PLANET FITNESS, INC., 10-Q filed on 5/11/2020
Quarterly Report
v3.20.1
Cover Page - shares
3 Months Ended
Mar. 31, 2020
May 01, 2020
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2020  
Document Transition Report false  
Entity File Number 001-37534  
Entity Registrant Name PLANET FITNESS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 38-3942097  
Entity Address, Address Line One 4 Liberty Lane West  
Entity Address, City or Town Hampton  
Entity Address, State or Province NH  
Entity Address, Postal Zip Code 03842  
City Area Code 603  
Local Phone Number 750-0001  
Title of 12(b) Security Class A common stock, $0.0001 Par Value  
Trading Symbol PLNT  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Amendment Flag false  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q1  
Entity Central Index Key 0001637207  
Current Fiscal Year End Date --12-31  
Class A Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   79,950,634
Class B Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   6,501,477
v3.20.1
Condensed consolidated balance sheets (Unaudited) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 547,494 $ 436,256
Restricted cash 63,226 42,539
Accounts receivable, net of allowance for bad debts of $79 and $111 at March 31, 2020 and December 31, 2019, respectively 21,082 42,268
Inventory 2,820 877
Deferred expenses – national advertising fund 10,363 0
Prepaid expenses 7,263 8,025
Other receivables 9,969 9,226
Other current assets 2,253 947
Total current assets 664,470 540,138
Property and equipment, net of accumulated depreciation of $81,585 and $73,621 at March 31, 2020 and December 31, 2019, respectively 145,114 145,481
Right-of-use assets, net 150,284 155,633
Intangible assets, net 229,709 233,921
Goodwill 227,821 227,821
Deferred income taxes 456,322 412,293
Other assets, net 1,916 1,903
Total assets 1,875,636 1,717,190
Current liabilities:    
Current maturities of long-term debt 17,500 17,500
Accounts payable 37,640 21,267
Accrued expenses 21,063 31,623
Equipment deposits 5,394 3,008
Deferred revenue, current 53,593 27,596
Payable pursuant to tax benefit arrangements, current 26,468 26,468
Other current liabilities 18,506 18,016
Total current liabilities 180,164 145,478
Long-term debt, net of current maturities 1,684,727 1,687,505
Borrowings under Variable Funding Notes 75,000 0
Lease liabilities, net of current portion 148,006 152,920
Deferred revenue, net of current portion 34,193 34,458
Deferred tax liabilities 1,139 1,116
Payable pursuant to tax benefit arrangements, net of current portion 442,243 400,748
Other liabilities 2,333 2,719
Total noncurrent liabilities 2,387,641 2,279,466
Commitments and contingencies (Note 13)
Stockholders’ equity (deficit):    
Accumulated other comprehensive (loss) income (306) 303
Additional paid in capital 36,460 29,820
Accumulated deficit (727,946) (736,587)
Total stockholders’ deficit attributable to Planet Fitness Inc. (691,783) (706,455)
Non-controlling interests (386) (1,299)
Total stockholders’ deficit (692,169) (707,754)
Total liabilities and stockholders’ deficit 1,875,636 1,717,190
Class A Common Stock    
Stockholders’ equity (deficit):    
Common stock, value 8 8
Class B Common Stock    
Stockholders’ equity (deficit):    
Common stock, value $ 1 $ 1
v3.20.1
Condensed consolidated balance sheets (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Accounts receivable, allowance for bad debts $ 79 $ 111
Accumulated depreciation $ 81,585 $ 73,621
Class A Common Stock    
Common stock, par value (in usd per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 300,000,000 300,000,000
Common stock, shares issued (in shares) 79,928,000 78,525,000
Common stock, shares outstanding (in shares) 79,928,000 78,525,000
Class B Common Stock    
Common stock, par value (in usd per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 6,501,000 8,562,000
Common stock, shares outstanding (in shares) 6,501,000 8,562,000
v3.20.1
Condensed consolidated statements of operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Revenue:    
Revenue $ 127,231 $ 148,817
Operating costs and expenses:    
Cost of revenue 21,846 34,486
Store operations 26,157 20,905
Selling, general and administrative 16,953 18,154
National advertising fund expense 15,205 11,812
Depreciation and amortization 12,792 9,907
Other loss 11 368
Total operating costs and expenses 92,964 95,632
Income from operations 34,267 53,185
Other expense, net:    
Interest income 1,927 1,798
Interest expense (20,240) (14,749)
Other expense (687) (3,318)
Total other expense, net (19,000) (16,269)
Income before income taxes 15,267 36,916
Provision for income taxes 4,884 5,277
Net income 10,383 31,639
Less net income attributable to non-controlling interests 1,776 4,230
Net income attributable to Planet Fitness, Inc. $ 8,607 $ 27,409
Class A Common Stock    
Net income per share of Class A common stock:    
Basic (in dollars per share) $ 0.11 $ 0.33
Diluted (in dollars per share) $ 0.11 $ 0.32
Weighted-average shares of Class A common stock outstanding:    
Basic (in shares) 79,098,468 83,805,545
Diluted (in shares) 79,723,368 84,425,275
Franchise    
Revenue:    
Revenue $ 48,910 $ 52,956
Commission income    
Revenue:    
Revenue 390 994
National advertising fund revenue    
Revenue:    
Revenue 9,229 11,812
Corporate-owned stores    
Revenue:    
Revenue 40,516 38,044
Equipment    
Revenue:    
Revenue $ 28,186 $ 45,011
v3.20.1
Condensed consolidated statements of comprehensive income (loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement of Comprehensive Income [Abstract]    
Net income including non-controlling interests $ 10,383 $ 31,639
Other comprehensive income (loss), net:    
Foreign currency translation adjustments (609) 54
Total other comprehensive income, net (609) 54
Total comprehensive income including non-controlling interests 9,774 31,693
Less: total comprehensive income attributable to non-controlling interests 1,776 4,230
Total comprehensive income attributable to Planet Fitness, Inc. $ 7,998 $ 27,463
v3.20.1
Condensed consolidated statements of cash flows (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Cash flows from operating activities:    
Net income $ 10,383 $ 31,639
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 12,792 9,907
Amortization of deferred financing costs 1,587 1,356
Amortization of asset retirement obligations 7 221
Deferred tax expense 4,126 2,165
Loss (gain) on re-measurement of tax benefit arrangement (502) 3,373
Provision for bad debts (33) 2
Equity-based compensation 947 1,315
Other 993 (269)
Changes in operating assets and liabilities, excluding effects of acquisitions:    
Accounts receivable 21,409 20,032
Inventory (1,943) 1,677
Other assets and other current assets (250) (2,648)
National advertising fund (10,363) (6,500)
Accounts payable and accrued expenses 6,381 (14,640)
Other liabilities and other current liabilities (249) 214
Income taxes (1,315) 1,768
Equipment deposits 2,386 4,594
Deferred revenue 25,992 3,668
Leases and deferred rent 774 60
Net cash provided by operating activities 73,122 57,934
Cash flows from investing activities:    
Additions to property and equipment (9,110) (7,471)
Proceeds from sale of property and equipment 135 21
Net cash used in investing activities (8,975) (7,450)
Cash flows from financing activities:    
Principal payments on capital lease obligations (41) (12)
Proceeds from borrowings under Variable Funding Notes 75,000 0
Repayment of long-term debt (4,375) (3,000)
Proceeds from issuance of Class A common stock 491 607
Dividend equivalent payments (57) (20)
Distributions to Continuing LLC Members (1,600) (1,842)
Net cash (used in) provided by financing activities 69,418 (4,267)
Effects of exchange rate changes on cash and cash equivalents (1,640) 250
Net increase in cash, cash equivalents and restricted cash 131,925 46,467
Cash, cash equivalents and restricted cash, beginning of period 478,795 320,139
Cash, cash equivalents and restricted cash, end of period 610,720 366,606
Supplemental cash flow information:    
Net cash paid for income taxes 2,071 1,479
Cash paid for interest 18,768 13,477
Non-cash investing activities:    
Non-cash additions to property and equipment $ 2,319 $ 4,151
v3.20.1
Condensed consolidated statement of changes in equity (deficit) (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Total
Accumulated other comprehensive (loss) income
