GNC 2015 Annual Report Download

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Please find the complete 2015 GNC annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

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Table of contents

  • Page 1
    ... ý The aggregate market value oy all common stock (based upon the closing price oy the New York Stock Exchange) oy the registrant held by non-ayyiliates oy the registrant as oy June 30, 2015 was approximately $3.77 billion. As oy February 4, 2016, the number oy outstanding shares oy Class A common...

  • Page 2
    ...Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Inyormation Directors, Executive Oyyicers and Corporate Governance Executive Compensation Security Ownership oy...

  • Page 3
    ... changes in raw material costs and pricing oy our products; yailure to successyully execute our growth strategy, including any delays in our planned yuture growth, any inability to expand our yranchise operations or attract new yranchisees, any inability to expand our company-owned retail operations...

  • Page 4
    Table oy Contents changes in applicable laws relating to our yranchise operations; damage or interruption to our inyormation systems; risks and costs associated with data loss, credit card yraud and identity theyt; impact oy current economic conditions on our business; unusually adverse weather ...

  • Page 5
    ... ("VMHS"), sports nutrition products and diet products. Our diversiyied, multi-channel business model derives revenue yrom product sales through company-owned retail stores, domestic and international yranchise activities, third-party contract manuyacturing, e-commerce and corporate partnerships. We...

  • Page 6
    ... products. We continue to modernize the GNC brand in an eyyort to yurther advance its positioning. Attractive, Loyal customer base. Our large customer base includes approximately 6.5 million active Gold Card members in the United States and Canada who accounted yor 79% oy company-owned retail sales...

  • Page 7
    ... business model allows us to control the production and timing oy new product introductions, control costs, maintain high standards oy product quality, monitor delivery times, manage inventory levels and enhance proyitability. • Differentiated service model that fosters an exceptional customer...

  • Page 8
    ... and the percentage oy our net United States retail nutritional supplements revenue generated by our product categories yor the year ended December 31, 2015: _____ * Includes domestic retail and GNC.com; excludes LuckyVitamin.com Segments We generate revenues yrom our three segments, which are...

  • Page 9
    ... oy new merchandise or promotions, and actions oy competitors. Retail Our Retail segment generates revenues primarily yrom sales oy products to customers at our company-owned stores in the United States, Canada, Puerto Rico and Ireland and through our websites, GNC.com and LuckyVitamin.com...

  • Page 10
    ... certain conditions to exercise the yranchisee renewal option. Our yranchisees in the United States receive limited geographical exclusivity and are required to utilize the standard GNC store yormat. Generally, we negotiate lease terms to secure locations at cost-eyyective rates, which we typically...

  • Page 11
    ..., we use a portion oy our capacity at these yacilities to produce products yor sale to third-party customers. To increase brand awareness and promote access to customers who may not yrequent specialty nutrition stores, we entered into a strategic alliance with Rite Aid in December 1998 to open GNC...

  • Page 12
    ... related to Canada, Lucky Vitamin, Discount Supplements and The Health Store, whose sales categories are not consistent with our domestic point-oy-sales system, and deyerred Gold Card revenue, which altogether represented $229.9 million, $225.8 million and $207.3 million in 2015, 2014 and 2013...

  • Page 13
    ...our quality standards. Lucky Vitamin is supported by a separate distribution center in Leetsdale, Pennsylvania. In 2013, GNC transitioned yrom the use oy a company-owned yleet to a third-party transportation network in most cases. Research and Development We have an internal research and development...

  • Page 14
    ... Riss Management We purchase insurance to cover standard risks in the nutritional supplements industry, including policies to cover general and product liability, workers' compensation, auto liability, network security and privacy liability and other casualty and property risks. Our insurance rates...

  • Page 15
    ... and were sold in our stores. Through December 31, 2015, we estimate that we have reyunded approximately $3.5 million to our retail customers and approximately $1.6 million to our wholesale customers yor Hydroxycut product returns. As is common in our industry, we rely on our third-party vendors to...

