System-wide same store
sales increased 6.2%
Ended first quarter with total
membership of approximately 19.6 million
$20.0 million in shares repurchased in
first quarter
Updates 2024 outlook
HAMPTON,
N.H., May 9, 2024 /PRNewswire/ -- Today, Planet
Fitness, Inc. (NYSE: PLNT) reported financial results for its first
quarter ended March 31, 2024.
"Planet Fitness ended the first quarter with approximately 19.6
million members and system-wide same store sales growth of 6.2
percent primarily driven by new member growth. During the quarter,
we faced several headwinds which impacted our results including a
shift in consumer focus in the New Year to savings and concern over
the increase in COVID infections and other illnesses, as well as a
national advertising campaign that we believe may not have
resonated as broadly as we had anticipated. As a result of these
and other factors, we are lowering our outlook for the full year,"
said Craig Benson, Interim Chief
Executive Officer. "Despite these near-term headwinds, we are
acting on the things that we can control. We're focused on
advancing our New Franchisee Growth Model and its strategic
priorities and supporting our franchisees, while driving enhanced
value for shareholders."
Mr. Benson continued, "Looking ahead, we are thrilled that
Colleen Keating will join us as the
next CEO of Planet Fitness in June. Colleen brings over three
decades of experience across a host of industries, and I'm
confident that her expertise in operations, franchise, brand
management and leading customer-facing organizations will support
Planet Fitness's next phase of growth."
First Quarter Fiscal 2024 Highlights
- Total revenue increased from the prior year period by 11.6% to
$248.0 million.
- System-wide same store sales increased 6.2%.
- System-wide sales increased $114.9
million to $1.2 billion, from
$1.1 billion in the prior year
period.
- Net income attributable to Planet Fitness, Inc. was
$34.3 million, or $0.39 per diluted share, compared to $22.7 million, or $0.27 per diluted share, in the prior year
period.
- Net income increased $10.2
million to $35.0 million,
compared to $24.8 million in the
prior year period.
- Adjusted net income(1) increased $10.9 million to $47.3
million, or $0.53 per diluted
share(1), compared to $36.4
million, or $0.41 per diluted
share, in the prior year period.
- Adjusted EBITDA(1) increased $16.1 million to $106.3
million from $90.2 million in
the prior year period.
- 25 new Planet Fitness stores were opened system-wide during the
period, which included 23 franchisee-owned and 2 corporate-owned
stores, bringing system-wide total stores to 2,599 as of
March 31, 2024.
- Repurchased and retired 313,834 shares of Class A common stock
using $20.0 million of cash on
hand.
- Cash and marketable securities of $486.4
million, which includes cash and cash equivalents of
$301.7 million, restricted cash of
$46.2 million and marketable
securities of $138.5 million as of
March 31, 2024.
(1) Adjusted net income, Adjusted EBITDA and
Adjusted net income per share, diluted are non-GAAP measures. For
reconciliations of Adjusted EBITDA and Adjusted net income to U.S.
GAAP ("GAAP") net income and a computation of Adjusted net income
per share, diluted, see "Non-GAAP Financial Measures" accompanying
this press release.
Operating Results for the First Quarter Ended March 31,
2024
For the first quarter of 2024, total revenue increased
$25.8 million or 11.6% to
$248.0 million from $222.2 million in the prior year period,
including system-wide same store sales growth of 6.2%. By
segment:
- Franchise segment revenue increased $11.3 million or 12.2% to $104.0 million from $92.7
million in the prior year period. Of the increase,
$7.8 million was due to higher
royalty revenue, of which $4.0
million was attributable to a franchise same store sales
increase of 6.3%, $1.6 million was
due to new stores opened since January 1,
2023 and $2.2 million was due
to higher royalties on annual fees. This increase also includes
$3.0 million of higher National
Advertising Fund ("NAF") revenue;
- Corporate-owned stores segment revenue increased $16.5 million or 15.6% to $122.4 million from $105.9
million in the prior year period. Of the increase,
$10.6 million was attributable to a
corporate-owned store same store sales increase of 6.2%,
$3.5 million was from new stores
opened since January 1, 2023 and
$2.4 million was from the acquisition
of four stores in Florida (the
"Florida Acquisition") in the prior year; and
- Equipment segment revenue decreased $2.0
million or 8.6% to $21.6
million from $23.7 million in
the prior year period. Of the decrease, $1.1
million was due to lower revenue from equipment sales to new
franchisee-owned stores and $0.9
million was due to lower revenue from equipment sales to
existing franchisee-owned stores. In the first quarter of 2024, we
had equipment sales to 14 new franchisee-owned stores compared to
18 in the prior year period.
