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Share Name | Share Symbol | Market | Type |
---|---|---|---|
GNC Holdings Inc | NYSE:GNC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.55 | 0 | 01:00:00 |
[
X
]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the quarterly period ended September 30, 2016
|
|
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from
to
.
|
Delaware
|
20-8536244
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
Incorporation or organization)
|
Identification No.)
|
|
|
300 Sixth Avenue
|
15222
|
Pittsburgh, Pennsylvania
|
(Zip Code)
|
(Address of principal executive offices)
|
|
Large accelerated filer [
X
]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
|
|
|
PAGE
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
37,203
|
|
|
$
|
56,462
|
|
Receivables, net
|
143,494
|
|
|
142,486
|
|
||
Inventory (Note 3)
|
621,865
|
|
|
555,885
|
|
||
Deferred income taxes
|
10,925
|
|
|
10,916
|
|
||
Prepaid and other current assets
|
32,553
|
|
|
27,114
|
|
||
Total current assets
|
846,040
|
|
|
792,863
|
|
||
Long-term assets:
|
|
|
|
|
|
||
Goodwill (Note 5)
|
647,806
|
|
|
649,892
|
|
||
Brands (Note 5)
|
720,000
|
|
|
720,000
|
|
||
Other intangible assets, net (Note 5)
|
113,197
|
|
|
119,204
|
|
||
Property, plant and equipment, net (Note 5)
|
221,775
|
|
|
230,535
|
|
||
Deferred income taxes
|
3,358
|
|
|
3,358
|
|
||
Other long-term assets
|
32,472
|
|
|
38,555
|
|
||
Total long-term assets
|
1,738,608
|
|
|
1,761,544
|
|
||
Total assets
|
$
|
2,584,648
|
|
|
$
|
2,554,407
|
|
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
185,286
|
|
|
$
|
152,099
|
|
Current portion of long-term debt (Note 6)
|
4,550
|
|
|
4,550
|
|
||
Deferred revenue and other current liabilities
|
133,023
|
|
|
121,062
|
|
||
Total current liabilities
|
322,859
|
|
|
277,711
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Long-term debt (Note 6)
|
1,544,038
|
|
|
1,444,628
|
|
||
Deferred income taxes
|
307,921
|
|
|
304,491
|
|
||
Other long-term liabilities
|
57,251
|
|
|
59,016
|
|
||
Total long-term liabilities
|
1,909,210
|
|
|
1,808,135
|
|
||
Total liabilities
|
2,232,069
|
|
|
2,085,846
|
|
||
Contingencies (Note 8)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock
|
114
|
|
|
114
|
|
||
Additional paid-in capital
|
921,794
|
|
|
916,128
|
|
||
Retained earnings
|
1,163,406
|
|
|
1,058,148
|
|
||
Treasury stock, at cost
|
(1,725,349
|
)
|
|
(1,496,180
|
)
|
||
Accumulated other comprehensive loss
|
(7,386
|
)
|
|
(9,649
|
)
|
||
Total stockholders’ equity
|
352,579
|
|
|
468,561
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,584,648
|
|
|
$
|
2,554,407
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
627,964
|
|
|
$
|
683,358
|
|
|
$
|
1,970,087
|
|
|
$
|
2,054,187
|
|
Cost of sales, including warehousing, distribution and occupancy
|
412,556
|
|
|
432,714
|
|
|
1,280,136
|
|
|
1,297,778
|
|
||||
Gross profit
|
215,408
|
|
|
250,644
|
|
|
689,951
|
|
|
756,409
|
|
||||
Selling, general, and administrative
|
148,392
|
|
|
141,155
|
|
|
430,448
|
|
|
421,013
|
|
||||
Gains on refranchising (Note 4)
|
(383
|
)
|
|
(945
|
)
|
|
(18,283
|
)
|
|
(2,436
|
)
|
||||
Long-lived asset impairments (Note 5)
|
3,045
|
|
|
28,333
|
|
|
3,045
|
|
|
28,333
|
|
||||
Other (income) loss, net
|
(539
|
)
|
|
(49
|
)
|
|
(441
|
)
|
|
106
|
|
||||
Operating income
|
64,893
|
|
|
82,150
|
|
|
275,182
|
|
|
309,393
|
|
||||
Interest expense, net (Note 6)
|
15,360
|
|
|
13,753
|
|
|
45,078
|
|
|
36,912
|
|
||||
Income before income taxes
|
49,533
|
|
|
68,397
|
|
|
230,104
|
|
|
272,481
|
|
||||
Income tax expense (Note 12)
|
17,179
|
|
|
22,647
|
|
|
82,907
|
|
|
96,104
|
|
||||
Net income
|
$
|
32,354
|
|
|
$
|
45,750
|
|
|
$
|
147,197
|
|
|
$
|
176,377
|
|
Earnings per share
(Note 9)
:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.47
|
|
|
$
|
0.55
|
|
|
$
|
2.11
|
|
|
$
|
2.06
|
|
Diluted
|
$
|
0.47
|
|
|
$
|
0.54
|
|
|
$
|
2.10
|
|
|
$
|
2.05
|
|
Weighted average common shares outstanding
(Note 9)
:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
68,190
|
|
|
83,669
|
|
|
69,808
|
|
|
85,663
|
|
||||
Diluted
|
68,315
|
|
|
83,958
|
|
|
69,939
|
|
|
85,930
|
|
||||
Dividends declared per share
|
$
|
0.20
|
|
|
$
|
0.18
|
|
|
$
|
0.60
|
|
|
$
|
0.54
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
32,354
|
|
|
$
|
45,750
|
|
|
$
|
147,197
|
|
|
$
|
176,377
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation (loss) gain
|
(592
|
)
|
|
(3,406
|
)
|
|
2,263
|
|
|
(6,568
|
)
|
||||
Comprehensive income
|
$
|
31,762
|
|
|
$
|
42,344
|
|
|
$
|
149,460
|
|
|
$
|
169,809
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other Comprehensive
Loss
|
|
Total
Stockholders’ Equity |
|||||||||||||||
|
Class A
|
|
|
|
|
|
||||||||||||||||||||
|
Shares
|
|
Dollars
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2015
|
76,276
|
|
|
$
|
114
|
|
|
$
|
(1,496,180
|
)
|
|
$
|
916,128
|
|
|
$
|
1,058,148
|
|
|
$
|
(9,649
|
)
|
|
$
|
468,561
|
|
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,197
|
|
|
2,263
|
|
|
149,460
|
|
||||||
Purchase of treasury stock
|
(7,926
|
)
|
|
—
|
|
|
(229,169
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229,169
|
)
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,939
|
)
|
|
—
|
|
|
(41,939
|
)
|
||||||
Exercise of stock options
|
23
|
|
|
—
|
|
|
—
|
|
|
343
|
|