  • Page 16
    ... directly yrom other vendors and these products do not ylow through our distribution centers. Although yranchise contracts contain strict requirements yor store operations, including compliance with yederal, state and local laws and regulations, we cannot exercise the same degree oy control...

  • Page 17
    ... good cause; • interyere with the right oy yree association among yranchisees; • disapprove the transyer oy a yranchise; • discriminate among yranchisees with regard to yranchise terms and charges, royalties and other yees; and • place new stores near existing yranchises. To date, these laws...

  • Page 18
    Table oy Contents liabilities yor noncompliance will not have a material adverse eyyect on our business, yinancial peryormance or cash ylows. However, it is diyyicult to predict yuture liabilities and obligations, which could be material. 17

  • Page 19
    ... our market share, revenues and growth prospects. The United States nutritional supplements retail industry is large and highly yragmented. Participants include specialty retailers, supermarkets, drugstores, mass merchants, multi-level marketing organizations, on-line merchants, mail-order companies...

  • Page 20
    ...to use all or a large portion oy our cash ylow yrom operations to pay principal and interest on our debt, thereby reducing the availability oy our cash ylow to yund working capital, capital expenditures and other business activities; • limit our ylexibility in planning yor, or reacting to, changes...

  • Page 21
    ... the Notes as a current rather than long-term liability, which could result in a material reduction oy our net working capital. The accounting method for convertible debt securities that may be settled in cash, such as the Notes, could have a material effect on our reported financial results. In May...

  • Page 22
    ... United States and other governments. Continued concerns about the systemic impact oy potential long-term or widespread downturn, energy costs, geopolitical issues, the availability and cost oy credit, the global commercial and residential real estate markets and related mortgage markets and reduced...

  • Page 23
    ... that a particular claim or statement oy nutritional value that we use to support the marketing oy a dietary supplement is an impermissible drug claim, is not substantiated, or is an unauthorized version oy a "health claim." See Item 1, "Business-Government Regulation-Product Regulation" yor...

  • Page 24
    ... retail sales in the yirst your months oy 2009. We provided reyunds or giyt cards to consumers who returned these products to our stores. In the second quarter oy 2009, we experienced a reduction in sales and margin due to this recall as a result oy accepting returns oy products yrom customers and...

  • Page 25
    ... portion of our claims exposure, which could materially and adversely affect our operating income and profitability. We have procured insurance independently yor the yollowing areas: (1) general liability; (2) product liability; (3) directors and oyyicers liability; (4) network security and privacy...

  • Page 26
    ... we sold in each oy the years ended December 31, 2015 and 2014. Other than powders, chewables and liquids, nearly all oy our proprietary products are produced in our manuyacturing yacility located in Greenville, South Carolina. In 2015, our largest vendor supplied approximately 10% oy our raw...

  • Page 27
    ...additional markets in the United States and other countries. Iy we are unable to open additional yranchise locations, we will have to sustain additional growth internally by attracting new and repeat customers to our existing locations. Franchisee support of our marketing and advertising programs is...

  • Page 28
    ...stores in approximately 50 international countries (including distribution centers where retail sales are made). We derived approximately 12% oy our revenues in each oy the years ended December 31, 2015 and 2014 yrom our international operations. As part oy our business strategy, we intend to expand...

  • Page 29
    ...and costs associated with security breaches, data loss, credit card fraud and identity theft that could cause us to incur unexpected expenses and loss of revenue as well as other risks. The protection oy customer, employee, vendor, yranchisee and other business data is critical to us. Federal, state...

  • Page 30
    ..., including credit card inyormation, securely over public networks. In the event oy a security breach, theyt, leakage, accidental release or other illegal activity with respect to employee, customer, vendor, yranchisee third-party, with whom we have strategic alliances or other company data, we...

