0001104659-12-010326.txt : 20120216 0001104659-12-010326.hdr.sgml : 20120216 20120216060400 ACCESSION NUMBER: 0001104659-12-010326 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120216 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120216 DATE AS OF CHANGE: 20120216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GNC HOLDINGS, INC. CENTRAL INDEX KEY: 0001502034 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 208536244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35113 FILM NUMBER: 12617593 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 288-4600 MAIL ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: GNC ACQUISITION HOLDINGS INC. DATE OF NAME CHANGE: 20100924 8-K 1 a12-5124_18k.htm 8-K

 

 

UNITED 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)  February 16, 2012

 

GNC HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-35113

 

20-8536244

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

300 Sixth Avenue, Pittsburgh, Pennsylvania

 

15222

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  (412) 288-4600

 

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 (see General Instruction A.2. below):

 

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))

 

 

 



 

Item 2.02               Results of Operations and Financial Condition.

 

On February 16, 2012, GNC Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2011.  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 (the “Exchange Act”), and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933 (the “Securities Act”), except as expressly set forth by specific reference in such filing.

 

Item 8.01               Other Events.

 

On February 16, 2012, the Company issued a press release announcing that its board of directors has authorized and declared a cash dividend for the first quarter of 2012 of $0.11 per share of its common stock. The text of the press release is included as Exhibit 99.1 to this Form 8-K.  The dividend will be paid on or about March 30, 2012 to stockholders of record as of the close of business on March 15, 2012.

 

On February 16, 2012, the Company issued a press release announcing the approval of a share repurchase program.  The text of the press release is included as Exhibit 99.1 to this Form 8-K.  Under the share repurchase program, the Company may purchase up to 1.0 million shares of its outstanding Class A common stock from time to time, through open market purchases (including purchases pursuant to plans adopted in accordance with Rule 10b5-1 of the Exchange Act) or block trades in accordance with Rule 10b-18 of the Exchange Act, or in privately negotiated transactions.  The Company has no obligation to repurchase shares under the share repurchase program.

 

The information disclosed under this Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing made under the Securities Act, 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 February 16, 2012

 

2



 

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.

 

Dated: February 16, 2012

 

 

 

 

 

 

GNC HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Gerald J. Stubenhofer, Jr.

 

 

Gerald J. Stubenhofer, Jr.

 

 

Senior Vice President, Chief Legal Officer and Secretary

 

3



 

Exhibit Index

 

Exhibit Number

 

Description

99.1

 

Press Release, dated February 16, 2012

 

4


EX-99.1 2 a12-5124_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

GNC Holdings, Inc. Reports Fourth Quarter and Full Year 2011 Results

Exceeds Outlook for 2011

Declares Cash Dividend

 

Fourth Quarter Revenue Increases 16.9% to $509.6 million

Fourth Quarter Domestic Company-Owned Same Store Sales Increases 12.1%

(26th Consecutive Quarterly Same Store Sales Increase)

Fourth Quarter Adjusted EBITDA Increases 43.3%

Fourth Quarter Adjusted Earnings per share of $0.35

PITTSBURGH, February 16, 2012 /PRNewswire/ — GNC Holdings, Inc. (NYSE: “GNC”) (the “Company”), a leading global specialty retailer of nutritional products, today reported its financial results for the quarter and year ended December 31, 2011.  In the first quarter of 2011, the Company entered into a new Senior Credit Facility and utilized a portion of the proceeds to refinance former indebtedness (the “Refinancing”).  On April 6, 2011, the Company completed an Initial Public Offering (the “IPO”) of 25.875 million shares of Class A common stock at a public offering price of $16.00 per share.  During the fourth quarter, certain of the Company’s stockholders completed a Secondary Offering of 23 million shares of Class A common stock (the “Secondary Offering”).

 

In addition to presenting the Company’s financial results in conformity with U.S. generally accepted accounting principles (GAAP), the Company is also presenting results on an “adjusted” basis to exclude the impact of certain expenses related to the Refinancing, the IPO, the Secondary Offering, and executive severance.

