Reiterates 2024 outlook
Consummated
$800 million refinancing
transaction
Executed $280
million Accelerated Share Repurchase in second
quarter
HAMPTON,
N.H., Aug. 6, 2024 /PRNewswire/ -- Today,
Planet Fitness, Inc. (NYSE: PLNT) reported financial results for
its second quarter ended June 30, 2024.
"Since I stepped into the CEO role in June, I have become even
more confident and excited about my decision to join such an iconic
brand, supported by a strong foundation and team, a solid base of
approximately 100 franchisees, and approximately 19.7 million
members," said Colleen Keating,
Chief Executive Officer. "During the quarter, we continued to
demonstrate the unique strength of our asset-light, highly
franchised business model by refinancing a portion of our debt and
entering a $280 million accelerated
share repurchase program as we strive to deliver enhanced
shareholder value."
Ms. Keating continued, "As we enter our next chapter, we are
committed to further defining our growth ambition and capitalizing
on the meaningful opportunities across the industry both in the
U.S. and internationally. This includes maintaining a steadfast
focus on delivering an unparalleled member experience, evolving our
brand messaging and operating under the principle that when our
franchisees win, we win. By doing so, I'm confident in our
potential for long-term sustainable growth of stores and members,
and our ability to deliver significant value for
shareholders."
Second Quarter Fiscal 2024 Highlights
- Total revenue increased from the prior year period by 5.1% to
$300.9 million.
- System-wide same store sales increased 4.2%.
- System-wide sales increased to $1.2
billion from $1.1 billion in
the prior year period.
- Net income attributable to Planet Fitness, Inc. was
$48.6 million, or $0.56 per diluted share, compared to $41.1 million, or $0.48 per diluted share, in the prior year
period.
- Net income increased $5.1 million
to $49.3 million, compared to
$44.2 million in the prior year
period.
- Adjusted net income(1) increased $4.5 million to $62.2
million, or $0.71 per diluted
share(1), compared to $57.7
million, or $0.65 per diluted
share, in the prior year period.
- Adjusted EBITDA(1) increased $8.6 million to $127.5
million from $118.9 million in
the prior year period.
- 18 new Planet Fitness stores were opened system-wide during the
period, which included 17 franchisee-owned and 1 corporate-owned
stores, bringing system-wide total stores to 2,617 as of
June 30, 2024.
- Cash and marketable securities of $447.7
million, which includes cash and cash equivalents of
$247.0 million, restricted cash of
$47.8 million and marketable
securities of $152.9 million as of
June 30, 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 Second Quarter Ended June 30,
2024
For the second quarter of 2024, total revenue increased
$14.5 million or 5.1% to $300.9 million from $286.5
million in the prior year period, including system-wide same
store sales growth of 4.2%. By segment:
- Franchise segment revenue increased $8.9
million or 9.1% to $107.8
million from $98.8 million in
the prior year period. Of the increase, $6.3
million was due to higher royalty revenue, of which
$3.1 million was attributable to a
franchise same store sales increase of 4.3%, $1.8 million was attributable to new stores
opened since April 1, 2023 and
$1.3 million was from higher
royalties on annual fees. Franchise segment revenue also includes
$2.1 million of higher National
Advertising Fund ("NAF") revenue;
- Corporate-owned stores segment revenue increased $11.7 million or 10.3% to $125.5 million from $113.8
million in the prior year period. Of the increase,
$6.6 million was attributable to
corporate-owned stores included in the same store sales base, of
which $1.9 million was attributable
to a same store sales increase of 4.0%, $1.9
million was attributable to higher annual fee revenue and
$2.9 million was attributable to
other fees. Additionally, $5.1
million was from new stores opened and acquired since
April 1, 2023; and
- Equipment segment revenue decreased $6.2
million or 8.4% to $67.7
million from $73.9 million in
the prior year period. Of the decrease, $4.7
million was due to lower revenue from equipment sales to new
franchisee-owned stores and $1.5
million was due to lower revenue from equipment sales to
existing franchisee-owned stores. In the second quarter of 2024, we
had equipment sales to 18 new franchisee-owned stores compared to
26 in the prior year period.