For the first quarter of 2024, net income attributable to Planet
Fitness, Inc. was $34.3 million, or
$0.39 per diluted share, compared to
$22.7 million, or $0.27 per diluted share, in the prior year
period. Net income was $35.0 million
in the first quarter of 2024 compared to $24.8 million in the prior year period. Adjusted
net income increased 29.9% to $47.3
million, or $0.53 per diluted
share, from $36.4 million, or
$0.41 per diluted share, in the prior
year period. Adjusted net income has been adjusted to reflect a
normalized income tax rate of 25.8% and 25.9% for the first quarter
of 2024 and 2023, 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 17.8% to $106.3 million from $90.2
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 $11.6
million or 17.9% to $76.3
million. The increase is primarily the result of a
$11.3 million increase in franchise
segment revenue as described above, as well as a $3.1 million legal reserve that negatively
impacted the first quarter of 2023, partially offset by
$2.8 million of higher NAF
expense;
- Corporate-owned stores segment EBITDA increased $8.6 million or 25.6% to $42.1 million. The increase was primarily
attributable to $8.0 million from the
corporate-owned same store sales increase of 6.2% and $1.2 million from the stores acquired in the
Florida Acquisition, partially offset by lower EBITDA of
$1.1 million from new stores opened
since January 1, 2023.
- Equipment segment EBITDA decreased $0.8
million or 14.6% to $4.8
million, primarily due to lower equipment sales to new and
existing franchisee-owned stores, as described above.
2024 Outlook
For the year ending December 31,
2024, the Company is updating or reiterating the following
expectations:
- It continues to expect new equipment placements of
approximately 120 to 130 in franchisee-owned locations
- It continues to expect system-wide new store openings of
approximately 140 to 150 locations
- It now expects system-wide same store sales in the 3% to 5%
percentage range (previously it expected 5% to 6%)
The following are 2024 growth expectations over the
Company's 2023 results:
- It now expects revenue to increase in the 4% to 6% range
(previously it expected 6% to 7%)
- It now expects adjusted EBITDA to increase in the 7% to 9%
range (previously it expected 10% to 11%)
- It now expects adjusted net income to increase in the 6% to 8%
range (previously it expected 9% to 10%)
- It now expects adjusted net income per share, diluted to
increase in the 7% to 9% range (previously it expected 10% to 11%),
based on adjusted diluted weighted-average shares outstanding of
approximately 88.0 million, inclusive of one million shares
repurchased in 2024.
The Company continues to expect 2024 net interest expense to be
approximately $70.0 million. It also
expects capital expenditures to increase approximately 25% driven
by additional stores in our corporate-owned portfolio and
depreciation and amortization to increase in the 11% to 12%
range.
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, 2024. 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, 2024, and therefore
cannot be made available without unreasonable effort.
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.
Investor Conference Call
The Company will hold a conference call at 8:00AM (ET) on May 9, 2024 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 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 "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," those attributed to the Company's
Interim Chief Executive Officer in this press release, the
Company's expected membership growth, the expected impact on
franchisees of the Company's New Growth Model, the Company's
expectations about the number of stores it can have in the U.S.,
share repurchases, and other statements, estimates and projections
that do not relate solely to historical facts. Forward-looking
statements can be identified by words such as "anticipate,"
"believe," "envision," "estimate," "expect," "intend," "may,"
"goal," "plan," "prospect," "predict," "project," "target,"
"potential," "will," "would," "could," "should," "continue,"
"ongoing," "contemplate," "future," "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
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,
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 and, once
available, 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.
