UNITED STATES
SECURITIES AND EXCHANGE COMMIScSION
WASHINGTON, D.C. 20549
 
 FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
May 5, 2020
Date of Report (Date of earliest event reported)  
 Planet Fitness, Inc.
(Exact name of registrant as specified in its charter)

					
 	 	 	 	 	
Delaware	 	001-37534	 	38-3942097	
(State or other jurisdiction of incorporation)	 	(Commission File Number)	 	(I.R.S. Employer Identification No.)	
4 Liberty Lane West
Hampton, NH 03842
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (603) 750-0001
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	
		
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

	
		
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

	
		
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

	
		
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Securities registered pursuant to Section 12(b) of the Exchange act:

			
Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Class A common stock, $0.0001 Par Value	PLNT	New York Stock Exchange	

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

	
		
Item 2.02	Results of Operations and Financial Condition.	
On May 5, 2020, Planet Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2020. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

	
		
Item 9.01	Financial Statements and Exhibits.	

	
		
(d)	Exhibits	

	

Exhibit No.	  	Description	
 	 	
99.1	  	Press Release dated May 5, 2020	
104	 	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)	

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	

PLANET FITNESS, INC.	
 	 	
By:	 	/s/ Thomas Fitzgerald	
Name:
Title:	 	Thomas Fitzgerald
Chief Financial Officer	
Dated: May 5, 2020

Exhibit 99.1
Planet Fitness, Inc. Announces First Quarter 2020 Results and Provides COVID-19 Update

Hampton, NH, May 5, 2020 - Today, Planet Fitness, Inc. (NYSE:PLNT) reported financial results for its first quarter ended March 31, 2020 and provided a further update on its response to COVID-19.
“We entered 2020 with very good momentum and the new fiscal year got off to a strong start,” said Chris Rondeau, Chief Executive Officer. “The outbreak of COVID-19 in the U.S. has significantly disrupted our business as well as everyday life. In an effort to protect our members, team members and communities, we and our franchisees made the decision to temporarily close all Planet Fitness stores mid-March. We also took several actions to further strengthen our financial liquidity and flexibility during these unprecedented times. We are working closely with our franchisees and assessing recommendations from state and local governments and health authorities on plans for safely reopening our stores. While there is still uncertainty about the ultimate impact COVID-19 will have on our industry and the overall economy, I am confident that Planet Fitness will emerge from this period well-positioned to further expand its leadership role in the fitness industry.”
COVID-19 Update
The majority of stores remain temporarily closed and will reopen when local authorities issue guidelines authorizing the reopening of fitness centers, which has begun to happen in certain localities. Below is a summary of the current status of Planet Fitness and the actions taken to mitigate the financial impact of COVID-19 and preserve liquidity to-date.

•	Board of Director and Executive Compensation: The Company’s Chief Executive Officer, President, Chief Financial and Chief Digital and Information Officers have significantly reduced their base salaries. In addition, the base salaries of other members of senior management were reduced in graduated amounts. The Board of Directors has suspended payment of the annual cash retainer to non-employee directors.	
		
•	Corporate-owned stores: We have temporarily furloughed all employees except the store manager at each corporate-owned store location while the store remains closed. These employees are able to continue receiving benefits from the Company.	
		
•	Corporate Office: Our corporate headquarters remains closed and our employees are working remotely to ensure their well-being.	
		
•	Credit Facility: We fully drew down our $75.0 million Variable Funding Notes to provide additional liquidity.	
		
•	Share Repurchase: We have suspended share repurchases to preserve liquidity and flexibility.	
		
•	Capital Expenditures: Capital expenditures have been deferred, including new corporate-owned store openings and investments in existing corporate-owned stores.	
We have not recognized first quarter revenue related to monthly membership dues collected in March before stores closed due to COVID-19 because as previously announced, members will be credited for any membership dues paid for periods when our stores were closed. We expect to recognize franchise revenue and corporate-owned store revenue associated with those membership dues as stores reopen. Those deferrals have had a significant impact on our first quarter financial results. In addition to these first quarter impacts we expect decreased new store development and remodels, as well as decreased replacement equipment sales for 2020 as a result of the COVID-19 pandemic.
First Quarter Fiscal 2020 results
		
•	Total revenue decreased from the prior year period by 14.5% to $127.2 million.	