Additional paid- in capital
Accumulated deficit
Non-controlling interests
Class A common stock
Class A common stock
Common stock
Class B common stock
Class B common stock
Common stock
Beginning balance (in shares) at Dec. 31, 2018             83,584   9,448
Beginning balance at Dec. 31, 2018 $ (382,789) $ 94 $ 19,732 $ (394,410) $ (8,215)   $ 9   $ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income 31,639     27,409 4,230        
Equity-based compensation expense 1,315   1,315            
Exchanges of Class B common stock, shares issued (in shares)             859   (859)
Exchanges of Class B common stock     (1,172)   1,172        
Exercise of stock options, vesting of restricted share units and ESPP share purchase (in shares)             20    
Exercise of stock options, vesting of restricted share units and ESPP share purchase 505   505            
Tax benefit arrangement liability and deferred taxes arising from exchanges of Class B common stock 2,196   2,196            
Non-cash adjustments to VIEs (3,407)       (3,407)        
Distributions paid to members of Pla-Fit Holdings (1,842)       (1,842)        
Cumulative effect adjustment (1,713)     (1,713)          
Other comprehensive income 54 54              
Ending balance (in shares) at Mar. 31, 2019             84,463   8,589
Ending balance at Mar. 31, 2019 (354,042) 148 22,576 (368,714) (8,062)   $ 9   $ 1
Beginning balance (in shares) at Dec. 31, 2019           78,525 78,525 8,562 8,562
Beginning balance at Dec. 31, 2019 (707,754) 303 29,820 (736,587) (1,299)   $ 8   $ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income 10,383     8,607 1,776        
Equity-based compensation expense 947   947            
Exchanges of Class B common stock, shares issued (in shares)             2,061   (2,061)
Exchanges of Class B common stock     (956)   956        
Exercise of stock options, vesting of restricted share units and ESPP share purchase (in shares)             9    
Exercise of stock options, vesting of restricted share units and ESPP share purchase 459   459            
Repurchase/Retirement of common stock (in shares)             (667)    
Tax benefit arrangement liability and deferred taxes arising from exchanges of Class B common stock 6,190   6,190            
Non-cash adjustments to VIEs (219)       (219)        
Distributions paid to members of Pla-Fit Holdings (1,600)       (1,600)        
Non-cash adjustments to VIEs 34     34          
Other comprehensive income (609) (609)              
Ending balance (in shares) at Mar. 31, 2020           79,928 79,928 6,501 6,501
Ending balance at Mar. 31, 2020 $ (692,169) $ (306) $ 36,460 $ (727,946) $ (386)   $ 8   $ 1
v3.20.1
Business Organization
3 Months Ended
Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business Organization Business Organization
Planet Fitness, Inc. (the “Company”), through its subsidiaries, is a franchisor and operator of fitness centers, with more than 15.5 million members and 2,039 owned and franchised locations (referred to as stores) in 50 states, the District of Columbia, Puerto Rico, Canada, the Dominican Republic, Panama, Mexico and Australia as of March 31, 2020.
On March 18, 2020, the Company proactively closed all of its stores system wide in response to the novel coronavirus disease (“COVID-19”) pandemic in order to promote the health and safety of its members, team members and their communities. As of March 31, 2020 all stores remained closed.
The Company serves as the reporting entity for its various subsidiaries that operate three distinct lines of business:
Licensing and selling franchises under the Planet Fitness trade name.
Owning and operating fitness centers under the Planet Fitness trade name.
Selling fitness-related equipment to franchisee-owned stores.
The Company was formed as a Delaware corporation on March 16, 2015 for the purpose of facilitating an initial public offering (the “IPO”), which was completed on August 11, 2015 and related transactions in order to carry on the business of Pla-Fit Holdings, LLC and its subsidiaries (“Pla-Fit Holdings”). As of August 5, 2015, in connection with the recapitalization transactions that occurred prior to the IPO, the Company became the sole managing member and holder of 100% of the voting power of Pla-Fit Holdings. Pla-Fit Holdings owns 100% of Planet Intermediate, LLC, which has no operations but is the 100% owner of Planet Fitness Holdings, LLC, a franchisor and operator of fitness centers through its subsidiaries. With respect to the Company, Pla-Fit Holdings and Planet Intermediate, LLC, each entity owns nothing other than the respective entity below it in the corporate structure and each entity has no other material operations.
The Company is a holding company whose principal asset is a controlling equity interest in Pla-Fit Holdings. 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 limited liability company units of Pla-Fit Holdings (“Holdings Units”) not owned by the Company. Unless otherwise specified, “the Company” refers to both Planet Fitness, Inc. and Pla-Fit Holdings throughout the remainder of these notes.
As of March 31, 2020, Planet Fitness, Inc. held 100.0% of the voting interest and 92.5% of the economic interest of Pla-Fit Holdings and the holders of Holdings Units of Pla-Fit Holdings (the “Continuing LLC Owners”) held the remaining 7.5% economic interest in Pla-Fit Holdings.
v3.20.1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
(a) Basis of presentation and consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All significant intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated financial statements as of and for the three months ended March 31, 2020 and 2019 are unaudited. The condensed consolidated balance sheet as of December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) filed with the SEC on February 28, 2020. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.
As discussed in Note 1, Planet Fitness, Inc. consolidates Pla-Fit Holdings. The Company also consolidates entities in which it has a controlling financial interest, the usual condition of which is ownership of a majority voting interest. The Company also considers
for consolidation certain interests where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary of a VIE is considered to possess the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the rights to receive benefits from the VIE that are significant to it. The principal entities in which the Company possesses a variable interest include franchise entities and certain other entities. The Company is not deemed to be the primary beneficiary for Planet Fitness franchise entities. Therefore, these entities are not consolidated.
The results of the Company have been consolidated with Matthew Michael Realty LLC (“MMR”), PF Melville LLC (“PF Melville”), and Planet Fitness NAF, LLC (the “NAF”) based on the determination that the Company is the primary beneficiary with respect to these VIEs. MMR and PF Melville are real estate holding companies that derive a majority of their financial support from the Company through lease agreements for corporate stores. See Note 3 for further information related to the Company’s VIEs. The NAF is an advertising fund on behalf of which the Company collects 2% of gross monthly membership dues from franchisees, in accordance with the provisions of the franchise agreements, and uses the amounts received to support our national marketing campaigns, our social media platforms and the development of local advertising materials.
(b) Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. Significant areas where estimates and judgments are relied upon by management in the preparation of the consolidated financial statements include revenue recognition, valuation of assets and liabilities in connection with acquisitions, valuation of equity-based compensation awards, the evaluation of the recoverability of goodwill and long-lived assets, including intangible assets, income taxes, including deferred tax assets and liabilities and reserves for unrecognized tax benefits, the liability for the Company’s tax benefit arrangements, and the value of the lease liability and related right-of-use asset recorded in accordance with ASC 842 (see Note 7).
(c) Fair Value
ASC 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:
Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
 
