SEC File number |
001-35113 |
CUSIP NUMBER |
36191G107 |
(Check one): | ☒ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☐ Form 10-Q | ☐ Form 10-D | ||
☐ Form N-CEN | ☐ Form N-CSR | ||||||
For Period Ended: | December 31, 2019 | ||||||
☐ Transition Report on Form 10-K | |||||||
☐ Transition Report on Form 20-F | |||||||
☐ Transition Report on Form 11-K | |||||||
☐ Transition Report on Form 10-Q | |||||||
For the Transition Period Ended: |
Read Instruction (on back page) Before Preparing Form. Please Print or Type. |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
GNC Holdings, Inc. |
Full Name of Registrant |
N/A |
Former Name if Applicable |
300 Sixth Avenue |
Address of Principal Executive Office (Street and Number) |
Pittsburgh, Pennsylvania 15222 |
City, State and Zip Code |
(a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
(c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
(1) | Name and telephone number of person to contact in regard to this notification | ||
Tricia K. Tolivar | 412 | 288 - 4600 | |
(Name) | (Area Code) | (Telephone Number) | |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||
☒ Yes | ☐ No | ||
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||
☒ Yes | ☐ No | ||
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. In addition to the matters discussed in Part III above, the Company expects its revenues for the fiscal year ended December 31, 2019 to decline by approximately $280 to $290 million, largely due to the transfer of its Nutra manufacturing and China businesses to the Company’s joint ventures formed in the first quarter of 2019, the closure of Company-owned stores under its store portfolio optimization strategy, a decrease in U.S. and Canada Company-owned same store sales, and lower sales to its wholesale partners primarily due to the termination of its consignment agreement with Rite Aid in the fourth quarter of 2018. This reduction in revenues contributed to a reduction in gross profit, which was partially offset by an improvement in the gross margin rate, due to the transfer of the Company’s Nutra manufacturing business to the joint venture arrangement the Company entered into with Harbin and International Vitamin Corporation in the first quarter of 2019, and the lower occupancy expense as a result of the Company’s adoption of its new lease standard, store closures and rent reductions associated with its store portfolio optimization strategy. We also expect the Company’s selling, general and administrative expenses to decline by approximately $45 to $55 million for the fiscal year ended December 31, 2019, as a result of its store portfolio and cost savings initiatives, cost reductions realized in connection with the formation of the strategic joint ventures and other activities. The Company expects to show a net loss for the fourth quarter and the fiscal year ended December 31, 2019. Contributing to this net loss is the previously disclosed loss on the net asset exchange for the formulation of the joint ventures and the loss on forward contracts for the issuance of convertible stock. Additionally, as previously disclosed, the Company’s tax expense increased significantly as joint venture transactions resulted in gains for tax purposes. Further, as a result of management’s conclusion that there is substantial doubt regarding the Company’s ability to continue as a going concern within one year from the expected issuance date of its consolidated financial statements, the Company expects to record a valuation allowance of $27.1 million on the Company's deferred tax assets as of December 31, 2019. The Company expects its income tax expense for the fiscal year ended December 31, 2019 to be approximately $40 to $50 million. The financial information set forth herein consists of preliminary unaudited results, which will not be final until the Company files its audited financial statements in its Annual Report. The Company’s expectation regarding the timing of its Annual Report and its anticipated operating loss and covenant non-compliance are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may differ materially from these preliminary unaudited results and forward-looking statements for a variety of reasons, including the occurrence of the risk factors listed in the Company’s periodic filings with the SEC. |
Date: March 16, 2020 | By: /s/ Tricia K. Tolivar |
Title: Chief Financial Officer |
ATTENTION |
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |