Form 8-K GNC HOLDINGS, INC. For: Jul 22
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 22, 2019
GNC HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware (State of Incorporation) | 001-35113 (Commission File Number) | 20-8536244 (IRS Employer Identification No.) |
300 Sixth Avenue
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)
(412) 288-4600
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
______________________________________________________________________________
Item 2.02. Results of Operations and Financial Condition.
On July 22, 2019, GNC Holdings, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended June 30, 2019. The text of the Press Release is included as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
99.1 Press Release, dated July 22, 2019
Exhibit Index
Exhibit Number | Description | |
99.1 | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
July 22, 2019
GNC HOLDINGS, INC.
By: /s/ Tricia K. Tolivar
Tricia K. Tolivar
Executive Vice President and
Chief Financial Officer
GNC Holdings, Inc. Reports Second Quarter 2019 Results
• | Net income of $16.1 million for the second quarter of 2019; Adjusted net income of $18.3 million, an 8.3% increase compared with the second quarter of 2018 |
• | Domestic same store sales decreased 4.6% compared with the second quarter of 2018; International segment revenue, excluding China, increased 1.3% |
• | Adjusted EBITDA of $61.6 million, improved 125 bps as a percentage of revenue compared with the second quarter of 2018 |
PITTSBURGH, July 22, 2019 - GNC Holdings, Inc. (NYSE: GNC) (the “Company”) reported consolidated revenue of $534.0 million in the second quarter of 2019, compared with consolidated revenue of $617.9 million in the second quarter of 2018. The decrease in revenue was primarily a result of the transfer of the Nutra manufacturing and China businesses to the newly formed joint ventures, negative same store sales and the closure of company-owned stores under our store portfolio optimization strategy.
Key Updates
• | U.S. & Canada segment achieved second consecutive quarter year-over-year operating income growth. Operating income margin increased 150 bps to 10.3% from 8.8% in the second quarter of 2018 |
• | GNC brand mix increased to 53% compared with 51% in the second quarter of 2018 |
• | Recently launched Lit AF, an enhanced, next generation pre-workout dietary supplement in the $135 million Beyond Raw GNC brand |
• | Reduced debt by an additional $34 million during the second quarter of 2019 to further deleverage the capital structure |
• | Ended second quarter with $171 million in liquidity |
For the second quarter of 2019, the Company reported net income of $16.1 million compared with net income of $13.3 million in the prior year quarter. Diluted earnings per share ("EPS") was $0.11 in the current quarter compared with diluted EPS of $0.16 in the prior year quarter. Excluding the expenses outlined in the table below, adjusted net income was $18.3 million1 in the current quarter, compared with adjusted net income of $16.9 million1 in the prior year quarter. Adjusted diluted EPS was $0.131 in the current quarter compared with $0.201 in the prior year quarter. Diluted EPS and Adjusted diluted EPS in the current quarter reflects the impact of convertible preferred stock on an if-converted basis.
Adjusted EBITDA, as defined and reconciled to net income in the table below, was $61.6 million2, or 11.5% of revenue, in the current quarter compared with $63.5 million2, or 10.3% of revenue, in the prior year quarter.
“During the second quarter of 2019, although we experienced some softness in our sales, we delivered meaningful growth in our operating income margins consistent with our long-term strategy,” said Ken Martindale, GNC’s Chairman and CEO. “The quarter represented solid progress towards our store optimization and cost savings initiatives. Recently, Ryan Ostrom joined us as Chief Brand Officer bringing extensive marketing and digital experience with industry leading brands. We are confident he will expand our omni-channel capabilities, and look forward to his leadership to grow our brand across the globe.”
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1 This Non-GAAP financial measure is reconciled to GAAP below, under the caption "Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted EPS"
2 This Non-GAAP financial measure is reconciled to GAAP below, under the caption "Reconciliation of Net Income to Adjusted EBITDA"
Segment Operating Performance
U.S. & Canada
Revenues in the U.S. and Canada segment decreased $41.2 million, or 8.0%, to $476.1 million for the three months ended June 30, 2019 compared with $517.3 million in the prior year quarter. E-commerce sales comprised 8.1% of U.S. and Canada revenue for the three months ended June 30, 2019 compared with 8.3% in the prior year quarter.