The carrying value and estimated fair value of long-term debt as of March 31, 2020 and December 31, 2019 were as follows:
 
 
March 31, 2020
 
December 31, 2019
 
 
Carrying value
 
Estimated fair value(1)
 
Carrying value
 
Estimated fair value(1)
Long-term debt
 
$
1,730,625

 
$
1,498,371

 
$
1,735,000

 
$
1,765,805

Variable Funding Notes
 
$
75,000

 
$
75,000

 
$

 
$

(1) The Company’s Variable Funding Notes are a variable rate loan and the fair value of this loan approximates book value based on the borrowing rates currently available for variable rate loans obtained from third party lending institutions. The estimated fair value of our fixed rate long-term debt is estimated primarily based on current bid prices for our long-term debt. Judgment is required to develop these estimates. As such, the fair value of our long-term debt is classified within Level 2, as defined under U.S. GAAP.
As a result of the COVID-19 pandemic, the fair value of our long-term debt has fluctuated significantly during the first quarter and may continue to fluctuate based on market conditions and other factors.
(d) Recent accounting pronouncements
The FASB issued ASU No. 2017-4, Intangibles–Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, in January 2017. This guidance eliminates the requirement to calculate the implied fair value, essentially eliminating step two from the goodwill impairment test. The new standard requires goodwill impairment to be based upon the results of step one of the impairment test, which is defined as the excess of the carrying value of a reporting unit over its fair value. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The Company adopted this guidance on January 1, 2020 noting no material impact on the Company’s consolidated financial statements.
The FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, in August 2018. The guidance helps align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted this guidance on January 1, 2020 on a prospective basis, noting no material impact on the Company’s consolidated financial statements.
v3.20.1
Variable Interest Entities
3 Months Ended
Mar. 31, 2020
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract]  
Variable Interest Entities Variable Interest Entities
The carrying values of VIEs included in the consolidated financial statements as of March 31, 2020 and December 31, 2019 are as follows: 
 
 
March 31, 2020
 
December 31, 2019
 
 
Assets
 
Liabilities
 
Assets
 
Liabilities
PF Melville
 
$
2,642

 
$

 
$
2,682

 
$

MMR
 
2,180

 

 
2,206

 

Total
 
$
4,822

 
$

 
$
4,888

 
$


 
The Company also has variable interests in certain franchisees mainly through the guarantee of lease agreements. The Company’s maximum obligation, as a result of its guarantees of leases, is approximately $14,478 and $10,309 as of March 31, 2020 and December 31, 2019, respectively.
The amount of the Company’s maximum obligation represents a loss that the Company could incur from the variability in credit exposure without consideration of possible recoveries through insurance or other means. In addition, the amount bears no relation to the estimated fair value of the guarantees, which is not material. In 2019, in connection with a real estate partnership, the Company began guaranteeing certain leases of its franchisees up to a maximum period of ten years with earlier expiration dates possible if certain conditions are met.
v3.20.1
Acquisitions
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Acquisitions Acquisitions
New Jersey Acquisition
On December 16, 2019, the Company purchased from one of its franchisees certain assets associated with twelve franchisee-owned stores in New Jersey for a cash payment of $37,812. As a result of the transaction, the Company incurred a loss on unfavorable reacquired franchise rights of $1,810. The loss incurred reduced the net purchase price to $36,002. The Company financed the purchase through cash on hand. The acquired stores are included in the Corporate-owned stores segment.
The purchase consideration was allocated as follows:
 
Amount
Fixed assets
$
3,044

Reacquired franchise rights
9,480

Customer relationships
940

Favorable leases, net
1,508

Reacquired area development rights
90

Other assets
314

Goodwill
21,069

Liabilities assumed, including deferred revenues
(443
)
 
$
36,002


The goodwill created through the purchase is attributable to the assumed future value of the cash flows from the stores acquired. The goodwill is amortizable and deductible for tax purposes over 15 years.
The acquisition was not material to the results of operations of the Company.
Maine Acquisition
On May 30, 2019, the Company purchased from one of its franchisees certain assets associated with four franchisee-owned stores in Maine for a cash payment of $14,801. The Company financed the purchase through cash on hand. The acquired stores are included in the Corporate-owned stores segment.
The purchase consideration was allocated as follows:
 
Amount
Fixed assets
$
999

Reacquired franchise rights
6,740

Customer relationships
30

Unfavorable leases, net
(140
)
Other assets
78

Goodwill
7,239

Liabilities assumed, including deferred revenues
(145
)
 
$
14,801


The goodwill created through the purchase is attributable to the assumed future value of the cash flows from the stores acquired. The goodwill is amortizable and deductible for tax purposes over 15 years.
The acquisition was not material to the results of operations of the Company.
Mexico Acquisition
On March 19, 2020, the franchisee in Mexico exercised a put option that will require the Company to acquire their franchisee-owned stores in Mexico. The transaction has not closed as of March 31, 2020, and therefore there is no preliminary purchase price allocation. The Company analyzed the contract and estimates that the purchase price will approximate fair value of the acquired assets.
v3.20.1
Goodwill and Intangible Assets
3 Months Ended
Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible assets Goodwill and Intangible Assets
A summary of goodwill and intangible assets at March 31, 2020 and December 31, 2019 is as follows: 
March 31, 2020
 
Weighted
average
amortization
period (years)
 
Gross
carrying
amount
 
Accumulated
amortization
 
Net carrying
Amount
Customer relationships
 
11.0
 
$
174,033

 
$
(115,313
)
 
$
58,720

Reacquired franchise rights
 
8.0
 
37,660

 
(13,271
)
 
24,389

 
 
 
 
211,693

 
(128,584
)
 
83,109

Indefinite-lived intangible:
 
 
 
 
 
 
 
 
Trade and brand names
 
N/A
 
146,600

 

 
146,600

Total intangible assets
 
 
 
$
358,293

 
$
(128,584
)
 
$
229,709

Goodwill
 
 
 
$
227,821

 
$

 
$
227,821

 
December 31, 2019
 
Weighted
average
amortization
period (years)
 
Gross
carrying
amount
 
Accumulated
amortization
 
Net carrying
Amount
Customer relationships
 
11.0
 
$
174,033

 
$
(112,114
)
 
$
61,919

Reacquired franchise rights
 
8.0
 
37,660

 
(12,258
)
 
25,402

 
 
 
 
211,693

 
(124,372
)
 
87,321

Indefinite-lived intangible:
 
 
 
 
 
 
 
 
Trade and brand names
 
N/A
 
146,600

 

 
146,600

Total intangible assets
 
 
 
$
358,293

 
$
(124,372
)
 
$
233,921

Goodwill
 
 
 
$
227,821

 
$

 
$
227,821


 The Company determined that no impairment charges were required during any periods presented.
Amortization expense related to the intangible assets totaled $4,223 and $4,005 for the three months ended March 31, 2020 and 2019, respectively. The anticipated annual amortization expense related to intangible assets to be recognized in future years as of March 31, 2020 is as follows:
 
