
As of December 31, 2020, the Company held 100% of the voting interest, and approximately 95.7% of the economic interest in Pla-Fit Holdings and the
Continuing LLC Owners held the remaining 4.3% economic interest in Pla-Fit Holdings. As future exchanges of Holdings Units occur, the economic interest in
Pla-Fit Holdings held by Planet Fitness, Inc. will increase.
(2) Summary of significant accounting policies
(a) Basis of presentation and consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). All significant intercompany balances
and transactions have been eliminated in consolidation.
As discussed in Note 1, Planet Fitness, Inc. consolidates Pla-Fit Holdings. The Company also consolidates entities in which it has a controlling financial interest,
the usual condition of which is ownership of a majority voting interest. The Company also considers for consolidation certain interests where the controlling
financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required
to be consolidated by its primary beneficiary. The primary beneficiary of a VIE is considered to possess the power to direct the activities of the VIE that most
significantly impact its economic performance and has the obligation to absorb losses or the rights to receive benefits from the VIE that are significant to it. The
principal entities in which the Company possesses a variable interest include franchise entities and certain other entities. The Company is not deemed to be the
primary beneficiary for Planet Fitness franchise entities. Therefore, these entities are not consolidated.
80
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
The results of the Company have been consolidated with Matthew Michael Realty LLC (“MMR”), PF Melville LLC (“PF Melville”), and Planet Fitness NAF,
LLC (the “NAF”) based on the determination that the Company is the primary beneficiary with respect to these VIEs. MMR and PF Melville are real estate holding
companies that derive a majority of their financial support from the Company through lease agreements for corporate stores. See Note 3 for further information
related to the Company’s VIEs. The NAF is an advertising fund on behalf of which the Company collects 2% annually of gross monthly membership fees from
franchisees, in accordance with the provisions of the franchise agreements, and uses the amounts received to increase sales and further enhance the public
reputation of the Planet Fitness brand. See Note 4 for further information related to the NAF.
(b) Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in
the consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it
may undertake in the future, they may ultimately differ from actual results. Significant areas where estimates and judgments are relied upon by management in the
preparation of the consolidated financial statements include revenue recognition, valuation of equity-based compensation awards, the evaluation of the
recoverability of goodwill and long-lived assets, including intangible assets, the present value of lease liabilities, income taxes, including deferred tax assets and
liabilities and reserves for unrecognized tax benefits, and the liability for the Company’s tax benefit arrangements.
(c) Concentrations
Cash and cash equivalents are financial instruments, which potentially subject the Company to a concentration of credit risk. The Company invests its excess cash
in several major financial institutions, which are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company maintains balances in
excess of these limits, but does not believe that such deposits with its banks are subject to any unusual risk.
The credit risk associated with trade receivables is mitigated due to the large number of customers, generally our franchisees, and their broad dispersion over many
different geographic areas. We do not have any concentrations with respect to our revenues.
The Company purchases equipment, both for corporate-owned stores and for sales to franchisee-owned stores from various equipment vendors. For the year ended
December 31, 2020, purchases from two equipment vendors comprised 48% and 40%, respectively, of total equipment purchases. For the year ended December 31,
2019 purchases from three equipment vendors comprised 48%, 35% and 12%, respectively, of total equipment purchases. For the year ended December 31, 2018
purchases from two equipment vendor comprised 76% and 13%, respectively, of total equipment purchases.
The Company, including the NAF, uses various vendors for advertising services. For the year ended December 31, 2020, purchases from one vendor comprised
71% of total advertising purchases. For the year ended December 31, 2019 purchases from two vendor comprised 38% and 15%, respectively, of total advertising
purchases, and for the year ended December 31, 2018 purchases from one vendor comprised 65% of total advertising purchases (see Note 4 for further discussion
of the NAF).
(d) Cash, cash equivalents and restricted cash
The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash held within the NAF is
recorded as a restricted asset (see Note 4).
In accordance with the Company’s securitized financing facility, certain cash accounts have been established in the name of Citibank, N.A. (the “Trustee”). The
Company holds restricted cash which primarily represents cash collections held by the Trustee, which includes interest, principal, and commitment fee reserves. As
of December 31, 2020, the Company had restricted cash held by the Trustee of $60,314. Restricted cash has been combined with cash and cash equivalents when
reconciling the beginning and end of period balances in the consolidated statements of cash flows.
(e) Revenue from contracts with customers
The Company’s revenues are comprised of franchise revenue, equipment revenue, and corporate-owned stores revenue.
Franchise revenue
Franchise revenues consist primarily of royalties, NAF contributions, initial and successor franchise fees and upfront fees from area development agreements
(“ADAs”), transfer fees, equipment placement revenue, other fees and commission income.
81
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
The Company’s primary performance obligation under the franchise license is granting certain rights to use the Company’s intellectual property, and all other
services the Company provides under the ADA and franchise agreement are highly interrelated, not distinct within the contract, and therefore accounted for under
ASC 606 as a single performance obligation, which is satisfied by granting certain rights to use our intellectual property over the term of each franchise agreement.
Royalties, including franchisee contributions to national advertising funds, are calculated as a percentage of franchise monthly dues and annual fees over the term
of the franchise agreement. Under our franchise agreements, advertising contributions paid by franchisees must be spent on advertising, marketing and related
activities. Initial and successor franchise fees are payable by the franchisee upon signing a new franchise agreement or successor franchise agreement, and transfer
fees are paid to the Company when one franchisee transfers a franchise agreement to a different franchisee. Our franchise royalties, as well as our NAF
contributions, represent sales-based royalties that are related entirely to our performance obligation under the franchise agreement and are recognized as franchise
sales occur.
Initial and successor franchise fees, as well as transfer fees, are recognized as revenue on a straight-line basis over the term of the respective franchise agreement.
Our ADAs generally consist of an obligation to grant geographic exclusive area development rights. These development rights are not distinct from franchise
agreements, so upfront fees paid by franchisees for exclusive development rights are deferred and apportioned to each franchise agreement signed by the
franchisee. The pro-rata amount apportioned to each franchise agreement is accounted for identically to the initial franchise fee.
The Company is generally responsible for assembly and placement of equipment it sells to U.S. based franchisee-owned stores. Placement revenue is recognized
upon completion and acceptance of the services at the franchise location.
The Company recognizes commission income from certain of its franchisees’ use of certain preferred vendor arrangements. Commissions are recognized when
amounts have been earned and collectability from the vendor is reasonably assured.
Online member join fees are paid to the Company by franchisees for processing new membership transactions when a new member signs up for a membership to a
franchisee-owned store through the Company’s website. These fees are recognized as revenue as each transaction occurs.
Billing transaction fees are paid to the Company by certain of its franchisees for the processing of franchisee membership dues and annual fees through the
Company’s third-party hosted point-of-sale system and are recognized as revenue as they are earned.
Equipment revenue
The Company sells and delivers equipment purchased from third-party equipment manufacturers to U.S. based franchisee-owned stores. Revenue is recognized
upon transfer of control of ordered items, generally upon delivery to the customer, which is when the customer obtains physical possession of the goods, legal title
is transferred, the customer has all risks and rewards of ownership and an obligation to pay for the goods is created. Franchisees are charged for all freight costs
incurred for the delivery of equipment. Freight revenue is recorded within equipment revenue and freight costs are recorded within cost of revenue. In most
instances, the Company recognizes equipment revenue on a gross basis as management has determined the Company to be the principal in these transactions.
Management determined the Company to be the principal in the transaction because the Company controls the equipment prior to delivery to the final customer as
evidenced by its pricing discretion over the goods, inventory transfer of title and risk of loss while the inventory is in transit, and having the primary responsibility
to fulfill the customer order and direct the third-party vendor.
Corporate-owned stores revenue
The following revenues are generated from stores owned and operated by the Company.
Membership dues revenue
Customers are offered multiple membership choices varying in length. Membership dues are earned and recognized over the membership term on a straight-line
basis.
Enrollment fee revenue
Enrollment fees are charged to new members at the commencement of their membership. The Company recognizes enrollment fees ratably over the estimated
duration of the membership life, which is generally two years.
Annual membership fee revenue
Annual membership fees are annual fees charged to members in addition to and in order to maintain low monthly membership dues. The Company recognizes
annual membership fees ratably over the 12-month membership period.
82
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
Retail sales
The Company sells Planet Fitness branded apparel, food, beverages, and other accessories. The revenue for these items is recognized at the point of sale.
Sales tax
All revenue amounts are recorded net of applicable sales tax.
(f) Deferred revenue
Franchise deferred revenue results from initial and successor franchise fees and ADA fees paid by franchisees, as well as transfer fees, which are generally
recognized on a straight-line basis over the term of the underlying franchise agreement. Deferred revenue is also recognized in our Corporate-owned stores segment
for cash received from members for enrollment fees, membership dues and annual fees for the portion not yet earned based on the membership period.
(g) Cost of revenue
Cost of revenue consists primarily of direct costs associated with equipment sales (including freight costs) and the cost of retail merchandise sold in corporate-
owned stores. Costs related to retail merchandise sales were immaterial in all periods presented. Rebates from equipment vendors where the Company has
recognized the related equipment revenue and costs are recorded as a reduction to the cost of revenue.
(h) Store operations
Store operations consists of the direct costs related to operating corporate-owned stores, including our store management and staff, rent expense, utilities, supplies,
maintenance, and local advertising.
(i) Selling, general and administrative
Selling, general and administrative expenses consist of costs associated with administrative and franchisee support functions related to our existing business as well
as growth and development activities. These costs primarily consist of payroll, IT related, marketing, legal and accounting expenses. These expenses include costs
related to placement services of $3,341, $7,063, and $5,397, for the years ended December 31, 2020, 2019 and 2018, respectively.
(j) Accounts receivable
Accounts receivable is primarily comprised of amounts owed to the Company resulting from equipment, placement, and commission revenue. The Company
evaluates its accounts receivable on an ongoing basis and may establish an allowance for doubtful accounts based on collections and current credit conditions.
Accounts are written off as uncollectible when it is determined that further collection efforts will be unsuccessful. Historically, the Company has not had a
significant amount of write-offs.
(k) Leases and asset retirement obligations
Topic 842 - Leases
We transitioned to FASB Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”), from ASC Topic 840, Leases (the “Previous Standard”) on
January 1, 2019 using the effective date as our date of initial application. Our Financial Statements reflect the application of ASC 842 guidance beginning in 2019,
while our consolidated financial statements for prior periods were prepared under the guidance of Previous Standards. Upon transition to the new guidance on
January 1, 2019, the Company recognized approximately $130,000 of operating lease liabilities. Additionally, the Company recorded ROU assets in a
corresponding amount, net of amounts reclassified from other assets and liabilities, including deferred rent, tenant improvement allowances, and favorable lease
assets, as specified by the new lease guidance. In connection with the election of the hindsight practical expedient related to reassessing lease terms for existing
leases as of January 1, 2019, the Company recorded a cumulative transition adjustment of $1,713, net of tax, which is reflected as an adjustment to January 1, 2019
stockholders’ deficit.
Our transition to ASC 842 represents a change in accounting principle. The standard is intended to increase transparency and comparability among organizations
by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.
83
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
Significant Lease Accounting Policies under ASC 842
The Company leases space to operate corporate-owned stores, equipment, office, and warehouse space. We currently lease our corporate headquarters and all but
one of our corporate-owned stores. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these
leases on a straight-line basis over the lease term. For leases beginning in 2019 and later, we account for fixed lease and non-lease components together as a single,
combined lease component. Variable lease costs, which may include common area maintenance, insurance, and taxes are not included in the lease liability and are
expensed in the period incurred.
Our corporate-owned store leases generally have remaining terms of one to ten years, and typically include one or more renewal options, with renewal terms that
can generally extend the lease term from three to ten years or more. The exercise of lease renewal options is at our sole discretion. The Company includes options
to renew in the expected term when they are reasonably certain to be exercised. The depreciable life of assets and leasehold improvements are limited by the
expected lease term.
At the inception of each lease, we determine its appropriate classification as an operating or financing lease. The majority of our leases are operating leases.
Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not
yet paid. Operating lease right of use (“ROU”) assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for
prepayments or accrued lease payments, initial direct costs and lease incentives. To determine the present value of lease payments not yet paid, we estimate
incremental secured borrowing rates corresponding to the maturities of the leases based upon interpolated rates using our Notes.
The Company has an immaterial amount of non-real estate leases that are accounted for as finance leases under ASC 842, which is similar to the accounting for
capital leases under the Previous Standard.
Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally,
tenant incentives used to fund leasehold improvements are recognized when earned and reduce our ROU asset related to the lease. These tenant incentives are
amortized as reduction of rent expense over the lease term.
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Lease Accounting Policies under Previous Standards, prior to January 1, 2019 if different than under ASC 842
The Company recognizes rent expense related to leased office and operating space on a straight-line basis over the term of the lease. The difference between rent
expense and rent paid, if any, as a result of escalation provisions and lease incentives, such as tenant improvements provided by lessors, and is recorded as deferred
rent in the Company’s consolidated balance sheets.
Asset retirement obligations
In accordance with ASC Topic 410, Asset Retirement and Environmental Obligations, the Company establishes assets and liabilities for the present value of
estimated future costs to return certain leased facilities to their original condition. Such assets are depreciated on a straight-line basis over the lease period into
operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs.
(l) Property and equipment
Property and equipment is recorded at cost and depreciated using the straight-line method over its related estimated useful life. Leasehold improvements are
amortized over the shorter of the expected lease term or the estimated useful life of the related asset, whichever is shorter. Upon sale or retirement, the asset cost
and related accumulated depreciation are removed from the respective accounts, and any related gain or loss is reflected in the consolidated statements of
operations. Ordinary maintenance and repair costs are expensed as incurred. The estimated useful lives of the Company’s fixed assets by class of asset are as
follows:
84
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
Buildings and building improvements
Information technology and systems
Furniture and fixtures
Leasehold improvements
Fitness equipment
Vehicles
(m) Advertising expenses
Years
20–40
3-5
5
Useful life or term of lease
whichever is shorter
5–7
5
The Company expenses advertising costs as incurred. Advertising expenses, net of amounts reimbursed by franchisees, are included within store operations and
selling, general and administrative expenses and totaled $15,132, $13,749, and $12,101 for the years ended December 31, 2020, 2019 and 2018, respectively. See
Note 4 for discussion of the national advertising fund.
