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Earnings Call: Q3 2018

Nov 6, 2018

Operator

Good afternoon. My name is Connor, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Planet Fitness third quarter 2018 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there'll be a question and answer session. If you would like to ask a question during this time, simply press star, then the number one on your telephone keypad. If you would like to withdraw your question, press the pound key. Thank you. Brendon Frey, you may begin your conference.

Brendon Frey
Partner, ICR

Thank you for joining us today to discuss Planet Fitness's third quarter 2018 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 planetfitness.com. I would like to remind you that certain statements we will make in this presentation are forward-looking statements. These forward-looking statements reflect Planet Fitness's judgment and analysis only as of today, actual results may differ materially from current expectations based on a number of factors affecting Planet Fitness's 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 third quarter 2018 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?

Chris Rondeau
CEO, Planet Fitness

Thank you, Brendon, and welcome to Planet Fitness's Q3 earnings call. We had a fantastic quarter highlighted by another strong financial performance. Before Dorvin walks you through the details, I'd like to quickly mention a few notable achievements. System-wide same-store sales in Q3 increased 9.7% on top of a 9.3% gain a year ago. Adjusted net income per diluted share grew 47% to $0.28, compared to $0.19 in the prior year period. For the quarter, net member growth contributed to 70% of the increase in system-wide same-store sales, reinforcing that our differentiated and affordable approach to fitness continues to resonate with consumers. The Planet Fitness brand is also experiencing strong momentum, both in new member growth and new unit growth.

In Q3, our member base was 12.2 million members at the end of the quarter, up from 10.5 million members a year ago. We opened a total of 40 new franchise locations in Q3, ending the quarter with 1,573 franchise stores in the U.S., Puerto Rico, Canada, Dominican Republic, Panama, and Mexico. On the corporate store front, we opened one new corporate store in New Hampshire and acquired 4 franchise locations in the Denver market, while the franchisee continues to focus and operate in other markets. This brings our total corporate store count to 73 at the end of the third quarter, up from 58 in the prior year period, and brings our total system-wide store count to 1,646.

With one corporate location in the Denver market prior to our four-store acquisition, this acquisition allowed us to strategically maximize our marketing efforts and leverage operational efficiencies, and is in line with our previously discussed plans to acquire and develop corporate stores in locations that make strategic sense. In Q4, we plan to open three additional corporate stores to round out the year. The Planet Fitness brand is truly firing on all cylinders, with enhanced leadership on both the real estate front and marketing front. I'm extremely excited about the work being done in these new areas. From a marketing perspective, our efforts have become more and more sophisticated via enhanced research and analytics, continuing to set Planet Fitness apart from the competition. From a real estate perspective, we are also leveraging enhanced analytics and data for more precise site selection.

Our well-capitalized franchisees continue to invest in expanding their footprints and are taking advantage of the pressure being placed on many bricks and mortar retailers from the increase in digital commerce to secure 8 sites in various markets. Landlords and REITs looking to fill these vacant spaces are continuing to turn to Planet Fitness as a tenant to drive traffic to their centers. At the same time, we are having conversations with retailers that are downsizing their stores and are turning to us to take over extra square footage. Another positive trend is the number of private equity groups continuing to invest in our existing franchisees. We now have over 10 private equity groups in the system, including our former sponsor, TSG Consumer. Importantly, the franchisee from whom they purchased these clubs are staying on board to lead their day-to-day operations and are focused on driving further development.

With the increase in private equity groups, it's bringing enhanced systems, processes, and marketing and analytics to the franchisees. Shifting gears a bit, I want to quickly recap the Teen Summer Challenge pilot program we executed in our 17 corporate clubs in New Hampshire this summer that allowed high school teenagers in the state to work out for free from June first to September first. I cannot be more pleased with the final results, as thousands of teenagers took part in the program. What was particularly exciting to me was the number of teens who activated their free membership, combined with the number of workouts that remained steady throughout the summer. This program is a great opportunity to help teens introduce fitness into their daily lives.

It is also an opportunity for Planet Fitness to build brand affinity and loyalty with Generation Z, which is the largest audience segment of the population today, making up approximately 26% of the U.S. population, according to Nielsen data. We look forward to potentially expanding this initiative nationwide next summer. While I'm extremely pleased with our consistently strong financial performance today, I'm even more excited about the bright future ahead and the many opportunities for continued growth. Industry trends continue to be positive, and more and more people strive to achieve healthier lifestyles. In fact, a recent national study published in October showed that not exercising is worse for your health than smoking, diabetes, and heart disease.

Heightened awareness of the importance of a healthy lifestyle for your physical and emotional health will continue to benefit our industry, and we are well positioned to capture additional share of the existing market and attract new market entrants thanks to our welcoming, non-intimidating environment and affordable price point. I look forward to closing out 2018 with a strong fourth quarter, typically our busiest period of the year in terms of new store growth. Ringing in 2019, watching Planet Fitness yet again take over Times Square on Dick Clark's iconic Rockin' New Year's Eve celebration, viewed by over 180 million people in the U.S. and 1 billion people worldwide. Thank you. I'll now turn the call over to Dorvin.

