Planet Fitness, Inc.

PLNT

US72703H1014

Leisure & Recreation

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PLANET FITNESS : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

August 07, 2020 at 10:33 am EDT

Unless the context requires otherwise, references in this report to the
"Company," "we," "us" and "our" refer to Planet Fitness, Inc. and its
consolidated subsidiaries.
Overview
We are one of the largest and fastest-growing franchisors and operators of
fitness centers in the United States by number of members and locations, with a
highly recognized national brand. Our mission is to enhance people's lives by
providing a high-quality fitness experience in a welcoming, non-intimidating
environment, which we call the Judgement Free Zone, where anyone-and we mean
anyone-can feel they belong. Our bright, clean stores are typically 20,000
square feet, with a large selection of high-quality, purple and yellow Planet
Fitness-branded cardio, circuit- and weight-training equipment and friendly
staff trainers who offer unlimited free fitness instruction to all our members
in small groups through our PE@PF program. We offer this differentiated fitness
experience at only $10 per month for our standard membership. This exceptional
value proposition is designed to appeal to a broad population, including
occasional gym users and the approximately 80% of the U.S. and Canadian
populations over age 14 who are not gym members, particularly those who find the
traditional fitness club setting intimidating and expensive. We and our
franchisees fiercely protect Planet Fitness' community atmosphere-a place where
you do not need to be fit before joining and where progress toward achieving
your fitness goals (big or small) is supported and applauded by our staff and
fellow members.
As of June 30, 2020, we had more than 15.2 million members and 2,059 stores in
all 50 states, the District of Columbia, Puerto Rico, Canada, the Dominican
Republic, Panama, Mexico and Australia. Of our 2,059 stores, 1,960 are
franchised and 99 are corporate-owned. As of June 30, 2020, we had commitments
to open more than 1,000 new stores under existing ADAs.
COVID-19 Impact
On March 11, 2020, the World Health Organization declared a global pandemic
related to the COVID-19 outbreak. The pandemic has caused unprecedented economic
volatility and uncertainty which has negatively impacted our recent operating
results. In response to the COVID-19 pandemic, we proactively closed all of our
stores system wide in March 2020. Our stores began reopening in early May as
local guidelines allowed, and as of June 30, 2020, 1,490 of our stores were open
and operating, of which 1,451 were franchisee-owned stores and 39 were
corporate-owned stores. As COVID-19 continues to impact areas in which our
stores operate, certain of our stores have had to re-close, and additional
stores may have to re-close, pursuant to local guidelines. As previously
announced, members will not be charged membership dues while our stores are
closed and will be credited for any membership dues paid for periods when our
stores were closed. We have experienced and continue to expect to experience
decreased new store development and remodels, as well as decreased replacement
equipment sales for 2020 as a result of the COVID-19 pandemic.
We continue to reopen stores as local authorities issue guidelines authorizing
the reopening of fitness centers and we determine it is safe to do so. We have
recognized franchise revenue and corporate-owned store revenue associated with
any March membership dues collected prior to store closures as stores reopened,
and we continue to defer revenue for stores that have not yet opened. We may
have to defer further revenue in the future for stores that have been required
to re-close.
The duration of the COVID-19 pandemic and the extent of its impact on our
business cannot be reasonably estimated at this time. We anticipate that the
COVID-19 pandemic will continue to negatively impact our operating results in
future periods. As a result of COVID-19 we have experienced to date, and may
continue to experience, a decrease in our net membership base. We previously
withdrew our 2020 full-year guidance and are not providing updated guidance at
this time due to continued uncertainty around the duration and impact of
COVID-19.
We have taken the following actions to efficiently manage the business, as well
as increase liquidity and financial flexibility in order to mitigate the current
and anticipated future impact of the COVID-19 pandemic on our business:
•      Board of Director and Executive Compensation: The Company's Chief
       Executive Officer, President, Chief Financial and Chief Digital and
       Information Officers have significantly reduced their base salaries. In
       addition, the base salaries of other members of senior management were

reduced in graduated amounts. The Board of Directors has suspended payment

of the annual retainer to non-employee directors.

