PLANET FITNESS, INC., 10-Q filed on 8/9/2021
Quarterly Report
v3.21.2
Cover Page - shares
6 Months Ended
Jun. 30, 2021
Aug. 02, 2021
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2021  
Document Transition Report false  
Entity File Number 001-37534  
Entity Registrant Name PLANET FITNESS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 38-3942097  
Entity Address, Address Line One 4 Liberty Lane West  
Entity Address, City or Town Hampton  
Entity Address, State or Province NH  
Entity Address, Postal Zip Code 03842  
City Area Code 603  
Local Phone Number 750-0001  
Title of 12(b) Security Class A common stock, $0.0001 Par Value  
Trading Symbol PLNT  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Amendment Flag false  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0001637207  
Current Fiscal Year End Date --12-31  
Class A Common Stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   83,233,376
Class B Common Stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   3,363,075
v3.21.2
Condensed consolidated balance sheets - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 469,137 $ 439,478
Restricted cash 58,234 76,322
Accounts receivable, net of allowance for bad debts of $1 and $7 at June 30, 2021 and December 31, 2020, respectively 15,480 16,447
Inventory 1,197 473
Deferred expenses – national advertising fund 8,362 0
Prepaid expenses 12,019 11,881
Other receivables 11,836 16,754
Income tax receivables 4,990 5,461
Total current assets 581,255 566,816
Property and equipment, net of accumulated depreciation of $128,684 and $107,720 at June 30, 2021 and December 31, 2020, respectively 160,071 160,677
Investments 35,000 0
Right-of-use assets, net 171,485 164,252
Intangible assets, net 208,757 217,075
Goodwill 227,821 227,821
Deferred income taxes 513,354 511,200
Other assets, net 1,856 1,896
Total assets 1,899,599 1,849,737
Current liabilities:    
Current maturities of long-term debt 17,500 17,500
Accounts payable 18,124 19,388
Accrued expenses 25,367 22,042
Equipment deposits 7,483 795
Deferred revenue, current 34,773 26,691
Payable pursuant to tax benefit arrangements, current 9,190 0
Other current liabilities 22,642 25,479
Total current liabilities 135,079 111,895
Long-term debt, net of current maturities 1,670,831 1,676,426
Borrowings under Variable Funding Notes 75,000 75,000
Lease liabilities, net of current portion 175,934 167,910
Deferred revenue, net of current portion 31,900 32,587
Deferred tax liabilities 767 881
Payable pursuant to tax benefit arrangements, net of current portion 486,953 488,200
Other liabilities 2,505 2,511
Total noncurrent liabilities 2,443,890 2,443,515
Commitments and contingencies
Stockholders’ equity (deficit):    
Accumulated other comprehensive income 56 27
Additional paid in capital 50,917 45,673
Accumulated deficit (731,987) (751,578)
Total stockholders’ deficit attributable to Planet Fitness Inc. (681,005) (705,869)
Non-controlling interests 1,635 196
Total stockholders’ deficit (679,370) (705,673)
Total liabilities and stockholders’ deficit 1,899,599 1,849,737
Class A Common Stock    
Stockholders’ equity (deficit):    
Common stock 8 8
Class B Common Stock    
Stockholders’ equity (deficit):    
Common stock $ 1 $ 1
v3.21.2
Condensed consolidated balance sheets (Parenthetical) - USD ($)
shares in Thousands, $ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Assets    
Accounts receivable, allowance for bad debts $ 1 $ 7
Accumulated depreciation $ 128,684 $ 107,720
Class A Common Stock    
Stockholders’ equity (deficit):    
Common stock, par value (in usd per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 300,000 300,000
Common stock, shares issued (in shares) 83,225 82,821
Common stock, shares outstanding (in shares) 83,225 82,821
Class B Common Stock    
Stockholders’ equity (deficit):    
Common stock, par value (in usd per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 100,000 100,000
Common stock, shares issued (in shares) 3,363 3,722
Common stock, shares outstanding (in shares) 3,363 3,722
v3.21.2
Condensed consolidated statements of operations - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Revenue:        
Revenue $ 137,251 $ 40,234 $ 249,128 $ 167,464
Operating costs and expenses:        
Cost of revenue 18,497 8,478 26,482 30,323
Store operations 28,430 14,681 54,337 40,838
Selling, general and administrative 21,789 15,896 44,279 32,848
National advertising fund expense 13,529 10,878 26,282 26,083
Depreciation and amortization 15,036 13,008 30,510 25,800
Other (gain) loss (282) 15 (2,420) 26
Total operating costs and expenses 96,999 62,956 179,470 155,918
Income (loss) from operations 40,252 (22,722) 69,658 11,546
Other expense, net:        
Interest income 195 359 412 2,286
Interest expense (20,125) (20,467) (40,369) (40,708)
Other income (expense) (147) (73) 18 (760)
Total other expense, net (20,077) (20,181) (39,939) (39,182)
Income (loss) before income taxes 20,175 (42,903) 29,719 (27,636)
Provision (benefit) for income taxes 5,159 (10,918) 8,513 (6,034)
Net income (loss) 15,016 (31,985) 21,206 (21,602)
Less net income (loss) attributable to non-controlling interests 1,006 (2,808) 1,615 (1,032)
Net income (loss) attributable to Planet Fitness, Inc. $ 14,010 $ (29,177) $ 19,591 $ (20,570)
Class A Common Stock        
Net income (loss) per share of Class A common stock:        
Basic (in dollars per share) $ 0.17 $ (0.36) $ 0.24 $ (0.26)
Diluted (in dollars per share) $ 0.17 $ (0.36) $ 0.23 $ (0.26)
Weighted-average shares of Class A common stock outstanding:        
Basic (in shares) 83,222,601 79,965,842 83,153,731 79,532,155
Diluted (in shares) 83,837,096 79,965,842 83,771,291 79,532,155
Franchise        
Revenue:        
Revenue $ 59,758 $ 16,214 $ 111,938 $ 65,125
Commission income        
Revenue:        
Revenue 70 45 342 435
National advertising fund revenue        
Revenue:        
Revenue 13,021 4,743 24,630 13,971
Corporate-owned stores        
Revenue:        
Revenue 40,579 9,419 78,456 49,935
Equipment        
Revenue:        
Revenue $ 23,823 $ 9,813 $ 33,762 $ 37,998
v3.21.2
Condensed consolidated statements of comprehensive income (loss) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Statement of Comprehensive Income [Abstract]        
Net income (loss) including non-controlling interests $ 15,016 $ (31,985) $ 21,206 $ (21,602)
Other comprehensive income (loss), net:        
Foreign currency translation adjustments 18 249 29 (360)
Total other comprehensive income (loss), net 18 249 29 (360)
Total comprehensive income (loss) including non-controlling interests 15,034 (31,736) 21,235 (21,962)
Less: total comprehensive income (loss) attributable to non-controlling interests 1,006 (2,808) 1,615 (1,032)
Total comprehensive income (loss) attributable to Planet Fitness, Inc. $ 14,028 $ (28,928) $ 19,620 $ (20,930)
v3.21.2
Condensed consolidated statements of cash flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Cash flows from operating activities:    
Net income (loss) $ 21,206 $ (21,602)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:    
Depreciation and amortization 30,510 25,800
Amortization of deferred financing costs 3,155 3,187
Amortization of asset retirement obligations 38 33
Deferred tax expense (benefit) 7,210 (3,713)
