Hello, everyone and welcome to the Planet Fitness Third Quarter Earnings Conference call. My name is Emily and I will be coordinating your call today. [Operator Instructions] I will now turn the call over to Stacey Caravella, VP Investor Relations. Please go ahead, Stacey..

Thank you, operator and good morning, everyone. Speaking on today's call will be Planet Fitness Chief Executive Officer, Chris Rondeau; and Chief Financial Officer, Tom Fitzgerald, both of whom will be available for questions during the Q&A session following the prepared remarks. Today's call is being webcast live and recorded for replay.

Before I turn the call over to Chris, I'd like to remind everyone that the language on forward-looking statements included in our earnings release also applies to our comments made during the call.

Our release can be found on our website, investor.planetfitness.com, along with any reconciliation of non-GAAP financial measures mentioned on the call with their corresponding GAAP measures. I'd also like to invite everyone to listen in to our Investor Day on Tuesday, November 15.

You can find details on timing and the link to the webcast on our Investor Relations website. Now, I'll turn the call over to Chris..

Thank you, Stacey and thank you, everyone, for joining us for today's call. We ended the quarter with more than 16.6 million members, an all-time high and added 29 new locations during the quarter, growing our total store base to 2,353. We continue our steady recovery out of the pandemic.

Member trends remained strong with Q3 joins back to historical pre-COVID seasonality. Also, members were visiting the gym, continue to visit more frequently and cancels are lower compared to 2019 which we believe are signs that members are more committed to fitness.

We recently hosted our Franchise Conference and the energy was amazing as we were back to meeting in-person for the first time in 3 years. The theme of the conference was Unstoppable, highlighting our ability to succeed over the past 30 years through all types of economic and political climates.

While the industry reported that 25% of health and fitness facilities have closed due to COVID, given the strength of our model and franchise systems, we survived the dynamic without a single permanent store closure, emerging even stronger with tremendous opportunity for future growth.

While all age generations are nearly back to or above their pre-pandemic penetration levels, a major topic of prior presentations during the conference were our efforts to continue to increase our penetration of all generations with a strong focus on Gen Z.

We're excited about the potential long-term opportunity we have with Gen Z, as evidenced by the 3.5 million teens who signed up for the High School Summer Pass program. When the program ended in August, more than 14% of all high school age teens in the U.S. or High School Summer Pass fitness.

Not only did they enroll in the program, teens logged 17 million workouts. We made the sign-up process even in more seamless this year, allowing teens to register online which enabled us to connect with them and their parents and guardian.

In fact, our app topped the most downloaded list of apps in the Apple Store during the initial days following the launch.

Through a targeted acquisition strategy, we began reaching out the teens and their parent and guardians throughout the summer via e-mail and in messaging and text with an offer of 1-month free, if they join the paying member once the summer is over.

To date, nearly 300,000 teens and parent or guardian have joined for a total conversion rate of 5%, helping to drive member growth in the third quarter. We're already outpacing the conversion rate we had in 2019, the last time we ran the similar program. And we have a much bigger base, more than 3.5x the participants we experienced in 2019.

We continue to market to them and believe that when they already joined a gym, Planet Fitness will be top of mind. Along with our franchisees, we are focused on gearing up for our first quarter marketing plans. Pre-pandemic, we would typically get 60% of our full year net membership gains in Q1.

We look forward to the first quarter of 2023 which we're planning to be our first uninterrupted Q1 in 4 years without any impact from COVID. For the eighth year in a row, we will once again be the presenting sponsor for the Times Square New Year's Eve celebration.

We're the longest running sponsor as well as the only gym company ever, given our marketing size and scale advantage.

This will also kick off our January national brand campaign focused on reinforcing the benefits of working out beside, like mental wellness, managing stress and improved sleep as well as a post-workout positive energy felling in as well.

As you heard on our second quarter call, the percent of mature stores that have recovered and surpassed previous notion levels remained stable at around mid-30% but we added to overall membership counts.

Given our circle of join seasonality, we don't anticipate this to move significantly until the first quarter when we typically see high net member growth. The system-wide rollout of the Black Card price increase in May from $22.99 to $24.99 continues to outperform the test results.

While the pricing increase is only for new join is driving up our overall average rate, 30% of our 8.2 Q3 comp growth was driven by rate with the balance coming from net member growth. This helps our franchisees and corporate stores segment partially offset increased operational costs experienced in the last couple of years.

Yesterday, we announced the promotion that if you join to be a Black Card member between November 7 and November 15, you'll receive a free Halo View, Amazon's fitness and health and wearable tracker.

We're excited about this collaboration and we continue to explore possibilities for working with other well-known large brands who are in adjacent categories in fitness industry.

We believe that we are an attractive brand partner given our size and scale and the diversity of our more than 16.6 million members across gender, age, incomes and other attributes.

Lastly, I'm excited about our recent announcement that we promoted Jen Simmons, previously Senior Vice President of Business Strategy and Analytics, to Division President of Corporate Clubs; and that Paul Barber has joined as our Chief Information Officer.

Jen has been with Planet for 9 years and has built the business strategy and analytics functions from the ground up using data and analytics to develop and drive our overall corporate strategies. We look forward to her leadership of corporate store fleet driving performance through insights that will help benefit the entire franchise systems.

Paul will lead our technology evolution and strategy to deliver technology solutions that will continue to enhance the member experience, while optimizing infrastructure, data and operations for flexibility and scale. Our search for President is still underway but I feel good about our organizational structure.