Amount
Remainder of 2020
$
12,634

2021
16,636

2022
16,728

2023
16,558

2024
14,067

Thereafter
6,486

Total
$
83,109


v3.20.1
Long-Term Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Long-term debt as of March 31, 2020 and December 31, 2019 consists of the following: 
 
 
March 31, 2020
 
December 31, 2019
2018-1 Class A-2-I notes
 
$
566,375

 
$
567,813

2018-1 Class A-2-II notes
 
615,625

 
617,187

2019-1 Class A-2 notes
 
548,625

 
550,000

Borrowings under Variable Funding Notes
 
75,000

 

Total debt, excluding deferred financing costs
 
1,805,625

 
1,735,000

Deferred financing costs, net of accumulated amortization
 
(28,398
)
 
(29,995
)
Total debt
 
1,777,227

 
1,705,005

Current portion of long-term debt
 
17,500

 
17,500

Long-term debt and borrowings under Variable Funding Notes, net of current portion
 
$
1,759,727

 
$
1,687,505


Future annual principal payments of long-term debt as of March 31, 2020 are as follows: 
 
Amount
Remainder of 2020
$
13,125

2021
17,500

2022
568,063

2023
86,750

2024
11,750

Thereafter
1,108,437

Total
$
1,805,625


On August 1, 2018, Planet Fitness Master Issuer LLC (the “Master Issuer”), a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of Pla-Fit Holdings, LLC, entered into a base indenture and a related supplemental indenture (collectively, the “2018 Indenture”) under which the Master Issuer may issue multiple series of notes. On the same date, the Master Issuer issued Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I (the “2018 Class A-2-I Notes”) with an initial principal amount of $575,000 and Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (the “2018 Class A-2-II Notes” and, together with the 2018 Class A-2-I Notes, the “2018 Notes”) with an initial principal amount of $625,000. In connection with the issuance of the 2018 Notes, the Master Issuer also entered into a revolving financing facility that allows for the incurrence of up to $75,000 in revolving loans and/or letters of credit under the Master Issuer’s Series 2018-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”). The Company fully drew down on the Variable Funding Notes on March 20, 2020. Outstanding amounts under the Variable Funding Notes bear interest at a variable rate, which is currently 2.95%. On December 3, 2019 the Master Issuer issued Series 2019-1 3.858% Fixed Rate Senior Secured Notes, Class A-2 (the “2019 Notes” and, together with the 2018 Notes, the “Notes”) with an initial principal amount of $550,000. The 2019 Notes were issued under the 2018 Indenture and a related supplemental indenture dated December 3, 2019 (together, the “Indenture”). Together the Notes and Variable Funding Notes will be referred to as the “Securitized Senior Notes”.
The Notes were issued in a securitization transaction pursuant to which most of the Company’s domestic revenue-generating assets, consisting principally of franchise-related agreements, certain corporate-owned store assets, equipment supply agreements and intellectual property and license agreements for the use of intellectual property, were assigned to the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned indirect subsidiaries of the Company that act as guarantors of the Securitized Senior Notes and that have pledged substantially all of their assets to secure the Securitized Senior Notes.
Interest and principal payments on the Notes are payable on a quarterly basis. The requirement to make such quarterly principal payments on the Notes is subject to certain financial conditions set forth in the Indenture. The legal final maturity date of the 2018 Notes is in September 2048, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the 2018 Class A-2-I Notes will be repaid in September 2022 and the 2018 Class A-2-II Notes will be repaid in September 2025. The legal final maturity date of the 2019 Notes is in December 2049, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the 2019 Notes will be repaid in December 2029 (together, the “Anticipated Repayment Dates”). If the Master
Issuer has not repaid or refinanced the Notes prior to the respective Anticipated Repayment Dates, additional interest will accrue pursuant to the Indenture.

As noted above, the Company borrowed the full $75,000 in Variable Funding Notes on March 20, 2020 at a current rate of 2.95%. The Variable Funding Notes accrue interest at a variable interest rate based on (i) the prime rate, (ii) overnight federal funds rates, (iii) the London interbank offered rate for U.S. Dollars, or (iv) with respect to advances made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in each case plus any applicable margin and as specified in the Variable Funding Notes. There is a commitment fee on the unused portion of the Variable Funding Notes of 0.5% based on utilization. It is anticipated that the principal and interest on the Variable Funding Notes will be repaid in full on or prior to September 2023, subject to two additional one-year extension options. Following the anticipated repayment date (and any extensions thereof) additional interest will accrue on the Variable Funding Notes equal to 5.0% per year.

In connection with the issuance of the 2018 Notes and 2019 Notes, the Company incurred debt issuance costs of $27,133 and $10,577, respectively. The debt issuance costs are being amortized to “Interest expense” through the Anticipated Repayment Dates of the Notes utilizing the effective interest rate method.
The Securitized Senior Notes are subject to covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Securitized Senior Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Securitized Senior Notes are in stated ways defective or ineffective, (iv) a cap on non-securitized indebtedness of $50 million (provided that the Company may incur non-securitized indebtedness in excess of such amount, subject to the leverage ratio cap described below, under certain conditions, including if the relevant lenders execute a non-disturbance agreement that acknowledges the bankruptcy-remote status of the Master Issuer and its subsidiaries and of their respective assets), (v) a leverage ratio cap on the Company of 7.0x (calculated without regard for any indebtedness subject to the $50 million cap) and (vi) covenants relating to recordkeeping, access to information and similar matters.
Pursuant to a parent company support agreement, we have agreed to cause our subsidiary to perform each of its obligations (including any indemnity obligations) and duties under the Management Agreement and under the contribution agreements entered into in connection with the securitized financing facility, in each case as and when due. To the extent that our subsidiary has not performed any such obligation or duty within the prescribed time frame after such obligation or duty was required to be performed, we have agreed to either (i) perform such obligation or duty or (ii) cause such obligations or duties to be performed on our behalf.
The Securitized Senior Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain stated debt service coverage ratios, certain manager termination events, an event of default, and the failure to repay or refinance the Notes on the applicable scheduled Anticipated Repayment Dates. The Securitized Senior Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal, or other amounts due on or with respect to the Securitized Senior Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments.
In accordance with the Indenture, certain cash accounts have been established with the Indenture trustee (the “Trustee”) for the benefit of the trustee and the noteholders, and are restricted in their use. The Company holds restricted cash which primarily represents cash collections held by the Trustee, interest, principal, and commitment fee reserves held by the Trustee related to the Securitized Senior Notes. As of March 31, 2020, the Company had restricted cash held by the Trustee of $63,226. Restricted cash has been combined with cash and cash equivalents when reconciling the beginning and end of period balances in the consolidated statements of cash flows.
v3.20.1
Leases
3 Months Ended
Mar. 31, 2020
Leases [Abstract]  
Leases Leases
The Company leases space to operate corporate-owned stores, equipment, office, and warehouse space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For leases beginning in 2019 and later, we account for fixed lease and non-lease components together as a single, combined lease component. Variable lease costs, which may include common area maintenance, insurance, and taxes are not included in the lease liability and are expensed in the period incurred.
Our corporate-owned store leases generally have remaining terms of one to ten years, and typically include one or more renewal options, with renewal terms that can generally extend the lease term from three to ten years or more. The exercise of lease renewal
options is at our sole discretion. The Company includes options to renew in the expected term when they are reasonably certain to be exercised. The depreciable life of assets and leasehold improvements are limited by the expected lease term.
Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs and lease incentives. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases based upon interpolated rates using our Class A-2 Notes.
The Company has certain non-real estate leases that are accounted for as finance leases under ASC 842, which is similar to the accounting for capital leases under the previous standard. These leases are immaterial, and therefore the Company has not included them in them in the tables below, except for their location on the consolidated balance sheet.
Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our ROU asset related to the lease. These tenant incentives are amortized as reduction of rent expense over the lease term.
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Leases
 
