Planet Fitness, Inc. Announces First Quarter 2018 Results

  • Total Revenue Increased 33.2% to $121.3 Million
  • System-Wide Same Stores Sales Increased 11.1%
  • 47 New Planet Fitness Stores Opened

HAMPTON, N.H. - May 8, 2018 // PRNewswire // - Today, Planet Fitness, Inc. (NYSE: PLNT) reported financial results for its first quarter ended March 31, 2018.

First Quarter Fiscal 2018 Highlights

  • Total revenue increased from the prior year period by 33.2% to $121.3 million.
  • System-wide same stores sales increased 11.1%.
  • Net income attributable to Planet Fitness, Inc. was $19.9 million, or $0.23 per diluted share, compared to net income attributable to Planet Fitness, Inc. of $8.8 million, or $0.14 per diluted share in the prior year period.
  • Net income was $23.5 million, compared to net income of $17.9 million in the prior year period.
  • Adjusted net income(1) increased 42.3% to $26.2 million, or $0.27 per diluted share, compared to $18.4 million, or $0.19 per diluted share in the prior year period.
  • Adjusted EBITDA(1) increased 15.4% to $48.8 million from $42.3 million in the prior year period.
  • 47 new Planet Fitness franchise stores were opened during the period, bringing system-wide total stores to 1,565 as of March 31, 2018.

(1) Adjusted net income and adjusted EBITDA are non-GAAP measures. For reconciliations of Adjusted EBITDA and Adjusted net income to U.S. GAAP ("GAAP") net income see "Non-GAAP Financial Measures" accompanying this press release.

"We delivered another strong financial performance as first quarter system-wide same store sales increased 11% for the second consecutive year and all three operating segments posted double-digit revenue gains on a percentage basis," commented Chris Rondeau. "Our success is being fueled by the expansion of our high value, low cost non-intimidating fitness concept in existing and new markets combined with growing brand awareness from increased investments in national and local advertising. At the same time, we continue to explore ways to strengthen our offering, including utilizing technology to provide more immersive workout experiences and personalized workout recommendations. By targeting casual and first-time gym users, we believe Planet Fitness has a long runway for growth based on the fact that the vast majority of the U.S. population does not own a gym membership."

Operating Results for the First Quarter Ended March 31, 2018

For the first quarter 2018, total revenue increased $30.2 million or 33.2% to $121.3 million from $91.1 million in the prior year period. $10.5 million, or 11.5% of the increase, is national advertising fund revenue and is included in our franchise segment. We began reporting national advertising fund contributions as revenue in 2018 in connection with the adoption of the new U.S. GAAP revenue recognition standard. By segment:

  • Franchise segment revenue increased $17.8 million or 48.4% to $54.6 million from $36.8 million in the prior year period, which includes commission income and the above-mentioned $10.5 million of national advertising fund revenue;
  • Corporate-owned stores segment revenue increased $5.7 million or 21.0% to $32.7 million from $27.0 million in the prior year period, $2.4 million of which is from six franchisee-owned stores acquired on January 1, 2018; and
  • Equipment segment revenue increased $6.7 million or 24.8% to $34.0 million from $27.3 million in the prior year period.

System-wide same store sales increased 11.1%. By segment, franchisee-owned same store sales increased 11.4% and corporate-owned same store sales increased 5.0%.

For the first quarter of 2018, net income was $23.5 million, or $0.23 per diluted share, compared to net income of $17.9 million, or $0.14 per diluted share, in the prior year period. Adjusted net income increased 42.3% to $26.2 million, or $0.27 per diluted share, from $18.4 million, or $0.19 per diluted share, in the prior year period. Adjusted net income has been adjusted to reflect a normalized federal income tax rate of 26.3% for the current year period and 39.5% for the comparable prior year period and excludes certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see "Non-GAAP Financial Measures").

Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see "Non-GAAP Financial Measures"), increased 15.4% to $48.8 million from $42.3 million in the prior year period.

Segment EBITDA represents our Total Segment EBITDA broken down by the Company's reportable segments. Total Segment EBITDA is equal to EBITDA, which is defined as net income before interest, taxes, depreciation and amortization (see "Non-GAAP Financial Measures").

