Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 26, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PLNT | |
Entity Registrant Name | PLANET FITNESS, INC. | |
Entity Central Index Key | 0001637207 | |
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 | 84,479,402 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,588,920 |
Condensed consolidated balance
Condensed consolidated balance sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 335,961 | $ 289,431 |
Restricted cash | 30,645 | 30,708 |
Accounts receivable, net of allowance for bad debts of $86 and $84 at March 31, 2019 and December 31, 2018, respectively | 18,919 | 38,960 |
Inventory | 3,445 | 5,122 |
Deferred expenses – national advertising fund | 6,530 | 0 |
Prepaid expenses | 7,254 | 4,947 |
Other receivables | 9,805 | 12,548 |
Other current assets | 4,877 | 6,824 |
Total current assets | 417,436 | 388,540 |
Property and equipment, net of accumulated depreciation of $59,029, as of March 31, 2019 and $53,086 as of December 31, 2018 | 114,676 | 114,367 |
Right-of-use assets, net | 115,745 | |
Intangible assets, net | 228,663 | 234,330 |
Goodwill | 199,513 | 199,513 |
Deferred income taxes | 431,947 | 414,841 |
Other assets, net | 1,612 | 1,825 |
Total assets | 1,509,592 | 1,353,416 |
Current liabilities: | ||
Current maturities of long-term debt | 12,000 | 12,000 |
Accounts payable | 23,060 | 30,428 |
Accrued expenses | 23,679 | 32,384 |
Equipment deposits | 12,502 | 7,908 |
Restricted liabilities – national advertising fund | 30 | 0 |
Deferred revenue, current | 25,920 | 23,488 |
Payable pursuant to tax benefit arrangements, current | 24,765 | 24,765 |
Other current liabilities | 12,519 | 430 |
Total current liabilities | 134,475 | 131,403 |
Long-term debt, net of current maturities | 1,158,483 | 1,160,127 |
Deferred rent, net of current portion | 0 | 10,083 |
Lease liabilities, net of current portion | 114,470 | |
Deferred revenue, net of current portion | 27,652 | 26,374 |
Deferred tax liabilities | 1,798 | 2,303 |
Payable pursuant to tax benefit arrangements, net of current portion | 424,725 | 404,468 |
Other liabilities | 2,031 | 1,447 |
Total noncurrent liabilities | 1,729,159 | 1,604,802 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity (deficit): | ||
Accumulated other comprehensive income | 148 | 94 |
Additional paid in capital | 22,576 | 19,732 |
Accumulated deficit | (368,714) | (394,410) |
Total stockholders' deficit attributable to Planet Fitness Inc. | (345,980) | (374,574) |
Non-controlling interests | (8,062) | (8,215) |
Total stockholders' deficit | (354,042) | (382,789) |
Total liabilities and stockholders' deficit | 1,509,592 | 1,353,416 |
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 | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, allowance for bad debts | $ 86 | $ 84 |
Accumulated depreciation | $ 59,029 | $ 53,086 |
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 | 84,463,000 | 83,584,000 |
Common stock, shares outstanding | 84,463,000 | 83,584,000 |
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 | 8,589,000 | 9,448,000 |
Common stock, shares outstanding | 8,589,000 | 9,448,000 |
Condensed consolidated statemen
Condensed consolidated statements of operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue: | ||
Revenue | $ 148,817 | $ 121,333 |
Operating costs and expenses: | ||
Cost of revenue | 34,486 | 26,500 |
Store operations | 20,905 | 18,356 |
Selling, general and administrative | 18,154 | 17,623 |
National advertising fund expense | 11,812 | 10,461 |
Depreciation and amortization | 9,907 | 8,465 |
Other loss | 368 | 1,010 |
Total operating costs and expenses | 95,632 | 82,415 |
Income from operations | 53,185 | 38,918 |
Other expense, net: | ||
Interest income | 1,798 | 37 |
Interest expense | (14,749) | (8,771) |
Other income (expense) | (3,318) | 192 |
Total other expense, net | (16,269) | (8,542) |
Income before income taxes | 36,916 | 30,376 |
Provision for income taxes | 5,277 | 6,883 |
Net income | 31,639 | 23,493 |
Less net income attributable to non-controlling interests | 4,230 | 3,613 |
Net income attributable to Planet Fitness, Inc. | $ 27,409 | $ 19,880 |
Class A Common Stock | ||
Net income per share of Class A common stock: | ||
Basic (in dollars per share) | $ 0.33 | $ 0.23 |
Diluted (in dollars per share) | $ 0.32 | $ 0.23 |
Weighted-average shares of Class A common stock outstanding: | ||
Basic (in shares) | 83,805,545 | 87,434,384 |
Diluted (in shares) | 84,425,275 | 87,697,685 |
Franchise | ||
Revenue: | ||
Revenue | $ 52,956 | $ 42,162 |
Commission income | ||
Revenue: | ||
Revenue | 994 | 1,989 |
National advertising fund revenue | ||
Revenue: | ||
Revenue | 11,812 | 10,461 |
Corporate-owned stores | ||
Revenue: | ||
Revenue | 38,044 | 32,708 |
Equipment | ||
Revenue: | ||
Revenue | $ 45,011 | $ 34,013 |
Condensed consolidated statem_2
Condensed consolidated statements of comprehensive income (loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net income including non-controlling interests | $ 31,639 | $ 23,493 |
Other comprehensive income (loss), net: | ||
Unrealized gain on interest rate caps, net of tax | 0 | 366 |
Foreign currency translation adjustments | 54 | (29) |
Total other comprehensive income, net | 54 | 337 |
Total comprehensive income including non-controlling interests | 31,693 | 23,830 |
Less: total comprehensive income attributable to non-controlling interests | 4,230 | 3,671 |
Total comprehensive income attributable to Planet Fitness, Inc. | $ 27,463 | $ 20,159 |
Condensed consolidated statem_3
Condensed consolidated statements of cash flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 31,639 | $ 23,493 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 9,907 | 8,465 |
Amortization of deferred financing costs | 1,356 | 484 |
Amortization of favorable leases | 0 | 92 |
Amortization of asset retirement obligations | 221 | 1 |
Amortization of interest rate caps | 0 | 195 |
Deferred tax expense | 2,165 | 4,909 |
Loss (gain) on re-measurement of tax benefit arrangement | 3,373 | (396) |
Provision for bad debts | 2 | (14) |
Loss on reacquired franchise rights | 0 | 350 |
Loss on disposal of property and equipment | 0 | 650 |
Equity-based compensation | 1,315 | 998 |
Changes in operating assets and liabilities, excluding effects of acquisitions: | ||
Accounts receivable | 20,032 | 18,637 |
Due to and due from related parties | (269) | 165 |
Inventory | 1,677 | (1,364) |
Other assets and other current assets | (2,648) | (1,341) |
National advertising fund | (6,500) | (4,586) |
Accounts payable and accrued expenses | (14,640) | (16,758) |
Other liabilities and other current liabilities | 214 | 83 |
Income taxes | 1,768 | 1,898 |
Equipment deposits | 4,594 | 7,784 |
Deferred revenue | 3,668 | 3,536 |
Leases and deferred rent | 60 | 853 |
Net cash provided by operating activities | 57,934 | 48,134 |
Cash flows from investing activities: | ||
Additions to property and equipment | (7,471) | (2,036) |
Acquisition of franchises | 0 | (28,503) |
Proceeds from sale of property and equipment | 21 | 40 |
Net cash used in investing activities | (7,450) | (30,499) |
Cash flows from financing activities: | ||
Principal payments on capital lease obligations | (12) | (11) |
Repayment of long-term debt | (3,000) | (1,796) |
Proceeds from issuance of Class A common stock | 607 | 242 |
Dividend equivalent payments | (20) | (20) |
Distributions to Continuing LLC Members | (1,842) | (1,734) |
Net cash used in financing activities | (4,267) | (3,319) |
Effects of exchange rate changes on cash and cash equivalents | 250 | (250) |
Net increase in cash, cash equivalents and restricted cash | 46,467 | 14,066 |
Cash, cash equivalents and restricted cash, beginning of period | 320,139 | 113,080 |
Cash, cash equivalents and restricted cash, end of period | 366,606 | 127,146 |
Supplemental cash flow information: | ||
Net cash paid for income taxes | 1,479 | 106 |
Cash paid for interest | 13,477 | 8,146 |
Non-cash investing activities: | ||
Non-cash additions to property and equipment | $ 4,151 | $ 453 |
Condensed consolidated statem_4
Condensed consolidated statement of changes in equity (deficit) (Unaudited) - USD ($) shares in Thousands, $ 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 | 11,193 | |||||||
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 | 23,493 | 19,880 | 3,613 | ||||||
Equity-based compensation expense | 998 | 998 | |||||||
Exchanges of Class B common stock, shares issued | 300 | (300) | |||||||
Exchanges of Class B common stock | 0 | (1) | (673) | 674 | |||||
Exercise of stock options, vesting of restricted share units and ESPP share purchase (in shares) | 17 | ||||||||
Exercise of stock options, vesting of restricted share units and ESPP share purchase | 242 | 242 | |||||||
Tax benefit arrangement liability and deferred taxes arising from exchanges of Class B common stock | 326 | 326 | |||||||
Forfeiture of dividend equivalents | 33 | 33 | |||||||
