Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 01, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | Large Accelerated Filer | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 88,169,242 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,463,730 |
Condensed consolidated balance
Condensed consolidated balance sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 572,731 | $ 113,080 |
Restricted cash | 35,915 | 0 |
Accounts receivable, net of allowance for bad debts of $74 and $32 at September 30, 2018 and December 31, 2017, respectively | 26,145 | 37,272 |
Due from related parties | 0 | 3,020 |
Inventory | 6,142 | 2,692 |
Restricted assets – national advertising fund | 3,418 | 499 |
Prepaid expenses | 3,813 | 3,929 |
Other receivables | 10,993 | 9,562 |
Other current assets | 6,318 | 6,947 |
Total current assets | 665,475 | 177,001 |
Property and equipment, net of accumulated depreciation of $48,960, as of September 30, 2018 and $36,228 as of December 31, 2017 | 97,240 | 83,327 |
Intangible assets, net | 237,896 | 235,657 |
Goodwill | 199,513 | 176,981 |
Deferred income taxes | 416,707 | 407,782 |
Other assets, net | 4,608 | 11,717 |
Total assets | 1,621,439 | 1,092,465 |
Current liabilities: | ||
Current maturities of long-term debt | 12,000 | 7,185 |
Accounts payable | 23,400 | 28,648 |
Accrued expenses | 26,764 | 18,590 |
Equipment deposits | 11,449 | 6,498 |
Restricted liabilities – national advertising fund | 3,418 | 490 |
Deferred revenue, current | 21,959 | 19,083 |
Payable pursuant to tax benefit arrangements, current | 25,578 | 31,062 |
Other current liabilities | 456 | 474 |
Total current liabilities | 125,024 | 112,030 |
Long-term debt, net of current maturities | 1,161,712 | 696,576 |
Deferred rent, net of current portion | 10,297 | 6,127 |
Deferred revenue, net of current portion | 25,916 | 8,440 |
Deferred tax liabilities | 1,730 | 1,629 |
Payable pursuant to tax benefit arrangements, net of current portion | 405,577 | 400,298 |
Other liabilities | 1,331 | 4,302 |
Total noncurrent liabilities | 1,606,563 | 1,117,372 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity (deficit): | ||
Accumulated other comprehensive income (loss) | 256 | (648) |
Additional paid in capital | 17,237 | 12,118 |
Accumulated deficit | (118,964) | (130,966) |
Total stockholders' deficit attributable to Planet Fitness Inc. | (101,461) | (119,486) |
Non-controlling interests | (8,687) | (17,451) |
Total stockholders' deficit | (110,148) | (136,937) |
Total liabilities and stockholders' deficit | 1,621,439 | 1,092,465 |
Class A Common Stock | ||
Stockholders' equity (deficit): | ||
Common stock, value | 9 | 9 |
Class B Common Stock | ||
Stockholders' equity (deficit): | ||
Common stock, value | $ 1 | $ 1 |
Condensed consolidated balanc_2
Condensed consolidated balance sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts receivable, allowance for bad debts | $ 74 | $ 32 |
Accumulated depreciation | $ 48,960 | $ 36,228 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 88,085,000 | 87,188,000 |
Common stock, shares outstanding | 88,085,000 | 87,188,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 9,544,000 | 11,193,000 |
Common stock, shares outstanding | 9,544,000 | 11,193,000 |
Condensed consolidated statemen
Condensed consolidated statements of operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue: | ||||
Revenue | $ 136,656 | $ 97,496 | $ 398,538 | $ 295,914 |
Operating costs and expenses: | ||||
Cost of revenue | 36,871 | 25,819 | 100,114 | 78,395 |
Store operations | 18,751 | 15,551 | 55,154 | 45,339 |
Selling, general and administrative | 17,233 | 14,071 | 52,066 | 42,659 |
National advertising fund expense | 11,377 | 0 | 32,997 | 0 |
Depreciation and amortization | 8,863 | 8,137 | 25,947 | 23,982 |
Other (gain) loss | (12) | (36) | 958 | 280 |
Total operating costs and expenses | 93,083 | 63,542 | 267,236 | 190,655 |
Income from operations | 43,573 | 33,954 | 131,302 | 105,259 |
Other expense, net: | ||||
Interest income | 2,025 | 18 | 2,480 | 24 |
Interest expense | (17,909) | (8,938) | (35,725) | (26,735) |
Other income (expense) | (27) | 408 | (338) | 157 |
Total other expense, net | (15,911) | (8,512) | (33,583) | (26,554) |
Income before income taxes | 27,662 | 25,442 | 97,719 | 78,705 |
Provision for income taxes | 7,190 | 6,540 | 23,335 | 23,933 |
Net income | 20,472 | 18,902 | 74,384 | 54,772 |
Less net income attributable to non-controlling interests | 3,001 | 3,557 | 11,158 | 18,173 |
Net income attributable to Planet Fitness, Inc. | $ 17,471 | $ 15,345 | $ 63,226 | $ 36,599 |
Class A Common Stock | ||||
Net income per share of Class A common stock: | ||||
Basic (in dollars per share) | $ 0.20 | $ 0.18 | $ 0.72 | $ 0.48 |
Diluted (in dollars per share) | $ 0.20 | $ 0.18 | $ 0.72 | $ 0.48 |
Weighted-average shares of Class A common stock outstanding: | ||||
Basic (in shares) | 88,047,401 | 85,662,650 | 87,727,300 | 76,391,277 |
Diluted (in shares) | 88,457,804 | 85,734,456 | 88,064,051 | 76,434,819 |
Franchise | ||||
Revenue: | ||||
Revenue | $ 41,997 | $ 31,413 | $ 129,575 | $ 94,485 |
Commission income | ||||
Revenue: | ||||
Revenue | 1,448 | 4,149 | 5,012 | 15,668 |
National advertising fund revenue | ||||
Revenue: | ||||
Revenue | 11,377 | 0 | 32,997 | 0 |
Corporate-owned stores | ||||
Revenue: | ||||
Revenue | 35,406 | 28,560 | 102,365 | 83,886 |
Equipment | ||||
Revenue: | ||||
Revenue | $ 46,428 | $ 33,374 | $ 128,589 | $ 101,875 |
Condensed consolidated statem_2
Condensed consolidated statements of comprehensive income (loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income including non-controlling interests | $ 20,472 | $ 18,902 | $ 74,384 | $ 54,772 |
Other comprehensive income (loss), net: | ||||
Unrealized gain on interest rate caps, net of tax | 606 | 374 | 989 | 730 |
Foreign currency translation adjustments | 40 | 20 | (23) | 25 |
Total other comprehensive income, net | 646 | 394 | 966 | 755 |
Total comprehensive income including non-controlling interests | 21,118 | 19,296 | 75,350 | 55,527 |
Less: total comprehensive income attributable to non-controlling interests | 3,007 | 3,631 | 11,221 | 18,384 |
Total comprehensive income attributable to Planet Fitness, Inc. | $ 18,111 | $ 15,665 | $ 64,129 | $ 37,143 |
Condensed consolidated statem_3
Condensed consolidated statements of cash flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 74,384 | $ 54,772 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 25,947 | 23,982 |
Amortization of deferred financing costs | 2,041 | 1,439 |
Amortization of favorable leases and asset retirement obligations | 280 | 260 |
Amortization of interest rate caps | 1,170 | 1,552 |
Deferred tax expense | 19,654 | 21,344 |
Loss on extinguishment of debt | 4,570 | 79 |
Third party debt refinancing expense | 0 | 1,021 |
Gain on re-measurement of tax benefit arrangement | (354) | (541) |
Provision for bad debts | 8 | 44 |
Loss on reacquired franchise rights | 360 | 0 |
Loss (gain) on disposal of property and equipment | 542 | (357) |
Equity-based compensation | 4,137 | 1,800 |
Changes in operating assets and liabilities, excluding effects of acquisitions: | ||
Accounts receivable | 10,922 | 11,099 |
Due to and due from related parties | 3,174 | (580) |
Inventory | (3,450) | 1,253 |
Other assets and other current assets | 4,972 | (2,413) |
Accounts payable and accrued expenses | 2,426 | (16,985) |
Other liabilities and other current liabilities | (2,869) | (724) |
Income taxes | 1,028 | (1,462) |
Payable pursuant to tax benefit arrangements | (21,706) | (7,909) |
Equipment deposits | 4,950 | 5,951 |
Deferred revenue | 7,544 | (958) |
Deferred rent | 4,156 | 361 |
Net cash provided by operating activities | 143,886 | 93,028 |
Cash flows from investing activities: | ||
Additions to property and equipment | (18,601) | (23,229) |
Acquisition of franchises | (45,752) | 0 |
Proceeds from sale of property and equipment | 196 | 166 |
Net cash used in investing activities | (64,157) | (23,063) |
Cash flows from financing activities: | ||
Principal payments on capital lease obligations | (35) | 0 |
Proceeds from issuance of long-term debt | 1,200,000 | 0 |
Repayment of long-term debt | (709,469) | (5,388) |
Payment of deferred financing and other debt-related costs | (27,191) | (1,278) |
Premiums paid for interest rate caps | 0 | (366) |
Exercise of stock options | 1,106 | 172 |
Repurchase and retirement of Class A common stock | (42,090) | 0 |
Dividend equivalent payments | (881) | (1,322) |
Distributions to Continuing LLC Members | (5,369) | (9,308) |
Net cash provided by (used in) financing activities | 416,071 | (17,490) |
Effects of exchange rate changes on cash and cash equivalents | (234) | 399 |
Net increase in cash, cash equivalents and restricted cash | 495,566 | 52,874 |
Cash, cash equivalents and restricted cash, beginning of period | 113,080 | 40,393 |
Cash, cash equivalents and restricted cash, end of period | 608,646 | 93,267 |
Supplemental cash flow information: | ||
Net cash paid for income taxes | 3,777 | 3,769 |
Cash paid for interest | 20,015 | 23,637 |
Non-cash investing activities: | ||
Non-cash additions to property and equipment | $ 2,217 | $ 482 |
Condensed consolidated statem_4
Condensed consolidated statement of changes in equity (deficit) (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Accumulated other comprehensive (loss) income | Additional paid- in capital | Accumulated deficit | Non-controlling interests | Class A Common Stock | Class A Common StockCommon stock | Class B Common Stock | Class B Common StockCommon stock |
Beginning balance (in shares) at Dec. 31, 2017 | 87,188,000 | 87,188,000 | 11,193,000 | 11,193,000 | |||||
Beginning balance at Dec. 31, 2017 | $ (136,937) | $ (648) | $ 12,118 | $ (130,966) | $ (17,451) | $ 9 | $ 1 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 74,384 | 63,226 | 11,158 | ||||||
Equity-based compensation expense | 4,137 | 4,140 | (3) | ||||||
Exchanges of Class B common stock, shares issued | 1,640,000 | (1,640,000) | |||||||
Exchanges of Class B common stock | 0 | 1 | (2,913) | 2,912 | |||||
Retirement of Class B common stock (in shares) | (9,000) | ||||||||
Retirement of Class B common stock | 0 | ||||||||
Exercise of stock options and vesting of restricted share units (in shares) | 81,000 | ||||||||
Exercise of stock options and vesting of restricted share units | 1,106 | 1,106 | |||||||
Class A common stock repurchase (in shares) | (824,312) | (824,000) | |||||||
Repurchase and retirement of Class A common stock | (42,090) | (42,090) | $ (42,090) | ||||||
Tax benefit arrangement liability and deferred taxes arising from exchanges of Class B common stock | 2,786 | 2,786 | |||||||
Forfeiture of dividend equivalents | 61 | 61 | |||||||
Distributions paid to members of Pla-Fit Holdings | (5,369) | (5,369) | |||||||
Cumulative effect adjustment (Note 15) | (9,192) | (9,192) | |||||||
Other comprehensive income | 966 | 903 | 63 | ||||||
Ending balance (in shares) at Sep. 30, 2018 | 88,085,000 | 88,085,000 | 9,544,000 | 9,544,000 | |||||
Ending balance at Sep. 30, 2018 | $ (110,148) | $ 256 | $ 17,237 | $ (118,964) | $ (8,687) | $ 9 | $ 1 |
Business Organization
Business Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization | Business Organization Planet Fitness, Inc. (the “Company”), through its subsidiaries, is a franchisor and operator of fitness centers, with more than 12.2 million members and 1,646 owned and franchised locations (referred to as stores) in 50 states, the District of Columbia, Puerto Rico, Canada, the Dominican Republic, Panama and Mexico as of September 30, 2018 . The Company serves as the reporting entity for its various subsidiaries that operate three distinct lines of business: • Licensing and selling franchises under the Planet Fitness trade name. • Owning and operating fitness centers under the Planet Fitness trade name. • Selling fitness-related equipment to franchisee-owned stores. The Company was formed as a Delaware corporation on March 16, 2015 for the purpose of facilitating an initial public offering (the “IPO”), which was completed on August 11, 2015 and related transactions in order to carry on the business of Pla-Fit Holdings, LLC and its subsidiaries (“Pla-Fit Holdings”). As of August 5, 2015, in connection with the recapitalization transactions that occurred prior to the IPO, the Company became the sole managing member and holder of 100% of the voting power of Pla-Fit Holdings. Pla-Fit Holdings owns 100% of Planet Intermediate, LLC, which has no operations but is the 100% owner of Planet Fitness Holdings, LLC, a franchisor and operator of fitness centers. With respect to the Company, Pla-Fit Holdings and Planet Intermediate, LLC, each entity owns nothing other than the respective entity below it in the corporate structure and each entity has no other material operations. Subsequent to the IPO and the related recapitalization transactions, the Company is a holding company whose principal asset is a controlling equity interest in Pla-Fit Holdings. As the sole managing member of Pla-Fit Holdings, the Company operates and controls all of the business and affairs of Pla-Fit Holdings, and through Pla-Fit Holdings, conducts its business. As a result, the Company consolidates Pla-Fit Holdings’ financial results and reports a non-controlling interest related to the portion of limited liability company units of Pla-Fit Holdings (“Holdings Units”) not owned by the Company. Unless otherwise specified, “the Company” refers to both Planet Fitness, Inc. and Pla-Fit Holdings throughout the remainder of these notes. As of September 30, 2018 , Planet Fitness, Inc. held 100.0% of the voting interest and 90.2% of the economic interest of Pla-Fit Holdings and the holders of Holdings Units of Pla-Fit Holdings (the “Continuing LLC Owners”) held the remaining 9.8% economic interest in Pla-Fit Holdings. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) Basis of presentation and consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018 and 2017 are unaudited. The condensed consolidated balance sheet as of December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “Annual Report”) filed with the SEC on March 1, 2018 . Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. As discussed in Note 1, as a result of the recapitalization transactions, Planet Fitness, Inc. consolidates Pla-Fit Holdings. The Company also consolidates entities in which it has a controlling financial interest, the usual condition of which is ownership of a majority voting interest. The Company also considers for consolidation certain interests where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary of a VIE is considered to possess the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the rights to receive benefits from the VIE that are significant to it. The principal entities in which the Company possesses a variable interest include franchise entities and certain other entities. The Company is not deemed to be the primary beneficiary for Planet Fitness franchise entities. Therefore, these entities are not consolidated. The results of the Company have been consolidated with Matthew Michael Realty LLC (“MMR”) and PF Melville LLC (“PF Melville”) based on the determination that the Company is the primary beneficiary with respect to these VIEs. These entities are real estate holding companies that derive a majority of their financial support from the Company through lease agreements for corporate stores. See Note 3 for further information related to the Company’s VIEs. (b) Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. Significant areas where estimates and judgments are relied upon by management in the preparation of the consolidated financial statements include revenue recognition, valuation of assets and liabilities in connection with acquisitions, valuation of equity-based compensation awards, the evaluation of the recoverability of goodwill and long-lived assets, including intangible assets, income taxes, including deferred tax assets and liabilities and reserves for unrecognized tax benefits, and the liability for the Company’s tax benefit arrangements. (c) Fair Value ASC 820, Fair Value Measurements and Disclosures , establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The table below presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 : Total fair value at September 30, Quoted prices in active markets (Level 1) Significant other Significant unobservable inputs (Level 3) Interest rate caps $ — $ — $ — $ — Total fair value at December 31, Quoted prices Significant other Significant Interest rate caps $ 340 $ — $ 340 $ — The carrying value and estimated fair value of long-term debt as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 December 31, 2017 Carrying value Estimated fair value (1) Carrying value Estimated fair value (2) Long-term debt $ 1,200,000 $ 1,195,278 $ 709,470 $ 709,470 (1) The estimated fair value of our long-term debt is estimated primarily based on current bid prices for our long-term debt. Judgment is required to develop these estimates. As such, the fair value of our long-term debt is classified within Level 2, as defined under U.S. GAAP. (2) The carrying value of the Term Loan B debt approximated fair value as of December 31, 2017 as it was variable rate debt. (d) Recent accounting pronouncements The FASB issued ASU No. 2014-9, Revenue from Contracts with Customers , in September 2014. This guidance requires that an entity recognize revenue to depict the transfer of a promised good or service to its customers in an amount that reflects consideration to which the entity expects to be entitled in exchange for such transfer. This guidance also specifies accounting for certain costs incurred by an entity to obtain or fulfill a contract with a customer and provides for enhancements to revenue specific disclosures intended to allow users of the financial statements to clearly understand the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with its customers. The Company has adopted the guidance as of January 1, 2018 on a modified retrospective basis. See Note 15 for details about the effect of adoption. The FASB issued ASU No. 2016-2, Leases , in February 2016. This guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public companies. Early application of the amendments in this update is permitted for all entities. The Company anticipates that adoption of this guidance will bring all current operating leases onto the statement of financial position as a right of use asset and related rent liability, and is currently evaluating the effect that implementation of this guidance will have on its consolidated statement of operations. The FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments , in August 2016. This guidance is intended to reduce diversity in practice of the classification of certain cash receipts and cash payments. This guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within that year. The Company has adopted the guidance as of January 1, 2018 on a prospective basis, noting no material impact on its consolidated financial statements. The FASB issued ASU No. 2017-4, Intangibles–Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, in January 2017. This guidance eliminates the requirement to calculate the implied fair value, essentially eliminating step two from the goodwill impairment test. The new standard requires goodwill impairment to be based upon the results of step one of the impairment test, which is defined as the excess of the carrying value of a reporting unit over its fair value. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. This guidance will be effective for fiscal years beginning after December 15, 2019, including interim periods within that year. This new guidance is not expected to have a material impact on the Company’s consolidated financial statements. The FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, in August 2017. The guidance simplifies the application of hedge accounting in certain situations and amends the hedge accounting model to enable entities to better portray the economics of their risk management activities in the financial statements. This guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within that year. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. The FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , in August 2018. The guidance helps align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This guidance will be effective for fiscal years beginning after December 15, 2019, including interim periods within that year, but allows for early adoption. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2018 | |