• Corporate-owned stores: We temporarily furloughed all employees except the

store manager at each corporate-owned store location while the store

remains closed. These employees are able to continue receiving benefits

from the Company during store closures.

• Corporate Office: Our corporate headquarters has begun a phased reopening,


       with certain employees continuing to work remotely to ensure their
       well-being.

• Credit Facility: We fully drew down our $75.0 million Variable Funding


       Notes to provide additional liquidity and flexibility.


•      Share Repurchase: We have suspended share repurchases to preserve
       liquidity and flexibility.



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• Tax benefit arrangement payments: We delayed the payment of the annual tax


       benefit arrangement payments, typically made in April, to the third
       quarter.

• Capital Expenditures: Capital expenditures may be deferred, including new

corporate-owned store openings and investments in existing corporate-owned

stores.




Although we expect the COVID-19 pandemic to continue to negatively impact the
Company's operations and cash flows, based on management's current expectations
and currently available information, the Company believes current cash and cash
from operations will be sufficient to meet its operating cash requirements,
planned capital expenditures and interest and principal payments for at least
the next twelve months.
Our segments
We operate and manage our business in three business segments: Franchise,
Corporate-owned stores and Equipment. Our Franchise segment includes operations
related to our franchising business in the United States, Puerto Rico, Canada,
the Dominican Republic, Panama, Mexico and Australia, including revenues and
expenses from the NAF. Our Corporate-owned stores segment includes operations
with respect to all corporate-owned stores throughout the United States and
Canada. The Equipment segment primarily includes the sale of equipment to our
United States franchisee-owned stores. We evaluate the performance of our
segments and allocate resources to them based on revenue and earnings before
interest, taxes, depreciation and amortization, referred to as Segment EBITDA.
Revenue and Segment EBITDA for all operating segments include only transactions
with unaffiliated customers and do not include intersegment transactions. The
tables below summarize the financial information for our segments for the three
and six months ended June 30, 2020 and 2019. "Corporate and other," as it
relates to Segment EBITDA, primarily includes corporate overhead costs, such as
payroll and related benefit costs and professional services that are not
directly attributable to any individual segment.
                                    Three months ended          Six months ended
                                         June 30,                   June 30,
(in thousands)                      2020         2019          2020          2019
Revenue
Franchise segment                $ 21,002     $  71,812     $  79,531     $ 137,574

Corporate-owned stores segment 9,419 39,695 49,935


 77,739
Equipment segment                   9,813        70,154        37,998       115,165
Total revenue                    $ 40,234     $ 181,661     $ 167,464     $ 330,478

Segment EBITDA
Franchise                        $  3,529     $  49,860     $  40,275     $  97,220
Corporate-owned stores             (6,342 )      18,137         5,665        33,706
Equipment                           1,311        16,772         7,677        27,179
Corporate and other                (8,285 )     (10,370 )     (17,031 )     (23,932 )
Total Segment EBITDA(1)          $ (9,787 )   $  74,399     $  36,586     $ 134,173



(1)  Total Segment EBITDA is equal to EBITDA, which is a metric that is not
     presented in accordance with U.S. GAAP. Refer to "-Non-GAAP financial

measures" for a definition of EBITDA and a reconciliation to net (loss)


     income, the most directly comparable U.S. GAAP measure.




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A reconciliation of income (loss) from operations to Segment EBITDA is set forth
below:
                                                   Corporate-owned                     Corporate and
(in thousands)                      Franchise          stores           Equipment          other            Total
Three months ended June 30, 2020
Income (loss) from operations      $    1,644     $       (13,776 )   $        49     $      (10,639 )   $ (22,722 )
Depreciation and amortization           1,965               7,262           1,262              2,519        13,008
Other (expense) income                    (80 )               172               -               (165 )         (73 )
Segment EBITDA(1)                  $    3,529     $        (6,342 )   $

1,311 $ (8,285 ) $ (9,787 )



Three months ended June 30, 2019
Income (loss) from operations      $   47,883     $        11,919     $    15,509     $      (10,045 )   $  65,266
Depreciation and amortization           1,977               6,023           1,260              1,317        10,577
Other income (expense)                      -                 195               3             (1,642 )      (1,444 )
Segment EBITDA(1)                  $   49,860     $        18,137     $    16,772     $      (10,370 )   $  74,399

