Planet Fitness Inc (PLNT) 2017 Q1 法說會逐字稿

Good afternoon. My name is Tyshaun and I will be your conference operator today. At this time, I would like to welcome everyone to the Planet Fitness first-quarter 2017 earnings call. (Operator Instructions)

Thank you. I would now like to turn the call over to Brendon Frey, Managing Director of ICR. The floor is yours.

Thank you for joining us today to discuss Planet Fitness' first-quarter 2017 earnings results. On today's call are Chris Rondeau, Chief Executive Officer; and Dorvin Lively, President and Chief Financial Officer. A copy of today's press release is available on the Investor Relations section of Planet Fitness' website at PlanetFitness.com.

I would like to remind you that certain statement we will make in this presentation are forward-looking statements. These forward looking statements reflect Planet Fitness' judgment and analysis only as of today, and actual results may differ materially from current expectations based on a number of factors affecting Planet Fitness' business. Accordingly, you should not place undue reliance on these forward-looking statements.

For a more thorough discussion of the risks and uncertainties associated with the forward-looking statements to be made in this conference call and webcast, we refer you to the disclaimer regarding forward-looking statements that is included in our first-quarter 2017 earnings release, which was furnished to the SEC today on Form 8-K, as well as our filings with the SEC referenced in that disclaimer. We do not undertake any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

In addition, the Company may refer to certain adjusted non-GAAP metrics on this call. Explanation of these metrics can be found in the earnings release filed earlier today.

With that, I'll turn the call over to Chris Rondeau, Chief Executive Officer of Planet Fitness. Chris.

Thank you, Brendon, and thank you, everyone, for joining us today. 2017 is off to a great start. During the first quarter we added over 1.2 million net new members to surpass 10 million members systemwide and delivered adjusted earnings per share of $0.19. Our strong performance was a direct result of the hard work put in by our great group of well-capitalized franchisees and the passionate Planet Fitness staff that support them and manage our corporate-owned stores. It was a true team effort.

As pleased as I am about our recent results, I am even more excited about the trend our results show across our key growth drivers. Starting with store expansion, 54 new franchise stores opened in Q1, up from 48 in the same period last year. More importantly, the pipeline of new stores remains robust. After opening 200 stores at this time last year, we continue to have over 1,000 committed stores in the pipeline based on current area development agreements.

Specifically, we have approximately 1,000 stores scheduled to open over the next five years, including 500 in the next three years. At the same time, we continue to sell area development agreements throughout the country as new franchisees are eager to expand their businesses to new markets and add to their growing portfolio of Planet Fitness locations.

Q1 membership trends in stores were strong. Systemwide same-store sales increased 11.1%, marking our 41st consecutive quarter of positive same-store sales, and our third consecutive quarter of double-digit growth.

There are a number of factors cueing our comp performance, including what we believe are some significant competitive advantages. It starts with our welcoming, nonintimidating environment featuring high-quality branded cardio and strength. The fact that we are able to offer our differentiated superior in-store experience for only $10 per month is incredibly compelling to our target audience of casual and first-time gym users.

As we did in 2016, we continue to survey new members to determine if they have ever belonged to a gym prior to joining Planet Fitness. Based upon responses from approximately 1 million new members in Q1, over 40% are new gym users. We believe we are clearly growing the overall market by successfully targeting the approximately 80% of the US population and Canada that currently does not belong to a gym.

Another critical component to our success is the level of investment by the Company and our franchisees to growing the brand awareness and educating consumers on the differences between Planet Fitness and stereotypical gyms. Every month, 2% of members' dues contributed to the National Ad Fund, which allows us to participate in high-profile events such as our sponsorship of the Times Square New Year's Eve celebration in TV and digital advertising that runs nationally during the year.

On top of this, franchisees are required to spend another 7% of local and regional marketing programs aimed at driving awareness in member sign-ups. Between national and local programs, we estimate that almost $100 million was spent on marketing our brand and highlighting our welcoming nonintimidating environment in 2016; a figure that far outpaces the competition and should continue to increase in 2017.

An equally important point of differentiation is the capital spend that's keeping Planet Fitness' store fleet fresh and up-to-date. This is anchored by a disciplined equipment replacement cycle that ensures a consistent store experience regardless of the number of visits to a store that opened this year or a decade ago.

In 2016, replacement equipment sales represented approximately 30% of our total equipment revenue, underscoring the systemwide commitment to this important endeavor.

Finally, we along with much of the fitness industry are benefiting from the current health and wellness trends. There is a growing awareness among all demographics about the importance of exercise, as it provides a variety of benefits from weight loss to stress relief and more. With healthcare costs continuing to rise, I expect the commitment to living healthier lives will only get stronger among our target audience.

The growth in members at existing stores and for new stores opening is driving robust revenue and earnings gains in our high-margin franchise segment and contributing significantly to our Company's strong cash flow generation. There's approximately 190 to 200 franchise stores scheduled to open this year. And with each new join adding incremental dollars to our overall advertising budget, we are confident we will continue to attract large numbers of first-time and casual gym users to Planet Fitness and solidify our leadership position.

On top of our growth prospects in the US and Canada, there's significant untapped international opportunities for our brand. Later this year, we will open our first store in Panama, a market primed for the Planet Fitness model, as more than 98% of the population does not currently belong to a health club according to industry data.

We will leverage the learning in this market and to reform our broader strategy for successfully penetrating Central and South America in the medium-term, and potential other regions of the world longer-term.

