true2022FY000163720700016372072022-01-012022-12-3100016372072022-06-30iso4217:USD0001637207us-gaap:CommonClassAMember2023-02-24xbrli:shares0001637207us-gaap:CommonClassBMember2023-02-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(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, 2022

☐			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			38-3942097
(State or Other Jurisdiction of Incorporation or Organization)			(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			Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, $0.0001 Par Value			PLNT			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

☒

Accelerated filer

☐

Non-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 ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b). 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, 2022 was approximately $5.7 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 24, 2023, was 84,857,051 shares and 4,586,140 shares, respectively.

Auditor name:

KPMG LLP

Auditor Location:

Boston, Massachusetts

Auditor Firm ID:

185

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement for the registrant’s 2022 Annual Meeting of Stockholders to be held May 1, 2023, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2022 (the “Original Report”) of Planet Fitness, Inc. (the “Company”), which was filed with the Securities and Exchange Commission (“SEC”) on March 1, 2023. This Amendment is being filed solely to amend the signature page to provide a conformed signature for the Company, which was inadvertently omitted from the Original Report. The original signature page was fully executed on March 1, 2023 and was in the Company’s possession at the time of the filing of the Original Report.

In addition, this Amendment includes an updated exhibit index to include certifications under Section 302 of the Sarbanes-Oxley Act of 2002. Except as described above, this Amendment does not update or modify any other information presented in the Original Report and does not reflect events occurring after the Original Report’s filing date of March 1, 2023.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(b) Exhibits

The exhibits listed in the following Exhibits Index, are filed or incorporated by reference as part of this amended Annual Report on Form 10-K/A.

																		Incorporated by Reference
Exhibit number						Exhibit description						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
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						Form of Tax Receivable Agreement with the Direct TSG Investors												S-1/A						333-205141						10.6						15-Jul-15
10.4						Form of Registration Rights Agreement												S-1/A						333-205141						10.7						15-Jul-15

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																		Incorporated by Reference
Exhibit number						Exhibit description						Filed herewith						Form						File no.						Exhibit						Filing date
10.5						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
10.6						Form of Exchange Agreement												S-1/A						333-205141						10.9						15-Jul-15
10.7						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
10.8						Amended and Restated Employment Agreement with Christopher Rondeau												S-1/A						333-205141						10.10						15-Jul-15
10.9						Form of Director Indemnification Agreement												S-1/A						333-205141						10.11						15-Jul-15
10.10						Amended and Restated Employment Agreement with Dorvin Lively												S-1/A						333-205141						10.12						15-Jul-15
10.11						Form of Confidentiality, Inventions and Non-competition Agreement												10-Q						001-37534						10.3						8-May-19
10.12						Employment Agreement with Thomas Fitzgerald												10-K						001-37534						10.13						28-Feb-20
10.13						Employment Agreement with Jeremy Tucker												10-K						001-37534						10.14						01-Mar-21
10.14						Amended and Restated Planet Fitness, Inc. 2015 Omnibus Incentive Plan												10-K						001-37534						10.14						1-Mar-23
10.15						Form of Planet Fitness, Inc. Cash Incentive Plan												S-1						333-205141						10.17						22-Jun-15
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

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																		Incorporated by Reference
Exhibit number						Exhibit description						Filed herewith						Form						File no.						Exhibit						Filing date
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						Separation Agreement with Jeremy Tucker												8-K						001-37534						10.3						9-Nov-22
10.29						Employment Agreement with Shane McGuiness												10-K						001-37534						10.24						1-Mar-22
10.30						Amended and Restated Planet Fitness, Inc. 2018 Employee Stock Purchase Plan												10-K						001-37534						10.30						1-Mar-23
10.31						Amended and Restated Planet Fitness, Inc. Non-Employee Director Compensation Program												10-K						001-37534						10.31						1-Mar-23
10.32						Employment Agreement with Edward Hymes												10-K						001-37534						10.32						1-Mar-23
10.33						Form of Restricted Stock Unit Director Award Agreement												10-K						001-37534						10.33						1-Mar-23
21.1						List of Subsidiaries of the Registrant												10-K						001-37534						21.1						1-Mar-23
23.1						Consent of KPMG LLP												10-K						001-37534						23.1						1-Mar-23
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												10-K						001-37534						31.1						1-Mar-23
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												10-K						001-37534						31.2						1-Mar-23
31.3						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
31.4						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												10-K						001-37534						32.1						1-Mar-23
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												10-K						001-37534						32.2						1-Mar-23

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Incorporated by Reference

Exhibit number

Exhibit description

Filed herewith

Form

File no.

Exhibit

Filing date

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.

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SIGNATURES

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.

 

			Planet Fitness, Inc.
Date: March 2, 2023						/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

Chief Executive Officer and Director

March 1, 2023

Christopher Rondeau

(Principal Executive Officer)

/s/ Thomas Fitzgerald

Chief Financial Officer

March 1, 2023

Thomas Fitzgerald

(Principal Financial Officer)

/s/ Brian O’Donnell

Chief Accounting Officer

March 1, 2023

Brian O’Donnell

(Principal Accounting Officer)

/s/ Enshalla Anderson

Director

March 1, 2023

Enshalla Anderson

/s/ Frances Rathke

Director

March 1, 2023

Frances Rathke

/s/ Craig Benson

Director

March 1, 2023

Craig Benson

/s/ Cammie Dunaway

Director

March 1, 2023

Cammie Dunaway

/s/ Stephen Spinelli, Jr.

Director

March 1, 2023

Stephen Spinelli, Jr.

/s/ Christopher Tanco

Director

March 1, 2023

Christopher Tanco

/s/ Bernard Acoca

Director

March 1, 2023

Bernard Acoca