Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 06, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | PLNT | |
Entity Registrant Name | PLANET FITNESS, INC. | |
Entity Central Index Key | 1,637,207 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 36,597,985 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 62,111,755 |
Condensed consolidated balance
Condensed consolidated balance sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 28,461 | $ 43,291 |
Accounts receivable, net of allowance for bad debts of $946 and $399 at September 30, 2015 and December 31, 2014, respectively | 9,890 | 19,275 |
Due from related parties | 4,708 | 1,141 |
Inventory | 2,775 | 3,012 |
Restricted assets – NAF (note 5) | 5,018 | |
Other current assets | 8,949 | 8,599 |
Total current assets | 59,801 | 75,318 |
Property and equipment, net | 54,335 | 49,579 |
Intangible assets, net | 278,986 | 295,162 |
Goodwill | 176,981 | 176,981 |
Deferred income taxes | 120,792 | |
Other assets, net | 10,248 | 12,236 |
Total assets | 701,143 | 609,276 |
Current liabilities: | ||
Current maturities of long-term debt | 5,100 | 3,900 |
Accounts payable | 14,695 | 26,738 |
Accrued expenses | 8,358 | 8,494 |
Current maturities of obligations under capital leases | 70 | 376 |
Equipment deposits | 7,498 | 6,675 |
Restricted liabilities – NAF (note 5) | 5,018 | |
Deferred revenue, current | 12,362 | 14,549 |
Payable to related parties pursuant to tax benefit arrangements, current | 3,022 | |
Taxes payable | 4,203 | |
Other current liabilities | 682 | 153 |
Total current liabilities | 61,008 | 60,885 |
Long-term debt, net of current maturities | 498,450 | 383,175 |
Obligations under capital leases, net of current portion | 9 | 45 |
Deferred rent, net of current portion | 4,373 | 3,012 |
Deferred revenue, net of current portion | 12,033 | 9,330 |
Deferred tax liabilities – non current | 606 | |
Payable to related parties pursuant to tax benefit arrangements, net of current portion | 138,989 | |
Other liabilities | 483 | 474 |
Total noncurrent liabilities | $ 654,337 | $ 396,642 |
Commitments and contingencies (note 16) | ||
Stockholders' deficit/members' equity: | ||
Members’ equity | $ 146,156 | |
Accumulated other comprehensive income (loss) | $ (1,888) | (636) |
Additional paid in capital | 122 | |
Accumulated deficit | (17,376) | |
Total stockholders' deficit attributable to Planet Fitness Inc./members' equity | (19,132) | 145,520 |
Non-controlling interests | 4,930 | 6,229 |
Total stockholders' deficit/members' equity | (14,202) | 151,749 |
Total liabilities and stockholders' deficit/members' equity | 701,143 | $ 609,276 |
Class A Common Stock [Member] | ||
Stockholders' deficit/members' equity: | ||
Common stock, value | 4 | |
Class B Common Stock [Member] | ||
Stockholders' deficit/members' equity: | ||
Common stock, value | $ 6 |
Condensed consolidated balance3
Condensed consolidated balance sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts receivable, allowance for bad debts | $ 946 | $ 399 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 300,000,000 | |
Common stock, shares issued | 36,598,000 | |
Common stock, shares outstanding | 36,598,000 | |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 62,112,000 | |
Common stock, shares outstanding | 62,112,000 |
Condensed consolidated statemen
Condensed consolidated statements of operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenue: | |||||
Franchise | $ 16,148 | $ 13,009 | $ 51,806 | $ 40,834 | |
Commission income | 3,646 | 2,771 | 11,624 | 9,873 | |
Corporate-owned stores | 25,153 | 22,692 | 73,674 | 62,823 | |
Equipment | 23,870 | 24,995 | 87,588 | 70,228 | |
Total revenue | 68,817 | 63,467 | 224,692 | 183,758 | |
Operating costs and expenses: | |||||
Cost of revenue | 18,858 | 20,163 | 70,104 | 57,837 | |
Store operations | 14,305 | 12,494 | 43,354 | 35,818 | |
Selling, general and administrative | 17,348 | 8,582 | 43,840 | 23,296 | |
Depreciation and amortization | 7,976 | 8,542 | 24,160 | 23,585 | |
Other (gain) loss | (9) | (269) | (76) | 1,024 | |
Total operating costs and expenses | 58,478 | 49,512 | 181,382 | 141,560 | |
Income from operations | 10,339 | 13,955 | 43,310 | 42,198 | |
Other expense, net: | |||||
Interest expense, net | (6,556) | (5,097) | (17,872) | (16,705) | |
Other expense | (1,815) | (447) | (2,627) | (1,089) | |
Total other expense, net | (8,371) | (5,544) | (20,499) | (17,794) | |
Income before income taxes | 1,968 | 8,411 | 22,811 | 24,404 | |
Provision for income taxes | 1,230 | 108 | 1,921 | 892 | |
Net income | 738 | 8,303 | 20,890 | 23,512 | |
Less net income attributable to non-controlling interests | 4,631 | 176 | 4,857 | 494 | |
Net income (loss) attributable to Planet Fitness, Inc. | $ (3,893) | $ 8,127 | $ 16,033 | $ 23,018 | |
Class A Common Stock [Member] | |||||
Net income (loss) per share of Class A common stock: | |||||
Basic | [1] | $ 0.05 | $ 0.05 | ||
Diluted | [1] | $ 0.04 | $ 0.04 | ||
Weighted-average shares of Class A common stock outstanding: | |||||
Basic | [1] | 35,661,000 | 35,661,000 | ||
Diluted | [1] | 98,710,000 | 98,710,000 | ||
[1] | Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from August 6, 2015 through September 30, 2015, the period following the recapitalization transactions and IPO (see Note 14). |
Condensed consolidated stateme5
Condensed consolidated statements of comprehensive income (loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income including non-controlling interests | $ 738 | $ 8,303 | $ 20,890 | $ 23,512 |
Other comprehensive loss, net: | ||||
Losses on interest rate swaps | (92) | |||
Unrealized loss on interest rate caps, net of tax | (557) | (29) | (1,497) | (29) |
Foreign currency translation adjustments | 198 | 5 | 245 | 5 |
Total other comprehensive loss, net | (359) | (24) | (1,252) | (116) |
Total comprehensive income including non-controlling interests | 379 | 8,279 | 19,638 | 23,396 |
Less: total comprehensive income attributable to non-controlling interests | 4,423 | 176 | 4,649 | 494 |
Total comprehensive income (loss) attributable to Planet Fitness, Inc. | $ (4,044) | $ 8,103 | $ 14,989 | $ 22,902 |
Condensed consolidated stateme6
Condensed consolidated statements of cash flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 20,890 | $ 23,512 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 24,160 | 23,585 |
Amortization of deferred financing costs | 1,070 | 1,006 |
Amortization of favorable leases and asset retirement obligations | 380 | 251 |
Deferred tax (benefit) expense | (141) | 2 |
Provision for bad debts | 547 | 74 |
Gain on disposal of property and equipment | (76) | (269) |
Unrealized gain on interest rate swaps | 29 | |
Loss on extinguishment of debt | 4,697 | |
Equity-based compensation | 4,647 | |
Changes in operating assets and liabilities, excluding effects of acquisitions: | ||
State income taxes | 969 | (2,243) |
Accounts receivable | 8,830 | 4,187 |
Notes receivable and due from related parties | 4,532 | 1,280 |
Inventory | 237 | 471 |
Other assets and other current assets | (563) | (197) |
Accounts payable and accrued expenses | (11,745) | (10,573) |
Other liabilities and other current liabilities | 57 | (241) |
Equipment deposits | 823 | 3,782 |
Deferred revenue | 626 | (1,300) |
Deferred rent | 1,330 | 1,022 |
Net cash provided by operating activities | 56,573 | 49,075 |
Cash flows from investing activities: | ||
Additions to property and equipment | (13,830) | (7,667) |
Acquisition of franchises | (38,638) | |
Proceeds from sale of property and equipment | 76 | 274 |
Net cash used in investing activities | (13,754) | (46,031) |
Cash flows from financing activities: | ||
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and commissions | 156,946 | |
Use of proceeds from issuance of Class A common stock to purchase Holdings Units | (156,946) | |
Proceeds from issuance of long-term debt | 120,000 | 390,000 |
Principal payments on capital lease obligations | (343) | (997) |
Repayment of long-term debt | (3,525) | (184,825) |
Payment of deferred financing and other debt-related costs | (1,698) | (7,785) |
Premiums paid for interest rate caps | (880) | (2,373) |
Distributions to variable interest entities | (458) | |
Distributions to Continuing LLC Members | (171,101) | (193,981) |
Net cash used in financing activities | (57,547) | (419) |
Effects of exchange rate changes on cash and cash equivalents | (102) | 4 |
Net (decrease) increase in cash and cash equivalents | (14,830) | 2,629 |
Cash and cash equivalents, beginning of period | 43,291 | 31,267 |
Cash and cash equivalents, end of period | 28,461 | 33,896 |
Supplemental cash flow information: | ||
Net cash paid for income taxes | 1,105 | 1,824 |
Cash paid for interest | 17,063 | 14,061 |
Non-cash investing activities: | ||
Non-cash consideration for acquisition of franchises | $ 3,000 | |
Non-cash additions to property and equipment | $ 709 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Changes in Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Members' Equity [Member] | Accumulated Other Comprehensive Loss [Member] | Additional Paid-in capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interests [Member] | Class A Common Stock [Member] | Class A Common Stock [Member]Common Stock [Member] | Class B Common Stock [Member] | Class B Common Stock [Member]Common Stock [Member] |
Beginning balance at Dec. 31, 2014 | $ 151,749 | $ 146,156 | $ (636) | $ 6,229 | ||||||
Distributions to members prior to the recapitalization transactions | (164,693) | (164,693) | ||||||||
Net income prior to the recapitalization transactions | 14,676 | 14,412 | 264 | |||||||
Other comprehensive loss prior to the recapitalization transactions | (1,054) | (1,054) | ||||||||
Equity-based compensation expense recorded in connection with recapitalization transactions | 4,525 | 4,525 | ||||||||
Effect of the recapitalization transactions | $ (400) | $ 138 | 252 | $ 3 | $ 7 | |||||
Effect of the recapitalization transactions, shares | 26,107 | 72,603 | ||||||||
Issuance of Class A common stock in IPO, net of commissions | $ 1 | $ (1) | ||||||||
Issuance of Class A common stock in IPO, net of commissions, shares | 10,491,000 | (10,491,000) | ||||||||
Net income subsequent to the recapitalization transactions | 6,214 | 1,621 | 4,593 | |||||||
Tax benefit arrangement liability and deferred taxes arising from the recapitalization transactions and IPO | (19,135) | (19,135) | ||||||||
Equity-based compensation expense subsequent to the recapitalization transactions | 122 | $ 122 | ||||||||
Distributions paid to non- controlling unit holders | (6,408) | (6,408) | ||||||||
Other comprehensive loss subsequent to the recapitalization transactions | (198) | (198) | ||||||||
Ending balance at Sep. 30, 2015 | $ (14,202) | $ (1,888) | $ 122 | $ (17,376) | $ 4,930 | $ 4 | $ 6 | |||
Ending balance (shares) at Sep. 30, 2015 | 36,598,000 | 36,598,000 | 62,112,000 | 62,112,000 |
Business organization
Business organization | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business organization | (1) Business organization Planet Fitness, Inc. (the “Company”), through its subsidiaries, is a franchisor and operator of fitness centers, with more than 7.1 million members and 1,040 owned and franchised locations (referred to as stores) in 47 states, the District of Columbia, Puerto Rico and Canada as of September 30, 2015. The Company serves as the reporting entity for its various subsidiaries that operate three distinct lines of business: · Licensing and selling franchises under the Planet Fitness trade name. · Owning and operating fitness centers under the Planet Fitness trade name. · Selling fitness-related equipment to franchisee-owned stores. The Company was formed as a Delaware corporation on March 16, 2015 for the purpose of facilitating an initial public offering (the “IPO”) and related transactions in order to carry on the business of Pla-Fit Holdings, LLC and its subsidiaries (“Pla-Fit Holdings”). As of August 5, 2015, in connection with the recapitalization transactions discussed below, the Company became the sole managing member and holder of 100% of the voting power of Pla-Fit Holdings and 37.1% of the economic interest. Pla-Fit Holdings owns 100% of Planet Intermediate, LLC which has no operations but is the 100% owner of Planet Fitness Holdings, LLC, a franchisor and operator of fitness centers. With respect to the Company, Pla-Fit Holdings and Planet Intermediate, LLC, each entity owns nothing other than the respective entity below it in the corporate structure and each entity has no other material operations, assets, or liabilities. Initial Public Offering On August 11, 2015, the Company completed an IPO pursuant to which the Company and selling stockholders sold an aggregate of 15,525,000 shares of Class A common stock at a public offering price of $16.00 per share. The Company received $156,946 in proceeds from its sale of 10,491,055 shares of Class A common stock, net of underwriting discounts and commissions, which were used to purchase an equal number of limited liability company units (“Holdings Units”) from existing holders (“Continuing LLC Owners”) of interests in Pla-Fit Holdings, at a purchase price