|
—
|
|
|
—
|
|
|
343
|
|
||||||
Restricted stock awards
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Minimum tax withholding requirements
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
(1,126
|
)
|
|
—
|
|
|
—
|
|
|
(1,126
|
)
|
||||||
Net excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(742
|
)
|
|
—
|
|
|
—
|
|
|
(742
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
7,191
|
|
|
—
|
|
|
—
|
|
|
7,191
|
|
||||||
Balance at September 30, 2016
|
68,398
|
|
|
$
|
114
|
|
|
$
|
(1,725,349
|
)
|
|
$
|
921,794
|
|
|
$
|
1,163,406
|
|
|
$
|
(7,386
|
)
|
|
$
|
352,579
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2014
|
88,335
|
|
|
$
|
113
|
|
|
$
|
(1,016,381
|
)
|
|
$
|
877,566
|
|
|
$
|
898,574
|
|
|
$
|
(3,829
|
)
|
|
$
|
756,043
|
|
Comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
176,377
|
|
|
(6,568
|
)
|
|
169,809
|
|
||||||
Purchase of treasury stock
|
(6,012
|
)
|
|
—
|
|
|
(279,798
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(279,798
|
)
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,986
|
)
|
|
—
|
|
|
(45,986
|
)
|
||||||
Exercise of stock options
|
71
|
|
|
1
|
|
|
—
|
|
|
1,597
|
|
|
—
|
|
|
—
|
|
|
1,598
|
|
||||||
Restricted stock awards
|
239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Minimum tax withholding requirements
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
||||||
Net excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
597
|
|
|
—
|
|
|
—
|
|
|
597
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
4,747
|
|
|
—
|
|
|
—
|
|
|
4,747
|
|
||||||
Issuance of convertible notes, net (Note 6)
|
—
|
|
|
—
|
|
|
—
|
|
|
30,509
|
|
|
—
|
|
|
—
|
|
|
30,509
|
|
||||||
Balance at September 30, 2015
|
82,626
|
|
|
$
|
114
|
|
|
$
|
(1,296,179
|
)
|
|
$
|
914,635
|
|
|
$
|
1,028,965
|
|
|
$
|
(10,397
|
)
|
|
$
|
637,138
|
|
|
Nine months ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
147,197
|
|
|
$
|
176,377
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization expense
|
43,547
|
|
|
43,100
|
|
||
Amortization of debt costs
|
9,419
|
|
|
3,538
|
|
||
Stock-based compensation
|
7,191
|
|
|
4,747
|
|
||
Long-lived asset impairments
|
3,045
|
|
|
28,333
|
|
||
Gains on refranchising
|
(18,283
|
)
|
|
(2,436
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Decrease (increase) in receivables
|
3,519
|
|
|
(6,275
|
)
|
||
(Increase) decrease in inventory
|
(71,760
|
)
|
|
12,037
|
|
||
(Increase) in prepaid and other current assets
|
(5,342
|
)
|
|
(9,084
|
)
|
||
Increase in accounts payable
|
35,700
|
|
|
14,691
|
|
||
Increase in deferred revenue and accrued liabilities
|
13,515
|
|
|
11,635
|
|
||
Other operating activities
|
1,999
|
|
|
(1,924
|
)
|
||
Net cash provided by operating activities
|
169,747
|
|
|
274,739
|
|
||
|
|
|
|
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(35,368
|
)
|
|
(30,432
|
)
|
||
Refranchising proceeds
|
30,306
|
|
|
1,888
|
|
||
Store acquisition costs
|
(1,918
|
)
|
|
(2,607
|
)
|
||
Net cash used in investing activities
|
(6,980
|
)
|
|
(31,151
|
)
|
||
|
|
|
|
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Borrowings under revolving credit facility
|
197,000
|
|
|
—
|
|
||
Payments on revolving credit facility
|
(103,000
|
)
|
|
—
|
|
||
Payments on term loan facility
|
(3,412
|
)
|
|
(167,901
|
)
|
||
Proceeds from issuance of convertible senior notes
|
—
|
|
|
287,500
|
|
||
Debt issuance costs
|
(1,712
|
)
|
|
(8,225
|
)
|
||
Proceeds from exercise of stock options
|
343
|
|
|
1,597
|
|
||
Gross excess tax benefits from stock-based compensation
|
162
|
|
|
597
|
|
||
Minimum tax withholding requirements
|
(1,126
|
)
|
|
(381
|
)
|
||
Cash paid for treasury stock
|
(229,169
|
)
|
|
(279,798
|
)
|
||
Dividends paid to shareholders
|
(41,613
|
)
|
|
(45,904
|
)
|
||
Net cash used in financing activities
|
(182,527
|
)
|
|
(212,515
|
)
|
||
|
|
|
|
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
501
|
|
|
(833
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(19,259
|
)
|
|
30,240
|
|
||
Beginning balance, cash and cash equivalents
|
56,462
|
|
|
133,834
|
|
||
Ending balance, cash and cash equivalents
|
$
|
37,203
|
|
|
$
|
164,074
|
|
|
As of September 30,
|
||||||
|
2016
|
|
2015
|
||||
Non-cash investing activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
3,432
|
|
|
$
|
2,117
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||
Revenue:
|
(in thousands)
|
||||||
Prior to revision
|
$
|
672,244
|
|
|
$
|
2,021,011
|
|
Revision
|
11,114
|
|
|
33,176
|
|
||
As Revised
|
$
|
683,358
|
|
|
$
|
2,054,187
|
|
Cost of sales, including warehousing, distribution and occupancy:
|
|
|
|
||||
Prior to revision
|
$
|
421,600
|
|
|
$
|
1,264,602
|
|
Revision
|
11,114
|
|
|
33,176
|
|
||
As Revised
|
$
|
432,714
|
|
|
$
|
1,297,778
|
|
|
December 31, 2015
|
||
Other long-term assets:
|
(in thousands)
|
||
Prior to revision
(*)
|
$
|
32,891
|
|
Revision
|
5,664
|
|
|
As Revised
|
$
|
38,555
|
|
Other long-term liabilities:
|
|
||
Prior to revision
|
$
|
53,352
|
|
Revision
|
5,664
|
|
|
As Revised
|
$
|
59,016
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Finished product ready for sale
|
$
|
557,076
|
|
|
$
|
487,075
|
|
Work-in-process, bulk product and raw materials
|
58,993
|
|
|
62,242
|
|
||
Packaging supplies
|
5,796
|
|
|
6,568
|
|
||
Total inventory
|
$
|
621,865
|
|
|
$
|
555,885
|
|
|
U.S.