Planet Fitness, Inc. and
subsidiaries
Condensed Consolidated Statements of
Operations
(Unaudited)
|
|
|
|
Three Months Ended
March 31,
|
(in thousands,
except per share amounts)
|
|
2024
|
|
2023
|
Revenue:
|
|
|
|
|
Franchise
|
|
$
84,234
|
|
$
75,878
|
National advertising
fund revenue
|
|
19,786
|
|
16,804
|
Franchise
segment
|
|
104,020
|
|
92,682
|
Corporate-owned
stores
|
|
122,378
|
|
105,882
|
Equipment
|
|
21,619
|
|
23,661
|
Total
revenue
|
|
248,017
|
|
222,225
|
Operating costs and
expenses:
|
|
|
|
|
Cost of
revenue
|
|
18,993
|
|
19,354
|
Store
operations
|
|
74,353
|
|
66,015
|
Selling, general and
administrative
|
|
29,193
|
|
27,767
|
National advertising
fund expense
|
|
19,792
|
|
16,987
|
Depreciation and
amortization
|
|
39,380
|
|
36,010
|
Other losses,
net
|
|
484
|
|
3,936
|
Total operating costs
and expenses
|
|
182,195
|
|
170,069
|
Income from
operations
|
|
65,822
|
|
52,156
|
Other income (expense),
net:
|
|
|
|
|
Interest
income
|
|
5,461
|
|
3,931
|
Interest
expense
|
|
(21,433)
|
|
(21,599)
|
Other income,
net
|
|
647
|
|
113
|
Total other expense,
net
|
|
(15,325)
|
|
(17,555)
|
Income before income
taxes
|
|
50,497
|
|
34,601
|
Provision for income
taxes
|
|
14,324
|
|
9,567
|
Losses from
equity-method investments, net of tax
|
|
(1,200)
|
|
(265)
|
Net income
|
|
34,973
|
|
24,769
|
Less net income
attributable to non-controlling interests
|
|
664
|
|
2,064
|
Net income
attributable to Planet Fitness, Inc.
|
|
$
34,309
|
|
$
22,705
|
Net income per share of
Class A common stock:
|
|
|
|
|
Basic
|
|
$
0.39
|
|
$
0.27
|
Diluted
|
|
$
0.39
|
|
$
0.27
|
Weighted-average shares
of Class A common stock outstanding:
|
|
|
|
|
Basic
|
|
86,909
|
|
84,444
|
Diluted
|
|
87,222
|
|
84,787
|
Planet Fitness, Inc. and
subsidiaries
Condensed Consolidated Balance
Sheets
(Unaudited)
|
|
(in thousands,
except per share amounts)
|
|
March 31,
2024
|
|
December 31,
2023
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
301,707
|
|
$
275,842
|
Restricted
cash
|
|
46,190
|
|
46,279
|
Short-term marketable
securities
|
|
93,362
|
|
74,901
|
Accounts receivable,
net of allowances for uncollectible amounts of $0 and $0 as of
March 31, 2024 and December 31, 2023,
respectively
|
|
23,837
|
|
41,890
|
Inventory
|
|
4,959
|
|
4,677
|
Restricted assets -
national advertising fund
|
|
17,945
|
|
—
|
Prepaid
expenses
|
|
18,945
|
|
13,842
|
Other
receivables
|
|
12,513
|
|
11,072
|
Income tax
receivable
|
|
1,324
|
|
3,314
|
Total current
assets
|
|
520,782
|
|
471,817
|
Long-term marketable
securities
|
|
45,165
|
|
50,886
|
Investments, net of
allowance for expected credit losses of $18,164 and $17,689 as of
March 31, 2024 and December 31, 2023,
respectively
|
|
76,360
|
|
77,507
|
Property and equipment,
net of accumulated depreciation of $349,068 and $322,958, as of
March 31, 2024 and December 31, 2023,
respectively
|
|
382,019
|
|
390,405
|
Right-of-use assets,
net
|
|
385,796
|
|
381,010
|
Intangible assets,
net
|
|
359,750
|
|
372,507
|
Goodwill
|
|
719,074
|
|
717,502
|
Deferred income
taxes
|
|
499,839
|
|
504,188
|
Other assets,
net
|
|
3,993
|
|
3,871
|
Total
assets
|
|
$
2,992,778
|
|
$
2,969,693
|
Liabilities and
stockholders' deficit
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Current maturities of
long-term debt
|
|
$
20,750
|
|
$
20,750
|
Accounts
payable
|
|
20,560
|
