XML 43 R9.htm IDEA: XBRL DOCUMENT v2.4.0.8
NATURE OF BUSINESS
12 Months Ended
Dec. 31, 2013
NATURE OF BUSINESS  
NATURE OF BUSINESS

 

NOTE 1. NATURE OF BUSINESS

        General Nature of Business.    GNC Holdings, Inc., a Delaware corporation ("Holdings," and collectively with its subsidiaries and, unless the context requires otherwise, its and their respective predecessors, the "Company"), is a global specialty retailer of health and wellness products, which include: vitamins, minerals and herbal supplements, sports nutrition products, diet products and other wellness products.

        The Company is vertically integrated as its operations consist of purchasing raw materials, formulating and manufacturing products and selling the finished products through its three segments: Retail, Franchising, and Manufacturing/Wholesale. Corporate retail store operations are located in the United States, Canada, and Puerto Rico, and in addition the Company offers products domestically through GNC.com, LuckyVitamin.com and www.drugstore.com, and beginning in 2013, the United Kingdom with the acquisition of A1 Sports Limited d/b/a Discount Supplements ("DiscountSupplements.com"). Franchise stores are located in the United States and over 50 international countries (including distribution centers where retail sales are made). The Company operates its primary manufacturing facilities in South Carolina and distribution centers in Arizona, Pennsylvania and South Carolina. The Company manufactures the majority of its branded products, but also merchandises various third-party products. Additionally, the Company licenses the use of its trademarks and trade names.

        The processing, formulation, packaging, labeling and advertising of the Company's products are subject to regulation by one or more federal agencies, including the Food and Drug Administration (the "FDA"), the Federal Trade Commission (the "FTC"), the Consumer Product Safety Commission, the United States Department of Agriculture and the Environmental Protection Agency. These activities are also regulated by various agencies of the states and localities in which the Company's products are sold.

        Recent Significant Transactions.    In March 2011, General Nutrition Centers, Inc. ("Centers"), a wholly owned subsidiary of Holdings, entered into a senior credit facility, consisting of a $1.2 billion term loan facility (the "Term Loan Facility") and an $80.0 million revolving credit facility (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Senior Credit Facility"), and utilized the proceeds to repay certain other outstanding indebtedness In August 2012, the Company amended the Term Loan Facility to increase the outstanding borrowings by $200.0 million and in October 2012, Centers amended the Term Loan Facility to adjust the per annum interest rate to the greater of LIBOR and 1.00%, plus an applicable margin of 2.75%. In 2013, the Company amended and restated the Senior Credit Facility to, among other amendments, increase borrowings under the Term Loan Facility by $252.5 million, extend the maturity date of the Term Loan Facility to March 2019, increase the amount available for borrowing under the Revolving Credit Facility to $130.0 million, extend the Revolving Credit Facility maturity date to March 2017, and effect changes to the interest rates applicable to amounts outstanding under the Facility. These transactions are collectively referred to herein as the "Refinancings." See "Note 8: Long-term Debt/Interest Expense" herein for a further description of these items.

        In April 2011, Holdings consummated an initial public offering (the "IPO") of 25.875 million shares of its Class A common stock, par value $0.001 per share (the "common stock"), at an IPO price of $16.00 per share. The net proceeds from the IPO, together with cash on hand, were used to redeem all outstanding shares of Holdings' Series A preferred stock, par value $0.001 per share (the "Series A preferred stock"), repay approximately $300.0 million of outstanding borrowings under the Term Loan Facility and pay approximately $11.1 million to satisfy obligations under the Management Services Agreement (as defined in Note 18, "Related Party Transactions") and Holdings' Class B common stock, par value $0.001 per share (the "Class B common stock" and, together with the our common stock, the "common stock"). Subsequent to the IPO, certain of Holdings' stockholders completed four registered offerings of our common stock. In conjunction with one of these selling stockholder offerings, in August 2012, the Company repurchased an additional six million shares of our common stock from one of its stockholders as part of a share repurchase program. The IPO, the registered offerings, and the repurchase of the six million shares of our common stock are collectively referred to herein as the "Offerings."

        On August 31, 2011, the Company acquired substantially all of the assets and assumed certain liabilities of S&G Properties, LLC d/b/a LuckyVitamin.com and What's The Big Deal?, Inc. d/b/a Gary's "World of Wellness" (collectively referred to as "LuckyVitamin.com"), an online retailer of health and wellness products. The aggregate purchase price of LuckyVitamin.com was approximately $19.8 million.

        On March 19, 2012, Ontario Teachers' Pension Plan ("OTPP") converted all of its shares of Class B common stock into an equal number of shares of common stock. In May 2013, Holding's shareholders approved an amendment to the certificate of incorporation deleting the Class B common stock as no shares of Class B common stock were still outstanding.

        In February 2013, our board of directors authorized a $250.0 million repurchase program of common stock which was completed in November 2013. Also in November 2013, our board of directors authorized a $500.0 million multi-year share repurchase program of our common stock.

        On October 2, 2013, the Company acquired DiscountSupplements.com, an online retailer of multi-brand sports nutrition products in the United Kingdom. The aggregate purchase price of DiscountSupplements.com was $33.3 million.