Planet Fitness, Inc. Announces Fourth Quarter and Fiscal Year 2017 Results

Fourth Quarter System-Wide Same Store Sales Increased 11.6% 210 New Planet Fitness Stores Opened System Wide in 2017 Company Increases Share Repurchase Program to $100 Million

February 22, 2018 4:05 PM EST

HAMPTON, N.H., Feb. 22, 2018 /PRNewswire/ -- Planet Fitness, Inc. (NYSE: PLNT) today reported financial results for its fourth quarter and fiscal year ended December 31, 2017 and announced full year 2018 outlook.

Fourth Quarter Fiscal 2017 Highlights

  • Total revenue increased from the prior year period by 15.1% to $134.0 million.
  • System-wide same store sales increased 11.6%.
  • Net loss attributable to Planet Fitness, Inc. was $3.5 million, or $0.04 per diluted share, which includes the net negative impact of approximately $17.2 million related to the remeasurement of the Company's deferred tax assets and tax benefit arrangements due to recent tax reform, compared to net income attributable to Planet Fitness, Inc. of $10.6 million, or $0.18 per diluted share in the prior year period.
  • Net income was $0.8 million, which includes the net negative impact of approximately $17.2 million related to the remeasurement of the Company's deferred tax assets and tax benefit arrangements due to recent tax reform, compared to $21.9 million in the prior year period.
  • Adjusted net income(1) increased 19.1% to $23.5 million, or $0.24 per diluted share, compared to $19.7 million, or $0.20 per diluted share in the prior year period.
  • Adjusted EBITDA(1) increased 16.0% to $51.2 million from $44.1 million in the prior year period.
  • 88 new Planet Fitness stores were opened system-wide during the period, bringing system-wide total stores to 1,518 at December 31, 2017.

Fiscal Year 2017 Highlights  

  • Total revenue increased from the prior year by 13.7% to $429.9 million.
  • System-wide same store sales increased 10.2%.
  • Net income attributable to Planet Fitness, Inc. was $33.1 million, or $0.42 per diluted share, which includes the net negative impact of approximately $17.2 million related to the remeasurement of the Company's deferred tax assets and tax benefit arrangements due to recent tax reform, compared to $21.5 million, or $0.50 per diluted share, in the prior year period.
  • Net income was $55.6 million, which includes the net negative impact of approximately $17.2 million related to the remeasurement of the Company's deferred tax assets and tax benefit arrangements due to recent tax reform, compared to $71.2 million in the prior year.
  • Adjusted net income(1) increased 21.8% to $82.3 million, or $0.84 per diluted share, compared to $67.6 million, or $0.69 per diluted share in the prior year.
  • Adjusted EBITDA(1) increased 22.7% to $184.7 million from $150.6 million in the prior year.
  • 210 new Planet Fitness stores were opened system-wide during the year, bringing system-wide total stores to 1,518 at December 31, 2017.

(1) Adjusted net income and Adjusted EBITDA are non-GAAP measures. For reconciliations of Adjusted EBITDA and Adjusted net income to U.S. GAAP ("GAAP") net income see "Non-GAAP Financial Measures" accompanying this release.

Christopher Rondeau, Chief Executive Officer, commented, "We completed our 11th consecutive year of positive system-wide same store sales growth with a fourth quarter gain of 11.6%, our largest quarterly percentage increase of 2017. Our business has continued to accelerate, which is a testament to the growing strength of our brand and the appeal of our affordable, non-intimidating fitness offering, especially with casual and first-time gym users. With the addition of 1.7 million net new members and a record 210 new store openings system-wide in 2017, we've continued to build on our leading market share position through effective national and local advertising programs and expanding our geographic footprint in new and existing markets. We begin the New Year with great brand momentum and numerous opportunities to further grow our business in the near and long-term, including significant store development opportunities, increased brand and marketing investments, and using technology to enhance member experiences."

Operating Results for the Fourth Quarter Ended December 31, 2017

For the fourth quarter of 2017, total revenue increased $17.6 million or 15.1% to $134.0 million from $116.4 million in the prior year period. By segment:

  • Franchise segment revenue, which includes commission income, increased $7.9 million or 24.6% to $40.0 million from $32.1 million in the prior year period;
  • Corporate-owned stores segment revenue increased $2.3 million or 8.7% to $28.2 million from $26.0 million in the prior year period; and
  • Equipment segment revenue increased $7.5 million or 12.8% to $65.8 million from $58.3 million.

System-wide same store sales increased 11.6%. By segment, franchisee-owned same store sales increased 11.9% and corporate-owned same store sales increased 5.6%.

