Unless the context otherwise requires, references in this report to the “Company”, “we”, “us” and “our” refer to
Insight
We are one of the largest and fastest-growing franchisors and operators of fitness centers inthe United States by number of members and locations, with a highly recognized national brand. Our mission is to enhance people's lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call theJudgement Free Zone , where anyone-and we mean anyone-can feel they belong. Our bright, clean stores are typically 20,000 square feet, with a large selection of high-quality, purple and yellowPlanet Fitness -branded cardio, circuit- and weight-training equipment and friendly staff trainers who offer unlimited free fitness instruction to all our members in small groups through our PE@PF program. We offer this differentiated fitness experience at only$10 per month for our standard membership inthe United States . This exceptional value proposition is designed to appeal to a broad population, including occasional gym users and the approximately 80% of theU.S. and Canadian populations over age 14 who are not gym members, particularly those who find the traditional fitness club setting intimidating and expensive. We and our franchisees fiercely protectPlanet Fitness' community atmosphere-a place where you do not need to be fit before joining and where progress toward achieving your fitness goals (big or small) is supported and applauded by our staff and fellow members. As ofMarch 31, 2022 , we had more than 16.2 million members and 2,291 stores in all 50 states, theDistrict of Columbia ,Puerto Rico ,Canada ,Panama ,Mexico andAustralia . Of our 2,291 stores, 2,062 are franchised and 229 are corporate-owned, including 114 stores acquired in the Sunshine Acquisition. As ofMarch 31, 2022 , we had commitments to open more than 1,000 new stores under existing ADAs. Our segments We operate and manage our business in three business segments: Franchise, Corporate-owned stores and Equipment. Our Franchise segment includes operations related to our franchising business inthe United States ,Puerto Rico ,Canada ,Panama ,Mexico andAustralia , including revenues and expenses from the NAF. Our Corporate-owned stores segment includes operations with respect to all corporate-owned stores throughoutthe United States andCanada . The Equipment segment primarily includes the sale of equipment to ourUnited States franchisee-owned stores. We evaluate the performance of our segments and allocate resources to them based on revenue and earnings before interest, taxes, depreciation and amortization, referred to as Segment EBITDA. Revenue and Segment EBITDA for all operating segments include only transactions with unaffiliated customers and do not include intersegment transactions. The tables below summarize the financial information for our segments for the three months endedMarch 31, 2022 andMarch 31, 2021 . "Corporate and other," as it relates to Segment EBITDA, primarily includes corporate overhead costs, such as payroll and related benefit costs and professional services that are not directly attributable to any individual segment. Three months ended March 31, (in thousands) 2022 2021 Revenue Franchise segment$ 80,084 $ 64,061 Corporate-owned stores segment 76,157 37,877 Equipment segment 30,435 9,939 Total revenue$ 186,676 $ 111,877 Segment EBITDA Franchise$ 60,106 $ 41,180 Corporate-owned stores 23,364 10,691 Equipment 8,653 1,830 Corporate and other (13,931) (8,656) Total Segment EBITDA(1)$ 78,192 $ 45,045 (1)Total Segment EBITDA is equal to EBITDA, which is a metric that is not presented in accordance withU.S. GAAP. Refer to "-Non-GAAP financial measures" for a definition of EBITDA and a reconciliation to net income (loss), the most directly comparableU.S. GAAP measure. 27
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Table of Contents A reconciliation of income from operations to Segment EBITDA is set forth below: Corporate-owned Corporate and (in thousands) Franchise stores Equipment other Total Three months endedMarch 31, 2022 Income (loss) from operations$ 58,251 $ 4,907$ 7,392 $ (21,893) $ 48,657 Depreciation and amortization 1,855 18,427 1,261 4,140 25,683 Other income - 30 - 3,822 3,852 Segment EBITDA(1)$ 60,106 $ 23,364$ 8,653 $ (13,931) $ 78,192 Three months endedMarch 31, 2021 Income (loss) from operations$ 39,285 $ 1,380$ 637 $ (11,896) $ 29,406 Depreciation and amortization 1,895 9,266 1,261 3,052 15,474 Other (expense) income - 45 (68) 188 165 Segment EBITDA(1)$ 41,180 $ 10,691$ 1,830 $ (8,656) $ 45,045 (1)Total Segment EBITDA is equal to EBITDA, which is a metric that is not presented in accordance withU.S. GAAP. Refer to "-Non-GAAP Financial Measures" for a definition of EBITDA and a reconciliation to net income (loss), the most directly comparableU.S. GAAP measure.
