Edgar Filing: Planet Fitness, Inc.

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________to ______________

Commission file number: 001-37534

PLANET FITNESS, INC.

(Exact Name of Registrant as Specified in Its Charter)



Delaware		38-3942097
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

4 Liberty Lane West, Hampton, NH 03842

(Address of Principal Executive Offices and Zip Code)

(603) 750-0001

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	ý	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý

As of November 1, 2018 there were 88,169,242 shares of the Registrant’s Class A Common Stock, par value $0.0001 per share, outstanding and 9,463,730 shares of the Registrant’s Class B Common Stock, par value $0.0001 per share, outstanding.

PLANET FITNESS, INC.

TABLE OF CONTENTS



		Page
	Cautionary Note Regarding Forward-Looking Statements	3
	PART I – FINANCIAL INFORMATION	4
ITEM 1.	Financial Statements	4
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	48
ITEM 4.	Controls and Procedures	49
	PART II – OTHER INFORMATION	50
ITEM 1.	Legal Proceedings	50
ITEM 1A.	Risk Factors	50
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
ITEM 3.	Defaults Upon Senior Securities	52
ITEM 4.	Mine Safety Disclosures	52
ITEM 5.	Other Information	52
ITEM 6.	Exhibits	52
	Signatures	54

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, as well as information included in oral statements or other written statements made or to be made by us, contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, and other future conditions. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “ongoing,” “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. Examples of forward-looking statements include, among others, statements we make regarding:


•	future financial position;


•	business strategy;


•	budgets, projected costs and plans;


•	future industry growth;


•	financing sources;


•	Potential return of capital initiatives;


•	the impact of litigation, government inquiries and investigations; and


•	all other statements regarding our intent, plans, beliefs or expectations or those of our directors or officers.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include, among others, the following:


•	our dependence on the operational and financial results of, and our relationships with, our franchisees and the success of their new and existing stores;


•	risks relating to damage to our brand and reputation;


•	our ability to successfully implement our growth strategy;


•	technical, operational and regulatory risks related to our third-party providers’ systems and our own information systems;


•	our and our franchisees’ ability to attract and retain members;


•	the high level of competition in the health club industry generally;


•	our reliance on a limited number of vendors, suppliers and other third-party service providers;


•	our substantial increased indebtedness as a result of our refinancing and securitization transactions and our ability to incur additional indebtedness or refinance that indebtedness in the future;


•	our future financial performance and our ability to pay principal and interest on our indebtedness;


•	risks relating to our corporate structure and tax receivable agreements; and


•	the other factors identified under the heading “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 1, 2018, and elsewhere in this Quarterly Report on Form 10-Q.

The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Report. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future developments or otherwise.

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PART I-FINANCIAL INFORMATION

1. Financial Statements

Planet Fitness, Inc. and subsidiaries

Condensed consolidated balance sheets

(Unaudited)

(Amounts in thousands, except per share amounts)



	September 30,			December 31,
	2018			2017
Assets
Current assets:
Cash and cash equivalents	$	572,731		$	113,080
Restricted cash	35,915			—
Accounts receivable, net of allowance for bad debts of $74 and $32 at September 30, 2018 and December 31, 2017, respectively	26,145			37,272
Due from related parties	—			3,020
Inventory	6,142			2,692
Restricted assets – national advertising fund	3,418			499
Prepaid expenses	3,813			3,929
Other receivables	10,993			9,562
Other current assets	6,318			6,947
Total current assets	665,475			177,001
Property and equipment, net of accumulated depreciation of $48,960, as of September 30, 2018 and $36,228 as of December 31, 2017	97,240			83,327
Intangible assets, net	237,896			235,657
Goodwill	199,513			176,981
Deferred income taxes	416,707			407,782
Other assets, net	4,608			11,717
Total assets	$	1,621,439		$	1,092,465
Liabilities and stockholders' deficit
Current liabilities:
Current maturities of long-term debt	$	12,000		$	7,185
Accounts payable	23,400			28,648
Accrued expenses	26,764			18,590
Equipment deposits	11,449			6,498
Restricted liabilities – national advertising fund	3,418			490
Deferred revenue, current	21,959			19,083
Payable pursuant to tax benefit arrangements, current	25,578			31,062
Other current liabilities	456			474
Total current liabilities	125,024			112,030
Long-term debt, net of current maturities	1,161,712			696,576
Deferred rent, net of current portion	10,297			6,127
Deferred revenue, net of current portion	25,916			8,440
Deferred tax liabilities	1,730			1,629
Payable pursuant to tax benefit arrangements, net of current portion	405,577			400,298
Other liabilities	1,331			4,302
Total noncurrent liabilities	1,606,563			1,117,372
Commitments and contingencies (Note 12)
Stockholders' equity (deficit):
Class A common stock, $.0001 par value - 300,000 authorized, 88,085 and 87,188 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	9			9
Class B common stock, $.0001 par value - 100,000 authorized, 9,544 and 11,193 shares issued and outstanding as of September 30, 2018 December 31, 2017, respectively	1			1
Accumulated other comprehensive income (loss)	256			(648		)
Additional paid in capital	17,237			12,118
Accumulated deficit	(118,964		)	(130,966		)
Total stockholders' deficit attributable to Planet Fitness Inc.	(101,461		)	(119,486		)
Non-controlling interests	(8,687		)	(17,451		)
Total stockholders' deficit	(110,148		)	(136,937		)
Total liabilities and stockholders' deficit	$	1,621,439		$	1,092,465

See accompanying notes to condensed consolidated financial statements

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Planet Fitness, Inc. and subsidiaries

Condensed consolidated statements of operations

(Unaudited)