(n) Goodwill, long-lived assets, and other intangible assets
Goodwill and other intangible assets that arise from acquisitions are recorded in accordance with ASC Topic 350, Intangibles—Goodwill and Other. In accordance
with this guidance, specifically identified intangible assets must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the
intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Intangibles are typically trade and brand names,
customer relationships, and reacquired franchise rights. Transactions are evaluated to determine whether any gain or loss on reacquired franchise rights, based on
their fair value, should be recognized separately from identified intangibles. Goodwill is the excess of the purchase price over the fair value of identifiable net
assets acquired in a business combination.
Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed annually for impairment or more frequently if impairment indicators arise.
Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives on either a straight-line or accelerated basis
as deemed appropriate, and are reviewed for impairment when events or circumstances suggest that the assets may not be recoverable.
The Company performs its annual test for impairment of goodwill and indefinite lived intangible assets on December 31 of each year. The annual goodwill test
begins with a qualitative assessment, where qualitative factors and their impact on critical inputs are assessed to determine whether it is more likely than not that
the fair value of a reporting unit is less than its carrying value. If the Company determines that a reporting unit has an indication of impairment based on the
qualitative assessment, it is required to perform a quantitative assessment. Any impairment loss would be recognized in an amount equal to the excess of the
carrying value of the goodwill over the implied fair value of the goodwill. During the periods presented, the Company did not need to proceed beyond the
qualitative analysis, and no goodwill impairments were recorded.
For indefinite lived intangible assets, the impairment assessment consists of comparing the carrying value of the asset to its estimated fair value. To the extent that
the carrying value exceeds the fair value of the asset, an impairment is recorded to reduce the carrying value to its fair value. The Company is also permitted to
make a qualitative assessment of whether it is more likely than not an indefinite lived intangible asset’s fair value is less than its carrying value prior to applying
the quantitative assessment. If based on the Company’s qualitative assessment it is not more likely than not that the carrying value of the asset is less than its fair
value, then a quantitative assessment is not required.
During the periods presented, the Company did not need to proceed beyond the qualitative analysis, and determined that no impairment charges were required.
The Company applies the provisions of ASC Topic 360, Property, Plant and Equipment, which requires that long-lived assets, including amortizable intangible
assets, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If
circumstances require a long-lived asset or asset group to be tested for impairment, then assets are required to be grouped and evaluated at the lowest level for
which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset or asset group to the undiscounted future net cash flows expected to be generated by the asset or asset
group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds
the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There were no assets that were
impaired during any of the periods presented.
85
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
(o) Income taxes
The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized for the expected future tax consequences
attributable to temporary differences between the carrying amount of the existing tax assets and liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to be applied in the years in which temporary differences are expected to be recovered or settled. The
principal items giving rise to temporary differences are the use of accelerated depreciation and certain basis differences resulting from acquisitions and the
recapitalization transactions. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Planet Fitness, Inc. is the sole managing member of Pla-Fit Holdings, which is treated as a partnership for U.S. federal and most applicable state and local income
tax purposes. As a partnership, Pla-Fit Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by
Pla-Fit Holdings is passed through to and included in the taxable income or loss of its members, including Planet Fitness, Inc. following the recapitalization
transactions, on a pro rata basis. Planet Fitness, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable
share of any taxable income of Pla-Fit Holdings. The Company is also subject to taxes in foreign jurisdictions.
The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are
measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the
change in judgment occurs (see Note 16).
(p) Tax benefit arrangements
The Company’s acquisition of Holdings Units in connection with the IPO and future and certain past exchanges of Holdings Units for shares of the Company’s
Class A common stock (or cash at the option of the Company) are expected to produce and have produced favorable tax attributes. In connection with the IPO, the
Company entered into two tax receivable agreements. Under the first of those agreements, the Company generally is required to pay to certain existing and
previous equity owners of Pla-Fit Holdings, LLC who are unaffiliated with TSG (the “TRA Holders”) 85% of the applicable tax savings, if any, in U.S. federal and
state income tax that the Company is deemed to realize as a result of certain tax attributes of their Holdings Units sold to the Company (or exchanged in a taxable
sale) and that are created as a result of (i) the sales of their Holdings Units for shares of Class A common stock and (ii) tax benefits attributable to payments made
under the tax receivable agreement (including imputed interest). Under the second tax receivable agreement, the Company generally is required to pay to the Direct
TSG Investors 85% of the amount of tax savings, if any, that the Company is deemed to realize as a result of the tax attributes of the Holdings Units held in respect
of the Direct TSG Investors’ interest in the Company, which resulted from the Direct TSG Investors’ purchase of interests in Pla-Fit Holdings in 2012, and certain
other tax benefits. Under both agreements, the Company generally retains the benefit of the remaining 15% of the applicable tax savings.
Based on current projections, the Company anticipates having sufficient taxable income to utilize these tax attributes and receive corresponding tax deductions in
future periods. Accordingly, as of December 31, 2020 the Company has recorded a liability of $488,200 payable to the TRA Holders under the tax benefit
obligations, representing approximately 85% of the calculated tax savings based on the original basis adjustments the Company anticipates being able to utilize in
future years. Changes in the projected liability resulting from these tax benefit arrangements may occur based on changes in anticipated future taxable income,
changes in applicable tax rates or other changes in tax attributes that may occur and impact the expected future tax benefits to be received by the Company.
Changes in the projected liability under these tax benefit arrangements will be recorded as a component of other income (expense) each period. The projection of
future taxable income involves significant judgment. Actual taxable income may differ from estimates, which could significantly impact the liability under the tax
benefit arrangements and the Company’s consolidated results of operations.
(q) Fair value
ASC 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation
hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy
is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:
Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset
or liability, either directly or indirectly, for substantially the full term of the financial instrument.
86
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The carrying value and estimated fair value of long-term debt as of December 31, 2020 and December 31, 2019 were as follows:
Long-term debt
Variable Funding Notes
December 31, 2020
December 31, 2019
Carrying value
Estimated fair value
(1)
Carrying value
Estimated fair value
(1)
$
$
1,717,500
75,000
$
$
1,699,749
75,000
$
$
1,735,000
—
$
$
1,765,805
—
(1) The Company’s Variable Funding Notes are a variable rate loan and the fair value of this loan approximates book value based on the borrowing rates currently
available for variable rate loans obtained from third party lending institutions. The estimated fair value of our fixed rate long-term debt is estimated primarily based
on current bid prices for our long-term debt. Judgment is required to develop these estimates. As such, the fair value of our long-term debt is classified within Level
2, as defined under U.S. GAAP.
As a result of the COVID-19 pandemic, the fair value of our long-term debt has fluctuated significantly during the year ended December 31, 2020 and may
continue to fluctuate based on market conditions and other factors, including changes in the target federal funds rate.
(r) Financial instruments
The carrying values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value because of the short-term nature
of these instruments.
(s) Derivative instruments and hedging activities
The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in
hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being
hedged or recognized in accumulated other comprehensive income, to the extent the derivative is effective at offsetting the changes in cash flows being hedged
until the hedged item affects earnings.
The Company only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received
or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its
risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the
hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure
ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are
used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and
qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive
income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative
representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. See Note 10 for
further information.
(t) Equity-based compensation
The Company has an equity-based compensation plan under which it receives services from employees and directors as consideration for equity instruments of the
Company. The compensation expense is determined based on the fair value of the award as of the grant date. Compensation expense is recognized over the vesting
period, which is the period over which all of the specified vesting conditions are satisfied. For awards with graded vesting, the fair value of each tranche is
recognized over its respective vesting period. The Company accounts for forfeitures as they occur by reversing compensation cost for unvested awards when the
award is forfeited. See Note 14 for further information.
(u) Business combinations
The Company accounts for business combinations using the purchase method of accounting which results in the assets acquired and liabilities assumed being
recorded at fair value.
87
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
The valuation methodologies used are based on the nature of the asset or liability. The significant assets and liabilities measured at fair value include property and
equipment, intangible assets, including trade names, member relationships and re-acquired franchise rights, deferred revenue and favorable and unfavorable leases.
The fair value of trade and brand names is estimated using the relief from royalty method, an income approach to valuation, which includes projecting future
system-wide sales and other estimates. Membership relationships and franchisee relationships are valued based on an estimate of future revenues and costs related
to the respective contracts over the remaining expected lives. The valuation includes assumptions related to the projected attrition and renewal rates on those
existing franchise and membership arrangements being valued. Re-acquired franchise rights are valued using an excess earnings approach. The valuation of re-
acquired franchise rights is determined using an estimation of future royalty income and related expenses associated with existing franchise contracts at the
acquisition date. For re-acquired franchise rights with terms that are either favorable or unfavorable (from the Company’s perspective) to the terms included in the
Company’s current franchise agreements, a gain or charge is recorded at the time of the acquisition to the extent of the favorability or unfavorability, respectively.
Favorable and unfavorable operating leases are recorded based on differences between contractual rents under the respective lease agreements and prevailing
market rents at the lease acquisition date. Subsequent to the adoption of ASC 842 on January 1, 2019, these are recorded as a component of the ROU asset and
prior to the adoption of ASC 842 were recorded as intangible assets. Deferred revenue is valued based on estimated costs to fulfill the obligations assumed, plus a
normal profit margin. No deferred revenue amounts are recognized for enrollment fees in the Company’s business combinations as there is no remaining
obligation.
The Company considers its trade and brand name intangible assets to have an indefinite useful life, and, therefore, these assets are not amortized but rather are
tested for impairment annually as discussed above. Amortization of re-acquired franchise rights and franchisee relationships is recorded over the respective
franchise terms using the straight-line method which the Company believes approximates the period during which the related benefits are expected to be received.
Member relationships are amortized on an accelerated basis based on expected attrition. Favorable and unfavorable operating leases are amortized into rental
expense over the lease term of the respective leases using the straight-line method.
(v) Guarantees
The Company, as a guarantor, is required to recognize, at inception of the guaranty, a liability for the fair value of the obligation undertaken in issuing the
guarantee. See Note 3 and Note 17 for further discussion of such obligations guaranteed.
(w) Contingencies
The Company records estimated future losses related to contingencies when such amounts are probable and estimable. The Company includes estimated legal fees
related to such contingencies as part of the accrual for estimated future losses.
(x) Reclassifications
Certain amounts have been reclassified to conform to current year presentation.
(y) Recent accounting pronouncements
In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02, Leases, in February 2016. Topic 842 was subsequently amended by ASU
No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No.
2018-11, Targeted Improvements. This guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information about leasing arrangements. The new guidance requires lessees to recognize the assets and liabilities
on the balance sheet for the rights and obligations created by leases with lease terms of more than 12 months, amends various other aspects of accounting for leases
by lessees and lessors, and requires enhanced disclosures. Leases will be classified as finance or operating, with the classification affecting the pattern and
classification of expense recognition within the income statement. The Company adopted the new standard on January 1, 2019 and used the effective date as our
date of initial application. See above for lease accounting policies and Note 7.
The FASB issued ASU No. 2017-4, Simplifying the Test for Goodwill Impairment, in January 2017. This guidance eliminates the requirement to calculate the
implied fair value, essentially eliminating step two from the goodwill impairment test. The new standard requires goodwill impairment to be based upon the results
of step one of the impairment test, which is defined as the excess of the carrying value of a reporting unit over its fair value. The impairment charge will be limited
to the amount of goodwill allocated to that reporting unit. The Company adopted the new guidance on January 1, 2020, with no material impact on the Company’s
consolidated financial statements.
88
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
The FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation
Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, in August 2018. The guidance helps align the requirements for capitalizing
implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or
obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted the new guidance on January 1, 2020,
with no material impact on the Company’s consolidated financial statements.
The FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, in December 2019. The guidance simplifies the accounting for income taxes by
removing certain exceptions to the general principles in Topic 740. This guidance will be effective for fiscal years beginning after December 15, 2020, including
interim periods within that year. This new guidance is not expected to have a material impact on the Company’s consolidated financial statements.
(3) Variable interest entities
The carrying values of VIEs included in the consolidated financial statements as of December 31, 2020 and December 31, 2019 are as follows:
PF Melville
MMR
Total
December 31, 2020
December 31, 2019
Assets
Liabilities
Assets
Liabilities
$
$
$
2,523 $
2,099
4,622 $
—
—
—
$
$
$
2,682 $
2,206
4,888 $
—
—
—
The Company also has variable interests in certain franchisees mainly through the guarantee of lease agreements up to a maximum period of ten years with earlier
expiration dates possible if certain conditions are met. The Company’s maximum obligation, as a result of its guarantees of leases, is approximately $7,842 and
$10,309 as of December 31, 2020 and 2019, respectively.
The amount of the Company’s maximum obligation represents a loss that the Company could incur from the variability in credit exposure without consideration of
possible recoveries through insurance or other means. In addition, the amount bears no relation to the estimated fair value of the guarantees, which is not material.
(4) National advertising fund
On July 26, 2011, the Company established the NAF for the creation and development of marketing, advertising, and related programs and materials for all Planet
Fitness stores located in the United States and Puerto Rico. On behalf of the NAF, the Company collects approximately 2% annually of gross monthly membership
billings from franchisees, in accordance with the provisions of the franchise agreements, which is reflected as NAF revenue on the consolidated statements of
operations (see Note 2). The Company also contributes 2% annually of monthly membership billings from stores owned by the Company to the NAF, which is
reflected in store operations expense in the consolidated statements of operations. The use of amounts received by the NAF is restricted to advertising, product
development, public relations, merchandising, and administrative expenses and programs to increase sales and further enhance the public reputation of the Planet
Fitness brand. The Company consolidates and reports all assets and liabilities held by the NAF within the consolidated financial statements. Amounts received or
receivable by NAF are reported as restricted assets and restricted liabilities within current assets and current liabilities on the consolidated balance sheets. The
Company records all revenues of the NAF within franchise revenue and all expenses of the NAF within the operating expenses on the consolidated statements of
operations. The Company provides administrative services to the NAF and charges the NAF a fee for providing those services. These services include accounting,
information technology, data processing, product development, legal and administrative support, and other operating expenses, which amounted to $793, $2,177
and $2,472 for the years ended December 31, 2020, 2019 and 2018, respectively. Fees paid to the Company by the NAF are reflected as expense in the NAF
expense line, and reflected as a corresponding reduction in general and administrative expenses in the consolidated statements of operations.
89
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
(5) Acquisition
New Jersey Acquisition
On December 16, 2019, the Company purchased from one of its franchisees certain assets associated with twelve franchisee-owned stores in New Jersey for a cash
payment of $37,812. As a result of the transaction, the Company incurred a loss on unfavorable reacquired franchise rights of $1,810. The loss incurred reduced the
net purchase price to $36,002. The Company financed the purchase through cash on hand. The acquired stores are included in the Corporate-owned stores segment.