And I believe that we have the leaders in place who will drive our next phase of growth as we emerge even stronger post pandemic. We also look forward to discussing this in more detail at our Investor Day next week. I'll now turn the call over to Tom..

Thanks, Chris and good morning, everyone.

Through the third quarter of this year, we have repurchased 1.5 million shares inclusive of a $50 million share repurchase that we executed in Q3 at an average price of $61.68 which we believe that underscores the strength of our balance sheet only 2 years after having all of our stores temporarily closed due to the pandemic.

We also announced this morning that our Board of Directors approved a new $500 million share repurchase authorization that replaces the existing one from 2019. We believe this is another signal of our confidence in the reliability and consistency of our asset-light model to generate significant free cash flow. Now I will cover our Q3 results.

All of my comments regarding our quarter performance will be comparing Q3 2022 to Q3 of last year, unless otherwise noted. We opened 29 new stores compared to 24 last year. We had positive same-store sales growth of 8.2% in the quarter. Franchisee same-store sales grew 8.1% and our corporate same-store sales increased 9.7%.

As a reminder, same-store sales for the Sunshine Fitness franchise stores that we acquired in Q1 of this year will not be reflected in our corporate-owned same-store sales until February of 2023 but they will continue to be reflected in our system-wide same-store sales, consistent with how we've treated prior acquisitions.

Approximately 70% of our Q3 comp increase was driven by net member growth with the balance being driven by rate growth. The rate growth was primarily driven by a 5 basis point increase in our Black Card penetration to 62.9%, as well as our recent price increase in May from $22.99 to $24.99.

As a reminder, the Black Card price increase that we took in May was for new joins only, so that should slowly begin to drive up average monthly dues over time. For the third quarter, total revenue was $244.4 million compared to $154.3 million. The increase was driven by revenue growth across all 3 segments.

The 7.1% increase in Franchise segment revenue was primarily due to an increase in royalties from same-store sales growth and the new stores.

Partially offsetting the increase was a decrease of approximately $2.6 million as a result of the stores acquired in the Sunshine Fitness transaction moving from the Franchise segment to the Corporate-owned segment, higher NAF expenses and the higher equipment placement expense.

For the third quarter, the average royalty rate was 6.4% which was flat to the prior year period. The 131% increase in revenue in the Corporate-owned store segment was primarily driven by the Sunshine Fitness acquisition, as well as same-store sales growth and the new store openings.

The Equipment segment revenue increased 78% driven by higher equipment sales to existing franchisee-owned stores.

For the quarter, replacement equipment accounted for approximately 75% of total equipment revenue which was higher than we typically experienced largely due to reequips that shifted from Q2 to Q3 of this year, due to COVID-related supply chain disruptions in China earlier this year. We completed 28 new store placements in Q3, flat to last year.

Our cost of revenue which primarily relates to the cost of equipment sales to franchisee-owned stores, amounted to $48.5 million compared to $27.1 million. Store operations expense which relates to our Corporate-owned store segment, increased to $57.9 million from $27.8 million, primarily due to the additional stores from the Sunshine acquisition.

SG&A for the quarter was $27.1 million compared to $23 million. Payroll costs primarily drove this increase with the addition of the Sunshine Fitness team as well as increased travel expense and expense related to our Franchisee Conference. National Advertising Fund expense was $17 million compared to $15.6 million.

Net income was $30.7 million, adjusted net income was $38.2 million and adjusted net income per diluted share was $0.42. A reconciliation of adjusted net income to GAAP net income can be found in the earnings release. Adjusted EBITDA was $93.9 million and adjusted EBITDA margin was 38.4% compared to $61.7 million and adjusted EBITDA margin of 40.0%.

A reconciliation of adjusted EBITDA to GAAP net income can be found in the earnings release. We are no longer excluding preopening costs from our adjusted EBITDA, adjusted net income and adjusted earnings per share. In the reconciliation, you'll find the prior year period restated reflecting this change.

By segment, franchise adjusted EBITDA was $53.5 million and adjusted EBITDA margin of 66.3%. Corporate store adjusted EBITDA was $39.6 million and adjusted EBITDA margin was 38.4%. Equipment adjusted EBITDA was $15.8 million and adjusted EBITDA margin was 25.4%. Now turning to the balance sheet.

As of September 30, 2022, we had total cash and cash equivalents of $467.2 million compared to $603.9 million on December 31, 2021 which included $62.7 million and $58 million of restricted cash in each period. As I mentioned earlier, during the quarter, we used $50 million to repurchase approximately 830,000 shares.

Total long-term debt excluding deferred financing costs was $2.0 billion as of September 30, 2022, consisting of our 4 tranches of fixed-rate securitized debt that carries a blended interest rate of approximately 4%. Finally, to our 2022 outlook.

As a reminder, our view assumes there is no material resurgence of COVID that causes member or supplier disruptions, whether it be a shutdown or more stringent mandates that result in a significant change in membership behaviors. In our earnings press release this morning, we reiterated and updated our growth targets for the year.

We continue to expect system-wide same-store sales growth in the low double-digit percentage range. We decreased our outlook for equipment placements in franchisee-owned locations from approximately 170 to a range of 150 to 160. This update primarily reflects a worsening of the HVAC supply chain issue.

We're continuing to monitor the situation carefully but we do expect that some placements that we thought would happen in 2022 will now take place in early 2023. We now expect revenue to increase in the high-50% range. Previously, we expected it to increase in the mid-50% range.

