Condensed Notes to the Unaudited Consolidated Financial Statements
NOTE 1. NATURE OF BUSINESS
GNC Holdings, Inc., a Delaware corporation (“Holdings,” and collectively with its subsidiaries and, unless the context requires otherwise, its and their respective predecessors, the “Company”), is a global specialty retailer of health, wellness and performance products, including protein, performance supplements, weight management supplements, vitamins, herbs and greens, wellness supplements, health and beauty, food and drink and other general merchandise.
The Company is vertically integrated as its operations consist of purchasing raw materials, formulating and manufacturing products and selling the finished products through its
three
reportable segments, which effective in the second quarter of 2016 include U.S. and Canada, International, and Manufacturing / Wholesale (refer to Note 11, "Segments" for more information). Corporate retail store operations are located in the United States, Canada, Puerto Rico, China and, beginning with the acquisition of THSD d/b/a The Health Store ("The Health Store") in 2014, Ireland. In addition, the Company offers products on the Internet through its websites, GNC.com and LuckyVitamin.com. The Company also offered product on the Internet through its 2013 acquisition of A1 Sports Limited d/b/a Discount Supplements (“Discount Supplements”) up to and including December 31, 2015 when the assets of Discount Supplements were sold and operations were ceased. Franchise locations exist in the United States and approximately
50
other countries. The Company operates its primary manufacturing facilities in South Carolina and distribution centers in Arizona, Indiana, Pennsylvania and South Carolina. The Company manufactures the majority of its branded products, but also merchandises various third-party products. Additionally, the Company licenses the use of its trademarks and trade names.
The processing, formulation, packaging, labeling and advertising of the Company’s products are subject to regulation by various federal agencies, including the Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the United States Department of Agriculture and the Environmental Protection Agency. These activities are also regulated by various agencies of the states and localities in which the Company’s products are sold.
NOTE 2. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements, which have been prepared in accordance with the applicable rules of the Securities and Exchange Commission, include all adjustments (consisting of a normal and recurring nature) that management considers necessary to fairly state the Company's results of operations, financial position and cash flows. The December 31, 2015 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited financial statements in its Annual Report on Form 10-K for the year ended
December 31, 2015
("2015 10-K"). Interim results are not necessarily indicative of the results that may be expected for the remainder of the year ending
December 31, 2016
.
Revision for Sublease Rent Income
The Company revised its presentation of sublease income received from its franchisees for prior year periods to conform to the current period’s presentation with no impact on previously reported gross profit, operating income, net income, shareholders’ equity or cash flow from operations. The Company is the primary obligor of the leases for the majority of its franchise store locations and makes rental payments directly to the landlord and separately bills the franchisee for reimbursement. Accordingly, beginning in the first quarter of 2016, sublease rental income received from franchisees is appropriately presented as “Revenue” compared with the previous presentation as a reduction to occupancy expense in “Cost of sales, including warehousing, distribution, and occupancy" on the consolidated statements of income. In addition, the deferred rent asset associated with recognizing sublease rental income for lease agreements that contain escalation clauses, which are fixed and determinable, on a straight-line basis is now appropriately presented in “Other long-term assets” compared with the previous presentation as a reduction to the deferred rent liability in “Other long-term liabilities" on the consolidated balance sheets. This revision is not material to prior periods.
The following table includes the revisions to the 2015 consolidated statements of income:
|
|
|
|
|
|
|
|
|
|
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
|
|
The following table includes the revision to the consolidated balance sheet:
|
|
|
|
|
|
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
|
|
(*) Includes the adoption of ASU 2015-03 and 2015-15 relating to the presentation of deferred financing fees as described below, which reclassified $
3.3 million
of debt issuance costs from "Other long-term assets" to "Long-term debt" at December 31, 2015 on the consolidated balance sheet.
Correction of Prior Year Immaterial Error
During the quarter ended March 31, 2015, the Company identified a $
2.8 million
error relating to prior periods in the calculation of the portion of the accrued payroll liability relating to certain amounts paid to store employees. The impact of this error was not material to any prior period. Consequently, the Company corrected the error in the first quarter of 2015 by increasing "Selling, general and administrative" expense on the consolidated statement of income and "Deferred revenue and other current liabilities" on the consolidated balance sheet by $
2.8 million
. The impact to net income was a decrease of $
1.8 million
for the nine months ended September 30, 2015. This correction had no impact on cash flows from operations for the prior year nine-month period.