Six months ended June 30, 2020
Income (loss) from operations      $   36,467     $        (8,097 )   $     5,152     $      (21,976 )   $  11,546
Depreciation and amortization           3,892              14,584           2,525              4,799        25,800
Other (expense) income                    (84 )              (822 )             -                146          (760 )
Segment EBITDA(1)                  $   40,275     $         5,665     $     7,677     $      (17,031 )   $  36,586

Six months ended June 30, 2019
Income (loss) from operations      $   93,249     $        21,571     $    24,656     $      (21,025 )   $ 118,451
Depreciation and amortization           3,973              11,736           2,520              2,255        20,484
Other (expense) income                     (2 )               399               3             (5,162 )      (4,762 )
Segment EBITDA(1)                  $   97,220     $        33,706     $

27,179 $ (23,932 ) $ 134,173





(1)  Total Segment EBITDA is equal to EBITDA, which is a metric that is not
     presented in accordance with U.S. GAAP. Refer to "-Non-GAAP Financial

Measures" for a definition of EBITDA and a reconciliation to net (loss)

income, the most directly comparable U.S. GAAP measure.




How we assess the performance of our business
In assessing the performance of our business, we consider a variety of
performance and financial measures. The key measures for determining how our
business is performing include the number of new store openings, same store
sales for both corporate-owned and franchisee-owned stores, system-wide sales,
EBITDA, Adjusted EBITDA, Segment EBITDA, Adjusted net (loss) income, and
Adjusted net (loss) income per share, diluted. See "-Non-GAAP financial
measures" below for our definition of EBITDA, Adjusted EBITDA, Adjusted net
(loss) income, and Adjusted net (loss) income per share, diluted and why we
present EBITDA, Adjusted EBITDA, Adjusted net (loss) income, and Adjusted net
(loss) income per share, diluted, and for a reconciliation of our EBITDA,
Adjusted EBITDA, and Adjusted net (loss) income to net (loss) income, the most
directly comparable financial measure calculated and presented in accordance
with U.S. GAAP, and a reconciliation of Adjusted net (loss) income per share,
diluted to net (loss) income per share, diluted, the most directly comparable
financial measure calculated and presented in accordance with U.S. GAAP.
Number of new store openings
The number of new store openings reflects stores opened during a particular
reporting period for both corporate-owned and franchisee-owned stores. Opening
new stores is an important part of our growth strategy and we expect the
majority of our future new stores will be franchisee-owned. Before we obtain the
certificate of occupancy or report any revenue for new corporate-owned stores,
we incur pre-opening costs, such as rent expense, labor expense and other
operating expenses. Some of our stores open with an initial start-up period of
higher than normal marketing and operating expenses, particularly as a
percentage of monthly revenue. New stores may not be profitable and their
revenue may not follow historical patterns.

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The following table shows the change in our corporate-owned and franchisee-owned store base for the three and six months ended June 30, 2020 and 2019:


                                            Three months ended June 30,        Six months ended June 30,
                                              2020               2019            2020             2019
Franchisee-owned stores:
Stores operated at beginning of period         1,940               1,730          1,903            1,666
New stores opened                                 21                  53             59              118
Stores debranded, sold or
consolidated(1)                                   (1 )                (4 )           (2 )             (5 )
Stores operated at end of period(2)            1,960               1,779          1,960            1,779

Corporate-owned stores:
Stores operated at beginning of period            99                  76             98               76
New stores opened                                  -                   -              1                -
Stores acquired from franchisees                   -                   4              -                4
Stores operated at end of period(2)               99                  80             99               80

Total stores:
Stores operated at beginning of period         2,039               1,806          2,001            1,742
New stores opened                                 21                  53             60              118
Stores acquired, debranded, sold or
consolidated(1)                                   (1 )                 -             (2 )             (1 )
Stores operated at end of period(2)            2,059               1,859          2,059            1,859

(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.