Gain on re-measurement of tax benefit arrangement (348) (502)
Provision for bad debts 0 (28)
(Gain) loss on disposal of property and equipment (27) 0
Equity-based compensation 4,049 2,493
Other (82) 434
Changes in operating assets and liabilities, excluding effects of acquisitions:    
Accounts receivable 1,006 26,917
Inventory (724) (1,900)
Other assets and other current assets 6,059 (16,323)
National advertising fund (8,362) (7,941)
Accounts payable and accrued expenses (102) (22,354)
Other liabilities and other current liabilities (3,725) 1,472
Income taxes 413 (4,485)
Equipment deposits 6,688 824
Deferred revenue 7,319 3,820
Leases and deferred rent (17) 884
Net cash provided by (used in) operating activities 74,266 (12,984)
Cash flows from investing activities:    
Additions to property and equipment (19,395) (21,161)
Proceeds from sale of property and equipment 1 169
Investments (35,000) 0
Net cash used in investing activities (54,394) (20,992)
Cash flows from financing activities:    
Principal payments on capital lease obligations (104) (84)
Proceeds from borrowings under Variable Funding Notes 0 75,000
Repayment of long-term debt (8,750) (8,750)
Proceeds from issuance of Class A common stock 578 1,583
Dividend equivalent payments 0 (174)
Distributions to Continuing LLC Members (145) (1,600)
Net cash (used in) provided by financing activities (8,421) 65,975
Effects of exchange rate changes on cash and cash equivalents 120 (834)
Net increase in cash, cash equivalents and restricted cash 11,571 31,165
Cash, cash equivalents and restricted cash, beginning of period 515,800 478,795
Cash, cash equivalents and restricted cash, end of period 527,371 509,960
Supplemental cash flow information:    
Net cash paid for income taxes 889 2,155
Cash paid for interest 37,536 37,724
Non-cash investing activities:    
Non-cash additions to property and equipment $ 3,500 $ 2,099
v3.21.2
Condensed consolidated statement of changes in equity (deficit) - USD ($)
shares in Thousands, $ in Thousands
Total
Accumulated other comprehensive (loss) income
Additional paid- in capital
Accumulated deficit
Non-controlling interests
Class A common stock
Class A common stock
Common stock
Class B common stock
Class B common stock
Common stock
Beginning balance (in shares) at Dec. 31, 2019             78,525   8,562
Beginning balance at Dec. 31, 2019 $ (707,754) $ 303 $ 29,820 $ (736,587) $ (1,299)   $ 8   $ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) (21,602)     (20,570) (1,032)        
Equity-based compensation expense 2,493   2,493            
Exchanges of Class B common stock (in shares)             2,062   (2,062)
Exchanges of Class B common stock 0   (956)   956        
Exercise of stock options, vesting of restricted share units and ESPP share purchase (in shares)             74    
Exercise of stock options, vesting of restricted share units and ESPP share purchase 1,353   1,353            
Repurchase and retirement of Class A common stock (in shares)             (667)    
Tax benefit arrangement liability and deferred taxes arising from exchanges of Class B common stock 6,190   6,190            
Non-cash adjustments to VIEs (438)       (438)        
Distributions paid to members of Pla-Fit Holdings (1,600)       (1,600)        
Forfeiture of dividend equivalents 18     18          
Other comprehensive income (loss) (360) (360)              
Ending balance (in shares) at Jun. 30, 2020             79,994   6,500
Ending balance at Jun. 30, 2020 (721,700) (57) 38,900 (757,139) (3,413)   $ 8   $ 1
Beginning balance (in shares) at Mar. 31, 2020             79,928   6,501
Beginning balance at Mar. 31, 2020 (692,169) (306) 36,460 (727,946) (386)   $ 8   $ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) (31,985)     (29,177) (2,808)        
Equity-based compensation expense 1,546   1,546            
Exchanges of Class B common stock (in shares)             1   (1)
Exercise of stock options, vesting of restricted share units and ESPP share purchase (in shares)             65    
Exercise of stock options, vesting of restricted share units and ESPP share purchase 894   894            
Non-cash adjustments to VIEs (219)       (219)        
Forfeiture of dividend equivalents (16)     (16)          
Other comprehensive income (loss) 249 249              
Ending balance (in shares) at Jun. 30, 2020             79,994   6,500
Ending balance at Jun. 30, 2020 (721,700) (57) 38,900 (757,139) (3,413)   $ 8   $ 1
Beginning balance (in shares) at Dec. 31, 2020           82,821 82,821 3,722 3,722
Beginning balance at Dec. 31, 2020 (705,673) 27 45,673 (751,578) 196   $ 8   $ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) 21,206     19,591 1,615        
Equity-based compensation expense 4,049   4,049            
Exchanges of Class B common stock (in shares)             359   (359)
Exchanges of Class B common stock 0   (415)   415        
Exercise of stock options, vesting of restricted share units and ESPP share purchase (in shares)             45    
Exercise of stock options, vesting of restricted share units and ESPP share purchase 446   446            
Tax benefit arrangement liability and deferred taxes arising from exchanges of Class B common stock 1,164   1,164            
Non-cash adjustments to VIEs (446)       (446)        
Distributions paid to members of Pla-Fit Holdings (145)       (145)        
Other comprehensive income (loss) 29 29              
Ending balance (in shares) at Jun. 30, 2021           83,225 83,225 3,363 3,363
Ending balance at Jun. 30, 2021 (679,370) 56 50,917 (731,987) 1,635   $ 8   $ 1
Beginning balance (in shares) at Mar. 31, 2021             83,202   3,363
Beginning balance at Mar. 31, 2021 (696,678) 38 48,275 (745,997) 997   $ 8   $ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) 15,016     14,010 1,006        
Equity-based compensation expense 2,610   2,610            
Exercise of stock options, vesting of restricted share units and ESPP share purchase (in shares)             23    
Exercise of stock options, vesting of restricted share units and ESPP share purchase 32   32            
Non-cash adjustments to VIEs (223)       (223)        
Distributions paid to members of Pla-Fit Holdings (145)       (145)        
Other comprehensive income (loss) 18 18              
Ending balance (in shares) at Jun. 30, 2021           83,225 83,225 3,363 3,363
Ending balance at Jun. 30, 2021 $ (679,370) $ 56 $ 50,917 $ (731,987) $ 1,635   $ 8   $ 1
v3.21.2
Business Organization
6 Months Ended
Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business Organization Business Organization
Planet Fitness, Inc. (the “Company”), through its subsidiaries, is a franchisor and operator of fitness centers, with more than 14.8 million members and 2,170 owned and franchised locations (referred to as stores) in 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia as of June 30, 2021.
In March 2020, the Company proactively closed all of its stores system wide in response to the novel coronavirus disease (“COVID-19”) pandemic in order to promote the health and safety of its members, team members and their communities. As of June 30, 2021, 2,130 stores had reopened, of which 2,026 were franchisee-owned stores and 104 were corporate-owned stores.