For the fourth quarter of fiscal 2017, net income was $0.8 million and net income attributable to Planet Fitness Inc. was a loss of $3.5 million, or $0.04 per diluted share, compared to net income of $21.9 million and net income attributable to Planet Fitness Inc. of $10.6 million, or $0.18 per diluted share in the prior year period. Both amounts in 2017 include the net negative impact of approximately $17.2 million related to the remeasurement of the Company's deferred tax assets and tax benefit arrangements due to recent tax reform. Adjusted net income (see "Non-GAAP Financial Measures") increased 19.1% to $23.5 million, or $0.24 per diluted share, from $19.7 million, or $0.20 per diluted share, in the prior year period. Adjusted net income has been adjusted to reflect a normalized federal income tax rate of 39.5% for the current and comparable prior year period and excludes certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see "Non-GAAP Financial Measures"). 

Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see "Non-GAAP Financial Measures"), increased 16.0% to $51.2 million from $44.1 million in the prior year period.

Segment EBITDA represents our Total Segment EBITDA broken down by the Company's reportable segments. Total Segment EBITDA is equal to EBITDA, which is defined as net income before interest, taxes, depreciation and amortization (see "Non-GAAP Financial Measures").

  • Franchise segment EBITDA increased $6.1 million or 23.4% to $32.0 million driven by royalties from both new stores and higher same store sales;
  • Corporate-owned stores segment EBITDA increased $0.7 million or 6.5% to $11.3 million driven by higher same store sales and annual fee revenue, partially offset by higher pre-opening costs associated with four corporate-owned stores opened during the fourth quarter; and
  • Equipment segment EBITDA decreased $0.2 million or 1.0% to $15.0 million. In the fourth quarter of 2016, equipment segment EBITDA included a gain of $1.8 million recorded in connection with the write-off of a previously accrued equipment discount.

Operating Results for the Fiscal Year Ended December 31, 2017

For the fiscal year ended December 31, 2017, total revenue increased $51.7 million or 13.7% to $429.9 million from $378.2 million in the prior year. By segment:  

  • Franchise segment revenue, which includes commission income, increased $33.7 million or 28.9% to $150.2 million from $116.5 million in the prior year;
  • Corporate-owned stores segment revenue increased $7.4 million or 7.1% to $112.1 million from $104.7 million in the prior year; and
  • Equipment segment revenue increased $10.6 million or 6.8% to $167.7 million from $157.0 million in the prior year.

System-wide same store sales increased 10.2% from the prior year. By segment, franchisee-owned same store sales increased 10.5% and corporate-owned same store sales increased 4.9% from the prior year.

For full year fiscal 2017, net income was $55.6 million and net income attributable to Planet Fitness Inc. was $33.1 million, or $0.42 per diluted share, compared to net income of $71.2 million and net income attributable to Planet Fitness, Inc. of $21.5 million, or $0.50 per diluted share in the prior year. Both amounts in 2017 include the net negative impact of approximately $17.2 million related to the remeasurement of the Company's deferred tax assets and tax benefit arrangements due to recent tax reform.  Adjusted net income (see "Non-GAAP Financial Measures") increased 21.8% to $82.3 million, or $0.84 per diluted share, from $67.6 million, or $0.69 per diluted share, in the prior year. Adjusted net income has been adjusted to reflect a normalized federal income tax rate of 39.5% for the current year and comparable prior year period and excludes certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see "Non-GAAP Financial Measures").

Adjusted EBITDA (see "Non-GAAP Financial Measures") increased $34.1 million or 22.7% to $184.7 million in 2017 from $150.6 million in the prior year.

Segment EBITDA represents our Total Segment EBITDA broken down by the Company's reportable segments. Total Segment EBITDA is equal to EBITDA, which is defined as net income before interest, taxes, depreciation and amortization (see "Non-GAAP Financial Measures"). 

  • Franchise segment EBITDA increased $29.2 million or 30.0% to $126.5 million;
  • Corporate-owned stores segment EBITDA increased $6.0 million or 14.7% to $46.9 million; and
  • Equipment segment EBITDA increased $2.1 million or 5.8% to $38.5 million. In 2016, equipment segment EBITDA included a gain of $1.8 million recorded in connection with the write-off of a previously accrued equipment discount.

Share Repurchase Program

The Company announced that its Board of Directors approved an increase of $80 million to its current $20 million share repurchase program, bringing the total authorized amount available for repurchase to $100 million. The timing of the purchases and the amount of stock repurchased is subject to the Company's discretion and will depend on market and business conditions, the Company's general working capital needs, stock price, applicable legal requirements and other factors. Our ability to repurchase shares at any particular time is also subject to continued compliance with the terms of our credit agreement. Purchases may be effected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing. Planet Fitness is not obligated under the program to acquire any particular amount of stock and can suspend or terminate the program at any time.

2018 Outlook

For the year ending December 31, 2018, the Company expects:

  • Total revenue increase of approximately 20%;
  • System-wide same store sales growth in the high single digit percentage range; and
  • Adjusted net income and adjusted net income per diluted share to increase approximately 40%.