Another future growth driver is the increased royalty rate on monthly dues and annual fees, which we introduced in our recently filed franchise disclosure document. Dorvin will walk through the changes in more detail, but we have taken the current royalty rate from 5% to 7%, while beginning to move away from commissions we have historically received on certain franchise purchases from our vendors.

The net effect of the royalty rate change is an increase over time of 41 basis points on royalties from new ADAs in the related franchise agreements, new franchise agreements that don't have a contractual right to a lower rate, and from renewals of expiring franchise agreements.

Finally, as noted in the press release, I would like to congratulate Dorvin on his well-deserved promotion to President and CFO. In his newly created role, his expanded responsibilities will include overseeing technology and the real estate development functions, as well as our corporate stores, in addition to his ongoing oversight of all finance-related function.

Since joining the Company in 2013, we have more than doubled the footprint and delivered strong financial results to our franchisees and shareholders. Dorvin has played an instrumental role in our continued success, and his promotion will allow me to increase my focus on brand growth, franchisee and shareholder returns, and our long-term strategy.

My passion for the Planet Fitness brand and my commitment to bring affordable and nonintimidating health and fitness to millions of people has never been stronger, and I look forward to our exciting future ahead.

In summary, membership and store growth trends remain very strong, and there is significant opportunity to take these numbers much higher. I am very confident that we have the right leadership, franchisees, staff, and strategies in place to successfully achieve the long-term targets we have established for this business, and return increased value to our shareholders consistently over the years ahead.

I will now turn the call over to Dorvin.

Thanks, Chris, and good afternoon, everyone. I will begin by reviewing the details of our first-quarter results and then discuss our full-year 2017 outlook. For the first quarter of 2017, total revenue increased 9.3% to $91.1 million from $83.3 million in the prior-year period. Total systemwide same-store sales increased 11.1%.

From a segment perspective, franchisee same-store sales increased 11.5%, and our corporate store same-store sales increased 4.5%. Over 90% of our Q1 comp increase was driven by an increase in members. At the same time, our Black Card membership penetration was 59%, up 140 basis points over Q1 last year. Our franchise segment revenue was $36.8 million, an increase of 33% from $27.7 million in the prior-year period.

Let me break down the drivers of our fastest-growing revenue segment. Royalty revenue was $20.9 million, which consists of royalties on monthly membership dues and annual membership fees. This compares to royalty revenue of $14 million in the same quarter of last year, an increase of 49.1%.

This year-over-year increase had three drivers. First, we opened 201 new franchise stores since the first quarter of last year. Second, as I mentioned, our franchisee-owned same-store sales increased by 11.5%; and then third, a higher overall average royalty rate.

For the first quarter, the average royalty rate was 3.9%, up from 3.58% in the same period last year, driven by more stores at the 5% royalty rate.

Next, our franchise and other fees were $7.3 million compared to $5.4 million in the same quarter a year ago, an increase of 34.7%. These fees are received from processing dues through our point-of-sale system, fees from online new member signups, as well as fees paid to us in association with franchise agreements and area development agreements.

This increase is driven by additional stores and an increase in same-store sales as compared to the prior-year period. Also within franchise segment revenue is our placement revenue, which was $2.1 million, flat with the prior-year period.

Finally, our commission income, which is made up of commissions from third-party preferred vendor arrangements and equipment commissions for international new stores, was $6.5 million compared to $6.2 million a year ago.

Our corporate-owned store segment revenue increased 5.2% to $27 million, from $25.7 million in the prior-year period. The $1.3 million increase was driven by the increase in corporate-owned same-store sales at 4.5% and increased annual fees.

Turning to our equipment segment, revenue decreased by $2.7 million to $27.3 million from $30 million. The anticipated decrease was driven by a difference in timing of new store equipment placements versus a year ago, partially offset by an increase in replacement equipment sales to existing franchisee-owned stores.

As we discussed at year-end, we had some stores that we placed equipment in Q4, but those stores did not open until Q1. Our replacement equipment sales as a percent of our total equipment sales was 37% in Q1, with strong purchases by our franchisees re-equipping their clubs during the quarter. Looking ahead, we expect new store placements in Q2 to be higher versus the same period last year, and we continue to track towards our stated guidance of 190 to 200 new store placements for the full year.

Our cost of revenue, which primarily relates to direct cost of equipment sales to new and existing franchise-owned stores, amounted to $21.1 million compared to $23.6 million a year ago, a decrease of 10.6%, which was driven by the decrease in equipment sales I just mentioned.

Store operation expenses, which is associated with our corporate-owned stores, increased slightly to $15.2 million compared to $14.7 million a year ago. SG&A for the quarter was $13.8 million compared to $11.8 million a year ago. Both periods include nonrecurring expenses. Last year these were severance-related costs, and this year they were primarily costs incurred in conjunction with the March secondary offering.

Excluding these nonrecurring expenses, total SG&A increased by $1.7 million or 15.2%. This increase was primarily to support our growing franchise operations.

Our operating income, inclusive of the aforementioned nonrecurring expenses, increased 29.1% to $33.1 million for the quarter, compared to operating income of $25.6 million in the prior-year period. On an adjusted basis, taking into account the one-time items I just mentioned, our adjusted operating margin was 37.8% this quarter versus 31.4% in the prior quarter, an increase of 640 basis points.

This was primarily due to revenue growth and higher margins from our franchise segment, where we have leveraged the cost infrastructure in our fastest-growing segment. Our earnings before taxes, inclusive of the aforementioned nonrecurring expenses, increased 27.2% to $25 million for the quarter, compared to earnings before taxes of $19.6 million in the prior-year period.