Recently Adopted Accounting Pronouncements
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2015-03, which requires an entity to present debt issuance costs related to a recognized debt liability as a direct
reduction from the carrying amount of that debt liability, consistent with the treatment of debt discounts. This standard does not affect the recognition and measurement guidance for debt issuance costs. In August 2015, the FASB subsequently issued ASU 2015-15, which clarifies that ASU 2015-03 does not address the presentation of debt issuance costs related to line-of-credit arrangements. This standard is effective for fiscal years beginning after December 15, 2015. Accordingly, the Company adopted these standards during the first quarter of fiscal 2016, with retrospective application. Net debt issuance costs in the amount of
$3.3 million
, which were previously classified as "Other long-term assets" at December 31, 2015, were reclassified as a reduction to "Long-term debt" on the Company's consolidated balance sheet to conform to the current year presentation.
Recently Issued Accounting Pronouncements
In March 2016, the FASB issued ASU 2016-09, which includes multiple provisions intended to simplify various aspects of accounting and reporting for share-based payments. Currently, the difference between the deduction for tax purposes and the compensation cost of a share-based payment award results in either an excess tax benefit or deficiency. These excess tax benefits are recognized in additional paid-in capital and tax deficiencies (to the extent there are previous tax benefits) are recognized as an offset to accumulated excess tax benefits. If no previous tax benefit exists, the deficiencies are recognized in the income statement. The changes require all excess tax benefits and tax deficiencies related to share-based payments be recognized as income tax expense or benefit in the income statement as opposed to equity. The excess tax benefit in the cash flow statement will also change from its current presentation as a financing activity to being classified with other income tax as an operating activity. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company does not expect the impact of this guidance to have a material impact on the consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018 and is required to be applied using a modified retrospective approach for all leases existing at, or entered into after, the beginning of the earliest comparative period presented. The Company has a significant number of leases, and as a result, expects this guidance to have a material impact on its consolidated balance sheet, the impact of which is currently being evaluated.
In November 2015, the FASB issued ASU 2015-17, which requires an entity to classify deferred tax assets and liabilities as noncurrent on the balance sheet. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company does not believe the adoption of this guidance will have a material effect on the consolidated financial statements.
In July 2015, the FASB issued ASU 2015-11, which requires an entity that determines the cost of inventory by methods other than last-in, first-out and the retail inventory method to measure inventory at the lower of cost and net realizable value. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company does not believe the adoption of this guidance will have a material effect on the Company’s consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, which updates revenue recognition guidance relating to contracts with customers. This standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB subsequently issued ASU 2015-14, which approved a one year deferral of ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements.
Other Revisions
In addition to the sublease rent revision and the adoption of ASU 2015-03 as explained above, certain amounts in the consolidated financial statements for prior year periods have been revised to conform to the current period's presentation. The impact to prior periods of these revisions was not significant with no impact on previously reported operating income, net income, cash flows from operations or stockholders' equity.
NOTE 3. INVENTORY
The net realizable value of inventory consisted of the following:
|
|
|
|
|
|
|
|
|
|
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
|
|
NOTE 4. REFRANCHISING
Gains on Refranchising
The Company has begun to execute its previously announced refranchising strategy, which includes increasing the proportion of its domestic stores that are franchise locations. During the nine months ended September 30, 2016, the Company refranchised
96
of its company-owned stores, including
six
refranchised during the three months ended September 30, 2016 and recorded refranchising gains of
$18.3 million
, of which
$0.4 million
related to the current quarter. The Company refranchised
five
and
12
stores, respectively, during the three and nine months ended September 30, 2015 and recorded refranchising gains of
$0.9 million
and
$2.4 million
during the respective periods.
Refranchising gains are calculated by subtracting the carrying value of applicable assets disposed of from the sales proceeds. In addition, the initial franchise fee received is included in the gain along with any other costs incurred by the Company to get the underlying assets ready for sale. The Company recognizes gains on refranchising after the asset purchase agreement is signed, the franchisee has taken possession of the store and management is satisfied that the franchisee can meet its financial obligations.
During the nine months ended September 30, 2016, the Company completed the refranchising of
84
stores to
one
franchisee for $
28.6 million
of net proceeds resulting in a gain of $
16.5 million
. The Company provided a short term promissory note as bridge financing while the franchisee secured third party bank loans. The demand note of $
23.0 million
was paid in July 2016, and together with a $
0.5 million
deposit and $
5.1 million
primarily related to inventory, resulted in a $
28.6 million
investing cash inflow in the nine months ending September 30, 2016.
Held for Sale
The Company classifies assets as held for sale when it commits to a plan to dispose of the assets by refranchising specific stores in their current condition at a price that is reasonable and the Company believes completing the sale within one year is probable without significant changes. Assets held for sale are recorded at the lower of their carrying value or fair value, less costs to sell and depreciation is ceased on assets at the time they are classified as held for sale. During the quarter ended September 30, 2016, the Company reclassified
$1.8 million
of the applicable assets of
10
company-owned stores previously presented as held for sale within “Prepaid and other current assets” to "Inventory," "Goodwill" and "Property, plant and equipment, net" in the accompanying consolidated balance sheet as the Company no longer expects to sell these assets during the next 12 months.
