Planet Fitness Tax Receivable Agreement

“2019 has been met with many important milestones and financial achievements,” said Chris Rondeau, Chief Executive Officer. “We opened a system-wide business record of 261 new stores and ended the year with 2,001 Fitness Planet sites and approximately 14.4 million members. Our ability to attract casual and first-time gym users to our welcoming and non-intimidating fitness concept, combined with higher black card prices, has improved system-wide sales in the same stores by 8.8%, in addition to a 10.2% increase in 2018. Revenue in the three operating segments – Franchise, Corporate-Owned Stores and Equipment – increased by double digits in 2019, with the franchise, our segment with the highest margin, growing the fastest, which, with the repurchase of 6.1 million shares, helped to increase adjusted net earnings per share by 30%, diluted (1) compared to the previous year. We start in 2020 with a great dynamic in our business, a long growth track and an experienced group of franchisees who want to take advantage of the many opportunities that lie ahead. On December 4, 2019, we entered into an accelerated $300 million share repurchase agreement with JPMorgan Chase Bank, N.A. (“JPMC”) (the “ASR 2019 agreement”). We acquired shares under the ASR 2019 agreement as part of our $500 million share repurchase authorization (the “2019 share repurchase authorization”). On December 5, 2019, we paid $300 million in cash to JPMC and received approximately 3.3 million shares of our Class A common shares. At the time of the final settlement, JPMC may be required to provide us with additional shares or, in certain circumstances, we may be required to deliver shares of our Class A common shares or to make a cash payment to JPMC, generally based on the average daily weighted average price of our Class A common shares during the duration of the 2019 ASR agreement. The 2019 RSA agreement contains provisions that are customary for such agreements, including provisions for the adjustment of transaction terms, the circumstances under which the 2019 RSA agreement can be accelerated, extended or terminated by JPMC, as well as various confirmations, guarantees and guarantees between the parties. The final settlement of the RSA agreement for 2019 is expected to be finalized in the second quarter of 2020, although JPMC`s option liquidation may be accelerated.

After this accelerated share buyback, there is approximately $200 million remaining on the 2019 share repurchase authorization. This press release contains “forward-looking statements” within the meaning of federal securities laws, which involve risks and uncertainties. Forward-looking statements may be identified by words such as “wait,” “anticipate,” “may,” “want” and references similar to future periods, although not all forward-looking statements contain these identifying words. Forward-looking statements contain statements, estimates and projections that do not refer solely to historical facts. Forward-looking statements are not guarantees of future performance. Instead, they are based solely on the company`s current beliefs, expectations and assumptions regarding its future plans and strategies. Because forward-looking statements relate to the future, they are subject to uncertainties, risks and changes inherent in circumstances that are difficult to predict and many of which are beyond the control of the company. Actual results and financial position may differ materially from those indicated in the forward-looking statements.

The main factors that could cause actual results to differ materially are the risks and uncertainties associated with the company`s ability to complete the recapitalization transaction on terms acceptable to the company at a time acceptable to the company, or generally to capital market conditions, the significant increase in the company`s indebtedness as a result of the transaction, and its ability to obtain additional debt or refinance that debt. , the f

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