Dorvin Lively
President and CFO, Planet Fitness

Thanks, Chris, and good afternoon, everyone. I'll begin by reviewing the details of our third quarter results and then discuss our full year 2018 outlook. For the third quarter of 2018, total revenue increased 40.2% to $136.7 million from $97.5 million in the prior period. Total system-wide same-store sales increased 9.7%. From a segment perspective, franchisee same-store sales increased 9.9%, and our corporate store same-store sales increased 6.1%. Approximately 70% of our Q3 comp increase was driven by net member growth, with the balance being rate growth. The rate growth was driven by a 40 basis points increase in our PF Black Card penetration to 60.5% compared with last year, combined with the $2 increase in PF Black Card pricing for new joins that was put in place system-wide on October 1 of 2017.

During the quarter, the increased PF Black Card pricing drove approximately 300 basis points of the increase in same-store sales. Our franchise segment revenue, which beginning in 2018 now includes national advertising fund revenue, was $54.8 million, an increase of 54.2% from $35.6 million in the prior period. Let me break down the drivers of our fastest-growing revenue segment. Royalty revenue was $36 million, which consists of royalties on monthly membership dues and annual membership fees. This compares to royalty revenue of $22 million in the same quarter of last year, an increase of 63.3%. This year-over-year increase had three drivers. First, we have 199 more franchise stores since the third quarter of last year. Second, as I mentioned, our franchisee-owned same-store sales increased by 9.9%. Third, a higher overall average royalty rate.

Our franchise and other fees were $3.5 million compared to $7 million in the prior period. These fees are received from processing dues through our point-of-sale system, fees from online new member sign-ups, fees paid to us for new franchise agreements and area development agreements, as well as fees related to the sale and transfer of existing stores. The decrease was primarily due to the number of stores that have amended their existing franchise agreements to increase the royalty rate instead of paying these fees just mentioned. For the third quarter, the average royalty rate was 5.7%, up from 4.3% in the same period last year, driven by more stores at higher royalty rates, including stores that amended their franchise agreements.

In addition, the change in how we recognize ADA and FA fee revenue was about a $2.5 million headwind in Q3 of this year compared to the prior quarter. As we outlined previously, we now need to recognize these fees over a 10-year period versus at the time the related franchise agreement and lease is signed. Also within franchise segment revenue is our placement revenue, which was $2.5 million in the third quarter compared to $2.4 million last year. These are fees we receive for assembly and placement of equipment sales to our franchise-owned stores. Our commission income, which are commissions from third-party preferred vendor arrangements and equipment commissions for our international new store openings, was $1.4 million compared to $4.1 million a year ago.

The decrease was primarily attributable to the number of stores that have amended their existing franchise agreements to increase the royalty rate instead of paying commissions, as just discussed. National advertising fund revenue was $11.4 million compared to zero last year, as the new GAAP rules related to how we account for NAF contributions went into effect on January 1 of this year. As a reminder, prior to this year, the NAF contributions really only had an impact on our balance sheet. Due to the recent accounting changes, we must now recognize these contributions as revenue and record the expenses associated with managing the national ad fund as marketing expenses. Our corporate-owned store segment revenue increased 24% to $35.4 million from $28.6 million in the prior period. Of the $6.8 million increase, $2.9 million was driven by the six franchise stores in Eastern Long Island we acquired in January.

$1.4 million was due to the four new corporate stores we opened in late 2017, and $1.7 million was driven by corporate on same-store sales increase of 6.1%, as well as increased annual fee revenue. As Chris mentioned, we acquired four franchise stores in Colorado in August, which contributed approximately $0.8 million to third quarter revenue. Our equipment segment, revenue increased by $13.1 million or 39.1% to $46.4 million from $33.4 million. The increase was driven by higher replacement equipment sales to existing franchisee-owned stores. 15 additional new store equipment sales in the U.S. versus a year ago. For the quarter, replacement equipment sales were 49% of our total equipment revenue, compared to 51% a year ago.

Our cost of revenue, which primarily relates to direct cost of equipment sales to new and existing franchise-owned stores, amounted to $36.9 million, compared to $25.8 million a year ago, an increase of 43%, which was driven by the increase in equipment sales during the quarter. Store operation expenses, which are associated with our corporate-owned stores, increased to $18.8 million, compared to $15.6 million a year ago. The increase was driven by costs associated with the six stores acquired on January 1 of 2018 and the four new stores opened in Q4 last year. In addition, we experienced increased costs associated with the four Colorado stores acquired in August, one corporate store opened in the current quarter, and additional corporate stores planned to open by the end of the year. SG&A for the quarter was $17.2 million, compared to $14.1 million a year ago.

The increase was primarily related to incremental payroll to support our growing operations and infrastructure and some recent senior-level hires versus the prior year, as well as higher variable and equity compensation. We expect the year-over-year percentage growth in SG&A to come down in the fourth quarter compared to the growth experienced in the first three quarters of this year. National advertising fund expense was $11.4 million, offsetting the aforementioned NAF revenue we generated in the quarter. Our operating income increased 28.3% to $43.6 million for the quarter, compared to operating income of $34 million in the prior period. Operating margins decreased by approximately 300 basis points to 31.9% in the third quarter of this year.

This decrease was driven by the gross-up on the income statement from the NAF revenue and the NAF expense mentioned earlier, which negatively impacted operating margins by approximately 290 basis points compared to a year ago. On an adjusted basis and excluding the impact of NAF, adjusted operating income margins increased approximately 10 basis points to 35.9%. Our GAAP effective tax rate for the third quarter was 26%, compared to 25.7% in the prior period. As we stated before, because of the income attributable to the non-controlling interest, which is not taxed at the Planet Fitness corporate level, an appropriate adjusted income tax rate for 2017 was approximately 39.5% if all the earnings of the company were taxed at the Planet Fitness Inc. level. For 2018, following the passage of tax reform late last year, an appropriate adjusted income tax rate would be approximately 26.3%.