Goodwill
In connection with the Company's change in reportable segments described in Note 11, "Segments," the Company's Domestic Retail and Domestic Franchise reporting units were combined into one Domestic Stores reporting unit, consistent with how the segment manager now reviews this business effective in the second quarter of 2016. The amount of goodwill derecognized in a refranchising is determined by a fraction (the numerator of which is the fair value of the portion of the reporting unit being sold and the denominator of which is the fair value of the Domestic Stores reporting unit) that is applied to the total goodwill balance of the Domestic Stores reporting unit. The fair value of the portion of the reporting unit sold is determined by the sales price, which is generally based on the discounted future cash flows expected to be generated by the franchisee. Appropriate adjustments are made to the fair value determinations if such franchise agreement is determined to not be at prevailing market rates. In connection with the
sale of
96
company-owned stores to franchisees during the nine months ended September 30, 2016, the Company derecognized $
3.6 million
of goodwill that was included in the carrying value of the assets sold.
NOTE 5. GOODWILL AND OTHER LONG-LIVED ASSETS
Interim Impairment Test
Based on the Company's continued decline in operating results coupled with the sustained decrease in share price through September 30, 2016, management concluded a triggering event occurred in the current quarter requiring an interim goodwill impairment test for all of its reporting units as of September 30, 2016. Based on the results of this interim test, management concluded that all of the Company's reporting units had fair values in excess of their respective carrying values. Approximately $
12 million
of goodwill associated with the Lucky Vitamin reporting unit had an estimated fair value that exceeded its carrying value by less than
15%
consistent with the 2015 annual test performed. If actual market conditions are less favorable than those projected, or if events occur or circumstances change that would reduce the fair value of the Lucky Vitamin reporting unit below its carrying value, an impairment charge may be recognized in a future period. Management estimated the fair value of its reporting units using the discounted cash flow method (income approach). Management also performed a quantitative impairment test for its indefinite-lived brand intangible assets and concluded that the fair values were in excess of their respective carrying values. The relief from royalty method (income approach) was used to calculate the fair value of the Retail brand and the excess earnings method (income approach) was used to calculate the fair value of the Franchise brand.
Management also evaluated its definite-long-lived assets consisting of property, equipment and other intangible assets. This impairment test resulted in a
$3.0 million
charge related to certain of the Company's under-performing stores in the three months ended September 30, 2016 presented as "Long-lived asset impairments" in the accompanying statement of income within the U.S. and Canada segment. For individual under-performing stores and those stores with expected future losses, the impairment test was performed at the individual store level as this is the lowest level which identifiable cash flows are largely independent of other groups of assets and liabilities. This test was performed by comparing estimated future undiscounted cash flows expected to result from the long-lived assets to the carrying value of the asset group, consisting of fixed assets and inventory. Under-performing stores were generally defined as those with historical and expected future losses. If the undiscounted estimated cash flows are less than the carrying value of the asset group, an impairment charge is calculated by subtracting the estimated fair value of property and equipment from its carrying value. Fair value is estimated using a discounted cash flow method (income approach) utilizing the undiscounted cash flows computed in the first step of the test.
Discount Supplements
During the third quarter of 2015, due to the declining financial performance and the Company’s decision to review strategic options for the business a triggering event occurred requiring an interim goodwill impairment review of the Discount Supplements reporting unit as of September 30, 2015. The Company determined the fair value of the Discount Supplements reporting unit at September 30, 2015 using a discounted cash flow method (income approach).
As a result of the review, the Company concluded that the carrying value of the Discount Supplements reporting unit exceeded its fair value and proceeded to step two of the impairment analysis. Based on the results of step two, the Company concluded that this reporting unit was fully impaired; as a result, a goodwill impairment charge of
$23.3 million
was recorded in the third quarter of 2015.
As a result of the impairment indicators, the Company also performed an impairment analysis with respect to the definite-long-lived assets of Discount Supplements, consisting of trade name and website intangibles and property and equipment. The fair value of these assets were determined using various income approaches. Based on the results of the analyses, the Company recorded impairment charges of
$4.4 million
on the trade name and website intangible assets and
$0.6 million
on property and equipment. All of the aforementioned charges totaling
$28.3 million
were recorded in "Long-lived asset impairments" in the consolidated statement of income for the nine months ended September 30, 2015.
The Company sold Discount Supplements in the fourth quarter of 2015.
Goodwill
The following table summarizes the Company's goodwill activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Intangible Assets
Intangible assets other than goodwill consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
The following table reflects the gross carrying amount and accumulated amortization for each major intangible asset:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
The following table represents future estimated amortization expense of intangible assets with finite lives at September 30, 2016:
|
|
|
|
|
|
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
|
|
NOTE 6. LONG-TERM DEBT
Long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
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
|
|
The Company maintains a
$1.2 billion
term loan facility (the “Term Loan Facility”) that matures in March 2019. The Company also maintains a
$300.0 million
revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facility”) that matures in September 2018 as described in more detail below.