For the second quarter of 2024, net income attributable to
Planet Fitness, Inc. was $48.6
million, or $0.56 per diluted
share, compared to $41.1 million, or
$0.48 per diluted share, in the prior
year period. Net income was $49.3
million in the second quarter of 2024 compared to
$44.2 million in the prior year
period. Adjusted net income increased 7.8% to $62.2 million, or $0.71 per diluted share, from $57.7 million, or $0.65 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 second
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 7.2% to $127.5 million from $118.9
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 $11.3
million or 17.1% to $77.4
million. The increase is primarily the result of a
$8.9 million increase in franchise
segment revenue as described above, as well as a $3.1 million legal reserve that negatively
impacted the second quarter of 2023 and $1.5
million of lower selling, general and administrative expense
in the second quarter of 2024, partially offset by $2.2 million of higher NAF expense;
- Corporate-owned stores segment EBITDA increased $0.6 million or 1.2% to $49.3 million. The increase was primarily
attributable to $0.8 million from the
corporate-owned same store sales increase of 4.0%.
- Equipment segment EBITDA increased $1.4
million or 8.4% to $18.6
million. The increase was primarily driven by higher margin
equipment sales related to an updated equipment mix as a result of
the adoption of the new growth model.
Share Repurchase Program
On June 12, 2024, we entered into
a $280 million accelerated share
repurchase agreement (the "ASR Agreement") with Citibank, N.A. (the
"Bank"). On June 14, 2024, we paid
the Bank $280 million in cash and
received approximately 3.1 million shares of our Class A common
stock, which were retired.
At final settlement, the Bank may be required to deliver
additional shares of our Class A common stock to us, which will be
retired upon delivery, or, under certain circumstances, we may be
required to deliver shares of our Class A common stock or may elect
to make a cash payment to the Bank. The final number of shares to
be repurchased will be determined based on the volume-weighted
average stock price of our Class A common stock during the term of
the transaction, less a discount and subject to adjustments
pursuant to the terms and conditions of the ASR Agreement. Final
settlement of the ASR Agreement will be completed during the third
quarter of 2024. The ASR Agreement contains provisions customary
for agreements of this type, including provisions for adjustments
to the transaction terms, the circumstances generally under which
the ASR Agreement may be accelerated, extended or terminated early
by the Bank and various acknowledgments, representations and
warranties made by the parties to one another. As of June 30,
2024, there is approximately $75.0
million remaining under the Company's 2022 share repurchase
program.
On June 13, 2024, the Company's
board of directors approved a share repurchase program of up to
$500 million, contingent upon, and
effective at, the completion of the ASR Agreement, to replace the
Company's 2022 share repurchase program.
2024 Outlook
For the year ending December 31,
2024, the Company is reiterating the following
expectations:
- New equipment placements of approximately 120 to 130 in
franchisee-owned locations
- System-wide new store openings of approximately 140 to 150
locations
The Company is also reiterating the following growth
expectations over its 2023 results:
- System-wide same store sales in the 3% to 5% percentage
range
- Revenue to increase in the 4% to 6% range
- Adjusted EBITDA to increase in the 7% to 9% range
- Adjusted net income to increase in the 4% to 6% range
- Adjusted net income per share, diluted to increase in the 7% to
9% range, based on adjusted diluted weighted-average shares
outstanding of approximately 86.5 million, inclusive of the shares
expected to be repurchased as part of the ASR Agreement.
