Le Lézard
Classified in: Health, Business, Covid-19 virus
Subjects: ERN, ERP

/C O R R E C T I O N -- Planet Fitness, Inc./


In the news release, Planet Fitness, Inc. Announces Fourth Quarter and Year-End 2023 Results, issued 22-Feb-2024 by Planet Fitness, Inc. over PR Newswire, we are advised by the company that the second bullet in the 2024 Outlook section should read "System-wide same store sales in the 5% to 6% percentage range" rather than "System-wide same store sales in the high single-digit percentage range" as originally issued inadvertently. The complete, corrected release follows:

Planet Fitness, Inc. Announces Fourth Quarter and Year-End 2023 Results

Full Year system-wide same store sales increase of 8.7%

Membership Growth of 1.7 million since the end of 2022

Opened 165 new Planet Fitness stores in 2023

HAMPTON, N.H., Feb. 22, 2024 /PRNewswire/ -- Today, Planet Fitness, Inc. (NYSE:PLNT) reported financial results for its fourth quarter and year ended December 31, 2023.

"In 2023, we proactively developed the New Growth Model to fuel long-term sustainable store growth and in recognition of the macro-economic environmental changes that have taken place since the pandemic. Focused on enhancing returns and reducing the capital requirements for opening and maintaining a Planet Fitness franchise location, the New Growth Model will provide our franchisees with additional flexibility to build their store portfolios for years to come," said Craig Benson, Interim Chief Executive Officer. "While we believe that 2024 will be a transition year as our franchisees incorporate the changes into their growth plans, given our consistent and predictable asset-light model we believe that we can deliver between 10 and 11 percent adjusted EBITDA growth, enabling us to generate significant cash flow to invest in the business and return capital to shareholders via our share repurchase program. Importantly, we are expanding our total store opportunity to 5,000 in the U.S. based on the results of our recently completed third-party studies, up from the 4,000 total store opportunity we communicated at the time of our initial public offering in 2015."

Fourth Quarter Fiscal 2023 Highlights

Fiscal Year 2023 Highlights

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

Operating Results for the Fourth Quarter Ended December 31, 2023

For the fourth quarter of 2023, total revenue increased $3.8 million or 1.4% to $285.1 million from $281.3 million in the prior year period, including system-wide same store sales growth of 7.7%. By segment:

For the fourth quarter of 2023, net income attributable to Planet Fitness, Inc. was $35.3 million, or $0.41 per diluted share, compared to $33.7 million, or $0.40 per diluted share, in the prior year period. Net income was $36.8 million in the fourth quarter of 2023 compared to $36.3 million in the prior year period. Adjusted net income increased 12.5% to $53.1 million, or $0.60 per diluted share, from $47.3 million, or $0.53 per diluted share, in the prior year period. Adjusted net income has been adjusted to reflect a normalized income tax rate of 25.9% for both the fourth quarter of 2023 and 2022 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 7.8% to $114.3 million from $106.1 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").

Operating Results for the Fiscal Year Ended December 31, 2023

For the fiscal year ended December 31, 2023, total revenue increased $134.6 million or 14.4% to $1,071.3 million from $936.8 million in the prior year. By segment:

For the year ended December 31, 2023, net income attributable to Planet Fitness, Inc. was $138.3 million, or $1.62 per diluted share, compared to $99.4 million, or $1.18 per diluted share, in the prior year. Net income was $147.0 million in 2023 compared to $110.5 million in the prior year. Adjusted net income increased to $199.0 million, or $2.24 per diluted share, from $148.5 million, or $1.64 per diluted share, in the prior year period. Adjusted net income has been adjusted to reflect a normalized income tax rate of 25.9% for both the year ended December 31, 2023 and the prior year 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 19.0% to $435.4 million from $365.8 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").

2024 Outlook

For the year ending December 31, 2024, the Company expects the following, which assumes there are no material impacts from COVID-19 or other public health emergencies, or any significant new supply chain disruptions:

The following are 2024 growth expectations over the Company's 2023 results:

The Company also expects 2024 net interest expense to be approximately $70 million. It also expects capital expenditures to increase approximately 25% driven by additional stores in our corporate-owned portfolio and depreciation and amortization to increase in the 11% to 12% range.

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 information presented in this press 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 in isolation or 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 ending December 31, 2024. 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 ending December 31, 2024, and therefore cannot be made available without unreasonable effort.