|
23,788
|
Accrued
expenses
|
|
43,709
|
|
66,299
|
Equipment
deposits
|
|
7,594
|
|
4,506
|
Deferred revenue,
current
|
|
77,263
|
|
59,591
|
Payable pursuant to
tax benefit arrangements, current
|
|
41,294
|
|
41,294
|
Other current
liabilities
|
|
35,331
|
|
35,101
|
Total current
liabilities
|
|
246,501
|
|
251,329
|
Long-term debt, net of
current maturities
|
|
1,959,032
|
|
1,962,874
|
Lease liabilities, net
of current portion
|
|
390,399
|
|
381,589
|
Deferred revenue, net
of current portion
|
|
33,820
|
|
32,047
|
Deferred tax
liabilities
|
|
1,666
|
|
1,644
|
Payable pursuant to tax
benefit arrangements, net of current portion
|
|
456,700
|
|
454,368
|
Other
liabilities
|
|
3,891
|
|
4,833
|
Total noncurrent
liabilities
|
|
2,845,508
|
|
2,837,355
|
Stockholders' equity
(deficit):
|
|
|
|
|
Class A common stock,
$0.0001 par value, 300,000 shares authorized, 86,832 and 86,760
shares issued and outstanding as of March 31, 2024
and December 31, 2023, respectively
|
|
9
|
|
9
|
Class B common stock,
$0.0001 par value, 100,000 shares authorized, 1,071 and
1,397 shares issued and outstanding as of March 31,
2024
and December 31, 2023, respectively
|
|
—
|
|
—
|
Accumulated other
comprehensive (loss) income
|
|
(435)
|
|
172
|
Additional paid in
capital
|
|
581,332
|
|
575,631
|
Accumulated
deficit
|
|
(677,321)
|
|
(691,461)
|
Total stockholders'
deficit attributable to Planet Fitness, Inc.
|
|
(96,415)
|
|
(115,649)
|
Non-controlling
interests
|
|
(2,816)
|
|
(3,342)
|
Total stockholders'
deficit
|
|
(99,231)
|
|
(118,991)
|
Total liabilities and
stockholders' deficit
|
|
$
2,992,778
|
|
$
2,969,693
|
Planet Fitness, Inc. and
subsidiaries
Condensed Consolidated Statements of Cash
Flows
(Unaudited)
|
|
|
|
Three Months Ended
March 31,
|
(in
thousands)
|
|
2024
|
|
2023
|
Cash flows from
operating activities:
|
|
|
|
|
Net income
|
|
$
34,973
|
|
$
24,769
|
Adjustments to
reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
Depreciation and
amortization
|
|
39,380
|
|
36,010
|
Amortization of
deferred financing costs
|
|
1,346
|
|
1,360
|
Accretion of
marketable securities discount
|
|
(871)
|
|
—
|
Losses from
equity-method investments, net of tax
|
|
1,200
|
|
265
|
Dividends accrued on
held-to-maturity investment
|
|
(528)
|
|
(483)
|
Credit loss on
held-to-maturity investment
|
|
475
|
|
255
|
Deferred tax
expense
|
|
11,367
|
|
8,082
|
Gain on re-measurement
of tax benefit arrangement liability
|
|
(362)
|
|
—
|
Loss on disposal of
property and equipment
|
|
867
|
|
—
|
Equity-based
compensation expense
|
|
975
|
|
2,049
|
Other
|
|
(41)
|
|
(44)
|
Changes in operating
assets and liabilities, net of acquisitions:
|
|
|
|
|
Accounts
receivable
|
|
18,084
|
|
25,619
|
Inventory
|
|
(287)
|
|
266
|
Other assets and other
current assets
|
|
(6,444)
|
|
2,010
|
Restricted assets -
national advertising fund
|
|
(17,945)
|
|
(13,387)
|
Accounts payable and
accrued expenses
|
|
(18,530)
|
|
(19,928)
|
Other liabilities and
other current liabilities
|
|
(548)
|
|
4,907
|
Income
taxes
|
|
1,943
|
|
2,736
|
Equipment
deposits
|
|
3,088
|
|
4,408
|
Deferred
revenue
|
|
19,519
|
|
19,395
|
Leases
|
|
2,071
|
|
(379)
|
Net cash provided by
operating activities
|
|
89,732
|
|
97,910
|
Cash flows from
investing activities:
|
|
|
|
|
Additions to property
and equipment
|
|
(26,311)
|
|
(22,997)
|
Purchases of