  • Franchise segment EBITDA increased $4.6 million or 14.5% to $36.7 million driven by royalties from new franchised stores opened since March 31, 2017, a higher average royalty rate and higher same store sales of 11.4%;
  • Corporate-owned stores segment EBITDA increased $1.5 million or 13.8% to $12.2 million driven primarily by an increase in same store sales, higher annual fees and the addition of six franchise owned stores acquired January 1, 2018; and
  • Equipment segment EBITDA increased by $1.4 million or 22.6% to $7.5 million driven by an increase in equipment sales to new stores and an increase in replacement equipment sales to existing franchisee-owned stores.

2018 Outlook

For the year ending December 31, 2018, the Company expects:

  • Total revenue increase of approximately 20% as compared to the year ended December 31, 2017;
  • System-wide same store sales growth in the high single digit range; and
  • Adjusted net income and adjusted net income per diluted share to increase approximately 40% as compared to the year ended December 31, 2017.

Presentation of Financial Measures

Planet Fitness, Inc. (the "Company") was formed in March 2015 for the purpose of facilitating the initial public offering (the "IPO") and related recapitalization transactions that occurred in August 2015, and in order to carry on the business of Pla-Fit Holdings, LLC ("Pla-Fit Holdings") and its subsidiaries. As the sole managing member of Pla-Fit Holdings, the Company operates and controls all of the business and affairs of Pla-Fit Holdings, and through Pla-Fit Holdings, conducts its business. As a result, the Company consolidates Pla-Fit Holdings' financial results and reports a non-controlling interest related to the portion of Pla-Fit Holdings not owned by the Company.

The financial information presented in this press release includes non-GAAP financial measures such as EBITDA, Segment EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted 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 EBITDA, Adjusted net income and Adjusted net income per share, diluted. The Company's presentation of Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted 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. See the tables at the end of this press release for a reconciliation of EBITDA, Adjusted EBITDA, Total Segment EBITDA, Adjusted net income, and Adjusted net income per share, diluted, to their most directly comparable GAAP financial measure.

The non-GAAP financial measures used in our full-year outlook will differ from net income and net income per share, diluted, determined in accordance with GAAP in ways similar to those described in the reconciliations at the end of this press release. We do not provide guidance for net income or net income per share, diluted, determined in accordance with GAAP or a reconciliation of guidance for Adjusted net income and Adjusted net income per share, diluted, 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 and net income per share, diluted, for the year ending December 31, 2018. These items are uncertain, depend on many factors and could have a material impact on our net income and net income per share, diluted, for the year ending December 31, 2018.

Investor Conference Call

The Company will hold a conference call at 4:30 pm (ET) on May 8, 2018 to discuss the news announced in this press release. A live webcast of the conference call will be accessible at www.planetfitness.com via the "Investor Relations" link. The webcast will be archived on the website for one year.

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 March 31, 2018, Planet Fitness had approximately 11.8 million members and 1,565 stores in 50 states, the District of Columbia, Puerto Rico, Canada, the Dominican Republic and Panama. 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 with respect to expected future performance presented under the heading "2018 Outlook," those attributed to the Company's Chief Executive Officer in this press release 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," "goal," plan," "will," "strategy" 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 competition in the fitness industry, the Company's and franchisees' ability to attract and retain new members, 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 indebtedness, our corporate structure and tax receivable agreements, general economic conditions and the other factors described in the Company's annual report on Form 10-K for the year ended December 31, 2017, and 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.

Planet Fitness, Inc. and subsidiaries 
Consolidated Statements of Operations 
(Unaudited)
  
(Amounts in thousands, except per share amounts)

 
   

For the three months ended
March 31,

   

2018

 

2017

Revenue:

       

Franchise

 

$

42,162

   

$

30,281

 

Commission income

 

1,989

   

6,516

 

National advertising fund revenue

 

10,461

   

 

Corporate-owned stores

 

32,708

   

27,041

 

Equipment

 

34,013

   

27,264

 

Total revenue

 

121,333

   

91,102

 

Operating costs and expenses:

       

Cost of revenue

 

26,500

   

21,124

 

Store operations

 

18,356

   

15,184

 

Selling, general and administrative

 

17,623

   

13,820

 

National advertising fund expense

 

10,461

   

 

Depreciation and amortization

 

8,465

   

7,951

 

Other loss (gain)

 

1,010

   

(32)

 

Total operating costs and expenses

 

82,415

   

58,047

 

Income from operations

 

38,918

   

33,055

 

Other expense, net:

       

Interest expense, net

 

(8,734)

   

(8,763)

 

Other income

 

192

   

682

 

Total other expense, net

 

(8,542)

   

(8,081)

 

Income before income taxes

 

30,376

   

24,974

 

Provision for income taxes

 

6,883

   

7,108

 

Net income

 

23,493

   

17,866

 

Less net income attributable to non-controlling interests

 

3,613

   

9,024

 

Net income attributable to Planet Fitness, Inc.

