Planet Fitness, Inc.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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Jun 30, 2025 · Filed Aug 7, 2025
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Notes to Condensed Consolidated Financial Statements (Unaudited)
(1)Business organization
Planet Fitness, Inc. (the “Company”), through its subsidiaries, is a franchisor and operator of fitness centers, with approximately 20.8 million members and 2,762 owned and franchised locations (referred to as clubs) in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain as of June 30, 2025.
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; and
Selling fitness-related equipment to franchisee-owned clubs.
In 2012 investment funds affiliated with TSG Consumer Partners, LLC (“TSG”), purchased interests in Pla-Fit Holdings (the “2012 Acquisition”).
The Company was formed as a Delaware corporation on March 16, 2015 for the purpose of facilitating an initial public offering (the “IPO”) 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, 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 the membership units (“Holdings Units”) 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 Holdings Units not owned by the Company.
As of June 30, 2025, the Company held 100.0% of the voting interest and approximately 99.6% of the economic interest in Pla-Fit Holdings and the owners of Holdings Units other than the Company (the “Continuing LLC Owners”) held the remaining 0.4% economic interest in Pla-Fit Holdings. As future exchanges of Holdings Units occur, the economic interest in Pla-Fit Holdings held by Planet Fitness, Inc. will increase.
(2)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 (“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 GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented have been reflected. All significant intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated financial statements as of and for the three and six months ended June 30, 2025 and 2024 are unaudited. The condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the disclosures required by 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, 2024 filed with the SEC on February 25, 2025. The Company’s significant interim accounting policies include the proportional recognition of national advertising fund expenses within interim periods. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025.
(b)Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed 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 condensed consolidated financial statements include revenue recognition, valuation of equity-based compensation awards, valuation of assets and liabilities acquired in business combinations, the evaluation of the recoverability of goodwill and long-lived assets, including intangible assets, allowance for expected credit losses, the present value of lease liabilities, income taxes, including deferred tax assets and liabilities, and the liability for the Company’s tax benefit arrangements.
(c)Fair Value
ASC 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:
Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
Certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. See Note 3 for investments that are measured at fair value on a recurring basis and Note 5 for liabilities held at carrying value on the condensed consolidated balance sheet.
(d)Reclassification
Certain amounts have been reclassified to conform to current year presentation.
(e)Recent accounting pronouncements
The FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, in December 2023. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes. The new standard is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of adoption on our financial disclosures.
The FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, in November 2024. The standard requires disaggregated disclosures in the notes to the consolidated financial statements of certain expense categories that are included in expense line items on the face of the income statement. The new standard is effective for fiscal years beginning after December 15, 2026 on a prospective basis with the option to apply it retrospectively, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adoption on our financial disclosures.
(3)Investments
Marketable securities
The following tables summarize the amortized cost, net unrealized gains and losses, fair value, and the level in the fair value hierarchy of the Company’s available-for-sale investments in marketable securities. As of June 30, 2025, the marketable securities had maturity dates that range from less thanone month to approximately 24 months. Realized gains and losses were insignificant for the three and six months ended June 30, 2025 and 2024.