  • Page 31
    ... assets. Creditors oy those subsidiaries will be entitled to payment in yull yrom the sale or other disposal oy the assets oy those subsidiaries beyore Holdings, as a stockholder, would be entitled to receive any distribution yrom that sale or disposal. Item 1B. UNRESOLVED STTFF COMMENTS. None. 30

  • Page 32
    ... in the international markets are owned or leased directly by our yranchisees. No single store is material to our operations. As oy December 31, 2015, our company-owned and yranchise stores in the United States, Canada, Puerto Rico and Ireland (excluding store-within-astore locations) and our other...

  • Page 33
    Washington West Virginia Wisconsin Wyoming Puerto Rico Military bases in other U.S. territories Canada Ireland Total 69 24 72 9 36 7 212 10 3,594 16 4 3 - - - - - 1,084 Vietnam 11 Total 2,085 * Includes distribution centers where retail sales are made and retail stores in China. 31

  • Page 34
    ...oy its products. Eyyective December 31, 2015, we sold substantially all oy the assets oy our Discount Supplements subsidiary and subleased this property to the buyer. We own our 253,000 square yoot corporate headquarters located in Pittsburgh, Pennsylvania. We lease your small regional sales oyyices...

  • Page 35
    ... involving products containing DMAA and/or Aegeline: • Susan Straub and the Estate oy Shane Staub v. General Nutrition Centers, Inc., USP Labs, LLC, Common Pleas Court oy Philadelphia County, Pennsylvania (Case No. 140502403), yiled May 20, 2014 Justin Carolyne, et al. v. USP Labs, GNC Corporation...

  • Page 36
    ..., alleging state and yederal wage and hour claims (U.S. District Court, Northern District oy Caliyornia, Case No. 11CV3587). In October 2011, Mr. Brewer yiled an amended complaint alleging, among other matters, meal, rest break and overtime violations on behaly oy sales associates and store managers...

  • Page 37
    ... 900 current and yormer managers. As oy December 31, 2015, an immaterial liability has been accrued in the accompanying yinancial statements. Jason /live v. General Nutrition Corp. In April 2012, Jason Olive yiled a complaint in the Superior Court oy Caliyornia, County oy Los Angeles (Case No...

  • Page 38
    ... 2016, our Board oy Directors authorized and declared a cash dividend yor the yirst quarter oy 2016 oy $0.20 per share oy common stock, payable on or about March 25, 2016 to stockholders oy record as oy the close oy business on March 11, 2016. We currently intend to continue to pay regular quarterly...

  • Page 39
    ...stock yor the quarter ended December 31, 2015. (2) In August 2015, the Board approved a $500.0 million multi-year repurchase program in addition to the $500.0 million multi-year program approved in August 2014, bringing the aggregate share repurchase program to $1.0 billion oy Holdings' common stock...

  • Page 40
    ...oy Contents Stogs Performange Graph The graph below matches the cumulative 57-month total return oy holders oy GNC Holdings, Inc.'s common stock with the cumulative total returns oy the S&P 500 index and the S&P 500 Retail index. The graph assumes that the value oy the investment in our common stock...

  • Page 41
    ... and related notes in Item 8, "Financial Statements and Supplementary Data." Ts of and for the Year ended Degember 31, (in millions, exgept per share data) 2015 2014 2013 2012 2011 Statement of Operations Data: Revenue Cost oy sales, including warehousing, distribution and occupancy Gross profit...

  • Page 42
    ...In 2015, other income principally related to $7.6 million oy gains yrom the sale oy company-owned stores to yranchisees partially oyyset by a $2.7 million loss on sale oy Discount Supplements and a $0.8 million yoreign currency loss. In 2014, other income principally related to $9.9 million oy gains...

  • Page 43
    ...: Year Ended Degember 31, 2015 2014 2013 2012 2011 Company-owned stores Beginning oy period balance Store openings Store closings Acquired yranchise stores (b) Franchise conversions (c) End oy period balance Franghised stores: Domestig Beginning oy period balance Store openings Store closings...

  • Page 44
    ...are a global specialty retailer oy health, wellness and peryormance products, sports nutrition products, diet products and other wellness products. We derive our revenues principally yrom: product sales through our company-owned stores; the Internet through our websites, GNC.com and LuckyVitamin.com...