per unit equal to the IPO price per share of Class A common stock, net of underwriting discounts and commissions. Recapitalization Transactions In connection with the IPO, the Company and Pla-Fit Holdings completed a series of recapitalization transactions on August 5, 2015 which are described below (also see Note 12): · Pla-Fit Holdings amended and restated the limited liability company agreement to, among other things, (i) provide for a new single class of limited liability company units, Holdings Units, (ii) exchange all membership interests of the then-existing holders of Pla-Fit Holdings membership interests for Holdings Units and (iii) appoint the Company as the sole managing member of Pla-Fit Holdings. · The Company issued 72,602,810 shares of Class B common stock with voting rights but no economic rights to Pla-Fit Holdings’ existing owners on a one-to-one basis for each Holdings Unit owned. · The Company merged with Planet Fitness Holdings L.P., a predecessor entity to the Company that held indirect interests in Pla-Fit Holdings, for which the Company issued 26,106,930 shares of Class A common stock to the holders of interests in Planet Fitness Holdings L.P. (the “Direct TSG Investors”). Subsequent to the IPO and the related recapitalization transactions, the Company is a holding company whose principal asset is a controlling equity interest in Pla-Fit Holdings. As the sole managing member of Pla-Fit Holdings, the Company operates and controls all of the business and affairs of Pla-Fit Holdings, and through Pla-Fit Holdings, conducts its business. As a result the Company consolidates Pla-Fit Holdings’ financial results and reports a non-controlling interest related to the portion of Holdings Units not owned by the Company. As of September 30, 2015, the Company owned 100% of the voting interest, and approximately 37.1% of the economic interest of Pla-Fit Holdings. As future exchanges of Holdings Units occur, the economic interest in Pla-Fit Holdings held by Planet Fitness, Inc. will increase. The recapitalization transactions are considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the recapitalization transactions are the financial statements of Pla-Fit Holdings as the predecessor to the Company for accounting and reporting purposes. Unless otherwise specified, “the Company” refers to both Planet Fitness, Inc. and Pla-Fit Holdings throughout the remainder of these notes. Variable Interest Entities The results of the Company have been consolidated with Matthew Michael Realty LLC (“MMR”) and PF Melville LLC (“PF Melville”) based on the determination that the Company is the primary beneficiary with respect to these variable interest entities (“VIEs”). These entities are real estate holding companies that derive a majority of their financial support from the Company through lease agreements for corporate stores. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | (2) Summary of significant accounting policies (a) Basis of presentation and consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements as of and for the three and nine months ended September 30, 2015 and 2014 are unaudited. The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited financial statements at that date but does not include all of the disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2014 and related notes included in our final prospectus for the Company’s IPO dated August 6, 2015 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC (the “Prospectus”) . As discussed in Note 1, as a result of the recapitalization transactions, Planet Fitness, Inc. consolidates Pla-Fit Holdings and Pla-Fit Holdings is considered to be the predecessor to Planet Fitness, Inc. for accounting and reporting purposes. The Company also consolidates entities in which it has a controlling financial interest, the usual condition of which is ownership of a majority voting interest. The Company also considers for consolidation certain interests where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a VIE, is required to be consolidated by its primary beneficiary. The primary beneficiary of a VIE is considered to possess the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the rights to receive benefits from the VIE that are significant to it. The principal entities in which the Company possesses a variable interest include franchise entities and certain other entities. The Company is not deemed to be the primary beneficiary for Planet Fitness franchise entities. Therefore, these entities are not consolidated. See Note 3 for further information related to the Company’s VIEs. (b) Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. Significant areas where estimates and judgments are relied upon by management in the preparation of the consolidated financial statements include revenue recognition, valuation of assets and liabilities in connection with acquisitions, valuation of equity-based compensation awards, the evaluation of the recoverability of goodwill and long-lived assets, including intangible assets, income taxes, including deferred tax assets and liabilities and reserves for unrecognized tax benefits, and the liability for the Company’s tax receivable agreements. (c) Fair Value The table below presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014: Quoted Significant Total fair prices other Significant value at in active observable unobservable September 30, markets inputs inputs 2015 (Level 1) (Level 2) (Level 3) Interest rate caps $ 1,010 $ — $ 1,010 $ — Quoted Significant Total fair prices other Significant value at in active observable unobservable December 31, markets inputs inputs 2014 (Level 1) (Level 2) (Level 3) Interest rate caps $ 1,711 $ — $ 1,711 $ — (d) Recent accounting pronouncements The FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, The FASB issued ASU No. 2015-02, Income Statement—Consolidation, The FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, In September 2015, the FASB issued Accounting Standards Update No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments |
Variable interest entities
Variable interest entities | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Variable interest entities | (3) Variable interest entities The carrying values of VIEs included in the consolidated financial statements as of September 30, 2015 and December 31, 2014 are as follows: September 30, 2015 December 31, 2014 Assets Liabilities Assets Liabilities PF Melville $ 3,666 $ — $ 3,479 $ — MMR $ 2,902 — 2,750 — Total $ 6,568 $ — $ 6,229 $ — The Company also has variable interests in certain franchisees mainly through the guarantee of certain debt and lease agreements as well as financing provided by the Company and by certain related parties to franchisees. The Company’s maximum obligation, as a result of its guarantees of leases and debt, is approximately $2,040 and $2,896 as of September 30, 2015 and December 31, 2014, respectively. The amount of the Company’s maximum obligation represents a loss that the Company could incur from the variability in credit exposure without consideration of possible recoveries through insurance or other means. In addition, the amount bears no relation to the ultimate settlement anticipated to be incurred from the Company’s involvement with these entities, which is estimated at $0. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisition | (4) Acquisition On March 31, 2014, the Company purchased certain assets from one of its franchisees, including eight franchisee-owned stores in New York, for consideration of $42,931, including a cash payment of $39,931 and a $3,000 discount to be applied to future equipment purchases. The $3,000 equipment discount has been recorded as deferred revenue by the Company and is being recognized as future equipment sales are made by the Company to the franchisee. In addition, as a result of the transaction, the Company incurred a loss on unfavorable reacquired franchise rights of $1,293, which has been reflected in other operating costs in the statement of operations. The loss incurred reduced the net purchase price to $41,638. The Company financed the purchase through its credit facility. The purchase consideration was allocated as follows: Amount Fixed assets $ 7,634 Reacquired franchise rights 8,950 Membership relationships 5,882 Favorable leases, net 700 Other assets 35 Goodwill 19,771 Liabilities assumed, including deferred revenues (1,334 ) $ 41,638 |
National advertising fund
National advertising fund | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
National advertising fund | (5) National advertising fund On July 26, 2011, the Company established Planet Fitness NAF, LLC (“NAF”) for the creation and development of marketing, advertising, and related programs and materials for all Planet Fitness stores located in the United States and Puerto Rico. On behalf of the NAF, the Company collects 2% of gross monthly membership billings from franchisees, in accordance with the provisions of the franchise agreements. The Company also contributes 2% of monthly membership billings from stores owned by the Company to the NAF. The use of amounts received by NAF is restricted to advertising, product development, public relations, merchandising, and administrative expenses and programs to increase sales and further enhance the public reputation of the Planet Fitness brand. The Company consolidates and reports all assets and liabilities held by the NAF. Amounts received by NAF are reported as restricted assets and restricted liabilities within current assets and current liabilities on the condensed consolidated balance sheets. The Company provides administrative services to NAF and charges NAF a fee for providing those services. These services include accounting services, information technology, data processing, product development, legal and administrative support, and other operating expenses, which amounted to $342 and $274 for the three months ended September 30, 2015 and 2014, respectively, and $1,026 and $829 for the nine months ended September 30, 2015 and 2014, respectively. The fees paid to the Company by NAF are included in the condensed consolidated statements of operations as a reduction in general and administrative expense, where the expense incurred by the Company was initially recorded. |
Property and equipment
Property and equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and equipment | (6) Property and equipment Property and equipment as of September 30, 2015 and December 31, 2014 consists of the following: September 30, 2015 December 31, 2014 Land $ 910 $ 910 Equipment 27,226 22,137 Leasehold improvements 36,337 27,361 Buildings and improvements 5,107 5,119 Vehicles 155 155 Other 4,587 4,250 Construction in progress 3,309 5,375 77,631 65,307 Accumulated Depreciation (23,296 ) (15,728 ) Total $ 54,335 $ 49,579 The Company recorded depreciation expense of $2,716 and $2,450 for the three months ended September 30, 2015 and 2014, respectively, and $8,360 and $6,483 for the nine months ended September 30, 2015 and 2014, respectively. |
Goodwill and intangible assets
Goodwill and intangible assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | (7) Goodwill and intangible assets A summary of goodwill and intangible assets at September 30, 2015 and December 31, 2014 is as follows: Weighted average Gross amortization carrying Accumulated Net carrying September 30, 2015 period (years) amount amortization Amount Customer relationships 11.1 $ 171,782 (53,585 ) $ 118,197 Noncompete agreements 5.0 14,500 (8,402 ) 6,098 Favorable leases 7.5 2,935 (1,159 ) 1,776 Order backlog 0.4 3,400 (3,400 ) — Reacquired franchise rights 5.8 8,950 (2,335 ) 6,615 201,567 (68,881 ) 132,686 Indefinite-lived intangible: Trade and brand names N/A 146,300 — 146,300 Total intangible assets $ 347,867 $ (68,881 ) $ 278,986 Goodwill $ 176,981 $ — $ 176,981 Weighted average Gross amortization carrying Accumulated Net carrying December 31, 2014 period (years) amount amortization Amount Customer relationships 11.1 $ 171,782 $ (41,130 ) $ 130,652 Noncompete agreements 5.0 14,500 (6,229 ) 8,271 Favorable leases 7.5 2,935 (779 ) 2,156 Order backlog 0.4 3,400 (3,400 ) — Reacquired franchise rights 5.8 8,950 (1,167 ) 7,783 201,567 (52,705 ) 148,862 Indefinite-lived intangible: Trade and brand names N/A 146,300 — 146,300 Total intangible assets $ 347,867 $ (52,705 ) $ 295,162 Goodwill $ 176,981 $ — $ 176,981 The Company determined that no impairment charges were required during any periods presented. |
Long-term debt