Distributions paid to members of Pla-Fit Holdings | (1,734) | (1,734) | |||||||
Cumulative effect adjustment | (9,192) | (9,192) | |||||||
Other comprehensive income | 337 | 279 | 58 | ||||||
Ending balance (in shares) at Mar. 31, 2018 | 87,505 | 10,893 | |||||||
Ending balance at Mar. 31, 2018 | (122,434) | (370) | 13,011 | (120,245) | (14,840) | $ 9 | $ 1 | ||
Beginning balance (in shares) at Dec. 31, 2018 | 83,584 | 83,584 | 9,448 | 9,448 | |||||
Beginning balance at Dec. 31, 2018 | (382,789) | 94 | 19,732 | (394,410) | (8,215) | $ 9 | $ 1 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 31,639 | 27,409 | 4,230 | ||||||
Equity-based compensation expense | 1,315 | 1,315 | |||||||
Exchanges of Class B common stock, shares issued | 859 | (859) | |||||||
Exchanges of Class B common stock | 0 | (1,172) | 1,172 | ||||||
Exercise of stock options, vesting of restricted share units and ESPP share purchase (in shares) | 20 | ||||||||
Exercise of stock options, vesting of restricted share units and ESPP share purchase | 505 | 505 | |||||||
Tax benefit arrangement liability and deferred taxes arising from exchanges of Class B common stock | 2,196 | 2,196 | |||||||
Non-cash adjustments to VIEs | (3,407) | (3,407) | |||||||
Distributions paid to members of Pla-Fit Holdings | (1,842) | (1,842) | |||||||
Cumulative effect adjustment | (1,713) | (1,713) | |||||||
Other comprehensive income | 54 | 54 | |||||||
Ending balance (in shares) at Mar. 31, 2019 | 84,463 | 84,463 | 8,589 | 8,589 | |||||
Ending balance at Mar. 31, 2019 | $ (354,042) | $ 148 | $ 22,576 | $ (368,714) | $ (8,062) | $ 9 | $ 1 |
Business Organization
Business Organization | 3 Months Ended |
Mar. 31, 2019 | |
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 13.6 million members and 1,806 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 March 31, 2019 . 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. 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 March 31, 2019 , Planet Fitness, Inc. held 100.0% of the voting interest and 90.8% 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 9.2% economic interest in Pla-Fit Holdings. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 are unaudited. The condensed consolidated balance sheet as of December 31, 2018 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, 2018 (the “Annual Report”) filed with the SEC on March 1, 2019 . 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, 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”), PF Melville LLC (“PF Melville”), and Planet Fitness NAF, LLC (the “NAF”) based on the determination that the Company is the primary beneficiary with respect to these VIEs. MMR and PF Melville 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. The NAF is an advertising fund on behalf of which the Company collects 2% of gross monthly membership fees from franchisees, in accordance with the provisions of the franchise agreements, and uses the amounts received to support our national marketing campaigns, our social media platforms and the development of local advertising materials. (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, the liability for the Company’s tax benefit arrangements, and the value of the lease liability and related right-of-use asset recorded in accordance with ASC 842 (see Note 2(d) and 16). (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 carrying value and estimated fair value of long-term debt as of March 31, 2019 and December 31, 2018 were as follows: March 31, 2019 December 31, 2018 Carrying value Estimated fair value (1) Carrying value Estimated fair value (1) Long-term debt $ 1,194,000 $ 1,223,290 $ 1,197,000 $ 1,188,985 (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. (d) Recent accounting pronouncements In February 2016, the FASB established Topic 842, Leases , by issuing ASU No. 2016-02, Leases , in February 2016. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements . 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. The new guidance requires lessees to recognize the assets and liabilities on the balance sheet for the rights and obligations created by leases with lease terms of more than 12 months, amends various other aspects of accounting for leases by lessees and lessors, and requires enhanced disclosures. Leases will be classified as finance or operating, with the classification affecting the pattern and classification of expense recognition within the income statement. The Company adopted the new standard on January 1, 2019 and used the effective date as our date of initial application. Consequently, financial information has not been updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019. The new guidance also provides several practical expedients and policies that companies may elect upon transition. The Company has elected the package of practical expedients under which it did not reassess the classification of its existing leases, reevaluate whether any expired or existing contracts are or contain leases or reassess initial direct costs under the new guidance. The Company did not elect the practical expedient pertaining to land easements, as it is not applicable to its leases. Additionally, the Company elected to use the practical expedient that permits a reassessment of lease terms for existing leases using hindsight. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption. This means, for those leases that qualify, the Company will not recognize right-of-use ("ROU") assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient to not separate lease and non-lease components. Upon transition to the new guidance on January 1, 2019, the Company recognized approximately $130,000 of operating lease liabilities. Additionally, the Company recorded ROU assets in a corresponding amount, net of amounts reclassified from other assets and liabilities, including deferred rent, tenant improvement allowances, and favorable lease assets, as specified by the new lease guidance. In connection with the election of the hindsight practical expedient related to reassessing lease terms for existing leases as of January 1, 2019, the Company recorded a cumulative transition adjustment of $1,713 through retained earnings, net of tax. 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. 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018 are as follows: March 31, 2019 December 31, 2018 Assets Liabilities Assets Liabilities PF Melville $ 2,802 $ — $ 4,787 $ — MMR 2,287 — 3,563 — Total $ 5,089 $ — $ 8,350 $ — The Company also has variable interests in certain franchisees mainly through the guarantee of lease agreements. The Company’s maximum obligation, as a result of its guarantees of leases, is approximately $5,847 and $732 as of March 31, 2019 and December 31, 2018 , respectively. In 2019, in connection with a real estate partnership, the Company began guaranteeing certain leases of its franchisees up to a maximum period of ten years with earlier expiration dates possible if certain conditions are met. 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 of the Company. 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 of the Company. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible assets | Goodwill and Intangible Assets A summary of goodwill and intangible assets at March 31, 2019 and December 31, 2018 is as follows: March 31, 2019 Weighted average amortization period (years) Gross carrying amount Accumulated amortization Net carrying Amount Customer relationships 11.0 $ 173,063 (102,647 ) $ 70,416 Noncompete agreements 5.0 14,500 (14,500 ) — Order backlog 0.4 3,400 (3,400 ) — Reacquired franchise rights 7.0 21,350 (9,403 ) 11,947 212,313 (129,950 ) 82,363 Indefinite-lived intangible: Trade and brand names N/A 146,300 — 146,300 Total intangible assets $ 358,613 $ (129,950 ) $ 228,663 Goodwill $ 199,513 $ — $ 199,513 December 31, 2018 Weighted Gross Accumulated Net carrying Customer relationships 11.0 $ 173,063 $ (99,439 ) $ 73,624 Noncompete agreements 5.0 14,500 (14,500 ) — Favorable leases 8.0 4,017 (2,345 ) 1,672 Order backlog 0.4 3,400 (3,400 ) — Reacquired franchise rights 7.0 21,349 (8,615 ) 12,734 216,329 (128,299 ) 88,030 Indefinite-lived intangible: Trade and brand names N/A 146,300 — 146,300 Total intangible assets $ 362,629 $ (128,299 ) $ 234,330 Goodwill $ 199,513 $ — $ 199,513 In connection with the adoption of ASC 842, as of January 1, 2019, the Company has derecognized the favorable leases intangible asset, and the favorable leases balance is now included in the ROU asset, net balance (Note 16). 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 $4,005 and $3,966 for the three months ended March 31, 2019 and 2018 , respectively. Included within total amortization expense for the three months ended March 31, 2018 is $93 related to amortization of favorable leases. 