8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

September 2, 2015

Date of Report (Date of earliest event reported)

Planet Fitness, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37534	38-3942097
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

26 Fox Run Road

Newington, NH 03801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (603) 750-0001

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On September 2, 2015, Planet Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2015. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated September 2, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PLANET FITNESS, INC.
By:	/s/ Dorvin Lively
Name: Title:	Dorvin Lively Chief Financial Officer

Dated: September 2, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated September 2, 2015

EX-99.1

Exhibit 99.1

Planet Fitness, Inc. Announces Second Quarter 2015 Results

Second Quarter Total Revenue Increased 26% to $79.0 Million

Newington, NH, September 2, 2015 – Planet Fitness Inc. (NYSE:PLNT) today reported financial results for its second quarter ended June 30, 2015.

Second Quarter Fiscal 2015 Highlights

• Total revenue increased from the prior year period by 25.9% to $79.0 million.

• System-wide same store sales increased 7.3%.

• Net income was $11.5 million compared to $8.8 million in the prior year period.

• Pro forma adjusted net income⁽¹⁾ increased 28.9% to $12.9 million, or $0.13 per diluted share, compared to $10.0 million, or $0.10 per diluted share in the prior year period.

• Adjusted EBITDA⁽¹⁾ increased 27.5% to $31.0 million from $24.3 million in the prior year period.

• 38 new Planet Fitness stores added system-wide during the period.

1) Pro forma adjusted net income and adjusted EBITDA are non-GAAP measures. For reconciliations of adjusted EBITDA and pro forma adjusted net income to GAAP net income see “Non-GAAP Financial Measures” accompanying this release.

Christopher Rondeau, Chief Executive Officer, commented, “We are very pleased with our second quarter performance, which was highlighted by solid sales growth, strong margins and the opening of our 1,000^th store. Our recent results demonstrate the strength of our unique business model and we are confident that our focus on providing a high-quality fitness experience at an exceptional price point will continue to resonate with a broader consumer audience. With our strong group of well-capitalized and experienced franchisees, we believe we have a sound plan in place to expand our store footprint and drive significant growth and shareholder value over the long-term.”

Rondeau continued, “Having been with Planet Fitness for over 20 years, it was incredibly rewarding to reach another major milestone with the recent completion of our initial public offering. I’m very excited to begin the next chapter in the company’s history.”

Operating Results for the Second Quarter Ended June 30, 2015

For the second quarter 2015, total revenue increased 25.9% to $79.0 million from $62.7 million in the prior year period. By segment:

• Franchise segment revenue, which includes commission income, increased 18.7% to $21.9 million from $18.4 million in the prior year period;

• Corporate-owned stores segment revenue increased 11.4% to $25.0 million from $22.4 million in the prior year period; and,

• Equipment segment revenue increased 47.0% to $32.1 million from $21.8 million.

System-wide same store sales increased 7.3%. By segment, franchisee-owned same store sales increased 7.8% and corporate-owned same store sales increased 0.9%.

Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see “Non-GAAP Financial Measures”), increased 27.5% to $31.0 million from $24.3 million in the prior year period. By segment:

• Franchise segment EBITDA increased 21.4% to $17.7 million, including the negative impact of $0.4 million of non-recurring expenses related to a recent transition of the company’s point-of-sale billing and processing (POS) system;

• Corporate-owned stores segment EBITDA increased 11.3% to $9.3 million; and,

• Equipment segment EBITDA increased 62.3% to $7.2 million.

Net income for the second quarter of fiscal 2015 increased by 30.1% to $11.5 million from $8.8 million in the prior year period. Pro forma adjusted net income (see “Non-GAAP Financial Measures”) increased 28.9% to $12.9 million, or $0.13 per diluted share, from $10.0 million, or $0.10 per diluted share, in the prior year period.

During the second quarter of 2015, we added 38 new Planet Fitness stores, bringing the system-wide total stores to 1,014 at June 30, 2015.

Operating Results for the Six Months Ended June 30, 2015

For the six months ended June 30, 2015, total revenue increased 29.6% to $155.9 million from $120.3 million in the prior year period. By segment:

• Franchise segment revenue, which includes commission income, increased 24.9% to $43.6 million from $34.9 million in the prior year period;

• Corporate-owned stores segment revenue increased 20.9% to $48.5 million from $40.1 million in the prior year period; and,

• Equipment segment revenue increased 40.9% to $63.7 million from $45.2 million.