 

Fourth Quarter Performance

 

For the fourth quarter of 2011, the Company reported consolidated revenue of $509.6 million, an increase of 16.9% over consolidated revenue of $435.8 million for the fourth quarter of 2010.  Revenue increased in each of the Company’s segments: retail by 16.9%, franchise by 17.6%, and manufacturing/wholesale by 16.4%.  Same store sales increased 12.1% in domestic company-owned stores (including GNC.com sales), representing the Company’s 26th consecutive quarter of positive same store sales growth.  In domestic franchise locations, same store sales increased 11.4%.

 

Adjusted EBITDA, which the Company defines as net income before interest, income taxes, depreciation, amortization, sponsor obligation payments, executive severance, and transaction related costs, for the fourth quarter of 2011 was $82.5 million, a $24.9 million, or 43.3%, increase over adjusted EBITDA of $57.6 million for the fourth quarter of 2010.  Adjusted EBITDA was 16.2% of revenue for the fourth quarter of 2011, compared to 13.2% for the fourth quarter of 2010.

 

For the fourth quarter of 2011, the Company reported net income of $37.7 million, compared to $18.8 million for the fourth quarter of 2010.  Net income for the fourth quarter of 2011 included $0.5 million of pre-tax expenses associated with the Secondary Offering.  Excluding these expenses, adjusted net income for the fourth quarter of 2011 was $38.3 million, a $20.3 million or 113.3% increase from adjusted net income of $17.9 million for the fourth quarter of 2010.  Diluted earnings per share, also adjusted for the Secondary Offering expenses, were $0.35 for the fourth quarter of 2011.

 

Joe Fortunato, President & CEO, said, “We’re very pleased with our performance in 2011.  This is a testament to the strength of our global brand, which represents quality, integrity and innovation.  These traits resonate with consumers in many ways.  Our domestic retail business delivered our 26th consecutive quarter of positive same store sales fueled by accelerating trends and market share gains in our core categories, the continued success of new product innovation, and the ongoing substantial growth in GNC.com.  In addition, we are succeeding with other brand extension channels including PetSmart, Sam’s Club and contract manufacturing.  We see significant additional domestic and international expansion opportunities and are positioned for long term growth, supported by our global brand presence.”

 



 

Quarterly Dividend, Share Repurchase Program

 

The Company’s Board of Directors has authorized and declared a cash dividend of $0.11 per share of its common stock for the first quarter of 2012, payable on or about March 30, 2012 to stockholders of record at the close of business on March 15, 2012.  The Company currently intends to pay regular quarterly dividends; however, the declaration of such future dividends is subject to the final determination of the Company’s Board of Directors.

 

In December 2011, the Company announced a share repurchase program, with the intent of mitigating dilution associated primarily with the exercise of employee stock options.  Under the program, which was largely completed in December 2011 and concluded in January 2012, the Company repurchased 2.4 million shares for an aggregate purchase price of $67.5 million.  At the conclusion of the program diluted shares outstanding were approximately 107.3 million.  In an effort to continue to offset the dilutive effect of stock option exercises, in February 2012 the Company’s Board of Directors extended the repurchase program for up to an additional 1 million shares over the forthcoming year.

 

Fourth Quarter Segment Operating Performance

 

For the fourth quarter of 2011, retail segment revenue grew 16.9% to $365.3 million, compared to $312.5 million for the fourth quarter of 2010, driven primarily by a 12.1% domestic same store sales increase, including 35.1% growth in GNC.com revenue, the addition of LuckyVitamin.com (acquired August 31, 2011) and 129 net new stores from the end of the fourth quarter of 2010.   Operating income increased by 56.9%, from $34.6 million to $54.3 million, and was 14.9% of segment revenue for the fourth quarter 2011 compared to 11.1% for the fourth quarter of 2010.  The increase in operating income percentage was driven by gross margin improvement and expense leverage on the same store sales increase in occupancy and payroll.

 

For the fourth quarter of 2011, franchise segment revenue grew 17.6% to $83.7 million, compared to $71.2 million for the fourth quarter of 2010, driven primarily by increased wholesale sales and royalty income in both domestic and international franchise operations.  Operating income increased 20.1%, from $23.3 million to $28.0 million, and was 33.4% of segment revenue for the fourth quarter of 2011 compared to 32.7% for the fourth quarter of 2010.  The increase in operating income percentage in the quarter was driven by a higher gross product margin percentage on wholesale sales.