At
September 30, 2016
and
December 31, 2015
, the interest rate under the Term Loan Facility was
3.25%
. The Revolving Credit Facility had a weighted average interest rate of
2.7%
and
2.6%
at
September 30, 2016
and
December 31, 2015
, respectively. At
September 30, 2016
and
December 31, 2015
, the commitment fee on the undrawn portion of the Revolving Credit Facility was
0.5%
, and the fee on outstanding letters of credit was
2.50%
.
Refinancing of Revolving Credit Facility
The Company amended the Revolving Credit Facility on March 4, 2016, to extend its maturity from March 2017 to September 2018 and increase total availability from $
130.0 million
to $
300.0 million
. In connection with this transaction, the Company incurred $
1.7 million
of costs, which were capitalized as deferred financing fees within "Other long-term assets" and will be amortized to interest expense over the new term of the Revolving Credit Facility. At
September 30, 2016
, the Company had $
157.4 million
available under the Revolving Credit Facility, after giving effect to $
137.0 million
of borrowings outstanding and $
5.6 million
utilized to secure letters of credit.
Convertible Debt
Summary of Terms
. On August 10, 2015, the Company issued $
287.5 million
principal amount of
1.5%
convertible senior notes due 2020 (the “Notes”) in a private offering. The Notes are governed by the terms of an indenture between the Company and BNY Mellon Trust Company, N.A., as the Trustee (the "Indenture"). The Notes will mature on August 15, 2020, unless earlier purchased by the Company or converted. The Notes will bear interest at a rate of
1.5%
per annum, and additionally will be subject to special interest in connection with any failure of the Company to perform certain of its obligations under the Indenture.
The Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. Certain events are considered “events of default” under the Notes, which may result in the acceleration of the maturity of the Notes, as described in the indenture governing the Notes. The Notes are fully and unconditionally guaranteed by certain operating subsidiaries of the Company (“Subsidiary Guarantors”) and are subordinated to the Subsidiary Guarantors obligations from time to time with respect to the Senior Credit Facility and ranks equal in right of payment with respect to the Subsidiary Guarantor’s other obligations.
The initial conversion rate applicable to the Notes is 15.1156 shares of common stock per
$1,000
principal amount of Notes, which is equivalent to an initial conversion price of approximately
$66.16
per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a “make-whole fundamental change" as defined in the Indenture, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change.
Prior to May 15, 2020, the Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2015, if, for at least
20
trading days (whether or not consecutive) during the
30
consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of the Company’s common stock on such trading day is greater than or equal to
130%
of the applicable conversion price on such trading day; (2) during the
5
consecutive business day period after any
10
consecutive trading day period in which, for each day of that period, the trading price per $
1,000
principal amount of Notes for such trading day was less than
98%
of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. On and after May 15, 2020, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Notes will be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. If the Company has not delivered a notice of its election of settlement method prior to the final conversion period it will be deemed to have elected combination settlement with a dollar amount per note to be received upon conversion of $
1,000
.
The Notes consist of the following components:
|
|
|
|
|
|
|
|
|
|
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
|
|
Interest Expense
Interest expense consisted of the following:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
NOTE 7. FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS
Accounting Standards Codification 820,
Fair Value Measurements and Disclosures
defines fair value as a market-based measurement that should be determined based on the assumptions that marketplace participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
|
|
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.
|
The carrying amounts of cash and cash equivalents, receivables, accounts payable, accrued liabilities and the Revolving Credit Facility approximate their respective fair values. Based on the interest rates currently available and their underlying risk, the carrying value of franchise notes receivable recorded in "Other long-term assets" approximates its fair value.
The carrying value and estimated fair value of the Term Loan Facility and Notes (excluding the equity component classified in stockholders' equity) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
The fair value of the Term Loan Facility was determined using the instrument’s trading value in markets that are not active, which are considered Level 2 inputs. The fair value of the Notes was determined based on quoted market prices and bond terms and conditions, which are considered Level 2 inputs.
As described in Note 5, "Goodwill and Other Long-Lived Assets," the Company recorded asset impairments in the three months ended September 30, 2016 and 2015. This resulted in property and equipment at certain of the Company's corporate stores at September 30, 2016 and goodwill and definite-long-lived assets of Discount Supplements (which was sold in the fourth quarter of 2015) at September 30, 2015 being measured at fair value on a non-recurring basis using Level 3 inputs.
NOTE 8. CONTINGENCIES
The Company is engaged in various legal actions, claims and proceedings arising in the normal course of business, including claims related to breach of contracts, product liabilities, intellectual property matters and employment-related matters resulting from the Company's business activities.