This revision reflects our better insight into inventory availability to meet franchisee demand for reequips. We now expect adjusted EBITDA to increase approximately 60%, adjusted net income to increase in the low-100% range and adjusted earnings per share to increase in the mid-90% range.

Previously, we expected adjusted EBITDA growth in the high-50% range, adjusted net income growth in the low-90% range and adjusted earnings per share in the mid-80% range.

Our adjusted EPS guidance is based on diluted shares outstanding of approximately 90.5 million, inclusive of the issuance of equity as part of the Sunshine acquisition and share repurchases through the third quarter.

We also continue to expect 2022 net interest expense to be approximately $86 million which reflects our first quarter debt refinancing and upside. As Chris said, we are looking forward to a solid Q4 and assuming there is no virus resurgence, we are optimistic that we will have a strong January and Q1.

I'll now turn the call back to the operator to open it up for Q&A..

[Operator Instructions] Our first question today comes from the line of Randy Konik with Jefferies..

I guess, Chris, a question for you. You mentioned in your commentary the change in utilization patterns that you saw it moved up and your cancel rate moved down.

It sounds like it was significant in trend, so I just wanted to kind of understand, how that is changing sequentially? Sounds, again, significant and what you think is driving that change in those 2 items?.

Yes, this adds -- that trend has been somewhat consistent, almost coming out of COVID, where the people that are working out are working out more than they were previously. You probably remember back since the IPO, the average person is working about 5 times a month, now it's up to 6 times a month.

And the -- and so I think that's kind of staying there. But the cancellation rate is right, I think people are just more committed, so it has fallen slightly from the past. So both are -- both trends are very good, mostly for the longer term because attrition gets better, join continue to flow like they're flowing and just going to add more base..

Got it. Super helpful. And then I guess maybe a question for Tom. I know we haven't disclosed how much you think the conversion could occur of the Teen Summer Challenge members to paying members over time.

But I guess what I wanted to try to understand is, if you look back to 2019, the last time this program took place and I think 25% of those members -- 25% of those participants converted to members.

Can you give us some perspective on the time frame of those conversions, i.e., how long should you expect or how should these conversions start to take place? When should we notice them this time around in 2022 and 2023?.

Right. Randy, this is Chris. Yes, when we said the 25%, that was from the time of the ending of the program in 2019 through the whole COVID years and stuff, so it was about 3 years ago now, right? And then we had reported that about 11% are still members today and then about 5% of the parents are still members; so it's 3 years later.

But by the -- but right now, we are trending ahead of the conversion rate for the remainder of 2019 compared to that year. So if you look at between the end of the program or the program itself through the end of 2019, we are trending higher conversion rate than back then.

So I think that probably leads us to solve, one, is just the general Gen Z joining trend is positive in the right direction, is coupled with the fact that we have other tech messages in that messaging and e-mail's now because it's all digital sign-up. So I think the trending is showing that it's doing better.

And I can't imagine that it's not going to continue over the next couple of years ahead..

Yes. And maybe one thing, Randy, as Chris said in his prepared remarks, that conversion rate is not only ahead of where we were in 2019 but it's off a base that's 3.5x plus larger. So the impact on membership is much greater..

Our next question comes from Brian Harbour with Morgan Stanley..

Maybe just a question on the replacement equipment revenue which seems like it's really picking up quite quickly.

Is that something that you kind of expect to continue in the fourth quarter and into next year? Or any kind of puts and takes there that we should think about?.

Yes. Brian, it's Tom. I'll start that. So I think part of the mix shift and it being 75% of the equipment revenue is because of the shifting of reequips from Q2 to Q3 because of the Shanghai shutdown. So it pushed reequips into Q3 and then some of the supply chain issues moving the new stores around a little bit.

So for the year, maybe this is the direct answer to your question. For the year, with the change in our placement outlook, we believe reequips will be closer to 60% of total equipment revenue compared to where we were saying before, it would be closer to 50-50..

That's helpful, yes. And then maybe just a question on kind of new unit openings. I mean, do you think that -- you said it's the HVAC issues.

Do you think those start to kind of come off next year, I don't know, if there's like a crush at the end of the year? Is there anything else that's at play just in openings this year?.

No. The issue this year primarily is the HVAC issues. And from what we hear, no one yet knows one day abate or go away. I think it's a combination of changing standards, catching the manufacturers off-guard a little bit but also the Shanghai shutdowns and continuing sort of rolling lockdowns here and there in China.

So we were in discussions with some larger franchisees here recently and the frustrations continue because you sort of don't know until it's too late in the cycle. So we'd love to say it's going to end in Q1 but we're not in any position to say we know when it will end.

Hopefully, it's sometime in '23 but all manufacturers, all big manufacturers are telling us they don't yet have a firm commitment on when it will return to normal, so to speak..

Next question comes from Rahul [ph] with JPMorgan..

Chris, you guys talked about the franchise conference. Can you just give us some more insight on what kind of conversations did you have in terms of how the franchises are feeling in terms of store openings or in terms of their financial health or anything else that kind of stood out that makes sense to discuss? That would be appreciated..

Sure, yes. There's more excitement around the fact that the trends we're seeing with all the generations and specifically Gen Zs and the increase of their propensity to join. So that's all already good stuff.

On top of that, some of the conversations were some lines about the build-up costs is definitely some inflationary cost of build-out and construction which luckily the model can weather that storm. It's not that we want expense to go up but it is for the time being. Will it come down in time, hopefully but time will tell.