The decrease in revenue compared with the prior year quarter was primarily due to negative same store sales of 4.6%, which resulted in a revenue decrease of $17.5 million, and the closure of company-owned stores under our store portfolio optimization strategy, which contributed a $14.9 million decrease in revenue. In domestic franchise locations, same store sales for the second quarter of 2019 decreased 1.8% over the prior year quarter.
Operating income increased $3.6 million to $49.2 million, or 10.3% of segment revenue, for the three months ended June 30, 2019 compared with $45.6 million, or 8.8% of segment revenue, for the same period in 2018. The increase in operating income was primarily due to lower occupancy, salaries and benefits, marketing, and distribution and transportation costs as compared to the same period in 2018. The increase in operating income percentage was driven by lower occupancy expense partially offset by expense deleverage in salaries and benefits associated with a decrease in company-owned same store sales.
International
Revenues in the International segment decreased $9.2 million, or 18.9%, to $39.4 million for the three months ended June 30, 2019 compared with $48.6 million in the prior year quarter mostly due to the transfer of the China business to the newly formed joint venture, effective February 13, 2019. The decline was partially offset by a $0.7 million increase in sales to our international franchisees.
Operating income decreased $1.4 million to $14.3 million, or 36.2% of segment revenue, for the three months ended June 30, 2019 compared with $15.7 million, or 32.3% of segment revenue, for the same period in 2018. The increase in operating income percentage was primarily a result of the transfer of the China business to the newly formed joint venture.
Manufacturing / Wholesale
Revenues in the Manufacturing / Wholesale segment, excluding intersegment sales, decreased $33.5 million, or 64.4%, to $18.5 million for the three months ended June 30, 2019 compared with $52.0 million in the prior year quarter primarily due to the transfer of the Nutra manufacturing business to the newly formed manufacturing joint venture with International Vitamin Corporation, effective March 1, 2019.
Operating income decreased $3.8 million to $12.1 million, or 65.5% of segment revenue, for the three months ended June 30, 2019 compared with $15.9 million, or 13.6% of segment revenue, in the prior year quarter. Revenue decreased as a result of the transfer of the Nutra manufacturing business to the newly formed joined venture. However, operating income margins were positively impacted as the Manufacturing / Wholesale segment recognized profit margin that resulted from maintaining consistent pricing to what was charged to our other operating segments prior to the inception of the manufacturing joint venture, and recorded profit on intersegment sales associated with inventory produced prior to the transfer of the Nutra manufacturing business to the joint venture.
Year-to-Date Performance
For the first six months of 2019, the Company reported consolidated revenue of $1,098.8 million, a decrease of $126.7 million compared with consolidated revenue of $1,225.5 million for the first six months of 2018. The decrease in revenue during the first six months of 2019 compared to the prior year period was primarily due to the transfer of
the Nutra manufacturing and China e-commerce businesses to the newly formed joint ventures, which resulted in an approximate $61 million decrease in revenue, the closure of company-owned stores under our store portfolio optimization strategy, which resulted in an approximate $29 million decrease in revenue, and negative same store sales of 3.1%.
For the first six months of 2019, the Company reported net income of $0.8 million and diluted loss per share of $0.09, which included the reduction to net income for the cumulative undeclared dividends of $8.7 million, compared with net income of $19.5 million and diluted EPS of $0.23 for the first six months of 2018. Excluding the expenses outlined in the reconciliation table below, adjusted EPS was $0.28 and $0.44 in the first six months of 2019 and 2018, respectively. Adjusted Diluted EPS in the current year reflects the impact of the convertible preferred stock on an if-converted basis.
