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Planet Fitness, Inc.

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

PLNT$60.31+0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-09.

0001637207-25-000058

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001637207-25-000070

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 120 previous paragraphs and 164 current paragraphs.

80 unchanged; 36 reworded; 41 added; 3 removed; 1 previous and 7 current paragraphs rearranged.

Tables are not compared: 9 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (41)

Current report

(4) Represents lease termination costs, impairment charges, and loss on disposal of property and equipment from the closure of our Florida Corporate Support Center located in Orlando, Florida.

Current report

(4) Represents lease termination costs, impairment charges, and loss on disposal of property and equipment from the closure of our Florida Corporate Support Center located in Orlando, Florida.

Current report

(7) Represents the write-off of deferred financing costs associated with the repayment of the 2018-1 Class A-2-II notes prior to the anticipated repayment date.

Current report

Franchise revenue was $96.9 million for the three months ended June 30, 2025, compared to $87.7 million for the three months ended June 30, 2024, an increase of $9.2 million, or 10.5%. Included in franchise revenue are the following:

Current report

Cost of revenue, which primarily relates to our equipment segment, was $59.4 million for the three months ended June 30, 2025, compared to $51.9 million for the three months ended June 30, 2024, an increase of $7.5 million, or 14.4%. This increase was primarily attributable to higher equipment sales to existing franchisee-owned clubs and lower costs associated with the sale of HVAC units to franchisees, as described above.

Current report

Selling, general and administrative expenses were $35.5 million for the three months ended June 30, 2025, compared to $31.6 million for the three months ended June 30, 2024, an increase of $3.9 million, or 12.3%. This increase was primarily attributable to $3.8 million of higher payroll costs, of which $1.6 million was related to stock-based compensation expense.

Current report

Other gains (losses), net was a $4.9 million loss for the three months ended June 30, 2025, compared to a $0.1 million gain for the three months ended June 30, 2024. This increase in other losses was primarily attributable to the Company’s allowance for expected credit losses on its held-to-maturity debt security and the closure of its Florida Corporate Support Center located in Orlando, Florida.

Current report

Interest income was $5.7 million for the three months ended June 30, 2025, compared to $5.6 million for the three months ended June 30, 2024, an increase of $0.1 million, or 1.3%.

Current report

Other income, net was $1.9 million for the three months ended June 30, 2025, compared to $1.0 million for the three months ended June 30, 2024.

Current report

Corporate-owned clubs Segment EBITDA was $56.6 million for the three months ended June 30, 2025, compared to $49.6 million for the three months ended June 30, 2024, an increase of $7.0 million, or 14.2%. This increase was primarily attributable to $5.8 million from the corporate-owned same clubs sales increase of 7.0% and $1.5 million of lower selling, general and administrative expenses. This increase was partially offset by $1.0 million of lower Adjusted EBITDA from the eight clubs open and operating in Spain, all of which are yet to be included in the same club sales base.

Current report

Comparison of the six months ended June 30, 2025 and six months ended June 30, 2024

Current report

Total revenue was $617.5 million for the six months ended June 30, 2025, compared to $549.0 million for six months ended June 30, 2024, an increase of $68.6 million, or 12.5%.

Current report

Franchise segment revenue was $234.8 million for the six months ended June 30, 2025, compared to $211.8 million for six months ended June 30, 2024, an increase of $23.0 million, or 10.9%.

Current report

Franchise revenue was $190.1 million for the six months ended June 30, 2025, compared to $171.9 million for the six months ended June 30, 2024, an increase of $18.2 million, or 10.6%. Included in franchise revenue are the following:

Current report

National advertising fund revenue was $44.7 million for the six months ended June 30, 2025, compared to $39.9 million for the six months ended June 30, 2024, an increase of $4.8 million, or 12.1%. This increase was primarily attributable to $3.6 million from higher same club sales and new clubs opened since January 1, 2024 and $1.3 million from the collection of national advertising fund revenue on annual fees billed to new members.

Current report

Corporate-owned clubs segment revenue was $272.7 million for the six months ended June 30, 2025, compared to $247.8 million for the six months ended June 30, 2024, an increase of $24.8 million, or 10.0%. This increase was primarily attributable to $14.6 million from the corporate-owned clubs in the same club sales base, of which $10.2 million was attributable to a same club sales increase of 6.1%, $2.3 million was attributable to higher annual fee revenue and $2.1 million was attributable to other fees. Additionally, $10.2 million was from new clubs opened since January 1, 2024 before moving into the same club sales base.