(2) The "stores operated" includes stores that have closed temporarily related

to the COVID-19 pandemic. All stores were closed in March 2020 in response

to COVID-19, and as of June 30, 2020, 1,490 were re-opened and operating, of

which 1,451 were franchisee-owned stores and 39 were corporate-owned stores.




Same store sales
Same store sales refers to year-over-year sales comparisons for the same store
sales base of both corporate-owned and franchisee-owned stores. We define the
same store sales base to include those stores that have been open and for which
monthly membership dues have been billed for longer than 12 months. We measure
same store sales based solely upon monthly dues billed to members of our
corporate-owned and franchisee-owned stores.
Several factors affect our same store sales in any given period, including the
following:
• the number of stores that have been in operation for more than 12 months;

• the percentage mix and pricing of PF Black Card and standard memberships in

any period;

• growth in total net memberships per store;

• consumer recognition of our brand and our ability to respond to changing

consumer preferences;

• overall economic trends, particularly those related to consumer spending;




•     our and our franchisees' ability to operate stores effectively and
      efficiently to meet consumer expectations;

• marketing and promotional efforts;

• local competition;

• trade area dynamics; and

• opening of new stores in the vicinity of existing locations.




Consistent with common industry practice, we present same store sales as
compared to the same period in the prior year and which is calculated for a
given period by including only sales from stores that had sales in the
comparable months of both years. Same store sales of our international stores
are calculated on a constant currency basis, meaning that we translate the
current year's same store sales of our international stores at the same exchange
rates used in the prior year. Since opening new stores will be a significant
component of our revenue growth, same store sales is only one measure of how we
evaluate our performance.

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Stores acquired from or sold to franchisees are removed from the
franchisee-owned or corporate-owned same store sales base, as applicable, upon
the ownership change and for the 12 months following the date of the ownership
change. These stores are included in the corporate-owned or franchisee-owned
same store sales base, as applicable, following the 12th month after the
acquisition or sale. These stores remain in the system-wide same store sales
base in all periods.
As a result of the closure of all of our stores due to COVID-19 in March 2020, a
majority of stores remained closed for a portion of the three and six months
ended June 30, 2020. Because less than 50% of our stores in the same store sales
base had membership billings in all of the months included in the three and six
months ending June 30, 2020, we are not providing same store sales comparisons
for these periods.
The following table shows our same store sales for the three and six months
ended June 30, 2020 and 2019:
                                       Three months ended June 30,       Six months ended June 30,
                                         2020             2019            2020             2019
Same store sales data
Same store sales growth:
Franchisee-owned stores                       NC               9.0 %           NC              9.6 %
Corporate-owned stores                        NC               5.8 %           NC              6.9 %
Total stores                                  NC               8.8 %           NC              9.5 %
Number of stores in same store
sales base:
Franchisee-owned stores                       NC             1,522             NC            1,522
Corporate-owned stores                        NC                68             NC               68
Total stores                                  NC             1,598             NC            1,598



Total monthly dues and annual fees from members (system-wide sales)
We define system-wide sales as total monthly dues and annual fees billed by us
and our franchisees. System-wide sales is an operating measure that includes
sales by franchisees that are not revenue realized by the Company in accordance
with GAAP, as well as sales by our corporate-owned stores. While we do not
record sales by franchisees as revenue, and such sales are not included in our
consolidated financial statements, we believe that this operating measure aids
in understanding how we derive royalty revenue and is important in evaluating
our performance. We review the total amount of dues we collect from our members
on a monthly basis, which allows us to assess changes in the performance of our
corporate-owned and franchisee-owned stores from period to period, any
competitive pressures, local or regional membership traffic patterns and general
market conditions that might impact our store performance. We collect monthly
dues on or around the 17th of every month. We collect annual fees once per year
from each member based upon when the member signed his or her membership
agreement. System-wide sales were $86 million and $851 million, during the three
months ended June 30, 2020 and 2019, respectively, and $1,002 million and $1,649
million during the six months ended June 30, 2020 and 2019, respectively.

