Planet Fitness, Inc. Announces Third Quarter 2021 Results
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Planet Fitness, Inc. Announces Third Quarter 2021 Results

HAMPTON, N.H., Nov. 4, 2021 // PRNewswire // - Today, Planet Fitness, Inc. (NYSE:PLNT) reported financial results for its third quarter ended September 30, 2021.

"We are emerging from the COVID-19 pandemic stronger than ever. In the third quarter, we returned to positive system-wide same store sales growth and achieved the highest sequential net member growth of any third quarter in company history as well as our highest franchise segment revenue on record," said Chris Rondeau, Chief Executive Officer. "As we look ahead to our 30th anniversary next year, I am more enthusiastic than ever with several factors driving both near- and long-term growth opportunities including: our franchisees' enthusiasm to continue to invest in the brand, the transition to one agency for both our local and national advertising, and the world's growing appreciation for the importance of improving overall health and wellness. With so much potential given the changing market dynamics and industry tailwinds, we believe that our non-judgmental and affordable model will be even more differentiated."

Third Quarter Fiscal 2021 results

  • Total revenue increased from the prior year period by 46.4% to $154.3 million.
  • System-wide same store sales increased 7.2%.
  • Net income attributable to Planet Fitness, Inc. was $17.4 million, or $0.21 per diluted share, compared to a loss of $3.1 million, or $0.04 per diluted share, in the prior year period.
  • Net income increased $21.9 million to $18.6 million, compared to a net loss of $3.3 million in the prior year period.
  • Adjusted net income(1) increased $20.4 million to $22.0 million, or $0.25 per diluted share, compared to $1.6 million, or $0.02 per diluted share, in the prior year period.
  • Adjusted EBITDA(1) increased $30.2 million to $62.2 million from $32.0 million in the prior year period.
  • 24 new Planet Fitness stores were opened during the period, bringing system-wide total stores to 2,193 as of September 30, 2021.
  • Cash of $585.5 million, which includes cash and cash equivalents of $527.3 million and restricted cash of $58.1 million.

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

Operating Results for the Third Quarter Ended September 30, 2021

For the third quarter 2021, total revenue increased $48.9 million or 46.4% to $154.3 million from $105.4 million in the prior year period, which included system-wide same stores sales growth of 7.2%. By segment:

  • Franchise segment revenue increased $15.6 million or 26.1% to $75.4 million from $59.8 million in the prior year period, and franchise segment same store sales increased 7.4%. The increase in franchise segment revenue for the third quarter 2021 is primarily due to a $10.0 million increase in franchise royalty revenue, a $1.3 million increase in NAF revenue, and a $3.2 million increase in franchise and other fees, primarily attributable to temporary store closures as a result of COVID-19 in the prior year period;
  • Corporate-owned stores segment revenue increased $15.6 million or 55.2% to $43.9 million from $28.3 million in the prior year period, and corporate-owned same store sales increased 3.1%. The increase was primarily due to temporary store closures as a result of COVID-19 in the prior year period, as well as the opening of seven new corporate-owned stores since July 1, 2020; and
  • Equipment segment revenue increased $17.6 million or 101.7% to $35.0 million from $17.3 million in the prior year period, driven by higher equipment sales to existing franchisee-owned stores in the three months ended September 30, 2021 compared to the three months ended September 30, 2020. Also contributing to the increase was the 15% discount provided to franchisees on equipment sales in the prior year as a result of the COVID-19 pandemic.

For the third quarter of 2021, net income attributable to Planet Fitness, Inc. was $17.4 million, or $0.21 per diluted share, compared to a net loss attributable to Planet Fitness, Inc. of $3.1 million, or $0.04 per diluted share, in the prior year period. Net income was $18.6 million in the third quarter of 2021 compared to a net loss of $3.3 million in the prior year period. Adjusted net income increased $20.4 million to $22.0 million, or $0.25 per diluted share, from $1.6 million, or $0.02 per diluted share, in the prior year period. Adjusted net income has been adjusted to reflect a normalized federal income tax rate of 26.6% and 26.8% for the current and prior year period, respectively, 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 $30.2 million to $62.2 million from $32.0 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 $20.9 million to $52.0 million. The increase in franchise segment EBITDA for the third quarter 2021 was a result of higher royalty and national advertising fund collections in the three months ended September 30, 2021 consisting of a $10.0 million increase in franchise royalty revenue, a $1.3 million increase in NAF revenue, and a $3.2 million increase in franchise and other fees, primarily attributable to temporary store closures as a result of COVID-19 in the prior year period. Additionally, NAF expense was $4.6 million lower in the three months ended September 30, 2021 due to higher advertising and marketing expenses in the prior year period as a result of increased marketing efforts as stores reopened from COVID-19 related closures;
  • Corporate-owned stores segment EBITDA increased $8.4 million to $14.1 million. The increase was primarily due to temporary store closures as a result of COVID-19 in the prior year period, as well as the opening of seven new corporate-owned stores since July 1, 2020; and
  • Equipment segment EBITDA increased by $5.6 million to $7.9 million driven by higher equipment sales to existing franchisee-owned stores in the three months ended September 30, 2021 compared to the three months ended September 30, 2020. Also contributing to the increase was the 15% discount provided to franchisees on equipment sales in the prior year as a result of the COVID-19 pandemic.