The Company records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. If a loss contingency is not both probable and estimable, the Company does not establish an accrued liability. During the three months ended September 30, 2016, the Company recorded
$5.1 million
in legal-related charges associated with a Pennsylvania fluctuating workweek wage issue, the Jason Olive case and a government regulation matter, the amounts of which were individually immaterial. These items are explained in more detail below. If the Company ultimately is required to make additional payments in connection with an adverse outcome in any of the matters discussed below, it is possible that it could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.
The Company's contingencies are subject to substantial uncertainties, including for each such contingency the following, among other factors: (i) the procedural status of the case; (ii) whether the case has or may be certified as a class action suit; (iii) the outcome of preliminary motions; (iv) the impact of discovery; (v) whether there are significant factual issues to be determined or resolved; (vi) whether the proceedings involve a large number of parties and/or parties and claims in multiple jurisdictions or jurisdictions in which the relevant laws are complex or unclear; (vii) the extent of potential damages, which are often unspecified or indeterminate; and (viii) the status of settlement discussions, if any, and the settlement posture of the parties. Consequently, except as otherwise noted below with regard to a particular matter, the Company cannot predict with any reasonable certainty the timing or outcome of the legal matters described below, and the Company is unable to estimate a possible loss or range of loss.
As a manufacturer and retailer of nutritional supplements and other consumer products that are ingested by consumers or applied to their bodies, the Company has been and is currently subjected to various product liability claims. Although the effects of these claims to date have not been material to the Company, it is possible that current and future product liability claims could have a material adverse effect on its business or financial condition, results of operations or cash flows. The Company currently maintains product liability insurance with a deductible/retention of
$4.0 million
per claim with an aggregate cap on retained loss of
$10.0 million
. The Company typically seeks and has obtained contractual indemnification from most parties that supply raw materials for its products or that manufacture or market products it sells. The Company also typically seeks to be added, and has been added, as an additional insured under most of such parties’ insurance policies. The Company is also entitled to indemnification by Numico for certain losses arising from claims related to products containing ephedra or Kava Kava sold prior to December 5, 2003. However, any such indemnification or insurance is limited by its terms and any such indemnification, as a practical matter, is limited to the creditworthiness of the indemnifying party and its insurer, and the absence of significant defenses by the insurers. Consequently, the Company may incur material product liability claims, which could increase its costs and adversely affect its reputation, revenue and operating income.
Litigation
DMAA / Aegeline Claims
.
Prior to December 2013, the Company sold products manufactured by third parties that contained derivatives from geranium known as 1.3-dimethylpentylamine/dimethylamylamine/13-dimethylamylamine, or "DMAA," which were recalled from the Company's stores in November 2013, and/or Aegeline, a compound extracted from bael trees. As of September 30, 2016, the Company was named in
30
personal injury lawsuits involving products containing DMAA and/or Aegeline.
As a general matter, the proceedings associated with these personal injury cases, which generally seek indeterminate money damages, are in the early stages, and any losses that may arise from these matters are not probable or reasonably estimable at this time.
The Company is contractually entitled to indemnification by its third-party vendors with regard to these matters, although the Company’s ability to obtain full recovery in respect of any such claims against it is dependent upon the creditworthiness of the vendors and/or their insurance coverage and the absence of any significant defenses available to its insurer.
California Wage and Break Claims.
In July 2011, Charles Brewer, on behalf of himself and all others similarly situated, sued General Nutrition Corporation in federal court, alleging state and federal wage and hour claims. In October 2011, plaintiff filed an
eight
-count amended complaint alleging, among other matters, meal, rest break and overtime violations on behalf of sales associates and store managers. In January 2013, the Court conditionally certified a Fair Labor Standards Act ("FLSA") class with respect to one of Plaintiff's claims, and in November 2014, the Court granted in part and denied in part the plaintiff's motion to certify a California class and granted the Company's motion for decertification of the FLSA class. In May 2015, plaintiffs filed a motion for partial summary judgment as to the Company's alleged liability for non-compliant wage statements, which was granted in part and denied in part in September 2015. On February 5, 2016, the Company and attorneys representing the putative class agreed to class-wide settlements of the Brewer case and an additional, immaterial case raising similar claims, pursuant to which the Company agreed to pay up to $
9.5 million
in the aggregate, including attorneys’ fees and costs. Following a hearing on August 23, 2016, the Court approved the settlement agreement and dismissed the case with prejudice. As a result of this settlement, the Company recorded a charge of
$6.3 million
in the fourth quarter of 2015, in addition to
$3.2 million
previously accrued in the first quarter of 2015.