(Amounts in thousands, except per share amounts)



	For the three months ended September 30,						For the nine months ended September 30,
	2018			2017			2018			2017
Revenue:
Franchise	$	41,997		$	31,413		$	129,575		$	94,485
Commission income	1,448			4,149			5,012			15,668
National advertising fund revenue	11,377			—			32,997			—
Corporate-owned stores	35,406			28,560			102,365			83,886
Equipment	46,428			33,374			128,589			101,875
Total revenue	136,656			97,496			398,538			295,914
Operating costs and expenses:
Cost of revenue	36,871			25,819			100,114			78,395
Store operations	18,751			15,551			55,154			45,339
Selling, general and administrative	17,233			14,071			52,066			42,659
National advertising fund expense	11,377			—			32,997			—
Depreciation and amortization	8,863			8,137			25,947			23,982
Other (gain) loss	(12		)	(36		)	958			280
Total operating costs and expenses	93,083			63,542			267,236			190,655
Income from operations	43,573			33,954			131,302			105,259
Other expense, net:
Interest income	2,025			18			2,480			24
Interest expense	(17,909		)	(8,938		)	(35,725		)	(26,735		)
Other income (expense)	(27		)	408			(338		)	157
Total other expense, net	(15,911		)	(8,512		)	(33,583		)	(26,554		)
Income before income taxes	27,662			25,442			97,719			78,705
Provision for income taxes	7,190			6,540			23,335			23,933
Net income	20,472			18,902			74,384			54,772
Less net income attributable to non-controlling interests	3,001			3,557			11,158			18,173
Net income attributable to Planet Fitness, Inc.	$	17,471		$	15,345		63,226			$	36,599
Net income per share of Class A common stock:
Basic	$	0.20		$	0.18		$	0.72		$	0.48
Diluted	$	0.20		$	0.18		$	0.72		$	0.48
Weighted-average shares of Class A common stock outstanding:
Basic	88,047			85,663			87,727			76,391
Diluted	88,458			85,734			88,064			76,435

See accompanying notes to condensed consolidated financial statements.

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Planet Fitness, Inc. and subsidiaries

Condensed consolidated statements of comprehensive income (loss)

(Unaudited)

(Amounts in thousands)



	For the three months ended September 30,				For the nine months ended September 30,
	2018		2017		2018			2017
Net income including non-controlling interests	$	20,472	$	18,902	$	74,384		$	54,772
Other comprehensive income (loss), net:
Unrealized gain on interest rate caps, net of tax	606		374		989			730
Foreign currency translation adjustments	40		20		(23		)	25
Total other comprehensive income, net	646		394		966			755
Total comprehensive income including non-controlling interests	21,118		19,296		75,350			55,527
Less: total comprehensive income attributable to non-controlling interests	3,007		3,631		11,221			18,384
Total comprehensive income attributable to Planet Fitness, Inc.	$	18,111	$	15,665	$	64,129		$	37,143

See accompanying notes to condensed consolidated financial statements.

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Planet Fitness, Inc. and subsidiaries

Condensed consolidated statements of cash flows

(Unaudited)

(Amounts in thousands)



	For the nine months ended September 30,
	2018			2017
Cash flows from operating activities:
Net income	$	74,384		$	54,772
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	25,947			23,982
Amortization of deferred financing costs	2,041			1,439
Amortization of favorable leases and asset retirement obligations	280			260
Amortization of interest rate caps	1,170			1,552
Deferred tax expense	19,654			21,344
Loss on extinguishment of debt	4,570			79
Third party debt refinancing expense	—			1,021
Gain on re-measurement of tax benefit arrangement	(354		)	(541		)
Provision for bad debts	8			44
Loss on reacquired franchise rights	360			—
Loss (gain) on disposal of property and equipment	542			(357		)
Equity-based compensation	4,137			1,800
Changes in operating assets and liabilities, excluding effects of acquisitions:
Accounts receivable	10,922			11,099
Due to and due from related parties	3,174			(580		)
Inventory	(3,450		)	1,253
Other assets and other current assets	4,972			(2,413		)
Accounts payable and accrued expenses	2,426			(16,985		)
Other liabilities and other current liabilities	(2,869		)	(724		)
Income taxes	1,028			(1,462		)
Payable pursuant to tax benefit arrangements	(21,706		)	(7,909		)
Equipment deposits	4,950			5,951
Deferred revenue	7,544			(958		)
Deferred rent	4,156			361
Net cash provided by operating activities	143,886			93,028
Cash flows from investing activities:
Additions to property and equipment	(18,601		)	(23,229		)
Acquisition of franchises	(45,752		)	—
Proceeds from sale of property and equipment	196			166
Net cash used in investing activities	(64,157		)	(23,063		)
Cash flows from financing activities:
Principal payments on capital lease obligations	(35		)	—
Proceeds from issuance of long-term debt	1,200,000			—
Repayment of long-term debt	(709,469		)	(5,388		)
Payment of deferred financing and other debt-related costs	(27,191		)	(1,278		)
Premiums paid for interest rate caps	—			(366		)
Exercise of stock options	1,106			172
Repurchase and retirement of Class A common stock	(42,090		)	—
Dividend equivalent payments	(881		)	(1,322		)
Distributions to Continuing LLC Members	(5,369		)	(9,308		)
Net cash provided by (used in) financing activities	416,071			(17,490		)
Effects of exchange rate changes on cash and cash equivalents	(234		)	399
Net increase in cash, cash equivalents and restricted cash	495,566			52,874
Cash, cash equivalents and restricted cash, beginning of period	113,080			40,393
Cash, cash equivalents and restricted cash, end of period	$	608,646		$	93,267
Supplemental cash flow information:
Net cash paid for income taxes	$	3,777		$	3,769
Cash paid for interest	$	20,015		$	23,637
Non-cash investing activities:
Non-cash additions to property and equipment	$	2,217		$	482

See accompanying notes to condensed consolidated financial statements.