Non-GAAP financial measures
We refer to EBITDA and Adjusted EBITDA as we use these measures to evaluate our
operating performance and we believe these measures provide useful information
to investors in evaluating our performance. EBITDA and Adjusted EBITDA as
presented in this Quarterly Report on Form 10-Q are supplemental measures of our
performance that are neither required by, nor presented in accordance with U.S.
GAAP. EBITDA and Adjusted EBITDA should not be considered as substitutes for
U.S. GAAP metrics such as net (loss) income or any other performance measures
derived in accordance with U.S. GAAP. Also, in the future we may incur expenses
or charges such as those used to calculate Adjusted EBITDA. Our presentation of
EBITDA and Adjusted EBITDA should not be construed as an inference that our
future results will be unaffected by unusual or nonrecurring items. We have also
disclosed Segment EBITDA as an important financial metric utilized by the
Company to evaluate performance and allocate resources to segments in accordance
with ASC 280, Segment Reporting. As part of such disclosure in "Our Segments"
within Management's Discussion and Analysis of Financial Condition and Results
of Operations, the Company has provided a reconciliation from income from
operations to Total Segment EBITDA, which is equal to the Non-GAAP financial
metric EBITDA.
We define EBITDA as net (loss) income before interest, taxes, depreciation and
amortization. We believe that EBITDA, which eliminates the impact of certain
expenses that we do not believe reflect our underlying business performance,
provides useful information to investors to assess the performance of our
segments as well as the business as a whole. Our board of directors also uses
EBITDA as a key metric to assess the performance of management. We define
Adjusted EBITDA as net (loss) income before interest, taxes, depreciation and
amortization, adjusted for the impact of certain additional non-cash and other
items that we do not consider in our evaluation of ongoing performance of the
Company's core operations. These items include certain purchase accounting
adjustments, stock offering-related costs, and certain other charges and gains.
We believe that Adjusted EBITDA is an

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appropriate measure of operating performance in addition to EBITDA because it
eliminates the impact of other items that we believe reduce the comparability of
our underlying core business performance from period to period and is therefore
useful to our investors in comparing the core performance of our business from
period to period.
A reconciliation of net (loss) income to EBITDA and Adjusted EBITDA is set forth
below for the three and six months ended June 30, 2020 and 2019:
                                          Three months ended June 30,          Six months ended June 30,
                                            2020                2019              2020              2019
(in thousands)
Net (loss) income                     $      (31,985 )     $     39,827     $     (21,602 )     $   71,466
Interest income                                 (359 )           (1,979 )          (2,286 )         (3,777 )
Interest expense                              20,467             14,636            40,708           29,385
(Benefit) provision for income
taxes                                        (10,918 )           11,338            (6,034 )         16,615
Depreciation and amortization                 13,008             10,577            25,800           20,484
EBITDA                                $       (9,787 )     $     74,399     $      36,586       $  134,173
Purchase accounting
adjustments-revenue(1)                            79                176               146              249
Purchase accounting
adjustments-rent(2)                              129                117               271              240
Severance costs(3)                               159                  -               159                -
Pre-opening costs(4)                             154                194               515              195
Tax benefit arrangement
remeasurement(5)                                   -              1,479              (502 )          4,852
Other(6)                                           -                145                93              159
Adjusted EBITDA                       $       (9,266 )     $     76,510

$      37,268       $  139,868

(1) Represents the impact of revenue-related purchase accounting adjustments

associated with the 2012 Acquisition. At the time of the 2012 Acquisition,

the Company maintained a deferred revenue account, which consisted of

deferred ADA fees, deferred franchise fees, and deferred enrollment fees

that the Company billed and collected up front but recognizes for U.S. GAAP

purposes at a later date. In connection with the 2012 Acquisition, it was

determined that the carrying amount of deferred revenue was greater than

the fair value assessed in accordance with ASC 805-Business Combinations,

which resulted in a write-down of the carrying value of the deferred

revenue balance upon application of acquisition push-down accounting under

ASC 805. These amounts represent the additional revenue that would have

been recognized in these periods if the write-down to deferred revenue had

not occurred in connection with the application of acquisition pushdown

accounting.