We don't really have a crystal ball on that one. But -- so it's always about around that type of stuff. But all in all, it was -- people are excited to talk about the future. Pandemic is not behind us.

It seems like everybody is thinking about how to get back on track with looking at real estate and driving marketing and sales and membership back to where it was. And we're well on our way today which is great.

So they are bullish and excited to get back to business here to just definitely be great from the inflationary costs when the build-out and construction came down. I would think it just add more fuel to the fire..

Got it.

Just to follow-up on that, talking about real estate, like, is there anything new in terms of like store formats or anything that makes sense to consider given the changing trends and the kind of frequency of visitations? Have you guys revisited that? Or like were there any conversations with the franchisees in terms of the white space going ahead when it comes to the format of the books?.

I think the only thing that we're looking at now preliminarily but looking at a lot of data to look at is the change in our membership base. If you go back pre-COVID, Gen Zs were our smallest segment of our member base, the next being the Boomer, Boomer Plus generation which is Boomer and Silent.

And today, they're our second largest part of our member base, believe it or not. So it's grown substantially over the last 3 years. So we're paying attention now just to look at some of their utilization of what they're using in the facility and is there some retooling slightly of just our equipment makeup.

Is it ellipticals or is it treadmills or is it kettlebells and different functional training stuff which functional training is definitely something with the younger generation? So just paying attention to some of that as the makeup of our base changes.

But as far as size of box, no, I think that would be about the same but maybe just retooling of inside the 4 walls..

Our next question comes from Joe Altobello with Raymond James..

Just want to go back to the HVAC shortage situation.

I guess, first, is there an opportunity to find alternate suppliers outside of China? And secondly, could it actually benefit your store openings next year given the shift in timing from this year and the assumption obviously that it gradually gets better?.

Joe, it's Tom. I'll take that. So we're in contact with the large suppliers, Carrier, Trane and so on. And I think we're doing all that we can to get our fair share, more than our fair share of that. The problem is, unlike with equipment, we don't have a real preferred supplier relationship there. It's something we're looking into.

But -- so we are opening stores. We -- it's not like there are none. There's just not as many as we need. And we've done all that we can to try to secure equipment in advance.

Many of our franchisees, as we've talked to them, are actually looking to refurb or keep the equipment there if they can via code and just wait until more supply is available and then replace it. They tend to like to replace it all at once, so they don't have to worry about going back in and doing it a year or 2 later.

So I'd say we're doing everything possible as the franchisor and working with our franchisees and with the suppliers to secure what we can. It's just the demand exceeds the supply. And I know we're not alone. We're hearing it from other multiunit folks trying to open up new units. So I wish I had a better answer on when it will end.

It's not a forever thing, for sure. It's just we're not sure exactly when it returns back to normal, as I said previously..

Okay, understood. And just maybe to follow-up on that, curious, you guys haven't done an Investor Day in quite some time.

Maybe kind of preview for us what we should expect to hear next week?.

Yes, it's going to be great to bring a team out. Usually, all you really heard from is me and Tom and previously Dorvin.

So it is great to bring up the team out and talk about a lot of our different strategies and endeavors we're on with each of the departments, whether it's digital and data and the generational trend, we'll share a lot of what we're seeing and historically what we've seen, how they've grown, as well as marketing and Jamie and so on.

So there'll be a lot of the team there talking about where we've been. A lot of the people, a lot of even current investors haven't really heard the story from back in the IPO days.

And the last 30-year history what got us here, what made us being successful in going through many ups and downs and why we're still here today after COVID with no bruises.

So -- but a lot of it will be strategy and future-looking plans that we'll be working on and much like the -- you saw my remarks on the Amazon Halo partnership, where we're in the middle of right now. That just started yesterday.

Just a lot of exciting things, the doors that are opening up here with our size and scale and coming out of COVID and the highlight on health and wellness is at an all-time high, I think, from not only just members but I think also partnerships like this..

Our next question is from Alex Perry with Bank of America..

Just first, I just wanted to square away some of the membership numbers from the quarter. So you had about 100,000 net new joins in the quarter. You said churn was lower than 2019. You had 300,000 new joins from High School Summer Pass compared to about 65,000 in 2019.

But you sort of added the same amount of members quarter-over-quarter compared to 2019, so what would sort of be the delta if we sort of compare the quarter-over-quarter joins versus 2019?.

I believe -- I think the 300,000 is really from the beginning of the program, April and May. Yes..

Got you. So you just added the -- okay. So you added the High School Summer Pass participants earlier this year compared to 2019. Got you. And then -- okay, that makes sense. And then my second question was can you just talk about the health of the franchisee base and their willingness to open and the rising rate environment here.

Sort of when should we get back to that sort of 200-plus algorithm? Is the only thing restraining that HVAC right now? Or how are you sort of seeing sort of the overall health? And you mentioned build-out costs but the rising, how are you sort of thinking about the rising rate environment?.

I'll hit on the inflation stuff and then let Tom talk about the interest rate stuff. What we don't really know quite yet, Alex, is that every year, franchisees are required to open a certain number of units contractually under their area development agreements.

But a lot of the developers pre-COVID world, they were opening ahead of their schedules, right? So what we're not sure of now is with the cost -- rising costs or risen cost of buildouts is that will franchisees open up 2 or 3 units themselves that really aren't required to open into future years or they want to wait until maybe costs come down and then open them.

