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(1) Business organization
Planet Fitness, Inc. (the “Company”), through its subsidiaries, is a franchisor and operator of fitness centers, with approximately 10.6 million members and 1,518 owned and franchised locations (referred to as stores) in all 50 states, the District of Columbia, Puerto Rico, Canada, the Dominican Republic and Panama as of December 31, 2017.
The Company serves as the reporting entity for its various subsidiaries that operate three distinct lines of business:
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Licensing and selling franchises under the Planet Fitness trade name; |
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Owning and operating fitness centers under the Planet Fitness trade name; and |
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Selling fitness-related equipment to franchisee-owned stores. |
In 2012 investment funds affiliated with TSG Consumer Partners, LLC (“TSG”), purchased interests in Pla-Fit Holdings.
The Company was formed as a Delaware corporation on March 16, 2015 for the purpose of facilitating an initial public offering (the “IPO”) 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 discussed below, 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. 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.
Initial Public Offering
On August 11, 2015, the Company completed an IPO pursuant to which the Company and selling stockholders sold an aggregate of 15,525,000 shares of Class A common stock at a public offering price of $16.00 per share. The Company received $156,946 in proceeds from its sale of 10,491,055 shares of Class A common stock, net of underwriting discounts and commissions, which were used to purchase an equal number of limited liability company units (“Holdings Units”) from existing holders (“Continuing LLC Owners”) of interests in Pla-Fit Holdings, at a purchase price per unit equal to the IPO price per share of Class A common stock, net of underwriting discounts and commissions.
Subsequent to the IPO and the related recapitalization transactions, 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 Holdings Units not owned by the Company.
The recapitalization transactions are considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the recapitalization transactions are the financial statements of Pla-Fit Holdings as the predecessor to the Company for accounting and reporting purposes. Unless otherwise specified, “the Company” refers to both Planet Fitness, Inc. and Pla-Fit Holdings throughout the remainder of these notes.
Secondary offerings
In June 2016, the Company completed a secondary offering (“June Secondary Offering”) of 11,500,000 shares of its Class A common stock at a price of $16.50 per share. All of the shares sold in the June Secondary Offering were offered by certain Continuing LLC Owners and TSG AIV II-A L.P and TSG PF Co-Investors A L.P. (“Direct TSG Investors”). The Company did not receive any proceeds from the sale of shares of Class A common stock offered by the Direct TSG Investors and the participating Continuing LLC Owners. The shares sold in the June Secondary Offering consisted of (i) 3,608,840 existing shares of Class A common stock held by the Direct TSG Investors and (ii) 7,891,160 newly-issued shares of Class A common stock issued in connection with the exercise of the exchange right by the Continuing LLC Owners that participated in the June Secondary Offering. Simultaneously, and in connection with the exchange, 7,891,160 shares of Class B common stock were surrendered by the Continuing LLC Owners that participated in the June Secondary Offering and canceled. Additionally, in connection with the exchange, Planet Fitness, Inc. received 7,891,160 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings. Immediately preceding the June Secondary Offering, Planet Fitness, Inc. held 100% of the voting interest and 37.1% of the economic interest of Pla-Fit Holdings and the Continuing LLC Owners held the remaining 62.9% economic interest in Pla-Fit Holdings. Immediately following the completion of the June Secondary Offering, Planet Fitness, Inc. held 100% of the voting interest and 45.1% of the economic interest of Pla-Fit Holdings and the Continuing LLC Owners held the remaining 54.9% economic interest in Pla-Fit Holdings.
In September 2016, the Company completed a secondary offering (“September Secondary Offering”) of 8,000,000 shares of its Class A common stock at a price of $19.62 per share. All of the shares sold in the September Secondary Offering were offered by the Direct TSG Investors and participating Continuing LLC Owners. The Company did not receive any proceeds from the sale of shares of Class A common stock offered by the Direct TSG Investors and the Continuing LLC Owners that participating in the September Secondary Offering. The shares sold in the September Secondary Offering consisted of (i) 2,593,981 existing shares of Class A common stock held by the Direct TSG Investors and (ii) 5,406,019 newly-issued shares of Class A common stock issued in connection with the exercise of the exchange right by the Continuing LLC Owners that participated in the September Secondary offering. Simultaneously, and in connection with the exchange, 5,406,019 shares of Class B common stock were surrendered by the Continuing LLC Owners that participated in the September Secondary Offering and canceled. Additionally, in connection with the exchange, Planet Fitness, Inc. received 5,406,019 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings. Immediately preceding the September Secondary Offering, Planet Fitness, Inc. held 100% of the voting interest and 45.1% of the economic interest of Pla-Fit Holdings and the Continuing LLC Owners held the remaining 54.9% economic interest in Pla-Fit Holdings. Immediately following the completion of the September Secondary Offering and as of September 30, 2016, Planet Fitness, Inc. held 100% of the voting interest and 50.6% of the economic interest of Pla-Fit Holdings and the Continuing LLC Owners held the remaining 49.4% economic interest in Pla-Fit Holdings.
In November 2016, the Company completed a secondary offering (“November Secondary Offering”) of 15,000,000 shares of its Class A common stock at a price of $23.22 per share. All of the shares sold in the November Secondary Offering were offered by the Direct TSG Investors and participating Continuing LLC Owners. The Company did not receive any proceeds from the sale of shares of Class A common stock offered by the Direct TSG Investors and the Continuing LLC Owners that participating in the September Secondary Offering. The shares sold in the November Secondary Offering consisted of (i) 4,863,715 existing shares of Class A common stock held by the Direct TSG Investors and (ii) 10,136,285 newly-issued shares of Class A common stock issued in connection with the exercise of the exchange right by the Continuing LLC Owners that participated in the November Secondary offering. Simultaneously, and in connection with the exchange, 10,136,285 shares of Class B common stock were surrendered by the Continuing LLC Owners that participated in the November Secondary Offering and canceled. Additionally, in connection with the exchange, Planet Fitness, Inc. received 10,136,285 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings. Immediately preceding the November Secondary Offering, Planet Fitness, Inc. held 100% of the voting interest and 51.5% of the economic interest of Pla-Fit Holdings and the Continuing LLC Owners held the remaining 48.5% economic interest in Pla-Fit Holdings. Immediately following the completion of the November Secondary Offering and as of November 22, 2016, Planet Fitness, Inc. held 100% of the voting interest and 61.8% of the economic interest of Pla-Fit Holdings and the Continuing LLC Owners held the remaining 38.2% economic interest in Pla-Fit Holdings.
In March 2017, the Company completed a secondary offering (“March Secondary Offering”) of 15,000,000 shares of its Class A common stock at a price of $20.44 per share. All of the shares sold in the March Secondary Offering were offered by certain existing holders of Holdings Units and the Direct TSG Investors. The Company did not receive any proceeds from the sale of shares of Class A common stock offered by the Direct TSG Investors and the participating holders of Holdings Units. The shares sold in the March Secondary Offering consisted of (i) 4,790,758 existing shares of Class A common stock held by the Direct TSG Investors and (ii) 10,209,242 newly-issued shares of Class A common stock issued in connection with the exercise of the exchange right by the holders of Holdings Units that participated in the March Secondary Offering. Simultaneously, and in connection with the exchange, 10,209,242 shares of Class B common stock were surrendered by the holders of Holdings Units that participated in the March Secondary Offering and canceled. Additionally, in connection with the exchange, Planet Fitness, Inc. received 10,209,242 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings.
In May 2017, the Company completed a secondary offering (“May Secondary Offering”) of 16,085,510 shares of its Class A common stock at a price of $20.28 per share. All of the shares sold in the May Secondary Offering were offered by certain existing holders of Holdings Units and the Direct TSG Investors. The Company did not receive any proceeds from the sale of shares of Class A common stock offered by the Direct TSG Investors and the participating holders of Holdings Units. The shares sold in the May Secondary Offering consisted of (i) 5,215,691 existing shares of Class A common stock held by the Direct TSG Investors and (ii) 10,869,819 newly-issued shares of Class A common stock issued in connection with the exercise of the exchange right by the holders of Holdings Units that participated in the May Secondary Offering. Simultaneously, and in connection with the exchange, 10,869,819 shares of Class B common stock were surrendered by the holders of Holdings Units that participated in the May Secondary Offering and canceled. Additionally, in connection with the exchange, Planet Fitness, Inc. received 10,869,819 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings.
In addition to the secondary offering transactions described above, during the years ended December 31, 2017 and 2016, certain Continuing LLC Owners have exercised their exchange rights and exchanged 4,762,943 and 1,271,146 Holdings Units, respectively, for 4,762,943 and 1,271,146 newly-issued shares of Class A common stock, respectively. Simultaneously, and in connection with these exchanges, 4,762,943 and 1,271,146 shares of Class B common stock were surrendered by the Continuing LLC Owners that exercised their exchange rights and canceled during the years ended December 31, 2017 and 2016, respectively. Additionally, in connection with these exchanges, Planet Fitness, Inc. received 4,762,943 and 1,271,146 Holdings Units during the years ended December 31, 2017 and 2016, respectively, increasing its total ownership interest in Pla-Fit Holdings.
As of December 31, 2017, the Company held 100% of the voting interest, and approximately 88.6% of the economic interest in Pla-Fit Holdings and the Continuing LLC Owners held the remaining 11.4% economic interest in Pla-Fit Holdings. As future exchanges of Holdings Units occur, the economic interest in Pla-Fit Holdings held by Planet Fitness, Inc. will increase.
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(2) Summary of significant accounting policies
(a) Basis of presentation and consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). All significant intercompany balances and transactions have been eliminated in consolidation.
As discussed in Note 1, as a result of the recapitalization transactions, Planet Fitness, Inc. consolidates Pla-Fit Holdings and Pla-Fit Holdings is considered to be the predecessor to Planet Fitness, Inc. for accounting and reporting purposes. 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”) and PF Melville LLC (“PF Melville”) based on the determination that the Company is the primary beneficiary with respect to these VIEs. These entities 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.
(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 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, and the liability for the Company’s tax benefit arrangements.
(c) Concentrations
Cash and cash equivalents are financial instruments, which potentially subject the Company to a concentration of credit risk. The Company invests its excess cash in several major financial institutions, which are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company maintains balances in excess of these limits, but does not believe that such deposits with its banks are subject to any unusual risk.
The credit risk associated with trade receivables is mitigated due to the large number of customers, generally our franchisees, and their broad dispersion over many different geographic areas. We do not have any concentrations with respect to our revenues.
The Company purchases equipment, both for corporate-owned stores and for sales to franchisee-owned stores from various equipment vendors. For the year ended December 31, 2017 purchases from one equipment vendor comprised 91% of total equipment purchases. For the year ended December 31, 2016 purchases from two equipment vendors comprised 83% and 13%, respectively, of total equipment purchases and for the year ended December 31, 2015 purchases from two equipment vendors comprised 79% and 18%, respectively, of total equipment purchases.
The Company, including Planet Fitness NAF, LLC (“NAF”) uses one primary vendor for advertising services. For the year ended December 31, 2017, purchases from this vendor comprised 63% of total equipment purchases. For the year ended December 31, 2016 purchases from two vendors comprised 25% and 16%, respectively, of total advertising purchases and for the year ended December 31, 2015 purchases from one vendor comprised 49% of total advertising purchases (see Note 4 for further discussion of NAF).
(d) Cash and cash equivalents
The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash held within the NAF is recorded as a restricted asset (see Note 4).
(e) Revenue recognition
Franchise revenue
The following revenues are generated as a result of transactions with or related to the Company’s franchisees.
Area development fees
Franchisees contractually enter into area development agreements (ADAs) to secure the exclusive right to open franchise stores within a defined geographical area. ADAs establish the timing and number of stores to be developed within the defined geographical area. Pursuant to an ADA, a franchisee is generally required to pay an initial nonrefundable development fee for a minimum number of stores to be developed, as outlined in the respective ADA. ADA fees collected in advance are deferred until the Company provides substantially all required obligations pursuant to the ADA. As the efforts and total cost relating to initial services are affected significantly by the number of stores opened in an area, the respective ADA is treated as a divisible contract. As each new site is accepted under an ADA, a franchisee signs a franchise operating agreement for the respective franchise location. As each store opened under an ADA typically has performance obligations associated with it, the Company recognizes ADA revenue as each individual franchise location is developed in proportion to the total number of stores to be developed under the ADA. These obligations are typically completed once the store is opened or the franchisee executes the individual property lease. As of December 31, 2017 and 2016, the deferred revenue for ADAs was $10,121 and $10,026, respectively. ADAs generally have an initial term equal to the number of years over which the franchisee is required to open franchise stores, which is typically 5 to 10 years. There is no right of refund for an executed ADA. Upon default, as defined in the agreement, the Company may reacquire the rights pursuant to an ADA, and all remaining deferred revenue is recognized at that time.
Franchise fees and performance fees
The Company generally charges an initial upfront nonrefundable franchise fee. Nonrefundable franchise fees are typically deferred until the franchisee executes a lease and receives initial training for the location, which is the point at which the Company has determined it has provided all of its material obligations required to recognize revenue. As of December 31, 2017 and 2016, the Company has recorded deferred franchise fees of $510 and $260, respectively, relating to stores to be opened in future years. These amounts are included in deferred revenue as of December 31, 2017 and 2016.
The individual franchise agreements typically have a 10-year initial term, but provide the franchisee with an opportunity to enter into successive renewals subject to certain conditions.
Transfer fees
The Company’s current franchise agreement provides that upon the transfer of a Planet Fitness store to a different franchisee, the Company is entitled to a transfer fee in the amount of the greater of $25, or $10 per store being transferred, if more than one, in addition to reimbursement of out-of-pocket expenses, including external legal and administrative costs incurred in connection with the transfer. Transfer-related fees and expenses are due, payable, and recognized at the time the transfer is effectuated.
Royalties
Royalties, which represent recurring fees paid by franchisees based on the franchisee-owned stores’ monthly and annual membership billings, are recognized on a monthly basis over the term of the franchise agreement. As specified under certain franchise agreements, the Company recognizes additional royalty fees as the franchisee-owned stores attain contractual monthly membership billing threshold amounts. Beginning in 2010, for all new franchise agreements entered into pursuant to a newly executed ADA or outside an ADA, the Company began charging a fixed royalty percentage based upon gross membership billings.
Other fees
Online member join fees are paid to the Company by franchisees for processing new membership transactions when a new member signs up for a membership to a franchisee-owned store through the Company’s website.
Billing transaction fees are paid to the Company for the processing of franchisee membership dues and annual fees through the Company’s third-party hosted point-of-sale system.
Placement
The Company is generally responsible for assembly and placement of equipment it sells to U.S. based franchisee-owned stores. Placement revenue is recognized upon completion and acceptance of the services at the franchise location.
Commission income
The Company recognizes commission income from its franchisees’ use of certain preferred vendor arrangements. Commissions are recognized when amounts have been earned and collectability from the vendor is reasonably assured.
Corporate-owned stores revenue
The following revenues are generated from stores owned and operated by the Company.
Membership dues revenue
Customers are offered multiple membership choices varying in length. Membership dues are earned and recognized over the membership term on a straight-line basis.
Enrollment fee revenue
Enrollment fees are charged to new members at the commencement of their membership. The Company recognizes enrollment fees ratably over the estimated duration of the membership life, which is generally two years.
Annual membership fee revenue
Annual membership fees are annual fees charged to members in addition to and in order to maintain low monthly membership dues. The Company recognizes annual membership fees ratably over the 12-month membership period.
Retail sales
The Company sells Planet Fitness branded apparel, food, beverages, and other accessories. The revenue for these items is recognized at the point of sale.
Equipment revenue
The Company sells and delivers equipment purchased from third-party equipment manufacturers to U.S. based franchisee-owned stores. Equipment revenue is recognized upon the equipment being delivered to and assembled at each store and accepted by the franchisee. Franchisees are charged for all freight costs incurred for the delivery of equipment. Freight revenue is recorded within equipment revenue and freight costs are recorded within cost of revenue. The Company recognizes revenue on a gross basis in these transactions as management has determined the Company to be the principal in these transactions. Management determined the Company to be the principal because the Company is the primary obligor in these transactions, the Company has latitude in establishing prices for the equipment sales to franchisees, the Company has supplier selection discretion and is involved in determination of product specifications, and the Company bears all credit risk associated with obligations to the equipment manufacturers.
Equipment deposits are recognized as a liability on the accompanying consolidated balance sheets until delivery, assembly (if required), and acceptance by the franchisee. As of December 31, 2017 and 2016, equipment deposits were $6,498 and $2,170, respectively.