and
Canada
|
|
International
|
|
Manufacturing/
Wholesale
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2015
|
$
|
403,874
|
|
|
$
|
43,177
|
|
|
$
|
202,841
|
|
|
$
|
649,892
|
|
Acquired franchise stores
|
1,391
|
|
|
—
|
|
|
—
|
|
|
1,391
|
|
||||
Translation effect of exchange rates
|
21
|
|
|
151
|
|
|
—
|
|
|
172
|
|
||||
Franchise conversions
|
(3,649
|
)
|
|
—
|
|
|
—
|
|
|
(3,649
|
)
|
||||
Balance at September 30, 2016
|
$
|
401,637
|
|
|
$
|
43,328
|
|
|
$
|
202,841
|
|
|
$
|
647,806
|
|
|
Retail
Brand
|
|
Franchise
Brand
|
|
Operating
Agreements
|
|
Other
Intangibles
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2015
|
$
|
500,000
|
|
|
$
|
220,000
|
|
|
$
|
112,359
|
|
|
$
|
6,845
|
|
|
$
|
839,204
|
|
Acquired franchise stores
|
—
|
|
|
—
|
|
|
—
|
|
|
280
|
|
|
280
|
|
|||||
Amortization expense
|
—
|
|
|
—
|
|
|
(4,990
|
)
|
|
(1,309
|
)
|
|
(6,299
|
)
|
|||||
Translation effect of exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|||||
Balance at September 30, 2016
|
$
|
500,000
|
|
|
$
|
220,000
|
|
|
$
|
107,369
|
|
|
$
|
5,828
|
|
|
$
|
833,197
|
|
|
Weighted-
Average
Life
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
|
Cost
|
|
Accumulated
Amortization
|
|
Carrying
Amount
|
|
Cost
|
|
Accumulated
Amortization
|
|
Carrying
Amount
|
|||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||
Brands - retail
|
Indefinite
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
Brands - franchise
|
Indefinite
|
|
220,000
|
|
|
—
|
|
|
220,000
|
|
|
220,000
|
|
|
—
|
|
|
220,000
|
|
||||||
Retail agreements
|
30.3
|
|
31,000
|
|
|
(10,197
|
)
|
|
20,803
|
|
|
31,000
|
|
|
(9,407
|
)
|
|
21,593
|
|
||||||
Franchise agreements
|
25.0
|
|
70,000
|
|
|
(26,717
|
)
|
|
43,283
|
|
|
70,000
|
|
|
(24,617
|
)
|
|
45,383
|
|
||||||
Manufacturing agreements
|
25.0
|
|
70,000
|
|
|
(26,717
|
)
|
|
43,283
|
|
|
70,000
|
|
|
(24,617
|
)
|
|
45,383
|
|
||||||
Other intangibles
|
11.8
|
|
10,239
|
|
|
(5,347
|
)
|
|
4,892
|
|
|
10,222
|
|
|
(4,560
|
)
|
|
5,662
|
|
||||||
Franchise rights
|
3.0
|
|
7,486
|
|
|
(6,550
|
)
|
|
936
|
|
|
7,206
|
|
|
(6,023
|
)
|
|
1,183
|
|
||||||
Total
|
|
|
$
|
908,725
|
|
|
$
|
(75,528
|
)
|
|
$
|
833,197
|
|
|
$
|
908,428
|
|
|
$
|
(69,224
|
)
|
|
$
|
839,204
|
|
Years ending December 31,
|
|
Estimated
amortization
expense
|
||
|
|
(in thousands)
|
||
|
|
|
||
2016 (remainder)
|
|
$
|
1,946
|
|
2017
|
|
7,627
|
|
|
2018
|
|
7,426
|
|
|
2019
|
|
7,286
|
|
|
2020
|
|
7,223
|
|
|
Thereafter
|
|
81,689
|
|
|
Total
|
|
$
|
113,197
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(in thousands)
|
||||||
Term Loan Facility (net of $1.7 million and $2.2 million discount)
|
$
|
1,171,457
|
|
|
$
|
1,174,369
|
|
Revolving Credit Facility
|
137,000
|
|
|
43,000
|
|
||
Notes
|
242,675
|
|
|
235,085
|
|
||
Debt issuance costs
|
(2,544
|
)
|
|
(3,276
|
)
|
||
Total debt
|
1,548,588
|
|
|
1,449,178
|
|
||
Less: current maturities
|
(4,550
|
)
|
|
(4,550
|
)
|
||
Long-term debt
|
$
|
1,544,038
|
|
|
$
|
1,444,628
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Liability component
|
|
|
|
||||
Principal
|
$
|
287,500
|
|
|
$
|
287,500
|
|
Conversion feature
|
(39,493
|
)
|
|
(46,271
|
)
|
||
Discount related to debt issuance costs
|
(5,332
|
)
|
|
(6,144
|
)
|
||
Net carrying amount
|
$
|
242,675
|
|
|
$
|
235,085
|
|
|
|
|
|
||||
Equity component
|
|
|
|
|
|||
Conversion feature
|
$
|
49,680
|
|
|
$
|
49,680
|
|
Debt issuance costs
|
(1,421
|
)
|
|
(1,421
|
)
|
||
Deferred taxes
|
(17,750
|
)
|
|
(17,750
|
)
|
||
Net amount recorded in additional paid-in capital
|
$
|
30,509
|
|
|
$
|
30,509
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Senior Credit Facility:
|
|
|
|
|
|
|
|
||||||||
Term Loan Facility coupon
|
$
|
9,753
|
|
|
$
|
10,390
|
|
|
$
|
29,076
|
|
|
$
|
32,366
|
|
Revolver
|
1,359
|
|
|
172
|
|
|
3,420
|
|
|
510
|
|
||||
Amortization of discount and debt issuance costs
|
591
|
|
|
1,243
|
|
|
1,775
|
|
|
2,168
|
|
||||
Total Senior Credit Facility
|
11,703
|
|
|
11,805
|
|
|
34,271
|
|
|
35,044
|
|
||||
Notes:
|
|
|
|
|
|
|
|
||||||||
Coupon
|
1,078
|
|
|
623
|
|
|
3,234
|
|
|
623
|
|
||||
Amortization of conversion feature
|
2,294
|
|
|
1,218
|
|
|
6,778
|
|
|
1,218
|
|
||||
Amortization of discount and debt issuance costs
|
290
|
|
|
147
|
|
|
845
|
|
|
147
|
|
||||
Total Notes
|
3,662
|
|
|
1,988
|
|
|
10,857
|
|
|
1,988
|
|
||||
Interest income and other
|
(5
|
)
|
|
(40
|
)
|
|
(50
|
)
|
|
(120
|
)
|
||||
Interest expense, net
|
$
|
15,360
|
|
|
$
|
13,753
|
|
|
$
|
45,078
|
|
|
$
|
36,912
|
|
Level 1 — observable inputs such as quoted prices in active markets for identical assets and liabilities;
|
Level 2 — observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other inputs that are observable, or can be corroborated by observable market data; and
|
Level 3 — unobservable inputs for which there are little or no market data, which require the reporting entity to develop its own assumptions.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
(in thousands)
|
||||||||||||||
Term Loan Facility
|
$
|
1,171,457
|
|
|
$
|
1,172,921
|
|
|
$
|
1,174,369
|
|
|
$
|
1,145,010
|
|
Notes
|
242,675
|
|
|
213,491
|
|
|
235,085
|
|
|
188,940
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||||||
Basic weighted-average shares
|
68,190
|
|
|
83,669
|
|
|
69,808
|
|
|
85,663
|
|
Effect of dilutive stock-based awards
|
125
|
|
|
289
|
|
|
131
|
|
|
267
|
|
Diluted weighted-average shares
|
68,315
|
|
|
83,958
|
|
|
69,939
|
|
|
85,930
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||||||
Antidilutive:
|
|
||||||||||
Time-based
|
1,120
|
|
|
176
|
|
|
1,011
|
|
|
159
|
|
Market-based
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
Contingently issuable:
|
|
|
|
|
|
|
|
||||
Performance-based
|
130
|
|
|
139
|
|
|
133
|
|
|
138
|
|
Market-based
|
167
|
|
|
—
|
|
|
112
|
|
|
—
|
|
Total stock-based awards
|
1,417
|
|
|
315
|
|
|
1,312
|
|
|
297
|
|
•
|
the GNC Holdings, Inc. 2015 Stock and Incentive Plan (the "2015 Stock Plan") amended and adopted in May 2015, formerly the GNC Holdings, Inc. 2011 Stock and Incentive Plan (the “2011 Stock Plan”) adopted in March 2011; and
|
•
|
the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan adopted in March 2007 (as amended, the “2007 Stock Plan”).
