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 |