So we just don't know if they're going to open ahead of their schedules here go forward until costs come down or maybe they want to wait to open future ones when they do come down. So that's just the part we really don't know their appetite for opening ones early on that side of things. But Tom can obviously..

Yes, Alex, I think the interest rates going up isn't helpful but I still think on a relative basis, the returns, as we talk to our franchisees and we've talked to our largest franchisees here, top 30, as we do every year, we've completed almost all of them now. No one's really saying rising interest rates are holding them back from building.

A lot of the stores are funded just from the cash flows of the business. And frankly, a lot of the PE folks don't take money out of the business. They plow the money back in. So that's -- there's a fair amount of momentum before those new store builds. And I think what Chris said is right, the costs are definitely higher.

But as we've looked at commodity costs and even shipping costs, I forget the numbers off the top of my head but the cost of moving a can from Asia was a few thousand then went to high teen thousands and now it's back even below where it was pre-COVID. So these things are moving around quite a bit.

So we've heard from some franchisees that time is different. I'd say the other thing that's very encouraging on the development side is, as we've talked to a number of these larger franchisees and we talk about their financials, a lot of their mature store have returned or are very close to the pre-COVID profit level.

So while membership still may be trailing a little bit here and there depending on their geography, the continued increase in Black Card mix and the recent Black Card pricing will continue to improve margins. And I'd say the last thing on the inflation side, there was a lot of talk about wage inflation, that has really slowed down quite a bit.

And as we've talked about, even with wage inflation in some markets being fairly considerable, one good year of same-store sales growth because of our model and low labor costs really offsets the impact and margins basically return back to where they were before the wage inflation after 1-year of mid-single-digit same-store sales increase.

So anyway, I hope that kind of rounds out the picture for you..

Yes, that's perfect. Best of luck going forward..

Our next question is from Warren Cheng with Evercore ISI..

My first question, I know this is a sort of a seasonal low period for joins but do you have data on where your new members are coming from? Are you seeing any uptick in members coming from other gyms or higher price gyms?.

Yes, from what we have seen from closed gyms, a little bit less than 1% from closed gyms. 25% of our joins now are rejoins still. And almost 40% of our members are still first-time gym members. So not too much has changed there. But we don't really -- we haven't really seen or heard or surveyed anything coming from higher-priced gyms.

Anecdotally, I'm sure it's happening from people trading down. And if I go back to 1999, 2000, the dot-com bomb went off. Anecdotally back then, we saw having from maybe a store [indiscernible] back then but we saw it and experienced it back in as well.

But I'm sure it's happening and the people get more cost conscious of what they're spending money on. And as many people have gone to multipurpose clubs, you realize you don't use a rock wall or the pool, why paying for it. So it's probably something that's in our favor. We had some great same-store sales back in that era, late '90s..

Got you. Very helpful. my second question, I just wanted to ask about that Amazon Halo collaboration.

Is there any back-end integration with the Halo, you're on a data sharing basis or integration with your own kind of fitness app, we could kind of tap into that activity tracking data?.

Not yet but this part of the plan is have Halo or [indiscernible] but also talking to the app and have the data flow. But strictly right now, we're experiencing to get the free Halo with any Black Card purchase, zero enrollment, $24.99 a month. And the Halo is free for the first year.

And then after that, they -- if you want to continue with it, they go and pay Amazon their $3.99 or $4.99. But it includes a free 1-year membership with Halo as well..

Our next question is from Max Rakhlenko with Cowen & Company..

Congrats, guys. So first, January feels like it's going to be a very important season for you following some of last -- some of this year's challenges.

So just curious, how do you feel about your readiness heading into the season? And what do you plan to do differently next year compared to both this year as well as the pre-pandemic years?.

Yes, this year, we have our annual New Year's Eve celebration here to kick it off at Times Square. So it will be our eighth year and longest-running sponsor of Times Square. But the normal integration, you'll see with our stage and hats and such and the commercial -- that kicks off our January promotion.

And then we'll normally do an extension towards the end of the month as well for this. But -- and as the -- we also pushed the $10 membership as that entry-level pricing throughout that commercial.

The branding and messaging will be similar to what we've been doing this year which is really about that post workout glow, the feel-good feeling, the mental health benefits of exercise as opposed to the general -- general thought of people think about the waistline, right? So we're going to continue with that theme.

One of the thing might be a little different this year is we're going to lead up to some last week of December promo, end of the year special before we go into that January push. So a little bit different time than that one, where normally December is a mid-month flash sale. So we have a little push at the end as opposed to the middle of the month.

Besides that, nothing out of the ordinary but just more of the same. But I think it's going to be -- it's quite amazing, the things will be the first fourth quarter -- first, first quarter in 4 years that hopefully will not be interrupted by anything. So I think it should be a real good one for us..

And Max, it's Tom. One thing to add there, I think our agencies have transitioned on a -- across our franchise system away from Publicis into 1 of the 2 existing agencies that we've talked about.

So in our discussions with franchisees, they're very settled and happy about where they are with their agency and very confident looking forward that the execution will be back to what they were used to.

So -- and we're also feeling very good about reconnecting with Barkley strategically on the creative and also working with us as our agency of record for NAF. So compared to where we were several months ago, we feel like we're on tariff firm here when it comes to agencies..