Presentation of Financial Measures

Planet Fitness, Inc. (the "Company") was formed in March 2015 for the purpose of facilitating the initial public offering (the "IPO") and related recapitalization transactions that occurred in August 2015, and in order to carry on the business of Pla-Fit Holdings, LLC ("Pla-Fit Holdings") and its subsidiaries. As the sole managing member of Pla-Fit Holdings, the Company operates and controls all of the business and affairs of Pla-Fit Holdings, and through Pla-Fit Holdings, conducts its business. As a result, the Company consolidates Pla-Fit Holdings' financial results and reports a non-controlling interest related to the portion of Pla-Fit Holdings not owned by the Company. The financial results in periods prior to the IPO and related recapitalization transactions are of Pla-Fit Holdings, as the predecessor to the Company for accounting and reporting purposes. Accordingly, these historical results do not purport to reflect what the results of operations of the Company or Pla-Fit Holdings would have been had the IPO and related recapitalization transactions occurred prior to August 2015.

The financial information presented in this release includes non-GAAP financial measures such as EBITDA, Segment EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted to provide measures that we believe are useful to investors in evaluating the Company's performance. These non-GAAP financial measures are supplemental measures of the Company's performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with, GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted. The Company's presentation of Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted should not be construed as an inference that the Company's future results will be unaffected by similar amounts or other unusual or nonrecurring items. See the tables at the end of this press release for a reconciliation of EBITDA, Adjusted EBITDA, Total Segment EBITDA, Adjusted net income, and Adjusted net income per share, diluted, to their most directly comparable GAAP financial measure.

The non-GAAP financial measures used in our full-year outlook will differ from net income and net income per share, diluted, determined in accordance with GAAP in ways similar to those described in the reconciliations at the end of this press release. We do not provide guidance for net income or net income per share, diluted, determined in accordance with GAAP or a reconciliation of guidance for Adjusted net income and Adjusted net income per share, diluted, to the most directly comparable GAAP measure because we are not able to predict with reasonable certainty the amount or nature of all items that will be included in our net income and net income per share, diluted, for the year ended December 31, 2018. These items are uncertain, depend on many factors and could have a material impact on our net income and net income per share, diluted, for the year ended December 31, 2018.

Investor Conference Call

The Company will hold a conference call at 4:30 pm (ET) on February 22, 2018 to discuss the news announced in this press release. A live webcast of the conference call will be accessible at www.planetfitness.com via the "Investor Relations" link. The webcast will be archived on the website for one year.

About Planet Fitness

Founded in 1992 in Dover, N.H., Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the United States by number of members and locations. As of December 31, 2017, Planet Fitness had approximately 10.6 million members and more than 1,500 stores in all 50 states, the District of Columbia, Puerto Rico, Canada, the Dominican Republic and Panama. The Company's mission is to enhance people's lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone®. More than 95% of Planet Fitness stores are owned and operated by independent business men and women.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws, which involve risks and uncertainties.  Forward-looking statements include the Company's statements with respect to expected future performance presented under the heading "2018 Outlook," those attributed to the Company's Chief Executive Officer in this press release and other statements, estimates and projections that do not relate solely to historical facts.. Forward-looking statements can be identified by words such as "expect," "goal," plan," "will," "strategy" and similar references to future periods, although not all forward-looking statements include these identifying words.  Forward-looking statements are not assurances of future performance. Instead, they are based only on the Company's current beliefs, expectations and assumptions regarding the future of the business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results to differ materially include risks and uncertainties associated with competition in the fitness industry, the Company's and franchisees' ability to attract and retain new members, changes in consumer demand, changes in equipment costs, the Company's ability to expand into new markets domestically and internationally, operating costs for the Company and franchisees generally, availability and cost of capital for franchisees, acquisition activity, developments and changes in laws and regulations, our substantial indebtedness, our corporate structure and tax receivable agreements, general economic conditions and the other factors described in the Company's annual report on Form 10-K for the year ended December 31, 2016, and the Company's other filings with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in forward-looking statements, investors should not place undue reliance on forward-looking statements, which reflect the Company's views only as of the date of this press release. Except as required by law, neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this release, whether as a result of new information, future developments or otherwise.

 

 

Planet Fitness, Inc. and subsidiaries Consolidated Statements of Operations(Unaudited)  (Amounts in thousands, except per share amounts)  

For the quarter ended December 31,

For the year ended December 31,

2017

2016

2017

2016

Revenue:

Franchise

$

37,498

$

27,332

$

131,983

$

97,374

Commission income

2,504

4,776

18,172

19,114

Corporate-owned stores

28,228

25,965

112,114

104,721

Equipment

65,798

58,346

167,673

157,032

Total revenue

134,028

116,419

429,942

378,241

Operating costs and expenses:

Cost of revenue

50,871

44,952

129,266

122,317

Store operations

15,318

14,448

60,657

60,121

Selling, general and administrative

17,710

13,539

60,369

50,008

Depreciation and amortization

7,779

8,375

31,761

31,502

Other loss (gain)