Long-term debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term debt | (8) Long-term debt Long-term debt as of September 30, 2015 and December 31, 2014 consists of the following: September 30, 2015 December 31, 2014 Term loan B requires quarterly installments plus interest through the term of the loan, maturing March 31, 2021. Outstanding borrowings bear interest at LIBOR or base rate (as defined) plus a margin at the election of the borrower (4.75% at September 30, 2015 and December 31, 2014) $ 503,550 $ 387,075 Revolving credit line, requires interest only payments through the term of the loan, maturing March 31, 2019. Outstanding borrowings bear interest at LIBOR or base rate (as defined) plus a margin at the election of the borrower (4.25% at September 30, 2015 and December 31, 2014) — — Total debt $ 503,550 $ 387,075 Current portion of long-term debt and line of credit 5,100 3,900 Long-term debt, net of current portion $ 498,450 $ 383,175 On March 31, 2014, the Company entered into a five-year $430,000 credit facility with a consortium of banks and lenders to refinance its existing indebtedness, as well as to provide funds for working capital, capital expenditures, acquisitions, a $173,900 dividend and general corporate purposes. The facility consisted of a $390,000 Term Loan and a $40,000 Revolving Credit Facility. On March 31, 2015, the Company amended this credit facility to increase the Term Loan to $510,000 to fund a cash dividend of $140,000. The unused portion of the Revolving Credit Facility as of September 30, 2015 was $40,000. The Term Loan calls for quarterly principal installment payments of $1,275 through March 2021. Capitalized debt issuance costs associated with the outstanding term loan and revolving credit line totaled $9,930 and are reflected in other long-term assets in the Company’s condensed consolidated balance sheet, net of accumulated amortization of $2,007 as of September 30, 2015. The credit facility requires the Company to meet certain financial covenants, which the Company was in compliance with as of September 30, 2015. The facility is secured by all of the Company’s assets, excluding the assets attributable to the consolidated VIEs (see Note 3). Future annual principal payments of long-term debt as of September 30, 2015 are as follows: Amount Remainder of 2015 $ 1,275 2016 5,100 2017 5,100 2018 5,100 2019 5,100 Thereafter 481,875 Total $ 503,550 |
Derivative instruments and hedg
Derivative instruments and hedging activities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative instruments and hedging activities | (9) Derivative instruments and hedging activities The Company utilizes interest-rate-related derivative instruments to manage its exposure related to changes in interest rates on its variable-rate debt instruments. The Company does not enter into derivative instruments for any purpose other than cash flow hedging. The Company does not speculate using derivative instruments. By using derivative financial instruments to hedge exposures to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is an asset, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is a liability, the Company owes the counterparty and, therefore, the Company is not exposed to the counterparty’s credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties whose credit rating is higher than A1/A+ at the inception of the derivative transaction. The derivative instruments entered into by the Company do not contain credit-risk-related contingent features. Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. The Company assesses interest rate risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. The Company monitors interest rate risk attributable to both the Company’s outstanding or forecasted debt obligations as well as the Company’s offsetting hedge positions. During 2014, the Company utilized LIBOR-based interest rate swap agreements that were entered into to manage fluctuations in cash flows resulting from changes in the benchmark interest rate of LIBOR. It was determined on March 31, 2014 that the hedge was ineffective and expense of $92 was reclassified from other comprehensive income to interest expense. The interest rate swaps were all terminated by September 2014. In September 2014 and September 2015, the Company entered into a series of interest rate caps. As of September 30, 2015, the Company had interest rate cap agreements with notional amounts of $328,000 outstanding that were entered into in order to hedge LIBOR greater than 1.5%. The interest rate cap balances of $1,010 and $1,711 were recorded within other assets in the condensed consolidated balance sheets as of September 30, 2015 and December 31, 2014, respectively. These amounts have been measured at fair value and are considered to be a Level 2 fair value measurement. The Company recorded a reduction to the value of its interest rate caps of $1,497, net of tax of $80, within other comprehensive loss during the nine months ended September 30, 2015. As of September 30, 2015, the Company does not expect to reclassify any amounts included in accumulated other comprehensive income (loss) into earnings during the next 12 months. Transactions and events expected to occur over the next twelve months that will necessitate reclassifying these derivatives’ loss to earnings include the re-pricing of variable-rate debt. |
Deferred revenue
Deferred revenue | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred revenue | (10) Deferred revenue The summary set forth below represents the balances in deferred revenue as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Prepaid membership fees $ 4,433 $ 5,382 Enrollment fees 1,639 1,692 Equipment discount 2,629 2,689 Annual membership fees 4,773 5,696 Area development and franchise fees 10,921 8,420 Total deferred revenue 24,395 23,879 Long-term portion of deferred revenue 12,033 9,330 Current portion of deferred revenue $ 12,362 $ 14,549 Equipment deposits received in advance of delivery, placement and customer acceptance as of September 30, 2015 and December 31, 2014 were $7,498 and $6,675, respectively. |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related party transactions | (11) Related party transactions Amounts due from stockholders/members as of September 30, 2015 and December 31, 2014 relate to reimbursements for certain taxes owed and paid by the Company. September 30, 2015 December 31, 2014 Accounts receivable – related entities $ 34 $ 11 Accounts receivable – stockholders/members 4,674 1,130 4,708 1,141 Due from related parties, current portion 4,708 1,141 Due from related parties, net of current portion $ — $ — Activity with entities considered to be related parties is summarized below. For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Franchise revenue $ 298 $ 178 $ 868 $ 524 Equipment revenue 425 1,796 1,108 3,115 Total revenue from related parties $ 723 $ 1,974 $ 1,976 $ 3,639 The Company paid management fees to TSG Consumer Partners, LLC (TSG) totaling $1,384 and $250 during the three months ended September 30, 2015 and 2014, respectively nine months ended September 30, 2015 and 2014 |
Stockholder's equity
Stockholder's equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholder's equity | (12) Stockholder’s equity The recapitalization transactions We refer to the Merger, Reclassification and entry into the Exchange agreement, each as described below, as the “recapitalization transactions.” The Merger was effected pursuant to a merger agreement by and among the Company and Planet Fitness Holdings, L.P. (a predecessor entity to the Company) and the recapitalization transactions were effected pursuant to a recapitalization agreement by and among the Company, Pla-Fit Holdings, the Continuing LLC Owners and Direct TSG Investors. Merger Prior to the Merger, the Direct TSG Investors held interests in Planet Fitness Holdings, L.P., a predecessor entity to the Company that held indirect interests in Pla-Fit Holdings. Planet Fitness Holdings, L.P. was formed in October 2014 and had no material assets, liabilities or operations, other than as a holding company owning indirect interests in Pla-Fit Holdings. The Direct TSG Investors consist of investment funds affiliated with TSG. Pursuant to a merger agreement dated June 22, 2015, upon the pricing of the IPO, Planet Fitness Holdings, L.P. merged with and into the Company, and the interests in Planet Fitness Holdings, L.P. held by the Direct TSG Investors were converted into 26,106,930 shares of Class A common stock of the Company. We refer to this as the “Merger.” All shares of Class A common stock have both voting and economic rights in Planet Fitness, Inc. The Merger was effected on August 5, 2015, prior to the time our Class A common stock was registered under the Exchange Act and prior to the completion of the IPO. Reclassification The equity interests of Pla-Fit Holdings previously consisted of three different classes of limited liability company units (Class M, Class T and Class O). Prior to the completion of the IPO, the limited liability company agreement of Pla-Fit Holdings was amended and restated to, among other things, modify its capital structure to create a single new class of units, the Holdings Units. We refer to this capital structure modification as the “Reclassification.” The Direct TSG Investors’ indirect interest in Pla-Fit Holdings was held through Planet Fitness Holdings, L.P. As a result, following the Merger, in which Planet Fitness Holdings, L.P. merged with and into the Company, the Direct TSG Investors’ indirect interests in Pla-Fit Holdings are held through the Company. Therefore, the Holdings Units received in the Reclassification were allocated to: (1) the Continuing LLC Owners based on their existing interests in Pla-Fit Holdings; and (2) the Company to the extent of the Direct TSG Investors’ indirect interest in Pla-Fit Holdings. The number of Holdings Units allocated to the Company in the Reclassification was equal to the number of shares of Class A common stock that the Direct TSG Investors received in the Merger (on a one-for-one basis). The Reclassification was effected on August 5, 2015, prior to the time our Class A common stock was registered under the Exchange Act and prior to the completion of the IPO. Following the Merger and the Reclassification, the Company issued to Continuing LLC Owners 72,602,810 shares of Class B common stock, one share of Class B common stock for each Holdings Unit they held. The shares of Class B common stock have no rights to dividends or distributions, whether in cash or stock, but entitle the holder to one vote per share on matters presented to stockholders of the Company. The Continuing LLC Owners consist of investment funds affiliated with TSG and certain employees and directors. Pursuant to the LLC agreement that went into effect at the time of the Reclassification (“New LLC Agreement”), the Company was designated as the sole managing member of Pla-Fit Holdings. Accordingly, the Company has the right to determine when distributions will be made by Pla-Fit Holdings to its members and the amount of any such distributions (subject to the requirements with respect to the tax distributions described below). If the Company authorizes a distribution by Pla-Fit Holdings, the distribution will be made to the members of Pla-Fit Holdings, including the Company, pro rata in accordance with the percentages of their respective Holdings Units. The holders of Holdings Units will incur U.S. federal, state and local income taxes on their allocable share of any taxable income of Pla-Fit Holdings (as calculated pursuant to the New LLC Agreement). Net profits and net losses of Pla-Fit Holdings will generally be allocated to its members pursuant to the New LLC Agreement pro rata in accordance with the percentages of their respective Holdings Units. The New LLC Agreement provides for cash distributions to the holders of Holdings Units for purposes of funding their tax obligations in respect of the income of Pla-Fit Holdings that is allocated to them, to the extent other distributions from Pla-Fit Holdings for the relevant year have been insufficient to cover such liability. Generally, these tax distributions are computed based on the estimated taxable income of Pla-Fit Holdings allocable to the holders of Holdings Units multiplied by an assumed, combined tax rate equal to the maximum rate applicable to an individual or corporation resident in San Francisco, California (taking into account the non-deductibility of certain expenses and the character of the Company’s income). Exchange agreement Following the Merger and the Reclassification, the Company and the Continuing LLC Owners entered into an exchange agreement under which the Continuing LLC Owners (or certain permitted transferees thereof) have the right, from time to time and subject to the terms of the exchange agreement, to exchange their Holdings Units, along with a corresponding number of shares of Class B common stock, for shares of Class A common stock (or cash at the option of the Company) on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and similar transactions. As a Continuing LLC Owner exchanges Holdings Units, along with a corresponding number of shares of Class B common stock, for shares of Class A common stock, the number of Holdings Units held by the Company will be correspondingly increased as it acquires the exchanged Holdings Units and cancels a corresponding number of shares of Class B common stock. Offering transactions In connection with the completion of the IPO on August 11, 2015, in order to facilitate the disposition of equity interests in Pla-Fit Holdings held by Continuing LLC Owners affiliated with TSG, the Company used the net proceeds received to purchase issued and outstanding Holdings Units from these Continuing LLC Owners that