 

$

19,880

   

$

8,842

 

Net income per share of Class A common stock:

       

Basic

 

$

0.23

   

$

0.14

 

Diluted

 

$

0.23

   

$

0.14

 

Weighted-average shares of Class A common stock outstanding:

       

Basic

 

87,434

   

64,121

 

Diluted

 

87,698

   

64,150

 

 

Planet Fitness, Inc. and subsidiaries 
Consolidated Balance Sheets 
(Unaudited)
 
(Amounts in thousands, except per share amounts)

 
   

March 31,

 

December 31,

   

2018

 

2017

Assets

       

Current assets:

       

Cash and cash equivalents

 

$

127,146

   

$

113,080

 

Accounts receivable, net of allowance for bad debts of $18 and 
$32 at March 31, 2018 and December 31, 2017, respectively

 

18,620

   

37,272

 

Due from related parties

 

3,060

   

3,020

 

Inventory

 

4,056

   

2,692

 

Restricted assets – national advertising fund

 

78

   

499

 

Deferred expenses - national advertising fund

 

4,596

   

 

Prepaid expenses

 

4,051

   

3,929

 

Other receivables

 

14,550

   

9,562

 

Other current assets

 

5,355

   

6,947

 

     Total current assets

 

181,512

   

177,001

 

Property and equipment, net of accumulated depreciation of 
$40,493, as of March 31, 2018 and $36,228 as of December 31, 
2017

 

84,545

   

83,327

 

Intangible assets, net

 

241,105

   

235,657

 

Goodwill

 

191,038

   

176,981

 

Deferred income taxes

 

409,216

   

407,782

 

Other assets, net

 

8,437

   

11,717

 

     Total assets

 

$

1,115,853

   

$

1,092,465

 

Liabilities and stockholders' equity (deficit)

       

Current liabilities:

       

Current maturities of long-term debt

 

$

7,185

   

$

7,185

 

Accounts payable

 

15,664

   

28,648

 

Accrued expenses

 

14,787

   

18,590

 

Equipment deposits

 

14,283

   

6,498

 

Restricted liabilities – national advertising fund

 

78

   

490

 

Deferred revenue, current

 

20,842

   

19,083

 

Payable pursuant to tax benefit arrangements, current

 

31,062

   

31,062

 

Other current liabilities

 

493

   

474

 

     Total current liabilities

 

104,394

   

112,030

 

Long-term debt, net of current maturities

 

695,264

   

696,576

 

Deferred rent, net of current portion

 

6,907

   

6,127

 

Deferred revenue, net of current portion

 

22,942

   

8,440

 

Deferred tax liabilities

 

1,379

   

1,629

 

Payable pursuant to tax benefit arrangements, net of current portion

 

403,022

   

400,298

 

Other liabilities

 

4,379

   

4,302

 

     Total noncurrent liabilities

 

1,133,893

   

1,117,372

 

Stockholders' equity (deficit):

       

Class A common stock, $.0001 par value - 300,000 authorized, 
87,505 and 87,188 shares issued and outstanding as of March 31, 
2018 and December 31, 2017, respectively

 

9

   

9

 

Class B common stock, $.0001 par value - 100,000 authorized, 
10,893 and 11,193 shares issued and outstanding as of March 31, 
2018 December 31, 2017, respectively

 

1

   

1

 

Accumulated other comprehensive loss

 

(370)

   

(648)

 

Additional paid in capital

 

13,011

   

12,118

 

Accumulated deficit

 

(120,245)

   

(130,966)

 

     Total stockholders' deficit attributable to Planet Fitness Inc.