On a GAAP basis for the third quarter of 2018, net income attributable to Planet Fitness Inc. was $17.5 million, or $0.20 per diluted share, compared to $15.3 million or $0.18 per diluted share in the prior period. Net income was $20.5 million compared to $18.9 million a year ago. On an adjusted basis, net income was $27.7 million or $0.28 per diluted share, an increase of 47.9% compared with $18.7 million or $0.19 per diluted share in the prior period. Adjusted net income has been adjusted to exclude non-recurring expenses and reflect a normalized tax rate of 26.3% and 39.5% for the third quarter of 2018 and 2017, respectively. 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 24% to $53.8 million from $43.4 million in the prior period. A reconciliation of adjusted EBITDA to GAAP net income can also be found in the earnings release. On an adjusted basis and excluding the impact of NAF, adjusted EBITDA margins decreased approximately 160 basis points to 42.9%. The decrease in adjusted EBITDA margin was primarily the result of having 47% of the $13.1 million of our growth in revenue, excluding NAF, coming from our lowest margin segment, our equipment segment.

By segment, our franchise segment EBITDA increased 23.9% to $37.1 million, driven by higher royalties received from additional franchisee-owned stores not included in the same-store sales base and an increase in franchise-owned same-store sales of 9.9%, as well as a higher overall average royalty rate. Excluding NAF revenue and expense, our franchise segment adjusted EBITDA margins increased by approximately 150 basis points to 86.6%. The increase in adjusted EBITDA margin was due to the 22% increase in revenue, excluding NAF, partially offset by higher SG&A costs discussed above. Corporate-owned store segment EBITDA increased 26.8% to $15.3 million, driven primarily by the 6.1% increase in corporate same-store sales, higher annual fees. The six franchise stores we acquired in January and the four stores opened in late 2017. Our corporate store segment EBITDA margins increased approximately 50 basis points to 44.8%.

Our equipment segment EBITDA increased 25.6% to $9.7 million, driven by higher replacement equipment sales to existing franchisee-owned stores and higher new store equipment sales versus a year ago. Our equipment segment adjusted EBITDA margins were 20.9%, compared with 22.7% a year ago. The 180 basis points decrease in margin was mainly due to a one-time impact as a result of how we account for equipment discounts and rebates that are handled differently under the new current contract. We still expect equipment margins to be in the 22%-23% range for the full year and going forward. Turning to the balance sheet. As of September 30, 2018, we had cash and cash equivalents of $572.7 million and undrawn borrowing capacity under our variable funding note of $75 million.

During the third quarter, we repurchased approximately 824,000 shares of Planet Fitness's Class A common stock for a total cost of $42.1 million. As of the end of the third quarter, approximately $458 million remained of the 500 million share repurchase plan that the board approved in August. Total long-term debt, excluding deferred financing costs, was $1.2 billion at the end of Q3, consisting solely of our whole business securitization, which includes $575 million of four-year notes due in September 2022, with a fixed interest rate of 4.262%, and $625 million of seven-year notes due in September 2025, with an interest rate of 4.666%. To our full-year outlook. Based primarily on better visibility into the timing of scheduled equipment sales and placements related to 2018, we are raising elements of our full-year guidance.

We now expect revenue to increase by approximately 33% year over year, up from our previous guidance of approximately 26%. Adjusted EBITDA is now expected to grow approximately 19%, up from 16%. We now expect adjusted EPS to grow approximately 43%, up from approximately 33%. This new guidance assumes we will sell and place equipment in approximately 225 new stores compared to our previous outlook of approximately 200 stores. We now expect system-wide same-store sales to increase approximately 10% at the high end of our previous guidance in the 9%-10% range. I'll now turn the call back to the operator for questions.

Operator

At this time, I would like to remind everyone, in order to ask a question, press star, then the number one on your telephone keypad. We'll pause for just a moment to compile the Q&A roster. Your first question comes from the line of Oliver Chen with Cowen and Company. Your line is open.

Oliver Chen
Analyst, Cowen and Company

Hi. Great quarter. Regarding the comp store sales composition, as you start to lap the pricing increase, will we see a different mix in terms of the member growth contribution versus pricing? Dorvin, also on your helpful comments about raising the full-year outlook, could you just elaborate on what greater visibility you had into the equipment sales timing? It sounds like that was one of the key factors.

Dorvin Lively
President and CFO, Planet Fitness

Yeah, Oliver, on your first question regarding the two drivers driving comp. As I stated a few minutes ago on the call, about 300 basis points was related to the pricing. We still expect some price impact next year. It'll be less than this year, given that we put that in place in Q1 of 2017, so we've now had a full 12 months. We'll continue to have some, but at a much lower rate. I would expect that if you compared the mix of volume versus rate in Q3 and year to date, you'd probably see some change on that next year, everything else being equal.