Current report

Equipment segment revenue was $110.0 million for the six months ended June 30, 2025, compared to $89.3 million for the six months ended June 30, 2024, an increase of $20.7 million, or 23.2%. This increase was primarily attributable to $23.2 million of higher revenue from equipment sales to existing franchisee-owned clubs, partially offset by $2.5 million of lower revenue from equipment sales to new franchisee-owned clubs. In the six months ended June 30, 2025, we had equipment sales to 29 new franchisee-owned clubs compared to 32 in the six months ended June 30, 2024.

Current report

Club operations expense, which relates to our corporate-owned clubs segment, was $159.1 million for the six months ended June 30, 2025, compared to $144.5 million for the six months ended June 30, 2024, an increase of $14.6 million, or 10.1%. This increase was primarily attributable to $4.1 million from clubs included in our same club sales base as a result of higher payroll, rent and occupancy, and other operational expenses and $10.5 million from new clubs opened since January 1, 2024 before moving into the same club sales base, of which $4.0 million was attributable to the eight clubs open and operating in Spain.

Current report

Other losses, net was $3.7 million for the six months ended June 30, 2025, compared to $0.4 million for the six months ended June 30, 2024. This increase was primarily attributable to the Company’s allowance for expected credit losses on its held-to-maturity debt security and closure of its Florida Corporate Support Center located in Orlando, Florida.

Current report

Interest expense was $52.4 million for the six months ended June 30, 2025, compared to $46.0 million for the six months ended June 30, 2024, an increase of $6.4 million, or 13.9%. This increase was primarily attributable to a higher principal balance and blended interest rate on our indebtedness related to the issuance of the Company’s fixed rate senior secured notes in June 2024, partially offset from the write-off of deferred financing costs associated with the prepayment of the Company’s fixed rate senior secured notes issued August 2018, in the prior year period.

Current report

Other income, net was $2.2 million for the six months ended June 30, 2025, compared to $1.7 million for the six months ended June 30, 2024.

Current report

Income tax expense was $41.1 million for the six months ended June 30, 2025, compared to $33.3 million for the six months ended June 30, 2024, an increase of $7.8 million, or 23.6%. This increase is primarily attributable to our higher income before taxes in the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, as well as changes in our effective tax rate.

Current report

Franchise Segment Adjusted EBITDA was $171.4 million for the six months ended June 30, 2025, compared to $153.6 million for the six months ended June 30, 2024, an increase of $17.8 million, or 11.6%. This increase was primarily attributable to higher franchise and NAF revenue of $18.2 million and $4.8 million, respectively, as described above, and higher other income, net of $0.9 million, partially offset by $4.8 million of higher NAF expense and $1.4 million of higher selling, general and administrative expense.

Current report

Corporate-owned clubs Segment Adjusted EBITDA was $102.4 million for the six months ended June 30, 2025, compared to $92.0 million for the six months ended June 30, 2024, an increase of $10.5 million, or 11.4%. This increase was primarily attributable to $10.1 million from the corporate-owned same club sales increase of 6.1%, $1.4 million from new clubs opened since January 1, 2024 before moving into the same club sales base and $1.4 million of lower selling, general and administrative expenses. This increase was partially offset by $2.2 million of lower Adjusted EBITDA from the eight clubs open and operating in Spain, all of which are yet to be included in the same club sales base.

Current report

Net cash provided by operating activities of $167.9 million for the six months ended June 30, 2024 was primarily attributable to $84.3 million of net income and $113.7 million of adjustments to reconcile net income to net cash provided by operating activities, primarily consisting of depreciation and amortization, deferred tax expense, stock-based compensation expense, amortization of deferred financing costs, loss on extinguishment of debt and other adjustments, partially offset by a $30.0 million working capital cash outflow. The working capital cash outflow was primarily attributable to a decrease in the tax benefit arrangement liability as a result of payments made during the period, an increase in restricted assets for the NAF, and an increase in other assets and other current assets primarily from other receivables and general prepaid expenses. The working capital cash outflow was partially offset by an increase in deferred revenue primarily from increased annual fee revenue.

Showing the first 40 of 41 passages. Open the source sections for the rest.

Removed paragraphs (3)

Previous report

Other (gains) losses, net was a $1.2 million gain for the three months ended March 31, 2025, compared to a $0.5 million loss for the three months ended March 31, 2024, a decrease of $1.7 million, or 355.6%. The gain in 2025 was primarily the result of a gain on insurance proceeds received in the current period.

Previous report

Other income, net was $0.3 million for the three months ended March 31, 2025, compared to $0.6 million for the three months ended March 31, 2024.