Cash Flow and Liquidity Metrics
For the six months ended June 30, 2019, the Company generated net cash from operating activities of $65.3 million compared with $49.1 million for the six months ended June 30, 2018. The increase was driven by favorable working capital changes primarily due to an increase in accounts payable as a result of the Company's cash management efforts as well as the establishment of the manufacturing joint venture.
For the six months ended June 30, 2019, the Company generated $58.9 million3 in free cash flow compared with $40.8 million3 for the six months ended June 30, 2018. The Company defines free cash flow as cash provided by operating activities less capital expenditures. At June 30, 2019, the Company’s cash and cash equivalents were $95.9 million and debt was $854.7 million. No borrowings were outstanding on the Company's Revolving Credit Facility at the end of the second quarter of 2019.
Conference Call
GNC has scheduled a live webcast to report its second quarter 2019 financial results on July 22, 2019 at 8:30 a.m. ET. To participate on the live call, listeners in North America may dial 1-888-882-4478 and international listeners may dial 1-323-794-2590. In addition, a live webcast of the call will be available on www.gnc.com via the Investor Relations section under “About GNC.” A replay of this webcast will be available through August 5, 2019.
About Us
GNC Holdings, Inc. (NYSE: GNC) - is a global health and wellness brand that helps people live well. The company is known and trusted for quality performance and nutritional supplements, and its broad assortment features innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC.
GNC’s diversified, omni-channel business model has global reach and a well-recognized, trusted brand that provides customers with excellent service, product knowledge and solutions. The company serves consumers worldwide through company-owned retail locations, domestic and international franchise activities, and e-commerce. GNC also has exceptional innovation and product development capabilities and generates revenue through corporate partnerships. As of June 30, 2019, GNC had approximately 8,000 locations, of which approximately 5,900 retail locations are in the United States (including approximately 2,000 Rite Aid licensed store-within-a-store locations) and the remainder are locations in approximately 50 countries.
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3 This Non-GAAP financial measure is reconciled to GAAP below, under the caption "Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow".
Forward-Looking Statements Involving Known and Unknown Risks and Uncertainties
This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations and business that is not historical information. Forward-looking statements can be identified by the use of terminology such as “subject to,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “projects,” “may,” “will,” “should,” “can,” the negatives thereof, variations thereon and similar expressions, or by discussions regarding dividend, share repurchase plan, strategy and outlook. While GNC believes there is a reasonable basis for its expectations and beliefs, they are inherently uncertain. The Company may not realize its expectations and its beliefs may not prove correct. Many factors could affect future performance and cause actual results to differ materially from those matters expressed in or implied by forward-looking statements, including but not limited to competition; our ability execute on, or realize the expected benefit from the implementation of, our strategic initiatives; resources devoted to product innovation may not yield new products that achieve commercial success; difficulties with our vendors; failure to maintain and/or upgrade our information technology systems, including electronic payments systems; risks and costs associated with security breaches, data loss, credit card fraud and identity theft; risks associated with our international operations; impact of our current debt profile and obligations under our debt instruments; deployment of real estate strategy and significant lease obligation; successful development and maintenance of a relevant omni-channel experience for our customers; disruptions in our manufacturing system; unfavorable publicity or consumer perception of our products; any significant disruption to our distribution network, inventory management system, or to the timely receipt of inventory; issues with franchisees; material product liability claims, or product recalls; any increase in the price and shortage of supply of key raw materials; general economic conditions, including a prolonged weakness in the economy; compliance with new and existing laws and governmental regulations; failure to comply with FTC regulations; failure to protect our brand name and intellectual property; potential impact of issuance of Series A Convertible Preferred Stock including dividend and repurchase obligations; the terms and features of our current Notes may have a negative impact on our liquidity, dilution or reported financial results; issues related to joint ventures; failure to attract or retain key employees; not being insured for a significant portion of our claims exposure; our use of derivative instruments for hedging purposes; impact of potential future impairment charges; our holding company structure; historic volatility of our common stock price; and the impact of natural disasters (whether or not caused by climate change), unusually adverse weather conditions, pandemic outbreaks, terrorist acts and global politics.