marketable securities
|
|
(34,922)
|
|
—
|
Maturities of
marketable securities
|
|
22,589
|
|
—
|
Net cash used in
investing activities
|
|
(38,644)
|
|
(22,997)
|
Cash flows from
financing activities:
|
|
|
|
|
Proceeds from issuance
of Class A common stock
|
|
450
|
|
6,748
|
Principal payments on
capital lease obligations
|
|
(36)
|
|
(56)
|
Repayment of long-term
debt and variable funding notes
|
|
(5,188)
|
|
(5,188)
|
Repurchase and
retirement of Class A common stock
|
|
(20,005)
|
|
(25,005)
|
Distributions paid to
members of Pla-Fit Holdings
|
|
(218)
|
|
(1,106)
|
Net cash used in
financing activities
|
|
(24,997)
|
|
(24,607)
|
Effects of exchange
rate changes on cash and cash equivalents
|
|
(315)
|
|
198
|
Net increase in cash,
cash equivalents and restricted cash
|
|
25,776
|
|
50,504
|
Cash, cash equivalents
and restricted cash, beginning of period
|
|
322,121
|
|
472,499
|
Cash, cash equivalents
and restricted cash, end of period
|
|
$
347,897
|
|
$
523,003
|
Supplemental cash flow
information:
|
|
|
|
|
Cash paid for
interest
|
|
$
20,165
|
|
$
20,373
|
Net cash paid for
(refund received) income taxes
|
|
$
1,013
|
|
$
(1,016)
|
Non-cash investing
activities:
|
|
|
|
|
Non-cash additions to
property and equipment included in accounts payable and accrued
expenses
|
|
$
11,400
|
|
$
11,682
|
Planet Fitness, Inc. and
subsidiaries
Non-GAAP Financial
Measures
(Unaudited)
To supplement its condensed 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
are useful 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 EBITDA, adjusted for the
impact of certain non-cash and other items that we do not consider
in our evaluation of ongoing performance of the Company's core
operations. 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.
A reconciliation of net income, the most directly comparable
GAAP measure, to EBITDA and Adjusted EBITDA is set forth below.
|
Three Months Ended
March 31,
|
(in
thousands)
|
2024
|
|
2023
|
Net income
|
$
34,973
|
|
$
24,769
|
Interest
income
|
(5,461)
|
|
(3,931)
|
Interest
expense
|
21,433
|
|
21,599
|
Provision for income
taxes
|
14,324
|
|
9,567
|
Depreciation and
amortization
|
39,380
|
|
36,010
|
EBITDA
|
104,649
|
|
88,014
|
Purchase accounting
adjustments-revenue(1)
|
20
|
|
86
|
Purchase accounting
adjustments-rent(2)
|
171
|
|
104
|
Transaction fees and
acquisition-related costs(3)
|
—
|
|
394
|
Severance
costs(4)
|
1,602
|
|
—
|
Executive transition
costs(5)
|
283
|
|
—
|
Legal
matters(6)
|
—
|
|
3,300
|
Loss on adjustment of
allowance for credit losses on held-to-maturity
investment(7)
|
475
|
|
255
|
Dividend income on
held-to-maturity investment(8)
|
(528)
|
|
(483)
|
Tax benefit arrangement
remeasurement(9)
|
(362)
|
|
—
|
Amortization of basis
difference of equity-method investments(10)
|
229
|
|
—
|
Other(11)
|
(228)
|
|
(1,459)
|
Adjusted
EBITDA
|
$
106,311
|
|
$
90,211
|
|
|
(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 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 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. An immaterial adjustment for both the three months ended
March 31, 2024 and 2023 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 $0.1 million for
both the three months ended March 31, 2024 and 2023 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 condensed consolidated statements of operations.