Yes. And I think the only thing I'd add too is, as you know, Max, the marketing flywheel we have and we're going into this first quarter with once again the largest member base we've ever had which is just more marketing dollars. So -- and I think if you go back even pre-pandemic, you can't even join in the Planet Fitness App.

So that in our favor with marketing and have an uninterrupted first quarter, we expect a special first quarter..

Awesome, that's great. Appreciate all the color on that. And then separately, just congrats on appointing Jennifer Simmons to Corporate Club's President. Seems very well deserved.

Chris, what are Jennifer's top priorities today? And how is the integration of Sunshine going? And then, what can you share about just some of the best practices that you're seeing that can be translated to the rest of the portfolio?.

Sure. Yes. She really helps build up our whole strategic and data analytics here in the business. And most all our decisions here with the franchise system, whether it's marketing, size of box, demographics, I mean a lot of it is all coming from data that she's put together that proves out best practices.

So to have her influence our corporate store fleet of 200-plus stores of these now and growing it, with her background, is going to be kind of a perfect storm, I think, in a lot of great ways. So I'm excited to have her take over that fleet along with Mary, who is the VP of Ops down there; and Scott, who has been the marketing position down there.

He's been there in the Sunshine deal that we brought on board.

And I think it's important to note that with our same-store sales of 8.6% -- I mean, 8.2% system-wide, that our corporate store legacy fleet, right, is -- you recall, Max, our legacy fleet, because they're our oldest, most mature markets back from 30 years ago, we don't have a lot of new store builds in the legacy fleet to influence same-store sales.

So this is like the first couple of quarters here with their influence that our corporate fleet has outpaced same-store sales of the system which has never happened. So there's no doubt there's some best practices from a marketing and operational store front that they have already put in place in our legacy fleet that are having influence.

So really great news there. And with Jen's support now down there as well in Orlando with their home offices, I expect some really good things..

Our next question comes from Chris O'Cull with Stifel..

This is Patrick [ph] on for Chris. Chris, I appreciate the comments around the supply chain constraints and development but I just want to ask just 1 follow-up.

If we step back from all of that, can you just give us a sense of what's in the pipeline today in terms of projects and whether you're seeing the number of projects in that pipeline grow over the last 6 to 12 months or so relative to where it was?.

Patrick, it's Tom. I'll take that. I think what you're getting at is sort of the outlook for 2023 and we'll talk about that. We really don't talk about where things are in the flow and in the pipeline. But I kind of come back to what Chris was saying. Franchisees absolutely know what those obligations are they have to build.

The returns are still very strong. We've had new PE folks come in and invest in some of our larger franchisees here recently. Knowing that the cost to build are up and who knows how long they stay up but still aggressively looking to build because the returns, as they tell us, are still relatively better than anything they see.

So while there might be a slight step back because of -- on the ROI because of the higher cost to build, we don't see it really diminishing the appetite, nor they know the requirement is there. So we'll certainly talk more about where this all looks for 2023 as we normally do when we provide that outlook on our year-end call..

Got it. That's helpful. And then, Tom, I was hoping you could provide just a little bit more color on the relative contribution to the corporate store margin that the legacy store portfolio had. I know Chris just mentioned that the comps are really strong in that segment of the corporate store portfolio this quarter.

But to what extent have you seen the membership levels continue to recover in those gyms sort of excluding the higher margin performance in the Sunshine units? And how should we be thinking about that heading into 4Q and then into next year in terms of the trajectory of the corporate store margin?.

Yes, it's a good question. And I think the good news is, as Chris said, the stronger same-store sales from our legacy markets will certainly -- given our model and the largely fixed cost nature of it, will flow to the bottom line and continue to enhance those legacy store margins from a 4-wall standpoint. So all that is very strong.

And Sunshine, also, they continue to perform. And you might remember, Patrick, we talked about at the time of the acquisition, pre-COVID, the Sunshine mature stores were several hundred basis points higher in 4-wall EBITDA margin than our legacy stores, primarily because of the markets they're in, lower cost to build, lower cost to operate.

And so that's remaining intact but as comps continue to drive higher AUVs and those dollars flow to the bottom line, 80-plus cents on the dollar, both sets of stores margins should continue to increase.

And I'd say the other piece that we talked about year-on-year with Sunshine is they had a full -- more of a full team there leading that unit where we had more of a hybrid approach from an SG&A standpoint, for lack of a better term.

And now that, that is fully incorporated into our run rate, that might have been a little bit of a headwind on a margin basis but won't be going forward as we leverage that because sales will grow faster than the SG&A..

Our next question comes from Jonathan Komp with Baird..

I'll ask one more question on units and I'm sure we'll have more questions next week, too.

But I guess big picture, if you don't get back to opening 200 units a year on the franchise side, should that be viewed as any sign that the long-term potential is not as large or as good as you thought it was pre-COVID? And maybe on the company stores, are you planning any slowdown in the company growth just given the inflation challenges with construction?.

Yes, I don't see -- we still have over 1,000 in the pipeline, Jon, community area development agreements with the franchisees on top of the 2,300-plus that are open today.

And as we've talked about in the past, the franchisees, their territory that they have undeveloped is almost as valuable as the one they have that are developed, right? And that's where a lot of the value of their business comes from is their units along with the runway.

So they never want to lose their runway from not developing and have it contractually taken away from them which then would resell to another franchisee that's going to build it.

So I think the big question that I mentioned earlier is we're not sure if they're going to want to open ahead of schedule just because of the cost of opening stores right now, as they want to wait and see if that comes down in a year or 2 because they would sometimes open up units that maybe weren't committed until here right now in 2022.

