Planet Fitness Inc
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
PLNT$61.34+0.4%Stored close · as of Nov 10, 2026
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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):
1 Report of Independent Registered Public Accounting Firm (PCAOB ID:185)
2 Consolidated Balance Sheets as of December 31, 2023 and 2022
3 Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021
4 Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021
5 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
6 Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021
7 Notes to Consolidated Financial Statements
(ii)Financial Statements Schedules
1 Schedule II – Valuation and Qualifying Accounts
Allowance For Uncollectible Amounts:
| (in thousands) | Balance at Beginning of Period | Provision for (recovery of) doubtful accounts, net | Write-offs and other | Balance at End of Period |
|---|---|---|---|---|
| December 31, 2023 | $— | $— | $— | $— |
| December 31, 2022 | $— | $— | $— | $— |
| December 31, 2021 | $7 | $10 | $(17) | $— |
Allowance For Credit Losses On Held To Maturity Investment:
| (in thousands) | Balance at Beginning of Period | (Gain) loss on adjustment of allowance for credit losses on held-to-maturity investment | Write-offs and other | Balance at End of Period |
|---|---|---|---|---|
| December 31, 2023 | $14,957 | $2,732 | $— | $17,689 |
| December 31, 2022 | $17,462 | $(2,505) | $— | $14,957 |
| December 31, 2021 | $— | $17,462 | $— | $17,462 |
Valuation Allowance On Deferred Tax Assets:
| (in thousands) | Balance at Beginning of Period | (Benefit) provision of allowance | Utilization of allowance | Balance at End of Period |
|---|---|---|---|---|
| December 31, 2023 | $4,037 | $903 | $— | $4,940 |
| December 31, 2022 | $4,630 | $(593) | $— | $4,037 |
| December 31, 2021 | $— | $4,630 | $— | $4,630 |
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.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibitnumber · Exhibitdescription · Filed herewith · Form · File no. · Exhibit · Filing date | |||||
| 2.1* | Equity Purchase Agreement, dated January 10, 2022, by and among the Company, Pla-Fit Holdings, LLC, Sunshine Fitness Growth Holdings, LLC, TSG7 A AIV III, L.P., Sunshine Fitness Group Holdings, LLC, Eric Dore, Shane McGuiness, Joseph Landau, The Glenn Dowler Irrevocable GST Trust of 2018, The Shannon Dowler Irrevocable GST Trust of 2018, Michael Hicks, The David W. Blevins Irrevocable GST Trust of 2020, and The Heather L. Blevins Irrevocable GST Trust of 2020, TSG7 A AIV III Holdings-A, L.P., TSG7 A AIV III Holdings, L.P., and TSG7 A AIV III, L.P., in its capacity as the Sellers’ Representative, as amended by that certain Amendment No. 1, dated February 9, 2022. | 8-K | 001-37534 | 2.1 | 10-Feb-22 |
| 3.1 | Restated Certificate of Incorporation of Planet Fitness, Inc. | S-1/A | 333-205141 | 3.1 | 15-Jul-15 |
| 3.2 | Amended and Restated Bylaws of Planet Fitness, Inc. | 8-K | 001-37534 | 3.1 | 23-Feb-23 |
| 4.1 | Form of Class A Common Stock Certificate | S-1/A | 333-205141 | 4.1 | 27-Jul-15 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibitnumber | Exhibitdescription | Filed herewith | Form | File no. | Exhibit | Filing date |
| 4.2 | Amended and Restated Base Indenture dated February 10, 2022 between Planet Fitness Master Issuer LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary | 8-K | 001-37534 | 4.1 | 10-Feb-22 | |
| 4.3 | 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 | 8-K | 001-37534 | 4.2 | 1-Aug-18 | |
| 4.4 | 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 | 8-K | 001-37534 | 4.1 | 3-Dec-19 | |
| 4.5 | Description of Securities of the Registrant | 10-K | 001-37534 | 4.5 | 28-Feb-20 | |
| 4.6 | Series 2022-1 Supplement dated February 10, 2022, between Planet Fitness Master Issuer LLC, as Master Issuer of the Series 2022-1 fixed rate senior secured notes, Class A-2, and Series 2022-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2022-1 Securities Intermediary. | 8-K | 001-37534 | 4.2 | 10-Feb-22 | |
| 10.1 | Form of Amended and Restated Pla-Fit Holdings, LLC Operating Agreement | S-1/A | 333-205141 | 10.4 | 15-Jul-15 | |
| 10.2 | Form of Tax Receivable Agreement with the Continuing LLC Owners | S-1/A | 333-205141 | 10.5 | 15-Jul-15 | |
| 10.3 | First Amendment to Tax Receivable Agreement, dated December 22, 2023, with the Continuing LLC Owners | X | ||||
| 10.4 | Form of Tax Receivable Agreement with the Direct Investors | S-1/A | 333-205141 | 10.6 | 15-Jul-15 | |