As a result of our fourth-quarter 2016 amended credit facility and increased term loan borrowing, the Company incurred approximately $2.4 million in higher interest expense in the first quarter of 2017, compared to the prior-year period, and will incur higher interest expense of approximately $10 million at today's LIBOR rate for full-year 2017.

Our GAAP effective income tax rate for the first quarter was 28.5% compared to [16%] (technical difficulty) in the prior-year period. As we have stated before, because of the income attributable to the noncontrolling interest, which isn't taxed at the Planet Fitness, Inc. level, an appropriate adjusted income tax rate would be approximately 39.5% if all the earnings of the Company were taxed at the Planet Fitness, Inc. level.

On a GAAP basis for the first quarter of 2017, our net income was $17.9 million or $0.14 per diluted share, compared to net income of $16.3 million or $0.09 per diluted share in the prior-year period. On an adjusted basis, net income was $18.4 million or $0.19 per diluted share, an increase of 21.2% compared with $15.2 million or $0.15 per diluted share in the prior-year period.

Keep in mind that Q1 included higher interest expense of $2.4 million as a result of the Q4 refinancing.

Adjusted net income has been adjusted to exclude the impact of the March secondary offering and several other nonrecurring costs, and to reflect a normalized federal income tax rate of 39.5%. We have provided a reconciliation of adjusted net income to GAAP net income in today's earnings release.

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 are not considered in the evaluation of ongoing operating performance, increased 23.3% to $42.3 million from $34.3 million in the prior-year period. A reconciliation of adjusted EBITDA to GAAP net income can also be found in the earnings release.

By segment, our franchise segment EBITDA increased 34.5% to $32 million, driven by higher royalties received from additional franchisee-owned stores not included in the same-store sales base, and an increase in the franchise-owned same-store sales of 11.5%, as well as higher commissions and other fees. Our franchise segment adjusted EBITDA margins increased by approximately 200 basis points to 88%.

(technical difficulty) store segment EBITDA increased 5.2% to $10.7 million, driven primarily by a 4.5% increase in corporate same-store sales and higher annual fees. Our corporate store segment adjusted EBITDA margins decreased slightly by 20 basis points to 40.1%.

Our equipment segment EBITDA decreased 3.5% to $6.1 million, driven by lower equipment sales. For the quarter, equipment segment adjusted EBITDA margins increased 130 basis points to 22.4%, and is in our stated range of 21% to 23%.

Now turning to the balance sheet. As of March 31, 2017, we had cash and cash equivalents of $60.2 million compared with cash and cash equivalents of $40.4 million as of December 31, 2016. Borrowing capacity under our revolving credit facility stood at $75 million as of March 31, 2017, while total bank debt was $714.9 million, excluding deferred financing costs, consisting solely of our senior term loan which bears interest at LIBOR plus 350.

During Q1, we purchased incremental interest-rate caps to effectively hedge against changes in interest rates on 50% of our outstanding debt. As of March 31, 2017, our term debt has a spread of 350 basis points plus the applicable LIBOR rate, and 27% of our debt is capped at a LIBOR rate of 1.5%, and 23% is capped at a LIBOR rate of 2.5%.

Before I move to our outlook, I want to walk through the recent change in our royalty rate in more detail. As Chris stated, we announced in our franchise disclosure document filed last month that we have taken the royalty rate on monthly and annual dues from 5% to 7%. It is important to understand that the increase in the royalty rate includes the shift from commissions to royalties, which represents approximately 1.59% of the 2% increase for an average store. The remaining 41 basis point change represents an incremental royalty rate increase.

We believe the shift from commissions to royalty better aligns our interest with our franchisees' interests compared to the existing model, where we as the franchisor make commissions as a result of purchases made by our franchisees. This shift to an all-in 7% royalty rate applies to all new ADAs sold since filing our most recent FDD.

Franchisees have the option, if they choose, to amend their existing ADAs and franchise agreements to increase their current royalty rate by this 1.59%.

Now to our outlook. For the year ended December 31, 2017, we still expect revenue to be between $405 million and $415 million. Based on our quarter-one results, we now expect adjusted net income to range from $73 million to $76 million, up from our previous guidance of $71 million to $74 million, with an adjusted EPS between $0.74 and $0.77, up from our previous guidance of $0.72 and $0.75.

Adjusted EBITDA is now expected to increase between 15% and 18% to a range of $173 million to $178 million for the year. We now expect systemwide same-store sales increase to be between 7% and 8%, up from our previous guidance of 6% to 8%. We still anticipate selling and placing equipment into approximately 190 to 200 new stores.

Finally, as a reminder, our 2017 guidance now assumes approximately $37 million in interest expense compared with $27 million in 2016, with the increase attributable to our Q4 credit facility amendment and the higher term loan borrowings associated with a Q4 special dividend.

I will now turn the call back to the operator for questions.

(Operator Instructions) John Heinbockel, Guggenheim.

So, Chris, two related things. When you think about what you are going to spend more time on strategically, what are one or two of those items that you think could have the most impact on the business? Then kind of related to that, I think you have had some thoughts about potential clubs in different countries. When you think about Central and South America more broadly, have you guys yet penciled out what you think that potential is?

Sure. I think the two things from a focus standpoint would be the brand evolution, which is something that I've been involved with for nearly 25 years today. And our blocks and our model today has changed over the years, but I think the important thing is to be careful that we stay disciplined to where we came from, so we don't stray and end up being just like everybody else.

So I think it's a disciplined approach to evolving the brand, which ultimately should drive revenue. So my focus is about that, member growth and revenue. So that is where my increased attention will come from.