| Amortized Cost | Unrealized (Losses) Gains, Net | Fair Value(1) | Level 1 | Level 2 | |
|---|---|---|---|---|---|
| Cash equivalents | |||||
| Money market funds | $710 | $— | $710 | $710 | $— |
| Total cash equivalents | 710 | — | 710 | 710 | — |
| Short-term marketable securities | |||||
| Commercial paper | 7,916 | (4) | 7,912 | — | 7,912 |
| Corporate debt securities | 98,228 | 107 | 98,335 | — | 98,335 |
| U.S. government agency securities | 751 | — | 751 | — | 751 |
| Total short-term marketable securities | 106,895 | 103 | 106,998 | — | 106,998 |
| Long-term marketable securities | |||||
| Corporate debt securities | 71,732 | 149 | 71,881 | — | 71,881 |
| U.S. government agency securities | 11,450 | (4) | 11,446 | — | 11,446 |
| Total long-term marketable securities | 83,182 | 145 | 83,327 | — | 83,327 |
| Total cash equivalents and marketable securities | $190,787 | $248 | $191,035 | $710 | $190,325 |
| Amortized Cost | Unrealized Gains (Losses), Net | Fair Value(1) | Level 1 | Level 2 | |
|---|---|---|---|---|---|
| Cash equivalents | |||||
| Money market funds | $236 | $— | $236 | $236 | $— |
| Commercial paper | 3,996 | — | 3,996 | — | 3,996 |
| U.S. treasury securities | 2,650 | — | 2,650 | — | 2,650 |
| Total cash equivalents | 6,882 | — | 6,882 | 236 | 6,646 |
| Short-term marketable securities | |||||
| Commercial paper | 9,082 | 10 | 9,092 | — | 9,092 |
| Corporate debt securities | 98,915 | 181 | 99,096 | — | 99,096 |
| U.S. treasury securities | 1,999 | — | 1,999 | — | 1,999 |
| U.S. government agency securities | 3,971 | 5 | 3,976 | — | 3,976 |
| Total short-term marketable securities | 113,967 | 196 | 114,163 | — | 114,163 |
| Long-term marketable securities | |||||
| Corporate debt securities | 62,728 | (55) | 62,673 | — | 62,673 |
| U.S. government agency securities | 3,000 | (5) | 2,995 | — | 2,995 |
| Total long-term marketable securities | 65,728 | (60) | 65,668 | — | 65,668 |
| Total cash equivalents and marketable securities | $186,577 | $136 | $186,713 | $236 | $186,477 |
(1) Fair values were determined using market prices obtained from third-party pricing sources.
For marketable securities with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis and they are therefore all categorized as available for sale. No allowance for credit losses was recorded for these securities as of June 30, 2025.
Held-to-maturity debt security
The Company has a debt security investment that consists of redeemable preferred shares with an original contractual maturity in 2026, subject to subordination clauses that could push maturity to 2030. The investment is classified as held-to-maturity and measured at amortized cost within investments in the condensed consolidated balance sheets. The Company reviews its held-to-maturity securities for expected credit losses under ASC Topic 326, Financial Instruments – Credit Losses, on an ongoing basis.
The Company utilizes probability-of-default and loss-given-default methodologies to estimate the allowance for expected credit losses using historical lifetime loss information for assets with similar risk characteristics, adjusted for management’s expectations. Adjustments for management’s expectations were based on the investee’s recent financial results, current financial position, and forward-looking financial forecasts. Based upon its analysis, the Company recorded a credit loss expense of $4,311 and $82 during the three months ended June 30, 2025 and 2024, respectively, and $4,603 and $557 during the six months ended June 30, 2025 and 2024, respectively, on the adjustment of its allowance for credit losses within other income, net on the condensed consolidated statements of operations.
The amortized cost of the Company’s held-to-maturity debt security investment, which includes accrued dividends, was $33,662 and $32,523 as of June 30, 2025 and December 31, 2024, respectively. The amortized cost, net of the allowance for expected credit losses, approximates fair value. The Company recognized dividend income of $578 and $537 during the three months ended June 30, 2025 and 2024, respectively, and $1,139 and $1,065 during the six months ended June 30, 2025 and 2024, respectively, within other income (expense), net on the condensed consolidated statements of operations.
A roll forward of the Company’s allowance for expected credit losses on its held-to-maturity investment is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Beginning allowance for expected credit losses | $19,126 | $18,164 | $18,834 | $17,689 |
| Loss on adjustment of allowance for expected credit losses | 4,311 | 82 | 4,603 | 557 |
| Write-offs, net of recoveries | — | — | — | — |
| Ending allowance for expected credit losses | $23,437 | $18,246 | $23,437 | $18,246 |
Equity method investments
For the following investments, the Company recorded its proportionate share of the investees’ earnings, prepared in accordance with GAAP, on a one-month lag, with adjustments to eliminate unrealized profits on intra-entity sales, if any, and the amortization of basis differences, within losses from equity-method investments, net of tax on the condensed consolidated statements of operations. As of June 30, 2025, the Company determined that no impairment of its equity method investments existed.