The Company serves as the reporting entity for its various subsidiaries that operate three distinct lines of business:
Licensing and selling franchises under the Planet Fitness trade name.
Owning and operating fitness centers under the Planet Fitness trade name.
Selling fitness-related equipment to franchisee-owned stores.
The Company was formed as a Delaware corporation on March 16, 2015 for the purpose of facilitating an initial public offering (the “IPO”), which was completed on August 11, 2015 and related transactions in order to carry on the business of Pla-Fit Holdings, LLC and its subsidiaries (“Pla-Fit Holdings”). As of August 5, 2015, in connection with the recapitalization transactions that occurred prior to the IPO, the Company became the sole managing member and holder of 100% of the voting power of Pla-Fit Holdings. Pla-Fit Holdings owns 100% of Planet Intermediate, LLC, which has no operations but is the 100% owner of Planet Fitness Holdings, LLC, a franchisor and operator of fitness centers through its subsidiaries. With respect to the Company, Pla-Fit Holdings and Planet Intermediate, LLC, each entity owns nothing other than the respective entity below it in the corporate structure and each entity has no other material operations.
The Company is a holding company whose principal asset is a controlling equity interest in Pla-Fit Holdings. As the sole managing member of Pla-Fit Holdings, the Company operates and controls all of the business and affairs of Pla-Fit Holdings, and through Pla-Fit Holdings, conducts its business. As a result, the Company consolidates Pla-Fit Holdings’ financial results and reports a non-controlling interest related to the portion of limited liability company units of Pla-Fit Holdings (“Holdings Units”) not owned by the Company. Unless otherwise specified, “the Company” refers to both Planet Fitness, Inc. and Pla-Fit Holdings throughout the remainder of these notes.
As of June 30, 2021, Planet Fitness, Inc. held 100.0% of the voting interest and 96.1% of the economic interest of Pla-Fit Holdings and the holders of Holdings Units of Pla-Fit Holdings (the “Continuing LLC Owners”) held the remaining 3.9% economic interest in Pla-Fit Holdings.
v3.21.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
(a) Basis of presentation and consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All significant intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated financial statements as of and for the three and six months ended June 30, 2021 and 2020 are unaudited. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all of the disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) filed with the SEC on March 1, 2021. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.
As discussed in Note 1, Planet Fitness, Inc. consolidates Pla-Fit Holdings. The Company also consolidates entities in which it has a controlling financial interest, the usual condition of which is ownership of a majority voting interest. The Company also
considers for consolidation certain interests where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary of a VIE is considered to possess the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the rights to receive benefits from the VIE that are significant to it. The principal entities in which the Company possesses a variable interest include franchise entities and certain other entities. The Company is not deemed to be the primary beneficiary for Planet Fitness franchise entities. Therefore, these entities are not consolidated.
The results of the Company have been consolidated with Matthew Michael Realty LLC (“MMR”), PF Melville LLC (“PF Melville”), and Planet Fitness NAF, LLC (the “NAF”) based on the determination that the Company is the primary beneficiary with respect to these VIEs. MMR and PF Melville are real estate holding companies that derive a majority of their financial support from the Company through lease agreements for corporate stores. See Note 3 for further information related to the Company’s VIEs. The NAF is an advertising fund on behalf of which the Company typically collects 2% of gross monthly membership dues annually from franchisees, in accordance with the provisions of the franchise agreements, and uses the amounts received to support our national marketing campaigns, its social media platforms and the development of local advertising materials.
(b) Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. Significant areas where estimates and judgments are relied upon by management in the preparation of the consolidated financial statements include revenue recognition, valuation of equity-based compensation awards, the evaluation of the recoverability of goodwill and long-lived assets, including intangible assets, income taxes, including deferred tax assets and liabilities and reserves for unrecognized tax benefits, the liability for the Company’s tax benefit arrangements, and the value of the lease liability and related right-of-use asset recorded in accordance with ASC 842 (see Note 7).
(c) Fair Value
ASC 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:
Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
 
The carrying value and estimated fair value of certain assets and liabilities as of June 30, 2021 and December 31, 2020 were as follows:
June 30, 2021December 31, 2020
Carrying value
Estimated fair value(1)
Carrying value
Estimated fair value(1)
Assets
Investments - held-to-maturity(1)
$25,000 $25,000 $— $— 
Liabilities
Long-term debt(2)
$1,708,750 $1,730,486 $1,717,500 $1,699,749 
Variable Funding Notes(2)
$75,000 $75,000 $75,000 $75,000 
(1) The estimated fair value of the security is determined using unobservable inputs including assumptions by the investee's management including quantitative information such as valuations in recently completed or proposed financings. These inputs are classified as Level 3.
(2) The Company’s Variable Funding Notes are a variable rate loan and the fair value of this loan approximates book value based on the borrowing rates currently available for variable rate loans obtained from third party lending institutions. The estimated fair value of our fixed rate long-term debt is estimated primarily based on current bid prices for our long-term debt. Judgment is required to develop these estimates. As such, the fair value of our long-term debt is classified within Level 2, as defined under U.S. GAAP.
(d) Recent accounting pronouncements
The FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, in December 2019. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years beginning after December 15, 2020. The Company adopted the standard beginning January 1, 2021 with no material impact to its financial statements.
v3.21.2
Variable Interest Entities
6 Months Ended
Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities Variable Interest Entities
The carrying values of VIEs included in the consolidated financial statements as of June 30, 2021 and December 31, 2020 are as follows: 
 June 30, 2021December 31, 2020
 AssetsLiabilitiesAssetsLiabilities
PF Melville$2,443 $— $2,523 $— 
MMR2,045 — 2,099 — 
Total$4,488 $— $4,622 $— 
 
The Company also has variable interests in certain franchisees mainly through the guarantee of lease agreements up to a maximum period of ten years with earlier expiration dates possible if certain conditions are met. The Company’s maximum obligation, as a result of its guarantees of leases, is approximately $7,101 and $7,842 as of June 30, 2021 and December 31, 2020, respectively.
The amount of the Company’s maximum obligation represents a loss that the Company could incur from the variability in credit exposure without consideration of possible recoveries through insurance or other means. In addition, the amount bears no relation to the estimated fair value of the guarantees, which is not material.
v3.21.2
Investments
6 Months Ended
Jun. 30, 2021
Investments, Debt and Equity Securities [Abstract]  
Investments Investments
Investments - Debt securities
At June 30, 2021, we held preferred shares in certain privately held entities, accounted for under ASC Topic 320, Investments—Debt Securities, which are included in Investments in our condensed consolidated balance sheets. As of June 30, 2021, our investments consist of held-to-maturity preferred shares that we have the positive intent and ability to hold to maturity, and which are measured at amortized cost. We review our held-to-maturity securities for estimated credit losses under ASC Topic 326, Credit Impairment, noting we did not recognize significant credit losses and the ending allowance for credit losses was immaterial.
The amortized cost of our held-to-maturity debt security investments was $25,000 and $0 at June 30, 2021 and December 31, 2020, respectively. There were no unrealized gains or losses for our held-to-maturity debt security investments as of June 30, 2021.