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 March 31, 2019 is as follows: Amount Remainder of 2019 $ 11,864 2020 14,052 2021 14,124 2022 14,317 2023 14,155 Thereafter 13,851 Total $ 82,363 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt as of March 31, 2019 and December 31, 2018 consists of the following: March 31, 2019 December 31, 2018 Class A-2-I notes $ 572,125 $ 573,563 Class A-2-II notes 621,875 623,437 Total debt, excluding deferred financing costs 1,194,000 1,197,000 Deferred financing costs, net of accumulated amortization (23,517 ) (24,873 ) Total debt 1,170,483 1,172,127 Current portion of long-term debt and line of credit 12,000 12,000 Long-term debt, net of current portion $ 1,158,483 $ 1,160,127 Future annual principal payments of long-term debt as of March 31, 2019 are as follows: Amount Remainder of 2019 $ 9,000 2020 12,000 2021 12,000 2022 562,563 2023 6,250 Thereafter 592,187 Total $ 1,194,000 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 was undrawn as of both March 31, 2019 and December 31, 2018. 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 $ 27,133 . 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 March 31, 2019 , the Company had restricted cash held by the Trustee of $ 30,645 . 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 in August 2018, 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 , 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 interest expense on its previously outstanding term loans. The company had no amounts related to interest rate caps recorded within other assets in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 . The Company recorded an increase to the value of its interest rate caps of $366 , net of tax of $125 , within other comprehensive income (loss) during the three months ended March 31, 2018 . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Activity with entities considered to be related parties is summarized below: For the three months ended 2019 2018 Franchise revenue $ 523 $ 882 Equipment revenue — 591 Total revenue from related parties $ 523 $ 1,473 Additionally, the Company had deferred area development agreement revenue from related parties of $325 and $779 as of March 31, 2019 and December 31, 2018 , respectively. The Company had payables to related parties pursuant to tax benefit arrangements of $54,676 and $ 59,458 , as of March 31, 2019 and December 31, 2018 , 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 $674 and $640 for the three months ended March 31, 2019 and 2018 , respectively. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2019 , certain existing holders of Holdings Units exercised their exchange rights and exchanged 858,810 Holdings Units for 858,810 newly-issued shares of Class A common stock. Simultaneously, and in connection with these exchanges, 858,810 shares of Class B common stock were surrendered by the holders of Holdings Units that exercised their exchange rights and canceled. Additionally, in connection with these exchanges, Planet Fitness, Inc. received 858,810 Holdings Units, increasing its total ownership interest in Pla-Fit Holdings. As a result of the above transactions, as of March 31, 2019 : • Holders of our Class A common stock owned 84,462,761 shares of our Class A common stock, representing 90.8% of the voting power in the Company and, through the Company, 84,462,761 Holdings Units representing 90.8% of the economic interest in Pla-Fit Holdings; and • the Continuing LLC Owners collectively owned 8,588,920 Holdings Units, representing 9.2% of the economic interest in Pla-Fit Holdings, and 8,588,920 shares of our Class B common stock, representing 9.2% of the voting power in the Company. Share repurchase program On August 3, 2018, our board of directors approved an increase to the total amount of the previously approved share repurchase program to $ 500,000 . On November 13, 2018, the Company entered into a $ 300,000 accelerated share repurchase agreement (the “ASR Agreement”) with Citibank, N.A. (“the Bank”). Pursuant to the terms of the ASR Agreement, on November 14, 2018, the Company paid the Bank $ 300,000 upfront in cash and received 4,607,410 shares of the Company’s Class A common stock, which were retired, and the Company elected to record as a reduction to retained earnings of $ 240,000 . The final number of shares to be repurchased will be determined based on the volume-weighted average stock price of our common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement, and will also be retired upon delivery to us. This had been evaluated as an unsettled forward contract indexed to our own stock, with $ 60,000 classified as a reduction to retained earnings. Final settlement of the ASR Agreement occurred after the March 31, 2019 balance sheet date on April 30, 2019. At final settlement, the Bank delivered 524,124 shares of the Company’s Class A common stock. The timing of the purchases and the amount of stock repurchased pursuant to its remaining share repurchase authorization is subject to the Company’s discretion and depends on market and business conditions, the Company’s general working capital needs, stock price, applicable legal requirements and other factors. Our ability to repurchase shares at any particular time is also subject to the terms of the indenture governing the Series 2018-1 Senior Notes. Purchases may be effected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing. Planet Fitness is not obligated under the program to acquire any particular amount of stock and can suspend or terminate the program at any time. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 2018 Numerator Net income $ 31,639 $ 23,493 Less: net income attributable to non-controlling interests 4,230 3,613 Net income attributable to Planet Fitness, Inc. $ 27,409 $ 19,880 Denominator Weighted-average shares of Class A common stock outstanding - basic 83,805,545 87,434,384 Effect of dilutive securities: Stock options 569,864 255,527 Restricted stock units 49,866 7,774 Weighted-average shares of Class A common stock outstanding - diluted 84,425,275 87,697,685 Earnings per share of Class A common stock - basic $ 0.33 $ 0.23 Earnings per share of Class A common stock - diluted $ 0.32 $ 0.23 Weighted average shares of Class B common stock of 9,238,948 and 10,953,521 for the three months ended March 31, 2019 and 2018 , 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 29,285 and 0 for the three months ended March 31, 2019 and 2018 , respectively, were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
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 14.3% and 22.7% for the three months ended March 31, 2019 and 2018 , respectively. The effective tax rate for the three months ended March 31, 2019 differed from the U.S. federal statutory rate of 21% primarily due the recognition of a tax benefit from the remeasurement of the Company's net deferred tax assets, and income attributable to non-controlling interest, offset by state and local taxes. The effective tax rate for the three months ended March 31, 2018 differed from the U.S. federal statutory rate of 21% primarily due to state and local taxes, offset by income attributable to non-controlling interest. The Company was also subject to taxes in foreign jurisdictions. Undistributed earnings of foreign operations were not material for the three months ended March 31, 2019 and 2018 . Net deferred tax assets of $ 430,149 and $ 412,538 as of March 31, 2019 and December 31, 2018 , 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 March 31, 2019 , the Company does not have any material net operating loss carryforwards. As of March 31, 2019 and December 31, 2018 , the total liability related to uncertain tax positions was $ 370 and $ 300 , respectively. The Company recognizes interest accrued and penalties, if applicable, related to unrecognized tax benefits in income tax expense. Interest and penalties for the three months ended March 31, 2019 and 2018 were not material. Tax benefit arrangements The Company’s acquisition of Holdings Units in connection with the IPO and future and certain past exchanges of Holdings Units for shares of the Company’s Class A common stock (or cash at the option of the Company) are expected to produce and have produced favorable tax attributes. In connection with the IPO, the Company entered into two tax receivable agreements. Under the first of those agreements, the Company generally is required to pay to 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 three months ended March 31, 2019 , 858,810 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 $666 during the three months ended March 31, 2019 . As a result of these exchanges, during the three months ended March 31, 2019 , we also recognized deferred tax assets in the amount of $19,766 , and corresponding tax benefit arrangement liabilities of $16,904 , representing approximately 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 March 31, 2019 and December 31, 2018 , the Company had a liability of $ 449,490 and $ 429,233 , 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 2019 $ 24,765 2020 26,284 2021 26,744 2022 27,276 2023 27,790 Thereafter 316,631 Total $ 449,490 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2019 | |