The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Actual results could differ materially from those described or implied by such forward-looking statements. For a listing of factors that may materially affect such forward-looking statements, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Non-GAAP Measures
Management has included non-GAAP financial measures in this press release, including adjusted net income, adjusted EPS, adjusted EBITDA, segment operating income, segment operating income as a percentage of segment revenue, adjusted as reflected in this release, free cash flow and comparable same store sales, because it believes they represent an effective supplemental means by which to measure the Company’s operating performance.
Management believes that these measures are useful to investors as they enable the Company and its investors to evaluate and compare the Company’s results from operations in a more meaningful and consistent manner by excluding specific items which are not reflective of ongoing operating results and that can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments.
However, these measures are not measurements of the Company’s performance under GAAP and should not be considered as alternatives to earnings per share, net income or any other performance measures derived in accordance with GAAP, or as an alternative to GAAP cash flow from operating activities, or as a measure of the Company’s profitability or liquidity. For more information, see the attached reconciliations of non-GAAP financial measures.
GNC HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share amounts)
Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
(unaudited) | |||||||||||||||
Revenue | $ | 533,997 | $ | 617,944 | $ | 1,098,760 | $ | 1,225,477 | |||||||
Cost of sales, including warehousing, distribution and occupancy | 340,253 | 410,209 | 701,925 | 810,868 | |||||||||||
Gross profit | 193,744 | 207,735 | 396,835 | 414,609 | |||||||||||
Selling, general, and administrative | 143,840 | 158,531 | 292,143 | 319,261 | |||||||||||
Loss on net asset exchange for the formation of the joint ventures | 1,779 | — | 21,293 | — | |||||||||||
Other (income) loss, net | (593 | ) | 320 | (801 | ) | 75 | |||||||||
Operating income | 48,718 | 48,884 | 84,200 | 95,273 | |||||||||||
Interest expense, net | 24,964 | 32,943 | 57,920 | 54,716 | |||||||||||
Loss on debt refinancing | — | — | — | 16,740 | |||||||||||
Loss on forward contracts for the issuance of convertible preferred stock | — | — | 16,787 | — | |||||||||||
Gain on convertible debt repurchase | (3,214 | ) | — | (3,214 | ) | — | |||||||||
Income before income taxes | 26,968 | 15,941 | 12,707 | 23,817 | |||||||||||
Income tax expense | 13,030 | 2,600 | 14,986 | 4,286 | |||||||||||
Income (loss) before income from equity method investments | 13,938 | 13,341 | (2,279 | ) | 19,531 | ||||||||||
Income from equity method investments | 2,120 | — | 3,075 | — | |||||||||||
Net income | $ | 16,058 | $ | 13,341 | $ | 796 | $ | 19,531 | |||||||
Earnings (loss) per share: | |||||||||||||||
Basic | $ | 0.13 | $ | 0.16 | $ | (0.09 | ) | $ | 0.23 | ||||||
Diluted | $ | 0.11 | $ | 0.16 | $ | (0.09 | ) | $ | 0.23 | ||||||
Weighted average common shares outstanding: | |||||||||||||||
Basic | 83,663 | 83,332 | 83,587 | 83,282 | |||||||||||
Diluted | 140,942 | 83,409 | 83,587 | 83,389 | |||||||||||
GNC HOLDINGS, INC. AND SUBSIDIARIES
Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted EPS
(in thousands, except per share data)
Three months ended June 30, | Six months ended June 30 | ||||||||||||||||||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||||||||||||||||||