In terms of the visibility on equipment, I think you guys have heard me say a few times, particularly when we start the year, when we talk about where we expect the full year to be, Q1 and Q2. The life cycle of a site from identifying a location, finding a lease, maybe a couple lease locations that you start to negotiate a lease on, ultimately get a lease signed, that's when we tend to have more visibility into the timing. Obviously, the delivery of the box itself can have an impact on that. If you get just a plain vanilla box, it's going to be a quicker time period. We tend to usually say it's about three to four months to get to that point. Thinking back now, go back to the Q2 call.

We had some insight into the next two to three months. As you know, a lot of our new store openings, certainly the equipment sales side of that happens in November, December. We really just have more visibility into the fact that we know how many leases are signed, how many are currently scheduled at the moment for placement. What the GCs and the franchisees are saying, what the last three weeks of December looked like. That's really the cadence of how it looks and how we have visibility into the development side.

Oliver Chen
Analyst, Cowen and Company

Okay, great. Chris, you've had a lot of interesting things happen on the technology front with the technology ecosystem that you're building and the services you're adding as well as your relationship with manufacturers. Could you update us on what you're seeing lately and what you're thinking about what's possible? The last question, Chris and Dorvin, was just about, as we look forward to the holiday period and this holiday period, what are some key factors in terms of marketing and demand creation programs, which are different versus last year? Thank you.

Chris Rondeau
CEO, Planet Fitness

Sure. On the cardio front, especially with the premium consoles, we're still capturing all the data here. Nothing new to really report, although we have hired a consumer research firm to help us analyze the data that we're capturing, as well as put together some consumer focus groups to help refine the offering and experience and plan on probably rolling out in some more test stores in 2019 from the learnings. Coupled with more conversations with possible wearables integration as well and next year, our launch of our version 1 of our new app. It's kind of all coming together, but next year should be probably more to report. As far as the holiday period, in October, we all gear up for the 2019 New Year's Eve celebration. It really kicks off our January sale that we do annually and a lot more integration there.

We've got the L.A. integration as well. We also have one of the major billboards that's just below the ball itself, which will have some great exposure where it's right underneath the ball itself. It's a new integration there. We also have some possible celebrity integration and a dance group that's from a TV show that might be we can't disclose yet that will also be performing for us in Times Square.

Oliver Chen
Analyst, Cowen and Company

Thank you. Best regards.

Chris Rondeau
CEO, Planet Fitness

Okay, thanks, Oliver.

Dorvin Lively
President and CFO, Planet Fitness

Thanks, Oliver.

Operator

Your next question comes from the line of John Heinbockel with Guggenheim Securities. Your line is open.

John Heinbockel
Analyst, Guggenheim Securities

A couple of things. Let me start with the equipment installations this year. Is that just a timing issue, or does it actually reflect the potential for more openings than 200 next fiscal year? Along with that, where do you guys stand now with possibly going into taking over some space from the mass retailers? Is that a nonlinear opportunity for 2019?

Dorvin Lively
President and CFO, Planet Fitness

Yeah, John. Just to kind of tack onto the comment I made a minute ago to Oliver. When we give guidance as to where we think that number will be, obviously, we're taking into consideration the timing of way things have happened in the past, and clearly, there are shifts that can happen both ways. For stores that either we or the franchisees think are going to happen in December, and they get shifted for various reasons, construction delays, permitting, et cetera, gets into January. At the same time, sometimes you have franchisees that are able to get their permits faster, able to just get some of the construction done earlier, be able to get in and at least get the equipment in, although the store might not open then until January, as an example, and we've had that in the past.

I think that the way, kind of looking backwards is, a little bit of both. There's some timing there in terms of stores that we thought probably would happen next year, and then just some of the franchisees trying to accelerate to get things done earlier and get it in and be ready for January 1, et cetera. In terms of next year, we'll obviously give full guidance when we report Q4. I think the momentum of where our business is and just the drive of some of the private equity groups from a development perspective or they're out there trying to find as many locations as they can. We've said in the past that you might be negotiating one or two or three sites in a town.

You might end up with two, or you might end up with just one, depending on what's going on from an availability perspective, which kind of ties into your last question. We continue to have conversations with a lot of retailers, and given all the public news that's out there of some of the guys that are either downsizing, carving off some excess space or just going under, closing some stores, whether it be like the Osh stores out in California or Kohl's, as mentioned, they would downsize some, and then the other Toys"R"Us sites, et cetera. A lot of those clearly continue to be in our favor, as long as we don't already have a store down the street or nearby. We're continuing those conversations, and we expect that we'll be able to get in some of those boxes.

John Heinbockel
Analyst, Guggenheim Securities

Just secondly, you've added both buying franchisee locations and opening up some greenfield. You've had kind of a spurt here right in the corporate segment. What's the thought philosophically, in terms of growing that business? Is the idea that some of these, do you ultimately see refranchising Denver or some other markets, or that's a segment you actually do want to grow a little bit?

Chris Rondeau
CEO, Planet Fitness

Yeah, John, this is Chris. I think more of it's just to do these stores where we already corporately have the franchise clubs. Like in Denver, for example, we had one store, so we've got the payroll, we've got the taxes going, we got a manager on the ground that's running the area, but only one store. To get the economies of scale and the efficiencies there to open more stores or to actually just buy the franchisee that's in or around our stores was just easy, and that franchisee's gone on to use his capital to build more somewhere else. That made sense for us, and the last one was the one on Long Island. We had the rest of the island, and this was the most eastern tip of the island that this franchisee was retiring.