The Company continues to expect 2024 net interest expense to be
approximately $75.0 million
(excluding the write-off of deferred financing costs associated
with our debt refinancing transaction). 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 August 6, 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 June 30,
2024, Planet Fitness had approximately 19.7 million members
and 2,617 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
Chief Executive Officer in this press release, the Company's
expected membership growth and store growth, share repurchases and
the timing thereof, ability to deliver future shareholder value,
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
June 30, 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
June 30,
|
|
Six Months Ended
June 30,
|
(in thousands,
except per share amounts)
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Revenue:
|
|
|
|
|
|
|
|
|
Franchise
|
|
$
87,676
|
|
$
80,846
|
|
$ 171,910
|
|
$ 156,726
|
National advertising
fund revenue
|
|
20,114
|
|
17,996
|
|
39,900
|
|
34,800
|
Franchise
segment
|
|
107,790
|
|
98,842
|
|
211,810
|
|
191,526
|
Corporate-owned
stores
|
|
125,466
|
|
113,759
|
|
247,844
|
|
219,640
|
Equipment
|
|
67,685
|
|
73,862
|
|
89,304
|
|
97,523
|
Total
revenue
|
|
300,941
|
|
286,463
|
|
548,958
|
|
508,689
|
Operating costs and
expenses:
|
|
|
|
|
|
|
|
|
Cost of
revenue
|
|
51,934
|
|
59,457
|
|
70,927
|
|
78,810
|
Store
operations
|
|
70,152
|
|
58,876
|
|
144,505
|
|
124,891
|
Selling, general and
administrative
|
|
31,613
|
|
32,646
|
|
60,806
|
|
60,415
|
National advertising
fund expense
|
|
20,112
|
|
17,890
|
|
39,904
|
|
34,878
|
Depreciation and
amortization
|
|
39,817
|
|
36,767
|
|
79,197
|
|
72,777
|
Other (gains) losses,
net
|
|
(66)
|
|
3,825
|
|
418
|
|
7,761
|
Total operating costs
and expenses
|
|
213,562
|
|
209,461
|
|
395,757
|
|
379,532
|
Income from
operations
|
|
87,379
|
|
77,002
|
|
153,201
|
|
129,157
|
Other income (expense),
net:
|
|
|
|
|
|
|
|
|
Interest
income
|
|
5,616
|
|
4,163
|
|
11,077
|
|
8,094
|
Interest
expense
|
|
(24,533)
|
|
(21,468)
|
|
(45,966)
|
|
(43,067)
|
Other income,
net
|
|
1,043
|
|
370
|
|
1,690
|
|
483
|
Total other expense,
net
|
|
(17,874)
|
|
(16,935)
|
|
(33,199)
|
|
(34,490)
|
Income before income
taxes
|
|
69,505
|
|
60,067
|
|
120,002
|
|
94,667
|
Provision for income
taxes
|
|
18,977
|
|
15,814
|
|
33,301
|
|
25,381
|
Losses from
equity-method investments, net of tax
|
|
(1,216)
|
|
(73)
|
|
(2,416)
|
|
(338)
|
Net income
|
|
49,312
|
|
44,180
|
|
84,285
|
|
68,948
|
Less: net income
attributable to non-controlling interests
|
|
672
|
|
3,045
|
|
1,336
|
|
5,109
|
Net income
attributable to Planet Fitness, Inc.
|
|
$
48,640
|
|
$
41,135
|
|
$
82,949
|
|
$
63,839
|
Net income per share of
Class A common stock:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
0.56
|
|
$
0.49
|
|
$
0.95
|
|
$
0.76
|
Diluted
|
|
$
0.56
|
|
$
0.48
|
|
$
0.95
|
|
$
0.75
|
Weighted-average shares
of Class A common stock
outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
86,809
|
|
84,618
|
|
86,859
|
|
84,532
|
Diluted
|
|
86,955
|
|
84,908
|
|
87,083
|
|
84,850
|
Planet Fitness, Inc.