Net Income | Diluted EPS | Net Income | Diluted EPS | Net Income | Diluted EPS (1) | Net Income | Diluted EPS | ||||||||||||||||||||||||
(unaudited) | |||||||||||||||||||||||||||||||
Reported | $ | 16,058 | $ | 0.11 | $ | 13,341 | $ | 0.16 | $ | 796 | $ | (0.09 | ) | $ | 19,531 | $ | 0.23 | ||||||||||||||
Loss on net asset exchange for the formation of the joint ventures | 1,779 | 0.01 | — | — | 21,293 | 0.16 | — | — | |||||||||||||||||||||||
Gain on convertible notes repurchase | (3,214 | ) | (0.02 | ) | — | — | (3,214 | ) | (0.02 | ) | — | — | |||||||||||||||||||
Amortization of discount in connection with early debt payment | — | — | — | — | 3,119 | 0.02 | — | — | |||||||||||||||||||||||
Loss on forward contracts related to the issuance of convertible preferred stock | — | — | — | — | 16,787 | 0.13 | — | — | |||||||||||||||||||||||
Loss on debt refinancing | — | — | — | — | — | — | 16,740 | 0.20 | |||||||||||||||||||||||
Other (2) | 464 | — | 2,655 | — | 1,177 | 0.01 | 3,463 | 0.04 | |||||||||||||||||||||||
Tax effect of items above(3) | 3,219 | 0.02 | 943 | 0.01 | (2,617 | ) | (0.02 | ) | (2,711 | ) | (0.03 | ) | |||||||||||||||||||
Adjusted | $ | 18,306 | $ | 0.13 | $ | 16,939 | $ | 0.20 | $ | 37,341 | $ | 0.28 | $ | 37,023 | $ | 0.44 | |||||||||||||||
Weighted average diluted common shares outstanding | 140,942 | 83,409 | 133,787 | 83,389 | |||||||||||||||||||||||||||
Reconciliation of Net Income to Adjusted EBITDA
(in thousands)
Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
(unaudited) | |||||||||||||||
Net income | $ | 16,058 | $ | 13,341 | $ | 796 | $ | 19,531 | |||||||
Income tax expense | 13,030 | 2,600 | 14,986 | 4,286 | |||||||||||
Interest expense, net | 24,964 | 32,943 | 57,920 | 54,716 | |||||||||||
Loss on debt refinancing | — | — | — | 16,740 | |||||||||||
Depreciation and amortization | 8,514 | 12,001 | 18,704 | 24,106 | |||||||||||
Loss on net asset exchange for the formation of the joint ventures | 1,779 | — | 21,293 | — | |||||||||||
Loss on forward contract related to the issuance of convertible preferred stock | — | — | 16,787 | — | |||||||||||
Gain on convertible notes repurchase | (3,214 | ) | — | (3,214 | ) | — | |||||||||
Other (2) | 464 | 2,655 | 1,177 | 3,463 | |||||||||||
Adjusted EBITDA | $ | 61,595 | $ | 63,540 | $ | 128,449 | $ | 122,842 | |||||||
(1) The Company applies the if-converted method to calculate dilution impact of the convertible senior notes and the convertible preferred stock. For diluted EPS, the underlying shares of the convertible preferred stock and the convertible senior notes are anti-dilutive. Therefore, diluted EPS includes the reduction to net income for the cumulative undeclared dividends of $8.7 million. For Adjusted diluted EPS, the underlying shares of the convertible preferred stock are dilutive and the convertible senior notes are anti-dilutive. As a result of the differences in the calculation for diluted EPS and adjusted diluted EPS, amounts do not sum.
(2) The three and six months ended June 30, 2019 includes retention of $0.8 million and $1.6 million, respectively and immaterial refranchising gains. The three and six months ended June 30, 2018 includes retention of $2.2 million and $3.0 million, respectively, $0.6 million in joint venture start-up costs incurred in connection with the Harbin transaction and immaterial refranchising gains. The retention expense recognized in 2019 and 2018 relates to an incentive program to retain senior executives and certain other key personnel who are critical to the execution and success of the Company's strategy. The total amount awarded was approximately $10 million, of which approximately $1 million has been forfeited, which vests in four installments of 25% each on November 2018, February 2019, August 2019 and February 2020.