They might have opened up 2023, '24 and '25 in the same year, right? So they might just kind of slow down slightly so that you store open contractually but not open ahead of schedule.

So whether we get back to 200 or we get back to 260 like we did in 2019, I think it might be just a little bit of hesitation to go open up 20% more units than they're required to because of that. So still a lot of units to be opened and a lot of contractual needs to be opened. So it will push a lot of openings each year.

It's just hard to say if we go from 200 to 260 to 300 or are we going to be a slow ramp until costs come down..

And Jon, on the corporate side, I mean, as you know, part of the attraction of the Sunshine acquisition was not only the current portfolio they had and the profitability and the team that they had but also the pipeline.

And so in addition to the opportunities in our legacy markets, we really like the ROI opportunities for the new stores in the Sunshine territory. So we do not anticipate slowing down corporate store development. We want to maintain roughly our 10% penetration, so we would look to grow with the system.

In any given year, it might be a little bit ahead, a little bit behind just based on real estate opportunities and what's happening site-by-site but our intent strategically is to stay around the 10%..

Yes, that's great. And then just 1 follow-up on pricing. I think year-over-year, you saw maybe a little less increase in the Black Card penetration.

So any drivers behind that? And are you seeing any pushback on the higher Black Card monthly pricing? And then any decision on annual pricing and just trying to think about how much pricing benefit you might see for new units going into 2023?.

Yes. We say that slight pullback in Black Card acquisition this quarter was mostly just from the increase in the $10 a month High School Summer Pass teens converting into. So just drove a little bit of a slight decrease in Black Card acquisition this quarter but it wasn't related to the pricing on the Black Card itself.

The acquisition of this general off-sale periods were normal, actually, slightly even better, believe it or not which is interesting because this is the first time we've raised the Black Card price which is the third time we've done it.

But it's the first time we've done it where we didn't see a decrease -- initial decrease in Black Card acquisition for a couple of months before it rebounded. So really interesting that even though we had a $2 increase, we saw an increase in acquisition, just that the teens actually drove it down this quarter..

And Jon, we said on the call that the Black Card, since the rate increase, we're still outperforming the test results that we have..

And I don't see -- as far as and I think the price increase in general, I don't see that $10 changing, make that still, as we've always talked about, kind of get you off the couch price. And I think it's just an amazing business model where we advertise $10 generally speaking and people come in.

And when they really the benefits, they end up taking the Black Card in that 60% range. So it's a great curiosity price, get people interested in checking it out and then we hope we get them to convert upwards..

Our next question comes from the line of Simeon Siegel with BMO Capital Markets..

So Chris, you've had Sunshine for a bit now and you're seeing the full top line EBITDA recognition. Just any learnings or changes how you're thinking about long-term corporate versus franchise numbers going forward? And then just, Tom, can you -- sorry if I missed this.

Can you just remind us how long the NAF expenses should outweigh the NAF revenues and any help on what that discrepancy is during that time?.

Yes. I think to Tom's earlier comments, I think we want to stay at that 10% range that we reiterated when we bought Sunshine.

So as the fleet grows, we continue to build corporate stores in all our markets, the legacy markets as well as the Sunshine markets and probably any smaller tuck-ins of franchisees that come up for sale in and around our current locations that we're in, right? So anything in that Southeast part of the country or Northeast, where we are -- most of our corporate stores are and as smaller franchisees, let's say, come for sale, tuck them in.

But I think it's -- I think leveraging their ops and some of their marketing techniques that they've put in place, as I just said, is the legacy store same-store sales are ahead of systems which has never happened. So it's a great influence that they're having on the system which is great.

I think we're now with Jen's leadership down there, with the rest of the team, I look for some really good things to happen and continue to build ground-up stores as well there. So still the same plan but, I think, probably a better outlook, I think, in the future..

And Simeon, on the NAF side. Pre-COVID, we always kind of balanced what we spent with what we collected. And then during COVID, we decided to make some unilateral moves where we spent more than we collected. And then coming into this year, we were intending to be sort of back to where we were historically.

But I think with all the impact of the Omicron variant in January, right during the peak join season, the fits and starts, frankly, that we had with Publicis and some of the things that we ended up having to pay for that we thought part of our longer-term contract would have been free really changed the dynamic there.

And we didn't -- we felt that was appropriate for us to absorb to where NAF will be greater than -- NAF expense will be greater than collections. I think it's $7.3 million year-to-date, on track to be right around $10 million full year.

Our intent, as Chris said, assuming COVID is behind us and we get back to a more normal Q1 in January which certainly looks like it will be the case compared to what we've seen here in the last couple of years, our intent would be for NAF collections and expense to match up as they did pre-COVID..

Our next question is from John Heinbockel with Guggenheim..

Chris, let me start with what is your current thought on national versus local, right? Because I think the idea was maybe eventually you would do more national, less local. But if the local is improved, right and tweaked, do you move more in a national direction? And then I think that's question one.

And then the other part of that, right, was maybe that would pave the way for a royalty rate increase down the road.

Are we quite a ways away from that particularly given the cost increases that franchisees are absorbing to get a club open?.

Yes, I think -- it's a good question, John and I think as I've mentioned this in the past. But if it wasn't for COVID, we have 53 straight quarters of positive comps leading into it and we were probably at a point were raising the royalty probably would have been in the card.