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 | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 . 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 2019 2018 Revenue Franchise segment revenue - U.S. $ 64,396 $ 53,445 Franchise segment revenue - International 1,366 1,167 Franchise segment total 65,762 54,612 Corporate-owned stores - U.S. 36,949 31,573 Corporate-owned stores - International 1,095 1,135 Corporate-owned stores total 38,044 32,708 Equipment segment - U.S. 45,011 34,013 Equipment segment total 45,011 34,013 Total revenue $ 148,817 $ 121,333 Franchise segment revenue includes franchise revenue, NAF revenue, and commission income. Franchise revenue includes revenue generated from placement services of $2,765 and $2,097 for the three months ended March 31, 2019 and 2018 , respectively. Three months ended 2019 2018 Segment EBITDA Franchise $ 47,360 $ 36,677 Corporate-owned stores 15,569 12,170 Equipment 10,407 7,469 Corporate and other (13,562 ) (8,741 ) Total Segment EBITDA $ 59,774 $ 47,575 The following table reconciles total Segment EBITDA to income before taxes: Three months ended 2019 2018 Total Segment EBITDA $ 59,774 $ 47,575 Less: Depreciation and amortization 9,907 8,465 Other income (expense) (3,318 ) 192 Income from operations 53,185 38,918 Interest income 1,798 37 Interest expense (14,749 ) (8,771 ) Other income (expense) (3,318 ) 192 Income before income taxes $ 36,916 $ 30,376 The following table summarizes the Company’s assets by reportable segment: March 31, 2019 December 31, 2018 Franchise $ 332,811 $ 319,422 Corporate-owned stores 354,606 243,221 Equipment 201,705 210,462 Unallocated 620,470 580,311 Total consolidated assets $ 1,509,592 $ 1,353,416 The table above includes $1,823 and $1,892 of long-lived assets located in the Company’s corporate-owned stores in Canada as of March 31, 2019 and December 31, 2018 , respectively. All other assets are located in the U.S. The following table summarizes the Company’s goodwill by reportable segment: March 31, 2019 December 31, 2018 Franchise $ 16,938 $ 16,938 Corporate-owned stores 89,909 89,909 Equipment 92,666 92,666 Consolidated goodwill $ 199,513 $ 199,513 |
Corporate-Owned and Franchisee-
Corporate-Owned and Franchisee-Owned Stores | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 : For the three months ended 2019 2018 Franchisee-owned stores: Stores operated at beginning of period 1,666 1,456 New stores opened 65 47 Stores debranded, sold or consolidated (1) (1 ) (6 ) Stores operated at end of period 1,730 1,497 Corporate-owned stores: Stores operated at beginning of period 76 62 Stores acquired from franchisees — 6 Stores operated at end of period 76 68 Total stores: Stores operated at beginning of period 1,742 1,518 New stores opened 65 47 Stores acquired, debranded, sold or consolidated (1) (1 ) — Stores operated at end of period 1,806 1,565 (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 | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | Revenue recognition 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 as well as deferred equipment rebates relating to our equipment business. We classify these contract liabilities as deferred revenue in our condensed consolidated balance sheets. The following table reflects the change in contract liabilities between December 31, 2018 and March 31, 2019 . Contract liabilities Balance at December 31, 2018 $ 49,862 Revenue recognized that was included in the contract liability at the beginning of the year (11,678 ) Increase, excluding amounts recognized as revenue during the period 15,388 Balance at March 31, 2019 $ 53,572 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 March 31, 2019 . 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 Remainder of 2019 $ 23,208 2020 5,026 2021 2,674 2022 2,559 2023 2,479 Thereafter 17,626 Total $ 53,572 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company leases space to operate corporate-owned stores, equipment, office, and warehouse space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For leases beginning in 2019 and later, we account for fixed lease and non-lease components together as a single, combined lease component. Variable lease costs, which may include common area maintenance, insurance, and taxes are not included in the lease liability and are expensed in the period incurred. Our corporate-owned store leases generally have remaining terms of one to ten years , and typically include one or more renewal options, with renewal terms that can generally extend the lease term from three to ten years or more. The exercise of lease renewal options is at our sole discretion. The Company includes options to renew in the expected term when they are reasonably certain to be exercised. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs and lease incentives. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases based upon interpolated rates using our Class A-2 Notes. The Company has certain non-real estate leases that are accounted for as finance leases under ASC 842, which is similar to the accounting for capital leases under the previous standard. These leases are immaterial, and therefore the Company has not included them in them in the tables below, except for their location on the consolidated balance sheet. Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our ROU asset related to the lease. These tenant incentives are amortized as reduction of rent expense over the lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. For periods prior to January 1, 2019, the Company recognized rent expense related to leases on a straight-line basis over the term of the lease. The difference between rent expense and rent paid, if any, as a result of escalation provisions and lease incentives, such as tenant improvements provided by lessors, was recorded as deferred rent in the Company’s consolidated balance sheets. Leases Classification March 31, 2019 Assets Operating lease assets Right of use asset, net $ 115,745 Finance lease assets Property and equipment, net of accumulated depreciation 123 Total lease assets $ 115,868 Liabilities Current: Operating Other current liabilities $ 12,519 Noncurrent: Operating Lease liabilities, net of current portion 114,470 Financing Other liabilities 121 Total lease liabilities $ 127,110 Weighted-average remaining lease term (years) - operating leases 8.5 Weighted-average discount rate - operating leases 5.0 % During the three months ended March 31, 2019 , the components of lease cost were as follows: Amount Operating lease cost $ 4,845 Variable lease cost 1,941 Total lease cost $ 6,786 The Company's costs related to short-term leases, those with a duration between one and 12 months, were immaterial. Supplemental disclosures of cash flow information related to leases were as follows: Three months ended March 31, 2019 Cash paid for lease liabilities $ 4,647 Operating assets obtained in exchange for operating lease liabilities — As of March 31, 2019 , maturities of lease liabilities were as follows: Amount Remainder of 2019 $ 13,944 2020 19,055 2021 19,488 2022 19,165 2023 18,008 Thereafter 67,802 Total lease payments $ 157,462 Less: imputed interest 30,352 Present value of lease liabilities $ 127,110 As of March 31, 2019, operating lease payments exclude approximately $21,027 of legally binding minimum lease payments for leases signed by not yet commenced. As of December 31, 2018, under the previous accounting guidance for leases, approximate annual future commitments under noncancelable operating leases were as follows: Amount 2019 $ 15,911 2020 15,219 2021 13,454 2022 12,561 2023 11,133 Thereafter 45,324 Total $ 113,602 |