Just made sense for us to own it as well as open more stores on Long Island. More so from a franchisee half to do it, be cannibalizing our corporate stores. We might as well just do it ourselves and continue to build out the rest of that area.

Dorvin Lively
President and CFO, Planet Fitness

Yeah. The only other thing I'd add, John, is to kind of greenfield. Obviously, with both of those acquisitions that Chris is talking about, be it Long Island or be it in Colorado, not a ton, but there's some runway there, which most likely we would take advantage of, obviously. Just in our existing territories where we had our, let's call it, our older mature stores, some of those markets have the opportunity to continue to be able to develop. The question comes down to, do we sell it off to a franchisee? Which there's going to be some cannibalization to that in some instances. Do we build out a new store ourself? In a lot of those situations, we've made the decision to do that. I don't see this being a 15, 20 store a year, at least, here in the near term development.

This year we'll do four. Next year, we might do five, six or so. It's kind of a, I guess, a pace of building out some of those ADAs where we already have stores, good markets, and we have the opportunity to put another store in that market.

John Heinbockel
Analyst, Guggenheim Securities

Okay. Thank you.

Chris Rondeau
CEO, Planet Fitness

Yep. Thanks, John.

Dorvin Lively
President and CFO, Planet Fitness

Thanks, John.

Operator

Your next question comes from the line of Jonathan Komp with Baird. Your line is open.

Jonathan Komp
Analyst, Baird

Yeah. Hi. Thanks, guys. I wanted to ask about the same store sales. Obviously, you raised to the high end again and quite a bit above where you thought you would be coming into the year. Just wanted to maybe hear more about what you think is driving the strengths and the sustainability as you look forward.

Dorvin Lively
President and CFO, Planet Fitness

Yeah, John, I would say that a couple things. One would be that clearly the pricing impact, we didn't know exactly where that would come out when we had one quarter under our belt last year, as we entered the year on that. To know kind of where Black Card would go. Would the percentage stay the same? Would it increase? Would it come back a little bit? Obviously, we had the test, which we've talked about, but we didn't know that. I think that it's been positive to us that, one, we've been able to increase the overall penetration rate slightly, but to be able to get the lift on that. I think the second thing, and we've talked about this on a couple calls, that albeit not just huge changes, but there have been slight changes, improvements on the attrition side.

I think I attribute that to the brand's bigger. We have more locations. The opportunity for the Black Card usage is bigger. I think our newer clubs are better. I think our effectiveness of our marketing is better. I think it's a combination of all those things that kind of lead into that. From a guidance perspective, there were kind of the two things that we took into effect. One would be just what's the overall growth rate look like? Then two, what would be that rate impact, as we knew it would have an impact quarter by quarter, which we obviously either told you exactly what it was, in this case, the 300 basis points or where we thought it would come out for the year. I think those are the two things.

You talk, Chris and I, we meet a lot with franchisees here or out in the field, and the guys are as excited today as they've ever been. The private equity guys are coming and investing in the business. The model continues to be a very robust model. I think that when you get right down to what it delivers, we've been able to kind of hit or exceed the top end of our range.

Chris Rondeau
CEO, Planet Fitness

Yeah. I think the only thing I'd add to that is, on top of the ever-expanding marketing budget we talk about all the time, just because it's every incremental member is additional marketing dollars every day is back to the private equity and some of the sophistication of the bigger franchise groups as our system matures, they're just bringing their own CMOs in and more infrastructure on their marketing front. Just like us with Roger Chacko, our Chief Commercial Officer, which is really just getting under the hood now, he's already been really impressive with some of the stuff he's pulled off already that I think there's a lot of good stuff to happen in the future from both sides, franchisees and corporate.

Jonathan Komp
Analyst, Baird

Great. My other question related to the buyback and the just over $40 million that you completed in the quarter. Could you maybe give a little more color how that was executed, kind of open market versus other arrangements? How should we think about the repurchase opportunity going forward, especially anything that you've been able to complete quarter to date here?

Dorvin Lively
President and CFO, Planet Fitness

Sure. Those purchases in Q3 were all just in open market purchases. We had talked about when we increased the buyback plan, the board authorized back at the beginning of early in Q3 that we intended from time to time to be in the market and execute against that program. I think I made the comment that most likely any significant acquisition of shares more than likely would come through an ASR. We continue to evaluate our options on that. Nothing else at this point in time to report on that.

Jonathan Komp
Analyst, Baird

Okay. Understood. Thank you.

Chris Rondeau
CEO, Planet Fitness

Thanks, John.

Dorvin Lively
President and CFO, Planet Fitness

Thanks, John.

Operator

Your next question comes from the line of Peter Keith with Piper Jaffray. Your line is open. Peter Keith, your line is open.

Peter Keith
Analyst, Piper Jaffray

Oh, sorry about that. Hi, guys. Congratulations on a good quarter. I just want to get a little bit of clarity on where you think you would land with total openings. Sounds like placing at 225, but maybe not opening 225. Where do you think you would actually shake out for a full year?

Dorvin Lively
President and CFO, Planet Fitness

Yeah. Peter, we really only guide to that placement side, it's kind of because of the comment I made. I could go back to every year now, the last three or four years when we've been public, that you're going to have stores that we're going to get the equipment. We recognize revenue when the equipment gets placed. There's a combination of things, is you can actually place the equipment in some locales without the CO to be able to come in and open up for business. You can have instances, think about this, that in a lot of cases, municipalities will let their employees on vacation between Christmas and New Year's.