Previous report

Corporate-owned clubs Segment Adjusted EBITDA was $45.8 million in the three months ended March 31, 2025, compared to $42.4 million in the three months ended March 31, 2024, an increase of $3.5 million, or 8.1%. This increase was primarily attributable to $4.3 million from the corporate-owned same clubs sales increase of 5.1% and $0.5 million from new clubs opened since January 1, 2024 before they move into the same club sales base, partially offset by $1.2 million from the opening and operating of seven clubs in Spain.
Reworded paragraphs (36)

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2025 and the related notes included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements as of and for the year ended December 31, 2024 and the related notes contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2025. 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.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited interim condensed consolidated financial statements as of and for the three and six months ended June 30, 2025 and the related notes included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements as of and for the year ended December 31, 2024 and the related notes contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2025. 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.

Previous wording

As of March 31, 2025, we had approximately 20.6 million members and 2,741 clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain. Of our 2,741 clubs, 2,461 are franchised and 280 are corporate-owned.

Current wording

As of June 30, 2025, we had approximately 20.8 million members and 2,762 clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain. Of our 2,762 clubs, 2,479 are franchised and 283 are corporate-owned.

Previous wording

As of March 31, 2025, we had contractual commitments to open approximately 900 new clubs.

Current wording

As of June 30, 2025, we had contractual commitments to open approximately 850 new clubs.

Previous wording

Clubs acquired from or sold to franchisees are removed from the franchisee-owned or corporate-owned same club sales base, as applicable, upon the ownership change and for the 12 months following the date of the ownership change. These clubs are included in the corporate-owned or franchisee-owned same club sales base, as applicable, following the twelfth month after the acquisition or sale. These clubs remain in the system-wide same club sales base in all periods. The following table shows our same club sales:

Current wording

Clubs acquired from or sold to franchisees are removed from the franchisee-owned or corporate-owned same club sales base, as applicable, upon the ownership change and for the 12 months following the date of the ownership change. These clubs are included in the corporate-owned or franchisee-owned same club sales base, as applicable, beginning in the 13th month after the acquisition or sale. These clubs remain in the system-wide same club sales base in all periods. The following table shows our same club sales:

Previous wording

We review the total amount of dues we bill to our members on a monthly basis, which allows us to assess changes in the performance of our corporate-owned and franchisee-owned clubs from period to period, any competitive pressures, local or regional membership traffic patterns and general market conditions that might impact our club performance. System-wide sales is an operating measure that includes monthly membership dues and annual fee billings by franchisees that are not revenue realized by the Company in accordance with GAAP, as well as monthly membership dues and annual fee billings by the Company’s corporate-owned clubs. While the Company does not record sales by franchisees as revenue, and such sales are not included in the Company’s consolidated financial statements, the Company believes that this operating measure aids in understanding how the Company derives its royalty revenue and is important in evaluating its performance. We typically bill monthly dues on or around the 17 th of every month and bill annual fees once per year to each member based upon when the member signed their membership agreement. System-wide sales were $1.3 billion and $1.2 billion during the three months ended March 31, 2025 and 2024, respectively.

Current wording

We review the total amount of dues we bill to our members on a monthly basis, which allows us to assess changes in the performance of our corporate-owned and franchisee-owned clubs from period to period, any competitive pressures, local or regional membership traffic patterns and general market conditions that might impact our club performance. System-wide sales is an operating measure that includes monthly membership dues and annual fee billings by franchisees that are not revenue realized by the Company in accordance with GAAP, as well as monthly membership dues and annual fee billings by the Company’s corporate-owned clubs. While the Company does not record sales by franchisees as revenue, and such sales are not included in the Company’s consolidated financial statements, the Company believes that this operating measure aids in understanding how the Company derives its royalty revenue and is important in evaluating its performance. We typically bill monthly dues on or around the 17 th of every month and bill annual fees once per year to each member based upon when the member signed their membership agreement. System-wide sales were $1.4 billion and $1.2 billion during the three months ended June 30, 2025 and 2024, respectively, and $2.7 billion and $2.5 billion for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

(1) Represents severance related expenses recorded in connection with a reduction in force during the three months ended March 31, 2025 and 2024, respectively.

Current wording

(1) Represents severance related expenses recorded in connection with a reduction in force during the six months ended June 30, 2025 and 2024.

Previous wording

(5) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our consolidated statements of operations.

Current wording

(6) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our condensed consolidated statements of operations.

Previous wording

(1) Represents severance related expenses recorded in connection with a reduction in force during the three months ended March 31, 2025 and 2024, respectively.

Current wording

(1) Represents severance related expenses recorded in connection with a reduction in force during the six months ended June 30, 2025 and 2024.