Same store sales refers to year-over-year sales comparisons for the same store sales base of both corporate-owned and franchisee-owned stores, which is calculated for a given period by including only sales from stores that had sales in the comparable months of both years. We define the same store sales base to include those stores that have been open and for which monthly membership dues have been billed for longer than 12 months. We measure same store sales based solely upon monthly dues billed to members of our corporate-owned and franchisee-owned stores.

Investor Conference Call

The Company will hold a conference call at 8:00AM (ET) on February 22, 2024 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, NH, Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the world by number of members and locations. As of December 31, 2023, Planet Fitness had approximately 18.7 million members and 2,575 stores in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia. 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 90% 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 "2024 Outlook," those attributed to the Company's Interim Chief Executive Officer in this press release, the Company's expected membership growth, the expected impact on franchisees of the Company's New Growth Model, the Company's expectations about the number of stores it can have in the U.S., share repurchases, and other statements, estimates and projections that do not relate solely to historical facts. Forward-looking statements can be identified by words such as "anticipate," "believe," "envision," "estimate," "expect," "intend," "may," "goal," "plan," "prospect," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," "ongoing," "contemplate," "future," "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 competition in the fitness industry, the Company's and franchisees' ability to attract and retain members, the Company's and franchisees' ability to identify and secure suitable sites for new franchise stores, 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 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, our corporate structure and tax receivable agreements, failures, interruptions or security breaches of the Company's information systems or technology, general economic conditions and the other factors described in the Company's annual report on Form 10-K for the year ended December 31, 2022 and, once available, the Company's annual report on Form 10-K for the year ended December 31, 2023, as well as 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)



Three Months Ended
December 31,


Years Ended
 
December 31,

(in thousands, except per share amounts)

2023


2022


2023


2022

Revenue:








Franchise

$        80,604


$        71,316


$      317,917


$      271,559

National advertising fund revenue

17,634


14,945


70,012


58,075

Franchise segment

98,238


86,261


387,929


329,634

Corporate-owned stores

116,411


100,453


449,296


379,393

Equipment

70,437


94,554


234,101


227,745

Total revenue

285,086


281,268


1,071,326


936,772

Operating costs and expenses:








Cost of revenue

57,465


73,764


190,026


177,200

Store operations

65,608


57,633


253,619


219,422

Selling, general and administrative

31,225


28,677


124,930


114,853

National advertising fund expense

17,599


15,671


70,095


66,116

Depreciation and amortization

39,159


33,595


149,413


124,022

Other losses, net

2,674


7,533


10,379


5,081

Total operating costs and expenses

213,730


216,873


798,462


706,694

Income from operations

71,356


64,395


272,864


230,078

Other income (expense), net:








Interest income

5,402


2,761


17,741


5,005

Interest expense

(21,805)


(22,101)


(86,576)


(88,628)

Other income (expense), net

2,881


5,983


3,512


14,983

Total other expense, net

(13,522)


(13,357)


(65,323)


(68,640)

Income before income taxes

57,834


51,038


207,541


161,438

Provision for income taxes

19,657


14,573


58,512


50,515

Losses from equity-method investments, net of tax

(1,414)


(133)


(1,994)


(467)

Net income

36,763


36,332


147,035


110,456

Less net income attributable to non-controlling interests

1,423


2,649


8,722


11,054

Net income attributable to Planet Fitness, Inc.

$        35,340


$        33,683


$      138,313


$        99,402

Net income per share of Class A common stock:








Basic

$             0.41


$             0.40


$             1.63


$             1.18

Diluted

$             0.41


$             0.40


$             1.62


$             1.18

Weighted-average shares of Class A common stock outstanding:








Basic

85,901


83,423


84,896


84,137

Diluted

86,193


83,812


85,185


84,544

 

Planet Fitness, Inc. and subsidiaries
Consolidated Balance Sheets 
(Unaudited)



As of December 31,

(in thousands, except per share amounts)

2023


2022

Assets




Current assets:




Cash and cash equivalents

$            275,842


$            409,840

Restricted cash

46,279


62,659

Short-term marketable securities

74,901


?

 Accounts receivable, net of allowances for uncollectible amounts of $0 and $0 as of December 31,
     2023 and 2022, respectively

41,890


46,242

Inventory

4,677


5,266

Prepaid expenses

13,842


11,078

Other receivables

11,072


14,975

Income tax receivable

3,314


5,471

Total current assets

471,817


555,531

Long-term marketable securities

50,886


?