they received in the Reclassification. In connection with the IPO, the Company purchased 10,491,055 issued and outstanding Holdings Units from these Continuing LLC Owners for an aggregate of $156,946. This is in addition to the 26,106,930 Holdings Units that the Company acquired in the Reclassification on a one-for-one basis in relation to the number of shares of Class A common stock issued to the Direct TSG Investors in the Merger. Accordingly, following the IPO, the Company holds 36,597,985 Holdings Units, which is equal to the number of shares of Class A common stock that were issued to the Direct TSG Investors and investors in the IPO. The Direct TSG Investors, who did not receive Holdings Units in the Reclassification but received shares of Class A common stock in the Merger, sold 5,033,945 shares of Class A common stock in the IPO as selling stockholders. All expenses of the IPO, other than underwriter discounts and commissions, were borne by Pla-Fit Holdings or reimbursed by Pla-Fit Holdings to the Company and amounted to $2,167 and $7,239 for the three and nine months ended September 30, 2015, respectively. These amounts were recorded in selling, general, and administrative expense in the accompanying statements of operations and could not be capitalized because the Company did not retain any proceeds from the IPO. As a result of the recapitalization transactions and the offering transactions, upon completion of the IPO: · the investors in the IPO collectively owned 15,525,000 shares of our Class A common, representing 15.7% of the voting power in the Company and, through the Company, 15.7% of the economic interest in Pla-Fit Holdings; · the Direct TSG Investors own 21,072,985 shares of our Class A common stock, representing 21.4% of the voting power in the Company and, through the Company, 21.4% of the economic interest in Pla-Fit Holdings; and · the Continuing LLC Owners collectively hold 62,111,755 Holdings Units, representing 62.9% of the economic interest in Pla-Fit Holdings and 62,111,755 shares of our Class B common stock, representing 62.9% of the voting power in the Company. |
Equity-based Compensation
Equity-based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Share Based Compensation [Abstract] | |
Equity-based Compensation | (13) Equity-based compensation The Company has granted equity awards to employees in the form of Class M Units. During the nine months ended September 30, 2015, there were forfeitures of 21.053 Class M units. There were no grants of Class M Units during the nine months ended September 30, 2015. During the nine months ended September 30, 2015, the Company modified the vesting terms of 10.737 outstanding Class M Units such that those units are fully vested and eligible to receive distributions following a liquidity event. In connection with the IPO and related recapitalization transactions as described in Note 1, all of the outstanding Class M Units were converted into Holdings Units and Class B common shares of Planet Fitness, Inc. in accordance with the terms of the awards. The Company’s IPO constituted a qualifying event under the terms of the awards and as a result 4,238,338 Holdings Units and corresponding Class B Common shares were issued to the existing Class M Unit holders with a weighted-average grant date fair value of $1.52 per share. The Company recorded $4,584 of compensation expense in the three and nine months ended September 30, 2015 related to these awards. As of September 30, 2015, 2,194,402 Holdings Units were vested . Stock Options In August 2015, the Company adopted the 2015 Omnibus Incentive Plan (the "2015 Plan") under which the Company may grant options to purchase up to 7,896,800 shares and other equity-based awards to employees, directors and officers. In connection with the IPO, the Company granted options to purchase up to 106,030 shares to certain employees with an exercise price of $16.00 per share. Options to purchase an additional 10,660 shares were granted during the three months ended September 30, 2015, with an exercise price of $17.50 per share. All stock options awarded vest annually over a period of four years. The fair value of stock option awards granted during the three and nine months ended September 30, 2015 was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions: Expected term (years) (1) 6.25 Expected volatility (2) 35.4 % Risk-free interest rate (3) 1.82 % Dividend yield (4) — (1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (2) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (3) The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) We have assumed a dividend yield of zero as we have no plans to declare dividends in the foreseeable future. A summary of stock option activity for the three and nine months ended September 30, 2015: Stock Options Weighted exercise price Outstanding at beginning of period — $ — Granted 116,690 16.14 Exercised — — Forfeited — — Outstanding at end of period 116,690 $ 16.14 The weighted-average grant date fair value of stock options granted during the three and nine months ended September 30, 2015 and 2014 was $6.14. During the three and nine months ended September 30, 2015, $60 was recorded to selling, general and administrative expense related to the stock options. As of September 30, 2015, there were 116,690 stock options outstanding none of which were exercisable. As of September 30, 2015, total unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures, was $634, which is expected to be recognized over a weighted-average period of 3.9 years. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (14) Earnings Per Share Basic earnings per share of Class A common stock is computed by dividing net income attributable to Planet Fitness, Inc. for the period from August 6, 2015 through September 30, 2015, the period following the recapitalization transactions and IPO, by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to Planet Fitness, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. There were no shares of Class A or Class B common stock outstanding prior to August 6, 2015, therefore no earnings per share information has been presented for any period prior to that date. Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to Planet Fitness, Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of the Company’s Class B common stock are, however, considered potentially dilutive shares of Class A common stock because shares of Class B common stock, together with the related Holdings Units, are exchangeable into shares of Class A common stock on a one-for-one basis. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Basic net income per share: August 6, 2015 through September 30, 2015 Numerator Net income $ 6,214 Less: net income attributable to non-controlling interests 4,593 Net income attributable to Planet Fitness, Inc. $ 1,621 Denominator Weighted-average shares of Class A common stock outstanding - basic 35,661,284 Earnings per share of Class A common stock - basic $ 0.05 Diluted net income per share: Numerator Net income available to Class A common stockholders $ 1,621 Reallocation of net income assuming conversion of Holdings Units 4,518 Incremental tax effect of reallocation of net income assuming conversion of Holdings Units (1,740 ) Net income attributable to Class A common stockholders - diluted $ 4,399 Denominator Weighted-average shares of Class A common stock outstanding - basic 35,661,284 Assumed conversion of Holdings Units to shares of Class A common stock 63,048,456 Weighted-average shares of Class A common stock outstanding - diluted 98,709,740 Earnings per share of Class A common stock - diluted $ 0.04 Stock options and restricted stock units were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income taxes | (15) Income taxes As a result of the recapitalization transactions, the Company became the sole managing member of Pla-Fit Holdings, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Pla-Fit Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Pla-Fit Holdings is passed through to and included in the taxable income or loss of its members, including the Company following the recapitalization transactions, on a pro rata basis. Planet Fitness Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income of Pla-Fit Holdings following the recapitalization transactions. The Company is also subject to taxes in foreign jurisdictions. Our effective tax rate of 40.3%, was calculated using the U.S. federal income tax rate and the statutory rates applied to income apportioned to each state and local jurisdiction. This tax rate has been applied to the 37.1% portion of income before taxes that represents the economic interest in Pla-Fit Holdings held by the Company following the recapitalization transactions and IPO. The provision for income taxes also reflects an effective state tax rate of 2.9% applied to non-controlling interests, representing the remaining 62.9% of income before taxes, excluding income from variable interest entities, related to Pla-Fit Holdings. Net deferred tax assets of $122,746 as of September 30, 2015, relate primarily to the tax effects of temporary differences in the book basis as compared to the tax basis of our investment in Pla-Fit Holdings as a result of the recapitalization transactions and IPO. Net deferred tax liabilities of $343 as of December 31, 2014, relate primarily to the tax effects of temporary differences for acquired intangible assets. The Company has net operating loss carryforwards related to its Canada operations of approximately $2,360, which begin to expire in 2034. It is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. As of September 30, 2015, the total liability related to uncertain tax positions is $300. The Company recognizes interest accrued and penalties, if applicable, related to unrecognized tax benefits in income tax expense. Interest and penalties for the nine months ended September 30, 2015 were not material. Tax benefit arrangements The Company’s acquisition of Holdings Units in connection with the IPO and future and certain past exchanges of Holdings Units for shares of the Company’s Class A common stock (or cash at the option of the Company) are expected to produce and have produced favorable tax attributes. In connection with the IPO, the Company entered into two tax receivable agreements. Under the first of those agreements, the Company generally is required to pay to the Continuing LLC Owners 85% of the applicable tax savings, if any, in U.S. federal and state income tax that the Company is deemed to realize as a result of certain tax attributes of their Holdings Units sold to the Company (or exchanged in a taxable sale) and that are created as a result of (i) the sales of their Holdings Units for shares of Class A common stock and (ii) tax benefits attributable to payments made under the tax receivable agreement (including imputed interest). Under the second tax receivable agreement, the Company generally is required to pay to the Direct TSG Investors 85% of the amount of tax savings, if any, that the Company is deemed to realize as a result of the tax attributes of the Holdings Units held in respect of the Direct TSG Investors’ interest in the Company, which resulted from the Direct TSG Investors’ purchase of interests in Pla-Fit Holdings in 2012, and certain other tax benefits. Under both agreements, the Company generally retains the benefit of the remaining 15% of the applicable tax savings. Also, pursuant to the exchange agreement (see Note 12), to the extent an exchange results in Pla-Fit Holdings, LLC incurring a current tax liability relating to the New Hampshire business profits tax, the Continuing LLC Owners have agreed that they will contribute to Pla-Fit Holdings, LLC an amount sufficient to pay such tax liability (up to 3.5% of the value received upon exchange). If and when the Company subsequently realizes a related tax benefit, Pla-Fit Holdings, LLC will distribute the amount of any such tax benefit to the relevant Continuing LLC Owner in respect of its contribution. In connection with the IPO, the Company recorded a liability of $142,011 related to its projected obligations under the tax benefit arrangements. Projected future payments under the tax benefit arrangements are as follows: Amount Remainder of 2015 $ — 2016 3,022 2017 7,302 2018 7,485 2019 7,540 Thereafter 116,662 Total $ 142,011 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | (16) Commitments and contingencies The Company rents equipment, office, and warehouse space at various locations in the United States and Canada under noncancelable operating leases. Rental expense was $4,622 and $4,185 for the three months ended September 30, 2015 and 2014, respectively, and $13,593 and $11,637 for the nine months ended September 30, 2015 and 2014, respectively. Approximate annual future commitments under noncancelable operating leases as of September 30, 2015 are as follows: Amount Remainder of 2015 $ 3,335 2016 13,223 2017 12,708 2018 11,751 2019 10,356 Thereafter 54,083 Total $ 105,456 From time to time, and in the ordinary course of business, the Company is subject to various claims, charges, and litigation, such as employment-related claims and slip and fall cases. The Company is not currently aware of any legal proceedings or claims that the Company believes will have, individually or in the aggregate, a material adverse effect on the Company’s financial position or result of operations. As of September 30, 2015, the Company had advertising purchase commitments of approximately $16,837, including commitments made by the NAF. In addition, the Company had open purchase orders of approximately $23,325 primarily related to equipment to be sold to franchisees. The Company’s maximum obligation, as a result of its guarantees of leases and debt, is approximately $2,040 and $2,896 as of September 30, 2015 and December 31, 2014, respectively. During 2013, the Company adopted the 2013 Performance Incentive Plan, which called for pre-determined bonuses to be paid to employees of the Company upon a future liquidity event of the Company, including an initial public offering that exceeds a predetermined threshold. In connection with the IPO, the Company paid bonuses and recorded expense of $1,688 related to this plan. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segments | (17) Segments The Company has three reportable segments: (i) Franchise; (ii) Corporate-owned stores; and (iii) Equipment. The Company’s operations are organized and managed by type of products and services and segment information is reported accordingly. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer. The CODM reviews financial performance and allocates resources by reportable segment. There have been no operating segments aggregated to arrive at the Company’s reportable segments. The Franchise segment includes operations related to the Company’s franchising business in the United States, Puerto Rico, and Canada. The Corporate-owned stores segment includes operations with respect to all Corporate-owned stores throughout the United States and Canada. The Equipment segment includes the sale of equipment to franchisee-owned stores. The accounting policies of the reportable segments are the same as those described in Note 2. The Company evaluates the performance of its segments and allocates resources to them based on revenue and earnings before interest, taxes, depreciation, and amortization, referred to as Segment EBITDA. Revenues for all operating segments include only transactions with unaffiliated customers and include no intersegment revenues. The tables below summarize the financial information for the Company’s reportable segments for the three and nine months ended September 30, 2015 and 2014. The “Corporate and other” column, as it relates to Segment EBITDA, primarily includes corporate overhead costs, such as payroll and related benefit costs and professional services which are not directly attributable to any individual segment. Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Revenue Franchise segment $ 19,794 $ 15,780 $ 63,430 $ 50,707 Corporate-owned stores segment 25,153 22,692 73,674 62,823 Equipment segment 23,870 24,995 87,588 70,228 Total revenue $ 68,817 $ 63,467 $ 224,692 $ 183,758 Franchise segment revenue includes franchise revenue and commission income. Franchise revenue includes revenues generated from franchisee-owned stores in Puerto Rico of $123 and $98 for the three months ended September 30, 2015 and 2014, respectively, and $328 and $259 for the nine months ended September 30, 2015 and 2014, respectively. The Company’s Canadian corporate-owned stores generated revenue of $950 and $0 for the three months ended September 30, 2015 and 2014, respectively, and $1,958 and $0 for the nine months ended September 30, 2015 and 2014, respectively. Equipment revenue includes revenues from equipment sold in Puerto Rico of $1,071 and $0 for the three months ended September 30, 2015 and 2014, respectively, and $1,071 and $583 for the nine months ended September 30, 2015 and 2014, respectively. All other revenue for the periods presented was generated from corporate-owned and franchisee-owned stores within the United States. Franchise revenue includes revenue generated from placement services of $1,623 and $1,489 for the three months ended September 30, 2015 and 2014, respectively, and $5,895 and $4,586 for the nine months ended September 30, 2015 and 2014, respectively. Included in selling, general and administrative expenses were costs related to placement services of $766 and $493 for the three months ended September 30, 2015 and 2014, respectively, and $2,278 and $1,500 for the nine months ended September 30, 2015 and 2014, respectively. Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Segment EBITDA Franchise $ 15,496 $ 11,879 $ 46,778 $ 39,311 Corporate-owned stores 9,256 9,416 26,342 24,200 Equipment 4,909 5,714 18,914 15,193 Corporate and other (13,161 ) (4,959 ) (27,191 ) (14,010 ) Total Segment EBITDA $ 16,500 $ 22,050 $ 64,843 $ 64,694 The following table reconciles total Segment EBITDA to income before taxes: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Total Segment EBITDA $ 16,500 $ 22,050 $ 64,843 $ 64,694 Less: Depreciation and amortization 7,976 8,542 24,160 23,585 Other expense (1,815 ) (447 ) (2,627 ) (1,089 ) Income from operations 10,339 13,955 43,310 42,198 Interest expense, net (6,556 ) (5,097 ) (17,872 ) (16,705 ) Other expense (1,815 ) (447 ) (2,627 ) (1,089 ) Income before income taxes $ 1,968 $ 8,411 $ 22,811 $ 24,404 The following table summarizes the Company’s assets by reportable segment: September 30, 2015 December 31, 2014 Franchise $ 124,866 $ 183,964 Corporate-owned stores 174,327 161,183 Equipment 262,489 250,578 Unallocated 139,461 13,551 Total consolidated assets $ 701,143 $ 609,276 The table above includes $3,366 and $2,011 of long-lived assets located in the Company’s corporate-owned stores in Canada as of September 30, 2015 and December 31, 2014 The following table summarizes the Company’s goodwill by reportable segment: September 30, 2015 December 31, 2014 Franchise $ 16,938 $ 16,938 Corporate-owned stores 67,377 67,377 Equipment 92,666 92,666 Consolidated goodwill $ 176,981 $ 176,981 |
Corporate-owned and franchisee-
Corporate-owned and franchisee-owned stores | 9 Months Ended |
Sep. 30, 2015 | |
Other Industries [Abstract] | |
Corporate-owned and franchisee-owned stores | (18) Corporate-owned and franchisee-owned stores The following table shows changes in our corporate-owned and franchisee-owned stores for the three and nine months ended September 30, 2015 and 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Franchisee-owned stores: Stores operated at beginning of period 956 764 863 704 New stores opened 26 24 122 93 Stores debranded, sold or consolidated (1) — (1 ) (3 ) (10 ) Stores operated at end of period 982 787 982 787 Corporate-owned stores: Stores operated at beginning of period 58 54 55 45 New stores opened — — 3 1 Stores acquired from franchisees — — — 8 Stores operated at end of period 58 54 58 54 Total stores: Stores operated at beginning of period 1,014 818 918 749 New stores opened 26 24 125 94 Stores debranded, sold or consolidated (1) — (1 ) (3 ) (2 ) Stores operated at end of period 1,040 841 1,040 841 (1) The term “debrand” refers to a franchisee-owned store whose right to use the Planet Fitness brand and marks has been terminated due to non-compliance with brand standards in accordance with the franchise agreement. We retain the right to prevent debranded stores from continuing to operate as fitness centers. The term “consolidation” refers to the combination of a franchisee’s store with another store located in close proximity owned by the same franchisee, with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining store. |
Summary of significant accoun26
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | (a) Basis of presentation and consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements as of and for the three and nine months ended September 30, 2015 and 2014 are unaudited. The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited financial statements at that date but does not include all of the disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2014 and related notes included in our final prospectus for the Company’s IPO dated August 6, 2015 filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC (the “Prospectus”) . As discussed in Note 1, as a result of the recapitalization transactions, Planet Fitness, Inc. consolidates Pla-Fit Holdings and Pla-Fit Holdings is considered to be the predecessor to Planet Fitness, Inc. for accounting and reporting purposes. The Company also consolidates entities in which it has a controlling financial interest, the usual condition of which is ownership of a majority voting interest. The Company also considers for consolidation certain interests where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a VIE, is required to be consolidated by its primary beneficiary. The primary beneficiary of a VIE is considered to possess the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the rights to receive benefits from the VIE that are significant to it. The principal entities in which the Company possesses a variable interest include franchise entities and certain other entities. The Company is not deemed to be the primary beneficiary for Planet Fitness franchise entities. Therefore, these entities are not consolidated. See Note 3 for further information related to the Company’s VIEs. |
Use of estimates | (b) Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. Significant areas where estimates and judgments are relied upon by management in the preparation of the consolidated financial statements include revenue recognition, valuation of assets and liabilities in connection with acquisitions, valuation of equity-based compensation awards, the evaluation of the recoverability of goodwill and long-lived assets, including intangible assets, income taxes, including deferred tax assets and liabilities and reserves for unrecognized tax benefits, and the liability for the Company’s tax receivable agreements. |
Fair Value | (c) Fair Value The table below presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014: Quoted Significant Total fair prices other Significant value at in active observable unobservable September 30, markets inputs inputs 2015 (Level 1) (Level 2) (Level 3) Interest rate caps $ 1,010 $ — $ 1,010 $ — Quoted Significant Total fair prices other Significant value at in active observable unobservable December 31, markets inputs inputs 2014 (Level 1) (Level 2) (Level 3) Interest rate caps $ 1,711 $ — $ 1,711 $ — |
Recent accounting pronouncements | (d) Recent accounting pronouncements The FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, The FASB issued ASU No. 2015-02, Income Statement—Consolidation, The FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, In September 2015, the FASB issued Accounting Standards Update No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments |
Summary of significant accoun27
Summary of significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Company's Assets and Liabilities Measured at Fair Value on Recurring Basis | The table below presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014: Quoted Significant Total fair prices other Significant value at in active observable unobservable September 30, markets inputs inputs 2015 (Level 1) (Level 2) (Level 3) Interest rate caps $ 1,010 $ — $ 1,010 $ — Quoted Significant Total fair prices other Significant value at in active observable unobservable December 31, markets inputs inputs 2014 (Level 1) (Level 2) (Level 3) Interest rate caps $ 1,711 $ — $ 1,711 $ — |
Variable interest entities (Tab
Variable interest entities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Carrying Value of Variable Interest Entities of Consolidated Financial Statements | The carrying values of VIEs included in the consolidated financial statements as of September 30, 2015 and December 31, 2014 are as follows: September 30, 2015 December 31, 2014 Assets Liabilities Assets Liabilities PF Melville $ 3,666 $ — $ 3,479 $ — MMR $ 2,902 — 2,750 — Total $ 6,568 $ — $ 6,229 $ — |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Allocated Purchase Consideration | The purchase consideration was allocated as follows: Amount Fixed assets $ 7,634 Reacquired franchise rights 8,950 Membership relationships 5,882 Favorable leases, net 700 Other assets 35 Goodwill 19,771 Liabilities assumed, including deferred revenues (1,334 ) $ 41,638 |
Property and equipment (Tables)