•	System-wide same store sales increased 9.8%.	

•	Net income attributable to Planet Fitness, Inc. was $8.6 million, or $0.11 per diluted share, compared to net income attributable to Planet Fitness, Inc. of $27.4 million, or $0.32 per diluted share in the prior year period.	
		
•	Net income decreased 67.2% to $10.4 million, compared to net income of $31.6 million in the prior year period.	
		
•	Adjusted net income(1) decreased 56.0% to $14.4 million, or $0.16 per diluted share, compared to $32.7 million, or $0.35 per diluted share in the prior year period.	
		
•	Adjusted EBITDA(1) decreased 26.6% to $46.5 million from $63.4 million in the prior year period.	
		
•	39 new Planet Fitness stores were opened during the period, bringing system-wide total stores to 2,039 as of March 31, 2020.	
		
•	Cash and cash equivalents as of March 31, 2020 was $547.5 million.	

(1) Adjusted net income and Adjusted EBITDA are non-GAAP measures. For reconciliations of Adjusted EBITDA and Adjusted net income to U.S. GAAP (“GAAP”) net income see “Non-GAAP Financial Measures” accompanying this press release.
Operating Results for the First Quarter Ended March 31, 2020
For the first quarter 2020, total revenue decreased $21.6 million or 14.5% to $127.2 million from $148.8 million in the prior year period which included system-wide same store sales growth of 9.8%. By segment:

•	Franchise segment revenue decreased $7.2 million or 11.0% to $58.5 million from $65.8 million in the prior year period, and franchise segment same store sales increased 10.0%. The $58.5 million of franchise segment revenue for the first quarter 2020 does not reflect $18.7 million of deferred royalty and national advertising fund revenue that was collected but not recognized as a result of temporary store closures related to COVID-19;	

•	Corporate-owned stores segment revenue increased $2.5 million or 6.5% to $40.5 million from $38.0 million in the prior year period, and corporate-owned store same store sales increased 7.3%. The $2.5 million increase was driven by higher revenue of $5.5 million from corporate-owned stores opened or acquired since January 1, 2019, partially offset by lower revenue of $3.0 million from corporate-owned stores included in the same store sales base. The $40.5 million corporate-owned stores revenue for the first quarter 2020 does not reflect $5.9 million of deferred revenue that was collected but not recognized as a result of temporary store closures related to COVID-19; and	

•	Equipment segment revenue decreased $16.8 million or 37.4% to $28.2 million from $45.0 million in the prior year period, due to lower equipment sales to new and existing franchisee-owned stores in the three months ended March 31, 2020 compared to the three months ended March 31, 2019. Included in the decrease is $10.0 million of lower revenue due to COVID-19.	
For the first quarter of 2020, net income attributable to Planet Fitness, Inc. was $8.6 million, or $0.11 per diluted share, compared to net income attributable to Planet Fitness, Inc. of $27.4 million, or $0.32 per diluted share in the prior year period. Net income was $10.4 million in the first quarter of 2020 compared to $31.6 million in the prior year period. Adjusted net income decreased 56.0% to $14.4 million, or $0.16 per diluted share, from $32.7 million, or $0.35 per diluted share in the prior year period. Adjusted net income has been adjusted to reflect a normalized federal income tax rate of 26.8% for the current year period and 26.6% for the comparable prior year period and excludes certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see “Non-GAAP Financial Measures”).
Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see “Non-GAAP Financial Measures”), decreased 26.6% to $46.5 million from $63.4 million in the prior year period.
Segment EBITDA represents our Total Segment EBITDA broken down by the Company’s reportable segments. Total Segment EBITDA is equal to EBITDA, which is defined as net income before interest, taxes, depreciation and amortization (see “Non-GAAP Financial Measures”).

•	Franchise segment EBITDA decreased $10.6 million or 22.4% to $36.7 million. Franchise segment EBITDA for the first quarter 2020 does not reflect $18.7 million of deferred royalty and national advertising fund revenue that was collected but not recognized as a result of temporary store closures related to COVID-19.	