Previous wording

(5) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our consolidated statements of operations.

Current wording

(6) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our condensed consolidated statements of operations.

Previous wording

(7)Includes $3.1 million of amortization of intangible assets recorded in connection with the 2012 Acquisition, other than favorable leases, for the three months ended March 31, 2024, and $9.2 million and $9.7 million of amortization of intangible assets created in connection with historical acquisitions of franchisee-owned clubs for the three months ended March 31, 2025 and 2024, respectively. The adjustment represents the amount of actual non-cash amortization expense recorded, in accordance with GAAP, in each period.

Current wording

(9)Includes $3.1 million and $6.2 million for the three and six months ended June 30, 2024, respectively, of amortization for intangible assets recorded in connection with the 2012 Acquisition, other than favorable leases. During the fourth quarter of 2024, the intangible assets recorded in connection with the 2012 Acquisition became fully amortized. Also includes $9.2 million and $9.7 million for the three months ended June 30, 2025 and 2024, respectively, and $18.4 million and $19.3 million for the six months ended June 30, 2025 and 2024, respectively, of amortization for intangible assets created in connection with historical acquisitions of franchisee-owned clubs. The adjustment represents the amount of actual non-cash amortization expense recorded, in accordance with GAAP, in each period.

Previous wording

(8)Represents corporate income taxes at an assumed effective tax rate of 25.9% and 25.8% for the three months ended March 31, 2025 and 2024, respectively, applied to adjusted income before income taxes.

Current wording

(10)Represents corporate income taxes at an assumed effective tax rate of 25.9% for both the three and six months ended June 30, 2025 and 25.8% for both the three and six months ended June 30, 2024 applied to adjusted income before income taxes.

Previous wording

(9)Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc.

Current wording

(11)Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc.

Previous wording

(4)Represents corporate income taxes at an assumed effective tax rate of 25.9% and 25.8% for the three months ended March 31, 2025 and 2024, respectively, applied to adjusted income before income taxes.

Current wording

(4)Represents corporate income taxes at an assumed effective tax rate of 25.9% for both the three and six months ended June 30, 2025 and 25.8% for both the three and six months ended June 30, 2024 applied to adjusted income before income taxes.

Previous wording

Total revenue was $276.7 million for the three months ended March 31, 2025, compared to $248.0 million for three months ended March 31, 2024, an increase of $28.6 million, or 11.5%.

Current wording

Total revenue was $340.9 million for the three months ended June 30, 2025, compared to $300.9 million for three months ended June 30, 2024, an increase of $39.9 million, or 13.3%.

Previous wording

Franchise segment revenue was $115.2 million for the three months ended March 31, 2025, compared to $104.0 million for three months ended March 31, 2024, an increase of $11.2 million, or 10.7%.

Current wording

Franchise segment revenue was $119.7 million for the three months ended June 30, 2025, compared to $107.8 million for three months ended June 30, 2024, an increase of $11.9 million, or 11.0%.

Previous wording

National advertising fund revenue was $21.9 million for the three months ended March 31, 2025, compared to $19.8 million for the three months ended March 31, 2024, an increase of $2.2 million, or 10.9%. This increase was attributable to $2.2 million from higher same club sales and new clubs opened since January 1, 2024.

Current wording

National advertising fund revenue was $22.8 million for the three months ended June 30, 2025, compared to $20.1 million for the three months ended June 30, 2024, an increase of $2.7 million, or 13.3%. This increase was primarily attributable to $2.0 million from higher same club sales and new clubs opened since April 1, 2024 and $0.7 million from the collection of national advertising fund revenue on annual fees billed to members.

Previous wording

Corporate-owned clubs segment revenue was $133.7 million for the three months ended March 31, 2025, compared to $122.4 million for the three months ended March 31, 2024, an increase of $11.3 million, or 9.2%. This increase was primarily attributable to $6.7 million from the corporate-owned clubs in the same club sales base, of which $4.8 million was attributable to a same club sales increase of 5.1%, $1.5 million was attributable to annual fee revenue and $0.4 million was attributable to other fees. Additionally, $4.6 million was from new clubs opened since January 1, 2024 before they move into the same club sales base.

Current wording

Corporate-owned clubs segment revenue was $139.0 million for the three months ended June 30, 2025, compared to $125.5 million for the three months ended June 30, 2024, an increase of $13.5 million, or 10.8%. This increase was primarily attributable to $8.1 million from the corporate-owned clubs included in the same club sales base, of which $5.6 million was attributable to a same club sales increase of 7.0%, $0.8 million was attributable to higher annual fee revenue and $1.7 million was attributable to other fees. Additionally, $5.4 million was from new clubs opened since April 1, 2024 before moving into the same club sales base.