Central and South America, still some are preliminary. I mean some findings have told us 300 in Mexico, but again, there's been nothing concrete in any of those larger countries. Again, we just did that Panama deal. We're in Dominican Republic at this point.

Then maybe as a follow-up, when you think about the opportunity you talk about brand development. Something we thought about for a while, right, is kind of a consumer products opportunity and putting the Planet brand on different products that are not out there today. Where does that rank in importance to you?

Yes, we had mentioned on a previous call that we did look into a company that does -- that looks into licensing for us. Nothing has transpired that was of substance that we would like to bring to direction. I'm still investigating that. Nothing is concrete there either, but I do believe now with over 10 million members that our brand is -- a brand outside our four walls, that there could be something there that we can capitalize on.

Okay, thank you.

John Ivankoe, JPMorgan.

Dorvin, just I wanted to get some clarification on the change in the royalty rate. So it goes from 5% to 7% for new stores and new agreements. But yet you lose the 1.59% for commissions, correct?

That is correct, John.

Is there any type of transition where the commissions fall off for existing stores before they sign up at the new 7%? I just wanted to see if this is going to be a seamless transition from one revenue form to another revenue form, and still have it on a quarter-to-quarter basis be at least neutral or really additive to the overall business model.

Sure, John. As you pointed out, it applies to new area development agreements that we sell, as well as any new franchise agreement, single franchise agreement we would sell post our FDD filing. And in those examples, their royalty rate would be 7%, and then these products and services that they purchase at a store level that we receive, rebates or commissions on today, would go away. And that for an average store is about 1.59%.

Existing franchise agreements, so say our 1,300 plus stores that are open, they have the option to be able to amend their agreements if they so choose and would go from their existing royalty rate, whatever that rate is, up by that 1.59% and then by a cost like a new -- a franchise agreement would.

It's too early. Obviously, we just filed this, so it's too early to know whether [FPU] or how many of those might do that. I think the way that we think about it internally and the way -- we've had conversations with franchisees now for a long time about this in terms of that alignment that we make revenue -- we make profits when they grow their top line is that -- and we don't make it just when they are purchasing something that is more of an operating expense in their store.

In reality, it should equal and offset, but as far as in terms of the transition of that if they chose not to amend, then it would take some period of time, obviously, to see how that impact would start to offset each other.

But if they chose not to amend, Dorvin, then they would pay -- they would continue to pay that 1.59% commission and whatever their legacy royalty rate was, correct?

That's correct.

I just wanted to make sure. And you kind of do bring up a symbolic issue, I guess I will say, of you want to make money off of the franchisees' top line; and top line is going to be most indicative of their bottom line. So certainly I understand you starting to disaggregate yourself a little bit from the commission side.

But is there any thought to rethinking some of the equipment, not necessarily placements but the equipment sales that you do? Is this kind of an issue that the franchisees are saying to you that they want you to be a pure franchisor and not be involved in either commission or equipment revenue?

As you know, we have talked about that on some previous calls and in the ideal state, I think that's what we would love to have. The franchisees have clear transparency into exactly what our cost is, one, because they have to negotiate the three-year contract that we have with our primary supplier. But we felt like that at this point in time making this change, because these are just ordinary normal operating expenses that hit a store level P&L month to month; as opposed to day zero you go out and buy brand-new equipment for a store and then you don't start replacing that until like year five and six, etc.

So maybe over time, but I think at this point it was too big of a pill to kind of swallow to do all of that. But that would be a more perfect alignment.

Thanks.

Sharon Zackfia, William Blair.

This is Tania Anderson for Sharon. This is a question -- you talked about the development pipeline at the beginning, and it sounds like it's good. But can you just kind of discuss the decline in deferred revenue? It came out in your 10-K and then there were some questions and concerns on it. So how do we look at that and read through to development pipeline there? Thanks.

Yes, sure. There's a number of items that are in that deferred revenue. One of the things that was in there at year end, so we got some questions about comparing kind of the 12/31/16 financials with 12/31/15. And the majority of that change, that reduction, was really related to the equipment discount which we had negotiated with the sellers of the eight Hudson Valley (technical difficulty) we acquired at the end of Q1 in 2014. That was about a $1.7 million of the change, and that was related to the fact that that discount was expiring at the end of Q1, this Q1 we just ended.

So in the end of December, we looked at that and said they are not going to be able to use all of that discount. So we reduced that and it flowed through income at the time.

The balance of the others really relate to membership fees or annual fees, etc., that set up and get deferred over. They are not recognized immediately. From year-end to now, so from December 31 to March of '17, the balance went down slightly, about a couple hundred thousand dollars, so no significant change.

Okay. And then of the new royalty rate, you have -- the new ADAs are switching to a 7%. So not counting the existing ones that might change, amend their agreements, when do the new ADAs, let's say, that someone signed today at 7%, when do those start to flow through into your P&L, the royalty rate, when they start opening clubs and you get that?

Sure, so when we sell -- let's say we sell a new ADA today, a 10-store ADA, $10,000 fee, so we receive $100,000. We set that up as deferred revenue. This franchisee has a development schedule. It may be they have four years to develop 10 stores, as an example. They go out, look for -- they have a defined market, a very specific market, that is the only place that they can open up stores.

They submit sites; we get to approve all sites. Once we approve the site, they negotiate a lease and then they sign a franchise agreement, typically simultaneous with signing that lease. And then there's a period of time, depending on if they are getting a plain vanilla box or if it's going to require a significant amount of construction cost to get that store open.