The purchase consideration was allocated as follows:
Fixed assets
Reacquired franchise rights
Customer relationships
Favorable leases, net
Reacquired area development rights
Other assets
Goodwill
Liabilities assumed, including deferred revenues
Amount
3,044
9,480
940
1,508
90
314
21,069
(443)
36,002
$
$
The goodwill created through the purchase is attributable to the assumed future value of the cash flows from the stores acquired. The goodwill is amortizable and
deductible for tax purposes over 15 years.
The acquisition was not material to the results of operations of the Company.
Maine Acquisition
On May 30, 2019, the Company purchased from one of its franchisees certain assets associated with four franchisee-owned stores in Maine for a cash payment of
$14,801. The Company financed the purchase through cash on hand. The acquired stores are included in the Corporate-owned stores segment.
The purchase consideration was allocated as follows:
Fixed assets
Reacquired franchise rights
Customer relationships
Unfavorable leases, net
Other assets
Goodwill
Liabilities assumed, including deferred revenues
Amount
999
6,740
30
(140)
78
7,239
(145)
14,801
$
$
The goodwill created through the purchase is attributable to the assumed future value of the cash flows from the stores acquired. The goodwill is amortizable and
deductible for tax purposes over 15 years.
The acquisition was not material to the results of operations of the Company.
90
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
Colorado Acquisition
On August 10, 2018, the Company purchased from one of its franchisees certain assets associated with four franchisee-owned stores in Colorado for a cash
payment of $17,249. As a result of the transaction, the Company incurred a loss on unfavorable reacquired franchise rights of $10, which has been reflected in
other operating costs in the consolidated statements of operations. The loss incurred reduced the net purchase price to $17,239. The Company financed the
purchase through cash on hand. The acquired stores are included in the Corporate-owned stores segment.
The purchase consideration was allocated as follows:
Fixed assets
Reacquired franchise rights
Customer relationships
Favorable leases, net
Other assets
Goodwill
Liabilities assumed, including deferred revenues
Amount
3,873
4,610
140
80
143
8,476
(83)
17,239
$
$
The goodwill created through the purchase is attributable to the assumed future value of the cash flows from the stores acquired. The goodwill is amortizable and
deductible for tax purposes over 15 years.
The acquisition was not material to the results of operations of the Company.
Long Island Acquisition
On January 1, 2018, the Company purchased from one of its franchisees certain assets associated with six franchisee-owned stores in New York for a cash payment
of $28,503. As a result of the transaction, the Company incurred a loss on unfavorable reacquired franchise rights of $350, which has been reflected in other
operating costs in the consolidated statements of operations. The loss incurred reduced the net purchase price to $28,153. The Company financed the purchase
through cash on hand. The acquired stores are included in the Corporate-owned stores segment.
The purchase consideration was allocated as follows:
Fixed assets
Reacquired franchise rights
Customer relationships
Favorable leases, net
Reacquired area development rights
Other assets
Goodwill
Liabilities assumed, including deferred revenues
Amount
4,672
7,640
1,150
520
150
275
14,056
(310)
28,153
$
$
The goodwill created through the purchase is attributable to the assumed future value of the cash flows from the stores acquired. The goodwill is amortizable and
deductible for tax purposes over 15 years.
The acquisition was not material to the results of operations of the Company.
91
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
(6) Property and equipment
Property and equipment as of December 31, 2020 and 2019 consists of the following:
Land
Equipment
Leasehold improvements
Buildings and improvements
Furniture & fixtures
Information technology and systems assets
Other
Construction in progress
Accumulated depreciation
Total
December 31, 2020
December 31, 2019
$
$
$
1,341 $
57,687
115,619
8,589
23,836
48,552
2,615
10,158
268,397 $
(107,720)
160,677 $
1,341
51,039
97,977
8,589
19,129
35,419
2,192
3,416
219,102
(73,621)
145,481
The Company recorded depreciation expense of $36,943, $27,987, and $19,540 for the years ended December 31, 2020, 2019 and 2018, respectively.
(7) Leases
The Company leases space to operate corporate-owned stores, equipment, office, and warehouse space. Leases with an initial term of 12 months or less are not
recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For leases beginning in 2019 and later, we
account for fixed lease and non-lease components together as a single, combined lease component. Variable lease costs, which may include common area
maintenance, insurance, and taxes are not included in the lease liability and are expensed in the period incurred.
Our corporate-owned store leases generally have remaining terms of one to ten years, and typically include one or more renewal options, with renewal terms that
can generally extend the lease term from three to ten years or more. The exercise of lease renewal options is at our sole discretion. The Company includes options
to renew in the expected term when they are reasonably certain to be exercised. The depreciable life of assets and leasehold improvements are limited by the
expected lease term.
Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not
yet paid. Operating lease ROU assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or
accrued lease payments, initial direct costs and lease incentives. To determine the present value of lease payments not yet paid, we estimate incremental secured
borrowing rates corresponding to the maturities of the leases based upon interpolated rates using our Class A-2 Notes. ROU assets are assessed for impairment in
accordance with our long-lived asset impairment policy, which is performed annually, or whenever events or changes in circumstances indicate that the carrying
amount of a restaurant may not be recoverable.
The Company has certain non-real estate leases that are accounted for as finance leases under ASC 842, which is similar to the accounting for capital leases under
the previous standard. These leases are immaterial, and therefore the Company has not included them in them in the tables below, except for their location on the
consolidated balance sheet.
Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally,
tenant incentives used to fund leasehold improvements are recognized when earned and reduce our ROU asset related to the lease. These tenant incentives are
amortized as reduction of rent expense over the lease term.
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
For periods prior to January 1, 2019, the Company recognized rent expense related to leases on a straight-line basis over the term of the lease. The difference
between rent expense and rent paid, if any, as a result of escalation provisions and lease incentives, such as tenant improvements provided by lessors, was recorded
as deferred rent in the Company’s consolidated balance sheets.
92
Leases
Classification
December 31, 2020
December 31, 2019
Assets
Operating lease assets
Finance lease assets
Total lease assets
Liabilities
Current:
Operating
Noncurrent:
Operating
Financing
Total lease liabilities
Right of use asset, net
Property and equipment, net of accumulated depreciation
Other current liabilities
Lease liabilities, net of current portion
Other liabilities
Weighted-average remaining lease term (years) - operating leases
Weighted-average discount rate - operating leases
For the years ended December 31, 2020 and 2019, the components of lease cost were as follows:
$
$
$
$
164,252
306
164,558
$
$
155,633
309
155,942
19,544
$
16,755
167,910
327
187,781
$
152,920
333
170,008
8.7
5.1 %
8.6
5.0 %
Operating lease cost
Variable lease cost
Total lease cost
December 31, 2020
December 31, 2019
$
$
26,255 $
10,324
36,579 $
20,635
8,323
28,958
Rental expense was $24,900 for the year ended December 31, 2018.
The Company’s costs related to short-term leases, those with a duration between one and twelve months, were immaterial.
Supplemental disclosures of cash flow information related to leases were as follows:
Cash paid for lease liabilities
Operating assets obtained in exchange for operating lease liabilities
December 31, 2020
December 31, 2019
$
$
24,091 $
33,140 $
19,502
43,016
93
As of December 31, 2020, maturities of lease liabilities were as follows:
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less: imputed interest
Present value of lease liabilities
Amount
28,405
28,803
28,367
26,844
26,087
95,872
234,378
46,597
187,781
$
$
$
As of December 31, 2020, operating lease payments exclude approximately $20,027 of legally binding minimum lease payments for leases signed but not yet
commenced.
(8) Goodwill and intangible assets
A summary of goodwill and intangible assets at December 31, 2020 and 2019 is as follows:
December 31, 2020
Customer relationships
Reacquired franchise rights
Indefinite-lived intangible:
Trade and brand names
Total intangible assets
Goodwill
December 31, 2019
Customer relationships
Reacquired franchise rights
Indefinite-lived intangible:
Trade and brand names
Total intangible assets
Goodwill
Weighted
average
amortization
period (years)
11.0
8.0
N/A
Weighted
average
amortization
period (years)
11.0
8.0
N/A
Gross
carrying
amount
Accumulated
amortization
Net carrying
Amount
174,033
37,660
211,693 $
(124,907) $
(16,311)
(141,218) $
146,600
358,293 $
227,821 $
—
(141,218) $
— $
49,126
21,349
70,475
146,600
217,075
227,821
Gross
carrying
amount
Accumulated
amortization
Net carrying
Amount
174,033
37,660
211,693 $
146,600
358,293 $
227,821 $
(112,114) $
(12,258)
(124,372) $
—
(124,372) $
— $
61,919
25,402
87,321
146,600
233,921
227,821
$
$
$
$
$
$
$
$
94
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
A rollforward of goodwill during the years ended December 31, 2020 or 2019 is as follows:
As of December 31, 2018
Acquisition of franchisee-owned stores
As of December 31, 2019
Acquisition of franchisee-owned stores
As of December 31, 2020
Franchise
Corporate-owned
stores
Equipment
Total
$
$
$
16,938 $
—
16,938 $
—
16,938 $
89,909 $
28,308
118,217 $
—
118,217 $
92,666 $
—
92,666 $
—
92,666 $
199,513
28,308
227,821
—
227,821
In connection with the adoption of ASC 842, as of January 1, 2019, the Company has derecognized the favorable leases intangible asset, and the favorable leases
balance is now included in the ROU asset, net balance (Note 7). The Company determined that no impairment charges were required during any periods presented,
and the increase to goodwill was due to the acquisition of sixteen franchisee-owned stores in 2019 (Note 5).
Amortization expense related to the intangible assets totaled $16,888, $16,359, and $15,720 for the years ended December 31, 2020, 2019 and 2018, respectively.
The anticipated annual amortization expense to be recognized in future years as of December 31, 2020 is as follows:
2021
2022
2023
2024
2025
Thereafter
Total
(9) Long-term debt
Long-term debt as of December 31, 2020 and 2019 consists of the following:
2018-1 Class A-2-I notes
2018-1 Class A-2-II notes
2019-1 Class A-2 notes
Variable Funding notes
Total debt, excluding deferred financing costs
Deferred financing costs, net of accumulated amortization
Total debt
Current portion of long-term debt and Variable Funding Note
Long-term debt and borrowings under Variable Funding Notes, net of current portion
Amount
16,636
16,728
16,558
14,067
3,066
3,420
70,475
$
$
December 31, 2020
December 31, 2019
$
$
562,063 $
610,938
544,500
75,000
1,792,501
(23,575)
1,768,926
17,500
1,751,426 $
567,813
617,187
550,000
—
1,735,000
(29,995)
1,705,005
17,500
1,687,505
On August 1, 2018, Planet Fitness Master Issuer LLC (the “Master Issuer”), a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of Pla-Fit
Holdings, LLC, entered into a base indenture and a related supplemental indenture (collectively, the “2018 Indenture”) under which the Master Issuer may issue
multiple series of notes. On the same date, the Master Issuer issued Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I (the “2018 Class A-2-I
Notes”) with an initial principal amount of $575,000 and Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (the “2018 Class A-2-II Notes” and,
together with the 2018 Class A-2-I Notes, the “2018 Notes”) with an initial principal amount of $625,000. In connection with the issuance of the 2018 Notes, the
Master Issuer also entered into a revolving financing facility that allows for the incurrence of up to $75,000 in revolving loans and/or letters of credit under the
Master Issuer’s Series 2018-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”). The Company fully drew down on the Variable Funding
Notes on March 20, 2020. Outstanding amounts under the Variable Funding Notes bear interest at a variable
95
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
rate, which is 2.28% as of December 31, 2020. On December 3, 2019, the Master Issuer issued Series 2019-1 3.858% Fixed Rate Senior Secured Notes, Class A-2
(the “2019 Notes” and, together with the 2018 Notes, the “Notes”) with an initial principal amount of $550,000. The 2019 Notes were issued under the 2018
Indenture and a related supplemental indenture dated December 3, 2019 (together, the “Indenture”). Together the Notes and Variable Funding Notes will be
referred to as the “Securitized Senior Notes”.
The Notes were issued in a securitization transaction pursuant to which most of the Company’s domestic revenue-generating assets, consisting principally of
franchise-related agreements, certain corporate-owned store assets, equipment supply agreements and intellectual property and license agreements for the use of
intellectual property, were assigned to the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned indirect subsidiaries of the Company
that act as guarantors of the Securitized Senior Notes and that have pledged substantially all of their assets to secure the Securitized Senior Notes.
Interest and principal payments on the Notes are payable on a quarterly basis. The requirement to make such quarterly principal payments on the Notes is subject to
certain financial conditions set forth in the Indenture. The legal final maturity date of the 2018 Notes is in September 2048, but it is anticipated that, unless earlier
prepaid to the extent permitted under the Indenture, the 2018 Class A-2-I Notes will be repaid in September 2022 and the 2018 Class A-2-II Notes will be repaid
in September 2025. The legal final maturity date of the 2019 Notes is in December 2049, but it is anticipated that, unless earlier prepaid to the extent permitted
under the Indenture, the 2019 Notes will be repaid in December 2029 (together, the “Anticipated Repayment Dates”). If the Master Issuer has not repaid or
refinanced the Notes prior to the respective Anticipated Repayment Dates, additional interest will accrue pursuant to the Indenture.
As noted above, the Company borrowed the full $75,000 in Variable Funding Notes on March 20, 2020. The Variable Funding Notes accrue interest at a variable
interest rate based on (i) the prime rate, (ii) overnight federal funds rates, (iii) the London interbank offered rate for U.S. Dollars, or (iv) with respect to advances
made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in each case
plus any applicable margin and as specified in the Variable Funding Notes. There is a commitment fee on the unused portion of the Variable Funding Notes of
0.5% based on utilization. It is anticipated that the principal and interest on the Variable Funding Notes will be repaid in full on or prior to September 2023, subject
to two additional one-year extension options. Following the anticipated repayment date (and any extensions thereof) additional interest will accrue on the Variable
Funding Notes equal to 5.0% per year.
In connection with the issuance of the 2018 Notes and 2019 Notes, the Company incurred debt issuance costs of $27,133 and $10,577, respectively. The debt
issuance costs are being amortized to “Interest expense” through the Anticipated Repayment Dates of the Notes utilizing the effective interest rate method.