73

(963)

353

(1,369)

Total operating costs and expenses

91,751

80,351

282,406

262,579

Income from operations

42,277

36,068

147,536

115,662

Other expense, net:

Interest expense, net

(8,572)

(8,306)

(35,283)

(27,125)

Other income (expense), net

316,771

1,343

316,928

1,371

Total other income (expense), net

308,199

(6,963)

281,645

(25,754)

Income before income taxes

350,476

29,105

429,181

89,908

Provision for income taxes

349,647

7,157

373,580

18,661

Net income

829

21,948

55,601

71,247

Less net income attributable to non-controlling interests

4,282

11,373

22,455

49,747

Net income (loss) attributable to Planet Fitness, Inc.

$

(3,453)

$

10,575

$

33,146

$

21,500

Net income (loss) per share of Class A common stock:

Basic

$

(0.04)

$

0.19

$

0.42

$

0.50

Diluted

$

(0.04)

$

0.18

$

0.42

$

0.50

Weighted-average shares of Class A common stock      outstanding:

Basic

86,386

54,933

78,910

43,300

Diluted

86,386

98,598

78,972

43,305

 

 

Planet Fitness, Inc. and subsidiaries Consolidated Balance Sheets (Unaudited) (Amounts in thousands, except per share amounts) 

December 31,

December 31,

Assets

2017

2016

Current assets:

Cash and cash equivalents

$

113,080

$

40,393

Accounts receivable, net of allowance for bad debts of $32 and $687 at      December 31, 2017 and 2016, respectively

37,272

26,873

Due from related parties

3,020

2,864

Inventory

2,692

1,802

Restricted assets – NAF

499

3,074

Prepaid expenses

3,929

3,591

Other receivables

9,562

7,935

Income tax receivable

6,947

4,693

Total current assets

177,001

91,225

Property and equipment, net

83,327

61,238

Intangible assets, net

235,657

253,862

Goodwill

176,981

176,981

Deferred income taxes

407,782

410,407

Other assets, net

11,717

7,729

Total assets

$

1,092,465

$

1,001,442

Liabilities and Equity

Current liabilities:

Current maturities of long-term debt

$

7,185

$

7,185

Accounts payable

28,648

28,507

Accrued expenses

18,590

19,190

Equipment deposits

6,498

2,170

Restricted liabilities – NAF

490

134

Deferred revenue, current

19,083

17,780

Payable pursuant to tax benefit arrangements, current

31,062

8,072

Other current liabilities

474

235

Total current liabilities

112,030

83,273

Long-term debt, net of current maturities

696,576

702,003

Deferred rent, net of current portion

6,127

5,108

Deferred revenue, net of current portion

8,440

8,351

Deferred tax liabilities

1,629

1,238

Payable pursuant to tax benefit arrangements, net of current portion

400,298

410,999

Other liabilities

4,302

5,225

Total noncurrent liabilities

1,117,372

1,132,924

Stockholders' equity:

Class A common stock, $.0001 par value - 300,000 shares authorized, 87,188 and 61,314      shares issued and outstanding as of December 31, 2017 and 2016, respectively

9

6

Class B common stock, $.0001 par value - 100,000 shares authorized, 11,193 and 37,185      shares issued and outstanding as of December 31, 2017 and 2016, respectively

1

4

Accumulated other comprehensive loss

(648)

(1,174)

Additional paid in capital

12,118

34,467

Accumulated deficit

(130,966)

(164,062)

Total stockholders' deficit attributable to Planet Fitness, Inc.

(119,486)

(130,759)

Non-controlling interests

(17,451)

(83,996)

Total stockholders' deficit

(136,937)

(214,755)

Total liabilities and stockholders' deficit

$

1,092,465

$

1,001,442

 

 

Planet Fitness, Inc. and subsidiaries Consolidated Statements of Cash Flows (Unaudited) (Amounts in thousands)

Year ended December 31,

2017

2016

Cash flows from operating activities:

Net income

$

55,601

$

71,247

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

31,761

31,502

Amortization of deferred financing costs

1,935

1,544

Amortization of favorable leases and asset retirement obligations

334

392

Amortization of interest rate caps

1,755

797

Deferred tax expense

372,422

15,606

Loss (gain) on re-measurement of tax benefit arrangement

(317,354)

72

Provision for bad debts

(19)

59

Gain on disposal of property and equipment

(159)

(514)

Loss on extinguishment of debt

79

606

Third party debt refinancing expense

1,021

3,001

Equity-based compensation

2,531

1,728

Changes in operating assets and liabilities:

Accounts receivable

(10,481)

(7,754)

Notes receivable and due from related parties

(604)

1,897

Inventory

(890)

2,755

Other assets and other current assets

(2,981)

(7,944)

Accounts payable and accrued expenses

4,210

7,428

Other liabilities and other current liabilities

(470)

