HAMPTON, N.H., June 13, 2024 /PRNewswire/ -- Planet Fitness,
Inc. (NYSE: PLNT) (the "Company") today announced that it has
entered into a $280 million
accelerated share repurchase agreement (the "ASR Agreement") with
Citibank, N.A. (the "Bank"). The Company will acquire shares under
the ASR Agreement as part of its $500
million share repurchase authorization previously announced
on November 8, 2022 (the "2022 Share
Repurchase Program"). As of June 13,
2024, before giving effect to the ASR Agreement,
approximately $355 million remained
available for share repurchases pursuant to the 2022 Share
Repurchase Program.
Pursuant to the terms of the ASR Agreement, the Company will pay
the Bank $280 million in cash and
will initially receive approximately 3.1 million shares of the
Company's Class A common stock, which is approximately 80% of the
shares of the Company's Class A common stock it expects to
repurchase under the ASR Agreement. The total number of shares to
be repurchased will be based on the average of the daily
volume-weighted average prices of the Company's Class A common
stock during the term of the transaction, less an agreed discount
and subject to potential adjustments pursuant to the terms and
conditions of the ASR Agreement. At final settlement, the Bank may
be required to deliver additional shares of Class A common stock to
the Company, or under certain circumstances, the Company may be
required to deliver shares of Class A common stock or to make a
cash payment, at its election, to the Bank. The final settlement of
the transaction under the ASR Agreement is expected to occur no
later than the third quarter of 2024.
Share Repurchase Authorization
The Company today also announced that its Board of Directors has
authorized a new share repurchase program of up to $500 million (the "2024 Share Repurchase
Program"), contingent upon, and effective at the completion of the
ASR Agreement, to replace the existing 2022 Share Repurchase
Program. The timing of the purchases and the amount of stock
repurchased is subject to the Company's discretion and will depend
on market and business conditions, the Company's general working
capital needs, stock price, applicable legal requirements and other
factors. The Company's ability to repurchase shares at any
particular time is also subject to the terms of the indenture
governing its outstanding notes. Purchases may be effected through
one or more open market transactions, privately negotiated
transactions, transactions structured through investment banking
institutions, or a combination of the foregoing. The Company is not
obligated under the program to acquire any particular amount of
stock and can suspend or terminate the program at any time.
2024 Outlook
For the year ending December 31,
2024, the Company is updating the following expectations
that were announced in the Company's press release dated
May 9, 2024 as a result of the
recently announced completion of the Company's debt refinancing
transaction and ASR Agreement.
The following are 2024 growth expectations over the Company's
2023 results:
- It now expects adjusted net income to increase in the 4% to 6%
range (previously it expected 6% to 8%)
- It continues to expect adjusted net income per share, diluted
to increase in the 7% to 9% range, based on adjusted diluted
weighted-average shares outstanding of approximately 86.5 million
(previously it expected 88.0 million), inclusive of the shares
expected to be repurchased as part of the ASR Agreement.
The Company now expects 2024 net interest expense to be
approximately $75.0 million,
excluding the write-off of deferred financing costs associated with
the Company's debt refinancing transaction (previously it expected
$70.0 million).
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 world by number
of members and locations. As of March 31,
2024, Planet Fitness had approximately 19.6 million members
and 2,599 stores in all 50 states, the District of Columbia, Puerto Rico, Canada, 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 90% of Planet Fitness stores are
owned and operated by independent business men and women.
Forward-Looking Statements
This press release contains certain "forward-looking statements"
within the meaning of the federal securities laws, which involve
risks and uncertainties. Forward-looking statements include the
Company's statements with respect to expected future performance
presented under the heading "2024 Outlook," the Company's share
repurchase authorizations, certain terms and anticipated timing of
the accelerated 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 "expect," "anticipate," "may," "will" 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 capital markets conditions, the
Company's future financial performance and the Company's ability to
pay principal and interest on its indebtedness, competition in the
fitness industry, the Company's and franchisees' ability to attract
and retain 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,
acquisition activity, developments and changes in laws and
regulations, 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, our corporate structure
and tax receivable agreements, failures, interruptions or security
breaches of the Company's information systems or technology,
adverse developments in the U.S. or global capital markets, credit
markets or economies generally that could significantly impact the
Company's ability to implement or realize the benefits of the
accelerated share repurchase as currently planned, general economic
conditions and the other factors described in the Company's annual
report on Form 10-K for the year ended December 31, 2023, the Company's quarterly report
on Form 10-Q for the quarter ended March 31,
2024, 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. All
forward-looking statement attributable to us are expressly
qualified by these cautionary statements.
Non-GAAP Financial Measures
The financial information presented in this press release
includes non-GAAP financial measures such as Adjusted net income,
Adjusted net income per share, diluted, and Adjusted net interest
expense to provide measures that we believe are useful to investors
in evaluating the Company's performance. These non-GAAP financial
measures are supplemental measures of the Company's performance
that are neither required by, nor presented in accordance with
GAAP. These financial measures should not be considered in
isolation or as substitutes for GAAP financial measures such as net
income or any other performance measures derived in accordance with
GAAP. In addition, in the future, the Company may incur expenses or
charges such as those added back to calculate Adjusted net income,
Adjusted net income per share, diluted, and Adjusted net interest
expense. The Company's presentation of Adjusted net income,
Adjusted net income per share, diluted, and Adjusted net interest
expense should not be construed as an inference that the Company's
future results will be unaffected by similar amounts or other
unusual or nonrecurring items.
The non-GAAP financial measures presented in this press release
are used in our full-year outlook and will differ from net income,
net income per share, diluted, and net interest expense determined
in accordance with GAAP. We do not provide guidance for net income,
net income per share, diluted, or net interest expense determined
in accordance with GAAP or a reconciliation of guidance for
Adjusted net income, Adjusted net income per share, diluted, or
Adjusted interest expense to the most directly comparable GAAP
measure because we are not able to predict with reasonable
certainty the amount or nature of all items that will be included
in our net income, net income per share, diluted, and net interest
expense for the year ending December 31,
2024. These items are uncertain, depend on many factors and
could have a material impact on our net income, net income per
share, diluted, and net interest expense for the year ending
December 31, 2024, and therefore
cannot be made available without unreasonable effort.
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SOURCE Planet Fitness, Inc.