 

For the fourth quarter of 2011, manufacturing/wholesale segment revenue, excluding intersegment revenue, grew 16.4% to $60.7 million, compared to $52.1 million for the fourth quarter of 2010, driven primarily by an 11.1% increase in 3rd party manufacturing contract sales, and wholesale sales to PetSmart and Sam’s Club.  Operating income increased 16.0% from $18.3 million to $21.2 million and was 35.0% of segment revenue for the fourth quarter of 2011 compared to 35.1% for the fourth quarter of 2010.

 

Total operating income for the fourth quarter of 2011 was $69.5 million, a $29.5 million, or 73.5%, increase over operating income of $40.1 million for the fourth quarter of 2010.  Operating income for the fourth quarter of 2011 included $0.5 million of expenses associated with the Secondary Offering.

 

In the fourth quarter of 2011, the Company opened 52 net new domestic company-owned stores, 42 net new international franchise locations, 22 net new franchise store-within-a-store Rite Aid locations, 5 net new domestic franchise locations, and closed net 2 company owned and 1 franchise store in Canada.

 

Full Year Performance

 

For the full year 2011, the Company reported consolidated revenue of $2,072.2 million, an increase of 13.7% over consolidated revenue of $1,822.2 million for the full year of 2010.  Revenue increased in each of the Company’s segments: retail by 13.0%, franchise by 14.0%, and manufacturing/wholesale by 18.8%.  Same store sales increased 10.1% in domestic company-owned stores (including GNC.com sales).  In domestic franchise locations, same store sales increased 7%.

 

2



 

Adjusted EBITDA for the full year of 2011 was $346.7 million, an $81.8 million, or 30.9%, increase over Adjusted EBITDA of $264.9 million for the full year of 2010.  Adjusted EBITDA was 16.7% as a percentage of revenue for the full year of 2011, compared to 14.5% for the full year of 2010.

 

For the full year of 2011, the Company reported net income of $132.3 million, compared to $96.6 million for the full year of 2010.  Net income included expenses related to the Refinancing, the IPO, the Secondary Offering, and executive severance.  Adjusting for these expenses, sponsor obligations, and the tax impact of certain of these transactions, adjusted net income was $163.5 million, 7.9% of revenue and a 69.6% increase over full year 2010.  Diluted earnings per share, also adjusted for these items (“Adjusted EPS”), were $1.52 for the full year of 2011.

 

For the full year of 2011, the Company opened 131 net new domestic company-owned stores, 154 net new international franchise locations, 122 net new franchise store-within-a-store Rite Aid locations, 21 net new domestic franchise locations, and closed net 2 company owned and 1 franchise store in Canada.

 

For the full year of 2011, the Company generated net cash from operations of $174.7 million, incurred capital expenditures of $43.8 million, repurchased $61.6 million in common stock under the share repurchase program, used $19.8 million for the acquisition of LuckyVitamin.com, borrowed $1.2 billion under the Term Loan Facility, and used approximately $1.1 billion of these funds to redeem in full the outstanding Senior Toggle Notes, Senior Subordinated Notes, repay the 2007 Senior Credit Facility, and pay related expenses.  Additionally, the Company received net proceeds of $237.3 million from the IPO, and used the proceeds and cash on hand to, among other things, redeem all of its outstanding Class A Preferred Stock, and repay $300 million of outstanding borrowings under the Term Loan Facility.  At December 31, 2011, the Company’s cash balance was $128.4 million.

 

Current 2012 Outlook

 

The Company’s outlook for 2012 is based on current expectations and includes “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

 

Below is the Company’s initial outlook for 2012 based on current expectations:

 

·              Consolidated revenue of approximately $2.28 billion for the full year 2012, a 10% increase over 2011 consolidated revenue of $2.07 billion.  This is based on achieving a mid-single digit domestic retail same store sales increase for the full year 2012, excluding the impact of GNC.com which in 2011 contributed approximately 140 basis points to the total reported same store sales increase of 10.1%.