Property and equipment, net of accumulated depreciation of $322,958 and $227,869, as of

   December 31, 2023 and 2022, respectively

390,405


348,820

Investments, net of allowance for expected credit losses of $17,689 and $14,957 as of

   December 31, 2023 and 2022, respectively

77,507


25,122

Right-of-use assets, net

381,010


346,937

Intangible assets, net

372,507


417,067

Goodwill

717,502


702,690

Deferred income taxes

504,188


454,565

Other assets, net

3,871


3,857

Total assets

$         2,969,693


$         2,854,589

Liabilities and stockholders' deficit




Current liabilities:




Current maturities of long-term debt

$              20,750


$              20,750

Accounts payable

23,788


20,578

Accrued expenses

66,299


66,993

Equipment deposits

4,506


8,443

Deferred revenue, current

59,591


53,759

Payable pursuant to tax benefit arrangements, current

41,294


31,940

Other current liabilities

35,101


42,067

Total current liabilities

251,329


244,530

Long-term debt, net of current maturities

1,962,874


1,978,131

Lease liabilities, net of current portion

381,589


341,843

Deferred revenue, net of current portion

32,047


33,152

Deferred tax liabilities

1,644


1,471

Payable pursuant to tax benefit arrangements, net of current portion

454,368


462,525

Other liabilities

4,833


4,498

Total noncurrent liabilities

2,837,355


2,821,620

Stockholders' equity (deficit):




Class A common stock, $.0001 par value, 300,000 shares authorized, 86,760 and 83,430 shares

        issued and outstanding as of December 31, 2023 and 2022, respectively

9


8

Class B common stock, $.0001 par value, 100,000 shares authorized, 1,397 and 6,146 shares

         issued and outstanding as of December 31, 2023 and 2022, respectively

?


1

Accumulated other comprehensive income

172


(448)

Additional paid in capital

575,631


505,144

Accumulated deficit

(691,461)


(703,717)

Total stockholders' deficit attributable to Planet Fitness, Inc.

(115,649)


(199,012)

Non-controlling interests

(3,342)


(12,549)

Total stockholders' deficit

(118,991)


(211,561)

       Total liabilities and stockholders' deficit

$         2,969,693


$         2,854,589

 

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



Years Ended December 31,

(in thousands)

2023


2022

Cash flows from operating activities:




Net income

$             147,035


$             110,456

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




Depreciation and amortization

149,413


124,022

Amortization of deferred financing costs

5,492


5,514

Write-off of deferred financing costs

?


1,583

Accretion of marketable securities discount

(3,273)


?

Losses from equity-method investments, net of tax

1,994


467

Dividends accrued on held-to-maturity investment

(2,066)


(1,876)

Credit (gain) loss on held-to-maturity investment

2,732


(2,505)

Deferred tax expense

51,189


48,618

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

(1,964)


(13,831)

Gain on sale of corporate-owned stores

?


(1,324)

Loss on reacquired franchise rights

110


1,160

Equity-based compensation

7,906


8,068

Other

(394)


262

Changes in operating assets and liabilities, net of acquisitions:




Accounts receivable

4,761


(19,177)

Inventory

599


(4,112)

Other assets and other current assets

929


(5,152)

Accounts payable and accrued expenses

(975)


(14,721)

Other liabilities and other current liabilities

(8,106)


8,636

Income taxes

2,183


(1,672)

Payments pursuant to tax benefit arrangements

(34,797)


(19,253)

Equipment deposits

(3,937)


2,457

Deferred revenue

3,942


9,404

Leases

7,481


3,183

Net cash provided by operating activities

330,254


240,207

Cash flows from investing activities:




Additions to property and equipment

(135,986)


(100,057)

Acquisitions of franchisees

(43,264)


(424,940)

Proceeds from sale of property and equipment

99


60

Proceeds from sale of corporate-owned stores

?


20,820

Purchases of marketable securities

(203,285)


?

Maturities of marketable securities

80,490


?

Other investments

(38,045)


(2,449)

Net cash used in investing activities

(339,991)


(506,566)

Cash flows from financing activities:




Proceeds from issuance of long-term debt

?


900,000

Proceeds from issuance of Variable Funding Notes

?


75,000

Proceeds from issuance of Class A common stock

9,160


925

Principal payments on capital lease obligations

(193)


(268)

Repayment of long-term debt and variable funding notes

(20,749)


(724,813)

Payment of deferred financing and other debt-related costs

?