Classification
 
March 31, 2020
 
December 31, 2019
Assets
 
 
 
 
 
 
Operating lease assets
 
Right of use asset, net
 
$
150,284

 
$
155,633

Finance lease assets
 
Property and equipment, net of accumulated depreciation
 
314

 
309

Total lease assets
 
 
 
$
150,598

 
$
155,942

 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
Current:
 
 
 
 
 
 
Operating
 
Other current liabilities
 
$
17,075

 
$
16,755

Noncurrent:
 
 
 
 
 
 
Operating
 
Lease liabilities, net of current portion
 
148,006

 
152,920

Financing
 
Other liabilities
 
339

 
333

Total lease liabilities
 
 
 
$
165,420

 
$
170,008

 
 
 
 
 
 
 
Weighted-average remaining lease term (years) - operating leases
 
8.4

 
 
 
 
 
 
 
 
 
Weighted-average discount rate - operating leases
 
5.0
%
 
 


During the three months ended March 31, 2020 and 2019, the components of lease cost were as follows:
 
 
Three months ended March 31, 2020
 
Three months ended March 31, 2019
Operating lease cost
 
$
6,392

 
$
4,845

Variable lease cost
 
2,372

 
1,941

Total lease cost
 
$
8,764

 
$
6,786



The Company’s costs related to short-term leases, those with a duration between one and twelve months, were immaterial.

Supplemental disclosures of cash flow information related to leases were as follows:
 
 
Three months ended March 31, 2020
 
Three months ended March 31, 2019
Cash paid for lease liabilities
 
$
5,798

 
$
4,647



As of March 31, 2020, maturities of lease liabilities were as follows:
 
 
Amount
Remainder of 2020
 
$
24,498

2021
 
25,373

2022
 
25,964

2023
 
25,434

2024
 
23,376

Thereafter
 
89,831

Total lease payments
 
$
214,476

Less: imputed interest
 
49,056

Present value of lease liabilities
 
$
165,420



As of March 31, 2020, operating lease payments exclude approximately $30,598 of legally binding minimum lease payments for leases signed but not yet commenced.
Leases Leases
The Company leases space to operate corporate-owned stores, equipment, office, and warehouse space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For leases beginning in 2019 and later, we account for fixed lease and non-lease components together as a single, combined lease component. Variable lease costs, which may include common area maintenance, insurance, and taxes are not included in the lease liability and are expensed in the period incurred.
Our corporate-owned store leases generally have remaining terms of one to ten years, and typically include one or more renewal options, with renewal terms that can generally extend the lease term from three to ten years or more. The exercise of lease renewal
options is at our sole discretion. The Company includes options to renew in the expected term when they are reasonably certain to be exercised. The depreciable life of assets and leasehold improvements are limited by the expected lease term.
Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs and lease incentives. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases based upon interpolated rates using our Class A-2 Notes.
The Company has certain non-real estate leases that are accounted for as finance leases under ASC 842, which is similar to the accounting for capital leases under the previous standard. These leases are immaterial, and therefore the Company has not included them in them in the tables below, except for their location on the consolidated balance sheet.
Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our ROU asset related to the lease. These tenant incentives are amortized as reduction of rent expense over the lease term.
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Leases
 
Classification
 
March 31, 2020
 
December 31, 2019
Assets
 
 
 
 
 
 
Operating lease assets
 
Right of use asset, net
 
$
150,284

 
$
155,633

Finance lease assets
 
Property and equipment, net of accumulated depreciation
 
314

 
309

Total lease assets
 
 
 
$
150,598

 
$
155,942

 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
Current:
 
 
 
 
 
 
Operating
 
Other current liabilities
 
$
17,075

 
$
16,755

Noncurrent:
 
 
 
 
 
 
Operating
 
Lease liabilities, net of current portion
 
148,006

 
152,920

Financing
 
Other liabilities
 
339

 
333

Total lease liabilities
 
 
 
$
165,420

 
$
170,008

 
 
 
 
 
 
 
Weighted-average remaining lease term (years) - operating leases
 
8.4

 
 
 
 
 
 
 
 
 
Weighted-average discount rate - operating leases
 
5.0
%
 
 


During the three months ended March 31, 2020 and 2019, the components of lease cost were as follows:
 
 
Three months ended March 31, 2020
 
Three months ended March 31, 2019
Operating lease cost
 
$
6,392

 
$
4,845

Variable lease cost
 
2,372

 
1,941

Total lease cost
 
$
8,764

 
$
6,786



The Company’s costs related to short-term leases, those with a duration between one and twelve months, were immaterial.

Supplemental disclosures of cash flow information related to leases were as follows:
 
 
Three months ended March 31, 2020
 
Three months ended March 31, 2019
Cash paid for lease liabilities
 
$
5,798

 
$
4,647



As of March 31, 2020, maturities of lease liabilities were as follows:
 
 
Amount
Remainder of 2020
 
$
24,498

2021
 
25,373

2022
 
25,964

2023
 
25,434

2024
 
23,376

Thereafter
 
89,831

Total lease payments
 
$
214,476

Less: imputed interest
 
49,056

Present value of lease liabilities
 
$
165,420



As of March 31, 2020, operating lease payments exclude approximately $30,598 of legally binding minimum lease payments for leases signed but not yet commenced.
v3.20.1
Revenue recognition
3 Months Ended
Mar. 31, 2020
Revenue from Contract with Customer [Abstract]  
Revenue recognition Revenue recognition
Contract Liabilities
Contract liabilities consist primarily of deferred revenue resulting from initial and renewal franchise fees and area development agreement (“ADA”) fees paid by franchisees, as well as transfer fees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement. Also included are corporate-owned store enrollment fees, annual fees and monthly fees as well as deferred equipment rebates relating to our equipment business. We classify these contract liabilities as deferred revenue in our condensed consolidated balance sheets.
Additionally, as of March 31, 2020, due to temporary store closures as a result of the COVID-19 pandemic, the Company deferred approximately $24.6 million of corporate-owned store and franchise revenue related to monthly membership billings that it will recognize as the stores reopen.
The following table reflects the change in contract liabilities between December 31, 2019 and March 31, 2020.