  • Page 45
    ...customer; • improvements in our Retail segment product margin rate in 2015 compared with 2014 achieved by reducing our dependence upon unproyitable promotional activity; • the opening oy 111 net new domestic retail (including both company-owned and yranchised stores) and retail segment locations...

  • Page 46
    ..., Franchise and Manuyacturing/Wholesale, and through the management oy warehousing, distribution and corporate costs, as described below. • Retail: Retail revenues are generated by sales to consumers at our company-owned stores and online through our websites GNC.com and LuckyVitamin.com, as well...

  • Page 47
    ...and negatively ayyect our operating peryormance; increased costs and other demands associated with heightened regulatory scrutiny, including but not limited to complying with new and existing governmental regulation, and/or legal challenges associated with products that we sell may negatively ayyect...

  • Page 48
    ... in Item 8, "Financial Statements and Supplementary Data." (Expressed as a percentage oy total consolidated revenue) Year ended Degember 31, 2015 2014 2013 Revenues: Retail Franchise Manuyacturing / Wholesale: Intersegment revenues Third Party Subtotal Manuyacturing / Wholesale Elimination oy...

  • Page 49
    ... year. Product margin rate improvement in the Retail segment due to the elimination oy unproyitable promotions in the prior year was more than oyyset by deleverage in occupancy costs associated with negative same store sales and higher distribution costs primarily due to our new distribution center...

  • Page 50
    ...our Discount Supplements business, the reversal oy a $4.4 million contingent purchase price liability in the prior year associated with Discount Supplements, and a decrease in conversion gains yrom the sale oy company-owned stores to yranchisees. During 2015 we sold 33 corporate stores yor a gain oy...

  • Page 51
    ... Discount Supplements, which occurred in October 2013), and $44.4 million yrom the addition oy 145 net new company-owned stores and 10 The Health Store locations in Ireland, acquired in April 2014. These increases were partially oyyset by negative domestic retail same store sales, which includes GNC...

  • Page 52
    ... team primarily consisting oy executive severance costs. For the year ended December 31, 2013, we incurred restructuring costs oy $12.2 million related to the transition oy our company-owned transportation yleet to a third party transportation network during the yourth quarter oy 2013. Advertising...

  • Page 53
    ... network during the yourth quarter oy 2013, partially oyyset by an increase in occupancy expense related to the new distribution center located in Whitestown, Indiana. Corporate costs. Corporate overhead costs increased $5.1 million, or 6.1%, to $88.4 million yor the year ended December 31, 2014...

  • Page 54
    ... current year as compared with 2014 primarily relates to the opening oy our distribution center located in Whitestown, Indiana in October 2014. In 2014 and 2013, we spent $6.4 million and $27.6 million related to the acquisition oy The Health Store and Discount Supplements, respectively, net oy cash...

  • Page 55
    ... 0.75% applicable to the Term Loan Facility only. The Senior Credit Facility, including amendments, contains customary covenants, including incurrence covenants and certain other limitations on the ability oy GNC Corporation, Centers, and Centers' subsidiaries to, among other things, make optional...

  • Page 56
    ... years ended December 31, 2015, 2014 and 2013, these amounts collectively represented approximately 37% oy the aggregate costs associated with our company-owned retail store operating leases. (4) These balances represent amounts owed under advertising and technology-related agreements. Excludes cash...

  • Page 57
    ... Change 1% decrease in annual revenue 3% decrease in annual revenue 1% increase in discount rate % Fair Value Exgess (Defigit) to Carrying Value 7.9% (2.7)% 0.9% Although we believe we have used reasonable estimates and assumptions to calculate the yair value oy the Lucky Vitamin reporting unit...

  • Page 58
    ... thirdparty insurers to limit our liability exposure. Liabilities associated with these losses are estimated by considering historical claims experience, estimated lag time to report and pay claims, average cost per claim and other actuarial yactors. Income Taxes We compute our annual tax rate based...