|
(3)
|
Represents transaction
fees and acquisition-related costs incurred in connection with our
acquisition of franchisee-owned stores.
|
(4)
|
Represents severance
related expenses recorded in connection with a reduction in force
during the three months ended March 31, 2024.
|
(5)
|
Represents certain
expenses recorded in connection with the departure of the Chief
Executive Officer including costs associated with the search for a
new Chief Executive Officer and retention payments for certain key
employees through the Chief Executive Officer
transition.
|
(6)
|
Represents costs
associated with legal matters in which the Company was a defendant.
In 2023, this represents an increase in the legal reserve related
to preliminary terms of a settlement agreement (the "Preliminary
Settlement Agreement"). The legal reserve liability was
subsequently paid in 2023.
|
(7)
|
Represents a loss on
the adjustment of the allowance for credit losses on the Company's
held-to-maturity investment.
|
(8)
|
Represents dividend
income recognized on a held-to-maturity investment.
|
(9)
|
Represents gains
related to the adjustment of our tax benefit arrangements primarily
due to changes in our deferred state tax rate.
|
(10)
|
Represents the
amortization expense of the Company's pro-rata portion of the basis
difference in its equity method investees, which is included within
losses from equity-method investments, net of tax on our condensed
consolidated statements of operations.
|
(11)
|
Represents certain
other gains and charges 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
March 31,
|
(in
thousands)
|
2024
|
|
2023
|
Segment
EBITDA
|
|
|
|
Franchise
segment
|
$
76,311
|
|
$
64,735
|
Corporate-owned stores
segment
|
42,104
|
|
33,530
|
Equipment
segment
|
4,760
|
|
5,571
|
Corporate and
other(1)
|
(18,526)
|
|
(15,822)
|
Total Segment
EBITDA(2)
|
$
104,649
|
|
$
88,014
|
(1)
|
"Corporate and other"
primarily includes corporate overhead costs, such as payroll and
related benefit costs and professional services that are not
directly attributable to any individual segment.
|
(2)
|
Total Segment EBITDA is
equal to EBITDA, which is a metric that is not presented in
accordance with GAAP. Refer to "—Non-GAAP Financial Measures" for a
definition of EBITDA and a reconciliation to net income, the most
directly comparable GAAP measure.
|
Adjusted Net Income and Adjusted Net Income per Diluted
Share
Our presentation of 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-cash and other 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
weighted-average 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 net income, the most directly comparable
GAAP measure, to Adjusted net income, 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)
|
2024
|
|
2023
|
Net income
|
$
34,973
|
|
$
24,769
|
Provision for income
taxes
|
14,324
|
|
9,567
|
Purchase accounting
adjustments-revenue(1)
|
20
|
|
86
|
Purchase accounting
adjustments-rent(2)
|
171
|
|
104
|
Transaction fees and
acquisition-related costs(3)
|
—
|
|
394
|
Severance
costs(4)
|
1,602
|
|
—
|
Executive transition
costs(5)
|
283
|
|
—
|
Legal
matters(6)
|
—
|
|
3,300
|
Loss on adjustment of
allowance for credit losses on held-to-maturity
investment(7)
|
475
|
|
255
|
Dividend income on
held-to-maturity investment(8)
|
(528)
|
|
(483)
|
Tax benefit
arrangement remeasurement(9)
|
(362)
|
|
—
|
Amortization of basis
difference of equity-method investments(10)
|
229
|
|
—
|
Other(11)
|
(228)
|
|
(1,459)
|
Purchase accounting
amortization(12)
|
12,757
|
|
12,577
|
Adjusted income before
income taxes
|
63,716
|
|
49,110
|
Adjusted income
taxes(13)
|
16,439
|
|
12,719
|
Adjusted net
income
|
$
47,277
|
|
$
36,391
|
Adjusted net income
per share, diluted
|
$
0.53
|
|
$
0.41
|
Adjusted
weighted-average shares outstanding,
diluted(14)
|
88,399
|
|
89,794
|
|
|
(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 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 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 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. An immaterial adjustment for both the three months ended
March 31, 2024 and 2023 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 $0.1 million for
both the three months ended March 31, 2024 and 2023 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 condensed consolidated statements of operations.