2021 Outlook

For the year ending December 31, 2021, assuming there is no significant worsening of the COVID-19 pandemic that seriously impacts performance, including prolonged store closures or other mandated operational restrictions, the Company is raising its full year outlook as follows:

  • Full-year revenue will be between $570 million and $580 million
  • Selling, General & Administrative expenses will be in the low-to-mid $90 million dollar range
  • Adjusted EBITDA will be between $210 million and $220 million
  • Adjusted net income per share, diluted, will be between $0.75 and $0.80

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 (loss) and Adjusted net income (loss) 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 (loss) and Adjusted net income (loss) per share, diluted. The Company's presentation of Adjusted EBITDA, Adjusted net income (loss) and Adjusted net income (loss) 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 (loss), and Adjusted net income (loss) per share, diluted, to their most directly comparable GAAP financial measure.

Same store sales refers to year-over-year sales comparisons for the same store sales base of both corporate-owned and franchisee-owned stores, which is calculated for a given period by including only sales from stores that had sales in the comparable months of both years. We define the same store sales base to include those stores that have been open and for which monthly membership dues have been billed for longer than 12 months. We measure same store sales based solely upon monthly dues billed to members of our corporate-owned and franchisee-owned stores. As a result of the closure of all of our stores due to COVID-19 in March 2020, a majority of stores remained closed for a portion of the nine months ended September 30, 2020. Because less than 50% of our stores in the same store sales base had membership billings in all of the months included in the nine months ended September 30, 2020, we are not providing same store sales comparisons for the nine months ended September 30, 2021 and 2020. For the three months ending September 30, 2021 and 2020, since more than 50% of our stores in the same store sales base billed monthly membership dues in all three months, we have provided same store sales comparisons for those stores that were open during both the current and prior year periods.

The non-GAAP financial measures used in our full-year outlook will differ from net income (loss) and net income (loss) 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 (loss) or net income (loss) per share, diluted, determined in accordance with GAAP or a reconciliation of guidance for Adjusted EBITDA 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, 2021. Accordingly, a reconciliation of the Company's guidance for Adjusted EBITDA and Adjusted net income per share, diluted, to the most directly comparable GAAP measure cannot be made available without unreasonable effort. 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, 2021.

Investor Conference Call

The Company will hold a conference call at 8:00 AM (ET) on November 4, 2021 to discuss the news announced in this press release. The webcast will be archived on the website for one year.

 

Planet Fitness, Inc. and subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share amounts) 

 

 
   

For the three months ended

September 30,

 

For the nine months ended

September 30,

   

2021

 

2020

 

2021

 

2020

Revenue:

               

Franchise

 

$

61,481

   

$

47,171

   

$

173,419

   

$

112,296

 

Commission income

 

39

   

48

   

381

   

483

 

National advertising fund revenue

 

13,863

   

12,538

   

38,493

   

26,509

 

Corporate-owned stores

 

43,899

   

28,289

   

122,355

   

78,224

 

Equipment

 

34,973

   

17,337

   

68,735

   

55,335

 

Total revenue

 

154,255

   

105,383

   

403,383

   

272,847

 

Operating costs and expenses:

               

Cost of revenue

 

27,097

   

15,302

   

53,579

   

45,625

 

Store operations

 

27,751

   

21,371

   

82,088

   

62,209

 

Selling, general and administrative

 

22,969

   

18,295

   

67,248

   

51,143

 

National advertising fund expense

 

15,586

   

20,157

   