Previous wording

Equipment segment revenue was $27.8 million for the three months ended March 31, 2025, compared to $21.6 million for the three months ended March 31, 2024, an increase of $6.2 million, or 28.7%. This increase was primarily attributable to $8.9 million of higher revenue from equipment sales to existing franchisee-owned clubs, partially offset by $2.7 million of lower revenue from equipment sales to new franchisee-owned clubs. In the three months ended March 31, 2025, we had equipment sales to 10 new franchisee-owned clubs compared to 14 in the same period last year.

Current wording

Equipment segment revenue was $82.2 million for the three months ended June 30, 2025, compared to $67.7 million for the three months ended June 30, 2024, an increase of $14.5 million, or 21.5%. This increase was primarily attributable to $14.3 million of higher revenue from equipment sales to existing franchisee-owned clubs and $0.3 million of higher revenue from equipment sales to new franchisee-owned clubs. In the three months ended June 30, 2025, we had equipment sales to 19 new franchisee-owned clubs compared to 18 in the same period last year.

Previous wording

Club operations expense, which relates to our Corporate-owned clubs segment, was $81.7 million for the three months ended March 31, 2025, compared to $74.4 million for the three months ended March 31, 2024, an increase of $7.3 million, or 9.9%. This increase was primarily attributable to $2.3 million from clubs included in our same club sales base as a result of higher rent and occupancy, payroll, and operational expenses and $5.0 million from new clubs opened since January 1, 2024 before they move into the same club sales base, of which $1.7 million was attributable to the opening and operating of seven clubs in Spain.

Current wording

Club operations expense, which relates to our corporate-owned clubs segment, was $77.4 million for the three months ended June 30, 2025, compared to $70.2 million for the three months ended June 30, 2024, an increase of $7.3 million, or 10.4%. This increase was primarily attributable to $1.9 million from clubs included in our same club sales base as a result of higher payroll, rent and occupancy related expenses and $5.4 million from new clubs opened since April 1, 2024 before moving into the same club sales base, of which $2.3 million was attributable to the eight clubs open and operating in Spain.

Previous wording

Depreciation and amortization expense was $38.3 million for the three months ended March 31, 2025, compared to $39.4 million for the three months ended March 31, 2024, a decrease of $1.1 million, or 2.8%. This decrease was primarily attributable to a decrease in amortization expense as a result of certain intangible assets becoming fully amortized during the fourth quarter of 2024, partially offset by an increase in depreciation expense primarily from new clubs opened since January 1, 2024.

Current wording

Depreciation and amortization expense was $38.4 million for the three months ended June 30, 2025, compared to $39.8 million for the three months ended June 30, 2024, a decrease of $1.4 million, or 3.5%. This decrease was primarily attributable to a decrease in amortization expense as a result of certain intangible assets becoming fully amortized during the fourth quarter of 2024, partially offset by an increase in depreciation expense primarily from new clubs opened since April 1, 2024.

Previous wording

Interest expense was $26.2 million for the three months ended March 31, 2025, compared to $21.4 million for the three months ended March 31, 2024, an increase of $4.8 million, or 22.2%. This increase was primarily from a higher principal balance and blended interest rate on our indebtedness related to the issuance of the 2024 Notes in June 2024.

Current wording

Interest expense was $26.2 million for the three months ended June 30, 2025, compared to $24.5 million for the three months ended June 30, 2024, an increase of $1.6 million, or 6.7%. This increase was primarily attributable to a higher principal balance and blended interest rate on our indebtedness related to the issuance of the Company’s fixed rate senior secured notes in June 2024, partially offset by the write-off of deferred financing costs associated with the prepayment of the Company’s fixed rate senior secured notes issued in August 2018, in the prior year period.

Previous wording

Income tax expense was $16.2 million for the three months ended March 31, 2025, compared to $14.3 million for the three months ended March 31, 2024, an increase of $1.9 million, or 13.2%. This increase is primarily attributable to our higher income before taxes in the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Current wording

Income tax expense was $24.9 million for the three months ended June 30, 2025, compared to $19.0 million for the three months ended June 30, 2024, an increase of $6.0 million, or 31.4%. This increase is primarily attributable to our higher income before taxes in the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, as well as a higher effective tax rate.

Previous wording

The Company’s effective tax rate was 27.4% for the three months ended March 31, 2025, compared to 28.4% in the prior year period. The decrease in the effective income tax rate was primarily due to remeasurement of deferred tax assets in the three months ended March 31, 2024.