If your contractor just gets it ready to go, you get the equipment in, the staff's trained and everything's turned on and ready to go, but the inspector is on a vacation till January the 2nd or 3rd, you're locked out. It goes both ways. It's usually not a huge number, to be honest with you. If you think about it, the stores where we place the equipment, the lease is signed, the building's there, they got the equipment in, obviously they're going to open. Whether it's three or four days or a week or so, it's not a big deal in terms of the number of EFT dollars, or certainly, as you know, we draft our revenue on the 17th of each month.

If a store opens on December 29th or January the 4th, it doesn't impact what we get really on a revenue basis at all. The guide is to the number of placements that we will put into the stores. Obviously anything that we get placed here in the next four or five weeks will most likely open. It's just that last week, 10 days of the year, as I said, it's usually the municipalities on the inspections.

Peter Keith
Analyst, Piper Jaffray

Okay, that's very helpful. Also, I just wanted to follow up on the last comment that you made, Dorvin. I believe it's Dorvin, anyway, on the improvement on the attrition side. I think you guys have spoken about maybe attrition rate of like one and a half to 2% with members over 12 months. Could you just dig into that a little bit more for us? Is it that percentage rate coming down, or is the attrition rate also coming down in sort of less than 12 months or less than three months, or where's the biggest rate of change at this point?

Dorvin Lively
President and CFO, Planet Fitness

Yeah, you're right. We've said it's usually in that one and a half to two and a half% a month. What I was alluding to is, a slight improvement over time obviously helps, right? Even if it's just a small amount each month, et cetera. Other than that's really the only kind of guidance we've given. Marginally, I'd say over the last 12, 18 months, it's improved slightly. But I think that's a combination of, to the caller's earlier question on what could be driving some of these comps that might have been higher here over the last four or five quarters, let's say, or if you look at 2017 and 2018 as to how we kind of guided, we tend to have delivered over that guide in all those quarters, a small piece of that has been a slight improvement in attrition.

Peter Keith
Analyst, Piper Jaffray

Okay, that's helpful. Thank you very much.

Operator

Your next question comes from the line of Randal Konik with Jefferies. Your line is open.

Randal Konik
Analyst, Jefferies

Yeah, thanks, guys. I guess, Chris, I want to dive deeper on the Teen Summer Challenge for a second. You talked about success of the program. It seems like a really smart strategy to build brand affinity, but also a feeder system for future consumers and customers and members. Can you just give us maybe some perspective on potential conversion of people that signed up for the program post the end of the program? I guess you said it was from June to September or something in that regard. It seemed like you were working with the governor of New Hampshire on building awareness of the program.

I'm just curious on how you think about not only the conversion of looking back on the program in New Hampshire, but also how you're thinking about potentially nationalizing the program and building out awareness for it, because it seems like a very big opportunity into next summer to build a future customer base for next fall and beyond. I'm just kind of curious of how you're thinking about this program from a nationalized perspective, but also on an ongoing basis marketing and then, again, the statistics around what you'll learn from the program, in its first year in New Hampshire.

Chris Rondeau
CEO, Planet Fitness

Yeah, great question. It's really encouraging, especially when I look about how we can leverage them in the future. In New Hampshire alone, we had about 2,600 students activated and did about 12,000 workouts in that three-month period. A couple statistics there that are pretty cool is out of the 2,500 kids that activated, 2,000 of those were from households that the parents weren't already members. Not only do we affect the 2,500 kids and introduce them to Planet, those parents had to come in and activate their kids' membership. They had exposure, parents had exposure to the brand as well, which is encouraging for future joins as well. Through September 1st, we had about 90 joins off of that. That's through September 1st, so next we're going to retarget those.

I think going forward, you think of the Generation Z population, they are the largest generation, even bigger than the boomers. I look at the millennials, for example, which we've talked about, which are almost 45% of our 12 million members. When you think about we started this brand in the '90s, they were just barely toddlers and barely being born at that point, and now they make up almost half our 12 million. There's been reports that the Zs are more active than the millennials, and they're just barely turning 21. When we look at our member base, the joining rate is really at that 21-year-old, 22-year-olds, when people start really joining at a pretty good clip. You look at this huge pipeline of Zs that are just starting to turn 21, and there's 86 million of them, is really a feeder system.

It makes sense for us to get ahead of that, introduce them to the brand early, introduce them to fitness early, and to be there when they're ready to be their first club.

Randal Konik
Analyst, Jefferies

That's helpful. Then I want to switch gears to the Black Card program for a second. The Black Card program penetration around just under, I guess, 61%. It looks like on the website there's some additional partnerships, I guess, if you join, there's some sort of benefit with Audible Plus. I think there's also an existing member benefit with Reebok for percent off on purchases. I don't think that you even have to be a Black Card member. You guys must be getting a lot of inbounds from other types of companies wanting to partner with you, given your strong membership base.

How do you think about that impact in the business, either having the ability to raise the Black Card price further or potentially introducing even a third tier of membership, Black Card Plus Plus or something, where for a little incremental more you get extra benefits as a member into other programs or companies that have an affinity or a partnership with you going forward. How do you think about that?