2,747

Income taxes

(3,027)

(5,993)

Payable pursuant to tax benefit arrangements

(11,446)

(6,922)

Equipment deposits

4,328

(3,417)

Deferred revenue

1,276

(652)

Deferred rent

1,199

632

Net cash provided by operating activities

131,021

108,817

Cash flows from investing activities:

Additions to property and equipment

(37,722)

(15,377)

Proceeds from sale of property and equipment

680

683

Net cash used in investing activities

(37,042)

(14,694)

Cash flows from financing activities:

Proceeds from issuance of long-term debt

230,000

Proceeds from issuance of Class A common stock

480

136

Principal payments on capital lease obligations

(22)

(46)

Repayment of long-term debt

(7,185)

(5,621)

Payment of deferred financing and other debt-related costs

(1,278)

(5,220)

Premiums paid for interest rate caps

(366)

Repurchase and retirement of Class B common stock

(1,583)

Dividends paid to holders of Class A common stock

(169,282)

Dividend equivalents paid to members of Pla-Fit Holdings

(1,974)

(101,729)

Distributions to Members of Pla-Fit Holdings

(11,358)

(31,838)

Net cash used in financing activities

(21,703)

(85,183)

Effects of exchange rate changes on cash and cash equivalents

411

23

Net increase in cash and cash equivalents

72,687

8,963

Cash and cash equivalents, beginning of period

40,393

31,430

Cash and cash equivalents, end of period

$

113,080

$

40,393

Supplemental cash flow information:

Net cash paid for income taxes

$

3,722

$

7,040

Cash paid for interest

$

31,418

$

24,302

Non-cash investing activities:

Non-cash additions to property and equipment

$

861

$

2,203

Non-cash financing activities:

Accrued dividend equivalents

$

$

3,899

 

Planet Fitness, Inc. and subsidiaries Non-GAAP Financial Measures (Unaudited) (Amounts in thousands, except per share amounts)

To supplement its consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses the following non-GAAP financial measures: EBITDA, Segment EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted (collectively, the "non-GAAP financial measures"). The Company believes that these non-GAAP financial measures, when used in conjunction with GAAP financial measures, are useful to investors in evaluating our operating performance. These non-GAAP financial measures are supplemental measures of the Company's performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges and recognize income or gains such as those added back to calculate Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted. The Company's presentation of Adjusted EBITDA, Adjusted net income, and Adjusted net income per share, diluted, should not be construed as an inference that the Company's future results will be unaffected by unusual or nonrecurring items.

EBITDA, Segment EBITDA and Adjusted EBITDA

We refer to EBITDA and Adjusted EBITDA as we use these measures to evaluate our operating performance and we believe these measures provide useful information to investors in evaluating our performance. We have also disclosed Segment EBITDA as an important financial metric utilized by the Company to evaluate performance and allocate resources to segments in accordance with ASC 280, Segment Reporting. We define EBITDA as net income before interest, taxes, depreciation and amortization. Segment EBITDA for each of our segments sums to Total Segment EBITDA which is equal to the Non-GAAP financial metric EBITDA. We believe that EBITDA, which eliminates the impact of certain expenses that we do not believe reflect our underlying business performance, provides useful information to investors to assess the performance of our segments as well as the business as a whole. Our Board of Directors also uses EBITDA as a key metric to assess the performance of management. We define Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain additional non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company's core operations. These items include certain purchase accounting adjustments, acquisition transaction fees, stock offering-related costs, pre-opening costs, tax benefit arrangement remeasurement and certain other charges and gains. We believe that Adjusted EBITDA is an appropriate measure of operating performance in addition to EBITDA because it eliminates the impact of other items that we believe reduce the comparability of our underlying core business performance from period to period and is therefore useful to our investors in comparing the core performance of our business from period to period.

A reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable GAAP measure, is set forth below:

For the quarter ended

December 31,

For the year ended

December 31,

2017

2016

2017

2016

Net income (loss) attributable to Planet Fitness, Inc.

$

(3,453)

$

10,575

$

33,146

$

21,500

Net income attributable to non-controlling interests

4,282

11,373

22,455

49,747

Net income

$

829

$

21,948

$

55,601

$

71,247

Interest expense, net(1)

8,572

8,306

35,283

27,125

Provision for income taxes(2)

349,647

7,157

373,580

18,661

Depreciation and amortization

7,779

8,375

31,761

31,502

EBITDA

$

366,827

$

45,786

$

496,225

$

148,535

Purchase accounting adjustments-revenue(3)

416

29

1,532

487

Purchase accounting adjustments-rent(4)

164

197

725

861

Transaction fees(5)

9

3,001

1,030

3,001

Stock offering-related costs(6)

-

499

977

2,604

Severance costs(7)

-

-

-

423

Pre-opening costs(8)

596

-

1,017

-

Early lease termination costs(9)

-

-

719

-

Equipment discount(10)

-

(1,754)

(107)

(1,754)

Indemnification receivable(11)

-

(2,772)

-

(2,772)

Tax benefit arrangement remeasurement(12)

(316,813)

-

(317,354)

72

Other(13)

-

(840)

(32)

(840)

Adjusted EBITDA

$

51,199

$

44,146

$

184,732

$

150,617

(1)

Includes $606 of loss on extinguishment of debt in the quarter and year ended December 31, 2016.