System-wide same store sales increased 9.0%. By segment, franchisee-owned same store sales increased 9.6% and corporate-owned same store sales increased 2.5%.

Adjusted EBITDA (see “Non-GAAP Financial Measures”) increased 27.8% to $59.5 million in the six month period from $46.5 million in the prior year period. By segment:

• Franchise segment EBITDA increased 14.0% to $31.3 million, including the negative impact of $4.0 million of non-recurring expenses related to a recent transition of the company’s point-of-sale billing and processing (POS) system;

• Corporate-owned stores segment EBITDA increased 15.6% to $17.1 million; and,

• Equipment segment EBITDA increased 47.7% to $14.0 million.

Net income increased by 33.8% to $19.9 million from $14.9 million in the prior year period. Pro forma adjusted net income (see “Non-GAAP Financial Measures”) increased 37.6% to $25.3 million, or $0.26 per diluted share, from $18.4 million, or $0.19 per diluted share, in the prior year period.

Initial Public Offering

On August 11, 2015, Planet Fitness successfully completed its initial public offering (“IPO”) at $16.00 per share. A total of 15,525,000 shares of common stock were sold to the underwriters, including 2,025,000 shares sold pursuant to the full exercise of the underwriters’ option to purchase additional shares.

Outlook

For the year ending December 31, 2015, the Company currently expects:

• Total revenue between $314 million and $316 million;

• System-wide same store sales growth between 7.0% and 7.5%;

• Between 187 and 191 new franchised stores and 3 new corporate stores; and,

• Pro forma adjusted net income of $46.5 million to $47.5 million, or $0.47 to $0.48 per diluted share.

Presentation of Financial Measures

This press release presents historical results, for the periods presented, of Pla-Fit Holdings, LLC, the predecessor to Planet Fitness, Inc. for financial reporting purposes (together with Planet Fitness, Inc., referred to as “Planet Fitness” or the “Company”). The financial results of Planet Fitness, Inc. have not been included in this press release as it is a recently incorporated entity and had no material assets or liabilities and no material business transactions or activities during the periods presented. Accordingly, these historical results do not purport to reflect what the results of operations of Planet Fitness, Inc. or Pla-Fit Holdings, LLC would have been had the IPO and related recapitalization transactions occurred prior to such periods.

The financial information presented in this release includes non-GAAP financial measures such as EBITDA, adjusted EBITDA, pro forma adjusted net income and pro forma adjusted net income per diluted share to provide measures that we believe are useful to investors in evaluating the Company’s performance. These non-GAAP financial measures presented in this release are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate adjusted EBITDA, pro forma adjusted net income and pro forma adjusted net income per diluted share. The Company’s presentation of adjusted EBITDA, pro forma adjusted net income, and pro forma net income per diluted share should not be construed as an inference that the Company’s future results will be unaffected by unusual or nonrecurring items. See the tables at the end of this press release for a reconciliation of adjusted EBITDA and pro forma adjusted net income to their nearest GAAP financial measure.

The non-GAAP financial measures used in our full-year outlook will differ from U.S. GAAP net income and net income per share in ways similar to those described in the reconciliations at the end of this press release.

Investor Conference Call

The Company will hold a conference call at 4:30 pm (ET) on September 2, 2015 to discuss the news announced in this press release. A live webcast of the conference call will be accessible at www.planetfitness.com via the “Investor Relations” link. The webcast will be archived on the website for one year.

About Planet Fitness

Founded in 1992 in Dover, N.H., Planet Fitness (NYSE: PLNT) is one of the largest and fastest-growing franchisors and operators of fitness centers in the United States by number of members and locations. With more than 1,000 locations in 47 states, Puerto Rico, and Canada, Planet Fitness’ mission is to enhance people’s lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone^®. More than 90% of Planet Fitness stores are owned and operated by independent business men and women.

Source: Planet Fitness Investor Relations

Investor Contact:

Brendon Frey, ICR

brendon.frey@icrinc.com

203-682-8200

Media Contacts:

Jessica Liddell, ICR

jessica.liddell@icrinc.com

203-682-8200

McCall Gosselin, Planet Fitness

mccall.gosselin@pfhq.com

603-750-0001 x 199

Forward-Looking Statements

This news release contains certain statements, approximations, estimates and projections with respect to our anticipated future performance (“forward-looking statements”), especially those under the heading “Outlook.” Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of the business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, risks and uncertainties associated with competition in the fitness industry, the Company’s and franchisees’ ability to attract and retain new members, changes in consumer demand, changes in equipment costs, the Company’s ability to expand into new markets, operating costs for the Company and franchisees generally, availability and cost of capital for franchisees, acquisition activity, developments and changes in laws and regulations, our substantial indebtedness, our corporate structure and tax receivable agreements, general economic conditions and the other factors described in the Company’s final prospectus relating to its initial public offering, which was filed with the Securities and Exchange Commission on August 6, 2015. Neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this release, whether as a result of new information, future developments or otherwise.