(16,176)

Repurchase and retirement of Class A common stock

(125,030)


(94,315)

Distributions to members of Pla-Fit Holdings

(4,605)


(4,628)

Net cash (used in) provided by financing activities

(141,417)


135,725

Effects of exchange rate changes on cash and cash equivalents

776


(808)

Net decrease in cash, cash equivalents and restricted cash

(150,378)


(131,442)

Cash, cash equivalents and restricted cash, beginning of period

472,499


603,941

Cash, cash equivalents and restricted cash, end of period

$             322,121


$             472,499

Supplemental cash flow information:




Net cash paid for income taxes

$                5,258


$                3,625

Cash paid for interest

$               81,184


$               80,961

Non-cash investing activities:




Non-cash additions to property and equipment included in accounts payable and accrued expenses

$               18,639


$               13,936

Fair value of stores exchanged for equity-method investment

$               17,000


$                     ?

Fair value of common stock issued as consideration for acquisition

$                     ?


$             393,730

 

Planet Fitness, Inc. and subsidiaries 
Non-GAAP Financial Measures 
(Unaudited)

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, Total 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 presented in this release 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 in isolation or 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 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 are useful 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 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 EBITDA, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company's core operations. 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.

 

Planet Fitness, Inc. and subsidiaries
Non-GAAP Financial Measures 
(Unaudited)


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



Three Months Ended December 31,


Years Ended December 31,

(in thousands)

2023


2022


2023


2022

Net income

$           36,763


$           36,332


$         147,035


$         110,456

Interest income

(5,402)


(2,761)


(17,741)


(5,005)

Interest expense

21,805


22,101


86,576


88,628

Provision for income taxes

19,657


14,573


58,512


50,515

Depreciation and amortization

39,159


33,595


149,413


124,022

EBITDA

$         111,982


$         103,840


$         423,795


$         368,616

Purchase accounting adjustments-revenue(1)

137


119


515


332

Purchase accounting adjustments-rent(2)

177


108


638


436

Loss on reacquired franchise rights(3)

?


?


110


1,160

Transaction fees and acquisition-related costs(4)

?


153


394


5,497

Gain on settlement of preexisting contract with
acquiree(5)

?


?


?


(2,059)

Executive transition costs(6)

1,226


?


4,948


?

Legal matters(7)

?


8,550


6,250


9,739

Loss (gain) on adjustment of allowance for credit losses
on held-to-maturity investment(8)

2,738


(934)


2,732


(2,506)

Dividend income on held-to-maturity investment(9)

(576)


(485)


(2,066)


(1,876)

Tax benefit arrangement remeasurement(10)

(1,964)


(5,450)


(1,964)


(13,831)

Gain on sale of corporate-owned stores(11)

?


?


?


(1,324)

Amortization of basis difference of equity-method
investments(12)

438


?


438


?

Other(13)

176


203


(414)


1,650

Adjusted EBITDA

$         114,334


$         106,104


$         435,376


$         365,834


(1) Represents the impact of revenue-related purchase accounting adjustments associated with the acquisition of Pla-Fit Holdings on November 8, 2012 by TSG (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. These amounts represent the additional revenue that would have been recognized if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.

(2) 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 was 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 $0.1 million and $0.2 million in the years ended December 31, 2023 and 2022, 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 $0.2 million, $0.1 million, $0.5 million and $0.3 million in the three months ended December 31, 2023 and 2022 and the years ended December 31, 2023 and 2022, respectively, are due to the amortization of favorable and unfavorable lease intangible assets. 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.

(3) Represents the impact of a non-cash loss recorded in accordance with ASC 805?Business Combinations related to our acquisitions of franchisee-owned stores. The loss recorded under GAAP represents the difference between the fair value of the reacquired franchise rights and the contractual terms of the reacquired franchise rights and is included in other losses, net on our consolidated statements of operations.

(4) Represents transaction fees and acquisition-related costs incurred in connection with our acquisition of franchisee-owned stores.

(5) Represents a gain on settlement of deferred revenue from existing contracts with acquired franchisee-stores recorded in accordance with ASC 805 ? Business Combinations, and is included in other (gains) losses, net on our consolidated statement of operations.

(6) Represents certain severance and related expenses recorded in connection with the departure of the Chief Executive Officer and the elimination of the President and Chief Operating Officer position. Also includes costs associated with the search for a new Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition.

(7) Represents costs associated with legal matters in which the Company is a defendant. In 2022, this represents an $8.6 million legal reserve related to preliminary terms of a settlement agreement with a franchisee in Mexico (the "Preliminary Settlement Agreement") in both the quarter to date and year to date periods and a $1.2 million reserve against an indemnification receivable related to a legal matter in the year to date period. During 2023, the Company revised its reserve related to the Preliminary Settlement Agreement and recorded an increase to the liability of $6.3 million to $14.5 million, net of legal fees paid, and subsequently paid the liability.