But naturally, now coming out of COVID and we're not 100% of the stores on back to where they were and some payroll expense increase in some of these in operational expense. So once EBITDA margins that they returned to close or passed where they were and that definitely is a topic of discussion, I believe.

So we're not quite there but I believe we see it in the same-store sales. And as you know, the flow through is a matter of time. As far as the lap, I think a couple of more -- at least a year, maybe 2 with Zimmerman, Merak and Barkley now is our easier record and now quick in the data.

We just had our big annual October sale, as I'm sure you saw, we're going to have a post-mortem now every sale and all 3 agencies are going to get in the room.

We're all going to go over most outperforming markets and most least performing markets and then boil down exactly reasons why and what media mix and spend they did so that we can now have that to teach and show all the Zs, what to do for the next sale. And that will be refined every time we do this, right? We'll learn something every time.

And I think as we get there, we end up understanding the mix better and make them spend more efficient which then leads to why we just put more money in national and then pave the way, so it's easier and the franchisees have less to worry about on their own end and then just maybe moving some of that over.

And now the efficiency goes better, perfect storm would be that the 9% doesn't have to be 9% anymore. And the 3,000 to 4,000 stores reopen, does that really need to be 9%, maybe not. So that just gives us more opportunity for a royalty increase as well. And it's the same dollars outside the full well of the franchisee pay which would really be great.

So I think it's just a matter of time. I believe we'd get there. It's just about how soon..

And maybe secondly, what's your thought now on pace timing, right, in geography of international expansion, right? Do you want to step it up? And I guess it would be greenfield, Asia would be the focus initially?.

Yes. I think as we've talked about in the past, kind of a hybrid approach. We didn't really have an international team per se. It was just a development team here and ops team here doing, call it, a country a year, right? We get to go in where it didn't really work. Mexico has been phenomenal for us. Australia has been phenomenal.

I mean average more members than -- Mexico stores open with 3 or 4x members of the U.S. store. Panama has done great. Australia has done great. New Zealand is going to be opening the first store this coming year.

So right thing now putting -- we're going to look to put an international team together that focuses solely on just international and begin to build that team out. And I don't think it would be abnormal for us to now look at doing 2 or 3 countries a year. I think some will have to be creative.

And whether it would be an acquisition of a brand, as you know, in Europe, there's a lot of big ones, does it make sense if somebody is to go one at a time we acquire. Asia, on the other hand, Japan specifically, is not really any large-scale, low-cost providers that the price doesn't make sense to go in, Planet and start to build out stores.

So I think you'll see more focus and probably see more than -- probably see more 2 or 3 possibly a year as opposed to 1..

Our final question today comes from the line of Paul Golding with Macquarie Capital..

I wanted to talk a bit more about Black Card. In the past, you've noted that reciprocity is the biggest benefit.

And I was wondering how that trend has evolved sort of post COVID now and with maybe more hybrid work and how PF plus is also factoring in given the inclusion of the platform in Black Card now and any engagement metrics around that?.

Yes, this is Chris. We have -- the merchant process is still the most used feature by far. Even with some of the either work from home or a hybrid approach, we haven't seen a huge falloff at all on the reciprocity side of things. Second most popular is the guest privileges, strong second, so you bring guests free to work out with you.

And all the others are pretty relatively small, whether it's hybrid, I mean, with the hydro massage beds or tanning or the digital usage. So it's all fairly small in that sense. The other one is the reciprocity as well as the Black Card amenity usage, I mean, the reciprocity and the Black Card usage are definitely the most used by far.

It's all bundled, so it's really hard to see what's driving the Black Card acquisition sale. Is it the reciprocity or is it the digital? We had very few $5.99 digital subscribers. But the interesting thing is the ones that do, more than half of them end up becoming bricks-and-mortar after the fact. So it's -- you know there's very few of them.

When they do it, they end up being kind of a gateway into the bricks-and-mortar down the road. So it is converting people over but it's a very small number..

Got it.

And then in terms of the Amazon Halo offering, is there any opportunities there that you're taking advantage of a cross selling or cross marketing? Or are you getting any sort of media collateral from them? And what are the opportunities there?.

Yes, it's not so much we can disclose on how the partnership is working but they're really great to work with, first off. And this is the beginning, hopefully, if all goes well with the sales, it's probably going to be the beginning of a lot of other stuff we can do in the future with them.

We haven't -- or no one's really sold gym memberships on Amazon yet. So if there was a way to do that, that would be something that would be pretty interesting to understand. But we haven't crossed that bridge at all. But I think it's just the beginning of hopefully a long-term relationship granted that, that sale goes well this year.

But what's really good about it is if it does form to work, as you've probably seen or know, we either do $1 down or 0 down during a promotion. Where do you go from there, right? We pay them to join, it doesn't get -- you can't get any cheaper, right, $10 a month. But I think when you start giving stuff away like this, it is like paying them to join.

So hopefully, it could be the beginning of understanding and learning ways to drive volume otherwise -- other than just going to no enrollment fee..

Those are all the questions we have for today. I will now turn the call over to CEO, Chris Rondeau for concluding remarks..

Thanks, everybody, for joining us today and hopefully, you get to join us at the Investor Day next week. And really excited to wrap up fourth quarter here as the Amazon Halo promotion goes, Times Square kick off here for New Year's Eve and an uninterrupted great first quarter. So I hope to see you all next week. Thank you..

Thank you, everyone, for joining us today. This concludes our call and you may now disconnect..