(3) For the three and six months ended June 30, 2019, the Company generally utilizes a blended federal rate plus a net state rate that excludes the impact of certain state NOL's, state credits and valuation allowance to calculate the impact of adjusted items. In connection with the transfer of the Nutra manufacturing net assets to the newly formed manufacturing joint venture, the Company recorded a gain for tax purposes which was treated as ordinary and impacts the Company’s annual effective tax rate. Therefore, for adjusted diluted EPS, the tax effect for the impact of the loss on net asset exchange for equity method investments related to the manufacturing joint venture transaction was adjusted consistent with the annual treatment for tax purposes. For the three and six months ended June 30, 2018, the Company utilized an annual effective tax rate, adjusted to exclude discrete items and the tax impact of loss on debt financing.
GNC HOLDINGS, INC. AND SUBSIDIARIES
U.S. Company-Owned Same Store Sales (including GNC.com)
2019 | 2018 | ||||||||||
Q1 3/31 | Q2 6/30 | Q1 3/31 | Q2 6/30 | ||||||||
Contribution to same store sales: | |||||||||||
Domestic retail same store sales | (1.9 | )% | (3.9 | )% | (1.2 | )% | (4.2 | )% | |||
GNC.com contribution to same store sales | 0.3 | % | (0.7 | )% | 1.7 | % | 3.8 | % | |||
Total same store sales | (1.6 | )% | (4.6 | )% | 0.5 | % | (0.4 | )% | |||
GNC HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
June 30, | December 31, | ||||||
2019 | 2018 | ||||||
(unaudited) | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 95,893 | $ | 67,224 | |||
Receivables, net | 110,996 | 127,317 | |||||
Inventory | 405,426 | 465,572 | |||||
Forward contracts for the issuance of convertible preferred stock | — | 88,942 | |||||
Prepaid and other current assets | 15,746 | 55,109 | |||||
Total current assets | 628,061 | 804,164 | |||||
Long-term assets: | |||||||
Goodwill | 79,266 | 140,764 | |||||
Brand name | 300,720 | 300,720 | |||||
Other intangible assets, net | 74,128 | 92,727 | |||||
Property, plant and equipment, net | 91,966 | 155,095 | |||||
Right-of-use assets | 379,954 | — | |||||
Equity method investments | 99,709 | — | |||||
Other long-term assets | 34,403 | 34,380 | |||||
Total long-term assets | 1,060,146 | 723,686 | |||||
Total assets | $ | 1,688,207 | $ | 1,527,850 | |||
Current liabilities: | |||||||
Accounts payable | $ | 144,726 | $ | 148,782 | |||
Current portion of long-term debt | — | 158,756 | |||||
Current portion of lease liabilities | 113,919 | — | |||||
Deferred revenue and other current liabilities | 104,502 | 120,169 | |||||
Total current liabilities | 363,147 | 427,707 | |||||
Long-term liabilities: | |||||||
Long-term debt | 854,740 | 993,566 | |||||
Deferred income taxes | 13,929 | 39,834 | |||||
Lease liabilities | 373,219 | — | |||||
Other long-term liabilities | 45,629 | 82,249 | |||||
Total long-term liabilities | 1,287,517 | 1,115,649 | |||||
Total liabilities | 1,650,664 | 1,543,356 | |||||
Mezzanine equity: | |||||||
Convertible preferred stock | 211,395 | 98,804 | |||||
Stockholders’ deficit: | |||||||
Common stock | 130 | 130 | |||||
Additional paid-in capital | 1,010,591 | 1,007,827 | |||||
Retained earnings | 554,497 | 613,637 | |||||
Treasury stock, at cost | (1,725,349 | ) | (1,725,349 | ) | |||