Sales tax
All revenue amounts are recorded net of applicable sales tax.
(f) Deferred revenue
Deferred revenue represents cash received from franchisees for ADAs and franchise fees for which revenue recognition criteria has not yet been met and cash received from members for enrollment fees, membership dues and annual fees for the portion not yet earned based on the membership period.
(g) Cost of revenue
Cost of revenue consists of direct costs associated with equipment sales (including freight costs), the cost of retail merchandise sold in corporate-owned stores, and prior to 2016 also included direct costs related to the maintenance and support of the Company’s proprietary system-wide point-of-sale system. Costs related to the point-of-sale system were $0, $0, and $1,236 for the years ended December 31, 2017, 2016 and 2015 respectively. Costs related to retail merchandise sales were immaterial in all periods presented. Rebates from equipment vendors where the Company has recognized the related equipment revenue and costs are recorded as a reduction to the cost of revenue.
(h) Store operations
Store operations consists of the direct costs related to operating corporate-owned stores, including our store management and staff, rent expense, utilities, supplies, maintenance, and local advertising.
(i) Selling, general and administrative
Selling, general and administrative expenses consist of costs associated with administrative and franchisee support functions related to our existing business as well as growth and development activities. These costs primarily consist of payroll, IT related, marketing, legal and accounting expenses. These expenses include costs related to placement services of $4,601, $3,974, and $3,452, for the years ended December 31, 2017, 2016 and 2015, respectively.
(j) Accounts receivable
Accounts receivable is primarily comprised of amounts owed to the Company resulting from equipment, placement, and commission revenue. The Company evaluates its accounts receivable on an ongoing basis and may establish an allowance for doubtful accounts based on collections and current credit conditions. Accounts are written off as uncollectible when it is determined that further collection efforts will be unsuccessful. Historically, the Company has not had a significant amount of write-offs.
(k) Leases and asset retirement obligations
The Company recognizes rent expense related to leased office and operating space on a straight-line basis over the term of the lease. The difference between rent expense and rent paid, if any, as a result of escalation provisions and lease incentives, such as tenant improvements provided by lessors, and is recorded as deferred rent in the Company’s consolidated balance sheets.
In accordance with ASC Topic 410, Asset Retirement and Environmental Obligations, the Company establishes assets and liabilities for the present value of estimated future costs to return certain leased facilities to their original condition. Such assets are depreciated on a straight-line basis over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs.
(l) Property and equipment
Property and equipment is recorded at cost and depreciated using the straight-line method over its related estimated useful life. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset, whichever is shorter. Upon sale or retirement, the asset cost and related accumulated depreciation are removed from the respective accounts, and any related gain or loss is reflected in the consolidated statements of operations. Ordinary maintenance and repair costs are expensed as incurred. The estimated useful lives of the Company’s fixed assets by class of asset are as follows:
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Years |
Buildings and building improvements |
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20–40 |
Computers and equipment |
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3-5 |
Furniture and fixtures |
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5 |
Leasehold improvements |
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Useful life or term of lease whichever is shorter |
Fitness equipment |
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5–7 |
Vehicles |
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5 |
(m) Advertising expenses
The Company expenses advertising costs as incurred. Advertising expenses, net of amounts reimbursed by franchisees, are included within store operations and selling, general and administrative expenses and totaled $9,906, $8,270, and $9,349 for the years ended December 31, 2017, 2016 and 2015, respectively. See Note 4 for discussion of the national advertising fund.
(n) Goodwill, long-lived assets, and other intangible assets
Goodwill and other intangible assets that arise from acquisitions are recorded in accordance with ASC Topic 350, Intangibles—Goodwill and Other. In accordance with this guidance, specifically identified intangible assets must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Intangibles are typically trade and brand names, customer relationships, noncompete agreements, reacquired franchise rights, and favorable or unfavorable leases. Transactions are evaluated to determine whether any gain or loss on reacquired franchise rights, based on their fair value, should be recognized separately from identified intangibles. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination.
Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives on either a straight-line or accelerated basis as deemed appropriate, and are reviewed for impairment when events or circumstances suggest that the assets may not be recoverable.
The Company performs its annual test for impairment of goodwill and indefinite lived intangible assets on December 31 of each year. For goodwill, the first step of the impairment test is to determine whether the carrying amount of a reporting unit exceeds the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, the Company would be required to perform a second step of the impairment test as this is an indication that the reporting unit’s goodwill may be impaired. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. Any impairment loss would be recognized in an amount equal to the excess of the carrying value of the goodwill over the implied fair value of the goodwill. The Company is also permitted to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If the Company concludes it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it need not perform the two-step impairment test.
For indefinite lived intangible assets, the impairment assessment consists of comparing the carrying value of the asset to its estimated fair value. To the extent that the carrying value exceeds the fair value of the asset, an impairment is recorded to reduce the carrying value to its fair value. The Company is also permitted to make a qualitative assessment of whether it is more likely than not an indefinite lived intangible asset’s fair value is less than its carrying value prior to applying the quantitative assessment. If based on the Company’s qualitative assessment it is not more likely than not that the carrying value of the asset is less than its fair value, then a quantitative assessment is not required.
The Company determined that no impairment charges were required during any periods presented.
The Company applies the provisions of ASC Topic 360, Property, Plant and Equipment, which requires that long-lived assets, including amortizable intangible assets, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for impairment, then assets are required to be grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the undiscounted future net cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There were no events or changes in circumstances that required the Company to test for impairment during any of the periods presented.
(o) Income taxes
The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized for the expected future tax consequences attributable to temporary differences between the carrying amount of the existing tax assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied in the years in which temporary differences are expected to be recovered or settled. The principal items giving rise to temporary differences are the use of accelerated depreciation and certain basis differences resulting from acquisitions and the recapitalization transactions. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
As a result of the recapitalization transactions, Planet Fitness, Inc. became the sole managing member of Pla-Fit Holdings, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. 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 Planet Fitness, Inc. following the recapitalization transactions, 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 following the recapitalization transactions. The Company is also subject to taxes in foreign jurisdictions.
The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs (see Note 14).
(p) 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, LLC who are unaffiliated with TSG (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 sales 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 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. Also, pursuant to the exchange agreement, to the extent an exchange results in Pla-Fit Holdings, LLC incurring a current tax liability relating to the New Hampshire business profits tax, the TRA Holders have agreed that they will contribute to Pla-Fit Holdings, LLC an amount sufficient to pay such tax liability (up to 3.5% of the value received upon exchange). If and when the Company subsequently realizes a related tax benefit, Pla-Fit Holdings, LLC will distribute the amount of any such tax benefit to the relevant Continuing LLC Owner in respect of its contribution. Due to changes in New Hampshire tax law, the Company no longer expects to incur any such liability under the New Hampshire business profits tax.
Based on current projections, the Company anticipates having sufficient taxable income to utilize these tax attributes and receive corresponding tax deductions in future periods. Accordingly, as of December 31, 2017 the Company has recorded a liability of $431,360, which includes the impact of remeasurement related to the 2017 Tax Act, payable to the TRA Holders under the tax benefit obligations, representing approximately 85% of the calculated tax savings based on the original basis adjustments the Company anticipates being able to utilize in future years. Changes in the projected liability resulting from these tax benefit arrangements may occur based on changes in anticipated future taxable income, changes in applicable tax rates or other changes in tax attributes that may occur and impact the expected future tax benefits to be received by the Company. Changes in the projected liability under these tax benefit arrangements will be recorded as a component of other income (expense) each period. The projection of future taxable income involves significant judgment. Actual taxable income may differ from estimates, which could significantly impact the liability under the tax benefit arrangements and the Company’s consolidated results of operations.
(q) 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 table below presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016:
|
|
|
|
|
|
Quoted prices |
|
|
Significant |
|
|
Significant |
|
|||
|
|
Total fair value at |
|
|
in active markets |
|
|
other observable |
|
|
unobservable |
|
||||
|
|
December 31, 2017 |
|
|
markets (Level 1) |
|
|
inputs (Level 2) |
|
|
inputs (Level 3) |
|
||||
Interest rate caps |
|
$ |
340 |
|
|
$ |
— |
|
|
$ |
340 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted prices |
|
|
Significant |
|
|
Significant |
|
|||
|
|
Total fair value at |
|
|
in active markets |
|
|
other observable |
|
|
unobservable |
|
||||
|
|
December 31, 2016 |
|
|
markets (Level 1) |
|
|
inputs (Level 2) |
|
|
inputs (Level 3) |
|
||||
Interest rate caps |
|
$ |
306 |
|
|
$ |
— |
|
|
$ |
306 |
|
|
$ |
— |
|
(r) Financial instruments
The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term nature of these instruments. The carrying value of debt also approximates fair value as it is variable rate debt.
(s) Derivative instruments and hedging activities
The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive income, to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings.
The Company only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. See Note 8 for further information.
(t) Equity-based compensation
The Company has an equity-based compensation plan under which it receives services from employees and directors as consideration for equity instruments of the Company. The compensation expense is determined based on the fair value of the award as of the grant date. Compensation expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are satisfied. For awards with graded vesting, the fair value of each tranche is recognized over its respective vesting period. The Company accounts for forfeitures as they occur by reversing compensation cost when the award is forfeited. See Note 12 for further information.
(u) Guarantees
The Company, as a guarantor, is required to recognize, at inception of the guaranty, a liability for the fair value of the obligation undertaken in issuing the guarantee. See Notes 3 and 15 for further discussion of such obligations guaranteed.
(v) Contingencies
The Company records estimated future losses related to contingencies when such amounts are probable and estimable. The Company includes estimated legal fees related to such contingencies as part of the accrual for estimated future losses.
(w) Reclassifications
Certain amounts have been reclassified to conform to current year presentation.
(x) Recent accounting pronouncements
The FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, in September 2014. This guidance requires that an entity recognize revenue to depict the transfer of a promised good or service to its customers in an amount that reflects consideration to which the entity expects to be entitled in exchange for such transfer. This guidance also specifies accounting for certain costs incurred by an entity to obtain or fulfill a contract with a customer and provides for enhancements to revenue specific disclosures intended to allow users of the financial statements to clearly understand the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with its customers. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 for public companies. The Company will adopt this new guidance in fiscal year 2018 utilizing the modified retrospective method. The adoption of the new guidance will change the timing of recognition of ADA and initial franchise fees, transfer fees and other fees. Currently, these fees are generally recognized upfront upon either store opening or upon execution of the property lease for an ADA, and upon execution of a lease and delivery of training for franchise fees. The new guidance will generally require these fees to be recognized over the contractual terms of the franchise license. The Company has evaluated the impact of the adoption of this new guidance as it relates to various forms of franchise fee revenue, including ADA and initial franchise fees, transfer fees and other fees and has concluded that the impact will be approximately $13,500 of incremental revenue deferred as of January 1, 2018 in connection with the adoption of this guidance. The Company does not expect this new guidance to impact the recognition of royalty income. Additionally, the adoption of this new guidance will change the way the Company reports receipts and expenses of the national advertising fund. Currently, the cash inflows and expenses related to the national advertising fund are not presented on the Company’s consolidated statement of operations. This guidance will require the Company to report all national advertising fund cash inflows as revenues and all national advertising fund expenses as expenses on the consolidated statement of operations. Under this guidance, the Company expects approximately $45,000 of incremental revenues and expenses in 2018 related to the national advertising fund.
The FASB issued ASU No. 2016-02, Leases, in February 2016. This guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public companies. Early application of the amendments in this update is permitted for all entities. The Company anticipates that adoption of this guidance will bring all current operating leases onto the statement of financial position as a right of use asset and related rent liability, and is currently evaluating the effect that implementation of this guidance will have on its consolidated statement of operations.
The FASB issued ASU No. 2016-09, Stock Compensation, in March 2016. This guidance is intended to simplify several aspects of the accounting for share-based payment award transactions, including the recognition of the tax effects resulting from the settlement of stock-based awards, and allowing companies to make an accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The Company adopted ASU No. 2016-09 as of January 1, 2017 on a prospective basis, noting no material impact to the consolidated financial statements.
The FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, in August 2016. This guidance is intended to reduce diversity in practice of the classification of certain cash receipts and cash payments. This guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within that year. The Company does not expect the adoption of the standard to have a material impact on its consolidated financial statements.
The FASB issued ASU No. 2017-04, 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. This guidance will be effective for fiscal years beginning after December 15, 2019, including interim periods within that year. This new guidance is not expected to have a material impact on the Company’s consolidated financial statements.
The FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities, in August 2017. The guidance simplifies the application of hedge accounting in certain situations and amends the hedge accounting model to enable entities to better portray the economics of their risk management activities in the financial statements. This guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within that year. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
|
(3) Variable interest entities
The carrying values of VIEs included in the consolidated financial statements as of December 31, 2017 and December 31, 2016 are as follows:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||||||||||
|
|
Assets |
|
|
Liabilities |
|
|
Assets |
|
|
Liabilities |
|
||||
PF Melville |
|
$ |
4,420 |
|
|
$ |
— |
|
|
$ |
4,071 |
|
|
$ |
— |
|
MMR |
|
$ |
3,360 |
|
|
|
— |
|
|
$ |
3,156 |
|
|
|
— |
|
Total |
|
$ |
7,780 |
|
|
$ |
— |
|
|
$ |
7,227 |
|
|
$ |
— |
|
The Company also has variable interests in certain franchisees mainly through the guarantee of certain debt and lease agreements as well as financing provided by the Company and by certain related parties to franchisees. The Company’s maximum obligation, as a result of its guarantees of leases and debt, is approximately $979 and $1,350 as of December 31, 2017 and 2016, 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 ultimate settlement anticipated to be incurred from the Company’s involvement with these entities, which is estimated at $0.
|
(4) National advertising fund
On July 26, 2011, the Company established Planet Fitness NAF, LLC (“NAF”) for the creation and development of marketing, advertising, and related programs and materials for all Planet Fitness stores located in the United States and Puerto Rico. On behalf of the NAF, the Company collects 2% of gross monthly membership billings from franchisees, in accordance with the provisions of the franchise agreements. The Company also contributes 2% of monthly membership billings from stores owned by the Company to the NAF. The use of amounts received by NAF is restricted to advertising, product development, public relations, merchandising, and administrative expenses and programs to increase sales and further enhance the public reputation of the Planet Fitness brand. The Company consolidates and reports all assets and liabilities held by the NAF within the consolidated financial statements. Amounts received or receivable by NAF are reported as restricted assets and restricted liabilities within current assets and current liabilities on the consolidated balance sheets. The Company provides administrative services to NAF and charges NAF a fee for providing those services. These services include accounting services, information technology, data processing, product development, legal and administrative support, and other operating expenses, which amounted $2,150, $1,700 and $1,340 for the years ended December 31, 2017, 2016 and 2015, respectively. The fees paid to the Company by NAF are included in the consolidated statements of operations as a reduction in general and administrative expense, where the expense incurred by the Company was initially recorded.
|
(5) Property and equipment
Property and equipment as of December 31, 2017 and 2016 consists of the following:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||
Land |
|
$ |
910 |
|
|
$ |
910 |
|
Equipment |
|
|
32,403 |
|
|
|
27,283 |
|
Leasehold improvements |
|
|
60,181 |
|
|
|
41,249 |
|
Buildings and improvements |
|
|
5,107 |
|
|
|
5,107 |
|
Furniture & fixtures |
|
|
9,790 |
|
|
|
3,708 |
|
Other |
|
|
7,923 |
|
|
|
5,673 |
|
Construction in progress |
|
|
3,241 |
|
|
|
8,295 |
|
|
|
|
119,555 |
|
|
|
92,225 |
|
Accumulated Depreciation |
|
|
(36,228 |
) |
|
|
(30,987 |
) |
Total |
|
$ |
83,327 |
|
|
$ |
61,238 |
|
The Company recorded depreciation expense of $13,886, $12,131, and $11,088 for the years ended December 31, 2017, 2016 and 2015, respectively.
|
(6) Goodwill and intangible assets
A summary of goodwill and intangible assets at December 31, 2017 and 2016 is as follows:
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
Gross |
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
carrying |
|
|
Accumulated |
|
|
Net carrying |
|
|||
December 31, 2017 |
|
period (years) |
|
amount |
|
|
amortization |
|
|
Amount |
|
|||
Customer relationships |
|
11.1 |
|
$ |
171,782 |
|
|
|
(86,501 |
) |
|
$ |
85,281 |
|
Noncompete agreements |
|
5.0 |
|
|
14,500 |
|
|
|
(14,500 |
) |
|
|
— |
|
Favorable leases |
|
7.5 |
|
|
2,935 |
|
|
|
(1,972 |
) |
|
|
963 |
|
Order backlog |
|
0.4 |
|
|
3,400 |
|
|
|
(3,400 |
) |
|
|
— |
|
Reacquired franchise rights |
|
5.8 |
|
|
8,950 |
|
|
|
(5,837 |
) |
|
|
3,113 |
|
|
|
|
|
|
201,567 |
|
|
|
(112,210 |
) |
|
|
89,357 |
|
Indefinite-lived intangible: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and brand names |
|
N/A |
|
|
146,300 |
|
|
|
— |
|
|
|
146,300 |
|
Total intangible assets |
|
|
|
$ |
347,867 |
|
|
$ |
(112,210 |
) |
|
$ |
235,657 |
|
Goodwill |
|
|
|
$ |
176,981 |
|
|
$ |
— |
|
|
$ |
176,981 |
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
Gross |
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
carrying |
|
|
Accumulated |
|
|
Net carrying |
|
|||
December 31, 2016 |
|
period (years) |
|
amount |
|
|
amortization |
|
|
Amount |
|
|||
Customer relationships |
|
11.1 |
|
$ |
171,782 |
|
|
|
(72,655 |
) |
|
$ |
99,127 |
|
Noncompete agreements |
|
5.0 |
|
|
14,500 |
|
|
|
(12,027 |
) |
|
|
2,473 |
|
Favorable leases |
|
7.5 |
|
|
2,935 |
|
|
|
(1,643 |
) |
|
|
1,292 |
|
Order backlog |
|
0.4 |
|
|
3,400 |
|
|
|
(3,400 |
) |
|
|
— |
|
Reacquired franchise rights |
|
5.8 |
|
|
8,950 |
|
|
|
(4,280 |
) |
|
|
4,670 |
|
|
|
|
|
|
201,567 |
|
|
|
(94,005 |
) |
|
|
107,562 |
|
Indefinite-lived intangible: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and brand names |
|
N/A |
|
|
146,300 |
|
|
|
— |
|
|
|
146,300 |
|
Total intangible assets |
|
|
|
$ |
347,867 |
|
|
$ |
(94,005 |
) |
|
$ |
253,862 |
|
Goodwill |
|
|
|
$ |
176,981 |
|
|
$ |
— |
|
|
$ |
176,981 |
|
There were no changes in the carrying amount of goodwill during the years ended December 31, 2017 or 2016.