Pla-Fit Holdings, LLC

Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands)

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Revenue:
Franchise	$	18,691		$	15,364		$	35,658		$	27,825
Commission income		3,188			3,063			7,978			7,102
Corporate-owned stores		24,975			22,428			48,521			40,131
Equipment		32,099			21,842			63,718			45,233
Total revenue		78,953			62,697			155,875			120,291
Operating costs and expenses:
Cost of revenue		25,300			18,449			51,246			37,674
Store operations		14,708			12,942			29,049			23,324
Selling, general and administrative		12,354			8,094			26,492			14,714
Depreciation and amortization		7,983			8,507			16,184			15,043
Other (gain) loss		(61	)		—			(67	)		1,293
Total operating costs and expenses		60,284			47,992			122,904			92,048
Income from operations		18,669			14,705			32,971			28,243
Other expense, net:
Interest expense, net		(6,560	)		(5,046	)		(11,316	)		(11,608	)
Other expense		(76	)		(263	)		(812	)		(642	)
Total other expense, net		(6,636	)		(5,309	)		(12,128	)		(12,250	)
Income before income taxes		12,033			9,396			20,843			15,993
Provision for income taxes		419			446			691			784
Net income		11,614			8,950			20,152			15,209
Less net income attributable to noncontrolling interests		113			109			226			318
Net income attributable to Pla-Fit Holdings, LLC	$	11,501		$	8,841		$	19,926		$	14,891

Pla-Fit Holdings, LLC

Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands)

	June 30, 2015			December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	32,148		$	43,291
Accounts receivable, net of allowance for bad debts of $945 and $399 at June 30, 2015 and December 31, 2014, respectively		11,374			19,275
Due from related parties		644			1,141
Inventory		767			3,012
Restricted assets – NAF		1,696			—
Other current assets		7,398			8,599
Total current assets		54,027			75,318
Property and equipment, net		51,901			49,579
Intangible assets, net		284,390			295,162
Goodwill		176,981			176,981
Other assets, net		12,391			12,236
Total assets	$	579,690		$	609,276
Liabilities and Equity
Current liabilities:
Current maturities of long-term debt	$	5,100		$	3,900
Accounts payable		11,754			26,738
Accrued expenses		9,804			8,494
Current maturities of obligations under capital leases		143			376
Equipment deposits		2,805			6,675
Restricted liabilities – NAF		1,696			—
Deferred revenue, current		17,797			14,549
Other current liabilities		148			153
Total current liabilities		49,247			60,885
Long-term debt, net of current maturities		499,725			383,175
Obligations under capital leases, net of current portion		21			45
Deferred rent, net of current portion		4,291			3,012
Deferred revenue, net of current portion		9,308			9,330
Deferred tax liabilities – non current		696			606
Other liabilities		482			474
Total noncurrent liabilities		514,523			396,642
Commitments and contingencies
Equity:
Members’ equity		10,994			146,156
Accumulated other comprehensive income (loss)		(1,529	)		(636	)
Total equity attributable to Pla-Fit Holdings, LLC		9,465			145,520
Noncontrolling interests in variable interest entities		6,455			6,229
Total equity		15,920			151,749
Total liabilities and equity	$	579,690		$	609,276