|
|
September 30, 2016
|
|
December 31, 2015
|
||
|
(in thousands)
|
||||
Time-based stock options
|
1,153
|
|
|
688
|
|
Time-based restricted stock awards
|
310
|
|
|
194
|
|
Performance-based restricted stock awards
|
138
|
|
|
141
|
|
Market-based restricted stock awards
|
169
|
|
|
—
|
|
Total
|
1,770
|
|
|
1,023
|
|
|
(in thousands)
|
|
Time-based stock options
|
644
|
|
Time-based restricted stock awards
|
278
|
|
Market-based restricted stock awards
|
171
|
|
Total
|
1,093
|
|
Old
|
|
New
|
Segment:
Retail
Includes:
Company-owned stores in the U.S., Puerto Rico and Canada, The Health Store and e-commerce including Discount Supplements, which was sold in the fourth quarter of 2015
|
|
Segment:
U.S. and Canada
Includes:
Company-owned stores in the U.S., Puerto Rico and Canada, franchise stores in the U.S. and e-commerce
|
|
|
|
Segment:
Franchise
Includes:
Domestic and international franchise locations and China operations
|
|
Segment:
International
Includes: Franchise locations in approximately 50 countries, The Health Store and China operations |
|
|
|
Segment:
Manufacturing / Wholesale
Includes:
Manufactured product sold to our other segments, third-party contract manufacturing and sales to wholesale partners
|
|
Segment:
Manufacturing / Wholesale
Includes:
Manufactured product sold to our other segments, third-party contract manufacturing and sales to wholesale partners (no change from old)
|
|
|
|
|
|
Other
Includes:
Discount Supplements, an e-commerce business which was sold in the fourth quarter of 2015
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
(*)
|
|
2016
|
|
2015
(*)
|
||||||||
|
(in thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||
U.S. and Canada
|
$
|
525,505
|
|
|
$
|
565,252
|
|
|
$
|
1,671,048
|
|
|
$
|
1,726,774
|
|
International
|
41,118
|
|
|
50,568
|
|
|
121,037
|
|
|
134,351
|
|
||||
Manufacturing / Wholesale:
|
|
|
|
|
|
|
|
|
|
|
|||||
Intersegment revenues
|
53,016
|
|
|
67,511
|
|
|
172,603
|
|
|
206,749
|
|
||||
Third-party
|
61,341
|
|
|
61,620
|
|
|
178,002
|
|
|
173,377
|
|
||||
Subtotal Manufacturing / Wholesale
|
114,357
|
|
|
129,131
|
|
|
350,605
|
|
|
380,126
|
|
||||
Total reportable segment revenues
|
680,980
|
|
|
744,951
|
|
|
2,142,690
|
|
|
2,241,251
|
|
||||
Other
|
—
|
|
|
5,918
|
|
|
—
|
|
|
19,685
|
|
||||
Elimination of intersegment revenues
|
(53,016
|
)
|
|
(67,511
|
)
|
|
(172,603
|
)
|
|
(206,749
|
)
|
||||
Total revenue
|
$
|
627,964
|
|
|
$
|
683,358
|
|
|
$
|
1,970,087
|
|
|
$
|
2,054,187
|
|
Operating income:
|
|
|
|
|
|
|
|
|
|
||||||
U.S. and Canada
|
$
|
65,292
|
|
|
$
|
93,745
|
|
|
$
|
256,142
|
|
|
$
|
299,818
|
|
International
|
14,676
|
|
|
16,118
|
|
|
41,428
|
|
|
48,025
|
|
||||
Manufacturing / Wholesale
|
17,395
|
|
|
22,521
|
|
|
53,719
|
|
|
63,589
|
|
||||
Total reportable segment operating income
|
97,363
|
|
|
132,384
|
|
|
351,289
|
|
|
411,432
|
|
||||
Unallocated corporate and other costs:
|
|
|
|
|
|
|
|
|
|
|
|||||
Corporate costs
|
(33,161
|
)
|
|
(20,643
|
)
|
|
(76,787
|
)
|
|
(69,967
|
)
|
||||
Other
|
691
|
|
|
(29,591
|
)
|
|
680
|
|
|
(32,072
|
)
|
||||
Subtotal unallocated corporate and other costs
|
(32,470
|
)
|
|
(50,234
|
)
|
|
(76,107
|
)
|
|
(102,039
|
)
|
||||
Total operating income
|
64,893
|
|
|
82,150
|
|
|
275,182
|
|
|
309,393
|
|
||||
Interest expense, net
|
15,360
|
|
|
13,753
|
|
|
45,078
|
|
|
36,912
|
|
||||
Income before income taxes
|
$
|
49,533
|
|
|
$
|
68,397
|
|
|
$
|
230,104
|
|
|
$
|
272,481
|
|
•
|
significant and growing competition in our industry;
|
•
|
unfavorable publicity or consumer perception of our industry or products, as well as general changes in consumer behaviors and trends;
|
•
|
increases in the cost of borrowings and limitations on availability of additional debt or equity capital;
|
•
|
our debt levels and restrictions in our debt agreements;
|
•
|
incurrence of material product liability and product recall costs;
|
•
|
loss or retirement of key members of management;
|
•
|
costs of compliance or any failure on our part to comply with new and existing governmental regulations governing our products, including, but not limited to, proposed dietary supplement legislation and regulations;
|
•
|
changes in our tax obligations;
|
•
|
costs of litigation or investigations involving our company and any failure to successfully defend lawsuits and other claims against us;
|
•
|
failure of our franchisees to conduct their operations profitably and limitations on our ability to terminate or replace under-performing franchisees;
|
•
|
economic, political and other risks associated with our international operations, including fluctuations in foreign exchange rates relative to the U.S. dollar;
|
•
|
failure to keep pace with the demands of our customers for new products and services;
|
•
|
limitations of or disruptions in our manufacturing system or losses of manufacturing certifications;
|
•
|
limitations of or disruptions in our distribution network;
|
•
|
lack of long-term experience with human consumption of ingredients in some of our products;
|
•
|
increases in the frequency and severity of insurance claims, particularly claims for which we are self-insured;
|
•
|
failure to adequately protect or enforce our intellectual property rights against competitors;
|
•
|
changes in raw material costs and pricing of our products;
|
•
|
failure to successfully execute our growth strategy, including any inability to successfully launch our revised pricing strategy and enhance our customer loyalty program, any delays in our planned future growth, any inability to expand our franchise operations or attract new franchisees, any inability to expand our company-owned retail operations, any inability to grow our international footprint, or any inability to expand our e-commerce business;
|
•
|
any failure by our current marketing initiatives to timely produce the results that we anticipate;
|
•
|
changes in applicable laws relating to our franchise operations;
|
•
|
damage or interruption to our information systems;
|
•
|
risks and costs associated with data loss, credit card fraud and identity theft;
|
•
|
impact of current economic conditions on our business;
|
•
|
unusually adverse weather conditions;
|
•
|
natural disasters, pandemic outbreaks, boycotts, and geo-political events; and
|
•
|
failure to maintain effective internal controls.