The Company determined that no impairment charges were required during any periods presented.
Amortization expense related to the intangible assets totaled $18,205, $19,757, and $21,543 for the years ended December 31, 2017, 2016 and 2015, respectively. Included within these total amortization expense amounts are $330, $386, and $473 related to amortization of favorable and unfavorable leases for the years ended December 31, 2017, 2016 and 2015, respectively. Amortization of favorable and unfavorable leases is recorded within store operations as a component of rent expense in the consolidated statements of operations. The anticipated annual amortization expense to be recognized in future years as of December 31, 2017 is as follows:
|
|
Amount |
|
|
2018 |
|
$ |
14,583 |
|
2019 |
|
|
14,215 |
|
2020 |
|
|
12,517 |
|
2021 |
|
|
12,422 |
|
2022 |
|
|
12,419 |
|
Thereafter |
|
|
23,201 |
|
Total |
|
$ |
89,357 |
|
|
(7) Long-term debt
Long-term debt as of December 31, 2017 and 2016 consists of the following:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||
Term loan B requires quarterly installments plus interest through the term of the loan, maturing March 31, 2021. Outstanding borrowings bear interest at LIBOR or base rate (as defined) plus a margin at the election of the borrower (4.59% at December 31, 2017 and 4.33% at December 31, 2016) |
|
$ |
709,470 |
|
|
$ |
716,654 |
|
Revolving credit line, requires interest only payments through the term of the loan, maturing March 31, 2019. Outstanding borrowings bear interest at LIBOR or base rate (as defined) plus a margin at the election of the borrower (6.25% at December 31, 2017 and 6.0% at December 31, 2016) |
|
|
— |
|
|
|
— |
|
Total debt, excluding deferred financing costs |
|
|
709,470 |
|
|
|
716,654 |
|
Deferred financing costs, net of accumulated amortization |
|
|
(5,709 |
) |
|
|
(7,466 |
) |
Total debt |
|
|
703,761 |
|
|
|
709,188 |
|
Current portion of long-term debt and line of credit |
|
|
7,185 |
|
|
|
7,185 |
|
Long-term debt, net of current portion |
|
$ |
696,576 |
|
|
$ |
702,003 |
|
On March 31, 2014, the Company entered into a five-year $430,000 credit facility with a consortium of banks and lenders to refinance its existing indebtedness, as well as to provide funds for working capital, capital expenditures, acquisitions, a $173,900 dividend and general corporate purposes. The facility consisted of a $390,000 Term Loan and a $40,000 Revolving Credit Facility. On March 31, 2015, the Company amended this credit facility to increase the Term Loan to $510,000 to fund a cash dividend of $140,000.
On November 10, 2016, the Company amended the credit facility to increase the Revolving Credit Facility to $75,000, reduce the interest rate margin for term loan borrowings by 25 basis points, and increase the Term Loan to $718,450 primarily in order to fund a cash dividend and other equivalent payments totaling $271,011. In connection with the amendment, during the year ended December 31, 2016, the Company capitalized and deferred financing costs of $2,219, recorded expense of $3,001 related to certain third party fees included in other expense on the consolidated statement of operations, and a loss on extinguishment of debt of $606 included in interest expense on the consolidated statement of operations. The unused portion of the Revolving Credit Facility as of December 31, 2017 was $75,000. The Term Loan calls for quarterly principal installment payments of $1,796 through March 2021.
On May 26, 2017, the Company amended the credit facility to reduce the applicable interest rate margin for term loan borrowings by 50 basis points, to LIBOR plus 300 basis points, with an additional 25 basis point reduction in applicable interest rate possible in the future so long as the Total Net Leverage Ratio (as defined in the credit agreement) is less than 3.50 to 1.00. The amendment to the credit agreement also reduced the interest rate margin for revolving loan borrowings by 25 basis points. In connection with the amendment to the credit agreement, in the year ended December 31, 2017, the Company capitalized deferred financing costs of $257, recorded expense of $1,021 related to certain third party fees included in other expense on the consolidated statement of operations, and a loss on extinguishment of debt of $79 included in interest expense on the consolidated statement of operations.
The credit facility requires the Company to meet certain financial covenants, which the Company was in compliance with as of December 31, 2017. The facility is secured by all of the Company’s assets, excluding the assets attributable to the consolidated VIEs (see Note 3).
Future annual principal payments of long-term debt as of December 31, 2017 are as follows:
|
|
Amount |
|
|
2018 |
|
$ |
7,185 |
|
2019 |
|
|
7,185 |
|
2020 |
|
|
7,185 |
|
2021 |
|
|
687,915 |
|
2022 |
|
|
- |
|
Thereafter |
|
|
- |
|
Total |
|
$ |
709,470 |
|
|
(8) Derivative instruments and hedging activities
The Company utilizes interest-rate-related derivative instruments to manage its exposure related to changes in interest rates on its variable-rate debt instruments. The Company does not enter into derivative instruments for any purpose other than cash flow hedging. The Company does not speculate using derivative instruments.
By using derivative financial instruments to hedge exposures to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is an asset, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is a liability, the Company owes the counterparty and, therefore, the Company is not exposed to the counterparty’s credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties whose credit rating is higher than A1/A+ at the inception of the derivative transaction. The derivative instruments entered into by the Company do not contain credit-risk-related contingent features.
Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.
The Company assesses interest rate risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. The Company monitors interest rate risk attributable to both the Company’s outstanding or forecasted debt obligations as well as the Company’s offsetting hedge positions.
In order to manage the market risk arising from the outstanding term loans, the Company has entered into a series of interest rate caps. During the year ended December 31, 2017, the Company entered into two additional interest rate caps effective March 31, 2017 and terminating on March 31, 2019 with variable notional amounts in order to hedge one month LIBOR greater than 2.5%. As of December 31, 2017, the Company had interest rate cap agreements with notional amounts of $134,000 outstanding that were entered into in order to hedge three month LIBOR greater than 1.5%, and interest rate cap agreements with notional amounts of $221,633 that were entered into in order to hedge one month LIBOR greater than 2.5%.
Changes in the fair value of interest rate swaps and caps designated as hedging instruments that effectively offset the variability of cash flows associated with variable-rate, long-term debt obligations are reported in accumulated other comprehensive income. These amounts subsequently are reclassified into interest expense as a yield adjustment of the hedged interest payments in the same period in which the related interest affects earnings.
The interest rate cap balances of $340 and $306 were recorded within other assets in the consolidated balance sheets as of December 31, 2017 and 2016, respectively. These amounts have been measured at fair value and are considered to be a Level 2 fair value measurement. The Company recorded an increase to the value of its interest rate caps of $1,143, net of tax of $280, for the year ended December 31, 2017, and reductions to the value of its interest rate caps of $78 net of tax of $35, and $1,388, net of tax of $29, during the years ended December 31, 2016, and 2015, respectively, within other comprehensive income (loss).
As of December 31, 2017, the Company expects to reclassify immaterial gains included in accumulated other comprehensive income (loss) into earnings during the next 12 months. Transactions and events expected to occur over the next twelve months that will necessitate reclassifying these derivatives’ gains to earnings include quarterly payments on interest rate caps that are in the money.
|
(9) Deferred revenue
The summary set forth below represents the balances in deferred revenue as of December 31, 2017 and 2016:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||
Prepaid membership fees |
|
$ |
5,198 |
|
|
$ |
5,034 |
|
Enrollment fees |
|
|
1,014 |
|
|
|
1,240 |
|
Equipment discount |
|
|
2,567 |
|
|
|
2,796 |
|
Annual membership fees |
|
|
8,113 |
|
|
|
6,775 |
|
Area development and franchise fees |
|
|
10,631 |
|
|
|
10,286 |
|
Total deferred revenue |
|
|
27,523 |
|
|
|
26,131 |
|
Long-term portion of deferred revenue |
|
|
8,440 |
|
|
|
8,351 |
|
Current portion of deferred revenue |
|
$ |
19,083 |
|
|
$ |
17,780 |
|
Equipment deposits received in advance of delivery, placement and customer acceptance as of December 31, 2017 and 2016 were $6,498 and $2,170, respectively and are expected to be recognized as revenue in the next twelve months.
The Company wrote-off $107 and $1,754 of expiring equipment discounts in the years ended December 31, 2017 and 2016, respectively, that were originally recorded in connection with the March 31, 2014 acquisition of eight franchisee-owned stores. These amounts are included as a gain in other expense on the consolidated statement of operations.
|
(10) Related party transactions
Amounts due from related parties of $3,020 and $2,864 as of December 31, 2017 and 2016, respectively, primarily relate to currently due or potential reimbursements for certain taxes accrued or paid by the Company (see note 14).
Activity with franchisees considered to be related parties is summarized below.
|
|
For the Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Franchise revenue |
|
$ |
2,130 |
|
|
$ |
1,760 |
|
|
$ |
1,232 |
|
Equipment revenue |
|
|
3,464 |
|
|
|
1,338 |
|
|
|
1,686 |
|
Total revenue from related parties |
|
$ |
5,594 |
|
|
$ |
3,098 |
|
|
$ |
2,918 |
|
Additionally, the Company had deferred ADA revenue from related parties of $389 and $422 as of December 31, 2017 and 2016, respectively.
The Company entered into a consulting agreement that continues through December 31, 2018 with a shareholder and former executive officer of the Company.
The Company paid rent and lease termination costs for its former headquarters to MMC Fox Run, LLC, which is currently owned by Chris Rondeau, our CEO, and Marc Grondahl, a shareholder and former executive officer and former member of our board of directors, in the amounts of $898, $406, and $412, for the years ended December 31, 2017, 2016 and 2015, respectively.
The Company paid management fees to TSG totaling $0, $0, and $1,899 during the years ended December 31, 2017, 2016 and 2015, respectively. In connection with the IPO, the Company paid a $1,000 termination fee related to the termination of its management agreement with TSG, which is included in the management fees paid for the year ended December 31, 2015.
As of December 31, 2017 and 2016, the Company had $44,794 and $419,071, respectively, payable to related parties pursuant to tax benefit arrangements, see Note 14.
A member of the Company’s board of directors, who is also a franchisee, holds an approximate 10.5% ownership of a company that sells amenity tracking compliance software to Planet Fitness stores. As of December 31, 2017, the software was being utilized at 15 corporate-owned stores and approximately 300 franchise stores.
|
(11) Stockholder’s equity
The recapitalization transactions
The Company refers to the Merger, Reclassification and entry into the Exchange agreement, each as described below, as the “recapitalization transactions.” The Merger was effected pursuant to a merger agreement by and among the Company and Planet Fitness Holdings, L.P. (a predecessor entity to the Company) and the recapitalization transactions were effected pursuant to a recapitalization agreement by and among the Company, Pla-Fit Holdings, the Continuing LLC Owners and Direct TSG Investors.
Merger
Prior to the Merger, the Direct TSG Investors held interests in Planet Fitness Holdings, L.P., a predecessor entity to the Company that held indirect interests in Pla-Fit Holdings. Planet Fitness Holdings, L.P. was formed in October 2014 and had no material assets, liabilities or operations, other than as a holding company owning indirect interests in Pla-Fit Holdings. The Direct TSG Investors consist of investment funds affiliated with TSG. Pursuant to a merger agreement dated June 22, 2015, upon the pricing of the IPO, Planet Fitness Holdings, L.P. merged with and into the Company, and the interests in Planet Fitness Holdings, L.P. held by the Direct TSG Investors were converted into 26,106,930 shares of Class A common stock of the Company. The Company refers to this as the “Merger.” All shares of Class A common stock have both voting and economic rights in Planet Fitness, Inc.
The Merger was effected on August 5, 2015, prior to the time our Class A common stock was registered under the Exchange Act and prior to the completion of the IPO.
Reclassification
The equity interests of Pla-Fit Holdings previously consisted of three different classes of limited liability company units (Class M, Class T and Class O). Prior to the completion of the IPO, the limited liability company agreement of Pla-Fit Holdings was amended and restated to, among other things, modify its capital structure to create a single new class of units, the Holdings Units. The Company refers to this capital structure modification as the “Reclassification.”
The Direct TSG Investors’ indirect interest in Pla-Fit Holdings was held through Planet Fitness Holdings, L.P. As a result, following the Merger, in which Planet Fitness Holdings, L.P. merged with and into the Company, the Direct TSG Investors’ indirect interests in Pla-Fit Holdings are held through the Company. Therefore, the Holdings Units received in the Reclassification were allocated to: (1) the Continuing LLC Owners based on their existing interests in Pla-Fit Holdings; and (2) the Company to the extent of the Direct TSG Investors’ indirect interest in Pla-Fit Holdings. The number of Holdings Units allocated to the Company in the Reclassification was equal to the number of shares of Class A common stock that the Direct TSG Investors received in the Merger (on a one-for-one basis).
The Reclassification was effected on August 5, 2015, prior to the time our Class A common stock was registered under the Exchange Act and prior to the completion of the IPO.
Following the Merger and the Reclassification, the Company issued to Continuing LLC Owners 72,602,810 shares of Class B common stock, one share of Class B common stock for each Holdings Unit they held. The shares of Class B common stock have no rights to dividends or distributions, whether in cash or stock, but entitle the holder to one vote per share on matters presented to stockholders of the Company. The Continuing LLC Owners consist of investment funds affiliated with TSG and certain employees and directors.
Pursuant to the LLC agreement that went into effect at the time of the Reclassification (“New LLC Agreement”), the Company was designated as the sole managing member of Pla-Fit Holdings. Accordingly, the Company has the right to determine when distributions will be made by Pla-Fit Holdings to its members and the amount of any such distributions (subject to the requirements with respect to the tax distributions described below). If the Company authorizes a distribution by Pla-Fit Holdings, the distribution will be made to the members of Pla-Fit Holdings, including the Company, pro rata in accordance with the percentages of their respective Holdings Units.