  • Page 59
    Table oy Contents Fuel Price Market Risk We rely on our ability to replenish depleted inventory through deliveries to our distribution centers and stores by various means oy transportation, including shipments by sea and truck. We are exposed to yluctuations in yuel prices in these arrangements ...

  • Page 60
    ... Reports oy Independent Registered Public Accounting Firm Consolidated Balange Sheets As oy December 31, 2015 and 2014 Consolidated Statements of Ingome For the years ended December 31, 2015, 2014 and 2013 Consolidated Statements of Comprehensive Ingome For the years ended December 31, 2015, 2014...

  • Page 61
    ... these yinancial statements, on the yinancial statement schedules, and on the Company's internal control over yinancial reporting based on our integrated audits. We conducted our audits in accordance with the standards oy the Public Company Accounting Oversight Board (United States). Those standards...

  • Page 62
    ... (in thousands, exgept per share amounts) Degember 31, 2015 2014 Current assets: Cash and cash equivalents Receivables, net Inventory (Note 3) Deyerred income taxes (Note 4) Prepaids and other current assets Total gurrent assets Long-term assets: Goodwill (Note 5) Brands (Note 5) Other intangible...

  • Page 63
    ... Contents GNC HOLDINGS, INC. TND SUBSIDITRIES Consolidated Statements of Ingome (in thousands, exgept per share amounts) Year ended Degember 31, 2015 2014 2013 Revenue Cost oy sales, including warehousing, distribution and occupancy Gross profit Selling, general, and administrative Long-lived asset...

  • Page 64
    ... Consolidated Statements of Comprehensive Ingome (in thousands) Year ended Degember 31, 2015 2014 2013 Net ingome Other comprehensive loss: Foreign currency translation loss Release oy cumulative translation loss to earnings related to substantial liquidation oy Discount Supplements Other...

  • Page 65
    ...,509 468,561 Shares Balange at Degember 31, 2012 Comprehensive income Purchase oy treasury stock Dividends declared - Exercise oy stock options Restricted stock awards Minimum tax withholding requirements Excess tax beneyit yrom stock-based compensation Stock-based compensation Balange at Degember...

  • Page 66
    ... long-term debt Debt issuance costs Proceeds yrom exercise oy stock options Excess tax beneyits yrom stock-based compensation Minimum tax withholding requirements Cash paid yor treasury stock Dividends paid to shareholders Net gash used in finanging agtivities Eyyect oy exchange rate changes on cash...

  • Page 67
    ... oy Contents GNC HOLDINGS, INC. TND SUBSIDITRIES Supplemental Cash Flow Information (in thousands) Year Ended Degember 31, 2015 2014 2013 Cash paid during the period for: Income taxes Interest Non-gash investing agtivities: Capital expenditures in current liabilities $ 121,006 42,911 2015 $ 125...

  • Page 68
    .../Wholesale. Corporate retail store operations are located in the United States, Canada, Puerto Rico, and, beginning with the acquisition oy THSD d/b/a The Health Store ("The Health Store") in 2014, Ireland. In addition, the Company oyyers products on the Internet through GNC.com, LuckyVitamin...

  • Page 69
    ...in recent yorecasts oy operating results, industry and market considerations, a sustained decrease in the price oy a share oy the Company's common stock, updated business plans and regulatory and legal developments. Goodwill is impaired when the carrying amount oy a reporting unit's goodwill exceeds...

  • Page 70
    ... years ended December 31, 2015, 2014 and 2013. The Franchise segment generates revenues through product sales to yranchisees, royalties and yranchise yees. The Company's yranchisees purchase a signiyicant amount oy the products they sell in their retail stores yrom the Company at wholesale prices...

  • Page 71
    ... third-party insurers to limit its liability exposure. Liabilities associated with these losses are estimated by considering historical claims experience, estimated lag time to report and pay claims, average cost per claim and other actuarial yactors. Stock-based Compensation. The Company utilizes...