41,868

   

46,240

 

Depreciation and amortization

 

16,248

   

13,636

   

46,758

   

39,436

 

Other (gain) loss

 

57

   

580

   

(2,363)

   

606

 

Total operating costs and expenses

 

109,708

   

89,341

   

289,178

   

245,259

 

Income from operations

 

44,547

   

16,042

   

114,205

   

27,588

 

Other expense, net:

               

Interest income

 

233

   

349

   

645

   

2,635

 

Interest expense

 

(20,350)

   

(20,686)

   

(60,719)

   

(61,394)

 

Other income (expense)

 

677

   

(24)

   

695

   

(784)

 

Total other expense, net

 

(19,440)

   

(20,361)

   

(59,379)

   

(59,543)

 

Income (loss) before income taxes

 

25,107

   

(4,319)

   

54,826

   

(31,955)

 

Provision (benefit) for income taxes

 

6,475

   

(1,035)

   

14,988

   

(7,069)

 

Net income (loss)

 

18,632

   

(3,284)

   

39,838

   

(24,886)

 

Less net income (loss) attributable to non-controlling interests

 

1,189

   

(173)

   

2,804

   

(1,205)

 

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

 

$

17,443

   

$

(3,111)

   

$

37,034

   

$

(23,681)

 

Net income (loss) per share of Class A common stock:

               

Basic

 

$

0.21

   

$

(0.04)

   

$

0.45

   

$

(0.30)

 

Diluted

 

$

0.21

   

$

(0.04)

   

$

0.44

   

$

(0.30)

 

Weighted-average shares of Class A common stock outstanding:

               

Basic

 

83,274

   

80,221

   

83,194

   

79,763

 

Diluted

 

83,879

   

80,221

   

83,808

   

79,763

 

 

Planet Fitness, Inc. and subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands, except per share amounts)

 

 
   

September 30, 2021

 

December 31, 2020

Assets

       

Current assets:

       

Cash and cash equivalents

 

$

527,346

   

$

439,478

 

Restricted cash

 

58,128

   

76,322

 

Accounts receivable, net of allowance for bad debts of $0 and $7 at September 30, 2021 and December
31, 2020, respectively

 

11,137

   

16,447

 

Inventory

 

4,099

   

473

 

Deferred expenses – national advertising fund

 

1,162

   

 

Prepaid expenses

 

12,827

   

11,881

 

Other receivables

 

9,453

   

16,754

 

Income tax receivables

 

4,960

   

5,461

 

Total current assets

 

629,112

   

566,816

 

Property and equipment, net of accumulated depreciation of $140,738 and $107,720 at September 30,
2021 and December 31, 2020, respectively

 

162,378

   

160,677

 

Investments

 

35,949

   

 

Right of use assets, net

 

177,733

   

164,252

 

Intangible assets, net

 

204,598

   

217,075

 

Goodwill

 

227,821

   

227,821

 

Deferred income taxes

 

510,255

   

511,200

 

Other assets, net

 

1,851

   

1,896

 

Total assets

 

$

1,949,697

   

$

1,849,737

 

Liabilities and stockholders' deficit

       

Current liabilities:

       

Current maturities of long-term debt

 

$

17,500

   

$

17,500

 

Accounts payable

 

21,703

   

19,388

 

Accrued expenses

 

33,042

   

22,042

 

Equipment deposits

 

20,889

   

795

 

Deferred revenue, current

 

31,120

   

26,691

 

Payable pursuant to tax benefit arrangements, current

 

12,456

   

 

Other current liabilities

 

23,475

   

25,479

 

Total current liabilities

 

160,185

   

111,895

 

Long-term debt, net of current maturities

 

1,668,054

   

1,676,426

 

Borrowings under Variable Funding Notes

 

75,000

   

75,000

 

Lease liabilities, net of current portion

 

183,942

   

167,910

 

Deferred revenue, net of current portion

 

31,641

   

32,587

 

Deferred tax liabilities

 

724

   

881

 

Payable pursuant to tax benefit arrangements, net of current portion

 

485,906

   

488,200

 

Other liabilities

 

2,650

   

2,511

 

Total noncurrent liabilities

 

2,447,917

   

2,443,515

 

Stockholders' equity (deficit):

       

Class A common stock, $0.0001 par value - 300,000 authorized, 83,342 and 82,821 shares issued and
outstanding as of September 30, 2021 and December 31, 2020, respectively

 

8

   

8

 

Class B common stock, $0.0001 par value - 100,000 authorized, 3,263 and 3,722 shares issued and
outstanding as of September 30, 2021 and December 31, 2020, respectively

 

1

   

1

 

Accumulated other comprehensive income

 

12

   

27

 

Additional paid in capital

 

53,970

   

45,673

 

Accumulated deficit

 

(714,544)

   

(751,578)

 

Total stockholders' deficit attributable to Planet Fitness, Inc.