The holders of Holdings Units will incur U.S. federal, state and local income taxes on their allocable share of any taxable income of Pla-Fit Holdings (as calculated pursuant to the New LLC Agreement). Net profits and net losses of Pla-Fit Holdings will generally be allocated to its members pursuant to the New LLC Agreement pro rata in accordance with the percentages of their respective Holdings Units. The New LLC Agreement provides for cash distributions to the holders of Holdings Units for purposes of funding their tax obligations in respect of the income of Pla-Fit Holdings that is allocated to them, to the extent other distributions from Pla-Fit Holdings for the relevant year have been insufficient to cover such liability. Generally, these tax distributions are computed based on the estimated taxable income of Pla-Fit Holdings allocable to the holders of Holdings Units multiplied by an assumed, combined tax rate equal to the maximum rate applicable to an individual or corporation resident in Hampton, NH (taking into account the non-deductibility of certain expenses and the character of the Company’s income).
Exchange agreement
Following the Merger and the Reclassification, the Company and the Continuing LLC Owners entered into an exchange agreement under which 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. As a Continuing LLC Owner exchanges Holdings Units, along with a corresponding number of shares of Class B common stock, for shares of Class A common stock, the number of Holdings Units held by the Company will increase by a corresponding amount as it acquires the exchanged Holdings Units and cancels a corresponding number of shares of Class B common stock.
IPO transactions
In connection with the completion of the IPO on August 11, 2015, in order to facilitate the disposition of equity interests in Pla-Fit Holdings held by Continuing LLC Owners affiliated with TSG, the Company used the net proceeds received to purchase issued and outstanding Holdings Units from these Continuing LLC Owners that they received in the Reclassification. In connection with the IPO, the Company purchased 10,491,055 issued and outstanding Holdings Units from these Continuing LLC Owners for an aggregate of $156,946. This is in addition to the 26,106,930 Holdings Units that the Company acquired in the Reclassification on a one-for-one basis in relation to the number of shares of Class A common stock issued to the Direct TSG Investors in the Merger. Accordingly, following the IPO, the Company held 36,597,985 Holdings Units, which is equal to the number of shares of Class A common stock that were issued to the Direct TSG Investors and investors in the IPO. The Direct TSG Investors, who did not receive Holdings Units in the Reclassification but received shares of Class A common stock in the Merger, sold 5,033,945 shares of Class A common stock in the IPO as selling stockholders. All expenses of the IPO, other than underwriter discounts and commissions, were borne by Pla-Fit Holdings or reimbursed by Pla-Fit Holdings to the Company and amounted to $7,697 for the year ended December 31, 2015. These amounts were recorded in selling, general, and administrative expense in the accompanying statements of operations and could not be capitalized and offset against the proceeds from the offering because the Company did not retain any of the proceeds from the IPO.
June 2016 Secondary Offering
As described in Note 1, on June 28, 2016 the Company completed the June Secondary Offering of 11,500,000 shares of our Class A common stock at a price of $16.50 per share. All of the shares sold in the offering were offered by Direct TSG Investors and the participating Continuing LLC Owners. The Company did not receive any proceeds from the sale of shares of Class A common stock offered by the Direct TSG Investors and the participating Continuing LLC Owners. The shares sold in the offering consisted of (i) 3,608,840 existing shares of Class A common stock held by the Direct TSG Investors and (ii) 7,891,160 newly-issued shares of Class A common stock issued in connection with the exercise of the exchange right by the Continuing LLC Owners that participated in the June Secondary Offering. Simultaneously, and in connection with the exchange, 7,891,160 shares of Class B common stock were surrendered by the Continuing LLC Owners that participated in the June Secondary Offering and canceled. Additionally, in connection with the exchange, Planet Fitness, Inc. received 7,891,160 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings.
September 2016 Secondary Offering
As described in Note 1, on September 28, 2016, the Company completed the September Secondary Offering of 8,000,000 shares of our Class A common stock at a price of 19.62 per share. All of the shares sold in the offering were offered by the Direct TSG Investors and participating Continuing LLC Owners. The Company did not receive any proceeds from the sale of shares of Class A common stock offered by the Direct TSG Investors and the participating Continuing LLC Owners. The shares sold in the offering consisted of (i) 2,593,981 existing shares of Class A common stock held by the Direct TSG Investors and (ii) 5,406,019 newly-issued shares of Class A common stock issued in connection with the exercise of the exchange right by the Continuing LLC Owners that participated in the September Secondary Offering. Simultaneously, and in connection with the exchange, 5,406,019 shares of Class B common stock were surrendered by the Continuing LLC Owners that participated in the September Secondary Offering and canceled. Additionally, in connection with the exchange, Planet Fitness, Inc. received 5,406,019 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings.
November 2016 Secondary Offering
As described in Note 1, on November 22, 2016, the Company completed the November Secondary Offering of 15,000,000 shares of our Class A common stock at a price of $23.22 per share. All of the shares sold in the offering were offered by the Direct TSG Investors and participating Continuing LLC Owners. The Company did not receive any proceeds from the sale of shares of Class A common stock offered by the Direct TSG Investors and the participating Continuing LLC Owners. The shares sold in the offering consisted of (i) 4,863,715 existing shares of Class A common stock held by the Direct TSG Investors and (ii) 10,136,285 newly-issued shares of Class A common stock issued in connection with the exercise of the exchange right by the Continuing LLC Owners that participated in the November Secondary Offering. Simultaneously, and in connection with the exchange, 10,136,285 shares of Class B common stock were surrendered by the Continuing LLC Owners that participated in the November Secondary Offering and canceled. Additionally, in connection with the exchange, Planet Fitness, Inc. received 10,136,285 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings.
March 2017 Secondary Offering
As described in Note 1, on March 14, 2017, the Company completed the March Secondary Offering of 15,000,000 shares of its Class A common stock at a price of $20.44 per share. All of the shares sold in the March Secondary Offering were offered by certain existing holders of Holdings Units and the Direct TSG Investors. The Company did not receive any proceeds from the sale of shares of Class A common stock offered by the Direct TSG Investors and the participating holders of Holdings Units. The shares sold in the March Secondary Offering consisted of (i) 4,790,758 existing shares of Class A common stock held by the Direct TSG Investors and (ii) 10,209,242 newly-issued shares of Class A common stock issued in connection with the exercise of the exchange right by the holders of Holdings Units that participated in the March Secondary Offering. Simultaneously, and in connection with the exchange, 10,209,242 shares of Class B common stock were surrendered by the holders of Holdings Units that participated in the March Secondary Offering and canceled. Additionally, in connection with the exchange, Planet Fitness, Inc. received 10,209,242 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings.
May 2017 Secondary Offering
As described in Note 1, on May 10, 2017, the Company completed the May Secondary Offering of 16,085,510 shares of its Class A common stock at a price of $20.28 per share. All of the shares sold in the May Secondary Offering were offered by certain existing holders of Holdings Units and the Direct TSG Investors. The Company did not receive any proceeds from the sale of shares of Class A common stock offered by the Direct TSG Investors and the participating holders of Holdings Units. The shares sold in the May Secondary Offering consisted of (i) 5,215,691 existing shares of Class A common stock held by the Direct TSG Investors and (ii) 10,869,819 newly-issued shares of Class A common stock issued in connection with the exercise of the exchange right by the holders of Holdings Units that participated in the May Secondary Offering. Simultaneously, and in connection with the exchange, 10,869,819 shares of Class B common stock were surrendered by the holders of Holdings Units that participated in the May Secondary Offering and canceled. Additionally, in connection with the exchange, Planet Fitness, Inc. received 10,869,819 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings.
Other Exchanges
In addition to the secondary offerings mentioned above, during the year ended December 31, 2017 and 2016, respectively, certain Continuing LLC Owners have exercised their exchange right and exchanged 4,762,943 and 1,271,146 Holdings Units for 4,762,943 1,271,146 newly-issued shares of Class A common stock. Simultaneously, and in connection with these exchanges, 4,762,943 and 1,271,146 shares of Class B common stock were surrendered by the Continuing LLC Owners that exercised their exchange right and cancelled in the years ended December 31, 2017 and 2016, respectively. Additionally, in connection with these exchanges, Planet Fitness, Inc. received 4,762,943 and 1,271,146 Holdings Units, during the years ended December 31, 2017 and 2016, respectively, increasing its total ownership in Pla-Fit Holdings. Future exchanges of Holdings Units by the Continuing LLC Owners will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital on our consolidated balance sheets.
As a result of the recapitalization transactions, the IPO, completion of our secondary offerings, and other exchanges and equity activity, as of December 31, 2017:
• |
the investors in the IPO, the Company’s secondary offerings, other exchanges and equity activity collectively owned 87,188,160 shares of our Class A common stock, representing 88.6% of the voting power in the Company and, through the Company, 88.6% of the economic interest in Pla-Fit Holdings; |
• |
the Continuing LLC Owners collectively hold 11,192,740 Holdings Units, representing 11.4% of the economic interest in Pla-Fit Holdings and 11,192,740 shares of our Class B common stock, representing 11.4% of the voting power in the Company; and |
• |
the Direct TSG Investors own zero shares of our Class A common stock, representing 0% of the voting power in the Company and, through the Company, 0% of the economic interest in Pla-Fit Holdings. |
Dividends
The Company did not declare or pay any dividends during the year ended December 31, 2017. Dividends declared and paid to holders of the Company’s Class A common stock during the year ended December 31, 2016 were $169,282, or $2.78 per share of Class A common stock. The dividend was declared on November 10, 2016 and paid on December 5, 2016 to Class A common stock holders of record as of November 22, 2016. The Company also paid cash dividend equivalents of $101,729, or $2.78 per share, to holders of Holdings Units on December 5, 2016 and accrued $3,899 of dividend equivalents for future payment to holders of unvested share awards to be paid upon vesting of the related awards.
|
(12) Equity-based compensation
2013 Equity Incentive Plan
In 2013, the Company’s Board of Directors adopted the 2013 Equity Incentive Plan (the “2013 Plan”). Under the 2013 Plan, the Company granted awards in the form of Class M Units to certain employees and directors of the Company and its subsidiaries. The Class M Units received distributions (other than tax distributions) only upon a liquidity event, as defined, that exceeded a threshold equivalent to the fair value of the Company, as determined by the Company’s Board of Directors, at the grant date. Eighty percent of the awards vest over five years of continuous employment or service while the other twenty percent only vest in the event of an initial public offering of the Company’s common stock or that of its parent or one of its subsidiaries, subject to the holder of the Class M Units remaining employed or providing services on the date of such initial public offering. All awards include a repurchase option at the election of the Company for the vested portion upon termination of employment or service, and have a ten year contractual term. These awards are accounted for as equity at their fair value as of the grant date. In connection with the IPO and related recapitalization transactions as described in Note 1, all of the outstanding Class M Units were converted into Holdings Units and Class B common shares of Planet Fitness, Inc. in accordance with the terms of the awards. The Company’s IPO constituted a qualifying event under the terms of the awards and as a result 4,238,338 Holdings Units and corresponding Class B Common shares were issued to the existing Class M Unit holders with a weighted-average grant date fair value of $1.52 per share. The Company recorded $152 and $784 of compensation expense in the years ended December 31, 2017 and 2016, respectively, related to these awards.
The fair value of each award was estimated on the date of grant using a Monte Carlo simulation model.
During the year ended December 31, 2016, the Company modified the vesting terms of 22,527 outstanding Holdings Units such that those units were fully vested immediately. In connection with the modification, the Company recorded $337 of compensation expense in the year ended December 31, 2016. During the year ended December 31, 2015, the Company modified the vesting terms of 10.737 outstanding Class M Units such that those units were fully vested and eligible to receive distributions following a liquidity event.
A summary of unvested Holdings Unit activity is presented below:
|
|
Holdings Units |
|
|
Weighted average grant date fair value |
|
|
Weighted average remaining contractual term (years) |
|
|
Aggregate intrinsic value |
|
||||
Unvested outstanding at January 1, 2017 |
|
|
1,025,016 |
|
|
$ |
1.52 |
|
|
|
|
|
|
|
|
|
Units granted |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Units forfeited |
|
|
(150,181 |
) |
|
$ |
1.52 |
|
|
|
|
|
|
|
|
|
Units vested |
|
|
(604,614 |
) |
|
$ |
1.52 |
|
|
|
|
|
|
|
|
|
Unvested outstanding at December 31, 2017 |
|
|
270,221 |
|
|
$ |
1.52 |
|
|
|
0.7 |
|
|
$ |
9,358 |
|
The amount of total unrecognized compensation cost related to all awards under this plan was $53 as of December 31, 2017, which is expected to be recognized over a weighted-average period of 0.7 years.
2015 Omnibus Incentive Plan
Stock Options
In August 2015, the Company adopted the 2015 Omnibus Incentive Plan (the "2015 Plan") under which the Company may grant options and other equity-based awards to purchase up to 7,896,800 shares to employees, directors and officers. All stock options awarded vest annually, on a tranche by tranche basis, over a period of four years with a maximum contractual term of 10 years.
The fair value of stock option awards granted were determined on the grant date using the Black-Scholes valuation model based on the following assumptions:
|
|
Year ended December 31, |
|
|||||
|
|
2017 |
|
|
2016 |
|
||
Expected term (years) (1) |
|
|
6.25 |
|
|
|
6.25 |
|
Expected volatility (2) |
|
28.6% - 32.9% |
|
|
33.2% - 34.4% |
|
||
Risk-free interest rate (3) |
|
1.86% - 2.10% |
|
|
1.31% - 1.76% |
|
||
Dividend yield (4) |
|
|
— |
|
|
|
— |
|
(1) |
Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. |
(2) |
Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. |
(3) |
The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. |
(4) |
Based on an assumed a dividend yield of zero at the time of grant. |
A summary of stock option activity for the year ended December 31, 2017:
|
|
Stock Options |
|
|
Weighted average exercise price |
|
|
Weighted average remaining contractual term (years) |
|
|
Aggregate intrinsic value |
|
||||
Outstanding at January 1, 2017 |
|
|
404,470 |
|
|
$ |
17.49 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
617,904 |
|
|
$ |
20.97 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(27,191 |
) |
|
$ |
17.63 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(76,977 |
) |
|
$ |
20.32 |
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017 |
|
|
918,206 |
|
|
$ |
19.59 |
|
|
|
8.7 |
|
|
$ |
13,811 |
|
Vested or expected to vest at December 31, 2017 |
|
|
918,206 |
|
|
$ |
19.59 |
|
|
|
8.7 |
|
|
$ |
13,811 |
|
Exercisable at December 31, 2017 |
|
|
90,046 |
|
|
$ |
17.23 |
|
|
|
8.2 |
|
|
$ |
1,567 |
|
The weighted-average grant date fair value of stock options granted during the year ended December 31, 2017 was $7.73. During the years ended December 31, 2017 and 2016, $2,195 and $846, respectively, was recorded to selling, general and administrative expense related to these stock options. As of December 31, 2017, total unrecognized compensation expense related to unvested stock options, was $3,666, which is expected to be recognized over a weighted-average period of 1.9 years.
Restricted stock units
During the year ended December 31, 2017, the Company granted 13,498 restricted Class A stock units (“RSUs”) to members of its Board of Directors under the 2015 Plan. The RSUs granted vest on the first anniversary of the grant date, provided that the recipient continues to serve on the Board of Directors through the vesting dates. RSU awards are valued using the intrinsic value method.
|
|
Stock Options |
|
|
Weighted average fair value |
|
|
Weighted average remaining contractual term (years) |
|
|
Aggregate intrinsic value |
|
||||
Unvested outstanding at January 1, 2017 |
|
|
7,887 |
|
|
$ |
19.02 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
13,498 |
|
|
$ |
24.25 |
|
|
|
|
|
|
|
|
|
Vested |
|
|
(5,167 |
) |
|
$ |
19.35 |
|
|
|
|
|
|
|
|
|
Unvested outstanding at December 31, 2017 |
|
|
16,218 |
|
|
$ |
23.26 |
|
|
|
0.6 |
|
|
$ |
462 |
|
The weighted-average grant date fair value of RSUs granted during the year ended December 31, 2017 was $24.25. During the years ended December 31, 2017 and 2016, $184 and $98, respectively, was recorded to selling, general and administrative expense related to these RSUs. As of December 31, 2017, total unrecognized compensation expense related to unvested RSUs was $219, which is expected to be recognized over a weighted-average period of 0.6 years.
|
(14) Income taxes
Income before the provision for income taxes as shown in the accompanying consolidated statements of operations is as follows:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Domestic |
|
$ |
426,873 |
|
|
$ |
88,016 |
|
|
$ |
48,716 |
|
Foreign |
|
|
2,308 |
|
|
|
1,892 |
|
|
|
(1,438 |
) |
Total income before the provision for income taxes |
|
|
429,181 |
|
|
|
89,908 |
|
|
|
47,278 |
|
The provision (benefit) for income taxes consists of the following:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
(2,600 |
) |
|
$ |
1,206 |
|
|
$ |
686 |
|
State |
|
|
2,941 |
|
|
|
1,428 |
|
|
|
2,188 |
|
Foreign |
|
|
817 |
|
|
|
421 |
|
|
|
139 |
|
Total current tax expense |
|
|
1,158 |
|
|
|
3,055 |
|
|
|
3,013 |
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
365,470 |
|
|
|
11,633 |
|
|
|
5,636 |
|
State |
|
|
6,857 |
|
|
|
3,755 |
|
|
|
935 |
|
Foreign |
|
|
95 |
|
|
|
218 |
|
|
|
(436 |
) |
Total deferred tax expense |
|
|
372,422 |
|
|
|
15,606 |
|
|
|
6,135 |
|
Provision for income taxes |
|
$ |
373,580 |
|
|
$ |
18,661 |
|
|
$ |
9,148 |
|
As a result of the recapitalization transactions, the Company became the sole managing member of Pla-Fit Holdings, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. 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 following the recapitalization transactions, 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 following the recapitalization transactions. The Company is also subject to taxes in foreign jurisdictions.