Accumulated other comprehensive loss | (13,721 | ) | (10,555 | ) | |||
Total stockholders’ deficit | (173,852 | ) | (114,310 | ) | |||
Total liabilities, mezzanine equity and stockholders’ deficit | $ | 1,688,207 | $ | 1,527,850 | |||
GNC HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Six months ended June 30, | |||||||
2019 | 2018 | ||||||
(unaudited) | |||||||
Cash flows from operating activities: | |||||||
Net income | $ | 796 | $ | 19,531 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization expense | 18,704 | 24,106 | |||||
Income from equity method investments | (3,075 | ) | — | ||||
Amortization of debt costs | 12,364 | 9,025 | |||||
Stock-based compensation | 2,992 | 3,474 | |||||
Loss on forward contracts related to the issuance of convertible preferred stock | 16,787 | — | |||||
Loss on net asset exchange for the formation of the joint ventures1 | 21,293 | — | |||||
Gain on convertible notes repurchase | (3,214 | ) | |||||
Gains on refranchising | (398 | ) | (208 | ) | |||
Loss on debt refinancing | — | 16,740 | |||||
Third-party fees associated with refinancing | — | (16,322 | ) | ||||
Changes in assets and liabilities1: | |||||||
(Increase) decrease in receivables | (4,400 | ) | 2,112 | ||||
Increase in inventory | (706 | ) | (9,201 | ) | |||
(Increase) decrease in prepaid and other current assets | 874 | (3,175 | ) | ||||
Increase in accounts payable | 24,886 | 6,751 | |||||
Decrease in deferred revenue and accrued liabilities | (6,081 | ) | (1,017 | ) | |||
Decrease in net lease liabilities | (18,556 | ) | — | ||||
Other operating activities | 3,057 | (2,674 | ) | ||||
Net cash provided by operating activities | 65,323 | 49,142 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (6,460 | ) | (8,333 | ) | |||
Refranchising proceeds | 1,710 | 1,175 | |||||
Store acquisition costs | (190 | ) | (118 | ) | |||
Proceeds from net asset exchange | 101,000 | — | |||||
Capital contribution to the newly formed joint ventures | (13,079 | ) | — | ||||
Net cash provided by (used in) investing activities | 82,981 | (7,276 | ) | ||||
Cash flows from financing activities: | |||||||
Borrowings under revolving credit facility | 22,000 | 104,000 | |||||
Payments on revolving credit facility | (22,000 | ) | (104,000 | ) | |||
Proceeds from the issuance of convertible preferred stock | 199,950 | — | |||||
Payments on Tranche B-1 Term Loan | (147,312 | ) | (2,275 | ) | |||
Payments on Tranche B-2 Term Loan | (123,774 | ) | (21,400 | ) | |||
Convertible notes repurchase | (24,708 | ) | — | ||||
Original Issuance Discount and revolving credit facility fees | (10,365 | ) | (35,235 | ) | |||
Fees associated with the issuance of convertible preferred stock | (12,814 | ) | (3,014 | ) | |||
Minimum tax withholding requirements | (228 | ) | (226 | ) | |||
Net cash used in financing activities | (119,251 | ) | (62,150 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | (384 | ) | (364 | ) | |||
Net increase (decrease) in cash and cash equivalents | 28,669 | (20,648 | ) | ||||
Beginning balance, cash and cash equivalents | 67,224 | 64,001 | |||||
Ending balance, cash and cash equivalents | $ | 95,893 | $ | 43,353 | |||
(1) Change in working capital amounts related to the transfer of net assets to the newly formed joint ventures are included in the caption "Loss on net asset exchange for the formation of joint ventures".