As of June 30, 2025 and December 31, 2024, the Company held a 22.0% ownership interest in Bravo Fit Holdings Pty Ltd, a franchisee of the Company and club operator in Australia, which is deemed to be a related party, for a total investment carrying value of $12,674 and $12,961, respectively. The difference between the carrying amount of the Company’s investment and the underlying amount of equity in net assets of the investment was $5,018 and $5,374 as of June 30, 2025 and December 31, 2024, respectively. This basis difference is attributable to intangible assets, which are being amortized on a straight-line basis over a weighted-average life of 9 years, and equity method goodwill. The Company’s proportionate share of the losses in accordance with the equity method was $147 and $158 during the three months ended June 30, 2025 and 2024, respectively, and $430 and $466 during the six months ended June 30, 2025 and 2024, respectively, which included the amortization of basis difference of $66 during both the three months ended June 30, 2025 and 2024, and $132 during both the six months ended June 30, 2025 and 2024.
As of June 30, 2025 and December 31, 2024, the Company held a 33.2% ownership interest in Planet Fitmex, LLC, a franchisee of the Company and club operator in Mexico, which is deemed to be a related party, for a total investment carrying value of $47,997 and $49,000, respectively. The difference between the carrying amount of the Company’s investment and the underlying amount of equity in net assets of the investment was $18,757 and $21,702 as of June 30, 2025 and December 31, 2024, respectively. This basis difference is attributable to intangible assets, which are being amortized on a straight-line basis over a weighted-average life of 9 years, and equity method goodwill. The Company’s proportionate share of the losses in accordance with the equity method was $481 and $1,058 during the three months ended June 30, 2025 and 2024, respectively, and $1,003 and $1,950 during the six months ended June 30, 2025 and 2024, respectively, which included the amortization of basis difference of $174 during both the three months ended June 30, 2025 and 2024, and $348 and $337 during the six months ended June 30, 2025 and 2024, respectively.
(4)Goodwill and intangible assets
Changes in the carrying amount of goodwill by reportable segment were as follows:
| Franchise | Corporate-owned Clubs | Equipment | Amount | |
|---|---|---|---|---|
| Goodwill at December 31, 2024 | $16,938 | $611,029 | $92,666 | $720,633 |
| Acquisitions | — | 70 | — | 70 |
| Foreign currency translation | — | 415 | — | 415 |
| Goodwill at June 30, 2025 | $16,938 | $611,514 | $92,666 | $721,118 |
In December 2024, the Company’s operating entity in Spain completed an immaterial acquisition ofthree clubs. The acquisition resulted in the addition of $1,619 in the carrying value of goodwill. During the six months ended June 30, 2025, the Company recorded an addition of $70 to the carrying value of goodwill as a result of an update to the preliminary allocation of the purchase consideration.
A summary of intangible assets is as follows:
| June 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Grosscarryingamount | Accumulatedamortization | Net carryingAmount | Grosscarryingamount | Accumulatedamortization | Net carryingAmount | |
| Finite-lived intangible assets: | ||||||
| Customer relationships | $199,043 | $(184,623) | $14,420 | $199,043 | $(183,046) | $15,997 |
| Reacquired franchise rights | 274,708 | (130,767) | 143,941 | 274,708 | (113,987) | 160,721 |
| Total finite-lived intangible assets | 473,751 | (315,390) | 158,361 | 473,751 | (297,033) | 176,718 |
| Indefinite-lived intangible assets: | ||||||
| Trade and brand names | 146,600 | — | 146,600 | 146,600 | — | 146,600 |
| Total intangible assets | $620,351 | $(315,390) | $304,961 | $620,351 | $(297,033) | $323,318 |
The Company determined thatno impairment charges were required during any of the periods presented.