•	Corporate-owned stores segment EBITDA decreased $3.6 million or 22.9% to $12.0 million. Corporate-owned stores segment EBITDA for the first quarter 2020 does not reflect $5.9 million of deferred revenue that was collected but not recognized as a result of temporary store closures related to COVID-19; and	

•	Equipment segment EBITDA decreased by $4.0 million or 38.8% to $6.4 million driven by lower equipment sales lower equipment sales to new and existing franchisee-owned stores. Included in the decrease was approximately $2.5 million due to COVID-19 related closures and travel restrictions.	
2020 Outlook
For the year ending December 31, 2020, the Company previously withdrew guidance as a result of uncertainty due to the COVID-19 pandemic. The Company is not providing an update at this time.

Presentation of Financial Measures
Planet Fitness, Inc. (the “Company”) was formed in March 2015 for the purpose of facilitating the initial public offering (the “IPO”) and related recapitalization transactions that occurred in August 2015, and in order to carry on the business of Pla-Fit Holdings, LLC (“Pla-Fit Holdings”) and its subsidiaries. As the sole managing member of Pla-Fit Holdings, the Company operates and controls all of the business and affairs of Pla-Fit Holdings, and through Pla-Fit Holdings, conducts its business. As a result, the Company consolidates Pla-Fit Holdings’ financial results and reports a non-controlling interest related to the portion of Pla-Fit Holdings not owned by the Company.
The financial information presented in this press release includes non-GAAP financial measures such as EBITDA, Segment EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted, to provide measures that we believe are useful to investors in evaluating the Company’s performance. These non-GAAP financial measures are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered in isolation or as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted. The Company’s presentation of Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted, should not be construed as an inference that the Company’s future results will be unaffected by similar amounts or other unusual or nonrecurring items. See the tables at the end of this press release for a reconciliation of EBITDA, Adjusted EBITDA, Total Segment EBITDA, Adjusted net income, and Adjusted net income per share, diluted, to their most directly comparable GAAP financial measure.
Same store sales refers to year-over-year sales comparisons for the same store sales base of both corporate-owned and franchisee-owned stores, which is calculated for a given period by including only sales from stores that had sales in the comparable months of both years. We define the same store sales base to include those stores that have been open and for which monthly membership dues have been billed for longer than 12 months. We measure same store sales based solely upon monthly dues billed to members of our corporate-owned and franchisee-owned stores. As a result of COVID-19, 130 franchisee-owned stores and nine corporate-owned stores that would have been in the same store sales base closed prior to the March draft and did not draft in March. These stores were excluded from the same store sales base for March in the same store sales calculation for the three months ended March 31, 2020.
The non-GAAP financial measures used in our full-year outlook will differ from net income and net income per share, diluted, determined in accordance with GAAP in ways similar to those described in the reconciliations at the end of this press release. We do not provide guidance for net income or net income per share, diluted, determined in accordance with GAAP or a reconciliation of guidance for Adjusted net income and Adjusted net income per share, diluted, to the most directly comparable GAAP measure because we are not able to predict with reasonable certainty the amount or nature of all items that will be included in our net income and net income per share, diluted, for the year ending December 31, 2020. These items are uncertain, depend on many factors and could have a material impact on our net income and net income per share, diluted, for the year ending December 31, 2020.
Investor Conference Call
The Company will hold a conference call at 4:30 pm (ET) on May 5, 2020 to discuss the news announced in this press release. A live webcast of the conference call will be accessible at www.planetfitness.com via the “Investor Relations” link. The webcast will be archived on the website for one year.
About Planet Fitness
Founded in 1992 in Dover, NH, Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the United States by number of members and locations. As of March 31, 2020, Planet Fitness had more than 15.5 million members and 2,039 stores in 50 states, the District of Columbia, Puerto Rico, Canada, the Dominican Republic, Panama, Mexico and Australia. The Company’s mission is to enhance people’s lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone®. More than 95% of Planet Fitness stores are owned and operated by independent business men and women.
Investor Contact:
Brendon Frey, ICR
brendon.frey@icrinc.com
203-682-8200
Media Contacts:
McCall Gosselin, Planet Fitness
mccall.gosselin@pfhq.com