(8) Represents a loss (gain) on the adjustment of the allowance for credit losses on the Company's held-to-maturity investment.

(9) Represents dividend income recognized on a held-to-maturity investment.

(10) Represents gains related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.

(11) Represents a gain on the sale of corporate-owned stores.

(12) Represents the amortization expense of the Company's pro-rata portion of the basis difference in its equity method investees, which is included within losses from equity-method investments, net of tax on the consolidated statements of operations.

(13) Represents certain other charges and gains that we do not believe reflect our underlying business performance.

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



Three Months Ended December 31,


Years Ended December 31,

(in thousands)


2023


2022


2023


2022

Segment EBITDA









Franchise


$          68,309


$          48,907


$        266,727


$        216,817

Corporate-owned stores


45,019


38,796


171,518


142,083

Equipment


16,913


24,444


56,047


59,082

Corporate and other(1)


(18,259)


(8,307)


(70,497)


(49,366)

Total Segment EBITDA


$        111,982


$        103,840


$        423,795


$        368,616


(1) Total Segment EBITDA is equal to EBITDA. "Corporate and other" primarily includes corporate overhead costs, such as payroll and related benefit costs and professional services that are not directly attributable to any individual segment.

 

Planet Fitness, Inc. and subsidiaries 
Non-GAAP Financial Measures 
(Unaudited)

Adjusted Net Income and Adjusted Net Income per Diluted Share

Our presentation of Adjusted net income assumes that all net income is attributable to Planet Fitness, Inc., which assumes the full exchange of all outstanding Holdings Units for shares of Class A common stock of Planet Fitness, Inc., adjusted for certain non-cash and other 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  weighted-average 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 Holdings Units 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.


Three Months Ended December 31,


Years Ended December 31,

(in thousands, except per share amounts)

2023


2022


2023


2022

Net income

$           36,763


$           36,332


$         147,035


$         110,456

Provision for income taxes

19,657


14,573


58,512


50,515

Purchase accounting adjustments-revenue(1)

137


119


515


332

Purchase accounting adjustments-rent(2)

177


108


638


436

Loss on reacquired franchise rights(3)

?


?


110


1,160

Transaction fees and acquisition-related costs(4)

?


153


394


5,497

Gain on settlement of preexisting contract with
acquiree(5)

?


?


?


(2,059)

Executive transition costs(6)

1,226


?


4,948


?

Legal matters(7)

?


8,550


6,250


9,739

Loss (gain) on adjustment of allowance for credit losses
on held-to-maturity investment(8)

2,738


(934)


2,732


(2,506)

Dividend income on held-to-maturity investment(9)

(576)


(485)


(2,066)


(1,876)

Tax benefit arrangement remeasurement(10)

(1,964)


(5,450)


(1,964)


(13,831)

Gain on sale of corporate-owned stores(11)

?


?


?


(1,324)

Amortization of basis difference of equity-method
investments(12)

438


?


438


?

Other(13)

176


203


(414)


1,650

Loss on extinguishment of debt(14)

?


?


?


1,583

Purchase accounting amortization(15)

$           12,955


$           10,604


$           51,440


$           40,671

Adjusted income before income taxes

71,727


63,773


268,568


200,443

Adjusted income taxes(16)

$           18,577


$           16,517


$           69,559


$           51,915

Adjusted net income

53,150


47,256


199,009


148,528

Adjusted net income per share, diluted

$               0.60


$                0.53


$                2.24


$                1.64

Adjusted weighted-average shares outstanding, diluted(17)

88,441


89,957


88,920


90,411


(1) 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. These amounts represent the additional revenue that would have been recognized if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.

(2) 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 was 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 $0.1 million and $0.2 million in the years ended December 31, 2023 and 2022, 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 $0.2 million, $0.1 million, $0.5 million and $0.3 million in the three months ended December 31, 2023 and 2022 and the years ended December 31, 2023 and 2022, respectively, are due to the amortization of favorable and unfavorable lease intangible assets. 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.

(3) Represents the impact of a non-cash loss recorded in accordance with ASC 805?Business Combinations related to our acquisitions of franchisee-owned stores. The loss recorded under GAAP represents the difference between the fair value of the reacquired franchise rights and the contractual terms of the reacquired franchise rights and is included in other loss, net on our consolidated statements of operations.