The Securitized Senior Notes are subject to covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains
specified reserve accounts to be used to make required payments in respect of the Securitized Senior Notes, (ii) provisions relating to optional and mandatory
prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Notes under certain circumstances, (iii)
certain indemnification payments in the event, among other things, the assets pledged as collateral for the Securitized Senior Notes are in stated ways defective or
ineffective, (iv) a cap on non-securitized indebtedness of $50,000 (provided that the Company may incur non-securitized indebtedness in excess of such amount,
subject to the leverage ratio cap described below, under certain conditions, including if the relevant lenders execute a non-disturbance agreement that acknowledges
the bankruptcy-remote status of the Master Issuer and its subsidiaries and of their respective assets), (v) a leverage ratio cap incurrence test on the Company of 7.0x
(calculated without regard for any indebtedness subject to the $50,000 cap) and (vi) covenants relating to recordkeeping, access to information and similar matters.
Pursuant to a parent company support agreement, the Company has agreed to cause its subsidiary to perform each of its obligations (including any indemnity
obligations) and duties under the Management Agreement and under the contribution agreements entered into in connection with the securitized financing facility,
in each case as and when due. To the extent that such subsidiary has not performed any such obligation or duty within the prescribed time frame after such
obligation or duty was required to be performed, the Company has agreed to either (i) perform such obligation or duty or (ii) cause such obligations or duties to be
performed on the Company’s behalf.
The Securitized Senior Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain
stated debt service coverage ratios, certain manager termination events, an event of default, and the failure to repay or refinance the Notes on the applicable
scheduled Anticipated Repayment Dates. The Securitized Senior Notes are also subject to certain customary events of default, including events relating to non-
payment of required
96
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
interest, principal, or other amounts due on or with respect to the Securitized Senior Notes, failure to comply with covenants within certain time frames, certain
bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments.
In accordance with the Indenture, certain cash accounts have been established with the Indenture trustee (the “Trustee”) for the benefit of the trustee and the
noteholders, and are restricted in their use. The Company holds restricted cash which primarily represents cash collections held by the Trustee, interest, principal,
and commitment fee reserves held by the Trustee related to the Securitized Senior Notes. As of December 31, 2020, the Company had restricted cash held by the
Trustee of $60,314, which includes pre-funding of the full principal and interest payments through the March 5, 2021 payment date, and a substantial portion of the
June 5, 2021 payment date. Restricted cash has been combined with cash and cash equivalents when reconciling the beginning and end of period balances in the
consolidated statements of cash flows.
The proceeds from the issuance of the 2018 Notes were used to repay all amounts outstanding on the Term Loan B under the Company’s prior credit facility. As a
result, the Company recorded a loss on early extinguishment of debt of $4,570 within interest expense on the consolidated statements of operations, primarily
consisting of the write-off of deferred costs related to the prior credit facility. In connection with the repayment of the Term Loan B, the Company terminated the
related interest rate caps with notional amounts totaling $219,837, which had been designated as a cash flow hedge. See Note 10 for more information on the
interest rate caps.
Future annual principal payments of long-term debt as of December 31, 2020 are as follows:
2021
2022
2023
2024
2025
Thereafter
Total
Amount
17,500
568,063
86,750
11,750
591,438
517,000
1,792,501
$
$
(10) Derivative instruments and hedging activities
Prior to the August 1, 2018 refinancing transactions described in Note 9, the Company used interest-rate-related derivative instruments to manage its exposure
related to changes in interest rates on its variable-rate debt instruments. The Company does not enter into derivative instruments for any purpose other than cash
flow hedging. The Company does not speculate using derivative instruments.
In order to manage the market risk arising from the previously outstanding term loans, the Company entered into a series of interest rate caps. As of December 31,
2020 and December 31, 2019, the Company had no interest rate cap agreements outstanding. In connection with the issuance of the 2018 Notes, the Company
terminated the interest rate caps it had entered into in order to hedge interest expense on its previously outstanding term loans. During 2018, the Company
recognized all unrealized gains and losses associated with its then-existing interest rate caps due to either termination or maturity.
(11) Revenue from contracts with customers
Contract Liabilities
Contract liabilities consist of deferred revenue resulting from initial and successor franchise fees and ADA fees paid by franchisees, as well as transfer fees, which
are generally recognized on a straight-line basis over the term of the underlying franchise agreement. Also included are corporate-owned store enrollment fees,
annual fees and monthly fees. We classify these contract liabilities as deferred revenue in our condensed consolidated balance sheets. The following table reflects
the change in contract liabilities between December 31, 2019 and December 31, 2020:
97
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
Balance at December 31, 2019
Revenue recognized that was included in the contract liability at the beginning of the year
Increase, excluding amounts recognized as revenue during the period
Balance at December 31, 2020
Contract liabilities
62,054
(23,461)
20,685
59,278
$
$
The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially
unsatisfied) as of December 31, 2020. The Company has elected to exclude short term contracts, sales and usage based royalties and any other variable
consideration recognized on an “as invoiced” basis.
Contract liabilities to be recognized in:
2021
2022
2023
2024
2025
Thereafter
Total
The summary set forth below represents the balances in deferred revenue as of December 31, 2020 and 2019:
Prepaid membership fees
Enrollment fees
Equipment discount
Annual membership fees
Area development and franchise fees
Total deferred revenue
Long-term portion of deferred revenue
Current portion of deferred revenue
$
$
Amount
26,691
3,707
3,567
3,324
2,998
18,991
59,278
December 31, 2020
December 31, 2019
6,021 $
399
4,013
12,506
36,339
59,278
32,587
26,691 $
7,231
915
3,796
12,185
37,927
62,054
34,458
27,596
$
$
Equipment deposits received in advance of delivery as of December 31, 2020 and 2019 were $795 and $3,008, respectively and are expected to be recognized as
revenue in the next twelve months.
(12) Related party transactions
Activity with franchisees considered to be related parties is summarized below.
Franchise revenue
Equipment revenue
Total revenue from related parties
For the Year Ended December 31,
2019
2018
2020
$
$
1,415 $
515
1,930 $
2,341 $
3,333
5,674 $
3,179
3,977
7,156
Additionally, the Company had deferred ADA revenue from related parties of $182 and $256 as of December 31, 2020 and 2019, respectively.
As of December 31, 2020 and 2019, the Company had $71,416 and $53,491, respectively, payable to related parties pursuant to tax benefit arrangements, see Note
16.
The Company provides administrative services to the NAF and typically charges the NAF a fee for providing those services, but temporarily suspended charging
these fees in June 2020 through December 31, 2020 as a result of COVID-19. The services
98
provided include accounting, information technology, data processing, product development, legal and administrative support, and other operating expenses, which
amounted $793, $2,177 and $2,472 for the years ended December 31, 2020, 2019 and 2018, respectively.
A member of the Company’s board of directors, who is also a franchisee, holds an approximate 10.5% ownership of a company that sells amenity tracking
compliance software to Planet Fitness stores to which the Company made payments of approximately $196 and $222, during the years ended December 31, 2020
and 2019, respectively. As of December 31, 2020 and 2019, the software was being utilized at 101 and 71 corporate-owned stores, respectively, and approximately
599 and 520 franchise stores, respectively.
For the years ended December 31, 2020, 2019 and 2018, the Company incurred approximately $90, $190 and $0, respectively, which is included within selling,
general and administrative expense on the consolidated statements of operations, for corporate travel to a third-party company which is affiliated with our Chief
Executive Officer.
In May 2020, the Company provided a short-term loan of approximately $8,950 to its third party payment processor related to amounts drafted by franchisee-
owned stores in March 2020 that were not collected as part of the typical monthly process as a result of the impact of COVID-19. The third party payment
processor has begun its repayment of this loan and the Company expects repayment will occur over several months. As of December 31, 2020, approximately
$4,200 of the loan balance is outstanding and is included within other receivables on the balance sheet.
(13) Stockholder’s equity
Pursuant to the exchange agreement between the Company and the Continuing LLC Owners, the Continuing LLC Owners (or certain permitted transferees thereof)
have the right, from time to time and subject to the terms of the exchange agreement, to exchange their Holdings Units, along with a corresponding number of
shares of Class B common stock, for shares of Class A common stock (or cash at the option of the Company) on a one-for-one basis, subject to customary
conversion rate adjustments for stock splits, stock dividends, reclassifications and similar transactions. In connection with any exchange of Holdings Units for
shares of Class A common stock by a Continuing LLC Owner, the number of Holdings Units held by the Company is correspondingly increased as it acquires the
exchanged Holdings Units, and a corresponding number of shares of Class B common stock are canceled.
Other Exchanges
In addition to the secondary offerings mentioned above, during the years ended December 31, 2020, 2019 and 2018, respectively, certain Continuing LLC Owners
have exercised their exchange right and exchanged 4,839,866, 885,810 and 1,736,020 Holdings Units for 4,839,866, 885,810 and 1,736,020 newly-issued shares of
Class A common stock. Simultaneously, and in connection with these exchanges, 4,839,866, 885,810 and 1,736,020 shares of Class B common stock were
surrendered by the Continuing LLC Owners that exercised their exchange right and canceled in the years ended December 31, 2020 and 2019, respectively.
Additionally, in connection with these exchanges, Planet Fitness, Inc. received 4,839,866, 885,810 and 1,736,020 Holdings Units, during the years ended
December 31, 2020, 2019 and 2018 respectively, increasing its total ownership in Pla-Fit Holdings. Future exchanges of Holdings Units by the Continuing LLC
Owners will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital on our consolidated
balance sheets.
As a result of the recapitalization transactions, the IPO, completion of our secondary offerings, and other exchanges and equity activity, as of December 31, 2020:
•
the public investors collectively owned 82,821,325 shares of our Class A common stock, representing 95.7% of the voting power in the Company and, through
the Company, 95.7% of the economic interest in Pla-Fit Holdings; and
•
the Continuing LLC Owners collectively hold 3,722,054 Holdings Units, representing 4.3% of the economic interest in Pla-Fit Holdings and 3,722,054 shares
of our Class B common stock, representing 4.3% of the voting power in the Company;
Share repurchase programs
2018 share repurchase program
On August 3, 2018, our board of directors approved an increase to the total amount of the previously approved share repurchase program to $500,000.
On November 13, 2018, the Company entered into a $300,000 accelerated share repurchase agreement (the “2018 ASR Agreement”) with Citibank, N.A.
(“Citibank”). Pursuant to the terms of the 2018 ASR Agreement, on November 14, 2018, the
99
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
Company paid Citibank $300,000 upfront in cash and received 4,607,410 shares of the Company’s Class A common stock, which were retired, and the Company
elected to record as a reduction to retained earnings of $240,000. Final settlement of the 2018 ASR Agreement occurred on April 30, 2019. At final settlement,
Citibank delivered 524,124 additional shares of the Company’s Class A common stock, based on a weighted average cost per share of $58.46 over the term of the
2018 ASR Agreement, which were retired. This was evaluated as an unsettled forward contract indexed to our own stock, with $60,000 classified as a reduction to
retained earnings at the original date of payment.
Additionally, during the years ended December 31, 2019 and 2018, the Company repurchased at market value and retired 2,272,001 and 824,312 shares of Class A
common stock for a total cost of $157,945 and $42,090, respectively completing the 2018 share repurchase plan.
2019 share repurchase program
On November 5, 2019, our board of directors approved a share repurchase program of up to $500,000.
On December 4, 2019, the Company entered into a $300,000 accelerated share repurchase agreement (the “2019 ASR Agreement”) with JPMorgan Chase Bank,
N.A. (“JPMC”). Pursuant to the terms of the 2019 ASR Agreement, on December 5, 2019, the Company paid JPMC $300,000 upfront in cash and received
3,289,924 shares of the Company’s Class A common stock, which were retired, and the Company elected to record as a reduction to retained earnings of $240,000.
Final settlement of the ASR Agreement occurred on March 2, 2020. At final settlement, JPMC delivered 666,961 additional shares of the Company’s Class A
common stock, based on a weighted average cost per share of $75.82 over the term of the 2019 ASR Agreement, which were retired. This was evaluated as an
unsettled forward contract indexed to our own stock, with $60,000 classified as a reduction to retained earnings at the original date of payment.
On March 18, 2020, the Company announced the suspension of its 2019 share repurchase program. If the 2019 share repurchase program is reinstated, the timing
of purchases and amount of stock repurchased will be subject to the Company’s discretion and will depend on market and business conditions, the Company’s
general working capital needs, stock price, applicable legal requirements and other factors. Our ability to repurchase shares at any particular time is also subject to
the terms of the Indenture governing the Securitized Senior Notes. Purchases may be effected through one or more open market transactions, privately negotiated
transactions, transactions structured through investment banking institutions, or a combination of the foregoing. The Company may reinstate or terminate the
program at any time.
Dividends
The Company did not declare or pay any dividends during the years ended December 31, 2020, 2019, or 2018.
Preferred stock
The Company had 50,000,000 preferred stock shares authorized and none issued or outstanding for the years ended December 31, 2020 or 2019.
(14) Equity-based compensation
2015 Omnibus Incentive Plan
Stock Options
In August 2015, the Company adopted the 2015 Omnibus Incentive Plan (the “2015 Plan”) under which the Company may grant options and other equity-based
awards to purchase up to 7,896,800 shares to employees, directors and officers. Generally, stock options awarded vest annually, on a tranche by tranche basis, over
a period of four years with a maximum contractual term of 10 years.
The fair value of stock option awards granted were determined on the grant date using the Black-Scholes valuation model based on the following assumptions:
Expected term (years)
Expected volatility
Risk-free interest rate
Dividend yield
(4)
(2)
(1)
(3)
Year ended December 31,
2020
0.25 - 6.25
28.5% - 139.8%
0.14% - 1.67%
— %
2019
6.25
28.0% - 28.5%
1.62% - 2.37%
— %
100
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
(1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method.
(2) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term.
(3) The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term.
(4) Based on an assumed a dividend yield of zero at the time of grant.
A summary of stock option activity for the year ended December 31, 2020:
Stock Options
Weighted average
exercise price
Weighted average
remaining contractual
term (years)
Aggregate intrinsic
value
Outstanding at January 1, 2020
Granted
Exercised
Forfeited
Outstanding at December 31, 2020
Vested or expected to vest at December 31, 2020
Exercisable at December 31, 2020
957,125 $
106,064 $
(76,402) $
(21,151) $
965,636 $
965,636 $
616,473 $
26.86
63.16
21.46
37.19
31.05
31.05
23.04
6.7 $
6.7 $
6.2 $
44,982
44,982
33,654
The weighted-average grant date fair value of stock options granted during the year ended December 31, 2020 was $22.51. During the years ended December 31,
2020 and 2019, $2,313 and $2,089, respectively, was recorded to selling, general and administrative expense related to stock options. As of December 31, 2020,
total unrecognized compensation expense related to unvested stock options, was $2,039, which is expected to be recognized over a weighted-average period of 1.8
years.