Amortization expense related to the finite-lived intangible assets totaled $9,189 and $12,768 during the three months ended June 30, 2025 and 2024, respectively, and $18,378 and $25,536 during the six months ended June 30, 2025 and 2024, respectively. The anticipated amortization expense related to intangible assets to be recognized in future periods as of June 30, 2025 is as follows:
| Amount | |
|---|---|
| Remainder of 2025 | $18,356 |
| 2026 | 32,079 |
| 2027 | 27,956 |
| 2028 | 27,300 |
| 2029 | 23,675 |
| Thereafter | 28,995 |
| Total | $158,361 |
(5)Long-term debt
Long-term debt consists of the following:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| 2019-1 Class A-2 notes | $519,750 | $522,500 |
| 2022-1 Class A-2-I notes | 411,188 | 413,312 |
| 2022-1 Class A-2-II notes | 459,562 | 461,938 |
| 2024-1 Class A-2-I notes | 421,812 | 423,938 |
| 2024-1 Class A-2-II notes | 372,188 | 374,062 |
| Total debt, excluding deferred financing costs | 2,184,500 | 2,195,750 |
| Deferred financing costs, net of accumulated amortization | (22,582) | (25,221) |
| Total debt, net | 2,161,918 | 2,170,529 |
| Current portion of long-term debt | 22,500 | 22,500 |
| Long-term debt, net of current portion | $2,139,418 | $2,148,029 |
Future principal payments of long-term debt as of June 30, 2025 are as follows:
| Amount | |
|---|---|
| Remainder of 2025 | $11,250 |
| 2026 | 427,312 |
| 2027 | 18,250 |
| 2028 | 18,250 |
| 2029 | 915,938 |
| Thereafter | 793,500 |
| Total | $2,184,500 |
The carrying value and estimated fair value of long-term debt were as follows:
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Carrying value | Estimated fair value(1) | Carrying value | Estimated fair value(1) | |
| Long-term debt | $2,184,500 | $2,128,047 | $2,195,750 | $2,082,034 |
(1) The estimated fair value of the Company’s fixed rate long-term debt is estimated primarily based on current bid prices for the long-term debt. Judgment is required to develop these estimates. As such, the fair value of long-term debt is classified within Level 2, as defined under GAAP.
(6)Leases
The right-of-use assets and lease liabilities for operating and finance leases, including their classification in the condensed consolidated balance sheets, were as follows:
| Leases | Balance Sheet Classification | June 30, 2025 | December 31, 2024 |
|---|---|---|---|
| Assets | |||
| Operating | Right of use asset, net | $417,573 | $395,174 |
| Finance | Property and equipment, net | 264 | 85 |
| Total lease assets | $417,837 | $395,259 | |
| Liabilities | |||
| Current: | |||
| Operating | Other current liabilities | $39,212 | $37,031 |
| Finance | Other current liabilities | 86 | 70 |
| Noncurrent: | |||
| Operating | Lease liabilities, net of current portion | 432,950 | 405,324 |
| Finance | Other liabilities | 182 | 20 |
| Total lease liabilities | $472,430 | $442,445 | |
| Weighted-average remaining lease term - operating leases | 7.8 years | 7.7 years | |
| Weighted-average discount rate - operating leases | 5.8% | 5.6% | |
The components of lease cost were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Operating lease cost | $19,663 | $18,006 | $38,886 | $35,520 |
| Variable lease cost | 7,478 | 6,472 | 14,449 | 12,635 |
| Total lease cost | $27,141 | $24,478 | $53,335 | $48,155 |
The Company’s costs related to short-term leases, those with a duration between one and twelve months, were immaterial.
Supplemental disclosures of cash flow information related to leases were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Cash paid for lease liabilities | $16,843 | $15,228 | $31,257 | $30,570 |
| Operating lease ROU assets obtained in exchange for operating lease liabilities, excluding acquisitions | $13,399 | $20,073 | $46,509 | $36,659 |
Maturities of lease liabilities as of June 30, 2025 were as follows:
| Amount | |
|---|---|
| Remainder of 2025 | $37,947 |
| 2026 | 81,417 |
| 2027 | 84,686 |
| 2028 | 84,374 |
| 2029 | 77,518 |
| Thereafter | 243,137 |
| Total lease payments | $609,079 |
| Less: imputed interest | (136,649) |
| Present value of lease liabilities | $472,430 |
As of June 30, 2025, future operating lease payments exclude approximately $41,766 of legally binding minimum lease payments for leases signed but not yet commenced.
(7)Revenue from contracts with customers
Contract liabilities consist primarily of deferred revenue resulting from franchise fees and area development agreement (“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, and national advertising fund (“NAF”) revenue collected in advance of satisfaction of the Company’s performance obligation. Also included are corporate-owned club enrollment fees, annual fees and monthly fees as well as deferred equipment rebates relating to its equipment business. The Company classifies these contract liabilities as deferred revenue in its condensed consolidated balance sheets.