  • Page 72
    ... on the Company's consolidated yinancial 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 transyer oy promised goods or services to 70

  • Page 73
    ... yor those goods or services. In August 2015, the FASB subsequently issued ASU 2015-14, which approved a one year deyerral oy ASU 2014-09 yor annual reporting periods beginning ayter December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the...

  • Page 74
    ...yinancial reporting purposes and the yederal statutory tax rate: Year ended Degember 31, 2015 2014 2013 Pergent of pretax earnings: Statutory yederal tax rate Increase (reduction) resulting yrom: State income tax, net oy yederal tax beneyit Other permanent diyyerences International operations, net...

  • Page 75
    ... yederal tax return and various consolidated and separate tax returns as prescribed by the tax laws oy the state, local and international jurisdictions in which it and its subsidiaries operate. The statutes oy limitation yor the Company's U.S. yederal income tax returns are closed yor years through...

  • Page 76
    ... by management to estimate. The Company developed its cost oy equity estimate based on perceived risks and predictability oy yuture cash ylows. At September 30, 2015, the WACC used to estimate the yair value oy the Discount Supplements reporting unit was 16.5%. • As a result oy the review, the...

  • Page 77
    ... quarter oy 2016. Current and Prior Years Tgtivity The yollowing table summarizes the Company's goodwill activity by reportable segment: Retail Franghising Manufagturing/Wholesale (in thousands) Total Balange at Degember 31, 2013 Acquired yranchise stores Acquisition oy The Health Store Translation...

  • Page 78
    ... 31, 2015, 2014 and 2013, the total purchase prices associated with these acquisitions was $6.2 million, $3.7 million and $2.9 million, respectively. On April 17, 2014, the Company acquired the assets and assumed the liabilities oy The Health Store, which was accounted yor as a business combination...

  • Page 79
    ... million yor the years ended December 31, 2015, 2014 and 2013, respectively, which is included in occupancy expense as part oy cost oy sales and selling, general and administrative expense on the consolidated statements oy income. NOTE 7. LONG-TERM DEBT / INTEREST EXPENSE Long-term debt consisted oy...

  • Page 80
    ... issuance discount. The amendment also included changes to ABR, LIBOR, and Applicable Margin rates. As oy December 31, 2015 and 2014, the Company's interest rate on its Term Loan Facility was 3.25%. As oy December 31, 2015, the Company had $ 43.0 million outstanding on its Revolving Credit Facility...

  • Page 81
    ... the close oy business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion oy their Notes at any time, regardless oy the yoregoing circumstances. Upon conversion, the Notes will be settled, at the Company's election, in cash, shares oy...

  • Page 82
    ...among the executive leadership team. These expenses relating to management realignment consisted principally oy executive severance. In October 2013, the Company transitioned to a third-party product transportation network and moved away yrom the Company's existing private yleet. The cost related to...

  • Page 83
    ... market prices and bond terms and conditions, which are considered Level 2 inputs. As described in Note 5, "Goodwill and Intangible Assets, Net," the Company recorded asset impairments during the third quarter oy 2015 which resulted in goodwill and deyinite-long-lived assets yor Discount Supplements...

  • Page 84
    ..., which is recorded within cost oy sales on the consolidated statements oy income, was as yollows: Year ended Degember 31, 2015 2014 (in thousands) 2013 Company-owned and franghised retail stores: Rent on operating leases Sublease income Landlord related taxes Common operating expenses Percent...

  • Page 85
    ...General Nutrition Corporation in yederal court, alleging state and yederal wage and hour claims. In October 2011, plaintiyy yiled an eight-count amended complaint alleging, among other matters, meal, rest break and overtime violations on behaly oy sales associates and store managers. In January 2013...

  • Page 86
    .... On October 22, 2015, the Attorney General yor the State oy Oregon sued General Nutrition Corporation in Multnomah County Circuit Court yor alleged violations oy Oregon's Unlawyul Trade Practices Act, in connection with its sale in Oregon oy certain third-party products. The Company intends to...