Restricted stock units
During the year ended December 31, 2020, the Company granted 44,564 restricted Class A stock units (“RSUs”) under the 2015 Plan. RSUs granted to members of
the Board of Directors vest on the first anniversary of the grant date, provided that the recipient continues to serve on the Board of Directors through the vesting
dates. RSUs are also granted to certain employees of the Company and generally vest annually, on a tranche by tranche basis, over a period of four years. RSU
awards are valued using the intrinsic value method.
Restricted stock units
Weighted average
fair value
Weighted average
remaining contractual
term (years)
Aggregate intrinsic value
Unvested outstanding at January 1, 2020
Granted
Vested
Forfeited
Unvested outstanding at December 31, 2020
75,078 $
44,564 $
(28,317) $
(5,294) $
86,031 $
51.32
63.58
51.82
53.89
57.35
1.8 $
6,679
During the years ended December 31, 2020 and 2019, $2,426 and $1,961, respectively, was recorded to selling, general and administrative expense related to
RSUs. As of December 31, 2020, total unrecognized compensation expense related to unvested RSUs was $2,155, which is expected to be recognized over a
weighted-average period of 1.8 years.
Performance share units
During the year ended December 31, 2020, the Company granted 36,538 restricted Class A performance share units (“PSUs”) under the 2015 Plan. The awards are
subject to a set of performance metrics that adjusts the quantity of awards earned from zero up to 200% of the original target quantity depending upon the
Company’s results at the end of the three year performance period against the performance metrics. These awards cliff-vest three years from the date of grant, and
the Company recognizes compensation expense ratably over the required service period based on its estimate of the number of shares will vest upon achieving the
measurement criteria. If there is a change in the estimate of the number of shares that are probable of vesting, the Company will cumulatively adjust compensation
expense in the period that the change in estimate is made.
101
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
Unvested outstanding at January 1, 2020
Granted
Vested
Forfeited
Unvested outstanding at December 31, 2020
Performance share units
31,996
36,538
—
(2,905)
65,629
$
$
$
$
$
Weighted average
fair value
Weighted average
remaining contractual
term (years)
Aggregate intrinsic value
70.69
64.35
—
68.96
67.24
0.0 $
—
As a result of COVID-19, the performance metrics related to all outstanding PSU awards have fallen below the minimum threshold and as a result, the Company
does not expect any shares to vest. During the years ended December 31, 2020 and 2019, a gain of $355 and expense of $355, respectively, was recorded to selling,
general and administrative expense related to these PSUs. As of December 31, 2020, total unrecognized compensation expense related to unvested PSUs was $0.
2018 Employee stock purchase plan
The 2018 Employee Stock Purchase Plan (the “ESPP”), as adopted by the Board of Directors in March 2018, allows eligible employees to purchase shares of the
Company’s Class A common stock at a discount through payroll deductions of up to 10% of their eligible compensation, subject to any plan limitations. The ESPP
provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value
of the Company’s Class A common stock on the first trading day of the offering period or on the last day of the offering period. As of December 31, 2020, a total
of 1,000,000 shares of common stock were authorized and available for the issuance of equity awards under the ESPP. During the year ended December 31, 2020,
employees purchased 19,077 shares and $402 was recorded to expense related to the ESPP.
(15) Earnings per share
Basic earnings per share of Class A common stock is computed by dividing net income or loss attributable to Planet Fitness, Inc. for the years ended December 31,
2020, 2019, and 2018, by the weighted-average number of shares of Class A common stock outstanding during the same periods. Diluted earnings per share of
Class A common stock is computed by dividing net income attributable to Planet Fitness, Inc. by the weighted-average number of shares of Class A common stock
outstanding adjusted to give effect to potentially dilutive securities.
Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to Planet Fitness, Inc. and are therefore not participating
securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented.
Shares of the Company’s Class B common stock are, however, considered potentially dilutive shares of Class A common stock because shares of Class B common
stock, together with the related Holdings Units, are exchangeable into shares of Class A common stock on a one-for-one basis.
102
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock:
Basic net income per share:
Numerator
Net income (loss)
Less: net income (loss) attributable to non-controlling interests
Net income (loss) attributable to Planet Fitness, Inc. - basic & diluted
Denominator
Weighted-average shares of Class A common stock outstanding - basic
Effect of dilutive securities:
Stock options
RSUs and PSUs
Weighted-average shares of Class A common stock outstanding - diluted
Earnings (loss) per share of Class A common stock - basic
Earnings (loss) per share of Class A common stock - diluted
Year Ended
December 31, 2020
Year Ended
December 31, 2019
Year Ended
December 31, 2018
$
$
$
$
(15,204) $
(213)
(14,991) $
135,413 $
17,718
117,695 $
103,162
15,141
88,021
80,303,277
82,976,620
87,235,021
—
—
80,303,277
599,425
43,135
83,619,180
(0.19) $
(0.19) $
1.42 $
1.41 $
417,264
22,618
87,674,903
1.01
1.00
Potentially dilutive stock options of 528,464 and restricted stock units of 41,223 for the year ended December 31, 2020 were not included in the computation of
diluted loss per share because the inclusion thereof would be antidilutive.
Weighted average shares of Class B common stock of 6,292,971, 8,739,015 and 10,275,077 for the years ended December 31, 2020, 2019 and 2018, respectively,
were evaluated under the if-converted method for potential dilutive effects and were determined to be anti-dilutive. Weighted-average stock options outstanding of
162,740, 57,273 and 143,006 for the years ended December 31, 2020, 2019 and 2018, respectively, were evaluated under the treasury stock method for potential
dilutive effects and were determined to be anti-dilutive. Weighted average restricted stock units outstanding of 548, 755 and 131, for the year ended December 31,
2020, 2019 and 2018, respectively, were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive.
(16) Income taxes
Income (loss) before the provision for income taxes as shown in the accompanying consolidated statements of operations is as follows:
Domestic
Foreign
Total income (loss) before the provision for income taxes
2020
Year Ended December 31,
2019
2018
$
(13,382) $
(1,135)
(14,517)
171,970 $
1,207
173,177
128,861
2,943
131,804
103
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
The provision (benefit) for income taxes consists of the following:
Current:
Federal
State
Foreign
Total current tax expense
Deferred:
Federal
State
Foreign
Total deferred tax expense
Provision for income taxes
2020
Year Ended December 31,
2019
2018
$
$
(6,938) $
256
156
(6,526)
2,769
4,530
(86)
7,213
687 $
7,359 $
8,280
500
16,139
23,289
(1,346)
(318)
21,625
37,764 $
178
3,586
945
4,709
22,757
946
230
23,933
28,642
The Company is the sole managing member of Pla-Fit Holdings, which is treated as a partnership for U.S. federal and certain state and local income taxes. As a
partnership, Pla-Fit Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Pla-Fit Holdings is
passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis. Planet Fitness, Inc. is subject to U.S.
federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income of Pla-Fit Holdings. The Company is also
subject to taxes in certain foreign jurisdictions.
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:
U.S. statutory tax rate
State and local taxes, net of federal benefit
State rate change impact on deferred taxes
Federal rate change impact on deferred taxes
Tax benefit arrangement liability adjustment
Foreign tax rate differential
Withholding taxes and other
Reserve for uncertain tax position
Income attributable to non-controlling interests
Effective tax rate
2020
Year Ended December 31,
2019
2018
21.0 %
5.7 %
(37.4)%
— %
8.6 %
(1.0)%
(0.3)%
— %
(1.3)%
(4.7)%
21.0 %
6.2 %
(4.1)%
— %
0.7 %
— %
— %
0.1 %
(2.1)%
21.8 %
21.0 %
5.9 %
(3.4)%
— %
0.8 %
0.2 %
(0.3)%
(0.2)%
(2.3)%
21.7 %
The Company’s effective tax rate was (4.7)% for the year ended December 31, 2020, in comparison to the U.S. statutory tax rate in 2020 of 21.0%. Our effective
tax rate differs from the U.S. statutory rate primarily due to the remeasurement of our deferred taxes. This remeasurement was a result of a reduction in the amount
of income apportioned to various states, which resulted in the recognition of a deferred tax expense in 2020. Our effective tax rate is partially offset by a
remeasurement of our liability under our tax benefit arrangements.
The Company’s effective tax rate was (4.7)% for the year ended December 31, 2020, compared to 21.8% in the prior year. The decrease in our effective income tax
rate is primarily due to an income tax expense recorded in 2020 as a result of the remeasurement of its deferred taxes, partially offset by the impact of the
remeasurement of the tax benefit arrangements, which is not deductible.
Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the
accompanying consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years. Details of the Company’s deferred
tax assets and liabilities are summarized as follows:
104
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
Deferred tax assets:
Deferred revenue
Goodwill and intangible assets
Net operating loss
Right-of-use assets
Other
Deferred tax assets
Deferred tax liabilities:
Prepaid expenses
Property and equipment
Lease liabilities
Total deferred tax liabilities
Total deferred tax assets and liabilities
Reported as:
Deferred income taxes - non-current assets
Deferred income taxes - non-current liabilities
Total deferred tax assets and liabilities
Year Ended December 31,
2020
2019
5,829 $
479,627
34,580
46,061
3,295
569,392 $
(2,591)
(16,429)
(40,053)
(59,073) $
510,319 $
511,200 $
(881)
510,319 $
5,343
410,585
—
38,675
2,178
456,781
(1,021)
(10,363)
(34,220)
(45,604)
411,177
412,293
(1,116)
411,177
$
$
$
$
$
$
As of December 31, 2020, we had a net deferred tax asset of $510.3 million. This amount includes gross deferred tax assets of $511.2 million, primarily resulting
from tax attributes generated from past exchanges and sales of Holdings Units which will reduce taxable income in future periods. Deferred tax assets are deemed
to be more likely than not to be realized. In assessing the need for a valuation allowance, we consider, among other things, projections of future taxable income and
ongoing prudent and feasible tax planning strategies. As of December 31, 2020, the Company is not providing a valuation allowance against its deferred tax assets.
As of December 31, 2020, the Company had federal net operating loss carryforwards of $141,200, with an indefinite lived carryforward.
A summary of the changes in the Company’s unrecognized tax positions is as follows:
Balance at beginning of year
Increase related to current year tax positions
Decrease related to prior year tax positions
Balance at end of year
Year Ended December 31,
2020
2019
420 $
—
—
420 $
300
405
(285)
420
$
$
As of December 31, 2020 and 2019, the total liability related to uncertain tax positions was $420, and is included within other liabilities on our consolidated
balance sheets. The table above presents a reconciliation of the beginning and ending balances of the liability for unrecognized tax benefits, excluding interest and
penalties, for the years ended December 31, 2020 and 2019. During 2019, the company recognized a net impact of $120 to its liability for unrecognized tax
benefits. During 2018, the Company settled a tax examination for $2,625 which was fully indemnified. At the date of settlement the Company had recorded on its
balance sheet an unrecognized tax benefit and related indemnification asset of $2,967, reflecting principal and interest, and released $342 as an offset to provision
for income taxes and also released an indemnification asset of $342 through other expense. The Company recognized interest and penalties related to uncertain tax
positions as a component of income tax expense.
The Company and its subsidiaries file U.S. federal income tax returns, as well as tax returns in various state and foreign jurisdictions. Generally, the tax years 2017
through 2020 remain open to examination by the tax authorities in these jurisdictions.
105
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
Tax benefit arrangements
The Company’s acquisition of Holdings Units in connection with the IPO and future and certain past exchanges of Holdings Units for shares of the Company’s
Class A common stock (or cash at the option of the Company) are expected to produce and have produced favorable tax attributes. In connection with the IPO, the
Company entered into two tax receivable agreements. Under the first of those agreements, the Company generally is required to pay to the TRA Holders 85% of
the applicable tax savings, if any, in U.S. federal and state income tax that the Company is deemed to realize as a result of certain tax attributes of their Holdings
Units sold to the Company (or exchanged in a taxable sale) and that are created as a result of (i) the sales of their Holdings Units for shares of Class A common
stock and (ii) tax benefits attributable to payments made under the tax receivable agreement (including imputed interest). Under the second tax receivable
agreement, the Company generally is required to pay to the Direct TSG Investors 85% of the amount of tax savings, if any, that the Company is deemed to realize
as a result of the tax attributes of the Holdings Units held in respect of the Direct TSG Investors’ interest in the Company, which resulted from the Direct TSG
Investors’ purchase of interests in Pla-Fit Holdings in 2012, and certain other tax benefits. Under both agreements, the Company generally retains the benefit of the
remaining 15% of the applicable tax savings. The Company recorded other income of $5,949, other expense of $5,966 and other expense of $4,765 in the years
ended December 31, 2020, 2019 and 2018, respectively, reflecting a change in the tax benefit obligation attributable to a change in the expected tax benefits. In
2020, 2019 and 2018, the remeasurement was primarily due to various state tax legislation changes enacted in the year as well as acquisitions which resulted in an
increase in the amount of income apportioned to various states in future periods and accordingly resulted in a decrease to the tax benefit arrangement liability.
In connection with the exchanges that occurred in the secondary offerings and other exchanges during 2020 and 2019, 4,839,866 and 885,810 Holdings Units,
respectively, were redeemed by the Continuing LLC Owners for newly-issued shares of Class A common stock, resulting in an increase in the tax basis of the net
assets of Pla-Fit Holdings subject to the provisions of the tax receivable agreements. As a result of the change in Planet Fitness, Inc.’s ownership percentage of Pla-
Fit Holdings that occurred in conjunction with the exchanges, we recorded a decrease to our net deferred tax assets of $3,490 and $190, during the years ended
December 31, 2020 and 2019, respectively. As a result of these exchanges, during the years ended December 31, 2020 and 2019 we also recognized deferred tax
assets in the amount of $109,823 and $20,362, respectively, and corresponding tax benefit arrangement liabilities of $93,554 and $17,016, respectively,
representing approximately 85% of the tax benefits due to the TRA Holders. The offset to the entries recorded in connection with exchanges in each year was to
stockholders’ equity.
The tax benefit obligation was $488,200 and $427,216 as of December 31, 2020 and 2019, respectively.
Projected future payments under the tax benefit arrangements are as follows:
2021
2022
2023
2024
2025
Thereafter
Total
(17) Commitments and contingencies
(a) Legal matters
Amount
—
9,742
32,359
38,296
47,385
360,418
488,200
$
$
From time to time, and in the ordinary course of business, the Company is subject to various claims, charges, and litigation, such as employment-related claims and
slip and fall cases.