As of June 30, 2021, all of the Company’s held-to-maturity debt security investments had a contractual maturity in 2026.
Equity method investments
On April 9, 2021, the Company acquired a 20% ownership in Planet Fitness Australia Holdings, the Company’s franchisee and store operator in Australia, for $10,000. For the three months ended June 30, 2021, the Company’s proportionate share of the equity method investee’s earnings were immaterial.
v3.21.2
Goodwill and Intangible Assets
6 Months Ended
Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible assets Goodwill and Intangible Assets
A summary of goodwill and intangible assets at June 30, 2021 and December 31, 2020 is as follows: 
June 30, 2021Weighted
average
amortization
period (years)
Gross
carrying
amount
Accumulated
amortization
Net carrying
Amount
Customer relationships11.0$174,033 $(131,303)$42,730 
Reacquired franchise rights8.037,660 (18,233)19,427 
 211,693 (149,536)62,157 
Indefinite-lived intangible:
Trade and brand namesN/A146,600 — 146,600 
Total intangible assets$358,293 $(149,536)$208,757 
Goodwill$227,821 $— $227,821 
 
December 31, 2020Weighted
average
amortization
period (years)
Gross
carrying
amount
Accumulated
amortization
Net carrying
Amount
Customer relationships11.0$174,033 $(124,907)$49,126 
Reacquired franchise rights8.037,660 (16,311)21,349 
 211,693 (141,218)70,475 
Indefinite-lived intangible:
Trade and brand namesN/A146,600 — 146,600 
Total intangible assets $358,293 $(141,218)$217,075 
Goodwill $227,821 $— $227,821 
 The Company determined that no impairment charges were required during any periods presented.
Amortization expense related to the intangible assets totaled $4,159 and $4,222 for the three months ended June 30, 2021 and 2020, respectively, and $8,339 and $8,445 for the six months ended June 30, 2021 and 2020, respectively. The anticipated annual amortization expense related to intangible assets to be recognized in future years as of June 30, 2021 is as follows:
 Amount
Remainder of 2021$8,318 
202216,728 
202316,558 
202414,067 
20253,066 
Thereafter3,420 
Total$62,157 
v3.21.2
Long-Term Debt
6 Months Ended
Jun. 30, 2021
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Long-term debt as of June 30, 2021 and December 31, 2020 consists of the following: 
 June 30, 2021December 31, 2020
2018-1 Class A-2-I notes$559,188 $562,063 
2018-1 Class A-2-II notes607,812 610,938 
2019-1 Class A-2 notes541,750 544,500 
Borrowings under Variable Funding Notes75,000 75,000 
Total debt, excluding deferred financing costs1,783,750 1,792,501 
Deferred financing costs, net of accumulated amortization(20,419)(23,575)
Total debt1,763,331 1,768,926 
Current portion of long-term debt17,500 17,500 
Long-term debt and borrowings under Variable Funding Notes, net of current portion$1,745,831 $1,751,426 
Future annual principal payments of long-term debt as of June 30, 2021 are as follows: 
 Amount
Remainder of 2021$8,750 
2022568,062 
202386,750 
202411,750 
2025591,438 
Thereafter517,000 
Total$1,783,750 
On August 1, 2018, Planet Fitness Master Issuer LLC (the “Master Issuer”), a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of Pla-Fit Holdings, LLC, entered into a base indenture and a related supplemental indenture (collectively, the “2018 Indenture”) under which the Master Issuer may issue multiple series of notes. On the same date, the Master Issuer issued Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I (the “2018 Class A-2-I Notes”) with an initial principal amount of $575,000 and Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (the “2018 Class A-2-II Notes” and, together with the 2018 Class A-2-I Notes, the “2018 Notes”) with an initial principal amount of $625,000. In connection with the issuance of the 2018 Notes, the Master Issuer also entered into a revolving financing facility that allows for the incurrence of up to $75,000 in revolving loans and/or letters of credit under the Master Issuer’s Series 2018-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”). The Company fully drew down on the Variable Funding Notes on March 20, 2020. Outstanding amounts under the Variable Funding Notes bear interest at a variable rate, which is 2.20% as of June 30, 2021. On December 3, 2019 the Master Issuer issued Series 2019-1 3.858% Fixed Rate Senior Secured Notes, Class A-2 (the “2019 Notes” and, together with the 2018 Notes, the “Notes”) with an initial principal amount of $550,000. The 2019 Notes were issued under the 2018 Indenture and a related supplemental indenture dated December 3, 2019 (together, the “Indenture”). Together the Notes and Variable Funding Notes will be referred to as the “Securitized Senior Notes”.
The Notes were issued in a securitization transaction pursuant to which most of the Company’s domestic revenue-generating assets, consisting principally of franchise-related agreements, certain corporate-owned store assets, equipment supply agreements and intellectual property and license agreements for the use of intellectual property, were assigned to the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned indirect subsidiaries of the Company that act as guarantors of the Securitized Senior Notes and that have pledged substantially all of their assets to secure the Securitized Senior Notes.
Interest and principal payments on the Notes are payable on a quarterly basis. The requirement to make such quarterly principal payments on the Notes is subject to certain financial conditions set forth in the Indenture. The legal final maturity date of the 2018 Notes is in September 2048, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the 2018 Class A-2-I Notes will be repaid in or prior to September 2022 and the 2018 Class A-2-II Notes will be repaid in or prior to September 2025. The legal final maturity date of the 2019 Notes is in December 2049, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the 2019 Notes will be repaid in December 2029 (together, the “Anticipated
Repayment Dates”). If the Master Issuer has not repaid or refinanced the Notes prior to the respective Anticipated Repayment Dates, additional interest will accrue pursuant to the Indenture.

As noted above, the Company borrowed the full $75,000 in Variable Funding Notes on March 20, 2020. The Variable Funding Notes accrue interest at a variable interest rate based on (i) the prime rate, (ii) overnight federal funds rates, (iii) the London interbank offered rate (or “LIBOR”) for U.S. Dollars, or (iv) with respect to advances made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in each case plus any applicable margin and as specified in the Variable Funding Notes. As of June 30, 2021, the applicable borrowing rate is 2.20%. There is a commitment fee on the unused portion of the Variable Funding Notes of 0.5% based on utilization. It is anticipated that the principal and interest on the Variable Funding Notes will be repaid in full in or prior to September 2023, subject to two additional one-year extension options. Following the anticipated repayment date (and any extensions thereof) additional interest will accrue on the Variable Funding Notes equal to 5.0% per year. The Company does not anticipate the expected discontinuation of LIBOR to have a material impact on its financial statements.

In connection with the issuance of the 2018 Notes and 2019 Notes, the Company incurred debt issuance costs of $27,133 and $10,577, respectively. The debt issuance costs are being amortized to “Interest expense” through the Anticipated Repayment Dates of the Notes utilizing the effective interest rate method.