 

·              Consolidated earnings per diluted share (“EPS”) of approximately $1.82 for the full year 2012, a 20% increase over 2011 Adjusted EPS of $1.52.  Quarterly EPS comparisons are affected by the following factors:

·            In Q1 2011, approximately 3¢ higher interest expense as a result of the pre-Refinancing debt structure.

·            In Q3 2011, approximately 2¢ non-recurring income tax benefit.

·            After these adjustments, the Company still expects Q1 2012 to be the highest EPS growth rate quarter, as a result of comparisons against the lowest 2011 same store sales growth quarter in both retail and domestic franchise segments.  The Company’s current estimate for Q1 2012 EPS is approximately $0.49.

 

·              Depreciation and amortization of approximately $50 million, interest expense of approximately $42 million, a tax rate of approximately 37%, and a diluted share count of approximately 107.5 million.

 

·              Capital expenditures of approximately $50 million.  New store expectations: approximately 125 net new domestic retail locations, 15 net new domestic franchise locations, 150 net new international franchise locations, and 50 net new GNC-Rite Aid store-within-a-store locations.

 

3



 

About Us

 

GNC Holdings, Inc., headquartered in Pittsburgh, Pa., is a leading global specialty retailer of health and wellness products, including vitamins, minerals, and herbal supplement products, sports nutrition products and diet products, and trades on the New York Stock Exchange under the symbol “GNC.”

 

As of December 31, 2011, GNC has more than 7,600 locations, of which more than 5,900 retail locations are in the United States (including 924 franchise and 2,125 Rite Aid franchise store-within-a-store locations) and franchise operations in 53 countries (including distribution centers where retail sales are made).  The Company — which is dedicated to helping consumers Live Well — has a diversified, multi-channel business model and derives revenue from product sales through company-owned retail stores, domestic and international franchise activities, third party contract manufacturing, e-commerce and corporate partnerships.  Our broad and deep product mix, which is focused on high-margin, premium, value-added nutritional products, is sold under GNC proprietary brands, including Mega Men®, Ultra Mega®, GNC Total Lean, Pro Performance® and Pro Performance® AMP, and under nationally recognized third party brands.

 

Conference Call

 

GNC has scheduled a conference call and webcast to report its fourth quarter 2011 financial results on Thursday, February 16, 2012 at 9:00 am EST.  To listen to this call, dial 1-800-591-6945 inside the U.S. and

 

1-617-614-4911 outside the U.S.  The conference identification number for all participants is 33169715.   A webcast of the call will also be available on www.gnc.com - via the Investor Relations section under “About GNC” - through March 17, 2012.

 

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 our 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 of strategy and outlook. While GNC believes there is a reasonable basis for its expectations and beliefs, they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct.  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 prospectus that is contained in our registration statement on Form S-1 (File No. 333-176721) filed with the Securities and Exchange Commission.

 

Management has included non-GAAP financial measures in this press release because it believes they represent a more effective means by which to measure the Company’s operating performance. We use adjusted EBITDA to evaluate our performance relative to our competitors and also as a measurement for the calculation of management incentive compensation. Although we primarily view adjusted EBITDA as an operating performance measure, we also consider it to be a useful analytical tool for measuring our liquidity, our leverage capacity, and our ability to service our debt and generate cash for other purposes. Management also believes that adjusted EBITDA, adjusted net income and adjusted diluted earnings per share are useful to investors as they enable the Company and its investors to evaluate and compare the Company’s results from operations and cash resources generated from the Company’s business in a more meaningful and consistent manner by excluding specific items which are not reflective of ongoing operating results. Adjusted EBITDA, adjusted net income and adjusted diluted earnings per share are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, operating income, or any other performance measures derived in accordance with GAAP, or as an alternative to GAAP cash flow from operating activities, as a measure of our profitability or liquidity.