Leases | Leases The Company leases space to operate corporate-owned stores, equipment, office, and warehouse space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For leases beginning in 2019 and later, we account for fixed lease and non-lease components together as a single, combined lease component. Variable lease costs, which may include common area maintenance, insurance, and taxes are not included in the lease liability and are expensed in the period incurred. Our corporate-owned store leases generally have remaining terms of one to ten years , and typically include one or more renewal options, with renewal terms that can generally extend the lease term from three to ten years or more. The exercise of lease renewal options is at our sole discretion. The Company includes options to renew in the expected term when they are reasonably certain to be exercised. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs and lease incentives. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases based upon interpolated rates using our Class A-2 Notes. The Company has certain non-real estate leases that are accounted for as finance leases under ASC 842, which is similar to the accounting for capital leases under the previous standard. These leases are immaterial, and therefore the Company has not included them in them in the tables below, except for their location on the consolidated balance sheet. Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our ROU asset related to the lease. These tenant incentives are amortized as reduction of rent expense over the lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. For periods prior to January 1, 2019, the Company recognized rent expense related to leases on a straight-line basis over the term of the lease. The difference between rent expense and rent paid, if any, as a result of escalation provisions and lease incentives, such as tenant improvements provided by lessors, was recorded as deferred rent in the Company’s consolidated balance sheets. Leases Classification March 31, 2019 Assets Operating lease assets Right of use asset, net $ 115,745 Finance lease assets Property and equipment, net of accumulated depreciation 123 Total lease assets $ 115,868 Liabilities Current: Operating Other current liabilities $ 12,519 Noncurrent: Operating Lease liabilities, net of current portion 114,470 Financing Other liabilities 121 Total lease liabilities $ 127,110 Weighted-average remaining lease term (years) - operating leases 8.5 Weighted-average discount rate - operating leases 5.0 % During the three months ended March 31, 2019 , the components of lease cost were as follows: Amount Operating lease cost $ 4,845 Variable lease cost 1,941 Total lease cost $ 6,786 The Company's costs related to short-term leases, those with a duration between one and 12 months, were immaterial. Supplemental disclosures of cash flow information related to leases were as follows: Three months ended March 31, 2019 Cash paid for lease liabilities $ 4,647 Operating assets obtained in exchange for operating lease liabilities — As of March 31, 2019 , maturities of lease liabilities were as follows: Amount Remainder of 2019 $ 13,944 2020 19,055 2021 19,488 2022 19,165 2023 18,008 Thereafter 67,802 Total lease payments $ 157,462 Less: imputed interest 30,352 Present value of lease liabilities $ 127,110 As of March 31, 2019, operating lease payments exclude approximately $21,027 of legally binding minimum lease payments for leases signed by not yet commenced. As of December 31, 2018, under the previous accounting guidance for leases, approximate annual future commitments under noncancelable operating leases were as follows: Amount 2019 $ 15,911 2020 15,219 2021 13,454 2022 12,561 2023 11,133 Thereafter 45,324 Total $ 113,602 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 are unaudited. The condensed consolidated balance sheet as of December 31, 2018 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, 2018 (the “Annual Report”) filed with the SEC on March 1, 2019 . 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, 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”), PF Melville LLC (“PF Melville”), and Planet Fitness NAF, LLC (the “NAF”) based on the determination that the Company is the primary beneficiary with respect to these VIEs. MMR and PF Melville 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. The NAF is an advertising fund on behalf of which the Company collects 2% of gross monthly membership fees from franchisees, in accordance with the provisions of the franchise agreements, and uses the amounts received to support our national marketing campaigns, our social media platforms and the development of local advertising materials. |
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, the liability for the Company’s tax benefit arrangements, and the value of the lease liability and related right-of-use asset recorded in accordance with ASC 842 (see Note 2(d) and 16). |
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 In February 2016, the FASB established Topic 842, Leases , by issuing ASU No. 2016-02, Leases , in February 2016. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements . 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. The new guidance requires lessees to recognize the assets and liabilities on the balance sheet for the rights and obligations created by leases with lease terms of more than 12 months, amends various other aspects of accounting for leases by lessees and lessors, and requires enhanced disclosures. Leases will be classified as finance or operating, with the classification affecting the pattern and classification of expense recognition within the income statement. The Company adopted the new standard on January 1, 2019 and used the effective date as our date of initial application. Consequently, financial information has not been updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019. The new guidance also provides several practical expedients and policies that companies may elect upon transition. The Company has elected the package of practical expedients under which it did not reassess the classification of its existing leases, reevaluate whether any expired or existing contracts are or contain leases or reassess initial direct costs under the new guidance. The Company did not elect the practical expedient pertaining to land easements, as it is not applicable to its leases. Additionally, the Company elected to use the practical expedient that permits a reassessment of lease terms for existing leases using hindsight. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption. This means, for those leases that qualify, the Company will not recognize right-of-use ("ROU") assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient to not separate lease and non-lease components. Upon transition to the new guidance on January 1, 2019, the Company recognized approximately $130,000 of operating lease liabilities. Additionally, the Company recorded ROU assets in a corresponding amount, net of amounts reclassified from other assets and liabilities, including deferred rent, tenant improvement allowances, and favorable lease assets, as specified by the new lease guidance. In connection with the election of the hindsight practical expedient related to reassessing lease terms for existing leases as of January 1, 2019, the Company recorded a cumulative transition adjustment of $1,713 through retained earnings, net of tax. 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. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Company's Liabilities Measured at Fair Value | The carrying value and estimated fair value of long-term debt as of March 31, 2019 and December 31, 2018 were as follows: March 31, 2019 December 31, 2018 Carrying value Estimated fair value (1) Carrying value Estimated fair value (1) Long-term debt $ 1,194,000 $ 1,223,290 $ 1,197,000 $ 1,188,985 (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. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018 are as follows: March 31, 2019 December 31, 2018 Assets Liabilities Assets Liabilities PF Melville $ 2,802 $ — $ 4,787 $ — MMR 2,287 — 3,563 — Total $ 5,089 $ — $ 8,350 $ — |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Intangible Assets | A summary of goodwill and intangible assets at March 31, 2019 and December 31, 2018 is as follows: March 31, 2019 Weighted average amortization period (years) Gross carrying amount Accumulated amortization Net carrying Amount Customer relationships 11.0 $ 173,063 (102,647 ) $ 70,416 Noncompete agreements 5.0 14,500 (14,500 ) — Order backlog 0.4 3,400 (3,400 ) — Reacquired franchise rights 7.0 21,350 (9,403 ) 11,947 212,313 (129,950 ) 82,363 Indefinite-lived intangible: Trade and brand names N/A 146,300 — 146,300 Total intangible assets $ 358,613 $ (129,950 ) $ 228,663 Goodwill $ 199,513 $ — $ 199,513 December 31, 2018 Weighted Gross Accumulated Net carrying Customer relationships 11.0 $ 173,063 $ (99,439 ) $ 73,624 Noncompete agreements 5.0 14,500 (14,500 ) — Favorable leases 8.0 4,017 (2,345 ) 1,672 Order backlog 0.4 3,400 (3,400 ) — Reacquired franchise rights 7.0 21,349 (8,615 ) 12,734 216,329 (128,299 ) 88,030 Indefinite-lived intangible: Trade and brand names N/A 146,300 — 146,300 Total intangible assets $ 362,629 $ (128,299 ) $ 234,330 Goodwill $ 199,513 $ — $ 199,513 |
Summary of Amortization expenses | The anticipated annual amortization expense related to intangible assets to be recognized in future years as of March 31, 2019 is as follows: Amount Remainder of 2019 $ 11,864 2020 14,052 2021 14,124 2022 14,317 2023 14,155 Thereafter 13,851 Total $ 82,363 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt as of March 31, 2019 and December 31, 2018 consists of the following: March 31, 2019 December 31, 2018 Class A-2-I notes $ 572,125 $ 573,563 Class A-2-II notes 621,875 623,437 Total debt, excluding deferred financing costs 1,194,000 1,197,000 Deferred financing costs, net of accumulated amortization (23,517 ) (24,873 ) Total debt 1,170,483 1,172,127 Current portion of long-term debt and line of credit 12,000 12,000 Long-term debt, net of current portion $ 1,158,483 $ 1,160,127 |