 

(107,594)

   

(119,486)

 

Non-controlling interests

 

(14,840)

   

(17,451)

 

     Total stockholders' deficit

 

(122,434)

   

(136,937)

 

     Total liabilities and stockholders' deficit

 

$

1,115,853

   

$

1,092,465

 

 

Planet Fitness, Inc. and subsidiaries 
Consolidated Statements of Cash Flows 
(Unaudited)
 
(Amounts in thousands)

 
   

For the three months ended
March 31,

   

2018

 

2017

Cash flows from operating activities:

       

Net income

 

$

23,493

   

$

17,866

 

Adjustments to reconcile net income to net cash provided by operating activities:

       

Depreciation and amortization

 

8,465

   

7,951

 

Amortization of deferred financing costs

 

484

   

465

 

Amortization of favorable leases and asset retirement obligations

 

93

   

94

 

Amortization of interest rate caps

 

195

   

432

 

Deferred tax expense

 

4,909

   

5,298

 

Gain on re-measurement of tax benefit arrangement

 

(396)

   

(541)

 

Provision for bad debts

 

(14)

   

27

 

Loss on reacquired franchise rights

 

350

   

 

Loss on disposal of property and equipment

 

650

   

 

Equity-based compensation

 

998

   

380

 

Changes in operating assets and liabilities, excluding effects of acquisitions:

       

Accounts receivable

 

18,637

   

11,859

 

Due to and due from related parties

 

165

   

(99)

 

Inventory

 

(1,364)

   

471

 

Other assets and other current assets

 

(1,341)

   

(2,187)

 

National advertising fund

 

(4,586)

   

 

Accounts payable and accrued expenses

 

(16,758)

   

(21,244)

 

Other liabilities and other current liabilities

 

83

   

188

 

Income taxes

 

1,898

   

310

 

Equipment deposits

 

7,784

   

8,569

 

Deferred revenue

 

3,536

   

527

 

Deferred rent

 

853

   

106

 

Net cash provided by operating activities

 

48,134

   

30,472

 

Cash flows from investing activities:

       

Additions to property and equipment

 

(2,036)

   

(5,336)

 

Acquisition of franchises

 

(28,503)

   

 

Proceeds from sale of property and equipment

 

40

   

 

Net cash used in investing activities

 

(30,499)

   

(5,336)

 

Cash flows from financing activities:

       

Principal payments on capital lease obligations

 

(11)

   

 

Repayment of long-term debt

 

(1,796)

   

(1,796)

 

Premiums paid for interest rate caps

 

   

(366)

 

Proceeds from issuance of Class A common stock

 

242

   

 

Dividend equivalent payments

 

(20)

   

(20)

 

Distributions to Continuing LLC Members

 

(1,734)

   

(3,142)

 

Net cash used in financing activities

 

(3,319)

   

(5,324)

 

Effects of exchange rate changes on cash and cash equivalents

 

(250)

   

31

 

Net increase in cash and cash equivalents

 

14,066

   

19,843

 

Cash and cash equivalents, beginning of period

 

113,080

   

40,393

 

Cash and cash equivalents, end of period

 

$

127,146

   

$

60,236

 

Supplemental cash flow information:

       

Net cash paid for income taxes

 

$

106

   

$

1,595

 

Cash paid for interest

 

$

8,146

   

$

7,857

 

Non-cash investing activities:

       

Non-cash additions to property and equipment

 

$

453

   

$

38

 

Planet Fitness, Inc. and subsidiaries  
Non-GAAP Financial Measures 
(Unaudited) 
(Amounts in thousands, except per share amounts)

To supplement its consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses the following non-GAAP financial measures: EBITDA, Total Segment EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted (collectively, the "non-GAAP financial measures"). The Company believes that these non-GAAP financial measures, when used in conjunction with GAAP financial measures, are useful to investors in evaluating our operating performance. These non-GAAP financial measures presented in this release 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 EBITDA, Adjusted net income and Adjusted net income per share, diluted. The Company's presentation of Adjusted EBITDA, Adjusted net income, and Adjusted net income per share, diluted, should not be construed as an inference that the Company's future results will be unaffected by unusual or nonrecurring items.