That whole process I just outlined, it could take a period of three or four months to find a lease or longer, and then it could take three to six months to get a store open. So we don't expect the new dirt that we would sell this year under our franchise disclosure document to have any material impact this year. But as you have stated, it's only those new stores under the ADAs.

We might get a small handful open by the end of the year with the new ones that we've sold, or that we sell here in the next 30, 60 days. Once we get past kind of June or so, it's very difficult to sign an ADA and then get a store open in the current year.

Okay, that's kind of what I thought, but I just wanted to check. Thanks.

Jonathan Komp, Robert W. Baird.

Thank you, a couple of questions. Maybe the first one just on the same-store sales momentum that you're seeing. It looks like the franchise performance accelerated, even though the comparison was a little bit tougher sequentially. So I'm just wondering if you could maybe give an update on what you think is driving the strength.

And then also with more than 1.2 million members added, how much visibility does that give you to the full year?

Yes, I would say we're hitting it from a few different angles, whether it's strong sales and then cancels, as well as involuntary cancels, which is more billing cancels. I think all angles which is driving the performance, as well as just our ad budget just continues to grow, which is pushing what we are seeing today.

I would say, Jon, just to add to that, we certainly were pleased with our growth in the quarter. As we had stated back when we gave our guidance back in late February, I think it was, that our easiest comp would be earlier in the year, and then it gets harder sequentially if you go back and look at our last year comp. So kind of that two-year stacked comp, it would be easier and, therefore, that's why we said we would be in that kind of low double-digit range for Q1. So we are pleased with where we are at.

As I said in my earlier remarks a few minutes ago that a very high percentage, a little over 90% of that comp store growth came from member growth which we like, because I think it speaks to the health of the brand and to the effectiveness of our marketing. So we feel pretty good about our business.

Okay, great. And then if I could just clarify, Dorvin, did you give the number of placements during the quarter?

We did not. In total, I think we had 31 placements in Q1, down from last year. As I stated in my remarks also, that that was planned, and I think I had said our Q1 equipment revenue number would be down year over year. Then the cadence of that will be fairly similar to our cadence in Qs 2, 3 and 4 last year to get into that 190 to 200 range, which we are still comfortable with from a guidance perspective.

Okay. And was the shift, the timing shift, was that all backwards into Q4 or was some of that Q2 on the placements?

Mostly Q4, yes, because we had about 20 store openings or so that got placed in Q4 that opened into Q1. We always have it from quarter to quarter; a bit higher last year than the year before.

Okay, and then last one for me. I understand there is always various tests throughout the system, but a couple that look interesting just on maybe testing some different pricing structure for the Black Card, and then also some new rewards planned, incentive-based with the rewards card. I was wondering if you could comment on either of those two.

Yes, both of them are still in pilot or test phase, if you will. The test of the Black Card at $21.99, I guess one good thing is we've never really referred to the Black Card as our $19.99 membership. It has always been our $10 membership and our Black Card. So we may have some flexibility. And I think as we've talked about many times in the past is how we have changed the Black Card area to Black Card spas, so they are much nicer. So we are testing to see (technical difficulty) what we can command for that number.

It's too early to tell what we end with, as far as is it the right move, the wrong move, or can we get more or less. Early read is favorable, I would say, at this point. There is a PF perks rewards, again, too early to tell on that if it's going to drive either -- I guess there are two ways of looking at. We are looking at it now is does it drive just more referral leads for new joins and/or does it help retention; and still yet to be determined.

Okay, thank you.

Randy Konik, Jefferies.

Hi guys, this is Jon Matuszewski on the line for Randy. Thanks for taking our question. I guess just to start off, could you give us an update just on what you and your franchisees are seeing on the real estate front? Obviously, there has been retail bankruptcies that have been accelerating over the last quarter even.

Are you seeing more quality real estate opportunities, and do you feel as if you have greater leverage in negotiations?

I would say it's been good now for quite a while, this last year or two. So I don't think it's any better or worse; I think it's probably still good for us. And as I've said in the past, the recent landlords are generally calling us as one of the prime tenants to take these spaces due to the fact is we can't be Amazoned, if you will.

And we also -- our busiest days of the week, we have about 5,000 workouts per center per week, and the majority of those are Monday, Tuesday, Wednesday, which you are driving traffic to the center when they are generally not as busy. So it's a great traffic flow driver when the grocery stores are busy on the weekends.

Great, thanks for taking the question.

Dave King, ROTH Capital.

Thanks, good afternoon guys. I guess first off on the change in royalty rate and assuming it may only impact the existing ADAs for now; I guess how should we think about the 190 to 200 stores planned for the year? I guess how many of those should be on existing ADAs?

Typically every year, most of the store openings come under ADAs that you start the year with. I think I have said before on prior calls that we will this year and have always historically had a few one-offs, franchise agreements that get signed. Somebody will say I want a Planet Fitness here in this town and that market is available, and we will do that. We like to do more ADAs, 5 to 10 type store ADAs typically, but every year we do so.

So those would be self generated, if you will, during the year and we will do some more this year. But the far majority of them, because if you got my comments a few minutes ago to the question that was posed, that timeline from start to finish when you start out a brand-new ADA, it's just that type of when we get that development schedule going. So because of that, most of our stores will come from our existing pipeline.

Okay. So then not contribute that much this year in terms of revenue impact unless people do opt to change and --.

Correct.

Okay, but it would help further out, okay. Thanks for the color there. And then if I look at your comps, they continue to accelerate which is impressive. I guess the pace of membership growth, looks like it's been holding in at similar levels.