The following table reflects the change in contract liabilities between December 31, 2024 and June 30, 2025:
| Amount | |
|---|---|
| Balance at December 31, 2024 | $94,101 |
| Revenue recognized that was included in the contract liability at the beginning of the year | (51,063) |
| Increase, excluding amounts recognized as revenue during the period | 65,023 |
| Balance at June 30, 2025 | $108,061 |
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 June 30, 2025. 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 2025 | $64,158 |
| 2026 | 15,875 |
| 2027 | 3,711 |
| 2028 | 3,379 |
| 2029 | 2,987 |
| Thereafter | 17,951 |
| Total | $108,061 |
Equipment deposits received in advance of delivery as of June 30, 2025 were $7,860 and are expected to be recognized as revenue within the next 12 months.
(8)Related party transactions
Activity with franchisees considered to be related parties is summarized below:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Franchise revenue | $2,162 | $1,837 | $4,388 | $4,001 |
| Equipment revenue | 731 | 1,441 | 841 | 5,443 |
| Total revenue from related parties | $2,893 | $3,278 | $5,229 | $9,444 |
The Company had $1,777 and $6,198 of accounts receivable attributable to related parties as of June 30, 2025 and December 31, 2024, respectively.
Additionally, the Company had deferred ADA and franchise agreement revenue from related parties of $577 as of both June 30, 2025 and December 31, 2024.
As of June 30, 2025 and December 31, 2024, the Company had $84,038 and $88,099, respectively, payable to related parties pursuant to tax benefit arrangements. See Note 11 for further discussion of these arrangements.
In November 2024, the Company issued a promissory note of up to $10,000 to a franchisee. Amounts borrowed under the promissory note accrue interest at SOFR plus 4% and must be repaid no later than December 31, 2026. As of June 30, 2025 and December 31, 2024, $4,913 and $2,148, respectively, was issued and outstanding on the promissory note.
The Company provides administrative services to the NAF and typically charges the NAF a fee for providing these services. The services provided, which include accounting, information technology, data processing, product development, legal and administrative support, and other operating expenses, amounted to $1,522 and $1,337 during the three months ended June 30, 2025 and 2024, respectively, and $3,215 and $2,798 during the six months ended June 30, 2025 and 2024, respectively.
A member of the Company’s board of directors, who is also the Company’s former interim Chief Executive Officer and a franchisee, holds an approximate 10.5% ownership of a company that sells amenity tracking compliance software to Planet Fitness clubs to which the Company made payments of approximately$97 and $106 during the three months ended June 30, 2025 and 2024, and $244 and $171 during the six months ended June 30, 2025 and 2024, respectively.
(9)Stockholders’ 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 aone-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 canceled.
As of June 30, 2025:
Holders of Class A common stock owned 83,906,665 shares of Class A common stock, representing 99.6% of the voting power in the Company and, through the Company,83,906,665 Holdings Units representing 99.6% of the economic interest in Pla-Fit Holdings; and
the Continuing LLC Owners collectively owned 316,128 Holdings Units, representing 0.4% of the economic interest in Pla-Fit Holdings, and 316,128 shares of Class B common stock, representing 0.4% of the voting power in the Company.
Share repurchase program
2022 share repurchase program
On November 4, 2022, the Company’s board of directors approved a share repurchase program of up to $500,000, which replaced the 2019 share repurchase program.
On June 12, 2024, the Company entered into a $280,000 accelerated share repurchase agreement (the “ASR Agreement”) with Citibank, N.A. (the “Bank”). Final settlement of the ASR Agreement occurred on September 16, 2024. During the term of the ASR Agreement, the Company repurchased and retired 3,758,939 shares of Class A common stock.
Additionally, prior to entry into the ASR Agreement, during the six months ended June 30, 2024, the Company repurchased and retired 313,834 shares of Class A common stock for a total cost of $20,005. A share repurchase excise tax of $1,908 was recorded in connection with the Company’s share repurchases during the six months ended June 30, 2024.
2024 share repurchase program
On June 13, 2024, the Company’s board of directors conditionally approved a share repurchase program of up to $500,000 (the “2024 Share Repurchase Program”) to replace the 2022 share repurchase program. The 2024 Share Repurchase Program became effective on September 16, 2024. During the three months ended June 30, 2025, the Company repurchased and retired 21,519 shares of Class A common stock for a total cost of $2,075. During the six months ended June 30, 2025, the Company repurchased and retired 565,745 shares of Class A common stock for a total cost of $52,075. A share repurchase excise tax of $398 was recorded in connection with the Company’s share repurchases during the six months ended June 30, 2025. As of June 30, 2025, there is $447,925 remaining under the 2024 Share Repurchase Program.