|
•
|
well-recognized brand;
|
•
|
stable base of long-term customers;
|
•
|
highly leveragable business model;
|
•
|
unique product offerings and innovation capabilities;
|
•
|
geographically diverse store base;
|
•
|
vertically integrated operations;
|
•
|
differentiated service model designed to enhance the customer experience; and
|
•
|
highly experienced management team.
|
•
|
meaningful, long-term connections with our customers;
|
•
|
deep expertise in health, wellness and performance;
|
•
|
solutions tailored to meet our customers’ unique goals;
|
•
|
a best-in-class shopping experience; and
|
•
|
customer-driven decision making and rigorous quality standards.
|
•
|
Pricing and loyalty programs.
the launch of a pilot program centered on single-tier pricing and a free loyalty program which we anticipate expanding system wide in the U.S. by 2017, which includes the following;
|
•
|
Implementing a revised pricing strategy
. Early in 2016, we launched an intensive effort to develop and implement an improved pricing strategy in our domestic stores. In the third quarter of 2016, we launched a pilot of a single-tier pricing model thereby eliminating the multi-tiered pricing which we believe was causing confusion in the marketplace. We expect the results of this initiative to be evident in 2017 and beyond. In addition, in the third quarter of 2016, we aligned pricing and promotions on GNC.com to our stores, eliminated web-only promotions and eliminated the ability to make bulk purchases from our website. Although these changes had a significant impact on same store sales, we believe they are essential to improving the overall strength of our business; and
|
•
|
Enhancing our customer loyalty program
. Historically GNC’s Gold Card loyalty program was intricately tied to the company’s multi-tiered pricing strategy. In the third quarter of 2016, we also launched a pilot of a new, free loyalty program, effectively decoupling the loyalty program from product pricing. Following extensive customer research during 2015, we believe that a free loyalty program focused on the accumulation of points is an important step for building a more regular and meaningful connection with our customers. We expect the results of this initiative to be evident in 2017 and beyond;
|
•
|
Marketing effectiveness
. continued development of a precise plan on marketing spend across channels to improve the overall effectiveness in capturing the customers we are seeking, as well as improving our call to action messages designed to increase traffic and visits by new and existing customers;
|
•
|
Product innovation.
increasing our flow of new, innovative GNC branded and third party products that attract new customers; and
|
•
|
Improving the customer experience
. improvement in product availability and in-store elements of differentiation for the consumer that could include faster transaction times, more knowledgeable associates and an improved omni-channel availability for the consumer.
|
•
|
Raising industry standards through the creation of an industry-wide coalition
. We remain focused, together with other industry leaders and industry trade associations, on initiatives begun in 2015 to build an industry-led coalition aimed at raising the bar for quality and compliance throughout the dietary supplement industry. Coalition initiatives include: developing standardized raw material “good manufacturing practices” (“GMPs”), including “farm to factory” traceability standards; creating a product-registry database accessible to industry participants, consumers and the FDA; establishing minimum certification standards for manufacturing facilities, including an annual facility inspection process and product quality seals, and providing media support for a
|
•
|
Executing our refranchising strategy
. We have undertaken an accelerated drive to increase the proportion of our domestic stores that are franchise locations, which we expect to accomplish both by increasing the proportion of new stores that are franchise locations and by transitioning company-owned stores to franchise locations. We are currently targeting a balanced portfolio of domestic company-owned and franchise locations over the next three to four years, beginning in 2016. As part of this effort, we remain focused on creating and nurturing franchise partnerships that support our brand image. We believe that this strategy can result in significant value creation for our stockholders. During the nine months ended September 30, 2016, we refranchised 96 company-owned stores to franchisees.