 

(660,553)

   

(705,869)

 

Non-controlling interests

 

2,148

   

196

 

Total stockholders' deficit

 

(658,405)

   

(705,673)

 

Total liabilities and stockholders' deficit

 

$

1,949,697

   

$

1,849,737

 

 

Planet Fitness, Inc. and subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands, except per share amounts)

 

 
   

For the nine months ended September 30,

   

2021

 

2020

Cash flows from operating activities:

       

Net income (loss)

 

$

39,838

   

$

(24,886)

 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

       

Depreciation and amortization

 

46,758

   

39,436

 

Amortization of deferred financing costs

 

4,753

   

4,801

 

Amortization of asset retirement obligations

 

55

   

48

 

Dividends accrued on investment

 

(949)

   

 

Deferred tax expense (benefit)

 

12,774

   

(7,506)

 

Gain on re-measurement of tax benefit arrangement

 

(348)

   

(502)

 

Provision for bad debts

 

10

   

(45)

 

Gain on disposal of property and equipment

 

(46)

   

 

Equity-based compensation

 

6,267

   

3,564

 

Other

 

(1)

   

(93)

 

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

       

Accounts receivable

 

5,321

   

28,146

 

Inventory

 

(3,625)

   

(929)

 

Other assets and other current assets

 

9,618

   

(11,364)

 

National advertising fund

 

(1,162)

   

3,446

 

Accounts payable and accrued expenses

 

9,413

   

(11,148)

 

Other liabilities and other current liabilities

 

(3,540)

   

461

 

Income taxes

 

452

   

(1,885)

 

Payable pursuant to tax benefit arrangements

 

   

(18,396)

 

Equipment deposits

 

20,099

   

(1,486)

 

Deferred revenue

 

3,483

   

(5,052)

 

Leases and deferred rent

 

320

   

1,275

 

Net cash provided by (used in) operating activities

 

149,490

   

(2,115)

 

Cash flows from investing activities:

       

Additions to property and equipment

 

(31,791)

   

(36,719)

 

Proceeds from sale of property and equipment

 

19

   

282

 

Investments

 

(35,000)

   

 

Net cash used in investing activities

 

(66,772)

   

(36,437)

 

Cash flows from financing activities:

       

Principal payments on capital lease obligations

 

(146)

   

(118)

 

Proceeds from borrowings under Variable Funding Notes

 

   

75,000

 

Repayment of long-term debt

 

(13,125)

   

(13,125)

 

Proceeds from issuance of Class A common stock

 

916

   

1,881

 

Dividend equivalent payments

 

   

(227)

 

Distributions to Continuing LLC Members

 

(670)

   

(1,658)

 

Net cash (used in) provided by financing activities

 

(13,025)

   

61,753

 

Effects of exchange rate changes on cash and cash equivalents

 

(19)

   

(394)

 

Net increase in cash, cash equivalents and restricted cash

 

69,674

   

22,807

 

Cash, cash equivalents and restricted cash, beginning of period

 

515,800

   

478,795

 

Cash, cash equivalents and restricted cash, end of period

 

$

585,474

   

$

501,602

 

Supplemental cash flow information:

       

Net cash paid for income taxes

 

$

1,683

   

$

2,319

 

Cash paid for interest

 

$

56,231

   

$

56,750

 

Non-cash investing activities:

       

Non-cash additions to property and equipment

 

$

5,507

   

$

7,629

 

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 (loss) and Adjusted net income (loss) 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 (loss) and Adjusted net income (loss) per share, diluted. The Company's presentation of Adjusted EBITDA, Adjusted net income (loss), and Adjusted net income (loss) 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 (loss), the most directly comparable GAAP measure, is set forth below.