How we assess the performance of our business
In assessing the performance of our business, we consider a variety of performance and financial measures. The key measures for determining how our business is performing include the number of new store openings, same store sales for both corporate-owned and franchisee-owned stores, system-wide sales, EBITDA, Adjusted EBITDA, Segment EBITDA, Adjusted net income and Adjusted net income per share, diluted. See "-Non-GAAP financial measures" below for our definition of EBITDA, Adjusted EBITDA, Adjusted net income, and Adjusted net income per share, diluted and why we present EBITDA, Adjusted EBITDA, Adjusted net income, and Adjusted net income per share, diluted, and for a reconciliation of our EBITDA, Adjusted EBITDA, and Adjusted net income to net income, the most directly comparable financial measure calculated and presented in accordance withU.S. GAAP, and a reconciliation of Adjusted net income per share, diluted to net income per share, diluted, the most directly comparable financial measure calculated and presented in accordance withU.S. GAAP.
Number of new store openings
The number of new store openings reflects stores opened during a particular reporting period for both corporate-owned and franchisee-owned stores. Opening new stores is an important part of our growth strategy and we expect the majority of our future new stores will be franchisee-owned. Before we obtain the certificate of occupancy or report any revenue for new corporate-owned stores, we incur pre-opening costs, such as rent expense, labor expense and other operating expenses. Some of our stores open with an initial start-up period of higher than normal marketing and operating expenses, particularly as a percentage of monthly revenue. New stores may not be profitable and their revenue may not follow historical patterns. 28
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The following table shows the evolution of our corporate and franchise-owned store base for the three months ended
Three months ended March 31, 2022 2021 Franchisee-owned stores: Stores operated at beginning of period 2,142 2,021 New stores opened 34 22 Stores debranded, sold or consolidated(1) (114) - Stores operated at end of period 2,062 2,043 Corporate-owned stores: Stores operated at beginning of period 112 103 New stores opened 3 - Stores acquired from franchisees 114 - Stores operated at end of period 229 103 Total stores: Stores operated at beginning of period 2,254 2,124 New stores opened 37 22 Stores acquired, debranded, sold or consolidated(1) - - Stores operated at end of period 2,291 2,146 (1)The term "debrand" refers to a franchisee-owned store whose right to use the Planet Fitness brand and marks has been terminated in accordance with the franchise agreement. We retain the right to prevent debranded stores from continuing to operate as fitness centers. The term "consolidated" refers to the combination of a franchisee's store with another store located in close proximity with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining store.