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract] | |
Variable Interest Entities | Variable Interest Entities The carrying values of VIEs included in the consolidated financial statements as of September 30, 2018 and December 31, 2017 are as follows: September 30, 2018 December 31, 2017 Assets Liabilities Assets Liabilities PF Melville $ 4,695 $ — $ 4,420 $ — MMR 3,512 — 3,360 — Total $ 8,207 $ — $ 7,780 $ — The Company also has variable interests in certain franchisees mainly through the guarantee of certain debt and lease agreements by the Company and by certain related parties to franchisees. The Company’s maximum obligation, as a result of its guarantees of leases and debt, is approximately $798 and $979 as of September 30, 2018 and December 31, 2017 , respectively. The amount of the Company’s maximum obligation represents a loss that the Company could incur from the variability in credit exposure without consideration of possible recoveries through insurance or other means. In addition, the amount bears no relation to the ultimate settlement anticipated to be incurred from the Company’s involvement with these entities, which is estimated at $0 . |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition Colorado Acquisition On August 10, 2018, the Company purchased from one of its franchisees certain assets associated with four franchisee-owned stores in Colorado for a cash payment of $17,249 . As a result of the transaction, the Company incurred a loss on unfavorable reacquired franchise rights of $10 , which has been reflected in other operating costs in the statement of operations. The loss incurred reduced the net purchase price to $17,239 . The Company financed the purchase through cash on hand. The acquired stores are included in the Corporate-owned stores segment. The preliminary purchase consideration was allocated as follows: Amount Fixed assets 3,873 Reacquired franchise rights 4,610 Customer relationships 140 Favorable leases, net 80 Other assets 143 Goodwill 8,476 Liabilities assumed, including deferred revenues (83 ) 17,239 The goodwill created through the purchase is attributable to the assumed future value of the cash flows from the stores acquired. The goodwill is amortizable and deductible for tax purposes over 15 years. The acquisition was not material to the results of operations, financial position or cash flows of the Company. Certain estimated values for the Colorado acquisition, including goodwill and intangible assets, are not yet finalized and are subject to revision as additional information becomes available and more detailed analyses are completed. Long Island Acquisition On January 1, 2018, the Company purchased from one of its franchisees certain assets associated with six franchisee-owned stores in New York for a cash payment of $28,503 . As a result of the transaction, the Company incurred a loss on unfavorable reacquired franchise rights of $350 , which has been reflected in other operating costs in the statement of operations. The loss incurred reduced the net purchase price to $28,153 . The Company financed the purchase through cash on hand. The acquired stores are included in the Corporate-owned stores segment. The purchase consideration was allocated as follows: Amount Fixed assets $ 4,672 Reacquired franchise rights 7,640 Customer relationships 1,150 Favorable leases, net 520 Reacquired area development rights 150 Other assets 275 Goodwill 14,056 Liabilities assumed, including deferred revenues (310 ) $ 28,153 The goodwill created through the purchase is attributable to the assumed future value of the cash flows from the stores acquired. The goodwill is amortizable and deductible for tax purposes over 15 years. The acquisition was not material to the results of operations, financial position or cash flows of the Company. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible assets | Goodwill and Intangible Assets A summary of goodwill and intangible assets at September 30, 2018 and December 31, 2017 is as follows: September 30, 2018 Weighted average amortization period (years) Gross carrying amount Accumulated amortization Net carrying Amount Customer relationships 11.0 $ 173,063 (96,201 ) $ 76,862 Noncompete agreements 5.0 14,500 (14,500 ) — Favorable leases 7.6 3,545 (2,248 ) 1,297 Order backlog 0.4 3,400 (3,400 ) — Reacquired franchise rights 7.1 21,199 (7,890 ) 13,309 Reacquired ADA rights 5.0 150 (22 ) 128 215,857 (124,261 ) 91,596 Indefinite-lived intangible: Trade and brand names N/A 146,300 — 146,300 Total intangible assets $ 362,157 $ (124,261 ) $ 237,896 Goodwill $ 199,513 $ — $ 199,513 December 31, 2017 Weighted Gross Accumulated Net carrying Customer relationships 11.1 $ 171,782 $ (86,501 ) $ 85,281 Noncompete agreements 5.0 14,500 (14,500 ) — Favorable leases 7.5 2,935 (1,972 ) 963 Order backlog 0.4 3,400 (3,400 ) — Reacquired franchise rights 5.8 8,950 (5,837 ) 3,113 201,567 (112,210 ) 89,357 Indefinite-lived intangible: Trade and brand names N/A 146,300 — 146,300 Total intangible assets $ 347,867 $ (112,210 ) $ 235,657 Goodwill $ 176,981 $ — $ 176,981 The Company determined that no impairment charges were required during any periods presented and the increase to goodwill was due to the acquisition of six franchisee-owned stores on January 1, 2018, and the acquisition of four franchisee-owned stores on August 10, 2018 (Note 4). Amortization expense related to the intangible assets totaled $4,027 and $4,697 for the three months ended September 30, 2018 and 2017 , respectively, and $12,052 and $14,122 for the nine months ended September 30, 2018 and 2017 . Included within these total amortization expense amounts are $93 and $75 related to amortization of favorable leases for the three months ended September 30, 2018 and 2017 , respectively, and $276 and $255 for the nine months ended September 30, 2018 and 2017 , respectively. Amortization of favorable leases is recorded within store operations as a component of rent expense in the consolidated statements of operations. The anticipated annual amortization expense related to intangible assets to be recognized in future years as of September 30, 2018 is as follows: Amount Remainder of 2018 $ 4,026 2019 16,111 2020 14,260 2021 14,234 2022 14,426 Thereafter 28,539 Total $ 91,596 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt as of September 30, 2018 and December 31, 2017 consists of the following: September 30, 2018 December 31, 2017 Class A-2-I notes $ 575,000 $ — Class A-2-II notes 625,000 — Term loan B, repaid August 2018 — 709,470 Total debt, excluding deferred financing costs 1,200,000 709,470 Deferred financing costs, net of accumulated amortization (26,288 ) (5,709 ) Total debt 1,173,712 703,761 Current portion of long-term debt and line of credit 12,000 7,185 Long-term debt, net of current portion $ 1,161,712 $ 696,576 Future annual principal payments of long-term debt as of September 30, 2018 are as follows: Amount Remainder of 2018 $ 3,000 2019 12,000 2020 12,000 2021 12,000 2022 562,563 Thereafter 598,437 Total $ 1,200,000 On August 1, 2018, Planet Fitness Master Issuer LLC (the “Master Issuer”), a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of Pla-Fit Holdings, LLC, entered into a base indenture and a related supplemental indenture (collectively, the “Indenture”) under which the Master Issuer may issue multiple series of notes. On the same date, the Master Issuer issued Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”) with an initial principal amount of $575,000 and Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II Notes” and, together with the Class A-2-I Notes, the “Class A-2 Notes”) with an initial principal amount of $625,000 . In connection with the issuance of the Class A-2 Notes, the Master Issuer also entered into a revolving financing facility that allows for the issuance of up to $75,000 in Series 2018-1 Variable Funding Senior Notes, Class A-1 (the “ Variable Funding Notes ” and together with the Class A-2 Notes, the “Series 2018-1 Senior Notes”), and certain letters of credit, all of which is currently undrawn. The Series 2018-1 Senior Notes were issued in a securitization transaction pursuant to which most of the Company’s domestic revenue-generating assets, consisting principally of franchise-related agreements, certain corporate-owned store assets, equipment supply agreements and intellectual property and license agreements for the use of intellectual property, were assigned to the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned indirect subsidiaries of the Company that act as guarantors of the Series 2018-1 Senior Notes and that have pledged substantially all of their assets to secure the Series 2018-1 Senior Notes. Interest and principal payments on the Class A-2 Notes are payable on a quarterly basis. The requirement to make such quarterly principal payments on the Class A-2 Notes is subject to certain financial conditions set forth in the Indenture. The legal final maturity date of the Class A-2 Notes is in September 2048, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the Class A-2-I Notes will be repaid in September 2022 and the Class A-2-II Notes will be repaid in September 2025 (together, the "Anticipated Repayment Dates"). If the Master Issuer has not repaid or refinanced the Class A-2 Notes prior to the respective Anticipated Repayment Dates, additional interest will accrue pursuant to the Indenture. The Variable Funding Notes will accrue interest at a variable interest rate based on (i) the prime rate, (ii) overnight federal funds rates, (iii) the London interbank offered rate for U.S. Dollars, or (iv) with respect to advances made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in each case plus any applicable margin and as specified in the Variable Funding Note agreement. There is a commitment fee on the unused portion of the Variable Funding Notes of 0.5% based on utilization. It is anticipated that the principal and interest on the Variable Funding Notes will be repaid in full on or prior to September 2023, subject to two additional one -year extensions. Following the anticipated repayment date (and any extensions thereof) additional interest will accrue on the Variable Funding Notes equal to 5.0% per year. In connection with the issuance of the Series 2018-1 Senior Notes, the Company incurred debt issuance costs of $ 27,191 . The debt issuance costs are being amortized to “Interest expense” through the Anticipated Repayment Dates of the Class A-2 Notes utilizing the effective interest rate method. The Series 2018-1 Senior Notes are subject to covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Series 2018-1 Senior Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Series 2018-1 Senior Notes are in stated ways defective or ineffective, and (iv) covenants relating to recordkeeping, access to information and similar matters. The Series 2018-1 Senior Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain stated debt service coverage ratios, certain manager termination events, an event of default, and the failure to repay or refinance the Class A-2 Notes on the applicable scheduled Anticipated Repayment Dates. The Series 2018-1 Senior Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal, or other amounts due on or with respect to the Series 2018-1 Senior Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and certain judgments. In accordance with the Indenture, certain cash accounts have been established with the Indenture trustee (the "Trustee") for the benefit of the trustee and the noteholders, and are restricted in their use. The Company holds restricted cash which primarily represents cash collections held by the Trustee, interest, principal, and commitment fee reserves held by the Trustee related to the Company’s Series 2018-1 Senior Notes. As of September 30, 2018 , the Company had restricted cash held by the Trustee of $ 35,915 . Restricted cash has been combined with cash and cash equivalents when reconciling the beginning and end of period balances in the consolidated statements of cash flows. The proceeds from the issuance of the Class A-2 Notes were used to repay all amounts outstanding on the Term Loan B under the Company’s prior credit facility. As a result, the Company recorded a loss on early extinguishment of debt of $ 4,570 within interest expense on the consolidated statement of operations, primarily consisting of the write-off of deferred costs related to the prior credit facility. In connection with the repayment of the Term Loan B, the Company terminated the related interest rate caps with notional amounts totaling $219,837 , which had been designated as a cash flow hedge. See Note 7 for more information on the interest rate caps. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Prior to the refinancing transactions described in Note 6, the Company used interest-rate-related derivative instruments to manage its exposure related to changes in interest rates on its variable-rate debt instruments. The Company does not enter into derivative instruments for any purpose other than cash flow hedging. The Company does not speculate using derivative instruments. In order to manage the market risk arising from the previously outstanding term loans, the Company entered into a series of interest rate caps. As of September 30, 2018 , the Company had no interest rate cap agreements outstanding. In connection with the issuance of the Class A-2 Notes, the Company terminated the interest rate caps it had entered into in order to hedge one month LIBOR greater than 2.5% through March 31, 2019. The interest rate cap balances of $0 and $340 were recorded within other assets in the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017 , respectively. These amounts have been measured at fair value and are considered to be a Level 2 fair value measurement. During the three and nine months ended September 30, 2018 , the Company has reversed all historical unrealized gains and losses associated with its interest rate caps due to the termination or maturity of all previously outstanding caps. The Company recorded an increase to the value of its interest rate caps of $356 , net of tax of $145 , within other comprehensive income (loss) during the three months ended September 30, 2017 , respectively, and an increase to the value of its interest rate caps of $ 730 , net of tax of $ 344 , within other comprehensive income (loss) during the nine months ended September 30, 2017 . |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Amounts due from related parties of $0 and $3,020 as of September 30, 2018 and December 31, 2017 . The balance at December 31, 2017 primarily related to reimbursements for certain taxes accrued or paid by the Company (see Note 11). Activity with entities considered to be related parties is summarized below: For the three months ended For the nine months ended 2018 2017 2018 2017 Franchise revenue $ 897 $ 344 $ 2,453 $ 1,174 Equipment revenue 1,472 4 1,782 577 Total revenue from related parties $ 2,369 $ 348 4,235 $ 1,751 Additionally, the Company had deferred area development agreement revenue from related parties of $817 and $389 as of September 30, 2018 and December 31, 2017 , respectively. The Company entered into a consulting agreement that continues through December 31, 2018 with a shareholder and former executive officer of the Company. The Company had payables to related parties pursuant to tax benefit arrangements of $52,521 and $ 44,794 , as of September 30, 2018 and December 31, 2017 , respectively (see Note 11). The Company provides administrative services to Planet Fitness NAF, LLC (“NAF”) and charges NAF a fee for providing these services. The services provided include accounting services, information technology, data processing, product development, legal and administrative support, and other operating expenses, which amounted to $676 and $643 for the three months ended September 30, 2018 and 2017 , respectively, and $1,872 and $1,645 for the nine months ended September 30, 2018 and 2017 , respectively. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholder's Equity | Stockholder’s Equity Pursuant to the exchange agreement between the Company and the Continuing LLC Owners, the Continuing LLC Owners (or certain permitted transferees thereof) have the right, from time to time and subject to the terms of the exchange agreement, to exchange their Holdings Units, along with a corresponding number of shares of Class B common stock, for shares of Class A common stock (or cash at the option of the Company) on a one -for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and similar transactions. In connection with any exchange of Holdings Units for shares of Class A common stock by a Continuing LLC Owner, the number of Holdings Units held by the Company is correspondingly increased as it acquires the exchanged Holdings Units, and a corresponding number of shares of Class B common stock are cancelled. During the nine months ended September 30, 2018 , certain existing holders of Holdings Units exercised their exchange rights and exchanged 1,640,020 Holdings Units for 1,640,020 newly-issued shares of Class A common stock. Simultaneously, and in connection with these exchanges, 1,640,020 shares of Class B common stock were surrendered by the holders of Holdings Units that exercised their exchange rights and cancelled. Additionally, in connection with these exchanges, Planet Fitness, Inc. received 1,640,020 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings. Pursuant to the Company's share repurchase program, which was increased to $500,000 on August 3, 2018, during the nine months ended September 30, 2018 , the Company repurchased and retired 824,312 shares of Class A common stock for a total cost of $42,090 . As a result of the above transactions, as of September 30, 2018 : • Holders of our Class A common stock owned 88,084,736 shares of our Class A common stock, representing 90.2% of the voting power in the Company and, through the Company, 88,084,736 Holdings Units representing 90.2% of the economic interest in Pla-Fit Holdings; and • the Continuing LLC Owners collectively owned 9,543,730 Holdings Units, representing 9.8% of the economic interest in Pla-Fit Holdings, and 9,543,730 shares of our Class B common stock, representing 9.8% of the voting power in the Company. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share of Class A common stock is computed by dividing net income attributable to Planet Fitness, Inc. by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to Planet Fitness, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to Planet Fitness, Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of the Company’s Class B common stock are, however, considered potentially dilutive shares of Class A common stock because shares of Class B common stock, together with the related Holdings Units, are exchangeable into shares of Class A common stock on a one -for-one basis. The following table sets forth reconciliations used to compute basic and diluted earnings per share of Class A common stock: Three months ended Nine months ended 2018 2017 2018 2017 Numerator Net income $ 20,472 $ 18,902 $ 74,384 $ 54,772 Less: net income attributable to non-controlling interests 3,001 3,557 11,158 18,173 Net income attributable to Planet Fitness, Inc. $ 17,471 $ 15,345 $ 63,226 $ 36,599 Denominator Weighted-average shares of Class A common stock outstanding - basic 88,047,401 85,662,650 87,727,300 76,391,277 Effect of dilutive securities: Stock options 382,499 66,610 319,610 38,524 Restricted stock units 27,904 5,196 17,141 5,018 Weighted-average shares of Class A common stock outstanding - diluted 88,457,804 85,734,456 88,064,051 76,434,819 Earnings per share of Class A common stock - basic $ 0.20 $ 0.18 $ 0.72 $ 0.48 Earnings per share of Class A common stock - diluted $ 0.20 $ 0.18 $ 0.72 $ 0.48 Weighted average shares of Class B common stock of 10,004,682 and 12,693,076 for the three months ended September 30, 2018 and 2017 , respectively, and 10,550,857 and 22,010,095 for the nine months ended September 30, 2018 and 2017 , respectively, were evaluated under the if-converted method for potential dilutive effects and were not determined to be dilutive. Weighted average stock options outstanding of 36,342 and 466,278 for the three months ended September 30, 2018 and 2017 , respectively and 114,628 and 423,870 for the nine months ended September 30, 2018 and 2017 , respectively, were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive. Weighted average RSUs outstanding of 0 and 2,924 for the three months ended September 30, 2018 and 2017 , respectively, and 11,245 and 985 for the nine months ended September 30, 2018 and 2017 , respectively, were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is the sole managing member of Pla-Fit Holdings, which is treated as a partnership for U.S. federal and certain state and local income taxes. As a partnership, Pla-Fit Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Pla-Fit Holdings is passed through to and included in the taxable income or loss of its members, including the Company, on a pro-rata basis. Planet Fitness, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income of Pla-Fit Holdings. The Company’s effective tax rate was 26.0% and 25.7% for the three months ended September 30, 2018 and 2017 , respectively and the increase was primarily attributable to the recognition of an income tax benefit in connection with the filing of tax returns in the three months ended September 30, 2017 , offset by a lower U.S. statutory tax rate in 2018. The Company’s effective tax rate was 23.9% and 30.4% for the nine months ended September 30, 2018 and 2017 , respectively, and the reduction in the effective tax rate was primarily attributable to the lower U.S. statutory tax rate in 2018, partially offset by the Company’s increased pro rata share of income from Pla-Fit Holdings. The impact of discrete items was not material. The Company was also subject to taxes in foreign jurisdictions. Undistributed earnings of foreign operations were not material for the three and nine months ended September 30, 2018 and 2017 . Net deferred tax assets of $ 414,977 and $ 406,153 as of September 30, 2018 and December 31, 2017 , respectively, relate primarily to the tax effects of temporary differences in the book basis as compared to the tax basis of our investment in Pla-Fit Holdings as a result of the secondary offerings, other exchanges, recapitalization transactions and the IPO. As of September 30, 2018 , the Company does not have any material net operating loss carryforwards. As of September 30, 2018 and December 31, 2017 , the total liability related to uncertain tax positions was $ 300 and $2,608 , respectively. During the nine months ended September 30, 2018 , the Company settled a tax examination for $2,625 which was fully indemnified. At the date of settlement the Company had recorded on its balance sheet an uncertain tax position reserve and related indemnification asset of $2,967 reflecting principal and interest and therefore released $342 as an offset to provision for income taxes and also released an indemnification asset of $342 through other expense. The Company recognizes interest accrued and penalties, if applicable, related to unrecognized tax benefits in income tax expense. Interest and penalties for the three and nine months ended September 30, 2018 and 2017 were not material. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of H.R. 1, originally known as the Tax Cuts and Jobs Act ("2017 Tax Act"). As of December 31, 2017, the Company made reasonable provisional estimates of the effects of the Tax Act on our consolidated financial statements and tax disclosures, including changes to existing deferred tax balances, the mandatory repatriation tax and remeasurement of our tax benefit arrangements. At September 30, 2018 , the Company has not completed the accounting for the effects of the 2017 Tax Act. Tax benefit arrangements The Company’s acquisition of Holdings Units in connection with the IPO and future and certain past exchanges of Holdings Units for shares of the Company’s Class A common stock (or cash at the option of the Company) are expected to produce and have produced favorable tax attributes. In connection with the IPO, the Company entered into two tax receivable agreements. Under the first of those agreements, the Company generally is required to pay to certain existing and previous equity owners of Pla-Fit Holdings (the “TRA Holders”) 85% of the applicable tax savings, if any, in U.S. federal and state income tax that the Company is deemed to realize as a result of certain tax attributes of their Holdings Units sold to the Company (or exchanged in a taxable sale) and that are created as a result of (i) the exchanges of their Holdings Units for shares of Class A common stock and (ii) tax benefits attributable to payments made under the tax receivable agreement (including imputed interest). Under the second tax receivable agreement, the Company generally is required to pay to TSG AIV II-A L.P and TSG PF Co-Investors A L.P. (the "Direct TSG Investors") 85% of the amount of tax savings, if any, that the Company is deemed to realize as a result of the tax attributes of the Holdings Units held in respect of the Direct TSG Investors’ interest in the Company, which resulted from the Direct TSG Investors’ purchase of interests in Pla-Fit Holdings in 2012, and certain other tax benefits. Under both agreements, the Company generally retains the benefit of the remaining 15% of the applicable tax savings. During the nine months ended September 30, 2018 , 1,640,020 Holdings Units were exchanged by the TRA Holders for newly issued shares of Class A common stock, resulting in an increase in the tax basis of the net assets of Pla-Fit Holdings subject to the provisions of the tax receivable agreements. As a result of the change in Planet Fitness, Inc.’s ownership percentage of Pla-Fit Holdings that occurred in conjunction with the exchanges, we recorded a decrease to our net deferred tax assets of $921 during the nine months ended September 30, 2018 . As a result of these exchanges, during the nine months ended September 30, 2018 , we also recognized deferred tax assets in the amount of $25,559 , and corresponding tax benefit arrangement liabilities of $21,852 , representing 85% of the tax benefits due to the TRA Holders. The offset to the entries recorded in connection with exchanges was to equity. As of September 30, 2018 and December 31, 2017 , the Company had a liability of $ 431,155 and $ 431,360 , respectively, related to its projected obligations under the tax benefit arrangements. Projected future payments under the tax benefit arrangements are as follows: Amount Remainder of 2018 $ 8,764 2019 24,447 2020 24,899 2021 25,323 2022 25,812 Thereafter 321,910 Total $ 431,155 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies From time to time, and in the ordinary course of business, the Company is subject to various claims, charges, and litigation, such as employment-related claims and slip and fall cases. 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. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company has three reportable segments: (i) Franchise; (ii) Corporate-owned stores; and (iii) Equipment. The Company’s operations are organized and managed by type of products and services and segment information is reported accordingly. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer. The CODM reviews financial performance and allocates resources by reportable segment. There have been no operating segments aggregated to arrive at the Company’s reportable segments. The Franchise segment includes operations related to the Company’s franchising business in the United States, Puerto Rico, Canada, the Dominican Republic, Panama and Mexico, including revenues and expenses from the NAF beginning on January 1, 2018 (see Note 15). The Corporate-owned stores segment includes operations with respect to all Corporate-owned stores throughout the United States and Canada. The Equipment segment includes the sale of equipment to franchisee-owned stores. The accounting policies of the reportable segments are the same as those described in Note 2. The Company evaluates the performance of its segments and allocates resources to them based on revenue and earnings before interest, taxes, depreciation, and amortization, referred to as Segment EBITDA. Revenues for all operating segments include only transactions with unaffiliated customers and include no intersegment revenues. The tables below summarize the financial information for the Company’s reportable segments for the three and nine months ended September 30, 2018 and 2017 . The “Corporate and other” category, as it relates to Segment EBITDA, primarily includes corporate overhead costs, such as payroll and related benefit costs and professional services which are not directly attributable to any individual segment. Three months ended Nine months ended 2018 2017 2018 2017 Revenue Franchise segment revenue - U.S. $ 53,528 $ 35,025 $ 164,225 $ 108,470 Franchise segment revenue - International 1,294 537 3,359 1,683 Franchise segment total 54,822 35,562 167,584 110,153 Corporate-owned stores - U.S. 34,323 27,414 99,020 80,597 Corporate-owned stores - International 1,083 1,146 3,345 3,289 Corporate-owned stores total 35,406 28,560 102,365 83,886 Equipment segment - U.S. 46,428 33,374 128,589 101,875 Equipment segment total 46,428 33,374 128,589 101,875 Total revenue $ 136,656 $ 97,496 $ 398,538 $ 295,914 Franchise segment revenue includes franchise revenue, NAF revenue, and commission income. Franchise revenue includes revenue generated from placement services of $2,518 and $2,433 for the three months ended September 30, 2018 and 2017 , respectively, and $7,694 and $7,410 for the nine months September 30, 2018 and 2017 , respectively. Three months ended Nine months ended 2018 2017 2018 2017 Segment EBITDA Franchise $ 37,075 $ 29,925 $ 113,793 $ 94,444 Corporate-owned stores 15,279 12,046 42,115 35,579 Equipment 9,654 7,683 28,579 23,587 Corporate and other (9,599 ) (7,155 ) (27,576 ) (24,212 ) Total Segment EBITDA $ 52,409 $ 42,499 $ 156,911 $ 129,398 The following table reconciles total Segment EBITDA to income before taxes: Three months ended Nine months ended 2018 2017 2018 2017 Total Segment EBITDA $ 52,409 $ 42,499 $ 156,911 $ 129,398 Less: Depreciation and amortization 8,863 8,137 25,947 23,982 Other expense (27 ) 408 (338 ) 157 Income from operations 43,573 33,954 131,302 105,259 Interest income 2,025 18 2,480 24 Interest expense (17,909 ) (8,938 ) (35,725 ) (26,735 ) Other expense (27 ) 408 (338 ) 157 Income before income taxes $ 27,662 $ 25,442 $ 97,719 $ 78,705 The following table summarizes the Company’s assets by reportable segment: September 30, 2018 December 31, 2017 Franchise $ 186,416 $ 243,348 Corporate-owned stores 228,607 167,367 Equipment 204,592 206,632 Unallocated 1,001,824 475,118 Total consolidated assets $ 1,621,439 $ 1,092,465 The table above includes $2,102 and $2,558 of long-lived assets located in the Company’s corporate-owned stores in Canada as of September 30, 2018 and December 31, 2017 , respectively. All other assets are located in the U.S. The following table summarizes the Company’s goodwill by reportable segment: September 30, 2018 December 31, 2017 Franchise $ 16,938 $ 16,938 Corporate-owned stores 89,909 67,377 Equipment 92,666 92,666 Consolidated goodwill $ 199,513 $ 176,981 |
Corporate-Owned and Franchisee-
Corporate-Owned and Franchisee-Owned Stores | 9 Months Ended |
Sep. 30, 2018 | |
Franchisors [Abstract] | |
Corporate-Owned and Franchisee-Owned Stores | Corporate-Owned and Franchisee-Owned Stores The following table shows changes in our corporate-owned and franchisee-owned stores for the three and nine months ended September 30, 2018 and 2017 : For the three months ended For the nine months ended 2018 2017 2018 2017 Franchisee-owned stores: Stores operated at beginning of period 1,540 1,345 1,456 1,255 New stores opened 40 31 131 122 Stores debranded, sold or consolidated (1) (7 ) (2 ) (14 ) (3 ) Stores operated at end of period 1,573 1,374 1,573 1,374 Corporate-owned stores: Stores operated at beginning of period 68 58 62 58 New stores opened 1 — 1 — Stores acquired from franchisees 4 — 10 — Stores operated at end of period 73 58 73 58 Total stores: Stores operated at beginning of period 1,608 1,403 1,518 1,313 New stores opened 41 31 132 122 Stores acquired, debranded, sold or consolidated (1) (3 ) (2 ) (4 ) (3 ) Stores operated at end of period 1,646 1,432 1,646 1,432 (1) The term “debrand” refers to a franchisee-owned store whose right to use the Planet Fitness brand and marks has been terminated in accordance with the franchise agreement. We retain the right to prevent debranded stores from continuing to operate as fitness centers. The term “consolidated” refers to the combination of a franchisee’s store with another store located in close proximity with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining store. |
Revenue recognition