Property and equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of September 30, 2015 and December 31, 2014 consists of the following: September 30, 2015 December 31, 2014 Land $ 910 $ 910 Equipment 27,226 22,137 Leasehold improvements 36,337 27,361 Buildings and improvements 5,107 5,119 Vehicles 155 155 Other 4,587 4,250 Construction in progress 3,309 5,375 77,631 65,307 Accumulated Depreciation (23,296 ) (15,728 ) Total $ 54,335 $ 49,579 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Intangible Assets | A summary of goodwill and intangible assets at September 30, 2015 and December 31, 2014 is as follows: Weighted average Gross amortization carrying Accumulated Net carrying September 30, 2015 period (years) amount amortization Amount Customer relationships 11.1 $ 171,782 (53,585 ) $ 118,197 Noncompete agreements 5.0 14,500 (8,402 ) 6,098 Favorable leases 7.5 2,935 (1,159 ) 1,776 Order backlog 0.4 3,400 (3,400 ) — Reacquired franchise rights 5.8 8,950 (2,335 ) 6,615 201,567 (68,881 ) 132,686 Indefinite-lived intangible: Trade and brand names N/A 146,300 — 146,300 Total intangible assets $ 347,867 $ (68,881 ) $ 278,986 Goodwill $ 176,981 $ — $ 176,981 Weighted average Gross amortization carrying Accumulated Net carrying December 31, 2014 period (years) amount amortization Amount Customer relationships 11.1 $ 171,782 $ (41,130 ) $ 130,652 Noncompete agreements 5.0 14,500 (6,229 ) 8,271 Favorable leases 7.5 2,935 (779 ) 2,156 Order backlog 0.4 3,400 (3,400 ) — Reacquired franchise rights 5.8 8,950 (1,167 ) 7,783 201,567 (52,705 ) 148,862 Indefinite-lived intangible: Trade and brand names N/A 146,300 — 146,300 Total intangible assets $ 347,867 $ (52,705 ) $ 295,162 Goodwill $ 176,981 $ — $ 176,981 |
Long-term debt (Tables)
Long-term debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt as of September 30, 2015 and December 31, 2014 consists of the following: September 30, 2015 December 31, 2014 Term loan B requires quarterly installments plus interest through the term of the loan, maturing March 31, 2021. Outstanding borrowings bear interest at LIBOR or base rate (as defined) plus a margin at the election of the borrower (4.75% at September 30, 2015 and December 31, 2014) $ 503,550 $ 387,075 Revolving credit line, requires interest only payments through the term of the loan, maturing March 31, 2019. Outstanding borrowings bear interest at LIBOR or base rate (as defined) plus a margin at the election of the borrower (4.25% at September 30, 2015 and December 31, 2014) — — Total debt $ 503,550 $ 387,075 Current portion of long-term debt and line of credit 5,100 3,900 Long-term debt, net of current portion $ 498,450 $ 383,175 |
Schedule of Future Annual Payments of Long-term Debt | Future annual principal payments of long-term debt as of September 30, 2015 are as follows: Amount Remainder of 2015 $ 1,275 2016 5,100 2017 5,100 2018 5,100 2019 5,100 Thereafter 481,875 Total $ 503,550 |
Deferred revenue (Tables)
Deferred revenue (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule of Deferred Revenue | The summary set forth below represents the balances in deferred revenue as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Prepaid membership fees $ 4,433 $ 5,382 Enrollment fees 1,639 1,692 Equipment discount 2,629 2,689 Annual membership fees 4,773 5,696 Area development and franchise fees 10,921 8,420 Total deferred revenue 24,395 23,879 Long-term portion of deferred revenue 12,033 9,330 Current portion of deferred revenue $ 12,362 $ 14,549 |
Related party transactions (Tab
Related party transactions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Summary of Amounts Due From Stockholders/Members | Amounts due from stockholders/members as of September 30, 2015 and December 31, 2014 relate to reimbursements for certain taxes owed and paid by the Company. September 30, 2015 December 31, 2014 Accounts receivable – related entities $ 34 $ 11 Accounts receivable – stockholders/members 4,674 1,130 4,708 1,141 Due from related parties, current portion 4,708 1,141 Due from related parties, net of current portion $ — $ — |
Schedule of Related Party Transactions | Activity with entities considered to be related parties is summarized below. For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Franchise revenue $ 298 $ 178 $ 868 $ 524 Equipment revenue 425 1,796 1,108 3,115 Total revenue from related parties $ 723 $ 1,974 $ 1,976 $ 3,639 |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Share Based Compensation [Abstract] | |
Fair Value of Stock Option Awards Determined on Grant Date Using Black-Scholes Valuation Model | The fair value of stock option awards granted during the three and nine months ended September 30, 2015 was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions: Expected term (years) (1) 6.25 Expected volatility (2) 35.4 % Risk-free interest rate (3) 1.82 % Dividend yield (4) — |
Summary of Stock Option Activity | A summary of stock option activity for the three and nine months ended September 30, 2015: Stock Options Weighted exercise price Outstanding at beginning of period — $ — Granted 116,690 16.14 Exercised — — Forfeited — — Outstanding at end of period 116,690 $ 16.14 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Class A Common Stock [Member] | |
Earnings Per Share Basic [Line Items] | |
Reconciliation of Numerators and Denominators Used to Compute Basic and Diluted Earnings per Share | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Basic net income per share: August 6, 2015 through September 30, 2015 Numerator Net income $ 6,214 Less: net income attributable to non-controlling interests 4,593 Net income attributable to Planet Fitness, Inc. $ 1,621 Denominator Weighted-average shares of Class A common stock outstanding - basic 35,661,284 Earnings per share of Class A common stock - basic $ 0.05 Diluted net income per share: Numerator Net income available to Class A common stockholders $ 1,621 Reallocation of net income assuming conversion of Holdings Units 4,518 Incremental tax effect of reallocation of net income assuming conversion of Holdings Units (1,740 ) Net income attributable to Class A common stockholders - diluted $ 4,399 Denominator Weighted-average shares of Class A common stock outstanding - basic 35,661,284 Assumed conversion of Holdings Units to shares of Class A common stock 63,048,456 Weighted-average shares of Class A common stock outstanding - diluted 98,709,740 Earnings per share of Class A common stock - diluted $ 0.04 |
Income taxes (Tables)
Income taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Future Payments Under Tax Benefit Arrangements | Projected future payments under the tax benefit arrangements are as follows: Amount Remainder of 2015 $ — 2016 3,022 2017 7,302 2018 7,485 2019 7,540 Thereafter 116,662 Total $ 142,011 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Commitments Under Noncancelable Operating Leases | Approximate annual future commitments under noncancelable operating leases as of September 30, 2015 are as follows: Amount Remainder of 2015 $ 3,335 2016 13,223 2017 12,708 2018 11,751 2019 10,356 Thereafter 54,083 Total $ 105,456 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Summary of Financial Information for the Company's Reportable Segments | The tables below summarize the financial information for the Company’s reportable segments for the three and nine months ended September 30, 2015 and 2014. Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Revenue Franchise segment $ 19,794 $ 15,780 $ 63,430 $ 50,707 Corporate-owned stores segment 25,153 22,692 73,674 62,823 Equipment segment 23,870 24,995 87,588 70,228 Total revenue $ 68,817 $ 63,467 $ 224,692 $ 183,758 Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Segment EBITDA Franchise $ 15,496 $ 11,879 $ 46,778 $ 39,311 Corporate-owned stores 9,256 9,416 26,342 24,200 Equipment 4,909 5,714 18,914 15,193 Corporate and other (13,161 ) (4,959 ) (27,191 ) (14,010 ) Total Segment EBITDA $ 16,500 $ 22,050 $ 64,843 $ 64,694 |
Reconciliation of Total Segment EBITDA to Income Before Taxes | The following table reconciles total Segment EBITDA to income before taxes: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Total Segment EBITDA $ 16,500 $ 22,050 $ 64,843 $ 64,694 Less: Depreciation and amortization 7,976 8,542 24,160 23,585 Other expense (1,815 ) (447 ) (2,627 ) (1,089 ) Income from operations 10,339 13,955 43,310 42,198 Interest expense, net (6,556 ) (5,097 ) (17,872 ) (16,705 ) Other expense (1,815 ) (447 ) (2,627 ) (1,089 ) Income before income taxes $ 1,968 $ 8,411 $ 22,811 $ 24,404 |
Summary of Company's Assets by Reportable Segment | The following table summarizes the Company’s assets by reportable segment: September 30, 2015 December 31, 2014 Franchise $ 124,866 $ 183,964 Corporate-owned stores 174,327 161,183 Equipment 262,489 250,578 Unallocated 139,461 13,551 Total consolidated assets $ 701,143 $ 609,276 |
Summary of Company's Goodwill by Reportable Segment | The following table summarizes the Company’s goodwill by reportable segment: September 30, 2015 December 31, 2014 Franchise $ 16,938 $ 16,938 Corporate-owned stores 67,377 67,377 Equipment 92,666 92,666 Consolidated goodwill $ 176,981 $ 176,981 |
Corporate-owned and franchise40
Corporate-owned and franchisee-owned stores (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Industries [Abstract] | |
Schedule of Changes in Corporate-owned and Franchisee-owned Stores | The following table shows changes in our corporate-owned and franchisee-owned stores for the three and nine months ended September 30, 2015 and 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Franchisee-owned stores: Stores operated at beginning of period 956 764 863 704 New stores opened 26 24 122 93 Stores debranded, sold or consolidated (1) — (1 ) (3 ) (10 ) Stores operated at end of period 982 787 982 787 Corporate-owned stores: Stores operated at beginning of period 58 54 55 45 New stores opened — — 3 1 Stores acquired from franchisees — — — 8 Stores operated at end of period 58 54 58 54 Total stores: Stores operated at beginning of period 1,014 818 918 749 New stores opened 26 24 125 94 Stores debranded, sold or consolidated (1) — (1 ) (3 ) (2 ) Stores operated at end of period 1,040 841 1,040 841 (1) The term “debrand” refers to a franchisee-owned store whose right to use the Planet Fitness brand and marks has been terminated due to non-compliance with brand standards in accordance with the franchise agreement. We retain the right to prevent debranded stores from continuing to operate as fitness centers. The term “consolidation” refers to the combination of a franchisee’s store with another store located in close proximity owned by the same franchisee, with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining store. |
Business Organization - Additio
Business Organization - Additional Information (Detail) $ / shares in Units, $ in Thousands | Aug. 11, 2015USD ($)$ / sharesshares | Aug. 05, 2015shares | Jun. 22, 2015shares | Sep. 30, 2015USD ($)MemberStoreState | Jun. 30, 2015Store | Dec. 31, 2014Store | Sep. 30, 2014Store | Jun. 30, 2014Store | Dec. 31, 2013Store |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of owned and franchised locations | Store | 1,040 | 1,014 | 918 | 841 | 818 | 749 | |||
Number of states in which entity operates | State | 47 | ||||||||
Date of formation | Mar. 16, 2015 | ||||||||
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and commissions | $ | $ 156,946 | ||||||||
Class A Common Stock [Member] | Direct TSG Investors [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of stock issued during period | 5,033,945 | ||||||||
Number of shares converted | 26,106,930 | ||||||||
Class A Common Stock [Member] | IPO [Member] | Direct TSG Investors [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of stock issued during period | 21,072,985 | ||||||||
Class B Common Stock [Member] | Continuing LLC Owners [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of stock issued during period | 72,602,810 | ||||||||
Pla-Fit Holdings, LLC [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Percentage of ownership | 100.00% | 100.00% | |||||||
Percentage of economic interest | 37.10% | 37.10% | |||||||
Pla-Fit Holdings, LLC [Member] | Class A Common Stock [Member] | IPO [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of stock issued during period | 15,525,000 | ||||||||
Initial public offering price per share | $ / shares | $ 16 | ||||||||
Pla-Fit Holdings, LLC [Member] | Class A Common Stock [Member] | IPO [Member] | Continuing LLC Owners [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of stock issued during period | 10,491,055 | ||||||||
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and commissions | $ | $ 156,946 | ||||||||
Pla-Fit Holdings, LLC [Member] | Class B Common Stock [Member] | Continuing LLC Owners [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of stock issued during period | 72,602,810 | ||||||||
Planet Intermediate, LLC [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Percentage of ownership | 100.00% | ||||||||
Planet Fitness Holdings, LLC [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Percentage of ownership | 100.00% | ||||||||
Minimum [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of members | Member | 7,100,000 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Summary of Company's Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Interest Rate Cap [Member] - Fair Value Measurements Recurring - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate caps | $ 1,010 | $ 1,711 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate caps | $ 1,010 | $ 1,711 |
Variable Interest Entities - Ca
Variable Interest Entities - Carrying Value of Variable Interest Entities of Consolidated Financial Statements (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Variable Interest Entity [Line Items] | ||