On February 29, 2012, former Senior Store Manager, Elizabeth Naranjo, individually and on behalf of all others similarly situated, sued General Nutrition Corporation in the Superior Court of the State of California for the County of Alameda. The complaint contains
eight
causes of action, alleging, among other matters, meal, rest break and overtime violations. As of September 30, 2016, an
immaterial
liability has been accrued in the accompanying financial statements.
Pennsylvania Fluctuating Workweek
. On September 18, 2013, Tawny Chevalier and Andrew Hiller commenced a class action in the Court of Common Pleas of Allegheny County, Pennsylvania. Plaintiff asserted a claim against the Company for a purported violation of the Pennsylvania Minimum Wage Act (PMWA), challenging the Company’s utilization of the “fluctuating workweek” method to calculate overtime compensation, on behalf of all employees who worked for the Company in Pennsylvania and who were paid according to the fluctuating workweek method. In October 2014, the Court entered an order holding that the use of the fluctuating workweek method violated the PMWA. In September 2016, the Court entered judgment in favor of Plaintiffs and the class in an immaterial amount, which has been recorded as a charge in the quarter ended September 30, 2016 in the accompanying consolidated financial statements. Plaintiffs subsequently filed a petition for an award of attorney’s fees, costs and incentive payments; that petition is pending. The Company appealed from the adverse judgment; the appeal is pending.
Jason Olive v. General Nutrition Corp.
In April 2012, Jason Olive filed a complaint in the Superior Court of California, County of Los Angeles, for misappropriation of likeness in which he alleges that the Company continued to use his image in stores after the expiration of the license to do so in violation of common law and California statutes. Mr. Olive is seeking compensatory, punitive and statutory damages and attorneys’ fees and costs. The trial in this matter began on July 20, 2016 and concluded on August 8, 2016. The jury awarded plaintiff immaterial amounts for actual damages and emotional distress damages, which are accrued in the Company's accompanying financial statements. The jury refused to award plaintiff any of the profits he sought to disgorge, or punitive damages. The court has not yet entered judgment in the case. In addition to the verdict, the Company expects Mr. Olive to seek attorneys’ fees and other costs in a total amount as yet unknown to the Company; because this amount cannot be reasonably estimated at this time, no amount has been accrued in the financial statements.
Oregon Attorney General.
On October 22, 2015, the Attorney General for the State of Oregon sued General Nutrition Corporation in Multnomah County Circuit Court for alleged violations of Oregon’s Unlawful Trade Practices Act, in connection with its sale in Oregon of certain third-party products, which was amended on September 19, 2016 to add allegations related to products containing DMAA and oxilofrine. The Company intends to continue to vigorously defend against all of these allegations. As any losses that may arise from this matter are not probable or reasonably estimable at this time,
no
liability has been accrued in the accompanying interim consolidated financial statements. Moreover, the Company does not anticipate that any such losses are likely to have a material impact on the Company, its business or results of operations. The Company is contractually entitled to indemnification and defense by its third-party vendors. Ultimately, however, the Company's ability to obtain full recovery in respect of any such claims against it is dependent upon the creditworthiness of its vendors and/or their insurance coverage and the absence of any significant defenses available to their insurers.
Government Regulation
I
n November 2013, the Company received a subpoena from the U.S. Department of Justice (“DOJ”) for information related to its investigation of a third party product vendor, USP Labs, LLC. GNC fully cooperated with the investigation of the vendor and the related products, all of which were discontinued by GNC in 2013. In October 2016, the Company reached agreement in principle with DOJ in connection with the Company’s cooperation; which agreement would acknowledge GNC relied on the representations and written guarantees of USP Labs and GNC’s representation that it did not knowingly sell products not in compliance with the FDCA. Under the agreement, which would include an immaterial payment to the federal government, GNC will take a number of actions to broaden industry-wide knowledge of prohibited ingredients and improve compliance by vendors of third party products. These actions are in keeping with the leadership role GNC has taken in setting industry quality and compliance standards, and GNC’s commitment over the course of the agreement (
60 months
) to support a combination of GNC and industry initiatives.
Environmental Compliance
In March 2008, the South Carolina Department of Health and Environmental Control (the "DHEC") requested that the Company investigate contamination associated with historical activities at its South Carolina facility. These investigations have identified chlorinated solvent impacts in soils and groundwater that extend offsite from the facility. The Company entered into a Voluntary Cleanup Contract with the DHEC regarding the matter on September 24, 2012. Pursuant to such contract, the Company is completing additional investigations with the DHEC's approval. The Company installed and began operating a pilot vapor extraction system under a portion of the facility in the second half of 2016, which was an immaterial cost to the Company, with DHEC’s approval to assess the effectiveness of such a remedial system. At this stage of the investigation, however, it is not possible to estimate the timing and extent of any additional remedial action that may be required, the ultimate cost of remediation, or the amount of the Company's potential liability, therefore
no
liability is recorded.