and subsidiaries Condensed Consolidated Balance
Sheets (Unaudited)
|
|
(in thousands,
except per share amounts)
|
|
June 30,
2024
|
|
December 31,
2023
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
246,961
|
|
$
275,842
|
Restricted
cash
|
|
47,800
|
|
46,279
|
Short-term marketable
securities
|
|
103,197
|
|
74,901
|
Accounts receivable,
net of allowances for uncollectible amounts of $0 and $0 as of
June 30,
2024 and December 31, 2023,
respectively
|
|
41,334
|
|
41,890
|
Inventory
|
|
5,200
|
|
4,677
|
Restricted assets -
national advertising fund
|
|
12,268
|
|
—
|
Prepaid
expenses
|
|
15,910
|
|
13,842
|
Other
receivables
|
|
15,390
|
|
11,072
|
Income tax receivable
and prepayments
|
|
5,790
|
|
3,314
|
Total current
assets
|
|
493,850
|
|
471,817
|
Long-term marketable
securities
|
|
49,718
|
|
50,886
|
Investments, net of
allowance for expected credit losses of $18,246 and $17,689 as of
June 30,
2024 and December 31, 2023,
respectively
|
|
75,599
|
|
77,507
|
Property and equipment,
net of accumulated depreciation of $374,324 and $322,958, as of
June 30, 2024 and December 31, 2023,
respectively
|
|
400,239
|
|
390,405
|
Right-of-use assets,
net
|
|
393,564
|
|
381,010
|
Intangible assets,
net
|
|
346,993
|
|
372,507
|
Goodwill
|
|
719,063
|
|
717,502
|
Deferred income
taxes
|
|
490,912
|
|
504,188
|
Other assets,
net
|
|
4,102
|
|
3,871
|
Total
assets
|
|
$
2,974,040
|
|
$
2,969,693
|
Liabilities and
stockholders' deficit
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Current maturities of
long-term debt
|
|
$
20,500
|
|
$
20,750
|
Accounts
payable
|
|
29,728
|
|
23,788
|
Accrued
expenses
|
|
56,898
|
|
66,299
|
Equipment
deposits
|
|
5,138
|
|
4,506
|
Deferred revenue,
current
|
|
76,052
|
|
59,591
|
Payable pursuant to
tax benefit arrangements, current
|
|
49,181
|
|
41,294
|
Other current
liabilities
|
|
34,629
|
|
35,101
|
Total current
liabilities
|
|
272,126
|
|
251,329
|
Long-term debt, net of
current maturities
|
|
2,156,551
|
|
1,962,874
|
Lease liabilities, net
of current portion
|
|
401,405
|
|
381,589
|
Deferred revenue, net
of current portion
|
|
34,114
|
|
32,047
|
Deferred tax
liabilities
|
|
1,599
|
|
1,644
|
Payable pursuant to tax
benefit arrangements, net of current portion
|
|
424,107
|
|
454,368
|
Other
liabilities
|
|
3,968
|
|
4,833
|
Total noncurrent
liabilities
|
|
3,021,744
|
|
2,837,355
|
Stockholders' equity
(deficit):
|
|
|
|
|
Class A common stock,
$0.0001 par value, 300,000 shares authorized, 84,496 and 86,760
shares
issued and outstanding as of June 30, 2024
and December 31, 2023, respectively
|
|
9
|
|
9
|
Class B common stock,
$0.0001 par value, 100,000 shares authorized, 650 and
1,397 shares
issued and outstanding as of June 30,
2024 and December 31, 2023, respectively
|
|
—
|
|
—
|
Accumulated other
comprehensive (loss) income
|
|
(1,096)
|
|
172
|
Additional paid in
capital
|
|
594,049
|
|
575,631
|
Accumulated
deficit
|
|
(910,626)
|
|
(691,461)
|
Total stockholders'
deficit attributable to Planet Fitness, Inc.
|
|
(317,664)
|
|
(115,649)
|
Non-controlling
interests
|
|
(2,166)
|
|
(3,342)
|
Total stockholders'
deficit
|
|
(319,830)
|
|
(118,991)
|
Total liabilities and
stockholders' deficit
|
|
$
2,974,040
|
|
$
2,969,693
|
Planet Fitness, Inc.