The Securitized Senior Notes are subject to covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Securitized Senior Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Securitized Senior Notes are in stated ways defective or ineffective, (iv) a cap on non-securitized indebtedness of $50,000 (provided that the Company may incur non-securitized indebtedness in excess of such amount, subject to the leverage ratio cap described below, under certain conditions, including if the relevant lenders execute a non-disturbance agreement that acknowledges the bankruptcy-remote status of the Master Issuer and its subsidiaries and of their respective assets), (v) a leverage ratio cap incurrence test on the Company of 7.0x (calculated without regard for any indebtedness subject to the $50,000 cap) and (vi) covenants relating to recordkeeping, access to information and similar matters.
Pursuant to a parent company support agreement, the Company has agreed to cause its subsidiary to perform each of its obligations (including any indemnity obligations) and duties under the Management Agreement and under the contribution agreements entered into in connection with the securitized financing facility, in each case as and when due. To the extent that such subsidiary has not performed any such obligation or duty within the prescribed time frame after such obligation or duty was required to be performed, the Company has agreed to either (i) perform such obligation or duty or (ii) cause such obligations or duties to be performed on the Company’s behalf.
The Securitized Senior Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain stated debt service coverage ratios, certain manager termination events, an event of default, and the failure to repay or refinance the Notes on the applicable scheduled Anticipated Repayment Dates. The Securitized Senior Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal, or other amounts due on or with respect to the Securitized Senior Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments.
In accordance with the Indenture, certain cash accounts have been established with the Indenture trustee (the “Trustee”) for the benefit of the trustee and the noteholders, and are restricted in their use. The Company holds restricted cash which primarily represents cash collections held by the Trustee, interest, principal, and commitment fee reserves held by the Trustee related to the Securitized Senior Notes. As of June 30, 2021, the Company had restricted cash held by the Trustee of $42,226. Restricted cash has been combined with cash and cash equivalents when reconciling the beginning and end of period balances in the consolidated statements of cash flows.
v3.21.2
Leases
6 Months Ended
Jun. 30, 2021
Leases [Abstract]  
Leases LeasesThe Company leases space to operate corporate-owned stores, equipment, office, and warehouse space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For leases beginning in 2019 and later, we account for fixed lease and non-lease components together
as a single, combined lease component. Variable lease costs, which may include common area maintenance, insurance, and taxes are not included in the lease liability and are expensed in the period incurred.
Our corporate-owned store leases generally have remaining terms of one to ten years, and typically include one or more renewal options, with renewal terms that can generally extend the lease term from three to ten years or more. The exercise of lease renewal options is at our sole discretion. The Company includes options to renew in the expected term when they are reasonably certain to be exercised. The depreciable life of assets and leasehold improvements are limited by the expected lease term.
Operating lease ROU assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs and lease incentives. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases based upon interpolated rates using our Class A-2 Notes.
The Company has certain non-real estate leases that are accounted for as finance leases under ASC 842. These leases are immaterial, and therefore the Company has not included them in them in the tables below, except for their location on the consolidated balance sheet.
Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our ROU asset related to the lease. These tenant incentives are amortized as reduction of rent expense over the lease term.
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
LeasesClassificationJune 30, 2021December 31, 2020
Assets
Operating lease ROU assetsRight of use asset, net$171,485 $164,252 
Finance lease assetsProperty and equipment, net of accumulated depreciation292 306 
Total lease assets$171,777 $164,558 
Liabilities
Current:
OperatingOther current liabilities$20,432 $19,544 
Noncurrent:
OperatingLease liabilities, net of current portion175,934 167,910 
FinancingOther liabilities300 327 
Total lease liabilities$196,666 $187,781 
Weighted-average remaining lease term (years) - operating leases8.58.7
Weighted-average discount rate - operating leases5.0 %5.1 %

During the three and six months ended June 30, 2021 and 2020, the components of lease cost were as follows:
Three months ended June 30,Six months ended June 30,
2021202020212020
Operating lease cost$7,283 $5,957 $13,976 $12,348 
Variable lease cost2,836 2,459 5,210 4,830 
Total lease cost$10,119 $8,416 $19,186 $17,178 
The Company’s costs related to short-term leases, those with a duration between one and twelve months, were immaterial.

Supplemental disclosures of cash flow information related to leases were as follows:
Three months ended June 30,Six months ended June 30,
2021202020212020
Cash paid for lease liabilities$7,062 $5,599 $13,639 $11,397 
Operating lease ROU assets obtained in exchange for operating lease liabilities$8,013 $6,102 $12,640 $6,102 

As of June 30, 2021, maturities of lease liabilities were as follows:
Amount
Remainder of 2021$14,700 
202229,955 
202329,638 
202429,614 
202529,211 
Thereafter110,468 
Total lease payments$243,586 
Less: imputed interest46,920 
Present value of lease liabilities$196,666 

As of June 30, 2021, operating lease payments exclude approximately $41,664 of legally binding minimum lease payments for leases signed but not yet commenced.
Leases LeasesThe Company leases space to operate corporate-owned stores, equipment, office, and warehouse space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For leases beginning in 2019 and later, we account for fixed lease and non-lease components together
as a single, combined lease component. Variable lease costs, which may include common area maintenance, insurance, and taxes are not included in the lease liability and are expensed in the period incurred.
Our corporate-owned store leases generally have remaining terms of one to ten years, and typically include one or more renewal options, with renewal terms that can generally extend the lease term from three to ten years or more. The exercise of lease renewal options is at our sole discretion. The Company includes options to renew in the expected term when they are reasonably certain to be exercised. The depreciable life of assets and leasehold improvements are limited by the expected lease term.
Operating lease ROU assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs and lease incentives. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases based upon interpolated rates using our Class A-2 Notes.
The Company has certain non-real estate leases that are accounted for as finance leases under ASC 842. These leases are immaterial, and therefore the Company has not included them in them in the tables below, except for their location on the consolidated balance sheet.
Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our ROU asset related to the lease. These tenant incentives are amortized as reduction of rent expense over the lease term.
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
LeasesClassificationJune 30, 2021December 31, 2020
Assets
Operating lease ROU assetsRight of use asset, net$171,485 $164,252 
Finance lease assetsProperty and equipment, net of accumulated depreciation292 306 
Total lease assets$171,777 $164,558 
Liabilities
Current:
OperatingOther current liabilities$20,432 $19,544 
Noncurrent:
OperatingLease liabilities, net of current portion175,934 167,910 
FinancingOther liabilities300 327 
Total lease liabilities$196,666 $187,781 
Weighted-average remaining lease term (years) - operating leases8.58.7
Weighted-average discount rate - operating leases5.0 %5.1 %

During the three and six months ended June 30, 2021 and 2020, the components of lease cost were as follows:
Three months ended June 30,Six months ended June 30,
2021202020212020
Operating lease cost$7,283 $5,957 $13,976 $12,348 
Variable lease cost2,836 2,459 5,210 4,830 
Total lease cost$10,119 $8,416 $19,186 $17,178 
The Company’s costs related to short-term leases, those with a duration between one and twelve months, were immaterial.