   

Three months ended September 30,

 

Nine months ended September 30,

   

2021

 

2020

 

2021

 

2020

(in thousands)

               

Net income (loss)

 

$

18,632

   

$

(3,284)

   

$

39,838

   

$

(24,886)

 

Interest income

 

(233)

   

(349)

   

(645)

   

(2,635)

 

Interest expense

 

20,350

   

20,686

   

60,719

   

61,394

 

Provision (benefit) for income taxes

 

6,475

   

(1,035)

   

14,988

   

(7,069)

 

Depreciation and amortization

 

16,248

   

13,636

   

46,758

   

39,436

 

EBITDA

 

$

61,472

   

$

29,654

   

$

161,658

   

$

66,240

 

Purchase accounting adjustments-revenue(1)

 

72

   

70

   

269

   

216

 

Purchase accounting adjustments-rent(2)

 

110

   

130

   

324

   

400

 

Severance costs(3)

 

   

830

   

   

990

 

Pre-opening costs(4)

 

455

   

699

   

1,302

   

1,214

 

Insurance recovery(5)

 

   

   

(2,500)

   

 

Tax benefit arrangement remeasurement(6)

 

   

   

(348)

   

(502)

 

Other(7)

 

55

   

598

   

743

   

691

 

Adjusted EBITDA

 

$

62,164

   

$

31,981

   

$

161,448

   

$

69,249

 
   

(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 ADA fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected upfront 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 $44, $43, $127, and $124 in the three and nine months ended September 30, 2021 and 2020, 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 $64, $87, $197 and $276 in the three and nine months ended September 30, 2021 and 2020, respectively, are due to the amortization of favorable and unfavorable leases. 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 severance expense recorded in connection with an equity award modification.

(4)

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.

(5)

Represents an insurance recovery of previously recognized expenses related to the settlement of legal claims.

(6)

Represents gains related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate.

(7)

Represents certain other charges and gains that we do not believe reflect our underlying business performance.

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

   

Three months ended September 30,

 

Nine months ended September 30,

(in thousands)

 

2021

 

2020

 

2021

 

2020

Segment EBITDA

               

Franchise

 

$

52,047

   

$

31,111

   

$

144,983

   

$

71,386

 

Corporate-owned stores

 

14,102

   

5,711

   

35,164

   

11,376

 

Equipment

 

7,917

   

2,271

   

15,355

   

9,948

 

Corporate and other

 

(12,594)

   

(9,439)

   

(33,844)

   

(26,470)

 

Total Segment EBITDA(1)

 

$

61,472

   

$

29,654

   

$

161,658

   

$

66,240

 
   

(1)

Total Segment EBITDA is equal to EBITDA.

Adjusted Net Income (loss) and Adjusted Net Income (loss) per Diluted Share

Our presentation of Adjusted net income (loss) assumes that all net income (loss) 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 (loss) per share, diluted, is calculated by dividing Adjusted net income (loss) 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 (loss) and Adjusted net income (loss) 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 (loss) and Adjusted net income (loss) per share, diluted, supplement GAAP measures and enable us to more effectively evaluate our performance period-over-period. A reconciliation of Adjusted net income (loss) to net income (loss), the most directly comparable GAAP measure, and the computation of Adjusted net income (loss) per share, diluted, are set forth below.

   

Three months ended September 30,

 

Nine months ended September 30,

(in thousands, except per share amounts)

 

2021

 

2020

 

2021

 

2020

Net income (loss)

 

$

18,632

   

$

(3,284)

   

$

39,838

   

$

(24,886)

 

Provision for income taxes, as reported

 

6,475

   

(1,035)

   

14,988

   

(7,069)

 

Purchase accounting adjustments-revenue(1)

 

72

   

70

   

269

   

216

 

Purchase accounting adjustments-rent(2)

 

110

   

130

   

324

   

400

 

Severance costs(3)

 

   

830

   

   

990

 

Pre-opening costs(4)

 

455

   

699

   

1,302

   

1,214

 

Insurance recovery(5)

 

   

   

(2,500)

   

 

Tax benefit arrangement remeasurement(6)

 

   

   

(348)

   

(502)

 

Other(7)

 

55

   

598

   

743

   

691

 

Purchase accounting amortization(8)

 

4,159

   

4,211

   

12,477

   

12,635

 

Adjusted income (loss) before income taxes

 

$

29,958

   

$

2,219

   

$

67,093

   

$

(16,311)

 

Adjusted income taxes(9)

 

7,969

   

595

   

17,847

   

(4,371)

 

Adjusted net income (loss)

 

$

21,989

   

$

1,624

   