Revenue recognition | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | Revenue recognition Revenue from Contracts with Customers We transitioned to FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts with Customers (“ASC 606”), from ASC Topic 605, Revenue Recognition and ASC Subtopic 952-605, Franchisors - Revenue Recognition (together, the “Previous Standards”) on January 1, 2018 using the modified retrospective transition method. Our Financial Statements reflect the application of ASC 606 guidance beginning in 2018, while our consolidated financial statements for prior periods were prepared under the guidance of Previous Standards. The $9,192 cumulative effect of our transition to ASC 606 is reflected as an adjustment to January 1, 2018 stockholders' deficit. Our transition to ASC 606 represents a change in accounting principle. ASC 606 eliminates industry-specific guidance and provides a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of ASC 606 is that a reporting entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the reporting entity expects to be entitled in exchange for those goods or services. Revenue Recognition Significant Accounting Policies under ASC 606 The Company's revenues are comprised of franchise revenue, equipment revenue, and corporate-owned stores revenue. Franchise revenue Franchise revenues consist primarily of royalties, NAF contributions, initial and renewal franchise fees and upfront fees from area development agreements ("ADAs"), transfer fees, equipment placement revenue, other fees and commission income. The Company's primary performance obligation under the franchise license is granting certain rights to use the Company's intellectual property, and all other services the Company provides under the ADA and franchise agreement are highly interrelated, not distinct within the contract, and therefore accounted for under ASC 606 as a single performance obligation, which is satisfied by granting certain rights to use our intellectual property over the term of each franchise agreement. Royalties, including franchisee contributions to national advertising funds, are calculated as a percentage of franchise monthly dues and annual fees over the term of the franchise agreement. Under our franchise agreements, advertising contributions paid by franchisees must be spent on advertising, marketing and related activities. Initial and renewal franchise fees are payable by the franchisee upon signing a new franchise agreement or renewal of an existing franchise agreement, and transfer fees are paid to the Company when one franchisee transfers a franchise agreement to a different franchisee. Our franchise royalties, as well as our NAF contributions, represent sales-based royalties that are related entirely to our performance obligation under the franchise agreement and are recognized as franchise sales occur. Additionally, under ASC 606, initial and renewal franchise fees, as well as transfer fees, are recognized as revenue on a straight-line basis over the term of the respective franchise agreement. Under the Previous Standards, initial franchise fees were recognized as revenue when the related franchisees signed a lease and completed the Company's new franchisee training. Renewal franchise fees and transfer fees were recognized as revenue upon execution of a new franchise agreement. Our performance obligation under ADAs generally consists of an obligation to grant geographic exclusive area development rights. These development rights are not distinct from franchise agreements, so upfront fees paid by franchisees for exclusive development rights are deferred and apportioned to each franchise agreement signed by the franchisee. The pro-rata amount apportioned to each franchise agreement is accounted for identically to the initial franchise fee. The Company is generally responsible for assembly and placement of equipment it sells to U.S. based franchisee-owned stores. Placement revenue is recognized upon completion and acceptance of the services at the franchise location. The Company recognizes commission income from certain of its franchisees’ use of certain preferred vendor arrangements. Commissions are recognized when amounts have been earned and collectability from the vendor is reasonably assured. Online member join fees are paid to the Company by franchisees for processing new membership transactions when a new member signs up for a membership to a franchisee-owned store through the Company’s website. These fees are recognized as revenue as each transaction occurs. Billing transaction fees are paid to the Company by certain of its franchisees for the processing of franchisee membership dues and annual fees through the Company’s third-party hosted point-of-sale system and are recognized as revenue as they are earned. Equipment revenue The Company sells and delivers equipment purchased from third-party equipment manufacturers to U.S. based franchisee-owned stores. Revenue is recognized upon transfer of control of ordered items, generally upon delivery to the customer, which is when the customer obtains physical possession of the goods, legal title is transferred, the customer has all risks and rewards of ownership and an obligation to pay for the goods is created. Franchisees are charged for all freight costs incurred for the delivery of equipment. Freight revenue is recorded within equipment revenue and freight costs are recorded within cost of revenue. The Company recognizes revenue on a gross basis in these transactions as management has determined the Company to be the principal in these transactions. Management determined the Company to be the principal in the transaction because the Company controls the equipment prior to delivery to the final customer as evidenced by its pricing discretion over the goods, inventory transfer of title and risk of loss while the inventory is in transit, and having the primary responsibility to fulfill the customer order and direct the third-party vendor. Corporate-owned stores revenue The following revenues are generated from stores owned and operated by the Company. Membership dues are earned and recognized over the membership term on a straight-line basis. Enrollment fee revenue Enrollment fees are charged to new members at the commencement of their membership. The Company recognizes enrollment fees ratably over the estimated duration of the membership life, which is generally two years. Annual membership fee revenue Annual membership fees are annual fees charged to members in addition to and in order to maintain low monthly membership dues. The Company recognizes annual membership fees ratably over the 12 -month membership period. Retail sales The Company sells Planet Fitness branded apparel, food, beverages, and other accessories. The revenue for these items is recognized at the point of sale. Contract Liabilities Contract liabilities consist of deferred revenue resulting from initial and renewal franchise fees and ADA fees paid by franchisees, as well as transfer fees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement. Also included are corporate-owned store enrollment fees, annual fees and monthly fees. We classify these contract liabilities as deferred revenue in our condensed consolidated balance sheets. The following table reflects the change in contract liabilities between the date of adoption (January 1, 2018) and September 30, 2018 , Contract liabilities Balance at January 1, 2018 $ 40,000 Revenue recognized that was included in the contract liability at the beginning of the year (18,866 ) Increase, excluding amounts recognized as revenue during the period 26,741 Balance at September 30, 2018 $ 47,875 The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2018 . The Company has elected to exclude short term contracts, sales and usage based royalties and any other variable consideration recognized on an "as invoiced" basis. Contract liabilities to be recognized in: Amount 2018 $ 11,369 2019 11,351 2020 2,515 2021 2,275 2022 2,127 Thereafter 18,238 Total $ 47,875 Financial Statement Impact of Transition to ASC 606 As noted above, we transitioned to ASC 606 using the modified retrospective method on January 1, 2018. The cumulative effect of this transition to applicable contracts with customers that were not completed as of January 1, 2018 was recorded as an adjustment to stockholders' deficit as of that date. As a result of applying the modified retrospective method to transition to ASC 606, the following adjustments were made to the consolidated balance sheet as of January 1, 2018 (in millions): As Reported December 31, Total adjustments Adjusted January 1, 2017 2018 Assets Current assets: Cash and cash equivalents $ 113,080 $ — $ 113,080 Accounts receivable, net 37,272 — 37,272 Due from related parties 3,020 — 3,020 Inventory 2,692 — 2,692 Restricted assets – national advertising fund 499 — 499 Prepaid expenses 3,929 — 3,929 Other receivables 9,562 — 9,562 Other current assets 6,947 — 6,947 Total current assets 177,001 — 177,001 Property and equipment, net 83,327 — 83,327 Intangible assets, net 235,657 — 235,657 Goodwill 176,981 — 176,981 Deferred income taxes 407,782 3,285 411,067 Other assets, net 11,717 — 11,717 Total assets $ 1,092,465 $ 3,285 $ 1,095,750 Liabilities and stockholders' equity (deficit) Current liabilities: Current maturities of long-term debt $ 7,185 $ — $ 7,185 Accounts payable 28,648 — 28,648 Accrued expenses 18,590 — 18,590 Equipment deposits 6,498 — 6,498 Restricted liabilities – national advertising fund 490 — 490 Deferred revenue, current 19,083 (764 ) 18,319 Payable pursuant to tax benefit arrangements, current 31,062 — 31,062 Other current liabilities 474 — 474 Total current liabilities 112,030 (764 ) 111,266 Long-term debt, net of current maturities 696,576 — 696,576 Deferred rent, net of current portion 6,127 — 6,127 Deferred revenue, net of current portion 8,440 13,241 21,681 Deferred tax liabilities 1,629 — 1,629 Payable pursuant to tax benefit arrangements, net of current portion 400,298 — 400,298 Other liabilities 4,302 — 4,302 Total noncurrent liabilities 1,117,372 13,241 1,130,613 Stockholders' equity (deficit): Class A common stock 9 — 9 Class B common stock 1 — 1 Accumulated other comprehensive loss (648 ) — (648 ) Additional paid in capital 12,118 — 12,118 Accumulated deficit (130,966 ) (9,192 ) (140,158 ) Total stockholders' deficit attributable to Planet Fitness Inc. (119,486 ) (9,192 ) (128,678 ) Non-controlling interests (17,451 ) — (17,451 ) Total stockholders' deficit (136,937 ) (9,192 ) (146,129 ) Total liabilities and stockholders' deficit $ 1,092,465 $ 3,285 $ 1,095,750 Franchise Fees The cumulative adjustment for franchise fees, including ADA fees, renewal fees and transfer fees which will all be recognized over the franchise contract term consist of the following: • An increase in deferred revenue, net of $ 12,477 for the cumulative reversal and deferral of previously recognized fees related to franchise agreements in effect at January 1, 2018 that were entered into subsequent to the acquisition of Pla-Fit Holdings on November 8, 2012 by TSG Consumer Partners, LLC (the “2012 Acquisition”) (net of the cumulative revenue attributable for the period through January 1, 2018), with a corresponding decrease to Shareholders’ equity. • An increase to deferred income taxes, net of $ 3,285 for the tax effects of the adjustment noted above, with a corresponding increase to stockholders' equity. Comparison to Amounts if Previous Standards Had Been in Effect The following tables reflect the impact of adoption of ASC 606 on our consolidated statements of operations for the three and nine months ended September 30, 2018 , cash flows from operating activities for the nine months ended September 30, 2018 and our condensed consolidated balance sheet as of September 30, 2018 and the amounts as if the Previous Standards were in effect (“Amounts Under Previous Standards”): Consolidated statement of operations As reported for the three months ended September 30, 2018 Total adjustments Amounts under Previous Standards As reported for the nine months ended September 30, 2018 Total adjustments Amounts under Previous Standards Revenue: Franchise $ 41,997 $ 2,486 $ 44,483 $ 129,575 $ 5,013 $ 134,588 Commission income 1,448 — 1,448 5,012 — 5,012 National advertising fund revenue 11,377 (11,377 ) — 32,997 (32,997 ) — Corporate-owned stores 35,406 — 35,406 102,365 — 102,365 Equipment 46,428 — 46,428 128,589 — 128,589 Total revenue 136,656 (8,891 ) 127,765 398,538 (27,984 ) 370,554 Operating costs and expenses: Cost of revenue 36,871 — 36,871 100,114 — 100,114 Store operations 18,751 — 18,751 55,154 — 55,154 Selling, general and administrative 17,233 — 17,233 52,066 — 52,066 National advertising fund expense 11,377 (11,377 ) — 32,997 (32,997 ) — Depreciation and amortization 8,863 — 8,863 25,947 — 25,947 Other loss (gain) (12 ) — (12 ) 958 — 958 Total operating costs and expenses 93,083 (11,377 ) 81,706 267,236 (32,997 ) 234,239 Income from operations 43,573 2,486 46,059 131,302 5,013 136,315 Other expense, net: Interest income 2,025 — 2,025 2,480 — 2,480 Interest expense (17,909 ) — (17,909 ) (35,725 ) — (35,725 ) Other (expense) income (27 ) — (27 ) (338 ) — (338 ) Total other expense, net (15,911 ) — (15,911 ) (33,583 ) — (33,583 ) Income before income taxes 27,662 2,486 30,148 97,719 5,013 102,732 Provision for income taxes 7,190 654 7,844 23,335 1,278 24,613 Net income 20,472 1,832 22,304 74,384 3,735 78,119 Less net income attributable to non-controlling interests 3,001 254 3,255 11,158 533 11,691 Net income attributable to Planet Fitness, Inc. $ 17,471 $ 1,578 $ 19,049 $ 63,226 $ 3,202 $ 66,428 Net income per share of Class A common stock: Basic $ 0.20 $ 0.22 $ 0.72 $ 0.76 Diluted $ 0.20 $ 0.22 $ 0.72 $ 0.75 Consolidated Statement of Cash Flows As reported September 30, 2018 Total adjustments Amounts under Previous Standards Cash flows from operating activities: Net income $ 74,384 $ 3,735 $ 78,119 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 25,947 — 25,947 Amortization of deferred financing costs 2,041 — 2,041 Amortization of favorable leases and asset retirement obligations 280 — 280 Amortization of interest rate caps 1,170 — 1,170 Deferred tax expense 19,654 — 19,654 Loss on extinguishment of debt 4,570 — 4,570 Gain on re-measurement of tax benefit arrangement (354 ) — (354 ) Provision for bad debts 8 — 8 Loss on reacquired franchise rights 360 — 360 Loss on disposal of property and equipment 542 — 542 Equity-based compensation 4,137 — 4,137 Changes in operating assets and liabilities, excluding effects of acquisitions: Accounts receivable 10,922 — 10,922 Due to and due from related parties 3,174 — 3,174 Inventory (3,450 ) — (3,450 ) Other assets and other current assets 4,972 — 4,972 National advertising fund — — — Accounts payable and accrued expenses 2,426 — 2,426 Other liabilities and other current liabilities (2,869 ) — (2,869 ) Income taxes 1,028 1,278 2,306 Payable to related parties pursuant to tax benefit arrangements (21,706 ) — (21,706 ) Equipment deposits 4,950 — 4,950 Deferred revenue 7,544 (5,013 ) 2,531 Deferred rent 4,156 — 4,156 Net cash provided by operating activities $ 143,886 $ — $ 143,886 Consolidated Balance Sheet As reported September 30, 2018 Total adjustments Amounts under Previous Standards Assets Current assets: Cash and cash equivalents $ 572,731 $ — $ 572,731 Restricted cash 35,915 — 35,915 Accounts receivable, net 26,145 — 26,145 Inventory 6,142 — 6,142 Restricted assets – national advertising fund 3,418 — 3,418 Prepaid expenses 3,813 — 3,813 Other receivables 10,993 — 10,993 Other current assets 6,318 — 6,318 Total current assets 665,475 — 665,475 Property and equipment, net 97,240 — 97,240 Intangible assets, net 237,896 — 237,896 Goodwill 199,513 — 199,513 Deferred income taxes 416,707 (3,285 ) 413,422 Other assets, net 4,608 — 4,608 Total assets $ 1,621,439 $ (3,285 ) $ 1,618,154 Liabilities and stockholders' equity (deficit) Current liabilities: Current maturities of long-term debt $ 12,000 $ — $ 12,000 Accounts payable 23,400 — 23,400 Accrued expenses 26,764 1,278 28,042 Equipment deposits 11,449 — 11,449 Restricted liabilities – national advertising fund 3,418 — 3,418 Deferred revenue, current 21,959 24 21,983 Payable pursuant to tax benefit arrangements, current 25,578 — 25,578 Other current liabilities 456 — 456 Total current liabilities 125,024 1,302 126,326 Long-term debt, net of current maturities 1,161,712 — 1,161,712 Deferred rent, net of current portion 10,297 — 10,297 Deferred revenue, net of current portion 25,916 (17,591 ) 8,325 Deferred tax liabilities 1,730 — 1,730 Payable pursuant to tax benefit arrangements, net of current portion 405,577 — 405,577 Other liabilities 1,331 — 1,331 Total noncurrent liabilities 1,606,563 (17,591 ) 1,588,972 Stockholders' equity (deficit): Class A common stock 9 — 9 Class B common stock 1 — 1 Accumulated other comprehensive income 256 — 256 Additional paid in capital 17,237 — 17,237 Accumulated deficit (118,964 ) 12,471 (106,493 ) Total stockholders' deficit attributable to Planet Fitness Inc. (101,461 ) 12,471 (88,990 ) Non-controlling interests (8,687 ) 533 (8,154 ) Total stockholders' deficit (110,148 ) 13,004 (97,144 ) Total liabilities and stockholders' deficit $ 1,621,439 $ (3,285 ) $ 1,618,154 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018 and 2017 are unaudited. The condensed consolidated balance sheet as of December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “Annual Report”) filed with the SEC on March 1, 2018 . Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. As discussed in Note 1, as a result of the recapitalization transactions, Planet Fitness, Inc. consolidates Pla-Fit Holdings. The Company also consolidates entities in which it has a controlling financial interest, the usual condition of which is ownership of a majority voting interest. The Company also considers for consolidation certain interests where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary of a VIE is considered to possess the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the rights to receive benefits from the VIE that are significant to it. The principal entities in which the Company possesses a variable interest include franchise entities and certain other entities. The Company is not deemed to be the primary beneficiary for Planet Fitness franchise entities. Therefore, these entities are not consolidated. The results of the Company have been consolidated with Matthew Michael Realty LLC (“MMR”) and PF Melville LLC (“PF Melville”) based on the determination that the Company is the primary beneficiary with respect to these VIEs. These entities are real estate holding companies that derive a majority of their financial support from the Company through lease agreements for corporate stores. See Note 3 for further information related to the Company’s VIEs. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. Significant areas where estimates and judgments are relied upon by management in the preparation of the consolidated financial statements include revenue recognition, valuation of assets and liabilities in connection with acquisitions, valuation of equity-based compensation awards, the evaluation of the recoverability of goodwill and long-lived assets, including intangible assets, income taxes, including deferred tax assets and liabilities and reserves for unrecognized tax benefits, and the liability for the Company’s tax benefit arrangements. |