Current wording

The Company’s effective tax rate was 29.7% for the three months ended June 30, 2025, compared to 27.3% in the prior year period. The increase in the effective income tax rate was primarily due to non-deductible compensation and remeasurement of deferred tax assets.

Previous wording

Franchise Segment Adjusted EBITDA was $84.9 million in the three months ended March 31, 2025, compared to $76.1 million in the three months ended March 31, 2024, an increase of $8.7 million, or 11.5%. This increase was primarily attributable to higher franchise and NAF revenue of $9.0 million and $2.2 million, respectively, partially offset by $2.2 million of higher NAF expense and $0.4 million of higher selling, general and administrative expense.

Current wording

Franchise Segment Adjusted EBITDA was $86.5 million for the three months ended June 30, 2025, compared to $77.5 million for the three months ended June 30, 2024, an increase of $9.0 million, or 11.7%. This increase was primarily attributable to higher franchise and NAF revenue of $9.2 million and $2.7 million, respectively, as described above, partially offset by $2.7 million of higher NAF expense.

Previous wording

Equipment Segment Adjusted EBITDA was $7.4 million in the three months ended March 31, 2025, compared to $4.8 million in the three months ended March 31, 2024, an increase of $2.6 million, or 55.1%. This increase was primarily driven by higher replacement equipment sales to franchisee-owned clubs, as described above, and higher margin equipment sales related to an updated equipment mix as a result of the adoption of the franchise growth model.

Current wording

Equipment Segment EBITDA was $26.4 million for the three months ended June 30, 2025, compared to $18.6 million for the three months ended June 30, 2024, an increase of $7.9 million, or 42.3%. This increase was primarily attributable to higher equipment sales to new and existing franchisee-owned clubs, as described above, and higher margin equipment sales related to an updated equipment mix as a result of the adoption of the franchise growth model.

Previous wording

Franchise revenue was $93.2 million for the three months ended March 31, 2025, compared to $84.2 million for the three months ended March 31, 2024, an increase of $9.0 million, or 10.7%. Included in franchise revenue is royalty revenue of $78.3 million, franchise and other fees of $12.5 million, and placement revenue of $2.3 million for the three months ended March 31, 2025, compared to royalty revenue of $72.3 million, franchise and other fees of $9.5 million, and placement revenue of $1.8 million for the three months ended March 31, 2024. Of the $6.0 million increase in royalty revenue, $3.6 million was attributable to a franchise same club sales increase of 6.2%, $1.3 million was attributable to new clubs opened since January 1, 2024 before they move into the same club sales base and $1.0 million was from higher royalties on annual fees. The $2.9 million increase in franchise and other fees was primarily attributable to higher join fees and PF Perks revenue. The $0.5 million increase in placement revenue was primarily driven by higher replacement equipment placements.

Current wording

Of the $14.0 million increase in royalty revenue, $8.6 million was attributable to a franchise same club sales increase of 7.3%, $3.0 million was attributable to new clubs opened since January 1, 2024 before moving into the same club sales base and $2.4 million was from higher royalties on annual fees. The $4.4 million increase in franchise and other fees were primarily attributable to higher join fees and PF Perks revenue and the $1.2 million increase in placement revenue was primarily driven by higher replacement equipment placements. Also impacting franchise revenue was a $1.4 million decrease in revenue associated with the sale of HVAC units to franchisees.

Previous wording

Cost of revenue, which primarily relates to our equipment segment, was $22.5 million for the three months ended March 31, 2025, compared to $19.0 million for the three months ended March 31, 2024, an increase of $3.5 million, or 18.4%. This increase was primarily attributable to higher replacement equipment sales to franchisee-owned clubs, partially offset by lower equipment sales to new franchisee-owned clubs, as described above.

Current wording

Cost of revenue, which primarily relates to our equipment segment, was $81.9 million for the six months ended June 30, 2025, compared to $70.9 million for the six months ended June 30, 2024, an increase of $11.0 million, or 15.5%. This increase was primarily attributable to higher equipment sales to existing franchisee-owned clubs, partially offset by lower equipment sales to new franchisee-owned clubs and lower costs associated with the sale of HVAC units to franchisees, as described above.

Previous wording

Selling, general and administrative expenses were $34.3 million for the three months ended March 31, 2025, compared to $29.2 million for the three months ended March 31, 2024, an increase of $5.1 million, or 17.5%. This increase was primarily attributable to $2.7 million of higher payroll costs, of which $1.7 million was related to stock-based compensation expense, $1.3 million of higher costs relating to travel and consulting and $0.6 million of higher information technology related expenses.