Is that more of a function of a slower pace of openings, or is it more due to initial sign-ups; anything to point to there and how that has been trending at new locations?

I would say very similar to where we have been. We haven't seen in Q1 a, whether it's stores opening in their first month or how they get ramped up in the earlier stages. We are four months into this year now through April. No significant changes in the economic model, I would say.

And then just the last point I would say is that in addition to what (technical difficulty) in Q1, it was very similar to last year and even 2015, frankly, that the far majority of our comp is coming from member growth, which speaks to us being able to, and our franchisees, to be able to drive with that marketing in these local markets to drive more and more people to the stores. So we feel good about our business.

Okay. And then I guess one more. Chris, any sort of high-level thoughts, understanding it's still early in terms of seeing the response to the royalty rate change. But in terms of anecdotally from the franchisees, has there been any pushback at all? What have the conversations been like in terms of thoughts around the change?

Sure, Dave. I would say one thing, even whether it's this or equipment negotiations or so on and so forth, we are very transparent with our franchisees. So to help them understand, I guess, the math behind it, we had three of the groups that are actually backed by private equity actually use their analytics to validate the math and make sure that they were all going to get comfortable.

So we involve them so they understand the math and get their mind around the change in the 1.59%. So it's really truly an incremental 41 bps; it's not a true 2%. So we involved them and got them involved in it. So it went over well.

That's great color. All right, thanks, guys. Good luck with the year.

Oliver Chen, Cowen and Company.

Hi, congrats. Thanks a lot. So regarding the royalty rate, with the 40 basis points what was the main driver in terms of how you are thinking long-term and why 40 basis points was the right methodology? And then also as we think about international, just what's your strategic framework for how you'd prioritize markets in terms of where you would think that the brand would make sense; just your filter as you work with franchisees and thinking about the right opportunities and how to sequence them with the right risk reward. Thank you.

Yes, I think the 41 bps was more going from 5 to 7, I think was a big move. Granted, a lot of it -- most of it was from one pocket to the other. So it was more just what was a clean number that we could get franchisee approval and endorsement to be comfortable with the move.

So I think that's really where the increase came from. And I think it was the 41 bps as we continued to have great same-store sales and drive more members per door that it's --I think it's warranted at this point that we get a little more royalty; incremental royalty is good.

As far as the priority of the market, I mean really it's all markets that are growing. I can't really say one that's necessarily a priority. (inaudible) which one we should really focus on more than another, I think is -- I think all cylinders need to fire in all markets and continue to either open new stores or relocate older stores to continue to comp.

Okay. And then just finally, Dorvin, on the comp guidance, it was tweaked up slightly at the low end. What was the rationale for doing that in terms of what you are seeing and how you are feeling about the outlook?

Sure, Oliver. Obviously, when we put our guidance in place at the beginning of the year, we had insight into a couple of months worth of activity at the time; saw what was going on, the carryover effect from last year into January, February in this recurring billing concept we have. So we obviously have good insight into that.

We saw the member growth number that we had on a net basis for the quarter. And it was -- I guess it was, as we were thinking about this full year and reflecting back on my comments a minute ago of what that two-year stacked comp would look like, we wanted to make sure that we got into the year to see how mature stores were performing, because it's getting to be obviously a bigger percentage of the base; how new stores out of the gate were performing.

And I think what we ended up with then, sitting here now with three months past us looking into the balance of the year, is that we still see that increasing comp number on a year-over-year basis as headwinds up against us, although albeit we feel good about our business. So tightening the range we feel very comfortable with right now, but we also have nine more months to go. So I think it was really that and seeing that the low end of our range was clearly achievable.

Okay. And it sounds like the mature stores you are really pleased with. Are there methodologies or marketing programs or initiatives that are in place to ensure that the glide path for mature stores continues to be robust? Just any thoughts along that line would be helpful. Thank you.

I would say the one thing that we are real disciplined on with the mature stores and unlike some would think is that once it gets to 7,000 or 8,000 members, you can throttle back the marketing because you are there. And that's the last thing you want to do, is you want to continue to every month try to drive awareness and drive new members in and get them comfortable with coming in and giving it a shot, especially that age of the segment that doesn't have a health club membership.

So it's, I think, a disciplined approach to re-equipping, remodeling, and constantly pounding the marketing.

Thank you, and best regards.

Rafe Jadrosich, Bank of America Merrill Lynch.

Hi, good afternoon. Thanks for taking my questions and congratulations, Dorvin.

Thank you.

As you look at your comp growth, can you talk about how much of the growth you think is coming from you growing the market versus share gains? And then within share gains, who do you think you are taking share from? Is it the lower-priced players, higher-priced players, or are you seeing more members that are signing up for multiple gyms?

This is Chris. I think still the same as Q1 of 2016 and Q1 of this year, the survey is showing that just over 40% are coming in as first-time gym members. So I think it's showing that finally we are tapping into that segment of the population that is just -- haven't been -- never given fitness a try, so that is the great news.

There is industry data that showed that people with two memberships, which is a growing trend, I think that's more based around the acceleration of all these boutique fitness outlets that are higher-priced and you need an appointment to work out. And if you can't get in for a cycling class, then you can't work out period.

So you do need a backup option and for $10 a month, we are the perfect option for that. So if you can't get in, you have us. But I can't say really necessarily which competitors they are really coming from, if it's coming from another club.

Got it. And then you spoke about the rising brand awareness. Have you seen any changes to your new store productivity? Are stores opening with more members initially now that your brand awareness is higher, or has it stayed pretty consistent?