GNC HOLDINGS, INC. AND SUBSIDIARIES
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
(in thousands)
Six months ended June 30, | |||||||
2019 | 2018 | ||||||
(unaudited) | |||||||
Net cash provided by operating activities | $ | 65,323 | $ | 49,142 | |||
Capital expenditures | (6,460 | ) | (8,333 | ) | |||
Free cash flow | $ | 58,863 | $ | 40,809 | |||
GNC HOLDINGS, INC. AND SUBSIDIARIES
Segment Financial Data
(in thousands)
Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
(unaudited) | |||||||||||||||
Revenue: | |||||||||||||||
U.S. and Canada | $ | 476,060 | $ | 517,317 | $ | 965,216 | $ | 1,029,731 | |||||||
International | 39,448 | 48,635 | 80,371 | 88,700 | |||||||||||
Manufacturing / Wholesale: | |||||||||||||||
Intersegment revenues | — | 65,238 | 35,505 | 129,901 | |||||||||||
Third-party | 18,489 | 51,992 | 53,173 | 107,046 | |||||||||||
Subtotal Manufacturing / Wholesale | 18,489 | 117,230 | 88,678 | 236,947 | |||||||||||
Total reportable segment revenues | 533,997 | 683,182 | 1,134,265 | 1,355,378 | |||||||||||
Elimination of intersegment revenues | — | (65,238 | ) | (35,505 | ) | (129,901 | ) | ||||||||
Total revenue | $ | 533,997 | $ | 617,944 | $ | 1,098,760 | $ | 1,225,477 | |||||||
Operating income: | |||||||||||||||
U.S. and Canada | $ | 49,202 | $ | 45,603 | $ | 101,302 | $ | 89,093 | |||||||
International | 14,269 | 15,692 | 28,319 | 30,156 | |||||||||||
Manufacturing / Wholesale | 12,118 | 15,889 | 27,462 | 30,853 | |||||||||||
Total reportable segment operating income | 75,589 | 77,184 | 157,083 | 150,102 | |||||||||||
Corporate costs | (25,079 | ) | (28,300 | ) | (51,340 | ) | (54,779 | ) | |||||||
Loss on net asset exchange for the formation of the joint ventures | (1,779 | ) | — | (21,293 | ) | — | |||||||||
Other | (13 | ) | — | (250 | ) | (50 | ) | ||||||||
Unallocated corporate costs, loss on net asset exchange and other | (26,871 | ) | (28,300 | ) | (72,883 | ) | (54,829 | ) | |||||||
Total operating income | $ | 48,718 | $ | 48,884 | $ | 84,200 | $ | 95,273 | |||||||
GNC HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Store Count Activity
Six months ended June 30, | |||||
2019 | 2018 | ||||
U.S. & Canada | |||||
Company-owned(1): | |||||
Beginning of period balance | 3,206 | 3,423 | |||
Openings | 13 | 11 | |||
Acquired franchise locations(2) | 14 | 12 | |||
Franchise conversions(3) | (4 | ) | (3 | ) | |
Closings | (159 | ) | (115 | ) | |
End of period balance | 3,070 | 3,328 | |||
Domestic Franchise: | |||||
Beginning of period balance | 1,037 | 1,099 | |||
Openings | 3 | 9 | |||
Acquired franchise locations(2) | (11 | ) | (12 | ) | |
Franchise conversions(3) | 4 | 3 | |||
Closings | (33 | ) | (27 | ) | |
End of period balance | 1,000 | 1,072 | |||
International(4): | |||||
Beginning of period balance | 1,957 | 2,015 | |||
Openings | 50 | 36 | |||
Closings | (53 | ) | (43 | ) | |
China locations contributed to the China joint venture | (5 | ) | — | ||
End of period balance | 1,949 | 2,008 | |||
Store-within-a-store (Rite Aid): | |||||
Beginning of period balance | 2,183 | 2,418 | |||
Openings | 19 | 21 | |||
Closings | (201 | ) | (78 | ) | |
End of period balance | 2,001 | 2,361 | |||
Total Locations | 8,020 | 8,769 | |||
_______________________________________________________________________________
(1) Includes Canada.
(2) Stores that were acquired from franchisees and subsequently converted into company-owned store locations.
(3) Company-owned store locations sold to franchisees.
(4) Includes franchise locations in approximately 50 countries (including distribution centers where sales are made) and company-owned locations in Ireland. Prior year also includes company-owned locations in China.
Contacts:
Investors: Matt Milanovich, VP- Investor Relations & Treasury, (412) 402-7260; or
John Mills, Partner - ICR, (646) 277-1254
SOURCE: GNC Holdings, Inc.
Web site: http://www.gnc.com
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