The timing of purchases and amount of stock repurchased are subject to the Company’s discretion and dependent upon market and business conditions, the Company’s general working capital needs, stock price, applicable legal requirements and other factors. The ability to repurchase shares at any particular time is also subject to the terms of the indenture governing the Company’s securitized 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.
Preferred stock
The Company had 50,000,000 shares of preferred stock authorized andnone issued or outstanding as of June 30, 2025 and December 31, 2024.
(10)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. 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 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 aone-for-one basis.
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Numerator | ||||
| Net income | $58,295 | $49,312 | $100,374 | $84,285 |
| Less: net income attributable to non-controlling interests | 276 | 672 | 488 | 1,336 |
| Net income attributable to Planet Fitness, Inc. | $58,019 | $48,640 | $99,886 | $82,949 |
| Denominator | ||||
| Weighted-average shares of Class A common stock outstanding - basic | 83,861,016 | 86,808,695 | 84,014,883 | 86,859,039 |
| Effect of dilutive securities: | ||||
| Stock options | 40,219 | 85,161 | 40,478 | 153,646 |
| Restricted stock units | 110,414 | 31,508 | 117,345 | 44,012 |
| Performance stock units | 53,579 | 29,815 | 59,830 | 26,585 |
| Weighted-average shares of Class A common stock outstanding - diluted | 84,065,228 | 86,955,179 | 84,232,536 | 87,083,282 |
| Earnings per share of Class A common stock - basic | $0.69 | $0.56 | $1.19 | $0.95 |
| Earnings per share of Class A common stock - diluted | $0.69 | $0.56 | $1.19 | $0.95 |
The number of weighted-average common stock equivalents excluded from the computation of diluted net income per share because the effect would have been anti-dilutive were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Class B common stock | 332,799 | 729,693 | 337,295 | 953,130 |
| Stock options | — | — | — | 562 |
| Restricted stock units | 248 | 1,811 | 165 | 1,120 |
| Performance stock units | 248 | 592 | 165 | 1,165 |
| Total | 333,295 | 732,096 | 337,625 | 955,977 |
(11)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 the allocable share of any taxable income of Pla-Fit Holdings. The Company’s effective tax rate was 29.7% and 27.3% for the three months ended June 30, 2025 and 2024, respectively, and 28.8% and 27.8% for the six months ended June 30, 2025 and 2024, respectively, which differed from the U.S. federal statutory rate of 21% primarily due to state and local taxes, and an increase of the valuation allowance. The Company is also subject to taxes in foreign jurisdictions.
Net deferred tax assets of $441,832 and $468,811 as of June 30, 2025 and December 31, 2024, respectively, relate primarily to the tax effects of temporary differences in the book basis as compared to the tax basis of the investment in Pla-Fit Holdings as a result of the secondary offerings, other exchanges, recapitalization transactions and the IPO.
As of June 30, 2025 and December 31, 2024, the total liability related to uncertain tax positions was $351 and $297, respectively. The Company recognizes accrued interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense. Interest and penalties for the three and six months ended June 30, 2025 and 2024 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 intotwo tax receivable agreements, pursuant to which, the Company is required to make payments to certain holders of equity interests or their successors-in-interest (“TRA Holders”). Under the first of those arrangements, the Company generally is required to pay certain existing and previous equity owners of Pla-Fit Holdings, LLC 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 sales 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 85% of the amount of tax savings, if any, that the Company is deemed to realize as a result of the tax attributes of certain equity interests previously held by affiliates of TSG that resulted from TSG’s purchase of interests in Pla-Fit Holdings in 2012, and certain other tax benefits. Under both agreements, the Company generally retains the remaining 15% benefit of the applicable tax savings.
Certain existing holders of Holdings Units exercised their exchange rights and exchanged Holdings Units 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. As a result of these exchanges and other activity, the Company recognized deferred tax assets and tax benefit arrangement liabilities, each recorded with offsets to additional paid-in-capital within stockholders’ deficit, as summarized below:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Holding units exchanged | 25,713 | 420,563 | 25,713 | 746,636 |
| Net deferred tax assets | $835 | $6,538 | $901 | $13,658 |
| Tax benefit arrangement liabilities(1) | $732 | $5,070 | $732 | $7,765 |
(1) Represents approximately 85% of the tax benefit generated by TRA Holders who exchanged shares and participate in the tax benefit arrangements.