Comparable store sales
Same store sales refers to year-over-year sales comparisons for the same store sales base of both corporate-owned and franchisee-owned stores. We define the same store sales base to include those stores that have been open and for which monthly membership dues have been billed for longer than 12 months. We measure same store sales based solely upon monthly dues billed to members of our corporate-owned and franchisee-owned stores. Several factors affect our same store sales in any given period, including the following: •the number of stores that have been in operation for more than 12 months; •the percentage mix and pricing of PF Black Card and standard memberships in any period; •growth in total net memberships per store; •consumer recognition of our brand and our ability to respond to changing consumer preferences; •overall economic trends, particularly those related to consumer spending; •our ability and our franchisees' ability to operate stores effectively and efficiently to meet consumer expectations; •marketing and promotional efforts; •local competition; •trade area dynamics; and •opening of new stores in the vicinity of existing locations. Consistent with common industry practice, we present same store sales as compared to the same period in the prior year and which is calculated for a given period by including only sales from stores that had sales in the comparable months of both years. Same store sales of our international stores are calculated on a constant currency basis, meaning that we translate the current year's same store sales of our international stores at the same exchange rates used in the prior year. Since opening new stores will be a significant component of our revenue growth, same store sales is only one measure of how we evaluate our performance. Stores acquired from or sold to franchisees are removed from the franchisee-owned or corporate-owned same store sales base, as applicable, upon the ownership change and for the 12 months following the date of the ownership change. These stores are included in the corporate-owned or franchisee-owned same store sales base, as applicable, following the 12th month after the acquisition or sale. These stores remain in the system-wide same store sales base in all periods. 29
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The following table shows our same store sales for the three months endedMarch 31, 2022 and 2021: Three months ended March 31, 2022 2021 Same store sales data Same store sales growth: Franchisee-owned stores 15.8 % (14.7) % Corporate-owned stores 17.0 % (18.2) % Total stores 15.9 % (14.9) % Number of stores in same store sales base: Franchisee-owned stores 1,828 1,605 Corporate-owned stores 99 83 Total stores 2,032 1,688
Total monthly and annual membership dues (system-wide sales)
We define system-wide sales as total monthly dues and annual fees billed by us and our franchisees. System-wide sales is an operating measure that includes sales by franchisees that are not revenue realized by the Company in accordance with GAAP, as well as sales by our corporate-owned stores. While we do not record sales by franchisees as revenue, and such sales are not included in our consolidated financial statements, we believe that this operating measure aids in understanding how we derive royalty revenue and is important in evaluating our performance. We review the total amount of dues we collect from our members on a monthly basis, which allows us to assess changes in the performance of our corporate-owned and franchisee-owned stores from period to period, any competitive pressures, local or regional membership traffic patterns and general market conditions that might impact our store performance. We collect monthly dues on or around the 17th of every month. We collect annual fees once per year from each member based upon when the member signed his or her membership agreement. System-wide sales were$961 million and$765 million , during the three months endedMarch 31, 2022 and 2021, respectively.
Non-GAAP Financial Measures
We refer to EBITDA and Adjusted EBITDA as we use these measures to evaluate our operating performance and we believe these measures provide useful information to investors in evaluating our performance. EBITDA and Adjusted EBITDA as presented in this Quarterly Report on Form 10-Q are supplemental measures of our performance that are neither required by, nor presented in accordance withU.S. GAAP. EBITDA and Adjusted EBITDA should not be considered as substitutes forU.S. GAAP metrics such as net income or any other performance measures derived in accordance withU.S. GAAP. Also, in the future we may incur expenses or charges such as those used to calculate Adjusted EBITDA. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. We have also disclosed Segment EBITDA as an important financial metric utilized by the Company to evaluate performance and allocate resources to segments in accordance with ASC 280, Segment Reporting. As part of such disclosure in "Our Segments" within Management's Discussion and Analysis of Financial Condition and Results of Operations, the Company has provided a reconciliation from income from operations to Total Segment EBITDA, which is equal to the Non-GAAP financial metric EBITDA. We define EBITDA as net income before interest, taxes, depreciation and amortization. We believe that EBITDA, which eliminates the impact of certain expenses that we do not believe reflect our underlying business performance, provides useful information to investors to assess the performance of our segments as well as the business as a whole. Our board of directors also uses EBITDA as a key metric to assess the performance of management. We define Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain additional non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company's core operations. These items include certain purchase accounting adjustments, stock offering-related costs, and certain other charges and gains. We believe that Adjusted EBITDA is an appropriate measure of operating performance in addition to EBITDA because it eliminates the impact of other items that we believe reduce the comparability of our underlying core business performance from period to period and is therefore useful to our investors in comparing the core performance of our business from period to period. 30
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A reconciliation of net profit to EBITDA and Adjusted EBITDA is shown below for the three months ended
Three months ended March 31, 2022 2021 (in thousands) Net income$ 18,376 $ 6,190 Interest income (209) (217) Interest expense(1) 22,631 20,244 Provision for income taxes 11,711 3,354 Depreciation and amortization 25,683 15,474 EBITDA$ 78,192 $ 45,045 Purchase accounting adjustments-revenue(2) 58 69 Purchase accounting adjustments-rent(3) 109 117 Loss on reacquired franchise rights(4) 1,160 - Gain on settlement of preexisting contract with acquiree(5) (2,059) - Transaction fees(6) 4,423 -
Gain on adjustment of allowance for credit losses on held-to-maturity investments(7)
(2,110) - Dividend income on held-to-maturity investments(8) (451) - Pre-opening costs(9) 656 365 Insurance recovery(10) - (2,175) Tax benefit arrangement remeasurement(11) (3,788) (348) Other(12) 1,153 635 Adjusted EBITDA$ 77,343 $ 43,708 (1)Includes a$1,583 loss on extinguishment of debt in the three months endedMarch 31, 2022 . (2)Represents the impact of revenue-related purchase accounting adjustments associated with the 2012 Acquisition. At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred area development agreement fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected up front but recognizes forU.S. GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805-Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. These amounts represent the additional revenue that would have been recognized in these periods if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting. (3)Represents the impact of rent-related purchase accounting adjustments. In accordance with guidance in ASC 805 - Business Combinations, in connection with the 2012 Acquisition, the Company's deferred rent liability was required to be written off as of the acquisition date and rent was recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall recorded rent expense each period than would have otherwise been recorded had the deferred rent liability not been written off as a result of the acquisition push down accounting applied in accordance with ASC 805. Adjustments of$45 and$49 in the three months endedMarch 31, 2022 and 2021, respectively, reflect the difference between the higher rent expense recorded in accordance withU.S. GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred. Adjustments of$64 and$68 in the three months endedMarch 31, 2022 and 2021, respectively, are due to the amortization of favorable and unfavorable leases. All of the rent related purchase accounting adjustments are adjustments to rent expense which is included in store operations on our consolidated statements of operations. (4)Represents the impact of a non-cash loss recorded in accordance with ASC 805 - Business Combinations related to our acquisition of franchisee-owned stores. The loss recorded underU.S. GAAP represents the difference between the fair value and the contractual terms of the reacquired franchise rights and is included in other (gains) losses, net on our consolidated statement of operations. (5)Represents a gain on settlement of deferred revenue from existing contracts with acquired franchisee-stores recorded in accordance with ASC 805 - Business Combinations, and is included in other (gains) losses, net on our consolidated statement of operations. (6)Represents transactions fees and expenses incurred in connection with our acquisition of franchisee-owned stores. (7)Represents a gain on the adjustment of the allowance for credit losses on the Company's held-to-maturity investments. (8)Represents dividend income on held-to-maturity investments. 31 -------------------------------------------------------------------------------- Table of Contents (9)Represents costs associated with new corporate-owned stores incurred prior to the store opening, including payroll-related costs, rent and occupancy expenses, marketing and other store operating supply expenses. (10)Represents an insurance recovery of previously recognized expenses related to the settlement of legal claims. (11)Represents gains related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate. (12)Represents certain other charges and gains that we do not believe reflect our underlying business performance. 32