On December 22, 2017, the 2017 Tax Act was enacted, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% beginning on January 1, 2018, the transition of U.S international taxation from a worldwide tax system to a modified territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. We have calculated our best estimate of the impact of the 2017 Tax Act in our year end income tax provision in accordance with our understanding of the law and available guidance and as a result have recorded $334,619 as additional income tax expense in the fourth quarter of 2017, the period in which the legislation was enacted, of which $334,022 related to the remeasurement of certain deferred tax assets and liabilities, and $597 related to mandatory repatriation. The 2017 Tax Act also caused a remeasurement of our tax benefit arrangements, as discussed in more detail below.
On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. The Company has analyzed the 2017 Tax Act and made reasonable estimates of the effects on our consolidated financial statements and tax disclosures, including changes to our existing deferred tax balances, the mandatory repatriation tax and remeasurement of our tax benefit arrangements. The Company will continue to analyze the effects of the 2017 Tax Act on its consolidated financial statements. Any additional impacts from the enactment of the Tax Act will be recorded as they are identified during the measurement period and we may record additional provisional amounts or adjustments to provisional amounts during 2018.
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
U.S. statutory tax rate |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
State and local taxes, net of federal benefit |
|
|
1.0 |
% |
|
|
4.9 |
% |
|
|
6.2 |
% |
State rate change impact on deferred taxes |
|
|
0.8 |
% |
|
|
(1.4 |
)% |
|
|
6.9 |
% |
Federal rate change impact on deferred taxes |
|
|
77.8 |
% |
|
|
— |
% |
|
|
— |
% |
Tax benefit arrangement liability adjustment |
|
|
(25.8 |
)% |
|
|
— |
% |
|
|
(2.1 |
)% |
Foreign tax rate differential |
|
|
— |
% |
|
|
(0.3 |
)% |
|
|
0.3 |
% |
Withholding taxes and other |
|
|
0.1 |
% |
|
|
— |
% |
|
|
0.2 |
% |
Reserve for uncertain tax position |
|
|
0.1 |
% |
|
|
3.1 |
% |
|
|
— |
% |
Income attributable to non-controlling interests |
|
|
(1.9 |
)% |
|
|
(20.5 |
)% |
|
|
(27.1 |
)% |
Effective tax rate |
|
|
87.1 |
% |
|
|
20.8 |
% |
|
|
19.4 |
% |
The Company incurs U.S. federal and state income taxes on its pro rata share of income flowed through from Pla-Fit Holdings. Our current tax rate on such income was approximately 39.5%, 39.5%, and 39.4% for the years ended December 31, 2017, 2016 and 2015, respectively. The provision for income taxes also reflects a state tax rate of 2.1%, 2.0% and 2.5% for the years ended December 31, 2017, 2016 and 2015, respectively, applied to non-controlling interests, representing the remaining percentage of income before taxes, excluding income from variable interest entities, related to Pla-Fit Holdings. As of December 31, 2017, the Company recorded U.S. tax on mandatory repatriation of the undistributed earnings of foreign operations as well as foreign withholding tax. Undistributed earnings of foreign operations were not material for the year ended December 31, 2016.
Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the accompanying consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years. Details of the Company’s deferred tax assets and liabilities are summarized as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2017 |
|
|
2016 |
|
||
Deferred tax assets: |
|
|
|
|
|
|
|
|
Accrued expense and reserves |
|
$ |
1,422 |
|
|
$ |
865 |
|
Deferred revenue |
|
|
1,900 |
|
|
|
2,029 |
|
Goodwill and intangible assets |
|
|
404,547 |
|
|
|
406,447 |
|
Net operating loss |
|
|
603 |
|
|
|
22 |
|
Other |
|
|
3,619 |
|
|
|
4,218 |
|
Deferred tax assets |
|
$ |
412,091 |
|
|
$ |
413,581 |
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
(773 |
) |
|
|
(781 |
) |
Property and equipment |
|
|
(5,165 |
) |
|
|
(3,631 |
) |
Total deferred tax liabilities |
|
$ |
(5,938 |
) |
|
$ |
(4,412 |
) |
Total deferred tax assets and liabilities |
|
$ |
406,153 |
|
|
$ |
409,169 |
|
|
|
|
|
|
|
|
|
|
Reported as: |
|
|
|
|
|
|
|
|
Deferred income taxes - non-current assets |
|
$ |
407,782 |
|
|
$ |
410,407 |
|
Deferred income taxes - non-current liabilities |
|
|
(1,629 |
) |
|
|
(1,238 |
) |
Total deferred tax assets and liabilities |
|
$ |
406,153 |
|
|
$ |
409,169 |
|
The Company has net operating loss carryforwards related to its U.S. operations of approximately $2,725, which begin to expire in 2037. The Company believes as of December 31, 2017 it is more likely than not that the results of future operations will generate sufficient taxable income to realize all deferred tax assets, and as such no value allowance has been recorded.
A summary of the changes in the Company’s unrecognized tax positions is as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2017 |
|
|
2016 |
|
||
Balance at beginning of year |
|
$ |
2,608 |
|
|
$ |
300 |
|
Increases related to prior year tax positions |
|
|
— |
|
|
|
2,308 |
|
Balance at end of year |
|
$ |
2,608 |
|
|
$ |
2,608 |
|
During the year ended December 31, 2017, the Company recognized $152 within current tax expense related to the interest on a reserve for an uncertain tax position. The uncertain tax position relates to a potential liability associated with a 2012 state filing position currently under audit by the taxing authorities. While the Company believes it is more likely than not that its position will be sustained, the amount recorded after assessing the likelihood of various potential outcomes is based upon the facts and circumstances known as of December 31, 2017. In connection with the 2012 Acquisition of Pla-Fit Holdings on November 8, 2012 by TSG, the sellers are obligated to indemnify the Company for certain pre-acquisition tax liabilities. The Company has therefore recorded an asset and corresponding other income of $152 in connection with the indemnification in the year ended December 31, 2017.
The Company recognizes interest and penalties, if applicable, related to uncertain tax positions as a component of income tax expense. Interest and penalties recorded for the years ended December 31, 2017 and 2016 were $152 and $465, respectively. Interest and penalties for the year ended December 31, 2015 were not material.
As of December 31, 2017 and 2016, the total liability related to uncertain tax positions was $2,608, excluding interest. The amount of unrecognized tax benefits as of December 31, 2017 that, if recognized, would reduce income tax expense is $2,608. As of December 31, 2017, the Company anticipates that the liability for unrecognized tax benefits could decrease by up to $2,608 within the next twelve months due to the expiration of certain statutes of limitation or the settlement of examinations or issues with tax authorities.
The Company and its subsidiaries file U.S. federal income tax returns, as well as tax returns in various state and foreign jurisdictions. Generally, the tax years 2014 through 2017 remain open to examination by the tax authorities in these jurisdictions. The Company is currently under audit in its primary state jurisdiction, New Hampshire, for 2012 and 2013.
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 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 sales 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 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. Also, pursuant to the exchange agreement (see Note 11), to the extent an exchange results in Pla-Fit Holdings, LLC incurring a current tax liability relating to the New Hampshire business profits tax, the TRA Holders have agreed that they will contribute to Pla-Fit Holdings, LLC an amount sufficient to pay such liability (up to 3.5% of the value receive upon exchange). If and when the Company subsequently realizes a related tax benefit, Pla-Fit Holdings, LLC will distribute the amount of any such tax benefit to the relevant TRA LLC Owner in respect of its contribution. Due to changes in New Hampshire tax law during 2016, the Company no longer expects to incur any such liability under the New Hampshire business profits tax. The Company recorded other income of $317,353, other expense of $72 and other income of $2,549 in the years ended December 31, 2017, 2016 and 2015, respectively, reflecting a change in the tax benefit obligation attributable to a change in the expected tax benefits. Included in this amount in 2017, was a gain of $316,813 related to the remeasurement of our tax benefit arrangements in connection with changes in the tax rate due to the 2017 Tax Act. This remeasurement gain, which is not subject to federal or state income tax, favorably impacted our effective federal and state income tax rates in 2017.
In connection with the exchanges that occurred in the secondary offerings and other exchanges during 2017 and 2016, 25,842,004 and 24,704,610 Holdings Units, respectively, were redeemed by the Continuing LLC Owners 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 that occurred in conjunction with the exchanges, we recorded a decrease to our net deferred tax assets of $24,371 and $25,046, during the years ended December 31, 2017 and 2016, respectively. As a result of these exchanges, during the years ended December 31, 2017 and 2016 we also recognized deferred tax assets in the amount of $394,108 and $332,471, respectively, and corresponding tax benefit arrangement liabilities of $341,089 and $285,730, respectively, representing 85% of the tax benefits due to the TRA Holders. The offset to the entries recorded in connection with exchanges in each year was to stockholders’ equity.
The tax benefit obligation was $431,360 and $419,071 as of December 31, 2017 and 2016, respectively.
Projected future payments under the tax benefit arrangements are as follows:
|
|
Amount |
|
|
2018 |
|
$ |
31,062 |
|
2019 |
|
|
23,298 |
|
2020 |
|
|
23,596 |
|
2021 |
|
|
24,010 |
|
2022 |
|
|
24,482 |
|
Thereafter |
|
|
304,912 |
|
Total |
|
$ |
431,360 |
|
|
(15) Commitments and contingencies
(a) Operating lease commitments
The Company rents equipment, office, and warehouse space at various locations in the United States and Canada under noncancelable operating leases. Rental expense was $20,296, $19,203, and $18,186 for the years ended December 31, 2017, 2016 and 2015, respectively. Approximate annual future commitments under noncancelable operating leases as of December 31, 2017 are as follows:
|
|
Amount |
|
|
2018 |
|
$ |
14,563 |
|
2019 |
|
|
13,439 |
|
2020 |
|
|
12,495 |
|
2021 |
|
|
10,747 |
|
2022 |
|
|
9,993 |
|
Thereafter |
|
|
48,712 |
|
Total |
|
$ |
109,949 |
|
(b) Legal matters
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. The Company is not currently aware of any 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.
(c) Purchase commitments
As of December 31, 2017, the Company had advertising purchase commitments of approximately $30,400, including commitments made by the NAF. In addition, the Company had open purchase orders of approximately $10,823 primarily related to equipment to be sold to franchisees.
(d) Guarantees
The Company has guaranteed certain leases and debt agreements of entities that were previously related through common ownership. These guarantees relate to leases for operating space, equipment, and other operating costs of franchises operated by the related entities. The Company’s maximum obligation, as a result of its guarantees of leases and debt, is approximately $979 and $1,350 as of December 31, 2017 and 2016, respectively, and would only require payment upon default by the primary obligor. The Company has determined the fair value of these guarantees at inception is not material, and as of December 31, 2017 and 2016, no accrual has been recorded for the Company’s potential obligation under its guaranty arrangement.
|
(16) Retirement Plan
The Company maintains a 401(k) deferred tax savings plan (the Plan) for eligible employees. The Plan provides for the Company to make an employer matching contribution currently equal to 100% of employee deferrals up to a maximum of 4% of each eligible participating employees’ wages. Total employer matching contributions expensed in the consolidated statements of operations were approximately $623, $484, and $384 for the years ended December 31, 2017, 2016 and 2015, respectively.
|
(17) 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 and Panama. 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 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 years ended December 31, 2017, 2016 and 2015. The “Corporate and other” column, 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.
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Franchise segment revenue - U.S. |
|
$ |
147,787 |
|
|
$ |
114,717 |
|
|
$ |
87,299 |
|
Franchise segment revenue - International |
|
|
2,368 |
|
|
|
1,771 |
|
|
|
786 |
|
Franchise segment total |
|
|
150,155 |
|
|
|
116,488 |
|
|
|
88,085 |
|
Corporate-owned stores segment - U.S. |
|
|
107,712 |
|
|
|
100,541 |
|
|
|
95,459 |
|
Corporate-owned stores segment - International |
|
|
4,402 |
|
|
|
4,180 |
|
|
|
2,931 |
|
Corporate-owned stores segment total |
|
|
112,114 |
|
|
|
104,721 |
|
|
|
98,390 |
|
Equipment segment - U.S. |
|
|
167,673 |
|
|
|
157,032 |
|
|
|
144,062 |
|
Equipment segment total |
|
|
167,673 |
|
|
|
157,032 |
|
|
|
144,062 |
|
Total revenue |
|
$ |
429,942 |
|
|
$ |
378,241 |
|
|
$ |
330,537 |
|
Franchise segment revenue includes franchise revenue and commission income.
Franchise revenue includes revenue generated from placement services of $11,371, $10,513, and $9,806 for the years ended December 31, 2017, 2016 and 2015, respectively.
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Segment EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
Franchise |
|
$ |
126,459 |
|
|
$ |
97,256 |
|
|
$ |
66,030 |
|
Corporate-owned stores |
|
|
46,855 |
|
|
|
40,847 |
|
|
|
36,070 |
|
Equipment |
|
|
38,539 |
|
|
|
36,439 |
|
|
|
31,936 |
|
Corporate and other |
|
|
284,372 |
|
|
|
(26,007 |
) |
|
|
(30,051 |
) |
Total Segment EBITDA |
|
$ |
496,225 |
|
|
$ |
148,535 |
|
|
$ |
103,985 |
|
The following table reconciles total Segment EBITDA to income before taxes:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Total Segment EBITDA |
|
$ |
496,225 |
|
|
$ |
148,535 |
|
|
$ |
103,985 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
31,761 |
|
|
|
31,502 |
|
|
|
32,158 |
|
Other expense |
|
|
316,928 |
|
|
|
1,371 |
|
|
|
(275 |
) |
Income from operations |
|
|
147,536 |
|
|
|
115,662 |
|
|
|
72,102 |
|
Interest expense, net |
|
|
(35,283 |
) |
|
|
(27,125 |
) |
|
|
(24,549 |
) |
Other income (expense) |
|
|
316,928 |
|
|
|
1,371 |
|
|
|
(275 |
) |
Income before income taxes |
|
$ |
429,181 |
|
|
$ |
89,908 |
|
|
$ |
47,278 |
|
The following table summarizes the Company’s assets by reportable segment:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||
Franchise |
|
$ |
243,348 |
|
|
$ |
202,580 |
|
Corporate-owned stores |
|
|
167,367 |
|
|
|
153,761 |
|
Equipment |
|
|
206,632 |
|
|
|
208,809 |
|
Unallocated |
|
|
475,118 |
|
|
|
436,292 |
|
Total consolidated assets |
|
$ |
1,092,465 |
|
|
$ |
1,001,442 |
|
The table above includes $2,558 and $2,795 of long-lived assets located in the Company’s international corporate-owned stores as of December 31, 2017 and 2016, respectively.