|
•
|
broader consumer awareness of health and wellness issues and rising healthcare costs may increase the use of the products we offer and positively affect our operating performance;
|
•
|
interest in, and demand for, condition-specific products based on scientific research may positively affect our operating performance if we can timely develop and offer such condition-specific products;
|
•
|
the effects of favorable and unfavorable publicity on consumer demand with respect to the products we offer may have similarly favorable or unfavorable effects on our operating performance;
|
•
|
a lack of long-term experience with human consumption of ingredients in some of our products could create uncertainties with respect to the health risks, if any, related to the consumption of such ingredients and negatively affect our operating performance;
|
•
|
increased costs and other demands associated with heightened regulatory scrutiny, including but not limited to complying with new and existing governmental regulation, and/or legal challenges associated with products that we sell may negatively affect our operating performance;
|
•
|
consolidation within our industry and increasing participation in our market by mass market and internet retailers and consumer product manufacturers could continue to intensify competition within our industry and could continue to negatively affect our market performance;
|
•
|
a decline in disposable income available to consumers may lead to a reduction in consumer spending and negatively affect our operating performance; and
|
•
|
an aging population in the United States may positively impact sales of some of the products that we offer.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
|
|
|
|
||||
U.S. and Canada
|
83.7
|
%
|
|
82.7
|
%
|
|
84.8
|
%
|
|
84.1
|
%
|
International
|
6.5
|
%
|
|
7.4
|
%
|
|
6.1
|
%
|
|
6.5
|
%
|
Manufacturing / Wholesale:
|
|
|
|
|
|
|
|
||||
Intersegment revenues
|
8.4
|
%
|
|
9.9
|
%
|
|
8.8
|
%
|
|
10.1
|
%
|
Third party
|
9.8
|
%
|
|
9.0
|
%
|
|
9.1
|
%
|
|
8.4
|
%
|
Subtotal Manufacturing / Wholesale
|
18.2
|
%
|
|
18.9
|
%
|
|
17.9
|
%
|
|
18.5
|
%
|
Other
|
—
|
%
|
|
0.9
|
%
|
|
—
|
%
|
|
1.0
|
%
|
Elimination of intersegment revenue
|
(8.4
|
)%
|
|
(9.9
|
)%
|
|
(8.8
|
)%
|
|
(10.1
|
)%
|
Total net revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Cost of sales, including warehousing, distribution and occupancy
|
65.7
|
%
|
|
63.3
|
%
|
|
65.0
|
%
|
|
63.2
|
%
|
Gross profit
|
34.3
|
%
|
|
36.7
|
%
|
|
35.0
|
%
|
|
36.8
|
%
|
Selling, general and administrative
|
23.6
|
%
|
|
20.7
|
%
|
|
21.8
|
%
|
|
20.5
|
%
|
Gains on refranchising
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
(0.9
|
)%
|
|
(0.1
|
)%
|
Long-lived asset impairments
|
0.5
|
%
|
|
4.1
|
%
|
|
0.2
|
%
|
|
1.4
|
%
|
Other (income) loss, net
|
(0.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Total operating expenses
|
89.6
|
%
|
|
88.0
|
%
|
|
86.1
|
%
|
|
85.0
|
%
|
Operating income:
|
|
|
|
|
|
|
|
||||
U.S. and Canada
|
10.4
|
%
|
|
13.7
|
%
|
|
13.0
|
%
|
|
14.6
|
%
|
International
|
2.3
|
%
|
|
2.4
|
%
|
|
2.1
|
%
|
|
2.3
|
%
|
Manufacturing / Wholesale
|
2.8
|
%
|
|
3.3
|
%
|
|
2.8
|
%
|
|
3.2
|
%
|
Unallocated corporate and other costs:
|
|
|
|
|
|
|
|
||||
Corporate costs
|
(5.3
|
)%
|
|
(3.0
|
)%
|
|
(3.9
|
)%
|
|
(3.4
|
)%
|
Other
|
0.1
|
%
|
|
(4.4
|
)%
|
|
—
|
%
|
|
(1.6
|
)%
|
Subtotal unallocated corporate and other costs
|
(5.2
|
)%
|
|
(7.4
|
)%
|
|
(3.9
|
)%
|
|
(5.0
|
)%
|
Total operating income
|
10.3
|
%
|
|
12.0
|
%
|
|
14.0
|
%
|
|
15.1
|
%
|
Interest expense, net
|
2.4
|
%
|
|
2.0
|
%
|
|
2.3
|
%
|
|
1.8
|
%
|
Income before income taxes
|
7.9
|
%
|
|
10.0
|
%
|
|
11.7
|
%
|
|
13.3
|
%
|
Income tax expense
|
2.7
|
%
|
|
3.3
|
%
|
|
4.2
|
%
|
|
4.7
|
%
|
Net income
|
5.2
|
%
|
|
6.7
|
%
|
|
7.5
|
%
|
|
8.6
|
%
|
|
Nine months ended September 30,
|
||||
|
2016
|
|
2015
|
||
U.S. & Canada
|
|
|
|
||
Company-owned
(a)
:
|
|
|
|
|
|
Beginning of period balance
|
3,584
|
|
|
3,487
|
|
Store openings
|
46
|
|
|
64
|
|
Acquired franchise stores
(b)
|
16
|
|
|
33
|
|
Franchise conversions
(c)
|
(96
|
)
|
|
(12
|
)
|
Store closings
|
(38
|
)
|
|
(26
|
)
|
End of period balance
|
3,512
|
|
|
3,546
|
|
Domestic Franchise:
|
|
|
|
||
Beginning of period balance
|
1,084
|
|
|
1,070
|
|
Store openings
|
21
|
|
|
18
|
|
Acquired franchise stores
(b)
|
(16
|
)
|
|
(33
|
)
|
Franchise conversions
(c)
|
96
|
|
|
12
|
|
Store closings
|
(16
|
)
|
|
(5
|
)
|
End of period balance
|
1,169
|
|
|
1,062
|
|
International
(d)
:
|
|
|
|
||
Beginning of period balance
|
2,095
|
|
|
2,150
|
|
Store openings
|
61
|
|
|
89
|
|
Store closings
|
(165
|
)
|
|
(124
|
)
|
End of period balance
|
1,991
|
|
|
2,115
|
|
Store-within-a-store (Rite Aid):
|
|
|
|
|
|
Beginning of period balance
|
2,327
|
|
|
2,269
|
|
Store openings
|
29
|
|
|
51
|
|
Store closings
|
(9
|
)
|
|
(1
|
)
|
End of period balance
|
2,347
|
|
|
2,319
|
|
Total Stores
|
9,019
|
|
|
9,042
|
|
Old
|
|
New
|
Segment:
Retail
Includes:
Company-owned stores in the U.S., Puerto Rico and Canada, The Health Store and e-commerce including Discount Supplements, which was sold in the fourth quarter of 2015
|
|
Segment:
U.S. and Canada
Includes:
Company-owned stores in the U.S., Puerto Rico and Canada, franchise stores in the U.S. and e-commerce
|
|
|
|
Segment:
Franchise
Includes:
Domestic and international franchise locations and China operations
|
|
Segment:
International
Includes:
Franchise locations in approximately 50 countries, The Health Store and China operations
|
|
|
|
Segment:
Manufacturing / Wholesale
Includes:
Manufactured product sold to our other segments, third-party contract manufacturing and sales to wholesale partners
|
|
Segment:
Manufacturing / Wholesale
Includes:
Manufactured product sold to our other segments, third-party contract manufacturing and sales to wholesale partners (no change from old)