Fair Value | Fair Value ASC 820, Fair Value Measurements and Disclosures , establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Recent accounting pronouncements | Recent accounting pronouncements The FASB issued ASU No. 2014-9, Revenue from Contracts with Customers , in September 2014. This guidance requires that an entity recognize revenue to depict the transfer of a promised good or service to its customers in an amount that reflects consideration to which the entity expects to be entitled in exchange for such transfer. This guidance also specifies accounting for certain costs incurred by an entity to obtain or fulfill a contract with a customer and provides for enhancements to revenue specific disclosures intended to allow users of the financial statements to clearly understand the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with its customers. The Company has adopted the guidance as of January 1, 2018 on a modified retrospective basis. See Note 15 for details about the effect of adoption. The FASB issued ASU No. 2016-2, Leases , in February 2016. This guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public companies. Early application of the amendments in this update is permitted for all entities. The Company anticipates that adoption of this guidance will bring all current operating leases onto the statement of financial position as a right of use asset and related rent liability, and is currently evaluating the effect that implementation of this guidance will have on its consolidated statement of operations. The FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments , in August 2016. This guidance is intended to reduce diversity in practice of the classification of certain cash receipts and cash payments. This guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within that year. The Company has adopted the guidance as of January 1, 2018 on a prospective basis, noting no material impact on its consolidated financial statements. The FASB issued ASU No. 2017-4, Intangibles–Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, in January 2017. This guidance eliminates the requirement to calculate the implied fair value, essentially eliminating step two from the goodwill impairment test. The new standard requires goodwill impairment to be based upon the results of step one of the impairment test, which is defined as the excess of the carrying value of a reporting unit over its fair value. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. This guidance will be effective for fiscal years beginning after December 15, 2019, including interim periods within that year. This new guidance is not expected to have a material impact on the Company’s consolidated financial statements. The FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, in August 2017. The guidance simplifies the application of hedge accounting in certain situations and amends the hedge accounting model to enable entities to better portray the economics of their risk management activities in the financial statements. This guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within that year. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
Revenue Recognition | Revenue from Contracts with Customers We transitioned to FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts with Customers (“ASC 606”), from ASC Topic 605, Revenue Recognition and ASC Subtopic 952-605, Franchisors - Revenue Recognition (together, the “Previous Standards”) on January 1, 2018 using the modified retrospective transition method. Our Financial Statements reflect the application of ASC 606 guidance beginning in 2018, while our consolidated financial statements for prior periods were prepared under the guidance of Previous Standards. The $9,192 cumulative effect of our transition to ASC 606 is reflected as an adjustment to January 1, 2018 stockholders' deficit. Our transition to ASC 606 represents a change in accounting principle. ASC 606 eliminates industry-specific guidance and provides a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of ASC 606 is that a reporting entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the reporting entity expects to be entitled in exchange for those goods or services. Revenue Recognition Significant Accounting Policies under ASC 606 The Company's revenues are comprised of franchise revenue, equipment revenue, and corporate-owned stores revenue. Franchise revenue Franchise revenues consist primarily of royalties, NAF contributions, initial and renewal franchise fees and upfront fees from area development agreements ("ADAs"), transfer fees, equipment placement revenue, other fees and commission income. The Company's primary performance obligation under the franchise license is granting certain rights to use the Company's intellectual property, and all other services the Company provides under the ADA and franchise agreement are highly interrelated, not distinct within the contract, and therefore accounted for under ASC 606 as a single performance obligation, which is satisfied by granting certain rights to use our intellectual property over the term of each franchise agreement. Royalties, including franchisee contributions to national advertising funds, are calculated as a percentage of franchise monthly dues and annual fees over the term of the franchise agreement. Under our franchise agreements, advertising contributions paid by franchisees must be spent on advertising, marketing and related activities. Initial and renewal franchise fees are payable by the franchisee upon signing a new franchise agreement or renewal of an existing franchise agreement, and transfer fees are paid to the Company when one franchisee transfers a franchise agreement to a different franchisee. Our franchise royalties, as well as our NAF contributions, represent sales-based royalties that are related entirely to our performance obligation under the franchise agreement and are recognized as franchise sales occur. Additionally, under ASC 606, initial and renewal franchise fees, as well as transfer fees, are recognized as revenue on a straight-line basis over the term of the respective franchise agreement. Under the Previous Standards, initial franchise fees were recognized as revenue when the related franchisees signed a lease and completed the Company's new franchisee training. Renewal franchise fees and transfer fees were recognized as revenue upon execution of a new franchise agreement. Our performance obligation under ADAs generally consists of an obligation to grant geographic exclusive area development rights. These development rights are not distinct from franchise agreements, so upfront fees paid by franchisees for exclusive development rights are deferred and apportioned to each franchise agreement signed by the franchisee. The pro-rata amount apportioned to each franchise agreement is accounted for identically to the initial franchise fee. The Company is generally responsible for assembly and placement of equipment it sells to U.S. based franchisee-owned stores. Placement revenue is recognized upon completion and acceptance of the services at the franchise location. The Company recognizes commission income from certain of its franchisees’ use of certain preferred vendor arrangements. Commissions are recognized when amounts have been earned and collectability from the vendor is reasonably assured. Online member join fees are paid to the Company by franchisees for processing new membership transactions when a new member signs up for a membership to a franchisee-owned store through the Company’s website. These fees are recognized as revenue as each transaction occurs. Billing transaction fees are paid to the Company by certain of its franchisees for the processing of franchisee membership dues and annual fees through the Company’s third-party hosted point-of-sale system and are recognized as revenue as they are earned. Equipment revenue The Company sells and delivers equipment purchased from third-party equipment manufacturers to U.S. based franchisee-owned stores. Revenue is recognized upon transfer of control of ordered items, generally upon delivery to the customer, which is when the customer obtains physical possession of the goods, legal title is transferred, the customer has all risks and rewards of ownership and an obligation to pay for the goods is created. Franchisees are charged for all freight costs incurred for the delivery of equipment. Freight revenue is recorded within equipment revenue and freight costs are recorded within cost of revenue. The Company recognizes revenue on a gross basis in these transactions as management has determined the Company to be the principal in these transactions. Management determined the Company to be the principal in the transaction because the Company controls the equipment prior to delivery to the final customer as evidenced by its pricing discretion over the goods, inventory transfer of title and risk of loss while the inventory is in transit, and having the primary responsibility to fulfill the customer order and direct the third-party vendor. Corporate-owned stores revenue The following revenues are generated from stores owned and operated by the Company. Membership dues are earned and recognized over the membership term on a straight-line basis. Enrollment fee revenue Enrollment fees are charged to new members at the commencement of their membership. The Company recognizes enrollment fees ratably over the estimated duration of the membership life, which is generally two years. Annual membership fee revenue Annual membership fees are annual fees charged to members in addition to and in order to maintain low monthly membership dues. The Company recognizes annual membership fees ratably over the 12 -month membership period. Retail sales The Company sells Planet Fitness branded apparel, food, beverages, and other accessories. The revenue for these items is recognized at the point of sale. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 and December 31, 2017 : Total fair value at September 30, Quoted prices in active markets (Level 1) Significant other Significant unobservable inputs (Level 3) Interest rate caps $ — $ — $ — $ — Total fair value at December 31, Quoted prices Significant other Significant Interest rate caps $ 340 $ — $ 340 $ — The carrying value and estimated fair value of long-term debt as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 December 31, 2017 Carrying value Estimated fair value (1) Carrying value Estimated fair value (2) Long-term debt $ 1,200,000 $ 1,195,278 $ 709,470 $ 709,470 (1) The estimated fair value of our long-term debt is estimated primarily based on current bid prices for our long-term debt. Judgment is required to develop these estimates. As such, the fair value of our long-term debt is classified within Level 2, as defined under U.S. GAAP. (2) The carrying value of the Term Loan B debt approximated fair value as of December 31, 2017 as it was variable rate debt. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [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, 2018 and December 31, 2017 are as follows: September 30, 2018 December 31, 2017 Assets Liabilities Assets Liabilities PF Melville $ 4,695 $ — $ 4,420 $ — MMR 3,512 — 3,360 — Total $ 8,207 $ — $ 7,780 $ — |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Purchase Consideration Allocation | The preliminary purchase consideration was allocated as follows: Amount Fixed assets 3,873 Reacquired franchise rights 4,610 Customer relationships 140 Favorable leases, net 80 Other assets 143 Goodwill 8,476 Liabilities assumed, including deferred revenues (83 ) 17,239 The purchase consideration was allocated as follows: Amount Fixed assets $ 4,672 Reacquired franchise rights 7,640 Customer relationships 1,150 Favorable leases, net 520 Reacquired area development rights 150 Other assets 275 Goodwill 14,056 Liabilities assumed, including deferred revenues (310 ) $ 28,153 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Intangible Assets | A summary of goodwill and intangible assets at September 30, 2018 and December 31, 2017 is as follows: September 30, 2018 Weighted average amortization period (years) Gross carrying amount Accumulated amortization Net carrying Amount Customer relationships 11.0 $ 173,063 (96,201 ) $ 76,862 Noncompete agreements 5.0 14,500 (14,500 ) — Favorable leases 7.6 3,545 (2,248 ) 1,297 Order backlog 0.4 3,400 (3,400 ) — Reacquired franchise rights 7.1 21,199 (7,890 ) 13,309 Reacquired ADA rights 5.0 150 (22 ) 128 215,857 (124,261 ) 91,596 Indefinite-lived intangible: Trade and brand names N/A 146,300 — 146,300 Total intangible assets $ 362,157 $ (124,261 ) $ 237,896 Goodwill $ 199,513 $ — $ 199,513 December 31, 2017 Weighted Gross Accumulated Net carrying Customer relationships 11.1 $ 171,782 $ (86,501 ) $ 85,281 Noncompete agreements 5.0 14,500 (14,500 ) — Favorable leases 7.5 2,935 (1,972 ) 963 Order backlog 0.4 3,400 (3,400 ) — Reacquired franchise rights 5.8 8,950 (5,837 ) 3,113 201,567 (112,210 ) 89,357 Indefinite-lived intangible: Trade and brand names N/A 146,300 — 146,300 Total intangible assets $ 347,867 $ (112,210 ) $ 235,657 Goodwill $ 176,981 $ — $ 176,981 |
Summary of Amortization expenses | The anticipated annual amortization expense related to intangible assets to be recognized in future years as of September 30, 2018 is as follows: Amount Remainder of 2018 $ 4,026 2019 16,111 2020 14,260 2021 14,234 2022 14,426 Thereafter 28,539 Total $ 91,596 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt as of September 30, 2018 and December 31, 2017 consists of the following: September 30, 2018 December 31, 2017 Class A-2-I notes $ 575,000 $ — Class A-2-II notes 625,000 — Term loan B, repaid August 2018 — 709,470 Total debt, excluding deferred financing costs 1,200,000 709,470 Deferred financing costs, net of accumulated amortization (26,288 ) (5,709 ) Total debt 1,173,712 703,761 Current portion of long-term debt and line of credit 12,000 7,185 Long-term debt, net of current portion $ 1,161,712 $ 696,576 |
Schedule of Future Annual Payments of Long-term Debt | Future annual principal payments of long-term debt as of September 30, 2018 are as follows: Amount Remainder of 2018 $ 3,000 2019 12,000 2020 12,000 2021 12,000 2022 562,563 Thereafter 598,437 Total $ 1,200,000 |
Related party transactions (Tab
Related party transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Activity with entities considered to be related parties is summarized below: For the three months ended For the nine months ended 2018 2017 2018 2017 Franchise revenue $ 897 $ 344 $ 2,453 $ 1,174 Equipment revenue 1,472 4 1,782 577 Total revenue from related parties $ 2,369 $ 348 4,235 $ 1,751 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerators and Denominators Used to Compute Basic and Diluted Earnings per Share | The following table sets forth reconciliations used to compute basic and diluted earnings per share of Class A common stock: Three months ended Nine months ended 2018 2017 2018 2017 Numerator Net income $ 20,472 $ 18,902 $ 74,384 $ 54,772 Less: net income attributable to non-controlling interests 3,001 3,557 11,158 18,173 Net income attributable to Planet Fitness, Inc. $ 17,471 $ 15,345 $ 63,226 $ 36,599 Denominator Weighted-average shares of Class A common stock outstanding - basic 88,047,401 85,662,650 87,727,300 76,391,277 Effect of dilutive securities: Stock options 382,499 66,610 319,610 38,524 Restricted stock units 27,904 5,196 17,141 5,018 Weighted-average shares of Class A common stock outstanding - diluted 88,457,804 85,734,456 88,064,051 76,434,819 Earnings per share of Class A common stock - basic $ 0.20 $ 0.18 $ 0.72 $ 0.48 Earnings per share of Class A common stock - diluted $ 0.20 $ 0.18 $ 0.72 $ 0.48 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 2018 $ 8,764 2019 24,447 2020 24,899 2021 25,323 2022 25,812 Thereafter 321,910 Total $ 431,155 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Summary of Financial Information for the Company's Reportable Segments | Three months ended Nine months ended 2018 2017 2018 2017 Segment EBITDA Franchise $ 37,075 $ 29,925 $ 113,793 $ 94,444 Corporate-owned stores 15,279 12,046 42,115 35,579 Equipment 9,654 7,683 28,579 23,587 Corporate and other (9,599 ) (7,155 ) (27,576 ) (24,212 ) Total Segment EBITDA $ 52,409 $ 42,499 $ 156,911 $ 129,398 The tables below summarize the financial information for the Company’s reportable segments for the three and nine months ended September 30, 2018 and 2017 . The “Corporate and other” category, as it relates to Segment EBITDA, primarily includes corporate overhead costs, such as payroll and related benefit costs and professional services which are not directly attributable to any individual segment. Three months ended Nine months ended 2018 2017 2018 2017 Revenue Franchise segment revenue - U.S. $ 53,528 $ 35,025 $ 164,225 $ 108,470 Franchise segment revenue - International 1,294 537 3,359 1,683 Franchise segment total 54,822 35,562 167,584 110,153 Corporate-owned stores - U.S. 34,323 27,414 99,020 80,597 Corporate-owned stores - International 1,083 1,146 3,345 3,289 Corporate-owned stores total 35,406 28,560 102,365 83,886 Equipment segment - U.S. 46,428 33,374 128,589 101,875 Equipment segment total 46,428 33,374 128,589 101,875 Total revenue $ 136,656 $ 97,496 $ 398,538 $ 295,914 |