Schedule of Future Annual Payments of Long-term Debt | Future annual principal payments of long-term debt as of March 31, 2019 are as follows: Amount Remainder of 2019 $ 9,000 2020 12,000 2021 12,000 2022 562,563 2023 6,250 Thereafter 592,187 Total $ 1,194,000 |
Related party transactions (Tab
Related party transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 2018 Franchise revenue $ 523 $ 882 Equipment revenue — 591 Total revenue from related parties $ 523 $ 1,473 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 2018 Numerator Net income $ 31,639 $ 23,493 Less: net income attributable to non-controlling interests 4,230 3,613 Net income attributable to Planet Fitness, Inc. $ 27,409 $ 19,880 Denominator Weighted-average shares of Class A common stock outstanding - basic 83,805,545 87,434,384 Effect of dilutive securities: Stock options 569,864 255,527 Restricted stock units 49,866 7,774 Weighted-average shares of Class A common stock outstanding - diluted 84,425,275 87,697,685 Earnings per share of Class A common stock - basic $ 0.33 $ 0.23 Earnings per share of Class A common stock - diluted $ 0.32 $ 0.23 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 $ 24,765 2020 26,284 2021 26,744 2022 27,276 2023 27,790 Thereafter 316,631 Total $ 449,490 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of Financial Information for the Company's Reportable Segments | Three months ended 2019 2018 Segment EBITDA Franchise $ 47,360 $ 36,677 Corporate-owned stores 15,569 12,170 Equipment 10,407 7,469 Corporate and other (13,562 ) (8,741 ) Total Segment EBITDA $ 59,774 $ 47,575 The tables below summarize the financial information for the Company’s reportable segments for the three months ended March 31, 2019 and 2018 . 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 2019 2018 Revenue Franchise segment revenue - U.S. $ 64,396 $ 53,445 Franchise segment revenue - International 1,366 1,167 Franchise segment total 65,762 54,612 Corporate-owned stores - U.S. 36,949 31,573 Corporate-owned stores - International 1,095 1,135 Corporate-owned stores total 38,044 32,708 Equipment segment - U.S. 45,011 34,013 Equipment segment total 45,011 34,013 Total revenue $ 148,817 $ 121,333 |
Reconciliation of Total Segment EBITDA to Income Before Taxes | The following table reconciles total Segment EBITDA to income before taxes: Three months ended 2019 2018 Total Segment EBITDA $ 59,774 $ 47,575 Less: Depreciation and amortization 9,907 8,465 Other income (expense) (3,318 ) 192 Income from operations 53,185 38,918 Interest income 1,798 37 Interest expense (14,749 ) (8,771 ) Other income (expense) (3,318 ) 192 Income before income taxes $ 36,916 $ 30,376 |
Summary of Company's Assets by Reportable Segment | The following table summarizes the Company’s assets by reportable segment: March 31, 2019 December 31, 2018 Franchise $ 332,811 $ 319,422 Corporate-owned stores 354,606 243,221 Equipment 201,705 210,462 Unallocated 620,470 580,311 Total consolidated assets $ 1,509,592 $ 1,353,416 |
Summary of Company's Goodwill by Reportable Segment | The following table summarizes the Company’s goodwill by reportable segment: March 31, 2019 December 31, 2018 Franchise $ 16,938 $ 16,938 Corporate-owned stores 89,909 89,909 Equipment 92,666 92,666 Consolidated goodwill $ 199,513 $ 199,513 |
Corporate-Owned and Franchise_2
Corporate-Owned and Franchisee-Owned Stores (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 : For the three months ended 2019 2018 Franchisee-owned stores: Stores operated at beginning of period 1,666 1,456 New stores opened 65 47 Stores debranded, sold or consolidated (1) (1 ) (6 ) Stores operated at end of period 1,730 1,497 Corporate-owned stores: Stores operated at beginning of period 76 62 Stores acquired from franchisees — 6 Stores operated at end of period 76 68 Total stores: Stores operated at beginning of period 1,742 1,518 New stores opened 65 47 Stores acquired, debranded, sold or consolidated (1) (1 ) — Stores operated at end of period 1,806 1,565 (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) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Liabilities | The following table reflects the change in contract liabilities between December 31, 2018 and March 31, 2019 . Contract liabilities Balance at December 31, 2018 $ 49,862 Revenue recognized that was included in the contract liability at the beginning of the year (11,678 ) Increase, excluding amounts recognized as revenue during the period 15,388 Balance at March 31, 2019 $ 53,572 |
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 March 31, 2019 . 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 Remainder of 2019 $ 23,208 2020 5,026 2021 2,674 2022 2,559 2023 2,479 Thereafter 17,626 Total $ 53,572 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Balance Sheet Classification of Lease Assets and Liabilities | Leases Classification March 31, 2019 Assets Operating lease assets Right of use asset, net $ 115,745 Finance lease assets Property and equipment, net of accumulated depreciation 123 Total lease assets $ 115,868 Liabilities Current: Operating Other current liabilities $ 12,519 Noncurrent: Operating Lease liabilities, net of current portion 114,470 Financing Other liabilities 121 Total lease liabilities $ 127,110 Weighted-average remaining lease term (years) - operating leases 8.5 Weighted-average discount rate - operating leases 5.0 % |
Components of Lease Cost | Supplemental disclosures of cash flow information related to leases were as follows: Three months ended March 31, 2019 Cash paid for lease liabilities $ 4,647 Operating assets obtained in exchange for operating lease liabilities — During the three months ended March 31, 2019 , the components of lease cost were as follows: Amount Operating lease cost $ 4,845 Variable lease cost 1,941 Total lease cost $ 6,786 |
Schedule of Supplemental Disclosures of Cash Flow Information Related to Leases | Supplemental disclosures of cash flow information related to leases were as follows: Three months ended March 31, 2019 Cash paid for lease liabilities $ 4,647 Operating assets obtained in exchange for operating lease liabilities — During the three months ended March 31, 2019 , the components of lease cost were as follows: Amount Operating lease cost $ 4,845 Variable lease cost 1,941 Total lease cost $ 6,786 |
Maturities of Operating Lease Liabilities | As of March 31, 2019 , maturities of lease liabilities were as follows: Amount Remainder of 2019 $ 13,944 2020 19,055 2021 19,488 2022 19,165 2023 18,008 Thereafter 67,802 Total lease payments $ 157,462 Less: imputed interest 30,352 Present value of lease liabilities $ 127,110 |
Previous Accounting Guidance For Future Commitments Under Noncancelable Operating Leases | As of December 31, 2018, under the previous accounting guidance for leases, approximate annual future commitments under noncancelable operating leases were as follows: Amount 2019 $ 15,911 2020 15,219 2021 13,454 2022 12,561 2023 11,133 Thereafter 45,324 Total $ 113,602 |
Business Organization - Additio
Business Organization - Additional Information (Detail) member in Millions | 3 Months Ended | ||||
Mar. 31, 2019memberstorestatesegment | Dec. 31, 2018store | Mar. 31, 2018store | Dec. 31, 2017store | Aug. 05, 2015 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Number of owned and franchised locations | store | 1,806 | 1,742 | 1,565 | 1,518 | |
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 | 90.80% | ||||
Pla-Fit Holdings, LLC | Holdings Units | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Percentage of economic interest | 9.20% | ||||
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 | 13.6 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Significant Accounting Policies [Line Items] | |||
Present value of lease liabilities | $ 127,110 | ||
Cumulative transition adjustment | $ (1,713) | $ (9,192) | |
Planet Fitness NAF, LLC | |||
Significant Accounting Policies [Line Items] | |||
Percentage of franchise membership billing revenue | 2.00% | ||
ASU 2016-02 | |||
Significant Accounting Policies [Line Items] | |||
Present value of lease liabilities | $ 130,000 | ||
Cumulative transition adjustment | $ 1,713 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Company's Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Carrying value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 1,194,000 | $ 1,197,000 |
Estimated fair value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 1,223,290 | $ 1,188,985 |
Variable Interest Entities - Ca
Variable Interest Entities - Carrying Value of Variable Interest Entities of Consolidated Financial Statements (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||
Assets | $ 5,089 | $ 8,350 |
Liabilities | 0 | 0 |
PF Melville | ||
Variable Interest Entity [Line Items] | ||
Assets | 2,802 | 4,787 |
Liabilities | 0 | 0 |
MMR | ||