The following table summarizes the Company’s goodwill by reportable segment:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||
Franchise |
|
$ |
16,938 |
|
|
$ |
16,938 |
|
Corporate-owned stores |
|
|
67,377 |
|
|
|
67,377 |
|
Equipment |
|
|
92,666 |
|
|
|
92,666 |
|
Total consolidated goodwill |
|
$ |
176,981 |
|
|
$ |
176,981 |
|
|
(18) Corporate-owned and franchisee-owned stores
The following table shows changes in our corporate-owned and franchisee-owned stores for the years ended December 31, 2017, 2016 and 2015:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Franchisee-owned stores: |
|
|
|
|
|
|
|
|
|
|
|
|
Stores operated at beginning of period |
|
|
1,255 |
|
|
|
1,066 |
|
|
|
863 |
|
New stores opened |
|
|
206 |
|
|
|
195 |
|
|
|
206 |
|
Stores debranded, sold or consolidated(1) |
|
|
(5 |
) |
|
|
(6 |
) |
|
|
(3 |
) |
Stores operated at end of period |
|
|
1,456 |
|
|
|
1,255 |
|
|
|
1,066 |
|
Corporate-owned stores: |
|
|
|
|
|
|
|
|
|
|
|
|
Stores operated at beginning of period |
|
|
58 |
|
|
|
58 |
|
|
|
55 |
|
New stores opened |
|
|
4 |
|
|
|
— |
|
|
|
3 |
|
Stores acquired from franchisees |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stores operated at end of period |
|
|
62 |
|
|
|
58 |
|
|
|
58 |
|
Total stores: |
|
|
|
|
|
|
|
|
|
|
|
|
Stores operated at beginning of period |
|
|
1,313 |
|
|
|
1,124 |
|
|
|
918 |
|
New stores opened |
|
|
210 |
|
|
|
195 |
|
|
|
209 |
|
Stores debranded, sold or consolidated(1) |
|
|
(5 |
) |
|
|
(6 |
) |
|
|
(3 |
) |
Stores operated at end of period |
|
|
1,518 |
|
|
|
1,313 |
|
|
|
1,124 |
|
(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. We retain 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. |
|
(19) Quarterly financial data (unaudited)
|
|
For the quarter ended |
|
|||||||||||||
|
|
March 31, 2017 |
|
|
June 30, 2017 |
|
|
September 30, 2017 |
|
|
December 31, 2017 |
|
||||
Total revenue |
|
$ |
91,102 |
|
|
$ |
107,316 |
|
|
$ |
97,496 |
|
|
$ |
134,028 |
|
Income from operations |
|
|
33,055 |
|
|
|
38,250 |
|
|
|
33,954 |
|
|
|
42,277 |
|
Net income |
|
|
17,866 |
|
|
|
18,004 |
|
|
|
18,902 |
|
|
|
829 |
|
Net income (loss) attributable to Planet Fitness, Inc. |
|
|
8,842 |
|
|
|
12,412 |
|
|
|
15,345 |
|
|
|
(3,453 |
) |
Earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A - Basic |
|
$ |
0.14 |
|
|
$ |
0.16 |
|
|
$ |
0.18 |
|
|
$ |
(0.04 |
) |
Class A - Diluted |
|
$ |
0.14 |
|
|
$ |
0.16 |
|
|
$ |
0.18 |
|
|
$ |
(0.04 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the quarter ended |
|
|||||||||||||
|
|
March 31, 2016 |
|
|
June 30, 2016 |
|
|
September 30, 2016 |
|
|
December 31, 2016 |
|
||||
Total revenue |
|
$ |
83,343 |
|
|
$ |
91,472 |
|
|
$ |
87,007 |
|
|
$ |
116,419 |
|
Income from operations |
|
|
25,610 |
|
|
|
27,831 |
|
|
|
26,153 |
|
|
|
36,068 |
|
Net income |
|
|
16,345 |
|
|
|
18,091 |
|
|
|
14,863 |
|
|
|
21,948 |
|
Net income attributable to Planet Fitness, Inc. |
|
|
3,368 |
|
|
|
4,132 |
|
|
|
3,425 |
|
|
|
10,575 |
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A - Basic |
|
$ |
0.09 |
|
|
$ |
0.11 |
|
|
$ |
0.08 |
|
|
$ |
0.19 |
|
Class A - Diluted |
|
$ |
0.09 |
|
|
$ |
0.11 |
|
|
$ |
0.08 |
|
|
$ |
0.18 |
|
|
(20) Subsequent events
On January 1, 2018, the Company completed an asset purchase acquisition of a franchise group representing six franchise stores operating in Suffolk County, New York for approximately $28,600.
On February 22, 2018, the Company’s board of directors approved an increase of $80,000 to our current $20,000 share repurchase program, bringing the total authorized amount available for repurchase to $100,000. The timing of the purchases and the amount of stock repurchased is 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. The Company’s ability to repurchase shares at any particular time is also subject to continued compliance with the terms of our credit agreement. 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 is not obligated under the program to acquire any particular amount of stock and can suspend or terminate the program at any time.
|
|
• |
Schedule II – Valuation and Qualifying Accounts |
(in thousands) |
Balance at Beginning of Period |
|
|
Provision for (recovery of) doubtful accounts, net |
|
|
Write-offs and other |
|
|
Balance at End of Period |
|
||||
Allowance for doubtful accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017 |
$ |
687 |
|
|
$ |
(19 |
) |
|
$ |
(636 |
) |
|
$ |
32 |
|
December 31, 2016 |
|
629 |
|
|
|
58 |
|
|
|
- |
|
|
|
687 |
|
December 31, 2015 |
|
399 |
|
|
|
650 |
|
|
|
(420 |
) |
|
|
629 |
|
|
(a) Basis of presentation and consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). All significant intercompany balances and transactions have been eliminated in consolidation.
As discussed in Note 1, as a result of the recapitalization transactions, Planet Fitness, Inc. consolidates Pla-Fit Holdings and Pla-Fit Holdings is considered to be the predecessor to Planet Fitness, Inc. for accounting and reporting purposes. 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”) and PF Melville LLC (“PF Melville”) based on the determination that the Company is the primary beneficiary with respect to these VIEs. These entities 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.
(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 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, and the liability for the Company’s tax benefit arrangements.
(c) Concentrations
Cash and cash equivalents are financial instruments, which potentially subject the Company to a concentration of credit risk. The Company invests its excess cash in several major financial institutions, which are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company maintains balances in excess of these limits, but does not believe that such deposits with its banks are subject to any unusual risk.
The credit risk associated with trade receivables is mitigated due to the large number of customers, generally our franchisees, and their broad dispersion over many different geographic areas. We do not have any concentrations with respect to our revenues.
The Company purchases equipment, both for corporate-owned stores and for sales to franchisee-owned stores from various equipment vendors. For the year ended December 31, 2017 purchases from one equipment vendor comprised 91% of total equipment purchases. For the year ended December 31, 2016 purchases from two equipment vendors comprised 83% and 13%, respectively, of total equipment purchases and for the year ended December 31, 2015 purchases from two equipment vendors comprised 79% and 18%, respectively, of total equipment purchases.
The Company, including Planet Fitness NAF, LLC (“NAF”) uses one primary vendor for advertising services. For the year ended December 31, 2017, purchases from this vendor comprised 63% of total equipment purchases. For the year ended December 31, 2016 purchases from two vendors comprised 25% and 16%, respectively, of total advertising purchases and for the year ended December 31, 2015 purchases from one vendor comprised 49% of total advertising purchases (see Note 4 for further discussion of NAF).
(d) Cash and cash equivalents
The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash held within the NAF is recorded as a restricted asset (see Note 4).
(e) Revenue recognition
Franchise revenue
The following revenues are generated as a result of transactions with or related to the Company’s franchisees.
Area development fees
Franchisees contractually enter into area development agreements (ADAs) to secure the exclusive right to open franchise stores within a defined geographical area. ADAs establish the timing and number of stores to be developed within the defined geographical area. Pursuant to an ADA, a franchisee is generally required to pay an initial nonrefundable development fee for a minimum number of stores to be developed, as outlined in the respective ADA. ADA fees collected in advance are deferred until the Company provides substantially all required obligations pursuant to the ADA. As the efforts and total cost relating to initial services are affected significantly by the number of stores opened in an area, the respective ADA is treated as a divisible contract. As each new site is accepted under an ADA, a franchisee signs a franchise operating agreement for the respective franchise location. As each store opened under an ADA typically has performance obligations associated with it, the Company recognizes ADA revenue as each individual franchise location is developed in proportion to the total number of stores to be developed under the ADA. These obligations are typically completed once the store is opened or the franchisee executes the individual property lease. As of December 31, 2017 and 2016, the deferred revenue for ADAs was $10,121 and $10,026, respectively. ADAs generally have an initial term equal to the number of years over which the franchisee is required to open franchise stores, which is typically 5 to 10 years. There is no right of refund for an executed ADA. Upon default, as defined in the agreement, the Company may reacquire the rights pursuant to an ADA, and all remaining deferred revenue is recognized at that time.
Franchise fees and performance fees
The Company generally charges an initial upfront nonrefundable franchise fee. Nonrefundable franchise fees are typically deferred until the franchisee executes a lease and receives initial training for the location, which is the point at which the Company has determined it has provided all of its material obligations required to recognize revenue. As of December 31, 2017 and 2016, the Company has recorded deferred franchise fees of $510 and $260, respectively, relating to stores to be opened in future years. These amounts are included in deferred revenue as of December 31, 2017 and 2016.
The individual franchise agreements typically have a 10-year initial term, but provide the franchisee with an opportunity to enter into successive renewals subject to certain conditions.
Transfer fees
The Company’s current franchise agreement provides that upon the transfer of a Planet Fitness store to a different franchisee, the Company is entitled to a transfer fee in the amount of the greater of $25, or $10 per store being transferred, if more than one, in addition to reimbursement of out-of-pocket expenses, including external legal and administrative costs incurred in connection with the transfer. Transfer-related fees and expenses are due, payable, and recognized at the time the transfer is effectuated.
Royalties
Royalties, which represent recurring fees paid by franchisees based on the franchisee-owned stores’ monthly and annual membership billings, are recognized on a monthly basis over the term of the franchise agreement. As specified under certain franchise agreements, the Company recognizes additional royalty fees as the franchisee-owned stores attain contractual monthly membership billing threshold amounts. Beginning in 2010, for all new franchise agreements entered into pursuant to a newly executed ADA or outside an ADA, the Company began charging a fixed royalty percentage based upon gross membership billings.
Other fees
Online member join fees are paid to the Company by franchisees for processing new membership transactions when a new member signs up for a membership to a franchisee-owned store through the Company’s website.
Billing transaction fees are paid to the Company for the processing of franchisee membership dues and annual fees through the Company’s third-party hosted point-of-sale system.
Placement
The Company is generally responsible for assembly and placement of equipment it sells to U.S. based franchisee-owned stores. Placement revenue is recognized upon completion and acceptance of the services at the franchise location.
Commission income
The Company recognizes commission income from its franchisees’ use of certain preferred vendor arrangements. Commissions are recognized when amounts have been earned and collectability from the vendor is reasonably assured.
Corporate-owned stores revenue
The following revenues are generated from stores owned and operated by the Company.
Membership dues revenue
Customers are offered multiple membership choices varying in length. Membership dues are earned and recognized over the membership term on a straight-line basis.
Enrollment fee revenue
Enrollment fees are charged to new members at the commencement of their membership. The Company recognizes enrollment fees ratably over the estimated duration of the membership life, which is generally two years.
Annual membership fee revenue
Annual membership fees are annual fees charged to members in addition to and in order to maintain low monthly membership dues. The Company recognizes annual membership fees ratably over the 12-month membership period.
Retail sales
The Company sells Planet Fitness branded apparel, food, beverages, and other accessories. The revenue for these items is recognized at the point of sale.
Equipment revenue
The Company sells and delivers equipment purchased from third-party equipment manufacturers to U.S. based franchisee-owned stores. Equipment revenue is recognized upon the equipment being delivered to and assembled at each store and accepted by the franchisee. Franchisees are charged for all freight costs incurred for the delivery of equipment. Freight revenue is recorded within equipment revenue and freight costs are recorded within cost of revenue. The Company recognizes revenue on a gross basis in these transactions as management has determined the Company to be the principal in these transactions. Management determined the Company to be the principal because the Company is the primary obligor in these transactions, the Company has latitude in establishing prices for the equipment sales to franchisees, the Company has supplier selection discretion and is involved in determination of product specifications, and the Company bears all credit risk associated with obligations to the equipment manufacturers.
Equipment deposits are recognized as a liability on the accompanying consolidated balance sheets until delivery, assembly (if required), and acceptance by the franchisee. As of December 31, 2017 and 2016, equipment deposits were $6,498 and $2,170, respectively.
Sales tax
All revenue amounts are recorded net of applicable sales tax.
(f) Deferred revenue
Deferred revenue represents cash received from franchisees for ADAs and franchise fees for which revenue recognition criteria has not yet been met and cash received from members for enrollment fees, membership dues and annual fees for the portion not yet earned based on the membership period.
(g) Cost of revenue
Cost of revenue consists of direct costs associated with equipment sales (including freight costs), the cost of retail merchandise sold in corporate-owned stores, and prior to 2016 also included direct costs related to the maintenance and support of the Company’s proprietary system-wide point-of-sale system. Costs related to the point-of-sale system were $0, $0, and $1,236 for the years ended December 31, 2017, 2016 and 2015 respectively. Costs related to retail merchandise sales were immaterial in all periods presented. Rebates from equipment vendors where the Company has recognized the related equipment revenue and costs are recorded as a reduction to the cost of revenue.
(h) Store operations
Store operations consists of the direct costs related to operating corporate-owned stores, including our store management and staff, rent expense, utilities, supplies, maintenance, and local advertising.
(i) Selling, general and administrative
Selling, general and administrative expenses consist of costs associated with administrative and franchisee support functions related to our existing business as well as growth and development activities. These costs primarily consist of payroll, IT related, marketing, legal and accounting expenses. These expenses include costs related to placement services of $4,601, $3,974, and $3,452, for the years ended December 31, 2017, 2016 and 2015, respectively.
(j) Accounts receivable
Accounts receivable is primarily comprised of amounts owed to the Company resulting from equipment, placement, and commission revenue. The Company evaluates its accounts receivable on an ongoing basis and may establish an allowance for doubtful accounts based on collections and current credit conditions. Accounts are written off as uncollectible when it is determined that further collection efforts will be unsuccessful. Historically, the Company has not had a significant amount of write-offs.
(k) Leases and asset retirement obligations
The Company recognizes rent expense related to leased office and operating space on a straight-line basis over the term of the lease. The difference between rent expense and rent paid, if any, as a result of escalation provisions and lease incentives, such as tenant improvements provided by lessors, and is recorded as deferred rent in the Company’s consolidated balance sheets.
In accordance with ASC Topic 410, Asset Retirement and Environmental Obligations, the Company establishes assets and liabilities for the present value of estimated future costs to return certain leased facilities to their original condition. Such assets are depreciated on a straight-line basis over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs.
(l) Property and equipment
Property and equipment is recorded at cost and depreciated using the straight-line method over its related estimated useful life. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset, whichever is shorter. Upon sale or retirement, the asset cost and related accumulated depreciation are removed from the respective accounts, and any related gain or loss is reflected in the consolidated statements of operations. Ordinary maintenance and repair costs are expensed as incurred. The estimated useful lives of the Company’s fixed assets by class of asset are as follows:
|
|
Years |
Buildings and building improvements |
|
20–40 |
Computers and equipment |
|
3-5 |
Furniture and fixtures |
|
5 |
Leasehold improvements |
|
Useful life or term of lease whichever is shorter |
Fitness equipment |
|
5–7 |
Vehicles |
|
5 |
(m) Advertising expenses
The Company expenses advertising costs as incurred. Advertising expenses, net of amounts reimbursed by franchisees, are included within store operations and selling, general and administrative expenses and totaled $9,906, $8,270, and $9,349 for the years ended December 31, 2017, 2016 and 2015, respectively. See Note 4 for discussion of the national advertising fund.
(n) Goodwill, long-lived assets, and other intangible assets
Goodwill and other intangible assets that arise from acquisitions are recorded in accordance with ASC Topic 350, Intangibles—Goodwill and Other. In accordance with this guidance, specifically identified intangible assets must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Intangibles are typically trade and brand names, customer relationships, noncompete agreements, reacquired franchise rights, and favorable or unfavorable leases. Transactions are evaluated to determine whether any gain or loss on reacquired franchise rights, based on their fair value, should be recognized separately from identified intangibles. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination.
Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives on either a straight-line or accelerated basis as deemed appropriate, and are reviewed for impairment when events or circumstances suggest that the assets may not be recoverable.
The Company performs its annual test for impairment of goodwill and indefinite lived intangible assets on December 31 of each year. For goodwill, the first step of the impairment test is to determine whether the carrying amount of a reporting unit exceeds the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, the Company would be required to perform a second step of the impairment test as this is an indication that the reporting unit’s goodwill may be impaired. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. Any impairment loss would be recognized in an amount equal to the excess of the carrying value of the goodwill over the implied fair value of the goodwill. The Company is also permitted to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If the Company concludes it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it need not perform the two-step impairment test.