Reconciliation of Total Segment EBITDA to Income Before Taxes | The following table reconciles total Segment EBITDA to income before taxes: Three months ended Nine months ended 2018 2017 2018 2017 Total Segment EBITDA $ 52,409 $ 42,499 $ 156,911 $ 129,398 Less: Depreciation and amortization 8,863 8,137 25,947 23,982 Other expense (27 ) 408 (338 ) 157 Income from operations 43,573 33,954 131,302 105,259 Interest income 2,025 18 2,480 24 Interest expense (17,909 ) (8,938 ) (35,725 ) (26,735 ) Other expense (27 ) 408 (338 ) 157 Income before income taxes $ 27,662 $ 25,442 $ 97,719 $ 78,705 |
Summary of Company's Assets by Reportable Segment | The following table summarizes the Company’s assets by reportable segment: September 30, 2018 December 31, 2017 Franchise $ 186,416 $ 243,348 Corporate-owned stores 228,607 167,367 Equipment 204,592 206,632 Unallocated 1,001,824 475,118 Total consolidated assets $ 1,621,439 $ 1,092,465 |
Summary of Company's Goodwill by Reportable Segment | The following table summarizes the Company’s goodwill by reportable segment: September 30, 2018 December 31, 2017 Franchise $ 16,938 $ 16,938 Corporate-owned stores 89,909 67,377 Equipment 92,666 92,666 Consolidated goodwill $ 199,513 $ 176,981 |
Corporate-Owned and Franchise_2
Corporate-Owned and Franchisee-Owned Stores (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Franchisors [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, 2018 and 2017 : For the three months ended For the nine months ended 2018 2017 2018 2017 Franchisee-owned stores: Stores operated at beginning of period 1,540 1,345 1,456 1,255 New stores opened 40 31 131 122 Stores debranded, sold or consolidated (1) (7 ) (2 ) (14 ) (3 ) Stores operated at end of period 1,573 1,374 1,573 1,374 Corporate-owned stores: Stores operated at beginning of period 68 58 62 58 New stores opened 1 — 1 — Stores acquired from franchisees 4 — 10 — Stores operated at end of period 73 58 73 58 Total stores: Stores operated at beginning of period 1,608 1,403 1,518 1,313 New stores opened 41 31 132 122 Stores acquired, debranded, sold or consolidated (1) (3 ) (2 ) (4 ) (3 ) Stores operated at end of period 1,646 1,432 1,646 1,432 (1) The term “debrand” refers to a franchisee-owned store whose right to use the Planet Fitness brand and marks has been terminated in accordance with the franchise agreement. We retain the right to prevent debranded stores from continuing to operate as fitness centers. The term “consolidated” refers to the combination of a franchisee’s store with another store located in close proximity with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining store. |
Revenue recognition (Tables)
Revenue recognition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Liabilities | The following table reflects the change in contract liabilities between the date of adoption (January 1, 2018) and September 30, 2018 , Contract liabilities Balance at January 1, 2018 $ 40,000 Revenue recognized that was included in the contract liability at the beginning of the year (18,866 ) Increase, excluding amounts recognized as revenue during the period 26,741 Balance at September 30, 2018 $ 47,875 |
Remaining Performance Obligation | The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2018 . The Company has elected to exclude short term contracts, sales and usage based royalties and any other variable consideration recognized on an "as invoiced" basis. Contract liabilities to be recognized in: Amount 2018 $ 11,369 2019 11,351 2020 2,515 2021 2,275 2022 2,127 Thereafter 18,238 Total $ 47,875 |
Impact of ASC 606 | As a result of applying the modified retrospective method to transition to ASC 606, the following adjustments were made to the consolidated balance sheet as of January 1, 2018 (in millions): As Reported December 31, Total adjustments Adjusted January 1, 2017 2018 Assets Current assets: Cash and cash equivalents $ 113,080 $ — $ 113,080 Accounts receivable, net 37,272 — 37,272 Due from related parties 3,020 — 3,020 Inventory 2,692 — 2,692 Restricted assets – national advertising fund 499 — 499 Prepaid expenses 3,929 — 3,929 Other receivables 9,562 — 9,562 Other current assets 6,947 — 6,947 Total current assets 177,001 — 177,001 Property and equipment, net 83,327 — 83,327 Intangible assets, net 235,657 — 235,657 Goodwill 176,981 — 176,981 Deferred income taxes 407,782 3,285 411,067 Other assets, net 11,717 — 11,717 Total assets $ 1,092,465 $ 3,285 $ 1,095,750 Liabilities and stockholders' equity (deficit) Current liabilities: Current maturities of long-term debt $ 7,185 $ — $ 7,185 Accounts payable 28,648 — 28,648 Accrued expenses 18,590 — 18,590 Equipment deposits 6,498 — 6,498 Restricted liabilities – national advertising fund 490 — 490 Deferred revenue, current 19,083 (764 ) 18,319 Payable pursuant to tax benefit arrangements, current 31,062 — 31,062 Other current liabilities 474 — 474 Total current liabilities 112,030 (764 ) 111,266 Long-term debt, net of current maturities 696,576 — 696,576 Deferred rent, net of current portion 6,127 — 6,127 Deferred revenue, net of current portion 8,440 13,241 21,681 Deferred tax liabilities 1,629 — 1,629 Payable pursuant to tax benefit arrangements, net of current portion 400,298 — 400,298 Other liabilities 4,302 — 4,302 Total noncurrent liabilities 1,117,372 13,241 1,130,613 Stockholders' equity (deficit): Class A common stock 9 — 9 Class B common stock 1 — 1 Accumulated other comprehensive loss (648 ) — (648 ) Additional paid in capital 12,118 — 12,118 Accumulated deficit (130,966 ) (9,192 ) (140,158 ) Total stockholders' deficit attributable to Planet Fitness Inc. (119,486 ) (9,192 ) (128,678 ) Non-controlling interests (17,451 ) — (17,451 ) Total stockholders' deficit (136,937 ) (9,192 ) (146,129 ) Total liabilities and stockholders' deficit $ 1,092,465 $ 3,285 $ 1,095,750 The following tables reflect the impact of adoption of ASC 606 on our consolidated statements of operations for the three and nine months ended September 30, 2018 , cash flows from operating activities for the nine months ended September 30, 2018 and our condensed consolidated balance sheet as of September 30, 2018 and the amounts as if the Previous Standards were in effect (“Amounts Under Previous Standards”): Consolidated statement of operations As reported for the three months ended September 30, 2018 Total adjustments Amounts under Previous Standards As reported for the nine months ended September 30, 2018 Total adjustments Amounts under Previous Standards Revenue: Franchise $ 41,997 $ 2,486 $ 44,483 $ 129,575 $ 5,013 $ 134,588 Commission income 1,448 — 1,448 5,012 — 5,012 National advertising fund revenue 11,377 (11,377 ) — 32,997 (32,997 ) — Corporate-owned stores 35,406 — 35,406 102,365 — 102,365 Equipment 46,428 — 46,428 128,589 — 128,589 Total revenue 136,656 (8,891 ) 127,765 398,538 (27,984 ) 370,554 Operating costs and expenses: Cost of revenue 36,871 — 36,871 100,114 — 100,114 Store operations 18,751 — 18,751 55,154 — 55,154 Selling, general and administrative 17,233 — 17,233 52,066 — 52,066 National advertising fund expense 11,377 (11,377 ) — 32,997 (32,997 ) — Depreciation and amortization 8,863 — 8,863 25,947 — 25,947 Other loss (gain) (12 ) — (12 ) 958 — 958 Total operating costs and expenses 93,083 (11,377 ) 81,706 267,236 (32,997 ) 234,239 Income from operations 43,573 2,486 46,059 131,302 5,013 136,315 Other expense, net: Interest income 2,025 — 2,025 2,480 — 2,480 Interest expense (17,909 ) — (17,909 ) (35,725 ) — (35,725 ) Other (expense) income (27 ) — (27 ) (338 ) — (338 ) Total other expense, net (15,911 ) — (15,911 ) (33,583 ) — (33,583 ) Income before income taxes 27,662 2,486 30,148 97,719 5,013 102,732 Provision for income taxes 7,190 654 7,844 23,335 1,278 24,613 Net income 20,472 1,832 22,304 74,384 3,735 78,119 Less net income attributable to non-controlling interests 3,001 254 3,255 11,158 533 11,691 Net income attributable to Planet Fitness, Inc. $ 17,471 $ 1,578 $ 19,049 $ 63,226 $ 3,202 $ 66,428 Net income per share of Class A common stock: Basic $ 0.20 $ 0.22 $ 0.72 $ 0.76 Diluted $ 0.20 $ 0.22 $ 0.72 $ 0.75 Consolidated Statement of Cash Flows As reported September 30, 2018 Total adjustments Amounts under Previous Standards Cash flows from operating activities: Net income $ 74,384 $ 3,735 $ 78,119 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 25,947 — 25,947 Amortization of deferred financing costs 2,041 — 2,041 Amortization of favorable leases and asset retirement obligations 280 — 280 Amortization of interest rate caps 1,170 — 1,170 Deferred tax expense 19,654 — 19,654 Loss on extinguishment of debt 4,570 — 4,570 Gain on re-measurement of tax benefit arrangement (354 ) — (354 ) Provision for bad debts 8 — 8 Loss on reacquired franchise rights 360 — 360 Loss on disposal of property and equipment 542 — 542 Equity-based compensation 4,137 — 4,137 Changes in operating assets and liabilities, excluding effects of acquisitions: Accounts receivable 10,922 — 10,922 Due to and due from related parties 3,174 — 3,174 Inventory (3,450 ) — (3,450 ) Other assets and other current assets 4,972 — 4,972 National advertising fund — — — Accounts payable and accrued expenses 2,426 — 2,426 Other liabilities and other current liabilities (2,869 ) — (2,869 ) Income taxes 1,028 1,278 2,306 Payable to related parties pursuant to tax benefit arrangements (21,706 ) — (21,706 ) Equipment deposits 4,950 — 4,950 Deferred revenue 7,544 (5,013 ) 2,531 Deferred rent 4,156 — 4,156 Net cash provided by operating activities $ 143,886 $ — $ 143,886 Consolidated Balance Sheet As reported September 30, 2018 Total adjustments Amounts under Previous Standards Assets Current assets: Cash and cash equivalents $ 572,731 $ — $ 572,731 Restricted cash 35,915 — 35,915 Accounts receivable, net 26,145 — 26,145 Inventory 6,142 — 6,142 Restricted assets – national advertising fund 3,418 — 3,418 Prepaid expenses 3,813 — 3,813 Other receivables 10,993 — 10,993 Other current assets 6,318 — 6,318 Total current assets 665,475 — 665,475 Property and equipment, net 97,240 — 97,240 Intangible assets, net 237,896 — 237,896 Goodwill 199,513 — 199,513 Deferred income taxes 416,707 (3,285 ) 413,422 Other assets, net 4,608 — 4,608 Total assets $ 1,621,439 $ (3,285 ) $ 1,618,154 Liabilities and stockholders' equity (deficit) Current liabilities: Current maturities of long-term debt $ 12,000 $ — $ 12,000 Accounts payable 23,400 — 23,400 Accrued expenses 26,764 1,278 28,042 Equipment deposits 11,449 — 11,449 Restricted liabilities – national advertising fund 3,418 — 3,418 Deferred revenue, current 21,959 24 21,983 Payable pursuant to tax benefit arrangements, current 25,578 — 25,578 Other current liabilities 456 — 456 Total current liabilities 125,024 1,302 126,326 Long-term debt, net of current maturities 1,161,712 — 1,161,712 Deferred rent, net of current portion 10,297 — 10,297 Deferred revenue, net of current portion 25,916 (17,591 ) 8,325 Deferred tax liabilities 1,730 — 1,730 Payable pursuant to tax benefit arrangements, net of current portion 405,577 — 405,577 Other liabilities 1,331 — 1,331 Total noncurrent liabilities 1,606,563 (17,591 ) 1,588,972 Stockholders' equity (deficit): Class A common stock 9 — 9 Class B common stock 1 — 1 Accumulated other comprehensive income 256 — 256 Additional paid in capital 17,237 — 17,237 Accumulated deficit (118,964 ) 12,471 (106,493 ) Total stockholders' deficit attributable to Planet Fitness Inc. (101,461 ) 12,471 (88,990 ) Non-controlling interests (8,687 ) 533 (8,154 ) Total stockholders' deficit (110,148 ) 13,004 (97,144 ) Total liabilities and stockholders' deficit $ 1,621,439 $ (3,285 ) $ 1,618,154 |
Business Organization - Additio
Business Organization - Additional Information (Detail) Member in Millions | 9 Months Ended | ||||||
Sep. 30, 2018StateSegmentMemberStore | Jun. 30, 2018Store | Dec. 31, 2017Store | Sep. 30, 2017Store | Jun. 30, 2017Store | Dec. 31, 2016Store | Aug. 05, 2015 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of owned and franchised locations | Store | 1,646 | 1,608 | 1,518 | 1,432 | 1,403 | 1,313 | |
Number of states in which entity operates | State | 50 | ||||||
Number of reportable segments | Segment | 3 | ||||||
Pla-Fit Holdings, LLC | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Percentage of ownership | 100.00% | 100.00% | |||||
Percentage of economic interest | 90.20% | ||||||
Pla-Fit Holdings, LLC | Holdings Units | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Percentage of economic interest | 9.80% | ||||||
Planet Intermediate, LLC | Pla-Fit Holdings, LLC | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Percentage of ownership | 100.00% | ||||||
Planet Fitness Holdings, LLC | Planet Intermediate, LLC | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Percentage of ownership | 100.00% | ||||||
Minimum | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of members (more than) | Member | 12.2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Company's Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Carrying value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 1,200,000 | $ 709,470 |
Estimated fair value(1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 1,195,278 | 709,470 |
Interest rate caps | Fair Value Measurements Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | 0 | 340 |
Interest rate caps | Quoted prices in active markets (Level 1) | Fair Value Measurements Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | 0 | 0 |
Interest rate caps | Significant other observable inputs (Level 2) | Fair Value Measurements Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | 0 | 340 |
Interest rate caps | Significant unobservable inputs (Level 3) | Fair Value Measurements Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | $ 0 | $ 0 |
Variable Interest Entities - Ca
Variable Interest Entities - Carrying Value of Variable Interest Entities of Consolidated Financial Statements (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Variable Interest Entity [Line Items] | ||
Assets | $ 8,207 | $ 7,780 |
Liabilities | 0 | 0 |
PF Melville | ||
Variable Interest Entity [Line Items] | ||
Assets | 4,695 | 4,420 |
Liabilities | 0 | 0 |
MMR | ||
Variable Interest Entity [Line Items] | ||
Assets | 3,512 | 3,360 |
Liabilities | $ 0 | $ 0 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract] | ||
Maximum obligation of guarantees of leases and debt | $ 798,000 | $ 979,000 |
Maximum loss exposure Involvement of estimated value | $ 0 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) $ in Thousands | Aug. 10, 2018USD ($)Store | Jan. 01, 2018USD ($)Store | Sep. 30, 2018Store | Jun. 30, 2018Store | Dec. 31, 2017Store | Sep. 30, 2017Store | Jun. 30, 2017Store | Dec. 31, 2016Store |
Business Acquisition [Line Items] | ||||||||
Number of owned and franchised locations | Store | 1,646 | 1,608 | 1,518 | 1,432 | 1,403 | 1,313 | ||
Colorado Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of owned and franchised locations | Store | 4 | |||||||
Acquisition, gross cash payments | $ 17,249 | |||||||
Loss on reacquired franchise rights | 10 | |||||||
Consideration transferred | $ 17,239 | |||||||
Long Island Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of owned and franchised locations | Store | 6 | |||||||
Acquisition, gross cash payments | $ 28,503 | |||||||
Loss on reacquired franchise rights | 350 | |||||||
Consideration transferred | $ 28,153 |
Acquisition - Purchase Consider
Acquisition - Purchase Consideration Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Aug. 10, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 199,513 | $ 176,981 | $ 176,981 | |
Colorado Acquisition | ||||
Business Acquisition [Line Items] | ||||
Fixed assets | $ 3,873 | |||
Other assets | 143 | |||
Goodwill | 8,476 | |||
Liabilities assumed, including deferred revenues | (83) | |||
Net assets acquired | 17,239 | |||
Long Island Acquisition | ||||
Business Acquisition [Line Items] | ||||
Fixed assets | 4,672 | |||
Other assets | 275 | |||
Goodwill | 14,056 | |||
Liabilities assumed, including deferred revenues | (310) | |||
Net assets acquired | 28,153 | |||
Reacquired franchise rights | Colorado Acquisition | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 4,610 | |||
Reacquired franchise rights | Long Island Acquisition | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 7,640 | |||
Customer relationships | Colorado Acquisition | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 140 | |||
Customer relationships | Long Island Acquisition | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 1,150 | |||
Favorable leases, net | Colorado Acquisition | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 80 | |||
Favorable leases, net | Long Island Acquisition | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 520 | |||
Reacquired area development rights | Long Island Acquisition | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 150 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Goodwill And Intangible Assets [Line Items] | |||
Gross carrying amount | $ 215,857 | $ 201,567 | |
Accumulated amortization | (124,261) | (112,210) | |
Net carrying Amount | 91,596 | 89,357 | |
Total intangible assets, Gross carrying amount | 362,157 | 347,867 | |
Total intangible assets, Net carrying Amount | 237,896 | 235,657 | $ 235,657 |
Goodwill, gross carrying amount | 199,513 | 176,981 | |
Goodwill | 199,513 | 176,981 | $ 176,981 |
Trade and brand names | |||
Goodwill And Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | $ 146,300 | $ 146,300 | |
Customer relationships | |||
Goodwill And Intangible Assets [Line Items] | |||
Weighted average amortization period (years) | 11 years | 11 years 1 month 6 days | |
Gross carrying amount | $ 173,063 | $ 171,782 | |
Accumulated amortization | (96,201) | (86,501) | |
Net carrying Amount | $ 76,862 | $ 85,281 | |
Noncompete agreements | |||
Goodwill And Intangible Assets [Line Items] | |||
Weighted average amortization period (years) | 5 years | 5 years | |
Gross carrying amount | $ 14,500 | $ 14,500 | |
Accumulated amortization | (14,500) | (14,500) | |
Net carrying Amount | $ 0 | $ 0 | |
Favorable leases | |||
Goodwill And Intangible Assets [Line Items] | |||
Weighted average amortization period (years) | 7 years 7 months 6 days | 7 years 6 months | |
Gross carrying amount | $ 3,545 | $ 2,935 | |
Accumulated amortization | (2,248) | (1,972) | |
Net carrying Amount | $ 1,297 | $ 963 | |
Order backlog | |||