On September 3, 2020, the Company and other defendants, including an officer of the Company who is a related party, received a final amendment to the joint and
several judgment against them in the amount of $5,576, inclusive of accrued interest, in a civil action brought by a former employee. As of December 31, 2020, the
Company has estimated its obligation related to this matter to be approximately $2,010, which is included in other current liabilities on the condensed consolidated
balance sheet. In connection with 2012 acquisition of Pla-Fit Holdings on November 8, 2012, the sellers are obligated to indemnify the Company related to this
specific matter. The Company has therefore recorded an offsetting indemnification receivable of $2,010 in other receivables on the Company’s condensed
consolidated balance sheet, for which it has determined to record a full reserve as a result of potential uncertainty around collectability. Due to the joint and several
nature of the judgment, the Company has
106
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
determined that the amount of estimated obligation recorded constitutes a related party transaction. The Company has incurred, and may incur in the future, legal
costs on behalf of the defendants in the case, which include a related party. These costs have not been and are not expected to be material in the future.
On December 31, 2020, the Company reached agreement on the settlement of certain legal claims for $3,800 and has recorded this amount as expense in other gain
(loss) in our consolidated statements of operations.
Mexico Acquisition
On March 19, 2020, a franchisee in Mexico exercised a put option that requires the Company to acquire their franchisee-owned stores in Mexico. The transaction
has not closed as of December 31, 2020 as the parties are in dispute over the final terms of the transaction and related matters. The Company estimates that the
purchase price will approximate fair value of the acquired assets.
The Company is not currently aware of any other legal proceedings or claims that the Company believes will have, individually or in the aggregate, a material
adverse effect on the Company’s financial position or result of operations.
(b) Purchase commitments
As of December 31, 2020, the Company had advertising purchase commitments of approximately $32,589, including commitments made by the NAF. In addition,
the Company had open purchase orders of approximately $10,199 primarily related to equipment to be sold to franchisees.
(c) Guarantees
The Company historically guaranteed lease agreements for certain franchisees and in 2019, in connection with a real estate partnership, the Company began
guaranteeing certain leases of its franchisees up to a maximum period of ten years, with earlier expiration dates if certain conditions are met. The Company’s
maximum obligation, as a result of its guarantees of leases, is approximately $7,842 and $10,309 as of December 31, 2020 and 2019, respectively, and would only
require payment upon default by the primary obligor. The Company has determined the fair value of these guarantees at inception is not material, and as of
December 31, 2020 and 2019, no accrual has been recorded for the Company’s potential obligation under its guaranty arrangement.
(18) Retirement Plan
The Company maintains a 401(k) deferred tax savings plan (the Plan) for eligible employees. The Plan provides for the Company to make an employer matching
contribution currently equal to 100% of employee deferrals up to a maximum of 4% of each eligible participating employees’ wages. Total employer matching
contributions expensed in the consolidated statements of operations were approximately $910, $986, and $832 for the years ended December 31, 2020, 2019 and
2018, respectively.
(19) Segments
The Company has three reportable segments: (i) Franchise; (ii) Corporate-owned stores; and (iii) Equipment.
The Company’s operations are organized and managed by type of products and services and segment information is reported accordingly. The Company’s chief
operating decision maker (the “CODM”) is its Chief Executive Officer. The CODM reviews financial performance and allocates resources by reportable segment.
There have been no operating segments aggregated to arrive at the Company’s reportable segments.
The Franchise segment includes operations related to the Company’s franchising business in the United States, Puerto Rico, Canada, Panama, Mexico and
Australia. The Corporate-owned stores segment includes operations with respect to all Corporate-owned stores throughout the United States and Canada. The
Equipment segment includes the sale of equipment to franchisee-owned stores.
The accounting policies of the reportable segments are the same as those described in Note 2. The Company evaluates the performance of its segments and
allocates resources to them based on revenue and earnings before interest, taxes, depreciation, and amortization, referred to as Segment EBITDA. Revenues for all
operating segments include only transactions with unaffiliated customers and include no intersegment revenues.
The tables below summarize the financial information for the Company’s reportable segments for the years ended December 31, 2020, 2019 and 2018. The
“Corporate and other” column, as it relates to Segment EBITDA, primarily includes
107
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
corporate overhead costs, such as payroll and related benefit costs and professional services which are not directly attributable to any individual segment.
Revenue
Franchise segment revenue - U.S.
Franchise segment revenue - International
Franchise segment total
Corporate-owned stores segment - U.S.
Corporate-owned stores segment - International
Corporate-owned stores segment total
Equipment segment - U.S.
Equipment segment - International
Equipment segment total
Total revenue
2020
Year Ended December 31,
2019
2018
$
$
202,844 $
3,312
206,156
115,174
1,968
117,142
82,331
989
83,320
406,618 $
271,375 $
6,207
277,582
155,308
4,389
159,697
251,524
—
251,524
688,803 $
219,506
4,634
224,140
134,174
4,425
138,599
210,159
—
210,159
572,898
Franchise revenue includes revenue generated from placement services of $6,918, $17,755, and $11,502 for the years ended December 31, 2020, 2019 and 2018,
respectively.
Segment EBITDA
Franchise
Corporate-owned stores
Equipment
Corporate and other
Total Segment EBITDA
The following table reconciles total Segment EBITDA to income before taxes:
Total Segment EBITDA
Less:
Depreciation and amortization
Other income (expense)
Income from operations
Interest expense, net
Other income (expense)
Income before income taxes
108
2020
Year Ended December 31,
2019
2018
114,968 $
23,672
13,097
(33,242)
118,495 $
192,281 $
65,613
59,618
(46,190)
271,322 $
152,571
56,704
47,607
(43,753)
213,129
2020
Year Ended December 31,
2019
2018
118,495 $
271,322 $
213,129
53,832
4,903
59,760
(79,180)
4,903
(14,517) $
44,346
(6,107)
233,083
(53,799)
(6,107)
173,177 $
35,260
(6,175)
184,044
(46,065)
(6,175)
131,804
$
$
$
$
Planet Fitness, Inc. and subsidiaries
Notes to Consolidated financial statements
(Amounts in thousands, except share and per share amounts)
The following table summarizes the Company’s assets by reportable segment:
Franchise
Corporate-owned stores
Equipment
Unallocated
Total consolidated assets
December 31, 2020
December 31, 2019
$
$
174,812 $
468,628
171,201
1,035,096
1,849,737 $
193,504
471,234
197,656
854,796
1,717,190
The table above includes $828 and $1,039 of long-lived assets located in the Company’s international corporate-owned stores as of December 31, 2020 and 2019,
respectively.
The following table summarizes the Company’s goodwill by reportable segment:
Franchise
Corporate-owned stores
Equipment
Total consolidated goodwill
December 31, 2020
December 31, 2019
$
$
16,938 $
118,217
92,666
227,821 $
16,938
118,217
92,666
227,821
(20) Corporate-owned and franchisee-owned stores
The following table shows changes in our corporate-owned and franchisee-owned stores for the years ended December 31, 2020, 2019 and 2018:
Franchisee-owned stores:
Stores operated at beginning of period
New stores opened
Stores debranded, sold or consolidated
(1)
Stores operated at end of period
Corporate-owned stores:
Stores operated at beginning of period
New stores opened
Stores acquired from franchisees
Stores operated at end of period
Total stores:
Stores operated at beginning of period
New stores opened
Stores debranded, sold or consolidated
(1)
Stores operated at end of period
2020
Year Ended December 31,
2019
2018
1,903
125
(7)
2,021
98
5
—
103
2,001
130
(7)
2,124
1,666
255
(18)
1,903
76
6
16
98
1,742
261
(2)
2,001
1,456
226
(16)
1,666
62
4
10
76
1,518
230
(6)
1,742
(1) The term “debrand” refers to a franchisee-owned store whose right to use the Planet Fitness brand and marks has been terminated in accordance with the franchise
agreement. We retain the right to prevent debranded stores from continuing to operate as fitness centers. The term “consolidated” refers to the combination of a franchisee’s
store with another store located in close proximity with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining
store.
(2) The “stores operated” includes stores that have closed temporarily related to the COVID-19 pandemic. All stores were closed in March 2020 in response to COVID-19, and
as of December 31, 2020, 1,760 were re-opened and operating, of which 1,682 were franchisee-owned stores and 78 were corporate-owned stores.
109
(21) Quarterly financial data (unaudited)
Total revenue
Income (loss) from operations
Net income (loss)
Net income (loss) attributable to Planet Fitness, Inc.
Earnings (loss) per share:
Class A - Basic
Class A - Diluted
Total revenue
Income from operations
Net income
Net income attributable to Planet Fitness, Inc.
Earnings per share:
Class A - Basic
Class A - Diluted
March 31, 2020
June 30, 2020
September 30, 2020
December 31, 2020
For the quarter ended
127,231 $
34,267
10,383
8,607
0.11 $
0.11 $
40,233 $
(22,721)
(31,985)
(29,177)
(0.36) $
(0.36) $
For the quarter ended
105,383 $
16,042
(3,284)
(3,111)
(0.04) $
(0.04) $
133,771
32,172
9,682
8,690
0.11
0.11
March 31, 2019
June 30, 2019
September 30, 2019
December 31, 2019
148,817 $
53,185
31,639
27,409
0.33 $
0.32 $
181,661 $
65,266
39,827
34,844
0.41 $
0.41 $
166,815 $
53,061
29,692
25,777
0.31 $
0.31 $
191,510
61,571
34,255
29,665
0.37
0.36
$
$
$
$
$
$
110
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that
are intended to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief
Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
An evaluation was performed, under the supervision, and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020. Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020 at the reasonable
assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the
company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that:
•
•
•
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, the company’s
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated 2013
Framework.
Based on this assessment, our management concluded that, as of December 31, 2020, our internal control over financial reporting is effective based on those
criteria.
KPMG LLP, our independent registered public accounting firm, has issued an audit report appearing in this Annual Report on Form 10-K on the effectiveness of
our internal control over financial reporting as of December 31, 2020.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
111
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Planet Fitness, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Planet Fitness, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2020, based on criteria
established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance
sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, cash flows and changes in
equity for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement Schedule II-Valuation and Qualifying
Accounts (collectively, the “consolidated financial statements”), and our report dated March 1, 2021 expressed an unqualified opinion on those consolidated
financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Boston, Massachusetts
March 1, 2021
/s/ KPMG LLP
112
Item 9B. Other Information.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information called for by Item 10 is incorporated herein by reference to our Definitive Proxy Statement relating to our 2020 Annual Meeting of Stockholders
to be held May 3, 2021. We intend to file such Definitive Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A within 120
days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 11. Executive Compensation.
The information required by this Item 11 will be contained in the Definitive Proxy Statement referenced above in Item 10 and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item 12 will be contained in the Definitive Proxy Statement referenced above in Item 10 and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will be contained in the Definitive Proxy Statement referenced above in Item 10 and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item 14 will be contained in the Definitive Proxy Statement referenced above in Item 10 and is incorporated herein by reference.
113
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(i)
Financial statements (included in Item 8 of this Annual Report on Form 10-K):
PART IV
1 Report of Independent Registered Public Accounting Firm
2 Consolidated Balance Sheets as of December 31, 2020 and 2019
3 Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
4 Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018
5 Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
6 Consolidated Statements of Changes in Equity for the years ended December 31, 2020, 2019 and 2018
7 Notes to Consolidated Financial Statements
(ii)
Financial Statements Schedules
1
Schedule II – Valuation and Qualifying Accounts
(in thousands)
Allowance for doubtful accounts:
December 31, 2020
December 31, 2019
December 31, 2018
Balance at Beginning of
Period
Provision for (recovery of)
doubtful accounts, net
Write-offs and other
Balance at End of Period
$
$
$
111
84
32
$
$
$
(74) $
87 $
19 $
(30) $
(60) $
33 $
7
111
84
All other separate financial statements schedules have been omitted because such information is inapplicable or is included in the financial statements
or notes described above.
(3) Exhibits
The exhibits listed in the following Exhibits Index, are filed or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit
number
3.1
3.2
4.1
4.2
4.3
Exhibit
description
Restated Certificate of Incorporation of Planet Fitness, Inc.
Amended and Restated Bylaws of Planet Fitness, Inc.
Form of Class A Common Stock Certificate
Base Indenture dated August 1, 2018 between Planet Fitness
Master Issuer LLC, as Master Issuer, and Citibank, N.A., as
Trustee and Securities Intermediary
Series 2018-1 Supplement dated August 1, 2018 between
Planet Fitness Master Issuer LLC, as Master Issuer of the
Series 2018-1 fixed rate senior secured notes, Class A-2, and
Series 2018-1 variable funding senior notes, Class A-1, and
Citibank, N.A., as Trustee and Series 2018-1 Securities
Intermediary
Incorporated by Reference
File no.
Exhibit
3.1
3.2
4.1
4.1
4.2
Filing date
15-Jul-15
22-Jun-15
27-Jul-15
1-Aug-18
1-Aug-18
Filed herewith
Form
S-1/A
S-1
S-1/A
8-K
333-205141
333-205141
333-205141
001-37534
8-K
001-37534
114
Exhibit
number
4.4
4.5
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
Exhibit
description
Series 2019-1 Supplement dated December 3, 2019 between
Planet Fitness Master Issuer LLC, as Master Issuer of the
Series 2019-1 3.858% Fixed Rate Senior Secured Notes,
Class A-2, and Citibank, N.A., as Trustee and Series 2019-1
Securities Intermediary
Description of Securities of the Registrant
Form of Amended and Restated Pla-Fit Holdings, LLC
Operating Agreement
Form of Tax Receivable Agreement with the Continuing LLC
Owners
Form of Tax Receivable Agreement with the Direct TSG
Investors
Form of Registration Rights Agreement
Amendment No. 1 to the Registration Rights Agreement,
dated August 30, 2016, by and among Planet Fitness, Inc., the
Investors (as defined therein) and the Managers (as defined
therein)
Form of Exchange Agreement
Amendment No. 1 to the Exchange Agreement, dated August
30, 2016, by and among Planet Fitness, Inc., Pla-Fit
Holdings, LLC, and the holders of Holdings Units (as defined
therein) and shares of Class B Common Stock (as defined
therein)
Amended and Restated Employment Agreement with
Christopher Rondeau
Form of Director Indemnification Agreement
Amended and Restated Employment Agreement with Dorvin
Lively
Employment Agreement with Craig Miller
Form of Confidentiality, Inventions and Non-competition
Agreement
Employment Agreement with Thomas Fitzgerald
Employment Agreement with Jeremy Tucker
Form of Planet Fitness, Inc. 2015 Omnibus Incentive Plan
Form of Planet Fitness, Inc. Cash Incentive Plan
Form of Stock Option Award
Form of Restricted Stock Unit and Performance Stock Unit
Award Agreement
Fixed Dollar Accelerated Share Repurchase Transaction
Confirmation, dated November 13, 2018
Class A-1 Note Purchase Agreement dated July 19, 2018
among Planet Fitness Master Issuer LLC, as Master Issuer,
Planet Fitness SPV Guarantor LLC, Planet Fitness
Franchising LLC, Planet Fitness Assetco LLC and Planet
Fitness Equipment Distributor LLC, each as Guarantor,
Planet Fitness Holdings, LLC, as manager, certain conduit
investors and financial institutions and funding agents, and
ING Capital LLC, as provider of letters of credit, as swingline
lender and as administrative agent
Filed herewith
Form
8-K
File no.