EBITDA, Segment EBITDA and Adjusted EBITDA

We refer to EBITDA and Adjusted EBITDA as we use these measures to evaluate our operating performance and we believe these measures provide useful information to investors in evaluating our performance. We have also disclosed Segment EBITDA as an important financial metric utilized by the Company to evaluate performance and allocate resources to segments in accordance with ASC 280, Segment Reporting. We define EBITDA as net income before interest, taxes, depreciation and amortization. Segment EBITDA sums to Total Segment EBITDA which is equal to the Non-GAAP financial metric EBITDA. We believe that EBITDA, which eliminates the impact of certain expenses that we do not believe reflect our underlying business performance, provides useful information to investors to assess the performance of our segments as well as the business as a whole. Our Board of Directors also uses EBITDA as a key metric to assess the performance of management. We define Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain additional non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company's core operations. These items include certain purchase accounting adjustments, stock offering-related costs, and certain other charges and gains. We believe that Adjusted EBITDA is an appropriate measure of operating performance in addition to EBITDA because it eliminates the impact of other items that we believe reduce the comparability of our underlying core business performance from period to period and is therefore useful to our investors in comparing the core performance of our business from period to period.

A reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure, is set forth below.

 
   

Three months ended
March 31,

   

2018

 

2017

(in thousands)

       

Net income

 

$

23,493

   

$

17,866

 

Interest expense, net

 

8,734

   

8,763

 

Provision for income taxes

 

6,883

   

7,108

 

Depreciation and amortization

 

8,465

   

7,951

 

EBITDA

 

47,575

   

41,688

 

Purchase accounting adjustments-revenue(1)

 

443

   

336

 

Purchase accounting adjustments-rent(2)

 

182

   

196

 

Loss on reacquired franchise rights(3)

 

350

   

 

Stock offering-related costs(4)

 

   

608

 

Pre-opening costs(5)

 

21

   

 

Other(6)

 

201

   

(573)

 

Adjusted EBITDA

 

$

48,772

   

$

42,255

 
   

(1)

Represents the impact of revenue-related purchase accounting adjustments associated with the acquisition of Pla-Fit Holdings on November 8, 2012 by TSG (the "2012 Acquisition"). At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred area development agreement fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected up front but recognizes for GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805—Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. These amounts represent the additional revenue that would have been recognized in these periods if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.

(2)

Represents the impact of rent-related purchase accounting adjustments. In accordance with guidance in ASC 805 – Business Combinations, in connection with the 2012 Acquisition, the Company's deferred rent liability was required to be written off as of the acquisition date and rent was recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall recorded rent expense each period than would have otherwise been recorded had the deferred rent liability not been written off as a result of the acquisition push down accounting applied in accordance with ASC 805. Adjustments of $90 and $103, in the three months ended March 31, 2018 and 2017, respectively, reflect the difference between the higher rent expense recorded in accordance with GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred. Adjustments of $92 and $93 in the three months ended March 31, 2018 and 2017, respectively, are due to the amortization of favorable and unfavorable lease intangible assets. All of the rent related purchase accounting adjustments are adjustments to rent expense which is included in store operations on our consolidated statements of operations.

(3)

Represents the impact of a one-time, non-cash loss recorded in accordance with ASC 805 - Business Combinations related to our acquisition of six franchisee-owned stores on January 1, 2018. The loss recorded under GAAP represents the difference between the fair value of the reacquired franchise rights and the contractual terms of the reacquired franchise rights and is included in other (gain) loss on our consolidated statements of operations.

(4)

Represents legal, accounting and other costs incurred in connection with offerings of the Company's Class A common stock.

(5)

Represents costs associated with new corporate-owned stores incurred prior to the store opening, including payroll-related costs, rent and occupancy expenses, marketing and other store operating supply expenses.

(6)

Represents certain other charges and gains that we do not believe reflect our underlying business performance. In the three months ended March 31, 2018 and 2017, this amount includes a gain of $396 and $541, respectively, related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate. Additionally, in the three months ended March 31, 2018, this amount includes the write off of certain assets that were being tested for potential use across the system.

A reconciliation of Segment EBITDA to Total Segment EBITDA is set forth below.

   

Three months ended
March 31,

   

2018

 

2017

Segment EBITDA

       

Franchise

 

$

36,677

   

$

32,032

 

Corporate-owned stores

 

12,170

   

10,693

 

Equipment

 

7,469

   

6,094

 

Corporate and other

 

(8,741)

   

(7,131)

 

Total Segment EBITDA(1)

 

$

47,575

   

$

41,688

 
   

(1)

Total Segment EBITDA is equal to EBITDA.