(2)

Includes $334,022 in the quarter and year ended December 31, 2017 related to the remeasurement of our deferred tax assets pursuant to the 2017 Tax Act.

(3)

Represents the impact of revenue-related purchase accounting adjustments associated with the 2012 acquisition of Pla-Fit Holdings on November 8, 2012 (the "2012 Acquisition") by investment funds associated with TSG Consumer Partners, LLC. At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred area development agreement fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected up front but recognizes for GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805—Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. For the quarters ended December 31, 2017 and 2016 and the years ended December 31, 2017 and 2016, these amounted to $416, $29, $1,532 and $487, respectively, representing the amount of additional revenue that would have been recognized in those periods if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.

(4)

Represents the impact of rent related purchase accounting adjustments. In accordance with guidance in ASC 805 – Business Combinations, in connection with the 2012 Acquisition, the Company's deferred rent liability was required to be written off as of the acquisition date and rent is being recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall rent expense each period than would have otherwise been recorded had the deferred rent liability not been written off as a result of the acquisition push down accounting applied in accordance with ASC 805. Adjustments of $89, $103, $395 and $475 in the quarters ending December 31, 2017 and 2016 and the years ending December 31, 2017 and 2016, respectively, reflect the difference between the higher rent expense recorded in accordance with GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred. Adjustments of $75, $94, $329 and $386 for the quarters ending December 31, 2017 and 2016 and the years ending December 31, 2017 and 2016, respectively, are due to the amortization of favorable and unfavorable lease intangible assets which were recorded in connection with the 2012 Acquisition and the acquisition of eight franchisee-owned stores on March 31, 2014. All of the rent related purchase accounting adjustments are adjustments to rent expense, which is included in store operations on our consolidated statements of operations.

(5)

Represents transaction fees and expenses related to the amendment of our credit facility in the quarters and years ended December 31, 2017 and 2016.

(6)

Represents legal, accounting and other costs incurred in connection with offerings of the Company's Class A common stock.

(7)

Represents severance expense recorded in connection with an equity award modification.

(8)

Represents costs associated with new corporate-owned stores incurred prior to the store opening, including payroll-related costs, rent and occupancy expenses, marketing and other store operating supply expenses.

(9)

Represents charges and expenses incurred in connection with the early termination of the lease for our previous headquarters.

(10)

Represents a gain recorded in connection with the write-off of a previously accrued equipment discount that is no longer expected to be utilized. This amount was originally recognized through purchase accounting in connection with the acquisition of eight franchisee-owned stores on March 31, 2014.

(11)

Represents a receivable recorded in connection with a contractual obligation of the Company's co-founders to indemnify the Company with respect to pre-IPO tax liabilities pursuant to the 2012 Acquisition.

(12)

Represents gains (losses) related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate. In the quarter and year ended December 31, 2017, includes expense of $316,813 related to the remeasurement of the Company's tax benefit arrangement liabilities pursuant to the recent tax reform.

(13)

Represents certain other charges and gains that we do not believe reflect our underlying business performance. In 2016, the net gain primarily related to proceeds received from an insurance settlement.

 

A reconciliation of Segment EBITDA to Total Segment EBITDA is set forth below.

Three Months Ended December 31,

Year Ended December 31,

2017

2016

2017

2016

Segment EBITDA

Franchise

$

32,015

$

25,948

$

126,459

$

97,256

Corporate-owned stores

11,276

10,588

46,855

40,847

Equipment

14,952

15,109

38,539

36,439

Corporate and other

308,584

(5,859)

284,372

(26,007)

Total Segment EBITDA(1)

$

366,827

$

45,786

$

496,225

$

148,535

(1)

   Total Segment EBITDA is equal to EBITDA.

 