Chris Rondeau
CEO, Planet Fitness

Yeah, you're right. We have a couple. The Reebok one, we have the Audible thing we're doing now. With Roger as the Chief Commercial Officer, he's really looking at a bigger picture than just coming out with the next funny commercial and driving just new sales, is how you drive more value for current members or acquisition of Black Card, for example. I think maybe higher Black Card penetration or rate or both would probably be our main objective. As Roger builds out as a team, we actually have people in charge now, a new hire, that's basically what they're looking for, his only job is to look out for commercial partners and corporate membership stuff. I think you'll see more in that.

It's really interesting because it seems like in the last probably 12 months, we've talked about affinity programs like this, I think, Randy, you probably remember since the IPO even, couldn't really get a lot of traction, but it seems like in the last 12 months, the amount of times our phone rings now is quite a bit different than it was 12, 18 months ago. I think we're at that tipping point of size and scale where we're being noticed.

Operator

Again, if you would like to ask a question, press star, then the number 1 on your telephone keypad. Your next question comes from the line of Brennan Matthews with Berenberg. Your line is open.

Brennan Matthews
Analyst, Berenberg

Hi. Thank you very much for taking my question. I actually wanted to ask about Mexico, which I think you opened your first location there roughly six months or so. Just any more update on kind of the trends you've been seeing? Any thoughts about maybe adding another location or so to Mexico next year?

Chris Rondeau
CEO, Planet Fitness

Yeah, the franchisees that are in that club's doing great. They're in the process of looking for other markets to go into in that greater Monterrey area. They want to do two different demographic areas other than what they're in now. They kind of can try three different economic demographic areas to see how it all works. We can then figure out market size in the future. In Panama, again, we have got open the one last December, has already got three more open and one more coming down the pike here, which are all been great.

Brennan Matthews
Analyst, Berenberg

Okay, that's great. I just had one other question. I want to try to phrase this correctly, but we've been seeing some more inflation, even such things as higher freight costs. Looking more at your equipment segment, is that something that is passed on to the franchisees? Is that something that's impacting more of your vendors, or is that something that you guys are going to have to deal with as well? How should we think about that?

Dorvin Lively
President and CFO, Planet Fitness

Yeah. Corporately, we acquire the product, the equipment from the manufacturers. In most cases, take title of that equipment from their dock to the franchisee location. In a lot of instances, it's our team that actually assembles equipment, places it in a club based on the architectural drawings, et cetera. We bill the franchisee for the freight. When we bill them for the full cost of the product, that includes freight. We haven't seen any significant freight pricing issues to this point. Some of the franchisees, or I'm sorry, some of the manufacturers make their product here in the U.S., some of the others imported. At this point in time, in terms of kind of actual cost, let's call it inflation, we haven't seen anything significant.

Brennan Matthews
Analyst, Berenberg

Okay, perfect. Thank you so much.

Dorvin Lively
President and CFO, Planet Fitness

Sure. Thank you.

Operator

Your next question comes from the line of John Ivankoe with JPMorgan. Your line is open.

John Ivankoe
Analyst, JPMorgan

Hi. Thank you. Two separate questions, if I may. Firstly, when you guys start to think about G&A metrics, maybe over the next couple of years, are there any benchmarks that you're using or beginning to hone in on, whether on a per store basis or it's a percentage of system sales or percentage of revenue? That we can maybe think about as you think about the business, in terms of how optimized that G&A number could in fact be over time.

Dorvin Lively
President and CFO, Planet Fitness

Sure, John. Obviously, and you know this business well, there's not a lot of gym businesses that we could do on an apples-to-apples basis. Frankly, the best comps that we look at on a multiple KPIs would be the QSR guys, and obviously you're familiar with those. You got the huge guys like a McDonald's or Wendy's or so, and then you got some really small guys that maybe only have 50 or 100 stores.

It's always hard to find something that would say, "Okay, well, what's the right amount where we're at?" If you try to dig in it deeper, and I've tried to do this and really haven't had a lot of luck to say, "Okay, from a franchisor perspective, what's the right kind of cost to manage a franchising system?" We obviously have, call it 1,600 stores, and whether it's a Dunkin' or pick one, it's hard to get that kind of data out of some of these other public companies. At the end of the day, you basically just have to look at total SG&A. Sometimes you can look at an HQ expense versus ops and try to figure that out. On a store level basis, it's a bit easier.

We've done some of that on our corporate stores to some of the other systems that have stores. What I would say the net of it, the way I think about it, John, is that, if we went back, call it three to four years ago, maybe right before we went public or right after we went public, we had a significant base of stores with a large pipeline, and I think we were probably underfunded in terms of how we were supporting the franchisee base. I'll give a couple examples that I would point out. One in particular would be training, where in this kind of business, just as in the QSR business, you're going to have a lot of turnover.

On the benefit side with a fixed cost model, obviously, you don't have the raw material cost and other things, but at the same time, if you're staffing for a, call it a 12 to 14-person team, 24/7, and you're having a lot of turnover, you're going to be paying a lot of overtime, a lot of soft costs for training, et cetera. Just on the pure operation side for the bigger guys today that three years ago had three stores, and today they have 15 or 20 stores, really helping them develop the processes, really playbook type of stuff. We've invested a lot in that and continue to invest. Not as much as we did back then in building it, but we continue to do it to make it better. That would be one example.