Variable Interest Entity [Line Items] | ||
Assets | 2,287 | 3,563 |
Liabilities | $ 0 | $ 0 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract] | ||
Maximum obligation of guarantees of leases and debt | $ 5,847,000 | $ 732,000 |
Franchisee lease term, maximum | 10 years | |
Maximum loss exposure Involvement of estimated value | $ 0 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) $ in Thousands | Aug. 10, 2018USD ($)store | Jan. 01, 2018USD ($)store | Mar. 31, 2019store | Dec. 31, 2018store | Mar. 31, 2018store | Dec. 31, 2017store |
Business Acquisition [Line Items] | ||||||
Number of owned and franchised locations | store | 1,806 | 1,742 | 1,565 | 1,518 | ||
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 | Mar. 31, 2019 | Dec. 31, 2018 | Aug. 10, 2018 | Jan. 01, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 199,513 | $ 199,513 | ||
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets [Line Items] | ||
Gross carrying amount | $ 212,313 | $ 216,329 |
Accumulated amortization | (129,950) | (128,299) |
Net carrying Amount | 82,363 | 88,030 |
Total intangible assets, Gross carrying amount | 358,613 | 362,629 |
Total intangible assets, Net carrying Amount | 228,663 | 234,330 |
Goodwill, gross carrying amount | 199,513 | 199,513 |
Goodwill, Accumulated amortization | 0 | 0 |
Goodwill, net carrying amount | 199,513 | 199,513 |
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 |
Gross carrying amount | $ 173,063 | $ 173,063 |
Accumulated amortization | (102,647) | (99,439) |
Net carrying Amount | $ 70,416 | $ 73,624 |
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) | 8 years | |
Gross carrying amount | $ 4,017 | |
Accumulated amortization | (2,345) | |
Net carrying Amount | $ 1,672 | |
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 | 7 years |
Gross carrying amount | $ 21,350 | $ 21,349 |
Accumulated amortization | (9,403) | (8,615) |
Net carrying Amount | $ 11,947 | $ 12,734 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019USD ($)store | Mar. 31, 2018USD ($)store | Dec. 31, 2018USD ($)store | Aug. 10, 2018store | Jan. 01, 2018store | Dec. 31, 2017store | |
Goodwill And Intangible Assets [Line Items] | ||||||
Impairment charges | $ | $ 0 | $ 0 | ||||
Number of owned and franchised locations | store | 1,806 | 1,565 | 1,742 | 1,518 | ||
Amortization of intangible assets | $ | $ 4,005,000 | $ 3,966,000 | ||||
Favorable and Unfavorable Leases | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ | $ 93,000 | |||||
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 | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2019 | $ 11,864 | |
2020 | 14,052 | |
2021 | 14,124 | |
2022 | 14,317 | |
2023 | 14,155 | |
Thereafter | 13,851 | |
Net carrying Amount | $ 82,363 | $ 88,030 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total debt, excluding deferred financing costs | $ 1,194,000 | $ 1,197,000 |
Deferred financing costs, net of accumulated amortization | (23,517) | (24,873) |
Total debt | 1,170,483 | 1,172,127 |
Current portion of long-term debt and line of credit | 12,000 | 12,000 |
Long-term debt, net of current maturities | 1,158,483 | 1,160,127 |
Class A-2-I notes | Senior fixed-rate term notes | ||
Debt Instrument [Line Items] | ||
Total debt, excluding deferred financing costs | 572,125 | 573,563 |
Class A-2-II notes | Senior fixed-rate term notes | ||
Debt Instrument [Line Items] | ||
Total debt, excluding deferred financing costs | $ 621,875 | $ 623,437 |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Annual Payments of Long-term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Remainder of 2019 | $ 9,000 | |
2020 | 12,000 | |
2021 | 12,000 | |
2022 | 562,563 | |
2023 | 6,250 | |
Thereafter | 592,187 | |
Total | $ 1,194,000 | $ 1,197,000 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Aug. 01, 2018USD ($)extension | Sep. 30, 2023 | Aug. 31, 2018USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||
Debt issuance costs incurred | $ 27,133,000 | ||||
Restricted cash | $ 30,645,000 | $ 30,708,000 | |||
Loss on extinguishment of debt | $ 4,570,000 | ||||
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 ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Unrealized gain on interest rate caps, net of tax | $ 0 | $ 366,000 | |
Interest rate caps | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest rate caps | $ 0 | $ 0 | |
Unrealized gain on interest rate caps, net of tax | 366,000 | ||
Unrealized gain on interest rate caps, tax | $ 125,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Liability payable under tax benefit obligations | $ 54,676 | $ 59,458 | |
Planet Fitness NAF, LLC | |||
Related Party Transaction [Line Items] | |||
Administrative fees charged | 674 | $ 640 | |
Area Development Agreements | |||
Related Party Transaction [Line Items] | |||
Deferred area development revenue from related parties | $ 325 | $ 779 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Total revenue from related parties | $ 523 | $ 1,473 |
Franchise revenue | ||
Related Party Transaction [Line Items] | ||
Total revenue from related parties | 523 | 882 |
Equipment revenue | ||
Related Party Transaction [Line Items] | ||
Total revenue from related parties | $ 0 | $ 591 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) | Apr. 30, 2019 | Nov. 14, 2018 | Mar. 31, 2019 | Nov. 13, 2018 | Aug. 03, 2018 |
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 500,000,000 | ||||
Pla-Fit Holdings, LLC | |||||
Class of Stock [Line Items] | |||||
Number of shares exchanged | 858,810 | ||||
Holdings Units | |||||
Class of Stock [Line Items] | |||||
Number of shares exchanged | 858,810 | ||||
Investor | Secondary Offering and Exchange | |||||
Class of Stock [Line Items] | |||||
Number of units held by owners (in shares) | 84,462,761 | ||||
Investor | Pla-Fit Holdings, LLC | Secondary Offering and Exchange | |||||
Class of Stock [Line Items] | |||||
Percentage of economic interest | 90.80% | ||||
Continuing LLC Owners | Secondary Offering and Exchange | |||||
Class of Stock [Line Items] | |||||
Number of units held by owners (in shares) | 8,588,920 | ||||
Continuing LLC Owners | Pla-Fit Holdings, LLC | Secondary Offering and Exchange | |||||
Class of Stock [Line Items] | |||||
Percentage of economic interest | 9.20% | ||||
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 | 858,810 | ||||
Class A Common Stock | Investor | Secondary Offering and Exchange | |||||
Class of Stock [Line Items] | |||||
Number of units held by owners (in shares) | 84,462,761 | ||||
Class A Common Stock | Investor | Pla-Fit Holdings, LLC | Secondary Offering and Exchange | |||||
Class of Stock [Line Items] | |||||
Percentage of voting interests acquired | 90.80% | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares exchanged for Class A common stock | 1 | ||||
Number of shares exchanged | 858,810 | ||||
Class B Common Stock | Continuing LLC Owners | Secondary Offering and Exchange | |||||
Class of Stock [Line Items] | |||||
Number of units held by owners (in shares) | 8,588,920 | ||||
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 | 9.20% | ||||
ASR Agreement | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 300,000,000 | ||||
Repurchase and retirement of common stock | $ 240,000,000 | ||||
ASR Agreement | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Stock repurchased (in shares) | 4,607,410 | ||||
Subsequent event | ASR Agreement | |||||
Class of Stock [Line Items] | |||||
Repurchase and retirement of common stock | $ 60,000,000 | ||||
Subsequent event | ASR Agreement | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Stock repurchased (in shares) | 524,124 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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 | 29,285 | 0 |
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 | 9,238,948 | 10,953,521 |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator | ||
Net income | $ 31,639 | $ 23,493 |
Less: net income attributable to non-controlling interests | 4,230 | 3,613 |
Net income attributable to Planet Fitness, Inc. | $ 27,409 | $ 19,880 |
Stock Options | ||
Effect of dilutive securities: | ||
Weighted-average shares outstanding adjustment (in shares) | 569,864 | 255,527 |
Restricted Stock Units | ||
Effect of dilutive securities: | ||
Weighted-average shares outstanding adjustment (in shares) | 49,866 | 7,774 |
Class A Common Stock | ||
Denominator | ||
Weighted-average shares of Class A common stock outstanding - basic (in shares) | 83,805,545 | 87,434,384 |
Effect of dilutive securities: | ||
Weighted-average shares of Class A common stock outstanding - diluted (in shares) | 84,425,275 | 87,697,685 |
Earnings per share of Class A common stock - basic (in dollars per share) | $ 0.33 | $ 0.23 |
Earnings per share of Class A common stock - diluted (in dollars per share) | $ 0.32 | $ 0.23 |
Income Taxes - Additional infor
Income Taxes - Additional information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)agreementshares | Mar. 31, 2018 | Dec. 31, 2018USD ($) | |