 

4



 

GNC HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(in thousands)

 

 

 

Three months ended

 

Year ended

 

 

 

December 31,

 

December 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

509,608

 

$

435,759

 

$

2,072,179

 

$

1,822,168

 

Cost of sales, including cost of warehousing, distribution and occupancy

 

325,438

 

286,047

 

1,318,346

 

1,179,886

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

184,170

 

149,712

 

753,833

 

642,282

 

 

 

 

 

 

 

 

 

 

 

Compensation and related benefits (a)

 

72,257

 

69,129

 

291,268

 

273,797

 

Advertising and promotion

 

12,893

 

11,277

 

52,924

 

51,707

 

Other selling, general and administrative

 

28,947

 

25,411

 

113,477

 

100,687

 

Foreign currency loss (gain)

 

15

 

(147

)

121

 

(296

)

Transaction and strategic alternative related costs (b)

 

537

 

3,981

 

13,536

 

3,981

 

Operating income

 

69,521

 

40,061

 

282,507

 

212,406

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

10,386

 

16,194

 

74,903

 

65,376

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

59,135

 

23,867

 

207,604

 

147,030

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

21,392

 

5,041

 

75,271

 

50,463

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

37,743

 

$

18,826

 

$

132,333

 

$

96,567

 

 

 

 

 

 

 

 

 

 

 

Income per share - Basic and Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

37,743

 

$

18,826

 

$

132,333

 

$

96,567

 

Preferred stock dividends

 

 

(5,344

)

(4,726

)

(20,606

)

Net income available to common stockholders

 

$

37,743

 

$

13,482

 

$

127,607

 

$

75,961

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic.

 

$

0.36

 

$

0.15

 

$

1.27

 

$

0.87

 

Diluted

 

$

0.35

 

$

0.15

 

$

1.24

 

$

0.85

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

106,309

 

87,367

 

100,261

 

87,339

 

Diluted

 

109,116

 

88,719

 

103,010

 

88,917

 

 


(a) Includes $3.5 million of executive severance for the year ended December 31, 2011.

(b) Expenses related to the IPO, the Secondary Offering, and other strategic alternative related costs.

 

5



 

The following table provides a reconciliation of net income to adjusted EBITDA determined in accordance with GAAP for each respective period:

 

 

 

Three months ended

 

Year ended

 

 

 

December 31,

 

December 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(in thousands)

 

 

 

(unaudited)

 

 

 

 

 

Net income

 

$

37,743

 

$

18,826

 

$

132,333

 

$

96,567

 

Interest expense, net

 

10,386

 

16,194

 

74,903

 

65,376

 

Income tax expense

 

21,392

 

5,041

 

75,271

 

50,463

 

Depreciation and amortization

 

12,446

 

13,139

 

46,790

 

46,993

 

Transaction and strategic alternative related costs (b)

 

537

 

3,981

 

13,536

 

3,981

 

Executive severance

 

 

 

3,470

 

 

Sponsor obligations

 

 

375

 

375

 

1,500

 

Adjusted EBITDA

 

$

82,504

 

$

57,556

 

$

346,678

 

$

264,880

 

 


(b) Expenses related to the IPO, the Secondary Offering, and other strategic alternative related costs.

 

6



 

The following table provides a reconciliation of net income and EPS to adjusted net income and adjusted EPS for each respective period:

 

 

 

Three months ended

 

Year ended

 

 

 

December 31,

 

December 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(in thousands)

 

 

 

(unaudited)

 

 

 

 

 

Net Income

 

$

37,743

 

$

18,826

 

$

132,333

 

$

96,567

 

Transaction and strategic alternative related costs (b)

 

537

 

3,981

 

13,536

 

3,981

 

Executive severance

 

 

 

3,470

 

 

Interest expense

 

 

 

28,099

 

 

Sponsor obligations

 

 

375

 

375

 

1,500

 

Tax effect

 

 

(5,232

)

(14,275

)

(5,648

)

Adjusted net income

 

$

38,280

 

$

17,950

 

$

163,538

 

$

96,400

 

 

 

 

 

 

 

 

 

 

 

Adjusted Income per share - Basic and Diluted:

 

 

 

 

 

 

 

 

 

Adjusted Net income

 

$

38,280

 

$

17,950

 

$

163,538

 

$

96,400

 

Preferred stock dividends (c)

 

 

(5,344

)

 

(20,606

)

Net income available to common stockholders

 

$

38,280

 

$

12,606

 

$

163,538

 

$

75,794

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.36

 

$

0.14

 

$

1.56

 

$

0.87

 

Diluted

 

$

0.35

 

$

0.14

 

$

1.52

 

$

0.85

 

 

 

 

 

 

 

 

 

 

 

Adjusted weighted average common shares outstanding (d):

 

 

 

 

 

 

 

 

 

Basic

 

106,309

 

87,367

 

104,562

 

87,339

 

Diluted

 

109,116

 

88,719

 

107,256

 

88,917

 

 


(b) Expenses related to the IPO, the Secondary Offering, and other strategic alternative related costs.