 
Contract liabilities
Balance at December 31, 2019
$
62,054

Revenue recognized that was included in the contract liability at the beginning of the year
(13,511
)
Increase, excluding amounts recognized as revenue during the period
39,243

Balance at March 31, 2020
$
87,786


The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2020. The Company has elected to exclude short term contracts, sales and usage based royalties and any other variable consideration recognized on an “as invoiced” basis.
Contract liabilities to be recognized in:
 
Amount
Remainder of 2020
 
$
51,458

2021
 
5,051

2022
 
3,540

2023
 
3,434

2024
 
3,185

Thereafter
 
21,118

Total
 
$
87,786


v3.20.1
Related Party Transactions
3 Months Ended
Mar. 31, 2020
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Amounts due from related parties of $420 as of March 31, 2020 recorded within other receivables on the condensed consolidated balance sheet relate to a potential indemnification reimbursement for an outstanding legal matter, see Note 13.
Activity with entities considered to be related parties is summarized below: 
 
 
For the three months ended
March 31,
 
 
2020
 
2019
Franchise revenue
 
$
500

 
$
523

Equipment revenue
 
93

 

Total revenue from related parties
 
$
593

 
$
523


Additionally, the Company had deferred franchise agreement and area development agreement revenue from related parties of $260 and $256 as of March 31, 2020 and December 31, 2019, respectively.
The Company had payables to related parties pursuant to tax benefit arrangements of $31,784 and $53,491, as of March 31, 2020 and December 31, 2019, respectively (see Note 12).
The Company provides administrative services to the NAF and charges NAF a fee for providing these services. The services provided include accounting services, information technology, data processing, product development, legal and administrative support, and other operating expenses, which amounted to $569 and $674 for the three months ended March 31, 2020 and 2019, respectively.
In the three months ended March 31, 2020, the Company incurred approximately $49, which is included within selling, general and administrative expense on the consolidated statements of operations, for corporate travel to a third-party company which is affiliated with our Chief Executive Officer.
v3.20.1
Stockholder's Equity
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Stockholder's Equity Stockholder’s Equity
Pursuant to the exchange agreement between the Company and the Continuing LLC Owners, the Continuing LLC Owners (or certain permitted transferees thereof) have the right, from time to time and subject to the terms of the exchange agreement, to exchange their Holdings Units, along with a corresponding number of shares of Class B common stock, for shares of Class A common stock (or cash at the option of the Company) on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and similar transactions. In connection with any exchange of Holdings Units for shares of Class A common stock by a Continuing LLC Owner, the number of Holdings Units held by the Company is correspondingly increased as it acquires the exchanged Holdings Units, and a corresponding number of shares of Class B common stock are canceled.
During the three months ended March 31, 2020, certain existing holders of Holdings Units exercised their exchange rights and exchanged 2,060,443 Holdings Units for 2,060,443 newly-issued shares of Class A common stock. Simultaneously, and in connection with these exchanges, 2,060,443 shares of Class B common stock were surrendered by the holders of Holdings Units that exercised their exchange rights and canceled. Additionally, in connection with these exchanges, Planet Fitness, Inc. received 2,060,443 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings.
As a result of the above transactions, as of March 31, 2020:
Holders of our Class A common stock owned 79,927,858 shares of our Class A common stock, representing 92.5% of the voting power in the Company and, through the Company, 79,927,858 Holdings Units representing 92.5% of the economic interest in Pla-Fit Holdings; and
the Continuing LLC Owners collectively owned 6,501,477 Holdings Units, representing 7.5% of the economic interest in Pla-Fit Holdings, and 6,501,477 shares of our Class B common stock, representing 7.5% of the voting power in the Company.
Share repurchase program
2019 share repurchase program
On November 5, 2019, our board of directors approved a share repurchase program of up to $500,000.
On December 4, 2019, the Company entered into a $300,000 accelerated share repurchase agreement (the “2019 ASR Agreement”) with JPMorgan Chase Bank, N.A. (“JPMC”). Pursuant to the terms of the 2019 ASR Agreement, on December 5, 2019, the Company paid JPMC $300,000 upfront in cash and received 3,289,924 shares of the Company’s Class A common stock, which were retired, and the Company elected to record as a reduction to retained earnings of $240,000. Final settlement of the ASR Agreement occurred on March 2, 2020. At final settlement, JPMC delivered 666,961 additional shares of the Company’s Class A common stock, based on a weighted average cost per share of $75.82 over the term of the 2019 ASR Agreement, which were retired. This had been evaluated as an unsettled forward contract indexed to our own stock, with $60,000 classified as a reduction to retained earnings at the original date of payment.
On March 18, 2020, the Company announced the suspension of its 2019 share repurchase program. If the 2019 share repurchase program is reinstated, the timing of purchases and amount of stock repurchased will be subject to the Company’s discretion and will depend on market and business conditions, the Company’s general working capital needs, stock price, applicable legal requirements and other factors. Our ability to repurchase shares at any particular time is also subject to the terms of the Indenture governing the Securitized Senior Notes. Purchases may be effected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing. The Company may reinstate or terminate the program at any time.
2018 share repurchase program
On August 3, 2018, our board of directors approved an increase to the total amount of the previously approved share repurchase program to $500,000.
On November 13, 2018, the Company entered into a $300,000 accelerated share repurchase agreement (the “2018 ASR Agreement”) with Citibank, N.A. (“Citibank”). Pursuant to the terms of the 2018 ASR Agreement, on November 14, 2018, the Company paid Citibank $300,000 upfront in cash and received 4,607,410 shares of the Company’s Class A common stock, which were retired, and the Company elected to record as a reduction to retained earnings of $240,000. Final settlement of the 2018 ASR Agreement occurred on April 30, 2019. At final settlement, Citibank delivered 524,124 additional shares of the Company’s Class A common stock, based on a weighted average cost per share of $58.46 over the term of the 2018 ASR agreement, which were retired. This had been evaluated as an unsettled forward contract indexed to our own stock, with $60,000 classified as a reduction to retained earnings at the original date of payment.
During the three months ended September 30, 2019, the Company purchased 2,272,001 shares of its Class A common stock for an average purchase price of $69.51 per share, completing its previously approved $500,000 share repurchase program.
Preferred stock
The Company had 50,000,000 preferred stock shares authorized and none issued or outstanding for the three months ended March 31, 2020 and 2019.
v3.20.1
Earnings Per Share
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
Basic earnings per share of Class A common stock is computed by dividing net income attributable to Planet Fitness, Inc. by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to Planet Fitness, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.
Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to Planet Fitness, Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of the Company’s Class B common stock are, however, considered potentially dilutive shares of Class A common stock because shares of Class B common stock, together with the related Holdings Units, are exchangeable into shares of Class A common stock on a one-for-one basis.
The following table sets forth reconciliations used to compute basic and diluted earnings per share of Class A common stock:  
 
 
Three months ended
March 31,
 
 
2020
 
2019
Numerator
 
 

 
 

Net income
 
$
10,383

 
$
31,639

Less: net income attributable to non-controlling interests
 
1,776

 
4,230

Net income attributable to Planet Fitness, Inc.
 
$
8,607

 
$
27,409

Denominator
 
 
 
 
Weighted-average shares of Class A common stock outstanding - basic
 
79,098,468

 
83,805,545

Effect of dilutive securities:
 
 
 