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Planet Fitness, Inc. and subsidiaries

Condensed consolidated statements of changes in equity (deficit)

(Unaudited)

(Amounts in thousands)



	Class A common stock				Class B common stock				Accumulated other comprehensive (loss) income			Additional paid- in capital			Accumulated deficit			Non-controlling interests			Total (deficit) equity
	Shares		Amount		Shares		Amount		Accumulated other comprehensive (loss) income			Additional paid- in capital			Accumulated deficit			Non-controlling interests			Total (deficit) equity
Balance at December 31, 2017	87,188		$	9	11,193		$	1	$	(648	)	$	12,118		$	(130,966	)	$	(17,451	)	$	(136,937	)
Net income	—		—		—		—		—			—			63,226			11,158			74,384
Equity-based compensation expense	—		—		—		—		—			4,140			(3		)	—			4,137
Exchanges of Class B common stock	1,640		—		(1,640	)	—		1			(2,913		)	—			2,912			—
Retirement of Class B common stock	—		—		(9	)	—		—			—			—			—			—
Exercise of stock options and vesting of restricted share units	81		—		—		—		—			1,106			—			—			1,106
Repurchase and retirement of Class A common stock	(824	)	—		—		—		—			—			(42,090		)	—			(42,090		)
Tax benefit arrangement liability and deferred taxes arising from exchanges of Class B common stock	—		—		—		—		—			2,786			—			—			2,786
Forfeiture of dividend equivalents	—		—		—		—		—			—			61			—			61
Distributions paid to members of Pla-Fit Holdings	—		—		—		—		—			—			—			(5,369		)	(5,369		)
Cumulative effect adjustment (Note 15)	—		—		—		—		—			—			(9,192		)	—			(9,192		)
Other comprehensive income	—		—		—		—		903			—			—			63			966
Balance at September 30, 2018	88,085		$	9	9,544		$	1	$	256		$	17,237		$	(118,964	)	$	(8,687	)	$	(110,148	)

See accompanying notes to condensed consolidated financial statements.

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Planet Fitness, Inc. and subsidiaries

Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

(1) Business Organization

Planet Fitness, Inc. (the “Company”), through its subsidiaries, is a franchisor and operator of fitness centers, with more than 12.2 million members and 1,646 owned and franchised locations (referred to as stores) in 50 states, the District of Columbia, Puerto Rico, Canada, the Dominican Republic, Panama and Mexico as of September 30, 2018.

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. 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.

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 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 September 30, 2018, Planet Fitness, Inc. held 100.0% of the voting interest and 90.2% 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 9.8% economic interest in Pla-Fit Holdings.

(2) 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 nine months ended September 30, 2018 and 2017 are unaudited. The condensed consolidated balance sheet as of December 31, 2017 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, 2017 (the “Annual Report”) filed with the SEC on March 1, 2018. 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, as a result of the recapitalization transactions, 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

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Planet Fitness, Inc. and subsidiaries

Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

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 assets and liabilities in connection with acquisitions, valuation of equity-based compensation awards, the evaluation of the recoverability of goodwill and long-lived assets, including intangible assets, income taxes, including deferred tax assets and liabilities and reserves for unrecognized tax benefits, and the liability for the Company’s tax benefit arrangements.

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 September 30, 2018 and December 31, 2017:



	Total fair value at September 30, 2018		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Interest rate caps	$	—	$	—	$	—	$	—
	Total fair value at December 31, 2017		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Interest rate caps	$	340	$	—	$	340	$	—

The carrying value and estimated fair value of long-term debt as of September 30, 2018 and December 31, 2017 were as follows:



	September 30, 2018				December 31, 2017
	Carrying value		Estimated fair value⁽¹⁾		Carrying value		Estimated fair value⁽²⁾
Long-term debt	$	1,200,000	$	1,195,278	$	709,470	$	709,470

(1) The estimated fair value of our 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.

(2) The carrying value of the Term Loan B debt approximated fair value as of December 31, 2017 as it was variable rate debt.

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Planet Fitness, Inc. and subsidiaries

Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

(d) Recent accounting pronouncements

The FASB issued ASU No. 2014-9, 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. The Company has adopted the guidance as of January 1, 2018 on a modified retrospective basis. See Note 15 for details about the effect of adoption.

The FASB issued ASU No. 2016-2, 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. 2016-15, 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 has adopted the guidance as of January 1, 2018 on a prospective basis, noting no material impact on its consolidated financial statements.

The FASB issued ASU No. 2017-4, Intangibles–Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, in January 2017. This guidance eliminates the requirement to calculate the implied fair value, essentially eliminating step two from the goodwill impairment test. The new standard requires goodwill impairment to be based upon the results of step one of the impairment test, which is defined as the excess of the carrying value of a reporting unit over its fair value. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. 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, Derivatives and Hedging (Topic 815): 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 FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, in August 2018. The guidance helps align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This guidance will be effective for fiscal years beginning after December 15, 2019, including interim periods within that year, but allows for early adoption. 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 September 30, 2018 and December 31, 2017 are as follows:

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Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)



	September 30, 2018				December 31, 2017
	Assets		Liabilities		Assets		Liabilities
PF Melville	$	4,695	$	—	$	4,420	$	—
MMR	3,512		—		3,360		—
Total	$	8,207	$	—	$	7,780	$	—

The Company also has variable interests in certain franchisees mainly through the guarantee of certain debt and lease agreements 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 $798 and $979 as of September 30, 2018 and December 31, 2017, 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) Acquisition

Colorado Acquisition

On August 10, 2018, the Company purchased from one of its franchisees certain assets associated with four franchisee-owned stores in Colorado for a cash payment of $17,249. As a result of the transaction, the Company incurred a loss on unfavorable reacquired franchise rights of $10, which has been reflected in other operating costs in the statement of operations. The loss incurred reduced the net purchase price to $17,239. The Company financed the purchase through cash on hand. The acquired stores are included in the Corporate-owned stores segment.