and subsidiaries Condensed Consolidated Statements of
Cash Flows (Unaudited)
|
|
|
|
Six Months Ended
June 30,
|
(in
thousands)
|
|
2024
|
|
2023
|
Cash flows from
operating activities:
|
|
|
|
|
Net income
|
|
$
84,285
|
|
$
68,948
|
Adjustments to
reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
Depreciation and
amortization
|
|
79,197
|
|
72,777
|
Amortization of
deferred financing costs
|
|
2,634
|
|
2,731
|
Loss on extinguishment
of debt
|
|
2,285
|
|
—
|
Accretion of
marketable securities discount
|
|
(1,879)
|
|
(944)
|
Losses from
equity-method investments, net of tax
|
|
2,416
|
|
338
|
Dividends accrued on
held-to-maturity investment
|
|
(1,065)
|
|
(979)
|
Credit loss on
held-to-maturity investment
|
|
557
|
|
95
|
Deferred tax
expense
|
|
26,761
|
|
21,575
|
Gain on re-measurement
of tax benefit arrangement liability
|
|
(1,349)
|
|
—
|
Loss on disposal of
property and equipment
|
|
903
|
|
—
|
Loss on reacquired
franchise rights
|
|
—
|
|
110
|
Equity-based
compensation expense
|
|
2,847
|
|
4,793
|
Other
|
|
397
|
|
(51)
|
Changes in operating
assets and liabilities, net of acquisitions:
|
|
|
|
|
Accounts
receivable
|
|
380
|
|
(781)
|
Inventory
|
|
(544)
|
|
(1,580)
|
Other assets and other
current assets
|
|
(6,313)
|
|
4,431
|
Restricted assets -
national advertising fund
|
|
(12,268)
|
|
(9,918)
|
Accounts payable and
accrued expenses
|
|
(3,302)
|
|
(13,427)
|
Other liabilities and
other current liabilities
|
|
(699)
|
|
8,312
|
Income
taxes
|
|
(2,632)
|
|
1,368
|
Payments pursuant to tax benefit arrangements
|
|
(28,786)
|
|
(21,780)
|
Equipment
deposits
|
|
632
|
|
3,654
|
Deferred
revenue
|
|
18,653
|
|
17,313
|
Leases
|
|
4,838
|
|
345
|
Net cash provided by
operating activities
|
|
167,948
|
|
157,330
|
Cash flows from
investing activities:
|
|
|
|
|
Additions to property
and equipment
|
|
(64,345)
|
|
(45,143)
|
Acquisition of
franchisees, net of cash acquired
|
|
—
|
|
(26,264)
|
Purchases of
marketable securities
|
|
(73,930)
|
|
(119,614)
|
Maturities of
marketable securities
|
|
47,839
|
|
—
|
Other
investments
|
|
—
|
|
(10,000)
|
Net cash used in
investing activities
|
|
(90,436)
|
|
(201,021)
|
Cash flows from
financing activities:
|
|
|
|
|
Proceeds from issuance
of long-term debt
|
|
800,000
|
|
—
|
Proceeds from issuance
of Class A common stock
|
|
9,808
|
|
8,372
|
Principal payments on
capital lease obligations
|
|
(72)
|
|
(107)
|
Repayment of long-term
debt
|
|
(599,437)
|
|
(10,375)
|
Payment of deferred
financing and other debt-related costs
|
|
(12,055)
|
|
—
|
Repurchase and
retirement of Class A common stock
|
|
(300,205)
|
|
(125,030)
|
Distributions paid to
members of Pla-Fit Holdings
|
|
(1,732)
|
|
(3,736)
|
Net cash used in
financing activities
|
|
(103,693)
|
|
(130,876)
|
Effects of exchange
rate changes on cash and cash equivalents
|
|
(1,179)
|
|
728
|
Net decrease in cash,
cash equivalents and restricted cash
|
|
(27,360)
|
|
(173,839)
|
Cash, cash equivalents
and restricted cash, beginning of period
|
|
322,121
|
|
472,499
|
Cash, cash equivalents
and restricted cash, end of period
|
|
$
294,761
|
|
$
298,660
|
Supplemental cash flow
information:
|
|
|
|
|
Cash paid for
interest
|
|
$
40,814
|
|
$
40,693
|
Net cash paid for
income taxes
|
|
$
9,168
|
|
$
2,763
|
Non-cash investing
activities:
|
|
|
|
|
Non-cash additions to
property and equipment included in accounts payable and accrued
expenses
|
|
$
18,645
|
|
$
15,058
|
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.
Planet Fitness, Inc.
and subsidiaries Non-GAAP Financial
Measures (Unaudited)
|
|
A reconciliation of net
income, the most directly comparable GAAP measure, to EBITDA and
Adjusted EBITDA is set forth below.