Tax Credit Carryforward [Line Items] | |||
Effective income tax rate | 14.30% | 22.70% | |
Net deferred tax assets | $ 430,149 | $ 412,538 | |
Total liability related to uncertain tax positions | $ 370 | 300 | |
Number of tax receivable agreements | agreement | 2 | ||
Applicable tax savings | 85.00% | ||
Percentage of remaining tax savings | 15.00% | ||
Tax benefit obligation | $ 449,490 | $ 429,233 | |
TRA Holders | |||
Tax Credit Carryforward [Line Items] | |||
Decrease in deferred tax assets | 666 | ||
Deferred tax asset | 19,766 | ||
Deferred tax liability | $ 16,904 | ||
Class A Common Stock | |||
Tax Credit Carryforward [Line Items] | |||
Number of shares exchanged | shares | 858,810 | ||
Class A Common Stock | TRA Holders | |||
Tax Credit Carryforward [Line Items] | |||
Number of shares exchanged | shares | 858,810 |
Income Taxes - Schedule of Futu
Income Taxes - Schedule of Future Payments Under Tax Benefit Arrangements (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Remainder of 2019 | $ 24,765 | |
2020 | 26,284 | |
2021 | 26,744 | |
2022 | 27,276 | |
2023 | 27,790 | |
Thereafter | 316,631 | |
Total | $ 449,490 | $ 429,233 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 3 | ||
Number of operating segments | segment | 0 | ||
Revenue | $ 148,817,000 | $ 121,333,000 | |
Franchise revenue | |||
Segment Reporting Information [Line Items] | |||
Revenue | 65,762,000 | 54,612,000 | |
Franchise revenue | Placement Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2,765,000 | 2,097,000 | |
Corporate-owned Stores | |||
Segment Reporting Information [Line Items] | |||
Revenue | 38,044,000 | $ 32,708,000 | |
Corporate-owned Stores | Canada | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 1,823,000 | $ 1,892,000 | |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 148,817 | $ 121,333 |
Total Segment EBITDA | 59,774 | 47,575 |
Corporate And Other Non Segment | ||
Segment Reporting Information [Line Items] | ||
Total Segment EBITDA | (13,562) | (8,741) |
Franchise revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 65,762 | 54,612 |
Franchise revenue | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total Segment EBITDA | 47,360 | 36,677 |
Franchise revenue | US | ||
Segment Reporting Information [Line Items] | ||
Revenue | 64,396 | 53,445 |
Franchise revenue | International | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,366 | 1,167 |
Corporate-owned Stores | ||
Segment Reporting Information [Line Items] | ||
Revenue | 38,044 | 32,708 |
Corporate-owned Stores | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total Segment EBITDA | 15,569 | 12,170 |
Corporate-owned Stores | US | ||
Segment Reporting Information [Line Items] | ||
Revenue | 36,949 | 31,573 |
Corporate-owned Stores | International | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,095 | 1,135 |
Equipment revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue | 45,011 | 34,013 |
Equipment revenue | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total Segment EBITDA | 10,407 | 7,469 |
Equipment revenue | US | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 45,011 | $ 34,013 |
Segments - Reconciliation of To
Segments - Reconciliation of Total Segment EBITDA to Income Before Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
Total Segment EBITDA | $ 59,774 | $ 47,575 |
Depreciation and amortization | 9,907 | 8,465 |
Other income (expense) | (3,318) | 192 |
Income from operations | 53,185 | 38,918 |
Interest income | 1,798 | 37 |
Interest expense | (14,749) | (8,771) |
Income before income taxes | $ 36,916 | $ 30,376 |
Segments - Summary of Company's
Segments - Summary of Company's Assets by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Revenue | $ 148,817 | $ 121,333 | |
Total consolidated assets | 1,509,592 | $ 1,353,416 | |
Franchise revenue | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Revenue | 65,762 | 54,612 | |
Corporate-owned Stores | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Revenue | 38,044 | 32,708 | |
Equipment revenue | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Revenue | 45,011 | $ 34,013 | |
Operating Segments | Franchise revenue | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total consolidated assets | 332,811 | 319,422 | |
Operating Segments | Corporate-owned Stores | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total consolidated assets | 354,606 | 243,221 | |
Operating Segments | Equipment revenue | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total consolidated assets | 201,705 | 210,462 | |
Unallocated | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total consolidated assets | $ 620,470 | $ 580,311 |
Segments - Summary of Company_2
Segments - Summary of Company's Goodwill by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Revenue | $ 148,817 | $ 121,333 | |
Goodwill, net carrying amount | 199,513 | $ 199,513 | |
Franchise revenue | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Revenue | 65,762 | 54,612 | |
Goodwill, net carrying amount | 16,938 | 16,938 | |
Corporate-owned Stores | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Revenue | 38,044 | 32,708 | |
Goodwill, net carrying amount | 89,909 | 89,909 | |
Equipment revenue | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Revenue | 45,011 | $ 34,013 | |
Goodwill, net carrying amount | $ 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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number Of Stores [Roll Forward] | ||
Stores operated at beginning of period | 1,742 | 1,518 |
New stores opened | 65 | 47 |
Stores acquired, debranded, sold or consolidated | (1) | 0 |
Stores operated at end of period | 1,806 | 1,565 |
Franchisee-Owned Stores | ||
Number Of Stores [Roll Forward] | ||
Stores operated at beginning of period | 1,666 | 1,456 |
New stores opened | 65 | 47 |
Stores acquired, debranded, sold or consolidated | (1) | (6) |
Stores operated at end of period | 1,730 | 1,497 |
Corporate-Owned Stores | ||
Number Of Stores [Roll Forward] | ||
Stores operated at beginning of period | 76 | 62 |
Stores acquired from franchisees | 0 | 6 |
Stores operated at end of period | 76 | 68 |
Revenue recognition - Schedule
Revenue recognition - Schedule of Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Contract liabilities | |
Beginning Balance | $ 49,862 |
Revenue recognized that was included in the contract liability at the beginning of the year | (11,678) |
Increase, excluding amounts recognized as revenue during the period | 15,388 |
Ending Balance | $ 53,572 |
Revenue recognition - Remaining
Revenue recognition - Remaining Performance Obligation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 53,572 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 23,208 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 5,026 |
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 | $ 2,674 |
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 | $ 2,559 |
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 | $ 2,479 |
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]: 2024-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 17,626 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Lease payments for leases signed but not yet commenced | $ 21,027 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Renewal term | 3 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 10 years |
Renewal term | 10 years |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification of Lease Assets and Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease assets | $ 115,745 |
Finance lease assets | 123 |
Total lease assets | 115,868 |
Current operating lease liabilities | 12,519 |
Noncurrent operating lease liabilities | 114,470 |
Noncurrent finance lease liabilities | 121 |
Total lease liabilities | $ 127,110 |
Weighted-average remaining lease term (years) - operating leases | 8 years 6 months |
Weighted-average discount rate - operating leases | 5.00% |
Leases Leases - Components of L
Leases Leases - Components of Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 4,845 |
Variable lease cost | 1,941 |
Total lease cost | $ 6,786 |
Leases Leases - Supplemental Di
Leases Leases - Supplemental Disclosures of Cash Flow Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for lease liabilities | $ 4,647 |
Operating assets obtained in exchange for operating lease liabilities | $ 0 |
Leases Leases - Maturities of L
Leases Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Remainder of 2019 | $ 13,944 |
2020 | 19,055 |
2021 | 19,488 |
2022 | 19,165 |
2023 | 18,008 |
Thereafter | 67,802 |
Total lease payments | 157,462 |
Less: imputed interest | 30,352 |
Present value of lease liabilities | $ 127,110 |
Leases - Under previous guidanc
Leases - Under previous guidance (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 15,911 |
2020 | 15,219 |
2021 | 13,454 |
2022 | 12,561 |
2023 | 11,133 |
Thereafter | 45,324 |
Total | $ 113,602 |