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Our presentation of Adjusted net income and Adjusted net income per share, diluted, assumes that all net income is attributable toPlanet Fitness, Inc. , which assumes the full exchange of all outstanding Holdings Units for shares of Class A common stock ofPlanet Fitness, Inc. , adjusted for certain non-recurring items that we do not believe directly reflect our core operations. Adjusted net income per share, diluted, is calculated by dividing Adjusted net income by the total shares of Class A common stock outstanding plus any dilutive options and restricted stock units as calculated in accordance withU.S. GAAP and assuming the full exchange of all outstanding Holdings Units and corresponding Class B common stock as of the beginning of each period presented. Adjusted net income and Adjusted net income per share, diluted, are supplemental measures of operating performance that do not represent, and should not be considered, alternatives to net income and earnings per share, as calculated in accordance withU.S. GAAP. We believe Adjusted net income and Adjusted net income per share, diluted, supplementU.S. GAAP measures and enable us to more effectively evaluate our performance period-over-period. A reconciliation of Adjusted net income to net income, the most directly comparableU.S. GAAP measure, and the computation of Adjusted net income per share, diluted, are set forth below. Three months ended March 31, (in thousands, except per share amounts) 2022 2021 Net income$ 18,376 $ 6,190 Provision for income taxes, as reported 11,711 3,354 Purchase accounting adjustments-revenue(1) 58 69 Purchase accounting adjustments-rent(2) 109 117 Loss on reacquired franchise rights(3) 1,160 - Gain on settlement of preexisting contract with acquiree(4) (2,059) - Transaction fees(5) 4,423 - Loss on extinguishment of debt(6) 1,583 -
Gain on adjustment of allowance for credit losses on held-to-maturity investments(7)
(2,110) - Dividend income on held-to-maturity investments(8) (451) - Pre-opening costs(9) 656 365 Insurance recovery(10) - (2,175) Tax benefit arrangement remeasurement(11) (3,788) (348) Other(12) 1,153 635 Purchase accounting amortization(13) 8,518 4,159 Adjusted income before income taxes$ 39,339 $ 12,366 Adjusted income tax expense(14) 10,307 3,289 Adjusted net income
Adjusted net income per share, diluted
$0.32
Adjusted weighted-average shares outstanding(15) 89,652 87,179 (1)Represents the impact of revenue-related purchase accounting adjustments associated with the 2012 Acquisition. At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred area development agreement fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected up front but recognizes forU.S. GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805-Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. These amounts represent the additional revenue that would have been recognized in these periods if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting. (2)Represents the impact of rent-related purchase accounting adjustments. In accordance with guidance in ASC 805 - Business Combinations, in connection with the 2012 Acquisition, the Company's deferred rent liability was required to be written off as of the acquisition date and rent was recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall recorded rent expense each period than would have otherwise been recorded had the deferred rent liability not been written off as a result of the acquisition push down accounting applied in accordance with ASC 805. Adjustments of$45 and$49 in the three months endedMarch 31, 2022 and 2021, respectively, reflect the difference between the higher rent expense recorded in accordance withU.S. GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred. Adjustments of 33 -------------------------------------------------------------------------------- Table of Contents$64 and$68 in the three months endedMarch 31, 2022 and 2021, respectively, are due to the amortization of favorable and unfavorable leases. All of the rent related purchase accounting adjustments are adjustments to rent expense which is included in store operations on our consolidated statements of operations. (3)Represents the impact of a non-cash loss recorded in accordance with ASC 805 - Business Combinations related to our acquisition of franchisee-owned stores. The loss recorded underU.S. GAAP represents the difference between the fair value and the contractual