It's pretty consistent, Rafe. I made that comment just a minute ago. I mean we obviously have all of the EFT revenues that we draft every month. We look at how clubs are performing out of the gate. We think that ramp period is important in the first 12, 16 months of an operation. I mean even to Chris' point as he said, mature stores continue to be able to comp, albeit at a lower rate as we've talked about in the past, but there has been no real significant change in the model.

When we go into newer markets, sometimes they perform a little bit different. Or when I say newer market, less market penetration maybe, just because of the reciprocity is not as valuable in some of those markets maybe. But no significant change from that perspective.

And then last question. As you look at the comp, the sequential comp acceleration over the last few quarters, what would you attribute that most to? And then are you seeing that sequential improvement consistent across all maturity levels of your stores, or of your gyms?

I would say there is not one single thing that's driving that, which I think it speaks to the power of the brand, both in our more higher market penetration markets like here in the Northeast and maybe the Southeast, where we have had more stores and been there longer.

Our new point-of-sale system which we put in place back in early 2015, I think that we and our point-of-sale providers, third-party partner, have gotten smarter with not only managing the data but functionality of some things that we can do internally.

I think our franchisees today are significantly smarter than they were three or four years ago. If you look at a number of our groups today, they have Chief Marketing Officers and CFOs and Head of Store Ops that they didn't have four or five years ago. And all the way from the investment that we make corporately from a headquarters perspective, not corporate store perspective, but in putting people in the field closer to our franchisees, having marketing coordinators for the various markets where we form these marketing co-ops; looking at the way we are spending our money versus the way it was the prior years.

All driving on that, and then it comes down to the power of the data. And we didn't have this kind of data back under our previous point-of-sale systems. So it's a combination of all of that, and franchisees today are holding their own training and coaching and mentoring. And it's all of that, I think, that when you think from an executional perspective you could say, well, I mean it's common-sense things.

But keep in mind if you go back three or four years ago, probably the average franchisee that hadn't gotten in just in the last 12, 18 months probably only had 3, 4, 5 stores; whereas today it's more like 8 to 10 to 15 stores. So they have got more money invested and got smarter with it. So I think it's a combination of all those kinds of things.

That's really helpful. Thanks for all the color.

George Kelly, Imperial Capital.

Hi, guys, a couple of questions for you. First, there's been a lot of growth in digital streaming subscription services. I'm wondering what your view is towards that market. Is that a place that you think within the next couple of years, you could be operating in?

This is Chris. I'd say it's interesting. I think one thing I must say is kind of in that comment I made about just the general awareness of wellness, all of this I think helps the entire industry, whether it's this or quite honestly even infomercials. I think it's just -- the more it's in front of somebody's face, I think the more people out there give it a shot. And I think being in -- going after that first-timer, we are definitely for it.

But whether it's iPhones or apps or something like that, it might be something that would be interesting, or have it integrated in our app, for example. So again, those are some pretty strategic things that we are always looking at.

Okay. Then second question on the testing you have been conducting on the Black Card. How long have those tests been going on? Can you share any more detail about what you've seen and how long you expect to continue to test?

Yes, it's only been -- I don't even know if it's been barely two months yet, so it's still fairly new to really give any color on it. But so far, it's been favorable.

Okay, thanks.

James Hardiman, Wedbush Securities.

Hi, good morning. Thanks for taking my call. One clarification, I just wanted to make sure I understood this properly. So the same-store sales guidance came up a bit at least at the lower end, but it doesn't look like the overall revenue number came up at all. Is that just rounding, or are you being a little bit more cautious maybe on the equipment front?

Yes. So on the same-store sales side, which is totally independent to the equipment side of the business, I think we've stated on some calls in the past that like 100 basis points change or improvement on franchisee same-store sales is not a significant number if you look at our overall average royalty rate that we have today. It's in the long run, obviously. Month by month, it's all cumulative, but it doesn't move the needle in a significant amount to warrant basically doing an increase on the top-line revenue.

Yet the main reason that we did not move our top-line guidance, the $405 million to $415 million, is that we still are, as I said earlier, within that 190 to 200 placement range. And that's the real -- the real variable driver of revenue is that number, because if it's significantly up or significantly down, typical average store is about around $600,000 in revenue. So those are the more variable components. But that's the reason that we didn't change the top line and then basically tightened the range on the same-store sales.

Got it. That's really helpful. And then I guess staying on the equipment side -- maybe this is an unfair question, but your primary equipment supplier last week basically made a comment that -- and they have seen some weaker equipment numbers -- and they made a comment that the club seemed to be slowing investment as they evaluate changing exercise preferences.

I guess my question is, was that maybe in reference to you and they didn't understand the timing between 4Q and 1Q, or do you think maybe that was in reference to other club customers that they have, and you are ultimately gaining share maybe as some of these other clubs are slowing their equipment investments?

James, I think you are probably right at the backend of that. It's not necessarily us; it's the rest of the competitors are slowing down their growth and/or replacement, which replacement in this industry unfortunately has kind of been a demon of this industry. No one has ever spent CapEx like we do. So I think -- but I also think new club growth is slow for everybody else but us, which is where they're seeing it.

Okay, that's helpful. Then I guess lastly for me on the royalty rate change, I guess I don't -- can you explain why an existing franchisee would willingly increase their royalty rate by that 41 basis points? I guess if they do or if any of the existing franchisees get that step-up, as you're having conversations with them and they are thinking about how to offset that incremental cost -- I know it's not a big jump-up, but are they thinking about it more in terms of increasing their memberships or maybe increasing the Black Card penetration? How are they thinking about offsetting that 41 bps?