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) | |
Net carrying Amount | $ 0 | $ 0 | |
Reacquired franchise rights | |||
Goodwill And Intangible Assets [Line Items] | |||
Weighted average amortization period (years) | 7 years 1 month | 5 years 9 months 18 days | |
Gross carrying amount | $ 21,199 | $ 8,950 | |
Accumulated amortization | (7,890) | (5,837) | |
Net carrying Amount | $ 13,309 | $ 3,113 | |
Reacquired ADA rights | |||
Goodwill And Intangible Assets [Line Items] | |||
Weighted average amortization period (years) | 5 years | ||
Gross carrying amount | $ 150 | ||
Accumulated amortization | (22) | ||
Net carrying Amount | $ 128 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2018USD ($)Store | Sep. 30, 2017USD ($)Store | Sep. 30, 2018USD ($)Store | Sep. 30, 2017USD ($)Store | Dec. 31, 2017USD ($)Store | Aug. 10, 2018Store | Jun. 30, 2018Store | Jan. 01, 2018Store | Jun. 30, 2017Store | Dec. 31, 2016Store | |
Goodwill And Intangible Assets [Line Items] | ||||||||||
Impairment charges | $ | $ 0 | $ 0 | ||||||||
Number of owned and franchised locations | Store | 1,646 | 1,432 | 1,646 | 1,432 | 1,518 | 1,608 | 1,403 | 1,313 | ||
Amortization of intangible assets | $ | $ 4,027,000 | $ 4,697,000 | $ 12,052,000 | $ 14,122,000 | ||||||
Favorable and Unfavorable Leases | ||||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||||
Amortization of intangible assets | $ | $ 93,000 | $ 75,000 | $ 276,000 | $ 255,000 | ||||||
Long Island Acquisition | ||||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||||
Number of owned and franchised locations | Store | 6 | |||||||||
Colorado Acquisition | ||||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||||
Number of owned and franchised locations | Store | 4 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Amortization expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2018 | $ 4,026 | |
2,019 | 16,111 | |
2,020 | 14,260 | |
2,021 | 14,234 | |
2,022 | 14,426 | |
Thereafter | 28,539 | |
Net carrying Amount | $ 91,596 | $ 89,357 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Total debt, excluding deferred financing costs | $ 1,200,000 | $ 709,470 | |
Deferred financing costs, net of accumulated amortization | (26,288) | (5,709) | |
Total debt | 1,173,712 | 703,761 | |
Current portion of long-term debt and line of credit | 12,000 | $ 7,185 | 7,185 |
Long-term debt, net of current maturities | 1,161,712 | $ 696,576 | 696,576 |
Class A-2-I notes | Senior fixed-rate term notes | |||
Debt Instrument [Line Items] | |||
Total debt, excluding deferred financing costs | 575,000 | 0 | |
Class A-2-II notes | Senior fixed-rate term notes | |||
Debt Instrument [Line Items] | |||
Total debt, excluding deferred financing costs | 625,000 | 0 | |
Term loan B, repaid August 2018 | Term Loan B | |||
Debt Instrument [Line Items] | |||
Total debt, excluding deferred financing costs | $ 0 | $ 709,470 |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Annual Payments of Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Remainder of 2018 | $ 3,000 | |
2,019 | 12,000 | |
2,020 | 12,000 | |
2,021 | 12,000 | |
2,022 | 562,563 | |
Thereafter | 598,437 | |
Total | $ 1,200,000 | $ 709,470 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Aug. 01, 2018USD ($)extension | Sep. 30, 2023 | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||
Debt issuance costs incurred | $ 27,191,000 | ||||
Restricted cash | $ 35,915,000 | $ 0 | |||
Loss on extinguishment of debt | $ 4,570,000 | $ 79,000 | |||
Interest rate caps | Cash Flow Hedging | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, notional amount | 219,837,000 | ||||
Variable funding notes | Revolving Financing Facility | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 75,000,000 | ||||
Commitment fee percentage | 0.50% | ||||
Number of additional extensions | extension | 2 | ||||
Term of extension | 1 year | ||||
Variable funding notes | Revolving Financing Facility | Scenario, Forecast | |||||
Debt Instrument [Line Items] | |||||
Line of credit interest rate | 5.00% | ||||
Class A-2-I notes | Senior fixed-rate term notes | |||||
Debt Instrument [Line Items] | |||||
Fixed interest rate | 4.262% | ||||
Debt face amount | $ 575,000,000 | ||||
Class A-2-II notes | Senior fixed-rate term notes | |||||
Debt Instrument [Line Items] | |||||
Fixed interest rate | 4.666% | ||||
Debt face amount | $ 625,000,000 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Aug. 01, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Unrealized gain on interest rate caps, net of tax | $ 606 | $ 374 | $ 989 | $ 730 | ||
Interest rate caps | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Interest rate caps | $ 0 | $ 0 | $ 340 | |||
Unrealized gain on interest rate caps, net of tax | 356 | 730 | ||||
Unrealized gain on interest rate caps, tax | $ 145 | $ 344 | ||||
LIBOR | Interest rate caps | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative, basis spread over variable rate (greater than) | 2.50% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||||
Due from related parties, current portion | $ 0 | $ 0 | $ 3,020 | $ 3,020 | ||
Liability payable under tax benefit obligations | 52,521 | 52,521 | 44,794 | |||
Planet Fitness NAF, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Administrative fees charged | 676 | $ 643 | 1,872 | $ 1,645 | ||
Area Development Agreements | ||||||
Related Party Transaction [Line Items] | ||||||
Deferred area development revenue from related parties | $ 817 | $ 817 | $ 389 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Total revenue from related parties | $ 2,369 | $ 348 | $ 4,235 | $ 1,751 |
Franchise revenue | ||||
Related Party Transaction [Line Items] | ||||
Total revenue from related parties | 897 | 344 | 2,453 | 1,174 |
Equipment revenue | ||||
Related Party Transaction [Line Items] | ||||
Total revenue from related parties | $ 1,472 | $ 4 | $ 1,782 | $ 577 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Aug. 03, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 500,000,000 | ||
Shares repurchased | $ 42,090,000 | ||
Pla-Fit Holdings, LLC | |||
Class of Stock [Line Items] | |||
Number of shares exchanged | 1,640,020 | ||
Holdings Units | |||
Class of Stock [Line Items] | |||
Number of shares exchanged | 1,640,020 | ||
Investor | Secondary Offering and Exchange | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding | 88,084,736 | ||
Investor | Pla-Fit Holdings, LLC | Secondary Offering and Exchange | |||
Class of Stock [Line Items] | |||
Percentage of economic interest | 90.20% | ||
Continuing LLC Owners | Secondary Offering and Exchange | |||
Class of Stock [Line Items] | |||
Number of units held by owners (in shares) | 9,543,730 | ||
Continuing LLC Owners | Pla-Fit Holdings, LLC | Secondary Offering and Exchange | |||
Class of Stock [Line Items] | |||
Percentage of economic interest | 9.80% | ||
Holdings Units | |||
Class of Stock [Line Items] | |||
Shares exchanged for Class A common stock | 1 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Number of shares exchanged | 1,640,020 | ||
Share repurchased (in shares) | 824,312 | ||
Shares repurchased | $ 42,090,000 | ||
Common stock, shares outstanding | 88,085,000 | 87,188,000 | |
Class A Common Stock | Investor | Secondary Offering and Exchange | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding | 88,084,736 | ||
Class A Common Stock | Investor | Pla-Fit Holdings, LLC | Secondary Offering and Exchange | |||
Class of Stock [Line Items] | |||
Percentage of voting interests acquired | 90.20% | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Shares exchanged for Class A common stock | 1 | ||
Number of shares exchanged | 1,640,020 | ||
Common stock, shares outstanding | 9,544,000 | 11,193,000 | |
Class B Common Stock | Continuing LLC Owners | Secondary Offering and Exchange | |||
Class of Stock [Line Items] | |||
Number of units held by owners (in shares) | 9,543,730 | ||
Class B Common Stock | Continuing LLC Owners | Pla-Fit Holdings, LLC | Secondary Offering and Exchange | |||
Class of Stock [Line Items] | |||
Percentage of voting interests acquired | 9.80% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Stock Options | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities excluded from the calculation of earnings per share | 36,342 | 466,278 | 114,628 | 423,870 |
Restricted Stock Units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities excluded from the calculation of earnings per share | 0 | 2,924 | 11,245 | 985 |
Holdings Units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Shares exchanged for Class A common stock | 1 | |||
Class B Common Stock | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Shares exchanged for Class A common stock | 1 | |||
Class B Common Stock | Equity Unit Purchase Agreements | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities excluded from the calculation of earnings per share | 10,004,682 | 12,693,076 | 10,550,857 | 22,010,095 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Numerators and Denominators Used to Compute Basic and Diluted Earnings per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator | ||||
Net income | $ 20,472 | $ 18,902 | $ 74,384 | $ 54,772 |
Less: net income attributable to non-controlling interests | 3,001 | 3,557 | 11,158 | 18,173 |
Net income attributable to Planet Fitness, Inc. | $ 17,471 | $ 15,345 | $ 63,226 | $ 36,599 |
Stock Options | ||||
Effect of dilutive securities: | ||||
Weighted-average shares outstanding adjustment (in shares) | 382,499 | 66,610 | 319,610 | 38,524 |
Restricted Stock Units | ||||
Effect of dilutive securities: | ||||
Weighted-average shares outstanding adjustment (in shares) | 27,904 | 5,196 | 17,141 | 5,018 |
Class A Common Stock | ||||
Denominator | ||||
Weighted-average shares of Class A common stock outstanding - basic (in shares) | 88,047,401 | 85,662,650 | 87,727,300 | 76,391,277 |
Effect of dilutive securities: | ||||
Weighted-average shares of Class A common stock outstanding - diluted (in shares) | 88,457,804 | 85,734,456 | 88,064,051 | 76,434,819 |
Earnings per share of Class A common stock - basic (in dollars per share) | $ 0.20 | $ 0.18 | $ 0.72 | $ 0.48 |
Earnings per share of Class A common stock - diluted (in dollars per share) | $ 0.20 | $ 0.18 | $ 0.72 | $ 0.48 |
Income Taxes - Additional infor
Income Taxes - Additional information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017 | Sep. 30, 2018USD ($)Agreementshares | Sep. 30, 2017 | Dec. 31, 2017USD ($) | |
Tax Credit Carryforward [Line Items] | |||||
Effective income tax rate | 26.00% | 25.70% | 23.90% | 30.40% | |
Net deferred tax assets | $ 414,977 | $ 414,977 | $ 406,153 | ||
Total liability related to uncertain tax positions | 300 | 300 | 2,608 | ||
Income tax examination, estimate of possible loss | 2,625 | ||||
Uncertain tax position reserve | 2,967 | 2,967 | |||
Uncertain tax position indemnification assets | (2,967) | $ (2,967) | |||
Release of uncertain tax position reserve | $ 342 | ||||
Number of tax receivable agreements | Agreement | 2 | ||||
Applicable tax savings | 85.00% | 85.00% | |||
Percentage of remaining tax savings | 15.00% | ||||
Tax benefit obligation | $ 431,155 | $ 431,155 | $ 431,360 | ||
TRA Holders | |||||
Tax Credit Carryforward [Line Items] | |||||
Decrease in deferred tax assets | 921 | ||||
Deferred tax asset | 25,559 | 25,559 | |||
Deferred tax liability | 21,852 | $ 21,852 | |||
Class A Common Stock | |||||
Tax Credit Carryforward [Line Items] | |||||
Number of shares exchanged | shares | 1,640,020 | ||||
Class A Common Stock | TRA Holders | |||||
Tax Credit Carryforward [Line Items] | |||||
Number of shares exchanged | shares | 1,640,020 | ||||
Other Expense | |||||
Tax Credit Carryforward [Line Items] | |||||
Release of indemnification asset | $ 342 |
Income Taxes - Schedule of Futu
Income Taxes - Schedule of Future Payments Under Tax Benefit Arrangements (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Remainder of 2018 | $ 8,764 | |
2,019 | 24,447 | |
2,020 | 24,899 | |
2,021 | 25,323 | |
2,022 | 25,812 | |
Thereafter | 321,910 | |
Total | $ 431,155 | $ 431,360 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Segment | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | Segment | 3 | ||||
Number of operating segments | Segment | 0 | ||||
Revenue | $ 136,656,000 | $ 97,496,000 | $ 398,538,000 | $ 295,914,000 | |
Franchise revenue | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 54,822,000 | 35,562,000 | 167,584,000 | 110,153,000 | |
Franchise revenue | Placement Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 2,518,000 | 2,433,000 | 7,694,000 | 7,410,000 | |
Corporate-owned Stores | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 35,406,000 | $ 28,560,000 | 102,365,000 | $ 83,886,000 | |
Corporate-owned Stores | Canada | |||||
Segment Reporting Information [Line Items] | |||||
Long-lived assets | $ 2,102,000 | 2,102,000 | $ 2,558,000 | ||
Intersegment Eliminations | |||||
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 136,656 | $ 97,496 | $ 398,538 | $ 295,914 |
Total Segment EBITDA | 52,409 | 42,499 | 156,911 | 129,398 |
Corporate And Other Non Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment EBITDA | (9,599) | (7,155) | (27,576) | (24,212) |
Franchise revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 54,822 | 35,562 | 167,584 | 110,153 |
Franchise revenue | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment EBITDA | 37,075 | 29,925 | 113,793 | 94,444 |
Franchise revenue | US | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 53,528 | 35,025 | 164,225 | 108,470 |
Franchise revenue | International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,294 | 537 | 3,359 | 1,683 |
Corporate-owned Stores | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 35,406 | 28,560 | 102,365 | 83,886 |
Corporate-owned Stores | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment EBITDA | 15,279 | 12,046 | 42,115 | 35,579 |
Corporate-owned Stores | US | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 34,323 | 27,414 | 99,020 | 80,597 |
Corporate-owned Stores | International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,083 | 1,146 | 3,345 | 3,289 |
Equipment revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 46,428 | 33,374 | 128,589 | 101,875 |
Equipment revenue | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Segment EBITDA | 9,654 | 7,683 | 28,579 | 23,587 |
Equipment revenue | US | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 46,428 | $ 33,374 | $ 128,589 | $ 101,875 |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting [Abstract] | ||||
Total Segment EBITDA | $ 52,409 | $ 42,499 | $ 156,911 | $ 129,398 |
Depreciation and amortization | 8,863 | 8,137 | 25,947 | 23,982 |
Other expense | (27) | 408 | (338) | 157 |
Income from operations | 43,573 | 33,954 | 131,302 | 105,259 |
Interest income | 2,025 | 18 | 2,480 | 24 |
Interest expense | (17,909) | (8,938) | (35,725) | (26,735) |
Income before income taxes | $ 27,662 | $ 25,442 | $ 97,719 | $ 78,705 |
Segments - Summary of Company's
Segments - Summary of Company's Assets by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Revenue | $ 136,656 | $ 97,496 | $ 398,538 | $ 295,914 | ||
Total consolidated assets | 1,621,439 | 1,621,439 | $ 1,095,750 | $ 1,092,465 | ||
Franchise revenue | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Revenue | 54,822 | 35,562 | 167,584 | 110,153 | ||
Corporate-owned Stores | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Revenue | 35,406 | 28,560 | 102,365 | 83,886 | ||
Equipment revenue | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Revenue | 46,428 | $ 33,374 | 128,589 | $ 101,875 | ||
Operating Segments | Franchise revenue | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total consolidated assets | 186,416 | 186,416 | 243,348 | |||
Operating Segments | Corporate-owned Stores | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total consolidated assets | 228,607 | 228,607 | 167,367 | |||
Operating Segments | Equipment revenue | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total consolidated assets | 204,592 | 204,592 | 206,632 | |||
Unallocated | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total consolidated assets | $ 1,001,824 | $ 1,001,824 | $ 475,118 |
Segments - Summary of Company_2
Segments - Summary of Company's Goodwill by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||||
Revenue | $ 136,656 | $ 97,496 | $ 398,538 | $ 295,914 | ||
Goodwill, net carrying amount | 199,513 | 199,513 | $ 176,981 | $ 176,981 | ||
Franchise revenue | ||||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||||
Revenue | 54,822 | 35,562 | 167,584 | 110,153 | ||
Goodwill, net carrying amount | 16,938 | 16,938 | 16,938 | |||
Corporate-owned Stores | ||||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||||
Revenue | 35,406 | 28,560 | 102,365 | 83,886 | ||
Goodwill, net carrying amount | 89,909 | 89,909 | 67,377 | |||
Equipment revenue | ||||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||||
Revenue | 46,428 | $ 33,374 | 128,589 | $ 101,875 | ||
Goodwill, net carrying amount | $ 92,666 | $ 92,666 | $ 92,666 |
Corporate-Owned and Franchise_3
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Number Of Stores [Roll Forward] | ||||
Stores operated at beginning of period | 1,608 | 1,403 | 1,518 | 1,313 |
New stores opened | 41 | 31 | 132 | 122 |
Stores acquired, debranded, sold or consolidated | (3) | (2) | (4) | (3) |
Stores operated at end of period | 1,646 | 1,432 | 1,646 | 1,432 |
Franchisee-Owned Stores | ||||
Number Of Stores [Roll Forward] | ||||
Stores operated at beginning of period | 1,540 | 1,345 | 1,456 | 1,255 |
New stores opened | 40 | 31 | 131 | 122 |
Stores acquired, debranded, sold or consolidated | (7) | (2) | (14) | (3) |
Stores operated at end of period | 1,573 | 1,374 | 1,573 | 1,374 |
Corporate-Owned Stores | ||||
Number Of Stores [Roll Forward] | ||||
Stores operated at beginning of period | 68 | 58 | 62 | 58 |
New stores opened | 1 | 0 | 1 | 0 |
Stores acquired from franchisees | 4 | 0 | 10 | 0 |
Stores operated at end of period | 73 | 58 | 73 | 58 |
Revenue recognition - Narrative
Revenue recognition - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total stockholders' deficit | $ 110,148 | $ 146,129 | $ 136,937 |