The preliminary purchase consideration was allocated as follows:



	Amount
Fixed assets	3,873
Reacquired franchise rights	4,610
Customer relationships	140
Favorable leases, net	80
Other assets	143
Goodwill	8,476
Liabilities assumed, including deferred revenues	(83	)
	17,239

The goodwill created through the purchase is attributable to the assumed future value of the cash flows from the stores acquired. The goodwill is amortizable and deductible for tax purposes over 15 years.

The acquisition was not material to the results of operations, financial position or cash flows of the Company.

Certain estimated values for the Colorado acquisition, including goodwill and intangible assets, are not yet finalized and are subject to revision as additional information becomes available and more detailed analyses are completed.

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Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

Long Island Acquisition

On January 1, 2018, the Company purchased from one of its franchisees certain assets associated with six franchisee-owned stores in New York for a cash payment of $28,503. As a result of the transaction, the Company incurred a loss on unfavorable reacquired franchise rights of $350, which has been reflected in other operating costs in the statement of operations. The loss incurred reduced the net purchase price to $28,153. The Company financed the purchase through cash on hand. The acquired stores are included in the Corporate-owned stores segment.

The purchase consideration was allocated as follows:



	Amount
Fixed assets	$	4,672
Reacquired franchise rights	7,640
Customer relationships	1,150
Favorable leases, net	520
Reacquired area development rights	150
Other assets	275
Goodwill	14,056
Liabilities assumed, including deferred revenues	(310		)
	$	28,153

The acquisition was not material to the results of operations, financial position or cash flows of the Company.

(5) Goodwill and Intangible Assets

A summary of goodwill and intangible assets at September 30, 2018 and December 31, 2017 is as follows:



September 30, 2018	Weighted average amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying Amount
Customer relationships	11.0	$	173,063	(96,201		)	$	76,862
Noncompete agreements	5.0	14,500		(14,500		)	—
Favorable leases	7.6	3,545		(2,248		)	1,297
Order backlog	0.4	3,400		(3,400		)	—
Reacquired franchise rights	7.1	21,199		(7,890		)	13,309
Reacquired ADA rights	5.0	150		(22		)	128
		215,857		(124,261		)	91,596
Indefinite-lived intangible:
Trade and brand names	N/A	146,300		—			146,300
Total intangible assets		$	362,157	$	(124,261	)	$	237,896
Goodwill		$	199,513	$	—		$	199,513

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Notes to Condensed Consolidated financial statements

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(Amounts in thousands, except share and per share amounts)



December 31, 2017	Weighted average amortization period (years)	Gross carrying amount		Accumulated amortization			Net carrying 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

The Company determined that no impairment charges were required during any periods presented and the increase to goodwill was due to the acquisition of six franchisee-owned stores on January 1, 2018, and the acquisition of four franchisee-owned stores on August 10, 2018 (Note 4).

Amortization expense related to the intangible assets totaled $4,027 and $4,697 for the three months ended September 30, 2018 and 2017, respectively, and $12,052 and $14,122 for the nine months ended September 30, 2018 and 2017. Included within these total amortization expense amounts are $93 and $75 related to amortization of favorable leases for the three months ended September 30, 2018 and 2017, respectively, and $276 and $255 for the nine months ended September 30, 2018 and 2017, respectively. Amortization of favorable leases is recorded within store operations as a component of rent expense in the consolidated statements of operations. The anticipated annual amortization expense related to intangible assets to be recognized in future years as of September 30, 2018 is as follows:



	Amount
Remainder of 2018	$	4,026
2019	16,111
2020	14,260
2021	14,234
2022	14,426
Thereafter	28,539
Total	$	91,596

(6) Long-Term Debt

Long-term debt as of September 30, 2018 and December 31, 2017 consists of the following:



	September 30, 2018			December 31, 2017
Class A-2-I notes	$	575,000		$	—
Class A-2-II notes	625,000			—
Term loan B, repaid August 2018	—			709,470
Total debt, excluding deferred financing costs	1,200,000			709,470
Deferred financing costs, net of accumulated amortization	(26,288		)	(5,709		)
Total debt	1,173,712			703,761
Current portion of long-term debt and line of credit	12,000			7,185
Long-term debt, net of current portion	$	1,161,712		$	696,576

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Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

Future annual principal payments of long-term debt as of September 30, 2018 are as follows:



	Amount
Remainder of 2018	$	3,000
2019	12,000
2020	12,000
2021	12,000
2022	562,563
Thereafter	598,437
Total	$	1,200,000

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 “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 “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 “Class A-2-II Notes” and, together with the Class A-2-I Notes, the “Class A-2 Notes”) with an initial principal amount of $625,000. In connection with the issuance of the Class A-2 Notes, the Master Issuer also entered into a revolving financing facility that allows for the issuance of up to $75,000 in Series 2018-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes” and together with the Class A-2 Notes, the “Series 2018-1 Senior Notes”), and certain letters of credit, all of which is currently undrawn. The Series 2018-1 Senior 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 Series 2018-1 Senior Notes and that have pledged substantially all of their assets to secure the Series 2018-1 Senior Notes.