Yes, so it's the 1.59%. It's not the 41 that is, in essence, they have the option if they so chose to amend their franchise agreement and add the 1.59% to their existing rate. And then they would start buying those products and services at cost. So from a P&L perspective, everything else being neutral, it's really no impact to the bottom line.

But keep in mind, though, I want to make sure you understand it, is that the franchise agreement that you sign as a franchisee, that franchise -- that royalty rate is for the entire life of the franchise agreement, which is 10 years.

So if you signed a franchise agreement two years ago and you were at a 5% royalty rate and that store is open, then you are today paying 5% but you are also purchasing -- for example, we give T-shirts away for free, or franchisees do and we do in our corporate stores, and those volumes of T-shirts as an example that a franchisee purchases from a third-party vendor, we receive a rebate from that vendor.

That would go away for that franchisee if he so chose to amend all of his franchise agreements and then go up by that 1.59%. So that's why we said that it really should be neutral to a store level P&L. And then the 41 basis points would not come into play until, in my hypothetical example, 8 years from now the franchise agreement would expire and then they would renew at the then current rate, whether that's 7% or something higher than that or lower than that.

Okay. And just so I'm 1000% clear here, if I'm an existing franchisee and I choose to go to the new quote/unquote new deal, I'm not going to 7%; I'm going to 6.59%. Is that how I should think about that?

If you are at 5%, you would go to that. We have stores that we opened back years ago before the franchise -- the royalty rate went up to 5% that they are paying a rate lower than that, and their rate would go up by 1.59% as well.

Got it. And then just to the question of how they -- I guess franchisees whose ADAs are expiring and are now rolling over to the new agreement, how are they thinking about recouping that cost, or are they just assuming their profitability is going to go down?

Well, it would only be the 41 bps, right? And as we continue to throw more same-store sales and more comp, it should more than offset it. I mean even one small thing we were talking about in the past when we changed our White Card annual fee from $29 a year to $39 a year, just that by itself more than covers the 41 bps, and that was done in December of 2015. So we have driven revenue all along.

Got it. Thanks, guys.

John Ivankoe, JPMorgan.

Hi, thanks for the follow-up. Covering franchise systems over the years, you see some regions that do better than others, some markets that do better than others. And there can be a lot of reasons why a market doesn't do as particularly well; wrong franchisee or real estate or growing too fast or competition, what have you.

As you have -- you've gone from being a regional company to multiregional to national over time, how good are you feeling about the entire system versus whether it's percentage of markets or percentage of stores, what have you? When you guys are just really striving for 100% excellence, do you think the system needs work or maybe needs a new franchisee or needs a new kind of strategy in any given market, or is it possible that you are happy with everything that's out there?

Yes, I think I'm happy with everything that's out there. I think new markets are doing as good as old markets. I think the ones that I'm real thrilled with is the same-store sales comps as even the mature stores, the older generation stores. And I give that a lot of credit to the franchisees that are remodeling and reinvesting in their system.

And a lot of it honestly, John, is if they have 10 or 20 stores in a market, they take pride in their market. They themselves don't want a couple ugly stores amongst their 20, because they are giving themselves a bad rap. So outside of our team having to police it, they themselves take their business very serious. So I think that's really pushing at all fronts and why all cylinders are firing today.

And even in some of the new market expansion, are your franchisees hitting their business plans like basically at a 100% level? Again, I ask this just because it's very normal, especially when coming into new markets, that things don't really go as smoothly as initially planned. But if the answer is everything is good, then everything is good, I guess.

I would say -- I mean you never bat 1,000, John, but we feel -- from conversations with franchisees that are really growing and expanding into some of these newer markets where there's less market penetration. So you could argue on the one hand, you don't have as much data on your existing members in that market and know exactly how those older mature stores are doing, and then maybe the stores opened up in the last year or two. So you've got a lot of information in the market. You have been pounding that market in marketing, etc.

So on that, I would say that even in a market like that, a franchisee would be willing to even open up a store knowing that potentially -- I mean, everybody wants it to be a home run grand slam and perform exactly like the others would be. But also keeping out the competition is also an important point that our sophisticated franchisees think about when they look at that market or markets that they own.

The flipside of that is when you go to newer markets, so primarily out West because that's, as you know, that's where we have less market penetration, etc. And again, it's going to be 1,000% but arguably California is one of the markets which has got a huge opportunity and we are opening a lot of stores, but we haven't been there for a long time. But we have stores in a market like that where operating costs can be very high, whether it's rent or labor, etc., compared to maybe some other markets. You know, you still see some of those stores still perform very similar to other markets.

Then I guess just the third I would say is that there is more and more smaller geographical areas, or more and more cities, smaller, that we are moving into just because that's where as you build out further around your markets. And there you have the benefit of maybe you can't get 6,000 or 7,000 members, but typically you are going to have cheaper rent for sure and probably cheaper labor a bit.

So the combination of those two things can offset the kind of same member volume that you might not get there as you would get in a more populated area. So we see, as we talk to franchisees, going out to markets to visit them or if they are coming in to buy new dirt, etc., we see a combination of all of those factors as things that they think about in growing their markets.

Thanks.

This concludes today's question-and-answer session. I will turn the call back over to the presenters for closing remarks.

Well, thank you, everybody, for joining us today, and it was great sharing our Q1. We look forward to the Q2 call in August, and thanks for joining us this evening.

Thanks, everybody.

This concludes today's conference call. You may now disconnect.