(2) Represents the impact of rent-related purchase accounting adjustments. In

accordance with guidance in ASC 805 - Business Combinations, in connection

with the 2012 Acquisition, the Company's deferred rent liability was

required to be written off as of the acquisition date and rent was recorded

on a straight-line basis from the acquisition date through the end of the

lease term. This resulted in higher overall recorded rent expense each

period than would have otherwise been recorded had the deferred rent

liability not been written off as a result of the acquisition push down

accounting applied in accordance with ASC 805. Adjustments of $41, $44,

$82, and $88 in the three and six months ended June 30, 2020 and 2019,

respectively, reflect the difference between the higher rent expense

recorded in accordance with U.S. GAAP since the acquisition and the rent

expense that would have been recorded had the 2012 Acquisition not

occurred. Adjustments of $88, $73, $189, and $152 in the three and six

months ended June 30, 2020 and 2019, respectively, are due to the

amortization of favorable and unfavorable leases. All of the rent related

purchase accounting adjustments are adjustments to rent expense which is

included in store operations on our consolidated statements of operations.

(3) Represents severance expense recorded in connection with an equity award

modification.

(4) Represents costs associated with new corporate-owned stores incurred prior

to the store opening, including payroll-related costs, rent and occupancy

expenses, marketing and other store operating supply expenses.

(5) Represents gains and losses related to the adjustment of our tax benefit

arrangements primarily due to changes in our effective tax rate.

(6) Represents certain other charges and gains that we do not believe reflect


      our underlying business performance.



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Our presentation of Adjusted net (loss) income and Adjusted net (loss) income
per share, diluted, assumes that all net (loss) income is attributable to Planet
Fitness, Inc., which assumes the full exchange of all outstanding Holdings Units
for shares of Class A common stock of Planet Fitness, Inc., adjusted for certain
non-recurring items that we do not believe directly reflect our core operations.
Adjusted net (loss) income per share, diluted, is calculated by dividing
Adjusted net (loss) income by the total shares of Class A common stock
outstanding plus any dilutive options and restricted stock units as calculated
in accordance with U.S. GAAP and assuming the full exchange of all outstanding
Holdings Units and corresponding Class B common stock as of the beginning of
each period presented. Adjusted net (loss) income and Adjusted net (loss) income
per share, diluted, are supplemental measures of operating performance that do
not represent, and should not be considered, alternatives to net (loss) income
and earnings per share, as calculated in accordance with U.S. GAAP. We believe
Adjusted net (loss) income and Adjusted net (loss) income per share, diluted,
supplement U.S. GAAP measures and enable us to more effectively evaluate our
performance period-over-period. A reconciliation of Adjusted net (loss) income
to net (loss) income, the most directly comparable U.S. GAAP measure, and the
computation of Adjusted net (loss) income per share, diluted, are set forth
below.
                                           Three months ended June 30,            Six months ended June 30,
(in thousands, except per share
amounts)                                     2020                2019               2020              2019
Net (loss) income                     $       (31,985 )     $      39,827     $     (21,602 )     $    71,466
(Benefit) provision for income
taxes, as reported                            (10,918 )            11,338            (6,034 )          16,615
Purchase accounting
adjustments-revenue(1)                             79                 176               146               249
Purchase accounting
adjustments-rent(2)                               129                 117               271               240
Severance costs(3)                                159                   -               159                 -
Pre-opening costs(4)                              154                 194               515               195
Tax benefit arrangement
remeasurement(5)                                    -               1,479              (502 )           4,852
Other(6)                                            -                 145                93               159
Purchase accounting amortization(7)             4,211               4,009             8,424             8,008
Adjusted (loss) income before
income taxes                          $       (38,171 )     $      57,285     $     (18,530 )     $   101,784
Adjusted income tax (benefit)
expense(8)                                    (10,230 )            15,238            (4,966 )          27,075
Adjusted net (loss) income            $       (27,941 )     $      42,047

$ (13,564 ) $ 74,709



Adjusted net (loss) income per
share, diluted                        $         (0.32 )     $        0.45

$ (0.16 ) $ 0.80



Adjusted weighted-average shares
outstanding(9)                                 86,467              93,420            86,671            93,549