United States securities and exchange commission logo
September 20, 2022
Tom Fitzgerald
Chief Financial Officer
Planet Fitness, Inc.
4 Liberty Lane West
Hampton, NH 03842
Re: Planet Fitness,
Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Form 10-Q for the
Quarterly Period Ended June 30, 2022
File No. 001-37534
Dear Mr. Fitzgerald:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-Q for the Quarterly Period Ended June 30, 2022
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Non-GAAP financial measures, page 31
1. We note the following
in regards to your presentation and reconciliation of your Non-
GAAP measures Adjusted
EBITDA and Adjusted net income:
Your
reconciliation excludes Pre-opening costs which appears to be a normal,
recurring cash
operating expense. Please tell us your consideration of Question
100.01 of the
staff's Compliance and Disclosure Interpretation on Non-GAAP
Financial Measures,
or revise accordingly.
Please tell us
how you concluded that excluding Loss(gain) on adjustment of
allowance for
credit losses on held-to-maturity investments does not represent a
tailored accounting
principle or the exclusion of a normal, recurring operating
Tom Fitzgerald
Planet Fitness, Inc.
September 20, 2022
Page 2
expense, or revise accordingly. Refer to Questions 100.01 and
100.04 of the staff's
Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
Comparison of the three months ended June 30, 2022 and three months ended June
30, 2021,
page 38
2. Where you attribute material fluctuations in your results of
operations to multiple factors,
please quantify, to the extent practicable, each factor cited so that
investors may
understand the magnitude and relative impact of each factor and also
describe the reasons
underlying the causes. For example, you attribute the increase in
store operations expense
to the acquisition of 114 stores in the Sunshine Acquisition, from new
stores opened since
April 1, 2021 and stores that were not open for all of the prior year
period due to COVID.
We identified similar disclosure in your Form 10-K for the fiscal year
ended December
31, 2021, lacking quantification, in areas such as selling, general
and administrative
expense on page 59. Please consider expanding your disclosure, to the
extent
practicable in future filings.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Scott Stringer at 202-551-3272 or Linda Cvrkel at
202-551-3813 with
any other questions.
FirstName LastNameTom Fitzgerald Sincerely,
Comapany NamePlanet Fitness, Inc.
Division of
Corporation Finance
September 20, 2022 Page 2 Office of Trade
& Services
FirstName LastName