 

(c)  Preferred stock dividends were not subtracted for the year ended December 31, 2011, as the share count was adjusted to reflect the IPO as if it had occurred on January 1, 2011.

 

(d)  Weighted average shares outstanding were adjusted to reflect shares issued at IPO as if it had occurred on January 1, 2011.

 

7



 

GNC HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

December 31,

 

December 31,

 

 

 

2011

 

2010

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

128,438

 

$

193,902

 

Receivables, net

 

114,190

 

102,874

 

Inventories

 

423,610

 

381,949

 

Prepaids and other current assets

 

38,777

 

40,569

 

Total current assets

 

705,015

 

719,294

 

 

 

 

 

 

 

Long-term assets:

 

 

 

 

 

Goodwill, brands and other intangibles, net

 

1,507,466

 

1,492,465

 

Property, plant and equipment, net

 

198,171

 

193,428

 

Other long-term assets

 

18,935

 

19,896

 

Total long-term assets

 

1,724,572

 

1,705,789

 

 

 

 

 

 

 

Total assets

 

$

2,429,587

 

$

2,425,083

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

124,416

 

$

98,662

 

Current portion, long-term debt

 

1,592

 

28,070

 

Other current liabilities

 

104,525

 

108,093

 

Total current liabilities

 

230,533

 

234,825

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term debt

 

899,950

 

1,030,429

 

Other long-term liabilities

 

320,642

 

321,965

 

Total long-term liabilities

 

1,220,592

 

1,352,394

 

 

 

 

 

 

 

Total liabilities

 

1,451,125

 

1,587,219

 

 

 

 

 

 

 

Preferred stock

 

 

218,381

 

 

 

 

 

 

 

Total stockholders’ equity

 

978,462

 

619,483

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

2,429,587

 

$

2,425,083

 

 

8



 

GNC HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Year Ended

 

 

 

December 31,

 

 

 

2011

 

2010

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

132,333

 

$

96,567

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Early extinguishment of debt

 

19,855

 

 

Depreciation and amortization expense

 

46,790

 

46,993

 

Amortization of debt costs

 

2,756

 

4,694

 

Non-cash stock based compensation

 

3,932

 

3,169

 

Other

 

14,070

 

8,118

 

Changes in:

 

 

 

 

 

Receivables

 

(13,155

)

(9,620

)

Inventory

 

(56,919

)

(26,324

)

Accounts payable

 

23,243

 

2,705

 

Other working capital

 

1,769

 

15,198

 

Net cash provided by operating activities

 

174,674

 

141,500

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Capital expenditures

 

(43,817

)

(32,522

)

Acquisition of Lucky Vitamin

 

(19,840

)

 

Other

 

(1,887

)

(3,551

)

Net cash used in investing activities

 

(65,544

)

(36,073

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Repayment of long-term debt

 

(1,355,973

)

(1,721

)

Purchase of treasury stock

 

(61,634

)

 

Repurchase of Class A Preferred Stock

 

(223,107

)

 

Proceeds from sale of Class A Common Stock

 

237,253

 

233

 

Proceeds from issuance of long-term debt

 

1,196,200

 

 

Other

 

33,613

 

 

Net cash used in financing activities

 

(173,648

)

(1,488

)

 

 

 

 

 

 

Effect of exchange rate on cash

 

(946

)

15

 

Net (decrease) increase in cash

 

(65,464

)

103,954

 

Beginning balance, cash

 

193,902

 

89,948

 

Ending balance, cash

 

$

128,438

 

$

193,902

 

 

9



 