Supplemental disclosures of cash flow information related to leases were as follows:
Three months ended June 30,Six months ended June 30,
2021202020212020
Cash paid for lease liabilities$7,062 $5,599 $13,639 $11,397 
Operating lease ROU assets obtained in exchange for operating lease liabilities$8,013 $6,102 $12,640 $6,102 

As of June 30, 2021, maturities of lease liabilities were as follows:
Amount
Remainder of 2021$14,700 
202229,955 
202329,638 
202429,614 
202529,211 
Thereafter110,468 
Total lease payments$243,586 
Less: imputed interest46,920 
Present value of lease liabilities$196,666 

As of June 30, 2021, operating lease payments exclude approximately $41,664 of legally binding minimum lease payments for leases signed but not yet commenced.
v3.21.2
Revenue recognition
6 Months Ended
Jun. 30, 2021
Revenue from Contract with Customer [Abstract]  
Revenue recognition Revenue recognition
Contract Liabilities
Contract liabilities consist primarily of deferred revenue resulting from initial and renewal franchise fees and area development agreement (“ADA”) fees paid by franchisees, as well as transfer fees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement, and NAF revenue billed in advance of satisfaction of the Company’s performance obligation. Also included are corporate-owned store enrollment fees, annual fees and monthly fees as well as deferred equipment rebates relating to our equipment business. We classify these contract liabilities as deferred revenue in our condensed consolidated balance sheets.
The following table reflects the change in contract liabilities between December 31, 2020 and June 30, 2021:
Contract liabilities
Balance at December 31, 2020$59,278 
Revenue recognized that was included in the contract liability at the beginning of the year(18,707)
Increase, excluding amounts recognized as revenue during the period26,102 
Balance at June 30, 2021$66,673 
The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2021. The Company has elected to exclude short-term contracts, sales and usage based royalties and any other variable consideration recognized on an “as invoiced” basis.
Contract liabilities to be recognized in:Amount
Remainder of 2021$28,816 
20228,024 
20233,805 
20243,459 
20253,108 
Thereafter19,461 
Total$66,673 
v3.21.2
Related Party Transactions
6 Months Ended
Jun. 30, 2021
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Activity with entities considered to be related parties is summarized below: 
 For the three months ended
June 30,
For the six months ended
June 30,
 2021202020212020
Franchise revenue$587 $— $1,140 $500 
Equipment revenue— — — 93 
Total revenue from related parties$587 $— $1,140 $593 
Additionally, the Company had deferred franchise agreement and area development agreement revenue from related parties of $176 and $182 as of June 30, 2021 and December 31, 2020, respectively.
The Company had payables to related parties pursuant to tax benefit arrangements of $74,347 and $71,416, as of June 30, 2021 and December 31, 2020, respectively (see Note 12).
The Company provides administrative services to the NAF and typically charges NAF a fee for providing these services. The services provided include accounting services, information technology, data processing, product development, legal and administrative support, and other operating expenses, which amounted to $500 and $224 for the three months ended June 30, 2021 and 2020, respectively, and $999 and $793 for the six months ended June 30, 2021 and 2020, respectively.
For the three months ended June 30, 2021 and 2020, the Company incurred approximately $0 and $11, respectively, and $0 and $60 for the six months ended June 30, 2021 and 2020, respectively, which is included within selling, general and administrative expense on the consolidated statements of operations, for corporate travel to a third-party company which is affiliated with our Chief Executive Officer.
In May 2020, the Company provided a short-term loan of approximately $8,950 to its third party payment processor related to amounts drafted by franchisee-owned stores in March 2020 that were not collected as part of the typical monthly process as a result of the impact of COVID-19. The third party payment processor has begun its repayment of this loan and the Company anticipates repayment in full by the end of 2021. As of June 30, 2021, approximately $747 of the loan balance is outstanding and is included within other receivables on the balance sheet.
In April 2021, the Company made an equity method investment in a franchisee. See Note 4.
v3.21.2
Stockholders' Equity
6 Months Ended
Jun. 30, 2021
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Pursuant to the exchange agreement between the Company and the Continuing LLC Owners, the Continuing LLC Owners (or certain permitted transferees thereof) have the right, from time to time and subject to the terms of the exchange agreement, to exchange their Holdings Units, along with a corresponding number of shares of Class B common stock, for shares of Class A common stock (or cash at the option of the Company) on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and similar transactions. In connection with any exchange of Holdings Units for shares of Class A common stock by a Continuing LLC Owner, the number of Holdings Units held by the Company is correspondingly increased as it acquires the exchanged Holdings Units, and a corresponding number of shares of Class B common stock are canceled.
During the six months ended June 30, 2021, certain existing holders of Holdings Units exercised their exchange rights and exchanged 358,979 Holdings Units for 358,979 newly-issued shares of Class A common stock. Simultaneously, and in connection with these exchanges, 358,979 shares of Class B common stock were surrendered by the holders of Holdings Units
that exercised their exchange rights and canceled. Additionally, in connection with these exchanges, Planet Fitness, Inc. received 358,979 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings.
As a result of the above transactions, as of June 30, 2021:
Holders of our Class A common stock owned 83,224,679 shares of our Class A common stock, representing 96.1% of the voting power in the Company and, through the Company, 83,224,679 Holdings Units representing 96.1% of the economic interest in Pla-Fit Holdings; and
the Continuing LLC Owners collectively owned 3,363,075 Holdings Units, representing 3.9% of the economic interest in Pla-Fit Holdings, and 3,363,075 shares of our Class B common stock, representing 3.9% of the voting power in the Company.
Share repurchase program
2019 share repurchase program
On November 5, 2019, our board of directors approved a share repurchase program of up to $500,000.
On December 4, 2019, the Company entered into a $300,000 accelerated share repurchase agreement (the “2019 ASR Agreement”) with JPMorgan Chase Bank, N.A. (“JPMC”). Pursuant to the terms of the 2019 ASR Agreement, on December 5, 2019, the Company paid JPMC $300,000 upfront in cash and received 3,289,924 shares of the Company’s Class A common stock, which were retired, and the Company elected to record as a reduction to retained earnings of $240,000. Final settlement of the ASR Agreement occurred on March 2, 2020. At final settlement, JPMC delivered 666,961 additional shares of the Company’s Class A common stock, based on a weighted average cost per share of $75.82 over the term of the 2019 ASR Agreement, which were retired. This had been evaluated as an unsettled forward contract indexed to our own stock, with $60,000 classified as a reduction to retained earnings at the original date of payment.
On March 18, 2020, the Company announced the suspension of its 2019 share repurchase program. If the 2019 share repurchase program is reinstated, the timing of purchases and amount of stock repurchased will be subject to the Company’s discretion and will depend on market and business conditions, the Company’s general working capital needs, stock price, applicable legal requirements and other factors. Our ability to repurchase shares at any particular time is also subject to the terms of the Indenture governing the Securitized Senior Notes. Purchases may be effected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing. The Company may reinstate or terminate the program at any time.
Preferred stock
The Company had 50,000,000 shares of preferred stock authorized and none issued or outstanding as of June 30, 2021 and December 31, 2020.
v3.21.2
Earnings Per Share
6 Months Ended
Jun. 30, 2021
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
Basic earnings per share of Class A common stock is computed by dividing net income attributable to Planet Fitness, Inc. by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to Planet Fitness, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.
Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to Planet Fitness, Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of the Company’s Class B common stock are, however, considered potentially dilutive shares of Class A common stock because shares of Class B common stock, together with the related Holdings Units, are exchangeable into shares of Class A common stock on a one-for-one basis.
The following table sets forth reconciliations used to compute basic and diluted earnings per share of Class A common stock:  
 Three months ended
June 30,
Six months ended
June 30,
 2021202020212020
Numerator  
Net income (loss)$15,016 $(31,985)$21,206 $(21,602)
Less: net income (loss) attributable to non-controlling interests1,006 (2,808)1,615 (1,032)
Net income (loss) attributable to Planet Fitness, Inc.$14,010 $(29,177)$19,591 $(20,570)
Denominator
Weighted-average shares of Class A common stock outstanding - basic83,222,601 79,965,842 83,153,731 79,532,155 
Effect of dilutive securities:
Stock options566,500 — 564,618 — 
Restricted stock units47,995 — 52,942 — 
Weighted-average shares of Class A common stock outstanding - diluted83,837,096 79,965,842 83,771,291 79,532,155 
Earnings (loss) per share of Class A common stock - basic$0.17 $(0.36)$0.24 $(0.26)
Earnings (loss) per share of Class A common stock - diluted$0.17 $(0.36)$0.23 $(0.26)
Potentially dilutive stock options of 516,927 and 546,303 for the three and six months ended June 30, 2020 and restricted stock units of 31,811 and 41,189 for the three and six months ended June 30, 2020 were not included in the computation of diluted loss per share because the inclusion thereof would be antidilutive.
Weighted average shares of Class B common stock of 3,363,075 and 6,500,908 for the three months ended June 30, 2021 and 2020, respectively, and 3,417,158 and 7,139,172 for the six months ended June 30, 2021 and 2020, respectively, were evaluated under the if-converted method for potential dilutive effects and were determined to be anti-dilutive. Weighted average stock options outstanding of 207,382 and 179,893 for the three months ended June 30, 2021 and 2020, respectively, and 126,270 and 147,118 for the six months ended June 30, 2021 and 2020, respectively, were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive. Weighted average restricted stock units outstanding of 866 and 2,331 for the three months ended June 30, 2021 and 2020, respectively, and 435 and 3,069 for the six months ended June 30, 2021 and 2020, respectively, were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive.
v3.21.2
Income Taxes
6 Months Ended
Jun. 30, 2021
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company is the sole managing member of Pla-Fit Holdings, which is treated as a partnership for U.S. federal and certain state and local income taxes. As a partnership, Pla-Fit Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Pla-Fit Holdings is passed through to and included in the taxable income or loss of its members, including the Company, on a pro-rata basis.
Planet Fitness, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income of Pla-Fit Holdings. The Company’s effective tax rate was 25.6% and 25.4% for the three months ended June 30, 2021 and 2020, respectively. The effective tax rate for the three months ended June 30, 2021 differed from the U.S. federal statutory rate of 21% primarily due to state and local taxes, partially offset by income attributable to non-controlling interests. The Company’s effective tax rate was 28.6% and 21.8% for the six months ended June 30, 2021 and 2020, respectively. The effective tax rate for the six months ended June 30, 2021 differed from the U.S. federal statutory rate of 21% primarily due to state and local taxes, the recognition of a tax expense from the remeasurement of the Company's net deferred tax assets, partially offset by income attributable to non-controlling interests. The Company was also subject to taxes in foreign jurisdictions.
Net deferred tax assets of $512,587 and $510,319 as of June 30, 2021 and December 31, 2020, respectively, relate primarily to the tax effects of temporary differences in the book basis as compared to the tax basis of our investment in Pla-Fit Holdings as a result of the secondary offerings, other exchanges, recapitalization transactions and the IPO.
As of June 30, 2021 and December 31, 2020, the total liability related to uncertain tax positions was $420. The Company recognizes interest accrued and penalties, if applicable, related to unrecognized tax benefits in income tax expense. Interest and penalties for the three and six months ended June 30, 2021 and 2020 were not material.
Tax benefit arrangements
The Company’s acquisition of Holdings Units in connection with the IPO and future and certain past exchanges of Holdings Units for shares of the Company’s Class A common stock (or cash at the option of the Company) are expected to produce and have produced favorable tax attributes. In connection with the IPO, the Company entered into two tax receivable agreements. Under the first of those agreements, the Company generally is required to pay to certain existing and previous equity owners of Pla-Fit Holdings (the “TRA Holders”) 85% of the applicable tax savings, if any, in U.S. federal and state income tax that the Company is deemed to realize as a result of certain tax attributes of their Holdings Units sold to the Company (or exchanged in a taxable sale) and that are created as a result of (i) the exchanges of their Holdings Units for shares of Class A common stock and (ii) tax benefits attributable to payments made under the tax receivable agreement (including imputed interest). Under the second tax receivable agreement, the Company generally is required to pay to TSG AIV II-A L.P and TSG PF Co-Investors A L.P. (the “Direct TSG Investors”) 85% of the amount of tax savings, if any, that the Company is deemed to realize as a result of the tax attributes of the Holdings Units held in respect of the Direct TSG Investors’ interest in the Company, which resulted from the Direct TSG Investors’ purchase of interests in Pla-Fit Holdings in 2012, and certain other tax benefits. Under both agreements, the Company generally retains the benefit of the remaining 15% of the applicable tax savings.
During the six months ended June 30, 2021, 358,979 Holdings Units were exchanged by the TRA Holders for newly issued shares of Class A common stock, resulting in an increase in the tax basis of the net assets of Pla-Fit Holdings subject to the provisions of the tax receivable agreements. As a result of the change in Planet Fitness, Inc.’s ownership percentage of Pla-Fit Holdings, we recorded a decrease to our net deferred tax assets of $258 during the six months ended June 30, 2021. As a result of these exchanges, during the six months ended June 30, 2021, we also recognized deferred tax assets in the amount of $9,714, and corresponding tax benefit arrangement liabilities of $8,292, representing approximately 85% of the tax benefits due to the TRA Holders. The offset to the entries recorded in connection with exchanges was to equity.
As of June 30, 2021 and December 31, 2020, the Company had a liability of $496,143 and $488,200, respectively, related to its projected obligations under the tax benefit arrangements. Projected future payments under the tax benefit arrangements are as follows:
 Amount
Remainder of 2021$— 
202213,415 
202335,917 
202442,376 
202551,931 
Thereafter352,504 
Total$496,143 
v3.21.2
Commitments and contingencies
6 Months Ended
Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingencies Commitments and contingencies
From time to time, and in the ordinary course of business, the Company is subject to various claims, charges, and litigation, such as employment-related claims and slip and fall cases.
On September 3, 2020, the Company and other defendants, including an officer of the Company who is a related party, received a final amendment to the joint and several judgment against them in a civil action brought by a former employee. As of June 30, 2021, the Company has estimated its obligation related to this matter to be approximately $2,117, which is included in other current liabilities on the condensed consolidated balance sheet. In connection with 2012 acquisition of Pla-Fit Holdings on November 8, 2012, the sellers are obligated to indemnify the Company related to this specific matter. The Company has therefore recorded an offsetting indemnification receivable of $2,117 in other receivables on the Company’s condensed consolidated balance sheet, for which it has determined to record a full reserve as a result of potential uncertainty around collectability. Due to the joint and several nature of the judgment, the Company has determined that the amount of estimated obligation recorded constitutes a related party transaction. The Company has incurred, and may incur in the future, legal costs on behalf of the defendants in the case, which include a related party. These costs have not been and are not expected to be material in the future.