The Company had a liability of $413,613 and $466,916 as of June 30, 2025 and December 31, 2024, respectively, related to its projected obligations under the tax benefit arrangements.
Projected future payments under the tax benefit arrangements were as follows:
| Amount | |
|---|---|
| Remainder of 2025 | $1,327 |
| 2026 | 53,717 |
| 2027 | 40,985 |
| 2028 | 42,389 |
| 2029 | 44,125 |
| Thereafter | 231,070 |
| Total | $413,613 |
On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act includes changes to U.S. tax law that will be applicable to the Company beginning in fiscal 2025. These changes include provisions allowing accelerated tax deductions for qualified property and equipment expenditures. The Company is currently evaluating the impact that the Act will have on our consolidated financial statements.
(12)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 other 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.
(13)Segments
The Company hasthree reportable segments: (i) Franchise; (ii) Corporate-owned clubs; 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. Revenues for all operating segments include only transactions with unaffiliated customers and include no intersegment revenues. The accounting policies of the reportable segments are the same as those described in Note 2.
The Franchise segment includes operations related to the Company’s franchising business in the United States, Puerto Rico, Canada, Panama, Mexico and Australia. The Company records all revenues and expenses of the NAFs within the franchise segment. The Corporate-owned clubs segment includes operations with respect to all Corporate-owned clubs throughout the United States, Canada, and Spain. The Equipment segment includes the sale of equipment to franchisee-owned clubs.
The CODM evaluates the performance of the Company’s reportable segments based on revenue and Segment Adjusted EBITDA. Segment Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, and amortization, adjusted for the impact of certain non-cash and other items that the CODM does not consider in her evaluation of ongoing performance of the segment’s core operations. The CODM utilizes Segment Adjusted EBITDA when making decisions about allocating resources to the segments as well to assess the performance for each segment by comparing the results of each segment and in the compensation of certain employees. No asset information has been provided for these reportable segments as the CODM does not regularly review asset information by reportable segment.
The following tables summarize total revenue and total Segment Adjusted EBITDA for the Company’s reportable segments.
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Franchise | $119,658 | $107,790 | $234,838 | $211,810 |
| Corporate-owned clubs | 138,989 | 125,466 | 272,658 | 247,844 |
| Equipment | 82,232 | 67,685 | 110,045 | 89,304 |
| Total revenue | $340,879 | $300,941 | $617,541 | $548,958 |
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Franchise | $86,502 | $77,454 | $171,367 | $153,592 |
| Corporate-owned clubs | 56,598 | 49,565 | 102,447 | 91,963 |
| Equipment | 26,435 | 18,575 | 33,877 | 23,373 |
| Segment Adjusted EBITDA | $169,535 | $145,594 | $307,691 | $268,928 |
The following tables summarize the significant expense categories and amounts for each of the Company’s reportable segments and align with the segment level information that is regularly provided to the CODM:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| Franchise Segment | 2025 | 2024 | 2025 | 2024 |
| Selling, general and administrative | $8,772 | $7,835 | $15,985 | $14,619 |
| National advertising fund expense | 22,777 | 20,112 | 44,721 | 39,904 |
| Cost of revenue | 2,231 | 2,108 | 3,263 | 3,270 |
| Other segment expenses, net(1) | (624) | 281 | (498) | 425 |
| Total | $33,156 | $30,336 | $63,471 | $58,218 |
(1) Other segment expenses, net for the franchise segment includes other (gains) losses, net, and other income (expense), net.
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| Corporate-owned Clubs Segment | 2025 | 2024 | 2025 | 2024 |
| Club compensation and payroll(1) | $23,822 | $20,824 | $47,147 | $42,046 |
| Rent & occupancy(1) | 30,631 | 28,676 | 60,825 | 56,229 |
| Marketing(1) | 9,300 | 9,616 | 24,386 | 25,455 |
| Operational and other(1) | 11,258 | 10,699 | 22,519 | 20,194 |
| Selling, general and administrative | 2,464 | 3,979 | 6,166 | 7,572 |
| Other segment expenses, net(2) | 4,916 | 2,107 | 9,168 | 4,385 |
| Total | $82,391 | $75,901 | $170,211 | $155,881 |
(1) Club compensation and payroll, rent and occupancy, marketing, and operational and other are included within club operations expense in the consolidated statements of operations. Operational and other primarily consists of repairs and maintenance expense, transaction fees, club supplies, personal property tax expense and other expenses incurred in the operation of each corporate-owned club.