 
Stock options
 
574,286

 
569,864

Restricted stock units
 
50,614

 
49,866

Weighted-average shares of Class A common stock outstanding - diluted
 
79,723,368

 
84,425,275

Earnings per share of Class A common stock - basic
 
$
0.11

 
$
0.33

Earnings per share of Class A common stock - diluted
 
$
0.11

 
$
0.32


Weighted average shares of Class B common stock of 7,777,435 and 9,238,948 for the three months ended March 31, 2020 and 2019, respectively, were evaluated under the if-converted method for potential dilutive effects and were determined to be anti-dilutive. Weighted average stock options outstanding of 114,342 and 29,285 for the three months ended March 31, 2020 and 2019, respectively, were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive. Weighted average restricted stock units outstanding of 2,827 and 0 for the three months ended March 31, 2020 and 2019, respectively, were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive.
v3.20.1
Income Taxes
3 Months Ended
Mar. 31, 2020
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company is the sole managing member of Pla-Fit Holdings, which is treated as a partnership for U.S. federal and certain state and local income taxes. As a partnership, Pla-Fit Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Pla-Fit Holdings is passed through to and included in the taxable income or loss of its members, including the Company, on a pro-rata basis.
Planet Fitness, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income of Pla-Fit Holdings. The Company’s effective tax rate was 32.0% and 14.3% for the three months ended March 31, 2020 and 2019, respectively. The effective tax rate for the three months ended March 31, 2020 differed from the U.S. federal statutory rate of 21% primarily due to state and local taxes, the recognition of a tax expense from the remeasurement of the Company's net deferred tax assets, partially offset by income attributable to non-controlling interest. The effective tax rate for the three months ended March 31, 2019 differed from the U.S. federal statutory rate of 21% primarily due the recognition of a tax benefit from the remeasurement of the Company's net deferred tax assets, and income attributable to non-controlling interest, offset by state and local taxes. The Company was also subject to taxes in foreign jurisdictions. Undistributed earnings of foreign operations were not material for the three months ended March 31, 2020 and 2019.
Net deferred tax assets of $455,183 and $411,177 as of March 31, 2020 and December 31, 2019, respectively, relate primarily to the tax effects of temporary differences in the book basis as compared to the tax basis of our investment in Pla-Fit Holdings as a result of the secondary offerings, other exchanges, recapitalization transactions and the IPO. As of March 31, 2020, the Company has federal net operating loss carryforwards of $20,313.
As of March 31, 2020 and December 31, 2019, the total liability related to uncertain tax positions was $420. The Company recognizes interest accrued and penalties, if applicable, related to unrecognized tax benefits in income tax expense. Interest and penalties for the three months ended March 31, 2020 and 2019 were not material.
Tax benefit arrangements
The Company’s acquisition of Holdings Units in connection with the IPO and future and certain past exchanges of Holdings Units for shares of the Company’s Class A common stock (or cash at the option of the Company) are expected to produce and have produced favorable tax attributes. In connection with the IPO, the Company entered into two tax receivable agreements. Under the first of those agreements, the Company generally is required to pay to certain existing and previous equity owners of Pla-Fit Holdings (the “TRA Holders”) 85% of the applicable tax savings, if any, in U.S. federal and state income tax that the Company is deemed to realize as a result of certain tax attributes of their Holdings Units sold to the Company (or exchanged in a taxable sale) and that are created as a result of (i) the exchanges of their Holdings Units for shares of Class A common stock and (ii) tax benefits attributable to payments made under the tax receivable agreement (including imputed interest). Under the second tax receivable agreement, the Company generally is required to pay to TSG AIV II-A L.P and TSG PF Co-Investors A L.P. (the “Direct TSG Investors”) 85% of the amount of tax savings, if any, that the Company is deemed to realize as a result of the tax attributes of the Holdings Units held in respect of the Direct TSG Investors’ interest in the Company, which resulted from the Direct TSG Investors’ purchase of interests in Pla-Fit Holdings in 2012, and certain other tax benefits. Under both agreements, the Company generally retains the benefit of the remaining 15% of the applicable tax savings.
During the three months ended March 31, 2020, 2,060,443 Holdings Units were exchanged by the TRA Holders for newly issued shares of Class A common stock, resulting in an increase in the tax basis of the net assets of Pla-Fit Holdings subject to the provisions of the tax receivable agreements. As a result of the change in Planet Fitness, Inc.’s ownership percentage of Pla-Fit Holdings, we recorded a decrease to our net deferred tax assets of $1,331 during the three months ended March 31, 2020. As a result of these exchanges, during the three months ended March 31, 2020, we also recognized deferred tax assets in the amount of $49,518, and corresponding tax benefit arrangement liabilities of $41,997, representing approximately 85% of the tax benefits due to the TRA Holders. The offset to the entries recorded in connection with exchanges was to equity.
As of March 31, 2020 and December 31, 2019, the Company had a liability of $468,711 and $427,216, respectively, related to its projected obligations under the tax benefit arrangements. Projected future payments under the tax benefit arrangements are as follows:
 
Amount
Remainder of 2020
$
26,468

2021
27,260

2022
30,462

2023
30,999

2024
31,636

Thereafter
321,886

Total
$
468,711


v3.20.1
Commitments and contingencies
3 Months Ended
Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingencies Commitments and contingencies
From time to time, and in the ordinary course of business, the Company is subject to various claims, charges, and litigation, such as employment-related claims and slip and fall cases.
On May 3, 2019, the Company and other defendants received a joint and several judgment against them in the amount of $6,300, inclusive of accrued interest, in a civil action brought by a former employee. As of March 31, 2020, the Company has estimated its obligation related to this matter to be approximately $1,260, which is included in other current liabilities on the condensed consolidated balance sheet. In connection with 2012 acquisition of Pla-Fit Holdings on November 8, 2012, the sellers are obligated to indemnify the Company related to this specific matter. The Company has therefore recorded an offsetting indemnification receivable of $1,260 in other receivables on the Company’s condensed consolidated balance sheet, of which $420 is due from a related party. The Company has incurred, and may incur in the future, legal costs on behalf of the defendants in the case, which include a related party. These costs have not been and are not expected to be material in the future.
The Company is not currently aware of any other legal proceedings or claims that the Company believes will have, individually or in the aggregate, a material adverse effect on the Company’s financial position or result of operations.
v3.20.1
Segments
3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Segments Segments
The Company has three reportable segments: (i) Franchise; (ii) Corporate-owned stores; and (iii) Equipment.  
The Company’s operations are organized and managed by type of products and services and segment information is reported accordingly. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer. The CODM reviews financial performance and allocates resources by reportable segment. There have been no operating segments aggregated to arrive at the Company’s reportable segments.
The Franchise segment includes operations related to the Company’s franchising business in the United States, Puerto Rico, Canada, the Dominican Republic, Panama, Mexico and Australia, including revenues and expenses from the NAF. The Corporate-owned stores segment includes operations with respect to all corporate-owned stores throughout the United States and Canada. The Equipment segment includes the sale of equipment to our United States franchisee-owned stores.
The accounting policies of the reportable segments are the same as those described in Note 2. The Company evaluates the performance of its segments and allocates resources to them based on revenue and earnings before interest, taxes, depreciation, and amortization, referred to as Segment EBITDA. Revenues for all operating segments include only transactions with unaffiliated customers and include no intersegment revenues.
The tables below summarize the financial information for the Company’s reportable segments for the three months ended March 31, 2020 and 2019. The “Corporate and other” category, as it relates to Segment EBITDA, primarily includes corporate overhead costs, such as payroll and related benefit costs and professional services which are not directly attributable to any individual segment.
 
 
 
Three months ended
March 31,
 
 
2020
 
2019
Revenue
 
 

 
 

Franchise segment revenue - U.S.
 
$
57,342

 
$
64,396

Franchise segment revenue - International
 
1,187

 
1,366

Franchise segment total
 
58,529

 
65,762

Corporate-owned stores - U.S.
 
39,566

 
36,949

Corporate-owned stores - International
 
950

 
1,095

Corporate-owned stores total
 
40,516

 
38,044

Equipment segment - U.S.
 
28,186

 
45,011

Equipment segment total
 
28,186

 
45,011

Total revenue
 
$
127,231

 
$
148,817


Franchise segment revenue includes franchise revenue, NAF revenue, and commission income.
Franchise revenue includes revenue generated from placement services of $2,013 and $2,765 for the three months ended March 31, 2020 and 2019.
 