Mexico Acquisition
On March 19, 2020, a franchisee in Mexico exercised a put option that requires the Company to acquire their franchisee-owned stores in Mexico. The transaction has not closed as of June 30, 2021 as the parties are in dispute over the final terms of the transaction and related matters. The Company analyzed the contract and estimates that the purchase price will approximate fair value of the acquired assets.
The Company is not currently aware of any other legal proceedings or claims that the Company believes will have, individually or in the aggregate, a material adverse effect on the Company’s financial position or result of operations.
v3.21.2
Segments
6 Months Ended
Jun. 30, 2021
Segment Reporting [Abstract]  
Segments Segments
The Company has three reportable segments: (i) Franchise; (ii) Corporate-owned stores; and (iii) Equipment.  
The Company’s operations are organized and managed by type of products and services and segment information is reported accordingly. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer. The CODM reviews financial performance and allocates resources by reportable segment. There have been no operating segments aggregated to arrive at the Company’s reportable segments.
The Franchise segment includes operations related to the Company’s franchising business in the United States, Puerto Rico, Canada, Panama, Mexico and Australia, including revenues and expenses from the NAF. The Corporate-owned stores segment includes operations with respect to all corporate-owned stores throughout the United States and Canada. The Equipment segment primarily includes the sale of equipment to our United States franchisee-owned stores.
The accounting policies of the reportable segments are the same as those described in Note 2. The Company evaluates the performance of its segments and allocates resources to them based on revenue and earnings before interest, taxes, depreciation, and amortization, referred to as Segment EBITDA. Revenues for all operating segments include only transactions with unaffiliated customers and include no intersegment revenues.
The tables below summarize the financial information for the Company’s reportable segments for the three and six months ended June 30, 2021 and 2020. The “Corporate and other” category, as it relates to Segment EBITDA, primarily includes corporate overhead costs, such as payroll and related benefit costs and professional services which are not directly attributable to any individual segment.
 Three months ended
June 30,
Six months ended
June 30,
 2021202020212020
Revenue  
Franchise segment revenue - U.S.$72,402 $20,819 $135,746 $78,161 
Franchise segment revenue - International447 183 1,164 1,370 
Franchise segment total72,849 21,002 136,910 79,531 
Corporate-owned stores - U.S.40,507 9,244 78,307 48,810 
Corporate-owned stores - International72 175 149 1,125 
Corporate-owned stores total40,579 9,419 78,456 49,935 
Equipment segment - U.S.23,336 9,813 33,275 37,507 
Equipment segment - International487 — 487 491 
Equipment segment total23,823 9,813 33,762 37,998 
Total revenue$137,251 $40,234 $249,128 $167,464 
Franchise segment revenue includes franchise revenue, NAF revenue, and commission income.
Franchise revenue includes revenue generated from placement services of $1,712 and $868 for the three months ended June 30, 2021 and 2020, respectively, and $2,491 and $2,880 for the six months June 30, 2021 and 2020, respectively.
 Three months ended
June 30,
Six months ended
June 30,
 2021202020212020
Segment EBITDA  
Franchise$51,756 $3,529 $92,936 $40,275 
Corporate-owned stores10,372 (6,342)21,062 5,665 
Equipment5,608 1,311 7,438 7,677 
Corporate and other(12,595)(8,285)(21,250)(17,031)
Total Segment EBITDA$55,141 $(9,787)$100,186 $36,586 
 
The following table reconciles total Segment EBITDA to income (loss) before taxes:
 Three months ended
June 30,
Six months ended
June 30,
 2021202020212020
Total Segment EBITDA$55,141 $(9,787)$100,186 $36,586 
Less:
Depreciation and amortization15,036 13,008 30,510 25,800 
Other income (expense)(147)(73)18 (760)
Income (loss) from operations40,252 (22,722)69,658 11,546 
Interest income195 359 412 2,286 
Interest expense(20,125)(20,467)(40,369)(40,708)
Other income (expense)(147)(73)18 (760)
Income (loss) before income taxes$20,175 $(42,903)$29,719 $(27,636)
The following table summarizes the Company’s assets by reportable segment: 
 June 30, 2021December 31, 2020
Franchise$178,023 $174,812 
Corporate-owned stores472,889 468,628 
Equipment183,801 171,201 
Unallocated1,064,886 1,035,096 
Total consolidated assets$1,899,599 $1,849,737 
The table above includes $720 and $828 of long-lived assets located in the Company’s international corporate-owned stores as of June 30, 2021 and December 31, 2020, respectively. All other assets are located in the U.S.
The following table summarizes the Company’s goodwill by reportable segment: 
 June 30, 2021December 31, 2020
Franchise$16,938 $16,938 
Corporate-owned stores118,217 118,217 
Equipment92,666 92,666 
Consolidated goodwill$227,821 $227,821 
v3.21.2
Corporate-Owned and Franchisee-Owned Stores
6 Months Ended
Jun. 30, 2021
Franchisors [Abstract]  
Corporate-Owned and Franchisee-Owned Stores Corporate-Owned and Franchisee-Owned Stores
The following table shows changes in our corporate-owned and franchisee-owned stores for the three and six months ended June 30, 2021 and 2020:
 For the three months ended
June 30,
For the six months ended
June 30,
 2021202020212020
Franchisee-owned stores:    
Stores operated at beginning of period2,043 1,940 2,021 1,903 
New stores opened21 21 43 59 
Stores debranded, sold or consolidated(1)
— (1)— (2)
Stores operated at end of period(2)
2,064 1,960 2,064 1,960 
Corporate-owned stores:
Stores operated at beginning of period103 99 103 98 
New stores opened— 
Stores acquired from franchisees— — — — 
Stores operated at end of period(2)
106 99 106 99 
Total stores:
Stores operated at beginning of period2,146 2,039 2,124 2,001 
New stores opened24 21 46 60 
Stores acquired, debranded, sold or consolidated(1)
— (1)— (2)
Stores operated at end of period(2)
2,170 2,059 2,170 2,059 
 (1)     The term “debrand” refers to a franchisee-owned store whose right to use the Planet Fitness brand and marks has been terminated in accordance with the franchise agreement. The Company retains the right to prevent debranded stores from continuing to operate as fitness centers. The term “consolidated” refers to the combination of a franchisee’s store with another store located in close proximity with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining store.
(2)    The “stores operated” include stores that have closed temporarily related to the COVID-19 pandemic. All stores were closed in March 2020 in response to COVID-19, and as of June 30, 2021 2,130 were re-opened and operating, of which 2,026 were franchisee-owned stores and 104 were corporate-owned stores.
v3.21.2
Summary of significant accounting policies (Policies)
6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]  
Basis of presentation and consolidation Basis of presentation and consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consi