Interest and principal payments on the Class A-2 Notes are payable on a quarterly basis. The requirement to make such quarterly principal payments on the Class A-2 Notes is subject to certain financial conditions set forth in the Indenture. The legal final maturity date of the Class A-2 Notes is in September 2048, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the Class A-2-I Notes will be repaid in September 2022 and the Class A-2-II Notes will be repaid in September 2025 (together, the "Anticipated Repayment Dates"). If the Master Issuer has not repaid or refinanced the Class A-2 Notes prior to the respective Anticipated Repayment Dates, additional interest will accrue pursuant to the Indenture.

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

In connection with the issuance of the Series 2018-1 Senior Notes, the Company incurred debt issuance costs of $27,191. The debt issuance costs are being amortized to “Interest expense” through the Anticipated Repayment Dates of the Class A-2 Notes utilizing the effective interest rate method.

The Series 2018-1 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 Series 2018-1 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 Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Series 2018-1 Senior Notes are in stated ways defective or ineffective, and (iv) covenants relating to recordkeeping, access to information and similar matters. The Series 2018-1 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

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Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

or refinance the Class A-2 Notes on the applicable scheduled Anticipated Repayment Dates. The Series 2018-1 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 Series 2018-1 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 Company’s Series 2018-1 Senior Notes. As of September 30, 2018, the Company had restricted cash held by the Trustee of $35,915. 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.

The proceeds from the issuance of the Class A-2 Notes were used to repay all amounts outstanding on the Term Loan B under the Company’s prior credit facility. As a result, the Company recorded a loss on early extinguishment of debt of $4,570 within interest expense on the consolidated statement of operations, primarily consisting of the write-off of deferred costs related to the prior credit facility. In connection with the repayment of the Term Loan B, the Company terminated the related interest rate caps with notional amounts totaling $219,837, which had been designated as a cash flow hedge. See Note 7 for more information on the interest rate caps.

(7) Derivative Instruments and Hedging Activities

Prior to the refinancing transactions described in Note 6, the Company used 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.

In order to manage the market risk arising from the previously outstanding term loans, the Company entered into a series of interest rate caps. As of September 30, 2018, the Company had no interest rate cap agreements outstanding. In connection with the issuance of the Class A-2 Notes, the Company terminated the interest rate caps it had entered into in order to hedge one month LIBOR greater than 2.5% through March 31, 2019.

The interest rate cap balances of $0 and $340 were recorded within other assets in the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017, respectively. These amounts have been measured at fair value and are considered to be a Level 2 fair value measurement. During the three and nine months ended September 30, 2018, the Company has reversed all historical unrealized gains and losses associated with its interest rate caps due to the termination or maturity of all previously outstanding caps. The Company recorded an increase to the value of its interest rate caps of $356, net of tax of $145, within other comprehensive income (loss) during the three months ended September 30, 2017, respectively, and an increase to the value of its interest rate caps of $730, net of tax of $344, within other comprehensive income (loss) during the nine months ended September 30, 2017.

(8) Related Party Transactions

Amounts due from related parties of $0 and $3,020 as of September 30, 2018 and December 31, 2017. The balance at December 31, 2017 primarily related to reimbursements for certain taxes accrued or paid by the Company (see Note 11).

Activity with entities considered to be related parties is summarized below:



	For the three months ended September 30,				For the nine months ended September 30,
	2018		2017		2018		2017
Franchise revenue	$	897	$	344	$	2,453	$	1,174
Equipment revenue	1,472		4		1,782		577
Total revenue from related parties	$	2,369	$	348	4,235		$	1,751

Additionally, the Company had deferred area development agreement revenue from related parties of $817 and $389 as of September 30, 2018 and December 31, 2017, respectively.

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Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

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 had payables to related parties pursuant to tax benefit arrangements of $52,521 and $44,794, as of September 30, 2018 and December 31, 2017, respectively (see Note 11).

The Company provides administrative services to Planet Fitness NAF, LLC (“NAF”) and charges NAF a fee for providing these services. The services provided include accounting services, information technology, data processing, product development, legal and administrative support, and other operating expenses, which amounted to $676 and $643 for the three months ended September 30, 2018 and 2017, respectively, and $1,872 and $1,645 for the nine months ended September 30, 2018 and 2017, respectively.

(9) Stockholder’s Equity

Pursuant to the exchange agreement between the Company and the Continuing LLC Owners, the Continuing LLC Owners (or certain permitted transferees thereof) have the right, from time to time and subject to the terms of the exchange agreement, to exchange their Holdings Units, along with a corresponding number of shares of Class B common stock, for shares of Class A common stock (or cash at the option of the Company) on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and similar transactions. In connection with any exchange of Holdings Units for shares of Class A common stock by a Continuing LLC Owner, the number of Holdings Units held by the Company is correspondingly increased as it acquires the exchanged Holdings Units, and a corresponding number of shares of Class B common stock are cancelled.

During the nine months ended September 30, 2018, certain existing holders of Holdings Units exercised their exchange rights and exchanged 1,640,020 Holdings Units for 1,640,020 newly-issued shares of Class A common stock. Simultaneously, and in connection with these exchanges, 1,640,020 shares of Class B common stock were surrendered by the holders of Holdings Units that exercised their exchange rights and cancelled. Additionally, in connection with these exchanges, Planet Fitness, Inc. received 1,640,020 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings.

Pursuant to the Company's share repurchase program, which was increased to $500,000 on August 3, 2018, during the nine months ended September 30, 2018, the Company repurchased and retired 824,312 shares of Class A common stock for a total cost of $42,090.