Membership life, estimated duration | 2 years | ||
Membership period | 12 months | ||
Deferred revenue | $ 47,875 | 40,000 | |
Deferred income taxes | 416,707 | $ 411,067 | 407,782 |
Total adjustments | Accounting Standards Update 2014-09 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total stockholders' deficit | (13,004) | 9,192 | |
Deferred revenue | 12,477 | ||
Deferred income taxes | $ (3,285) | $ 3,285 |
Revenue recognition - Schedule
Revenue recognition - Schedule of Contract Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Contract liabilities | |
Beginning Balance | $ 40,000 |
Revenue recognized that was included in the contract liability at the beginning of the year | (18,866) |
Increase, excluding amounts recognized as revenue during the period | 26,741 |
Ending Balance | $ 47,875 |
Revenue recognition - Remaining
Revenue recognition - Remaining Performance Obligation (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 47,875 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 11,369 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 11,351 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 2,515 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 2,275 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 2,127 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 18,238 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction |
Revenue recognition - Balance S
Revenue recognition - Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Current assets: | |||
Cash and cash equivalents | $ 572,731 | $ 113,080 | $ 113,080 |
Restricted cash | 35,915 | 0 | |
Accounts receivable, net | 26,145 | 37,272 | 37,272 |
Due from related parties | 0 | 3,020 | 3,020 |
Inventory | 6,142 | 2,692 | 2,692 |
Restricted assets – national advertising fund | 3,418 | 499 | 499 |
Prepaid expenses | 3,813 | 3,929 | 3,929 |
Other receivables | 10,993 | 9,562 | 9,562 |
Other current assets | 6,318 | 6,947 | 6,947 |
Total current assets | 665,475 | 177,001 | 177,001 |
Property and equipment, net | 97,240 | 83,327 | 83,327 |
Intangible assets, net | 237,896 | 235,657 | 235,657 |
Goodwill | 199,513 | 176,981 | 176,981 |
Deferred income taxes | 416,707 | 411,067 | 407,782 |
Other assets, net | 4,608 | 11,717 | 11,717 |
Total assets | 1,621,439 | 1,095,750 | 1,092,465 |
Current liabilities: | |||
Current maturities of long-term debt | 12,000 | 7,185 | 7,185 |
Accounts payable | 23,400 | 28,648 | 28,648 |
Accrued expenses | 26,764 | 18,590 | 18,590 |
Equipment deposits | 11,449 | 6,498 | 6,498 |
Restricted liabilities – national advertising fund | 3,418 | 490 | 490 |
Deferred revenue, current | 21,959 | 18,319 | 19,083 |
Payable pursuant to tax benefit arrangements, current | 25,578 | 31,062 | 31,062 |
Other current liabilities | 456 | 474 | 474 |
Total current liabilities | 125,024 | 111,266 | 112,030 |
Long-term debt, net of current maturities | 1,161,712 | 696,576 | 696,576 |
Deferred rent, net of current portion | 10,297 | 6,127 | 6,127 |
Deferred revenue, net of current portion | 25,916 | 21,681 | 8,440 |
Deferred tax liabilities | 1,730 | 1,629 | 1,629 |
Payable pursuant to tax benefit arrangements, net of current portion | 405,577 | 400,298 | 400,298 |
Other liabilities | 1,331 | 4,302 | 4,302 |
Total noncurrent liabilities | 1,606,563 | 1,130,613 | 1,117,372 |
Stockholders' equity (deficit): | |||
Accumulated other comprehensive loss | 256 | (648) | (648) |
Additional paid in capital | 17,237 | 12,118 | 12,118 |
Accumulated deficit | (118,964) | (140,158) | (130,966) |
Total stockholders' deficit attributable to Planet Fitness Inc. | (101,461) | (128,678) | (119,486) |
Non-controlling interests | (8,687) | (17,451) | (17,451) |
Total stockholders' deficit | (110,148) | (146,129) | (136,937) |
Total liabilities and stockholders' deficit | 1,621,439 | 1,095,750 | 1,092,465 |
Class A Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock, value | 9 | 9 | 9 |
Class B Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock, value | 1 | $ 1 | 1 |
Calculated under Revenue Guidance in Effect before Topic 606 | |||
Current assets: | |||
Cash and cash equivalents | 572,731 | 113,080 | |
Restricted cash | 35,915 | ||
Accounts receivable, net | 26,145 | 37,272 | |
Due from related parties | 3,020 | ||
Inventory | 6,142 | 2,692 | |
Restricted assets – national advertising fund | 3,418 | 499 | |
Prepaid expenses | 3,813 | 3,929 | |
Other receivables | 10,993 | 9,562 | |
Other current assets | 6,318 | 6,947 | |
Total current assets | 665,475 | 177,001 | |
Property and equipment, net | 97,240 | 83,327 | |
Intangible assets, net | 237,896 | 235,657 | |
Goodwill | 199,513 | 176,981 | |
Deferred income taxes | 413,422 | 407,782 | |
Other assets, net | 4,608 | 11,717 | |
Total assets | 1,618,154 | 1,092,465 | |
Current liabilities: | |||
Current maturities of long-term debt | 12,000 | 7,185 | |
Accounts payable | 23,400 | 28,648 | |
Accrued expenses | 28,042 | 18,590 | |
Equipment deposits | 11,449 | 6,498 | |
Restricted liabilities – national advertising fund | 3,418 | 490 | |
Deferred revenue, current | 21,983 | 19,083 | |
Payable pursuant to tax benefit arrangements, current | 25,578 | 31,062 | |
Other current liabilities | 456 | 474 | |
Total current liabilities | 126,326 | 112,030 | |
Long-term debt, net of current maturities | 1,161,712 | 696,576 | |
Deferred rent, net of current portion | 10,297 | 6,127 | |
Deferred revenue, net of current portion | 8,325 | 8,440 | |
Deferred tax liabilities | 1,730 | 1,629 | |
Payable pursuant to tax benefit arrangements, net of current portion | 405,577 | 400,298 | |
Other liabilities | 1,331 | 4,302 | |
Total noncurrent liabilities | 1,588,972 | 1,117,372 | |
Stockholders' equity (deficit): | |||
Accumulated other comprehensive loss | 256 | (648) | |
Additional paid in capital | 17,237 | 12,118 | |
Accumulated deficit | (106,493) | (130,966) | |
Total stockholders' deficit attributable to Planet Fitness Inc. | (88,990) | (119,486) | |
Non-controlling interests | (8,154) | (17,451) | |
Total stockholders' deficit | (97,144) | (136,937) | |
Total liabilities and stockholders' deficit | 1,618,154 | 1,092,465 | |
Calculated under Revenue Guidance in Effect before Topic 606 | Class A Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock, value | 9 | 9 | |
Calculated under Revenue Guidance in Effect before Topic 606 | Class B Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock, value | 1 | 1 | |
Total adjustments | Accounting Standards Update 2014-09 | |||
Current assets: | |||
Cash and cash equivalents | 0 | 0 | |
Restricted cash | 0 | ||
Accounts receivable, net | 0 | 0 | |
Due from related parties | 0 | ||
Inventory | 0 | 0 | |
Restricted assets – national advertising fund | 0 | 0 | |
Prepaid expenses | 0 | 0 | |
Other receivables | 0 | 0 | |
Other current assets | 0 | 0 | |
Total current assets | 0 | 0 | |
Property and equipment, net | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Deferred income taxes | (3,285) | 3,285 | |
Other assets, net | 0 | 0 | |
Total assets | (3,285) | 3,285 | |
Current liabilities: | |||
Current maturities of long-term debt | 0 | 0 | |
Accounts payable | 0 | 0 | |
Accrued expenses | 1,278 | 0 | |
Equipment deposits | 0 | 0 | |
Restricted liabilities – national advertising fund | 0 | 0 | |
Deferred revenue, current | 24 | (764) | |
Payable pursuant to tax benefit arrangements, current | 0 | 0 | |
Other current liabilities | 0 | 0 | |
Total current liabilities | 1,302 | (764) | |
Long-term debt, net of current maturities | 0 | 0 | |
Deferred rent, net of current portion | 0 | 0 | |
Deferred revenue, net of current portion | (17,591) | 13,241 | |
Deferred tax liabilities | 0 | 0 | |
Payable pursuant to tax benefit arrangements, net of current portion | 0 | 0 | |
Other liabilities | 0 | 0 | |
Total noncurrent liabilities | (17,591) | 13,241 | |
Stockholders' equity (deficit): | |||
Accumulated other comprehensive loss | 0 | 0 | |
Additional paid in capital | 0 | 0 | |
Accumulated deficit | 12,471 | (9,192) | |
Total stockholders' deficit attributable to Planet Fitness Inc. | 12,471 | (9,192) | |
Non-controlling interests | 533 | 0 | |
Total stockholders' deficit | 13,004 | (9,192) | |
Total liabilities and stockholders' deficit | (3,285) | 3,285 | |
Total adjustments | Accounting Standards Update 2014-09 | Class A Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock, value | 0 | 0 | |
Total adjustments | Accounting Standards Update 2014-09 | Class B Common Stock | |||
Stockholders' equity (deficit): | |||
Common stock, value | $ 0 | $ 0 |
Revenue recognition - Income St
Revenue recognition - Income Statement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue: | ||||
Revenue | $ 136,656 | $ 97,496 | $ 398,538 | $ 295,914 |
Operating costs and expenses: | ||||
Cost of revenue | 36,871 | 25,819 | 100,114 | 78,395 |
Store operations | 18,751 | 15,551 | 55,154 | 45,339 |
Selling, general and administrative | 17,233 | 14,071 | 52,066 | 42,659 |
National advertising fund expense | 11,377 | 0 | 32,997 | 0 |
Depreciation and amortization | 8,863 | 8,137 | 25,947 | 23,982 |
Other loss (gain) | (12) | (36) | 958 | 280 |
Total operating costs and expenses | 93,083 | 63,542 | 267,236 | 190,655 |
Income from operations | 43,573 | 33,954 | 131,302 | 105,259 |
Other expense, net: | ||||
Interest income | 2,025 | 18 | 2,480 | 24 |
Interest expense | (17,909) | (8,938) | (35,725) | (26,735) |
Other income (expense) | (27) | 408 | (338) | 157 |
Total other expense, net | (15,911) | (8,512) | (33,583) | (26,554) |
Income before income taxes | 27,662 | 25,442 | 97,719 | 78,705 |
Provision for income taxes | 7,190 | 6,540 | 23,335 | 23,933 |
Net income | 20,472 | 18,902 | 74,384 | 54,772 |
Less net income attributable to non-controlling interests | 3,001 | 3,557 | 11,158 | 18,173 |
Net income attributable to Planet Fitness, Inc. | $ 17,471 | $ 15,345 | $ 63,226 | $ 36,599 |
Class A Common Stock | ||||
Net income per share of Class A common stock: | ||||
Basic (in dollars per share) | $ 0.20 | $ 0.18 | $ 0.72 | $ 0.48 |
Diluted (in dollars per share) | $ 0.20 | $ 0.18 | $ 0.72 | $ 0.48 |
Total adjustments | Accounting Standards Update 2014-09 | ||||
Revenue: | ||||
Revenue | $ (8,891) | $ (27,984) | ||
Operating costs and expenses: | ||||
Cost of revenue | 0 | 0 | ||
Store operations | 0 | 0 | ||
Selling, general and administrative | 0 | 0 | ||
National advertising fund expense | (11,377) | (32,997) | ||
Depreciation and amortization | 0 | 0 | ||
Other loss (gain) | 0 | 0 | ||
Total operating costs and expenses | (11,377) | (32,997) | ||
Income from operations | 2,486 | 5,013 | ||
Other expense, net: | ||||
Interest income | 0 | 0 | ||
Interest expense | 0 | 0 | ||
Other income (expense) | 0 | 0 | ||
Total other expense, net | 0 | 0 | ||
Income before income taxes | 2,486 | 5,013 | ||
Provision for income taxes | 654 | 1,278 | ||
Net income | 1,832 | 3,735 | ||
Less net income attributable to non-controlling interests | 254 | 533 | ||
Net income attributable to Planet Fitness, Inc. | 1,578 | 3,202 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | ||||
Revenue: | ||||
Revenue | 127,765 | 370,554 | ||
Operating costs and expenses: | ||||
Cost of revenue | 36,871 | 100,114 | ||
Store operations | 18,751 | 55,154 | ||
Selling, general and administrative | 17,233 | 52,066 | ||
National advertising fund expense | 0 | 0 | ||
Depreciation and amortization | 8,863 | 25,947 | ||
Other loss (gain) | (12) | 958 | ||
Total operating costs and expenses | 81,706 | 234,239 | ||
Income from operations | 46,059 | 136,315 | ||
Other expense, net: | ||||
Interest income | 2,025 | 2,480 | ||
Interest expense | (17,909) | (35,725) | ||
Other income (expense) | (27) | (338) | ||
Total other expense, net | (15,911) | (33,583) | ||
Income before income taxes | 30,148 | 102,732 | ||
Provision for income taxes | 7,844 | 24,613 | ||
Net income | 22,304 | 78,119 | ||
Less net income attributable to non-controlling interests | 3,255 | 11,691 | ||
Net income attributable to Planet Fitness, Inc. | $ 19,049 | $ 66,428 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | Class A Common Stock | ||||
Net income per share of Class A common stock: | ||||
Basic (in dollars per share) | $ 0.22 | $ 0.76 | ||
Diluted (in dollars per share) | $ 0.22 | $ 0.75 | ||
Franchise | ||||
Revenue: | ||||
Revenue | $ 41,997 | $ 31,413 | $ 129,575 | $ 94,485 |
Franchise | Total adjustments | Accounting Standards Update 2014-09 | ||||
Revenue: | ||||
Revenue | 2,486 | 5,013 | ||
Franchise | Calculated under Revenue Guidance in Effect before Topic 606 | ||||
Revenue: | ||||
Revenue | 44,483 | 134,588 | ||
Commission income | ||||
Revenue: | ||||
Revenue | 1,448 | 4,149 | 5,012 | 15,668 |
Commission income | Total adjustments | Accounting Standards Update 2014-09 | ||||
Revenue: | ||||
Revenue | 0 | 0 | ||
Commission income | Calculated under Revenue Guidance in Effect before Topic 606 | ||||
Revenue: | ||||
Revenue | 1,448 | 5,012 | ||
National advertising fund revenue | ||||
Revenue: | ||||
Revenue | 11,377 | 0 | 32,997 | 0 |
National advertising fund revenue | Total adjustments | Accounting Standards Update 2014-09 | ||||
Revenue: | ||||
Revenue | (11,377) | (32,997) | ||
National advertising fund revenue | Calculated under Revenue Guidance in Effect before Topic 606 | ||||
Revenue: | ||||
Revenue | 0 | 0 | ||
Corporate-owned stores | ||||
Revenue: | ||||
Revenue | 35,406 | 28,560 | 102,365 | 83,886 |
Corporate-owned stores | Total adjustments | Accounting Standards Update 2014-09 | ||||
Revenue: | ||||
Revenue | 0 | 0 | ||
Corporate-owned stores | Calculated under Revenue Guidance in Effect before Topic 606 | ||||
Revenue: | ||||
Revenue | 35,406 | 102,365 | ||
Equipment | ||||
Revenue: | ||||
Revenue | 46,428 | $ 33,374 | 128,589 | $ 101,875 |
Equipment | Total adjustments | Accounting Standards Update 2014-09 | ||||
Revenue: | ||||
Revenue | 0 | 0 | ||
Equipment | Calculated under Revenue Guidance in Effect before Topic 606 | ||||
Revenue: | ||||
Revenue | $ 46,428 | $ 128,589 |
Revenue recognition - Cash Flow
Revenue recognition - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||||
Net income | $ 20,472 | $ 18,902 | $ 74,384 | $ 54,772 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 8,863 | $ 8,137 | 25,947 | 23,982 |
Amortization of deferred financing costs | 2,041 | 1,439 | ||
Amortization of favorable leases and asset retirement obligations | 280 | 260 | ||
Amortization of interest rate caps | 1,170 | 1,552 | ||
Deferred tax expense | 19,654 | 21,344 | ||
Loss on extinguishment of debt | 4,570 | 79 | ||
Gain on re-measurement of tax benefit arrangement | (354) | (541) | ||
Provision for bad debts | 8 | 44 | ||
Loss on reacquired franchise rights | 360 | 0 | ||
Loss on disposal of property and equipment | 542 | (357) | ||
Equity-based compensation | 4,137 | 1,800 | ||
Changes in operating assets and liabilities, excluding effects of acquisitions: | ||||
Accounts receivable | 10,922 | 11,099 | ||
Due to and due from related parties | 3,174 | (580) | ||
Inventory | (3,450) | 1,253 | ||
Other assets and other current assets | 4,972 | (2,413) | ||
National advertising fund | 0 | |||
Accounts payable and accrued expenses | 2,426 | (16,985) | ||
Other liabilities and other current liabilities | (2,869) | (724) | ||
Income taxes | 1,028 | (1,462) | ||
Payable to related parties pursuant to tax benefit arrangements | (21,706) | (7,909) | ||
Equipment deposits | 4,950 | 5,951 | ||
Deferred revenue | 7,544 | (958) | ||
Deferred rent | 4,156 | 361 | ||
Net cash provided by operating activities | 143,886 | $ 93,028 | ||
Total adjustments | Accounting Standards Update 2014-09 | ||||
Cash flows from operating activities: | ||||
Net income | 1,832 | 3,735 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 0 | 0 | ||
Amortization of deferred financing costs | 0 | |||
Amortization of favorable leases and asset retirement obligations | 0 | |||
Amortization of interest rate caps | 0 | |||
Deferred tax expense | 0 | |||
Loss on extinguishment of debt | 0 | |||
Gain on re-measurement of tax benefit arrangement | 0 | |||
Provision for bad debts | 0 | |||
Loss on reacquired franchise rights | 0 | |||
Loss on disposal of property and equipment | 0 | |||
Equity-based compensation | 0 | |||
Changes in operating assets and liabilities, excluding effects of acquisitions: | ||||
Accounts receivable | 0 | |||
Due to and due from related parties | 0 | |||
Inventory | 0 | |||
Other assets and other current assets | 0 | |||
National advertising fund | 0 | |||
Accounts payable and accrued expenses | 0 | |||
Other liabilities and other current liabilities | 0 | |||
Income taxes | 1,278 | |||
Payable to related parties pursuant to tax benefit arrangements | 0 | |||
Equipment deposits | 0 | |||
Deferred revenue | (5,013) | |||
Deferred rent | 0 | |||
Net cash provided by operating activities | 0 | |||
Calculated under Revenue Guidance in Effect before Topic 606 | ||||
Cash flows from operating activities: | ||||
Net income | 22,304 | 78,119 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | $ 8,863 | 25,947 | ||
Amortization of deferred financing costs | 2,041 | |||
Amortization of favorable leases and asset retirement obligations | 280 | |||
Amortization of interest rate caps | 1,170 | |||
Deferred tax expense | 19,654 | |||
Loss on extinguishment of debt | 4,570 | |||
Gain on re-measurement of tax benefit arrangement | (354) | |||
Provision for bad debts | 8 | |||
Loss on reacquired franchise rights | 360 | |||
Loss on disposal of property and equipment | 542 | |||
Equity-based compensation | 4,137 | |||
Changes in operating assets and liabilities, excluding effects of acquisitions: | ||||
Accounts receivable | 10,922 | |||
Due to and due from related parties | 3,174 | |||
Inventory | (3,450) | |||
Other assets and other current assets | 4,972 | |||
National advertising fund | 0 | |||
Accounts payable and accrued expenses | 2,426 | |||
Other liabilities and other current liabilities | (2,869) | |||
Income taxes | 2,306 | |||
Payable to related parties pursuant to tax benefit arrangements | (21,706) | |||
Equipment deposits | 4,950 | |||
Deferred revenue | 2,531 | |||
Deferred rent | 4,156 | |||
Net cash provided by operating activities | $ 143,886 |