(4) Represents transaction fees and acquisition-related costs incurred in connection with our acquisition of franchisee-owned stores.

(5) Represents a gain on settlement of deferred revenue from existing contracts with acquired franchisee-stores recorded in accordance with ASC 805 ? Business Combinations, and is included in other (gains) losses, net on our consolidated statement of operations.

(6) Represents certain severance and related expenses recorded in connection with the departure of the Chief Executive Officer and the elimination of the President and Chief Operating Officer position. Also includes costs associated with the search for a new Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition.

(7) Represents costs associated with legal matters in which the Company is a defendant. In 2022, this represents an $8.6 million legal reserve related to the Preliminary Settlement Agreement in both the quarter to date and year to date periods and a $1.2 million reserve against an indemnification receivable related to a legal matter in the year to date period. During 2023, the Company revised its reserve related to the Preliminary Settlement Agreement and recorded an increase to the liability of $6.3 million to $14.5 million, net of legal fees paid, and subsequently paid the liability.

(8) Represents a loss (gain) on the adjustment of the allowance for credit losses on the Company's held-to-maturity investment.

(9) Represents dividend income recognized on a held-to-maturity investment.

(10) Represents gains related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.

(11) Represents a gain on the sale of corporate-owned stores.

(12) Represents the amortization expense of the Company's pro-rata portion of the basis difference in its equity method investees, which is included within losses from equity-method investments, net of tax on the consolidated statements of operations.

(13) Represents certain other charges and gains that we do not believe reflect our underlying business performance.

(14) Represents a loss on extinguishment of debt as a result of the repayment of the 2018-1 Class A-2-I notes prior to the anticipated repayment date.

(15) Includes $3.1 million, $3.1 million, $12.4 million and $12.4 million of amortization of intangible assets, other than favorable leases, for the three months ended December 31, 2023 and 2022 and the years ended December 31, 2023 and 2022, respectively recorded in connection with the 2012 Acquisition, and $9.9 million, $7.5 million, $39.1 million and $27.9 million of amortization of intangible assets for the three months ended December 31, 2023 and 2022 and the years ended December 31, 2023 and 2022, respectively, created in connection with historical acquisitions of franchisee-owned stores. The adjustment represents the amount of actual non-cash amortization expense recorded, in accordance with GAAP, in each period.

(16) Represents corporate income taxes at an assumed effective tax rate of 25.9% for both the three months and years ended December 31, 2023 and 2022, applied to adjusted income before income taxes.

(17) 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.

 

Planet Fitness, Inc. and subsidiaries 
Non-GAAP Financial Measures 
(Unaudited)


A reconciliation of net income per share, diluted, to Adjusted net income per share, diluted is set forth below:



Three Months Ended December 31, 2023


Three Months Ended December 31, 2022

(in thousands, except per share amounts)

Net income


Weighted
Average
Shares


Net income
per share,
diluted


Net income


Weighted
Average
Shares


Net income
per share,
diluted

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

$   35,340


86,193


$          0.41


$   33,683


83,812


$          0.40

Assumed exchange of shares(2)

1,423


2,248




2,649


6,145



Net Income

36,763






36,332





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

34,964






27,441





Adjusted income before income taxes

71,727






63,773





Adjusted income taxes(4)

18,577






16,517





Adjusted Net Income

$   53,150


88,441


$          0.60


$   47,256


89,957


$          0.53




Year Ended December 31, 2023


Year Ended December 31, 2022

(in thousands, except per share amounts)

Net income


Weighted
Average
Shares


Net income
per share,
diluted


Net income


Weighted
Average
Shares


Net income
per share,
diluted

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

$ 138,313


85,185


$          1.62


$   99,402


84,544


$          1.18

Assumed exchange of shares(2)

8,722


3,735




11,054


5,867



Net Income

147,035






110,456





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

121,533






89,987





Adjusted income before income taxes

268,568






200,443





Adjusted income taxes(4)

69,559






51,915





Adjusted Net Income

$ 199,009


88,920


$          2.24


$ 148,528


90,411


$          1.64


(1) Represents net income 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. as of the beginning of the period presented. Also assumes the addition of net income attributable to non-controlling interests corresponding with the assumed exchange of Holdings Units and shares of Class B common stock 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 25.9% for both the three months and years ended December 31, 2023 and 2022, applied to adjusted income before income taxes.

 

Planet Fitness (PRNewsfoto/Planet Fitness, Inc.)

SOURCE Planet Fitness, Inc.


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