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(in
thousands)
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net income
|
$
49,312
|
|
$
44,180
|
|
$
84,285
|
|
$
68,948
|
Interest
income
|
(5,616)
|
|
(4,163)
|
|
(11,077)
|
|
(8,094)
|
Interest
expense
|
24,533
|
|
21,468
|
|
45,966
|
|
43,067
|
Provision for income
taxes
|
18,977
|
|
15,814
|
|
33,301
|
|
25,381
|
Depreciation and
amortization
|
39,817
|
|
36,767
|
|
79,197
|
|
72,777
|
EBITDA
|
127,023
|
|
114,066
|
|
231,672
|
|
202,079
|
Purchase accounting
adjustments-revenue(1)
|
42
|
|
247
|
|
62
|
|
333
|
Purchase accounting
adjustments-rent(2)
|
171
|
|
184
|
|
342
|
|
288
|
Loss on reacquired
franchise rights(3)
|
—
|
|
110
|
|
—
|
|
110
|
Transaction fees and
acquisition-related costs(4)
|
—
|
|
—
|
|
—
|
|
394
|
Severance
costs(5)
|
—
|
|
1,220
|
|
1,602
|
|
1,220
|
Executive transition
costs(6)
|
1,348
|
|
—
|
|
1,631
|
|
—
|
Legal
matters(7)
|
—
|
|
2,950
|
|
—
|
|
6,250
|
Loss (gain) on
adjustment of allowance for credit losses
on held-to-maturity investment(8)
|
82
|
|
(160)
|
|
557
|
|
95
|
Dividend income on
held-to-maturity investment(9)
|
(537)
|
|
(496)
|
|
(1,065)
|
|
(979)
|
Tax benefit arrangement
remeasurement(10)
|
(987)
|
|
—
|
|
(1,349)
|
|
—
|
Amortization of basis
difference of equity-method
investments(11)
|
240
|
|
—
|
|
469
|
|
—
|
Other(12)
|
121
|
|
818
|
|
(107)
|
|
(640)
|
Adjusted
EBITDA
|
$
127,503
|
|
$
118,939
|
|
$
233,814
|
|
$
209,150
|
|
(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. The rent related purchase accounting adjustments are
adjustments to rent expense recorded in store operations on our
condensed consolidated statements of operations, which 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 as well as
the amortization of favorable and unfavorable lease intangible
assets.
|
(3) Represents the impact of a
non-cash loss recorded in accordance with ASC 805 – Business
Combinations related to our acquisition of franchisee-owned stores.
The loss recorded under U.S. GAAP represents the difference between
the fair value and the contractual terms of the reacquired
franchise rights and is included in other (gains) losses, net on
our condensed consolidated statement of operations.
|
(4) Represents transaction fees and
acquisition-related costs incurred in connection with our
acquisition of franchisee-owned stores.
|
(5) Represents severance related
expenses recorded in connection with a reduction in force during
the six months ended June 30, 2024 and the elimination of the
President and Chief Operating Officer position during the three and
six months ended June 30, 2023.
|
(6) Represents certain expenses
recorded in connection with the departure of the former Chief
Executive Officer, including costs associated with the search for
and stock based compensation associated with certain equity awards
granted to the Company's new Chief Executive Officer and retention
payments for certain key employees through the Chief Executive
Officer transition.
|
(7) 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.
|
(8) Represents a loss (gain) on the
adjustment of the allowance for credit losses on the Company's
held-to-maturity investment.
|
(9) Represents dividend income
recognized on a held-to-maturity investment.
|
(10) Represents gains related to the
adjustment of our tax benefit arrangements primarily due to changes
in our deferred state tax rate.
|
(11) 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.
|
(12) Represents certain other gains
and charges that we do not believe reflect our underlying business
performance.
|
Planet Fitness, Inc.
and subsidiaries Non-GAAP Financial
Measures (Unaudited)
|
|
A reconciliation of
Segment EBITDA to Total Segment EBITDA is set forth
below.