Adjusted Net Income and Adjusted Net Income per Diluted Share

As a result of the recapitalization transactions that occurred prior to our IPO, the limited liability company agreement of Pla-Fit Holdings that was amended and restated (the "New LLC Agreement") designated Planet Fitness, Inc. as the sole managing member of Pla-Fit Holdings. As sole managing member, Planet Fitness, Inc. exclusively operates and controls the business and affairs of Pla-Fit Holdings, LLC. As a result of the recapitalization transactions and the New LLC Agreement, Planet Fitness, Inc. now consolidates Pla-Fit Holdings, and Pla-Fit Holdings is considered the predecessor to Planet Fitness, Inc. for accounting purposes. Our presentation of Adjusted net income and Adjusted net income per share, diluted, gives effect to the consolidation of Pla-Fit Holdings with Planet Fitness, Inc. resulting from the recapitalization transactions and the New LLC Agreement as if they had occurred on January 1, 2017. In addition, Adjusted net income assumes that all net income is attributable to Planet Fitness, Inc., which assumes the full exchange of all outstanding Holdings Units for shares of Class A common stock of Planet Fitness, Inc., adjusted for certain non-recurring items that we do not believe directly reflect our core operations. Adjusted net income per share, diluted, is calculated by dividing Adjusted net income by the total shares of Class A common stock outstanding plus any dilutive options and restricted stock units as calculated in accordance with GAAP and assuming the full exchange of all outstanding Holdings Units and corresponding Class B common stock as of the beginning of each period presented. Adjusted net income and Adjusted net income per share, diluted, are supplemental measures of operating performance that do not represent, and should not be considered, alternatives to net income and earnings per share, as calculated in accordance with GAAP. We believe Adjusted net income and Adjusted net income per share, diluted, supplement GAAP measures and enable us to more effectively evaluate our performance period-over-period. A reconciliation of Adjusted net income to net income, the most directly comparable GAAP measure, and the computation of Adjusted net income per share, diluted, are set forth below.

   

Three months ended
March 31,

(in thousands, except per share amounts)

 

2018

 

2017

Net income

 

$

23,493

   

$

17,866

 

Provision for income taxes, as reported

 

6,883

   

7,108

 

Purchase accounting adjustments-revenue(1)

 

443

   

336

 

Purchase accounting adjustments-rent(2)

 

182

   

196

 

Loss on reacquired franchise rights(3)

 

350

   

 

Stock offering-related costs(4)

 

   

608

 

Pre-opening costs(5)

 

21

   

 

Other(6)

 

201

   

(342)

 

Purchase accounting amortization(7)

 

3,921

   

4,622

 

Adjusted income before income taxes

 

$

35,494

   

$

30,394

 

Adjusted income taxes(8)

 

9,335

   

12,006

 

Adjusted net income

 

$

26,159

   

$

18,388

 
         

Adjusted net income per share, diluted

 

$

0.27

   

$

0.19

 
         

Adjusted weighted-average shares outstanding(9)

 

98,651

   

98,528

 
   

(1)

Represents the impact of revenue-related purchase accounting adjustments associated with the 2012 Acquisition. At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred area development agreement fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected up front but recognizes for U.S. GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805—Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. These amounts represent the additional revenue that would have been recognized in these periods if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.

(2)

Represents the impact of rent-related purchase accounting adjustments. In accordance with guidance in ASC 805 – Business Combinations, in connection with the 2012 Acquisition, the Company's deferred rent liability was required to be written off as of the acquisition date and rent was recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall recorded rent expense each period than would have otherwise been recorded had the deferred rent liability not been written off as a result of the acquisition push down accounting applied in accordance with ASC 805. Adjustments of $90 and $103 in the three months ended March 31, 2018 and 2017, respectively, reflect the difference between the higher rent expense recorded in accordance with U.S. GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred. Adjustments of $92 and $93 for the three months ended March 31, 2018 and 2017, respectively, are due to the amortization of favorable and unfavorable lease intangible assets. All of the rent related purchase accounting adjustments are adjustments to rent expense which is included in store operations on our consolidated statements of operations.

(3)

Represents the impact of a one-time, non-cash loss recorded in accordance with ASC 805 - Business Combinations related to our acquisition of six franchisee-owned stores on January 1, 2018. The loss recorded under GAAP represents the difference between the fair value of the reacquired franchise rights and the contractual terms of the reacquired franchise rights and is included in other (gain) loss on our consolidated statements of operations.