|
|
|
|
|
|
Other
Includes:
Discount Supplements, an e-commerce business which was sold in the fourth quarter of 2015
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||||||||||
(Unaudited)
|
Q1
|
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||||||||||||||||
|
3/31
|
|
Full Year
|
|
3/31
|
|
6/30
|
|
9/30
|
|
12/31
|
|
Full Year
|
|
3/31
|
|
6/30
|
|
9/30
|
|
12/31
|
||||||||||||||||||||||
Revenue:
|
(in thousands)
|
||||||||||||||||||||||||||||||||||||||||||
U.S. and Canada
|
$
|
574,600
|
|
|
$
|
2,240,515
|
|
|
$
|
578,938
|
|
|
$
|
582,584
|
|
|
$
|
565,252
|
|
|
$
|
513,741
|
|
|
$
|
2,207,283
|
|
|
$
|
572,494
|
|
|
$
|
574,557
|
|
|
$
|
551,921
|
|
|
$
|
508,311
|
|
International
|
36,842
|
|
|
183,007
|
|
|
39,624
|
|
|
44,159
|
|
|
50,568
|
|
|
48,656
|
|
|
174,934
|
|
|
41,554
|
|
|
42,737
|
|
|
45,761
|
|
|
44,882
|
|
|||||||||||
Manufacturing / Wholesale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Intersegment revenues
|
63,031
|
|
|
267,377
|
|
|
66,254
|
|
|
72,984
|
|
|
67,511
|
|
|
60,628
|
|
|
291,220
|
|
|
81,195
|
|
|
75,723
|
|
|
73,808
|
|
|
60,494
|
|
|||||||||||
Third-party
|
57,463
|
|
|
235,680
|
|
|
55,524
|
|
|
56,233
|
|
|
61,620
|
|
|
62,303
|
|
|
241,176
|
|
|
61,944
|
|
|
59,566
|
|
|
61,529
|
|
|
58,137
|
|
|||||||||||
Subtotal Manufacturing / Wholesale
|
120,494
|
|
|
503,057
|
|
|
121,778
|
|
|
129,217
|
|
|
129,131
|
|
|
122,931
|
|
|
532,396
|
|
|
143,139
|
|
|
135,289
|
|
|
135,337
|
|
|
118,631
|
|
|||||||||||
Total reportable segment revenues
|
731,936
|
|
|
2,926,579
|
|
|
740,340
|
|
|
755,960
|
|
|
744,951
|
|
|
685,328
|
|
|
2,914,613
|
|
|
757,187
|
|
|
752,583
|
|
|
733,019
|
|
|
671,824
|
|
|||||||||||
Other
|
—
|
|
|
24,096
|
|
|
7,180
|
|
|
6,588
|
|
|
5,918
|
|
|
4,410
|
|
|
31,613
|
|
|
8,586
|
|
|
8,677
|
|
|
7,700
|
|
|
6,650
|
|
|||||||||||
Elimination of intersegment revenues
|
(63,031
|
)
|
|
(267,377
|
)
|
|
(66,254
|
)
|
|
(72,984
|
)
|
|
(67,511
|
)
|
|
(60,628
|
)
|
|
(291,220
|
)
|
|
(81,195
|
)
|
|
(75,723
|
)
|
|
(73,808
|
)
|
|
(60,494
|
)
|
|||||||||||
Total revenue
|
$
|
668,905
|
|
|
$
|
2,683,298
|
|
|
$
|
681,266
|
|
|
$
|
689,564
|
|
|
$
|
683,358
|
|
|
$
|
629,110
|
|
|
$
|
2,655,006
|
|
|
$
|
684,578
|
|
|
$
|
685,537
|
|
|
$
|
666,911
|
|
|
$
|
617,980
|
|
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. and Canada
|
$
|
86,301
|
|
|
$
|
378,233
|
|
|
$
|
100,555
|
|
|
$
|
105,519
|
|
|
$
|
93,745
|
|
|
$
|
78,414
|
|
|
$
|
382,248
|
|
|
$
|
103,022
|
|
|
$
|
103,785
|
|
|
$
|
97,667
|
|
|
$
|
77,774
|
|
International
|
13,103
|
|
|
64,486
|
|
|
16,214
|
|
|
15,693
|
|
|
16,118
|
|
|
16,461
|
|
|
59,734
|
|
|
16,061
|
|
|
15,502
|
|
|
12,130
|
|
|
16,041
|
|
|||||||||||
Manufacturing / Wholesale
|
18,433
|
|
|
86,172
|
|
|
20,007
|
|
|
21,061
|
|
|
22,521
|
|
|
22,583
|
|
|
85,539
|
|
|
22,562
|
|
|
21,869
|
|
|
21,760
|
|
|
19,348
|
|
|||||||||||
Total reportable segment operating income
|
117,837
|
|
|
528,891
|
|
|
136,776
|
|
|
142,273
|
|
|
132,384
|
|
|
117,458
|
|
|
527,521
|
|
|
141,645
|
|
|
141,156
|
|
|
131,557
|
|
|
113,163
|
|
|||||||||||
Other
|
(11
|
)
|
|
(37,444
|
)
|
|
(1,394
|
)
|
|
(1,088
|
)
|
|
(29,591
|
)
|
|
(5,371
|
)
|
|
411
|
|
|
259
|
|
|
270
|
|
|
3,769
|
|
|
(3,887
|
)
|
|||||||||||
Corporate costs
|
(23,761
|
)
|
|
(98,340
|
)
|
|
(25,777
|
)
|
|
(23,547
|
)
|
|
(20,643
|
)
|
|
(28,373
|
)
|
|
(88,420
|
)
|
|
(20,649
|
)
|
|
(20,375
|
)
|
|
(26,601
|
)
|
|
(20,795
|
)
|
|||||||||||
Total operating income
|
$
|
94,065
|
|
|
$
|
393,107
|
|
|
$
|
109,605
|
|
|
$
|
117,638
|
|
|
$
|
82,150
|
|
|
$
|
83,714
|
|
|
$
|
439,512
|
|
|
$
|
121,255
|
|
|
$
|
121,051
|
|
|
$
|
108,725
|
|
|
$
|
88,481
|
|
Assumption Change
|
|
% Fair Value Excess (Deficit) to Carrying Value
|
1% decrease in annual revenue
|
|
6.9%
|
3% decrease in annual revenue
|
|
(1.9)%
|
1% increase in discount rate
|
|
0.7%
|
•
|
Susan Straub and the Estate of Shane Staub v. General Nutrition Centers, Inc., USP Labs, LLC, Common Pleas Court of Philadelphia County, Pennsylvania (Case No. 140502403), filed May 20, 2014
|
•
|
Justin Carolyne, et al. v. USP Labs, GNC Corporation, et al. Superior Court of California, County of Los Angeles (Case No. BC508212), filed May 22, 2013
|
•
|
Jeremy Reed, Timothy Anderson, Dan Anderson, Nadia Black, et al. v. USPLabs, LLC, et al., GNC, Superior Court for California, County of San Diego (Case No. 37-2013-00074052-CU-PL-CTL), filed November 1, 2013
|
•
|
Kenneth Waikiki v. USP Labs, Doyle, Geissler, USP Labs OxyElite, LLC, et al. and GNC Corporation, et al., United States District Court for the District of Hawaii (Case No. 3-00639 DMK), filed November 21, 2013
|
•
|
Nicholas Akau v. USP Labs, GNC Corporation, et al., United States District Court for the District of Hawaii (Case No. CV 14-00029), filed January 23, 2014
|
•
|
Malissa Igafo v. USP Labs, GNC Corporation, et al., United States District Court for the District of Hawaii (Case No. CV 14-00030), filed January 23, 2013
|
•
|
Calvin Ishihara v. USP Labs, GNC Corporation, et al., United States District Court for the District of Hawaii (Case No. CV 14-00031), filed January 23, 2014
|
•
|
Gaye Anne Mattson v. USP Labs, GNC Corporation, et al., United States District for the District of Hawaii (Case No. CV 14-00032), filed January 23, 2014
|
•
|
Thomas Park v. GNC Holdings, Inc., USP Labs, LLC, Superior Court of California, County of San Diego (Case No. 37-2014-110924), filed September 8, 2014
|
•
|
Nicholas Olson, Adrian Chavez, Rebecca Fullerton, Robert Gunter, Davina Maes and Edwin Palm v. GNC Corporation, USP Labs, LLC, Superior Court of California, County of Orange (Case No. 2014-00740258) filed August 18, 2014
|
•
|
Mereane Carlisle, Charles Paio, Chanelle Valdez, Janice Favella and Christine Mariano v. USPLabs, LLC et al., United states District Court for the District of Hawaii (Case No. CV14-00029), filed January 23, 2014.