001-37534
Exhibit
4.1
Filing date
3-Dec-19
Incorporated by Reference
10-K
S-1/A
001-37534
333-205141
S-1/A
333-205141
S-1/A
333-205141
S-1/A
10-Q
333-205141
001-37534
S-1/A
10-Q
333-205141
001-37534
S-1/A
333-205141
S-1/A
S-1/A
10-Q
10-Q
10-K
S-1/A
S-1
333-205141
333-205141
001-37534
001-37534
001-37534
333-205141
333-205141
8-K
8-K
001-37534
001-37534
4.5
10.4
10.5
10.6
10.7
10.2
10.9
10.1
10.10
10.11
10.12
10.1
10.3
10.13
10.16
10.17
10.1
10.1
28-Feb-20
15-Jul-15
15-Jul-15
15-Jul-15
15-Jul-15
03-Nov-16
15-Jul-15
03-Nov-16
15-Jul-15
15-Jul-15
15-Jul-15
8-May-19
8-May-19
28-Feb-20
15-Jul-15
22-Jun-15
14-Nov-18
20-Jul-18
X
X
X
115
Exhibit
number
Exhibit
description
Guarantee and Collateral Agreement dated August 1, 2018
among Planet Fitness Franchising LLC, Planet Fitness
Distribution LLC, Planet Fitness Assetco LLC and Planet
Fitness SPV Guarantor LLC, each as a Guarantor, and
Citibank, N.A., as Trustee
Management Agreement dated August 1, 2018 among Planet
Fitness Master Issuer LLC, Planet Fitness SPV Guarantor
LLC, certain subsidiaries of Planet Fitness Master Issuer LLC
party thereto, Planet Fitness Holdings, LLC, as Manager, and
Citibank, N.A., as Trustee
Purchase Agreement dated November 20, 2019 among Planet
Fitness Master Issuer LLC, as Master Issuer, Planet Fitness
SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet
Fitness Assetco LLC and Planet Fitness Distribution LLC,
each as Guarantor, Planet Fitness Holdings, LLC, as Manager,
the Company and Planet Fitness Intermediate, LLC and Pla-
Fit Holdings, LLC, as parent companies, and Guggenheim
Securities, LLC and Citigroup Global Markets, Inc., as the
initial purchasers
Fixed Dollar Accelerated Share Repurchase Transaction
Confirmation, dated December 4, 2019
List of Subsidiaries of the Registrant
Consent of KPMG LLP
Certification of Chief Executive Officer, pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer, pursuant to Rule 13a-
14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Interactive Data Files Pursuant to Rule 405 of Regulation S-T
formatted as Inline XBRL: (i) Consolidated Balance Sheets,
(ii) Consolidated Statements of Operations, (iii) Consolidated
Statements of Comprehensive Income, (iv) Consolidated
Statements of Cash Flows, (v) Consolidated Statements of
Changes in Equity, and (vi) Notes to Consolidated Financial
Statements
Cover Page Interactive Data File Inline XBRL and contained
in Exhibit 101
10.21
10.22
10.23
10.24
21.1
23.1
31.1
31.2
32.1
32.2
101
104
Item 16. Form 10-K Summary.
None.
Filed herewith
Form
8-K
File no.
001-37534
Exhibit
10.1
Filing date
1-Aug-18
Incorporated by Reference
8-K
001-37534
10.2
1-Aug-18
8-K
001-37534
10.1
20-Nov-19
8-K
001-37534
10.1
4-Dec-19
X
X
X
X
X
X
X
X
116
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: March 1, 2021
Planet Fitness, Inc.
/s/ Thomas Fitzgerald
Thomas Fitzgerald
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ Christopher Rondeau
Christopher Rondeau
/s/ Thomas Fitzgerald
Thomas Fitzgerald
/s/ Brian O’Donnell
Brian O’Donnell
/s/ Enshalla Anderson
Enshalla Anderson
/s/ Frances Rathke
Frances Rathke
/s/ Craig Benson
Craig Benson
/s/ Cammie Dunaway
Cammie Dunaway
/s/ Stephen Spinelli, Jr.
Stephen Spinelli, Jr.
Chief Executive Officer and Director
March 1, 2021
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)
Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
117
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
March 1, 2021
Ex. 10.14
November 4, 2019
Updated November 19, 2019
Jeremy Tucker
Via Electronic and Hand Delivery
Dear Jeremy,
We are delighted to offer you the opportunity to join the Planet Fitness executive team. This letter will confirm our offer of employment to you with Pla-
Fit Franchise, LLC (the “Company”), under the terms and conditions that follow:
1. Position and Duties. You will be employed by the Company, on a full-time basis, as the Chief Marketing Officer. You agree to perform the duties of
your position and such other duties as may reasonably be assigned to you. You also agree to comply at all times with the Company’s policies, practices and
procedures, including, but not limited to, the Planet Fitness Code of Ethics.
2. Compensation and Benefits. The Company will pay you an annualized salary of $375,000, paid bi-weekly, subject to applicable withholdings. Your
salary shall be payable in accordance with the regular payroll practices of the Company and subject to adjustment from time to time by the Company in its
discretion.
(a) Bonus Compensation. Beginning January 1, 2020, you will be eligible to participate in the Planet Fitness Corporate Bonus Plan. You shall
be eligible to earn an annual bonus, the amount of any such bonus to be determined by the Company in its sole discretion, initially set at 60% of your Base Salary.
The final calculation of your bonus is based upon achievement of Company goals and an Individual Goal Plan for the performance period, prorated per active
service within the plan year. In order to be eligible for a bonus payout, you must be employed by the Company on the date that the bonus is paid. The Company
retains the right to modify its bonus plans at any time.
(b) Long Term Incentive Award. On or soon after your start date, you will be granted a long term incentive award based upon a target fair value
of approximately 66 2/3% of your base pay amount and comprised of 50% restricted stock units and 50% stock options. In conjunction with the Company’s 2020
annual grant of long-term incentive awards to senior executives, approximately March 2020, you will be granted a long term incentive award based upon a target
fair value of approximately 33 1/3% of your base pay amount and comprised of performance share units. The number of restricted stock units and performance
share units, and the number and exercise price of options, will be determined by the closing share price on the grant date.
These grants are governed by, and subject to the terms of, our 2015 Omnibus Incentive Plan subject to company guidelines, stock ownership requirements and
Board approval. Annual grant awards are determined at the discretion of the Board of Directors. Under the terms of the plan, your annual grant eligibility and
award are subject to final review and approval by the Board of Directors.
The restricted stock unit grant and stock option grant are each subject to vesting of 25% annually over a period of four years beginning on your grant date. The
performance share unit grant is subject to 100% vesting on the third anniversary of your grant date, subject to the achievement of defined performance metrics.
(c) Relocation Assistance. The company will provide relocation expense assistance for your relocation to the Hampton, New Hampshire area up
to a maximum reimbursement of $125,000. Relocation assistance payments are subject to all terms and conditions of the Relocation Assistance Agreement
provided herewith.
(d) Sign-on bonus. You will be entitled to a one-time sign on bonus of $50,000 payable in one lump sum on the next regularly scheduled pay
date following your start date. The signing bonus is paid as regular compensation. In the event you leave the Company within 12 months of your date of hire, you
have an obligation to repay 100% of the sign-on bonus.
(e) Participation in Employee Benefit Plans. You will be entitled to participate in all employee benefit plans in effect from time to time for
employees of the Company generally, except to the extent such plans are duplicative of benefits otherwise provided you under this Agreement. Your participation
will be subject to the terms of the applicable plan documents and generally applicable Company policies.
(f) Paid Vacation Time. You are eligible for a vacation benefit of four (4) weeks of vacation time per calendar year, prorated per your date of
hire and accrued on a bi-weekly basis. In addition, you are eligible for five floating holidays per calendar year. The Company’s Paid Time-Off Policy is available
upon request.
performance of your duties and responsibilities for the Company, subject to polices established by the Company.
(g) Business Expenses. The Company will reimburse you for all reasonable business related expenses incurred or paid by you in the
3. Confidential Information and Restricted Activities. Planet Fitness believes in the protection of confidential and proprietary information.
Consequently, you will be required, as a condition of your employment with the Company, to sign the Company’s standard Confidentiality, Non-Competition and
Inventions Agreement, a copy of which is attached for your review and signature.
4. At-Will Employment. By signing below, you acknowledge that you will be employed by the Company on an at-will basis which means that both you
and the Company will retain the right to terminate the employment relationship at any time, with or without notice or cause. This offer letter is not meant to
constitute a contract of employment for a specific duration or term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel
policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by
you and a duly authorized officer of the Company.
5. Termination of Employment - Severance Payments. In the event of an involuntary termination of your employment that is not for cause, in addition
to any final compensation, for a period of six (6) months following the date of such termination, the Company will pay you (i) your base salary plus (ii) an amount
equal to the Company’s monthly share of the premium payments for your participation in the group health insurance plans of the Company as of immediately prior
to the date of termination (the “Severance Payments”).
(a) Conditions to and Timing of Severance Payments. Any obligation of the Company to provide you the Severance Payments is conditioned,
however, on your signing and returning to the Company a timely and effective separation agreement containing a release of claims and other customary terms in
the form provided to you by the Company at the time your employment terminates (the “Separation Agreement”). The Separation Agreement must become
effective, if at all, by the sixtieth (60th) calendar day following the date your employment terminates. Any Severance Payments to which you are entitled will be
provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company. The first payment will be made on the next
regularly scheduled payroll date that follows the expiration of sixty (60) days from the date your employment terminates, but that first payment shall be retroactive
to the date immediately following the date your employment terminates.
(b) Benefits Termination. Except for any right you may have under the federal law known as “COBRA” to continued participation in the
Company’s group health and dental plans at your cost, your participation in all employee benefit plans shall terminate in accordance with the terms of the
applicable benefit plans based on the date of termination of your employment, without regard to any payment of the Severance Payments or any other payment to
you following termination and you shall not be eligible to earn vacation or other paid time off following the termination of your employment.
6. Work Eligibility. This offer is contingent upon proof of eligibility to work legally in the United States. Furthermore, by signing this letter of
agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties
for Planet Fitness.
7. Contingent Offer. This offer is contingent upon our satisfactory completion of a background check. We may rescind this offer at any time, with or
without notice or cause, for any or no reason, in our sole discretion.
If the foregoing is acceptable to you, please sign this letter in the space provided and return it to Kathy Gentilozzi, Chief People Officer, by 11:59 P.M.
ET on Wednesday, November 6, 2019. We look forward to having you as part of the Planet Fitness team! Welcome!
Sincerely,
PLA-FIT FRANCHISE, LLC Accepted and Agreed:
By: /s/ Dorvin Lively Signature: /s/ Jeremy Tucker
Dorvin Lively Jeremy Tucker Date: 11/5/19
President& Chief Financial Officer
By: /s/ Chris Rondeau
Chris Rondeau
Chief Executive Officer
Name:
Number of Shares of Stock subject to Option:
Exercise Price Per Share:
Date of Grant:
[●]
[●]
$[●]
[●]
Exhibit 10.17
Planet Fitness, Inc. 2015 Omnibus Incentive Plan
Non-statutory Stock Option Agreement
This agreement (the “Agreement”) evidences a stock option granted by Planet Fitness, Inc. (the “Company”) to the undersigned (the “Optionee”),
pursuant to and subject to the terms of the Planet Fitness, Inc. 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
1. Grant of Stock Option. The Company grants to the Optionee on the date set forth above (the “Date of Grant”) an option (the “Stock Option”) to purchase,
on the terms provided herein and in the Plan, the number of shares of Stock set forth above (the “Shares”) with an exercise price per Share as set forth
above, in each case subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.
The Stock Option evidenced by this Agreement is a non-statutory option (that is, an option that does not qualify as an incentive stock option under Section
422 of the Code) and is granted to the Optionee in connection with the Optionee’s employment by the Company and its qualifying subsidiaries. For
purposes of the immediately preceding sentence, “qualifying subsidiary” means a subsidiary of the Company as to which the Company has a “controlling
interest” as described in Treas. Regs. §1.409A-1(b)(5)(iii)(E)(1).
2. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
3. Vesting; Method of Exercise; Treatment of the Stock Option upon Cessation of Employment.
a. Vesting. As used herein with respect to the Stock Option or any portion thereof, the term “vest” means to become exercisable and the term
“vested” as applied to the Stock Option (or any portion thereof) means that the Stock Option is then exercisable, subject in each case to the terms
of the Plan. Unless earlier terminated, forfeited, relinquished or expired, the Stock Option will vest as to one-fourth (1/4) of the Shares subject to
the Stock Option on each of the first, second, third and fourth anniversaries of the Date of Grant (each, a “vesting anniversary date” and the
fourth anniversary of the Date of Grant, the “final vesting anniversary date”). The number of Shares that vest on any of the foregoing dates will
be rounded down to the nearest whole Share, with the Stock Option becoming vested as to 100% of the Shares on the final vesting anniversary
date. Notwithstanding the foregoing, Shares subject to the Stock Option shall not vest on any vesting anniversary date unless the Optionee has
remained in continuous Employment with the Company from the Date of Grant through the applicable vesting anniversary date.
b. Exercise of the Stock Option. No portion of the Stock Option may be exercised until such portion vests. Each election to exercise any vested
portion of the Stock Option will be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or a permitted
transferee, if any (or in such other form as is acceptable to the Administrator). Each such exercise election must be received by the Company at
its principal office or by such other party as the Administrator may prescribe and be accompanied by payment in full as provided in the Plan. The
exercise price may be paid (i) by cash or check acceptable to the Administrator, (ii) to the extent permitted by the
Administrator, through a broker-assisted cashless exercise program acceptable to the Administrator, (iii) by such other means, if any, as may be
acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment. In the event that the Stock Option is
exercised by a person other than the Optionee, the Company will be under no obligation to deliver the Shares unless and until it is satisfied as to
the authority of such person to exercise the Stock Option and compliance with applicable securities laws. The latest date on which the Stock
Option or any portion thereof may be exercised will be the 10 anniversary of the Date of Grant (the “Final Exercise Date”). If the Stock Option
is not exercised by the Final Exercise Date, the Stock Option or any remaining portion thereof will thereupon immediately terminate.
th
c. Treatment of the Stock Option upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already
vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows:
i.
ii.
iii.