(4)

Represents legal, accounting and other costs incurred in connection with offerings of the Company's Class A common stock.

(5)

Represents costs associated with new corporate-owned stores incurred prior to the store opening, including payroll-related costs, rent and occupancy expenses, marketing and other store operating supply expenses.

(6)

Represents certain other charges and gains that we do not believe reflect our underlying business performance. In the three months ended March 31, 2018 and 2017, this amount includes a gain of $396 and $541, respectively, related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate. Additionally, in the three months ended March 31, 2018, this amount includes the write off of certain assets that were being tested for potential use across the system. In the three months ended March 31, 2017, this amount includes expense of $231 related to accelerated depreciation expense taken on our headquarters in preparation for moving to a new building.

(7)

Includes $3,096 and $4,086 of amortization of intangible assets, other than favorable leases, for the three months ended March 31, 2018 and 2017, respectively, recorded in connection with the 2012 Acquisition, and $825 and  $536 of amortization of intangible assets for the three months ended March 31, 2018 and 2017, respectively, recorded in connection with the historical acquisition of franchisee-owned stores. The adjustment represents the amount of actual non-cash amortization expense recorded, in accordance with U.S. GAAP, in each period.

(8)

Represents corporate income taxes at an assumed effective tax rate of 26.3% and 39.5% for the three months ended March 31, 2018 and 2017, respectively, applied to adjusted income before income taxes.

(9)

Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc.

A reconciliation of net income per share, diluted, to Adjusted net income per share, diluted is set forth below for the three months ended March 31, 2018 and 2017:

   

For the three months ended
March 31, 2018

 

For the three months ended
March 31, 2017

   

Net 
income

 

Weighted 
Average 
Shares

 

Net 
income 
per share, 
diluted

 

Net 
income

 

Weighted 
Average 
Shares

 

Net 
income 
per share, 
diluted

Net income attributable to Planet Fitness, Inc.(1)

 

$

19,880

   

87,698

   

$

0.23

   

$

8,842

   

64,150

   

$

0.14

 

Assumed exchange of shares(2)

 

3,613

   

10,953

       

9,024

   

34,378

     

Net Income

 

23,493

           

17,866

         

Adjustments to arrive at adjusted income 
     
before income taxes(3)

 

12,001

           

12,528

         

Adjusted income before income taxes

 

35,494

           

30,394

         

Adjusted income taxes(4)

 

9,335

           

12,006

         

Adjusted Net Income

 

$

26,159

   

98,651

   

$

0.27

   

$

18,388

   

98,528

   

$

0.19

 
   

(1)

Represents net income attributable to Planet Fitness, Inc. and the associated weighted average shares, diluted of Class A common stock outstanding.

(2)

Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. Also assumes the addition of net income attributable to non-controlling interests corresponding with the assumed exchange of Holdings Units and Class B common shares for shares of Class A common stock.

(3)

Represents the total impact of all adjustments identified in the adjusted net income table above to arrive at adjusted income before income taxes.

(4)

Represents corporate income taxes at an assumed effective tax rate of 26.3% and 39.5% for the three months ended March 31, 2018 and 2017, respectively, applied to adjusted income before income taxes.

SOURCE Planet Fitness, Inc.

###

Comments:

comments powered by Disqus

Franchise News Room »


News By Industry »


Featured Opportunities

Tony Roma's
After two decades of fast-paced international expansion, we are introducing a new generation of domestic customers to the Tony Roma’s experience....
Kiddie Academy
Educational Child Care Franchise. Kiddie Academy is one of the nation's most respected providers of quality educational child care.
Smoke's Poutinerie
Smoke’s Poutinerie is excited to extend this opportunity to Poutine Lovers around the World.
One Cannabis
Get A Piece Of The Booming Cannabis Market Without Headaches.
Chronic Tacos
Chronic Tacos is a California inspired authentic Mexican grill that celebrates the individuality of our customers. We have developed restaurants...
Share This Page

Subscribe to Franchising Express

A Franchise Update Media Production
Franchise Update Media
P.O. Box 20547
San Jose, CA 95160
PH. (408) 402-5681
In Loving Memory Of Timothy Gardner (1987-2014)

Copyright © 2001 - 2018.
All Rights Reserved.