For indefinite lived intangible assets, the impairment assessment consists of comparing the carrying value of the asset to its estimated fair value. To the extent that the carrying value exceeds the fair value of the asset, an impairment is recorded to reduce the carrying value to its fair value. The Company is also permitted to make a qualitative assessment of whether it is more likely than not an indefinite lived intangible asset’s fair value is less than its carrying value prior to applying the quantitative assessment. If based on the Company’s qualitative assessment it is not more likely than not that the carrying value of the asset is less than its fair value, then a quantitative assessment is not required.
The Company determined that no impairment charges were required during any periods presented.
The Company applies the provisions of ASC Topic 360, Property, Plant and Equipment, which requires that long-lived assets, including amortizable intangible assets, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for impairment, then assets are required to be grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the undiscounted future net cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There were no events or changes in circumstances that required the Company to test for impairment during any of the periods presented.
(o) Income taxes
The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized for the expected future tax consequences attributable to temporary differences between the carrying amount of the existing tax assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied in the years in which temporary differences are expected to be recovered or settled. The principal items giving rise to temporary differences are the use of accelerated depreciation and certain basis differences resulting from acquisitions and the recapitalization transactions. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
As a result of the recapitalization transactions, Planet Fitness, Inc. became the sole managing member of Pla-Fit Holdings, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. 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 Planet Fitness, Inc. following the recapitalization transactions, 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 following the recapitalization transactions. The Company is also subject to taxes in foreign jurisdictions.
The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs (see Note 14).
(p) 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, LLC who are unaffiliated with TSG (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 sales 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 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. Also, pursuant to the exchange agreement, to the extent an exchange results in Pla-Fit Holdings, LLC incurring a current tax liability relating to the New Hampshire business profits tax, the TRA Holders have agreed that they will contribute to Pla-Fit Holdings, LLC an amount sufficient to pay such tax liability (up to 3.5% of the value received upon exchange). If and when the Company subsequently realizes a related tax benefit, Pla-Fit Holdings, LLC will distribute the amount of any such tax benefit to the relevant Continuing LLC Owner in respect of its contribution. Due to changes in New Hampshire tax law, the Company no longer expects to incur any such liability under the New Hampshire business profits tax.
Based on current projections, the Company anticipates having sufficient taxable income to utilize these tax attributes and receive corresponding tax deductions in future periods. Accordingly, as of December 31, 2017 the Company has recorded a liability of $431,360, which includes the impact of remeasurement related to the 2017 Tax Act, payable to the TRA Holders under the tax benefit obligations, representing approximately 85% of the calculated tax savings based on the original basis adjustments the Company anticipates being able to utilize in future years. Changes in the projected liability resulting from these tax benefit arrangements may occur based on changes in anticipated future taxable income, changes in applicable tax rates or other changes in tax attributes that may occur and impact the expected future tax benefits to be received by the Company. Changes in the projected liability under these tax benefit arrangements will be recorded as a component of other income (expense) each period. The projection of future taxable income involves significant judgment. Actual taxable income may differ from estimates, which could significantly impact the liability under the tax benefit arrangements and the Company’s consolidated results of operations.
(q) 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 table below presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016:
|
|
|
|
|
|
Quoted prices |
|
|
Significant |
|
|
Significant |
|
|||
|
|
Total fair value at |
|
|
in active markets |
|
|
other observable |
|
|
unobservable |
|
||||
|
|
December 31, 2017 |
|
|
markets (Level 1) |
|
|
inputs (Level 2) |
|
|
inputs (Level 3) |
|
||||
Interest rate caps |
|
$ |
340 |
|
|
$ |
— |
|
|
$ |
340 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted prices |
|
|
Significant |
|
|
Significant |
|
|||
|
|
Total fair value at |
|
|
in active markets |
|
|
other observable |
|
|
unobservable |
|
||||
|
|
December 31, 2016 |
|
|
markets (Level 1) |
|
|
inputs (Level 2) |
|
|
inputs (Level 3) |
|
||||
Interest rate caps |
|
$ |
306 |
|
|
$ |
— |
|
|
$ |
306 |
|
|
$ |
— |
|
(r) Financial instruments
The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term nature of these instruments. The carrying value of debt also approximates fair value as it is variable rate debt.
(s) Derivative instruments and hedging activities
The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive income, to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings.
The Company only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. See Note 8 for further information.
(t) Equity-based compensation
The Company has an equity-based compensation plan under which it receives services from employees and directors as consideration for equity instruments of the Company. The compensation expense is determined based on the fair value of the award as of the grant date. Compensation expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are satisfied. For awards with graded vesting, the fair value of each tranche is recognized over its respective vesting period. The Company accounts for forfeitures as they occur by reversing compensation cost when the award is forfeited. See Note 12 for further information.
(u) Guarantees
The Company, as a guarantor, is required to recognize, at inception of the guaranty, a liability for the fair value of the obligation undertaken in issuing the guarantee. See Notes 3 and 15 for further discussion of such obligations guaranteed.
(v) Contingencies
The Company records estimated future losses related to contingencies when such amounts are probable and estimable. The Company includes estimated legal fees related to such contingencies as part of the accrual for estimated future losses.
(w) Reclassifications
Certain amounts have been reclassified to conform to current year presentation.
(x) Recent accounting pronouncements
The FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, in September 2014. This guidance requires that an entity recognize revenue to depict the transfer of a promised good or service to its customers in an amount that reflects consideration to which the entity expects to be entitled in exchange for such transfer. This guidance also specifies accounting for certain costs incurred by an entity to obtain or fulfill a contract with a customer and provides for enhancements to revenue specific disclosures intended to allow users of the financial statements to clearly understand the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with its customers. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 for public companies. The Company will adopt this new guidance in fiscal year 2018 utilizing the modified retrospective method. The adoption of the new guidance will change the timing of recognition of ADA and initial franchise fees, transfer fees and other fees. Currently, these fees are generally recognized upfront upon either store opening or upon execution of the property lease for an ADA, and upon execution of a lease and delivery of training for franchise fees. The new guidance will generally require these fees to be recognized over the contractual terms of the franchise license. The Company has evaluated the impact of the adoption of this new guidance as it relates to various forms of franchise fee revenue, including ADA and initial franchise fees, transfer fees and other fees and has concluded that the impact will be approximately $13,500 of incremental revenue deferred as of January 1, 2018 in connection with the adoption of this guidance. The Company does not expect this new guidance to impact the recognition of royalty income. Additionally, the adoption of this new guidance will change the way the Company reports receipts and expenses of the national advertising fund. Currently, the cash inflows and expenses related to the national advertising fund are not presented on the Company’s consolidated statement of operations. This guidance will require the Company to report all national advertising fund cash inflows as revenues and all national advertising fund expenses as expenses on the consolidated statement of operations. Under this guidance, the Company expects approximately $45,000 of incremental revenues and expenses in 2018 related to the national advertising fund.
The FASB issued ASU No. 2016-02, Leases, in February 2016. This guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public companies. Early application of the amendments in this update is permitted for all entities. The Company anticipates that adoption of this guidance will bring all current operating leases onto the statement of financial position as a right of use asset and related rent liability, and is currently evaluating the effect that implementation of this guidance will have on its consolidated statement of operations.
The FASB issued ASU No. 2016-09, Stock Compensation, in March 2016. This guidance is intended to simplify several aspects of the accounting for share-based payment award transactions, including the recognition of the tax effects resulting from the settlement of stock-based awards, and allowing companies to make an accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The Company adopted ASU No. 2016-09 as of January 1, 2017 on a prospective basis, noting no material impact to the consolidated financial statements.
The FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, in August 2016. This guidance is intended to reduce diversity in practice of the classification of certain cash receipts and cash payments. This guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within that year. The Company does not expect the adoption of the standard to have a material impact on its consolidated financial statements.
The FASB issued ASU No. 2017-04, 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. This guidance will be effective for fiscal years beginning after December 15, 2019, including interim periods within that year. This new guidance is not expected to have a material impact on the Company’s consolidated financial statements.
The FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities, in August 2017. The guidance simplifies the application of hedge accounting in certain situations and amends the hedge accounting model to enable entities to better portray the economics of their risk management activities in the financial statements. This guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within that year. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
|
The estimated useful lives of the Company’s fixed assets by class of asset are as follows:
|
|
Years |
Buildings and building improvements |
|
20–40 |
Computers and equipment |
|
3-5 |
Furniture and fixtures |
|
5 |
Leasehold improvements |
|
Useful life or term of lease whichever is shorter |
Fitness equipment |
|
5–7 |
Vehicles |
|
5 |
The table below presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016:
|
|
|
|
|
|
Quoted prices |
|
|
Significant |
|
|
Significant |
|
|||
|
|
Total fair value at |
|
|
in active markets |
|
|
other observable |
|
|
unobservable |
|
||||
|
|
December 31, 2017 |
|
|
markets (Level 1) |
|
|
inputs (Level 2) |
|
|
inputs (Level 3) |
|
||||
Interest rate caps |
|
$ |
340 |
|
|
$ |
— |
|
|
$ |
340 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted prices |
|
|
Significant |
|
|
Significant |
|
|||
|
|
Total fair value at |
|
|
in active markets |
|
|
other observable |
|
|
unobservable |
|
||||
|
|
December 31, 2016 |
|
|
markets (Level 1) |
|
|
inputs (Level 2) |
|
|
inputs (Level 3) |
|
||||
Interest rate caps |
|
$ |
306 |
|
|
$ |
— |
|
|
$ |
306 |
|
|
$ |
— |
|
|
The carrying values of VIEs included in the consolidated financial statements as of December 31, 2017 and December 31, 2016 are as follows:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||||||||||
|
|
Assets |
|
|
Liabilities |
|
|
Assets |
|
|
Liabilities |
|
||||
PF Melville |
|
$ |
4,420 |
|
|
$ |
— |
|
|
$ |
4,071 |
|
|
$ |
— |
|
MMR |
|
$ |
3,360 |
|
|
|
— |
|
|
$ |
3,156 |
|
|
|
— |
|
Total |
|
$ |
7,780 |
|
|
$ |
— |
|
|
$ |
7,227 |
|
|
$ |
— |
|
|
Property and equipment as of December 31, 2017 and 2016 consists of the following:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||
Land |
|
$ |
910 |
|
|
$ |
910 |
|
Equipment |
|
|
32,403 |
|
|
|
27,283 |
|
Leasehold improvements |
|
|
60,181 |
|
|
|
41,249 |
|
Buildings and improvements |
|
|
5,107 |
|
|
|
5,107 |
|
Furniture & fixtures |
|
|
9,790 |
|
|
|
3,708 |
|
Other |
|
|
7,923 |
|
|
|
5,673 |
|
Construction in progress |
|
|
3,241 |
|
|
|
8,295 |
|
|
|
|
119,555 |
|
|
|
92,225 |
|
Accumulated Depreciation |
|
|
(36,228 |
) |
|
|
(30,987 |
) |
Total |
|
$ |
83,327 |
|
|
$ |
61,238 |
|
|
A summary of goodwill and intangible assets at December 31, 2017 and 2016 is as follows:
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
Gross |
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
carrying |
|
|
Accumulated |
|
|
Net carrying |
|
|||
December 31, 2017 |
|
period (years) |
|
amount |
|
|
amortization |
|
|
Amount |
|
|||
Customer relationships |
|
11.1 |
|
$ |
171,782 |
|
|
|
(86,501 |
) |
|
$ |
85,281 |
|
Noncompete agreements |
|
5.0 |
|
|
14,500 |
|
|
|
(14,500 |
) |
|
|
— |
|
Favorable leases |
|
7.5 |
|
|
2,935 |
|
|
|
(1,972 |
) |
|
|
963 |
|
Order backlog |
|
0.4 |
|
|
3,400 |
|
|
|
(3,400 |
) |
|
|
— |
|
Reacquired franchise rights |
|
5.8 |
|
|
8,950 |
|
|
|
(5,837 |
) |
|
|
3,113 |
|
|
|
|
|
|
201,567 |
|
|
|
(112,210 |
) |
|
|
89,357 |
|
Indefinite-lived intangible: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and brand names |
|
N/A |
|
|
146,300 |
|
|
|
— |
|
|
|
146,300 |
|
Total intangible assets |
|
|
|
$ |
347,867 |
|
|
$ |
(112,210 |
) |
|
$ |
235,657 |
|
Goodwill |
|
|
|
$ |
176,981 |
|
|
$ |
— |
|
|
$ |
176,981 |
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
Gross |
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
carrying |
|
|
Accumulated |
|
|
Net carrying |
|
|||
December 31, 2016 |
|
period (years) |
|
amount |
|
|
amortization |
|
|
Amount |
|
|||
Customer relationships |
|
11.1 |
|
$ |
171,782 |
|
|
|
(72,655 |
) |
|
$ |
99,127 |
|
Noncompete agreements |
|
5.0 |
|
|
14,500 |
|
|
|
(12,027 |
) |
|
|
2,473 |
|
Favorable leases |
|
7.5 |
|
|
2,935 |
|
|
|
(1,643 |
) |
|
|
1,292 |
|
Order backlog |
|
0.4 |
|
|
3,400 |
|
|
|
(3,400 |
) |
|
|
— |
|
Reacquired franchise rights |
|
5.8 |
|
|
8,950 |
|
|
|
(4,280 |
) |
|
|
4,670 |
|
|
|
|
|
|
201,567 |
|
|
|
(94,005 |
) |
|
|
107,562 |
|
Indefinite-lived intangible: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and brand names |
|
N/A |
|
|
146,300 |
|
|
|
— |
|
|
|
146,300 |
|
Total intangible assets |
|
|
|
$ |
347,867 |
|
|
$ |
(94,005 |
) |
|
$ |
253,862 |
|
Goodwill |
|
|
|
$ |
176,981 |
|
|
$ |
— |
|
|
$ |
176,981 |
|
The anticipated annual amortization expense to be recognized in future years as of December 31, 2017 is as follows:
|
|
Amount |
|
|
2018 |
|
$ |
14,583 |
|
2019 |
|
|
14,215 |
|
2020 |
|
|
12,517 |
|
2021 |
|
|
12,422 |
|
2022 |
|
|
12,419 |
|
Thereafter |
|
|
23,201 |
|
Total |
|
$ |
89,357 |
|
|
Long-term debt as of December 31, 2017 and 2016 consists of the following:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||
Term loan B requires quarterly installments plus interest through the term of the loan, maturing March 31, 2021. Outstanding borrowings bear interest at LIBOR or base rate (as defined) plus a margin at the election of the borrower (4.59% at December 31, 2017 and 4.33% at December 31, 2016) |
|
$ |
709,470 |
|
|
$ |
716,654 |
|
Revolving credit line, requires interest only payments through the term of the loan, maturing March 31, 2019. Outstanding borrowings bear interest at LIBOR or base rate (as defined) plus a margin at the election of the borrower (6.25% at December 31, 2017 and 6.0% at December 31, 2016) |
|
|
— |
|
|
|
— |
|
Total debt, excluding deferred financing costs |
|
|
709,470 |
|
|
|
716,654 |
|
Deferred financing costs, net of accumulated amortization |
|
|
(5,709 |
) |
|
|
(7,466 |
) |
Total debt |
|
|
703,761 |
|
|
|
709,188 |
|
Current portion of long-term debt and line of credit |
|
|
7,185 |
|
|
|
7,185 |
|
Long-term debt, net of current portion |
|
$ |
696,576 |
|
|
$ |
702,003 |
|
Future annual principal payments of long-term debt as of December 31, 2017 are as follows:
|
|
Amount |
|
|
2018 |
|
$ |
7,185 |
|
2019 |
|
|
7,185 |
|
2020 |
|
|
7,185 |
|
2021 |
|
|
687,915 |
|
2022 |
|
|
- |
|
Thereafter |
|
|
- |
|
Total |
|
$ |
709,470 |
|
|
The summary set forth below represents the balances in deferred revenue as of December 31, 2017 and 2016:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||
Prepaid membership fees |
|
$ |
5,198 |
|
|
$ |
5,034 |
|
Enrollment fees |
|
|
1,014 |
|
|
|
1,240 |
|
Equipment discount |
|
|
2,567 |
|
|
|
2,796 |
|
Annual membership fees |
|
|
8,113 |
|
|
|
6,775 |
|
Area development and franchise fees |
|
|
10,631 |
|
|
|
10,286 |
|
Total deferred revenue |
|
|
27,523 |
|
|
|
26,131 |
|
Long-term portion of deferred revenue |
|
|
8,440 |
|
|
|
8,351 |
|
Current portion of deferred revenue |
|
$ |
19,083 |
|
|
$ |
17,780 |
|
|
Activity with franchisees considered to be related parties is summarized below.