| 10.5 | First Amendment to Tax Receivable Agreement, dated December 22, 2023, with the Direct Investors | X | ||||
| 10.6 | Form of Registration Rights Agreement | S-1/A | 333-205141 | 10.7 | 15-Jul-15 | |
| 10.7 | 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) | 10-Q | 001-37534 | 10.2 | 03-Nov-16 | |
| 10.8 | Form of Exchange Agreement | S-1/A | 333-205141 | 10.9 | 15-Jul-15 | |
| 10.9 | 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) | 10-Q | 001-37534 | 10.1 | 03-Nov-16 | |
| 10.10 | Amended and Restated Employment Agreement with Christopher Rondeau | S-1/A | 333-205141 | 10.10 | 15-Jul-15 | |
| 10.11 | Form of Director Indemnification Agreement | S-1/A | 333-205141 | 10.11 | 15-Jul-15 | |
| 10.12 | Form of Confidentiality, Inventions and Non-competition Agreement | 10-Q | 001-37534 | 10.3 | 8-May-19 | |
| 10.13 | Employment Agreement with Thomas Fitzgerald | 10-K | 001-37534 | 10.13 | 28-Feb-20 | |
| 10.14 | Amended and Restated Planet Fitness, Inc. 2015 Omnibus Incentive Plan | 10-Q | 001-37534 | 10.4 | 9-Nov-23 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibitnumber · Exhibitdescription · Filed herewith · Form · File no. · Exhibit · Filing date | |||||
| 10.15 | Form of Planet Fitness, Inc. Long-Term Cash Incentive Plan | 10-Q | 001-37534 | 10.5 | 9-Nov-23 |
| 10.16 | Form of Stock Option Award | 10-K | 001-37534 | 10.17 | 01-Mar-21 |
| 10.17 | Form of Restricted Stock Unit and Performance Stock Unit Award Agreement | 10-K | 001-37534 | 10.18 | 1-Mar-22 |
| 10.18 | 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 | 8-K | 001-37534 | 10.1 | 20-Jul-18 |
| 10.19 | 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 | 8-K | 001-37534 | 10.1 | 1-Aug-18 |
| 10.20 | 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 | 8-K | 001-37534 | 10.2 | 1-Aug-18 |
| 10.21 | First Amendment dated February 10, 2022 to Management Agreement 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. | 8-K | 001-37534 | 10.1 | 10-Feb-22 |
| 10.22 | Class A-1 Note Purchase Agreement dated January 25, 2022 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. | 8-K | 001-37534 | 10.1 | 26-Jan-22 |
| 10.23 | Executive Severance & Change in Control Policy | 10-Q | 001-37534 | 10.1 | 7-May-21 |
| 10.24 | Registration Rights Agreement, dated February 10, 2022, by and among the Company and the holders party thereto. | 8-K | 001-37534 | 10.2 | 10-Feb-22 |
| 10.25 | Form of Lock-Up Agreement, dated as of February 10, 2022, by and among the Company, Plat-Fit Holdings, LLC and the holders party thereto. | 8-K | 001-37534 | 10.3 | 10-Feb-22 |
| 10.26 | Employment Agreement with Jennifer Simmons | 8-K | 001-37534 | 10.1 | 9-Nov-22 |
| 10.27 | Employment Agreement with Bill Bode | 8-K | 001-37534 | 10.2 | 9-Nov-22 |
| 10.28 | Amended and Restated Planet Fitness, Inc. 2018 Employee Stock Purchase Plan | 10-K | 001-37534 | 10.30 | 1-Mar-23 |
| 10.29 | Amended and Restated Planet Fitness, Inc. Non-Employee Director Compensation Program | 10-Q | 001-37534 | 10.6 | 9-Nov-23 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibitnumber | Exhibitdescription | Filed herewith | Form | File no. | Exhibit | Filing date |
| 10.30 | Form of Restricted Stock Unit Director Award Agreement | 10-K | 001-37534 | 10.33 | 1-Mar-23 | |
| 10.31 | Separation Agreement, dated as of September 15, 2023, between Planet Fitness, Inc. and Chris Rondeau. | 8-K | 001-37534 | 10.1 | 15-Sept-23 | |
| 10.32 | Employment Offer Letter dated as of September 15, 2023 between Planet Fitness, Inc. and Craig R. Benson. | 10-Q | 001-37534 | 10.2 | 9-Nov-23 | |
| 10.33 | Employment Offer Letter, originally dated as of September 15, 2023 and as amended by the Addendum on October 31, 2023, between Planet Fitness, Inc. and Craig R. Benson. | 8-K | 001-37534 | 10.1 | 1-Nov-23 | |
| 10.34 | Retention Bonus Agreement with Thomas Fitzgerald | X | ||||
| 21.1 | List of Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of KPMG LLP | X | ||||
| 31.1 | 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 | X | ||||
| 31.2 | 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 | X | ||||
| 32.1 | 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 | X | ||||
| 32.2 | 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 | X | ||||
| 97 | Policy For Recoupment of Incentive Compensation | X | ||||
| 101 | 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 | X | ||||
| 104 | Cover Page Interactive Data File Inline XBRL and contained in Exhibit 101 | X | ||||
- Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted exhibits or schedules upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.