The second one would be, which I think has allowed us to continue to go back four or five years ago where we were doing 120 to 150 stores a year to where we're at today and finding better locations, would be investing on the real estate and the development side in the field. Two years ago, we didn't have anybody in the field. Today we do. Two years ago, we frankly didn't have many operation folks in the field. Today we do. We believe those are worthwhile investments, the way I think about, where are you today, really, and where can the business go? We'll continue to invest as long as we continue to see the kind of growth we're having, and we'll invest it in primarily those areas.

I think that the headquarters side of the business, three years ago, we didn't have some of the executive team leaders we have in place today. We feel really good about our leadership team that we have now. Secondly, I think that we've also talked about the fact that we really didn't have a full incentive comp program in place when we went public. We now have that in place. We're about to get to the point that we've now, and it's a four-year vest, so we're now kind of layering it to where it's not a brand new incremental layer. A lot of our cost over the last, call it four to six quarters or so, have really been on the payroll side, both some HQ, in the field, and then on the incentive comp plans that we've put in place today.

I think our growth rate and SG&A will continue to grow, but at a slower rate when I think about the next, call it four to eight quarters or so. The last piece would be, and Chris kind of alluded to it earlier on the question about technology. We really believe that we have the ability to do some pretty special things on the technology side, particularly in the digital area. Some of that technology investment will require some incremental kind of SG&A over time. That's the way I think about the key drivers of our business from a pure SG&A perspective.

John Ivankoe
Analyst, JPMorgan

That was definitely a great answer, and thank you for that. It actually dovetails, I think, perfectly into my second question, which is sometimes, in covering QSR and restaurants, you see brands that are growing very quickly and even comping very well, but they can begin to see signs at the store level that guest satisfaction scores aren't necessarily being maintained, maybe because of or despite the increase in the number of stores being opened and the increase in comp.

Talk about how you guys are looking at what you think are the most important reasons why people stay members of Planet Fitness or join Planet Fitness, things like cleanliness or equipment quality or availability, what have you, friendliness of staff, whatever it is. As you look at this very rapidly growing system, the controls that you put into place to make sure that every single year the customer is getting a better experience despite that rate of growth.

Chris Rondeau
CEO, Planet Fitness

Sure. Yeah, John, this is Chris. You're right. Cleanliness is definitely a huge point of it from member standpoint, which is one of the things, we have the Brand Excellence Crews on the ground, we have the AMMs, which is Area Marketing Managers on the ground to make sure the message is correct and it's on brand as well. The equipment replacement, I can't under-emphasize the importance of that. I even come back to, I mentioned, I went on that road show, on the road trip with the family this past summer in August, went 8,000 miles, went to Planet Fitness all over the country, and I couldn't even tell if a club was eight years old or two years old. There's not many brands of even QSR that can say that.

I think the beauty of that as well, on top of that, is the fact that almost all of our openings the last few years are with the existing franchisees. It's not a one Z, two Z franchise system. When you have a franchisee that has 20 clubs in a market, they themselves want all their clubs to be a nice shiny penny. They don't have any clubs out there that are falling apart and making their other clubs look bad. It's really the power of the system we have that the multi-club operators, the re-equip to keeping the clubs new. I have a phrase that we never want to be out-newed by competition. Don't be out-newed is what we say. They're constantly renovating and keeping the stores up to date and this industry's never really seen a chain that has done that.

Typically, you go into a 10 or 20-club-year-old store, the club is 10 or 20 years old. That's what happened with Bally's and a lot of the current larger chains that are out there today. It's hugely important, and our franchisees are as honestly as passionate as we are.

John Ivankoe
Analyst, JPMorgan

Maybe there's an internal or external guest satisfaction score that's empirical that we can begin to talk about that measures something like 19 versus 18 or 18 versus 17 because it has been, I think, shown in a lot of different cases to be a leading indicator of comps and profitability in a number of different things. That's really where I'm going with the question if you're prepared to talk about it in that way.

Chris Rondeau
CEO, Planet Fitness

I think the only thing it probably is, when I look at things with sales, it's all cohort of year stores are all comping positive. It's not like the older stores are not doing anything and the newer stores are the only ones that are pulling it. Granted, they're comping a little slower than a two-year-old store, but they're still comping positive. We're constantly just digging deeper and deeper into that 80% of the population that doesn't have a gym membership.

Dorvin Lively
President and CFO, Planet Fitness

The other thing I'd add to that, John, is that we control the customer service side of it here. We get calls, as you can imagine, with 12-plus million members, we get a lot of calls. We're able to, with that then, know where it's coming from, what the issues are, and either try to deal with it here if need be or push it down to the location of the franchisees. I think Chris really hit an interesting point in that, and you've seen it from our results, where the replacement equipment side of our business continues to grow and grow as a percentage of our total.

To be able to have new equipment in there, and then with the Planet Fitness teams, be it the franchisee or corporate stores, et cetera, to constantly monitor the cleanliness, kinds of comments you get and to do the inspections that we do, both us doing them here from a corporate franchise or perspective. Many of our Zs do their own secret shopping inspections as well because they're trying to protect this big investment that they continue to invest in.

John Ivankoe
Analyst, JPMorgan

That's perfect. Thank you.

Chris Rondeau
CEO, Planet Fitness

Thanks, John.

Operator

There are no further questions at this time. I will turn the call back over to the presenters.

Chris Rondeau
CEO, Planet Fitness

Thank you. Thanks everybody for joining us today for the Q3 call. It was really a great quarter. Look forward to a really strong fourth quarter ending and year-end. Thanks for taking the time today and look forward to talking soon.

Operator

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