 
Three months ended
March 31,
 
 
2020
 
2019
Segment EBITDA
 
 

 
 

Franchise
 
$
36,746

 
$
47,360

Corporate-owned stores
 
12,007

 
15,569

Equipment
 
6,367

 
10,407

Corporate and other
 
(8,748
)
 
(13,562
)
Total Segment EBITDA
 
$
46,372

 
$
59,774


 
The following table reconciles total Segment EBITDA to income before taxes:
 
 
Three months ended
March 31,
 
 
2020
 
2019
Total Segment EBITDA
 
$
46,372

 
$
59,774

Less:
 
 
 
 
Depreciation and amortization
 
12,792

 
9,907

Other expense
 
(687
)
 
(3,318
)
Income from operations
 
34,267

 
53,185

Interest income
 
1,927

 
1,798

Interest expense
 
(20,240
)
 
(14,749
)
Other expense
 
(687
)
 
(3,318
)
Income before income taxes
 
$
15,267

 
$
36,916


The following table summarizes the Company’s assets by reportable segment: 
 
 
March 31, 2020
 
December 31, 2019
Franchise
 
$
203,930

 
$
193,504

Corporate-owned stores
 
477,501

 
471,234

Equipment
 
187,700

 
197,656

Unallocated
 
1,006,505

 
854,796

Total consolidated assets
 
$
1,875,636

 
$
1,717,190


The table above includes $892 and $1,039 of long-lived assets located in the Company’s international corporate-owned stores as of March 31, 2020 and December 31, 2019, respectively. All other assets are located in the U.S.
The following table summarizes the Company’s goodwill by reportable segment: 
 
 
March 31, 2020
 
December 31, 2019
Franchise
 
$
16,938

 
$
16,938

Corporate-owned stores
 
118,217

 
118,217

Equipment
 
92,666

 
92,666

Consolidated goodwill
 
$
227,821

 
$
227,821


v3.20.1
Corporate-Owned and Franchisee-Owned Stores
3 Months Ended
Mar. 31, 2020
Franchisors [Abstract]  
Corporate-Owned and Franchisee-Owned Stores Corporate-Owned and Franchisee-Owned Stores
The following table shows changes in our corporate-owned and franchisee-owned stores for the three months ended March 31, 2020 and 2019:
 
 
For the three months ended
March 31,
 
 
2020
 
2019
Franchisee-owned stores:
 
 
 
 
Stores operated at beginning of period
 
1,903

 
1,666

New stores opened
 
38

 
65

Stores debranded, sold or consolidated(1)
 
(1
)
 
(1
)
Stores operated at end of period(2)
 
1,940

 
1,730

 
 
 
 
 
Corporate-owned stores:
 
 
 
 
Stores operated at beginning of period
 
98

 
76

New stores opened
 
1

 

Stores acquired from franchisees
 

 

Stores operated at end of period(2)
 
99

 
76

 
 
 
 
 
Total stores:
 
 
 
 
Stores operated at beginning of period
 
2,001

 
1,742

New stores opened
 
39

 
65

Stores acquired, debranded, sold or consolidated(1)
 
(1
)
 
(1
)
Stores operated at end of period(2)
 
2,039

 
1,806

 (1)
The term “debrand” refers to a franchisee-owned store whose right to use the Planet Fitness brand and marks has been terminated in accordance with the franchise agreement. The Company retains the right to prevent debranded stores from continuing to operate as fitness centers. The term “consolidated” refers to the combination of a franchisee’s store with another store located in close proximity with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining store.
(2)
The totals above reflect stores operating prior to temporary store closures related to the COVID-19 pandemic. All stores were closed in March 2020 in response to COVID-19 and remained closed as of March 31, 2020.
v3.20.1
Subsequent events
3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
Subsequent events Subsequent events
Subsequent to the end of the first quarter, the Company provided a short-term loan of approximately $8,950 to its third party payment processor related to amounts drafted by franchisee-owned stores in March that were not collected as part of the typical monthly process as a result of the impact of COVID-19. Repayment of this loan will occur over several months, once the stores reopen.
v3.20.1
Summary of significant accounting policies (Policies)
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Basis of presentation and consolidation Basis of presentation and consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All significant intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated financial statements as of and for the three months ended March 31, 2020 and 2019 are unaudited. The condensed consolidated balance sheet as of December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) filed with the SEC on February 28, 2020. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.
As discussed in Note 1, Planet Fitness, Inc. consolidates Pla-Fit Holdings. The Company also consolidates entities in which it has a controlling financial interest, the usual condition of which is ownership of a majority voting interest. The Company also considers
for consolidation certain interests where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary of a VIE is considered to possess the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the rights to receive benefits from the VIE that are significant to it. The principal entities in which the Company possesses a variable interest include franchise entities and certain other entities. The Company is not deemed to be the primary beneficiary for Planet Fitness franchise entities. Therefore, these entities are not consolidated.
The results of the Company have been consolidated with Matthew Michael Realty LLC (“MMR”), PF Melville LLC (“PF Melville”), and Planet Fitness NAF, LLC (the “NAF”) based on the determination that the Company is the primary beneficiary with respect to these VIEs. MMR and PF Melville are real estate holding companies that derive a majority of their financial support from the Company through lease agreements for corporate stores. See Note 3 for further information related to the Company’s VIEs. The NAF is an advertising fund on behalf of which the Company collects 2% of gross monthly membership dues from franchisees, in accordance with the provisions of the franchise agreements, and uses the amounts received to support our national marketing campaigns, our social media platforms and the development of local advertising materials.
Use of estimates Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. Significant areas where estimates and judgments are relied upon by management in the preparation of the consolidated financial statements include revenue recognition, valuation of assets and liabilities in connection with acquisitions, valuation of equity-based compensation awards, the evaluation of the recoverability of goodwill and long-lived assets, including intangible assets, income taxes, including deferred tax assets and liabilities and reserves for unrecognized tax benefits, the liability for the Company’s tax benefit arrangements, and the value of the lease liability and related right-of-use asset recorded in accordance with ASC 842 (see Note 7).
Fair Value Fair Value
ASC 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:
Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
Recent accounting pronouncements Recent accounting pronouncements
The FASB issued ASU No. 2017-4, Intangibles–Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, in January 2017. This guidance eliminates the requirement to calculate the implied fair value, essentially eliminating step two from the goodwill impairment test. The new standard requires goodwill impairment to be based upon the results of step one of the impairment test, which is defined as the excess of the carrying value of a reporting unit over its fair value. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The Company adopted this guidance on January 1, 2020 noting no material impact on the Company’s consolidated financial statements.
The FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, in August 2018. The guidance helps align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted this guidance on January 1, 2020 on a prospective basis, noting no material impact on the Company’s consolidated financial statements.
v3.20.1
Summary of Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Summary of Company's Liabilities Measured at Fair Value
The carrying value and estimated fair value of long-term debt as of March 31, 2020 and December 31, 2019 were as follows:
 
 
March 31, 2020
 
December 31, 2019
 
 
Carrying value
 
Estimated fair value(1)
 
Carrying value
 
Estimated fair value(1)
Long-term debt
 
$
1,730,625

 
$
1,498,371

 
$
1,735,000

 
$
1,765,805

Variable Funding Notes
 
$
75,000

 
$
75,000

 
$

 
$

(1) The Company’s Variable Funding Notes are a variable rate loan and the fair value of this loan approximates book value based on the borrowing rates currently available for variable ra