Adjusted Net Income and Adjusted Net Income per Diluted Share

As a result of the recapitalization transactions that occurred prior to our IPO, the Company was designated as the sole managing member of Pla-Fit Holdings. As the sole managing member, the Company exclusively operates and controls the business and affairs of Pla-Fit Holdings. As a result of the recapitalization transactions, the Company consolidates Pla-Fit Holdings, and Pla-Fit Holdings is considered the predecessor to the Company for accounting purposes. Our presentation of Adjusted net income and Adjusted net income per share, diluted, gives effect to the consolidation of Pla-Fit Holdings with the Company resulting from the recapitalization transactions as if they had occurred on January 1, 2016. In addition, Adjusted net income assumes that all net income is attributable to the Company, which assumes the full exchange of all outstanding common units of Pla-Fit Holdings for shares of the Company's Class A common stock, adjusted for certain non-recurring items that we do not believe directly reflect our core operations. Adjusted net income per share, diluted, is calculated by dividing Adjusted net income by the total shares of Class A common stock outstanding plus any dilutive options and restricted stock units as calculated in accordance with GAAP and assuming the full exchange of all outstanding common units of Pla-Fit Holdings and corresponding Class B common stock as of the beginning of each period presented. Adjusted net income and Adjusted net income per share, diluted, are supplemental measures of operating performance that do not represent, and should not be considered, alternatives to net income and earnings per share, as calculated in accordance with GAAP. We believe Adjusted net income and Adjusted net income per share, diluted, supplement GAAP measures and enable us to more effectively evaluate our performance period-over-period.

A reconciliation of Adjusted net income to net income, the most directly comparable GAAP measure, and the computation of Adjusted net income per share, diluted, are set forth below.

For the quarter ended

December 31,

For the year ended

December 31,

2017

2016

2017

2016

Net income (loss) attributable to Planet Fitness, Inc.

$

(3,453)

$

10,575

$

33,146

$

21,500

Net income attributable to non-controlling interests

4,282

11,373

22,455

49,747

Net income

$

829

$

21,948

$

55,601

$

71,247

Provision for income taxes, as reported(1)

349,647

7,157

373,580

18,661

Purchase accounting adjustments-revenue(2)

416

29

1,532

487

Purchase accounting adjustments-rent (3)

164

197

725

861

Transaction fees(4)

9

3,001

1,030

3,001

Stock offering-related costs(5)

-

499

977

2,604

Severance costs (6)

-

-

-

423

Pre-opening costs(7)

596

-

1,017

-

Early lease termination costs(8)

-

-

1,143

-

Equipment discount(9)

-

(1,754)

(107)

(1,754)

Indemnification receivable(10)

-

(2,772)

-

(2,772)

Tax benefit arrangement remeasurement(11)

(316,813)

-

(317,354)

72

Other(12)

-

(522)

(32)

(522)

Purchase accounting amortization(13)

4,009

4,843

17,876

19,371

Adjusted income before income taxes

$

38,857

$

32,626

$

135,988

$

111,679

Adjusted income taxes(14)

15,349

12,887

53,715

44,113

Adjusted net income

$

23,508

$

19,739

$

82,273

$

67,566

Adjusted net income per share, diluted

$

0.24

$

0.20

$

0.84

$

0.69

Adjusted weighted-average shares outstanding, diluted(15)

98,570

98,598

98,455

98,611

(1)

Includes $334,022 in the quarter and year ended December 31, 2017 related to the remeasurement of our deferred tax assets pursuant to the 2017 Tax Act.

(2)

Represents the impact of revenue-related purchase accounting adjustments associated with the 2012 Acquisition. At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred area development agreement fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected up front but recognizes for GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805—Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. For the quarters ended December 31, 2017 and 2016 and the years ended December 31, 2017 and 2016, these amounted to $416, $29, $1,532 and $487, respectively, representing the amount of additional revenue that would have been recognized in those periods if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting. 

(3)

Represents the impact of rent related purchase accounting adjustments. In accordance with guidance in ASC 805 – Business Combinations, in connection with the 2012 Acquisition, the Company's deferred rent liability was required to be written off as of the acquisition date and rent is being recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall rent expense each period than would have otherwise been recorded had the deferred rent liability not been written off as a result of the acquisition push down accounting applied in accordance with ASC 805. Adjustments of $89, $103, $395 and $475 in the quarters ending December 31, 2017 and 2016 and the years ending December 31, 2017 and 2016, respectively, reflect the difference between the higher rent expense recorded in accordance with GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred. Adjustments of $75, $94, $329 and $386 for the quarters ending December 31, 2017 and 2016 and the years ending December 31, 2017 and 2016, respectively, are due to the amortization of favorable and unfavorable lease intangible assets which were recorded in connection with the 2012 Acquisition and the acquisition of eight franchisee-owned stores on March 31, 2014. All of the rent related purchase accounting adjustments are adjustments to rent expense, which is included in store operations on our consolidated statements of operations.

(4)

Represents transaction fees and expenses related to the amendment of our credit facility in the quarters and years ended December 31, 2017 and 2016.

(5)

Represents legal, accounting and other costs incurred in connection with offerings of the Company's Class A common stock.

(6)

Represents severance expense recorded in connection with an equity award modification.

(7)

Represents costs associated with new corporate-owned stores incurred prior to the store opening, including payroll-related costs, rent and occupancy expenses, marketing and other store operating supply expenses.

(8)

Represents charges and expenses incurred in connection with the early termination of the lease for our previous headquarters.