As a result of the above transactions, as of September 30, 2018:


•	Holders of our Class A common stock owned 88,084,736 shares of our Class A common stock, representing 90.2% of the voting power in the Company and, through the Company, 88,084,736 Holdings Units representing 90.2% of the economic interest in Pla-Fit Holdings; and


•	the Continuing LLC Owners collectively owned 9,543,730 Holdings Units, representing 9.8% of the economic interest in Pla-Fit Holdings, and 9,543,730 shares of our Class B common stock, representing 9.8% of the voting power in the Company.

(10) 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.

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Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

The following table sets forth reconciliations used to compute basic and diluted earnings per share of Class A common stock:



	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Numerator
Net income	$	20,472	$	18,902	$	74,384	$	54,772
Less: net income attributable to non-controlling interests	3,001		3,557		11,158		18,173
Net income attributable to Planet Fitness, Inc.	$	17,471	$	15,345	$	63,226	$	36,599
Denominator
Weighted-average shares of Class A common stock outstanding - basic	88,047,401		85,662,650		87,727,300		76,391,277
Effect of dilutive securities:
Stock options	382,499		66,610		319,610		38,524
Restricted stock units	27,904		5,196		17,141		5,018
Weighted-average shares of Class A common stock outstanding - diluted	88,457,804		85,734,456		88,064,051		76,434,819
Earnings per share of Class A common stock - basic	$	0.20	$	0.18	$	0.72	$	0.48
Earnings per share of Class A common stock - diluted	$	0.20	$	0.18	$	0.72	$	0.48

Weighted average shares of Class B common stock of 10,004,682 and 12,693,076 for the three months ended September 30, 2018 and 2017, respectively, and 10,550,857 and 22,010,095 for the nine months ended September 30, 2018 and 2017, respectively, were evaluated under the if-converted method for potential dilutive effects and were not determined to be dilutive. Weighted average stock options outstanding of 36,342 and 466,278 for the three months ended September 30, 2018 and 2017, respectively and 114,628 and 423,870 for the nine months ended September 30, 2018 and 2017, respectively, were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive. Weighted average RSUs outstanding of 0 and 2,924 for the three months ended September 30, 2018 and 2017, respectively, and 11,245 and 985 for the nine months ended September 30, 2018 and 2017, respectively, were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive.

(11) 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 26.0% and 25.7% for the three months ended September 30, 2018 and 2017, respectively and the increase was primarily attributable to the recognition of an income tax benefit in connection with the filing of tax returns in the three months ended September 30, 2017, offset by a lower U.S. statutory tax rate in 2018. The Company’s effective tax rate was 23.9% and 30.4% for the nine months ended September 30, 2018 and 2017, respectively, and the reduction in the effective tax rate was primarily attributable to the lower U.S. statutory tax rate in 2018, partially offset by the Company’s increased pro rata share of income from Pla-Fit Holdings. The impact of discrete items was not material. The Company was also subject to taxes in foreign jurisdictions. Undistributed earnings of foreign operations were not material for the three and nine months ended September 30, 2018 and 2017.

Net deferred tax assets of $414,977 and $406,153 as of September 30, 2018 and December 31, 2017, 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 September 30, 2018, the Company does not have any material net operating loss carryforwards.

As of September 30, 2018 and December 31, 2017, the total liability related to uncertain tax positions was $300 and $2,608, respectively. During the nine months ended September 30, 2018, the Company settled a tax examination for $2,625 which was fully indemnified. At the date of settlement the Company had recorded on its balance sheet an uncertain tax position reserve and

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Notes to Condensed Consolidated financial statements

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(Amounts in thousands, except share and per share amounts)

related indemnification asset of $2,967 reflecting principal and interest and therefore released $342 as an offset to provision for income taxes and also released an indemnification asset of $342 through other expense. 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 nine months ended September 30, 2018 and 2017 were not material.

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 H.R. 1, originally known as the Tax Cuts and Jobs Act ("2017 Tax Act"). As of December 31, 2017, the Company made reasonable provisional estimates of the effects of the Tax Act on our consolidated financial statements and tax disclosures, including changes to existing deferred tax balances, the mandatory repatriation tax and remeasurement of our tax benefit arrangements. At September 30, 2018, the Company has not completed the accounting for the effects of the 2017 Tax Act.

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 nine months ended September 30, 2018, 1,640,020 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 that occurred in conjunction with the exchanges, we recorded a decrease to our net deferred tax assets of $921 during the nine months ended September 30, 2018. As a result of these exchanges, during the nine months ended September 30, 2018, we also recognized deferred tax assets in the amount of $25,559, and corresponding tax benefit arrangement liabilities of $21,852, representing 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 September 30, 2018 and December 31, 2017, the Company had a liability of $431,155 and $431,360, 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 2018	$	8,764
2019	24,447
2020	24,899
2021	25,323
2022	25,812
Thereafter	321,910
Total	$	431,155

(12) 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. 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.

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Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

(13) Segments

The Company has three reportable segments: (i) Franchise; (ii) Corporate-owned stores; and (iii) Equipment.

The Company’s operations are organized and managed by type of products and services and segment information is reported accordingly. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer. The CODM reviews financial performance and allocates resources by reportable segment. There have been no operating segments aggregated to arrive at the Company’s reportable segments.