|
|
For the Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Franchise revenue |
|
$ |
2,130 |
|
|
$ |
1,760 |
|
|
$ |
1,232 |
|
Equipment revenue |
|
|
3,464 |
|
|
|
1,338 |
|
|
|
1,686 |
|
Total revenue from related parties |
|
$ |
5,594 |
|
|
$ |
3,098 |
|
|
$ |
2,918 |
|
|
A summary of unvested Holdings Unit activity is presented below:
|
|
Holdings Units |
|
|
Weighted average grant date fair value |
|
|
Weighted average remaining contractual term (years) |
|
|
Aggregate intrinsic value |
|
||||
Unvested outstanding at January 1, 2017 |
|
|
1,025,016 |
|
|
$ |
1.52 |
|
|
|
|
|
|
|
|
|
Units granted |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Units forfeited |
|
|
(150,181 |
) |
|
$ |
1.52 |
|
|
|
|
|
|
|
|
|
Units vested |
|
|
(604,614 |
) |
|
$ |
1.52 |
|
|
|
|
|
|
|
|
|
Unvested outstanding at December 31, 2017 |
|
|
270,221 |
|
|
$ |
1.52 |
|
|
|
0.7 |
|
|
$ |
9,358 |
|
A summary of stock option activity for the year ended December 31, 2017:
|
|
Stock Options |
|
|
Weighted average exercise price |
|
|
Weighted average remaining contractual term (years) |
|
|
Aggregate intrinsic value |
|
||||
Outstanding at January 1, 2017 |
|
|
404,470 |
|
|
$ |
17.49 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
617,904 |
|
|
$ |
20.97 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(27,191 |
) |
|
$ |
17.63 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(76,977 |
) |
|
$ |
20.32 |
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017 |
|
|
918,206 |
|
|
$ |
19.59 |
|
|
|
8.7 |
|
|
$ |
13,811 |
|
Vested or expected to vest at December 31, 2017 |
|
|
918,206 |
|
|
$ |
19.59 |
|
|
|
8.7 |
|
|
$ |
13,811 |
|
Exercisable at December 31, 2017 |
|
|
90,046 |
|
|
$ |
17.23 |
|
|
|
8.2 |
|
|
$ |
1,567 |
|
|
|
Stock Options |
|
|
Weighted average fair value |
|
|
Weighted average remaining contractual term (years) |
|
|
Aggregate intrinsic value |
|
||||
Unvested outstanding at January 1, 2017 |
|
|
7,887 |
|
|
$ |
19.02 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
13,498 |
|
|
$ |
24.25 |
|
|
|
|
|
|
|
|
|
Vested |
|
|
(5,167 |
) |
|
$ |
19.35 |
|
|
|
|
|
|
|
|
|
Unvested outstanding at December 31, 2017 |
|
|
16,218 |
|
|
$ |
23.26 |
|
|
|
0.6 |
|
|
$ |
462 |
|
The fair value of stock option awards granted were determined on the grant date using the Black-Scholes valuation model based on the following assumptions:
|
|
Year ended December 31, |
|
|||||
|
|
2017 |
|
|
2016 |
|
||
Expected term (years) (1) |
|
|
6.25 |
|
|
|
6.25 |
|
Expected volatility (2) |
|
28.6% - 32.9% |
|
|
33.2% - 34.4% |
|
||
Risk-free interest rate (3) |
|
1.86% - 2.10% |
|
|
1.31% - 1.76% |
|
||
Dividend yield (4) |
|
|
— |
|
|
|
— |
|
(1) |
Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. |
(2) |
Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. |
(3) |
The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. |
(4) |
Based on an assumed a dividend yield of zero at the time of grant. |
|
Income before the provision for income taxes as shown in the accompanying consolidated statements of operations is as follows:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Domestic |
|
$ |
426,873 |
|
|
$ |
88,016 |
|
|
$ |
48,716 |
|
Foreign |
|
|
2,308 |
|
|
|
1,892 |
|
|
|
(1,438 |
) |
Total income before the provision for income taxes |
|
|
429,181 |
|
|
|
89,908 |
|
|
|
47,278 |
|
The provision (benefit) for income taxes consists of the following:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
(2,600 |
) |
|
$ |
1,206 |
|
|
$ |
686 |
|
State |
|
|
2,941 |
|
|
|
1,428 |
|
|
|
2,188 |
|
Foreign |
|
|
817 |
|
|
|
421 |
|
|
|
139 |
|
Total current tax expense |
|
|
1,158 |
|
|
|
3,055 |
|
|
|
3,013 |
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
365,470 |
|
|
|
11,633 |
|
|
|
5,636 |
|
State |
|
|
6,857 |
|
|
|
3,755 |
|
|
|
935 |
|
Foreign |
|
|
95 |
|
|
|
218 |
|
|
|
(436 |
) |
Total deferred tax expense |
|
|
372,422 |
|
|
|
15,606 |
|
|
|
6,135 |
|
Provision for income taxes |
|
$ |
373,580 |
|
|
$ |
18,661 |
|
|
$ |
9,148 |
|
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
U.S. statutory tax rate |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
State and local taxes, net of federal benefit |
|
|
1.0 |
% |
|
|
4.9 |
% |
|
|
6.2 |
% |
State rate change impact on deferred taxes |
|
|
0.8 |
% |
|
|
(1.4 |
)% |
|
|
6.9 |
% |
Federal rate change impact on deferred taxes |
|
|
77.8 |
% |
|
|
— |
% |
|
|
— |
% |
Tax benefit arrangement liability adjustment |
|
|
(25.8 |
)% |
|
|
— |
% |
|
|
(2.1 |
)% |
Foreign tax rate differential |
|
|
— |
% |
|
|
(0.3 |
)% |
|
|
0.3 |
% |
Withholding taxes and other |
|
|
0.1 |
% |
|
|
— |
% |
|
|
0.2 |
% |
Reserve for uncertain tax position |
|
|
0.1 |
% |
|
|
3.1 |
% |
|
|
— |
% |
Income attributable to non-controlling interests |
|
|
(1.9 |
)% |
|
|
(20.5 |
)% |
|
|
(27.1 |
)% |
Effective tax rate |
|
|
87.1 |
% |
|
|
20.8 |
% |
|
|
19.4 |
% |
Details of the Company’s deferred tax assets and liabilities are summarized as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2017 |
|
|
2016 |
|
||
Deferred tax assets: |
|
|
|
|
|
|
|
|
Accrued expense and reserves |
|
$ |
1,422 |
|
|
$ |
865 |
|
Deferred revenue |
|
|
1,900 |
|
|
|
2,029 |
|
Goodwill and intangible assets |
|
|
404,547 |
|
|
|
406,447 |
|
Net operating loss |
|
|
603 |
|
|
|
22 |
|
Other |
|
|
3,619 |
|
|
|
4,218 |
|
Deferred tax assets |
|
$ |
412,091 |
|
|
$ |
413,581 |
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
(773 |
) |
|
|
(781 |
) |
Property and equipment |
|
|
(5,165 |
) |
|
|
(3,631 |
) |
Total deferred tax liabilities |
|
$ |
(5,938 |
) |
|
$ |
(4,412 |
) |
Total deferred tax assets and liabilities |
|
$ |
406,153 |
|
|
$ |
409,169 |
|
|
|
|
|
|
|
|
|
|
Reported as: |
|
|
|
|
|
|
|
|
Deferred income taxes - non-current assets |
|
$ |
407,782 |
|
|
$ |
410,407 |
|
Deferred income taxes - non-current liabilities |
|
|
(1,629 |
) |
|
|
(1,238 |
) |
Total deferred tax assets and liabilities |
|
$ |
406,153 |
|
|
$ |
409,169 |
|
A summary of the changes in the Company’s unrecognized tax positions is as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2017 |
|
|
2016 |
|
||
Balance at beginning of year |
|
$ |
2,608 |
|
|
$ |
300 |
|
Increases related to prior year tax positions |
|
|
— |
|
|
|
2,308 |
|
Balance at end of year |
|
$ |
2,608 |
|
|
$ |
2,608 |
|
Projected future payments under the tax benefit arrangements are as follows:
|
|
Amount |
|
|
2018 |
|
$ |
31,062 |
|
2019 |
|
|
23,298 |
|
2020 |
|
|
23,596 |
|
2021 |
|
|
24,010 |
|
2022 |
|
|
24,482 |
|
Thereafter |
|
|
304,912 |
|
Total |
|
$ |
431,360 |
|
|
Approximate annual future commitments under noncancelable operating leases as of December 31, 2017 are as follows
|
|
Amount |
|
|
2018 |
|
$ |
14,563 |
|
2019 |
|
|
13,439 |
|
2020 |
|
|
12,495 |
|
2021 |
|
|
10,747 |
|
2022 |
|
|
9,993 |
|
Thereafter |
|
|
48,712 |
|
Total |
|
$ |
109,949 |
|
|
The tables below summarize the financial information for the Company’s reportable segments for the years ended December 31, 2017, 2016 and 2015. The “Corporate and other” column, 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.
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Franchise segment revenue - U.S. |
|
$ |
147,787 |
|
|
$ |
114,717 |
|
|
$ |
87,299 |
|
Franchise segment revenue - International |
|
|
2,368 |
|
|
|
1,771 |
|
|
|
786 |
|
Franchise segment total |
|
|
150,155 |
|
|
|
116,488 |
|
|
|
88,085 |
|
Corporate-owned stores segment - U.S. |
|
|
107,712 |
|
|
|
100,541 |
|
|
|
95,459 |
|
Corporate-owned stores segment - International |
|
|
4,402 |
|
|
|
4,180 |
|
|
|
2,931 |
|
Corporate-owned stores segment total |
|
|
112,114 |
|
|
|
104,721 |
|
|
|
98,390 |
|
Equipment segment - U.S. |
|
|
167,673 |
|
|
|
157,032 |
|
|
|
144,062 |
|
Equipment segment total |
|
|
167,673 |
|
|
|
157,032 |
|
|
|
144,062 |
|
Total revenue |
|
$ |
429,942 |
|
|
$ |
378,241 |
|
|
$ |
330,537 |
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Segment EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
Franchise |
|
$ |
126,459 |
|
|
$ |
97,256 |
|
|
$ |
66,030 |
|
Corporate-owned stores |
|
|
46,855 |
|
|
|
40,847 |
|
|
|
36,070 |
|
Equipment |
|
|
38,539 |
|
|
|
36,439 |
|
|
|
31,936 |
|
Corporate and other |
|
|
284,372 |
|
|
|
(26,007 |
) |
|
|
(30,051 |
) |
Total Segment EBITDA |
|
$ |
496,225 |
|
|
$ |
148,535 |
|
|
$ |
103,985 |
|
The following table reconciles total Segment EBITDA to income before taxes:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Total Segment EBITDA |
|
$ |
496,225 |
|
|
$ |
148,535 |
|
|
$ |
103,985 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
31,761 |
|
|
|
31,502 |
|
|
|
32,158 |
|
Other expense |
|
|
316,928 |
|
|
|
1,371 |
|
|
|
(275 |
) |
Income from operations |
|
|
147,536 |
|
|
|
115,662 |
|
|
|
72,102 |
|
Interest expense, net |
|
|
(35,283 |
) |
|
|
(27,125 |
) |
|
|
(24,549 |
) |
Other income (expense) |
|
|
316,928 |
|
|
|
1,371 |
|
|
|
(275 |
) |
Income before income taxes |
|
$ |
429,181 |
|
|
$ |
89,908 |
|
|
$ |
47,278 |
|
The following table summarizes the Company’s assets by reportable segment:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||
Franchise |
|
$ |
243,348 |
|
|
$ |
202,580 |
|
Corporate-owned stores |
|
|
167,367 |
|
|
|
153,761 |
|
Equipment |
|
|
206,632 |
|
|
|
208,809 |
|
Unallocated |
|
|
475,118 |
|
|
|
436,292 |
|
Total consolidated assets |
|
$ |
1,092,465 |
|
|
$ |
1,001,442 |
|
The following table summarizes the Company’s goodwill by reportable segment:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||
Franchise |
|
$ |
16,938 |
|
|
$ |
16,938 |
|
Corporate-owned stores |
|
|
67,377 |
|
|
|
67,377 |
|
Equipment |
|
|
92,666 |
|
|
|
92,666 |
|
Total consolidated goodwill |
|
$ |
176,981 |
|
|
$ |
176,981 |
|
|
The following table shows changes in our corporate-owned and franchisee-owned stores for the years ended December 31, 2017, 2016 and 2015:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
Franchisee-owned stores: |
|
|
|
|
|
|
|
|
|
|
|
|
Stores operated at beginning of period |
|
|
1,255 |
|
|
|
1,066 |
|
|
|
863 |
|
New stores opened |
|
|
206 |
|
|
|
195 |
|
|
|
206 |
|
Stores debranded, sold or consolidated(1) |
|
|
(5 |
) |
|
|
(6 |
) |
|
|
(3 |
) |
Stores operated at end of period |
|
|
1,456 |
|
|
|
1,255 |
|
|
|
1,066 |
|
Corporate-owned stores: |
|
|
|
|
|
|
|
|
|
|
|
|
Stores operated at beginning of period |
|
|
58 |
|
|
|
58 |
|
|
|
55 |
|
New stores opened |
|
|
4 |
|
|
|
— |
|
|
|
3 |
|
Stores acquired from franchisees |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stores operated at end of period |
|
|
62 |
|
|
|
58 |
|
|
|
58 |
|
Total stores: |
|
|
|
|
|
|
|
|
|
|
|
|
Stores operated at beginning of period |
|
|
1,313 |
|
|
|
1,124 |
|
|
|
918 |
|
New stores opened |
|
|
210 |
|
|
|
195 |
|
|
|
209 |
|
Stores debranded, sold or consolidated(1) |
|
|
(5 |
) |
|
|
(6 |
) |
|
|
(3 |
) |
Stores operated at end of period |
|
|
1,518 |
|
|
|
1,313 |
|
|
|
1,124 |
|
(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. We retain 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. |
|
|
|
For the quarter ended |
|
|||||||||||||
|
|
March 31, 2017 |
|
|
June 30, 2017 |
|
|
September 30, 2017 |
|
|
December 31, 2017 |
|
||||
Total revenue |
|
$ |
91,102 |
|
|
$ |
107,316 |
|
|
$ |
97,496 |
|
|
$ |
134,028 |
|
Income from operations |
|
|
33,055 |
|
|
|
38,250 |
|
|
|
33,954 |
|
|
|
42,277 |
|
Net income |
|
|
17,866 |
|
|
|
18,004 |
|
|
|
18,902 |
|
|
|
829 |
|
Net income (loss) attributable to Planet Fitness, Inc. |
|
|
8,842 |
|
|
|
12,412 |
|
|
|
15,345 |
|
|
|
(3,453 |
) |
Earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A - Basic |
|
$ |
0.14 |
|
|
$ |
0.16 |
|
|
$ |
0.18 |
|
|
$ |
(0.04 |
) |
Class A - Diluted |
|
$ |
0.14 |
|
|
$ |
0.16 |
|
|
$ |
0.18 |
|
|
$ |
(0.04 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the quarter ended |
|
|||||||||||||
|
|
March 31, 2016 |
|
|
June 30, 2016 |
|
|
September 30, 2016 |
|
|
December 31, 2016 |
|
||||
Total revenue |
|
$ |
83,343 |
|
|
$ |
91,472 |
|
|
$ |
87,007 |
|
|
$ |
116,419 |
|
Income from operations |
|
|
25,610 |
|
|
|
27,831 |
|
|
|
26,153 |
|
|
|
36,068 |
|
Net income |
|
|
16,345 |
|
|
|
18,091 |
|
|
|
14,863 |
|
|
|
21,948 |
|
Net income attributable to Planet Fitness, Inc. |
|
|
3,368 |
|
|
|
4,132 |
|
|
|
3,425 |
|
|
|
10,575 |
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A - Basic |
|
$ |
0.09 |
|
|
$ |
0.11 |
|
|
$ |
0.08 |
|
|
$ |
0.19 |
|
Class A - Diluted |
|
$ |
0.09 |
|
|
$ |
0.11 |
|
|
$ |
0.08 |
|
|
$ |
0.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|