In addition to the foregoing, the Company is subject to numerous federal, state, local and foreign environmental and health and safety laws and regulations governing its operations, including the handling, transportation and disposal of the Company's non-hazardous and hazardous substances and wastes, as well as emissions and discharges from its operations into the environment, including discharges to air, surface water and groundwater. Failure to comply with such laws and regulations could result in costs for remedial actions, penalties or the imposition of other liabilities. New laws, changes in existing laws or the interpretation thereof, or the development of new facts or changes in their processes could also cause the Company to incur additional capital and operating expenditures to maintain compliance with environmental laws and regulations and environmental permits. The Company is also subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment without regard to fault or knowledge about the condition or action causing the liability. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties, or for properties to which substances or wastes that were sent in connection with current or former operations at its facilities. The presence of contamination from such substances or wastes could also adversely affect the Company's ability to sell or lease its properties, or to use them as collateral for financing. From time to time, the Company has incurred costs and obligations for correcting environmental and health and safety noncompliance matters and for remediation at or relating to certain of the Company's properties or properties at which the Company's waste has been disposed. However, compliance with the provisions of national, state and local environmental laws and regulations has not had a material effect upon the Company's capital expenditures, earnings, financial position, liquidity or competitive position. The Company believes it has complied with, and is currently complying with, its environmental obligations pursuant to environmental and health and safety laws and regulations and that any liabilities for noncompliance will not have a material adverse effect on its business, financial performance or cash flows. However, it is difficult to predict future liabilities and obligations, which could be material.
NOTE 9. EARNINGS PER SHARE
The following table represents the Company's basic and dilutive weighted-average shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
The following awards were not included in the computation of diluted EPS because the impact of applying the treasury stock method was antidilutive or because certain conditions have not been met with respect to the Company's performance-based and market-based awards.
|
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|
|
|
|
|
|
|
|
|
|
|
|
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 Company has the intent and ability to settle the principal portion of its Notes in cash, and as such, has applied the treasury stock method, which has resulted in all underlying convertible shares being anti-dilutive as the Company's average stock price in the current quarter is less than the conversion price. Refer to Note 6, "Long-term debt" for more information on the Notes.
NOTE 10. STOCK-BASED COMPENSATION PLANS AND SHARE REPURCHASE PROGRAM
Stock and Incentive Plans
The Company has outstanding stock-based compensation awards that were granted by the Compensation and Organizational Development Committee (the “Compensation Committee”) of Holdings’ board of directors (the "Board") under the following two stock-based employee compensation plans:
|
|
•
|
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”).
|
Both plans have provisions allowing for the granting of stock options, restricted stock and other stock-based awards and are available to eligible employees, directors, consultants or advisers as determined by the Compensation Committee. The Company will not grant any additional awards under the 2007 Stock Plan. Up to
11.5 million
shares of common stock may be issued under the 2015 Stock plan (subject to adjustment to reflect certain transactions and events specified in the 2015 Stock Plan for any award grant), of which
7.2 million
shares remain available for issuance as of September 30, 2016.
The following table sets forth a summary of all stock-based compensation awards outstanding under all plans:
|
|
|
|
|
|
|
|
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
|
|
Stock-Based Compensation Activity
During the nine months ended
September 30, 2016
, the Company granted the following stock-based compensation awards:
|
|
|
|
|
(in thousands)
|
Time-based stock options
|
644
|
|
Time-based restricted stock awards
|
278
|
|
Market-based restricted stock awards
|
171
|
|
Total
|
1,093
|
|
Time-based stock options vest
25%
per year over a period of
four
years and the fair value was determined using the Black-Scholes model. Key assumptions used for the options granted during the current year period include a dividend yield between
2.31%
and
3.80%
, an expected term of
6.3
years, volatility between
30.1%
and
30.7%
, and a risk-free rate between
1.27%
and
1.90%
. Time-based restricted stock awards vest
one-third
per year over a period of
three
years.
Market-based awards vest at the end of a
three
-year period based upon total shareholder return compared with that of a selected group of peer companies. Total shareholder return is defined as share price appreciation plus the value of dividends paid during the
three
-year vesting period. Fair value of these awards was determined using a Monte Carlo simulation, which requires various inputs and assumptions, including the Company's common stock price. Compensation cost for these awards is recognized regardless of whether the market condition is achieved. Vested shares may range from
0%
to
200%
of the original target. Key assumptions used in the Monte Carlo simulation for the awards granted during the year include peer group volatility of
34.2%
and a risk-free rate of
0.89%
.
The above awards granted during the nine months ended September 30, 2016 will result in compensation expense of
$13.7 million
, net of expected forfeitures, over the service period from the applicable grant date through the date of vesting.