Assets | $ 6,568 | $ 6,229 |
PF Melville [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets | 3,666 | 3,479 |
MMR [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets | $ 2,902 | $ 2,750 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Variable Interest Entity Consolidated Carrying Amount Assets And Liabilities [Abstract] | ||
Maximum obligation of guarantees of leases and debt | $ 2,040,000 | $ 2,896,000 |
Maximum loss exposure Involvement of estimated value | $ 0 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) $ in Thousands | Mar. 31, 2014USD ($)Store | Sep. 30, 2015USD ($)Store | Jun. 30, 2015Store | Dec. 31, 2014USD ($)Store | Sep. 30, 2014Store | Jun. 30, 2014Store | Dec. 31, 2013Store |
Business Acquisition [Line Items] | |||||||
Number of franchise owned stores | Store | 1,040 | 1,014 | 918 | 841 | 818 | 749 | |
Purchase price consideration before loss incurred | $ 42,931 | ||||||
Business combination, cash payment | 39,931 | ||||||
Deferred revenue | $ 24,395 | $ 23,879 | |||||
Business combination, purchase price | $ 41,638 | ||||||
New York [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of franchise owned stores | Store | 8 | ||||||
Equipment Discount [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Deferred revenue | $ 3,000 | $ 2,629 | $ 2,689 | ||||
Reacquired Franchise Rights [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Loss on unfavorable reacquisition of franchise rights | $ 1,293 |
Acquisition - Schedule of Alloc
Acquisition - Schedule of Allocated Purchase Consideration (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 176,981 | $ 176,981 | |
Franchisee Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Fixed assets | $ 7,634 | ||
Favorable leases, net | 700 | ||
Other assets | 35 | ||
Goodwill | 19,771 | ||
Liabilities assumed, including deferred revenues | (1,334) | ||
Total | 41,638 | ||
Franchisee Acquisition [Member] | Reacquired Franchise Rights [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 8,950 | ||
Franchisee Acquisition [Member] | Membership Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 5,882 |
National Advertising Fund - Add
National Advertising Fund - Additional Information (Detail) - Planet Fitness NAF, LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
Percentage of franchise membership billing revenue | 2.00% | |||
Initial administrative fees charged | $ 342 | $ 274 | $ 1,026 | $ 829 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipments (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 77,631 | $ 65,307 |
Accumulated Depreciation | (23,296) | (15,728) |
Total | 54,335 | 49,579 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 910 | 910 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 27,226 | 22,137 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 36,337 | 27,361 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,107 | 5,119 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 155 | 155 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,587 | 4,250 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,309 | $ 5,375 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 2,716 | $ 2,450 | $ 8,360 | $ 6,483 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets [Line Items] | ||
Total intangible assets, Gross carrying amount | $ 347,867 | $ 347,867 |
Gross carrying amount | 201,567 | 201,567 |
Accumulated amortization | (68,881) | (52,705) |
Net carrying Amount | 132,686 | 148,862 |
Total intangible assets, Net carrying Amount | 278,986 | 295,162 |
Goodwill, Gross carrying amount | 176,981 | 176,981 |
Goodwill, Net carrying Amount | 176,981 | 176,981 |
Trade and Brand Names [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Indefinite-lived intangible, Net carrying Amount | $ 146,300 | $ 146,300 |
Customer Relationships [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 11 years 1 month 6 days | 11 years 1 month 6 days |
Gross carrying amount | $ 171,782 | $ 171,782 |
Accumulated amortization | (53,585) | (41,130) |
Net carrying Amount | $ 118,197 | $ 130,652 |
Noncompete Agreements [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 5 years | 5 years |
Gross carrying amount | $ 14,500 | $ 14,500 |
Accumulated amortization | (8,402) | (6,229) |
Net carrying Amount | $ 6,098 | $ 8,271 |
Favorable Leases [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 7 years 6 months | 7 years 6 months |
Gross carrying amount | $ 2,935 | $ 2,935 |
Accumulated amortization | (1,159) | (779) |
Net carrying Amount | $ 1,776 | $ 2,156 |
Order Backlog [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 4 months 24 days | 4 months 24 days |
Gross carrying amount | $ 3,400 | $ 3,400 |
Accumulated amortization | $ (3,400) | $ (3,400) |
Reacquired Franchise Rights [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 5 years 9 months 18 days | 5 years 9 months 18 days |
Gross carrying amount | $ 8,950 | $ 8,950 |
Accumulated amortization | (2,335) | (1,167) |
Net carrying Amount | $ 6,615 | $ 7,783 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Impairment charges | $ 0 | $ 0 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total debt | $ 503,550 | $ 387,075 |
Current portion of long-term debt and line of credit | 5,100 | 3,900 |
Long-term debt, net of current portion | 498,450 | 383,175 |
Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 503,550 | $ 387,075 |
Long-term Debt - Schedule of 53
Long-term Debt - Schedule of Long-term Debt (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total rate - base plus spread | 4.25% | 4.25% |
Debt instrument maturity date | Mar. 31, 2019 | Mar. 31, 2019 |
Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Total rate - base plus spread | 4.75% | 4.75% |
Debt instrument maturity date | Mar. 31, 2021 | Mar. 31, 2021 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Credit facility expiration period | 5 years | |||
Credit facility maximum borrowing capacity | $ 430,000,000 | |||
Funds used to pay dividend | $ 140,000,000 | 173,900,000 | ||
Capitalized debt issuance costs | $ 9,930,000 | |||
Accumulated amortization, net | 2,007,000 | |||
Term Loan B [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility maximum borrowing capacity | $ 510,000,000 | 390,000,000 | ||
Credit facility quarterly principal installment payment | $ 1,275,000 | |||
Debt instrument maturity date | Mar. 31, 2021 | Mar. 31, 2021 | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility maximum borrowing capacity | $ 40,000,000 | |||
Unused portion of credit facility | $ 40,000,000 | |||
Debt instrument maturity date | Mar. 31, 2019 | Mar. 31, 2019 |
Long-term Debt - Schedule of Fu
Long-term Debt - Schedule of Future Annual Payments of Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Remainder of 2015 | $ 1,275 | |
2,016 | 5,100 | |
2,017 | 5,100 | |
2,018 | 5,100 | |
2,019 | 5,100 | |
Thereafter | 481,875 | |
Total | $ 503,550 | $ 387,075 |
Derivative Instruments and He56
Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative, interest rate cap floor | 1.50% | 1.50% | ||||
Unrealized loss on interest rate caps, net of tax | $ (557,000) | $ (29,000) | $ (1,497,000) | $ (29,000) | ||
Interest Rate Swap Agreements [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Interest expense | $ 92,000 | |||||
Interest Rate Cap [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative, notional amount | 328,000,000 | 328,000,000 | ||||
Interest rate caps | $ 1,010,000 | 1,010,000 | $ 1,711,000 | |||
Unrealized loss on interest rate caps, net of tax | (1,497,000) | |||||
Unrealized loss on interest rate caps, tax | $ (80,000) |
Deferred Revenue - Schedule of
Deferred Revenue - Schedule of Deferred Revenue (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 24,395 | $ 23,879 | |
Deferred revenue, long-term portion | 12,033 | 9,330 | |
Deferred revenue, current portion | 12,362 | 14,549 | |
Prepaid Membership Fees [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 4,433 | 5,382 | |
Enrollment Fees [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 1,639 | 1,692 | |
Equipment Discount [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 2,629 | 2,689 | $ 3,000 |
Annual Membership Fees [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 4,773 | 5,696 | |
Area Development and Franchise Fees [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 10,921 | $ 8,420 |
Deferred Revenue - Additional I
Deferred Revenue - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Revenue Disclosure [Abstract] | ||
Equipment deposits | $ 7,498 | $ 6,675 |
Related Party Transactions - Su
Related Party Transactions - Summary of Amounts Due From Stockholders/Members (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transactions [Abstract] | ||
Accounts receivable – related entities | $ 34 | $ 11 |
Accounts receivable – stockholders/members | 4,674 | 1,130 |
Due from related parties | 4,708 | 1,141 |
Due from related parties, current portion | $ 4,708 | $ 1,141 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
Total revenue from related parties | $ 723 | $ 1,974 | $ 1,976 | $ 3,639 |
Franchise [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total revenue from related parties | 298 | 178 | 868 | 524 |
Equipment [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total revenue from related parties | $ 425 | $ 1,796 | $ 1,108 | $ 3,115 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Direct TSG Investors [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
Payment for management fee | $ 1,384 | $ 250 | $ 1,899 | $ 831 |
Management Agreement Termination | ||||
Related Party Transaction [Line Items] | ||||
Management agreement termination fee | $ 1,000 | $ 1,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 11, 2015 | Aug. 05, 2015 | Jun. 22, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Aug. 06, 2015 |
Class Of Stock [Line Items] | ||||||
Convertible stock, conversion description | Following the Merger and the Reclassification, the Company and the Continuing LLC Owners entered into an exchange agreement under which the Continuing LLC Owners (or certain permitted transferees thereof) have the right, from time to time and subject to the terms of the exchange agreement, to exchange their Holdings Units, along with a corresponding number of shares of Class B common stock, for shares of Class A common stock (or cash at the option of the Company) on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and similar transactions. | |||||
Continuing LLC Owners [Member] | IPO [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of economic interest | 62.90% | |||||
Number of units held by owners | 62,111,755 | |||||
Class A Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares outstanding | 36,597,985 | 36,598,000 | 36,598,000 | 0 | ||
Class A Common Stock [Member] | Pla-Fit Holdings, LLC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Reimbursement of IPO expenses | $ 2,167 | $ 7,239 | ||||
Class A Common Stock [Member] | IPO [Member] | Pla-Fit Holdings, LLC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Number of stock issued during period | 15,525,000 | |||||
Class A Common Stock [Member] | Direct TSG Investors [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Number of shares converted | 26,106,930 | |||||
Number of stock issued during period | 5,033,945 | |||||
Class A Common Stock [Member] | Direct TSG Investors [Member] | IPO [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Number of stock issued during period | 21,072,985 | |||||
Percentage of voting power | 21.40% | |||||
Percentage of economic interest | 21.40% | |||||
Class A Common Stock [Member] | Continuing LLC Owners [Member] | IPO [Member] | Pla-Fit Holdings, LLC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Number of stock issued during period | 10,491,055 | |||||
Aggregate amount of units issued | $ 156,946 | |||||
Class A Common Stock [Member] | Investor | IPO [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Number of stock issued during period | 15,525,000 | |||||
Percentage of voting power | 15.70% | |||||
Percentage of economic interest | 15.70% | |||||
Class B Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares outstanding | 62,112,000 | 62,112,000 | 0 | |||
Class B Common Stock [Member] | Continuing LLC Owners [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Number of stock issued during period | 72,602,810 | |||||
Common stock dividend and voting rights description | The shares of Class B common stock have no rights to dividends or distributions, whether in cash or stock, but entitle the holder to one vote per share on matters presented to stockholders of the Company. | |||||
Class B Common Stock [Member] | Continuing LLC Owners [Member] | Pla-Fit Holdings, LLC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Number of stock issued during period | 72,602,810 | |||||
Class B Common Stock [Member] | Continuing LLC Owners [Member] | IPO [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of voting power | 62.90% | |||||
Number of units held by owners | 62,111,755 | |||||
Merger Agreement [Member] | Class A Common Stock [Member] | Direct TSG Investors [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Number of shares converted | 26,106,930 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based compensation, shares vested | 2,194,402 | ||||