The Franchise segment includes operations related to the Company’s franchising business in the United States, Puerto Rico, Canada, the Dominican Republic, Panama and Mexico, including revenues and expenses from the NAF beginning on January 1, 2018 (see Note 15). 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 three and nine months ended September 30, 2018 and 2017. 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 September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Revenue
Franchise segment revenue - U.S.	$	53,528	$	35,025	$	164,225	$	108,470
Franchise segment revenue - International	1,294		537		3,359		1,683
Franchise segment total	54,822		35,562		167,584		110,153
Corporate-owned stores - U.S.	34,323		27,414		99,020		80,597
Corporate-owned stores - International	1,083		1,146		3,345		3,289
Corporate-owned stores total	35,406		28,560		102,365		83,886
Equipment segment - U.S.	46,428		33,374		128,589		101,875
Equipment segment total	46,428		33,374		128,589		101,875
Total revenue	$	136,656	$	97,496	$	398,538	$	295,914

Franchise segment revenue includes franchise revenue, NAF revenue, and commission income.

Franchise revenue includes revenue generated from placement services of $2,518 and $2,433 for the three months ended September 30, 2018 and 2017, respectively, and $7,694 and $7,410 for the nine months September 30, 2018 and 2017, respectively.



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
Segment EBITDA
Franchise	$	37,075		$	29,925		$	113,793		$	94,444
Corporate-owned stores	15,279			12,046			42,115			35,579
Equipment	9,654			7,683			28,579			23,587
Corporate and other	(9,599		)	(7,155		)	(27,576		)	(24,212		)
Total Segment EBITDA	$	52,409		$	42,499		$	156,911		$	129,398

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Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

The following table reconciles total Segment EBITDA to income before taxes:



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
Total Segment EBITDA	$	52,409		$	42,499		$	156,911		$	129,398
Less:
Depreciation and amortization	8,863			8,137			25,947			23,982
Other expense	(27		)	408			(338		)	157
Income from operations	43,573			33,954			131,302			105,259
Interest income	2,025			18			2,480			24
Interest expense	(17,909		)	(8,938		)	(35,725		)	(26,735		)
Other expense	(27		)	408			(338		)	157
Income before income taxes	$	27,662		$	25,442		$	97,719		$	78,705

The following table summarizes the Company’s assets by reportable segment:



	September 30, 2018		December 31, 2017
Franchise	$	186,416	$	243,348
Corporate-owned stores	228,607		167,367
Equipment	204,592		206,632
Unallocated	1,001,824		475,118
Total consolidated assets	$	1,621,439	$	1,092,465

The table above includes $2,102 and $2,558 of long-lived assets located in the Company’s corporate-owned stores in Canada as of September 30, 2018 and December 31, 2017, respectively. All other assets are located in the U.S.

The following table summarizes the Company’s goodwill by reportable segment:



	September 30, 2018		December 31, 2017
Franchise	$	16,938	$	16,938
Corporate-owned stores	89,909		67,377
Equipment	92,666		92,666
Consolidated goodwill	$	199,513	$	176,981

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Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

(14) Corporate-Owned and Franchisee-Owned Stores

The following table shows changes in our corporate-owned and franchisee-owned stores for the three and nine months ended September 30, 2018 and 2017:



	For the three months ended September 30,				For the nine months ended September 30,
	2018		2017		2018		2017
Franchisee-owned stores:
Stores operated at beginning of period	1,540		1,345		1,456		1,255
New stores opened	40		31		131		122
Stores debranded, sold or consolidated⁽¹⁾	(7	)	(2	)	(14	)	(3	)
Stores operated at end of period	1,573		1,374		1,573		1,374

Corporate-owned stores:
Stores operated at beginning of period	68		58		62		58
New stores opened	1		—		1		—
Stores acquired from franchisees	4		—		10		—
Stores operated at end of period	73		58		73		58

Total stores:
Stores operated at beginning of period	1,608		1,403		1,518		1,313
New stores opened	41		31		132		122
Stores acquired, debranded, sold or consolidated⁽¹⁾	(3	)	(2	)	(4	)	(3	)
Stores operated at end of period	1,646		1,432		1,646		1,432

(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.

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Planet Fitness, Inc. and subsidiaries

Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

(15) Revenue recognition

Revenue from Contracts with Customers

We transitioned to FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts with Customers (“ASC 606”), from ASC Topic 605, Revenue Recognition and ASC Subtopic 952-605, Franchisors - Revenue Recognition (together, the “Previous Standards”) on January 1, 2018 using the modified retrospective transition method. Our Financial Statements reflect the application of ASC 606 guidance beginning in 2018, while our consolidated financial statements for prior periods were prepared under the guidance of Previous Standards. The $9,192 cumulative effect of our transition to ASC 606 is reflected as an adjustment to January 1, 2018 stockholders' deficit.

Our transition to ASC 606 represents a change in accounting principle. ASC 606 eliminates industry-specific guidance and provides a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of ASC 606 is that a reporting entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the reporting entity expects to be entitled in exchange for those goods or services.

Revenue Recognition Significant Accounting Policies under ASC 606

The Company's revenues are comprised of franchise revenue, equipment revenue, and corporate-owned stores revenue.

Franchise revenue

Franchise revenues consist primarily of royalties, NAF contributions, initial and renewal franchise fees and upfront fees from area development agreements ("ADAs"), transfer fees, equipment placement revenue, other fees and commission income.

The Company's primary performance obligation under the franchise license is granting certain rights to use the Company's intellectual property, and all other services the Company provides under the ADA and franchise agreement are highly interrelated, not distinct within the contract, and therefore accounted for under ASC 606 as a single performance obligation, which is satisfied by granting certain rights to use our intellectual property over the term of each franchise agreement.