The Company recognized
$4.2 million
and
$1.7 million
of total non-cash stock-based compensation expense for the three months ended
September 30, 2016
and 2015, respectively and
$7.2 million
and
$4.7 million
for the nine months ended September 30, 2016 and 2015. At
September 30, 2016
, there was approximately
$13.0 million
of total unrecognized compensation cost related to non-vested stock-based compensation, net of expected forfeitures, for all awards previously made that are expected to be recognized over a weighted-average period of approximately
1.6 years
.
On July 28, 2016, the Company announced the departure from the Company and resignation from the Board of Michael G. Archbold, its former Chief Executive Officer, effective July 27, 2016. During the three months ended
September 30, 2016
in connection with Mr. Archbold's departure, the Company recognized
$4.5 million
in severance expense of which
$2.3 million
relates to the acceleration of non-cash stock-based compensation.
Share Repurchase Program
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.
NOTE 11. SEGMENTS
The Company’s refranchising strategy, which is increasing the proportion of domestic stores that are franchise locations in 2016 and beyond, has resulted in a change in the Company’s organizational structure and the financial reporting utilized by the Company’s chief operating decision maker (its chief executive officer) to assess performance and allocate resources; as a result, the Company's reportable segments have changed effective in the second quarter of 2016. The Company believes that the new segments better present management’s new view of the business.
The Company aggregates its operating segments into
three
reportable segments, which effective in the second quarter of 2016, include U.S. and Canada, International and Manufacturing / Wholesale. In connection with the change in the Company's segment reporting, warehousing and distribution costs have been allocated to each reportable segment, as appropriate. The Company's chief operating decision maker evaluates segment operating results based primarily on performance indicators, including revenue and operating income. Operating income of each reportable segment excludes certain items that are managed at the consolidated level, such as corporate costs. The Manufacturing / Wholesale segment manufactures and sells product to the U.S. and Canada and International segments at cost with a markup, which is eliminated at consolidation. The following table shows the new reportable segments compared with the previous reporting structure.
|
|
|
|
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
|
The following table represents key financial information for each of the Company's reportable segments. Refer to Note 2, "Basis of Presentation" for a description of the prior period revision associated with sublease rent income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(*) Prior periods have been revised to present the Company's new reportable segments.
NOTE 12. INCOME TAXES
The Company recognized
$17.2 million
of income tax expense (or
34.7%
of pre-tax income) during the three months ended
September 30, 2016
compared with
$22.6 million
(or
33.1%
of pre-tax income) in the prior year quarter. The Company recognized $
82.9 million
of income tax expense (or
36.0%
of pre-tax income) during the nine months ended
September 30, 2016
compared with $
96.1 million
(or
35.3%
of pre-tax income) for the same period in 2015. The Company's tax rate is based on income, statutory tax rates and tax planning opportunities available in the jurisdictions in which it operates.
As described in Note 5, "Goodwill and Other Long-Lived Assets, Net," the Company recorded a $
28.3 million
long-lived asset impairment in the prior year quarter related to the Discount Supplements business. The Company fully reduced the deferred income tax assets relating to net operating loss carryforwards of Discount Supplements by a valuation allowance the result of which was not material to the prior quarter results. The Company recorded a discrete tax benefit of $
11.6 million
in the prior year quarter due to the effect of an anticipated worthless stock deduction resulting from excess tax basis in the common shares of Discount Supplements.
At
September 30, 2016
and
December 31, 2015
, the Company had
$6.4 million
and
$7.3 million
of unrecognized tax benefits, respectively, excluding interest and penalties, which if recognized, would affect the effective tax rate. The Company's liability for uncertain tax positions decreased by $
3.1 million
during the three month period ended September 30, 2015 due in part to the expiration of certain statutes of limitation with respect to the 2011 fiscal year. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company accrued
$2.3 million
and
$1.8 million
at
September 30, 2016
and
December 31, 2015
, respectively, for potential interest and penalties associated with uncertain tax positions. To the extent interest and penalties are not assessed with respect to the ultimate settlement of uncertain tax positions, amounts previously accrued will be reversed as a reduction to income tax expense.
Holdings files a consolidated federal tax return and various consolidated and separate tax returns as prescribed by the tax laws of the state, local and international jurisdictions in which it and its subsidiaries operate. The statutes of limitation for the Company’s U.S. federal income tax returns are closed for years through 2011. The Company's 2010 and 2011 federal income tax returns have been examined by the Internal Revenue Service. The Internal Revenue Service closed the examination without making any material adjustments to the returns. The Company has various state and local jurisdiction tax years open to possible examination (the earliest open period is generally 2011), and the Company also has certain state and local tax filings currently under audit.
NOTE 13. SUBSEQUENT EVENTS
On October 21, 2016, the Company announced that its Board authorized and declared a cash dividend for the fourth quarter of
2016
of
$0.20
per share of common stock, payable on or about December 30, 2016 to stockholders of record as of the close of business on December 16, 2016.