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(in
thousands)
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Segment
EBITDA
|
|
|
|
|
|
|
|
Franchise
segment
|
$
77,409
|
|
$
66,101
|
|
$
153,720
|
|
$
130,835
|
Corporate-owned stores
segment
|
49,296
|
|
48,705
|
|
91,400
|
|
82,235
|
Equipment
segment
|
18,575
|
|
17,129
|
|
23,335
|
|
22,700
|
Corporate and
other(1)
|
(18,257)
|
|
(17,869)
|
|
(36,783)
|
|
(33,691)
|
Total Segment
EBITDA(2)
|
$
127,023
|
|
$
114,066
|
|
$
231,672
|
|
$
202,079
|
|
(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.
Planet
Fitness, Inc. and subsidiaries Non-GAAP Financial
Measures (Unaudited)
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(in thousands,
except per share amounts)
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net income
|
$
49,312
|
|
$
44,180
|
|
$
84,285
|
|
$
68,948
|
Provision for income
taxes
|
18,977
|
|
15,814
|
|
33,301
|
|
25,381
|
Purchase accounting
adjustments-revenue(1)
|
42
|
|
247
|
|
62
|
|
333
|
Purchase accounting
adjustments-rent(2)
|
171
|
|
184
|
|
342
|
|
288
|
Loss on reacquired
franchise rights(3)
|
—
|
|
110
|
|
—
|
|
110
|
Transaction fees and
acquisition-related costs(4)
|
—
|
|
—
|
|
—
|
|
394
|
Severance
costs(5)
|
—
|
|
1,220
|
|
1,602
|
|
1,220
|
Executive transition
costs(6)
|
1,348
|
|
—
|
|
1,631
|
|
—
|
Legal
matters(7)
|
—
|
|
2,950
|
|
—
|
|
6,250
|
Loss (gain) on
adjustment of allowance for credit losses
on held-to-maturity
investment(8)
|
82
|
|
(160)
|
|
557
|
|
95
|
Dividend income on
held-to-maturity investment(9)
|
(537)
|
|
(496)
|
|
(1,065)
|
|
(979)
|
Tax benefit
arrangement remeasurement(10)
|
(987)
|
|
—
|
|
(1,349)
|
|
—
|
Amortization of basis
difference of equity-method
investments(11)
|
240
|
|
—
|
|
469
|
|
—
|
Loss on extinguishment
of debt(12)
|
2,285
|
|
—
|
|
2,285
|
|
—
|
Other(13)
|
121
|
|
818
|
|
(107)
|
|
(640)
|
Purchase accounting
amortization(14)
|
12,758
|
|
12,954
|
|
25,515
|
|
25,531
|
Adjusted income before
income taxes
|
83,812
|
|
77,821
|
|
147,528
|
|
126,931
|
Adjusted income
taxes(15)
|
21,645
|
|
20,156
|
|
38,101
|
|
32,875
|
Adjusted net
income
|
$
62,167
|
|
$
57,665
|
|
$
109,427
|
|
$
94,056
|
Adjusted net income
per share, diluted
|
$
0.71
|
|
$
0.65
|
|
$
1.24
|
|
$
1.05
|
Adjusted
weighted-average shares outstanding,
diluted(16)
|
87,685
|
|
89,092
|
|
88,036
|
|
89,444
|
|
(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. The rent related purchase accounting adjustments are
adjustments to rent expense recorded in store operations on our
condensed consolidated statements of operations, which 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 as well as
the amortization of favorable and unfavorable lease intangible
assets.
|
(3) Represents the impact of a
non-cash loss recorded in accordance with ASC 805 – Business
Combinations related to our acquisition of franchisee-owned stores.
The loss recorded under U.S. GAAP represents the difference between
the fair value and the contractual terms of the reacquired
franchise rights and is included in other (gains) losses, net on
our condensed consolidated statement of operations.
|
(4) Represents transaction fees and
acquisition-related costs incurred in connection with our
acquisition of franchisee-owned stores.
|
(5) Represents severance related
expenses recorded in connection with a reduction in force during
the six months ended June 30, 2024 and the elimination of the
President and Chief Operating Officer position during the three and
six months ended June 30, 2023.
|
(6) Represents certain expenses
recorded in connection with the departure of the former Chief
Executive Officer, including costs associated with the search for
and stock based compensation associated with certain equity awards
granted to the Company's new Chief Executive Officer and retention
payments for certain key employees through the Chief Executive
Officer transition.