Segment Financial Data and Store Counts (unaudited)

 

Retail Segment — Company-owned stores in the U.S. and Canada as well as e-commerce

 

 

 

Three months ended

 

Year ended

 

 

 

December 31,

 

December 31,

 

$ in thousands

 

2011

 

2010

 

2011

 

2010

 

 

 

(unaudited)

 

 

 

 

 

Revenue

 

$

365,256

 

$

312,460

 

$

1,518,494

 

$

1,344,358

 

Comp store sales - domestic, including e-commerce

 

12.1

%

5.8

%

10.1

%

5.6

%

Operating Income

 

$

54,333

 

$

34,625

 

$

243,506

 

$

181,873

 

% Revenue

 

14.9

%

11.1

%

16.0

%

13.5

%

 

Franchise Segment — Franchise-operated domestic and international locations

 

 

 

Three months ended

 

Year ended

 

 

 

December 31,

 

December 31,

 

$ in thousands

 

2011

 

2010

 

2011

 

2010

 

 

 

(unaudited)

 

 

 

 

 

Domestic

 

$

48,401

 

$

41,765

 

$

207,341

 

$

185,881

 

International

 

35,295

 

29,418

 

127,451

 

107,668

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

83,696

 

$

71,183

 

$

334,792

 

$

293,549

 

Operating income

 

$

27,970

 

$

23,291

 

$

111,261

 

$

93,821

 

% Revenue

 

33.4

%

32.7

%

33.2

%

32.0

%

 

Manufacturing/Wholesale Segment - Third-party contract manufacturing; wholesale and consignment sales with Rite Aid, PetSmart, Sam’s Club and www.drugstore.com

 

 

 

Three months ended

 

Year ended

 

 

 

December 31,

 

December 31,

 

$ in thousands

 

2011

 

2010

 

2011

 

2010

 

 

 

(unaudited)

 

 

 

 

 

Revenue

 

$

60,656

 

$

52,116

 

$

218,893

 

$

184,261

 

Operating income

 

$

21,202

 

$

18,281

 

$

82,185

 

$

69,421

 

% Revenue

 

35.0

%

35.1

%

37.5

%

37.7

%

 

Consolidated unallocated costs (e)

 

 

 

Three months ended

 

Year ended

 

 

 

December 31,

 

December 31,

 

$ in thousands

 

2011

 

2010

 

2011

 

2010

 

 

 

(unaudited)

 

 

 

 

 

Warehousing and distribution costs

 

$

(14,962

)

$

(13,533

)

$

(60,539

)

$

(54,983

)

Corporate costs (f)

 

$

(18,485

)

$

(18,622

)

$

(80,370

)

$

(73,745

)

Transaction related costs

 

$

(537

)

$

(3,981

)

$

(13,536

)

$

(3,981

)

 


(e)          Part of consolidated operating income.

(f)            Includes $3.5 million of executive severance for the year ended December 31, 2011.

 

10



 

 

 

Year ended December 31, 2011

 

 

 

Company-

 

Franchised stores

 

 

 

 

 

owned (2)

 

Domestic

 

International

 

Rite Aid

 

Total

 

Beginning of period balance

 

2,917

 

903

 

1,437

 

2,003

 

7,260

 

Store openings (1)

 

175

 

63

 

195

 

127

 

560

 

Store closings

 

(46

)

(42

)

(42

)

(5

)

(135

)

End of period balance

 

3,046

 

924

 

1,590

 

2,125

 

7,685

 

 

 

 

Year ended December 31, 2010

 

 

 

Company-

 

Franchised stores

 

 

 

 

 

owned (2)

 

Domestic

 

International

 

Rite Aid

 

Total

 

Beginning of period balance

 

2,832

 

909

 

1,307

 

1,869

 

6,917

 

Store openings (1)

 

125

 

42

 

232

 

150

 

549

 

Store closings

 

(40

)

(48

)

(102

)

(16

)

(206

)

End of period balance

 

2,917

 

903

 

1,437

 

2,003

 

7,260

 

 


(1) openings include new stores and corporate/franchise conversion activity

(2) including Canada

 

Contacts:

 

Investors:                                          Michael M. Nuzzo, Executive Vice President and CFO

(412) 288-2029, or

 

Dennis Magulick, Senior Director Treasury & Investor Relations

(412) 288-4632

 

SOURCE:

GNC Holdings, Inc.