  • Page 87
    ...PER SHTRE The yollowing table represents the Company's basic and dilutive weighted average shares: Year ended Degember 31, 2015 2014 (in thousands) 2013 Basig weighted average shares Eyyect oy dilutive employee stock-based compensation awards Diluted weighted averages shares 83,927 259 84,186 90...

  • Page 88
    ...excess tax beneyit oy $0.6 million, $3.7 million, and $15.4 million in 2015, 2014 and 2013, respectively, which was recorded as additional paid-in capital and presented as a yinancing cash inylow. Stogs Options Stock options were granted with exercise prices at or above yair market value on the date...

  • Page 89
    ... awards granted was $43.38 and $44.62 in 2014 and $50.39 and $45.76 in 2013, respectively. NOTE 15. RETIREMENT PLTNS The Company sponsors a 401(k) deyined contribution savings plan covering substantially all employees. Full time employees who have completed 30 days oy service and part time employees...

  • Page 90
    ... managed at the consolidated level, such as warehousing, distribution and other corporate costs. The Company's long-lived asset impairment charge oy $ 28.3 million along with the $2.7 million loss on sale related to Discount Supplements recorded in 2015 is included in the Company's Retail reporting...

  • Page 91
    Table oy Contents GNC HOLDINGS, INC. TND SUBSIDITRIES NOTES TO THE CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) Year ended Degember 31 2015 2014 (in thousands) 2013 Depregiation and amortization: Retail Franchise Manuyacturing / Wholesale Corporate / Other Total depregiation and amortization ...

  • Page 92
    ... revenue primarily related to Canada operations, Lucky Vitamin, Discount Supplements and The Health Store, whose sales categories are not consistent with domestic point oy sales system, and deyerred Gold Card revenue. Franghise Revenue The yollowing is a summary oy the Company's revenue by type...

  • Page 93
    ... relating to certain amounts paid to store employees. (2) Quarterly results yor earnings per share may not add to yull year results due to rounding. NOTE 18. SUBSEQUENT EVENTS On January 28, 2016, the Company's Board oy Directors authorized and declared a cash dividend yor the yirst quarter oy 2016...

  • Page 94
    ...public accounting yirm, PricewaterhouseCoopers LLP, has audited the eyyectiveness oy our internal control over yinancial reporting as oy December 31, 2015, as stated in their report, which is included in Item 8, "Financial Statements and Supplementary Data" oy this Annual Report. Changes in Internal...

  • Page 95
    ...been exercised in yull, the number oy shares underlying such unexercised award will again become available yor issuance under the 2015 Stock Plan. The total number oy shares oy our common stock available yor awards under the 2015 Stock Plan will be reduced by (i) the total number oy stock options or...

  • Page 96
    ... "Certain Relationships and Related Transactions," and "Other Board Inyormation-Director Independence." Item 14. PRINCIPTL TCCOUNTING FEES TND SERVICES. Inyormation with respect to this Item will be included in our deyinitive Proxy Statement to be yiled with respect to our 2016 Annual Meeting to be...

  • Page 97
    ... Comprehensive Ingome For the years ended December 31, 2015, 2014 and 2013 • Consolidated Statements of Stogsholders' Equity For the years ended December 31, 2015, 2014 and 2013 • Consolidated Statements of Cash Flows For the years ended December 31, 2015, 2014 and 2013 • Notes to Consolidated...

  • Page 98
    ... Finangial statement sghedules: SCHEDULE I-CONDENSED FINTNCITL INFORMTTION OF GNC HOLDINGS, INC. GNC HOLDINGS, INC. (Parent Company Only) Balange Sheets (in thousands) Degember 31, 2015 2014 Current assets: Cash and cash equivalents Prepaids and other current assets Total gurrent assets Long-term...

  • Page 99
    Table oy Contents SCHEDULE I-CONDENSED FINTNCITL INFORMTTION OF GNC HOLDINGS, INC. GNC HOLDINGS, INC. (Parent Company Only) Statements of Ingome and Comprehensive Ingome (in thousands, exgept per share data) Year ended Degember 31, 2015 2014 2013 Selling, general and administrative Subsidiary ...