603-957-4650
Julia Young, ICR
julia.young@icrinc.com
646-277-1280
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include the Company’s statements with respect to expected future performance presented under the heading “2020 Outlook,” those attributed to the Company’s Chief Executive Officer in this press release, the Company's statements about its share repurchase program and its actions to mitigate the effects of COVID-19, and other statements, estimates and projections that do not relate solely to historical facts. Forward-looking statements can be identified by words such as "believe," “expect,” “goal,” plan,” “will,” “prospects,” “future,” “strategy” and similar references to future periods, although not all forward-looking statements include these identifying words. Forward-looking statements are not assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of the business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results to differ materially include risks and uncertainties associated with the duration and impact of COVID-19, which has resulted in store closures and may give rise to or heighten one or more of the other risks and uncertainties described herein, competition in the fitness industry, the Company’s and franchisees’ ability to attract and retain new members, the Company's and franchisees' ability to identify and secure suitable sites for new franchise stores, changes in consumer demand, changes in equipment costs, the Company’s ability to expand into new markets domestically and internationally, operating costs for the Company and franchisees generally, availability and cost of capital for franchisees, acquisition activity, developments and changes in laws and regulations, our substantial increased indebtedness as a result of our refinancing and securitization transactions and our ability to incur additional indebtedness or refinance that indebtedness in the future, our future financial performance and our ability to pay principal and interest on our indebtedness, our corporate structure and tax receivable agreements, failures, interruptions or security breaches of the Company's information systems or technology, general economic conditions and the other factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2019, and the Company’s other filings with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in forward-looking statements, investors should not place undue reliance on forward-looking statements, which reflect the Company’s views only as of the date of this press release. Except as required by law, neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this release, whether as a result of new information, future developments or otherwise.

Planet Fitness, Inc. and subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in thousands, except per share amounts)

	
									
 	 	For the three months ended
March 31,	
 	 	2020	 	2019	
Revenue:	 	 		 	 		
Franchise	 	$	48,910		 	$	52,956		
Commission income	 	390		 	994		
National advertising fund revenue	 	9,229		 	11,812		
Corporate-owned stores	 	40,516		 	38,044		
Equipment	 	28,186		 	45,011		
Total revenue	 	127,231		 	148,817		
Operating costs and expenses:	 	 	 	 	
Cost of revenue	 	21,846		 	34,486		
Store operations	 	26,157		 	20,905		
Selling, general and administrative	 	16,953		 	18,154		
National advertising fund expense	 	15,205		 	11,812		
Depreciation and amortization	 	12,792		 	9,907		
Other loss	 	11		 	368		
Total operating costs and expenses	 	92,964		 	95,632		
Income from operations	 	34,267		 	53,185		
Other expense, net:	 	 	 	 	
Interest income	 	1,927		 	1,798		
Interest expense	 	(20,240	)	 	(14,749	)	
Other expense	 	(687	)	 	(3,318	)	
Total other expense, net	 	(19,000	)	 	(16,269	)	
Income before income taxes	 	15,267		 	36,916		
Provision for income taxes	 	4,884		 	5,277		
Net income	 	10,383		 	31,639		
Less net income attributable to non-controlling interests	 	1,776		 	4,230		
Net income attributable to Planet Fitness, Inc.	 	$	8,607		 	$	27,409		
Net income per share of Class A common stock:	 	 	 	 	
Basic	 	$	0.11		 	$	0.33		
Diluted	 	$	0.11		 	$	0.32		
Weighted-average shares of Class A common stock outstanding:	 	 	 	 	
Basic	 	79,098		 	83,806		
Diluted	 	79,723		 	84,425		

Planet Fitness, Inc. and subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(Amounts in thousands, except per share amounts)

	
									