|
(7) 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.
|
(8) Represents a loss (gain) on the
adjustment of the allowance for credit losses on the Company's
held-to-maturity investment.
|
(9) Represents dividend income
recognized on a held-to-maturity investment.
|
(10) Represents gains related to the
adjustment of our tax benefit arrangements primarily due to changes
in our deferred state tax rate.
|
(11) 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.
|
(12) Represents the write-off of
deferred financing costs associated with the repayment of the
2018-1 Class A-2-II notes prior to the anticipated repayment
date.
|
(13) Represents certain other gains
and charges that we do not believe reflect our underlying business
performance.
|
(14)
Includes $3.1 million for both the three months ended June 30, 2024
and 2023 and $6.2 million for both the six months ended June 30,
2024 and 2023 of amortization of intangible assets recorded in
connection with the 2012 Acquisition, other than favorable leases,
and $9.7 million and $9.9 million for the three months ended June
30, 2024 and 2023, respectively, and $19.3 million for both the six
months ended June 30, 2024 and 2023, of amortization of intangible
assets created in connection with historical acquisitions of
franchisee-owned stores. The adjustment represents the amount of
actual non-cash amortization expense recorded, in accordance with
GAAP, in each period.
|
(15)
Represents corporate income taxes at an assumed effective tax rate
of 25.8% for both the three and six months ended June 30, 2024
and 25.9% for both the three and six months ended June 30,
2023 applied to adjusted income before income taxes.
|
(16) 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.
|
Planet Fitness, Inc.
and subsidiaries Non-GAAP Financial
Measures (Unaudited)
|
|
A reconciliation of net
income per share, diluted, to Adjusted net income per share,
diluted is set forth below:
|
|
|
Three Months Ended
June 30, 2024
|
|
Three Months Ended
June 30, 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)
|
$
48,640
|
|
86,955
|
|
$
0.56
|
|
$
41,135
|
|
84,908
|
|
$
0.48
|
Net income attributable
to non-
controlling interests(2)
|
672
|
|
730
|
|
|
|
3,045
|
|
4,184
|
|
|
Net income
|
49,312
|
|
|
|
|
|
44,180
|
|
|
|
|
Adjustments to arrive
at adjusted
income before income taxes(3)
|
34,500
|
|
|
|
|
|
33,641
|
|
|
|
|
Adjusted income before
income
taxes
|
83,812
|
|
|
|
|
|
77,821
|
|
|
|
|
Adjusted income
taxes(4)
|
21,645
|
|
|
|
|
|
20,156
|
|
|
|
|
Adjusted net
income
|
$
62,167
|
|
87,685
|
|
$
0.71
|
|
$
57,665
|
|
89,092
|
|
$
0.65
|
|
|
Six Months Ended
June 30, 2024
|
|
Six Months Ended
June 30, 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)
|
$
82,949
|
|
87,083
|
|
$
0.95
|
|
$
63,839
|
|
84,850
|
|
$
0.75
|
Net income attributable
to non-
controlling interests(2)
|
1,336
|
|
953
|
|
|
|
5,109
|
|
4,594
|
|
|
Net income
|
84,285
|
|
|
|
|
|
68,948
|
|
|
|
|
Adjustments to arrive
at adjusted
income before income taxes(3)
|
63,243
|
|
|
|
|
|
57,983
|
|
|
|
|
Adjusted income before
income
taxes
|
147,528
|
|
|
|
|
|
126,931
|
|
|
|
|
Adjusted income
taxes(4)
|
38,101
|
|
|
|
|
|
32,875
|
|
|
|
|
Adjusted net
income
|
$ 109,427
|
|
88,036
|
|
$
1.24
|
|
$
94,056
|
|
89,444
|
|
$
1.05
|
|
(1) Represents net income
attributable to Planet Fitness, Inc. and the associated weighted
average shares of Class A common stock outstanding.
|
(2)
Represents net income attributable to non-controlling interests and
the assumed 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.
|
(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% for both the three and six months ended June 30, 2024
and 25.9% for both the three and six months ended June 30,
2023 applied to adjusted income before income taxes.
|
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SOURCE Planet Fitness, Inc.