|
•
|
Karina Lujon v. General Nutrition Centers, Inc., USP Labs LLC, District Court of Dallas County, 298th Judicial District (Case No. DC-13-05677-M), filed March 25, 2014
|
•
|
Nichole Davidson, William Dunlao, Gina Martin, Lee Ann Miranda, Yuka Colescott, Sherine Cortinas, and Shawna Nishimoto v. GNC Corporation and USP Labs LLC, United States District Court for the District of Hawaii (Case No. 14-cv-00364) filed October 24, 2014
|
•
|
Rodney Ofisa, Christine Mosca, Margaret Kawamoto as guardian for Jane Kawamoto (a minor), Ginny Pia, Kimberlynne Tom, Faituitasi Tuioti, Ireneo Rabang, and Tihane Laupola v. GNC Corporation and USP Labs LLC, United States District Court for the District of Hawaii (Case No. CV14-00365) filed October 24, 2014
|
•
|
Palani Pantoham, Deborah Cordiero, J. Royal Kanamu, Brent Pascula, Christie Shiroma, Justan Chun, Kasey Grace and Adam Miyasoto v. USPLabs, LLC. et al., United States District Court for the District of Hawaii (Case No. CV14-00366) filed August 15, 2014
|
•
|
Keahi Paveo v. GNC Corporation, USP Labs, LLC, United States District Court for the District of Hawaii (Case No. 14-cv-00367) filed October 24, 2014
|
•
|
Kai Wing Tsui and John McCutchen v. GNC Corporation, USP Labs, Superior Court of California, County of Los Angeles (Case No. BC559542), filed October 6, 2014
|
•
|
Dennis Balila, Melinda Jean Collins, Janice Samson, Mia Fagley, Clayton Goo, Joliana Kurtz and Mae Kwan v. USPLabs, LLC et al., California Superior Court, San Diego County (Case No. 37-2015-00008455), filed March 13, 2015
|
•
|
Cuong Bahn, Ismael Flores, Chue Xiong, Leilani Groden, Trudy Jenkins, and Mary Hess v. USPLabs, LLC et al., California Superior Court, Orange County (Case No. 30-2015-00776749), filed March 12, 2015
|
•
|
Alexis Billones, Austin Ashworth, Karen Litre, Nancy Murray, Wendy Ortiz, Edward Pullen, and Corazon Vu v. USPLabs, LLC et al., California Superior Court, Los Angeles County (Case No. BC575264), filed March 13, 2015
|
•
|
Asofiafia Morales, Richard Ownes, Lynn Campbell, Joseph Silzgy, Delphone Smith-Dean, Nicole Stroud, Barrett Mincey and Amanda Otten v. USPLabs, LLC et al., California Superior Court, Los Angeles County (Case No. BC575262), filed March 13, 2015
|
•
|
Laurie Nadura, Angela Abril-Guthmiller, Sarah Rogers, Jennifer Apes, Ellen Beedie, Edmundo Cruz, and Christopher Almanza v. USPLabs, LLC et al., California Superior Court, Monterey County (Case No. M131321), filed March 13, 2015
|
•
|
Cynthia Novida, Demetrio Moreno, Mee Yang, Tiffone Parker, Christopher Tortal, David Patton and Raymon Riley v. USPLabs, LLC et al., California Superior Court, San Diego County (Case No. 37-2015-00008404), filed March 13, 2015
|
•
|
Johanna Stussy, Lai Uyeno, Gwenda Tuika-Reyes, Zeng Vang, Kevin Williams, and Kristy Williams v. USPLabs, LLC, et al., California Superior Court, Santa Clara County (Case No. 115CV78045), filed March 13, 2015
|
•
|
Natasiri Tali, Tram Dobbs, Mauela Reyna-Perez, Kimberly Turvey, Meagan Van Dyke, Hang Nga Tran, Shea Steard, and Jimmy Tran v. USPLabs, LLC et al., California Superior Court, Los Angeles County (Case No. BC575263), filed March 13, 2015
|
•
|
Issam Tnaimou, Benita Rodriguez, Marcia Rouse, Marcel Macy, Joseph Worley, Joanne Zgrezepski, Crystal Franklin, Deanne Fry, and Caron Jones, in her own right, o/b/h Joshua Jones and o/b/o Joshua Jones and ob/o The Estate of James Jones v. USPLabs, LLC et al., California Superior Court, Monterey County (Case No. M131322), filed March 13, 2015
|
•
|
Ronsonnette P.C. Smith-Marras v. USP Labs, LLC et al., United States District Court for the District of Hawaii (Case No. 15-1-0762-04), filed April 23, 2015
|
•
|
Kuulei Hirota v. USP Labs, LLC et al., United States District Court for the District of Hawaii (Case No. 15-1-0847-05), filed May 1, 2015
|
•
|
Roel Vista v. USP Labs, LLC, GNC Corporation et al., United States District Court for the Northern District of California (Case No. CV-14-0037), filed January 24, 2014.
|
•
|
Larry Tufts v. USP Labs, LLC, GNC Corporation et al., Court of Common Pleas for the County of Jasper, South Carolina (Case No. 2016-CP-27-0257).
|
Period
(1)
|
Total Number of
Shares Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or Programs
(2)
|
|
Dollar Value of Shares that
May Yet Be Purchased
under the Plans or
Programs
|
||||||
|
|
|
|
|
|
|
|
||||||
July 1 to July 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
197,795,011
|
|
August 1 to August 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
197,795,011
|
|
September 1 to September 30, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
197,795,011
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
(1)
|
Other than as set forth in the table above, we made no purchases of shares of Class A common stock for the quarter ended
September 30, 2016
.
|
(2)
|
In August 2015, the Board approved a
$500.0 million
multi-year repurchase program in addition to the
$500.0 million
multi-year program approved in August 2014, bringing the aggregate share repurchase program to
$1.0 billion
of Holdings' common stock. Holdings repurchased
$229.2 million
of common stock during the nine months ended
September 30, 2016
and has utilized
$802.2 million
of the current repurchase program. As of
September 30, 2016
,
$197.8 million
remains available for purchase under the program.
|
|
GNC HOLDINGS, INC.
|
|
(Registrant)
|
|
|
|
/s/ Tricia K. Tolivar
|
Date: October 27, 2016
|
Tricia K. Tolivar
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
1 Year GNC Chart |
1 Month GNC Chart |
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