 	 	March 31, 2020	 	December 31, 2019	
Assets	 	 	 	 	
Current assets:	 	 	 	 	
Cash and cash equivalents	 	$	547,494		 	$	436,256		
Restricted cash	 	63,226		 	42,539		
Accounts receivable, net of allowance for bad debts of $79 and $111 at March 31, 2020 and
December 31, 2019, respectively	 	21,082		 	42,268		
Inventory	 	2,820		 	877		
Deferred expenses – national advertising fund	 	10,363		 	—		
Prepaid expenses	 	7,263		 	8,025		
Other receivables	 	9,969		 	9,226		
Other current assets	 	2,253		 	947		
Total current assets	 	664,470		 	540,138		
Property and equipment, net of accumulated depreciation of $81,585 and $73,621 at March 31, 2020
and December 31, 2019, respectively	 	145,114		 	145,481		
Right of use assets, net	 	150,284		 	155,633		
Intangible assets, net	 	229,709		 	233,921		
Goodwill	 	227,821		 	227,821		
Deferred income taxes	 	456,322		 	412,293		
Other assets, net	 	1,916		 	1,903		
Total assets	 	$	1,875,636		 	$	1,717,190		
Liabilities and stockholders' deficit	 	 	 	 	
Current liabilities:	 	 	 	 	
Current maturities of long-term debt	 	$	17,500		 	$	17,500		
Accounts payable	 	37,640		 	21,267		
Accrued expenses	 	21,063		 	31,623		
Equipment deposits	 	5,394		 	3,008		
Deferred revenue, current	 	53,593		 	27,596		
Payable pursuant to tax benefit arrangements, current	 	26,468		 	26,468		
Other current liabilities	 	18,506		 	18,016		
Total current liabilities	 	180,164		 	145,478		
Long-term debt, net of current maturities	 	1,684,727		 	1,687,505		
Borrowings under Variable Funding Notes	 	75,000		 	—		
Lease liabilities, net of current portion	 	148,006		 	152,920		
Deferred revenue, net of current portion	 	34,193		 	34,458		
Deferred tax liabilities	 	1,139		 	1,116		
Payable pursuant to tax benefit arrangements, net of current portion	 	442,243		 	400,748		
Other liabilities	 	2,333		 	2,719		
Total noncurrent liabilities	 	2,387,641		 	2,279,466		
Stockholders' equity (deficit):	 	 	 	 	
Class A common stock, $.0001 par value - 300,000 authorized, 79,928 and 78,525 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	 	8		 	8		
Class B common stock, $.0001 par value - 100,000 authorized, 6,501 and 8,562 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	 	1		 	1		
Accumulated other comprehensive income	 	(306	)	 	303		
Additional paid in capital	 	36,460		 	29,820		
Accumulated deficit	 	(727,946	)	 	(736,587	)	
Total stockholders' deficit attributable to Planet Fitness, Inc.	 	(691,783	)	 	(706,455	)	
Non-controlling interests	 	(386	)	 	(1,299	)	
Total stockholders' deficit	 	(692,169	)	 	(707,754	)	
Total liabilities and stockholders' deficit	 	$	1,875,636		 	$	1,717,190		

Planet Fitness, Inc. and subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands, except per share amounts)

	
									
 	 	For the three months ended March 31,	
 	 	2020	 	2019	
Cash flows from operating activities:	 	 		 	 		
Net income	 	$	10,383		 	$	31,639		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
Depreciation and amortization	 	12,792		 	9,907		
Amortization of deferred financing costs	 	1,587		 	1,356		
Amortization of asset retirement obligations	 	7		 	221		
Deferred tax expense	 	4,126		 	2,165		
Loss (gain) on re-measurement of tax benefit arrangement	 	(502	)	 	3,373		
Provision for bad debts	 	(33	)	 	2		
Equity-based compensation	 	947		 	1,315		
Other	 	993		 	(269	)	
Changes in operating assets and liabilities, excluding effects of acquisitions:	 	 	 	 	
Accounts receivable	 	21,409		 	20,032		
Inventory	 	(1,943	)	 	1,677		
Other assets and other current assets	 	(250	)	 	(2,648	)	
National advertising fund	 	(10,363	)	 	(6,500	)	
Accounts payable and accrued expenses	 	6,381		 	(14,640	)	
Other liabilities and other current liabilities	 	(249	)	 	214		
Income taxes	 	(1,315	)	 	1,768		
Equipment deposits	 	2,386		 	4,594		
Deferred revenue	 	25,992		 	3,668		
Leases and deferred rent	 	774		 	60		
Net cash provided by operating activities	 	73,122		 	57,934		
Cash flows from investing activities:	 	 	 	 	
Additions to property and equipment	 	(9,110	)	 	(7,471	)	
Proceeds from sale of property and equipment	 	135		 	21		
Net cash used in investing activities	 	(8,975	)	 	(7,450	)	
Cash flows from financing activities:	 	 	 	 	
Principal payments on capital lease obligations	 	(41	)	 	(12	)	
Proceeds from borrowings under Variable Funding Notes	 	75,000		 	—		
Repayment of long-term debt	 	(4,375	)	 	(3,000	)	
Proceeds from issuance of Class A common stock	 	491		 	607		
Dividend equivalent payments	 	(57	)	 	(20	)	
Distributions to Continuing LLC Members	 	(1,600	)	 	(1,842	)	
Net cash (used in) provided by financing activities	 	69,418		 	(4,267	)	
Effects of exchange rate changes on cash and cash equivalents	 	(1,640	)	 	250		
Net increase in cash, cash equivalents and restricted cash	 	131,925		 	46,467		
Cash, cash equivalents and restricted cash, beginning of period	 	478,795		 	320,139		
Cash, cash equivalents and restricted cash, end of period	 	$	610,720		 	$	366,606		
Supplemental cash flow information:	 	 	 	 	
Net cash paid for income taxes	 	$	2,071		 	$	1,479		
Cash paid for interest	 	$	18,768		 	$	13,477		
Non-cash investing activities:	 	 	 	 	
Non-cash additions to property and equipment	 	$	2,319		 	$	4,151		