(2) Other segment expenses, net for the corporate-owned clubs segment includes cost of revenue, other (gains) losses, net, other income (expense), net, and all operating expenses associated with our operations in Spain.
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| Equipment Segment | 2025 | 2024 | 2025 | 2024 |
| Cost of revenue | $55,425 | $48,501 | $75,304 | $64,672 |
| Other segment expenses, net(1) | 372 | 609 | 864 | 1,259 |
| Total | $55,797 | $49,110 | $76,168 | $65,931 |
(1) Other segment expenses, net for the equipment segment includes selling, general, and administrative expenses, other (gains) losses, net, and other income (expense), net.
Capital expenditures for the corporate-owned clubs segment were $30,848 and $32,595 during the three months ended June 30, 2025 and 2024, respectively, and $49,905 and $54,554 during the six months ended June 30, 2025 and 2024, respectively. The CODM does not review capital expenditures related to the franchise or equipment segments.
The following table reconciles total Segment Adjusted EBITDA to consolidated income before taxes:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Segment Adjusted EBITDA | $169,535 | $145,594 | $307,691 | $268,928 |
| Depreciation and amortization | (38,429) | (39,817) | (76,710) | (79,197) |
| Interest income | 5,690 | 5,616 | 11,502 | 11,077 |
| Interest expense | (26,181) | (24,533) | (52,378) | (45,966) |
| Losses from equity-method investments, net of tax | 628 | 1,216 | 1,433 | 2,416 |
| Corporate and other unallocated expenses, net(1) | (27,390) | (18,571) | (48,585) | (37,256) |
| Income before income taxes | $83,853 | $69,505 | $142,953 | $120,002 |
(1) Corporate and other unallocated expenses, net includes corporate overhead costs, such as payroll and related benefit costs and professional services that are not directly attributable to any individual segment and thus are unallocated and certain other gains and charges that the CODM does not consider in her evaluation of the Company’s reportable segments.
The following table summarizes geographic information about the Company’s revenue, based on customer location:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| United States | $333,536 | $295,054 | $603,446 | $533,157 |
| Rest of world | 7,343 | 5,887 | 14,095 | 15,801 |
| Total revenue | $340,879 | $300,941 | $617,541 | $548,958 |
The following table summarizes geographic information about the Company’s long-lived assets, net, excluding goodwill and other intangible assets:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| United States | $902,639 | $882,022 |
| Rest of world | 44,387 | 21,414 |
| Total long-lived assets, net | $947,026 | $903,436 |
(14)Corporate-owned and franchisee-owned clubs
The following table shows changes in corporate-owned and franchisee-owned clubs:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Franchisee-owned clubs: | ||||
| Clubs operated at beginning of period | 2,461 | 2,341 | 2,445 | 2,319 |
| New clubs opened | 20 | 17 | 36 | 40 |
| Clubs debranded, sold, closed or consolidated(1) | (2) | — | (2) | (1) |
| Clubs operated at end of period | 2,479 | 2,358 | 2,479 | 2,358 |
| Corporate-owned clubs: | ||||
| Clubs operated at beginning of period | 280 | 258 | 277 | 256 |
| New clubs opened | 3 | 1 | 6 | 3 |
| Clubs operated at end of period | 283 | 259 | 283 | 259 |
| Total clubs: | ||||
| Clubs operated at beginning of period | 2,741 | 2,599 | 2,722 | 2,575 |
| New clubs opened | 23 | 18 | 42 | 43 |
| Clubs debranded, sold, closed or consolidated(1) | (2) | — | (2) | (1) |
| Clubs operated at end of period | 2,762 | 2,617 | 2,762 | 2,617 |
(1)The term “debranded” refers to a franchisee-owned club 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 clubs from continuing to operate as fitness centers. The term “consolidated” refers to the combination of a franchisee’s club with another club located in close proximity with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining club.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.