Share based compensation, compensation expense | $ 4,584 | $ 4,584 | |||
Share based compensation, total unrecognized compensation | $ 875 | $ 875 | |||
Share based compensation, shares granted to purchase up to | 116,690 | ||||
Weighted-average grant date fair value of stock options granted | $ 6.14 | $ 6.14 | $ 6.14 | $ 6.14 | |
Selling, general and administrative | $ 17,348 | $ 8,582 | $ 43,840 | $ 23,296 | |
Stock options outstanding | 116,690 | 116,690 | |||
Stock options, exercisable, number | 0 | 0 | |||
Unrecognized compensation expense related to unvested stock options, including an estimate for pre-vesting forfeitures | $ 634 | $ 634 | |||
Stock options, expected recognition, weighted-average period | 3 years 10 months 24 days | ||||
Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based compensation, grant date fair value | $ 150 | ||||
Stock Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Selling, general and administrative | $ 60 | $ 60 | |||
2015 Omnibus Incentive Plan [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based compensation, options granted to purchase up to | 7,896,800 | ||||
2015 Omnibus Incentive Plan [Member] | IPO [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based compensation, exercise price | $ 16 | $ 17.50 | $ 17.50 | ||
Share based compensation, options to purchase additional shares | 10,660 | ||||
Share based compensation, vest equally over a period | 4 years | ||||
2015 Omnibus Incentive Plan [Member] | IPO [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based compensation, shares granted to purchase up to | 106,030 | ||||
Class M Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based compensation, shares forfeited | 21.053 | ||||
Share based compensation, shares granted | 0 | ||||
Share based compensation, shares vested | 10.737 | ||||
Class B Common Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based compensation, shares issued | 4,238,338 | ||||
Share based compensation, weighted-average grant date fair value | $ 1.52 | $ 1.52 | |||
Class A Common Stock [Member] | Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based compensation, shares granted | 8,160 | 8,160 |
Equity-Based Compensation - Fai
Equity-Based Compensation - Fair Value of Stock Option Awards Determined on Grant Date Using Black-Scholes Valuation Model (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Expected term (years) | 6 years 3 months |
Expected volatility | 35.40% |
Risk-free interest rate | 1.82% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Stock Option Activity (Detail) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Options, Granted | 116,690 |
Stock Options, Outstanding at end of period | 116,690 |
Weighted average exercise price, Granted | $ / shares | $ 16.14 |
Weighted average exercise price, Outstanding at end of period | $ / shares | $ 16.14 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | Sep. 30, 2015 | Aug. 11, 2015 | Aug. 06, 2015 |
Class A Common Stock [Member] | |||
Earnings Per Share Diluted [Line Items] | |||
Common stock, shares outstanding | 36,598,000 | 36,597,985 | 0 |
Class B Common Stock [Member] | |||
Earnings Per Share Diluted [Line Items] | |||
Common stock, shares outstanding | 62,112,000 | 0 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Numerators and Denominators Used to Compute Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Numerator | |||||||
Net income | $ 6,214 | $ 738 | $ 8,303 | $ 20,890 | $ 23,512 | ||
Less net income attributable to non-controlling interests | 4,593 | 4,631 | 176 | 4,857 | 494 | ||
Net income (loss) attributable to Planet Fitness, Inc. | 1,621 | $ (3,893) | $ 8,127 | $ 16,033 | $ 23,018 | ||
Numerator | |||||||
Reallocation of net income assuming conversion of Holdings Units | 4,518 | ||||||
Incremental tax effect of reallocation of net income assuming conversion of Holdings Units | $ (1,740) | ||||||
Class A Common Stock [Member] | |||||||
Denominator | |||||||
Weighted-average shares of Class A common stock outstanding - basic | 35,661,284 | 35,661,000 | [1] | 35,661,000 | [1] | ||
Earnings per share of Class A common stock - basic | $ 0.05 | $ 0.05 | [1] | $ 0.05 | [1] | ||
Numerator | |||||||
Net income available to Class A common stockholders | $ 1,621 | ||||||
Net income attributable to Class A common stockholders - diluted | $ 4,399 | ||||||
Weighted-average shares of Class A common stock outstanding: | |||||||
Weighted-average shares of Class A common stock outstanding - basic | 35,661,284 | 35,661,000 | [1] | 35,661,000 | [1] | ||
Assumed conversion of Holdings Units to shares of Class A common stock | 63,048,456 | ||||||
Weighted-average shares of Class A common stock outstanding - diluted | 98,709,740 | 98,710,000 | [1] | 98,710,000 | [1] | ||
Earnings per share of Class A common stock - diluted | $ 0.04 | $ 0.04 | [1] | $ 0.04 | [1] | ||
[1] | Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from August 6, 2015 through September 30, 2015, the period following the recapitalization transactions and IPO (see Note 14). |
Income Taxes - Additional infor
Income Taxes - Additional information (Detail) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)Agreement | Dec. 31, 2014USD ($) | |
Tax Credit Carryforward [Line Items] | ||
Effective income tax rate reconciliation at U.S. federal statutory income tax rate | 40.30% | |
Income before economic interest rate | 37.10% | |
Effective income tax rate reconciliation noncontrolling interest | 2.90% | |
Effective income tax rate income before taxes excluding variable interest | 62.90% | |
Net deferred tax liabilities | $ 343 | |
Net deferred tax assets | $ 122,746 | |
Total liability related to uncertain tax positions | $ 300 | |
Number of tax receivable agreements | Agreement | 2 | |
Applicable percentage of cash savings | 85.00% | |
Percentage of remaining tax savings | 15.00% | |
Income tax rate maximum tax liability | 3.50% | |
IPO [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Liability recorded under tax benefit arrangements | $ 142,011 | |
Canada [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 2,360 | |
Operating loss carryforwards, expiration date | 2,034 |
Income Taxes - Schedule of Futu
Income Taxes - Schedule of Future Payments Under Tax Benefit Arrangements (Detail) - IPO [Member] $ in Thousands | Sep. 30, 2015USD ($) |
Income Tax Contingency [Line Items] | |
2,016 | $ 3,022 |
2,017 | 7,302 |
2,018 | 7,485 |
2,019 | 7,540 |
Thereafter | 116,662 |
Total | $ 142,011 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Commitment And Contingencies [Line Items] | ||||||
Rental expense | $ 4,622 | $ 4,185 | $ 13,593 | $ 11,637 | ||
Maximum obligation of guarantees of leases and debt | $ 2,040 | 2,040 | 2,040 | $ 2,896 | ||
2013 Performance Incentive Plan [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Bonuses and recorded expense | 1,688 | |||||
Advertising Purchase Commitment [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Purchase commitments | 16,837 | 16,837 | 16,837 | |||
Equipment Purchase Commitment [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Purchase commitments | $ 23,325 | $ 23,325 | $ 23,325 |
Commitments and Contingencies71
Commitments and Contingencies - Schedule of Future Commitments Under Noncancelable Operating Leases (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remainder of 2015 | $ 3,335 |
2,016 | 13,223 |
2,017 | 12,708 |
2,018 | 11,751 |
2,019 | 10,356 |
Thereafter | 54,083 |
Total | $ 105,456 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Segment | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | Segment | 3 | ||||
Number of operating segments | Segment | 0 | ||||
Description of factors used to identify entity's reportable segments | No operating segments aggregated to arrive at the Company’s reportable segments | ||||
Revenue | $ 68,817,000 | $ 63,467,000 | $ 224,692,000 | $ 183,758,000 | |
Selling, general and administrative expenses | 17,348,000 | 8,582,000 | 43,840,000 | 23,296,000 | |
Franchise [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 19,794,000 | 15,780,000 | 63,430,000 | 50,707,000 | |
Franchise [Member] | Placement Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 1,623,000 | 1,489,000 | 5,895,000 | 4,586,000 | |
Selling, general and administrative expenses | 766,000 | 493,000 | 2,278,000 | 1,500,000 | |
Franchise [Member] | Puerto Rico [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 123,000 | 98,000 | 328,000 | 259,000 | |
Corporate-owned Stores [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 25,153,000 | 22,692,000 | 73,674,000 | 62,823,000 | |
Corporate-owned Stores [Member] | Canada [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 950,000 | 0 | 1,958,000 | 0 | |
Long-lived assets | 3,366,000 | 3,366,000 | $ 2,011,000 | ||
Equipment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 23,870,000 | 24,995,000 | 87,588,000 | 70,228,000 | |
Equipment [Member] | Puerto Rico [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 1,071,000 | $ 0 | 1,071,000 | $ 583,000 | |
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 0 |
Segments - Summary of Financial
Segments - Summary of Financial Information for the Company's Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 68,817 | $ 63,467 | $ 224,692 | $ 183,758 |
Total Segment EBITDA | 16,500 | 22,050 | 64,843 | 64,694 |
Corporate And Other Non Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment EBITDA | (13,161) | (4,959) | (27,191) | (14,010) |
Franchise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 19,794 | 15,780 | 63,430 | 50,707 |
Franchise [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment EBITDA | 15,496 | 11,879 | 46,778 | 39,311 |
Corporate-owned Stores [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 25,153 | 22,692 | 73,674 | 62,823 |
Corporate-owned Stores [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment EBITDA | 9,256 | 9,416 | 26,342 | 24,200 |
Equipment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 23,870 | 24,995 | 87,588 | 70,228 |
Equipment [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment EBITDA | $ 4,909 | $ 5,714 | $ 18,914 | $ 15,193 |
Segments - Reconciliation of To
Segments - Reconciliation of Total Segment EBITDA to Income Before Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting [Abstract] | ||||
Total Segment EBITDA | $ 16,500 | $ 22,050 | $ 64,843 | $ 64,694 |
Depreciation and amortization | 7,976 | 8,542 | 24,160 | 23,585 |
Other expense | (1,815) | (447) | (2,627) | (1,089) |
Income from operations | 10,339 | 13,955 | 43,310 | 42,198 |
Interest expense, net | (6,556) | (5,097) | (17,872) | (16,705) |
Other expense | (1,815) | (447) | (2,627) | (1,089) |
Income before income taxes | $ 1,968 | $ 8,411 | $ 22,811 | $ 24,404 |
Segments - Summary of Company's
Segments - Summary of Company's Assets by Reportable Segment (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total consolidated assets | $ 701,143 | $ 609,276 |
Operating Segments [Member] | Franchise [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total consolidated assets | 124,866 | 183,964 |
Operating Segments [Member] | Corporate-owned Stores [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total consolidated assets | 174,327 | 161,183 |
Operating Segments [Member] | Equipment [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total consolidated assets | 262,489 | 250,578 |
Unallocated [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total consolidated assets | $ 139,461 | $ 13,551 |
Segments - Summary of Company76
Segments - Summary of Company's Goodwill by Reportable Segment (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Consolidated goodwill | $ 176,981 | $ 176,981 |
Franchise [Member] | ||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Consolidated goodwill | 16,938 | 16,938 |
Corporate-owned Stores [Member] | ||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Consolidated goodwill | 67,377 | 67,377 |
Equipment [Member] | ||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||
Consolidated goodwill | $ 92,666 | $ 92,666 |
Corporate-owned and Franchise77
Corporate-owned and Franchisee-owned Stores - Schedule of Changes in Corporate-owned and Franchisee-owned Stores (Detail) - Store | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Franchisor Disclosure [Line Items] | ||||
Stores operated at beginning of period | 1,014 | 818 | 918 | 749 |
New stores opened | 26 | 24 | 125 | 94 |
Stores debranded, sold or consolidated | (1) | (3) | (2) | |
Stores operated at end of period | 1,040 | 841 | 1,040 | 841 |
Franchisee-Owned Stores [Member] | ||||
Franchisor Disclosure [Line Items] | ||||
Stores operated at beginning of period | 956 | 764 | 863 | 704 |
New stores opened | 26 | 24 | 122 | 93 |
Stores debranded, sold or consolidated | (1) | (3) | (10) | |
Stores operated at end of period | 982 | 787 | 982 | 787 |
Corporate-Owned Stores [Member] | ||||
Franchisor Disclosure [Line Items] | ||||
Stores operated at beginning of period | 58 | 54 | 55 | 45 |
New stores opened | 3 | 1 | ||
Stores acquired from franchisees | 8 | |||
Stores operated at end of period | 58 | 54 | 58 | 54 |