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)
(Amounts in thousands, except per share amounts)

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

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)
(Amounts in thousands, except per share amounts)

A reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure, is set forth below.

									
 	 	Three months ended March 31,	
 	 	2020	 	2019	
(in thousands)	 	 		 	 		
Net income	 	$	10,383		 	$	31,639		
Interest income	 	(1,927	)	 	(1,798	)	
Interest expense	 	20,240		 	14,749		
Provision for income taxes	 	4,884		 	5,277		
Depreciation and amortization	 	12,792		 	9,907		
EBITDA	 	$	46,372		 	$	59,774		
Purchase accounting adjustments-revenue(1)	 	68		 	74		
Purchase accounting adjustments-rent(2)	 	141		 	123		
Pre-opening costs(3)	 	361		 	1		
Tax benefit arrangement remeasurement(4)	 	(502	)	 	3,373		
Other(5)	 	93		 	14		
Adjusted EBITDA	 	$	46,533		 	$	63,359		

(1)	Represents the impact of revenue-related purchase accounting adjustments associated with the acquisition of Pla-Fit Holdings on November 8, 2012 by TSG (the “2012 Acquisition”). At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred ADA fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected upfront but recognizes for U.S. GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805—Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. These amounts represent the additional revenue that would have been recognized in these periods if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.	
		
(2)	Represents the impact of rent-related purchase accounting adjustments. In accordance with guidance in ASC 805 – Business Combinations, in connection with the 2012 Acquisition, the Company’s deferred rent liability was required to be written off as of the acquisition date and rent was recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall recorded 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 $41 and $44 in the three months ended March 31, 2020 and 2019, respectively, reflect the difference between the higher rent expense recorded in accordance with U.S. GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred. Adjustments of $100 and $79 in the three months ended March 31, 2020 and 2019, respectively, are due to the amortization of favorable and unfavorable leases. 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 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.	
		
(4)	Represents gains and losses related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate.	
		
(5)	Represents certain other charges and gains that we do not believe reflect our underlying business performance.	

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)
(Amounts in thousands, except per share amounts)

A reconciliation of Segment EBITDA to Total Segment EBITDA is set forth below.

									
 	 	Three months ended March 31,	
(in thousands)	 	2020	 	2019	
Segment EBITDA	 	 	 	 	
Franchise	 	$	36,746		 	$	47,360		
Corporate-owned stores	 	12,007		 	15,569		
Equipment	 	6,367		 	10,407		
Corporate and other	 	(8,748	)	 	(13,562	)	
Total Segment EBITDA(1)	 	$	46,372		 	$	59,774		
(1) Total Segment EBITDA is equal to EBITDA.
Adjusted Net Income and Adjusted Net Income per Diluted Share
Our presentation of adjusted net income assumes that all net income is attributable to Planet Fitness, Inc., which assumes the full exchange of all outstanding Holdings Units for shares of Class A common stock of Planet Fitness, Inc., adjusted for certain non-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 shares of Class A common stock outstanding plus any dilutive options and restricted stock units as calculated in accordance with GAAP and assuming the full exchange of all outstanding Holdings Units and corresponding Class B common stock as of the beginning of each period presented. Adjusted net income and Adjusted net income per share, diluted, are supplemental measures of operating performance that do not represent, and should not be considered, alternatives to net income and earnings per share, as calculated in accordance with GAAP. We believe Adjusted net income and Adjusted net income per share, diluted, supplement GAAP measures and enable us to more effectively evaluate our performance period-over-period. A reconciliation of 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.

