false0001637207 0001637207 2020-03-30 2020-03-30

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
March 30, 2020
Date of Report (Date of earliest event reported)  
 Planet Fitness, Inc.
(Exact name of registrant as specified in its charter)
(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: (603750-0001
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
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 7.01
Regulation FD Disclosure.
On March 30, 2020, Planet Fitness, Inc. (the “Company”) issued a press release to provide an update on the impact of the outbreak of the novel coronavirus (COVID-19) on the Company’s business and operations.
A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
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.
Exhibit No.
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

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.
/s/ Thomas Fitzgerald
Thomas Fitzgerald
Chief Financial Officer
Dated: March 30, 2020


Exhibit 99.1

Planet Fitness Provides Business Update in Response to COVID-19

Hampton, N.H., March 30, 2020 - Planet Fitness, Inc. (NYSE: PLNT), one of the largest and fastest-growing global franchisors and operators of fitness centers with more members than any other fitness brand, today provided a further update on its response to COVID-19.
“The health and safety of our members, team members, and the communities we operate in is our top priority, and as such we are extending our temporary store closures until further notice,” commented Chris Rondeau, Chief Executive Officer of Planet Fitness. “We entered 2020 in a very strong financial position, and have taken additional steps to proactively strengthen our financial liquidity and flexibility during these unprecedented times. We believe we have sufficient liquidity to carry us well beyond the end of this year, even in the event that clubs remain closed for the rest of 2020. Given the significant near-term disruption to our business caused by COVID-19 and uncertainty around when conditions normalize, we have decided to withdraw our 2020 outlook at this time.”

Extending Store Closures
Currently, all domestic and international Planet Fitness locations system-wide are temporarily closed until further notice. This includes both corporate and franchise stores. The Company plans to follow the guidance of local, state and federal governments and health officials to determine when it will reopen its stores.

Increasing Financial Flexibility
The Company has increased its already strong cash position by drawing down $75 million under its revolving financing facility of Variable Funding Senior Secured Notes. Including the draw down, the Company currently has approximately $540 million in available cash on hand. The increased borrowing and the previously announced suspension of our share repurchase program were taken as precautionary measures to provide enhanced financial flexibility considering the uncertain market conditions arising from COVID-19.

As a result of the uncertainty and significant business impacts caused by COVID-19, the Company is withdrawing its previously issued guidance for 2020, and is not providing an updated outlook at this time.

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 December 31, 2019, Planet Fitness had approximately 14.4 million members and 2,001 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.


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 regarding the impacts of the COVID-19 pandemic, those attributed to the Company's Chief Executive Officer in this press release, the Company’s statements about its liquidity and cash position, the Company's statements about its share repurchase program 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," "plan," "will," "future" 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 the COVID-19 pandemic on the Company’s stores and financial outlook, 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, the business impacts of the COVID-19 pandemic on our franchisees, acquisition activity, developments and changes in laws and regulations including federal, state and local policies regarding the COVID-19 pandemic, 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, risks associated with the Company's securitized financing facility generally including its ability to generate sufficient cash flow to meet debt service obligations and its compliance with operational and financial covenants, 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, as well as the Company's other filings with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in forward-looking statements, investors should not place undue reliance on forward-looking statements, which reflect the Company's views only as of the date of this press release. Except as required by law, neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this release, whether as a result of new information, future developments or otherwise.

Cover Page
Mar. 30, 2020
Cover page.  
Document Type 8-K
Document Period End Date Mar. 30, 2020
Entity Registrant Name Planet Fitness, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37534
Entity Tax Identification Number 38-3942097
Entity Address, Address Line One 4 Liberty Lane West
Entity Address, City or Town Hampton
Entity Address, State or Province NH
Entity Address, Postal Zip Code 03842
City Area Code 603
Local Phone Number 750-0001
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, $0.0001 Par Value
Trading Symbol PLNT
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001637207
Amendment Flag false