terms of the reacquired franchise rights and is included in other (gains) losses, net on our consolidated statement of operations. (4)Represents a gain on settlement of deferred revenue from existing contracts with acquired franchisee-stores recorded in accordance with ASC 805 - Business Combinations, and is included in other (gains) losses, net on our consolidated statement of operations. (5)Represents transactions fees and expenses incurred in connection with our acquisition of franchisee-owned stores. (6)Represents a loss on extinguishment of debt in the three months endedMarch 31, 2022 . (7)Represents a gain on the adjustment of the allowance for credit losses on the Company's held-to-maturity investments. (8)Represents dividend income on held-to-maturity investments. (9)Represents costs associated with new corporate-owned stores incurred prior to the store opening, including payroll-related costs, rent and occupancy expenses, marketing and other store operating supply expenses. (10)Represents an insurance recovery of previously recognized expenses related to the settlement of legal claims. (11)Represents gains related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate. (12)Represents certain other charges and gains that we do not believe reflect our underlying business performance. (13)Includes$3,096 of amortization of intangible assets, for the three months endedMarch 31, 2022 and 2021, recorded in connection with the 2012 Acquisition, and$5,415 and$1,063 of amortization of intangible assets for the three months endedMarch 31, 2022 and 2021, respectively, recorded in connection with historical acquisitions of franchisee-owned stores. The adjustment represents the amount of actual non-cash amortization expense recorded, in accordance withU.S. GAAP, in each period. (14)Represents corporate income taxes at an assumed effective tax rate of 26.2% for the three months endedMarch 31, 2022 and 26.6% for the three months endedMarch 31, 2021 , applied to adjusted income before income taxes. (15)Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock ofPlanet Fitness, Inc. A reconciliation of net income per share, diluted, to Adjusted net income per share, diluted is set forth below for the three months endedMarch 31, 2022 and 2021: For the three months ended For the three months ended March 31, 2022 March 31, 2021 Net income Net income (in thousands, except per share per share, per share, amounts) Net income Weighted Average Shares diluted Net income Weighted Average Shares diluted Net income attributable to Planet Fitness, Inc.(1)$ 16,464 84,635$ 0.19 $ 5,581 83,707$ 0.07 Assumed exchange of shares(2) 1,912 5,017 609 3,472 Net income 18,376 6,190
Adjustments to arrive at adjusted
income before income taxes(3) 20,963 6,176 Adjusted income before income taxes 39,339 12,366 Adjusted income tax expense(4) 10,307 3,289 Adjusted net income$ 29,032 89,652$ 0.32 $ 9,077 87,179$ 0.10 (1)Represents net income attributable toPlanet Fitness, Inc. and the associated weighted average shares, diluted of Class A common stock outstanding. (2)Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock ofPlanet Fitness, Inc. Also assumes the addition of net income attributable to non-controlling interests corresponding with the assumed exchange of Holdings Units and Class B common shares for shares of Class A common stock. (3)Represents the total impact of all adjustments identified in the adjusted net income table above to arrive at adjusted income before income taxes. (4)Represents corporate income taxes at an assumed effective tax rate of 26.2% and 26.6% for the three months endedMarch 31, 2022 and 2021, respectively, applied to adjusted income before income taxes. 34
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Operating results
The following table sets forth our condensed consolidated statements of earnings as a percentage of total revenue for the three months ended
Three months completed
2022 2021 Revenue: Franchise revenue 35.1 % 46.6 % Commission income 0.3 % 0.2 % National advertising fund revenue 7.5 % 10.4 % Franchise segment 42.9 % 57.2 % Corporate-owned stores 40.8 % 33.9 % Equipment 16.3 % 8.9 % Total revenue 100.0 % 100.0 % Operating costs and expenses: Cost of revenue 12.0 % 7.1 % Store operations 25.5 % 23.2 % Selling, general and administrative 16.5 % 20.1 % National advertising fund expense 7.8 % 11.4 % Depreciation and amortization 13.8 % 13.8 % Other (gains) losses, net (1.6) % (1.9) % Total operating costs and expenses 74.0 % 73.7 % Income from operations 26.0 % 26.3 % Other income (expense), net: Interest income 0.1 % 0.2 % Interest expense (12.1) % (18.1) % Other income 2.2 % 0.1 % Total other expense, net (9.8) % (17.8) % Income before income taxes 16.2 % 8.5 % Equity earnings (losses) of unconsolidated entities, net of tax (0.1) % - % Provision for income taxes 6.3 % 3.0 % Net income 9.8 % 5.5 % Less net income attributable to non-controlling interests 1.0 % 0.5 % Net income attributable to Planet Fitness, Inc. 8.8 % 5.0 % 35
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