Web site:

http://www.gnc.com/

 

11


GRAPHIC 3 g51241mm01i001.jpg GRAPHIC begin 644 g51241mm01i001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#:\>>/KBVN MY='T>0PO$VV>X7KG^ZOI[FN`LK34/$&J1VD)>YN9CP9')]R23VJM=3/+AL;F&)O[-K3T(?^%1:O_P!!&R_\?_PK2\.?#;4M&U^TU&:]M9(X'+,J M;LG@CC(]ZSV^+.M(,OI5JN?4./ZUI>&_B1J.M^(+33IK&UCCG8AF3=D8!/&3 M[4ER&]9YI[*7/:UG?;8T?BH[Q^%HF1V4_:EY4X_A:O(A:]; M^*__`"*D7_7VG_H+5Y3I7_(7LO\`KXC_`/0A1/XCJR>RP=[=6=]X`\=E#'HN ML3?*3MM[AST_V&/\C^%>G5YE\0O`VTRZWI,7'+7,"CIZNH_F/QJ;X?\`CKSQ M'HNK2_O!\MM.Q^]Z*Q]?0U<79V9Y6+PU/$T_K6&_[>7;^O\`@E#XLS2QZ[9" M.5T!MNBL1_$:I_#">:3Q>%>5V'V=^&8GTJS\7/\`D/67_7K_`.S&J7PM_P"1 MP'_7O)_2H^V>G!+^RO\`MUG=^//%C^&].CCM-OVVZR(R1D1J.K8_E7D$VI:G MJ-T&EO+F>:1L#,A))/85TWQ4E=_%HC8_+';H%'UR:YK0N-?T_P#Z^H__`$(4 MI.[-)A;32,\$F/E93SCZC.*;X.UJW MT#Q);W]TK&%0R/M&2`1C.*]SO;"TU&V:VO;>.XA;JDBY%<[)\-O"\CEA8R)G MLL[8_G2<'?0[Z><4IT/98B+VMH+_`,+(\+?\_P"__?A_\*7_`(6/X6_Y_P!O M^_#_`.%1_P#"L_"__/K-_P!_VI&^&OA9%+-;2JJC))N&P!3]\X+99_?_``., M^(GBS3O$`M+732TDL:5IFNP#3]1 M`D5")O+$A5AU`/'..M8%EX0\$/>1_8VBDG1@R*EV6.1STS3E%MF6`S"G0PSI MR3OKLNYV)YR#7D_C_P`#G3G?6=*C/V4G=-$G_+$_WA_L_P`J]78A068@`N><#I6:B[GNU\SP\L-*G3BU=-;:?F M3,0/ND$E2?KDC\*\^L;G['?V]UMW>3*LFWUP(Q'*^4#C]:=_PM/PW_P!/G_?D?XU9_P"%;>%O^?&3 M_O\`O_C1_P`*V\+?\^,G_?\`?_&G[YR\V5]I?@5O^%I^&_\`I\_[\C_&I(_B M9X>E4LOVO`./]3_]>I?^%;>%O^?%_P#O^_\`C4D?P]\-1+M2R<#.?]X-%%9Q=UJ>OCX1H59*GIK% M_@Q_A9FOM%?6K@AKK45+2$#`55RJJ/88)^I-8;8V3>UP2 MO"G^#'MZT44F_A-J5.,XXFZ^';Y7L>E$`C!&17GTD+V=AJU]%)^^T&?RK(E? MN)G)'XA]OT4445V$89EM9(&X;:6(8$G/8D\Y MJ'PUK?\`;GAK6&\F2/RXV'[R;S"^!BBBH?Q6.RG!2P3J2WYOU0_P1XNDU MYCI[6:P"UMEPXDW;L87IBJ'A'QE))(NB?8D"VL,A$OF'YMN3TQ114\SLF=53 ?"45.O'ET237K9G?HVY%;U`-+1170?-/<****!'__V3\_ ` end