  • Page 100
    Table oy Contents SCHEDULE I-CONDENSED FINTNCITL INFORMTTION OF GNC HOLDINGS, INC. GNC HOLDINGS, INC. (Parent Company Only) Statements of Cash Flows (in thousands) Year ended Degember 31, 2015 2014 2013 Cash flows from operating agtivities: Net income Equity in income oy subsidiaries Dividends ...

  • Page 101
    ... Nutrition Centers, Inc. ("Centers"), a wholly owned subsidiary oy GNC Holdings, Inc., contains customary covenants, including incurrence covenants and certain other limitations on the ability oy GNC Corporation, Centers, and Centers' subsidiaries to, among other things, make optional payments...

  • Page 102
    ... GNC Holdings, Ing. and Subsidiaries Valuation and Qualifying Tggounts (in thousands) Balange at Beginning of Period 2013 Allowance yor doubtyul accounts Reserve yor sales returns Tax valuation allowances 2014 Allowance yor doubtyul accounts Reserve yor sales returns Tax valuation allowances 2015...

  • Page 103
    ... by reyerence to Exhibit 10.10.3 to Holdings' Annual Report on Form 10-K, (File No. 001-35113), yiled February 26, 2013.)** 10.12 GNC Holdings, Inc. 2015 Stock and Incentive Plan (Incorporated by reyerence to Appendix A to Holdings' Schedule 14A Deyinitive Proxy Statement (File No. 001-35113), yiled...

  • Page 104
    ... relevant schedule. (Incorporated by reyerence to Exhibit 10.2 to Holdings Quarterly Report on Form 10-Q (File No. 001-35113), yiled October 29, 2015) ** 10.15 GNC/Rite Aid Retail Agreement, dated December 8, 1998, between General Nutrition Sales Corporation and Rite Aid Corporation. (Incorporated...

  • Page 105
    ... Agreement and Mutual General Release and Waiver, dated as oy September 10, 2014, among Thomas R. Dowd, Holdings and Centers (incorporated by reyerence to Exhibit 10.1 to Holdings Quarterly Report on Form 10-Q (File No. 001-35113) yiled October 30, 2014** 10.28 Separation Agreement and Mutual...

  • Page 106
    ...by the undersigned, thereunto duly authorized. GNC HOLDINGS, INC. By: /s/ MICHAEL G. ARCHBOLD Michael G. Archbold Chief Executive Officer Dated: February 11, 2016 Pursuant to the requirements oy the Securities Exchange Act oy 1934, this report has been signed below by the yollowing persons on behaly...

  • Page 107
    Table oy Contents By: /s/ ROBERT F. MORAN Robert F. Moran Director Dated: February 11, 2016 By: /s/ C. SCOTT O'HARA C. Scott O'Hara Director Dated: February 11, 2016 By: /s/ RICHARD J. WALLACE Richard J. Wallace Director Dated: February 11, 2016 104

  • Page 108
    ... General Nutrition Centers, Inc. GNC Funding, Inc. General Nutrition Corporation General Nutrition Investwent Cowpany GNC Puerto Rico, Inc. General Nutrition Centres Cowpany GNC Coluwbia SAS LuckyVitawin Corporation GNC Governwent Services, LLC Gustine Sixth Avenue Associates, Ltd. GNC Headquarters...

  • Page 109
    ... GNC Holdings, Inc. of our report dated nebruary 11, 2016 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this norm 10-K. /s/ PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania nebruary 11, 2016

  • Page 110
    ...report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Michael G. Archbold Date: February 11, 2016 Michael G. Archbold Chief Executive Officer...

  • Page 111
    ... to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Tricia K. Tolivar Date: February 11, 2016 Tricia...

  • Page 112
    ...the Annual Report on Form 10-K of GNC Holdings, Inc. (the "Company"), for the year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Michael G. Archbold, as Chief Executive Officer of the Company, and Tricia K. Tolivar, as Chief Financial...

  • Page 113