Current wording

Selling, general and administrative expenses were $69.8 million for the six months ended June 30, 2025, compared to $60.8 million for the six months ended June 30, 2024, an increase of $9.0 million, or 14.8%. This increase was primarily attributable to $6.6 million of higher payroll costs, of which $3.3 million was related to stock-based compensation expense, and $1.7 million of higher costs relating to professional and consulting fees and travel expenses.

Previous wording

National advertising fund expense was $21.9 million for the three months ended March 31, 2025, compared to $19.8 million for the three months ended March 31, 2024, an increase of $2.2 million, or 10.9%. This increase was primarily a result of higher advertising and marketing expenditures due to higher national advertising revenue as described above.

Current wording

National advertising fund expense was $44.7 million for the six months ended June 30, 2025, compared to $39.9 million for the six months ended June 30, 2024, an increase of $4.8 million, or 12.1%. This increase was primarily a result of higher advertising and marketing expenditures due to higher national advertising revenue as described above.

Previous wording

Interest income was $5.8 million for the three months ended March 31, 2025, compared to $5.5 million for the three months ended March 31, 2024, an increase of $0.4 million, or 6.4%.

Current wording

Interest income was $11.5 million for the six months ended June 30, 2025, compared to $11.1 million for the six months ended June 30, 2024, an increase of $0.4 million, or 3.8%.

Previous wording

As of March 31, 2025, we had $343.9 million of cash and cash equivalents, $109.7 million of short-term marketable securities, $76.1 million of long-term marketable securities and $56.6 million of restricted cash.

Current wording

As of June 30, 2025, we had $335.7 million of cash and cash equivalents, $107.0 million of short-term marketable securities, $83.3 million of long-term marketable securities and $56.5 million of restricted cash.

Previous wording

Net cash provided by operating activities of $133.9 million for the three months ended March 31, 2025 was primarily attributable to $42.1 million of net income and $51.4 million of adjustments to reconcile net income to net cash provided by operating activities, primarily consisting of depreciation and amortization, deferred tax expense, stock-based compensation expense, gain on insurance proceeds, amortization of deferred financing costs and other adjustments and a $40.4 million working capital cash inflow. The working capital cash inflow was primarily attributable to a decrease in accounts receivable primarily from collections in 2025, an increase in deferred revenue primarily from increased annual billing and NAF revenue, an increase in lease liabilities primarily from new corporate-owned clubs in 2025, an increase in income taxes payable and a decrease in inventory primarily from the delivery of equipment orders. The working capital cash inflow was partially offset by an increase in restricted assets for the NAF and a decrease in accounts payable and accrued expenses primarily related to equipment orders.

Current wording

Net cash provided by operating activities of $177.9 million for the six months ended June 30, 2025 was primarily attributable to $100.4 million of net income and $114.6 million of adjustments to reconcile net income to net cash provided by operating activities, primarily consisting of depreciation and amortization, deferred tax expense, stock-based compensation expense, amortization of deferred financing costs and other adjustments and a $37.1 million working capital cash outflow. The working capital cash outflow was primarily attributable to a decrease in the tax benefit arrangement liability as a result of payments made during the period, an increase in restricted assets for the NAF, an increase in other assets and other current assets, and a decrease in income taxes payable. The working capital cash outflow was partially offset by an increase in deferred revenue primarily from increased annual billing and NAF revenue, an increase in lease liabilities primarily from new corporate-owned clubs in 2025, an increase in equipment deposits and a decrease in accounts receivable primarily from collections in 2025.

Previous wording

For the three months ended March 31, 2025, net cash used in investing activities was $28.1 million compared to $38.6 million in the three months ended March 31, 2024, a decrease of $10.5 million. This decrease is primarily attributable to maturities of marketable securities, net of purchases of $6.7 million, lower capital expenditures of $3.3 million and insurance proceeds of $2.1 million, partially offset by higher cash used for acquisitions and other investments of $1.5 million. Capital expenditures for the three months ended March 31, 2025 and 2024 were as follows:

Current wording

For the six months ended June 30, 2025, net cash used in investing activities was $71.0 million compared to $90.4 million in the six months ended June 30, 2024, a decrease of $19.5 million. This decrease was primarily attributable to maturities of marketable securities, net of purchases of $16.1 million, lower capital expenditures of $5.5 million and insurance proceeds of $2.1 million, partially offset by the issuance of a note receivable to a related party of $2.6 million and higher cash used for acquisitions and other investments of $1.5 million. Capital expenditures for the six months ended June 30, 2025 and 2024 were as follows:

Previous wording

For the three months ended March 31, 2025, net cash used in financing activities was $55.4 million compared to $25.0 million in the three months ended March 31, 2024, an increase of $30.4 million, which was primarily attributable to an increase in cash used for share repurchases in 2025.