Royalties, including franchisee contributions to national advertising funds, are calculated as a percentage of franchise monthly dues and annual fees over the term of the franchise agreement. Under our franchise agreements, advertising contributions paid by franchisees must be spent on advertising, marketing and related activities. Initial and renewal franchise fees are payable by the franchisee upon signing a new franchise agreement or renewal of an existing franchise agreement, and transfer fees are paid to the Company when one franchisee transfers a franchise agreement to a different franchisee. Our franchise royalties, as well as our NAF contributions, represent sales-based royalties that are related entirely to our performance obligation under the franchise agreement and are recognized as franchise sales occur.

Additionally, under ASC 606, initial and renewal franchise fees, as well as transfer fees, are recognized as revenue on a straight-line basis over the term of the respective franchise agreement. Under the Previous Standards, initial franchise fees were recognized as revenue when the related franchisees signed a lease and completed the Company's new franchisee training. Renewal franchise fees and transfer fees were recognized as revenue upon execution of a new franchise agreement. Our performance obligation under ADAs generally consists of an obligation to grant geographic exclusive area development rights. These development rights are not distinct from franchise agreements, so upfront fees paid by franchisees for exclusive development rights are deferred and apportioned to each franchise agreement signed by the franchisee. The pro-rata amount apportioned to each franchise agreement is accounted for identically to the initial franchise fee.

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.

The Company recognizes commission income from certain of its franchisees’ use of certain preferred vendor arrangements. Commissions are recognized when amounts have been earned and collectability from the vendor is reasonably assured.

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. These fees are recognized as revenue as each transaction occurs.

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Planet Fitness, Inc. and subsidiaries

Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)

Billing transaction fees are paid to the Company by certain of its franchisees for the processing of franchisee membership dues and annual fees through the Company’s third-party hosted point-of-sale system and are recognized as revenue as they are earned.

Equipment revenue

The Company sells and delivers equipment purchased from third-party equipment manufacturers to U.S. based franchisee-owned stores. Revenue is recognized upon transfer of control of ordered items, generally upon delivery to the customer, which is when the customer obtains physical possession of the goods, legal title is transferred, the customer has all risks and rewards of ownership and an obligation to pay for the goods is created. 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 in the transaction because the Company controls the equipment prior to delivery to the final customer as evidenced by its pricing discretion over the goods, inventory transfer of title and risk of loss while the inventory is in transit, and having the primary responsibility to fulfill the customer order and direct the third-party vendor.

Corporate-owned stores revenue

The following revenues are generated from stores owned and operated by the Company.

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.

Contract Liabilities

Contract liabilities consist of deferred revenue resulting from initial and renewal franchise fees and ADA fees paid by franchisees, as well as transfer fees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement. Also included are corporate-owned store enrollment fees, annual fees and monthly fees. We classify these contract liabilities as deferred revenue in our condensed consolidated balance sheets. The following table reflects the change in contract liabilities between the date of adoption (January 1, 2018) and September 30, 2018,



	Contract liabilities
Balance at January 1, 2018	$	40,000
Revenue recognized that was included in the contract liability at the beginning of the year	(18,866		)
Increase, excluding amounts recognized as revenue during the period	26,741
Balance at September 30, 2018	$	47,875

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 September 30, 2018. 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.

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Planet Fitness, Inc. and subsidiaries

Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)



Contract liabilities to be recognized in:	Amount
2018	$	11,369
2019	11,351
2020	2,515
2021	2,275
2022	2,127
Thereafter	18,238
Total	$	47,875

Financial Statement Impact of Transition to ASC 606

As noted above, we transitioned to ASC 606 using the modified retrospective method on January 1, 2018. The cumulative effect of this transition to applicable contracts with customers that were not completed as of January 1, 2018 was recorded as an adjustment to stockholders' deficit as of that date. As a result of applying the modified retrospective method to transition to ASC 606, the following adjustments were made to the consolidated balance sheet as of January 1, 2018 (in millions):

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Planet Fitness, Inc. and subsidiaries

Notes to Condensed Consolidated financial statements

(Unaudited)

(Amounts in thousands, except share and per share amounts)



	As Reported December 31,		Total adjustments			Adjusted January 1,
	2017					2018
Assets
Current assets:
Cash and cash equivalents	$	113,080	$	—		$	113,080
Accounts receivable, net	37,272		—			37,272
Due from related parties	3,020		—			3,020
Inventory	2,692		—			2,692
Restricted assets – national advertising fund	499		—			499
Prepaid expenses	3,929		—			3,929
Other receivables	9,562		—			9,562
Other current assets	6,947		—			6,947
Total current assets	177,001		—			177,001
Property and equipment, net	83,327		—			83,327
Intangible assets, net	235,657		—			235,657
Goodwill	176,981		—			176,981
Deferred income taxes	407,782		3,285			411,067
Other assets, net	11,717		—			11,717
Total assets	$	1,092,465	$	3,285		$	1,095,750
Liabilities and stockholders' equity (deficit)
Current liabilities:
Current maturities of long-term debt	$	7,185	$	—		$	7,185
Accounts payable	28,648		—			28,648
Accrued expenses	18,590		—			18,590
Equipment deposits	6,498		—			6,498
Restricted liabilities – national advertising fund	490		—			490
Deferred revenue, current	19,083		(764		)	18,319
Payable pursuant to tax benefit arrangements, current	31,062		—			31,062
Other current liabilities	474		—			474
Total current liabilities	112,030		(764		)	111,266
Long-term debt, net of current maturities	696,576		—			696,576
Deferred rent, net of current portion	6,127		—			6,127
Deferred revenue, net of current portion	8,440		13,241			21,681
Deferred tax liabilities	1,629		—			1,629
Payable pursuant to tax benefit arrangements, net of current portion	400,298		—