Pla-Fit Holdings, LLC

Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

	Six months ended June 30,
	2015			2014
Cash flows from operating activities:
Net income	$	20,152		$	15,209
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		16,184			15,043
Amortization of deferred financing costs		686			690
Amortization of favorable leases and asset retirement obligations		235			163
Deferred tax benefit		21			2
Provision for bad debts		546			37
Gain on disposal of property and equipment		(67	)		—
Unrealized gain on interest rate swaps		—			(139	)
Loss on extinguishment of debt		—			4,697
Changes in operating assets and liabilities, excluding effects of acquisitions and dispositions:
State income taxes		431			(1,530	)
Accounts receivable		7,352			8,280
Notes receivable and due from related parties		1,958			1,293
Inventory		2,245			671
Other assets and other current assets		(587	)		(181	)
Accounts payable and accrued expenses		(13,164	)		(16,587	)
Other liabilities and other current liabilities		42			(101	)
Equipment deposits		(3,870	)		2,164
Deferred revenue		3,230			1,864
Deferred rent		1,242			662
Net cash provided by operating activities		36,636			32,237
Cash flows from investing activities:
Additions to property and equipment		(8,538	)		(3,808	)
Acquisition of franchises		—			(38,638	)
Proceeds from sale of property and equipment		67			—
Net cash used in investing activities		(8,471	)		(42,446	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		120,000			390,000
Principal payments on capital lease obligations		(258	)		(800	)
Repayment of long-term debt		(2,250	)		(183,850	)
Payment of deferred financing and other debt-related costs		(1,698	)		(7,785	)
Distributions to variable interest entities		—			(358	)
Distributions to members		(155,088	)		(186,970	)
Net cash (used in) provided by financing activities		(39,294	)		10,237
Effects of exchange rate changes on cash and cash equivalents		(14	)		3
Net (decrease) increase in cash and cash equivalents		(11,143	)		31
Cash and cash equivalents, beginning of period		43,291			31,267
Cash and cash equivalents, end of period	$	32,148		$	31,298

Pla-Fit Holdings, LLC

Non-GAAP Financial Measures

(Unaudited)

(Amounts in thousands)

To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S generally accepted accounting principles (“GAAP”), the Company uses the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, pro forma adjusted net income and pro forma adjusted net income per diluted share (collectively, the “non-GAAP” financial measures). The Company believes that these non-GAAP financial measures, when used in conjunction with GAAP financial measures, are useful to investors in evaluating our operating performance. These non-GAAP financial measures presented in this release are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate adjusted EBITDA, pro forma adjusted net income and pro forma adjusted net income per diluted share. The Company’s presentation of adjusted EBITDA, pro forma adjusted net income, and pro forma adjusted net income per diluted share should not be construed as an inference that the Company’s future results will be unaffected by unusual or nonrecurring items.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are supplemental measures of performance that do not represent and should not be considered as substitutes for net income or any other performance measures derived in accordance with GAAP. EBITDA and Adjusted EBITDA are used by management to measure the operating performance of their business adjusted for certain non-recurring items that management believe do not directly reflect the Company’s core operations. A reconciliation of EBITDA and Adjusted EBITDA to net income, the more directly comparable GAAP measure, is set forth below.

(Amounts in thousands)	Three months ended June 30,				Six months ended June 30,
	2015		2014		2015		2014
Net income attributable to Pla-Fit Holdings, LLC	$	11,501	$	8,841	$	19,926	$	14,891
Net income attributable to noncontrolling interests		113		109		226		318
Net income	$	11,614	$	8,950	$	20,152	$	15,209
Interest expense, net(1)		6,560		5,046		11,316		11,608
Provision for income taxes		419		446		691		784
Depreciation and amortization		7,983		8,507		16,184		15,043
EBITDA	$	26,576	$	22,949	$	48,343	$	42,644
Purchase accounting adjustments(2)		288		110		714		1,884
Management fees(3)		269		263		553		606
IT system upgrade costs(4)		384		33		4,017		228
Transaction fees(5)		—		437		—		478
IPO-related costs(6)		3,316		117		5,073		176
Pre-openings costs(7)		189		420		793		526
Adjusted EBITDA	$	31,022	$	24,329	$	59,493	$	46,542

(1) Includes $4.7 million of loss on extinguishment of debt in the six months ended June 30, 2014.

(2) Represents the impact of certain purchase accounting adjustments associated with the 2012 Acquisition of Pla-Fit Holdings, LLC on November 8, 2012 and the acquisition of eight franchisee-owned stores during the six months ended June 30, 2014. These are primarily related to fair value adjustments to deferred revenue and deferred rent.

(3) Represents management fees and expenses paid to a management company affiliated with TSG pursuant to a management services agreement that terminated in connection with the IPO.

(4) Represents costs associated with certain IT system upgrades, primarily related to our point-of-sale systems.

(5) Represents transaction fees and expenses primarily related to business acquisitions and dispositions.

(6) Represents legal, accounting and other costs incurred in preparation for the IPO.

(7) 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.