(9)

Represents a gain recorded in connection with the write-off of a previously accrued equipment discount that is no longer expected to be utilized. This amount was originally recognized through purchase accounting in connection with the acquisition of eight franchisee-owned stores on March 31, 2014.

(10)

Represents a receivable recorded in connection with a contractual obligation of the Company's co-founders to indemnify the Company with respect to pre-IPO tax liabilities pursuant to the 2012 Acquisition.

(11)

Represents gains (losses) related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate. In the quarter and year ended December 31, 2017, includes expense of $316,813 related to the remeasurement of the Company's tax benefit arrangement liabilities pursuant to the recent tax reform.

(12)

Represents certain other charges and gains that we do not believe reflect our underlying business performance. In 2016, the gain primarily related to proceeds received from an insurance settlement.

(13)

Includes $3,473, $4,218, $15,731 and $16,873 of amortization of intangible assets, other than favorable leases, for the quarters ended December 31, 2017 and 2016 and the years ended December 31, 2017 and 2016, respectively recorded in connection with the 2012 Acquisition, which consisted of the purchase of interests in Pla-Fit Holdings by investment funds affiliated with TSG Consumer Partners, LLC and $536, $624, $2,145 and $2,498 of amortization of intangible assets for the quarters ended December 31, 2017 and 2016, and the years ended December 31, 2017 and 2016, respectively, created in connection with the acquisition of eight franchisee-owned stores on March 31, 2014. The adjustment represents the amount of actual non-cash amortization expense recorded, in accordance with GAAP, in each period.

(14)

Represents corporate income taxes at an assumed effective tax rate of 39.5% for the quarters and years ended December 31, 2017 and 2016 applied to adjusted income before income taxes.

(15)

Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc.

 

A reconciliation of net income per share, diluted, to Adjusted net income per share, diluted is set forth below for the three months and years ended December 31, 2017 and 2016:

For the quarter ended

December 31, 2017

For the year ended

December 31, 2017

Amount

Weighted average shares, diluted

Per share, diluted

Amount

Weighted average shares, diluted

Per share, diluted

Net income (loss) attributable to Planet Fitness Inc.(1)

$

(3,453)

86,583

$

(0.04)

$

33,146

78,972

$

0.42

Assumed exchange of shares(2)

4,282

11,987

22,455

19,483

Net Income

829

55,601

Adjustments to arrive at adjusted income      before income taxes(3)

38,028

80,387

Adjusted income before income taxes

38,857

135,988

Adjusted income taxes(4)

15,349

53,715

Adjusted net income

$

23,508

98,570

$

0.24

$

82,273

98,455

$

0.84

(1)

Represents net income (loss) attributable to Planet Fitness, Inc. and the associated weighted average shares, diluted of Class A common stock outstanding.

(2)

Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. Also assumes the addition of net income attributable to non-controlling interests corresponding with the assumed exchange of Holdings Units and Class B common shares for shares of Class A common stock.

(3)

Represents the total impact of all adjustments identified in the adjusted net income table above to arrive at adjusted income before income taxes.

(4)

Represents corporate income taxes at an assumed effective tax rate of 39.5% applied to adjusted income before income taxes.

 

 

For the quarter ended

December 31, 2016

For the year ended

December 31, 2016

Amount

Weighted average shares, diluted

Per share, diluted

Amount

Weighted average shares, diluted

Per share, diluted

Net income attributable to Planet Fitness, Inc.(1)

$

10,575

98,598

$

0.18

$

21,500

43,305

$

0.50

Assumed exchange of shares(2)

11,373

-

49,747

55,306

Net Income

21,948

71,247

Adjustments to arrive at adjusted income      before income taxes(3)

10,678

40,432

Adjusted income before income taxes

32,626

111,679

Adjusted income taxes(4)

12,887

44,113

Adjusted net income

$

19,739

98,598

$

0.20

$

67,566

98,611

$

0.69

(1)

Represents net income attributable to Planet Fitness, Inc. and the associated weighted average shares, diluted of Class A common stock outstanding. For the three months ended December 31, 2016, the numerator used to calculate diluted earnings per share was $17,511, which was calculated in accordance with GAAP using the if-converted method to quantify the dilutive effect of the hypothetical exchange of the weighted average outstanding Holdings Units for shares of Class A common stock.

(2)

Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. Also assumes the addition of net income attributable to non-controlling interests corresponding with the assumed exchange of Holdings Units and Class B common shares for shares of Class A common stock.

(3)

Represents the total impact of all adjustments identified in the adjusted net income table above to arrive at adjusted income before income taxes.

(4)

Represents corporate income taxes at an assumed effective tax rate of 39.5% applied to adjusted income before income taxes.

 

 

Planet Fitness logo. (PRNewsFoto/Planet Fitness)

 

Cision View original content with multimedia:http://www.prnewswire.com/news-releases/planet-fitness-inc-announces-fourth-quarter-and-fiscal-year-2017-results-300603041.html

SOURCE Planet Fitness, Inc.



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