|
(3)
|
Represents transaction
fees and acquisition-related costs incurred in connection with our
acquisition of franchisee-owned stores.
|
(4)
|
Represents severance
related expenses recorded in connection with a reduction in force
during the three months ended March 31, 2024.
|
(5)
|
Represents certain
expenses recorded in connection with the departure of the Chief
Executive Officer including costs associated with the search for a
new Chief Executive Officer and retention payments for certain key
employees through the Chief Executive Officer
transition.
|
(6)
|
Represents costs
associated with legal matters in which the Company was a defendant.
In 2023, this represents an increase in the legal reserve, net of
legal fees paid, related to the Preliminary Settlement Agreement.
The legal reserve liability was subsequently paid in
2023.
|
(7)
|
Represents a loss on
the adjustment of the allowance for credit losses on the Company's
held-to-maturity investment.
|
(8)
|
Represents dividend
income recognized on a held-to-maturity investment.
|
(9)
|
Represents gains
related to the adjustment of our tax benefit arrangements primarily
due to changes in our deferred state tax rate.
|
(10)
|
Represents the
amortization expense of the Company's pro-rata portion of the basis
difference in its equity method investees, which is included within
losses from equity-method investments, net of tax on our condensed
consolidated statements of operations.
|
(11)
|
Represents certain
other gains and charges that we do not believe reflect our
underlying business performance.
|
(12)
|
Includes $3.1 million
of amortization of intangible assets recorded in connection with
the 2012 Acquisition, other than favorable leases, for each of the
three months ended March 31, 2024 and 2023, and $9.7 million
and $9.5 million of amortization of intangible assets created in
connection with historical acquisitions of franchisee-owned stores
for the three months ended March 31, 2024 and 2023,
respectively. The adjustment represents the amount of actual
non-cash amortization expense recorded, in accordance with GAAP, in
each period.
|
(13)
|
Represents corporate
income taxes at an assumed effective tax rate of 25.8% and
25.9% for the three months ended March 31, 2024 and 2023,
respectively, applied to adjusted income before income
taxes.
|
(14)
|
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:
|
Three Months Ended
March 31, 2024
|
|
Three Months Ended
March 31, 2023
|
(in thousands,
except per share amounts)
|
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)
|
$
34,309
|
|
87,222
|
|
$
0.39
|
|
$
22,705
|
|
84,787
|
|
$
0.27
|
Assumed exchange of
shares(2)
|
664
|
|
1,177
|
|
|
|
2,064
|
|
5,007
|
|
|
Net income
|
34,973
|
|
|
|
|
|
24,769
|
|
|
|
|
Adjustments to arrive
at adjusted income before income taxes(3)
|
28,743
|
|
|
|
|
|
24,341
|
|
|
|
|
Adjusted income before
income taxes
|
63,716
|
|
|
|
|
|
49,110
|
|
|
|
|
Adjusted income
taxes(4)
|
16,439
|
|
|
|
|
|
12,719
|
|
|
|
|
Adjusted net
income
|
$
47,277
|
|
88,399
|
|
$
0.53
|
|
$
36,391
|
|
89,794
|
|
$
0.41
|
|
|
(1)
|
Represents net income
attributable to Planet Fitness, Inc. and the associated weighted
average shares 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. as of the beginning of the period presented.
Also assumes the addition of net income attributable to
non-controlling interests corresponding with the assumed exchange
of Holdings Units and shares of Class B common stock 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 25.8% and 25.9%
for the three months ended March 31, 2024 and 2023,
respectively, applied to adjusted income before income
taxes.
|

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SOURCE Planet Fitness, Inc.