$

49,246

   

$

(11,940)

 
                 

Adjusted net income (loss) per share, diluted

 

$

0.25

   

$

0.02

   

$

0.56

   

$

(0.14)

 
                 

Adjusted weighted-average shares outstanding(10)

 

87,204

   

86,512

   

87,194

   

86,618

 
   

(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 ADA fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected upfront 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 $44, $43, $127, and $124 in the three and nine months ended September 30, 2021 and 2020, 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 $64, $87, $197 and $276 in the three and nine months ended September 30, 2021 and 2020, respectively, are due to the amortization of favorable and unfavorable leases. 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 severance expense recorded in connection with an equity award modification.

(4)

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.

(5)

Represents an insurance recovery of previously recognized expenses related to the settlement of legal claims.

(6)

Represents gains related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate.

(7)

Represents certain other charges and gains that we do not believe reflect our underlying business performance.

(8)

Includes $3,096, $3,096, $9,288 and $9,288 of amortization of intangible assets, for the three and nine months ended September 30, 2021 and 2020, recorded in connection with the 2012 Acquisition, and $1,063, $1,115, $3,189 and $3,346 of amortization of intangible assets for the three months ended September 30, 2021 and 2020, respectively, recorded in connection with historical acquisitions 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.

(9)

Represents corporate income taxes at an assumed effective tax rate of 26.6% for the three and nine months ended September 30, 2021 and 26.8% for the three and nine months ended September 30, 2020, applied to adjusted income before income (loss) taxes.

(10)

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 (loss) per share, diluted, to Adjusted net income (loss) per share, diluted is set forth below for the three and nine months ended September 30, 2021 and 2020:

   

For the three months ended

September 30, 2021

 

For the three months ended

September 30, 2020

(in thousands, except per share amounts)

 

Net income

 

Weighted
Average
Shares

 

Net income
per share,
diluted

 

Net loss

 

Weighted
Average
Shares

 

Net loss
per share,
diluted

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

 

$

17,443

   

83,879

   

$

0.21

   

$

(3,111)

   

80,221

   

$

(0.04)

 

Assumed exchange of shares(2)

 

1,189

   

3,325

       

(173)

   

6,291

     

Net income (loss)

 

18,632

           

(3,284)

         

Adjustments to arrive at adjusted income

   (loss) before income taxes(3)

 

11,326

           

5,503

         

Adjusted income (loss) before income taxes

 

29,958

           

2,219

         

Adjusted income tax expense (benefit)(4)

 

7,969

           

595

         

Adjusted net income (loss)

 

$

21,989

   

87,204

   

$

0.25

   

$

1,624

   

86,512

   

$

0.02

 
   

(1)

Represents net income (loss) 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 (loss) 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 (loss) table above to arrive at adjusted income (loss) before income taxes.

(4)

Represents corporate income taxes at an assumed effective tax rate of 26.6% and 26.8% for the three months ended September 30, 2021 and 2020, respectively, applied to adjusted income (loss) before income taxes.

   

For the nine months ended

September 30, 2021

 

For the nine months ended

September 30, 2020

(in thousands, except per share amounts)

 

Net income

 

Weighted
Average
Shares

 

Net income
per share,
diluted

 

Net loss

 

Weighted
Average
Shares

 

Net loss
per share,
diluted

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

 

$

37,034

   

83,808

   

$

0.44

   

$

(23,681)

   

79,763

   

$

(0.30)

 

Assumed exchange of shares(2)

 

2,804

   

3,386

       

(1,205)

   

6,855

     

Net income (loss)

 

39,838

           

(24,886)

         

Adjustments to arrive at adjusted income

   (loss) before income taxes(3)

 

27,255

           

8,575

         

Adjusted income (loss) before income taxes

 

67,093

           

(16,311)

         

Adjusted income tax expense (benefit)(4)

 

17,847

           

(4,371)

         

Adjusted net income (loss)

 

$

49,246

   

87,194

   

$

0.56

   

$

(11,940)

   

86,618

   

$

(0.14)

 
   

(1)

Represents net income (loss) 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 (loss) 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 (loss) table above to arrive at adjusted income (loss) before income taxes.

(4)

Represents corporate income taxes at an assumed effective tax rate of 26.6% and 26.8% for the nine months ended September 30, 2021 and 2020, respectively, applied to adjusted income (loss) before income taxes.

SOURCE Planet Fitness

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