Pro Forma Adjusted Net Income and Pro Forma Adjusted Net Income per Diluted Share

As a result of the recapitalization transactions that occurred prior to our initial public offering, the operating agreement of Pla-Fit Holdings, LLC was amended and restated to, among other things, designate Planet Fitness, Inc. as the sole managing member of Pla-Fit Holdings, LLC. As sole managing member, Planet Fitness, Inc. exclusively operates and controls the business and affairs of Pla-Fit Holdings, LLC. As a result of the recapitalization transactions and the amended and restated Pla-Fit Holdings LLC Agreement, Planet Fitness, Inc. will consolidate Pla-Fit Holdings, LLC, and Pla-Fit Holdings, LLC will be considered the predecessor to Planet Fitness, Inc. for accounting purposes. Our presentation of pro forma adjusted net income and pro forma adjusted net income per diluted share gives effect to the consolidation of Pla-Fit Holdings, LLC with Planet Fitness, Inc. resulting from the recapitalization transactions and the amended and restated Pla-Fit Holdings LLC Agreement as of January 1, 2014. In addition, pro forma adjusted net income assumes net income is all attributable to Planet Fitness, Inc., which assumes the full exchange of all outstanding Holdings Units for shares of Class A common stock of the Planet Fitness, Inc., adjusted for certain non-recurring items that management believe do not directly reflect the Company’s core operations. Pro forma adjusted net income per diluted share is calculated by dividing pro forma adjusted net income by the total shares of Class A common stock outstanding as though the IPO had occurred and those shares were outstanding for all of each period presented and, assuming the full exchange of all outstanding Holdings Units and corresponding Class B common shares as of the beginning of each period presented.

Pro forma adjusted net income and pro forma adjusted net income per diluted share are supplemental measures of operating performance that do not represent and should not be considered alternatives to net income and net income per share, as determined by GAAP. We believe pro forma adjusted net income and pro forma adjusted net income per diluted share supplement GAAP measures and enables us to more effectively evaluate our performance period-over-period and relative to our competitors. A reconciliation of pro forma adjusted net income to net income attributable to Pla-Fit Holdings, LLC, the most directly comparable GAAP measure, and the computation of pro forma adjusted net income per diluted share are set forth below.

(Amounts in thousands, except per share amounts)	Three months ended June 30,				Six months ended June 30,
	2015		2014		2015		2014
Net income attributable to Pla-Fit Holdings, LLC	$	11,501	$	8,841	$	19,926	$	14,891
Net income attributable to noncontrolling interests		113		109		226		318
Net income	$	11,614	$	8,950	$	20,152	$	15,209
Provision for income taxes, as reported		419		446		691		784
Purchase accounting adjustments(1)		288		110		714		1,884
Management fees(2)		269		263		553		606
IT system upgrade costs(3)		384		33		4,017		228
Transaction fees(4)		—		437		—		478
IPO-related costs(5)		3,316		117		5,073		176
Pre-openings costs(6)		189		420		793		526
Purchase accounting amortization(7)		5,270		6,092		10,540		11,010
Adjusted income before income taxes	$	21,749	$	16,868	$	42,533	$	30,901
Pro forma income taxes(8)		8,808		6,832		17,226		12,515
Pro forma adjusted net income	$	12,941	$	10,036	$	25,307	$	18,386
Pro forma adjusted net income per share, diluted	$	0.13	$	0.10	$	0.26	$	0.19
Pro forma shares outstanding(9)		98,710		98,710		98,710		98,710

(1) Represents the impact of certain purchase accounting adjustments associated with the 2012 Acquisition of Pla-Fit Holdings, LLC on November 8, 2012 and the acquisition of eight franchisee-owned stores during the six months ended June 30, 2014. These are primarily related to fair value adjustments to deferred revenue and deferred rent.

(2) Represents management fees and expenses paid to a management company affiliated with TSG pursuant to a management services agreement that terminated in connection with the IPO.

(3) Represents costs associated with certain IT system upgrades, primarily related to our point-of-sale systems.

(4) Represents transaction fees and expenses primarily related to business acquisitions and dispositions.

(5) Represents legal, accounting and other costs incurred in preparation for the IPO.

(6) 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.

(7) Represents the impact of the amortization of certain purchase accounting adjustments associated with the 2012 Acquisition of Pla-Fit Holdings, LLC on November 8, 2012 and the acquisition of eight franchisee-owned stores during the six months ended June 30, 2014.

(8) Represents corporate income taxes at assumed effective tax rate of 40.5% for the three months and six months ended June 30, 2015 and June 30, 2014 applied to adjusted income before income taxes.

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