									
 	 	Three months ended March 31,	
(in thousands, except per share amounts)	 	2020	 	2019	
Net income	 	$	10,383		 	$	31,639		
Provision for income taxes, as reported	 	4,884		 	5,277		
Purchase accounting adjustments-revenue(1)	 	68		 	74		
Purchase accounting adjustments-rent(2)	 	141		 	123		
Pre-opening costs(3)	 	361		 	1		
Tax benefit arrangement remeasurement(4)	 	(502	)	 	3,373		
Other(5)	 	93		 	14		
Purchase accounting amortization(6)	 	4,213		 	3,999		
Adjusted income before income taxes	 	$	19,641		 	$	44,500		
Adjusted income taxes(7)	 	5,264		 	11,837		
Adjusted net income	 	$	14,377		 	$	32,663		
 	 	 	 	 	
Adjusted net income per share, diluted	 	$	0.16		 	$	0.35		
 	 	 	 	 	
Adjusted weighted-average shares outstanding(8)	 	87,501		 	93,664		
		
(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 ADA fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected upfront but recognizes for U.S. GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805—Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. These amounts represent the additional revenue that would have been recognized in these periods if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.	

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)
(Amounts in thousands, except per share amounts)

		
(2)	Represents the impact of rent-related purchase accounting adjustments. In accordance with guidance in ASC 805 – Business Combinations, in connection with the 2012 Acquisition, the Company’s deferred rent liability was required to be written off as of the acquisition date and rent was recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall recorded 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 $41 and $44 in the three months ended March 31, 2020 and 2019, respectively, reflect the difference between the higher rent expense recorded in accordance with U.S. GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred. Adjustments of $100 and $79 in the three months ended March 31, 2020 and 2019, respectively, are due to the amortization of favorable and unfavorable leases. 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 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.	
		
(4)	Represents gains and losses related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate.	
		
(5)	Represents certain other charges and gains that we do not believe reflect our underlying business performance.	
		
(6)	Includes $3,096 of amortization of intangible assets, other than favorable leases, for the three months ended March 31, 2020 and 2019, recorded in connection with the 2012 Acquisition, and $1,117 and $904 of amortization of intangible assets for the three months ended March 31, 2020 and 2019, respectively, recorded in connection with historical acquisitions of franchisee-owned stores. The adjustment represents the amount of actual non-cash amortization expense recorded, in accordance with U.S. GAAP, in each period.	
		
(7)	Represents corporate income taxes at an assumed effective tax rate of 26.8% and 26.6% for the three months ended March 31, 2020 and 2019, respectively, applied to adjusted income before income taxes.	
		
(8)	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.	

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures
(Unaudited)
(Amounts in thousands, except per share amounts)

A reconciliation of net income per share, diluted, to Adjusted net income per share, diluted is set forth below for the three months ended March 31, 2020 and 2019:

																							
 	 	For the three months ended
March 31, 2020	 	For the three months ended
March 31, 2019	
(in thousands, except per share amounts)	 	Net income	 	Weighted Average Shares	 	Net income per share, diluted	 	Net income	 	Weighted Average Shares	 	Net income per share, diluted	
Net income attributable to Planet Fitness, Inc.(1)	 	$	8,607		 	79,723		 	$	0.11		 	$	27,409		 	84,425		 	$	0.32		
Assumed exchange of shares(2)	 	1,776		 	7,778		 	 	 	4,230		 	9,239		 	 	
Net Income	 	10,383		 	 	 	 	 	31,639		 	 	 	 	
Adjustments to arrive at adjusted income
   before income taxes(3)	 	9,258		 	 	 	 	 	12,861		 	 	 	 	
Adjusted income before income taxes	 	19,641		 	 	 	 	 	44,500		 	 	 	 	
Adjusted income taxes(4)	 	5,264		 	 	 	 	 	11,837		 	 	 	 	
Adjusted Net Income	 	$	14,377		 	87,501		 	$	0.16		 	$	32,663		 	93,664		 	$	0.35		
		
(1)	Represents net income attributable to Planet Fitness, Inc. and the associated weighted average shares, diluted of Class A common stock outstanding.	
		
(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 Class B common shares 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% and 26.6% for the three months ended March 31, 2020 and 2019, respectively, applied to adjusted income before income taxes.