Subject to clauses (ii) and (iii) below, the Stock Option to the extent vested immediately prior to the cessation of the Optionee’s
Employment will remain exercisable until the earlier of (A) three months following the date of such cessation of Employment, or (B)
the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately
terminate.
Subject to clause (iii) below, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment
due to his or her death or due to the termination of the Optionee’s Employment by the Company due to his or her Disability, will remain
exercisable until the earlier of (A) one year following the date of such cessation of Employment, or (B) the Final Exercise Date, and
except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate.
The Stock Option (whether or not vested) will terminate and be forfeited immediately prior to the cessation of the Optionee’s
Employment if the Optionee’s Employment is terminated for Cause or if the cessation of the Optionee’s Employment occurs in
circumstances that in the sole determination of the Administrator would have constituted grounds for the Participant’s Employment to
be terminated for Cause.
4. Forfeiture; Recovery of Compensation.
a. The Administrator may cancel, rescind, withhold or otherwise limit or restrict the Stock Option at any time if the Optionee is not in compliance
with all applicable provisions of this Agreement and the Plan.
b. By accepting the Stock Option, the Optionee expressly acknowledges and agrees that his or her rights (and those of any permitted transferee),
under the Stock Option, including to any Shares acquired under the Stock Option or proceeds from the disposition thereof, are subject to Section
6(a)(5) of the Plan (including any successor provision). Nothing in the preceding sentence shall be construed as limiting the general application
of Section 8 of this Agreement.
5. Transfer of Stock Option. The Stock Option may not be transferred except as expressly permitted under Section 6(a)(3) of the Plan.
6. Withholding. The Optionee expressly acknowledges and agrees that the Optionee’s rights hereunder, including the right to be issued Shares upon exercise,
are subject to the Optionee promptly paying to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion)
all taxes required to be withheld. No Shares will be transferred pursuant to the exercise of this Stock Option unless and until the person exercising this
Stock Option has remitted to the Company an amount sufficient to satisfy any federal, state or local
withholding tax requirements, or has made other arrangements satisfactory to the Administrator with respect to such taxes. The Optionee authorizes the
Company and its Affiliates to withhold such amounts from any amounts otherwise owed to the Optionee, but nothing in this sentence shall be construed as
relieving the Optionee of any liability for satisfying his or her obligations under the preceding provisions of this Section.
7. Effect on Employment. Neither the grant of the Stock Option, nor the issuance of Shares upon exercise of the Stock Option, will give the Optionee any
right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or
discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.
8. Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the
Plan as in effect on the Date of Grant has been furnished to the Optionee. By acceptance of the Stock Option, the Optionee agrees to be bound by the
terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.
9. Acknowledgements. By accepting the Stock Option, the Optionee agrees to be bound by, and agrees that the Stock Option is subject in all respects to, the
terms of the Plan. The Optionee acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall be an
original and all of which together shall constitute one and the same instrument, (ii) this Agreement may be executed and exchanged using facsimile,
portable document format (PDF) or electronic signature, which, in each case, shall constitute an original signature for all purposes hereunder and (iii) such
signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the
Optionee. By executing this Agreement, the Optionee acknowledges and agrees that the Optionee has received and understands the Company’s Executive
Compensation Recoupment Policy (as such policy is amended, amended and restated or superseded from time to time, the “Clawback Policy”), that the
Clawback Policy applies and will continue to apply to the Optionee during and after the Optionee’s employment in accordance with its terms and that the
Optionee has complied with and will continue to comply with the terms of the Clawback Policy.
[The remainder of this page is intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.
planet fitness, inc.
By:___________________________
Name: Christopher Rondeau
Title: CEO
Dated: [●]
Acknowledged and Agreed:
By_______________________
Name: [●]
Exhibit 10.18
Name:
Target Number of [INSERT TYPE OF UNITS] subject to Award:
Date of Grant:
[●]
[●]
[●]
PLANET FITNESS, INC.
2015 OMNIBUS INCENTIVE PLAN
[INSERT PERFORMANCE SHARE UNIT OR RESTRICTED STOCK UNIT, AS APPLICABLE] AGREEMENT
This agreement (this “Agreement”) evidences an award (the “Award”) of [INSERT TYPE OF UNITS] granted by Planet Fitness, Inc. (the “Company”) to
the undersigned (the “Grantee”) pursuant to and subject to the terms of the Planet Fitness, Inc. 2015 Omnibus Incentive Plan (as amended from time to time, the
“Plan”).
1. Grant of [INSERT TYPE OF UNITS]. On the date of grant set forth above (the “Grant Date”) the Company granted to the Grantee an award
consisting of the right to receive, without payment but subject to the terms and conditions provided herein and in the Plan, one share of Stock (a “Share”) with
respect to each [INSERT TYPE OF UNITS] forming part of the Award, in each case, subject to adjustment pursuant to Section 7 of the Plan in respect of
transactions occurring after the date hereof.
2. Vesting, etc. [INSERT TIME BASED OR PERFROMANCE BASED VESTING CONDITIONS AND SCHEDULE, AS APPLICABLE]
subject to the Grantee’s continued Employment with the Company] through the applicable vesting date. If the Grantee’s Employment with the Company ceases for
any reason, the Award, to the extent not already vested, will be automatically and immediately forfeited.
3. Delivery of Shares. The Company shall, as soon as practicable upon the vesting of the [INSERT TYPE OF UNITS] (but in no event later than
March 15 of the year following the year in which such [INSERT TYPE OF UNITS), effect delivery of the Shares with respect to such vested [INSERT TYPE OF
UNITS] to the Grantee. No Shares will be issued pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Shares
have been complied with to the satisfaction of the Administrator.
4. Dividends; Other Rights. The Award shall not be interpreted to bestow upon the Grantee any equity interest or ownership in the Company
prior to the date on which the Company actually delivers Shares to the Grantee (if any). The Grantee is not entitled to vote any Shares by reason of the granting of
this Award or to receive or be credited with any dividends declared and payable on any Share prior to the date on which any such Share is delivered to the Grantee
hereunder. The Grantee shall have the rights of a shareholder only as to those Shares, if any, that are actually delivered under this Award.
5. Forfeiture; Recovery of Compensation.
all applicable provisions of the Agreement and the Plan.
(a) The Administrator may cancel, rescind, withhold or otherwise limit or restrict the Award at any time if the Grantee is not in compliance with
(b) By accepting the Award, the Grantee expressly acknowledges and agrees that his or her rights (and those of any permitted transferee) under
the Award, including any Shares acquired under the Award or any proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any
successor provision). Nothing in the preceding sentence shall be construed as limiting the general application of Section 9 of this Agreement.
-1-
6. Nontransferability. Neither the Award nor the [INSERT TYPE OF UNITS] may be transferred except in accordance with Section 6(a)(3) of the Plan.
7. Certain Tax Matters.
(a) The Grantee expressly acknowledges and agrees that the Grantee’s rights hereunder, including the right to be issued Shares upon vesting, are
subject to the Grantee promptly paying to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes
required to be withheld. No Shares will be transferred pursuant to the vesting of the [INSERT TYPE OF UNITS] unless and until the Grantee has remitted to the
Company an amount sufficient to satisfy any federal, state or local withholding tax requirements, or has made other arrangements satisfactory to the Administrator
with respect to such taxes. The Grantee authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise owed to the Grantee, but
nothing in this sentence shall be construed as relieving the Grantee of any liability for satisfying his or her obligations under the preceding provisions of this
Section. The Company shall have no liability or obligation relating to the foregoing.
Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award.
(b) The Grantee expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver
(c) The Award is intended to be exempt from the requirements of Section 409A and the Plan and this Agreement shall be administered and
interpreted in a manner consistent with this intent. Notwithstanding the foregoing, in no event shall the Company or any of its Affiliates be liable for all or any
portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A.
8. Effect on Employment. Neither the grant of the [INSERT TYPE OF UNITS], nor the delivery of Shares upon vesting of the Award, will give the
Grantee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to
discharge or discipline the Grantee at any time, or affect any right of the Grantee to terminate his or her employment at any time.
9. Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the
Plan as in effect on the Grant Date has been furnished to the Grantee. By acceptance of the Award, the Grantee agrees to be bound by the terms of the Plan and this
Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.
10. Acknowledgements. By accepting the Award, the Grantee agrees to be bound by, and agrees that the Award and the [INSERT TYPE OF UNITS] are
subject in all respects to, the terms of the Plan. The Grantee further acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute one and the same instrument, (ii) this Agreement may be executed and exchanged using
facsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitute an original signature for all purposes hereunder and (iii)
such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the
Grantee. By executing this Agreement, the Grantee acknowledges and agrees that the Grantee has received and understands the Company’s Executive
Compensation Recoupment Policy (as such policy is amended, amended and restated or superseded from time to time, the “Clawback Policy”), that the Clawback
Policy applies and will continue to apply to the Grantee during and after the Grantee’s employment in accordance with its terms, and that the Grantee has complied
with and will continue to comply with the terms of the Clawback Policy.
[Signature page follows.]
-2-
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.
PLANET FITNESS, INC.
By:___________________________
Name: Christopher Rondeau
Title: CEO
Dated: [●]
Acknowledged and Agreed:
By:___________________________
Name: [●]
[Signature Page to [INSERT TYPE OF UNITS] Agreement]
SCHEDULE A
[INSERT ADDITIONAL VESTING OR PERFORMANCE TERMS, AS APPLICABLE]
SUBSIDIARIES OF PLANET FITNESS, INC.
Exhibit 21.1
ENTITY
Pla-Fit Holdings, LLC
Planet Intermediate, LLC
Planet Fitness Holdings, LLC
Planet Fitness SPV Guarantor LLC
Planet Fitness Master Issuer LLC
Planet Fitness Franchising LLC
Planet Fitness Distribution LLC
Planet Fitness Assetco LLC
Planet Fitness Australia Pty Ltd
Planet Fitness Australia Franchise Pty Ltd
Planet Fitness Australia Equipment Pty Ltd
Planet Fitness Australia Holdings, LLC
Planet Fitness Realco, LLC
Pla-Fit Health LLC
PF Coventry, LLC
Pla-Fit Health NJNY LLC
Bayonne Fitness Group, LLC
Bayshore Fitness Group LLC
601 Washington Street Fitness Group, LLC
Levittown Fitness Group, LLC
Long Island Fitness Group, LLC
Melville Fitness Group, LLC
Peekskill Fitness Group, LLC
Carle Place Fitness LLC
Edison Fitness Group LLC
1040 South Broadway Fitness Group
JFZ LLC
Pla-Fit Colorado LLC
PF Derry LLC
PFCA LLC
PF Vallejo, LLC
Pizzazz, LLC
PFPA, LLC
PF Kingston, LLC
Pla-Fit Warminster LLC
Pizzazz II, LLC
PF Greensburg LLC
PF Erie LLC
PFIP International
Planet Fitness International Franchise
Planet Fitness Equipment LLC
Pla-Fit Canada Inc.
Pla-Fit Canada Franchise Inc.
Pla-Fit Franchise LLC
PFIP, LLC
Planet Fitness NAF, LLC
Planet Fitness Mexico Holdings, LLC
Planet Fitness Mexico S. DE R.L. DE C.V.
Planet Fitness Disaster Relief Fund
JURISDICTION
Delaware
Delaware
New Hampshire
Delaware
Delaware
Delaware
Delaware
Delaware
Australia
Australia
Australia
New Hampshire
Delaware
New Hampshire
New Hampshire
New Hampshire
New Jersey
New York
New York
New York
New York
New York
New York
New York
New Jersey
New York
New Hampshire
New Hampshire
New Hampshire
New Hampshire
California
Pennsylvania
New Hampshire
New Hampshire
New Hampshire
Pennsylvania
Pennsylvania
Pennsylvania
Cayman Islands
Cayman Islands
New Hampshire
British Columbia
British Columbia
New Hampshire
New Hampshire
New Hampshire
New Hampshire
Mexico
New Hampshire
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
The Board of Directors
Planet Fitness, Inc.:
We consent to the incorporation by reference in the registration statements (Nos. 333‑224887 and 333‑206158) on Form S‑8 and statements (Nos. 333‑213417 and
333‑215317) on Form S‑3 of Planet Fitness, Inc. of our reports dated March 1, 2021, with respect to the consolidated balance sheets of Planet Fitness, Inc. and
subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity for
each of the years in the three‑year period ended December 31, 2020, and the related notes and financial statement Schedule II‑Valuation and Qualifying Accounts
(collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2020, which reports
appear in the December 31, 2020 annual report on Form 10‑K of Planet Fitness, Inc.
Our report on the consolidated financial statements refers to a change in the method for accounting for leases as of January 1, 2019 due to the adoption of ASC
Topic 842, Leases.
Boston, Massachusetts
March 1, 2021
/s/ KPMG LLP
Exhibit 31.1
I, Chris Rondeau, certify that:
1.
I have reviewed this annual report on Form 10-K of Planet Fitness, Inc. (the “registrant”);
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
(d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: March 1, 2021
/s/ Christopher Rondeau
Christopher Rondeau
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
I, Thomas Fitzgerald, certify that:
1.
I have reviewed this annual report on Form 10-K of Planet Fitness, Inc. (the “registrant”);
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
(d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: March 1, 2021
/s/ Thomas Fitzgerald
Thomas Fitzgerald
Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the annual report of Planet Fitness, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Chris Rondeau, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
•
•
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the
periods presented therein.
Date: March 1, 2021
/s/ Christopher Rondeau
Christopher Rondeau
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the annual report of Planet Fitness, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Thomas Fitzgerald, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
•
•
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the
periods presented therein.
Date: March 1, 2021
/s/ Thomas Fitzgerald
Thomas Fitzgerald
Chief Financial Officer
(Principal Financial Officer)