Current wording

For the six months ended June 30, 2025, net cash used in financing activities was $66.1 million compared to $103.7 million in the six months ended June 30, 2024, a decrease of $37.6 million. This decrease was primarily attributable to a $248.1 million decrease in cash used for share repurchases in the current year partially offset by a $199.8 million decrease in net cash provided from long-term debt from the prior year, consisting of $800.0 million of borrowings, $588.2 million of principal payments and $12.1 million of deferred financing costs incurred and an $8.6 million decrease in cash provided by the proceeds from the issuance of Class A common stock, which was primarily a result of the exercise of stock options in the prior year period.

Previous wording

There were no material changes to the terms of any debt obligations in the three months ended March 31, 2025. The Company was in compliance with its debt covenants as of March 31, 2025.

Current wording

There were no material changes to the terms of any debt obligations in the six months ended June 30, 2025. The Company was in compliance with its debt covenants as of June 30, 2025. See Note 5 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information related to our long-term debt obligations.

Previous wording

As of March 31, 2025, our off-balance sheet arrangements consisted of guarantees of lease agreements for certain franchisees up to a maximum period of ten years with earlier expiration dates possible if certain conditions are met. Our maximum total obligation under these lease guarantee agreements is approximately $4.3 million and would require payment only upon default by the primary obligor. The estimated fair value of these guarantees as of March 31, 2025 was not material, and no accrual has been recorded for our potential obligation under these arrangements.

Current wording

As of June 30, 2025, our off-balance sheet arrangements consisted of guarantees of lease agreements for certain franchisees up to a maximum period of ten years with earlier expiration dates possible if certain conditions are met. Our maximum total obligation under these lease guarantee agreements is approximately $4.1 million and would require payment only upon default by the primary obligor. The estimated fair value of these guarantees as of June 30, 2025 was not material, and no accrual has been recorded for our potential obligation under these arrangements.
Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

Of the $8.0 million increase in royalty revenue, $5.0 million was attributable to a franchise same club sales increase of 8.3%, $1.6 million was attributable to new clubs opened since April 1, 2024 before moving into the same club sales base and $1.4 million was from higher royalties on annual fees. The $1.5 million increase in franchise and other fees was primarily attributable to higher join fees and the $0.7 million increase in placement revenue was primarily driven by higher replacement equipment placements. Also impacting franchise revenue was a $1.1 million decrease in revenue associated with the sale of HVAC units to franchisees.

Current report — wording carried from elsewhere

National advertising fund expense was $22.8 million for the three months ended June 30, 2025, compared to $20.1 million for the three months ended June 30, 2024, an increase of $2.7 million, or 13.3%. This increase was primarily attributable to higher advertising and marketing expenditures due to higher national advertising revenue as described above.

Current report — wording carried from elsewhere

The following table sets forth a comparison of our condensed consolidated statements of operations in dollars and as a percentage of total revenue:

Current report — wording carried from elsewhere

Depreciation and amortization expense was $76.7 million for the six months ended June 30, 2025, compared to $79.2 million for the six months ended June 30, 2024, a decrease of $2.5 million, or 3.1%. This decrease was primarily attributable to a decrease in amortization expense as a result of certain intangible assets becoming fully amortized during the fourth quarter of 2024, partially offset by an increase in depreciation expense primarily from new clubs opened since January 1, 2024.

Current report — wording carried from elsewhere

Interest expense primarily consists of interest on long-term debt as well as the amortization of deferred financing costs.

Current report — wording carried from elsewhere

The Company’s effective tax rate was 28.8% for the six months ended June 30, 2025, compared to 27.8% in the prior year period. The increase in the effective income tax rate was primarily due to non-deductible compensation and remeasurement of deferred tax assets.

Current report — wording carried from elsewhere

Equipment Segment Adjusted EBITDA was $33.9 million for the six months ended June 30, 2025, compared to $23.4 million for the six months ended June 30, 2024, an increase of $10.5 million, or 44.9%. This increase was primarily attributable to higher equipment sales to existing franchisee-owned clubs, as described above, and higher margin equipment sales related to an updated equipment mix as a result of the adoption of the franchise growth model.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Net cash provided by operating activities of $89.7 million for the three months ended March 31, 2024 was primarily attributable to $35.0 million of net income and $53.8 million of adjustments to reconcile net income to net cash provided by operating activities, primarily consisting of depreciation and amortization, deferred tax expense, amortization of deferred financing costs, stock-based compensation expense and other adjustments, and a $1.0 million working capital cash inflow.